UNITED
STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  Form 10-K (Mark One) [X] ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934  For
the fiscal year ended December 31, 2007  Or  [
] TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934  333-29727 (Commission File Number)  Viasystems, Inc. (Exact
name of registrant as specified in its charter)  Delaware
43-1777252(State
or other jurisdiction
(I.R.S.
Employerof
incorporation or organization)
Identification
No.)  101
South Hanley Road, Suite 400 St.
Louis, Missouri  63105 (314)
727-2087 (Address, including zip code, and telephone number,
including area
code, of registrant's principal executive offices)  Securities registered pursuant to Section 12(b) of the Act:
None Securities registered pursuant to Section 12(g) of the Act:
None  Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes [   ]   No [X]  Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes [X]   No [
  ]  Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days.  Yes [   ]   No [X]  Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]  Indicated by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer.  See
definition of accelerated filer and large accelerated filer in Rule 12b-2 of
the Exchange Act. (Check one):  Large Accelerated Filer [  ] Accelerated Filed [  ] Non-Accelerated Filer [X] Smaller Reporting Company [  ]  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes [  ]  No [X]  No
established published trading market exists for the common stock, par value $.01
per share, of Viasystems, Inc.  All of the 1,000 outstanding shares of
common stock, par value $.01 per share, of Viasystems, Inc. are held by
Viasystems Group, Inc.   Indicate
the number of shares outstanding of each of the registrants classes of common
stock, as of the latest practicable date.  Indicate by check mark
whether the Registrant has filed all documents and reports required to be filed
by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to
the distribution of securities under a plan confirmed by a court.  Yes [
  ]   No [X] Documents incorporated by reference:  None  Outstanding
at Class March
28, 2008 Common
Stock 1,000  ____________________________________________________________________________________________  VIASYSTEMS, INC. FORM
10-K FOR THE YEAR ENDED DECEMBER 31, 2007 TABLE
OF CONTENTS Page PART I  Item
1. Business 3 Item
1A. Risk
Factors 11 Item
1B. Unresolved
Staff Comments 17 Item
2. Properties 17 Item
3. Legal
Proceedings 19 Item
4. Submission
of Matters to a Vote of Security Holders 19  PART II  Item
5. Market
for Registrants Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities 19 Item
6. Selected
Financial Data 19 Item
7. Managements
Discussion and Analysis of Financial Condition and Results of Operations 21 Item
7A. Quantitative
and Qualitative Disclosures about Market Risk 37 Item
8. Financial
Statements and Supplementary Data 38 Report
of Ernst & Young LLP, Independent Registered Public Accounting Firm 39 Report
of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm 40 Consolidated
Balance Sheets 41 Consolidated
Statements of Operations 42 Consolidated
Statements of Stockholders Equity (Deficit) and Comprehensive Income
(Loss) 43 Consolidated
Statements of Cash Flows 44 Notes
to Consolidated Financial Statements 45 Item
9. Changes
in and Disagreements with Accountants on Accounting and Financial Disclosure 71 Item
9A. Controls
and Procedures 71 Item
9B. Other
Information 72  PART III  Item
10. Directors,
Executive Officers and Corporate Governance 72 Item
11. Executive
Compensation 75 Item
12. Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters 93 Item
13. Certain
Relationships and Related Transactions, and Director Independence 96 Item
14. Principal
Accountant Fees and Services 97  PART IV  Item
15. Exhibits
and Financial Statement Schedules 98  SIGNATURES 99  EXHIBIT
INDEX 100  SUBSIDIARIES
OF VIASYSTEMS 102  CERTIFICATIONS 103  2   PART
I  CAUTIONARY
STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS  Statements made in this Annual Report on Form 10-K (Report)
include the use of the terms we and our which unless specified otherwise
refers collectively to Viasystems, Inc. (Viasystems) and its subsidiaries.
 Additionally, reference to Group refers to Viasystems holding company
parent Viasystems Group, Inc.  We have
made certain forward-looking statements in this Report under the protection of
the safe harbor of forward-looking statements within the meaning of the Private
Securities Litigation Act.  Such forward-looking statements include those
statements made in the sections entitled Risk Factors and "Management's
Discussion and Analysis of Financial Condition and Results of Operations," that
are based on our management's beliefs and assumptions and on information
currently available to our management. Forward-looking statements include
information concerning our possible or assumed future results of operations,
business strategies, financing plans, competitive position, potential growth
opportunities and effects of competition. Forward-looking statements include all
statements that are not historical facts and can be identified by the use of
forward-looking terminology such as the words "believes," "expects,"
"anticipates," "intends," "plans," "estimates" or other similar expressions.  Forward-looking statements involve risks, uncertainties and
assumptions and are not guarantees of future events and results.  Actual
results may differ materially from anticipated results expressed or implied in
these forward-looking statements.  You should not put undue reliance on any
forward-looking statements.  We do not have any intention or obligation to
update forward-looking statements after we file this Report.  You
should understand that many important factors could cause our results to differ
materially from those expressed in forward-looking statements.  These
factors include, but are not limited to, fluctuations in our operating results
and customer orders, our competitive environment, our reliance on our largest
customers, risks associated with our international operations, our ability to
protect our patents and trade secrets, environmental laws and regulations, our
substantial indebtedness and our ability to comply with the terms thereof and
control by our sole stockholder.  Please refer to the Risk Factors
section of this Annual Report on Form 10-K for the year ended December 31, 2007,
for additional factors that could materially affect our financial
performance.  Item
1. Business  General  We are
a leading worldwide provider of complex multi-layer printed circuit boards
(PCBs) and electro-mechanical solutions (EMS).  The products we
manufacture include, or can be found in, a wide array of products including
automotive dash panels and control modules, telecommunications switching
equipment, data networking equipment, major household appliances, wind energy
applications, and a variety of complex medical and technical instruments.
 We currently have seven manufacturing facilities, including five
manufacturing sites in The Peoples Republic of China (China) and one in
Mexico to take advantage of low cost, high quality manufacturing environments.
 In addition, in order to support our customers local needs, we maintain
engineering and customer service centers in Hong Kong, China, the Netherlands,
England, Canada, Mexico and the United States.  We are
a supplier to over 125 manufacturers of original equipment in numerous end
markets, including industry leaders Alcatel-Lucent SA, Bosch Group, Continental
AG, Delphi Corporation, EMC Corporation, Ericsson AB, General Electric Company,
Huawei Technologies Co. Ltd., Otis Elevator Company, Rockwell Automation, Inc.,
Siemens AG, Sun Microsystems, Inc. and Tellabs, Inc.  We have good working
relationships with industry leading contract manufacturers such as Celestica,
Inc. and Jabil Circuit, Inc., and we supply PCBs and EMS products to these
customers as well.   3   Our
History  We are
a direct, wholly owned subsidiary of Viasystems Group, Inc. (Group).
 Group was formed in 1996 by Hicks, Muse, Tate & Furst Incorporated
under the name Circo Craft Holding Company.  Circo Craft Holding Company
had no operations prior to its first acquisition in October 1996, when it
changed its name to Circo Technologies, Inc.  In January 1997, Circo
Technologies, Inc. changed its name to Viasystems Group, Inc.  We were
formed on April 2, 1997 and are incorporated in Delaware.  On April 10,
1997, Group contributed all of the capital stock of its then existing
subsidiaries to us.  From 1997 through 2001, we expanded rapidly through
the acquisitions of several businesses throughout Europe, North America and
China.  During that time, we expanded our business model to include full
systems assemblies, wire harnesses and cable assemblies to complement our
original PCB and backpanel offerings.  From
1999 to 2001, our business was heavily reliant on the telecommunications and
networking markets, as the majority of our customers were telecommunication and
networking original equipment manufacturers.  In early 2001, the
telecommunications and networking industries began a significant business
downturn caused by the decline in capital spending related to those industries.
 The decline in capital spending in the telecommunications and networking
industries was exacerbated by excess inventories for those industries within the
contract manufacturing supply chain as the five largest contract manufacturers
collectively experienced a reported 138% increase in inventories during 2000.
 In 2002, we restructured our company through Chapter 11 bankruptcy
proceedings and emerged from bankruptcy on January 31, 2003.  From
April 2001 through 2005, before, during and after our bankruptcy proceedings, we
substantially restructured our operations and closed or sold 24 under-performing
or non-strategic facilities.  During that time, we streamlined our business
to focus on PCBs, wire harnesses and electro-mechanical solutions, and we
significantly diversified our end markets and customer base.  In order to
support our customers local needs, we maintain engineering and customer service
centers in Hong Kong, China, the Netherlands, England, Canada, Mexico and the
United States.  During 2006, we sold our wire harness business.  As a
result of the disposal of the wire harness operations and our restructuring
activities early in this decade, we are well positioned as a PCB and EMS
manufacturer, principally in low cost areas of the world, with the ability to
serve our global customer base.  Our PCB and EMS products are supplied from
our PCB and Assembly segments, respectively.  We are
headquartered in St. Louis, Missouri.  The mailing address for our
headquarters is 101 South Hanley Road, Suite 400, St. Louis, Missouri 63105, and
our telephone number at that location is (314) 727-2087.  We can also be
reached at our web site www.viasystems.com.  Our
Products  Printed Circuit BoardsPCBs serve as
the foundation of almost all electronic equipment, providing the circuitry and
mounting surfaces necessary to interconnect discrete electronic components, such
as integrated circuits, capacitors and resistors.  PCBs consist of a
pattern of electrical circuitry etched from copper and laminated to a board made
of insulating material, thereby providing electrical interconnection between the
components mounted onto them.  Electro-Mechanical SolutionsElectro-mechanical solutions include a wide variety of products and
services, primarily including assembly of backplanes, custom and standard metal
enclosures, cabinets, racks and sub racks, systems integration and assembly,
final product testing and fulfillment.  Our Business
Strategy  We
believe we are well positioned for growth in sales and operating income through
a strategy based on the following key goals and business drivers:   4   Maintenance of Diverse End Market and End Customer
Mix In order to reduce our exposure to, and reliance on,
unpredictable end markets and to provide alternative growth paths, we have
diversified our product offerings into the automotive, telecommunications,
industrial/instrumentation, medical and consumer, and
computer/datacommunications markets.  Further, we have pursued new
substantial customers in each market.  We intend to continue to maintain
our focus on a diverse mix of customers and end markets.  Expansion of our Manufacturing Capabilities in Low Cost
LocationsTo meet our customers' demands for high quality,
low cost products and services, we have and will continue to invest in
facilities and equipment in low cost locations.  For the year ended
December 31, 2007, approximately 92.2% of our net sales were generated from
products produced in our operations in China and Mexico.  We will continue
to develop our best-in-class technology and manufacturing processes in low cost
manufacturing locations.  We believe our ability to leverage our advanced
technology and manufacturing capabilities in low cost locations will enable us
to grow our revenues, improve our profitability and effectively meet our
customers' requirements for high quality, low cost products and services.  Enhancement of Our Strong Customer RelationshipsWe are focused on expanding our business with existing customers by
leveraging our history of producing quality products with a high level of
customer service and operational excellence, which provides us with the
opportunity to bid for additional programs from the strong position of a
preferred supplier.  In addition, we have good working relationships with
industry leading contract manufacturers such as Celestica, Inc. and Jabil
Circuit, Inc.  These relationships provide us access to additional PCB and
EMS opportunities and enable our partners to offer a fully integrated product
solution to their customers.  Our management team has created a culture
that is focused on providing our customers with high-quality service and
technical support, which is reflected in our continuing ability to obtain new
business and expand our current customer relationships.  Expansion of Our Relationships with Existing Customers Through
Cross-SellingBuilding on our broad product offering, we
pursue cross-selling opportunities with our existing base of customers.  We
leverage our PCB capabilities to provide our customers with an integrated
manufacturing solution that can range from fabrication of bare PCBs to final
system assembly and testing.  We intend to continue to leverage our
customer relationships to expand sales to our existing customers.  Concentration on High Value-Added Products and
ServicesWe focus on providing electro-mechanical solutions
to leading manufacturers of advanced electronics products that generally require
custom designed, more complex products and short lead-time manufacturing
services.  These products are typically lower volume, higher margin
products.  We differentiate ourselves from many of our global competitors
by not focusing on programs for high volume, low margin products such as cell
phone handsets, personal computers or peripherals and low-end consumer
electronics.  A Focus on Our Operational ExcellenceWe
continuously implement strategic initiatives designed to improve product quality
while reducing manufacturing costs.  We continue to focus on opportunities
to improve operating income, including: (1) continued implementation of
advanced manufacturing techniques, including Lean and Six Sigma initiatives;
(2) efficient investment in new equipment and technologies and the
upgrading of existing equipment; and (3)  continued improvement of our
internal control over and centralization of certain aspects of our accounting
and finance functions.  Our management team is focused on maximizing our
current asset base to improve our operational efficiency while also adapting to
the needs of our customers and the market.  Markets and Customers  We
provide products and services to more than 125 manufacturers of original
equipment.  We believe our position as a strategic supplier of printed
circuit boards and electro-mechanical solutions fosters close relationships with
our customers.  These relationships have resulted in additional growth
opportunities as we have expanded our capabilities and capacity to meet our
customers' wide range of needs.  5    The following table
shows our net sales as a percentage by principal end-user markets we serve:  Year Ended December 31,Markets

2007

2006

2005Automotive

36.2%

32.9%

34.9%Telecommunications

31.0

32.0

27.4Industrial
& Instrumentation/Medical/Consumer/Other

22.3

22.7

22.2Computer/Datacommunications

10.5

12.4

15.5Total
Net Sales

100.0%

100.0%

100.0%  Although we seek to diversify our customer base, a small number of
customers are responsible for a significant portion of our net sales.  For
the years ended December 31, 2007, 2006 and 2005, sales to our 10 largest
customers accounted for approximately 76.2%, 73.7% and 71.3% of our net sales,
respectively  Further, the table below highlights individual end customers that
directly and indirectly account for more than ten percent of our consolidated
net sales.  Customer

2007

2006

2005Alcatel-Lucent SA (a)

20.2%

20.8%

18.5%Siemens AG

12.4

13.7

12.5Bosch Group

10.7

10.1

11.0Delphi Corporation

(b)

(b)

11.2  (a) Alcatel SA and Lucent Technologies, Inc. merged during 2006.
 Amount represents sales to both the individual companies prior to the
merger and the combined companies after the merger. (b) Represents less than ten percent of consolidated net sales.  Sales
to Alcatel-Lucent SA, Siemens AG and Delphi Corporation occurred in both the PCB
and Assembly segments.  Sales to Bosch Group occurred in the PCB
segment.  Manufacturing Services  Our
offering of manufacturing services includes the following:  Design and Prototyping ServicesWe provide
comprehensive front-end engineering services, including custom enclosure design,
circuit board layout and related design services leading to efficient
manufacturing and delivery.  We offer quick-turn prototyping, which is the
rapid production of a new product sample.  Our quick-turn prototype service
allows us to provide small test quantities to our customers' product development
groups.  Our participation in product design and prototyping allows us to
reduce our customers' manufacturing costs and their time-to-market and
time-to-volume.  These services enable us to strengthen our relationships
with customers that require advanced engineering services.  In addition, by
working closely with customers throughout the development and manufacturing
process, we often gain insight into their future product requirements.
 These services are not billed separately, but instead are included in the
determination of the product sales price to be invoiced to the customer.  Printed Circuit Board and Backpanel FabricationPrinted circuit boards are platforms that connect semiconductors and
other electronic components.  Backpanels connect printed circuit boards.
 We manufacture multi-layer printed circuit boards and backpanels on a
low-volume, quick-turn basis, as well as on a high-volume production basis.
 In recent years, the trend in the electronics industry has been to
increase the speed and performance of components while reducing their size.
 Semiconductor designs are currently so complex that they often require
printed circuit boards with many layers of narrow, tightly spaced wiring.
 These advancements in component technologies have driven the change in
printed circuit board design to higher density printed circuits.  6    Backpanel AssemblyWe provide backpanel
assemblies, which are manufactured by mounting interconnect devices, integrated
circuits and other electronic components on a bare backpanel.  This process
differs from that used to provide printed circuit board assemblies primarily
because of the larger size of the backpanel and the more complex placement
techniques that must be used with higher layer count printed circuit boards.
 We also perform functional and in-circuit testing on assembled
backpanels.  Printed Circuit Board AssemblyAs a
complement to our electro-mechanical solutions offering, we have the capability
to manufacture printed circuit board assemblies.  Generally, we do not
produce printed circuit board assemblies separately, but rather we integrate
them with other components as part of a full electro-mechanical solution.
 In addition, we offer testing of assembled printed circuit boards and
testing of all of the functions of the completed product, and we work with our
customers to develop product-specific test strategies.  Our test
capabilities include manufacturing defect analysis, in-circuit tests, functional
tests and environmental stress tests of board or system assemblies.  Custom Metal Enclosure FabricationWe
specialize in the manufacture of custom-designed chassis and enclosures
primarily used in the telecommunications, industrial, medical and
computer/datacommunications industries.  As a fully integrated supply chain
partner with expertise in design, rapid prototyping, manufacturing, packaging
and logistics, we provide our customers with reduced manufacturing costs and
shortened time-to-market throughout a product's life cycle.  Full System Assembly and TestWe provide
full system assembly services to customers from our facilities in China and
Mexico.  These services require sophisticated logistics capabilities and
supply chain management capabilities to procure components rapidly, assemble
products, perform complex testing and deliver products to end users around the
world.  Our full system assembly services involve combining custom metal
enclosures and a wide range of subassemblies, including printed circuit board
assembly.  We also employ advanced test techniques to various subassemblies
and final end products.  Increasingly, customers require custom,
build-to-order system solutions with very short lead times.  We are focused
on supporting this trend by providing supply chain solutions designed to meet
their individual needs.  Packaging and Global DistributionWe offer
our customers flexible, just-in-time and build-to-order delivery programs,
allowing product shipments to be closely coordinated with our customers'
inventory requirements.  Increasingly, we ship products directly into
customers' distribution channels or directly to the end-user.  Services are
not billed separately, but instead are included in the determination of the
product sales price to be invoiced to the customer.  After-Sales SupportWe offer a wide range
of after-sales support services.  These support services can be tailored to
meet customer requirements, including field failure analysis, product upgrades,
repair, and engineering change management.  Services are not billed
separately, but instead included in the determination of the product sales price
to be invoiced to the customer.  Supply Chain ManagementEffective
management of the supply chain is critical to the success of customers as it
directly impacts the time required to deliver product to market and the capital
requirements associated with carrying inventory.  Our global supply chain
organization works with customers and suppliers to meet production requirements
and to procure materials.  We utilize our enterprise resource planning
systems to optimize inventory management.  These services are not billed
separately, but instead are included in the determination of the product sales
price to be invoiced to the customer.  Sales and Marketing  We
focus on developing close relationships with our customers at the earliest
development and design phases of products, and we continue to develop our
relationship with our customers throughout all stages of production.  We
identify, develop and market new technologies that benefit our customers and
position us as a preferred product or service provider.  7    We
market our products through our own sales and marketing organization and through
relationships with independent sales agents around the world.  This global
sales organization is structured to ensure global account coverage by
industry-specific teams of account managers.  As of December 31, 2007,
we employed approximately 167 sales and marketing employees, of which 64 are
account managers strategically located throughout North America, Europe and
Asia.  In addition, we contract with independent sales agents strategically
around the World.  Each industry marketing team shares support staff of
sales engineers, program managers, technical service personnel and customer
service organizations to ensure high-quality, customer-focused service.
 The global marketing organization further supports the sales organization
through market research, market development and communications.  Manufacturing and Engineering  We
produce highly complex, technologically advanced multi-layer and standard
technology printed circuit boards, backpanel assemblies, printed circuit board
assemblies, custom enclosures and full systems that meet increasingly narrow
tolerances and specifications demanded by our customers.  Multi-layering,
which involves placing multiple layers of electronic circuitry on a single
printed circuit board or backpanel, expands the number of circuits and
components that can be contained on the interconnect product and increases the
operating speed of the system by reducing the distance that electrical signals
must travel.  Increasing the density of the circuitry in each layer is
accomplished by reducing the width of the circuit tracks and placing them closer
together on the printed circuit board or backpanel.  Interconnect products
having narrow, closely spaced circuit tracks are known as fine line products.
 Today, we are capable of producing commercial quantities of printed
circuit boards with up to 48 layers and circuit track widths as narrow as three
one-thousandths of an inch.  We also have the capability to produce printed
circuit boards with up to 50+ layers and circuit track widths as narrow as three
one-thousandths of an inch.  We have developed heavy copper capabilities,
up to 12 ounces, to support high-power applications.  In addition, we have
developed microwave and heatsink technology to support radio frequency (RF)
applications.  The manufacturing of complex multi-layer interconnect
products often requires the use of sophisticated circuit interconnections
between layers, called blind or buried vias, and the ability to control the
electrical properties of our products very closely (i.e., electrical impedance)
which is key to transmission of high speed signals.  These technologies
require very tight lamination and etching tolerances and are especially critical
for printed circuit boards with ten or more layers.  Our PCB operation is
an industry leader in performing extensive testing of various PCB designs,
materials and surface finishes for restriction of hazardous substances (RoHS)
compliance and compatibility.  The
manufacturing of printed circuit boards involves several steps: etching the
circuit image on copper-clad epoxy laminate and pressing the laminates together
to form a panel; drilling holes and depositing copper or other conductive
material to form the interlayer electrical connections; and cutting the panels
to shape.  Our advanced interconnect products require critical process
steps, such as dry film imaging, optical aligned registration, photoimageable
soldermask, computer controlled drilling and routing, automated plating, and
various surface finishes.  Tight process controls are required throughout
the manufacturing process to achieve critical electrical properties, such as
controlled impedance.  The manufacturing of PCBs used in backpanel
assemblies requires specialized expertise and equipment because of the larger
size and thickness of the backpanel relative to other PCBs and the increased
number of holes for component mounting.  The
manufacturing of PCB assemblies involves the attachment of various electronic
components, such as integrated circuits, capacitors, microprocessors and
resistors to PCBs.  The manufacturing of backpanel assemblies involves
attachment of electronic components, including printed circuit boards,
integrated circuits and other components, to the backpanel, which is a large
PCB.  We use surface mount, pin-through hole and press fit technologies in
backpanel assembly.  We also assemble higher-level sub-systems and full
systems incorporating printed circuit boards and complex electro-mechanical
components.   8   We also provide computer-aided testing of printed circuit boards,
sub-systems and full systems, which contributes significantly to our ability to
consistently deliver high quality products.  We test boards and system
level assemblies to verify that all components have been properly inserted and
that the electrical circuits are complete.  Further functional tests
determine if the board or system assembly is performing to customer
specifications.  Quality Standards  Our
quality management systems are defect prevention based, customer focused and
compliant to international standards.  All of our facilities are compliant
or certified to the ISO 9001:2000 - a globally accepted quality management
standard.  In addition to ISO 9001:2000, we have facilities that are
certified to QS 9000, TL 9000 and TS 16949 standards based on customer segment
requirements.  Our facility in Guangzhou is among the first PCB factories
in China to have achieved ISO 17045 certification.  Our
facilities and products are also compliant to industry and regulatory
requirements including Bellcore and Underwriters Laboratories.  These
requirements include quality, manufacturing process controls, manufacturing
documentation and supplier certification of raw materials.  Supplier Relationships  We
order materials and components based on purchase orders, forecasts and demand
patterns of our customers and seek to minimize our inventory of materials or
components that are not identified for use in filling specific orders or
specific customer contracts.  We continue to work with our suppliers to
develop just-in-time supply systems that reduce inventory carrying costs and
contract globally, where appropriate, to leverage our purchasing volumes.
 We also select our suppliers and potential suppliers on the basis of
quality, on-time delivery, costs, technical capability, and potential technical
advancement.  Competition  Our
industry is highly competitive, and we believe our markets are highly
fragmented.  We face competition from numerous local, regional and a number
of large international providers of PCBs and electro-mechanical solutions.
 Our primary direct competitors are Compeq Manufacturing Co. Ltd.,
Flextronics Corporation, Gold Circuit Electronics Ltd., Kingboard Chemical
Holdings Ltd., LG Corp., Merix Corporation, Nanya Technology Corp., Sanmina-SCI
Corp. and TTM Technologies, Inc.  Some of our primary competitors may be
less highly-leveraged, may have greater access to financial or other resources
or may have lower cost operations allowing them to be better able to withstand
adverse market conditions.  We believe that competition in the markets we
serve is based on product quality, responsive customer service and support, and
price, in part, because the cost of many of the products manufactured by us is
usually low relative to the total cost of the equipment and because product
reliability and prompt delivery are of greater importance to our customers.  International Operations  As of
December 31, 2007, we had six manufacturing facilities located outside the
United States, with sales offices in Canada and Mexico, and throughout Europe
and Asia.  Our international operations produce products in China and
Mexico that account for approximately 85.5% and 6.7% of our 2007 net sales,
respectively, with the remaining 7.8% of net sales from products produced in the
United States.  Approximately 66.0% and 19.5% of our 2007 net sales were
from products produced in China by our PCB and Assembly business segments,
respectively.  We believe that our global presence is important as it
allows us to provide consistent, quality products on a cost effective and timely
basis to our multinational customers worldwide.  We rely heavily on our
international operations and are subject to risks generally associated with
operating in foreign countries, including price and exchange controls,
fluctuations in currency exchange rates and other restrictive actions that could
have a material affect on our results of operations, financial condition and
cash flows.  See our notes to the consolidated financial statements for
further information regarding revenues from external customers attributed to our
international operations, and long lived assets located outside the United
States.   9   Environmental  Some of
our operations are subject to federal, state, local and foreign environmental
laws and regulations, which govern, among other things, the discharge of
pollutants into the air, ground and water, as well as the handling, storage,
manufacturing and disposal of, or exposure to, solid and hazardous wastes, and
occupational safety and health.  We believe that we are in material
compliance with applicable environmental laws and the costs of compliance with
such current or proposed environmental laws and regulations will not have a
material adverse effect on us.  All of our manufacturing sites in China and
the United States are certified to ISO 14001 standards for environmental quality
compliance.  Further, we are not a party to any current claim or proceeding
and we are not aware of any threatened claim or proceeding under environmental
laws that could, if adversely decided, reasonably be expected to have a material
adverse effect on us.  Accordingly, we do not believe that any of these
matters are reasonably likely to have a material adverse effect on our business,
results of operations, financial condition, prospects and ability to service
debt.  However, there can be no assurance that any material environmental
liability will not arise in the future such as due to a change in the law or the
discovery of currently unknown conditions.  Employees  As of
December 31, 2007, we had 14,897 employees.  Of these employees, 13,102
were involved in manufacturing, 1,263 in engineering, 167 in sales and
marketing, and 365 in accounting and administrative capacities.  No
employees were represented by a union pursuant to a collective bargaining
agreement.  We have not experienced any labor problems resulting in a work
stoppage or work slowdown, and we believe we have good relations with our
employees.  Intellectual Property We have developed expertise and techniques that we use in the
manufacturing of printed circuit boards and electro-mechanical solutions.
 Research, development and engineering expenditures for the creation and
application of new products and processes were approximately $3.4 million, $2.8
million and $2.3 million for the years ended December 31, 2007, 2006 and 2005,
respectively.  We believe many of our processes related to the
manufacturing of printed circuit boards are proprietary, including our ability
to manufacture large perimeter, thick, high-layer count backpanels.
 Generally, we rely on common law trade secret protection and on
confidentiality agreements with our employees to protect our secrets and
techniques.  We own 82 patents (including pending patents), but believe
that patents have not historically constituted a significant form of
intellectual property rights in our industry.  Our patents begin to expire
in 3 years.  The expiration of any of these patents is not expected to have
a material adverse effect on our ability to operate.  Backlog  We
estimate that our backlog of unfilled orders as of December 31, 2007, was
approximately $159.6 million, compared to $119.5 million at December 31, 2006.
 Because some unfilled orders may be cancelled prior to delivery, the
backlog outstanding at any point in time is not necessarily indicative of the
level of business to be expected in the ensuing periods.  Segments  On May 1, 2006, we
completed the sale of our wire harness business, which was required to be
accounted for as a discontinued operation in accordance with Statement of
Financial Accounting Standards (SFAS) No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets.  We have classified the
results of operations of our wire harness business as discontinued operations
for all periods presented.  In connection with the disposal of the wire
harness business, we re-evaluated our operating segments based on the
application of SFAS No. 131, Disclosure About Segments of an Enterprise and
Related Information, and we identified two segments:  (i) Printed
Circuit Boards and (ii) Assembly.  See Managements Discussion and
Analysis of Financial Condition and Results of Operations and our notes to
consolidated financial statements for further information regarding our
segments.   10   Available Information  We file
annual, quarterly and current reports and other information with the Securities
and Exchange Commission (SEC) as required under our senior subordinated notes.
 These reports, proxy statements and other information contain additional
information about us.  You may read and copy these materials at the SECs
Public Reference Room at 100 F. Street, N.E., Washington, D.C. 20549.
 Please call the SEC at 1-800-SEC-0330 for more information about the
operation of the Public Reference Room.  The SEC also maintains a web site
that contains reports, proxy and information statements, and other information
about issuers who file electronically with the SEC.  The Internet address
of the site is .  Upon
written request, a copy of this Annual Report on Form 10-K will be provided to
any senior subordinated noteholder.  To obtain such a copy, please write to
Secretary, Viasystems, Inc., 101 South Hanley Road, Suite 400, St. Louis,
Missouri 63105.  Item
1A. Risk
Factors  Our business, financial condition, operating results and cash
flows can be impacted by a number of risks and uncertainties, including, but not
limited to those set forth below, any one of which could cause our actual
results to vary materially from recent results or from our anticipated future
results.  Although the risks described below are the risks that we believe
are material, there also may be risks of which we are currently unaware, or that
we currently regard as immaterial based on the information available to us that
later may prove to be material.  You should be aware that the occurrence of
the events described in these risk factors and elsewhere in this Report and in
our other filings with the SEC could have a material adverse effect on our
business, operating results and financial condition.  Actual results,
therefore, may materially differ from anticipated results described in these
forward-looking statements. We have a history of losses and may not be profitable in the
future. We emerged from bankruptcy on January 31, 2003, and have a history
of losses and cannot assure you that we will achieve sustained profitability in
the near future.  We emerged from our Chapter 11 bankruptcy reorganization
on January 31, 2003, approximately four months after filing a voluntary petition
for bankruptcy reorganization.  Prior to our reorganization, we incurred
net losses of $295.9 million in 2002, $587.0 million in 2001 and $136.0 million
in 2000.  After we emerged from bankruptcy, we incurred net losses from
continuing operations of $179.6 million in 2003, $21.6 million in 2004, $107.0
million in 2005 and $18.2 million in 2006.  In 2007, we had net income from
continuing operations of $17.3 million.  If we cannot maintain and improve
profitability, the value of our enterprise may decline. We have a substantial amount of debt and may be unable to
service or refinance this debt, which could have negative consequences on our
business in the future. As of December 31, 2007, our total outstanding indebtedness is
approximately $206.6 million, with an additional $74.6 million available under
our revolving credit facility.  Our net interest expense for the year ended
December 31, 2007, was approximately $21.7 million.  As of December
31, 2007, our total consolidated stockholders equity was $207.3 million.
 In January 2008, we borrowed $20.0 million under our revolving credit
facility, which as of February 19, 2008, was converted to a term loan. This high level of debt could have negative consequences to us.
 For example, it could: · result in our inability to comply with the financial and other
restrictive covenants in our credit facility, which, among other things, require
us to maintain specified financial ratios and limit our ability to incur debt
and sell assets, which could in turn result in an event of default that, if not
cured or waived, could have a material adverse effect on our operations; · increase our vulnerability to adverse industry and general
economic conditions;  11   · require us to dedicate a substantial portion of our cash flow from
operations to make scheduled principal payments on our debt, thereby reducing
the availability of our cash flow for working capital, capital investments and
other business activities; · limit our ability to obtain additional financing to fund future
working capital, capital investments and other business activities; · limit our ability to refinance our indebtedness on terms that are
commercially reasonable or at all; · expose us to the risk of interest rate fluctuations to the extent
we pay interest at variable rates on the debt; · limit our flexibility to plan for, and react to, changes in our
business and our industry; and · place us at a competitive disadvantage relative to our less
leveraged competitors. We may experience fluctuations in our operating results and,
because many of our operating costs are fixed, even small revenue shortfalls can
have a disproportionate effect on our operating results. Our operating results may vary significantly for a variety of
reasons, including: ·
overall economic conditions in the electronics industry;
·
pricing pressures;
·
timing of orders from and shipments to major customers;
·
our capacity relative to the volume of orders;
·
expenditures in anticipation of future sales;
·
expenditures or write-offs related to acquisitions;
·
start-up expenses relating to new manufacturing facilities;
and
·
variations in product mix. Our historical results of operations may not be indicative of the
results to be expected for any future period as a result of unanticipated
revenue shortfalls. A significant portion of our net sales is based on
transactions with our largest customers; if we lose any of these customers, our
sales could decline significantly. For the years ended December 31, 2007, 2006 and 2005, sales to our
10 largest customers accounted for approximately 76.2%, 73.7% and 71.3% of our
net sales, respectively. Although we cannot assure you that our principal customers will
continue to purchase products from us at past levels, we expect a significant
portion of our net sales will continue to be concentrated within a small number
of customers.  The loss of, or significant curtailment of purchases by, any
of our principal customers could have a material adverse effect on our net
sales, results of operations, financial condition and cash flows. A
significant portion of our business is conducted in foreign countries, exposing
us to additional risks that may not exist in the United States.  International manufacturing operations represent the majority of
our business, and sales to foreign destinations represent a significant portion
of our net sales.  We expect net sales from foreign markets to continue to
represent a significant portion of our total net sales.  Outside the Unites
States, we operate manufacturing facilities in Mexico and China.  12   Our international manufacturing operations are subject to a number
of potential risks in addition to the risks of our domestic operations. Such
risks include, among others: · inflation or changes in political and economic conditions; · unstable regulatory environments; · changes in import and export duties; · domestic and foreign customs and tariffs; · potentially adverse tax consequences; · trade restrictions; · restrictions on the transfer of funds into or out of a
country; · labor unrest; · logistical and communications challenges; · difficulties associated with managing a large organization spread
throughout various countries; · differing protection of intellectual property and trade secrets;
and · other restraints and burdensome taxes. These factors may have an adverse effect on our international
operations, or on the ability of our international operations to repatriate
earnings to us, in the future. A significant portion of our business is conducted in
foreign countries that have different and changing tax laws. Certain of our Chinese subsidiaries have operated under tax
holidays during the past years.  These holidays allow a two-year tax
exemption and a three-year 50% reduction in the tax rate.  In addition, the
Chinese government introduced new tax legislation that went into effect January
1, 2008, resulting in increases to the corporate tax rates.  The expiration
of these tax holidays and new tax legislation could have an adverse effect on
our results of operations, financial condition and cash flows. We lease land for all of our owned and leased Chinese
manufacturing facilities from the Chinese government under land use rights
agreements that may be terminated by the Chinese government. We lease from the Chinese government, through land use rights
agreements, the land where our Chinese manufacturing facilities are located.
 Although we believe our relationship with the Chinese government is sound,
if the Chinese government decided to terminate our land use rights agreements,
our assets could become impaired and our ability to meet our customers orders
could be impacted.  This could have a material adverse effect on our
results of operations, financial condition and cash flows.  13   There may be shortages of, or price fluctuations with
respect to, raw materials which would cause us to curtail our manufacturing or
incur higher than expected costs. We purchase the raw materials we use in producing our products and
providing our services, and we may be required to bear the risk of raw material
price fluctuations.  In addition, shortages of raw materials such as
laminates, a principal raw material used in our PCB operations, have occurred in
the past and may occur in the future.  Raw material or component shortages
or price fluctuations such as these could have an adverse effect on our results
of operations, financial condition and cash flows.
 In addition, if we experience a shortage of materials or components, we
may not be able to produce our products for our customers in a timely
fashion. We are subject to currency fluctuations, which may affect
our cost of goods sold and operating margins. A significant portion of our costs, including payroll and rent,
are denominated in foreign currencies, particularly the Chinese Renminbi
(RMB).  Changes in exchange rates between other currencies and the U.S.
dollar will affect our cost of goods sold and operating margins and could have
an adverse effect on our results of operations, financial condition and cash
flows. Oil prices may fluctuate, which would increase our cost to
manufacture goods. We generate a portion of our own energy in certain of our
manufacturing facilities using diesel generators, and we will be required to
bear the increased cost of generating energy if the cost of oil increases.
 Prices for diesel fuel have risen substantially over the past several
years.  Continued price increases for diesel fuel would increase our cost
and could have an adverse effect on our results of operations, financial
condition and cash flows. The printed circuit board and electro-mechanical solutions
industries are highly competitive, and we may not be able to compete effectively
in one or both of them. The printed circuit board industry is highly competitive, with
multiple global competitors and hundreds of regional and local manufacturers.
 The electro-mechanical solutions industry is also highly competitive, with
competitors on the global, regional and local levels and relatively low barriers
to entry.  In both of these industries, we could experience increased
future competition resulting in price reductions, reduced margins or loss of
market share.  Any of these could have an adverse effect on our operating
results or financial condition.  In addition, some of our principal
competitors may be less highly-leveraged, may have greater access to financial
or other resources, may have lower cost operations and may be better able to
withstand adverse market conditions. We generally do not obtain long-term volume purchase
commitments from customers, and, therefore, cancellations, reductions in
production quantities and delays in production by our customers could adversely
affect our operating results. For many of our customers, we do not have firm long-term purchase
commitments, but rather conduct business on a purchase order basis.
 Customers may cancel their orders, reduce production quantities or delay
production at any time for a number of reasons.  Many of our customers have
over the past several years experienced significant decreases in demand for
their products and services.  The uncertain economic conditions in several
of the markets in which our customers operate have prompted some of our
customers to cancel orders, delay the delivery of some of the products that we
manufacture or place purchase orders for fewer products than we previously
anticipated.  Even when our customers are contractually obligated to
purchase products from us, we may be unable or, for other business reasons,
choose not to enforce our contractual rights.  Cancellations, reductions or
delays of orders by customers could: · adversely affect our operating results by reducing the volumes of
products that we manufacture for our customers; · delay or eliminate recoupment of our expenditures for inventory
purchased in preparation for customer orders; and · lower our asset utilization, which would result in lower gross
margins.  14   Our products and the manufacturing processes we use to
produce them are often highly complex and therefore may at times contain
manufacturing defects. If we
were to manufacture and deliver products to our customers that contain defects,
whether caused by a design, manufacturing or component failure, or deficiencies
in our manufacturing processes, it may result in delayed shipments to our
customers and reduced or cancelled customer orders.  If these defects or
deficiencies were significant and were a result of a manufacturing defect caused
by us, we may experience large product liability claims, and our business
reputation may also be damaged, which could lead to additional customer
cancellations or non-renewals.  We rely on the stability of the automotive industry for a
significant portion of our sales. A
significant portion of our sales are to customers within the automotive
industry.  For the years ending December 31, 2007, 2006 and 2005,
sales to customers in the automotive industry represented approximately 36.2%,
32.9% and 34.9% of our net sales, respectively.  If there was a
destabilization of the automotive industry or a market shift away from our
automotive customers, it may have an adverse effect on our results of
operations, financial condition and cash flows.  We rely on the dynamic telecommunications and networking
industries.  Accordingly, the economic downturn in these industries has
had, and may continue to have, a material adverse effect on our ability to
forecast demand and production and to meet desired sales levels.  A large
percentage of our business is conducted with customers who are in the
telecommunications and networking industries.  For the years ending
December 31, 2007, 2006 and 2005, sales to customers in the telecommunications
and networking industries represented approximately 31.0%, 32.0% and 27.4% of
our net sales, respectively.  These industries are characterized by intense
competition, relatively short product life cycles and significant fluctuations
in product demand.  These industries are heavily dependent on the end
markets they serve and therefore can be affected by the demand patterns of those
markets.  If there were to be a weakness in these industries, it would
likely have a material adverse effect on our results of operations, financial
condition and cash flows.  The electronics manufacturing services industry is subject
to rapid technological change; our failure to respond timely or adequately to
such changes may render our existing technology less competitive or obsolete,
and our operating results may suffer.  The
market for our products and services is characterized by rapidly changing
product platforms based on technology and continuing process development.
 The success of our business will depend in large part upon our ability to
maintain and enhance our technological capabilities, develop and market products
and services that meet changing customer needs, and successfully anticipate or
respond to technological product platforms changes on a cost-effective and
timely basis.  There can be no assurance that we will effectively respond
to the technological product requirements of the changing market, including
having sufficient cash flow to make additional capital expenditures that may be
required as a result of those changes.  To the extent we are unable to
respond to such technological product requirements, our operating results may
suffer.  Our credit facility and the indenture for our senior
subordinated notes impose restrictions that may restrict our ability to operate
our business.  Our
credit facility and the indenture for our senior subordinated notes contain
covenants that restrict our ability to, among other things, incur additional
debt, pay dividends, make investments, enter into transactions with affiliates,
merge or consolidate with other entities or sell all or substantially all of our
assets.  Additionally, we are required by our credit facility to maintain
certain financial ratios.  A breach of any of these covenants could result
in a default under the credit facility or the indenture, which could allow the
lenders or the noteholders to declare all amounts outstanding under the credit
facility or the indenture immediately due and payable.  If we are unable to
repay outstanding borrowings when due, the lenders will have the right to
proceed against the collateral granted to them under the credit facility,
including our capital stock.  We may also be prevented from taking
advantage of business opportunities that arise because of the limitations
imposed on us by the restrictive covenants under the credit facility and the
indenture.  15    We are significantly influenced by affiliates of Hicks,
Muse, Tate & Furst, Incorporated, whose interests may be different than ours
or our sole shareholder.  Approximately 44.3% of the common stock of Group, our parent
company, is owned by affiliates of Hicks, Muse, Tate & Furst, Incorporated
(HMTF).  In addition, a stockholders agreement among Viasystems Group,
Inc., affiliates of HMTF and other existing holders of Groups common stock
provides that Group and those stockholders have agreed to take all actions
necessary, including voting the shares held by those stockholders, to elect five
designees of HMTF to Groups Board of Directors.  Our Board of Directors is
comprised of the same members as Groups Board of Directors.  Accordingly,
HMTF effectively controls the election of a majority of our Board of Directors
and the approval or disapproval of certain other matters requiring stockholder
approval and, as a result, has significant influence over the direction of our
management and policies.  Using this influence, HMTF may take actions or
make decisions that are not in the same interests of Groups other stockholders.
 In addition, HMTF is in the business of making investments in companies
and may from time to time acquire and hold interests in businesses that compete
directly or indirectly with us or otherwise have business objectives that are
not aligned with our business objectives.  We are a holding company with no operations of our own and
depend on our subsidiaries for cash.  Although our operations are conducted through our subsidiaries,
none of our subsidiaries are obligated to make funds available to us for payment
on our indebtedness or to pay dividends on our capital stock.  Accordingly,
our ability to distribute dividends to our sole stockholder, Group, is dependent
on the earnings and the distribution of funds from our subsidiaries.  The
terms of our credit facility and the indenture governing our senior subordinated
notes significantly restrict our subsidiaries from paying dividends and
otherwise transferring assets to us.  We are subject to environmental laws and regulations that
expose us to potential financial liability.  Our
operations are regulated under a number of federal, state, local and foreign
environmental laws and regulations that govern, among other things, the
discharge of hazardous materials into the air, ground and water as well as the
handling, storage and disposal of, or exposure to, hazardous materials and
occupational health and safety.  Violations of these laws can lead to
material liability, fines or penalties.  Compliance with these
environmental laws is a major consideration in the fabrication of printed
circuit boards because metals and other hazardous materials are used in the
manufacturing process.  In addition, it is possible that in the future new
or more stringent requirements could be imposed.  Various federal, state,
local and foreign laws and regulations impose liability on current or previous
real property owners or operators for the cost of investigating, cleaning up or
removing contamination caused by hazardous or toxic substances at the property.
 In addition, because we are a generator of hazardous wastes, we, along
with any other person who arranges for the disposal of those wastes, may be
subject to potential financial exposure for costs associated with the
investigation and remediation of sites at which such hazardous waste has been
disposed, if those sites become contaminated.  Liability may be imposed
without regard to legality of the original actions and without regard to whether
we knew of, or were responsible for, the presence of such hazardous or toxic
substances, and we could be responsible for payment of the full amount of the
liability, whether or not any other responsible party is also liable.  As a U.S. corporation with international operations, we are
subject to the Foreign Corrupt Practices Act.  A determination that we
violated this act may affect our business and operations adversely.  As a
U.S. corporation, we and our subsidiaries are subject to the regulations
imposed by the Foreign Corrupt Practices Act (FCPA), which generally prohibits
U.S. companies and their intermediaries from making improper payments to foreign
officials for the purpose of obtaining or keeping business.  Any
determination that we or any of our subsidiaries have violated the FCPA could
have a material adverse effect on us.   16   We may be required to recognize additional impairment
charges.  Pursuant to generally accepted accounting principles in the United
States (U.S. GAAP), we are required to make periodic assessments of our
goodwill, intangibles and other long-lived assets to determine if they are
impaired.  Disruptions to our business, end-market conditions and
protracted economic weakness, unexpected significant declines in operating
results of reporting units, divestitures and market capitalization declines may
result in additional charges for goodwill and other asset impairments.
 Future impairment charges could substantially affect our reported earnings
in the periods of such charges.  In addition, such charges would reduce our
consolidated net worth and our stockholders equity, increasing our
debt-to-total-capitalization ratio.  We could be subject to litigation in the course of our
operations that could adversely affect our operating results.  If we
became the subject of legal proceedings, our results may be affected by the
outcome of such proceedings and other contingencies that cannot be predicted
with certainty.  When appropriate and as required by U.S. GAAP, we estimate
material loss contingencies and establish reserves based on our assessment of
contingencies where liability is deemed probable and reasonably estimable in
light of the facts and circumstances known to us at a particular point in time.
 Subsequent developments in legal proceedings may affect our assessment and
estimates of the loss contingency recorded as a liability or as a reserve
against assets in our financial statements and could result in an adverse effect
on our results of operations in the period in which a liability would be
recognized or cash flows for the period in which damages would be paid.
 Although claims have been rare in the past, because we are a manufacturer,
we are subject to claims by our customers or end users of our products that we
may have been negligent in our production or have infringed on intellectual
property of another.  Degrading of our debt ratings would adversely affect us.  Certain
degrading by Moody's and S&P of our debt securities could make it more
difficult for us to obtain new financing if we had an immediate need to increase
our liquidity.  Item 1B. Unresolved Staff Comments  Not
Applicable.  Item 2. Properties  In
addition to our executive offices in St. Louis, Missouri, as of December 31,
2007, we operate seven principal manufacturing and two principal distribution
facilities, located in three different countries with a total area of
approximately 4.4 million square feet.  All of our foreign owned properties
are pledged to secure our indebtedness under our credit facility.  Our
leased properties are leased for terms ranging from one to 10 years.  The
leases for our Qingdao, China and Juarez, Mexico properties will expire within
the next year.  We anticipate that we will be able to renew those leases on
terms that are not materially different than the current terms.   17   Listed below are the principal manufacturing facilities we
operated as of December 31, 2007:  Location

Size
(Appx.
Sq. Ft.)

Type
of Interest

Description of Primary ProductsUnited
States
Milwaukee,
Wisconsin

305,000

Leased

Custom metal
enclosure fabricationMexico
Juarez,
Mexico

69,000

Leased
(a)
Backpanel
assembly, printed circuit board assembly, and full system assembly and
testAsia
Guangzhou,
China

2,250,000

106,000

Owned

Leased
(b)
Printed
circuit board and backpanel fabrication
Printed
circuit board and backpanel fabricationZhongshan,
China

799,000

Owned
(b)
Printed
circuit board fabricationShanghai,
China

430,000

Owned
(b)
Backpanel
assembly, printed circuit board assembly, custom metal enclosure
fabrication, and full system assembly and testShenzhen,
China

286,000

Leased

Printed
circuit board assembly, custom metal enclosure fabrication and full system
assembly and testQingdao,
China

54,000

Leased

Full system
assembly and test/cable assembly  (a) We
expect to complete a 20,000 square foot expansion in March 2008 to accommodate
the addition of metal fabrication capabilities at this location. (b) Although
these buildings are owned, we lease the underlying land pursuant to land use
rights agreements with the Chinese government which expire from 2043 to
2050.  Listed
below are the principal distribution facilities we operated as of December 31,
2007:  Location

Size
(Appx.
Sq. Ft.)

Type
of Interest

Description of Primary ProductsUnited
States
El Paso,
Texas

28,000

Leased

Warehousing
and distribution of EMS, backpanel assemblies, full system assemblies and
printed circuit board assembliesAsia
Hong Kong

53,000

Owned

Warehousing
and distribution of PCBs, backpanel assemblies, full system assemblies and
printed circuit board assemblies  In
addition to the facilities listed above, at December 31, 2007, we
maintained several engineering, customer service, sales and marketing and other
offices throughout North America, Europe and Asia, all of which are leased.  In
January 2008, we leased an approximately 22,000 square foot facility in
Newberry, South Carolina for the assembly and distribution of certain EMS
products related to a new customer.   18   Item 3. Legal Proceedings  We are
presently involved in various legal proceedings arising in the ordinary course
of our business operations, including employment matters and contract claims.
 We believe that any liability with respect to these proceedings will not
be material in the aggregate to our consolidated financial position, results of
operations or cash flows.  Item 4. Submission of Matters to a Vote of Security Holders  No
matters were submitted to a vote of security holders in the fourth quarter of
2007.  PART
II  Item 5. Market for
Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities  All of
our outstanding common stock is held by Group, and accordingly, there is no
established public trading market for our common stock.  We have paid no
dividends since inception, and our ability to pay dividends is limited by the
terms of certain agreements related to our indebtedness.  Although we do
not maintain our own equity compensation plan, Group maintains an equity
compensation plan for the benefit of our employees.  See Note 13 in the
accompanying notes to consolidated financial statements for further information
on Groups equity compensation plan.  Item 6. Selected Financial Data (U.S. dollars in thousands)  The
selected financial and other data below for the years ended December 31, 2007,
2006, 2005, 2004 and 2003, present consolidated financial information of
Viasystems and its subsidiaries and have been derived from our audited
consolidated financial statements.  You
should read the selected historical consolidated financial data set forth below
in conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and our consolidated financial statements and the
notes thereto included elsewhere in this document.   19    Year Ended December 31,2007

2006

2005

2004

2003(in thousands)Statements of Operations Data:Net
sales

$
714,343

$
734,992

$
652,821

$
630,754

$
517,624Operating
expenses:Cost
of goods sold (1)

570,384

601,232

560,974

521,393

409,204Selling,
general and administrative (1)

58,215

56,325

66,047

65,127

52,939Depreciation

49,704

45,422

44,234

41,622

58,660Amortization

1,269

1,325

1,436

1,570

3,065Restructuring
and impairment (2)

278

(4,915)

27,662

1,013

66,199Goodwill
impairment (3)

-

-

-

-

22,697Operating
income (loss)

34,493

35,603

(47,532)

29

(95,140)Other expense
(income):Interest
expense, net

21,687

30,715

40,760

37,818

29,740Amortization
of deferred financing costs

2,065

1,678

1,613

1,305

104Loss
on early extinguishment of debt (4)

-

1,498

-

-

1,517Reorganization
expenses (reversals)  (5)

-

-

-

(9,776)

55,255Other,
net

277

1,406

13,110

(1,468)

7,647Income (loss)
before income taxes

10,464

306

(103,015)

(27,850)

(189,403)Income tax
provision

(6,853)

18,514

3,953

(6,291)

(9,787)Income (loss)
from continuing operations (6)

17,317

(18,208)

(106,968)

(21,559)

(179,616)Income from
discontinued operations, net (1) (6)

-

9,475

25,739

27,307

15,307Gain on
disposition of discontinued operations, net (6)

-

211,170

-

-

-Net income
(loss)

$
17,317

$
202,437

$
(81,229)

$
5,748

$
(164,309)Balance
Sheet Data (at period end):Cash
and cash equivalents

$
64,002

$
37,954

$
35,923

$
112,891

$
62,676Working
capital

110,460

95,475

91,735

151,478

111,573Total
assets

629,233

625,890

715,676

750,409

694,335Total
debt, including current maturities

206,613

206,914

462,535

465,555

456,243Stockholder's
equity (deficit) (7)

207,254

197,868

(1,728)

56,534

2,480  (1) In connection with our 2003 Chapter 11 reorganization, we
terminated our 1997 and 2001 stock option plans and adopted our 2003 stock
option plan.  The options we have issued under the 2003 stock option plan
have a fixed exercise price of $12.63 per share and vest one-third at the grant
date, one-third on the 24-month anniversary of the grant date, and one-third on
the 36-month anniversary of the grant date.  As a result of the termination
of the 1997 and 2001 stock option plans and the adoption of the 2003 stock
option plan, under the provisions of Financial Accounting Standards Board
(FASB) Interpretation No. 44, Accounting for Certain Transactions Involving
Stock Compensation an Interpretation of APB Opinion No. 25, certain options
issued under the 2003 stock option plan are treated as variable options.
 As a result, we recorded non-cash compensation expense of $1,323 for the
twelve months ended December 31, 2003.  Effective January 1, 2004, we
adopted Statement of Financial Accounting Standards (SFAS) No. 123,
Accounting for Stock-Based Compensation(SFAS No. 123).  On
January 1, 2006, we adopted SFAS No. 123 (revised 2004), Share-Based
Payments, (SFAS No. 123(R)).  Stock compensation expense included in
cost of goods sold and selling, general and administrative expenses for the
years ended December 31, 2007, 2006, 2005 and 2004 was $2,085, $1,400,
$6,152 and $3,170, respectively.  Stock compensation expense included in
income from discontinued operations, net for the years ended December 31, 2007,
2006, 2005, 2004 and 2003 was $0, $105, $641, $127 and $60, respectively. (2) Represents impairment losses related to the write-off of
long-lived assets in accordance with SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of(SFAS No. 121), and SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets (SFAS No. 144), as applicable.  In
addition, due to an industry downturn, numerous restructuring charges were taken
to downsize and close facilities.  In 2006, restructuring and impairment
includes realized gains of $5,463 related to property held for sale that was
disposed of in 2006.  See "Management's Discussion and Analysis of
Financial Condition and Results of Operations and the accompanying notes to
consolidated financial statements.  20    (3) The goodwill impairment recognized in 2003 is attributable to
$22,700 goodwill impairment recognition in our European PCB operations.  (4) In 2006, in connection with the termination of our 2003 credit
facility, we recorded a loss on early extinguishment of debt of $1,498.  In
2003, in connection with the Chapter 11 reorganization, we recorded a loss from
debt forgiveness of $1,517 in respect to allowed senior subordinated note
claims.  (5) Reorganization expenses consisted primarily of professional and
bank fees related to our Chapter 11 reorganization including the issuance of a
promissory note to the Secretary of State for Trade and Industry of the United
Kingdom incurred in conjunction with the reorganization.  In May 2004, this
promissory note was discharged in full as a result of proceeds received by the
Secretary of State for Trade and Industry of the United Kingdom from the
liquidation of Viasystems Tyneside Limited, resulting in a gain of $9,776.  (6) On May 1, 2006, we sold our wire harness business.  All
periods have been restated to reflect the wire harness business as a
discontinued operation.  (7) On January 1, 2007, the Company adopted FASB Interpretation No.
48, Accounting for Uncertainty in Income Taxes  an Interpretation of FASB
Statement No. 109(FIN 48).  As a result of the adoption of FIN 48,
the Company recorded a $10,213 increase in the net liability for unrecognized
tax positions, which was recorded as a cumulative effect adjustment to the
opening balance of accumulated deficit on January 1, 2007.  During the
fourth quarter of 2006, the Company adopted Staff Accounting Bulletin No. 108,
Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements(SAB No. 108).
 As a result of the adoption of SAB No. 108, the Company recorded an $8,628
cumulative effect adjustment to accumulated deficit on January 1, 2006.  Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations  You
should read the following discussion of our financial condition and results of
operations with "Selected Financial Data" and our consolidated financial
statements and related notes included elsewhere in this document.  This
discussion contains forward-looking statements about our markets, the demand for
our products and services and our future results.  We based these
statements on assumptions that we consider reasonable.  Actual results may
differ materially from those suggested by our forward-looking statements for
various reasons including those discussed in Part 1A  Risk Factors and
disclosure in this Annual Report on Form 10-K and our other filings made with
the Securities and Exchange Commission.  General  We are
a leading worldwide provider of complex multi-layer printed circuit boards
(PCBs) and electro-mechanical solutions (EMS).  The products we
manufacture include, or can be found in, a wide array of products including
automotive dash panels and control modules, telecommunications switching
equipment, data networking equipment, major household appliances, wind energy
applications, and a variety of complex medical and technical instruments.
 We currently have seven manufacturing facilities, including five
manufacturing sites in China and one in Mexico to take advantage of low cost,
high quality manufacturing environments.  In addition, in order to support
our customers local needs, we have maintained engineering and customer service
centers in Hong Kong, China, the Netherlands, England, Canada, Mexico and the
United States (U.S.).  We are
a supplier to over 125 manufacturers of original equipment in numerous end
markets, including industry leaders Alcatel-Lucent SA, Bosch Group, Continental
AG, Delphi Corporation, EMC Corporation, Ericsson AB, General Electric Company,
Huawei Technologies Co. Ltd., Otis Elevator Company, Rockwell Automation, Inc.,
Siemens AG, Sun Microsystems, Inc., and Tellabs, Inc.  We have good working
relationships with industry leading contract manufacturers such as Celestica,
Inc. and Jabil Circuit, Inc. and we supply PCBs and EMS products to these
customers as well.   21   Results of Operations  Year
Ended December 31, 2007, Compared to Year Ended December 31, 2006 Net
Sales.  Net sales for the year ended December 31, 2007, were $714.3
million, representing a $20.7 million, or 2.8%, decrease from net sales for the
year ended December 31, 2006.  Net
sales by end-user market for the years ended December 31, 2007 and 2006, were as
follows:  End-User
Market (dollars in millions)

2007

2006Automotive

$
258.8

$
241.5Telecommunications

221.2

234.9Industrial
& Instrumentation, Medical, Consumer, and Other

159.3

167.5Computer
and Datacommunications

75.0

91.1Total
net sales

$
714.3

$
735.0  Our net
sales of products for end use in the automotive market grew by approximately
7.2% during the year ended December 31, 2007, compared to 2006 based on
sustained strong demand by global automotive producers.  Net sales of
products ultimately used in the telecommunications market declined by
approximately 5.8% from the year ended December 31, 2006, to the year ended
December 31, 2007, primarily as a result of weak demand, which included weak
demand from two of our larger customers who merged in December 2006.  In
the industrial & instrumentation, medical, consumer and other market,
cessation of a customer program for photo booths was the primary driver of our
4.9% decline of net sales to this end use market, in which a broad base of other
customers remained stable.  An approximate 17.7% decline in net sales for
the year ended December 31, 2007, of our products for use in the computer
and data communications markets is largely the result of an existing customer
executing a new strategy to broaden its supplier base.  Net
sales by business segment for the years ended December 31, 2007 and 2006, were
as follows:  Segment
(dollars in millions)

2007

2006Printed Circuit Boards

$
489.8

$
507.2Assembly

243.1

245.3Other

-

0.6Eliminations

(18.6)

(18.1)Total net sales

$
714.3

$
735.0  Printed
Circuit Boards segment net sales, including intersegment sales, for the year
ended December 31, 2007, declined by $17.4 million, or 3.4%, to $489.8 million.
 Four principal factors, including volume, selling price, product mix and
currency changes, can affect PCB sales growth or decline from one period to the
next.  In 2007 compared to 2006, the decline in our Printed Circuit Boards
segment primarily is the result of decreased sales volume resulting from weak
demand experienced in our telecommunications, and computer and data
communications end markets, partially offset by increased demand in our
automotive end market and price increases.  Finished PCB volume, measured as total square feet of PCB surface
area, declined by approximately 10% in 2007 compared to 2006, while our capacity
to finish outer surfaces of products remained unchanged between years.  Like
most electronic components, Printed Circuit Boards segment product prices
historically have declined in sequential periods as a result of competitive
pressures and manufacturing cost efficiencies.  However, during 2006 we
were successful in implementing broad-based PCB product price increases to
compensate for unusually high increases in the costs of our commodity materials,
including petroleum, copper and other precious metals.  Approximately
one-half of our sales during the year ended December 31, 2007, were derived from
identical parts sold during the prior year.  The price increases on
identical parts averaged nearly 5%.  We estimate that the  22   favorable impact of price increases offset the overall sales
decline in our Printed Circuit Boards segment in 2007 versus 2006 by 2.2%.  Printed
Circuit Boards segment sales mix is affected by several factors, including layer
count, hole density, line and space density, materials content, order size and
other factors.  For example, incremental layer content generally results in
a higher selling price for an equivalent finished product outer surface square
footage.  In 2007, the volume mixture of different layer count PCB products
was consistent as compared to 2006.  As a result, we estimate that product
mix changes did not significantly impact 2007 sales as compared to 2006.  The
effects of changing currency rates added less than 1% to sales in 2007 compared
to 2006, as less than 10% of our Printed Circuit Boards segment sales are
denominated in currencies other than the U.S. dollar.  Assembly segment net sales declined by $2.2 million, or 0.9%, to
$243.1 million for the year ended December 31, 2007.  The decline was the
result of reduced demand from select customers in our telecommunications and
industrial & instrumentation end markets, partially offset by price premiums
on certain fabricated metal products.  In
addition to declines in net sales by our Printed Circuit Boards segment and
Assembly segment, there was a $0.6 million decrease in sales from former
manufacturing facilities in Europe and Canada in which operations have
ceased.  Cost
of Goods Sold.Cost of goods sold, exclusive of items shown separately
in the consolidated statements of operations for the year ended December 31,
2007, was $570.4 million, or 79.8% of consolidated net sales.  This
represents a 2.0 percentage point improvement from the 81.8% of consolidated net
sales achieved during 2006.  The improvement is a result of cost
improvement initiatives, partially offset by adverse trends in global
commodities and currency exchange rates, and cost trends in China.  In our
Printed Circuit Boards segment, the cost of direct materials represents
approximately 60% of our cost of sales.  The quantities of materials and
supplies used for production are responsible for the most significant costs in
our Printed Circuit Boards segment.  Materials, labor and overhead costs in
the segment have been impacted by adverse trends in global commodities and
currency exchange rates.  Copper, which is used in our circuit plating
processes, and which is used by our suppliers in the form of high-quality foil
to make laminate materials that are the basic building blocks in our products,
has increased in price substantially year-over-year in line with global copper
trading price increases.  To a
lesser degree, cost trends in China also adversely impacted our cost, including
minimum wage increases, social benefit cost increases, and a strengthening of
the Chinese Renminbi (RMB) versus the U.S. dollar by more than 6% during 2007.
 Despite these cost increases, wages and local operating costs there remain
among the most competitive in the world.  Finally, additional professional
fees associated with cost improvement initiatives negatively impacted cost of
goods sold by approximately $7.6 million for the year ended December 31,
2007.  Cost of
goods sold in our Assembly segment relates primarily to component materials
costs.  As a result, trends in net sales for the segment drive similar
trends in cost of goods sold.  For the year ended December 31, 2007,
product mix favorably impacted cost of goods sold.  Selling, General and Administrative Costs.Selling,
general and administrative costs were $58.2 million, or 8.1% of net sales for
the year ended December 31, 2007, and increased by $1.9 million compared to the
year ended December 31, 2006.  The increase is primarily due to
general inflation across numerous costs and stock-based compensation
(approximately $0.5 million).  Approximately one-half of our costs are
incurred to support our global operations and are not specific to any segment.
 These common costs are allocated to our Printed Circuit Boards segment and
Assembly segment based on each segments percentage of total net sales.  Depreciation.  Depreciation expense for the year ended
December 31, 2007, was $49.7 million, including $43.7 million related to our
Printed Circuit Boards segment and $6.0 related to our Assembly segment.
 Depreciation expense in our Printed Circuit Boards segment increased by
$4.5 million compared to the year ended December 31,  23   2006, as a result of investment in new equipment.
 Depreciation expense in our Assembly segment for the year ended
December 31, 2007, was comparable to the prior year.  Restructuring and Impairment.  Dating back to 2000, we
have incurred substantial costs to downsize and/or close facilities in Europe
and North America in response to market pressures for low cost products.
 We closed facilities in the United States, the Netherlands and Canada in
prior years, and we continued to incur costs to maintain and to insure certain
of the sites while we marketed those properties for sale.  The primary
components of restructuring and impairment (expense) income for the years ended
December 31, 2007 and 2006, are as follows:  Restructuring
Activity (dollars in millions)

2007

2006Gains on sales of properties held for sale

$
-

$
5.4Personnel and severance reversals

-

1.4Lease and other contractual commitment expenses

(0.3)

(1.5)Asset impairments

-

(0.4)Total (expense) income, net

$
(0.3)

$
4.9  We
incurred $0.3 million in restructuring and impairment charges for the year ended
December 31, 2007, related to closed facilities sold late in 2006.  We
reported net restructuring and impairment gains of $4.9 million for the year
ended December 31, 2006.  During
the year ended December 31, 2006, we recognized net gains on sales of previously
closed properties in the U.S., the Netherlands and Canada, and we reported the
net gains as a reduction of restructuring and impairment expenses.  In
addition, we negotiated early payment of certain employment obligations in
exchange for a discount of the total obligation, resulting in reversal of
previously recognized severance expenses.  Lease and other contractual
commitment expenses during the year ended December 31, 2006 represent expenses
incurred to maintain and insure the properties prior to disposal.  Operating Income.  Operating income of $34.5 million
for the year ended December 31, 2007, represents a decrease of $1.1 million
compared to operating income of $35.6 million during the year ended December 31,
2006.  The primary sources of operating income for the years ended
December 31, 2007 and 2006, are as follows:  Source
(dollars in millions)

2007

2006Printed Circuit Boards segment

$
27.1

$
23.4Assembly segment

7.7

6.9Europe and Canada operations

-

0.4Restructuring activities

(0.3)

4.9Operating income

$
34.5

$
35.6  Operating income of our Printed Circuit Boards segment increased
by $3.7 million to $27.1 million for the year ended December 31, 2007, compared
to $23.4 million for the year ended December 31, 2006.  The increase
is primarily the result of cost reductions which drove a nearly 3% improvement
in our PCB segment gross margin percentage, partially offset by increased
depreciation expense, the decline in sales volume and additional professional
fees associated with cost improvement and business growth initiatives.  Operating income of our Assembly segment increased by $0.8 million
to $7.7 million for the year ended December 31, 2007, compared to operating
income of $6.9 million in 2006.  The improvement is primarily the result of
improved product mix and price premiums on certain fabricated metal
products.  Adjusted EBITDA.  We measure our performance primarily
through our operating income.  In addition to our consolidated financial
statements presented in accordance with U.S. GAAP, management uses certain
non-GAAP financial measures, including adjusted EBITDA to evaluate financial
performance.  Adjusted EBITDA is not a recognized financial measure under
U.S. GAAP, and does not purport to be an alternative to operating income or an
indicator of operating performance.  Adjusted EBITDA is presented to
enhance an understanding of our operating results and is not intended to
represent cash flow or results of operations.  Our owners, lenders and
management use  24   adjusted EBITDA as an additional measure of operating performance
for matters including covenant compliance, executive compensation, and
competitor comparisons.  The Compensation Committee of our Board of
Directors uses adjusted EBITDA as its primary measure of performance for
awarding incentive compensation under the Companys Annual Incentive
Compensation Plan.  The use of this non-GAAP measure provides an indication
of our ability to service debt, and we consider it an appropriate measure to use
because of our highly leveraged position.  Adjusted EBITDA has certain material limitations, primarily due to
the exclusion of certain amounts that are material to our consolidated results
of operations, such as interest expense, income tax expense and depreciation and
amortization.  In addition, adjusted EBITDA may differ from the adjusted
EBITDA calculations of other companies in our industry, limiting its usefulness
as a comparative measure.  We use
adjusted EBITDA to provide meaningful supplemental information regarding our
operating performance and profitability by excluding from EBITDA certain items
that we believe are not indicative of our ongoing operating results or will not
impact our future operating cash flows as follows:  · Restructuring Charges  which consist primarily of facility
closures and other headcount reductions.  A significant amount of these
restructuring charges are non-cash charges related to the write-down of
property, plant and equipment to estimated net realizable value.  We
exclude these restructuring charges to more clearly reflect our ongoing
operating performance.  · Stock Compensation  non-cash charges associated with recognizing
the fair value of stock options granted to employees.  We exclude these
charges to more clearly reflect a comparable year over year cash operating
performance.  Reconciliations of operating income to adjusted EBITDAfor
years ended December 31, 2007 and 2006, were as follows:  December 31,Source (dollars in millions)

2007

2006Operating
income

$
34.5

$
35.6Add-backDepreciation
and amortization

51.0

46.7Restructuring
and impairment

0.3

(4.9)Non-cash
stock compensation expense.

2.1

1.4Adjusted
EBITDA

$
87.9

$
78.8  Adjusted EBITDA increased by $9.1 million, or 11.5%, despite the
2.8% decline in net sales, primarily as a result of cost reduction initiatives
and improved product mix.  Interest Expense, net.  Interest expense, net of
interest income, for the year ended December 31, 2007, was $21.7 million,
compared with $30.7 million for the year ended December 31, 2006.
 Interest income earned in both years was immaterial.  Interest
expense related to our 2011 Senior Subordinated 10.5% Notes is approximately
$21.0 million in each year as the $200.0 million principal and the 10.5%
interest rate remain unchanged since the notes were issued in 2003.  Interest expense was $0.7 million for year ended December 31,
2007, under our 2006 Credit Agreement, and this expense varies from period to
period based on the outstanding principal balances and letters-of-credit, both
of which bear interest at floating rates.  Interest expense on capital
leases was approximately $0.7 million during the year ended December 31,
2007.  The
significant reduction of net interest expense for the year ended December 31,
2007, compared to 2006 is primarily the result of the extinguishment of our 2003
Credit Agreement.  Interest expense totaling approximately $9.3 million
during the year ended December 31, 2006, was incurred on an average $165.6
million of term loan and  25   revolver loan borrowings under our then outstanding 2003 Credit
Agreement at an average rate of 9.1%.  We extinguished the remaining
balance of our 2003 Credit Agreement in May 2006 by applying the proceeds from
the sale of our wire harness business.  Interest expense totaling
approximately $0.5 million during the year ended December 31, 2006, was incurred
on an average $19.6 million of revolver loan borrowings under the 2006 Credit
Agreement which began in August 2006.  Interest expense on capital leases
was approximately $0.5 million during the year ended December 31, 2006.  Income Taxes.  Income tax benefit of $6.9 million for
the year ended December 31, 2007, compares to income tax expense of $18.5
million for the year ended December 31, 2006.  Certain events unrelated to
pre-tax income and expenses generated in 2007 impacted the 2007 income tax
provision.  For the year ended December 31, 2007, the Company recorded a
$10.4 million benefit related to the settlement of prior uncertain tax positions
and a $3.2 million benefit related to certain tax benefits received in China
related to additional investments made.  In addition, we revalued certain
foreign deferred tax assets and liabilities as a result of a March 2007 tax law
change in China.  The income tax benefit for the year ended December 31,
2007, includes approximately $1.7 million of deferred tax expense related to
this revaluation.  Excluding these items, our income tax provision in both 2007 and
2006 relates primarily to our profitable operations in China and Hong Kong.
 Because of the substantial net operating loss carry forwards previously
existing in our U.S. and other tax jurisdictions; we have not fully recognized
income tax benefits related to our substantial interest expense, among other
expenses.  Year
Ended December 31, 2006, Compared to Year Ended December 31,
2005 Net
Sales.  Net sales for the year ended December 31, 2006, were
$735.0 million, representing an $82.2 million, or 12.6%, increase over net sales
for the year ended December 31, 2005.  Net
sales by end-user market for the years ended December 31, 2006 and 2005,
were as follows:  End-User
Market (dollars in millions)

2006

2005Automotive

$
241.5

$
227.7Telecommunications

234.9

178.6Industrial
& Instrumentation, Medical, Consumer, and Other

167.5

145.3Computer
and Datacommunications

91.1

101.2Total
net sales

$
735.0

$
652.8  Net
sales of products for ultimate use in the automotive market increased on
sustained demand by our European-based customers serving the global automotive
market.  Net sales of products for end use in the telecommunications market
recovered from a decline experienced during 2005.  Net sales of products
ultimately used in the industrial & instrumentation, medical, consumer and
other markets increased as a result of our continued efforts to diversify our
production to serve a broad base of end markets.  Net sales of products
used by customers in the computer and datacommunications market declined in part
as a result of closure of our former sites in Europe and Canada, from which we
served certain customers in this end-user market and in part as a choice by our
Printed Circuit Boards segment to reallocate capacity to higher value
products.  Net
sales by business segment for the years ended December 31, 2006 and 2005,
were as follows:  Segment (dollars in millions)

2006

2005Printed Circuit Boards

$
507.2

$
419.7Assembly

245.3

205.1Other

0.6

38.6Eliminations

(18.1)

(10.6)Total net sales

$
735.0

$
652.8   26   Printed Circuit Boards segment net sales, including intersegment
sales, for the year ended December 31, 2006, increased by $87.4 million, or
20.8%, to $507.2 million.  Four principal factors, including volume,
selling price, product mix and currency changes, can affect PCB sales growth or
decline from one period to the next.  In 2006 compared to 2005, the entire
growth in our Printed Circuit Boards segment related to an improved product mix
together with increased selling prices.  Printed
Circuit Boards segment sales mix is affected by several factors, including layer
count, hole density, line and space density, materials content, order size and
other factors.  For example, incremental layer content generally results in
a higher selling price for an equivalent finished product outer surface square
footage.  In 2006 compared to 2005, the volume of our PCB products with
greater than 12 layers increased by more than 50%, while the volume of our
single-layer and 2-layer PCB products decreased by approximately 15%.  We
estimate that product mix changes had a net favorable impact in 2006 compared to
2005 and represented approximately 84% of the growth in our Printed Circuit
Boards segment.  Factors contributing to the mix improvement were strong
demand from existing and new customers, transfers of customer programs and
intersegment programs from our former European and Canadian manufacturing sites
for which net sales prior to closure are presented in other segment sales, and
an approximate 17% increase in inner-layer production capacity available during
2006 compared to 2005.  The inner-layer capacity increase, which allows us
to produce greater quantities of high-layer-count products, is due in part to
investment in new equipment and in part to the transfer of equipment from our
former European and Canadian sites.  Like
most electronic components, Printed Circuit Boards segment product prices
historically have declined in sequential periods as a result of competitive
pressures and manufacturing cost efficiencies.  However, during 2006, we
were successful in implementing broad-based PCB product price increases to
compensate for unusually high increases in the costs of our commodity materials,
including petroleum, copper and other precious metals.  We estimate that
the favorable impact of price increases resulted in the remaining approximate
16% of the overall growth in our Printed Circuit Boards segment in 2006 versus
2005.  Finished PCB volume, measured as total square feet of PCB surface
area, however, declined by approximately 2% in 2006 compared to 2005, and our
capacity to finish outer surfaces of products remained unchanged between years.
 The effects of changing currencies added less than 1% to sales in 2006
compared to 2005, as less than 10% of our Printed Circuit Boards segment sales
are denominated in currencies other than the U.S. dollar.  Assembly segment net sales grew by $40.2 million, or 19.6%, to
$245.3 million net sales for the year ended December 31, 2006.  Our
Assembly segment net sales consist primarily of sub-assembly, full integration
and test service values added to a composite of dissimilar component materials
costs, such that per unit data are not useful measures of volume changes.
 Component costs represent a significant portion of our final product sales
values, and we use the value of the components we purchase (referred to as
materials spend) as our primary indicator of business volume in this segment.
 Materials spend grew by approximately 16% in 2006 over 2005, indicating
that approximately 80% of our year-over year growth resulted from increased
production volume.  Changing currencies also added approximately 1% to our
2006 net sales compared to 2005.  The remaining approximate 19% of our
growth is the result of product mix change.  The volume growth and
favorable mix was driven by strong demand from select customers in our
telecommunications and industrial & instrumentation, medical,
consumer and other end markets.  Increases in net sales by our Printed Circuit Boards segment and
Assembly segment were partially offset by a $38.0 million decrease in sales from
former manufacturing facilities in Europe and Canada in which operations have
ceased.  Cost
of Goods Sold.Cost of goods sold, exclusive of items shown
separately, in the consolidated statements of operations for year ended
December 31, 2006, was $601.2 million, or 81.8% of consolidated net sales.
 This represents a 4.1 percentage point improvement from the 85.9% of
consolidated net sales achieved during 2005.  Approximately $50.0 million
of cost of goods sold during the year ended December 31, 2005, were
incurred by our former operations in Europe and Canada, and elimination of costs
in those operations represents the principal reason for our improved
consolidated costs as a percentage of sales.   27   In our Printed Circuit Boards segment, the cost of direct
materials represents approximately 60% of our cost of sales.  Quantities of
materials and supplies used to support our sales mix improvement are the most
significant causes of increased cost of good sold in this segment.
 However, materials, labor and overhead costs in the segment have also been
impacted by adverse trends in market rates for global commodities and currency
exchange.  Copper,
which is used in our circuit plating processes, and which is used by our
suppliers in the form of high-quality foil to make laminate materials that are
the primary materials in our products, has also increased substantially
year-over-year in line with global copper trading price increases.  Diesel
fuel, which we use to generate electricity for our largest PCB manufacturing
site in China, is subject to global oil price trends and is further impacted by
local government price control.  Beginning in November 2006, we have
reduced our dependence on diesel fuel by obtaining up to sixty percent of our
electricity needs from local electricity suppliers that use coal-based systems
to generate the electricity.  In
addition, employment cost trends in China adversely impacted our Printed Circuit
Boards segment costs during the year ended December 31, 2006, compared to
2005.  These trends included minimum wage increases and social benefit cost
increases, further impacted by an average approximate 3% strengthening of the
Chinese RMB versus the U.S. Dollar.  Despite these cost increases, wages
and local operating costs in China remain among the most competitive in the
world.  Cost of
goods sold in our Assembly segment relates primarily to component materials
costs.  As a result, trends in net sales for the segment drive similar
trends in cost of goods sold, and for the year ended December 31, 2006,
cost of sales increased proportionally as net sales grew in comparison to the
same period last year.  Selling, General and Administrative Costs.Selling,
general and administrative costs were $56.3 million, or 7.7% of net sales for
the year ended December 31, 2006, and decreased by $9.7 million compared to
the year ended December 31, 2005.  The decrease resulted in part
(approximately $4.9 million) from the closure of our facilities in Europe and
Canada, and in part ($4.5 million) from reduced costs related to stock-based
compensation.  The balance of the reduction resulted from focused cost
containment efforts.  Approximately one-half of our costs are incurred to
support our global operations and are not specific to any segment.  These
common costs are allocated to our Printed Circuit Boards segment and Assembly
segment based on each segments percentage of total net sales.  Depreciation.  Depreciation expense for the year ended
December 31, 2006, was $45.4 million, including $39.2 million related to
our Printed Circuit Boards segment and $6.2 million related to our Assembly
segment.  Depreciation expense in our Printed Circuit Boards segment
increased by $4.2 million compared to the year ended December 31, 2005, as
a result of the transfer of equipment from closed operations in Europe and
Canada and investment in new equipment.  Depreciation expense in our
Assembly segment for the year ended December 31, 2006, increased by $1.1
million compared to the prior year primarily as a result of manufacturing
capacity added to support growing demand in the segment.  Offsetting the
increases in Printed Circuit Boards and Assembly segment, depreciation expense
decreased by approximately $4.0 million related directly to our closed
operations in Europe and Canada.  Restructuring and Impairment.  We reported net
restructuring and impairment income of $4.9 million for the year ended
December 31, 2006, compared to net expenses in 2005 of $27.7 million.
 The primary components of restructuring and impairment income (expense)
for the years ended December 31, 2006 and 2005, are as follows:  Restructuring Activity (dollars in millions)

2006

2005Gains on sales of properties held for sale

$
5.4

$
-Personnel and severance reversals (expenses)

1.4

(23.2)Lease and other contractual commitment expenses

(1.5)

(2.7)Asset impairments

(0.4)

(1.8)Total income (expense), net

$
4.9

$
(27.7)  Dating
back to 2000, we have incurred substantial costs to downsize and/or close
facilities in Europe and North America in response to market pressures for low
cost products.  We closed our PCB fabrication facilities in the  28   Netherlands and in Canada in June and July 2005, respectively, and
those closures resulted in substantial charges during the year ended
December 31, 2005, related to employee termination payments, cancellation
of long-term contracts, and impairments of carrying values of long-lived assets.
 Some of the products previously manufactured in those facilities are now
produced in China in our Printed Circuit Boards segment where we have been able
to satisfy the cost requirements of our customers.  During
the year ended December 31, 2006, we recognized net gains on sales of
previously closed properties in the U.S., the Netherlands and Canada, and we
reported the net gains as a reduction of restructuring and impairment expenses.
 In addition, we negotiated early payment of certain employment obligations
in exchange for a discount of the total obligation, resulting in reversal of
previously recognized severance expenses.  Lease and other contractual
commitment expenses during the year ended December 31, 2006, represent
expenses incurred to maintain and insure the properties prior to disposal.  Operating Income (Loss).  Operating income of $35.6
million for the year ended December 31, 2006, represents an increase of
$83.1 million compared to an operating loss of $47.5 million during the year
ended December 31, 2005.  The primary sources of operating income or
loss for the years ended December 31, 2006 and 2005, are as follows:  Source (dollars in millions)

2006

2005Printed Circuit Boards segment

$
23.4

$
1.4Assembly segment

6.9

(0.2)Europe and Canada operations

0.4

(21.0)Restructuring activities

4.9

(27.7)Operating income (loss)

$
35.6

$
(47.5)  Operating income of our Printed Circuit Boards segment increased
by $22.0 million to $23.4 million for the year ended December 31, 2006,
compared to $1.4 million operating income for the year ended December 31,
2005.  The improvement is primarily the result of improved product mix and
volume growth, combined with reduced administrative costs.  However, the
improvements were partially offset by increased materials, labor, depreciation
and currency costs.  Operating income of our Assembly segment increased by $7.1 million
to $6.9 million for the year ended December 31, 2006, compared to an
operating loss of $(0.2) million in 2005.  The improvement is primarily the
result of volume growth combined with reduced administrative costs, offset by
increased labor, depreciation and currency costs.  Operating results in 2006 related to closed operations in Europe
and Canada and restructuring activities are not expected to recur.  These
results combined to improve operating income for the year ended
December 31, 2006, by $54.1 million over 2005.  Adjusted EBITDA.  Reconciliations of operating income
to adjusted EBITDAfor twelve months ended December 31, 2006 and 2005,
were as follows:  December 31,Source (dollars in millions)

2006

2005Operating
income (loss)

$
35.6

$
(47.5)Add-backDepreciation
and amortization

46.7

45.7Restructuring
and impairment

(4.9)

27.7Non-cash
stock compensation expense.

1.4

6.2Adjusted
EBITDA

$
78.8

$
32.1  Adjusted EBITDA increased by $46.7 million, or 145.5%, primarily
as a result of improved operating income.   29   Interest Expense, net.  Interest expense, net of
interest income, for the year ended December 31, 2006, was $30.7 million,
compared to $40.8 million in 2005.  Interest earned in both periods was
immaterial.  Interest expense related to our 10.5% Senior Subordinated
Notes due in 2011 was $21.0 million in 2006 and 2005, as the $200.0 million
principal and the 10.5% interest rate remain unchanged since the notes were
issued in 2003.  Interest expense incurred on term loan and revolver
borrowings under our 2003 Credit Agreement and on revolver borrowings under our
2006 Credit Agreement vary from period to period based on the outstanding
principal balances and floating interest rates.  We extinguished our term
loan facility of approximately $262.0 million under the 2003 Credit Agreement in
May 2006 by applying the proceeds from the sale of our wire harness business.
 Interest expense on capital leases increased to approximately $0.5 million
for the year ended December 31, 2006, due to the addition of a capital
lease of equipment initiated in January 2006 in our Printed Circuit Boards
segment.  Loss
on Early Extinguishment of Debt.  Fees paid at the inception of the
2003 Credit Agreement were deferred and had been amortized during the life of
the facility.  Our $1.5 million loss on early extinguishment of debt during
the year ended December 31, 2006, represents the write-off of unamortized
deferred financing costs together with bank fees and professional fees incurred
in connection with termination of the 2003 Credit Agreement.  Other Expense.  Other expenses for the year ended
December 31, 2005, included a non-recurring charge of $10.9 million as a
result of reversal of cumulative translation adjustments required in connection
with our liquidation of foreign investments in Canada and Europe.  Income Taxes.  Income tax expense of $18.5 million and
$4.0 million, respectively, for the years ended December 31, 2006 and 2005,
exclude i) income taxes related to our discontinued wire harness
operations, and ii) income taxes on the gain on sale of our wire harness
operations.  Our income tax provision relates primarily to our profitable
operations in China and Hong Kong.  Because of the substantial net
operating loss carryforwards previously existing in our U.S. and other tax
jurisdictions, we did not recognize income tax benefits related to our
substantial interest expense, among other expenses.  Discontinued Operations  On May
1, 2006, we sold our wire harness business to Electrical Components
International Holdings Company (ECI), a newly-formed affiliate of Francisco
Partners, L.P., a private equity firm, for gross cash proceeds of $320.0
million.  Net cash proceeds reported in the accompanying consolidated
statement of cash flows for the year ended December 31, 2006, of $307.9 million
reflect reductions of the gross proceeds for i) cash of $3.0 million on deposit
in bank accounts of the disposed business on the date of the transaction, ii) a
$2.4 million contractual purchase price adjustment agreed and paid to the
acquirer in June 2006, and iii) transaction costs of $6.7 million paid in 2006
related to the disposal.  One further contractual purchase price
adjustment, which was accrued at the time of the disposal, was settled at the
estimated amount of approximately $2.0 million during the quarter ended June 30,
2007.  In the
accompanying consolidated statements of operations for the year ended December
31, 2006, we recognized a net gain on the sale of our discontinued wire harness
operations of $211.2 million.  The gain is net of i) the carrying value of
net assets disposed, ii) professional fees and other costs related to the
disposal transaction, iii) actual and estimated purchase price adjustments, and
iv) taxes of approximately $12.4 million.  We have
classified the results of operations of our wire harness business as
discontinued operations for all periods presented.   30    For the
four months ended April 30, 2006, and the year ended December 31, 2005,
operating results for the discontinued operations are as follows:  (dollars in millions)

2006

2005Net sales

$
102.4

$
295.7Operating income

$
11.3

$
37.5Income before income taxes

$
11.4

$
37.7Income tax provision

1.9

12.0Net income

$
9.5

$
25.7  Functional
Currency  On January 1, 2007, we changed the functional currency for certain
of our foreign subsidiaries from the local currency to the U.S. dollar due to a
change in the way these businesses are financed, resulting in the U.S. dollar
becoming the currency of the primary economic environment in which the
subsidiaries operate.  As a result, all foreign subsidiaries use the U.S.
dollar as the functional currency effective January 1, 2007. Prior to 2007, adjustments resulting from translating the foreign
currency financial statements of these subsidiaries into the U.S. dollar have
been included as a separate component of accumulated other comprehensive income
(loss).  Upon the change of the functional currency, these subsidiaries no
longer generate such translation adjustments, and such translation adjustments
from prior periods will continue to remain a component of accumulated other
comprehensive income (loss). Cash Flow  Net
cash provided by operating activities was $63.8 million for the year ended
December 31, 2007, compared to net cash used in operating activities of $1.8
million for the year ended December 31, 2006, and net cash provided by operating
activities of $11.6 million for the year ended December 31, 2005.  The
change in operating cash flow from 2006 to 2007 was primarily due to increased
net income from continuing operations and positive changes in working capital.
 The change in operating cash flows from 2005 to 2006 was primarily result
of working capital required to support the growth in our Printed Circuit Boards
and Assembly segments.  Net
cash used in investing activities was $37.0 million for the year ended December
31, 2007, compared to net cash provided by investing activities of $273.8
million for the year ended December 31, 2006, and net cash used in investing
activities of $85.0 million for the year ended December 31, 2005.  The 2007
decrease was due to the 2006 one time cash inflows from disposals of i) our
former wire harness business for net proceeds of $307.9 million, and
ii) properties held for sale for net proceeds of $21.8 million.  The
2006 increase over 2005 was primarily a result of the same one time cash
inflows.  Investing cash flows include capital expenditures inclusive of
intercompany asset transfers, of $29.5 million, $47.0 million and $78.7 million,
related to our Printed Circuit Boards segment during the years ended December
31, 2007, 2006 and 2005, respectively.  Continued growth in our Printed
Circuit Boards segment and advances in technological requirements to meet
customer needs are the primary drivers of our investments in property and
equipment in that segment.  Capital expenditures related to our Assembly
segment in each of 2007, 2006 and 2005 were $7.4 million, $5.6 million and $6.9
million, respectively.  We have no plans that would materially change the
trends of capital expenditures in the Printed Circuit Boards and Assembly
segments.  Non-recurring cash outflows of investing activities during the
years ended December 31, 2006 and 2005 also include capital expenditures related
to i) our former operations in Europe and Canada of  $0.0 million and
$8.3 million, respectively, and ii) our former wire harness business of
$3.0 million and $7.1 million, respectively.   31   Net cash used in financing activities of $0.8 million for the year
ended December 31, 2007, related entirely to the payment of capital lease
obligations.  Net cash used in financing activities was $270.5 million for
the year ended December 31, 2006, including the extinguishment of $262.4 million
of our 2003 Credit Agreement paid primarily from the net proceeds of the
disposal of our wire harness business.  Cash used by financing activities
in 2006 also includes $3.3 million of costs incurred in connection with the
establishment of our 2006 Credit Agreement, plus scheduled principal payments on
capital lease obligations of $4.9 million.  Net cash used by financing
activities was $3.2 million for the year ended December 31, 2005, which includes
$3.0 million for scheduled maturities of our 2003 Credit Agreement together with
fees paid in connection with a 2005 amendment to that agreement.  Financing
Arrangements  In
August 2006, we entered into a credit facility with UBS AG Hong Kong Branch and
UBS AG, Singapore Branch (together UBS) binding UBS to provide us $80.0
million in revolving and term loans under a four-year, senior secured credit
facility (the 2006 Credit Agreement).  The facility is structured as a
revolving credit facility until February 2008, at which time $20.0 million of
the facility converts to a term loan with principal amortization scheduled over
the remaining life of the facility.  Substantially all of our non-U.S.
assets serve as security for this facility.  We had no borrowings under the
2006 Credit Agreement at December 31, 2007, though $5.4 million of letters
of credit were then outstanding, reducing the total available for revolving
loans.  In January 2008, we borrowed $20.0 million under the 2006 Credit
Agreement revolving loan facility, which as of February 19, 2008, was converted
to a term loan which is payable in quarterly installments through July 2010.  In
December 2003, we completed an offering of $200.0 million of 10.5% Senior
Subordinated Notes due 2011.  The proceeds from this offering were used to
repay a portion of original term loan borrowings under our then existing senior
credit facility (the 2003 Credit Agreement).  The entire original
principal balance of the notes remained outstanding at December 31, 2007.  In
May 2006, we extinguished the remaining term loan balance under the 2003
Credit Agreement using the net proceeds from the sale of our wire harness
business, and in August 2006, we terminated the remaining revolving credit
portion of the 2003 Credit Agreement with cash available from continuing
operations.  In 2006
we entered into a capital lease obligation of $11.6 million for certain new
equipment.  Liquidity  We had
cash and cash equivalents at December 31, 2007 and 2006, of $64.0 million and
$38.0 million, respectively.  At December 31, 2007, we had open letters of
credit issued in the amount of $5.4 million, and no outstanding borrowings under
the $80.0 million revolving credit facility of our 2006 Credit Agreement,
resulting in available credit of $74.6 million.  The terms of the 2006
Credit Agreement included an option to increase the total credit facility by $40
million to $120 million; and in December 2007 we elected not to exercise this
option and allowed it to expire.  In
January 2008, we borrowed $20 million under the 2006 Credit Agreement Facility A
revolving loan facility, which we subsequently converted to a term loan (the
Term Loan) as required by the original terms of the 2006 Credit Agreement.
 The Term Loan is payable in quarterly installments from April 2008 through
July 2010, with maturities of $4.5 million, $7.5 million and $8.0 million in
2008, 2009 and 2010, respectively.  Under the original terms of the 2006
Credit Agreement, the Facility A revolving loan facility would have expired in
February 2008 if not utilized, and amounts repaid under the Term Loan may not be
reborrowed.  The total Facility B revolving loan facility of the 2006
Credit Agreement remains at $60 million.   32   Subject to changes in customer demand and other market conditions,
we anticipate making capital expenditures of approximately $80 million during
2008.  We believe that cash flow from operations, available cash on hand
and the cash available from the revolving credit facility of our 2006 Credit
Agreement will be sufficient to fund our capital expenditures and other
currently anticipated cash needs, including, i) our semi-annual $10.5 million
interest payments on our senior subordinated notes, payable in January and July
each year, ii) working capital needs, iii) scheduled capital lease payments for
equipment leased by our Printed Circuit Boards segment, and iv) debt service
requirements in connection with the 2006 Credit Agreement.  Our
ability to meet our cash needs through cash generated by our operating
activities will depend on the demand for our products, as well as general
economic, financial, competitive and other factors, many of which are beyond our
control.  We cannot assure you, however, that our business will generate
sufficient cash flow from operations, that currently anticipated cost savings
and operating improvements will be realized on schedule or that future
borrowings will be available to us under our credit facility and our ability to
raise third party financing in an amount sufficient to enable us to pay our
indebtedness or to fund our other liquidity needs.  We may need to
refinance all or a portion of our indebtedness.  Off
Balance Sheet Arrangements  None  Backlog  We
estimate that our backlog of unfilled orders as of December 31, 2007, was
approximately $159.6 million, which includes $101.3 million and $58.3 million
from our PCB and Assembly segments, respectively.  This compares to our
backlog of unfilled orders of $119.5 million at December 31, 2006, which
included $81.8 million and $37.7 million from our PCB and Assembly segments,
respectively.  Because unfilled orders may be cancelled prior to delivery,
the backlog outstanding at any point in time is not necessarily indicative of
the level of business to be expected in the ensuing period. Related
Party Transactions  Monitoring and Oversight Agreement  We
entered into a ten-year monitoring and oversight agreement with an affiliate of
Hicks, Muse, Tate & Furst, Incorporated (HMTF), effective as of
January 31, 2003.  Under the monitoring and oversight agreement, we
are required to pay HMTF an annual fee for oversight and monitoring services
equal to the lesser of (i) 2% of our consolidated adjusted EBITDA for such year
or (ii) $1.5 million.  The fee is payable for the preceding year following
the completion of the audited financial statements for the preceding year,
provided that HMTF may elect to defer the payment of their fees, in which case
these amounts will become due and payable at such time as HMTF elects to require
the payment of these obligations.  The monitoring and oversight agreement
makes available the resources of HMTF concerning a variety of financial and
operational matters.  These services have been provided not only by Mr.
Furst and Mr. Herring, outside the scope of their duties as our directors, but
also from numerous other principals and employees of HMTF.  Mr. Furst and
Mr. Herring are each principals of HMTF. HMTF has performed various monitoring
and oversight services, including providing input in managements establishment
of our financial and strategic acquisition plans.  HMTF monitors the
viability and implementation of our strategic plan through actions such as
review of monthly financial data, management briefings and facility visits.
 HMTF is also entitled to reimbursement for any expenses incurred by it in
connection with rendering services under the monitoring and oversight agreement.
 In addition, we have agreed to indemnify HMTF, its affiliates, and their
respective directors, officers, controlling persons, agents and employees from
and against all claims, liabilities, losses, damages, expenses and fees and
disbursements of counsel related to or arising out of or in connection with the
services rendered by HMTF under the monitoring and oversight agreement and not
resulting primarily from the bad faith, gross negligence, or willful misconduct
of HMTF.  The consolidated statements of operations include expenses of
$1.5 million, for each of the years ended December 31, 2007, 2006 and 2005,
related to the monitoring and oversight agreement.  33    Critical Accounting Policies and Estimates  The
preparation of financial statements in conformity with generally accepted
accounting principles requires that management make certain estimates and
assumptions that affect amounts reported in the financial statements and
accompanying notes.  Actual results may differ from those estimates and
assumptions and the differences may be material.  Significant accounting
policies, estimates and judgments that management believes are the most critical
to aid in fully understanding and evaluating the reported financial results are
discussed below.  Revenue Recognition  We
recognize revenue when all of the following criteria are satisfied: persuasive
evidence of an arrangement exists; risk of loss and title transfer to the
customer; the price is fixed and determinable; and collectibility is reasonably
assured.  Sales and related costs of goods sold are included in income when
goods are shipped to the customer in accordance with the delivery terms and the
above criteria are satisfied.  All services are performed prior to
invoicing customers for any products manufactured by us.  We monitor and
track product returns, which have historically been within our expectations and
the provisions established.  Reserves for product returns are recorded
based on historical trend rates at the time of sale.  Despite our efforts
to improve our quality and service to customers, we cannot guarantee that we
will continue to experience the same or better return rates than we have in the
past.  Any significant increase in returns could have a material negative
impact on our operating results.  Accounts Receivable and Allowance for Doubtful
Accounts  Accounts receivable balances represent customer trade receivables
generated from our operations.  We evaluate collectibility of accounts
receivable based on a specific case-by-case analysis of larger accounts and
based on historical experience and past due status of the entire accounts
receivable balance.  Based on this evaluation, we make adjustments to the
allowance for doubtful accounts for expected losses.  We also perform
credit evaluations and adjust credit limits based upon each customers payment
history and credit worthiness.  While credit losses have historically been
within our expectations and the provisions established, actual bad debt
write-offs may differ from our estimates, resulting in higher or lower charges
in the future for our allowance for doubtful accounts.  Inventories  Inventories are stated at the lower of cost (valued using the
first-in, first-out (FIFO) method) or market.  Cost includes raw materials,
labor and manufacturing overhead.  We
apply judgment in valuing our inventories by assessing the net realizable value
of our inventories based on current expected selling prices, as well as factors
such as obsolescence and excess stock and providing valuation allowances as
necessary.  Should we not achieve our expectations of the net realizable
value of our inventory, future losses may occur.  Long-Lived Assets, Including Goodwill  We
conduct impairment reviews of long-lived assets including goodwill.  Such
reviews require us to make estimates of future cash flows and fair values.
 Our cash flow projections include significant assumptions about economic
conditions, demand and pricing for our product, and costs.  In addition,
our determination of whether or not impairment exists requires us to make
certain assumptions and estimates in determining fair value of the reporting
unit.  While significant judgment is required, we believe that our
assumptions and estimates are reasonable.  However, should our assumptions
change in the future, our fair value models could result in lower fair values
for long-lived assets and goodwill, which could materially affect the value of
property, plant and equipment and goodwill and results of operations.   34   Income Taxes  We
record a valuation allowance to reduce our deferred tax assets to the amount
that we believe will more likely than not be realized.  While we have
considered future taxable income and ongoing prudent, feasible tax planning
strategies in assessing the need for the valuation allowance, in the event we
were to determine that we would not be able to realize all or part of our net
deferred tax assets in the future, an adjustment to the net deferred tax assets
would be charged to income in the period such determination was made.
 Similarly, should we determine that we would be able to realize our
deferred tax assets in the future in excess of its net recorded amount, an
adjustment to the net deferred tax asset would increase income in the period
such determination was made.  Effective January 1, 2007, we adopted the provisions of Financial
Accounting Standards Board Interpretation No. 48, Accounting for
Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109(FIN 48).  FIN 48 addresses the determination of how tax
benefits claimed or expected to be claimed on a tax return should be recorded in
the financial statements.  Under FIN 48, we must recognize the tax benefit
from an uncertain tax position only if it is more likely than not that the tax
position will be sustained on examination by the taxing authorities, based on
the technical merits of the position.  The tax benefits recognized in the
financial statements from such a position are measured based on the largest
benefit that has a greater than fifty percent likelihood of being realized upon
ultimate resolution.  Upon adoption, we increased our existing reserves for
uncertain tax positions by $10.2 million.  This increase was recorded as a
cumulative effect adjustment to the opening balance of accumulated deficit on
January 1, 2007.  For additional information regarding the adoption of FIN
48, see Recently Adopted Accounting Pronouncements.  Derivative Financial Instruments  We
conduct our business in various regions of the world, and export and import
products to and from several countries.  As a result, a significant portion
of our expenses and some of our sales are frequently denominated in local
currencies.  From time to time, we enter into foreign exchange forward
contracts to minimize the short-term impact of foreign currency fluctuations.
 However, there can be no assurance that these activities will eliminate or
reduce foreign currency risk.  We do not engage in hedging transactions for
speculative investment reasons.  Cash flow hedges are accounted for at fair
value.  The effective portion of the change in each cash flow hedges gain
or loss is reported as a component of other comprehensive income, net of taxes.
 The ineffective portion of the change in the cash flow hedges gain or
loss is recorded in earnings at each measurement date.  Gains and losses on
derivative contracts are reclassified from accumulated other comprehensive
income (loss) to current period earnings in the line item in which the hedged
item is recorded at the time the contracts are settled.  Our hedging
operations historically have not been material, and gains or losses from these
operations have not been material to our cash flows, financial position or
results of operations.  At December 31, 2007 we have foreign exchange
contracts outstanding which hedge a notional amount of 600 million Chinese
Renminbi at an average exchange rate of 7.058 with a weighted average remaining
maturity of six months.  Recently Adopted
Accounting Pronouncements  FIN
48  We
adopted FIN 48, on January 1, 2007.  As a result of the
adoption of FIN 48, we recorded a $10.2 million increase in the net liability
for unrecognized tax positions, which was recorded as a cumulative effect
adjustment to the opening balance of accumulated deficit on January 1, 2007.
 The total amount of unrecognized tax benefits included in the consolidated
balance sheets at December 31, 2007 and 2006, were $19.4 million and $20.2
million, respectively.  The liability of unrecognized tax benefits
decreased by $0.8 million from December 31, 2006, to December 31, 2007.
 The decrease was due to the settlement of prior uncertain tax positions
partially offset by the adoption of FIN 48, additional provisions related to tax
positions taken in the current period, and interest and penalties related to
positions taken in prior periods.  The settlement of prior uncertain tax
positions resulted in a $3.6 million payment and a $10.4 million reversal of the
liability for uncertain tax positions.  Included in the December 31, 2007,
balance was $19.4 million of unrecognized tax positions that, if recognized,
would affect the effective tax rate.We are in discussions with various taxing authorities on several
open tax positions, and it is possible that the amount of the liability for
unrecognized tax benefits could change during the next year.  We  35   currently estimate approximately $2.0 million of the liability for
uncertain tax positions could be settled in the next twelve months and have
classified this as current income taxes payable.  We recognize accrued interest and penalties related to
unrecognized tax benefits as a component of income tax expense.  This
policy did not change as a result of the adoption of FIN 48.  At January 1,
2007, the total unrecognized tax benefit of $30.4 million in the consolidated
balance sheet included a liability of $7.4 million related to accrued interest
and penalties on unrecognized tax benefits.  For the year ended December
31, 2007, the income tax provision included in our consolidated statement of
operations included a net $2.7 million benefit related to interest and penalties
on unrecognized tax benefits, which included a $4.0 million reversal of interest
and penalties related to prior uncertain tax positions. As of December 31, 2007, we are subject to U.S. federal income tax
examinations for all tax years from 1996 forward, and to non-U.S. income tax
examinations generally for the tax years 2000 through 2007.  In addition,
we are subject to state and local income tax examinations generally for the tax
years 2000 through 2007. SAB No. 108  In
September 2006, the SEC released Staff Accounting Bulletin No. 108,Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements(SAB No. 108).
 SAB No. 108 addresses how the effects of prior-year uncorrected
misstatements should be considered when quantifying misstatements in current
year financial statements.  SAB No. 108 requires an entity to quantify
misstatements using a balance sheet and income statement approach and to
evaluate whether either approach results in quantifying an error that is
material in light of relevant quantitative and qualitative factors.  We
adopted SAB No. 108 in the fourth quarter of 2006.  In
2006, we identified certain errors in previously reported financial statements,
which were evaluated under the criteria of SAB No. 108.  The following
table summarizes the items and amounts, net of tax where applicable, of the
cumulative effect adjustment resulting in the increase to accumulated
deficit.  Nature of Adjustment (dollars in millions)

AmountLease termination

$
4.1Impaired long-lived assets

2.2Lifetime medical benefits

1.1Accrued vacation

1.2$
8.6  These
amounts were evaluated on a qualitative and quantitative basis both
individually, and in the aggregate, and were not deemed material to any prior
years under the income statement approach.  However, in connection with the
adoption of SAB No. 108, we have corrected these errors because these amounts
have been deemed material using the balance sheet approach.  The
transition provisions of SAB No. 108 permit us to adjust for the cumulative
effect on retained earnings of immaterial errors relating to prior years.
 Accordingly, we recognized a cumulative effect adjustment to increase
accumulated deficit as of January 1, 2006, totaling $8.6 million (net of a tax
benefit of $0.1 million).  SAB No. 108 also requires the adjustment of any
prior quarterly financial statement within the fiscal year of adoption for the
effects of such errors on the quarters when the information is next presented.
 Such adjustments do not require previously filed reports with the SEC to
be amended.  Recently Issued Accounting Pronouncements  In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements(SFAS No. 157).  SFAS No. 157 defines fair value, establishes a
formal framework for measuring fair value and expands disclosures about fair
value measurements.  The Statement is effective beginning in 2008, and we
do not expect it will have a material impact on our financial statements upon
adoption.  36    In
February 2007, the FASB issued SFAS No. 159, The Fair Option for Financial
Assets and Financial Liabilities (SFAS No. 159).  SFAS No. 159
provides companies with an option to report selected financial assets and
financial liabilities at fair value.  Unrealized gains and losses on items
for which the fair value option has been elected are reported in earnings at
each subsequent reporting date.  SFAS No. 159 is effective beginning in
2008, and we do not believe it will have a material impact on our financial
statements upon adoption.  Contractual Obligations  The
following table provides a summary of future payments due under contractual
obligations and commitments as of December 31, 2007:  Contractual
Obligations (dollars in millions)

Less Than
1 year

1  3
years

3  5
years

More Than
5 years

TotalSenior
subordinated notes

$
-

$
-

$
200.0

$
-

$
200.0Interest
on senior subordinated
notes

21.0

42.0

10.5

-

73.5Capital
lease payments

2.5

4.9

0.2

0.9

8.5Operating
leases

4.6

5.4

1.2

1.7

12.9Restructuring
payments

1.0

1.8

1.8

2.4

7.0Management
fees (a)

1.8

0.6

0.6

12.1

15.1Unrecognized
tax benefits (b)

2.0

-

-

-

2.0Disposition
agreements

0.9

-

-

-

0.9Deferred
compensation

0.1

0.2

0.2

2.2

2.7Capital
expenditures

1.3

-

-

-

1.3Purchase
orders

44.0

-

-

-

44.0Total

$
79.2

$
54.9

$
214.5

$
19.3

$
367.9  (a) Includes a management fee of $1.5 million owed to HMTF in 2008 in
connection with the monitoring and oversight agreement.  The agreement
requires an annual fee equal to the lesser of $1.5 million or 2% of consolidated
adjusted EBITDA, which has been excluded for all periods subsequent to 2008.
 The agreement expires January 2013. (b) Includes the liability for unrecognized tax benefits that could be
settled in the next twelve months and has been classified as current income
taxes payable in the consolidated balance sheet at December 31, 2007.  The
liability for unrecognized tax benefits of $17.4 million included in other
non-current liabilities at December 31, 2007, has been excluded from the above
table as we cannot make a reasonably reliable estimate of the timing of future
payments.  Item 7A. Quantitative and Qualitative Disclosures about Market Risk  Interest Rate Risk  At
December 31, 2007, none of our long-term debt bore interest at variable rates.
 However, in February 2008, we incurred a $20 million long-term loan with a
variable interest rate, and we may have additional variable rate long-term debt
in the future.  Accordingly, our earnings and cash flows could be affected
by changes in interest rates in the future.   37   Foreign Currency Risk  We
conduct our business in various regions of the world and export and import
products to and from several countries.  Our operations may, therefore, be
subject to volatility because of currency fluctuations, principally the Chinese
RMB, Hong Kong dollar, Canadian dollar and Euro.  A significant portion of
our expenses and some of our sales are in local currencies, and our results of
operations may be affected adversely as currency fluctuations affect our product
prices and operating costs or those of our competitors.  From time to time,
we enter into foreign exchange forward contracts to minimize the short-term
impact of foreign currency fluctuations in Chinese RMB.  We do not engage
in hedging transactions for speculative investment reasons.  Our hedging
transactions historically have not been material, and gains or losses from these
transactions have not been material to our cash flows, financial position or
results from operations.  There can be no assurance that our hedging
operations will eliminate or substantially reduce risks associated with
fluctuating currencies.  Based on December 31, 2007, exchange rates, an
increase or decrease in foreign exchange rates of 10% (ignoring the effects of
hedging) would result in an increase or decrease, respectively, in our operating
expenses of approximately $18.5 million per year.  Commodity Price Risk  We
purchase several tons of oil to generate our energy in certain of our
manufacturing facilities using diesel generators, and we will be required to
bear the increased cost of generating energy if the cost of oil increases.
 In addition, the materials we purchase to manufacture printed circuit
boards contain copper, gold, silver and tin.  To the extent the prices for
such metals increase, our cost to manufacture printed circuit boards will
increase.  Prices for copper, gold, silver, tin and oil have risen
substantially over the past several years.  Continued price increases for
such commodities would increase our cost and could have an adverse effect on our
results of operations.  Item 8. Financial Statements and Supplementary Data  Index To Financial Statements  Viasystems,
Inc. & SubsidiariesReport of
Ernst & Young LLP, Independent Registered Public Accounting
Firm
39Report of
PricewaterhouseCoopers LLP, Independent Registered Public Accounting
Firm
40Consolidated
Balance Sheets as of December 31, 2007 and 2006
41Consolidated
Statements of Operations for the years ended December 31, 2007, 2006 and
2005
42Consolidated
Statements of Stockholders Equity (Deficit) and Comprehensive Income
(Loss)
for the years ended December 31, 2007, 2006 and 2005
43Consolidated
Statements of Cash Flows for the years ended December 31, 2007, 2006
and 2005
44Notes to
Consolidated Financial Statements
45   38    Report
of Independent Registered Public Accounting Firm  The
Board of Directors and Stockholder Viasystems, Inc.  We have
audited the accompanying consolidated balance sheets of Viasystems, Inc. and
subsidiaries (the Company) as of December 31, 2007 and 2006, and the related
consolidated statements of operations, stockholders equity (deficit) and
comprehensive income (loss), and cash flows for each of the two years in the
period ended December 31, 2007.  These financial statements are the
responsibility of the Companys management.  Our responsibility is to
express an opinion on these financial statements based on our audits.  We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  We were not
engaged to perform an audit of the Companys internal control over financial
reporting.  Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Companys internal control over financial
reporting.  Accordingly, we express no such opinion.  An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.  In our
opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Viasystems, Inc. and
subsidiaries as of December 31, 2007 and 2006, and the consolidated results of
their operations and their cash flows for each of the two years in the period
ended December 31, 2007, in conformity with U.S. generally accepted accounting
principles.  As
discussed in Note 1 to the consolidated financial statements, on January 1,
2007, the Company changed its method for accounting for uncertain tax positions,
and on January 1, 2006, the Company changed its method of accounting for
share-based payments and quantifying misstatements in current year financial
statements.  /s/ Ernst & Young
LLP St. Louis,
Missouri March 27, 2008  39   Report
of Independent Registered Public Accounting Firm  To the
Board of Directors and Stockholder of Viasystems, Inc.:  In our
opinion, the consolidated statements of operations, stockholders equity
(deficit) and comprehensive income (loss) and cash flows for the year ended
December 31, 2005, present fairly, in all material respects, results of
operations and cash flows of Viasystems, Inc. and its subsidiaries for the year
ended December 31, 2005, in conformity with accounting principles generally
accepted in the United States of America.  These financial statements are
the responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audit. We
conducted our audit of these statements in accordance with the standards of the
Public Company Accounting Oversight Board (United States).  Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation.  We believe that our audit provides a
reasonable basis for our opinion.    /s/
PricewaterhouseCoopers LLP Dallas,
Texas March
29, 2006, except for the effect of discontinued operations discussed in Note 15, as to which the date is March 30, 2007   40   VIASYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in
thousands, except share data)  December 31,2007

2006ASSETSCurrent
assets:Cash
and cash equivalents

$
64,002

$
37,954Restricted
cash

303

1,000Accounts
receivable, net

135,326

131,495Inventories

81,058

85,185Prepaid
expenses and other

11,049

15,805Total
current assets

291,738

271,439Property,
plant and equipment, net

243,973

257,652Goodwill

79,485

79,485Intangible
assets, net

6,904

7,918Deferred
financing costs, net

5,980

8,044Other
assets

1,153

1,352Total
assets

$
629,233

$
625,890LIABILITIES
AND STOCKHOLDERS EQUITYCurrent
liabilities:Current
maturities of long-term debt

$
1,796

$
722Accounts
payable

112,765

115,110Accrued
and other liabilities

59,913

56,985Income
taxes payable

4,517

3,147Deferred
taxes

2,287

-Total
current liabilities

181,278

175,964Long-term
debt, less current maturities

204,817

206,192Deferred
taxes

411

5,532Other
non-current liabilities

35,473

40,334Total
liabilities

421,979

428,022Commitments
and contingenciesStockholders
equity (deficit)Common
stock, $0.01 par value, 1,000 shares authorized, issued and
outstanding

-

-Paid-in
capital

2,437,177

2,435,092Accumulated
deficit

(2,236,742)

(2,243,846)Accumulated
other comprehensive income

6,819

6,622Total
stockholders equity

207,254

197,868Total
liabilities and stockholders equity

$
629,233

$
625,890  See
accompanying notes to consolidated financial statements.  41   VIASYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in
thousands)   Year Ended December 31,2007

2006

2005Net sales
$
714,343

$
734,992

$
652,821Operating expenses:Cost
of goods sold, exclusive of items shown separately
570,384

601,232

560,974Selling, general and administrative
58,215

56,325

66,047Depreciation
49,704

45,422

44,234Amortization
1,269

1,325

1,436Restructuring and impairment
278

(4,915)

27,662Operating income (loss)
34,493

35,603

(47,532)Other expense (income):Interest expense, net
21,687

30,715

40,760Amortization of deferred financing
costs
2,065

1,678

1,613Loss on early extinguishment of
debt
-

1,498

-Other, net
277

1,406

13,110Income (loss) before income taxes
10,464

306

(103,015)Income tax provision
(6,853)

18,514

3,953Income (loss) from continuing operations
17,317

(18,208)

(106,968)Income from discontinued operations, net of tax
-

9,475

25,739Gain on disposition of discontinued operations, net of
tax
-

211,170

-Net income (loss)
$
17,317

$
202,437

$
(81,229)  See
accompanying notes to consolidated financial statements.  42   VIASYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) AND
COMPREHENSIVE INCOME (LOSS) (in
thousands)   Common Stock

Paid-in
Capital

Accumulated
Deficit

Accumulated
Other
Comprehen-sive
Income (Loss)

TotalBalance at
December 31, 2004
$
-

$
2,426,794

$
(2,356,426)

$
(13,834)

$
56,534Comprehensive
income:Net
loss
-

-

(81,229)

-

(81,229)Change
in fair value of derivatives, net of
taxes
of $0
-

-

-

75

75Foreign
currency translation, net of taxes
of
$0
taxes
of $0
-

-

-

16,099

16,099Total
comprehensive loss








(65,055)Stock
compensation expense, net of taxes
of
$0
-

6,793

-

-

6,793Balance at
December 31, 2005
-

2,433,587

(2,437,655)

2,340

(1,728)Cumulative
effect of adoption of
SAB
108, net of taxes of $112
-

-

(8,628)

-

(8,628)Comprehensive
income:Net
income
-

-

202,437

-

202,437Change
in fair value of derivatives, net of
taxes
of $0
-

-

-

34

34Foreign
currency translation, net of taxes
of
$0
-

-

-

4,248

4,248Total
comprehensive income








206,719Stock
compensation expense, net of taxes
of
$0
-

1,505

-

-

1,505Balance at
December 31, 2006
-

2,435,092

(2,243,846)

6,622

197,868Cumulative
effect of adoption of FIN 48
-

-

(10,213)

-

(10,213)Comprehensive
income:Net
income
-

-

17,317

-

17,317Change
in fair value of derivatives, net of 
         taxes of $0
-

-

-

241

241Foreign
currency translation, net of taxes
of
$0
-

-

-

(44)

(44)Total
comprehensive income
-

-

-

-

17,514Stock
compensation expense, net of taxes
of
$0
-

2,085

-

-

2,085Balance at
December 31, 2007
$
-

$
2,437,177

$
(2,236,742)

$
6,819

$
207,254  Accumulated other
comprehensive income at December 31, 2007 and 2006, includes the following:  2007

2006Foreign
currency translation
$
6,469

$
6,513Unrecognized
gain on derivatives
350

109$
6,819

$
6,622  See
accompanying notes to consolidated financial statements.   43   VIASYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in
thousands)  Year Ended
December 31,2007

2006

2005Cash flows from operating
activities:Net income
(loss)

$
17,317

$
202,437

$
(81,229)Adjustments
to reconcile net income (loss) to
net cash
provided by (used in) operating activities:Depreciation
and amortization

50,973

49,229

53,022Non-cash
stock compensation expense

2,085

1,505

6,793Amortization
of deferred financing costs

2,065

1,678

1,613Loss (gain)
on sale of property, plant and equipment

967

(5,200)

711Non-cash
impact of exchange rate changes

595

-

-Deferred
taxes

(1,120)

(403)

3,739Gain on
sale of discontinued operations, net of tax

-

(211,170)

-Non-cash
portion of loss on early extinguishment of debt

-

1,313

-Impairment
of assets

-

438

1,823Translation
adjustment, net

-

-

10,923Change in
assets and liabilities:Accounts
receivable

(3,831)

(18,401)

(1,568)Inventories

4,127

(6,664)

(1,230)Prepaid
expenses and other

4,114

(6,756)

(3,139)Intercompany
receivable with Viasystems Group, Inc

-

2,903

(143)Accounts
payable

(2,345)

(13,251)

8,022Accrued and
other liabilities

(12,523)

(1,928)

2,832Income
taxes payable

1,370

2,432

9,477Net cash
provided by (used in) operating activities

63,794

(1,838)

11,646Cash flows from investing
activities:Capital
expenditures

(37,197)

(55,940)

(85,032)Proceeds
from disposals of property, plant and equipment

205

21,831

10Net
proceeds from disposal of business

-

307,927

-Net cash
(used in) provided by investing activities

(36,992)

273,818

(85,022)Cash flows from financing
activities:Repayment
of other long-term and capital lease obligations

(754)

(4,865)

(274)Repayment
of amounts due under credit facilities

-

(262,350)

(2,650)Financing
and other fees

-

(3,331)

(321)Net cash
used in financing activities

(754)

(270,546)

(3,245)Effect of exchange rate
changes on cash and cash
equivalents

-

597

(347)Net change in cash and cash
equivalents

26,048

2,031

(76,968)Cash and cash equivalents,
beginning of year

37,954

35,923

112,891Cash and cash equivalents, end
of year

$
64,002

$
37,954

$
35,923Supplemental cash flow
information:
Interest
paid

$
21,585

$
36,393

$
39,703Income
taxes paid, net

$
7,804

$
7,696

$
2,357Significant non-cash investing
and financing activities:Capital
lease

$
-

$
11,594

$
-   See accompanying notes to consolidated
financial statements.  44   VIASYSTEMS, INC. AND SUBSIDIARIES NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (in
thousands, except share data)  1. Summary of Significant Accounting Policies  Viasystems, Inc. and subsidiaries (Viasystems or the Company),
a wholly owned subsidiary of Viasystems Group, Inc. (Group), was formed on
April 2, 1997.  On April 10, 1997, Group contributed to Viasystems all of
the capital of its then existing subsidiaries.  Prior to the contribution
of capital by Group, Viasystems had no operations of its own.  The
consolidated financial statements included herein present the results of
operations of Viasystems, Inc. and its subsidiaries. Nature of Business  Viasystemsisaleadingworldwideproviderofcomplexmulti-layerprintedcircuitboardsandelectro-mechanicalsolutions.
 The Companys products are used in a wide range of applications, including
automotive dash panels and control modules, data networking equipment,
telecommunications switching equipment, and complex medical and technical
instruments.  Principles of Consolidation  The
accompanying consolidated financial statements include the accounts of
Viasystems.  All intercompany accounts and transactions have been
eliminated in consolidation.  On May 1, 2006, the Company sold its
wire harness business.  The results of operations of the disposed wire
harness business are classified as discontinued operations for all periods
presented.  The consolidated statements of cash flows include the cash
flows of the wire harness business for all periods presented.  These notes
to the consolidated financial statements are presented on a continuing
operations basis, except where otherwise indicated.  Use of Estimates  The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States (U.S.) requires management to make
estimates and assumptions that affect i) the reported amounts of assets and
liabilities, ii) the disclosure of contingent assets and liabilities at the date
of the financial statements, and iii) the reported amounts of revenues and
expenses during the reporting period.  Estimates and assumptions are used in accounting for the following
significant matters, among others:  · allowances for doubtful accounts; · inventory valuation; · fair value of derivative instruments and related hedged items; · useful lives of property, plant, equipment and intangible
assets; · long-lived and intangible asset impairments; · restructuring charges; · warranty and product returns allowances; · deferred compensation agreements; · tax related items; · contingencies; and · fair value of options granted under the Companys stock-based
compensation plan.  Actual
results may differ from previously estimated amounts, and such differences may
be material to the Companys consolidated financial statements.  Estimates
and assumptions are reviewed periodically, and the effects of revisions are
reflected in the period in which the revision is made.  The Company does
not consider as material any revisions made to estimates or assumptions during
the periods presented in the accompanying consolidated financial statements.  45    Cash and Cash Equivalents  The Company considers short-term highly liquid investments
purchased with an original maturity of three months or less to be cash
equivalents. Accounts Receivable and Concentration of Credit
Risk  Accounts receivable balances represent customer trade receivables
generated from the Companys operations.  To reduce the potential for
credit risk, the Company evaluates the collectibility of customer balances based
on a combination of factors but does not generally require significant
collateral.  The Company regularly analyzes significant customer balances,
and, when it becomes evident a specific customer will be unable to meet its
financial obligations to the Company for reasons including, but not limited to,
bankruptcy filings or deterioration in the customers operating results or
financial position, a specific allowance for doubtful accounts is recorded to
reduce the related receivable to the amount that is believed reasonably
collectible.  The Company also records an allowance for doubtful accounts
for all other customers based on a variety of factors including the length of
time the receivables are past due and historical experiences.  If
circumstances related to specific customers change, estimates of the
recoverability of receivables could be further adjusted. The provision for bad debts is included in selling, general and
administrative expense.  Account balances are charged off against the
allowance when the Company believes it is probable the receivable will not be
recovered. Inventories  Inventories are stated at the lower of cost or market.  Cost
is determined using the first-in, first-out (FIFO) method.  Cost includes
raw materials, labor and manufacturing overhead. Property, Plant and Equipment  Property, plant and equipment are stated at cost.  Repairs
and maintenance that do not extend the useful life of an asset are charged to
expense as incurred.  The useful lives of leasehold improvements are the
lesser of the remaining lease term or the useful life of the improvement.
 When assets are retired or otherwise disposed of, their costs and related
accumulated depreciation are removed from the accounts and any resulting gains
or losses are included in the operations for the period.  Depreciation is
computed using the straight-line method over the estimated useful lives of the
related assets as follows: Buildings
20-50 yearsLeasehold improvements
3-15 yearsMachinery, equipment, systems and other
3-10 years  Impairment of Long-Lived Assets  The Company reviews intangibles assets with a finite life and
other long-lived assets for impairment if facts and circumstances exist that
indicate that the assets useful life is shorter than previously estimated or
the carrying amount may not be recoverable from future operations based on
undiscounted expected future cash flows.  Impairment losses are recognized
in operating results when discounted expected future cash flows are less than
the carrying value of the asset.  In addition, the remaining useful life of
an impaired asset group would be reassessed and revised, if necessary. Goodwill Goodwill is recorded when the consideration paid for an
acquisition exceeds the fair value of identifiable net tangible and identifiable
intangible assets acquired.  In accordance with the Statement of Financial
Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets(SFAS No. 142), goodwill and other indefinite-lived intangible assets are
no longer amortized, but are reviewed for impairment at least annually and if a  46   triggering event were to occur in an interim period.
 Goodwill impairment is determined using a two-step process.  The
first step of the impairment test is used to identify potential impairment by
comparing the fair value of a reporting unit to the book value, including
goodwill.  If the fair value of a reporting unit exceeds its book value,
goodwill of the reporting unit is not considered impaired, and the second step
of the impairment test is not required.  If the book value of a reporting
unit exceeds its fair value, the second step of the impairment test is performed
to measure the amount of the impairment loss, if any.  The second step of
the impairment test compares the implied fair value of the reporting units
goodwill with the book value of that goodwill.  If the book value of the
reporting units goodwill exceeds the implied fair value of that goodwill, an
impairment loss is recognized in an amount equal to that excess.  The
implied fair value of goodwill is determined in the same manner as the amount of
goodwill recognized in a business combination.  The annual impairment
testing is performed in the fourth quarter. Intangible Assets Intangible assets consist primarily of identifiable intangibles
acquired.  Amortization of identifiable intangible assets acquired is
computed using systematic methods over the estimated useful lives of the related
assets as follows: Life

MethodDeveloped technologies
15 years

Double-declining balancePatents and trademarks
5 years

Straight-line  Impairment testing of these assets would occur if and when an
indicator of impairment is identified.  Deferred Financing Costs  Deferred financing costs, consisting of fees and other expenses
associated with debt financing, are amortized over the term of the related debt
using the straight-line method, which approximates the effective interest
method. Product Warranties  Provisions for estimated expenses related to product warranties
are made at the time products are sold.  These estimates are established
using historical information on the nature, frequency and average cost of
warranty claims. Environmental
Costs  Accruals for environmental matters are recorded in operating
expenses when it is probable that a liability has been incurred and the amount
of the liability can be reasonably estimated.  Accrued liabilities do not
include claims against third parties and are not discounted.  Costs related
to environmental remediation are charged to expense.  Other environmental
costs are also charged to expense unless they increase the value of the property
and/or mitigate or prevent contamination from future operations, in which event
they are capitalized. Derivative Financial Instruments  From
time to time, the Company enters into foreign exchange forward contracts to
minimize the short-term impact of foreign currency fluctuations.  However,
there can be no assurance that these activities will eliminate or reduce foreign
currency risk.  Cash flow hedges are accounted for at fair value.  The
effective portion of the change in each cash flow hedges gain or loss is
reported as a component of other comprehensive income, net of taxes.  The
ineffective portion of the change in the cash flow hedges gain or loss is
recorded in earnings at each measurement date.  Gains and losses on
derivative contracts are reclassified from accumulated other comprehensive
income (loss) to current period earnings in the line item in which the hedged
item is recorded at the time the contracts are settled.  Foreign Currency Translation  On
January 1, 2007, the Company changed the functional currency for certain foreign
subsidiaries from the local currency to the U.S. dollar due to a change in the
way these businesses are financed, resulting in the U.S. dollar  47   becoming the currency of the primary economic environment in which
the subsidiaries operate.  As a result, all foreign subsidiaries use the
U.S. dollar as the functional currency effective January 1, 2007.  Prior to
2007, adjustments resulting from translating the foreign currency financial
statements of these subsidiaries into the U.S. dollar have been included as a
separate component of accumulated other comprehensive income (loss).  Upon
the change of the functional currency, these subsidiaries no longer generate
such translation adjustments, and such translation adjustments from prior
periods will continue to remain a component of accumulated other comprehensive
income (loss).  The net
translation adjustment for the years ended December 31, 2007, 2006 and
2005, was a loss of $44 (net of tax of $0), a gain of $4,248 (net of tax of $0)
and a gain of $16,099 (net of tax of $ 0), respectively.  The 2007 and 2005
amounts include an adjustment of $44 and $10,923, respectively, for amounts
transferred to other expense as a result of the reversal of cumulative
translation adjustments required in connection with the liquidation of foreign
investments (from the closure of the Montreal, Canada and Echt, the Netherlands
printed circuit board operations).  The $4,248 in 2006 and the remaining
$5,176 in 2005 was the result of currency rate changes during the year.  Also included in net income are the gains and losses arising from
transactions denominated in a currency other than the functional currency of a
location, the impact of re-measuring assets and liabilities of foreign
subsidiaries using U.S. dollars as their functional currency, and the realized
results of the Companys foreign currency hedging activities. Fair Value of Financial Instruments  The Companys financial instruments consist of cash equivalents,
accounts receivable, notes receivable, long-term debt and other long-term
obligations.  For cash equivalents, accounts receivable, notes receivable
and other long-term obligations, the carrying amounts approximate fair value.
 The fair market values of the Companys Senior Subordinated Notes due 2011
was $194,250 and $200,000 at December 31, 2007 and 2006, respectively.  The
Company determined the 2007 and 2006 fair value of the Senior Subordinated Notes
due 2011 using published market values from third party sources.  There was
no balance outstanding on the Companys 2006 Credit Agreement at December 31,
2007 and 2006. Revenue
Recognition  Revenue is recognized when all of the following criteria are
satisfied:  persuasive evidence of an arrangement exists; risk of loss and
title transfer to the customer; the price is fixed and determinable; and
collectibility is reasonably assured.  Sales and related costs of goods
sold are included in income when goods are shipped to the customer in accordance
with the delivery terms, except in the case of vendor managed inventory
arrangements, whereby sales and the related costs of goods sold are included in
income when possession of goods is taken by the customer.  Generally, there
are no formal customer acceptance requirements or further obligations related to
manufacturing services.  If such requirements or obligations exist, then
revenue is recognized at the time when such requirements are completed and the
obligations are fulfilled.  Services provided as part of the manufacturing
process represent less than 10% of sales.  Reserves for product returns are
recorded based on historical trend rates at the time of sale. Shipping
Costs  Costs
incurred by the Company to ship finished goods to its customers are included in
cost of goods sold on the consolidated statements of operations.  Income Taxes  The Company accounts for certain items of income and expense in
different periods for financial reporting and income tax purposes.
 Provisions for deferred income taxes are made in recognition of such
temporary differences, where applicable.  A valuation allowance is
established against deferred tax assets unless the Company believes it is more
likely than not that the benefit will be realized.  48   The Company adopted Financial Accounting Standard Board (FASB)
Interpretation No. 48, Accounting for Uncertainty in Income Taxes an
Interpretation of FASB Statement No. 109 (FIN 48) as of the beginning of
its 2007 fiscal year.  This interpretation clarifies what criteria must be
met prior to recognition of the financial statement benefit, in accordance with
SFAS No. 109, Accounting for Income Taxes, of a position taken in a tax
return. Prior to adopting FIN 48, the Companys policy was to establish
reserves that reflected the probable outcome of known tax contingencies.
 Favorable resolution was recognized as a reduction to the effective income
tax rate in the period of resolution.  As compared to a contingency
approach, FIN 48 is based on a benefit recognition model.  Provided that
the tax position is deemed more likely than not of being sustained, FIN 48
permits a company to recognize the largest amount of tax benefit that is more
than 50 percent likely of being ultimately realized upon settlement.  The
tax position must be derecognized when it is no longer more likely than not of
being sustained.  The initial application of FIN 48 resulted in a $10,213
increase in the net liability for unrecognized tax positions, which was recorded
as a cumulative effect adjustment to the opening balance of accumulated deficit
in January 1, 2007. The
Company recognizes accrued interest and penalties related to unrecognized tax
benefits as a component of income tax expense.  This policy did not change
as a result of the adoption of FIN 48.  Earnings Per Share  Viasystems is exempt from the computation, presentation and
disclosure requirements of SFAS No. 128, Earnings per Share, as the
Company has no publicly held common stock or potential common stock.  Employee Stock-Based Compensation  Group, our sole-shareholder holding company, maintains a stock
option plan (the 2003 Stock Option Plan).  All of the employees granted
stock options under the 2003 Stock Option Plan are employees of Viasystems, and
therefore 100% of the stock option expense recognized at Group is allocated to
Viasystems. On January 1, 2006, the Company adopted SFAS No. 123 (revised
2004), Share-Based Payment, (SFAS No. 123(R)), which requires the
recognition of compensation expense for share-based awards, including stock
options, based on their grant date fair values.  The Company adopted SFAS
No. 123(R), using the modified-prospective method.  Under that method,
compensation cost includes:  (a) compensation expense for all share-based
awards granted prior to, but not yet vested as of January 1, 2006, based on the
grant date fair value estimated in accordance with the original provisions of
SFAS No. 123, Accounting for Stock-Based Compensation (SFAS No.
123),and (b) compensation cost for all share-based awards granted
subsequent to January 1, 2006, based on the grant-date fair value estimated in
accordance with the provisions of SFAS No. 123(R).  Effective January 1,
2004, the Company adopted the fair value recognition provisions of SFAS No. 123
using the modified prospective transition method.  As a result, the
adoption of SFAS No. 123(R) did not have a material impact on the Company
financial position, results of operations or cash flows.  Results for prior
periods have not been restated. Discontinued Operations  Discontinued operations are reported in accordance with the
guidance of SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets(SFAS No. 144).  Accordingly, businesses or asset
groups are reported as discontinued operations when, among other things, the
Company commits to a plan to divest the business or asset group, actively begins
marketing the business or asset group, and when the sale of the business or
asset group is deemed probable within the next twelve months.   49   Reclassifications The accompanying consolidated financial statements for prior years
contain certain reclassifications to conform to the presentation used in the
current period. Adoption of Staff Accounting Bulletin No. 108  In
September 2006, the Securities and Exchange Commission (SEC) released Staff
Accounting Bulletin No. 108 Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in Current Year Financial
Statements(SAB No. 108).  SAB No. 108 addresses how the
effects of prior-year uncorrected misstatements should be considered when
quantifying misstatements in current year financial statements.  SAB No.
108 requires an entity to quantify misstatements using a balance sheet and
income statement approach and to evaluate whether either approach results in
quantifying an error that is material in light of relevant quantitative and
qualitative factors.  The Company adopted SAB No. 108 in the fourth quarter
of 2006.  The
transition provisions of SAB No. 108 permit the Company to adjust for the
cumulative effect on retained earnings of immaterial errors relating to prior
years.  SAB No. 108 also requires the adjustment of any prior quarterly
financial statement within the fiscal year of adoption for the effects of such
errors on the quarters when the information is next presented.  Such
adjustments do not require previously filed reports with the SEC to be
amended.  In
2006, the Company identified certain errors in previously reported financial
statements, which were evaluated under the criteria of SAB No. 108.  The
following table summarizes the items and amounts, net of tax where applicable,
of the cumulative effect adjustment resulting in the increase to accumulated
deficit.  Nature of Adjustment

AmountLease termination

$
4,139Impaired long-lived assets

2,205Lifetime medical benefits

1,124Accrued vacation

1,160$
8,628  These
amounts have been evaluated on a qualitative and quantitative basis both
individually, and in the aggregate, and were not deemed material to any prior
years under the income statement approach.  However, in connection with the
adoption of SAB No. 108, the Company has corrected these errors because these
amounts have been deemed material using the balance sheet approach.
 Accordingly, the Company recognized a cumulative effect adjustment to
accumulated deficit as of January 1, 2006, totaling $8,628 (net of a tax benefit
of $112).  Recently Issued Accounting Pronouncements  In
September 2006, the FASB issued Statement of Financial Accounting Standards No.
157, Fair Value Measurements (SFAS No. 157).  SFAS No. 157 defines
fair value, establishes a formal framework for measuring fair value and expands
disclosures about fair value measurements.  The Statement is effective for
the Company beginning in 2008, and is not expected to have a material impact on
the Companys financial statements upon adoption.  In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities(SFAS No. 159).  SFAS No.
159 provides companies with an option to report selected financial assets and
financial liabilities at fair value.  Unrealized gains and losses on items
for which the fair value option has been elected are reported in earnings at
each subsequent reporting date.  SFAS No. 159 is effective for the Company
beginning in 2008, and is not expected to have a material impact on the
Companys financial statements upon adoption.   50   2. Accounts Receivable and Concentration of Credit Risk  The
allowance for doubtful accounts is included in accounts receivable, net in the
accompanying consolidated balance sheets.  The activity in the allowance for doubtful accounts is summarized
as follows: 2007

2006

2005Balance, beginning of year

$
3,333

$
3,678

$
4,893Provision

1,269

1,039

281Write-offs, credits and adjustments

(2,498)

(1,384)

(1,496)Balance, end of year

$
2,104

$
3,333

$
3,678  For the
years ended December 31, 2007, 2006 and 2005, sales to the Companys ten
largest customers accounted for approximately 76.2%, 73.7% and 71.3% of the
Companys net sales, respectively.  The table below highlights individual
end customers accounting for more than ten percent of the Companys consolidated
net sales.  Customer

2007

2006

2005Alcatel-Lucent
SA (a)

20.2%

20.8%

18.5%Siemens
AG

12.4

13.7

12.5Bosch
Group

10.7

10.1

11.0Delphi
Corporation

(b)

(b)

11.2(a)Alcatel SA and Lucent Technologies, Inc.
merged during 2006.Amount represents sales to both the individual companies prior to
the merger and the combined companies after the merger.
(b)Represents less than ten percent of consolidated
net sales.  Sales
to Alcatel-Lucent SA, Siemens AG and Delphi Corporation occurred in both the
Printed Circuit Boards and Assembly segment.  Sales to Bosch Group occurred
in the Printed Circuit Boards segment.  3.
 Inventories  The composition of inventories at December 31, is as follows: 2007

2006Raw materials

$
28,359

$
28,819Work in process

22,588

21,339Finished goods

30,111

35,027Total

$
81,058

$
85,185  4. Property, Plant and Equipment  The
composition of property, plant and equipment at December 31, is as follows:  2007

2006Land and buildings

$
54,016

$
53,145Machinery, equipment and systems

399,599

369,269Leasehold improvements

38,466

34,411Construction in progress

4,195

4,676496,276

461,501Less: Accumulated depreciation

(252,303)

(203,849)Total

$
243,973

$
257,652   51   5. Goodwill and Other Intangible Assets  The
goodwill balance relates entirely to the Companys Printed Circuit Boards
segment.  Goodwill balances and changes therein since the beginning of 2005
are as follows:  TotalGoodwill at December 31, 2004

$
79,431Effect of foreign exchange rates

258Goodwill at December 31, 2005

79,689Effect of foreign exchange rates

(204)Goodwill at December 31, 2006

79,485Effect of foreign exchange rates

-Goodwill at December 31, 2007

$
79,485  As required by the provisions of SFAS No. 142, the Company
performs an annual impairment evaluation of goodwill and other indefinite lived
intangible assets.  No impairments were recorded for the years ended
December 31, 2007, 2006 and 2005. The components of intangible assets subject to amortization were
as follows: December 31,
2007

December 31,
2006Gross
Carrying
Amount

Accumu-lated
Amortiza-tion

Net
Book
Value

Gross
Carrying
Amount

Accumu-lated
Amortiza-tion

Net
Book
ValueDeveloped
technologies
$
20,371

$
(14,274)

$
6,097

$
20,371

$
(13,306)

$
7,065Other
2,266

(1,459)

807

2,010

(1,157)

853Total
$
22,637

$
(15,733)

$
6,904

$
22,381

$
(14,463)

$
7,918  The Company paid $256 and $429 for patent costs during the years
ended December 31, 2007 and 2006, respectively.  The expected future annual
amortization expense of definite-lived intangible assets for the next five
fiscal years is as follows: 2008

$
1,2332009

1,1582010

1,0772011

1,0222012

947Thereafter

1,467Total

$
6,904  6. Accrued and Other Liabilities  The composition of accrued and other liabilities at December 31,
is as follows: 2007

2006Accrued payroll and related costs

$
17,910

$
17,461Accrued interest

9,698

9,680Accrued other

32,305

29,844Total

$
59,913

$
56,985        52   7. Long-Term Debt  The
composition of long-term debt at December 31, is as follows:  2007

2006Senior Subordinated Notes due 2011

$
200,000

$
200,0002006 Credit Agreement:Term Loan

-

-Revolving credit loans

-

-Capital Leases

6,613

6,914206,613

206,914Less: current maturities

(1,796)

(722)$
204,817

$
206,192  The
schedule of principal payments for long-term debt at December 31, 2007, is as
follows:  2008

$
1,7962009

1,9752010

2,1732011

200,0422012

47Thereafter

580Total

$
206,613  Senior Subordinated Notes due 2011  In December 2003, the Company completed an offering of $200,000 of
10.5% Senior Subordinated Notes due 2011 (the 2011 Notes). Interest on the 2011 Notes is due semiannually on January 15 and
July 15.  The Company may redeem the 2011 Notes at any time prior to
January 15, 2009 at the redemption price, inclusive of a make-whole premium
(as defined) ranging from 102.625% to 105.25%.  In the event of a Change in
Control (as defined), the Company is required to make an offer to purchase the
2011 Notes at a redemption price of 101%, plus accrued and unpaid interest. The indenture governing the 2011 Notes contains restrictive
covenants which, among other things, limit the ability (subject to exceptions)
of Viasystems and its Guarantors (as defined) to: (a) incur additional
debt; (b) pay dividends or distributions on, or redeem or repurchase, its
capital stock; (c) create certain liens without securing the notes;
(d) make investments; (e) engage in transactions with affiliates;
(f) transfer or sell assets; (g) guarantee debt; (h) restrict
dividends or other payments to the Company or any Restricted Subsidiaries (as
defined); (i) consolidate, merge or transfer all or substantially all of
its assets and the assets of its subsidiaries; and (j) engage in unrelated
businesses. 2006 Credit Agreement  On
August 17, 2006, the Company entered into a credit facility (the 2006 Credit
Agreement) with UBS AG Hong Kong Branch and UBS AG, Singapore Branch (together
UBS).  The 2006 Credit Agreement matures in August 2010 and is comprised
of two facilities, as follows:  Facility A  Revolver/Term Loan
U.S.  $ 20,000Facility B  Revolver/Letters of Credit
U.S.  $ 60,000  For 18
months following the inception of the agreement, the Company may borrow against
Facility A as a revolving credit facility.  In January 2008, the Company
borrowed $20,000 under Facility A, which in accordance with the original terms
of the 2006 Credit Agreement was subsequently converted to a term loan payable
in  53   quarterly installments through July 2010.  Throughout the
term of the agreement, the Company may borrow against Facility B as a revolving
credit facility, of which up to $15 million may be used to issue letters of
credit.  Borrowings under both facilities bear interest at the London
Inter-Bank Offer Rate (LIBOR) plus 2.0% per annum.  Subsequent to year
end the interest rate on borrowings under both facilities was reduced to LIBOR
plus 1.625%.  The Company is required to pay fees on issued and outstanding
letters of credit at a rate of 2.0% per annum.  In addition, the Company is
required to pay a commitment fee of 0.67% per annum on unused revolving credit
capacity on both Facility A and Facility B.  Collateral for the facilities is substantially all of the
Companys foreign assets together with pledges of the equity ownership of
substantially all of the Companys subsidiaries in Hong Kong and the Peoples
Republic of China.  Customary business covenants set limits on the
Companys ability to pay dividends, to acquire companies, to invest in joint
ventures, to dispose of assets and to incur additional debt, among other
customary limitations.  Customary financial covenants also define a maximum
Net Debt-to-EBITDA ratio (as defined), a minimum EBITDA-to-Net Interest Expense
ratio (as defined) and a maximum annual limit on capital expenditures.  Fees
and expenses incurred in connection with origination of the Companys 2006
Credit Agreement were approximately $3,300, which have been deferred and are
being amortized over the term of the agreement.  As of
December 31, 2007 and 2006, there were no borrowings outstanding under the 2006
Credit Agreement.  The Company secured issuance of letters of credit
totaling $5,400 and $4,050 under Facility B as of December 31, 2007 and 2006,
respectively.  As of December 31, 2007, approximately $74,600 of the
facilities was unused and available.  The weighted average interest rate on
outstanding borrowings during the years ended December 31, 2007 and
2006, were 0.0% and 7.3%, respectively.  2003 Credit Agreement  On
August 10, 2006, the Company terminated the then existing credit facility (the
2003 Credit Agreement).  In connection with the disposal of the wire
harness business in May 2006, the Term portion of the 2003 Credit Agreement was
extinguished.  In connection with the termination of the 2003 Credit
Agreement, the remaining $9,902 balance outstanding under the Revolver portion
of the 2003 Credit Agreement was extinguished, and all security, including a
guarantee by Group, was released by the lender group.  During
the year ended December 31, 2006, the Company incurred $1,498 in losses on early
extinguishment of debt to recognize i) the write-off of $1,313 unamortized
deferred financing costs related to the 2003 Credit Agreement and ii) fees
of $185 incurred in the facility termination.  Prior
to extinguishment, the term loan bore interest, at the Companys option, at the
then effective base rate plus 3.25% or the then effective Eurocurrency rate plus
4.25%, and the revolving credit loans bore interest, at the Companys option, at
the then effective base rate plus 3.5% or the then effective Eurocurrency rate
plus 4.5%.  In addition, the Company paid a commitment fee equal to 0.5% on
the undrawn portion of the commitments in respect of the revolving credit
facility.  For the
year ended December 31, 2006, the weighted average interest rate on outstanding
borrowings under the 2003 Credit Agreement was 9.2%.  Capital Leases  The
Company leases certain of its machinery and equipment under capital lease
agreements.  During 2007, the Company entered into no new capital leases.
 During 2006, the Company entered into a capital lease obligation of
$11,594 for certain new equipment.   54   8. Commitments  The
Company leases certain buildings and transportation and other equipment under
capital and operating leases.  Included in property, plant and equipment as
of December 31, 2007 and 2006, were $12,007 and $13,000, respectively, of cost
basis and $1,201 and $1,010, respectively, of accumulated depreciation related
to equipment held under capital leases.  Total rental expense under
operating leases was $5,115, $5,823 and $5,412 for the years ended December 31,
2007, 2006 and 2005, respectively.  Future minimum lease payments under
capital leases and operating leases that have initial or remaining
non-cancelable lease terms in excess of one year at December 31, 2007,
are as follows:  Capital

Operating2008

$
2,457

$
4,5842009

2,457

2,9512010

2,457

2,4232011

109

7152012

109

503Thereafter

874

1,711Total

8,463

$
12,887Less: Amounts representing interest

(1,850)Capital lease obligations

$
6,613  9. Contingencies  The Company is a party to contracts with third party consultants,
independent contractors and other service providers in which the Company has
agreed to indemnify such parties against certain liabilities in connection with
their performance.  Based on historical experience and the likelihood that
such parties will ever make a claim against the Company, in the opinion of the
Companys management, the ultimate liabilities resulting from such
indemnification obligations will not have a material adverse effect on its
financial condition and results of operations and cash flows. The Company is a party to contracts and agreements with
other third parties in which the Company has agreed to indemnify such parties
against certain liabilities in connection with claims by unrelated parties.Atand 2006, other non-current liabilities include
$13,412 and $14,419 of accruals for potential claims in connection with such
indemnities. The Company provides that none of the Directors and officers of
the Company bear the risk of personal liability for monetary damages for breach
of fiduciary duty as a Director or officer except in cases where the action
involves a breach of the duty of loyalty, acts in bad faith or intentional
misconduct, the unlawful paying of dividends or repurchasing of capital stock,
or transactions from which the Director or officer derived improper personal
benefits. The Company is subject to various lawsuits and claims with respect
to such matters as product liability, product development and other actions
arising in the normal course of business.  In the opinion of the Companys
management, the ultimate liabilities resulting from such lawsuits and claims
will not have a material adverse effect on the Companys financial condition and
results of operations and cash flows. 10. Restructuring and Impairment  In
light of the economic downturn that began in 2000 and continued into early 2003
related to many of the Companys key telecommunication and networking customers,
and the shift of production demand from high cost countries to low cost
countries, the Company initiated restructuring activities during 2001 to adjust
its cost position compared to anticipated levels of business.  The Company
also reviewed the carrying value of the related assets.  These actions
resulted in plant shutdowns and downsizings as well as asset impairments, which
continued through 2005.  The following tables summarize changes in the
reserve for the restructuring and impairment charges for the years ended
December 31, 2007, 2006 and 2005:   55    Year Ended December 31, 200712/31/06

Charges

Reversals

Total

Cash Payments

Adjustments

12/31/07Restructuring
Activities:Personnel
and severance
$
596

$
-

$
-

$
-

$
(247)

$
-

$
349Lease
and other contractual
commitments
5,471

278

-

278

(1,270)

339
(a)
4,818Total
restructuring and impairment charges
$
6,067

$
278

$
-

$
278

$
(1,517)

$
339

$
5,167  (a) Represents accretion of interest on discounted restructuring
liabilities.  Year Ended December 31, 200612/31/05

Charges

Reversals

Total

Cash Payments

Adjustments

12/31/06Restructuring
Activities:Personnel
and severance
$
4,634

$
-

$
(1,423)

$
(1,423)

$
(2,615)

$
-

$
596Lease
and other contractual
commitments
1,308

1,533

-

1,533

(2,340)

4,970
(b)
5,471Asset
impairments
-

438

(5,463)

(5,025)

-

5,025
(c)
-Total
restructuring and impairment charges
$
5,942

$
1,971

$
(6,886)

$
(4,915)

$
(4,955)

$
9,995

$
6,067  (b) Represents $4,139 of lease termination costs and $831 of lifetime
medical benefits for former employees that were recorded as a direct charge to
accumulated deficit in connection with the adoption of SAB No. 108 (see Note 1). (c) Represents a $5,463 gain on disposal of fixed assets, net of $438
of non-cash activity associated with asset impairment.  Year Ended December 31, 200512/31/04

Charges

Reversals

Total

Cash Payments

Adjustments

12/31/05Restructuring
Activities:Personnel
and severance
$
3,209

$
23,106

$
-

$
23,106

$
(21,681)

$
-

$
4,634Lease
and other contractual
commitments
1,647

2,733

-

2,733

(3,072)

-

1,308Asset
impairments
-

1,823

-

1,823

-

(1,823)

$
-Total
restructuring and impairment
charges
$
4,856

$
27,662

$
-

$
 27,662

$
(24,753)

$
(1,823)

$
5,942  The
restructuring and impairment charges were determined based on formal plans
approved by the Companys management using the best information available at the
time.  The amounts the Company ultimately incurs may change as the balance
of the plans are executed.  Expected cash payout of the accrued expenses is
as follows:  Year Ended December 31,

Cash
Payments2008

$
9902009

8932010

8952011

8912012

885Thereafter

2,469Total

7,023Less:
Amounts representing interest

(1,856)Restructuring liability

$
5,167  2007 Restructuring and Impairment  We
incurred $278 in restructuring and impairment charges for the year ended
December 31, 2007, related to closed facilities sold late in 2006.    56   2006 Restructuring and Impairment  During
2006, the Company reversed $1,423 of severance accrual primarily due to early
payment buyouts on employee severance obligations in the Companys former
manufacturing facility in the Netherlands.  In addition, the Company
recorded an impairment charge of $438 related to the write down of one of the
former manufacturing properties held for sale in Canada, which was written down
to the contracted selling price, less the cost to sell.  In
2006, the Company sold its previously closed facilities in the U.S., Canada and
the Netherlands for net cash proceeds of approximately $21,809, resulting in a
net gain of $5,463 which is included in restructuring and impairment on the
consolidated statements of operations.  The Company has no continuing
interest in any of these properties except in connection with one U.S. facility,
where the Company was required to relocate a maintenance structure on the
property.  At December 31, 2007, the Company has placed $303 in escrow,
which is included in restricted cash, pending the final resolution of the
related obligations.  2005 Restructuring and Impairments  On February 25, 2005, the Company announced the intention to close
the printed circuit board manufacturing facilities located in Echt, the
Netherlands and Montreal, Canada.  At the time of announcement of the
closures, the Company estimated total closure costs would approximate $50,000,
with $23,000 being related to headcount reduction costs and the remainder being
related to asset impairments and other contractual commitments.  The
Company now estimates that total closure costs will approximate a net $23,000,
of which $21,700 relates to headcount costs.  The balance of $1,300 is
related to asset impairments and other contractual commitments, and is net of
$5,463 of gains from the sale of closed facilities. For the year ended December 31, 2005, the Company recorded
personnel and restructuring charges of $10,309 and $12,797 related to the
closure of the facilities in Echt, the Netherlands and Montreal, Canada,
respectively.  In addition, for the year ended December 31, 2005, the
Company recorded a restructuring charge of $1,823 related to the impairment of
specific pieces of manufacturing equipment and buildings, and $2,733 for costs
incurred with the early termination of outstanding contracts related to the
closure of the two facilities in Montreal, Canada.  As discussed in
Note 1, upon adoption of SAB No. 108, the Company recorded an
additional write-off related to assets transferred from facilities closed in
2005.  Including the SAB No. 108 adjustment with 2005 impairments, the
total asset impairment write-offs for 2005 would have been $2,655. The restructuring actions in 2005 reduced employee headcount by
702 in Montreal, Canada and 461 in Echt, the Netherlands. For the year ended December 31, 2005, the Company wrote off a
total of $3,495 of inventory to costs of goods sold related to the plant
closures.  The Company disposed of the inventory in conjunction with the
write-off. 11. Income Taxes  The Company accounts for income taxes in accordance with the
provisions of SFAS No. 109, Accounting for Income Taxes.  The
provision for income taxes from continuing operations for the years ended
December 31, 2007, 2006 and 2005, consists of the following:  57    2007

2006

2005Current:Federal

$
(316)

$
(49)

$
(9,312)State

22

-

-Foreign

(5,237)

18,966

10,763(5,531)

18,917

1,451Deferred:Federal

-

-

-State

-

-

-Foreign

(1,322)

(403)

2,502(1,322)

(403)

2,502Total

$
(6,853)

$
18,514

$
3,953  A
reconciliation between the income tax provision at the federal statutory income
tax rate and at the effective tax rate, for the years ended December 31, 2007,
2006 and 2005, is summarized below:  2007

2006

2005U.S. Federal statutory rate

$
3,662

$
107

$
(36,055)State taxes, net of Federal benefit

2

(78)

(4,324)Non-deductible items

6,629

1,521

9,987Foreign tax rate differences

(3,125)

11,444

12,600AMT rate difference

(1,073)

-

-Change in the valuation allowance for deferred tax assets,
net

(2,797)

7,250

53,150Tax reserve adjustments

(8,763)

-

-Foreign dividend reinvestment tax credit

(3,223)

-

-Foreign tax law changes

1,674

-

-Amortization of intangibles

-

381

(861)Gain/(loss) on investment in subsidiaries

-

-

(33,799)Other

161

(2,111)

3,255$
(6,853)

$
18,514

$
3,953  The tax
effects of significant temporary differences representing deferred tax assets
and liabilities at December 31, 2007 and 2006, are as follows:  2007

2006Deferred tax assets:Net operating loss carryforwards

$
285,034

$
394,526Capital loss carryforwards

123,133

120,431AMT credit carryforwards

4,423

4,568Foreign tax credit carryforward

3,057

4,931Accrued liabilities not yet deductible

14,355

7,088Property, plant and equipment

2,651

1,120Other

2,709

2,621435,362

535,285Valuation allowance

(431,143)

(531,644)4,219

3,641Deferred tax liabilities:Intangibles

(283)

(283)Property, plant and equipment

-

(2,099)Other

(6,634)

(5,279)(6,917)

(7,661)Net deferred tax assets (liabilities)

$
(2,698)

$
(4,020)  At
December 31, 2007 and 2006, prepaid expenses and other include $0 and $1,512,
respectively, of current deferred tax assets.  58   Approximate domestic and foreign income (loss) before income tax
provision are as follows: Year Ended December 31,2007

2006

2005Domestic

$        (282)

$
9,348

$     (122,250)Foreign

10,746

(9,042)

19,235$
10,464

$
306

$     (103,015)  As of December 31, 2007, the Company had the following net
operating loss (NOL) carryforwards: $584,570 in the U.S., $5,036 in China,
$116,163 in Luxembourg, $32,684 in Canada, $16,482 in Hong Kong, $22,447 in the
U.K., and $26,895 in the Netherlands.  The U.S. NOLs expire in 2020 through
2027 and the Canada NOLs expire in 2008 through 2013.  All other NOLs carry
forward indefinitely.  Canada has a capital loss of $384,792 that will
carry forward indefinitely.  The Company has not recognized and does not
anticipate recognizing a deferred tax liability for approximately $1,517 on
undistributed earnings of its foreign subsidiaries because the Company intends
to indefinitely reinvest the earnings. In connection with the Reorganization completed on January 31,
2003, the Company believes more than a 50% change in ownership occurred under
Section 382 of the Internal Revenue Code of 1986, as amended, and regulations
issued thereunder.  As a consequence, the utilization of the U.S. NOLs is
limited to approximately $19,700 per year (except to the extent the Company
recognizes certain gains built in at the time of the ownership change), with any
unused portion carried over to succeeding years.  Any NOLs not utilized in
a year can be carried over to succeeding years. The Company has a tax holiday in China, covering certain of the
Companys subsidiaries, that allows a two-year tax exemption and three-year 50%
reduction in the tax rate.  If not for such tax holiday, the Company would
have had $338, $696 and $5,587 of additional income tax expense for December 31,
2007, 2006 and 2005, respectively, based on the applicable tax rates ranging
from 12% to 27%. Uncertain Tax Positions The
Company adopted Financial Accounting Standards Board (FASB) Interpretation
No. 48, Accounting for Uncertainty in Income Taxes - An Interpretation
of FASB Statement No. 109(FIN 48), on January 1, 2007.
 As a result of the adoption of FIN 48, the Company recorded a $10,213
increase in the net liability for unrecognized tax positions, which was recorded
as a cumulative effect adjustment to the opening balance of accumulated deficit
on January 1, 2007.  The total amount of unrecognized tax benefits included
in the consolidated balance sheets at December 31, 2007 and 2006, were $19,399
and $20,217, respectively.  The liability for unrecognized tax benefits
decreased by $818 from December 31, 2006, to December 31, 2007.  The
decrease was due to the settlement of prior uncertain tax positions partially
offset by adoption of FIN 48, additional provisions related to tax positions
taken in the current period, and interest and penalties related to positions
taken in prior periods.  The settlement of prior uncertain tax positions
resulted in a $3,634 payment and a $10,437 reversal in the liability for
uncertain tax positions.  Included in the December 31, 2007, balance was
$19,399 of unrecognized tax positions that, if recognized, would affect the
effective tax rate.  The Company is in discussions with various taxing
authorities on several open tax positions, and it is possible that the amount of
the liability for unrecognized tax benefits could change during the next year.
 The Company currently estimates approximately $1,990 of the liability for
uncertain tax positions could be settled in the next twelve months and has
classified this as current.  The current portion of the Companys unrecognized tax benefits is
presented in the balance sheet within accrued income taxes payable, and the
amount expected to be settled after one year is recorded in other non-current
liabilities.  At December 31, 2007 and 2006, other non-current liabilities
include $17,409 and $20,217 of long-term accrued taxes, respectively, related to
the liability for unrecognized tax benefits. The Company classifies income tax-related interest and penalties
as a component of income tax expense.  At January 1, 2007, the total
unrecognized tax benefit in the consolidated balance sheet included a liability
of $7,379 related to accrued interest and penalties on unrecognized tax
benefits.  For the year ended December 31, 2007, the Form 10-K
12-31-07 59   income tax provision included in the Companys consolidated
statement of operations included a net $2,697 benefit related to interest and
penalties on unrecognized tax benefits which included a $4,020 reversal of the
liability related to a prior uncertain tax position. As of
December 31, 2007, the Company is subject to U.S. federal income tax
examinations for all tax years from 1996 forward, and to non-U.S. income tax
examinations generally for the tax years 2000 through 2007.  In addition,
the Company is subject to state and local income tax examinations generally for
the tax years 2000 through 2007.  Following is a reconciliation of the Companys total gross
unrecognized tax benefits, exclusive of related interest and penalties, for the
year ended December 31, 2007. Balance
at January 1, 2007
$
23,051Tax positions
related to current year:Additions
1,696Reductions
-Tax positions
related to prior years:Additions
21Reductions
(6,417)Settlements
(3,634)Lapses
in statutes of limitations
-Balance
at December 31, 2007
$
14,717  12. Derivative Financial Instruments  The Company accounts for derivatives under SFAS No. 149,
Amendment of Statement 133 on Derivative Instruments and Hedging
Activities (SFAS No. 149), and SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities (SFAS No. 133).  These standards
require recognition of all derivatives as either assets or liabilities in the
balance sheet and require measurement of those instruments at fair value through
adjustments to other comprehensive income, current earnings, or both, as
appropriate. The Company uses derivative instruments, primarily foreign
exchange forward contracts, to manage certain of its foreign exchange rate
risks.  The Companys objective is to limit potential losses in earnings or
cash flows from adverse foreign currency exchange rate movements.  The
Companys foreign currency exposure arises from the transacting of business in a
currency that is different from the currency that the Company incurs the
majority of its costs. The
Companys decision to enter into forward purchase contracts is made after
considering future use of foreign currencies, the desired foreign exchange rate
sensitivity and exchange rate levels.  Prior to entering into a hedge
transaction, the Company formally documents the relationship between hedging
instruments and hedged items, as well as the risk management objective for
undertaking the various hedge transactions.  The
Companys currency forward contracts as of December 31, 2007, relate only to
Chinese Renminbi (RMB) exchange rates, and because that currency is not freely
traded outside of the Peoples Republic of China, the Companys contracts are
settled in U.S. dollars by reference to changes in the value of notional
quantities of RMB through the contract settlement date.  Amounts received
or paid at the contract settlement date are recorded in cost of goods sold at
the time of settlement.  For the years ended December 31, 2007 and 2006, a
$77 gain and a $582 loss, respectively, was recorded in cost of goods sold
related to settled currency forward contracts.  At
December 31, 2007 and 2006, deferred gains of $350 (net of tax of $0) and $109
(net of tax of $0), respectively, related to cash flow hedges were recorded in
prepaid expenses and other and other comprehensive income on the consolidated
balance sheets.  All cash flow hedges were effective, and therefore, no
gain or loss was recorded in earnings.  60    The
maximum term over which the Company hedges exposure to the exchange rate
variability of future cash flows is less than one year.  The following table
summarizes the Companys derivative instrument activity at December 31,
2007:  Notional Amount

Weighted Avgerage Remaining Maturity in Months

Average Exchange RateCash flow
hedges:Chinese
RMB

600,000

6.0

7.058Deferred gain,
net of tax

$
350  13. Stock-Based Compensation  Under
the 2003 Stock Option Plan, options to purchase a total of 2,777,778 of Groups
common stock may be granted to the Companys employees.  Stock options may
be granted to employees in the form of nonqualified stock options at market
value, and the Companys practice has been to grant options at the greater of a
fixed exercise price of $12.63 or market value.  Options granted expire 10
years after the grant date and vest one-third at the grant date, one-third on
the 24-month anniversary of the grant date and one-third on the 36 month
anniversary of the grant date.  At December 31, 2007, 12,178 of these
shares were available for future grants.  Stock
compensation expense is recognized over the requisite service period for each
award, and recorded in the consolidated statements of operations as follows:  2007

2006

2005Cost of goods sold

$
217

$
22

$
254Selling, general and administrative

1,868

1,378

5,898$
2,085

$
1,400

$
6,152  At
December 31, 2007, unrecognized compensation expense totaled approximately
$1,980 and will be recognized over a weighted average period of approximately 15
months.  The
fair value of each option grant is estimated on the date of the grant using the
Black-Scholes option-pricing model using the following assumptions:   2007

2006

2005Expected life of options

5
years

5
years

5
yearsRisk-free interest rate

4.02% to 4.76%

4.66% to 5.13%

4.00% to 4.57%Expected volatility of stock

54% to 64%

50%

50%Expected dividend yield

None

None

None  The
weighted average grant date fair value of options granted was $6.44 for 2007,
$6.24 for 2006 and $6.16 for 2005.  61    Presented below is a summary of stock option plans activity for
the years and as of the dates shown:  2007

2006

2005Options

Exercise Price (1)

Options

Exercise Price (1)

Options

Exercise Price (1)Beginning Balance

2,568,400

$
12.63

2,698,800

$
12.63

2,641,600

$
12.63Granted

475,000

12.63

81,600

12.63

159,400

12.63Exercised

-

-

-

-

-

-Forfeited

(277,800)

12.63

(212,000)

12.63

(102,200)

12.63Ending Balance

2,765,600

$
12.63

2,568,400

$
12.63

2,698,800

$
12.63Exercisable at year end

2,349,713

$
12.63

2,294,053

$
12.63

1,621,169

$
12.63 (1) Weighted average. As of
December 31, 2007 the weighted average remaining contractual life of outstanding
and exercisable options was 6.2 years and 5.7 years, respectively.  14. Business Segment Information  SFAS
No. 131, Disclosures about Segments of an Enterprise and Related
Information (SFAS No. 131), establishes standards for reporting
information about operating segments in annual financial statements and requires
selected information about operating segments in financial reports issued to
stockholders. It also establishes standards for related disclosures about
products and services, geographic areas and major customers.  Operating
segments are defined as components of an enterprise for which separate financial
information is available that is evaluated regularly by the chief operating
decision maker or decision making group in deciding how to allocate resources
and in assessing performance.  On
May 1, 2006, the Company completed the sale of its wire harness business,
which is required to be accounted for as a discontinued operation in accordance
with SFAS No. 144.  In connection with the disposal of the wire
harness business, the Company has re-evaluated its operating segments based on
the application of SFAS No. 131, and identified two segments:
(i) Printed Circuit Boards and (ii) Assembly.  The
Companys results for the years ended December 31, 2005, are reclassified to
compare to the two continuing segments, and the results of the closed printed
circuit board operations have been reflected as other segment results.
 Assets and liabilities of the Companys corporate headquarters, along with
those of its closed printed circuit board operations, have not been allocated
and remain in other for purpose of segment disclosures.  Operating expenses
of the Companys corporate headquarters are allocated to each segment based on
sales.  Inter-segment sales are eliminated in consolidation.  The
accounting policies of the segments are the same as those described in Note
1.  The
Printed Circuit Boards segment consists of the Companys printed circuit board
manufacturing facilities located in China. These facilities manufacture
double-sided and multi-layer printed circuit boards and backpanels.  The
Assembly segment consists of assembly operations including backpanel assembly,
printed circuit board assembly, cable assembly, custom enclosures, and full
system assembly and testing.  The assembly operations are conducted in
manufacturing facilities in China, Mexico and the United States.  The
individual facilities have been aggregated into two segments  Printed Circuit
Boards and Assembly  which represent the Companys reportable segments.   62   Total
assets by segment are as follows:  December 31,2007

2006Total
assets:Printed Circuit
Boards

$
478,690

$
494,735Assembly

113,092

107,130Other

37,451

24,025Total
assets

$
629,233

$
625,890   Net sales and
operating income (loss) by segment are as follows:  2007

2006

2005Net sales to external customers:Printed Circuit Boards

$
471,211

$
489,108

$
409,144Assembly

243,132

245,261

205,071Other

-

623

38,606Total from continuing operations

$
714,343

$
734,992

$
652,821Intersegment sales:Printed Circuit Boards

$
18,616

$
18,083

$
10,641Assembly

-

-

-Other

-

-

-Total from continuing operations

$
18,616

$
18,083

$
10,641Operating income (loss):Printed Circuit Boards

27,091

23,439

1,401Assembly

7,678

6,876

(185)Other

(276)

5,288

(48,748)Total operating income (loss)

34,493

35,603

(47,532)Interest expense, net

21,687

30,715

40,760Amortization of deferred financing costs

2,065

1,678

1,613Loss on early extinguishment of debt

-

1,498

-Other, net

277

1,406

13,110Income (loss) before income taxes

$
10,464

$
306

$    (103,015)   63   Capital expenditures and depreciation expense by segment are as
follows:  2007

2006

2005Capital expenditures:Printed Circuit Boards (a)

$
29,549

$
47,012

$
78,731Assembly

7,372

5,567

6,833Other (a)

276

322

(7,656)Continuing operations

37,197

52,901

77,908Discontinued Operations

-

3,039

7,124Total capital expenditures

$
37,197

$
55,940

$
85,032Depreciation expense:Printed Circuit Boards

$
43,686

$
39,219

$
35,035Assembly

6,018

6,203

5,104Other

-

-

4,095Total depreciation expense

$
49,704

$
45,422

$
44,234  (a) Capital expenditures in 2005 include the transfer of $12,854 of
property from the closed printed circuit board operations to the printed circuit
boards segment.  Net
sales by country of destination are as follows:  Year Ended December 31,2007

2006

2005United
States

$
263,680

$
272,695

$
204,273Peoples
Republic of China

133,920

114,358

104,594Germany

50,167

63,265

59,215France

40,425

42,733

43,935Hong
Kong

36,659

36,959

22,628Belgium

31,999

31,043

26,157Malaysia

26,121

34,561

14,921Hungary

20,788

12,249

6,963Czech
Republic

15,945

11,937

6,479Mexico

12,743

17,280

59,078Canada

9,824

5,063

10,546United Kingdom

9,277

9,291

7,507Italy

8,791

8,930

8,405Portugal

7,414

4,858

5,462Thailand

6,919

26,408

20,291Singapore

6,893

8,203

8,458Spain

6,839

5,295

6,424Other

25,939

29,864

37,485Total

$
714,343

$
734,992

$
652,821  Property, plant and equipment, net by country are as follows:  December 31,2007

2006Peoples Republic of China

$
233,150

$
249,917Mexico

3,722

2,298United States

7,101

5,437$
243,973

$
257,652   64   15. Discontinued Operations  On May
1, 2006, the wire harness business was sold to Electrical Components
International Holdings Company, a newly-formed affiliate of Francisco Partners,
L.P., a private equity firm, for gross cash proceeds of $320,000.  Net cash
proceeds reported in the accompanying consolidated statement of cash flows for
the year ended December 31, 2006, of $307,927 reflect reductions of
the gross proceeds for i) cash of $2,999 on deposit in bank accounts of the
disposed business on the date of the transaction, ii) a $2,419 contractual
purchase price adjustment agreed and paid to the acquirer in June 2006, and iii)
transaction costs of $6,655 paid in 2006 related to the disposal.  One
further contractual purchase price adjustment, which was accrued at the time of
the disposal, was settled at approximately $2,000 during the quarter ended June
30, 2007.  In the
accompanying consolidated statements of operations for the year ended December
31, 2006, the Company recognized a net gain on the sale of the Companys
discontinued wire harness operations of $211,170.  The gain is net of i)
the carrying value of net assets disposed, ii) professional fees and other costs
related to the disposal transaction, iii) actual and estimated purchase price
adjustments, and iv) taxes of approximately $12,377.  For the
four months ended April 30, 2006, and the year ended December 31, 2005,
operating results for the discontinued operations were as follows:  2006

2005Net sales

$
102,358

$
295,697Operating income

$
11,322

$
37,537Income before income taxes

$
11,388

$
37,751Income tax provision

1,913

12,012Net income

$
9,475

$
25,739  16. Guarantor Subsidiaries The 2011 Notes are fully and unconditionally (as well as jointly
and severally) guaranteed on an unsecured, senior subordinated basis by each
subsidiary of Viasystems other than its foreign subsidiaries.  Each of the
guarantor subsidiaries and non-guarantor subsidiaries is wholly-owned by the
Company.  In connection with the disposal of the Companys wire harness
business, the trustee under the 2011 Notes released the wire harness guarantor
subsidiaries of the guarantee of the 2011 Notes. The following condensed consolidating financial statements include
the accounts of Viasystems, Inc., the combined accounts of the guarantor
subsidiaries and the combined accounts of the non-guarantor subsidiaries.
 Assets, liabilities and operating results of discontinued operations are
separately identified except in the statements of cash flows, in accordance with
SFAS No. 144.  65   Balance Sheet as of December 31, 2007 Viasystems,
Inc.

Total
Guarantors

Total
Non-
Guarantors

Eliminations

Viasystems,
Inc.
ConsolidatedASSETS
Cash and cash
equivalents
$
653

$
28,464

$
34,885

$
-

$
64,002Restricted cash
-

303

-

-

303Accounts receivable,
net
-

24,334

110,992

-

135,326Inventories
-

11,687

69,371

-

81,058Other current assets
-

2,668

8,381

-

11,049Total
current assets
653

67,456

223,629

-

291,738Property,
plant and equipment, net
-

10,823

233,150

-

243,973Investment in
subsidiaries
657,945

349,785

-

(1,007,730)

-Other assets
5,405

114

88,003

-

93,522Total
assets
$
664,003

$
428,178

$
544,782

$
(1,007,730)

$
629,233LIABILITIES AND
STOCKHOLDERS EQUITY (DEFICIT)Current
maturities of long-term debt
$
-

$
-

$
1,796

$
-

$
1,796Accounts payable
-

9,138

103,627

-

112,765Accrued and other
liabilities
9,625

15,402

41,690

-

66,717Total
current liabilities
9,625

24,540

147,113

-

181,278Long-term
debt, less current maturities
200,000

-

4,817

-

204,817Other non-current
liabilities
-

10,385

25,499

-

35,884Intercompany
payable (receivable)
252,832

(265,060)

12,228

-

-Total
liabilities
462,457

(230,135)

189,657

-

421,979Total paid-in capital and
accumulated
deficit
200,435

657,945

349,785

(1,007,730)

200,435Accumulated
other comprehensive income
1,111

368

5,340

-

6,819Total
liabilities and stockholders equity (deficit)
$
664,003

$
428,178

$
544,782

$
(1,007,730)

$
629,233  66      Balance Sheet as of December 31, 2006 Viasystems,
Inc.

Total
Guarantors

Total
Non-
Guarantors

Eliminations

Viasystems,
Inc.
ConsolidatedASSETS
Cash and cash
equivalents

$
701

$
13,244

$
24,009

$
-

$
37,954Restricted cash

-

1,000

-

-

1,000Accounts receivable,
net

-

22,229

109,266

-

131,495Inventories

-

11,964

73,221

-

85,185Other current assets

-

2,325

13,480

-

15,805Total
current assets

701

50,762

219,976

-

271,439Property,
plant and equipment, net

95

7,640

249,917

-

257,652Investment in
subsidiaries

960,991

351,926

-

(1,312,917)

-Other assets

6,682

136

89,981

-

96,799Total
assets

$
968,469

$
410,464

$
559,874

$
(1,312,917)

$
625,890LIABILITIES AND
STOCKHOLDERS EQUITY (DEFICIT)Current
maturities of long-term debt

$
-

$
7

$
715

$
-

$
722Accounts payable

-

10,141

104,969

-

115,110Accrued and other
liabilities

9,625

17,034

33,473

-

60,132Total
current liabilities

9,625

27,182

139,157

-

175,964Long-term
debt, less current maturities

200,000

-

6,192

-

206,192Other non-current
liabilities

547

9,191

36,128

-

45,866Intercompany
payable (receivable)

566,453

(587,026)

20,573

-

-Total
liabilities

776,625

(550,653)

202,050

-

428,022Total
paid-in capital and accumulated
deficit

191,246

960,991

351,926

(1,312,917)

191,246Accumulated other
comprehensive
income

598

126

5,898

-

6,622Total
liabilities and stockholders equity (deficit)

$
968,469

$
410,464

$
559,874

$ (1,312,917)

$
625,890   67   Statement of Operations for the year ending December
31, 2007 Viasystems, Inc.

Total
Guarantors

Total Non-
Guarantors

Eliminations

Viasystems, Inc.
ConsolidatedNet
sales

$
-

$
171,441

$
611,015

$
(68,113)

$
714,343Operating
expenses:Cost
of goods sold

217

151,429

486,851

(68,113)

570,384Selling,
general and administrative

1,868

29,449

26,898

-

58,215Depreciation

94

2,548

47,062

-

49,704Amortization

302

-

967

-

1,269Restructuring
and impairment

-

(236)

514

-

278Operating
income (loss)

(2,481)

(11,749)

48,723

-

34,493Other expense
(income):Interest
expense, net

6,679

(23,539)

38,547

-

21,687Amortization
of deferred financing costs

1,236

-

829

-

2,065Loss
on early extinguishment of debt

-

-

-

-

-Other,
net

945,796

(835,986)

(109,533)

-

277Equity
in loss (earnings) in subsidiaries

(973,509)

(126,167)

-

1,099,676

-Income
(loss) before income taxes

17,317

973,943

118,880

(1,099,676)

10,464Income tax
provision (benefit)

-

434

(7,287)

-

(6,853)Net income
(loss)

$
17,317

$
973,509

$
126,167

$(1,099,676)

$
17,317  Statement of Operations for the year ending December 31,
2006 Viasystems, Inc.

Total
Guarantors

Total Non-
Guarantors

Eliminations

Viasystems, Inc.
ConsolidatedNet
sales
$
-

$
183,041

$
612,396

$
(60,445)

$
734,992Operating
expenses:Cost
of goods sold
22

158,852

502,803

(60,445)

601,232Selling,
general and administrative
1,851

26,282

28,192

-

56,325Depreciation
84

2,398

42,940

-

45,422Amortization
238

-

1,087

-

1,325Restructuring
and impairment
-

(391)

(4,524)

-

(4,915)Operating
(loss) income
(2,195)

(4,100)

41,898

-

35,603Other expense
(income):Interest
expense, net
16,131

(24,494)

39,078

-

30,715Amortization
of deferred financing costs
1,367

-

311

-

1,678Loss
on early extinguishment of debt
1,410

88

-

-

1,498Other,
net
-

(10,399)

11,805

-

1,406Equity
(earnings) loss in subsidiaries
(212,697)

16,531

-

196,166

-Income
(loss) before income taxes
191,594

14,174

(9,296)

(196,166)

306Income tax
provision (benefit)
(10,948)

18,833

10,629

-

18,514Income
(loss) from continuing operations
202,542

(4,659)

(19,925)

(196,166)

(18,208)(Loss)
income from discontinued operations, net
(105)

6,186

3,394

-

9,475Gain
on disposition of discontinued operations, net
-

211,170

-

-

211,170Net income
(loss)
$
202,437

$
212,697

$
(16,531)

$
(196,166)

$
202,437  68     Statement of Operations for the year ending December 31,
2005 Viasystems, Inc.

Total
Guarantors

Total Non-
Guarantors

Eliminations

Viasystems, Inc.
ConsolidatedNet
sales
$
-

$
129,601

$
564,238

$
(41,018)

$
652,821Operating
expenses:Cost
of goods sold
254

144,160

457,578

(41,018)

560,974Selling,
general and administrative
6,399

18,425

41,223

-

66,047Depreciation
70

(4,717)

48,881

-

44,234Amortization
182

-

1,254

-

1,436Restructuring
and impairment charges
-

10,034

17,628

-

27,662Operating
(loss) income
(6,905)

(38,301)

(2,326)

-

(47,532)Other expense
(income):Interest
expense, net
30,292

(26,219)

36,687

-

40,760Amortization
of deferred financing costs
1,613

-

-

-

1,613Other,
net
578,432

110,634

(675,956)

-

13,110Equity
(earnings) loss in subsidiaries
(536,588)

(646,472)

-

1,183,060

-Income
(loss) before income taxes
(80,654)

523,756

636,943

(1,183,060)

(103,015)Income tax
provision (benefit)
575

888

2,490

-

3,953Income
(loss) from continuing operations
(81,229)

522,868

634,453

(1,183,060)

(106,968)Income
from discontinued operations, net
-

13,720

12,019

-

25,739Net (loss)
income
$
(81,229)

$
536,588

$
646,472

$
(1,183,060)

$
(81,229)  Statement of Cash Flows for the year ending December 31,
2007 Viasystems, Inc.

Total
Guarantors

Total Non-
Guarantors

Eliminations

Viasystems, Inc.
ConsolidatedNet
cash (used in) provided by  operating activities
$
(48)

$
21,768

$
42,074

$
-

$
63,794Net
cash (used in) provided by  investing activities
-

(5,794)

(31,198)

-

(36,992)Net
cash (used in) provided by financing activities
-

(754)

-

-

(754)Net
change in cash and cash equivalents
(48)

15,220

10,876

-

26,048Cash
and cash equivalents, beginning of year
701

13,244

24,009

-

37,954Cash
and cash equivalents, end of year
$
653

$
28,464

$
34,885

$
-

$
64,002  Statement of Cash Flows for the year ending December 31,
2006 Viasystems, Inc.

Total
Guarantors

Total Non-
Guarantors

Eliminations

Viasystems, Inc.
ConsolidatedNet
cash provided by (used in) operating activities
$
269

$
(45,486)

$
43,379

$

$
(1,838)Net
cash provided by (used in) investing activities
-

308,660

(34,842)

-

273,818Net
cash (used in) provided by financing activities
-

(262,350)

(8,196)

-

(270,546)Effect
of exchange rate changes on cash and
cash
equivalents
-

-

597

-

597Net
change in cash and cash equivalents
269

824

938

-

2,031Cash
and cash equivalents, beginning of year
432

12,420

23,071

-

35,923Cash
and cash equivalents, end of year
$
701

$
13,244

$
24,009

$
-

$
37,954  Statement of Cash Flows for the year ending December 31,
2005 Viasystems, Inc.

Total
Guarantors

Total Non-
Guarantors

Eliminations

Viasystems, Inc.
ConsolidatedNet
cash provided by (used in) operating activities
$
3,372

$
(65,754)

$
74,028

$
-

$
11,646Net
cash (used in) provided by investing activities
-

(1,787)

(83,235)

-

(85,022)Net
cash (used in) provided by financing activities
(2,950)

(295)

-

-

(3,245)Effect
of exchange rate changes on cash and cash equivalents
-

-

(347)

-

(347)Net
change in cash and cash equivalents
422

(67,836)

(9,554)

-

(76,968)Cash
and cash equivalents, beginning of year
10

80,256

32,625

-

112,891Cash
and cash equivalents, end of year
$
432

$
12,420

$
23,071

$
-

$
35,923    69   17. Retirement Plans  The Company has a defined contribution retirement savings plan
(the Retirement Plan) covering substantially all domestic employees who meet
certain eligibility requirements as to age and length of service.  The
Retirement Plan incorporates the salary deferral provision of Section 401(k) of
the Internal Revenue Code and employees may defer up to 30% of their
compensation or the annual maximum limit prescribed by the Internal Revenue
Code.  The Company matches a percentage of the employees deferrals and may
contribute an additional 1% of employees salaries to the Retirement Plan
regardless of employee deferrals.  The Company may also elect to contribute
an additional profit-sharing contribution to the Retirement Plan at the end of
each year.  The Companys contributions to the Retirement Plan were $474,
$440 and $763 for the years ended December 31, 2007, 2006 and 2005,
respectively. 18. Research and Development  Research, development and engineering expenditures for the
creation and application of new products and processes were approximately
$3,397, $2,791 and $2,332 for the years ended December 31, 2007, 2006 and 2005,
respectively.  Research and Development is included in the selling, general
and administrative line item on the consolidated statements of operations. 19. Related Party Transactions  Monitoring and Oversight Agreement  The Company entered into a ten-year monitoring and oversight
agreement with an affiliate of Hicks, Muse, Tate & Furst, Incorporated
(HMTF), which controls a majority of the voting stock of Group, effective as
of January 31, 2003.  The monitoring and oversight agreement
obligates the Company to indemnify HMTF, its affiliates, and their respective
directors, officers, controlling persons, agents and employees from and against
all claims, liabilities, losses, damages, expenses and fees and disbursements of
counsel related to or arising out of or in connection with the services rendered
under the monitoring and oversight agreement and not resulting primarily from
the bad faith, gross negligence, or willful misconduct of HMTF.  The
consolidated statements of operations include expense of $1,500 for each of the
years ended December 31, 2007, 2006 and 2005.  The company made cash
payments of $1,500, $750, and $3,625 to HMTF related to these expenses during
the years ended December 31, 2007, 2006 and 2005, respectively.  At
December 31, 2007, $1,500 is included in accrued and other liabilities for
amounts due under this agreement. Compensation of Directors  For the years 2007 and 2006 the Chairman of the Board received an
annual fee of $120 and Directors (other than the Chairman) who are not executive
officers received an annual fee of $30.  In addition, each Audit Committee
and Compensation Committee member received an annual fee of $10, and the
Chairman of the Audit Committee and Compensation Committee each received an
additional fee of $5.  In addition, Directors are reimbursed for
out-of-pocket expenses incurred in connection with attending meetings of the
Board and its committees and receive a per diem fee of $1 for additional time
spent on the Companys business.  In 2003, Group granted 55,000 stock
options with an exercise price of $12.63 per share, which vest over a period of
three years, to each of Mr. Steffen, Mr. McGinn, Mr. Vieser and Ms. Gulyas
as compensation for their services as members of the Board.  In addition,
in 2004, Mr. Steffen received 50,000 options with an exercise price of $12.63
per share, which vest over a period of 3 years for his service as Chairman of
the Board. Other The Company has a receivable of $804 as of December 31, 2007 and
2006, from Group related to certain expenses paid by the Company for the benefit
of Group.   70   Item
9. Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure  None.  Item 9A. Controls and Procedures  (a) Evaluation
of Disclosure Controls and Procedures  Under
the supervision and with the participation of the Companys management,
including the Companys Chief Executive Officer and Chief Financial Officer, the
Company has evaluated the effectiveness of the Companys disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act
of 1934, as amended) as of December 31, 2007.  Based on that
evaluation, the Companys Chief Executive Officer and Chief Financial Officer
concluded that, as of December 31, 2007, such disclosure controls and
procedures were effective in ensuring information required to be disclosed by
the Company in reports that it files or submits under the Securities Exchange
Act of 1934, as amended, is (i) recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commissions rules and forms and (ii) accumulated and communicated to our
management, including our principal executive officer and principal financial
officer, as appropriate to allow timely decisions regarding required
disclosure.  (b) Managements Annual Report on Internal Control over
Financial Reporting  Management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in
Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended.
 As of December 31, 2007, under the supervision and with the
participation of management, including the Companys Chief Executive Officer and
Chief Financial Officer, an evaluation was conducted of the effectiveness of the
Companys internal control over financial reporting based on the framework
contained in the report titledInternal Control  Integrated
Framework  issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).  This evaluation included review of the
documentation of controls, evaluation of the design effectiveness of controls,
testing of the operating effectiveness of controls and a conclusion on this
evaluation.  Based on that evaluation, management concluded that the
Companys internal control over financial reporting was effective as of
December 31, 2007.  This
annual report does not include an attestation report of Ernst & Young LLP,
the Companys independent registered public accounting firm, regarding internal
control over financial reporting.  Managements report was not subject to
attestation by the Companys independent registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit the Company to provide only managements report in this annual
report. (c) Inherent Limitations on Effectiveness of
Controls  Our
management, including our Chief Executive Officer and Chief Financial Officer,
does not expect that our disclosure controls or our internal control over
financial reporting will prevent or detect all errors and all fraud.  A
control system, no matter how well conceived or operated, can provide only
reasonable, not absolute, assurance the objectives of the control system are
met.  Further, the design of a control system must reflect the fact there
are resource constraints, and the benefits of controls must be considered
relative to their costs.  Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, have been detected.
 These inherent limitations include the realities that judgments in
decision-making can be faulty, and breakdowns can occur because of simple error
or mistake.  Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the controls.  The design of any system of controls is based in
part upon certain assumptions about the likelihood of future events, and there
can be no assurance any design will succeed in achieving its stated goals under
all potential future conditions; over time, controls may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate.  Because of the inherent limitations in a
cost-effective control system, misstatements due to errors or fraud may occur
and not  71   be detected. Our disclosure controls and procedures are designed
to provide a reasonable level of assurance that their objectives are
achieved.  (d) Changes in Internal Control Over Financial
Reporting  There
were no changes in the Companys internal controls over financial reporting that
occurred during the quarter ended December 31, 2007, that have materially
affected, or are reasonably likely to materially affect, its internal controls
over financial reporting.  Date: March 28, 2008 /s/ David M. Sindelar David M. Sindelar Chief Executive Officer  Date: March 28, 2008 /s/ Gerald G. Sax Gerald
G. Sax Chief
Financial Officer  Item
9B. Other
Information  None.  PART III  Item
10.  Directors, Executive Officers and Corporate Governance  The following table sets forth the names and ages of each of the
Directors and executive officers of Viasystems Group, Inc. (Group) and
Viasystems, Inc. (Viasystems and together with Group the Company), followed
by a description of their business experience during at least the past five
years.  The positions held by the Directors and executive officers are with
Group and Viasystems, unless indicated otherwise.  All executive officers
are appointed by the Board of Directors of Group and Viasystems and serve at its
pleasure.  There are no family relationships among any of the executive
officers or Directors. Unless indicated otherwise, each of the Directors and
executive officers is a U.S. citizen and the business address of each individual
is 101 South Hanley Road, Suite 400, St. Louis, Missouri 63105. Pursuant to the terms of that certain Stockholders Agreement dated
January 31, 2003, the Board of Directors of Group and Viasystems will consist of
at least nine members, including the Chief Executive Officer of the Company,
five designees of affiliates of Hicks, Muse, Tate & Furst Incorporated
(HMTF) and three designees of affiliates of GSCP (NJ), Inc. (GSC) and other
non-HMTF stockholders of Group. See Item 13 "Certain Relationships and Related
Transactions, and Director Independence - Stockholders Agreement."  72    Name
Age
PositionNon-Employee Directors
Christopher J. Steffen (1) (2)*
66
ChairmanJack D. Furst
49
DirectorEdward Herring (1)
37
DirectorRobert F. Cummings Jr. (2)
58
DirectorDiane H. Gulyas (2)
51
DirectorRobert A. Hamwee (1)
37
DirectorRichard A.  McGinn (1) (2)
61
DirectorRichard W. Vieser (2)
80
DirectorExecutive Officers
David M. Sindelar
50
Chief Executive Officer and DirectorTimothy L. Conlon
56
President, Chief Operating Officer and DirectorGerald G. Sax
47
Senior Vice President and Chief Financial OfficerJoseph S. Catanzaro
55
Senior Vice President and Chief Compliance OfficerStephen Wong
56
Vice President and General Manager of Printed Circuit Board
Operations (1) Member of the Group and Viasystems Compensation Committee. (2) Member of the Group and Viasystems Audit Committee. * Denoted financial expert of the Audit Committee and independent
Director.  Christopher J. Steffen has been Chairman of the
Board of Directors since December 2003 and a Director since
October 2003.  Mr. Steffen acts as the financial expert on our Audit
Committee and holds such position as an independent Director of the Company.
 Mr. Steffen has been an advisor to Wall Street Management and Capital,
Inc. since 2002.  Mr. Steffen currently serves as a Director of Accelrys,
Inc.  He formerly served as Chairman of the Board of Directors of Veltri
Metal Products, Director and Chairman of the Audit Committee of Seminis, Inc.
and as a Director and Chairman of the Audit Committee of UCMS Pty.  From
1993 to 1996, Mr. Steffen served as the Vice Chairman and Director of Citicorp
and its principal subsidiary, Citibank, N.A. In 1993, Mr. Steffen served as
Senior Vice President and Chief Financial Officer of Eastman Kodak.  From
1989 to 1993, Mr. Steffen served as Executive Vice President and Chief Financial
and Administrative Officer and Director of Honeywell, Inc. Jack D. Furst was a Director of the Company from
1996 to February 2003 and resumed his position as a Director of the Company in
February 2005.  Mr. Furst currently serves on the Boards of Directors of
Home Interiors & Gifts, Inc. and Activant Solutions Inc.  Mr. Furst has
been affiliated with HM Capital Partners, LLC (HMC) (formerly HMTF) since
1989, the year in which it was formed and currently serves as Senior Advisor.
 Mr. Furst has over 20 years experience in leveraged acquisitions and
private investments.  Mr. Furst is involved in all aspects of HMCs
business and has been actively involved in originating, structuring and
monitoring HMCs investments.  Prior to joining HMC, Mr. Furst served as a
Vice President and subsequently a Partner of Hicks & Haas from 1987 to 1989.
 From 1984 to 1986, Mr. Furst was a merger and acquisitions/corporate
finance specialist for The First Boston Corporation in New York.  Before
joining First Boston, Mr. Furst was a Financial Consultant at
PricewaterhouseCoopers.  Edward Herring was elected as a Director in August
of 2006.  Mr. Herring currently serves as a Director of BlackBrush Energy,
Capital for Kids and Swett and Crawford.  Mr. Herring is a Partner of HMC.
   From 1996 to 1998, Mr. Herring attended Harvard Business
School.  From 1993 to 1996 Mr. Herring was an investment banker with
Goldman, Sachs & Co.  73   Robert F. Cummings, Jr.has been a
Director since January 2003.  Mr. Cummings currently serves as
Director of Corning, Inc., GSC Capital Corp., GSC Investment Corp., Precision
Partners, Inc. and RR Donnelley & Sons Company.Mr. Cummings
joined GSC in 2002. Mr. Cummings is a Senior Managing Director and Chairman of
the GSC Risk & Conflicts and Valuation Committees.  For the prior 28
years, Mr. Cummings was with Goldman, Sachs & Co., where he was a member of
the Corporate Finance Department, advising corporate clients on financing,
mergers and acquisitions and strategic financial issues.  Mr. Cummings was
named a Partner of Goldman, Sachs & Co. in 1986.  He retired in 1998
and was retained as an Advisory Director by Goldman, Sachs & Co. to work
with certain clients on a variety of banking matters. Diane H. Gulyashas been a Director since
January 2003.  Ms. Gulyas is Group Vice President  DuPont Performance
Materials and has held such position since April 2006.  Prior to being
appointed Group Vice President  DuPont Performance Materials, Ms. Gulyas was
the Chief Marketing & Sales Officer of E.I. du Pont de Nemours and Company
from April 2004 to April 2006.  Before being appointed Chief Marketing
& Sales Officer, she was Group Vice President of DuPont Electronics and
Communication Technologies, a position she had held from February 2002 until
April 2004.  Prior to that appointment, Ms. Gulyas served as Vice President
and General Manager of the DuPont Advanced Fibers Businesses.  Since 1978,
Ms. Gulyas has held various positions with DuPont including Executive Assistant
to the Chairman of the Board and Global Business Director. Robert A. Hamwee has been a Director since
January 2003.  Mr. Hamwee also currently serves as a Director of Dukes
Place Holdings, L.P.  Mr. Hamwee is Chairman of the Board of Directors of
APW Ltd. and Precision Partners, Inc.  Mr. Hamwee is co-President of GSC
and is a member of the firms Management Committee. In addition, he is head of
the Equity and Distressed Debt and Real Estate groups of GSC.  Mr. Hamwee
was with Greenwich Street Capital Partners from 1994 to 1999.  Prior to
that Mr. Hamwee was with The Blackstone Group from 1992 to 1994 where he worked
on a wide range of assignments in the Restructuring and Merchant Banking
departments.  In addition, while working with The Blackstone Group, Mr.
Hamwee worked on a wide range of assignments in the mergers and acquisitions and
restructuring departments.  Richard A. McGinn has been a Director since
January 2003.  Mr. McGinn is currently a Director of American Express
Company.  Mr. McGinn has been a General Partner at RRE Ventures (a private
company that invests in entrepreneurial information technology companies) since
August 2001. From 1997 to October 2000, Mr. McGinn served as Chief
Executive Officer of Lucent Technologies, Inc.  From 1996 to 1997, Mr.
McGinn served as President of Lucent Technologies, Inc.  Richard W. Vieser has been a Director since 1997.
 Mr. Vieser currently serves as Chairman Emeritus of Varian Medical
Systems.  Mr. Vieser is the retired Chairman of the Board of Varian Medical
Systems where he served from April 1999 to February 2003.  From
June 1985 to December 1989, Mr. Vieser served as Chairman of the Board
and Chief Executive Officer of FL Industries, Inc.  From
September 1986 to December 1989, Mr. Vieser served as Chairman of the
Board and Chief Executive Officer of FL Aerospace.  From March 1987 to
December 1989, Mr. Vieser served as Chairman, President and Chief Executive
Officer of Lear Siegler, Inc.  From April 1984 through June 1985,
he served as President and Chief Operating Officer of McGraw-Edison Company.  David M. Sindelar has been a Director since
August 2001 and Chief Executive Officer of the Company since
July 2001.  He also served as our Senior Vice President and Chief
Financial Officer from January 1997 through June 2001.  Mr.
Sindelar was Chief Executive Officer of International Wire Group, Inc. (a
designer, manufacturer and marketer of bare and tin-plated copper wire and
insulated copper wire) from July 2001 to September 2003, which filed
for protection under chapter 11 of the United States Bankruptcy Code on
March 24, 2004.  Mr. Sindelar sits on the Board of Trustees of Saint
Louis University and is Chairman of the Board of St. Anthonys Medical
Center. Timothy L. Conlon has been a Director, President and
Chief Operating Officer of the Company since October 1998.  Prior to
joining the Company, Mr. Conlon was employed as President and Chief Operating
Officer of Berg Electronics Corp. from January 1997 through
October 1998.  Mr. Conlon also served as Executive Vice President and
Chief Operating Officer of Berg Electronics Group, Inc., a wholly-owned
subsidiary of Berg  74   Electronics Corp., from October 1993 through
January 1997.  Mr. Conlon is on the Board of Directors of Maryville
University. Gerald G. Sax has been the Senior Vice President and
Chief Financial Officer of the Company since August 2005.  Mr. Sax served
as Senior Vice President-Supply Chain from February 2003 to August 2005.
 He also served as our Senior Vice President-Europe from July 1999 to
January 2003.  Mr. Sax joined us in November 1998 in the position
of Vice President-Corporate Controller.  Prior to joining us, Mr. Sax was
Vice President-Corporate Controller for Berg Electronics Corp. from
September 1995 to October 1998. Joseph S. Catanzaro has been the Senior Vice
President and Chief Compliance Officer of the Company since August 2005.
 Prior to August 2005, Mr. Catanzaro was Senior Vice President and Chief
Financial Officer since September 2001.  He also served as Senior Vice
President-Finance of Group from June 1999 to September 2001.  Mr.
Catanzaro joined us in October 1998 in the position of Vice President of
Business Services.  Prior to joining us, Mr. Catanzaro was Vice President
of Finance of Berg Electronics Corp. from April 1993 to
October 1998. Stephen Wonghas been Vice President and General
Manager of our Printed Circuit Board operations, since 2001.  From 1997 to
2001, Mr. Wong was the Vice President, Operations of our Asia Pacific
manufacturing region.  From 1992 to 1997, Mr. Wong was the Vice President
of Manufacturing of AST Research (Far East) Limited, a subsidiary of AST
Corporation, USA.  Code
of Ethics and Business Conduct  The
Company has adopted a Code of Ethics applicable to its Chief Executive Officer,
Chief Financial Officer and other senior financial and accounting employees,
management and procurement personnel.  A copy of the Code of Ethics has
been filed with the SEC as an exhibit to the Viasystems Annual Report on Form
10-K for the fiscal year ended December 31, 2004.  Item
11.  Executive Compensation  Compensation Discussion and Analysis  The
Compensation Committee of the Board of Directors of Viasystems Group, Inc.
(Group) and Viasystems, Inc. (Viasystems and together with Group, the
Company) administers our executive compensation program.  The role of the
Compensation Committee is to oversee our compensation and benefit plans and
policies, administer our equity-based plan, and review and approve annually all
compensation decisions relating to our senior executive officers.  The
compensation programs are designed to remunerate our executives and are intended
to provide incentive to our executives and other employees to maximize
stakeholder value, which in turn affects the overall compensation earned by our
management.  The
Compensation Committee has adopted compensation programs designed to:  (i) Attract, motivate and retain superior talent; (ii) Encourage high performance and promote accountability; (iii) Ensure that compensation is commensurate with our annual
performance; and (iv) Provide performance awards for the achievement of financial and
operational targets and strategic objectives that are critical to our long-term
growth.  Presently, the total compensation of our executive officers is
comprised of any or all of the following: (i) base salary, (ii) cash-based
incentive compensation under our annual incentive compensation plan, (iii) cash
bonus awards given at the discretion of the Compensation Committee and (iv)
long-term equity-based incentives in the form of stock options of Group.
 In determining specific components of compensation, the Compensation
Committee considers each executives historical individual performance, the
Companys overall performance, the  75   level of responsibility managed by each executive, the skills and
experience of each executive, and other performance-based measures.  The
Compensation Committee reviews and approves all elements of compensation for
each of Messrs. Sindelar, Conlon, Sax, Catanzaro and Wong (collectively, the
Named Executive Officers), taking into consideration the Companys performance
for each respective internal organization for which the executive is
responsible, as well as information regarding compensation levels for senior
executives at similarly situated companies described below.  Our Chief
Executive Officer also makes compensation recommendations to the Compensation
Committee on all Named Executive Officers (other than himself, as his
performance is reviewed by the Compensation Committee) based on information he
gathers including industry resources, benchmark data and other peer compensation
information in response to requests from the Compensation Committee.  The
Compensation Committee has the ability to have an outside consultant if and when
it believes it would be effective to do so.  Notwithstanding the input from
our Chief Executive Officer and his recommendations, the Compensation Committee
ultimately determines the compensation of our Chief Executive Officer, President
and Chief Operating Officer, Chief Financial Officer and the other Named
Executive Officers during meetings in executive session without any members of
the Companys management present.  The
Compensation Committee has implemented and intends to maintain compensation
plans that tie a substantial portion of the executives overall compensation in
the form of incentive compensation to key financial and operational goals.
 The Compensation Committee measures the Companys performance primarily
through our operating income.  The Compensation Committee uses the non-GAAP
financial measurement of adjusted EBITDA as its primary quantitative
measurement of the Companys performance.  The Compensation Committee
establishes individual executive compensation at levels the Compensation
Committee believes are comparable with executives in other companies of similar
size and stage of development, operating in similar markets, taking into account
the Companys performance and strategic goals.  In order to benchmark the
compensation paid to our Named Executive Officers, in 2007 the Compensation
Committee reviewed a compensation study for senior executives of similarly
situated companies prepared by Lockton Companies, LLC(Lockton), which
included an analysis of our peer group companies senior executive compensation
(the Comparison Group).  After having reviewed the Lockton survey, the
Compensation Committee determined that the overall compensation paid to each of
our Named Executive Officers is adequate and within the median range of the
senior executives of companies in the Comparison Group.  In addition, while
the Compensation Committee determined the overall senior executive compensation
packages are adequate as compared with the Companys peers, the Committee
recognized that the long-term incentive awards granted to all of our Named
Executive Officers is below the median range.  With these and other data
points, the Compensation Committee will continue to review periodically all of
our compensation policies, including policies and strategy relating to executive
recruitment, retention and compensation, as well as the appropriate mix of base
salary, cash-based incentive compensation and long-term incentive compensation
for our senior executives.  The
Compensation Committee anticipates that it will continue to make adjustments in
the compensation structure for our Named Executive Officers and other senior
executives in the future to adjust as necessary with the ever-changing global
economy.  Below
is a list of the Companies that are in the Comparison Group.   76    A
O Smith Corp
MEMC Electronic Materials, Inc.Altera Corp
Merix Corp.Amphensol Corp /DE/
Molex, Inc.Axcelis Technologies, Inc.
National Semiconductor Corp.Benchmark Electronics, Inc.
Network Appliance, Inc.Brady Corp.
ON Semiconductor Corp.Celestica, Inc.
Plexus Corp.Cypress Semiconductor Corp /DE?
Sandisk Corp.DDI Corp.
Sanmina-SCI Corp.Flextronics International, Ltd.
TTM Technologies, Inc.Gentek, Inc.
Utstarcom, Inc.International Rectifier Corp. /DE/
Varian Medical Systems, Inc.Jabil Circuit, Inc.
Vishay Intertechnology, Inc.LSI Logic Corp.
Xilinx, Inc.  The
Compensation Committee regards compensation of the Chief Executive Officer to be
among its most important responsibilities.  The Compensation Committee
believes that the Chief Executive Officer should be properly incentivized and
properly rewarded for the performance of his duties.  The Compensation
Committee provides incentives in the form of cash-based bonus opportunities as
well as long term compensation in the form of stock options to the Chief
Executive Officer to lead the business in a direction that will maximize the
value of the enterprise.  In order to properly incent the Companys Chief
Executive Officer to drive the Company to reach its financial goals, the
Compensation Committee has determined that the incentives provided to him should
be heavily weighted in the form of nonequity, cash-based incentive opportunities
conditioned upon the achievement of the Companys financial performance as
measured by adjusted EBITDA and certain other defined management by objective
goals.  Based
on the policies and strategies set by the Compensation Committee, our Chief
Executive Officer, President and Chief Operating Officer, Chief Financial
Officer and Vice President of Human Resources set salaries and incentive
compensation opportunities for the respective employees who report to them.
 Our Chief Executive Officer submits recommendations to the Compensation
Committee with respect to stock option awards for all of our employees at all
levels of the Company.  Except
as described below, our Compensation Committee has not adopted any formal or
informal policies or guidelines for allocating compensation between long-term
and currently paid-out compensation, between cash and noncash compensation, or
among different forms of compensation.  This is due to the Compensation
Committees desire to maintain flexibility to tailor executive compensation and
to attract and retain top-flight executives.  Elements of Compensation  Our
executive compensation consists of the following elements:  Base Salary.Base salaries for our
executives are generally established after consideration of the following
criteria: (i) the scope of their responsibilities, (ii) level of experience and
individual performance, (iii) external competitiveness, and (iv) internal
fairness considerations.  The goal for the base salary component of our
executives is to compensate them at a level that approximates the median
salaries of individuals in comparable positions at companies in the Comparison
Group.  Base salaries of our Named Executive Officers are reviewed annually
by the Compensation Committee and may be adjusted from time to time at the
Compensation Committees discretion.  Annual Incentive Compensation Plan.  Each year
the Compensation Committee establishes measurement criteria for our incentive
compensation plan to promote the achievement of our financial performance
objectives.  The incentive compensation plan is designed to motivate our
executives toward the achievement of individual and business unit performance
objectives.  The Compensation Committee primarily uses the Companys total
aggregate adjusted EBITDA to measure the Companys performance when determining
managements incentive compensation because, in the view of the Compensation
Committee, adjusted EBITDA facilitates performance  77   comparisons from period to period and company to company by
backing out certain nonrecurring expenses and other potential differences caused
by variations in capital structures, the book amortization of intangibles,
taxes, the age and book value of facilities and equipment, and certain noncash
or nonoperating changes in the Companys performance.  Adjusted EBITDA,
measured by the Compensation Committee, is not a recognized financial measure
under U.S. GAAP and does not purport to be an alternative to operating income or
an indicator of operating performance.  Adjusted EBITDA is used by the
Compensation Committee as a tool to enhance its understanding of our operating
results and is not intended to represent cash flow or results of operations.
 The Compensation Committee recognizes that adjusted EBITDA has certain
material limitations, primarily due to the exclusion of certain amounts that are
material to our consolidated results of operations.  In addition, the
Compensation Committee recognizes that adjusted EBITDA, as measured by the
Compensation Committee, may differ from the adjusted EBITDA calculation of other
companies in our industry, limiting its usefulness as a comparative measure.  Target
incentive compensation opportunities for each participant (Management) in the
annual incentive compensation plan are established as a percentage of each
individuals base salary. Incentive compensation amounts are intended to provide
total cash compensation that approximates the median for individuals in
comparable positions at companies in the Comparison Group when assuming that the
Companys target performance is achieved.  In addition, at the beginning of
each year, the Compensation Committee carefully chooses, at its discretion, the
leaders of Management of the Company (the Company Leaders) who are eligible
for bonuses in excess of 100% of their target incentive compensation
opportunity, up to a maximum of 200% of each individuals target incentive
compensation opportunity.  Historically such group of less than 40 Company
Leaders has included those individuals who the Compensation Committee believes
can affect the overall performance of the Company as functional, manufacturing
facility or regional leaders within the Company.  The Company Leaders have
also historically included the Named Executive Officers.  In
addition, the Compensation Committee also sets definitive nonquantitative
management by objective goals for a group (MBO) of less than 10 of our most
senior Company Leaders selected by the Compensation Committee, at its
discretion, which group has historically included the Named Executive Officers
(collectively the Executive Team).  In order to achieve 100% of their
respective incentive compensation opportunity, each member of our Executive Team
must produce results for the Company that meet or exceed the adjusted EBITDA
target set by the Compensation Committee, and in the opinion of the Compensation
Committee, meet the respective nonquantitative MBO goals assigned to each member
of the Executive Team by the Compensation Committee.  In 2007, 15% of each
member of the Executive Teams cash-based incentive compensation opportunity was
awarded based on the determination of the Compensation Committee that each
member of the Executive Team achieved the established MBO goals, and 85% was
awarded based on the Companys financial performance as compared to the adjusted
EBITDA target set by the Compensation Committee.  The
table below provides in tabular format the various facets of the Companys
Annual Incentive Compensation Plan and the individuals or groups of individuals
who are eligible to receive each respective bonus opportunity by category.  At the
beginning of 2007, the Compensation Committee established the quantitative
measurement of the Companys performance to be an adjusted EBITDA target of
$95.0 million, after assuming a 100% payout of each individuals incentive
compensation opportunity.  In addition, in accordance with past practice,
in early 2007, the Compensation Committee set other nonquantitative definitive
MBO goals for the Executive Team.  The Compensation Committee created a
formula for a graduated scale of the projected incentive payments that would be
made to the incentive compensation plan participants based on the adjusted
EBITDA target that was achieved.  The graduated scale, as set out below,
developed by the Compensation Committee, is a mathematical equation that allows
the Compensation Committee to calculate the incentive compensation that is to be
paid pursuant to the Companys incentive compensation plan as a function of
adjusted EBITDA.  The adjusted EBITDA targets in 2007 were set by the
Compensation Committee at an aggressive growth level but a level in line with
our annual plan.  The
following table demonstrates the potential percentage of the incentive
compensation opportunity that each member of each respective group would have
been paid at certain adjusted EBITDA levels achieved by the Company as provided
for in the Companys 2007 Incentive Compensation Plan.  78    Adjusted EBITDA Performance
($ in millions)
% of Adjusted EBITDA Target Achieved
Management Bonus
Company Leaders Bonus
Executive Team Bonus
Executive Team Bonus Based on MBO Goals$
85.50
90
%
50
%
50
%
42.50
%
7.50 %90.25
95
75
75
63.75
11.2595.00
100
100
100
85.00
15.0099.75
105
100
125
106.25
18.75104.50
110
100
150
127.50
22.50109.25
115
100
175
148.75
26.25114.00
120
100
200
170.00
30.00  During
its February 2008 meeting, the Compensation Committee determined that each
member of the Executive Team had successfully achieved the nonquantitative MBO
goals presented to them at the beginning of the year 2007.  However, the
Company was not able to reach the stated target of $95.0 million of adjusted
EBITDA.  The Companys 2007 adjusted EBITDA of $87.9 million for the year
2007 was calculated after taking into account the total amount paid under the
Companys 2007 Annual Incentive Compensation Plan.  By applying the
incentive compensation formula to determine the incentive compensation to be
paid out in 2007, based solely on the Companys adjusted EBITDA performance for
the full year 2007 and the determination that the Executive Team met all of
their MBO goals, the bonus payable to each participant in the incentive
compensation plan was determined to be 70%.  Discretionary Bonus.  Pursuant to the terms of
our annual incentive compensation plan, the Compensation Committee also has the
authority to grant discretionary-based awards or adjust the bonus set forth
above downward for one or a group of employees based on criteria set at the
Compensation Committees discretion.  Based
on the overall performance of the Company in 2007 in an unpredictable and
somewhat volatile market, the Compensation Committee unanimously voted to use
its discretion as allowed under the Companys compensation plan and awarded
certain of the participants, including all the members of the Executive Team and
Company Leaders, in the Companys annual incentive compensation plan an
additional 20% of each such individuals incentive compensation opportunity for
the year 2007.  Therefore certain participants in the Companys annual
incentive compensation plan were awarded a total of 90% of each individuals
respective incentive compensation opportunity.  Stock Options.  Our Compensation Committee
oversees the administration of Groups 2003 Stock Option Plan.
 Historically, our Board and Compensation Committee have made stock option
grants at a qualifying employees commencement of employment and, occasionally,
following a significant change in job responsibilities or to meet other special
recruiting or retention objectives.  Although the Compensation Committee
has the authority to grant restricted stock and stock appreciation rights under
our 2003 Stock Option Plan, to date the Compensation Committee has elected only
to grant awards of stock options to our employees.  In making awards of
stock options, the Compensation Committee has historically considered the
recommendations of the Companys Chief Executive Officer.  Most of
the stock options issued to our Named Executive Officers were issued at the time
the 2003 Stock Option Plan was adopted by our full Board of Directors, when the
Company emerged from bankruptcy on January 31, 2003.  As of
January 31, 2003, Groups common stock was valued at $12.63 per share.
 Since 2003, because there is no active market in our common stock, all
subsequent issuances of options under the 2003 Stock Option Plan have been
issued at the exercise price of $12.63, which the Company and the Compensation
Committee believe is above the price that the common stock of Group has been
privately traded since January 2003.  The
Compensation Committee expects to continue to use stock options as our primary
long-term incentive vehicle because:  79    · stock options and the related vesting period help attract and
retain executives; · the value received by the recipient of a stock option is based on
the growth of the enterprise value of Group; and · stock options help to provide a balance to the overall executive
compensation program as base salary and our annual incentive compensation plan
focus on short-term compensation, while stock options reward executives for
increases in the overall enterprise value of Group.  In
determining the number of stock options to be granted to executives, the
Compensation Committee takes into account the individuals position, scope of
responsibility, ability to affect profits and stockholder value, and the value
of the stock options in relation to other elements of the individual executives
total compensation.  Stock
option holders recognize taxable income from stock option awards when a vested
option is exercised.  Group would generally receive a corresponding tax
deduction for compensation expense in the year of exercise.  The amount
included in the employees wages and the amount Group may deduct is equal to the
common stock price when the stock options are exercised less the exercise price
multiplied by the number of stock options exercised.  Group does not pay or
reimburse any employee for any taxes due upon exercise of a stock option.
 Presently, approximately 99% of the available pool of stock options
awarded under Groups 2003 Stock Option Plan have been granted.  The
Compensation Committee may consider amending Groups 2003 Stock Option Plan in
the future to allow for additional grants as such may become necessary.  Other
Benefits  General Benefits.All of our executives are
eligible to participate in all of our applicable local employee benefit plans
offered by the Company in each respective region, such as medical, dental,
vision, long- and short-term disability, and life insurance, in each case on the
same basis as our other employees.  We also offer to Management, including
our Named Executive Officers, additional perquisites and benefits, such as club
dues, paid transportation and parking costs reflected in the All Other
Compensation Table on page 93.  Each of the employment contracts with
Messrs. Sindelar, Conlon, Sax and Catanzaro contain provisions that require the
Company to pay all medical expenses for them for the remainder of their lifetime
and the lifetime of their spouse under certain conditions contained in their
respective contracts.  The Compensation Committee believes these benefits
and perquisites are reasonable and consistent with our overall compensation
program to better enable our Company to attract and retain executive talent to
key positions. 401(k) Defined Contribution Plan.  All domestic
employees may participate in our 401(k) Retirement Savings Plan, or 401(k) Plan.
 All eligible full-time and part-time employees who meet certain age and
service requirements may participate.  The Company makes matching
contributions to the 401(k) Plan equal to 50% of the first 6% each participating
employees contribution, up to the lesser of 3% of each participants annual
eligible compensation or, for 2007, $6,750. In 2007, all of our Named Executives
Officers, except for Stephen Wong, participated in the Companys 401(k)
Plan.  2007
Executive Base Salary and Incentive Compensation Determinations  David M. Sindelar Mr.
Sindelars employment agreement with the Company was entered into in conjunction
with the Companys emergence from Bankruptcy and provides for a base salary of
not lower than $920,000 and certain other benefits and incentive opportunities.
 In structuring and reviewing the Chief Executive Officers compensation
for 2007, the Compensation Committee considered the Companys financial
performance in fiscal years 2005 and 2006, the total compensation package and
value of incentive awards to Chief Executive Officers at similarly situated
companies, and Mr. Sindelars performance during his tenure with the
Company.  For
calendar year 2007, Mr. Sindelar received a base salary of $953,994 (which
included a car allowance) and received an annual incentive compensation plan
award of $828,000, paid in February 2008.  Mr. Sindelars base salary did
not increase in 2007.  Under our annual incentive compensation plan, Mr.
Sindelars cash-based incentive  80   award opportunity was set at 100% of his base salary.  Based
on the determination by the Compensation Committee that Mr. Sindelar lead the
Executive Team and the Company to accomplish all of the nonquantitative MBO
goals set by the Compensation Committee for 2007 and based on the Companys
adjusted EBITDA performance for 2007 and the judgment of the Compensation
Committee, Mr. Sindelar, as well as all other participants in the annual
incentive compensation plan, received 90% of his incentive compensation
opportunity as a cash-based incentive award for 2007.  The Compensation
Committee had previously granted Mr. Sindelar 420,000 stock options and
therefore determined that no additional stock options should be granted to Mr.
Sindelar in 2007.  Timothy L. Conlon Mr. Conlons employment agreement with the Company was entered
into in conjunction with the Companys emergence from Bankruptcy and provides
for a base salary of not lower than $550,000 and certain other benefits and
incentive opportunities.  The Compensation Committee reviewed the
compensation data for Presidents and Chief Operating Officers of similarly
situated companies to determine Mr. Conlons compensation package for 2007.
 Under our annual incentive compensation plan, Mr. Conlons cash-based
incentive compensation opportunity was set at 100% of his base salary.  In
2007, Mr. Conlon received a salary of $572,663 (which included a car allowance)
and earned incentive compensation of $495,000 paid in February 2008.  In
the spring of 2007, Mr. Conlon relocated his residence to Hong Kong as an
expatriate of the United States, to assist in leading the Companys China
operations, sales and finance teams.  Because Mr. Conlon moved his
residence to Hong Kong, the perquisites granted to Mr. Conlon increased and,
therefore, his total compensation increased in 2007 to account for the
additional expenses necessary for Mr. Conlon and his wife to take residence in
Hong Kong.  Except for the payment of expenses related to his expatriate
services to the Company, Mr. Conlons compensation did not increase in 2007.
 As with all participants of
the Companys annual incentive compensation plan, 90% of Mr. Conlons incentive
compensation opportunity was granted based on the judgment and determination by
the Compensation Committee that the Executive Team achieved all of the
nonquantitative MBO goals set at the beginning of 2007 and the Companys
adjusted EBITDA performance for the fiscal year.  The Compensation
Committee had previously granted Mr. Conlon 400,000 stock options and determined
that no additional stock options should be granted to Mr. Conlon in 2007. Gerald G. Sax Mr. Saxs employment agreement with the Company provides for a
base salary of not less than $360,000.  The Compensation Committee reviewed
compensation data for Chief Financial Officers of similarly situated companies
to determine Mr. Saxs base compensation package.  Under our annual
incentive compensation plan, Mr. Saxs cash-based incentive compensation
opportunity was set at 65% of his base salary.  In 2007, Mr. Sax received a
salary of $377,895 (which included a car allowance and gross-ups for medical
claims) and incentive compensation of $210,600 paid in February 2008.  As
with all participants of the Companys annual incentive compensation plan, 90%
of Mr. Saxs incentive compensation opportunity was granted based on the
judgment and determination by the Compensation Committee that the Executive Team
achieved all of the nonquantitative MBO goals set at the beginning of 2007 and
the Companys adjusted EBITDA performance for the fiscal year.Mr. Saxs
salary did not increase in 2007.  The Compensation Committee had previously
granted Mr. Sax 200,000 stock options and determined that no additional stock
options should be granted to Mr. Sax in 2007. Joseph S. Catanzaro Mr.
Catanzaros employment agreement with the Company was entered into in
conjunction with the Companys emergence from Bankruptcy and provides for a
salary of not less than $257,000.  The Compensation Committee reviewed the
compensation data for Chief Compliance Officers for similarly situated companies
to determine Mr. Catanzaros compensation package for 2007.  Under our
annual incentive compensation plan, Mr. Catanzaros cash-based incentive
compensation opportunity was set at 65% of his base salary.  For calendar
year 2007, Mr. Catanzaro received a salary of $302,983 (which included a
car allowance and gross-ups for medical claims) and incentive compensation of
$157,950 paid in February 2008.  As with all participants of the Companys
annual incentive compensation plan, 90% of Mr. Catanzaros incentive
compensation opportunity was granted based on the judgment and determination by
the Compensation Committee that the Executive Team achieved all of the
nonquantitative MBO goals set at the beginning of 2007 and the Companys
adjusted EBITDA performance for the fiscal year.  The Compensation
Committee had previously granted Mr. Catanzaro 160,000 stock options and  81   determined that no additional stock options should be granted to
Mr. Catanzaro in 2007.  Mr. Catanzaros base salary did not increase in
2007.  Stephen Wong The
Compensation Committee reviewed the compensation data for General Managers for
similarly situated companies in and around the Asia Pacific region to determine
Mr. Wongs compensation package for 2007.  Under our annual incentive
compensation plan, Mr. Wongs cash-based incentive award opportunity was set at
40% of his base salary.  For calendar year 2007, Mr. Wong received a base
salary of $433,434 and received incentive compensation of $156,000 paid in
February 2008.  Mr. Wongs base salary increased from $408,162 to $433,434
in 2007.  As with all participants of the Companys annual incentive
compensation plan, 90% of Mr. Wongs incentive compensation opportunity was
granted based on the judgment and determination by the Compensation Committee
that the Executive Team achieved all of the nonquantitative MBO goals set at the
beginning of 2007 and the Companys adjusted EBITDA performance for the fiscal
year.  The Compensation Committee has previously granted Mr. Wong 30,000
stock options, and in February 2007 the Compensation Committee granted Mr. Wong
an additional 10,000 stock options at an exercise price of $12.63, giving Mr.
Wong a total of 40,000 stock options at an exercise price of $12.63 each.  82   Summary Compensation  The
following table shows information regarding the compensation earned during the
fiscal years ended December 31, 2007 and 2006, by our Chief Executive
Officer, Chief Financial Officer and our three other most highly compensated
executive officers for such fiscal year.     SUMMARY COMPENSATION TABLEName
of Participant, Position
Fiscal Year
Salary
Bonus
Stock Awards
Option
Awards(1)
Nonequity Incentive Plan Compensation
Change in Pension Value and Non-Qualified Deferred
Compensation Earnings
All
other Compensation
TotalDavid M.
Sindelar, Chief Executive Officer
2007
2006
$953,994(2)
953,994(2)
$
184,000(3)
-
$
-
-
$
 85,122
167,875
$
644,000(4)
1,058,000(5)
$
6,750(6)
6,600(6)
$
56,077(8)(9)
46,364(7)(8)
$
1,929,993
2,232,833Timothy L.
Conlon, President and Chief Operating Officer
2007

2006
$572,663(2)

572,663(2)
$
110,000(3)

-
$
-

-
$
 85,122

164,221
$
385,000(4)

632,500(5)
$
6,750(6)

6,600(6)
$
465,962(8)
(10)(11)(12)(13)(14)
33,480(8)(9)(12)
$
1,624,210

1,409,464Gerald G. Sax,
Sr. Vice President and Chief Financial Officer
2007
2006
$377,895(2)(15)
379,810(2)(15)
$
46,800(3)
20,000(16)
$
-
-
$
188,283
169,325
$
163,800(4)
269,100(5)
$
6,750(6)
6,600(6)
$
17,369(8)(9)
15,534(8)
$
799,532
860,369Stephen Wong,
Vice President and General Manager PCB Operations
2007
2006
$433,434
408,162
$
34,760(3)
-
$
-
-
$
33,680
4,908
$
121,240(4)
171,473(5)
$
-
-
$   32,647(7)(17)(18)
34,022(17)(18)
$
655,761
618,565Joseph S.
Catanzaro, Sr. Vice President and Chief Compliance Officer
2007
2006
$302,983(2)(15)
285,094(2)(15)
$
35,100(3)
-
$
-
-
$
 12,161
42,249
$
122,850(4)
201,825(5)
$
6,750(6)
5,754(6)
$
-
-
$
479,844
534,922(1)
Amounts
reflect the compensation cost associated with stock option grants,
calculated in accordance with SFAS 123(R) and using a Black-Scholes
valuation method.
(2)
Includes
a car allowance.
(3)
Includes
discretionary bonus award paid in 2008 for incentive compensation earned
in 2007.
(4)
Includes
bonus paid in 2008 for incentive compensation earned in 2007 under the
Companys annual incentive compensation plan.
(5)
Includes
bonus paid in 2007 for incentive compensation earned in 2006 under the
Companys annual incentive compensation plan.
(6)
Matching
contributions made by the Company pursuant to the Companys 401(k)
Plan.
(7)
All
or a substantial portion of the perquisite are paid in Hong Kong dollars
at the exchange rate of $7.8 HK to $1 U.S.
(8)
Includes
club dues, financial consulting services, and supplemental life insurance
premiums.
(9)
Includes
designation of charitable donations by the Company.
(10)
Includes
$69,516 expenses for a car, driver and parking in Hong Kong.
(11)
Includes
$257,118 of expenses related to the relocation to Hong Kong, housing,
additional living expenses, and expenses related to domestic services
provided in the United States and in Hong Kong.
(12)
Includes
tickets to sporting events and spouse tag-along travel expense.
(13)
Includes
additional electronic equipment for home in Hong Kong.
(14)
Includes
supplemental medical and dental expenses for insurance in Hong Kong.
(15)
Includes
medical claims grossed up for tax purposes.
(16)
Discretionary
bonus paid in connection with the sale of our wire harness business.
(17)
Includes
life insurance premiums.
(18)
Includes
$30,612 retirement matching under Hong Kong retirement
plan.   83  Grants
of Plan-Based Awards  The
following table sets forth certain information with respect to grants of
plan-based awards for the year ended December31,2007, to our Chief Executive Officer,
Chief Financial Officer and our three other most highly compensated executive
officers for such fiscal year.   Grants of Plan Based Awards For
Fiscal Year-Ended 2007Estimated Future Payouts Under Non-Equity Incentive
Plan Awards (1)
Estimated Future Payouts Under Equity Incentive
Plan Awards (2)
All Other Stock Awards: Number of Shares of Stock
or Units (#)
All Other Option Awards:Number of Securities Underlying
Options (3)
Exercise or Base Price of Option Awards
($/sh)
Grant Date Fair Value of Stock and Option Awards
($)(4)Name
Grant
Date
Threshold
($)(1)
Target
($)(1)
Maximum
($)(1)
Threshold
($)
Target
($)
Maximum
($)David M.
Sindelar
-
460,000
920,000
1,840,000
-
-
-
-
-
-
-Timothy L.
Conlon
-
275,000
550,000
1,100,000
-
-
-
-
-
-
-Gerald G.
Sax
-
117,000
234,000
486,000
-
-
-
-
-
-
-Stephen
Wong
-
86,600
173,200
346,400
-
-
-
-
10,000
$12.63
$7.34Joseph S.
Catanzaro
-
87,750
175,500
351,000
-
-
-
-
-
-
-(1)Pursuant to our 2007
incentive compensation plan.
(2)The fair market value of
Groups common stock is below the stock option price of $12.63 per
share.
(3)Options to purchase
shares of Groups Common Stock.
(4)Fair value as determined
under the Black-Scholes method.
   84   Discussion of Summary Compensation and Grants of Plan-Based
Awards Tables  David M. Sindelar Mr. Sindelar entered into an amended and restated executive
employment agreement with the Company and certain of its subsidiaries as of
October 13, 2003, as amended.  Pursuant to his employment agreement, Mr.
Sindelar will serve as Chief Executive Officer of the Company through January
31, 2009, unless terminated earlier by the Company or Mr. Sindelar.  In the
event the agreement is not terminated by either Mr. Sindelar or the Company
before the expiration of the term of the agreement, the agreement will
automatically renew for an additional year.  Mr. Sindelar is required to
devote the amount of time reasonably necessary to faithfully and adequately
supervise the overall management of the Company and its subsidiaries.
 Subject to the foregoing limitation on his activities, Mr. Sindelar is
free to participate in other business endeavors. The compensation provided to Mr. Sindelar under his executive
employment agreement includes an annual base salary of not less than $920,000,
subject to upward adjustment, and additional compensation that may be used by
Mr. Sindelar to own and maintain an automobile, as well as those other benefits
customarily accorded the executives of the Company as long as the executive
employment agreement is in force.  In addition, Mr. Sindelar is eligible to
receive an annual cash-based incentive compensation opportunity of up to 200% of
his annual base salary, in an amount determined in accordance with our annual
incentive compensation plan (if the Company achieves 120% of the target adjusted
EBITDA set by the Compensation Committee each year). Mr. Sindelar's executive employment agreement also provides that
if Mr. Sindelar's employment is terminated without cause (as such term is
defined in his employment agreement), Mr. Sindelar will continue to receive his
then current salary, which shall not be less than $920,000, together with his
annual bonus amount, for a period of 18 months following such termination.
 The executive employment agreement terminates upon Mr. Sindelar's death or
his inability to perform his duties due to mental or physical incapacity for six
consecutive months or any 100 working days out of a twelve-month period, and no
further compensation shall be payable except that he or his estate, heirs or
beneficiaries, as applicable, shall receive his then current salary, together
with his annual bonus amount, for a period of 18 months, in addition to benefits
otherwise specifically provided for.  The agreement also provides medical
benefits for Mr. Sindelars and his spouse's lifetime. Timothy L. Conlon Mr. Conlon entered into an amended and restated executive
employment agreement with the Company and certain of its subsidiaries as of
January 31, 2003.  Pursuant to his employment agreement, Mr. Conlon will
serve as President and Chief Operating Officer of the Company through January
31, 2009, unless terminated earlier by the Company or Mr. Conlon.  In the
event the agreement is not terminated by either Mr. Conlon or the Company before
the expiration of the term of the agreement, the agreement will automatically
renew for an additional year.  Mr. Conlon is required to devote the
amount of time reasonably necessary to faithfully and adequately supervise the
overall financial management of the Company. The compensation provided to Mr. Conlon under his executive
employment agreement includes an annual base salary of not less than $550,000,
subject to upward adjustment, and additional compensation that may be used by
Mr. Conlon to own and maintain an automobile, as well as those other benefits
granted to Mr. Conlon for his expatriate service to the Company during his
assignment to reside in Hong Kong, and other benefits customary accorded to
executives of the Company as long as the executive employment agreement is in
force.  In addition, Mr. Conlon is eligible to receive an annual cash-based
incentive compensation opportunity of up to 200% of his annual base salary, in
an amount determined in accordance with our annual incentive compensation plan
(if the Company achieves 120% of the target adjusted EBITDA set by the
Compensation Committee each year).  85   Mr. Conlon's executive employment agreement also provides that if
Mr. Conlon's employment is terminated without cause, Mr. Conlon will continue to
receive his then current salary, which shall not be less than $550,000, for a
period of 18 months following such termination.  The executive employment
agreement terminates upon Mr. Conlon's death or his inability to perform
his duties due to mental or physical incapacity for six consecutive months or
any 100 working days out of a twelve-month period, and no further compensation
shall be payable except that he or his estate, heirs or beneficiaries, as
applicable, shall receive his then current salary for a period of 18 months, in
addition to benefits otherwise specifically provided for.  The agreement
also provides medical benefits for Mr. Conlons and his spouse's lifetime. As of March 1, 2007, the Company assigned Mr. Conlon to work in
the Companys Hong Kong office and to take residence in Hong Kong.  The
Company has agreed to pay for Mr. Conlons expatriate expenses including tax
gross-ups and equalization, expenses for living quarters and other related
expenses. Gerald G. Sax Mr. Sax entered into an amended and restated executive employment
agreement with Group and certain of its subsidiaries as of August 15, 2005.
 Pursuant to his employment agreement, Mr. Sax will serve as Senior Vice
President and Chief Financial Officer of Group until his death or termination of
employment.  Mr. Sax is required to devote the amount of time reasonably
necessary to faithfully and adequately supervise the overall financial
management of Group. The compensation provided to Mr. Sax under his executive
employment agreement includes an annual base salary of not less than $360,000,
and additional compensation that may be used by Mr. Sax to own and maintain an
automobile, as well as those other benefits customarily accorded the executives
of the Company as long as the executive employment agreement is in force.
 In addition, Mr. Sax is eligible to receive an annual cash-based incentive
compensation opportunity of up to 130% of his annual base salary in an amount
determined in accordance with our annual incentive compensation plan (if the
Company achieves 120% of the target adjusted EBITDA set by the Compensation
Committee each year). Mr. Saxs employment agreement also provides that if Mr. Saxs
employment is terminated without cause, Mr. Sax will continue to receive his
then current salary, which shall not be less than $360,000, for a period of 18
months following such termination and a payment of 65% of his annual salary in
lieu of annual incentive compensation.  The executive employment agreement
terminates upon Mr. Saxs death or his inability to perform his duties due to
mental or physical incapacity for six consecutive months or any 100 working days
out of a twelve-month period, and no further compensation shall be payable
except that he or his estate, heirs or beneficiaries, as applicable, shall
receive his then current salary for a period of 18 months, in addition to
benefits otherwise specifically provided for.  The agreement also provides
medical benefits for Mr. Saxs and his spouses lifetime. Joseph S. Catanzaro Mr. Catanzaro entered into an amended and restated executive
employment agreement with Group and certain of its subsidiaries as of January
31, 2003.  Pursuant to his employment agreement, Mr. Catanzaro will serve
as Chief Compliance Officer of Group until his death or termination of
employment.  Mr. Catanzaro is required to devote the amount of time
reasonably necessary to faithfully and adequately supervise the overall
financial management of Group. The
compensation provided to Mr. Catanzaro under his executive employment agreement
includes an annual base salary of not less that $257,000, and additional
compensation that may be used by Mr. Catanzaro to own and maintain an
automobile, as well as those other benefits customarily accorded the executives
of Group as long as the executive employment agreement is in force.  In
addition, Mr. Catanzaro is eligible to receive an annual cash-based incentive
compensation opportunity of up to 130% of his annual base salary, in an amount
determined in accordance with our annual incentive compensation plan (if the
Company achieves 120% of the target adjusted EBITDA set by the Compensation
Committee each year).   86   Mr. Catanzaros employment agreement also provides that if Mr.
Catanzaros employment is terminated without cause, Mr. Catanzaro will continue
to receive his then current salary, which shall not be less than $257,000, for a
period of 18 months following such termination.  The executive employment
agreement terminates upon Mr. Catanzaros death or his inability to perform
his duties due to mental or physical incapacity for six consecutive months or
any 100 working days out of a twelve-month period, and no further compensation
shall be payable except that he or his estate, heirs or beneficiaries, as
applicable, shall receive his then current salary for a period of 18 months, in
addition to benefits otherwise specifically provided for.  The agreement
also provides medical benefits for Mr. Catanzaro and his spouses lifetime, if
Mr. Catanzaros employment is terminated without cause after a change of control
of the Company.  Stephen
Wong Mr.
Wong has an employment arrangement with the Company that provides for three
months pay of his current salary in the event of termination of his employment
for any reason.  In addition, Mr. Wong is eligible to receive an annual
cash-based incentive compensation opportunity of up to 80% (if the Company
achieves 120% of the target adjusted EBITDA set by the Compensation Committee
each year) of his annual base salary, in an amount determined in accordance with
our annual incentive compensation plan.  COMPENSATION
COMMITTEE REPORT  We have reviewed and
discussed the foregoing Compensation Discussion and Analysis with management.
 Based on our review and discussion with management, we have recommended to
the Board of Directors that the Compensation Discussion and Analysis be included
in the Viasystems, Inc. Annual Report on Form 10-K for the year ended December
31, 2007.  Respectfully
submitted,  THE
COMPENSATION COMMITTEE OF THE BOARD OF VIASYSTEMS, INC.  /s/
Richard A. McGinn Richard
A. McGinn Chairman
of the Compensation Committee  /s/
Christopher J. Steffen Christopher
J. Steffen Member
of the Compensation Committee  /s/
Robert A. Hamwee Robert
A. Hamwee Member
of the Compensation Committee  /s/
Edward Herring Edward
Herring Member
of the Compensation Committee  87   Outstanding
Equity Awards The following table sets forth certain information with respect to
outstanding equity awards at December 31, 2007, with respect to our Chief
Executive Officer, Chief Financial Officer and our three other most highly
compensated executive officers for such fiscal year. Outstanding Equity Awards at Fiscal
Year-Ended 2007Option AwardsName
Number of Securities Underlying
Unexercised Options
Equity Incentive Plan Awards:
Number of Securities Underlying
Option Exercise Price
($)
Option Expiration
DateExercisable (1)
Unexercisable (#)
Unexercised Unearned  Options
(#)David M.
Sindelar
350,000
70,000
-
-
-
12.63
12.63
1/31/2013
8/17/2014Timothy L.
Conlon
330,000
70,000
-
-
-
12.63
12.63
1/31/2013
8/17/2014Gerald G.
Sax
60,000
15,000
83,333
-
-
41,667
-
12.63
12.63
12.63
1/31/2013
8/17/2014
8/08/2015Joseph S.
Catanzaro
150,000
10,000
-
-
-
12.63
12.63
1/31/2013
8/17/2014Stephen
Wong
30,000
3,333
-
6,667
-
12.63
12.63
1/31/2013
2/06/2017(1)
All options have a vesting schedule of (i) 33% on the date
of grant (ii) 33% two years following the date of grant and (iii) 33%
three years after the date of grant.   88    Options Exercised
and Stock Vested  None of
our Named Executive Officers exercised any stock options or similar awards
during fiscal year 2007.  The following table sets forth certain
information with respect to stock option vesting during the fiscal year ended
December 31, 2007, with respect to our Chief Executive Officer, Chief Financial
Officer and our three other most highly compensated executive officers for such
fiscal year.  Option Exercises and Stock
VestedName
Number of Shares Acquired on
Exercise
Value Realized on
 Exercise
Number of Shares Acquired on
Vesting
Value Realized on
VestingDavid M. Sindelar
-
-
420,000
-Timothy L. Conlon
-
-
400,000
-Gerald G. Sax
-
-
158,333
-Joseph S. Catanzaro
-
-
160,000
-Stephen Wong
-
-
33,333
-  Pension
Benefits  None of our Named
Executive Officers are covered by a pension plan or other similar benefit plan
that provides for payments or other benefits.  Nonqualified
Deferred Compensation  We do not have any
nonqualified deferred compensation plans.  Potential Payments
Upon Termination or Change in Control  Our
Company has entered into employment agreements with Messrs. Sindelar, Conlon,
Sax and Catanzaro.  Specific provisions set forth in the employment
agreements regarding payments on termination are provided below.  The
dollar amounts used in the discussion are estimates based on salary as of
December 31, 2007, and benefits paid to the Named Executive Officer in fiscal
year 2007.  David M.
Sindelar  Voluntary
Termination by the Executive or Termination for Cause:  Mr.
Sindelar and his spouse are entitled to receive life and medical benefits upon
his voluntary termination or termination for cause throughout the remainder of
their lives.  All other benefits and remuneration cease upon the voluntary
termination by Mr. Sindelar or termination for cause.  Cause is defined
in Mr. Sindelars employment agreement to mean fraud, dishonesty, competition
with the Company, unauthorized use of any of the Companys trade secrets or
confidential information or failure to properly perform the duties assigned to
him, in the reasonable judgment of the Company.  Termination by the
Company Without Cause or Upon Death or Disability:  If Mr.
Sindelar is terminated by the Company without cause (as defined in Mr.
Sindelars Employment Agreement) or upon Mr. Sindelars death or disability, Mr.
Sindelar will continue to receive the following benefits for a period of
eighteen months: (i) his then current salary, which shall not be less than
$920,000; (ii) his annual cash-based incentive compensation opportunity; (iii)
fringe benefits customarily afforded to executives of the Company; (iv)
reimbursement of the expense to own and maintain an automobile; and (v) lifetime
medical benefits for himself and his spouse.  89    Effect of a Change
in Control:  There
is no provision in Mr. Sindelars contract that specifically allows for any
payment to Mr. Sindelar in the event of a change in control.  Covenants  Mr.
Sindelars employment agreement contains covenants for the benefit of the
Company relating to protection of the Companys confidential information and the
return of the Companys property.  Timothy L.
Conlon  Voluntary Termination by the Executive or Termination for
Cause:  Mr.
Conlon and his spouse are entitled to receive life and medical benefits upon his
voluntary termination or termination for cause throughout the remainder of their
lives.  All other benefits and remuneration cease upon the voluntary
termination by Mr. Conlon or termination for cause.  Cause is defined in
Mr. Conlons employment agreement to mean fraud, dishonesty, competition with
the Company, unauthorized use of any of the Companys trade secrets or
confidential information or failure to properly perform the duties assigned to
him, in the reasonable judgment of the Company.   Termination by the Company Without Cause or Upon Death or
Disability:  If Mr.
Conlon is terminated by the Company without cause or upon Mr. Conlons death or
disability, he is entitled to the following benefits for 18 months: (i) his
annual salary, which is not to be less than $550,000; (ii) fringe benefits
customarily afforded to executives of the Company; (iii) reimbursement of the
expense to own and maintain an automobile; and (iv) lifetime medical benefits
for himself and his spouse.  Effect of a Change in Control:  There
is no provision in Mr. Conlons contract that specifically allows for any
payment to Mr. Conlon in the event of a change in control.  Covenants  Mr.
Conlons employment agreement contains covenants for the benefit of the Company
relating to protection of the Companys confidential information and the return
of the Companys property, non-competition for one-year following termination,
in the event he is terminated for cause or voluntarily terminates, or during the
period he accepts payments, in the event he is terminated without cause or upon
death or disability, non-solicitation of the Companys employees for three years
following his termination.  Gerald G. Sax  Voluntary Termination by the Executive or Termination for
Cause:  Mr. Sax
and his spouse are entitled to continue to receive life and medical benefits
upon voluntary termination or termination for cause throughout the remainder of
their lives.  All other benefits and remuneration cease upon the voluntary
termination by Mr. Sax or termination for cause.  Cause is defined in Mr.
Saxs employment agreement to mean fraud, dishonesty, competition with the
Company, unauthorized use of any of the Companys trade secrets or confidential
information or failure to properly perform the duties assigned to him, in the
reasonable judgment of the Company.   90   Termination by the Company Without Cause or Upon Death or
Disability:  If Mr.
Sax is terminated by the Company without cause (as defined in Mr. Saxs
Employment Agreement) or upon Mr. Saxs death or disability, he is entitled to
the following benefits: (i) no less than $360,000 in annual salary for a period
of 18 months (or $540,000); (ii) a one-time payment of $351,000; (iii) fringe
benefits customarily afforded to executives of the Company for 18 months; (iv)
reimbursement of the expense to own and maintain an automobile for a period of
18 months; and (v) lifetime medical benefits for himself and his spouse.  Effect of a Change in Control:  There
is no provision in Mr. Saxs contract that specifically allows for any payment
to Mr. Sax in the event of a change in control.  Covenants  Mr.
Saxs employment agreement contains covenants for the benefit of the Company
relating to protection of the Companys confidential information and the return
of the Companys property, non-competition for one-year following termination,
in the event he is terminated for cause or voluntarily terminates, or during the
period he accepts payments, in the event he is terminated without cause or upon
death or disability, non-solicitation of the Companys employees for three years
following his termination.  Joseph S. Catanzaro  Voluntary Termination by the Executive or Termination for
Cause:  All
benefits and remuneration cease upon the voluntary termination by Mr. Catanzaro
or termination for cause.  Cause is defined in Mr. Catanzaros employment
agreement to mean fraud, dishonesty, competition with the Company, unauthorized
use of any of the Companys trade secrets or confidential information or failure
to properly perform the duties assigned to him, in the reasonable judgment of
the Company.   Termination by the Company Without Cause or Upon Death or
Disability:  If Mr.
Catanzaro is terminated by the Company without cause (as defined in Mr.
Catanzaros Employment Agreement) or upon Mr. Catanzaros death or disability,
he is entitled to the following benefits: (i) no less than $257,000 in annual
salary for a period of 18 months; (ii) fringe benefits customarily afforded to
executives of the Company for 18 months; and (iii) reimbursement of the expense
to own and maintain an automobile for a period of 18 months.  In addition,
in the event that Mr. Catanzaros termination without cause takes place after a
change of control, Mr. Catanzaro will receive lifetime medical benefits for
himself and his spouse.  Effect of a Change in Control:  There
is no provision in Mr. Catanzaros contract that specifically allows for any
payment to Mr. Catanzaro in the event of a change of control, except that in the
event that Mr. Catanzaros employment is terminated without cause after a change
of control, Mr. Catanzaro and his wife will receive lifetime medical
benefits.  Covenants  Mr.
Catanzaros employment agreement contains covenants for the benefit of the
Company relating to protection of the Companys confidential information and the
return of the Companys property, non-competition for one-year following
termination, in the event he is terminated for cause or voluntarily terminates,
or during the period he accepts payments, in the event he is terminated without
cause or upon death or disability, non-solicitation of the Companys employees
for three years following his termination.   91   The following table demonstrates the amounts payable to each NEO
upon termination of employment under several circumstances assuming such
termination was effective December 29, 2007.  NEO
Voluntary Resignation
Termination for Cause
Termination
Without Cause
Termination Due to Death or Disability
Change of ControlDavid M.
Sindelar
Lifetime medical benefits
Lifetime medical benefits
$2,809,500 plus Lifetime medical benefits
$2,809,500 plus Lifetime medical benefits
NoneTimothy L.
Conlon
Lifetime medical benefits
Lifetime medical benefits
$858,000 plus Lifetime medical benefits
$858,000 plus Lifetime medical benefits
NoneGerald G.
Sax
Lifetime medical benefits
Lifetime medical benefits
$910,500 plus Lifetime medical benefits
$910,500 plus Lifetime medical benefits
NoneJoseph S.
Catanzaro
-
-
$385,516 (1)
$385,516
None(1)Stephen
Wong
-
-
$108,358
$108,358
None  (1)Mr. Catanzaro would receive lifetime medical
benefits if he is terminated without cause after change of control.  Compensation of Directors  In
2007, the Chairman of the Board received annual compensation of $120,000 and
Directors (other than the Chairman) who are not executive officers received an
annual fee of $30,000.  In addition, each Audit Committee and Compensation
Committee member received an annual fee of $10,000 and the Chairman of the Audit
Committee and Compensation Committee each received an additional fee of $5,000.
 We also reimbursed our Directors for out-of-pocket expenses incurred in
connection with attending meetings of the Board and its committees.  The
Company also has granted 55,000 stock options with an exercise price of $12.63
per share, which vested over a period of three years, to each of Mr. Steffen,
Mr. McGinn, Mr. Vieser and Ms. Gulyas upon their original election as Directors
in the first quarter of 2003 as additional compensation for their services as
members of the Board.  Mr. Steffen received an additional 50,000 options
with an exercise price of $12.63 per share when he was elected as Chairman of
the Board of Directors in December of 2003, which such options vested over a
period of three years.  92    DIRECTOR COMPENSATION (2007)  The following table
provides compensation information for our Directors in 2007 who were not
executive officers of the Company.  Name
Fees Earned or Paid in Cash
Stock Awards
Option Awards  (1)
TotalChristopher J. Steffen
$
140,000
$
-
$
60,800
$         
200,800Jack D. Furst
30,000 (2)
-
-
30,000Edward Herring
40,000 (2)
-
-
40,000Robert A. Hamwee
40,000 (3)
-
-
40,000Robert F. Cummings
40,000 (3)
-
-
40,000Diane H. Gulyas
40,000
-
-
40,000Richard W. Vieser
45,000
-
-
45,000Richard A. McGinn
55,000
-
-
55,000(1)
Amounts reflect the compensation cost associated with stock option grants,
calculated in accordance with SFAS 123(R) and
using a Black-Scholes valuation method.
(2)
Compensation paid directly from the Company to HMTF.
(3)
Compensation paid directly from the Company to
GSC.  In
February, 2008, the Compensation Committee and the full Board of Directors of
the Company unanimously voted to increase the annual compensation of the members
of the Board of Directors.  Therefore, in 2008, the Chairman of the Board
will receive compensation of $130,000 and each of the other members will receive
$35,000 annually from the Company for their services.  Members of each of
the Audit and Compensation Committee will receive additional compensation of
$12,000 annually for their services, with the Chairman of each committee
receiving an additional fee of $7,000.  Compensation
Committee Interlocks and Insider Participation  None.  Item 12.  Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder Matter.  The following table sets forth, as of
December 31, 2007, information with respect to the Companys 2003 Stock Option
Plan.  Equity Compensation Plan
InformationPlan Category
Number of Securities to be Issued Upon
Exercise of Outstanding Options, Warrants and Rights.
Weighted Average Exercise Price of
Outstanding Options, Warrants and Rights
Number of Securities Remaining
Available for Future Issuance Under Equity Compensation PlansEquity compensation plans approved by security
holders.
2,765,600
$12.63
12,178Equity compensation plans not approved by security
holders.
-
-
-Total
2,765,000
$12.63
12,178   93    Group owns 100% of our capital stock. The
following table sets forth, as of December 31, 2007, information regarding
the beneficial ownership of Groups common stock by each person who beneficially
owned more than 5% of any class of Groups voting securities and by its Directors
and Named Executive Officers, individually, and by its Directors and executive
officers as a group.  Amount andNature of

Percent ofBeneficial

CommonOwnership (1)

Stock5% Stockholders:HMTF Parties (2)
17,440,482

54.1%c/o HM Capital Partners
200 Crescent Court, Suite 1600
Dallas, Texas 75201GSC Parties (3)
c/o GSC Partners
500 Campus Drive, Suite 220
Florham Park, New
Jersey 07932
10,652,162

34.2%Fidelity Parties (4)
82 Devonshire Street
Boston, Massachusetts 02109
2,053,390

7.1%Officers and Directors:Jack D. Furst (5)
17,440,482

54.1%J. Edward Herring
-

-Richard W. Vieser (6)
55,000

.2*Robert F. Cummings
-

-Diane H. Gulyas (6)
55,000

.2*Robert A. Hamwee (3)
10,652,162

34.2%Richard A. McGinn (6)
55,000

.2*Christopher J. Steffen (6)
105,000

.4*David M. Sindelar (6)
420,000

1.4%Timothy L. Conlon (6)
400,000

1.4%Gerald G. Sax (6)
158,333

.5*Joseph S. Catanzaro (6)
160,000

.6*Stephen Wong (6)
33,333

.1*All executive officers and Directors as a group (13
persons)
29,534,310

82.1% *Represents less than 1%  (1) Beneficial ownership is determined in accordance with the rules of
the SEC and generally includes voting or investment power with respect to
securities.  Shares of common stock and options, warrants or other
convertible securities (such as the class B senior convertible preferred stock)
that are currently exercisable or exercisable within 60 days of
December 31, 2007, are deemed to be outstanding and to be beneficially
owned by the person holding those options, warrants or other convertible
securities for the purpose of computing the percentage ownership of that person,
but they are not treated as outstanding for the purpose of computing the
percentage ownership of any other person. (2) These figures include: · 3,454,094 shares of
common stock held of record by Hicks, Muse, Tate & Furst Equity Fund III,
L.P., a limited partnership, of which the ultimate general partner is Hicks,
Muse Fund III Incorporated, an affiliate of HMTF. · 93,681 shares of common
stock held of record by HM3 Coinvestors, L.P., a limited partnership of which
the ultimate general partner is Hicks, Muse Fund III Incorporated, an affiliate
of HMTF. · 601,355 shares of
common stock held of record by HMTF Equity Fund IV (1999), L.P., a limited
partnership of which the ultimate general partner is Hicks, Muse (1999) Fund IV,
LLC, an affiliate of HMTF. · 32,014 shares of common
stock held of record by Hicks, Muse PG- IV (1999), C.V., of which the ultimate
general partner is HM Fund IV Cayman, LLC, an affiliate of HMTF. · 14,785 shares of common
stock held of record by HM 4-SBS (1999) Coinvestors, L.P., a limited partnership
of which the ultimate general partner is Hicks, Muse (1999) Fund IV, LLC, an
affiliate of HMTF. · 9,826 shares of common
stock held of record by HM 4-EQ (1999) Coinvestors, L.P., a limited partnership
of which the ultimate general partner is Hicks, Muse (1999) Fund IV, LLC, an
affiliate of HMTF. · 4,259 shares of common
stock held of record by HMTF Private Equity Fund IV (1999), L.P., a limited
partnership of which the ultimate general partner is Hicks, Muse (1999) Fund IV,
LLC, an affiliate of HMTF. · 9,873,369 shares of
common stock and 2,177,356 shares of class B senior convertible preferred stock
(currently convertible into 3,357,099 shares of common stock) held of record by
Pearl Street II, L.P., a limited partnership of which the ultimate general
partner is Hicks, Muse Fund III Incorporated, an affiliate of HMTF.   94   (3) These figures include:  GSC Recovery II, L.P.
(Recovery II) owns 4,404,808 shares of common stock (which includes 2,893,887
shares of common stock and 1,510,921 shares of common stock issuable upon
conversion of 979,957 shares of Class B Senior Convertible Preferred Stock); GSC
Recovery IIA, L.P. (Recovery IIA) owns 5,133,145 shares of common stock (which
includes 4,357,276 shares of common stock and 775,869 shares of common stock
issuable upon conversion of 503,215 shares of Class B Senior Convertible
Preferred Stock); GSC Partners CDO Fund, Limited (CDO) owns 654,801 shares of
the Companys common stock; and GSC Partners CDO Fund II, Limited (CDO II) owns
459,408 shares of the Companys common stock.  By virtue of his
relationship (described below) with Recovery II, Recovery IIA, CDO, and CDO II,
Mr. Hamwee may be deemed to have shared voting and investment power over, and be
the indirect beneficial owner of, the shares of common stock of the Company
owned by Recovery II, Recovery IIA, CDO, and CDO II. Mr. Hamwee disclaims
beneficial ownership of the Companys common stock except to the extent of his
pecuniary interest in such stock.  Recovery II is a
Delaware limited partnership.  GSC Recovery II GP, L.P. is the general
partner of Recovery II.  GSC RII, LLC is the general partner of GSC
Recovery II GP, L.P. GSCP (NJ) Holdings, L.P. is the managing member of GSC RII,
LLC. GSCP (NJ), L.P. is the manager of Recovery II. GSCP (NJ), Inc. is the
general partner of GSCP (NJ), L.P. and GSCP (NJ) Holdings, L.P.  Recovery IIA is a
Delaware limited partnership.  GSC Recovery IIA GP, L.P. is the general
partner of Recovery IIA.  GSC RIIA, LLC is the general partner of GSC
Recovery IIA GP, L.P. GSCP (NJ) Holdings, L.P. is the managing member of GSC
RIIA, LLC.  GSCP (NJ), L.P. is the manager of Recovery IIA. GSCP (NJ), Inc.
is the general partner of GSCP (NJ), L.P. and GSCP (NJ) Holdings, L.P.  CDO and CDO II are
Cayman Islands corporations.  GSCP (NJ), L.P. is the collateral manager of
CDO and CDO II; GSCP (NJ), Inc. is the general partner of GSCP (NJ), L.P.  GSCP (NJ), Inc. is the
general partner of GSCP (NJ), L.P. and GSCP (NJ) Holdings, L.P. and is a wholly
owned subsidiary of GSC Group, Inc.  Additionally, GSC Group, Inc. owns
substantially all of the interests in GSCP (NJ), L.P. and GSCP (NJ), Holdings,
L.P.  Each of Alfred C. Eckert III, Richard M. Hayden, Robert A. Hamwee,
Andrew J. Wagner and David L. Goret are the executive officers of GSC Group,
Inc. and GSCP (NJ), Inc.  By virtue of each of
the above entitys and individuals relationship with Recovery II, Recovery IIA,
CDO and CDO II, each may be deemed to have shared voting and investment power
over, and be the indirect beneficial owner of, the shares of common stock of the
Company owned by Recovery II, Recovery IIA, CDO and CDO II.  Each of the
above entities and individuals disclaims beneficial ownership of the Companys
common stock except to the extent of each entitys and individuals pecuniary
interest in such common stock.  (4) These figures include: The Fidelity entities identified above are either an investment
company or a portfolio of an investment company registered under Section 8 of
the Investment Company Act of 1940, as amended, or a private investment account
advised by Fidelity Management & Research Company (FMR Co.).  FMR Co.
is a Massachusetts corporation and an investment advisor registered under
Section 203 of the Investment Advisers Act of 1940, as amended, and provides
investment advisory services to each of such Fidelity entities identified above
and to other registered investment companies and to certain other funds which
are generally offered to a limited group of investors.  FMR Co. is a wholly
owned subsidiary of FMR Corp., a Delaware corporation. (5) Mr. Furst is a partner, stockholder and member of the management
committee of HMTF and, accordingly, may be deemed to beneficially own all or a
portion of the shares of Holding Common Stock beneficially owned by the HMTF
Parties described above.  Mr. Furst disclaims beneficial ownership of
shares of Groups Common Stock not owned of record by him. (6) Represents shares of common stock issuable upon the exercise of
options that are exercisable within 60 days.  95   Item 13.
 Certain Relationships and Related Transactions, and Director
Independence  Review and Approval of Transactions with
Related Persons  Viasystems has a written Code of Business
Conduct which governs, in part, review and approval of transactions between
Viasystems and an affiliated party.  All affiliated transactions must be
disclosed to the Companys General Counsel and, if such transaction is material
under the relevant SEC codes, such proposed transaction will be submitted to
Viasystems Audit Committee for approval.  Stockholders Agreement  On January 31,
2003, we entered into a Stockholders Agreement (the Stockholders Agreement)
with certain persons acquiring shares of Group capital stock in connection with
our Chapter 11 reorganization, including HMTF, which controls a majority of the
voting stock of Group, and certain affiliates of GSC. The Stockholders
Agreement provides that our Board of Directors will be comprised of at least
nine members as follows: our Chief Executive Officer five members designated for
election by affiliates of HMTF and three members designated for election by
affiliates of GSC and the other non-HMTF stockholder parties to the Stockholders
Agreements other than HMTF.  In addition, affiliates of HMTF, on the one
hand, and affiliates of GSC and the other non-HMTF stockholder parties to the
Stockholders Agreement other than HMTF, on the other hand, have the right to
jointly designate additional members to our Board of Directors.  The five
Directors designated by affiliates of HMTF are Mr. Furst, Mr. Herring, Mr.
McGinn, Mr. Vieser and Mr. Conlon.  The three Directors designated by
affiliates of GSC and other non-HMTF stockholders are Mr. Cummings, Mr. Hamwee
and Ms. Gulyas.  Mr. Steffen is a jointly nominated Director and Mr.
Sindelar holds the remaining seat as our Chief Executive Officer.  The
Stockholders Agreement also provides that the Compensation Committee of our
Board of Directors will be comprised of two members designated by the HMTF board
designees and one member designated by the GSC and non-HMTF Stockholders board
designees, so long as such individuals are qualified to serve in such
capacity. To the extent that
the affiliates of HMTF or the affiliates of GSC and the other non-HMTF
stockholders dispose of shares of common stock held by them, such constituencys
right to designate Directors for election (and to appoint Compensation Committee
members) shall be reduced as follows: Percentage of
Common Stock
Disposed of by
Affiliates of HMTF

Number
of
Designated
Directors

Number
of
Compensation
Committee
MembersMore than 20%
but equal to or less than 40%

4

2More than 40%
but equal to or less than 60%

3

2More than 60%
but equal to or less than 80%

2

1More than 80%
but equal to or less than 90%

1

1More than
90%

0

0  Percentage of
Common Stock
Disposed of by
Affiliates of GSC and
Other Non-HMTF
Stockholders

Number
of
Designated
Directors

Number
of
Compensation
Committee
MembersMore than 30% but equal to or
less than 60%

2

1More than 60% but equal
to or less than 90%

1

1More than
90%

0

0  Monitoring and Oversight
Agreement  Viasystems entered
into a ten-year monitoring and oversight agreement with an affiliate of HMTF,
effective as of January 31, 2003.  Under the monitoring and
oversight agreement, Viasystems is required to pay HMTF an annual fee for
oversight and monitoring services equal to the lesser of (1) 2% of its
consolidated EBITDA for such year or (2) $1.5 million.  The fee is payable
for the preceding year following the completion of the audited financial
statements for the preceding year, provided that HMTF may elect to defer the
payment of its fees, in which case these amounts will become due and payable at
such time as HMTF elects to require the payment of these obligations.  The
monitoring and oversight agreement makes available the resources of HMTF
concerning a variety of financial and operational matters.  These services
have been provided not only by Mr. Furst and Mr. Herring, outside the scope of
their duties as our Directors, but also from numerous other principals and
employees of HMTF.  Mr. Furst and Mr. Herring are each principals of HMTF.
 HMTF has performed various  96   monitoring and oversight services, including providing input in
managements establishment of Viasystems financial and strategic acquisition
plans.  HMTF monitors the viability and implementation of Viasystems
strategic plan through actions such as review of monthly financial data,
management briefings and facility visits.  HMTF is also entitled to
reimbursement for any expenses incurred by it in connection with rendering
services under the monitoring and oversight agreement.  In addition,
Viasystems has agreed to indemnify HMTF, its affiliates and their respective
Directors, officers, controlling persons, agents and employees from and against
all claims, liabilities, losses, damages, expenses and fees, and disbursements
of counsel related to or arising out of or in connection with the services
rendered by HMTF under the monitoring and oversight agreement and not resulting
primarily from the bad faith, gross negligence or willful misconduct of
HMTF. Director
Independence Our Board of Directors is elected in
accordance with the Stockholders Agreement.   We do not, therefore,
have a designated Nominating Committee of the Board of Directors. 
 Our Board of Directors has, however, separately designated both a
Compensation Committee and an Audit Committee.   The Compensation
Committee is consists of the following members of the Board of Directors: 
Christopher J. Steffen, Edward Herring, Robert A. Hamwee and Richard A.
McGinn.  The Audit Committee is consists of:  Christopher J. Steffen,
Robert F. Cummings, Jr., Diane H. Gulyas, Richard A. McGinn and Richard W.
Vieser.  Messrs McGinn and Vieser, as well as Ms. Gulyas, are considered
independent directors.  Mr. Steffen is also an independent director and is
the designated financial expert on the Companys Audit Committee.  We are not listed on a national securities
exchange or an automated interdealer quotation system of a national securities
association, and we are not subject to either of the listing standards of the
New York Stock Exchange (the NYSE), The NASDAQ Stock Market LLC (NASDAQ) or
the rules of the National Association of Securities Dealers (the NASD)
listing standards.   Accordingly, aside from Mr. Steffen, who would be
deemed independent under the standards of each of the NYSE, NASDAQ or NASD and
within the meaning of Rule 10A-3 under the Securities Exchange Act of 1934, as
amended, and is an audit committee financial expert as such term is defined in
Item 407(d)(5)(ii) of Regulation S-K adopted by the SEC, our Board of Directors
has not made a determination whether the members of the Board of Directors and
the Compensation Committee and Audit Committee are independent.  Item 14.  Principal Accountant Fees
and Services  The Audit Committee
has a policy related to the review and approval of services provided by the
independent registered public accounting firm.  The policy requires advance
approval of all audit, audit-related, tax and other services, including
specifically defined permitted nonaudit services, to be performed by the
Companys independent auditor.  Unless the specific service has been
previously preapproved, the Audit Committee must approve the service before the
Companys independent registered public accounting firm is engaged to perform
it. During 2006, the
Company changed from PricewaterhouseCoopers LLP to Ernst & Young LLP as its
independent registered public accounting firm. All fees billed by
Ernst & Young LLP for all services rendered during the years ended December
31, 2007 and 2006, are summarized in the following table:  Year ended
December 31,2007

2006Audit
$
1,375,361

$
2,180,998Audit-related
53,209

37,075Tax
313,697

-All other
1,500

-Total
$
1,743,767

$
2,218,073  Audit fees relate
to the audit of the consolidated financial statements of Viasystems, Inc., the
quarterly reviews of Viasystems Inc.s consolidated financial statements and
foreign statutory audits. Audit-related fees
include miscellaneous consulting and advisory services in connection with
Sarbanes-Oxley in 2007 and 2006. Tax fees relate to
review of the federal tax return and implementation of FIN 48.  97   During fiscal 2007, the Audit Committee reviewed and approved all
services provided by the independent registered public accounting firm.
 Additionally, the Audit Committee considered and concluded that all the
services provided by the independent registered public accounting firm were
compatible with maintaining the auditors independence.  PART IV  Item 15.  Exhibits and Financial
Statement Schedules  1.  Financial Statements  The information required by this item is
included in Item 8 of Part II of this Form 10-K.  2. Financial Statement
Schedules  None.  98   SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Clayton, State of Missouri, on the 28th day of March, 2008.  Viasystems, Inc.  /s/ David M. Sindelar

/s/ Gerald G. SaxDavid M. Sindelar

Gerald G. SaxChief Executive Officer

Senior Vice
President and Chief Financial OfficerPrincipal
Accounting Officer  Pursuant to the requirements of the Securities Act of 1934, this
Report on Form 10-K has been signed by the following persons in the capacities
indicated 28th day of March, 2008.  /s/ Christopher J. SteffenChristopher J. Steffen

Chairman of the Board of Directors/s/ Jack D. FurstJack D. Furst

Director/s/ Edward HerringEdward Herring

Director/s/ Robert F. Cummings, Jr.Robert F. Cummings, Jr.

Director/s/ Diane H. GulyasDiane H. Gulyas

Director/s/ Robert A. HamweeRobert A. Hamwee

Director/s/ Richard A. McGinnRichard A. McGinn

Director/s/ Richard W. VieserRichard W. Vieser

Director/s/ David M. SindelarDavid M. Sindelar

Chief Executive Officer and Director
(Principal Executive Officer)/s/ Timothy L. ConlonTimothy L. Conlon

President, Chief Operating Officer and
Director/s/ Gerald G. Sax

Senior Vice
President and Chief Financial OfficerGerald G. Sax

(Principal
Financial Officer and Principal Accounting
Officer)  99      Exhibit Index  The following exhibits are filed as part of this Form 10-K or
incorporated by reference herein: Exhibit No.
Exhibit Description2.1
(1)
Prepackaged Joint Plan of Reorganization of Viasystems
Group, Inc. (Group, Inc.) and Viasystems, Inc. under Chapter 11 of the
Bankruptcy Code, dated August 30, 2002.2.1(a)
(1)
Modification to the Debtors Prepackaged Joint Plan of
Reorganization, dated January 2, 2003.2.1(b)
(6)
Stock Purchase Agreement between Electrical Components
International Holdings Company, Viasystems Group, Inc., Wire Harness
Holding Company, Inc. and Wire Harness Industries, Inc. dated March 21,
2006.3.1
(3)
Second Amended and Restated Certificate of Incorporation of
Group, Inc.3.2
(3)
Amended and Restated Bylaws of Group, Inc.3.3
(2)
Amended and Restated Certificate of Incorporation of
Viasystems, Inc.3.4
(2)
Amended and Restated Bylaws of Viasystems, Inc.4.1
(2)
Indenture, dated as of December 17, 2003, among
Viasystems, Inc., the Guarantors party thereto, and The Bank of New York,
as Trustee.4.2
(2)
Form of 101⁄2% Senior Subordinated Note (included as Exhibit A
to the Indenture filed as Exhibit 4.1 hereto).10.1
(8)
Credit Agreement dated as of August 17, 2006, among
Viasystems Kalex Printed Circuit Board Limited, Viasystems Asia Pacific
Company Limited, Kalex Circuit Board (China) Limited and UBS AG Hong Kong
Branch, UBS AG Singapore Branch, as Facility Agent.10.2
(1)
Group, Inc. 2003 Stock Option Plan.10.3
(1)
Amended and Restated Executive Employment Agreement, dated
October 13, 2003, among Group, Inc., Viasystems, Inc., Viasystems
Technologies Corp. LLC, the other subsidiaries party thereto, and David M.
Sindelar.10.4
(1)
Amended and Restated Executive Employment Agreement, dated
January 31, 2003, among Group, Inc., Viasystems, Inc., Viasystems
Technologies Corp. LLC, and Timothy L. Conlon.10.5
(5)
Amended and Restated Executive Employment Agreement made and
entered into effective as of August 15, 2005, among Group, Viasystems,
Inc., Viasystems Technologies Corp., LLC and Gerald G. Sax.10.6
(1)
Amended and Restated Executive Employment Agreement dated
January 31, 2003, among Group, Inc., Viasystems, Inc. Viasystems
Technologies Corp., LLC and Joseph Catanzaro.10.7
(1)
Monitoring and Oversight Agreement, made and entered into
effective as of January 31, 2003, among Group, Inc., Viasystems,
Inc., the subsidiaries party thereto, and Hicks, Muse & Co. Partners,
L.P.10.8
(3)
Stockholders Agreement.10.9
(3)
Amendment to Stockholders Agreement.10.10
(3)
Annual Incentive Compensation Plan for Group, Inc.10.11
(3)
Credit Agreement, dated as of January 31, 2003, among Group,
Inc., Viasystems, Inc., the several banks and other financial institutions
party thereto, and JPMorgan Chase Bank, as Administrative
Agent.  100    10.11(a)
(3)
First Amendment, dated as of March 19, 2003, to the Credit
Agreement, dated as of January 31, 2003, among Group, Inc.,
Viasystems, Inc., the several banks and other financial institutions party
thereto, and JPMorgan Chase Bank, as Administrative Agent.10.11(b)
(3)
Second Amendment, dated as of December 3, 2003, to the
Credit Agreement, dated as of January 31, 2003, among Group, Inc.,
Viasystems, Inc., the several banks and other financial institutions party
thereto, and JPMorgan Chase Bank, as Administrative Agent.10.11(c)
(4)
Third Amendment, dated as of October 7, 2004, to the Credit
Agreement, dated as of January 31, 2003, among Group, Inc.,
Viasystems, Inc., the several banks and other financial institutions party
thereto, and JPMorgan Chase Bank, as Administrative Agent.10.11.(d)
(4)
Fourth Amendment, dated as of March 17, 2005, to the Credit
Agreement, dated as of January 31, 2003, among Group, Inc.,
Viasystems, Inc., the several banks and other financial institutions party
thereto, and JPMorgan Chase Bank, as Administrative Agent.10.12
(3)
Guarantee and Collateral Agreement, dated as of January 31,
2003, among Group, Inc., Viasystems, Inc., the subsidiaries party thereto,
and JPMorgan Chase Bank, as Collateral Agent.14.1
(4)
Code of Ethics for the Principal Executive Officer and
Senior Financial Officers filed on Exhibit to Registrants Report on Form
10-K for the year ended December 31, 2004.21.1
(9)
Subsidiaries of the Registrant.31.1
(9)
Chief Executives Officers Certification required by Rule
13(a)-14(a).31.2
(9)
Chief Financial Officers Certification required by Rule
13(a)-14(a).32
(9)
Chief Executive Officer and Chief Financial Officer
Certification pursuant to 18 U.S.C. 1350, as adopted to section 906 of the
Sarbanes-Oxley Act of 2002. (1)Incorporated by
reference to Registration Statement No. 333-113664 on Form S-1/A of Viasystems
Group, Inc. filed on. (2)Incorporated by
reference to Registration Statement No. 333-114467 on Form S-4/A filed on. (3)Incorporated by
reference to Registration Statement No. 333-114467 on Form S-4/A filed on (4)Incorporated by
reference to 2004 Annual Report on Form 10-K of Viasystems, Inc. filed on. (5)Incorporated by
reference to the Quarterly Report on Form 10-Q of Viasystems, Inc. filed on. (6)Incorporated by reference to
the Form 8-K of Viasystems, Inc. filed on.  (7)Incorporated by reference to the Form 8-K of
Viasystems, Inc. filed on. (8)Filed
herewith.  101