Commercial Vehicle Group Annual Report 2018

Plain-text annual report

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 Form 10-KþAnnual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934or¨Transition report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the fiscal year ended December 31, 2018 Commission file number:001-34365 COMMERCIAL VEHICLE GROUP, INC.(Exact name of Registrant as specified in its charter)Delaware 41-1990662(State of Incorporation) (I.R.S. Employer Identification No.) 7800 Walton Parkway 43054New Albany, Ohio (Zip Code)(Address of Principal Executive Offices) Registrant’s telephone number, including area code:(614) 289-5360 Securities registered pursuant to Section 12(b) of the Act:Title of Each Class Name of exchange on which registeredCommon Stock, par value $.01 per share The NASDAQ Global Select MarketSecurities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Schedule 15(d) of the Act. Yes ¨ No þIndicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days. Yes þ No ¨Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post suchfiles). Yes þ No ¨Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’sknowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of“large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer ¨ Accelerated filer þ Non-accelerated filer ¨ Smaller reporting company ¨If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þThe aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last soldon June 30, 2018, was $218,398,015.As of March 11, 2019, 31,273,393 shares of Common Stock of the Registrant were outstanding.Documents Incorporated by ReferenceInformation required by Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K is incorporated by reference from the Registrant’s Proxy Statement forits annual meeting to be held May 16, 2019 (the “2019 Proxy Statement”). Table of ContentsCOMMERCIAL VEHICLE GROUP, INC.Annual Report on Form 10-KTable of Contents PagePART I Item 1.Business1Item 1A.Risk Factors12Item 1B.Unresolved Staff Comments24Item 2.Properties25Item 3.Legal Proceedings25Item 4.Mine Safety Disclosures26 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities27Item 6.Selected Financial Data29Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations39Item 7A.Quantitative and Qualitative Disclosures About Market Risk40Item 8.Financial Statements and Supplementary Data42Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure75Item 9A.Controls and Procedures75Item 9B.Other Information77 PART III Item 10.Directors, Executive Officers and Corporate Governance77Item 11.Executive Compensation78Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters78Item 13.Certain Relationships, Related Transactions and Director Independence79Item 14.Principal Accountant Fees and Services79 PART IV Item 15.Exhibits and Financial Statements Schedules80SIGNATURES84iTable of ContentsCERTAIN DEFINITIONSAll references in this Annual Report on Form 10-K to the “Company”, “Commercial Vehicle Group”, “CVG”, “we”,“us”, and “our” refer to CommercialVehicle Group, Inc. and its consolidated subsidiaries (unless the context otherwise requires).FORWARD-LOOKING INFORMATIONThis Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, asamended, and Section 27A of the Securities Act of 1933, as amended. For this purpose, any statements contained herein that are not statements of historicalfact, including without limitation, certain statements under “Item 1 - Business” and “Item 7 - Management’s Discussion and Analysis of Financial Conditionand Results of Operations” and located elsewhere herein regarding industry outlook, financial covenant compliance, anticipated effects of acquisitions,production of new products, plans for capital expenditures and our results of operations or financial position and liquidity, may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believe”, “anticipate”, “plan”, “expect”, “intend”, “will”, “should”, “could”, “would”,“project”, “continue”, “likely”, and similar expressions, as they relate to us, are intended to identify forward-looking statements. The important factorsdiscussed in “Item 1A - Risk Factors”, among others, could cause actual results to differ materially from those indicated by forward-looking statements madeherein and presented elsewhere by management from time to time. Such forward-looking statements represent management’s current expectations and areinherently uncertain. Investors are warned that actual results may differ from management’s expectations. Additionally, various economic and competitivefactors could cause actual results to differ materially from those discussed in such forward-looking statements, including, but not limited to, factors which areoutside our control, such as risks relating to (i) general economic or business conditions affecting the markets in which the Company serves; (ii) theCompany's ability to develop or successfully introduce new products; (iii) risks associated with conducting business in foreign countries and currencies; (iv)increased competition in the medium- and heavy-duty truck markets, construction, agriculture, aftermarket, military, bus and other markets; (v) theCompany’s failure to complete or successfully integrate strategic acquisitions; (vi) the Company’s ability to recognize synergies from the reorganization ofthe segments; (vii) the Company’s failure to successfully manage any divestitures; (viii) the impact of changes in governmental regulations on theCompany's customers or on its business; (ix) the loss of business from a major customer, a collection of smaller customers or the discontinuation of particularcommercial vehicle platforms; (x) the Company’s ability to obtain future financing due to changes in the lending markets or its financial position; (xi) theCompany’s ability to comply with the financial covenants in its debt facilities; (xii) fluctuation in interest rates relating to the Company’s debt facilities;(xiii) the Company’s ability to realize the benefits of its cost reduction and strategic initiatives; (xiv) a material weakness in our internal control overfinancial reporting which could, if not remediated, result in material misstatements in our financial statements; (xv) volatility and cyclicality in thecommercial vehicle market adversely affecting us; (xvi) the geographic profile of our taxable income and changes in valuation of our deferred tax assets andliabilities impacting our effective tax rate; (xvii) changes to domestic manufacturing initiatives; and (xviii) implementation of tax or other changes, by theUnited States or other international jurisdictions, related to products manufactured in one or more jurisdictions where the Company does business. Anyforward-looking statement that we make in this report speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statement or to publicly announce the results of any revision to any of those statements to reflect future events or developments. Comparisons ofresults for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed assuch, and should only be viewed as historical data.iiTable of ContentsPART IItem 1.BusinessCOMPANY OVERVIEWCommercial Vehicle Group, Inc. (through its subsidiaries) is a leading supplier of electrical wire harnesses, seating systems, and a full range of other cabrelated products for the global commercial vehicle markets, including the medium- and heavy-duty truck, medium-and heavy-construction vehicle, military,bus, agriculture, specialty transportation, mining, industrial equipment and off-road recreational markets.We have manufacturing operations in the United States, Mexico, China, United Kingdom, Czech Republic, Ukraine, Thailand, India and Australia. Ourproducts are primarily sold in North America, Europe, and the Asia-Pacific region.In February 2019, the Company announced a strategic reorganization of its operations into two reportable segments, Electrical Systems Segment and GlobalSeating Segment. The Electrical Systems Segment, includes electrical wire harnesses and panel assemblies, trim systems and components ("Trim"), cabstructures and sleeper boxes, mirrors, wipers and controls. The Global Seating Segment, includes seats and seating systems ("Seats"), office seating, andaftermarket seats and components. This reorganization will allow the Company to better focus its business along product lines, as opposed to end markets,which the Company believes will enhance the effectiveness of seeking out growth opportunities and shareholder value. With respect to the ElectricalSystems segment, we believe there may be opportunities to realize certain synergies amongst the products in this segment, especially with respect toelectrical wire harnesses and panel assemblies, trim systems and components, and mirrors, wipers, and controls. With respect to the Seating Segment, webelieve combining the seating operations would provide us opportunities to leverage resources and best practices in engineering, product development, andmanufacturing, while eliminating redundancies and providing a global, more scalable platform for effective and efficient operations.We are differentiated from automotive industry suppliers by our ability to manufacture low volume, customized products on a sequenced basis to meet therequirements of our customers. We believe our products are used by a majority of the North America MD/HD Truck and many medium- and heavy-dutyconstruction vehicle original equipment manufacturers (“OEMs”), and to a lesser extent other makers of industrial equipment.Our Long-term StrategyRefer to Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.SEGMENTSIn the quarter ended December 31, 2018, we completed a strategic reorganization of our operations into two business segments, Electrical Systems and GlobalSeating. The reorganization will allow the Company to better focus its business along product lines, as opposed to end markets, which the company believeswill enhance the effectiveness of seeking out growth opportunities and enhancing shareholder value. As a result of the strategic reorganization, we restatedprior period segment information to conform to the current period segment presentation. See Note 10 of the Consolidated Financial Statements for moreinformation.Operating segments are defined as components of an enterprise that are evaluated regularly by the Company’s chief operating decision maker (“CODM”),which is our President and Chief Executive Officer. Each of these segments consists of a number of manufacturing facilities. Certain of our facilitiesmanufacture and sell products through both of our segments. Each manufacturing facility that sells products through both segments is reflected in thefinancial results of the segment that has the greatest amount of revenues from that manufacturing facility. Our segments are more specifically describedbelow.The Electrical Systems Segment manufactures and sells the following products: •Wire harness assemblies primarily for construction, agricultural, industrial, automotive, truck, mining and military industries in North America,Europe and Asia-Pacific;•Trim primarily for the North America MD/HD Truck market;•Mirrors, wipers and controls primarily for the truck, bus, agriculture, construction, rail and military markets in North America and Europe;•Cab structures for the North American MD/HD Truck market; and•Aftermarket components in North America.The Global Seating Segment manufactures and sells Seats as follows: 1Table of Contents•Seats primarily to the MD/HD Truck, construction, agriculture and mining markets in North America, Asia-Pacific and Europe;•Office seating in Europe and Asia-Pacific; and•Aftermarket seats and components in North America, Europe and Asia-Pacific.See Note 10 of the Consolidated Financial Statements under Item 8 Financial Statements and Supplementary Data for financial information presented bysegment for each of the three years ended December 31, 2018, 2017 and 2016, including information on sales and long-lived assets by geographic area.ELECTRICAL SYSTEMS SEGMENT OVERVIEWElectrical Systems Segment ProductsSet forth below is a description of our products manufactured in the Electrical Systems Segment and their applications.Electrical Wire Harnesses and Panel Assemblies. We produce a wide range of electrical wire harnesses and electrical distribution systems, and relatedassemblies primarily for construction, agriculture, industrial, automotive, truck, mining and military industries. Our principal products in this categoryinclude:Electrical Wire Harnesses. We offer a broad range of electrical wire harness assemblies that function as the primary electric current carryingdevices used to provide electrical interconnections for gauges, lights, control functions, power circuits, powertrain and transmission sensors,emissions systems and other electronic applications on commercial and other vehicles. Our wire harnesses are customized to fit specific end-userrequirements, and can be complex.Panel Assemblies. We assemble integrated components such as panel assemblies and cabinets that are installed in a vehicle or unit of equipmentand may be integrated with our wire harness assemblies. These components provide the user control over multiple operational functions andfeatures.Trim Systems and Components. We design, engineer and produce Trim primarily for MD/HD Truck, and recreational and specialty vehicle applications.Our Trim products are used mostly for the interior of cabs and are designed to provide a comfortable and durable interior along with a variety of functionaland safety features for the vehicle occupant. Our principal products in the Trim category include:Trim Products. Our trim products include door panels and other interior trim panels. Specific components include vinyl or cloth-covered appliquésranging from a traditional cut and sew approach to a contemporary molded styling theme, armrests, map pocket compartments, and sound-reducinginsulation.Instrument Panels. We produce and assemble instrument panels that can be integrated with the rest of the interior trim. The instrument panel is acomplex system of coverings and foam, plastic and metal parts designed to house various components and act as a safety device for the vehicleoccupant.Headliners/Wall Panels. Headliners and wall panels consist of a substrate and a finished interior layer made of fabrics and other materials. Whileheadliners and wall panels are an important contributor to interior aesthetics, they also provide insulation from road noise and can serve as carriersfor a variety of other components, such as visors, overhead consoles, grab handles, coat hooks, electrical wiring, speakers, lighting and otherelectronic and electrical products.Storage Systems. Our modular storage units and custom cabinetry are designed to improve comfort and optimize space for the operator. Thesestorage systems are designed to be integrated with the interior trim.Floor Covering Systems. We have an extensive and comprehensive portfolio of floor covering systems and dash insulators. Carpet flooring systemsgenerally consist of tufted or non-woven carpet with a thermoplastic backcoating. Non-carpeted flooring systems, used primarily in commercial andfleet vehicles, offer improved wear and maintenance characteristics.Sleeper Bunks. We offer a wide array of design choices for upper and lower sleeper bunks for heavy-duty trucks. All parts of our sleeper bunks canbe integrated to match the rest of the interior trim.Grab Handles and Armrests. Our grab handles and armrests are designed and engineered with specific attention to aesthetics, ergonomics andstrength.Privacy Curtains. We produce privacy curtains for use in sleeper cabs.2Table of ContentsPlastics Decorating and Finishing. We offer customers a wide variety of cost-effective finishes in paint, ultra violet, hard coating and customizedindustrial hydrographic films (simulated appearance of wood grain, carbon fiber, brushed metal, marbles, camouflage and custom patterns), paintsand other interior and exterior finishes.Cab Structures and Sleeper Boxes. We design, engineer and produce complete cab structures and sleeper boxes MD/HD Trucks. Our principal products inthis category include:Cab Structures. We design, manufacture and assemble complete cab structures. Our cab structures, which are manufactured from both steel andaluminum, are delivered fully assembled and primed for paint.Sleeper Boxes. We design, manufacture and assemble sleeper boxes that can be part of the overall cab structure or standalone assemblies dependingon the customer application.Mirrors, Wipers and Controls. We design, engineer and produce a variety of mirrors, wipers and controls used in commercial, military and specialtyrecreational vehicles. Our principal products in this category include:Mirrors. We offer a range of round, rectangular, motorized and heated mirrors and related hardware, including brackets, braces and side bars. Wehave introduced both road and outside temperature devices that can be mounted on the cab, integrated into the mirror face and the vehicle’sdashboard through our RoadWatch™ family of products.Wiper Systems. We offer application-specific windshield wiper systems and individual windshield wiper components.Controls. We offer a range of controls and control systems for window lifts, door locks and electric switch products.Electrical Systems Segment’s CustomersThe following is a summary of the Electrical Systems Segment’s significant revenues (figures are shown as a percentage of total Electrical Systems Segmentrevenue) by end market for each of the three years ended December 31: 2018 2017 2016Truck49% 44% 44%Construction19 20 16Aftermarket and OE Service11 10 11Automotive9 10 10Military4 4 3Agriculture2 3 3Other6 9 13Total100% 100% 100%We believe we are a successful long-term supplier because of our comprehensive product offerings and product innovation services. Our principal customersinclude A.B. Volvo, Daimler, John Deere, PACCAR, and Caterpillar, constituting a combined total of 70%, 67% and 64% of Electrical Systems Segmentrevenue for the years ended December 31, 2018, 2017 and 2016, respectively.Our European and Asia-Pacific operations collectively contributed approximately 13%, 13% and 11% of our revenues for the years ended December 31,2018, 2017 and 2016, respectively.GLOBAL SEATING SEGMENT OVERVIEWGlobal Seating Segment ProductsSet forth below is a brief description of our products manufactured in the Global Seating Segment and their applications.Seats and Seating Systems. We design, engineer and produce Seats for MD/HD Truck, bus, construction, agriculture and military markets. For the most part,our Seats are fully-assembled and ready for installation when they are delivered to the OEM. We offer a wide range of seats that include mechanical and airsuspension seats, static seats, bus seats and military seats. As a result of our product design and product technology, we believe we are a leader in designingseats with convenience and safety features. Our Seats are designed to achieve a high level of operator comfort by adding a wide range of manual and powerfeatures such as lumbar support, cushion and back bolsters, and leg and thigh support. Our Seats are built to meet customer requirements in low volumes andproduced in numerous feature combinations to form a full-range product line with a wide level of price points. We also manufacture seats, and parts andcomponents for the aftermarket.3Table of ContentsOffice Seating. We design, engineer and produce office seating products. Our office seating was developed as a result of our experience supplying seats forcommercial vehicles and is fully adjustable to achieve a high comfort level. Our office seating is designed to suit different office environments includingheavy usage environments, such as emergency services, call centers, reception areas, studios and general office environments.Global Seating Segment CustomersThe following is a summary of the Global Seating Segment’s significant revenues (figures are shown as a percentage of total Global Seating Segmentrevenue) by end market for each of the three years ended December 31: 2018 2017 2016Medium- and Heavy-duty Truck OEMs43% 39% 39%Construction OEMs24 25 23Aftermarket and OE Service21 24 26Bus OEMs8 9 10Other4 3 2Total100% 100% 100%We believe we are a successful long-term supplier because of our comprehensive product offerings, leading brand names and product innovation. Ourprincipal customers include Daimler, A.B. Volvo, Navistar, PACCAR and Caterpillar, constituting a combined total of 59%, 57% and 57% of Global SeatingSegment revenue for the years ended December 31, 2018, 2017 and 2016, respectively.Our European and Asia-Pacific operations collectively contributed approximately 43%, 45% and 45% of the Global Seating Segment’s revenues for the yearsended December 31, 2018, 2017 and 2016, respectively.OUR CONSOLIDATED OPERATIONSIndustries ServedCommercial Vehicle Market. Commercial vehicles are used in a wide variety of end markets, including local and long-haul commercial trucking,bus, construction, mining, agricultural, military, industrial, municipal, off-road recreation and specialty vehicle markets. The commercial vehiclesupply industry can generally be separated into two categories: (1) sales to OEMs, in which products are sold in relatively large quantities directlyfor use by OEMs in new commercial and construction vehicles; and (2) aftermarket sales, in which products are sold as replacements to a wide rangeof original equipment service organizations, wholesalers, retailers and installers. In the OEM market, suppliers are generally divided into tiers - “Tier1” suppliers that provide products directly to OEMs, and “Tier 2” and “Tier 3” suppliers that sell products principally to other suppliers forintegration into those suppliers’ own product offerings. We are generally a Tier I supplier.The commercial vehicle supplier industry is fragmented and comprised of several large companies and many smaller companies. In addition, thecommercial vehicle supplier industry is characterized by relatively low production volumes and can have considerable barriers to entry, includingthe following: (1) specific technical and manufacturing requirements, (2) high transition costs to shift production to new suppliers, (3) just-in-timedelivery requirements and (4) strong brand name recognition.Although OEM demand for our products is directly correlated with new vehicle production, suppliers like us can grow by increasing sales by furtherpenetrating existing customers’ businesses, gaining new customers, expanding into new geographic markets, developing new content in ourproducts to meet changing customer needs and by increasing aftermarket sales. We believe that companies with a global presence, advancedtechnology, engineering and manufacturing and support capabilities, such as our company, are well positioned to take advantage of theseopportunities.North American Commercial Truck Market. Purchasers of commercial trucks include fleet operators, owner operators, governmental agencies andindustrial end users. Commercial vehicles used for local and long-haul commercial trucking are generally classified by gross vehicle weight. Class 8vehicles are trucks with gross vehicle weight in excess of 33,000 lbs. and Classes 5 through 7 vehicles are trucks with gross vehicle weight from16,001 lbs. to 33,000 lbs. The following table shows production levels (in thousands of units) of commercial vehicles used for local and long-haulcommercial trucking from 2014 through 2018 in North America:4Table of Contents 2014 2015 2016 2017 2018Class 8 trucks297 323 228 256 324Class 5-7 trucks226 237 233 249 272Source: ACT N.A. (February 2019).The following describes the major markets within the commercial vehicle market in which the Global Seating Segment competes:Class 8 Truck Market. The global Class 8 ("Class 8" or "heavy-duty") truck manufacturing market is concentrated in three primary regions: NorthAmerica, Europe and Asia-Pacific. The global Class 8 truck market is localized in nature due to the following factors: (1) the prohibitive costs ofshipping components from one region to another, (2) the high degree of customization to meet the region-specific demands of end-users, and (3) theability to meet just-in-time delivery requirements. According to ACT Research four companies represented approximately 98% of the market sharefor North American Class 8 truck production in 2018. The percentages of North American heavy-duty production represented by Daimler, PACCAR,A.B. Volvo, and Navistar were approximately 37%, 30%, 17%, and 14%, respectively, in 2018. We supply products to all of these OEMs.New Class 8 truck demand is cyclical and is particularly sensitive to economic factors that generate a significant portion of the freight tonnagehauled by commercial vehicles.The following table illustrates North American Class 8 truck build for the years 2016 to 2023:“E” — EstimatedSource: ACT (February 2019).We believe the following factors are primarily responsible for driving the North American Class 8 truck market:Economic Conditions. The North American truck industry is influenced by overall economic conditions and consumer spending. Sinceheavy-duty truck OEMs supply the fleet operators, their production levels generally reflect the demand for freight and the fleet operators'purchase of new vehicles.Truck Replacement Cycle and Fleet Aging. The average age of the U.S. Class 8 truck population is approximately 11.2 years in 2018. Theaverage fleet age tends to run in cycles as freight companies permit their truck fleets to age during periods of lagging demand and thenreplenish those fleets during periods of increasing demand. As truck fleets age, maintenance costs typically increase. Freight companiesevaluate the economics between repair and replacement as well as the potential to utilize more cost-effective technology in vehicles. Thechart below illustrates the approximate average age of the U.S. Class 8 truck population:5Table of Contents“E” — EstimatedSource: ACT (February 2019).Class 5-7 Truck Market. North American Class 5-7 ("Class 5-7" or "medium-duty") includes recreational vehicles, buses and medium-duty trucks. Weprimarily participate in the Class 6 and 7 medium-duty truck market. The medium-duty truck market is influenced by overall economic conditionsbut has historically been less cyclical than the North American Class 8 truck market, with highs and lows generally not as pronounced as the Class 8truck market. As the North American truck fleet companies move to a distribution center model, requiring less long-haul freight vehicles, thedemand for medium-duty trucks may increase.The following table illustrates the North American Class 5-7 truck build for the years 2016 through 2023:“E” — EstimatedSource: ACT (February 2019).Commercial Truck Aftermarket. Demand for aftermarket products is driven by the quality of OEM parts, the number of vehicles in operation, theaverage age of the vehicle fleet, the content and value per vehicle, vehicle usage and the average useful life of vehicle parts. Aftermarket sales tendto be at a higher margin. The recurring nature of aftermarket revenue can be expected to provide some insulation to the overall cyclical nature of theindustry as it tends to provide a more stable stream of revenues. Brand equity and the extent of a company’s distribution network also contribute tothe level of aftermarket sales. We believe CVG has a widely recognized brand portfolio and participates in most retail sales channels includingOriginal Equipment Dealer networks and independent distributors.Commercial Construction Equipment Market. New vehicle demand in the global construction equipment market generally follows certaineconomic conditions including GDP, infrastructure investment, housing starts, business investment, oil and energy investment and industrialproduction around the world. Within the construction market, there are two classes of construction equipment markets: the medium and heavyconstruction equipment market (weighing over 12 metric tons) and the light construction equipment market (weighing below 12 metric tons). Ourconstruction equipment products are primarily used in the medium and heavy construction equipment markets. The platforms that we generallyparticipate in include: cranes, pavers, planers and profilers, dozers, loaders, graders, haulers, tractors, excavators, backhoes, material handling andcompactors. Demand in the medium and heavy construction equipment market is typically6Table of Contentsrelated to the level of larger-scale infrastructure development projects such as highways, dams, harbors, hospitals, airports and industrialdevelopment as well as activity in the mining, forestry and other commodities industries.Purchasers of medium and heavy construction equipment include construction companies, municipalities, local governments, rental fleet owners,quarrying and mining companies and forestry related industries. Purchasers of light construction equipment include contractors, rental fleet owners,landscapers, logistics companies and farmers. In the medium and heavy construction equipment market, we primarily supply OEMs with our wireharness and seating products.Agricultural Equipment Market. We market most of our products for small, medium and large agricultural equipment across a spectrum ofmachines including tractors, sprayers, bailers, farm telehandler equipment and harvesters. Sales and production of these vehicles can be influencedby rising or falling farm commodity prices, land values, profitability, and other factors such as increased mechanization in emerging economies andnew uses for crop materials such as biofuels and other factors. In the medium to longer term, a combination of factors create the need for moreproductive agricultural equipment, such as: (1) population growth, (2) an evolving sophistication of dietary habits, and (3) constraints on arableland and other macroeconomic and demographic factors.Military Equipment Market. We supply products for heavy- and medium-payload tactical trucks that are used by various military customers.Military equipment production is particularly sensitive to political and governmental budgetary considerations.Raw Materials and SuppliersA description of the principal raw materials we utilize in principal product categories are:Electrical Wire Harnesses and Panel Assemblies. The principal raw materials used to manufacture our electrical wire harnesses are wire and cable,connectors, terminals, switches, relays and various covering techniques involving braided yarn, braided copper, slit and non-slit conduit and moldedfoam. These raw materials are obtained from multiple suppliers and are generally available, although we have experienced and continue toexperience a shortage of certain of these raw materials.Trim Systems and Components. The principal raw materials used in our Trim are resin and chemical products, foam, vinyl and fabric which areformed and assembled into end products. These raw materials are generally readily available from multiple suppliers.Cab Structures and Sleeper Boxes. The principal raw materials and components used in our cab structures and sleeper boxes are steel andaluminum. These raw materials are generally readily available and obtained from multiple suppliers.Mirrors, Wipers and Controls. The principal raw materials used to manufacture our mirrors, wipers and controls are steel, stainless steel, aluminumand rubber, which are generally readily available and obtained from multiple suppliers. We also purchase sub-assembled products, such as motors,for our mirrors, wipers and controls.Seats and Seating Systems. The principal raw materials used in our seats include steel, aluminum, resin-based products and foam products and aregenerally readily available and obtained from multiple suppliers under various supply agreements. Leather, vinyl, fabric and certain othercomponents are also purchased from multiple suppliers.Our Supply AgreementsOur supply agreements generally provide for fixed pricing but do not require us to purchase any specified quantities. Normally we do not carry inventories ofraw materials or finished products in excess of what is reasonably required to meet production and shipping schedules, as well as service requirements. Steel,aluminum, petroleum-based products, copper, resin, foam, fabrics, wire and wire components comprise the most significant portion of our raw material costs.We typically purchase steel, copper and petroleum-based products at market prices that are fixed over varying periods of time. Due to the volatility in pricingover the last several years, we use methods such as market index pricing and competitive bidding to assist in reducing our overall cost. The recent impositionof tariffs on steel and aluminum have impacted the prices of certain of our materials. Implementation of Brexit may result in supply disruptions. We strive toalign our customer pricing and material costs to minimize the impact of steel, copper and petrochemical price fluctuations. Certain component purchases andsuppliers are directed by our customers, so we generally will pass through directly to the customer cost changes from these components. We generally are notdependent on a single supplier or limited group of suppliers for our raw materials.Research and Development7Table of ContentsOur research and development capabilities offer quality and technologically advanced products to our customers at competitive prices. We offer productstyling, product design, specialized simulation and testing and evaluation services that are necessary in today’s global markets. Our capabilities in acoustics,thermal efficiency, benchmarking, multi-axis durability, biomechanics, comfort, prototyping and process prove-out allow us to provide complete integratedsolutions to the end-user.We engage in global engineering, and research and development activities that improve the reliability, performance and cost-effectiveness of our existingproducts and support the design and development and testing of new products for existing and new applications. We have test and validation engineeringcenters in North America, Europe and Asia. We have a global engineering support center in India to provide a cost-effective global engineering resource toour seat facilities.We believe we are staffed with experienced engineers and have equipment and technology to support early design involvement that results in products thattimely meet or exceed the customer’s design and performance requirements, and are more efficient to manufacture. Our ability to support our products andcustomers with extensive on site involvement enhances our position for bidding on such business. We work aggressively to ensure that our quality anddelivery metrics distinguish us from our competitors.Generally, we work with our customers’ engineering and development teams at the beginning of the design process for new components and assemblies andsystems, or the re-engineering process for existing components and assemblies, in order to leverage production efficiency and quality. Our customers arecontinuously searching for advanced products while maintaining cost, quality and performance deliverables.Research and development costs for the years ended December 31, 2018, 2017 and 2016 totaled $9.5 million, $7.7 million and $7.0 million, respectively.Intellectual PropertyOur principal intellectual property consists of product and process technology and a limited number of U.S. and foreign patents, trade secrets, trademarks andcopyrights. Although our intellectual property is important to our business operations and in the aggregate constitutes a valuable asset, we do not believethat any single patent, trade secret, trademark or copyright, or group of patents, trade secrets, trademarks or copyrights is critical to the success of ourbusiness. Our policy is to seek statutory protection for all significant intellectual property embodied in patents, trademarks and copyrights.Our major brands include CVG™, Sprague Devices®, Moto Mirror®, RoadWatch®, KAB Seating™, National Seating™, Bostrom Seating®, Stratos™ andFinishTEK™. We believe that our brands are valuable but that our business is not dependent on any one brand. We own U.S. federal trademark registrationsfor several of our products.Manufacturing ProcessesA description of the manufacturing processes we utilize for each of our principal product categories is set forth below:Electrical Wire Harnesses and Panel Assemblies. We utilize several manufacturing techniques to produce our electrical wire harnesses and panelassemblies. Our processes, manual and automated, are designed to produce a wide range of wire harnesses and panel assemblies in short time frames.Our wire harnesses and panel assemblies are electronically and hand tested.Trim Systems and Components. Our Trim capabilities include injection molding, low-pressure injection molding, urethane molding and foamingprocesses, compression molding, heavy-gauge thermoforming and vacuum forming as well as various cutting, sewing, trimming and finishingmethods.Cab Structures and Sleeper Boxes. We utilize a wide range of manufacturing processes to produce our cab structures and sleeper boxes and utilizerobotic and manual welding techniques in the assembly of these products. Large capacity, fully automated E-coat paint priming systems allow us toprovide 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 themanufacturing operations of the major OEMs.Mirrors, Wipers and Controls. We manufacture our mirrors, wipers and controls utilizing a variety of manufacturing processes and techniques. Ourmirrors, wipers and controls are primarily assembled utilizing semi-automatic work cells and are electronically tested.Seats and Seating Systems. Our seats utilize a variety of manufacturing techniques whereby foam and various other components along with fabric,vinyl or leather are affixed to an underlying seat frame. We also manufacture and assemble seat frames.8Table of ContentsWe have a broad array of processes to enable us to meet our OEM customers’ styling and cost requirements. The vehicle cab is the most significant andappealing aspect to the operator of the vehicle. Each commercial vehicle OEM therefore has unique requirements as to feel, appearance and features.The end markets for our products can be highly specialized and our customers frequently request modified products in low volumes within an expediteddelivery timeframe. As a result, we primarily utilize flexible manufacturing cells at our production facilities. Manufacturing cells are clusters of individualmanufacturing operations and work stations. This provides flexibility by allowing efficient changes to the number of operations each operator performs.When compared to the more traditional, less flexible assembly line process, cell manufacturing allows us to better maintain our product output consistentwith our OEM customers’ requirements and minimize the level of inventory.When an end-user buys a commercial vehicle, the end-user may specify the seat and other features for that vehicle. Because our Seats are unique, ourmanufacturing facilities have significant complexity which we manage by building in sequence. We build our Seats as orders are received, and the Seats aredelivered to our customers in the sequence in which vehicles come down the assembly line. We have systems in place that allow us to provide completecustomized interior kits in boxes that are delivered in sequence. Sequencing reduces our cost of production because it eliminates warehousing costs andreduces waste and obsolescence, thereby offsetting increased labor costs. Several of our manufacturing facilities are strategically located near our customers’assembly facilities, which facilitates this process and minimizes shipping costs.We employ just-in-time manufacturing and sourcing in our operations to meet customer requirements for faster deliveries and to minimize our need to carrysignificant inventory levels. We utilize material systems to manage inventory levels and, in certain locations, we have inventory delivered as often as twotimes per day from a nearby facility based on the previous day’s order, which reduces the need to carry excess inventory at our facilities.Within our cyclical industries, we strive to maintain a certain portion of temporary labor to improve our ability to flex our costs and throughput as requiredby fluctuating customer demand. We engage our core employees to assist in making our processes efficient.SeasonalityOEMs close their production facilities around holidays or when demand drops, reducing work days. Our cost structure, to the extent it is variable, provides uswith some flexibility during these periods.Our Customer Contracts, and Sales and MarketingOur OEM customers generally source business to us pursuant to written contracts, purchase orders or other commitments (“Commercial Arrangements”) withterms of price, quality, technology and delivery. Awarded business generally covers the supply of all or a portion of a customer’s production and servicerequirements for a particular product program rather than the supply of a specific quantity of products. In general, these Commercial Arrangements providethat the customer can terminate them if we do not meet specified quality, delivery and cost requirements. Although these Commercial Arrangements may beterminated at any time by our customers (but not by us), such terminations have historically been minimal and have not had a material impact on our resultsof operations. Because we produce products for a broad cross section of vehicle models, we are not overly reliant on any one vehicle model.Our Commercial Arrangements with our OEM customers may provide for an annual prospective productivity price reduction. These productivity pricereductions are generally calculated on an annual basis as a percentage of the previous year’s purchases by each customer. Historically, most of these pricereductions have been offset by internal cost reductions and through the assistance of our supply base, although no assurances can be given that we will beable to achieve such reductions in the future. The cost reduction is achieved through engineering changes, material cost reductions, logistics savings,reductions in packaging cost, labor efficiencies and other productivity actions.Our sales and marketing efforts are designed to create customer awareness of our engineering, design and manufacturing capabilities. Our sales and marketingstaff work closely with our design and engineering personnel to prepare the materials used for bidding on new business, as well as to provide an interfacebetween us and our key customers. We have sales and marketing personnel located in every major region in which we operate. From time to time, weparticipate in industry trade shows and advertise in industry publications.Our principal customers for our aftermarket sales include OEM dealers and independent wholesale or retail distributors. Our sales and marketing efforts arefocused on supporting these two distribution channels, as well as participation in industry trade shows and direct contact with major fleets.Competition9Table of ContentsWithin each of our principal product categories we compete with a variety of independent suppliers and with OEMs’ in-house operations, primarily on thebasis of price, breadth of product offerings, product quality, technical expertise, development capability, product delivery and product service. A summary ofour primary competitors is set forth below:Electrical Wire Harnesses and Panel Assemblies. We supply a wide range of electrical wire harnesses and panel assemblies used in variouscommercial and other vehicles. Our primary competitors for wire harnesses include large diversified suppliers such as Delphi Automotive PLC,Leoni, Nexans SA, Motherson-Sumi, St. Clair and Electrical Components International as well as many smaller companies.Trim Systems and Components. We believe we have a good position supplying Trim products to the North American MD/HD Truck market. Wecompete with a number of competitors with respect to each of our trim system products and components. Our primary competitors are ConMet,International Automotive Components, Superior, Blachford Ltd. and Grupo Antolin.Cab Structures and Sleeper Boxes. We are a supplier of cab structures and sleeper boxes to the North American MD/HD Truck market. Our primarycompetitors in this category are Magna, International Equipment Solutions (formerly Crenlo), Worthington Industries (formerly Angus Palm),McLaughlin Body Company and Defiance Metal Products.Mirrors, Wipers and Controls. We are a supplier of mirrors, wipers and controls to the truck, bus, agriculture, construction, rail and militarymarkets in North America and Europe. We compete with various competitors in this category. Our principal competitors for mirrors are Hadley,Retrac, and Lang-Mekra and our principal competitors for wiper systems are Doga, Wexco, Trico and Valeo.Seats and Seating Systems. We believe we have a strong market position supplying Seats to the North American MD/HD Truck market. Ourprimary competitors in the North American commercial vehicle market include Sears Manufacturing Company, Isringhausen, Grammer AG andSeats, Inc. Our primary competitors in the European commercial vehicle market include Grammer AG and Isringhausen; and in the Asia-Pacificregion include Isrihuatai and Tiancheng (in China); and Harita and Pinnacle (in India).Competitive StrengthsGenerally, the barriers to entry in our business include investment, specific engineering requirements, transition costs for OEMs to shift production to newsuppliers, just-in-time delivery requirements and brand name recognition. Our competitive strengths include the following:Market Positions and Brands. We believe we have a strong market position supplying Seats and a good market position supplying Trim productsto the North American MD/HD Truck market. Our market position in the North American MD/HD Truck market leads us to believe we haveprocesses in place to design, manufacture and introduce products that meet customers’ expectations in that market. We also believe we arecompetitive as a global supplier of construction vehicle Seats. Our major product brands include CVG™, Sprague Devices®, Moto Mirror®,RoadWatch®, KAB Seating™, National Seating™, Bostrom Seating®, Stratos™ and FinishTEK™.Commercial Vehicle Solutions. We manufacture a broad base of products utilized in the interior and the exterior of commercial vehicles. Webelieve the breadth of our product offerings provide us with a potential opportunity for further customer penetration by bundling our products toprovide complete system solutions.End-User Focused Product Innovation. Commercial vehicle OEMs focus on interior and exterior product design features that better serve thevehicle operator and therefore seek suppliers that can provide product innovation. Accordingly, we have engineering, and research and developmentcapabilities to assist OEMs in meeting those needs. We believe this helps us secure content on new as well as current platforms and models.Flexible Manufacturing Capabilities. Because commercial vehicle OEMs permit their customers to select from an extensive menu of cab options,our end users frequently request modified products in low volumes within a limited time frame. We can leverage our flexible manufacturingcapabilities to provide low volume, customized products to meet styling, cost and just-in-time delivery requirements. We manufacture or assembleour products in facilities in North America, Europe and in the Asia-Pacific region.Lean Manufacturing. We began what we refer to as our "Operational Excellence" program, which is based on Lean Six-Sigma concepts, in 2015.The program has trained approximately 2,300 CVG employees to achievement levels ranging from yellow belt to black belt in the Lean Six-Sigmaconcepts. We believe the Lean or Six-Sigma projects make significant and sustainable improvement in processes, products or services leading tosizable contributions that help off-set inflation and enhance margins.10Table of ContentsCVG Digital. We began a digital transformation in 2017 as a part of a multi-year plan. As a part of this program, we have standardized our real-timeproduction data collection and electronic display methods. We have also standardized our downtime detection and problem solving systems basedon the use of electronic alerts. This type of real-time production floor monitoring and data-driven problem solving approach improvesaccountability, drives ownership, and enhances employee engagement leading to tangible improvement in asset utilization, labor efficiency,quality, and employee retention.Global Capabilities. We have sales, engineering, manufacturing and assembly capabilities in North America, Europe and the Asia-Pacific regionthat provide a high level of service to our customers who manufacture and sell their products on a global basis.Relationships with Leading Customers and Major North American Fleets. We have comprehensive product offerings, brand names and productfeatures that enable us to be a global supplier to many of the leading MD/HD Truck, construction and specialty commercial vehicle manufacturerssuch as PACCAR, Caterpillar, Volvo/Mack, Navistar, Daimler Trucks, John Deere, Oshkosh Corporation, Komatsu and Škoda (part of theVolkswagen Group). In addition, we maintain relationships with the major MD/HD Truck fleets that are end-users of our products such as SchneiderNational, Werner, Walmart, FedEx and JB Hunt.Management Team. We believe that our management team has substantial knowledge of our customer needs and expertise in critical operationalareas, and has a demonstrated ability to manage costs, improve processes and expand revenue through product, market, geography and customerdiversification.BacklogOur customers may place annual blanket purchase orders that do not obligate them to purchase any specific or minimum amount of products from us until arelease is issued by the customer under the blanket purchase order. Releases are typically placed 30 to 90 days prior to required delivery and may be canceledwithin agreed terms. We do not believe that our backlog of expected product sales covered by firm purchase orders is a meaningful indicator of future salessince orders may be rescheduled or canceled.EmployeesAs of December 31, 2018, we had approximately 8,355 permanent employees, of whom approximately 15% were salaried and the remainder were hourly. Asof December 31, 2018, approximately 53% of the employees in our North American operations were unionized, with the majority of union-representedpersonnel based in Mexico. Approximately 68% of our European, Asian and Australian operations were represented by shop steward committees.We did not experience any material strikes, lockouts or work stoppages during 2018 and consider our relationship with our employees to be satisfactory. Onan as-needed basis during peak periods we utilize contract and temporary employees. During periods of weak demand, we respond to reduced volumesthrough flexible scheduling, furloughs and/or reductions in force as necessary. Environmental MattersWe are subject to foreign, federal, state and local laws and regulations governing the protection of the environment and occupational health and safety,including laws regulating air emissions, wastewater discharges, and the generation, storage, handling, use and transportation of hazardous materials; theemission and discharge of hazardous materials into the soil, ground or air; and the health and safety of our colleagues. We are also required to obtain permitsfrom governmental authorities for certain of our operations. We are also subject to laws imposing liability for the cleanup of contaminated property. Underthese laws, we could be held liable for costs and damages relating to contamination at our past or present facilities and at third-party sites to which we sentwaste containing hazardous substances.Government RegulationsNew emissions regulations were approved in 2016 by US regulators impacting MD/HD Truck manufacturers. The regulations require manufacturers to cutgreenhouse gas emissions by 25 percent by 2027. Other countries are implementing clean air measures to reduce air pollution. For example, China's Ministryof Environment implemented new standards applicable beginning in 2017 for Stage V vehicles, including light gasoline-powered vehicles, diesel-poweredpassenger vehicles and heavy diesel-powered vehicles manufactured and sold in China.Under a California law known as Proposition 65, if the state has determined that a substance causes cancer or harms human reproduction, a warning mustappear on any product sold in the state that exposes consumers to that substance. The state maintains11Table of Contentslists of these substances and periodically adds other substances to them. Certain of our products are subject to Proposition 65, which does not provide for anygenerally applicable quantitative threshold below which the presence of a listed substance is exempt from the warning requirement. Consequently, thedetection of even a trace amount of a listed substance can subject an affected product to the requirement of a warning label. We provide warnings on ourproducts in California.To the extent that current or future governmental regulation has a negative impact on the demand for commercial vehicles, our business, financial conditionor results of operations could be adversely affected.AVAILABLE INFORMATIONWe maintain a website on the Internet at www.cvgrp.com. We make available free of charge through our website, by way of a hyperlink to a third-partySecurities Exchange Commission ("SEC") filing website, our Annual Reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K andamendments to those reports electronically filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934. Such information is available assoon as such reports are filed with the SEC. Additionally, our Code of Ethics may be accessed within the Investor Relations section of our website.Information found on our website is not part of this Annual Report on Form 10-K or any other report filed with the SEC.EXECUTIVE OFFICERS OF REGISTRANTThe following table sets forth certain information with respect to our executive officers as of March 11, 2019:NameAge Principal Position(s)Patrick E. Miller51 President, Chief Executive Officer, DirectorC. Timothy Trenary62 Executive Vice President and Chief Financial OfficerDale M. McKillop61 Senior Vice President and Managing Director of Trim, Wipers and StructuresThe following biographies describe the business experience of our executive officers:Patrick E. Miller has served as President and Chief Executive Officer and Director since November 2015. Prior to being appointed President and ChiefExecutive Officer, Mr. Miller, was President of the Company’s Global Truck & Bus Segment. Prior to that, he served in the capacity of Senior VicePresident & General Manager of Aftermarket; Senior Vice President of Global Purchasing; Vice President of Global Sales; Vice President & General Managerof North American Truck and Vice President & General Manager of Structures. Prior to joining the Company, Mr. Miller held engineering, sales, andoperational leadership positions with Hayes Lemmerz International, Alcoa, Inc. and ArvinMeritor. In December 2018, Mr. Miller was appointed to the boardof directors of Federal Signal Corporation. He holds a Bachelor of Science in Industrial Engineering from Purdue University and a Masters of BusinessAdministration from the Harvard University Graduate School of Business.C. Timothy Trenary has served as Executive Vice President and Chief Financial Officer since October 2013. Mr. Trenary served as Executive Vice Presidentand Chief Financial Officer of ProBuild Holdings LLC, a privately held North American supplier of building materials, from 2010 to 2013. Prior to that, Mr.Trenary served as Senior Vice President & Chief Financial Officer of EMCON Technologies Holdings Limited, a privately held global automotive partssupplier, from 2008 to 2010; and as Vice President and Chief Financial Officer of DURA Automotive Systems, Inc., a publicly held global automotive partssupplier, from 2007 to 2008. In November 2017, Mr. Trenary became an organizer and in March 2018 became a member of the board of directors of Mi Bank,a de novo community bank in organization. He holds a Bachelor of Accounting with Honors from Michigan State University and a Masters of BusinessAdministration with Honors from the University of Detroit Mercy. Mr. Trenary is a certified public accountant with registered status in Michigan.Dale M. McKillop has served as Senior Vice President and Managing Director of Trim, Wipers and Structures since 2016. He has been with the Companysince 2005 when he joined the Company with the acquisition of Mayflower Vehicle Systems. Mr. McKillop has held positions of increasing responsibilitywith the company including Managing Director - Structures and Aftermarket, Managing Director - Structures, Director of Operations Trim and Structures, andPlant Manager. Prior to joining Mayflower Vehicle Systems, Mr. McKillop held engineering positions with Pullman Standard from 1978 to 1982. Mr.McKillop holds a Bachelor of Science degree in Business Administration from Gardner Webb University.Item 1A.Risk FactorsYou should carefully consider the risks described below before making an investment decision. These are not the only risks we face.12Table of ContentsIf any of these risks and uncertainties were to actually occur, our business, financial condition or results of operations could be materially and adverselyaffected. In such case, the trading price of our common stock could decline and you may lose all or part of your investment.Risks Related to Our Business and IndustryOur results of operations could be materially and adversely affected by downturns in the U.S. and global economy which are naturally accompanied byrelated declines in freight tonnage hauled and in infrastructure development and other construction projects.Our results of operations are directly impacted by changes in the U.S. and global economic conditions which are accompanied by related declines in freighttonnage hauled and in infrastructure development and other construction projects because, among other things:•Demand for our MD/HD Truck products is generally dependent on the number of new MD/HD Truck commercial vehicles manufactured inNorth America. Historically, the demand for MD/HD Truck commercial vehicles has declined during periods of weakness in the North Americaneconomy.•Demand for our construction equipment products is dependent on vehicle demand for new commercial vehicles in the global constructionequipment market.•Demand in the medium and heavy construction vehicle market, which is where our products are primarily used, is typically related to the levelof larger-scale infrastructure development projects.If we experience periods of low demand for our products in the future, it could have a negative impact on our revenues, operating results and financialposition.Volatility and cyclicality in the commercial vehicle market could adversely affect us.Our profitability depends in part on the varying conditions in the commercial vehicle market. This market is subject to considerable volatility as it moves inresponse to cycles in the overall business environment and is particularly sensitive to the industrial sector of the economy, which generates a significantportion of the freight tonnage hauled. Sales of commercial vehicles have historically been cyclical, with demand affected by such economic factors asindustrial production, construction levels, demand for consumer durable goods, interest rates and fuel costs.Historically, general weakness in the global economy, but especially the North American economy, and corresponding decline in the need for commercialvehicles has contributed to a downturn in commercial vehicle production. Demand for commercial vehicles depends to some extent on economic and otherconditions in a given market and the introduction of new vehicles and technologies. The yearly demand for commercial vehicles may increase or decreasemore than overall gross domestic product in markets we serve. Downturns historically have had a material adverse effect on our business. If unit production ofcommercial vehicles declines in the future it may materially and adversely affect our business and results of operations. Conversely, upswings in the globaleconomy may result in a sharp acceleration in commercial vehicle production. A sharp acceleration in commercial vehicle production may adversely affectour ability to convert the incremental revenue into operating income efficiently.Natural disasters may also disrupt the commercial vehicle market and materially and adversely affect global production levels in our industry. The impactfrom disasters resulting in wide-spread destruction may not be immediately apparent. It is particularly difficult to assess the impact of catastrophic losses onour suppliers and end customers, who themselves may not fully understand the impact of such events on their businesses. Accordingly, there is no assuranceour results of operations will not be materially affected as a result of the impact of future disasters.We may be unable to successfully implement our business strategy and, as a result, our businesses and financial position and results of operations couldbe materially and adversely affected.Our ability to achieve our business and financial objectives is subject to a variety of factors, many of which are beyond our control. For example, we may notbe successful in implementing our strategy if unforeseen factors emerge diminishing the expected growth in the commercial vehicle markets we supply, or weexperience increased pressure on our margins. In addition, we may not succeed in integrating strategic acquisitions, and our pursuit of additional strategicacquisitions may lead to resource constraints, which could have a negative impact on our ability to meet customers’ demands, thereby adversely affecting ourrelationships with those customers. Similarly, strategic divestitures involve special risks and could have an adverse effect on our results of operations andfinancial condition. As a result of such business or competitive factors, we may decide to alter or discontinue aspects of our business strategy and may adoptalternative or additional strategies. Any failure to successfully implement our business strategy could materially and adversely affect our business, results ofoperations and growth potential.13Table of ContentsWe may be unable to complete strategic acquisitions or we may encounter unforeseen difficulties in integrating acquisitions.We may pursue acquisition targets that will allow us to continue to expand into new geographic markets, add new customers, provide new products,manufacturing and service capabilities and increase penetration with existing customers. However, we expect to face competition for acquisition candidates,which may limit the number of our acquisition opportunities and may lead to higher acquisition prices. Moreover, acquisition of businesses may requireadditional debt and/or equity financing, perhaps resulting in additional leverage and/or shareholder dilution. The covenants relating to our debt instrumentsmay further limit our ability to complete acquisitions. There can be no assurance we will find attractive acquisition candidates or successfully integrateacquired businesses into our existing business. If the expected synergies from acquisitions do not materialize or we fail to successfully integrate such newbusinesses into our existing businesses, our results of operations could also be materially and adversely affected.Circumstances associated with our acquisition and divestiture strategy could adversely affect our results of operations and financial condition.From time to time, we pursue acquisition targets to expand or compliment our business. Acquisitions involve risks, including the risk that we may overpayfor a business or are unable to obtain in a timely manner, or at all, the synergies and other expected benefits from acquiring a business. Integrating acquiredbusinesses also involves a number of special risks, including the following:•the possibility that management’s attention may be diverted from regular business concerns by the need to integrate operations;•problems assimilating and retaining the management or employees of the acquired company or the Company’s employees following an acquisition;•accounting issues that could arise in connection with, or as a result of, the acquisition of the acquired company, including issues related to internalcontrol over financial reporting;•regulatory or compliance issues that could exist for an acquired company or business;•challenges in retaining the customers of the combined businesses;•the potential of lawsuits challenging the Company’s decisions; and•potential adverse short-term effects on results of operations through increased costs or otherwise.If the Company is unable to successfully complete and integrate strategic acquisitions in a timely manner, its results of operations and financial conditioncould be adversely affected.With respect to divestitures, from time to time we evaluate the performance and strategic fit of our businesses and may decide to sell a business or productline based on such an evaluation. Any divestitures may result in significant write-offs, including those related to goodwill and other tangible and intangibleassets, which could have an adverse effect on our results of operations and financial condition. Divestitures could involve additional risks, including thefollowing:•difficulties in the separation of operations, services, products and personnel;•the diversion of management’s attention from other business concerns;•the assumption of certain current or future liabilities in order to induce a buyer to complete the divestiture;•the disruption of our business;•the potential of lawsuits challenging the Company's decisions;•the potential loss of key employees; and•the proper allocation of shared costs.The Company may not be successful in managing these or any other significant risks that it may encounter in divesting a business or product line and itsresults of operations and financial condition may be adversely affected.Our customer base is concentrated and the loss of business from a major customer or the discontinuation of particular commercial vehicle platformscould reduce our revenues.Sales to A.B. Volvo, Daimler and PACCAR accounted for approximately 19%, 16% and 11%, respectively, of our revenue in 2018, and our ten largestcustomers accounted for approximately 76% of our revenue in 2018. Even though we may be selected as the supplier of a product by an OEM for a particularvehicle, our OEM customers issue blanket purchase orders, which generally provide for the supply of that customer’s annual requirements for that vehicle,rather than for a specific number of our products. If the OEM’s requirements are less than estimated, the number of products we sell to that OEM will beaccordingly reduced. In addition, the OEM may terminate its purchase orders with us at any time. The loss of any of our largest customers or the loss ofsignificant business from any of these customers could have a material adverse effect on our business, financial condition and results of operations.14Table of ContentsOur profitability could be adversely affected if the actual production volumes for our customers’ vehicles are significantly lower than expected.We incur costs and make capital expenditures based in part upon estimates of production volumes for our customers’ vehicles. While we attempt to establisha price for our components and systems that will compensate for variances in production volumes, if the actual production of these vehicles is significantlyless than anticipated, our gross margin on these products would be adversely affected. We enter into agreements with our customers at the beginning of agiven platform’s life to supply products for that platform. Once we enter into such agreements, fulfillment of the supply requirements is our obligation for theentire production life of the platform, with terms generally ranging from five to seven years, and we have limited provisions to terminate such contracts. Wemay become committed to supply products to our customers at selling prices that are not sufficient to cover the direct cost to produce such products. Wecannot predict our customers’ demands for our products. If customers representing a significant amount of our revenues were to purchase materially lowervolumes than expected, or if we are unable to keep our commitment under the agreements, it would have a material adverse effect on our business, financialcondition and results of operations.Our major OEM customers may exert significant influence over us.The commercial vehicle component supply industry has traditionally been highly fragmented and serves a limited number of large OEMs. As a result, OEMshave historically had a significant amount of leverage over their outside suppliers. Generally, our contracts with major OEM customers provide for an annualproductivity price reduction. Historically, we have been able to generally mitigate these customer-imposed price reduction requirements through productdesign changes, increased productivity and similar programs with our suppliers. However, if we are unable to generate sufficient production cost savings inthe future to offset these price reductions, our gross margin and profitability would be adversely affected. Additionally, we generally do not have clauses inour customer agreements that guarantee that we will recoup the design and development costs that we incurred to develop a product. In other cases, we sharethe design costs with the customer and thereby have some risk that not all the costs will be covered if the project does not go forward or if it is not asprofitable as expected.In addition, changes in OEMs’ purchasing policies or payment practices could have an adverse effect on our business. Furthermore, due to the cost focus ofour major customers, we have been, and expect to continue to be, requested to reduce prices as part of our initial business quotations and over the life ofvehicle platforms we have been awarded. We cannot be certain that we will be able to generate cost savings and operational improvements in the future thatare sufficient to offset price reductions requested by existing customers and necessary to win additional business.Demand for our products could also be materially reduced if our customers vertically integrate their operations in a significant manner, which would have amaterial and adverse impact on our business and results of operations.We are subject to certain risks associated with our foreign operations.We have operations in the Mexico, China, United Kingdom, Czech Republic, Ukraine, Belgium, Australia, India and Thailand, which accounted forapproximately 25%, 26% and 25% of our total revenues for the years ended December 31, 2018, 2017 and 2016, respectively. There are certain risks inherentin our international business activities including, but not limited to:•the difficulty of enforcing agreements and collecting receivables through certain foreign legal systems;•foreign customers, who may have longer payment cycles than customers in the U.S.;•foreign currency exchange rate fluctuations affecting our ability to match revenue received with costs;•tax rates in certain foreign countries, which may exceed those in the U.S., withholding requirements or the imposition of tariffs, exchangecontrols or other restrictions, including restrictions on repatriation, on foreign earnings;•intellectual property protection difficulties;•general economic and political conditions, along with major differences in business culture and practices, including the challenges of dealingwith business practices that may impact the company’s compliance efforts, in countries where we operate;•exposure to local social unrest, including any resultant acts of war, terrorism or similar events;•the difficulties associated with managing a large organization spread throughout various countries; and•complications in complying with a variety of laws and regulations related to doing business with and in foreign countries, some of which mayconflict with U.S. law or may be vague or difficult to comply with.Additionally, our international business activities are also subject to risks arising from violations of U.S. laws such as the U.S. Foreign Corrupt Practices Actand similar anti-bribery laws in other jurisdictions, and various export control and trade embargo laws and regulations, including those which may requirelicenses or other authorizations for transactions relating to certain countries15Table of Contentsand/or with certain individuals identified by the U.S. government. If we fail to comply with applicable laws and regulations, we could suffer civil andcriminal penalties that could materially and adversely affect our results of operations and financial condition.As we expand our business on a global basis, we are increasingly exposed to these risks. Our success will be dependent, in part, on our ability to anticipateand effectively manage these and other risks associated with foreign operations. These and other factors may have a material adverse effect on ourinternational operations, business, financial condition and results of operations.The uncertainty surrounding the implementation and effect of Brexit may cause increased economic volatility, affecting our operations and business.On June 23, 2016, voters in the United Kingdom (UK) approved an advisory referendum to withdraw membership from the EU, which proposed exit (referredto as Brexit) could cause disruptions to, and create uncertainty surrounding, our business in the UK and EU, including affecting our relationships with ourexisting and future customers, suppliers and employees. As a result, Brexit could have an adverse effect on our future business, financial results andoperations. The formal process for the UK leaving the EU began in March 2017, when the UK served notice to the European Council under Article 50 of theTreaty of Lisbon. The long-term nature of the UK’s relationship with the EU is unclear and there is considerable uncertainty when any relationship will beagreed and implemented. The political and economic instability created by Brexit has caused and may continue to cause significant volatility in globalfinancial markets and uncertainty regarding the regulation of data protection in the UK. Brexit could also have the effect of disrupting the free movement ofgoods, services, and people between the UK, EU, and elsewhere. The effects of Brexit will depend on any agreements the UK makes to retain access to the EUmarkets either during a transitional period or more permanently. Brexit could lead to legal uncertainty and potentially divergent national laws andregulations as the UK determines which EU laws to replace or replicate. Further, uncertainty around these and related issues could lead to adverse effects onthe economy of the UK and the other economies in which we operate. There can be no assurance that any or all of these events will not have a materialadverse effect on our business operations, results of operations and financial condition.We are subject to certain risks associated with our Mexican operationsIn December 2018, the newly elected Mexican government announced new minimum wage requirements per the Mexican labor laws. Under the newrequirements, Mexico will have two minimum wages: one rate applicable to municipalities located on the border with the United States, which were includedin a newly created Northern Border Free Trade Zone, and a different rate applicable to the rest of Mexico.Along with the new requirements, the Mexican National Minimum Wage Commission announced the following new minimum wages, which have been ineffect since January 1, 2019: Pesos. 176.72 Per day for municipalities in the Northern Border Free Trade Zone, a 100% increase from the minimum wage ofPesos. 88.36 Per day in effect prior to January 1, 2019, and Pesos. 102.68 Per day for the rest of Mexico, a 16.2% increase from the prior minimum wage. Wehave facilities in the Northern Border Free Trade Zone that are affected by the 100% increase in minimum wage and we have complied with the newrequirements. We are uncertain if the increase in the affected employee’s minimum wage will flow through the entire compensation structure of ouremployees in our facilities in Mexico creating additional costs and any labor shortages resulting from our failure to adjust the entire compensation structureover and above the incremental minimum wage. Additionally, we are uncertain if we will be successful in passing through the related incremental cost to ourcustomers and there can be no assurance our results of operations will not be materially affected as a result of the impact of such incremental cost.Significant changes to international trade regulations could adversely affect our results of operations.Our business benefits from current free trade agreements and other duty preference programs, including the North American Free Trade Agreement(“NAFTA”). The U.S. government has negotiated the US-Mexico-Canada Agreement (the "USMCA") as a replacement for NAFTA, which has to be ratified bythe legislature in each of the signatory countries before it becomes binding. The U.S. government has indicated that it may propose significant changes toother international trade agreements, import and export regulations, and tariffs and customs duties, which have increased uncertainty regarding the future ofexisting international trade regulations. The imposition of tariffs on the products we manufacture and sell could have a material and adverse impact on ourbusiness, financial condition and results of operations. Additionally, if the U.S. President or Congress takes action to withdraw from or materially modifyNAFTA or USMCA, our business, financial condition and results of operations could be adversely affected.Decreased availability or increased costs of materials could increase our costs of producing our products.We purchase raw materials, fabricated components, assemblies and services from a variety of suppliers. Steel, aluminum, petroleum-based products, copper,resin, foam, fabrics, wire and wire components account for the most significant portion of our raw material costs. Although we currently maintain alternativesources for most raw materials, from time to time, however, the prices and16Table of Contentsavailability of these materials fluctuate due to global market demands and other considerations, which could impair the Company's ability to procurenecessary materials, or increase the cost of such materials. We may be assessed surcharges on certain purchases of steel, copper and other raw materials.Inflationary and other increases in costs of these materials have occurred in the past and may recur from time to time. In addition, freight costs associated withshipping and receiving product are impacted by fluctuations in freight tonnage, freight hauler capacity and the cost of oil and gas. If we are unable topurchase certain raw materials required for our operations, our operations would be disrupted, and our results of operations would be adversely affected. Inaddition, if we are unable to pass on the increased costs of raw materials to our customers, this could adversely affect our results of operations and financialcondition.The recent imposition of tariffs on steel and aluminum have impacted the prices of certain of our materials. The continuation or expansion of the tariffs couldresult in material increases in our costs.We have invested substantial resources in markets where we expect growth and we may be unable to timely alter our strategies should such expectationsnot be realized.Our future growth is dependent in part on our making the right investments at the right time to support product development and manufacturing capacity inareas where we can support our customer base. We have identified the Asia-Pacific region, specifically China and India, as key markets likely to experiencesubstantial growth in our market share, and accordingly have made and expect to continue to make substantial investments, both directly and throughparticipation in various partnerships and joint ventures, in numerous manufacturing operations, technical centers and other infrastructure to supportanticipated growth in those regions. If we are unable to maintain, deepen existing and develop additional customer relationships in these regions, we may notonly fail to realize expected rates of return on our existing investments, we may also incur losses on such investments and be unable to timely redeploy theinvested capital to take advantage of other markets, potentially resulting in lost market share to our competitors. We cannot guarantee that we will besuccessful in leveraging our capabilities into new markets and thus, in meeting the needs of these new customers and competing favorably in these newmarkets. Our results will also suffer if these regions do not grow as quickly as we anticipate.Our inability to compete effectively in the highly competitive commercial vehicle component supply industry could result in lower prices for ourproducts, loss of market share and reduced gross margins, which could have an adverse effect on our revenues and operating results.The commercial vehicle component supply industry is highly competitive. Some of our competitors are companies that are larger and have greater financialand other resources than we do. In some cases, we compete with divisions of our OEM customers. Our products primarily compete on the basis of price,breadth of product offerings, product quality, technical expertise and development capability, product delivery and product service. Increased competitionmay lead to price reductions resulting in reduced gross margins and loss of market share.Current and future competitors may make strategic acquisitions or establish cooperative relationships among themselves or with others, foresee the course ofmarket development more accurately than we do, develop products that are superior to our products, produce similar products at lower cost than we can, oradapt more quickly to new technologies, industry or customer requirements. By doing so, they may enhance their ability to meet the needs of our customersor potential future customers more competitively. These developments could limit our ability to obtain revenues from new customers or maintain existingrevenues from our customer base. We may not be able to compete successfully against current and future competitors and our failure to do so may have amaterial adverse effect on our business, operating results and financial condition.We may be unable to successfully introduce new product and, as a result, our businesses and financial position and results of operations could bematerially and adversely affected.Product innovations have been and will continue to be a part of our business strategy. We believe it is important we continue to meet our customers’ demandsfor product innovation, improvement and enhancement, including the continued development of new-generation products, and design improvements andinnovations that improve the quality and efficiency of our products. However, such development will require us to continue to invest in research anddevelopment and sales and marketing. We are also subject to the risks generally associated with product development, including lack of market acceptance,delays in product development and failure of products to operate properly. In addition, our competitors may develop new products before us or may producesimilar products that compete with our new products. We may, as a result of these factors, be unable to meaningfully focus on product innovation as astrategy and may therefore be unable to meet our customers’ demands for product innovation, which could have a material adverse effect on our business,operating results and financial condition.Our products may be rendered less attractive by changes in competitive technologies, including the introduction of autonomous vehicles.17Table of ContentsChanges in competitive technologies, including the introduction of autonomous vehicles, may render certain of our products less attractive. Our ability toanticipate changes in technology and to successfully develop and introduce new and enhanced products on a timely basis will be a significant factor in ourability to remain competitive. There can be no assurance that we will be able to achieve the technological advances that may be necessary for us to remaincompetitive. We are also subject to the risks generally associated with new product introductions and applications, including lack of market acceptance,delays in product development and failure of products to operate properly, all of which could adversely affect our business, results of operations and growthpotential.We could experience disruption in our supply or delivery chain, which could cause one or more of our customers to halt or delay production.We, as with other component manufactures in the commercial vehicle industry, sometimes ship products to the customers throughout the world so they aredelivered on a “just-in-time” basis in order to maintain low inventory levels. Our suppliers (external suppliers as well as our own production sites) alsosometimes use a similar method. This just-in-time method makes the logistics supply chain in our industry very complex and very vulnerable to disruptions.The potential loss of one of our suppliers or our own production sites could be caused by a myriad of potential problems, such as closures of one of our ownor one of our suppliers’ plants or critical manufacturing lines due to strikes, mechanical breakdowns, equipment failure, electrical outages, fires, explosions,political upheaval, as well as logistical complications due to weather, volcanic eruptions, earthquakes, flooding or other natural disasters, Acts of God,mechanical failures, delayed customs processing and more. Additionally, as we expand in growth markets, the risk for such disruptions is heightened. Thelack of even a small single subcomponent necessary to manufacture one of our products, for whatever reason, could force us to cease production, possibly fora prolonged period. In the event of a reduction or stoppage in production at any of our facilities, even if only temporary, or if we experience delays as a resultof events that are beyond our control, delivery times to our customers could be severely affected. Any significant delay in deliveries to our customers couldlead to increased returns or cancellations. Similarly, a potential quality issue could force us to halt deliveries. Even where products are ready to be shipped orhave been shipped, delays may arise before they reach our customer. Our customers may halt or delay their production for the same reason if one of their othersuppliers fails to deliver necessary components. This may cause our customers to suspend their orders or instruct us to suspend delivery of our products,which may adversely affect our financial performance.When we cease timely deliveries, we have to absorb our own costs for identifying and solving the root cause problem as well as expeditiously producingreplacement components or products. Generally, we must also carry the costs associated with “catching up,” such as overtime and premium freight.Additionally, if we are the cause for a customer being forced to halt production the customer may seek to recoup all of its losses and expenses from us. Theselosses and expenses could be very significant and may include consequential losses such as lost profits. Thus, any supply chain disruption, however small,could potentially cause the complete shutdown of an assembly line of one of our customers, and any such shutdown could expose us to material claims forcompensation. Where a customer halts production because of another supplier failing to deliver on time, we may not be fully compensated, if at all, andtherefore our business and financial results could be materially and adversely affected.Security breaches and other disruptions could compromise our information systems and expose us to liability, which could cause our business andreputation to suffer.In the ordinary course of our business, we collect and store sensitive data, including intellectual property, financial information, our proprietary businessinformation and that of our customers, suppliers and business partners, and personally identifiable information of our customers and employees, in our datacenters and on our networks. The secure processing, maintenance and transmission of this information is critical to our operations and business strategy.Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error,malfunction, malfeasance or other disruptions. Like most companies, our systems are under attack on a routine basis. At times there are breaches of oursecurity measures. While past breaches have not been material, there is no guarantee that future breaches could not have a material impact. Any such access,disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information,regulatory penalties, disrupt our operations and the services we provide to customers, damage our reputation, and cause a loss of confidence in our productsand services, which could adversely affect our business and our results of operations.If we are unable to recruit or retain senior management and other skilled personnel, our business, operating results and financial condition could bematerially and adversely affected.Our operations depend to a large extent on the efforts of our senior management team as well as our ability to attract, train, integrate and retain highly skilledpersonnel. We seek to develop and retain an effective management team through the proper positioning18Table of Contentsof existing key employees and the addition of new management personnel where necessary. Retaining personnel with the right skills at competitive wagescan be difficult in certain markets in which we are doing business, particularly those locations that are seeing much inbound investment and have highlymobile workforces. Additionally, attracting sufficiently well-educated and talented management, especially middle-management employees, in certainmarkets can be challenging.We may not be able to retain our current senior management and other skilled personnel or attain similarly skilled personnel in the future. If we lose seniormanagement or the services of our skilled workforce, or if we are unable to attract, train, integrate and retain the highly skilled personnel we need, ourbusiness, operating results and financial condition could be materially and adversely affected.We may be adversely impacted by labor strikes, work stoppages and other matters.As of December 31, 2018, approximately 53% of the employees in our North American operations were unionized, with the majority of union-representedpersonnel based in Mexico. We have experienced limited unionization efforts at certain of our other North American facilities from time to time. In addition,approximately 68% of our employees of our European, Asian and Australian operations were represented by a shop steward committee, which may limit ourflexibility in our relationship with these employees. We may encounter future unionization efforts or other types of conflicts with labor unions or ouremployees.Many of our OEM customers and their suppliers also have unionized work forces. Work stoppages or slow-downs experienced by OEMs or their othersuppliers could result in slow-downs or closures of assembly plants where our products are included in assembled commercial vehicles. In the event that oneor more of our customers or their suppliers experience a material work stoppage, such work stoppage could have a material adverse effect on our business.Our earnings may be adversely affected by changes to the carrying values of our tangible and intangible assets as a result of recording any impairmentcharges deemed necessary.We are required to perform impairment tests whenever events and circumstances indicate the carrying value of certain assets may not be recoverable.Significant or unanticipated changes in circumstances, such as the general economic environment, changes or downturns in our industry as a whole,termination of any of our customer contracts, restructuring efforts and general workforce reductions, may result in a charge for impairment that can materiallyand adversely affect our reported net income and our stockholders’ equity.We have taken, are taking, and may take future restructuring actions to realign and resize our production capacity and cost structure to meet current andprojected operational and market requirements. Charges related to these actions or any further restructuring actions may have a material adverse effect on ourresults of operations and financial condition. There can be no assurance that any current or future restructuring will be completed as planned or achieve thedesired results. The failure to complete restructuring as planned could materially and adversely affect our results of operations.We have established and may establish in the future valuation allowances on deferred tax assets. These changes may have a material adverse effect on ourresults of operations and financial position.Additionally, from time to time in the past, we have recorded asset impairment losses relating to specific plants and operations. Generally, we record assetimpairment losses when we determine that our estimates of the future undiscounted cash flows from an operation will not be sufficient to recover the carryingvalue of that facility’s building, fixed assets and production tooling. For goodwill, we perform a qualitative assessment of whether it is more likely than notthat the reporting unit’s fair value is less than its carrying amount. If the fair value of the reporting unit is less than its carrying amount, we compare itsimplied fair value of goodwill to its carrying amount. If the carrying amount of goodwill exceeds its implied fair value, the reporting unit would recognize animpairment loss for that excess amount. There can be no assurance that we will not incur such charges in the future as changes in economic or operatingconditions impacting the estimates and assumptions could result in additional impairment. Any future impairments may materially and adversely affect ourresults of operations.Our inability to successfully achieve operational efficiencies could result in the incurrence of additional costs and expenses that could adversely affectour reported earnings.As part of our business strategy, we continuously seek ways to lower costs, improve manufacturing efficiencies and increase productivity in our existingoperations and intend to apply this strategy to those operations acquired through acquisitions. In addition, we incur restructuring charges periodically toclose facilities, such as, lease termination charges, severance charges and impairment charges of leasehold improvements and/or machinery and equipment, aswe continue to evaluate our manufacturing footprint to improve our cost structure and remove excess, underperforming assets, or assets that no longer fit ourgoals. If we decide to close or consolidate facilities, we may face execution risks which could adversely affect our ability to serve our customers. Further, wemay be unsuccessful in achieving these objectives which could adversely affect our operating results and financial condition.19Table of ContentsAdditionally, aspects of the data upon which the company’s business strategy is based may be incomplete or unreliable, which could lead to errors in thestrategy, which in turn could adversely affect the company’s performance. Also, not all business strategy can be based on data, and to the extent that it isbased on assumptions and judgments that are untested, then it could be unsound and thereby lead to performance below expectations.Tax legislation initiatives or challenges to our tax positions could adversely affect our results of operations and financial condition.We are a multinational corporation with operations in the United States and international jurisdictions. As such, we are subject to the tax laws and regulationsof the U.S. federal, state and local governments and various international jurisdictions. From time to time, various legislative initiatives may be proposed thatcould adversely affect our tax positions. There can be no assurance that our effective tax rate or tax payments will not be adversely affected by theseinitiatives. In addition, U.S. federal, state and local, as well as international, tax laws and regulations are extremely complex and subject to varyinginterpretations. There can be no assurance that our tax position will not be challenged by relevant tax authorities or that we would be successful in any suchchallenge.On December 22, 2017, the U.S. Tax Cuts and Jobs Act of 2017 ("U.S. Tax Reform") was signed into law, enacting sweeping changes to U.S. federal tax law.At the time of the enactment of the U.S. Tax Reform, it was necessary for U.S. multinational corporations to prepare complex calculations not previouslyundertaken and make judgments on how to interpret and implement the U.S. Tax Reform due to the significant complexity of, and uncertainty surrounding,its various provisions. As a result, it was necessary for the Company to make reasonable estimates in providing for the U.S. federal income tax impact ofcertain provisions of the U.S. Tax Reform in its financial statements for the year ended December 31, 2017. Specifically, a $4.0 million tax provision wasrecorded for the estimated impact of the one-time tax on the deemed repatriation of accumulated untaxed earnings of the Company’s foreign subsidiaries inthe year ended December 31, 2017. After performing additional data gathering and analysis and interpreting subsequently issued guidance from the InternalRevenue Service (“IRS”), we recorded a $4.2 million tax benefit during the year ended December 31, 2018 which represented our final adjustment to theprovisional $4.0 million tax expense recorded during the year ended December 31, 2017. Although we believe the Company has properly accounted for theimpact of the U.S. Tax Reform, the IRS has not yet issued final regulations governing how the various provisions should be interpreted so it is possible thatwe could be challenged by the IRS or need to file an amended U.S. consolidated federal income tax return for the tax year ended December 31, 2017, whichmay have a material impact on our financial statements in a future period.The geographic profile of our taxable income could adversely impact our tax provision and therefore our results of operations.Our future tax provision could be adversely affected by the geographic profile of our taxable income and by changes in the valuation of our deferred taxassets and liabilities. Our results could be materially impacted by significant changes in our effective tax rate. Additionally, any changes to manufacturingactivities could result in significant changes to our effective tax rate related to products manufactured either in the United States or in internationaljurisdictions. If the United States or another international jurisdiction implements a tax change related to products manufactured in a particular jurisdictionwhere we do business, our results could be materially and adversely affected.Exposure to currency exchange rate fluctuations on cross border transactions and translation of local currency results into United States dollars couldmaterially impact our results of operations.Cross border transactions, both with external parties and intercompany relationships, result in increased exposure to foreign currency fluctuations. Thestrengthening or weakening of the United States dollar may result in favorable or unfavorable foreign currency translation effects in as much as the results ofour foreign locations are translated into United States dollars. This could materially impact our results of operations.Litigation against us could be costly and time consuming to defend, as a result, our businesses and financial position could be materially and adverselyaffected.We are regularly subject to legal proceedings and claims that arise in the ordinary course of business, such as workers’ compensation claims, OccupationalSafety and Health Administration investigations, employment disputes, unfair labor practice charges, examination by the Internal Revenue Service, customerand supplier disputes, contractual disputes, intellectual property disputes, environmental claims and product liability claims arising out of the conduct of ourbusiness. Litigation may result in substantial costs and may divert management’s attention and resources from the operation of our business, which couldhave a material adverse effect on our business, results of operations or financial condition.20Table of ContentsWe have only limited protection for our proprietary rights in our intellectual property, which makes it difficult to prevent third parties from infringingupon our rights.Our success depends to a certain degree on our ability to protect our intellectual property and to operate without infringing on the proprietary rights of thirdparties. While we have been issued patents and have registered trademarks with respect to many of our products, our competitors could independentlydevelop similar or superior products or technologies, duplicate our designs, trademarks, processes or other intellectual property or design around anyprocesses or designs on which we have or may obtain patents or trademark protection. In addition, it is possible third parties may have or acquire licenses forother technology or designs that we may use or desire to use, requiring us to acquire licenses to, or to contest the validity of, such patents or trademarks ofthird parties. Such licenses may not be made available to us on acceptable terms, if at all, or we may not prevail in contesting the validity of third party rights.In addition to patent and trademark protection, we also protect trade secrets, “know-how” and other confidential information against unauthorized use ordisclosure by persons who have access to them, such as our employees and others, through contractual arrangements. These arrangements may not providemeaningful protection for our trade secrets, know-how or other confidential information in the event of any unauthorized use, misappropriation or disclosure.If we are unable to maintain the proprietary nature of our technologies, trade secrets, know-how, or other confidential information, our revenues could bematerially and adversely affected.As we diversify and globalize our geographic footprint, we may encounter laws and practices in emerging markets that are not as stringent or enforceable asthose present in developed markets, and thus incur a higher risk of intellectual property infringement, which could materially and adversely affect our resultsof operations.Our products may be susceptible to claims by third parties that our products infringe upon their proprietary rights.As the number of products in our target markets increases and the functionality of these products further overlaps, we may become increasingly subject toclaims by a third party that our technology infringes such party’s proprietary rights. Regardless of their merit, any such claims could be time consuming andexpensive to defend, may divert management’s attention and resources, could cause product shipment delays and could require us to enter into costly royaltyor licensing agreements. If successful, a claim of infringement against us and our inability to license the infringed or similar technology and/or product couldhave a material adverse effect on our business, operating results and financial condition.We may be subject to product liability claims, recalls or warranty claims, which could be expensive, damage our reputation and result in a diversion ofmanagement resources.As a supplier of products and systems to commercial and construction vehicle OEMs and markets, we face an inherent business risk of exposure to productliability claims in the event that our products, or the equipment into which our products are incorporated, malfunction and result in personal injury or death.Product liability claims could result in significant losses as a result of expenses incurred in defending claims or the award of damages.In addition, we may be required to participate in recalls involving systems or components sold by us if any prove to be defective, or we may voluntarilyinitiate a recall or make payments related to such claims as a result of various industry or business practices or the need to maintain good customerrelationships. Such a recall would result in a diversion of management resources. While we maintain product liability insurance generally with a self-insuredretention amount, we cannot assure you that it will be sufficient to cover all product liability claims, that such claims will not exceed our insurance coveragelimits or that such insurance will continue to be available on commercially reasonable terms, if at all. Any product liability claim brought against us couldhave a material adverse effect on our results of operations.We warrant the workmanship and materials of many of our products under limited warranties and have entered into warranty agreements with certain OEMsthat warranty certain of our products in the hands of these OEMs’ customers, in some cases for many years. From time to time, we receive product warrantyclaims from our customers, pursuant to which we may be required to bear costs of repair or replacement of certain of our products. Accordingly, we are subjectto risk of warranty claims in the event that our products do not conform to our customers’ specifications or, in some cases in the event that our products donot conform to their customers’ expectations. It is possible for warranty claims to result in costly product recalls, significant repair costs and damage to ourreputation, all of which would materially and adversely affect our results of operations.Our businesses are subject to statutory environmental and safety regulations in multiple jurisdictions, and the impact of any changes in regulationand/or the violation of any applicable laws and regulations by our businesses could result in a material adverse effect on our financial condition andresults of operations.We are subject to foreign, federal, state, and local laws and regulations governing the protection of the environment and occupational health and safety,including laws regulating air emissions, wastewater discharges, generation, storage, handling, use and transportation of hazardous materials; the emission anddischarge of hazardous materials into the soil, ground or air; and the health21Table of Contentsand safety of our colleagues. We are also required to obtain permits from governmental authorities for certain of our operations. We cannot assure you that weare, or have been, in complete compliance with such environmental and safety laws, and regulations. Certain of our operations generate hazardous substancesand wastes. If a release of such substances or wastes occurs at or from our properties, or at or from any offsite disposal location to which substances or wastesfrom our current or former operations were taken, or if contamination is discovered at any of our current or former properties, we may be held liable for thecosts of cleanup and for any other response by governmental authorities or private parties, together with any associated fines, penalties or damages. In mostjurisdictions, this liability would arise whether or not we had complied with environmental laws governing the handling of hazardous substances or wastes.Several of our facilities are either certified as, or are in the process of being certified as ISO 9001, 14000, 14001 or TS16949 (the international environmentalmanagement standard) compliant or are developing similar environmental management systems. We have made, and will continue to make, capital and otherexpenditures to implement such environmental programs and comply with environmental requirements.The environmental laws to which we are subject have become more stringent over time, and we could incur material costs or expenses in the future to complywith environmental laws. If we violate or fail to comply with these laws and regulations or do not have the requisite permits, we could be fined or otherwisesanctioned by regulators. In some instances, such a fine or sanction could have a material adverse effect on our financial condition and results of operations.We may be adversely affected by the impact of government regulations on our OEM customers.Although the products we manufacture and supply to commercial vehicle OEMs are not subject to significant government regulation, our business isindirectly impacted by the extensive governmental regulation applicable to commercial vehicle OEMs. These regulations primarily relate to emissions andnoise standards imposed by the EPA, state regulatory agencies in North America, such as CARB, and other regulatory agencies around the world. Commercialvehicle OEMs are also subject to the National Traffic and Motor Vehicle Safety Act and Federal Motor Vehicle Safety Standards promulgated by NHTSA inthe U.S. Changes in emission standards and other proposed governmental regulations could impact the demand for commercial vehicles and, as a result,indirectly impact our operations. For example, new emission standards for truck engines used in Class 5 to 8 trucks imposed by the EPA and CARB becameeffective in 2010. In 2011, the EPA and NHTSA adopted a program to reduce greenhouse gas emissions and improve the fuel efficiency of medium-andheavy-duty vehicles. To the extent that current or future governmental regulation has a negative impact on the demand for commercial vehicles, our business,financial condition or results of operations could be adversely affected.Risks Related to Our IndebtednessThe agreement governing our senior secured revolving credit facility and the agreement governing our senior secured term loan credit facility containcovenants that may restrict our current and future operations, particularly our ability to respond to changes in our business or to take certain actions.If we are unable to comply with these covenants, our business, results of operations and liquidity could be materially and adversely affected.Our senior secured revolving and term loan credit facilities require us to maintain certain financial ratios and to comply with various operational and othercovenants. If we do not comply with those covenants we would be precluded from borrowing under the revolving credit facility, which could have a materialadverse effect on our business, financial condition and liquidity. If we are unable to borrow under our revolving credit facility, we will need to meet ourcapital requirements using other sources; however, alternative sources of liquidity may not be available on acceptable terms. In addition, if we fail to complywith the covenants set forth in our credit facilities the lenders thereunder could declare an event of default and cause all amounts outstanding thereunder tobe due and payable immediately. We cannot assure you that our assets or cash flow would be sufficient to fully repay borrowings under our outstandingcredit facilities or other debt instruments we may have in place from time to time, either upon maturity or if accelerated, upon an event of default, or that wewould be able to refinance or restructure the payments on the credit facilities or such other debt instruments on acceptable terms.In addition, the agreements governing the revolving and term loan credit facilities contain covenants that, among other things, restrict our ability to:•incur liens;•incur or assume additional debt or guarantees or issue preferred stock;•pay dividends or repurchases with respect to capital stock;•prepay, or make redemptions and repurchases of, subordinated debt;•make loans and investments;•engage in mergers, acquisitions, asset sales, sale/leaseback transactions and transactions with affiliates;•place restrictions on the ability of subsidiaries to pay dividends or make other payments to the issuer;22Table of Contents•change the business conducted by us or our subsidiaries; and•amend the terms of subordinated debt.Our indebtedness may adversely affect our cash flow and our ability to operate our business, remain in compliance with debt covenants and makepayments on our indebtedness.Our indebtedness, combined with our lease and other financial obligations and contractual commitments could have other important consequences to ourstockholders, including:•making it more difficult for us to satisfy our obligations with respect to our indebtedness, including the revolving credit facility, term loan andour other debt instruments, and any failure to comply with the obligations of any of our debt instruments, including financial and otherrestrictive covenants, could result in an event of default under the revolving credit facility or term loan and the governing documents of ourdebt instruments;•the possibility that we may be unable to generate cash sufficient to pay, when due, the principal of, interest on or other amounts due in respectof our indebtedness;•making us more vulnerable to adverse changes in general economic, industry and competitive conditions;•require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availabilityof our cash flows to fund working capital, capital expenditures, acquisitions and other general corporate purposes;•limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;•placing us at a competitive disadvantage compared to our competitors that have less debt; and•limiting our ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, orexecution of our business strategy or other purposes.Any of these factors could materially and adversely affect our business, financial condition and results of operations. Our ability to make payments on ourindebtedness depends on our ability to generate cash in the future. If we do not generate sufficient cash flow to meet our debt service and working capitalrequirements, we may need to seek additional financing or sell assets. This may make it more difficult for us to obtain financing on terms that are acceptableto us, or at all. Without any such financing, we could be forced to sell assets to make up for any shortfall in our payment obligations under unfavorablecircumstances. If necessary, we may not be able to sell assets quickly enough or for sufficient amounts to enable us to meet our obligations.Risks Related to Our Common StockOur operating results, revenues and expenses may fluctuate significantly from quarter-to-quarter or year-to-year, which could have an adverse effecton the market price of our common stock.Our operating results, revenues and expenses have in the past varied and may in the future vary significantly from quarter-to-quarter or year-to-year. Thesefluctuations could have an adverse effect on the market price of our common stock.Our operating results may fluctuate as a result of these and other events and factors:•the size, timing, volume and execution of significant orders and shipments;•changes in the terms of our sales contracts;•the timing of new product announcements by us and our competitors;•changes in our pricing policies or those of our competitors;•changes in supply and pricing of raw materials and components;•market acceptance of new and enhanced products;•announcement of technological innovations or new products by us or our competitors;•the length of our sales cycles;•conditions in the commercial vehicle industry;•changes in our operating expenses;•personnel changes;•new business acquisitions;•uncertainty in geographic regions;•cyber attacks;•currency and interest rate fluctuations;•uncertainty with respect to the North American Free Trade Agreement, USMCA and other international trade agreements;•Brexit•union actions; and•seasonal factors.23Table of ContentsWe base our operating expense budgets in large part on expected revenue trends. However, certain of our expenses are relatively fixed and as such we may beunable to adjust expenses quickly enough to offset any unexpected revenue shortfall. Accordingly, any significant change in revenue may cause significantvariation in operating results in any quarter or year.It is possible that in one or more future quarters or years, our operating results may be below the expectations of public market analysts and investors and mayresult in changes in analysts’ estimates. In such events, the trading price of our common stock may be adversely affected.In the past, companies that have experienced volatility in the market price of their stock have been the subject of securities class action litigation. If webecome involved in securities class action litigation in the future, it could result in substantial costs and diversion of management attention and resources,thus harming our business.Our common stock has historically had a low trading volume with limited analyst coverage and, as a result, any sale of a significant number of sharesmay depress the trading price of our stock; shareholders may be unable to sell their shares above the purchase price.Our common stock is traded on the NASDAQ Global Select Market under the symbol “CVGI.” The trading volume and analyst coverage of our commonstock has historically been limited as compared to common stock of an issuer that has a large and steady volume of trading activity that will generallysupport continuous sales without an adverse effect on share prices. Because of the limited trading volume, holders of our securities may not be able to sellquickly any significant number of such shares, and any attempted sale of a large number of our shares may have a material adverse impact on the price of ourcommon stock. Additionally, because of the limited number of shares being traded, and changes in stock market analyst recommendations regarding ourcommon stock or lack of analyst coverage, the price per share of our common stock is subject to volatility and may continue to be subject to rapid priceswings in the future that may result in shareholders’ inability to sell their common stock at or above purchase price.Provisions in our charter documents and Delaware law could discourage potential acquisition proposals, could delay, deter or prevent a change incontrol and could limit the price certain investors might be willing to pay for our stock.Certain provisions of our certificate of incorporation and by-laws may inhibit changes in control of our company not approved by our board of directors.These provisions include:•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 and common stock with such terms as the board ofdirectors may determine.We are also afforded the protections of Section 203 of the Delaware General Corporation Law, which would prevent us from engaging in a businesscombination with a person who becomes a 15% or greater stockholder for a period of three years from the date such person acquired such status unless certainboard or stockholder approvals were obtained. These provisions could limit the price that certain investors might be willing to pay in the future for shares ofour common stock.Item 1B.Unresolved Staff CommentsNone.24Table of ContentsItem 2.PropertiesOur corporate office is located in New Albany, Ohio. Several of our facilities are located near our OEM customers to reduce distribution costs, reduce risk ofinterruptions in our delivery schedule, further improve customer service and provide our customers with reliable delivery of products and services. Thefollowing table provides selected information regarding our principal facilities as of December 31, 2018:Location Primary Product/Function Ownership InterestPiedmont, Alabama Aftermarket Distribution OwnedDouglas, Arizona Warehouse LeasedDalton, Georgia Trim & Warehouse LeasedMonona, Iowa Wire Harness OwnedMichigan City, Indiana Wipers, Switches LeasedKings Mountain, North Carolina Cab, Sleeper Box OwnedConcord, North Carolina Injection Molding LeasedChillicothe, Ohio Trim, Mirrors & Warehouse Owned / LeasedNew Albany, Ohio Corporate Headquarters / R&D LeasedVonore, Tennessee Seats, Flooring & Warehouse Owned / LeasedDublin, Virginia Trim & Warehouse Owned / LeasedAgua Prieta, Mexico Wire Harness LeasedEsqueda, Mexico Wire Harness LeasedMorelos, Mexico Wire Harness LeasedSaltillo, Mexico Trim & Seats LeasedNorthampton, United Kingdom Seats LeasedBrisbane, Australia Seats LeasedSydney, Australia Seats LeasedMackay, Australia Distribution LeasedMelbourne, Australia Distribution LeasedPerth, Australia Distribution LeasedJiading, China Seats and Wire Harness / R&D LeasedBangkok, Thailand Seats LeasedBrandys nad Orlici, Czech Republic Seats OwnedLiberec, Czech Republic Wire Harness LeasedBaska (State of Gujarat) India Seats LeasedPune (State of Maharashtra), India Seats / R&D LeasedDharwad (State of Karnataka), India Seats LeasedL’viv, Ukraine Wire Harness LeasedWe also have leased sales and service offices in the Belgium, Australia, and Czech Republic and a sales office in Sweden. Our owned domestic facilities aresubject to liens securing our obligations under our revolving credit facility and senior secured term loan credit facility as described in Note 7 of theConsolidated Financial Statements.Utilization of our facilities varies with North American, European, Asian and Australian commercial vehicle production and general economic conditions inthe regions. All locations are principally used for manufacturing, assembly, distribution or warehousing, except for our New Albany, Ohio facility, which isan administrative office.Item 3.Legal ProceedingsWe are subject to various legal proceedings and claims arising in the ordinary course of business, including, but not limited to, workers’ compensationclaims, OSHA investigations, employment disputes, unfair labor practice charges, customer and supplier disputes, service provider disputes, product liabilityclaims, intellectual property disputes, and environmental claims arising out of the conduct of our businesses and examinations by the Internal RevenueService. Based upon the information available to management and discussions with legal counsel, it is the opinion of management that the ultimate outcomeof the various legal25Table of Contentsactions and claims that are incidental to our business are not expected to have a material adverse impact on the consolidated financial position, results ofoperations, stockholders' equity or cash flows; however, such matters are subject to many uncertainties and the outcomes of individual matters are notpredictable with any degree of assurance.Item 4.Mine Safety DisclosuresNot applicable.26Table of ContentsPART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesOur common stock is traded on the NASDAQ Global Select Market under the symbol “CVGI.”As of March 11, 2019, there were 169 holders of record of our outstanding common stock.We have not declared or paid any dividends to the holders of our common stock in the past and do not anticipate paying dividends in the foreseeable future.Any future payment of dividends is within the discretion of the Board of Directors and will depend upon, among other factors, the capital requirements,operating results and financial condition of CVG. In addition, our ability to pay cash dividends is limited under the terms of the Third Amended and RestatedLoan and Security Agreement and the Term Loan and Security Agreement, as described in more detail under “Management’s Discussion and Analysis -Liquidity and Capital Resources - Debt and Credit Facilities.”The following graph compares the cumulative five-year total return to holders of CVG’s common stock to the cumulative total returns of the NASDAQComposite Index and a Peer Group that includes a legacy group through October 31, 2016 and the new group from November 1, 2016 onward. The legacygroup is Accuride Corporation, Altra Industrial Motion Corp, Core Molding Technologies, EnPro Industries, Fuel Systems Solutions, L.B. Foster Company,Modine Manufacturing, Meritor Inc. Stoneridge Inc., Titan International and Wabco Holdings. In 2016, Accuride Corporation was purchased by CrestviewPartners, and Fuel Systems Solutions merged with Westport Innovations. Both members are reported as part of the legacy peer group only through 2015. Thenew peer group is Altra Industrial Motion Corp., American Railcar Industries Inc., ASTEC Industries Inc., Columbus McKinnon Corp., Dorman Products Inc.,EnPro Industries, Federal Signal Corp., Freightcar America Inc., Gentherm Inc., L.B. Foster Company, LCI Industries, Modine Manufacturing, ShilohIndustries, Spartan Motors Inc., Standard Motor Products Inc., Stoneridge Inc., and Supreme Industries. Supreme Industries was purchased by WabashNational Corporation and is reported as part of the new peer group only through 2017. The graph assumes that the value of the investment in the Company’scommon stock in the peer group and the index (including reinvestment of dividends) was $100 on December 31, 2013 and tracks it through December 31,2018. 12/31/1312/31/1412/31/1512/31/1612/31/1712/31/18Commercial Vehicle Group, Inc.100.0091.6137.9675.92146.7678.26NASDAQ Composite100.00114.83122.99134.02173.86168.98Legacy Peer Group100.00106.3985.46105.23148.06101.39New Peer Group100.00102.0295.16129.85148.54124.97The information in the graph and table above is not “solicitation material”, is not deemed “filed” with the Securities and Exchange Commission and is not tobe incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the27Table of ContentsSecurities Exchange Act of 1934, as amended, whether made before or after the date of this annual report, except to the extent that we specifically incorporatesuch information by reference.We did not repurchase any of our common stock on the open market as part of a stock repurchase program during 2018. Our employees surrendered 158,456shares of our common stock in 2018 to satisfy tax withholding obligations on the vesting of restricted stock awards issued under our Fourth Amended andRestated Equity Incentive Plan and the 2014 Equity Incentive Plan. The following table sets forth information in connection with purchases made by, or onbehalf of, us or any affiliated purchaser, of shares of our common stock during the period ended December 31, 2018: Total Number ofShares (or Units)Surrendered Average Price Paidper Share(or Unit) Total Number of Shares (orUnits) Purchased as Part ofPublicly AnnouncedPlans or Programs Maximum Number (or ApproximateDollar Value) ofShares (or Units)that May Yet BePurchased Underthe Plans orProgramsOctober 1, 2018 through October 31, 2018158,456 $7.14 — —No other shares were surrendered during the quarter ended December 31, 2018.Unregistered Sales of Equity SecuritiesWe did not sell any equity securities during 2018 that were not registered under the Securities Act of 1933, as amended.28Table of ContentsItem 6.Selected Financial DataThe following table sets forth selected consolidated financial data regarding our business and certain industry information and should be read in conjunctionwith “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and our consolidated financial statements and notes theretoincluded elsewhere in this Annual Report on Form 10-K.Material Events Affecting Financial Statement ComparabilityThere are no material events affecting financial statement comparability of our consolidated financial statements contained in Item 8 of our Annual Report onForm 10-K for the year ended December 31, 2018.The table below sets forth certain operating revenues for the periods indicated (in thousands, except per share data): Years Ended December 31, 2018 2017 2016 2015 2014Statements of Operations Data: Revenues$897,737 $755,231 $662,112 $825,341 $839,743Cost of revenues768,885 663,513 575,409 714,986 732,647Gross profit128,852 91,718 86,703 110,355 107,096Selling, general and administrative expenses60,679 59,547 60,482 71,321 72,364Amortization expense1,300 1,320 1,305 1,327 1,515Operating income66,873 30,851 24,916 37,707 33,217Other income1,311 1,943 1,236 471 261Interest expense14,676 19,149 19,318 21,359 20,716Income before provision for income taxes53,508 13,645 6,834 16,819 12,762Provision for income taxes8,996 15,350 49 9,758 5,131Net income (loss)44,512 (1,705) 6,785 7,061 7,631Less: Non-controlling interest in subsidiary’s income (loss)— — — 1 1Net income (loss) attributable to CVG stockholders$44,512 $(1,705) $6,785 $7,060 $7,630Income (loss) per share attributable to common stockholders: Basic$1.47 $(0.06) $0.23 $0.24 $0.26Diluted$1.46 $(0.06) $0.23 $0.24 $0.26Weighted average common shares outstanding: Basic30,277 29,942 29,530 29,209 28,926Diluted30,587 29,942 29,878 29,399 29,11729Table of Contents Years Ended December 31, 2018 2017 2016 2015 2014Balance Sheet Data (at end of each period): Working capital (current assets less current liabilities)$182,008 $150,903 $202,693 $193,424 $192,618Total assets418,130 384,388 428,765 436,679 442,927Total liabilities, excluding debt139,334 142,697 127,921 133,112 133,177Total debt, net of prepaid debt financing costs and discount163,758 166,949 233,154 235,000 250,000Total CVG stockholders’ equity115,038 74,742 67,690 65,930 58,801Total non-controlling interest— — — — 35Total stockholders’ equity115,038 74,742 67,690 65,930 58,836Other Data: Net cash provided by (used in): Operating activities$40,992 $2,257 $49,365 $55,299 $9,519Investing activities(14,101) (10,776) (8,903) (14,506) (12,289)Financing activities(5,835) (72,848) (714) (16,008) 514Depreciation and amortization15,418 15,344 16,451 17,710 18,247Capital expenditures14,550 13,567 11,917 15,590 14,568North American Class 8 Production (units) 1324,000 256,000 228,000 323,000 297,000North America Class 5-7 Production (units) 1272,000 249,000 233,000 237,000 226,000(1) Source: ACT (February 2019).30Table of ContentsItem 7.Management’s Discussion and Analysis of Financial Condition and Results of OperationsYou should read the following discussion and analysis in conjunction with the information set forth under “Item 6 - Selected Financial Data” and ourconsolidated financial statements and the notes thereto included in Item 8 in this Annual Report on Form 10-K. The statements in this discussion regardingindustry outlook, our long-term strategy, our expectations regarding our future performance, liquidity and capital resources and other non-historicalstatements in this discussion are forward-looking statements. See “Forward-Looking Information” on page ii of this Annual Report on Form 10-K. Theseforward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described under “Item1A - Risk Factors.” Our actual results may differ materially from those contained in or implied by any forward-looking statements.31Table of ContentsCompany OverviewCommercial Vehicle Group, Inc. (through its subsidiaries) is a leading supplier of electrical wire harnesses, seating systems, and a full range of other cabrelated products for the global commercial vehicle markets, including the medium- and heavy-duty truck, medium-and heavy-construction vehicle, military,bus, agriculture, specialty transportation, mining, industrial equipment and off-road recreational markets.We have manufacturing operations in the United States, Mexico, China, United Kingdom, Czech Republic, Ukraine, Thailand, India and Australia. Ourproducts are primarily sold in North America, Europe, and the Asia-Pacific region.We are differentiated from automotive industry suppliers by our ability to manufacture low volume, customized products on a sequenced basis to meet therequirements of our customers. We believe our products are used by a majority of the North American MD/HD Truck and many medium- and heavy-dutyconstruction vehicle original equipment manufacturers (“OEMs”), and to a lesser extent other makers of industrial equipment.In February 2019, the Company announced a strategic reorganization of its operations into two reportable segments, the Electrical Systems Segment and theGlobal Seating Segment. The Electrical Systems Segment, includes electrical wire harnesses and panel assemblies, trim systems and components ("Trim"), cabstructures and sleeper boxes, mirrors, wipers and controls. The Global Seating Segment, includes seats and seating systems ("Seats"), office seating, andaftermarket seats and components. This reorganization will allow the Company to better focus its business along product lines, as opposed to end markets,which the Company believes will enhance the effectiveness of seeking out growth opportunities and shareholder value. With respect to the ElectricalSystems segment, we believe there may be opportunities to realize certain synergies amongst the products in this segment, especially with respect toelectrical wire harnesses and panel assemblies, trim systems and components, and mirrors, wipers, and controls. With respect to the Seating Segment, webelieve combining the seating operations would provide us opportunities to leverage resources and best practices in engineering, product development, andmanufacturing, while eliminating redundancies and providing a global, more scalable platform for effective and efficient operations.Business OverviewFor the year ended December 31, 2018, approximately 46% of our revenue was generated from sales to North American MD/HD Truck OEMs. Our remainingrevenue was primarily derived from sales to OEMs in the global construction equipment market, aftermarket, OE service organizations, military market andother specialty markets.Demand for our products is driven to a significant degree by preferences of the end-user of the vehicle, particularly with respect to heavy-duty trucks. Unlikethe automotive industry, heavy-duty truck OEMs generally afford the end-user the ability to specify many of the component parts that will be used tomanufacture the vehicle, including a wide variety of cab interior styles and colors, brand and type of seats, type of seat fabric and color, and specific interiorstyling. In addition, certain of our products are only utilized in heavy-duty trucks, such as our storage systems, sleeper boxes and privacy curtains. To theextent that demand for higher content vehicles increases or decreases, our revenues and gross profit will be impacted positively or negatively.We generally compete for new business at the beginning of the development of a new vehicle platform and upon the redesign of existing programs. Newplatform development generally begins one to three years before the marketing of such models by our customers. Contract durations for commercial vehicleproducts generally extend for the entire life of the platform. Several of the major truck makers have upgraded their truck platforms and we believe we havemaintained our share of content in these platforms. We continue to pursue opportunities to expand our content.Demand for our heavy-duty (or "Class 8") truck products is generally dependent on the number of new heavy-duty trucks manufactured in North America,which in turn is a function of general economic conditions, interest rates, changes in government regulations, consumer spending, fuel costs, freight costs,fleet operators' financial health and access to capital, used truck prices and our customers’ inventory levels. New heavy-duty truck demand has historicallybeen cyclical and is particularly sensitive to the industrial sector of the economy, which generates a significant portion of the freight tonnage hauled bycommercial vehicles. According to a February 2019 report by ACT Research, a publisher of industry market research, North American Class 8 productionlevels are expected to increase to 335,000 units in 2019, decrease to 243,000 units in 2020, and then increase to 317,000 units in 2023. We believe thedemand for North American Class 8 vehicles in 2019 will be between 330,000 to 350,000 units. ACT Research estimated that the average age of active NorthAmerican Class 8 trucks was 11.2 and 11.3 years in 2018 and 2017, respectively. As vehicles age, their maintenance costs typically increase. ACT Researchforecasts that the vehicle age will decline as aging fleets are replaced.North American medium-duty (or "Class 5-7") truck production steadily increased from 233,000 units in 2016 to 272,000 units in 2018. We believe thedemand for Class 5-7 vehicles in 2019 will be stable. According to a February 2019 report by ACT Research, North American Class 5-7 truck production isexpected to gradually increase to 280,000 units in 2023.32Table of ContentsDemand for our construction and agricultural equipment products is dependent on vehicle production. Demand for new vehicles in the global constructionand agricultural equipment market generally follows certain economic conditions around the world. Our products are primarily used in the medium- andheavy-duty construction equipment markets (vehicles weighing over 12 metric tons). Demand in the medium- and heavy-duty construction equipmentmarket is typically related to the level of large scale infrastructure development projects such as highways, dams, harbors, hospitals, airports and industrialdevelopment, as well as activity in the mining, forestry and commodities industries. We believe the construction markets we serve in Europe, Asia, and NorthAmerica have improved.Our Long-term StrategyOur long-term strategy is to grow revenue by product, geography and end market. Our products include electrical wire harnesses assemblies; Trim; mirrors,wipers and controls; cab structures and sleeper boxes; and Seats. We intend to allocate resources consistent with our strategy; more specifically, consistentwith our product portfolio, geographic region and end market diversification objectives. We periodically evaluate our long-term strategy in response tosignificant changes in our business environment and other factors.As part of our long-term strategy, we have considered and will consider acquisitions and divestitures to enhance our return to our shareholders and our serviceto customers.Recently Issued Accounting PronouncementsRecently issued accounting pronouncements described in Note 2 of the Consolidated Financial Statements is incorporated in this section by reference.Consolidated Results of OperationsThe table below sets forth certain operating data expressed as a percentage of revenues for the periods indicated (dollars are in thousands): 2018 2017 2016Revenues$897,737 100.0% $755,231 100.0 % $662,112 100.0 %Cost of revenues768,885 85.6 663,513 87.9 575,409 86.9Gross profit128,852 14.4 91,718 12.1 86,703 13.1Selling, general and administrativeexpenses60,679 6.8 59,547 7.9 60,482 9.1Amortization expense1,300 0.1 1,320 0.2 1,305 0.2Operating income66,873 7.4 30,851 4.1 24,916 3.8Other income1,311 0.1 1,943 (0.1) 1,236 (0.1)Interest expense14,676 1.6 19,149 2.5 19,318 2.9Income before provision for incometaxes53,508 6.0 13,645 1.8 6,834 1.0Provision for income taxes8,996 1.0 15,350 2.0 49 —Net income (loss)$44,512 5.0% $(1,705) (0.2)% $6,785 1.0 %Year Ended December 31, 2018 Compared to Year Ended December 31, 2017CONSOLIDATED RESULTSThe table below sets forth certain consolidated operating data for the periods indicated (dollars are in thousands):33Table of Contents 2018 2017 Dollar Change % ChangeRevenues$897,737 $755,231 $142,506 18.9 %Gross profit128,852 91,718 37,134 40.5Selling, general and administrative expenses60,679 59,547 1,132 1.9Interest expense14,676 19,149 (4,473) (23.4)Provision for income taxes8,996 15,350 (6,354) (41.4)Net income (loss)44,512 (1,705) 46,217 (2,710.7)Revenues. The increase in revenues for the year ended December 31, 2018 compared to the year ended December 31, 2017 primarily resulted from increasedheavy-duty truck production volumes in North America and an improvement in the global construction equipment markets. More specifically, the increaseresulted from:•a $106.4 million, or 33%, increase in OEM North American MD/HD Truck revenues;•a $24.9 million, or 15%, increase in construction equipment revenues;•a $17.2 million, or 14%, increase in aftermarket revenues; and•a $6.0 million, or 4%, decrease in other revenues.2018 revenues were favorably impacted by foreign currency exchange translation of $8.1 million, which is reflected in the change in revenue above.Gross Profit. The increase in gross profit is primarily attributable to an increase in sales volume. Included in gross profit is cost of revenues, which consistsprimarily of raw materials and purchased components for our products, wages and benefits for our employees and overhead expenses such as manufacturingsupplies, facility rent and utilities costs related to our operations. Cost of revenues increased $105.4 million, or 15.9%, resulting from an increase in rawmaterial and purchased component costs of $82.5 million, wages and benefits of $9.7 million and overhead expenses of $13.2 million. Commodity and othermaterial inflationary pressures and difficult labor markets adversely affected cost of revenues. Cost control and cost recovery initiatives, including pricingadjustments, reduced the impact of these cost pressures on gross profit. Also benefiting gross profit was the completion of facility restructuring in late 2017.The year ended December 31, 2017 included costs of approximately $10.0 million arising from a labor shortage in our North American wire harness businessand $1.9 million in charges relating to facility restructuring and related costs. There were no facility restructuring and related costs in 2018. As a percentageof revenues, gross profit was 14.4% for the year ended December 31, 2018 compared to 12.1% for the year ended December 31, 2017.Selling, General and Administrative Expenses. Selling, general and administrative expenses consist primarily of wages and benefits and other overheadexpenses such as marketing, travel, legal, audit, rent and utilities costs, which are not directly or indirectly associated with the manufacturing of our products.Selling, general and administrative expenses increased modestly notwithstanding increased heavy-duty production volumes in North America andimprovement in the global construction markets, reflecting a focus on cost discipline. The year ended December 31, 2017 includes $2.4 million of litigationsettlement costs.Interest Expense. The decrease is the result of less outstanding debt and the favorable impact of the mark-to-market of the interest rate swap agreement due torising interest rates. Included in interest expense for the year ended December 31, 2017 is a non-cash write-off of deferred financing fees of $1.6 million andinterest of $1.5 million paid to bondholders during the 30-day notification period associated with the redemption of the 7.875% notes in 2017.Provision for Income Taxes. The decrease in the tax provision is primarily attributable to $11.2 million in non-recurring tax expense recorded during theyear ended December 31, 2017 for the impact of the Tax Cuts and Jobs Act of 2017 (“U.S. Tax Reform”). The $11.2 million tax provision consisted of $7.2million tax expense associated with the decrease in value of the Company’s deferred tax assets resulting from the reduced 21% U.S. corporate income tax rateand $4.0 million tax expense estimated for the deemed repatriation of accumulated untaxed earnings of the Company’s foreign subsidiaries. Moreover,results for the year ended December 31, 2018 include a $4.2 million tax benefit recorded as an adjustment to the $4.0 million provisional tax expenseaccrued during the year ended December 31, 2017 for the estimated impact of the deemed repatriation of accumulated untaxed earnings of the Company’sforeign subsidiaries. The $4.2 million tax benefit is primarily attributable to foreign tax credits that were generated as a result of the deemed repatriation ofaccumulated untaxed earnings of the Company's foreign subsidiaries which were not provided for in the provisional $4.0 million tax expense recordedduring the year ended December 31, 2017 due to the lack of regulatory guidance on how certain provisions of the U.S. Tax Reform should be implemented.Excluding the non-recurring impact of the U.S. Tax Reform, our provision for income taxes would have been $13.2 million for the year ended December 31,2018 compared to $4.2 million for the year ended December 31, 2017. The year over year change34Table of Contentsin tax provision, excluding the impact of the U.S. Tax Reform, was primarily attributable to the increase in worldwide pre-tax earnings during the year endedDecember 31, 2018 and unfavorable impact of the new Global Intangible Low-Taxed Income (“GILTI”) rules enacted under the U.S. Tax Reform. Foradditional information regarding the income tax provision refer to Note 9 to our consolidated financial statements in Item 8 in this Annual Report on Form10-K.SEGMENT RESULTSIn the quarter ended December 31, 2018, we completed a strategic reorganization of our operations into two business segments, Electrical Systems and GlobalSeating. As a result of the strategic reorganization, we restated prior period segment information to conform to the current period segment presentation. SeeNote 10 of the Consolidated Financial Statements for more information.Electrical Systems Segment ResultsThe table below sets forth certain Electrical Systems Segment operating data for the periods indicated (dollars are in thousands): 2018 2017 Dollar Change % ChangeRevenues$512,754 $434,398 $78,356 18.0 %Gross profit75,184 52,011 23,173 44.6Selling, general & administrative expenses15,390 15,757 (367) (2.3)Operating income59,047 35,508 23,539 66.3Revenues. The increase in Electrical Systems Segment 2018 revenues is primarily a result of:•a $63.0 million, or 33%, increase in OEM North American MD/HD Truck revenues;•a $11.0 million, or 13%, increase in OEM construction equipment revenues;•a $10.0 million, or 23%, increase in aftermarket revenues;•a $3.6 million, or 4%, increase in other revenue; and•a $9.2 million, or 41%, decrease in OEM recreational and specialty revenues.Electrical Systems Segment 2018 revenues were favorably impacted by foreign currency exchange translation of $4.5 million, which is reflected in thechanges in revenue above.Gross Profit. The increase in gross profit was primarily the result of the increase in sales volume. Included in gross profit is cost of revenues, which increased$55.2 million, or 14.4%, as a result of an increase in raw material and purchased component costs of $44.4 million, wages and benefits of $4.9 million andoverhead expenses of $5.9 million. Commodity and other material inflationary pressures and difficult labor markets adversely affected cost of revenues. Costcontrol and cost recovery initiatives, including pricing adjustments, reduced the impact of these cost pressures on gross profit. The year ended December 31,2017, included costs of approximately $10.0 million arising from a labor shortage in our North American wire harness business. Also benefiting gross profitwas the completion of facility restructuring in late 2017 which included $1.8 million in charges relating to facility restructuring and related costs. There wereno facility restructuring and related costs in 2018. As a percentage of revenues, gross profit for the year ended December 31, 2018 was 14.7% compared to12.0% for the year ended December 31, 2017.Selling, General and Administrative Expenses. Electrical Systems Segment selling, general and administrative expenses decreased modestly in 2018compared to 2017, notwithstanding the increase in revenues, reflecting a focus on cost discipline.Global Seating Segment ResultsThe table below sets forth certain Global Seating Segment operating data for the periods indicated (dollars are in thousands): 2018 2017 Dollar Change % ChangeRevenues$397,501 $329,516 $67,985 20.6%Gross profit54,231 40,722 13,509 33.2Selling, general & administrative expenses22,433 21,585 848 3.9Operating income31,245 18,563 12,682 68.3Revenues. The increase in Global Seating Segment 2018 revenues is primarily a result of:35Table of Contents•a $43.4 million, or 34%, increase in OEM North American MD/HD Truck revenues;•a $13.9 million, or 17%, increase in OEM construction equipment revenues;•a $7.2 million, or 9%, increase in aftermarket revenues; and•a $3.5 million, or 9%, increase in revenues other revenues.Global Seating Segment 2018 revenues were favorably impacted by foreign currency exchange translation of $3.6 million, which is reflected in the changesin revenue above.Gross Profit. The increase in gross profit was primarily attributable to the increase in sales volume. Included in gross profit is cost of revenues, whichincreased $54.5 million, or 18.9%, as a result of an increase in raw material and purchased component costs of $41.9 million, wages and benefits of $4.8million and overhead expenses of $7.7 million. Commodity and other material inflationary pressures and difficult labor markets adversely affected cost ofrevenues. Cost control and cost recovery initiatives, including pricing adjustments, reduced the impact of these cost pressures on gross profit. As a percentageof revenues, gross profit was 13.6% for the year ended December 31, 2018 compared to 12.4% for the year ended December 31, 2017.Selling, General and Administrative Expenses. Global Seating Segment selling, general and administrative expenses increased modestly in 2018 comparedto 2017, notwithstanding the increase in revenues, reflecting a focus on cost discipline.Year Ended December 31, 2017 Compared to Year Ended December 31, 2016Consolidated ResultsThe table below sets forth certain consolidated operating data for the periods indicated (dollars are in thousands): 2017 2016 Dollar Change % ChangeRevenues$755,231 $662,112 $93,119 14.1 %Gross profit91,718 86,703 5,015 5.8Selling, general & administrative expenses59,547 60,482 (935) (1.5)Interest expense19,149 19,318 (169) (0.9)Provision for income taxes15,350 49 15,301 31,226.5Net (loss) income(1,705) 6,785 (8,490) (125.1)Revenues. The increase in consolidated revenues for the year ended December 31, 2017 compared to the year ended December 31, 2016 primarily resultedfrom increased heavy-duty truck production volumes in North America and an improvement in the global construction equipment markets. More specifically,the increase resulted from:•a $41.6 million, or 15%, increase in OEM North American MD/HD Truck revenues;•a $40.9 million, or 32%, increase in construction equipment revenues;•a $4.6 million, or 4%, increase in aftermarket revenues; and•a $6.0 million, or 4%, increase in other revenues.2017 revenues were favorably impacted by foreign currency exchange translation of $0.5 million, which is reflected in the change in revenue above. Gross Profit. The increase in gross profit is attributable to the increase in sales volume. Cost of revenues increased $88.1 million, or 15.3%, resulting from anincrease in raw material and purchased component costs of $60.6 million, wages and benefits of $12.1 million and overhead expenses of $15.4million. Commodity and other material inflationary pressures and difficult labor markets adversely affected cost of revenues. The labor shortage in our NorthAmerican wire harness business adversely impacted cost of revenue by approximately $10 million in 2017. Additionally, 2017 results included $1.9 millionin charges relating to facility restructuring and related costs compared to $3.4 million in the prior year period. As a percentage of revenues, gross profitwas 12.1% for the year ended December 31, 2017 compared to 13.1% for the year ended December 31, 2016.Selling, General and Administrative Expenses. The decrease in selling, general and administrative expenses, notwithstanding the increase in revenues,reflects the benefit of cost reduction and restructuring initiatives announced in late 2015 partially offset by36Table of Contents$2.4 million of litigation settlement costs for the year ended December 31, 2017. In addition, the year ended December 31, 2016 included a $0.6 millionimpairment of an asset held for sale.Interest Expense. Included in interest expense for the year ended December 31, 2017 is a non-cash write-off of deferred financing fees of $1.6 million andinterest paid of $1.5 million to bondholders during the 30-day notification period associated with the redemption of the 7.875% notes in 2017. Theseexpenses were offset by lower interest expense resulting from less outstanding debt.Provision for Income Taxes. Our provision for income taxes was $15.4 million for the year ended December 31, 2017 compared to $49 thousand for the yearended December 31, 2016. Results for the year ended December 31, 2017 were unfavorably impacted by an estimated $11.2 million attributable to thepassage of the U.S. Tax Reform. This includes a $7.2 million provision for the decrease in value of our net deferred tax assets due to a reduction of the U.S.corporate tax rate from 35% to 21% effective January 1, 2018, and a $4.0 million provision related to the deemed repatriation of accumulated untaxedearnings of certain foreign subsidiaries.Electrical Systems Segment ResultsThe table below sets forth certain Electrical Systems Segment operating data for the periods indicated (dollars are in thousands): 2017 2016 Dollar Change % ChangeRevenues$434,398 $376,061 58,337 15.5 %Gross profit52,011 54,611 (2,600) (4.8)Selling, general & administrative expenses15,757 17,443 (1,686) (9.7)Operating income35,508 36,422 (914) (2.5)Revenues. The increase in Electrical Systems Segment revenues in 2017 compared to 2016 is primarily a result of:•a $25.6 million, or 42%, increase in OEM construction equipment revenues;•a $25.6 million, or 16%, increase in OEM North American MD/HD Truck revenues; and•a $7.1 million, or 5%, increase in revenues from other markets.Electrical Systems Segment 2017 revenues were favorably impacted by foreign currency exchange translation of $2.5 million, which is reflected in thechanges in revenue above.Gross Profit. The decrease in gross profit is attributable to the NA Footprint Adjustment. If not for the NA Footprint Adjustment, gross profit would haveincreased as a result of the increased sales volume. Included in gross profit is cost of revenues, which increased $60.9 million, or 18.9%, as a result of anincrease in raw material and purchased component parts of $43.7 million, wages and benefits of $7.7 million and overhead expenses of $9.5 million.Commodity and other material inflationary pressures and difficult labor markets adversely affected cost of revenues. Additionally, 2017 results included $1.8million in charges relating to facility restructuring costs compared to $2.5 million in the prior year period. As a percentage of revenues, gross profitwas 12.0% for the year ended December 31, 2017 compared to 14.5% for the year ended December 31, 2016.Selling, General and Administrative Expenses. Electrical Systems Segment selling, general and administrative expenses decreased in 2017 compared to2016, notwithstanding the increase in revenues, reflecting a focus on cost discipline.Global Seating Segment ResultsThe table below sets forth certain Global Seating Segment operating data for the periods indicated (dollars are in thousands): 2017 2016 Dollar Change % ChangeRevenues$329,516 $290,913 38,603 13.3 %Gross profit40,722 33,090 7,632 23.1Selling, general & administrative expenses21,585 22,697 (1,112) (4.9)Operating income18,563 9,834 8,729 88.837Table of ContentsRevenues. The increase in Global Seating Segment revenue is primarily a result of:•a $16.8 million, or 26%, increase in OEM construction equipment revenues;•a $15.4 million, or 14%, increase in OEM North American MD/HD Truck revenues;•a $2.3 million, or 3%, increase in aftermarket revenues; and•a $4.1 million, or 11%, increase in revenues from various other markets.Global Seating Segment 2017 revenues were adversely impacted by foreign currency exchange translation of $2.0 million, which is reflected in the changesin revenue above.Gross Profit. The increase in gross profit was primarily the result of the increase in sales volume. Included in gross profit is cost of revenues, which increased$31.0 million, or 12.0%, as a result of an increase in raw material and purchased component costs of $20.7 million, wages and benefits of $4.6 million andoverhead expenses of $5.7 million. Commodity and other material inflationary pressures and difficult labor markets adversely affected cost of revenues.Additionally, 2017 results included $0.3 million in charges relating to facility restructuring and other related costs compared to $0.9 million in the prior yearperiod. As a percentage of revenues, gross profit was 12.4% for the year ended December 31, 2017 compared to 11.4% for the year ended December 31, 2016.Selling, General and Administrative Expenses. Global Seating Segment selling, general and administrative expenses decreased in 2017 compared to 2016,notwithstanding the increase in revenues, reflecting a focus on cost discipline.Liquidity and Capital ResourcesDuring the year ended December 31, 2018, the Company borrowed under its asset-based revolver; however, as of year end the Company did not have anyoutstanding borrowings. At December 31, 2018, the Company had liquidity of $134 million; $71 million of cash and $63 million availability from its asset-based revolver.We intend to allocate resources consistent with the following priorities: (1) to provide liquidity; (2) to invest in growth; (3) to reduce debt; and (4) to returncapital to our shareholders.Cash FlowsOur primary source of liquidity during the year ended December 31, 2018 was cash and availability under our revolving credit facility. We believe that thesesources of liquidity will provide adequate funds for our working capital needs, planned capital expenditures and servicing of our debt through the nexttwelve months. However, no assurance can be given that this will be the case. We had no borrowings under our revolving credit facility at December 31,2018.For the year ended December 31, 2018, cash provided by operations was $41.0 million compared to $2.3 million in the year ended December 31, 2017 and$49.4 million in the year ended December 31, 2016. The increase in cash provided by operations for the year ended December 31, 2018 compared to 2017was primarily due to an increase in net income. The decrease in cash provided by operations for the year ended December 31, 2017 compared to 2016 wasprimarily due to an increase in the investment in working capital in 2017. Net cash used in investing activities was $14.1 million for the year ended December 31, 2018 compared to $10.8 million for the year ended December 31,2017, and $8.9 million for the year ended December 31, 2016. The increase in cash used in investing activities for the year ended December 31, 2018compared to 2017 was due to a gain on the sale of a building as a part of the restructuring in 2017. The increase in cash used in investing activities for theyear ended December 31, 2017 compared to 2016 was due to an increase in capital expenditures in 2017. In 2019, we expect capital expenditures to be in therange of $16 million to $19 million.Net cash used in financing activities was $5.8 million for the year ended December 31, 2018 compared to $72.8 million for the year ended December 31,2017, and $0.7 million for the year ended December 31, 2016. The decrease in net cash used in financing activities for the year ended December 31, 2018 andthe increase in net cash used for financing activities for the year ended December 31, 2017 is attributable to the debt refinancing completed in the secondquarter of 2017.As of December 31, 2018, cash of $48.7 million was held by foreign subsidiaries. Historically, the Company has asserted that it would indefinitely reinvestthe undistributed earnings of the Company's foreign subsidiaries to the extent a distribution thereof would result in income tax expense. The Company hasnow developed a plan to repatriate a portion of this cash to the U.S. to fund other initiatives. Specifically, the Company plans to repatriate approximately$16.0 million from its Chinese and Luxembourg38Table of Contentssubsidiaries which resulted in a $0.5 million deferred tax liability being recorded during the year ended December 31, 2018 for the expected future incometax implications.Debt and Credit FacilitiesThe debt and credit facility summaries described in Note 7 of the Consolidated Financial Statements are incorporated in this section by reference.Contractual Obligations and Commercial CommitmentsThe following table reflects our contractual obligations as of December 31, 2018 (in thousands): Payments Due by Period Total 1 Year 2-3 Years 4-5 Years More than5 YearsDebt obligations$168,438 $10,252 $8,750 $149,436 $—Estimated interest payments57,000 14,020 26,711 16,269 —Leasing obligations29,473 7,558 12,452 6,962 2,501Non-U.S. pension funding14,653 801 1,700 1,838 10,314Total$269,564 $32,631 $49,613 $174,505 $12,815We estimated future interest payments based on the effective interest rate as of December 31, 2018. Since December 31, 2018, there have been no materialchanges outside the ordinary course of business to our contractual obligations as set forth above.We expect to contribute approximately $2.3 million to our U.S. pension plans and our other post-retirement benefit plans in 2019. We enter into agreements with our customers at the beginning of a given vehicle platform’s life to supply products for the entire life of that vehicle platform.These agreements generally provide for the supply of a customer’s production requirements for a particular platform, rather than for the purchase of a specificquantity of products. Additionally, we have recorded a liability of $0.5 million for unrecognized tax benefits as we are uncertain as to if or when this amountmay be settled. The $0.5 million liability is inclusive of $0.3 million in potential penalties and interest that may become due as a result of settling theunderlying uncertain tax positions. The obligations under these agreements and regulations are not reflected in the contractual obligations table above.As of December 31, 2018, we were not a party to significant purchase obligations for goods or services.Off-Balance Sheet ArrangementsWe use standby letters of credit to guarantee our performance under various contracts and arrangements, principally in connection with our workers’compensation liabilities. These letter of credit contracts are usually extended on a year-to-year basis. As of December 31, 2018, we had outstanding letters ofcredit of $1.7 million. We do not believe that these letters of credit will be drawn.We currently have no non-consolidated special purpose entity arrangements.Critical Accounting Policies and EstimatesOur consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S.GAAP”). For a comprehensive discussion of our significant accounting policies, see Note 2 to our consolidated financial statements in Item 8 in this AnnualReport on Form 10-K.The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets andliabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses duringthe reporting period. We evaluate our estimates and assumptions on an ongoing basis, particularly relating to accounts receivable reserves, inventoryreserves, goodwill, intangible and long-lived assets, income taxes, warranty reserves, litigation reserves and pension and other post-retirement benefit plans.We base our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances, the results of which form thebasis for making judgments about the carrying value of assets, liabilities and equity that are not readily apparent from other sources. Actual results andoutcomes could differ materially from these estimates and assumptions. See Item 1A - Risk Factors in this Annual Report on Form 10-K for additionalinformation regarding risk factors that may impact our estimates.Revenue Recognition — We recognize revenue when our performance obligation has been satisfied and control of products has been transferred to acustomer, which typically occurs upon shipment. Revenue is measured based on the amount of consideration we expect to receive in exchange for thetransfer of goods or services. We enter into agreements with our customers at the beginning39Table of Contentsof a given vehicle platform’s life to supply products for that vehicle platform. Once we enter into such agreements, fulfillment of our requirements is ourobligation for the entire production life of the platform and we have no provisions to terminate such contracts. At the time of revenue recognition, we alsorecord estimates for provision for doubtful accounts based on historical trends and current market conditions. Management judgments and estimates must bemade in estimating sales returns and allowances relating to revenue recognized in a given period.Inventory — Inventories are valued at the lower of first-in, first-out cost or market. Cost includes applicable material, labor and overhead. We value ourfinished goods inventory at a standard cost that is periodically adjusted to approximate actual cost. Inventory quantities on-hand are regularly reviewed, andwhere necessary, provisions for excess and obsolete inventory are recorded based primarily on our estimated production requirements driven by expectedmarket volumes.Income Taxes — We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financialstatements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statements and tax basis of assets andliabilities using enacted tax laws and rates expected to be in place when the deferred tax items are realized. We recognize tax positions initially in thefinancial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. We provide a valuation allowancefor deferred tax assets when it is more likely than not that a portion of such deferred tax assets will not be realized.On December 22, 2017, the U.S. Tax Cuts and Jobs Act of 2017 was signed into law. The U.S. Tax Reform significantly revised the U.S. corporate income taxregime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018, establishing a quasi-territorial tax system andimposing a one-time tax on the deemed repatriation of earnings of foreign subsidiaries. The SEC issued the Staff Accounting Bulletin No. 118 ("SAB 118") toaddress the accounting implications of the U.S. Tax Reform. The effects of the U.S. Tax Reform are recognized upon enactment, however, SAB 118 permits acompany to recognize provisional amounts when it does not have the necessary information available. The measurement period to finalize our calculationswas one year from the enactment date. During the year ended December 31, 2017, the Company recorded $4.0 million tax expense for the estimated impact ofthe deemed repatriation of accumulated untaxed earnings of its foreign subsidiaries. After performing additional data gathering and analysis and interpretingsubsequently issued guidance from the Internal Revenue Service (“IRS”), we recorded a $4.2 million tax benefit during the year ended December 31, 2018which represented our final adjustment to the provisional $4.0 million tax expense recorded during the year ended December 31, 2017. The $4.2 million taxbenefit primarily consisted of foreign tax credits the Company was able to claim as a result of the U.S. Tax Reform. Therefore, the final impact of the deemedrepatriation of the accumulated untaxed earnings of the Company’s foreign subsidiaries was an income tax benefit of $0.2 million.Pursuant to SAB 118, a company must make an accounting policy of either (1) treating taxes due on future U.S. taxable income inclusions related to GlobalIntangible Low-Taxed Income ("GILTI") as a current-period expense when incurred (the "period cost method") or (2) factoring such amounts into themeasurement of the Company's deferred taxes (the "deferred method") during the one year measurement period. The Company has analyzed the implicationsof recording the implications of GILTI under the two alternatives and has decided to account for GILTI under the period cost method.Item 7A.Quantitative and Qualitative Disclosures About Market RiskWe are exposed to various market risks, including changes in foreign currency exchange rates and interest rates. Market risk is the potential loss arising fromadverse changes in market rates and prices, such as foreign currency exchange and interest rates. We do not enter into derivatives or other financialinstruments for trading or speculative purposes. We enter into financial instruments, from time to time, to manage the impact of changes in foreign currencyexchange rates and interest rates and to hedge a portion of future anticipated currency transactions. The counterparties are primarily major financialinstitutions.Interest Rate RiskWe manage our interest rate risk by balancing the amount of our fixed rate and variable rate debt. To manage its exposure to variable interest rates in a cost-efficient manner, the Company enters into interest rate swaps in which the Company agrees to exchange, at specified intervals, the difference between fixedand variable interest amounts calculated by reference to an agreed-upon notional principal amount. The Company entered into an interest rate swap contractto fix the interest rate on an initial aggregate amount of $80.0 million of its initial $175.0 million of variable rate debt thereby reducing exposure to interestrate changes. Interest rate changes affect the fair market value of such debt but do not impact earnings or cash flows. Conversely for variable rate debt, interestrate changes generally do not affect the fair market value of such debt, but do impact future earnings and cash flows, assuming other factors are held constant.The interest on the Term Loan Facility is variable and is comprised of 1) an Applicable Margin of either (i) 5.00% for Base Rate Loans or (ii) 6.00% forLIBOR loans, and 2) LIBOR as quoted two business days prior to the commencement of an interest period provided that LIBOR at no time falls below 1.00%.40Table of ContentsAt December 31, 2018, the interest rate swap agreement was not designated as a hedging instrument; therefore, it has been marked-to-market and the fairvalue recorded in the Consolidated Balance Sheets with the offsetting gain or loss recorded in interest and other expense in our Consolidated Statements ofOperations.The interest rate swap agreement is more fully described in Note 4 of the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.The fair value of the agreement at December 31, 2018 amounted to long-term derivative asset of $0.7 million, which was included in other long-term assets inour Consolidated Balance Sheets, and a current derivative asset of $0.4 million , which was included in other current assets in our Consolidated BalanceSheets.Foreign Currency RiskForeign currency risk is the risk that we will incur economic losses due to adverse changes in foreign currency exchange rates. We use forward exchangecontracts to hedge certain foreign currency transaction exposures. We estimate our projected revenues and purchases in certain foreign currencies andlocations and will hedge a portion or all of the anticipated long or short position. The contracts typically run from one month up to eighteen months. Tomitigate our exposure to Mexican Pesos, where we have our greatest exposure, we have entered into multiple monthly forward exchange contracts that havebeen designated as cash flow hedge instruments which are recorded in the Consolidated Balance Sheets at fair value. Noncash gains and losses are deferred inaccumulated other comprehensive loss and recognized when settled in our Consolidated Statements of Operations. All other existing forward foreignexchange contracts have been marked-to-market and the fair value of contracts recorded in the Consolidated Balance Sheets with the offsetting noncash gainor loss recorded in our Consolidated Statements of Operations. We do not hold or issue foreign exchange options or forward contracts for trading purposes.Outstanding foreign currency forward exchange contracts at December 31, 2018 are more fully described in Note 4 to our consolidated financial statements inItem 8 of this Annual Report on Form 10-K. The fair value of our contracts at December 31, 2018 amounted to a derivative asset of $0.5 million, which wasincluded in other current assets in our Consolidated Balance Sheets. The fair value of our contracts at December 31, 2017 amounted to a derivative liabilityof $0.6 million, which was included in other current liabilities in our Consolidated Balance Sheets. We have a deferred gain of $0.5 million which wasincluded in accumulated other comprehensive loss in our Consolidated Balance Sheets and recognized a gain of $0.6 million in our Consolidated Statementsof Operations.At December 31, 2018 and 2017, the potential reduction in earnings from a hypothetical instantaneous 10% adverse change in quoted foreign currency spotrates applied to foreign currency sensitive instruments would have been immaterial.Foreign Currency TransactionsA portion of our revenues during the year ended December 31, 2018 were derived from manufacturing operations outside of the U.S. The results of operationsand the financial position of our operations in these other countries are primarily measured in their respective currency and translated into U.S. Dollars. Aportion of the expenses incurred in these countries is in currencies different from which revenue is generated. As discussed above, from time to time, we enterinto forward exchange contracts to mitigate a portion of this currency risk. The reported income of these operations will be higher or lower depending on aweakening or strengthening of the U.S. Dollar against the respective foreign currency.A portion of our long-term assets and liabilities at December 31, 2018 are based in our foreign operations and are translated into U.S. Dollars at foreigncurrency exchange rates in effect as of the end of each period with the effect of such translation reflected as a separate component of stockholders’ equity.Accordingly, our stockholders’ investment will fluctuate depending upon the weakening or strengthening of the U.S. Dollar against the respective foreigncurrency. The principal currencies of exposure are the Mexican Peso, Chinese Yuan, British Pound, Euro, Czech Koruna, Australian Dollar, Japanese Yen,Indan Rupee, Thai Baht, and Ukrainian Hryvnia. Foreign currency translation favorably impacted fiscal year 2018 revenues by $8.1 million, or 1.1 percent.Effects of InflationInflation potentially affects us in two principal ways. First, any borrowings under our revolving credit facility is tied to prevailing short-term interest ratesthat may change as a result of inflation rates, translating into changes in interest expense. Second, general inflation can impact material purchases, labor andother costs. In many cases, we have limited ability to pass through inflation-related cost increases due to the competitive nature of the markets that we serve.Although general inflation has not had a significant impact in the past few years, the significant rise in certain commodity prices negatively impacted ourmargins in 2018 and 2017.41Table of ContentsItem 8.Financial Statements and Supplementary DataINDEX TO CONSOLIDATED FINANCIAL STATEMENTSDocuments Filed as Part of this Annual Report on Form 10-K PageReport of Independent Registered Public Accounting Firm43Consolidated Balance Sheets as of December 31, 2018 and 201744Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 201645Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2018, 2017 and 201646Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2018, 2017 and 201647Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 201648Notes to Consolidated Financial Statements49Item 15 - Exhibits and Financial Statement Schedules8042Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Stockholders and Board of DirectorsCommercial Vehicle Group, Inc.:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of Commercial Vehicle Group, Inc. and subsidiaries (the Company) as of December 31, 2018and 2017, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in thethree year period ended December 31, 2018, and the related notes and financial statement schedule II: Valuation of Qualifying Accounts (collectively, theconsolidated financial statements). In our opinion, theconsolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and theresults of its operations and its cash flows for each of the years in the three year period ended December 31, 2018, in conformity with U.S. generally acceptedaccounting principles.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’sinternal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control – Integrated Framework (2013) issued bythe Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 11, 2019 expressed an unqualified opinion on theeffectiveness of the Company’s internal control over financial reporting.Basis for OpinionThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on theseconsolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent withrespect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and ExchangeCommission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performingprocedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures thatrespond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financialstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating theoverall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ KPMG LLPWe have served as the Company’s auditor since 2012.Columbus, OhioMarch 11, 201943Table of ContentsCOMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSDecember 31, 2018 and 2017 2018 2017 (In thousands, except share amounts)ASSETS Current Assets: Cash$70,913 $52,244Accounts receivable, net of allowances of $5,139 and $5,242, respectively134,624 108,595Inventories92,359 99,015Other current assets16,828 14,792Total current assets314,724 274,646Property, Plant and Equipment: Land and buildings26,240 25,942Machinery and equipment175,990 183,556Construction in progress6,650 2,685Less accumulated depreciation(143,781) (147,553)Property, plant and equipment, net65,099 64,630Goodwill7,576 8,045Intangible assets, net of accumulated amortization of $9,568 and $8,533, respectively12,800 14,548Deferred income taxes, net15,348 20,273Other assets2,583 2,246TOTAL ASSETS$418,130 $384,388LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent Liabilities: Accounts payable$86,645 $86,608Accrued liabilities and other36,969 33,944Current portion of long-term debt9,102 3,191Total current liabilities132,716 123,743Long-term debt154,656 163,758Pension and other post-retirement liabilities12,065 15,450Other long-term liabilities3,655 6,695Total liabilities303,092 309,646Commitments and contingencies (Note 11) Stockholders’ Equity: Preferred stock, $.01 par value (5,000,000 shares authorized; no shares issued and outstanding)— —Common stock, $.01 par value (60,000,000 shares authorized; 30,512,843 and 30,219,278 shares issued andoutstanding, respectively);318 304Treasury stock, at cost: 1,334,251 and 1,175,795 shares, respectively(10,245) (9,114)Additional paid-in capital243,007 239,870Retained deficit(70,571) (115,083)Accumulated other comprehensive loss(47,471) (41,235)Total stockholders’ equity115,038 74,742TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$418,130 $384,388 The accompanying notes are an integral part of these consolidated financial statements.44Table of ContentsCOMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONSYears Ended December 31, 2018, 2017 and 2016 2018 2017 2016 (In thousands, except per share amounts)Revenues$897,737 $755,231 $662,112Cost of revenues768,885 663,513 575,409Gross Profit128,852 91,718 86,703Selling, general and administrative expenses60,679 59,547 60,482Amortization expense1,300 1,320 1,305Operating Income66,873 30,851 24,916Other income1,311 1,943 1,236Interest expense14,676 19,149 19,318Income Before Provision for Income Taxes53,508 13,645 6,834Provision for income taxes8,996 15,350 49Net income (loss)$44,512 $(1,705) $6,785Earnings (loss) per common share Basic$1.47 $(0.06) $0.23Diluted$1.46 $(0.06) $0.23Weighted average shares outstanding Basic30,277 29,942 29,530Diluted30,587 29,942 29,878The accompanying notes are an integral part of these consolidated financial statements.45Table of ContentsCOMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)Years Ended December 31, 2018, 2017 and 2016 2018 2017 2016 (In thousands)Net income (loss) $44,512 $(1,705) $6,785Other comprehensive (loss) income: Foreign currency translation adjustments (5,675) 7,141 (3,234)Minimum pension liability, net of tax (1,057) 469 (5,957)Derivative instrument 496 — —Other comprehensive (loss) income (6,236) 7,610 (9,191)Comprehensive income (loss) $38,276 $5,905 $(2,406)The accompanying notes are an integral part of these consolidated financial statements.46Table of ContentsCOMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITYYears Ended December 31, 2018, 2017 and 2016 Common StockTreasuryStockAdditionalPaid-InCapitalRetainedDeficitAccum.OtherComp.LossTotal CVGStockholders’Equity SharesAmount (In thousands, except share data )BALANCE - December 31, 201529,448,779$294$(7,039)$234,760$(122,431)$(39,654)$65,930Issuance of restricted stock557,5845————5Surrender of common stock by employees(135,009)—(714)———(714)Share-based compensation expense———2,607——2,607Recognition of excess tax benefits on share-based compensation expense————2,268—2,268Total comprehensive loss————6,785(9,191)(2,406)BALANCE - December 31, 201629,871,354$299$(7,753)$237,367$(113,378)$(48,845)$67,690Issuance of restricted stock509,3065————5Surrender of common stock by employees(161,382)—(1,361)———(1,361)Share-based compensation expense———2,503——2,503Total comprehensive income————(1,705)7,6105,905BALANCE - December 31, 201730,219,278$304$(9,114)$239,870$(115,083)$(41,235)$74,742Issuance of restricted stock452,02114———14Surrender of common stock by employees(158,456)—(1,131)———(1,131)Share-based compensation expense———3,137——3,137Total comprehensive income————44,512(6,236)38,276BALANCE - December 31, 201830,512,843$318$(10,245)$243,007$(70,571)$(47,471)$115,038The accompanying notes are an integral part of these consolidated financial statements.47Table of ContentsCOMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSYears Ended December 31, 2018, 2017 and 2016 2018 2017 2016 (In thousands)CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income$44,512 $(1,705) $6,785Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization15,418 15,344 16,451Provision for doubtful accounts7,607 5,622 5,552Noncash amortization of debt financing costs1,404 1,251 840Shared-based compensation expense3,137 2,503 2,607Deferred income taxes5,940 7,992 (2,525)Noncash (gain) loss on forward exchange contracts(1,468) (726) 603Impairment of equipment held for sale— — 616Change in other operating items: Accounts receivable(35,674) (13,794) 25,501Inventories4,836 (25,104) 2,993Prepaid expenses(5,685) (814) (978)Accounts payable1,451 23,250 (4,263)Accrued liabilities2,631 (12,284) (1,997)Other operating activities, net(3,117) 722 (2,820)Net cash provided by operating activities40,992 2,257 49,365CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment(14,150) (13,458) (11,429)Proceeds from disposal/sale of property, plant and equipment49 2,682 37Proceeds from corporate-owned life insurance policies— — 2,489Net cash used in investing activities(14,101) (10,776) (8,903)CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings of Revolving Credit Facility80,500 — —Repayment of Revolving Credit Facility(80,500) — —Borrowings of Term Loan Facility—175,000 —Repayment of Term Loan Facility principal(4,375)(2,188) —Surrender of common stock by employees(1,131) (1,361) (714)Redemption of Notes— (235,000) —Prepayment charge for redemption of 7.875% Notes— (1,543) —Payment of Term Loan Facility discount— (3,500) —Payment of debt issuance costs— (4,256) —Other financing activities, net(329) — —Net cash used in financing activities(5,835) (72,848) (714)EFFECT OF CURRENCY EXCHANGE RATE CHANGES ON CASH(2,387) 3,451 (1,782)NET INCREASE (DECREASE) IN CASH18,669 (77,916) 37,966CASH: Beginning of period52,244 130,160 92,194End of period$70,913 $52,244 $130,160SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest$14,046 $18,572 $18,684Cash paid for income taxes, net$3,143 $3,276 $2,495Unpaid purchases of property and equipment included in accounts payable$509 $109 $488The accompanying notes are an integral part of these consolidated financial statements.48Table of ContentsCOMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSYears Ended December 31, 2018, 2017 and 2016 1.OrganizationCommercial Vehicle Group, Inc. (through its subsidiaries) is a leading supplier of electrical wire harnesses, seating systems, and a full range of other cabrelated products for the global commercial vehicle markets, including the medium- and heavy-duty truck, medium-and heavy-construction vehicle, military,bus, agriculture, specialty transportation, mining, industrial equipment and off-road recreational markets.We are differentiated from automotive industry suppliers by our ability to manufacture low volume, customized products on a sequenced basis to meet therequirements of our customers. We believe our products are used by a majority of the North American MD/HD Truck and many medium- and heavy-dutyconstruction vehicle original equipment manufacturers (“OEMs”), and to a lesser extent other makers of industrial equipment.We have manufacturing operations in the United States, Mexico, China, United Kingdom, Czech Republic, Ukraine, Thailand, India and Australia. Ourproducts are primarily sold in North America, Europe, and the Asia-Pacific region.In the quarter ended December 31, 2018, we completed a strategic reorganization of our operations into two business segments, Electrical Systems and GlobalSeating. The Company’s Chief Operating Decision Maker (“CODM”), its President and Chief Executive Officer, reviews financial information for these tworeportable segments and makes decisions regarding the allocation of resources based on these segments. See Note 10 of the Notes to Consolidated FinancialStatements for more information.Unless otherwise indicated, all amounts are in thousands, except share and per share amounts.2.Significant Accounting PoliciesPrinciples of Consolidation - The accompanying consolidated financial statements include the accounts of our wholly-owned or controlled subsidiaries. Allintercompany accounts and transactions have been eliminated in consolidation.Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S.GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assetsand liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significantestimates include allowance for doubtful accounts, inventory reserves, goodwill, intangible and long-lived assets, pension and other post-retirement benefits,product warranty reserves, litigation reserves, and income tax valuation allowances. Actual results may differ materially from those estimates.Reclassifications - Certain reclassifications to the Consolidated Statement of Operations and the Consolidated Cash Flows have been made to prior yearamounts to conform to current year presentation.Cash - Cash consists of deposits with high credit-quality financial institutions.Accounts Receivable - Trade accounts receivable are stated at current value less allowances, which approximates fair value. We review our receivables on anongoing basis to ensure that they are properly valued and collectible.Returns and allowances are used to record estimates of returns or allowances resulting from quality, delivery, discounts or other issues affecting the value ofreceivables. This amount is estimated based on historical trends and current market conditions, with the offset to revenues.The allowance for doubtful accounts is used to record the estimated risk of loss related to our customers’ inability to pay. This allowance is maintained at alevel that we consider appropriate based on factors that affect collectability, such as the financial health of our customers, historical trends of charge-offs andrecoveries and current economic market conditions. As we monitor our receivables, we identify customers that may have payment problems, and we adjustthe allowance accordingly, with the offset to selling, general and administrative expense. Account balances are charged off against the allowance whenrecovery is considered remote.49Table of ContentsInventories - Inventories are valued at the lower of first-in, first-out cost or market. Inventory quantities on-hand are regularly reviewed and when necessaryprovisions for excess and obsolete inventory are recorded based primarily on our estimated production requirements, taking into consideration expectedmarket volumes and future potential use.Property, Plant and Equipment - Property, plant and equipment are stated at cost, net of accumulated depreciation. For financial reporting purposes,depreciation is computed using the straight-line method over the following estimated useful lives:Buildings and improvements15 to 40 yearsMachinery and equipment3 to 20 yearsTools and dies3 to 7 yearsComputer hardware and software3 to 5 yearsExpenditures for maintenance and repairs are charged to expense as incurred. Expenditures for major betterments and renewals that extend the useful lives ofproperty, plant and equipment are capitalized and depreciated over the remaining useful lives of the asset. When assets are retired or sold, the cost and relatedaccumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. Leasehold improvementsare amortized using the straight-line method over the estimated useful lives of the improvements or the term of the lease, whichever is shorter. Accelerateddepreciation methods are used for tax reporting purposes. Depreciation expense for each of the years ended December 31, 2018, 2017 and 2016 was $14.1million, $14.0 million and $15.1 million, respectively.We review long-lived assets for recoverability whenever events or changes in circumstances indicate that carrying amounts of an asset group may not berecoverable. Our asset groups are established by determining the lowest level of cash flows available. If the estimated undiscounted cash flows are less thanthe carrying amounts of such assets, we recognize an impairment loss in an amount necessary to write down the assets to fair value as estimated from expectedfuture discounted cash flows. Estimating the fair value of these assets is judgmental in nature and involves the use of significant estimates and assumptions.We base our fair value estimates on assumptions we believe to be reasonable, but that are inherently uncertain.Revenue Recognition - We recognize revenue when our performance obligation has been satisfied and control of products has been transferred to a customer,which typically occurs upon shipment. Revenue is measured based on the amount of consideration we expect to receive in exchange for the transfer of goodsor services.Income Taxes - We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financialstatements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statements and tax basis of assets andliabilities based on enacted tax laws and rates expected to be in place when the deferred tax items are realized. In assessing the realizability of deferred taxassets, we consider whether it is more likely than not that a portion of the deferred tax assets will not be realized. We provide a valuation allowance fordeferred tax assets when it is more likely than not that a portion of such deferred tax assets will not be realized.We evaluate tax positions for recognition by determining, based on the weight of available evidence, whether it is more likely than not the position will besustained upon audit. Any interest and penalties related to our uncertain tax positions are recognized in income tax expense.On December 22, 2017, the U.S. Tax Cuts and Jobs Act of 2017 was signed into law. The U.S. Tax Reform significantly revised the U.S. corporate income taxregime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018, establishing a quasi-territorial tax system andimposing a one-time tax on the deemed repatriation of earnings of foreign subsidiaries. The SEC issued the Staff Accounting Bulletin No. 118 to address theaccounting implications of the U.S. Tax Reform. The effects of the U.S. Tax Reform are recognized upon enactment; however, SAB 118 permits therecognition of provisional amounts when the necessary information is not available. The measurement period to finalize the calculations was one year fromthe date of enactment. During the year ended December 31, 2017, the Company recorded $4.0 million tax expense for the estimated impact of the deemedrepatriation of accumulated untaxed earnings of its foreign subsidiaries. After performing additional data gathering and analysis and interpretingsubsequently issued guidance from the Internal Revenue Service, we recorded a $4.2 million tax benefit during the year ended December 31, 2018 whichrepresented our final adjustment to the provisional $4.0 million tax expense recorded during the year ended December 31, 2017. The $4.2 million tax benefitprimarily consisted of foreign tax credits the Company was able to claim as a result of the U.S. Tax Reform. Therefore, the final impact of the deemedrepatriation of the accumulated untaxed earnings of the Company’s foreign subsidiaries was an income tax benefit of $0.2 million.Pursuant to SAB 118, the Company must make an accounting policy of either (1) treating taxes due on future U.S. taxable income inclusions related to GILTIas a current-period expense when incurred (the "period cost method") or (2) factoring such50Table of Contentsamounts into the measurement of the Company's deferred taxes (the "deferred method") during the one year measurement period. The Company has elected toaccount for GILTI under the period cost method.Comprehensive Income (Loss) - Comprehensive income (loss) reflects the change in equity of a business enterprise during a period from transactions andother events and circumstances from non-owner sources including foreign currency translation, derivative instruments and pension and other post-retirementadjustments. See Note 16 for a rollforward of activity in accumulated comprehensive loss.Fair Value of Financial Instruments - The fair value framework requires the categorization of assets and liabilities into three levels based upon theassumptions (i.e., inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requiressignificant management judgment. The three levels are defined as follows:Level 1 - Unadjusted quoted prices in active markets for identical assets and liabilities.Level 2 - Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets andinactive markets.Level 3 - Significant unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.Concentrations of Credit Risk - Financial instruments that potentially subject us to concentrations of credit risk consist primarily of accounts receivable. Wesell products to various companies throughout the world in the ordinary course of business. We routinely assess the financial strength of our customers andmaintain allowances for anticipated losses. As of December 31, 2018 and 2017, receivables from our largest customers, A.B. Volvo, Daimler Trucks,Caterpillar, Navistar, John Deere and PACCAR, represented approximately 66% and 59% of total receivables, respectively.Foreign Currency Translation - Our functional currency is the local currency. Accordingly, all assets and liabilities of our foreign subsidiaries are translatedusing exchange rates in effect at the end of the period; revenue and costs are translated using average exchange rates for the period. The related translationadjustments are reported in accumulated other comprehensive loss in stockholders’ equity. Translation gains and losses arising from transactionsdenominated in a currency other than the functional currency of the entity are included in the results of operations.Foreign Currency Forward Exchange Contracts - We use forward exchange contracts to hedge certain of the foreign currency transaction exposures. Weestimate our projected revenues and purchases in certain foreign currencies or locations and hedge a portion of the anticipated long or short position. Thecontracts typically run from one month to eighteen months. All forward foreign exchange contracts that are not designated as hedging instruments have beenmarked-to-market and the fair value of contracts recorded in the Consolidated Balance Sheets with the offsetting non-cash gain or loss recorded in ourConsolidated Statements of Operations. For forward contracts that are designated as hedging instruments, the gains and losses are recorded in accumulatedother comprehensive income and (loss) and recognized in the Consolidated Statement of Operations when the contracts are settled. We do not hold or issueforeign exchange options or forward contracts for trading purposes.Interest Rate Swap Agreement - We use an interest rate swap agreement to fix the interest rate on variable interest debt thereby reducing exposure to interestrate changes. The interest rate swap contract was not designated as a hedging instrument; therefore, our interest rate swap contract has been marked-to-marketand the fair value of the contract recorded in the Consolidated Balance Sheets with the offsetting gain or loss recorded in interest and other expense in ourConsolidated Statements of Operations.Recently Issued Accounting PronouncementsIn October 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2018-16, "Derivatives and Hedging(Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for HedgeAccounting Purposes". ASU 2018-16 permits the use of the OIS rate based on SOFR in addition to other various rates to facilitate the transition away fromLIBOR. The Company has early adopted ASU 2017-12 "Targeted Improvements to Accounting for Hedging Activities", which is effective for fiscal yearsbeginning after December 15, 2018. The Company reported unrealized gains on its foreign currency hedges of $0.5 million in Accumulated OtherComprehensive Income (Loss) for the year ended December 31, 2018.Lease Accounting GuidanceIn February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" followed by ASU No. 2018-11, "Leases (Topic 842): Targeted Improvements" inJuly 2018. ASU 2016-02 is intended to increase transparency and comparability among companies by recognizing lease assets and liabilities and disclosingkey information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018.51Table of ContentsIn accordance with ASU 2016-02, we plan to elect not to recognize lease assets and lease liabilities for leases with a term of twelve months or less. The ASUrequires a modified retrospective transition method, or a transition method option under ASU 2018-11, with the option to elect a package of practicalexpedients that permits the Company to: (a) not reassess whether expired or existing contracts contain leases, (b) not reassess lease classification for existingor expired leases and (c) not consider whether previously capitalized initial direct costs would be appropriate under the new standard. The Company willelect to apply the package of practical expedients.ASU 2018-11 provides another transition method option by allowing entities to apply the new leasing standard on the date of adoption and recognizing acumulative-effect transition adjustment to the opening balance of retained earnings in the period of adoption. The Company expects to implement thetransition method option in ASU 2018-11.The Company has evaluated the pronouncement and anticipates it will impact the presentation of our lease assets and liabilities and associated disclosuresby the recognition of lease assets and liabilities that are not included in the Consolidated Balance Sheets under existing accounting guidance. Based on ourevaluation, we expect to record a right of use asset of approximately $22 million and a lease liability of approximately $23 million upon adoption. Thestandard is not expected to have a material impact on the Company's results of operations or cash flows.Accounting Pronouncements Implemented During the Year Ended December 31, 2018In August 2018, the FASB issued ASU No. 2018-15, "Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Isa Service Contract". ASU 2018-15 aligns the capitalization of implementation costs incurred in a hosting arrangement that is a service contract consistentwith the capitalization of implementation costs incurred to develop internal-use software. The Company elected to early adopt ASU 2018-15 as of the fourthquarter of 2018 on a prospective basis and did not experience a material impact as a result.In August 2018, the FASB issued ASU No. 2018-14, "Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans", whichmodifies disclosure requirements for employers that sponsor defined benefit pension or other postretirement benefit plans. The Company elected to earlyadopt this ASU 2018-14 as of December 31, 2018 and did not experience a material impact as a result.In August 2018, the FASB issued ASU No. 2018-13, "Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement", whichmodifies disclosure requirements on fair value measurements by removing some disclosures around transfers within Level 1 and 2 assets, modifications todisclosures pertaining to investments that calculate net asset value and additional disclosures pertaining to Level 3 investments. The Company elected toearly adopt ASU 2018-13 as of December 31, 2018 and did not experience a material impact as a result.In July 2018, the FASB issued ASU No. 2018-09, "Codification Improvements", which clarified reporting of comprehensive income, extinguishment of debtwhen the fair value option is elected, accounting for freestanding derivatives, recognition of excess tax benefits for compensation expense, allocation of theconsolidated tax provision to an acquired entity post-acquisition, offsetting of derivatives and clarifications in measurement of fair value. In accordance withASU 2018-09, the Company adopted portions of the guidance immediately and other portions as of January 1, 2019. We were not materially impacted by theimplementation of this pronouncement.In August 2017, the FASB issued ASU No. 2017-12, "Targeted Improvements to Accounting for Hedging Activities", which simplifies hedge accounting tobetter align risk management activities and financial reporting for hedging relationships and clarifies the presentation of recognized gains and losses fromderivatives. The Company early adopted ASU 2017-12 as of the fourth quarter of 2018. We recognized gains in Accumulated Other Comprehensive Incometotaling $0.5 million and an asset of $0.5 million. We will recognize the gains and losses in Cost of Revenues as the derivatives settle. There was no materialimpact to the results from operations from the implementation of this pronouncement.In May 2017, the FASB issued ASU No. 2017-09, "Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting". ASU 2017-09provides clarity of accounting for modifications of share-based awards. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017. TheCompany did not experience a material impact on share-based compensation as a result of the implementation of this pronouncement.In March 2017, the FASB issued ASU No. 2017-07, "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic PensionCost and Net Periodic Postretirement Benefit Cost". ASU 2017-07 requires employers to report service costs in the same line item as compensation costsarising from services rendered by associated employees during the period. ASU 2017-07 is effective for fiscal years beginning after December 15, 2017. TheCompany reclassified $0.6 million of pension benefit from Cost of Revenues and Selling, General and Administrative Expenses to Other Income in 2017 and$0.5 million in 2016 to conform with current year presentation. The Company elected to use the practical expedient which allows use of the amounts52Table of Contentsdisclosed in the pension and other postretirement benefit plan footnote for the prior comparative periods as the estimation basis for applying the retrospectivepresentation.In January 2017, the FASB issued ASU No. 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business". ASU 2017-01 providesadditional guidance to clarify acquisition transactions and whether they should be accounted for as an acquisition of a business or assets. ASU 2017-01 iseffective for fiscal years beginning after December 15, 2017. The Company will only be impacted to the extent we execute a business combination in thefuture.In August 2016, the FASB issued ASU No. 2016-15 Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, whichclarified the classification of multiple issues related to the Statement of Cash Flows. The ASU specifically clarified, among other things, certain issuesimpacting the Company regarding the appropriate classification of insurance settlements to be consistent with the loss incurred and corporate owned lifeinsurance policy proceeds as investing activity. To the extent ASU 2016-15 applies to the Company, (for example clarification of the classification ofcorporate owned life insurance policy proceeds), our presentation is consistent with the ASU. We did not experience a material impact to the presentation ofthe Statement of Cash Flows as a result of this implementation.Revenue Recognition GuidanceIn May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” followed by a series of standards and clarifications, including:ASU No. 2016-08, "Principal Versus Agent Considerations (Reporting Revenue Gross versus Net)", ASU No. 2016-10, "Identifying Performance Obligationsand Licensing" and ASU No. 2016-12, "Narrow-Scope Improvements and Practical Expedients". These ASUs supersede the revenue recognition requirementsin Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification.Under previous and current guidance, we typically recognize revenue when products are shipped and control has transferred to the customer. We assessed thetiming of revenue recognition in light of the customized nature of some of our products and provisions of some of our customer contracts and generally didnot note an enforceable right to payment that would require us to recognize revenue prior to the product being shipped to the customer. We assessed certainpricing provisions contained in some of our customer contracts and determined they do not represent a material right to the customer. We evaluated how weaccount for customer owned tooling, engineering and design services, and pre-production costs and determined this accounting should not change under thenew guidance. Finally, we evaluated our standard warranties and determined they did not represent a material right to the customer. We did not record atransition adjustment as a result of the implementation and there was no impact on the year ending December 31, 2018. We adopted ASC 2014-09, Revenuefrom Contracts with Customers, with an effective date of January 1, 2018. As a result, the Company expanded its disclosure regarding our accounting policyfor revenue recognition and disaggregation of revenue as detailed in Note 3.Income Tax GuidanceIn March 2018, the FASB issued ASU No. 2018-05, "Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting BulletinNo. 118." ASU No. 2018-05 amends Topic 740 for income tax accounting implications resulting from the Tax Cuts and Jobs Act as discussed in SAB 118.ASU 2018-05, which was effective December 22, 2017, requires companies to recognize the impacts of U.S. Tax Reform in the period of enactment. SAB 118permitted companies to recognize provisional amounts when the necessary information was not available but required such estimates to be finalized withinthe measurement period which was one year from the enactment date of the U.S. Tax Reform. During the year ended December 31, 2017, we recorded $4.0million tax expense for the estimated impact of the one-time deemed repatriation of accumulated untaxed earnings of the Company’s foreign subsidiaries.After performing additional data gathering and analysis and interpreting subsequently issued guidance from the Internal Revenue Service (“IRS”), werecorded a $4.2 million tax benefit during the year ended December 31, 2018 which represented our final adjustment to the provisional $4.0 million taxexpense recorded during the year ended December 31, 2017. The $4.2 million tax benefit was primarily attributable to foreign tax credits generated as a resultof the one-time deemed repatriation of accumulated untaxed earnings of the Company’s foreign subsidiaries which had not been included in the abovediscussed provisional $4.0 million tax expense previously recorded due to the lack of guidance on, and uncertainty surrounding, how to implement therelevant provisions of the U.S. Tax Reform.3. Revenue RecognitionContractual ArrangementsRevenue is measured based on terms and considerations specified in contracts with customers. We have long-term contracts with some customers that governoverall terms and conditions accompanied by individual purchase orders that define specific order quantities and/or price. We have many customers thatoperate under terms outlined in purchase orders without a long-term contract. We generally do not have customer contracts with minimum order quantityrequirements.53Table of ContentsAmount and Timing of Revenue RecognitionThe transaction price is based on the consideration to which the Company will be entitled in exchange for transferring control of a product to the customer.This is defined in a purchase order or in a separate pricing arrangement and represents the stand-alone selling price. Our payment terms vary by the type andlocation of our customer and the products offered. None of the Company's contracts as of December 31, 2018, contained a significant financing component.We typically do not have multiple performance obligations requiring us to allocate a transaction price.We recognize revenue at the point in time when we satisfy a performance obligation by transferring control of a product to a customer, usually at a designatedshipping point and in accordance with customer specifications. We make estimates for potential customer returns or adjustments based on historicalexperience, which reduce revenues.Other MattersShipping and handling costs billed to customers are recorded in revenues and costs associated with outbound freight are generally accounted for as afulfillment cost and are included in cost of revenues. We generally do not provide for extended warranties or material customer incentives. Our customerstypically do not have a general right of return for our products.We had outstanding customer accounts receivable, net of allowances totaling $134.6 million as of December 31, 2018 and $108.6 million as of December 31,2017. We generally do not have other assets or liabilities associated with customer contracts. In general, we do not make significant judgments or havevariable consideration that impact our recognition of revenue.Our products include electrical wire harness and panel assemblies; trim systems and components ("Trim"); cab structures and sleeper boxes; mirrors, wipersand controls; and seats and seating systems ("Seats"). We sell these products into multiple geographic regions including North America, Europe and Asia-Pacific and to multiple customer end markets including medium- and heavy-duty Truck OEMs, Bus OEMs, Construction OEMs, the aftermarket and othermarkets. The nature, timing and uncertainty of our recognition of revenue and associated cash flows across the varying product lines, geographic regions andcustomer end markets are substantially consistent. Refer to Note 10 for revenue disclosures by reportable segments.4.Fair Value MeasurementAt December 31, 2018, our financial instruments consisted of cash, accounts receivable, accounts payable, accrued liabilities and our revolving creditfacility. The carrying value of these instruments approximates fair value as a result of the short duration of such instruments or due to the variability of theinterest cost associated with such instruments.Foreign Currency Forward Exchange Contracts. Our derivative assets and liabilities represent foreign exchange contracts that are measured at fair valueusing observable market inputs such as forward rates, interest rates, our own credit risk and counterparty credit risk. Based on the utilization of these inputs,the derivative assets and liabilities are classified as Level 2.To manage our risk for Mexican Pesos, we have entered into a forward exchange contract that has been designated as a cash flow hedge instrument, which isrecorded in the Consolidated Balance Sheets at fair value. The gains and losses as a result of the changes in fair value of the hedge contract is deferred inaccumulated other comprehensive loss and recognized as an adjustment to Cost of Revenues in the period the related hedge contract is recognized.Interest Rate Swap Agreement. To manage its exposure to variable interest rates in a cost-efficient manner, the Company enters into interest rate swaps inwhich the Company agrees to exchange, at specified intervals, the difference between fixed and variable interest amounts calculated by reference to anagreed-upon notional principal amount. These swaps are designed to mitigate changes in the interest rate of a portion of the outstanding borrowings. TheCompany entered into a series of interest rate swaps to initially cover $80 million of its outstanding debt under the senior secured term loan facility. TheCompany expects these derivatives to remain effective during the remaining term of the swaps and will record the impact in interest expense in theConsolidated Statements of Operations.The fair values of our derivative instruments measured on a recurring basis as of December 31 and are categorized as follows:54Table of Contents 2018 2017 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3Derivative assetsForeign exchangecontract 1$496 $— $496 $— $20 $— $20 $—Interest rate swapagreement 2$1,131 $— $1,131 $— $515 $— $515 $—Derivative liabilitiesForeign exchangecontract 3$— $— $— $— $627 $— $627 $—Interest rate swapagreement 4$— $— $— $— $246 $— $246 $—Derivative equityForeign exchangecontract 5$496 $— $496 $— $— $— $— $— 1 Presented in the Consolidated Balance Sheets in other current assets and based on observable market transactions of spot and forward rates.2 Presented in Consolidated Balance Sheets in other assets and based on observable market transactions of forward rates.3 Presented in the Consolidated Balance Sheets in accrued liabilities and other, and based on observable market transactions of spot and forward rates.4 Presented in Consolidated Balance Sheets in accrued liabilities and other, and based on observable market transactions of forward rates.5 Presented in Consolidated Balance Sheets in accumulated other comprehensive loss and based on observable market transactions of forward rates.The following table summarizes the notional amount of our open foreign exchange contracts at December 31: 2018 2017 U.S. $Equivalent U.S. $EquivalentFair Value U.S. $Equivalent U.S. $EquivalentFair ValueCommitments to buy or sell currencies$22,371 $22,867 $17,491 $16,838We consider the impact of our credit risk on the fair value of the contracts, as well as the ability to execute obligations under the contract.The following table summarizes the effect of derivative instruments on the Consolidated Statements of Operations for derivatives not designated as hedginginstruments at December 31: 2018 2017 Location of GainRecognized in Income onDerivatives Amount of GainRecognized in Income onDerivativesForeign exchange contractsCost of Revenues $607 $457Interest rate swap agreementInterest and Other Expense $785 $269Long-term Debt. The fair value of long-term debt obligations is based on a fair value model utilizing observable inputs. Based on the use of these inputs, ourlong-term debt is classified as Level 2. The carrying amounts and fair values of our long-term debt at December 31 are as follows: 2018 2017 CarryingAmount Fair Value CarryingAmount Fair ValueTerm loan and security agreement 1$163,758 $161,759 $166,949 $169,9721 Presented in the Consolidated Balance Sheets as the current portion of long-term debt (net of current prepaid debt financing costs of $0.6 million andcurrent original issue discount of $0.6 million) of $9.1 million and long-term debt (net of long-term prepaid debt financing costs of $1.7 million andlong-term original issue discount of $1.8 million) of $154.7 million.Long-lived Assets. There are no fair value measurements of our long-lived assets and definite-lived intangible assets measured on a non-recurring basis as ofDecember 31, 2018 and December 31, 2017.5.Inventories55Table of ContentsInventories consisted of the following as of December 31: 2018 2017Raw materials$66,965 $73,026Work in process12,333 10,136Finished goods13,061 15,853 $92,359 $99,0156.Accrued and Other LiabilitiesAccrued and other liabilities consisted of the following as of December 31: 2018 2017Compensation and benefits$12,893 $12,904Taxes payable5,275 3,564Warranty costs3,911 3,490Insurance2,485 2,432Legal and professional fees1,710 1,588Accrued freight1,559 1,544Deferred tooling revenue1,466 806Accrued services1,106 1,207Other6,564 6,409$36,969 $33,944 7. DebtDebt consisted of the following at December 31: 2018 2017Term loan and security agreement 1$163,758$166,9491 Presented in the Consolidated Balance Sheets as the current portion of long-term debt (net of current prepaid debt financing costs of $0.6 millionand current original issue discount of $0.6 million) of $9.1 million and long-term debt (net of long-term prepaid debt financing costs of $1.7 millionand long-term original issue discount of $1.8 million) of $154.7 million.Term Loan and Security AgreementOn April 12, 2017, the Company entered into a $175.0 million senior secured term loan credit facility (the “Term Loan Facility”), maturing on April 12,2023, pursuant to a term loan and security agreement (the “TLS Agreement”) with the Company and certain subsidiaries of the Company party thereto asguarantors, Bank of America, N.A., as administrative agent, and other lender parties thereto. Concurrent with the closing of the TLS Agreement, the proceedsof the Term Loan Facility were used, together with cash on hand in the amount of $74.0 million, to (a) fund the redemption, satisfaction and discharge of allof the Company’s outstanding 7.875% notes along with accrued interest; and (b) pay related transaction costs, fees and expenses. In conjunction with theredemption of the 7.875% notes, the Company recognized a non-cash charge of $1.6 million in the second quarter of 2017 to write-off deferred financing feesand a charge for interest of $1.5 million paid to bondholders during the 30-day notification period associated with the redemption of the 7.875% notes.The interest on the Term Loan Facility is variable and is comprised of 1) an Applicable Margin of either (i) 5.00% for Base Rate Loans or (ii) 6.00% forLIBOR loans, and 2) LIBOR as quoted two business days prior to the commencement of an interest period provided that LIBOR at no time falls below 1.00%.There was $0.1 million in accrued interest as of December 31, 2018. The unamortized deferred financing fees of $2.3 million and original issue discount of$2.4 million are netted against the aggregate book value of the outstanding debt to arrive at a balance of $163.8 million as of December 31, 2018 and arebeing amortized over the remaining life of the agreement. The weighted average interest rate was 8.09% as of December 31, 2018.The Term Loan Facility is a senior secured obligation of the Company. Our obligations under the TLS Agreement are guaranteed by the Company and certainsubsidiaries of the Company. The obligations of the Company and the guarantors under the TLS Agreement are secured (subject to certain permitted liens) bya first-priority lien on substantially all of the non-current assets (and56Table of Contentsa second priority lien on substantially all of the current assets) of the Company and the guarantors, including a first priority pledge of certain capital stock ofthe domestic and foreign subsidiaries directly owned by the Company and the guarantors. The liens, the security interests and all of the obligations of theCompany and the guarantors and all provisions regarding remedies in an event of default are subject to an intercreditor agreement among the Company, theguarantors, the agent for the lenders party to the Company’s revolving credit facility and the collateral agent under the TLS Agreement.Terms, Covenants and Compliance StatusThe TLS Agreement contains customary restrictive covenants, including limitations on our ability and the ability of our subsidiaries to: incur additionaldebt; pay dividends or other restricted payments; make investments; engage in transactions with affiliates; create liens on assets; and consolidate, merge ortransfer all or substantially all of our assets and the assets of our subsidiaries. In addition, the TLS Agreement contains a financial maintenance covenantrequiring the Company to maintain a total leverage ratio as of the last day of any fiscal quarter not to exceed the ratios set forth in the applicable table withinthe TLS Agreement. The TLS Agreement also contains customary reporting and other affirmative covenants. We were in compliance with the covenants asof December 31, 2018.The TLS Agreement requires the Company to repay principal of approximately $1.1 million on the last day of each quarter commencing with the quarterending September 30, 2017 with the remaining outstanding principal due at maturity on April 12, 2023.Voluntary prepayments of amounts outstanding under the TLS Agreement are permitted at any time, without premium or penalty.In addition, to the extentapplicable, customary LIBOR breakage charges may be payable in connection with any prepayment.The TLS Agreement requires the Company to make mandatory prepayments with excess cash flow, the proceeds of certain asset dispositions and upon thereceipt of insurance or condemnation proceeds, and in the case of an asset disposition or insurance or condemnation event, to the extent the Company doesnot reinvest the proceeds within the periods set forth in the TLS Agreement.The TLS Agreement includes customary events of default (subject in certain cases to customary grace and cure periods) which include, among others:• nonpayment of obligations when due;• breach of covenants or other agreements in the TLS Agreement; and• defaults in payment of certain other indebtedness.Revolving Credit FacilityOn April 12, 2017, Commercial Vehicle Group Inc. and certain subsidiaries, collectively the "borrowers", entered into the Third Amended and Restated Loanand Security Agreement ("Third ARLS Agreement") increasing its senior secured revolving credit facility to $65 million from $40 million and setting thematurity date to April 12, 2022. Up to an aggregate of $10.0 million is available to the borrowers for the issuance of letters of credit, which reducesavailability under the Third ARLS Agreement.The Third ARLS Agreement included amendments to certain definitions and covenants including, but not limited to, amendments to (i) permitted debt, (ii)permitted distributions, (iii) distribution of assets, and (iv) the calculation of EBITDA. The Third ARLS Agreement contains a fixed charge coverage ratiomaintenance covenant of 1.00:1.00 and amended the availability threshold for triggering compliance with the fixed charge coverage ratio.The borrowers’ obligations under the revolving credit facility are secured (subject to certain permitted liens) by a first-priority lien on substantially all of thecurrent assets (and a second priority lien on substantially all of the non-current assets) of the borrowers. Each of the Company and each other borrower isjointly and severally liable for the obligations under the revolving credit facility and unconditionally guarantees the prompt payment and performancethereof. The liens, the security interests and all of the obligations of the Company and each other borrower and all provisions regarding remedies in an eventof default are subject to an intercreditor agreement among the Company, certain of its subsidiaries, the agent under the Third ARLS Agreement and thecollateral agent for the lenders party to the Company’s term loan credit facility.The applicable margin is based on average daily availability under the revolving credit facility as follows:57Table of ContentsLevel Average DailyAvailability Domestic BaseRate Loans LIBORRevolver LoansIII ≥ to $24,000,000 0.50% 1.50%II > $12,000,000 but < $24,000,000 0.75% 1.75%I ≤ to $12,000,000 1.00% 2.00%The applicable margin is subject to increase or decrease by the agent on the first day of the calendar month following each fiscal quarter end. If the agent isunable to calculate average daily availability for a fiscal quarter due to the borrowers' failure to deliver a borrowing base certificate when required, theapplicable margin will be set at Level I until the first day of the calendar month following receipt of a borrowing base certificate. As of December 31, 2018,the applicable margin was set at Level III.The unamortized deferred financing fees associated with our revolving credit facility of $0.7 million and $0.9 million as of December 31, 2018 andDecember 31, 2017, respectively, are being amortized over the remaining life of the agreement. As of December 31, 2018 and December 31, 2017, we did nothave borrowings under the revolving credit facility and had outstanding letters of credit of $1.7 million and $2.1 million, respectively. We had borrowingavailability of $63.3 million at December 31, 2018.The Company pays a commitment fee to the lenders equal to 0.25% per annum of the unused amounts under the revolving credit facility.Terms, Covenants and Compliance StatusThe Third ARLS Agreement requires the maintenance of a minimum fixed charge coverage ratio. The borrowers are not required to comply with the fixedcharge coverage ratio requirement for so long as the borrowers maintain borrowing availability under the revolving credit facility at the greater of (i)$5,000,000 or (ii) ten percent (10%) of the revolving commitments. If borrowing availability falls below this threshold at any time, the borrowers would berequired to comply with the fixed charge coverage ratio of 1.00:1.00 as of the end of each relevant fiscal quarter and would be required to continue to complywith these requirements until the borrowers have borrowing availability in excess of this threshold for 60 consecutive days. Since the Company hadborrowing availability in excess of this threshold from December 31, 2017 through December 31, 2018, the Company was not required to comply with theminimum fixed charge coverage ratio covenant during the year ended December 31, 2018.The Third ARLS Agreement contains customary restrictive covenants, including limitations on our ability and the ability of our subsidiaries to: incuradditional debt; pay dividends or other restricted payments; make investments; engage in transactions with affiliates; create liens on assets; and consolidate,merge or transfer all or substantially all of our assets and the assets of our subsidiaries. The Third ARLS Agreement also contains customary reporting andother affirmative covenants. The Company was in compliance with these covenants as of December 31, 2018.Voluntary prepayments of amounts outstanding under the revolving credit facility are permitted at any time, without premium or penalty, other than (to theextent applicable) customary LIBOR breakage charges.The Third ARLS Agreement requires the borrowers to make mandatory prepayments upon the receipt of insurance or condemnation proceeds in respect of therevolving credit facility’s priority collateral.The Third ARLS Agreement includes customary events of default (subject in certain cases to customary grace and cure periods) which include, among others:•nonpayment of obligations when due;•breach of covenants or other agreements in the Third ARLS Agreement;•a change of control; and•defaults in payment of certain other indebtedness, including the term loan credit facility.8. Goodwill and Intangible AssetsOur intangible assets as of December 31 were comprised of the following:58Table of Contents December 31, 2018 Weighted-AverageAmortizationPeriod GrossCarryingAmount AccumulatedAmortization NetCarryingAmountDefinite-lived intangible assets: Trademarks/Tradenames23 years $8,346 $(3,888) $4,458Customer relationships15 years 14,022 (5,680) 8,342 $22,368 $(9,568) $12,800 December 31, 2017 Weighted-AverageAmortizationPeriod GrossCarryingAmount AccumulatedAmortization NetCarryingAmountDefinite-lived intangible assets: Trademarks/Tradenames23 years $8,472 $(3,585) $4,887Customer relationships15 years 14,609 (4,948) 9,661 $23,081 $(8,533) $14,548The aggregate intangible asset amortization expense was $1.3 million for each of the fiscal years ended December 31, 2018, 2017 and 2016. Intangible assetsaccumulated amortization was positively impacted by foreign currency translation of $0.3 million for the year ended December 31, 2018. The estimatedintangible asset amortization expense for each of the five succeeding fiscal years ending after December 31, 2018 is $1.3 million per year through December31, 2019 and $1.2 million in 2020 through 2023.The changes in the carrying amounts of goodwill for the years ended December 31 are as follows: 2018 2017Balance - Beginning of the year$8,045 $7,703Currency translation adjustment(469) 342Balance - End of the year$7,576 $8,0459.Income TaxesPre-tax income (loss) consisted of the following for the years ended December 31: 2018 2017 2016Domestic$27,024 $(2,093) $(13,928)Foreign26,484 15,738 20,762Total$53,508 $13,645 $6,834A reconciliation of income taxes computed at the statutory rates to the reported income tax provision for the years ended December 31 follows:59Table of Contents 2018 2017 2016Federal provision at statutory rate$11,237 $4,776 $2,392U.S./Foreign tax rate differential731 (919) (1,842)Foreign non-deductible expenses(1,759) (2,006) 743Foreign tax provision1,253 615 336State taxes, net of federal benefit733 73 (171)State tax rate change, net of federal benefit(32) (264) 541Change in uncertain tax positions45 81 114Change in valuation allowance597 2,475 (1,858)Tax credits(2,076) (152) (104)Share-based compensation(50) (657) (108)Change in U.S. corporate tax rate— 7,214 —Repatriation of foreign earnings(3,670) 3,964 —GILTI, net of related foreign tax credit1,194 — —Other793 150 6Provision for income taxes$8,996 $15,350 $49The provision (benefit) for income taxes for the years ended December 31 follows: 2018 2017 2016 Current Deferred Total Current Deferred Total Current Deferred TotalFederal$(3,432) $5,243 $1,811 $2,954 $7,716 $10,670 $(4) $(1,801) $(1,805)State and local123 179 302 362 (371) (9) (27) 1,021 994Foreign6,365 518 6,883 4,042 647 4,689 2,605 (1,745) 860Total$3,056 $5,940 $8,996 $7,358 $7,992 $15,350 $2,574 $(2,525) $49A summary of deferred income tax assets and liabilities as of December 31 follows:60Table of Contents 2018 2017Noncurrent deferred tax assets: Amortization and fixed assets$1,899 $1,835Accounts receivable166 396Inventories2,226 2,254Pension obligations2,375 2,903Warranty obligations827 973Accrued benefits382 787Foreign exchange contracts(367) 89Restricted stock106 73Tax credits carryforwards3,784 1,611Net operating loss carryforwards16,801 24,784Other temporary differences not currently available for tax purposes1,814 (411)Total noncurrent deferred tax assets$30,013 $35,294Valuation allowance(14,665) (15,021)Net noncurrent deferred tax assets$15,348 $20,273Noncurrent deferred tax liabilities: Amortization and fixed assets$(2,960) $(100)Net operating loss carryforwards2,272 —Other temporary differences not currently available for tax purposes(106) 60Total noncurrent tax liabilities(794) (40)Total net deferred tax asset$14,554 $20,233Our overall deferred tax position was a net deferred tax asset of $14.6 million.During the year ended December 31, 2017, the Company recorded $11.2 million in non-recurring tax expense for the estimated impact of the U.S. TaxReform. The $11.2 million tax provision consisted of $7.2 million tax expense associated with the decrease in the value of the Company’s deferred tax assetsresulting from the reduced 21% U.S. corporate income tax rate and $4.0 million tax expense estimated for the deemed repatriation of accumulated untaxedearnings of the Company’s foreign subsidiaries. Pursuant to SAB 118, the Company was granted a one year period from the December 22, 2017 enactmentdate of the U.S. Tax Reform to finalize its assessment of provisional estimates related to the U.S. Tax Reform. After performing additional data gathering andanalysis and interpreting subsequently issued guidance from the IRS, the Company finalized its assessment and recorded a $4.2 million tax benefit during theyear ended December 31, 2018 which represented the Company's final adjustment to the provisional $4.0 million tax expense recorded during the year endedDecember 31, 2017 for the impact of the one-time deemed repatriation of accumulated untaxed earnings of the Company’s foreign subsidiaries.We assess whether valuation allowances should be established against deferred tax assets based on consideration of all available evidence using a “morelikely than not” standard. This assessment considers, among other matters, the nature, frequency and severity of recent losses, forecasts of future profitability,the duration of statutory carryforward periods, our experience with unused tax attributes expiring and tax planning alternatives. In making such judgments,significant weight is given to evidence that can be objectively verified.During 2018, we recorded additional valuation allowance of $0.9 million on the deferred tax assets of our Luxembourg subsidiaries and released $1.2 millionin valuation allowances related to the deferred tax assets of our United Kingdom subsidiary and certain U.S. state tax net operating loss carryforwards. Weexpect to be able to realize the benefits of all of our deferred tax assets that are not currently offset by a valuation allowance, as discussed above. In the eventthat our actual results differ from our estimates or we adjust these estimates in future periods, the effects of these adjustments could materially impact ourfinancial position and results of operations.As of December 31, 2018, the Company had net operating loss carryforwards of $130.1 million, of which $71.0 million related to foreign jurisdictions and$59.1 million related to U.S. state jurisdictions. The carryforward periods for these net operating losses range from five years to indefinite. Utilization of theselosses is subject to the tax laws of the applicable tax jurisdiction and may be limited by the ability of certain subsidiaries to generate taxable income in theassociated tax jurisdiction. We have established valuation allowances for all net operating losses that we believe are more likely than not to expire beforethey can be utilized.61Table of ContentsAs of December 31, 2018, we had $1.6 million of U.S. foreign tax credits carried forward primarily attributable to the deemed repatriation of the accumulateduntaxed earnings of our foreign subsidiaries resulting from the U.S. Tax Reform. Utilization of these credits may be limited if the Company does not continueto generate U.S. federal taxable income in future years; the credits begin to expire in 2027.As of December 31, 2018, we had $1.8 million of research and development tax credits being carried forward related to our U.S. operations. Utilization ofthese credits may be limited if the Company does not continue to generate U.S. federal taxable income in future years; the credits will expire between 2026and 2038.As of December 31, 2018, cash of $48.7 million was held by foreign subsidiaries. Historically, the Company has asserted that it would indefinitely reinvestthe undistributed earnings of the Company's foreign subsidiaries to the extent a distribution thereof would result in income tax expense. The Company hasnow developed a plan to repatriate a portion of this cash to the U.S. to fund other initiatives. Specifically, the Company plans to repatriate approximately$16.0 million from its Chinese and Luxembourg subsidiaries which resulted in a $0.5 million deferred tax liability being recording during the year endedDecember 31, 2018 for the expected future income tax implications.We file federal income tax returns in the U.S. and income tax returns in various states and foreign jurisdictions. In the U.S., we are generally no longer subjectto tax assessment for tax years prior to 2014. In our major non-U.S. jurisdictions including China, Czech Republic, Mexico and the United Kingdom, taxyears are typically subject to examination for three to five years.As of December 31, 2018, and 2017, we provided a liability of $0.5 million and $0.5 million, respectively, for unrecognized tax benefits related to U.S.federal and state, and foreign jurisdictions. These unrecognized tax benefits are netted against their related noncurrent deferred tax assets.We accrue interest and penalties related to unrecognized tax benefits through income tax expense. We had $0.3 million and $0.3 million accrued for thepayment of interest and penalties as of December 31, 2018 and December 31, 2017, respectively. Accrued interest and penalties are included in the $0.5million of unrecognized tax benefits.A reconciliation of the beginning and ending amount of unrecognized tax benefits (including interest and penalties) at December 31 follows: 2018 2017 2016Balance - Beginning of the year$485 $628 $489Gross increase - tax positions in prior periods63 68 40Gross decreases - tax positions in prior periods(14) (38) —Gross increases - current period tax positions24 29 103Lapse of statute of limitations(12) (221) (4)Currency translation adjustment(16) 19 —Balance - End of the year$530 $485 $62862Table of Contents10.Segment Reporting and Geographic LocationsIn the quarter ended December 31, 2018, we completed a strategic reorganization of our operations into two business segments, Electrical Systems and GlobalSeating. As a result of the strategic reorganization, we restated prior period segment information to conform to the current period segment presentation.Operating segments are defined as components of an enterprise that are evaluated regularly by the Company’s CODM, which is our President and ChiefExecutive Officer. Prior period segment information has been restated to conform to the current period segment presentation. Each of these segments consistsof a number of manufacturing facilities. Certain of our facilities manufacture and sell products through both of our segments. Each manufacturing facility thatsells products through both segments is reflected in the financial results of the segment that has the greatest amount of sales from that manufacturing facility.Our segments are more specifically described below.The Electrical Systems Segment manufactures and sells the following products: •Wire harness assemblies primarily for construction, agricultural, industrial, automotive, truck, mining and military industries in North America,Europe and Asia-Pacific;•Trim primarily for the North America MD/HD Truck market;•Mirrors, wipers and controls primarily for the truck, bus, agriculture, construction, rail and military markets in North America and Europe;•Cab structures for the North American MD/HD Truck market; and•Aftermarket components in North America.The Global Seating Segment manufactures and sells Seats as follows: •Seats primarily to the MD/HD Truck, construction, agriculture and mining markets in North America, Asia-Pacific and Europe;•Office seating in Europe and Asia-Pacific; and•Aftermarket seats and components in North America, Europe and Asia-Pacific.Corporate expenses consist of certain overhead and shared costs that are not directly attributable to the operations of a segment. For purposes of businesssegment performance measurement, some of these costs that are for the benefit of the operations are allocated based on a combination of methodologies. Thecosts that are not allocated to a segment are considered stewardship costs and remain at corporate in our segment reporting.The following table presents segment revenues, gross profit, amortization expense, selling, general and administrative expenses, operating income, capitalexpenditures and depreciation expense for the year ended December 31, 2018. For the year ended December 31, 2018 Electrical Systems Global Seating Corporate/Other TotalRevenues External revenues$503,717 $394,020 $— $897,737Intersegment revenues9,037 3,481 (12,518) —Total revenues$512,754 $397,501 $(12,518) $897,737Gross profit$75,184 $54,231 $(563) $128,852Selling, general & administrative expenses 15,390 22,433 22,856 60,679Amortization Expense747 553 — 1,300Operating income$59,047 $31,245 $(23,419) $66,873 Capital Expenditures and Depreciation Expense: Capital expenditures$8,831 $3,579 $2,140 $14,550Depreciation Expense$6,919 $4,604 $2,595 $14,11863Table of ContentsThe following table presents segment revenues, gross profit, amortization expense, selling, general and administrative expenses, operating income, capitalexpenditures, depreciation expense and other items for the year ended December 31, 2017. The table does not include assets as the CODM does not reviewassets by segment. For the year ended December 31, 2017 Electrical Systems Global Seating Corporate/Other TotalRevenues External revenues$427,476 $327,755 $— $755,231Intersegment revenues6,922 1,761 (8,683) —Total revenues$434,398 $329,516 $(8,683) $755,231Gross profit$52,011 $40,722 $(1,015) $91,718Selling, general & administrative expenses 15,757 21,585 22,205 59,547Amortization Expense746 574 — 1,320Operating income$35,508 $18,563 $(23,220) $30,851 Capital Expenditures and Depreciation Expense: Capital expenditures$6,744$4,870$1,953$13,567Depreciation Expense$7,381 $3,910 $2,733 $14,024Other Items 1$1,835 $88 $2,377 $4,3001 Other items include costs associated with restructuring activities, including employee severance and retention costs, lease cancellation costs,building repairs, costs to transfer equipment, and litigation settlement costs associated with a consulting contract.The following table presents segment revenues, gross profit, amortization expense, selling, general and administrative expenses, operating income, capitalexpenditures, depreciation expense and other items as of and for the year ended December 31, 2016. The table does not include assets as the CODM does notreview assets by segment. For the year ended December 31, 2016 Electrical Systems Global Seating Corporate/Other TotalRevenues External revenues$371,537 $290,575 $— $662,112Intersegment revenues4,524 338 (4,862) —Total revenues$376,061 $290,913 $(4,862) $662,112Gross profit$54,611 $33,090 $(998) $86,703Selling, general & administrative expenses 17,443 22,697 20,342 60,482Amortization Expense746 559 — 1,305Operating income$36,422 $9,834 $(21,340) $24,916 Capital Expenditures and Depreciation Expense: Capital expenditures$5,940 $5,053 $924 $11,917Depreciation Expense$7,747 $5,074 $2,325 $15,146Other Items 1$2,505 $930 $688 $4,1231 Other items include costs associated with restructuring activities, including employee severance and retention costs, lease cancellation costs,building repairs, costs to transfer equipment, and the write down of an asset held for sale.The following table presents revenues and long-lived assets for the geographic areas in which we operate:64Table of Contents Years Ended December 31, 2018 2017 2016 Revenues Long-livedAssets Revenues Long-livedAssets Revenues Long-livedAssetsUnited States$670,075 $50,872 $560,412 $50,207 $496,473 $54,334All other countries227,662 14,227 194,819 14,423 165,639 11,707 $897,737 $65,099 $755,231 $64,630 $662,112 $66,041Revenues are attributed to geographic locations based on the geography from which the legal entity operates.The following is the composition, by product category, of our revenues: Years Ended December 31, 2018 2017 2016 Revenues % Revenues % Revenues %Seats and seating systems$369,337 41% $314,717 42% $280,575 42%Electrical wire harnesses and panel assemblies196,411 22 189,154 25 149,417 23Trim systems and components195,427 22 150,228 20 132,623 20Cab structures and sleeper boxes76,380 9 56,417 7 57,605 9Mirrors, wipers and controls60,182 6 44,715 6 41,892 6 $897,737 100 $755,231 100 $662,112 10011.Commitments and ContingenciesLeases - We lease office, warehouse and manufacturing space, and certain equipment under non-cancelable lease agreements that require us to paymaintenance, insurance, taxes and other expenses in addition to annual rentals. Lease expense under these arrangements was $13.2 million, $12.0 million and$10.6 million in 2018, 2017 and 2016, respectively. Capital lease agreements are immaterial. Anticipated future lease costs, which are based in part oncertain assumptions to approximate minimum annual rental commitments under non-cancelable leases at December 31, 2018, are as follows:Year Ending December 31, 2019 $7,5582020 $6,4922021 $5,9602022 $5,2862023 $1,676 Thereafter $2,501Guarantees - Costs associated with guarantees are accrued when it is probable that a liability has been incurred and the amount can be reasonably estimated.The most likely cost to be incurred is accrued based on an evaluation of available facts; where no amount within a range of estimates is more likely, theminimum is accrued. As of December 31, 2018 and 2017, we had no such guarantees.Litigation - We are subject to various legal proceedings and claims arising in the ordinary course of business, including but not limited to workers'compensation claims, OSHA investigations, employment disputes, unfair labor practice charges, customer and supplier disputes, service provider disputes,product liability claims, intellectual property disputes, and environmental claims arising out of the conduct of our businesses and examinations by theInternal Revenue Service.Management believes that the Company maintains adequate insurance and that we have established reserves for issues that are probable and estimable inamounts that are adequate to cover reasonable adverse judgments not covered by insurance. Based upon the information available to management anddiscussions with legal counsel, it is the opinion of management that the ultimate outcome of the various legal actions and claims that are incidental to ourbusiness are not expected to have a material adverse impact on the consolidated financial position, results of operations, equity or cash flows; however, suchmatters are subject to many uncertainties and the outcomes of individual matters are not predictable with any degree of assurance.Warranty - We are subject to warranty claims for products that fail to perform as expected due to design or manufacturing deficiencies. Depending on theterms under which we supply products to our customers, a customer may hold us responsible for65Table of Contentssome or all of the repair or replacement costs of defective products when the product supplied did not perform as represented. Our policy is to recordprovisions for estimated future customer warranty costs based on historical trends and for specific claims. These amounts, as they relate to the years endedDecember 31, 2018 and 2017 are included within accrued liabilities and other in the accompanying Consolidated Balance Sheets. The following presents asummary of the warranty provision for the years ended December 31: 2018 2017Balance - Beginning of the year$3,490 $5,552Provision for new warranty claims2,435 3,461Change in provision for preexisting warranty claims932 (1,065)Deduction for payments made(2,803) (4,579)Currency translation adjustment(143) 121Balance - End of year$3,911 $3,490Debt Payments - As disclosed in Note 7, the TLS Agreement requires the Company to repay a fixed amount of principal on a quarterly basis, make mandatoryprepayments of excess cash flows and make voluntary prepayments that coincide with certain events.The following table provides future minimum principal payments and mandatory prepayment of excess cash flows due on long-term debt for thenext five years. The amount shown for 2019 includes a mandatory prepayment of $5.9 million pursuant to the excess free cash flow sweep provision of theTLS agreement. The existing long-term debt agreements mature in 2023; no payments are due thereafter:Year Ending December 31,2019 $10,2522020 $4,3752021 $4,3752022 $4,3752023 $145,061Thereafter $—12.Stockholders’ EquityCommon Stock - Our authorized capital stock includes common stock of 60,000,000 shares with a par value of $0.01 per share, with 30,512,843 and30,219,278 shares outstanding as of December 31, 2018 and 2017, respectively.Preferred Stock - Our authorized capital stock includes preferred stock of 5,000,000 shares with a par value of $0.01 per share, with no shares outstanding asof December 31, 2018 and 2017.Earnings (Loss) Per Share - Basic earnings (loss) per share is determined by dividing net income by the weighted average number of common sharesoutstanding during the year. Diluted earnings (loss) per share presented is determined by dividing net income by the weighted average number of commonshares and potential common shares outstanding during the period as determined by the Treasury Stock Method. Potential common shares are included in thediluted earnings per share calculation when dilutive.Diluted earnings (loss) per share for years ended December 31, 2018, 2017 and 2016 includes the effects of potential common shares when dilutive and is asfollows: 2018 2017 2016Net income (loss) attributable to common stockholders$44,512 $(1,705) $6,785Weighted average number of common shares outstanding30,277 29,942 29,530Dilutive effect of restricted stock grants after application of the treasury stock method310 — 348 Dilutive shares outstanding30,587 29,942 29,878Basic earnings (loss) per share attributable to common stockholders$1.47 $(0.06) $0.23Diluted earnings (loss) per share attributable to common stockholders$1.46 $(0.06) $0.2366Table of ContentsFor the years ended December 31, 2018 and 2017, diluted earnings (loss) per share excludes 55 thousand shares and 787 thousand shares, respectively, ofnonvested restricted stock as the effect would have been anti-dilutive.Dividends — We have not declared or paid any cash dividends in the past. The terms of the Third ARLS Agreement and the Term Loan Facility restrict thepayment or distribution of our cash or other assets, including cash dividend payments.13.Performance AwardsAwards, defined as cash, shares or other awards, may be granted to employees under the Commercial Vehicle Group, Inc. 2014 Equity Incentive Plan (the“2014 EIP”). The cash award is earned and payable based upon the Company’s relative total shareholder return in terms of ranking as compared to the peergroup over a three-year period (the “Performance Period”). Total shareholder return is determined by the percentage change in value (positive or negative)over the applicable measurement period as measured by dividing (A) the sum of the cumulative value of dividends and other distributions paid on theCommon Stock for the applicable measurement period and the difference (positive or negative) between each such company’s starting stock price and endingstock price, by (B) the starting stock price. The award is payable at the end of the Performance Period in cash if the employee is employed through the end ofthe Performance Period. If the employee is not employed during the entire Performance Period, the award is forfeited. These grants are accounted for as cashsettlement awards for which the fair value of the award fluctuates based on the change in total shareholder return in relation to the peer group.The following table summarizes performance awards granted in the form of cash awards under the 2014 EIP in November 2018, 2017, and 2016:Grant Date Grant Amount Adjustments Forfeitures Payments Adjusted AwardValue at December31, 2018 Vesting Schedule RemainingPeriods (inMonths) toVestingNovember 2015 $1,487 — $(197) $(1,290) $— November 2018 0November 2016 1,434 (27) (37) $— 1,370 November 2019 10November 2017 1,584 (66) — — 1,518 November 2020 22November 2018 1,590 (103) — — 1,487 November 2021 34 $6,095 $(196) $(234) $(1,290) $4,375 Unrecognized compensation expense was $2.6 million and $2.0 million as of December 31, 2018 and 2017, respectively.14.Share-Based CompensationThe compensation expense for our share-based compensation arrangements (see Restricted Stock Awards below) was $3.1 million, $2.5 million and $2.6million for the years ended December 31, 2018, 2017 and 2016, respectively. Share-based compensation expense is included in selling, general andadministrative expenses in the Consolidated Statements of Operations.Restricted Stock Awards - Restricted stock is a grant of shares of common stock that may not be sold, encumbered or disposed of and that may be forfeited inthe event of certain terminations of employment or in the case of the board of directors, a separation for cause, prior to the end of a restricted period set by thecompensation committee of the board of directors. A participant granted restricted stock generally has all of the rights of a stockholder, unless thecompensation committee determines otherwise.The following table summarizes information about unvested restricted stock grants (in thousands):Grant Shares Vesting Schedule UnearnedCompensation RemainingPeriod (inmonths)October 2016 411 3 equal annual installments commencing on October 20, 2017 $528.1 10July 2017 6 3 equal annual installments commencing on October 20, 2017 $13.3 10October 2017 303 3 equal annual installments commencing on October 20, 2018 $1,673.7 22May 2018 64 Shares granted to outside board members that fully vest as of May 16,2019 $180.0 4October 2018 382 3 equal annual installments commencing on October 20, 2019 $2,444.9 3467Table of ContentsAs of December 31, 2018, there was approximately $4.8 million of unrecognized compensation expense related to non-vested share-based compensationarrangements granted under our equity incentive plans. This expense is subject to future adjustments and forfeitures and will be recognized on a straight-linebasis over the remaining period listed above for each grant.A summary of the status of our restricted stock awards as of December 31, 2018 and changes during the twelve-month period ending December 31, 2018,2017 and 2016 is presented below: 2018 2017 2016 Shares(000’s) Weighted-AverageGrant-DateFair Value Shares(000’s) Weighted-AverageGrant-DateFair Value Shares(000’s) Weighted-AverageGrant-DateFair ValueNonvested - beginning of year787 $6.84 981 $4.70 1,128 $4.24Granted446 $7.20 354 $9.77 571 $5.05Vested(452) $5.97 (509) $4.90 (558) $4.68Forfeited(21) $7.31 (39) $4.84 (160) $4.35Nonvested - end of year760 $7.56 787 $6.84 981 $4.70As of December 31, 2018, a total of 2.1 million shares were available for future grants from the shares authorized for award under our 2014 Equity IncentivePlan, including cumulative forfeitures.Repurchase of Common Stock - We did not repurchase any of our common stock on the open market as part of a stock repurchase program during 2018;however, our employees surrendered 158 thousand shares of our common stock to satisfy tax withholding obligations on the vesting of the restricted stockawards.15.Defined Contribution Plans, Pension and Other Post-Retirement Benefit PlansDefined Contribution Plans - We sponsor various defined contribution plans covering eligible employees. Eligible employees can contribute on a pre-taxbasis to the plan. In accordance with the terms of the 401(k) plans, we elect to match a certain percentage of the participants’ contributions to the plans, asdefined. We recognized expense associated with these plans of $3.6 million in 2018, $3.0 million in 2017 and $2.7 million in 2016.Pension and Other Post-Retirement Benefit Plans - We sponsor pension and other post-retirement benefit plans that cover certain hourly and salariedemployees in the U.S. and United Kingdom. Each of the plans are frozen to new participants and to additional service credits earned. In December 2018, weconsolidated the U.S. plans. Our policy is to make annual contributions to the plans to fund the minimum contributions as required by local regulations.The change in benefit obligation, plan assets and funded status as of December 31 is as follows:68Table of Contents U.S. Pension and Other Post-RetirementBenefit Plans Non-U.S. Pension Plans 2018 2017 2018 2017Change in benefit obligation: Benefit obligation — Beginning of the year$50,072 $47,512 $45,737 $40,820Service cost— 116 788 —Interest cost1,664 1,810 1,030 1,138Participant contributions9 8 — —Benefits paid(2,360) (2,188) (1,816) (1,309)Actuarial (gain) loss(4,147) 2,814 (2,772) 1,099Exchange rate changes— — (2,702) 3,989Benefit obligation at end of the year45,238 50,072 40,265 45,737Change in plan assets: Fair value of plan assets — Beginning of the year45,046 38,390 35,377 31,080Actual return on plan assets(2,259) 6,584 (1,808) 1,798Employer contributions2,526 2,252 763 747Participant contributions9 8 — —Benefits paid(2,360) (2,188) (1,816) (1,309)Exchange rate changes— — (2,092) 3,061Fair value of plan assets at end of the year42,962 45,046 30,424 35,377Funded status$(2,276) $(5,026) $(9,841) $(10,360)Significant Obligation Gains - The projected U.S. benefit obligation includes a net gain of $4.1 million for the year ended December 31, 2018. The gain is aresult of changes in key actuarial assumptions, including an increase in the discount rate and a change in the mortality table. The projected Non-U.S. benefitobligation includes a net gain of $2.8 million for the year ended December 31, 2018 driven primarily by an increase in the discount rate assumption.As a result of pension legislation in the United Kingdom that was effective October 2018, the Company was required to amend its pension plan to equalizebenefits between male and female pensioners. This resulted in additional pension obligation and a reduction to accumulated other comprehensive income of$0.8 million.Amounts recognized in the Consolidated Balance Sheets at December 31 consisted of: U.S. Pension and Other Post-Retirement BenefitPlans Non-U.S. Pension Plans 2018 2017 2018 2017Current liabilities$28 $52 $— $—Noncurrent liabilities2,248 4,974 9,841 10,360Amount recognized$2,276 $5,026 $9,841 $10,360The components of net periodic (benefit) cost for the years ended December 31 were as follows: U.S. Pension and Other Post-Retirement Benefit Plans Non-U.S. Pension Plans 2018 2017 2016 2018 2017 2016Service cost$— $116 $126 $— $— $—Interest cost1,664 1,810 1,878 1,030 1,138 1,370Expected return on plan assets(3,151) (2,684) (2,719) (1,210) (1,196) (1,520)Amortization of prior service cost6 6 6 — — —Recognized actuarial loss (gain)263 21 308 496 312 210Net periodic (benefit) cost$(1,218) $(731) $(401) $316 $254 $6069Table of ContentsNet periodic (benefit) cost components, not inclusive of service costs, are recognized in Other Income within the Consolidated Statements of Operations.Amounts Recognized in Accumulated Other Comprehensive Income (Loss) - Amounts recognized in accumulated other comprehensive income (loss), beforetaking into account income tax effects, at December 31 are as follows: U.S. Pension and Other Post-Retirement Benefit Plans Non-U.S. Pension Plans 2018 2017 2016 2018 2017 2016Net actuarial loss$14,767 $13,765 $15,219 $12,972 $13,454 $14,134Prior service cost51 57 63 788 — — $14,818 $13,822 $15,282 $13,760 $13,454 $14,134Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Loss) Income — Amounts recognized as other changes in planassets and benefit obligations in other comprehensive income (loss), before taking into account income tax effects, for the year ended December 31 are asfollows: U.S. Pension and Other Post-RetirementPlans Non-U.S. Pension Plans 2018 2017 2018 2017Actuarial loss (gain)$1,266 $(1,087) $245 $519Amortization of actuarial (gain) loss(263) (367) 781 (504)Prior service credit(6) (6) (491) —Total recognized in other comprehensive income (loss)$997 $(1,460) $535 $15Weighted-average assumptions used to determine benefit obligations at December 31 were as follows: U.S. Pension and Other Post-RetirementBenefit Plans Non-U.S. PensionPlans 2018 2017 2018 2017Discount rate4.06% 3.42% 2.80% 2.45%Weighted-average assumptions used to determine net periodic benefit cost at December 31 were as follows: U.S. Pension and Other Post-Retirement Plans Non-U.S. Pension Plans 2018 2017 2016 2018 2017 2016Discount rate3.42% 3.87% 4.05% 2.45% 2.70% 3.90%Expected return on plan assets7.00% 7.00% 7.50% 3.70% 3.70% 5.00%The rate of return assumptions are based on projected long-term market returns for the various asset classes in which the plans are invested, weighted by thetarget asset allocations. An incremental amount for active plan asset management and diversification, where appropriate, is included in the rate of returnassumption. Our pension plan investment strategy is reviewed periodically, but no less frequently than annually.We employ a total return investment approach whereby a mix of equities, fixed income and real estate investments are used to maximize the long-term returnof plan assets taking into consideration a prudent level of risk. The intent of this strategy is to minimize plan expenses by outperforming plan liabilities overthe long run. Risk tolerance is established through consideration of plan liabilities, plan funded status and corporate financial condition. The investmentportfolio contains a diversified blend of equity, balanced, fixed income and real estate investments. Furthermore, equity investments are diversified acrossU.S. and non-U.S. stocks, as well as growth, value and large and small capitalizations. Other assets, such as real estate, are used judiciously to enhance long-term returns and to improve portfolio diversification. Derivatives may be used to gain market exposure in an efficient and timely manner; however,derivatives may not be used to leverage the portfolio beyond the market value of the underlying investments. Investment risk is measured and monitored onan ongoing basis in light of annual liability measurements, periodic asset/liability studies and quarterly investment portfolio reviews. We expect tocontribute approximately $3.1 million to our pension plans and our other post-retirement benefit plans in 2019.Our current investment allocation target for our pension plans for 2018 and our weighted-average asset allocations of our pension assets for the years endedDecember 31, by asset category, are as follows:70Table of Contents Target Allocation Actual Allocations as of December 31, 2018 2017 U.S. Pension Plans Non-U.S. Pension Plans U.S. Non-U.S. U.S. Non-U.S. 2018 2017 2018 2017Cash and cash equivalents— — — — 1 — 1 —Equity/Balanced securities55 55 55 55 52 57 59 58Fixed income securities25 45 25 45 22 20 40 42Real estate20 — 20 — 25 23 — — 100% 100% 100% 100% 100% 100% 100% 100% Our plan assets can be described as follows:Equity Securities - Includes common stocks issued by U.S., United Kingdom and other international companies, equity funds that invest in common stocksand unit linked insurance policies. Equity investments generally allow near-term (within 90 days of the measurement date) liquidity and are held in issuesthat are actively traded to facilitate transactions at minimum cost.Balanced Securities - Includes funds primarily invested in a mix of equity and fixed income securities where the allocations are at the discretion of theinvestment manager. Investments generally allow near-term (within 90 days of the measurement date) liquidity and are held in issues that are actively tradedto facilitate transactions at minimum cost.Fixed Income Securities - Includes U.S. dollar-denominated and United Kingdom and other international marketable bonds and convertible debt securities aswell as fixed income funds that invest in these instruments. Investments generally allow near-term liquidity and are held in issues that are actively traded tofacilitate transactions at minimum cost.The fair value of fixed income securities is determined by either direct or indirect quoted market prices. When the value of assets held in separate accounts isnot published, the value is based on the underlying holdings, which are primarily direct quoted market prices on regulated financial exchanges.Real Estate - Real estate provides an indirect investment into a diversified and multi-sector portfolio of property assets. The fair value of real estateinvestments is valued by the fund managers. The fund managers value the real estate investments via independent third-party appraisals on a periodic basis.Assumptions used to revalue the properties are updated every quarter.The fair values of our pension plan assets by asset category and by level as described in Note 2 for the years ended December 31, 2018 and 2017 are asfollows:71Table of Contents December 31, 2018 Quoted Prices inActive Markets forIdentical Assets SignificantObservable Inputs SignificantUnobservable Inputs Total Level 1 Level 2 Level 3Cash and cash equivalents$623 $623 $— $—Equities: U.S. large value4,815 4,815 — —U.S. large growth5,270 5,270 — —International blend9,134 — 9,134 —International growth3,093 3,093 — —Emerging markets— — — —Balanced17,952 — 17,952 —Fixed income securities: Government bonds10,240 — 10,240 —Corporate bonds11,297 — 11,297 —Real Estate: U.S. property10,962 — — 10,962Total pension fund assets$73,386 $13,801 $48,623 $10,962 December 31, 2017 Quoted Prices inActive Markets forIdentical Assets SignificantObservable Inputs SignificantUnobservable Inputs Total Level 1 Level 2 Level 3Cash and cash equivalents$264 $264 $— $—Equities: U.S. large value5,499 5,499 — —U.S. large growth5,792 5,792 — —International blend10,734 — 10,734 —Emerging markets3,613 3,613 — —Balanced21,895 — 21,895 —Fixed income securities: Government bonds9,806 — 9,806 —Corporate bonds12,667 — 12,667 —Real Estate: U.S. property10,153 — — 10,153Total pension fund assets$80,423 $15,168 $55,102 $10,153The fair value of our pension plan assets measured using significant unobservable inputs (Level 3) at December 31 are as follows: 2018 2017Beginning balance$10,153 $9,409Actual return on assets held at reporting date809 744Ending balance$10,962 $10,153The following table summarizes our expected future benefit payments of our pension and other post-retirement benefit plans:72Table of ContentsYear Ending December 31,Pension Plans2019$4,2932020$4,3702021$4,4752022$4,4812023$4,6022024 to 2028$23,92216.Accumulated Other Comprehensive LossThe activity for each item of accumulated other comprehensive loss is as follows: Foreigncurrency items DerivativeInstruments Pension and OtherPost-RetirementBenefit Plans Accumulated othercomprehensivelossEnding balance, December 31, 2016$(24,313) $— $(24,532) $(48,845)Net current period change7,141 — 814 7,955Reclassification adjustments for losses reclassified intoincome— — (345) (345)Ending balance, December 31, 2017$(17,172) $— $(24,063) $(41,235)Net current period change$(5,675) $— $(1,290) $(6,965)Derivative instruments— 496 — $496Reclassification adjustments for losses reclassified intoincome— — 233 233Ending balance, December 31, 2018$(22,847) $496 $(25,120) $(47,471)The related tax effects allocated to each component of other comprehensive income for the years ended December 31, 2018 and 2017 are as follows:2018Before TaxAmount Tax Expense After Tax AmountRetirement benefits adjustment: Net actuarial gain and prior service credit$1,531 $(241) $1,290Reclassification of actuarial loss and prior service cost to net income(233) — (233)Net unrealized gain1,298 (241) 1,057Cumulative translation adjustment5,675 — 5,675Derivative instruments(496) — (496)Total other comprehensive income$6,477 $(241) $6,236 2017Before TaxAmount Tax Expense After Tax AmountRetirement benefits adjustment: Net actuarial gain and prior service credit$1,072 $(258) $814Reclassification of actuarial loss and prior service cost to net income(257) (88) (345)Net unrealized loss815 (346) 469Cumulative translation adjustment7,141 — 7,141Total other comprehensive income$7,956 $(346) $7,61017.Quarterly Financial Data (Unaudited)The following is a condensed summary of quarterly results of operations for 2018 and 2017:73Table of Contents Revenues Gross Profit OperatingIncome Net Income (Loss) Basic Earnings (Loss)Per Share DilutiveEarnings (Loss)Per Share12018: First$215,734 $30,823 $15,276 $9,853 $0.33 $0.32Second$233,391 $35,585 $20,909 $13,195 $0.44 $0.43Third$225,010 $32,177 $16,243 $12,583 $0.42 $0.41Fourth$223,602 $30,267 $14,445 $8,881 $0.29 $0.292017: First$173,416 $21,405 $4,560 $628 $0.02 $0.02Second$195,127 $22,603 $7,578 $131 $— —Third$198,349 $25,052 $10,693 $4,763 $0.16 0.16Fourth$188,339 $22,658 $8,020 $(7,227) $(0.24) (0.24)(1) See Note 12 for discussion on the computation of diluted shares outstanding.74Table of ContentsItem 9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureThere were no disagreements with our independent accountants on matters of accounting and financial disclosures or reportable events.Item 9A.Controls and ProceduresWe maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our ExchangeAct reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information isaccumulated and communicated to our management, including our President and Chief Executive Officer and Chief Financial Officer, as appropriate, toallow timely decisions regarding required disclosure. Management necessarily applied its judgment in assessing the costs and benefits of such controls andprocedures, which, by their nature, can provide only reasonable assurance regarding management’s disclosure control objectives.Evaluation of Disclosure Controls and ProceduresWe evaluated, with the participation of our principal executive officer and principal financial officer, the effectiveness of our disclosure controls andprocedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of December 31, 2018. Based on thisevaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as ofDecember 31, 2018 to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed,summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated tomanagement as appropriate to allow timely decisions regarding required disclosure.Management’s Report on Internal Control Over Financial ReportingManagement is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under theExchange Act. Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal controlover financial reporting may not prevent or detect misstatements. Also, controls deemed effective now may become inadequate in the future because ofchanges in conditions, or because compliance with the policies or procedures has deteriorated or been circumvented. Management assessed the effectivenessof our internal control over financial reporting as of December 31, 2018. In making this assessment, management used the criteria established in the InternalControl-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the “COSO criteria”).Based on management’s assessment and the COSO criteria, management believes that our internal control over financial reporting was effective as ofDecember 31, 2018.Our independent registered public accounting firm, KPMG LLP, has issued a report on our internal control over financial reporting. KPMG LLP’s reportappears following Item 9A and expresses an unqualified opinion on the effectiveness of our internal control over financial reporting.Changes in Internal Control Over Financial ReportingThere were no changes in our internal control over financial reporting during the year ended December 31, 2018 that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting.75Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Stockholders and Board of DirectorsCommercial Vehicle Group, Inc.:Opinion on Internal Control Over Financial ReportingWe have audited Commercial Vehicle Group, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2018, basedon criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the TreadwayCommission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018,based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the TreadwayCommission.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidatedbalance sheets of the Company as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income (loss),stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes and financial statementschedule II; Valuation of Qualifying Accounts (collectively, the consolidated financial statements), and our report dated March 11, 2019 expressed anunqualified opinion on those consolidated financial statements.Basis for OpinionThe Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness ofinternal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Ourresponsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firmregistered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and theapplicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financialreporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures aswe considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.Definition and Limitations of Internal Control Over Financial ReportingA company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate./s/ KPMG LLPColumbus, OhioMarch 11, 201976Table of ContentsItem 9B.Other InformationNone.PART IIIItem 10.Directors, Executive Officers and Corporate GovernanceA.Directors of the RegistrantThe following table sets forth certain information with respect to our directors as of March 11, 2019: Name Age Principal Position(s)Scott C. Arves 61 Chairman and DirectorPatrick E. Miller 51 President, Chief Executive Officer and DirectorHarold C. Bevis 59 DirectorRoger L. Fix 64 DirectorRobert C. Griffin 71 DirectorWayne M. Rancourt 56 DirectorRichard A. Snell 76 DirectorJanice E. Stipp 59 DirectorThe following biographies describe the business experience of our directors:Scott C. Arves has served as a Director since July 2005 and as Chairman since May 2018. From January 2007 to June 2015, Mr. Arves served as President andChief Executive Officer of Transport America, a truckload, intermodal and logistics provider. Prior to joining Transport America, Mr. Arves was President ofTransportation for Schneider National, Inc., a provider of transportation, logistics and related services, from May 2000 to July 2006. Mr. Arves brings over 30years of transportation experience to his role as Director, including 19 years of P&L experience and 16 years as a Division President or Chief ExecutiveOfficer. Patrick E. Miller has served as President and Chief Executive Officer and a Director since November 2015. Mr. Miller, who most recently was President of theCompany’s Global Truck & Bus Segment, has been with the Company since 2005. During this time, he served in the capacity of Senior Vice President &General Manager of Aftermarket; Senior Vice President of Global Purchasing; Vice President of Global Sales; Vice President & General Manager of NorthAmerican Truck and Vice President & General Manager of Structures. As of December 2018, Mr. Miller was appointed to the board of directors for FederalSignal Corporation. Prior to joining the Company, Mr. Miller held engineering, sales, and operational leadership positions with Hayes LemmerzInternational, Alcoa, Inc. and ArvinMeritor. He holds a Bachelor of Science in Industrial Engineering from Purdue University and a Masters of BusinessAdministration from the Harvard University Graduate School of Business.Harold C. Bevis has served as a Director since June 2014. He has 25 years of business leadership experience, including 15 years as a CEO. He was a businessleader at both GE and Emerson Electric. He has led or directed 8 businesses in 6 industries, 148 plants in 22 countries, 12 new business/new plant startups, 11acquisitions, and 24 business/plant expansions. Mr. Bevis is currently President of OmniMax International, a portfolio of building products businesses, sinceOctober 2017. Mr. Bevis earned a BS degree in industrial engineering from Iowa State University and an MBA degree from Columbia Business School. He isa member of the National Association of Corporate Directors and has served on 5 Boards of Directors.Roger L. Fix has served as a Director since June 2014. He served as a member of the board of directors of Standex International Corporation from 2001 until2017, when he retired from the Standex board. He served as Non-Executive Chairman from 2014 - 2016, and President and Chief Executive Officer ofStandex from 2003 to 2014. He was Standex’s President and Chief Operating Officer from 2001 to 2003. Prior to joining Standex, Mr. Fix held a number ofgeneral management positions at Emerson Electric, the TI Group, plc and TRW over a period of more than 20 years. Mr. Fix has served as a Director ofFlowserve Corporation since 2006 and as Chairman of the Corporate Nominating and Governance Committee and a member of the Audit Committee. Mr. Fixcurrently serves as the Chairman of the Board of Flowserve Corporation. Mr. Fix earned a master’s degree in mechanical engineering from the University ofTexas and a bachelor-of-science degree in mechanical engineering from the University of Nebraska.Robert C. Griffin has served as a Director since July 2005. His career spanned over 25 years in the financial sector, including Head of Investment BankingAmericas and Management Committee Member for Barclay’s Capital from 2000 to 2002. Prior to that, Mr. Griffin served as the Global Head of FinancialSponsor Coverage for Banc of America Securities and served in a number of executive management roles at Banc of America. Mr. Griffin served as a Directorof GSE Holdings, Inc., from December 2011 to77Table of ContentsAugust 2014 where he was Chairman of the Board and a member of the Compensation Committee and the Nominating and Corporate GovernanceCommittee. Mr. Griffin served as a Director of The J.G. Wentworth Company where he was Chairman of the Audit Committee from October 2013 to January2018. Mr. Griffin serves as a Director of Builders FirstSource, Inc., where he is Chairman of the Audit Committee, a member of the Compensation Committeeand the Nominating Committee and was Chairman of their Special Committee in 2009 and 2015. Mr. Griffin brings strong financial and managementexpertise to our Board through his experience as an officer and director of a public company, service on other boards and his senior leadership tenure withinthe financial industry.Wayne M. Rancourt has served as a Director since July 2016. Mr. Rancourt has served as Executive Vice President, Chief Financial Officer & Treasurer ofBoise Cascade Company since August 2009, a $4.4 billion in revenues North American based manufacturing and distribution company. Mr. Rancourt hasover 30 years of experience in various finance roles including chief financial officer, treasurer, investor relations, strategic planning, as well as internal audit.Mr. Rancourt received a bachelor of science degree in Accounting from Central Washington University. Mr. Rancourt brings strong financial expertise to theBoard through his experience in various finance roles.Richard A. Snell has served as a Director since August 2004. He served as Chairman and Chief Executive Officer of Qualitor, Inc. from May 2005 until April2015 and as an Operating Partner at HCI Partners from 2003 to December 2015. Mr. Snell served as Chairman and Chief Executive Officer of Federal-MogulCorporation, an automotive parts manufacturer, where he served from 1996 to 2000, and as Chief Executive Officer at Tenneco Automotive, also anautomotive parts manufacturer, where he was employed from 1987 to 1996. Mr. Snell served as a Director of Schneider National, Inc., a multi-nationaltrucking company, and as a member of their Compensation and Governance Committees from 1996 to 2011. Mr. Snell has informed the Company that he willbe retiring from the Board, without standing for re-election at the 2019 annual meeting of stockholders, effective May 16, 2019.Janice E. Stipp has served as a Director since February 2019. Ms. Stipp has over 35 years of financial and accounting experience including as chief financialofficer of both public and private companies. Ms. Stipp currently serves as a Director of ArcBest Corporation, NN, Inc., and is on the Michigan StateUniversity Foundation Board. Ms. Stipp graduated from Michigan State University in 1981 with a B.A. in accounting, and from Wayne State University in1987 with an M.B.A., and received her Certified Public Accountant certification in 1983 and Chartered Global Management Accountant certification in2014.B.Executive OfficersInformation regarding our executive officers is set forth in Item 1 of Part I of this Annual Report on Form 10-K under the heading “Executive Officers of theRegistrant.”There are no family relationships between any of our directors or executive officers.C.Section 16(a) Beneficial Ownership Reporting Compliance and Corporate GovernanceThe information required by Item 10 with respect to compliance with reporting requirements is incorporated herein by reference to the sections labeled“Section 16(a) Beneficial Ownership Reporting Compliance” and “Proposal No. 1 - Election of Directors - Corporate Governance,” which appear in CVG’s2019 Proxy Statement.Item 11.Executive CompensationThe information required by Item 11 is incorporated herein by reference to the sections labeled “Executive Compensation - 2018 Director CompensationTable” and “Executive Compensation” and “Proposal No. 1 - Election of Directors - Corporate Governance,” which appear in CVG’s 2019 Proxy Statement,including information under the heading “Compensation Discussion and Analysis.”Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersOptions to purchase common shares of our common stock were granted to certain of our executives and key employees under our 2014 Equity Incentive Plan.There are no outstanding options, warrants or rights associated with the Company's Equity Incentive Plans. The following table summarizes the number ofsecurities remaining to be issued under the outstanding equity compensation plan as of December 31, 2018: 78Table of Contents Number of Securities to beIssued upon Exercise ofOutstanding Options,Warrants and Rights Weighted-averageExercise Price ofOutstandingOptions, Warrantsand Rights Number ofSecuritiesRemaining Availablefor Future IssuanceUnder EquityCompensation Plans2014 Equity Incentive Plan approved by security holders— $— 2,128,359The information required by Item 12 is incorporated herein by reference to the section labeled “Security Ownership of Certain Beneficial Owners andManagement,” which appears in CVG’s 2019 Proxy Statement.Item 13Certain Relationships, Related Transactions and Director IndependenceThe information required by Item 13 is incorporated herein by reference to the sections labeled “Certain Relationships and Related Transactions” and“Proposal No. 1 - Election of Directors - Corporate Governance,” which appear in CVG’s 2019 Proxy Statement.Item 14.Principal Accountant Fees and ServicesThe information required by Item 14 is incorporated herein by reference to the section labeled “Proposal No. 3 - Ratification of Appointment of theIndependent Registered Public Accounting Firm,” which appears in CVG’s 2019 Proxy Statement. 79Table of ContentsPART IVItem 15.Exhibits, Financial Statements Schedules(1)LIST OF FINANCIAL STATEMENT SCHEDULESThe following financial statement schedule of the Corporation and its subsidiaries is included herein:Schedule II - Valuation and Qualifying Accounts and Reserves.COMMERCIAL VEHICLE GROUP, INC. AND SUBSIDIARIESSCHEDULE II: VALUATION AND QUALIFYING ACCOUNTSDecember 31, 2018, 2017 and 2016Accounts Receivable Allowances:Activity for the years ended December 31 is as follows (in thousands): 2018 2017 2016Balance - Beginning of the year$5,242 $3,881 $4,539Provisions7,327 5,488 5,547Utilizations(7,392) (4,264) (6,063)Currency translation adjustment(38) 137 (142)Balance - End of the year$5,139 $5,242 $3,881Income Tax Valuation Allowance:Activity for the years ended December 31 is as follows (in thousands): 2018 2017 2016Balance - Beginning of the year15,021 $12,546 $14,404Provisions874 2,506 2,917Utilizations(1,230) (31) (4,775)Balance - End of the year14,665 $15,021 $12,546All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or areinapplicable and, therefore, have been omitted.(2)LIST OF EXHIBITSThe following exhibits are either included in this report or incorporated herein by reference as indicated below:80Table of ContentsEXHIBIT INDEXExhibit No. Description 2.1** Asset Purchase Agreement, dated as of January 28, 2011, by and among CVG Alabama LLC and Bostrom Seating, Inc., (incorporated byreference to the Company’s annual report on Form 10-K (File No. 000-34365), filed on March 15, 2011). 3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to the Company’s quarterly report onForm 10-Q (File No. 000-50890), filed on September 17, 2004). 3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated as of May 12, 2011(incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on May 13, 2011). 3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated as of May 15, 2015(incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on May 15, 2015). 3.4 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated as of May 17, 2018(incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on May 18, 2018). 3.5 Amended and Restated By-laws of the Company (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No.000-50890), filed on September 17, 2004). 3.6 Certificate of Designations of Series A Preferred Stock (included as Exhibit A to the Rights Agreement incorporated by reference toExhibit 4.8) (incorporated by reference to the Company’s current report on Form 8-K (File No. 000-50890), filed on May 22, 2009. 4.1 Registration Rights Agreement, dated July 6, 2005, among the Company, the subsidiary guarantors party thereto and the purchasersnamed therein (incorporated herein by reference to the Company’s current report on Form 8-K (File No. 000-50890), filed on July 8,2005). 4.2Commercial Vehicle Group, Inc. Rights Agreement, dated as of May 21, 2009, by and between the Company and Computershare TrustCompany, N.A. (incorporated by reference to the Company’s current report on Form 8-K (File No. 000-50890), filed on May 22, 2009). 4.3 Form of Rights Certificate (included as Exhibit B to the Rights Agreement) (incorporated by reference to the Company’s current report onForm 8-K (File No. 000-50890), filed on May 22, 2009). 4.4 Form of Summary of Rights to Purchase (included as Exhibit C to the Rights Agreement) (incorporated by reference to the Company’scurrent report on Form 8-K (File No. 000-50890), filed on May 22, 2009). 4.5 Commercial Vehicle Group, Inc. Amendment No. 1 to Rights Agreement, dated as of March 9, 2011, by and between the Company andComputershare Trust Company, N.A. (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filedon March 9, 2011). 4.6 Form of Certificate of Common Stock of the Company (incorporated by reference to the Company’s registration statement on Form S-1/A(File No. 333-115708), filed August 3, 2004). 4.7 Amended and Restated Loan and Security Agreement, dated as of April 26, 2011, by and among the Company, certain of the Company’ssubsidiaries, as borrowers, and Bank of America, N.A. as agent and lender (incorporated by reference to the Company’s current report onForm 8-K (File No. 001-34365), filed on April 28, 2011. 4.8 Second Amended and Restated Loan and Security Agreement, dated as of November 15, 2013, by and among the Company, certain of theCompany’s subsidiaries, as borrowers, and Bank of America, N.A. as agent and lender, (incorporated by reference to the Company’scurrent report on Form 8-K (File No. 001-34365), filed on November 21, 2013). 4.9 Third Amended and Restated Loan and Security Agreement, dated as of April 12, 2017, by and among the Company, certain of theCompany’s subsidiaries, as borrowers, and Bank of America, N.A. as agent and other lender parties thereto (incorporated by reference tothe Company’s current report on Form 8-K (File No. 001-34365), filed on April 13, 2017). 4.10 Term Loan Agreement, dated as of April 12, 2017, by and among the Company, Bank of America, N.A., as administrative agent, and otherlender parties thereto (incorporated by reference to the Company’s current report on Form 8-K (File No. 001-34365), filed on April 13,2017).81Table of ContentsExhibit No. Description 10.1* Commercial Vehicle Group, Inc. Fourth Amended and Restated Equity Incentive Plan (incorporated by reference to the Company’scurrent report on Form 8-K (File No. 001-34365), filed on May 13, 2011). 10.2* Commercial Vehicle Group, Inc. 2014 Equity Incentive Plan (incorporated by reference from the Company proxy statement on FormSchedule 14A (File No. 001-34365), filed on April 11, 2014). 10.3* Amended and Restated Commercial Vehicle Group, Inc. 2014 Equity Incentive Plan (incorporated by reference from the Company'scurrent report on Form 8-K (File No. 001-34365), filed on May 17, 2017). 10.4* Commercial Vehicle Group, Inc. 2017 Annual Incentive Plan (incorporated by reference from the Company current report on Form 10-Q(File No. 001-34365), filed on May 5, 2017). 10.5* Commercial Vehicle Group, Inc. Annual Incentive Plan (incorporated by reference to the Company’s current report on Form 8-K (File No.001-34365), filed on March 14, 2018). 10.6 Registration Agreement, dated October 5, 2000, by and among Bostrom Holding, Inc. and the investors listed on Schedule A attachedthereto (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-115708), filed on May 21, 2004). 10.7 Joinder to the Registration Agreement, dated as of May 20, 2004, by and among Commercial Vehicle Group, Inc. and the priorstockholders of Trim Systems (incorporated by reference to the Company’s quarterly report on Form 10-Q (File No. 000-50890), filed onSeptember 17, 2004). 10.8 Assignment and Assumption Agreement, dated as of June 1, 2004, between Mayflower Vehicle Systems PLC and Mayflower VehicleSystems, Inc. (incorporated by reference to the Company’s registration statement on Form S-1 (File No. 333-125626), filed on June 8,2005). 10.9* Form of Cash Performance Award pursuant to the Commercial Vehicle Group, Inc. Fourth Amended and Restated Equity Incentive Plan(incorporated by reference to the Company’s Annual Report on Form 10-K (File No. 001-34365), filed on March 11, 2013). 10.10* Form of Restricted Stock Agreement pursuant to the Commercial Vehicle Group, Inc. 2014 Equity Incentive Plan (incorporated byreference from the Company quarterly report on Form 10-Q (File No. 001-34365), filed on November 7, 2014). 10.11* Offer letter, dated September 27, 2013, to C. Timothy Trenary (incorporated by reference to the Company’s current report on Form 8-K(File No. 001-34365), filed on September 30, 2013). 10.12* Change in Control & Non-Competition Agreement dated January 23, 2014 with C. Timothy Trenary (incorporated by reference to theCompany’s current report on Form 8-K (File No. 001-34365), filed on January 24, 2014). 10.13* Amended and Restated Deferred Compensation Plan dated November 5, 2008 (incorporated by reference to the Company’s annual reporton Form 10-K (File No. 000-50890), filed on March 16, 2009). 10.14* Form of indemnification agreement with directors and executive officers (incorporated by reference to the Company’s annual report onForm 10-K (File No. 000-50890), filed on March 14, 2008). 10.15* Change in Control & Non-Competition Agreement dated October 24, 2014 with Patrick Miller (incorporated by reference to theCompany’s current report on Form 8-K (File No. 001-34365), filed on October 28, 2014). 10.16* Employment Agreement, dated as of March 22, 2016, between the Company and Patrick E. Miller (incorporated by reference to thecompany’s current report on form 8-K (File No. 001-34365), filed on March 24, 2016). 10.17* Change in Control & Non-Competition Agreement dated October 24, 2014 with Stacie Fleming (incorporated by reference to theCompany’s current report on Form 8-K (File No. 001-34365), filed on October 28, 2014). 10.18* Change in Control & Non-Competition Agreement dated February 1, 2016 with Dale McKillop (incorporated by reference to theCompany's Annual Report on Form 10-K (File No. 001-34365), filed on March 12, 2018). 10.19* Retention Bonus Agreement between the Company and Mr. Trenary effective March 22, 2016 (incorporated by reference to theCompany’s quarterly report on Form 10-Q (File No. 001-34365), filed on August 3, 2016). 10.20 Contract for Purchase and Sale of Real Property between Mayflower Vehicle Systems, LLC and Warren Distribution, Inc. dated July 24,2017 (incorporated by reference from the Company quarterly report on Form 10-Q (File No. 001-34365), filed on November 7, 2017). 82Table of ContentsExhibit No. Description21.1 Subsidiaries of Commercial Vehicle Group, Inc. 23.1 Consent of KPMG LLP. 31.1 302 Certification by Patrick E. Miller, President and Chief Executive Officer. 31.2 302 Certification by C. Timothy Trenary, Executive Vice President and Chief Financial Officer. 32.1 906 Certification by Patrick E. Miller pursuant to 18 U.S.C. Section 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002. 32.2 906 Certification by C. Timothy Trenary pursuant to 18 U.S.C. Section 1350, as adopted pursuant to the Sarbanes-Oxley Act of 2002. 101.INS XBRL Instance Document 101.SCH XBRL Schema Document 101.CAL XBRL Calculation Linkbase Document 101.LAB XBRL Label Linkbase Document 101.PRE XBRL Presentation Linkbase Document 101.DEF XBRL Definition Linkbase Document *Management contract or compensatory plan or arrangement required to be filed as an exhibit to this annual report on Form 10-K.**The schedules and exhibits to the Asset Purchase Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S—K. TheCompany will furnish supplementally a copy of any such omitted schedules or exhibits to the SEC upon request.All other items included in an Annual Report on Form 10-K are omitted because they are not applicable or the answers thereto are none.83Table of ContentsSIGNATURESPursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalfby the undersigned, thereunto duly authorized. COMMERCIAL VEHICLE GROUP, INC. By:/s/ Patrick E. Miller Patrick E. Miller President and Chief Executive OfficerDate: March 11, 2019Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and inthe capacities indicated on March 11, 2019. Signature Title /s/ Scott C. Arves Chairman and DirectorScott C. Arves /s/ Patrick E. Miller President, Chief Executive OfficerPatrick E. Miller (Principal Executive Officer) and Director /s/ Harold C. Bevis DirectorHarold C. Bevis /s/ Roger L. Fix DirectorRoger L. Fix /s/ Robert C. Griffin DirectorRobert C. Griffin /s/ Wayne M. Rancourt DirectorWayne M. Rancourt /s/ Richard A. Snell DirectorRichard A. Snell /s/ Janice E. Stipp DirectorJanice E. Stipp /s/ C. Timothy Trenary Chief Financial OfficerC. Timothy Trenary (Principal Financial Officer) /s/ Stacie N. Fleming Chief Accounting OfficerStacie N. Fleming (Principal Accounting Officer)84 EXHIBIT 21.1Subsidiaries of Commercial Vehicle Group, Inc. Entity Jurisdiction 1.C.I.E.B. Kahovec, spol. s r.o. Czech Republic2.Cabarrus Plastics, Inc. North Carolina, United States3.Comercial Vehicle Group México, S. de R.L. de C.V. Mexico4.CVG Alabama, LLC Delaware, United States5.CVG AR LLC Delaware, United States6.CVG CS LLC Delaware, United States7.CVG CVS Holdings, LLC Delaware, United States8.CVG European Holdings, LLC Delaware, United States9.CVG Global S.à r.l. Luxembourg10.CVG International Holdings, Inc. Barbados11.CVG International S.à r.l. Luxembourg12.CVG Logistics, LLC Delaware, United States13.CVG Management Corporation Delaware, United States14.CVG Monona Wire, LLC Iowa, United States15.CVG Monona, LLC Delaware, United States16.CVG National Seating Company, LLC Delaware, United States17.CVG Seating (India) Private Limited India18.CVG Sprague Devices, LLC Delaware, United States19.CVG Ukraine LLC Ukraine20.CVG Vehicle Components (Beijing) Co., Ltd. China21.CVG Vehicle Components (Shanghai) Co., Ltd. China22.CVS Holdings Limited United Kingdom23.EMD Servicios, S.A. de C.V. Mexico24.KAB Seating Limited United Kingdom25.KAB Seating Pty. Ltd. Australia26.KAB Seating S.A. Belgium27.Mayflower Vehicle Systems, LLC Delaware, United States28.Monona (Mexico) Holdings LLC Illinois, United States29.MWC de México, S. de R.L. de C.V. Mexico30.PEKM Kabeltechnik s.r.o. Czech Republic31.T.S. México, S. de R.L. de C.V. Mexico32.Trim Systems Operating Corp. Delaware, United States33.Trim Systems, Inc. Delaware, United States Exhibit 23.1Consent of Independent Registered Public Accounting FirmThe Board of DirectorsCommercial Vehicle Group, Inc.:We consent to the incorporation by reference in the registration statements (No. 333-124590, 333-145120, 333-161219, 333-176020, 333-198312, 333-222081) on Form S-8 and the registration statement (No. 333-163276) on Form S-3 of Commercial Vehicle Group, Inc. of our reports dated March 11, 2019,with respect to the consolidated balance sheets of Commercial Vehicle Group, Inc. as of December 31, 2018 and 2017, the related consolidated statements ofoperations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2018, andthe related notes and financial statement schedule II: Valuation of Qualifying Accounts (collectively, the consolidated financial statements), and theeffectiveness of internal control over financial reporting as of December 31, 2018, which reports appear in the December 31, 2018 annual report on Form 10-K of Commercial Vehicle Group, Inc./s/ KPMG LLPColumbus, Ohio March 11, 2019Exhibit 31.1SECTION 302 CEO CERTIFICATIONI, Patrick E. Miller, certify that:1.I have reviewed this Form 10-K of Commercial Vehicle Group, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered bythis report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and we have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known tous by others within those entities, particularly during the period in which this report is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting.March 11, 2019 /s/ Patrick E. Miller Patrick E. MillerChief Executive Officer(Principal Executive Officer)Exhibit 31.2SECTION 302 CFO CERTIFICATIONI, C. Timothy Trenary, certify that:1.I have reviewed this Form 10-K of Commercial Vehicle Group, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered bythis report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as definedin Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the registrant and we have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known tous by others within those entities, particularly during the period in which this report is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designedunder our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on suchevaluation; and(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’sinternal control over financial reporting. March 11, 2019 /s/ C. Timothy Trenary C. Timothy TrenaryChief Financial Officer(Principal Financial Officer)Exhibit 32.1Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as AdoptedPursuant to Section 906 of the Sarbanes-Oxley Act of 2002I, Patrick E. Miller, President and CEO of Commercial Vehicle Group, Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, that: (1)the Annual Report on Form 10-K for the fiscal year ended December 31, 2018 containing the financial statements of the Company (the “PeriodicReport”), which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934(15 U.S.C. 78m or 78o(d)); and(2)the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of theCompany.Dated: March 11, 2019 /s/ Patrick E. Miller Patrick E. MillerChief Executive Officer(Principal Executive Officer)Exhibit 32.2Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as AdoptedPursuant to Section 906 of the Sarbanes-Oxley Act of 2002I, C. Timothy Trenary, Chief Financial Officer of Commercial Vehicle Group, Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, that: (1)the Annual Report on Form 10-K for the fiscal year ended December 31, 2018 containing the financial statements of the Company (the “PeriodicReport”), which this statement accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934(15 U.S.C. 78m or 78o(d)); and(2)the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of theCompany.Dated: March 11, 2019 /s/ C. Timothy Trenary C. Timothy TrenaryChief Financial Officer(Principal Financial Officer)

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