SecProbe.io

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 Document August 13, 2025 Via EDGAR Only United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Kristin Baldwin SEC Division of Corporation Finance Re: Commercial Vehicle Group, Inc. Registration Statement on Form S-3 Filed on August 7, 2025 File No. 333-289371 Dear Ms. Sarmento: Please be advised that the undersigned is the duly elected Chief Legal Officer of Commercial Vehicle Group, Inc. (the “Registrant”). Having been advised that the Commission has no further comments to the Registrant’s Form S-3 Registration Statement (File No. 333-289371), pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended, the Registrant hereby requests acceleration of the effective date of the Registration Statement on Friday, August 15, 2025 at 4:30 p.m., or as soon thereafter as practicable. Should you have any questions in regard to this correspondence or any other matter relating to this Registrant’s filing, please do not hesitate to contact me. Very truly yours, /s/ Aneezal H. Mohamed Aneezal H. Mohamed Chief Legal Officer 7800 Walton Parkway / New Albany, OH / 43054 / 614.289.5360

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 13, 2025

Andy Cheung
Chief Financial Officer
Commercial Vehicle Group, Inc.
7800 Walton Parkway
New Albany, Ohio 43054

 Re: Commercial Vehicle Group, Inc.
 Registration Statement on Form S-3
 Filed August 7, 2025
 File No. 333-289371
Dear Andy Cheung:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Kristin Baldwin at 202-551-7172 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

December 12, 2024
Andy Cheung
Chief Financial Officer
Commercial Vehicle Group, Inc.
7800 Walton Parkway
New Albany, Ohio 43054
Re:Commercial Vehicle Group, Inc.
Form 10-K for the Year Ended December 31, 2023
File No. 001-34365
Dear Andy Cheung:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Aneezal Mohamed, Chief Legal Officer

CORRESP
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Document

November 26, 2024

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

Washington, D.C. 20549

ATTN: Ernest Greene and Martin James

Re: Commercial Vehicle Group, Inc.

Form 10-K for the Year Ended December 31, 2023 Filed March 14, 2024

Form 8-K

Filed on March 4, 2024

File No. 001-34365

Gentlemen:

On behalf of Commercial Vehicle Group, Inc., a Delaware corporation (the “Company”), please find below the Company’s responses to the comment letter directed to Andy Cheung, dated November 12, 2024, from the Staff of the United States Securities and Exchange Commission (the “Staff”), regarding the Company’s Form 10-K for the year ended December 31, 2023 (the “Form 10-K”) and Form 8-K filed on March 4, 2024.  The Company’s responses below correspond to the captions and numbers of those comments (which are reproduced below in italics).  Unless otherwise indicated, capitalized terms used below have the meanings assigned to them in the Form 10-K.

Form 10-K for the Year Ended December 31, 2023 Financial Statements

Note 7. Income Taxes, page 52

1.We note that you reversed $22.0 million of the tax valuation allowance on your U.S. deferred tax assets in fiscal 2023 after considering the weight of the positive evidence, including the cumulative income position in the three most recent years and forecasts for a sustained level of future taxable income was sufficient to overcome the weight of the negative evidence during the year ended December 31, 2023. We also note that you consider of all available evidence using a “more likely than not” standard including but not limited to the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carryforward periods, your experience with unused tax attributes expiring and tax planning alternatives. Please provide us, and revise future disclosures here or in critical accounting policies in

November 26, 2024

Page 2

MD&A to provide, a more specific and comprehensive analysis of your assessment of the realizability of your deferred tax assets as of December 31, 2023. Your analysis should include but not necessarily be limited to the following:

•Clarify your disclosure that you achieved cumulative income position in the U.S. in the three most recent years in light of the tabular disclosures on the top of page 52;

•Quantify the projected taxable income and the time periods over which it will be required to be generated for you to fully utilize your deferred tax assets;

•Describe the nature of any tax planning strategies, including any uncertainties, risks and assumptions associated with those strategies;

•Discuss all the positive and negative evidence you considered and how such evidence was weighted; and

•Discuss any other significant estimates and assumptions used in your analysis. Please refer to ASC 740-10-30-16 through 25, ASC 740-10-55-39 through 48, and

ASC 740-10-55-120 through 123 for guidance.

Response:

In accordance with ASC 740-10-30-16 through 25, the Company considered all available positive and negative evidence to determine whether to reverse the previously recognized valuation allowance. The Company’s cumulative three-year income in the U.S. for the period January 1, 2021 through December 31, 2023 was $14.9 million on a pre-tax book income (PTBI) adjusted for permanent items, as set forth in the table below (in 000s).

The Company notes that a three-year period is the generally accepted convention when considering cumulative income/(losses) but is not specifically stipulated in the guidance. The cumulative three-year income is given the most weight in our analysis of all positive and negative evidence. Note, as of December 31, 2022, the Company was in a three-year cumulative loss position in the U.S.

November 26, 2024

Page 3

As of December 31, 2023, the Company also considered the magnitude and duration of past losses, noting that nine of the 12 quarterly periods within the three-year cumulative period were profitable, with the only significant loss of $18.6 million reported in Q4-2022. The main driver of the loss in Q4-2022 was a $10.4 million inventory charge in the Industrial Automation business segment, as disclosed. Due to the Company’s restructuring actions taken in response to slowing customer demand in the Industrial Automation segment prior to December 31, 2023, the Company did not expect an operating loss of that magnitude to recur.

The Company reported a profit in each quarter throughout 2023 and as of December 31, 2023, its 2024 forecast was projected to be $19 million of PTBI with an additional $4 million of unfavorable permanent items. The Company was driving profitability as of December 31, 2023, through the Vehicle Solutions, Electrical Systems and Aftermarket segments. However, at the time of the 2023 Form 10-K filing, the 2024 forecast assumed that the North American Class 8 truck builds would decrease 20% from 2023 actual volumes (according to ACT Research) which would have equated to an approximate $60 million reduction in revenue for the Vehicle Solutions Segment. Yet, due to the Company’s continued commitment to diversification, it forecasted revenue growth in the Electrical Systems, Aftermarket and Industrial Automation segments to offset the expected 2024 reduction in revenue and operating income from the Vehicle Solutions segment.  Furthermore, the operating margin within the Electrical Systems segment has historically been higher than the operating margin within the Vehicle Solutions segment, which was expected to flow through to the Company’s Operating Income to help offset the expected decrease in sales.

As the 2024 forecast suggested, the cyclicality of the markets we serve is negative evidence that was considered in our analysis as of December 31, 2023. This negative evidence was weighted less than the quantitative positive evidence of the three-year cumulative income. The weighting is partially based on the Company’s long-term strategy is to increase our sales, profits and shareholder value by growing our Electrical Systems segment to be our largest business while financially optimizing our core legacy businesses, organically growing in targeted areas, strengthening our product portfolio, increasing our margins and adding to our businesses through a focused M&A program.

As of December 31, 2023, the current and forecasted U.S. income exceeded our U.S. deferred tax assets (DTAs). Any DTAs which were expected to exceed more than a few years were due to how the underlying asset or liability would reverse and is not a limitation on income, except for the following exceptions which were given further consideration: foreign tax credits and state net operating losses (NOLs) as disclosed in the Form 10-K. In addition, the Company utilized its U.S. Federal NOL carryforward on the December 31, 2022 tax return and the majority of the DTAs have unlimited carryover periods, therefore, even if forecasts were to decrease, the DTAs would be available to be utilized in the future. As a result of this analysis, the Company did not consider any tax planning strategies.

The Company will revise future disclosures in critical accounting policies in MD&A as follows:

November 26, 2024

Page 4

Critical accounting policies (excerpt from 2023 Form 10-K, page 31 with proposed changes highlighted)

Income Taxes — We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statements and tax basis of assets and liabilities using enacted tax laws and rates expected to be in place when the deferred tax items are realized. We recognize tax positions initially in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Judgment is required in estimating valuation allowances for deferred tax assets. The realization of a deferred tax asset ultimately depends on the existence of sufficient taxable income in either the carryback or carryforward periods under tax law. We provide a valuation allowance for deferred tax assets when it is more likely than not that a portion of such deferred tax assets will not be realized. In our assessment, appropriate consideration is given to all positive and negative evidence related to the realization of the deferred tax assets. This assessment considers, among other matters, (1) the cumulative three-year income position, (2) the nature, frequency and severity of any current and cumulative losses; (3) forecasts of future profitability; (4) the duration of statutory carryforward periods; (5) our experience with operating loss and tax credit carryforwards not expiring unused, and (6) tax planning alternatives. As of December 31, 2023, the Company was in a cumulative three-year taxable income position in the U.S. which was given the most weight in our analysis of all positive and negative evidence when determining whether to reverse the previously recognized valuation allowance.

Note 16. Segment Reporting, page 63

2.Please revise the note in future filings to reconcile your reportable segments' measures of profit or loss (i.e., segment operating income (loss)) to your consolidated income before taxes and discontinued operations as required by ASC 280-10-50-30(b).

Response: In future filings, the Company will reconcile segment operating income (loss) to consolidated income before taxes and discontinued operations as required by ASC 280-10-50-30(b).

Form 8-K filed on March 4, 2024 Exhibit 99.1

Appendix A: Reconciliation of GAAP to Non-GAAP Financial Measures, page 9

3.We note that in determining your non-GAAP measures for the three months and for the year ended December 31, 2022, you adjust for (i) an inventory charge relating to decrease demand in the Industrial Automation segment, and (ii) executive transition costs. The adjustments to your non-GAAP financial measures for inventory and executive transition costs appear to be normal operating expenses necessary to

November 26, 2024

Page 5

operate your business. As such, these adjustments are inconsistent with Question 100.01 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations. Please revise your non-GAAP measures in future filings to remove these adjustments.

Response: In future filings, the Company will revise the non-GAAP measures to remove the adjustments for inventory and executive transition costs.

4.We note your non-GAAP adjustments labelled "tax valuation allowance" reflected in your Adjusted net income measure presented for the reported periods in fiscal years 2023 and 2022, and that the amounts mirror exactly the change in valuation allowance presented in the Income Tax note to your financial statements on page 52 of your Form 10-K for the year ended December 31, 2023. Please address the following:

•Clearly describe to us in detail what the adjustments represent and your reasons for excluding the changes in your tax valuation allowances from the measure.

•Tell us why management believes the adjustments are meaningful and appropriate.

•Explain to us how you determined that your evaluation of the positive and negative evidence to support realizability would be different on a non-GAAP basis such that excluding the changes in the GAAP tax valuation allowance would be appropriate.

•Tell us why the adjustments are consistent with Questions 100.01 and 102.11 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations.

Response:

The tax valuation allowance is a non‑cash adjustment that primarily reflects the Company’s expectations of, and assumptions as to, future operating results and applicable tax laws, rather than current period performance, and is not used by management to assess the core profitability of business operations. The Company believes exclusion of only the initial deferred tax valuation allowance and the reversal of a deferred tax valuation allowance helps to clarify current period performance and affords investors the ability to calculate and better understand the effective tax rate and earnings per share.

The Company has excluded the tax valuation allowance (benefit/expense) and believes such exclusion provides investors meaningful information as it increases comparability of the effective tax rate from period over period without the unusual, non‑recurring detrimental and beneficial events of the tax valuation allowance. Therefore, the Company believes that these items do not result in a Non‑GAAP financial measure that is misleading or inconsistent with Question 100.01 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations.

November 26, 2024

Page 6

We also considered Question 102.11 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations, noting that the amounts excluded as Non-GAAP adjustments under the tax valuation allowance (benefit/expense) caption are inherently tax effected. Additionally, we do not assert that the realizability of our DTAs would be different on non-GAAP basis. Rather, we excluded the changes based on the unusual, non-recurring nature as described above.

*    *    *    *    *

We believe that the foregoing has been responsive to the Staff’s comments.  Should you have any questions relating to any of the foregoing, please do not hesitate to contact Aneezal Mohamed, Chief Legal Officer, at 614-289-0326 or via email at Aneezal.Mohamed@cvgrp.com.

Sincerely,

/s/ Andy Cheung

Chung Kin Cheung (“Andy Cheung”), Chief Financial Officer

cc:    Aneezal Mohamed, Chief Legal Officer

November 12, 2024
Andy Cheung
Chief Financial Officer
Commercial Vehicle Group, Inc.
7800 Walton Parkway
New Albany, Ohio 43054
Re:Commercial Vehicle Group, Inc.
Form 10-K for the Year Ended December 31, 2023
Filed March 14, 2024
Form 8-K
Filed on March 4, 2024
File No. 001-34365
Dear Andy Cheung:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2023
Financial Statements
Note 7. Income Taxes, page 52
We note that you reversed $22.0 million of the tax valuation allowance on your U.S.
deferred tax assets in fiscal 2023 after considering the weight of the positive evidence,
including the cumulative income position in the three most recent years and forecasts
for a sustained level of future taxable income was sufficient to overcome the weight of
the negative evidence during the year ended December 31, 2023. We also note that
you consider of all available evidence using a “more likely than not” standard
including but not limited to the nature, frequency and severity of recent losses,
forecasts of future profitability, the duration of statutory carryforward periods, your
experience with unused tax attributes expiring and tax planning alternatives. Please
provide us, and revise future disclosures here or in critical accounting policies in 1.

November 12, 2024
Page 2
MD&A to provide, a more specific and comprehensive analysis of your assessment of
the realizability of your deferred tax assets as of December 31, 2023.  Your analysis
should include but not necessarily be limited to the following:
•Clarify your disclosure that you achieved cumulative income position in the U.S.
in the three most recent years in light of the tabular disclosures on the top of page
52;
•Quantify the projected taxable income and the time periods over which it will be
required to be generated for you to fully utilize your deferred tax assets;
•Describe the nature of any tax planning strategies, including any uncertainties,
risks and assumptions associated with those strategies;
•Discuss all the positive and negative evidence you considered and how such
evidence was weighted; and
•Discuss any other significant estimates and assumptions used in your analysis.
Please refer to ASC 740-10-30-16 through 25, ASC 740-10-55-39 through 48, and
ASC 740-10-55-120 through 123 for guidance.
Note 16. Segment Reporting, page 63
2.Please revise the note in future filings to reconcile your reportable segments' measures
of profit or loss (i.e., segment operating income (loss)) to your consolidated income
before taxes and discontinued operations as required by ASC 280-10-50-30(b).
Form 8-K filed on March 4, 2024
Exhibit 99.1
Appendix A: Reconciliation of GAAP to Non-GAAP Financial Measures, page 9
3.We note that in determining your non-GAAP measures for the three months and for
the year ended December 31, 2022, you adjust for (i) an inventory charge relating to
decrease demand in the Industrial Automation segment, and (ii) executive transition
costs.  The adjustments to your non-GAAP financial measures for inventory and
executive transition costs appear to be normal operating expenses necessary to operate
your business. As such, these adjustments are inconsistent with Question 100.01 of
the Non-GAAP Financial Measures Compliance & Disclosure Interpretations. Please
revise your non-GAAP measures in future filings to remove these adjustments.
We note your non-GAAP adjustments labelled "tax valuation allowance" reflected in
your Adjusted net income measure presented for the reported periods in fiscal years
2023 and 2022, and that the amounts mirror exactly the change in valuation allowance
presented in the Income Tax note to your financial statements on page 52 of your
Form 10-K for the year ended December 31, 2023. Please address the following:

•Clearly describe to us in detail what the adjustments represent and your reasons
for excluding the changes in your tax valuation allowances from the measure.
•Tell us why management believes the adjustments are meaningful and
appropriate.
Explain to us how you determined that your evaluation of the positive and •4.

November 12, 2024
Page 3
negative evidence to support realizability would be different on a non-GAAP
basis such that excluding the changes in the GAAP tax valuation allowance would
be appropriate.
•Tell us why the adjustments are consistent with Questions 100.01 and 102.11 of
the Non-GAAP Financial Measures Compliance & Disclosure Interpretations.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Ernest Greene at 202-551-3733 or Martin James at 202-551-3671 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Aneezal Mohamed, Chief Legal Officer

June 5, 2019
C. Timothy Trenary
Chief Financial Officer
Commercial Vehicle Group, Inc.
7800 Walton Parkway
New Albany, Ohio 43054
Re:Commercial Vehicle Group, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 11, 2019
File No. 001-34365
Dear Mr. Trenary:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
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		Document

June 3, 2019

Correspondence Filing Via Edgar

United States Securities and Exchange Commission

Office of Global Security Risk

100 F Street, N.E.

Washington, DC  20549

Attention:    Beverly Singleton

Claire Erlanger

Re:     Commercial Vehicle Group, Inc.

Form 10-K for the Year Ended December 31, 2018

Filed March 11, 2019

File No. 001-34365

Commercial Vehicle Group, Inc. (the “Company”) has received the comment letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated May 21, 2019, with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed March 11, 2019 (the “Form 10-K”).

Below are the Company’s responses.  For the convenience of the Staff, the Company has repeated each of the Staff’s comments before the corresponding response.

Form 10-K for the Year Ended December 31, 2018

Note 2. Significant Accounting Policies, page 49

1.

 We note your disclosure at the top of page 50 that inventories are valued at the lower of first-in, first-out cost or market. Please tell us, and revise to disclose, how your measurement of inventory conforms to the requirements in ASC 330-10-35-1B which indicates that inventory measured using any method other than LIFO or the retail inventory method (for example, inventory measured using first-in, first-out (FIFO) or average cost) shall be measured at the lower of cost and net realizable value. See Accounting Standards Update No. 2015-11.

Response:

COMMERCIAL VEHICLE GROUP, INC.

7800 Walton Parkway | New Albany, OH  43054 | 614.289.5360 | www.cvgrp.com

Page 2 of 2

We account for our inventory under the first-in first-out method and have applied the guidance in Accounting Standards Update No. 2015-11 since adoption on January 1, 2017. Set forth below is the revised disclosure the Company will make in future filings:

Inventories - Inventories are valued at the lower of first-in, first-out cost or market and are measured at the lower of cost or net realizable value. Inventory quantities on-hand are regularly reviewed and when necessary provisions for excess and obsolete inventory are recorded based primarily on our estimated production requirements, taking into consideration expected market volumes and future potential use.

Note 10. Segment Reporting and Geographic Locations, page 63

2.

 We note from your disclosure on page 14 that sales to A.B. Volvo, Daimler and PACCAR accounted for approximately 19%, 16% and 11% of your revenue in 2018. Please note that if you have revenues from transactions with any customer that amounts to 10 percent or more of your total revenues, your notes to the financial statements should disclose that fact, the total amount of revenue from each such customer, and the segment reporting the revenue. See guidance in ASC 280-10-50-42. Please revise accordingly. Also, to the extent that your revenue from any country outside the United States is more than 10% of your total revenue, please revise to separate disclose the revenue from that foreign country. See ASC 280-10-50-41.

Response:

As the Staff noted, the Company has previously disclosed revenues from customers in excess of 10 percent for A.B. Volvo, Daimler and PACCAR on page 14 of our Form 10-K. Set forth below is the revised disclosure the Company will include in the footnotes to the consolidated financial statements in future filings:

Sales to A.B. Volvo, Daimler and PACCAR, which are included in both reporting segments, have been in excess of 10 percent of total Company revenues in each of the years ended December 31, 2018, 2017 and 2016. No other customers exceed 10% of the Company’s revenues in any period presented. The following table presents revenue from the above mentioned customers as a percentage of total revenue for the years ended December 31:

 2018

 2017

 2016

A.B. Volvo

 19%

 17%

 17%

Daimler

 16%

 16%

 15%

PACCAR

 11%

 10%

 10%

We do not have revenues in excess of 10 percent of our total revenue from any country outside of the United States.

COMMERCIAL VEHICLE GROUP, INC.

7800 Walton Parkway | New Albany, OH  43054 | 614.289.5360 | www.cvgrp.com

Page 3 of 3

Note 17. Quarterly Financial Data (Unaudited), page 73

3.

 Please revise to include disclosure of any unusual or infrequently occurring items recognized in each full quarter within the two most recent fiscal years that have effected your results such as income tax adjustments due to the TCJA, restructuring charges, impairments, etc. See Item 302(A)(a)(3) of Regulation S-K.

Response:

Set forth below is the revised disclosure the Company will make in future filings:

The following is a condensed summary of quarterly results of operations for 2018 and 2017:

 Revenues

 Gross Profit

 Operating Income 2

 Net Income (Loss) 2, 3

 Basic Earnings (Loss) Per Share

 Dilutive Earnings (Loss) Per Share 1

2018:

First

 $

 215,734

 $

 30,823

 $

 15,276

 $

 9,853

 $

 0.33

 $

 0.32

Second

 $

 233,391

 $

 35,585

 $

 20,909

 $

 13,195

 $

 0.44

 $

 0.43

Third

 $

 225,010

 $

 32,177

 $

 16,243

 $

 12,583

 $

 0.42

 $

 0.41

Fourth

 $

 223,602

 $

 30,267

 $

 14,445

 $

 8,881

 $

 0.29

 $

 0.29

2017:

First

 $

 173,416

 $

 21,405

 $

 4,560

 $

 628

 $

 0.02

 $

 0.02

Second

 $

 195,127

 $

 22,603

 $

 7,578

 $

 131

 $

 —

 $

 —

Third

 $

 198,349

 $

 25,052

 $

 10,693

 $

 4,763

 $

 0.16

 $

 0.16

Fourth

 $

 188,339

 $

 22,658

 $

 8,020

 $

 (7,227

 )

 $

 (0.24

 )

 $

 (0.24

 )

(1)

 See Note 12 in the Form 10-K for discussion on the computation of diluted shares outstanding.

(2)   Costs of approximately $4.0 million, $4.0 million and $2.0 million arising from a labor shortage in our North American wire harness business were incurred in the three  months ended March 30, June 30 and September 30, 2017, respectively. Restructuring charges were incurred of $1.1 million, $0.9 million, $0.4 million and a gain of $0.4 million in the  three months ended March 30, June 30, September 30 and December 31, 2017, respectively.

(3) Upon enactment of the Tax Cuts and Jobs Act of 2017, the Company
recorded related tax expense of $11.2 million in the three months ended December 31, 2017 and a related tax benefit of $4.2 million in the three months ended December 31, 2018.

COMMERCIAL VEHICLE GROUP, INC.

7800 Walton Parkway | New Albany, OH  43054 | 614.289.5360 | www.cvgrp.com

Page 4 of 4

***

The Company respectfully submits that the foregoing is sufficiently responsive to the Staff's comments. If you have any questions, please do not hesitate to contact Aneezal H. Mohamed, General Counsel and Secretary of the Company at 614-289-0326 or via email at Aneezal.Mohamed@cvgrp.com.

Very truly yours,

/s/ C. Timothy Trenary

C. Timothy Trenary

Chief Financial Officer

cc:    Patrick E. Miller, President & Chief Executive Officer

Aneezal H. Mohamed, General Counsel and Secretary

COMMERCIAL VEHICLE GROUP, INC.

7800 Walton Parkway | New Albany, OH  43054 | 614.289.5360 | www.cvgrp.com

May 21, 2019
C. Timothy Trenary
Chief Financial Officer
Commercial Vehicle Group, Inc.
7800 Walton Parkway
New Albany, Ohio 43054
Re:Commercial Vehicle Group, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 11, 2019
File No. 001-34365
Dear Mr. Trenary:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2018
Note 2. Significant Accounting Policies, page 49
1.We note your disclosure at the top of page 50 that inventories are valued at the lower of
first-in, first-out cost or market. Please tell us, and revise to disclose, how your
measurement of inventory conforms to the requirements in ASC 330-10-35-1B which
indicates that inventory measured using any method other than LIFO or the retail
inventory method (for example, inventory measured using first-in, first-out (FIFO) or
average cost) shall be measured at the lower of cost and net realizable value.  See
Accounting Standards Update No. 2015-11.
Note 10. Segment Reporting and Geographic Locations, page 63
2.We note from your disclosure on page 14 that sales to A.B. Volvo, Daimler and PACCAR
accounted for approximately 19%, 16% and 11% of your revenue in 2018.  Please note
that if you have revenues from transactions with any customer that amounts to 10 percent

 FirstName LastNameC. Timothy Trenary
 Comapany NameCommercial Vehicle Group, Inc.
 May 21, 2019 Page 2
 FirstName LastName
C. Timothy Trenary
Commercial Vehicle Group, Inc.
May 21, 2019
Page 2
or more of your total revenues, your notes to the financial statements should disclose that
fact, the total amount of revenue from each such customer, and the segment reporting the
revenue.  See guidance in ASC 280-10-50-42.  Please revise accordingly.  Also, to the
extent that your revenue from any country outside the United States is more than 10% of
your total revenue, please revise to separate disclose the revenue from that foreign
country.  See ASC 280-10-50-41.
Note 17. Quarterly Financial Data (Unaudited) , page 73
3.Please revise to include disclosure of any unusual or infrequently occurring items
recognized in each full quarter within the two most recent fiscal years that have effected
your results such as income tax adjustments due to the TCJA, restructuring charges,
impairments, etc.  See Item 302(A)(a)(3) of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Beverly Singleton at (202) 551-3328 or Claire Erlanger at (202) 551-
3301 with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

Mailstop 4628

January 20, 2016

Via E -mail
Richard P. Lavin
President and Chief Executive Officer
Commercial Vehicle Group, Inc.
7800 Walton Parkway
New Albany, Ohio 43054

Re: Commercial Vehicle Group, Inc.
 Form 10 -K for the Fiscal Year Ended December 31, 2014
Filed March 16, 2015
File No. 1 -34365

Dear Mr. Lavin:

We refer you to our comment letter dated December 22, 2015, regarding business
contacts with Sudan and Syria.  We have completed our review of this subject matter.  We
remind you that our comments or changes to disclosure in response to our comments do not
foreclose the Commission from taking any action with respect to the company or the filing and
the comp any may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.  We urge all
persons who are responsible for the accuracy and adequacy of the disclosure in t he filing to be
certain that the filing includes the information the Securities Exchange Act of 1934 and all
applicable rules require.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Anne Nguyen Parker
  Assistant Director
 Divis ion of Corporation Finance

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January 20, 2016

Correspondence Filing Via Edgar

United States Securities and Exchange Commission

Office of Global Security Risk

100 F Street, N.E.

Washington, DC  20549

Attention:    Cecilia Blye, Chief, Office of Global Security Risk

Pradip Bhaumik, Special Counsel

Re:     Commercial Vehicle Group, Inc.

Form 10-K for the Year Ended December 31, 2014

Filed March 16, 2015

File No. 1-34365

Ladies and Gentlemen:

     Commercial Vehicle Group, Inc. (the “Company”) has received the comment letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated December 22, 2015, with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed March 16, 2015.

     Below are the Company’s responses.  For the convenience of the Staff, the Company has repeated each of the Staff’s comments before the corresponding response.

Form 10-K for the Year Ended December 31, 2014

General

1.

 You state on page 69 that in 2014, A.B. Volvo and Daimler Trucks accounted for 10%   and 15%, respectively, of your consolidated revenues.  We are aware of publicly available information indicating the Volvo and Daimler vehicles are manufactured, assembled and/or sold in Sudan and/or Syria, countries which are designated as state sponsors of terrorism by the State Department and are subject to U.S. economic sanctions and export controls.  You do not include disclosure about any contacts with Sudan or Syria.  Please describe to us the nature and extent of any past, current and anticipated contacts with Sudan and Syria, whether through direct or indirect arrangements.  Your response should describe any products, technology and services you have provided into Sudan and Syria, directly or indirectly, and any agreements, arrangements or other contacts you have had with the governments of Sudan and Syria or entities they control.

COMMERCIAL VEHICLE GROUP, INC.

7800 Walton Parkway | New Albany, OH  43054 | 614.289.5360 | www.cvgrp.com

Response:

The Company has not in the past, to its knowledge, directly or indirectly provided any sales of products, technology, and/or services to Sudan or Syria, whether through direct or indirect arrangements, and the Company does not anticipate doing so while these countries are designated as state sponsors of terrorism by the Department of State or subject to U.S. economic sanctions and export controls.  In addition, the Company has not in the past, to its knowledge, had any agreements, arrangements, or other contacts with the governments of those countries or entities controlled by those governments, and the Company does not anticipate doing so while these countries are designated as state sponsors of terrorism or subject to United States economic sanctions and export controls.

2.

 Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, and whether the contacts constitute a material investment risk for your security holders.  You should address materiality in quantitative terms, including the approximate dollar amounts of any revenues, assets and liabilities associated with Sudan and Syria for the last three fiscal years and the subsequent interim period.  Also, address materiality in terms of qualitative factors that the reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value.  Various state and municipal governments, universities and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism.  You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.

Response:

As described in response to Comment 1, the Company is unaware of any contacts with Sudan or Syria.  For each of these countries for the 2012, 2013 and 2014 fiscal years, and for the subsequent interim period, the Company, to its knowledge, has not received  revenue, has no assets in such countries and has no liabilities associated with such countries.

***

As requested by the Staff, the Company acknowledges that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

COMMERCIAL VEHICLE GROUP, INC.

7800 Walton Parkway | New Albany, OH  43054 | 614.289.5360 | www.cvgrp.com

If you have any questions regarding these matters, please do not hesitate to contact Aneezal H. Mohamed, Vice President, Interim General Counsel and Assistant Secretary of the Company at 614-289-0326.

Very truly yours,

/s/ C. Timothy Trenary

C. Timothy Trenary

Chief Financial Officer

cc:    Patrick E. Miller, President & Chief Executive Officer

Aneezal H. Mohamed, Vice President, Interim General Counsel and Assistant Secretary

COMMERCIAL VEHICLE GROUP, INC.

7800 Walton Parkway | New Albany, OH  43054 | 614.289.5360 | www.cvgrp.com

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January 4, 2016

Via EDGAR

Ms. Cecilia Blye

Chief, Office of Global Security Risk

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:    Commercial Vehicle Group, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2014

Filed March 16, 2015

File No. 1-34365

Dear Ms. Blye:

Commercial Vehicle Group, Inc. (the “Company”) hereby advises the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) that the Company has received the Staff's letter dated December 22, 2015 (the “Comment Letter”), regarding the Commission's review of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014. The Comment Letter requests that the Company respond within ten (10) business days from the date thereof, or inform the Staff of when the Company would provide a response. The Company respectfully requests an extension of an additional (10) business days until January 21, 2016 in order to complete the necessary due diligence to respond to the Comment Letter.

Thank you for your consideration of our request for an extension. If you have any questions, please do not hesitate to call me at (614) 289-0326.

Very truly yours,

/s/ Aneezal H. Mohamed

Aneezal H. Mohamed

Vice President, Interim General Counsel & Assistant Secretary

cc: Pradip Bhaumik, Special Counsel, Securities and Exchange Commission

      C. Timothy Trenary, Chief Financial Officer, Commercial Vehicle Group, Inc.

7800 Walton Parkway / New Albany, OH / 43054 / 614.289.5360

Mailstop 4628

December 22 , 2015

Via E -mail
Richard P. Lavin
President and Chief Executive Officer
Commercial Vehicle Group, Inc.
7800 Walton Parkway
New Albany, Ohio 43054

Re: Commercial Vehicle Group, Inc.
 Form 10 -K for  the Fiscal Year Ended December 31, 2014
Filed March 16 , 2015
File No. 1 -34365

Dear Mr. Lavin :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments, we ask you to provide us with informati on so we may better
understand your disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your fact s and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

General

1. You state on page 69 that in 2014, A.B. Volvo and Daimler Trucks accounted for 19%
and 15%, respect ively, of your consolidated revenues.  We are aware of publicly
available informatio n indicating that Volvo and Daimler vehicles are manufactured,
assembled and/or sold in Sudan and/or Syria, countries which are designated as state
sponsors of terrorism by  the State Department  and are subject to U.S. economic sanctions
and expor t controls.   You do  not include disclosure about any contacts with Sudan  or
Syria.   Please describe to us the nature and extent of any past, current  and anticipated
contacts with Sudan and  Syria, whether through direct or indirect arrangements .  Your
response should describe any products, tec hnology and  services you have provided into
Sudan and Syria, directly or indirectly, and any agreements, arrangements  or other
contacts you ha ve had with th e governments of Sudan and Syria  or entities they control.

Richard P. Lavin
Commercial Vehicle Group, Inc.
December 22 , 2015
Page 2

2. Please discuss the materiality of any contacts with Sudan and Syria you describe in
response to the comment above, and whether the contacts constitute a material
investment risk for  your security holders.   You should address materiality in quantitative
terms, including the approximate dollar amounts of any revenues, assets and liabilities
associated with Sudan and Syria for the last three fiscal years and the subsequent interim
perio d.  Also, address materiality in terms of qualitative factors that a reasonable investor
would deem important in making an investment decision, including the potential impact
of corporate activities upon a company’s reputation and share value.   Various sta te and
municipal governments, universities and other investors have proposed or adopted
divestment or similar initiatives regarding investment in companies that do business with
U.S.-designated state sponsors of terrorism.   You should address the potential  impact of
the investor sentiment evidenced by such actions directed toward companies that have
operations associated with Sudan and Syria.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to  be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are respon sible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in  the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated b y
the Commission or any person under the federal securities laws of the United States.

You may contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 or me at (202)
551-3470 if you have any questions about the comments or our review.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc:  Anne Nguyen Parker
  Assistant Director
 Division of Corporation Finan ce

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        October 22, 2012

Via E-mail
Mr. Chad M. Utrup
Chief Financial  Officer
Commercial Vehicle Group , Inc.
7800 Walton Parkway
New Albany, Ohio 43054

Re: Commercial Vehicle Group , Inc.
 Form 10-K for the year ended December 31, 201 1
Filed  March 13, 2012
 File No.  001-34365

Dear  Mr. Utrup :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the di sclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

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CORRESP

 300 North LaSalle

 Chicago, Illinois 60654

 Dennis M. Myers, P.C.

 To Call Writer Directly:

 (312) 862-2232

dennis.myers@kirkland.com

 (312) 862-2000

 www.kirkland.com

 Facsimile:

 (312) 862-2200

 October 16, 2012

 Via EDGAR Submission

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attn:
Linda Cvrkel

Heather Clark

Jean Yu

Re:
Commercial Vehicle Group, Inc.

Form 10-K for the year ended December 31, 2011

Filed March 13, 2012

(File
No. 001-34365)

 Ladies and Gentlemen:

On behalf of Commercial Vehicle Group, Inc., a Delaware corporation (the “Company”), please find below the
Company’s responses to the comment letter to Chad M. Utrup, dated October 3, 2012, from the Staff of the United States Securities and Exchange Commission (the “Staff”), regarding the Company’s Form 10-K for the year
ended December 31, 2011 (the “Form 10-K”). The Company’s responses below correspond to the captions and numbers of those comments (which are reproduced below in italics). Unless otherwise indicated, capitalized terms used
below have the meanings assigned to them in the Form 10-K.

 Annual Report on Form 10-K for the year ended December 31, 2011

 Management’s Discussion and Analysis of Financial Condition and Results of Operation, page 40; Results of Operations, page 45

1.
To assist readers with better understanding your results of operations, please describe the cost components (e.g. depreciation, rent, salaries, etc.) that comprise
cost of revenues and selling, general, and administrative costs as it is unclear from your current disclosures. Refer to Item 303(A)(3)(i) of Regulation S-K.

Hong Kong

London

Los Angeles

Munich

New York

Palo Alto

San Francisco

Shanghai

Washington, D.C.

 Securities and Exchange Commission

 October 16, 2012

  Page
 2

 Response: The Company acknowledges the Staff’s comments. The cost of
revenues and selling, general and administrative cost components are described below.

 Cost of revenues primarily consists of
raw materials and purchased components for our products, wages and benefits for our employees and other overhead expenses such as manufacturing supplies, rent and utilities costs related to our operations.

Selling, general and administrative expenses primarily consists of wages and benefits and other overhead expenses such as marketing,
travel, legal, audit, rent and utilities costs which are not directly or indirectly associated with the manufacturing of our products.

 In accordance with Item 303(A)(3)(i) of Regulation S-K, the Company will include a discussion of the cost components of cost of revenues and selling, general and administrative expenses in
Management’s Discussion and Analysis of Financial Condition and Results of Operations in future filings.

 Set forth below
are the revised disclosures, if applicable, which the Company intends to include in future filings:

 Cost of Revenues.
Cost of revenues consists primarily of raw materials and purchased components for our products, wages and benefits for our employees and other overhead expenses such as manufacturing supplies, rent and utilities costs related to our operations. Cost
of revenues increased approximately $xxx.x million, or xx.x%, to $xxx.x million for the year ended December 31, 20xx from $xxx.x million for the year ended December 31, 20xx. This increase was primarily driven by the increase in raw
material and purchased components costs of $xxx.x million, an increase in wages and benefits costs of $xxx.x million and an increase in other overhead costs of $xxx.x million.

 Selling, General and Administrative Expenses. Selling, general and administrative expenses consists primarily of wages and benefits and other overhead expenses 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 costs increased $xx.x million, or xx.x%, to $xx.x million for the year ended
December 31, 20xx from $xx.x million for the year ended December 31, 20xx. This increase resulted primarily from increased wages and benefits costs of $xx.x million and increased marketing and travel of $xx.x million.

 Securities and Exchange Commission

 October 16, 2012

  Page
 3

 Year Ended December 31, 2011 Compared to Year Ended December 31, 2010, page 46

2.
We note your results of operations section includes a discussion of revenues and gross profit. Please revise to include a separate discussion and analysis for cost
of revenues (rather than just gross profit). Because gross profit is impacted by both revenues and cost of revenues, we believe a separate discussion is appropriate and meaningful to investors as it provides added clarity and context for the year
over year change in gross profit/margin.

 Response: The Company acknowledges the Staff’s
comments. In accordance with Item 303(A)(3)(i) of Regulation S-K, the Company will include a separate discussion of cost of revenues in Management’s Discussion and Analysis of Financial Condition and Results of Operations in future
filings.

 Please see the Company’s response to comment 1 above for the revised disclosure the Company intends to include
in future filings.

 Financial Statements, page 56

 Notes to Consolidated Financial Statements, page 62

 6. Other Assets, page 70

3.
Please tell us and revise to disclose the nature of deferred compensation and long-term supply contracts as it is not apparent from your notes to the financial
statements. As part of your response, please describe how such amounts are accounted for and recognized within the financial statements.

 Response: The Company acknowledges the Staff’s comment.

Deferred Compensation. We implemented the Deferred Compensation Plan (the “Deferred Plan”) in 2006 for certain executive
officers and employees. The Deferred Plan allows for pre-tax deferrals of compensation and provides for the assets to accumulate on a tax-deferred basis for the purpose of supplementing retirement income. Eligible participants may defer up to 80% of
their base salary and/or up to 100% of their eligible bonus as well as amounts equal to any refund they receive from the tax-qualified 401(k) Plan due to discrimination testing. We match deferrals at the rate of 50% on the first 6% of the
participant’s total cash compensation.

 The Company has elected to utilize Corporate Owned Life Insurance
(“COLI”) as a financing strategy to offset the costs associated with the Deferred Plan. We account for the Deferred Plan under ASC 710 Compensation-General. The deferred compensation

 Securities and Exchange Commission

 October 16, 2012

  Page
 4

long-term asset consists of the cash surrender value of life insurance on a group of the Company’s highly-compensated employees. The asset is adjusted for changes in the cash surrender value
of the life insurance policies on a monthly basis, with the gain or loss recorded through operating income in accordance with ASC 325-30 Investment in Insurance Contracts.

 Long-Term Supply Contracts. The Company capitalized design and development costs incurred in connection with certain long-term supply contracts. The Company followed the guidance under ASC
340-10-05 to capitalize costs associated with a new seat design to be sold under these long-term supply contracts. The asset is amortized as the seats are sold, with the expense recorded through cost of revenues.

During the first quarter of 2012, the Company determined that the capitalization of the design and development costs was not in
accordance with ASC 340-10-05 as the complete and exact reimbursement of the costs was not specifically identified or contractually guaranteed. Moreover, the Company capitalized the costs under an informal understanding with the customer that it
would be reimbursed through seat sales under the long-term contract because it is not industry standard with the Company’s customers to include such precise reimbursement provisions in long-term contracts. The Company evaluated the impact of
the error on past and future periods under ASC 250 (formerly SAB 99 and SAB 108) and determined the impact to be immaterial.

As the Company deems both the deferred compensation and the long-term supply contract balances to be immaterial to the financial
statements as a whole, the Company does not intend to provide additional disclosure regarding the nature of the accounts in future filings.

9. Debt, page 72

4.
We note that the senior secured notes issued in April 2011 provide for the payment of a make-whole premium in the event that they are redeemed prior to certain
future dates. Please tell us in greater detail the terms of the make whole provision and what, if any, accounting recognition was required within the financial statements. If the make whole provision did not result in an accounting consequence,
please explain why. As part of your response, please provide the authoritative accounting guidance used in determining the appropriate treatment. Assuming a satisfactory response, please expand your footnote disclosure to discuss the accounting
treatment (or lack thereof) with respect to the make-whole premium.

 Securities and Exchange Commission

 October 16, 2012

  Page
 5

 Response: The Company acknowledges the Staff’s comments. The terms of
the make whole provision in the indenture governing the 7.875% senior secured notes issued in April 2011 (the “7.875% notes”) permits the Company to redeem the 7.875% notes prior to April 15, 2014, which is the first date that the
Company may redeem the 7.875% notes under the optional redemption provisions of the indenture, by making a one-time payment equal to the principal amount of the notes, plus a make-whole premium (the “Applicable Premium”) that is derived
from the present value of the first optional redemption price and the future interest payments that will not be made because of the early redemption. The Applicable Premium is calculated as the greater of:

(1) 1.0% of the principal amount of the notes and

 (2) the excess of

 (a) the present value of

(i)
the redemption price of the notes at April 15, 2014, plus

(ii)
all required interest payments on the notes through April 15, 2014, computed using a discount rate equal to the Treasury Rate plus 50 basis points, over

 (b) the principal amount on the notes.

The Company did not bifurcate the make-whole premium (the “Issuer Call Option”) from the underlying debt instrument based on
its evaluation of the economic characteristics and risks in accordance with ASC 815-15-25-1.

 Given that: (1) the Issuer
Call Option is not contingently exercisable, (2) the investor will recover substantially all of its initial investment and (3) the Company holds the right to accelerate the settlement, the Issuer Call Option is considered clearly and
closely related to the 7.875% Notes and is not required to be bifurcated from the host contract and accounted for separately.

Set forth below is additional disclosure which the Company will include in future filings to clarify the accounting treatment of the
make-whole premium.

 We evaluated the make-whole premium under ASC 815-15 and determined that the premium is not required to
be bifurcated from the 7.875% notes and accounted for as a separate derivative instrument.

 Securities and Exchange Commission

 October 16, 2012

  Page
 6

 11. Income Taxes, page 77

5.
We note from your disclosure on page 80 that deferred taxes have not been provided on unremitted earnings of certain foreign subsidiaries that arose in fiscal years
ending on or before December 31, 2011. Please tell us and revise your notes to the financial statements to disclose the amount of undistributed earnings of foreign subsidiaries as of December 31, 2011 and whether such amounts are
considered permanently reinvested.

 Response: The Company acknowledges the Staff’s
comment. As of December 31, 2011 undistributed earnings from foreign affiliates amounted to approximately $29.8 million. The Company does not intend to repatriate these funds and asserts under ASC 740-30 that these funds are permanently
reinvested.

 Set forth below is additional footnote disclosure, if applicable, which the Company intends to include in future
filings.

 For the year ended December 31, 20xx, undistributed earnings from our foreign affiliates were approximately
$xx.x million. We do not intend to repatriate these funds and consider these funds to be permanently reinvested in accordance with ASC 740-30.

6.
Further, please tell us the amount of cash held by foreign subsidiaries. If material, revise your liquidity section to disclose (1) the amount of cash and short
term investments held by foreign subsidiaries; (2) a statement that the company would need to accrue and pay taxes if repatriated and; (3) a statement that the company does not intend to repatriate the funds, if true.

 Response: The Company acknowledges the Staff’s comment. As of December 31, 2011 cash
and cash equivalents in the amount of approximately $17.8 million were held by foreign subsidiaries.

 Set forth below is
additional footnote disclosure, if applicable, which the Company intends to include in future filings:

 As of
December 31, 20xx cash of approximately $xx.x million were held by foreign subsidiaries. If we were to repatriate any portion of these funds back to the U.S., we would need to accrue and pay the appropriate withholding and income taxes on
amounts repatriated. We do not intend to repatriate funds held by our foreign affiliates, but intend to use the cash to fund the growth of our foreign operations.

 Securities and Exchange Commission

 October 16, 2012

  Page
 7

 *****

 We hope that the foregoing has been responsive to the Staff’s comments. Should you have any questions relating to any of the foregoing, please feel free to contact the undersigned at
(312) 862-2232 or Elisabeth M. Martin at (312) 862-3055.

 Sincerely,

 /s/ Dennis M. Myers

 Dennis M. Myers, P.C.

cc:
Mr. Chad M. Utrup

 Commercial Vehicle Group, Inc.

 COMMERCIAL VEHICLE GROUP, INC.

7800 Walton Parkway

New Albany, Ohio 43054

 October 16, 2012

 Via EDGAR Submission

Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Attention:
Linda Cvrkel

Heather Clark

Jean Yu

Re:
Commercial Vehicle Group, Inc. (the “Company”)

Form 10-K for the year ended December 31, 2011

Filed March 13, 2012

(File No. 001-34365)

 Ladies and
Gentlemen:

 In connection with the Company’s responses to the comment letter to Chad M. Utrup, dated October 3,
2012, from the staff of the Securities and Exchange Commission (the “Commission”), regarding the Company’s Form 10-K for the year ended December 31, 2011 (the “filing”), the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 Please call Elisabeth M. Martin of Kirkland & Ellis LLP, special counsel to the
Company, at (312) 862-3055 with any questions relating to the foregoing.

 Very truly yours,

 COMMERCIAL VEHICLE GROUP, INC.

 By:

 /s/ Chad M. Utrup

 Name:

Chad M. Utrup

 Its:

Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        October 3 , 2012

Via E-mail
Mr. Chad M. Utrup
Chief Financial  Officer
Commercial Vehicle Group , Inc.
7800 Walton Parkway
New Albany, Ohio 43054

Re: Commercial Vehicle Group , Inc.
 Form 10-K for the year ended December 31, 201 1
Filed  March 13, 2012
 File No.  001-34365

Dear  Mr. Utrup :

We have reviewed your filings and have the following comments.  In some of our comments,
we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by confirming that you will revise your
document in future filings and by prov iding the requested information .  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may have
additional comments.

Annual Report on Form 10 -K for the year ended December 31, 2011

Management’s Discussion and Analysis of Financial Condition and Results of Operation, page
40
Results of Operations, page 45

1. To assist readers with better understanding your results of operations, please describe  the
cost components (e.g. depreciation, rent, salaries, etc.) that comprise cost of revenues and
selling, general, and administrative costs as it is unclear from your curr ent disclosures.
Refer to Item 303(A)(3)(i) of Regulation S -K.

Year Ended December 31, 2011 Compared to Year Ended December 31, 2010, page 46

2. We note your results of operations section includes a discussion of revenues and gross
profit.  Please revise t o include a separate discussion and analysis for cost of revenues

Mr. Chad M. Utrup
Commercial Vehicle Group, Inc.
October 3, 2012
Page 2

 (rather than just gross profit).  Because gross profit is impacted by both revenues and cost
of revenues, we believe a separate discussion is appropriate and meaningful to investors
as it pr ovides added clarity and context for the year over year change in gross
profit/margin.

Financial Statements, page 56
Notes to Consolidated Financial Statements, page 62
6. Other Assets, page 70

3. Please tell us and revise to disclose the nature of deferre d compensation and long -term
supply contracts as it is not apparent from your notes to the financial statements.  As part
of your response, please describe how such amounts are accounted for and recognized
within the financial statements.

9. Debt, page 72

4. We note that the senior secured notes issued in April 2011 provide for the payment of a
make -whole premium in the event that they are redeemed prior to certain future dates.
Please tell us in greater detail the terms of the make whole provision and what , if any,
accounting recognition was required within the financial statements.  If the make whole
provision did not result in an accounting consequence, please explain why.  As part of
your response, please provide the authoritative accounting guidance use d in determining
the appropriate treatment.  Assuming a satisfactory response, please expand your footnote
disclosure to discuss the accounting treatment (or lack thereof) with respect to the make
whole premium.

11.  Income Taxes, page 77

5. We note from yo ur disclosure on page 80 that deferred taxes have not been provided on
unremitted earnings of certain foreign subsidiaries that arose in fiscal years ending on or
before December 31, 201 1.  Please tell us and revise your notes to the financial
statements t o disclose the amount of undistributed earnings of foreign subsidiaries as of
December 31, 2011 and whether such amounts are considered permanently reinvested.

6. Further, please tell us the amount of cash held by foreign subsidiaries.  If material, revise
your liquidity section to disclose (1) the amount of cash and short term investments held
by foreign subsidiaries; (2) a statement that the company would need to accrue and pay
taxes if repatriated and; (3) a statement that the company does not intend to re patriate the
funds, if true.

Mr. Chad M. Utrup
Commercial Vehicle Group, Inc.
October 3, 2012
Page 3

  We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

You may contact Heather Clark at 202 -551-3624 or Jean Yu at 202 -551-3305 if you have
questions regarding comments on the financial statements and related matters.  Please contact me
at 202 -551-3813 with any other questions.

Sincerely,

 /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

November 23, 2010

Mervin Dunn President and Chief Executive Officer Commercial Vehicle Group, Inc. 7800 Walton Parkway New Albany, OH 43054
Re: Commercial Vehicle Group, Inc.  Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 12, 2010 Definitive Proxy Statement on Schedule 14A Filed April 2, 2010 File No. 001-34365
 Dear Mr. Dunn:
We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,
   Max A. Webb
Assistant Director

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COMMERCIAL VEHICLE GROUP, INC.

7800 Walton Parkway

New Albany, OH 43054

November 23, 2010

VIA EDGAR AND FEDERAL EXPRESS

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Max A. Webb

Sonia Bednarowski

    Re:

    Commercial Vehicle Group, Inc. (the “Company”)

Form 10-K for the Fiscal Year Ended December 31, 2009

Filed March 12, 2010

Definitive Proxy Statement on Schedule 14A

Filed April 2, 2010

(File No. 001-34365)

Ladies and Gentlemen:

          In connection with the Company’s responses to the comment letter to Mervin Dunn, dated
November 18, 2010, from the Staff of the Securities and Exchange Commission (the
“Commission”), regarding the Company’s Annual Report on Form 10-K for the year ended
December 31, 2009 and the Company’s Definitive Proxy Statement on Schedule 14A, filed with the
Commission on April 2, 2010 (collectively, the “filings”), the Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in
the filings;

    •

    Staff comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

    •

    the Company may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

          Please call Dennis M. Myers of Kirkland & Ellis LLP, special counsel to the Company, at (312)
862-2232 with any questions relating to the foregoing.

    Very truly yours,

COMMERCIAL VEHICLE GROUP, INC.

    By:
    /s/ Chad M. Utrup

    Name:
    Chad M. Utrup

    Its: Chief Financial Officer

cc:    Dennis Myers

-2-

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    300 North LaSalle Street

Chicago, Illinois 60654

    Dennis M. Myers, P.C.

    To Call Writer Directly:

    (312) 862-2000

    Facsimile:

    (312) 862-2232

    (312) 862-2200

    dennis.myers@kirkland.com

    www.kirkland.com

November 19, 2010

Via EDGAR and Federal Express

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attn:

     Max A. Webb

Sonia Bednarowski

    Re:

     Commercial Vehicle Group, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2009

Filed March 12, 2010

Definitive Proxy Statement on Schedule 14A

Filed April 2, 2010

(File No. 001-34365)

Ladies and Gentlemen:

     On behalf of Commercial Vehicle Group, Inc., a Delaware corporation (the “Company”),
and pursuant to the applicable provisions of the Securities Exchange Act of 1934, and the rules and
regulations promulgated thereunder, please find below the Company’s responses to the comment letter
to Mervin Dunn, dated November 18, 2010, from the Staff of the Securities and Exchange Commission
(the “Commission”), regarding the Company’s Annual Report on Form 10-K for the year ended
December 31, 2009 (the “Form 10-K”) and the Company’s Definitive Proxy Statement on
Schedule 14A, filed with the Commission on April 2, 2010. The numbered paragraphs below set forth
the Staff’s comments together with the Company’s responses. Unless otherwise indicated,
capitalized terms used below that are not otherwise defined have the meanings assigned to them in
the Form 10-K.

    Hong Kong

    London

    Los Angeles

    Munich

    New York

    Palo Alto

    San Francisco

    Shanghai

    Washington, D.C.

United States Securities and Exchange Commission

November 19, 2010

Page 2

Form 10-K

Risk Factors, page 19

    1.

    Please confirm that in future filings you will remove the last two sentences from the first
paragraph and the last sentence from the second paragraph of this section. You should
disclose all known material risks in this section.

     Response: The Company confirms that in future filings it will remove the last two sentences
from the first paragraph and the last sentence from the second paragraph of this section.

Definitive Proxy Statement on Schedule 14A

Executive Compensation, page 13

Compensation Structure, page 14

    2.

    We note your disclosure on page 14 that you maintain a compensation philosophy that targets
overall compensation for key executives between the 50th and 75th percentile of overall
compensation paid to similarly situated executive officers in general manufacturing companies
of comparable size. Please confirm that in future filings you will identify the companies to
which you benchmark.

     Response: The Company confirms that in future filings it will identify the companies which it
has used to benchmark its key executives’ compensation.

     As requested by the Staff, the Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in
the filings;

    •

    Staff comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

    •

    the Company may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

United States Securities and Exchange Commission

November 19, 2010

Page 3

     We hope that the foregoing has been responsive to the Staff’s comments. Should you have any
questions relating to any of the foregoing, please feel free to contact the undersigned at (312)
861-2232.

    Sincerely,

    /s/ Dennis M. Myers, P.C.

    Dennis M. Myers, P.C.

cc: Chad M. Utrup

November 18, 2010
Mervin Dunn
President and Chief Executive Officer Commercial Vehicle Group, Inc. 7800 Walton Parkway New Albany, OH 43054
Re: Commercial Vehicle Group, Inc.  Form 10-K for Fiscal Year Ended December 31, 2009
Filed March 12, 2010 Definitive Proxy Statement on Schedule 14A Filed April 2, 2010 File No. 001-34365
 Dear Mr. Dunn:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K

 Risk Factors, page 19

1. Please confirm that in future filings you will remove the last two sentences from the first paragraph and the last sentence from the seco nd paragraph of this  section.  You should
disclose all known material risks in this section.

Definitive Proxy Statement on Schedule 14A

Executive Compensation, page 13

Compensation Structure, page 14

Mervin Dunn Commercial Vehicle Group, Inc. November 17, 2010 Page 2

2. We note your disclosure on page 14 that you maintain a compensation philosophy that
targets overall compensation for key executives between the 50
th and 75th percentile of
overall compensation paid to similarly situated executive officers in general
manufacturing companies of comparable size.  Please confirm that in future filings you will identify the companies to which you benchmark.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

Please contact Sonia Bednarowski at (202) 551-3666 or me at (202) 551-3750 with any
other questions.
Sincerely,
     Max A. Webb
Assistant Director

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COMMERCIAL VEHICLE GROUP, INC.

7800 Walton Parkway

New Albany, Ohio 43054

February 2, 2010

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Attention:

    Tarik Gause

         Re:

    COMMERCIAL VEHICLE GROUP, INC. (the “Company”)

Registration Statement on Form S-3

(SEC File No. 333-163276) Originally Filed November 20, 2009

Ladies and Gentlemen:

     The Company hereby requests acceleration of the effective date of its Registration Statement
on Form S-3 (SEC File No. 333-163276), as amended, to 4:00 p.m., Eastern time, on February 4,
2010 or as soon thereafter as possible. In accordance with Rule 461 promulgated under the
Securities Act of 1933, as amended (the “Act”), the Company hereby confirms that it is aware of its
obligations under the Act. In addition, the Company acknowledges that:

    •

    should the Securities and Exchange Commission (the “Commission”) or the staff,
acting pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing;

    •

    the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the
Company from its
full responsibility for the adequacy and accuracy of the disclosure in the filing;
and

    •

    the Company may not assert staff comments and the declaration of effectiveness as a defense in any
proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

     Please call Elisabeth M. Martin of Kirkland & Ellis LLP, special counsel to the Company, at
(312) 862-3055 as soon as the Registration Statement has been declared effective.

    Very truly yours,

    COMMERCIAL VEHICLE GROUP, INC.

    By:

    /s/ Mervin Dunn

    Name:

    Mervin Dunn

    Its:

    President and Chief Executive Officer

-2-

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    300 North LaSalle

    Chicago, Illinois 60654

    Dennis M. Myers, P.C.

    To Call Writer Directly:

    (312) 862-2000

    Facsimile:

    (312) 862-2232

    (312) 862-2200

    dennis.myers@kirkland.com

    www.kirkland.com

January 26, 2010

Via EDGAR Submission

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attn:

    Tarik Gause

Amanda Ravitz

    Re:

    Commercial Vehicle Group, Inc.

Registration Statement on Form S-3

Originally filed November 20, 2009

(SEC File No. 333-163276)

Ladies and Gentlemen:

     This letter is being furnished on behalf of Commercial Vehicle Group, Inc., a Delaware
corporation (the “Company”), in response to the comments raised in your letter dated
January 22, 2010 from Amanda Ravitz of the Staff (the “Staff”) of the Commission to Chad M.
Utrup, Chief Financial Officer of the Company, with respect to the Company’s Registration Statement
on Form S-3 (File No. 333-163276) (the “Registration Statement”). The responses below
correspond to the captions and numbers of those comments (which are reproduced in italics below).
The Company’s responses are as follows:

Exhibit 5.1 - Opinion of Kirkland & Ellis LLP

    1.

    We note your revision in response to prior comment 4. Since counsel’s opinion that the
Guarantees are binding relies upon conclusions as to state law matters, please remove the
statement that counsel does not express or imply any opinion on the laws of Iowa and North
Carolina. Counsel’s statement that it is relying upon other counsel as to state law matters
should be sufficient.

    Response: We will revise the opinion to remove the statement that we do not express
or imply any opinion on the laws of Iowa and North Carolina. The proposed revisions to
Exhibit 5.1 are attached hereto as Annex A.

    Hong Kong

    London

    Los Angeles

    Munich

    New York

    Palo Alto

    San Francisco

    Shanghai

    Washington, D.C.

Securities and Exchange Commission

January 26, 2010

Page 2

Exhibit 5.3 – Shuttleworth & Ingersoll, PLC

    2.

    We note your revision in response to prior comment 10 and counsel’s use of the phrase “and of
which we have no knowledge” in revised text. Please have counsel delete this language.
Counsel may rely on certificates as to matters of fact. As to other matters, counsel must
provide an unqualified opinion as to the matters opined upon, and may not limit its opinion by
a knowledge qualifier.

    Response: Shuttleworth & Ingersoll, PLC will revise the opinion in response to the
Staff’s comment. The proposed revisions to Exhibit 5.3 are attached hereto as Annex
B.

*      *      *      *      *

Securities and Exchange Commission

January 26, 2010

Page 3

     We hope that the foregoing has been responsive to the Staff’s comments. Should you have any
questions relating to any of the foregoing, please feel free to contact the undersigned at (312)
862-2232 or Elisabeth M. Martin at (312) 862-3055.

Sincerely,

/s/
Dennis M. Myers

Dennis M. Myers, P.C.

    cc:

    Mr. Chad M. Utrup, Chief Financial Officer, Commercial Vehicle Group, Inc.

Annex A

Form of Item 5.1 Opinion

Exhibit 5.1

    KIRKLAND & ELLIS LLP

AND AFFILIATED PARTNERSHIPS

    300 North LaSalle

    Chicago, Illinois 60654

    (312) 862-2000

    Facsimile:

    (312) 862-2200

    www.kirkland.com

    January ___, 2010

Commercial Vehicle Group, Inc.

7800 Walton Parkway

New Albany, Ohio 43054

Ladies and Gentlemen:

     We are acting as special counsel to (i) Commercial Vehicle Group, Inc., a Delaware corporation
(the “Company”) and (ii) Trim Systems, Inc., a Delaware corporation, Trim Systems Operating
Corp., a Delaware corporation, National Seating Company, a Delaware corporation, CVS Holdings,
Inc., a Delaware corporation, Sprague Devices, Inc., a Delaware corporation, CVG Management
Corporation, a Delaware corporation, CVG Logistics, LLC, a Delaware limited liability company,
Mayflower Vehicle Systems, LLC, a Delaware limited liability company, Monona Corporation, a
Delaware corporation, CVG CS LLC, a Delaware limited liability company, CVG European Holdings, LLC,
a Delaware limited liability company, CVG Oregon, LLC, a Delaware limited liability company, Monona
(Mexico) Holdings LLC, an Illinois limited liability company, Monona Wire Corporation, an Iowa
corporation, and Cabarrus Plastics, Inc., a North Carolina corporation (collectively, the
“Subsidiary Guarantors”), in connection with the preparation of the Registration Statement
on Form S-3 (such Registration Statement, as amended or supplemented, is hereinafter referred to as
the “Registration Statement”) originally filed with the Securities and Exchange Commission
(the “Commission”) on November 20, 2009 under the Securities Act of 1933, as amended (the
“Securities Act”), by the Company and the Subsidiary Guarantors. In this opinion letter:
(i) Trim Systems, Inc., Trim Systems Operating Corp., National Seating Company, CVS Holdings, Inc.,
Sprague Devices, Inc., CVG Management Corporation, CVG Logistics, LLC, Mayflower Vehicle Systems,
LLC, Monona Corporation, CVG CS LLC, CVG European Holdings, LLC and CVG Oregon, LLC are
collectively referred to as the “Delaware Guarantors,” (ii) Monona (Mexico) Holdings LLC is
also referred to as the “Illinois Guarantor,” (iii) Monona Wire Corporation is also
referred to as the “Iowa Guarantor,” and (iv) Cabarrus Plastics, Inc. is also referred to
as the “North Carolina Guarantor.” The Registration Statement relates to the issuance and
sale from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under
the Securities Act (the “Rules”), of an unspecified amount of (a) shares of the common
stock, par value $0.01 per share (the “Common Stock”), of the Company, (b) debt securities
(the “Debt Securities”) of the Company and (c) guarantees of the Debt Securities by the
Subsidiary Guarantors (the “Guarantees” and together with the Common Stock and the Debt
Securities, the “Securities”) in

    Hong Kong

    London

    Los Angeles

    Munich

    New York

    Palo Alto

    San Francisco

    Shanghai

    Washington, D.C.

KIRKLAND & ELLIS LLP

Commercial Vehicle Group, Inc.

January ___, 2010

Page 2

one or more offerings from time to time on a delayed or continuous basis (the
“Offerings”) for an aggregate amount not to exceed $200,000,000 or such larger amount as
may be permitted to be registered pursuant to Rule 462(b) of the Rules. In addition, the shares of
Common Stock to be registered pursuant to the Registration Statement includes up to 344,014 shares
of Common Stock to be issued pursuant to the Warrant and Unit Agreement, dated as of August 4, 2009
(the “Warrant and Unit Agreement”), between the Company and U.S. Bank, National
Association, as warrant agent and unit agent, and being offered by certain selling stockholders
(the “Warrant Shares”).

     Senior Debt Securities will be issued pursuant to a senior indenture (the “Senior
Indenture”) between the Company, a trustee named therein (the “Trustee”) and, if
applicable, one or more Subsidiary Guarantors. Subordinated Debt Securities will issued pursuant
to a subordinated indenture (the “Subordinated Indenture” and together with the Senior
Indenture, the “Indentures”) between the Company and the Trustee, and, if applicable, one
or more Subsidiary Guarantors.

     In connection with the registration of the Securities, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents, corporate records and
other instruments as we have deemed necessary for the purposes of this opinion, including: (i) the
organizational documents of the Company, the Delaware Guarantors and the Illinois Guarantor, (ii)
minutes and records of the corporate proceedings of the Company, the Delaware Guarantors and the
Illinois Guarantor and (iii) the Registration Statement and the exhibits thereto.

     For purposes of this opinion, we have assumed the authenticity of all documents submitted to
us as originals, the conformity to the originals of all documents submitted to us as copies and the
authenticity of the originals of all documents submitted to us as copies. We have also assumed the
legal capacity of all natural persons, the genuineness of the signatures of persons signing all
documents in connection with which this opinion is rendered, the authority of such persons signing
on behalf of the parties thereto other than the Company, the Delaware Guarantors and the Illinois
Guarantor and the due authorization, execution and delivery of all documents by the parties thereto
other than the Company, the Delaware Guarantors and the Illinois Guarantor. We have not
independently established or verified any facts relevant to the opinion expressed herein, but have
relied upon statements and representations of officers and other representatives of the Company and
others.

     We have also assumed that at the time of the issuance and delivery of each of any Securities
and at the time of issuance, delivery and execution of the instrument evidencing the same:

KIRKLAND & ELLIS LLP

Commercial Vehicle Group, Inc.

January ___, 2010

Page 3

     (i) the Registration Statement and any amendments thereto (including post-effective
amendments) will be effective and will comply with all applicable laws at the time the
Securities are offered or issued as contemplated by the Registration Statement;

     (ii) a prospectus supplement or term sheet (“Prospectus Supplement”) will have
been prepared and filed with the Commission describing the Securities offered thereby and
will comply with all applicable laws;

     (iii) all Securities will be issued and sold in compliance with applicable federal and
state securities laws and in the manner stated in the Registration Statement and the
appropriate Prospectus Supplement;

     (iv) the Securities will be issued and sold in the form and containing the terms set
forth in the Registration Statement, the appropriate Prospectus Supplement and, as
applicable, the appropriate Indenture;

     (v) the Company and all Subsidiary Guarantors will have obtained any legally required
consents, approvals, authorizations and other orders of the Commission and any other
regulatory authorities necessary to issue and sell the Securities being offered and to
execute and deliver each of the Indentures; and

     (vi) a definitive purchase, underwriting or similar agreement (each, a “Purchase
Agreement”) with respect to any Securities offered or issued will have been duly
authorized and validly executed and delivered by the Company, the Guarantors and the other
parties thereto.

     Based upon and subject to the foregoing qualifications, assumptions and limitations and the
further limitations set forth below, we are of the opinion that:

    1.

    The shares of Common Stock to be issued and sold by the Company, when duly authorized by
appropriate corporate action of the Company, and issued, sold and delivered against payment
therefor in accordance with such authorization, the applicable Purchase Agreement and
applicable law and in the manner and for the consideration stated in the Registration
Statement and the applicable Prospectus Supplement, will be validly issued, fully paid and
nonassessable.

    2.

    When, as and if (a) any Debt Securities have been duly authorized and duly established in
accordance with the applicable Indenture and applicable law, (b) the appropriate corporate
action has been taken by the Company to authorize the form, terms, execution and delivery of
such Debt Securities (and any required amendment or supplement to the

KIRKLAND & ELLIS LLP

Commercial Vehicle Group, Inc.

January ___, 2010

Page 4

    applicable Indentures) and (c) the applicable Indenture has been duly executed,
attested, issued and delivered by duly authorized officers, such Debt Securities will
constitute valid and binding obligations of the Company enforceable against the Company in
accordance with their terms.

    3.

    When, as and if (a) any Guarantees of Debt Securities have been duly authorized and duly
approved by each Subsidiary Guarantor, as applicable in accordance with applicable law, (b)
the appropriate corporate action has been taken by the Subsidiary Guarantors to authorize the
form, terms, execution and delivery of such Guarantees, (c) the Guarantees have been duly
executed, attested, issued and delivered by duly authorized officers and (d) the Debt
Securities underlying such Guarantees have been duly executed, authenticated, issued and
delivered, such Guarantees will constitute valid and binding obligations of each Subsidiary
Guarantor, as applicable, enforceable against each Subsidiary Guarantor, as applicable, in
accordance with their terms.

    4.

    The Warrant Shares have been duly authorized, and when the Warrant Shares have been duly
issued in accordance with the terms of the Warrant and Unit Agreement and when the Warrant
Shares are duly countersigned by the Company’s transfer agent/registrar, and upon receive by
the Company of the consideration to be paid therefor, the Warrant Shares will be validly
issued, fully paid and nonassessable.

     Our opinion expressed above is subject to the qualifications that we express no opinion as to
the applicability of, compliance with, or effect of: (i) any bankruptcy, insolvency,
reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law
affecting the enforcement of creditors’ rights generally; (ii) general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or at law); and (iii)
public policy considerations which may limit the rights of parties to obtain certain remedies.

     To the extent that the obligations of the Company under the Indentures may be dependent on
such matters, we assume for purposes of this opinion that the applicable Trustee is duly organized,
validly existing and in good standing under the laws of its jurisdiction of organization; that such
Trustee is duly qualified to engage in the activities contemplated by the applicable Indenture;
that each Indenture has been duly authorized, executed and delivered by the Trustee and constitutes
the legally valid and binding obligations of such Trustee, enforceable against such Trustee in
accordance with its terms; that the Trustee is in compliance, generally and with respect to acting
as an agent under the Indenture with all applicable laws and regulations; and that the Trustee has
the requisite organizational and legal power and authority to perform its obligations under the
applicable Indenture. We have assumed that the Indentures will be duly authorized, executed and
delivered by the parties thereto in substantially the form

KIRKLAND & ELLIS LLP

Commercial Vehicle Group, Inc.

January ___, 2010

Page 5

reviewed by us, and that any Debt Securities or Guarantees that may be issued will be issued in
a form that complies with the Indentures.

     We express no opinion with respect to the enforceability of: (i) consents to, or restrictions
upon, judicial relief or jurisdiction or venue; (ii) waivers of rights or defenses with respect to
stay, extension or usury laws; (iii) advance waivers of claims, defenses, rights granted by law, or
notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or
at law, or other procedural rights; (iv) waivers of broadly or vaguely stated rights; (v)
provisions for exclusivity, election or cumulation of rights or remedies; (vi) provisions
authorizing or validating conclusive or discretionary determinations; (vii) grants of setoff
rights; (viii) provisions for the payment of attorneys’ fees where such payment is contrary to law
or public policy; (ix) proxies, powers and trusts; (x) restrictions upon non-written modifications
and waivers; (xi) provisions prohi

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE
  Mail Stop 3561

 January 22, 2010

Via U.S. Mail and Facsimile

Chad M. Utrup  Chief Financial Officer  Commercial Vehicle Group, Inc.  7800 Walton Parkway  New Albany, OH 43054
Re: Commercial Vehicle Group, Inc.
  Amendment No. 2 to Registra tion Statement on Form S-3
Filed: January 8, 2010
  File No. 333-163276

Dear Mr. Utrup:

We have reviewed your responses to the comments in our letter dated January 5,
2010 and have the following additional comments.
Exhibit 5.1 -- Opinion of Kirkland & Ellis LLP

1. We note your revision in response to prio r comment 4.  Since counsel’s opinion
that the Guarantees are binding relies upon conclusions as to state law matters,
please remove the statement that counsel does not express or imply any opinion
on the laws of Iowa and North Carolina.  Counsel’s statement that it is relying
upon other counsel as to state la w matters should be sufficient.

Exhibit 5.3 -- Shuttlewor th & Ingersoll, PLC

2. We note your revision in response to prio r comment 10 and counsel’s use of the
phrase “and of which we have no knowle dge” in revised text.  Please have
counsel delete this language.   Counsel may rely on certificates as to matters of
fact.  As to other matters, counsel must provide an unqualified opinion as to the
matters opined upon, and may not limit its opinion by a knowledge qualifier.

Chad M. Utrup
Commercial Vehicle Group, Inc. January 22, 2010
Page 2
* * * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

• the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this

Chad M. Utrup
Commercial Vehicle Group, Inc. January 22, 2010
Page 3
request at least two business days in a dvance of the requested effective date.

Please contact Tarik Gause at (202) 5 51-3528 or me at (202) 551-3412 with any
other questions.

        S i n c e r e l y ,

        A m a n d a  R a v i t z
        B r a n c h  C h i e f  –  L e g a l

Cc:  Dennis M. Myers
Elisabeth M. Martin
Kirkland & Ellis LLP
 (312) 862-2200 (facsimile)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE
  Mail Stop 3561

 January 5, 2010

Via U.S. Mail and Facsimile

Chad M. Utrup  Chief Financial Officer  Commercial Vehicle Group, Inc.  7800 Walton Parkway  New Albany, OH 43054
Re: Commercial Vehicle Group, Inc.
  Amendment No. 1 to Registra tion Statement on Form S-3
Filed: December 17, 2009
  File No. 333-163276

Dear Mr. Utrup:

We have reviewed your responses to the comments in our letter dated December
11, 2009 and have the following additional comments.
General

1. Please confirm that you will file unqualifie d legal opinions at the time of each
takedown.

Exhibit 5.1 -- Opinion of Kirkland & Ellis LLP

2. To the extent applicable, the comments below should be applied to Exhibits 5.2 and 5.3.

3. Refer to page 3.  Please delete assumpti ons (v) and (vii) as the assumed matters
form the basis of counsel’s opinion.
 4. We note counsel’s statement wh ich indicates that it is not  qualified to opine on the
laws of North Carolina nor Iowa.  Please have counsel revise its opinion to delete
this qualification because such jurisdicti onal qualifications are inappropriate for
legality opinions.  Altern atively, have counsel expre ssly state that its opinion

Chad M. Utrup
Commercial Vehicle Group, Inc. January 5, 2010
Page 2
relies upon the opinions provi ded in Exhibits 5.2 and 5.3.  In this regard, please
delete the final two sentences of th e bottom carry-over paragraph on page 5.

5. Refer to the first full paragraph on page 6.  Please have counsel refile the opinion
as of the date of effectiveness or rem ove references to “the date hereof.”

6. Purchasers of the securities pursuant to this registration statement are entitled to
rely upon counsel’s legal opinion.  Please have  counsel delete the final sentence.
 Exhibit 5.2 and 5.3

7. Please delete assumptions (viii) and (ix) on page 2 of Exhibit 5.2.  These are facts
that are readily ascertainable by counsel.

8. Please remove qualification number 1 on pa ge 4 of Exhibit 5.2.  Counsel must
make necessary inquiries to provide an unqualified opinion.  Likewise, please
explain qualification number 2.

9. Please revise the assumption regarding due authorization, ex ecution and delivery
of all documents from page 2 of Exhi bit 5.3 or except the Iowa Guarantor.

10. Please remove the knowledge qualifier from opinion 3 on page 3 of Exhibit 5.3.  Counsel must make the necessary inquiries to give a clean opinion.

11. Purchasers of the securities pursuant to this registration statement are entitled to rely upon counsel’s legal opinion.  Please have counsel delete language in the
penultimate paragraphs limiting the ex tent to which it can be relied upon.

* * * * *
 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the

Chad M. Utrup
Commercial Vehicle Group, Inc. January 5, 2010
Page 3
time of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

• the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 Please contact Tarik Gause at (202) 5 51-3528 or me at (202) 551-3412 with any
other questions.

        S i n c e r e l y ,

        A m a n d a  R a v i t z
        B r a n c h  C h i e f  –  L e g a l

Cc:  Dennis M. Myers
Elisabeth M. Martin
Kirkland & Ellis LLP
 (312) 862-2200 (facsimile)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE
  Mail Stop 3561

 December 11, 2009

Via U.S. Mail

Chad M. Utrup  Chief Financial Officer  Commercial Vehicle Group, Inc.  7800 Walton Parkway  New Albany, OH 43054
Re: Commercial Vehicle Group, Inc.
  Registration Statement on Form S-3
Filed: November 20, 2009
  File No. 333-163276

Dear Mr. Utrup:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Exhibit 5.1 -- Opinion of Kirkland & Ellis LLP

1. Please file an opinion regarding the legality of the securities being offered prior to
submitting a request for acceleration for the registration statement.  In addition,

Chad M. Utrup
Commercial Vehicle Group, Inc. December 11, 2009
Page 2
please confirm that you will file an upda ted unqualified opinion of counsel with
respect to the legality of the securities being offered prior to the time of each
takedown.  For guidance, refer to the Co mpliance and Disclosu re Interpretations
Securities Act Rules section of our website and see Question 212.05.

* * * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

• the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the

Chad M. Utrup
Commercial Vehicle Group, Inc. December 11, 2009
Page 3
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this
request at least two business days in a dvance of the requested effective date.
 Please contact Tarik Gause at (202) 5 51-3528 or me at (202) 551-3412 with any
other questions.

        S i n c e r e l y ,

        A m a n d a  R a v i t z
        B r a n c h  C h i e f  –  L e g a l

Cc:  Dennis M. Myers, P.C.
Kirkland & Ellis LLP
 (312) 862-2200 (facsimile)

Mail Stop 3561

December 5, 2008
 Via U.S. Mail and Facsimile

 Mervin Dunn President and Chief Executive Officer Commercial Vehicle Group, Inc. 7800 Walton Parkway New Albany, Ohio 43054
RE: Commercial Vehicle Group, Inc.
   Form 10-K for the fiscal  year ended December 31, 2007

File No. 000-50890

Dear Mr. Dunn:

We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.
 Sincerely,
         L i n d a  C v r k e l         B r a n c h  C h i e f

  Via facsimile: Dennis M. Myers, P.C.   (312)861-2200

CORRESP
1
filename1.htm

corresp

KIRKLAND & ELLIS LLP

AND AFFILIATED PARTNERSHIPS

200 East Randolph Drive

Chicago, Illinois 60601

    Dennis M. Myers, P.C.

    312 861-2000

    To Call Writer Directly:

            312 861-2232

    www.kirkland.com

       Facsimile:

    dmyers@kirkland.com

    312 861-2200

     October 31, 2008

Via EDGAR and Federal Express

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attn:

    Joseph A. Foti

Jeffrey Jaramillo

    Re: Commercial Vehicle Group, Inc.

      Form 10-K for the year ended December 31, 2007

      Filed March 14, 2008

      (File No. 000-50890)

Ladies and Gentlemen:

          On behalf of Commercial Vehicle Group, Inc., a Delaware corporation (the “Company”),
please find below the Company’s responses to the comment letter to Mervin Dunn, dated October 10,
2008, from the Staff of the United States Securities and Exchange Commission (the “Staff”),
regarding the Company’s Form 10-K for the year ended December 31, 2007 (the “Form 10-K”)
and the Company’s Form 10-Q for the quarter ended June 30, 2008. The Company’s responses below
correspond to the captions and numbers of those comments (which are reproduced below in italics).
Unless otherwise indicated, capitalized terms used below have the meanings assigned to them in the
Form 10-K.

Form 10-K for the year ended December 31, 2007

Selected Financial Data, page 31

    1.

    Reference is made to the non-GAAP financial measure Adjusted EBITDA included as Other Data on
page 32. We note that you define Adjusted EBITDA as net earnings before interest, taxes,
depreciation, amortization, gains/losses on early extinguishment of debt, restructuring
charges, miscellaneous income/expense and cumulative effect of change in accounting principle
and that that you use the measure because it eliminates the effects of certain recurring and
other unusual or infrequent charges that are not directly attributable to your underlying
operating performance. Please note that Item 10(e)(1)(ii)(B) of Regulation specifically
prohibits adjusting a non-GAAP performance measure to eliminate or smooth items identified as
non-recurring, infrequent or unusual,

    Hong Kong

    London

    Los Angeles

    Munich

    New York

    Palo Alto

    San Francisco

    Washington, D.C.

KIRKLAND & ELLIS LLP

Securities and Exchange Commission

October 31, 2008

Page 2

    when the nature of the gain is such that it is
reasonably likely to recur within two years or there was a similar charge or gain within the
prior two years. In this regard, please revise future filings to remove the non-GAAP
(Adjusted EBITDA) financial measure, as currently presented in your disclosure.

    Response: In future filings, the Company will revise its definition, presentation
and reconciliation of Adjusted EBITDA and related explanatory footnotes to exclude charges
or gains which are reasonably likely to recur within two years or if there was a similar
charge or gain within the prior two years. The Company’s definition, presentation and
reconciliation of Adjusted EBITDA will no longer include any adjustments for gains/losses on
early extinguishment of debt, miscellaneous income/expense or restructuring charges. The
Company will present the impact of such items, if any, as “supplemental information” below
the reconciliation table and will describe the impact of such items in the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” section of future
reports on Form 10-K or Form 10-Q, as applicable. The Company believes that it is
appropriate to exclude gain on sale of long lived asset from Adjusted EBITDA because the
Company believes that this gain is not reflective of the Company’s operating performance and
that including the gain in 2008 Adjusted EBITDA would not facilitate investors’
understanding of the Company’s operating results.

    The schedule below presents the reconciliation of Net Income (GAAP) to Adjusted EBITDA
(non-GAAP) using the revised presentation for Selected Financial Data in the
format that the Company intends to include in its Form 10-K for the year ended December 31,
2008 and in future earnings releases furnished on Form 8-K. Furthermore, the revised
footnote disclosures set forth below will be provided to give additional information to
investors regarding the reconciliation of Net Income to Adjusted EBITDA.

KIRKLAND & ELLIS LLP

Securities and Exchange Commission

October 31, 2008

Page 3

    Revised Presentation for Form 10-K:

    Years Ended December 31,

    2007

    2006

    2005

    2004

    2003

    (In thousands)

    Net (Loss) Income

    $
    (3,251
    )

    $
    58,050

    $
    49,411

    $
    17,449

    $
    3,964

    Add (subtract):

    Depreciation & Amortization

    16,425

    14,983

    12,064

    7,567

    8,106

    Interest Expense

    14,147

    14,829

    13,195

    7,244

    9,796

    (Benefit) Provision for Income Taxes

    (1,585
    )

    27,745

    29,138

    6,481

    5,267

    Gain on Sale of Long Lived Asset

    —

    —

    —

    —

    —

    Adjusted EBITDA (1)

    $
    25,736

    $
    115,607

    $
    103,808

    $
    38,741

    $
    27,133

    Supplemental Information:

    Noncash (gain) loss on forward exchange contracts

    $
    9,967

    $
    (4,203
    )

    $
    (3,793
    )

    $
    (1,290
    )

    $
    3,230

    Nonrecurring (benefit) for prior period debt service

    $
    (584
    )

    $
    750

    $
    —

    $
    —

    $
    —

    Loss on early extinguishment of debt

    $
    149

    $
    318

    $
    1,525

    $
    1,605

    $
    2,972

    Miscellaneous Expense (Income)

    $
    (22
    )

    $
    (15
    )

    $
    52

    $
    43

    $
    —

    Restructuring Charges

    $
    1,433

    $
    —

    $
    —

    $
    —

    $
    —

    Revised Presentation for Form 8-K:

    Three Months Ended

    Nine Months Ended

    September 30,

    September 30,

    2008

    2007

    2008

    2007

    (unaudited)

    (unaudited)

    (unaudited)

    (unaudited)

    Reconciliation to Net Income:

    Net (Loss) Income

    $
    (2,603
    )

    $
    (2,682
    )

    $
    952

    $
    46

    Depreciation & Amortization

    4,688

    4,062

    14,164

    11,789

    Interest Expense

    3,708

    3,242

    11,407

    10,415

    (Benefit) Provision for Income Taxes

    (487
    )

    (2,096
    )

    131

    (999
    )

    Gain on Sale of Long Lived Asset

    —

    —

    (6,075
    )

    —

    Adjusted EBITDA (1)

    $
    5,306

    $
    2,526

    $
    20,579

    $
    21,251

    Supplemental Information:

    Noncash (gain) loss on forward exchange contracts

    $
    (153
    )

    $
    4,462

    $
    5,783

    $
    5,048

    Nonrecurring (benefit) for prior period debt service

    $
    —

    $
    (107
    )

    $
    —

    $
    (584
    )

    Loss on early extinguishment of debt

    $
    —

    $
    —

    $
    —

    $
    149

    Miscellaneous Expense (Income)

    $
    81

    $
    (16
    )

    $
    57

    $
    92

    Restructuring Charges

    $
    —

    $
    182

    $
    —

    $
    1,180

    Footnote to Tables Above:

    (1)

    Adjusted EBITDA is a non-GAAP financial measure that is reconciled to net
income, its most directly comparable GAAP measure, in the accompanying financial tables.
Adjusted EBITDA is defined as net earnings before interest, taxes, depreciation,
amortization and gain/losses on the sale of long-lived asset. In calculating Adjusted
EBITDA, the Company excludes the effect of gains/losses on the sale of long-lived asset
because the Company’s management believes that this item may not occur in certain periods
and this items does not facilitate an understanding of the Company’s operating performance.
The Company’s management utilizes Adjusted EBITDA, in addition to the supplemental
information, as an operating

KIRKLAND & ELLIS LLP

Securities and Exchange Commission

October 31, 2008

Page 4

    performance measure in conjunction with GAAP measures, such as
net income and gross margin calculated in conformity with GAAP.

    The Company’s management uses Adjusted EBITDA, in addition to the supplemental information,
as an integral part of its report and planning processes and as one of the primary measures
to, among other things:

    (i)

    monitor and evaluate the performance of the Company’s business
operations;

    (ii)

    facilitate management’s internal comparisons of the Company’s
historical operating performance of its business operations;

    (iii)

    facilitate management’s external comparisons of the results of its
overall business to the historical operating performance of other companies that
may have different capital structures and debt levels;

    (iv)

    review and assess the operating performance of the Company’s management
team and as a measure in evaluating employee compensation and bonuses;

    (v)

    analyze and evaluate financial and strategic planning decisions
regarding future operating investments; and

    (vi)

    plan for and prepare future annual operating budgets and determine
appropriate levels of operating investments.

    The Company’s management believes that Adjusted EBITDA, in addition to the supplemental
information, is useful to investors as it provides them with disclosures of the Company’s
operating results on the same basis as that used by the Company’s management. Additionally,
the Company’s management believes that Adjusted EBITDA, in addition to the supplemental
information, provides useful information to investors about the performance of the Company’s
overall business because the measure eliminates the effects of certain unusual charges or
gains that are not directly attributable to the Company’s underlying operating performance.
Accordingly, the Company believes that the presentation of Adjusted EBITDA, when used in
conjunction with the supplemental information and GAAP financial measures, is a useful
financial analysis tool, used by the Company’s management as described above, that can
assist investors in assessing the Company’s financial condition, operating performance and
underlying strength. Adjusted EBITDA should not be considered in isolation or as a
substitute for net income prepared in conformity with GAAP. Other companies may define
Adjusted EBITDA differently. Adjusted EBITDA, as well as the other information in this
filing, should be read in conjunction with the Company’s financial statements and footnotes
contained in the documents that the Company files with the U.S. Securities and Exchange
Commission.

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

Results of Operations

Year Ended December 31, 2007 Compared to Year Ended December 31, 2006

Revenues, page 42

    2.

    We note from your disclosure that 2007 revenues of $696.8 million significantly decreased by
$222.0 million in comparison to 2006 revenues of $918.8 million. It appears that the decrease
in 2007 revenue was primarily attributable to the decline in the North American Class 8 heavy
trucks due to a downturn as a result of pre-orders in 2006 and corresponding decline in the
need for commercial vehicles to haul freight tonnage in

KIRKLAND & ELLIS LLP

Securities and Exchange Commission

October 31, 2008

Page 5

    North America. If this appears to be
a trend, which will change your future revenue and gross profit product mix, please include in
your MD&A an analysis that discusses the impact that these changes can have on your future
financial position, operating results, and cash flows, as applicable. See Item 303 of
Regulation S-K and FR-72 for guidance.

    Response:

    The Company acknowledges the Staff’s comment. In the Form 10-K, the Company identified
three principal factors that affect its results of operations: (1) demand for North American
Class 8 heavy trucks, (2) component mix in commercial vehicles and (3) demand for commercial
vehicles in the global construction equipment market. The Company intends to continue to
provide in future filings estimated Class 8 truck production levels and projected tonmiles
(number of miles driven multiplied by number of tons transported) that were included in Part
I, Item 1 on pages 3 and 4 of the Form 10-K. The Company believes that this information provides context for any discussion of
identified trends in the Class 8 truck market. In future filings on Form 10-K, the Company
intends to discuss the impact of any known trends on its revenues. The Company cannot,
however, specifically quantify the effect that the estimated future production levels,
demand for freight tonnage or Class 8 truck build rates will have on its future financial
statements, operating results or cash flows.

    In the Form 10-K, the Company included a narrative discussion of the extent to which changes
in revenues were attributable to changes in volumes being sold in the “Results of
Operations” section of the Management’s Discussion and Analysis of Financial Condition and
Results of Operations section of the Form 10-K. On page 42 of the Form 10-K, the Company
explained that $270.4 million of the decline in revenues from fiscal 2006 to fiscal 2007 was
primarily attributable to a 43.9% drop in North American Class 8 build rates, and that the
decrease in gross profit resulted primarily from the Company’s inability to reduce fixed
costs proportionate to the decrease in revenues from the prior
period. The Company will continue to provide similar narrative discussions of the extent to
which changes in revenues are attributable to increases or decreases in prices or in the
volume of goods being sold in its future filings.

Financial Statements

Note 3. Business Combinations, page 62

Note 8. Goodwill and Intangible Assets, page 68

    3.

    Reference is made to the goodwill and other intangibles aggregate amount of $26.9 million
related to your 2007 acquisitions disclosed on page 64. In future filings, please provide on
a separate basis the disclosures outlined in paragraphs 52(a), (b) and (c)(1) of SFAS 141 as
it relates to acquired entities disclosed in your filing.

KIRKLAND & ELLIS LLP

Securities and Exchange Commission

October 31, 2008

Page 6

Response: In accordance with the provisions of paragraph 52 of SFAS 141, “Business
Combinations,” the Company intends to disclose in its future filings, where applicable, the
following items within the Notes to the Consolidated Financial Statements:

    a.

    For intangible assets subject to amortization:

    1)

    The total amount assigned and the amount assigned to any major
intangible asset class.

    2)

    The amount of any significant residual value, in total and by
major intangible asset class.

    3)

    The weighted-average amortization period, in total and by major
intangible asset class.

    b.

    For intangible assets not subject to amortization, the total amount assigned
and the amount assigned to any major intangible asset class.

    c.

    For goodwill:

    1)

    The total amount of goodwill and the amount that is expected to
be deductible for tax purposes.

    2)

    The amount of goodwill by reportable segment (if the combined
entity is required to disclose segment information in accordance with FASB
Statement No. 131, Disclosures about Segments of an Enterprise and Related
Information), unless not practicable.

Set forth below are the additional disclosures relating to goodwill and intangible assets
acquired in 2007 provided on a separate basis which the Company intends to include in future
filings:

    •

    We recorded approximately $7.8 million in goodwill and $10.2 million of
identified intangible assets (customer relationships) in connection with our
acquisition of PEKM. The amortization period for

Mail Stop 3561

October 10, 2008
 Via U.S. Mail and Facsimile

 Mervin Dunn President and Chief Executive Officer Commercial Vehicle Group, Inc. 7800 Walton Parkway New Albany, Ohio 43054
RE: Commercial Vehicle Group, Inc.
   Form 10-K for the fiscal  year ended December 31, 2007

File No. 000-50890

Dear Mr. Dunn:

We have reviewed your filing and have the following comments.  We have
limited our review to only financial statements  and related disclosures and do not intend
to expand our review to othe r portions of your document.  Where indicated, we think you
should revise your document in response to these comments a nd comply with the
remaining comments in all future filings.  If you disagree, we will consider your explanation as to why our comments are inappl icable or a revision is  unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mervin Dunn
Commercial Vehicle Group, Inc.
Page 2

 Form 10-K for the fiscal year ended December 31, 2007

Selected Financial Data, page 31
1. Reference to made to the non-GAAP financial measure Adjusted EBITDA
included as Other Data on page 32.  We  note that you define Adjusted EBITDA
as net earnings before interest, taxes, depreciation, amortiza tion, gains/losses on
early extinguishment of debt, rest ructuring charges, miscellaneous
income/expense and cumulative effect of change in accounting principle and that
that you use the measure because it eliminat es the effects of cer tain recurring and
other unusual or infrequent charges that are not directly attr ibutable to your
underlying operating performance.  Please note that Item 10(e)(1)(ii)(B) of
Regulation specifically prohibits adjusting a non-GAAP performance measure to
eliminate or smooth items identified as  non-recurring, infrequent or unusual,
when the nature of the gain is such that it  is reasonably likely to recur within two
years or there was a similar charge or gain  within the prior two years.  In this
regard, please revise future filings to remove the non-GAAP (Adjusted EBITDA)
financial measure, as currently presented in your disclosure.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Results of Operations
Year Ended December 31, 2007 Compared to Year Ended December 31, 2006

Revenues, page 42
2. We note from your disclosure that 2007 revenues of $696.8 million significantly
decreased by $222.0 million in comparison to 2006 revenues of $918.8 million.  It
appears that the decrease in 2007 revenue wa s primarily attributable to the decline
in the North American Class 8 heavy trucks due to a downturn as a result of pre-
orders in 2006 and corresponding decline in  the need for commercial vehicles to
haul freight tonnage in North America.  If this appears to be a trend, which will
change your future revenue and gross pr ofit product mix, pleas e include in your
MD&A an analysis that di scusses the impact that th ese changes can have on your
future financial position, operating results, and cash flows, as applicable. See Item
303 of Regulation S-K and FR-72 for guidance.

Mervin Dunn
Commercial Vehicle Group, Inc.
Page 3

Financial Statements
 Note 3.  Business Combinations, page 62

Note 8.  Goodwill and Intangible Assets, page 68
3. Reference is made to the goodwill and other intangibles aggregate amount of
$26.9 million related to your 2007 acquisitions  disclosed on page 64.  In future
filings, please provide on a separate basi s the disclosures outlined in paragraphs
52 (a), (b) and (c) (1) of SFAS 141 as it re lates to acquired en tities disclosed in
your filing.

Note 11. Commitments and Contingencies, page 75
4. As your disclosure on leases is brief, it  is unclear whether your equipment leases
provide for guarantees by the registrant of a portion of a specified residual value
at the end of the lease term.  In this re gard, you should disclose information as to
the amount of guarantee liabili ties accrued at the balan ce sheet date in accordance
with FIN No. 45.  If no such amounts exist, or  they are immaterial, please state so.
In addition, please provide an accounting policy that clearly and completely
discloses the conditions when a residual value amount is recognized as a liability
in the consolidated financial statements.

Form 10-Q for the quarterly period ended June 30, 2008

Financial Statements

Condensed Consolidated Statements of Operations, page 1
5. Reference is made to the gain on sale of long-lived assets in the amount of $6.1
million for the six months ended June 30, 2008.  In this regard, please revise
future filings to provide the disclosure s outlined in paragraph 47(a) of SFAS No.
144.

******************

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional
comments after reviewing your responses to our comments.
   We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information

Mervin Dunn
Commercial Vehicle Group, Inc. Page 4

investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Jeff Jaramillo at (202 ) 551-3212 if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202) 551-3816 with any other questions.

 Sincerely,
         J o e  F o t i         Senior Assistant Chief Accountant

  Via facsimile: Chad M. Utrup, Chief Financial Officer   (614) 289-5365

Mail Stop 3561
        November 7, 2006

Via Fax & U.S. Mail

Mr. Chad M. Utrup
Chief Financial Officer
6530 West Campus Oval
New Albany, Ohio 43054

Re: Commercial Vehicle Group, Inc.
 Form 10-K for the year ended December 31, 2005
Filed March 10, 2006
 File No. 000-50890

Dear Mr. Utrup:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.

Sincerely,

Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

corresp

    200 East Randolph Drive

Chicago, Illinois 60601

    Dennis M. Myers, P.C.

To Call Writer Directly:

    312 861-2000

    Facsimile:

    312 861-2232

dmyers@kirkland.com

    www.kirkland.com

    312 861-2200

Dir. Fax: 312 861-2200

November 2, 2006

Via EDGAR and Federal Express

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:       Linda Cvrkel, Branch Chief

                Claire Erlanger

    Re:

    Commercial Vehicle Group, Inc.

    Form 10-K for the year ended December 31, 2005

    Filed March 10, 2006

    (File No. 000-50890)

Ladies and Gentlemen:

     On behalf of Commercial Vehicle Group, Inc., a Delaware corporation (the “Company”),
please find below the Company’s response to the comment letter to Chad M. Utrup, dated October 20,
2006, from the Staff of the Commission, regarding the Company’s Form 10-K for the year ended
December 31, 2005 (the “Form 10-K”). The numbered paragraph below sets forth the Staff’s
comment together with the Company’s response. Unless otherwise indicated, capitalized terms used
below have the meanings assigned to them in the Form 10-K.

Form 10-K for the year ended December 31, 2005

Note 3. Business Combinations

    1.

    We have reviewed your response to our prior comment number 3 and the revised disclosures that
you have agreed to provide in MD&A and the notes to your financial statements regarding the
treatment of your customer relationship intangibles as indefinite lived assets. Please also
revise the accounting policy disclosures in the notes to the Company’s audited financial
statements to include its rationale for accounting for customer relationship intangibles as
indefinite lived assets. Your revised disclosures should be presented in a level of detail
consistent with your proposed MD&A disclosures.

    London

    Los Angeles

    Munich

    New York

    San Francisco

    Washington, D.C.

Securities and Exchange Commission

November 2, 2006

Page 2

    Response: Please find below the revised disclosures that the Company intends to include
in its December 31, 2006 Annual Report on Form 10-K. These disclosures will be updated as
appropriate to include relevant period information.

    MD&A — Critical Accounting Policies and Estimates; and

Notes to the Consolidated Financial Statements — Note 2 (Significant Accounting
Policies)

    Intangible Assets — Indefinite-Lived

    Basis for Accounting Treatment

    The Company’s indefinite-lived intangible assets consist of customer relationships acquired
in the 2005 acquisitions of Mayflower Vehicle Systems, Inc. (“Mayflower”) and Monona Wire
Corporation (“Monona”). The Company has accounted for these customer relationships as
indefinite-live intangible assets, which it believes is appropriate based upon the following
circumstances and conditions under which the Company operates:

    Sourcing, Barriers to Entry and Competitor Risks

    The customer sourcing decision for the Mayflower and Monona businesses is heavily predicated
on price, quality, delivery and the overall customer relationship. Absent a significant
change in any or all of these factors, it is unlikely that a customer would source
production to an alternate supplier. In addition, the factors listed below impose a high
barrier for new competitors to enter into this industry. Historical experience indicates
that Mayflower and Monona have not lost any primary customers and/or relationships due to
these factors and such loss is not anticipated in the foreseeable future for the following
reasons:

    •

    Costs associated with setting up a new production line, including tooling
costs, are typically cost prohibitive in a competitive pricing environment;

    •

    The risk associated with potential production delays and a disruption to
the supply chain typically outweighs any potential economic benefit;

    •

    Significant initial outlays of capital and institutional production
knowledge represent a significant barrier to entry. Due to the
asset-intensive nature of the businesses, a new competitor would require a
substantial amount of initial capital;

    •

    Changeover costs are high both from an economic and risk standpoint;

Securities and Exchange Commission

November 2, 2006

Page 3

    •

    The highly complex nature of successfully producing electronic wiring
harnesses and complete cab structures in accordance with OEM quality
standards makes it difficult for a competitor to enter the business; and

    •

    There is significant risk in operating the businesses as a result of the
highly customized nature of the business. For example, production runs in
the commercial vehicle business are significantly smaller and are more “build
to order” in nature which requires the systems, expertise, equipment and
logistics in order to be successful.

    These costs and risks are the primary prohibiting factors which preclude the Company’s
customers from sourcing their business elsewhere at any given time.

    Duration and Strength of Existing Customer Relationships / Concentrations of Revenue

    Mayflower and Monona have long-standing relationships with their existing customers and have
experienced de minimis historical attrition. These relationships have endured over time and
accordingly, an assumption of prospective attrition is inconsistent with this historical
experience and management’s expectations. Both Mayflower and Monona have a limited customer
base, consisting of three primary customers, that has existed for many years, and the
Company had pre-existing long-standing relationships with the same primary customers prior
to the acquisitions of Mayflower and Monona, which in most cases have exceeded a period of
40 years. The Company believes the addition of Mayflower and Monona further strengthens its
existing customer relationships with such customers. Specifically:

    Mayflower and Monona’s relationships with their customers’ key decision-making personnel are
mature and stable.

    •

    Mayflower’s and Monona’s customers typically make purchasing decisions
through a team approach versus a single decision maker. Mayflower and Monona
have historically maintained strong relationships with individuals at all
levels of the decision making process including the engineering, operations
and purchasing functions in order to successfully minimize the impact of any
employee turnover at the customer level.

    The top three customers of Mayflower and Monona have been established customers for a
substantial period of time.

    •

    Mayflower has had relationships with Volvo/Mack, Freightliner and
International since 1965, 1997 and 2001, respectively. The Company, and/or
its predecessor entities, had pre-existing relationships with these same
customers since 1949, 1954 and 1950, respectively. These customers

Securities and Exchange Commission

November 2, 2006

Page 4

    comprised approximately XX% and 86% of Mayflower’s revenues for fiscal years
2006 and 2005, respectively.

    •

    Monona has had relationships with John Deere, Caterpillar and Oshkosh
since 1969, 1970 and 1985, respectively. The Company, and/or its predecessor
entities, had pre-existing relationships with these same customers since
1987, 1958 and 1950, respectively. These customers comprised approximately
XX% and 87% of Monona’s revenues for fiscal years 2006 and 2005,
respectively.

    •

    Valuation Methodology

    For valuation purposes, the income approach using the discounted cash flow method was
employed for the purpose of evaluating the Mayflower and Monona customer relationship
intangible assets. Under this approach, the Company determined that the fair value of the
Mayflower and Monona customer relationship intangible assets at their dates of acquisition
was $45.9 million and $28.9 million, respectively.

Significant assumptions used in the valuation and determination of an indefinite useful life
for these customer relationship intangible assets included the following:

    •

    The revenue projections that the Company relied upon to substantiate the
economic consideration paid for the businesses is almost exclusively tied to
the existing customer base. With regard to the valuation process, the
Company projected less than 1% of total revenue in 2005 and 2006 to be lost
due to core customer attrition and no core customer attrition thereafter.

    •

    Contributory asset charges were deducted for assets that contribute to
income generation including: (i) net working capital; (ii) personal property;
(iii) real property; (iv) tradename and trademarks; and (v) an assembled
workforce.

    •

    The cash flows associated with the customer relationships acquired in the
Mayflower and Monona transactions were discounted at a rate of return of
25.0% and 29.50%, respectively, which is approximately equal to the equity
rate of return.

    Intangible Asset Impairment — Accounting Treatment

    If Mayflower and/or Monona were to prospectively lose any of their customers, in accordance
with the provisions of paragraphs 16 and 17 of SFAS No. 142, “Goodwill and Other Intangible
Assets,” the Company would perform an intangible asset impairment test to determine the
impact of the loss on the customer relationship

Securities and Exchange Commission

November 2, 2006

Page 5

    intangible asset and if impairment was indicated, the Company would record an impairment
loss in the Company’s Consolidated Statement of Operations.

    Notes to the Consolidated Financial Statements (Note XX)

    Goodwill and Intangible Assets

    Goodwill represents the excess of acquisition purchase price over the fair value of net
assets acquired. In July 2001, the FASB issued SFAS No. 141, “Business Combinations,” and
SFAS No. 142, “Goodwill and Intangible Assets.” SFAS No. 141 requires all business
combinations initiated after June 30, 2001 to be accounted for using the purchase method of
accounting. Under SFAS No. 142, goodwill and intangible assets with indefinite lives are no
longer amortized, but reviewed annually or more frequently if impairment indicators arise.
Separable intangible assets that are not deemed to have indefinite lives will continue to be
amortized over their useful lives, but with no maximum life. Prior to the adoption of SFAS
No. 142 on January 1, 2002, goodwill was being amortized on a straight-line basis over 40
years.

    The Company reviews goodwill and indefinite-lived intangible assets for impairment annually
in the second fiscal quarter and whenever events or changes in circumstances indicate its
carrying value may not be recoverable in accordance with SFAS No. 142. The Company reviews
definite-lived intangible assets in accordance with the provisions of SFAS No. 142 and SFAS
No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” The provisions
of SFAS No. 142 require that a two-step impairment test be performed on goodwill. In the
first step, the Company compares the fair value of its reporting unit to its carrying value.
The Company’s reporting unit is consistent with the reportable segment identified in Note 10
of the Notes to the Consolidated Financial Statements contained in the Company’s Form 10-K
for the year ended December 31, 2005. If the fair value of the reporting unit exceeds the
carrying value of the net assets assigned to that unit, goodwill is considered not impaired
and the Company is not required to perform further testing. If the carrying value of the net
assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the
Company must perform the second step of the impairment test in order to determine the
implied fair value of the reporting unit’s goodwill. If the carrying value of a reporting
unit’s goodwill exceeds its implied fair value, then the Company would record an impairment
loss equal to the difference. SFAS No. 142 also requires that the fair value of the
purchased intangible assets with indefinite lives be estimated and compared to the carrying
value. The Company estimates the fair value of these intangible assets using an income
approach. The Company recognizes an impairment loss when the estimated fair value of the
intangible asset is less than the carrying value. In this regard, the Company’s management
considers the following indicators in determining if events or changes in circumstances have
occurred indicating that the recoverability of the carrying amount of indefinite-lived and
amortizing intangible assets should be assessed: (1) a significant decrease in the market
value of an asset; (2) a significant change in the extent or manner

Securities and Exchange Commission

November 2, 2006

Page 6

    in which an asset is used or a significant physical change in an asset; (3) a significant
adverse change in legal factors or in the business climate that could affect the value of an
asset or an adverse action or assessment by a regulator; (4) an accumulation of costs
significantly in excess of the amount originally expected to acquire or construct an asset;
and (5) a current period operating or cash flow loss combined with a history of operating or
cash flow losses or a projection or forecast that demonstrates continuing losses associated
with an asset used for the purpose of producing revenue. The Company’s annual goodwill and
indefinite-lived (SFAS No. 142) and definite-life intangible asset (SFAS No. 144) impairment
analysis, which was performed during the second quarter of fiscal 2006, did not result in an
impairment charge.

    Determining the fair value of a reporting unit is judgmental in nature and involves the use
of significant estimates and assumptions. These estimates and assumptions include revenue
growth rates and operating margins used to calculate projected future cash flows,
risk-adjusted discount rates, future economic and market conditions and determination of
appropriate market comparables. The Company bases its fair value estimates on assumptions it
believes to be reasonable but that are unpredictable and inherently uncertain. The valuation
approaches the Company uses include the Income Approach (the Discounted Cash Flow Method)
and the Market Approach (the Guideline Company and Transaction Methods) to estimate the fair
value of the reporting unit; earnings are emphasized in the Discounted Cash Flow, Guideline
Company, and the Transaction Methods. In addition, these methods utilize market data in the
derivation of a value estimate and are forward-looking in nature. The Discounted Cash Flow
Method utilizes a market-derived rate of return to discount anticipated performance, while
the Guideline Company Method and the Transaction Method incorporate multiples that are based
on the market’s assessment of future performance. Actual future results may differ
materially from those estimates.

    The Company’s intangible assets as of December 31, 2006 and 2005 were comprised of the
following, respectively (in thousands):

    December 31, 2006

    Weighted-Average

    Gross Carrying

    Accumulated

    Amortization Period

    Amount

    Amortization

    Net Carrying Amount

    Definite-lived intangible assets:

    Tradenames/Trademarks

    30 years

    $XXX

    $XXX

    $XXX

    Licenses

    7 years

    XXX

    XXX

    XXX

    $XXX

    $XXX

    $XXX

    Indefinite-lived intangible assets:

    Goodwill

    $XXX

    $XXX

    $XXX

    Customer relationship

    XXX

    XXX

    XXX

    $XXX

    $XXX

    $XXX

    Total consolidated goodwill and
intangible assets

    $XXX

Securities and Exchange Commission

November 2, 2006

Page 7

    December 31, 2005

    Weighted-Average

    Gross Carrying

    Accumulated

    Amortization Period

    Amount

    Amortization

    Net Carrying Amount

    Definite-lived intangible assets:

    Tradenames/Trademarks

    30 years

    $XXX

    $XXX

    $XXX

Mail Stop 3561
        October 20, 2006

Via Fax & U.S. Mail

Mr. Chad M. Utrup
Chief Financial Officer
6530 West Campus Oval
New Albany, Ohio 43054

Re: Commercial Vehicle Group, Inc.
 Form 10-K for the year ended December 31, 2005
Filed March 10, 2006
 File No. 000-50890

Dear Mr. Utrup:

We have reviewed your response letter  dated October 5, 2006 and have the
following comments.  Unless otherwise indi cated, we think you should revise your
document in future filings in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Form 10-K for the year ended December 31, 2005

Note 3. Business Combinations

1. We have reviewed your response to our prior comment number 3 and the revised
disclosures that you have agreed to provide in MD &A and the notes to your

Mr. Chad M. Utrup
Commercial Vehicle Group, Inc.
October 20, 2006 Page 2

financial statements regarding the tr eatment of your customer relationship
intangibles as indefinite lived assets. Please also revise the accounting policy
disclosures in the notes to the Company’s audited financial statements to include its rationale for accounting for customer relationship intangibles as indefinite
lived assets. Your revised disclosures s hould be presented in a level of detail
consistent with your proposed MD&A disclosures.

********

 You may contact Claire Erlanger at (202) 551-3301 or  me at (202) 551-3813 if
you have questions regarding comments on the fi nancial statements and related matters.

Sincerely,

Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

corresp

    200 East Randolph Drive

Chicago, Illinois 60601

    Dennis M. Myers, P.C.

To Call Writer Directly:

    312 861-2000

    Facsimile:

    312 861-2232

dmyers@kirkland.com

    www.kirkland.com

    312 861-2200

Dir. Fax: 312 861-2200

October 5, 2006

Via EDGAR and Federal Express

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Linda Cvrkel, Branch Chief

          Claire Erlanger

    Re:

    Commercial Vehicle Group, Inc.

    Form 10-K for the year ended December 31, 2005

    Filed March 10, 2006

    (File No. 000-50890)

Ladies and Gentlemen:

     On behalf of Commercial Vehicle Group, Inc., a Delaware corporation (the “Company”),
please find below the Company’s responses to the comment letter to Chad M. Utrup, dated September
20, 2006, from the Staff of the Commission, regarding the Company’s Form 10-K for the year ended
December 31, 2005 (the “Form 10-K”). The numbered paragraphs below set forth the Staff’s
comments together with the Company’s responses. Unless otherwise indicated, capitalized terms used
below have the meanings assigned to them in the Form 10-K.

Form 10-K for the year ended December 31, 2005

Item 6. Selected Financial Data

    1.

    We note your response to our prior comment 1 that you intend to continue to exclude from the
Adjusted EBITDA measure, non-cash gain(loss) on forward exchange contracts. However, we
continue to believe that this amount should not be adjusted from EBITDA in accordance with
Item 10(e) of Regulation SK. Please revise your adjusted EBITDA amounts to exclude this
recurring item as it is reasonably likely to recur. Also, because you have indicated that it
is probable that the early extinguishment of debt charge will become immaterial or disappear
within a near-term finite period, we will not object to your presentation of this amount in
the adjustment of EBITDA for past periods. However, if you continue to incur charges on early
extinguishment of debt in the future,

    London

    Los Angeles

    Munich

    New York

    San Francisco

    Washington, D.C.

Securities and Exchange Commission

October 5, 2006

Page 2

we believe that you should revise your presentation so
that the amount is not adjusted from EBITDA in any periods presented. Your future Forms 8-K
should be similarly revised. Refer to Item 10(e) of S-K and questions 8 and 9 of the staff’s
“Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures” dated June 13,
2003. Your future forms 8-K should be similarly revised.

Response: The Company will revise its definition, presentation and reconciliation
of EBITDA and related explanatory footnotes in all future filings to not include an
adjustment for the impact of non-cash gain(loss) on forward exchange contracts on Adjusted
EBITDA. If charges on early extinguishment of debt continue in the future, the Company will
revise its presentation so that the impact of these charges is not adjusted from Adjusted
EBITDA as well.

The schedule below presents the reconciliation of Net Income (GAAP) to Adjusted EBITDA
(non-GAAP) using the revised presentation for Selected Financial Data in the format that
will be included in the Company’s Form 10-K for the year ended December 31, 2006 and future
filings on Form 8-K. The Company will, in all future filings, use a similar format whereby
Adjusted EBITDA is presented and calculated as in the table below. As noted in the staff’s
response, the Company will not include an adjustment for the non-cash gain(loss) on forward
exchange contracts from the presentation and calculation of Adjusted EBITDA, and will merely
provide such impact for the specific period as “supplemental information” in the table.
Furthermore, the revised footnote disclosures below will be provided to give additional
information to investors regarding the reconciliation of Net Income to Adjusted EBITDA.

    2005

    2004

    2003

    2002

    2001

    Reconciliation to Net Income:

    Net Income

    $
    49,411

    $
    17,449

    $
    3,964

    $
    (45,4580
    )

    $
    (2,015
    )

    Add (subtract):

    Depreciation & amortization

    12,064

    7,567

    8,106

    8,682

    12,833

    Interest expense

    13,195

    7,244

    9,796

    12,940

    14,885

    Provision for income taxes

    29,138

    6,481

    5,267

    5,235

    5,072

    Loss on early extinguishment of debt

    1,525

    1,605

    2,972

    —

    —

    Miscellaneous expense

    52

    43

    —

    —

    —

    Cumulative effect of change in
accounting principle

    —

    —

    —

    51,630

    —

    Adjusted EBITDA (1)

    105,385

    40,389

    30,105

    33,007

    30,775

    Supplemental Information:

    Noncash (gain) loss on forward
exchange contracts

    (3,793
    )

    (1,290
    )

    3,230

    1,098

    (2,347
    )

Footnote to Table Above

    (1)

    Adjusted EBITDA is a non-GAAP financial measure that is reconciled to net
income, its most directly comparable GAAP measure, in the accompanying financial tables.
Adjusted EBITDA is defined as net earnings before interest, taxes, depreciation,
amortization, gains/losses on the early extinguishment of debt, miscellaneous
income/expenses and cumulative effect of changes in accounting principle. In calculating
Adjusted EBITDA, the Company excludes the effects of gains/losses on the early
extinguishment of debt, miscellaneous income/expenses and cumulative effect of changes in
accounting principles because the

Securities and Exchange Commission

October 5, 2006

Page 3

    Company’s management believes that some of these items may
not occur in certain periods, the amounts recognized can vary significantly from period to
period and these items do not facilitate an understanding of the Company’s operating
performance. The Company’s management utilizes Adjusted EBITDA, in addition to the
supplemental information, as an operating performance measure in conjunction with GAAP
measures, such as net income and gross margin calculated in conformity with GAAP.

    The Company’s management uses Adjusted EBITDA, in addition to the supplemental information,
as an integral part of its report and planning processes and as one of the primary measures
to, among other things:

    (i)

    monitor and evaluate the performance of the Company’s business
operations;

    (ii)

    facilitate management’s internal comparisons of the Company’s
historical operating performance of its business operations;

    (iii)

    facilitate management’s external comparisons of the results of
its overall business to the historical operating performance of other
companies that may have different capital structures and debt levels;

    (iv)

    review and assess the operating performance of the Company’s
management team and as a measure in evaluating employee compensation and
bonuses;

    (v)

    analyze and evaluate financial and strategic planning decisions
regarding future operating investments; and

    (vi)

    plan for and prepare future annual operating budgets and
determine appropriate levels of operating investments.

    The Company’s management believes that Adjusted EBITDA, in addition to the supplemental
information, is useful to investors as it provides them with disclosures of the Company’s
operating results on the same
basis as that used by the Company’s management. Additionally, the Company’s management
believes that Adjusted EBITDA , in addition to the supplemental information, provides useful
information to investors about the performance of the Company’s overall business because the
measure eliminates the effects of certain recurring and other unusual or infrequent charges
that are not directly attributable to the Company’s underlying operating performance.
Additionally, the Company’s management believes that because it has historically provided a
non-GAAP financial measure in previous filings, that continuing to include a non-GAAP
measure in its filings provides consistency in its financial reporting and continuity to
investors for comparability purposes. Accordingly, the Company believes that the
presentation of Adjusted EBITDA, when used in conjunction with the supplemental information
and GAAP financial measures, is a useful financial analysis tool, used by the Company’s
management as described above, that can assist investors in assessing the Company’s
financial condition, operating performance and underlying strength. Adjusted EBITDA should
not be considered in isolation or as a substitute for net income prepared in conformity with
GAAP. Other companies may define Adjusted EBITDA differently. Adjusted EBITDA, as well as
the other information in this filing, should be read in conjunction with the Company’s
financial statements and footnotes contained in the documents that the Company files with
the U.S. Securities and Exchange Commission.

Securities and Exchange Commission

October 5, 2006

Page 4

Note 3. Business Combinations, page 69

    2.

    We note your response to our prior comment 2 in which you explain your rationale for
accounting for the customer relationship intangibles acquired in the Mayflower and Monona
acquisitions as indefinite lived intangible assets. As you have acknowledged in your recent
response, it is the staff’s view that circumstances where customer relationship intangibles
may be accounted for as indefinite lived intangible assets are extremely rare. While your
response indicates a number of factors unique to the companies acquired which support the
treatment of the customer relationship intangibles as indefinite lived intangibles, we believe
that such circumstances warrant clear and robust disclosure of the treatment and the facts and
circumstances which support this treatment in both the Critical Accounting Policies section of
MD&A and the notes to your financial statements. Your revised disclosure in these areas
should include detailed disclosures explaining the Company’s rationale for treatment of these
assets as indefinite lived intangibles and should address the barriers to entry that exist
with respect to potential competitors and alternative suppliers. Your revised disclosures
should also explain the concentration of revenues with a small number of large customers that
exist with respect to each of the acquired entities as well as the existence of long-standing
relationships with these customers by both the Company and the acquired entities which have in
most cases exceeded a period of 40 years. This discussion may be supplemented by any
additional factors which management believes support the use of an indefinite life. As part
of your response, please supplementally provide us with your intended disclosures. We may
have further comment upon receipt of your response.

    Response: Please find below the revised disclosures that the Company intends to include
in its future filings on Form 10-Q and/or Form 10-K, as applicable, which will be updated as
appropriate to include relevant period information

    MD&A — Critical Accounting Policies and Estimates

    Intangible Assets — Indefinite-Lived

    Basis for Accounting Treatment

    The Company’s indefinite-lived intangible assets consist of customer relationships acquired
in the 2005 acquisitions of Mayflower Vehicle Systems, Inc. (“Mayflower”) and Monona Wire
Corporation (“Monona”). The Company has accounted for these customer relationships as
indefinite-live intangible assets, which it believes is appropriate based upon the following
circumstances and conditions under which the Company operates:

Securities and Exchange Commission

October 5, 2006

Page 5

Sourcing, Barriers to Entry and Competitor Risks

The customer sourcing decision for the Mayflower and Monona businesses is heavily predicated
on price, quality, delivery and the overall customer relationship. Absent a significant
change in any or all of these factors, it is unlikely that a customer would source
production to an alternate supplier. In addition, the factors listed below impose a high
barrier for new competitors to enter into this industry. Historical experience indicates
that Mayflower and Monona have not lost any primary customers and/or relationships due to
these factors and such loss is not anticipated in the foreseeable future for the following
reasons:

    •

    Costs associated with setting up a new production line, including tooling
costs, are typically cost prohibitive in a competitive pricing environment;

    •

    The risk associated with potential production delays and a disruption to
the supply chain typically outweighs any potential economic benefit;

    •

    Significant initial outlays of capital and institutional production
knowledge represent a significant barrier to entry. Due to the
asset-intensive nature of the businesses, a new competitor would require a
substantial amount of initial capital;

    •

    Changeover costs are high both from an economic and risk standpoint;

    •

    The highly complex nature of successfully producing electronic wiring
harnesses and complete cab structures in accordance with OEM quality
standards makes it difficult for a competitor to enter the business; and

    •

    There is significant risk in operating the businesses as a result of the
highly customized nature of the business. For example, production runs in
the commercial vehicle business are significantly smaller and are more “build
to order” in nature which requires the systems, expertise, equipment and
logistics in order to be successful.

These costs and risks are the primary prohibiting factors which preclude the Company’s
customers from sourcing their business elsewhere at any given time.

Securities and Exchange Commission

October 5, 2006

Page 6

Duration and Strength of Existing Customer Relationships / Concentrations of Revenue

Mayflower and Monona have long-standing relationships with their existing customers and have
experienced de minimis historical attrition. These relationships have endured over time and
accordingly, an assumption of prospective attrition is inconsistent with this historical
experience and management’s expectations. Both Mayflower and Monona have a limited customer
base, consisting of three primary customers, that has existed for many years, and the
Company had pre-existing long-standing relationships with the same primary customers prior
to the acquisitions of Mayflower and Monona, which in most cases have exceeded a period of
40 years. The Company believes the addition of Mayflower and Monona further strengthens its
existing customer relationships with such customers. Specifically:

Mayflower and Monona’s relationships with their customers’ key decision-making personnel are
mature and stable.

    •

    Mayflower’s and Monona’s customers typically make purchasing decisions
through a team approach versus a single decision maker. Mayflower and Monona
have historically maintained strong relationships with individuals at all
levels of the decision making process including the engineering, operations
and purchasing functions in order to successfully minimize the impact of any
employee turnover at the customer level.

The top three customers of Mayflower and Monona have been established customers for a
substantial period of time.

    •

    Mayflower has had relationships with Volvo/Mack, Freightliner and
International since 1965, 1997 and 2001, respectively. The Company, and/or
its predecessor entities, had pre-existing relationships with these same
customers since 1949, 1954 and 1950, respectively. These customers comprised
approximately XX% and 86% of Mayflower’s revenues for fiscal years 2006 and
2005, respectively.

    •

    Monona has had relationships with John Deere, Caterpillar and Oshkosh
since 1969, 1970 and 1985, respectively. The Company, and/or its predecessor
entities, had pre-existing relationships

Mail Stop 3561
        September 20, 2006

Via Fax & U.S. Mail

Mr. Chad M. Utrup
Chief Financial Officer
6530 West Campus Oval
New Albany, Ohio 43054

Re: Commercial Vehicle Group, Inc.
 Form 10-K for the year ended December 31, 2005
Filed March 10, 2006
 File No. 000-50890

Dear Mr. Utrup:

We have reviewed your response letter  dated September 14, 2006 and have the
following comments.  Unless otherwise indi cated, we think you should revise your
document in future filings in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Form 10-K for the year ended December 31, 2005

Item 6. Selected Financial Data

Mr. Chad M. Utrup
Commercial Vehicle Group, Inc.
September 20, 2006 Page 2

1. We note from your response to our prior co mment 1 that you intend to continue to
exclude from the Adjusted EBITDA measure, non-cash gain(loss) on forward
exchange contracts.  However, we conti nue to believe that this amount should not
be adjusted from EBITDA in accordance  with Item 10(e) of Regulation SK.
Please revise your adjusted EBITDA amount s to exclude this recurring item as it
is reasonably likely to recur.  Also, because  you have indicated that it is probable
that the early extinguishment of debt char ge will become immaterial or disappear
within a near-term finite period, we will not object to your pr esentation of this
amount in the adjustment of EBITDA for pa st periods.  However,  if you continue
to incur charges on early extinguishment of debt in the future, we believe that you should revise your presentation so that the amount is not adjusted from EBITDA
in any periods presented.  Your future Forms 8-K should be similarly revised.
Refer to Item 10(e) of S-K and questions 8 and 9 of the staff’s “Frequently Asked
Questions Regarding the Use of Non-GAAP  Financial Measures” dated June 13,
2003.  Your future Forms 8-K should be similarly revised.

Note 3. Business Combinations, page 69

2. We note your response to our prior comme nt number 2 in which you explain your
rationale for accounting for the customer relationship intangib les acquired in the
Mayflower and Monona acquisitions as indefi nite lived intangible assets. As you
have acknowledged in your recent res ponse, it is the staff’s view that
circumstances where customer relationshi p intangibles may be  accounted for as
indefinite lived intangible assets are extremely rare. While your response
indicates a number of fact ors unique to the companie s acquired which support the
treatment of the customer relationship intangibles as indefinite lived intangibles, we believe that such circumstances warra nt clear and robust disclosure of the
treatment and the facts and circumstances which support this treatment in both the
Critical Accounting Policies section of MD&A and the notes to your financial
statements. Your revised disclosures in  these areas should include detailed
disclosures explaining the Co mpany’s rationale for treatment of these assets as
indefinite lived intangibles an d should address the barriers to entry that exist with
respect to potential competitors and altern ative suppliers. Your revised disclosures
should also explain the concentration of revenues with a small number of large
customers that exist with respect to each  of the acquired entities as well as the
existence of long-standing relationshi ps with these customers by both the
Company and the acquired entities which have in most cases exceeded a period of 40 years. This discussion may be supplemented by any additional factors which management believes support the use of an  indefinite life. As part of your
response, please supplementally provide us with your intended disclosures. We may have further comment upon receipt of your response.

********

Mr. Chad M. Utrup
Commercial Vehicle Group, Inc.
September 20, 2006 Page 3

 You may contact Claire Erlanger at (202) 551-3301 or  me at (202) 551-3813 if
you have questions regarding comments on the fi nancial statements and related matters.

Sincerely,

Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

corresp

200 East Randolph Drive

Chicago, Illinois 60601

    Dennis M. Myers, P.C.

    To Call Writer Directly:

    312 861-2000

    312 861-2232

    Facsimile:

    dmyers@kirkland.com

    www.kirkland.com

    312 861-2200

    Dir. Fax: 312 861-2200

September 14, 2006

Via EDGAR and Federal Express

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attn:

    Linda Cvrkel, Branch Chief

Claire Erlanger

    Re:

    Commercial Vehicle Group, Inc.

    Form 10-K for the year ended December 31, 2005

    Filed March 10, 2006

    (File No. 000-50890)

Ladies and Gentlemen:

          On behalf of Commercial Vehicle Group, Inc., a Delaware corporation (the “Company”),
and pursuant to the applicable provisions of the Securities Act of 1933, and the rules and
regulations promulgated thereunder, please find below the Company’s responses to the comment letter
to Chad M. Utrup, dated August 18, 2006, from the Staff of the Commission, regarding the Company’s
Form 10-K for the year ended December 31, 2005 (the “Form 10-K”). The numbered paragraphs
below set forth the Staff’s comments together with the Company’s
responses. Unless otherwise indicated, capitalized terms used below have the meanings
assigned to them in the Form 10-K.

Form 10-K for the year ended December 31, 2005

Item 6. Selected Financial Data

    1.

    We note from your response to our prior comment 1 that you intend to continue to exclude from
the Adjusted EBITDA measure, charges such as non-cash gain(loss) on forward exchange
contracts, and loss on early extinguishment of debt which have occurred in the last several
years. We also note from your proposed footnote disclosure that you exclude these items
because you believe that some of these items may not occur in certain periods, the amounts
recognized can vary significantly from period to period and these items do not facilitate an

    London

    Los Angeles

    Munich

    New York

    San Francisco

    Washington, D.C.

Securities and Exchange Commission

September 14, 2006

Page 2

    understanding of the Company’s operating performance. With regard to operating performance,
it would appear to us that non-cash gain(loss) on forward exchange contracts, and loss on
early extinguishment of debt are fundamental to your business, as evidenced by your history of
these charges and your frequent debt refinancing transactions. The fact that amounts vary
from period to period does not justify their elimination from your earnings. We also believe
that because these types of expenses have occurred in past years and we have not seen evidence
that they will not occur in the future, they most likely will affect future operating
prospects. Question 8 of the Staff’s Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures, dated June 13, 2003 states that non-GAAP financial measures that eliminate
recurring items more likely would be permissible if management reasonably believes it is
probable that the financial impact of the item will disappear or become immaterial within a
near-term finite period. We do not believe that your response suggests that these adjustments
to Adjusted EBITDA will cease recurring in the near future. Also, we believe that significant
items which vary as to timing and amounts can be separately discussed in MD&A without
eliminating them from Adjusted EBITDA. Please revise your adjusted EBITDA amounts to exclude
recurring items or items that are reasonably likely to recur. Your future Forms 8-K should be
similarly revised. Refer to Item 10(e) of S-K and questions 8 and 9 of the staff’s
“Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures” dated June 13,
2003. Your future Forms 8-K should be similarly revised.

    Response: The Company uses Adjusted EBITDA as a measure of its core operating performance,
which is achieved by the design, manufacture, assembly and sale of its products and excludes
certain expenses that may not be indicative of the Company’s core business operating
results. Accordingly, the Company excludes financing related costs such as the early
extinguishment of debt because the Company believes they are similar to interest expense and
amortization of financing fees, which by definition are excluded from Adjusted EBITDA. The
Company believes that such charges are incidental to, but not reflective of, the Company’s
core operating performance and that it is appropriate to exclude charges related to
financing activities such as the early extinguishment of debt which, depending on the nature
of the financing agreement, would have otherwise been amortized over the period of the
related agreement and does not require a cash settlement. Charges recorded as losses on
early extinguishment of debt have occurred more frequently in prior periods as a direct
result of the Company’s need to modify its capital structure and debt agreements due to its
recent growth from acquisition transactions and aligning its capital structure to support
its long term objectives. Although the Company expects to continue its search for potential
acquisition targets for growth opportunities in the foreseeable future, the Company believes
its capital structure is appropriately aligned whereas it is probable that the financial
impact of this item will become immaterial or disappear within a near-term finite period.
Accordingly, the Company believes that the inclusion of such charges in its determination of
Adjusted EBITDA is not beneficial towards providing a clearer view of its core operating
performance to its investors.

Securities and Exchange Commission

September 14, 2006

Page 3

    As discussed in the Company’s MD&A section of the Form 10-K under the caption “Other
(Income) Expense,” the non-cash gain(loss) on forward exchange contracts relates to the
marking-to-market of the Company’s forward foreign exchange contracts to the fair value at
the end of each reporting period, or the fair value of all contracts at a single point in
time. This value is recorded on the Company’s Consolidated Balance Sheet with the
offsetting non-cash gain or loss recorded as other income or expense in the Company’s
Consolidated Statement of Operations. However, the Company also records its gains and
losses from currency fluctuations upon its core operations during each reporting period in
its Consolidated Statement of Operations, reflecting the impact of the current period
currency fluctuations in its revenue and expenses for that period. For clarification, the
Company would like to note that the currency fluctuation impacts reflected in the Company’s
revenue and expenses for each respective period is different than, and in addition to, the
non-cash marking-to-market valuation impact recorded in its Other (Income) Expense section
of the Consolidated Statement of Operations. The Company believes the inclusion of the
non-cash mark-to-market impact would not result in a fair representation of its operating
performance measure because (i) impacts from currency fluctuations upon its core operations
for each period have already been properly included in the Company’s revenue and expenses in
the Consolidated Statement of Operations and (ii) the mark-to-market effect reflects a
non-cash valuation of all of the Company’s forward foreign exchange contracts at a point in time. Although the Company has
had a history of such mark-to-market changes and does expect them to recur in future
periods, the Company believes that the non-cash gain(loss) on forward exchange contracts is
not indicative to the Company’s core business operating results and it properly reflects
impacts from currency fluctuations upon its core operations during each period in its
operating performance (Adjusted EBITDA).

    The Company believes that the responses set forth above, as well as the additional
disclosure provided in the Company’s Form 8-K dated July 26, 2006, address Item 10(e) of S-K
and the items contained within questions 8 and 9 of the Staff’s “Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures.”

Note 3. Business Combinations, page 69

    2.

    We note from your response to our prior comment 8 that due to the long standing customer
relationships of both Mayflower and Monona and de minimus historical attrition, you believe an
indefinite life of the customer relationship intangible asset is appropriate. We continue to
believe, however, that an intangible asset such as customer relationships does not have an
indefinite life, as evidenced by the fact that absent long-term customer contracts, customers
may take their business elsewhere at any point in time. Furthermore, there do not appear to
be

Securities and Exchange Commission

September 14, 2006

Page 4

    significant barriers for new competitors to enter your line of business. While the
long-standing customer relationships do appear to justify longer than average useful lives, we
continue to believe that they do not justify the use of an indefinite life. Accordingly,
please perform further analysis of the customer relationship intangibles acquired in the
Mayflower and Monona acquisition for the purpose of assigning an appropriate useful life to
the intangible asset. The analysis should include an assessment of the historical attrition
rates of the acquired entities as well as the attrition rates that have occurred since
completion of the acquisitions. As part of your response, please provide us with a copy of
the analysis and all relevant assumptions such as projected revenue and expense amounts,
discount factors, and attrition rates. Also, based on the useful life of the intangible
assets determined from your analysis, please provide us with the amount of amortization
expense that should have been recognized for the year ended December 31, 2005 and the quarters
ended March 31, 2006 and June 30, 2006. To the extent that the amounts are materially
different from those reported in your Form 10-K for the year ended December 31, 2005, and
Forms 10-Q for the quarters ended March 31, 2006 and June 30, 2006, we believe you should
amend your financial statements to include the revised amortization expense.

    Response: The Company notes that the SEC has stated its views regarding an indefinite life
conclusion related to customer-related intangible assets in a speech given by Professional
Accounting Fellow, Mr. Chad A. Kokenge, to the 31st AICPA National Conference on
Current SEC Developments. The transcript of this speech indicates that
the SEC considers the following factors as a basis for why indefinite-lived customer
relationship intangible assets would be “extremely rare.”

    •

    The asset being inherently related to relationships with “people”, where
people in organizations are subject to turnover;

    •

    More broadly, the customer churn rate. Generally, an established customer
turnover rate and likewise, a forecasted customer turnover rate, would
directly affect the life estimate;

    •

    The relative cost or penalty to the customer for terminating the
relationship. Generally, a customer is not “controlled” by an entity such
that the customer can’t transfer its business elsewhere without undue cost or
penalty; and

    •

    Economic effects such as competition and demand. Economic effects will
vary depending on each situation; however, higher demand elasticity and
switching availability would typically correspond to a shorter life estimate.

Securities and Exchange Commission

September 14, 2006

Page 5

    In this regard, the Company notes in the Staff’s response above that it has requested that
the Company perform and provide to the Staff an analysis and all relevant assumptions of the
customer relationship intangible assets acquired in its Mayflower and Monona acquisition for
the purpose of assigning an appropriate useful life to the intangible assets, as well as
computing amortization expense to be assigned against prior reporting period results.

    The Company notes that while the Staff states that indefinite-lived customer relationship
intangible assets may be “extremely rare,” it believes they are possible with a valid and
supportable conclusion and is providing the following additional information in support of
this position and in response to the items discussed in Mr. Kokenge’s speech noted above:

    Sourcing, Barriers to Entry and Competitor Risks

    The customer sourcing decision for each of the Mayflower Vehicle Systems, Inc. and Monona
Wire Corporation businesses is heavily predicated on price, quality, delivery and the
overall customer relationship. Absent a significant change in any or all of these factors,
it is unlikely that a customer would source production to an alternate supplier. In
addition, the reasons listed below support why there is a high barrier for new competitors
to enter into this industry. Historical experience indicates that Mayflower and Monona have
not lost any primary customers and/or relationships due to these
factors and such loss is not anticipated in the foreseeable future for the following
reasons:

    •

    Costs associated with setting up a new production line, including tooling
costs, are typically cost prohibitive in a competitive pricing environment;

    •

    The risk associated with potential production delays and a disruption to
the supply chain typically outweighs any potential economic benefit;

    •

    Significant initial outlays of capital and institutional production
knowledge represent a significant barrier to entry. Due to the
asset-intensive nature of the businesses, a new competitor would require a
substantial amount of initial capital. Specifically, the value of the net
working capital and tangible assets acquired associated with the Mayflower
and Monona businesses at December 31, 2005 was $46.9 million and $16.5
million, respectively;

    •

    Switching costs are high both from an economic and risk standpoint (as
referenced above);

Securities and Exchange Commission

September 14, 2006

Page 6

    •

    The highly complex nature of successfully producing electronic wiring
harnesses and complete cab structures in accordance with OEM quality
standards makes it difficult for a competitor to enter the business; and

    •

    There is significant risk in operating the businesses as a result of the
highly customized nature of the business. For example, production runs in
the commercial vehicle business are significantly smaller and are more “build
to order” in nature which requires the systems, expertise, equipment and
logistics to be able to be successful.

    These costs and risks are the primary prohibiting factors which prevent the Company’s
customers from sourcing their business elsewhere at any given time. Additionally, the
business issues as described above are consistent with the fact that the Company’s
historical and anticipated attrition associated with the business for Mayflower and Monona,
as well as the Company’s other businesses, has been de minimis. In fact, the Company
believes the addition of the Mayflower and Monona customer relations further strengthens its
already existing customer relationships with such customers.

    Significant Customers – Mayflower and Monona

    The top three customers of Mayflower and Monona, comprising approximately 86% and 87% of
their total 2005 revenues, respectively, have been established customers for a
substantial period of time. As noted above, the Company believes that these long-term
relationships are further strengthened by the Company’s pre-existing relationship with these
significant customers prior to these acquisitions. Contained within the tables and
narrative below is a summary of the 2005 and June 2006 year-to-date revenue for each of
these significant customers, as well as the length of their relationship with the acquired
company and length of relationship wi

Mail Stop 3561
        August 18, 2006

Via Fax & U.S. Mail

Mr. Chad M. Utrup
Chief Financial Officer
6530 West Campus Oval
New Albany, Ohio 43054

Re: Commercial Vehicle Group, Inc.
 Form 10-K for the year ended December 31, 2005
Filed March 10, 2006
 File No. 000-50890

Dear Mr. Utrup:

We have reviewed your response lett er dated August 4, 2006 and have the
following comments.  Unless otherwise indi cated, we think you should revise your
document in future filings in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Mr. Chad M. Utrup
Commercial Vehicle Group, Inc.
August 18, 2006 Page 2

Form 10-K for the year ended December 31, 2005

Item 6. Selected Financial Data

1. We note from your response to our prior co mment 1 that you intend to continue to
exclude from the Adjusted EBITDA measure,  charges such as non-cash gain(loss)
on forward exchange contracts, and loss on early extinguishment of debt which
have occurred in th e last several years.  We also  note from your proposed footnote
disclosure that you exclude these items because you believe that some of these
items may not occur in certain peri ods, the amounts recognized can vary
significantly from period to period a nd these items do not facilitate an
understanding of the Company’s operating  performance.  With regard to
operating performance, it would appear to  us that non-cash gain(loss) on forward
exchange contracts, and loss on early exti nguishment of debt are fundamental to
your business, as evidenced by your hist ory of these charges and your frequent
debt refinancing transactions.  The fact that amounts vary from period to period
does not justify their elimination from your earnings.  We also believe that
because these types of expenses have occurred in past years and we have not seen evidence that they will not occur in the fu ture, they most likely will affect future
operating prospects.  Question 8 of th e Staff’s Frequently Asked Questions
Regarding the Use of Non-GAAP Financia l Measures, dated June 13, 2003 states
that non-GAAP financial measures that eliminate recurring items more likely
would be permissible if management re asonably believes it is  probable that the
financial impact of the item will disappear  or become immaterial within a near-
term finite period.  We do not believe that your response suggests that these
adjustments to Adjusted EBITDA will cease recurring in the near future.  Also, we believe that significant items whic h vary as to timing and amounts can be
separately discussed in MD&A without  eliminating them from Adjusted
EBITDA.  Please revise your adjusted  EBITDA amounts to exclude recurring
items or items that are reasonably likely to recur.  Your future Forms 8-K should
be similarly revised.  Refer to Item 10( e) of S-K and questions 8 and 9 of the
staff’s “Frequently Asked Questions Re garding the Use of Non-GAAP Financial
Measures” dated June 13, 2003.  Your fu ture Forms 8-K should be similarly
revised.

Note 3. Business Combinations, page 69

2. We note from your response to our prior comment 8 that due to the long standing customer relationships of both Mayflowe r and Monona and de minimus historical
attrition, you believe an indefinite life of the customer relationship intangible
asset is appropriate.  We continue to be lieve, however, that an intangible asset
such as customer relationships does not ha ve an indefinite life, as evidenced by
the fact that absent long-term customer  contracts, customers may take their

Mr. Chad M. Utrup
Commercial Vehicle Group, Inc.
August 18, 2006 Page 3

business elsewhere at any point  in time.  Furthermore, there do not appear to be
significant barriers for new competitors to enter your line of business.  While the
long-standing customer relationships do appear to justify longer than average
useful lives, we continue to believe that th ey do not justify the use of an indefinite
life.  Accordingly, please perform furthe r analysis of the customer relationship
intangibles acquired in the Mayflower a nd Monona acquisition for the purpose of
assigning an appropriate usef ul life to the intangible a sset.  The analysis should
include an assessment of the historical attriti on rates of the acqui red entities as
well as the attrition rates that have occu rred since completion of the acquisitions.
As part of your response, please provide  us with a copy of the analysis and all
relevant assumptions such as projecte d revenue and expense amounts, discount
factors, and attrition rates.  Also, based on the useful life of the intangible assets
determined from your analysis, please provi de us with the amount of amortization
expense that should have been recognized  for the year ended December 31, 2005
and the quarters ended March 31, 2006 and June 30, 2006.  To the extent that the amounts are materially different from t hose reported in your Form 10-K for the
year ended December 31, 2005, and Forms 10-Q for the quarters ended March 31, 2006 and June 30, 2006, we believe you shoul d amend your financial statements
to include the revised amortization expense.

3. We note from your response to our prior comment 9 that you valued each
acquisition based upon its net asset value and then valued the goodwill of each
acquisition net of the value assigned to ot her intangible assets.  However, we do
not believe that your respons e fully addresses our comment.  Please tell us, and
revise your disclosure in futu re filings, to include a desc ription of the factors that
contributed to a purchase price  that resulted in rec ognition of goodwill (i.e.,
explain the business purpose for an acquis ition that had a purchase price greater
than the value of the tangible and intangi ble assets). See para graph 51(b) of SFAS
No. 141.

Note 7. Debt, page 74

4. We note from your response to our prior comment 11 and your expanded
disclosure in the Form 10-Q for the qua rter ended June 30 , 2006, that you have
included disclosure of the debt transac tion that resulted in the $1.6 million loss on
early extinguishment of debt recorded in 2004.  As previously requested, please
tell us, and revise your notes to the fina ncial statements in future filings to
disclose the nature and terms of the transa ctions that resulted in the loss on early
extinguishment of debt in fiscal 2005.

Mr. Chad M. Utrup
Commercial Vehicle Group, Inc.
August 18, 2006 Page 4

Note 12. Stockholders’ Investment and Stock Op tion and Equity Incentive Plans, page 79

5. We note from your response to our prior comment 12 that the repurchased shares
have been netted against the issuance of  common stock in the Statements of
Stockholders’ Investment.  In future filings, please expand your disclosure in Note 12 to discuss the nature of this tr ansaction, similar to the discussion included
in your response.

********

 You may contact Claire Erlanger at (202) 551-3301 or  me at (202) 551-3813 if
you have questions regarding comments on the fi nancial statements and related matters.

Sincerely,

Linda Cvrkel
Branch Chief

CORRESP
1
filename1.htm

corresp

COMMERCIAL
VEHICLE GROUP, INC.

6530 West Campus Oval

New Albany, Ohio 43054

August 4, 2006

VIA
EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:

    Joseph A. Foti, Senior Assistant
Chief Accountant

    Claire Erlanger

    Linda Cvrkel

    Re:

    COMMERCIAL VEHICLE GROUP, INC. (the “Company”)

    Form 10-K for the year ended December 31, 2005

    Filed March 10, 2006

    (File No. 000-50890)

Ladies and Gentlemen:

          In connection with the Company’s responses to the comment letter to Chad M. Utrup, dated July
6, 2006, from the staff of the Securities and Exchange Commission (the “Commission”), regarding the
Company’s Form 10-K for the year ended December 31, 2005, the Company’s Form 10-Q for the quarter
ended March 31, 2006 and the Company’s Form 8-K dated April 26, 2006, February 1, 2006, October 25,
2005 and July 26, 2005 (collectively, the “filings”), the Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in
the filings;

    •

    Staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

    •

    the Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

          Please call Dennis M. Myers of Kirkland & Ellis LLP, special counsel to the Company, at (312)
861-2232 with any questions relating to the foregoing.

    Very truly yours,

    COMMERCIAL VEHICLE GROUP, INC.

    By:

Name:

    /s/ Chad M. Utrup

Chad M. Utrup

    Its:

    Chief Financial Officer

CORRESP
1
filename1.htm

corresp

200 East Randolph Drive

Chicago, Illinois 60601

    Dennis M. Myers, P.C.

    To Call Writer Directly:

    312 861-2000

    312 861-2232

    Facsimile:

    dmyers@kirkland.com

    www.kirkland.com

    312 861-2200

    Dir. Fax: 312 861-2200

August 4, 2006

Via
EDGAR and Federal Express

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attn:

    Joseph A. Foti, Senior Assistant Chief Accountant

Claire Erlanger

Linda Cvrkel

    Re:

    Commercial Vehicle Group, Inc.

    Form 10-K for the year ended December 31, 2005

    Filed March 10, 2006

    (File No. 000-50890)

Ladies and Gentlemen:

                         On behalf of Commercial Vehicle Group, Inc., a Delaware corporation (the “Company”),
and pursuant to the applicable provisions of the Securities Act of 1933, and the rules and
regulations promulgated thereunder, please find below the Company’s responses to the comment letter
to Chad M. Utrup, dated July 6, 2006, from the Staff of the Commission, regarding the Company’s
Form 10-K for the year ended December 31, 2005 (the “Form 10-K”), the Company’s Form 10-Q
for the quarter ended March 31, 2006 and the Company’s Form 8-K dated April 26, 2006, February 1,
2006, October 25, 2005 and July 26, 2005. The numbered paragraphs below set forth the Staff’s
comments together with the Company’s responses. Unless otherwise indicated, capitalized terms used
below have the meanings assigned to them in the Form 10-K.

Form 10-K for the year ended December 31, 2005

Item 6. Selected Financial Data

    1.

    We note that your presentation of the non-GAAP performance measure EBITDA eliminates non-cash
gain(loss) on forward exchange contracts, loss on early extinguishment of debt, and an
impairment charge associated with adopting SFAS No. 142. Because you adjust for items other
than interest, taxes, depreciation, and amortization, titling the measure EBITDA may be
confusing to investors. Please revise the title to indicate clearly that you have adjusted
the measure for additional items. For

    London

    Los Angeles

    Munich

    New York

    San Francisco

    Washington, D.C.

Securities and Exchange Commission

August 4, 2006

Page 2

guidance, see Question 14 of the Non-GAAP FAQs. Also, we note that the non-cash gain(loss) on
forward exchange contracts and loss on early extinguishment of debt have occurred in the last
several years and there is no indication they will not recur in the future. This non-GAAP
performance measure does not comply with the requirements of Item 10(e) of Regulation S-K because
it eliminates items reasonably likely to recur within two years or occurring within the previous
two years. Please revise your adjusted EBITDA amounts to exclude recurring items or items that are
reasonably likely to recur. Refer to Item 10(e) of S-K and questions 8 and 9 of the staff’s
“Frequently Asked Questions Regarding the Use of Non-GAAP Financial Measures” dated June 13, 2003.

Response: The Company will revise its definition, presentation and reconciliation of EBITDA and
related explanatory footnotes in all future filings to incorporate the effect of any adjustments
and will use the title “Adjusted EBITDA.”

The schedule below presents the reconciliation of Net Income (GAAP) to Adjusted EBITDA (non-GAAP)
using the revised presentation for Selected Financial Data included in the Company’s Form 10-K for
the year ended December 31, 2005. The Company will, in all future filings, use a similar format
whereby Adjusted EBITDA is presented as in the table below.
Furthermore, the revised footnote disclosures below will be provided to give additional information
to investors regarding the reconciliation of Net Income to Adjusted EBITDA.

    Reconciliation to Net Income:

    2005

    2004

    2003

    2002

    2001

    Net Income

    $
    49,411

    $
    17,449

    $
    3,964

    $
    (45,480
    )

    $
    (2,015
    )

    Add (subtract):

    Depreciation & amortization

    12,064

    7,567

    8,106

    8,682

    12,833

    Interest Expense

    13,195

    7,244

    9,796

    12,940

    14,885

    Provision for Income Taxes

    29,138

    6,481

    5,267

    5,235

    5,072

    Noncash (gain) loss on forward exchange contracts

    (3,793
    )

    (1,290
    )

    3,230

    1,098

    (2,347
    )

    Loss on early extinguishment of debt

    1,525

    1,605

    2,972

    —

    —

    Miscellaneous expense

    52

    43

    —

    —

    —

    Cumulative effect of change in accounting principle

    —

    —

    —

    51,630

    —

    Adjusted EBITDA (1)

    101,592

    39,099

    33,335

    34,105

    28,428

Footnote to Table Above

(1)Adjusted EBITDA is a non-GAAP financial measure that is reconciled to net income,
its most directly comparable GAAP measure, in the accompanying financial tables. Adjusted EBITDA
is defined as net earnings before interest, taxes, depreciation, amortization, gains/losses on
foreign currency transactions, gains/losses on the early extinguishment of debt, miscellaneous
income/expenses and cumulative effect of changes in accounting principle. In calculating Adjusted
EBITDA, the Company excludes the effects of gains/losses on foreign currency transactions,
gains/losses on the early extinguishment of debt, miscellaneous income/expenses and cumulative
effect of changes in accounting principles because the Company’s management believes that some of
these items may not occur in certain periods, the amounts recognized can vary significantly from
period to period and these items do not facilitate an understanding of the Company’s operating
performance. The

Securities and Exchange Commission

August 4, 2006

Page 3

Company’s
management utilizes Adjusted EBITDA as an operating performance measure
in conjunction with GAAP measures, such as net income and gross margin calculated in conformity
with GAAP.

The Company’s management uses Adjusted EBITDA as an integral part of its report and planning
processes and as one of the primary measures to, among other things:

    (i)

    monitor and evaluate the performance of the Company’s business
operations;

    (ii)

    facilitate management’s internal comparisons of the Company’s historical
operating performance of its business operations;

    (iii)

    facilitate management’s external comparisons of the results of its
overall business to the historical operating performance of other companies
that may have different capital structures and debt levels;

    (iv)

    review and assess the operating performance of the Company’s management
team and as a measure in evaluating employee compensation and bonuses;

    (v)

    analyze and evaluate financial and strategic planning decisions regarding
future operating investments; and

    (vi)

    plan for and prepare future annual operating budgets and determine
appropriate levels of operating investments.

The Company’s management believes that Adjusted EBITDA is useful to investors as it provides them
with disclosures of the Company’s operating results on the same basis as that used by the Company’s
management. Additionally, the Company’s management believes that Adjusted EBITDA provides useful
information to investors about the performance of the Company’s overall business because the
measure eliminates the effects of certain recurring and other unusual or infrequent charges that
are not directly attributable to the Company’s underlying operating performance. Additionally, the
Company’s management believes that because it has historically provided a non-GAAP financial
measure in previous filings, that continuing to include a non-GAAP measure in its filings provides
consistency in its financial reporting and continuity to investors for comparability purposes.
Accordingly, the Company believes that the presentation of Adjusted EBITDA, when used in
conjunction with GAAP financial measures, is a useful financial analysis tool, used by the
Company’s management as described above, that can assist investors in assessing the Company’s
financial condition, operating performance and underlying strength. Adjusted EBITDA should not be
considered in isolation or as a substitute for net income prepared in conformity with GAAP. Other
companies may define Adjusted EBITDA differently. Adjusted EBITDA, as well as the other
information in this filing, should be read in conjunction with the Company’s financial statements
and footnotes contained in the documents that the Company files with the U.S. Securities and
Exchange Commission.

With regard to the request that the Company revise its Adjusted EBITDA to exclude recurring
items or items that are reasonably likely to recur:

    •

    Regulation S-K, Item 10(e)(B) specifies “a registrant must not adjust a non-GAAP
performance measure to eliminate or smooth items identified as non-recurring, infrequent or
unusual, when the nature of the charge or gain is such that it is reasonably likely to
recur within two years or there was a similar charge or gain within the prior two years.”

Securities and Exchange Commission

August 4, 2006

Page 4

    In this regard, please refer to the Company’s revised table and footnote disclosure above
and the response to Question 14 for an explanation of why the Company has excluded these
items.

    •

    Answer 8 of “Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures” specifies, “...while there is no per se prohibition against removing a recurring
item, companies must meet the burden of demonstrating the usefulness of any measure that
excludes recurring items, especially if the non-GAAP financial measure is used to evaluate
performance”

    Because there is no per se prohibition on the removal of recurring items, the Company has
excluded these recurring items in its determination of Adjusted EBITDA. In this regard,
please refer to the Company’s revised table and footnote disclosure above and the response
to Question 14 for an explanation of why the Company has excluded these items.

    2.

    In future filings, please revise to either disclose or cross-reference to a discussion
thereof, any factors that materially affect the comparability of the information provided in
your Selected Financial Data. Such items may include, but not be limited to, business
acquisitions or dispositions, accounting changes or other significant or unusual items which
may be helpful to an investor’s understanding of the selected financial data. Refer to the
requirements of Item 301 of Regulation S-K.

Response: The Company acknowledges the Staff’s comment. Although the Selected Financial Data
disclosure does cross-reference readers to the MD&A and the Company’s Consolidated Financial
Statements included in the Form 10-K, the Company recognizes that with respect to any factors that
materially affect the comparability of the information presented in that section, more specificity
would assist investors in understanding and locating such information to aid in their understanding
of the data presented. Accordingly, in future filings with the Commission, the Company will
provide disclosure and cross-reference as follows:

Material Events Affecting Financial Statement Comparability:

The Company’s 2005 acquisitions of Mayflower Vehicle Systems, Monona Wire Corporation and Cabarrus
Plastics, Inc. materially impacted our results of operations and as a result, our consolidated
financial statements for the year ended December 31, 2005 are not comparable to the results of the
prior periods presented without consideration of the information provided in Note 3 and Note 7 to
our consolidated financial statements contained in Item 15 of the Company’s Annual Report on Form
10-K for the year ended December 31, 2005.

Securities and Exchange Commission

August 4, 2006

Page 5

Notes to the Financial Statements

—General

    3.

    We note from your balance sheet that you have a significant amount of accounts receivable at
December 31, 2005. Please tell us, and disclose in the notes to the financial statements and
the Critical Accounting Policies section of MD&A in future filings, a description of your
accounting policies and methodology used to estimate the allowance for doubtful accounts, your
policy for charging off uncollectible trade receivables, and your policy for determining past
due or delinquency status. See paragraph 13a-c of SOP 01-6.

Response: In accordance with the provisions of paragraph 13(a)-(c) of SOP 01-6, “Accounting by
Certain Entities (Including Entities with Trade Receivables) That Lend to or Finance the Activities
of Others”, the Company will prospectively disclose the following items within the Significant
Accounting Policies section of the Notes to the Consolidated Financial Statements and, if material,
the Critical Accounting Policies section of the MD&A:

    •

    A description of the accounting policies and methodology used to estimate the Company’s
allowance for doubtful accounts. This description will identify the factors that
influenced management’s judgment (i.e., historical loss experience, aging category of
account receivable and financial condition of its customers) and a discussion of risk
elements;

    •

    The Company’s policy for charging off uncollectible trade receivables; and

    •

    The Company’s policy for determining past due or delinquency status.

Per the Staff’s request, presented below is a summary of the Company’s current policies and
methodology relating to trade accounts receivable and allowance for doubtful accounts which will be
included in future filings:

Trade accounts receivable are stated at historical value less allowance for doubtful
accounts, which approximates fair value. This estimated allowance is based primarily on
management’s evaluation of specific balances as the balances become past due, the financial
condition of its customers and the Company’s historical experience of write-offs. If not
reserved through specific identification procedures, the Company’s general policy for
uncollectible accounts is to reserve at a certain percentage threshold, based upon the aging
categories of accounts receivable. Past due status is based upon the due date of the
original amounts outstanding. When items are ultimately deemed to be uncollectible, they
are charged off against the reserve previously established in the allowance for doubtful
accounts.

Securities and Exchange Commission

August 4, 2006

Page 6

    4.

    We note from your website, www.cvgrp.com, that your organization structure includes a
separate research and development branch. To the extent that the costs are material, please
disclose in your notes to the financial statements in future filings, the total research and
development costs charged to expense in each period for which an income statement is
presented. See paragraph 13 of SFAS No. 2.

Response: Information about the
Company’s Research and Development (R&D) department is placed on
its website in order to communicate recent developments, technology advancements and capabilities.
The R&D department consists of a small staff of engineers who direct the Company’s global R&D
efforts. With regard to the provisions of SFAS No. 2, “Accounting for Research and Development
Costs”, the Company has not historically presented separately or
disclosed the periodic cost related to the R&D department personnel, materials and equipment as it is
an immaterial component of the Company’s Consolidated Financial Statements.

Note 2. Significant Accounting Policies

—Goodwill and Intangible Assets, page 63

    5.

    In light of the fact that goodwill and intangible assets represent a significant portion of
your total assets on your consolidated balance sheets in each of the periods presented, please
revise future filings to expand your discussion to include the factors and/or indicators used
by manage

Mail Stop 3561
        July 6, 2006

Via Fax & U.S. Mail

Mr. Chad M. Utrup
Chief Financial Officer
6530 West Campus Oval
New Albany, Ohio 43054

Re: Commercial Vehicle Group, Inc.
 Form 10-K for the year ended December 31, 2005
Filed March 10, 2006
 File No. 000-50890

Dear Mr. Utrup:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Form 10-K for the year ended December 31, 2005

Item 6. Selected Financial Data

1. We note that your presentation of the non-GAAP performance measure EBITDA eliminates non-cash gain(los s) on forward exchange contracts, loss on early

Mr. Chad M. Utrup
Commercial Vehicle Group, Inc.
July 6, 2006 Page 2

extinguishment of debt, and an impairment  charge associated  with adopting SFAS
No. 142.  Because you adjust for items other than interest, taxes, depreciation, and
amortization, titling the measure EBITDA may be confusing to investors.  Please
revise the title to indicate clearly th at you have adjusted the measure for
additional items.  For guidance, see Question 14 of the Non-GAAP FAQs.  Also, we note that the non-cash gain(loss) on fo rward exchange contracts and loss on
early extinguishment of debt  have occurred in the last  several years and there is
no indication they will not recur in the future.  This non-GAAP performance measure does not comply with the require ments of Item 10(e) of Regulation S-K
because it eliminates items reasonably likely to recur within two years or occurring within the previous two years.  Please revise your adjusted EBITDA amounts to exclude recurring items or items that are reasonably likely to recur.
Refer to Item 10(e) of S-K and questions 8 and 9 of the staff’s “Frequently Asked
Questions Regarding the Use of Non-GAAP  Financial Measures” dated June 13,
2003.

2. In future filings, please revise  to either disclose or cross-reference to a discussion
thereof, any factors that materially aff ect the comparability of the information
provided in your Selected Financial Data . Such items may include, but not be
limited to, business acquisitions or disp ositions, accounting changes or other
significant or unusual items which may be helpful to an investor’s understanding
of the selected financial data.  Refe r to the requirements of Item 301 of
Regulation S-K.

Notes to the Financial Statements

– General

3. We note from your balance sheet that you have a significant amount of accounts
receivable at December 31, 2005.  Please tell us, and disclose in the notes to the financial statements and the Critical Accounting Policies section of MD&A in future filings, a description of your accounting policies and methodology used to estimate the allowance for doubtful acc ounts, your policy for charging off
uncollectible trade receivables, and your  policy for determ ining past due or
delinquency status.  See pa ragraph 13a-c of SOP 01-6.

4. We note from your website, www.cvgrp.com , that your organization structure
includes a separate research and developmen t branch.  To the extent that the costs
are material, please disclose in your notes to the financial statements in future filings, the total research  and development costs charged to expense in each
period for which an income statement is presented.  See paragraph 13 of SFAS No. 2.

Mr. Chad M. Utrup
Commercial Vehicle Group, Inc.
July 6, 2006 Page 3

Note 2. Significant Accounting Policies

– Goodwill and Intangible Assets, page 63

5. In light of the fact that  goodwill and intangible asse ts represent a significant
portion of your total assets on your conso lidated balance sheets in each of the
periods presented, please revise future f ilings to expand your discussion to include
the factors and/or indicators used by management to evaluate whether the
carrying value of goodwill or other intangibl e assets may not be recoverable.
Also, please disclose the significan t estimates and assumptions used by
management in assessing the recoverabi lity of the net carrying value of the
asset(s), and further, in determining th e amount of any impairment loss to be
recognized.

6. We note your disclosure of amortiza tion expense for fiscal 2005, 2004 and 2003.
In future filings, please disclose the es timated aggregate amortization expense for
each of the five succeeding year s.  See paragraph 45 of SFAS 142.

- Revenue Recognition, page 63

7. We note from your disclosure that in the case of arrangements that require
significant production, modification, or customization of products, you follow the
guidance in SOP 81-1, whereby you apply percentage-of- completion, completed
contract, or other specified accounting me thods, as deemed appropriate.  Please
explain to us, and disclose in your reve nue recognition policy in future filings,
how you determine whether to use percentage-of-completion accounting or completed contract accounting.  See paragra ph 15 of ARB 45.  Also, please tell us
and disclose the nature of  the “other specified accounting methods” that you use
for revenue recognition.  Additionally, please te ll us and disclose in future filings,
the method of measuring the extent of progress toward completion (e.g., cost-to-
cost, direct labor) used under the percentage-of-completion method and the criteria used to determine substantia l completion under the completed contract
method.  See paragraphs 21, 45 and 52 of  SOP 81-1.  We may have further
comment upon review of your response.

Note 3. Business Combinations, page 69

8. We note from your disclosures that in  connection with the Mayflower and
Monona acquisitions, you recognized intangi ble assets related to customer
relationships with an indefinite life.  Please explain to us how you determined or
calculated the amount that was allocated  to customer relationships for each
acquisition and explain in detail why you belie ve that the assets have an indefinite
life.  Please note that as a general rule , we do not believe cu stomer relationship
intangibles should be accounted  for as indefinite lived in tangibles.  Furthermore,

Mr. Chad M. Utrup
Commercial Vehicle Group, Inc.
July 6, 2006 Page 4

we believe that customer relationship intangibles should not be amortized over
periods in excess of fifteen years absent evidence indicating a longer useful life is
appropriate.  Include in your  response all significant assumptions used in the
valuation and determination of  the indefinite life.  Als o, please explain to us how
you determined or calculated the $6.5 m illion allocated to trademarks, trade-
names or copyrights acquired in the M onona acquisition and how the useful life
of those assets was determined.  We may have further comment upon receipt of
your response.

9. We note that each of the three acquisitions made during 2005 had a purchase price that resulted in goodwill.  Please tell us , and revise your disclosure in future
filings, to include a description of the f actors that contributed to a purchase price
that resulted in recognition of goodwill.   See paragraph 51(b) of SFAS No. 141.

10. We note that in your disclosure of the valuation of goodwill for each acquisition made in 2005 you have included a line item titled “net assets of Mayflower at historical cost.”  Please confirm to us, a nd revise your disclosure in future filings,
to indicate if true, that the amount included in  this line item is the fair value of the
acquired assets.  Alternatively, explai n why you believe your computation of
goodwill is appropriate and in accordance with  the guidance in SFAS No. 141.

Note 7. Debt, page 74

11. We note from your statements of operat ions that in fiscal years 2005, 2004 and
2003, you incurred a loss on early extinguishm ent of debt.  Please tell us and
revise the notes to the financial statements in future filings to disclose the nature and terms of the transactions that resulted  in the write-off of deferred fees.  As
part of your response you should also explain why you believe it was appropriate
to expense the costs associated with th e amendment of your credit agreement.
Also, we note from the MD&A section that you capitalized $6.0 million of third
party fees in 2005 which rela te to the amended credit agreement. Please disclose
your accounting for these fees in the notes to the financial statements in future filings.

Note 12. Stockholders’ Investment and Stock Option and Equity Incentive Plans

12. We note the disclosure in Note 12 indicating that during 2004, the Company
repurchased 50,874 shares of common stock from certain stockholders at an average price of $4.78 per share.  Please ex plain why this trans action has not been
reflected in the Company’s Consolidated Statement of Stockholders’ Investment for the year ended December 31, 2004.  Also, please tell us when the repurchased shares were originally issued, their vesting terms, if applicable, and the specific timing and business reasons for reacquiring the shares.  Also, please indicate
whether any compensation expense was recognized in connection with the

Mr. Chad M. Utrup
Commercial Vehicle Group, Inc.
July 6, 2006 Page 5

repurchased shares and explain how it wa s calculated or determined.  We may
have further comment upon receipt of your response.

Form 10-Q for the quarter ended March 31, 2006

Note 3. Stock-Based Compensation

13. We note from your disclosure that as a result of adopting SFAS 123(R), net
income for the three months ended Ma rch 31, 2006 was $0.1 million lower than if
you had continued to account for stoc k-based compensation under APB 25 and
the change to earnings per share would have been immaterial.  In future filings,
please disclose the effect of the change from applying the orig inal provisions of
SFAS 123 on income before income taxes,  cash flow from operations, and cash
flow from financing activities.  See paragraph 84 of SFAS No. 123(R).

Form 8-K dated April 26, 2006, February  1, 2006, October 25, 2005, and July 26,
2005

14. We note your presentation of the non-GAAP performance measure EBITDA
because you believe it is widely accepted that EBITDA provides useful information to management and investor s regarding operating results.  We also
note that you eliminate other non-operati ng income (expense), loss on early
extinguishment of debt, and noncash opt ion charges in the calculation of
EBITDA.  Because you adjust for items ot her than interest, taxes, depreciation,
and amortization, titling the measure EBIT DA may be confusing to investors.
Please revise the title to indicate clearl y that you have adju sted the measure for
additional items.  For guidance, see Qu estion 14 of the Non-GAAP FAQs.  In
addition, we do not believe that the wide use of EBITDA is a substantive reason
specific to you that demonstrates usefulness to potential investors.  The fact that the non-GAAP measure is used by or useful  to analysts, for example, cannot be
the sole support for presenting the non-GAAP  financial measure.  See footnote 44
to FR-65.  Please tell us and revise to di sclose the substantive reason specific to
you that demonstrates the usefulness to investors of disregar ding recurring items
such as other non-operating income (expe nse), loss on early extinguishment of
debt and noncash option charges from th is non-GAAP measure, as required by
Item 2.02 of Form 8-K and Item 10( e)(1)(i)(C) of Regulation S-K.

********

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information

Mr. Chad M. Utrup
Commercial Vehicle Group, Inc.
July 6, 2006 Page 6

investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Claire Erlanger at  (202) 551-3301 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact me at
(202) 551-3813 with any other questions.

Sincerely,

Linda Cvrkel
Branch Chief