GLOBAL BRASS & COPPER HOLDINGS, INC. (Form: 8-K, Received: 03/19/2014 08:51:55)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 17, 2014

GLOBAL BRASS AND COPPER HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35938

06-1826563

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

475 N. Martingale Road Suite 1050

Schaumburg, IL

60173

(Address of principal executive offices)

(Zip Code)

(847) 240-4700

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to satisfy simultaneously the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

On March 18, 2014, Global Brass and Copper Holdings, Inc. (the “Company”) issued a press release reporting financial results for the fourth quarter and full year of 2013 and providing its guidance for the full year of 2014. A copy of the press release is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.

The information contained in this Item 2.02 or Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of CEO John H. Walker and Election of John J. Wasz

On March 17, 2014, John H. Walker announced his retirement and resignation as the Chief Executive Officer of the Company effective immediately. Mr. Walker will continue as non-executive Chairman of the Company’s Board of Directors (the “Board”), for a term ending at the 2016 annual meeting of stockholders of the Company. The Board thanks Mr. Walker for his years of dedicated service and his many contributions to the Company.

Also on March 17, 2014, the Company announced that the Board has elected John J. Wasz as the new Chief Executive Officer and President of the Company effective immediately. The Board also elected Mr. Wasz as a Class II director to fill an existing vacancy on the Board in accordance with the Company’s Amended and Restated Certificate of Incorporation, effective immediately.

Mr. Wasz, age 53, has served as President of the Company since September 6, 2013, as the Chief Operating Officer of the Company since January 9, 2012, and as the President of Olin Brass since 2010. From 2008 to 2009, Mr. Wasz was the special advisor to the chief executive officer of Aleris International, Inc. From 2004 to 2008, Mr. Wasz served as executive vice president and president of Aleris Rolled Products North America, an aluminum manufacturer. Prior to that time, from 1999 to 2001, he served as executive vice president and president of Alflex, a manufacturer of electrical armored cable, and prior to that Mr. Wasz held the position of vice president of operations of Alflex. Additionally, Mr. Wasz has served in several other management capacities at other predecessor companies. Except as disclosed in the Company’s Prospectus Supplement, dated January 22, 2014, under the heading “Certain Relationships and Related Party Transactions,” Mr. Wasz does not have any other relationships requiring disclosure under Item 404(a) of Regulation S-K.

In connection with the transition, commencing on March 18, 2014, Mr. Wasz will receive an initial annual base salary of $725,000 and will be eligible to receive a target annual bonus equal to 100% of his base salary. Mr. Wasz will continue to be eligible to participate in the Company’s Omnibus Equity Incentive Plan. The Company and Mr. Wasz are negotiating a new employment agreement, which is expected to be effective in the near future.

On March 17, 2014, the Board also approved compensation for Mr. Walker in connection with his retirement as Chief Executive Officer and retention as the non-executive Chairman of the Board. Mr. Walker will receive an annual retainer of $261,000 per year for his service as non-executive Chairman of the Board. In addition, the Company will provide for 18 months of continuing health benefits coverage under COBRA (the Consolidated Omnibus Budget Reconciliation Act, as amended) from his last date of employment with the Company, and he will receive compensation under the terms of his existing employment agreement through April 4, 2014.

A copy of the press release announcing Mr. Wasz’s election as Chief Executive Officer and Mr. Walker’s retirement is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Robert T. Micchelli Severance Agreement

On March 17, 2014, the Company entered into an amended and restated severance agreement with its Chief Financial Officer, Robert T. Micchelli (the “Severance Agreement”). The Severance Agreement provides for payments to Mr. Micchelli if the Company terminates his employment with the Company without “Cause” or if he resigns from employment with the Company for “Good Reason” (each as defined in the Severance Agreement).

If Mr. Micchelli is terminated without Cause or resigns for Good Reason, his Severance Agreement entitles him to an amount, payable in a cash lump sum, equal to (i) one year of base pay at the highest rate of base salary during the one year period immediately prior to the termination and (ii) the higher of (x) the target annual bonus amount for the year preceding the termination, (y) the average annual bonus over the three years immediately prior to his termination, and (z) 70% of one year of base pay at the highest rate of base salary during the one year period immediately prior to the termination. In addition, Mr. Micchelli would be entitled to (i) continued health and welfare participation for one year following such occurrence (unless he obtains coverage from a new employer), (ii) COBRA coverage at the end of such one year period (if he has not obtained new coverage), (iii) reimbursement in an amount not to exceed $25,000 for up to 12 months of senior executive-level career transition assistance, and (iv) vesting of his equity awards shall be accelerated as described in the following paragraph.

If Mr. Micchelli has attained age 60 years on or before his termination without Cause or his resignation for Good Reason, his equity awards, shall vest in accordance with all of the applicable equity award agreements then in effect. If Mr. Micchelli has not attained age 60 years on or before such termination, a portion of his equity awards shall become vested. The portion of his unvested options and unvested restricted stock that become vested upon the termination shall be equal to a percentage determined by multiplying the number of unvested option shares and unvested restricted shares by a fraction, the numerator of which is the number of calendar days between October 2, 2013, and the termination, and the denominator of which is 730 (the “Pre-60 Percentage”). The portion of his unvested performance shares that become vested and earned upon the termination (i) shall be calculated in accordance with the terms of the applicable performance share award agreement as if Mr. Micchelli had terminated due to retirement after attaining age 60 years, and (ii) then that number of performance shares earned shall be multiplied by the Pre-60 Percentage. Any other unvested equity awards held by Mr. Micchelli shall become earned and/or vested in accordance with the terms and operation of the applicable award agreement, multiplied by the Pre-60 Percentage.

Mr. Micchelli is subject to a non-competition covenant that extends for 12 months following his termination of employment for any reason, a loyalty covenant that extends for 24 months following his termination of employment for any reason, a nondisparagement covenant, as well as a confidentiality covenant extending for five years following any termination of the Severance Agreement.

In consideration for Mr. Micchelli’s agreement to relinquish his right (under his prior agreement) to terminate employment and collect full severance upon the retirement of John H. Walker as CEO, to retain Mr. Micchelli until at least age 60, and to incentivize him to identify and prepare his successor, the Company agreed to make a lump sum cash payment under the amended Severance Agreement in the amount of $400,000 on the date Mr. Micchelli attains age 60, provided generally, that he (i) remains continuously employed by the Company as Chief Financial Officer until he attains age 60 and (ii) shall have used his best efforts to identify, recruit, or prepare one or more potential candidates for succession to the position of Chief Financial Officer. Notwithstanding the foregoing, if Mr. Micchelli leaves employment before he attains age 60 because he has been terminated other than for Cause, resigns for Good Reason or by reason of death or Disability (as defined in the Severance Agreement) before that date, the Company will also make the lump sum cash payment to him of $400,000. All severance payments and benefits are contingent upon Mr. Micchelli executing a general release in claims in favor of the Company.

The Severance Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The above description of the Severance Agreement is not complete and is qualified in its entirety by reference to Exhibit 10.1 hereto.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits:


Exhibit Number		Exhibit Description

10.1		Severance Agreement, by and between Robert T. Micchelli and Global Brass and Copper, Inc., dated March 17, 2014.

99.1		Press release issued March 17, 2014, announcing Mr. Wasz’s election as Chief Executive Officer and Mr. Walker’s retirement and resignation.

99.2		Press release issued March 18, 2014, announcing financial results, furnished herewith.

SIGNATURES

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


	GLOBAL BRASS AND COPPER HOLDINGS, INC.

Date: March 19, 2014	By:	/s/ Robert T. Micchelli
		Name:	Robert T. Micchelli
		Title:	Chief Financial Officer

EXHIBIT INDEX


Exhibit Number		Exhibit Description

10.1		Severance Agreement, by and between Robert T. Micchelli and Global Brass and Copper, Inc., dated March 17, 2014.

99.1		Press release issued March 17, 2014, announcing Mr. Wasz’s election as Chief Executive Officer and Mr. Walker’s retirement and resignation.

99.2		Press release issued March 18, 2014, announcing financial results, furnished herewith.

Exhibit 10.1

AMENDED AND RESTATED SEVERANCE AGREEMENT

This AMENDED AND RESTATED SEVERANCE AGREEMENT (the “Agreement”) is made this day of March 2014, by and among Global Brass and Copper, Inc., a Delaware corporation (the “Company”), Global Brass and Copper Holdings, Inc., a Delaware corporation (“GBCH”), and Robert T. Micchelli (“Executive”). The Company, GBCH, and Executive are referred to herein collectively as the “Parties” or individually as a “Party.”

RECITALS:

WHEREAS, Executive currently serves as the Chief Financial Officer of the Company and GBCH, reporting to the Chief Executive Officer (“CEO”) of the Company and GBCH; and

WHEREAS, the Company and Executive previously entered into that certain Severance Agreement dated October 20, 2011 (the “2011 Severance Agreement”); and

WHEREAS, Section 3.02 of the 2011 Severance Agreement provides that the Severance Agreement may be amended by the Company and Executive, and the Parties now consider it desirable to amend and restate the Severance Agreement in its entirety; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, including Section 3.13, and intending to be legally bound, the Parties hereby agree as follows.

ARTICLE I

Employment and Termination

1.01

At Will Employment . Executive shall continue to be an at will employee of the Company. Executive shall be entitled to receive such compensation and benefits as the GBCH Board of Directors (the “Board”) and management of the Company shall determine appropriate from time to time, subject to the rights that may be created in Executive under the definition of Good Reason below. This Agreement is not a contract of employment and shall not be interpreted to change Executive’s status as an employee at will of the Company. The purpose of this Agreement is to provide for payment of severance amounts in the event Executive’s employment with the Company terminates under the specific terms and conditions set forth herein.

1.02

Severance . In the event of the occurrence of any Triggering Event (as hereinafter defined), Executive shall be furnished a comprehensive general waiver and release of claims against the Company and GBCH substantially in the form attached as Exhibit A hereto (the “Release”) within five (5) business days of the Triggering Event, and subject to Executive’s execution, delivery, and nonrevocation of the Release (or, in event of Executive’s death, execution, delivery, and nonrevocation of the Release of claims by Executive’s surviving spouse, estate, or legal representative) within sixty (60) calendar days following a Triggering Event (the “Release Condition”), (A) the Company shall provide to Executive a lump-sum severance payment in immediately available funds in an amount equal to the sum of (i) one (1) year of base pay at the highest rate of base salary payable to Executive during the one-year period immediately prior to the Triggering Event and (ii) the higher of (x) the target annual bonus amount established for

Executive under any annual bonus plan, such as the Executive Officers 2013 Annual Incentive Plan or any similar or successor plan providing annual or short-term incentive payments to Executive (the “Bonus Plan”), for the year preceding the Triggering Event, (y) the average annual bonus of Executive over the three (3) years immediately prior to the year of the Triggering Event, and (z) the amount set forth on Exhibit B, and (B) the Company will cause to be provided to Executive coverage under or equal in value to the Company’s health plan, dental plan, and life insurance plan and coverage to each dependent of Executive covered under the health plan and dental plan immediately prior to the Triggering Event on the same terms and conditions as the Company provides such coverages to active employees and dependents and at a cost to Executive per period of coverage equal to the periodic contribution amount charged to active employees for a period of one (1) year or, if earlier, until Executive secures comparable coverages under comparable terms and conditions under a successor employer’s health, dental, and life plans, (C) the Company will reimburse Executive in an amount not to exceed $25,000 for up to twelve (12) months of senior executive-level career transition assistance by a recognized outplacement firm selected by Executive, provided that Executive commences to utilize the program not later than six (6) months following the Triggering Event, and (D) vesting of Executive’s unvested option shares, restricted shares, and performance shares shall be accelerated as described in Section 1.03 below. The payments and benefits provided under clauses (A) through (D) of the preceding sentence are referred to herein as the “Severance Benefits.” If Executive has not secured comparable coverage under a successor employer’s health plan at the end of one year, Executive’s rights under COBRA shall begin upon the loss of coverage after the one-year continuation described in the preceding sentence. Payments and benefits that do not constitute nonqualified deferred compensation and are not subject to Section 409A (as defined below) shall commence five (5) calendar days after the Release Condition is satisfied and payments and benefits which are subject to Section 409A shall commence on the sixtieth (60 ^th ) calendar day after termination of employment (subject to further delay, if required pursuant to Section 3.11(b) below), provided that the Release Condition is satisfied. This severance payment and benefits shall be in lieu of any other severance payments or benefits available under the previously executed letter agreement or any severance policy or procedure of the Company. The severance amount shall be in lieu of and satisfaction of any amount otherwise payable under the Bonus Plan.

1.03	Accelerating Award Vesting . Upon a Triggering Event, the vesting of Executive’s unvested options, restricted stock, performance shares, and other equity awards, shall be wholly or partly accelerated as follows:

(a)

If Executive has attained age sixty (60) years on or before the Triggering Event, Executive’s unvested options, restricted stock, performance shares, and any other equity awards, shall vest in accordance with all of the applicable equity award agreements then in effect between the Executive and the Company.

(b)

If Executive has not attained age sixty (60) years on or before the Triggering Event, a portion of Executive’s unvested options, restricted stock, performance shares, and other equity awards shall become vested upon the Triggering Event. The portion of Executive’s unvested options and unvested restricted stock that

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become vested upon the Triggering Event shall be equal to a percentage determined by multiplying the number of unvested option shares and unvested restricted shares by a fraction, the numerator of which is the number of calendar days between October 2, 2013, and the Triggering Event, and the denominator of which is seven hundred thirty (730) (the “Pre-60 Percentage”). The portion of Executive’s unvested performance shares that become vested and earned upon the Triggering Event (i) shall be calculated in accordance with the terms of the applicable performance share award agreement (including, for example, any applicable pro ration provisions and any performance chart in the applicable performance share award agreement), as if Executive had terminated due to retirement after attaining age sixty (60) years, and (ii) then that number of performance shares earned shall be multiplied by the Pre-60 Percentage. For illustrative purposes, with respect to Executive’s 2013 performance share award, if Executive separated on April 1, 2014, and the Committee determined that the actual RONA achieved through that date was 14.1%, the number of performance shares earned would be 18,282, to which a pro ration fraction of 306/1095 would be applied pursuant to the 2013 performance share award agreement, resulting in a figure of 5,109 performance shares, to which the Pre-60 Percentage fraction of 181/730 would be applied pursuant to this Section 1.03(b), resulting in 1,267 performance shares being earned and vested and paid out to Executive in accordance with the terms of the 2013 award agreement. Any other unvested equity awards held by Executive shall become earned and/or vested in accordance with the terms and operation of the applicable award agreement, multiplied by the Pre-60 Percentage in accordance with the intent of this Section 1.03(b).

With respect to any equity award that includes any performance condition, including but not limited to Executive’s existing performance share awards, Executive shall recuse himself from the Board’s determination of whether any performance condition set forth in the applicable equity award agreement has been achieved (including but not limited to the RONA calculation as set forth in the Executive’s 2013 Performance Share Award Agreement, or any similar performance metric used for any equity award agreement). The portion of Executive’s unvested options and restricted stock that do not become vested, and the portion of the performance shares (or similar equity award) that are not earned and vested under Sections 1.03(a) and (b) above shall be forfeited.

1.04

Accrued Payments . In addition to the Severance Benefits, Executive shall be entitled to receive as soon as practicable, and in all events within thirty (30) calendar days following the date of the Triggering Event, (i) payment of any accrued but unpaid base salary, any accrued and unreimbursed business expenses in accordance with Company policy, and any accrued but unused vacation in each case accrued or incurred through the date of the Triggering Event, (ii) any payments, benefits, or entitlements that are vested, fully and unconditionally earned pursuant to any Company plan, policy, program, or arrangement or other agreement, other than those providing for severance, separation pay, or salary continuation payments or benefits (collectively, the “Accrued Payments”).

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1.05	Triggering Event . A Triggering Event shall be deemed to occur if the Company terminates Executive’s employment with the Company without Cause or Executive resigns for Good Reason.

1.06

Termination by the Company for Cause . For purposes of this Agreement, “Cause” shall mean (i) willful failure or refusal to perform Executive’s duties as Chief Financial Officer of the Company after written notice from the CEO; (ii) willful misconduct or gross negligence in the performance of Executive’s duties to the Company that has an adverse effect on the Company after receipt of at least one warning from the Company; (iii) intentional breach of a written covenant with or written policy of the Company relating to the use and preservation of intellectual property and/or confidentiality; (iv) being impaired by or under the influence of alcohol, illegal drugs, or controlled substances while working or while on the property of the Company or any of its affiliated entities; (v) conviction of or plea of nolo contendre to a felony; or (vi) dishonest, disloyal, or illegal conduct or gross misconduct which materially and adversely affects Executive’s performance or the reputation or business of the Company (it being agreed that a petty offense or a violation of the motor vehicle code shall not constitute Cause), provided , however , that prior to the determination that “Cause” under clause (i), (ii), (iii), (iv), or (vi) of this Section 1.06 has occurred, the Board shall (x) provide to Executive in writing, in reasonable detail, the reasons for the determination that such “Cause” exists, (y) afford Executive a thirty (30) day opportunity to remedy any such breach, if such breach is capable of being remedied during such 30-day period, and (z) provide Executive an opportunity to be heard prior to the final decision to terminate Executive’s employment hereunder for such “Cause.” Notwithstanding the preceding sentence, the Board may terminate Executive without any advance notification if the “Cause” event is incapable of reasonably prompt cure or if the Board determines that its fiduciary duty requires such termination. The Board shall make any decision that “Cause” exists in good faith. For purposes of this Agreement, no act or failure to act on Executive’s part shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that her/his action or omission was in the best interests of the Company or any successor or affiliate. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company, or any successor or affiliate, shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company, or any successor or affiliate thereof.

1.07

Resignation by Executive for Good Reason . For purposes of this Agreement, “Good Reason” shall mean any of the following without Executive’s prior written consent: (i) any change in Executive’s title or reporting relationship that does not reasonably constitute a promotion; (ii) assignment of duties materially and adversely inconsistent with Executive’s position as Chief Financial Officer of the Company or Chief Financial Officer of GBCH, or which results in a material diminution in such position, authority, duties, or responsibilities as herein contemplated; (iii) any material diminution in Executive’s base salary, annual bonus opportunity, benefits, and annual equity incentive awards in the aggregate, excluding any reduction in Executive’s annual equity incentive awards that (A) is applicable to all similarly situated executives or (B) is ten percent (10%) or less and results from adjustments to the allocation of a fixed pool among

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similarly situated executives; (iv) any requirement that Executive relocate his principal residence from his principal residence on the date hereof; or (v) any change in Executive’s principal place of business that results in a one-way commute of greater than forty (40) miles from his principal residence on the date hereof; provided, however, that Executive must provide written notice of any event claimed to constitute Good Reason within sixty (60) calendar days of the initial occurrence of such event; and provided, further, that in each case the Company has failed to cure the applicable circumstance within thirty (30) calendar days following written notice from Executive. Executive shall not be entitled to terminate his employment for Good Reason with respect to specified events unless Executive tenders resignation for Good Reason within thirty (30) calendar days of the Company’s failure to cure.

1.08

Resignation from Other Positions on Termination . Executive acknowledges and agrees that effective as of the date of the Triggering Event, Executive shall be deemed to have resigned from any and all titles, positions, and appointments Executive holds in the Company, GBCH, or any of their subsidiaries, affiliates, or employee benefit plans, whether as an officer, director, employee, consultant, independent contractor, fiduciary, or otherwise. Executive agrees to execute such documents as the Company, in its sole discretion, shall reasonably deem necessary to effect such resignations.

ARTICLE II

Executive’s Covenants and Agreements

In addition to any obligations Executive may have with respect to the following subject matter under and covenant to or policy of the Company in effect on the date of Executive’s termination of employment, Executive agrees to the promises set forth in Sections 2.01, 2.02, and 2.03 as follows.

2.01

Confidentiality . During the term of this Agreement and continuing for a period of five (5) years subsequent to the expiration or termination of this Agreement, Executive shall maintain in the strictest confidence any and all information regarding the Company, and its affiliated organizations, regarding their methods of operations; contracts and agreements; financial information and financial statements; vendor, customer, and marketing information and lists; policies and procedures; personnel, employment practices and conditions; marketing and strategic plans and initiatives; customer and supplier relationships; prices and contracts; price structure; cost structure; and any and all other information obtained directly or indirectly by Executive deemed by the Company or its affiliated organizations to be confidential (all of the foregoing shall be identified hereinafter as “Confidential Information”). Executive shall not disclose any portion of Confidential Information without the prior written consent of the Company. Executive shall limit his use of Confidential Information to the performance of his duties, responsibilities, and obligations pursuant to this Agreement and for no other purpose. Upon the termination of Executive’s employment with the Company, Executive shall promptly deliver to the Company all Confidential Information and correspondence, drawings, blueprints, manuals, letters, notes, notebooks, reports, flow charts, programs, proposals, and any other written documents obtaining Confidential Information.

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2.02

Loyalty . Executive shall act with diligence and fidelity to the best of Executive’s ability in furtherance of the best interests of the Company and its affiliated organizations. During the term of Executive’s employment with the Company, or its affiliated organizations, including all extensions and renewals, and for a period of twenty-four (24) months thereafter, Executive shall not directly or indirectly recruit, persuade, or encourage employees, vendors, customers, or any other Parties maintaining relationships with the Company or its affiliated organizations to terminate or modify their relationship in any way that would be detrimental to the Company or its affiliated organizations.

2.03

Noncompetition . During the term of Executive’s employment with the Company, or its affiliated organizations, including all extensions and renewals, and for a period of twelve (12) months thereafter, Executive shall not provide services, directly or indirectly, as an Executive, principal, partner, contractor, consultant, director, officer, shareholder, or otherwise to any business entity that competes with the Company in any of the principal markets in which the Company markets its products.

2.04

Consideration and Acknowledgements . Executive agrees that this Article II has been negotiated on an arms-length basis between the Parties and represents material consideration relative to this Agreement. Executive acknowledges that Executive has entered into this Agreement knowingly and voluntarily after being given the opportunity to consult with independent counsel and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is necessary for the protection of the Confidential Information, business strategies, employee and customer relationships, and goodwill of the Company, and its subsidiaries and affiliates now existing or to be developed in the future. Executive expressly acknowledges and agrees that each restraint imposed by this Agreement is reasonable with respect to subject matter, time period, and geographical area and Executive’s experience and capabilities are such that Executive has other opportunities to earn a livelihood and adequate means of support for Executive and Executive’s dependents while complying with the restrictive covenants contained in Sections 2.01, 2.02, and 2.03.

2.05

Nondisparagement . Executive shall not, whether in writing or orally, malign, denigrate, or disparage the Company or its parent and its and their respective subsidiaries, affiliates, predecessors, or successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents, or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise make any public statements (whether in writing or orally) that tend to portray any of the aforementioned Parties in an unfavorable light. The members of the Board or the board of directors of the Company and the executives of GBCH shall not, whether in writing or orally, malign, denigrate, or disparage Executive or otherwise make any public statements (whether in writing or orally) that tend to portray Executive in an unfavorable light. Nothing in this Section 2.05 shall or shall be deemed to prevent or impair the Parties from pleading or testifying, to the extent that they reasonably believe their pleadings or testimony to be true, in any legal or administrative proceeding if such testimony is compelled or requested, or from otherwise complying with legal requirements.

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ARTICLE III

Miscellaneous

3.01

Severability . If any term or provision of this Agreement or the application hereof to any person or circumstance shall to any extent be held invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall, notwithstanding said invalidity, remain valid and enforceable to the fullest extent permitted by law.

3.02

Entire Agreement/Amendment . This Agreement represents the entire agreement of the Parties and supersedes all prior agreements and understandings, whether verbal or written, concerning severance compensation to be paid on or after Executive’s termination of employment. This Agreement may be amended only by a written agreement signed by both Parties. For the avoidance of doubt, this Agreement does not supersede the Equity Incentive Plan or agreements executed in connection with the Equity Incentive Plan and Executive shall have any rights he may have under the Equity Incentive Plan and agreements executed in connection with the Equity Incentive Plan.

3.03

Remedies upon Breach . The Parties to this Agreement acknowledge that a Party’s remedy at law for a breach by the other Party of the provisions of the Agreement, including, but not limited to Article II hereof, will be inadequate. Accordingly, in the event of the breach or threatened breach by a Party of the provisions of this Agreement, including, but not limited to Article II hereof, the other Party shall be entitled to injunctive relief in addition to any other remedy it may have.

3.04	Release and Waiver . Notwithstanding any other provision of this Agreement to the contrary, Executive acknowledges and agrees that any and all payments and benefits, other than the Accrued Payments, are conditioned upon and subject to Executive’s satisfaction of the Release Condition.

3.05

Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. The Parties hereto submit to the in personam jurisdiction of the federal and state courts in the District or county, respectively, in which Schaumburg, Illinois is situated and agree that such courts shall be the sole and exclusive forum for the resolution of any disputes between them.

3.06	Assignability . This Agreement is personal to the Parties and may not be assigned by either of the Parties without the prior written consent of the other Party hereto.

3.07

Agreement Binding; Joint and Several Payment Obligations . This Agreement shall be binding upon and inure to the benefit of and be enforceable by Executive’s heirs, executors, distributees, devisees, legatees, legal representatives, and permitted assigns and the successors and assigns of the Company and/or GBCH. If Executive dies before any Severance Benefits or Accrued Payments are fully paid or provided, the Company will continue to pay or provide such Severance Benefits and/or Accrued Payments to Executive’s surviving spouse or estate.

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3.08	Headings . The headings of this Agreement are for convenience of reference only and shall not affect the construction or interpretation of any of the provision hereof.

3.09	Waiver . No failure by either Party to exercise any of such Party’s rights or remedies hereunder and no custom or practice at variance with the terms hereof shall constitute a waiver or right to demand strict compliance with the terms of this Agreement at any time.

3.10	Notices . Any notice provided for or concerning this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or by United States Certified Mail – Return Receipt Requested and postage prepaid, addressed as follows:

To the Company:

Global Brass and Copper, Inc.

475 N. Martingale Road, Suite 1050

Schaumburg, IL 60173

Attention: Chief Executive Officer

With a copy to: General Counsel

To Executive:

Robert T. Micchelli

[ADDRESS]

Either Party may change its address for receipt of notices pursuant to this Agreement by providing written notice of such change to the other Party pursuant to the provisions hereof.

3.11	Section 409A .

(a)

For purposes of this Agreement, “ Section 409A ” means Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time. The Parties intend that any amounts payable hereunder that could constitute “deferred compensation” within the meaning of Section 409A will be compliant with Section 409A. Notwithstanding the foregoing, Executive shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of Executive in connection with this Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Subsidiaries or Affiliates shall have any obligation to indemnify or otherwise hold Executive (or any beneficiary) harmless from any or all of such taxes or penalties.

(b)

Notwithstanding anything in this Agreement to the contrary, in the event that Executive is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) and Executive is not “disabled” within the meaning of Section 409A(a)(2)(C), no payments hereunder that are “deferred compensation” subject to Section 409A shall be made to Executive prior to the date that is six (6) months after the date of Executive’s “separation from service” (as defined in Section 409A) or, if earlier, Executive’s date of death. Following any applicable six (6)

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month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A that is also a business day. For purposes of Section 409A, each of the payments that may be made under Section 1.02 is designated as separate payments for purposes of Section 409A.

(c)

For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A.

(d)

To the extent that any reimbursements pursuant to this Agreement are taxable to Executive, any such reimbursement payment due to Executive shall be paid to Executive as promptly as practicable consistent with Company practice following Executive’s appropriate itemization and substantiation of expenses incurred, and in all events on or before the last day of Executive’s taxable year following the taxable year in which the related expense was incurred. The reimbursements pursuant to this Agreement are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that Executive receives in any other taxable year.

3.12	Withholding; Taxes . The Company may deduct and withhold from any amounts payable under this Agreement such federal, state, local, non-U.S. or other taxes as are required or permitted to be withheld pursuant to any applicable law or regulation.

3.13

Consideration . As consideration for execution of this Amended and Restated Severance Agreement, the Company will make a lump sum cash payment to Executive of four hundred thousand dollars ($400,000), less applicable withholdings, on the date Executive attains age sixty (60) years, provided that Executive satisfies the following requirements: (a) Executive remains continuously employed by the Company and GBCH as Chief Financial Officer until Executive attains age sixty (60) years (or the Company or GBCH terminates Executive’s employment other than for Cause, Executive resigns for Good Reason, or Executive leaves employment by reason of death or “Disability” (as such term is defined in the Company’s 2013 Omnibus Equity Incentive Plan), before that date), and (b) Executive shall have used his best efforts to identify, recruit, or prepare one or more potential candidates for succession to the position of Chief Financial Officer by that date. For the avoidance of doubt, nothing in this provision shall require Executive to retire or otherwise terminate employment at age sixty (60) years in order to receive the payment. Notwithstanding the foregoing, if Executive leaves employment before he attains age sixty (60) years because he has been terminated other than for Cause, Executive resigns for Good Reason or by reason of death or Disability before that date, the Company will make the lump sum cash payment to Executive (or his estate, if applicable) of four hundred thousand dollars ($400,000), less applicable withholdings, not later than thirty (30) days following the date of his termination of employment. This Severance Agreement shall amend, restate, and supersede the 2011 Severance Agreement effective on the date this Severance Agreement executed by the Parties.

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement or caused this Agreement to be executed the day and date first above written.


GLOBAL BRASS AND COPPER, INC.						EXECUTIVE


By:						ROBERT T. MICCHELLI
Title:

GLOBAL BRASS AND COPPER HOLDINGS, INC.

By:
Title:

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Exhibit A

WAIVER AND RELEASE OF CLAIMS

In connection with the termination of employment of Robert T. Micchelli (the “Executive”) by Global Brass and Copper, Inc. (the “Company”) and Global Brass and Copper Holdings, Inc. (“GBCH”), pursuant to the severance agreement between the Executive and the Company (the “Severance Agreement”), the Executive agrees as follows:

1. Waiver and Release

(a)

As used in this Waiver and Release of Claims (this “Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise.

(b)

For and in consideration of the Severance Benefits described in Sections 1.02 and 1.03 of the Severance Agreement, the Executive, for and on behalf of the Executive and the Executive’s heirs, administrators, executors, and assigns, effective the Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, GBCH, their direct and indirect parents, subsidiaries and affiliates, their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which the Executive had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including but not limited to any claim arising out of or attributable to the Executive’s employment or the termination of the Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference. This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, the New York Human Rights Law, the New York City Administrative Code, the Illinois or Ohio human relations act and all other federal, state and local labor and anti-discrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees.

(c)

The Executive specifically releases all claims against the Group and each member thereof under the Age Discrimination in Employment Act of 1967 (the “ADEA”) relating to the Executive’s employment and its termination.

(d)

The Executive represents that the Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any

local, state or federal agency, court or other body (each, a “Proceeding”), and the Executive covenants and agrees that the Executive will not do so at any time hereafter with respect to the subject matter of this Agreement and claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of the Executive’s employment), except (i) as may be necessary to enforce this Agreement or Executive’s rights to indemnification under that certain Indemnification Agreement dated April 17, 2013, by GBCH, (ii) to obtain benefits described in or granted under this Agreement, (iii) to seek a determination of the validity of the waiver of the Executive’s rights under the ADEA, or (iv) to initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”). Except as otherwise provided in the preceding sentence, (x) the Executive will not initiate or cause to be initiated on the Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that the Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof and (y) the Executive waives any right the Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding.

2. Acknowledgment of Consideration . The Executive is specifically agreeing to the terms of this release because the Company has agreed to pay the Executive money and other benefits to which the Executive was not otherwise entitled under the Company’s policies or under the Severance Agreement (in the absence of providing this release). The Company has agreed to provide this money and other benefits because of the Executive’s agreement to accept it in full settlement of all possible claims the Executive might have or ever had, and because of the Executive’s execution of this Agreement.

3. Acknowledgments Relating to Waiver and Release; Revocation Period . The Executive acknowledges that the Executive has read this Agreement in its entirety, fully understands its meaning and is executing this Agreement voluntarily and of the Executive’s own free will with full knowledge of its significance. The Executive acknowledges and warrants that the Executive has been advised by the Company to consult with an attorney prior to executing this Agreement. The offer to accept the terms of the Agreement is open for sixty (60) calendar days from the date the Executive receives the Agreement. The Executive shall have the right to revoke this Agreement for a period of seven (7) calendar days following the Executive’s execution of this Agreement, by giving written notice of such revocation to the Company. This Agreement shall not become effective until the eighth (8th) day following the Executive’s execution of it (the “Effective Date”).

4. Remedies . The Executive understands and agrees that if the Executive breaches any provisions of this Agreement, in addition to any other legal or equitable remedy the Company may have, the Company shall be entitled to cease making any payments or providing any benefits to the Executive under Section 1.02 of the Severance Agreement, and the Executive shall reimburse the Company for all its reasonable attorneys’ fees and costs incurred by it arising out of any such breach. The remedies set forth in this paragraph shall not apply to any challenge to

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the validity of the waiver and release of the Executive’s rights under the ADEA. In the event the Executive challenges the validity of the waiver and release of the Executive’s rights under the ADEA, then the Company’s right to attorneys’ fees and costs shall be governed by the provisions of the ADEA, so that the Company may recover such fees and costs if the lawsuit is brought by the Executive in bad faith. Any such action permitted to the Company by this paragraph, however, shall not affect or impair any of the Executive’s obligations under this Agreement, including without limitation, the release of claims in paragraph 1 hereof. The Executive further agrees that nothing herein shall preclude the Company from recovering attorneys’ fees, costs or any other remedies specifically authorized under applicable law.

5. No Admission . Nothing herein shall be deemed to constitute an admission of wrongdoing by the Company or any member of the Group. Neither this Agreement nor any of its terms shall be used as an admission or introduced as evidence as to any issue of law or fact in any proceeding, suit or action, other than an action to enforce this Agreement.

6. Governing Law . The terms of this Agreement and all rights and obligations of the Parties hereto, including its enforcement, shall be interpreted and governed by the laws of the State of Illinois without regard to the principles of conflicts of laws of the State of Illinois or those of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Illinois.

IN WITNESS WHEREOF, Executive has hereunto set Executive’s hand as of the day and year set forth opposite the Executive’s signature below.



DATE				Robert T. Micchelli

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Exhibit B

Seventy percent (70%) of one year of base pay at the highest rate of base salary payable to the Executive during the one year period immediately prior to the Triggering Event.

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Exhibit 99.1

FOR IMMEDIATE RELEASE

GLOBAL BRASS AND COPPER HOLDINGS, INC. ELECTS JOHN WASZ CEO; JOHN WALKER TO CONTINUE AS NON-EXECUTIVE CHAIRMAN

Schaumburg, IL., March 17, 2014 Global Brass and Copper Holdings, Inc. (NYSE: BRSS) (“GBC” or the “Company”) today announced that John J. Wasz has been elected by the Board of Directors to the position of Chief Executive Officer and will assume a seat on the Board of Directors of the Company effective immediately. Earlier today, John H. Walker retired from his position as Chief Executive Officer of the Company, but he will continue to serve as the Non-Executive Chairman of the Board of Directors.

“John Walker has been instrumental in leading GBC’s transformation and building a strong foundation for the Company’s long-term success. During his tenure, the team restructured the business including rationalizing product offerings, implementing a culture of continuous improvement, and streamlining operations to expand profitability in a difficult operating environment,” commented Ronald Whitaker, Non-Executive Director. “In addition, John Walker assembled a strong management team with deep industry experience, including John Wasz who joined as Olin Brass’s President in 2010, setting the stage for a seamless leadership transition. We thank John Walker for his many contributions over the years, and are excited that GBC will continue to benefit from his experience as the Non-Executive Chairman of GBC’s Board of Directors.”

Mr. Wasz joined the Company as the President of Olin Brass in 2010. On January 9, 2012, Mr. Wasz was elected to the position of Chief Operating Officer of GBC, and on September 6, 2013, he was elected to President of the Company. Under Mr. Wasz’s leadership, Olin Brass experienced a significant improvement in profitability since 2010. Prior to joining GBC, he served in a senior leadership capacity at Aleris International, Inc. and as executive vice president and president of Aleris Rolled Products North America, an aluminum manufacturer. Mr. Wasz also brings a wealth of experience from prior senior leadership roles including as president at Alflex, a subsidiary of Commonwealth Industries, a manufacturer of electrical armored cable, along with serving in several other management capacities at other predecessor companies throughout his career, which spans 30years in the metals industry.

“I am very excited to lead GBC into the next phase of growth and value creation. Over the past several years, John Walker and I have worked closely to enhance our operations and develop sustainable platforms for growth. As a result, GBC has built a great culture of teamwork, continuous improvement, and a focus on creating customer value. Together with our talented workforce, we will maintain our focus on driving growth through innovative product and service offerings, while furthering our operational excellence initiatives,” stated John Wasz, GBC’s newly elected Chief Executive Officer.

About Global Brass and Copper

and fabricated metal component products that we sell under the Olin Brass, Chase Brass and A.J. Oster brand names. Our products are used in a variety of applications across diversified end markets, including the building and housing, munitions, automotive, transportation, coinage, electronics/electrical components, industrial machinery and equipment and general consumer end markets.


		CONTACT:		Robert Micchelli
				Global Brass and Copper Holdings, Inc.
				Chief Financial Officer
				(847) 240-4700

				Ryan Lown
				FTI Consulting
				(312) 553-6756

Exhibit 99.2

FOR IMMEDIATE RELEASE

GLOBAL BRASS AND COPPER HOLDINGS, INC. REPORTS FOURTH QUARTER AND YEAR-END 2013 FINANCIAL RESULTS

Fourth Quarter Highlights

•

Volume increased 3.4% year-over-year to 121.1 million pounds;

•

Adjusted sales increased 4.4% year-over-year to $127.7 million;

•

Consolidated Adjusted EBITDA increased slightly year-over year to $21.1 million;

•

Adjusted diluted earnings per common share of $0.25;

•

Net sales increased 4.2% year-over-year to $412.8 million; and

•

Net income attributable to GBC of $6.2 million, or $0.29 per diluted share, versus net income of $7.5 million, or $0.36 per diluted share in prior year period.

Full Year Highlights

•

Full year volume increased 3.9% year-over-year to 523.0 million pounds;

•

Full year adjusted sales increased 4.6% year-over-year to $549.3 million; and

•

Full year Consolidated Adjusted EBITDA increased 2.3% year-over-year to $118.0 million.

Schaumburg, IL., March 18, 2014 Global Brass and Copper Holdings, Inc. (NYSE:BRSS) (“GBC” or the “Company”) today announced the results for the fourth quarter and full year ended December 31, 2013.

“Driven by strong shipment volumes in Olin Brass and improving conditions across a number of our end markets, the fourth quarter marked another period of improved performance. During 2013, we advanced our many strategic initiatives highlighted by increasing shipments of our Eco Brass product portfolio ahead of the January 2014 legislation, which requires the reduction of lead content on the wetted surfaces of plumbing devices,” said John Wasz, GBC’s President and Chief Executive Officer. “Despite pockets of uncertainty in the global markets, we are confident in the long-term fundamentals of the business and our ability to drive sustainable, profitable growth in 2014.”

Fourth Quarter Operating Results

Volume for the fourth quarter of 2013 increased by 3.4% to 121.1 million pounds compared to 117.1 million pounds in the fourth quarter of 2012. The increase in volume was the result of higher demand in the building and housing, automotive, munitions and coinage end markets. These increases were partially offset by lower demand in the electronics/electrical components end market resulting from increased competition from foreign imports and customers sourcing their finished products offshore, which resulted in reduced demand for brass rod in the United States. Volume growth in the building and housing end market was also dampened by foreign competition. By segment, Olin Brass and A.J. Oster volume increased 7.3% and 2.6% during the fourth quarter, respectively, while Chase Brass volume decreased 2.3%.

Net sales for the fourth quarter of 2013 increased by 4.2% to $412.8 million compared to $396.2 million in the same period of 2012. The improvement in net sales was attributable to an increase in volume and as a result of higher sales of unprocessed metal, which were partially offset by lower metal prices and by lower average selling prices. Adjusted sales, a non-GAAP financial measure which reflects the value added premium over metal replacement cost recovery, increased 4.4% to $127.7 million for the fourth quarter of 2013 from $122.3 million for the same period of 2012. A reconciliation of net sales to adjusted sales is provided later in this press release.

Net income attributable to GBC for the quarter was $6.2 million, or $0.29 per diluted share, compared to $7.5 million, or $0.36 per diluted share, for the same period of 2012.

Consolidated Adjusted EBITDA, a non-GAAP financial measure, was $21.1 million for the fourth quarter of 2013, which was up slightly from $21.0 million in the fourth quarter of 2012, driven by higher volume, lower shrinkage cost due to lower metal costs and higher yields, a decrease in salaries, benefits and incentive compensation, a decrease in other professional fees for accounting, tax, legal and consulting services. Partially offsetting the increase were higher manufacturing conversion costs, costs associated with our continuous improvement efforts, marketing and product development, labor contract negotiations, development of our information systems and lower average selling prices. A reconciliation of net income attributable to GBC to Consolidated Adjusted EBITDA is provided later in this press release.

Full Year Operating Results

For the full year 2013, volume increased by 3.9% to 523.0 million pounds compared to 503.2 million pounds in 2012. The increase in volume was the result of higher demand in building and housing, munitions, coinage and automotive end markets. These increases were partially offset by lower demand in the electronics/ electrical components end market resulting from increased competition from foreign imports and customers sourcing their finished products offshore, which resulted in reduced demand for brass rod in the United States. Additionally, volume growth in the building and housing end market was dampened by foreign competition.

Net sales for the full year 2013 increased by 6.5% to $1,758.5 million compared to $1,650.5 million in 2012. The improvement in net sales was attributable to an increase in volume, higher average selling prices and sales of unprocessed metal, which were partially offset by lower metal prices. Adjusted sales, a non-GAAP financial measure which reflects the value added premium over metal replacement cost recovery, increased 4.6% to $549.3 million for the full year 2013 from $524.9 million for the same period of 2012. A reconciliation of net sales to adjusted sales is provided later in this press release.

Net income attributable to GBC for the full year 2013 was $10.4 million, or $0.49 per diluted share, compared to $12.5 million, or $0.59 per diluted share in 2012.

The Company reported Consolidated Adjusted EBITDA, a non-GAAP financial measure, of $118.0 million for the full year 2013, a 2.3% increase compared to $115.4 million for the full year 2012. The increase was driven by higher volume, higher average selling prices, and lower shrinkage costs. Partially offsetting the increase were higher manufacturing conversion costs, costs associated with our continuous improvement efforts, marketing and product development, labor contract negotiations and development of our information systems. A reconciliation of net income attributable to GBC to Consolidated Adjusted EBITDA is provided later in this press release.

Cash Flow and Leverage

During the fourth quarter of 2013, the Company reported net cash provided by operating activities of $22.9 million driven by earnings and working capital improvements. During the full year of 2013, the Company reported net cash provided by operating activities of $27.4 million driven by earnings, partially offset by working capital changes.

Page 2 of 13

The Company ended the year with cash of $10.8 million, borrowings of $5.5 million under its asset based revolving lending facility (“ABL Facility”), senior secured notes of $375.0 million, and with borrowing availability of $194.0 million under its ABL Facility.

2014 Guidance

For the full-year 2014, GBC expects:

•

Shipment volumes to range from 537 million to 548 million pounds;

•

Adjusted sales to range from $573 million to $584 million; and

•

Consolidated Adjusted EBITDA is expected to range from $122 million to $127 million.

Conference Call

The Company will host a teleconference and webcast at 8:30 a.m. (Central Time) on Wednesday, March 19 to review the results. To listen to the live call, individuals can access the webcast at the investor relations portion of the Company’s website at http://ir.gbcholdings.com , or by dialing 877-474-9504, passcode # 57089418 approximately 10 minutes before the scheduled start time. For those who cannot listen to the live broadcast, replays will be available shortly after the call on the Global Brass and Copper website.

About Global Brass and Copper

Global Brass and Copper Holdings, Inc. through its wholly-owned principal operating subsidiary, Global Brass and Copper, Inc., is a leading, value-added converter, fabricator, distributor and processor of specialized copper and brass products in North America. We engage in metal melting and casting, rolling, drawing, extruding and stamping to fabricate finished and semi-finished alloy products from processed scrap, copper cathode and other refined metals. Our products include a wide range of sheet, strip, foil, rod, tube and fabricated metal component products that we sell under the Olin Brass, Chase Brass and A.J. Oster brand names. Our products are used in a variety of applications across diversified end markets, including the building and housing, munitions, automotive, transportation, coinage, electronics/electrical components, industrial machinery and equipment and general consumer end markets.


		CONTACT:		Robert Micchelli
				Global Brass and Copper Holdings, Inc.
				Chief Financial Officer
				(847) 240-4700

				Ryan Lown
				FTI Consulting
				(312) 553-6756

Page 3 of 13

Cautionary Statement Concerning Forward-Looking Statements

This press release contains “forward-looking statements” that involve risks and uncertainties. You can identify forward-looking statements because they contain words such as “believes”, “expects”, “projects”, “may”, “would”, “should”, “seeks”, “approximately”, “intends”, “plans”, “estimates”, “anticipates” or similar expressions that relate to our strategy, plans or intentions. All statements the Company makes relating to its estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results or to its expectations regarding future industry trends are forward-looking statements. In addition, the Company, through its senior management, from time to time make forward-looking public statements concerning its expected future operations and performance and other developments. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may change at any time, and, therefore, the Company’s actual results may differ materially from those that it expected. The Company derives many of its forward-looking statements from its operating budgets and forecasts, which are based upon many detailed assumptions. While the Company believes that its assumptions are reasonable, it is very difficult to predict the impact of known factors, and, of course, it is impossible to anticipate all factors that could affect the Company’s actual results. Actual results may differ materially from these expectations due to various risks and uncertainties, including: the failure to maintain the Company’s balanced book approach which could cause increased volatility in the Company’s profitability and operating results and may result in significant losses; the loss in order volumes from any of the Company’s largest customers, which may reduce the Company’s sales volumes, revenues and cash flows; the disruption to the Company’s business if its customers shift their manufacturing offshore; the occurrence of any prolonged disruptions at or failures of the Company’s manufacturing facilities and equipment which could have a material adverse effect on its business, financial condition, results of operations and cash flows; and the failure to implement the Company’s business strategy, including its growth initiatives, could adversely affect its business, financial condition, results of operations or cash flows. More detailed information about these and other risks and uncertainties are contained in the Company’s filings with the Securities and Exchange Commission, including under “Risk Factors” and elsewhere in our Prospectus Supplement filed with the Securities and Exchange Commission on January 24, 2014. All forward-looking information in this press release is expressly qualified in its entirety by these cautionary statements. All forward-looking statements contained in this press release are based upon information available to the Company on the date of this press release.

In addition, the matters referred to in the forward-looking statements contained in this press release may not in fact occur. Accordingly, investors should not place undue reliance on those statements. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Page 4 of 13

Non-GAAP Measures

In addition to the results reported in accordance with U.S. GAAP, we have provided information regarding “Consolidated EBITDA”, “Segment EBITDA”, “Consolidated Adjusted EBITDA”, “Segment Adjusted EBITDA”, “Adjusted Diluted Earnings per Common Share”, and “Adjusted Sales”, each of which is defined below.

EBITDA-Based Measures

We define Consolidated EBITDA as net income (loss) attributable to Global Brass and Copper Holdings, Inc., adjusted to exclude interest expense, provision for (benefit from) income taxes, depreciation expense and amortization expense. Segment EBITDA is defined by us as income (loss) before provision for (benefit from) income taxes and equity income, adjusted to exclude interest expense, depreciation expense and amortization expense, in each case, to the extent such items are attributable to such segment.

We use Consolidated EBITDA only to calculate Consolidated Adjusted EBITDA. Consolidated Adjusted EBITDA is Consolidated EBITDA, further adjusted to exclude extraordinary gains from the bargain purchase that occurred in the acquisition of the worldwide metals business of Olin Corporation, realized and unrealized gains and losses related to the collateral hedge contracts that were previously required under our former ABL Facility, unrealized gains and losses on derivative contracts in support of our balanced book approach, unrealized gains and losses associated with derivative contracts related to electricity and natural gas costs, non-cash gains and losses due to lower of cost or market adjustments to inventory, LIFO-based gains and losses due to the depletion of a LIFO layer of metal inventory, non-cash compensation expense related to payments made to certain members of our management by Halkos, share-based compensation expense, loss on extinguishment of debt, non-cash income accretion related to the joint venture with Dowa – Olin Metal Corporation (“Dowa Joint Venture”), management fees paid to KPS Management II, L.P. and KPS Management III, L.P. (“KPS”), restructuring and other business transformation charges, specified legal and professional expenses and certain other items.

We use Segment EBITDA only to calculate Segment Adjusted EBITDA. Segment Adjusted EBITDA is Segment EBITDA, further adjusted to include equity income, net of tax and to exclude net income attributable to noncontrolling interest, unrealized gains and losses on derivative contracts in support of our balanced book approach, unrealized gains and losses associated with derivative contracts related to electricity and natural gas costs, non-cash gains and losses due to lower of cost or market adjustments to inventory, LIFO-based gains and losses due to the depletion of a LIFO layer of metal inventory, non-cash compensation expense related to payments made to certain members of our management by Halkos, share-based compensation expense, loss on extinguishment of debt, and non-cash income accretion related to the Dowa Joint Venture, in each case, to the extent such items are attributable to the relevant segment.

We present the above-described EBITDA-based measures because we consider them important supplemental measures and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Nevertheless, our EBITDA-based measures may not be comparable to similarly titled measures presented by other companies.

We present Consolidated Adjusted EBITDA as a supplemental measure of our performance because we believe it represents a meaningful presentation of the financial

Page 5 of 13

performance of our core operations, without the impact of the various items excluded, in order to provide period-to-period comparisons that are more consistent and more easily understood. In addition, Segment Adjusted EBITDA is the key metric used by our chief operating decision-maker to evaluate the business performance of our segments in comparison to budgets, forecasts and prior-year financial results, providing a measure that management believes reflects our core operating performance.

Our EBITDA-based measures are not intended as alternatives to net income (loss) as indicators of our operating performance, as alternatives to any other measure of performance in conformity with GAAP or as alternatives to cash flow provided by operating activities as measures of liquidity. You should therefore not place undue reliance on our EBITDA-based measures or ratios calculated using those measures. Our GAAP-based measures can be found in our consolidated financial statements included elsewhere in this press release.

Adjusted Diluted Earnings per Common Share

Adjusted Diluted Earnings per Common Share is defined as Diluted Income (Loss) per Common Share adjusted to remove the after-tax impact of the addbacks to EBITDA in calculating Consolidated Adjusted EBITDA. We believe that Adjusted Diluted Earnings per Common Share supplements our GAAP results to provide a more complete understanding of the results of our business, and we believe it is useful to our investors and other parties for these same reasons. Adjusted Diluted Earnings per Common Share may not be comparable to similarly titled measures presented by other companies and is not a measure of operating performance or liquidity defined by GAAP.

Adjusted Sales

Adjusted sales is defined as net sales less the metal component of net sales. Net sales is the most directly comparable GAAP measure to adjusted sales. Adjusted sales represents the value-added premium we earn over our conversion and fabrication costs. Management uses adjusted sales on a consolidated basis to monitor the revenues that are generated from our value-added conversion and fabrication processes excluding the effects of fluctuations in metal costs, reflecting our toll sales and our balanced book approach for non-toll sales. We believe that adjusted sales supplements our GAAP results to provide a more complete understanding of the results of our business, and we believe it is useful to our investors and other parties for these same reasons. Adjusted sales may not be comparable to similarly titled measures presented by other companies and is not a measure of operating performance or liquidity defined by GAAP.

Page 6 of 13

Global Brass and Copper Holdings, Inc.

Consolidated Statements of Operations (Unaudited)


	Three Months Ended December 31,						Year Ended December 31,
(In millions, except per share data)	2013			2012			2013			2012

Net sales	$	412.8		$	396.2		$	1,758.5		$	1,650.5
Cost of sales		374.4			354.4			1,576.2			1,467.3

Gross profit		38.4			41.8			182.3			183.2
Selling, general and administrative expenses (including non-cash profits interest expense of $0.0, $0.0, $29.3 and $19.5, respectively)		18.2			19.5			110.8			92.7

Operating income		20.2			22.3			71.5			90.5
Interest expense		9.9			9.8			39.8			39.7
Loss on extinguishment of debt		—			—			—			19.6
Other expense, net		—			—			0.3			0.1

Income before provision for income taxes and equity income		10.3			12.5			31.4			31.1
Provision for income taxes		4.4			5.2			22.2			19.2

Income before equity income		5.9			7.3			9.2			11.9
Equity income, net of tax		0.4			0.3			1.5			1.0

Net income		6.3			7.6			10.7			12.9
Less: Net income attributable to noncontrolling interest		0.1			0.1			0.3			0.4

Net income attributable to Global Brass and Copper Holdings, Inc.	$	6.2		$	7.5		$	10.4		$	12.5

Net income attributable to Global Brass and Copper Holdings, Inc. per common share:
Basic	$	0.29		$	0.36		$	0.49		$	0.59
Diluted	$	0.29		$	0.36		$	0.49		$	0.59
Weighted average common shares outstanding:
Basic		21.1			21.1			21.1			21.1
Diluted		21.2			21.1			21.2			21.1

Supplemental Non-GAAP Information
Net sales	$	412.8		$	396.2		$	1,758.5		$	1,650.5
Metal component of net sales		285.1			273.9			1,209.2			1,125.6

Adjusted sales	$	127.7		$	122.3		$	549.3		$	524.9


Diluted net income per common share, as reported	$	0.29		$	0.36		$	0.49		$	0.59
Non-cash Halkos profits interest compensation expense		—			—			1.39			0.92
Loss on extinguishment of debt		—			—			—			0.60
Management fees paid to affiliates of KPS		—			0.01			0.14			0.03
Unrealized gains on derivative contracts		(0.03	)		(0.01	)		—			(0.05	)
Non-cash accretion of income of Dowa Joint Venture		—			—			(0.02	)		(0.02	)
Specified legal/professional expenses		0.04			0.03			0.13			0.10
Lower of cost or market adjustment to inventory		—			—			0.01			0.01
Gain from LIFO layer depletion		(0.06	)		(0.14	)		(0.06	)		(0.14	)
Share-based compensation expense		0.01			—			0.04			—
Other adjustments		—			—			—			0.01

Adjusted diluted earnings per common share ⁽¹⁾	$	0.25		$	0.25		$	2.12		$	2.05

⁽¹⁾	The non-cash profits interest expense assumed no tax benefits. All remaining adjustments include a tax effect.

Page 7 of 13

Global Brass and Copper Holdings, Inc.

Consolidated Adjusted EBITDA Reconciliation (Unaudited)


	Three Months Ended December 31,
(in millions)	2013			2012
Net income attributable to Global Brass and Copper Holdings, Inc.	$	6.2		$	7.5
Interest expense		9.9			9.8
Provision for income taxes		4.4			5.2
Depreciation expense		2.5			2.0
Amortization expense		—			—

Consolidated EBITDA	$	23.0		$	24.5

Unrealized gain on derivative contracts (a)		(1.3	)		(0.1	)
Gain from LIFO layer depletion (b)		(2.0	)		(4.8	)
Non-cash accretion of income of Dowa Joint Venture (c)		(0.2	)		(0.2	)
Management fees (d)		—			0.3
Specified legal/professional expenses (e)		1.4			1.3
Share-based compensation expense (f)		0.2			—

Consolidated Adjusted EBITDA	$	21.1		$	21.0

(a)	Represents unrealized gains and losses on derivative contracts in support of our balanced book approach and unrealized gains and losses associated with derivative contracts with respect to electricity and natural gas costs.

(b)	Calculated based on the difference between the base year LIFO carrying value and the metal prices prevailing in the market at the time of inventory depletion.

(c)

As a result of the application of purchase accounting in connection with the November 2007 acquisition, no carrying value was initially assigned to our equity investment in the Dowa Joint Venture. This adjustment represents the accretion of equity in the Dowa Joint Venture at the date of the acquisition over a 13-year period (which represents the estimated useful life of the technology and patents of the joint venture

(d)	The 2012 amount represents a portion of the annual advisory fees payable to affiliates of KPS.

(e)

Specified legal/professional expenses for the three months ended December 31, 2013 includes $1.4 million of professional fees for accounting, tax, legal and consulting services related to costs incurred as a publicly traded company, including Additional Follow-on Public offering costs. Specified legal/professional expenses for the year ended December 31, 2012 includes $1.3 million of professional fees for accounting, tax, legal and consulting services related to public company readiness efforts.

(f)	Represents share-based compensation expense resulting from the grant of non-qualified stock options, restricted stock and performance-based shares to certain employees, members of our management and our Board of Directors.

Page 8 of 13

Global Brass and Copper Holdings, Inc.

Consolidated Adjusted EBITDA Reconciliation (Unaudited)


	Year Ended December 31,
(in millions)	2013			2012
Net income attributable to Global Brass and Copper Holdings, Inc.	$	10.4		$	12.5
Interest expense		39.8			39.7
Provision for income taxes		22.2			19.2
Depreciation expense		8.5			6.8
Amortization expense		0.1			0.1

Consolidated EBITDA	$	81.0		$	78.3

Unrealized gain on derivative contracts (a)		(0.2	)		(1.6	)
Gain from LIFO layer depletion (b)		(2.0	)		(4.8	)
Loss on extinguishment of debt (c)		—			19.6
Non-cash accretion of income of Dowa Joint Venture (d)		(0.7	)		(0.7	)
Non-cash Halkos profits interest compensation expense (e)		29.3			19.5
Management fees (f)		4.8			1.0
Specified legal/professional expenses (g)		4.3			3.3
Lower of cost or market adjustment to inventory (h)		0.3			0.3
Share-based compensation expense (i)		1.2			—
Other adjustments (j)		—			0.5

Consolidated Adjusted EBITDA	$	118.0		$	115.4

(a)	Represents unrealized gains and losses on derivative contracts in support of our balanced book approach and unrealized gains and losses associated with derivative contracts with respect to electricity and natural gas costs.

(b)	Calculated based on the difference between the base year LIFO carrying value and the metal prices prevailing in the market at the time of inventory depletion.

(c)	Represents the loss on the extinguishment of debt recognized in connection with the termination prior to maturity of the Term Loan Facility.

(d)

(e)

The 2013 amount includes $20.4 million that represents incremental non-cash compensation as a result of the modification made to the Halkos LLC Agreement to eliminate Halkos’ right to acquire all or a portion of the Class B Shares. The 2013 amount also includes $8.9 million that represents dividend payments made by Halkos to members of our management that resulted in a non-cash compensation charge in connection with the IPO that occurred in May 2013. The 2012 amount represents the dividend payment made by Halkos to certain members of our management that resulted in a non-cash compensation charge in connection with the Parent Distribution that occurred on June 1, 2012.

(f)	The 2013 amount includes a $4.5 million early termination fee, which is equal to the value of the advisory fee that would have otherwise been payable to affiliates of KPS through the end of the agreement. The 2012 amount represents the annual advisory fees payable to affiliates of KPS.

(g)

Specified legal/professional expenses for the year ended December 31, 2013 includes $4.3 million of professional fees for accounting, tax, legal and consulting services related to costs incurred as a publicly traded company, including IPO efforts, Follow-on Public Offering costs, Additional Follow-on Public Offering costs and costs associated with the Exchange Offer. Specified legal/professional expenses for the year ended December 31, 2012 includes $3.3 million of professional fees for accounting, tax, legal and consulting services related to the Exchange Offer and public company readiness efforts.

(h)	Represents non-cash lower of cost or market charges for the write down of inventory recorded during the year ended December 31, 2013 and 2012.

(i)	Represents share-based compensation expense resulting from the grant of non-qualified stock options, restricted stock and performance-based shares to certain employees, members of our management and our Board of Directors.

(j)	Represents a call premium of $0.5 million as a result of a voluntary prepayment of $15.0 million on our Term Loan Facility in April 2012.

Page 9 of 13

Global Brass and Copper Holdings, Inc.

Segment Results of Operations (Unaudited)


(in millions)	Three Months Ended December 31,						Change 2013 vs. 2012
	2013			2012			Amount			Percent
Pounds shipped (a)
Olin Brass		68.9			64.2			4.7			7.3	%
Chase Brass		46.4			47.5			(1.1	)		(2.3	%)
A.J. Oster		15.5			15.1			0.4			2.6	%
Corporate & other (b)		(9.7	)		(9.7	)		—			0.0	%

Total		121.1			117.1			4.0			3.4	%


Net Sales
Olin Brass	$	219.6		$	189.8		$	29.8			15.7	%
Chase Brass		133.5			141.7			(8.2	)		(5.8	%)
A.J. Oster		72.8			74.7			(1.9	)		(2.5	%)
Corporate & other (b)		(13.1	)		(10.0	)		(3.1	)		31.0	%

Total	$	412.8		$	396.2		$	16.6			4.2	%


Segment Adjusted EBITDA
Olin Brass	$	7.1		$	7.6		$	(0.5	)		(6.6	%)
Chase Brass		13.4			13.3			0.1			0.8	%
A.J. Oster		3.7			4.4			(0.7	)		(15.9	%)

Total for operating segments	$	24.2		$	25.3		$	(1.1	)		(4.3	%)

(a)	Amounts exclude quantity of unprocessed metal sold.

(b)	Amounts represent intercompany eliminations.

Segment Adjusted EBITDA Reconciliation (Unaudited)


	Three Months Ended December 31, 2013								Three Months Ended December 31, 2012
(in millions)	Olin Brass			Chase Brass			A.J. Oster		Olin Brass			Chase Brass			A.J. Oster
Income before provision for income taxes and equity income:	$	5.5		$	14.5		$	3.6	$	6.6		$	14.3		$	8.8
Interest expense		—			—			—		—			—			—
Depreciation expense		1.6			0.8			0.1		1.2			0.6			0.1
Amortization expense		—			—			—		—			—			—

Segment EBITDA	$	7.1		$	15.3		$	3.7	$	7.8		$	14.9		$	8.9
Equity income, net of tax		0.4			—			—		0.3			—			—
Net income attributable to non-controlling interest		(0.1	)		—			—		(0.1	)		—			—
Gain from LIFO layer depletion (a)		(0.1	)		(1.9	)		—		(0.2	)		(1.6	)		(4.5	)
Non-cash accretion of income of Dowa Joint Venture (b)		(0.2	)		—			—		(0.2	)		—			—

Segment Adjusted EBITDA	$	7.1		$	13.4		$	3.7	$	7.6		$	13.3		$	4.4

(a)	Calculated based on the difference between the base year LIFO carrying value and the metal prices prevailing in the market at the time of inventory depletion.

(b)

As a result of the application of purchase accounting in connection with the November 2007 acquisition, no carrying value was initially assigned to our equity investment in our Dowa Joint Venture. This adjustment represents the accretion of equity in our Dowa Joint Venture over a 13-year period (which represents the estimated useful life of the technology and patents of the joint venture).

Page 10 of 13

Global Brass and Copper Holdings, Inc.

Segment Results of Operations (Unaudited)


(in millions)	Year Ended December 31,						Change 2013 vs. 2012
	2013			2012			Amount			Percent
Pounds shipped (a)
Olin Brass		279.4			266.2			13.2			5.0	%
Chase Brass		216.0			216.9			(0.9	)		(0.4	%)
A.J. Oster		66.9			67.2			(0.3	)		(0.4	%)
Corporate & other (b)		(39.3	)		(47.1	)		7.8			(16.6	%)

Total		523.0			503.2			19.8			3.9	%


Net Sales
Olin Brass	$	874.1		$	722.9		$	151.2			20.9	%
Chase Brass		622.0			648.0			(26.0	)		(4.0	%)
A.J. Oster		316.2			326.4			(10.2	)		(3.1	%)
Corporate & other (b)		(53.8	)		(46.8	)		(7.0	)		15.0	%

Total	$	1,758.5		$	1,650.5		$	108.0			6.5	%


Segment Adjusted EBITDA
Olin Brass	$	48.3		$	45.1		$	3.2			7.1	%
Chase Brass		67.2			66.6			0.6			0.9	%
A.J. Oster		16.9			19.5			(2.6	)		(13.3	%)

Total for operating segments	$	132.4		$	131.2		$	1.2			0.9	%

(a)	Amounts exclude quantity of unprocessed metal sold.

(b)	Amounts represent intercompany eliminations.

Segment Adjusted EBITDA Reconciliation (Unaudited)


	Year Ended December 31, 2013								Year Ended December 31, 2012
(in millions)	Olin Brass			Chase Brass			A.J. Oster		Olin Brass			Chase Brass			A.J. Oster
Income before provision for income taxes and equity income:	$	42.9		$	66.1		$	16.6	$	41.6		$	65.7		$	23.7
Interest expense		—			—			—		—			—			—
Depreciation expense		5.0			2.9			0.3		3.8			2.4			0.3
Amortization expense		—			0.1			—		—			0.1			—

Segment EBITDA	$	47.9		$	69.1		$	16.9	$	45.4		$	68.2		$	24.0
Equity income, net of tax		1.5			—			—		1.0			—			—
Net income attributable to non-controlling interest		(0.3	)		—			—		(0.4	)		—			—
Gain from LIFO layer depletion (a)		(0.1	)		(1.9	)		—		(0.2	)		(1.6	)		(4.5	)
Non-cash accretion of income of Dowa Joint Venture (b)		(0.7	)		—			—		(0.7	)		—			—

Segment Adjusted EBITDA	$	48.3		$	67.2		$	16.9	$	45.1		$	66.6		$	19.5

(a)	Calculated based on the difference between the base year LIFO carrying value and the metal prices prevailing in the market at the time of inventory depletion.

(b)

Page 11 of 13

Global Brass and Copper Holdings, Inc.

Consolidated Balance Sheets (Unaudited)


	As of
(In millions, except par value data)	December 31, 2013			December 31, 2012
Assets
Current assets:
Cash	$	10.8		$	13.9
Accounts receivable (net of allowance of $1.0 and $1.4, respectively)		171.8			164.3
Inventories		190.9			174.4
Prepaid expenses and other current assets		22.2			12.1
Deferred income taxes		32.2			33.5
Income tax receivable, net		4.3			1.3

Total current assets		432.2			399.5

Property, plant and equipment, net		88.0			71.1
Investment in joint venture		2.2			3.0
Goodwill		4.4			4.4
Intangible assets, net		0.7			0.8
Deferred income taxes		4.6			6.1
Other noncurrent assets		16.6			17.8

Total assets	$	548.7		$	502.7

Liabilities and deficit
Current liabilities:
Accounts payable		85.4			81.6
Accrued liabilities		56.1			48.4
Accrued interest		3.3			3.3
Income tax payable		0.5			0.2

Total current liabilities		145.3			133.5

Long-term debt		380.5			389.5
Other noncurrent liabilities		26.3			27.5

Total liabilities		552.1			550.5

Commitments and contingencies
Global Brass and Copper Holdings, Inc. stockholders’ deficit:
Common stock - $.01 par value; 80.0 shares authorized; 21.3 and 21.1 shares issued and outstanding at December 31, 2013 and 2012, respectively		0.2			0.2
Additional paid-in capital		30.5			—
Accumulated deficit		(38.6	)		(48.2	)
Accumulated other comprehensive income		0.5			1.5
Receivable from stockholder		—			(4.9	)

Total Global Brass and Copper Holdings, Inc. stockholders’ deficit		(7.4	)		(51.4	)
Noncontrolling interest		4.0			3.6

Total deficit		(3.4	)		(47.8	)

Total liabilities and deficit	$	548.7		$	502.7

Page 12 of 13

Global Brass and Copper Holdings, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)


	Year Ended December 31,
(In millions)	2013			2012
Cash flows from operating activities
Net income	$	10.7		$	12.9
Adjustments to reconcile net income to net cash provided by operating activities:
Profits interest compensation expense		29.3			19.5
Depreciation expense and amortization of intangible assets		8.6			6.9
Loss on extinguishment of debt		—			19.6
Other adjustments		4.7			1.5
Change in assets and liabilities:
Accounts receivable		(7.1	)		(1.6	)
Inventories		(16.7	)		11.5
Prepaid expenses and other current assets		(9.7	)		4.7
Accounts payable		3.8			3.7
Accrued liabilities		7.5			0.9
Accrued interest		—			(0.8	)
Income taxes, net		(2.7	)		3.7
Other, net		(1.0	)		(0.6	)

Net cash provided by operating activities		27.4			81.9
Cash flows from investing activities
Capital expenditures		(25.6	)		(20.4	)
Proceeds from sale of property, plant and equipment		0.2			—

Net cash used in investing activities		(25.4	)		(20.4	)
Cash flows from financing activities
Deferred financing fees		—			(12.9	)
Proceeds from senior secured notes		—			375.0
Payments on term loan		—			(310.9	)
Borrowings on ABL Facility		420.8			204.3
Payments on ABL Facility		(429.8	)		(189.8	)
Distribution to stockholder		—			(160.0	)
Dividends paid		(0.8	)		—
Net payment (amounts due) from stockholder		4.9			(2.5	)

Net cash used in financing activities		(4.9	)		(96.8	)
Effect of foreign currency exchange rates		(0.2	)		(0.3	)

Net decrease in cash		(3.1	)		(35.6	)
Cash at beginning of period		13.9			49.5

Cash at end of period	$	10.8		$	13.9

Page 13 of 13