10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

001-15755

(Commission File Number)

Viasystems Group, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

75-2668620

(I.R.S. Employer Identification No.)

101 South Hanley Road

St. Louis, MO 63105

(314) 727-2087

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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.    x  YES    ¨  NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    x  YES    ¨  NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer	¨	Accelerated Filer	x
Non-Accelerated Filer	¨	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    x  NO

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of May 3, 2013, there were 20,705,864 shares of Viasystems Group, Inc.’s Common Stock outstanding.

VIASYSTEMS GROUP, INC. AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2013

	PAGE
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
Viasystems Group, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets as of March 31, 2013 (Unaudited) and December 31, 2012		2
Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the three months ended March 31, 2013 and 2012		3
Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March  31, 2013 and 2012		4
Notes to Unaudited Condensed Consolidated Financial Statements		5
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 3. Quantitative and Qualitative Disclosures About Market Risk		24
Item 4. Controls and Procedures		24
PART II—OTHER INFORMATION
Item 1. Legal Proceedings		24
Item 6. Exhibits		25
SIGNATURES		26
EXHIBIT INDEX		27
CERTIFICATIONS		28

VIASYSTEMS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share amounts)

	March 31, 2013			December 31, 2012
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	83,609		$	74,816
Accounts receivable, net		179,255			183,148
Inventories		109,045			111,029
Prepaid expenses and other		39,117			38,838
Total current assets		411,026			407,831
Property, plant and equipment, net		425,849			427,968
Goodwill		151,283			151,283
Intangible assets, net		101,145			102,817
Deferred financing costs, net		14,579			15,304
Other assets		929			978
Total assets	$	1,104,811		$	1,106,181
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	12,250		$	12,250
Accounts payable		165,448			161,890
Accrued and other liabilities		90,491			90,812
Total current liabilities		268,189			264,952
Long-term debt, less current maturities		563,038			563,446
Other non-current liabilities		51,431			45,926
Total liabilities		882,658			874,324
Stockholders’ equity:
Common stock, par value $0.01 per share, 100,000,000 shares authorized, 20,706,364 and 20,624,255 shares issued and outstanding		207			206
Paid-in capital		2,388,728			2,385,522
Accumulated deficit		(2,178,524	)		(2,165,069	)
Accumulated other comprehensive income		9,239			8,868
Total Viasystems stockholders’ equity		219,650			229,527
Noncontrolling interest		2,503			2,330
Total stockholders’ equity		222,153			231,857
Total liabilities and stockholders’ equity	$	1,104,811		$	1,106,181

See accompanying notes to condensed consolidated financial statements.

2

VIASYSTEMS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE (LOSS) INCOME

(dollars in thousands, except per share amounts)

(Unaudited)

	Three Months Ended March 31,
	2013			2012
Net sales	$	272,940		$	262,089
Operating expenses:
Cost of goods sold, exclusive of items shown separately below		219,058			211,057
Selling, general and administrative		27,693			21,492
Depreciation		21,958			17,006
Amortization		1,678			388
Restructuring and impairment		—			6,987
Operating income		2,553			5,159
Other expense:
Interest expense, net		11,199			7,352
Amortization of deferred financing costs		725			504
Other, net		748			224
Loss before income taxes		(10,119	)		(2,921	)
Income taxes		3,163			2,216
Net loss	$	(13,282	)	$	(5,137	)
Less:
Net income (loss) attributable to noncontrolling interest	$	173		$	(495	)
Net loss attributable to common stockholders	$	(13,455	)	$	(4,642	)
Basic loss per share	$	(0.67	)	$	(0.23	)
Diluted loss per share	$	(0.67	)	$	(0.23	)
Basic weighted average shares outstanding		19,994,820			19,984,414
Diluted weighted average shares outstanding		19,994,820			19,984,414
Comprehensive (loss) income:
Net loss	$	(13,282	)	$	(5,137	)
Change in derivatives, net of tax		371			991
Comprehensive loss		(12,911	)		(4,146	)
Less:
Comprehensive income (loss) attributable to noncontrolling interests		173			(495	)
Comprehensive loss attributable to common stockholders	$	(13,084	)	$	(3,651	)

See accompanying notes to condensed consolidated financial statements.

3

VIASYSTEMS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(Unaudited)

	Three Months Ended March 31,
	2013			2012
Cash flows from operating activities:
Net loss	$	(13,282	)	$	(5,137	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		23,636			17,394
Non-cash stock compensation expense		3,207			2,521
Amortization of deferred financing costs		725			504
Deferred income taxes		(75	)		(1,322	)
Amortization of original issue discount on 2015 Notes		—			399
Loss on disposition of assets, net		51			311
Non-cash impact of exchange rate changes		(118	)		34
Change in assets and liabilities:
Accounts receivable		3,893			11,327
Inventories		1,984			3,495
Prepaid expenses and other		3,239			(5,910	)
Accounts payable		3,558			(9,234	)
Accrued and other liabilities		2,312			(4,120	)
Net cash provided by operating activities		29,130			10,262
Cash flows from investing activities:
Capital expenditures		(20,250	)		(22,366	)
Deposit for acquisition of remaining interest in Huizhou, China facility		—			(1,111	)
Proceeds from disposals of property, plant and equipment		215			51
Net cash used in investing activities		(20,035	)		(23,426	)
Cash flows from financing activities:
Proceeds from borrowings under credit facilities		10,000			10,000
Repayments of borrowings under mortgages and credit facilities		(10,302	)		(10,000	)
Financing and other fees		—			(271	)
Net cash used in financing activities		(302	)		(271	)
Net change in cash and cash equivalents		8,793			(13,435	)
Cash and cash equivalents, beginning of the period		74,816			71,281
Cash and cash equivalents, end of the period	$	83,609		$	57,846
Supplemental cash flow information:
Interest paid	$	446		$	13,436
Income taxes paid, net	$	1,891		$	5,584

See accompanying notes to condensed consolidated financial statements.

4

VIASYSTEMS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

(Unaudited)

1. Basis of Presentation

Unaudited Interim Condensed Consolidated Financial Statements

The unaudited interim condensed consolidated financial statements of Viasystems Group, Inc. and its subsidiaries (“Viasystems” or the “Company”) reflect all adjustments consisting only of normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of financial position and results of operations and cash flows. The results for the three months ended March 31, 2013 are not necessarily indicative of the results that may be expected for a full fiscal year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission.

Nature of Business

Viasystems is a leading worldwide provider of complex multi-layer printed circuit boards (“PCBs”) and electro-mechanical solutions (“E-M Solutions”). The Company’s products are used in a wide range of applications including, for example, automotive engine controls and safety systems, data networking equipment, telecommunications switching equipment, complex medical, technical and industrial instruments, and flight control systems.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Viasystems Group, Inc. and its wholly-owned and majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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;

• fair value of assets acquired and liabilities assumed in acquisitions;

• 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 awards granted under the Company’s stock-based compensation plans.

5

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 condensed consolidated financial statements 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 condensed consolidated financial statements.

Cash and Cash Equivalents and Restricted Cash

The Company considers short-term highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Commitments and 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 assert 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 business, financial condition, results of operations or cash flows.

The Company is a party to agreements with third parties in which the Company has agreed to indemnify such parties against certain liabilities in connection with claims by unrelated parties. At March 31, 2013 and December 31, 2012, other non-current liabilities include $11,323 and $11,314, respectively, of accruals for potential claims in connection with such indemnities.

Viasystems’ certificate of incorporation 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 or omissions not in good faith or involving intentional misconduct or knowing violation of the law, the unlawful payment 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 its business, financial condition, results of operations or cash flows.

Earnings or Loss Per Share

The Company computes basic earnings per share by dividing its net income attributable to common stockholders for the period by the weighted average number of common shares outstanding during the period. The computation of diluted earnings per share is based on the weighted average number of common shares outstanding during the period plus, to the extent they are dilutive, common equivalent shares (consisting primarily of employee stock options, convertible debt, unvested restricted stock awards and unvested performance share units). The potentially dilutive impact of the Company’s share-based compensation is determined using the treasury stock method.

6

The components used in the computation of basic and diluted loss per share attributable to common stockholders were as follows:

	Three Months Ended March 31,
	2013			2012
Net loss attributable to common stockholders	$	(13,455	)	$	(4,642	)
Basic weighted average shares outstanding		19,994,820			19,984,414
Dilutive effect of stock options		—			—
Dilutive effect of restricted stock awards		—			—
Dilutive effect of performance share units		—			—
Diluted weighted average shares outstanding		19,994,820			19,984,414
Basic loss per share	$	(0.67	)	$	(0.23	)
Diluted loss per share	$	(0.67	)	$	(0.23	)

For the three months ended March 31, 2013, the calculation of diluted weighted average shares outstanding excludes i) the effect of performance share units representing a maximum of 987,147 shares of common stock, ii) options to purchase 1,918,407 shares of common stock, iii) unvested restricted stock awards of 711,544, and iv) debt which is convertible into 6,593 shares of common stock. For the three months ended March 31, 2012, the calculation of diluted weighted average shares outstanding excludes i) the effect of performance share units representing a maximum of 278,686 shares of common stock, ii) options to purchase 1,945,057 shares of common stock, iii) unvested restricted stock awards of 576,938, and iv) debt which is convertible into 6,593 shares of common stock.

Fair Value of Financial Instruments

The Company measures the fair value of assets and liabilities using 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, the Company may use various valuation techniques 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.

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 7). 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, market interest rates that are corroborated with publicly available market information and third party credit ratings for the counterparties to our derivate contracts. When applicable, all such contracts covered by master netting agreements are reported net, with gross positive fair values netted with gross negative fair values by counterparty.

7

In addition to cash flow hedges, the Company’s financial instruments consist of cash equivalents, accounts receivable, long-term debt and other long-term obligations. For cash equivalents, accounts receivable and other long-term obligations, the carrying amounts approximate fair market value. The estimated fair values of the Company’s debt instruments and cash flow hedges as of March 31, 2013, and December 31, 2012, are as follows:

	March 31, 2013
	Fair Value		Carrying Amount		Balance Sheet Classification
Senior Secured Notes due 2019	$	578,188	$	550,000	Long-term debt, less current maturities
Senior Secured 2010 Credit Facility		—		—
North America Mortgage Loans		13,930		13,715	Long-term debt, including current maturities
Zhongshan 2010 Credit Facility		10,000		10,000	Current maturities of long-term debt
Senior Subordinated Convertible Notes due 2013		895		895	Current maturities of long-term debt
Cash flow hedges –deferred gain contracts		1,711		1,711	Prepaid expenses and other
	December 31, 2012
	Fair Value		Carrying Amount		Balance Sheet Classification
Senior Secured Notes due 2019	$	543,125	$	550,000	Long-term debt, less current maturities
Senior Secured 2010 Credit Facility		—		—
North America Mortgage Loans		14,128		14,125	Long-term debt, including current maturities
Zhongshan 2010 Credit Facility		10,000		10,000	Current maturities of long-term debt
Senior Subordinated Convertible Notes due 2013		895		895	Long-term debt, less current maturities
Cash flow hedges –deferred gain contracts		1,340		1,340	Prepaid expenses and other

The Company determined the fair value of the Senior Secured Notes due 2019 using Level 1 inputs—quoted market prices for the notes. The Company determined the fair value of the North America Mortgage Loans, Zhongshan 2010 Credit Facility and Senior Subordinated Convertible Notes due 2013 (see Note 5) using Level 2 inputs, including market interest rates. For the Zhongshan 2010 Credit Facility and variable rate mortgage loans, the carrying value approximated their fair value. For fixed rate mortgage loans, the Company estimated the fair value based on discounted future cash flows using a discount rate that approximates the current effective borrowing rate for comparable loans. The Company estimated the fair value of the Senior Subordinated Convertible Notes due 2013 to be their par value based upon recent trading activity.

Recently Adopted Accounting Pronouncements

On January 1, 2013, the Company adopted a new accounting standard which requires the Company to disclose additional information about financial instruments that have been offset on its balance sheet. Assets and liabilities for financial instruments, such as cash flow hedge contracts, which are covered by master netting agreements are reported net, with gross positive fair values netted with gross negative fair values by counterparty. While the adoption of this standard impacts the Company’s disclosures, it does not change the way the Company accounts for such financial instruments and has no effect on the Company’s financial condition or results of operations. As of March 31, 2013, no financial instruments had been offset on the Company’s balance sheet.

On January 1, 2012, the Company adopted an accounting standard which changes the way accumulated other comprehensive income is presented in its financial statements and elected to begin reporting accumulated other comprehensive income in a continuous consolidated statement of operations and other comprehensive income. In addition, certain other aspects of the new standard were adopted on January 1, 2013, requiring additional disclosure about reclassification adjustments out of accumulated other comprehensive income. The adoption of this standard had no effect on the Company’s financial condition or results of operations (see Note 11).

8

Noncontrolling Interest

The Company owns a majority interest in its subsidiary that operates a manufacturing facility in Huiyang, China, and a noncontrolling interest holder owns 5% of this subsidiary. During the three months ended March 31, 2012, the Company also owned a majority interest in its subsidiary that operated a manufacturing facility in Huizhou, China, and the same noncontrolling interest holder owned 15% of that subsidiary. In connection with the closure of the Huizhou facility, in May 2012, the Company purchased the 15% interest of the noncontrolling interest holder, increasing the Company’s ownership to 100%. Noncontrolling interest is reported as a component of equity, and net income attributable to the noncontrolling interest is reported as a reduction from net income to arrive at net income attributable to the Company’s common stockholders.

The Company purchases consulting and other services from the noncontrolling interest holder related to the Huiyang facility. During the three months ended March 31, 2013 and 2012, the Company paid the noncontrolling interest holder $27 and $29, respectively, related to these services. During 2012, the Company leased the Huizhou facility and purchased services related to the Huizhou facility from the noncontrolling interest holder. During the three months ended March 31, 2012, the Company paid the noncontrolling interest holder $185 for rental and service fees.

A reconciliation of noncontrolling interest for the three months ended March 31, 2013 and 2012, is as follows:

	2013		2012
Balance, beginning of year	$	2,330	$	3,665
Net income (loss) attributable to noncontrolling interest		173		(495	)
Balance, March 31,	$	2,503	$	3,170

2. The DDi Acquisition

On May 31, 2012, the Company acquired DDi Corp. (“DDi”) in a cash purchase transaction pursuant to which DDi became a wholly owned subsidiary of the Company (the “DDi Acquisition”). The following unaudited pro forma information presents the combined results of operations of Viasystems and DDi for the three months ended March 31, 2012, as if the DDi Acquisition had been completed on January 1, 2012, with adjustments to give effect to pro forma events that are directly attributable to the DDi Acquisition. The unaudited pro forma results do not reflect any operating efficiencies or potential cost savings which may have resulted from the consolidation of the operations of the companies. Accordingly, these unaudited pro forma results are presented for illustrative purposes and are not intended to represent or be indicative of the actual results of operations of the combined company that would have been achieved had the acquisition occurred at the beginning of the period presented, nor are they intended to represent or be indicative of future results of operations.

The following table summarizes the unaudited pro forma results of operations:

	Three Months Ended March 31,
	2012
Net sales	$	331,002
Net loss	$	(3,973	)

Adjustments to the pro forma net loss for the three months ended March 31, 2012 were: i) the exclusion of $1,067 of acquisition-related costs, ii) the inclusion of $2,385 of net expense related to fair value adjustments to acquisition-date net assets acquired and iii) the inclusion of $3,847 of net expense related to merger financing transactions, including interest expense and amortization of deferred financing costs.

9

3. Inventories

The composition of inventories is as follows:

	March 31, 2013		December 31, 2012
Raw materials	$	44,962	$	42,149
Work in process		30,983		34,136
Finished goods		33,100		34,744
Total	$	109,045	$	111,029

Inventories are stated at the lower of cost (valued using the first-in, first-out and average cost methods) or market.

4. Property, Plant and Equipment

The composition of property, plant and equipment is as follows:

	March 31, 2013			December 31, 2012
Land and buildings	$	128,161		$	126,142
Machinery, equipment and systems		721,329			718,321
Leasehold improvements		93,544			84,197
Construction in progress		20,734			24,848
		963,768			953,508
Less: Accumulated depreciation		(537,919	)		(525,540	)
Total	$	425,849		$	427,968

5. Credit Facilities and Long-term Debt

The composition of long-term debt is as follows:

	March 31, 2013			December 31, 2012
Senior Secured Notes due 2019	$	550,000		$	550,000
Senior Secured 2010 Credit Facility		—			—
North America Mortgage Loans		13,715			14,125
Zhongshan 2010 Credit Facility		10,000			10,000
Senior Subordinated Convertible Notes due 2013		895			895
Capital leases		678			676
		575,288			575,696
Less: Current maturities		(12,250	)		(12,250	)
	$	563,038		$	563,446

As of March 31, 2013, $10,000 was outstanding under the Company’s various credit facilities, the Company had issued letters of credit totaling $651, and approximately $104,194 of the credit facilities were unused and available.

6. Restructuring and Impairment

As of March 31, 2013, the reserve for restructuring charges includes $1,249, $561 and $122 related to a staffing reduction plan in the Company’s Printed Circuit Boards segment which was announced in 2012, the closure of its Huizhou, China PCB facility which ceased operations during 2012 and the integration of the DDi business acquired in May 2012, respectively. The reserve for restructuring activities at March 31, 2013, also includes $1,300 incurred as part of plant shutdowns and downsizings which occurred in 2001 through 2005 as a result of the economic downturn that began in 2000.

10

The following tables summarize changes in the reserve for restructuring charges for the three months ended March 31, 2013 and 2012:

	Three Months Ended March 31, 2013
	Reserve at 12/31/12		Net Charges		Cash Payments			Adjustments			Reserve at 3/31/13
Restructuring Activities:
Personnel and severance	$	3,758	$	—	$	(1,564	)	$	—		$	2,194
Lease and other contractual commitments		1,610		—		(584	)		12	(a)		1,038
Total restructuring charges	$	5,368	$	—	$	(2,148	)	$	12		$	3,232
	Three Months Ended March 31, 2012
	Reserve at 12/31/11		Net Charges		Cash Payments			Adjustments			Reserve at 3/31/12
Restructuring Activities:
Personnel and severance	$	190	$	6,975	$	(2	)	$	—		$	7,163
Lease and other contractual commitments		952		12		(103	)		14	(a)		875
Total restructuring charges	$	1,142	$	6,987	$	(105	)	$	14		$	8,038

(a) Represents accretion of interest on discounted restructuring liabilities.

During the three months ended March 31, 2013, the Company incurred no restructuring charges. During the three months ended March 31, 2012, the Company recognized $6,430 of restructuring charges in its Printed Circuit Boards segment related to the announced closure of the Huizhou facility and $557 of restructuring charges in its Assembly segment related to the announced closure of the Qingdao facility. The Huizhou facility ceased operations during the third quarter of 2012, and was returned to the landlord in January 2013. The Qingdao facility ceased operations and was returned to the landlord during the third quarter of 2012.

7. Derivative Financial Instruments and Cash Flow Hedging Strategy

The Company uses foreign exchange forward contracts and cross-currency swaps that are designated and qualify as cash flow hedges 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 transacting business in currencies other than the U.S. dollar, primarily the Chinese Renminbi (“RMB”).

The Company enters into foreign exchange forward contracts and cross-currency swaps after considering expected future use of foreign currencies, desired foreign exchange rate sensitivities and the foreign exchange rate environment. Prior to entering into a hedge transaction, the Company documents the relationship between hedging instruments to be used and the hedged items, as well as the risk management objective for undertaking the hedge transactions. The Company generally does not hedge its exposure to the exchange rate variability of future cash flows beyond the end of its next fiscal year.

The Company recognizes all such derivative contracts as either assets or liabilities in the balance sheet and measures those instruments at fair value through adjustments to other comprehensive income, current earnings, or both, as appropriate. Accumulated other comprehensive income as of March 31, 2013 and December 31, 2012, included net deferred gains on derivatives of $1,711, (net of taxes of $0) and $1,340 (net of taxes of $0), respectively.

11

The Company records deferred gains and losses related to cash flow hedges based on the fair value of open derivative contracts on the reporting date, as determined using a market approach and Level 2 inputs (see Note 1). As of March 31, 2013 and December 31, 2012, all of the Company’s derivative contracts were in the form of Chinese RMB cross-currency swaps which were designated and qualified as cash flow hedging instruments. The following table summarizes the Company’s outstanding derivative contracts:

	March 31, 2013		December 31, 2012
Notional amount in thousands of Chinese RMB		900,000		1,200,000
Weighted average remaining maturity in months		4.6		6.1
Weighted average exchange rate to one U.S. Dollar		6.36		6.36

Realized gains or losses from the settlement of foreign exchange forward contracts and cross-currency swap contracts are recognized in earnings in the same period the hedged foreign currency cash flow affects earnings. For the three months ended March 31, 2013 and 2012, gains of $659 and $850, respectively, were recorded in cost of goods sold related to foreign currency cash flow hedges.

8. Stock-based Compensation

Stock compensation expense recognized in the condensed consolidated statements of operations and comprehensive (loss) income was as follows:

	Three Months Ended March  31,
	2013		2012
Cost of goods sold	$	228	$	160
Selling, general and administrative		2,979		2,361
	$	3,207	$	2,521

Stock Options

The following table summarizes the stock option activity for the three months ended March 31, 2013 and 2012:

	2013					2012
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Outstanding at beginning of year		2,029,010		$	31.84		1,676,812		$	35.99
Granted		11,500			14.25		294,962			18.42
Exercised		—			—		—			—
Forfeited		(122,103	)		137.04		(26,717	)		86.27
Outstanding at March 31,		1,918,407		$	25.04		1,945,057		$	32.64
Options exercisable at March 31,		1,494,936		$	26.97		1,022,641		$	43.87

The weighted average fair value of stock options granted during the three months ended March 31, 2013 and 2012, was $6.31 and $9.12, respectively, estimated on the date of the grants using the Black-Scholes option pricing model with the following assumptions:

	2013	2012
Expected life of options	4.3 years	4.3 years
Risk free interest rate	0.85% to 0.88%	0.82% to 0.85%
Expected volatility of stock	54.81% to 54.94%	62.61% to 62.75%
Expected dividend yield	None	None

For stock options granted during the three months ended March 31, 2013, the Company estimated the expected volatility of the underlying shares using its historical stock performance. In prior periods, as there was insufficient historical data about the Company’s common stock performance, the Company estimated the expected volatility of the underlying shares based on the blended historical stock volatility of peer companies. The Company estimated the expected life of new option grants using the simplified method.

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The following table summarizes information regarding outstanding stock options as of March 31, 2013:

	Outstanding						Exercisable
Exercise Price	Number of Options		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Number of Options		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price
$ 14.19 to $18.94		437,295		5.89 years	$	17.29		150,468		5.55 years	$	17.65
$ 20.38 to $21.04		504,363		4.78 years		20.41		377,886		4.74 years		20.40
$ 21.88 to $24.00		908,628		3.98 years		21.89		898,461		3.95 years		21.89
$ 150.99		68,121		2.70 years		150.99		68,121		2.70 years		150.99
		1,918,407		4.58 years	$	25.04		1,494,936		4.26 years	$	26.97

Restricted Stock Awards

The following table summarizes restricted stock activity for the three months ended March 31, 2013 and 2012:

	2013					2012
	Shares			Weighted Average Grant Date Per Share Fair Value		Shares		Weighted Average Grant Date Per Share Fair Value
Nonvested at beginning of year		629,435		$	18.40		405,595	$	18.05
Granted		84,609			14.68		171,343		18.42
Vested		—			—		—		—
Forfeited		(2,500	)		18.42		—		—
Nonvested at March 31,		711,544		$	17.96		576,938	$	18.16

Performance Share Units

For performance share units with market conditions, such as those that include performance conditions related to attaining a specific stock price, the grant date fair value of awards is expensed ratably over the requisite service period. For performance share units without market conditions, the grant date fair value of awards is expensed ratably over the requisite service period based on the probability of achieving the performance objectives, with changes in expectations recognized as an adjustment to earnings in the period of the change. Performance share units vest only if performance objectives are achieved, and vested shares may range from zero to 200% of the original grant, depending upon the terms of the respective awards and the actual results compared with the performance objectives.

During the three months ended March 31, 2013, the Company granted performance share units with market conditions. The weighted average per share fair value of these grants was $16.57, estimated using the Monte Carlo simulation model.

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The following table summarizes performance share unit activity for the three months ended March 31, 2013 and 2012:

	2013				2012
	Shares		Weighted Average Grant Date Per Share Fair Value		Shares		Weighted Average Grant Date Per Share Fair Value
Nonvested, beginning of year		139,343	$	18.42		—	$	—
Granted		427,736		16.57		139,343		18.42
Vested		—		—		—		—
Forfeited		—		—		—		—
Nonvested, at March 31,		567,079	$	17.03		139,343	$	18.42

9. Income Taxes

The Company’s income tax provision relates to i) taxes provided on its pre-tax earnings based on the effective tax rates in the jurisdictions where the income is earned and ii) other tax matters, including changes in tax-related contingencies and changes in the valuation allowance established for deferred tax assets. Taxes provided on pre-tax income relate primarily to the Company’s profitable operations in China. Because of substantial net operating loss carryforwards related to the U.S. and other tax jurisdictions, the Company has not recognized income tax benefits in those jurisdictions for certain expenses, including the Company’s substantial interest expense.

For the three months ended March 31, 2013, the Company’s tax provision includes net expense of $2,524 related to pre-tax earnings, and a net expense of $639 related to other tax matters, including reversals of $29 of uncertain tax positions due to the lapse of the applicable statute of limitations. For the three months ended March 31, 2012, the Company’s tax provision included net expense of $2,746 related to its pre-tax earnings and a net benefit of $530 related to other tax matters, which included reversals of $1,233 of uncertain tax positions due to the lapse of the applicable statute of limitations.

10. Business Segment Information

The Company operates in two segments: i) Printed Circuit Boards and ii) Assembly. The Printed Circuit Boards segment consists of printed circuit board manufacturing facilities located in the United States, Canada and 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 enclosure fabrication, and full system assembly and testing. The assembly operations are conducted in manufacturing facilities in China and Mexico. Assets and liabilities of the Company’s corporate headquarters, along with those of its closed printed circuit board and assembly operations, have not been allocated and remain in “Other” for purpose of segment disclosures. Operating expenses of the Company’s corporate headquarters are allocated to each segment based on a number of factors, including relative sales contributions. Expenses related to acquisitions and equity registrations are reported in “Other” for purpose of segment disclosures.

Total assets by segment are as follows:

	March 31, 2013		December 31, 2012
Printed Circuit Boards	$	957,362	$	955,618
Assembly		83,050		87,280
Other		64,399		63,283
Total assets	$	1,104,811	$	1,106,181

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Net sales and operating income (loss) by segment, together with a reconciliation to loss before income taxes, are as follows:

	Three Months Ended March 31,
	2013			2012
Net sales to external customers:
Printed Circuit Boards	$	240,981		$	213,071
Assembly		31,959			49,018
Total	$	272,940		$	262,089
Intersegment sales:
Printed Circuit Boards	$	2,833		$	1,877
Assembly		—			—
Total	$	2,833		$	1,877
Operating income (loss):
Printed Circuit Boards	$	3,727		$	7,015
Assembly		(1,050	)		(844	)
Other		(124	)		(1,012	)
Total		2,553			5,159
Interest expense, net		11,199			7,352
Amortization of deferred financing costs		725			504
Other, net		748			224
Loss before income taxes	$	(10,119	)	$	(2,921	)

11. Accumulated Other Comprehensive Income

Changes in accumulated other comprehensive income, by component, for the three months ended March 31, 2013 and 2012, were as follows:

	2013								2012
	Cash Flow Hedges (see Note  7)			Foreign Currency Translation		Total			Cash Flow Hedges (see Note  7)			Foreign Currency Translation		Total
Accumulated other comprehensive income at beginning of year	$	1,340		$	7,528	$	8,868		$	527		$	7,528	$	8,055
Other comprehensive income, net of tax and before reclassifications		1,030			—		1,030			1,841			—		1,841
Amounts reclassified from accumulated other comprehensive income, net of tax		(659	)		—		(659	)		(850	)		—		(850	)
Other comprehensive income, net of tax,		371			—		371			991			—		991
Accumulated other comprehensive income at March 31,	$	1,711		$	7,528	$	9,239		$	1,518		$	7,528	$	9,046

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in this Quarterly Report on Form 10-Q (the “Report”).

We have made certain “forward-looking” statements in this Report under the protection of the safe harbor for forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Such forward-looking statements include those statements made in the section titled “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 or 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, except to the extent required by law.

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, risks associated with integration of DDi Corp. and being controlled by VG Holdings, LLC. Please refer to the “Risk Factors” section in our Annual Report on Form 10-K for the year ended December 31, 2012, for additional factors that could materially affect our financial performance.

Recent Developments

Guangzhou Fire

On September 5, 2012, we experienced a fire on the campus of our PCB manufacturing facility in Guangzhou, China which temporarily reduced the facility’s manufacturing capacity (the “Guangzhou Fire”). While we were able to restore some of the lost capacity during the fourth quarter of 2012, it was not until the end of January 2013 before we were able to achieve normal operating capacity. In addition, the installation and calibration required to bring new equipment online caused labor inefficiencies and increased scrap rates during the first quarter. Where possible we shifted production of affected products to our other PCB facilities; however, due to customer qualification requirements, we were not able to shift all affected work orders.

Our results for the first quarter of 2013 reflect the diminished capacity at our Guangzhou facility as well as a reduction in sales orders from some of our customers who required us to re-qualify our Guangzhou facility before they would place new orders. Assuming the DDi Acquisition had occurred on January 1, 2012, on a pro forma basis, approximately 24% of our Printed Circuit Boards segment sales were attributable to our Guangzhou facility for the three months ended March 31, 2012. For the three months ended March 31, 2013, sales attributable to our Guangzhou facility declined by 33% as compared to the comparable period in 2012.

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Company Overview

We are a leading worldwide provider of complex multi-layer rigid, flexible and rigid-flex printed circuit boards (“PCBs”) and electro-mechanical solutions (“E-M Solutions”). PCBs serve as the “electronic backbone” of almost all electronic equipment, and our E-M Solutions products and services integrate PCBs and other components into finished or semi-finished electronic equipment, which include custom and standard metal enclosures, metal cabinets, metal racks and sub-racks, backplanes, cable assemblies and busbars.

The products we manufacture include, or can be found in, a wide variety of commercial products, including automotive engine controls, hybrid converters, automotive electronics for navigation, safety, entertainment and anti-lock braking systems, telecommunications switching equipment, data networking equipment, computer storage equipment, semiconductor test equipment, wind and solar energy applications, off-shore drilling equipment, flight control systems, military communications applications and complex industrial, medical and other technical instruments.

We have fifteen manufacturing facilities, including eight in the United States and seven located outside of the United States that allow us to take advantage of low cost, high quality manufacturing environments, while serving a broad base of customers around the globe. Our PCB products are produced in our eight domestic facilities, three of our five facilities in China and our one facility in Canada. Our E-M Solutions products and services are provided from our other two facilities in China and our one facility in Mexico. 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. We operate our business in two segments: Printed Circuit Boards, which includes our PCB products, and Assembly, which includes our E-M Solutions products and services.

We are a supplier to more than 1,000 original equipment manufacturers (“OEMs”) and contract electronic manufacturers (“CEMs”) in numerous end markets. Our OEM customers include industry leaders such as Agilent Technologies, Inc., Alcatel-Lucent SA, Apple Inc., Autoliv, Inc., BAE Systems, Inc., Robert Bosch GmbH, Broadcom Corporation, Ciena Corporation, Cisco Systems, Inc., Continental AG, Dell Inc., Danahar Corporation, Ericsson AB, General Electric Company, Goodrich Corporation, Harris Communications, Hitachi, Ltd., Huawei Technologies Co. Ltd., Intel Corporation, L-3 Communications Holdings, Inc., Motorola Inc., NetApp, Inc., Q-Logic Corporation, Qualcomm Incorporated, Raytheon Company, Rockwell Automation, Inc., Rockwell Collins, Inc., Tellabs, Inc., TRW Automotive Holdings Corp., and Xyratex Ltd. In addition, we have good working relationships with industry-leading CEMs such as Benchmark Electronics, Inc., Celestica, Inc., Flextronics International Ltd., Foxconn Technology Group, Jabil Circuit, Inc. and Plexus Corp., and we supply PCBs and E-M Solutions products to these customers as well.

Business Overview

As a component manufacturer, our sales trends generally reflect the market conditions in the industries we serve. While we believe the long-term growth prospects for our PCB and E-M Solutions products remain steady, economic uncertainty continues to exist, and our visibility to future demand trends and pricing pressures remains limited.

Having regained normal operating capacity after the Guangzhou Fire, we expect sales in the automotive end market will recover as they follow long-term industry demand trends. According to Prismark Partners LLC, a leading PCB industry research firm, the global automotive electronics market is expected to grow at a compound annual growth rate of 6.8% from 2012 to 2017. Market growth in automotive electronics is expected to be driven primarily by growth in worldwide vehicle sales, particularly to customers in emerging markets such as China, increased electronic content per vehicle and increased sales of hybrid and electric vehicles.

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In the industrial & instrumentation market, while we have experienced sales fluctuations with some of our larger customers due to their own particular circumstances, we expect sales trends in this diverse market will follow global economic trends.

The telecommunications end market remains dynamic as the customers we supply produce a mix of products which include both new cutting edge applications as well as more mature products with varying levels of demand. We continue to try to position ourselves to take advantage of growth opportunities related to the introduction of next generation wireless technology standards, but this portion of the market has been slow to develop.

In the computer and datacommunications end market, we continue to pursue new customers and programs for both our Printed Circuit Boards and Assembly segments, especially in the high-end server and storage sectors.

In the military and aerospace market, while we continue to pursue market share gains as a result of continuing customer qualification activity, overall demand trends in this market have been negatively impacted by implementation of the budget sequester. Until there is some resolution to the ongoing budget debate in Washington, we expect pressures on U.S. government defense spending will continue to hamper demand and cause downward pricing pressures.

Results of Operations

Three Months Ended March 31, 2013, Compared with the Three Months Ended March 31, 2012

Net Sales. Net sales for the three months ended March 31, 2013, were $272.9 million, a $10.9 million, or 4.1%, increase from net sales during the same period in 2012. Driving this increase were sales from manufacturing and distribution facilities acquired in the DDi Acquisition, partially offset by decreased sales at legacy Viasystems Printed Circuit Boards and Assembly facilities. Assuming the DDi Acquisition had occurred on January 1, 2012, on a pro forma basis, net sales decreased by approximately $58.1 million, or 17.5%, to $272.9 million for the three months ended March 31, 2013, as compared with the same period in 2012.

Net sales by end market for the three months ended March 31, 2013 and 2012, on i) a historical basis and ii) a pro forma basis as if the DDi Acquisition had been completed on January 1, 2012, were as follows:

	Historical				Pro Forma
End Market (dollars in millions)	2013		2012		2012
Automotive	$	78.9	$	104.7	$	105.9
Industrial & Instrumentation		68.8		63.0		87.1
Computer and Datacommunications		49.3		44.1		60.4
Telecommunications		44.3		38.7		45.9
Military and Aerospace		31.6		11.6		31.7
Total Net Sales	$	272.9	$	262.1	$	331.0

Our net sales of products for end use in the automotive market decreased by approximately $25.7 million, or 24.6%, during the three months ended March 31, 2013, compared with the same period in 2012. Assuming the DDi Acquisition had occurred on January 1, 2012, on a pro forma basis, net sales of products for use in this market decreased by approximately $27.0 million, or 25.5%, to $78.9 million for the three months ended March 31, 2013, as compared with the same period in 2012. The decrease was primarily a result of reduced manufacturing capacity at the beginning of the quarter which also slowed sales orders as we underwent requalification activity after the Guangzhou Fire. In addition, while we made an effort to lower selling prices in light of reductions in some material costs, we experienced reduced market share on some programs due to price competitiveness.

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Net sales of products ultimately used in the industrial & instrumentation markets for the three months ended March 31, 2013, increased by approximately $5.7 million, or 9.1%, compared with the same period in 2012. Assuming the DDi Acquisition had occurred on January 1, 2012, on a pro forma basis, net sales of products for use in this market decreased by approximately $18.2 million, or 20.9%, to $68.8 million for the three months ended March 31, 2013, as compared with the same period in 2012. The decrease in net sales was driven primarily by a decline in sales of wind power related programs as one of our largest customers began manufacturing a portion of the components we supply in-house.

During the first quarter of 2013, net sales of our products for use in the computer and datacommunications market increased by approximately $5.2 million, or 11.8%, as compared with the same period in the prior year. Assuming the DDi Acquisition had occurred on January 1, 2012, on a pro forma basis, net sales of products for use in this market decreased by approximately $11.1 million, or 18.3%, to $49.3 million for the three months ended March 31, 2013, as compared with the same period in 2012. The decrease was primarily a result of reduced manufacturing capacity and a disruption in sales orders due to the Guangzhou Fire, a decline in orders from a customer that experienced reduced demand in their own business and loss of certain business due to price competitiveness, partially offset by increased demand and program wins with a customer we added in 2012.

Net sales of products ultimately used in the telecommunications market increased by approximately $5.6 million, or 14.4%, for the quarter ended March 31, 2013, as compared with the quarter ended March 31, 2012. Assuming the DDi Acquisition had occurred on January 1, 2012, on a pro forma basis, net sales of products for use in this market decreased by approximately $1.7 million, or 3.6%, to $44.3 million for the three months ended March 31, 2013, as compared with the same period in 2012. The sales decline was primarily a result of reduced demand for certain programs we supply, partially offset by new program wins.

Net sales to the military and aerospace end market increased by $20.1 million, or 173.3%, to $31.6 million for the quarter ended March 31, 2013, as compared with the quarter ended March 31, 2012. Assuming the DDi Acquisition had occurred on January 1, 2012, on a pro forma basis, net sales of products for use in this market were essentially flat for the three months ended March 31, 2013, as compared with the same period in 2012. While we believe there are still opportunities to increase our market share in this market, the pro forma flat sales reflect tepid demand from our customers as a result of uncertainty caused by the budget sequester.

Net sales by segment for the three months ended March 31, 2013 and 2012, on i) a historical basis and ii) a pro forma basis as if the DDi Acquisition had been completed on January 1, 2012, were as follows:

	Historical						Pro Forma
Segment (dollars in millions)	2013			2012			2012
Printed Circuit Boards	$	243.8		$	215.0		$	283.9
Assembly		31.9			49.0			49.0
Eliminations		(2.8	)		(1.9	)		(1.9	)
Total Net Sales	$	272.9		$	262.1		$	331.0

Printed Circuit Boards segment net sales, including intersegment sales, for the three months ended March 31, 2013, increased by $28.9 million, or 13.4%, to $243.8 million. Assuming the DDi Acquisition had occurred on January 1, 2012, on a pro forma basis, Printed Circuit Boards segment net sales decreased by approximately $40.0 million, or 14.1%, to $243.8 million for the three months ended March 31, 2013, as compared with the same period in 2012. The decrease was a result of pro forma decreases in net sales in all but our telecommunications end market.

Assembly segment net sales decreased by $17.1 million, or 34.8%, to $31.9 million for the three months ended March 31, 2013, compared with the first quarter of 2012. The decrease was primarily the result of reduced demand in wind power programs in our industrial & instrumentation end market.

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Cost of Goods Sold. Cost of goods sold, exclusive of items shown separately in the condensed consolidated statement of operations and comprehensive (loss) income for the three months ended March 31, 2013, was $219.1 million, or 80.3%, of consolidated net sales. This represents a 0.2 percentage point improvement from the 80.5% of consolidated net sales for the first quarter of 2012. Cost of goods sold as a percentage of net sales were positively impacted during the quarter by reduced incentive compensation, staffing reductions at certain of our PCB manufacturing facilities in China during the second half of 2012 and an increase in quick-turn PCB sales which enjoy a higher sales margin, partially offset by manufacturing inefficiencies stemming from the Guangzhou Fire.

The costs of materials, labor and overhead in our Printed Circuit Boards segment can be impacted by trends in global commodities prices and currency exchange rates, as well as other cost trends which can impact minimum wage rates, electricity and diesel fuel costs in China. Economies of scale can help to offset any adverse trends in these costs. With anticipated changes in minimum wage laws in China, we expect our labor costs may increase over the next twelve months. During the second half of 2012, we gave notice and began to gradually reduce staffing at certain of our PCB manufacturing facilities in China. Through the end of 2012 we had implemented most of the planned reductions, and we expect the balance of these headcount reductions will be completed over the balance of 2013.

Cost of goods sold in our Assembly segment relates primarily to component materials costs. As a result, trends in sales volume for the segment drive similar trends in cost of goods sold.

Selling, General and Administrative Costs. Selling, general and administrative costs increased by $6.2 million, or 28.9%, to $27.7 million for the three months ended March 31, 2013, compared to the same period in the prior year. The increase in selling, general and administrative costs is primarily a result of costs associated with manufacturing and administrative sites acquired in the DDi Acquisition, increased non-cash stock compensation expense and costs associated with management meetings during the first quarter of 2013, partially offset by reduced professional fees related to the DDi Acquisition and reduced incentive compensation expense.

Depreciation. Depreciation expense for the three months ended March 31, 2013, was $22.0 million, including $20.9 million related to our Printed Circuit Boards segment and $1.1 million related to our Assembly segment. Depreciation expense in our Printed Circuit Boards segment increased by approximately $4.9 million, or 30.4%, compared to the same period last year primarily as a result of fixed assets acquired in the DDi Acquisition and increased investments in new equipment during the past twelve months at legacy Viasystems facilities. Depreciation expense in our Assembly segment increased by approximately $0.1 million primarily as a result of new capital investments over the last twelve months.

Restructuring and Impairment. During the three months ended March 31, 2013, we incurred no restructuring charges as compared to the three months ended March 31, 2012, when we recognized $6.4 million of restructuring charges in our Printed Circuit Boards segment related to the announcement of the closure of our Huizhou, China facility and $0.6 million of restructuring charges in our Assembly segment related to the announcement of the closure of our Qingdao, China facility. The district where our Huizhou facility was located was redeveloped away from industrial use, and we were unable to renew our lease of the facility. The Huizhou facility ceased operations during the third quarter of 2012, and was returned to the landlord in January 2013. Our Qingdao facility had primarily operated as a satellite facility supporting the operations of our E-M Solutions facility in Shanghai, China. In order to achieve operational efficiencies and cost reductions, we consolidated the operations of the Qingdao facility into our other E-M Solutions facilities in China. The Qingdao facility ceased operations and was returned to the landlord during the third quarter of 2012.

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At the time we acquired DDi in May 2012, DDi was in the process of building a new PCB manufacturing facility in Anaheim, California with plans to relocate its existing Anaheim operations from a leased facility. We expect the new facility will be completed and the Anaheim operations will transition to the new facility during the second and third quarters of 2013. In connection with the relocation of the Anaheim operations, we expect to incur restructuring costs in our Printed Circuit Boards segment of approximately $1.0 million.

Operating Income. Operating income of $2.6 million for the three months ended March 31, 2013, represents a decrease of $2.6 million compared to operating income of $5.2 million for the three months ended March 31, 2012. The primary sources of operating income (loss) for the three months ended March 31, 2013 and 2012, were as follows:

Source (dollars in millions)	2013			2012
Printed Circuit Boards segment	$	3.7		$	7.1
Assembly segment		(1.0	)		(0.9	)
Other		(0.1	)		(1.0	)
Operating income	$	2.6		$	5.2

Operating income from our Printed Circuit Boards segment decreased by $3.4 million to $3.7 million for the three months ended March 31, 2013, compared to $7.1 million for the same period in the prior year. The decrease is primarily the result of increased selling, general and administrative and depreciation costs partially offset by decreased restructuring and impairment charges.

Operating loss from our Assembly segment was $1.0 million for the three months ended March 31, 2013, compared to a loss of $0.9 million in the first quarter of 2012. The increase is primarily the result of reduced sales volumes.

The operating loss in the “Other” segment for the three months ended March 31, 2013 and 2012, relate to professional fees and other expenses associated with the DDi Acquisition.

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-U.S. GAAP financial measures, including “Adjusted EBITDA.” 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 flows or results of operations.

Our board of directors, lenders and management use Adjusted EBITDA primarily as an additional measure of operating performance for matters including executive compensation and competitor comparisons. In addition, the use of this non-U.S. 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 future operating cash flows, as follows:

• Stock Compensation – non-cash charges associated with recognizing the fair value of stock options and other equity awards granted to employees and directors. We exclude these charges to more clearly reflect comparable year-over-year cash operating performance.

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• Costs Relating to Acquisitions and Equity Registrations – professional fees and other non-recurring costs and expenses associated with mergers and acquisition activity as well as costs associated with capital transactions, such as equity registrations. We exclude these costs and expenses because they are not representative of our customary operating expenses.

• Restructuring and Impairment Charges – which consist primarily of facility closures and other headcount reductions. Historically, a significant amount of these restructuring and impairment charges have been non-cash charges related to the write-down of property, plant and equipment to estimated net realizable value. We exclude these restructuring and impairment charges to more clearly reflect our ongoing operating performance.

Reconciliations of operating income to Adjusted EBITDA for the three months ended March 31, 2013 and 2012, were as follows:

	Three Months Ended March  31,
Source (dollars in millions)	2013		2012
Operating income	$	2.6	$	5.2
Add-back:
Depreciation and Amortization		23.6		17.4
Non-cash stock compensation expense		3.2		2.5
Costs relating to acquisitions and equity registrations		0.1		1.0
Restructuring and impairment		—		7.0
Adjusted EBITDA	$	29.5	$	33.1

Adjusted EBITDA decreased by $3.6 million, or 10.7%, primarily as a result of increased selling, general and administrative costs partially offset by lower cost of goods sold relative to net sales levels.

Interest Expense, Net. Interest expense, net of interest income, was $11.2 million for the three month period ended March 31, 2013, compared with $7.4 million for the quarter ended March 31, 2012. On April 30, 2012, we issued $550.0 million in aggregate principal amount of 7.875% senior secured notes due 2019 and on May 30, 2012, we redeemed our $220.0 million in the aggregate principal amount of 12.0% Senior Secured Notes due 2015. The increase in interest expense is primarily due to the incremental interest expense associated with the 2019 Notes compared with the 2015 Notes and interest expense associated with mortgage loans assumed in the DDi Acquisition.

Other Income and Expense. Other expense, net for the three months ended March 31, 2013 and 2012, was $0.7 million and $0.2 million, respectively, and consisted primarily of net foreign currency translation losses, net losses upon the disposal of fixed assets and state franchise taxes.

We are party to contracts and agreements with third parties in which we have agreed to indemnify such parties against certain liabilities in connection with claims by unrelated parties. At March 31, 2013, other non-current liabilities include $11.3 million of accruals for potential claims in connection with such indemnities. We presently expect to reverse approximately $9.0 million of these accruals during the fourth quarter of 2013 upon the lapse of the period during which certain of these claims could be made. The amount of any such reversals will be included in other income in our consolidated statements of operations and comprehensive (loss) income.

Income Taxes. Our income tax provision relates to i) taxes provided on our pre-tax earnings based on the effective tax rates in the jurisdictions where the income is earned and ii) other tax matters, including changes in tax-related contingencies and changes in the valuation allowance established for deferred tax assets. Taxes provided on pre-tax income relate primarily to our profitable operations in China. Because of substantial net operating loss carryforwards related to the U.S. and other tax jurisdictions, we have not recognized income tax benefits in those jurisdictions for certain expenses, including our substantial interest expense. For the three months ended March 31, 2013, our tax provision included net expense of $2.5 million related to our pre-tax earnings and $0.6 million related to other tax matters. For the three months ended March 31, 2012, our tax provision includes net expense of $2.7 million related to pre-tax earnings and a net benefit of $0.5 million related to other tax matters.

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Liquidity and Capital Resources

We believe that cash flow from operations, availability on credit facilities and available cash on hand will be sufficient to fund our recurring capital expenditure requirements and other currently anticipated cash needs for the next twelve months. 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 be assured however, that our business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized on schedule, that future borrowings will be available to us under our credit facilities or that we will be able 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.

Our principal liquidity requirements over the next twelve months will be for i) $21.7 million semi-annual interest payments required in connection with the 2019 Notes, payable in May and November each year ii) capital expenditure needs of our continuing operations, iii) working capital needs, iv) debt service requirements in connection with our credit facilities and other debt, including $0.9 million payable upon the maturity of our 2013 Notes and v) costs to relocate our Anaheim, California operations from a leased facility to an owned facility beginning in the second quarter. In addition, the potential for acquisitions of other businesses in the future may require additional debt or equity financing.

Cash Flow

Net cash provided by operating activities for the three months ended March 31, 2013 and 2012, was $29.1 million and $10.3 million, respectively. The increase in net cash from operating activities is primarily due to positive changes in working capital, partially offset by lower net income.

Net cash used in investing activities was $20.0 million for the three months ended March 31, 2013, and primarily related capital expenditures. Net cash used in investing activities was $23.4 million for the three months ended March 31, 2012, and primarily related to capital expenditures of approximately $22.4 million and a $1.1 million deposit paid towards the acquisition of the remaining 15% interest in our Huizhou, China facility. Our Printed Circuit Boards segment is a capital-intensive business that requires annual spending to keep pace with customer demands for new technologies, cost reductions, and product quality standards. The spending required to meet our customers’ requirements is incremental to recurring repair and replacement capital expenditures required to maintain our existing production capacities and capabilities. Total capital expenditures by our Printed Circuit Boards segment for the three months ended March 31, 2013 and 2012, were $19.1 million and $18.9 million, respectively. Given the uncertainty about global economic conditions, we have and will continue to focus on managing capital expenditures to respond to changes in demand or other economic conditions.

Net cash used in financing activities was $0.3 million for the three months ended March 31, 2013 which related to the repayment of the North America mortgages loans. Net cash used in financing activities was $0.3 million for the three months ended March 31, 2012, which related to financing commitments obtained in connection with the DDi Acquisition.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

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. Sales are primarily denominated in U.S. dollars, while expenses are frequently denominated in local currencies, and results of operations may be adversely affected 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 and cross-currency swaps to minimize the short-term impact of foreign currency fluctuations. We do not engage in hedging transactions for speculative investment reasons. Gains or losses from our hedging activities have not historically 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. At March 31, 2013, there were foreign currency hedge instruments outstanding with a nominal value of approximately 900.0 million Chinese RMB related to our operations in Asia.

Item 4. Controls and Procedures

As of March 31, 2013, under the supervision, and with the participation of our Chief Executive Officer and the Chief Financial Officer, management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2013, to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (a) is recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commission’s rules and forms and (b) is accumulated and communicated to our management, including the principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(d) of the Exchange Act, management, including our Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of our internal control over financial reporting to determine whether any change occurred during the quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, there were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. 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.

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Delphi Litigation.

On May 19, 2011, and in a later amended petition, our subsidiary Viasystems Technologies Corp., LLC (“Viasystems Technologies”) filed a declaratory judgment action in St. Louis County, Missouri against certain Delphi Automotive companies (“Delphi”), asserting that Viasystems Technologies was not obligated under alleged requirements contracts to provide Delphi with product at prices demanded by Delphi, that Delphi had breached its contracts with Viasystems, and asserting that Delphi was disparaging Viasystems Technologies and tortiously interfering with Viasystems Technologies’ contracts. By agreement with Delphi, Viasystems Technologies did not serve Delphi with that petition while the parties attempted to negotiate their differences, and Viasystems Technologies continued to provide Delphi with product under signed spot purchase agreements. Delphi filed a counterclaim asserting that Viasystems Technologies was obligated to continue to provide product to Delphi at the prices set forth in the alleged requirements contracts, and further claiming that Delphi was under economic duress when it signed the spot buy purchase agreements. In addition, Delphi claimed that Viasystems disparaged Delphi. On January 15, 2013, the court summarily dismissed each of Delphi’s and Viasystems’ defamation claims. We believe Delphi’s remaining claims are without merit and intend on prosecuting our position vigorously. We cannot at this time predict an outcome or potential impact on our future financial condition or results of operations.

Item 6. Exhibits

(a) Exhibits

The information required by this item is included in the exhibit index that follows the signature page of this Form 10-Q.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 9, 2013.

VIASYSTEMS GROUP, INC.
By:	/s/ David M. Sindelar
Name:	David M. Sindelar
Title:	Chief Executive Officer (Principal Executive Officer)
By:	/s/ Gerald G. Sax
Name:	Gerald G. Sax
Title:	Senior Vice President & Chief Financial Officer (Principal Financial Officer)
By:	/s/ Christopher R. Isaak
Name:	Christopher R. Isaak
Title:	Vice President, Corporate Controller & Chief Accounting Officer (Principal Accounting Officer)

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EXHIBIT INDEX

These exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K.

Exhibit No.	Description
3.1 (1)	Third Amended and Restated Certificate of Incorporation of Viasystems Group, Inc.
3.2 (1)	Second Amended and Restated Bylaws of Viasystems Group, Inc.
10.1 (2)	Form of Viasystems Group, Inc. 2010 Equity Incentive Plan Performance Share Units Award Agreement.
10.2 (2)	Form of Viasystems Group, Inc. 2010 Equity Incentive Plan 2013 Leveraged Share Units Award Agreement.
14.1 (2)	Code of Business Conduct and Ethics (as amended April 1, 2013).
31.1 (2)	Chief Executive Officer’s Certification required by Rule 13(a)-14(a) of the Securities Exchange Act of 1934, as amended.
31.2 (2)	Chief Financial Officer’s Certification required by Rule 13(a)-14(a) of the Securities Exchange Act of 1934, as amended.
32.1 (2)	Chief Executive Officer Certification pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.
32.2 (2)	Chief Financial Officer Certification pursuant to 18 U.S.C. § 1350, as adopted pursuant § 906 of the Sarbanes-Oxley Act of 2002.
101 (3)	The following materials from Viasystems Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, formatted in XBRL (eXtensible Business Reporting Language): i) Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the three months ended March 31, 2013 and 2012, ii) Condensed Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012, iii) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012, and iv) Notes to Condensed, Consolidated Financial Statements.

(1) Incorporated by reference to Form 8-K of Viasystems Group, Inc. filed on February 17, 2010.

(2) Filed herewith.

(3) Furnished herewith. Users of this data are advised in accordance with Rule 406T of Regulation S-T promulgated by the Securities and Exchange Commission that this Interactive Data File is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections. The financial information contained in the XBRL-related documents is “unaudited” and “unreviewed.”

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EX-10.1

Exhibit 10.1

PERFORMANCE SHARE UNITS AWARD AGREEMENT

Issued Pursuant to the

VIASYSTEMS GROUP, INC. 2010 EQUITY INCENTIVE PLAN

THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (“Agreement”), effective                         (the “Effective Date”), represents the allocation of performance share units (“Performance Share Units” or “PSUs”) by Viasystems Group, Inc., a Delaware Corporation (the “Company” or “Viasystems”), to                          (the “Participant”) pursuant to the Viasystems Group, Inc., 2010 Equity Incentive Plan (the “Plan”). The Performance Share Units allocated and awarded under this Agreement (“the Award”) are intended to be Performance-Based Compensation as that term is defined under the Plan. This Award represents the right to receive Shares of the Company’s Common Stock for the Performance Share Units earned by satisfaction of the performance measures and goals set forth in Sections 2 and 3 of this Agreement. This Award is made pursuant to and subject to the terms and conditions of the Plan. Capitalized terms not herein defined shall have the meaning ascribed to such terms in the Plan.

1. Performance Share Units. The Participant has been selected to participate in the Plan and to receive an allocation of Performance Share Units as described below. If the Performance Goals stated herein are satisfied at the end of the Performance Period specified below, a transfer of the Shares described below will occur as soon as applicable thereafter;

(a) Date of Grant of Performance Share Units: February 7, 2012

(b) Performance Period: January 1, 2012 up to and including December 31, 2014 (possibility of extension based on terms below).

(c) Performance Measure: 50% of Award allocated to Adjusted EBITDA performance measure and 50% of Award allocated to Adjusted Return on Invested Capital performance measure. Any fraction of a PSU resulting from this allocation will be deemed attributable to Adjusted EBITDA performance measure.

(d) Performance Goals: Set forth in Section 3 of this Agreement.

(e) Number of Performance Share Units Awarded (assuming target is achieved):                     .

(f) Grant Date Fair Market Value of Shares represented by Performance Share Units Awarded (per share price on date of grant): $18.42.

2. Performance Measure.

(a) Adjusted EBITDA—The sum of, for a given year, i) operating income (loss), ii) depreciation, iii) amortization, iv) non-cash stock compensation expense, v) restructuring and impairment and vi) costs relating to acquisitions and equity registrations (subject to adjustments, approved by the Board), where each item i through v is as reported in the Company’s annual audited financial statements, and item vi is as reported in Part II of the Company’s annual report on Form 10-K as a component of the calculation of Adjusted EBITDA presented therein.

(b) Adjusted Return on Invested Capital (“ROIC”)—The sum of, for a given year, i) net income (loss) available to common shareholders, ii) [net] interest expense and iii) restructuring and impairment, divided by the sum of, as of the beginning of the given year, iv) stockholders’ equity and v) total debt net of cash (subject to adjustments, approved by the Board, for significant changes in capital structure) where each item i through v is as reported in the Company’s annual audited financial statements.

(c) Certification of Achievement of Performance Goal.—Following the end of the Performance Period or as otherwise set forth in Section 3(c) hereof, and prior to any transfer of Shares by the Company pursuant to this Agreement to Participant, the Compensation Committee of the Company’s Board of Directors, or such other person, group, or entity appointed by the Board of Directors to administer the Plan (the “Committee”), shall certify in writing that one or more of the Performance Goals described in Section 3 of this Agreement has been satisfied as of the end of the Performance Period.

3. Performance Goals/Transfer of Shares.

a) Performance Goals and Determination of the Number of Shares to Transfer to the Participant. The determination of the number of Shares to be transferred to the Participant shall be based on Adjusted EBITDA and Adjusted Return on Invested Capital as defined in Section 2. If the Company satisfies one or more of the below Performance Goals and the Committee certifies the achievement of the Performance Goal pursuant to Section 2(c) of the Agreement, the Company shall transfer Shares to the Participant, subject to paragraph (b) below and Sections 4 and 5 of the Agreement, in accordance with the following chart:

Performance Goals and Payout Schedule

i) 3-Year Average Adjusted EBITDA (represents 50% of the award)

Below Threshold: 0% of target payout

Threshold: $120 million average results in 50% of target payout

Target: $150 million average results in 100% of target payout

Maximum: $160 million average results in 200% of target payout

All performance in between $120 and $150 million average will be based on straight-line interpolation and all performance between $150 average and $160 average will be based on straight-line interpolation.

ii) 3-Year Average Adjusted ROIC (represents 50% of the award)

Below Threshold: 0% of target payout

Threshold: 8% average results in 50% of target payout.

Target: 10% average results in 100% of target payout

Maximum: 12% average results in 200% of target payout

All performance in between 8% average and 10% average will be based on straight-line interpolation and between 10% average and 12% average will be based on straight-line interpolation.

b) Calculation at the end of Performance Period/Potential Extensions—Performance on each measure set forth in 3(a)(i) and 3(a) (ii) above will be independent of the other such that it is possible to receive a payout on one measure even if the second measure is below threshold. The following steps shall apply at the end of the three year period:

i) At the end of three years (2012, 2013, and 2014), Viasystems’ performance will be measured and compared relative to the pre-established goals.

ii) If performance for one or more measures is in the payout range (i.e., above threshold), the payout for that measure will be calculated and this plan cycle will be finished.

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iii) If, however, performance was below threshold for at least one measure, a 4th year will be added for only that portion of the award (subject to Committee’s discretion to not add the extra year), and the performance goal will be revised by replacing the term “3-Year” with the term “4-Year” in the chart in Section 3 of this Agreement.

a. For Example: If Adjusted ROIC generated a payout for the 2012-2014 period but Adjusted EBITDA was below threshold, 2015 Adjusted EBITDA could be added and a new 4-year average Adjusted EBITDA (2012-2015) would be calculated. If this 4-year average is above threshold (e.g. in the payout range), the payout would be calculated and this plan cycle will be finished.

iv) If, however, after a 4th year is calculated into the average and performance continues to be below threshold, a 5th year may be added (subject to Committee’s discretion to not add the 5th year), and the performance goal will be revised by replacing the term “3-Year” with the term “5-Year” in the chart in Section 3 of this Agreement.

a. For Example: 2016 Adjusted EBITDA could be added and a new 5-year average Adjusted EBITDA (2012-2016) would be calculated and a payout (if any) would be determined

v) If after 5 years, Viasystems’ is still below either or both of the original thresholds, there will be no payout and the plan cycle will be finished.

(c) Date of Transfer of Shares. The Shares transferred to the Participant by the Company may be subject to any restrictions deemed appropriate by the Committee or required by applicable law or the Company’s inside trading policy.

4. Forfeiture. If prior to the end of the Performance Period the employment of the Participant terminates with the Company, or any Subsidiary or Affiliate, for any reason other than Involuntary Termination without Cause, Retirement (as defined below), Disability (as defined below) or Death, this Award shall be forfeited and no Shares shall be transferred.

5. Involuntary Termination Without Cause, Retirement, Disability, and Death

(a) Involuntary Termination Without Cause. If the Company terminates the employment of a Participant “without cause”, the Participant is entitled to a pro-rata number of Shares based on amount of time served in the Performance Period. The final number of Shares will be based on actual performance by the Company at the end of the Performance Period.

“Cause” should be defined as dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, gross negligence in carrying out, or substantially failed or refused to serve and carry out, his or her duties and responsibilities reasonably assigned under the terms of his or her employment, breach by the Participant of any provision of any employment, nondisclosure, non-competition or other similar agreement between the Participant and the Company), or willful violation of any law, rule or regulation (other than traffic violations or similar offences) or final cease-and-desist order.

(b) Retirement. A Participant will be deemed “Retirement eligible” at either age 62 with 5 years of service or age 55 with 15 years of service. If Participant retires, he/she will be entitled to a Pro-rata number of Shares based on amount of time served in each Performance Period. The final number of Shares will be based on actual performance by the Company at the end of the Performance Period.

(c) Disability. If the Participant is deemed disabled, he/she will be entitled to 100% of the award opportunity. However the final number of shares earned will be based on actual performance by the Company at the end of the Performance Period.

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“Disability” should be deemed to have occurred if Employee shall have been unable to perform the Employee’s duties of employment due to mental or physical incapacity for a period of six (6) consecutive months or for any one hundred (100) working days out of a twelve (12) consecutive month period.

(d) Death. In the event the Participant dies during the Performance Period, his/her estate will be entitled to 100% of the award opportunity. However, the final number of Shares earned will be based on the actual achievement of performance goals at the end of the Performance Period by the Company.

6. Change in Control. If a Change in Control (as defined in the Plan) of the Company occurs during the Performance Period, then the Performance Period shall conclude on the effective date of the Change in Control for all purposes under this Agreement immediately prior to the Change of Control, and the participant will receive the greater of (i) the Award that would be granted as if the target had been met or (ii) the Award that would be granted based on the Company’s actual performance through the date of the Change in Control.

7. Administration. This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as it may be amended from time to time, as well as to such rules and regulations as the Committee, or such other person, group, or entity appointed by the Board of Directors to administer the Plan, may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant. If there is any inconsistency between the terms of this Agreement and the Plan, then the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, then the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement.

8. Reservation of Shares. The Company hereby agrees that at all times there shall be reserved for issuance and/or delivery such number of Shares as shall be required for transfer pursuant to this Award and Agreement.

9. Exclusion from Pension Computations. By acceptance of the allocation and, if any, final award pursuant to this Agreement, the Participant hereby agrees that any income or gain realized upon the receipt of the Shares hereunder, upon the disposition of the Shares received, or upon the lapse of any restrictions pursuant to the terms of this Agreement, is special incentive compensation and shall not be taken into account, to the extent provided under the applicable plan documents and to the extent permissible under applicable law, as “wages,” “salary,” or “compensation” in determining the amount of any payment under any pension, retirement, incentive, profit sharing, bonus, or deferred compensation plan of the Company or any Subsidiary or Affiliates.

10. Amendment. The Committee may at any time or from time to time amend the provisions, terms and conditions of this Agreement in accordance with the Plan, and applicable law.

11. Notices. Any notice which either party hereto may be required or permitted to give to the other shall be in writing, and may be delivered personally or by mail, postage prepaid, or overnight courier, addressed as follows: if to the Company, at its office at 101 South Hanley Rd. St. Louis, MO 63105, Attn: General Counsel, or at such other address as the Company by notice to the Participant may designate in writing from time to time; and if to the Participant, at the address shown below his or her signature on this Agreement, or at such other address as the Participant by notice to the Company may designate in writing from time to time. Notices provided under this section shall be effective upon receipt.

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12. Income Reporting and Withholding Taxes. The Company shall have the right to report income and to withhold from the Participant, or otherwise require the Participant to pay, any Withholding Taxes (defined below) arising as a result of the transfer of any Shares hereunder, any tax election by the Participant, or any other taxable event triggered by obligations, income, rights or privileges received or granted hereunder. If the Participant shall fail to make such Withholding Tax payments when and as required, the Company (or its Affiliate or Subsidiary) shall, to the extent permitted by law, have the right to deduct any such Withholding Taxes from any payment of any kind otherwise due to such Participant or to take such other action as may be necessary to satisfy such Withholding Taxes. In satisfaction of the requirement to pay Withholding Taxes, the Participant may make a written election which may be accepted or rejected in the discretion of the Committee, to tender other Shares to the Company (either by actual delivery or attestation, in the sole discretion of the Committee; provided that, except as otherwise determined by the Committee; the Shares that are tendered must have an aggregate Fair Market Value equal to the Withholding Taxes). “Withholding Taxes” means any federal, state, or local income, employment, payroll, or similar tax related to the Shares that are required to be withheld by the Company. Notwithstanding anything to the contrary in this Section 12, in no event shall any deduction or withholding or remittance made under this Section 12 exceed the minimum statutory withholding requirements under applicable federal, state and local law.

13. Registration Legend. The Company may postpone the issuance and delivery of Shares under this Agreement until (a) the admission of such Shares to listing on any stock exchange or exchanges on which the Shares are then listed and (b) the completion of such registration or other qualification of such Shares under any state or federal law, rule or regulation as the Company shall determine to be necessary or advisable. The Participant shall make such representations and furnish such information as may, in the opinion of counsel for the Company, be appropriate to permit the Company, in light of the then existence or non-existence with respect to such Shares of an effective registration statement under the Securities Act of 1933, as amended, to issue the Shares in compliance with the provisions of that or any comparable act. The Company may cause a legend to be set forth on each certificate representing the Shares to be transferred hereunder setting forth any restriction on transfer of such Shares at law or otherwise as determined by the Company unless counsel for the Company is of the opinion as to any such certificate that such legend is unnecessary.

14. Miscellaneous

(a) This Agreement shall not confer upon the Participant any right to continuation of employment by the Company, nor shall this Agreement interfere in any way with the Company’s right to terminate the Participant’s employment at any time.

(b) The Participant shall have no rights as a stockholder of the Company with respect to the Performance Share Units subject to this Agreement until such time as such Shares shall be transferred to the Participant pursuant to the terms of this Agreement and the Plan.

(c) With the approval of the Board of Directors, the Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect the Participant’s rights under this Agreement or be contrary to applicable law.

(d) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(e) To the extent not preempted by federal law, this Agreement shall be governed by, and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of law which might otherwise apply.

(f) All obligations of the Company under the Plan and this Agreement, with respect to the Performance Share Units, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

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(g) The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

(h) By executing this Agreement and accepting any allocation, award, or other benefit under the Plan, the Participant and each person claiming under or through the Participant shall be conclusively deemed to have indicated their acceptance and ratification of, and consent to, any action taken under the Plan by the Company, the Board of Directors or the Committee.

(i) The Participant, every person claiming under or through the Participant, and the Company hereby waives to the fullest extent permitted by applicable law any right to a trial by jury with respect to any litigation directly or indirectly arising out of, under, or in connection with the Plan, this Agreement, or any Award issued under this Agreement pursuant to the Plan.

(j) This Agreement, the Plan, and any certificate representing the Shares to be transferred hereunder shall constitute the entire agreement and understanding between the Participant and the Company concerning any Award issued, allocated, or granted hereunder and with respect to the subject matter contained herein. This Agreement, the Plan, and any certificate representing the Shares to be transferred hereunder supersede all prior agreements and the understandings between the parties hereto with respect to any Award issued, allocated, or granted hereunder and with respect to the subject matter contained herein.

15. Section 409A of the Code. This Agreement is intended to comply with Code Section 409A. If Code Section 409A applies, this Agreement will be administered in accordance with Sections 5.15(b) and 5.15(c) of the Plan.

(SIGNATURES ON NEXT PAGE)

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Viasystems Group, Inc.

By:                                                           

Print Name:

Title:

ACKNOWLEDGED & ACCEPTED:

Signature

Print Name:                                               

Address:                                                   

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EX-10.2

Exhibit 10.2

VIASYSTEMS GROUP, INC.

LEVERAGED PERFORMANCE SHARES AGREEMENT

THIS LEVERAGED PERFORMANCE SHARES AGREEMENT (this “Agreement”), dated as of February 5, 2013 (the “Date of Grant”), is entered into by and between Viasystems Group, Inc., a Delaware corporation (the “Company”), and                     (“Grantee”). Any capitalized term that is used, but not defined, in this Agreement shall have the meaning assigned to such term in the Viasystems 2010 Equity Incentive Plan (as amended from time to time, the “Plan”).

1. Award of Leveraged Performance Shares. Pursuant to the Plan, the Company, by delegated authority of the Committee, has granted to Grantee                      performance-based Leveraged Performance Shares (the “Leveraged Shares”), effective as of the Date of Grant.

2. Issuance of Common Shares. The Leveraged Performance Shares shall result in the issuance of Shares of the Company’s Common Stock (“Common Shares”) after the Leveraged Performance Shares have vested and become eligible for the issuance of Common Shares in accordance with Section 3 and Exhibit A hereof. Such Common Shares shall be issued as soon as administratively practicable following the Final Vesting Date (as defined below).

3. Vesting of Leveraged Performance Shares.

(a) Subject to the provisions 3(b) and (c) below, all of the Leveraged Performance Shares shall vest on February 4, 2016 (the “Final Vesting Date”), in accordance with terms and pursuant to the calculations detailed on the attached Exhibit A, provided that (i) in the case of a Change of Control of the Company (as defined in the Plan) prior to February 4, 2016, the Final Vesting Date shall be the date of the Change of Control. The Leveraged Shares cannot be exercised or converted into Common Shares prior to the Final Vesting Date. In addition, on each of the first three anniversary dates of the Date of Grant, one third of the Leveraged Shares shall become the property of the Grantee and such Leveraged Shares shall remain the property of the Grantee to be converted into Common Shares in accordance with the terms in the attached Exhibit A on the Final Vesting Date, unless the employee’s employment is terminated for “Cause” as defined in Section 3(d) hereof prior to the Final Vesting Date.

(b) If Grantee’s employment is terminated for a reason other than Cause prior to the Final Vesting Date, then after the Final Vesting Date, the recipient shall receive a pro-rata amount of Common Shares equal to the product of (i) the amount of Common Shares the employee would have received if the employee were still an employee of the Company and (ii) the pro-rata amount of Leveraged Shares that became the property of Grantee prior to the termination of Grantee’s employment. For example, if Grantee serves as an employee from February 5, 2013 and his/her employment terminated (other than for “Cause”) on September 28, 2015, he/she would have been employed through two full vesting periods and therefore would own 66% of the Leveraged Shares at the termination of employment. In this example, the recipient would be eligible to receive 66% of the original amount of Common Shares that would have been awarded had the employee been employed on the Final Vesting Date (February 4, 2016) in accordance with the terms of the attached Exhibit A.

(c) Upon the termination of Grantee’s employment with the Company for Cause (as defined in the Plan) prior to the Final Vesting Date, the Leveraged Shares shall be forfeited, and the Company shall have no obligation to make any distribution to Grantee in respect thereof.

(d) For the purpose of this Agreement, “Cause” shall be deemed to be fraud, dishonesty, or unauthorized use of any Employer’s trade secrets or confidential information.

4. Dividend Equivalents. In the event that, by reason of any merger, consolidation, combination, liquidation, reorganization, recapitalization, stock dividend, stock split, split-up, split-off, spin-off, combination of shares, exchange of shares or other like change in capital structure of Group (each, a “Reorganization”), the Common Shares are substituted, combined, or changed into any cash, property, or other securities, or the Commons Shares are changed into a greater or lesser number of shares of Common shares, the number and/or kind of shares and/or interests subject this Leveraged Share Agreement or value thereof shall be appropriately adjusted by the Committee to give appropriate effect to such Reorganization. Any fractional Common Shares or interest resulting from such adjustment shall be eliminated.

All of the provisions of this paragraph to the contrary notwithstanding, the Company shall have the right to grant additional Common Shares or Common Share derivative instruments, stock appreciation right agreements or additional stock options to others even though the result of such additional awards may dilute either the percentage of ownership of the Grantee or the value per share of any of the Leveraged Shares or Common Shares herein granted and, in any such event, Grantee’s rights hereunder shall not be increased in any way.

5. Withholding Taxes. If the Company is required to withhold federal, state, local, employment, or foreign taxes in connection with Grantee’s right to receive Common Shares under this Agreement, and the amounts available to the Company for such withholding are insufficient, it shall be a condition to the receipt of any Common Shares or any other benefit provided for under this Agreement that Grantee make arrangements satisfactory to the Company for payment of the balance of the taxes.

6. Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any of the Common Shares covered by this Agreement if the issuance thereof would result in violation of any such law.

7. Right to Terminate Employment. No provision of this Agreement will limit in any way whatsoever any right that the Company may otherwise have to terminate the employment of Grantee at any time

8. Relation to Other Benefits. Any economic or other benefit to Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company.

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9. Transferability. Except as otherwise set forth in the Plan, the Leveraged Shares are non-transferable and any attempts to assign, pledge, hypothecate or otherwise alienate or encumber (whether by law or otherwise) any Leveraged Shares shall be null and void.

11. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

12. These Terms and Conditions Subject to Plan. The Leveraged Shares covered by this Agreement and all of the terms and conditions hereof are subject to all of the terms and conditions of the Plan.

13. Amendments. This Agreement can be amended at any time by the Committee. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto. Except for amendments necessary to bring this Agreement into compliance with current law, no amendment to this Agreement shall materially and adversely affect the rights of Grantee without Grantee’s written consent.

14. Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

15. Governing Law. This Agreement shall be construed and governed in accordance with the laws of the State of Missouri.

16. Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to Grantee. This Agreement and the Plan shall be administered in a manner consistent with this intent. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any regulations or any other formal guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and delivered by a duly authorized officer, and Grantee has duly executed and delivered this Agreement, as of the date first written above.

VIASYSTEMS GROUP, INC.

By:                                                               

Name:

Title:

GRANTEE

Name:

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EXHIBIT A

PERFORMANCE MEASURES

On the Final Vesting Date, the recipient shall be granted the number of Common Shares in accordance with the measurement criteria set forth as follows:

(i) If the Average Share Price is below $5.00, then the recipient shall receive zero (0) Common Shares.

(ii) If the Average Share Price is between $5.00 and $14.68, then the recipient shall receive .638 Common Shares for every Leveraged Share granted.

(iii) If the Average Share Price is between $14.68 and $36.25, then the amount of Common Shares awarded shall equal the amount of Common Shares listed opposite the stock price reference point on the attached Schedule A plus an amount of Common Shares equal to a straight line interpolation between the two stock price reference points on the attached Schedule A.

(iv) If the Average Share Price is at or above $36.25, then the recipient shall receive 1.656 shares of Common Shares for each Leveraged Share awarded.

(v) There should be no partial Common Shares awarded to Grantee.

Calculation of the “Average Share Price” shall be the average of the closing sales price for a Common Share at the end of each of the four (4) calendar quarters of 2015 as reported on the NASDAQ (as reported in The Wall Street Journal, or, if not reported thereby, any other authoritative source selected in good faith by the Company).

By way of example, if the Average Share Price is $22.50, then the recipient shall receive the amount of Common Shares opposite the stock price reference point of $22.00 in the attached Schedule A plus the award of Common Shares equal to the product of (i) 50% and (ii) the difference between (a) the amount of Common Shares to be awarded opposite the stock price reference point of $23.00 on the attached Schedule A and (b) the amount of Common Shares to be awarded opposite the stock price reference point of $22.00 on the attached Schedule A.

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EX-14.1

Exhibit 14.1

As amended through

April 1, 2013

VIASYSTEMS GROUP, INC.

Code of Business Conduct and Ethics

To the Employees, Officers and Directors of Viasystems Group, Inc.:

One of the hallmarks of Viasystems Group, Inc. (“Viasystems”) is our long-standing commitment to our Core Values (defined below), which encompass the way we treat each other, our customers, our employees and the communities in which we work and live.

Viasystems’ reputation and its success must be grounded in compliance with applicable laws and regulations, but our definition of success goes well beyond compliance with any single code or set of laws or regulations and includes issues of integrity and ethics, diversity and respect for others. As a global company, we are faced with situations that not only require consideration of local laws and customs, but also require us to balance decisions with our Core Values and standards.

This Code of Business Conduct and Ethics (this “Code”) summarizes Viasystems’ Core Values and describes the standards of business conduct expected of all of us at Viasystems.

It is the responsibility of all Viasystems’ people to maintain a work environment that fosters:

• Fairness

• Respect, and

• Integrity

Ultimately, our most valuable asset is the Company’s outstanding reputation, and it is up to all of us to protect it.

Nothing in this Code, in any company policies and procedures, or in other related communications (verbal or written) creates or implies an employment contract or term of employment.

We are committed to continuously reviewing and updating our policies and procedures. Therefore, this Code is subject to modification. This version of the Code supersedes all other such versions, policies, procedures, instructions, practices, rules or written or verbal representations to the extent they are inconsistent.

Please sign the Certificate of Compliance at the end of this Code and return the form to the Human Resources Department (attention: Vice President of Human Resources) indicating that you have read, understand, agree to comply with and are in compliance with this Code. The signed Certificate of Compliance will be located in your personnel file. In addition, periodically, you may be asked to participate in seminars, training meetings and similar activities related to reinforcing your understanding of this Code and its applicability to Viasystems’ business.

David M. Sindelar

Chief Executive Officer

1. Core Values

Fundamental to the Company’s success are the “Core Values” we believe in and practice:

• People are the source of our success. We treat one another with respect, promote teamwork, and encourage personal freedom and growth. Leadership and excellence in performance are sought and rewarded.

• Customers are the reason we exist. We make our strongest commitment to meet their needs.

• Our products and services reflect dedication to quality, innovation and value.

• Our conduct demonstrates integrity and commitment to ethics, our community, safety, health and the environment.

2. Your Obligations

This Code is designed to promote honest, ethical and lawful conduct expected from all employees, officers and directors of Viasystems and all subsidiaries and entities controlled by it (collectively, the “Company”). This Code is intended to help you understand the Company’s standards of ethical business practices and to stimulate awareness of ethical and legal issues that you may encounter in carrying out your responsibilities to the Company. In addition, independent contractors, consultants, agents and sales representatives who represent the Company are also expected to apply the same high standards while working on Company business. The Company expects each of its representatives to learn and comply with all Company policies and laws applicable to each representative’s job responsibilities and to adhere to the principles outlined in this Code.

The actions of every employee, officer and director affect the reputation and integrity of the Company. Therefore, it is essential that you take the time to review this Code and develop a working knowledge of its provisions. You must complete a Certificate of Compliance attesting to compliance with this Code upon becoming an employee, officer or director and, thereafter, on an annual basis.

At all times, you are expected to:

• Avoid conflicts between personal and professional interests where possible;

• Disclose any conflict that can’t be avoided to a supervisor or the Company’s Legal Department and then pursue the ethical handling of the conflict (whether actual or apparent);

• Provide accurate and complete information in the course of fulfilling your obligations and communicate information in a timely manner;

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• Provide full, fair, accurate, timely, and understandable disclosure in the periodic reports required to be filed by the Company with regulators and in other public communications made by the Company;

• Comply with all applicable laws, regulations and Company policies;

• Seek guidance where necessary from a responsible supervisor;

• Promptly report any violations of this Code to the Legal Department; and

• Be accountable personally for adherence to this Code.

WHO DO I CONTACT FOR

GUIDANCE OR TO REPORT CONCERNS?

If you believe a situation may involve or lead to a violation of this Code, you have an affirmative duty to seek guidance and report such concerns.

• Seek guidance from a responsible supervisor (for example, your immediate supervisor, a department head or location manager) or other appropriate internal authority (for example, your local Human Resources representative or compliance officer).

• Disclose concerns or violations of this Code to the Legal Department.

• Report audit and accounting concerns to the Helpline or the Audit Committee.

HELPLINE:

1-314-746-2205

Legal Department

Legal Department

Viasystems Group, Inc.

101 South Hanley Road, Suite 1800

St. Louis, Missouri 63105

1-314-746-2205

dan.weber@viasystems.com

Audit Committee:

Audit Committee

Viasystems Group, Inc.

101 South Hanley Road, Suite 1800

St. Louis, Missouri 63105

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It is the Company’s policy to encourage the communication of bona fide concerns relating to the lawful and ethical conduct of business, and audit and accounting procedures or related matters. It is also the policy of the Company to protect those who communicate bona fide concerns from any retaliation for such reporting.

Confidential and anonymous mechanisms for reporting concerns are available and are described in this Code, including the Helpline. However, anonymous reporting does not serve to satisfy a duty to disclose your own potential involvement in a conflict of interest or in unethical or illegal conduct.

This Code is part of a broader set of Company policies and compliance procedures described in greater detail in the Company’s employee manuals and distributed memoranda. This Code is not intended to supersede or materially alter specific Company policies and procedures already in place and applicable to particular employees as set forth in the Company’s employee manuals and distributed memoranda, and communicated to Company employees.

Note that the Chief Executive Officer, Chief Financial Officer and other senior officers are also subject to the “Supplemental Code of Ethics for the CEO and Senior Officers.”

No Company policy can provide definitive answers to all questions. It is difficult to anticipate every decision or action that you may face or consider. Whenever there is doubt about the right ethical or legal choice to make, or questions regarding any of the standards discussed or policies referenced in this Code, you should fully disclose the circumstances, seek guidance about the right thing to do, and keep asking until guidance is obtained. The earlier a potential problem is detected and corrected, the better off the Company will be in.

Those who violate the standards in this Code will be subject to disciplinary action. Failure to follow this Code, as well as to comply with federal, state, local and any applicable foreign laws or local regulations, and the Company’s corporate policies and procedures may result in termination of employment or termination of board service.

3. Compliance with Laws, Local Standards, Rules & Regulations

Viasystems prides itself on conducting business in the global market as a good corporate citizen. To guide our efforts, we have chosen the EICC (Electronics Industry Code of Conduct) as a minimum standard for all sites. In compliance with the EICC, all of our facilities operate in full compliance with the local standards, rules and regulations. We specifically provide that all of our facilities maintain a voluntary workforce, comply with local labor standards in the regions we operate, and limit the amount of overtime our work force is allowed to work in compliance with local standards or the standards set by the EICC. Links to versions of the EICC (in multiple languages) can be found at http://www.eicc.info/eicc_code.shtml. The code covers the areas of: (i) Labor (ii) Health & Safety (iii) The Environment and (iv) Business Ethics.

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The Company requires you to comply with all applicable laws and/or local standards and rules and regulations in countries where the Company does business. Violation of domestic or foreign laws and/or local standards and regulations may subject you, as well as the Company, to civil and/or criminal penalties. To assure compliance with applicable laws and/or local standards and regulations, the Company has established various policies and procedures, including those relating to: insider trading and communications with the public, related person transactions, whistleblowing, and corporate governance guidelines and principles. You have an obligation to comply with these policies and procedures and to promptly alert a responsible supervisor, the Legal Department or other appropriate internal authority of any deviation from them.

Compliance is not always intuitive. To comply with the standards in this Code, you must learn enough about the national, state and local laws that affect your work at the Company to spot potential issues and to obtain proper guidance on the right way to proceed. When there is any doubt as to any proposed activity, you should seek advice from the Company’s Legal Department.

Certain legal obligations and policies that are particularly important to our business and reputation are summarized below. Further information on any of these matters may be obtained from the Company’s Legal Department.

4. Conflicts of Interest

The Company expects you to exercise good judgment and the highest ethical standards in your activities on behalf of the Company as well as in your private activities outside the Company. How you handle conflicts of interest or situations that look like conflicts of interest may impact your reputation as well as the Company’s reputation. Particular care should be taken to ensure that no detriment to the interests of the Company (or appearance of such detriment) may result from a conflict between those interests and any personal or business interests which you may have. In particular, you have an obligation to avoid any activity, agreement, business investment or interest or other situation that might in fact or in appearance cause you to place your own interests, or those of another, above your obligation to the Company. Care should be taken about the appearance of a conflict since such appearance might impair confidence in, or the reputation of, the Company even if there is no actual conflict and no wrongdoing.

While it is not possible to describe or anticipate all the circumstances that might involve a conflict of interest, a conflict of interest may arise whenever you take action or have interests that may make it difficult to perform your work objectively or effectively or when you (or an “immediate family member,” as defined below) receive improper personal benefits as a result of your position or relationship with respect to the Company. Conflicts may, depending on the circumstances, arise where you (or your immediate family member or an entity with which you are closely affiliated):

• Solicit or accept from customers, suppliers or others dealing with the Company any kind of gift or other personal, unearned benefits as a result of your position or relationship with respect to the Company including payment or reimbursement of travel and meal expenses (other than non-monetary items of nominal intrinsic value);

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• Have a financial interest in the Company’s competitors, customers, suppliers or others dealing with the Company (excluding interests that are 3% or less of the outstanding securities of a publicly-traded corporation or equivalent percentage of ownership interests in an unincorporated business);

• Have a consulting, managerial or employment relationship with a competitor, customer, supplier or others dealing with the Company;

• Acquire real property, leaseholds, patents or other property or rights in which the Company has, or you know or have reason to believe at the time of acquisition that the Company is likely to have, an interest related to the business of the Company; or

• Have a material interest in a transaction involving indebtedness or a guarantee of indebtedness (excluding amounts due for purchases of goods and services subject to usual trade terms, for ordinary business travel and expense payments and for other transactions in the ordinary course of business).

An “immediate family member” includes your spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and any person (other than a tenant or employee) sharing your household.

In all instances where the appearance of a conflict exists, you must disclose the nature of the conflict to a responsible supervisor, the Legal Department or other appropriate internal authority. Where there is a real or perceived conflict of interest involving a director of the Company, the matter should be referred to the Chairman of the Board of Directors. Company policy prohibits conflicts of interest, except as approved by:

• The Audit Committee, with respect to conflicts of interest related to directors, director nominees, executive officers, security holders who own of record or beneficially more than five percent of any class of the Company’s voting securities and any immediate family member of any of the foregoing persons; or

• Senior management, with respect to conflicts of interest related to all other persons.

Conflict of interest transactions may also be subject to the Company’s Related Person Transaction Policy. The Related Person Transaction Policy applies to, among others, the Company’s executive officers, directors and director nominees, and any immediate family members of the foregoing persons. Transactions that are subject to such a policy are required to be reported, reviewed and where appropriate approved or ratified in accordance with that policy.

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4.1 Gifts and Gratuities

You and your immediate family members are prohibited from requesting, accepting or offering any form of under-the-table payment, kickback, bribe, rebate, barter or other improper payment or gratuity in connection with any corporate expenditure or sale of goods or services. If approached with such an offer, you should contact a responsible supervisor, the Legal Department or other appropriate internal authority immediately.

4.2 Loans and Guarantees

You and your immediate family members must not accept loans or guarantees of obligations (except from banks or other entities that provide such services in the normal course and at arms’ length) from any individual, organization or entity doing or seeking to do business with the Company. You should report any offer of such a loan to a responsible supervisor, the Legal Department or other appropriate internal authority.

4.3 Outside Employment

The Company’s employees and officers are expected to devote their full time and attention to the Company’s business during regular working hours and for whatever additional time may be required. Outside business activities can easily create conflicts of interest or diminish productivity and effectiveness. For these reasons, employees and officers should avoid outside business activities that divert their time and talents from the Company’s business. Though the Company encourages professional activities and community involvement, special care must be taken not to compromise duties owed to the Company. Employees and officers are expected to disclose the nature of any non-Company activity for which compensation is received.

4.4 Memberships on Boards and Committees

You must obtain approval from the Company’s Legal Department or the Board of Directors of the Company (the “Board”) before agreeing to serve on the board of directors or similar body of a for-profit enterprise or government agency.

Serving on boards of not-for-profit or community organizations does not require prior approval. However, if service with a not-for-profit or community organization creates a situation that poses a conflict of interest with the Company (for example, the organization solicits charitable contributions from the Company or purchases significant services from the Company), you should contact the Company’s Legal Department for approval to continue such service.

4.5 Political and Other Outside Activities

In addition, prior to seeking any election or appointment to public office, you must notify your supervisor, the Legal Department or the Board to clarify the Company’s position in the event the candidacy is successful or the appointment is made. Written approval must be obtained. (See the section entitled Political Contributions and Activities).

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Subject to the limitations imposed by this Code, each employee and officer is free to engage in outside activities that do not interfere with the performance of his or her responsibilities or otherwise conflict with the Company’s interests. Where activities may be of a controversial or sensitive nature, employees and officers are expected to seek the guidance of a responsible supervisor, the Legal Department or other appropriate internal authority before engaging in such activities. You must not use your Company position or title or any Company equipment, supplies or facilities in connection with outside activities, nor may you do anything that might infer sponsorship or support by the Company of such activity, unless such use has been approved in writing by a responsible supervisor, the Legal Department or other appropriate internal authority.

Employees and officers should not solicit contributions or other support from fellow employees, or distribute non-work-related material to fellow employees, during working hours or in areas where work is being performed.

5. Protection and Proper Use of Company Assets

You have a personal responsibility to protect the assets of the Company from misuse or misappropriation. The assets of the Company include tangible assets, such as products, equipment and facilities, as well as intangible assets, such as corporate opportunities, intellectual property, trade secrets and business information (including any non-public information learned as an employee, officer or director of the Company).

5.1 Theft/Misuse of Company Assets

The Company’s assets may only be used for business purposes and such other purposes as are approved by the Company. You must not take, make use of, or knowingly misappropriate the assets of the Company, for personal use, for use by another, or for an improper or illegal purpose. You are not permitted to remove, dispose of, or destroy anything of value belonging to the Company without the Company’s express prior written consent, including both physical items and electronic information.

5.2 Corporate Opportunities

You must not, for personal or any other person’s or entity’s gain, deprive the Company of any business opportunity which could be construed as related to any existing or reasonably anticipated future activity of the Company. If you learn of any such opportunity through your association with the Company, you may not disclose it to a third party or invest in the opportunity without first offering it to the Company. Nor should you use Company property, information or position for personal gain.

You must not participate in an initial public offering or otherwise accept special investment opportunities from a supplier, vendor (including banks or financial advisers), or customer with whom the Company is doing business or that is seeking to sell products or services to the Company without first disclosing the opportunity to the Company’s Legal Department.

5.3 Confidential Information/Privacy

If you are entrusted with information of a confidential or proprietary nature (about the Company, its suppliers, customers or other constituents), you must not disclose that information outside the Company, either during or after service with the Company, except with written authorization of the Company or as may be otherwise required by law. You may not use confidential information for your own personal benefit or the benefit of persons or entities outside the Company.

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Confidential information includes all non-public information learned as an employee, officer or director of the Company. It includes, but is not limited to:

• Non-public information that might be (i) of use to competitors, suppliers, vendors, joint venture partners or others, (ii) of interest to the press, or (iii) harmful to the Company or its customers, if disclosed;

• Non-public information about the Company’s financial condition, prospects or plans, its marketing and sales programs and research and development information, as well as information relating to mergers and acquisitions, stock splits and divestitures;

• Non-public information concerning possible transactions with other companies or information about the Company’s customers, suppliers or joint venture partners, which the Company is under an obligation to maintain as confidential;

• Non-public information about discussions and deliberations, relating to business issues and decisions, between and among employees, officers and directors; and

• Non-public information about fellow employees or any other individuals about whom the Company may hold information from time to time.

In addition, most countries have data privacy laws regulating the collection and use of personal data, which is any information that directly or indirectly identifies a natural person, although the types of data covered, the nature of the protection and local enforcement mechanisms vary. Examples of personal data include personal, employment, medical, financial and education and training information. All employees are responsible for ensuring compliance with the data privacy requirements under the laws, rules and regulations of the applicable countries.

See the Policy on Insider Trading and Communications with the Public and the section on Insider Trading and Fair Disclosure.

5.4 Network Use, Integrity & Security

The Company reserves the right to monitor or review any and all data and information contained on any employee’s or officer’s computer or other electronic device issued by the Company. In addition, the Company reserves the right to monitor or review an employee’s or officer’s use of the Internet, Company Intranet and Company e-mail or any other electronic communications without prior notice.

Access to Company systems will be revoked and disciplinary action may be taken in the event that such systems are used to commit illegal acts, or to violate the nondiscrimination, harassment, pornography, solicitation or proprietary information terms of this Code, or any other terms of this Code.

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In order to maintain systems integrity and protect the Company network, no employee or officer should divulge any passwords used to access any Company computer or database. Any suspected breach of the Company’s network security systems should be reported to a responsible supervisor or appropriate internal authority immediately.

All employees and officers should refrain from using or distributing software that may damage or disrupt the Company’s work environment by transmitting a virus or conflicting with Company systems.

No employee or officer should engage in the unauthorized use, copying, distribution or alteration of computer software whether obtained from outside sources or developed internally. All software, including “shareware,” contains terms of use that must be adhered to.

6. Trade Practices

6.1 Fair Dealing

You should deal fairly with the Company’s suppliers, customers, competitors and employees. You must not take unfair advantage through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice. We respect the confidentiality and privacy of our suppliers and customers. Information about the Company’s suppliers, customers, competitors and employees must be used in an ethical manner and in compliance with the law. Under no circumstance should information be obtained through theft, illegal entry, blackmail, or electronic eavesdropping, or through misrepresenting affiliation with the Company or identity. Any confidential or proprietary information should not be used if it is suspected that such information has been obtained improperly.

Similarly, you must respect and protect any confidential or proprietary information shared with the Company unless disclosure is necessary to comply with statutory requirements, subpoenas, court orders or other lawful process or properly authorized government investigations. This information should not be released without proper authorization and should be used for legitimate business purposes only. Employees and officers should not divulge any confidential or proprietary information about their former employers, nor shall any employee, officer or director ever ask them to.

Customers and potential customers are entitled to receive accurate information regarding prices, capabilities, terms and scheduling. The Company strives to produce advertisements that are fair, accurate and lawful. False or misleading statements to sell or market Company products or services are to be strictly avoided. Immediate efforts should be made to correct any misunderstanding that may exist with a customer or potential customer.

6.2 Antitrust Compliance

Vigorous competition – free from collusion and unreasonable restraints – is the best mechanism for ensuring the production of high quality, well-priced and innovative products and services. Moreover, failure to comply with applicable antitrust and other trade regulation laws in every jurisdiction in which the Company does business could result in serious consequences both for the Company and the offending individuals—including significant civil and criminal penalties, and damage to the Company’s reputation. Therefore, it is the Company’s policy to compete solely on the basis of its superior and innovative products and services, through your collective efforts and contributions, and to avoid improper actions that unreasonably restrain trade. You are expected to support Company efforts to compete vigorously in the marketplace in compliance with both the letter and the spirit of all applicable federal, state and foreign antitrust laws.

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Antitrust and trade regulation issues are very complex. Determining what actions unreasonably restrain trade or are otherwise improper will depend on the structure of the market and a number of other factors. Whenever any doubt exists as to the legality of any communication, action, arrangement or transaction, please contact the Legal Department immediately.

To avoid even the perception of unlawful conduct, employees should avoid:

• Discussing with a competitor: prices, costs, production, products and services, bidding practices, other non-public business matters, territories, distribution channels or customers; and

• Restricting the right of a customer to sell or lease a product or service at or above any price.

In addition, the following practices should not be engaged in without advanced written approval by the Legal Department:

• Conditioning the sale or lease of a product or service on the sale or lease of another product or service (“tying”);

• Conditioning the purchase, sale or lease of a product or service on a reciprocal agreement with a customer or supplier;

• Entering into an exclusive dealing arrangement with a customer (including a lessee) or supplier;

• Limiting a customer (including a lessee) as to the territories in which, or the customers to whom, a product or service can be resold or leased; and

• Discriminating in the prices or allowances offered to competing customers (including lessees).

If your position involves setting prices or other terms or conditions of sale, marketing, purchasing, participating in trade associations or standards-setting groups, or working on acquisitions, divestures, joint ventures or licensing, you have a heightened obligation to be familiar with antitrust and trade practices compliance.

6.3 Bribery and Other Corrupt Practices

The Company strictly prohibits giving or promising, directly or indirectly, anything of value to any employee or official of a government (including state-owned companies) or a political party, candidate for office, or to any person performing public duties or state functions in order to obtain or retain business or to secure an improper advantage with respect to any aspect of the Company’s business.

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As a U.S. entity, the Company is subject to the Foreign Corrupt Practices Act, which makes it illegal for the Company, its subsidiaries and persons working for or on behalf of the Company to offer, pay, give, promise or authorize the payment of any money or of anything of value, directly or indirectly, to any foreign government official or employee, foreign political party or candidate for foreign political office for the purpose of obtaining or retaining business or to secure an improper advantage, and comparable laws in other countries. Under the Foreign Corrupt Practices Act, improper payments are defined expansively to include payments, both direct and indirect (for example through agents or contactors); gifts; entertainment; and certain travel expenses. Although written local law may permit gift-giving or the payment of entertainment expenses, the Company’s Legal Department must approve in advance any such payments. While the anti-bribery laws permit in narrow circumstances small “facilitation” payments to expedite the routine performance of legitimate duties, this area is not always clear, and the situation must be discussed with the Company’s Legal Department prior to any action being taken. The Company prohibits such payments unless the prior approval of the Company’s Legal Department has been obtained.

Any question as to whether a gift or payment would be considered improper under the Company’s guidelines or national or foreign laws must be discussed with the Company’s Legal Department.

Under no circumstance is it acceptable for you to offer, give, solicit or receive any form of bribe, kickback, payoff, or inducement.

You may not use agents, consultants, independent contractors or other representatives to do indirectly what you could not do directly under this Code or applicable law, rules and regulations.

In retaining agents, consultants, independent contractors or other representatives, adequate background checks and verification of business credentials is required. Some “red flags” to look out for include:

• Third parties with family or other relationships that could influence the decision;

• Independent contractors or consultants with a reputation for bribes;

• A history of corruption in the country where the third party is being hired;

• Unusually high commission requests;

• A sales representative or agent who approaches you near the award of a contract and indicates a “special arrangement” with an official; or

• A customer who suggests that a Company bid be made through a specific agent or representative.

12

Any question as to this Code must be referred to the Company’s Legal Department prior to taking any action that might conflict with this Code.

6.4 International Business Dealings

Specific rules and regulations apply to participation in international business. Employees and officers involved in business transactions must be fully familiar with, and strictly adhere to, all applicable foreign and domestic laws and/or local standards. These employees and officers must, at a minimum, be familiar with and comply with all applicable regulations controlling exports or rules governing with whom the Company and its employees may do business. These regulations include export control and licensing regulations, economic sanctions, anti-boycott regulations, and various regulations regarding the transnational movement of technology, goods and services. Questions regarding whether particular international transactions are permissible and compliance with applicable regulations and this policy must be directed to the Company’s Legal Department.

7. Insider Trading and Fair Disclosure

The following is a summary of the Company’s Policy on Insider Trading and Communications with the Public.

No employee, officer or director (nor any spouse or domestic partner, minor child, or person sharing the household (other than a tenant or employee)) may (1) trade in securities while aware of material non-public information (also called “inside information”) or (2) disclose material inside information to third parties (“tipping”). Material inside information is any information that has not been disclosed broadly to the marketplace and, if made public, would be likely to be considered important by investors deciding whether to trade the Company’s shares or other listed securities (e.g., earnings estimates, significant business investments, mergers, acquisitions, dispositions and other developments, expansion or curtailment of operations, and other activity of significance including matters which affect the market in which the Company operates). Trading in securities of the Company or any other company while aware of material inside information relating to that company, or tipping others to trade, is both unethical and illegal.

Accordingly, you (and any of your family members (spouse or domestic partner, minor child, person sharing the household (other than a tenant or employee)), business associates or controlled investment vehicles) must not: (a) trade securities of the Company or any other company while aware of material inside information with respect to that company; (b) communicate to anyone outside the Company material inside information of any company of which you are aware (this includes formal or informal advice given to family, household members and friends); or (c) disclose material inside information to anyone, other than those persons who need to know such information in order for the Company to properly and effectively carry out its business (e.g., to lawyers, advisers and other Company employees working on the matter). Every employee, officer or director of the Company (and any immediate family member) who has access to inside information on a regular basis, or has power to make strategic managerial decisions, must comply with the Company’s policies and may not trade in the Company’s securities, or tip others with respect to such information, unless they have the prior approval in writing of the Legal Department.

13

Of course, where material inside information is permitted to be disclosed, the recipient should be advised of its non-public nature and the limitations on its use. Any questions as to whether information is material or non-public should be directed to the Company’s Legal Department. For additional information with respect to communications with the public and authorized spokespersons, see the Company’s Policy on Insider Trading and Communications with the Public, available by contacting the Legal Department.

8. Inquiries from the Media and Public

The Company is committed to providing full, fair and accurate disclosure in all public communications and in compliance with all applicable law, regulations and rules. Consistent with this commitment and the Company’s policy relating to insider trading and Regulation FD, employees are not authorized to answer questions from the media, analysts, investors or any other members of the public. If you should receive such an inquiry, you must record the name of the person and immediately notify the Investor Relations Department.

9. Maintaining a Safe, Healthy and Affirmative Workplace

The Company is an equal opportunity employer and bases its recruitment, employment, development and promotion decisions solely on a person’s ability and potential in relation to the needs of the job, and complies with local, state and federal employment standards. The Company makes reasonable job-related accommodations for any qualified employee or officer with a disability when notified by the employee that he/she needs an accommodation.

The Company is committed to a workplace that is free from sexual, racial, or other unlawful harassment, and from threats or acts of violence or physical intimidation. Abusive, harassing or other offensive conduct is unacceptable, whether verbal, physical or visual. If you believe that you have been harassed or threatened with or subjected to physical violence in or related to the workplace, you should report the incident to an appropriate supervisor or Human Resources or Legal Department, who will arrange for it to be investigated. All efforts will be made to handle the investigation confidentially.

The Company will not tolerate the possession, use or distribution of pornographic, racist, sexist or otherwise offensive materials on Company property, or the use of Company personal computers or other equipment to obtain, distribute, or view such materials. All employees and officers must promptly contact an appropriate supervisor or Human Resources or Legal Department about the existence of offensive materials, especially child pornography, on the Company’s systems or premises so that appropriate action may be taken, including notifying the proper authorities if necessary.

The Company is committed to providing a drug-free work environment. The illegal possession, distribution, or use of any federal or state controlled substances on Company premises or at Company functions is strictly prohibited. Similarly, reporting to work under the influence of any illegal drug or alcohol and the abuse of alcohol or medications in the workplace is not in the Company’s best interest and violates this Code.

14

All accidents, injuries, or concerns about unsafe equipment, practices, conditions or other potential hazards should be immediately reported to an appropriate supervisor.

10. Political Contributions and Activities

In the United States, federal and many state laws prohibit corporations from making political contributions. No direct or indirect political contribution (including the use of Company property, equipment, funds or other assets) of any kind may be made in the name of the Company, or by using Company funds, unless the Company’s Chief Legal Counsel or his designee has certified in writing that such political contribution complies with applicable law. If such certification is obtained, such contributions shall be by Company check to the order of the political candidate or party involved, or by such other means as will readily enable the Company to verify, at any given time, the amount and origin of the contribution.

11. Subpoenas and Government Investigations

As a general matter, it is the Company’s policy to cooperate in any government investigations and inquiries. All subpoenas, information document requests, or other inquiries should be referred immediately to the Company’s Legal Department.

12. Accounting Practices, Books & Records and Record Retention

Honest and accurate recording and reporting of information is critical to our ability to make responsible business decisions and foster investor trust. You have a strict obligation to provide accurate information in the records of the Company.

You are expected to support the Company’s efforts in fully and fairly disclosing the financial condition of the Company in compliance with applicable accounting principles, laws, rules and regulations and making full, fair, accurate timely and understandable disclosure in our periodic reports filed with the Securities and Exchange Commission and in other communications to securities analysts, rating agencies and investors. The Company’s accounting records are relied upon to produce reports for the Company’s management, rating agencies, investors, creditors, governmental agencies and others. Our financial statements and the books and records on which they are based must accurately reflect all corporate transactions and conform to all legal and accounting requirements and our system of internal controls.

All employees, officers and directors – and, in particular, the chief executive officer, the chief financial officer, the comptroller and the principal accounting officer – have a responsibility to ensure that the Company’s accounting records do not contain any false or misleading entries.

15

We do not tolerate any misclassification of transactions as to accounts, departments or accounting periods and, in particular:

• All accounting records, as well as reports produced from those records, are to be kept and presented in accordance with the laws of each applicable jurisdiction;

• All records are to fairly and accurately reflect the transactions or occurrences to which they relate;

• All records are to fairly and accurately reflect in reasonable detail the Company’s assets, liabilities, revenues and expenses;

• No accounting records are to contain any false or misleading entries;

• No transactions are to be misclassified as to accounts, departments or accounting periods;

• All transactions are to be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period;

• All accounting records are to comply with generally accepted accounting principles; and

• The Company’s system of internal accounting controls, including compensation controls, is required to be followed at all times.

Any effort to mislead or coerce the independent auditors or a member of internal audit staff concerning issues related to audit, accounting or financial disclosure has serious legal consequences for the perpetrator, including criminal sanctions, and for the Company, and is strictly prohibited.

Laws and regulations require the Company’s records, including its financial, environmental, health and safety, human resources, research and development, analytical, engineering and intellectual property records, to accurately reflect the events they represent. Always record data in a timely and accurate manner. This protects the Company’s resources and meets the expectations of the people who rely on the accuracy of the Company’s records to perform their jobs. Falsifying business records is a serious offense, which may result in criminal prosecution, civil action and/or disciplinary action up to and including termination of employment. If you are authorized to make expenditures or enter into transactions on behalf of the Company, you must ensure that the applicable records comply with the Company’s accounting and purchasing policies and that all transactions are recorded properly.

Consistent with the reporting and recordkeeping commitments discussed above, you should accurately and truthfully complete all records used to determine compensation or expense reimbursement. This includes, among other items, reporting of hours worked (including overtime), reimbursable expenses (including travel and meals), and sales activity.

16

Compliance with the Company’s Records Retention Policy and Procedures is mandatory. Destroying or altering a document with the intent to impair the document’s integrity or availability for use in any potential official proceeding is a crime. Destruction of corporate records may only take place in compliance with the Company’s Records Retention Policy and Procedures. Documents relevant to any pending, threatened, or anticipated litigation, investigation, or audit shall not be destroyed for any reason. If you believe that Company records are being improperly altered or destroyed, you should report it to a responsible supervisor, the appropriate internal authority or the Legal Department.

13. Raising Questions and Concerns

Each employee, officer and director is responsible for promptly reporting to the Company any circumstances that such person believes in good faith may constitute a violation of this Code, or any other Company policy, or applicable law, regulations and rules. If you are in a situation that you believe may involve or lead to a violation of this Code, you have an affirmative duty to disclose to, and seek guidance from a responsible supervisor, the Company’s Legal Department or other appropriate internal authority. See “Who Do I Contact for Guidance or to Report Concerns?” above.

You are strongly encouraged to report any complaint regarding accounting, internal accounting controls or auditing matters (including confidential and anonymous complaints) to the Company’s Helpline on 314-746-2205 or by letter to the Audit Committee – see “Who Do I Contact for Guidance or to Report Concerns?” above.

The Helpline is a special line available 24 hours a day, 365 days a year. It is intended to operate in addition to other resources available to you to voice complaints or concerns, such as supervisors, managers and Human Resources staff.

It is the Company’s policy to encourage the communication of bona fide concerns relating to the lawful and ethical conduct of business, and audit and accounting procedures or related matters. It is also the policy of the Company to protect those who communicate bona fide concerns from any retaliation for such reporting. No retribution against any individual who reports violations of this Code in good faith will be permitted. Confidential and anonymous mechanisms for reporting concerns are available and are described in this Code. However, anonymous reporting does not serve to satisfy a duty to disclose your potential involvement in a conflict of interest or in unethical or illegal conduct. Every effort will be made to investigate confidential and anonymous reports within the confines of the limits on information or disclosure such reports entail. While self-reporting a violation will not excuse the violation itself, the extent and promptness of such reporting will be considered in determining any appropriate sanction, including dismissal. The Company will investigate any matter which is reported and will take any appropriate corrective action.

17

14. Violations of this Code

Allegations of Code violations will be reviewed and investigated by the Company’s Legal Department or, in appropriate circumstances, by the Company’s Audit Committee. Violations of this Code may result in, among other actions, suspension of work duties, diminution of responsibilities or demotion, and termination of employment.

Those who violate the standards in this Code will be subject to disciplinary action. Failure to follow this Code, or to comply with federal, state, local and any applicable foreign laws, and the Company’s corporate policies and procedures may result in termination of employment or termination of board service.

18

CERTIFICATE OF COMPLIANCE

I                                                                                                       hereby certify that I have read,

                                     (Print name)

understand and am in compliance with the terms of the foregoing “Code of Business Conduct and Ethics.”

Date:                                                       

Signature:                                               

Title:                                                       

If you have any questions, please contact the Legal Department:

Legal Department

Viasystems Group, Inc.

101 South Hanley Road, Suite 1800

St. Louis, Missouri 63105

1-314-746-2205

dan.weber@viasystems.com

19

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, David M. Sindelar, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Viasystems Group, 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 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d-15(f)) 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 and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the 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: May 9, 2013	By:	/s/ David M. Sindelar
		David M. Sindelar
		Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Gerald G. Sax, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Viasystems Group, 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 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d-15(f)) 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;

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 and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the 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: May 9, 2013	By:	/s/ Gerald G. Sax
		Gerald G. Sax
		Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Viasystems Group, Inc. (the “Company”) for the quarter ended March 31, 2013 (the “Report”) filed with the U.S. Securities and Exchange Commission on the date hereof, I, David M. Sindelar, as Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ David M. Sindelar

David M. Sindelar

Chief Executive Officer

(Principal Executive Officer)

May 9, 2013

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Viasystems Group, Inc. (the “Company”) for the quarter ended March 31, 2013 (the “Report”) filed with the U.S. Securities and Exchange Commission on the date hereof, I, Gerald G. Sax, as Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

/s/ Gerald G. Sax

Gerald G. Sax

Chief Financial Officer

(Principal Financial Officer)

May 9, 2013

XML

Restructuring and Impairment - Changes in Reserve for Restructuring Charges (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Restructuring Cost and Reserve [Line Items]
Reserve	$ 5,368	$ 1,142
Net Charges		6,987
Cash Payments	(2,148)	(105)
Adjustments	12	14
Reserve	3,232	8,038
Personnel and severance [Member]
Restructuring Cost and Reserve [Line Items]
Reserve	3,758	190
Net Charges		6,975
Cash Payments	(1,564)	(2)
Adjustments
Reserve	2,194	7,163
Lease and other contractual commitments [Member]
Restructuring Cost and Reserve [Line Items]
Reserve	1,610	952
Net Charges		12
Cash Payments	(584)	(103)
Adjustments	12	14
Reserve	$ 1,038	$ 875

XML

Stock-based Compensation - Performance Share Unit (Detail) (Performance shares [Member], USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Performance shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested, at beginning of year, Shares	139,343
Granted, Shares	427,736	139,343
Vested, Shares
Forfeited, Shares
Nonvested, at March 31, Shares	567,079	139,343
Nonvested, at beginning of year, Weighted Average Grant Date Per Share Fair Value	$ 18.42
Granted, Weighted Average Grant Date Per Share Fair Value	$ 16.57	$ 18.42
Vested, Weighted Average Grant Date Per Share Fair Value
Forfeited, Weighted Average Grant Date Per Share Fair Value
Nonvested, at March 31, Weighted Average Grant Date Per Share Fair Value	$ 17.03	$ 18.42

XML

Stock-based Compensation - Outstanding Stock Options (Detail) (USD $)	3 Months Ended
	Mar. 31, 2013
Range One [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price, lower limit	$ 14.19
Exercise Price, upper limit	$ 18.94
Outstanding, Weighted Average Remaining Contractual Life	5 years 10 months 21 days
Outstanding, Number of Options	437,295
Exercisable, Weighted Average Remaining Contractual Life	5 years 6 months 18 days
Outstanding, Weighted Average Exercise Price	$ 17.29
Exercisable, Number of Options	150,468
Exercisable, Weighted Average Exercise Price	$ 17.65
Range Two [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price, lower limit	$ 20.38
Exercise Price, upper limit	$ 21.04
Outstanding, Weighted Average Remaining Contractual Life	4 years 9 months 11 days
Outstanding, Number of Options	504,363
Exercisable, Weighted Average Remaining Contractual Life	4 years 8 months 27 days
Outstanding, Weighted Average Exercise Price	$ 20.41
Exercisable, Number of Options	377,886
Exercisable, Weighted Average Exercise Price	$ 20.40
Range Three [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price, lower limit	$ 21.88
Exercise Price, upper limit	$ 24.00
Outstanding, Weighted Average Remaining Contractual Life	3 years 11 months 23 days
Outstanding, Number of Options	908,628
Exercisable, Weighted Average Remaining Contractual Life	3 years 11 months 12 days
Outstanding, Weighted Average Exercise Price	$ 21.89
Exercisable, Number of Options	898,461
Exercisable, Weighted Average Exercise Price	$ 21.89
Range Four [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise Price, upper limit	$ 150.99
Outstanding, Weighted Average Remaining Contractual Life	2 years 8 months 12 days
Outstanding, Number of Options	68,121
Exercisable, Weighted Average Remaining Contractual Life	2 years 8 months 12 days
Outstanding, Weighted Average Exercise Price	$ 150.99
Exercisable, Number of Options	68,121
Exercisable, Weighted Average Exercise Price	$ 150.99
Range Five [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Outstanding, Weighted Average Remaining Contractual Life	4 years 6 months 29 days
Outstanding, Number of Options	1,918,407
Exercisable, Weighted Average Remaining Contractual Life	4 years 3 months 4 days
Outstanding, Weighted Average Exercise Price	$ 25.04
Exercisable, Number of Options	1,494,936
Exercisable, Weighted Average Exercise Price	$ 26.97

XML

The DDi Acquisition - Additional Information (Detail) (DDi acquisition [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012
DDi acquisition [Member]
Business Acquisition [Line Items]
Net loss, acquisition-related costs	$ 1,067
Net expense related to fair value adjustments to acquisition-date net assets acquired	2,385
Net expense related to merger financing transactions, including interest expense and amortization of deferred financing costs	$ 3,847

XML

Stock-based Compensation (Tables)

3 Months Ended

Mar. 31, 2013

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-Based Compensation

Stock compensation expense recognized in the condensed consolidated statements of operations and comprehensive (loss) income was as follows:

	Three Months Ended March  31,
	2013		2012
Cost of goods sold	$	228	$	160
Selling, general and administrative		2,979		2,361
	$	3,207	$	2,521

Stock Option Activity

The following table summarizes the stock option activity for the three months ended March 31, 2013 and 2012:

	2013					2012
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Outstanding at beginning of year		2,029,010		$	31.84		1,676,812		$	35.99
Granted		11,500			14.25		294,962			18.42
Exercised		—			—		—			—
Forfeited		(122,103	)		137.04		(26,717	)		86.27
Outstanding at March 31,		1,918,407		$	25.04		1,945,057		$	32.64
Options exercisable at March 31,		1,494,936		$	26.97		1,022,641		$	43.87

Black-Scholes Option-Pricing Model

The weighted average fair value of stock options granted during the three months ended March 31, 2013 and 2012, was $6.31 and $9.12, respectively, estimated on the date of the grants using the Black-Scholes option-pricing model with the following assumptions:

	2013	2012
Expected life of options	4.3 years	4.3 years
Risk free interest rate	0.85% to 0.88%	0.82% to 0.85%
Expected volatility of stock	54.81% to 54.94%	62.61% to 62.75%
Expected dividend yield	None	None

Outstanding Stock Options

The following table summarizes information regarding outstanding stock options as of March 31, 2013:

	Outstanding						Exercisable
Exercise Price	Number of Options		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Number of Options		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price
$ 14.19 to $18.94		437,295		5.89 years	$	17.29		150,468		5.55 years	$	17.65
$ 20.38 to $21.04		504,363		4.78 years		20.41		377,886		4.74 years		20.40
$ 21.88 to $24.00		908,628		3.98 years		21.89		898,461		3.95 years		21.89
$ 150.99		68,121		2.70 years		150.99		68,121		2.70 years		150.99
		1,918,407		4.58 years	$	25.04		1,494,936		4.26 years	$	26.97

Restricted Stock Awards

The following table summarizes restricted stock activity for the three months ended March 31, 2013 and 2012:

	2013					2012
	Shares			Weighted Average Grant Date Per Share Fair Value		Shares		Weighted Average Grant Date Per Share Fair Value
Nonvested at beginning of year		629,435		$	18.40		405,595	$	18.05
Granted		84,609			14.68		171,343		18.42
Vested		—			—		—		—
Forfeited		(2,500	)		18.42		—		—
Nonvested at March 31,		711,544		$	17.96		576,938	$	18.16

Performance Share Unit

The following table summarizes performance share unit activity for the three months ended March 31, 2013 and 2012:

	2013				2012
	Shares		Weighted Average Grant  Date Per Share Fair Value		Shares		Weighted Average Grant  Date Per Share Fair Value
Nonvested, beginning of year		139,343	$	18.42		—	$	—
Granted		427,736		16.57		139,343		18.42
Vested		—		—		—		—
Forfeited		—		—		—		—
Nonvested, at March 31,		567,079	$	17.03		139,343	$	18.42

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Business Segment Information - Total Assets by Segment (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Segment Reporting, Asset Reconciling Item [Line Items]
Assets, Total	$ 1,104,811	$ 1,106,181
Printed Circuit Boards [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Assets, Total	957,362	955,618
Assembly [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Assets, Total	83,050	87,280
Other [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Assets, Total	$ 64,399	$ 63,283

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Stock-based Compensation - Stock-Based Compensation (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total Stock-based compensation expense	$ 3,207	$ 2,521
Cost of goods sold [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total Stock-based compensation expense	228	160
Selling, general and administrative [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total Stock-based compensation expense	$ 2,979	$ 2,361

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Credit Facilities and Long-term Debt - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013
Debt Disclosure [Abstract]
Credit facilities amount outstanding	$ 10,000
Line of credit issued letters of credit	651
Credit facilities unused and available	$ 104,194

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Accumulated Other Comprehensive Income - Summary of Changes in Accumulated Other Comprehensive Income, by Component (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Statement Of Income And Comprehensive Income [Abstract]
Cash Flow Hedges, Accumulated other comprehensive income at beginning balance	$ 1,340	$ 527
Cash Flow Hedges, Other comprehensive income, net of tax and before reclassifications	1,030	1,841
Cash Flow Hedges, Amounts reclassified from accumulated other comprehensive income, net of tax	(659)	(850)
Cash Flow Hedges, Other comprehensive income, net of tax	371	991
Cash Flow Hedges, Accumulated other comprehensive income at ending balance	1,711	1,518
Foreign Currency Translation, Accumulated other comprehensive income at beginning balance	7,528	7,528
Foreign Currency Translation, Other comprehensive income, net of tax and before reclassifications
Foreign Currency Translation, Amounts reclassified from accumulated other comprehensive income, net of tax
Foreign Currency Translation, Other comprehensive income, net of tax
Foreign Currency Translation, Accumulated other comprehensive income at ending balance	7,528	7,528
Accumulated other comprehensive income at beginning balance	8,868	8,055
Other comprehensive income, net of tax and before reclassifications	1,030	1,841
Amounts reclassified from accumulated other comprehensive income, net of tax	(659)	(850)
Other comprehensive income, net of tax	371	991
Accumulated other comprehensive income at ending balance	$ 9,239	$ 9,046

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Stock-based Compensation - Restricted Stock Awards (Detail) (Restricted stock [Member], USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Restricted stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Nonvested at beginning of year, Shares	629,435	405,595
Granted, Shares	84,609	171,343
Vested, Shares
Forfeited, Shares	(2,500)
Nonvested at March 31, Shares	711,544	576,938
Nonvested at beginning of year, Weighted Average Grant Date Per Share Fair Value	$ 18.40	$ 18.05
Granted, Weighted Average Grant Date Per Share Fair Value	$ 14.68	$ 18.42
Vested, Weighted Average Grant Date Per Share Fair Value
Forfeited, Weighted Average Grant Date Per Share Fair Value	$ 18.42
Nonvested at March 31, Weighted Average Grant Date Per Share Fair Value	$ 17.96	$ 18.16

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Property, Plant and Equipment

3 Months Ended

Mar. 31, 2013

Property Plant And Equipment [Abstract]

Property, Plant and Equipment

4. Property, Plant and Equipment

The composition of property, plant and equipment is as follows:

	March 31, 2013			December 31, 2012
Land and buildings	$	128,161		$	126,142
Machinery, equipment and systems		721,329			718,321
Leasehold improvements		93,544			84,197
Construction in progress		20,734			24,848
		963,768			953,508
Less: Accumulated depreciation		(537,919	)		(525,540	)
Total	$	425,849		$	427,968

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Stock-based Compensation - Stock Option Activity (Detail) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Beginning balance, Shares	2,029,010	1,676,812
Granted, Shares	11,500	294,962
Exercised, Shares
Forfeited, Shares	(122,103)	(26,717)
Ending balance, Shares	1,918,407	1,945,057
Options exercisable at year end, Shares	1,494,936	1,022,641
Beginning balance, Weighted Average Exercise Price	$ 31.84	$ 35.99
Granted, Weighted Average Exercise Price	$ 14.25	$ 18.42
Exercised, Weighted Average Exercise Price
Forfeited, Weighted Average Exercise Price	$ 137.04	$ 86.27
Ending balance, Weighted Average Exercise Price	$ 25.04	$ 32.64
Options exercisable at year end, Weighted Average Exercise Price	$ 26.97	$ 43.87

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Basis of Presentation - Components Used in Computation of Basic and Diluted Loss Per Share (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Net loss attributable to common stockholders	$ (13,455)	$ (4,642)
Basic weighted average shares outstanding	19,994,820	19,984,414
Dilutive weighted average shares outstanding	19,994,820	19,984,414
Basic loss per share	$ (0.67)	$ (0.23)
Diluted loss per share	$ (0.67)	$ (0.23)
Stock options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dilutive effect
Restricted stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dilutive effect
Performance shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dilutive effect

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Basis of Presentation - Additional Information (Detail) (USD $) In Thousands, except Share data, unless otherwise specified			3 Months Ended		1 Months Ended	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2013 Huiyang [Member]	Mar. 31, 2012 Huiyang [Member]	May 31, 2012 Huizhou [Member]	Mar. 31, 2012 Huizhou [Member]	Mar. 31, 2013 Performance shares [Member]	Mar. 31, 2012 Performance shares [Member]	Mar. 31, 2013 Stock options [Member]	Mar. 31, 2012 Stock options [Member]	Mar. 31, 2013 Unvested restricted stock [Member]	Mar. 31, 2012 Unvested restricted stock [Member]	Mar. 31, 2013 Convertible debt securities [Member]	Mar. 31, 2012 Convertible debt securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Other non-current liabilities	$ 11,323	$ 11,314
Options to purchase shares of common stock							987,147	278,686	1,918,407	1,945,057	711,544	576,938	6,593	6,593
Noncontrolling interest purchased during period					15.00%
Noncontrolling interest holder retained an ownership			5.00%			15.00%
Company's ownership					100.00%
Cash paid to noncontrolling interest holder			$ 27	$ 29		$ 185

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Stock-based Compensation - Additional Information (Detail) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average fair value of options granted	$ 6.31	$ 9.12
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Range of shares to vest	0.00%
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Range of shares to vest	200.00%
Performance shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average fair value of options granted	$ 16.57

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Basis of Presentation - Debt Instruments and Cash Flow Hedges (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Senior Secured Notes due 2019 [Member]
Debt Instrument [Line Items]
Debt instrument, Fair Value	$ 578,188	$ 543,125
Debt instrument, Carrying Amount	550,000	550,000
Senior Secured 2010 Credit Facility [Member]
Debt Instrument [Line Items]
Debt instrument, Fair Value
Debt instrument, Carrying Amount
North America Mortgage Loans [Member]
Debt Instrument [Line Items]
Debt instrument, Fair Value	13,930	14,128
Debt instrument, Carrying Amount	13,715	14,125
Zhongshan 2010 Credit Facility [Member]
Debt Instrument [Line Items]
Debt instrument, Fair Value	10,000	10,000
Debt instrument, Carrying Amount	10,000	10,000
Senior Subordinated Convertible Notes due 2013 [Member]
Debt Instrument [Line Items]
Debt instrument, Fair Value	895	895
Debt instrument, Carrying Amount	895	895
Cash flow hedges [Member] | Prepaid expenses and other [Member]
Debt Instrument [Line Items]
Derivative Assets, Fair Value	1,711	1,340
Derivative Assets, Carrying Amount	$ 1,711	$ 1,340

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Basis of Presentation - Reconciliation of Noncontrolling Interest (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Noncontrolling Interest [Abstract]
Balance, beginning of year	$ 2,330	$ 3,665
Net income (loss) attributable to noncontrolling interest	173	(495)
Balance, March 31,	$ 2,503	$ 3,170

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Inventories

3 Months Ended

Mar. 31, 2013

Inventory Disclosure [Abstract]

Inventories

3. Inventories

The composition of inventories is as follows:

	March 31, 2013		December 31, 2012
Raw materials	$	44,962	$	42,149
Work in process		30,983		34,136
Finished goods		33,100		34,744
Total	$	109,045	$	111,029

Inventories are stated at the lower of cost (valued using the first-in, first-out and average cost methods) or market.

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The DDi Acquisition - Unaudited Pro Forma Results of Operations (Detail) (DDi acquisition [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012
DDi acquisition [Member]
Business Acquisition [Line Items]
Net sales	$ 331,002
Net loss	$ (3,973)

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Derivative Financial Instruments and Cash Flow Hedging Strategy - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012	Dec. 31, 2011
Derivative Instruments And Hedging Activities Disclosure [Abstract]
Deferred gains on derivatives	$ 1,711	$ 1,518	$ 1,340	$ 527
Deferred gains on derivatives, tax	0		0
Gain or loss forward contracts is recorded in cost of goods sold	$ 659	$ 850

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 83,609	$ 74,816
Accounts receivable, net	179,255	183,148
Inventories	109,045	111,029
Prepaid expenses and other	39,117	38,838
Total current assets	411,026	407,831
Property, plant and equipment, net	425,849	427,968
Goodwill	151,283	151,283
Intangible assets, net	101,145	102,817
Deferred financing costs, net	14,579	15,304
Other assets	929	978
Total assets	1,104,811	1,106,181
Current liabilities:
Current maturities of long-term debt	12,250	12,250
Accounts payable	165,448	161,890
Accrued and other liabilities	90,491	90,812
Total current liabilities	268,189	264,952
Long-term debt, less current maturities	563,038	563,446
Other non-current liabilities	51,431	45,926
Total liabilities	882,658	874,324
Stockholders' equity:
Common stock, par value $0.01 per share, 100,000,000 shares authorized, 20,706,364 and 20,624,255 shares issued and outstanding	207	206
Paid-in capital	2,388,728	2,385,522
Accumulated deficit	(2,178,524)	(2,165,069)
Accumulated other comprehensive income	9,239	8,868
Total Viasystems stockholders' equity	219,650	229,527
Noncontrolling interest	2,503	2,330
Total stockholders' equity	222,153	231,857
Total liabilities and stockholders' equity	$ 1,104,811	$ 1,106,181

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Stock-based Compensation - Black-Scholes Option-Pricing Model (Detail)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Abstract]
Expected life of options	4 years 3 months 18 days	4 years 3 months 18 days
Risk free interest rate, minimum	0.85%	0.82%
Risk free interest rate, maximum	0.88%	0.85%
Expected volatility of stock, minimum	54.81%	62.61%
Expected volatility of stock, maximum	54.94%	62.75%
Expected dividend yield

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Basis of Presentation

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Basis of Presentation

1. Basis of Presentation

Unaudited Interim Condensed Consolidated Financial Statements

The unaudited interim condensed consolidated financial statements of Viasystems Group, Inc. and its subsidiaries (“Viasystems” or the “Company”) reflect all adjustments consisting only of normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of financial position and results of operations and cash flows. The results for the three months ended March 31, 2013 are not necessarily indicative of the results that may be expected for a full fiscal year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission.

Nature of Business

Viasystems is a leading worldwide provider of complex multi-layer printed circuit boards (“PCBs”) and electro-mechanical solutions (“E-M Solutions”). The Company’s products are used in a wide range of applications including, for example, automotive engine controls and safety systems, data networking equipment, telecommunications switching equipment, complex medical, technical and industrial instruments, and flight control systems.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Viasystems Group, Inc. and its wholly-owned and majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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;

• fair value of assets acquired and liabilities assumed in acquisitions;

• 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 awards granted under the Company’s stock-based compensation plans.

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 condensed consolidated financial statements 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 condensed consolidated financial statements.

Cash and Cash Equivalents and Restricted Cash

The Company considers short-term highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Commitments and 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 assert 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 business, financial condition, results of operations or cash flows.

The Company is a party to agreements with third parties in which the Company has agreed to indemnify such parties against certain liabilities in connection with claims by unrelated parties. At March 31, 2013 and December 31, 2012, other non-current liabilities include $11,323 and $11,314, respectively, of accruals for potential claims in connection with such indemnities.

Viasystems’ certificate of incorporation 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 or omissions not in good faith or involving intentional misconduct or knowing violation of the law, the unlawful payment 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 its business, financial condition, results of operations or cash flows.

Earnings or Loss Per Share

The Company computes basic earnings per share by dividing its net income attributable to common stockholders for the period by the weighted average number of common shares outstanding during the period. The computation of diluted earnings per share is based on the weighted average number of common shares outstanding during the period plus, to the extent they are dilutive, common equivalent shares (consisting primarily of employee stock options, convertible debt, unvested restricted stock awards and unvested performance share units). The potentially dilutive impact of the Company’s share-based compensation is determined using the treasury stock method.

The components used in the computation of basic and diluted loss per share attributable to common stockholders were as follows:

	Three Months Ended March 31,
	2013			2012
Net loss attributable to common stockholders	$	(13,455	)	$	(4,642	)
Basic weighted average shares outstanding		19,994,820			19,984,414
Dilutive effect of stock options		—			—
Dilutive effect of restricted stock awards		—			—
Dilutive effect of performance share units		—			—
Diluted weighted average shares outstanding		19,994,820			19,984,414
Basic loss per share	$	(0.67	)	$	(0.23	)
Diluted loss per share	$	(0.67	)	$	(0.23	)

For the three months ended March 31, 2013, the calculation of diluted weighted average shares outstanding excludes i) the effect of performance share units representing a maximum of 987,147 shares of common stock, ii) options to purchase 1,918,407 shares of common stock, iii) unvested restricted stock awards of 711,544, and iv) debt which is convertible into 6,593 shares of common stock. For the three months ended March 31, 2012, the calculation of diluted weighted average shares outstanding excludes i) the effect of performance share units representing a maximum of 278,686 shares of common stock, ii) options to purchase 1,945,057 shares of common stock, iii) unvested restricted stock awards of 576,938, and iv) debt which is convertible into 6,593 shares of common stock.

Fair Value of Financial Instruments

The Company measures the fair value of assets and liabilities using 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, the Company may use various valuation techniques 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.

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 7). 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, market interest rates that are corroborated with publicly available market information and third party credit ratings for the counterparties to our derivate contracts. When applicable, all such contracts covered by master netting agreements are reported net, with gross positive fair values netted with gross negative fair values by counterparty.

In addition to cash flow hedges, the Company’s financial instruments consist of cash equivalents, accounts receivable, long-term debt and other long-term obligations. For cash equivalents, accounts receivable and other long-term obligations, the carrying amounts approximate fair market value. The estimated fair values of the Company’s debt instruments and cash flow hedges as of March 31, 2013, and December 31, 2012, are as follows:

	March 31, 2013
	Fair Value		Carrying Amount		Balance Sheet Classification
Senior Secured Notes due 2019	$	578,188	$	550,000	Long-term debt, less current maturities
Senior Secured 2010 Credit Facility		—		—
North America Mortgage Loans		13,930		13,715	Long-term debt, including current maturities
Zhongshan 2010 Credit Facility		10,000		10,000	Current maturities of long-term debt
Senior Subordinated Convertible Notes due 2013		895		895	Current maturities of long-term debt
Cash flow hedges –deferred gain contracts		1,711		1,711	Prepaid expenses and other
	December 31, 2012
	Fair Value		Carrying Amount		Balance Sheet Classification
Senior Secured Notes due 2019	$	543,125	$	550,000	Long-term debt, less current maturities
Senior Secured 2010 Credit Facility		—		—
North America Mortgage Loans		14,128		14,125	Long-term debt, including current maturities
Zhongshan 2010 Credit Facility		10,000		10,000	Current maturities of long-term debt
Senior Subordinated Convertible Notes due 2013		895		895	Long-term debt, less current maturities
Cash flow hedges –deferred gain contracts		1,340		1,340	Prepaid expenses and other

The Company determined the fair value of the Senior Secured Notes due 2019 using Level 1 inputs—quoted market prices for the notes. The Company determined the fair value of the North America Mortgage Loans, Zhongshan 2010 Credit Facility and Senior Subordinated Convertible Notes due 2013 (see Note 5) using Level 2 inputs, including market interest rates. For the Zhongshan 2010 Credit Facility and variable rate mortgage loans, the carrying value approximated their fair value. For fixed rate mortgage loans, the Company estimated the fair value based on discounted future cash flows using a discount rate that approximates the current effective borrowing rate for comparable loans. The Company estimated the fair value of the Senior Subordinated Convertible Notes due 2013 to be their par value based upon recent trading activity.

Recently Adopted Accounting Pronouncements

On January 1, 2013, the Company adopted a new accounting standard which requires the Company to disclose additional information about financial instruments that have been offset on its balance sheet. Assets and liabilities for financial instruments, such as cash flow hedge contracts, which are covered by master netting agreements are reported net, with gross positive fair values netted with gross negative fair values by counterparty. While the adoption of this standard impacts the Company’s disclosures, it does not change the way the Company accounts for such financial instruments and has no effect on the Company’s financial condition or results of operations. As of March 31, 2013, no financial instruments had been offset on the Company’s balance sheet.

On January 1, 2012, the Company adopted an accounting standard which changes the way accumulated other comprehensive income is presented in its financial statements and elected to begin reporting accumulated other comprehensive income in a continuous consolidated statement of operations and other comprehensive income. In addition, certain other aspects of the new standard were adopted on January 1, 2013, requiring additional disclosure about reclassification adjustments out of accumulated other comprehensive income. The adoption of this standard had no effect on the Company’s financial condition or results of operations (see Note 11).

Noncontrolling Interest

The Company owns a majority interest in its subsidiary that operates a manufacturing facility in Huiyang, China, and a noncontrolling interest holder owns 5% of this subsidiary. During the three months ended March 31, 2012, the Company also owned a majority interest in its subsidiary that operated a manufacturing facility in Huizhou, China, and the same noncontrolling interest holder owned 15% of that subsidiary. In connection with the closure of the Huizhou facility, in May 2012, the Company purchased the 15% interest of the noncontrolling interest holder, increasing the Company’s ownership to 100%. Noncontrolling interest is reported as a component of equity, and net income attributable to the noncontrolling interest is reported as a reduction from net income to arrive at net income attributable to the Company’s common stockholders.

The Company purchases consulting and other services from the noncontrolling interest holder related to the Huiyang facility. During the three months ended March 31, 2013 and 2012, the Company paid the noncontrolling interest holder $27 and $29, respectively, related to these services. During 2012, the Company leased the Huizhou facility and purchased services related to the Huizhou facility from the noncontrolling interest holder. During the three months ended March 31, 2012, the Company paid the noncontrolling interest holder $185 for rental and service fees.

A reconciliation of noncontrolling interest for the three months ended March 31, 2013 and 2012, is as follows:

	2013		2012
Balance, beginning of year	$	2,330	$	3,665
Net income (loss) attributable to noncontrolling interest		173		(495	)
Balance, March 31,	$	2,503	$	3,170

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Property, Plant and Equipment - Composition of Property, Plant and Equipment (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Property, Plant and Equipment [Line Items]
Property, plant and equipment, Gross	$ 963,768	$ 953,508
Less: Accumulated depreciation	(537,919)	(525,540)
Total	425,849	427,968
Land and buildings [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, Gross	128,161	126,142
Machinery, equipment and systems [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, Gross	721,329	718,321
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, Gross	93,544	84,197
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, Gross	$ 20,734	$ 24,848

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Credit Facilities and Long-term Debt (Tables)

3 Months Ended

Mar. 31, 2013

Debt Disclosure [Abstract]

Composition of Long-Term Debt

The composition of long-term debt is as follows:

	March 31, 2013			December 31, 2012
Senior Secured Notes due 2019	$	550,000		$	550,000
Senior Secured 2010 Credit Facility		—			—
North America Mortgage Loans		13,715			14,125
Zhongshan 2010 Credit Facility		10,000			10,000
Senior Subordinated Convertible Notes due 2013		895			895
Capital leases		678			676
		575,288			575,696
Less: Current maturities		(12,250	)		(12,250	)
	$	563,038		$	563,446

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Credit Facilities and Long-term Debt - Composition of Long-Term Debt (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Long-term debt, Gross	$ 575,288	$ 575,696
Less: Current maturities	(12,250)	(12,250)
Long-term debt, less current maturities	563,038	563,446
Senior Secured Notes due 2019 [Member]
Debt Instrument [Line Items]
Long-term debt, Gross	550,000	550,000
Senior Secured 2010 Credit Facility [Member]
Debt Instrument [Line Items]
Long-term debt, Gross
North America Mortgage Loans [Member]
Debt Instrument [Line Items]
Long-term debt, Gross	13,715	14,125
Zhongshan 2010 Credit Facility [Member]
Debt Instrument [Line Items]
Long-term debt, Gross	10,000	10,000
Senior Subordinated Convertible Notes due 2013 [Member]
Debt Instrument [Line Items]
Long-term debt, Gross	895	895
Capital leases [Member]
Debt Instrument [Line Items]
Long-term debt, Gross	$ 678	$ 676

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Derivative Financial Instruments and Cash Flow Hedging Strategy (Tables)

3 Months Ended

Mar. 31, 2013

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Outstanding Derivative Contracts

The following table summarizes the Company’s outstanding derivative contracts:

	March 31, 2013		December 31, 2012
Notional amount in thousands of Chinese RMB		900,000		1,200,000
Weighted average remaining maturity in months		4.6		6.1
Weighted average exchange rate to one U.S. Dollar		6.36		6.36

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The DDi Acquisition

3 Months Ended

Mar. 31, 2013

Business Combinations [Abstract]

The DDi Acquisition

2. The DDi Acquisition

On May 31, 2012, the Company acquired DDi Corp. (“DDi”) in a cash purchase transaction pursuant to which DDi became a wholly owned subsidiary of the Company (the “DDi Acquisition”). The following unaudited pro forma information presents the combined results of operations of Viasystems and DDi for the three months ended March 31, 2012, as if the DDi Acquisition had been completed on January 1, 2012, with adjustments to give effect to pro forma events that are directly attributable to the DDi Acquisition. The unaudited pro forma results do not reflect any operating efficiencies or potential cost savings which may have resulted from the consolidation of the operations of the companies. Accordingly, these unaudited pro forma results are presented for illustrative purposes and are not intended to represent or be indicative of the actual results of operations of the combined company that would have been achieved had the acquisition occurred at the beginning of the period presented, nor are they intended to represent or be indicative of future results of operations.

The following table summarizes the unaudited pro forma results of operations:

	Three Months Ended March 31,
	2012
Net sales	$	331,002
Net loss	$	(3,973	)

Adjustments to the pro forma net loss for the three months ended March 31, 2012 were: i) the exclusion of $1,067 of acquisition-related costs, ii) the inclusion of $2,385 of net expense related to fair value adjustments to acquisition-date net assets acquired and iii) the inclusion of $3,847 of net expense related to merger financing transactions, including interest expense and amortization of deferred financing costs.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Statement Of Financial Position [Abstract]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	20,706,364	20,624,255
Common stock, shares outstanding	20,706,364	20,624,255

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Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Unaudited Interim Condensed Consolidated Financial Statements

Unaudited Interim Condensed Consolidated Financial Statements

The unaudited interim condensed consolidated financial statements of Viasystems Group, Inc. and its subsidiaries (“Viasystems” or the “Company”) reflect all adjustments consisting only of normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of financial position and results of operations and cash flows. The results for the three months ended March 31, 2013, are not necessarily indicative of the results that may be expected for a full fiscal year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission.

Nature of Business

Nature of Business

Viasystems is a leading worldwide provider of complex multi-layer printed circuit boards (“PCBs”) and electro-mechanical solutions (“E-M Solutions”). The Company’s products are used in a wide range of applications including, for example, automotive engine controls and safety systems, data networking equipment, telecommunications switching equipment, complex medical, technical and industrial instruments, and flight control systems.

Principles of Consolidation

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Viasystems Group, Inc. and its wholly-owned and majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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;

• fair value of assets acquired and liabilities assumed in acquisitions;

• 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 awards granted under the Company’s stock-based compensation plans.

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 condensed consolidated financial statements 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 condensed consolidated financial statements.

Cash and Cash Equivalents and Restricted Cash

Cash and Cash Equivalents and Restricted Cash

The Company considers short-term highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Commitments and Contingencies

Commitments and 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 assert 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 business, financial condition, results of operations or cash flows.

The Company is a party to agreements with third parties in which the Company has agreed to indemnify such parties against certain liabilities in connection with claims by unrelated parties. At March 31, 2013 and December 31, 2012, other non-current liabilities include $11,323 and $11,314, respectively, of accruals for potential claims in connection with such indemnities.

Viasystems’ certificate of incorporation 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 or omissions not in good faith or involving intentional misconduct or knowing violation of the law, the unlawful payment 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 its business, financial condition, results of operations or cash flows.

Earnings or Loss Per Share

Earnings or Loss Per Share

The Company computes basic earnings per share by dividing its net income attributable to common stockholders for the period by the weighted average number of common shares outstanding during the period. The computation of diluted earnings per share is based on the weighted average number of common shares outstanding during the period plus, to the extent they are dilutive, common equivalent shares (consisting primarily of employee stock options, convertible debt, unvested restricted stock awards and unvested performance share units). The potentially dilutive impact of the Company’s share-based compensation is determined using the treasury stock method.

The components used in the computation of basic and diluted loss per share attributable to common stockholders were as follows:

	Three Months Ended March 31,
	2013			2012
Net loss attributable to common stockholders	$	(13,455	)	$	(4,642	)
Basic weighted average shares outstanding		19,994,820			19,984,414
Dilutive effect of stock options		—			—
Dilutive effect of restricted stock awards		—			—
Dilutive effect of performance share units		—			—
Diluted weighted average shares outstanding		19,994,820			19,984,414
Basic loss per share	$	(0.67	)	$	(0.23	)
Diluted loss per share	$	(0.67	)	$	(0.23	)

For the three months ended March 31, 2013, the calculation of diluted weighted average shares outstanding excludes i) the effect of performance share units representing a maximum of 987,147 shares of common stock, ii) options to purchase 1,918,407 shares of common stock, iii) unvested restricted stock awards of 711,544, and iv) debt which is convertible into 6,593 shares of common stock. For the three months ended March 31, 2012, the calculation of diluted weighted average shares outstanding excludes i) the effect of performance share units representing a maximum of 278,686 shares of common stock, ii) options to purchase 1,945,057 shares of common stock, iii) unvested restricted stock awards of 576,938, and iv) debt which is convertible into 6,593 shares of common stock.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company measures the fair value of assets and liabilities using 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, the Company may use various valuation techniques 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.

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 7). 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, market interest rates that are corroborated with publicly available market information and third party credit ratings for the counterparties to our derivate contracts. When applicable, all such contracts covered by master netting agreements are reported net, with gross positive fair values netted with gross negative fair values by counterparty.

In addition to cash flow hedges, the Company’s financial instruments consist of cash equivalents, accounts receivable, long-term debt and other long-term obligations. For cash equivalents, accounts receivable and other long-term obligations, the carrying amounts approximate fair market value. The estimated fair values of the Company’s debt instruments and cash flow hedges as of March 31, 2013, and December 31, 2012, are as follows:

	March 31, 2013
	Fair Value		Carrying Amount		Balance Sheet Classification
Senior Secured Notes due 2019	$	578,188	$	550,000	Long-term debt, less current maturities
Senior Secured 2010 Credit Facility		—		—
North America Mortgage Loans		13,930		13,715	Long-term debt, including current maturities
Zhongshan 2010 Credit Facility		10,000		10,000	Current maturities of long-term debt
Senior Subordinated Convertible Notes due 2013		895		895	Current maturities of long-term debt
Cash flow hedges –deferred gain contracts		1,711		1,711	Prepaid expenses and other
	December 31, 2012
	Fair Value		Carrying Amount		Balance Sheet Classification
Senior Secured Notes due 2019	$	543,125	$	550,000	Long-term debt, less current maturities
Senior Secured 2010 Credit Facility		—		—
North America Mortgage Loans		14,128		14,125	Long-term debt, including current maturities
Zhongshan 2010 Credit Facility		10,000		10,000	Current maturities of long-term debt
Senior Subordinated Convertible Notes due 2013		895		895	Long-term debt, less current maturities
Cash flow hedges –deferred gain contracts		1,340		1,340	Prepaid expenses and other

The Company determined the fair value of the Senior Secured Notes due 2019 using Level 1 inputs—quoted market prices for the notes. The Company determined the fair value of the North America Mortgage Loans, Zhongshan 2010 Credit Facility and Senior Subordinated Convertible Notes due 2013 (see Note 5) using Level 2 inputs, including market interest rates. For the Zhongshan 2010 Credit Facility and variable rate mortgage loans, the carrying value approximated their fair value. For fixed rate mortgage loans, the Company estimated the fair value based on discounted future cash flows using a discount rate that approximates the current effective borrowing rate for comparable loans. The Company estimated the fair value of the Senior Subordinated Convertible Notes due 2013 to be their par value based upon recent trading activity.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

On January 1, 2013, the Company adopted a new accounting standard which requires the Company to disclose additional information about financial instruments that have been offset on its balance sheet. Assets and liabilities for financial instruments, such as cash flow hedge contracts, which are covered by master netting agreements are reported net, with gross positive fair values netted with gross negative fair values by counterparty. While the adoption of this standard impacts the Company’s disclosures, it does not change the way the Company accounts for such financial instruments and has no effect on the Company’s financial condition or results of operations. As of March 31, 2013, no financial instruments had been offset on the Company’s balance sheet.

On January 1, 2012, the Company adopted an accounting standard which changes the way accumulated other comprehensive income is presented in its financial statements and elected to begin reporting accumulated other comprehensive income in a continuous consolidated statement of operations and other comprehensive income. In addition, certain other aspects of the new standard were adopted on January 1, 2013, requiring additional disclosure about reclassification adjustments out of accumulated other comprehensive income. The adoption of this standard had no effect on the Company’s financial condition or results of operations (see Note 11).

Noncontrolling Interest

Noncontrolling Interest

The Company owns a majority interest in its subsidiary that operates a manufacturing facility in Huiyang, China, and a noncontrolling interest holder owns 5% of this subsidiary. During the three months ended March 31, 2012, the Company also owned a majority interest in its subsidiary that operated a manufacturing facility in Huizhou, China, and the same noncontrolling interest holder owned 15% of that subsidiary. In connection with the closure of the Huizhou facility, in May 2012, the Company purchased the 15% interest of the noncontrolling interest holder, increasing the Company’s ownership to 100%. Noncontrolling interest is reported as a component of equity, and net income attributable to the noncontrolling interest is reported as a reduction from net income to arrive at net income attributable to the Company’s common stockholders.

The Company purchases consulting and other services from the noncontrolling interest holder related to the Huiyang facility. During the three months ended March 31, 2013 and 2012, the Company paid the noncontrolling interest holder $27 and $29, respectively, related to these services. During 2012, the Company leased the Huizhou facility and purchased services related to the Huizhou facility from the noncontrolling interest holder. During the three months ended March 31, 2012, the Company paid the noncontrolling interest holder $185 for rental and service fees.

A reconciliation of noncontrolling interest for the three months ended March 31, 2013 and 2012, is as follows:

	2013		2012
Balance, beginning of year	$	2,330	$	3,665
Net income (loss) attributable to noncontrolling interest		173		(495	)
Balance, March 31,	$	2,503	$	3,170

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Document and Entity Information	3 Months Ended
	Mar. 31, 2013	May 03, 2013
Document Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Trading Symbol	VIAS
Entity Registrant Name	VIASYSTEMS GROUP INC
Entity Central Index Key	0001101169
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		20,705,864

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Basis of Presentation (Tables)

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Components Used in Computation of Basic and Diluted Loss Per Share

The components used in the computation of basic and diluted loss per share attributable to common stockholders were as follows:

	Three Months Ended March 31,
	2013			2012
Net loss attributable to common stockholders	$	(13,455	)	$	(4,642	)
Basic weighted average shares outstanding		19,994,820			19,984,414
Dilutive effect of stock options		—			—
Dilutive effect of restricted stock awards		—			—
Dilutive effect of performance share units		—			—
Diluted weighted average shares outstanding		19,994,820			19,984,414
Basic loss per share	$	(0.67	)	$	(0.23	)
Diluted loss per share	$	(0.67	)	$	(0.23	)

Debt Instruments and Cash Flow Hedges

The estimated fair values of the Company’s debt instruments and cash flow hedges as of March 31, 2013, and December 31, 2012, are as follows:

	March 31, 2013
	Fair Value		Carrying Amount		Balance Sheet Classification
Senior Secured Notes due 2019	$	578,188	$	550,000	Long-term debt, less current maturities
Senior Secured 2010 Credit Facility		—		—
North America Mortgage Loans		13,930		13,715	Long-term debt, including current maturities
Zhongshan 2010 Credit Facility		10,000		10,000	Current maturities of long-term debt
Senior Subordinated Convertible Notes due 2013		895		895	Current maturities of long-term debt
Cash flow hedges –deferred gain contracts		1,711		1,711	Prepaid expenses and other
	December 31, 2012
	Fair Value		Carrying Amount		Balance Sheet Classification
Senior Secured Notes due 2019	$	543,125	$	550,000	Long-term debt, less current maturities
Senior Secured 2010 Credit Facility		—		—
North America Mortgage Loans		14,128		14,125	Long-term debt, including current maturities
Zhongshan 2010 Credit Facility		10,000		10,000	Current maturities of long-term debt
Senior Subordinated Convertible Notes due 2013		895		895	Long-term debt, less current maturities
Cash flow hedges –deferred gain contracts		1,340		1,340	Prepaid expenses and other

Reconciliation of Noncontrolling Interest

A reconciliation of noncontrolling interest for the three months ended March 31, 2013 and 2012, is as follows:

	2013		2012
Balance, beginning of year	$	2,330	$	3,665
Net income (loss) attributable to noncontrolling interest		173		(495	)
Balance, March 31,	$	2,503	$	3,170

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Income Statement [Abstract]
Net sales	$ 272,940	$ 262,089
Operating expenses:
Cost of goods sold, exclusive of items shown separately below	219,058	211,057
Selling, general and administrative	27,693	21,492
Depreciation	21,958	17,006
Amortization	1,678	388
Restructuring and impairment		6,987
Operating income	2,553	5,159
Other expense:
Interest expense, net	11,199	7,352
Amortization of deferred financing costs	725	504
Other, net	748	224
Loss before income taxes	(10,119)	(2,921)
Income taxes	3,163	2,216
Net loss	(13,282)	(5,137)
Less:
Net income (loss) attributable to noncontrolling interest	173	(495)
Net loss attributable to common stockholders	(13,455)	(4,642)
Basic loss per share	$ (0.67)	$ (0.23)
Diluted loss per share	$ (0.67)	$ (0.23)
Basic weighted average shares outstanding	19,994,820	19,984,414
Diluted weighted average shares outstanding	19,994,820	19,984,414
Comprehensive (loss) income:
Net loss	(13,282)	(5,137)
Change in derivatives, net of tax	371	991
Comprehensive loss	(12,911)	(4,146)
Comprehensive income (loss) attributable to noncontrolling interests	173	(495)
Comprehensive loss attributable to common stockholders	$ (13,084)	$ (3,651)

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Derivative Financial Instruments and Cash Flow Hedging Strategy

3 Months Ended

Mar. 31, 2013

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments and Cash Flow Hedging Strategy

7. Derivative Financial Instruments and Cash Flow Hedging Strategy

The Company uses foreign exchange forward contracts and cross-currency swaps that are designated and qualify as cash flow hedges 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 transacting business in currencies other than the U.S. dollar, primarily the Chinese Renminbi (“RMB”).

The Company enters into foreign exchange forward contracts and cross-currency swaps after considering expected future use of foreign currencies, desired foreign exchange rate sensitivities and the foreign exchange rate environment. Prior to entering into a hedge transaction, the Company documents the relationship between hedging instruments to be used and the hedged items, as well as the risk management objective for undertaking the hedge transactions. The Company generally does not hedge its exposure to the exchange rate variability of future cash flows beyond the end of its next fiscal year.

The Company recognizes all such derivative contracts as either assets or liabilities in the balance sheet and measures those instruments at fair value through adjustments to other comprehensive income, current earnings, or both, as appropriate. Accumulated other comprehensive income as of March 31, 2013 and December 31, 2012, included net deferred gains on derivatives of $1,711, (net of taxes of $0) and $1,340 (net of taxes of $0), respectively.

The Company records deferred gains and losses related to cash flow hedges based on the fair value of open derivative contracts on the reporting date, as determined using a market approach and Level 2 inputs (see Note 1). As of March 31, 2013 and December 31, 2012, all of the Company’s derivative contracts were in the form of Chinese RMB cross-currency swaps which were designated and qualified as cash flow hedging instruments. The following table summarizes the Company’s outstanding derivative contracts:

	March 31, 2013		December 31, 2012
Notional amount in thousands of Chinese RMB		900,000		1,200,000
Weighted average remaining maturity in months		4.6		6.1
Weighted average exchange rate to one U.S. Dollar		6.36		6.36

Realized gains or losses from the settlement of foreign exchange forward contracts and cross-currency swap contracts are recognized in earnings in the same period the hedged foreign currency cash flow affects earnings. For the three months ended March 31, 2013 and 2012, gains of $659 and $850, respectively, were recorded in cost of goods sold related to foreign currency cash flow hedges.

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Restructuring and Impairment

3 Months Ended

Mar. 31, 2013

Restructuring And Related Activities [Abstract]

Restructuring and Impairment

6. Restructuring and Impairment

As of March 31, 2013, the reserve for restructuring charges includes $1,249, $561 and $122 related to a staffing reduction plan in the Company’s Printed Circuit Boards segment which was announced in 2012, the closure of its Huizhou, China PCB facility which ceased operations during 2012 and the integration of the DDi business acquired in May 2012, respectively. The reserve for restructuring activities at March 31, 2013, also includes $1,300 incurred as part of plant shutdowns and downsizings which occurred in 2001 through 2005 as a result of the economic downturn that began in 2000.

The following tables summarize changes in the reserve for restructuring charges for the three months ended March 31, 2013 and 2012:

	Three Months Ended March 31, 2013
	Reserve at 12/31/12		Net Charges		Cash Payments			Adjustments			Reserve at 3/31/13
Restructuring Activities:
Personnel and severance	$	3,758	$	—	$	(1,564	)	$	—		$	2,194
Lease and other contractual commitments		1,610		—		(584	)		12	(a)		1,038
Total restructuring charges	$	5,368	$	—	$	(2,148	)	$	12		$	3,232
	Three Months Ended March 31, 2012
	Reserve at 12/31/11		Net Charges		Cash Payments			Adjustments			Reserve at 3/31/12
Restructuring Activities:
Personnel and severance	$	190	$	6,975	$	(2	)	$	—		$	7,163
Lease and other contractual commitments		952		12		(103	)		14	(a)		875
Total restructuring charges	$	1,142	$	6,987	$	(105	)	$	14		$	8,038

(a) Represents accretion of interest on discounted restructuring liabilities.

During the three months ended March 31, 2013, the Company incurred no restructuring charges. During the three months ended March 31, 2012, the Company recognized $6,430 of restructuring charges in its Printed Circuit Boards segment related to the announced closure of the Huizhou facility and $557 of restructuring charges in its Assembly segment related to the announced closure of the Qingdao facility. The Huizhou facility ceased operations during the third quarter of 2012, and was returned to the landlord in January 2013. The Qingdao facility ceased operations and was returned to the landlord during the third quarter of 2012.

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Restructuring and Impairment (Tables)

3 Months Ended

Mar. 31, 2013

Restructuring And Related Activities [Abstract]

Changes in Reserve for Restructuring Charges

The following tables summarize changes in the reserve for restructuring charges for the three months ended March 31, 2013 and 2012:

	Three Months Ended March 31, 2013
	Reserve at 12/31/12		Net Charges		Cash Payments			Adjustments			Reserve at 3/31/13
Restructuring Activities:
Personnel and severance	$	3,758	$	—	$	(1,564	)	$	—		$	2,194
Lease and other contractual commitments		1,610		—		(584	)		12	(a)		1,038
Total restructuring charges	$	5,368	$	—	$	(2,148	)	$	12		$	3,232
	Three Months Ended March 31, 2012
	Reserve at 12/31/11		Net Charges		Cash Payments			Adjustments			Reserve at 3/31/12
Restructuring Activities:
Personnel and severance	$	190	$	6,975	$	(2	)	$	—		$	7,163
Lease and other contractual commitments		952		12		(103	)		14	(a)		875
Total restructuring charges	$	1,142	$	6,987	$	(105	)	$	14		$	8,038

(a) Represents accretion of interest on discounted restructuring liabilities.

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The DDi Acquisition (Tables)

3 Months Ended

Mar. 31, 2013

Business Combinations [Abstract]

Unaudited Pro Forma Results of Operations

The following table summarizes the unaudited pro forma results of operations:

	Three Months Ended March 31,
	2012
Net sales	$	331,002
Net loss	$	(3,973	)

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Business Segment Information

3 Months Ended

Mar. 31, 2013

Segment Reporting [Abstract]

Business Segment Information

10. Business Segment Information

The Company operates in two segments: i) Printed Circuit Boards and ii) Assembly. The Printed Circuit Boards segment consists of printed circuit board manufacturing facilities located in the United States, Canada and 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 enclosure fabrication, and full system assembly and testing. The assembly operations are conducted in manufacturing facilities in China and Mexico. Assets and liabilities of the Company’s corporate headquarters, along with those of its closed printed circuit board and assembly operations, have not been allocated and remain in “Other” for purpose of segment disclosures. Operating expenses of the Company’s corporate headquarters are allocated to each segment based on a number of factors, including relative sales contributions. Expenses related to acquisitions and equity registrations are reported in “Other” for purpose of segment disclosures.

Total assets by segment are as follows:

	March 31, 2013		December 31, 2012
Printed Circuit Boards	$	957,362	$	955,618
Assembly		83,050		87,280
Other		64,399		63,283
Total assets	$	1,104,811	$	1,106,181

Net sales and operating income (loss) by segment, together with a reconciliation to loss before income taxes, are as follows:

	Three Months Ended March 31,
	2013			2012
Net sales to external customers:
Printed Circuit Boards	$	240,981		$	213,071
Assembly		31,959			49,018
Total	$	272,940		$	262,089
Intersegment sales:
Printed Circuit Boards	$	2,833		$	1,877
Assembly		—			—
Total	$	2,833		$	1,877
Operating income (loss):
Printed Circuit Boards	$	3,727		$	7,015
Assembly		(1,050	)		(844	)
Other		(124	)		(1,012	)
Total		2,553			5,159
Interest expense, net		11,199			7,352
Amortization of deferred financing costs		725			504
Other, net		748			224
Loss before income taxes	$	(10,119	)	$	(2,921	)

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Stock-based Compensation

3 Months Ended

Mar. 31, 2013

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-based Compensation

8. Stock-based Compensation

Stock compensation expense recognized in the condensed consolidated statements of operations and comprehensive (loss) income was as follows:

	Three Months Ended March  31,
	2013		2012
Cost of goods sold	$	228	$	160
Selling, general and administrative		2,979		2,361
	$	3,207	$	2,521

Stock Options

The following table summarizes the stock option activity for the three months ended March 31, 2013 and 2012:

	2013					2012
	Shares			Weighted Average Exercise Price		Shares			Weighted Average Exercise Price
Outstanding at beginning of year		2,029,010		$	31.84		1,676,812		$	35.99
Granted		11,500			14.25		294,962			18.42
Exercised		—			—		—			—
Forfeited		(122,103	)		137.04		(26,717	)		86.27
Outstanding at March 31,		1,918,407		$	25.04		1,945,057		$	32.64
Options exercisable at March 31,		1,494,936		$	26.97		1,022,641		$	43.87

The weighted average fair value of stock options granted during the three months ended March 31, 2013 and 2012, was $6.31 and $9.12, respectively, estimated on the date of the grants using the Black-Scholes option pricing model with the following assumptions:

	2013	2012
Expected life of options	4.3 years	4.3 years
Risk free interest rate	0.85% to 0.88%	0.82% to 0.85%
Expected volatility of stock	54.81% to 54.94%	62.61% to 62.75%
Expected dividend yield	None	None

For stock options granted during the three months ended March 31, 2013, the Company estimated the expected volatility of the underlying shares using its historical stock performance. In prior periods, as there was insufficient historical data about the Company’s common stock performance, the Company estimated the expected volatility of the underlying shares based on the blended historical stock volatility of peer companies. The Company estimated the expected life of new option grants using the simplified method.

The following table summarizes information regarding outstanding stock options as of March 31, 2013:

	Outstanding						Exercisable
Exercise Price	Number of Options		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Number of Options		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price
$ 14.19 to $18.94		437,295		5.89 years	$	17.29		150,468		5.55 years	$	17.65
$ 20.38 to $21.04		504,363		4.78 years		20.41		377,886		4.74 years		20.40
$ 21.88 to $24.00		908,628		3.98 years		21.89		898,461		3.95 years		21.89
$ 150.99		68,121		2.70 years		150.99		68,121		2.70 years		150.99
		1,918,407		4.58 years	$	25.04		1,494,936		4.26 years	$	26.97

Restricted Stock Awards

The following table summarizes restricted stock activity for the three months ended March 31, 2013 and 2012:

	2013					2012
	Shares			Weighted Average Grant Date Per Share Fair Value		Shares		Weighted Average Grant Date Per Share Fair Value
Nonvested at beginning of year		629,435		$	18.40		405,595	$	18.05
Granted		84,609			14.68		171,343		18.42
Vested		—			—		—		—
Forfeited		(2,500	)		18.42		—		—
Nonvested at March 31,		711,544		$	17.96		576,938	$	18.16

Performance Share Units

For performance share units with market conditions, such as those that include performance conditions related to attaining a specific stock price, the grant date fair value of awards is expensed ratably over the requisite service period. For performance share units without market conditions, the grant date fair value of awards is expensed ratably over the requisite service period based on the probability of achieving the performance objectives, with changes in expectations recognized as an adjustment to earnings in the period of the change. Performance share units vest only if performance objectives are achieved, and vested shares may range from zero to 200% of the original grant, depending upon the terms of the respective awards and the actual results compared with the performance objectives.

During the three months ended March 31, 2013, the Company granted performance share units with market conditions. The weighted average per share fair value of these grants was $16.57, estimated using the Monte Carlo simulation model.

The following table summarizes performance share unit activity for the three months ended March 31, 2013 and 2012:

	2013				2012
	Shares		Weighted Average Grant Date Per Share Fair Value		Shares		Weighted Average Grant Date Per Share Fair Value
Nonvested, beginning of year		139,343	$	18.42		—	$	—
Granted		427,736		16.57		139,343		18.42
Vested		—		—		—		—
Forfeited		—		—		—		—
Nonvested, at March 31,		567,079	$	17.03		139,343	$	18.42

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Income Taxes

3 Months Ended

Mar. 31, 2013

Income Tax Disclosure [Abstract]

Income Taxes

9. Income Taxes

The Company’s income tax provision relates to i) taxes provided on its pre-tax earnings based on the effective tax rates in the jurisdictions where the income is earned and ii) other tax matters, including changes in tax-related contingencies and changes in the valuation allowance established for deferred tax assets. Taxes provided on pre-tax income relate primarily to the Company’s profitable operations in China. Because of substantial net operating loss carryforwards related to the U.S. and other tax jurisdictions, the Company has not recognized income tax benefits in those jurisdictions for certain expenses, including the Company’s substantial interest expense.

For the three months ended March 31, 2013, the Company’s tax provision includes net expense of $2,524 related to pre-tax earnings, and a net expense of $639 related to other tax matters, including reversals of $29 of uncertain tax positions due to the lapse of the applicable statute of limitations. For the three months ended March 31, 2012, the Company’s tax provision included net expense of $2,746 related to its pre-tax earnings and a net benefit of $530 related to other tax matters, which included reversals of $1,233 of uncertain tax positions due to the lapse of the applicable statute of limitations.

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Accumulated Other Comprehensive Income

3 Months Ended

Mar. 31, 2013

Text Block [Abstract]

Accumulated Other Comprehensive Income

11. Accumulated Other Comprehensive Income

Changes in accumulated other comprehensive income, by component, for the three months ended March 31, 2013 and 2012, were as follows:

	2013								2012
	Cash Flow Hedges (see Note  7)			Foreign Currency Translation		Total			Cash Flow Hedges (see Note  7)			Foreign Currency Translation		Total
Accumulated other comprehensive income at beginning of year	$	1,340		$	7,528	$	8,868		$	527		$	7,528	$	8,055
Other comprehensive income, net of tax and before reclassifications		1,030			—		1,030			1,841			—		1,841
Amounts reclassified from accumulated other comprehensive income, net of tax		(659	)		—		(659	)		(850	)		—		(850	)
Other comprehensive income, net of tax,		371			—		371			991			—		991
Accumulated other comprehensive income at March 31,	$	1,711		$	7,528	$	9,239		$	1,518		$	7,528	$	9,046

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Inventories - Inventories (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Inventory Disclosure [Abstract]
Raw materials	$ 44,962	$ 42,149
Work in process	30,983	34,136
Finished goods	33,100	34,744
Total	$ 109,045	$ 111,029

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Business Segment Information - Net Sales and Operating Income (Loss) by Segment, together with Reconciliation to Loss Before Income Taxes (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Net sales to external customers:
Net sales	$ 272,940	$ 262,089
Intersegment sales:
Segment reporting information, Intersegment revenue	2,833	1,877
Operating income (loss):
Operating income (loss)	2,553	5,159
Interest expense, net	11,199	7,352
Amortization of deferred financing costs	725	504
Other, net	748	224
Loss before income taxes	(10,119)	(2,921)
Printed Circuit Boards [Member]
Net sales to external customers:
Net sales	240,981	213,071
Intersegment sales:
Segment reporting information, Intersegment revenue	2,833	1,877
Operating income (loss):
Operating income (loss)	3,727	7,015
Assembly [Member]
Net sales to external customers:
Net sales	31,959	49,018
Intersegment sales:
Segment reporting information, Intersegment revenue
Operating income (loss):
Operating income (loss)	(1,050)	(844)
Others [Member]
Operating income (loss):
Operating income (loss)	$ (124)	$ (1,012)

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Property, Plant and Equipment (Tables)

3 Months Ended

Mar. 31, 2013

Property Plant And Equipment [Abstract]

Composition of Property, Plant and Equipment

The composition of property, plant and equipment is as follows:

	March 31, 2013			December 31, 2012
Land and buildings	$	128,161		$	126,142
Machinery, equipment and systems		721,329			718,321
Leasehold improvements		93,544			84,197
Construction in progress		20,734			24,848
		963,768			953,508
Less: Accumulated depreciation		(537,919	)		(525,540	)
Total	$	425,849		$	427,968

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Business Segment Information (Tables)

3 Months Ended

Mar. 31, 2013

Segment Reporting [Abstract]

Total Assets by Segment

Total assets by segment are as follows:

	March 31, 2013		December 31, 2012
Printed Circuit Boards	$	957,362	$	955,618
Assembly		83,050		87,280
Other		64,399		63,283
Total assets	$	1,104,811	$	1,106,181

Net Sales and Operating Income (Loss) by Segment, together with Reconciliation to Loss Before Income Taxes

Net sales and operating income (loss) by segment, together with a reconciliation to loss before income taxes, are as follows:

	Three Months Ended March 31,
	2013			2012
Net sales to external customers:
Printed Circuit Boards	$	240,981		$	213,071
Assembly		31,959			49,018
Total	$	272,940		$	262,089
Intersegment sales:
Printed Circuit Boards	$	2,833		$	1,877
Assembly		—			—
Total	$	2,833		$	1,877
Operating income (loss):
Printed Circuit Boards	$	3,727		$	7,015
Assembly		(1,050	)		(844	)
Other		(124	)		(1,012	)
Total		2,553			5,159
Interest expense, net		11,199			7,352
Amortization of deferred financing costs		725			504
Other, net		748			224
Loss before income taxes	$	(10,119	)	$	(2,921	)

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Income Taxes - Additional information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Income Tax Disclosure [Abstract]
Income tax provision included net expense	$ 2,524	$ 2,746
Net expense (benefit)	639	(530)
Reversal of uncertain tax positions	$ 29	$ 1,233

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Derivative Financial Instruments and Cash Flow Hedging Strategy - Outstanding Derivative Contracts (Detail) (CNY)	3 Months Ended	12 Months Ended
	Mar. 31, 2013 M	Dec. 31, 2012 M
Derivative Instruments And Hedging Activities Disclosure [Abstract]
Notional amount in thousands of Chinese RMB	900,000	1,200,000
Weighted average remaining maturity in months	4.6	6.1
Weighted average exchange rate to one U.S. Dollar	6.36	6.36

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Cash flows from operating activities:
Net loss	$ (13,282)	$ (5,137)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	23,636	17,394
Non-cash stock compensation expense	3,207	2,521
Amortization of deferred financing costs	725	504
Deferred income taxes	(75)	(1,322)
Amortization of original issue discount on 2015 Notes		399
Loss on disposition of assets, net	51	311
Non-cash impact of exchange rate changes	(118)	34
Change in assets and liabilities:
Accounts receivable	3,893	11,327
Inventories	1,984	3,495
Prepaid expenses and other	3,239	(5,910)
Accounts payable	3,558	(9,234)
Accrued and other liabilities	2,312	(4,120)
Net cash provided by operating activities	29,130	10,262
Cash flows from investing activities:
Capital expenditures	(20,250)	(22,366)
Deposit for acquisition of remaining interest in Huizhou, China facility		(1,111)
Proceeds from disposals of property, plant and equipment	215	51
Net cash used in investing activities	(20,035)	(23,426)
Cash flows from financing activities:
Proceeds from borrowings under credit facilities	10,000	10,000
Repayments of borrowings under mortgages and credit facilities	(10,302)	(10,000)
Financing and other fees		(271)
Net cash used in financing activities	(302)	(271)
Net change in cash and cash equivalents	8,793	(13,435)
Cash and cash equivalents, beginning of the period	74,816	71,281
Cash and cash equivalents, end of the period	83,609	57,846
Supplemental cash flow information:
Interest paid	446	13,436
Income taxes paid, net	$ 1,891	$ 5,584

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Credit Facilities and Long-term Debt

3 Months Ended

Mar. 31, 2013

Debt Disclosure [Abstract]

Credit Facilities and Long-term Debt

5. Credit Facilities and Long-term Debt

The composition of long-term debt is as follows:

	March 31, 2013			December 31, 2012
Senior Secured Notes due 2019	$	550,000		$	550,000
Senior Secured 2010 Credit Facility		—			—
North America Mortgage Loans		13,715			14,125
Zhongshan 2010 Credit Facility		10,000			10,000
Senior Subordinated Convertible Notes due 2013		895			895
Capital leases		678			676
		575,288			575,696
Less: Current maturities		(12,250	)		(12,250	)
	$	563,038		$	563,446

As of March 31, 2013, $10,000 was outstanding under the Company’s various credit facilities, the Company had issued letters of credit totaling $651, and approximately $104,194 of the credit facilities were unused and available.

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Accumulated Other Comprehensive Income (Tables)

3 Months Ended

Mar. 31, 2013

Text Block [Abstract]

Summary of Changes in Accumulated Other Comprehensive Income, by Component

Changes in accumulated other comprehensive income, by component, for the three months ended March 31, 2013 and 2012, were as follows:

	2013								2012
	Cash Flow Hedges (see Note  7)			Foreign Currency Translation		Total			Cash Flow Hedges (see Note  7)			Foreign Currency Translation		Total
Accumulated other comprehensive income at beginning of year	$	1,340		$	7,528	$	8,868		$	527		$	7,528	$	8,055
Other comprehensive income, net of tax and before reclassifications		1,030			—		1,030			1,841			—		1,841
Amounts reclassified from accumulated other comprehensive income, net of tax		(659	)		—		(659	)		(850	)		—		(850	)
Other comprehensive income, net of tax,		371			—		371			991			—		991
Accumulated other comprehensive income at March 31,	$	1,711		$	7,528	$	9,239		$	1,518		$	7,528	$	9,046

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Restructuring and Impairment - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified					3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2012	Dec. 31, 2011	Mar. 31, 2012 Printed Circuit Boards [Member]	Mar. 31, 2012 Assembly [Member]	Mar. 31, 2013 General cost savings [Member]	Mar. 31, 2013 Huizhou facility [Member]	Mar. 31, 2013 DDi acquisition [Member]	Mar. 31, 2013 Plant shutdowns and downsizings [Member]
Restructuring Cost and Reserve [Line Items]
Reserve for restructuring charges	$ 3,232	$ 5,368	$ 8,038	$ 1,142			$ 1,249	$ 561	$ 122	$ 1,300
Restructuring and impairment charges					$ 6,430	$ 557

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Inventories (Tables)

3 Months Ended

Mar. 31, 2013

Inventory Disclosure [Abstract]

Inventories

The composition of inventories is as follows:

	March 31, 2013		December 31, 2012
Raw materials	$	44,962	$	42,149
Work in process		30,983		34,136
Finished goods		33,100		34,744
Total	$	109,045	$	111,029