10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: April 3, 2021

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from          to    

Commission file number: 1-14315

 

Cornerstone Building Brands, Inc.

(Exact name of registrant as specified in its charter)

Delaware	76-0127701
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5020 Weston Parkway	Suite 400	Cary	NC	27513
(Address of principal executive offices)				(Zip Code)

(866) 419-0042

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ý Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	ý
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ý No

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock $0.01 par value per share	CNR	New York Stock Exchange

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, $0.01 par value - 125,708,451 shares as of May 4, 2021.

TABLE OF CONTENTS 

		PAGE
	Part I — Financial Information
Item 1.	Unaudited Consolidated Financial Statements	1
	Consolidated Statements of Operations for the Three Months Ended April 3, 2021 and April 4, 2020	1
	Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended April 3, 2021 and April 4, 2020	2
	Consolidated Balance Sheets as of April 3, 2021 and December 31, 2020	3
	Consolidated Statements of Cash Flows for the Three Months Ended April 3, 2021 and April 4, 2020	4
	Consolidated Statements of Stockholders’ Equity for the Three Months Ended April 3, 2021 and April 4, 2020	5
	Notes to Unaudited Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	42
	Part II — Other Information
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 6.	Exhibits	44

i

PART I — FINANCIAL INFORMATION 

Item 1. Unaudited Consolidated Financial Statements. 

CORNERSTONE BUILDING BRANDS, INC. 

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	Three Months Ended
	April 3, 2021		April 4, 2020
Sales	$	1,267,032	$	1,113,811
Cost of sales	1,007,303		882,924
Gross profit	259,729		230,887
Selling, general and administrative expenses	153,168		164,954
Intangible asset amortization	46,202		44,861
Restructuring and impairment charges, net	1,838		13,835
Strategic development and acquisition related costs	3,313		4,857
Goodwill impairment	—		503,171
Income (loss) from operations	55,208		(500,791)
Interest income	117		338
Interest expense	(56,499)		(54,835)
Foreign exchange loss	(26)		(4,137)
Other income (expense), net	337		(662)
Loss before income taxes	(863)		(560,087)
Provision (benefit) for income taxes	792		(18,014)
Net loss	(1,655)		(542,073)
Net income allocated to participating securities	—		—
Net loss applicable to common shares	$	(1,655)	$	(542,073)
Loss per common share:
Basic	$	(0.01)	$	(4.30)
Diluted	$	(0.01)	$	(4.30)
Weighted average number of common shares outstanding:
Basic	125,506		126,093
Diluted	125,506		126,093

See accompanying notes to consolidated financial statements.

1

CORNERSTONE BUILDING BRANDS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)

	Three Months Ended
	April 3, 2021		April 4, 2020
Comprehensive income (loss):
Net loss	$	(1,655)	$	(542,073)
Other comprehensive income (loss), net of tax:
Foreign exchange translation gains (losses)	6,113		(9,563)
Unrealized gain (loss) on derivative instruments, net of income tax of $(2,690) and $12,032, respectively	9,137		(38,176)
Other comprehensive income (loss)	15,250		(47,739)
Comprehensive income (loss)	$	13,595	$	(589,812)

See accompanying notes to consolidated financial statements.

2

CORNERSTONE BUILDING BRANDS, INC. 

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

	April 3, 2021		December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	666,717	$	674,255
Restricted cash	6,223		6,223
Accounts receivable, less allowances of $14,427 and $13,313, respectively	601,476		554,649
Inventories, net	494,092		431,937
Income taxes receivable	31,403		39,379
Investments in debt and equity securities, at market	2,527		2,333
Prepaid expenses and other	84,127		77,751
Assets held for sale	3,909		4,644
Total current assets	1,890,474		1,791,171
Property, plant and equipment, less accumulated depreciation of $670,072 and $644,308, respectively	628,198		631,821
Lease right-of-use assets	260,424		264,107
Goodwill	1,195,983		1,194,729
Intangible assets, net	1,540,470		1,584,604
Deferred income taxes	2,411		1,867
Other assets, net	10,346		10,191
Total assets	$	5,528,306	$	5,478,490
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	25,600	$	25,600
Accounts payable	260,930		211,441
Accrued compensation and benefits	73,962		81,548
Accrued interest	38,515		25,485
Accrued income taxes	5,650		5,060
Current portion of lease liabilities	69,042		70,125
Other accrued expenses	255,288		247,893
Total current liabilities	728,987		667,152
Long-term debt	3,559,339		3,563,429
Deferred income taxes	263,641		269,792
Long-term lease liabilities	194,672		198,875
Other long-term liabilities	324,020		337,437
Total long-term liabilities	4,341,672		4,369,533
Stockholders’ equity:
Common stock, $0.01 par value; 200,000,000 authorized; 125,807,655 and 125,676,292 shares issued and outstanding at April 3, 2021, respectively; and 125,425,931 and 125,400,599 shares issued and outstanding at December 31, 2020, respectively	1,258		1,255
Additional paid-in capital	1,260,946		1,257,262
Accumulated deficit	(766,340)		(764,685)
Accumulated other comprehensive loss, net	(36,267)		(51,517)
Treasury stock, at cost (131,363 and 25,332 shares at April 3, 2021 and December 31, 2020, respectively)	(1,950)		(510)
Total stockholders’ equity	457,647		441,805
Total liabilities and stockholders’ equity	$	5,528,306	$	5,478,490

See accompanying notes to consolidated financial statements.

3

CORNERSTONE BUILDING BRANDS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
	Three Months Ended
	April 3, 2021		April 4, 2020
Cash flows from operating activities:
Net loss	$	(1,655)	$	(542,073)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	72,615		69,769
Non-cash interest expense	2,314		2,274
Share-based compensation expense	3,302		3,387
Goodwill impairment	—		503,171
Asset impairment	493		3,079
Provision for credit losses	676		725
Deferred income taxes	(9,729)		(35,734)
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable	(47,157)		20,532
Inventories	(62,028)		(20,724)
Income taxes	7,976		18,212
Prepaid expenses and other	(7,755)		1,554
Accounts payable	49,424		12,461
Accrued expenses	8,597		(40,662)
Other, net	2,958		1,805
Net cash provided by (used in) operating activities	20,031		(2,224)
Cash flows from investing activities:
Acquisitions, net of cash acquired	(180)		(39,857)
Capital expenditures	(21,230)		(27,567)
Proceeds from sale of property, plant and equipment	715		—
Net cash used in investing activities	(20,695)		(67,424)
Cash flows from financing activities:
Proceeds from stock options exercised	486		—
Proceeds from ABL facility	—		345,000
Proceeds from cash flow revolver	—		115,000
Payments on term loan	(6,404)		(6,405)
Payments related to tax withholding for share-based compensation	(1,541)		(327)
Net cash provided by (used in) financing activities	(7,459)		453,268
Effect of exchange rate changes on cash and cash equivalents	585		(2,302)
Net increase (decrease) in cash, cash equivalents and restricted cash	(7,538)		381,318
Cash, cash equivalents and restricted cash at beginning of period	680,478		102,307
Cash, cash equivalents and restricted cash at end of period	$	672,940	$	483,625
Supplemental disclosure of cash flow information:
Interest paid, net of amounts capitalized	$	40,913	$	36,931
Taxes paid, net	$	1,949	$	392

 See accompanying notes to consolidated financial statements.

4

CORNERSTONE BUILDING BRANDS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except share data)
(Unaudited)
	Common Stock			Additional Paid-In Capital		Retained Earnings (Deficit)		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Stockholders’ Equity
	Shares	Amount								Shares	Amount
December 31, 2020	125,425,931	$	1,255	$	1,257,262	$	(764,685)	$	(51,517)	(25,332)	$	(510)	$	441,805
Treasury stock purchases	—	—		—		—		—		(111,868)	(1,541)		(1,541)
Retirement of treasury shares	(1,576)	—		(15)		—		—		1,576	15		—
Issuance of restricted stock	338,939	3		(3)		—		—		—	—		—
Stock options exercised	44,361	—		486		—		—		—	—		486
Other comprehensive income	—	—		—		—		15,250		—	—		15,250
Deferred compensation obligation	—	—		(86)		—		—		4,261	86		—
Share-based compensation	—	—		3,302		—		—		—	—		3,302
Net loss	—	—		—		(1,655)		—		—	—		(1,655)
Balance, April 3, 2021	125,807,655	$	1,258	$	1,260,946	$	(766,340)	$	(36,267)	(131,363)	$	(1,950)	$	457,647
Balance, December 31, 2019	126,110,000	$	1,261	$	1,248,787	$	(281,229)	$	(32,398)	(55,513)	$	(1,103)	$	935,318
Treasury stock purchases	—	—		—		—		—		(37,794)	(327)		(327)
Retirement of treasury shares	(38,206)	(1)		(328)		—		—		38,206	329		—
Issuance of restricted stock	95,851	1		(1)		—		—		—	—		—
Other comprehensive loss	—	—		—		—		(47,739)		—	—		(47,739)
Deferred compensation obligation	—	1		(593)		—		—		29,769	592		—
Share-based compensation	—	—		3,387		—		—		—	—		3,387
Cumulative effect of accounting change	—	—		—		(678)		—		—	—		(678)
Net loss	—	—		—		(542,073)		—		—	—		(542,073)
Balance, April 4, 2020	126,167,645	$	1,262	$	1,251,252	$	(823,980)	$	(80,137)	(25,332)	$	(509)	$	347,888

See accompanying notes to consolidated financial statements.

5

CORNERSTONE BUILDING BRANDS, INC.

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 3, 2021

(Unaudited)

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements for Cornerstone Building Brands, Inc. (together with its subsidiaries, unless otherwise indicated, the “Company,” “Cornerstone,” “we,” “us” or “our”) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles (“GAAP”) for complete financial statements. In the opinion of management, the unaudited consolidated financial statements included herein contain all adjustments, which consist of normal recurring adjustments, necessary to fairly present the Company’s financial position, results of operations and cash flows for the periods indicated. Operating results for the period from January 1, 2021 through April 3, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021.

For additional information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the Securities and Exchange Commission (the “SEC”) on March 4, 2021.

Reporting Periods

The Company’s current fiscal quarters are based on a four-four-five week calendar with periods ending on the Saturday of the last week in the quarter except that December 31st will always be the year-end date. Therefore, the financial results of certain fiscal quarters may not be comparable to prior fiscal quarters.

Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that total the amounts shown in the consolidated statements of cash flows (in thousands):

	April 3, 2021		December 31, 2020
Cash and cash equivalents	$	666,717	$	674,255
Restricted cash(1)	6,223		6,223
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	672,940	$	680,478

(1)Restricted cash primarily relates to escrow balances held for an outstanding earn-out agreement and working capital and other indemnification agreements.

Accounts Receivables and Related Allowance

The Company reports accounts receivable net of the allowance for expected credit losses. Trade accounts receivable are the result of sales of vinyl windows, aluminum windows, vinyl siding, metal siding, injection molded products, metal building products, insulated metal panels, metal coating, and other products and services to customers throughout the United States and Canada and affiliated territories, including international builders who resell to end users. Sales are primarily denominated in U.S. dollars. Credit sales do not normally require a pledge of collateral; however, various types of liens may be filed to enhance the collection process and we require payment prior to shipment for certain international shipments.

The Company establishes provision for expected credit losses based on the Company’s assessment of the collectability of amounts owed to us by our customers. Such provisions are included in selling, general and administrative expenses. In establishing these reserves, the Company considers changes in the financial position of a customer, age of the accounts receivable balances, availability of security, unusual macroeconomic conditions, lien rights and bond rights as well as disputes, if any, with our customers. Our allowance for credit losses reflects reserves for customer receivables to reduce receivables to amounts expected to be collected. Interest on delinquent accounts receivable is included in the trade accounts receivable balance and recognized as interest income when earned and collectability is reasonably assured. Uncollectible accounts are written off when a settlement is reached for an amount that is less than the outstanding historical balance, all collection efforts have been exhausted, and/or any legal action taken by the Company has concluded.

6

The following table represents the rollforward of the allowance for credit losses for the periods indicated (in thousands):

	Three Months Ended
	April 3, 2021		April 4, 2020
Ending balance, prior period	$	13,313	$	9,962
Cumulative effect of accounting change(1)	—		678
Provision for expected credit losses	676		725
Amounts charged against allowance for credit losses, net of recoveries	438		(354)
Allowance for credit losses of acquired company at date of acquisition	—		810
Ending balance	$	14,427	$	11,821

(1)Cumulative effect of accounting change reflects the modified retrospective effect of adopting ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.

Net Sales

The Company enters into contracts that pertain to products, which are accounted for as separate performance obligations and are typically one year or less in duration. Given the nature of the Company's sales arrangements, they do not require us to exercise significant judgment in determining the timing for the satisfaction of performance obligations or the transaction price. Revenue is measured as the amount of consideration expected to be received in exchange for our products. Revenue is generally recognized when the product has shipped from our facility and control has transferred to the customer. For a portion of our business, when we process customer owned material, control is deemed to transfer to the customer as the processing is being completed.

The Company’s revenues are adjusted for variable consideration, which includes customer volume rebates and prompt payment discounts. The Company measures variable consideration by estimating expected outcomes using analysis and inputs based upon anticipated performance, historical data, and current and forecasted information. Customer returns are recorded as a reduction to sales on an actual basis throughout the year and also include an estimate at the end of each reporting period for future customer returns related to sales recorded prior to the end of the period. The Company generally estimates customer returns based upon the time lag that historically occurs between the sale date and the return date while also factoring in any new business conditions that might impact the historical analysis such as new product introduction. Measurement of variable consideration is reviewed by management periodically and revenue is adjusted accordingly. We do not have significant financing components. The Company recognizes installation revenue, primarily within the stone veneer business, over the period for which the stone is installed, which is typically a very short duration.

Shipping and handling activities performed by us are considered activities to fulfill the sales of our products. Amounts billed for shipping and handling are included in net sales, while costs incurred for shipping and handling are included in cost of sales.

In accordance with certain contractual arrangements, we receive payment from our customers in advance related to performance obligations that are to be satisfied in the future and recognize such payments as deferred revenue, primarily related to the Company’s weathertightness warranties (see Note 12 — Warranty).

A portion of the Company’s revenue, exclusively within the Commercial segment, includes multiple-element revenue arrangements due to multiple deliverables. Each deliverable is generally determined based on customer-specific manufacturing and delivery requirements. Because the separate deliverables have value to the customer on a stand-alone basis, they are typically considered separate units of accounting. A portion of the entire job order value is allocated to each unit of accounting. Revenue allocated to each deliverable is recognized upon shipment. The Company uses estimated selling price (“ESP”) based on underlying cost plus a reasonable margin to determine how to separate multiple-element revenue arrangements into separate units of accounting, and how to allocate the arrangement consideration among those separate units of accounting. The Company determines ESP based on normal pricing and discounting practices.

7

The following table presents disaggregated revenue disclosure details of net sales by segment (in thousands):

	Three Months Ended
	April 3, 2021		April 4, 2020
Windows Net Sales Disaggregation:
Vinyl windows	$	497,017	$	419,022
Aluminum windows	20,280		19,476
Other	9,966		9,952
Total	$	527,263	$	448,450
Siding Net Sales Disaggregation:
Vinyl siding	$	150,229	$	109,548
Metal	71,093		52,666
Injection molded	17,609		13,239
Stone	19,831		18,810
Other products & services(1)	57,629		46,780
Total	$	316,391	$	241,043
Commercial Net Sales Disaggregation:
Metal building products	$	299,938	$	292,436
Insulated metal panels	85,603		99,229
Metal coil coating	37,837		32,653
Total	$	423,378	$	424,318
Total Net Sales:	$	1,267,032	$	1,113,811

(1)Other products & services primarily consist of installation of stone veneer products.

NOTE 2 — ACCOUNTING PRONOUNCEMENTS

Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and also improves consistent application of and simplifies U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. Effective January 1, 2021, the Company adopted this guidance. The application of ASU 2019-12 did not have a material effect on the consolidated financial statements.

Recent Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance to ease the potential burden in accounting for reference rate reform on financial reporting. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the reference rate transition. The amendments in these ASUs are elective, apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of rate reform, and are effective as of March 12, 2020 through December 31, 2022. The Company is evaluating the impact of electing to apply the amendments in this guidance.

8

NOTE 3 — ACQUISITIONS

2020 Acquisition

On March 2, 2020, the Company acquired 100% of the issued and outstanding shares of the common stock of Kleary Masonry, Inc. (“Kleary”) for total consideration of $40.0 million, exclusive of the $2.0 million working capital adjustment that was finalized during the three months ended July 4, 2020. The transaction was financed with cash on hand and through borrowings under the Company’s asset-based revolving credit facility. Kleary primarily services residential customers with manufactured stone installations and commercial customers with manufactured wall installations in the Sacramento, California area, which strengthens the Company’s position as a market leader in stone veneer. Kleary’s results are reported within the Siding segment.

The Company determined the fair value of the tangible and intangible assets and the liabilities acquired, and recorded goodwill based on the excess of the fair value of the acquisition consideration over such fair values, as follows (in thousands):

Assets acquired:
Cash	$	143
Accounts receivable	7,135
Inventories	670
Prepaid expenses and other current assets	277
Property, plant and equipment	1,042
Lease right of use assets	445
Intangible assets (trade names/customer relationships)	22,350
Goodwill	12,539
Total assets acquired	44,601
Liabilities assumed:
Accounts payable	1,149
Other accrued expenses	1,020
Lease liabilities	339
Other long-term liabilities	109
Total liabilities assumed	2,617
Net assets acquired	$	41,984

The $12.5 million of goodwill from the Kleary acquisition was allocated to the Siding segment and will be deductible for tax purposes. The goodwill is attributable to the workforce of the acquired business and the synergies expected to be realized. The fair value of all assets acquired and liabilities assumed was finalized during the first quarter of 2021, which did not result in any adjustments during the quarter ended April 3, 2021.

Unaudited Pro Forma Financial Information

The following table provides unaudited supplemental pro forma results for Cornerstone for the three months ended April 4, 2020 as if the Kleary acquisitions had occurred on January 1, 2020 (in thousands, except for per share data):

	Three Months Ended
	April 4, 2020
Net sales	$	1,122,169
Net loss applicable to common shares	(540,870)
Net loss per common share:
Basic	$	(4.29)
Diluted	$	(4.29)

The unaudited supplemental pro forma financial information was prepared based on the historical information of Cornerstone and Kleary. The unaudited supplemental pro forma financial information does not give effect to the potential impact of current financial conditions, any anticipated synergies, operating efficiencies or cost savings that may result from the acquisition or any integration costs. Unaudited pro forma balances are not necessarily indicative of operating results had the Kleary acquisition occurred on January 1, 2020 or of future results.

9

NOTE 4 — RESTRUCTURING

The Company has various initiatives and programs in place within its business units to reduce selling, general, and administrative expenses (“SG&A”), manufacturing costs and to optimize the Company’s combined manufacturing footprint. During the three months ended April 3, 2021, the Company incurred restructuring charges of $0.9 million, $0.1 million and $0.7 million in the Windows, Siding and Commercial segments, respectively, and $0.1 million in restructuring charges at Corporate headquarters. Restructuring charges incurred to date since inception of the current restructuring initiatives began in 2019 are $54.2 million. The following table summarizes our restructuring plan costs and charges related to the restructuring plans for the three months ended April 3, 2021 and costs incurred to date since inception of the new initiatives and programs (in thousands):

	Three Months Ended		Costs Incurred to Date
	April 3, 2021		(Since inception)
Severance	$	1,322	$	37,553
Asset impairments	493		8,361
Gain on sale of facilities, net	—		(1,298)
Other restructuring costs	23		9,559
Total restructuring costs	$	1,838	$	54,175

For the three months ended April 3, 2021, the $1.8 million restructuring costs are recorded within restructuring and impairment costs. The asset impairments of $0.5 million for the three months ended April 3, 2021 are comprised primarily of the write-off of previously capitalized website design costs.

The following table summarizes our severance liability, included within other accrued expenses on the consolidated balance sheets, and cash payments made pursuant to the restructuring plans from inception through April 3, 2021 (in thousands):

	Windows		Siding		Commercial		Corporate		Total
Balance, December 31, 2018	$	—	$	85	$	—	$	2,333	$	2,418
Costs incurred	1,094		1,834		2,721		4,009		9,658
Cash payments	(676)		(1,437)		(2,721)		(4,579)		(9,413)
Balance, December 31, 2019	$	418	$	482	$	—	$	1,763	$	2,663
Costs incurred	4,294		2,705		16,561		3,013		26,573
Cash payments	(4,406)		(2,352)		(14,570)		(4,346)		(25,674)
Balance, December 31, 2020	$	306	$	835	$	1,991	$	430	$	3,562
Costs incurred	651		118		480		73		1,322
Cash payments	(427)		(644)		(774)		(73)		(1,918)
Balance, April 3, 2021	$	530	$	309	$	1,697	$	430	$	2,966

We expect to fully execute our plans over the next 12 to 24 months and we may incur future additional restructuring charges associated with these plans.

NOTE 5 — GOODWILL

The Company’s goodwill balance and changes in the carrying amount of goodwill by segment are as follows (in thousands):

	Windows		Siding		Commercial		Total
Balance, December 31, 2019	$	714,023	$	807,280	$	148,291	$	1,669,594
Goodwill recognized from Kleary Acquisition	—		12,539		—		12,539
Impairment(1)	(320,990)		(176,774)		(5,407)		(503,171)
Currency translation	3,991		10,000		—		13,991
Purchase accounting adjustments from prior year acquisitions	—		1,776		—		1,776
Balance, December 31, 2020	$	397,024	$	654,821	$	142,884	$	1,194,729
Goodwill recognized from acquisition	—		122		—		122
Currency translation	648		484		—		1,132
Balance, April 3, 2021	$	397,672	$	655,427	$	142,884	$	1,195,983

(1)Goodwill impairment charges occurred during the quarter ended April 4, 2020 as a result of a decline in the Company’s market valuation and near-term economic uncertainties related to the COVID-19 pandemic.

NOTE 6 — INVENTORIES

The components of inventory are as follows (in thousands):

	April 3, 2021		December 31, 2020
Raw materials	$	264,760	$	241,353
Work in process and finished goods	229,332		190,584
Total inventory	$	494,092	$	431,937

 As of April 3, 2021, the Company had inventory purchase commitments of $115.9 million.

NOTE 7 — INTANGIBLES

The table that follows presents the major components of intangible assets as of April 3, 2021 and December 31, 2020 (in thousands). Intangible assets that are fully amortized are removed from the disclosures.

	Range of Life (Years)			Weighted Average Amortization Period (Years)	Cost		Accumulated Amortization		Net Carrying Value
As of April 3, 2021
Amortized intangible assets:
Trademarks/Trade names	5	–	15	8	$	248,155	$	(57,767)	$	190,388
Customer lists and relationships	7	–	20	9	1,758,611		(408,529)		1,350,082
Total intangible assets				9	$	2,006,766	$	(466,296)	$	1,540,470
As of December 31, 2020
Amortized intangible assets:
Trademarks/Trade names	5	–	15	8	$	248,155	$	(51,722)	$	196,433
Customer lists and relationships	7	–	20	9	1,758,611		(370,440)		1,388,171
Total intangible assets				9	$	2,006,766	$	(422,162)	$	1,584,604

NOTE 8 — ASSETS HELD FOR SALE

We record assets held for sale at the lower of the carrying value or fair value less costs to sell. The following criteria are used to determine if property is held for sale: (i) management has the authority and commits to a plan to sell the property; (ii) the property is available for immediate sale in its present condition; (iii) there is an active program to locate a buyer and the plan to sell the property has been initiated; (iv) the sale of the property is probable within one year; (v) the property is being actively marketed at a reasonable sale price relative to its current fair value; and (vi) it is unlikely that the plan to sell will be withdrawn or that significant changes to the plan will be made.

In determining the fair value of the assets less cost to sell, we consider factors including current sales prices for comparable assets in the area, recent market analysis studies, appraisals and any recent legitimate offers. If the estimated fair value less cost to sell of an asset is less than its current carrying value, the asset is written down to its estimated fair value less cost to sell. The total carrying value of assets held for sale was $3.9 million and $4.6 million as of April 3, 2021 and December 31, 2020, respectively. Assets held for sale at April 3, 2021 are actively marketed for sale. During the three months ended April 3, 2021, the Company completed the sale of certain real property assets resulting in approximately $0.7 million in net proceeds and an immaterial loss from the transaction.

Due to uncertainties in the estimation process, actual results could differ from the estimates used in our historical analysis. Our assumptions about property sales prices require significant judgment because the current market is highly sensitive to changes in economic conditions. We determined the estimated fair values of assets held for sale based on current market conditions and assumptions made by management, which may differ from actual results and may result in impairments if market conditions deteriorate.

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NOTE 9 — LEASES

The Company leases certain manufacturing, warehouse and distribution locations, vehicles and equipment, including fleet vehicles. Many of these leases have options to terminate prior to or extend beyond the end of the term. The exercise of the majority of lease renewal options is at the Company’s sole discretion. Some lease agreements have variable payments, the majority of these are real estate agreements in which future increases in rent are based on an index. Lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company accounts for lease and non-lease components as a single lease component for all leases other than leases of durable tooling. The Company excludes leases with an initial term of 12 months or less from the consolidated balance sheets and recognizes related lease payments in the consolidated statements of operations on a straight-line basis over the lease term.

Operating lease liabilities are recognized based on the present value of the future minimum lease payments over the reasonably expected holding period at commencement date. Few of the Company’s lease contracts provide a readily determinable implicit rate. For these contracts, an estimated incremental borrowing rate (“IBR”) is utilized, based on information available at the inception of the lease. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease.

Accounting for leases may require judgment, including determining whether a contract contains a lease, the incremental borrowing rates to utilize for leases without a stated implicit rate, the reasonably certain holding period for a leased asset, and the allocation of consideration to lease and non-lease components. The allocation of the lease and non-lease components for leases of durable tooling is based on the Company’s best estimate of standalone price.

Weighted average information about the Company’s lease portfolio as of April 3, 2021 was as follows:

Weighted-average remaining lease term	5.5 years
Weighted-average IBR	6.01	%

Operating lease costs were as follows (in thousands):

	Three Months Ended
	April 3, 2021		April 4, 2020
Operating lease costs
Fixed lease costs	$	25,967	$	27,930
Variable lease costs(1)	24,726		19,588
(1) Includes short-term lease costs, which are immaterial.

Cash and non-cash activities were as follows (in thousands):

	Three Months Ended
	April 3, 2021		April 4, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	27,019	$	30,274
Right-of-use assets obtained in exchange for new operating lease liabilities	$	5,704	$	4,261

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Future minimum lease payments under non-cancelable leases as of April 3, 2021 are as follows (in thousands):

	Operating Leases
2021 (excluding the three months ended April 3, 2021)	$	59,841
2022	72,420
2023	46,441
2024	35,189
2025	28,257
Thereafter	69,702
Total future minimum lease payments	311,850
Less: interest	48,136
Present value of future minimum lease payments	$	263,714
As of April 3, 2021
Current portion of lease liabilities	$	69,042
Long-term portion of lease liabilities	194,672
Total	$	263,714

NOTE 10 — SHARE-BASED COMPENSATION

Our 2003 Long-Term Stock Incentive Plan, as amended (the “Incentive Plan”), is an equity-based compensation plan that allows us to grant a variety of types of awards, including stock options, restricted stock awards, stock appreciation rights, cash awards, phantom stock awards, restricted stock unit awards (“RSUs”) and long-term incentive awards with performance conditions (“performance share units” or “PSUs”). Awards are generally granted once per year, with the amounts and types of awards determined by the Compensation Committee of our Board of Directors (the “Committee”). In connection with the Merger (as defined herein) with Ply Gem Parent, LLC (“Ply Gem”), on November 16, 2018 awards were granted to certain senior executives and key employees (the “Founders Awards”), which included stock options, RSUs, and PSUs. A portion of the Founders Awards was not granted under the Incentive Plan but was instead granted pursuant to a separate equity-based compensation plan, the Long-Term Incentive Plan consisting of award agreements for select Founders Awards. However, these awards were subject to the same terms and provisions as awards of the same type granted under the Incentive Plan.

As of April 3, 2021, and for all periods presented, the Founders Awards and our share-based awards under the Incentive Plan have consisted of RSUs, PSUs and stock option grants, none of which can be settled through cash payments. Both our stock options and restricted stock awards are subject only to vesting requirements based on continued employment through the end of a specified time period and typically vest in annual increments over three to five years or earlier upon death, disability or a change in control. As a general rule, option awards expire on the earlier of (i) 10 years from the date of grant, (ii) 60 days after termination of employment or service for a reason other than death, disability or retirement, or (iii) 180 days after death, disability or retirement. Awards are non-transferable except by disposition on death or to certain family members, trusts and other family entities as the Committee may approve.

Our time-based restricted stock awards are typically subject to graded vesting over a service period, which is three to five years. Our performance-based and market-based restricted stock awards are typically subject to cliff vesting at the end of the service period, which is typically three years. Our share-based compensation arrangements are equity classified and we recognize compensation cost for these awards on a straight-line basis over the requisite service period for each award grant. In the case of performance-based awards, expense is recognized based upon management’s assessment of the probability that such performance conditions will be achieved. Certain of our awards provide for accelerated vesting upon a change of control or upon termination without cause or for good reason.

Vesting of the PSUs granted in the Founders Awards is contingent upon the achievement of synergies captured from the Merger and continued employment. Based on achieved synergies during the period comprising the two fiscal years ended December 31, 2020, the Founders Awards will vest at 200% of target amounts, subject to continuing employment through the requisite service period ending on November 16, 2021. Vesting of the PSUs granted during the three months ended April 3, 2021 and April 4, 2020 are contingent upon achievement of a cumulative three-year EBITDA growth target with an additional modifier based on total shareholder return. The grant-date fair value of the PSUs granted during the three months ended April 3, 2021 and April 4, 2020 were determined by a Monte Carlo simulation.

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Stock option awards

During the three months ended April 3, 2021 and April 4, 2020, we granted 0.5 million and 1.0 million stock options, respectively. The average grant date fair value of options granted during the three months ended April 3, 2021 and April 4, 2020 was $6.50 and $1.96 per share, respectively. There were forty-four thousand options with an intrinsic value of $0.1 million exercised during the three months ended April 3, 2021. No options were exercised during the three months ended April 4, 2020.

Restricted stock units and performance share units

Annual awards to our key employees generally have a three-year performance period. The fair value of RSUs awarded is based on the Company’s stock price as of the date of grant. During the three months ended April 3, 2021, we granted RSUs to key employees with a fair value of $8.5 million representing approximately 0.6 million shares. During the three months ended April 4, 2020, we granted RSUs to key employees with a fair value of $4.3 million, representing 0.9 million shares. During the three months ended April 3, 2021 and April 4, 2020, we granted PSUs with a total fair value of approximately $13.7 million and $5.3 million, respectively, to key employees.

Share-based compensation expense

During the three months ended April 3, 2021 and April 4, 2020, we recorded share-based compensation expense for all awards of $3.3 million and $3.4 million, respectively.

NOTE 11 — EARNINGS PER COMMON SHARE

Basic earnings per common share is computed by dividing net income allocated to common shares by the weighted average number of common shares outstanding. Diluted earnings per common share, if applicable, considers the dilutive effect of common stock equivalents. The reconciliation of the numerator and denominator used for the computation of basic and diluted earnings per common share is as follows (in thousands, except per share data):

	Three Months Ended
	April 3, 2021		April 4, 2020
Numerator for Basic and Diluted Earnings Per Common Share
Net loss applicable to common shares	$	(1,655)	$	(542,073)
Denominator for Basic and Diluted Earnings Per Common Share
Weighted average basic number of common shares outstanding	125,506		126,093
Common stock equivalents:
Employee stock options	—		—
PSUs and Performance Share Awards	—		—
Weighted average diluted number of common shares outstanding	125,506		126,093
Basic loss per common share	$	(0.01)	$	(4.30)
Diluted loss per common share	$	(0.01)	$	(4.30)
Incentive Plan securities excluded from dilution(1)	1,174		2,851

(1)Represents securities not included in the computation of diluted earnings per common share because their effect would have been anti-dilutive.

We calculate earnings per share using the “two-class” method, whereby unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are “participating securities” and, therefore, these participating securities are treated as a separate class in computing earnings per share. The calculation of earnings per share presented here excludes the income attributable to unvested restricted stock units from the numerator and excludes the dilutive impact of those shares from the denominator. Awards subject to the achievement of performance conditions or market conditions for which such conditions had been met at the end of any of the fiscal periods presented are included in the computation of diluted earnings per common share if their effect was dilutive.

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NOTE 12 — WARRANTY

The Company offers a number of warranties associated with the products it sells. The specific terms and conditions of these warranties vary depending on the product sold. The Company’s warranty liabilities are undiscounted and adjusted for inflation based on third party actuarial estimates. Factors that affect the Company’s warranty liabilities include the number of units sold, historical and anticipated rates of warranty claims, cost per claim and new product introduction. Warranties are normally limited to replacement or service of defective components for the original customer. Some warranties are transferable to subsequent owners and are generally limited to ten years from the date of manufacture or require pro-rata payments from the customer. A provision for estimated warranty costs is recorded based on historical experience and the Company periodically adjusts these provisions to reflect actual experience. Warranty costs are included within cost of goods sold. The Company assesses the adequacy of the recorded warranty claims and adjusts the amounts as necessary. Separately, upon the sale of a weathertightness warranty in the Commercial segment, the Company records the resulting revenue as deferred revenue, which is included in other accrued expenses and other long-term liabilities on the consolidated balance sheets depending on when the revenues are expected to be recognized.

The following table represents the rollforward of our accrued warranty obligation and deferred warranty revenue activity for the three months ended April 3, 2021 and April 4, 2020 (in thousands):

	Three Months Ended
	April 3, 2021		April 4, 2020
Beginning balance	$	216,230	$	216,173
Acquisition	—		109
Warranties sold	644		662
Revenue recognized	(693)		(680)
Expense	8,827		9,051
Settlements	(8,138)		(9,507)
Ending balance	216,870		215,808
Less: current portion	24,617		26,920
Total warranty, less current portion	$	192,253	$	188,888

The current portion of the warranty liabilities are recorded within other accrued expenses and the long-term portion of the warranty liabilities are recorded within other long-term liabilities in the Company’s consolidated balance sheets.

NOTE 13 — DEFINED BENEFIT PLANS

RCC Pension Plan — With the acquisition of Robertson-Ceco II Corporation (“RCC”) on April 7, 2006, we assumed a defined benefit plan (the “RCC Pension Plan”). Benefits under the RCC Pension Plan are primarily based on years of service and the employee’s compensation. The RCC Pension Plan is frozen and, therefore, employees do not accrue additional service benefits. Plan assets of the RCC Pension Plan are invested in broadly diversified portfolios of government obligations, mutual funds, stocks, bonds, fixed income securities and master limited partnerships.

CENTRIA Benefit Plans — As a result of the CENTRIA Acquisition on January 16, 2015, we assumed noncontributory defined benefit plans covering certain hourly employees (the “CENTRIA Benefit Plans”) and which are closed to new participants. Benefits under the CENTRIA Benefit Plans are calculated based on fixed amounts for each year of service rendered, although benefits accruals for one of the plans previously ceased. Plan assets of the CENTRIA Benefit Plans are invested in fixed income funds. CENTRIA also sponsors postretirement medical and life insurance plans that cover certain of its employees and their spouses (the “OPEB Plans”). Currently, the Company’s policy is to fund the CENTRIA Benefit Plans as required by minimum funding standards of the Internal Revenue Code.

Ply Gem Pension Plans — As a result of the Merger on November 16, 2018, we assumed the Ply Gem Group Pension Plan (the “Ply Gem Plan”) and the MW Manufacturers, Inc Retirement Plan (the “MW Plan”). The Ply Gem Plan was frozen during 1998, and no further increases in benefits for participants may occur as a result of increases in service years or compensation. The MW Plan was frozen for salaried participants during 2004 and non-salaried participants during 2005. No additional participants may enter the plan, but increases in benefits for participants as a result of increase in service years or compensation will occur.

We refer to the RCC Pension Plan, the CENTRIA Benefit Plans, the Ply Gem Plan and the MW Plan collectively as the “Defined Benefit Plans” in this Note.

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The following tables set forth the components of the net periodic benefit cost, before tax for the periods indicated (in thousands):

	Defined Benefit Plans
	Three Months Ended
	April 3, 2021		April 4, 2020
Service cost	$	14	$	11
Interest cost	635		802
Expected return on assets	(1,360)		(1,398)
Amortization of prior service cost	16		16
Amortization of net actuarial loss	104		753
Net periodic benefit cost (income)	$	(591)	$	184
	OPEB Plans
	Three Months Ended
	April 3, 2021		April 4, 2020
Service cost	$	4	$	4
Interest cost	44		59
Amortization of net actuarial loss	18		27
Net periodic benefit cost	$	66	$	90

We expect to contribute $3.2 million to the Defined Benefit Plans and $0.7 million to OPEB Plans in the year ending December 31, 2021. Our policy is to fund the CENTRIA Benefit Plans as required by minimum funding standards of the Internal Revenue Code. The contributions to the OPEB Plans by retirees vary from none to 25% of the total premiums paid.

NOTE 14 — LONG-TERM DEBT

On April 15, 2021, the Company amended its Cash Flow Credit Agreement and ABL Credit Agreement and fully redeemed the 8.00% Senior Notes due April 2026, the details of which are discussed in Note 21 — Subsequent Events. The following disclosures reflect the Company’s debt structure and agreements in place as of April 3, 2021.

Debt is comprised of the following (in thousands):

	April 3, 2021		December 31, 2020
Term loan facility due April 2025	$	2,491,563	$	2,497,967
8.00% senior notes due April 2026	645,000		645,000
6.125% senior notes due January 2029	500,000		500,000
Less: unamortized discounts and unamortized deferred financing costs(1)	(51,624)		(53,938)
Total long-term debt, net of unamortized discounts and unamortized deferred financing costs	3,584,939		3,589,029
Less: current portion of long-term debt	25,600		25,600
Total long-term debt, less current portion	$	3,559,339	$	3,563,429

(1)Includes the unamortized discounts and unamortized deferred financing costs associated with the term loan facility, the 8.00% senior notes due April 2026, and the 6.125% senior notes due January 2029. The unamortized deferred financing costs associated with the asset-based revolving credit facilities of $1.5 million and $1.7 million as of April 3, 2021 and December 31, 2020, respectively, are classified in other assets on the consolidated balance sheets.

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Term Loan Facility due April 2025 and Cash Flow Revolver due April 2023

On April 12, 2018, Ply Gem Midco entered into the Current Cash Flow Credit Agreement, which provides for (i) a term loan facility (the “Current Term Loan Facility”) in an original aggregate principal amount of $1,755.0 million, issued with a discount of 0.5%, and (ii) a cash flow-based revolving credit facility (the “Current Cash Flow Revolver” and together with the Term Loan Facility, the “Current Cash Flow Facilities”) of up to $115.0 million. The Current Term Loan Facility amortizes in nominal quarterly installments equal to one percent of the aggregate initial principal amount thereof per annum, with the remaining balance payable upon final maturity of the Current Term Loan Facility on April 12, 2025. There are no amortization payments under the Current Cash Flow Revolver, and all borrowings under the Current Cash Flow Revolver mature on April 12, 2023.

On November 16, 2018, the Company entered into an incremental term loan facility in connection with the Merger, which increased the aggregate principal amount of the Current Term Loan Facility by $805.0 million. The proceeds of this incremental term loan facility were used to, among other things, (a) finance the Merger and to pay certain fees, premiums and expenses incurred in connection therewith, (b) repay in full amounts outstanding under the Pre-merger Term Loan Credit Agreement and the Pre-merger ABL Credit Agreement and (c) repay $325.0 million of borrowings outstanding under the ABL Facility. On November 16, 2018, in connection with the consummation of the Merger, NCI and Ply Gem Midco entered into a joinder agreement with respect to the Current Cash Flow Facilities, and the Company became the Borrower (as defined in the Current Cash Flow Credit Agreement) under the Current Cash Flow Facilities.

The Current Term Loan Facility bears annual interest at a floating rate measured by reference to, at the Company’s option, either (i) an adjusted LIBOR rate (subject to a floor of 0.00%) plus an applicable margin of 3.75% per annum or (ii) an alternate base rate plus an applicable margin of 2.75% per annum. At April 3, 2021, the interest rates on the Current Term Loan Facility were as follows:

	April 3, 2021
Interest rate	3.9	%
Effective interest rate	6.51	%

The Company entered into certain interest rate swap agreements during 2019 to convert a portion of its variable rate debt to fixed. See Note 17 — Fair Value of Financial Instruments and Fair Value Measurements.

Loans outstanding under the Current Cash Flow Revolver bear annual interest at a floating rate measured by reference to, at the Company’s option, either (i) an adjusted LIBOR rate (subject to a floor of 0.00%) plus an applicable margin ranging from 2.50% to 3.00% per annum depending on the Company’s secured leverage ratio or (ii) an alternate base rate plus an applicable margin ranging from 1.50% to 2.00% per annum depending on the Company’s secured leverage ratio. Additionally, unused commitments under the Current Cash Flow Revolver are subject to a fee ranging from 0.25% to 0.50% per annum depending on the Company’s secured leverage ratio.

Both the Current Term Loan Facility and Current Cash Flow Revolver may be prepaid at the Company’s option at any time without premium or penalty (other than customary breakage costs), subject to minimum principal amount requirements.

Subject to certain exceptions, the Current Term Loan Facility is subject to mandatory prepayments in an amount equal to:

•the net cash proceeds of (1) certain asset sales, (2) certain debt offerings and (3) certain insurance recovery and condemnation events; and

•50% of annual excess cash flow (as defined in the Cash Flow Credit Agreement), subject to reduction to 25% and 0% if specified secured leverage ratio targets are met to the extent that the amount of such excess cash flow exceeds $10.0 million. For 2019, no payments were required under the excess cash flow calculation.

The obligations under the Current Cash Flow Credit Agreement are guaranteed by each direct and indirect wholly-owned U.S. restricted subsidiary of the Company, subject to certain exceptions, and are secured by:

•a perfected security interest in substantially all tangible and intangible assets of the Company and each subsidiary guarantor (other than ABL Priority Collateral (as defined below)), including the capital stock of each direct material wholly-owned U.S. restricted subsidiary owned by the Company and each subsidiary guarantor, and 65% of the capital stock of any non-U.S. subsidiary held directly by the Company or any subsidiary guarantor, subject to certain exceptions (the “Cash Flow Priority Collateral”), which security interest will be senior to the security interest in the foregoing assets securing the Current ABL Facility; and

•a perfected security interest in the ABL Priority Collateral, which security interest will be junior to the security interest in the ABL Priority Collateral securing the Current ABL Facility.

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The Current Cash Flow Revolver includes a financial covenant set at a maximum secured leverage ratio of 7.75:1.00, which will apply if the outstanding amount of loans and drawings under letters of credit which have not then been reimbursed exceeds a specified threshold at the end of any fiscal quarter.

ABL Facility due April 2023

On April 12, 2018, Ply Gem Midco entered into the Current ABL Credit Agreement, which provides for an asset-based revolving credit facility (the “Current ABL Facility”) of up to $360.0 million, consisting of (i) $285.0 million available to U.S. borrowers (subject to U.S. borrowing base availability) (the “ABL U.S. Facility”) and (ii) $75.0 million available to both U.S. borrowers and Canadian borrowers (subject to U.S. borrowing base and Canadian borrowing base availability) (the “ABL Canadian Facility”). The Company and, at their option, certain of their subsidiaries are the borrowers under the Current ABL Facility. All borrowings under the Current ABL Facility mature on April 12, 2023.

On October 15, 2018, Ply Gem Midco entered into an incremental asset-based revolving credit facility of $36.0 million, which upsized the Current ABL Facility to $396.0 million in the aggregate, and with (x) the ABL U.S. Facility being increased from $285.0 million to $313.5 million and (y) the ABL Canadian Facility being increased from $75.0 million to $82.5 million.

On November 16, 2018, Ply Gem Midco entered into an incremental asset-based revolving credit facility of $215.0 million in connection with the Merger, which upsized the Current ABL Facility to $611.0 million in the aggregate, and with (x) the ABL U.S. Facility being increased from $313.5 million to approximately $483.7 million and (y) the ABL Canadian Facility being increased from $82.5 million to approximately $127.3 million. On November 16, 2018, in connection with the consummation of the Merger, the Company and Ply Gem Midco entered into a joinder agreement with respect to the Current ABL Facility, and the Company became the Parent Borrower (as defined in the ABL Credit Agreement) under the Current ABL Facility.

Borrowing availability under the Current ABL Facility is determined by a monthly borrowing base collateral calculation that is based on specified percentages of the value of eligible inventory, eligible accounts receivable and eligible credit card receivables, less certain reserves and subject to certain other adjustments as set forth in the Current ABL Credit Agreement. Availability is reduced by issuance of letters of credit as well as any borrowings. As of April 3, 2021, the Company had the following in relation to the Current ABL Facility (in thousands):

	April 3, 2021
Excess availability	$	570,978
Revolving loans outstanding	—
Letters of credit outstanding	35,366

Loans outstanding under the Current ABL Facility bear interest at a floating rate measured by reference to, at the Company’s option, either (i) an adjusted LIBOR rate (subject to a LIBOR floor of 0.00%) plus an applicable margin ranging from 1.25% to 1.75% per annum depending on the average daily excess availability under the Current ABL Facility or (ii) an alternate base rate plus an applicable margin ranging from 0.25% to 0.75% per annum depending on the average daily excess availability under the ABL Facility. Additionally, unused commitments under the ABL Facility are subject to a 0.25% per annum fee.

The obligations under the Current ABL Credit Agreement are guaranteed by each direct and indirect wholly-owned U.S. restricted subsidiary of the Company, subject to certain exceptions, and are secured by:

•a perfected security interest in all present and after-acquired inventory, accounts receivable, deposit accounts, securities accounts, and any cash or other assets in such accounts and other related assets owned by the Company and the U.S. subsidiary guarantors and the proceeds of any of the foregoing, except to the extent such proceeds constitute Cash Flow Priority Collateral, and subject to certain exceptions (the “ABL Priority Collateral”), which security interest is senior to the security interest in the foregoing assets securing the Current Cash Flow Facilities; and

•a perfected security interest in the Cash Flow Priority Collateral, which security interest will be junior to the security interest in the Cash Flow Collateral securing the Current Cash Flow Facilities.

Additionally, the obligations of the Canadian borrowers under the Current ABL Credit Agreement are guaranteed by each direct and indirect wholly-owned Canadian restricted subsidiary of the Canadian borrowers, subject to certain exceptions, and are secured by substantially all assets of the Canadian borrowers and the Canadian subsidiary guarantors, subject to certain exceptions.

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The Current ABL Credit Agreement includes a minimum fixed charge coverage ratio of 1.00:1.00, which is tested only when specified availability is less than 10.0% of the lesser of (x) the then applicable borrowing base and (y) the then aggregate effective commitments under the Current ABL Facility, and continuing until such time as specified availability has been in excess of such threshold for a period of 20 consecutive calendar days.

8.00% Senior Notes due April 2026

On April 12, 2018, Ply Gem Midco issued $645.0 million at a discount of 2.25% in aggregate principal amount of 8.00% Senior Notes due April 2026 (the “8.00% Senior Notes”). The 8.00% Senior Notes bear interest at 8.00% per annum and will mature on April 15, 2026. Interest is payable semi-annually in arrears on April 15 and October 15. The effective interest rate for the 8.00% Senior Notes was 8.64% as of April 3, 2021, after considering each of the different interest expense components of this instrument, including the coupon payment and the deferred debt issuance costs.

On November 16, 2018, in connection with the consummation of the Merger, the Company entered into a supplemental indenture and assumed the obligations of Ply Gem Midco as issuer under the Indenture (as defined herein).

The 8.00% Senior Notes are guaranteed on a senior unsecured basis by each of the Company’s wholly-owned domestic subsidiaries that guarantee the Company’s obligations under the Current Cash Flow Facilities or the Current ABL Facility (including by reason of being a borrower under the Current ABL Facility on a joint and several basis with the Company or a subsidiary guarantor). The 8.00% Senior Notes are unsecured senior indebtedness and rank equally in right of payment with the Current Cash Flow Facilities and Current ABL Facility. The 8.00% Senior Notes are effectively subordinated to all of the Company’s secured debt, including the Current Cash Flow Facilities and Current ABL Facility, and are senior in right of payment to all subordinated obligations of the Company.

The Company may redeem the 8.00% Senior Notes in whole or in part at any time as set forth below:

•prior to April 15, 2021, the Company may redeem the 8.00% Senior Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to but not including the redemption date, plus the applicable make-whole premium;

•prior to April 15, 2021, the Company may redeem up to 40.0% of the original aggregate principal amount of the 8.00% Senior Notes with proceeds of certain equity offerings, at a redemption price of 108%, plus accrued and unpaid interest, if any, to but not including the redemption date; and

•on or after April 15, 2021, the Company may redeem the 8.00% Senior Notes at specified redemption prices starting at 104% and declining ratably to 100.0% by April 15, 2023, plus accrued and unpaid interest, if any, to but not including the redemption date.

6.125% Senior Notes due January 2029

On September 24, 2020, the Company issued $500.0 million in aggregate principal amount of 6.125% Senior Notes due January 2029 (“the 6.125% Senior Notes”). Proceeds from the 6.125% Senior Notes were used to repay outstanding amounts under the Company’s Current ABL Facility and Current Cash Flow Revolver. The 6.125% Senior Notes bear interest at 6.125% per annum and will mature on January 15, 2029. Interest is payable semi-annually in arrears on January 15 and July 15 commencing on January 15, 2021. The effective interest rate for the 6.125% Senior Notes was 6.33% as of April 3, 2021, after considering each of the different interest expense components of this instrument, including the coupon payment and the deferred debt issuance costs.

The 6.125% Senior Notes are guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly-owned domestic subsidiaries that guarantee the Company’s obligations under the Current Cash Flow Facilities or the Current ABL Facility (including by reason of being a borrower under the Current ABL Facility on a joint and several basis with the Company or a subsidiary guarantor). The 6.125% Senior Notes are unsecured senior indebtedness and are effectively subordinated to all of the Company’s existing and future senior secured indebtedness, including indebtedness under the Company’s Term Loan Facility, Current Cash Flow Revolver and Current ABL Facility, and are senior in right of payment to future subordinated indebtedness of the Company.

The Company may redeem the 6.125% Senior Notes in whole or in part at any time as set forth below:

•prior to September 15, 2023, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to but not including the redemption date, plus the applicable make-whole premium;

•prior to September 15, 2023, up to 40% of the aggregate principal amount with the proceeds of certain equity offerings at a redemption price of 106.125% plus accrued and unpaid interest, if any, to but not including the redemption date;

•on or after September 15, 2023 and prior to September 15, 2024, at a price equal to 103.063% of the principal amount thereof, plus accrued and unpaid interest, if any, to but not including the redemption date;

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•on or after September 15, 2024 and prior to September 15, 2025, at a price equal to 101.531% of the principal amount thereof, plus accrued and unpaid interest, if any, to but not including the redemption date; and

•on or after September 15, 2025, at a price equal to 100.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to but not including the redemption date.

Debt Covenants

The Company’s debt agreements contain a number of covenants that, among other things, limit or restrict the ability of the Company and its subsidiaries to incur additional indebtedness; make dividends and other restricted payments; incur additional liens; consolidate, merge, sell or otherwise dispose of all or substantially all assets; make investments; transfer or sell assets; enter into restrictive agreements; change the nature of the business; and enter into certain transactions with affiliates. As of April 3, 2021, the Company was in compliance with all covenants that were in effect on such date.

NOTE 15 — CD&R INVESTOR GROUP

On August 14, 2009, the Company entered into an Investment Agreement (as amended, the “Investment Agreement”), by and between the Company and Clayton, Dubilier & Rice Fund VIII, L.P., a Cayman Islands exempted limited partnership (“CD&R Fund VIII”). In connection with the Investment Agreement and the Stockholders Agreement dated October 20, 2009 (the “Old Stockholders Agreement”), CD&R Fund VIII and CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership (“CD&R FF Fund” and, together with CD&R Fund VIII, the “CD&R Fund VIII Investor Group”) purchased convertible preferred stock of the Company, which was converted into shares of our common stock on May 14, 2013.

Ply Gem Holdings was acquired by CD&R Fund X and Atrium Intermediate Holdings, LLC, GGC BP Holdings, LLC and AIC Finance Partnership, L.P. (collectively, the “Golden Gate Investor Group”) and merged with Atrium on April 12, 2018.

On July 17, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ply Gem, and for certain limited purposes as set forth in the Merger Agreement, Clayton, Dubilier & Rice, LLC (“CD&R”), pursuant to which, at the closing of the merger, Ply Gem would be merged with and into the Company, with the Company continuing its existence as a corporation organized under the laws of the State of Delaware (the “Merger”). The Merger was consummated on November 16, 2018 pursuant to the Merger Agreement.

Pursuant to the terms of the Merger Agreement, on November 16, 2018, the Company entered into (i) a stockholders agreement (the “New Stockholders Agreement”) between the Company, and each of the CD&R Fund VIII Investor Group, CD&R Pisces Holdings, L.P., a Cayman Islands exempted limited partnership (“CD&R Pisces”, and together with the CD&R Fund VIII Investor Group, the “CD&R Investor Group”) and the Golden Gate Investor Group (together with the CD&R Investor Group, the “Investors”), pursuant to which the Company granted to the Investors certain governance, preemptive and subscription rights and (ii) a registration rights agreement (the “New Registration Rights Agreement”) between the Company and each of the Investors, pursuant to which the Company granted the Investors customary demand and piggyback registration rights, including rights to demand registrations and underwritten shelf registration statement offerings with respect to the shares of the Company’s Common Stock held by the Investors following the consummation of the Merger.

On August 25, 2020, the Company filed a shelf registration statement on Form S-3, declared effective by the SEC on September 2, 2020, registering the resale of shares of the Company’s Common Stock held by CD&R Pisces. The Company had previously registered the resale of shares of the Company’s Common Stock held by the CD&R Fund VIII Investor Group and the Golden Gate Investor Group.

Pursuant to the terms of the New Stockholders Agreement, the Company and the CD&R Fund VIII Investor Group terminated the Old Stockholders Agreement. Pursuant to the terms of the New Registration Rights Agreement, the Company and the CD&R Fund VIII Investor Group terminated the Registration Rights Agreement, dated as of October 20, 2009, by and among the Company and the CD&R Fund VIII Investor Group.

As of April 3, 2021 and December 31, 2020, the CD&R Investor Group owned approximately 49.3% and 49.4% of the outstanding shares of the Company’s Common Stock, respectively.

NOTE 16 — STOCK REPURCHASE PROGRAM

On October 10, 2017 and March 7, 2018, the Company announced that its Board of Directors authorized new stock repurchase programs for the repurchase of up to an aggregate of $50.0 million and an additional $50.0 million, respectively, of the Company’s outstanding Common Stock for a cumulative total of $100.0 million. Under these repurchase programs, the Company is authorized to repurchase shares, if at all, at times and in amounts that it deems appropriate in accordance with all applicable securities laws and regulations. Shares repurchased pursuant to the repurchase programs are usually retired. There is no time limit on the duration of the programs. Following repurchases made during the three months ended July 4, 2020, no authorized amount remained available under the program announced on October 10, 2017.

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During the three months ended April 3, 2021 and April 4, 2020, there were no stock repurchases under the stock repurchase programs. As of April 3, 2021, $49.1 million remained available for stock repurchases under the program announced on March 7, 2018. The timing and method of any repurchases, which will depend on a variety of factors, including market conditions, are subject to results of operations, financial conditions, cash requirements and other factors, and may be suspended or discontinued at any time.

During the three months ended April 3, 2021 and April 4, 2020, the Company withheld approximately 0.1 million and thirty-eight thousand shares, respectively, of stock to satisfy minimum tax withholding obligations arising in connection with the vesting of stock awards, which are included in treasury stock purchases in the consolidated statements of stockholders’ equity.

During the three months ended April 3, 2021 and April 4, 2020, the Company cancelled approximately two thousand and thirty-eight thousand shares that had been previously withheld to satisfy minimum tax withholding obligations arising in connection with the vesting of stock awards. The cancellations resulted in fifteen thousand and $0.3 million decreases in both treasury stock and additional paid in capital during the three months ended April 3, 2021 and April 4, 2020, respectively.

NOTE 17 — FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, restricted cash, trade accounts receivable and accounts payable approximate fair value as of April 3, 2021 and December 31, 2020, respectively, because of their relatively short maturities. The carrying amounts of the indebtedness under the Current ABL Facility and Current Cash Flow Revolver approximate fair value as the interest rates are variable and reflective of market rates. At April 3, 2021, there were no borrowings outstanding under the Current ABL Facility and the Current Cash Flow Revolver. The fair values of the remaining financial instruments not currently recognized at fair value on our consolidated balance sheets at the respective period ends were (in thousands): 

	April 3, 2021				December 31, 2020
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Term Loan Facility	$	2,491,563	$	2,487,203	$	2,497,967	$	2,485,477
8.00% Senior Notes	645,000		667,575		645,000		674,025
6.125% Senior Notes	500,000		531,250		500,000		530,000

The fair value of the term loan facility was based on recent trading activities of comparable market instruments, which are level 2 inputs and the fair values of the 8.00% and 6.125% senior notes were based on quoted prices in active markets for the identical liabilities, which are level 1 inputs.

Fair Value Measurements

ASC Subtopic 820-10, Fair Value Measurements and Disclosures, requires us to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:

Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets.

Level 2: Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborated inputs.

Level 3: Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants would price the assets or liabilities.

The following is a description of the valuation methodologies used for assets and liabilities measured at fair value. There have been no changes in the methodologies used as of April 3, 2021 and December 31, 2020.

Money market: Money market funds have original maturities of three months or less. The original cost of these assets approximates fair value due to their short-term maturity.

Mutual funds: Mutual funds are valued at the closing price reported in the active market in which the mutual fund is traded. 

Deferred compensation plan liability: Deferred compensation plan liability is comprised of phantom investments in the deferred compensation plan and is valued at the closing price reported in the active markets in which the money market and mutual funds are traded.

Interest rate swaps liability: Interest rate swap liability is based on cash flow hedge contracts that have fixed rate structures and are measured against market-based LIBOR yield curves. These interest rate swaps were classified within Level 2 of the fair

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value hierarchy because they were valued using alternative pricing sources or models that utilized market observable inputs, including current and forward interest rates.

Foreign currency hedges: The fair value of the foreign currency forward contracts are estimated using industry standard valuation models using market-based observable inputs, including spot rates, forward points, interest rates and volatility inputs (Level 2).

The following tables summarize information regarding our financial assets and liabilities that are measured at fair value on a recurring basis as of April 3, 2021 and December 31, 2020, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands):

	April 3, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Short-term investments in deferred compensation plan(1):
Money market	$	286	$	—	$	—	$	286
Mutual funds – Growth	564		—		—		564
Mutual funds – Blend	1,186		—		—		1,186
Mutual funds – Foreign blend	342		—		—		342
Mutual funds – Fixed income	—		149		—		149
Total short-term investments in deferred compensation plan(2)	2,378		149		—		2,527
Total assets	$	2,378	$	149	$	—	$	2,527
Liabilities:
Deferred compensation plan liability(2)	$	—	$	2,567	$	—	$	2,567
Foreign currency hedges(3)	—		678		—		678
Interest rate swap liability(4)	—		63,903		—		63,903
Total liabilities	$	—	$	67,148	$	—	$	67,148

	December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets:
Short-term investments in deferred compensation plan(1):
Money market	$	349	$	—	$	—	$	349
Mutual funds – Growth	487		—		—		487
Mutual funds – Blend	1,006		—		—		1,006
Mutual funds – Foreign blend	338		—		—		338
Mutual funds – Fixed income	—		153		—		153
Total short-term investments in deferred compensation plan(2)	2,180		153		—		2,333
Foreign currency hedge(3)	—		—		—		—
Total assets	$	2,180	$	153	$	—	$	2,333
Liabilities:
Deferred compensation plan liability(2)	$	—	$	2,339	$	—	$	2,339
Interest rate swap liability(4)	—		75,770		—		75,770
Total liabilities	$	—	$	78,109	$	—	$	78,109

(1)Unrealized holding gains (losses) for the three months ended April 3, 2021 and April 4, 2020 were $0.1 million and $(0.8) million, respectively. These unrealized holding gains (losses) were substantially offset by changes in the deferred compensation plan liability.

(2)The Company records the short-term investments in deferred compensation plan within investments in debt and equity securities, at market, and the deferred compensation plan liability within accrued compensation and benefits on the consolidated balance sheets.

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(3)In December 2020, the Company entered into forward contracts to hedge approximately $66.0 million of its 2021 non-functional currency inventory purchases. These forward contracts were established to protect the Company from variability in cash flows attributable to changes in the U.S. dollar relative to the Canadian dollar. As cash flow hedges, unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. The forward contracts are highly correlated to the changes in the U.S. dollar relative to the Canadian dollar. Unrealized gains and losses on these contracts are designated as effective or ineffective. The effective portion of such gains or losses is recorded as a component of accumulated other comprehensive income or loss, while the ineffective portion of such gains or losses is recorded as a component of cost of goods sold. Future realized gains and losses in connection with each inventory purchase will be reclassified from accumulated other comprehensive income or loss to cost of goods sold. The gains and losses on the derivative contracts that are reclassified from accumulated other comprehensive income or loss to current period earnings are included in the line item in which the hedged item is recorded in the same period the forecasted transaction affects earnings. During the three months ended April 3, 2021, the Company realized a loss of approximately $(0.1) million within cost of goods sold in the consolidated statement of operations based on these cash flow hedges. The changes in fair values of derivatives that have been designated and qualify as cash flow hedges are recorded in accumulated other comprehensive income or loss and are reclassified into cost of goods sold in the same period the hedged item affects earnings. Due to the high degree of effectiveness between the hedging instruments and the underlying exposures being hedged, fluctuations in the value of the derivative instruments are generally offset by changes in the fair value or cash flows of the underlying exposures being hedged. The changes in the fair value of derivatives that do not qualify as effective are immediately recognized in earnings.

(4)In May 2019, the Company entered into four-year interest rate swaps to mitigate variability in forecasted interest payments on $1,500.0 million of the Company’s term loan secured variable debt. The interest rate swaps effectively convert a portion of the floating rate interest payment into a fixed rate interest payment. There are three interest rate swaps that cover $500.0 million of notional debt each and fix the interest rate at 5.918%, 5.906% and 5.907%, respectively. The Company designated the interest rate swaps as qualifying hedging instruments and accounts for these derivatives as cash flow hedges. The interest rate swap liability is included within other long-term liabilities on the consolidated balance sheets. See the discussion in Note 21 — Subsequent Events for changes to the swaps on April 15, 2021 in connection with the Company’s debt refinancing transactions.

NOTE 18 — INCOME TAXES

Under FASB ASC 740-270, Income Taxes - Interim Reporting, each interim period is considered an integral part of the annual period and tax expense is measured using an estimated annual effective tax rate. Estimates of the annual effective tax rate at the end of interim periods are, of necessity, based on evaluations of possible future events and transactions and may be subject to subsequent refinement or revision. The Company calculates its quarterly tax provision consistent with the guidance provided by ASC 740-270, whereby the Company forecasts its estimated annual effective tax rate then applies that rate to its year-to-date ordinary pre-tax book income (loss). In addition, the Company excludes jurisdictions with a projected loss for the year or the year-to-date ordinary loss where the Company cannot recognize a tax benefit from its estimated annual effective tax rate. The impact of such an exclusion could result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of actual earnings versus annual projections. In addition to the tax resulting from applying the estimated annual effective tax rate to pre-tax book income (loss), the Company includes certain items treated as discrete events to arrive at an estimated effective tax rate. Future changes in the forecasted annual income (loss) projections, tax rate changes, or discrete tax items could result in significant adjustments to quarterly income tax expense in future periods in accordance with ASC 740-270.

For the three months ended April 3, 2021, the Company’s estimated annual effective income tax of ordinary forecasted pre-tax book income was approximately 30.6%, which varied from the statutory rate primarily due to state income tax expense, valuation allowances, and foreign income taxes. For the three months ended April 3, 2021, the effective tax rate was 91.8%, which varied from the annual effective tax rate due to discrete items recorded during the period, including interest recorded on unrecognized tax benefits, adjustments to state income tax rates, and stock compensation.

Valuation allowance

As of April 3, 2021, the Company remains in a valuation allowance position, in the amount of $11.9 million, against its deferred tax assets for certain state jurisdictions of certain entities as it is currently deemed “more likely than not” that the benefit of such net tax assets will not be utilized as the Company continues to be in a three-year cumulative loss position for these state jurisdictions. The Company will continue to monitor the positive and negative factors for these jurisdictions and make further changes to the valuation allowances as necessary.

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Unrecognized tax benefits

Despite the Company’s belief that its tax return positions are consistent with applicable tax laws, the Company believes that certain positions could be challenged by taxing authorities. The Company’s tax reserves reflect the difference between the tax benefit claimed on tax returns and the amount recognized in the consolidated financial statements. These reserves have been established based on management’s assessment as to potential exposure attributable to permanent differences as well as interest and penalties applicable to both permanent and temporary differences. The tax reserves are reviewed periodically and adjusted in light of changing facts and circumstances, such as progress of tax audits, lapse of applicable statutes of limitations and changes in tax law. The Company is currently under examination by various taxing authorities. During the three months ended April 3, 2021, the tax reserves increased by approximately $0.2 million. The increase is primarily due to additional interest expense related to previously recorded unrecognized tax benefits.

The liability for unrecognized tax benefits as of April 3, 2021 was approximately $11.9 million and is recorded in other long-term liabilities in the consolidated balance sheet.

CARES Act

Under the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) that was signed into law on March 27, 2020, the Company elected to defer employer side social security payments for approximately $19.9 million as of December 31, 2020, $10 million of which is recorded in current liabilities on the consolidated balance sheet. Approximately $10 million of the deferral will be paid by December 31, 2021 and the remainder will be paid by December 31, 2022.

NOTE 19 — SEGMENT INFORMATION

Operating segments are defined as components of an enterprise that engage in business activities for which discrete financial information is available and is evaluated on a regular basis by the chief operating decision maker to make decisions regarding the allocation of resources to the segment and assess the performance of the segment. The Company has three reportable segments: Windows, Siding and Commercial.

These operating segments follow the same accounting policies used for our consolidated financial statements. We evaluate a segment’s performance on a U.S. GAAP basis primarily upon operating income before corporate expenses.

Corporate assets consist primarily of cash, investments, prepaid expenses, current and deferred taxes and property, plant and equipment associated with our headquarters in Cary, North Carolina and office in Houston, Texas. These items (and income and expenses related to these items) are not allocated to the operating segments. Corporate unallocated expenses primarily include share-based compensation expenses, restructuring charges, acquisition-related costs, and other expenses related to executive, legal, finance, tax, treasury, human resources, information technology and strategic sourcing, and corporate travel expenses. Additional unallocated amounts primarily include non-operating items such as interest income, interest expense and other income (expense).

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The following table represents summary financial data attributable to the segments for the periods indicated (in thousands):

	Three Months Ended
	April 3, 2021		April 4, 2020
Net sales:
Windows	$	527,263	$	448,450
Siding	316,391		241,043
Commercial	423,378		424,318
Total net sales	$	1,267,032	$	1,113,811
Operating income (loss):
Windows	$	29,362	$	(313,190)
Siding	27,528		(168,867)
Commercial	41,585		16,841
Corporate	(43,267)		(35,575)
Total operating income (loss)	55,208		(500,791)
Unallocated other expense, net	(56,071)		(59,296)
Loss before taxes	$	(863)	$	(560,087)
	April 3, 2021		December 31, 2020
Total assets:
Windows	$	1,737,880	$	1,717,032
Siding	2,116,233		2,123,615
Commercial	918,886		890,380
Corporate	755,307		747,463
Total assets	$	5,528,306	$	5,478,490

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NOTE 20 — CONTINGENCIES

As a manufacturer of products primarily for use in building construction, the Company is inherently exposed to various types of contingent claims, both asserted and unasserted, in the ordinary course of business. As a result, from time to time, the Company and/or its subsidiaries become involved in various legal proceedings or other contingent matters arising from claims or potential claims arising out of its operations and businesses that cover a wide range of matters, including, among others, environmental, contract, employment, intellectual property, securities, personal injury, property damage, product liability, warranty, and modification, adjustment or replacement of component parts or units sold, which may include product recalls. The Company insures (or self insures) against these risks to the extent deemed prudent by its management and to the extent insurance is available. The Company regularly reviews the status of ongoing proceedings and other contingent matters along with legal counsel. Liabilities for such items are recorded when it is probable that the liability has been incurred and when the amount of the liability can be reasonably estimated. Liabilities are adjusted when additional information becomes available. Management believes that the ultimate disposition of these matters will not have a material adverse effect on the Company’s results of operations, financial position or cash flows. However, such matters are subject to many uncertainties and outcomes and are not predictable with assurance.

Further, due to the lack of adequate information and the potential impact of present regulations and any future regulations, there are certain circumstances in which no range of potential exposure may be reasonably estimated. Also, it is not possible to ascertain the ultimate legal and financial liability with respect to certain contingent liabilities, including lawsuits, and therefore no such estimate has been made as of April 3, 2021.

Environmental

The Company’s operations are subject to various federal, state, local and foreign environmental, health and safety laws. Among other things, these laws regulate the emissions or discharge of materials into the environment; govern the use, storage, treatment, disposal and management of hazardous substances and wastes; protect the health and safety of its employees and the end-users of its products; regulate the materials used in its products; and impose liability for the costs of investigating and remediating (as well as other damages resulting from) present and past releases of hazardous substances. Violations of these laws or of any conditions contained in environmental permits can result in substantial fines or penalties, injunctive relief, requirements to install pollution controls or other equipment, and civil sanctions.

The Company could be held liable for costs to investigate, remediate or otherwise address contamination at any real property it has ever owned, operated or used as a disposal site, or at other sites where we or predecessors may have released hazardous materials. The Company could incur fines, penalties or sanctions or be subject to third-party claims, including indemnification claims, for property damage, personal injury or otherwise as a result of violations of (or liabilities under) environmental, health and safety laws, or in connection with releases of hazardous or other materials.

MW Manufacturers Inc. (“MW”), a subsidiary of Ply Gem Industries, Inc., entered into a September 2011 Administrative Order on Consent with the EPA under the Corrective Action Program to address known releases of hazardous substances at MW’s Rocky Mount, Virginia property. A Phase I RCRA Facility Investigation (“RFI”) was submitted to the Virginia Department of Environmental Quality (“VDEQ”) in December 2015, and a Phase II RFI and the Human Health Risk Assessment and Baseline Ecological Risk Assessment were submitted in October 2018. A Limited Corrective Measures Study (“LCMS”) based on the investigations was submitted to the VDEQ for review and approval in September 2019. The VDEQ concurred with the LCMS and prepared a Statement of Basis, which was published for a 30-day public review and comment in April 2021. The Company has recorded a liability of $4.5 million for this MW site, of which $1.0 million is in other current liabilities in the Company’s consolidated balance sheet as of April 3, 2021. 

The EPA is investigating groundwater contamination at a Superfund site in York, Nebraska, referred to as the PCE/TCE Northeast Contamination Site (“PCE/TCE Site”). Kroy Building Products, Inc. (“KBP”), a subsidiary of Ply Gem Industries, Inc., has been identified as a potentially responsible party (“PRP”) at the site and has liability for investigation and remediation costs associated with the contamination. On May 17, 2019, KBP and an unrelated respondent, Kroy Industries, Inc., entered into an Administrative Settlement Agreement and Order on Consent with the EPA to conduct a Remedial Investigation/Feasibility Study (“RI/FS”) of the PCE/TCE Site. A final RI/FS Work Plan was submitted to EPA in November 2019 and approved in December 2019. RI Phase I field sampling and mobile laboratory analysis was initiated in Spring 2020. After a delay due to worsening conditions of the COVID-19 pandemic, Phase 2 of the R1 Phase field work is anticipated to resume in Q2 2021. The Company has recorded a liability of $4.4 million within other current liabilities in its consolidated balance sheet as of April 3, 2021. The Company will adjust our remediation liability in future periods, if necessary, as the RI/FS progresses or if additional requirements are imposed. The Company may be able to recover a portion of costs incurred in connection with the PCE/TCE Site from other potentially responsible parties, though there is no assurance we would receive any funds.

Based on current information, the Company is not aware of any environmental compliance obligations, claims or investigations that will have a material adverse effect on its results of operations, cash flows or financial position except as

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otherwise disclosed in the Company’s consolidated financial statements. However, there can be no guarantee that previously known or newly discovered matters will not result in material costs or liabilities.

Litigation

The Company believes it has valid defenses to the outstanding claims discussed below and will vigorously defend all such claims; however, litigation is subject to many uncertainties and there cannot be any assurance that the Company will ultimately prevail or, in the event of an unfavorable outcome or settlement of litigation, that the ultimate liability would not be material and would not have a material adverse effect on the business, results of operations, cash flows or financial position of the Company.

In November 2018, Aurora Plastics, LLC (“Aurora”) initiated an arbitration demand against Atrium Windows and Doors, Inc., Atrium Extrusion Systems, Inc., and North Star Manufacturing (London) Ltd. (collectively, “Atrium”) pursuant to a Third Amended and Restated Vinyl Compound and Supply Agreement dated as of December 22, 2016. A settlement was reached in this case during the fourth quarter of 2019. The Company has a $3.9 million liability related to the settlement, of which $2.3 million is in other current liabilities in the Company’s consolidated balance sheet as of April 3, 2021.

On November 14, 2018, an individual stockholder, Gary D. Voigt, filed a putative class action Complaint in the Delaware Court of Chancery against Clayton Dubilier & Rice, LLC (“CD&R”), Clayton, Dubilier & Rice Fund VIII, L.P. (“CD&R Fund VIII”), and certain directors of the Company. Voigt purports to assert claims on behalf of himself, on behalf of a class of other similarly situated stockholders of the Company, and derivatively on behalf of the Company, the nominal defendant. An Amended Complaint was filed on April 11, 2019. The Amended Complaint asserts claims for breach of fiduciary duty and unjust enrichment against CD&R Fund VIII and CD&R, and for breach of fiduciary duty against twelve director defendants in connection with the Merger. Defendants moved to dismiss the Amended Complaint and, on February 10, 2020, the court denied the motions except as to four of the director defendants. Voigt seeks damages in an amount to be determined at trial.

Other contingencies

The Company’s imports of fabricated structural steel (“FSS”) from its Mexican affiliate, Building Systems de Mexico S.A. de C.V. (“BSM”) were subject to antidumping (“AD”) and countervailing duty (“CVD”) tariff proceedings before the U.S. Department of Commerce (“DOC”) and the U.S. International Trade Commission (“USITC”). The proceedings were initiated in February 2019 by the American Institute of Steel Construction against FSS being imported into the USA from Mexico, Canada, and China. In 2019, the DOC issued preliminary tariff rates and in 2020 finalized CVD and AD tariff rates of 0% and 8.47%, respectively, for the Company’s imports of FSS from BSM. However, in February 2020, in a 3 to 2 vote, the USITC concluded there was no injury or threat of injury to the domestic FSS industry. In March 2020 the USITC opinion was published in the Federal Register, ceasing the Company’s requirement to pay the AD and CVD tariffs. The Company received full reimbursement for the $4.1 million in tariffs previously deposited with United States Customs and Border Protection and recorded a reduction in costs of sales during the fiscal year ended December 31, 2020. This matter has been appealed and the Company will continue to vigorously advocate its position that its import of FSS from BSM should not be subject to any CVD or AD tariffs.

NOTE 21 — SUBSEQUENT EVENTS

Debt Refinancing

In connection with the debt refinancing transactions described below, we incurred costs of approximately $3.5 million during the three months ended April 3, 2021, of which $3.0 million are associated with the modification/extinguishment of the debt instruments that would not qualify for capitalization upon completion of the debt refinancing transactions on April 15, 2021. As such, these non-capitalizable costs are recorded in selling, general and administrative expenses in the consolidated statement of operations for the three months ended April 3, 2021.

Cash Flow Credit Agreement

On April 15, 2021, the Company entered into a Second Amendment to Cash Flow Credit Agreement (the “Second Amendment"), among the Company, the several banks and other financial institutions party thereto (the "Cash Flow Lenders") and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the “Cash Flow Agent”), which amended the Cash Flow Credit Agreement to, among other things:

•Terminate $92.0 million of commitments by Cash Flow Lenders under the Company’s cash flow-based revolving credit facility of up to $115.0 million, maturing on April 12, 2023 (the “Existing Cash Flow Revolver”) and;

•Replace such commitments with $92.0 million of extended cash flow-based revolving commitments, maturing on April 12, 2026 (the “Extended Cash Flow Revolver” and together with the Existing Cash Flow Revolver, the “Cash Flow Revolver”).

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On April 15, 2021, the Company entered into (i) a Third Amendment to Cash Flow Credit Agreement (the “Third Amendment”), among the Company, the subsidiary guarantors parties thereto, the Cash Flow Lenders party thereto and the Cash Flow Agent and (ii) an Increase Supplement (the “Increase Supplement”), between the Company and JPMorgan Chase Bank, N.A., as the increasing lender. The Third Amendment amended the Cash Flow Credit Agreement to, among other things, refinance the Company’s term loan facility in an original aggregate principal amount of $1,755.0 million (the “Existing Term Loan Facility”) with Tranche B Term Loans in an aggregate principal amount of approximately $2,491.6 million, maturing on April 12, 2028. The Increase Supplement supplemented the Cash Flow Credit Agreement to, among other things, increase the aggregate principal amount of the Tranche B Term Loan Facility by approximately $108.4 million (the “Incremental Tranche B Term Loans”), for a total principal amount of $2,600.0 million (the “Tranche B Term Loan Facility” and together with the Cash Flow Revolver, the “Cash Flow Facilities”). Proceeds of the Incremental Tranche B Term Loans were used, together with cash on hand, (i) for the redemption of all of the Existing Notes (as defined below) (the “Senior Notes Redemption”) and (ii) to pay any fees and expenses incurred in connection with the extension and refinancing of the Company’s senior credit facilities and the Senior Notes Redemption.

ABL Credit Agreement

On April 15, 2021, the Company entered into Amendment No. 6 to the ABL Credit Agreement, by and among the Company, the subsidiary borrowers party thereto, the several banks and financial institutions party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent, which amended the ABL Credit Agreement in order to, among other things:

•Terminate the existing revolving commitments of each of the Extending ABL Credit Lenders (as defined in therein), originally maturing on April 12, 2023 (the “Existing ABL Commitments”); and

•Replace the Existing ABL Commitments with an extended revolving commitment of $611.0 million, maturing on April 12, 2026 (the “Extended ABL Commitments”).

Redemption of 8.00% Senior Notes

On April 15, 2021, the Company redeemed the outstanding $645 million aggregate principal amount of the 8.00% Senior Notes for $670.8 million using cash on hand and proceeds from the Incremental Tranche B Term Loans. The redemption is expected to result in a pre-tax loss on extinguishment of debt of $41.8 million during the three and six months ending July 3, 2021, comprising the make-whole premium of $25.8 million and the write-off of $16.0 million in unamortized deferred financing costs.

Interest Rate Swap Agreements

All the following interest rate swap transactions were completed in connection with the debt refinancing transactions on April 15, 2021. The Company terminated two swap contracts on an aggregate notional value of $1.0 billion. These contracts were due to mature in July 2023. The Company entered into two swap contracts (not designated as cash flow hedges) in which the Company will receive a fixed amount from the counterparties to offset an existing swap contract maturing in July 2023 on a notional value of $500 million that was not terminated but was de-designated as a cash flow hedge. The Company also entered into two interest rate swap contracts maturing in April 2026 on an aggregate notional value of $1.5 billion associated with the Tranche B Term Loan Facility and will pay fixed rates to the counterparties. These contracts are designated as cash flow hedges.

Acquisition

On April 30, 2021, the Company acquired Prime Windows LLC (“Prime”). Prime serves residential new construction and repair and remodel markets with energy efficient vinyl window and door products from two manufacturing facilities in the United States, expanding our manufacturing capabilities and creating new opportunities for us in the Western United States. This acquisition was funded through borrowings under the Company’s existing credit facilities. We are in the process of allocating the purchase price to identifiable assets and liabilities. The Company expects Prime’s results to be reported within the Windows segment.

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CORNERSTONE BUILDING BRANDS, INC.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following information should be read in conjunction with the unaudited consolidated financial statements included herein under “Item 1. Unaudited Consolidated Financial Statements” and the audited consolidated financial statements and the notes thereto and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

FORWARD LOOKING STATEMENTS

This Quarterly Report includes statements concerning our expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are not historical facts. These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied by these statements. In some cases, our forward-looking statements can be identified by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “predict,” “projection,” “should,” “will,” “target” or other similar words. We have based our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that assumptions, beliefs, expectations, intentions and projections about future events may and often do vary materially from actual results. Therefore, we cannot assure you that actual results will not differ materially from those expressed or implied by our forward-looking statements. Accordingly, investors are cautioned not to place undue reliance on any forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, these expectations and the related statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected. These risks, uncertainties and other factors include, but are not limited to:

•industry cyclicality and seasonality and adverse weather conditions;

•challenging economic conditions affecting the nonresidential construction industry;

•downturns in the residential new construction and repair and remodeling end markets, or the economy or the availability of consumer credit;

•volatility in the United States (“U.S.”) economy and abroad, generally, and in the credit markets;

•the severity, duration and spread of the COVID-19 pandemic, as well as actions that may be taken by the Company or governmental authorities to contain COVID-19 or to treat its impact;

•an impairment of our goodwill and/or intangible assets;

•our ability to successfully develop new products or improve existing products;

•the effects of manufacturing or assembly realignments;

•seasonality of the business and other external factors beyond our control;

•commodity price volatility and/or limited availability of raw materials, including polyvinyl chloride (“PVC”) resin, glass, aluminum, and steel;

•our ability to identify and develop relationships with a sufficient number of qualified suppliers and to avoid a significant interruption in our supply chains;

•retention and replacement of key personnel;

•enforcement and obsolescence of our intellectual property rights;

•costs related to compliance with, violations of or liabilities under environmental, health and safety laws;

•changes in building codes and standards;

•competitive activity and pricing pressure in our industry;

•our ability to make strategic acquisitions accretive to earnings and dispositions at favorable prices and terms;

•our ability to carry out our restructuring plans and to fully realize the expected cost savings;

•global climate change, including legal, regulatory or market responses thereto;

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•breaches of our information system security measures;

•damage to our computer infrastructure and software systems;

•necessary maintenance or replacements to our enterprise resource planning technologies;

•potential personal injury, property damage or product liability claims or other types of litigation;

•compliance with certain laws related to our international business operations;

•increases in labor costs, potential labor disputes, union organizing activity and work stoppages at our facilities or the facilities of our suppliers;

•significant changes in factors and assumptions used to measure certain of our defined benefit plan obligations and the effect of actual investment returns on pension assets;

•the cost and difficulty associated with integrating and combining acquired businesses;

•volatility of the Company’s stock price;

•substantial governance and other rights held by the Investors;

•the effect on our common stock price caused by transactions engaged in by the Investors, our directors or executives;

•our substantial indebtedness and our ability to incur substantially more indebtedness;

•limitations that our debt agreements place on our ability to engage in certain business and financial transactions;

•our ability to obtain financing on acceptable terms;

•downgrades of our credit ratings;

•the effect of increased interest rates on our ability to service our debt; and

•other risks detailed under the caption “Risk Factors” in this Quarterly Report on Form 10-Q, and in Part I, Item 1A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “2020 Form 10-K”), and other filings we make with the SEC.

A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. We believe that we have chosen these assumptions or bases in good faith and that they are reasonable. However, we caution you that assumed facts or bases almost always vary from actual results, and the differences between assumed facts or bases and actual results can be material, depending on the circumstances. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this report, including those described under the caption “Risk Factors” in this report and the 2020 Form 10-K, and other risks described in documents subsequently filed by the Company from time to time with the SEC. We expressly disclaim any obligations to release publicly any updates or revisions to these forward-looking statements to reflect any changes in our expectations unless the securities laws require us to do so. 

OVERVIEW

Cornerstone Building Brands, Inc. is the largest manufacturer of exterior building products in North America. The Company serves residential and commercial customers across new construction and the repair & remodel markets. Our mission is to be relentlessly committed to our customers and to create great building solutions that enable communities to grow and thrive.

We have developed and continue to implement a well-defined business strategy focused on (i) driving profitable growth in new and existing markets; (ii) leveraging operational excellence across our businesses; (iii) implementing a capital allocation framework balanced between a focus on opportunistic investment in high return initiatives and continued debt repayment; and (iv) operating every part of our business with an ongoing commitment to sustainability.

We believe that by focusing on operational excellence every day, creating a platform for future growth and investing in market-leading residential and commercial building brands, we will deliver unparalleled financial results. We design, engineer, manufacture, install and market external building products through our three operating segments: Windows, Siding, and Commercial.

Our manufacturing processes are vertically integrated, which we believe provides cost and competitive advantages. As the #1 manufacturer of vinyl windows, vinyl siding, insulated metal panels, metal roofing and wall systems and metal accessories, Cornerstone Building Brands combines a diverse portfolio of products with an expansive national footprint that includes over 20,500 employees at manufacturing, distribution and office locations primarily in North America.

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At Cornerstone Building Brands, corporate stewardship is a responsibility that is deeply embedded in our 75-year history. Our sustainable business practices have given us the staying power to make a real difference in countless cities and neighborhoods.

Our sales and earnings are subject to both seasonal and cyclical trends and are influenced by general economic conditions, interest rates, the price of material costs relative to other building materials, the level of residential and nonresidential construction activity, repair and retrofit demand and the availability and cost of financing for construction projects. Our sales normally are lower in the first and fourth fiscal quarters of each year compared to the second and third fiscal quarters because of unfavorable weather conditions for construction and typical business planning cycles affecting construction.

Markets We Serve

Our products are available across several large and attractive end markets, including residential new construction, repair and remodel and low-rise non-residential construction. We believe that there are favorable underlying fundamental factors that will drive long-term growth across the end markets in which we operate. We also believe that the ongoing COVID-19 pandemic, while still causing economic uncertainty worldwide, has driven strong demand for residential repair and remodel activity, residential new construction and select segments of the low-rise non-residential construction market, such as distribution, warehouse, healthcare and educational facilities in suburban regions; however, the COVID-19 pandemic has also caused challenges in other areas of non-residential construction, most notably in retail and commercial office facilities in densely populated urban centers, where we have minimal, if any, participation. We believe our business is well-positioned to benefit from broader societal and population trends favoring suburban regions, as employment and living preferences shift towards such regions.

Cornerstone Building Brands is deeply committed to the communities where our customers and employees live, work and play. We recognize that our customers are increasingly environmentally conscious in their purchasing behavior, and we believe our sustainable solutions favorably address these evolving consumer preferences. For example, certain products in our portfolio are high in recycled end content, virtually 100% recyclable at the end of their useful life and often manufactured to meet or exceed specified sustainability targets, such as ENERGY STAR and LEED certifications. We recognize that efficient use of recycled materials helps to conserve natural resources and reduces environmental impact, and we are committed to driving these sustainable practices throughout our business.

COVID-19 Update

We experienced an overall decrease in customer demand across all our markets during 2020 as the COVID-19 pandemic caused temporary closures of non-life sustaining businesses delaying construction activity. Throughout this pandemic, the Company has been adhering to mandates and other guidance from local governments and health authorities as well as taken extraordinary measures and invested significantly in practices to protect the health and safety of our employees and our communities. During 2020, the Company quickly implemented a range of actions aimed at reducing costs and preserving liquidity. These actions included plant closures, permanent workforce reductions, employee furloughs, a hiring freeze, a deferral of annual wage raises, and reducing discretionary and non-essential expenses, such as consulting expenses. Additionally, we reduced capital expenditures to focus on key strategic initiatives, such as automation, product innovation, and critical maintenance items. We believe our business model, our existing balances of domestic cash and cash equivalents, availability under our revolving credit facilities, currently anticipated operating cash flows, and overall liquidity will be sufficient to meet our cash needs arising in the ordinary course of business for the next twelve months. We will continue to evaluate the nature and extent of the COVID-19 pandemic’s impact on our financial condition, results of operations and cash flows.

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RESULTS OF OPERATIONS

The following table represents key results of operations on a consolidated basis for the periods indicated:

	Three Months Ended
(Amounts in thousands)	April 3, 2021			April 4, 2020			$ change	% change
Net sales	$	1,267,032		$	1,113,811		153,221	13.8	%
Gross profit	259,729			230,887			28,842	12.5	%
% of net sales	20.5		%	20.7		%
Selling, general and administrative expenses	153,168			164,954			(11,786)	(7.1)	%
% of net sales	12.1		%	14.8		%
Restructuring and impairment charges, net	1,838			13,835			(11,997)	(86.7)	%
Strategic development and acquisition related costs	3,313			4,857			(1,544)	(31.8)	%
Interest expense	56,499			54,835			1,664	3.0	%
Net loss	(1,655)			(542,073)			540,418	(99.7)	%

Net sales - Consolidated net sales for the three months ended April 3, 2021 increased by approximately 13.8% as compared to the same period last year. Approximately 9% of the increase was primarily driven by strong demand for residential products sold through the Windows and Siding segments, which made up 66.6% of total net sales for the quarter. Additionally, the Company realized favorable price/mix as a result of several price increases that were announced in response to rising commodity costs and other inflationary impacts.

Gross profit % of net sales - The Company’s gross profit percentage was 20.5% for the three months ended April 3, 2021, which was a 20 basis point decline over the three months ended April 4, 2020. As a result of the quick pace of recovery experienced across many end-markets, there has been a rapid rise in raw materials and many other manufacturing input costs. While we have responded by remaining disciplined with price leadership, the timing delay between when costs were incurred and when the price increase was realized compressed margins. Additionally, the pace and length of time we remain in an inflationary environment can have the effect of reducing gross profit margins. We remain focused on structurally improving our highly variable cost structure through cost-out initiatives. During the first quarter of 2021, we have realized approximately $17 million of year over year cost structure improvements.

Selling, general, and administrative expenses decreased 7.1% during the three months ended April 3, 2021, compared to the three months ended April 4, 2020. Effective management of near-term costs coupled with structural cost savings initiatives executed in 2020 in response to the COVID-19 pandemic drove the lower selling, general, and administrative expenses at April 3, 2021 as compared to April 4, 2020. Additionally, during the first quarter of 2021, we realized approximately $7 million of year over year savings from cost reduction initiatives.

Restructuring and impairment charges, net decreased $12.0 million during the three months ended April 3, 2021, compared to the three months ended April 4, 2020, primarily due to completion of operational and organizational actions taken in response to the COVID-19 pandemic.

Strategic development and acquisition related costs decreased $1.5 million during the three months ended April 3, 2021 compared to the three months ended April 4, 2020 as these activities have decreased.

Interest expense increased $1.7 million or 3.0% in the three months ended April 3, 2021 as compared to the three months ended April 4, 2020, primarily as a result of the $500 million bond offering completed in the third quarter of 2020 in order to preserve financial flexibility in light of uncertainty in the global markets resulting from the COVID-19 pandemic.

Consolidated provision (benefit) for income taxes was an expense of $0.8 million for the three months ended April 3, 2021 compared to a benefit of $18.0 million for the three months ended April 4, 2020. The effective tax rate for the three months ended April 3, 2021 was 91.8% compared to 3.2% for the three months ended April 4, 2020. The change in the effective tax rate was primarily driven by the improved financial results for the three months ended April 3, 2021 and the impact associated with the goodwill impairment recorded during the three months ended April 4, 2020.

Net loss was $1.7 million or $0.01 per diluted share for the three months ended April 3, 2021. Effective execution of our priorities, which included maintaining cost discipline, strengthening price leadership, driving operational excellence and investing in growth opportunities delivered improved profitability in the first quarter of 2021 as compared to the same period in the prior year.

Segment Results of Operations

We report our segment information in the same way management internally organizes the business in assessing performance and making decisions regarding allocation of resources in accordance with ASC 280, Segment Reporting. We have

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determined that we have three reportable segments, organized and managed principally by the different industry sectors they serve. While the segments often operate using shared infrastructure, each reportable segment is managed to address specific customer needs in these diverse market sectors. We report all other business activities in Corporate and unallocated costs. Corporate assets consist primarily of cash, investments, prepaid expenses, current and deferred taxes and property, plant and equipment associated with our headquarters in Cary, North Carolina and office in Houston, Texas. These items (and income and expenses related to these items) are not allocated to the operating segments. Corporate unallocated expenses primarily include share-based compensation expenses, restructuring charges, acquisition costs, and other expenses related to executive, legal, finance, tax, treasury, human resources, information technology and strategic sourcing, and corporate travel expenses. Additional unallocated amounts primarily include non-operating items such as interest income, interest expense and other income (expense).

One of the primary measurements used by management to measure the financial performance of each segment is Adjusted EBITDA. We define Adjusted EBITDA as net income (loss), adjusted for the following items: income tax (benefit) expense; depreciation and amortization; interest expense, net; restructuring and impairment charges; acquisition costs; non-cash charges; goodwill impairment; share-based compensation expense; non-cash foreign exchange transaction/translation (income) loss; other non-cash items; and other items.

The presentation of segment results below includes a reconciliation of the changes for each segment reported in accordance with U.S. GAAP to a pro forma basis to allow investors and the Company to meaningfully evaluate the percentage change on a comparable basis from period to period. The pro forma financial information is based on the historical information of Cornerstone and Kleary Masonry, Inc. (“Kleary”), which the Company acquired on March 2, 2020. The pro forma financial information does not give effect to the potential impact of current financial conditions, any anticipated synergies, operating efficiencies or cost savings that may result from the Kleary acquisition or any integration costs. Pro forma balances are not necessarily indicative of operating results had the Kleary acquisition occurred on January 1, 2020 or of future results.

See Note 19 — Segment Information in the notes to the unaudited consolidated financial statements for more information on our segments.

NON-GAAP FINANCIAL MEASURES

Set forth below are certain “non-GAAP financial measures” as defined under the Securities Exchange Act of 1934 and in accordance with Regulation G. Management believes the use of such non-GAAP financial measures assists investors in understanding the ongoing operating performance of the Company by presenting the financial results between periods on a more comparable basis. Such non-GAAP financial measures should not be construed as an alternative to reported results determined in accordance with U.S. GAAP. We have included reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and provided in accordance with U.S. GAAP.

The following tables presents a comparison of net sales as reported to pro-forma net sales for Cornerstone as if the Kleary acquisition had occurred on January 1, 2020:

	Three months ended April 3, 2021						Three months ended April 4, 2020
(Amounts in thousands)	Reported		Acquisitions		Pro Forma		Reported		Acquisitions		Pro Forma
Net Sales
Windows	$	527,263	$	—	$	527,263	$	448,450	$	—	$	448,450
Siding	316,391		—		316,391		241,043		8,358		249,401
Commercial	423,378		—		423,378		424,318		—		424,318
Total Net Sales	$	1,267,032	$	—	$	1,267,032	$	1,113,811	$	8,358	$	1,122,169

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The following tables reconcile Adjusted EBITDA and pro forma Adjusted EBITDA to operating income (loss) for the periods indicated.

Consolidated
	Three Months Ended
(Amounts in thousands)	April 3, 2021			April 4, 2020
Net sales	$	1,267,032		$	1,113,811
Impact of Kleary acquisition(1)	—			8,358
Pro forma net sales	$	1,267,032		$	1,122,169
Operating income (loss), GAAP	$	55,208		$	(500,791)
Restructuring and impairment charges, net	1,838			13,992
Strategic development and acquisition related costs	3,313			4,857
Goodwill impairment	—			503,171
Depreciation and amortization	72,615			69,769
Other (2)	6,174			5,213
Adjusted EBITDA	139,148			96,211
Impact of Kleary acquisition(1)	—			1,869
Pro Forma Adjusted EBITDA	$	139,148		$	98,080
Pro Forma Adjusted EBITDA as a % of Pro Forma Net Sales	11.0		%	8.7		%

(1)Reflects the net sales and Adjusted EBITDA of Kleary for the period January 1, 2020 to March 1, 2020.

(2)Primarily includes $3.3 million and $3.4 million of share based compensation for the three months ended April 3, 2021 and April 4, 2020, respectively; $3.0 million in costs for the three months ended April 3, 2021 associated with debt refinancing transactions; and $(0.6) million and $1.2 million of COVID-19 related costs for the three months ended April 3, 2021 and April 4, 2020, respectively.

Operating income (loss) for the three months ended April 3, 2021 increased to $55.2 million of operating income as compared to an operating loss of $500.8 million in the three months ended April 4, 2020 primarily as a result of a goodwill impairment of $503.2 million in the comparable period.

Adjusted EBITDA for the three months ended April 3, 2021 was $139.1 million or 11.0% of net sales, an improvement of 8.7% or 230 basis points from the pro forma period a year ago. The improvement was due to strong volumes in the residential end-markets of approximately $29 million, favorable SG&A of approximately $14 million primarily as a result of cost reduction actions taken in 2020 in response to the COVID-19 pandemic, and net manufacturing efficiencies of $3 million, partially offset by unfavorable price/mix, net of inflation, as a result of rising commodity costs and other inflationary impacts. These results represent the eighth consecutive quarter of year over year Adjusted EBITDA margin expansion and record first quarter earnings for the Company.

Windows
	Three Months Ended
(Amounts in thousands)	April 3, 2021			April 4, 2020
Net Sales	$	527,263		$	448,450
Operating income (loss), GAAP	$	29,362		$	(313,190)
Restructuring and impairment charges, net	932			1,466
Strategic development and acquisition related costs	—			16
Goodwill impairment	—			320,990
Depreciation and amortization	30,798			29,853
Other	(87)			1,713
Adjusted EBITDA	$	61,005		$	40,848
Adjusted EBITDA as a % of Net Sales	11.6		%	9.1		%

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Net sales for the three months ended April 3, 2021 was 17.6% higher than the same period in the prior year, due to strong demand from residential end markets of approximately 15% coupled with favorable price/mix as a result of increased prices in response to rising commodity costs and other inflationary impacts.

Operating income (loss) for the three months ended April 3, 2021 increased to $29.4 million operating income, as compared to an operating loss of $313.2 million for the three months ended April 4, 2020, primarily due to a goodwill impairment in the comparable period.

Adjusted EBITDA was $61.0 million or 11.6% as a percent of net sales, an improvement of 250 basis points over the three months ended April 4, 2020, which is the eighth consecutive quarter of Adjusted EBITDA year over year margin expansion. Margin expansion over prior year was a result of the volume leverage from increased demand and benefits from cost savings initiatives.

Siding
	Three Months Ended
(Amounts in thousands)	April 3, 2021			April 4, 2020
Net Sales	$	316,391		$	241,043
Impact of Kleary acquisition(1)	—			8,358
Pro forma net sales	$	316,391		$	249,401
Operating income (loss), GAAP	$	27,528		$	(168,867)
Restructuring and impairment charges, net	141			1,091
Strategic development and acquisition related costs	323			21
Goodwill impairment	—			176,774
Depreciation and amortization	29,148			28,007
Other	(19)			(292)
Adjusted EBITDA	$	57,121		$	36,734
Impact of Kleary acquisition(1)	—			1,869
Pro Forma Adjusted EBITDA	$	57,121		$	38,603
Adjusted EBITDA as a % of Net Sales	18.1		%	15.2		%
Pro Forma Adjusted EBITDA as a % of Pro Forma Net Sales	18.1		%	15.5		%

(1)Reflects the net sales and Adjusted EBITDA of Kleary for the period January 1, 2020 to March 1, 2020.

Net sales for the three months ended April 3, 2021 was 26.9% higher than the pro forma net sales in the same period a year ago. During the quarter, order momentum was strong as wholesale and retail demand outpaced prior year driving approximately 19% higher shipped volume and favorable price/mix as a result of increased prices in response to rising commodity costs and other inflationary impacts.

Operating income (loss) for the three months ended April 3, 2021 increased to $27.5 million operating income, as compared to an operating loss of $168.9 million for the three months ended April 4, 2020, primarily due to a goodwill impairment in the comparable period.

Adjusted EBITDA was $57.1 million or 18.1% as a percent of net sales, an improvement of 260 basis points as compared to the pro forma Adjusted EBITDA as a percent of pro forma net sales for the three months ended April 4, 2020. This was the eighth consecutive quarter of year over year margin expansion. Margin expansion over prior year was a result of the volume leverage from increased demand and benefits from cost savings initiatives, primarily in selling, general and administrative expenses.

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Commercial
	Three Months Ended
(Amounts in thousands)	April 3, 2021			April 4, 2020
Net Sales	$	423,378		$	424,318
Operating income, GAAP	$	41,585		$	16,841
Restructuring and impairment charges, net	672			11,705
Strategic development and acquisition related costs	58			(105)
Goodwill impairment	—			5,407
Depreciation and amortization	11,360			10,901
Other	(257)			1,227
Adjusted EBITDA	$	53,418		$	45,976
Adjusted EBITDA as a % of Net Sales	12.6		%	10.8		%

Net sales for the three months ended April 3, 2021 of $423.4 million was essentially flat as compared to the same period a year ago due to unfavorable volume from three less ship days in the first quarter of 2021 as compared to the first quarter of 2020 offset by favorable price/mix as a of result of increased prices in response to rising commodity costs and other inflationary impacts.

Operating income for the three months ended April 3, 2021 was $41.6 million, an increase of $24.7 million or 146.9% compared to the three months ended April 4, 2020, due to approximately $14.0 million of lower selling, general and administrative expenses, $11.0 million of lower restructuring and impairment charges, improved manufacturing efficiencies and structural cost, $5.0 million of a goodwill impairment incurred in the comparable period offset by approximately $7.0 million of unfavorable price/mix, net of inflation and lower volume.

Adjusted EBITDA was $53.4 million or 12.6% as a percent of net sales, an improvement of 180 basis points over the same period a year ago. This was the eighth consecutive quarter of year over year margin expansion. Margin expansion over prior year was primarily due to realized benefits from cost reduction initiatives and manufacturing efficiencies.

Unallocated Operating Earnings (Losses), Interest, and Provision (Benefit) for Income Taxes

	Three Months Ended
(Amounts in thousands)	April 3, 2021		April 4, 2020
Statement of operations data:
SG&A expenses	$	(40,334)	$	(30,650)
Acquisition related expenses	(2,933)		(4,925)
Operating loss	$	(43,267)	$	(35,575)

Unallocated operating losses include items that are not directly attributed to or allocated to our reporting segments. Such items include legal costs, corporate payroll, and unallocated finance and accounting expenses. The unallocated operating loss for the three months ended April 3, 2021 increased by $7.7 million or 21.6% compared to the three months ended April 4, 2020. The change is due primarily to the return of near-term expenses such as bonus and commission costs. Unallocated operating loss includes $3.3 million and $3.4 million of share-based compensation expense for the three months ended April 3, 2021 and April 4, 2020, respectively.

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LIQUIDITY AND CAPITAL RESOURCES

General

Our principal source of funds is cash generated from operations, supplemented by borrowings against our asset-based lending and revolving credit facility. We typically invest our excess cash in various overnight investments that are issued or guaranteed by the U.S. federal government. Our cash, cash equivalents and restricted cash decreased from $680.5 million as of December 31, 2020 to $672.9 million as of April 3, 2021. The following table summarizes our consolidated cash flows for the three months ended April 3, 2021 and April 4, 2020 (in thousands):

	Three Months Ended
	April 3, 2021		April 4, 2020
Net cash provided by (used in) operating activities	$	20,031	$	(2,224)
Net cash used in investing activities	(20,695)		(67,424)
Net cash provided by (used in) financing activities	(7,459)		453,268
Effect of exchange rate changes on cash and cash equivalents	585		(2,302)
Net increase (decrease) in cash, cash equivalents and restricted cash	(7,538)		381,318
Cash, cash equivalents and restricted cash at beginning of period	680,478		102,307
Cash, cash equivalents and restricted cash at end of period	$	672,940	$	483,625

Operating Activities

The Company generated strong cash flow during the three months ended April 3, 2021, with cash flow from operations of $20.0 million, a cash generation improvement of $22.3 million over the three months ended April 4, 2020. The improvement was primarily driven by higher earnings in the period and the amount and timing of accrued sales and marketing and compensation-related expenses, partially offset by investments in working capital to support market demand.

The following table shows the impact of working capital items on cash during the three months ended April 3, 2021 and April 4, 2020, respectively (in thousands):

	Three Months Ended
	April 3, 2021		April 4, 2020		$ Change
Net cash (used in) provided by:
Accounts receivable	$	(47,157)	$	20,532	$	(67,689)
Inventories	(62,028)		(20,724)		(41,304)
Accounts payable	49,424		12,461		36,963
Net cash (used in) provided by working capital items	$	(59,761)	$	12,269	$	(72,030)

The use of cash for working capital between periods was due to inventories and accounts receivable, partially offset by accounts payable. The decrease in cash provided by accounts receivable and inventory was primarily driven by the rapid recovery in residential end-markets from the COVID-19 pandemic. See the Consolidated Statements of Cash Flows in the unaudited consolidated financial statements for additional information.

Investing Activities

Net cash used in investing activities was $20.7 million during the three months ended April 3, 2021 compared to $67.4 million used in investing activities during the three months ended April 4, 2020. During the three months ended April 3, 2021, we paid approximately $0.2 million toward acquisitions and we used $21.2 million for capital expenditures. In the three months ended April 4, 2020, we paid approximately $39.9 million, net of cash acquired, for the acquisition of Kleary and used $27.6 million for capital expenditures.

Financing Activities

Net cash used in financing activities was $7.5 million during the three months ended April 3, 2021 compared to $453.3 million provided by financing activities in the three months ended April 4, 2020. During the three months ended April 3, 2021, we received $0.5 million of proceeds from stock options exercised, paid quarterly installments of $6.4 million on the Current Term Loan and used $1.5 million for the purchases of shares that were withheld to satisfy minimum tax withholding obligations arising in connection with the vesting of share-based compensation.

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During the three months ended April 4, 2020, we borrowed $40.0 million on our Current ABL Facility to finance the acquisition of Kleary, borrowed an additional $305.0 million on our Current ABL Facility and $115.0 million on our Current Cash Flow Revolver to increase our cash position and preserve financial flexibility in light of the uncertainty in the global markets resulting from the COVID-19 pandemic, paid $6.4 million on quarterly installments on our Current Term Loan and used $0.3 million for the purchases of shares that were withheld to satisfy minimum tax withholding obligations arising in connection with the vesting of share-based compensation.

Debt

Below is a reconciliation of the Company’s net debt (in thousands) as of the dates indicated. Management considers net debt to be more representative of the Company’s financial position than total debt due to the amount of cash and cash equivalents held by the Company and the ability to utilize such cash and cash equivalents to reduce debt if needed.

	April 3, 2021		December 31, 2020
Asset-based revolving credit facility due April 2023	$	—	$	—
Term loan facility due April 2025	2,491,563		2,497,967
Cash flow revolver due April 2023	—		—
8.00% senior notes due April 2026	645,000		645,000
6.125% senior notes due January 2029	500,000		500,000
Total Debt	3,636,563		3,642,967
Less: cash and cash equivalents	666,717		674,255
Net Debt	$	2,969,846	$	2,968,712

On April 15, 2021, the Company fully redeemed its $645 million aggregate principal amount of 8.00% Senior Notes due 2026 using available cash from the balance sheet and net proceeds from its extended and upsized senior term loan facility. The Company successfully upsized and extended the maturity of its $2,492 million senior term loan facility due 2025 in the form of $2,600 million in Tranche B term loans due April 12, 2028. Additionally, the Company amended and refinanced its senior cash flow based and asset-based revolving credit facilities, extending the maturities to April 12, 2026.

In connection with the new Tranche B term loans, the Company also terminated its existing interest rate swaps and entered into two new swaps maturing in April 2026 on an aggregate notional value of $1.5 billion. The interest rate swaps effectively convert a portion of the floating rate interest payment into a fixed rate interest payment.

We may not be successful in refinancing, extending the maturity or otherwise amending the terms of our outstanding indebtedness in the future because of market conditions, disruptions in the debt markets, our financial performance or other reasons. Furthermore, the terms of any refinancing, extension or amendment may not be as favorable as the current terms of our indebtedness. If we are not successful in refinancing our indebtedness or extending its maturity, we and our subsidiaries could face substantial liquidity problems and may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure our indebtedness.

For additional information, see Note 14 — Long-Term Debt, Note 17 — Fair Value of Financial Instruments and Fair Value Measurements and Note 21 — Subsequent Events in the notes to the unaudited consolidated financial statements.

Additional Liquidity Considerations

We periodically evaluate our liquidity requirements, capital needs and availability of resources in view of inventory levels, expansion plans, debt service requirements and other operating cash needs. To meet our short-term and long-term liquidity requirements, including payment of operating expenses and repayment of debt, we rely primarily on cash from operations. The following table summarizes key liquidity measures under the Current ABL Credit Agreement and the Current Cash Flow Credit Agreement in effect as of April 3, 2021 and December 31, 2020 (in thousands):

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	April 3, 2021		December 31, 2020
Asset-based revolving credit facility due April 2023	$	611,000	$	611,000
Eligible borrowing base	611,000		568,000
Less: borrowings	—		—
Less: LCs outstanding and priority payables	40,000		40,000
Net ABL availability	571,000		528,000
Plus: Cash flow revolver due April 2023	115,000		115,000
Plus: cash and cash equivalents	666,717		674,255
Total Liquidity	$	1,352,717	$	1,317,255

We expect to contribute $3.2 million to the defined benefit plans and $0.7 million to the postretirement medical and life insurance plans in the year ending December 31, 2021.

On April 15, 2021, the Company fully redeemed its $645 million aggregate principal amount of 8.00% Senior Notes due 2026 using available cash from the balance sheet and net proceeds from its extended and upsized senior term loan facility, which reduced total liquidity. We expect that cash generated from operations and our availability under the ABL Credit Facility and Current Cash Flow Revolver will be sufficient to provide us the ability to fund our operations and to provide the increased working capital necessary to support our strategy and fund planned capital expenditures for fiscal 2021 and expansion when needed. The Company expects total capital expenditures to be approximately 2.0% to 2.5% of net sales during fiscal 2021.

Our corporate strategy evaluates potential acquisitions that would provide additional synergies in our Windows, Siding and Commercial segments. From time to time, we may enter into letters of intent or agreements to acquire assets or companies in these business lines. The consummation of these transactions could require substantial cash payments and/or issuance of additional debt.

On April 30, 2021, the Company acquired Prime Windows LLC (“Prime”). Prime serves residential new construction and repair and remodel markets with energy efficient vinyl window and door products from two manufacturing facilities in the United States, expanding our manufacturing capabilities and creating new opportunities for us in the Western United States. This acquisition was funded through borrowings under the Company’s existing credit facilities.

From time to time, we have used available funds to repurchase shares of our common stock under our stock repurchase programs. On March 7, 2018, we announced that our Board of Directors authorized a new stock repurchase program for the repurchase of up to an aggregate of $50.0 million of our outstanding Common Stock. Under this repurchase programs, we are authorized to repurchase shares, if at all, at times and in amounts that we deem appropriate in accordance with all applicable securities laws and regulations. Shares repurchased are usually retired. There is no time limit on the duration of the program. During the three months ended April 3, 2021, there were no stock repurchases under the stock repurchase program. As of April 3, 2021, approximately $49.1 million remained available for stock repurchases under the program announced on March 7, 2018. In addition to repurchases of shares of our common stock under our stock repurchase program, we also withhold shares of restricted stock to satisfy minimum tax withholding obligations arising in connection with the vesting of share-based compensation.

We may from time to time take steps to reduce our debt or otherwise improve our financial position. These actions could include prepayments, open market debt repurchases, negotiated repurchases, other redemptions or retirements of outstanding debt, opportunistic refinancing of debt and raising additional capital. The amount of prepayments or the amount of debt that may be refinanced, repurchased or otherwise retired, if any, will depend on market conditions, trading levels of our debt, our cash position, compliance with debt covenants and other considerations. Our affiliates may also purchase our debt from time to time through open market purchases or other transactions. In such cases, our debt may not be retired, in which case we would continue to pay interest in accordance with the terms of the debt, and we would continue to reflect the debt as outstanding on our consolidated balance sheets.

OFF-BALANCE SHEET ARRANGEMENTS

As part of our ongoing business, we do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities (“SPEs”), which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As of April 3, 2021, we were not involved in any material unconsolidated SPE transactions.

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CONTRACTUAL OBLIGATIONS

Our contractual obligations principally includes obligations associated with our outstanding indebtedness, operating lease obligations and inventory purchase commitments. Contractual obligations did not materially change during the three months ended April 3, 2021, except for debt activity as disclosed in Note 14 — Long-Term Debt in the notes to the unaudited consolidated financial statements and in Liquidity and Capital Resources — Financing Activities, and lease activity as disclosed in Note 9 — Leases in the notes to the unaudited consolidated financial statements.

CRITICAL ACCOUNTING POLICIES 

Critical accounting policies are those that are most important to the portrayal of our financial position and results of operations. These policies require our most subjective judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. Our most critical accounting policies include those that pertain to accounting for acquisitions, intangible assets and goodwill; warranty; and income taxes, which are described in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

RECENT ACCOUNTING PRONOUNCEMENTS 

See Note 2 — Accounting Pronouncements in the notes to the unaudited consolidated financial statements for information on recent accounting pronouncements.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Windows and Siding Businesses

We are subject to market risk with respect to the pricing of our principal raw materials, which include PVC resin, aluminum and glass. If prices of these raw materials were to increase dramatically, we may not be able to pass such increases on to our customers and, as a result, gross margins could decline significantly. We manage the exposure to commodity pricing risk by increasing our selling prices for corresponding material cost increases, continuing to diversify our product mix, strategic buying programs and vendor partnering. The average market price for PVC resin was estimated to have increased approximately 38.7% for the three months ended April 3, 2021 compared to the three months ended April 4, 2020.

Commercial Business

We are subject to market risk exposure related to volatility in the price of steel. For the three months ended April 3, 2021, material costs (predominantly steel costs) constituted approximately 62% of our Commercial segment’s cost of sales. Our business is heavily dependent on the price and supply of steel. Our various products are fabricated from steel produced by mills to forms including bars, plates, structural shapes, sheets, hot-rolled coils and galvanized or Galvalume® — coated coils (Galvalume® is a registered trademark of BIEC International, Inc.). The steel industry is highly cyclical in nature, and steel prices have been volatile in recent years and may remain volatile in the future. Steel prices are influenced by numerous factors beyond our control, including general economic conditions, domestically and internationally, the availability of raw materials, competition, labor costs, freight and transportation costs, production costs, import duties and other trade restrictions. Based on the cyclical nature of the steel industry, we expect steel prices will continue to be volatile.

With material costs (predominantly steel costs) accounting for approximately 62% of our Commercial segment's cost of sales for the three months ended April 3, 2021, a one percent change in the cost of steel could have resulted in a pre-tax impact on cost of sales of approximately $2.1 million for our three months ended April 3, 2021. The impact to our financial results of operations of such an increase would be significantly dependent on the competitive environment and the costs of other alternative building products, which could impact our ability to pass on these higher costs.

Other Commodity Risks

In addition to market risk exposure related to the volatility in the price of steel, aluminum, PVC resin, and glass, we are subject to market risk exposure related to volatility in the price of natural gas. As a result, we occasionally enter into both index-priced and fixed-price contracts for the purchase of natural gas. We have evaluated these contracts to determine whether the contracts are derivative instruments. Certain contracts that meet the criteria for characterization as a derivative instrument may be exempted from hedge accounting treatment as normal purchases and normal sales and, therefore, these forward contracts are not marked to market. At April 3, 2021, all of our forward contracts for commodities met the scope exemption for normal purchases and normal sales.

Interest Rates

We are subject to market risk exposure related to changes in interest rates on our Current Cash Flow Facilities and Current ABL Facility, which provides for borrowings of up to $2,675.0 million on the Current Cash Flow Facilities and up to $611.0 million on the Current ABL Facility. These instruments bear interest at an agreed upon percentage point spread from either the prime interest rate or LIBOR. Assuming the Current Cash Flow Revolver is fully drawn, each quarter point increase or decrease in the interest rate would change our interest expense by approximately $6.7 million per year for the Current Cash Flow Facilities. Assuming the Current ABL Facility is fully drawn, each quarter point increase or decrease in the interest rate would change our interest expense by approximately $1.5 million per year. The fair value of our term loan credit facility at April 3, 2021 and December 31, 2020 was approximately $2,487.2 million and $2,485.5 million, respectively, compared to a face value of approximately $2,491.6 million and $2,498.0 million, respectively. In May 2019, we entered into cash flow interest rate swap hedge contracts for $1.5 billion to mitigate the exposure risk of our floating interest rate debt. The interest rate swaps effectively convert a portion of the floating rate interest payment into a fixed rate payment. As of April 3, 2021, our cash flow hedge contracts had a fair value liability of $63.9 million and are recorded as a non-current liability on our consolidated balance sheet.

See Note 14 — Long-Term Debt and Note 21 - Subsequent Events in the notes to the unaudited consolidated financial statements for information on the material terms of our long-term debt.

Foreign Currency Exchange Rates

We are exposed to the effect of exchange rate fluctuations on the U.S. dollar value of foreign currency denominated operating revenue and expenses.

The functional currency for our Canada operations is the Canadian dollar. Translation adjustments resulting from translating the functional currency financial statements into U.S. dollar equivalents are reported separately in accumulated other

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comprehensive income (loss) in stockholders’ equity. The net foreign currency exchange gain (loss) included in net income (loss) for the three months ended April 3, 2021 and April 4, 2020 was $0.3 million and $(3.1) million, respectively. Net foreign currency translation adjustment, net of tax, and included in other comprehensive income (loss) for the three months ended April 3, 2021 and April 4, 2020 was $6.1 million and $(9.6) million, respectively.

The functional currency for our Mexico operations is the U.S. dollar. Adjustments resulting from the re-measurement of the local currency financial statements into the U.S. dollar functional currency, which uses a combination of current and historical exchange rates, are included in net income (loss) in the current period. Net foreign currency re-measurement loss was $0.3 million and $1.0 million for the three months ended April 3, 2021 and April 4, 2020, respectively.

In December 2020, we entered into forward contracts with a financial institution through December 2021 for $66.0 million at a fixed Canadian dollar rate of 1.2726 to hedge primarily our future inventory purchases in Canada. In the future, we may enter into additional foreign currency hedging contracts, to further mitigate the exposure risk of currency fluctuation against the Canadian dollar and/or the Mexican peso.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of April 3, 2021. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding the required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Management believes that our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and based on the evaluation of our disclosure controls and procedures as of April 3, 2021, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at such reasonable assurance level. 

Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended April 3, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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CORNERSTONE BUILDING BRANDS, INC.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

See Part I, Item 1, “Unaudited Consolidated Financial Statements”, Note 20 — Contingencies, which is incorporated herein by reference.

Item 1A. Risk Factors.

In addition to the information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. The risks disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and information provided elsewhere in this report, could materially affect our business, financial condition or results of operations. Additional risks and uncertainties not currently known or we currently deem to be immaterial may materially adversely affect our business, financial condition or results of operations. Except for such additional information, we believe there have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table shows our purchases of our Common Stock during the three months ended April 3, 2021:

Period	(a) Total Number of Shares Purchased(1)	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Programs	(d) Maximum Dollar Value of Shares that May Yet be Purchased Under Publicly Programs(2) (in thousands)
January 1, 2021 to January 30, 2021	1,576	$	9.28	—	$	49,145
January 31, 2021 to February 27, 2021	—	—		—	49,145
February 28, 2021 to April 3, 2021	110,292	13.84		—	49,145
Total	111,868	13.78		—

(1)The total number of shares purchased includes our Common Stock repurchased under the program described below as well as shares of restricted stock that were withheld to satisfy minimum tax withholding obligations arising in connection with the vesting of stock awards. The required withholding is calculated using the closing sales price on the previous business day prior to the vesting date as reported by the NYSE.

(2)On March 7, 2018, the Company announced that its Board of Directors authorized a stock repurchase program for up to an aggregate of $50.0 million of the Company’s Common Stock. Under this repurchase program, the Company is authorized to repurchase shares, if at all, at times and in amounts that we deem appropriate in accordance with all applicable securities laws and regulations. Shares repurchased are usually retired. There is no time limit on the duration of the program. As of April 3, 2021, approximately $49.1 million remained available for stock repurchases under the program.

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Item 6. Exhibits.

Index to Exhibits

Exhibit No.	Description
*†10.1	Employment Agreement entered into as of February 25, 2021, between Cornerstone Building Brands, Inc., its wholly-owned subsidiary, Ply Gem Industries, Inc., and Alena S. Brenner
10.2	Second Amendment to Cash Flow Credit Agreement, dated as of April 15, 2021, by and among the Company, the several banks and other financial institutions party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K dated April 21, 2021 and incorporated by reference herein)
10.3	Third Amendment to Cash Flow Credit Agreement, dated as of April 15, 2021, by and among the Company, the subsidiary guarantors party thereto, the several banks and other financial institutions party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K dated April 21, 2021 and incorporated by reference herein)
10.4	Increase Supplement to Cash Flow Credit Agreement, dated as of April 15, 2021, between the Company and the increasing lender party thereto (filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K dated April 21, 2021 and incorporated by reference herein)
10.5	Amendment No. 5 to ABL Credit Agreement, dated as of September 4, 2020, by and among the Company, the subsidiary borrowers party thereto, the lenders and issuing lenders party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent (filed as Exhibit 10.14 to the Company’s Current Report on Form 8-K dated April 21, 2021 and incorporated by reference herein)
10.6	Amendment No. 6 to ABL Credit Agreement, dated as of April 15, 2021, by and among Cornerstone Building Brands, Inc., the subsidiary borrowers party thereto, the several banks and other financial institutions party thereto party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent (filed as Exhibit 10.15 to the Company’s Current Report on Form 8-K dated April 21, 2021 and incorporated by reference herein)
*31.1	Rule 13a-14(a)/15d-14(a) Certifications (Section 302 of the Sarbanes-Oxley Act of 2002)
*31.2	Rule 13a-14(a)/15d-14(a) Certifications (Section 302 of the Sarbanes-Oxley Act of 2002)
**32.1	Certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (Section 906 of the Sarbanes-Oxley Act of 2002)
**32.2	Certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (Section 906 of the Sarbanes-Oxley Act of 2002)
*101.INS	Inline XBRL Instance Document
*101.SCH	Inline XBRL Taxonomy Extension Schema Document
*101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
*101.DEF	Inline XBRL Taxonomy Definition Linkbase Document
*101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
*101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*	Filed herewith
**	Furnished herewith
†*	Management contracts or compensatory plans or arrangements

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SIGNATURE

 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.

	CORNERSTONE BUILDING BRANDS, INC.
Date: May 11, 2021	By:	/s/ James S. Metcalf
		James S. Metcalf
		Chairman of the Board and Chief Executive Officer
Date: May 11, 2021	By:	/s/ Jeffrey S. Lee
		Jeffrey S. Lee
		Executive Vice President and Chief Financial Officer

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EX-10.1

Exhibit 10.1

AGREEMENT

THIS AGREEMENT (this “Agreement”) is entered into as of February 25, 2021, between Cornerstone Building Brands, Inc., a Delaware corporation (the “Company”), and its wholly-owned subsidiary, Ply Gem Industries, Inc., a Delaware corporation (“Employer”), and Alena S. Brenner a resident of the State of Florida (“Employee”). The Company, Employer and Employee are sometimes hereinafter collectively referred to as the “Parties.”

BACKGROUND

Employer hires and retains in its employment such personnel as are required by the Company and its other Affiliates, and makes its employees so retained available to provide services to the Company and its Affiliates.

Effective as of the date that Employee commences full-time employment with Employer which is expected to be on or about April 1, 2021 (the “Commencement Date”), Employee shall be appointed as Executive Vice President, General Counsel and Corporate Secretary of the Company, and as such Employer and Employee have agreed to reflect the terms and conditions of the employment of Employee by Employer, and the duties and responsibilities of Employee, on the one hand, and of Employer and the Company, on the other hand, to each other.

Capitalized terms not defined in the body of this Agreement have the meanings set forth on the attached Appendix “A.”

AGREEMENT AMONG PARTIES

In consideration of the foregoing and of the mutual covenants and agreements set forth in this Agreement, and subject to the terms and conditions set forth herein, the Parties agree as follows:

1.    Employment. Beginning on the Commencement Date and during the term of this Agreement, Employer hereby agrees to continue Employee in its employ, and Employee hereby agrees to remain in the employ of Employer, pursuant to the terms and conditions set forth herein.

2.    Duties and Authority. During the term of this Agreement, Employee shall serve as the Executive Vice President, General Counsel and Corporate Secretary of the Company or such other position or title to which Employee is promoted, with those authorities, duties and responsibilities customary to that position and such other authorities, duties and responsibilities as the Board of Directors of the Company (the “Board”) or the Chief Executive Officer or his or her designee may reasonably assign to Employee from time to time commensurate with Employee’s position. Employee shall use Employee’s best efforts, including the highest standards of professional competence and integrity, and shall devote substantially all of Employee’s business time

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and effort in and to Employee’s employment hereunder, and shall not engage in any other business activity which would conflict with the rendition of Employee’s services hereunder, except that Employee may hold directorships or related positions in charitable, educational or not-for-profit organizations, or directorships in business organizations if expressly approved by the Board, and make passive investments, which do not unreasonably interfere with Employee’s day-to-day performance of Employee’s responsibilities to the Company.

3.    Term. This Agreement shall remain in effect until the first anniversary of the Commencement Date subject to earlier termination or extension as described below. The period from the Commencement Date until this Agreement shall have expired in accordance with this Section 3 or been terminated in accordance with Section 5 is hereafter referred to as “the term hereof” or “the term of this Agreement.” The term hereof shall be extended automatically for an additional year as of the first anniversary of the Commencement Date and as of each subsequent annual anniversary of such date (each such extension date is referred to herein as a “Renewal Date”) unless at least one (1) year prior to any such Renewal Date either Party shall have given notice to the other Party that the term of this Agreement shall not be so extended. Notwithstanding any provision of this Agreement to the contrary, if a Change in Control occurs, the term of this Agreement shall be extended for a period of two (2) years after the date of the occurrence of the Change in Control or Potential Change in Control, and, if this Agreement does not terminate during such period, the last day of such extended term shall become the applicable Renewal Date.

4.    Compensation.

a.    Base Salary. Employer shall pay Employee a base salary in the amount of not less than $400,000.00 per year during the term hereof, payable in accordance with Employer’s normal payroll procedures. The salary of Employee will be reviewed at least once annually by the Company and/or, to the extent required, the Compensation Committee of the Board (the “Compensation Committee”). In the event that Employee’s salary is required to be approved by the Compensation Committee, such review shall be conducted by the Compensation Committee at the same time as it reviews the salaries of other senior executives of the Company, and any adjustment shall be solely within the discretion of the Compensation Committee.

b.    Annual Bonus. During the term of this Agreement, Employee shall have a target annual bonus opportunity equal to 75% of Employee’s then-current base salary upon achievement of “target” levels of performance and up to 150% of Employee’s then-current base salary for outstanding performance, with actual payout (if any) dependent upon performance against goals to be approved annually by the Compensation Committee, provided that Employee shall be eligible to receive a bonus for calendar year 2021 (with no pro-ration based on service) with a minimum bonus amount equal to $300,000.00. Employee’s annual bonus opportunity shall be subject to the terms of the currently existing cash annual

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incentive plan of the Company, as amended and restated from time to time (the “Bonus Plan”) or, if the Bonus Plan is amended, replaced or superseded, under any amended, replacement or successor bonus program adopted for senior executives of the Company and its Affiliates. Bonuses, if any, paid to Employee pursuant to the Bonus Plan shall be paid after the end of each fiscal year of the Company at the same time as bonuses are paid to other participants, but no later than March 15 of the following calendar year. Employee understands that bonuses cannot be earned under the Bonus Plan except as specifically set forth therein based on the level of participation specified by the Compensation Committee in its discretion and, if the employment of a participant terminates for any reason prior to certain dates specified in the Bonus Plan, no bonus shall be payable thereunder except as expressly provided in this Section 4 and in Section 5 of this Agreement. In the event that Employee’s employment terminates for any reason other than by the Company for Cause, after the end of the fiscal year but before payment of the bonus for that fiscal year, Employee shall be entitled to receive the amount of the bonus that would have otherwise been payable under the Bonus Plan, as determined by the Compensation Committee, on the date bonuses are paid to other participants. Employee also understands that the Bonus Plan may be amended, replaced, superseded or terminated at any time and from time to time by the Board in its sole discretion.

c.    Long-Term Incentives. Promptly following the Commencement Date, Employee shall be awarded a one-time grant of long-term incentive awards having a total grant date fair value equal to $500,000.00, consisting of:

(i)    an award of restricted stock units having an aggregate grant date fair value (calculated based on the 30-day average closing price of a share of the Company’s stock) equal to $400,000, subject to service vesting in three equal installments on the first three anniversaries of the Commencement Date; and

(ii)    an award of stock options having an exercise price equal to the Company’s closing share price on the grant date and having a grant date fair value equal to $100,000, subject to service vesting in three equal installments on the first three anniversaries of the Commencement Date.

Beginning with the Company’s 2021 Fiscal Year, Employee shall also be eligible for an annual grant of long-term incentive awards with an annual target grant date fair value of $500,000, which are expected to be granted generally in the first calendar quarter of each year and to be of the same types, and in the same proportions thereof, as those provided to the Company’s other senior executive officers. Any such long-term incentive awards described hereunder shall be granted at the discretion of the Compensation Committee and pursuant to, and subject to the terms and conditions of, the Company’s Amended and Restated 2003 Long-Term Incentive Plan, as amended, or any successor plan thereto (the “Equity Plan”), and such other terms and conditions set forth in the applicable award agreement, which

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award agreement shall be consistent with the terms and conditions provided to the Company’s senior executive officers.

d.    Retirement, Health and Welfare Benefits. Employee shall be entitled to participate in and receive the health, hospitalization, medical, dental, life insurance, accidental death, disability and other insurance plans and benefits provided by Employer and the Company, and to participate in the 401(k) and other qualified profit-sharing, deferred compensation, pension, savings and other similar plans of Employer and the Company, as and to the extent Employer and the Company provide such benefits generally to other employees of Employer and the Company or to executive employees of the Company. It is understood and agreed that such benefits may be changed or discontinued from time to time in the sole discretion of Employer and the Company. During the term of this Agreement, Employee shall be entitled to six (6) weeks of vacation per year.

e.    Relocation Benefits. Employee shall be eligible to receive relocation benefits under the Company’s relocation policy for employees at the level of Vice President and above.

f.    Clawback; Company Policies. To the extent required by applicable law or regulation, any applicable stock exchange listing standards or any “clawback” policy adopted by the Company, all of Employee’s compensation (whether paid in cash, long term incentive awards or otherwise) shall be subject to the provisions of any applicable clawback policies or procedures of the Company, which may provide for forfeiture and/or recoupment of such amounts paid or payable under this Agreement or otherwise, including the bonus and incentive equity awards granted or to be granted to Executive under Sections 4.b and/or 4.c of this Agreement. Employee shall also be subject to applicable policies of the Company as in effect from time to time, including the Cornerstone Building Brands, Inc. Executive Stock Ownership Guidelines and any successor policy, as applicable.

5.    Termination Payments.

a.    Minimum Termination Compensation. Employee shall serve in an at-will capacity and the Company and/or Employer may terminate the employment of Employee at any time with or without Cause. Upon any termination of employment of Employee for any reason other than as set forth in Section 5.b or Section 5.c, whether on, before or after the expiration of the term of this Agreement (including any extension of the term hereof pursuant to the provisions of this Agreement), Employee shall be entitled to receive (i) that portion of Employee’s annual base salary, at the rate then in effect, earned by Employee or accrued for Employee’s account through the date of the termination of Employee’s employment hereunder or for which Employee is entitled to payment for events or circumstances occurring on or through the date of termination of Employee’s employment, (ii) any bonus to which Employee is entitled under the Bonus Plan pursuant to Section 4.b for the

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fiscal year ending prior to the date of termination, (iii) reimbursement of business expenses properly incurred in accordance with applicable Company policy prior to the date of termination and (iv) subject to Section 5.e, any generally applicable vested benefits to which Employee is entitled as a former employee under the employee benefit plans of the Company and its Affiliates.

b.    Payment Other than Following a Change in Control and Other than During a Potential Change in Control Period. If Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason, in either case other than within twenty-four (24) months after a Change in Control and other than during a Potential Change in Control Period, then Employee shall be entitled to receive (i) one (1) times Employee’s annual base salary at the highest annualized rate in effect during the one (1) year period immediately preceding the date of termination (the “Base Severance Payment”), and (ii) a prorated annual bonus under the Bonus Plan for the fiscal year in which the date of termination occurs based upon the elapsed number of days in such fiscal year through the date of termination applied to the bonus, if any, that would have been earned by Employee for such fiscal year if Employee had remained employed on the normal payment date of such bonus, based on actual performance under applicable financial metrics and applying any discretionary factors in substantially the same manner as such factors are applied to the senior executive officers of the Company whose employment has not terminated (the “Pro Rata Bonus”) and (iii) medical and dental coverage at the active employee rate for the period of coverage applicable to Employee (up to a maximum of twelve (12) months) under the Consolidated Omnibus Budget Reconciliation Act of 1985, currently embodied in Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) (provided, that, in the case of clause (iii), in the event that the Company determines that the provision of health benefits in the manner provided hereunder becomes legally prohibited or would subject Employee or the Company to a material tax or penalty, or that such benefits are otherwise unable to be provided in a manner consistent with the intent of the parties to provide Employee with a non-taxable benefit (both as the cost of the coverage and the provision of benefits under such coverage), the Company and Employee shall cooperate reasonably and in good faith to preserve, to the maximum extent practicable without the imposition of material additional cost to the Company, the intended benefits hereunder) (the “Medical and Dental Coverage”). The Base Severance Payment shall be payable in substantially equal installments on regular payroll dates over the one (1) year period following the date of termination, except as otherwise set forth in Section 25 hereof and subject to the next following sentence; provided that any installments that would be paid if the Release Effective Date (as defined below) were the date of termination shall be paid on the first payroll date after the Release Effective Date, unless the Release Period (as defined below) begins in one calendar year and ends in the subsequent calendar year, in which case such installments shall be paid on the first payroll date in the subsequent calendar year. Employee’s right to receive the Base Severance Payment, the Pro Rata Bonus and the Medical and Dental Coverage shall be conditioned on

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Employee’s execution, delivery and non- revocation of a general release of any and all claims against the Company and its Affiliates within thirty (30) days following the date of termination (such release of claims, the “Release”; such thirty (30) day period, the “Release Period”, and the effective date of the Release, the “Release Effective Date”), which Release shall include the release of claims attached hereto as Appendix B and such other terms and conditions as may be mutually agreed by the Parties. The Pro Rata Bonus shall be paid in a lump sum not later than March 15th of the year following the year in which the date of termination occurs.

c.    Payment Following a Change in Control or During a Potential Change in Control Period. If Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason within twenty-four (24) months after a Change in Control, then Employee shall be entitled to receive (i) the Base Severance Payment, (ii) an additional severance payment equal to the sum of (x) one (1) times Employee’s annual base salary at the highest annualized rate in effect during the one (1) year period immediately preceding the date of the Change in Control, plus (y) two (2) times the target annual bonus of Employee for the year in which the date of termination occurs (the sum of clauses (x) and (y), the “CIC Severance Payment”), (iii) the Pro Rata Bonus and (iv) the Medical and Dental Coverage, except that the Medical and Dental Coverage shall be for eighteen (18) months rather than twelve (12) months. The CIC Severance Payment shall be payable in a lump sum on the first payroll date following the Release Effective Date, except as otherwise set forth in Section 25 hereof. Employee’s right to receive the CIC Severance Payment, the Pro Rata Bonus and the Medical and Dental Coverage shall be conditioned on Employee’s execution, delivery and non-revocation of the Release during the Release Period. The Pro Rata Bonus shall be paid in a lump sum not later than March 15th of the year following the year in which the date of termination occurs. In addition , if Employee is entitled to payment of both the Base Severance Payment and the CIC Severance Payment hereunder, then, to the maximum extent permissible under Section 409A (including, but not limited to, the application of Treas. Reg. §1.409A-1(b)(4), Treas. Reg. §1.409A-1(b)(9)(iii) and Treas. Reg. §1.409A-3(c) (clause (1) (in each case as and to the extent applicable)), the Base Severance Payment shall be paid in a lump sum at the same time as the CIC Severance Payment (and any portion of the Base Severance Payment that is not capable of being paid at the same time as the CIC Severance Payment shall be paid as provided in Section 5.b as aforesaid, and subject to Section 25). If Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason during a Potential Change in Control Period, then Employee will be entitled to the severance payments and termination benefits set forth in Section 5.b subject to the terms and conditions of such Section, and, if and when the Change in Control related to such Potential Change in Control Period subsequently occurs, (x) Employee will also be entitled to receive the CIC Severance Payment subject to the terms and conditions of this Section 5.c, and (y) an additional six (6) months shall be added to the duration of the Medical and Dental Coverage as provided herein.

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d.    Parachute Tax Limitation. Notwithstanding anything in this Agreement to the contrary, if any amounts due to Employee under this Agreement and any other plan or program or award of Employer, the Company or any Affiliate constitute a “parachute payment,” as such term is defined in Section 280G(b)(2) of the Code, and the amount of the parachute payment, reduced by the excise tax imposed pursuant to Section 4999 of the Code, is less than the amount Employee would receive if Employee were paid three times Employee’s “base amount,” as defined in Section 280G(b)(3) of the Code, less one dollar, then the aggregate of the amounts constituting the parachute payment shall be reduced to an amount that will equal three times Employee’s base amount less one dollar. The calculations to be made with respect to this subsection shall be made by an accounting firm jointly selected by the Company and Employee and paid by the Company.

e.    No Duty to Mitigate Nor Offsets; No Other Severance; No Reduction for Deferred Compensation. Notwithstanding anything in this Agreement to the contrary, if Employee’s employment is terminated following a Change in Control of the Company, Employee shall have no duty to seek other employment nor shall any payments made or to be made to Employee pursuant to this Agreement following such Change in Control be offset by any amount earned from other employment or for any other reason. The payments to be provided to Employee pursuant to this Section 5 upon termination of Employee’s employment shall constitute the exclusive payments in the nature of severance or termination pay or salary continuation and termination benefits which shall be due to Employee upon a termination of employment and shall be in lieu of any other such payments under any plan, program, policy or other arrangement which has heretofore been or shall hereafter be established by the Company or any of its Affiliates. The calculations of the Base Severance Payment and the CIC Severance Payment shall be made without reduction for any voluntary deferral of compensation made by Employee.

f.    Full Satisfaction of Obligations. Payment by Employer or the Company of the amounts owed to Employee pursuant to this Section 5 shall fully satisfy all obligations of Employer and the Company to Employee under this Agreement if the employment of Employee is terminated hereunder prior to the expiration of the term of this Agreement, and all obligations of Employer and Employee to each other set forth in Sections 1 through 4 of this Agreement shall terminate and be of no further force or effect as of the date of termination. No termination of employment hereunder, whether by Employer or Employee and whether with or without Cause or Good Reason, shall terminate the provisions of Sections 6 or 7 or any subsequent sections of this Agreement and each of such sections shall remain in full force and effect as binding obligations of the Parties in accordance with their express terms.

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6.    Business Disclosures. Employee acknowledges that Employee has had and will have access to and has or will become familiar with all or substantially all of the Confidential Information of the Company and its Affiliates. As a material inducement to the Company and Employer to enter into this Agreement and to pay to Employee the compensation stated herein, Employee covenants and agrees that Employee will not, at any time during or following the termination of Employee’s employment with the Company, directly or indirectly divulge or disclose for any purpose whatsoever any Confidential Information that has been obtained by or disclosed to Employee in connection with Employee’s employment with the Company or any of its Affiliates. If Employee is required in or pursuant to any legal, judicial or administrative proceeding (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, Employee shall notify, as promptly as practicable, the Company of such request or requirement so that the Company, at its expense, may seek an appropriate protective order or waive compliance with the provisions of this Agreement, and/or take any other action deemed appropriate by the Company. If, in the absence of a protective order or the receipt of a waiver hereunder, Employee is compelled or required by law or the order of any governmental, regulatory or self-regulatory body to disclose the Confidential Information, Employee may disclose only that portion of the requested Confidential Information which Employee is compelled or required to disclose, and Employee will exercise Employee’s reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information.

7.    Non-Competition; Non-Solicitation; Non-Disparagement and Non- Interference.

a.    Employee shall not, directly or indirectly and whether on Employee’s own behalf or on behalf of any other person, partnership, association, corporation or other entity, engage in or be an owner, director, officer, employee, agent, consultant or other representative of or for, or lend money or equipment to or otherwise support, any business that manufactures, engineers, markets, sells or provides, within a 250-mile radius of any then existing manufacturing facility of the Company and its subsidiaries and Affiliates, metal building systems or components (including, without limitation, primary and secondary framing systems, roofing systems, end or side wall panels, insulated metal panels, sectional or roll-up doors, windows, or other metal components of a building structure), coated or painted steel or metal coils, coil coating or coil painting services, or any other products or services that are the same as or similar to those manufactured, engineered, marketed, sold or provided by the Company or its subsidiaries and such Affiliates during the period of employment of Employee. Ownership by Employee of equity securities of the Company, or of equity securities in other public or privately-owned companies that compete with the Company constituting less than 1% of the voting securities in such companies, shall be deemed not to be a breach of this covenant. Employee agrees and stipulates that in any action or claim brought by Employee or in any

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action or claim brought against Employee involving the provisions of this Section 7, Employee hereby waives any claim or defense that the above non-competition covenants are unenforceable, void or voidable, for any reason, including, but not limited to, fraud, misrepresentation, illegality, unenforceable restraint of trade, failure of consideration, illusory contract, mistake, or any other substantive legal defense.

b.    Employee shall not, directly or indirectly and whether on Employee’s own behalf or on behalf of any other person, partnership, association, corporation or other entity, either (i) seek to hire or solicit the employment or service of any employee, agent or consultant of the Company or its Affiliates in a commercial capacity; (ii) in any manner attempt to influence or induce any employee, agent or consultant of the Company or its Affiliates to leave the employment or service of the Company or its Affiliates; (iii) use or disclose to any person, partnership, association, corporation or other entity any information concerning the names and addresses of any employees, agents or consultants of the Company or its Affiliates unless such use or disclosure is of a personal nature, is requested by the Company or is required by due process of law; or (iv) call upon, solicit, divert or attempt to call upon, solicit or divert the business of any customer, vendor or acquisition prospect of the Company or any of its Affiliates with whom Employee dealt, directly or indirectly, during Employee’s engagement with the Company or its Affiliates. Employee shall not be prohibited from hiring or soliciting the employment or service of an agent or consultant of the Company or its Affiliates for purposes which do not violate Section 7 of this Agreement. Employee agrees and stipulates that in any action or claim brought by Employee or in any action or claim brought against Employee involving the provisions of this Section 7, Employee hereby waives any claim or defense that the above non-solicitation covenants are unenforceable, void or voidable, for any reason, including, but not limited to, fraud, misrepresentation, illegality, unenforceable restraint of trade, failure of consideration, illusory contract, mistake, or any other substantive legal defense.

c.    To the extent permitted by the law, Employee agrees to refrain from any criticisms or disparaging comments about the Company or any Affiliates (including any current officer, director or employee of the Company), and Employee agrees not to take any action, or assist any person in taking any other action, that is adverse to the interests of the Company or any Affiliate or inconsistent with fostering the goodwill of the Company and its Affiliates; provided, however, that nothing in this Agreement shall apply to or restrict in any way the communication of information by the Company or Employee to any state or federal law enforcement, regulatory or judicial agency or official or to the Board or senior management of the Company or require notice to the Company thereof, and Employee will not be in breach of the covenant contained above solely by reason of testimony which is compelled by process of law. Nothing in this paragraph restricts, or is intended to restrict, any rights of Employee that cannot

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be lawfully restricted. Nothing in this Agreement shall be interpreted in a manner that limits or restricts Employee from exercising any legally protected whistleblower rights (including pursuant to Rule 21F promulgated under the Securities Exchange Act of 1934, as amended).

The foregoing covenants in this Section 7 shall remain in effect (i) during the period of employment of Employee by the Company and Employer, and (ii) for a period of one (1) year following Employee’s termination of employment (whether initiated by Employee or by the Company or Employer) for any reason.

8.    Consideration    for    Covenants;    Reasonableness.    Employee acknowledges and agrees as follows:

a.    The Confidential Information of the Company and its Affiliates is unique and was developed or acquired by them through the expenditure of valuable time and resources; that Employer, the Company and their Affiliates derive independent economic value from this Confidential Information not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; that Employer, the Company and their Affiliates have taken all prudent and necessary measures to preserve the proprietary and confidential nature of its Confidential Information, and that the covenants set forth in Sections 6 and 7 are the most reasonable, efficient and practical means to protect the Confidential Information.

b.    The covenants set forth in Sections 6 and 7 are necessary to protect the goodwill of the Company and its Affiliates during the employment of Employee hereunder, and to ensure that such goodwill will be preserved and continued for the benefit of the Company and its Affiliates after Employee’s employment terminates.

c.    Due to the nature of the business as heretofore conducted by the Company and its Affiliates and as contemplated to be continued and conducted by the Company and its Affiliates, the scope and the duration of the covenants set forth in Sections 6 and 7 of this Agreement are in all respects reasonable.

d.    The covenants set forth in Sections 6 and 7 each constitute a separate agreement independently supported by good and adequate consideration and that each such agreement shall be severable from the other provisions of this Agreement and shall survive this Agreement. The existence of any claim or cause of action of Employee against Employer or the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Employer and the Company of the covenants and agreements of Employee set forth in Sections 6 and 7.

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9.    Surrender of Books and Records. Employee shall on the termination of Employee’s employment in any manner immediately surrender to the Company all lists, books, and records and other documents incident to the business of the Company and its Affiliates, and all other property belonging to any of them, it being understood that all such lists, books, records and other documents are the property of the Company and its Affiliates.

10.    Waiver of Breach. The failure of the Company, Employer or Employee at any time to require performance by the other of any provision hereof shall in no way affect any of their respective rights thereafter to enforce the same, nor shall the waiver by the Company, Employer or Employee of any breach of any provision hereof be taken or held to be a waiver of any succeeding breach of any provision or as a waiver of the provision itself.

11.    Remedies. In the event of Employee’s breach, or threatened breach, of any term or provision contained in Sections 6 or 7 of this Agreement, Employee agrees that the Company and its Affiliates shall suffer irreparable harm not compensable by damages or other legal remedies, and that accordingly the Company and/or Employer shall be entitled to both temporary and permanent injunctive relief without the necessity of independent proof by it as to the inadequacy of legal remedies or the nature or extent of the irreparable harm suffered by it. The right of the Company and/or Employer to such relief shall not be construed to prevent it from pursuing, either consecutively or concurrently, any and all other legal or equitable remedies available to it for such breach or threatened breach, specifically including, without limitation, the recovery of monetary damages. Without limiting the generality of the relief that may be sought by the Company and/or Employer pursuant to this Section 11, the Company and/or Employer shall be entitled, under the circumstances set forth herein, to cause any unpaid portion of the severance payments and termination benefits otherwise payable under this Agreement to be irrevocably forfeited, and, at the demand of the Company and/or Employer, Employee shall be required to repay the severance payments that have previously been paid to Employee

12.    Severability. It is the desire and intent of the Parties that the provisions of Sections 6 and 7 be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought. If any provision of Sections 6 or 7 relating to the time period, scope of activities or geographic area of restrictions is declared by a court of competent jurisdiction to exceed the maximum permissible time period, scope of activities or geographic area, the same shall be reduced to the maximum which such court deems enforceable. If any provisions of Sections 6 and 7 other than those described in the preceding sentence are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall be deemed amended (with respect only to the jurisdiction in which such adjudication is made) in such manner as to render them enforceable and to effectuate as nearly as possible the intentions and agreement of the Parties. Furthermore, if any other provision contained in this Agreement should be held illegal, invalid or unenforceable in whole or in part by a court

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of competent jurisdiction, then it is the intent of the Parties hereto that the balance of this Agreement be enforced to the fullest extent permitted by applicable law and, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of this Agreement, a provision as similar in its terms to such invalid provision as may be possible and be legal, valid, and enforceable.

13.    Attorneys’ Fees. In the event of any suit or judicial proceeding (other than an arbitration proceeding) between the Parties hereto with respect to this Agreement, the court in which such suit is decided may award reasonable attorneys’ fees and costs, as actually incurred and including, without limitation, attorneys’ fees and costs incurred in appellate proceedings to the party that prevails in such dispute; provided, however, that in respect of a suit that arises in respect of matters occurring during a Potential Change in Control Period or following a Change in Control, only Employee will be entitled to recover the attorneys’ fees and costs under the circumstances described in this Section.

14.    Survival. Notwithstanding anything to the contrary contained herein, the provisions of this Agreement that contemplate performance by the Parties following termination of this Agreement (including without limitation Sections 5-7 hereof) shall survive the termination of this Agreement.

15.    Notice. All notices hereunder shall be in writing and shall be delivered personally, sent by facsimile transmission or sent by certified, registered or overnight mail, postage prepaid. Such notices shall be deemed to have been duly given upon receipt, if personally delivered, upon telephonic confirmation of receipt if sent by facsimile transmission, and if mailed, five (5) days after the date of mailing (two (2) days in the case of overnight mail), in each case addressed to the Parties at the following addresses or at such other addresses as shall be specified in writing and in accordance with this Section:

If to Employee:	Address shown on the employment records of the Company
If to the Company or Employer:	Cornerstone Building Brands, Inc. 5020 Weston Parkway Suite 400 Cary, North Carolina 27513 Telecopier: (919) 677-3914 Attention: Chief Executive Officer

16.    Entire Agreement. This Agreement, together with the execution copies of the agreements attached as exhibits hereto, supersedes any and all other agreements, either oral or written, between the Parties hereto with respect to the subject matter hereof, and contains all of the covenants and agreements between the Parties with respect thereto; provided, that the covenants in Sections 6, 7 and 8 of this Agreement shall be in addition to, and do not replace, any similar covenants to which Employee is a

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party with the Company or any of its Affiliates. Except as expressly provided herein, the specific arrangements referred to herein are not intended to exclude or limit Employee’s participation in other benefits available to Employee or personnel of the Company generally, or to preclude or limit other compensation or benefits as may be authorized by the Board at any time, or to limit or reduce any compensation or benefits to which Employee would be entitled but for the Agreement.

17.    Modification. No change or modification of this Agreement shall be valid or binding upon the Parties hereto, nor shall any waiver of any term or condition in the future be so binding, unless such change or modification or waiver shall be in writing and signed by the Parties hereto.

18.    Governing Law and Venue. This Agreement, and the rights and obligations of the Parties hereunder, shall be governed by and construed in accordance with the laws of the State of Texas and venue for any action pursuant hereto shall be in the appropriate state or federal court in Harris County, Texas.

19.    Acknowledgment Regarding Counsel. Each of the Parties to this Agreement acknowledges that each of them has had the opportunity to seek and has sought counsel to review this Agreement and to obtain and has obtained the advice of such counsel relating thereto.

20.    Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which shall constitute one and the same document.

21.    Assignment. Subject to compliance with the provisions of this Agreement, each of the Company and Employer shall have the right to assign this Agreement and its obligations hereunder to any of their Affiliates. No such assignment shall operate to relieve Employer, the Company or any successor assignor from liability hereunder, and this Agreement shall remain an enforceable obligation of Employer, the Company and each such successor. The rights, duties and benefits to Employee hereunder are personal to him, and no such right or benefit may be assigned by him. For purposes of this Agreement, all references herein to Employer and the Company is deemed to be also a reference to any Affiliate of Employer or the Company that either has or is required to assume the obligations of the Company pursuant to this section.

22.    Tax Withholding. The Company and/or Employer, as appropriate, may withhold from any payments or benefits payable under this Agreement all federal, state, city or other taxes required to be withheld pursuant to any law or governmental regulation or ruling.

23.    Joint and Several Obligations. The duties and obligations of Employer and the Company set forth herein shall be the joint and several obligations of each of them.

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24.    Payment to Estate. If Employee dies prior to full satisfaction of the obligations owed to Employee under this Agreement, any monies that may be due Employee under this Agreement as of the date of Employee’s death will be paid to Employee’s estate.

25.    Section 409A.

a.    If Employee is a “specified employee,” as such term is defined in Section 409A and determined as described below in this Section 25(a), and if any portion of the Base Severance Payment or CIC Severance Payment is subject to Section 409A, the character and timing of the payment thereof shall be as determined in this Section 25(a). It is hereby specified that as much of the Base Severance Payment or CIC Severance Payment as can be paid without the application of Section 409A(a)(2)(B)(i) and Treas. Reg. §1.409A-1(i) shall be paid at times consistent with Section 5.b or Section 5.c as applicable and without application of this Section 25. The remaining portion of the Base Severance Payment or CIC Severance Payment shall not be payable before the earlier of (i) the date that is six months after Employee’s termination, (ii) the date of Employee’s death, or (iii) one or more dates that otherwise comply with the requirements of Section 409A. Employee shall be a “specified employee” for the twelve-month period beginning on April 1 of a year if Employee is a “key employee” as defined in Section 416(i) of the Code (without regard to Section 416(i)(5)) as of December 31 of the preceding year or using such dates as designated by the Compensation Committee in accordance with Section 409A and in a manner that is consistent with respect to all of the Company’s nonqualified deferred compensation plans. For purposes of determining the identity of specified employees, the Compensation Committee may establish such procedures as it deems appropriate in accordance with Section 409A.

b.    Employee and the Company agree that this Agreement is intended to comply with or be exempt from Section 409A and that any ambiguous provisions will be construed in a manner that is compliant with or exempt from the application of Section 409A. Without limiting the generality of the immediately preceding sentence, it is intended that the CIC Severance Payment and the Pro Rata Bonus shall be “short-term deferrals” within the meaning of Treas. Reg. §1.409A-1(b)(4) that are exempt from Section 409A. For purposes of Section 409A, each installment in a series of installment payments is intended to be a separate payment.

26.    Captions. The captions, headings, and arrangements used in this Agreement are for convenience only and do not in any way affect, limit, amplify, or modify the terms and provisions hereof.

27.    Binding Effect. This Agreement shall be binding upon the Parties hereto, together with their respective executors, administrators, successors, personal representatives, heirs and assigns

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IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of the date set forth herein.

EMPLOYEE

/s/ Alena S. Brenner

Alena S. Brenner

CORNERSTONE BUILDING BRANDS, INC.

By: /s/ Katy K. Theroux

Katy K. Theroux

Executive Vice President,

Chief Human Resources Officer

PLY GEM INDUSTRIES, INC.

By: /s/ Katy K. Theroux

Katy K. Theroux

Executive Vice President,

Chief Human Resources Officer

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APPENDIX A

DEFINITIONS

The following terms have the indicated meanings for purposes of this Agreement:

(a)    “Affiliate” means any entity controlled by, controlling or under common control with a person or entity.

(b)    “Bonus Plan” has the meaning set forth in Section 4.b.

(c)    “Cause” shall mean any of the following occurring after the Commencement Date: (i) Employee’s willful and continued failure to substantially perform Employee’s duties and other obligations under this Agreement, if such failure continues for a period of thirty (30) days after written notice by the Company of the existence of such failure; provided, however, that only one such notice by the Company need be sent and, if such failure re-occurs thereafter, no further notice and opportunity to cure such failure shall be required; (ii) the willful engaging by Employee in gross misconduct materially and demonstrably injurious to the Company, as determined by the Company; or

(iii) Employee’s conviction for committing an act of fraud, embezzlement, theft or other act constituting a felony (which shall not include any act or offense involving the operation of a motor vehicle); provided, however, that the Board or the then current Chairman of the Board must first provide to Employee written notice clearly and fully describing the particular acts or omissions which the Board or the then current Chairman of the Board reasonably believes in good faith constitutes Cause hereunder, and providing an opportunity, within thirty (30) days following the receipt of such notice, to meet in person with the Board or the then current Chairman of the Board to explain the alleged acts or omissions relied upon by the Board and, to the extent practicable, to cure such acts or omissions. For purposes of this Agreement, any termination of Employee’s employment for Cause shall be effective only upon delivery to Employee of a certified copy of a resolution of the Board, adopted by the affirmative vote of a majority of the entire membership of the Board following a meeting at which Employee was given an opportunity to be heard on at least five (5) business days’ advance written notice, finding that Employee was guilty of the conduct constituting Cause, and specifying the particulars thereof. Further, for the purposes of this Agreement, no act or failure to act on Employee’s part shall be considered willful unless done, or omitted from being done, by Employee not in good faith and without reasonable belief that Employee’s action or omission was in the best interest of the Company.

(d)    “Change in Control” of the Company means the first occurrence of any of the following events following the Commencement Date:

(i)    any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) is or becomes the “beneficial owner” (as

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defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25 percent or more of the combined voting power of the Company’s then outstanding securities, excluding (A) any such acquisition by any person that owns such percentage of the Company’s then outstanding securities as of the Commencement Date (a “Controlling Person”) and (B) any acquisition of the Company’s then outstanding securities following the Commencement Date by a person which is inadvertent and/or otherwise not entered into for the purpose of, and does not have the effect of, changing or influencing the control of, the Company (including, but not limited to, the sale of securities by a Controlling Person in the public market) (clause (A) or (B), a “Non-Control Transaction”)

(ii)    as a result of, or in connection with, any tender offer or exchange offer, merger, or other business combination (a “Transaction”), the persons who were directors of the Company immediately before the Transaction (each, an “Incumbent Director”) shall cease to constitute a majority of the Board or the board of directors or any successor to the Company (or, if applicable, the parent thereof resulting from the Transaction); provided that any director elected or nominated for election to the Board (or such board) by a majority of the Incumbent Directors then still in office shall be deemed to be an Incumbent Director for purposes of this clause (ii), except that any member of the Board whose initial assumption of office occurs as a result of (including by reason of the settlement of) an actual or threatened proxy contest, election contest or other contested election of directors shall in no event be considered an Incumbent Director

(iii)    the Company is merged or consolidated with another person, or transfers substantially all of its assets to another person, and immediately following the merger, consolidation or transfer either (x)(I) less than 50 percent of the outstanding voting securities of the acquiring, surviving or resulting person (as applicable) shall then be owned in the aggregate by the former stockholders of the Company or (II) 50 percent or more of the outstanding voting securities of the acquiring, surviving or resulting person (as applicable) shall then be owned in the aggregate by the former stockholders of the Company but other than in substantially the same relative proportions as immediately prior to such transaction, and in each case excluding a Non-Control Transaction or (y) the individuals who were members of the Incumbent Board immediately prior to the agreement providing for such transaction constitute less than a majority of the members of the board of directors of the acquiring, surviving or resulting person (as applicable), or, if applicable the ultimate parent entity of such person, and in each case excluding a Non-Control Transaction; or

(iv)    a tender offer or exchange offer is made and consummated for the ownership of securities of the Company representing 25 percent or more of the

Page 17 of 22

combined voting power of the Company’s then outstanding voting securities (excluding a Non-Control Transaction).

In addition, and for avoidance of doubt, in no event shall a Change in Control be deemed to have occurred solely as a result of investment funds affiliated with Clayton, Dubilier & Rice, LLC selling in the public market equity securities held by them as of the Commencement Date.

Notwithstanding anything in this definition, to the extent that any payment or benefit provided for under this Agreement constitutes “nonqualified deferred compensation” (within the meaning of Section 409A of the Code) that is payable as a result of (either directly or indirectly) a Change in Control shall only be payable if such Change in Control also constitutes a “change in control event” within the meaning of Section 409A of the Code.

Employee agrees that the foregoing definition of “Change in Control” shall apply for all purposes under the compensation plans and benefit arrangements of the Company and Employer to which Employee is a party (including equity awards) such that, if a transaction or other event would not be a Change in Control under the foregoing definition but would be a Change in Control under another such plan or arrangement, such transaction or other event shall also not be a Change in Control under such other plan or arrangement.

(e)    “Confidential Information” means all information, whether oral or written, previously or hereafter developed, that relates to the business as heretofore conducted by the Company, or which is hereafter otherwise acquired or used by the Company or its subsidiaries and Affiliates, that is not generally known to others in the Company’s area of business or, if known, was obtained wrongfully by such other person or entity or with knowledge that it was proprietary or confidential information of or relating to the business as heretofore conducted by the Company or of or relating to the business of the Company or its subsidiaries and Affiliates. Confidential Information shall include, without limitation, trade secrets, methods or practices, financial results or plans, customer or client lists, personnel information, information relating to negotiations with clients or prospective clients, proprietary software, databases, programming or data transmission methods, or copyrighted materials (including without limitation, brochures, layouts, letters, art work, copy, photographs or illustrations). It is expressly understood that the foregoing list shall be illustrative only and is not intended to be an exclusive or exhaustive list of Confidential Information.

(f)    “Good Reason” means any of the following events that occurs without Employee’s prior written consent after the Commencement Date:

(i)    any material reduction in the amount of Employee’s then current base salary or target bonus opportunity, in either case other than as part of a

Page 18 of 22

reduction of less than ten percent (10%) applied generally across-the-board to all of the senior executive officers of the Company;

(ii)    (A) a material reduction in Employee’s title; or (B) a material, adverse reduction in the duties or responsibilities of Employee relative to Employee’s duties or responsibilities as described in Section 2 hereof;

(iii)    the breach or failure by the Company or Employer to perform any of its material covenants contained in this Agreement;

(iv)    any relocation of Employee’s principal place of employment by more than fifty (50) miles, as long as such relocation increases Employee’s normal daily commute; or

(v)    the Company’s failure to cause any successor to all or substantially all of the business or assets of the Company and/or the Employer to expressly agree to assume the obligations of the Company and/or the Employer under this Agreement, unless such assumption occurs automatically by operation of law.

In order for a termination of Employee to constitute a termination for Good Reason, Employee must notify the Company of the circumstances claimed to constitute Good Reason in writing not later than the thirtieth (30th) day after such circumstances have arisen or occurred and must provide the Company with at least thirty (30) days within which to cure such circumstances before terminating employment, and, failing a cure, Employee must terminate Employee’s employment within thirty (30) days following the expiration of such cure period.

(g)    “Potential Change in Control” of the Company shall be deemed to have occurred, if:

(i)    the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control of the Company;

(ii)    any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control of the Company; or

(iii)    the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(h)    “Potential Change in Control Period” means the period beginning on the date the Potential Change in Control occurs and ending as of the earlier of (i) the date on which a Change in Control occurs or (ii) the date the Board makes a good faith determination that the risk of a Change in Control has terminated. In addition, Employee’s employment

Page 19 of 22

shall be deemed to have been terminated during a Potential Change in Control Period if such termination occurs prior to a Change in Control and such termination is by the Company other than for Cause and is (x) at the request of the counterparty in such Change in Control or (y) otherwise reasonably in anticipation of such Change in Control, provided that such Change in Control actually occurs.

(i)    “Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

Page 20 of 22

Appendix B

General Release

Release and Waiver of Claims. In consideration of the payments and benefits to which you are entitled under that certain Agreement, dated as of February 25, 2021to which you, Cornerstone Building Brands, Inc., and Ply Gem Industries, Inc. (the “Companies”) are parties (the “Agreement”), you hereby waive and release and forever discharge each of the Companies and their respective parent entities, subsidiaries, divisions, limited partnerships, affiliated corporations, successors and assigns and their respective past and present directors, managers, officers, stockholders, partners, agents, employees, insurers, attorneys, and servants each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demands, causes of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe, that you ever had and now have against any Releasee arising out of or in any way related to your employment with or separation from the Companies, to any services performed for the Companies, to any status, term or condition in such employment, or to any physical or mental harm or distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by the Companies, all to the extent allowed by applicable law. This release of claims includes, but is not limited to, claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN act, the Employee Retirement Income Security Act, and the Sarbanes-Oxley Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable.

Limitation of Release: Notwithstanding the foregoing, this release of claims will not prohibit you from filing a charge of discrimination with the National Labor Relations Board, the Equal Employment Opportunity Commission or an equivalent state civil rights agency, but you agree and understand that you are waiving your right to monetary compensation thereby if any such agency elects to pursue a claim on your behalf. Further, nothing in this release of claims shall be construed to waive any right that is not subject to waiver by private agreement under federal, state or local employment or other laws, such as claims for workers’ compensation or unemployment benefits or any claims that may arise after the date on which this release of claims becomes irrevocable. In addition, nothing in this release of claims will be construed to affect any of the following claims, all rights in respect of which are reserved:

Page 21 of 22

(a)    Any payment or benefit set forth in the Agreement;

(b)    Any rights as a shareholder of Cornerstone Building Brands, Inc.;

(c)    Reimbursement of unreimbursed business expenses properly incurred prior to the termination date in accordance with policy of the Companies;

(d)    Claims in respect of equity compensation owned by you ;

(e)    Vested benefits under the general employee benefit plans (other than severance pay or termination benefits under general policy of the Companies, all rights to which are hereby waived and released)

(f)    Any claim for unemployment compensation or workers’ compensation administered by a state government to which you are presently or may become entitled

(g)    Any claim that either of the Companies has breached this release of claims;

and

(h)    Indemnification as a current or former director or officer of either of the Companies or any of its subsidiaries (including as a fiduciary of any employee benefit plan), or inclusion as a beneficiary of any insurance policy related to your service in such capacity.

Page 22 of 22

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(b)/15d-14(a)

I, James S. Metcalf, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cornerstone Building Brands, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 11, 2021

/s/ James S. Metcalf

James S. Metcalf

Chairman of the Board and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(b)/15d-14(a)

I, Jeffrey S. Lee, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cornerstone Building Brands, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 11, 2021

/s/ Jeffrey S. Lee

Jeffrey S. Lee

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT

In connection with the quarterly report on Form 10-Q of Cornerstone Building Brands, Inc. (the “Company”) for the quarter ended April 3, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James S. Metcalf, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. I have reviewed this Report of the Company;

2. This Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

3. The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 11, 2021

/s/ James S. Metcalf

James S. Metcalf

Chairman of the Board and Chief Executive Officer

(Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to Cornerstone Building Brands, Inc. and will be retained by Cornerstone Building Brands, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

This Certification shall not be deemed to be “filed” or part of the Report or incorporated by reference into any of the registrant’s filings with the Securities and Exchange Commission by implication or by any reference in any such filing to the Report.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT

In connection with the quarterly report on Form 10-Q of Cornerstone Building Brands, Inc. (the “Company”) for the quarter ended April 3, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey S. Lee, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. I have reviewed this Report of the Company;

2. This Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

3. The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 11, 2021

/s/ Jeffrey S. Lee

Jeffrey S. Lee

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

A signed original of this written statement required by Section 906 has been provided to Cornerstone Building Brands, Inc. and will be retained by Cornerstone Building Brands, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

This Certification shall not be deemed to be “filed” or part of the Report or incorporated by reference into any of the registrant’s filings with the Securities and Exchange Commission by implication or by any reference in any such filing to the Report.

XML

Cover - shares	3 Months Ended
	Apr. 03, 2021	May 04, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Apr. 03, 2021
Document Transition Report	false
Entity File Number	1-14315
Entity Registrant Name	Cornerstone Building Brands, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	76-0127701
Entity Address, Address Line One	5020 Weston Parkway
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Cary
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27513
City Area Code	866
Local Phone Number	419-0042
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Title of 12(b) Security	Common Stock $0.01 par value per share
Trading Symbol	CNR
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		125,708,451
Entity Central Index Key	0000883902
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	false

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Apr. 03, 2021	Apr. 04, 2020
Income Statement [Abstract]
Sales	$ 1,267,032	$ 1,113,811
Cost of sales	1,007,303	882,924
Gross profit	259,729	230,887
Selling, general and administrative expenses	153,168	164,954
Intangible asset amortization	46,202	44,861
Restructuring and impairment charges, net	1,838	13,835
Strategic development and acquisition related costs	3,313	4,857
Goodwill impairment	0	503,171
Income (loss) from operations	55,208	(500,791)
Interest income	117	338
Interest expense	(56,499)	(54,835)
Foreign exchange loss	(26)	(4,137)
Other income (expense), net	337	(662)
Loss before income taxes	(863)	(560,087)
Provision (benefit) for income taxes	792	(18,014)
Net loss	(1,655)	(542,073)
Net income allocated to participating securities	0	0
Net loss applicable to common shares	$ (1,655)	$ (542,073)
Loss per common share:
Basic (in USD per share)	$ (0.01)	$ (4.30)
Diluted (in USD per share)	$ (0.01)	$ (4.30)
Weighted average number of common shares outstanding:
Basic (in shares)	125,506	126,093
Diluted (in shares)	125,506	126,093

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended
	Apr. 03, 2021	Apr. 04, 2020
Comprehensive income (loss):
Net loss	$ (1,655)	$ (542,073)
Other comprehensive income (loss), net of tax:
Foreign exchange translation gains (losses)	6,113	(9,563)
Unrealized gain (loss) on derivative instruments, net of income tax of $(2,690) and $12,032, respectively	9,137	(38,176)
Other comprehensive income (loss)	15,250	(47,739)
Comprehensive income (loss)	$ 13,595	$ (589,812)

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Apr. 03, 2021	Apr. 04, 2020
Statement of Comprehensive Income [Abstract]
Unrealized loss on derivative instruments, tax (benefit) expense	$ (2,690)	$ 12,032

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Apr. 03, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 666,717	$ 674,255
Restricted cash	6,223	6,223
Accounts receivable, less allowances of $14,427 and $13,313, respectively	601,476	554,649
Inventories, net	494,092	431,937
Income taxes receivable	31,403	39,379
Investments in debt and equity securities, at market	2,527	2,333
Prepaid expenses and other	84,127	77,751
Assets held for sale	3,909	4,644
Total current assets	1,890,474	1,791,171
Property, plant and equipment, less accumulated depreciation of $670,072 and $644,308, respectively	628,198	631,821
Lease right-of-use assets	260,424	264,107
Goodwill	1,195,983	1,194,729
Intangible assets, net	1,540,470	1,584,604
Deferred income taxes	2,411	1,867
Other assets, net	10,346	10,191
Total assets	5,528,306	5,478,490
Current liabilities:
Current portion of long-term debt	25,600	25,600
Accounts payable	260,930	211,441
Accrued compensation and benefits	73,962	81,548
Accrued interest	38,515	25,485
Accrued income taxes	5,650	5,060
Current portion of lease liabilities	69,042	70,125
Other accrued expenses	255,288	247,893
Total current liabilities	728,987	667,152
Long-term debt	3,559,339	3,563,429
Deferred income taxes	263,641	269,792
Long-term lease liabilities	194,672	198,875
Other long-term liabilities	324,020	337,437
Total long-term liabilities	4,341,672	4,369,533
Stockholders’ equity:
Common stock, $0.01 par value; 200,000,000 authorized; 125,807,655 and 125,676,292 shares issued and outstanding at April 3, 2021, respectively; and 125,425,931 and 125,400,599 shares issued and outstanding at December 31, 2020, respectively	1,258	1,255
Additional paid-in capital	1,260,946	1,257,262
Accumulated deficit	(766,340)	(764,685)
Accumulated other comprehensive loss, net	(36,267)	(51,517)
Treasury stock, at cost (131,363 and 25,332 shares at April 3, 2021 and December 31, 2020, respectively)	(1,950)	(510)
Total stockholders’ equity	457,647	441,805
Total liabilities and stockholders’ equity	$ 5,528,306	$ 5,478,490

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Apr. 03, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Allowance for doubtful accounts receivable	$ 14,427	$ 13,313
Accumulated depreciation on property, plant and equipment	$ 670,072	$ 644,308
Common stock, par value (in USD per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock shares issued (in shares)	125,807,655	125,425,931
Common stock, shares outstanding (in shares)	125,676,292	125,400,599
Treasury stock, shares (in shares)	131,363	25,332

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Apr. 03, 2021	Apr. 04, 2020
Cash flows from operating activities:
Net loss	$ (1,655)	$ (542,073)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	72,615	69,769
Non-cash interest expense	2,314	2,274
Share-based compensation expense	3,302	3,387
Goodwill impairment	0	503,171
Asset impairment	493	3,079
Provision for credit losses	676	725
Deferred income taxes	(9,729)	(35,734)
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable	(47,157)	20,532
Inventories	(62,028)	(20,724)
Income taxes	7,976	18,212
Prepaid expenses and other	(7,755)	1,554
Accounts payable	49,424	12,461
Accrued expenses	8,597	(40,662)
Other, net	2,958	1,805
Net cash provided by (used in) operating activities	20,031	(2,224)
Cash flows from investing activities:
Acquisitions, net of cash acquired	(180)	(39,857)
Capital expenditures	(21,230)	(27,567)
Proceeds from sale of property, plant and equipment	715	0
Net cash used in investing activities	(20,695)	(67,424)
Cash flows from financing activities:
Proceeds from stock options exercised	486	0
Payments on term loan	(6,404)	(6,405)
Payments related to tax withholding for share-based compensation	(1,541)	(327)
Net cash provided by (used in) financing activities	(7,459)	453,268
Effect of exchange rate changes on cash and cash equivalents	585	(2,302)
Net increase (decrease) in cash, cash equivalents and restricted cash	(7,538)	381,318
Cash, cash equivalents and restricted cash at beginning of period	680,478	102,307
Cash, cash equivalents and restricted cash at end of period	672,940	483,625
Interest paid, net of amounts capitalized	40,913	36,931
Taxes paid, net	1,949	392
ABL Facility
Cash flows from financing activities:
Proceeds from ABL facility	0	345,000
Cash flow revolver due April 2023
Cash flows from financing activities:
Proceeds from ABL facility	$ 0	$ 115,000

XML

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock	Additional Paid-In Capital	Retained Earnings (Deficit)	Retained Earnings (Deficit) Cumulative Effect, Period of Adoption, Adjustment	Accumulated Other Comprehensive Income (Loss)	Treasury Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cumulative effect of accounting change		$ (678)				$ (678)
Beginning balance (in shares) at Dec. 31, 2019			126,110,000					(55,513)
Beginning balance at Dec. 31, 2019	$ 935,318		$ 1,261	$ 1,248,787	$ (281,229)		$ (32,398)	$ (1,103)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Treasury stock purchases (in shares)								(37,794)
Treasury stock purchases	(327)							$ (327)
Retirement of treasury shares (in shares)			(38,206)					38,206
Retirement of treasury shares	0		$ (1)	(328)				$ 329
Issuance of restricted stock (in shares)			95,851
Issuance of restricted stock	$ 0		$ 1	(1)
Stock options exercised (in shares)	0
Other comprehensive income (loss)	$ (47,739)						(47,739)
Deferred compensation obligation	0		$ 1	(593)				$ 592
Deferred compensation obligation (in shares)								29,769
Share-based compensation	3,387			3,387
Net loss	(542,073)				(542,073)
Ending balance (in shares) at Apr. 04, 2020			126,167,645					(25,332)
Ending balance at Apr. 04, 2020	347,888		$ 1,262	1,251,252	(823,980)		(80,137)	$ (509)
Beginning balance (in shares) at Dec. 31, 2019			126,110,000					(55,513)
Beginning balance at Dec. 31, 2019	$ 935,318		$ 1,261	1,248,787	(281,229)		(32,398)	$ (1,103)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accounting Standards Update [Extensible List]	us-gaap:AccountingStandardsUpdate201613Member
Ending balance (in shares) at Dec. 31, 2020			125,425,931					(25,332)
Ending balance at Dec. 31, 2020	$ 441,805		$ 1,255	1,257,262	(764,685)		(51,517)	$ (510)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Treasury stock purchases (in shares)								(111,868)
Treasury stock purchases	(1,541)							$ (1,541)
Retirement of treasury shares (in shares)			(1,576)					1,576
Retirement of treasury shares	0		$ 0	(15)				$ 15
Issuance of restricted stock (in shares)			338,939
Issuance of restricted stock	$ 0		$ 3	(3)
Stock options exercised (in shares)	44,000,000		44,361
Stock options exercised	$ 486			486
Other comprehensive income (loss)	15,250						15,250
Deferred compensation obligation	0		$ 0	(86)				$ 86
Deferred compensation obligation (in shares)								4,261
Share-based compensation	3,302			3,302
Net loss	(1,655)				(1,655)
Ending balance (in shares) at Apr. 03, 2021			125,807,655					(131,363)
Ending balance at Apr. 03, 2021	$ 457,647		$ 1,258	$ 1,260,946	$ (766,340)		$ (36,267)	$ (1,950)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Apr. 03, 2021

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements for Cornerstone Building Brands, Inc. (together with its subsidiaries, unless otherwise indicated, the “Company,” “Cornerstone,” “we,” “us” or “our”) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles (“GAAP”) for complete financial statements. In the opinion of management, the unaudited consolidated financial statements included herein contain all adjustments, which consist of normal recurring adjustments, necessary to fairly present the Company’s financial position, results of operations and cash flows for the periods indicated. Operating results for the period from January 1, 2021 through April 3, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021.

For additional information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the Securities and Exchange Commission (the “SEC”) on March 4, 2021.

Reporting Periods

The Company’s current fiscal quarters are based on a four-four-five week calendar with periods ending on the Saturday of the last week in the quarter except that December 31st will always be the year-end date. Therefore, the financial results of certain fiscal quarters may not be comparable to prior fiscal quarters.

Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that total the amounts shown in the consolidated statements of cash flows (in thousands):

	April 3, 2021		December 31, 2020
Cash and cash equivalents	$	666,717	$	674,255
Restricted cash(1)	6,223		6,223
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	672,940	$	680,478

(1)Restricted cash primarily relates to escrow balances held for an outstanding earn-out agreement and working capital and other indemnification agreements.

Accounts Receivables and Related Allowance

The Company reports accounts receivable net of the allowance for expected credit losses. Trade accounts receivable are the result of sales of vinyl windows, aluminum windows, vinyl siding, metal siding, injection molded products, metal building products, insulated metal panels, metal coating, and other products and services to customers throughout the United States and Canada and affiliated territories, including international builders who resell to end users. Sales are primarily denominated in U.S. dollars. Credit sales do not normally require a pledge of collateral; however, various types of liens may be filed to enhance the collection process and we require payment prior to shipment for certain international shipments.

The Company establishes provision for expected credit losses based on the Company’s assessment of the collectability of amounts owed to us by our customers. Such provisions are included in selling, general and administrative expenses. In establishing these reserves, the Company considers changes in the financial position of a customer, age of the accounts receivable balances, availability of security, unusual macroeconomic conditions, lien rights and bond rights as well as disputes, if any, with our customers. Our allowance for credit losses reflects reserves for customer receivables to reduce receivables to amounts expected to be collected. Interest on delinquent accounts receivable is included in the trade accounts receivable balance and recognized as interest income when earned and collectability is reasonably assured. Uncollectible accounts are written off when a settlement is reached for an amount that is less than the outstanding historical balance, all collection efforts have been exhausted, and/or any legal action taken by the Company has concluded.

The following table represents the rollforward of the allowance for credit losses for the periods indicated (in thousands):

	Three Months Ended
	April 3, 2021		April 4, 2020
Ending balance, prior period	$	13,313	$	9,962
Cumulative effect of accounting change(1)	—		678
Provision for expected credit losses	676		725
Amounts charged against allowance for credit losses, net of recoveries	438		(354)
Allowance for credit losses of acquired company at date of acquisition	—		810
Ending balance	$	14,427	$	11,821

(1)Cumulative effect of accounting change reflects the modified retrospective effect of adopting ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.

Net Sales

The Company enters into contracts that pertain to products, which are accounted for as separate performance obligations and are typically one year or less in duration. Given the nature of the Company's sales arrangements, they do not require us to exercise significant judgment in determining the timing for the satisfaction of performance obligations or the transaction price. Revenue is measured as the amount of consideration expected to be received in exchange for our products. Revenue is generally recognized when the product has shipped from our facility and control has transferred to the customer. For a portion of our business, when we process customer owned material, control is deemed to transfer to the customer as the processing is being completed.

The Company’s revenues are adjusted for variable consideration, which includes customer volume rebates and prompt payment discounts. The Company measures variable consideration by estimating expected outcomes using analysis and inputs based upon anticipated performance, historical data, and current and forecasted information. Customer returns are recorded as a reduction to sales on an actual basis throughout the year and also include an estimate at the end of each reporting period for future customer returns related to sales recorded prior to the end of the period. The Company generally estimates customer returns based upon the time lag that historically occurs between the sale date and the return date while also factoring in any new business conditions that might impact the historical analysis such as new product introduction. Measurement of variable consideration is reviewed by management periodically and revenue is adjusted accordingly. We do not have significant financing components. The Company recognizes installation revenue, primarily within the stone veneer business, over the period for which the stone is installed, which is typically a very short duration.

Shipping and handling activities performed by us are considered activities to fulfill the sales of our products. Amounts billed for shipping and handling are included in net sales, while costs incurred for shipping and handling are included in cost of sales.

In accordance with certain contractual arrangements, we receive payment from our customers in advance related to performance obligations that are to be satisfied in the future and recognize such payments as deferred revenue, primarily related to the Company’s weathertightness warranties (see Note 12 — Warranty).

A portion of the Company’s revenue, exclusively within the Commercial segment, includes multiple-element revenue arrangements due to multiple deliverables. Each deliverable is generally determined based on customer-specific manufacturing and delivery requirements. Because the separate deliverables have value to the customer on a stand-alone basis, they are typically considered separate units of accounting. A portion of the entire job order value is allocated to each unit of accounting. Revenue allocated to each deliverable is recognized upon shipment. The Company uses estimated selling price (“ESP”) based on underlying cost plus a reasonable margin to determine how to separate multiple-element revenue arrangements into separate units of accounting, and how to allocate the arrangement consideration among those separate units of accounting. The Company determines ESP based on normal pricing and discounting practices.

The following table presents disaggregated revenue disclosure details of net sales by segment (in thousands):

	Three Months Ended
	April 3, 2021		April 4, 2020
Windows Net Sales Disaggregation:
Vinyl windows	$	497,017	$	419,022
Aluminum windows	20,280		19,476
Other	9,966		9,952
Total	$	527,263	$	448,450
Siding Net Sales Disaggregation:
Vinyl siding	$	150,229	$	109,548
Metal	71,093		52,666
Injection molded	17,609		13,239
Stone	19,831		18,810
Other products & services(1)	57,629		46,780
Total	$	316,391	$	241,043
Commercial Net Sales Disaggregation:
Metal building products	$	299,938	$	292,436
Insulated metal panels	85,603		99,229
Metal coil coating	37,837		32,653
Total	$	423,378	$	424,318
Total Net Sales:	$	1,267,032	$	1,113,811

(1)Other products & services primarily consist of installation of stone veneer products.

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ACCOUNTING PRONOUNCEMENTS

3 Months Ended

Apr. 03, 2021

Accounting Standards Update and Change in Accounting Principle [Abstract]

ACCOUNTING PRONOUNCMENTS

ACCOUNTING PRONOUNCEMENTS

Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and also improves consistent application of and simplifies U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. Effective January 1, 2021, the Company adopted this guidance. The application of ASU 2019-12 did not have a material effect on the consolidated financial statements.

Recent Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance to ease the potential burden in accounting for reference rate reform on financial reporting. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the reference rate transition. The amendments in these ASUs are elective, apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of rate reform, and are effective as of March 12, 2020 through December 31, 2022. The Company is evaluating the impact of electing to apply the amendments in this guidance.

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ACQUISITIONS

3 Months Ended

Apr. 03, 2021

Business Combinations [Abstract]

ACQUISITIONS

ACQUISITIONS

2020 Acquisition

On March 2, 2020, the Company acquired 100% of the issued and outstanding shares of the common stock of Kleary Masonry, Inc. (“Kleary”) for total consideration of $40.0 million, exclusive of the $2.0 million working capital adjustment that was finalized during the three months ended July 4, 2020. The transaction was financed with cash on hand and through borrowings under the Company’s asset-based revolving credit facility. Kleary primarily services residential customers with manufactured stone installations and commercial customers with manufactured wall installations in the Sacramento, California area, which strengthens the Company’s position as a market leader in stone veneer. Kleary’s results are reported within the Siding segment.

The Company determined the fair value of the tangible and intangible assets and the liabilities acquired, and recorded goodwill based on the excess of the fair value of the acquisition consideration over such fair values, as follows (in thousands):

Assets acquired:
Cash	$	143
Accounts receivable	7,135
Inventories	670
Prepaid expenses and other current assets	277
Property, plant and equipment	1,042
Lease right of use assets	445
Intangible assets (trade names/customer relationships)	22,350
Goodwill	12,539
Total assets acquired	44,601
Liabilities assumed:
Accounts payable	1,149
Other accrued expenses	1,020
Lease liabilities	339
Other long-term liabilities	109
Total liabilities assumed	2,617
Net assets acquired	$	41,984

The $12.5 million of goodwill from the Kleary acquisition was allocated to the Siding segment and will be deductible for tax purposes. The goodwill is attributable to the workforce of the acquired business and the synergies expected to be realized. The fair value of all assets acquired and liabilities assumed was finalized during the first quarter of 2021, which did not result in any adjustments during the quarter ended April 3, 2021.

Unaudited Pro Forma Financial Information

The following table provides unaudited supplemental pro forma results for Cornerstone for the three months ended April 4, 2020 as if the Kleary acquisitions had occurred on January 1, 2020 (in thousands, except for per share data):

	Three Months Ended
	April 4, 2020
Net sales	$	1,122,169
Net loss applicable to common shares	(540,870)
Net loss per common share:
Basic	$	(4.29)
Diluted	$	(4.29)

The unaudited supplemental pro forma financial information was prepared based on the historical information of Cornerstone and Kleary. The unaudited supplemental pro forma financial information does not give effect to the potential impact of current financial conditions, any anticipated synergies, operating efficiencies or cost savings that may result from the acquisition or any integration costs. Unaudited pro forma balances are not necessarily indicative of operating results had the Kleary acquisition occurred on January 1, 2020 or of future results.

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RESTRUCTURING

3 Months Ended

Apr. 03, 2021

Restructuring and Related Activities [Abstract]

RESTRUCTURING

RESTRUCTURING

The Company has various initiatives and programs in place within its business units to reduce selling, general, and administrative expenses (“SG&A”), manufacturing costs and to optimize the Company’s combined manufacturing footprint. During the three months ended April 3, 2021, the Company incurred restructuring charges of $0.9 million, $0.1 million and $0.7 million in the Windows, Siding and Commercial segments, respectively, and $0.1 million in restructuring charges at Corporate headquarters. Restructuring charges incurred to date since inception of the current restructuring initiatives began in 2019 are $54.2 million. The following table summarizes our restructuring plan costs and charges related to the restructuring plans for the three months ended April 3, 2021 and costs incurred to date since inception of the new initiatives and programs (in thousands):

	Three Months Ended		Costs Incurred to Date
	April 3, 2021		(Since inception)
Severance	$	1,322	$	37,553
Asset impairments	493		8,361
Gain on sale of facilities, net	—		(1,298)
Other restructuring costs	23		9,559
Total restructuring costs	$	1,838	$	54,175

For the three months ended April 3, 2021, the $1.8 million restructuring costs are recorded within restructuring and impairment costs. The asset impairments of $0.5 million for the three months ended April 3, 2021 are comprised primarily of the write-off of previously capitalized website design costs.

The following table summarizes our severance liability, included within other accrued expenses on the consolidated balance sheets, and cash payments made pursuant to the restructuring plans from inception through April 3, 2021 (in thousands):

	Windows		Siding		Commercial		Corporate		Total
Balance, December 31, 2018	$	—	$	85	$	—	$	2,333	$	2,418
Costs incurred	1,094		1,834		2,721		4,009		9,658
Cash payments	(676)		(1,437)		(2,721)		(4,579)		(9,413)
Balance, December 31, 2019	$	418	$	482	$	—	$	1,763	$	2,663
Costs incurred	4,294		2,705		16,561		3,013		26,573
Cash payments	(4,406)		(2,352)		(14,570)		(4,346)		(25,674)
Balance, December 31, 2020	$	306	$	835	$	1,991	$	430	$	3,562
Costs incurred	651		118		480		73		1,322
Cash payments	(427)		(644)		(774)		(73)		(1,918)
Balance, April 3, 2021	$	530	$	309	$	1,697	$	430	$	2,966

We expect to fully execute our plans over the next 12 to 24 months and we may incur future additional restructuring charges associated with these plans.

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GOODWILL

3 Months Ended

Apr. 03, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL

GOODWILL

The Company’s goodwill balance and changes in the carrying amount of goodwill by segment are as follows (in thousands):

	Windows		Siding		Commercial		Total
Balance, December 31, 2019	$	714,023	$	807,280	$	148,291	$	1,669,594
Goodwill recognized from Kleary Acquisition	—		12,539		—		12,539
Impairment(1)	(320,990)		(176,774)		(5,407)		(503,171)
Currency translation	3,991		10,000		—		13,991
Purchase accounting adjustments from prior year acquisitions	—		1,776		—		1,776
Balance, December 31, 2020	$	397,024	$	654,821	$	142,884	$	1,194,729
Goodwill recognized from acquisition	—		122		—		122
Currency translation	648		484		—		1,132
Balance, April 3, 2021	$	397,672	$	655,427	$	142,884	$	1,195,983

(1)Goodwill impairment charges occurred during the quarter ended April 4, 2020 as a result of a decline in the Company’s market valuation and near-term economic uncertainties related to the COVID-19 pandemic.

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INVENTORIES

3 Months Ended

Apr. 03, 2021

Inventory Disclosure [Abstract]

INVENTORIES

INVENTORIES

The components of inventory are as follows (in thousands):

	April 3, 2021		December 31, 2020
Raw materials	$	264,760	$	241,353
Work in process and finished goods	229,332		190,584
Total inventory	$	494,092	$	431,937

 As of April 3, 2021, the Company had inventory purchase commitments of $115.9 million.

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INTANGIBLES

3 Months Ended

Apr. 03, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLES

INTANGIBLES

The table that follows presents the major components of intangible assets as of April 3, 2021 and December 31, 2020 (in thousands). Intangible assets that are fully amortized are removed from the disclosures.

	Range of Life (Years)			Weighted Average Amortization Period (Years)	Cost		Accumulated Amortization		Net Carrying Value
As of April 3, 2021
Amortized intangible assets:
Trademarks/Trade names	5	–	15	8	$	248,155	$	(57,767)	$	190,388
Customer lists and relationships	7	–	20	9	1,758,611		(408,529)		1,350,082
Total intangible assets				9	$	2,006,766	$	(466,296)	$	1,540,470
As of December 31, 2020
Amortized intangible assets:
Trademarks/Trade names	5	–	15	8	$	248,155	$	(51,722)	$	196,433
Customer lists and relationships	7	–	20	9	1,758,611		(370,440)		1,388,171
Total intangible assets				9	$	2,006,766	$	(422,162)	$	1,584,604

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ASSETS HELD FOR SALE

3 Months Ended

Apr. 03, 2021

Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract]

ASSETS HELD FOR SALE

ASSETS HELD FOR SALE

We record assets held for sale at the lower of the carrying value or fair value less costs to sell. The following criteria are used to determine if property is held for sale: (i) management has the authority and commits to a plan to sell the property; (ii) the property is available for immediate sale in its present condition; (iii) there is an active program to locate a buyer and the plan to sell the property has been initiated; (iv) the sale of the property is probable within one year; (v) the property is being actively marketed at a reasonable sale price relative to its current fair value; and (vi) it is unlikely that the plan to sell will be withdrawn or that significant changes to the plan will be made.

In determining the fair value of the assets less cost to sell, we consider factors including current sales prices for comparable assets in the area, recent market analysis studies, appraisals and any recent legitimate offers. If the estimated fair value less cost to sell of an asset is less than its current carrying value, the asset is written down to its estimated fair value less cost to sell. The total carrying value of assets held for sale was $3.9 million and $4.6 million as of April 3, 2021 and December 31, 2020, respectively. Assets held for sale at April 3, 2021 are actively marketed for sale. During the three months ended April 3, 2021, the Company completed the sale of certain real property assets resulting in approximately $0.7 million in net proceeds and an immaterial loss from the transaction.

Due to uncertainties in the estimation process, actual results could differ from the estimates used in our historical analysis. Our assumptions about property sales prices require significant judgment because the current market is highly sensitive to changes in economic conditions. We determined the estimated fair values of assets held for sale based on current market conditions and assumptions made by management, which may differ from actual results and may result in impairments if market conditions deteriorate.

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LEASES

3 Months Ended

Apr. 03, 2021

Leases [Abstract]

LEASES

LEASES

The Company leases certain manufacturing, warehouse and distribution locations, vehicles and equipment, including fleet vehicles. Many of these leases have options to terminate prior to or extend beyond the end of the term. The exercise of the majority of lease renewal options is at the Company’s sole discretion. Some lease agreements have variable payments, the majority of these are real estate agreements in which future increases in rent are based on an index. Lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company accounts for lease and non-lease components as a single lease component for all leases other than leases of durable tooling. The Company excludes leases with an initial term of 12 months or less from the consolidated balance sheets and recognizes related lease payments in the consolidated statements of operations on a straight-line basis over the lease term.

Operating lease liabilities are recognized based on the present value of the future minimum lease payments over the reasonably expected holding period at commencement date. Few of the Company’s lease contracts provide a readily determinable implicit rate. For these contracts, an estimated incremental borrowing rate (“IBR”) is utilized, based on information available at the inception of the lease. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease.

Accounting for leases may require judgment, including determining whether a contract contains a lease, the incremental borrowing rates to utilize for leases without a stated implicit rate, the reasonably certain holding period for a leased asset, and the allocation of consideration to lease and non-lease components. The allocation of the lease and non-lease components for leases of durable tooling is based on the Company’s best estimate of standalone price.

Weighted average information about the Company’s lease portfolio as of April 3, 2021 was as follows:

Weighted-average remaining lease term	5.5 years
Weighted-average IBR	6.01	%

Operating lease costs were as follows (in thousands):

	Three Months Ended
	April 3, 2021		April 4, 2020
Operating lease costs
Fixed lease costs	$	25,967	$	27,930
Variable lease costs(1)	24,726		19,588
(1) Includes short-term lease costs, which are immaterial.

Cash and non-cash activities were as follows (in thousands):

	Three Months Ended
	April 3, 2021		April 4, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	27,019	$	30,274
Right-of-use assets obtained in exchange for new operating lease liabilities	$	5,704	$	4,261

Future minimum lease payments under non-cancelable leases as of April 3, 2021 are as follows (in thousands):

	Operating Leases
2021 (excluding the three months ended April 3, 2021)	$	59,841
2022	72,420
2023	46,441
2024	35,189
2025	28,257
Thereafter	69,702
Total future minimum lease payments	311,850
Less: interest	48,136
Present value of future minimum lease payments	$	263,714
As of April 3, 2021
Current portion of lease liabilities	$	69,042
Long-term portion of lease liabilities	194,672
Total	$	263,714

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SHARE-BASED COMPENSATION

3 Months Ended

Apr. 03, 2021

Share-based Payment Arrangement [Abstract]

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

Our 2003 Long-Term Stock Incentive Plan, as amended (the “Incentive Plan”), is an equity-based compensation plan that allows us to grant a variety of types of awards, including stock options, restricted stock awards, stock appreciation rights, cash awards, phantom stock awards, restricted stock unit awards (“RSUs”) and long-term incentive awards with performance conditions (“performance share units” or “PSUs”). Awards are generally granted once per year, with the amounts and types of awards determined by the Compensation Committee of our Board of Directors (the “Committee”). In connection with the Merger (as defined herein) with Ply Gem Parent, LLC (“Ply Gem”), on November 16, 2018 awards were granted to certain senior executives and key employees (the “Founders Awards”), which included stock options, RSUs, and PSUs. A portion of the Founders Awards was not granted under the Incentive Plan but was instead granted pursuant to a separate equity-based compensation plan, the Long-Term Incentive Plan consisting of award agreements for select Founders Awards. However, these awards were subject to the same terms and provisions as awards of the same type granted under the Incentive Plan.

As of April 3, 2021, and for all periods presented, the Founders Awards and our share-based awards under the Incentive Plan have consisted of RSUs, PSUs and stock option grants, none of which can be settled through cash payments. Both our stock options and restricted stock awards are subject only to vesting requirements based on continued employment through the end of a specified time period and typically vest in annual increments over three to five years or earlier upon death, disability or a change in control. As a general rule, option awards expire on the earlier of (i) 10 years from the date of grant, (ii) 60 days after termination of employment or service for a reason other than death, disability or retirement, or (iii) 180 days after death, disability or retirement. Awards are non-transferable except by disposition on death or to certain family members, trusts and other family entities as the Committee may approve.

Our time-based restricted stock awards are typically subject to graded vesting over a service period, which is three to five years. Our performance-based and market-based restricted stock awards are typically subject to cliff vesting at the end of the service period, which is typically three years. Our share-based compensation arrangements are equity classified and we recognize compensation cost for these awards on a straight-line basis over the requisite service period for each award grant. In the case of performance-based awards, expense is recognized based upon management’s assessment of the probability that such performance conditions will be achieved. Certain of our awards provide for accelerated vesting upon a change of control or upon termination without cause or for good reason.

Vesting of the PSUs granted in the Founders Awards is contingent upon the achievement of synergies captured from the Merger and continued employment. Based on achieved synergies during the period comprising the two fiscal years ended December 31, 2020, the Founders Awards will vest at 200% of target amounts, subject to continuing employment through the requisite service period ending on November 16, 2021. Vesting of the PSUs granted during the three months ended April 3, 2021 and April 4, 2020 are contingent upon achievement of a cumulative three-year EBITDA growth target with an additional modifier based on total shareholder return. The grant-date fair value of the PSUs granted during the three months ended April 3, 2021 and April 4, 2020 were determined by a Monte Carlo simulation.

Stock option awards

During the three months ended April 3, 2021 and April 4, 2020, we granted 0.5 million and 1.0 million stock options, respectively. The average grant date fair value of options granted during the three months ended April 3, 2021 and April 4, 2020 was $6.50 and $1.96 per share, respectively. There were forty-four thousand options with an intrinsic value of $0.1 million exercised during the three months ended April 3, 2021. No options were exercised during the three months ended April 4, 2020.

Restricted stock units and performance share units

Annual awards to our key employees generally have a three-year performance period. The fair value of RSUs awarded is based on the Company’s stock price as of the date of grant. During the three months ended April 3, 2021, we granted RSUs to key employees with a fair value of $8.5 million representing approximately 0.6 million shares. During the three months ended April 4, 2020, we granted RSUs to key employees with a fair value of $4.3 million, representing 0.9 million shares. During the three months ended April 3, 2021 and April 4, 2020, we granted PSUs with a total fair value of approximately $13.7 million and $5.3 million, respectively, to key employees.

Share-based compensation expense

During the three months ended April 3, 2021 and April 4, 2020, we recorded share-based compensation expense for all awards of $3.3 million and $3.4 million, respectively.

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EARNINGS PER COMMON SHARE

3 Months Ended

Apr. 03, 2021

Earnings Per Share [Abstract]

EARNINGS PER COMMON SHARE

EARNINGS PER COMMON SHARE

Basic earnings per common share is computed by dividing net income allocated to common shares by the weighted average number of common shares outstanding. Diluted earnings per common share, if applicable, considers the dilutive effect of common stock equivalents. The reconciliation of the numerator and denominator used for the computation of basic and diluted earnings per common share is as follows (in thousands, except per share data):

	Three Months Ended
	April 3, 2021		April 4, 2020
Numerator for Basic and Diluted Earnings Per Common Share
Net loss applicable to common shares	$	(1,655)	$	(542,073)
Denominator for Basic and Diluted Earnings Per Common Share
Weighted average basic number of common shares outstanding	125,506		126,093
Common stock equivalents:
Employee stock options	—		—
PSUs and Performance Share Awards	—		—
Weighted average diluted number of common shares outstanding	125,506		126,093
Basic loss per common share	$	(0.01)	$	(4.30)
Diluted loss per common share	$	(0.01)	$	(4.30)
Incentive Plan securities excluded from dilution(1)	1,174		2,851

(1)Represents securities not included in the computation of diluted earnings per common share because their effect would have been anti-dilutive.

We calculate earnings per share using the “two-class” method, whereby unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are “participating securities” and, therefore, these participating securities are treated as a separate class in computing earnings per share. The calculation of earnings per share presented here excludes the income attributable to unvested restricted stock units from the numerator and excludes the dilutive impact of those shares from the denominator. Awards subject to the achievement of performance conditions or market conditions for which such conditions had been met at the end of any of the fiscal periods presented are included in the computation of diluted earnings per common share if their effect was dilutive.

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WARRANTY

3 Months Ended

Apr. 03, 2021

Product Warranties Disclosures [Abstract]

WARRANTY

WARRANTY

The Company offers a number of warranties associated with the products it sells. The specific terms and conditions of these warranties vary depending on the product sold. The Company’s warranty liabilities are undiscounted and adjusted for inflation based on third party actuarial estimates. Factors that affect the Company’s warranty liabilities include the number of units sold, historical and anticipated rates of warranty claims, cost per claim and new product introduction. Warranties are normally limited to replacement or service of defective components for the original customer. Some warranties are transferable to subsequent owners and are generally limited to ten years from the date of manufacture or require pro-rata payments from the customer. A provision for estimated warranty costs is recorded based on historical experience and the Company periodically adjusts these provisions to reflect actual experience. Warranty costs are included within cost of goods sold. The Company assesses the adequacy of the recorded warranty claims and adjusts the amounts as necessary. Separately, upon the sale of a weathertightness warranty in the Commercial segment, the Company records the resulting revenue as deferred revenue, which is included in other accrued expenses and other long-term liabilities on the consolidated balance sheets depending on when the revenues are expected to be recognized.

The following table represents the rollforward of our accrued warranty obligation and deferred warranty revenue activity for the three months ended April 3, 2021 and April 4, 2020 (in thousands):

	Three Months Ended
	April 3, 2021		April 4, 2020
Beginning balance	$	216,230	$	216,173
Acquisition	—		109
Warranties sold	644		662
Revenue recognized	(693)		(680)
Expense	8,827		9,051
Settlements	(8,138)		(9,507)
Ending balance	216,870		215,808
Less: current portion	24,617		26,920
Total warranty, less current portion	$	192,253	$	188,888

The current portion of the warranty liabilities are recorded within other accrued expenses and the long-term portion of the warranty liabilities are recorded within other long-term liabilities in the Company’s consolidated balance sheets.

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DEFINED BENEFIT PLANS

3 Months Ended

Apr. 03, 2021

Retirement Benefits [Abstract]

DEFINED BENEFIT PLANS

DEFINED BENEFIT PLANS

RCC Pension Plan — With the acquisition of Robertson-Ceco II Corporation (“RCC”) on April 7, 2006, we assumed a defined benefit plan (the “RCC Pension Plan”). Benefits under the RCC Pension Plan are primarily based on years of service and the employee’s compensation. The RCC Pension Plan is frozen and, therefore, employees do not accrue additional service benefits. Plan assets of the RCC Pension Plan are invested in broadly diversified portfolios of government obligations, mutual funds, stocks, bonds, fixed income securities and master limited partnerships.

CENTRIA Benefit Plans — As a result of the CENTRIA Acquisition on January 16, 2015, we assumed noncontributory defined benefit plans covering certain hourly employees (the “CENTRIA Benefit Plans”) and which are closed to new participants. Benefits under the CENTRIA Benefit Plans are calculated based on fixed amounts for each year of service rendered, although benefits accruals for one of the plans previously ceased. Plan assets of the CENTRIA Benefit Plans are invested in fixed income funds. CENTRIA also sponsors postretirement medical and life insurance plans that cover certain of its employees and their spouses (the “OPEB Plans”). Currently, the Company’s policy is to fund the CENTRIA Benefit Plans as required by minimum funding standards of the Internal Revenue Code.

Ply Gem Pension Plans — As a result of the Merger on November 16, 2018, we assumed the Ply Gem Group Pension Plan (the “Ply Gem Plan”) and the MW Manufacturers, Inc Retirement Plan (the “MW Plan”). The Ply Gem Plan was frozen during 1998, and no further increases in benefits for participants may occur as a result of increases in service years or compensation. The MW Plan was frozen for salaried participants during 2004 and non-salaried participants during 2005. No additional participants may enter the plan, but increases in benefits for participants as a result of increase in service years or compensation will occur.

We refer to the RCC Pension Plan, the CENTRIA Benefit Plans, the Ply Gem Plan and the MW Plan collectively as the “Defined Benefit Plans” in this Note.

The following tables set forth the components of the net periodic benefit cost, before tax for the periods indicated (in thousands):

	Defined Benefit Plans
	Three Months Ended
	April 3, 2021		April 4, 2020
Service cost	$	14	$	11
Interest cost	635		802
Expected return on assets	(1,360)		(1,398)
Amortization of prior service cost	16		16
Amortization of net actuarial loss	104		753
Net periodic benefit cost (income)	$	(591)	$	184
	OPEB Plans
	Three Months Ended
	April 3, 2021		April 4, 2020
Service cost	$	4	$	4
Interest cost	44		59
Amortization of net actuarial loss	18		27
Net periodic benefit cost	$	66	$	90

We expect to contribute $3.2 million to the Defined Benefit Plans and $0.7 million to OPEB Plans in the year ending December 31, 2021. Our policy is to fund the CENTRIA Benefit Plans as required by minimum funding standards of the Internal Revenue Code. The contributions to the OPEB Plans by retirees vary from none to 25% of the total premiums paid.

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LONG-TERM DEBT

3 Months Ended

Apr. 03, 2021

Debt Disclosure [Abstract]

LONG-TERM DEBT

LONG-TERM DEBT

On April 15, 2021, the Company amended its Cash Flow Credit Agreement and ABL Credit Agreement and fully redeemed the 8.00% Senior Notes due April 2026, the details of which are discussed in Note 21 — Subsequent Events. The following disclosures reflect the Company’s debt structure and agreements in place as of April 3, 2021.

Debt is comprised of the following (in thousands):

	April 3, 2021		December 31, 2020
Term loan facility due April 2025	$	2,491,563	$	2,497,967
8.00% senior notes due April 2026	645,000		645,000
6.125% senior notes due January 2029	500,000		500,000
Less: unamortized discounts and unamortized deferred financing costs(1)	(51,624)		(53,938)
Total long-term debt, net of unamortized discounts and unamortized deferred financing costs	3,584,939		3,589,029
Less: current portion of long-term debt	25,600		25,600
Total long-term debt, less current portion	$	3,559,339	$	3,563,429

(1)Includes the unamortized discounts and unamortized deferred financing costs associated with the term loan facility, the 8.00% senior notes due April 2026, and the 6.125% senior notes due January 2029. The unamortized deferred financing costs associated with the asset-based revolving credit facilities of $1.5 million and $1.7 million as of April 3, 2021 and December 31, 2020, respectively, are classified in other assets on the consolidated balance sheets.

Term Loan Facility due April 2025 and Cash Flow Revolver due April 2023

On April 12, 2018, Ply Gem Midco entered into the Current Cash Flow Credit Agreement, which provides for (i) a term loan facility (the “Current Term Loan Facility”) in an original aggregate principal amount of $1,755.0 million, issued with a discount of 0.5%, and (ii) a cash flow-based revolving credit facility (the “Current Cash Flow Revolver” and together with the Term Loan Facility, the “Current Cash Flow Facilities”) of up to $115.0 million. The Current Term Loan Facility amortizes in nominal quarterly installments equal to one percent of the aggregate initial principal amount thereof per annum, with the remaining balance payable upon final maturity of the Current Term Loan Facility on April 12, 2025. There are no amortization payments under the Current Cash Flow Revolver, and all borrowings under the Current Cash Flow Revolver mature on April 12, 2023.

On November 16, 2018, the Company entered into an incremental term loan facility in connection with the Merger, which increased the aggregate principal amount of the Current Term Loan Facility by $805.0 million. The proceeds of this incremental term loan facility were used to, among other things, (a) finance the Merger and to pay certain fees, premiums and expenses incurred in connection therewith, (b) repay in full amounts outstanding under the Pre-merger Term Loan Credit Agreement and the Pre-merger ABL Credit Agreement and (c) repay $325.0 million of borrowings outstanding under the ABL Facility. On November 16, 2018, in connection with the consummation of the Merger, NCI and Ply Gem Midco entered into a joinder agreement with respect to the Current Cash Flow Facilities, and the Company became the Borrower (as defined in the Current Cash Flow Credit Agreement) under the Current Cash Flow Facilities.

The Current Term Loan Facility bears annual interest at a floating rate measured by reference to, at the Company’s option, either (i) an adjusted LIBOR rate (subject to a floor of 0.00%) plus an applicable margin of 3.75% per annum or (ii) an alternate base rate plus an applicable margin of 2.75% per annum. At April 3, 2021, the interest rates on the Current Term Loan Facility were as follows:

	April 3, 2021
Interest rate	3.9	%
Effective interest rate	6.51	%

The Company entered into certain interest rate swap agreements during 2019 to convert a portion of its variable rate debt to fixed. See Note 17 — Fair Value of Financial Instruments and Fair Value Measurements.

Loans outstanding under the Current Cash Flow Revolver bear annual interest at a floating rate measured by reference to, at the Company’s option, either (i) an adjusted LIBOR rate (subject to a floor of 0.00%) plus an applicable margin ranging from 2.50% to 3.00% per annum depending on the Company’s secured leverage ratio or (ii) an alternate base rate plus an applicable margin ranging from 1.50% to 2.00% per annum depending on the Company’s secured leverage ratio. Additionally, unused commitments under the Current Cash Flow Revolver are subject to a fee ranging from 0.25% to 0.50% per annum depending on the Company’s secured leverage ratio.

Both the Current Term Loan Facility and Current Cash Flow Revolver may be prepaid at the Company’s option at any time without premium or penalty (other than customary breakage costs), subject to minimum principal amount requirements.

Subject to certain exceptions, the Current Term Loan Facility is subject to mandatory prepayments in an amount equal to:

•the net cash proceeds of (1) certain asset sales, (2) certain debt offerings and (3) certain insurance recovery and condemnation events; and

•50% of annual excess cash flow (as defined in the Cash Flow Credit Agreement), subject to reduction to 25% and 0% if specified secured leverage ratio targets are met to the extent that the amount of such excess cash flow exceeds $10.0 million. For 2019, no payments were required under the excess cash flow calculation.

The obligations under the Current Cash Flow Credit Agreement are guaranteed by each direct and indirect wholly-owned U.S. restricted subsidiary of the Company, subject to certain exceptions, and are secured by:

•a perfected security interest in substantially all tangible and intangible assets of the Company and each subsidiary guarantor (other than ABL Priority Collateral (as defined below)), including the capital stock of each direct material wholly-owned U.S. restricted subsidiary owned by the Company and each subsidiary guarantor, and 65% of the capital stock of any non-U.S. subsidiary held directly by the Company or any subsidiary guarantor, subject to certain exceptions (the “Cash Flow Priority Collateral”), which security interest will be senior to the security interest in the foregoing assets securing the Current ABL Facility; and

•a perfected security interest in the ABL Priority Collateral, which security interest will be junior to the security interest in the ABL Priority Collateral securing the Current ABL Facility.

The Current Cash Flow Revolver includes a financial covenant set at a maximum secured leverage ratio of 7.75:1.00, which will apply if the outstanding amount of loans and drawings under letters of credit which have not then been reimbursed exceeds a specified threshold at the end of any fiscal quarter.

ABL Facility due April 2023

On April 12, 2018, Ply Gem Midco entered into the Current ABL Credit Agreement, which provides for an asset-based revolving credit facility (the “Current ABL Facility”) of up to $360.0 million, consisting of (i) $285.0 million available to U.S. borrowers (subject to U.S. borrowing base availability) (the “ABL U.S. Facility”) and (ii) $75.0 million available to both U.S. borrowers and Canadian borrowers (subject to U.S. borrowing base and Canadian borrowing base availability) (the “ABL Canadian Facility”). The Company and, at their option, certain of their subsidiaries are the borrowers under the Current ABL Facility. All borrowings under the Current ABL Facility mature on April 12, 2023.

On October 15, 2018, Ply Gem Midco entered into an incremental asset-based revolving credit facility of $36.0 million, which upsized the Current ABL Facility to $396.0 million in the aggregate, and with (x) the ABL U.S. Facility being increased from $285.0 million to $313.5 million and (y) the ABL Canadian Facility being increased from $75.0 million to $82.5 million.

On November 16, 2018, Ply Gem Midco entered into an incremental asset-based revolving credit facility of $215.0 million in connection with the Merger, which upsized the Current ABL Facility to $611.0 million in the aggregate, and with (x) the ABL U.S. Facility being increased from $313.5 million to approximately $483.7 million and (y) the ABL Canadian Facility being increased from $82.5 million to approximately $127.3 million. On November 16, 2018, in connection with the consummation of the Merger, the Company and Ply Gem Midco entered into a joinder agreement with respect to the Current ABL Facility, and the Company became the Parent Borrower (as defined in the ABL Credit Agreement) under the Current ABL Facility.

Borrowing availability under the Current ABL Facility is determined by a monthly borrowing base collateral calculation that is based on specified percentages of the value of eligible inventory, eligible accounts receivable and eligible credit card receivables, less certain reserves and subject to certain other adjustments as set forth in the Current ABL Credit Agreement. Availability is reduced by issuance of letters of credit as well as any borrowings. As of April 3, 2021, the Company had the following in relation to the Current ABL Facility (in thousands):

	April 3, 2021
Excess availability	$	570,978
Revolving loans outstanding	—
Letters of credit outstanding	35,366

Loans outstanding under the Current ABL Facility bear interest at a floating rate measured by reference to, at the Company’s option, either (i) an adjusted LIBOR rate (subject to a LIBOR floor of 0.00%) plus an applicable margin ranging from 1.25% to 1.75% per annum depending on the average daily excess availability under the Current ABL Facility or (ii) an alternate base rate plus an applicable margin ranging from 0.25% to 0.75% per annum depending on the average daily excess availability under the ABL Facility. Additionally, unused commitments under the ABL Facility are subject to a 0.25% per annum fee.

The obligations under the Current ABL Credit Agreement are guaranteed by each direct and indirect wholly-owned U.S. restricted subsidiary of the Company, subject to certain exceptions, and are secured by:

•a perfected security interest in all present and after-acquired inventory, accounts receivable, deposit accounts, securities accounts, and any cash or other assets in such accounts and other related assets owned by the Company and the U.S. subsidiary guarantors and the proceeds of any of the foregoing, except to the extent such proceeds constitute Cash Flow Priority Collateral, and subject to certain exceptions (the “ABL Priority Collateral”), which security interest is senior to the security interest in the foregoing assets securing the Current Cash Flow Facilities; and

•a perfected security interest in the Cash Flow Priority Collateral, which security interest will be junior to the security interest in the Cash Flow Collateral securing the Current Cash Flow Facilities.

Additionally, the obligations of the Canadian borrowers under the Current ABL Credit Agreement are guaranteed by each direct and indirect wholly-owned Canadian restricted subsidiary of the Canadian borrowers, subject to certain exceptions, and are secured by substantially all assets of the Canadian borrowers and the Canadian subsidiary guarantors, subject to certain exceptions.

The Current ABL Credit Agreement includes a minimum fixed charge coverage ratio of 1.00:1.00, which is tested only when specified availability is less than 10.0% of the lesser of (x) the then applicable borrowing base and (y) the then aggregate effective commitments under the Current ABL Facility, and continuing until such time as specified availability has been in excess of such threshold for a period of 20 consecutive calendar days.

8.00% Senior Notes due April 2026

On April 12, 2018, Ply Gem Midco issued $645.0 million at a discount of 2.25% in aggregate principal amount of 8.00% Senior Notes due April 2026 (the “8.00% Senior Notes”). The 8.00% Senior Notes bear interest at 8.00% per annum and will mature on April 15, 2026. Interest is payable semi-annually in arrears on April 15 and October 15. The effective interest rate for the 8.00% Senior Notes was 8.64% as of April 3, 2021, after considering each of the different interest expense components of this instrument, including the coupon payment and the deferred debt issuance costs.

On November 16, 2018, in connection with the consummation of the Merger, the Company entered into a supplemental indenture and assumed the obligations of Ply Gem Midco as issuer under the Indenture (as defined herein).

The 8.00% Senior Notes are guaranteed on a senior unsecured basis by each of the Company’s wholly-owned domestic subsidiaries that guarantee the Company’s obligations under the Current Cash Flow Facilities or the Current ABL Facility (including by reason of being a borrower under the Current ABL Facility on a joint and several basis with the Company or a subsidiary guarantor). The 8.00% Senior Notes are unsecured senior indebtedness and rank equally in right of payment with the Current Cash Flow Facilities and Current ABL Facility. The 8.00% Senior Notes are effectively subordinated to all of the Company’s secured debt, including the Current Cash Flow Facilities and Current ABL Facility, and are senior in right of payment to all subordinated obligations of the Company.

The Company may redeem the 8.00% Senior Notes in whole or in part at any time as set forth below:

•prior to April 15, 2021, the Company may redeem the 8.00% Senior Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to but not including the redemption date, plus the applicable make-whole premium;

•prior to April 15, 2021, the Company may redeem up to 40.0% of the original aggregate principal amount of the 8.00% Senior Notes with proceeds of certain equity offerings, at a redemption price of 108%, plus accrued and unpaid interest, if any, to but not including the redemption date; and

•on or after April 15, 2021, the Company may redeem the 8.00% Senior Notes at specified redemption prices starting at 104% and declining ratably to 100.0% by April 15, 2023, plus accrued and unpaid interest, if any, to but not including the redemption date.

6.125% Senior Notes due January 2029

On September 24, 2020, the Company issued $500.0 million in aggregate principal amount of 6.125% Senior Notes due January 2029 (“the 6.125% Senior Notes”). Proceeds from the 6.125% Senior Notes were used to repay outstanding amounts under the Company’s Current ABL Facility and Current Cash Flow Revolver. The 6.125% Senior Notes bear interest at 6.125% per annum and will mature on January 15, 2029. Interest is payable semi-annually in arrears on January 15 and July 15 commencing on January 15, 2021. The effective interest rate for the 6.125% Senior Notes was 6.33% as of April 3, 2021, after considering each of the different interest expense components of this instrument, including the coupon payment and the deferred debt issuance costs.

The 6.125% Senior Notes are guaranteed on a senior unsecured basis by each of the Company’s existing and future wholly-owned domestic subsidiaries that guarantee the Company’s obligations under the Current Cash Flow Facilities or the Current ABL Facility (including by reason of being a borrower under the Current ABL Facility on a joint and several basis with the Company or a subsidiary guarantor). The 6.125% Senior Notes are unsecured senior indebtedness and are effectively subordinated to all of the Company’s existing and future senior secured indebtedness, including indebtedness under the Company’s Term Loan Facility, Current Cash Flow Revolver and Current ABL Facility, and are senior in right of payment to future subordinated indebtedness of the Company.

The Company may redeem the 6.125% Senior Notes in whole or in part at any time as set forth below:

•prior to September 15, 2023, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to but not including the redemption date, plus the applicable make-whole premium;

•prior to September 15, 2023, up to 40% of the aggregate principal amount with the proceeds of certain equity offerings at a redemption price of 106.125% plus accrued and unpaid interest, if any, to but not including the redemption date;

•on or after September 15, 2023 and prior to September 15, 2024, at a price equal to 103.063% of the principal amount thereof, plus accrued and unpaid interest, if any, to but not including the redemption date;

•on or after September 15, 2024 and prior to September 15, 2025, at a price equal to 101.531% of the principal amount thereof, plus accrued and unpaid interest, if any, to but not including the redemption date; and

•on or after September 15, 2025, at a price equal to 100.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to but not including the redemption date.

Debt Covenants

The Company’s debt agreements contain a number of covenants that, among other things, limit or restrict the ability of the Company and its subsidiaries to incur additional indebtedness; make dividends and other restricted payments; incur additional liens; consolidate, merge, sell or otherwise dispose of all or substantially all assets; make investments; transfer or sell assets; enter into restrictive agreements; change the nature of the business; and enter into certain transactions with affiliates. As of April 3, 2021, the Company was in compliance with all covenants that were in effect on such date.

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CD&R INVESTOR GROUP

3 Months Ended

Apr. 03, 2021

Equity [Abstract]

CD&R Investor Group

CD&R INVESTOR GROUP

On August 14, 2009, the Company entered into an Investment Agreement (as amended, the “Investment Agreement”), by and between the Company and Clayton, Dubilier & Rice Fund VIII, L.P., a Cayman Islands exempted limited partnership (“CD&R Fund VIII”). In connection with the Investment Agreement and the Stockholders Agreement dated October 20, 2009 (the “Old Stockholders Agreement”), CD&R Fund VIII and CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership (“CD&R FF Fund” and, together with CD&R Fund VIII, the “CD&R Fund VIII Investor Group”) purchased convertible preferred stock of the Company, which was converted into shares of our common stock on May 14, 2013.

Ply Gem Holdings was acquired by CD&R Fund X and Atrium Intermediate Holdings, LLC, GGC BP Holdings, LLC and AIC Finance Partnership, L.P. (collectively, the “Golden Gate Investor Group”) and merged with Atrium on April 12, 2018.

On July 17, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ply Gem, and for certain limited purposes as set forth in the Merger Agreement, Clayton, Dubilier & Rice, LLC (“CD&R”), pursuant to which, at the closing of the merger, Ply Gem would be merged with and into the Company, with the Company continuing its existence as a corporation organized under the laws of the State of Delaware (the “Merger”). The Merger was consummated on November 16, 2018 pursuant to the Merger Agreement.

Pursuant to the terms of the Merger Agreement, on November 16, 2018, the Company entered into (i) a stockholders agreement (the “New Stockholders Agreement”) between the Company, and each of the CD&R Fund VIII Investor Group, CD&R Pisces Holdings, L.P., a Cayman Islands exempted limited partnership (“CD&R Pisces”, and together with the CD&R Fund VIII Investor Group, the “CD&R Investor Group”) and the Golden Gate Investor Group (together with the CD&R Investor Group, the “Investors”), pursuant to which the Company granted to the Investors certain governance, preemptive and subscription rights and (ii) a registration rights agreement (the “New Registration Rights Agreement”) between the Company and each of the Investors, pursuant to which the Company granted the Investors customary demand and piggyback registration rights, including rights to demand registrations and underwritten shelf registration statement offerings with respect to the shares of the Company’s Common Stock held by the Investors following the consummation of the Merger.

On August 25, 2020, the Company filed a shelf registration statement on Form S-3, declared effective by the SEC on September 2, 2020, registering the resale of shares of the Company’s Common Stock held by CD&R Pisces. The Company had previously registered the resale of shares of the Company’s Common Stock held by the CD&R Fund VIII Investor Group and the Golden Gate Investor Group.

Pursuant to the terms of the New Stockholders Agreement, the Company and the CD&R Fund VIII Investor Group terminated the Old Stockholders Agreement. Pursuant to the terms of the New Registration Rights Agreement, the Company and the CD&R Fund VIII Investor Group terminated the Registration Rights Agreement, dated as of October 20, 2009, by and among the Company and the CD&R Fund VIII Investor Group.

As of April 3, 2021 and December 31, 2020, the CD&R Investor Group owned approximately 49.3% and 49.4% of the outstanding shares of the Company’s Common Stock, respectively.

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STOCK REPURCHASE PROGRAM

3 Months Ended

Apr. 03, 2021

Equity [Abstract]

STOCK REPURCHASE PROGRAM

STOCK REPURCHASE PROGRAMOn October 10, 2017 and March 7, 2018, the Company announced that its Board of Directors authorized new stock repurchase programs for the repurchase of up to an aggregate of $50.0 million and an additional $50.0 million, respectively, of the Company’s outstanding Common Stock for a cumulative total of $100.0 million. Under these repurchase programs, the Company is authorized to repurchase shares, if at all, at times and in amounts that it deems appropriate in accordance with all applicable securities laws and regulations. Shares repurchased pursuant to the repurchase programs are usually retired. There is no time limit on the duration of the programs. Following repurchases made during the three months ended July 4, 2020, no authorized amount remained available under the program announced on October 10, 2017.

During the three months ended April 3, 2021 and April 4, 2020, there were no stock repurchases under the stock repurchase programs. As of April 3, 2021, $49.1 million remained available for stock repurchases under the program announced on March 7, 2018. The timing and method of any repurchases, which will depend on a variety of factors, including market conditions, are subject to results of operations, financial conditions, cash requirements and other factors, and may be suspended or discontinued at any time.

During the three months ended April 3, 2021 and April 4, 2020, the Company withheld approximately 0.1 million and thirty-eight thousand shares, respectively, of stock to satisfy minimum tax withholding obligations arising in connection with the vesting of stock awards, which are included in treasury stock purchases in the consolidated statements of stockholders’ equity.

During the three months ended April 3, 2021 and April 4, 2020, the Company cancelled approximately two thousand and thirty-eight thousand shares that had been previously withheld to satisfy minimum tax withholding obligations arising in connection with the vesting of stock awards. The cancellations resulted in fifteen thousand and $0.3 million decreases in both treasury stock and additional paid in capital during the three months ended April 3, 2021 and April 4, 2020, respectively.

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FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

3 Months Ended

Apr. 03, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, restricted cash, trade accounts receivable and accounts payable approximate fair value as of April 3, 2021 and December 31, 2020, respectively, because of their relatively short maturities. The carrying amounts of the indebtedness under the Current ABL Facility and Current Cash Flow Revolver approximate fair value as the interest rates are variable and reflective of market rates. At April 3, 2021, there were no borrowings outstanding under the Current ABL Facility and the Current Cash Flow Revolver. The fair values of the remaining financial instruments not currently recognized at fair value on our consolidated balance sheets at the respective period ends were (in thousands): 

	April 3, 2021				December 31, 2020
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Term Loan Facility	$	2,491,563	$	2,487,203	$	2,497,967	$	2,485,477
8.00% Senior Notes	645,000		667,575		645,000		674,025
6.125% Senior Notes	500,000		531,250		500,000		530,000

The fair value of the term loan facility was based on recent trading activities of comparable market instruments, which are level 2 inputs and the fair values of the 8.00% and 6.125% senior notes were based on quoted prices in active markets for the identical liabilities, which are level 1 inputs.

Fair Value Measurements

ASC Subtopic 820-10, Fair Value Measurements and Disclosures, requires us to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:

Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets.

Level 2: Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborated inputs.

Level 3: Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants would price the assets or liabilities.

The following is a description of the valuation methodologies used for assets and liabilities measured at fair value. There have been no changes in the methodologies used as of April 3, 2021 and December 31, 2020.

Money market: Money market funds have original maturities of three months or less. The original cost of these assets approximates fair value due to their short-term maturity.

Mutual funds: Mutual funds are valued at the closing price reported in the active market in which the mutual fund is traded. 

Deferred compensation plan liability: Deferred compensation plan liability is comprised of phantom investments in the deferred compensation plan and is valued at the closing price reported in the active markets in which the money market and mutual funds are traded.

Interest rate swaps liability: Interest rate swap liability is based on cash flow hedge contracts that have fixed rate structures and are measured against market-based LIBOR yield curves. These interest rate swaps were classified within Level 2 of the fair

value hierarchy because they were valued using alternative pricing sources or models that utilized market observable inputs, including current and forward interest rates.

Foreign currency hedges: The fair value of the foreign currency forward contracts are estimated using industry standard valuation models using market-based observable inputs, including spot rates, forward points, interest rates and volatility inputs (Level 2).

The following tables summarize information regarding our financial assets and liabilities that are measured at fair value on a recurring basis as of April 3, 2021 and December 31, 2020, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands):

	April 3, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Short-term investments in deferred compensation plan(1):
Money market	$	286	$	—	$	—	$	286
Mutual funds – Growth	564		—		—		564
Mutual funds – Blend	1,186		—		—		1,186
Mutual funds – Foreign blend	342		—		—		342
Mutual funds – Fixed income	—		149		—		149
Total short-term investments in deferred compensation plan(2)	2,378		149		—		2,527
Total assets	$	2,378	$	149	$	—	$	2,527
Liabilities:
Deferred compensation plan liability(2)	$	—	$	2,567	$	—	$	2,567
Foreign currency hedges(3)	—		678		—		678
Interest rate swap liability(4)	—		63,903		—		63,903
Total liabilities	$	—	$	67,148	$	—	$	67,148

	December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets:
Short-term investments in deferred compensation plan(1):
Money market	$	349	$	—	$	—	$	349
Mutual funds – Growth	487		—		—		487
Mutual funds – Blend	1,006		—		—		1,006
Mutual funds – Foreign blend	338		—		—		338
Mutual funds – Fixed income	—		153		—		153
Total short-term investments in deferred compensation plan(2)	2,180		153		—		2,333
Foreign currency hedge(3)	—		—		—		—
Total assets	$	2,180	$	153	$	—	$	2,333
Liabilities:
Deferred compensation plan liability(2)	$	—	$	2,339	$	—	$	2,339
Interest rate swap liability(4)	—		75,770		—		75,770
Total liabilities	$	—	$	78,109	$	—	$	78,109

(1)Unrealized holding gains (losses) for the three months ended April 3, 2021 and April 4, 2020 were $0.1 million and $(0.8) million, respectively. These unrealized holding gains (losses) were substantially offset by changes in the deferred compensation plan liability.

(2)The Company records the short-term investments in deferred compensation plan within investments in debt and equity securities, at market, and the deferred compensation plan liability within accrued compensation and benefits on the consolidated balance sheets.

(3)In December 2020, the Company entered into forward contracts to hedge approximately $66.0 million of its 2021 non-functional currency inventory purchases. These forward contracts were established to protect the Company from variability in cash flows attributable to changes in the U.S. dollar relative to the Canadian dollar. As cash flow hedges, unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. The forward contracts are highly correlated to the changes in the U.S. dollar relative to the Canadian dollar. Unrealized gains and losses on these contracts are designated as effective or ineffective. The effective portion of such gains or losses is recorded as a component of accumulated other comprehensive income or loss, while the ineffective portion of such gains or losses is recorded as a component of cost of goods sold. Future realized gains and losses in connection with each inventory purchase will be reclassified from accumulated other comprehensive income or loss to cost of goods sold. The gains and losses on the derivative contracts that are reclassified from accumulated other comprehensive income or loss to current period earnings are included in the line item in which the hedged item is recorded in the same period the forecasted transaction affects earnings. During the three months ended April 3, 2021, the Company realized a loss of approximately $(0.1) million within cost of goods sold in the consolidated statement of operations based on these cash flow hedges. The changes in fair values of derivatives that have been designated and qualify as cash flow hedges are recorded in accumulated other comprehensive income or loss and are reclassified into cost of goods sold in the same period the hedged item affects earnings. Due to the high degree of effectiveness between the hedging instruments and the underlying exposures being hedged, fluctuations in the value of the derivative instruments are generally offset by changes in the fair value or cash flows of the underlying exposures being hedged. The changes in the fair value of derivatives that do not qualify as effective are immediately recognized in earnings.

(4)In May 2019, the Company entered into four-year interest rate swaps to mitigate variability in forecasted interest payments on $1,500.0 million of the Company’s term loan secured variable debt. The interest rate swaps effectively convert a portion of the floating rate interest payment into a fixed rate interest payment. There are three interest rate swaps that cover $500.0 million of notional debt each and fix the interest rate at 5.918%, 5.906% and 5.907%, respectively. The Company designated the interest rate swaps as qualifying hedging instruments and accounts for these derivatives as cash flow hedges. The interest rate swap liability is included within other long-term liabilities on the consolidated balance sheets. See the discussion in Note 21 — Subsequent Events for changes to the swaps on April 15, 2021 in connection with the Company’s debt refinancing transactions.

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INCOME TAXES

3 Months Ended

Apr. 03, 2021

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

Under FASB ASC 740-270, Income Taxes - Interim Reporting, each interim period is considered an integral part of the annual period and tax expense is measured using an estimated annual effective tax rate. Estimates of the annual effective tax rate at the end of interim periods are, of necessity, based on evaluations of possible future events and transactions and may be subject to subsequent refinement or revision. The Company calculates its quarterly tax provision consistent with the guidance provided by ASC 740-270, whereby the Company forecasts its estimated annual effective tax rate then applies that rate to its year-to-date ordinary pre-tax book income (loss). In addition, the Company excludes jurisdictions with a projected loss for the year or the year-to-date ordinary loss where the Company cannot recognize a tax benefit from its estimated annual effective tax rate. The impact of such an exclusion could result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of actual earnings versus annual projections. In addition to the tax resulting from applying the estimated annual effective tax rate to pre-tax book income (loss), the Company includes certain items treated as discrete events to arrive at an estimated effective tax rate. Future changes in the forecasted annual income (loss) projections, tax rate changes, or discrete tax items could result in significant adjustments to quarterly income tax expense in future periods in accordance with ASC 740-270.

For the three months ended April 3, 2021, the Company’s estimated annual effective income tax of ordinary forecasted pre-tax book income was approximately 30.6%, which varied from the statutory rate primarily due to state income tax expense, valuation allowances, and foreign income taxes. For the three months ended April 3, 2021, the effective tax rate was 91.8%, which varied from the annual effective tax rate due to discrete items recorded during the period, including interest recorded on unrecognized tax benefits, adjustments to state income tax rates, and stock compensation.

Valuation allowance

As of April 3, 2021, the Company remains in a valuation allowance position, in the amount of $11.9 million, against its deferred tax assets for certain state jurisdictions of certain entities as it is currently deemed “more likely than not” that the benefit of such net tax assets will not be utilized as the Company continues to be in a three-year cumulative loss position for these state jurisdictions. The Company will continue to monitor the positive and negative factors for these jurisdictions and make further changes to the valuation allowances as necessary.

Unrecognized tax benefits

Despite the Company’s belief that its tax return positions are consistent with applicable tax laws, the Company believes that certain positions could be challenged by taxing authorities. The Company’s tax reserves reflect the difference between the tax benefit claimed on tax returns and the amount recognized in the consolidated financial statements. These reserves have been established based on management’s assessment as to potential exposure attributable to permanent differences as well as interest and penalties applicable to both permanent and temporary differences. The tax reserves are reviewed periodically and adjusted in light of changing facts and circumstances, such as progress of tax audits, lapse of applicable statutes of limitations and changes in tax law. The Company is currently under examination by various taxing authorities. During the three months ended April 3, 2021, the tax reserves increased by approximately $0.2 million. The increase is primarily due to additional interest expense related to previously recorded unrecognized tax benefits.

The liability for unrecognized tax benefits as of April 3, 2021 was approximately $11.9 million and is recorded in other long-term liabilities in the consolidated balance sheet.

CARES Act

Under the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) that was signed into law on March 27, 2020, the Company elected to defer employer side social security payments for approximately $19.9 million as of December 31, 2020, $10 million of which is recorded in current liabilities on the consolidated balance sheet. Approximately $10 million of the deferral will be paid by December 31, 2021 and the remainder will be paid by December 31, 2022.

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SEGMENT INFORMATION

3 Months Ended

Apr. 03, 2021

Segment Reporting [Abstract]

SEGMENT INFORMATION

SEGMENT INFORMATION

Operating segments are defined as components of an enterprise that engage in business activities for which discrete financial information is available and is evaluated on a regular basis by the chief operating decision maker to make decisions regarding the allocation of resources to the segment and assess the performance of the segment. The Company has three reportable segments: Windows, Siding and Commercial.

These operating segments follow the same accounting policies used for our consolidated financial statements. We evaluate a segment’s performance on a U.S. GAAP basis primarily upon operating income before corporate expenses.

Corporate assets consist primarily of cash, investments, prepaid expenses, current and deferred taxes and property, plant and equipment associated with our headquarters in Cary, North Carolina and office in Houston, Texas. These items (and income and expenses related to these items) are not allocated to the operating segments. Corporate unallocated expenses primarily include share-based compensation expenses, restructuring charges, acquisition-related costs, and other expenses related to executive, legal, finance, tax, treasury, human resources, information technology and strategic sourcing, and corporate travel expenses. Additional unallocated amounts primarily include non-operating items such as interest income, interest expense and other income (expense).

The following table represents summary financial data attributable to the segments for the periods indicated (in thousands):

	Three Months Ended
	April 3, 2021		April 4, 2020
Net sales:
Windows	$	527,263	$	448,450
Siding	316,391		241,043
Commercial	423,378		424,318
Total net sales	$	1,267,032	$	1,113,811
Operating income (loss):
Windows	$	29,362	$	(313,190)
Siding	27,528		(168,867)
Commercial	41,585		16,841
Corporate	(43,267)		(35,575)
Total operating income (loss)	55,208		(500,791)
Unallocated other expense, net	(56,071)		(59,296)
Loss before taxes	$	(863)	$	(560,087)
	April 3, 2021		December 31, 2020
Total assets:
Windows	$	1,737,880	$	1,717,032
Siding	2,116,233		2,123,615
Commercial	918,886		890,380
Corporate	755,307		747,463
Total assets	$	5,528,306	$	5,478,490

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CONTINGENCIES

3 Months Ended

Apr. 03, 2021

Commitments and Contingencies Disclosure [Abstract]

CONTINGENCIES

CONTINGENCIES

As a manufacturer of products primarily for use in building construction, the Company is inherently exposed to various types of contingent claims, both asserted and unasserted, in the ordinary course of business. As a result, from time to time, the Company and/or its subsidiaries become involved in various legal proceedings or other contingent matters arising from claims or potential claims arising out of its operations and businesses that cover a wide range of matters, including, among others, environmental, contract, employment, intellectual property, securities, personal injury, property damage, product liability, warranty, and modification, adjustment or replacement of component parts or units sold, which may include product recalls. The Company insures (or self insures) against these risks to the extent deemed prudent by its management and to the extent insurance is available. The Company regularly reviews the status of ongoing proceedings and other contingent matters along with legal counsel. Liabilities for such items are recorded when it is probable that the liability has been incurred and when the amount of the liability can be reasonably estimated. Liabilities are adjusted when additional information becomes available. Management believes that the ultimate disposition of these matters will not have a material adverse effect on the Company’s results of operations, financial position or cash flows. However, such matters are subject to many uncertainties and outcomes and are not predictable with assurance.

Further, due to the lack of adequate information and the potential impact of present regulations and any future regulations, there are certain circumstances in which no range of potential exposure may be reasonably estimated. Also, it is not possible to ascertain the ultimate legal and financial liability with respect to certain contingent liabilities, including lawsuits, and therefore no such estimate has been made as of April 3, 2021.

Environmental

The Company’s operations are subject to various federal, state, local and foreign environmental, health and safety laws. Among other things, these laws regulate the emissions or discharge of materials into the environment; govern the use, storage, treatment, disposal and management of hazardous substances and wastes; protect the health and safety of its employees and the end-users of its products; regulate the materials used in its products; and impose liability for the costs of investigating and remediating (as well as other damages resulting from) present and past releases of hazardous substances. Violations of these laws or of any conditions contained in environmental permits can result in substantial fines or penalties, injunctive relief, requirements to install pollution controls or other equipment, and civil sanctions.

The Company could be held liable for costs to investigate, remediate or otherwise address contamination at any real property it has ever owned, operated or used as a disposal site, or at other sites where we or predecessors may have released hazardous materials. The Company could incur fines, penalties or sanctions or be subject to third-party claims, including indemnification claims, for property damage, personal injury or otherwise as a result of violations of (or liabilities under) environmental, health and safety laws, or in connection with releases of hazardous or other materials.

MW Manufacturers Inc. (“MW”), a subsidiary of Ply Gem Industries, Inc., entered into a September 2011 Administrative Order on Consent with the EPA under the Corrective Action Program to address known releases of hazardous substances at MW’s Rocky Mount, Virginia property. A Phase I RCRA Facility Investigation (“RFI”) was submitted to the Virginia Department of Environmental Quality (“VDEQ”) in December 2015, and a Phase II RFI and the Human Health Risk Assessment and Baseline Ecological Risk Assessment were submitted in October 2018. A Limited Corrective Measures Study (“LCMS”) based on the investigations was submitted to the VDEQ for review and approval in September 2019. The VDEQ concurred with the LCMS and prepared a Statement of Basis, which was published for a 30-day public review and comment in April 2021. The Company has recorded a liability of $4.5 million for this MW site, of which $1.0 million is in other current liabilities in the Company’s consolidated balance sheet as of April 3, 2021. 

The EPA is investigating groundwater contamination at a Superfund site in York, Nebraska, referred to as the PCE/TCE Northeast Contamination Site (“PCE/TCE Site”). Kroy Building Products, Inc. (“KBP”), a subsidiary of Ply Gem Industries, Inc., has been identified as a potentially responsible party (“PRP”) at the site and has liability for investigation and remediation costs associated with the contamination. On May 17, 2019, KBP and an unrelated respondent, Kroy Industries, Inc., entered into an Administrative Settlement Agreement and Order on Consent with the EPA to conduct a Remedial Investigation/Feasibility Study (“RI/FS”) of the PCE/TCE Site. A final RI/FS Work Plan was submitted to EPA in November 2019 and approved in December 2019. RI Phase I field sampling and mobile laboratory analysis was initiated in Spring 2020. After a delay due to worsening conditions of the COVID-19 pandemic, Phase 2 of the R1 Phase field work is anticipated to resume in Q2 2021. The Company has recorded a liability of $4.4 million within other current liabilities in its consolidated balance sheet as of April 3, 2021. The Company will adjust our remediation liability in future periods, if necessary, as the RI/FS progresses or if additional requirements are imposed. The Company may be able to recover a portion of costs incurred in connection with the PCE/TCE Site from other potentially responsible parties, though there is no assurance we would receive any funds.

Based on current information, the Company is not aware of any environmental compliance obligations, claims or investigations that will have a material adverse effect on its results of operations, cash flows or financial position except as

otherwise disclosed in the Company’s consolidated financial statements. However, there can be no guarantee that previously known or newly discovered matters will not result in material costs or liabilities.

Litigation

The Company believes it has valid defenses to the outstanding claims discussed below and will vigorously defend all such claims; however, litigation is subject to many uncertainties and there cannot be any assurance that the Company will ultimately prevail or, in the event of an unfavorable outcome or settlement of litigation, that the ultimate liability would not be material and would not have a material adverse effect on the business, results of operations, cash flows or financial position of the Company.

In November 2018, Aurora Plastics, LLC (“Aurora”) initiated an arbitration demand against Atrium Windows and Doors, Inc., Atrium Extrusion Systems, Inc., and North Star Manufacturing (London) Ltd. (collectively, “Atrium”) pursuant to a Third Amended and Restated Vinyl Compound and Supply Agreement dated as of December 22, 2016. A settlement was reached in this case during the fourth quarter of 2019. The Company has a $3.9 million liability related to the settlement, of which $2.3 million is in other current liabilities in the Company’s consolidated balance sheet as of April 3, 2021.

On November 14, 2018, an individual stockholder, Gary D. Voigt, filed a putative class action Complaint in the Delaware Court of Chancery against Clayton Dubilier & Rice, LLC (“CD&R”), Clayton, Dubilier & Rice Fund VIII, L.P. (“CD&R Fund VIII”), and certain directors of the Company. Voigt purports to assert claims on behalf of himself, on behalf of a class of other similarly situated stockholders of the Company, and derivatively on behalf of the Company, the nominal defendant. An Amended Complaint was filed on April 11, 2019. The Amended Complaint asserts claims for breach of fiduciary duty and unjust enrichment against CD&R Fund VIII and CD&R, and for breach of fiduciary duty against twelve director defendants in connection with the Merger. Defendants moved to dismiss the Amended Complaint and, on February 10, 2020, the court denied the motions except as to four of the director defendants. Voigt seeks damages in an amount to be determined at trial.

Other contingencies

The Company’s imports of fabricated structural steel (“FSS”) from its Mexican affiliate, Building Systems de Mexico S.A. de C.V. (“BSM”) were subject to antidumping (“AD”) and countervailing duty (“CVD”) tariff proceedings before the U.S. Department of Commerce (“DOC”) and the U.S. International Trade Commission (“USITC”). The proceedings were initiated in February 2019 by the American Institute of Steel Construction against FSS being imported into the USA from Mexico, Canada, and China. In 2019, the DOC issued preliminary tariff rates and in 2020 finalized CVD and AD tariff rates of 0% and 8.47%, respectively, for the Company’s imports of FSS from BSM. However, in February 2020, in a 3 to 2 vote, the USITC concluded there was no injury or threat of injury to the domestic FSS industry. In March 2020 the USITC opinion was published in the Federal Register, ceasing the Company’s requirement to pay the AD and CVD tariffs. The Company received full reimbursement for the $4.1 million in tariffs previously deposited with United States Customs and Border Protection and recorded a reduction in costs of sales during the fiscal year ended December 31, 2020. This matter has been appealed and the Company will continue to vigorously advocate its position that its import of FSS from BSM should not be subject to any CVD or AD tariffs.

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SUBSEQUENT EVENTS

3 Months Ended

Apr. 03, 2021

Subsequent Events [Abstract]

Subsequent Events

SUBSEQUENT EVENTS

Debt Refinancing

In connection with the debt refinancing transactions described below, we incurred costs of approximately $3.5 million during the three months ended April 3, 2021, of which $3.0 million are associated with the modification/extinguishment of the debt instruments that would not qualify for capitalization upon completion of the debt refinancing transactions on April 15, 2021. As such, these non-capitalizable costs are recorded in selling, general and administrative expenses in the consolidated statement of operations for the three months ended April 3, 2021.

Cash Flow Credit Agreement

On April 15, 2021, the Company entered into a Second Amendment to Cash Flow Credit Agreement (the “Second Amendment"), among the Company, the several banks and other financial institutions party thereto (the "Cash Flow Lenders") and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (the “Cash Flow Agent”), which amended the Cash Flow Credit Agreement to, among other things:

•Terminate $92.0 million of commitments by Cash Flow Lenders under the Company’s cash flow-based revolving credit facility of up to $115.0 million, maturing on April 12, 2023 (the “Existing Cash Flow Revolver”) and;

•Replace such commitments with $92.0 million of extended cash flow-based revolving commitments, maturing on April 12, 2026 (the “Extended Cash Flow Revolver” and together with the Existing Cash Flow Revolver, the “Cash Flow Revolver”).

On April 15, 2021, the Company entered into (i) a Third Amendment to Cash Flow Credit Agreement (the “Third Amendment”), among the Company, the subsidiary guarantors parties thereto, the Cash Flow Lenders party thereto and the Cash Flow Agent and (ii) an Increase Supplement (the “Increase Supplement”), between the Company and JPMorgan Chase Bank, N.A., as the increasing lender. The Third Amendment amended the Cash Flow Credit Agreement to, among other things, refinance the Company’s term loan facility in an original aggregate principal amount of $1,755.0 million (the “Existing Term Loan Facility”) with Tranche B Term Loans in an aggregate principal amount of approximately $2,491.6 million, maturing on April 12, 2028. The Increase Supplement supplemented the Cash Flow Credit Agreement to, among other things, increase the aggregate principal amount of the Tranche B Term Loan Facility by approximately $108.4 million (the “Incremental Tranche B Term Loans”), for a total principal amount of $2,600.0 million (the “Tranche B Term Loan Facility” and together with the Cash Flow Revolver, the “Cash Flow Facilities”). Proceeds of the Incremental Tranche B Term Loans were used, together with cash on hand, (i) for the redemption of all of the Existing Notes (as defined below) (the “Senior Notes Redemption”) and (ii) to pay any fees and expenses incurred in connection with the extension and refinancing of the Company’s senior credit facilities and the Senior Notes Redemption.

ABL Credit Agreement

On April 15, 2021, the Company entered into Amendment No. 6 to the ABL Credit Agreement, by and among the Company, the subsidiary borrowers party thereto, the several banks and financial institutions party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent, which amended the ABL Credit Agreement in order to, among other things:

•Terminate the existing revolving commitments of each of the Extending ABL Credit Lenders (as defined in therein), originally maturing on April 12, 2023 (the “Existing ABL Commitments”); and

•Replace the Existing ABL Commitments with an extended revolving commitment of $611.0 million, maturing on April 12, 2026 (the “Extended ABL Commitments”).

Redemption of 8.00% Senior Notes

On April 15, 2021, the Company redeemed the outstanding $645 million aggregate principal amount of the 8.00% Senior Notes for $670.8 million using cash on hand and proceeds from the Incremental Tranche B Term Loans. The redemption is expected to result in a pre-tax loss on extinguishment of debt of $41.8 million during the three and six months ending July 3, 2021, comprising the make-whole premium of $25.8 million and the write-off of $16.0 million in unamortized deferred financing costs.

Interest Rate Swap Agreements

All the following interest rate swap transactions were completed in connection with the debt refinancing transactions on April 15, 2021. The Company terminated two swap contracts on an aggregate notional value of $1.0 billion. These contracts were due to mature in July 2023. The Company entered into two swap contracts (not designated as cash flow hedges) in which the Company will receive a fixed amount from the counterparties to offset an existing swap contract maturing in July 2023 on a notional value of $500 million that was not terminated but was de-designated as a cash flow hedge. The Company also entered into two interest rate swap contracts maturing in April 2026 on an aggregate notional value of $1.5 billion associated with the Tranche B Term Loan Facility and will pay fixed rates to the counterparties. These contracts are designated as cash flow hedges.

Acquisition

On April 30, 2021, the Company acquired Prime Windows LLC (“Prime”). Prime serves residential new construction and repair and remodel markets with energy efficient vinyl window and door products from two manufacturing facilities in the United States, expanding our manufacturing capabilities and creating new opportunities for us in the Western United States. This acquisition was funded through borrowings under the Company’s existing credit facilities. We are in the process of allocating the purchase price to identifiable assets and liabilities. The Company expects Prime’s results to be reported within the Windows segment.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Apr. 03, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of PresentationThe accompanying unaudited consolidated financial statements for Cornerstone Building Brands, Inc. (together with its subsidiaries, unless otherwise indicated, the “Company,” “Cornerstone,” “we,” “us” or “our”) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles (“GAAP”) for complete financial statements. In the opinion of management, the unaudited consolidated financial statements included herein contain all adjustments, which consist of normal recurring adjustments, necessary to fairly present the Company’s financial position, results of operations and cash flows for the periods indicated. Operating results for the period from January 1, 2021 through April 3, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021.

Reporting Periods

Reporting Periods

The Company’s current fiscal quarters are based on a four-four-five week calendar with periods ending on the Saturday of the last week in the quarter except that December 31st will always be the year-end date. Therefore, the financial results of certain fiscal quarters may not be comparable to prior fiscal quarters.

Accounts Receivables and Related Allowance

Accounts Receivables and Related Allowance

The Company reports accounts receivable net of the allowance for expected credit losses. Trade accounts receivable are the result of sales of vinyl windows, aluminum windows, vinyl siding, metal siding, injection molded products, metal building products, insulated metal panels, metal coating, and other products and services to customers throughout the United States and Canada and affiliated territories, including international builders who resell to end users. Sales are primarily denominated in U.S. dollars. Credit sales do not normally require a pledge of collateral; however, various types of liens may be filed to enhance the collection process and we require payment prior to shipment for certain international shipments.

The Company establishes provision for expected credit losses based on the Company’s assessment of the collectability of amounts owed to us by our customers. Such provisions are included in selling, general and administrative expenses. In establishing these reserves, the Company considers changes in the financial position of a customer, age of the accounts receivable balances, availability of security, unusual macroeconomic conditions, lien rights and bond rights as well as disputes, if any, with our customers. Our allowance for credit losses reflects reserves for customer receivables to reduce receivables to amounts expected to be collected. Interest on delinquent accounts receivable is included in the trade accounts receivable balance and recognized as interest income when earned and collectability is reasonably assured. Uncollectible accounts are written off when a settlement is reached for an amount that is less than the outstanding historical balance, all collection efforts have been exhausted, and/or any legal action taken by the Company has concluded.

Net Sales

Net Sales

The Company enters into contracts that pertain to products, which are accounted for as separate performance obligations and are typically one year or less in duration. Given the nature of the Company's sales arrangements, they do not require us to exercise significant judgment in determining the timing for the satisfaction of performance obligations or the transaction price. Revenue is measured as the amount of consideration expected to be received in exchange for our products. Revenue is generally recognized when the product has shipped from our facility and control has transferred to the customer. For a portion of our business, when we process customer owned material, control is deemed to transfer to the customer as the processing is being completed.

The Company’s revenues are adjusted for variable consideration, which includes customer volume rebates and prompt payment discounts. The Company measures variable consideration by estimating expected outcomes using analysis and inputs based upon anticipated performance, historical data, and current and forecasted information. Customer returns are recorded as a reduction to sales on an actual basis throughout the year and also include an estimate at the end of each reporting period for future customer returns related to sales recorded prior to the end of the period. The Company generally estimates customer returns based upon the time lag that historically occurs between the sale date and the return date while also factoring in any new business conditions that might impact the historical analysis such as new product introduction. Measurement of variable consideration is reviewed by management periodically and revenue is adjusted accordingly. We do not have significant financing components. The Company recognizes installation revenue, primarily within the stone veneer business, over the period for which the stone is installed, which is typically a very short duration.

Shipping and handling activities performed by us are considered activities to fulfill the sales of our products. Amounts billed for shipping and handling are included in net sales, while costs incurred for shipping and handling are included in cost of sales.

In accordance with certain contractual arrangements, we receive payment from our customers in advance related to performance obligations that are to be satisfied in the future and recognize such payments as deferred revenue, primarily related to the Company’s weathertightness warranties (see Note 12 — Warranty).

A portion of the Company’s revenue, exclusively within the Commercial segment, includes multiple-element revenue arrangements due to multiple deliverables. Each deliverable is generally determined based on customer-specific manufacturing and delivery requirements. Because the separate deliverables have value to the customer on a stand-alone basis, they are typically considered separate units of accounting. A portion of the entire job order value is allocated to each unit of accounting. Revenue allocated to each deliverable is recognized upon shipment. The Company uses estimated selling price (“ESP”) based on underlying cost plus a reasonable margin to determine how to separate multiple-element revenue arrangements into separate units of accounting, and how to allocate the arrangement consideration among those separate units of accounting. The Company determines ESP based on normal pricing and discounting practices.

The following table presents disaggregated revenue disclosure details of net sales by segment (in thousands):

	Three Months Ended
	April 3, 2021		April 4, 2020
Windows Net Sales Disaggregation:
Vinyl windows	$	497,017	$	419,022
Aluminum windows	20,280		19,476
Other	9,966		9,952
Total	$	527,263	$	448,450
Siding Net Sales Disaggregation:
Vinyl siding	$	150,229	$	109,548
Metal	71,093		52,666
Injection molded	17,609		13,239
Stone	19,831		18,810
Other products & services(1)	57,629		46,780
Total	$	316,391	$	241,043
Commercial Net Sales Disaggregation:
Metal building products	$	299,938	$	292,436
Insulated metal panels	85,603		99,229
Metal coil coating	37,837		32,653
Total	$	423,378	$	424,318
Total Net Sales:	$	1,267,032	$	1,113,811

(1)Other products & services primarily consist of installation of stone veneer products.

Adopted Accounting Pronouncements and Recent Accounting Pronouncements

Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and also improves consistent application of and simplifies U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. Effective January 1, 2021, the Company adopted this guidance. The application of ASU 2019-12 did not have a material effect on the consolidated financial statements.

Recent Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance to ease the potential burden in accounting for reference rate reform on financial reporting. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the reference rate transition. The amendments in these ASUs are elective, apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of rate reform, and are effective as of March 12, 2020 through December 31, 2022. The Company is evaluating the impact of electing to apply the amendments in this guidance.

Leases

The Company leases certain manufacturing, warehouse and distribution locations, vehicles and equipment, including fleet vehicles. Many of these leases have options to terminate prior to or extend beyond the end of the term. The exercise of the majority of lease renewal options is at the Company’s sole discretion. Some lease agreements have variable payments, the majority of these are real estate agreements in which future increases in rent are based on an index. Lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company accounts for lease and non-lease components as a single lease component for all leases other than leases of durable tooling. The Company excludes leases with an initial term of 12 months or less from the consolidated balance sheets and recognizes related lease payments in the consolidated statements of operations on a straight-line basis over the lease term.

Operating lease liabilities are recognized based on the present value of the future minimum lease payments over the reasonably expected holding period at commencement date. Few of the Company’s lease contracts provide a readily determinable implicit rate. For these contracts, an estimated incremental borrowing rate (“IBR”) is utilized, based on information available at the inception of the lease. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease.

Accounting for leases may require judgment, including determining whether a contract contains a lease, the incremental borrowing rates to utilize for leases without a stated implicit rate, the reasonably certain holding period for a leased asset, and the allocation of consideration to lease and non-lease components. The allocation of the lease and non-lease components for leases of durable tooling is based on the Company’s best estimate of standalone price.

Fair Value Measurements

Fair Value Measurements

ASC Subtopic 820-10, Fair Value Measurements and Disclosures, requires us to use valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:

Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets.

Level 2: Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborated inputs.

Level 3: Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants would price the assets or liabilities.

The following is a description of the valuation methodologies used for assets and liabilities measured at fair value. There have been no changes in the methodologies used as of April 3, 2021 and December 31, 2020.

Money market: Money market funds have original maturities of three months or less. The original cost of these assets approximates fair value due to their short-term maturity.

Mutual funds: Mutual funds are valued at the closing price reported in the active market in which the mutual fund is traded. 

Deferred compensation plan liability: Deferred compensation plan liability is comprised of phantom investments in the deferred compensation plan and is valued at the closing price reported in the active markets in which the money market and mutual funds are traded.

Interest rate swaps liability: Interest rate swap liability is based on cash flow hedge contracts that have fixed rate structures and are measured against market-based LIBOR yield curves. These interest rate swaps were classified within Level 2 of the fair

value hierarchy because they were valued using alternative pricing sources or models that utilized market observable inputs, including current and forward interest rates.

Foreign currency hedges: The fair value of the foreign currency forward contracts are estimated using industry standard valuation models using market-based observable inputs, including spot rates, forward points, interest rates and volatility inputs (Level 2).

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Apr. 03, 2021

Accounting Policies [Abstract]

Schedule of Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that total the amounts shown in the consolidated statements of cash flows (in thousands):

	April 3, 2021		December 31, 2020
Cash and cash equivalents	$	666,717	$	674,255
Restricted cash(1)	6,223		6,223
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	672,940	$	680,478

(1)Restricted cash primarily relates to escrow balances held for an outstanding earn-out agreement and working capital and other indemnification agreements.

Schedule of Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that total the amounts shown in the consolidated statements of cash flows (in thousands):

	April 3, 2021		December 31, 2020
Cash and cash equivalents	$	666,717	$	674,255
Restricted cash(1)	6,223		6,223
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	672,940	$	680,478

(1)Restricted cash primarily relates to escrow balances held for an outstanding earn-out agreement and working capital and other indemnification agreements.

Rollforward of Reserve for Uncollectible Accounts

The following table represents the rollforward of the allowance for credit losses for the periods indicated (in thousands):

	Three Months Ended
	April 3, 2021		April 4, 2020
Ending balance, prior period	$	13,313	$	9,962
Cumulative effect of accounting change(1)	—		678
Provision for expected credit losses	676		725
Amounts charged against allowance for credit losses, net of recoveries	438		(354)
Allowance for credit losses of acquired company at date of acquisition	—		810
Ending balance	$	14,427	$	11,821

(1)Cumulative effect of accounting change reflects the modified retrospective effect of adopting ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.

Disaggregation of Revenue by Segment

The following table presents disaggregated revenue disclosure details of net sales by segment (in thousands):

	Three Months Ended
	April 3, 2021		April 4, 2020
Windows Net Sales Disaggregation:
Vinyl windows	$	497,017	$	419,022
Aluminum windows	20,280		19,476
Other	9,966		9,952
Total	$	527,263	$	448,450
Siding Net Sales Disaggregation:
Vinyl siding	$	150,229	$	109,548
Metal	71,093		52,666
Injection molded	17,609		13,239
Stone	19,831		18,810
Other products & services(1)	57,629		46,780
Total	$	316,391	$	241,043
Commercial Net Sales Disaggregation:
Metal building products	$	299,938	$	292,436
Insulated metal panels	85,603		99,229
Metal coil coating	37,837		32,653
Total	$	423,378	$	424,318
Total Net Sales:	$	1,267,032	$	1,113,811

(1)Other products & services primarily consist of installation of stone veneer products.

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ACQUISITIONS (Tables)

3 Months Ended

Apr. 03, 2021

Business Combinations [Abstract]

Schedule of Estimated Fair Value of Assets and Liabilities Assumed from Acquisition

The Company determined the fair value of the tangible and intangible assets and the liabilities acquired, and recorded goodwill based on the excess of the fair value of the acquisition consideration over such fair values, as follows (in thousands):

Assets acquired:
Cash	$	143
Accounts receivable	7,135
Inventories	670
Prepaid expenses and other current assets	277
Property, plant and equipment	1,042
Lease right of use assets	445
Intangible assets (trade names/customer relationships)	22,350
Goodwill	12,539
Total assets acquired	44,601
Liabilities assumed:
Accounts payable	1,149
Other accrued expenses	1,020
Lease liabilities	339
Other long-term liabilities	109
Total liabilities assumed	2,617
Net assets acquired	$	41,984

Business Acquisition, Pro Forma Information

The following table provides unaudited supplemental pro forma results for Cornerstone for the three months ended April 4, 2020 as if the Kleary acquisitions had occurred on January 1, 2020 (in thousands, except for per share data):

	Three Months Ended
	April 4, 2020
Net sales	$	1,122,169
Net loss applicable to common shares	(540,870)
Net loss per common share:
Basic	$	(4.29)
Diluted	$	(4.29)

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RESTRUCTURING (Tables)

3 Months Ended

Apr. 03, 2021

Restructuring and Related Activities [Abstract]

Restructuring and Related Costs

The following table summarizes our restructuring plan costs and charges related to the restructuring plans for the three months ended April 3, 2021 and costs incurred to date since inception of the new initiatives and programs (in thousands):

	Three Months Ended		Costs Incurred to Date
	April 3, 2021		(Since inception)
Severance	$	1,322	$	37,553
Asset impairments	493		8,361
Gain on sale of facilities, net	—		(1,298)
Other restructuring costs	23		9,559
Total restructuring costs	$	1,838	$	54,175

Schedule of Restructuring Reserve by Type of Cost

The following table summarizes our severance liability, included within other accrued expenses on the consolidated balance sheets, and cash payments made pursuant to the restructuring plans from inception through April 3, 2021 (in thousands):

	Windows		Siding		Commercial		Corporate		Total
Balance, December 31, 2018	$	—	$	85	$	—	$	2,333	$	2,418
Costs incurred	1,094		1,834		2,721		4,009		9,658
Cash payments	(676)		(1,437)		(2,721)		(4,579)		(9,413)
Balance, December 31, 2019	$	418	$	482	$	—	$	1,763	$	2,663
Costs incurred	4,294		2,705		16,561		3,013		26,573
Cash payments	(4,406)		(2,352)		(14,570)		(4,346)		(25,674)
Balance, December 31, 2020	$	306	$	835	$	1,991	$	430	$	3,562
Costs incurred	651		118		480		73		1,322
Cash payments	(427)		(644)		(774)		(73)		(1,918)
Balance, April 3, 2021	$	530	$	309	$	1,697	$	430	$	2,966

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GOODWILL (Tables)

3 Months Ended

Apr. 03, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The Company’s goodwill balance and changes in the carrying amount of goodwill by segment are as follows (in thousands):

	Windows		Siding		Commercial		Total
Balance, December 31, 2019	$	714,023	$	807,280	$	148,291	$	1,669,594
Goodwill recognized from Kleary Acquisition	—		12,539		—		12,539
Impairment(1)	(320,990)		(176,774)		(5,407)		(503,171)
Currency translation	3,991		10,000		—		13,991
Purchase accounting adjustments from prior year acquisitions	—		1,776		—		1,776
Balance, December 31, 2020	$	397,024	$	654,821	$	142,884	$	1,194,729
Goodwill recognized from acquisition	—		122		—		122
Currency translation	648		484		—		1,132
Balance, April 3, 2021	$	397,672	$	655,427	$	142,884	$	1,195,983

(1)Goodwill impairment charges occurred during the quarter ended April 4, 2020 as a result of a decline in the Company’s market valuation and near-term economic uncertainties related to the COVID-19 pandemic.

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INVENTORIES (Tables)

3 Months Ended

Apr. 03, 2021

Inventory Disclosure [Abstract]

Schedule of Inventory Components

The components of inventory are as follows (in thousands):

	April 3, 2021		December 31, 2020
Raw materials	$	264,760	$	241,353
Work in process and finished goods	229,332		190,584
Total inventory	$	494,092	$	431,937

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INTANGIBLES (Tables)

3 Months Ended

Apr. 03, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

The table that follows presents the major components of intangible assets as of April 3, 2021 and December 31, 2020 (in thousands). Intangible assets that are fully amortized are removed from the disclosures.

	Range of Life (Years)			Weighted Average Amortization Period (Years)	Cost		Accumulated Amortization		Net Carrying Value
As of April 3, 2021
Amortized intangible assets:
Trademarks/Trade names	5	–	15	8	$	248,155	$	(57,767)	$	190,388
Customer lists and relationships	7	–	20	9	1,758,611		(408,529)		1,350,082
Total intangible assets				9	$	2,006,766	$	(466,296)	$	1,540,470
As of December 31, 2020
Amortized intangible assets:
Trademarks/Trade names	5	–	15	8	$	248,155	$	(51,722)	$	196,433
Customer lists and relationships	7	–	20	9	1,758,611		(370,440)		1,388,171
Total intangible assets				9	$	2,006,766	$	(422,162)	$	1,584,604

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LEASES (Tables)

3 Months Ended

Apr. 03, 2021

Leases [Abstract]

Schedules of Lease Costs

Weighted average information about the Company’s lease portfolio as of April 3, 2021 was as follows:

Weighted-average remaining lease term	5.5 years
Weighted-average IBR	6.01	%

Operating lease costs were as follows (in thousands):

	Three Months Ended
	April 3, 2021		April 4, 2020
Operating lease costs
Fixed lease costs	$	25,967	$	27,930
Variable lease costs(1)	24,726		19,588
(1) Includes short-term lease costs, which are immaterial.

Cash and Non-cash Activities of Leases

Cash and non-cash activities were as follows (in thousands):

	Three Months Ended
	April 3, 2021		April 4, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	27,019	$	30,274
Right-of-use assets obtained in exchange for new operating lease liabilities	$	5,704	$	4,261

Schedule of Future Minimum Lease Payments

Future minimum lease payments under non-cancelable leases as of April 3, 2021 are as follows (in thousands):

	Operating Leases
2021 (excluding the three months ended April 3, 2021)	$	59,841
2022	72,420
2023	46,441
2024	35,189
2025	28,257
Thereafter	69,702
Total future minimum lease payments	311,850
Less: interest	48,136
Present value of future minimum lease payments	$	263,714
As of April 3, 2021
Current portion of lease liabilities	$	69,042
Long-term portion of lease liabilities	194,672
Total	$	263,714

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EARNINGS PER COMMON SHARE (Tables)

3 Months Ended

Apr. 03, 2021

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The reconciliation of the numerator and denominator used for the computation of basic and diluted earnings per common share is as follows (in thousands, except per share data):

	Three Months Ended
	April 3, 2021		April 4, 2020
Numerator for Basic and Diluted Earnings Per Common Share
Net loss applicable to common shares	$	(1,655)	$	(542,073)
Denominator for Basic and Diluted Earnings Per Common Share
Weighted average basic number of common shares outstanding	125,506		126,093
Common stock equivalents:
Employee stock options	—		—
PSUs and Performance Share Awards	—		—
Weighted average diluted number of common shares outstanding	125,506		126,093
Basic loss per common share	$	(0.01)	$	(4.30)
Diluted loss per common share	$	(0.01)	$	(4.30)
Incentive Plan securities excluded from dilution(1)	1,174		2,851

(1)Represents securities not included in the computation of diluted earnings per common share because their effect would have been anti-dilutive.

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WARRANTY (Tables)

3 Months Ended

Apr. 03, 2021

Product Warranties Disclosures [Abstract]

Schedule of Acquired Accrued Warranty Obligation and Deferred Warranty Revenue

The following table represents the rollforward of our accrued warranty obligation and deferred warranty revenue activity for the three months ended April 3, 2021 and April 4, 2020 (in thousands):

	Three Months Ended
	April 3, 2021		April 4, 2020
Beginning balance	$	216,230	$	216,173
Acquisition	—		109
Warranties sold	644		662
Revenue recognized	(693)		(680)
Expense	8,827		9,051
Settlements	(8,138)		(9,507)
Ending balance	216,870		215,808
Less: current portion	24,617		26,920
Total warranty, less current portion	$	192,253	$	188,888

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DEFINED BENEFIT PLANS (Tables)

3 Months Ended

Apr. 03, 2021

Retirement Benefits [Abstract]

Schedule of Accumulated and Projected Benefit Obligations

The following tables set forth the components of the net periodic benefit cost, before tax for the periods indicated (in thousands):

	Defined Benefit Plans
	Three Months Ended
	April 3, 2021		April 4, 2020
Service cost	$	14	$	11
Interest cost	635		802
Expected return on assets	(1,360)		(1,398)
Amortization of prior service cost	16		16
Amortization of net actuarial loss	104		753
Net periodic benefit cost (income)	$	(591)	$	184
	OPEB Plans
	Three Months Ended
	April 3, 2021		April 4, 2020
Service cost	$	4	$	4
Interest cost	44		59
Amortization of net actuarial loss	18		27
Net periodic benefit cost	$	66	$	90

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LONG-TERM DEBT (Tables)

3 Months Ended

Apr. 03, 2021

Debt Disclosure [Abstract]

Schedule Of Debt

Debt is comprised of the following (in thousands):

	April 3, 2021		December 31, 2020
Term loan facility due April 2025	$	2,491,563	$	2,497,967
8.00% senior notes due April 2026	645,000		645,000
6.125% senior notes due January 2029	500,000		500,000
Less: unamortized discounts and unamortized deferred financing costs(1)	(51,624)		(53,938)
Total long-term debt, net of unamortized discounts and unamortized deferred financing costs	3,584,939		3,589,029
Less: current portion of long-term debt	25,600		25,600
Total long-term debt, less current portion	$	3,559,339	$	3,563,429

(1)Includes the unamortized discounts and unamortized deferred financing costs associated with the term loan facility, the 8.00% senior notes due April 2026, and the 6.125% senior notes due January 2029. The unamortized deferred financing costs associated with the asset-based revolving credit facilities of $1.5 million and $1.7 million as of April 3, 2021 and December 31, 2020, respectively, are classified in other assets on the consolidated balance sheets.

Schedule of Long-term Debt Instruments

At April 3, 2021, the interest rates on the Current Term Loan Facility were as follows:

	April 3, 2021
Interest rate	3.9	%
Effective interest rate	6.51	%

As of April 3, 2021, the Company had the following in relation to the Current ABL Facility (in thousands):

	April 3, 2021
Excess availability	$	570,978
Revolving loans outstanding	—
Letters of credit outstanding	35,366

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FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Apr. 03, 2021

Fair Value Disclosures [Abstract]

Schedule of Fair Value Not Currently Recognized on Balance sheet

The fair values of the remaining financial instruments not currently recognized at fair value on our consolidated balance sheets at the respective period ends were (in thousands): 

	April 3, 2021				December 31, 2020
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Term Loan Facility	$	2,491,563	$	2,487,203	$	2,497,967	$	2,485,477
8.00% Senior Notes	645,000		667,575		645,000		674,025
6.125% Senior Notes	500,000		531,250		500,000		530,000

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following tables summarize information regarding our financial assets and liabilities that are measured at fair value on a recurring basis as of April 3, 2021 and December 31, 2020, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands):

	April 3, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Short-term investments in deferred compensation plan(1):
Money market	$	286	$	—	$	—	$	286
Mutual funds – Growth	564		—		—		564
Mutual funds – Blend	1,186		—		—		1,186
Mutual funds – Foreign blend	342		—		—		342
Mutual funds – Fixed income	—		149		—		149
Total short-term investments in deferred compensation plan(2)	2,378		149		—		2,527
Total assets	$	2,378	$	149	$	—	$	2,527
Liabilities:
Deferred compensation plan liability(2)	$	—	$	2,567	$	—	$	2,567
Foreign currency hedges(3)	—		678		—		678
Interest rate swap liability(4)	—		63,903		—		63,903
Total liabilities	$	—	$	67,148	$	—	$	67,148

	December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets:
Short-term investments in deferred compensation plan(1):
Money market	$	349	$	—	$	—	$	349
Mutual funds – Growth	487		—		—		487
Mutual funds – Blend	1,006		—		—		1,006
Mutual funds – Foreign blend	338		—		—		338
Mutual funds – Fixed income	—		153		—		153
Total short-term investments in deferred compensation plan(2)	2,180		153		—		2,333
Foreign currency hedge(3)	—		—		—		—
Total assets	$	2,180	$	153	$	—	$	2,333
Liabilities:
Deferred compensation plan liability(2)	$	—	$	2,339	$	—	$	2,339
Interest rate swap liability(4)	—		75,770		—		75,770
Total liabilities	$	—	$	78,109	$	—	$	78,109

(1)Unrealized holding gains (losses) for the three months ended April 3, 2021 and April 4, 2020 were $0.1 million and $(0.8) million, respectively. These unrealized holding gains (losses) were substantially offset by changes in the deferred compensation plan liability.

(2)The Company records the short-term investments in deferred compensation plan within investments in debt and equity securities, at market, and the deferred compensation plan liability within accrued compensation and benefits on the consolidated balance sheets.

(3)In December 2020, the Company entered into forward contracts to hedge approximately $66.0 million of its 2021 non-functional currency inventory purchases. These forward contracts were established to protect the Company from variability in cash flows attributable to changes in the U.S. dollar relative to the Canadian dollar. As cash flow hedges, unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. The forward contracts are highly correlated to the changes in the U.S. dollar relative to the Canadian dollar. Unrealized gains and losses on these contracts are designated as effective or ineffective. The effective portion of such gains or losses is recorded as a component of accumulated other comprehensive income or loss, while the ineffective portion of such gains or losses is recorded as a component of cost of goods sold. Future realized gains and losses in connection with each inventory purchase will be reclassified from accumulated other comprehensive income or loss to cost of goods sold. The gains and losses on the derivative contracts that are reclassified from accumulated other comprehensive income or loss to current period earnings are included in the line item in which the hedged item is recorded in the same period the forecasted transaction affects earnings. During the three months ended April 3, 2021, the Company realized a loss of approximately $(0.1) million within cost of goods sold in the consolidated statement of operations based on these cash flow hedges. The changes in fair values of derivatives that have been designated and qualify as cash flow hedges are recorded in accumulated other comprehensive income or loss and are reclassified into cost of goods sold in the same period the hedged item affects earnings. Due to the high degree of effectiveness between the hedging instruments and the underlying exposures being hedged, fluctuations in the value of the derivative instruments are generally offset by changes in the fair value or cash flows of the underlying exposures being hedged. The changes in the fair value of derivatives that do not qualify as effective are immediately recognized in earnings.

(4)In May 2019, the Company entered into four-year interest rate swaps to mitigate variability in forecasted interest payments on $1,500.0 million of the Company’s term loan secured variable debt. The interest rate swaps effectively convert a portion of the floating rate interest payment into a fixed rate interest payment. There are three interest rate swaps that cover $500.0 million of notional debt each and fix the interest rate at 5.918%, 5.906% and 5.907%, respectively. The Company designated the interest rate swaps as qualifying hedging instruments and accounts for these derivatives as cash flow hedges. The interest rate swap liability is included within other long-term liabilities on the consolidated balance sheets. See the discussion in Note 21 — Subsequent Events for changes to the swaps on April 15, 2021 in connection with the Company’s debt refinancing transactions.

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SEGMENT INFORMATION (Tables)

3 Months Ended

Apr. 03, 2021

Segment Reporting [Abstract]

Schedule of Sales, Operating Income, and Total Assets for Operating Segments

The following table represents summary financial data attributable to the segments for the periods indicated (in thousands):

	Three Months Ended
	April 3, 2021		April 4, 2020
Net sales:
Windows	$	527,263	$	448,450
Siding	316,391		241,043
Commercial	423,378		424,318
Total net sales	$	1,267,032	$	1,113,811
Operating income (loss):
Windows	$	29,362	$	(313,190)
Siding	27,528		(168,867)
Commercial	41,585		16,841
Corporate	(43,267)		(35,575)
Total operating income (loss)	55,208		(500,791)
Unallocated other expense, net	(56,071)		(59,296)
Loss before taxes	$	(863)	$	(560,087)
	April 3, 2021		December 31, 2020
Total assets:
Windows	$	1,737,880	$	1,717,032
Siding	2,116,233		2,123,615
Commercial	918,886		890,380
Corporate	755,307		747,463
Total assets	$	5,528,306	$	5,478,490

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Apr. 03, 2021	Dec. 31, 2020	Apr. 04, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Cash and cash equivalents	$ 666,717	$ 674,255
Restricted cash	6,223	6,223
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$ 672,940	$ 680,478	$ 483,625	$ 102,307

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Rollforward of Uncollectible Accounts (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 03, 2021	Apr. 04, 2020
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Ending balance, prior period	$ 13,313	$ 9,962
Cumulative effect of accounting change	13,313	11,821
Provision for expected credit losses	676	725
Amounts charged against allowance for credit losses, net of recoveries	438
Amounts charged against allowance for credit losses, net of recoveries		(354)
Allowance for credit losses of acquired company at date of acquisition	0	810
Ending balance	14,427	11,821
Cumulative Effect, Period of Adoption, Adjustment
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Ending balance, prior period	0	678
Cumulative effect of accounting change	$ 0	$ 678

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 03, 2021	Apr. 04, 2020
Disaggregation of Revenue [Line Items]
Total net sales	$ 1,267,032	$ 1,113,811
Windows
Disaggregation of Revenue [Line Items]
Total net sales	527,263	448,450
Windows | Vinyl windows
Disaggregation of Revenue [Line Items]
Total net sales	497,017	419,022
Windows | Aluminum windows
Disaggregation of Revenue [Line Items]
Total net sales	20,280	19,476
Windows | Other products & services
Disaggregation of Revenue [Line Items]
Total net sales	9,966	9,952
Siding
Disaggregation of Revenue [Line Items]
Total net sales	316,391	241,043
Siding | Other products & services
Disaggregation of Revenue [Line Items]
Total net sales	57,629	46,780
Siding | Vinyl siding
Disaggregation of Revenue [Line Items]
Total net sales	150,229	109,548
Siding | Metal
Disaggregation of Revenue [Line Items]
Total net sales	71,093	52,666
Siding | Injection molded
Disaggregation of Revenue [Line Items]
Total net sales	17,609	13,239
Siding | Stone
Disaggregation of Revenue [Line Items]
Total net sales	19,831	18,810
Commercial
Disaggregation of Revenue [Line Items]
Total net sales	423,378	424,318
Commercial | Metal building products
Disaggregation of Revenue [Line Items]
Total net sales	299,938	292,436
Commercial | Insulated metal panels
Disaggregation of Revenue [Line Items]
Total net sales	85,603	99,229
Commercial | Metal coil coating
Disaggregation of Revenue [Line Items]
Total net sales	$ 37,837	$ 32,653

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ACQUISITIONS - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended
	Mar. 02, 2020	Jul. 04, 2020	Apr. 03, 2021	Dec. 31, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Goodwill			$ 1,195,983	$ 1,194,729	$ 1,669,594
Siding
Business Acquisition [Line Items]
Goodwill			$ 655,427	$ 654,821	$ 807,280
Kleary Masonry, Inc.
Business Acquisition [Line Items]
Percentage of outstanding interests acquired	100.00%
Total cash consideration transferred	$ 40,000
Working capital adjustments		$ 2,000
Goodwill	12,539
Kleary Masonry, Inc. | Siding
Business Acquisition [Line Items]
Goodwill	$ 12,500

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ACQUISITIONS - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Apr. 03, 2021	Dec. 31, 2020	Mar. 02, 2020	Dec. 31, 2019
Assets acquired:
Goodwill	$ 1,195,983	$ 1,194,729		$ 1,669,594
Liabilities assumed:
Lease liabilities	$ 263,714
Kleary Masonry, Inc.
Assets acquired:
Cash			$ 143
Accounts receivable			7,135
Inventories			670
Prepaid expenses and other current assets			277
Property, plant and equipment			1,042
Lease right of use assets			445
Intangible assets (trade names/customer relationships)			22,350
Goodwill			12,539
Total assets acquired			44,601
Liabilities assumed:
Accounts payable			1,149
Other accrued expenses			1,020
Lease liabilities			339
Other long-term liabilities			109
Total liabilities assumed			2,617
Net assets acquired			$ 41,984

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ACQUISITIONS - Schedule of Pro Forma Information (Details) - Kleary Masonry, Inc. $ / shares in Units, $ in Thousands	3 Months Ended
	Apr. 04, 2020 USD ($) $ / shares
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Business Acquisition, Pro Forma Revenue | $	$ 1,122,169
Business Acquisition, Pro Forma Net Income (Loss) | $	$ (540,870)
Earnings Per Share, Pro Forma [Abstract]
Basic (in USD per share) | $ / shares	$ (4.29)
Diluted (in USD per share) | $ / shares	$ (4.29)

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RESTRUCTURING - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	27 Months Ended
	Apr. 03, 2021	Apr. 03, 2021
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 1,838	$ 54,175
Asset impairment	$ 500
Maximum
Restructuring Cost and Reserve [Line Items]
Execution period	24 months
Minimum [Member]
Restructuring Cost and Reserve [Line Items]
Execution period	12 months
Severance
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 1,322	$ 37,553
Restructuring and Impairment Costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	1,800
Corporate
Restructuring Cost and Reserve [Line Items]
Restructuring gain	100
Windows
Restructuring Cost and Reserve [Line Items]
Restructuring costs	900
Siding
Restructuring Cost and Reserve [Line Items]
Restructuring costs	100
Commercial
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 700

XML

RESTRUCTURING - Summary of Restructuring Plan Costs (Details) - USD ($) $ in Thousands	3 Months Ended	27 Months Ended
	Apr. 03, 2021	Apr. 03, 2021
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 1,838	$ 54,175
Severance
Restructuring Cost and Reserve [Line Items]
Restructuring costs	1,322	37,553
Asset impairments
Restructuring Cost and Reserve [Line Items]
Restructuring costs	493	8,361
Gain on sale of facilities, net
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0	(1,298)
Other restructuring costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 23	$ 9,559

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RESTRUCTURING - Summary of Severance Liability and Cash Payments (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Apr. 03, 2021	Dec. 31, 2020	Dec. 31, 2019
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	$ 3,562	$ 2,663	$ 2,418
Costs incurred	1,322	26,573	9,658
Cash payments	(1,918)	(25,674)	(9,413)
Restructuring reserve, ending balance	2,966	3,562	2,663
Corporate
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	430	1,763	2,333
Costs incurred	73	3,013	4,009
Cash payments	(73)	(4,346)	(4,579)
Restructuring reserve, ending balance	430	430	1,763
Windows | Operating Segments
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	306	418	0
Costs incurred	651	4,294	1,094
Cash payments	(427)	(4,406)	(676)
Restructuring reserve, ending balance	530	306	418
Siding | Operating Segments
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	835	482	85
Costs incurred	118	2,705	1,834
Cash payments	(644)	(2,352)	(1,437)
Restructuring reserve, ending balance	309	835	482
Commercial | Operating Segments
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	1,991	0	0
Costs incurred	480	16,561	2,721
Cash payments	(774)	(14,570)	(2,721)
Restructuring reserve, ending balance	$ 1,697	$ 1,991	$ 0

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GOODWILL (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 03, 2021	Apr. 04, 2020
Goodwill [Roll Forward]
Beginning balance	$ 1,194,729	$ 1,669,594
Goodwill recognized from acquisition	122	12,539
Impairment	0	(503,171)
Currency translation	1,132	13,991
Purchase accounting adjustments		1,776
Ending balance	1,195,983
Windows
Goodwill [Roll Forward]
Beginning balance	397,024	714,023
Goodwill recognized from acquisition	0	0
Impairment		(320,990)
Currency translation	648	3,991
Purchase accounting adjustments		0
Ending balance	397,672
Siding
Goodwill [Roll Forward]
Beginning balance	654,821	807,280
Goodwill recognized from acquisition	122	12,539
Impairment		(176,774)
Currency translation	484	10,000
Purchase accounting adjustments		1,776
Ending balance	655,427
Commercial
Goodwill [Roll Forward]
Beginning balance	142,884	148,291
Goodwill recognized from acquisition	0	0
Impairment		(5,407)
Currency translation	0	0
Purchase accounting adjustments		$ 0
Ending balance	$ 142,884

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INVENTORIES (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 03, 2021	Dec. 31, 2020
Inventory [Line Items]
Raw materials	$ 264,760	$ 241,353
Work in process and finished goods	229,332	190,584
Total inventory	494,092	$ 431,937
Inventories
Inventory [Line Items]
Inventory purchase commitments	$ 115,900

XML

INTANGIBLES (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Apr. 03, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Cost	$ 2,006,766	$ 2,006,766
Accumulated Amortization	(466,296)	(422,162)
Net Carrying Value	$ 1,540,470	$ 1,584,604
Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (Years)	9 years	9 years
Trademarks/Trade names
Finite-Lived Intangible Assets [Line Items]
Cost	$ 248,155	$ 248,155
Accumulated Amortization	(57,767)	(51,722)
Net Carrying Value	$ 190,388	$ 196,433
Trademarks/Trade names | Minimum
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (Years)	5 years	5 years
Trademarks/Trade names | Maximum
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (Years)	15 years	15 years
Trademarks/Trade names | Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (Years)	8 years	8 years
Customer lists and relationships
Finite-Lived Intangible Assets [Line Items]
Cost	$ 1,758,611	$ 1,758,611
Accumulated Amortization	(408,529)	(370,440)
Net Carrying Value	$ 1,350,082	$ 1,388,171
Customer lists and relationships | Minimum
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (Years)	7 years	7 years
Customer lists and relationships | Maximum
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (Years)	20 years	20 years
Customer lists and relationships | Weighted Average
Finite-Lived Intangible Assets [Line Items]
Weighted Average Amortization Period (Years)	9 years	9 years

XML

ASSETS HELD FOR SALE (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 03, 2021	Apr. 04, 2020	Dec. 31, 2020
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract]
Assets held for sale, carrying value, current	$ 3,909		$ 4,644
Proceeds from sale of property, plant and equipment	$ 715	$ 0

XML

LEASES - Summary of Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 03, 2021	Apr. 04, 2020
Leases [Abstract]
Weighted-average remaining lease term	5 years 6 months
Weighted-average IBR	6.01%
Fixed lease costs	$ 25,967	$ 27,930
Variable lease costs	$ 24,726	$ 19,588

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LEASES - Summary of Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 03, 2021	Apr. 04, 2020
Leases [Abstract]
Operating cash flows for operating leases	$ 27,019	$ 30,274
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 5,704	$ 4,261

XML

LEASES - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Apr. 03, 2021	Dec. 31, 2020
Leases [Abstract]
2021 (excluding the nine months ended April 3, 2021)	$ 59,841
2022	72,420
2023	46,441
2024	35,189
2025	28,257
Thereafter	69,702
Total future minimum lease payments	311,850
Less: interest	48,136
Present value of future minimum lease payments	263,714
Current portion of lease liabilities	69,042	$ 70,125
Long-term portion of lease liabilities	$ 194,672	$ 198,875

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SHARE-BASED COMPENSATION (Details) - USD ($)	3 Months Ended
	Apr. 03, 2021	Apr. 04, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option awards, termination period from grant date	10 years
Expiration period, after termination of employment	60 days
Expiration period, after death, disability or retirement	180 days
Stock options, grants in period (in shares)	500,000	1,000,000.0
Stock options, grant date fair value (in USD per share)	$ 6.50	$ 1.96
Stock options exercised (in shares)	44,000,000	0
Stock options exercised, intrinsic value	$ 100,000
Value, restricted stock award, gross	0	$ 0
Allocated share-based compensation expense	$ 3,300,000	3,400,000
PSUs and Performance Share Awards | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock awards, targeted number of shares	200.00%
Incentive Plan | Employee stock options | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years
Incentive Plan | Employee stock options | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	5 years
Incentive Plan | Restricted Stock Units (RSUs) | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years
Incentive Plan | Restricted Stock Units (RSUs) | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	5 years
Incentive Plan | PSUs and Performance Share Awards | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years
Key Employee Awards | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Value, restricted stock award, gross	$ 8,500,000	$ 4,300,000
Shares, restricted stock award, gross (in shares)	600,000	900,000
Key Employee Awards | PSUs and Performance Share Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years
Key Employee Awards | Performance Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock award grants, fair value	$ 13,700,000	$ 5,300,000

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EARNINGS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Apr. 03, 2021	Apr. 04, 2020
Numerator for Basic and Diluted Earnings Per Common Share
Net loss applicable to common shares	$ (1,655)	$ (542,073)
Denominator for Basic and Diluted Earnings Per Common Share
Weighted average basic number of common shares outstanding (in shares)	125,506	126,093
Weighted average diluted number of common shares outstanding (in shares)	125,506	126,093
Basic income (loss) per common share (in USD per share)	$ (0.01)	$ (4.30)
Diluted income (loss) per common share (in USD per share)	$ (0.01)	$ (4.30)
Incentive Plan securities excluded from dilution (in shares)	1,174	2,851
Employee stock options
Denominator for Basic and Diluted Earnings Per Common Share
Common stock equivalents (in shares)	0	0
PSUs and Performance Share Awards
Denominator for Basic and Diluted Earnings Per Common Share
Common stock equivalents (in shares)	0	0

XML

WARRANTY (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 03, 2021	Apr. 04, 2020	Apr. 03, 2021	Apr. 04, 2020
Movement in Standard Product Warranty Accrual [Roll Forward]
Beginning balance	$ 216,230	$ 216,173
Acquisition	0	109
Warranties sold	644	662
Revenue recognized	(693)	(680)
Expense	8,827	9,051
Settlements	(8,138)	(9,507)
Ending balance	$ 216,230	$ 216,173	$ 216,870	$ 215,808
Less: current portion			24,617	26,920
Total warranty, less current portion			$ 192,253	$ 188,888

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DEFINED BENEFIT PLANS - Periodic Benefits Cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 03, 2021	Apr. 04, 2020
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 14	$ 11
Interest cost	635	802
Expected return on assets	(1,360)	(1,398)
Amortization of prior service cost	16	16
Amortization of net actuarial loss	104	753
Net periodic benefit cost (income)	(591)	184
OPEB Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost	4	4
Interest cost	44	59
Amortization of net actuarial loss	18	27
Net periodic benefit cost (income)	$ 66	$ 90

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DEFINED BENEFIT PLANS - Narrative (Details) $ in Millions	3 Months Ended
	Apr. 03, 2021 USD ($)
Defined Benefit Plans
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, expected contribution amount	$ 3.2
OPEB Plans
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, expected contribution amount	$ 0.7
Defined benefit plan, minimum annual contribution, percent	0.00%
Defined contribution plan, maximum annual contributions per employee, percent	25.00%

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LONG-TERM DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands	Apr. 03, 2021	Dec. 31, 2020	Sep. 24, 2020	Nov. 16, 2018	Apr. 12, 2018
Debt Instrument [Line Items]
Unamortized discounts and unamortized deferred financing costs	$ (51,624)	$ (53,938)
Total long-term debt, net of unamortized discounts and unamortized deferred financing costs	3,584,939	3,589,029
Less: current portion of long-term debt	25,600	25,600
Total long-term debt, less current portion	$ 3,559,339	3,563,429
Debt instrument, interest rate, stated percentage	6.125%
Term loan facility due April 2025
Debt Instrument [Line Items]
Long-term debt, gross	$ 2,491,563	2,497,967
8.00% senior notes due April 2026
Debt Instrument [Line Items]
Long-term debt, gross	645,000	645,000
Total long-term debt, net of unamortized discounts and unamortized deferred financing costs	$ 645,000	$ 645,000
Debt instrument, interest rate, stated percentage	8.00%	8.00%		8.00%	8.00%
6.125% senior notes due January 2029
Debt Instrument [Line Items]
Long-term debt, gross	$ 500,000	$ 500,000
Total long-term debt, net of unamortized discounts and unamortized deferred financing costs	$ 500,000	$ 500,000
Debt instrument, interest rate, stated percentage	6.125%	6.125%	6.125%
Other Assets | ABL Facility | Asset-based lending credit facility, due 2023
Debt Instrument [Line Items]
Unamortized deferred financing costs	$ 1,500	$ 1,700

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LONG-TERM DEBT - Narrative (Details) - USD ($)					3 Months Ended
	Sep. 24, 2020	Nov. 16, 2018	Oct. 15, 2018	Apr. 12, 2018	Apr. 03, 2021	Apr. 15, 2021	Dec. 31, 2020	Nov. 15, 2018	Oct. 14, 2018
Line of Credit Facility [Line Items]
Debt instrument, interest rate, stated percentage					6.125%
Term Loan Facility due April 2025
Line of Credit Facility [Line Items]
Debt instrument, face amount						$ 1,755,000,000.0
Installment payment as a percentage of principal				1.00%
Debt instrument, interest rate during period					3.90%
Debt instrument, effective rate					6.51%
Mandatory prepayment, percentage of annual excess cash flow				50.00%
Debt instrument, covenant compliance, excess cash flow, minimum				$ 10,000,000.0
Cash Flow Revolver
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity				$ 115,000,000.0
Secured debt, percentage of capital stock held by foreign subsidiary				65.00%
Debt instrument, covenant compliance, secured leverage ratio, maximum				7.75
8.00% senior notes due April 2026
Line of Credit Facility [Line Items]
Debt instrument, effective rate					8.64%
Debt instrument, interest rate, stated percentage		8.00%		8.00%	8.00%		8.00%
8.00% senior notes due April 2026 | Prior to April 15, 2021, 100% redemption
Line of Credit Facility [Line Items]
Debt instrument, redemption price, percentage		100.00%
8.00% senior notes due April 2026 | Prior to April 15 ,2021, 40% redemption
Line of Credit Facility [Line Items]
Debt instrument, redemption price, percentage		108.00%
Debt instrument, redemption price, percentage of principal amount redeemed		40.00%
8.00% senior notes due April 2026 | On or after April 15, 2021
Line of Credit Facility [Line Items]
Debt instrument, redemption price, percentage		104.00%
8.00% senior notes due April 2026 | On or after April 15, 2023
Line of Credit Facility [Line Items]
Debt instrument, redemption price, percentage		100.00%
6.125% senior notes due January 2029
Line of Credit Facility [Line Items]
Debt instrument, face amount	$ 500,000,000.0
Debt instrument, discount rate	6.125%
Debt instrument, interest rate, stated percentage	6.125%				6.125%		6.125%
6.125% senior notes due January 2029 | Prior to September 15, 2023
Line of Credit Facility [Line Items]
Debt instrument, redemption price, percentage	100.00%
6.125% senior notes due January 2029 | Prior to September 15, 2023
Line of Credit Facility [Line Items]
Debt instrument, redemption price, percentage	106.125%
Debt instrument, redemption price, percentage of principal amount redeemed	40.00%
6.125% senior notes due January 2029 | On or after September 15, 2023 and prior to September 15, 2024
Line of Credit Facility [Line Items]
Debt instrument, redemption price, percentage	103.063%
6.125% senior notes due January 2029 | On or after September 15, 2024 and prior to September 15, 2025
Line of Credit Facility [Line Items]
Debt instrument, redemption price, percentage	101.531%
6.125% senior notes due January 2029 | On or after September 15, 2025
Line of Credit Facility [Line Items]
Debt instrument, redemption price, percentage	100.00%
ABL Facility | Revolving Credit Facility
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity		$ 611,000,000.0	$ 396,000,000.0	$ 360,000,000.0
Increase in borrowing capacity		215,000,000.0	36,000,000.0
Payment on outstanding borrowings		325,000,000.0
Fixed charge coverage ratio				1.00
Debt instrument, covenant compliance, percentage of specified availability				10.00%
Debt instrument, covenant terms, specific availability In excess of threshold of calendar days				20 days
ABL Facility | Revolving Credit Facility | ABL U.S. Facility
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity		483,700,000	313,500,000	$ 285,000,000.0				$ 313,500,000	$ 285,000,000.0
ABL Facility | Revolving Credit Facility | ABL Canadian Facility
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity		127,300,000	$ 82,500,000	$ 75,000,000.0				$ 82,500,000	$ 75,000,000.0
London Interbank Offered Rate (LIBOR) | Term Loan Facility due April 2025
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate, floor				0.00%
Debt instrument, basis spread on variable rate				3.75%
London Interbank Offered Rate (LIBOR) | Cash Flow Revolver
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate, floor				0.00%
London Interbank Offered Rate (LIBOR) | ABL Facility
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate, floor				0.00%
Base Rate | Term Loan Facility due April 2025
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate				2.75%
Minimum | Cash Flow Revolver | Commitment Fee Percentage One
Line of Credit Facility [Line Items]
Unused commitment fee				0.25%
Minimum | ABL Facility | Commitment Fee Percentage One
Line of Credit Facility [Line Items]
Unused commitment fee				0.25%
Minimum | London Interbank Offered Rate (LIBOR) | Cash Flow Revolver
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate				2.50%
Minimum | London Interbank Offered Rate (LIBOR) | ABL Facility
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate				1.25%
Minimum | Base Rate | Cash Flow Revolver
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate				1.50%
Minimum | Base Rate | ABL Facility
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate				0.25%
Maximum | Cash Flow Revolver | Commitment Fee Percentage One
Line of Credit Facility [Line Items]
Unused commitment fee				0.50%
Maximum | London Interbank Offered Rate (LIBOR) | Cash Flow Revolver
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate				3.00%
Maximum | London Interbank Offered Rate (LIBOR) | ABL Facility
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate				1.75%
Maximum | Base Rate | Cash Flow Revolver
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate				2.00%
Maximum | Base Rate | ABL Facility
Line of Credit Facility [Line Items]
Debt instrument, basis spread on variable rate				0.75%
Leverage Ratio Target Achieved | Minimum | Term Loan Facility due April 2025
Line of Credit Facility [Line Items]
Mandatory prepayment, percentage of annual excess cash flow				25.00%
Leverage Ratio Target Achieved | Maximum | Term Loan Facility due April 2025
Line of Credit Facility [Line Items]
Mandatory prepayment, percentage of annual excess cash flow				0.00%
Ply Gem | 8.00% senior notes due April 2026
Line of Credit Facility [Line Items]
Debt instrument, face amount				$ 645,000,000.0
Ply Gem | Term Loan Facility due April 2025
Line of Credit Facility [Line Items]
Debt instrument, face amount				$ 1,755,000,000.0
Debt instrument, discount rate				0.50%
Increase in borrowing capacity		$ 805,000,000.0
Ply Gem | 8.00% senior notes due April 2026
Line of Credit Facility [Line Items]
Debt instrument, discount rate				2.25%

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LONG-TERM DEBT - ABL Facility (Details) - ABL Facility $ in Thousands	Apr. 03, 2021 USD ($)
Debt Instrument [Line Items]
Excess availability	$ 570,978
Revolving loans outstanding	0
Letters of credit outstanding	$ 35,366

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CD&R INVESTOR GROUP (Details)	Apr. 03, 2021	Dec. 31, 2020
CD&R Funds
Class of Stock [Line Items]
Ownership percentage	49.30%	49.40%

XML

STOCK REPURCHASE PROGRAM (Details) - USD ($)	3 Months Ended
	Apr. 03, 2021	Apr. 04, 2020	Mar. 07, 2018	Oct. 10, 2017
Class of Stock [Line Items]
Available for stock repurchases	$ 49,100,000
Shares withheld to satisfy minimum tax withholding obligations (in shares)	2,000,000	38,000,000
Stock Repurchase Programs
Class of Stock [Line Items]
Authorized stock repurchase amount	$ 100,000,000.0
Treasury stock purchases (in shares)	0	0
2017 Stock Repurchase Program
Class of Stock [Line Items]
Authorized stock repurchase amount				$ 50,000,000.0
2018 Stock Repurchase Program
Class of Stock [Line Items]
Authorized stock repurchase amount			$ 50,000,000.0
Additional Paid-In Capital
Class of Stock [Line Items]
Decrease in treasury stock and additional paid in capital	$ 15,000,000	$ 300,000
Treasury Stock
Class of Stock [Line Items]
Treasury stock purchases (in shares)	111,868	37,794
Shares withheld to satisfy minimum tax withholding obligations (in shares)	100,000	38,000
Decrease in treasury stock and additional paid in capital	$ 15,000,000	$ 300,000

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FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Schedule of Fair Values of Financial Instruments (Details) - USD ($)	Apr. 03, 2021	Dec. 31, 2020	Sep. 24, 2020	Nov. 16, 2018	Apr. 12, 2018
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Amount	$ 3,584,939,000	$ 3,589,029,000
Debt instrument, interest rate, stated percentage	6.125%
8.00% senior notes due April 2026
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Amount	$ 645,000,000	645,000,000
Fair Value	$ 667,575,000	$ 674,025,000
Debt instrument, interest rate, stated percentage	8.00%	8.00%		8.00%	8.00%
6.125% senior notes due January 2029
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Amount	$ 500,000,000	$ 500,000,000
Fair Value	$ 531,250,000	$ 530,000,000
Debt instrument, interest rate, stated percentage	6.125%	6.125%	6.125%
ABL Facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Amount	$ 0
Cash Flow Revolver
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Amount	0
Term Loan Facility
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Amount	2,491,563,000	$ 2,497,967,000
Fair Value	$ 2,487,203,000	$ 2,485,477,000

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FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Fair Value by Level (Details) $ in Thousands	1 Months Ended	3 Months Ended
	May 31, 2019 USD ($) instrument	Apr. 03, 2021 USD ($)	Apr. 04, 2020 USD ($)	Dec. 31, 2020 USD ($)
Assets:
Short-term investments in deferred compensation plan		$ 2,527		$ 2,333
Total assets		2,527		2,333
Liabilities:
Fair value of liabilities		67,148		78,109
Short-term investments, unrealized holding gain (loss)		100	$ (800)
Foreign currencyhedge
Assets:
Foreign currency hedge				0
Liabilities:
Fair value of liabilities		678
Forward contract agreement, amount of hedge				66,000
Realized gain on foreign currency hedge		(100)
Level 1
Assets:
Short-term investments in deferred compensation plan		2,378		2,180
Total assets		2,378		2,180
Liabilities:
Fair value of liabilities		0		0
Level 1 | Foreign currencyhedge
Assets:
Foreign currency hedge				0
Liabilities:
Fair value of liabilities		0
Level 2
Assets:
Short-term investments in deferred compensation plan		149		153
Total assets		149		153
Liabilities:
Fair value of liabilities		67,148		78,109
Level 2 | Foreign currencyhedge
Assets:
Foreign currency hedge				0
Liabilities:
Fair value of liabilities		678
Level 3
Assets:
Short-term investments in deferred compensation plan		0		0
Total assets		0		0
Liabilities:
Fair value of liabilities		0		0
Level 3 | Foreign currencyhedge
Assets:
Foreign currency hedge				0
Liabilities:
Fair value of liabilities		0
Deferred compensation plan liability
Liabilities:
Fair value of liabilities		2,567		2,339
Deferred compensation plan liability | Level 1
Liabilities:
Fair value of liabilities		0		0
Deferred compensation plan liability | Level 2
Liabilities:
Fair value of liabilities		2,567		2,339
Deferred compensation plan liability | Level 3
Liabilities:
Fair value of liabilities		0		0
Interest Rate Swap
Liabilities:
Fair value of liabilities		63,903		75,770
Interest Rate Swap | Level 1
Liabilities:
Fair value of liabilities		0		0
Interest Rate Swap | Level 2
Liabilities:
Fair value of liabilities		63,903		75,770
Interest Rate Swap | Level 3
Liabilities:
Fair value of liabilities		0		0
Money market
Assets:
Short-term investments in deferred compensation plan		286		349
Money market | Level 1
Assets:
Short-term investments in deferred compensation plan		286		349
Money market | Level 2
Assets:
Short-term investments in deferred compensation plan		0		0
Money market | Level 3
Assets:
Short-term investments in deferred compensation plan		0		0
Mutual funds – Growth
Assets:
Short-term investments in deferred compensation plan		564		487
Mutual funds – Growth | Level 1
Assets:
Short-term investments in deferred compensation plan		564		487
Mutual funds – Growth | Level 2
Assets:
Short-term investments in deferred compensation plan		0		0
Mutual funds – Growth | Level 3
Assets:
Short-term investments in deferred compensation plan		0		0
Mutual funds – Blend
Assets:
Short-term investments in deferred compensation plan		1,186		1,006
Mutual funds – Blend | Level 1
Assets:
Short-term investments in deferred compensation plan		1,186		1,006
Mutual funds – Blend | Level 2
Assets:
Short-term investments in deferred compensation plan		0		0
Mutual funds – Blend | Level 3
Assets:
Short-term investments in deferred compensation plan		0		0
Mutual funds – Foreign blend
Assets:
Short-term investments in deferred compensation plan		342		338
Mutual funds – Foreign blend | Level 1
Assets:
Short-term investments in deferred compensation plan		342		338
Mutual funds – Foreign blend | Level 2
Assets:
Short-term investments in deferred compensation plan		0		0
Mutual funds – Foreign blend | Level 3
Assets:
Short-term investments in deferred compensation plan		0		0
Mutual funds – Fixed income
Assets:
Short-term investments in deferred compensation plan		149		153
Mutual funds – Fixed income | Level 1
Assets:
Short-term investments in deferred compensation plan		0		0
Mutual funds – Fixed income | Level 2
Assets:
Short-term investments in deferred compensation plan		149		153
Mutual funds – Fixed income | Level 3
Assets:
Short-term investments in deferred compensation plan		$ 0		$ 0
Designated as Hedging Instrument | Interest Rate Swap
Liabilities:
Derivative, term of contract	4 years
Derivative, notional amount	$ 1,500,000
Cash Flow Hedging | Designated as Hedging Instrument | Interest Rate Swap
Liabilities:
Number of interest rate swaps | instrument	3
Cash Flow Hedging | Designated as Hedging Instrument | Interest Rate Swap One
Liabilities:
Derivative, notional amount	$ 500,000
Derivative, fixed interest rate	5.918%
Cash Flow Hedging | Designated as Hedging Instrument | Interest Rate Swap Two
Liabilities:
Derivative, notional amount	$ 500,000
Derivative, fixed interest rate	5.906%
Cash Flow Hedging | Designated as Hedging Instrument | Interest Rate Swap Three
Liabilities:
Derivative, notional amount	$ 500,000
Derivative, fixed interest rate	5.907%

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INCOME TAXES (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Apr. 03, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Estimated effective tax rate	30.60%
Effective tax rate	(91.80%)
Valuation allowance	$ 11.9
Increase in tax reserves	0.2
Liability for unrecognized tax benefits	11.9
Amount of employer side social security payments deferred		$ 19.9
Deferred social security payments recorded in current liabilities	10.0
Deferral amount estimated to be paid	$ 10.0

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SEGMENT INFORMATION (Details) $ in Thousands	3 Months Ended
	Apr. 03, 2021 USD ($) reporting_segment	Apr. 04, 2020 USD ($)	Dec. 31, 2020 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | reporting_segment	3
Total net sales	$ 1,267,032	$ 1,113,811
Total operating income (loss)	55,208	(500,791)
Unallocated other expense, net	(56,071)	(59,296)
Loss before income taxes	(863)	(560,087)
Total assets	5,528,306		$ 5,478,490
Windows
Segment Reporting Information [Line Items]
Total net sales	527,263	448,450
Siding
Segment Reporting Information [Line Items]
Total net sales	316,391	241,043
Commercial
Segment Reporting Information [Line Items]
Total net sales	423,378	424,318
Operating Segments | Windows
Segment Reporting Information [Line Items]
Total net sales	527,263	448,450
Total operating income (loss)	29,362	(313,190)
Total assets	1,737,880		1,717,032
Operating Segments | Siding
Segment Reporting Information [Line Items]
Total net sales	316,391	241,043
Total operating income (loss)	27,528	(168,867)
Total assets	2,116,233		2,123,615
Operating Segments | Commercial
Segment Reporting Information [Line Items]
Total net sales	423,378	424,318
Total operating income (loss)	41,585	16,841
Total assets	918,886		890,380
Corporate
Segment Reporting Information [Line Items]
Total operating income (loss)	(43,267)	$ (35,575)
Total assets	$ 755,307		$ 747,463

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CONTINGENCIES (Details) $ in Millions	Apr. 11, 2019 defendant	Apr. 03, 2021 USD ($)	Dec. 31, 2020 USD ($)
Recovery From Countervailing Duty Tariff Proceedings
Loss Contingencies [Line Items]
Amount sought by company			$ 4.1
Countervailing Duty Tariff Proceedings
Loss Contingencies [Line Items]
Tariff rate for imports (as a percent)		0.00%
Antidumping Tariff Proceedings
Loss Contingencies [Line Items]
Tariff rate for imports (as a percent)		8.47%
RCRA Facility Investigation
Loss Contingencies [Line Items]
Liability accrual		$ 4.5
PCE/TCE Northeast Contamination Site
Loss Contingencies [Line Items]
Liability accrual		4.4
Aurora Plastics LLC vs. Atrium
Loss Contingencies [Line Items]
Liability accrual		3.9
Voigt Vs. C D R Case
Loss Contingencies [Line Items]
Number of defendants | defendant	12
Current Liabilities | RCRA Facility Investigation
Loss Contingencies [Line Items]
Liability accrual		1.0
Other Current Liabilities | Aurora Plastics LLC vs. Atrium
Loss Contingencies [Line Items]
Liability accrual		$ 2.3

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SUBSEQUENT EVENTS (Details) - USD ($)	Apr. 15, 2021	Apr. 03, 2021	Dec. 31, 2020	Nov. 16, 2018	Apr. 12, 2018
Subsequent Event [Line Items]
Refinancing cost incurred		$ 3,500,000
Debt instrument, extinguishment and modification, cost incured		$ 3,000,000.0
Debt instrument, interest rate, stated percentage		6.125%
Cash Flow Revolver
Subsequent Event [Line Items]
Line of credit facility, maximum borrowing capacity					$ 115,000,000.0
Term Loan Facility
Subsequent Event [Line Items]
Debt instrument, face amount	$ 1,755,000,000.0
8.00% senior notes due April 2026
Subsequent Event [Line Items]
Long-term debt, gross		$ 645,000,000	$ 645,000,000
Debt instrument, interest rate, stated percentage		8.00%	8.00%	8.00%	8.00%
Subsequent Event | Interest Rate Swap | Designated as Hedging Instrument
Subsequent Event [Line Items]
Notional value	1,000,000,000.0
Subsequent Event | Interest Rate Swap | Not Designated as Hedging Instrument
Subsequent Event [Line Items]
Notional value	500,000,000
Subsequent Event | Cash Flow Revolver
Subsequent Event [Line Items]
Line of credit facility, maximum borrowing capacity	92,000,000.0
Subsequent Event | Extended Cash Flow Revolver
Subsequent Event [Line Items]
Line of credit facility, maximum borrowing capacity	92,000,000.0
Subsequent Event | Tranche B Term Loan
Subsequent Event [Line Items]
Debt instrument, face amount	2,600,000,000.0
Long-term debt, gross	2,491,600,000
Increase in borrowing capacity	108,400,000
Subsequent Event | Tranche B Term Loan | Interest Rate Swap | Not Designated as Hedging Instrument
Subsequent Event [Line Items]
Notional value	1,500,000,000
Subsequent Event | Extended ABL Commitments | Revolving Credit Facility | Line of Credit
Subsequent Event [Line Items]
Line of credit facility, maximum borrowing capacity	611,000,000.0
Subsequent Event | 8.00% senior notes due April 2026
Subsequent Event [Line Items]
Debt instrument, face amount	$ 645,000,000
Debt instrument, interest rate, stated percentage	8.00%
Redemption price	$ 670,800,000
Expected loss on extinguishment of debt	41,800,000
Make-whole premium	25,800,000
Write-off of unamortized deferred financing costs	$ 16,000,000.0