the accompanying notes to the unaudited pro forma condensed combined financial statements;

the separate audited consolidated financial statements of TTM for the year ended December 29, 2014 included in TTM’s Annual Report on Form 10-K that can be found at www.sec.gov;

the separate audited consolidated financial statements of Viasystems the for year ended December 31, 2014 included in Exhibit 99.1 in this Current Report on Form 8-K/A;

the separate unaudited condensed consolidated financial statements of TTM as of March 30, 2015 and for the three months ended March 30, 2015 that can be found at www.sec.gov; and

the separate unaudited condensed consolidated financial statements of Viasystems as of March 31, 2015 and for the three months ended March 31, 2015 included in Exhibit 99.1 in this Current Report on Form 8-K/A.

(in thousands)

ASSETS

Current assets:

Cash and cash equivalents

Accounts receivable, net

Accounts receivable due from related parties

Inventories

Prepaid expenses and other current assets

Total current assets

Property, plant and equipment, net

Goodwill

Definite-lived intangibles, net

Deposits and other non-current assets

Total assets

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

Convertible senior notes, net

Short-term debt, including current portion of long-term debt

Account payable due to related parties

Equipment payable

Accrued expenses and other current liabilities

Total current liabilities

Convertible senior notes, net

Long-term debt

Other long-term liabilities

Total long-term liabilities

Stockholders’ equity:

Common stock

Additional paid-in-capital

Retained earnings (deficit)

Statutory surplus reserves

Accumulated other comprehensive income

Noncontrolling interest

Total stockholders’ equity

Total liabilities and stockholders’ equity

(in thousands, except per share amounts)

Net sales

Cost of goods sold

Gross profit

Operating expenses:

Selling, general and administrative

Depreciation

Amortization of definite-lived intangibles

Restructuring charges

Impairment of long-lived assets

Guangzhou fire business interruption insurance proceeds

Total operating expenses

Operating income

Other income (expense):

Interest expense

Loss on extinguishment of debt

Other, net

Total other expense, net

Income before income tax

Income tax provision

Net income (loss)

Net income attributable to noncontrolling interests

Net income (loss) attributable to stockholders

Net income (loss) per share:

Basic

Dilutive

Weighted average number of common shares outstanding:

Basic

Dilutive

(in thousands, except per share amounts)

Net sales

Cost of goods sold

Gross profit

Operating expenses:

Selling, general and administrative

Depreciation

Amortization of definite-lived intangibles

Gain on sale of assets

Total operating expenses

Operating income

Other income (expense):

Interest expense

Other, net

Total other expense, net

Income (loss) before income tax

Income tax benefit (provision)

Net income (loss)

Net income attributable to noncontrolling interests

Net income (loss) attributable to stockholders

Net income (loss) per share:

Basic

Dilutive

Weighted average number of common shares outstanding:

Basic

Dilutive

Value of TTM common stock issued

Cash consideration

Debt assumed

Enterprise value

Current assets

Property, plant, and equipment

Identifiable intangible assets, substantially all of which are customer relationships

Goodwill

Other assets

Current liabilities

Long-term debt

Noncontrolling interest

Other liabilities

Total

Reflects the transfer of cash and cash equivalents to finance the cash component of the merger consideration paid in connection with the Merger.

Reflects the receipt of borrowings from a $950,000 Term Loan and an $80,000 U.S. ABL Revolving Loan. TTM has available a $150,000 U.S. ABL Revolving Loan and a $150,000 Asia Revolving Loan, of which TTM drew $80,000 of the U.S. ABL Revolving Loan. TTM does not currently expect to draw on the Asia ABL Revolving Loan.

Reflects the use of the borrowing proceeds to (1) pay in full $643,981, which is the fair value of Viasystems’ outstanding borrowings and (2) refinance $225,700 of TTM outstanding borrowings. The repayment of existing debt was contractually required. The carrying value of the Viasystems outstanding borrowings as of March 30, 2015 was $612,756.

Reflects the use of cash and cash equivalents to pay estimated transaction costs, costs to refinance Viasystems’ outstanding debt, and debt issuance costs. Also reflects the impact of the original issue discount for the Term Loan on the debt proceeds received. Specifically:

Estimated transaction and other non-recurring costs in the amount of $25,887, of which $23,986 was recognized by TTM and $1,901 by Viasystems, consist primarily of investment bank fees, legal fees, and other professional fees. These transaction and other non-recurring costs are being expensed as incurred.

Estimated refinancing costs in the amount of $33,250 which represents the original issue discount for the Term Loan, which will be recorded as a component of outstanding debt and accreted through maturity of the Term Loan at an effective rate of 7.49%.

Estimated debt issuance costs of $34,033, of which $1,365 was capitalized as of March 30, 2015, for the Term Loans, U.S. ABL Revolving Loan, and Asia ABL Revolving Loan, including origination fees, which are expected to be capitalized and reflected as a component of non-current assets in the unaudited pro forma condensed combined balance sheet.

Estimated payment of accrued interest in the amount of $19,932, which represents interest through March 30, 2015, in conjunction with the refinancing of the outstanding $600,000 aggregate principal amount of Viasystems’ 7.875% Senior Secured Notes due 2019, other Viasystems debt, and TTM debt.

The reduction of retained earnings reflects the sum of estimated transaction and other non-recurring costs of $25,887, and the write-off of TTM debt issuance costs of $924, which are not reflected in the pro forma statement of operations.

The incremental debt issuance costs are comprised of the estimated debt issuance costs for the Term Loans and ABL Revolving Loan facilities, less historical debt issuance costs of $12,356 for Viasystems and $924 for TTM. The TTM portion of historical debt issuance costs will be expensed.

Reflects adjustment of the historical Viasystems inventories to estimated fair value. Because this adjustment is directly attributable to the Merger and would not have an ongoing impact, it is not reflected in the unaudited pro forma condensed combined statements of operations. However, this inventory adjustment will impact cost of goods sold within the first 12 months after the consummation of the Merger and will thereby reduce gross margin.

Reflects net addition of $42,773 to record property, plant and equipment at fair value of $452,332 which consist of land and land use rights of $62,059, building and improvements of $186,348, machinery and equipment of $185,758 and $18,167 of other.

Reflects the net addition of goodwill of $141,262 to record goodwill of $292,545 as a result of the Merger less the historical Viasystems goodwill of $151,283.

Reflects the estimated fair value of Viasystems identifiable intangible assets acquired (substantially all of which are customer relationships) of $146,500 as a result of the Merger, less the Viasystems historical net intangible assets of $88,797.

Reflects the employment contract obligations related to a change in control for Viasystems’ senior management, which is assumed to be paid within the first 12 months after the effective date of the Merger.

Represents Viasystems’ capital lease obligations in the amount of $726 included as a component of long-term debt and TTM’s capital lease obligations in the amount of $2 included as a component of short-term debt, which has been reclassified to a component of other accrued liabilities for presentation purposes only.

Reflects the fair value of TTM common stock issued as part of the merger consideration paid in connection with the Merger.

Reflects the elimination of historical Viasystems retained earnings and other equity accounts.

Reflects the reclassification of Viasystems’ depreciation expense from total operating expenses to cost of goods sold and selling, general and administrative expense in order to conform to TTM’s presentation. The allocation of depreciation expense was estimated based on asset types and manufacturing use over their estimated useful lives.

Reflects a decrease in depreciation of $28,936 and $6,778 for the year ended December 29, 2014 and for the three months ended March 30, 2015, respectively, primarily for the reduction in carrying value for machinery and equipment to its fair value. Depreciation is based on straight-line methodology over 4 to 35 years of useful life. Assuming an aggregate weighted average useful life of eight years and straight-line depreciation, for every additional $10,000 allocated to building improvements and machinery and equipment, pre-tax earnings would decrease by $1,304 and $326 for the year ended December 29, 2014 and for the three months ended March 30, 2015, respectively. The decrease in depreciation is allocated to cost of goods sold.

To adjust for non-recurring transaction and other costs incurred of $10,367 and $1,674, respectively, and expensed during the year ended December 29, 2014, and $9,618 and $1,905, respectively, for the three months ended March 30, 2015. Additional transaction costs of $25,887 will be incurred and expensed subsequent to March 30, 2015.

Reflects incremental amortization of $12,774 and $3,356 for the year ended December 29, 2014 and for the three months ended March 30, 2015, respectively, for identified intangible assets based on the estimated fair values to be assigned to these assets as of consummation of the Merger. Substantially all of the intangible assets are expected to consist of customer relationships and, as a result, preliminary amortization expense was estimated to be recognized over eight years on a straight-line basis for pro forma purposes.

Assuming an aggregate weighted average useful life of eight years, and the amortization methods discussed above, for every additional $1,000 allocated to identified intangible assets, pre-tax earnings would decrease by $125 and $31 for the year ended December 29, 2014 and for the three months ended March 30, 2015, respectively.

Reflects incremental interest expense as follows:

(in thousands)

Pro forma estimate of expense:

Contractual cash interest for Term Loan and U.S. ABL Revolving Loan

Amortization of debt issuance costs

Accretion of Term Loan original issue discount

Unused commitment fees on U.S. ABL Revolving Loan and Asia ABL Revolving Loan

Less historical expense:

Viasystems

TTM

Incremental expense

Contractual cash interest represents estimated interest for the Term Loan and the $80,000 U.S. ABL Revolving Loan at weighted average rates of 6.0% and 2.0%, respectively. Debt issuance costs in the amount of $34,033 are to be amortized at a weighted average useful life of 5.8 years. Unused commitment fees are estimated using 3/8^th percentage point on the unused portion of both the U.S. ABL Revolving Loan and the Asia ABL Revolving Loan. Additionally, the original issue discount of $33,250 is to be amortized using an effective interest rate of 7.49% to maturity of the Term Loan.

The effect of a 1/8th percentage point variance in the weighted average interest rate on pre-tax earnings would be $1,288 and $322 for the year ended December 29, 2014 and for the three months ended March 30, 2015, respectively.

Historical Viasystems debt and $225,700 of TTM debt consist of senior secured notes and bank loans at varying interest rates. For purposes of these pro forma condensed combined financial statements, maturities of total pro forma combined long-term debt are as follows: $9,500 for year 1, $38,000 for year 2, $47,500 for years 3 through 6, and the remaining outstanding balance due on May 31, 2021.

No income tax effect has been provided for the pro forma adjustments to income (loss) before income tax, as it is anticipated that the adjustment will primarily be in entities with a deferred tax valuation allowance. The effective tax rate of the combined company could be significantly different depending on post-acquisition activities.

Represents the addition of shares of TTM common stock that were issued in connection with the Merger.

Pro forma basic earnings per share is calculated by dividing the pro forma combined net income by the pro forma weighted average shares outstanding as the pro forma earnings are net income. Pro forma diluted earnings per share is calculated by dividing the pro forma combined net income by the pro forma diluted weighted average shares outstanding as the pro forma earnings are net income.

A reconciliation of the shares used to calculate TTM’s historical basic and diluted earnings per share to shares used to calculate the pro forma basic and diluted earnings per share follows:

Basic

Shares used to calculate TTM’s historical basic earnings per share

Shares issued in connection with the Merger

Shares used to calculate pro forma basic earnings per share

Diluted

Shares used to calculate TTM’s historical diluted earnings per share

Shares issued in connection with the Merger

Shares used to calculate pro forma diluted earnings per share