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 27, 2011

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:

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 27, 2011, KEMET Corporation (the “Company”) issued a News Release announcing the preliminary consolidated results for the second fiscal quarter ended September 30, 2011.

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 27, 2011, the Company will host a conference call to discuss financial results for its second fiscal quarter ended September 30, 2011.  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 27, 2011, 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 27, 2011 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 27, 2011.

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 27, 2011	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
	williamlowe@KEMET.com	deandimke@KEMET.com
	864-963-6484	954-766-2800

KEMET REPORTS SECOND QUARTER OF FISCAL YEAR 2012 RESULTS

·Net sales of $265.5 million in the second quarter up 6.8% compared to prior year second quarter

·GAAP net income per diluted share for the second quarter of fiscal year 2012 of $0.27

·Non-GAAP net income per diluted share for the second quarter of fiscal year 2012 of $0.43

·Adjusted EBITDA of $42.1 million in the second quarter

Greenville, South Carolina (October 27, 2011) - KEMET Corporation (NYSE: KEM) today reported preliminary results for the second fiscal quarter ended September 30, 2011.  Net sales for the quarter ended September 30, 2011 were $265.5 million, which is a 6.8% increase over the same quarter last fiscal year. Net sales for the first half of fiscal year 2012 were $555.4 million which is a 12.8% increase over the same period last fiscal year.

On a U.S. GAAP basis, net income was $14.3 million, or $0.27 per diluted share for the second quarter of fiscal year 2012 compared to a net income of $34.9 million or $0.68 per diluted share for the same quarter last year. The second quarter of fiscal year 2012 includes $1.6 million of restructuring charges primarily associated with the relocation of equipment and personnel reduction costs.  The second quarter of fiscal year 2011 included $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.

Non-GAAP adjusted net income was $22.4 million or $0.43 per diluted share for the second quarter of fiscal year 2012 compared to a $31.9 million of adjusted net income or $0.62 per diluted share for the same quarter last year.

“Throughout most of the quarter we continued to see demand that met our expectations resulting in financial performance in line with our forecast,” said Per Loof KEMET’s Chief Executive Officer.  “The quarter ahead will be challenging as the distribution channel in all regions adjust their inventory position, but we are optimistic that this is a temporary adjustment. Early indications are that the flood disaster in Thailand may have taken a substantial portion of capacitor supply off line. Such effect could mitigate both the inventory corrections and softening demand in our fourth fiscal quarter that ends at March 31, 2012.  We intend to be supportive of those affected by the flooding and we are preparing our operations to fill the supply gap created by this disaster,” continued Loof.

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 January 1, 2012, 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 the write down of long-lived assets; (iii) an increase in the cost or a decrease in the availability of our principal 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) inability to develop innovative products to maintain customer relationships and offset potential price erosion in older products; (x) exposure to claims alleging product defects; (xi) the impact of laws and regulations that apply to our business, including those relating to environmental matters; (xii) volatility of financial and credit markets affecting our access to capital; (xiii) needing to reduce the total costs of our products to remain competitive; (xiv) potential limitation on the use of net operating losses to offset possible future taxable income; (xv) restrictions in our debt agreements that limit our flexibility in operating our business; and (xvi) 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.

2

KEMET CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations

(Amounts in thousands, except per share data)

(Unaudited)

	Quarters ended September 30,						Six Months Ended September 30,
	2011			2010			2011			2010
Net sales	$	265,514		$	248,588		$	555,370		$	492,382
Operating costs and expenses:
Cost of sales	203,319			178,870			413,823			361,756
Selling, general and administrative expenses	28,355			24,999			58,631			49,214
Research and development	7,362			6,224			14,448			12,255
Restructuring charges	1,605			2,303			2,630			4,095
Net (gain) loss on sales and disposals of assets	(40		)	(1,770		)	83			(1,435		)
Total operating costs and expenses	240,601			210,626			489,615			425,885
Operating income	24,913			37,962			65,755			66,497
Other (income) expense:
Interest income	(31		)	(84		)	(74		)	(105		)
Interest expense	7,282			7,334			14,682			14,792
Other (income) expense, net	1,297			(4,792		)	1,202			(3,118		)
Loss on early extinguishment of debt	—			—			—			38,248
Income before income taxes	16,365			35,504			49,945			16,680
Income tax expense	2,047			593			3,778			1,868
Net income	$	14,318		$	34,911		$	46,167		$	14,812
Net income per share:
Basic	$	0.32		$	1.29		$	1.10		$	0.55
Diluted	$	0.27		$	0.68		$	0.88		$	0.29
Weighted-average shares outstanding:
Basic	44,370			27,092			41,924			27,092
Diluted	52,230			51,194			52,307			50,529

3

KEMET CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(Amounts in thousands, except per share data)

	September 30, 2011			March 31, 2011
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	127,163		$	152,051
Accounts receivable, net	114,499			150,370
Inventories, net	224,573			206,440
Restricted cash	36,497			—
Prepaid expenses and other	31,477			28,097
Deferred income taxes	5,351			5,301
Total current assets	539,560			542,259
Property and equipment, net of accumulated depreciation of $762,380 and $740,773 as of September 30, 2011 and March 31, 2011, respectively	310,032			310,412
Goodwill and intangible assets, net	21,329			20,092
Other assets	10,765			11,546
Total assets	$	881,686		$	884,309
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	37,695		$	42,101
Accounts payable, trade	74,424			90,997
Accrued expenses	77,036			88,291
Income taxes payable	3,044			4,265
Total current liabilities	192,199			225,654
Long-term debt, less current portion	229,611			231,215
Other non-current obligations	51,780			59,727
Deferred income taxes	8,559			7,960
Stockholders’ equity:
Preferred stock, par value $0.01, authorized 10,000 shares, none issued	—			—
Common stock, par value $0.01, authorized 175,000 and 300,000 shares, issued 46,508 and 39,508 shares, at September 30, 2011 and March 31, 2011, respectively	465			395
Additional paid-in capital	469,969			479,322
Retained deficit	(41,578		)	(87,745		)
Accumulated other comprehensive income	14,122			22,555
Treasury stock, at cost (1,880 and 2,370 shares at September 30, 2011 and March 31, 2011, respectively)	(43,441		)	(54,774		)
Total stockholders’ equity	399,537			359,753
Total liabilities and stockholders’ equity	$	881,686		$	884,309

4

KEMET CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

	Six Months Ended September 30,
	2011			2010
Sources (uses) of cash and cash equivalents
Operating activities:
Net income	$	46,167		$	14,812
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	23,011			28,642
Amortization of debt discount and debt issuance costs	2,056			2,754
Net (gain) loss on sales and disposals of assets	83			(1,435		)
Stock-based compensation expense	2,175			482
Change in deferred income taxes	379			(418		)
Change in operating assets	18,438			(39,109		)
Change in operating liabilities	(42,517		)	14,376
Other	1,197			(1,907		)
Loss on early extinguishment of debt	—			38,248
Net cash provided by operating activities	50,989			56,445
Investing activities:
Capital expenditures	(20,105		)	(13,821		)
Acquisition, net of cash received	(11,584		)	—
Proceeds from sales of assets	—			5,425
Net cash used in investing activities	(31,689		)	(8,396		)
Financing activities:
Change in restricted cash	(36,497		)	—
Proceeds from issuance of debt	—			227,434
Payments of long-term debt	(4,084		)	(228,543		)
Net payments under other credit facilities	(3,153		)	(1,779		)
Proceeds from exercise of stock options	159			—
Debt issuance costs	(29		)	(7,461		)
Debt extinguishment costs	—			(207		)
Net cash used in financing activities	(43,604		)	(10,556		)
Net increase (decrease) in cash and cash equivalents	(24,304		)	37,493
Effect of foreign currency fluctuations on cash	(584		)	762
Cash and cash equivalents at beginning of fiscal period	152,051			79,199
Cash and cash equivalents at end of fiscal period	$	127,163		$	117,454

5

Non-U.S. GAAP Financial Measures

In this news release, the Company makes reference to certain Non-U.S. GAAP financial measures, including “Adjusted net income”, “Adjusted net income 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 and Adjusted Net Income Per Share

“Adjusted net income” and “Adjusted net income per share” represent net income and net income per share excluding restructuring charges related primarily to equipment moves and employee severance, plant start-up costs, amortization related to debt issuance costs and debt discount, net foreign exchange gain/loss, loss on early extinguishment of debt, net gain/loss on sales and disposals of assets, ERP integration costs, stock-based compensation expense, registration related fees, acquisition related fees, gain on licensing of patents, and income tax effect on non-GAAP adjustments.  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.

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

GAAP to Non-GAAP Reconciliation

	Quarters Ended									Six Months Ended September 30,
	September 30, 2011			June 30, 2011			September 30, 2010			2011		2010
	(Unaudited) (Amounts in thousands, except per share data)
Net sales	$	265,514		$	289,856		$	248,588		$	555,370	$	492,382
Net income	$	14,318		$	31,849		$	34,911		$	46,167	$	14,812
Basic net income per share	$	0.32		$	0.81		$	1.29		$	1.10	$	0.55
Diluted net income per share	$	0.27		$	0.61		$	0.68		$	0.88	$	0.29
Excluding the following items (Non-GAAP)
Net income	$	14,318		$	31,849		$	34,911		$	46,167	$	14,812
Adjustments:
Restructuring charges	1,605			1,025			2,303			2,630		4,095
Plant start-up costs	718			—			—			718		—
Amortization included in interest expense	1,012			1,044			830			2,056		2,754
Net (gain) loss on sales and disposals of assets	(40		)	123			(1,770		)	83		(1,435		)
ERP integration costs	1,918			1,205			375			3,123		655
Stock-based compensation expense	984			1,191			333			2,175		482
Registration related fees	77			204			—			281		—
Acquisition related fees	—			610			—			610		—
Gain on licensing of patents	—			—			(2,000		)	—		(2,000		)
Net foreign exchange (gain) loss	1,391			(123		)	(2,679		)	1,268		(1,407		)
Loss on early extinguishment of debt	—			—			—			—		38,248
Income tax effect of non-GAAP adjustments (1)	406			(159		)	(364		)	247		(632		)
Adjusted net income (excluding adjustments)	$	22,389		$	36,969		$	31,939		$	59,358	$	55,572
Adjusted net income per share (excluding adjustments)
Basic	$	0.50		$	0.94		$	1.18		$	1.42	$	2.05
Diluted	$	0.43		$	0.71		$	0.62		$	1.13	$	1.10

(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.

6

Adjusted EBITDA

Adjusted EBITDA represents net income before income tax expense, net interest expense, and depreciation and amortization expense, adjusted to exclude: restructuring charges, plant start-up costs, net foreign exchange gain/loss, stock-based compensation expense, gain/loss on sales and disposals of assets, ERP integration costs, registration related fees, acquisition related fees, gain on licensing of patents, and loss on early extinguishment of debt.  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 a reconciliation from U.S. GAAP net income to Adjusted EBITDA (amounts in thousands):

	Quarters Ended September 30,						Six Months Ended September 30,
	2011			2010			2011		2010
Net income	$	14,318		$	34,911		$	46,167	$	14,812
Adjustments:
Income tax expense	2,047			593			3,778		1,868
Interest expense, net	7,251			7,250			14,608		14,687
Depreciation and amortization	11,852			14,132			23,011		28,642
Restructuring charges	1,605			2,303			2,630		4,095
Plant start-up costs	718			—			718		—
Net foreign exchange (gain) loss	1,391			(2,679		)	1,268		(1,407		)
Stock-based compensation expense	984			333			2,175		482
Net (gain) loss on sales and disposals of assets	(40		)	(1,770		)	83		(1,435		)
ERP integration costs	1,918			375			3,123		655
Registration related fees	77			—			281		—
Acquisition related fees	—			—			610		—
Gain on licening of patents	—			(2,000		)	—		(2,000		)
Loss on early extinguishment of debt	—			—			—		38,248
Adjusted EBITDA	$	42,121		$	53,448		$	98,452	$	98,647

8

EX-99.2

Exhibit 99.2

Quarter Ended September 30, 2011 Earnings Conference Call October 27, 2011

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 the write down of long-lived assets; (iii) an increase in the cost or a decrease in the availability of our principal 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) inability to develop innovative products to maintain customer relationships and offset potential price erosion in older products; (x) exposure to claims alleging product defects; (xi) the impact of laws and regulations that apply to our business, including those relating to environmental matters; (xii) volatility of financial and credit markets affecting our access to capital; (xiii) needing to reduce the total costs of our products to remain competitive; (xiv) potential limitation on the use of net operating losses to offset possible future taxable income; (xv) restrictions in our debt agreements that limit our flexibility in operating our business; and (xvi) 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. 2

3 Income Statement Highlights- U.S. GAAP 3 (Amounts in thousands, except percentages and per share data) For the Quarters Ended Sep-11 Jun-11 Sep-10 Net sales 265,514 $ 289,856 $ 248,588 $ Gross margin 62,195 $ 79,352 $ 69,718 $ Gross margin as a percentage of net sales 23.4% 27.4% 28.0% Selling, general and administrative expense 28,355 $ 30,276 $ 24,999 $ SG&A as a percentage of net sales 10.7% 10.4% 10.1% Operating income 24,913 $ 40,842 $ 37,962 $ Net income 14,318 $ 31,849 $ 34,911 $ EPS basic 0.32 $ 0.81 $ 1.29 $ EPS diluted 0.27 $ 0.61 $ 0.68 $ Weighted-average shares outstanding: Basic 44,370 39,452 27,092 Diluted 52,230 52,338 51,194

4 Adjusted Net Income (Non-GAAP) 4 (Amounts in thousands, except per share data) For the Quarters Ended Sep-11 Jun-11 Sep-10 Net income 14,318 $ 31,849 $ 34,911 $ Adjustments: Restructuring charges 1,605 1,025 2,303 Plant start-up costs 718 - - Amortization included in interest expense 1,012 1,044 830 Net foreign exchange (gain) loss 1,391 (123) (2,679) Net (gain) loss on disposals of assets (40) 123 (1,770) ERP integration costs 1,918 1,205 375 Stock-based compensation 984 1,191 333 Registration related fees 77 204 - Acquisition related fees - 610 - Gain on licensing of assets - - (2,000) Tax impact of adjustments 406 (159) (364) Adjusted net income 22,389 $ 36,969 $ 31,939 $ Adjusted EPS - basic 0.50 $ 0.94 $ 1.18 $ Adjusted EPS - diluted 0.43 $ 0.71 $ 0.62 $ Weighted-average shares outstanding: Basic 44,370 39,452 27,092 Diluted 52,230 52,338 51,194 Adjusted EBITDA 42,121 $ 56,331 $ 53,448 $ 

5 Adjusted Gross Margin (Non-GAAP) 5 (Amounts in thousands, except percentages) For the Quarters Ended Sep-11 Jun-11 Sep-10 Net sales 265,514 $ 289,856 $ 248,588 $ Cost of sales 203,319 $ 210,504 $ 178,870 $ Adjustments: Stock-based compensation (206) (249) (32) Adjusted cost of sales 203,113 $ 210,255 $ 178,838 $ Adjusted gross margin 62,401 $ 79,601 $ 69,750 $ Adjusted gross margin % 23.5% 27.5% 28.1%

6 Adjusted Operating Income (Non-GAAP) 6 (Amounts in thousands) For the Quarters Ended Sep-11 Jun-11 Sep-10 Operating income 24,913 $ 40,842 $ 37,962 $ Adjustments: Restructuring charges 1,605 1,025 2,303 Plant start-up costs 718 - - Stock-based compensation 984 1,191 333 Net (gain) loss on disposals of assets (40) 123 (1,770) Registration related fees 77 204 - ERP integration costs 1,918 1,205 375 Acquisition related fees - 610 - Adjusted operating income 30,175 $ 45,200 $ 39,203 $ 

Consolidated Operating Results 7 7 $199.9 $213.0 $243.8 $248.6 $264.7 $261.5 $289.9 $265.5 $0.10 $0.14 $0.48 $0.62 $0.64 $0.49 $0.71 $0.43 $0.00 $0.10 $0.20 $0.30 $0.40 $0.50 $0.60 $0.70 $0.80 $0 $50 $100 $150 $200 $250 $300 Q3 FY10 Q4 FY10 Q1 FY11 Q2 FY11 Q3 FY11 Q4 FY11 Q1FY12 Q2FY12 Adjusted EPS - Diluted Revenue Revenue (in millions) Adjusted EPS - Diluted

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 8 8 (Amounts in millions, except days in receivables/payables) Cash, including short-term restricted cash Long-term 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 2.4 $ 34 41 399.5 $ (11.6) 396.0 $ (3.0) (3.6) 267.3 $ 264.7 $ (3.1) 290.8 $ 39 46 5.7 $ (0.3) 268.1 $ 38.0 $ 39.3 $ 232.3 232.4 Sept-11 Impact Jun-11 163.7 $ (0.6) 134.0 $ Exchange Rate 14.4 $ 2.2 $ (0.2) (1) (2)

Adjusted Net Income Reconciliation to Net Income 9 9 (Amounts in thousands, except per share data) Q3 FY11 Q4 FY11 Q1 FY12 Q2 FY12 GAAP Net income 27,167 $ 21,065 $ 31,849 $ 14,318 $ Net income per share (basic) 0.96 $ 0.57 $ 0.81 $ 0.32 $ Net income per share (diluted) 0.52 $ 0.40 $ 0.61 $ 0.27 $ Excluding the following items (Non-GAAP) Net income 27,167 $ 21,065 $ 31,849 $ 14,318 $ Adjustments: Restructuring charges 1,102 1,974 1,025 1,605 Plant start-up costs - - - 718 Net foreign exchange (gain) loss 1,785 (3,266) (123) 1,391 Amortization included in interest expense 1,210 966 1,044 1,012 Stock-based compensation expense 429 872 1,191 984 ERP integration costs 602 658 1,205 1,918 (Gain) loss on sales and disposals of assets 29 145 123 (40) Registration related fees 950 581 204 77 Inventory write-downs - 2,991 - - Acquisition related fees - - 610 - Income tax effect of non-GAAP adjustments (196) (428) (159) 406 Adjusted net income (excluding adjustments) 33,078 $ 25,558 $ 36,969 $ 22,389 $ Adjusted net income per basic share (excluding adjustments) 1.17 $ 0.69 $ 0.94 $ 0.50 $ Adjusted net income per diluted share (excluding adjustments) 0.64 $ 0.49 $ 0.71 $ 0.43 $ 

Adjusted Net Income Reconciliation to Net Income 10 10 (Amounts in thousands, except per share data) Q3 FY10 Q4 FY10 Q1 FY11 Q2 FY11 GAAP Net income (loss) (1,779) $ 317 $ (20,099) $ 34,911 $ Net income (loss) per share (basic) (0.07) $ 0.01 $ (0.74) $ 1.29 $ Net income (loss) per share (diluted) (0.07) $ 0.01 $ (0.74) $ 0.68 $ Excluding the following items (Non-GAAP) Net income (loss) (1,779) $ 317 $ (20,099) $ 34,911 $ Adjustments: Net foreign exchange (gain) loss 562 (2,093) 1,272 (2,679) Amortization included in interest expense 3,703 3,806 1,924 830 Stock-based compensation expense 168 77 149 333 (Gain) loss on sales and disposals of assets 240 (1,501) 335 (1,770) Restructuring charges 1,322 6,609 1,792 2,303 Write down of long-lived assets 656 - - - ERP integration costs - - 280 375 Loss on early extinguishment of debt - - 38,248 - Gain on licensing of patents - - - (2,000) Income tax effect of non-GAAP adjustments (143) (463) (268) (364) Adjusted net income (excluding adjustments) 4,729 $ 6,752 $ 23,633 $ 31,939 $ Adjusted net income per basic share (excluding adjustments) 0.18 $ 0.25 $ 0.87 $ 1.18 $ Adjusted net income per diluted share (excluding adjustments) 0.10 $ 0.14 $ 0.48 $ 0.62 $ 

Adjusted EBITDA Reconciliation to Net Income 11 11 (Amounts in thousands) Q2 FY12 Q1 FY12 Q2 FY11 Net income $ 14,318 $ 31,849 34,911 $ Income tax expense 2,047 1,731 593 Interest expense, net 7,251 7,357 7,250 Depreciation and amortization expense 11,852 11,159 14,132 EBITDA 35,468 52,096 56,886 Adjustments: Stock-based compensation expense 984 1,191 333 Net (gain) loss on disposals of assets (40) 123 (1,770) Net foreign exchange (gain) loss 1,391 (123) (2,679) ERP integration costs 1,918 1,205 375 Restructuring charges 1,605 1,025 2,303 Plant start-up costs 718 - - Registration related fees 77 204 - Acquisition related fees - 610 - Gain on licensing of patents - - (2,000) Total Adjustments 6,653 4,235 (3,438) Adjusted EBITDA $ 42,121 $ 56,331 $ 53,448

Non-GAAP Financial Measures 12 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 operating income Adjusted operating income represents operating income, 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 income or any other performance measure derived in accordance with GAAP. 12

Non-GAAP Financial Measures Continued 13 Adjusted net income (loss) and Adjusted EPS Adjusted net income and Adjusted EPS represent net income 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 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 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 income before income tax expense, interest expense, and depreciation and amortization expense, adjusted to exclude the following: restructuring charges, stock-based compensation expense, net gain/loss on disposals of assets, plant start-up costs, registration related fees, ERP integration costs, net foreign exchange gain/loss, acquisition related fees 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. 13

Non-GAAP Financial Measures Continued 14 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. 14