8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): May 3, 2016

KEMET Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-15491	57-0923789
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2835 KEMET Way, Simpsonville, SC	29681
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (864) 963-6300

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:

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

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

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

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

Item 2.02 Results of Operations and Financial Condition

On May 3, 2016, KEMET Corporation (the “Company”) issued a News Release announcing the preliminary consolidated results for the fourth fiscal quarter and fiscal year ended March 31, 2016.

A copy of this News Release is furnished as Exhibit 99.1 to this Form 8-K.

Item 7.01 Regulation FD Disclosure

On May 3, 2016, the Company will host a conference call to discuss financial results for its fourth fiscal quarter and fiscal year ended March 31, 2016.  The slide package prepared for use by executive management for this presentation is attached hereto as Exhibit 99.2.  All of the information in the presentation is presented as of May 3, 2016, and the Company does not assume any obligation to update such information in the future.

The information included in this Form 8-K, as well as the exhibits referenced herein, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(a.) Not Applicable

(b.) Not Applicable

(c.) Not Applicable

(d.) Exhibits

Exhibit No.	Description of Exhibit
99.1	News Release, dated May 3, 2016 issued by the Company.
99.2	Slide Package prepared for use in connection with the Company’s fourth fiscal quarter and fiscal year earnings conference call to be held on May 3, 2016.

Signature

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

Date: May 3, 2015	KEMET Corporation
	/s/ WILLIAM M. LOWE, JR.
	William M. Lowe, Jr.
	Executive Vice President and
	Chief Financial Officer

EX-99.1

Exhibit 99.1

NewsRelease

FOR IMMEDIATE RELEASE

Contact:	William M. Lowe, Jr.	Richard J. Vatinelle
	Executive Vice President and	Vice President and
	Chief Financial Officer	Treasurer
	williamlowe@kemet.com	richardvatinelle@kemet.com
	864-963-6484	954-766-2800

KEMET REPORTS PRELIMINARY FOURTH QUARTER AND FISCAL YEAR 2016 RESULTS

• Net sales for the quarter up 3.8% to $183.9 million compared to the prior quarter ended December 31, 2015.

• Gross margin for fiscal year 2016 of 22.2%compared to 19.4% for the prior fiscal year 2015.

• Cash Balance as of March 31, 2016 of $65.0 million up $21.8 million from December 31, 2015

• Board authorizes debt repurchase plan for Fiscal Year 2017

Greenville, South Carolina (May 3, 2016) - KEMET Corporation (the “Company”) (NYSE: KEM), a leading global supplier of electronic components, today reported preliminary results for the fourth quarter and fiscal year ended March 31, 2016.

“We ended the year on a solid note with a strong finish with our cash flow exceeding our earlier forecasts,” stated Per Loof, KEMET’s Chief Executive Officer. “Overall, in a challenging economic environment, our operational excellence continued to improve margins and meet or exceed customer expectations. Finishing the fiscal year in this position has allowed our Board of Directors to authorize a debt repurchase plan, initially up to $20 million over the course of our Fiscal Year 2017 that began April 1, 2016, to facilitate lower interest payments and position the Company to accomplish our strategic objectives,” continued Loof.

Net sales of $183.9 million for the quarter ended March 31, 2016increased3.8% from net sales of $177.2 million for the prior quarter ended December 31, 2015, and decreased5.0% compared to net sales of $193.7 million for the quarter ended March 31, 2015. For the fiscal year ended March 31, 2016 net sales were $734.8 million compared to $823.2 million for the fiscal year ended March 31, 2015.

U.S. GAAP net loss from continuing operations before the equity loss from NEC TOKIN for the quarter ended March 31, 2016 was $3.5 million or $0.08 per basic and diluted share, compared to a net loss from continuing operations before equity loss from NEC TOKIN of $17.8 million or $0.39 for the quarter ended March 31, 2015 which included a non-cash loss of $11.1 million or $0.24 per basic and diluted share corresponding to the change in value of the NEC TOKIN option. The total U.S. GAAP net loss, including the equity loss from NEC TOKIN, for the quarter ended March 31, 2016 was $15.2 million, or $0.33 loss per basic and diluted share, compared to a net loss for the quarter ended March 31, 2015 of $19.8 million or $0.44 loss per basic and diluted share.

Non-U.S. GAAP Adjusted net income for the quarter ended March 31, 2016 was $1.8 million or $0.04 per basic and diluted share, compared to a non-U.S. GAAP Adjusted net loss of $1.6 million or $0.04 per basic and diluted share for the quarter ended March 31, 2015.

U.S. GAAP net loss from continuing operations before equity loss from NEC TOKIN for the fiscal year ended March 31, 2016 was $37.2 million or $0.81 per basic and diluted share which includes a non-cash loss of $26.3 million or $0.57 per basic and diluted share corresponding to the change in value of the NEC TOKIN option, compared to a net loss from continuing operations before equity loss from NEC TOKIN of $17.4 million or $0.38 per basic and diluted share which includes a non-cash gain of $2.1 million or $0.05 per basic and diluted share related to the change in value of the NEC TOKIN option for the fiscal year ended March 31, 2015. The total U.S. GAAP loss, including the equity loss from NEC TOKIN, for the fiscal year ended March 31, 2016 was $53.6 million,

or $1.17 loss per basic and diluted share compared to a net loss of $14.1 million, or $0.31 loss per basic and diluted share for the fiscal year ended March 31, 2015.

For the fiscal year ended March 31, 2016, the non-U.S. GAAP Adjusted net income was $8.9 million, or $0.17 per diluted share compared to non-U.S. GAAP Adjusted net income of $7.0 million, or $0.13 per diluted share for the fiscal year ended March 31, 2015.

Net income (loss) for the fiscal quarters and years ended March 31, 2016 and 2015 include various items affecting comparability as denoted in the U.S. GAAP to Non-U.S. GAAP reconciliation table included hereafter.

About KEMET

The Company’s common stock is listed on the NYSE under the ticker symbol “KEM” (NYSE: KEM).  At the Investor Relations section of our web site at http://www.kemet.com/IR, users may subscribe to KEMET news releases and find additional information about our Company.  KEMET applies world class service and quality to deliver industry leading, high performance capacitance solutions to its customers around the world and offers the world’s most complete line of surface mount and through-hole capacitor technologies across tantalum, ceramic, film, aluminum, electrolytic, and paper dielectrics. Additional information about KEMET can be found at http://www.kemet.com.

QUIET PERIOD

Beginning July 1, 2016, we will observe a quiet period during which the information provided in this news release and annual report on Form 10-K will no longer constitute our current expectations. During the quiet period, this information should be considered to be historical, applying prior to the quiet period only and not subject to update by management. The quiet period will extend until the day when our next quarterly earnings release is published.

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

Certain statements included herein contain forward-looking statements within the meaning of federal securities laws about the Company’s financial condition and results of operations that are based on management’s current expectations, estimates and projections about the markets, in which the Company operates, as well as management’s beliefs and assumptions. Words such as “expects,” “anticipates,” “believes,” “estimates,” variations of such words and other similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s judgment only as of the date hereof. The Company undertakes no obligation to update publicly any of these forward-looking statements to reflect new information, future events or otherwise.

Factors that may cause actual outcomes and results to differ materially from those expressed in, or implied by, these forward-looking statements include, but are not necessarily limited to, the following: (i) adverse economic conditions could impact our ability to realize operating plans if the demand for our products declines, and such conditions could adversely affect our liquidity and ability to continue to operate; (ii) continued net losses could impact our ability to realize current operating plans and could materially adversely affect our liquidity and our ability to continue to operate; (iii) adverse economic conditions could cause the write down of long-lived assets or goodwill; (iv) an increase in the cost or a decrease in the availability of our principal or single-sourced purchased materials; (v) changes in the competitive environment; (vi) uncertainty of the timing of customer product qualifications in heavily regulated industries; (vii) economic, political, or regulatory changes in the countries in which we operate; (viii) difficulties, delays or unexpected costs in completing the restructuring plans; (ix) equity method investment in NEC TOKIN exposes us to a variety of risks; (x) acquisitions and other strategic transactions expose us to a variety of risks; (xi) possible acquisition of NEC TOKIN may not achieve all of the anticipated results; (xii) our business could be negatively impacted by increased regulatory scrutiny and litigation; (xiii) inability to attract, train and retain effective employees and management; (xiv) inability to develop innovative products to maintain customer relationships and offset potential price erosion in older products; (xv) exposure to claims alleging product defects; (xvi) the impact of laws and regulations that apply to our business, including those relating to environmental matters; (xvii) the impact of international laws relating to trade, export controls and foreign corrupt practices; (xviii) volatility of financial and credit markets affecting our access to capital; (xix) the need to reduce the total costs of our products to remain competitive; (xx) potential limitation on the use of net operating losses to offset possible future taxable income; (xxi) restrictions in our debt agreements that limit our flexibility in operating our business; (xxii) failure of our information technology systems to function properly or our failure to control unauthorized access to our systems may cause business disruptions; (xxiii) additional exercise of the warrant by K Equity which could potentially result in the existence of a significant stockholder who could seek to influence our corporate decisions; and (xxiv) fluctuation in distributor sales could adversely affect our results of operations.

3

KEMET CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations

(Amounts in thousands, except per share data)

(Unaudited)

	Quarters Ended March 31,						Fiscal Year Ended
	2016			2015			2016			2015
Net sales	$	183,926		$	193,708		$	734,823		$	823,192
Operating costs and expenses:
Cost of sales	141,913			157,379			571,543			663,683
Selling, general and administrative expenses	25,790			24,870			101,446			98,533
Research and development	6,395			6,572			24,955			25,802
Restructuring charges	617			3,437			4,178			13,017
Net (gain) loss on sales and disposals of assets	608			538			375			(221		)
Total operating costs and expenses	175,323			192,796			702,497			800,814
Operating income (loss)	8,603			912			32,326			22,378
Other (income) expense:
Interest income	(4		)	(4		)	(14		)	(15		)
Interest expense	9,929			10,020			39,605			40,701
Change in value of NEC TOKIN options	—			11,100			26,300			(2,100		)
Other income (expense), net	147			(2,453		)	(2,348		)	(4,082		)
Income (loss) from continuing operations before income taxes and equity income (loss) from NEC TOKIN	(1,469		)	(17,751		)	(31,217		)	(12,126		)
Income tax expense (benefit)	2,056			3			6,006			5,227
Income (loss) from continuing operations before equity income (loss) from NEC TOKIN	(3,525		)	(17,754		)	(37,223		)	(17,353		)
Equity income (loss) from NEC TOKIN	(11,648		)	(2,093		)	(16,406		)	(2,169		)
Income (loss) from continuing operations	(15,173		)	(19,847		)	(53,629		)	(19,522		)
Income (loss) from discontinued operations	—			—			—			5,379
Net income (loss)	$	(15,173	)	$	(19,847	)	$	(53,629	)	$	(14,143	)
Net income (loss) per basic share:
Income (loss) from continuing operations	$	(0.33	)	$	(0.44	)	$	(1.17	)	$	(0.43	)
Income (loss) from discontinued operations	$	—		$	—		$	—		$	0.12
Net income (loss)	$	(0.33	)	$	(0.44	)	$	(1.17	)	$	(0.31	)
Net income (loss) per diluted share:
Income (loss) from continuing operations	$	(0.33	)	$	(0.44	)	$	(1.17	)	$	(0.43	)
Income (loss) from discontinued operations	$	—		$	—		$	—		$	0.12
Net income (loss)	$	(0.33	)	$	(0.44	)	$	(1.17	)	$	(0.31	)
Weighted-average shares outstanding:
Basic	46,160			45,443			46,004			45,381
Diluted	46,160			45,443			46,004			45,381

4

KEMET CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(Amounts in thousands, except per share data)

(Unaudited)

	March 31, 2016			March 31, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	65,004		$	56,362
Accounts receivable, net	93,168			90,857
Inventories, net	168,879			171,843
Prepaid expenses and other	25,496			41,503
Total current assets	352,547			360,565
Property plant and equipment net of accumulated depreciation of $815,338 and $804,286 as of March 31, 2016 and March 31, 2015, respectively	241,839			249,641
Goodwill	40,294			35,584
Intangible assets, net	33,301			33,282
Investment in NEC TOKIN	20,334			45,016
Deferred income taxes	8,397			9,774
Other assets	5,832			12,831
Total assets	$	702,544		$	746,693
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	—		$	962
Accounts payable	70,981			69,785
Accrued expenses	50,320			60,456
Income taxes payable	453			884
Total current liabilities	121,754			132,087
Long-term debt, less current portion	390,597			390,409
Other non-current obligations	74,892			57,131
Deferred income taxes	2,820			2,384
Stockholders’ equity:
Preferred stock, par value $0.01, authorized 10,000 shares, none issued	—			—
Common stock, par value $0.01, authorized 175,000 shares, issued 46,508 shares at March 31, 2016 and 2015	465			465
Additional paid-in capital	452,821			461,191
Retained deficit	(299,510		)	(245,881		)
Accumulated other comprehensive income	(31,425		)	(28,796		)
Treasury stock, at cost (611 and 1,056 shares at March 31, 2016 and 2015, respectively)	(9,870		)	(22,297		)
Total stockholders’ equity	112,481			164,682
Total liabilities and stockholders’ equity	$	702,544		$	746,693

5

KEMET CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

	Fiscal Years Ended March 31,
	2016			2015
Net income (loss)	$	(53,629	)	$	(14,143	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Gain on sale of discontinued operations	—			(5,644		)
Net cash provided by (used in) operating activities of discontinued operations	—			(679		)
Depreciation and amortization	39,016			40,768
Non-cash debt and financing costs	859			2,032
Gain on early extinguishment of debt	—			(1,003		)
Equity income (loss) from NEC TOKIN	16,406			2,169
Change in value of NEC TOKIN options	26,300			(2,100		)
Net (gain) loss on sales and disposals of assets	375			(221		)
Stock-based compensation expense	4,774			4,512
Pension and other post-retirement benefits	719			(13,283		)
Deferred income tax expense (benefit)	657			(2,084		)
Write down of receivables	24			52
Other, net	306			(7		)
Changes in assets and liabilities:
Accounts receivable	(2,346		)	8,220
Inventories	3,338			8,559
Prepaid expenses and other current assets	13,103			(8,404		)
Accounts payable	(5,982		)	(2,879		)
Accrued income taxes	280			(383		)
Other operating liabilities	(11,835		)	8,920
Net cash provided by (used in) operating activities	32,365			24,402
Investing activities:
Capital expenditures	(20,469		)	(22,232		)
Acquisitions, net of cash received	(2,892		)	—
Change in restricted cash	1,802			11,509
Proceeds from sale of discontinued operations	—			9,564
Proceeds from sale of assets	971			4,788
Net cash provided by (used in) investing activities	(20,588		)	3,629
Financing activities:
Proceeds from revolving line of credit	10,000			42,340
Payments of revolving line of credit	(9,600		)	(27,342		)
Deferred acquisition payments	(3,000		)	(19,527		)
Payments of long-term debt	(481		)	(21,733		)
Proceeds from exercise of stock options	—			24
Purchase of treasury stock	(722		)	(630		)
Net cash provided by (used in) financing activities	(3,803		)	(26,868		)
Net increase (decrease) in cash and cash equivalents	7,974			1,163
Effect of foreign currency fluctuations on cash	668			(2,730		)
Cash and cash equivalents at beginning of fiscal period	56,362			57,929
Cash and cash equivalents at end of fiscal period	$	65,004		$	56,362

6

Non-U.S. GAAP Financial Measures

In this news release, the Company makes reference to certain Non-U.S. GAAP financial measures, including "Adjusted gross margin", "Adjusted operating income", “Adjusted net income (loss)”, “Adjusted net income (loss) per share” and “Adjusted EBITDA”.  Management believes that investors may find it useful to review the Company’s financial results as adjusted to exclude items as determined by management.

Adjusted Gross Margin

Adjusted gross margin represents net sales less cost of sales excluding adjustments which are outlined in the quantitative reconciliation provided below.  Management uses Adjusted gross margin to facilitate our analysis and understanding of our business operations and believes that Adjusted gross margin is useful to investors because it provides a supplemental way to understand the underlying operating performance of the Company.  Adjusted gross margin should not be considered as an alternative to gross margin or any other performance measure derived in accordance with U.S. GAAP.

The following table provides a reconciliation from U.S. GAAP Gross margin to Non-U.S. GAAP Adjusted gross margin (amounts in thousands):

	Quarters Ended									Fiscal Years Ended
	March 31, 2016			December 31, 2015			March 31, 2015			March 31, 2016			March 31, 2015
				(Unaudited)
Net sales	$	183,926		$	177,184		$	193,708		$	734,823		$	823,192
Gross Margin	42,013			38,748			36,329			163,280			159,509
Gross margin as a % of net sales	22.8		%	21.9		%	18.8		%	22.2		%	19.4		%
Non-U.S. GAAP-adjustments:
Plant shut-down costs	141			231			—			372			889
Plant start-up costs	319			160			651			861			4,556
Stock-based compensation expense	278			268			465			1,418			1,576
Inventory Revaluation	—			—			(928		)	—			—
Adjusted gross margin	$	42,751		$	39,407		$	36,517		$	165,931		$	166,530
Adjusted gross margin as a % of net sales	23.2		%	22.2		%	18.9		%	22.6		%	20.2		%

7

Adjusted Operating Income (Loss)

Adjusted operating income represents operating income (loss), excluding adjustments which are outlined in the quantitative reconciliation provided below. We use Adjusted operating income to facilitate our analysis and understanding of our business operations and believe that Adjusted operating income (loss) is useful to investors because it provides a supplemental way to understand our underlying operating performance. Adjusted operating income (loss) should not be considered as an alternative to operating income (loss) or any other performance measure derived in accordance with U.S. GAAP.

Adjusted operating income (loss) is calculated as follows (amounts in thousands):

	Quarters Ended							Fiscal Year Ended
	March 31, 2016		December 31, 2015		March 31, 2015			March 31, 2016		March 31, 2015
	(Unaudited)
Operating income (loss)	$	8,603	$	8,493	$	912		$	32,326	$	22,378
Adjustments:
ERP integration costs/IT transition costs	859		167		1,273			5,677		3,248
Stock-based compensation expense	1,013		1,154		1,328			4,774		4,512
Restructuring charges	617		1,714		3,437			4,178		13,017
Legal expenses related to antitrust class actions	482		1,300		435			3,041		844
NEC TOKIN investment related expenses	265		225		226			900		1,778
Plant start-up costs	319		160		651			861		4,556
Net (gain) loss on sales and disposals of assets	608		129		538			375		(221		)
Plant shut-down costs	141		231		—			372		889
Pension plan adjustment	—		—		—			312		—
Inventory Revaluation	—		—		(928		)	—		—
Adjusted operating income (loss)	$	12,907	$	13,573	$	7,872		$	52,816	$	51,001

Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share

“Adjusted net income (loss)” and “Adjusted net income (loss) per share” represent net income (loss) and net income (loss) per share excluding adjustments which are outlined in the quantitative reconciliation provided below.  Management believes that these Non-U.S. GAAP financial measures are useful to investors because they provide a supplemental way to understand the underlying operating performance of the Company.  Management uses these Non-U.S. GAAP financial measures to evaluate operating performance.  Non-U.S. GAAP financial measures should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with U.S. GAAP.

8

The following table provides reconciliation from U.S. GAAP net income (loss) to Non-U.S. GAAP adjusted net income (loss):

U.S.GAAP to Non-U.S.GAAP Reconciliation

	Quarters Ended									Fiscal Year Ended
	March 31, 2016			December 31, 2015			March 31, 2015			March 31, 2016			March 31, 2015
	(Unaudited, Amounts in thousands, except per share data)
U.S. GAAP
Net sales	$	183,926		$	177,184		$	193,708		$	734,823		$	823,192
Net income (loss) from continuing operations	(15,173		)	(8,600		)	(19,847		)	(53,629		)	(19,522		)
Income (loss) from discontinued operations	—			—			—			—			5,379
Net income (loss)	$	(15,173	)	$	(8,600	)	$	(19,847	)	$	(53,629	)	$	(14,143	)
Net income (loss) per basic and diluted share:
Net income (loss) from continuing operations	$	(0.33	)	$	(0.19	)	$	(0.44	)	$	(1.17	)	$	(0.43	)
Net income (loss) from discontinued operations	$	—		$	—		$	—		$	—		$	0.12
Net income (loss)	$	(0.33	)	$	(0.19	)	$	(0.44	)	$	(1.17	)	$	(0.31	)
Non-U.S. GAAP
Net income (loss)	(15,173		)	(8,600		)	(19,847		)	(53,629		)	(14,143		)
Adjustments:
Change in value of NEC TOKIN options	—			(700		)	11,100			26,300			(2,100		)
Equity (gain) loss from NEC TOKIN	11,648			6,505			2,093			16,406			2,169
Restructuring charges	617			1,714			3,437			4,178			13,017
ERP integration costs/IT transition costs	859			167			1,273			5,677			3,248
Stock-based compensation	1,013			1,154			1,328			4,774			4,512
Legal expenses related to antitrust class actions	482			1,300			435			3,041			844
Net foreign exchange (gain) loss	122			(1,036		)	(2,168		)	(3,036		)	(4,249		)
NEC TOKIN investment related expenses	265			225			226			900			1,778
Income tax effect of pension curtailment	155			720			—			875			—
Plant start-up costs	319			160			651			861			4,556
Amortization included in interest expense	210			212			244			859			1,814
(Gain) loss on sales and disposals of assets	608			129			538			375			(221		)
Plant shut-down costs	141			231			—			372			889
Pension plan adjustment	—			—			—			312			—
Income tax effect of non-GAAP adjustments (1)	546			(10		)	20			652			84
(Income) loss from discontinued operations	—			—			—			—			(5,379		)
(Gain) loss on early extinguishment of debt	—			—			—			—			(1,003		)
Professional fees related to financing activities	—			—			—			—			1,142
Inventory Revaluation	—			—			(928		)	—			—
Adjusted net income (loss)	$	1,812		$	2,171		$	(1,598	)	$	8,917		$	6,958
Adjusted net income (loss) per basic share	$	0.04		$	0.05		$	(0.04	)	$	0.19		$	0.15
Adjusted net income (loss) per diluted share	$	0.04		$	0.04		$	(0.04	)	$	0.17		$	0.13
Weighted average shares outstanding:
Basic	46,160			46,081			45,443			46,004			45,381
Diluted (2)	50,056			51,865			45,443			51,436			52,588

(1) The income tax effect of the excluded items is calculated by applying the applicable jurisdictional income tax rate, considering the deferred tax valuation for each applicable jurisdiction.

(2) Used to calculate adjusted net income (loss) per diluted share.

9

Adjusted EBITDA

Adjusted EBITDA represents net income (loss) before net interest expense, income tax expense, and depreciation and amortization expense, adjusted to exclude certain item which are outlined in the quantitative reconciliation provided below.  We use Adjusted EBITDA to monitor and evaluate our operating performance and to facilitate internal and external comparisons of the historical operating performance of our business.  We present Adjusted EBITDA as a supplemental measure of our performance and ability to service debt.  We also present Adjusted EBITDA because we believe such measure is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry.

We believe Adjusted EBITDA is an appropriate supplemental measure of debt service capacity, because cash expenditures on interest are, by definition, available to pay interest, and tax expense is inversely correlated to interest expense because tax expense goes down as deductible interest expense goes up; depreciation and amortization are non-cash charges. The other adjustments to arrive at Adjusted EBITDA are excluded in order to better reflect our continuing operations.

In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses similar to the adjustments noted below.  Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these types of adjustments.  Adjusted EBITDA is not a measurement of our financial performance under U.S. GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flow from operating activities as a measure of our liquidity.

Our Adjusted EBITDA measure has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported under U.S. GAAP.  Some of these limitations are:

• it does not reflect our cash expenditures, future requirements for capital expenditures or contractual commitments;

• it does not reflect changes in, or cash requirements for, our working capital needs;

• it does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payment on our debt;

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and our Adjusted EBITDA measure does not reflect any cash requirements for such replacements;

• it is not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows;

• it does not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations;

• it does not reflect limitations on or costs related to transferring earnings from our subsidiaries to us; and

• other companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business or as a measure of cash that will be available to us to meet our obligations.  You should compensate for these limitations by relying primarily on our U.S. GAAP results and using Adjusted EBITDA only supplementally.

10

The following table provides a reconciliation from U.S. GAAP net income (loss) to Adjusted EBITDA (amounts in thousands):

	Fiscal Year 2016
	Q1			Q2			Q3			Q4			Total
Net income (loss)	$	(37,050	)	$	7,194		$	(8,600	)	$	(15,173	)	$	(53,629	)
Adjustments:
Income tax expense (benefit)	(248		)	1,438			2,760			2,056			6,006
Interest expense, net	10,010			9,808			9,848			9,925			39,591
Depreciation and amortization	9,917			9,265			9,674			10,160			39,016
Change in value of NEC TOKIN options	29,200			(2,200		)	(700		)	—			26,300
Equity (gain) loss from NEC TOKIN	(1,585		)	(162		)	6,505			11,648			16,406
ERP integration costs/IT transition costs	4,369			282			167			859			5,677
Stock-based compensation	1,279			1,328			1,154			1,013			4,774
Restructuring charges	1,824			23			1,714			617			4,178
Legal expenses related to antitrust class actions	718			541			1,300			482			3,041
Net foreign exchange (gain) loss	1,049			(3,171		)	(1,036		)	122			(3,036		)
NEC TOKIN investment-related expenses	224			186			225			265			900
Plant start-up costs	195			187			160			319			861
(Gain) loss on sales and disposals of assets	(58		)	(304		)	129			608			375
Plant shut-down costs	—			—			231			141			372
Pension plan adjustment	312			—			—			—			312
Adjusted EBITDA	$	20,156		$	24,415		$	23,531		$	23,042		$	91,144
	Fiscal Year 2015
	Q1			Q2			Q3			Q4			Total
Net income (loss)	$	(3,540	)	$	6,330		$	2,914		$	(19,847	)	$	(14,143	)
Adjustments:
Income tax expense (benefit)	1,282			2,583			1,359			3			5,227
Interest expense, net	10,453			10,284			9,933			10,016			40,686
Depreciation and amortization	10,797			10,177			9,720			10,074			40,768
Change in value of NEC TOKIN options	(4,100		)	(6,600		)	(2,500		)	11,100			(2,100		)
Equity (gain) loss from NEC TOKIN	1,675			(232		)	(1,367		)	2,093			2,169
ERP integration costs/IT transition costs	895			409			671			1,273			3,248
Stock-based compensation	994			958			1,232			1,328			4,512
Restructuring charges	1,830			1,687			6,063			3,437			13,017
Legal expenses related to antitrust class actions	—			—			409			435			844
Net foreign exchange (gain) loss	527			(1,351		)	(1,257		)	(2,168		)	(4,249		)
NEC TOKIN investment-related expenses	580			487			485			226			1,778
Plant start-up costs	1,647			1,114			1,144			651			4,556
(Gain) loss on sales and disposals of assets	365			(550		)	(574		)	538			(221		)
Plant shut-down costs	889			—			—			—			889
(Income) loss from discontinued operations	(6,943		)	1,400			164			—			(5,379		)
(Gain) loss on early extinguishment of debt	—			—			(1,003		)	—			(1,003		)
Professional fees related to financing activities	—			—			1,142			—			1,142
Inventory revaluation	2,676			(821		)	(927		)	(928		)	—
Adjusted EBITDA	$	20,027		$	25,875		$	27,608		$	18,231		$	91,741

11

EX-99.2

Earnings Conference Call May 3, 2016 Quarter Ended March 31, 2016

Cautionary Statement Certain statements included herein contain forward-looking statements within the meaning of federal securities laws about KEMET Corporation's (the "Company") financial condition and results of operations that are based on management's current expectations, estimates and projections about the markets in which the Company operates, as well as management's beliefs and assumptions. Words such as "expects," "anticipates," "believes," "estimates," variations of such words and other similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's judgment only as of the date hereof. The Company undertakes no obligation to update publicly any of these forward-looking statements to reflect new information, future events or otherwise. Factors that may cause actual outcomes and results to differ materially from those expressed in, or implied by, these forward-looking statements include, but are not necessarily limited to, the following: (i) adverse economic conditions could impact our ability to realize operating plans if the demand for our products declines, and such conditions could adversely affect our liquidity and ability to continue to operate; (ii) continued net losses could impact our ability to realize current operating plans and could materially adversely affect our liquidity and our ability to continue to operate; (iii) adverse economic conditions could cause the write down of long-lived assets or goodwill; (iv) an increase in the cost or a decrease in the availability of our principal or single-sourced purchased materials; (v) changes in the competitive environment; (vi) uncertainty of the timing of customer product qualifications in heavily regulated industries; (vii) economic, political, or regulatory changes in the countries in which we operate; (viii) difficulties, delays or unexpected costs in completing the restructuring plans; (ix) equity method investment in NEC TOKIN exposes us to a variety of risks; (x) acquisitions and other strategic transactions expose us to a variety of risks; (xi) possible acquisition of NEC TOKIN may not achieve all of the anticipated results; (xii) our business could be negatively impacted by increased regulatory scrutiny and litigation; (xiii) inability to attract, train and retain effective employees and management; (xiv) inability to develop innovative products to maintain customer relationships and offset potential price erosion in older products; (xv) exposure to claims alleging product defects; (xvi) the impact of laws and regulations that apply to our business, including those relating to environmental matters; (xvii) the impact of international laws relating to trade, export controls and foreign corrupt practices; (xviii) volatility of financial and credit markets affecting our access to capital; (xix) the need to reduce the total costs of our products to remain competitive; (xx) potential limitation on the use of net operating losses to offset possible future taxable income; (xxi) restrictions in our debt agreements that limit our flexibility in operating our business; (xxii) failure of our information technology systems to function properly or our failure to control unauthorized access to our systems may cause business disruptions; (xxiii) additional exercise of the warrant by K Equity which could potentially result in the existence of a significant stockholder who could seek to influence our corporate decisions; and (xxiv) fluctuation in distributor sales could adversely affect our results of operations. 2

Income Statement Highlights U.S. GAAP (Unaudited) 3 For the Quarters Ended (Amounts in thousands, except percentages and per share data) Mar 2016 Dec 2015 Mar 2015 Net sales $ 183,926 $ 177,184 $ 193,708 Gross margin $ 42,013 $ 38,748 $ 36,329 Gross margin as a percentage of net sales 22.8 % 21.9 % 18.8 % Selling, general and administrative $ 25,790 $ 22,278 $ 24,870 SG&A as a percentage of net sales 14.0 % 12.6 % 12.8 % Operating income (loss) $ 8,603 $ 8,493 $ 912 Net income (loss) from continuing operations $ (15,173 ) $ (8,600 ) $ (19,847 ) Net income (loss) from discontinued operations — — — Net income (loss) $ (15,173 ) $ (8,600 ) $ (19,847 ) Per share data: Net income (loss) from continuing operations - basic $ (0.33 ) $ (0.19 ) $ (0.44 ) Net income (loss) from discontinued operations - basic $ — $ — $ — Net income (loss) - basic $ (0.33 ) $ (0.19 ) $ (0.44 ) Net income (loss) from continuing operations - diluted $ (0.33 ) $ (0.19 ) $ (0.44 ) Net income (loss) from discontinued operations - diluted $ — $ — $ — Net income (loss) - diluted $ (0.33 ) $ (0.19 ) $ (0.44 ) Weighted avg. shares - basic 46,160 46,081 45,443 Weighted avg. shares - diluted 46,160 46,081 45,443

Income Statement Highlights Non-GAAP (Unaudited) 4 For the Quarters Ended (Amounts in thousands, except percentages and per share data) Mar 2016 Dec 2015 Mar 2015 Net sales $ 183,926 $ 177,184 $ 193,708 Adjusted gross margin $ 42,751 $ 39,407 $ 36,517 Gross margin as a percentage of net sales 23.2 % 22.2 % 18.9 % Adjusted selling, general and administrative $ 23,499 $ 19,761 $ 22,098 Adjusted SG&A as a percentage of net sales 12.8 % 11.2 % 11.4 % Adjusted operating income (loss) $ 12,907 $ 13,573 $ 7,872 Adjusted net income (loss) from continuing operations $ 1,812 $ 2,171 $ (1,598 ) Adjusted net income (loss) from discontinued operations — — — Adjusted net income (loss) $ 1,812 $ 2,171 $ (1,598 ) Adjusted EBITDA $ 23,042 $ 23,531 $ 18,231 Per share data: Adjusted net income (loss) from continuing operations - basic $ 0.04 $ 0.05 $ (0.04 ) Adjusted net income (loss) from discontinued operations - basic — — — Adjusted net income (loss) - basic $ 0.04 $ 0.05 $ (0.04 ) Adjusted net income (loss) from continuing operations - diluted $ 0.04 $ 0.04 $ (0.04 ) Adjusted net income (loss) from discontinued operations - diluted — — — Adjusted net income (loss) - diluted $ 0.04 $ 0.04 $ (0.04 ) Weighted avg. shares - basic 46,160 46,081 45,443 Weighted avg. shares - diluted 50,056 51,865 45,443

Income Statement Highlights U.S. GAAP (Unaudited) 5 (Amounts in thousands, except percentages and per share data) FY 2016 FY 2015 Net sales $ 734,823 $ 823,192 Gross margin $ 163,280 $ 159,509 Gross margin as a percentage of net sales 22.2 % 19.4 % Selling, general and administrative $ 101,446 $ 98,533 SG&A as a percentage of net sales 13.8 % 12.0 % Operating income (loss) $ 32,326 $ 22,378 Net income (loss) from continuing operations $ (53,629 ) $ (19,522 ) Income (loss) from discontinued operations — 5,379 Net income (loss) $ (53,629 ) $ (14,143 ) Per share data: Adjusted net income (loss) from continuing operations - basic $ (1.17 ) $ (0.43 ) Adjusted net income (loss) from discontinued operations - basic — 0.12 Adjusted net income (loss) - basic (1.17 ) (0.31 ) Adjusted net income (loss) from continuing operations - diluted (1.17 ) (0.43 ) Adjusted net income (loss) from discontinued operations - diluted — 0.12 Adjusted net income (loss) - diluted $ (1.17 ) $ (0.31 ) Weighted avg. shares - basic 46,004 45,381 Weighted avg. shares - diluted 46,004 45,381

Income Statement Highlights Non-GAAP (Unaudited) 6 (Amounts in thousands, except percentages and per share data) FY 2016 FY 2015 Net sales $ 734,823 $ 823,192 Gross margin $ 165,931 $ 166,530 Gross margin as a percentage of net sales 22.6 % 20.2 % Selling, general and administrative $ 88,354 $ 90,022 SG&A as a percentage of net sales 12.0 % 10.9 % Operating income (loss) $ 52,816 $ 51,001 Net income (loss) from continuing operations $ 8,917 $ 6,958 Income (loss) from discontinued operations — — Net income (loss) $ 8,917 $ 6,958 Adjusted EBITDA $ 91,144 $ 91,741 Per share data: Adjusted net income (loss) from continuing operations - basic $ 0.19 $ 0.15 Adjusted net income (loss) from discontinued operations - basic — — Adjusted net income (loss) - basic 0.19 0.15 Adjusted net income (loss) from continuing operations - diluted 0.17 0.13 Adjusted net income (loss) from discontinued operations - diluted — — Adjusted net income (loss) - diluted $ 0.17 $ 0.13 Weighted avg. shares - basic 46,004 45,381 Weighted avg. shares - diluted 51,436 52,588

Adjusted Gross Margin Non-GAAP Solid Capacitors 7 For the Quarters Ended (Amounts in thousands) Mar 2016 Dec 2015 Mar 2015 Net sales $ 140,042 $ 135,300 $ 145,680 Gross margin 40,811 37,171 37,184 Adjustments: Inventory revaluation — — (238 ) Stock-based compensation expense 181 147 292 Plant start-up costs — 10 315 Adjusted gross margin $ 40,992 $ 37,328 $ 37,553 Adjusted gross margin as a percentage of net sales 29.3 % 27.6 % 25.8 %

Adjusted Gross Margin Non-GAAP Film & Electrolytics 8 For the Quarters Ended (Amounts in thousands) Mar 2016 Dec 2015 Mar 2015 Net sales $ 43,884 $ 41,884 $ 48,026 Gross margin 1,202 1,577 (855 ) Adjustments: Plant shut-down costs 141 231 — Inventory revaluation — — (689 ) Plant start-up costs 319 150 336 Stock-based compensation expense 97 121 173 Adjusted gross margin $ 1,759 $ 2,079 $ (1,035 ) Adjusted gross margin as a percentage of net sales 4.0 % 5.0 % (2.2 )%

Adjusted Operating Income (Loss) Non-GAAP Solid Capacitors 9 For the Quarters Ended (Amounts in thousands) Mar 2016 Dec 2015 Mar 2015 Net sales $ 140,042 $ 135,300 $ 145,680 Operating income (loss) 34,538 31,359 29,723 Adjustments: Plant start-up costs — 10 315 Stock-based compensation expense 181 147 292 Restructuring charges 360 753 1,402 Inventory revaluation — — (238 ) NEC TOKIN investment related expenses — — (7 ) Gain on sales and disposals of assets 507 (160 ) 504 Adjusted operating income (loss) $ 35,586 $ 32,109 $ 31,991

Adjusted Operating Income (Loss) Non-GAAP Film & Electrolytics 10 For the Quarters Ended (Amounts in thousands) Mar 2016 Dec 2015 Mar 2015 Net sales $ 43,884 $ 41,884 $ 48,026 Operating income (loss) (1,230 ) (1,770 ) (4,555 ) Adjustments: Plant shut-down costs 141 231 — Plant start-up costs 319 150 336 Stock-based compensation expense 97 121 173 Inventory revaluation — — (689 ) Restructuring charges 190 987 1,737 Gain (loss) on sales and disposals of assets 43 252 (144 ) Adjusted operating income (loss) $ (440 ) $ (29 ) $ (3,142 )

Financial Highlights (1) Calculated as accounts receivable, net, plus inventories, net, less accounts payable (2) Calculated by annualizing the current quarter’s Net sales divided by current quarter's accounts receivable (3) Calculated by annualizing the current quarter’s Cost of sales by current quarter's accounts payable 11 (Amounts in millions, except DSO and DPO) Mar 2016 Dec 2015 FX Impact Cash, cash equivalents $ 65.0 $ 43.2 $ 0.5 Capital expenditures $ 6.3 $ 4.9 Short-term debt $ — $ 5.0 Long-term debt 388.9 388.0 Debt premium 1.7 1.9 Total debt $ 390.6 $ 394.9 $ — Equity $ 112.5 $ 124.4 $ 6.6 Net working capital (1) $ 191.1 $ 200.7 $ (1.0 ) Days in receivables (DSO)(2) 46 46 Days in payables (DPO)(3) 46 42

Sales Summary - Q4 FY2016 12

Sales Summary - FY 2016 13

Appendix

Adjusted Gross Margin Non-GAAP 15 For the Quarters Ended Fiscal Year (Amounts in thousands, except percentages) Mar 2016 Dec 2015 Mar 2015 2016 2015 Net sales $ 183,926 $ 177,184 $ 193,708 $ 734,823 $ 823,192 Gross margin $ 42,013 $ 38,748 $ 36,329 $ 163,280 $ 159,509 Adjustments: Plant shut-down costs 141 231 — 372 889 Plant start-up costs 319 160 651 861 4,556 Stock-based compensation expense 278 268 465 1,418 1,576 Inventory Revaluation — — (928 ) — — Adjusted gross margin $ 42,751 $ 39,407 $ 36,517 $ 165,931 $ 166,530 Adjusted gross margin as a percentage of net sales 23.2 % 22.2 % 18.9 % 22.6 % 20.2 %

Adjusted Selling, General & Administrative Expenses Non-GAAP 16 For the Quarters Ended Fiscal Year (Amounts in thousands, except percentages) Mar 2016 Dec 2015 Mar 2015 2016 2015 Net sales $ 183,926 $ 177,184 $ 193,708 $ 734,823 $ 823,192 Selling, general and administrative expenses $ 25,790 $ 22,278 $ 24,870 $ 101,446 $ 98,533 Less adjustments: ERP integration costs/IT transition costs 859 167 1,273 5,677 3,248 Stock-based compensation expense 685 825 838 3,162 2,641 Legal expenses related to antitrust class actions 482 1,300 435 3,041 844 NEC TOKIN investment related expenses 265 225 226 900 1,778 Pension plan adjustment — — — 312 — Adjusted selling, general and administrative expenses $ 23,499 $ 19,761 $ 22,098 $ 88,354 $ 90,022 Adjusted selling, general, and administrative as a percentage of net sales 12.8 % 11.2 % 11.4 % 12.0 % 10.9 %

Adjusted Operating Income Non-GAAP 17 For the Quarters Ended Fiscal Year (Amounts in thousands) Mar 2016 Dec 2015 Mar 2015 2016 2015 Operating income (loss) $ 8,603 $ 8,493 $ 912 $ 32,326 $ 22,378 Adjustments: ERP integration costs/IT transition costs 859 167 1,273 5,677 3,248 Stock-based compensation expense 1,013 1,154 1,328 4,774 4,512 Restructuring charges 617 1,714 3,437 4,178 13,017 Legal expenses related to antitrust class actions 482 1,300 435 3,041 844 NEC TOKIN investment related expenses 265 225 226 900 1,778 Plant start-up costs 319 160 651 861 4,556 Net (gain) loss on sales and disposals of assets 608 129 538 375 (221 ) Plant shut-down costs 141 231 — 372 889 Pension plan adjustment — — — 312 — Inventory Revaluation — — (928 ) — — Adjusted operating income (loss) $ 12,907 $ 13,573 $ 7,872 $ 52,816 $ 51,001

Adjusted Net Income (Loss) and Adjusted EBITDA Non-GAAP 18 For the Quarters Ended Fiscal Year (Amounts in thousands) Mar 2016 Dec 2015 Mar 2015 2016 2015 Net income (loss) $ (15,173 ) $ (8,600 ) $ (19,847 ) $ (53,629 ) $ (14,143 ) Adjustments: Change in value of NEC TOKIN options — (700 ) 11,100 26,300 (2,100 ) Equity (gain) loss from NEC TOKIN 11,648 6,505 2,093 16,406 2,169 Restructuring charges 617 1,714 3,437 4,178 13,017 ERP integration costs/IT transition costs 859 167 1,273 5,677 3,248 Stock-based compensation 1,013 1,154 1,328 4,774 4,512 Legal expenses related to antitrust class actions 482 1,300 435 3,041 844 Net foreign exchange (gain) loss 122 (1,036 ) (2,168 ) (3,036 ) (4,249 ) NEC TOKIN investment related expenses 265 225 226 900 1,778 Income tax effect of pension curtailment 155 720 — 875 — Plant start-up costs 319 160 651 861 4,556 Amortization included in interest expense 210 212 244 859 1,814 (Gain) loss on sales and disposals of assets 608 129 538 375 (221 ) Plant shut-down costs 141 231 — 372 889 Pension plan adjustment — — — 312 — Income tax effect of non-GAAP adjustments 546 (10 ) 20 652 84 (Income) loss from discontinued operations — — — — (5,379 ) (Gain) loss on early extinguishment of debt — — — — (1,003 ) Professional fees related to financing activities — — — — 1,142 Inventory Revaluation — — (928 ) — — Adjusted net income (loss) $ 1,812 $ 2,171 $ (1,598 ) $ 8,917 $ 6,958 Adjusted net income (loss) per share - basic $ 0.04 $ 0.05 $ (0.04 ) $ 0.19 $ 0.15 Adjusted net income (loss) per share - diluted $ 0.04 $ 0.04 $ (0.04 ) $ 0.17 $ 0.13 Adjusted EBITDA $ 23,042 $ 23,531 $ 18,231 $ 91,144 $ 91,741 Weighted avg. shares - basic 46,160 46,081 45,443 46,004 45,381 Weighted avg. shares - diluted 50,056 51,865 45,443 51,436 52,588

Adjusted EBITDA Reconciliation Non-GAAP 19 For the Quarters Ended Fiscal Year (Amounts in thousands) Mar 2016 Dec 2015 Mar 2015 2016 2015 Net income (loss) $ (15,173 ) $ (8,600 ) $ (19,847 ) $ (53,629 ) $ (14,143 ) Income tax expense (benefit) 2,056 2,760 3 6,006 5,227 Interest expense, net 9,925 9,848 10,016 39,591 40,686 Depreciation and amortization 10,160 9,674 10,074 39,016 40,768 EBITDA 6,968 13,682 246 30,984 72,538 Excluding the following items Change in value of NEC TOKIN options — (700 ) 11,100 26,300 (2,100 ) Equity (gain) loss from NEC TOKIN 11,648 6,505 2,093 16,406 2,169 ERP integration costs/IT transition costs 859 167 1,273 5,677 3,248 Stock-based compensation 1,013 1,154 1,328 4,774 4,512 Restructuring charges 617 1,714 3,437 4,178 13,017 Legal expenses related to antitrust class actions 482 1,300 435 3,041 844 Net foreign exchange (gain) loss 122 (1,036 ) (2,168 ) (3,036 ) (4,249 ) NEC TOKIN investment related expenses 265 225 226 900 1,778 Plant start-up costs 319 160 651 861 4,556 (Gain) loss on sales and disposals of assets 608 129 538 375 (221 ) Plant shut-down costs 141 231 — 372 889 Pension plan adjustment — — — 312 — Inventory Revaluation — — (928 ) — — (Income) loss from discontinued operations — — — — (5,379 ) (Gain) loss on early extinguishment of debt — — — — (1,003 ) Professional fees related to financing activities — — — — 1,142 Adjusted EBITDA $ 23,042 $ 23,531 $ 18,231 $ 91,144 $ 91,741

Non-GAAP Financial Measures Non-GAAP Financial Measures Included in this presentation are certain non-GAAP financial measures designed to complement the financial information presented in accordance with generally accepted accounting principles in the United States of America because management believes such measures are useful to investors. Adjusted gross margin Adjusted gross margin represents net sales less cost of sales excluding adjustments which are outlined in the quantitative reconciliation provided earlier in this presentation. Management uses Adjusted gross margin to facilitate our analysis and understanding of our business operations and believes that Adjusted gross margin is useful to investors because it provides a supplemental way to understand the underlying operating performance of the Company. Adjusted gross margin should not be considered as an alternative to gross margin or any other performance measure derived in accordance with GAAP. Adjusted selling, general and administrative expenses Adjusted selling, general and administrative expenses represents selling, general and administrative expenses excluding adjustments which are outlined in the quantitative reconciliation provided earlier in this presentation. Management uses Adjusted selling, general and administrative expenses to facilitate our analysis and understanding of our business operations and believes that Adjusted selling, general and administrative expenses is useful to investors because it provides a supplemental way to understand the underlying operating performance of the Company. Adjusted selling, general and administrative expenses should not be considered as an alternative to selling, general and administrative expenses or any other performance measure derived in accordance with GAAP. Adjusted operating income (loss) Adjusted operating income represents operating income (loss), excluding adjustments which are outlined in the quantitative reconciliation provided earlier in this presentation. Management uses Adjusted operating income to facilitate our analysis and understanding of our business operations and believes that Adjusted operating income is useful to investors because it provides a supplemental way to understand the underlying operating performance of the Company. Adjusted operating income should not be considered as an alternative to operating loss or any other performance measure derived in accordance with GAAP. 20

Non-GAAP Financial Measures Continued Adjusted net income (loss) and Adjusted EPS Adjusted net income (loss) and Adjusted EPS represent net income (loss) and EPS, excluding adjustments which are more specifically outlined in the quantitative reconciliation provided earlier in this presentation. Management uses Adjusted net income and Adjusted EPS to evaluate the Company's operating performance and believes that Adjusted net income (loss) and Adjusted EPS are useful to investors because they provide a supplemental way to possibly better understand the underlying operating performance of the Company. Adjusted net income (loss) and Adjusted EPS should not be considered as alternatives to net income, operating income or any other performance measures derived in accordance with GAAP. Adjusted EBITDA Adjusted EBITDA represents net loss before income tax expense (benefit), interest expense, net, and depreciation and amortization expense, excluding adjustments which are more specifically outlined in the quantitative reconciliation provided earlier in this presentation. We present Adjusted EBITDA as a supplemental measure of our performance and ability to service debt. We also present Adjusted EBITDA because we believe such measure is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. We believe Adjusted EBITDA is an appropriate supplemental measure of debt service capacity, because cash expenditures on interest are, by definition, available to pay interest, and tax expense is inversely correlated to interest expense because tax expense goes down as deductible interest expense goes up; depreciation and amortization are non-cash charges. The other items excluded from Adjusted EBITDA are excluded in order to better reflect our continuing operations. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses similar to the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these types of adjustments. Adjusted EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our liquidity. 21

Non-GAAP Financial Measures Continued Our Adjusted EBITDA measure has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are: • it does not reflect our cash expenditures, future requirements for capital expenditures or contractual commitments; • it does not reflect changes in, or cash requirements for, our working capital needs; • it does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payment on our debt; • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and our Adjusted EBITDA measure does not reflect any cash requirements for such replacements; • it is not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows; • it does not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations; • it does not reflect limitations on or costs related to transferring earnings from our subsidiaries to us; and • other companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure. Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business or as a measure of cash that will be available to us to meet our obligations. You should compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only supplementally. 22