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, 2008  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, a non-accelerated filer or a small
reporting company.  See definition of large accelerated filer,
accelerated filer, non-accelerated filer and smaller reporting company in
Rule 12b-2 of the Exchange Act. (Check one):  Large Accelerated Filer [  ] Accelerated Filer [  ] 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.   Outstanding
at Class March
30, 2009 Common
Stock 1,000  Documents incorporated by reference:  None  ____________________________________________________________________________________________  VIASYSTEMS, INC. FORM
10-K FOR THE YEAR ENDED DECEMBER 31, 2008 TABLE
OF CONTENTS Page PART I  Item
1. Business 3 Item
1A. Risk
Factors 12 Item
1B. Unresolved
Staff Comments 19 Item
2. Properties 19 Item
3. Legal
Proceedings 21 Item
4. Submission
of Matters to a Vote of Security Holders 21  PART II  Item
5. Market
for Registrants Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities 21 Item
6. Selected
Financial Data 21 Item
7. Managements
Discussion and Analysis of Financial Condition and Results of Operations 23 Item
7A. Quantitative
and Qualitative Disclosures About Market Risk 39 Item
8. Financial
Statements and Supplementary Data 40 Report
of Independent Registered Public Accounting Firm 41 Consolidated
Balance Sheets 42 Consolidated
Statements of Operations 43 Consolidated
Statements of Stockholders Equity (Deficit) and Comprehensive Income
(Loss) 44 Consolidated
Statements of Cash Flows 45 Notes
to Consolidated Financial Statements 46 Item
9. Changes
in and Disagreements with Accountants on Accounting and Financial Disclosure 73 Item
9A. Controls
and Procedures 73 Item
9B. Other
Information 74  PART III  Item
10. Directors,
Executive Officers and Corporate Governance 74 Item
11. Executive
Compensation 77 Item
12. Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters 95 Item
13. Certain
Relationships and Related Transactions, and Director Independence 97 Item
14. Principal
Accountant Fees and Services 99  PART IV  Item
15. Exhibits
and Financial Statement Schedules 99  SIGNATURES 100  EXHIBIT
INDEX 101  SUBSIDIARIES
OF VIASYSTEMS 103  CERTIFICATIONS 104  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 titled 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, may,
anticipates, intends, plans, estimates or the negative thereof or other
similar expressions or comparable terminology.  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, global economic conditions,
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 Report for the year
ended December 31, 2008, 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, computer storage equipment, major
household appliances, wind energy applications, and a variety of complex
industrial, medical and technical instruments.  Our PCB and EMS products
are supplied from our Printed Circuit Boards and Assembly segments,
respectively.  As of
December 31, 2008, we have six manufacturing facilities located outside the
United States to take advantage of low cost, high quality manufacturing
environments, including five manufacturing sites in The Peoples Republic of
China (China) and one in Mexico.  In addition, as of December 31, 2008,
we had one manufacturing facility in Milwaukee, Wisconsin.  In November
2008, we announced the planned closure of the Milwaukee, Wisconsin facility and
its satellite final-assembly and distribution facility in Newberry, South
Carolina, which we anticipate will cease operations in May 2009 and March 2009,
respectively.  In addition to our manufacturing facilities, 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.   3   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, Hewlett-Packard Company, Huawei Technologies Co. Ltd.,
Rockwell Automation, Inc., Siemens AG, Sun Microsystems, Inc., Tellabs, Inc. and
TRW Automotive Holdings Corp.  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.  Our
History  We are
a direct, wholly owned subsidiary of Viasystems Group, Inc. (Group).
 Group was formed in 1996 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 a result of these and other
factors, in January 2003, we reorganized under prepackaged Chapter 11
proceedings.  From
April 2001 through 2005, 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, electro-mechanical solutions and
wire harnesses, and we significantly diversified our end markets and customer
base.  In order to support our customers local needs, we elected to
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 Printed Circuit Boards and Assembly segments, respectively.  In
November 2008, in light of global economic conditions and our ongoing efforts to
align capacity, overhead costs and operating expenses with market demand, we
announced a planned 2009 closure of our manufacturing facility in Milwaukee,
Wisconsin, and its satellite final-assembly and distribution facility in
Newberry, South Carolina; as well as a planned work force reduction across our
global operations, which began in November 2008 and is expected to be completed
during the first half of 2009.  Depending upon the length and severity of
the current global economic turndown, further actions may be required to adjust
our capacity and cost structure.  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 website, www.viasystems.com.   4   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  Our
strategy is based on the following key goals and business drivers:  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.  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.  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, as market
conditions allow, invest in facilities and equipment in low cost locations.
 For the year ended December 31, 2008, approximately 93.7% 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.  Concentration on High Value-Added Products and
ServicesWe focus on providing electro-mechanical
manufacturing services to leading designers and sellers 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.   5   A Focus on Green Technologies and Practices We are focused on incorporating green technologies and
practices into our operations to reduce costs, mitigate potential liabilities,
ensure a safe and healthy workplace for our employees, and to maintain our
reputation as an environmentally responsible neighbor to the communities where
we operate.  We are also focused on supporting our customers demands for
green technology related products, and to that end have developed an expertise
in the fabrication and assembly of wind power related technologies; and
developed an expertise in our PCB manufacturing process for heavy copper
applications, which are necessary to support hybrid automotive technologies.  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.  The following table
shows our net sales as a percentage by the principal end-user markets we
serve:  Year Ended December 31,Markets

2008

2007

2006Automotive

37.4%

36.2%

32.9%Industrial
& Instrumentation/Medical/Consumer/Other

26.6

22.3

22.7Telecommunications

25.9

31.0

32.0Computer/Datacommunications

10.1

10.5

12.4Total
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, 2008, 2007 and 2006, sales to our 10 largest
customers accounted for approximately 73.3%, 76.2% and 73.7% 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

2008

2007

2006Alcatel-Lucent SA (a)

16.3%

20.2%

20.8%Continental AG (b)

13.4

(c)

(c)Siemens AG (b)

(c)

12.4

13.7Bosch Group

11.2

10.7

10.1General Electric Company

10.2

(c)

(c)  (a) Alcatel SA and Lucent Technologies, Inc. merged during 2006.
 Amounts represent sales to both the individual companies prior to the
merger and the combined companies after the merger. (b) In December 2007, Continental AG concluded the purchase of the
automotive parts business unit of Siemens AG.  Sales to that business unit
in 2008 are included in the table for Continental AG.  Sales to that
business unit in 2007 and 2006 are included in the table for Siemens AG.
 Through its other business units, Siemens AG remains a customer. (c) Represents less than ten percent of consolidated net sales.   6   Our PCB and EMS products are supplied from our Printed Circuit
Boards and Assembly segments, respectively (see Note 14 to our Consolidated
Financial Statements).  Sales to Alcatel-Lucent SA, Siemens AG and General
Electric Company occurred in both the Printed Circuit Boards and Assembly
segments.  Sales to Continental AG and Bosch Group occurred in the Printed
Circuit Boards 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.  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.   7   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
assemblies.  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.  These
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.  These services are not billed
separately, but instead are 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.  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, 2008,
we employed approximately 194 sales and marketing employees, of which 68 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 48+ layers and  8   circuit track widths as narrow as three one-thousandths of an
inch.  We also have the capability to produce large format backpanels of up
to 50 inches in length and as thin as four tenths of an inch.  We have
developed heavy copper capabilities, up to 12 ounces per square foot, 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.  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 17025 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.   9   Supplier Relationships  We
order raw 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.  While some of our customer agreements may require certain
components be sourced from specific vendors, the raw materials and component
parts we use to manufacture our products, including copper and laminate, are
generally available from multiple suppliers.  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, 2008, we had six manufacturing facilities located outside the
United States, with sales offices in Canada, Mexico, Asia, and throughout
Europe.  Our international operations produce products in China and Mexico
that account for approximately 86.7% and 7.0% of our 2008 net sales,
respectively, with the remaining 6.3% of net sales from products produced in the
United States.  After the planned closure of our manufacturing facility in
Milwaukee, Wisconsin and our final-assembly and distribution facility in
Newberry, South Carolina during 2009, we expect 100% of our net sales will be
from products produced outside the United States.  Approximately 66.1% and
20.6% of our 2008 net sales were from products produced in China by our Printed
Circuit Boards 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 Note 14 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.   10   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, 2008, we had 11,608 employees.  Of these employees, 10,072
were involved in manufacturing, 1,031 in engineering, 194 in sales and
marketing, and 311 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.  In November 2008, we announced a planned work force reduction
across our global organization which began in November 2008 and is expected to
be completed during the first half of 2009. After the full implementation of the
work force reductions, we expect our number of employees will approximate
10,000.  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 $2.2 million, $3.4 million and $2.8 million for the
years ended December 31, 2008, 2007 and 2006, 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 and customers to
protect our secrets and techniques.  We own 55 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 10 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, 2008, was
approximately $78.0 million, compared to $159.6 million at December 31, 2007.
 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.  The decline in
backlog as of December 31, 2008, when compared to December 31, 2007,
is due primarily to weaker customer demand resulting from global economic
conditions.  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 reevaluated 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  11   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.  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 website
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. Uncertainty and adverse changes in the economy and financial
markets could have an adverse impact on our business and operating
results.  Uncertainty or adverse changes in the economy could lead to a
significant decline in demand for the end products manufactured by our
customers, which, in turn, could result in a decline in the demand for our
products and pressure to reduce our prices. As a result of the recent global
economic downturn, many businesses appear to be experiencing weaker demand for
their products and services and, as a result, are taking a more conservative
stance in ordering component inventory. Any decrease in demand for our products
could have an adverse impact on our financial condition, operating results and
cash flows. Uncertainty and adverse changes in the economy could also increase
the cost and decrease the availability of potential sources of financing and
increase our exposure to losses from bad debts, either of which could have a
material adverse effect on our financial condition, operating results and cash
flows.  Recent
instability in the financial markets has led to the consolidation, restructuring
and closure of certain financial institutions. Should any of the financial
institutions who maintain our cash deposits or who are a party to our credit
agreement become unable to repay our deposits or honor their commitments under
our revolving credit facility, it could have a material adverse effect on our
financial condition, operating results and cash flows.  Our restructuring plans may be ineffective in responding to
the global economic downturn, and we may not be able to effectively execute our
restructuring plans within expected costs, which could adversely affect our
operating results.  In our
Form 8-K filed on November 24, 2008, we announced restructuring plans that are
designed to align capacity, overhead costs and operating expenses with market
demand.  Effectively executing these plans within expected costs and
realizing expected benefits will depend upon a number of factors, including the
length and severity of the economic downturn, the time required to complete
planned actions, the absence of material issues associated with  12   workforce reductions, avoidance of unexpected disruptions in
production, retention of key employees involved in implementing the
restructuring plans and our ability to sell permanently idled equipment.If we cannot effectively execute our restructuring plans, we may need
to take further actions to restructure our company, which could have a material
adverse effect on our financial condition, operating results and cash flows by
increasing our costs relative to our sales volume.  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, 2008, our total outstanding indebtedness is
approximately $220.7 million, with an additional $57.3 million available under
our revolving credit facility.  Our net interest expense for the year ended
December 31, 2008, was approximately $21.8 million.  As of December
31, 2008, our total consolidated stockholders equity was $199.3 million. 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; · 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 and global
economy; · 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; · expenditures or write-offs related to restructuring
activities;  13   · 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.  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, $18.2 million in 2006 and $5.7 million in 2008.  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.  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, 2008, 2007 and 2006, sales to our 10 largest customers
accounted for approximately 73.3%, 76.2% and 73.7% 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 financial
condition, operating results 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, we expect, will represent 100% of our business after the
planned closure of our manufacturing facility in Milwaukee, Wisconsin and our
final-assembly and distribution facility in Newberry, South Carolina during
2009.  Sales to foreign destinations represent a significant portion of our
net sales and we expect net sales to 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.  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;  14   · 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 a material adverse effect on our financial
condition, operating results and cash flows.  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 a material adverse effect on
our financial condition, operating results 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 financial
condition, operating results and cash flows.  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.  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
rose substantially in several recent years.  Future price increases for
diesel fuel would increase our cost and could have a material adverse effect on
our financial condition, operating results and cash flows.  15    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.  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.  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.  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 the global economy and 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.  16    We rely on the stability of the automotive industry for a
significant portion of our sales.  Accordingly, the economic downturn in
this industry has had, and may continue to have, a material adverse affect on
our ability to forecast demand and production to meet desired sales
levels.  The
economic downturn in the automotive industry 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 significant portion of our sales are to
customers within the automotive industry.  For the years ending
December 31, 2008, 2007 and 2006, sales to customers in the automotive
industry represented approximately 37.0%, 36.0% and 33.0% 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 telecommunications and networking industries
for a significant portion of our sales.  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, 2008, 2007 and 2006, sales to customers in the telecommunications
and networking industries represented approximately 26.0%, 31.0% and 32.0% 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 financial condition, operating
results and cash flows.  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.  We are significantly influenced by affiliates of Hicks,
Muse, Tate & Furst, Incorporated, whose interests may be different than ours
or our sole shareholders.  Approximately 54.5% 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
consists 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.   17   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 service our indebtedness or 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 or Group.  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 (the 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 our financial position, operating results and
cash flows.  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 consolidated 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  18   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.  Any
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,
2008, 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 two to 10 years.  In
November 2008, we announced plans to close our manufacturing facility in
Milwaukee, Wisconsin and our final assembly and distribution facility in
Newberry, South Carolina.  These facilities are expected to cease
operations during the first half of 2009; however, our leases for these
facilities expire in 2010 and 2011, respectively.  19    Listed
below are the principal manufacturing facilities we operated as of December 31,
2008:  Location

Size
(Appx.
Sq. Ft.)

Type
of Interest

Description of Primary ProductsUnited
States
Milwaukee,
Wisconsin

305,000

Leased
(a)
Custom metal
enclosure fabricationMexico
Juarez,
Mexico

89,000

Leased

Backpanel
assembly, printed circuit board assembly, custom metal enclosure
fabrication, and full system assembly and testAsia
Guangzhou,
China

2,250,000
106,000

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

799,000

Owned
(b)
Printed
circuit board fabricationShanghai,
China

430,000

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

286,000

Leased

Custom metal
enclosure fabrication, printed circuit board assembly, and full system
assembly and testQingdao,
China

93,000

Leased

Full system
assembly and test/cable assembly  (a) This
facility is expected to cease operations by the end of the second quarter of
2009. (b) Although
these facilities 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,
2008:  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 assembliesNewberry,
South Carolina

22,000

Leased
(a)
Final-assembly
and distribution of fabricated metal enclosuresAsia
Hong Kong

53,000

Owned

Warehousing
and distribution of PCBs, backpanel assemblies, full system assemblies and
printed circuit board assemblies  (a) This facility is expected to cease operations by the end of
the first quarter of 2009.  In
addition to the facilities listed above, at December 31, 2008, we
maintained several engineering, customer service, sales and marketing and other
offices throughout North America, Europe and Asia, all of which are leased.   20   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
2008.  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 has been held by Group since 1997, 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, 2008,
2007, 2006, 2005 and 2004, 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.   21    Year Ended December 31,2008

2007

2006

2005

2004(in thousands)Statements of Operations Data:Net
sales

$
712,830

$
714,343

$
734,992

$
652,821

$
630,754Operating
expenses:Cost
of goods sold (1)

568,356

570,384

601,232

560,974

521,393Selling,
general and administrative (1)

52,475

58,215

56,325

66,047

65,127Depreciation

53,285

49,704

45,422

44,234

41,622Amortization

1,243

1,269

1,325

1,436

1,570Restructuring
and impairment (2)

15,069

278

(4,915)

27,662

1,013Operating
income (loss)

22,402

34,493

35,603

(47,532)

29Other expense
(income):Interest
expense, net

21,815

21,687

30,715

40,760

37,818Amortization
of deferred financing costs

2,063

2,065

1,678

1,613

1,305Loss
on early extinguishment of debt (3)

-

-

1,498

-

-Reorganization
expenses (reversals)  (4)

-

-

-

-

(9,776)Other,
net

(711)

277

1,406

13,110

(1,468)(Loss) income
before income taxes

(765)

10,464

306

(103,015)

(27,850)Income tax
provision

4,938

(6,853)

18,514

3,953

(6,291)(Loss) income
from continuing operations (5)

(5,703)

17,317

(18,208)

(106,968)

(21,559)Income from
discontinued operations, net (1) (5)

-

-

9,475

25,739

27,307Gain on
disposition of discontinued operations, net (5)

-

-

211,170

-

-Net (loss)
income

$
(5,703)

$
17,317

$
202,437

$
(81,229)

$
5,748Balance
Sheet Data (at period end):Cash
and cash equivalents

$
83,053

$
64,002

$
37,954

$
35,923

$
112,891Working
capital

119,118

110,460

95,475

91,735

151,478Total
assets

586,042

629,233

625,890

715,676

750,409Total
debt, including current maturities

220,663

206,613

206,914

462,535

465,555Stockholder's
equity (deficit) (6)

199,294

207,254

197,868

(1,728)

56,534  (1) 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, 2008, 2007, 2006,
2005 and 2004 was $615, $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, 2008, 2007, 2006,
2005 and 2004 was $0, $0, $105, $641 and $127, respectively. (2) Represents restructuring charges taken to downsize and close
facilities, and impairment losses related to the write-off of long-lived assets.
 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.  (3) In 2006, in connection with the termination of our 2003 credit
facility, we recorded a loss on early extinguishment of debt of $1,498.  (4) In May 2004, a promissory note to the Secretary of State for Trade
and Industry of the United Kingdom was discharged in full as a result of
proceeds they received from the liquidation of a disposed subsidiary of ours,
thus resulting in a gain of $9,776.  (5) 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.   22   (6) On January 1, 2007, we 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 a result of
the adoption of FIN 48, we 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, we 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, we 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.
 As of December 31, 2008, we 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.).  In November 2008 we announced the
planned closure of our manufacturing facility in Milwaukee, Wisconsin, and its
satellite final-assembly and distribution facility in Newberry, South Carolina,
which we anticipate will cease operations in May 2009 and March 2009,
respectively.  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,
Hewlett-Packard Company, Huawei Technologies Co. Ltd., Rockwell Automation,
Inc., Siemens AG, Sun Microsystems, Inc., Tellabs, Inc. and TRW Automotive
Holdings Corp.  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.  Results of Operations  Year
Ended December 31, 2008, Compared to Year Ended December 31, 2007 Net
Sales.  Net sales for the year ended December 31, 2008, were $712.8
million, representing a $1.5 million, or 0.2%, decrease from net sales for the
year ended December 31, 2007.   23   Net sales by end-user market for the years ended December 31, 2008
and 2007, were as follows:  End-User
Market (dollars in millions)

2008

2007Automotive

$
266.6

$
258.8Industrial
& Instrumentation, Medical, Consumer, and Other

189.7

159.3Telecommunications

184.2

221.2Computer
and Datacommunications

72.3

75.0Total
net sales

$
712.8

$
714.3  Our net
sales of products for end use in the automotive market grew by approximately
3.0% during the year ended December 31, 2008, based on strong demand early in
the year and new program wins with European and Asian automotive producers,
partially offset by weak demand in North America throughout the year, and in all
regions towards the end of the year.  The increase in the automotive market
was negatively impacted by an approximately 17.0% year-over-year decline in
fourth quarter 2008 net sales as a result of reduced global demand from our
automotive customers.  In the industrial & instrumentation, medical,
consumer and other market, new wind power related programs with an existing
customer was the primary driver of our 19.1% increase in net sales to this end
use market, in which a broad base of other customers remained stable.  Net
sales of products ultimately used in the telecommunications market declined by
approximately 16.7% from the year ended December 31, 2007, to the year
ended December 31, 2008, primarily as a result of weak demand from our customers
on select product offerings.  An approximate 3.6% decrease in net sales for
the year ended December 31, 2008, of our products for use in the
computer and data communications markets is largely the result of an
approximately 49.6% year-over-year decline in fourth quarter 2008 net sales as a
result of reduced global demand from our computer and data communication
customers, which was partially offset by sales to a new customer and increased
demand from existing customers through the first nine months of the year.  Net
sales by business segment for the years ended December 31, 2008 and 2007, were
as follows:  Segment
(dollars in millions)

2008

2007Printed Circuit Boards

$
489.8

$
489.8Assembly

241.4

243.1Eliminations

(18.4)

(18.6)Total net sales

$
712.8

$
714.3  Printed
Circuit Boards segment net sales, including intersegment sales, were flat for
the year ended December 31, 2008, as compared to the prior year, as an
approximately 9.2% year-over-year growth in sales through the third quarter of
2008 was offset by falling demand during the fourth quarter of 2008.  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 2008 compared to 2007, there was a decrease in sales volume which was
offset by selling price increases introduced towards the end of the third
quarter 2008.  Finished PCB volume, measured as total square feet of PCB surface
area, decreased by approximately 3.6% in 2008 compared to 2007, while our
capacity remained unchanged.  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, in September and
October of 2008 we implemented limited PCB product price increases to compensate
for unusually high increases in the costs of our commodity materials, including
petroleum, copper and other precious metals that occurred during the first nine
months of 2008.  To the extent we experience decreases in the cost of
certain commodity materials, we would expect to adjust our selling prices
accordingly, and our ability to pass on future material cost increases is
uncertain.  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  24   results in a higher selling price for an equivalent finished
product outer surface square footage.  In 2008, the volume mixture of
different layer count PCB products was consistent with 2007.  As a result,
we estimate that product mix changes did not significantly impact 2008 sales as
compared to 2007.  The
effects of changing currency rates added less than 1.0% to sales in 2008
compared to 2007, as approximately 10% of our Printed Circuit Boards segment
sales are denominated in currencies other than the U.S. dollar.  Assembly segment net sales decreased by $1.7 million, or 0.7%, to
$241.4 million for the year ended December 31, 2008.  The
decrease was the result of reduced demand from select customers in our
telecommunications end market partially offset by new wind power related
programs with an existing customer in our industrial & instrumentation end
market.  Cost
of Goods Sold.Cost of goods sold, exclusive of items shown separately
in the consolidated statement of operations for the year ended December 31,
2008, was $568.4 million, or 79.7% of consolidated net sales.  This
represents a 0.1 percentage point improvement from the 79.8% of consolidated net
sales achieved during 2007.  The improvement is a result of successful
implementation 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 and minimum wage increases.  Copper is used in our
circuit plating processes, and by our suppliers in the form of high-quality foil
to make laminate materials that are the basic building blocks in our products.
 Despite steep global copper price declines during the fourth quarter of
2008, the average cost of copper was higher during most of 2008, when compared
to 2007.  Other
cost trends in China also adversely impacted our costs, including increases in
electricity and diesel fuel prices which began in July 2008.  In addition,
the Chinese Renminbi (RMB) strengthened versus the U.S. dollar by more than
5.0% during 2008.  Despite these cost increases, wages and local operating
costs there remain among the most competitive in the world.  Finally, cost
of goods sold was favorably impacted by the elimination of professional fees
associated with initiatives to reduce production costs.  In addition to the
$7.6 million improvement related to professional fees, 2008 reflects cost
improvements associated with these initiatives.  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.  However, in 2008 our costs were negatively
impacted by startup costs for production of new products related to new
customers and new programs with existing customers.  In addition, costs of
materials, labor and overhead incurred in Chinese RMB were negatively impacted
due to the appreciation of that currency.  Selling, General and Administrative Costs.Selling,
general and administrative costs were $52.5 million, or 7.4% of net sales for
the year ended December 31, 2008, and decreased by $5.7 million compared to the
year ended December 31, 2007.  The decrease is primarily due to
reduced professional fees and other cost savings initiatives, as well as lower
bonus and stock-based compensation.  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.  Depreciation.  Depreciation expense for the year ended
December 31, 2008, was $53.3 million, including $46.3 million related to
our Printed Circuit Boards segment and $7.0 million related to our Assembly
segment.  Depreciation expense in our Printed Circuit Boards segment and
Assembly segment increased by approximately $2.6 million and $1.0 million,
respectively, compared to the year ended December 31, 2007, as a
result of investment in new equipment.  Restructuring and Impairment.In light of the global
economic downturn which began towards the end of 2008, and as part of our
ongoing efforts to align capacity, overhead costs and operating expenses with
market demand, we initiated restructuring activities during the fourth quarter
of 2008.  These activities are expected to be concluded  25   during the first half of 2009, and include the shutdown of our
metal fabrication facility in Milwaukee, Wisconsin and its satellite
final-assembly and distribution facility in Newberry, South Carolina; as well as
workforce reductions across our global operations.  At the time of these
announcements, we estimated the related total cash charges would approximate
$12.0 million to $14.0 million, with $6.0 million to $8.0 million being related
to headcount reduction costs, and $6.0 million related to lease termination and
other costs.  At the time of these announcements, we were not able to
estimate the amount of any related non-cash charge for asset impairments.
 We now estimate the cost of these activities will approximate $22.0
million, including approximately $16.0 million of cash charges and approximately
$6.0 million of non-cash asset impairment charges.  The estimated cash
charges include approximately $10.0 million related to headcount reductions with
the balance related to lease termination and other closure costs.  For the
year ended December 31, 2008, we recorded restructuring charges of approximately
$15.1 million, which included approximately $9.5 million related to headcount
reductions and approximately $5.6 million of non-cash asset impairment charges.
 The total $15.1 million charge is attributable to our Printed Circuit
Boards and Assembly Segments in the amount totaling approximately $10.0 million
and $5.1 million, respectively.  We expect we will incur additional
restructuring charges totaling approximately $6.9 million in 2009 and 2010
primarily related to lease terminations and other closure costs as we complete
our restructuring plan.  Previously, 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 reported net
restructuring and impairment losses of $0.3 million for the year ended
December 31, 2007, related to closed facilities sold late in 2006.  The
primary components of restructuring and impairment expense for the years ended
December 31, 2008 and 2007, are as follows:  Restructuring
Activity (dollars in millions)

2008

2007Personnel and severance

$
9.5

$
-Lease and other contractual commitment expenses

-

0.3Asset impairments

5.6

-Total expense, net

$
15.1

$
0.3  Operating Income.  Operating income of $22.4 million
for the year ended December 31, 2008, represents a decrease of $12.1
million compared to operating income of $34.5 million during the year ended
December 31, 2007.  The primary sources of operating income for
the years ended December 31, 2008 and 2007, are as follows:  Source
(dollars in millions)

2008

2007Printed Circuit Boards segment (a)

$
24.2

$
27.6Assembly segment (a)

(1.8)

7.2Other

-

(0.3)Operating income

$
22.4

$
34.5  (a) During the first quarter of 2008, we refined our methodology
for allocating common selling, general and administrative expenses to our
segments to better reflect the efforts undertaken to support each segment.
 Previously these costs were allocated based solely on each segments
percentage of total net sales.  For the year ended December 31, 2007,
operating income has been restated to conform to the presentation in the current
period.  Operating income of our Printed Circuit Boards segment decreased
by $3.4 million to $24.2 million for the year ended December 31, 2008, compared
to $27.6 million for the year ended December 31, 2007.  The decrease
is primarily the result of $7.8 million of severance costs related to
restructuring activities, non-cash fixed asset impairment charges of $1.7
million, sales declines during the fourth quarter, currency exchange rates and
increased depreciation expense, partially offset by net cost improvements and a
reduction in professional fees associated with our continuing initiatives to
reduce production costs.   26   Operating income of our Assembly segment decreased by $9.0 million
to an operating loss of $1.8 million for the year ended December 31, 2008,
compared to operating income of $7.2 million in 2007.  The decline is
primarily the result of non-cash fixed asset impairment charges of $3.9 million
stemming from the planned closure of our Milwaukee, Wisconsin manufacturing
facility, severance costs related to restructuring activities in other
facilities, start-up costs associated with new product introductions, currency
exchange rates and increased depreciation expense, partially offset by sales
related to new programs with existing customers.  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 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 our 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 portion of these restructuring
charges are non-cash charges related to the write-down of impaired property,
plant and equipment to fair value.  We exclude 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, 2008 and 2007, were as follows:  December 31,Source (dollars in millions)

2008

2007Operating
income

$
22.4

$
34.5Add-backDepreciation
and amortization

54.5

51.0Restructuring
and impairment

15.1

0.3Non-cash
stock compensation expense.

0.6

2.1Adjusted
EBITDA

$
92.6

$
87.9  Adjusted EBITDA increased by $4.7 million, or 5.3%, primarily as a
result of an approximate 9.9% decrease in selling, general and administrative
expense and reduced cost of goods sold relative to our sales.  Interest Expense, net.  Interest expense, net of
interest income, for the year ended December 31, 2008, was $21.8 million,
compared with $21.7 million for the year ended December 31, 2007.
 Interest expense related to our  27   2011 Senior Subordinated 10.5% Notes is $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 $1.3 million for year ended December 31,
2008, 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 declined by approximately $0.1 million to approximately $0.6 million
during the year ended December 31, 2008 as compared to the prior year.  Interest income increased $0.3 million to $1.4 million for the
year ended December 31, 2008, as compared to the year ended December 31, 2007,
on higher cash deposits in interest bearing accounts.  Income Taxes.  Income tax expense of $4.9 million for
the year ended December 31, 2008, compares to an income tax benefit of $6.9
million for the year ended December 31, 2007.   For the year
ended December 31, 2007, we 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 provision 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 2008 and
2007 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, 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-user 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.   28   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 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 statement 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.   29   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.  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, 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.  30    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 (a)

$
27.6

$
23.6Assembly segment (a)

7.2

6.7Europe and Canada operations

-

0.4Restructuring activities

(0.3)

4.9Operating income

$
34.5

$
35.6  (a) During 2008, we refined our methodology for allocating common
selling, general and administrative expenses to our segments to better reflect
the efforts undertaken to support each segment.  Previously these costs
were allocated based solely on each segments percentage of total net sales.
 For the years ended December 31, 2007 and 2006, operating income has
been restated to conform to the presentation in the current period.  Operating income of our Printed Circuit Boards segment increased
by $4.0 million to $27.6 million for the year ended December 31, 2007, compared
to $23.6 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 $0.5 million
to $7.2 million for the year ended December 31, 2007, compared to operating
income of $6.7 million in 2006.  The improvement is primarily the result of
improved product mix and price premiums on certain fabricated metal
products.  Adjusted EBITDA.  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  31   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, we 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.  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 statement 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.  For the
four months ended April 30, 2006, operating results for the discontinued
operations are as follows(dollars in millions):  Net sales

$
102.4Operating income

$
11.3Income before income taxes

$
11.4Income tax provision

1.9Net income

$
9.5   32   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 $53.7 million for the year ended
December 31, 2008, compared to $63.8 million for the year ended December 31,
2007, and net cash used in operating activities of $1.8 million for the year
ended December 31, 2006.  The decrease in net cash provided by operating
activities from 2007 to 2008 was primarily due to lower net income, partially
offset by positive changes in working capital.  The change in operating
cash flows from 2006 to 2007 was primarily due to increased net income from
continuing operations and positive changes in working capital.  Net
cash used in investing activities was $48.3 million for the year ended December
31, 2008, compared to net cash used in investing activities of $37.0 million for
the year ended December 31, 2007, and net cash provided by investing activities
of $273.8 million for the year ended December 31, 2006.  The increase from
2007 to 2008 was due primarily to higher capital expenditures.  The 2007
decrease from 2006 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.  Investing cash flows include capital expenditures of $42.9
million, $29.5 million and $47.0 million, related to our Printed Circuit Boards
segment during the years ended December 31, 2008, 2007 and 2006, respectively.
 Continued growth in our Printed Circuit Boards segment and advances in
technological requirements to meet customer needs were the primary drivers of
our investments in property and equipment in that segment.  Capital
expenditures related to our Assembly segment in each of 2008, 2007 and 2006 were
$5.8 million, $7.4 million and $5.6 million, respectively.  Non-recurring
cash outflows of investing activities during the year ended
December 31, 2006, also include capital expenditures related to our
former wire harness business of $3.0 million.  Net
cash provided by financing activities of $13.6 million for the year ended
December 31, 2008, related to net borrowings under our 2006 Credit Agreement
term loan facility of $15.5 million, offset by the payment of capital lease
obligations of $1.9 million.  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.  Financing
Arrangements  In
August 2006, we entered into a credit facility with UBS AG Hong Kong Branch and
UBS AG, Singapore Branch (together UBS) which provided us with $80.0 million
in revolving and term loans under a four-year, senior secured credit facility
(the 2006 Credit Agreement).  The facility was structured entirely as a
revolving credit facility until February 2008, at which time $20.0 million of
the facility converted 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.  In January 2008, we borrowed
$20.0 million under the 2006 Credit Agreement revolving  33   loan facility, which as of February 19, 2008, was converted to a
term loan (the Term Loan) as required by the original terms of the 2006 Credit
Agreement.  During the year ended December 31, 2008, we made scheduled
principal payments of $4.5 million.  The Term Loan is payable in quarterly
installments through July 2010, with remaining maturities of $7.5 million and
$8.0 million in 2009 and 2010, respectively.  Approximately $2.8 million of
letters of credit were outstanding under our 2006 Credit Agreement as of
December 31, 2008, which reduced the total available for revolving
loans.  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, 2008.  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.  During
2008 and 2007, we did not enter into any new capital leases obligations;
however, 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, 2008 and 2007, of $83.1 million and
$64.0 million, respectively.  At December 31, 2008, we had open letters of
credit issued in the amount of $2.8 million, and no outstanding borrowings under
the $60.0 million Facility B revolving credit facility of our 2006 Credit
Agreement, resulting in available credit of $57.3 million.  Given
the uncertainty about global economic conditions, management has and will
continue to focus on managing capital expenditures to respond to changing
economic conditions.  Subject to changes in customer demand and other
market conditions, we anticipate making capital expenditures of approximately
$40.0 million during 2009.  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 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.  Recent
instability in the financial markets has lead to the consolidation,
restructuring and closure of certain financial institutions.  Should any of
the financial institutions who maintain our cash deposits or who are party to
our 2006 Credit Agreement become unable to repay our deposits or honor their
commitments under our 2006 Credit Agreement, it could have a material adverse
effect on our liquidity.  As of December 31, 2008, approximately 20% of our
cash balances were on deposit with Citibank (China), which is a subsidiary of
Citigroup Inc.  As of February 27, 2009, the United States government
has taken certain actions to stabilize Citigroup Inc. in an effort to remove
uncertainty and restore confidence in that company.  Management has been
monitoring, and will continue to monitor, the stability of Citigroup, Inc. and
the appropriateness of our depository relationship with Citibank (China).   34   We continue to explore certain alternatives that may impact our
liquidity, including but not limited to acquisitions, debt refinancing, debt
retirement and equity offerings.  We can give no assurance of our ability
to execute any of these alternatives.  Off
Balance Sheet Arrangements  None.  Backlog  We
estimate that our backlog of unfilled orders as of December 31, 2008, was
approximately $78.0 million, which includes $54.1 million and $23.9 million from
our PCB and Assembly segments, respectively.  This compares to our backlog
of unfilled orders of $159.6 million at December 31, 2007, which included $101.3
million and $58.3 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.  The decline in backlog as
of December 31, 2008, when compared to December 31, 2007, is due
primarily to weaker customer demand resulting from global economic
conditions. 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, 2008, 2007 and 2006,
related to the monitoring and oversight agreement.  Critical Accounting Policies and Estimates  The
preparation of financial statements in conformity with U.S. 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.   35   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 an overall analysis of historical experience, past due status of the
entire accounts receivable balance, and the current economic environment.
 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.
 We utilize discounted and non-discounted cash flow models in our reviews,
and 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.  In
addition to performing the annual impairment tests for 2008 and 2007, we
reviewed the goodwill balance for impairment upon the announcement of our
restructuring plans on November 24, 2008.  No adjustments were
recorded to the balance of goodwill as a result of these reviews. In connection
with the restructuring plans announced in November 2008, we also reviewed the
balance of certain items of property, plant and equipment for impairment.
 As a result of this review we recorded a non-cash impairment charge of
$5.6 million during the fourth quarter of 2008.   36   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.  Derivative Financial Instruments and Fair Value
Measurements  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.  The
foreign exchange forward contracts are designated as cash flow hedges and are
accounted for at fair value.  As of January 1, 2008, we adopted SFAS No.
157, Fair Value Measurements (SFAS No. 157) for financial assets and
liabilities. SFAS No. 157 defines fair value, establishes a framework for
measuring fair value and expands disclosures about fair value measurements.
 We record deferred gains and losses related to cash flow hedges based on
their fair value using a market approach.  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, 2008 we have foreign exchange contracts outstanding which
hedge a notional amount of 840 million Chinese RMB at an average exchange rate
of 6.797 with a weighted average remaining maturity of six months.  Recently Adopted
Accounting Pronouncements  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 was effective as of the
beginning of 2008, and we have not elected the fair value option for any
financial instruments.  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  37   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 December 2007, the FASB issued SFAS No. 141 (revised
2007), Business Combinations (SFAS No. 141(R)).  SFAS
No. 141(R) changes the accounting for business combinations in a number of
areas including the treatment of contingent consideration, pre-acquisition
contingencies, transaction costs, in-process research and development and
restructuring costs. In addition, under SFAS No. 141(R), changes in an
acquired entitys deferred tax assets and uncertain tax positions after the
measurement period will impact income tax expense. SFAS No. 141(R) is
effective beginning in fiscal year 2009. This standard will change our
accounting treatment for business combinations on a prospective basis, when
adopted. In March 2008, the FASB issued SFAS No. 161, Disclosures
about Derivative Instruments and Hedging Activities, an amendment of FASB
Statement No. 133 (SFAS No. 161).  SFAS No. 161 requires
enhanced disclosures about an entitys derivative and hedging activities.
Entities will be required to provide enhanced disclosures about: (a) how
and why an entity uses derivative instruments; (b) how derivative
instruments and related hedge items are accounted for under SFAS No. 133
and its related interpretations; and (c) how derivative instruments and
related hedge items affect an entitys financial position, financial performance
and cash flows. We are required to adopt SFAS No. 161 beginning in fiscal
year 2009, and while it will impact our disclosures, it will not affect our
results of operations or financial condition.  Contractual Obligations  The
following table provides a summary of future payments due under contractual
obligations and commitments as of December 31, 2008:   38    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

31.5

-

-

52.52006
Credit Agreement

7.5

8.0

-

-

15.5Capital
lease payments

2.6

2.8

0.2

0.8

6.4Operating
leases

5.3

6.6

0.9

1.4

14.2Restructuring
payments

9.3

1.3

1.3

1.5

13.4Management
fees (a)

1.8

0.6

0.6

12.7

15.7Unrecognized
tax benefits (b)

1.6

-

-

-

1.6Disposition
agreements

0.2

-

-

-

0.2Deferred
compensation

0.1

0.2

0.2

1.9

2.4Purchase
orders

42.6

-

-

-

42.6Total

$
92.0

$
251.0

$
3.2

$
18.3

$
364.5 (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 as
the amounts are indeterminable.  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, 2008.
 The liability for unrecognized tax benefits of $16.2 million included in
other non-current liabilities at December 31, 2008, 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  As of
December 31, 2008, we had a $15.5 million outstanding 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.  As of December 31, 2008, our
variable rate debt bears interest at the London Inter-Bank Offer Rate (LIBOR)
plus 1.625% per annum.  Based on the December 31, 2008, LIBOR rate, we do
not believe a 10% movement in LIBOR would have a material effect on our
financial condition, operating results or cash flows.  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, 2008, 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 $22.0 million per year.   39   Commodity Price Risk  We
purchase diesel fuel to generate portions of our energy in certain of our
manufacturing facilities using 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 a history of substantial
increases in recent years.  Future 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
Independent Registered Public Accounting Firm
41Consolidated
Balance Sheets as of December 31, 2008 and 2007
42Consolidated
Statements of Operations for the years ended December 31, 2008, 2007
and 2006
43Consolidated
Statements of Stockholders Equity (Deficit) and Comprehensive Income
(Loss) for the years ended December 31, 2008, 2007 and 2006
44Consolidated
Statements of Cash Flows for the years ended December 31, 2008, 2007 and
2006
45Notes to
Consolidated Financial Statements
46   40    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, 2008 and 2007, and the related
consolidated statements of operations, stockholders equity (deficit) and
comprehensive income (loss), and cash flows for each of the three years in the
period ended December 31, 2008.  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, 2008 and 2007, and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2008, 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 quantifying
misstatements in current year financial statements.  /s/ Ernst & Young LLP St. Louis,
Missouri March 30, 2009  41   VIASYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in
thousands, except share data)  December 31,2008

2007ASSETSCurrent
assets:Cash
and cash equivalents

$
83,053

$
64,002Restricted
cash

303

303Accounts
receivable, net

96,564

135,326Inventories

70,419

81,058Prepaid
expenses and other

11,599

11,049Total
current assets

261,938

291,738Property,
plant and equipment, net

232,741

243,973Goodwill

79,485

79,485Intangible
assets, net

5,780

6,904Deferred
financing costs, net

3,917

5,980Other
assets

2,181

1,153Total
assets

$
586,042

$
629,233LIABILITIES
AND STOCKHOLDERS EQUITYCurrent
liabilities:Current
maturities of long-term debt

$
9,617

$
1,796Accounts
payable

74,668

112,765Accrued
and other liabilities

50,832

59,913Income
taxes payable

7,224

4,517Deferred
taxes

479

2,287Total
current liabilities

142,820

181,278Long-term
debt, less current maturities

211,046

204,817Deferred
taxes

-

411Other
non-current liabilities

32,882

35,473Total
liabilities

386,748

421,979Commitments
and contingenciesStockholders
equity:Common
stock; $0.01 par value, 1,000 shares authorized, issued and
outstanding

-

-Paid-in
capital

2,437,792

2,437,177Accumulated
deficit

(2,242,445)

(2,236,742)Accumulated
other comprehensive income

3,947

6,819Total
stockholders equity

199,294

207,254Total
liabilities and stockholders equity

$
586,042

$
629,233  See
accompanying notes to consolidated financial statements.  42   VIASYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in
thousands)   Year Ended December 31,2008

2007

2006Net sales
$
712,830

$
714,343

$
734,992Operating expenses:Cost
of goods sold, exclusive of items shown separately
568,356

570,384

601,232Selling, general and administrative
52,475

58,215

56,325Depreciation
53,285

49,704

45,422Amortization
1,243

1,269

1,325Restructuring and impairment
15,069

278

(4,915)Operating income
22,402

34,493

35,603Other expense (income):Interest expense, net
21,815

21,687

30,715Amortization of deferred financing
costs
2,063

2,065

1,678Loss on early extinguishment of
debt
-

-

1,498Other, net
(711)

277

1,406(Loss) income before income taxes
(765)

10,464

306Income tax provision
4,938

(6,853)

18,514(Loss) income from continuing operations
(5,703)

17,317

(18,208)Income from discontinued operations, net of tax
-

-

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

-

211,170Net (loss) income
$
(5,703)

$
17,317

$
202,437  See
accompanying notes to consolidated financial statements.  43   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, 2005
$
-

$
2,433,587

$
(2,437,655)

$
2,340

$
(1,728)Cumulative
effect of adoption of
SAB
No. 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

207,254Comprehensive
income (loss):Net
loss
-

-

(5,703)

-

(5,703)Change
in fair value of derivatives, net of
taxes of $0
-

-

-

(2,872)

(2,872)Total
comprehensive loss








(8,575)Stock
compensation expense, net of taxes
of
$0
-

615

-

-

615Balance at
December 31, 2008
$
-

$
2,437,792

$
(2,242,445)

$
3,947

$
199,294  Accumulated other
comprehensive income at December 31, 2008 and 2007, includes the following:  2008

2007Foreign
currency translation
$
6,469

$
6,469Unrecognized
(loss) gain on derivatives
(2,522)

350$
3,947

$
6,819  See
accompanying notes to consolidated financial statements.   44   VIASYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in
thousands)  Year Ended
December 31,2008

2007

2006Cash flows from operating
activities:Net (loss)
income

$
(5,703)

$
17,317

$
202,437Adjustments
to reconcile net (loss) income to
net cash
provided by (used in) operating activities:Depreciation
and amortization

54,528

50,973

49,229Impairment
of assets

5,558

-

438Amortization
of deferred financing costs

2,063

2,065

1,678Non-cash
stock compensation expense

615

2,085

1,505Non-cash
impact of exchange rate changes

(631)

595

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

671

967

(5,200)Deferred
taxes

(2,822)

(1,120)

(403)Gain on
sale of discontinued operations, net of tax

-

-

(211,170)Non-cash
portion of loss on early extinguishment of debt

-

-

1,313Change in
assets and liabilities:Accounts
receivable

38,762

(3,831)

(18,401)Inventories

10,639

4,127

(6,664)Prepaid
expenses and other

(1,456)

4,114

(6,756)Intercompany
receivable with Viasystems Group, Inc

-

-

2,903Accounts
payable

(38,097)

(2,345)

(13,251)Accrued and
other liabilities

(13,096)

(12,523)

(1,928)Income
taxes payable

2,707

1,370

2,432Net cash
provided by (used in) operating activities

53,738

63,794

(1,838)Cash flows from investing
activities:Capital
expenditures

(48,925)

(37,197)

(55,940)Proceeds
from disposals of property, plant and equipment

663

205

21,831Net
proceeds from disposal of business

-

-

307,927Net cash
(used in) provided by investing activities

(48,262)

(36,992)

273,818Cash flows from financing
activities:Proceeds
from borrowing under credit facilities

20,000

-

-Repayment
of amounts due under credit facilities

(4,500)

-

(262,350)Repayment
of other long-term and capital lease obligations

(1,925)

(754)

(4,865)Financing
and other fees

-

-

(3,331)Net cash
provided by (used in) financing activities

13,575

(754)

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

-

-

597Net change in cash and cash
equivalents

19,051

26,048

2,031Cash and cash equivalents,
beginning of year

64,002

37,954

35,923Cash and cash equivalents, end
of year

$
83,053

$
64,002

$
37,954Supplemental cash flow
information:
Interest
paid

$
22,152

$
21,585

$
36,393Income
taxes paid, net

$
6,400

$
7,804

$
7,696Significant non-cash investing
and financing activities:Capital
lease

$
-

$
-

$
11,594   See accompanying notes to consolidated
financial statements.  45   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.  46    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, historical experience and current economic
conditions.  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
for the amount by which the carrying value of the asset exceeds its fair value.
 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  47   indefinite-lived intangible assets are no longer amortized but are
reviewed for impairment at least annually and, if a triggering event were to
occur in an interim period.  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.  The foreign exchange forward contracts are designated as
cash flow hedges and 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 (loss), 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 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).   48   There was no translation adjustment recorded for the year ended
December 31, 2008, and the net translation adjustment for the years ended
December 31, 2007 and 2006, were losses of $44 (net of tax of $0) and gains
of $4,248 (net of tax of $0), respectively.  The 2007 amount represents an
adjustment as a result of the reversal of cumulative translation adjustments
required in connection with the liquidation of foreign investments.  The
2006 amount 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 remeasuring 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  As of
January 1, 2008, the Company adopted the provisions of SFAS No. 157, Fair
Value Measurements (SFAS No. 157) for financial assets and
liabilities. SFAS No. 157 defines fair value, establishes a framework for
measuring fair value, expands disclosures about fair value measurements, and
established a three-tier fair value hierarchy which prioritizes the inputs used
in measuring fair value as follows:  Level 1 - observable inputs such as
quoted prices in active markets; Level 2 - inputs, other than quoted market
prices in active markets, which are observable, either directly or indirectly;
and Level 3 - valuations derived from valuation techniques in which one or more
significant inputs are unobservable.  In addition, SFAS No. 157 discusses
valuation techniques which may be used, including the market approach, using
comparable market prices; the income approach, using present value of future
income or cash flow; and the cost approach, using the replacement cost of
assets. Under the provisions of FASB Staff Position No. FAS 157-2, Effective
Date of FASB Statement No. 157, the Company elected to defer the adoption of
SFAS No. 157 until 2009 for nonfinancial assets and liabilities.  The Company records deferred gains and losses related to cash flow
hedges based on the fair value of active derivative contracts on the reporting
date, as determined using a market approach (see Note 12).  As quoted
prices in active markets are not available for identical contracts, Level 2
inputs are used to determine fair value.  These inputs include quotes for
similar but not identical derivative contracts and market interest rates which
are corroborated with publicly available market information.  Upon adoption
of SFAS No. 157, Level 3 inputs were used to determine the opening fair value of
the Companys active derivative contracts.  Subsequently, the Company was
able to corroborate the fair value using Level 2 inputs.  As a result, the
Company has reclassified all of its derivative contracts which were active as of
January 1, 2008, to Level 2. 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 estimated fair market values of the Companys long-term debt
instruments and cash flow hedges are as follows: December 31,2008

2007Senior subordinated Notes due 2011

$150,000

$194,2502006 Credit Agreement

15,500

-Cash flow hedges

(2,522)

350  The
Company determined the 2008 and 2007 fair value of the Senior Subordinated Notes
due 2011 (Senior Notes) using quoted market prices for the Senior Notes.
 As the balance owed on the 2006 Credit Agreement bears interest at a
variable rate, the carrying value of 2006 Credit Agreement approximates its fair
value.  There was no balance outstanding on the Companys 2006 Credit
Agreement at December 31, 2007.   49   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.  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
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  50   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,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).  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.  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   51   In December 2007, the FASB issued SFAS No. 141 (revised
2007), Business Combinations (SFAS No. 141(R)).  SFAS
No. 141(R) changes the accounting for business combinations in a number of
areas including the treatment of contingent consideration, pre-acquisition
contingencies, transaction costs, in-process research and development and
restructuring costs.  In addition, under SFAS No. 141(R), changes in
an acquired entitys deferred tax assets and uncertain tax positions after the
measurement period will impact income tax expense.  SFAS No. 141(R) is
effective beginning in fiscal year 2009.  This standard will change the
Companys accounting treatment for business combinations on a prospective basis,
when adopted. In March 2008, the FASB issued SFAS No. 161, Disclosures
about Derivative Instruments and Hedging Activities, an amendment of FASB
Statement No. 133 (SFAS No. 161).  SFAS No. 161 requires
enhanced disclosures about an entitys derivative and hedging activities.
 Entities will be required to provide enhanced disclosures about:
(a) how and why an entity uses derivative instruments; (b) how
derivative instruments and related hedge items are accounted for under SFAS
No. 133 and its related interpretations; and (c) how derivative
instruments and related hedge items affect an entitys financial position,
financial performance and cash flows.  The Company is required to adopt
SFAS No. 161 beginning in fiscal year 2009, and while it will impact our
disclosures, it will not affect our results of operations or financial
condition.  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: 2008

2007

2006Balance, beginning of year

$
2,104

$
3,333

$
3,678Provision

2,341

1,269

1,039Write-offs, credits and adjustments

(1,251)

(2,498)

(1,384)Balance, end of year

$
3,194

$
2,104

$
3,333  For the
years ended December 31, 2008, 2007 and 2006, sales to the Companys ten
largest customers accounted for approximately 73.3%, 76.2% and 73.7% 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

2008

2007

2006Alcatel-Lucent
SA (a)

16.3%

20.2%

20.8%Continental AG
(b)

13.4

(c)

(c)Siemens AG
(b)

(c)

12.4

13.7Bosch
Group

11.2

10.7

10.1General
Electric Company

10.2

(c)

(c) (a)    Alcatel
SA and Lucent Technologies, Inc. merged during 2006.  Amounts represent
sales to both the individual   companies prior to the merger and the combined
companies after the merger.     (b) In December 2007, Continental AG
concluded the purchase of the automotive parts business unit of Siemens
AG.  Sales to that business unit in 2008 are included in the table for
Continental AG.  Sales to that business unit in 2007 and 2006 are included
in the table for Siemens AG.  Through its other business units, Siemens AG
remains a customer. (c) Represents less than ten percent of consolidated net sales.  Sales
to Alcatel-Lucent SA, Siemens AG and General Electric Company occurred in both
the Printed Circuit Boards and Assembly segments.  Sales to Continental AG
and Bosch Group occurred in the Printed Circuit Boards segment.   52   3.  Inventories  The composition of inventories at December 31, is as follows: 2008

2007Raw materials

$
26,388

$
28,359Work in process

18,488

22,588Finished goods

25,543

30,111Total

$
70,419

$
81,058  4. Property, Plant and Equipment  The
composition of property, plant and equipment at December 31, is as follows:  2008

2007Land and buildings

$
54,885

$
54,016Machinery, equipment and systems

422,489

399,599Leasehold improvements

40,355

38,466Construction in progress

1,537

4,195519,266

496,276Less: Accumulated depreciation

(286,525)

(252,303)Total

$
232,741

$
243,973  During
the year ended December 31, 2008, as a result of restructuring activities (see
Note 6), the Company recorded a charge for the impairment of certain property
plant and equipment of $5,558, and reduced the gross book value and accumulated
depreciation of related assets by $19,593 and $14,035, respectively.  5. Goodwill and Other Intangible Assets  The
goodwill balance relates entirely to the Companys Printed Circuit Boards
segment.  The balance of goodwill as of December 31, 2008 and 2007, was
$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.
 In addition to performing the annual impairment tests for 2008, 2007 and
2006, the Company reviewed the goodwill balance for impairment upon the
announcement of its restructuring plans (see Note 6) on November 24, 2008.
 No adjustments were recorded to goodwill as a result of these reviews.  The components of intangible assets subject to amortization were
as follows: December 31,
2008

December 31,
2007Gross
Carrying
Amount

Accumu-lated
Amortiza-tion

Net
Book
Value

Gross
Carrying
Amount

Accumu-lated
Amortiza-tion

Net
Book
ValueDeveloped
technologies
$
20,371

$
(15,200)

$
5,171

$
20,371

$
(14,274)

$
6,097Other
2,385

(1,776)

609

2,266

(1,459)

807Total
$
22,756

$
(16,976)

$
5,780

$
22,637

$
(15,733)

$
6,904   53   The Company paid $119 and $256 for capitalizable patent costs
during the years ended December 31, 2008 and 2007, respectively.  The
expected future annual amortization expense of definite-lived intangible assets
for the next five fiscal years is as follows: 2009

$
1,1822010

1,1012011

1,0452012

9712013

939Thereafter

542Total

$
5,780  6. Restructuring and Impairment  In
light of the global economic downturn which began towards the end of 2008, and
as part of the Companys ongoing efforts to align capacity, overhead costs and
operating expenses with market demand, the Company initiated restructuring
activities during the fourth quarter of 2008.  These activities are
expected to be concluded during the first half of 2009, and include the shutdown
of the Companys metal fabrication facility in Milwaukee, Wisconsin, and its
satellite final-assembly and distribution facility in Newberry, South Carolina;
as well as workforce reductions across the Companys global operations.  The
reserve for restructuring activities at December 31, 2007, was related to
restructuring activities initiated during 2001 to adjust the Companys cost
position relative to anticipated levels of business.  These restructuring
activities were a result 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.  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, 2008, 2007 and 2006:  Year Ended December 31, 200812/31/07

Charges

Reversals

Total

Cash Payments

Adjustments

12/31/08Restructuring
activities:Personnel
and severance
$
349

$
9,511

$
-

$
9,511

$
(964)

$
-

$
8,896Lease
and other contractual
commitments
4,818

-

-

-

(870)

(722)
(a)
3,226Asset
impairments
-

5,558

-

5,558

-

(5,558)

-Total
restructuring and impairment charges
$
5,167

$
15,069

$
-

$
15,069

$
(1,834)

$
(6,280)

$
12,122 (a)  Represents $1,044 decrease due to changes in foreign
currency exchange rates, net of $322 of accretion of interest on discounted
restructuring liabilities. 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
(b)
4,818Total
restructuring and impairment charges
$
6,067

$
278

$
-

$
278

$
(1,517)

$
339

$
5,167 (b) Represents accretion of interest on discounted restructuring
liabilities.   54    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
(c)
5,471Asset
impairments
-

438

(5,463)

(5,025)

-

5,025
(d)
-Total
restructuring and impairment



charges
$
5,942

$      1,971

$
(6,886)

$
(4,915)

$
(4,955)

$
9,995

$
6,067 (c) Represents $4,139 of lease termination costs and $831 of lifetime
medical benefits for former employees which were recorded as a direct charge to
accumulated deficit in connection with the adoption of SAB No. 108 (see Note 1). (d) Represents a $5,463 gain on disposal of fixed assets, net of $438
of non-cash activity associated with asset impairment.  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
Payments2009

$
9,3102010

6702011

6662012

6612013

655Thereafter

1,430Total

13,392Less:
Amounts representing interest

(1,270)Restructuring liability

$
12,122  2008 Restructuring and Impairment  In the
Companys Form 8-K filed on November 24, 2008, the Company announced plans to
close its manufacturing facility in Milwaukee, Wisconsin and its final assembly
and distribution facility in Newberry, South Carolina.  In addition, the
Company announced other workforce reductions across its global operations.
 The Company estimates the total cost of these activities, including asset
impairments, will approximate $22,000, with approximately $10,000 related to
headcount reduction costs, $6,000 related to non-cash asset impairments, and the
remainder related to lease termination and other costs.  The Company
expects the $22,000 of costs and charges will be incurred in the Printed Circuit
Boards segment and Assembly segment in the amounts of $10,000 and $12,000,
respectively.  For the
year ended December 31, 2008, the Company recorded restructuring charges of
$15,069 which included $9,511 related to headcount reductions and $5,558 of
non-cash asset impairment charges.  For the purpose of calculating the
asset impairment charge, the Company determined the fair value of the related
assets using the sales comparison approach.  The Company expects it will
incur additional restructuring charges in 2009 and 2010 totaling approximately
$6,900 related primarily to lease terminations and other closure costs as it
completes its restructuring plans.  2007 Restructuring and Impairment  The
Company incurred $278 in restructuring and impairment charges for the year ended
December 31, 2007, related to closed facilities sold late in 2006.  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,  55   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, 2008, the Company has placed $303 in escrow,
which is included in restricted cash, pending the final resolution of the
related obligations.  7. Accrued and Other Liabilities  The composition of accrued and other liabilities at December 31,
is as follows: 2008

2007Accrued payroll and related costs

$
12,130

$
17,910Accrued interest

9,919

9,698Accrued restructuring costs - current

9,310

990Accrued other

19,473

31,315Total

$
50,832

$
59,913  8. Long-Term Debt  The
composition of long-term debt at December 31, is as follows:  2008

2007Senior Subordinated Notes due 2011

$
200,000

$
200,0002006 Credit Agreement:Term loan

15,500

-Revolving credit loans

-

-Capital leases

5,163

6,613220,663

206,613Less: Current maturities

(9,617)

(1,796)$
211,046

$
204,817  The
schedule of principal payments for long-term debt at December 31, 2008, is as
follows:  2009

$
9,6172010

10,3292011

200,0452012

502013

55Thereafter

567Total

$
220,663  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, 2010, at the redemption price of 102.625%, which is inclusive of a
make-whole premium.  Subsequent to January 15, 2010, the Company may
redeem the 2011 Notes at the redemption price of 100%.  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.  56   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 consists of
two facilities, as follows:  Facility A  Revolver/Term Loan
U.S.  $ 20,000Facility B  Revolver/Letters of Credit
U.S.  $ 60,000  In
January 2008, the Company borrowed $20,000 under Facility A, which in accordance
with the original terms of the 2006 Credit Agreement was converted to a term
loan, that is payable in quarterly installments through July 2010.
 Throughout the entire term of the 2006 Credit 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 1.625% per annum.  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, 2008, there was $15,500 outstanding under Facility A, with
remaining maturities of $7,500 and $8,000 in 2009 and 2010, respectively.
 There was no balance outstanding under Facility A at
December 31, 2007.  As of December 31, 2008 and 2007, there were
no borrowings outstanding under the Facility B revolving credit facility;
however, the Company secured issuance of letters of credit totaling $2,750 and
$5,400 under the Facility B as of December 31, 2008 and 2007, respectively.
 As of December 31, 2008, approximately $57,250 of the facilities was
unused and available.  The weighted average interest rate on outstanding
borrowings during the years ended December 31, 2008 and 2007, were
4.6% and 0.0%, 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 loan 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.   57   During the year ended December 31, 2006, the Company recognized a
loss on early extinguishment of debt of $1,498 related to 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 2008 and 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.  9. Commitments  The
Company leases certain buildings, transportation and other equipment under
capital and operating leases.  As of December 31, 2008 and 2007, there was
equipment held under capital leases with a cost basis of $12,007 included in
property, plant and equipment.  The Company recorded accumulated
depreciation related to this equipment of $2,285 and $1,201 as of December 31,
2008 and 2007, respectively.  Total rental expense under operating leases
was $5,285, $5,115, and $5,823 for the years ended December 31, 2008, 2007 and
2006, 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, 2008, are as follows:  Capital

Operating2009

$
2,634

$
5,2802010

2,634

4,3792011

117

2,1852012

117

5592013

117

372Thereafter

819

1,415Total

6,438

$
14,190Less: Amounts representing interest

1,275Capital lease obligations

$
5,163  10. 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.  At
December 31, 2008 and 2007, other non-current liabilities include
$13,486, and $13,412 of accruals for potential claims in connection with such
indemnities.  58   The Companys charter 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. 11. Income Taxes  The Company accounts for income taxes in accordance with the
provisions of SFAS No. 109, Accounting for Income Taxes.  The income
tax provision for the years ended December 31, 2008, 2007 and 2006, consists of
the following: 2008

2007

2006Current:Federal

$
17

$
(316)

$
(49)State

27

22

-Foreign

7,716

(5,237)

18,9667,760

(5,531)

18,917Deferred:Federal

-

-

-State

-

-

-Foreign

(2,822)

(1,322)

(403)(2,822)

(1,322)

(403)Total

$
4,938

$
(6,853)

$
18,514  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, 2008,
2007 and 2006, is summarized below:  2008

2007

2006U.S. Federal statutory rate

$
(268)

$
3,662

$
107State taxes, net of federal benefit

27

2

(78)Non-deductible items

10,140

6,629

1,521Foreign tax rate differences

(3,043)

(3,125)

11,444AMT rate difference

1,880

(1,073)

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

(3,539)

(2,797)

7,250Tax reserve adjustments

(900)

(8,763)

-Foreign dividend reinvestment tax credit

-

(3,223)

-Foreign tax law changes

(2,280)

1,674

-Other

2,921

161

(1,730)$   4,938

$
(6,853)

$
18,514   59   The tax effects of significant temporary differences representing
deferred tax assets and liabilities at December 31, 2008 and 2007, are
as follows:  2008

2007Deferred tax assets:Net operating loss carryforwards

$
290,091

$
285,034Capital loss carryforwards

98,793

123,133AMT credit carryforwards

1,508

4,423Foreign tax credit carryforward

-

3,057Accrued liabilities not yet deductible

11,765

14,355Property, plant and equipment

3,290

2,651Other

4,658

2,709410,105

435,362Valuation allowance

(403,563)

(431,143)6,542

4,219Deferred tax liabilities:Intangibles

(283)

(283)Other

(6,135)

(6,634)(6,418)

(6,917)Net deferred tax assets (liabilities)

$              
124

$
(2,698)  The domestic and foreign (loss) income before income tax provision
are as follows: Year Ended
December 31,2008

2007

2006Domestic

$(9,100)

$(282)

$9,348Foreign

8,335

10,746

(9,042)$ (765)

$10,464

$306
    In connection with the Companys reorganization under Chapter 11
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 $1,935, $338 and $696 of additional income tax expense for December 31,
2008, 2007 and 2006, respectively, based on the applicable tax rates ranging
from 12% to 27%.  60   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, 2008 and 2007, were $17,753
and $19,399, respectively.  The liability for unrecognized tax benefits
decreased by $1,646 from December 31, 2007, to December 31, 2008.  The
decrease was due to the settlement of prior uncertain tax positions partially
offset by 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 $1,421
payment and a $4,331 reversal in the liability for uncertain tax positions.
 Included in the December 31, 2008, balance was $17,753 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 $1,600 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 consolidated balance sheets 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, 2008 and 2007, other
non-current liabilities include $16,153 and $17,409 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 December 31, 2008, the total
unrecognized tax benefit in the consolidated balance sheet included a liability
of $4,109 related to accrued interest and penalties on unrecognized tax
benefits.  For the year ended December 31, 2008, the income tax
provision included in the Companys consolidated statement of operations
included a net $180 benefit related to interest and penalties on unrecognized
tax benefits which included a $1,521 reversal of the liability related to a
prior uncertain tax position. As of
December 31, 2008, 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, excluding related interest and penalties, for the
year ended December 31, 2008. Balance at
December 31, 2007
$
14,717Tax positions
related to current year:Additions
2,470Reductions
-Tax positions
related to prior years:Additions
-Reductions
(2,500)Settlements
(1,043)Lapses
in statutes of limitations
-Balance
at December 31, 2008
$
13,644   61   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, 2008, 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, 2008 and 2007,
gains of $1,197 and $77 respectively, were recorded in cost of goods sold
related to settled currency forward contracts.  At
December 31, 2008, deferred losses of $2,522 (net of tax of $0) related to cash
flow hedges were recorded in accrued and other liabilities and other accumulated
comprehensive income on the consolidated balance sheet.  At December 31,
2007, deferred gains of $350 (net of tax of $0) related to cash flow hedges were
recorded in prepaid expenses and other and accumulated other comprehensive
income on the consolidated balance sheet.  The deferred losses and gains
were measured using Level 2 inputs (see Note 1).  There was no
ineffectiveness recorded in earnings as of December 31, 2008.  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,
2008:  Notional Amount

Weighted Average Remaining Maturity in Months

Average Exchange RateCash flow
hedges:Chinese
RMB

840,000

6.0

6.797Deferred loss,
net of tax

$
2,522  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  62   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, 2008, 169,378 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:  2008

2007

2006Cost of goods sold

$
91

$
217

$
22Selling, general and administrative

524

1,868

1,378$
615

$
2,085

$
1,400  At
December 31, 2008, unrecognized compensation expense totaled approximately
$1,198 and will be recognized over a weighted average period of approximately 9
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:   2008

2007

2006Expected life of options

5
years

5
years

5
yearsRisk-free interest rate

2.71%

4.02% to 4.76%

4.66% to 5.13%Expected volatility of stock

52%

54% to 64%

50%Expected dividend yield

None

None

None  The
weighted average grant date fair value of options granted was $6.13 for 2008,
$6.44 for 2007 and $6.24 for 2006.  Presented below is a summary of stock option plans activity for
the years and as of the dates shown:  2008

2007

2006Options

Exercise Price (1)

Options

Exercise Price (1)

Options

Exercise Price (1)Beginning balance

2,765,600

$
12.63

2,568,400

$
12.63

2,698,800

$
12.63Granted

12,000

12.63

475,000

12.63

81,600

12.63Exercised

-

-

-

-

-

-Forfeited

(169,200)

12.63

(277,800)

12.63

(212,000)

12.63Ending balance

2,608,400

$
12.63

2,765,600

$
12.63

2,568,400

$
12.63Exercisable at year end

2,313,185

$
12.63

2,349,713

$
12.63

2,294,053

$
12.63 (1) Weighted average. As of
December 31, 2008, the weighted average remaining contractual life of
outstanding options was 5.2 years, and the weighted average remaining
contractual life of exercisable options was 4.8 years.  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  63   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 was accounted for as a discontinued operation in accordance with
SFAS No. 144.  In connection with the disposal of the wire harness
business, the Company reevaluated its operating segments based on the
application of SFAS No. 131, and identified two segments: (i) Printed
Circuit Boards and (ii) Assembly.  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.  Operating expenses of the Companys corporate headquarters are
allocated to each of the Companys segments; while the assets and liabilities of
the Companys corporate headquarters have not been allocated and remain in Other
for purpose of segment disclosures.  During 2008, the Company refined its
methodology for allocating operating expenses of the Companys corporate
headquarters to its segments to better reflect the efforts undertaken to support
each segment.  Previously these costs were allocated based solely on each
segments percentage of total net sales.  For the years ended
December 31, 2007 and 2006, operating income has been restated to conform
to the presentation in the current period.  Inter-segment sales are
eliminated in consolidation.  The accounting policies of the segments are
the same as those described in Note 1.  Total assets by
segment are as follows:  December
31,2008

2007Total assets:Printed Circuit Boards

$  435,664

$       478,690Assembly

113,392

113,092Other

36,986

37,451Total assets

$586,042

$629,233
 64      Net sales and
operating income (loss) by segment are as follows: 2008

2007

2006Net sales to external customers:Printed Circuit Boards

$
471,386

$
471,211

$
489,108Assembly

241,444

243,132

245,261Other

-

-

623Total from continuing operations

$
712,830

$
714,343

$
734,992Intersegment sales:Printed Circuit Boards

$
18,398

$
18,616

$
18,083Assembly

-

-

-Other

-

-

-Total from continuing operations

$
18,398

$
18,616

$
18,083Operating income (loss):Printed Circuit Boards

$
24,217

$
27,613

$
23,577Assembly

(1,815)

7,156

6,738Other

-

(276)

5,288Total operating income (loss)

22,402

34,493

35,603Interest expense, net

21,815

21,687

30,715Amortization of deferred financing costs

2,063

2,065

1,678Loss on early extinguishment of debt

-

-

1,498Other, net

(711)

277

1,406(Loss) income before income taxes

$         
(765)

$
10,464

$
306  For the year ended December 31, 2008, the Company recorded
restructuring charges of $9,935 and $5,134 in the Printed Circuit Boards and
Assembly segments, respectively.  Of these charges, $1,690 and $3,868 were
non-cash asset impairment charges in the Printed Circuit Boards and Assembly
segments, respectively.  No restructuring charges were incurred in the
Printed Circuit Boards and Assembly segments in 2007 and 2006.  Capital
expenditures and depreciation expense by segment are as follows:  2008

2007

2006Capital expenditures:Printed Circuit Boards

$
42,920

$
29,549

$
47,012Assembly

5,758

7,372

5,567Other

247

276

322Continuing operations

48,925

37,197

52,901Discontinued operations

-

-

3,039Total capital expenditures

$
48,925

$
37,197

$
55,940Depreciation expense:Printed Circuit Boards

$
46,244

$
43,686

$
39,219Assembly

7,041

6,018

6,203Other

-

-

-Total depreciation expense

$
53,285

$
49,704

$
45,422   65   Net sales by country of destination are as follows:  Year Ended December 31,2008

2007

2006United
States

$
264,490

$
263,680

$
272,695Peoples
Republic of China

147,638

170,579

151,317Germany

56,951

50,167

63,265France

29,827

40,425

42,733Malaysia

19,844

26,121

34,561Hungary

18,734

20,788

12,249Mexico

18,570

12,743

17,280Belgium

17,372

31,999

31,043Czech
Republic

16,009

15,945

11,937Canada

14,115

9,824

5,063United Kingdom

10,309

9,277

9,291Singapore

9,922

6,893

8,203Portugal

8,688

7,414

4,858Italy

7,418

8,791

8,930Poland

7,271

2,357

-Spain

6,872

6,839

5,295India

6,520

1,344

1,867Norway

6,194

4,338

-Japan

6,191

1,813

757Other

39,895

23,006

53,648Total

$
712,830

$
714,343

$
734,992  Property, plant and equipment, net by country are as follows:  December 31,2008

2007Peoples Republic of China

$
225,222

$
233,150Mexico

3,571

3,722United States

3,948

7,101$
232,741

$
243,973  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 2007.  In the
accompanying consolidated statement 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.   66   For the four months ended April 30, 2006, operating results for
the discontinued operations were as follows:  Net sales

$
102,358Operating income

$
11,322Income before income taxes

$
11,388Income tax provision

1,913Net income

$
9,475  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.  67   Balance Sheet as of December 31, 2008 Viasystems,
Inc.

Total
Guarantors

Total
Non-
Guarantors

Eliminations

Viasystems,
Inc.
ConsolidatedASSETS
Cash and cash
equivalents
$
391

$
29,468

$
53,194

$
-

$
83,053Restricted cash
-

303

-

-

303Accounts receivable,
net
-

16,530

80,034

-

96,564Inventories
-

11,705

58,714

-

70,419Other current assets
-

1,494

10,105

-

11,599Total
current assets
391

59,500

202,047

-

261,938Property,
plant and equipment, net
-

7,519

225,222

-

232,741Investment in
subsidiaries
665,674

348,167

-

(1,013,841)

-Other assets
3,976

115

87,272

-

91,363Total
assets
$
670,041

$
415,301

$
514,541

$  (1,013,841)

$
586,042LIABILITIES
AND
STOCKHOLDERS 
EQUITYCurrent
maturities of long-term debt
$                -

$              
-

$
9,617

$
-

$
9,617Accounts payable
-

6,917

67,751

-

74,668Accrued and other
liabilities
9,904

12,830

35,801

-

58,535Total
current liabilities
9,904

19,747

113,169

-

142,820Long-term
debt, less current maturities
200,000

-

11,046

-

211,046Other non-current
liabilities
-

10,635

22,247

-

32,882Intercompany
payable (receivable)
264,427

(278,251)

13,824

-

-Total
liabilities
474,331

(247,869)

160,286

-

386,748Total paid-in capital and accumulated
deficit
195,347

665,674

348,167

(1,013,841)

195,347Accumulated other comprehensive
income
363

(2,504)

6,088

-

3,947Total
liabilities and stockholders equity
$
670,041

$
415,301

$
514,541

$
(1,013,841)

$
586,042   68    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 EQUITYCurrent
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
$
664,003

$
428,178

$
544,782

$
(1,007,730)

$
629,233   69   Statement of Operations for the year ending December 31,
2008 Viasystems, Inc.

Total
Guarantors

Total Non-
Guarantors

Eliminations

Viasystems, Inc.
ConsolidatedNet
sales

$
-

$
157,400

$
621,707

$
(66,277)

$
712,830Operating
expenses:Cost
of goods sold

91

146,350

488,192

(66,277)

568,356Selling,
general and administrative

524

15,210

36,741

-

52,475Depreciation

-

3,539

49,746

-

53,285Amortization

317

-

926

-

1,243Restructuring
and impairment

-

4,606

10,463

-

15,069Operating
(loss) income

(932)

(12,305)

35,639

-

22,402Other expense
(income):Interest
expense, net

11,295

(23,488)

34,008



21,815Amortization
of deferred financing costs

1,231

-

832

-

2,063Other,
net

(26)

729

(1,414)

-

(711)Equity
in (earnings) loss in subsidiaries

(7,729)

1,618

-

6,111

-Income
(loss) before income taxes

(5,703)

8,836

2,213

(6,111)

(765)Income tax
provision

-

1,107

3,831

-

4,938Net (loss)
income

$
(5,703)

$
7,729

$
(1,618)

$
(6,111)

$
(5,703)  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
(loss) income

(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

-

2,065Other,
net

945,796

(835,986)

(109,533)

-

277Equity
in (earnings) loss 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

-

434

(7,287)

-

(6,853)Net income
(loss)

$
17,317

$
973,509

$
126,167

$(1,099,676)

$
17,317   70   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
(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  Statement of Cash Flows for the year ending December 31,
2008 Viasystems, Inc.

Total
Guarantors

Total Non-
Guarantors

Eliminations

Viasystems, Inc.
ConsolidatedNet
cash (used in) provided by operating activities
$        
(262)

$
5,120

$
48,880

$
-

$
53,738Net
cash (used in) provided by investing activities
-

(4,116)

(44,146)

-

(48,262)Net
cash (used in) provided by financing activities
-

-

13,575

-

13,575Net
change in cash and cash equivalents
(262)

1,004

18,309

-

19,051Cash
and cash equivalents, beginning of year
653

28,464

34,885

-

64,002Cash
and cash equivalents, end of year
$
391

$
29,468

$
53,194

$
-

$
83,053  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 (used in) provided by operating activities
$
269

$
(45,486)

$
43,379

$

$
(1,838)Net
cash (used in) provided by 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  71      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 $465,
$474 and $440 for the years ended December 31, 2008, 2007 and 2006,
respectively. 18. Research and Development  Research, development and engineering expenditures for the
creation and application of new products and processes were approximately
$2,157, $3,397 and $2,791 for the years ended December 31, 2008, 2007 and 2006,
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, 2008, 2007 and 2006.  The Company made cash
payments of $1,500, $1,500, and $750 to HMTF related to these expenses during
the years ended December 31, 2008, 2007 and 2006, respectively.  At
December 31, 2008, $1,500 is included in accrued and other liabilities for
amounts due under this agreement. Compensation of Directors  For the years 2008 and 2007 the Chairman of the Board received an
annual fee of $130 and $120, respectively.  Directors (other than the
Chairman) who are not executive officers received an annual fee of $35 and $30
in 2008 and 2007, respectively.  In addition, each Audit Committee and
Compensation Committee member received an annual fee of $12 and $10 in 2008 and
2007, respectively; and the Chairman of the Audit Committee and Compensation
Committee each received an additional fee of $7 and $5 in 2008 and 2007,
respectively.  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. Other The Company has a receivable of $804 as of December 31, 2008 and
2007, from Group related to certain expenses paid by the Company for the benefit
of Group.  72   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 Viasystems management, including
Viasystems Chief Executive Officer and Chief Financial Officer, Viasystems has
evaluated the effectiveness of Viasystems disclosure controls and procedures
(as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as
amended) as of December 31, 2008.  Based on that evaluation,
Viasystems Chief Executive Officer and Chief Financial Officer concluded that,
as of December 31, 2008, such disclosure controls and procedures were
effective in ensuring information required to be disclosed by Viasystems 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) 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 be detected. Our disclosure controls and procedures are designed to
provide a reasonable level of assurance that their objectives are achieved.  (c) 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, 2008, under the supervision and with the
participation of management, including Viasystems Chief Executive Officer and
Chief Financial Officer, an evaluation was conducted of the effectiveness of
Viasystems 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
Viasystems internal control over financial reporting was effective to provide
reasonable assurance that the desired control objectives were achieved as of
December 31, 2008.  This
annual report does not include an attestation report of Ernst & Young LLP,
Viasystems independent registered public accounting firm, regarding internal
control over financial reporting.  Managements report was not  73   subject to attestation by Viasystems independent registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit Viasystems to provide only managements report
in this annual report.  (d) Changes in Internal Control Over Financial
Reporting  There
were no changes in Viasystems internal control over financial reporting that
occurred during the quarter ended December 31, 2008, that have materially
affected, or are reasonably likely to materially affect, its internal control
over financial reporting.  Date: March 30, 2009 /s/ David M. Sindelar David M. Sindelar Chief Executive Officer  Date: March 30, 2009 /s/ Gerald G. Sax Gerald
G. Sax Chief
Financial Officer  Item
9B. Other
Information  (a) On March 27, 2009, pursuant to the terms of the Stockholders
Agreement among Group, Hicks, Muse, Tate and Furst Incorporated, GSCP (NJ), Inc.
(GSC) and certain other stockholders of Viasystems Group, Inc., GSC appointed
Mr. Philip Raygorodetsky to replace Mr. Peter Frank as one of GSCs
representatives on the Board.  On March 27, 2009, Mr. Frank retired from
his position as a member of the Board of Group and Viasystems (the Board) at
the discretion of GSC.  Mr. Frank previously served on the Audit Committee
of the Board, and the vacancy left by his retirement on such Committee will be
filled by Mr. Raygorodetsky.  Mr. Raygorodetsky is a Senior Managing Director of GSC Group. He
has been at GSC Group since 1999.  Mr. Raygorodetsky is a director of
Dukes Place Holdings Limited, Seaton Insurance Company, Stonewall Insurance
Company and Wrightline, LLC.  Mr. Raygorodetsky was previously with
Greenwich Street Capital Partners from 1997 to 1999.  Prior to that
Mr. Raygorodetsky was with Salomon Smith Barney Inc. in the Investment
Banking Divisions health care group.  Prior to that, Mr. Raygorodetsky
worked at Andersen Consulting.  (b) There are currently no material changes to the procedures by which
security holders may recommend nominees to the Board.  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 their 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.  74   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 Stockholders Agreement in Item 13,
Certain Relationships and Related Transactions, and Director Independence.
 Each Director is elected annually by the shareholders of Group and
Viasystems.  Each Officer is appointed annually and serves pursuant to the
terms of their respective employment agreements (see Discussion of Summary
Compensation and Grants of Plan-Based Awards Tables on page 87). Name
Age
PositionNon-Employee Directors
Christopher J. Steffen (1) (2)*
67
ChairmanJack D. Furst
50
DirectorEdward Herring (1)
38
DirectorRobert F. Cummings Jr. (1)
59
DirectorDiane H. Gulyas (2)
52
DirectorRichard A. McGinn (1) (2)
62
DirectorPhilip Raygorodetsky (2)
35
DirectorRichard W. Vieser (2)
81
DirectorExecutive Officers
David M. Sindelar
51
Chief Executive Officer and DirectorTimothy L. Conlon
57
President, Chief Operating Officer and DirectorGerald G. Sax
48
Senior Vice President and Chief Financial OfficerBrian W.
Barber
53
Senior Vice
President Operations-Printed Circuit Board & Supply Chain
ManagementRichard B.
Kampf
53
Senior Vice
President Sales and Marketing (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 is an advisor to Wall Street Management and Capital, Inc.
since 2002.  Mr. Steffen currently serves as a Director of W.R. Grace and
Co. and Accelrys, Inc.  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
Arena Brands Holding Co., Kent Distributors, Conley Lott Nichols of Texas, Inc.
and Stratford Capital Corporation.  Mr. Furst was affiliated with HM
Capital Partners, LLC (HMC) (formerly HMTF) since 1989, the year in which it
was formed, through the end of 2008.  Mr. Furst has over 20 years of
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 as 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 Corporation, Mr.
Furst was a Financial Consultant at PricewaterhouseCoopers LLC.  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, TexStar II and TriDimension Energy.
 Mr. Herring is a Partner of HMC.  From 1996 to 1998, Mr. Herring
attended Harvard Business School and earned a Masters in Business Administration
degree.  From 1993 to 1996 Mr. Herring was an investment banker with
Goldman, Sachs & Co.  75   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 from
Goldman, Sachs and Co. 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. 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.  Philip Raygorodetsky joined our Board of Directors
on March 27, 2009.  He is a Senior Managing Director of GSC Group, which he
joined in 1999.  Mr. Raygorodetsky is a director of Dukes Place Holdings
Limited, Seaton Insurance Company, Stonewall Insurance Company and Wrightline,
LLC.  Mr. Raygorodetsky was previously with Greenwich Street Capital
Partners from 1997 to 1999.  Prior to that Mr. Raygorodetsky was with
Salomon Smith Barney Inc. in the Investment Banking Divisions health care
group.  Previously, Mr. Raygorodetsky worked at Andersen Consulting.  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.
 Previously, Mr. Sindelar served as Chief Executive Officer of
International Wire Group, Inc. and LLS Corp.  He also served as Senior Vice
President and Chief Financial Officer of Berg Electronics, Corp.  Mr.
Sindelar is a member of 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 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
Electronics Corp., from October 1993 through January 1997.  Mr.
Conlon is a member of 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  76   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. Brian W. Barber has been the Senior Vice President
Operations Printed Circuit Board & Supply Chain Management of Viasystems
since December 2007.  From November 2000 to December 2007, Mr. Barber was
Vice President Operations Printed Circuit Board/Electro-mechanical Americas and
from January 2000 to October 2000 Mr. Barber was Vice President Printed Circuit
Board Operations.  Prior to joining Viasystems in 2000, Mr. Barber had been
employed by Hadco Corporation since 1982 serving as Vice President and Business
Unit Manager of their high technology operation.  Richard B. Kampf has been the Senior Vice President
of Sales & Marketing since December 2007.  From November 2002 to
December 2007 Mr. Kampf was Vice President of Sales & Marketing and from
March 2000 to October 2002 Mr. Kampf was Vice President of Sales &
Marketing for Viasystems Printed Circuit Board, Americas.  Mr. Kampf joined
us in April 1999, as Director of Sales for the Americas with over 18 years
experience in the electronics industry with companies such as Marshall
Industries where he was Vice President of Sales and Thomas & Betts
Corporation where he was Vice President of Sales & Marketing. 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, and is available on our
website, www.viasystems.com.  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 (AICP),
(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 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,
Barber, and Kampf (collectively, the Named Executive Officers),  77   taking into consideration the Companys performance, the
performance of 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 gathered in response to requests from the Compensation Committee.
 The Compensation Committee has the ability to engage the services of 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
their 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 also uses the
non-GAAP financial measurement of adjusted EBITDA as an important 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 February 2008, the
Compensation Committee reviewed a compensation study for senior executives of
similarly situated companies prepared by Lockton Companies, LLC(Lockton) as of January 21, 2008, 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 at that time that the overall compensation paid to each of our Named
Executive Officers was adequate and within the median range of the senior
executives of companies in the Comparison Group.  Since then, the
Compensation Committee has not changed any of the elements of compensation for
any of the Named Executive Officers or other employees.  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 periodically review 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.  Below
is a list of the Companies that were in the Comparison Group.  A
O Smith Corp
MEMC Electronic Materials, Inc.Altera Corp
Merix Corp.Amphenol Corp
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
Sandisk Corp.DDI Corp.
Sanmina-SCI Corp.Flextronics International, Ltd.
TTM Technologies, Inc.Gentek, Inc.
Utstarcom, Inc.International Rectifier Corp.
Varian Medical Systems, Inc.Jabil Circuit, Inc.
Vishay Intertechnology, Inc.LSI Logic Corp.
Xilinx, Inc.    78   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.  In that regard, in the fourth quarter of
2008, the Compensation Committee approved managements decision to institute a
salary freeze for employees and other cost cutting measures until the global
economy shows signs of recovery from the current economic climate.  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 incentivize 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 goals 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 AICP to
promote the achievement of our financial performance objectives.  The AICP
is designed to motivate our executives and other employees who are able to
participate 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 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  79   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
AICP 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 (MBO) goals for a group 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.  Historically, to the
extent any bonus is paid under our AICP, 15% of each member of the Executive
Teams cash-based incentive compensation opportunity has been awarded based on
the determination of the Compensation Committee that each member of the
Executive Team achieved their 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.  At the
beginning of 2008, the Compensation Committee established the quantitative
measurement of the Companys performance would be based on an adjusted EBITDA
target of $120.0 million, after assuming a 100% payout of each individuals
incentive compensation opportunity.  In addition, in accordance with past
practice, in early 2008, the Compensation Committee set other nonquantitative
definitive MBO goals for the Executive Team.  The Compensation Committee
created a formula for a graduated scale of projected incentive payments that
would be made to the AICP participants based on the adjusted EBITDA target that
was achieved.  The graduated scale, as set out below, developed by the
Compensation Committee, is a mathematical equation that allows the Compensation
Committee to calculate the incentive compensation that is to be paid pursuant to
the Companys AICP as a function of adjusted EBITDA.  The adjusted EBITDA
targets in 2008 were set by the Compensation Committee at an aggressive growth
level but a level in line with our annual plan.  The
following table provides in tabular format the various facets of the Companys
AICP and the individuals or groups of individuals who are eligible to receive
each respective bonus opportunity by category, and demonstrates the potential
percentage of the incentive compensation opportunity that each member of each
respective group would have been paid at certain adjusted EBITDA levels if
achieved by the Company as provided for in the Companys 2008 AICP.   80    Adjusted EBITDA Performance
($ in millions)
% of Adjusted EBITDA Target Achieved
Management Bonus
Company Leaders Bonus
Executive Team Bonus Based on Adjusted EBITDA
Executive Team Bonus Based on MBO GoalsBelow
$108
Below
90%
0%
0%
0.00%
0.00%108
90
50
50
42.50
7.50114
95
75
75
63.75
11.25120
100
100
100
85.00
15.00126
105
100
125
106.25
18.75132
110
100
150
127.50
22.50138
115
100
175
148.75
26.25144
120
100
200
170.00
30.00  During
its February 2009 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 2008.  However, the
Company was not able to reach the stated target of $120.0 million of adjusted
EBITDA.  Due to a dramatically weak fourth quarter, the Companys 2008
adjusted EBITDA was also below the minimum threshold of $108 million.  By
applying the incentive compensation formula to determine the incentive
compensation to be paid out in 2008, based solely on the Companys adjusted
EBITDA performance for the full year 2008, the bonus payable to each participant
in the AICP was determined to be 0%.  Discretionary Bonus.  Pursuant to the terms of
our AICP, 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 during 2008 in a down market and the
actions that management took to allow the Company to sustain its financial
strength, the Compensation Committee unanimously voted to use its discretion as
allowed under the Companys compensation plan and awarded certain of the key
employees of the Company, including all the Named Executive Officers, a
discretionary bonus.  Each discretionary bonus was based on each
individuals contributions to the Companys performance.  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 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 uses stock options as our primary long-term incentive
vehicle because:  · 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  81   · stock options help to provide a balance to the overall executive
compensation program as base salary and our AICP 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, only 169,378 stock options of the total original pool of
2,777,778 remain available for grant 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-term 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 column of the Summary Compensation Table for our Named
Executive Officers on page 85.  Each of the employment contracts with
Messrs. Sindelar, Conlon, and Sax 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.  For the year 2008, the Company made
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 2008, $6,900. In 2008, all of
our Named Executives Officers participated in the Companys 401(k) Plan.  2008
Executive Base Salary and Incentive Compensation Determinations  David M. Sindelar Mr.
Sindelars employment agreement with the Company was agreed in January, 2003 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 2008, the Compensation Committee considered
the Companys financial performance in fiscal years 2006 and 2007, 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.  Mr. Sindelars base salary did not increase
in 2008.  For
calendar year 2008, Mr. Sindelar received a base salary of $953,994 (which
included a car allowance).  Under our AICP, Mr. Sindelars cash-based
incentive award opportunity was set at 100% of his base salary.  As
discussed above, no payment was made pursuant to the AICP for 2008.
 However, based on the determination by the Compensation Committee that Mr.
Sindelar lead the Executive Team and the Company to implement the actions which
allowed the Company to maintain financial strength in a difficult overall market
and to accomplish all of the nonquantitative MBO goals set by the Compensation
Committee for 2008, and based on the discretion and judgment of the Compensation
Committee, Mr. Sindelar, was also awarded a discretionary bonus payment for the
year 2008 of $506,000 in the first quarter of 2009.  The Compensation
Committee had previously granted  82   Mr. Sindelar 420,000 stock options and determined that no
additional stock options should be granted to Mr. Sindelar in 2008.  Timothy L. Conlon Mr. Conlons employment agreement with the Company was agreed in
January, 2003 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 2008.  In 2008, Mr. Conlon received a salary of $572,663 (which
included a car allowance).  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 and
2008 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 status, Mr. Conlons base compensation did not
increase in 2008.  Under our
AICP, Mr. Conlons cash-based incentive compensation opportunity was set at 100%
of his base salary.  As discussed above, no payment was made pursuant to
the AICP for 2008.  However, Mr. Conlon received a discretionary bonus
award of $302,500 from the Compensation Committee based on the discretion and
judgment of the Compensation Committee that the Executive Team achieved all of
the nonquantitative MBO goals set at the beginning of 2008 and based on the
Companys overall performance in a difficult market.  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 2008. 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 for 2008.  Mr. Saxs base
salary did not increase in 2008.  In 2008, Mr. Sax received a salary of
$387,733 (which included a car allowance and gross-ups for medical claims).
 Under our AICP, Mr. Saxs cash-based incentive compensation opportunity
was set at 65% of his base salary.  As discussed above, no payment was made
pursuant to the AICP for 2008.  However, Mr. Sax received a discretionary
bonus award of $128,200 from the Compensation Committee based on the discretion
and judgment of the Compensation Committee that the Executive Team achieved all
of the nonquantitative MBO goals set at the beginning of 2008 and based on the
Companys performance in a difficult market. 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 2008. Brian W. Barber The
Compensation Committee reviewed the compensation data for Senior Vice Presidents
Operations Printed Circuit Board & Supply Chain Management for similarly
situated companies to determine Mr. Barbers compensation package for 2008.
 Mr. Barbers base salary did not increase in 2008.  For calendar year
2008, Mr. Barber received a base salary of $319,558 (including a car
allowance). Under our AICP, Mr. Barbers cash-based incentive award opportunity
was set at 65% of his base salary.  As discussed above, no payment was made
pursuant to the AICP for 2008.  However, Mr. Barber received a
discretionary bonus award of $110,003 from the Compensation Committee based on
the discretion and judgment of the Compensation Committee that the Executive
Team achieved all of the nonquantitative MBO goals set at the beginning of 2008
and based on the Companys performance in a difficult market for the fiscal year
2008.  Richard B. Kampf The
Compensation Committee reviewed the compensation data for Senior Vice Presidents
of Sales and Marketing for similarly situated companies to determine
Mr. Kampfs compensation package for 2008.  Mr. Kampfs base salary
did not increase in 2008.  For calendar year 2008, Mr. Kampf received a
base salary of $318,440 (including a car allowance). Under our AICP, Mr. Kampfs
cash-based incentive award opportunity was set at 65% of his base salary.
 As discussed above, no payment was made pursuant to the AICP for 2008.
 However, Mr. Kampf received a discretionary bonus award of $109,967
from the Compensation Committee based on the discretion and judgment of the
Compensation Committee that the Executive Team achieved all of the
nonquantitative MBO goals set at the beginning of 2008 and based on the
Companys performance in a difficult market for the fiscal year 2008.  83   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, 2008.  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 F. Cummings, Jr. Robert
F. Cummings Member
of the Compensation Committee  /s/
Edward Herring Edward
Herring Member
of the Compensation Committee  84   Summary Compensation  The following table shows
information regarding the compensation earned during the fiscal years
ended December 31, 2008, 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 (2)
Change in Pension Value and Non-Qualified Deferred
Compensation Earnings (3)
All
Other Compensation
TotalDavid M.
Sindelar,
Chief Executive
Officer
2008

2007
2006
$
953,994(4)
953,994(4)
953,994(4)
$
506,000(5)
184,000(5)
-
$
-

-
-
$
 -

85,122
167,875
$
       -

644,000
1,058,000
$
6,900

6,750
6,600
$
92,358(7)(9)(10)

56,077(9)(10)
46,364 (9)(10)
$1,559,252

1,929,943
2,232,833Timothy L.
Conlon, President and Chief Operating Officer
2008

2007

2006
$
572,663(4)

572,663(4)

572,663(4)
$
302,500(5)

110,000(5)

-
$
-

-

-
$
 -

85,122

164,221
$
       -

385,000

632,500
$
6,900

6,750

6,600
$
630,007 (6a)(8)(9)(11)(12)(13)(14)(15)
465,962
(8)(9)(11)(12)(13)(14)(15)
33,480(9)(10)
$
1,512,070

1,625,497

1,409,464Gerald G. Sax,
Sr. Vice President and Chief Financial Officer
2008

2007
2006
$    387,734(4)(16)
377,895(4)(16)
379,810(4)(16)
$128,700 (5)

46,800(5)20,000(17)
$
-

-
-
$
134,937

188,283
169,325
$
       -

163,800
269,100
$
6,900

6,750
6,600
$

36,098(9)(10)

17,369(9)(10)
15,534(9)
$
694,369

800,897
860,369Brian W.
Barber, Sr. Vice President
Operations PCB & Supply Chain Management
2008
$
319,558(4)
$
110,003(5)
$
-
$
78,595
$
        -
$
6,240
$


19,289(6b)(9)
$
533,685Richard B. Kampf,
Sr. Vice President Sales and Marketing
2008
$
318,440(4)
$
109,967(5)
$
-
$
78,595
$
        -
$
6,525
$
8,171(9)
$
521,698(17)
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
bonus paid in 2008 and 2007 for incentive compensation earned in 2007 and
2006, respectively, under the Companys AICP.
(3)
Matching
contributions made by the Company pursuant to the Companys 401(k)
Plan.
(4)
Includes
a car allowance.
(5)
Includes
discretionary bonus award paid in 2009, 2008, 2007 for incentive
compensation earned in 2008, 2007 and 2006, respectively.
(6)(a)
Includes $273,594 income tax expenses and tax gross-up paid by Company in
foreign jurisdiction on behalf of individual.
(6)(b)
Includes $13,593 income tax expenses and tax gross-up paid by Company in
foreign jurisdiction on behalf of individual.
(7)
Includes
4 personal seat licenses for St. Louis Cardinals Baseball in Mr.
Sindelars name.
(8)
All
or a substantial portion of the perquisites are paid in Hong Kong dollars
at the exchange rate of approximately $1 US to HK $7.8.
(9)
Includes
club dues, financial consulting services and supplemental life insurance
premiums.
(10)
Includes
designation of charitable donations by the Company.
(11)
Includes
expenses of $60,359 in 2008 and $69,516 in 2007 for a car, driver and
parking in Hong Kong.
(12)
Includes
$176,398 in 2008 and $257,118 in 2007 of expenses related to the
relocation to Hong Kong, housing, additional living expenses, and expenses
related to additional domestic services provided in the United States and
in Hong Kong due to expatriate assignment.
(13)
Includes
tickets to sporting events and spouse tag-along travel expense.
(14)
Includes
additional electronic equipment for home in Hong Kong.
(15)
Includes
supplemental medical and dental expenses for insurance in Hong Kong.
(16)
Includes
medical claims grossed up for tax purposes.
(17)
Discretionary
bonus paid in connection with the sale of our wire harness
business.   85   Grants
of Plan-Based Awards  The
following table sets forth certain information with respect to grants of
plan-based awards for the year ended December 31, 2008, to our Chief
Executive Officer, Chief Financial Officer and our three other most highly
compensated executive officers for such fiscal year.   Grants of Plan Based Awards For Fiscal Year Ended December
31, 2008Estimated Future Payouts Under Non-Equity Incentive Plan
Awards (1)
Estimated Future Payouts Under Equity Incentive Plan Awards
(2)
All
Other Stock Awards: Number of Shares of Stock or Units (#)
All
Other Option Awards:  Number of Securities Underlying Options
Exercise or Base Price of Option Awards ($/sh)
Grant Date Fair Value of Stock and Option Awards
($)Name
Grant Date
Threshold ($) (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
468,000
-
-
-
-
-
-
-Brian W. Barber
-
100,003
200,005
400,010
-
-
-
-
-
-
-Richard B.
Kampf
-
99,970
199,940
399,880
-
-
-
-
-
-
-(1)
Pursuant
to our 2008 AICP.
(2)
The
fair market value of Groups common stock is below the stock option price
of $12.63 per share.  86   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, 2010, 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 AICP (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, 2010, 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 operational 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 AICP (if the Company achieves 120%
of the target adjusted EBITDA set by the Compensation Committee each year).  87   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 AICP (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. Brian W.
Barber Mr. Barber entered into an amended and restated executive
employment agreement with Group as of January 31, 2000.  Mr.
Barber serves as Sr. Vice President Operations Printed Circuit Board &
Supply Chain Management of the Company until his death or termination of
employment.  Mr. Barber is required to devote the amount of time reasonably
necessary to faithfully and adequately supervise Corporates printed circuit
board operations as well as its supply chain. The
compensation provided to Mr. Barber under his executive employment arrangement
includes an annual base salary of $307,700 and additional compensation that may
be used by Mr. Barber 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. Barber 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 AICP (if
the Company achieves 120% of the target adjusted EBITDA set by the Compensation
Committee each year).   88   Mr. Barbers employment agreement also provides that if Mr.
Barbers employment is terminated without cause, Mr. Barber will continue to
receive his then current salary and employee benefits, including any incentive
bonus he is eligible to receive under the Companys AICP on a pro-rata basis as
of the time of the termination of his employment, for a period of 12 months
following such termination.  Richard B.
Kampf Mr. Kampf entered into an amended and restated executive
employment agreement with certain of our subsidiaries as of October 3, 2002.
 Mr. Kampf serves as our Sr. Vice President Sales and Marketing until his
death or termination of employment.  Mr. Kampf is required to devote the
amount of time reasonably necessary to faithfully and adequately supervise the
overall sales and marketing management of the Company. The
compensation provided to Mr. Kampf under his employment arrangement includes an
annual base salary of $307,600 and additional compensation that may be used by
Mr. Kampf to own and maintain an automobile, as well as those other benefits
customarily accorded the executives of Group as long as the executive employment
agreement is in force.  In addition, Mr. Kampf is eligible to receive an
annual cash-based incentive compensation opportunity of up to 130% of his annual
base salary, in an amount determined in accordance with our AICP (if the Company
achieves 120% of the target adjusted EBITDA set by the Compensation Committee
each year).  Mr.
Kampfs employment agreement also provides that if Mr. Kampfs employment is
terminated without cause, Mr. Kampf will continue to receive his then current
salary and employee benefits, including any incentive bonus he is eligible to
receive under the Companys AICP on a pro-rata basis as of the time of the
termination of his employment, for a period of 12 months following such
termination.    89   Outstanding
Equity Awards The following table sets forth certain information with respect to
outstanding equity awards at December 31, 2008, with respect to our Chief
Executive Officer, Chief Financial Officer and our three other most highly
compensated executive officers for such fiscal year. Outstanding Equity Awards at Fiscal
Year Ended December 31, 2008Option AwardsName
Number of Securities Underlying
Unexercised Options
Equity Incentive Plan Awards:
Number of Securities Underlying
Option Exercise Price
($)
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
125,000
-
-
-
-
-
-
12.63
12.63
12.63
1/31/2013
8/17/2014
8/08/2015Brian W.
Barber
30,000
16,667
13,333
-
33,333
26,667
-
-
-
12.63
12.63
12.63
1/31/2013
2/6/2017
11/1/2017Richard B.
Kampf
30,000
16,667
13,333
-
33,333
26,667
-
-
-
12.63
12.63
12.63
1/31/2013
2/6/2017
11/1/2017(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.   90    Options Exercised
and Stock Vested  None of our Named
Executive Officers exercised any stock options or similar awards during fiscal
year 2008.  The
following table sets forth certain information with respect to stock option
vesting during the fiscal year ended December 31,
2008, 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 Vested During the Year EndedName
Number
of Shares Acquired on Exercise
Value
Realized onExercise
Number
of Shares Acquired on Vesting
Value
Realized on VestingDavid M. Sindelar
-
-
-
-Timothy L. Conlon
-
-
-
-Gerald G. Sax
-
-
41,667
-Brian W. Barber
-
-
-
-Richard B. Kampf
-
-
-
-
 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, Barber, and Kampf.  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, 2008, and benefits paid to the Named Executive Officer in fiscal
year 2008.  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.   91   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.    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.    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.   92   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.    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.  Brian W. Barber  Voluntary Termination by the Executive or Termination for
Cause:  All
benefits and remuneration cease upon the voluntary termination by Mr. Barber or
termination for cause.  Cause is defined in Mr. Barber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.
Barber is terminated by the Company without cause (as defined in Mr. Barbers
Employment Agreement) or upon Mr. Barbers death or disability, he is entitled
to the following benefits: (i) no less than $307,700 and (ii) fringe benefits
customarily afforded to executives of the Company for 12 months.  In
addition, in the event that Mr. Barbers termination is without cause, Mr.
Barber is eligible to receive an annual bonus he would otherwise have been
entitled to receive (on a pro-rated basis through his termination date) under
our AICP.  Effect of a Change in Control:  There
is no provision in Mr. Barbers contract that specifically allows for any
payment to Mr. Barber in the event of a change of control.    Mr.
Barbers employment arrangement 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.  Richard B. Kampf  Voluntary Termination by the Executive or Termination for
Cause:  All
benefits and remuneration cease upon the voluntary termination by Mr. Kampf or
termination for cause.  Cause is defined in Mr. Kampfs employment
agreement to mean fraud, dishonesty, competition with the  93   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.
Kampf is terminated by the Company without cause (as defined in Mr. Kampfs
Employment Agreement) or upon Mr. Kampfs death or disability, he is entitled to
the following benefits: (i) no less than $307,600 and (ii) fringe benefits
customarily afforded to executives of the Company for 12 months.  In
addition, in the event that Mr. Kampfs termination is without cause, Mr.
Kampf is eligible to receive an annual bonus he would otherwise have been
entitled to receive (on a pro-rated basis through his termination date) under
our AICP.  Effect of a Change in Control:  There
is no provision in Mr. Kampfs contract that specifically allows for any payment
to Mr. Kampf in the event of a change of control.    Mr.
Kampfs employment arrangement 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.  The
following table demonstrates the amounts payable to each Named Executive Officer
upon termination of employment under several circumstances assuming such
termination was effective December 31, 2008.  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
NoneBrian W. Barber
-
-
$307,700 plus medical benefits for 12 months
$307,700
NoneRichard B. Kampf
-
-
$307,600 plus medical benefits for 12 months
$307,600
None  Compensation of Directors  In
2008, the Chairman of the Board received annual compensation of $130,000 and
Directors (other than the Chairman) who are not executive officers received an
annual fee of $35,000.  In addition, each Audit Committee and Compensation
Committee member received an annual fee of $12,000 and the Chairman of the Audit
Committee and Compensation Committee each received an additional fee of $7,000.
 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  94   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.  DIRECTOR COMPENSATION (2008)  The following table
provides compensation information for our Directors in 2008 who were not
executive officers of the Company.  Name
Fees Earned or Paid in Cash
Stock Awards
Option Awards  (1)
TotalChristopher J. Steffen
$       
154,000
$
-
$
-
$        
154,000Jack D. Furst
35,000(2)
-
-
35,000Edward Herring
47,000(2)
-
-
47,000Philip Raygorodetsky
47,000(4)
-
-
47,000Robert F. Cummings
47,000(3)
-
-
47,000Diane H. Gulyas
47,000
-
-
47,000Richard W. Vieser
54,000
-
-
54,000Richard A. McGinn
66,000
-
-
66,000(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.
(4)
Mr. Raygorodetsky did not receive compensation for 2008 as he was elected
to the board on March 27, 2009.  The $47,000 reflects amounts paid to
GSC for Messrs Hamwee and Frank in 2008.  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, 2008, information with respect to Group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
2,608,400
$12.63
169,378Equity compensation plans not approved by security
holders
-
-
-Total
2,608,400
$12.63
169,378  Group owns 100% of our capital stock. The
following table sets forth, as of December 31, 2008, information regarding
the beneficial ownership of Groups common stock by each person who beneficially
owned more than 5% of any class of Groups voting securities and by its
Directors and Named Executive Officers, individually, and by its Directors and
executive officers as a group.  95    Amount andNature of

Percent ofBeneficial

CommonOwnership (1)

Stock5% Stockholders:HMTF Parties (2)
17,749,419

54.5%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
10,862,604

34.6Fidelity Parties (4)
82 Devonshire Street
Boston, Massachusetts 02109
2,853,390

9.9Officers and Directors:Jack D. Furst (5)
17,749,419

54.5Philip Raygorodetsky(
3 )
10,862,604

34.6Edward Herring
-

-Richard W. Vieser (6)
55,000

0.2Robert F. Cummings
-

-Diane H. Gulyas (6)
55,000

0.2Richard A. McGinn (6)
55,000

0.2Christopher J. Steffen (6)
105,000

0.4David M. Sindelar (6)
420,000

1.4Timothy L. Conlon (6)
400,000

1.4Gerald G. Sax (6)
200,000

0.7Brian W. Barber (6)
60,000

0.2Richard B. Kampf (6)
60,000

0.2All executive officers and Directors as a group (13
persons)
30,022,023

82.4%  (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, 2008, 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 3,666,036 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.  (3) These figures include:  GSC Recovery II, L.P.
(Recovery II) owns 4,543,850 shares of common stock (which includes 2,893,887
shares of common stock and 1,649,963 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 5,204,545 shares of common stock (which
includes 4,357,276 shares of common stock and 847,269 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  96   of Groups common stock; and GSC Partners CDO Fund II, Limited
(CDO II) owns 459,408 shares of Groups common stock.  By virtue of his
relationship (described below) with Recovery II, Recovery IIA, CDO, and CDO II,
Mr. Cummings may be deemed to have shared voting and investment power over, and
be the indirect beneficial owner of, the shares of common stock of Group owned
by Recovery II, Recovery IIA, CDO, and CDO II. Mr. Cummings disclaims
beneficial ownership of Group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 F. Cummings,
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
Group owned by Recovery II, Recovery IIA, CDO and CDO II.  Each of the
above entities and individuals disclaims beneficial ownership of Group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 registered under Section 8 of
the Investment Company Act of 1940, as amended, or an institutional investment
account, each of which is advised by an investment adviser that is a
wholly-owned subsidiary of FMR LLC.  FMR LLC is a Delaware limited
liability 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 Group 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. 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 our General Counsel and, if such transaction is material under the
relevant SEC codes, such proposed transaction will be submitted to our Audit
Committee for approval.   97   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, 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. Raygorodetsky 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 i) 2% of its
consolidated 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 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 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.  98   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 F. Cummings and Richard A.
McGinn.  The Audit Committee is consists of:  Christopher J. Steffen,
Philip Raygorodetsky., 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 our 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 our
independent auditor.  Unless the specific service has been previously
preapproved, the Audit Committee must approve the service before our independent
registered public accounting firm is engaged to perform it. All fees billed by
Ernst & Young LLP for all services rendered during the years ended December
31, 2008 and 2007, are summarized in the following table:  Year ended
December 31,2008

2007Audit
fees
$
1,305,000

$
1,375,361Audit-related
fees
40,130

53,209Tax fees
93,506

313,697All other
fees
1,500

1,500Total
$
1,440,136

$
1,743,767  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 2008 and
2007.  Tax fees relate to review of the federal
tax return in 2008 and 2007, and implementation of FIN 48 in 2007.  During fiscal 2008, 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.  99   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 30th day of March,
2009.  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 30th day of March, 2009.  /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/ Richard A. McGinnRichard A. McGinn

Director/s/ Philip RaygorodetskyPhilip Raygorodetsky

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)  100      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
(7)
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 dated as of January 31, 2003, by and
among Group, Inc. and the other parties thereto.10.9
(3)
Amendment to Stockholders Agreement dated as of October
2003, by and among Group, Inc. and the other parties thereto.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.  101    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, 2004.17
(8)
Correspondence on Departure of Director.21.1
(8)
Subsidiaries of the Registrant.31.1
(8)
Chief Executives Officers Certification required by Rule
13(a)-14(a).31.2
(8)
Chief Financial Officers Certification required by Rule
13(a)-14(a).32
(8)
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 April 28, 2004. (2)Incorporated by
reference to Registration Statement No. 333-114467 on Form S-4 filed on April
14, 2004. (3)Incorporated by
reference to Registration Statement No. 333-114467 on Form S-4/A filed on June
22, 2004. (4)Incorporated by
reference to 2004 Annual Report on Form 10-K of Viasystems, Inc. filed on March
30, 2005. (5)Incorporated by
reference to the Quarterly Report on Form 10-Q of Viasystems, Inc. filed on
November 14, 2005. (6)Incorporated by
reference to the Form 8-K of Viasystems, Inc. filed onMarch 22,
2006.  (7)Incorporated by reference to the Form 8-K of
Viasystems, Inc. filed on August 23, 2006. (8)Filed herewith.  102   EXHIBIT 21.1  Subsidiaries of Viasystems, Inc.  NAME OF ENTITY
JURISDICTION OF ORGANIZATIONGuangzhou Kalex
Laminate Company Limited
ChinaGuangzhou
Termbray Circuit Board Co. Limited
ChinaGuangzhou
Termbray Electronics Technology Co. Limited
ChinaGuangzhou
Viasystems Commercial Trading Co. Limited
ChinaKalex Circuit
Board (China) Limited
Hong KongKalex Circuit
Board (Guangzhou) Limited
Hong KongKalex
Multi-Layer Circuit Board (Zhong Shan) Limited
ChinaKalex Printed
Circuit Board Limited
Hong KongPrint Service
Holding NV
NetherlandsQingdao
Viasystems Telecommunications Technologies Co. Limited
ChinaShanghai Reltec
Communications Technology Co. Limited
ChinaShanghai
Viasystems Electronic Systems Company Limited
ChinaShanghai
Viasystems EMS Co. Limited
ChinaTermbray Circuit
Board Company Limited
Hong KongTermbray
Laminate Company Limited
Hong KongViasupply
Company Limited
Hong KongViasystems
(Nantong) Electronic Technologies Co., Limited
ChinaViasystems
(Singapore) Pte Limited
SingaporeViasystems
(South China) Company Limited
Hong KongViasystems Asia
Pacific Company Limited
Hong KongViasystems Asia
Pacific Property B.V.I. Limited
Hong KongViasystems
BV
NetherlandsViasystems BVI
Limited
British Virgin IslandsViasystems
Canada Holdings, Inc.
CanadaViasystems
Electronics (Guangzhou) Company Limited
ChinaViasystems EMS
(Hong Kong) Company Limited
Hong KongViasystems EMS
(Shenzhen) Company Limited
ChinaViasystems Group
Limited
England/WalesViasystems II
ULC
Nova ScotiaViasystems
International, Inc.
DelawareViasystems Kalex
Printed Circuit Board Limited
Hong KongViasystems
Luxembourg S.a.r.l.
LuxembourgViasystems
Milwaukee, Inc.
WisconsinViasystems
Mommers BV
NetherlandsViasystems
Research & Development Center (Guangzhou) Co. Limited
ChinaViasystems
Services BV
NetherlandsViasystems
Technologies Corp. LLC
DelawareViasystems
Technology International Trading (Shanghai) Co. Limited
ChinaViasystems
ULC
Nova ScotiaWire Harness
Holding Company, Inc.
DelawareWirekraft
Industries, LLC
Delaware   103   Exhibit 31.1 PRINCIPAL EXECUTIVE OFFICER CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002  I, David M.
Sindelar, certify that: 1. I have reviewed this annual report on Form 10-K of Viasystems,
Inc.; 2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report; 4. The registrants other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrants disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrants internal
control over financial reporting that occurred during the registrants most
recent fiscal quarter (the registrants fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrants internal control over financial reporting;
and 5. The registrants other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrants independent certified public accountants and the
Audit Committee of registrants Board of Directors (or persons performing the
equivalent functions): a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrants ability to record, process,
summarize and report financial information; and b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants internal control
over financial reporting. Date: March 30, 2009  /s/ David M. Sindelar David M. Sindelar Chief Executive Officer  104   Exhibit 31.2 PRINCIPAL FINANCIAL OFFICER CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002  I, Gerald G. Sax,
certify that: 1. I have reviewed this annual report on Form 10-K of Viasystems,
Inc.; 2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report; 4. The registrants other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrants disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrants internal
control over financial reporting that occurred during the registrants most
recent fiscal quarter (the registrants fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrants internal control over financial reporting;
and 5. The registrants other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrants independent certified public accountants and the
Audit Committee of registrants Board of Directors (or persons performing the
equivalent functions): a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrants ability to record, process,
summarize and report financial information; and b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants internal control
over financial reporting. Date: March 30, 2009  /s/ Gerald G. Sax Gerald G. Sax Chief Financial Officer  105   Exhibit 32 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. 1350)  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States
Code), each of the undersigned officers of Viasystems, Inc., a Delaware
corporation (the Company), does hereby certify that, to the best of their
knowledge: The Annual Report on Form 10-K for the fiscal year ended December
31, 2008 (the Form 10-K) of the Company fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information
contained in the Form 10-K fairly presents, in all material respects, the
financial condition and results of operations of the Company. Date: March 30, 2009 /s/ David M. Sindelar David M. Sindelar Chief Executive Officer  Date: March 30, 2009 /s/ Gerald G. Sax Gerald G. Sax Chief Financial Officer      106