8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) November 8, 2016

___________________________________

Multi Packaging Solutions International Limited

(Exact name of registrant as specified in its charter)

___________________________________

Bermuda	001-37598	98-1249740
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

Clarendon House, 2 Church Street, Hamilton HM11, Bermuda

(Address of Principal Executive Offices)

(441) 295-5950

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

◻ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

◻ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

◻ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

◻ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02Results of Operations and Financial Condition

On November 8, 2016, Multi Packaging Solutions International Limited (“MPS”) issued a press release and posted an earnings call presentation to its website reporting its financial results for the first quarter ended September 30, 2016. Copies of the press release and the earnings call presentation are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K. The information furnished with this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

In the press release, the earnings call presentation and the conference call to discuss its financial results for the first quarter ended September 30, 2016, scheduled to be webcast at 4:30 P.M. on November 8, 2016, MPS presents, and will present, certain non-GAAP financial measures. MPS management believes that presenting these non-GAAP financial measures provides meaningful information to investors in understanding operating results and may enhance investors’ ability to analyze financial and business trends. In addition, MPS management believes that these non-GAAP financial measures allow investors to compare period to period results more easily by excluding items that could have a disproportionately negative or positive impact on results in any particular period. Non-GAAP measures are not a substitute for GAAP measures and should be considered together with the GAAP financial measures. Our non-GAAP financial measures may not be comparable to other similarly titled measures of other companies.

Item 9.01Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated November 8, 2016.
99.2	First Quarter Ended September 30, 2016 Earnings Call Presentation.

SIGNATURES

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

	MULTI PACKAGING SOLUTIONS INTERNATIONAL LIMITED
Date: November 8, 2016	By:	/s/ William H. Hogan
		William H. Hogan
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated November 8, 2016.
99.2	First Quarter Ended September 30, 2016 Earnings Call Presentation.

EX-99.1

Exhibit 99.1

Multi Packaging Solutions Announces First Quarter Results

Completes debt refinancing and two acquisitions

New York, NY, November 8, 2016 – Multi Packaging Solutions International Limited (NYSE: MPSX), (“MPS” or the “Company”), a global leader in value-added print and packaging solutions for the branded consumer, healthcare, and multi-media markets, today announced results for its first quarter ended September 30, 2016.

1Q FY 2017 vs. 1Q FY 2016:

· GAAP sales of $407.8 million vs. $459.1 million

§ Negative foreign exchange impact of $17.4 million

· GAAP operating income of $27.7 million vs. $40.7 million

· GAAP net income attributable to MPS of $13.3 million vs. $13.0 million

· GAAP net income attributable to MPS of $0.17 per share vs. $0.21 per share

§ The impact of the additional shares outstanding associated with the IPO results in a comparative EPS of $0.17 in both periods.

· Non GAAP net income attributable to MPS of $13.1 million vs. $18.1 million

· Non GAAP net income attributable to MPS per share of $0.17 per share vs. $0.29 per share

§ The impact of the additional shares outstanding associated with the IPO results in a comparative Non GAAP EPS of $0.17 and $0.23 in 1Q FY 2017 and 1Q FY 2016, respectively.

· Adjusted EBITDA of $60.1 million vs. $77.2 million

§ Negative foreign exchange impact of $2.5 million

· Adjusted EBITDA margin of 14.7% vs 16.8%

Recent Activity

· Completed debt refinancing transaction in October 2016

§ Redeemed $200 million 8.5% Senior Notes

§ Raised $220 million new incremental Term Loan D

§ Repriced outstanding Euro Tranche B Term Loans and Sterling Tranche B Term Loans

§ Upsized Revolving Credit Facility

· Completed two acquisitions in second quarter with combined trailing 12 months revenue of $25 million, one in the European label market, and one in the North American transaction card market

· Previously announced relocation of business of the Stuttgart, Germany facility, and the closure of the Bradford, United Kingdom plant.  Announces closure of Louisville, Kentucky media plant

· UK Field Group Pension Plan cash deficit payments completed in August 2016

Marc Shore, Chief Executive Officer, commented, “As we expected, the first quarter was challenging due to the headwinds that were previously discussed:  continued negative impact of foreign exchange rates, the discontinuation of a specific toy program, the exit from the tobacco business and the continued decline in multimedia sales.  Furthermore, we continued to struggle at four facilities, and some of our core customers had weaker sales than budgeted.  As previously noted, we will cycle through all of these challenges by the end of our fiscal second quarter, except for foreign exchange and media declines.

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Notwithstanding these headwinds, there were significant accomplishments in the quarter.  We have a robust pipeline of new business which we will start benefiting from in early 2017.  This is driven in part by our ability to give customers consistently high quality products on a global basis.  MPS has also completed two strategic acquisitions in October and November that will enhance our offering for both labels in Europe and transaction cards in North America.  These acquisitions currently have combined annual revenue of $25 million. 

MPS has also taken several steps that are important to our future success:

· The completion of our debt refinancing which will result in lower annual cash interest costs of approximately $10 million.

· The final funding payment under the UK Pension Funding Arrangement was made, which will save approximately $9 million cash annually. 

· Progress in streamlining our operational footprint.  We have internally announced the closure of three facilities and by June 30th 2017, we expect to close a total of six facilities.  This will result in approximately $20 million in savings annually.

· Progress in our supply chain rationalization. 

In summary, the first half of fiscal 2017 will be challenging.  However, we are confident that the new sales pipeline, significant cost cutting measures, optimization of footprint, and strategic acquisitions will create momentum in the fiscal second half and drive our future growth and success.”

Discussion of Fiscal 2017 First Quarter Results

The Company completed its initial public offering in October 2015, and the comparability of the amounts below related to the balance sheet, debt and related interest expenses, and earnings per share amounts are significantly impacted on a year over year basis due to the offering.

GAAP net sales for 1Q FY 2017 were $407.8 million vs. net sales for 1Q FY 2016 of $459.1 million, which includes negative foreign exchange effects in 1Q FY 2017 of $17.4 million when compared to the prior period. On a segment basis, North American sales were down $26.2 million from the prior year principally due to the decline in the multi-media market and some weakness in health care. European sales were down $25.7 million principally due to foreign exchange, and weakness in the European drinks market. Asia sales were relatively flat year over year. 

In the multi-media market, sales in the quarter were down $20.6 million, of which $5.5 million was related to the toy project. In the consumer market, sales to customers in the tobacco industry and the drinks market for the United Kingdom were down $5.3 million and $3.9 million, respectively.  Health care market sales in North America were  down $5.2 million.

Gross margin in 1Q FY 2017 was 20.7% compared to 21.6% in the prior year. The decline is principally due to the operational issues at specific facilities identified in the fourth quarter of FY 2016 that continued into the first quarter of FY 2017. These issues relate to the transfer of work from Scotland to China for the drinks business, lower absorption from manufacturing operations in the transaction card business due to weakness in EMV card sales, and costs associated with the German operations as they implement new ERP systems.

GAAP operating income for 1Q FY 2017 was $27.7 million vs. $40.7 million for 1Q FY 2016. Included in the current quarter is approximately $2.9 million of restructuring charges which primarily relate to the

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previously announced relocation of the Company’s operations in Stuttgart, Germany as well as the announced closure of its Bradford, United Kingdom site which serves certain tobacco customers. The Company will also close one of its media facilities located in Louisville, Kentucky.

Cash balances as of September 30, 2016 were $50.6 million. There were no amounts outstanding under the Company’s revolving credit facility as of that date. Total debt, net of cash, was $853.7 million including deferred finance fees and debt discount of $15.1 million. At September 30, 2016, trailing twelve months acquisition adjusted pro forma EBITDA was $237.7 million, and the pro forma leverage ratio was 3.65.

Fiscal 2017 First Quarter Earnings Conference Call and Webcast

The Company will host a conference call on November 8, 2016 at 4:30pm ET, which can be accessed by dialing 877-705-6003 (domestic) or 201-493-6725 (international).  Supplemental materials for today’s call can also be found on the investor relations portion of the Company’s website

The  Company will also host a live webcast of its conference call which may be accessed on the Investor Relations section of the Company's website at multipkg.com. A replay will be available approximately three hours after the call, through November 15, 2016, accessible by dialing 844-512-2921 (domestic), or 412-317-6671 (international). The passcode for the replay is 13648641.

Non GAAP Financial Measures

The historical financial information included in this presentation includes financial information that is not presented in accordance with generally accepted accounting principles in the United States (“GAAP”), including Adjusted Net Income, pro forma adjusted net income per share, Adjusted Operating Income, Adjusted EBITDA, Free Cash Flow, Adjusted Free Cash Flow and acquisition adjusted pro forma EBITDA.  Management uses these non GAAP financial measures in the analysis of financial and operating performance because they assist in the evaluation of underlying trends in our business.  Our use of the terms Adjusted Net Income, pro forma adjusted net income per share, Adjusted Operating Income Adjusted EBITDA, Free Cash Flow, Adjusted Free Cash Flow and acquisition adjusted pro forma EBITDA may differ from that of others in our industry. These items should not be considered as alternatives to net income (loss), operating income (loss), or any other performance measures prepared in accordance with GAAP as measures of operating performance or operating cash flows or as measures of liquidity. Adjusted Net Income, pro forma adjusted net income per share, Adjusted Operating Income, Adjusted EBITDA, Free Cash Flow, Adjusted Free Cash Flow and acquisition adjusted pro forma EBITDA have important limitations as analytical tools and should be considered in conjunction with, and not as substitutes for, our results as reported under GAAP. This presentation includes a reconciliation of certain non GAAP financial measures with the most directly comparable financial measures calculated in accordance with GAAP.

About Multi Packaging Solutions

Multi Packaging Solutions is a leading global provider of value-added packaging solutions to a diverse customer base across the healthcare, consumer and multi-media markets.  MPS provides its customers with an extensive array of print-based specialty packaging solutions, including premium folding cartons, inserts, labels and rigid packaging across a variety of substrates and finishes. MPS has manufacturing locations across North America, Europe and Asia.

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Cautionary Statement Concerning Forward-Looking Statements

This release contains certain forward-looking statements regarding MPS and its subsidiaries. All of these statements are based on management’s expectations as well as estimates and assumptions prepared by management that, although they believe to be reasonable, are inherently uncertain. These statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of MPS’ control that may cause its business, industry, strategy, financing activities or actual results to differ materially. MPS undertakes no obligation to update or revise any of the forward looking statements contained herein, whether as a result of new information, future events or otherwise.

Contact:

Multi Packaging Solutions

Richard Zubek, Investor Relations

646-885-0005

ir@multipkg.com 

Source: Multi Packaging Solutions International Limited

MPSX-IR

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Multi Packaging Solutions International Limited And Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except share amounts)

	September 30,		June 30,
	2016		2016
	(unaudited)
Current assets
Cash and cash equivalents	$	50,573	$	44,769
Accounts receivable, net		262,303		237,179
Inventories		162,097		165,617
Prepaid expenses and other current assets		27,136		30,742
Total current assets		502,109		478,307
Property, plant and equipment
Land		51,237		52,093
Buildings and improvements		68,447		65,827
Machinery and equipment		399,347		393,206
Furniture and fixtures		16,223		15,580
Construction in progress		13,876		12,689
Total		549,130		539,395
Less: Accumulated depreciation		(176,510)		(155,700)
Total property, plant and equipment, net		372,620		383,695
Other assets
Intangible assets, net		323,297		340,858
Goodwill		462,488		464,714
Deferred income taxes		7,107		7,210
Other assets		35,446		32,806
Total assets	$	1,703,067	$	1,707,590

Current liabilities
Accounts payable	$	175,398	$	171,935
Payroll and benefits		33,122		36,977
Other current liabilities		37,093		40,892
Current portion of long-term debt		6,916		7,307
Income taxes payable		6,043		4,489
Total current liabilities		258,572		261,600
Long-term debt, less current portion		897,380		900,516
Deferred income taxes		71,636		72,625
Other long-term liabilities		28,804		29,955
Total liabilities		1,256,392		1,264,696
Shareholders’ equity
Authorized share capital – $1.00 par value, 1,000,000,000 shares authorized
Preference shares – no shares issued		—		—
Common shares – 77,452,946 issued and outstanding		77,453		77,453
Additional paid-in capital		470,612		469,698
Accumulated deficit		(29,984)		(43,233)
Accumulated other comprehensive loss		(72,663)		(63,290)
Total Multi Packaging Solutions International Limited shareholders’ equity		445,418		440,628
Noncontrolling interest		1,257		2,266
Total shareholders’ equity		446,675		442,894
Total liabilities and shareholders’ equity	$	1,703,067	$	1,707,590

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Multi Packaging Solutions International Limited And Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended
	September 30,
	2016		2015
Net sales	$	407,825	$	459,051
Cost of goods sold		323,481		359,710
Gross profit		84,344		99,341
Selling, general and administrative expenses
Selling, general and administrative expenses		56,334		58,312
Transaction related expenses		284		350
Total selling, general and administrative expenses		56,618		58,662
Operating income		27,726		40,679
Other income (expense), net		2,937		(3,635)
Interest expense		(14,642)		(18,729)
Total other expense, net		(11,705)		(22,364)
Income before income taxes		16,021		18,315
Income tax expense		(3,152)		(5,231)
Consolidated net income		12,869		13,084
Net loss (income) attributable to noncontrolling interest		380		(77)
Net income attributable to shareholders of Multi Packaging Solutions International Limited	$	13,249	$	13,007
Net income attributable to shareholders of Multi Packaging Solutions International Limited per share:
Basic	$	0.17	$	0.21
Diluted	$	0.17	$	0.21
Weighted-average number of common shares outstanding:
Basic		77,453		61,939
Diluted		77,453		61,939
Other comprehensive income (loss)
Cumulative foreign currency translation adjustment	$	(8,868)	$	(9,692)
Adjustment on available-for-sale securities		(16)		(17)
Pension adjustments		(489)		792
Total other comprehensive loss		(9,373)		(8,917)
Comprehensive income		3,496		4,090
Comprehensive loss (income) attributable to non-controlling interests		380		(12)
Comprehensive income attributable to shareholders of Multi Packaging Solutions International Limited	$	3,876	$	4,078

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Multi Packaging Solutions International Limited And Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Three Months Ended  September 30,
	2016		2015
Operating Activities
Net income	$	12,869	$	13,084
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
Depreciation expense		16,729		19,247
Amortization expense		12,712		14,064
Amortization of deferred financing fees		946		1,221
Deferred income taxes		(158)		(697)
Stock compensation		285		(414)
Unrealized foreign currency (gain) loss		(2,184)		1,183
Other		(341)		1,255
Change in assets and liabilities:
Accounts receivable		(26,406)		(29,546)
Inventories		2,409		933
Prepaid expenses and other current assets		3,660		(859)
Other assets		(3,595)		(4,496)
Accounts payable		4,985		15,724
Payroll and benefits		(3,836)		(348)
Other current liabilities		(3,823)		(101)
Income taxes payable		1,527		3,957
Other long-term liabilities		(715)		(1,188)
Net cash and cash equivalents provided by operating activities		15,064		33,019
Investing Activities
Additions to property, plant and equipment		(6,645)		(12,321)
Additions to intangible assets		(34)		(28)
Proceeds from sale of assets		45		325
Acquisitions of businesses, net of cash acquired		—		(2,749)
Net cash and cash equivalents used in investing activities		(6,634)		(14,773)
Financing Activities
Proceeds from short-term borrowings		—		26,483
Payments on short-term borrowings		—		(24,965)
Payments on long-term debt		(2,874)		(4,094)
Net cash and cash equivalents used in financing activities		(2,874)		(2,576)
Effect of exchange rate changes on cash and cash equivalents		248		3,934
Increase in cash and cash equivalents		5,804		19,604
Cash and cash equivalents—beginning		44,769		55,675
Cash and cash equivalents—ending	$	50,573	$	75,279

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Multi Packaging Solutions International Limited And Subsidiaries

Reconciliation of Non‐GAAP Results

Adjusted EBITDA, Adjusted Operating Income and Adjusted Net Income

Non-GAAP Adjusted EBITDA	Three Months Ended
	September 30,
(amounts in thousands)	2016		2015
Consolidated net income	$	12,869	$	13,084
Depreciation and amortization		29,441		33,311
Interest expense		14,642		18,729
Income tax expense		3,152		5,231
EBITDA		60,104		70,355
Adjustments related to operating income
Transaction related expenses		284		350
Stock based and deferred compensation expenses		309		(272)
Purchase accounting adjustments		228		331
Restructuring related costs		2,868		2,826
Loss on sale of fixed assets		107		194
Other adjustments to operating income		(907)		(455)
Adjustments related to operating income (A)		2,889		2,974
Adjustments related to non-operating income
Foreign currency (gains) losses		(2,440)		2,867
Other adjustments to non-operating income		(497)		1,000
Adjustments related to non-operating income		(2,937)		3,867
Total adjustments (B)		(48)		6,841
Adjusted EBITDA	$	60,056	$	77,196
Pre-acquisition Adjusted EBITDA		—		297
Proforma Adjusted EBITDA	$	60,056	$	77,493

Non-GAAP Adjusted Operating Income	Three Months Ended
	September 30,
(amounts in thousands)	2016		2015
Operating income	$	27,726	$	40,679
Adjustments related to operating income (A)		2,889		2,974
Adjusted operating income	$	30,615	$	43,653

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Non-GAAP Adjusted Net Income	Three Months Ended
	September 30,
(amounts in thousands, except per share data)	2016		2015
Consolidated net income	$	12,869	$	13,084
Adjustments related to net income (B)		(48)		6,841
Tax impact of adjusting entries		(145)		(1,743)
Adjusted net income		12,676		18,182
Net loss (income) attributable to noncontrolling interest		380		(77)
Adjusted net income attributable to shareholders of Multi Packaging Solutions International Limited	$	13,056	$	18,105
Weighted average number of common shares outstanding – diluted		77,453		61,939
Adjusted net income per share	$	0.17	$	0.29
Pro Forma for IPO share issuance
Net income attributable to shareholders of Multi Packaging Solutions International Limited	$	13,249	$	13,007
Proforma weighted average number of common shares outstanding		77,453		77,453
Pro Forma net income per share	$	0.17	$	0.17
Adjusted net income attributable to shareholders of Multi Packaging Solutions International Limited	$	13,056	$	18,105
Proforma weighted average number of common shares outstanding		77,453		77,453
Pro Forma adjusted net income per share	$	0.17	$	0.23

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Multi Packaging Solutions International Limited And Subsidiaries

Net Sales by Segment and Market

	Three Months Ended
	September 30,
(amounts in thousands)	2016		2015
North America
Consumer	$	80,247	$	79,292
Healthcare		70,422		75,653
Multi-Media		38,631		60,587
	$	189,300	$	215,532
Europe
Consumer	$	108,995	$	137,154
Healthcare		77,434		76,892
Multi-Media		9,244		7,367
	$	195,673	$	221,413
Asia
Consumer	$	16,931	$	16,892
Healthcare		5,921		5,214
	$	22,852	$	22,106
Total	$	407,825	$	459,051

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Multi Packaging Solutions International Limited And Subsidiaries

Free Cash Flow and Adjusted Free Cash Flow Reconciliation

The Company defines Free Cash Flow as cash provided by operating activities (a GAAP measure) less capital expenditures, plus proceeds from sale of assets.  The Company views Free Cash Flow as an important measure because it is one factor in evaluating the amount of cash available for discretionary investments and repayment of outstanding borrowings. For the three and trailing twelve months ended September 30, 2016 and 2015, Free Cash Flow was calculated as follows:

	Three Months Ended September 30,				Trailing 12 Months Ended September 30,
(amounts in thousands)	2016		2015		2016		2015
Net cash and cash equivalents provided by operating activities	$	15,064	$	33,019	$	114,717	$	139,788
Additions to property, plant and equipment		(6,645)		(12,321)		(53,278)		(61,370)
Proceeds from sale of assets		45		325		3,946		6,572
Free Cash Flow	$	8,464	$	21,023	$	65,385	$	84,990

As supplemental information, the Company also provides Adjusted Free Cash Flow, which is defined as Adjusted EBITDA less capital expenditures, plus proceeds from sale of  assets, less cash interest paid, cash tax paid, core working capital changes (accounts reveivable, accounts payable, inventory) and payments made related to the funding of the UK Field pension plan. The Company views Adjusted Free Cash Flow as an important measure because it is one factor in evaluating the amount of cash generated by the core business operations.

	Three Months Ended September 30,				Trailing 12 Months Ended September 30,
(amounts in thousands)	2016		2015		2016		2015
Adjusted EBITDA	$	60,056	$	77,196	$	237,163	$	246,988
Less: Capital Expenditures		(6,645)		(12,321)		(53,278)		(61,370)
Plus:  Proceeds from sale of assets		45		325		3,946		6,572
Less: Cash Interest		(13,696)		(17,087)		(57,091)		(70,133)
Less: Cash Taxes		(2,028)		(2,891)		(11,705)		(7,557)
Less: Change in Core Working Capital (1)		(19,012)		(12,889)		(10,406)		29,645
Less: Pension Payments (2)		(1,312)		(2,322)		(7,813)		(9,288)
Adjusted Free Cash Flow	$	17,408	$	30,011	$	100,817	$	134,858

(1) Represents the impact of total cash flows associated with the change in accounts receivable, inventory and accounts payable, as per the Consolidated Statements of Cash Flows

(2) Represents cash payments made for the Field Group Pension Plan in the United Kingdom

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EX-99.2

Exhibit 99.2

Solutions that Protect and Promote the World’s Great Brands 1Q 2017 Earnings Webcast

Net Sales (US$ thousands)

Gross Profit (US$ thousands) 21.4% 22.3%

SGA, Operating and Net Income Attributable to MPS (US$ thousands)

Diluted Net Income Attributable to MPS $0.17 $0.21 $0.00 $0.05 $0.10 $0.15 $0.20 $0.25 1Q FY 2017 1Q FY 2016 EPS

1.6% of Sales 2.7% of Sales Cash Provided by Operating Activities and Capital Expenditures (US$ millions) $15.1 $33.0 $6.6 $12.3 $0 $5 $10 $15 $20 $25 $30 $35 1Q FY 2017 1Q FY 2016 Cash Provided by Operating Activities Capital Expenditures

15.3% 14.7% 16.8% EBITDA (US$ thousands) 14.7% $60.1 $70.4 $60.1 $77.2 $0 $10 $20 $30 $40 $50 $60 $70 $80 $90 1Q FY 2017 1Q FY 2016 EBITDA Adjusted EBITDA

Free Cash Flow (1) Represents the impact of total cash flows associated with the change in accounts receivable, inventory and accounts payable, as per the Consolidated Statements of Cash Flows (2) Represents cash payments made for the Field Group Pension Plan in the United Kingdom The Compa ny defines Free Cash Flow as cash provided by operating activities (a GAAP measure) less capital expenditures, plus proceeds from sale of assets. The Company views Free Cash Flow as an important measure because it is one factor in evaluating the amount of cash available for discretionary investments and repayment of outstanding borrowings. For the three and trailing twelve months ended September 30, 2016 and 2015, Free Cash Flow was calculated as follows: Three Months Ended September 30, Trailing 12 Months Ended September 30, (amounts in thousands) 2016 2015 2016 2015 Net cash and cash equivalents provided by operating activities $ 15,064 $ 33,019 $ 114,717 $ 139,788 Additions to property, plant and equipment (6,645) (12,321) (53,278) (61,370) Proceeds from sale of assets 45 325 3,946 6,572 Free Cash Flow $ 8,464 $ 21,023 $ 65,385 $ 84,990 As supplemental information, the Company also provides Adjusted Free Cash Flow, which is def ined as Adjusted EBITDA less capital expenditures , plus proceeds from sale o f assets , less cash interest paid, cash tax paid, core working capital changes (accounts reveivable, accounts payable, inventory) and payments made related to the funding of the UK Field pension plan. The Company views Adjusted Free Cash Flow as an important measure because it is one factor in evaluating the amount of cash generated by the core business operations. Three Months Ended September 30, Trailing 12 Months Ended September 30, (amounts in thousands) 2016 2015 2016 2015 Adjusted EBITDA $ 60,056 $ 77,196 $ 237,163 $ 246,988 Less: Capital Expenditures (6,645) (12,321) (53,278) (61,370) Plus: Proceeds from sale of assets 45 325 3,946 6,572 Less: Cash Interest (13,696) (17,087) (57,091) (70,133) Less: Cash Taxes (2,028) (2,891) (11,705) (7,557) Less: Change in Core Working Capital (1) (19,012) (12,889) (10,406) 29,645 Less: Pension Payments (2) (1,312) (2,322) (7,813) (9,288) Adjusted Free Cash Flow $ 17,408 $ 30,011 $ 100,817 $ 134,858

Solutions that Protect and Promote the World’s Great Brands 1Q 2017 Earnings Webcast Appendix Depreciation and Amortization Non GAAP Adjusted EBITDA to Net Income Reconciliation Non GAAP Adjusted Income Reconciliation Debt Summary Net Sales by Geography and End Market

Depreciation and Amortization (US$ millions) $16.7 $19.2 $12.7 $14.1 $10 $11 $12 $13 $14 $15 $16 $17 $18 $19 $20 1Q FY 2017 1Q FY 2016 Depreciation Amortization

Adjusted EBITDA Reconciliation Three Months Ended September 30, (amounts in thousands) 2016 2015 Consolidated net income $ 12,869 13,084 Depreciation and amortization 29,441 33,311 Interest expense 14,642 18,729 Income tax expense 3,152 5,231 EBITDA 60,104 70,355 Adjustments related to operating income Transaction related expenses 284 350 Stock based and deferred compensation expenses 309 (272) Purchase accounting adjustments 228 331 Restructuring related costs 2,868 2,826 Loss on sale of fixed assets 107 194 Other adjustments to operating income (907) (455) Adjustments related to operating income 2,889 2,974 Adjustments related to non-operating income Foreign currency (gains) losses (2,440) 2,867 Other adjustments, principally interest rate derivatives (497) 1,000 Adjustments related to non-operating income (2,937) 3,867 Total adjustments (48) 6,841 Adjusted EBITDA $ 60,056 77,196 Pre-acquisition Adjusted EBITDA — 297 Acquisition Adjusted Pro Forma EBITDA $ 60,056 77,493

Adjusted Operating and Adjusted Net Income Reconciliation * See related total reconciled on Adjusted EBITDA reconciliation

Debt Summary Actual Cash Obligation Cash Available Net Debt Discount Net Debt, net of Discount Revolver - $ - $ - $ - $ - $ Foreign Credit Lines - - - Long Term Debt - (15,132,005) (15,132,005) First lien US$ tranche 454,515,000 454,515,000 454,515,000 First lien GBP tranche 114,536,818 114,536,818 114,536,818 First lien Euro tranche 148,110,419 148,110,419 148,110,419 Foreign Notes payable 1,804,476 1,804,476 1,804,476 Capital Leases 461,057 461,057 461,057 Bond Payable 200,000,000 200,000,000 200,000,000 919,427,770 - 919,427,770 (15,132,005) 904,295,765 Cash - (50,573,160) (50,573,160) (50,573,160) Total 919,427,770 (50,573,160) 868,854,609 (15,132,005) 853,722,604

Net Sales by Geography and End Market For the Three Months Ended September 30, (amounts in thousands) 2016 2015 North America Consumer $ 80,247 $ 79,292 Healthcare 70,422 75,653 Multi-Media 38,631 60,587 $ 189,300 $ 215,532 Europe Consumer $ 108,995 $ 137,154 Healthcare 77,434 76,892 Multi-Media 9,244 7,367 $ 195,673 $ 221,413 Asia Consumer $ 16,931 $ 16,892 Healthcare 5,921 5,214 $ 22,852 $ 22,106 Total $ 407,825 $ 459,051

Solutions that Protect and Promote the World’s Great Brands 1Q 2017 Earnings Webcast Thank you for your interest in Multi Packaging Solutions