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): January 28, 2009

KEMET Corporation

(Exact name of registrant as specified in its charter)

Delaware	0-20289	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 January 28, 2009, KEMET Corporation (the “Company”) issued a News Release announcing the preliminary consolidated results for the third fiscal quarter ended December 31, 2008.

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

Item 7.01 Regulation FD Disclosure

On January 28, 2009, the Company will host a conference call to discuss financial results for its third fiscal quarter ended December 31, 2008.  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 January 28, 2009, 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 January 28, 2009 issued by the Company.
99.2	Slide Package prepared for use in connection with the Company’s third fiscal quarter earnings conference call to be held on January 28, 2009.

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: January 28, 2009	KEMET Corporation
	/s/ WILLIAM M. LOWE, JR.
	William M. Lowe, Jr.
	Executive Vice President and
	Chief Financial Officer

2

EX-99.1

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE

Contact:	William M. Lowe, Jr.	Dean W. Dimke
	Executive Vice President and	Director of Corporate and
	Chief Financial Officer	Investor Communications
	billlowe@KEMET.com	deandimke@KEMET.com
	864-963-6484	954-766-2800

KEMET Reports Third Quarter Results of Fiscal Year 2009

Quarter Highlights:

·Net sales declined 16.6% versus same quarter last fiscal year

·Gross Margin increased approximately 1% over prior quarter September 2008

·Non-GAAP net loss per share of $(.06) compared to $(.04) for prior quarter September 2008

·GAAP net loss  per share of $(0.14) compared to $(1.03) for prior quarter September 2008

·SG&A expenses declined $3.2 million compared to September 2008 quarter and $7.6 million versus June 2008 quarter

Greenville, South Carolina (January 28, 2009) - KEMET Corporation (Other OTC: KEME) today reported preliminary results for the third quarter ended December 31, 2008.  Net sales for the quarter ended December 31, 2008, were $190.7 million, which is a 16.6% decrease over the same quarter last year. Net sales for the nine month period ended December 31, 2008 were $668.3 million which is a 9.8% increase compared to the same period last year, inclusive of acquisitions.  Sales declined approximately 13 percent compared to the prior quarter ended September 2008 excluding the impact of exchange rates and the sale of the Company’s wet tantalum assets.

The Non-GAAP net loss, excluding special charges, was $(4.9) million or $(0.06) per share for the current quarter compared to net loss of $(1.6) million, or $(0.02) per share for the same quarter last year and compares to a net loss of $(3.6) million, or $(0.04) per share for the prior quarter ended September 2008.   On a U.S. GAAP basis net loss was $(11.1) million, or $(0.14) per share for the third fiscal quarter compared to a net loss of $(8.2) million or $(0.10) per share for the same quarter last year.

The current quarter includes a $4.6 million restructuring charge primarily related to a global headcount reduction plan, $0.6 million in integration expenses related to recent acquisitions, and a $1.1 million loss on sales and disposals of certain assets.

“Although the world-wide recession continues to put pressure on our business the actions that we took last year minimized the impact to our operating income this quarter.  Since last August we have taken over fifty million dollars of annual expense out of the business and that is clearly reflected in our financial results this quarter as sales decreased forty-four million, but our operating income was only impacted by nine-hundred thousand dollars versus the September quarter,” stated Per Loof, KEMET’s Chief Executive Officer.  “Our cash balance remains stable and we remain focused on keeping our working capital in line with market demands to maximize cash to position KEMET for a strong rebound when normal economic activities resume,” continued Loof.

Management believes that investors may find it useful to review the Company’s financial results that exclude special items as determined by management.  These special items include impairment charges associated with goodwill and long-lived assets, integration costs incurred as a result of recent business acquisitions, restructuring charges related primarily to employee severance and equipment moves, losses incurred due to the early retirement of debt and sales or disposals of certain asset groups.  Management believes that this Non-GAAP

disclosure is useful to investors in that it provides an alternative way to possibly better understand the underlying operating performance. Management uses Non-GAAP financial reporting to evaluate operating performance; however Non-GAAP financial performance should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP.

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

GAAP to Non-GAAP Reconciliation	Quarters Ended									Nine Months Ended
(unaudited)	Dec. 2008			Sept. 2008			Dec. 2007			Dec. 2008			Dec. 2007
	(In Millions, Except Per Share Data)
Including special items (GAAP)
Net sales	$	190.7		$	234.8		$	228.7		$	668.3		$	608.9
Net income (loss)	$	(11.1	)	$	(83.0	)	$	(8.2	)	$	(281.3	)	$	2.9
Net income (loss) per basic and diluted share	(0.14		)	(1.03		)	(0.10		)	(3.50		)	0.03
Excluding special items (Non-GAAP)
Net income (loss)	$	(11.1	)	$	(83.0	)	$	(8.2	)	$	(281.3	)	$	2.9
Special items (after tax):
Goodwill impairment charges	—			85.7			—			174.3			—
Write down of long-lived assets	—			1.0			2.1			64.9			2.1
(Gain) loss on sale or disposal of assets	1.4			(28.6		)	—			(26.9		)	—
Restructuring	4.2			17.4			2.9			28.1			11.2
Inventory adjustments	—			—			—			8.6			—
Integration	0.6			1.7			1.6			4.5			2.2
Loss on early retirement of debt	—			2.2			—			2.2			—
Adjusted net income (loss) (excluding special items)	$	(4.9	)	$	(3.6	)	$	(1.6	)	$	(25.6	)	$	18.4
Adjusted net income (loss) per basic and diluted share (excluding special items)	$	(0.06	)	$	(0.04	)	$	(0.02	)	$	(0.32	)	$	0.22

KEMET’s common stock is listed on the Financial Industry Regulatory Authority’s over-the-counter bulletin board and on the Pink Sheets Inc.’s Pink Quote System under the symbol KEME. 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.

QUIET PERIOD

Beginning April 1, 2009, we will observe a quiet period during which the information provided in this news release and our quarterly report on Form 10-Q 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.

2

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

Certain statements included herein contain forward-looking statements within the meaning of federal security laws about KEMET Corporation (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 outcome 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) generally adverse economic and industry conditions, including a decline in demand for the Company’s products;  (ii) the ability to maintain sufficient liquidity to realize current operating plans; (iii) adverse economic conditions could cause further reevaluation of the fair value of our reporting segments and the write down of long-lived assets; (iv) the cost and availability of raw materials; (v) changes in the competitive environment of the Company;  (vi) economic, political, or regulatory changes in the countries in which the Company operates; (vii) the ability to successfully integrate the operations of acquired businesses; (viii) the ability to attract, train and retain effective employees and management; (ix) the ability to develop innovative products to maintain customer relationships; (x) the impact of environmental issues, laws, and regulations; (xi) the Company’s ability to achieve the expected benefits of its manufacturing relocation plan or other restructuring plan; and (xii) volatility of financial and credit markets which would affect access to capital for the Company. Other risks and uncertainties may be described from time to time in the Company’s other reports and filings with the Securities and Exchange Commission.

3

KEMET CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Amounts in thousands, except per share data)

(Unaudited)

	Quarters Ended December 31,						Nine Months Ended December 31,
	2008			2007			2008			2007
Net sales	$	190,679		$	228,694		$	668,342		$	608,942
Operating costs and expenses:
Cost of sales	166,507			188,616			598,918			491,555
Selling, general and administrative expenses	20,569			28,059			72,587			70,078
Research and development	6,168			8,646			23,312			25,886
Restructuring charges	4,572			2,870			29,579			11,404
Goodwill impairment	—			—			174,327			—
Write down of long-lived assets	—			2,098			65,155			2,098
(Gain) loss on sales and disposals of assets	1,054			11			(27,236		)	(41		)
Total operating costs and expenses	198,870			230,300			936,642			600,980
Operating (loss) income	(8,191		)	(1,606		)	(268,300		)	7,962
Other (income) expense:
Interest income	(129		)	(1,814		)	(545		)	(5,031		)
Interest expense	4,617			4,087			15,764			8,772
Other (income) expense, net	(2,407		)	(1,476		)	(6,306		)	(2,841		)
Loss on early retirement of debt	—			—			2,212			—
(Loss) income before income taxes	(10,272		)	(2,403		)	(279,425		)	7,062
Income tax expense	793			5,747			1,918			4,170
Net (loss) income	$	(11,065	)	$	(8,150	)	$	(281,343	)	$	2,892
Net (loss) income per share:
Basic and Diluted	$	(0.14	)	$	(0.10	)	$	(3.50	)	$	0.03

4

KEMET CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Amounts in thousands, except per share data)

(Unaudited)

	December 31, 2008			March 31, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	25,387		$	81,383
Accounts receivable, net	152,804			197,258
Inventories	191,210			243,714
Prepaid expenses and other current assets	12,108			15,692
Deferred income taxes	4,399			4,017
Total current assets	385,908			542,064
Property and equipment, net of accumulated depreciation of $606.3 million and $673.6 million as of December 31, 2008 and March 31, 2008, respectively	377,429			475,912
Assets held for sale	3,546			4,638
Goodwill	—			182,273
Intangible assets, net	27,572			35,786
Other assets	9,738			11,227
Total assets	$	804,193		$	1,251,900
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	74,722		$	108,387
Accounts payable, trade	82,253			131,468
Accrued expenses	56,275			59,626
Income taxes payable	197			3,524
Total current liabilities	213,447			303,005
Long-term debt	265,919			304,294
Post-retirement benefits and other non-current obligations	68,562			80,130
Deferred income taxes	17,278			21,679
Stockholders’ equity:
Common stock, par value $0.01, authorized 300,000 shares, issued 88,524 and 88,240 shares at December 31, 2008 and March 31, 2008, respectively	885			882
Additional paid-in capital	323,835			323,359
Retained earnings (deficit)	(67,147		)	214,180
Accumulated other comprehensive income	41,726			65,565
Treasury stock, at cost (7,835 and 7,950 shares at December 31, 2008 and March 31, 2008, respectively)	(60,312		)	(61,194		)
Total stockholders’ equity	238,987			542,792
Total liabilities and stockholders’ equity	$	804,193		$	1,251,900

5

KEMET CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

	Nine Months Ended December 31,
	2008			2007
Sources (uses) of cash and cash equivalents
Operating activities:
Net (loss) income	$	(281,343	)	$	2,892
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization	43,859			38,749
Goodwill impairment	174,327			—
Write down of long-lived assets	65,155			2,098
(Gain) loss on sales and disposals of assets	(27,236		)	(41		)
Stock-based compensation expense	1,115			4,508
Change in deferred income taxes	(1,650		)	3,701
Change in operating assets	61,182			1,022
Change in operating liabilities	(43,260		)	(39,521		)
Other	(2,905		)	(2,547		)
Net cash (used in) provided by operating activities	(10,756		)	10,861
Investing activities:
Proceeds from sale of assets	34,870			8,389
Proceeds from sale of investments	—			46,076
Capital expenditures	(27,699		)	(36,527		)
Acquisitions, net of cash received	(1,000		)	(70,629		)
Other	—			(454		)
Net cash provided by (used in) investing activities	6,171			(53,145		)
Financing activities:
Proceeds from sale of common stock to employee savings plan	244			484
Proceeds from issuance of debt	20,944			140,268
Payments of debt	(71,300		)	(169,517		)
Other	—			130
Net cash used in financing activities	(50,112		)	(28,635		)
Net decrease in cash and cash equivalents	(54,697		)	(70,919		)
Effect of foreign currency fluctuations on cash	(1,299		)	(1,660		)
Cash and cash equivalents at beginning of fiscal period	81,383			212,202
Cash and cash equivalents at end of fiscal period	$	25,387		$	139,623

6

EX-99.2

Exhibit 99.2

Kemet Corporation

Third Quarter Conference Call

January 28, 2009

KEMET Corporation

Third Fiscal Quarter Ended

December 31, 2008

Conference Call

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 outcome 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) generally adverse economic and industry conditions, including a decline in demand for the Company’s products; (ii) the ability to maintain sufficient liquidity to realize current operating plans; (iii) adverse economic conditions could cause further reevaluation of the fair value of our reporting segments and the write down of long-lived assets; (iv) the cost and availability of raw materials; (v) changes in the competitive environment of the Company; (vi) economic, political, or regulatory changes in the countries in which the Company operates; (vii) the ability to successfully integrate the operations of acquired businesses; (viii) the ability to attract, train and retain effective employees and management; (ix) the ability to develop innovative products to maintain customer relationships; (x) the impact of environmental issues, laws, and regulations; (xi) the  Company’s ability to achieve the expected benefits of its manufacturing relocation plan or other restructuring plan; and (xii) volatility  of financial and credit markets which would affect access to capital for the Company.  Other risks and uncertainties may be described from time to time in the Company’s other reports and filings with the Securities and Exchange Commission.

Income Statement Highlights

(Amounts in millions)

	GAAP
	For the Quarters Ended
	December 2008			September 2008			December 2007
Net sales	$	190.7		$	234.8		$	228.7
Gross margin	24.2			28.0			40.1
R&D expense	6.1			7.0			8.6
Selling, general and administrative expense	20.6			23.8			28.1
Interest expense	4.6			5.5			4.1
Depreciation and amortization expense	12.8			15.4			12.7
Net loss	(11.1		)	(83.0		)	(8.2		)

	Non-GAAP
	For the Quarters Ended
	December 2008			September 2008			December 2007
Net sales	$	190.7		$	234.8		$	228.7
Gross margin	24.2			28.0			40.1
R&D expense	6.1			7.0			8.6
Adjusted selling, general and administrative expense	20.0			22.0			26.3
Interest expense	4.6			5.5			4.1
Depreciation and amortization expense	12.8			15.4			12.7
Adjusted net loss	(4.9		)	(3.6		)	(1.6		)

Third Quarter FY2009 GAAP to Non-GAAP Reconciliation

(Amounts in millions)

	GAAP			Special Items				Non-GAAP
Sales	$	190.7		$	—			$	190.7
Cost of sales	166.5			—				166.5
Gross margin	24.2			—				24.2
S G & A expense	20.6			(0.6		)	A	20.0
R & D expense	6.1			—				6.1
Restructuring charges	4.6			(4.6		)	B	—
Net loss on sales and disposals of assets	1.1			(1.1		)	C	—
Operating loss	(8.2		)	6.3				(1.9		)
Net interest expense	4.5			—				4.5
Other (income) expense, net	(2.4		)	—				(2.4		)
Loss before tax	(10.3		)	6.3				(4.0		)
Income tax expense	0.8			0.1			D	0.9
Net loss / Adjusted net loss with respect to Non-GAAP column	(11.1		)	6.2				(4.9		)

Notes:

A - - $0.6 million relates to F&E Business Group integration costs

B - - $4.6 million relates to $3.5 million of severance related costs and $1.1 million of equipment relocation costs

C - - $(1.1) million relates to the net loss on sales and disposals of assets

D - - $0.1 million relates to the net tax effect of all the pre-tax special charges detailed above

Balance Sheet Highlights

(Amounts in millions, except percentages and days in receivables/payables)

			Third Quarter
	December		Exchange Rate	September
	2008		Impact	2008
Cash and Cash Equivalents	$	25.4		$	36.1
Restricted Cash	$	6.1		$	6.3
Capital Expeditures	$	4.7		$	11.8
Short-Term Debt	$	74.7	4.0	$	151.9
Long-Term Debt	265.9		5.0	199.4
Total Debt	$	340.6		$	351.3
Equity	$	239.0		$	259.2
Net Working Capital (1)	$	261.7		$	280.2
Days in Receivable	83			73
Days in Payables	63			48

(1)  Includes only Accounts Receivable, Inventories and Accounts Payable

Adjusted EBITDA Reconciliation to Pre-Tax Income (Loss) from Continuing Operations

(Amounts in millions)

	Q1 FY08		Q2 FY08		Q3 FY08			Q4 FY08			Q1 FY09			Q2 FY09			Q3 FY09
Pre-tax loss (loss) from continuing operations	$	5.7	$	4.1	$	(8.2	)	$	(14.1	)	$	(187.3	)	$	(81.8	)	$	(10.3	)
Interest expense net	0.7		0.7		2.3			4.3			5.4			5.3			4.5
Depreciation and amortization expense	12.1		13.9		12.7			16.5			16.0			15.1			12.8
(Gain) loss on sales and disposals of assets	—		—		—			—			—			(28.7		)	1.1
Goodwill impairment charge	—		—		—			—			88.6			85.7			—
Write down of long-lived assets	—		—		2.1			2.0			63.9			1.2			—
Integration expenses	0.1		0.6		1.8			1.8			2.3			1.8			0.6
Inventory adjustments	—		—		—			—			10.3			—			—
Acquisition related write off	—		—		—			0.9			—			—			—
Loss on early retirement of debt	—		—		—			—			—			2.2			—
Restructuring charges	2.5		6.0		2.9			14.0			6.8			18.2			4.6
Adjusted EBITDA	$	21.1	$	25.3	$	13.6		$	25.4		$	6.0		$	19.0		$	13.3

Second Quarter FY2009 GAAP to Non-GAAP Reconciliation

(Amounts in millions)

	GAAP			Special Items				Non-GAAP
Sales	$	234.8		$	—			$		234.8
Cost of sales	206.8			—				206.8
Gross margin	28.0			—				28.0
S G & A expense	23.8			(1.8		)	A	22.0
R & D expense	7.0			—				7.0
Restructuring charges	18.2			(18.2		)	B	—
Impairment charges	86.9			(86.9		)	C	—
Gain on sale of assets	(28.6		)	28.6			D	—
Operating loss	(79.3		)	78.3				(1.0			)
Net interest expense	5.3			—				5.3
Other (income) expense, net	(5.0		)	—				(5.0			)
Loss on early retirement of debt	2.2			(2.2		)	E	—
Loss before tax	(81.8		)	80.5				(1.3			)
Income tax expense	1.2			1.1			F	2.3
Net loss / Adjusted net loss with respect to Non-GAAP column	$	(83.0	)	$	79.4			$	(3.6		)

Notes:

A - - $1.8 million relates to integration activities associated with business acquisitions

B - - $18.2 million relates to $16.2 million of severance related costs and $2.0 million of equipment relocation costs

C - - $86.9 million relates to goodwill and long-lived asset impairment charges

D - - $28.6 million relates to the gain realized on the sale of the wet tantalum capacitor assets

E - - $2.2 million relates the additional costs incurred with the prepayment of the senior notes

F - - $1.1 million relates to the tax effect of all the pre-tax special charges detailed above

Third Quarter FY2008 GAAP to Non-GAAP Reconciliation

(Amounts in millions)

	GAAP			Special Items				Non-GAAP
Sales	$	228.7		$	—			$	228.7
Cost of sales	188.6			—				188.6
Gross margin	40.1			—				40.1
S G & A expense	28.1			(1.8		)	A	26.3
R & D expense	8.6			—				8.6
Restructuring charges	2.9			(2.9		)	B	—
Impairment charges	2.1			(2.1		)	C	—
Operating income (loss)	(1.6		)	6.8				5.2
Net interest expense	2.3			—				2.3
Other (income) expense, net	(1.5		)	—				(1.5		)
Income (loss) before tax	(2.4		)	6.8				4.4
Income tax expense	5.8			0.2			D	6.0
Net loss / Adjusted net loss with respect to Non-GAAP column	$	(8.2	)	$	6.6			$	(1.6	)

Notes:

A - - $1.8 million relates to integration costs associated with business acquisitions

B - - $2.9 million consists of $1.7 million of severance costs and $1.2 million of equipment relocations

C - - $2.1 million relates to long-lived asset write downs in the U.S. and Germany

D - - $0.2 milllion relates to the tax effect of the special charges detailed above

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 Net Income (Loss)

Adjusted Net Income represents net income before restructuring charges, integration costs, net gains or losses on sales and disposals of assets, equipment relocation costs, impairment charges, losses on the early extinguishment of debt and the related income tax effect on these items.  We present Adjusted Net Income because management believes that it is useful to investors because it provides an alternative way to better understand the underlying operating performance of the business.  Management uses Adjusted Net Income (Non-GAAP financial reporting) to evaluate operating performance.

Adjusted EBITDA

Adjusted EBITDA represents pre-tax income before interest expense, and depreciation and amortization expense, adjusted to exclude restructuring charges, impairment write-downs, acquisition related write offs, inventory adjustments, gain on the sale of certain assets, loss on the early retirement of debt and integration expenses.  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.

Non-GAAP

Financial Measures - Continued

In evaluating Adjusted EBITDA and Adjusted Net Income, you should be aware that in the future we may incur expenses similar to the adjustments in this presentation.  Our presentation of Adjusted EBITDA and Adjusted Net Income should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.  Adjusted EBITDA and Adjusted Net Income 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.

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 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, including those under the notes. You should compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only supplementally.