1041380--3/30/2009--VIASYSTEMS

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{customer, product, revenue}

{operation, international, foreign}

{debt, indebtedness, cash}

{condition, economic, financial}

{cost, regulation, environmental}

{capital, credit, financial}

{product, market, service}

{stock, price, operating}

{regulation, change, law}

{tax, income, asset}

{acquisition, growth, future}

{control, financial, internal}

{financial, litigation, operation}

Uncertainty and adverse changes in the economy and financial markets could have an adverse impact on our business and operating results. 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. 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. 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. We have a history of losses and may not be profitable in the future. 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. A significant portion of our business is conducted in foreign countries, exposing us to additional risks that may not exist in the United States. A significant portion of our business is conducted in foreign countries that have different and changing tax laws. We are subject to currency fluctuations, which may affect our cost of goods sold and operating margins. 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. 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. Oil prices may fluctuate, which would increase our cost to manufacture goods 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. Our products and the manufacturing processes we use to produce them are often highly complex and therefore may at times contain manufacturing defects. 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. 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. 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. 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. Our credit facility and the indenture for our senior subordinated notes impose restrictions that may restrict our ability to operate our business. We are significantly influenced by affiliates of Hicks, Muse, Tate Furst, Incorporated, whose interests may be different than ours or our sole shareholder s. We are a holding company with no operations of our own and depend on our subsidiaries for cash. We are subject to environmental laws and regulations that expose us to potential financial liability. 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. We may be required to recognize additional impairment charges. We could be subject to litigation in the course of our operations that could adversely affect our operating results. Degrading of our debt ratings would adversely affect us.

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1041380--3/30/2009--VIASYSTEMS_INC