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): October 28, 2010

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:

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

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

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

oPre-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 October 28, 2010, KEMET Corporation (the “Company”) issued a News Release announcing the preliminary consolidated results for the second fiscal quarter ended September 30, 2010.

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

Item 7.01 Regulation FD Disclosure

On October 28, 2010, the Company will host a conference call to discuss financial results for its second fiscal quarter ended September 30, 2010.  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 October 28, 2010, 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 October 28, 2010 issued by the Company.
99.2	Slide Package prepared for use in connection with the Company’s second fiscal quarter earnings conference call to be held on October 28, 2010.

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: October 28, 2010	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

FOR IMMEDIATE RELEASE

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

KEMET REPORTS SECOND QUARTER OF FISCAL YEAR 2011 RESULTS

·Net sales up 43.5% to $248.6 million compared to $173.3 million for the same quarter last fiscal year

·Gross margin improved to 28.0% compared to 25.0% for the prior quarter ended June 30, 2010

·Earnings per Share of $0.43 per basic share and $0.23 per diluted share

·Adjusted EBITDA of $53.4 million

Greenville, South Carolina (October 28, 2010) - KEMET Corporation (NYSE Amex: KEM) today reported preliminary results for the second fiscal quarter ended September 30, 2010.  Net sales for the quarter ended September 30, 2010 were $248.6 million, which is a 43.5% increase over the same quarter last fiscal year and a 2.0% increase over the prior fiscal quarter ended June 30, 2010 of $243.8 million.

On a U.S. GAAP basis, net income was $34.9 million, or $0.43 per basic share and $0.23 per diluted share for the second quarter of fiscal year 2011 compared to a net loss of $93.1 million or $(1.15) per basic and diluted share for the same quarter last year and compared to a net loss of $20.1 million or $(0.25) per basic and diluted share for the prior fiscal quarter ended June 30, 2010.  The current fiscal quarter includes $2.3 million of restructuring charges primarily associated with the relocation of equipment, a $1.8 million net gain on sales of assets and a $2.0 million gain on licensing of patents.  Conversely, the second quarter of fiscal year 2010 included a $81.1 million non-cash charge related to the mark-to-market adjustment for the Platinum Closing Warrant and $1.3 million of restructuring charges.

Non-GAAP Adjusted net income was $34.3 million or $0.42 per basic share and $0.22 per diluted share for the current fiscal quarter compared to a Non-GAAP Adjusted net loss of $5.8 million, or $(0.07) per basic and diluted share for the same quarter last year and compared to a Non-GAAP Adjusted net income of $22.3 million, or $0.28 per basic share and $0.15 per diluted share for the prior fiscal quarter ended June 30, 2010.

“Traditionally, our second fiscal quarter reflects a slowdown related to the effects of European holidays.  This year demand remained strong throughout the period while we continued to improve our operating efficiencies, contain our operating expenses, and thus increase operating margins benefiting both our net earnings and our cash generation,” said Per Loof KEMET’s Chief Executive Officer.  “Our financial results today significantly exceed our performance prior to the recession and we remain focused on bringing our shareholders increasing value through continued execution of our strategies and strength in our markets,” continued Loof.

About KEMET

The Company’s common stock is listed on the NYSE Amex under the ticker symbol ‘KEM’ (NYSE Amex: 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.

In this news release, the Company makes reference to certain Non-GAAP financial measures, including “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 net income (loss)” and “Adjusted net income (loss) per share” represent net income/loss and net income/loss per share excluding increase in value of warrant, gain/loss on early extinguishment of debt, ERP integration costs, restructuring charges related primarily to equipment moves and employee severance, gain/loss on sales and disposals of assets, amortization related to debt issuance costs and debt discount, cancellation of incentive plan, write off of capitalized advisor fee and gain on licensing of patents.  Management believes that these Non-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-GAAP financial measures to evaluate operating performance.  Non-GAAP financial measures 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 adjusted net income/loss:

	Quarters Ended									Six Months Ended
	Sept. 30, 2010			June 30, 2010			Sept. 30, 2009			Sept. 30, 2010			Sept. 30, 2009
	(Unaudited) (Amounts in thousands, except per share data)
GAAP
Net sales	$	248,588		$	243,794		$	173,265		$	492,382		$	323,432
Net income (loss)	$	34,911		$	(20,099	)	$	(93,075	)	$	14,812		$	(67,985	)
Basic net income (loss) per share	$	0.43		$	(0.25	)	$	(1.15	)	$	0.18		$	(0.84	)
Diluted net income (loss) per share	$	0.23		$	(0.25	)	$	(1.15	)	$	0.10		$	(0.84	)
Excluding the following items (Non-GAAP)
Net income (loss)	$	34,911		$	(20,099	)	$	(93,075	)	$	14,812		$	(67,985	)
Adjustments:
Restructuring charges	2,303			1,792			1,267			4,095			1,267
Amortization included in interest expense	830			1,924			3,319			2,754			5,883
(Gain) loss on early extinguishment of debt	—			38,248			—			38,248			(38,921		)
(Gain) loss on sales and disposals of assets	(1,770		)	335			52			(1,435		)	258
ERP integration costs	375			280			—			655			—
Gain on licensing of patents	(2,000		)	—			—			(2,000		)	—
Cancellation of incentive plan	—			—			1,161			—			1,161
Increase in value of warrant	—			—			81,088			—			81,088
Write off of capitalized advisor fee	—			—			413			—			413
Income tax effect of non-GAAP adjustments (1)	(364		)	(155		)	(67		)	(632		)	671
Adjusted net income (loss) (excluding adjustments)	$	34,285		$	22,325		$	(5,842	)	$	56,497		$	(16,165	)
Adjusted net income (loss) per share (excluding adjustments)
Basic	$	0.42		$	0.28		$	(0.07	)	$	0.70		$	(0.20	)
Diluted	$	0.22		$	0.15		$	(0.07	)	$	0.37		$	(0.20	)

(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

QUIET PERIOD

Beginning January 1, 2011, 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.

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

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) 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) adverse economic conditions could cause further reevaluation and the write down of long-lived assets; (iii) an increase in the cost or a decrease in the availability of our principle raw materials; (iv) changes in the competitive environment; (v) uncertainty of the timing of customer product qualifications in heavily regulated industries; (vi) economic, political, or regulatory changes in the countries in which we operate; (vii) difficulties, delays or unexpected costs in completing the restructuring plan; (viii) inability to attract, train and retain effective employees and management; (ix) the inability to develop innovative products to maintain customer relationships and offset potential price erosion in older products; (x) the impact of laws and regulations that apply to our business, including those relating to environmental matters; (xi) volatility of financial and credit markets which would affect our access to capital; (xii) needing to reduce costs of our products to remain competitive; (xiii) potential limitation on use of net operating losses to offset possible future taxable income; and (xiv) exercise of the warrant by K Equity, LLC which could potentially result in the existence of a controlling stockholder.

3

KEMET CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Amounts in thousands except per share data)

(Unaudited)

	Quarters Ended September 30,						Six Months Ended September 30,
	2010			2009			2010			2009
Net sales	$	248,588		$	173,265		$	492,382		$	323,432
Operating costs and expenses:
Cost of sales	178,870			148,751			361,756			278,412
Selling, general and administrative expenses	24,999			20,513			49,214			38,535
Research and development	6,224			5,569			12,255			10,348
Restructuring charges	2,303			1,267			4,095			1,267
Net (gain) loss on sales and disposals of assets	(1,770		)	52			(1,435		)	258
Total operating costs and expenses	210,626			176,152			425,885			328,820
Operating income (loss)	37,962			(2,887		)	66,497			(5,388		)
Other (income) expense:
Interest income	(84		)	(102		)	(105		)	(133		)
Interest expense	7,334			6,491			14,792			12,310
Increase in value of warrant	—			81,088			—			81,088
(Gain) loss on early extinguishment of debt	—			—			38,248			(38,921		)
Other (income) expense, net	(4,792		)	999			(3,118		)	5,511
Income (loss) before income taxes	35,504			(91,363		)	16,680			(65,243		)
Income tax expense	593			1,712			1,868			2,742
Net income (loss)	$	34,911		$	(93,075	)	$	14,812		$	(67,985	)
Net income (loss) per share (basic)	$	0.43		$	(1.15	)	$	0.18		$	(0.84	)
Net income (loss) per share (diluted)	$	0.23		$	(1.15	)	$	0.10		$	(0.84	)

4

KEMET CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Amounts in thousands, except per share data)

	September 30, 2010			March 31, 2010
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	117,454		$	79,199
Accounts receivable, net	154,289			141,795
Inventories, net	183,676			150,508
Prepaid expenses and other	10,749			14,380
Deferred income taxes	3,735			2,129
Total current assets	469,903			388,011
Property and equipment, net of accumulated depreciation of $708,494 and $686,958 as of September 30, 2010 and March 31, 2010, respectively	307,684			319,878
Intangible assets, net	20,501			21,806
Other assets	10,513			11,266
Total assets	$	808,601		$	740,961
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	5,457		$	17,880
Accounts payable, trade	82,032			78,829
Accrued expenses	77,608			63,606
Income taxes payable	1,818			1,096
Total current liabilities	166,915			161,411
Long-term debt, less current portion	268,825			231,629
Other non-current obligations	58,874			55,626
Deferred income taxes	9,282			8,023
Stockholders’ equity:
Common stock, par value $0.01, authorized 300,000 shares, issued 88,525 shares at September 30, 2010 and March 31, 2010	885			885
Additional paid-in capital	478,518			479,115
Retained deficit	(135,967		)	(150,789		)
Accumulated other comprehensive income	17,120			11,990
Treasury stock, at cost (7,250 and 7,390 shares at September 30, 2010 and March 31, 2010, respectively)	(55,851		)	(56,929		)
Total stockholders’ equity	304,705			284,272
Total liabilities and stockholders’ equity	$	808,601		$	740,961

5

KEMET CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

	Six Months Ended September 30,
	2010			2009
Sources (uses) of cash and cash equivalents
Operating activities:
Net income (loss)	$	14,812		$	(67,985	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
(Gain) loss on early extinguishment of debt	38,248			(38,921		)
Increase in value of warrant	—			81,088
Depreciation and amortization	28,642			25,490
Amortization of debt discount and debt issuance costs	2,754			5,883
Net (gain) loss on sales and disposals of assets	(1,435		)	258
Stock-based compensation expense	482			1,628
Change in deferred income taxes	(418		)	(13		)
Change in operating assets	(39,109		)	11,563
Change in operating liabilities	14,376			2,111
Other	(1,907		)	(346		)
Net cash provided by operating activities	56,445			20,756
Investing activities:
Capital expenditures	(13,821		)	(3,730		)
Proceeds from sales of assets	5,425			—
Net cash used in investing activities	(8,396		)	(3,730		)
Financing activities:
Proceeds from issuance of debt	227,434			57,786
Payments of long-term debt	(228,543		)	(47,719		)
Net payments under other credit facilities	(1,779		)	(1,346		)
Debt issuance costs	(7,461		)	(4,206		)
Debt extinguishment costs	(207		)	(3,605		)
Net cash provided by (used in) financing activities	(10,556		)	910
Net increase in cash and cash equivalents	37,493			17,936
Effect of foreign currency fluctuations on cash	762			272
Cash and cash equivalents at beginning of fiscal period	79,199			39,204
Cash and cash equivalents at end of fiscal period	$	117,454		$	57,412

6

Adjusted EBITDA-Non-GAAP Financial Measure

Adjusted EBITDA represents net income/loss before income tax expense, interest expense, and depreciation and amortization expense, adjusted to exclude restructuring charges, stock-based compensation expense, gain/loss on sales and disposals of assets, loss on early extinguishment of debt, ERP integration costs, foreign exchange transaction gain/loss and gain on licensing of patents.  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 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 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 you should not consider it 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.

7

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

	Q1 FY11			Q2 FY11
Net income (loss)	$	(20,099	)	$	34,911
Income tax expense	1,275			593
Interest expense, net	7,437			7,250
Depreciation and amortization expense	14,510			14,132
Stock-based compensation expense	149			333
(Gain) loss on sales and disposals of assets	335			(1,770		)
Loss on early extinguishment of debt	38,248			—
Foreign exchange transaction (gain) loss	1,272			(2,679		)
ERP integration costs	280			375
Restructuring charges	1,792			2,303
Gain on licensing of patents	—			(2,000		)
Adjusted EBITDA	$	45,199		$	53,448

8

EX-99.2

Exhibit 99.2

Second Fiscal Quarter Ended September 30, 2010 Earnings Conference Call October 28, 2010

Cautionary Statement 2 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) 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) adverse economic conditions could cause further reevaluation and the write down of long-lived assets; (iii) an increase in the cost or a decrease in the availability of our principle raw materials; (iv) changes in the competitive environment; (v) uncertainty of the timing of customer product qualifications in heavily regulated industries; (vi) economic, political, or regulatory changes in the countries in which we operate; (vii) difficulties, delays or unexpected costs in completing the restructuring plan; (viii) inability to attract, train and retain effective employees and management; (ix) the inability to develop innovative products to maintain customer relationships and offset potential price erosion in older products; (x) the impact of laws and regulations that apply to our business, including those relating to environmental matters; (xi) volatility of financial and credit markets which would affect our access to capital; (xii) needing to reduce costs of our products to remain competitive; (xiii) potential limitation on use of net operating losses to offset possible future taxable income; and (xiv) exercise of the warrant by K Equity, LLC which could potentially result in the existence of a controlling stockholder.

3 Income Statement Highlights (Amounts in thousands, GAAP except percentages and per share data) For the Quarters Ended Sep-10 Jun-10 Sep-09 Net sales $248,588 $243,794 $173,265 Gross margin $69,718 $60,908 $24,514 Gross margin as a percentage of net sales 28.0% 25.0% 14.1% Selling, general and administrative expense $24,999 $24,215 $20,513 SG&A as a percentage of net sales 10.1% 9.9% 11.8% Operating income (loss) $37,962 $28,535 ($2,887) Net income (loss) $34,911 ($20,099) ($93,075) EPS basic $0.43 ($0.25) ($1.15) EPS diluted $0.23 ($0.25) ($1.15)

4 Adjusted Operating Income (Non-GAAP) Sep-10 Jun-10 Sep-09 Operating income (loss) 37,962 $ 28,535 $ (2,887) $ Adjustments: Restructuring charges 2,303 1,792 1,267 ERP integration costs 375 280 - (Gain)/loss on sales of assets (1,770) 335 52 Cancellation of incentive plan - - 1,161 Write off of capitalized advisor fees - - 413 Total adjustments 908 2,407 2,893 Adjusted operating income 38,870 $ 30,942 $ 6 $ 

5 Adjusted Net Income (Non-GAAP) (Amounts in thousands, except per share data) For the Quarters Ended Sep-10 Jun-10 Sep-09 Net income (loss) 34,911 $ (20,099) $ (93,075) $ Adjustments: Amortization included in interest expense 830 1,924 3,319 Restructuring charges 2,303 1,792 1,267 (Gain)/loss on disposals of assets (1,770) 335 52 Gain on licensing of patents (2,000) - - Canellation of incentive plan - - 1,161 Write off of capitalized advisor fees - - 413 (Gain)/loss on early extinguishment of debt - 38,248 - Increase in value of warrant - - 81,088 ERP integration costs 375 280 - Tax impact of adjustments (364) (155) (67) Total adjustments (626) 42,424 87,233 Adjusted net income (loss) 34,285 $ 22,325 $ (5,842) $ Adjusted EPS - basic 0.42 $ 0.28 $ (0.07) $ Adjusted EPS - diluted 0.22 $ 0.15 $ (0.07) $ Weighted-average shares outstanding: Basic 81,275 81,135 80,868 Diluted 153,582 148,939 80,868

GM % 11.9% 12.7% -1.2% 13.6% 14.4% 18.2% 20.2% 25.0% 28.0% Consolidated Operating Results - GAAP 6

Balance Sheet Highlights Includes only Receivables, Inventories, and Accounts Payable DSO and DPO are calculated by annualizing the current quarter’s net sales and cost of sales 7 (Amounts in millions, except days in receivables/payables) Cash and Cash Equivalents Restricted Cash Capital Expenditures Short-Term Debt Long-Term Debt Debt Discount Total Debt Equity Net Working Capital (1) Days in Receivable (2) Days in Payables (2) Q2 Sep Exchange Rate June 2010 Impact 2010 117.5 $ 1.2 66.0 $ 2.3 $ 0.3 2.0 $ 6.9 $ 6.9 $ 5.5 $ 5.0 $ 275.1 273.7 (6.3) (6.3) 274.3 $ 0.9 272.4 $ 304.7 $ 253.6 $ 256.0 $ 3.8 239.9 $ 52 54 42 35 (1) (2)

Adjusted EBITDA Reconciliation to Net Income 8 Continued.... (Amounts in thousands) Q2 FY09 Q3 FY09 Q4 FY09 Q1 FY10 Q2 FY10 Net income (loss) $ (85,068) $ (13,148) $ 2,382 $ 25,090 $ (93,075) Income tax expense (benefit) 1,205 793 (5,120) 1,030 1,712 Interest expense, net 7,405 6,571 7,704 5,788 6,389 Depreciation and amortization expense 12,246 12,253 15,512 12,264 13,288 Stock-based compensation expense 329 247 (45) 241 1,387 Increase in value of warrant - - - - 81,088 Goodwill impairment 85,680 - - - - Write down of long-lived assets 1,227 - 2,469 - - (Gain)/loss on disposal of assets (28,489) 1,054 1,731 206 52 Curtailment gains on benefit plans - - (30,835) - - (Gain) loss on early extinguishment of debt 2,212 - - (38,921) - Foreign exchange transaction (gain)/loss (4,251) (3,783) (6,721) 4,221 1,419 Acquisition integration costs 1,830 623 543 - - Restructuring charges 18,210 4,572 1,295 - 1,267 Adjusted EBITDA $ 12,536 $ 9,182 $ (11,085) $ 9,919 $ 13,527

Adjusted EBITDA Reconciliation to Net Income 9 (Amounts in thousands) Q3 FY10 Q4 FY10 Q1 FY11 Q2 FY11 Net income (loss) $ (1,779) $ 317 $ (20,099) 34,911 $ Income tax expense (benefit) (93) 2,387 1,275 593 Interest expense, net 7,420 6,223 7,437 7,250 Depreciation and amortization expense 13,701 13,391 14,510 14,132 Stock-based compensation expense 160 77 149 333 Write down of long-lived assets 656 - - - (Gain)/loss on disposal of assets 240 (1,501) 335 (1,770) Loss on early extinguishment of debt - - 38,248 - Foreign exchange transaction (gain)/loss 523 (2,057) 1,272 (2,679) ERP integration costs - - 280 375 Restructuring charges 1,322 6,609 1,792 2,303 Gain on licensing of patents - - - (2,000) Adjusted EBITDA $ 22,150 $ 25,446 $ 45,199 $ 53,448

Non-GAAP Financial Measures 10 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 operating income (loss) Adjusted operating income (loss) represents operating income (loss), excluding adjustments which are outlined in the quantitative reconciliation provided earlier in this presentation. Management uses Adjusted operating income (loss) 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 the underlying operating performance of the Company. Adjusted operating income (loss) should not be considered as an alternative to operating income or any other performance measure derived in accordance with GAAP. 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 (loss) 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.

Non-GAAP Financial Measures Continued 11 Adjusted EBITDA Adjusted EBITDA represents net income (loss) before income tax expense, interest expense, and depreciation and amortization expense, adjusted to exclude increase in value of warrant, goodwill impairment charges, restructuring charges, write down of long-lived assets, stock-based compensation expense, gain/loss on disposals of assets, gain/loss on the early extinguishment of debt, integration costs, foreign exchange transaction gain/loss, curtailment gains on benefit plans and gain on licensing of patents. 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.

Non-GAAP Financial Measures Continued 12 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. You should compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only supplementally.