2010 Annual Meeting This presentation contains forward-looking - PowerPoint PPT Presentation

2010 Annual Meeting

This presentation contains forward-looking statements that are subject to risks and uncertainties. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or similar expressions. In particular, this presentation contains forward-looking statements about Company estimates for future periods with respect to cost savings, restructuring charges, revenues or other financial information. These statements are based on certain assumptions that the Company has made in light of its experience in the industry as well as its perspective on historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. Actual results may differ materially from the anticipated results because of certain risks and uncertainties, including but not limited to: (i) general economic or business conditions affecting the markets in which the Company serves; (ii) the Company's ability to develop or successfully introduce new products; (iii) risks associated with conducting business in foreign countries and currencies; (iv) increased competition in the heavy-duty truck market; (v) our failure to complete or successfully integrate additional strategic acquisitions; (vi) the impact of changes in governmental regulations on the Company's customers or on its business; (vii) the loss of business from a major customer or the discontinuation of particular commercial vehicle platforms; (viii) the Company’s ability to obtain future financing due to changes in the lending markets or its financial position; (ix) our ability to comply with the financial covenants in our revolving credit facility; and (x) various other risks as outlined in CVG’s SEC filings. There can be no assurance that statements made in this presentation relating to future events will be achieved. CVG undertakes no obligation to update or revise forward- looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time. All subsequent written and oral forward-looking statements attributable to CVG or persons acting on behalf of CVG are expressly qualified in their entirety by such cautionary statements. For a complete description of risks, please refer to our 2009 Annual Report on Form 10-K and current SEC reports on file. 2

Good Afternoon and Welcome to 2010 Annual Meeting of Stockholders 3

Mervin Dunn, President & CEO Chad M. Utrup, Chief Financial Officer Gerald L. Armstrong, President, Cab Systems W. Gordon Boyd, President, Seating Systems Kevin R.L. Frailey, Executive Vice President, Electrical Systems Robert E. Averitt, Vice President, Strategy and Business Development Patrick E. Miller, Executive Vice President, Purchasing 4

In response to production decreases in our heavy truck, construction and other key end-markets, we: Closed or consolidated facilities world-wide Reduced workforce by more than 20% Cut SG&A expenses by nearly 24% compared to 2008 Imposed wage cuts and furloughs for employees Decreased capital spending Temporarily eliminated matching 401(k) contributions Eliminated non-strategic business Achieved incremental business wins with select customers Equity offering Tax refund Continued our strategic direction

Pursue initiatives to capitalize on Future Growth – Expand capabilities in Mexico – Focus on growth in India and China 2010 NAFTA HDT Build Forecast

Heavy and Medium Truck Market 265,000 units 1 Major Players -Tata - Mahindra/Navistar - Force/Man - Tatra - AMW ( Asia Motor Works) - Daimler - Ashkok Leyland - Eicher/Volvo Construction Market 44,000 units 1 Major Players - JCB - Telco/TATA - Case/Komatsu - Ingersol Rand - Escort - Caterpillar - Volvo - BEML 1 Internal Company Sources

Pursue additional new business and “conquest” business wins – Continue to monitor competitors operating in a distressed state for additional opportunities – Invest in new processes or capabilities Pursue strategic, smaller, add-on acquisitions to augment strategic initiatives – Capitalize on track record of successful integration and performance

Support investment in technologies and efficiencies Support working capital requirements as volumes increase

Sales by End Market CVG Sales by Product 1999 1999 Other 5% Trim Systems and Components Heavy Truck 95% 100% 2009 2009 Other 8% Trim Electronic Components Systems and Military, Ag. and Systems Components and Bus 24% 17% 15% Heavy Truck OEM 48% Aftermarket / Cab Structures Seats and OEM Service and Seating 14% Components Systems Wipers, 19% 31% Controls, Mirrors Construction 9% 15%

First Quarter 2010: public offering of common stock – 4.37 million shares – Priced at $6.25 per share – Robert W. Baird and Company acted as underwriter – CVG received approximately $25.4 million of net proceeds from the offering $21.4 million cash tax refund during the second quarter of 2010 Jan 2009 May 2010 Due to strong actions management has taken, 2009 Peak ABL Borrowing of $28.1M to 2010 Cash $50 - Balance of over $50.0M - - Stock Offering + Tax Refund + Revolver Capacity = $0 - Strong Balance Sheet / Liquidity -$28.1 – With this Liquidity we have the ability to:

Grow – new markets / customers − Mexico Opportunities − China Opportunities − India Opportunities Innovate and invest in new products & technologies

2009 Financial

Revenues Adjusted Operating Income (1) ($ in millions) $918.8 ($ in millions) $97.5 $89.5 $763.5 $754.5 $696.8 $585.6 $31.5 $458.6 $20.3 $380.4 $14.4 $10.1 $(38.6) 2004 2005 2006 2007 2008 2009 Q1 2010 2004 2005 2006 2007 2008 2009 Q1 2010 Annualized Annualized (2) (2) (in thousands) N.A. Class 8 Production (3) N.A. Class 8 Production (3) (in thousands) 269 339 376 212 206 118 135 269 339 376 212 206 118 135 (1) Results excludes restructuring charges, gain on sale of long-lived assets, goodwill and intangible asset impairments and long-lived asset impairments. See “Non - GAAP Measures” at the end of this presentation for further information. (2) Q1 2010 annualized numbers are used for illustration only and should not be used as projections. (3) ACT Research.

Quarterly Revenue Global industry recession continued to challenge the business through 2009 with signs of recovery $146.4 ($ in millions) $135.7 in late 2009 and early 2010 $110.8 $108.5 $103.5 Continued improvement in financial results on a sequential quarter-over-quarter basis – last five quarters Favorable impact of SG&A cost reduction and manufacturing realignment throughout 2009 Q1 2009 Q2 2009 Q3 2009 Q4 2009 Q1 2010 Continue to drive culture of entrepreneurship, innovation and employee engagement to improve Quarterly Adjusted Operating Income (1) our bottom line Focus on strategic efforts during downturn: Q1 2009 Q2 2009 Q3 2009 Q4 2009 Q1 2010 $3.6 – diversification – profit improvement goals across $(2.6) organization $(7.8) $(11.6) Actions during 2009 and into 2010 demonstrate significant progress $(16.7) towards CVG’s long -term financial opportunity _____________________ Excludes restructuring charges, gain on sale of long-lived assets, goodwill and intangible asset impairments and long-lived asse t impairments. See “Non - GAAP Measures” at the end of this presentation for further (1) information.

Indicators Predict Early Stages of Recovery North American Class 8 Build (1) 2009 production expected to be cyclical low (units in thousands) 376 311 299 Recent momentum in freight activity 232 212 206 Truck ages at historical highs 135 118 2006 2007 2008 2009 2010F 2011F 2012F 2013F Significant Opportunity For Market Growth North American Class 5-7 Build (1) Early stages of penetration into large Asian (units in thousands) 275 commercial vehicle market 206 192 158 154 177 116 98 Continued growth in China 2006 2007 2008 2009 2010F 2011F 2012F 2013F Opportunity in other emerging markets (India, 2011F Global Medium and Heavy Truck Production (2) Russia, South America etc.) New business wins with new and existing E.U. customers 22% North Asia Growth opportunities in Asia with strong America 58% 20% production volumes _____________________ ACT Research. (1) (2) JD Power. Note: Medium and Heavy Truck market defined as >6.0 tons. Asia defined as China and India.

($ in millions) Adj. Operating Income Margin 20.0% Adj. Operating Income Margin 2007 Level 2006 Level Q1 2010 $696.8 Sales $918.8 Sales 15.0% Run Rate 2.9% Margin 10.6% Margin 10.0% 5.0% 0.0% (5.0%) $585 $600 $700 $800 $900 $1,000 $1,100 Annual Sales Assumes 25% contribution margin only Illustration only – Not to be used as actual projections Recent trends and re-aligned cost structure provides positive potential with improved cost basis _____________________ Note: Adjusted operating income excludes restructuring charges, gain on sale of long-lived assets, goodwill and intangible asset impairments and long- lived asset impairments. See “Non -GAAP Measures” at the end of this presentation for further information.