EX-99.3

The following unaudited pro forma consolidated financial statements have been derived from the application of pro forma adjustments to the Commercial Vehicle Group, Inc. (“CVG” or the “Company”) historical consolidated financial statements. The Company is providing the following unaudited pro forma financial information because of the effects of the February 7, 2005 acquisition of substantially all of the assets and liabilities related to Mayflower Vehicle Systems’ North American Commercial Vehicle Operations (the “Mayflower Acquisition”) on the Company’s financial information is material.

The summary unaudited pro forma statement of operations data for the year ended December 31, 2004 has been prepared to give pro forma effect to the Mayflower Acquisition as if it had occurred on January 1, 2004. The summary unaudited pro forma balance sheet data has been prepared to give effect to the Mayflower Acquisition as if it had occurred on December 31, 2004.

The pro forma adjustments and preliminary allocation of purchase price are based upon valuations and other studies that have not yet been completed. Accordingly, the actual allocation of purchase price and the resulting effect on income from operations may differ significantly from pro forma amounts included herein. The unaudited pro forma financial data are for informational purposes only and should not be considered indicative of actual results that would have been achieved had the transactions described above actually been completed on the dates indicated and do not purport to indicate balance sheet data, results of operations, cash flows, or other data as of any future date or for any future period. A number of factors may affect the Company’s actual results. The following data should be read in conjunction with the historical financial statements included in the Company’s previous filings with the Securities and Exchange Commission.


							Acquisition						Pro Forma
	CVG			Mayflower			Adjustments			Notes			Consolidated
(in thousands)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	1,396		$	12,675		$	(12,675	)		(2	)	$	1,396
Accounts receivable, net of reserve for doubtful accounts		46,267			31,382			—						77,649
Inventories		39,936			9,732			—						46,668
Tooling		—			1,776			—						1,776
Prepaid expenses and other current assets		6,081			2,368			(280	)		(2	)		8,169
Deferred income taxes		8,201			6,971			—						15,172
Total current assets		98,881			64,904			(12,955	)					150,830

PROPERTY, PLANT AND EQUIPMENT:
Land and buildings		12,949			26,607			—						39,556
Machinery and equipment		64,205			53,664			—						117,869
Construction in progress		3,764			651			—						4,415
Less accumulated depreciation		(47,953	)		(44,768	)		—						(92,721	)
Property, plant and equipment—net		32,965			36,154			—						69,119
GOODWILL		84,715			—			59,138			(1	)		143,853
DEFERRED INCOME TAXES		5,901			—			—						5,901
OTHER ASSETS, net of accumulated amortization		3,176			437			1,725			(3	)		5,338
	$	225,638		$	101,495		$	47,908					$	375,041
LIABILITIES AND STOCKHOLDERS’ INVESTMENT

CURRENT LIABILITIES:
Current maturities of long-term debt	$	4,884		$	—		$	—					$	4,884
Accounts payable		33,846			17,447			—						51,293
Accrued liabilities		18,424			23,348			1,539			(5	)		40,891
								(2,420	)		(6	)
Total current liabilities		57,154			40,795			(881	)					97,068
LONG-TERM DEBT, net of current maturities		49,041			—			93,553			(2	)		149,975
								7,381			(4	)
DEFERRED INCOME TAXES		—			1,779			—						1,779
OTHER LONG-TERM LIABILITIES		8,397			11,737			—						20,134
Total liabilities		114,592			54,311			100,053						268,956
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ INVESTMENT:
Common stock $.01 par value; 30,000,000 shares authorized; 17,987,497 shares issued and outstanding		180			—			—						180
Additional paid-in capital		123,660			49,976			(49,976	)		(7	)		123,660
Retained earnings (accumulated deficit)		(15,454	)		—			(4,961	)		(4	)		(20,415	)
											(6	)
Stock subscription receivable		(175	)		—			—						(175	)
Accumulated other comprehensive income		2,835			(2,792	)		2,792			(7	)		2,835
Total stockholders’ investment		111,046			47,184			(52,145	)					106,085
	$	225,638		$	101,495		$	47,908					$	375,041
See Notes to Pro Forma Consolidated Financial Statements.


							Acquisition						Pro Forma
	CVG			Mayflower			Adjustments			Notes			Consolidated
	(in thousands except per share amounts)
REVENUES	$	380,445		$	206,457		$	—					$	586,902
COST OF SALES		309,696			181,209			—						490,905
Gross profit		70,749			25,248			—						95,997
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		28,985			3,659			—						32,644
NONCASH OPTION ISSUANCE CHARGE		10,125			—			—						10,125
AMORTIZATION EXPENSE		107			—			—						107
Operating income		31,532			21,589			—						53,121
(GAIN) LOSS ON FOREIGN CURRENCY FORWARD EXCHANGE CONTRACTS		(1,247	)		—			—						(1,247	)
INTEREST EXPENSE (INCOME)		7,244			(170	)		7,381			(4	)		14,455
OTHER EXPENSE		—			765			—						765
LOSS ON EARLY EXTINGUISHMENT OF DEBT		1,605			—			—						1,605
Income before provision for income taxes		23,930			20,994			(7,381	)					37,543
PROVISION FOR INCOME TAXES		6,481			7,865			(2,420	)		(6	)		11,926
NET INCOME (LOSS)	$	17,449		$	13,129		$	(4,961	)				$	25,617
BASIC EARNINGS (L0SS) PER SHARE:	$	1.13											$	1.66
DILUTED EARNINGS (LOSS) PER SHARE:	$	1.12											$	1.64

SHARES USED IN COMPUTING PER SHARE AMOUNTS:
Basic		15,429												15,429
Diluted		15,623												15,623
See Notes to Pro Forma Consolidated Financial Statements.

(1)

The Mayflower Acquisition will be accounted for by the purchase method of accounting. Under purchase accounting, the total purchase price will be allocated to the tangible and intangible assets and liabilities of Mayflower based upon their respective fair values. This allocation will be based upon valuations and other studies that have not yet been completed. A preliminary allocation of the purchase price has been made to major categories of assets and liabilities based on available information. The actual allocation of purchase price and the resulting effect on income from operations may differ significantly from the pro forma amounts included herein.

The purchase price and costs associated with the acquisitions exceeded the preliminary fair value of the net assets acquired by approximately $59.1 million. Pending completion of an independent valuation analysis, we have preliminarily allocated the excess purchase price over the fair value of the net assets acquired to goodwill. The acquired goodwill is not deductible for income tax purposes. Our preliminary estimate of goodwill as of the acquisition date, which is subject to further refinement, is as follows (in thousands):

(2)

Reflects the net borrowings under the Company’s Senior Credit Facility to fund the Mayflower Acquisition and related transaction costs.

(4)

To record interest expense on incremental net debt at a weighted average interest rate of 6.5% for term borrowings and 7.0% for revolver based on borrowings.

(7)

Represents the elimination of the Mayflower equity accounts as of December 31, 2004.


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