Chad M. Utrup - Chief Financial Officer Kevin Frailey - EVP, Business Development

David Leiker - Robert W. Baird & Co. Chris Noel Mark Bishop - RBC Capital Markets Alan Weber - Robotti & Co. David Leiker

Good day, ladies and gentlemen, and welcome to the second quarter 2008 Commercial Vehicle Group conference call. My name is Caressa, and I will be your coordinator for today. (Operator Instructions) I would now like to turn the presentation over to your host for today's call, Mr. Chad Utrup. Please proceed.

Thank you and welcome, everybody, to the conference call. As usual, before we begin the formal portion of today's call, I will first read through our Safe Harbor language and then I'll pass the call over to Kevin Frailey, our EVP of Business Development, for a brief update. And then I'll take you through our results for the second quarter of 2008 and a discussion regarding key factors and drivers for the balance of this year. And then we'll take time to answer your questions. Just as a quick update, Merv's unfortunately stuck in a plane, which was delayed taking off, so Kevin will be providing his update for you today and if Merv is able to join us later in the call, he'll do so. With that, I would like to remind you that this conference call contains forward-looking statements. Actual results may differ from anticipated results because of certain risks and uncertainties. These may include, but are not limited to, the economic conditions in the markets in which CVG operates, fluctuations in the production volumes of vehicles for which CVG is a supplier, risks associated with conducting business in foreign countries and currencies, and other risks detailed in our SEC filings. With that, I will turn the call over to Kevin.

Thank you, Chad, and thanks, as well, to everyone who has joined us on the call today. Overall, we had a positive second quarter with truck builds coming in better than our initial estimates and strong construction build rates continuing through the early part of the quarter. Despite this fact and based on recent events and trends, we believe chances for a significant rebound in the second half of the year are increasingly unlikely. Despite some of the improvements we saw during the second quarter, several issues point to a delayed recovery for us. Primary among them is the rising price of crude oil and the overall state of our economy. Current indications are that oil prices may remain high and, as we all know, a higher crude oil price has increased the national cost of diesel fuel. In addition to the impact this increase is having on our customers, CVG itself directly feels the effect of rising petrol costs in both our revenues and on our cost base. Heavy duty truck operators suffer as their ton miles decrease while at the same time their cost to operate has increased. These two forces lower the profitability of carriers, which results in a lower demand for heavy duty trucks. This, among other factors, is causing our own costs to increase as both inbound freight expenses increase and the piece cost of petro-based supplies and products we use increase. On the housing front, we are all aware that a continued mortgage crisis has led to the lowest number of housing starts in years. This is further down force against the demand for ton miles, which ultimately contributes to a reduced need for heavy duty trucks. As many of you know, the construction industry, especially in Europe and Asia, has been a bright…

Thanks, Kevin. Overall, as Kevin said, we are pleased with our second quarter results despite the continued economic pressures which have certainly escalated further since our last conference call. Revenues for this quarter were relatively strong at $209.2 million, which is up $50.7 million from the second quarter last year. This is due to a stronger Class 8 market. The acquisitions we made in the fourth quarter of last year, of course, added incremental revenues, as well as strength in our construction market, organic growth, as well as cost pass throughs. Each of these inflated our revenues over the prior year quarter. Operating income was $6.3 million, up $5.6 million compared to the second quarter of last year. This is lower than our expected 20% to 25% contribution on incremental revenues. This quarter, however, conversions suffered from material and freight cost increases, margin dilution from cost pass throughs from the prior year, currency fluctuations, and our acquisitions from last year, which, as you know, were not expected to contribute low to mid 20% operating margins. Depreciation and amortization was approximately $4.8 million, and capital spending was $3.6 million for the quarter. Included in other income expense is a pre-tax gain of approximately $3.7 million from marking to market our foreign currency contracts. This partially offsets the $9.7 million mark-to-market expense taken during the first quarter of this year, as you may recall. Interest expense increased to $3.8 million for the second quarter of this year, compared to $3.5 million for the same period in 2007. This was mostly the result of the average outstanding debt during the period which increased year-over-year primarily as a result of our acquisitions made in the fourth quarter. Our effective tax rate for the quarter was 51.1% and as we have indicated before, our rates…

(Operator Instructions) Your first question comes from the line of David Leiker. Please proceed. David Leiker- Robert W. Baird & Co.: Good morning.

Hi, David. David Leiker- Robert W. Baird & Co.: Quite unusual to hear my name correctly!

I have the same thing. David Leiker- Robert W. Baird & Co.: Relative -- I mean, it's kind of a difficult question, but relative to what we were looking for, there was a shortfall in revenue, and I am just trying to get a gauge from you how much relative to what you saw during the quarter was this mix issue with Mexico exports, which doesn't seem to be a whole lot different than Q1 versus some shortfall that particular customers relative to the market such as [Patgar].

Well, I think if you look at the total units for the quarter like around 57,000, something like that, for production, that's what was reported. Our estimates for the year, David, included the 40,000 Mexico export units, which was the 13,000 or 14,000 for the first quarter and then initially ratcheting down throughout the rest of the year. So, a sizeable portion of -- I think it was 16,000 actual Mexico export units were built during the quarter, where included in our 40,000 for the year, our estimates would have been maybe around the 10,000 or 11,000 for the second quarter. So, a pretty significant 4,000 or 5,000-unit impact would have been related to those lower content units versus a higher content U.S.-Canadian model. David Leiker- Robert W. Baird & Co.: Yes. Patgar's mix was a lot different this quarter than a year ago. Is that a factor or is that --?

Not that we have seen overall. I am looking at it from a high level, but it wasn't as significant as probably the Mexico export shift for us. David Leiker- Robert W. Baird & Co.: Okay. And then we talked about the contribution margins. Where to -- I guess, the three other things here, just aftermarket business, I know you are putting some initiatives in there. Are you seeing any successes there where they can get us any assistance in terms of how that market is growing for you or how your business into that market is growing?

Yes, it has been pretty stable right now as far as the aftermarket that we have seen in North America. It has remained relatively flat for us over the last several quarters. I think Merv mentioned in either the last quarter or the quarter before we have placed an additional -- or maybe it was at the Investor Day -- we have placed more emphasis and put more of an infrastructure around that aftermarket business to grow that, but the overall market we have seen has been relatively flat over the last couple of quarters. David Leiker- Robert W. Baird & Co.: What do you think the timing might be to see some of those initiatives come through for you?

I think it is probably going to be, anything meaningfully, probably going to be a couple years, I would guess, or at least something -- we would start to see some incremental increases for next year in that particular market. It's relatively small for us, the true aftermarket business, so that's why we have basically put the infrastructure around it. I think we could see some smaller gains probably in a quarter or two, but anything meaningful, I think, would be probably in the 2009 timeframe. David Leiker- Robert W. Baird & Co.: But that's still 10% of your revenue though, isn't it?

Yes. I think you may be looking at some of the smaller OEMs that may fall into that aftermarket and other category, but, yes, I mean, it's a smaller portion of our total business. David Leiker- Robert W. Baird & Co.: But you don't put that in that same category? The OE side?

I am sorry? David Leiker- Robert W. Baird & Co.: Do you separate the OE sales from the aftermarket?

Yes. When we say true aftermarket, we are talking about the distributors and the retail type atmosphere as opposed to small OEM. David Leiker- Robert W. Baird & Co.: Okay. I'll let you -- I'll let somebody else go. I'll come back with other -- a handful of other ones. Thanks.

Okay.

Your next question comes from the line of Adam Plissner. Please proceed.

Hey, guys. This is [Chris Noel] for Adam.

Hey, Chris.

I had a couple of quick ones here. Can you break down the $50 million improvement on the top line? How much of that was organic?

The $50 million -- there's roughly -- the biggest piece of that is going to be the acquisitions that we made in the fourth quarter, which was probably $19 million or so of that $50 million incremental.

It was 19?

Yes. And the Class 8 portion, given the mix and everything, is probably -- it may be $12 million or $13 million of that and the balance would be our construction market and organic growth, as well as cost pass-throughs.

Okay. All right. That's helpful. And then --

So hopefully that breaks it down a little bit further for you.

Yes, that's great. Then on raw materials, can you give us a year-to-date impact growth and then, if you have it, net of price recoveries? Maybe we can just sort of gauge how much of a hit that's been?

Not year-to-date. I mean, year-to-date we have been actually pretty successful at fending off and passing through a majority of what's come through. But our biggest challenge, and really one of the reasons for our choice in not updating guidance, or withdrawing our guidance, at this time is so we can get a better handle on what's coming through for the latter half of the year, which is most definitely going to be more meaningful than what we have seen in the first half. I don't even want to give you a number for the first half, but the last half of the year could be fairly meaningful. I mean, north of several million dollars of recovery that may inflate our revenues and, as I said before, may have minimal, if any, impact to the bottom line. So, first half -- in short, first half has been I'll call it less significant than we may see in the second half of this year.

Okay. All right. And then a question on mix. You touched on it, but in the past, when in the cycle do you begin to see that premium mix begin to rebound? Does it trickle back in or does it come back suddenly? I know you are saying there's more of a Mexican flare, but when it comes around -- when do you start to see it come back and when the U.S. starts to come back?

It's not -- it typically doesn't come in. It doesn't get dropped in. I mean, it tends to phase in and there's really two types of mix that impact us. It's the U.S.-Canadian and Mexico export mix and then within the U.S.-Canadian, there's the high content sleeper versus more of a day cap mix, so there's a couple types of those. And obviously, the current Mexico export mix is really that we are seeing this year and that we saw last year is higher than, as you know, higher than anything we've seen really historically from a percentage of total build standpoint. So, in both cases, it's hard to speculate, but we typically have not seen them change dramatically from one month to the next, for example.

Okay. Then my last one, I guess, just what do you -- maybe, what do you see driving it back towards that? I think in the last round it was driver shortages. People were looking for a better truck to drive, that's how they were able to get drivers back in the cab. Maybe do you see anything else driving it this time around, looking ahead a little bit?

Well, I wish our crystal ball was a lot better. I think that's kind of what we've said earlier in the call. The biggest thing is going to be housing. Housing drives a lot of that and fuel costs. And really the overall condition of the economy is going to -- and the freight companies is, to us, to me, I think, a big driver for where we are now. So, it's kind of a broad brushstroke, but it's going -- it's really going to depend on that overall return of the economy.

All right. That's it. Thanks, guys.

Your next question comes from the line of Mark Bishop. Please proceed.

Hi. I just want to check a few things. You said your average content per vehicle excluding Mexico was like $1,000. Is that right?

Yes. Well, I said north of $1,000, so it's --

More like 15?

Yes, between probably $1,100 and $1,400. Somewhere in there, just depending on how it weights, but yes, somewhere in that range, and just depending on --

$1,100 to $1,400? So, your -- I am just -- I am having difficulty getting your earnings back even if you had a pre-buy as big as 2006, which, I guess, people aren't expecting now. You wouldn't be adding more than maybe like, what, 100 -- I don't know. Say you added 120,000 U.S. trucks to what you are forecasting this year, which looks like still 140 or 150 or something like that, excluding Mexico. If you add another 120 at like $1,400 and you said the incremental margin's 25%, you tax it, I don't know. I have trouble getting back to those kind of earnings that you made before. I was just wondering if there is some other substantial change in the Company. I mean, I have trouble even getting to $1.25. Some people have $2 in 2010, which is, I thought when the market would be down again versus a pre-buy in 2009. But that's just -- if it is actually not $2 and it's actually down from the $1.35 people have in '09, that's a big drop from what you had in 2006 in that peak. And I was just wondering if there's something else that's changed substantially in your business or if 2006 was and '05 were some abnormal positive profit for the Company it is just hard for me to look historically beyond just this last peak because you came out of -- you became a public company just when things were picking up last time, so I can't look at prior cycles to see if that was kind of an anomalous peak for you in profit?

Well, I think -- I can't give you anything more on future estimates, but I can maybe help pinpoint some of what you're trying to compare to. 2006, if you use that as a baseline, it was roughly 380,000 units. I can't recall off the top of my head how much were Mexico export units. That's probably one of the bigger changes, but if you say we were at 140 -- say 140,000 U.S.-Canadian units this year and you -- and 40,000 or 60,000, rather, Mexican export, and you change that -- take that all the way up to 380,000 units for a comparison to 2006, you are going to take 140,000 this year and add -- I guess that'd be 180,000 units to make it comparable. Do you follow me?

Yes, oh, okay. So, that's -- it was 380,000 units in 2006, so you would add --

Yes, it was -- and again I can't recall off the top of my head how much were Mexico exports, but I believe it was in the 40,000 to 50,000 range that could be off, so it was 380,000 -- 378, I think, to be exact, for 2006. So if you run those numbers, use the -- use, like you said, the 1,300 to 1,400, something like that, at a 25% -- I don't want to give you any numbers, but that may be more directional compared to the numbers that you were from a unit standpoint.

Oh, all right. So, to get back to that number we'd need a really big pre-buy again. I think I grasp that now. All right. I guess that helps me. Thank you.

No problem.

Your next question comes from the line of [Alan Weber]. Please proceed. Alan Weber - Robotti & Co.: Good morning.

Hi, Alan. Alan Weber - Robotti & Co.: Hi. Just a kind of a follow up to the last question, Chad. If you look at '06, and I know you are not giving projections, but since you were going that way, if you can get kind of the peak in '06 to the future, do you think you are in a comparable environment, which we may not have, but do you think your content per vehicle would actually be higher?

Yes, I do. I think -- but you've got to put it in perspective. I mean, with material cost increases and pass-throughs, a content per vehicle can increase because of your material cost recovery, so you may not see it on the bottom line. So you may have margin percentage dilution because of -- Alan Weber - Robotti & Co.: Right.

-- cost recovery and by default you would have, say, content increase. Alan Weber - Robotti & Co.: I guess I am even thinking content increase even at steady prices, in other words just due to cross-selling and like that.

Oh, yes. Yes. I mean, we have -- we definitely have. I mean, that's a good part of our organic growth. I can't give you any specific numbers, but yes, we definitely would see or feel that we have increased content. Alan Weber - Robotti & Co.: Right. Okay. Okay. What I was originally going to ask was -- and I guess in addition to that prior question is also the acquisitions that you have made, which you expect to contribute more in '09 since they weren't there in '06.

Correct. That's correct. Alan Weber - Robotti & Co.: Okay. Can you talk about any specific products or plants that currently lose money?

No, not particularly. I mean, we have got some facilities that we move around from a capacity standpoint, but nothing in particular. Alan Weber - Robotti & Co.: Okay. And then my other question was if the raw material prices -- if oil and -- stay at these levels, do you have any products that you have sold that you see really kind of get priced out of the market and to some -- that you actually have to address the product mix? In other words, even if you could pass on the increased prices, the demand is not there because at some price the option is just isn't that desirable?

Yes, I mean -- I think that definitely comes into play in some areas with steel and petroleum and resins for injection molding, those types of things that continue to go up. I mean, there is always an effort to look for other materials or alternative materials that may have the same aesthetic or structural components that would satisfy the customer. As far as specifically getting priced out of the market, nothing comes to mind, but it's certainly something that we look at with the customers because of how some of these prices continue to go up. I mean, in some cases, these things have gone up 100%, these raw materials, from a couple years ago. Alan Weber - Robotti & Co.: And I guess my last question. Given the markets and given the raw material costs and oil and like that, can you talk at all about kind of what you see from the competitors in terms of your being able to pick up market share and like that?

Well, I think a lot -- I mean, everybody is facing the same thing that we are now. Our competitive landscape hasn't changed significantly. It's still, for the most part, the same competition depending on which product line you're talking about. As you know, there is not really anybody that has the -- that competes with the breadth of product that we have, but I am not really sure how to answer your question, Alan. I mean, it hasn't really changed significantly for us. Everybody is facing the same raw material costs. I think the big thing is, depending how financially sound some of our competition are, they may be willing to absorb more of these material costs increases or try to pass on more than us. I think that's probably the biggest variant today than probably over a year or two ago. Alan Weber - Robotti & Co.: Okay. All right. Great. Thanks a lot.

Your next question comes from the line of David Leiker. Please proceed.

Hello. Handful of other things here. Where do you stand on the MRAP program and that rolling off at the back end of the year?

Well, the MRAP's been pretty positive for us over the first half of this year. I have got Jerry Armstrong, our President of Global Truck, here sitting with me, too. He can maybe add a little bit more color on that.

On the MRAP, the way the government releases, they have a projected field that they released it in, in individual releases. And if our customers are successful, and they think they will be for the MRAP, we should have some additional business released to us later this year, early next year, in line with the expectations our customers plan on having. So, it is good business. We have been very successful in bringing product to market very quick to support our customers and help them achieve their results and they are pretty optimistic that, depending on Congress, I guess, and how much they keep allocating, that they'll pick up their fair share of what's released down the road. And we will get our fair share of that.

So, is that something that stays at a pretty steady rate or is there a bump-up or a fall-off for a quarter or two somewhere in the middle of that or is that a pretty steady number for you?

Yes, it comes in buckets. So it bumps up at a high rate and falls away. Bumps up at a high rate, then falls away is the way that it comes. So it comes in buckets that we respond to fairly quickly to try to give our customer the most flexibility in them pulling all their pieces together to meet the needs of the Army.

Okay. If we look at your past record of getting recovery of raw material costs, what percent of that do you think you eventually recover?

Well, right now we have got in front of most of our customers 100%. I mean, those are the conversations that we are having with them where we didn't have pre-existing agreements for a certain portion. So, I think in the past, Dave, you are probably referring to, like in '06 and '07, I think we averaged like 80% to 90% recovery, something like that. We are obviously shooting for higher than that at this point and most of our conversations now are at 100%.

Okay. Are you doing or do you have the capability at all of doing fuel surcharges to cover your transportation costs?

Fuel surcharges for fuel with our customers?

Yes. (Inaudible) did that on steel a month or so ago. They put a steel surcharge on to all their customers. Can you do anything like that to help offset these energy costs?

Yes. I mean, those are all part of the conversations we are having with the customers. Jerry can probably add a little bit more color to that, as well.

With each customer, we have different product mixes and depending on their competitiveness and their game plan on how they recover, we are working through a variety of different methods. Surcharge is one way to do it. Rolling it into piece price is one way to do it. Twice a year adjustment, quarterly adjustments. We are looking at a whole variety of ways and there is not one way that fits every customer and we are willing to work with the customer to help them achieve their objectives as long as we can still achieve ours.

Okay. What are you using for your internal workings in terms of oil prices and fuel costs?

We still have it in there at $4.70, which is a 67% increase year-over-year. If you are speaking about the -- just the cost of a gallon of diesel?

Yes, just your internal planning purposes. You are expecting these prices to stay where we're at?

Yes. When we referred to the impacts of fuel, Dave, earlier, it could be up to a couple of million dollars for the latter half of the year. Yes, that's basically what we were using.

Okay. And then I was doing some rough, back of the envelope number scratching, which may or may not be a good thing, but if you look at -- it doesn't look like you changed your expectations for the Class 8 market, that 180 to 220. You are still holding to that kind of a number, right?

No. Well, we didn't -- we haven't stated what our estimates are. I mean, it's kind of the point of withdrawing at this point because of the fluctuations. Hopefully what I tried to do was give you a scenario. I think ACT may be out there at 210 or something like that, so what we try to do is give you guys an idea from the low end of our prior guidance of 180 to 220, so in this case we are talking about using a baseline of 180, the market of 200 including 60,000 Mexico exports, what that impact does and then at 210 with 55,000 Mexico exports, what that does. We haven't specifically stated what our expectations are other than that they are pretty volatile and uncertain and the Mexico export piece is a big part of that. So, we are not sticking to our 180 to 220. In fact, we are withdrawing it and everything else related to our previous estimates. But, hopefully, we gave you enough directional information to point out where -- at least maybe in the direction of where ACT recently is.

Okay. So --

(Operator Instructions) You have another question from the line of David Leiker. Please proceed.

I don't know if you heard any of that at the end there?

No. You got cut off.

Yes. If you had to use like the [mid] plan, say 200,000 and stick with that kind of a number, just general purposes you are losing about 20,000 U.S.-Canada trucks, 15,000 to 20,000, and directionally, I guess, you are saying 1,300 to 1,400 in revenue and we can do the math on what the revenue impact is. Is there any (inaudible) offset from that process other than ACT's numbers might be a little bit higher?

No. I think that's in line with what I'd stated before. I mean, if you stick with the 200,000, really it's 20,000 up from our low end -- prior low end, but they're all really going to -- or appear to be going to Mexico export, which is a couple hundred dollars of content, not the 1,300 to 1,400.

Okay. And then just the last thing here. If you could remind us where do you stand on your -- on the balance sheet. You have a $150 million of term debt out there, right?

Correct.

And then the balance of that $21 million's on your revolver?

The 150 is senior notes, 8%.

Okay.

And the balance is basically revolver.

Okay. And what's the capacity in that revolver today?

$50 million.

Okay. And where are you -- I know you've done some amendments to that credit agreement. Where are you in terms of covenants on that?

We don't expect any issues at this point. Obviously, I can't pinpoint to anything for the second half, but at this point, don't expect any issues.

You had to have your covenants relaxed for a certain number of quarters. Where do those start ratcheting back up again?

They start ratcheting up this quarter and into third and fourth quarter, so our peak was really the first quarter and they'll start to ratchet down really starting this quarter.

And do you have handy what those specific covenant numbers are?

I do not have them in front of me.

But we have them in our notes from in the past. You haven't had any adjustments to that agreement since you originally did that, did you?

No. They are in the K, obviously. I think you have them. But, no, there has not been any adjustment since we did that in, oh, gosh, I think it was --

A year ago, maybe?

No, no. We did it more recently, within the last couple of quarters.

And then are there any meaningful adjustments to EBITDA as we go through this?

Not particularly. There is --

You don't really have any charges or anything like that running through there?

No, we don't. I mean, if you recall, we had the $6 million gain from the Seattle facility included in our first quarter operating results. That would be excluded for credit covenant purposes. That's really the only thing that comes to mind, David.

Okay. Great. Thank you very much.

You are welcome.

At this time, there are no further questions in queue. I would like to turn the call back over to management for closing remarks.

Okay. We would like to thank everybody for attending the call today. Hopefully, it was informative, and we definitely look forward to speaking with everybody again next quarter, if not before. Thank you.

Thank you for your participation in today's conference. This concludes your presentation. You may now disconnect. Good day.