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 2, 2022

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	ý	Accelerated filer	☐
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 - 127,354,001 shares as of April 26, 2022.

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 2, 2022 and April 3, 2021	1
	Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended April 2, 2022 and April 3, 2021	2
	Consolidated Balance Sheets as of April 2, 2022 and December 31, 2021	3
	Consolidated Statements of Cash Flows for the Three Months Ended April 2, 2022 and April 3, 2021	4
	Consolidated Statements of Stockholders’ Equity for the Three Months Ended April 2, 2022 and April 3, 2021	5
	Notes to Unaudited Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48
Item 4.	Controls and Procedures	49
	Part II — Other Information
Item 1.	Legal Proceedings	50
Item 1A.	Risk Factors	50
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52
Item 6.	Exhibits	53

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 2, 2022		April 3, 2021
Net sales	$	1,566,838	$	1,267,032
Cost of sales	1,232,931		1,007,303
Gross profit	333,907		259,729
Selling, general and administrative expenses	176,536		153,168
Intangible asset amortization	49,008		46,202
Restructuring and impairment charges, net	831		1,838
Strategic development and acquisition related costs	4,791		3,313
Gain on legal settlements	(76,575)		—
Income from operations	179,316		55,208
Interest income	32		117
Interest expense	(44,106)		(56,499)
Foreign exchange gain (loss)	1,444		(26)
Other income (expense), net	(37)		337
Income (loss) before income taxes	136,649		(863)
Provision for income taxes	34,366		792
Net income (loss)	102,283		(1,655)
Net income allocated to participating securities	(757)		—
Net income (loss) applicable to common shares	$	101,526	$	(1,655)
Income (loss) per common share:
Basic	$	0.80	$	(0.01)
Diluted	$	0.79	$	(0.01)
Weighted average number of common shares outstanding:
Basic	127,129		125,506
Diluted	128,466		125,506

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 2, 2022		April 3, 2021
Comprehensive income:
Net income (loss)	$	102,283	$	(1,655)
Other comprehensive income, net of tax:
Foreign exchange translation gains	4,784		6,113
Unrealized gain on derivative instruments, net of income tax of $(11,625) and $(2,690), respectively	60,696		9,137
Amount reclassified from Accumulated other comprehensive income (loss) into earnings	7,288		—
Other comprehensive income	72,768		15,250
Comprehensive income	$	175,051	$	13,595

See accompanying notes to consolidated financial statements.

2

CORNERSTONE BUILDING BRANDS, INC. 

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(Unaudited)

	April 2, 2022		December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	542,035	$	394,447
Restricted cash	2,211		2,211
Accounts receivable, less allowances of $12,153 and $11,299, respectively	708,340		685,316
Inventories, net	817,715		748,732
Income taxes receivable	3,502		14,514
Investments in debt and equity securities, at market	2,301		2,759
Prepaid expenses and other	99,777		135,701
Assets held for sale	3,400		3,400
Total current assets	2,179,281		1,987,080
Property, plant and equipment, less accumulated depreciation of $674,324 and $656,492, respectively	625,106		612,295
Lease right-of-use assets	295,692		322,608
Goodwill	1,355,161		1,358,056
Intangible assets, net	1,477,430		1,524,635
Deferred income taxes	2,055		1,839
Other assets, net	96,931		20,947
Total assets	$	6,031,656	$	5,827,460
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	26,000	$	26,000
Accounts payable	396,408		311,737
Accrued compensation and benefits	82,790		101,164
Accrued interest	12,186		19,775
Accrued income taxes	39,094		3,220
Current portion of lease liabilities	57,477		73,150
Other accrued expenses	281,376		320,389
Total current liabilities	895,331		855,435
Long-term debt	3,005,873		3,010,843
Deferred income taxes	248,726		252,173
Long-term lease liabilities	238,134		251,061
Other long-term liabilities	284,469		281,609
Total long-term liabilities	3,777,202		3,795,686
Stockholders’ equity:
Common stock, $0.01 par value; 200,000,000 authorized; 127,329,476 and 127,329,476 shares issued and outstanding at April 2, 2022, respectively; and 126,992,107 and 126,971,036 shares issued and outstanding at December 31, 2021, respectively	1,273		1,270
Additional paid-in capital	1,287,237		1,279,931
Accumulated earnings (deficit)	3,457		(98,826)
Accumulated other comprehensive income (loss), net	67,156		(5,612)
Treasury stock, at cost (0 and 21,071 shares at April 2, 2022 and December 31, 2021, respectively)	—		(424)
Total stockholders’ equity	1,359,123		1,176,339
Total liabilities and stockholders’ equity	$	6,031,656	$	5,827,460

See accompanying notes to consolidated financial statements.

3

CORNERSTONE BUILDING BRANDS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
	Three Months Ended
	April 2, 2022		April 3, 2021
Cash flows from operating activities:
Net income (loss)	$	102,283	$	(1,655)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	73,932		72,615
Non-cash interest expense	8,928		2,314
Share-based compensation expense	11,451		3,302
Asset impairment	368		493
Provision for credit losses	242		676
Deferred income taxes	(15,749)		(9,729)
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable	(23,628)		(47,157)
Inventories	(68,857)		(62,028)
Income taxes	11,012		7,976
Prepaid expenses and other	36,446		(7,755)
Accounts payable	84,726		49,424
Accrued expenses	(28,312)		8,597
Other, net	(2,736)		2,958
Net cash provided by operating activities	190,106		20,031
Cash flows from investing activities:
Acquisitions, net of cash acquired	4,396		(180)
Capital expenditures	(33,306)		(21,230)
Proceeds from sale of property, plant and equipment	—		715
Net cash used in investing activities	(28,910)		(20,695)
Cash flows from financing activities:
Payments on term loan	(6,500)		(6,404)
Payments on derivative financing obligations	(3,282)		—
Other	(3,718)		(1,055)
Net cash used in financing activities	(13,500)		(7,459)
Effect of exchange rate changes on cash and cash equivalents	(108)		585
Net increase (decrease) in cash, cash equivalents and restricted cash	147,588		(7,538)
Cash, cash equivalents and restricted cash at beginning of period	396,658		680,478
Cash, cash equivalents and restricted cash at end of period	$	544,246	$	672,940
Supplemental disclosure of cash flow information:
Interest paid, net of amounts capitalized	$	45,879	$	40,913
Taxes paid, net	$	1,562	$	1,949

 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
Balance, December 31, 2021	126,992,107	$	1,270	$	1,279,931	$	(98,826)	$	(5,612)	(21,071)	$	(424)	$	1,176,339
Treasury stock purchases	—	—		—		—		—		(170,400)	(4,082)		(4,082)
Retirement of treasury shares	(170,400)	(2)		(4,080)		—		—		170,400	4,082		—
Issuance of restricted stock	472,521	5		(5)		—		—		—	—		—
Stock options exercised	35,248	—		364		—		—		—	—		364
Other comprehensive income	—	—		—		—		72,768		—	—		72,768
Deferred compensation obligation	—	—		(424)		—		—		21,071	424		—
Share-based compensation	—	—		11,451		—		—		—	—		11,451
Net income	—	—		—		102,283		—		—	—		102,283
Balance, April 2, 2022	127,329,476	$	1,273	$	1,287,237	$	3,457	$	67,156	—	$	—	$	1,359,123
Balance, 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

See accompanying notes to consolidated financial statements.

5

CORNERSTONE BUILDING BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 2, 2022

(Unaudited)

NOTE 1 — RECENT DEVELOPMENTS AND 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 Building Brands,” “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, 2022 through April 2, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022.

Certain reclassifications have been made to the prior period amounts in the unaudited consolidated financial statements to conform to the current presentation.

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, 2021, filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2022.

Recent Developments

On March 5, 2022, the Company entered into an Agreement and Plan of Merger (the “CD&R Merger Agreement”), by and among Camelot Return Intermediate Holdings, LLC (“Parent”), Camelot Return Merger Sub, Inc. (“Merger Sub”). Parent and Merger Sub are subsidiaries of investment funds managed by Clayton, Dubilier & Rice (“CD&R”). Upon the terms and subject to the conditions of the CD&R Merger Agreement, among other things, Merger Sub will merge with and into the Company (the “CD&R Merger”). As a result of the CD&R Merger, the Company will cease to be publicly-traded, and investment funds managed by CD&R will become the indirect owner of all of the Company’s outstanding shares of common stock that it does not already own. The proposed transaction has been approved by a special committee of independent directors of the Company’s board of directors (the “Special Committee”) previously formed to evaluate and consider any potential or actual proposal from CD&R. The board of directors of the Company, acting on the Special Committee’s recommendation, resolved unanimously to recommend that the stockholders of the Company vote to adopt and approve the CD&R Merger Agreement. The CD&R Merger is expected to close in the second or third quarter of 2022, subject to customary closing conditions. The waiting period under the Hart-Scott-Rodino Act of 1976, as amended, applicable to the proposed CD&R transaction expired on April 18, 2022. The transaction is subject to approval by holders of a majority of the shares not owned by CD&R and its affiliates.

Additional information about the CD&R Merger Agreement and the CD&R Merger will be set forth in the Company’s Definitive Proxy Statement on Schedule 14A that will be filed with the SEC.

Reporting Periods

The Company’s 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 2, 2022		December 31, 2021
Cash and cash equivalents	$	542,035	$	394,447
Restricted cash (1)	2,211		2,211
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	544,246	$	396,658

(1)Restricted cash primarily relates to indemnification agreements in both periods presented.

6

Accounts Receivable and Related Allowance

The Company reports accounts receivable net of an 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, 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 provisions 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 2, 2022		April 3, 2021
Ending balance, prior period	$	11,299	$	13,313
Provision for expected credit losses	242		676
Amounts charged against allowance for credit losses, net of recoveries	170		438
Allowance for credit losses of acquired company at date of acquisition	442		—
Ending balance	$	12,153	$	14,427

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, we are not required 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 the Company’s facility and control has transferred to the customer. For certain products, it is industry practice that customers take title to products upon delivery, at which time revenue is then recognized by the Company. For a portion of the Company’s business, when the Company processes customer owned material, control is deemed to transfer to the customer as the processing is being completed. Allowances for cash discounts, volume rebates and other customer incentive programs, as well as gross customer returns, among others, are recorded as a reduction of sales at the time of sale based upon the estimated future outcome. Cash discounts, volume rebates and other customer incentive programs are based upon certain percentages agreed upon with the Company’s various customers, which are typically earned by the customer over an annual period.

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. The Company does 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 the Company 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.

7

In accordance with certain contractual arrangements, the Company receives payment from our customers in advance related to performance obligations that are to be satisfied in the future and recognizes 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 2, 2022		April 3, 2021
Windows Net Sales Disaggregation:
Vinyl windows(1)	$	657,796	$	497,017
Aluminum windows	24,660		20,280
Other	19,654		9,966
Total	$	702,110	$	527,263
Siding Net Sales Disaggregation:
Vinyl siding	$	161,200	$	150,229
Metal	73,702		71,093
Injection molded	18,773		17,609
Stone	20,322		19,831
Other products & services(2)	58,993		57,629
Total	$	332,990	$	316,391
Commercial Net Sales Disaggregation:
Metal building products(3)	$	476,458	$	299,938
Insulated metal panels(4)	—		85,603
Metal coil coating	55,280		37,837
Total	$	531,738	$	423,378
Total Net Sales:	$	1,566,838	$	1,267,032

(1)The Prime Windows LLC (“Prime Windows”) and Cascade Windows, Inc. (“Cascade Windows”) businesses are included in the results of operations as of their April 30, 2021 and August 20, 2021 acquisition dates, respectively.

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

(3)Union Corrugating Company Holdings, Inc. (“UCC”) is included in the results of operations as of its December 3, 2021 acquisition date. The Company’s roll-up sheet doors (“DBCI”) business is only included in the fiscal 2021 results of operations through August 18, 2021, the date on which we divested of this business.

(4)The Company’s insulated metal panels (“IMP”) business is only included in the fiscal 2021 results of operations through August 9, 2021, the date on which we divested of this business.

8

NOTE 2 — ACCOUNTING PRONOUNCEMENTS

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 may be adopted as of March 12, 2020 through December 31, 2022. The Company is evaluating the impact of electing to apply the amendments.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires the recognition and measurement of contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers. This creates an exception to the general recognition and measurement principles in ASC 805. The Company will be required to adopt this guidance in the annual and interim periods for the fiscal year ending December 31, 2023, with early adoption permitted. The amendments in this ASU should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company does not anticipate that the adoption of this guidance will have a material impact on the consolidated financial statements.

NOTE 3 — ACQUISITIONS

Union Corrugating Company Holdings, Inc.

On December 3, 2021, the Company completed its acquisition of 100% of the issued and outstanding common stock of Union Corrugating Company Holdings, Inc. (“UCC”) for a purchase price of $214.2 million, including a post-closing adjustment of approximately $2.6 million that was finalized in the first quarter of 2022. UCC is a leading provider of residential metal roofing, metal buildings, and roofing components. The addition of UCC advances our growth strategy by expanding our offering to customers in the high growth metal roofing market. This acquisition was funded through cash available on the balance sheet. The Company reports UCC results within the Commercial segment.

9

The Company preliminarily 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	$	19,594
Accounts receivable	20,821
Other receivables	16
Inventories	68,727
Prepaid expenses and other current assets	1,356
Property, plant and equipment	24,184
Lease right of use assets	37,964
Goodwill	137,800
Other assets	94
Total assets acquired	310,556
Liabilities assumed:
Accounts payable	32,732
Accrued expenses	22,520
Deferred income taxes	1,289
Current portion of lease liability	3,859
Other current liabilities	1,852
Non-current portion of lease liabilities	34,105
Total liabilities assumed	96,357
Net assets acquired	$	214,199

The $137.8 million of preliminary goodwill was allocated to the Commercial segment. Goodwill from this acquisition is not deductible for tax purposes. The goodwill is primarily attributable to the synergies expected to be realized.

Due to the recent closing of the UCC transaction, the purchase price allocation is preliminary and will be finalized when valuations are complete and final assessment of the fair value of acquired assets and assumed liabilities are completed. There can be no assurance that such finalization will not result in material changes from the preliminary purchase price allocation. The Company’s estimates and assumptions are subject to change during the measurement period (up to one year from the acquisition date) as the Company finalizes the valuations of accounts receivable, other receivables, inventories, prepaid expenses and other current assets, property, plant and equipment, lease right of use assets, goodwill, intangible assets, other assets, accounts payable, accrued expenses, other current liabilities, other long-term liabilities, lease liabilities, and deferred income taxes.

Cascade Windows

On August 20, 2021, the Company completed its acquisition of Cascade Windows, Inc. (“Cascade Windows”) for $237.7 million in cash, including a post-closing adjustment of approximately $1.8 million that was finalized in the first quarter of 2022. Cascade Windows serves the residential new construction and repair and remodel markets with energy efficient vinyl window and door products from various 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 cash available on the balance sheet. The Company reports Cascade Windows’ results within the Windows segment.

10

The Company preliminarily 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	$	2,838
Accounts receivable	16,956
Other receivables	675
Inventories	16,278
Prepaid expenses and other current assets	1,538
Property, plant and equipment	18,300
Lease right of use assets	21,849
Intangible assets (trade names/customer relationships)	137,660
Goodwill	109,374
Other assets	500
Total assets acquired	325,968
Liabilities assumed:
Accounts payable	17,680
Accrued expenses	7,621
Deferred income taxes	33,221
Current portion of lease liability	247
Other current liabilities	2,349
Non-current portion of lease liabilities	19,926
Other long-term liabilities	7,211
Total liabilities assumed	88,255
Net assets acquired	$	237,713

The $109.4 million of goodwill was allocated to the Windows segment and is not deductible for tax purposes. The goodwill is primarily attributable to the synergies expected to be realized.

The purchase price allocation is preliminary and will be finalized when valuations are complete and final assessment of the fair value of acquired assets and assumed liabilities are completed. There can be no assurance that such finalization will not result in material changes from the preliminary purchase price allocation. The Company’s estimates and assumptions are subject to change during the measurement period (up to one year from the acquisition date) as the Company finalizes the valuations of accounts receivable, prepaid expenses and other current assets, goodwill, accrued expenses, and other current liabilities.

Prime Windows

On April 30, 2021, the Company acquired Prime Windows LLC (“Prime Windows”) for total consideration of $93.0 million, exclusive of a $2.0 million working capital adjustment that was finalized as of December 31, 2021. Prime Windows 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. Prime Windows’ results are reported within the Windows segment.

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Unaudited Pro Forma Financial Information

The following table provides unaudited supplemental pro forma results for the Company for the three months ended April 3, 2021 as if the UCC, Cascade Windows and Prime Windows acquisitions had occurred on January 1, 2021 (in thousands, except for per share data):

	Three Months Ended
	April 3, 2021
Net sales	$	1,382,660
Net loss applicable to common shares	(1,455)
Net loss per common share:
Basic	$	(0.01)
Diluted	$	(0.01)

The unaudited supplemental pro forma financial information was prepared based on historical information of the Company, UCC, Cascade Windows and Prime Windows. 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 acquisitions or any integration costs. Unaudited pro forma balances are not necessarily indicative of operating results had the UCC, Cascade Windows and Prime Windows acquisitions occurred on January 1, 2021 or of future results.

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 manufacturing footprint. During the three months ended April 2, 2022, the Company incurred restructuring charges of $0.2 million, $0.2 million and $0.4 million in the Windows, Siding and Commercial segments, respectively. Restructuring charges incurred to date since the current restructuring initiatives began in 2019 are $79.4 million. The following table summarizes the costs related to those restructuring plans for the three months ended April 2, 2022 and costs incurred to date since inception of those initiatives and programs (in thousands):

	Three Months Ended		Costs Incurred to Date
	April 2, 2022		(Since inception)
Severance	$	304	$	40,231
Asset impairments	368		30,446
Gain on sale of facilities, net	—		(1,298)
Other restructuring costs	159		10,036
Total restructuring costs	$	831	$	79,415

For the three months ended April 2, 2022, total restructuring costs are recorded within restructuring and impairment costs in the consolidated statements of operations. The asset impairments of $0.4 million for the three months ended April 2, 2022 primarily included assets that were recorded at fair value less cost to sell, which was less than the assets’ carrying amount.

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 2, 2022 (in

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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	971		264		2,004		457		3,696
Cash payments	(1,262)		(904)		(2,473)		(587)		(5,226)
Balance, December 31, 2021	$	15	$	195	$	1,522	$	300	$	2,032
Costs incurred	212		—		67		25		304
Cash payments	(227)		(195)		(67)		(325)		(814)
Balance, April 2, 2022	$	—	$	—	$	1,522	$	—	$	1,522

We expect to fully execute our restructuring initiatives and programs 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, 2020	$	397,024	$	654,821	$	142,884	$	1,194,729
Goodwill recognized from acquisitions	143,964		122		140,342		284,428
Divestiture	—		—		(121,464)		(121,464)
Currency translation	208		155		—		363
Balance, December 31, 2021	$	541,196	$	655,098	$	161,762	$	1,358,056
Currency translation	616		484		—		1,100
Purchase accounting adjustments from prior year acquisitions	(1,442)		(10)		(2,543)		(3,995)
Balance, April 2, 2022	$	540,370	$	655,572	$	159,219	$	1,355,161

NOTE 6 — INVENTORIES

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

	April 2, 2022		December 31, 2021
Raw materials	$	507,577	$	485,642
Work in process and finished goods	310,138		263,090
Total inventory	$	817,715	$	748,732

 As of April 2, 2022, the Company had inventory purchase commitments of $235.3 million.

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NOTE 7 — INTANGIBLES

The table that follows presents the major components of intangible assets as of April 2, 2022 and December 31, 2021 (in thousands). Intangible assets that are fully amortized have been removed from the disclosures.

	Range of Life (Years)			Weighted Average Amortization Period (Years)	Cost		Accumulated Amortization		Net Carrying Value
As of April 2, 2022
Amortized intangible assets:
Trademarks/Trade names/Other	3	–	15	7	$	241,727	$	(82,707)	$	159,020
Customer lists and relationships	7	–	20	8	1,845,511		(527,101)		1,318,410
Total intangible assets				8	$	2,087,238	$	(609,808)	$	1,477,430
As of December 31, 2021
Amortized intangible assets:
Trademarks/Trade names/Other	3	–	15	7	$	241,727	$	(76,574)	$	165,153
Customer lists and relationships	7	–	20	9	1,845,511		(486,029)		1,359,482
Total intangible assets				8	$	2,087,238	$	(562,603)	$	1,524,635

The Company expects to recognize amortization expense over the next five fiscal years as follows (in thousands):

2022 (excluding the three months ended April 2, 2022)	$	147,108
2023	195,991
2024	195,565
2025	195,306
2026	193,852

NOTE 8 — ASSETS HELD FOR SALE

The Company records 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 costs to sell, the Company considers 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 costs to sell of an asset is less than its current carrying value, the asset is written down to its estimated fair value less costs to sell. 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 real property 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. The total carrying value of assets held for sale is $3.4 million and $3.4 million as of April 2, 2022 and December 31, 2021, respectively. Assets held for sale as of April 2, 2022 are under contract. One of the real property assets held for sale with a carrying value of $2.3 million was subsequently sold on April 21, 2022, which is anticipated to result in a gain on sale that will be recorded in the second quarter of fiscal 2022.

NOTE 9 — LEASES

The Company has leases for certain office, manufacturing, warehouse and distribution locations, and 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 which are real estate agreements in which future increases in rent are based on an index. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company

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accounts for lease and non-lease components as a single lease component for all leases other than leases of durable tooling. The Company has elected to exclude 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 the commencement date of the leases. Few of the Company’s lease contracts provide a readily determinable implicit rate. As such, 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 requires 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 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 2, 2022 was as follows:

Weighted-average remaining lease term	7.1 years
Weighted-average IBR	5.65	%

Operating lease costs were as follows (in thousands):

	Three Months Ended
	April 2, 2022		April 3, 2021
Operating lease costs
Fixed lease costs	$	24,201	$	25,967
Short-term lease costs	8,235		2,343
Variable lease costs	23,871		22,383

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

	Three Months Ended
	April 2, 2022		April 3, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	22,240	$	27,019
Right-of-use assets obtained in exchange for new operating lease liabilities	$	6,417	$	5,704

Future minimum lease payments under non-cancelable leases as of April 2, 2022 are as follows (in thousands):

	Operating Leases
2022 (excluding the three months ended April 2, 2022)	$	50,586
2023	67,366
2024	53,886
2025	45,163
2026	36,896
Thereafter	109,419
Total future minimum lease payments	363,316
Less: interest	67,705
Present value of future minimum lease payments	$	295,611
As of April 2, 2022
Current portion of lease liabilities	$	57,477
Long-term portion of lease liabilities	238,134
Total	$	295,611

NOTE 10 — SHARE-BASED COMPENSATION

Our 2003 Long-Term Stock Incentive Plan, as amended (the “2003 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 2003 Incentive Plan but was instead granted pursuant to a separate equity-based compensation plan, the Long-Term Incentive Plan. These Founders Awards were subject to award agreements with the same terms and provisions as awards of the same type granted under the 2003 Incentive Plan.

As of April 2, 2022, and for all periods presented, the Founders Awards and our share-based awards granted under the 2003 Incentive Plan have consisted of RSUs, PSUs and stock options, 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, stock 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.

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Vesting of the PSUs granted under the 2003 Incentive Plan during the three months ended April 2, 2022 and April 3, 2021 are contingent upon achievement of a cumulative three-year EBITDA growth target with an additional modifier based on total stockholders return. The grant-date fair value of the PSUs granted during the three months ended April 3, 2021 was determined by Monte Carlo simulation.

Stock option awards

During the three months ended April 2, 2022, there were thirty-five thousand options exercised with an intrinsic value of $0.3 million and cash received from the options exercised was $0.4 million. During the three months ended April 3, 2021, there were forty-four thousand options exercised with an intrinsic value of $0.1 million and cash received from the options exercised was $0.5 million.

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 2, 2022, we granted RSUs to certain key employees with a fair value of $1.7 million representing approximately 0.1 million shares. During the three months ended April 3, 2021, we granted RSUs to key employees with a fair value of $8.5 million, representing 0.6 million shares.

Share-based compensation expense

During the three months ended April 2, 2022 and April 3, 2021, we recorded share-based compensation expense for all awards of $11.5 million and $3.3 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 2, 2022		April 3, 2021
Numerator for Basic and Diluted Earnings Per Common Share
Net income (loss) applicable to common shares	$	101,526	$	(1,655)
Denominator for Basic and Diluted Earnings Per Common Share
Weighted average basic number of common shares outstanding	127,129		125,506
Common stock equivalents:
Employee stock options	1,337		—
Weighted average diluted number of common shares outstanding	128,466		125,506
Basic income (loss) per common share	$	0.80	$	(0.01)
Diluted income (loss) per common share	$	0.79	$	(0.01)
Incentive Plan securities excluded from dilution(1)	72		1,174

(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 2, 2022 and April 3, 2021 (in thousands):

	Three Months Ended
	April 2, 2022		April 3, 2021
Beginning balance	$	218,356	$	216,230
Warranties sold	390		644
Revenue recognized	(606)		(693)
Expense	10,817		8,827
Settlements	(8,481)		(8,138)
Ending balance	220,476		216,870
Less: current portion	29,944		24,617
Total warranty, less current portion	$	190,532	$	192,253

The current portion of the warranty liabilities is recorded within other accrued expenses and the long-term portion of the warranty liabilities is 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, the Company 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 and fixed income securities.

Coil Coating Benefit Plans — On January 16, 2015, the Company assumed noncontributory defined benefit plans covering certain hourly employees (the “Coil Coating Benefit Plans”) and which are closed to new participants. Benefits under the Coil Coating 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 Coil Coating Benefit Plans are invested in fixed income funds. The Company 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 Coil Coating Benefit Plans as required by minimum funding standards of the Internal Revenue Code.

Ply Gem Pension Plans — As a result of the merger with Ply Gem Parent, LLC on November 16, 2018, the Company 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. Plan assets of the Ply Gem Plan are invested in broadly diversified portfolios of government obligations, mutual funds, stocks, bonds and fixed income securities.

We refer to the RCC Pension Plan, the Coil Coating 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 (income), before tax for the periods indicated (in thousands):

	Defined Benefit Plans
		Three Months Ended
		April 2, 2022		April 3, 2021
Service cost		$	11	$	14
Interest cost		669		635
Expected return on assets		(1,158)		(1,360)
Amortization of prior service cost		—		16
Amortization of net actuarial loss		50		104
Net periodic benefit income		$	(428)	$	(591)
	OPEB Plans
		Three Months Ended
		April 2, 2022		April 3, 2021
Service cost		$	4	$	4
Interest cost		44		44
Amortization of net actuarial loss		14		18
Net periodic benefit cost		$	62	$	66

In fiscal 2022, the Company expects to contribute $0.5 million to the OPEB Plans. The contributions to the OPEB Plans by retirees vary from none to 25% of the total premiums paid. The Company is not required to make contributions to the Defined Benefit Plans in fiscal 2022.

NOTE 14 — LONG-TERM DEBT

Debt is comprised of the following (in thousands):

	April 2, 2022		December 31, 2021
Term loan facility due April 2028	$	2,574,000	$	2,580,500
6.125% senior notes due January 2029	500,000		500,000
Less: unamortized discounts and unamortized deferred financing costs(1)	(42,127)		(43,657)
Total long-term debt, net of unamortized discounts and unamortized deferred financing costs	3,031,873		3,036,843
Less: current portion of long-term debt	26,000		26,000
Total long-term debt, less current portion	$	3,005,873	$	3,010,843

(1)Includes the unamortized discounts and unamortized deferred financing costs associated with the term loan facility and the 6.125% senior notes due January 2029. The unamortized deferred financing costs associated with the asset-based and revolving credit facilities of $1.2 million and $1.3 million as of April 2, 2022 and December 31, 2021, respectively, are classified in other assets on the consolidated balance sheets.

Term Loan Facility due April 2028 and Cash Flow Revolver

On April 12, 2018, Ply Gem Midco entered into a Cash Flow Agreement (the "Current Cash Flow Credit Agreement"), which provides for (i) a term loan facility (the “Existing 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 “Existing Cash Flow Revolver” and together with the Existing Term Loan Facility, the “Existing Cash Flow Facilities”) of up to $115.0 million.

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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 Existing 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 Existing Cash Flow Facilities, and the Company became the Borrower (as defined in the Current Cash Flow Credit Agreement) under the Existing Cash Flow Facilities.

On April 15, 2021, the Company entered into a Second Amendment to the Current 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 Current 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 “ Current Cash Flow Revolver”).

On April 15, 2021, the Company entered into (i) a Third Amendment to Current 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 Current Cash Flow Credit Agreement to, among other things, refinance the Existing Term Loan Facility in an original aggregate principal amount of $1,755.0 million 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 Current 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 “Current Term Loan Facility” and together with the Current Cash Flow Revolver, the “Current 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 8.00% Senior 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.

In connection with the Third Amendment and the Increase Supplement to the Current Cash Flow Credit Agreement, the Company incurred $24.8 million in financing costs of which $13.2 million was deferred and are being amortized using the effective interest method.

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. 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 0.50%) plus an applicable margin of 3.25% per annum or (ii) an alternate base rate plus an applicable margin of 2.25% per annum. At April 2, 2022, the interest rates on the Current Term Loan Facility were as follows:

	April 2, 2022
Interest rate	3.75	%
Effective interest rate	4.02	%

The Company entered into certain interest rate swap agreements in 2019 and 2021 to effectively convert a portion of its variable rate debt to fixed. See Note 15 — Derivatives.

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. There are no amortization payments under the Current Cash Flow Revolver. 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.

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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 Current 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. No payments were required in 2021 under the fiscal year 2020 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 2026

On April 12, 2018, Ply Gem Midco entered into an ABL Credit Agreement (the “Current ABL Credit Agreement”), which provides for an asset-based revolving credit facility (the “Existing 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 Existing ABL Facility.

On October 15, 2018, Ply Gem Midco entered into an incremental asset-based revolving credit facility of $36.0 million, which upsized the Existing 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 Existing 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 Existing ABL Facility, and the Company became the Parent Borrower (as defined in the ABL Credit Agreement) under the Existing ABL Facility.

On April 15, 2021, the Company entered into Amendment No. 6 to the Current 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 “Current ABL Facility”).

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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 2, 2022, the Company had the following in relation to the Current ABL Facility (in thousands):

	April 2, 2022
Excess availability	$	565,697
Revolving loans outstanding	—
Letters of credit outstanding	40,069

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.

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 2, 2022, 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 Current 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;

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•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.

Redemption of 8.00% Senior Notes

On April 15, 2021, the Company redeemed the outstanding $645.0 million aggregate principal amount of the 8.00% Senior Notes due April 2026 (the “8.00% Senior Notes”) for $670.8 million using cash on hand and proceeds from the Incremental Tranche B Term Loans. The redemption resulted in a pre-tax loss on extinguishment of debt of $41.9 million during the year ended December 31, 2021, comprising a make-whole premium of $25.8 million and a write-off of $16.1 million in unamortized deferred financing costs.

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 2, 2022, the Company was in compliance with all covenants that were in effect on such date.

NOTE 15 — DERIVATIVES

We utilize derivative instruments, including interest rate swap agreements and foreign currency hedging contracts, to manage our exposure to interest rate risk and currency fluctuations. We only hold such instruments for economic hedging purposes, not for speculative or trading purposes. Our derivative instruments are transacted only with highly rated institutions, which reduces our exposure to credit risk in the event of nonperformance.

Interest Rate Swaps

We are exposed to interest rate risk associated with fluctuations in interest rates on our floating-rate Current Term Loan Facility. The objective in using interest rate derivatives is to manage our exposure to interest rate movements. To accomplish this objective, we have entered into interest rate swap agreements as part of our interest rate risk management strategy. Interest rate swaps involve the receipt of variable amounts from a counterparty in exchange for the company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

On a monthly basis, we net settle with our swap counterparties for the difference between the fixed rate specified in each swap agreement and the variable rate as applied to the notional amount of the swap.

In May 2019, the Company entered into four-year interest rate swaps to mitigate variability in forecasted interest payments on $1,500 million of the Company’s Current Term Loan Facility. The interest rate swaps effectively converted a portion of the floating rate interest payment into a fixed rate interest payment. Three interest rate swaps each covered a notional amount of $500 million. The Company designated the interest rate swaps as qualifying hedging instruments and accounted for these derivatives as cash flow hedges.

As discussed in Note 14 — Long-Term Debt, the Company refinanced its Term Loan Facility. Contemporaneously with the refinancing on April 15, 2021, we completed a series of transactions to modify our interest rate swap positions as follows: (i) we dedesignated all existing interest rate swaps as cash flow hedges; (ii) we terminated two existing interest rate swaps with a notional value of $500 million each; (iii) we entered into two receive-fixed interest rate swaps with a notional amount of $250 million each, which are designed to offset the terms of an existing, active interest rate swap with a notional amount of $500 million; and (iv) we entered into two pay-fixed interest rate swaps with a notional amount of $750 million each, effectively blending the liability position of our existing interest rate swap agreements into the new swaps and extending the term of our hedged position to April 2026.

The amount remaining in accumulated other comprehensive loss for the dedesignated and terminated swaps as of April 2, 2022 was approximately $37.4 million and is being amortized as an increase to interest expense over the effective period of the original swap agreements.

The new receive-fixed interest rate swaps remain undesignated to economically offset the dedesignated existing, active swap. The new receive-fixed swaps and the dedesignated existing, active swap mature on July 12, 2023. Cash settlements related to the receive-fixed interest rate swaps are classified as operating activities in the consolidated statements of cash flows.

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The new pay-fixed interest rate swaps also qualify as hybrid instruments in accordance with ASC 815, Derivatives and Hedging, consisting of a financing component and an embedded at-market derivative that was designated as a cash flow hedge. The financing component is accounted for at amortized cost over the life of the swap while the embedded at-market derivative is accounted for at fair value. The new swaps are indexed to one-month LIBOR and are net settled on a monthly basis with the counterparty for the difference between the fixed rate of 2.0369% and 2.0340%, respectively, and the variable rate based upon one-month LIBOR (subject to a floor of 0.5%) as applied to the notional amount of the swaps. In connection with the transactions discussed above, no cash was exchanged between the Company and the counterparty. The liability of the terminated interest rate swaps as well as the inception value of the receive-fixed interest rate swap was blended into the new pay-fixed interest rate swap. The cash flows related to the portion treated as a financing component are classified as financing activities while the cash flows related to the portion treated as an at-market derivative are classified as operating activities in the consolidated statements of cash flows.

The key terms of interest rate swaps are as follows (amounts in thousands):

			April 2, 2022			December 31, 2021
Effective Date	Fixed Rate Paid (Received)		Notional Amount		Status	Notional Amount		Status	Maturity Date
Entered into May 2019:
July 12, 2019	2.1570	%	$	—	Terminated	$	—	Terminated	July 12, 2023
July 12, 2019	2.1560	%	—		Terminated	—		Terminated	July 12, 2023
July 12, 2019	2.1680	%	500,000		Active	500,000		Active	July 12, 2023
Entered into April 2021:
April 15, 2021	2.0369	%	750,000		Active	750,000		Active	April 15, 2026
April 15, 2021	2.0340	%	750,000		Active	750,000		Active	April 15, 2026
April 15, 2021	(2.1680)	%	(250,000)		Active	(250,000)		Active	July 12, 2023
April 15, 2021	(2.1680)	%	(250,000)		Active	(250,000)		Active	July 12, 2023
			$	1,500,000		$	1,500,000

The embedded at-market derivative portion of our interest rate swap agreements is recognized at fair value on the consolidated balance sheets. It is valued using pricing models that rely on market observable inputs such as yield curve data, which are classified as Level 2 inputs within the fair value hierarchy.

Foreign Currency Forward Contracts

The Company enters into forward contracts to hedge a portion of its non-functional currency inventory purchases. These forward contracts are established to protect the Company from variability in cash flows attributable to changes in the U.S. dollar relative to the Canadian dollar. The forward contracts are highly correlated to the changes in the U.S. dollar relative to the Canadian dollar. All of the Company’s foreign currency forward contracts are initially designated as qualifying hedging instruments and accounted for as cash flow hedges in accordance with ASC 815, Derivatives and Hedging. 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. The Company may dedesignate cash flow hedges in advance of the occurrence of the forecasted transactions.

During the three months ended April 2, 2022 and April 3, 2021, the Company realized a loss of approximately thirty-five thousand dollars and $0.1 million, respectively, within cost of goods sold in the consolidated statements of operations based on the foreign currency forward contracts described above. 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. As of April 2, 2022 and December 31, 2021, the Company had a hedge asset of approximately $0.2 million and $0.7 million respectively, and

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a gain of approximately $0.3 million and $0.8 million in accumulated other comprehensive loss, respectively, on the consolidated balance sheets.

Fair Values of Derivatives on the Consolidated Balance Sheets

The fair values of our derivatives and their presentation on the consolidated balance sheets as of April 2, 2022 and December 31, 2021 were as follows (in thousands):

		April 2, 2022				December 31, 2021
		Assets		Liabilities		Assets		Liabilities
Derivatives not designated as hedging instruments	Financial statement line item
Interest rate swaps	Other assets(1)	$	336	$	—	$	11,543	$	—
	Other long-term liabilities(2)	—		336		—		11,543
		$	336	$	336	$	11,543	$	11,543
Derivatives designated as hedging instruments	Financial statement line item
Interest rate swaps	Other assets(3)	$	87,356	$	—	$	—	$	—
	Other accrued expenses(3)	—		13,127		—		13,127
	Other long-term liabilities(3)	—		40,067		—		28,279
Foreign currency forward contracts	Prepaid expenses and other	249		—		728		—
		$	87,605	$	53,194	$	728	$	41,406

(1)The balances relate to a receive-fixed interest rate swaps for which the fair value option has been elected.

(2)The balances relate to a pay-fixed May 2019 active interest rate swap which has been dedesignated as a cash flow hedge.

(3)The balances relate to the pay-fixed interest rate swaps, including the financing component.

Effect of Derivatives on the Consolidated Statements of Operations

The portion of gains or losses on the derivative instruments previously included in accumulated other comprehensive income for dedesignated hedges remains in accumulated other comprehensive income until the forecasted transaction occurs or becomes probable of not occurring. Changes in the value of derivative instruments after dedesignation are recorded in earnings and are included in the Derivatives not designated as hedging instruments section below. The effect of our derivatives and their presentation on the consolidated statements of operations for the three months ended April 2, 2022 and April 3, 2021 were as follows (in thousands):

		Three Months Ended
		April 2, 2022		April 3, 2021
Derivatives not designated as hedging instruments	Financial statement line item
Interest rate swaps	Interest expense(1)	$	7,288	$	—
Foreign currency forward contracts	Cost of sales	35		79
		$	7,323	$	79
Derivatives designated as hedging instruments
Interest rate swaps	Interest expense	2,540		7,821
		$	2,540	$	7,821

(1)The balance relates to the reclassification from accumulated other comprehensive loss to interest expense due to dedesignation from hedge accounting of all May 2019 interest rate swaps.

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NOTE 16 — 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, 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.

On March 5, 2022, the Company entered into an Agreement and Plan of Merger (the “CD&R Merger Agreement”), by and among Camelot Return Intermediate Holdings, LLC (“Parent”), Camelot Return Merger Sub, Inc. (“Merger Sub”). Parent and Merger Sub are subsidiaries of investment funds managed by Clayton, Dubilier & Rice (“CD&R”). Upon the terms and subject to the conditions of the CD&R Merger Agreement, among other things, Merger Sub will merge with and into the Company (the “CD&R Merger”). As a result of the CD&R Merger, the Company will cease to be publicly-traded, and investment funds managed by CD&R will become the indirect owner of all of the Company’s outstanding shares of common stock that it does not already own. The proposed transaction has been approved by a special committee of independent directors of the Company’s board of directors (the “Special Committee”) previously formed to evaluate and consider any potential or actual proposal from CD&R. The board of directors of the Company, acting on the Special Committee’s recommendation, resolved unanimously to recommend that the stockholders of the Company vote to adopt and approve the CD&R Merger Agreement. The CD&R Merger is expected to close in the second or third quarter of 2022, subject to customary closing conditions. The waiting period under the Hart-Scott-Rodino Act of 1976, as amended, applicable to the proposed CD&R transaction expired on April 18, 2022. The CD&R Merger is subject to approval by holders of a majority of the shares not owned by CD&R and its affiliates.

Additional information about the CD&R Merger Agreement and the CD&R Merger will be set forth in the Company’s Definitive Proxy Statement on Schedule 14A that will be filed with the SEC.

As of April 2, 2022 and December 31, 2021, the CD&R Investor Group owned approximately 48.6% and 48.8%, respectively, of the outstanding shares of the Company’s Common Stock.

NOTE 17 — STOCK REPURCHASE PROGRAM

On March 7, 2018, the Company announced that its Board of Directors authorized a new stock repurchase program for the repurchase of up to $50.0 million of the Company’s outstanding Common Stock. Under the repurchase program, the Company

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is authorized to repurchase shares at times and in amounts that it deems appropriate in accordance with all applicable securities laws and regulations. There is no time limit on the duration of the program and shares repurchased pursuant to the repurchase program are usually retired.

During the three months ended April 2, 2022 and April 3, 2021, there were no stock repurchases under the stock repurchase program. As of April 2, 2022, $49.1 million remained available for stock repurchases under the stock repurchase program. 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 2, 2022 and April 3, 2021, the Company withheld approximately 0.2 million and 0.1 million 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 2, 2022, the Company cancelled approximately 0.2 million 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 a $4.1 million decrease in both treasury stock and additional paid in capital during the three months ended April 2, 2022.

NOTE 18 — 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 2, 2022 and December 31, 2021 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 2, 2022, there were no borrowings outstanding under the Current ABL Facility and no outstanding indebtedness under 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 2, 2022				December 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Term Loan Facility	$	2,574,000	$	2,490,345	$	2,580,500	$	2,570,823
6.125% Senior Notes	500,000		465,000		500,000		531,900

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 value of the 6.125% senior notes was 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 2, 2022 and December 31, 2021.

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. 

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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: Interest rate swaps are based on cash flow hedge contracts that have fixed rate structures and are measured against market-based LIBOR yield curves. These interest rate swaps are classified within Level 2 of the fair value hierarchy because they are valued using alternative pricing sources or models that utilized market observable inputs, including current and forward interest rates.

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

The following tables summarize information regarding our financial assets and liabilities that are measured at fair value on a recurring basis as of April 2, 2022 and December 31, 2021, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands):

	April 2, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Short-term investments in deferred compensation plan(1):
Money market	$	66	$	—	$	—	$	66
Mutual funds – Growth	159		—		—		159
Mutual funds – Blend	1,511		—		—		1,511
Mutual funds – Foreign blend	424		—		—		424
Mutual funds – Fixed income	—		141		—		141
Total short-term investments in deferred compensation plan(2)	2,160		141		—		2,301
Foreign currency forward contracts	—		249		—		249
Interest rate swap assets(3)	—		87,692		—		87,692
Total assets	$	2,160	$	88,082	$	—	$	90,242
Liabilities:
Deferred compensation plan liability(2)	$	—	$	2,704	$	—	$	2,704
Interest rate swap liabilities(4)	—		53,530		—		53,530
Total liabilities	$	—	$	56,234	$	—	$	56,234

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	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Short-term investments in deferred compensation plan(1):
Money market	$	24	$	—	$	—	$	24
Mutual funds – Growth	557		—		—		557
Mutual funds – Blend	1,560		—		—		1,560
Mutual funds – Foreign blend	467		—		—		467
Mutual funds – Fixed income	—		151		—		151
Total short-term investments in deferred compensation plan(2)	2,608		151		—		2,759
Foreign currency forward contracts	—		728		—		728
Interest rate swap assets(3)	—		11,543		—		11,543
Total assets	$	2,608	$	12,422	$	—	$	15,030
Liabilities:
Deferred compensation plan liability(2)	$	—	$	2,759	$	—	$	2,759
Interest rate swap liabilities(4)	—		52,949		—		52,949
Total liabilities	$	—	$	55,708	$	—	$	55,708

(1)Unrealized holding gains (losses) for the three months ended April 2, 2022 and April 3, 2021 were $(0.3) million and $0.1 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)The balance as of April 2, 2022 includes $87.4 million and $0.3 million related to the pay-fixed interest rate swaps and the receive-fixed interest rate swaps for which the fair value option has been elected, respectively. The balance as of December 31, 2021 is related to the receive-fixed interest rate swaps for which the fair value option has been elected.

(4)The balances as of April 2, 2022 and December 31, 2021 include $53.2 million and $41.4 million, respectively, related to the pay-fixed interest rate swaps, and $0.3 million and $11.5 million, respectively, related to the pay-fixed May 2019 active interest rate swap which has been dedesignated as a cash flow hedge.

NOTE 19 — 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 2, 2022, the Company’s estimated annual effective income tax rate of ordinary forecasted pre-tax book income was approximately 28.1%, which varied from the statutory rate primarily due to state income tax expense, valuation allowances, foreign income taxes, and executive compensation. For the three months ended April 2, 2022, the effective tax rate was 25.1%, which varied from the annual effective tax rate due to discrete items recorded during the period, including legal settlement income received, interest recorded on unrecognized tax benefits, adjustments to state income tax rates, and stock compensation.

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Valuation allowance

As of April 2, 2022, the Company remained in a valuation allowance position, in the amount of $14.6 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 2, 2022, the tax reserves increased by approximately $0.4 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 2, 2022 was approximately $17.8 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 social security payments of approximately $19.9 million as of December 31, 2020. In December 2021, the Company paid approximately $10 million in deferred employer social security payments and has approximately $10 million recorded in current liabilities on the consolidated balance sheet as of April 2, 2022 that will be paid by December 31, 2022.

NOTE 20 — 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 based 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 2, 2022		April 3, 2021
Net sales:
Windows	$	702,110	$	527,263
Siding	332,990		316,391
Commercial	531,738		423,378
Total net sales	$	1,566,838	$	1,267,032
Operating income:
Windows	$	46,245	$	29,362
Siding	27,423		27,528
Commercial	80,943		41,585
Corporate	24,705		(43,267)
Total operating income	179,316		55,208
Unallocated other expense, net	(42,667)		(56,071)
Income (loss) before taxes	$	136,649	$	(863)
	April 2, 2022		December 31, 2021
Total assets:
Windows	$	2,232,057	$	2,223,098
Siding	2,083,123		2,060,275
Commercial	1,015,922		1,073,264
Corporate	700,554		470,823
Total assets	$	6,031,656	$	5,827,460

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NOTE 21 — 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. 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 2, 2022.

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 could result in substantial fines or penalties, civil sanctions, injunctive relief, consent orders, or requirements to install pollution controls or other abatement equipment.

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 the Company or its 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 U.S. Environmental Protection Agency (“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 based on the investigations was submitted to the VDEQ for review and approval in September 2019. Upon completion of a 30-day public comment period, the VDEQ issued its Final Decision and Response to Comments approving a final remedy in May 2021. The final remedy consists of continuing groundwater monitoring until the VDEQ’s corrective actions have been met; and implementing and complying with land use restrictions and institutional controls imposed by an environmental covenant. The Company has recorded a liability of $4.5 million for this MW site, of which $1.0 million is in other current liabilities and $3.5 million is in other long-term liabilities on the Company’s consolidated balance sheet as of April 2, 2022. 

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 at the site and has liability for investigation and remediation costs associated with the contamination. In May 2019, KBP and an unrelated respondent 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 approved by the EPA in December 2019. Two phases of RI field sampling were completed through May 2021 and a Monitoring Well Plan was approved by the EPA in November 2021; well installation is planned in 2022. The Company has recorded a liability of $4.4 million within other current liabilities on its consolidated balance sheet as of April 2, 2022. If necessary, the Company will adjust its remediation liability if the RI/FS scope materially changes or the EPA imposes additional investigative requirements. 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.

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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 $1.6 million liability related to the settlement in other current liabilities on the Company’s consolidated balance sheet as of April 2, 2022.

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 purported 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 asserted 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 sought damages in an amount to be determined at trial. On August 25, 2021, the parties to the case filed a Stipulation of Compromise and Settlement (“Stipulation”) setting forth their agreement to settle the litigation. The Stipulation provides for CD&R, CD&R Fund VIII, and the eight director defendants to cause their respective insurers to pay a total of $100 million into an escrow account that will be used to pay escrow expenses, satisfy any fee and incentive amounts awarded by the court in favor of plaintiff and plaintiff’s counsel, and distribute the remaining funds to the Company. The Stipulation further provided that plaintiff’s counsel would apply for an award of attorneys’ fees and litigation expenses in an amount of up to 23.5% of the $100 million payment by the insurers, and that any incentive award for the named plaintiff will be paid solely from the amount of plaintiff attorneys’ fees awarded. This Stipulation required court approval. On January 19, 2022, the Court held a hearing, verbally approved the Stipulation, and approved the plaintiff’s counsel’s application for a fee award of 23.5% of the $100 million settlement payment and the incentive award. On January 20, 2022, the Court entered an Order and Final Judgment approving the Stipulation. During the quarter ended April 2, 2022, the matter was resolved as the Company received $76.5 million in cash proceeds from the Stipulation, which was recorded in gain on legal settlements in the consolidated statement of operations.

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 (“AISC”) 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 was appealed by the AISC and, on September 22, 2021, the U.S. Court of International Trade (“CIT”) issued an opinion upholding the USITC’s determination that there was no injury or threat of injury to the domestic FSS industry caused by the cumulated imports of FSS from Mexico, Canada, and China. The AISC has appealed the CIT decision to the U.S. Court of Appeals for the Federal Circuit (“CAFC”). 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, in all tribunals including the CAFC as well as the tribunal established pursuant to the North American Free Trade Agreement (“NAFTA”). The Company’s position is in agreement with, and bolstered by, the USITC’s determination that FSS imports do not cause material injury or threaten material injury to the U.S. industry and the CIT’s sustaining of the USITC’s final negative injury determination. We have evaluated this matter in accordance with ASC 450, Contingencies, and concluded that no liability to the Company is probable and estimable as of April 2, 2022.

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NOTE 22 — SUBSEQUENT EVENTS

On April 10, 2022, the Company entered into a Membership Interest Purchase Agreement (the “Coil Coatings Purchase Agreement”) with BlueScope Steel North America Corporation, a Delaware corporation (“BlueScope”) and a subsidiary of BlueScope Steel Limited, to sell the Company’s metal coil coatings business to BlueScope for an aggregate purchase price of $500 million in cash, subject to certain customary adjustments (the “Coil Coatings Transaction”). The Coil Coatings Transaction is subject to the satisfaction of customary closing conditions, including the expiration or termination of the waiting period under the HSR Act. Subject to the satisfaction or waiver of certain conditions and the other terms and conditions of the Coil Coatings Purchase Agreement, the Coil Coatings Transaction is expected to close in 2022. Pursuant to the CD&R Merger Agreement, an affiliate of CD&R consented to the Company’s entry into the Coil Coatings Purchase Agreement.

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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, 2021.

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:

•our ability to complete the proposed CD&R Merger and the proposed Coil Coatings Transaction on the terms and timeline anticipated, or at all, and the effect of the announcement, pendency and completion of the CD&R Merger and the Coil Coatings Transaction on our ability to maintain relationships with customers and other third parties, on management’s attention to ongoing business concerns, and other risks and uncertainties related to the proposed CD&R Merger and the Coil Coatings Transaction that may affect future results;

•industry cyclicality;

•seasonality of the business and adverse weather conditions;

•challenging economic conditions affecting the residential, non-residential and repair and remodeling construction industry and markets;

•commodity price volatility and/or limited availability of raw materials, including polyvinyl chloride (“PVC”) resin, glass, aluminum, natural gas, and steel due to supply chain disruptions;

•our ability to identify and develop relationships with a sufficient number of qualified suppliers to mitigate risk in the event a significant supplier experiences a significant production or supply chain interruption;

•the increasing difficulty of consumers and builders in obtaining credit or financing;

•increase in the macroeconomic inflationary environment;

•ability to successfully achieve price increases to offset cost increases;

•ability to successfully implement operational efficiency initiatives, including automation;

•ability to successfully integrate our acquired businesses;

•ability to attract and retain employees, including through various initiatives and actions;

•volatility in the United States (“U.S.”) and international economies 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 the COVID-19 pandemic or to treat its impact and the resulting impact on supply chain and labor pressures;

•macroeconomic uncertainty and market volatility resulting from geopolitical concerns, including Russia’s invasion of Ukraine;

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

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

•our ability to retain and replace 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;

•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 fund operations, provide increased working capital necessary to support our strategy and acquisitions using available liquidity;

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

•global climate change, including compliance with new laws or regulations relating thereto;

•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, including stockholder litigation related to the proposed CD&R Merger;

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

•increases in labor costs, labor market pressures, 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;

•ability to compete effectively against competitors with substitutable products;

•additional costs from new regulations which relate to the utilization or manufacturing of our products or services, including changes in building codes and standards;

•our ability to realize the anticipated benefits of acquisitions and dispositions and to use the proceeds from dispositions;

•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;

•exchange rate fluctuations;

•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, 2021 (the “2021 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 2021 Form 10-K, and other risks described in documents subsequently filed by the

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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; and (iii) implementing a capital allocation framework balanced between a focus on opportunistic investment in high return initiatives and continued debt repayment.

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 leading manufacturer of vinyl windows, vinyl siding, 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 22,000 employees at manufacturing, distribution and office locations primarily in North America.

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 remodel 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.

CD&R Merger Agreement

On March 5, 2022, the Company entered into an Agreement and Plan of Merger (the “CD&R Merger Agreement”), by and among Camelot Return Intermediate Holdings, LLC (“Parent”), Camelot Return Merger Sub, Inc. (“Merger Sub”). Parent and Merger Sub are subsidiaries of investment funds managed by Clayton, Dubilier & Rice (“CD&R”). Upon the terms and subject to the conditions of the CD&R Merger Agreement, among other things, Merger Sub will merge with and into the Company (the “CD&R Merger”). As a result of the CD&R Merger, the Company will cease to be publicly-traded, and investment funds managed by CD&R will become the indirect owner of all of the Company’s outstanding shares of common stock that it does not already own. The proposed transaction has been approved by a special committee of independent directors of the Company’s board of directors (the “Special Committee”) previously formed to evaluate and consider any potential or actual proposal from CD&R. The board of directors of the Company, acting on the Special Committee’s recommendation, resolved unanimously to recommend that the stockholders of the Company vote to adopt and approve the CD&R Merger Agreement. The CD&R Merger is expected to close in the second or third quarter of 2022, subject to customary closing conditions. The waiting period under the Hart-Scott-Rodino Act of 1976, as amended, applicable to the proposed CD&R transaction expired on April 18, 2022. The transaction is subject to approval by holders of a majority of the shares not owned by CD&R and its affiliates.

Additional information about the CD&R Merger Agreement and the CD&R Merger will be set forth in the Company’s Definitive Proxy Statement on Schedule 14A/that will be filed with the SEC.

Markets We Serve

Our products are available across several large and attractive end markets, including residential new construction, residential 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 the recent COVID-19 pandemic 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. 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

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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.

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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 2, 2022			April 3, 2021			$ change	% change
Net sales	$	1,566,838		$	1,267,032		299,806	23.7	%
Gross profit	333,907			259,729			74,178	28.6	%
% of net sales	21.3		%	20.5		%
Selling, general and administrative expenses	176,536			153,168			23,368	15.3	%
% of net sales	11.3		%	12.1		%
Restructuring and impairment charges, net	831			1,838			(1,007)	(54.8)	%
Strategic development and acquisition related costs	4,791			3,313			1,478	44.6	%
Interest expense	44,106			56,499			(12,393)	(21.9)	%
Provision for income taxes	34,366			792			33,574	4,239.1	%
Net income (loss)	102,283			(1,655)			103,938	(6,280.2)	%

Net sales - Consolidated net sales for the three months ended April 2, 2022 increased by approximately 23.7%, as compared to the same period last year. The net sales growth was primarily-driven by favorable price actions across all segments in response to rising commodity costs and other inflationary impacts coupled with $45.1 million impact from strategic acquisitions net of divestitures from portfolio optimization actions.

Gross profit % of net sales - The Company’s gross profit percentage was 21.3% for the three months ended April 2, 2022, which was a 80 basis point increase over the three months ended April 3, 2021. The improvement in gross profit as a % of net sales was driven by strong price mix net of inflation and the net effect of acquisitions and divestitures made during the second half of 2021.

Selling, general, and administrative expenses increased 15.3% during the three months ended April 2, 2022 compared to the three months ended April 3, 2021. The increase was primarily driven by sales commissions and other variable compensation programs related to financial growth measures, increased wages and marketing related professional services to support market recovery and further growth.

Restructuring and impairment charges, net decreased $1.0 million during the three months ended April 2, 2022 compared to the three months ended April 3, 2021, primarily due to lower severance of $0.8 million.

Strategic development and acquisition related costs increased $1.5 million during the three months ended April 2, 2022 compared to the three months ended April 3, 2021, primarily related to increased strategic development activity in the current period partially offset by lower litigation costs from the Voigt lawsuit than the prior year comparable period.

Interest expense decreased $12.4 million or 21.9% during the three months ended April 2, 2022 as compared to the three months ended April 3, 2021 primarily as a result of the actions taken in second quarter of 2021 (redemption of the $645 million 8.00% Senior Notes coupled with the refinancing of the Current Term Loan Facility).

Consolidated provision (benefit) for income taxes was an expense of $34.4 million for the three months ended April 2, 2022 compared to an expense of $0.8 million for the three months ended April 3, 2021. The change in the provision was primarily driven by an increase in pre-tax book income for the three months ended April 2, 2022.

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 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, gain on legal settlements, and other expenses related to executive, legal, finance, tax, treasury, human resources, information technology and strategic sourcing, and

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corporate travel expenses. Additional unallocated amounts primarily include non-operating items such as interest income, interest expense, loss on extinguishment of debt and other income (expense).

One of the primary measurements used by management to measure the financial performance of each segment is Adjusted EBITDA, a non-GAAP financial measure. 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; strategic development and acquisition related costs; gain on legal settlements; share-based compensation expense; non-cash gain (loss) on foreign currency transactions; 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 Building Brands, which includes historical information of Prime Windows LLC (“Prime Windows”), which the Company acquired on April 30, 2021; Cascade Windows, Inc. (“Cascade Windows”), which the Company acquired on August 20, 2021; the insulated metals panels (“IMP”) and the roll-up sheet doors (“DBCI”) businesses, which the Company divested on August 9, 2021 and August 18, 2021, respectively, and Union Corrugating Company Holdings, Inc. (“UCC”), which the Company acquired on December 3, 2021. 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 Prime Windows, Cascade Windows and UCC acquisitions; or any integration costs; and from the IMP and DBCI divestitures. Pro forma balances are not necessarily indicative of operating results had the Prime Windows, Cascade Windows and UCC acquisitions and the IMP and DBCI divestitures occurred on January 1, 2021 or of future results.

See Note 20 — 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. 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 present a comparison of net sales as reported to pro forma net sales for Cornerstone Building Brands as if the Prime Windows, Cascade Windows and UCC acquisitions, and the IMP and DBCI divestitures had each occurred on January 1, 2021 rather than the respective date referenced above for each transaction:

	Three Months Ended April 2, 2022						Three Months Ended April 3, 2021
(Amounts in thousands)	Reported		Acquisitions and Divestitures		Pro Forma		Reported		Acquisitions and Divestitures		Pro Forma
Net Sales
Windows	$	702,110	$	—	$	702,110	$	527,263	$	58,421	$	585,684
Siding	332,990		—		332,990		316,391		—		316,391
Commercial	531,738		—		531,738		423,378		(36,439)		386,939
Total Net Sales	$	1,566,838	$	—	$	1,566,838	$	1,267,032	$	21,982	$	1,289,014

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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 2, 2022			April 3, 2021
Net sales	$	1,566,838		$	1,267,032
Impact of acquisitions and divestitures(1)	—			21,982
Pro forma net sales	$	1,566,838		$	1,289,014
Operating income, GAAP	$	179,316		$	55,208
Restructuring and impairment charges, net	831			1,838
Strategic development and acquisition related costs	4,791			3,313
Gain on legal settlements	(76,575)			—
Depreciation and amortization	73,932			72,615
Other (2)	11,620			6,174
Adjusted EBITDA	193,915			139,148
Impact of acquisitions and divestitures(1)	—			(2,093)
Pro Forma Adjusted EBITDA	$	193,915		$	137,055
Adjusted EBITDA as a % of Net Sales	12.4		%	11.0		%
Pro Forma Adjusted EBITDA as a % of Pro Forma Net Sales	12.4		%	10.6		%

(1)Reflects the impact of the net sales and Adjusted EBITDA of Prime Windows LLC, Cascade Windows Inc., and Union Corrugating Company Holdings, Inc., which were acquired on April 30, 2021, August 20, 2021 and December 3, 2021, respectively, and reflects the impact of the divestitures of the IMP and DBCI businesses through the divestiture dates of August 9, 2021 and August 18, 2021, respectively.

(2)Primarily includes $11.5 million and $3.3 million of share-based compensation for the three months ended April 2, 2022 and April 3, 2021, respectively, and $3.0 million in costs for the three months ended April 3, 2021 associated with debt refinancing transactions.

Operating income (loss) for the three months ended April 2, 2022 increased to $179.3 million of operating income as compared to operating income of $55.2 million in the three months ended April 3, 2021 primarily as a result of the gain on legal settlements in the current period of $76.6 million, incremental operating income from acquisitions, net of divestitures made in second half of 2021 (Prime, Cascade, and UCC), and strong price mix net of inflation that offset higher SG&A expenses.

Pro forma Adjusted EBITDA for the three months ended April 2, 2022 was $193.9 million or 12.4% of pro forma net sales, an increase of $56.9 million and 180 basis points from the pro forma period a year ago. Pro forma adjusted EBITDA increased 41.5% from prior year primarily due to strong price mix net of inflation of 108.1% resulting from price actions taken to offset inflationary impacts. This was partially offset by 28.1% from lower volume, 28.0% from manufacturing inefficiencies resulting from the challenges brought on by supply chain disruptions and labor constraints, and 10.5% from higher SG&A expenses.

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Windows
	Three Months Ended
(Amounts in thousands)	April 2, 2022			April 3, 2021
Net Sales	$	702,110		$	527,263
Impact of acquisitions(1)	—			58,421
Pro forma net sales	$	702,110		$	585,684
Operating income, GAAP	$	46,245		$	29,362
Restructuring and impairment charges, net	212			932
Strategic development and acquisition related costs	554			—
Depreciation and amortization	35,130			30,798
Other	238			(87)
Adjusted EBITDA	82,379			61,005
Impact of acquisitions(1)	—			6,582
Pro Forma Adjusted EBITDA	$	82,379		$	67,587
Adjusted EBITDA as a % of Net Sales	11.7		%	11.6		%
Pro Forma Adjusted EBITDA as a % of Pro Forma Net Sales	11.7		%	11.5		%

(1)Reflects the impact of the net sales and Adjusted EBITDA of Prime Windows LLC and Cascade Windows Inc., which were acquired on April 30, 2021 and August 20, 2021, respectively.

Pro forma net sales for the three months ended April 2, 2022 were 19.9% higher than pro forma net sales in the same period a year ago. Disciplined price actions in response to rising commodity costs and other inflationary impacts drove a 22.4% increase in pro forma net sales as compared to the same period last year. Volumes were 2.5% lower with one fewer fiscal day.

Operating income (loss) for the three months ended April 2, 2022 increased to $46.2 million operating income as compared to operating income of $29.4 million for the three months ended April 3, 2021, primarily due to positive price mix net of inflation, which more than offset the manufacturing impacts from supply chain disruptions and higher costs to serve our customers.

Pro forma Adjusted EBITDA for the three months ended April 2, 2022 was $82.4 million or 11.7% of pro forma net sales, an improvement of 20 basis points from the pro forma period a year ago. Pro forma Adjusted EBITDA increased 21.9% over the prior year quarter, primarily due to 70.1% of positive price mix net of inflation that was partially offset 39.3% from manufacturing inefficiencies, 7.6% from an increase in SG&A expenses, and 1.4% from lower volume impact.

Siding
	Three Months Ended
(Amounts in thousands)	April 2, 2022			April 3, 2021
Net Sales	$	332,990		$	316,391
Operating income, GAAP	$	27,423		$	27,528
Restructuring and impairment charges, net	208			141
Strategic development and acquisition related costs	—			323
Depreciation and amortization	29,062			29,148
Other	(221)			(19)
Adjusted EBITDA	$	56,472		$	57,121
Adjusted EBITDA as a % of Net Sales	17.0		%	18.1		%

Net sales for the three months ended April 2, 2022 were 5.2% higher than the net sales in the same period a year ago. For the quarter, price/mix increase of 21.1% more than offset lower volume of 15.9%.

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Operating income (loss) for the three months ended April 2, 2022 decreased to $27.4 million of operating income, as compared to operating income of $27.5 million for the three months ended April 3, 2021.

Adjusted EBITDA for the three months ended April 2, 2022 was $56.5 million or 17.0% of net sales, a decrease of 1.1% compared to the same period in the prior year, primarily due to 25.9% from lower volume, 4.4% from increased SG&A expenses, and 3.0% from increased manufacturing costs to serve customers and inefficiencies from supply chain and labor disruptions. Partially offsetting these increased costs was positive price mix net of inflation of 32.2%.

Commercial
	Three Months Ended
(Amounts in thousands)	April 2, 2022			April 3, 2021
Net Sales	$	531,738		$	423,378
Impact of acquisition and divestitures(1)	—			(36,439)
Pro forma net sales	$	531,738		$	386,939
Operating income, GAAP	$	80,943		$	41,585
Restructuring and impairment charges, net	159			672
Strategic development and acquisition related costs	—			58
Depreciation and amortization	8,168			11,360
Other	298			(257)
Adjusted EBITDA	89,568			53,418
Impact of acquisition and divestitures(1)	—			(8,675)
Pro Forma Adjusted EBITDA	$	89,568		$	44,743
Adjusted EBITDA as a % of Net Sales	16.8		%	12.6		%
Pro Forma Adjusted EBITDA as a % of Pro Forma Net Sales	16.8		%	11.6		%

(1)Reflects the net adjustments of IMP and DBCI, which were divested on August 9, 2021 and August 18, 2021, respectively; and reflects the impact of the net sales and Adjusted EBITDA of Union Corrugating Company Holdings, Inc, which was acquired on December 3, 2021.

Pro forma net sales for the three months ended April 2, 2022 were 37.4% higher than the same period a year ago, driven by disciplined price actions to mitigate rising steel costs of approximately 53.7%, partially offset by lower volumes of 16.3%.

Operating income (loss) for the three months ended April 2, 2022 increased to $80.9 million of operating income, as compared to operating income of $41.6 million for the three months ended April 3, 2021. The increase was primarily due to positive price mix net of inflation, which more than offset the manufacturing impacts from supply chain disruptions and higher costs to serve our customers.

Pro forma Adjusted EBITDA for the three months ended April 2, 2022 was $89.6 million or 16.8% of pro forma net sales, an improvement of 520 basis points from the same period a year ago. Pro forma Adjusted EBITDA increased by 100.2% primarily due to favorable price mix net of commodity and other inflation impacts of 184.0%, partially offset 50.8% from lower volume, 18.1% from manufacturing inefficiencies caused by lower production levels and manufacturing labor capacity constraints, and 14.9% from higher SG&A expenses.

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Unallocated Operating Gain (Loss)

	Three Months Ended
(Amounts in thousands)	April 2, 2022		April 3, 2021
Statements of operations data:
SG&A expenses	$	(47,558)	$	(40,334)
Strategic development and acquisition related costs	(4,237)		(2,933)
Gain on legal settlement	76,500		—
Operating gain (loss)	$	24,705	$	(43,267)

Unallocated operating gain (loss) includes 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 gain for the three months ended April 2, 2022 was $24.7 million, as compared to a $43.3 million unallocated operating loss during the three months ended April 3, 2021. The change is primarily due to a gain on a legal settlement of $76.5 million during the three months ended April 2, 2022, partially offset by increase driven by sales commissions and other variable compensation programs related to financial growth measures, increased wages, and marketing related professional services to support market recovery and further growth. Unallocated operating gain (loss) includes $11.5 million and $3.3 million of share-based compensation expense for the three months ended April 2, 2022 and April 3, 2021, respectively.

LIQUIDITY AND CAPITAL RESOURCES

General

Our ongoing principal source of funds is cash generated from operations, supplemented by borrowings against our asset-based lending and revolving credit facility, as necessary. 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 increased from $396.7 million as of December 31, 2021 to $544.2 million as of April 2, 2022. The following table summarizes our consolidated cash flows for the three months ended April 2, 2022 and April 3, 2021 (in thousands):

	Three Months Ended
	April 2, 2022		April 3, 2021
Net cash provided by operating activities	$	190,106	$	20,031
Net cash used in investing activities	(28,910)		(20,695)
Net cash used in financing activities	(13,500)		(7,459)
Effect of exchange rate changes on cash and cash equivalents	(108)		585
Net increase (decrease) in cash, cash equivalents and restricted cash	147,588		(7,538)
Cash, cash equivalents and restricted cash at beginning of period	396,658		680,478
Cash, cash equivalents and restricted cash at end of period	$	544,246	$	672,940

Operating Activities

During the first quarter, the Company generated strong cash flow from operations of $190.1 million, an increase of $170.1 million from the prior year. The improvement was driven by legal settlement proceeds, higher earnings generation, and effective working capital management.

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The following table shows the impact of working capital items on cash during the three months ended April 2, 2022 and April 3, 2021, respectively (in thousands):

	Three Months Ended
	April 2, 2022		April 3, 2021		Change
Net cash provided (used in) by:
Accounts receivable	$	(23,628)	$	(47,157)	$	23,529
Inventories	(68,857)		(62,028)		(6,829)
Accounts payable	84,726		49,424		35,302
Net cash provided by (used in) working capital items	$	(7,759)	$	(59,761)	$	52,002

The cash generated from working capital between periods was primarily driven by the investments in net working capital during the first quarter of 2021 to support the strong demand recovery from the COVID-19 pandemic and increased valuations from rising commodity costs and other inflationary aspects. 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 $28.9 million during the three months ended April 2, 2022 compared to $20.7 million used in investing activities during the three months ended April 3, 2021. The increase is primarily driven by $12.1 million of additional capital investments. See the consolidated statements of cash flows in the unaudited consolidated financial statements for additional information.

Financing Activities

Net cash used in financing activities was $13.5 million during the three months ended April 2, 2022 compared to $7.5 million used in financing activities during the three months ended April 3, 2021. The additional outflow of cash during the period was due to $3.3 million of payments related to financing component of interest rate swaps and $2.5 million of payments related to tax withholding for 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 2, 2022		December 31, 2021
Asset-based revolving credit facility due April 2026	$	—	$	—
Term loan facility due April 2028	2,574,000		2,580,500
Cash flow revolver due April 2026	—		—
6.125% senior notes due January 2029	500,000		500,000
Total Debt	3,074,000		3,080,500
Less: Cash and cash equivalents	542,035		394,447
Net Debt	$	2,531,965	$	2,686,053

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 in the notes to the unaudited consolidated financial statements.

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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 2, 2022 and December 31, 2021 (in thousands):

	April 2, 2022		December 31, 2021
Asset-based revolving credit facility due April 2026	$	611,000	$	611,000
Eligible borrowing base	611,000		611,000
Less: Borrowings	—		—
Less: LCs outstanding and priority payables	45,000		45,000
Net ABL availability	566,000		566,000
Plus: Cash flow revolver due April 2026	115,000		115,000
Plus: Cash and cash equivalents	542,035		394,447
Total Liquidity	$	1,223,035	$	1,075,447

We expect to contribute $0.5 million to the postretirement medical and life insurance plans in the year ending December 31, 2022.

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 2022 and expansion when needed.

Consistent with our growth strategy, we evaluate 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 segments. The consummation of these transactions could require substantial cash payments and/or issuance of additional debt.

From time to time, we have used available funds to repurchase shares of our common stock under our stock repurchase program. 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 program, we are authorized to repurchase shares 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 2, 2022, there were no stock repurchases under the stock repurchase program. As of April 2, 2022, approximately $49.1 million remained available for stock repurchases under the program. 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 awards 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.

CRITICAL ACCOUNTING ESTIMATES

Critical accounting estimates are those that are most important to the portrayal of our financial position and results of operations. These estimates require our most subjective judgments about the effect of matters that are inherently uncertain. Our most critical accounting estimates 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, 2021.

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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.

Prices for our raw material inputs 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.

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 27.2% for the three months ended April 2, 2022 compared to the three months ended April 3, 2021.

Commercial Business

We are subject to market risk exposure related to volatility in the price of steel. For the three months ended April 2, 2022, material costs (predominantly steel costs) constituted approximately 61% of our Commercial segment 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.

With material costs (predominantly steel costs) accounting for approximately 61% of our Commercial segment's cost of sales for the three months ended April 2, 2022, a one percent change in the cost of steel could have resulted in a pre-tax impact on cost of sales of approximately $2.4 million for the three months ended April 2, 2022. 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 our raw materials, 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 2, 2022, all our contracts for the purchase of natural gas 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 $2,715.0 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 LIBOR or an alternative rate. 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 $6.8 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 2, 2022 and December 31, 2021 was approximately $2,490.3 million and $2,570.8 million, respectively, compared to the face value of $2,574.0 million and $2,580.5 million, respectively. In April 2021, we entered into cash flow interest rate swap hedge contracts for a total notional amount of $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. At April 2, 2022, our cash flow hedge swap contracts had a fair value asset of $87.4 million that is recorded in other assets, net, and a fair value liability related to the financing component of the interest rate swaps of $53.2 million of which $40.1 million is recorded as a non-current liability and $13.1 million is recorded in accrued expenses on our consolidated balance sheet.

See Note 14 — Long-Term Debt and Note 15 — Derivatives in the notes to the unaudited consolidated financial statements for information on the material terms of our long-term debt and interest rate swaps.

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.

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The functional currency for our Canadian 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 comprehensive income (loss) in stockholders’ equity. The net foreign currency exchange gain included in net income (loss) for the three months ended April 2, 2022 and April 3, 2021 was $0.9 million and $0.3 million, respectively. Net foreign currency translation adjustment, net of tax, and included in other comprehensive income (loss) for the three months ended April 2, 2022 and April 3, 2021 was $4.8 million and $6.1 million, respectively.

The functional currency for our Mexico operations is the U.S. dollar. Adjustments resulting from the remeasurement 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 remeasurement gain (loss) for the three months ended April 2, 2022 and April 3, 2021 was $0.5 million and $(0.3) million, respectively.

We have entered into foreign currency forward contracts with a financial institution to hedge primarily inventory purchases in Canada. At April 2, 2022, we have a total notional amount of approximately $38.9 million hedged at fixed USD/CAD rates ranging from 1.2120 to 1.2600 with value dates through December 2022. 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. See Note 15 — Derivatives in the notes to the unaudited consolidated financial statements for information on our currency hedges.

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 2, 2022. 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 2, 2022, 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

We are currently in the process of assessing the internal controls of Union Corrugating Company Holdings, Inc. (“UCC”), Cascade Windows Inc. (“Cascade Windows”) and Prime Windows LLC (“Prime Windows”) as part of the post-close acquisition integration process. UCC, Cascade Windows and Prime Windows have been excluded from our assessment of internal control over financial reporting as of April 2, 2022. The total assets and revenues excluded from management’s assessment represent 11.8% and 6.7%, respectively, of the consolidated financial statements as of and for the three months ended April 2, 2022.

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 2, 2022 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.

Three complaints have been filed by purported stockholders of the Company relating to the CD&R Merger. The actions are captioned Stein v. Cornerstone Building Brands, Inc., et al., Case No. 1:22-cv-02981 (Apr. 11, 2022), filed in the United States District Court for the Southern District of New York, Hopkins v. Cornerstone Building Brands, Inc., et al., Case No. 1:22-cv-02258 (Apr. 20, 2022), filed in the United States District Court for the Eastern District of New York, and Whitfield v. Cornerstone Building Brands, Inc., et al., Case No. 2:22-cv-01547 (Apr. 20, 2022), filed in the United States District Court for the Eastern District of Pennsylvania. The complaints name the Company and the members of the Company’s board of directors as defendants and allege that the preliminary proxy statement filed with the SEC on April 7, 2022 contains alleged material misstatements and omissions in violation of Section 14(a) and Section 20(a) of the Exchange Act and Rule 14a-9 of the Exchange Act. The complaints seek, among other relief, an injunction preventing the closing of the CD&R Merger unless and until the information sought is disclosed, rescission of the merger agreement to the extent already implemented or recissory damages and attorneys’ and experts’ fees. The Company believes the claims asserted in the complaints are without merit.

Additional lawsuits may be filed against the Company, members of the Company’s board of directors or the Company’s officers in connection with the CD&R Merger, which could prevent or delay completion of the CD&R Merger and result in substantial costs to the Company, including any costs associated with indemnification.

See also Part I, Item 1, “Unaudited Consolidated Financial Statements”, Note 21 — 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, 2021. The risks disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 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 and the risk factors set forth below, we believe there have been no other material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

The consummation of the CD&R Merger is subject to a number of conditions, many of which are largely outside of the parties’ control, and, if these conditions are not satisfied or waived on a timely basis, the CD&R Merger Agreement may be terminated and the CD&R Merger may not be completed.

The CD&R Merger is subject to certain customary closing conditions, including: (i) the approval by holders of a majority of all outstanding Shares (including those held by CD&R and its affiliates) and the approval by holders of a majority of the outstanding Shares held by the Unaffiliated Stockholders (together, the “Requisite Stockholder Approvals”); (ii) the absence of an injunction or law restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the CD&R Merger; (iii) subject to customary materiality qualifiers, the accuracy of the representations and warranties contained in the CD&R Merger Agreement, including the representation that the Company has not suffered a “Material Adverse Effect” (as defined in the CD&R Merger Agreement) since January 1, 2022; and (iv) material performance by the other party of its covenants under the CD&R Merger Agreement. The failure to satisfy all of the required conditions could delay the completion of the CD&R Merger by a significant period of time or prevent it from occurring. Any delay in completing the CD&R Merger could cause the parties to not realize some or all of the benefits that are expected to be achieved if the CD&R Merger is successfully completed within the expected timeframe. There can be no assurance that the conditions to closing of the CD&R Merger will be satisfied or waived or that the CD&R Merger will be completed within the expected timeframe or at all.

Failure to complete the CD&R Merger could adversely affect the stock price and future business and financial results of the Company.

There can be no assurance that the conditions to the closing of the CD&R Merger will be satisfied or waived or that the CD&R Merger will be completed. If the CD&R Merger is not completed within the expected timeframe or at all, the ongoing business of the Company could be adversely affected and the Company will be subject to a variety of risks and possible consequences associated with the failure to complete the Merger, including the following: (i) upon termination of the CD&R Merger Agreement under specified circumstances, the Company is required to pay Parent a termination fee of $105,000,000; (ii) the Company will incur certain transaction costs, including legal, accounting, financial advisor, filing, printing and mailing

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fees, regardless of whether the CD&R Merger closes; (iii) under the CD&R Merger Agreement, the Company is subject to certain restrictions on the conduct of its business prior to the closing of the CD&R Merger, which may adversely affect its ability to execute certain of its business strategies; (iv) the Company may lose key employees during the period in which the Company and CD&R are pursuing the CD&R Merger, which may adversely affect the Company in the future if it is not able to hire and retain qualified personnel to replace departing employees; and (v) the proposed CD&R Merger, whether or not it closes, will divert the attention of certain management and other key employees of the Company from ongoing business activities, including the pursuit of other opportunities that could be beneficial to the Company as an independent company.

If the CD&R Merger is not completed, these risks could materially affect the business and financial results of the Company and its stock price, including to the extent that the current market price of the Company’s common stock is positively affected by a market assumption that the CD&R Merger will be completed.

While the CD&R Merger is pending, the Company will be subject to business uncertainties and certain contractual restrictions that could adversely affect the business and operations of the Company.

In connection with the pending CD&R Merger, some customers, vendors or other third parties of the Company may react unfavorably, including by delaying or deferring decisions concerning their business relationships or transactions with the Company, which could adversely affect the revenues, earnings, funds from operations, cash flows and expenses of the Company, regardless of whether the CD&R Merger is completed. In addition, due to certain restrictions in the CD&R Merger Agreement on the conduct of business prior to completing the CD&R Merger, the Company may be unable (without the other party’s prior written consent), during the pendency of the CD&R Merger, to pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions would prove beneficial and may cause the Company to forego certain opportunities it might otherwise pursue. In addition, the pendency of the CD&R Merger may make it more difficult for the Company to effectively retain and incentivize key personnel and may cause distractions from the Company’s strategy and day-to-day operations for its current employees and management.

The Company will incur substantial transaction fees and CD&R Merger-related costs in connection with the CD&R Merger that could adversely affect the business and operations of the Company if the CD&R Merger is not completed.

The Company expects to incur non-recurring transaction fees, which include legal and advisory fees and substantial CD&R Merger-related costs associated with completing the CD&R Merger, and which could adversely affect the business operations of the Company if the CD&R Merger is not completed.

The termination fee and restrictions on solicitation contained in the CD&R Merger Agreement may discourage other companies from trying to acquire the Company.

The CD&R Merger Agreement prohibits the Company from initiating, soliciting, proposing or knowingly encouraging or knowingly facilitating any competing acquisition proposals, subject to certain limited exceptions. The CD&R Merger Agreement also contains certain termination rights, including, but not limited to, the right of the Company to terminate the CD&R Merger Agreement to accept a Superior Proposal (as defined in the CD&R Merger Agreement), subject to and in accordance with the terms and conditions of the CD&R Merger Agreement, and provides that, upon termination of the CD&R Merger Agreement by the Company to enter into an alternative acquisition agreement with respect to a Superior Proposal, the Company will be required to pay Parent a termination fee of $105,000,000 in cash. Upon termination of the CD&R Merger Agreement by the Company or Parent under specified conditions, Parent will be required to pay the Company a termination fee of $210,000,000 in cash. The termination fees and restrictions could discourage other companies from trying to acquire the Company even though those other companies might be willing to offer greater value to the Company’s stockholders than CD&R has offered in the CD&R Merger.

Litigation against the Company, CD&R, or the members of their respective boards, could prevent or delay the completion of the CD&R Merger or result in the payment of damages following completion of the CD&R Merger.

It is a condition to the CD&R Merger that no injunction or other order preventing the consummation of the CD&R Merger shall have been issued by any court of competent jurisdiction or other governmental authority of competent jurisdiction and remain in effect. As of the date of this Quarterly Report on Form 10-Q, a lawsuit has been filed by purported stockholders of the Company challenging the CD&R Merger or the other transactions contemplated by the CD&R Merger Agreement, which have named the Company and/or members of the the Company’s board of directors as defendants. It is possible that additional lawsuits may be filed by the Company’s stockholders challenging the CD&R Merger. The outcome of such lawsuits cannot be assured, including the amount of costs associated with defending these claims or any other liabilities that may be incurred in connection with the litigation of these claims. If plaintiffs are successful in obtaining an injunction prohibiting the parties from completing the CD&R Merger on the agreed-upon terms, such an injunction may delay the consummation of the CD&R Merger in the expected timeframe, or may prevent the CD&R Merger from being consummated at all. Whether or not any plaintiff’s claim is successful, this type of litigation can result in significant costs and divert management’s attention and

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resources from the closing of the CD&R Merger and ongoing business activities, which could adversely affect the operations of the Company.

Uncertainty about the CD&R Merger may adversely affect the relationships between the Company and its customers, vendors and employees, whether or not the CD&R Merger is completed.

In response to the announcement of the CD&R Merger, existing or prospective customers, vendors and other third party relationships of the Company may delay, defer or cease providing goods or services, delay or defer other decisions concerning the Company, refuse to extend credit to the Company, or otherwise seek to change the terms on which they do business with the Company. Any such delays or changes to terms could materially harm the Company’s business.

In addition, as a result of the CD&R Merger, current and prospective employees could experience uncertainty about their future with the Company. These uncertainties may impair the Company’s ability to retain, recruit or motivate key management and technical, manufacturing, and other personnel.

If the CD&R Merger is not consummated by September 5, 2022, or, under certain conditions, December 13, 2022, either the Company or Parent may terminate the CD&R Merger Agreement, subject to certain exceptions.

Either the Company or Parent may terminate the CD&R Merger Agreement if the Merger has not been consummated by September 5, 2022, or if all conditions to closing other than those relating to antitrust approvals and those that by their nature are to be satisfied at the closing have been satisfied, then December 13, 2022. However, this termination right will not be available to a party if that party failed to fulfill its obligations under the CD&R Merger Agreement and that failure was the principal cause of, or directly resulted in, the failure to consummate the CD&R Merger on time. In the event the CD&R Merger Agreement is terminated by either party due to the failure of the CD&R Merger to close by September 5, 2022 (or December 13, 2022, as applicable), the Company will have incurred significant costs and will have diverted significant management focus and resources from other strategic opportunities and ongoing business activities without realizing the anticipated benefits of the CD&R Merger.

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 2, 2022:

Period	(a) Total Number of Shares Purchased(1)	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of the Publicly Announced Program	(d) Maximum Dollar Value of Shares that May Yet be Purchased Under the Publicly Announced Program(2) (in thousands)
January 1, 2022 to January 29, 2022	7,795	$	17.75	—	$	49,145
January 30, 2022 to February 26, 2022	—	—		—	49,145
February 27, 2022 to April 2, 2022	162,605	24.25		—	49,145
Total	170,400	23.95		—

(1)The total number of shares includes 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 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. At April 2, 2022, 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
2.1	Agreement and Plan of Merger, dated as of March 5, 2022, by and among Camelot Return Intermediate Holdings, LLC, Camelot Return Merger Sub. Inc., and Cornerstone Building Brands, Inc. (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated March 7, 2022 and incorporated by reference herein)
*10.1	Membership Interest Purchase Agreement, dated April 10, 2022, by and between Cornerstone Building Brands, Inc. and BlueScope Steel North America Corporation +
*†10.2	Separation agreement between Cornerstone Building Brands, Inc. and John L. Buckley, dated March 24, 2022
*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
+	Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.

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SIGNATURES

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

	CORNERSTONE BUILDING BRANDS, INC.
Date: May 3, 2022	By:	/s/ Rose Lee
		Rose Lee
		President and Chief Executive Officer
Date: May 3, 2022	By:	/s/ Jeffrey S. Lee
		Jeffrey S. Lee
		Executive Vice President, Chief Financial Officer and Chief Accounting Officer

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EX-10.1

Exhibit 10.1

MEMBERSHIP INTEREST PURCHASE AGREEMENT

by and between

CORNERSTONE BUILDING BRANDS, INC.

and

BLUESCOPE STEEL NORTH AMERICA CORPORATION

Dated as of April 10, 2022

	TABLE OF CONTENTS
		Page
	ARTICLE I
	PURCHASE AND SALE; CLOSING; CLOSING DELIVERIES
1.1	Purchase and Sale of Interests	2
1.2	Time and Place of Closing	2
1.3	Deliveries at Closing	2
1.4	Purchase Price Adjustment	3
1.5	Purchase Price Allocation	6
1.6	Withholding	7
	ARTICLE II
	REPRESENTATIONS AND WARRANTIES OF SELLER
2.1	Interests	7
2.2	Organization, Good Standing and Qualification	8
2.3	Authority; Approval	8
2.4	Governmental Filings; No Violations	9
2.5	Financial Statements	9
2.6	Absence of Certain Changes	10
2.7	No Undisclosed Liabilities	10
2.8	Litigation	10
2.9	Employee Benefits	11
2.10	Employees; Labor Matters	12
2.11	Compliance with Laws; Licenses	13
2.12	Material Contracts	14
2.13	Properties	15
2.14	Environmental Matters	16
2.15	Taxes	17
2.16	Intellectual Property; Information Technology	18
2.17	Insurance	19
2.18	Sufficiency of Assets	20
2.19	Contracts with Affiliates	20
2.20	Brokers and Finders	20
2.21	Key Suppliers	20
2.22	No Other Representations or Warranties	21

	ARTICLE III
	REPRESENTATIONS AND WARRANTIES OF BUYER
3.1	Organization, Good Standing and Qualification	21
3.2	Authority; Approval	22
3.3	Governmental Filings; No Violations; Certain Contracts	22
3.4	Litigation	22
3.5	Availability of Funds	22
3.6	Solvency	23
3.7	Investment Intent	23
3.8	Brokers and Finders	23
3.9	Access and Information	23
3.10	No Other Representations or Warranties	23
	ARTICLE IV
	COVENANTS
4.1	Interim Operations of the Business	24
4.2	Cooperation and Efforts to Consummate Transactions; Status Updates	28
4.3	Regulatory Filings/Approvals	29
4.4	Third-Party Consents	31
4.5	Access and Reports; Retention of Books and Records	32
4.6	Publicity	34
4.7	Employee Benefits	35
4.8	Indemnification	37
4.9	Confidentiality	38
4.10	Releases	38
4.11	Tax Matters	40
4.12	Reserved	42
4.13	Worker Adjustment and Retraining Notification	42
4.14	Pre-Closing Reorganization	42
4.15	Commingled Contracts	42
4.16	Wrong Pockets	42
4.17	Affiliate Agreements	43
4.18	Transition Planning	43
4.19	Use of Seller Marks	43
4.20	Further Assurances	44

4.21	Indebtedness; Title Insurance; Release of Liens	44
4.22	Insurance	44
4.23	Non-Solicitation	45
4.24	Exclusivity	46
4.25	Transition Services Agreement	47
4.26	Employee Leasing	47
	ARTICLE V
	CONDITIONS
5.1	Conditions to Each Party’s Obligation to Consummate the Transactions	47
5.2	Conditions to Obligation of Buyer	48
5.3	Conditions to Obligations of Seller	49
5.4	Frustration of Closing Conditions	50
	ARTICLE VI
	TERMINATION
6.1	Termination	50
6.2	Effect of Termination and Abandonment	51
	ARTICLE VII
	SURVIVAL; POST-CLOSING RECOURSE
7.1	No Survival	51
7.2	No Recourse Against Seller	52
	ARTICLE VIII
	MISCELLANEOUS AND GENERAL
8.1	Amendment; Waiver	52
8.2	Expenses	52
8.3	Counterparts	52
8.4	GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE	52
8.5	Notices	54
8.6	Entire Agreement	55

8.7	No Third-Party Beneficiaries	55
8.8	Severability	55
8.9	Interpretation; Construction	55
8.10	Waiver of Conflicts Regarding Representations; Non-Assertion of Attorney-Client Privilege	57
8.11	Successors and Assigns	58
8.12	Fulfillment of Obligations	59

Exhibit A:	Definitions
Exhibit B-1:	Metal Coaters Supply Agreement
Exhibit B-2:	Metal Prep Supply Agreement
Exhibit C:	Transition Services Agreement
Exhibit D:	Illustrative Working Capital Calculation
Exhibit E:	Accounting Principles
Exhibit F:	Instrument of Assignment
Exhibit G:	IRS Form 8822-B
Exhibit H:	Illustrative Steel Inventory Adjustment Calculation

MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (including the exhibits and schedules hereto, each as amended or restated from time to time, this “Agreement”), dated as of April 10, 2022 (the “Execution Date”), is made by and between BlueScope Steel North America Corporation, a Delaware corporation (“Buyer”), and Cornerstone Building Brands, Inc., a Delaware corporation (“Seller” and, together with Buyer, the “Parties”). Except as otherwise indicated herein, capitalized terms used but not defined herein shall have the meanings set forth in Exhibit A.

RECITALS

WHEREAS, Seller is engaged in the business of coil coating, slitting, embossing and/or painting of light-gauge and heavy-gauge metal coils at the facilities set forth on Section 1.1 of the Seller Disclosure Letter (the “Business”);

WHEREAS, on the terms and subject to the conditions set forth herein, prior to the Closing, Seller and certain of its Affiliates will take the steps set forth on Section 1.2 of the Seller Disclosure Letter (the “Pre-Closing Reorganization”), including the transfer of all Transferred Assets and Assumed Liabilities to Metal Coaters, LLC, a Delaware limited liability company (the “Company”);

WHEREAS, as of the Execution Date, Seller, or a Subsidiary of Seller, owns all of the issued and outstanding limited liability company interests of the Company (the “Interests”);

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Interests, upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, in connection with the Transactions, at the Closing, the Company and Seller will enter into a supply agreement with respect to light-gauge coil coating services substantially in the form attached hereto as Exhibit B-1 and a supply agreement with respect to pre-painted hot rolled steel and heavy-gauge coil coating services substantially in the form attached hereto as Exhibit B-2 (collectively, the “Supply Agreements”);

WHEREAS, in connection with the Transactions, at the Closing, certain of the Parties or their applicable Affiliates will enter into a transition services agreement substantially in the form attached hereto as Exhibit C (the “Transition Services Agreement”); and

WHEREAS, Buyer and Seller desire to make certain representations, warranties, covenants and agreements in connection with this Agreement and the Transactions.

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, the Parties, intending to be legally bound, agree as follows:

ARTICLE I

PURCHASE AND SALE; CLOSING; CLOSING DELIVERIES

1.1    Purchase and Sale of Interests Upon the terms and subject to the conditions set forth in this Agreement, and in reliance on the representations, warranties and covenants contained herein, at the Closing, Seller agrees to sell, assign, convey, transfer and deliver

to Buyer, and Buyer agrees to purchase and accept from Seller, the Interests, free and clear of any Liens, for a cash amount equal to the Closing Cash Consideration, subject to adjustment pursuant to Section 1.4.

1.2    Time and Place of Closing The closing of the purchase and sale of the Interests provided for in this Agreement (the “Closing”) will take place remotely, via electronic exchange of documents, at 9:00 a.m., New York City time, on the third Business Day following the satisfaction or, to the extent permitted by applicable Law, waiver of the last condition in Article V to be satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or, to the extent permitted by applicable Law, waiver of those conditions) or at such other time and place as Buyer and Seller may mutually agree in writing (the date on which the Closing actually occurs, the “Closing Date”). The Closing will be effective as of 12:01 a.m., New York City time, on the Closing Date (the “Effective Time”).

1.3    Deliveries at Closing

(a)    By Seller. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall deliver or cause to be delivered to Buyer:

(i)    an instrument of sale, assignment and transfer with respect to the Interests, substantially in the form set forth in Exhibit F (the “Instrument of Assignment”);

(ii)    counterparts of each of the other Ancillary Agreements, duly executed by Seller or its applicable Affiliates party thereto;

(iii)    a duly executed IRS Form W-9 of the Seller;

(iv)    the certificate contemplated by Section 5.2(c); and

(v)    the written resignations of each of the directors, managers and officers of the Company as Buyer may request no later than three Business Days prior to the Closing Date, in each case, to be effective as of the Closing.

(b)    By Buyer. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall deliver or cause to be delivered:

(i)    to Seller, a payment in an amount equal to the Closing Cash Consideration;

(ii)    pursuant to instructions set forth in the Funds Flow Memorandum, payments to the applicable third parties of the Estimated Seller Transaction Expenses to the extent unpaid as of immediately prior to the Closing; provided, that any amounts treated as wages to an employee of the Company shall be paid, as directed in writing by Seller to Buyer prior to the Closing Date, to (i) the Company, which shall pay such amounts, less applicable withholding Taxes, to the applicable recipient through its payroll system, or (ii) directly to such current or former employee, less applicable withholding Taxes, which shall be calculated by the Company and paid by Buyer to the Company’s payroll system for remittance to the applicable Taxing Authority;

(iii)    the certificate contemplated by Section 5.3(c); and

(iv)    counterparts of each of the Ancillary Agreements, duly executed by Buyer or its applicable Affiliates party thereto.

1.4    Purchase Price Adjustment

(a)    Estimated Purchase Price Procedures. No later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer (A) the Estimated Closing Statement, together with supporting documentation used by Seller in calculating the amounts set forth therein, and (B) the Funds Flow Memorandum; provided that Seller shall provide a draft (prepared in good faith) of the Estimated Closing Statement to Buyer no later than five Business Days prior to the Closing Date, which shall be for discussion purposes only and shall not have any effect for purposes of the determination of the Closing Cash Consideration. Seller shall consider in good faith the reasonable comments of Buyer to the Estimated Closing Statement and/or Funds Flow Memorandum delivered to Seller no later than one Business Day prior to the Closing Date; provided that if Buyer and Seller fail to mutually agree upon revisions to the Estimated Closing Statement and/or the Funds Flow Memorandum on or prior to the Business Day prior to the Closing Date, then (x) neither Buyer nor Seller shall delay the Closing because of such failure, (y) any revisions to the Estimated Closing Statement and/or the Funds Flow Memorandum mutually agreed between Buyer and Seller shall be used in the determination of the Closing Cash Consideration, and (z) as to any other items (including any items remaining in dispute between Buyer and Seller), the amounts set forth in the Estimated Closing Statement as determined by Seller, without any adjustment, shall be the amounts used in the determination of the Closing Cash Consideration. The agreement of the Parties to revisions to the Estimated Closing Statement and/or the Funds Flow Memorandum, or the failure of the Parties to agree to such revisions, shall not constitute a waiver or limitation of a Party’s rights and obligations pursuant to Section 1.4(b).

(b)    Final Cash Consideration Adjustment Procedures.

(i)    Delivery of the Post-Closing Statement. No later than 90 days after the Closing Date, Seller shall deliver to Buyer the Post-Closing Statement, together with supporting details for and documentation used in calculating each of the amounts set forth therein.

(ii)    Inventory Count. For purposes of informing the determination of the amount of Inventory included in Current Assets and Steel Inventory, Buyer may cause the Company to conduct a physical count of Inventory held by the Company by the first Business Day of the week after the Closing. Seller shall be given prior written notice of such count and shall be entitled to be present for such count, and Buyer shall promptly deliver a copy of the results of the Inventory count to Seller.

(iii)    Access to Information. From the Closing until the determination of the Final Closing Statement, Buyer and Seller shall, and shall cause their respective Affiliates to, upon reasonable prior notice and subject to the execution of customary work paper access letters if requested by accountants of Seller, on the one hand, and Buyer or the Company, on the other hand: (A) provide Seller, Buyer and their respective authorized representatives with reasonable access during normal business hours to any and all facilities, books and records and work papers of the Company relevant to Seller’s preparation of the Post-Closing Statement, Buyer’s review of the Post-Closing Statement, and review of any items set forth in the Notice of Objection; and (B) cooperate with and assist Seller, Buyer and their

respective authorized representatives in connection with the review of such materials, including by making available its employees, accountants and other personnel to the extent reasonably requested.

(v)    Notice of Objection. If Buyer has any objections to the Post-Closing Statement or any of the amounts included in the calculation of the Final Cash Consideration set forth therein, it shall deliver to Seller a written statement (a “Notice of Objection”) setting forth in reasonable detail the particulars of such disagreement (including the specific items in the Post-Closing Statement that are in dispute and the nature and amount of any disagreement so identified, including Buyer’s proposed alternative value for each disputed item related to Closing Net Working Capital, Closing Steel Inventory Adjustment, Closing Indebtedness, Closing Cash and Closing Seller Transaction Expenses) not later than 45 days after its receipt of the Post-Closing Statement (such 45-day period, the “Review Period”). If Buyer delivers a Notice of Objection to Seller within the Review Period, Seller and Buyer shall work in good faith to resolve Buyer’s objections within the 30-day period following the delivery of the Notice of Objection. If Buyer fails to deliver a Notice of Objection within the Review Period, the Post-Closing Statement shall be deemed to have been accepted by Buyer and shall be deemed final and binding upon all of the Parties and shall be deemed the Final Closing Statement.

(v)    Selection of the Accountant. In the event that Buyer and Seller are unable to resolve in writing all of Buyer’s objections in the Notice of Objection within the 30‑day period (or such longer period as may be agreed by Buyer and Seller) following the delivery of such Notice of Objection, the resolution of all such unresolved items (“Disputed Items”) shall be submitted to Deloitte LLP (or, if Deloitte LLP is unwilling or unable to serve, such other independent accounting firm of recognized national standing in the United States as may be mutually selected by Buyer and Seller) to resolve any remaining disagreements (such firm as is ultimately selected pursuant to the aforementioned procedures being the “Accountant”). Seller and Buyer shall execute any agreement reasonably required by the Accountant for its engagement hereunder.

(vi)    Submission of Disputed Items. Each of Buyer and Seller shall, promptly (but in any event within 10 Business Days) following the formal engagement of the Accountant, provide the Accountant (copying the other upon submission) with a single written submission setting forth its respective calculations of and assertions regarding the Disputed Items (which submissions the Accountant shall promptly distribute to the other Party) and upon receipt thereof, each of Seller and Buyer shall be entitled (no later than five Business Days following receipt of the other Party’s initial submission) to submit to the Accountant a single written response to such other Party’s initial submission setting forth such Party’s objections or rebuttals to the calculations and/or assertions set forth in such initial submission (which responses the Accountant shall promptly distribute to the other applicable Party). There shall be no ex parte communications between Seller (or its representatives) or Buyer (or its representatives), on the one hand, and the Accountant, on the other hand, relating to the Disputed Items, and unless requested by the Accountant in writing, no Party may present any additional information or arguments to the Accountant, either orally or in writing.

(vii)    Accountant’s Determination. The Accountant shall be instructed to render its written determination with respect to the Disputed Items (and only the Disputed Items) as

soon as reasonably possible (it being the intention of the Parties that such determination shall be rendered not later than 45 days following the formal engagement of the Accountant). The Accountant shall act as an expert and not as an arbitrator to determine solely the Disputed Items based solely on the submissions and responses of Buyer, on the one hand, and Seller, on the other hand, without independent investigation and in accordance with this Agreement, including the Accounting Principles (as applicable); provided that, for the avoidance of doubt, the Accountant’s determination with respect to any Disputed Items is not intended to permit the introduction of different accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purposes of determining the Final Cash Consideration other than as required by this Agreement (including the Accounting Principles). In resolving any disputed amount in connection with its determination of the Final Cash Consideration, or any component thereof, the Accountant may not assign a value to any Disputed Item greater than the greatest value for such Disputed Item claimed by either Party or less than the smallest value for such item claimed by either Party. The Accountant shall not conduct an independent investigation but shall instead base its determination on the written submissions of the Parties delivered pursuant to and in accordance with Section 1.4(b)(vi) with respect to the Disputed Items. The determination of the Accountant in accordance with this Section 1.4(b)(vii) shall be binding and final for purposes of this Agreement, absent fraud or manifest error. The Post-Closing Statement resulting from the determinations with respect to the Disputed Items made by the Accountant in accordance with this Section 1.4(b)(vii) shall be deemed the Final Closing Statement.

(viii)    Accountant’s Fees and Expenses. The Accountant shall allocate its costs and expenses between Buyer and Seller based upon the percentage of the aggregate contested amount submitted to the Accountant that is ultimately awarded to Buyer on the one hand, or Seller, on the other hand, such that Buyer bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded to Seller and Seller bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded to Buyer. For the avoidance of doubt, the fees and disbursements of the representatives of each Party incurred in connection with the preparation or review of the Post-Closing Statement and any Notice of Objection, as well as any submissions and responses to the Accountant, as applicable, shall be borne by such Party.

(c)    Post-Closing Adjustment Payments.

(i)    Within five Business Days following the determination of the Final Closing Statement:

(A)    if the Post-Closing Adjustment is a negative number, then Seller shall pay to Buyer an amount equal to the absolute value of the Post-Closing Adjustment;

(B)    if the Post-Closing Adjustment is a positive number, then Buyer shall pay to Seller the Post-Closing Adjustment amount; and

(C)    neither Buyer nor Seller shall have any payment or delivery obligation pursuant to this Section 1.4(c)(i) if the Post-Closing Adjustment is zero.

(ii)    Any payment made pursuant to this Section 1.4 shall, for Tax purposes, be deemed to be an adjustment to the consideration payable to Seller. Such amounts shall be paid, in immediately available funds, pursuant to the instructions previously delivered by

Buyer or Seller, as applicable, if any, or as otherwise instructed by the applicable Party in writing.

(d)    Exclusive Remedy. Notwithstanding anything to the contrary in this Agreement, the process set forth in this Section 1.4 shall be the sole and exclusive remedy of the Parties for any disputes related to items required to be included or reflected in the calculation of the Final Cash Consideration.

1.5    Purchase Price Allocation. Buyer and Seller acknowledge and agree that, for U.S. federal and applicable state and local income tax purposes, the purchase of the Interests hereunder shall be treated as a purchase and sale of the Transferred Assets. The purchase price for the Transferred Assets as determined for income tax purposes shall be allocated among the Transferred Assets, and otherwise in accordance with their fair market values consistent with Section 1060 of the Code, and such allocation shall be binding upon the Parties for all applicable federal, state, local and foreign tax purposes (the “Purchase Price Allocation”). Buyer shall prepare and deliver to Seller a draft of the Purchase Price Allocation within 120 days following the Closing Date. Seller shall have the right to review Buyer’s draft Purchase Price Allocation, and if Seller disagrees with or raises objection to such draft Purchase Price Allocation within 45 days after receipt of such proposed Purchase Price Allocation, Buyer and Seller shall consult with one another and attempt in good faith to reach agreement on the disputed items or amounts. If Buyer and Seller mutually agree on the draft Purchase Price Allocation, then Buyer and Seller agree to file (and shall cause their Affiliates to file) all Tax Returns and any other Tax filings required in a manner consistent with the agreed-upon Purchase Price Allocation and shall take no contrary position prior to a final “determination” by a Governmental Entity within the meaning of Section 1313 of the Code. If, on the other hand, Buyer and Seller are unable to mutually agree on the draft Purchase Price Allocation, then Buyer and Seller shall refer any remaining disputes to the Accountant for resolution in accordance with the procedures of Section 1.4(b)(vi) through (viii), mutatis mutandis.

1.6    Withholding. If required by Law, Buyer and Seller may withhold from amounts otherwise payable pursuant to this Agreement such amount as is required to be deducted and withheld with respect to such payment under applicable Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. If a party intends to withhold (other than as a result of a failure of Seller to comply with Section 1.3(a)(ii) or as a result of a compensatory payment), such party shall provide notice to the party in respect of whom such payment is to be made at least 10 Business Days in advance of any such withholding or deduction (such notice to include the legal authority and the calculation method for the expected withholding), and such parties shall cooperate with each other to take commercially reasonable steps to minimize or eliminate such withholding or deduction.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SELLER

Except as set forth in the corresponding sections or subsections of the disclosure letter delivered to Buyer by Seller prior to the Execution Date (the “Seller Disclosure Letter”), Seller hereby represents and warrants to Buyer as of the Execution Date and as of the Closing (or in the case of representations and warranties that speak of a specified date, as of such specified date), as follows:

2.1    Interests

(a)    Seller or certain of its wholly owned Subsidiaries are the record and beneficial owners of the Interests. Seller or certain of its wholly owned Subsidiaries have good and valid title to the Interests, free and clear of all Liens (other than any restrictions on transfer solely arising under or relating to applicable securities Laws and liens arising under any of the Organizational Documents of the Company). The Interests have been duly authorized and are validly issued, fully paid and non-assessable and constitute all the issued and outstanding equity interests in the Company. Effective as of the Closing, good and valid title to the Interests will pass to Buyer, free and clear of all Liens.

(b)    There are no preemptive or other outstanding rights, options, warrants, agreements, arrangements or commitments of any character under which Seller or any of its Affiliates is or may become obligated to sell, or giving any Person a right to acquire, or in any way dispose of, Interests or any securities or obligations exercisable or exchangeable for, or convertible into, Interests, and no securities or obligations evidencing such rights are authorized, issued or outstanding. All rights and powers to vote the Interests are held exclusively by a wholly owned Subsidiary of Seller. Except for this Agreement and the Company’s Organizational Documents, neither Seller nor any of its Affiliates is a party to any Contract with respect to the equity interests of the Company, including with respect to the voting, purchase, dividend rights, disposition or transfer thereof.

2.2    Organization, Good Standing and Qualification

(a)    Each of Seller, the Company and any Affiliate of Seller that is party to any Ancillary Agreement (including any record owner of Interests) (i) is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, (ii) has all requisite corporate or similar power and authority to own, pledge or dispose of its properties and to carry on its business as presently conducted and (iii) is qualified to do business and, to the extent such concept is applicable, is in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except (A) in the case of clause (ii), (x) with respect to the Company, where the failure to have such power or authority would not, individually or in the aggregate, reasonably be likely to be material to the Business, and (y) with respect to Seller and such Affiliates other than the Company, where the failure to have such power or authority, would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect, and (B) in the case of clause (iii), where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect.

(b)    Seller has made available to Buyer complete and correct copies of the Company’s limited liability company agreement or comparable governing documents, each as amended as of the Execution Date (“Organizational Documents”), and each as so delivered is in full force and effect.

(c)    The Company does not (i) have any Subsidiaries, (ii) own, directly or indirectly, any capital stock, membership interest or other equity interests of any Person or (iii) have any direct or indirect equity or ownership interest in any business. The Company is not a member of or participant in any partnership, joint venture or similar Person.

2.3    Authority; Approval. Each of Seller and any Affiliate of Seller that is party to any Ancillary Agreement has all right, power and authority to enter into and perform its obligations under this Agreement and each of the Ancillary Agreements to which it is a party and has all requisite organizational power and authority and has taken all organizational action necessary in order to execute, deliver and perform its obligations under this Agreement and each of the Ancillary Agreements to which it is a party. This Agreement has been, and each of the Ancillary Agreements will be at Closing, duly executed and delivered by Seller and its Affiliates party thereto and, when executed and delivered by Buyer and the other parties hereto and thereto, will constitute a valid and binding agreement of Seller and such Affiliates, enforceable against Seller and such Affiliates in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, preferential transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exception”).

2.4    Governmental Filings; No Violations.

(a)    Other than the expirations of waiting periods and the filings, notices, reports, consents, registrations, approvals, permits and authorizations under the HSR Act or other Antitrust Laws, no material notices, reports or other filings are required to be made by Seller, the Company or any other Affiliate of Seller with, nor are any material consents, registrations, approvals, permits or authorizations required to be obtained by Seller, the Company or any other Affiliate of Seller from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, the Company or any other Affiliate of Seller party thereto and the consummation of the Transactions.

(b)    The execution, delivery and performance by Seller and its Affiliates of this Agreement and the Ancillary Agreements to which they are a party do not, and the consummation of the Transactions will not, conflict with, or result in any breach or violation of or default (with or without notice, lapse of time or both) under, or give rise to any right of termination, loss of rights, adverse modification of provisions, cancellation or acceleration of any obligations under, or result in the creation of a Lien on any Transferred Asset under, (i) any provision of the Organizational Documents of Seller or any applicable Affiliate of Seller, (ii) any Material Contract or material Permit or (iii) assuming (solely with respect to performance of this Agreement and the Ancillary Agreements and consummation of the Transactions) compliance with the matters referred to in Section 2.4(a), any Law to which Seller or any of its Affiliates that is a party to any Ancillary Agreement or through which any portion of the Business is conducted is subject, except, in the case of clauses (ii) and (iii) above, for any such breach, violation, default, termination, loss, adverse modification, cancellation, acceleration or creation that would neither, individually or in the aggregate, reasonably be expected to (x) be material to the Business, taken as a whole, nor (y) prevent, materially delay or materially impair the consummation of the Transactions.

2.5    Financial Statements.

(a)    Seller has delivered to Buyer copies of the unaudited trial balances of the Business as of and for the 12 months ended December 31, 2021, December 31, 2020 and December 31, 2019 (collectively, the “Trial Balances”).

(b)    The Trial Balances (i) have been prepared in good faith and in accordance with Seller’s regular accounting policies, practices and methodologies applied on a consistent basis and (ii) are derived from the books and records of Seller and its Affiliates, which are maintained by Seller and its Affiliates in a manner that permits Seller to prepare consolidated financial statements of Seller and its Affiliates in accordance with GAAP.

(c)    Notwithstanding the foregoing, the Trial Balances and the representations and warranties in clauses (a) and (b) of this Section 2.5 are qualified by the fact that (i) the Business has not operated on a separate standalone basis and historically has not been separately reported within Seller’s and its Affiliates’ consolidated financial statements, and (ii) the Trial Balances are not necessarily indicative of what the results of operations and financial position and cash flows of the Business will be in the future.

(d)    Accounts Receivable reflected on the most recent Trial Balance have arisen in the Ordinary Course of Business, and, to the Seller’s Knowledge, represent, or will represent, valid and enforceable obligations arising solely out of bona fide sales, performance of services or other business transactions in the Ordinary Course of Business, and to the Knowledge of Seller, are not subject to any material pending set-offs, counterclaims or valid defenses, other than normal cash discounts accrued in the Ordinary Course of Business and subject to allowances for bad debt recorded on the Trial Balances.

(e)    All of the Inventory is of a quality and quantity usable and saleable in the Ordinary Course of Business in all material respects, except for obsolete, damaged, defective, slow-moving or excess inventory items that have been written off or written down to fair market value or for which adequate reserves have been established. No material amount of such Inventory is with customers, distributors or other Persons, on consignment or otherwise, that could be returned to Seller or any of its Affiliates for a full refund of all or part of the purchase price therefor.

2.6    Absence of Certain Changes.

(a)    Since December 31, 2021, there has not been any Material Adverse Effect.

(b)    From December 31, 2021 until the Execution Date, (i) the Business has been conducted in the Ordinary Course of Business in all material respects (except for actions related to this Agreement or in response to any COVID-19 Measures), and (ii) Seller and its Affiliates have not taken any action with respect to the Business (other than in connection with the formation of the Company or in preparation to implement the Transactions) that, if taken after the date of this Agreement without Buyer’s consent, would constitute a breach of the covenants set forth in Section 4.1 (other than clauses (ii), (iii), (iv), (x), (xvii) and (xix) thereof).

2.7    No Undisclosed Liabilities. There are no Liabilities of the Business other than (a) Liabilities that have been reserved against or reflected in the Trial Balances, (b) Liabilities that were incurred since December 31, 2021 in the Ordinary Course of Business, (c) Liabilities that are Permitted Liens or relate to any Excluded Assets, (d) Liabilities that have been incurred pursuant to this Agreement and in accordance with (and not in violation of) the terms hereof, (e) Liabilities that have been incurred pursuant to any Contract entered into in the Ordinary Course of Business or that is a Material Contract to which Seller or its Affiliates in respect of the Business, or the Company, is a party and in accordance with (and not in violation of) the terms

thereof and (f) other Liabilities that would not, individually or in the aggregate, reasonably be expected to be material to the Business.

2.8    Litigation.

(a)    As of the Execution Date, there are no material Actions pending or, to the Knowledge of Seller, threatened in writing against Seller or its Affiliates with respect to the Business, to which any Transferred Asset is subject, or that is an Assumed Liability (nor has any Governmental Entity indicated an intention to initiate any such Action).

(b)    None of Seller or its Affiliates is a party to, nor is Seller or any of its Affiliates or any Transferred Asset subject to, the provisions of any material Order with respect to the Business or that is an Assumed Liability.

2.9    Employee Benefits.

(a)    Section 2.9(a) of the Seller Disclosure Letter sets forth a correct and complete list of each material Benefit Plan and separately identifies all Transferred Plans. With respect to each such Transferred Plan and material Benefit Plan, Seller has made available to Buyer, to the extent applicable, correct and complete copies of (i) the Benefit Plan document, including any amendments thereto, or, for Benefit Plans that are unwritten or are not Transferred Plans, a written description of such Benefit Plan, (ii) the most recent summary plan description, (iii) the Form 5500 annual reports and all required compliance test results for Transferred Plans for the three most recent available years, (iv) the most recent IRS determination or opinion letter, (v) all related funding agreements that implement each Transferred Plan, (vi) annual financial and actuarial reports for all Transferred Plans, and (vii) any material correspondence to or from any Governmental Entity received in the last year (or, in the case of the Transferred Plans, the last three years) with respect thereto. There has been no amendment to, announcement by the Company or an ERISA Affiliate relating to, or change in employee participation or coverage under, any Transferred Plan which would increase materially the expense of maintaining such plan above the level of the expense incurred therefor for the most recent fiscal year.

(b)    Each Benefit Plan (including any related trusts) has been established, operated and administered in compliance in all material respects with its terms and applicable Laws, including, without limitation, ERISA and the Code. All contributions or other amounts payable by Seller or any of its Subsidiaries with respect to each Benefit Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP in all material respects. There are no claims (other than routine claims for benefits) or proceedings pending or, to the Knowledge of Seller, threatened in writing by a Governmental Entity by, on behalf of or against any Benefit Plan or any trust related thereto that would reasonably be expected to result in any material Liability to the Company or any of its Subsidiaries following the completion of the Pre-Closing Reorganization. No Transferred Plan is presently under audit or examination (nor has written notice been received of a potential audit or examination) by any Governmental Entity. Each ERISA Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be qualified under Section 401(a) of the Code and, to the Knowledge of Seller, nothing has occurred that would adversely affect the qualification or tax exemption of any such Benefit Plan. With respect to any ERISA Plan, neither Seller nor any of its Subsidiaries has engaged in a transaction in connection with which the Company or any of its Subsidiaries (following completion of the Pre-Closing Reorganization) reasonably could be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to

Section 4975 or 4976 of the Code in an amount that could be material. No Transferred Plan and, with respect to the Business Employees, no Benefit Plan provides health or other welfare benefits following retirement or other termination of employment or service of any Person, or to any other Person, other than health continuation coverage pursuant to Section 4980B of the Code.

(c)    Neither the Company nor any ERISA Affiliate, has contributed (or had any obligation of any sort) in the last six years to a plan that is subject to Section 412 of the Code or Section 302 or Title IV of ERISA.

(d)    Neither the Company nor any ERISA Affiliate has maintained, established, participated in or contributed to, or is or has been obligated to contribute to, or has otherwise incurred any obligation or Liability (including any contingent Liability) under, any Multiemployer Plan in the last six years.

(e)    No Benefit Plan is a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA).

(f)    Neither the execution and delivery of this Agreement nor the consummation of the Transactions could, either alone or in combination with another event, (i) entitle any Business Employee to any payment or any material increase in any payment or result in the forgiveness of indebtedness of any current or former Business Employee to the Business, (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation or any benefit under any Transferred Plan due to any such Business Employee, (iii) result in an obligation to fund or otherwise set aside assets to secure to any extent any of the obligations under any Transferred Plan or (iv) result in the payment of any amount that could, individually or in combination with any other such payment, constitute an “excess parachute payment” as defined in Section 280G(b)(1) of the Code. No Business Employee or other service provider to the Business is entitled to receive any additional payment (including any tax gross-up or other payment) from Seller or any of its Affiliates (including the Company) as a result of the imposition of the excise taxes required under Section 4999 of the Code or any taxes required by Section 409A of the Code.

(g)    Each Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all respects in operational and documentary compliance with Section 409A of the Code. No payment to be made under any Benefit Plan is, or to the Knowledge of the Seller, will be, subject to the penalties of Section 409A(a)(1) of the Code.

(h)    No Benefit Plan is maintained outside the jurisdiction of the United States or covers any Business Employees who reside or work outside of the United States.

2.10    Employees; Labor Matters.

(a)    Section 2.10(a) of the Seller Disclosure Letter sets forth an accurate and complete list of any collective bargaining agreement or other agreement with a labor union or like organization that the Seller or any of its Affiliates are a party to or otherwise bound by with respect to any Business Employees (collectively, the “Labor Agreements”). To the Knowledge of Seller, as of the date of this Agreement, there are no activities or proceedings by any individual or group of individuals, including representatives of any labor organizations or labor unions, to organize any Business Employees.

(b)    Seller has made available to Buyer accurate and complete copies of each Labor Agreement listed on Section 2.10(a) of the Seller Disclosure Letter. The execution and delivery of this Agreement, shareholder of other approval of this Agreement and the consummation of the transactions contemplated by this Agreement, either alone or in combination with another event, will not entitle any third party (including any labor organization or Governmental Entity) to any payments under any of the Labor Agreements, and Seller and its Affiliates are in compliance in all material respects with all notification and bargaining obligations pursuant to any Labor Agreements arising in connection with the Transaction.

(c)    As of the Execution Date, there is no strike, lockout, slowdown, work stoppage, unfair labor practice or other material labor dispute, or material arbitration or grievance pending or, to the Knowledge of Seller, threatened in writing against the Business. Each of the Company, Seller and its Affiliates in respect of the Business Employees is in material compliance with all applicable Laws respecting labor, employment and employment practices, terms and conditions of employment, wages and hours (including classification of employees, discrimination, harassment, payments of wages and compensation and equitable pay practices), human rights, privacy, unemployment insurance, occupational safety and health, immigration and work authorization, and workers’ compensation. Seller and its Affiliates with respect to the conduct of the Business are and have been in compliance in all material respects with all COVID-19 Measures with respect to the Business Employees.

(d)    Seller has made available to Buyer a true and correct list that sets forth the job title, location, annual base salary or hourly wage rate, as applicable, bonus or other incentive compensation target, if applicable, commissions, if applicable, work location, exempt or non-exempt status under the applicable wage and hour laws, and active or inactive status of each Business Employee as of the Execution Date.

(e)    Since January 1, 2019, none of Seller or its Affiliates with respect to the conduct of the Business has taken any action that constituted a “mass layoff,” “mass termination,” or “plant closing” within the meaning of the Worker Adjustment and Retraining Notification Act (the “WARN Act”), or otherwise triggered notice requirements or Liability under state, provincial or local plant closing, notice, or group termination Law.

2.11    Compliance with Laws; Licenses. Since January 1, 2019, the Business has not been, and is not being, conducted in material violation of any Laws. As of the Execution Date, none of the Company, Seller or its Affiliates has received any written communication or, to the Knowledge of Seller, other communication, alleging any material noncompliance with respect to the Business with any such Laws that, as of the Execution Date, has not been cured. Seller and its applicable Affiliates have obtained and are in compliance in all material respects with all material Permits that are necessary to conduct the Business as presently conducted. Each such Permit is valid and in full force and effect, and no suspension, revocation, cancellation or material modification of any such Permit is pending or, to the Knowledge of Seller, has been threatened.

2.12    Material Contracts.

(a)    Section 2.12(a) of the Seller Disclosure Letter sets forth a correct and complete list of each of the following Transferred Contracts, except for any Benefit Plan, to which Seller or its Affiliates, in respect of the Business, or the Company, is a party (each, a “Material Contract”):

(i)    any Lease;

(ii)    each Contract (or group of related Contracts with respect to a single transaction or series of related transactions) that involves future payments, other residual Liability, performance or services or delivery of goods or materials to or by the Business of any amount or value reasonably expected to exceed $2,000,000 in any future 12‑month period;

(iii)    each Contract (A) pursuant to which any third Person has granted any license or other right under any Intellectual Property Rights or IT Assets to Seller or its Affiliates that are material to the Business, other than Contracts (x) with annual fees of less than $150,000 per annum (or $500,000 over the term of the license agreement if license fees are not determined on an annual basis), or (y) for off-the-shelf Software, IT Assets or information technology services that are generally commercially available or (B) material to the Business pursuant to which any Transferred Intellectual Property or Transferred IT Assets are licensed to a third party, other than licenses granted in the Ordinary Course of Business, including in connection with the sale or licensing of products or services of the Business;

(iv)    any partnership agreement, limited liability agreement and affiliation agreement, and any other Contract that creates a strategic alliance, joint venture or similar arrangement;

(v)    each Contract pursuant to which the Company, Seller or any of its Affiliates in respect of the Business acquired another operating business and involving payment obligations in excess of $500,000 under which the Business has ongoing rights or obligations;

(vi)    each Contract that contains a put, call, right of first refusal, right of first offer or similar right pursuant to which Seller or any of its Affiliates with respect to the Business could be required to, directly or indirectly, purchase or sell, as applicable, any securities, capital stock or other interests, assets or business of any Person reasonably expected to result in payments with a value in excess of $200,000 in any 12-month period;

(vii)    each Contract that prohibits the payment of dividends or distributions in respect of the capital stock, membership interests, partnership interests or other equity interests of the Company, the pledging of the capital stock, membership interests, partnership interests or other equity interests of the Company or the incurrence of indebtedness by the Company;

(viii)    each Contract that (A) imposes a non-de minimis restriction on the geographies or businesses or activities in which the Business may operate or engage, (B) contains exclusivity obligations or similar restrictions binding on the Business or that would be binding on the Business after Closing, (C) contains any “take or pay,” “sole source” or “requirements” obligations, or (D) pursuant to which the Business provides any material pricing, discounts or benefits that change based on the pricing, discounts or benefits offered to other customers, including agreements containing “most favored nation” provisions;

(ix)    each Contract creating indebtedness for borrowed money in amounts (A) in excess of $200,000 individually, or (B) in excess of $500,000 in the aggregate or guaranteeing any such obligations in excess of such amounts;

(x)    each Contract involving a remaining commitment by the Business to pay any single capital expenditure in excess of $200,000 or series of capital expenditures in excess of $500,000 in the aggregate; and

(xi)    each Contract directly with a Governmental Entity as a counterparty.

(b)    Seller has made available to Buyer true and complete copies of each Material Contract, in each case as amended or modified and in effect as of the Execution Date. Except for expirations, including any non-renewals, in the Ordinary Course of Business and in accordance with the terms of such Material Contract between the Execution Date and the Closing, each Material Contract is valid, binding and enforceable against Seller, its Affiliates or the Company, as the case may be, and, to the Knowledge of Seller, each other party thereto, in accordance with its terms and is in full force and effect. There is no actual or alleged breach or violation of, or default under, any such Material Contract by Seller, its Affiliates or the Company or, to the Knowledge of Seller, any counterparty thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would reasonably be expected to constitute a default thereunder by Seller, its Affiliates or the Company or would permit or cause the termination, acceleration or modification thereof, in each case, except as would not, individually or in the aggregate, reasonably be expected to be material to the Business. As of the Execution Date, none of Seller or its Affiliates has provided or received any written notice of any intention to terminate any Material Contract.

2.13    Properties.

(a)    Owned Real Property. Section 2.13(a) of the Seller Disclosure Letter sets forth a correct and complete list of all real property owned by the Company or Seller or its Affiliates that is used primarily in connection with the operation of the Business (the “Owned Real Property”). The Company or Seller or its Affiliates, as applicable, have good and valid title to the Owned Real Property, free and clear of all Liens, except for Permitted Liens. None of the Company or Seller or its Affiliates, as applicable, has (i) granted any outstanding options, rights of first refusal or rights of first offer to purchase any Owned Real Property, or any portion of any Owned Real Property or interest therein, (ii) leased, subleased or otherwise granted to any Person the right to use or occupy the Owned Real Property or (iii) received written notice of any proceedings in eminent domain, condemnation or other similar proceedings that are pending with respect to the Owned Real Property and, to the Knowledge of Seller, as of the Execution Date, no such eminent domain, condemnation or other similar proceedings are threatened with respect to the Owned Real Property. The Owned Real Property has access to public roads or valid easements over private streets or private property for ingress to and egress from the Owned Real Property. Seller and its Affiliates account for and accrue costs for labor and material for the construction, equipment, maintenance or repair of any improvements to the Real Property in Net Working Capital in the Ordinary Course of Business.

(b)    Leased Real Property. Section 2.13(b) of the Seller Disclosure Letter sets forth a correct and complete list, as of the Execution Date, of all real property leased, subleased, licensed or otherwise occupied (but not owned) by the Company or Seller or its Affiliates that are used primarily in connection with the operation of the Business (collectively, the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”) and a list of all leases (the “Leases”) entered into by the Company or Seller or its Affiliates with respect to the Leased Real Property. The Company or Seller or its Affiliates have a valid leasehold interest in all Leased Real Property, free and clear of all Liens, except Permitted Liens. None of the

Company or Seller or its Affiliates, as applicable, has subleased or otherwise granted to any Person the right to use or occupy the Leased Real Property. None of the Company or Seller or its Affiliates, as applicable, has received written notice of any proceedings in eminent domain, condemnation or other similar proceedings that are pending with respect to the Leased Real Property and, to the Knowledge of Seller, no such eminent domain, condemnation or other similar proceedings are threatened with respect to the Leased Real Property.

(c)    Personal Property. Seller and its Affiliates have, and the Company, as of the Closing, will have, good and valid title to, or otherwise have the right to use pursuant to a valid and enforceable lease or similar contractual arrangement, all of the tangible personal property constituting Transferred Assets that are material to the conduct of the Business, in each case, free and clear of all Liens, other than Permitted Liens.

2.14    Environmental Matters. Except for such matters that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) the Business is, and since January 1, 2017 has been, in compliance with all applicable Environmental Laws; (b) the Business is in possession of, and in compliance with, all Permits required for the operation of the business as presently conducted pursuant to applicable Environmental Laws; (c) the Company, Seller and its Affiliates have not received from any Governmental Entity any written notice of any violation of any Environmental Law with respect to the Business, the substance of which has not been resolved with respect to the Business; (d) to the Knowledge of Seller, the Company, Seller and its Affiliates have not Released any Hazardous Substances at any Real Property requiring any investigation, removal, remedial or cleanup actions by Seller or its Affiliates or the Company pursuant to any applicable Environmental Law; (e) Seller has no knowledge of any Releases of any Hazardous Substances at any Real Property requiring the Company to undertake any investigation, removal, remedial or cleanup actions pursuant to any applicable Environmental Law; (f) as of the Execution Date, no action or proceeding is pending or, to the Knowledge of Seller, threatened in writing against the Business under any Environmental Law; and (g) Seller and its Affiliates have delivered or otherwise made available for inspection to Buyer true, complete and accurate copies of any material environmental reports, studies, analyses, tests, monitoring reports or assessments in their possession, including Phase I and Phase II assessments, that have been prepared with respect to the Real Property and the Business. This Section 2.14 contains the sole and exclusive representations and warranties made by Seller relating to Environmental Laws.

2.15    Taxes.

(a)    (i) All material Tax Returns with respect to the Business or the Transferred Assets that are, in each case, required by applicable Law to be filed before the Closing Date by the Seller have been filed or will be filed by the Closing Date in a timely manner (within any applicable extension periods); (ii) such Tax Returns are or will be complete and correct in all material respects, and all material Taxes due and payable (on or before the Closing Date) with respect to the Business or the Transferred Assets have been timely paid in full or will be timely paid in full; (iii) there are no Liens for Taxes upon the Transferred Assets other than Permitted Liens; and (iv) all material Taxes required to be withheld by Seller and its Affiliates in connection with the operation of the Business and the ownership of the Transferred Assets have been duly and timely withheld, and such withheld Taxes have been either duly and timely paid to the proper Governmental Entity or properly set aside in accounts for such purpose.

(b)    There is no agreement or other document waiving or extending, or having the effect of waiving or extending, the statute of limitations or the period of assessment for or collection of any material Taxes, in each case, currently in effect, by or on behalf of Seller or any of its Affiliates in connection with the operation of the Business or the ownership of the Transferred Assets, and no written power of attorney with respect to any such Taxes has been filed or entered into with any Governmental Entity. No material Taxes of Seller or any of its Affiliates in connection with the operation of the Business or the ownership of the Transferred Assets are under audit, examination or investigation by any Governmental Entity. No Governmental Entity has asserted in writing or otherwise any deficiency, adjustment or claim with respect to material Taxes against Seller or any of its Affiliates in connection with the operation of the Business or the ownership of the Transferred Assets with respect to any taxable period for which the period of assessment or collection remains open.

(c)    Seller and its Affiliates in connection with the operation of the Business or the ownership of the Transferred Assets have not received or applied for a material Tax ruling or entered into a material closing agreement pursuant to Section 7121 of the Code (or any predecessor provision or any similar provision of state or local law), in either case that would be binding upon the Company after the Closing Date.

(d)    The Company will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date, as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date under Section 481 of the Code (or any corresponding provision of state, local or foreign income Tax law) or (ii) installment sale or open transaction disposition made on or prior to the Closing Date.

(e)    The Company has not participated in a “reportable transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(1) within the last five years.

(f)    From its formation and through the Closing, the Company is and will be properly treated as an entity disregarded as separate from NCI Group, Inc., a Nevada corporation, for federal and, where applicable, state and local income Tax purposes.

(g)    The Company has no liability for the Taxes of any Person, as a transferee or successor, or by contract (except for (i) contracts entered into solely to effect the Pre-Closing Reorganization, (ii) contracts entered into in the ordinary course of business, the primary subject matter of which is not Taxes and (iii) this Agreement), or, solely with respect to state, local, or foreign Taxes, as a result of being a member of a combined, unitary, or similar Tax group.

Notwithstanding anything to the contrary in this Agreement, the representations and warranties set forth in Section 2.6 and Section 2.8(b) (in each case to the extent related to Taxes) and in this Section 2.15 are the only representations and warranties being made by Seller with respect to Taxes. Furthermore, notwithstanding anything to the contrary set forth in this Agreement, no representation or warranty is made regarding the amount or the availability, in respect of any taxable period (or portion thereof) beginning after Closing, of any Tax attribute or Tax asset of the Business, including any net operating loss, net capital loss, any Tax basis in assets, any Tax credit, or any other similar item.

2.16    Intellectual Property; Information Technology.

(a)    Seller and its Affiliates, and upon completion of the Pre-Closing Reorganization, the Company, will (i) exclusively own all Transferred Intellectual Property, free and clear of all Liens (other than Permitted Liens) and (ii) own, or have a license or other right to use (including, following the Closing, pursuant to the Transition Services Agreement) all other material Intellectual Property Rights used in the Business as currently conducted, except for the Seller Marks. The Transferred Intellectual Property constitutes all Intellectual Property Rights owned by Seller or its Affiliates that are Related to the Business. All Registered Intellectual Property Rights included in the Transferred Intellectual Property are valid and enforceable and are not subject to any pending cancellation, opposition, interference, reissue or reexamination proceeding.

(b)    Except as would not, individually or in the aggregate, reasonably be expected to result in a material Liability to the Company following the completion of the Pre-Closing Reorganization, (i) the conduct of the Business as currently conducted does not infringe, misappropriate or otherwise violate the Intellectual Property Rights of any third Person, and (ii) neither Seller nor any of its Affiliates has received any written notice or claim alleging that the Business is infringing on or has misappropriated or otherwise violated the Intellectual Property Rights of any third Person or challenging Seller’s or its Affiliates’ ownership or use of any Transferred Intellectual Property. To the Knowledge of Seller, no third Person is infringing, misappropriating or otherwise violating the Transferred Intellectual Property in a manner that would reasonably be expected to be materially adverse to the Business. No Person other than (A) as of the Execution Date, Seller and its Affiliates, and (B) following the Pre-Closing Reorganization, the Company, possesses any current or contingent material rights of any kind to any source code included in Transferred Intellectual Property. All current and former employees of Seller and its Affiliates who have contributed to or created any Transferred Intellectual Property that is material to the Business meet the following requirements: (x)(i) any Intellectual Property Rights created by them and included in any Transferred Intellectual Property were created by them entirely within the scope of their employment by Seller and its Affiliates; (y) their copyrightable work product included in any Transferred Intellectual Property is a work made for hire under U.S. copyright law; or (z) they have otherwise validly assigned their rights in and to such Transferred Intellectual Property to Seller or an Affiliate of Seller under invention assignment agreements.

(c)    To the Knowledge of Seller, Software included in the Transferred Intellectual Property (i) is free from known defects, errors in design, and operating defects, and (ii) does not contain any disabling mechanisms or protection features that are designed to disrupt or prevent the use of any such Software, including computer viruses, time locks, or any code, instruction, or device that may be used without authority to access, modify, delete or damage any such Software or any system or equipment on which any such Software is installed or in connection with which it may operate, in each case of clauses (i) and (ii), that would reasonably be expected to have a material adverse impact on the Business.

(d)    Seller and its Affiliates have made commercially reasonable efforts to (i) maintain and protect the confidentiality of any material Trade Secrets included in the Transferred Intellectual Property and (ii) protect the security and integrity of the Transferred IT Assets. To the Knowledge of Seller, no such Trade Secrets material to the Business have been authorized to be disclosed or have been actually disclosed to a third Person, other than (x) to Seller or any of its Affiliates, employees or Independent Contractors, or (y) pursuant to a non-disclosure agreement restricting the disclosure and use thereof.

(e)    Seller and its Affiliates, and upon completion of the Pre-Closing Reorganization, the Company, will (i) exclusively own all Transferred IT Assets, and (ii) own, or have a license or other right to use (including, following the Closing, pursuant to the Transition Services Agreement) all material IT Assets used in the Business as currently conducted.

(f)    Except as would not, individually or in the aggregate, reasonably be expected to result in a material Liability to the Company following the completion of the Pre-Closing Reorganization, to the Knowledge of Seller, since January 1, 2019, there has been no unauthorized access to or unauthorized use of any Transferred IT Assets or any Personal Information that, upon completion of the Pre-Closing Reorganization, will be transferred to the Company (“Transferred Personal Information”). The Transferred IT Assets do not contain any virus or malware that would reasonably be expected to have a material adverse impact on the conduct of the Business. The collection, retention, use, transfer and distribution by Seller and its Affiliates of Transferred Personal Information comply in all material respects with all applicable Laws.

(g)    Notwithstanding any other representations and warranties made by Seller in this Agreement, the representations and warranties in this Section 2.16 and in Section 2.12(a)(iii) are the only representations and warranties made by Seller in this Agreement with respect to Intellectual Property Rights and IT Assets.

2.17    Insurance. Seller has made available to Buyer true and correct copies of all material insurance policies maintained by or for the benefit of the Business as of the Execution Date(“Insurance Policies”). Each Insurance Policy is in full force and effect, subject to the Bankruptcy and Equity Exception, and, as of the Execution Date, no written notice of cancellation, termination or revocation of any Insurance Policy has been received by Seller or its Affiliates, and all premiums due with respect to all Insurance Policies have been paid. Seller and its Affiliates are in compliance in all material respects with all Insurance Policies. There are no material claims by Seller or its Affiliates under any Insurance Policies related to the Business, any Transferred Asset or any Assumed Liability as to which any insurance company is denying liability or defending under a reservation of rights.

2.18    Sufficiency of Assets. Upon (a) the purchase and acquisition of the Interests in accordance with this Agreement, (b) the receipt of the benefits by Buyer of the Commingled Contracts, (c) the receipt of any necessary third-party consents (subject to the Parties’ compliance with Section 4.4(c)), (d) replacement of letters of credit, guarantee and credit support arrangements (a true, correct, and complete list of which is set forth in Section 2.18 of the Seller Disclosure Letter), debt financing and insurance coverages that are not included in the Transactions and (e) the receipt by Buyer of the services and benefits to be provided by Seller and its Affiliates to Buyer under this Agreement, the Supply Agreements and the Transition Services Agreement, Buyer shall have, directly or indirectly, immediately following the Closing, the assets and properties (except for the Seller Marks) and services required for the ongoing conduct of the Business immediately following the Closing in all material respects as the Business is currently being conducted; provided that the foregoing is not a representation or warranty with respect to infringement, or misappropriation or other violation of the Intellectual Property Rights of any third Person.

2.19    Contracts with Affiliates. Section 2.19 of the Seller Disclosure Letter lists all Contracts as of the Execution Date to which the Company, on the one hand, and Seller or any of its Affiliates (other than the Company), or any directors or officers of the Company or Seller or

any of its Affiliates, on the other hand, are parties or are otherwise bound or affected (each, a “Disclosed Affiliate Contract”).

2.20    Brokers and Finders. None of Seller, Seller’s Affiliates or any of their respective directors or officers, as applicable, has employed any investment banker, broker or finder or incurred or will incur any liability for any brokerage payments, investment banking fees, commissions, finders’ fees or other similar payments in connection with the Transactions, except that Seller has employed Rothschild & Co US Inc. as its financial advisor in connection with the Transactions, whose fees shall be included in Seller Transaction Expenses or otherwise paid by Seller or its Affiliates (other than the Company).

2.21    Key Suppliers. Section 2.21 of the Seller Disclosure Letter lists the Key Suppliers. No Key Supplier has terminated its business relationship with the Business, indicated in writing its intention to terminate its business relationship with the Business, or to the Knowledge of Seller, otherwise indicated its intention to terminate its business relationship with the Business, materially reduce the level of products or services supplied to the Business, or otherwise materially and adversely modify its relationship with the Business, in each case, from the period between January 1, 2021 to the Execution Date. Neither Seller nor any of its Affiliates is party to, nor from the period between January 1, 2019 to the Execution Date, has any of them been party to, any Action against or other material dispute with any Key Supplier.

2.2    No Other Representations or Warranties.

(a)    Except for the representations and warranties expressly set forth in this Article II and in the Ancillary Agreements, neither Seller, the Company nor any other Person makes (and Seller, the Company, their respective Subsidiaries and their respective Affiliates hereby disclaim) any other express or implied representation or warranty with respect to Seller, the Company or any of their respective Subsidiaries or their respective Affiliates or any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement and the Transactions (including any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other applicable Law, including the warranties of merchantability and fitness for a particular purpose) or with respect to the accuracy or completeness of any other information provided, or made available, to Buyer or any of its Subsidiaries or their respective Affiliates in connection with the Transactions; provided, however, that notwithstanding anything to the contrary set forth in the foregoing provisions of this Section 2.22(a), nothing in this Section 2.22(a) shall limit Buyer’s remedies with respect to claims of Fraud or intentional breach in connection with, arising out of or otherwise related to the express written representations and warranties made by Seller in this Agreement and in any Ancillary Agreement.

(b)    Seller acknowledges and agrees that, except for the representations and warranties expressly set forth in Article III of this Agreement and in the Ancillary Agreements, neither Buyer nor any other Person has made any express or implied representation or warranty with respect to the Transactions or any other transaction contemplated by this Agreement (including any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other applicable Law, including the warranties of merchantability and fitness for a particular purpose) and Seller has not relied on any representation or warranty other than those expressly set forth in Article III of this Agreement; provided, however, that notwithstanding anything to the contrary set forth in the foregoing provisions of this Section 2.22(b), nothing in this Section 2.22(b) shall limit Seller’s remedies

with respect to claims of Fraud or intentional breach in connection with, arising out of or otherwise related to the express written representations and warranties made by Buyer in this Agreement and in any Ancillary Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller as of the Execution Date and as of the Closing (or in the case of representations and warranties that speak of a specified date, as of such specified date) as follows:

3.1    Organization, Good Standing and Qualification. Buyer (a) is a legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, (b) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and (c) is qualified to do business and, to the extent such concept is applicable, is in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except in the case of clauses (b) or (c) where the failure to be so qualified or in good standing or to have such power or authority would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Transactions.

3.2    Authority; Approval. Buyer has all requisite power and authority and has taken all action necessary in order to execute, deliver and perform its obligations under this Agreement and each of the Ancillary Agreements to which it is a party. This Agreement has been, and each of the Ancillary Agreements will be at the Closing, duly executed and delivered by Buyer and, when executed and delivered by Seller and the other parties hereto and thereto, will constitute a valid and binding agreement of Buyer enforceable against Buyer in accordance with its terms, subject to the Bankruptcy and Equity Exception.

3.3    Governmental Filings; No Violations; Certain Contracts.

(a)    Other than the expirations of waiting periods and the filings, notices, reports, consents, registrations, approvals, permits and authorizations under the HSR Act or other Antitrust Laws, no expirations of waiting periods under applicable Laws are required and notices, reports or other filings are required to be made by Buyer with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Buyer from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements by Buyer or the consummation of the Transactions.

(b)    The execution, delivery and performance by Buyer of this Agreement and the Ancillary Agreements to which it is a party do not, and the consummation of the Transactions will not, conflict with, or result in any breach or violation of, or default (with or without notice, lapse of time or both) under, or give rise to any right of termination, loss of rights, adverse modification of provisions, cancellation or acceleration of any obligations under, or result in the creation of a Lien on any of the assets of Buyer under (i) any provision of the certificate of incorporation, by-laws or comparable governing documents of Buyer or its Affiliates, (ii) any Contract binding upon Buyer or its Affiliates or (iii) assuming (solely with respect to performance of this Agreement and the Ancillary Agreements and consummation of the Transactions) compliance with the matters referred to in Section 3.3(a), any Law to which Buyer

or its Affiliates is subject, except, in the case of clauses (ii) and (iii) above, for any such breach, violation, default, termination, loss, adverse modification, cancellation, acceleration or creation that would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Transactions.

3.4    Litigation. There are no Actions pending or, to the Knowledge of Buyer, threatened against Buyer that would reasonably be expected to prevent, materially delay or materially impair the consummation of the Transactions. Buyer is not a party to or subject to the provisions of any Order that would, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Transactions.

3.5    Availability of Funds. Buyer has cash on hand or existing credit facilities of immediately available funds sufficient to enable it to (a) consummate the Transactions, (b) satisfy all of its obligations under this Agreement and (c) pay all related fees and expenses, in each case, when required to do so pursuant to the terms of this Agreement.

3.6    Solvency.

(a)    Buyer is not entering into this Agreement or the Transactions with the intent to hinder, delay or defraud either present or future creditors.

(b)    Assuming the satisfaction of the conditions to Buyer’s obligation to consummate the Transactions, immediately after giving effect to the Transactions, at and immediately after the Closing, Buyer (i) will be solvent (in that both the fair value of its assets will not be less than the sum of its debts and that the present fair saleable value of its assets will not be less than the amount required to pay its probable liability on its existing debts as they mature or become due), (ii) will have adequate capital and liquidity with which to engage in its businesses and (iii) will not have incurred and does not plan to incur debts beyond its ability to pay as they mature or become due.

3.7    Investment Intent. Buyer is acquiring the Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Interests are not registered under the Securities Act, any state securities Laws or any other applicable securities Laws, and that the Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities Laws and regulations and any other applicable securities Laws, as applicable.

3.8    Brokers and Finders. Except for Credit Suisse (Australia) Limited, whose fees and expenses will be paid by Buyer, neither Buyer nor any of its Subsidiaries, nor any of their respective directors or employees (including any officers) has employed any broker, finder or investment bank or has incurred or will incur any obligation or liability for any brokerage fees, commissions or finder’s fees in connection with the Transactions.

3.9    Access and Information. Buyer has conducted to its satisfaction an independent investigation and analysis of the financial condition, results of operations, assets, liabilities, properties and projected operations of the Business, including an opportunity to review all documents made available to Buyer in the Data Room, and, in making their determination to proceed with the Transactions, Buyer and each of its Affiliates has relied solely on the results of such independent investigation and analysis and on the representations and warranties of Seller expressly and specifically set forth in Article II (as qualified by the Seller Disclosure Letter with

respect thereto). Buyer is knowledgeable about the industries in which the Business and the Company operate, is capable of evaluating the merits and risks of the Transaction as contemplated by this Agreement and is able to bear the economic risk of such investment for an indefinite period of time.

3.10    No Other Representations or Warranties.

(a)    Except for the representations and warranties expressly set forth in this Article III and in the Ancillary Agreements, neither Buyer nor any other Person makes (and Buyer, on behalf of itself, its Subsidiaries and their respective Affiliates hereby disclaims) any other express or implied representation or warranty with respect to the Transactions or to any of their respective businesses, operations, assets, liabilities, conditions (financial or otherwise) or prospects in connection with this Agreement or the Transactions (including any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other applicable Law, including the warranties of merchantability and fitness for a particular purpose) or with respect to the accuracy or completeness of any other information provided, or made available, to Seller, the Company or any of their respective Subsidiaries or their respective Affiliates in connection with the Transactions.

(b)    Buyer acknowledges and agrees that, except for the representations and warranties expressly set forth in Article II of this Agreement (as qualified by the Seller Disclosure Letter with respect thereto) and in the Ancillary Agreements, none of Seller, the Company or any other Person has made any express or implied representation or warranty with respect to Seller, the Company or any of their respective Subsidiaries or their respective Affiliates (including any implied warranties that may otherwise be applicable because of the provisions of the Uniform Commercial Code or any other applicable Law, including the warranties of merchantability and fitness for a particular purpose) and Buyer has not relied on any representation or warranty other than those expressly set forth in Article II of this Agreement (as qualified by the Seller Disclosure Letter with respect thereto) and in the Ancillary Agreements; provided, however, that notwithstanding anything to the contrary set forth in the foregoing provisions of this Section 3.10(b), nothing in this Section 3.10(b) shall limit Buyer’s remedies with respect to claims of Fraud or intentional breach in connection with, arising out of or otherwise related to the express written representations and warranties made by Seller in this Agreement and in any Ancillary Agreement. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that it has not relied on any other information provided, or made available, to Buyer or any of its Subsidiaries or their respective Affiliates in connection with the Transactions, and that none of Seller, the Company, any of their respective Affiliates or any other Person shall be subject to any liability to Buyer or any other Person resulting from (i) any misrepresentation or omission by Seller, the Company, any of their respective Affiliates or any other Person with respect to any such information or (ii) Buyer’s use of, or the use by any of its Affiliates or any other Person of, any such information, including information, documents, projections, forecasts or other material made available to Buyer, its Affiliates or their respective Representatives in any “data rooms,” teaser, confidential information memorandum, management presentations or otherwise in connection with the Transaction and the other transactions contemplated by this Agreement, unless any such information is expressly and specifically included in a representation or warranty contained in Article II of this Agreement (as qualified by the Seller Disclosure Letter with respect thereto) or in an Ancillary Agreement.

ARTICLE IV

COVENANTS

4.1    Interim Operations of the Business.

(a)    From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, except (i) as set forth in Section 4.1(a) of the Seller Disclosure Letter, (ii) as otherwise required by this Agreement (including the Pre-Closing Reorganization), (iii) as required by a Governmental Entity or applicable Law, or (iv) as approved by Buyer in writing (such approval not to be unreasonably withheld or delayed), Seller shall use commercially reasonable efforts to conduct the Business in the Ordinary Course of Business and preserve intact the Business, in each case, in all material respects, shall use commercially reasonable efforts to manage levels of Steel Inventory in a prudent manner in the ordinary course of business, and shall not, and shall cause each of its Affiliates not to, in each case to the extent Related to the Business:

(i)    adopt any change in the Company’s Organizational Documents;

(ii)    merge or consolidate the Company with any other Person, or restructure, reorganize, dissolve or completely or partially liquidate the Company or otherwise enter into any agreements or arrangements imposing material changes or restrictions on the Company’s or the Business’s assets, operations or businesses;

(iii)    acquire any business or Person, by merger or consolidation, purchase of substantially all assets or equity interests or by any other manner, in each case, in any transaction or series of related transactions;

(iv)    other than required by Material Contracts that are in effect as of the Execution Date, Transfer, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon or allow to lapse or expire or otherwise dispose of any of its material assets, properties, licenses, operations, rights, product lines, businesses or interests therein, except for (A) sales or other dispositions of assets or Inventory in the Ordinary Course of Business and the satisfaction of accounts payable by the payment of Cash in the Ordinary Course of Business and (B) sales, leases, licenses or other dispositions of assets with a fair market value not in excess of $500,000 in the aggregate in the Ordinary Course of Business, (C) licenses or similar rights granted with respect to Intellectual Property Rights in the Ordinary Course of Business, (D) expirations, cancellations or lapses of Intellectual Property Rights that are not material to the Business in the Ordinary Course of Business, and (E) Permitted Liens;

(v)    other than Permitted Liens, Transfer, lease or otherwise dispose of any Owned Real Property or Leased Real Property, or acquire any interest in real property or enter into any lease or other material agreement for the use, occupancy or purchase of any real property;

(vi)    issue, Transfer, pledge, dispose of, grant, encumber, or authorize or agree to the issuance, Transfer, pledge, disposition, grant, or encumbrance of, any equity interests of the Company, or securities convertible or exchangeable into or exercisable for any shares of such equity interests, or any options, warrants or other rights of any kind to acquire any such equity interests;

(vii)    reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of the equity interests of the Company;

(viii)    permit the Company to make any loans, advances, guarantees or capital contributions to or investments in any Person in excess of $250,000 in the aggregate;

(ix)    permit the Company to incur (including as a result of the Pre-Closing Reorganization) any indebtedness for borrowed money or guarantee any such indebtedness of another Person, or issue or sell any debt securities or warrants or other rights to acquire any debt security of the Company, except for (A) indebtedness for borrowed money incurred in the Ordinary Course of Business, not to exceed $250,000 in the aggregate or (B) indebtedness in replacement of existing indebtedness for borrowed money on terms substantially consistent with or more beneficial to the Business than the indebtedness being replaced; provided that any indebtedness that is extinguished in full prior to, or concurrently with, the Closing shall not be deemed to be a breach of this provision;

(x)    except as set forth in the capital budget set forth in Section 4.1(a)(x) of the Seller Disclosure Letter, make or authorize any capital expenditures in excess of $500,000 in the aggregate, other than any capital expenditure (A) made or to be made from insurance proceeds for the repair and/or prevention of damage to any property of the Business, (B) necessary to repair and/or prevent damage to any property of the Business in the event of an emergency situation, (C) necessary to address human health and safety issues related to the employees of the Business or (D) necessary to address the consequences of any civil disturbance, hurricane, superstorm, flood, tornado, earthquake or other natural disaster, or any other force majeure event;

(xi)    other than in the Ordinary Course of Business, enter into any Contract that would have been a Material Contract had it been entered into prior to the Execution Date; provided that in no event shall Seller permit the entry into a Contract that would have been a Material Contract of the nature described in Section 2.12(a)(viii) had it been entered into prior to the Execution Date;

(xii)    other than in the Ordinary Course of Business, or as contemplated by Section 4.15, amend, modify or terminate any Material Contract (for the avoidance of doubt, for purposes of this clause (xii), Ordinary Course of Business includes the renewal of a Material Contract upon the expiration of such contract on terms that are substantially consistent with, or more favorable to the Business than, the Material Contract it is replacing); provided that in no event shall Seller permit the amendment, modification or termination of any Material Contract of the nature described in clause (viii) of Section 2.12;

(xiii)    amend, modify or terminate any Disclosed Affiliate Contract or enter into any Contract that would have been a Disclosed Affiliate Contract if entered into prior to the Execution Date;

(xiv)    make any changes with respect to its accounting policies or procedures, except (x) as may be initiated by Seller or any of Seller’s Affiliates with respect to Seller’s business generally or (y) as required by changes in Law or GAAP (or any interpretation thereof);

(xv)    other than in the Ordinary Course of Business, settle any Action for any consideration other than a monetary payment or for an amount in excess of $500,000 in the

aggregate, net of any amount covered by insurance, indemnification or existing reserves established in accordance with GAAP and reflected in the Trial Balances;

(xvi)    (A) file any amended Tax Return or make any Tax election, in each case, other than in the Ordinary Course of Business, (B) make any entity classification election on IRS Form 8832 with respect to the Company, or (C) settle or compromise, for an amount that is greater than $50,000 (measured in the aggregate for any settlement or compromise subject to this Section 4.1(a)(xvi)(C) and excluding any amounts that would be properly reflected in Closing Net Working Capital), any Tax liability, in case of each of clauses (A), (B) and (C), that would reasonably be expected to result in any Tax in respect of the Company for which Buyer or the Company would be responsible following the Closing;

(xvii)    other than (i) as may be required by any Benefit Plan or Labor Agreement, (ii) in the Ordinary Course of Business or (iii) in connection with any action that applies uniformly to Business Employees and other similarly situated employees of Seller and its Affiliates, grant to any Business Employee any material increase in compensation or benefits, including severance, retention or termination pay, or adopt, enter into or materially amend any Benefit Plan;

(xviii)    other than as may be required by any Benefit Plan or Labor Agreement, grant (x) to any Business Employee a new retention bonus or increased severance right that would be payable following the Closing involving an aggregate amount payable to such Business Employee greater than $50,000 or (y) to more than ten Business Employees a new retention bonus or increased severance right that would be payable following the Closing;

(xix)    promote or hire any Business Employee, or any individual who would constitute a Business Employee following such promotion or hiring, with an annual base salary in excess of $150,000 (unless such promotion or hiring is to fill a vacancy left by the departure of a Business Employee or required by any Labor Agreement and is on terms consistent with the Ordinary Course of Business); or

(xx)    agree, authorize or commit to do any of the foregoing with respect to the conduct of the Business.

(b)    Neither Party shall take or permit any of its controlled Affiliates to take any actions that would, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Transactions.

(c)    Notwithstanding anything to the contrary in Section 4.1(a), none of Seller, the Company or any of their respective Affiliates shall be prevented from undertaking, or be required to obtain Buyer’s consent with respect to, the following actions and inactions:

(i)    any action or inaction required by Law or by any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shutdown, closure, sequester, or any other similar Law or Order by any Governmental Entity in connection with or in response to COVID-19 (“COVID-19 Measures”) or required by any Governmental Entity in connection with or in response to COVID-19 (provided that, to the extent reasonably practicable and permitted by applicable Law, Seller shall promptly notify Buyer of any such action or inaction if it would otherwise violate Section 4.1(a)); or

(ii)    any action or inaction required or reasonably necessary to (x) protect the health and safety of the Business’ employees, customers or suppliers and other individuals having business dealings with the Business in connection with COVID-19 or (y) respond to service disruptions caused by COVID-19 or any COVID-19 Measures, in each case to the extent reasonably consistent with actions that have been taken or not taken by Seller or its Affiliates in connection therewith prior to the date hereof (provided that, to the extent reasonably practicable and permitted by applicable Law, Seller shall promptly notify Buyer of any such action or inaction if it would otherwise violate Section 4.1(a)).

(d)    Nothing contained in this Agreement is intended to give Buyer, directly or indirectly, the right to control or direct any of Seller’s or its Affiliates’ (including the Company’s) operations prior to the Closing Date. Prior to the Closing Date, Seller shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over the operations of the Company.

4.2    Cooperation and Efforts to Consummate Transactions; Status Updates.

(a)    Cooperation and Efforts. Upon the terms and subject to the conditions set forth in this Agreement, Seller and Buyer shall cooperate with each other and use (and shall cause their respective controlled Affiliates to use) their respective reasonable best efforts to take or cause to be taken all actions reasonably necessary or advisable on their part under this Agreement to consummate the Transactions as promptly as reasonably practicable and in any event to enable the Closing to occur on or prior to the Initial Outside Date.

(b)    Status Updates. Subject to applicable Laws and as required by any Governmental Entity, Seller and Buyer shall each keep the other apprised of the status of matters relating to the consummation of the Transactions, including promptly furnishing the other with copies of notices or other communications (or where no such copies are available, a reasonably detailed description thereof) received by Buyer or Seller, as the case may be, or any of its Subsidiaries, from any third party and/or any Governmental Entity with respect to the Transactions.

4.3    Regulatory Filings/Approvals.

(a)    Submission of Filings and Notices.

(i)    Exchanging Information. Seller and Buyer shall each, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of Buyer, Seller, the Company or any of their respective Subsidiaries to any Governmental Entity in connection with the Transactions.

(ii)    Initial Submissions. Seller and Buyer shall prepare and file as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, clearances, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any Governmental Entity in order to consummate the Transactions. Without limiting the foregoing, each of Seller and Buyer shall make its respective filing pursuant to the HSR Act with respect to the Transactions as promptly as reasonably practicable after the Execution Date and no later than 10 Business Days after the Execution Date. Seller and Buyer shall use their respective reasonable best efforts to obtain early termination of the waiting period with

respect to the Transactions under the HSR Act. Whether or not the Transactions are consummated, Buyer shall be responsible for all fees and payments to any Governmental Entity (including filing fees) incurred in order to obtain any consent, clearance, registration, approval, permit or authorization or any expiration or termination of a waiting period.

(iii)    Subsequent Submissions. Seller and Buyer shall promptly provide all documents requested by any Governmental Entity to the extent reasonably necessary or advisable to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from such Governmental Entity in order to consummate the Transactions.

(iv)    Conduct of Interactions with Government Entities. Subject to applicable Laws relating to the exchange of information, Buyer and Seller shall have the right to review in advance and, to the extent practicable, each will consult with the other on and consider in good faith the views of the other in connection with any filing made with, or written materials submitted to, or prior to taking any material position with, any Governmental Entity in connection with the Transactions. In exercising the foregoing rights, Seller and Buyer shall act reasonably and as promptly as practicable. Seller and Buyer shall (with respect to any in-person or videoconferencing, or previously scheduled telephonic, discussion or meeting), and shall to the extent practicable (with respect to any spontaneous telephonic discussion or meeting), provide the other Party and its counsel with advance notice of and, to the extent permitted by such Governmental Entity, the opportunity to participate in, and to the extent possible, consult with the other Party and its counsel in advance of, any substantive discussion or meeting with any Governmental Entity in respect of any filing, investigation or other inquiry relating to the Transactions. Buyer and Seller shall promptly inform each other of, and furnish the other Party with, copies (or summaries of oral communications) (to the extent permitted by applicable Law) of, any material communication (written or oral) received from, or given or made to any Governmental Entity. Neither Buyer nor Seller shall commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period under the Antitrust Laws without the prior written consent of the other. Buyer may devise, control and implement (with prior notice to and consultation with Seller and respecting all foregoing commitments of cooperation) the process and strategy with respect to obtaining the required consents of any Governmental Entity to the Transactions.

(b)    Remedies. Without limiting the generality of the undertakings pursuant to Section 4.2, Buyer agrees to take or cause to be taken the following actions:

(i)    the prompt use of its best efforts to avoid the entry of any permanent, preliminary or temporary injunction or other decree, decision, determination or judgment that would reasonably be expected to delay, restrain, prevent, enjoin or otherwise prohibit the consummation of the Transactions;

(ii)    the defense through litigation on the merits of any claim asserted in any court, agency or other proceeding by any Person or entity, including any Governmental Entity, seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions;

(iii)    the prompt proffer and agreement to sell, divest, lease, license, transfer, dispose of or otherwise encumber, or hold separate pending such disposition, and the effectuation of such actions with respect to, such assets of the Company or Buyer or their

respective Subsidiaries or the Transferred Assets (and the entry into agreements with, and submission to Orders giving effect thereto) so as to enable the Closing to occur as promptly as practicable after the Execution Date and in any event prior to the Outside Date; provided, that any such action to be taken by the Company is conditioned upon the Closing; and

(iv)    the prompt use of its best efforts to take, in the event that any Order is entered or issued, or becomes reasonably foreseeable to be entered or issued, in any regulatory proceeding or inquiry of any kind that would make consummation of the Transactions in accordance with the terms of this Agreement unlawful or that would reasonably be expected to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transactions, any and all steps (including the appeal thereof, the posting of a bond or the taking of the steps contemplated by Section 4.3(b)(ii)) necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate or remove such actual, anticipated or threatened Order so as to permit consummation of the Transactions on a schedule as close as possible to that contemplated by this Agreement.

(c)    Buyer agrees that, from the Execution Date to the Closing, except as contemplated by this Agreement, it shall not, and shall cause its Affiliates not to, directly or indirectly, without the prior written consent of Seller, (x) take or cause to be taken any action, including (i) any action with respect to any actions or filings that would be required to be made pursuant to the HSR Act or any other Antitrust Laws, (ii) acquiring any rights, assets, business or Person or merging or consolidating with any other Person or entering into any business combination or similar transaction with another Person, (iii) restructuring, reorganizing or completely or partially liquidating or (iv) making any loan, advance or capital contribution to, or investment in, any other Person, in each case, that would reasonably be expected to (A) impose any material delay in obtaining, or increase the risk of not obtaining, the approval of any Governmental Entity or the expiration or termination of any applicable waiting period or (B) increase the risk of any Governmental Entity entering an Order prohibiting the consummation of the Transactions, or (y) propose, announce an intention, enter into any agreement or otherwise make a commitment to take any such action.

4.4    Third-Party Consents

(a)    Material Contract Consents. Upon the terms and subject to the conditions set forth in this Agreement, Seller and Buyer shall cooperate with each other and use (and shall cause their respective controlled Affiliates to use) their respective reasonable best efforts to obtain any consents required under any Material Contracts from third parties in connection with the consummation of the Transactions (including the Pre-Closing Reorganization) at or prior to the Closing; provided, that in connection therewith, none of Buyer, Seller, the Company or any of their respective Affiliates shall be required to, and shall not, without the prior written consent of the other Party, (i) make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), incur any liability or concede anything of value, other than de minimis payments or payments expressly provided for in the terms of the applicable Material Contract, (ii) amend, supplement or otherwise modify in any material respect any such Material Contract, (iii) commence any litigation or (iv) agree or commit to do any of the foregoing, in each case, for the purposes of giving, obtaining and/or effecting any third-party consents.

(b)    Information. The Parties shall each, upon request, furnish the other Party with all information concerning itself and its Representatives and such other matters as may be

reasonably necessary, proper or advisable in connection with any statement, filing, notice or application made by or on behalf of the Parties to any third party in connection with obtaining any third-party consents (including, in the case of Buyer, such evidence as to financial capability, resources and creditworthiness as may be reasonably requested by any third party whose consent or approval is sought hereunder).

(c)    Non-Assignability of Assets. Notwithstanding anything to the contrary set forth in this Agreement, if any consent, approval or other action from third parties necessary for the Transfer of any Transferred Assets (including as part of the Pre-Closing Reorganization) is not obtained or does not occur, as the case may be, prior to the Closing, or the Transfer of any Transferred Assets cannot be completed due to the fact that such Transfer would violate applicable Law, then following the Closing and until the earlier of (A) the date that the applicable consent, approval or other action is obtained or occurs, as the case may be, (B) such Transfer would no longer violate applicable Law, or (C) the date that is 12 months following the Closing Date, (i) each of Seller, Buyer and their respective Affiliates shall, in cooperation with each other, use their respective commercially reasonable efforts to obtain or effect, as the case may be, such consent, approval or other action (provided, however, that such obligation shall be of no further force or effect if Seller and Buyer jointly determine that such consent, approval or other action will not be forthcoming) or effectuate such Transfer in compliance with Law, as promptly as practicable and (ii) Seller and Buyer shall use, and shall cause their respective Subsidiaries to use, their commercially reasonable efforts to enter into alternative reasonable arrangements under which (A) Buyer shall obtain the economic claims, rights and benefits under any Transferred Asset with respect to which such consent has not been obtained, including by subcontracting, sublicensing or subleasing to Buyer to the extent contractually permissible, and (B) Buyer shall assume any related economic burden with respect to such Transferred Asset, including any Taxes, except with respect to any, or to the extent any such economic burden (including any Tax) is an, Excluded Liability; provided, that in connection therewith, none of Buyer, Seller, the Company or any of their respective Affiliates shall be required to, and shall not, without the prior written consent of the other Party, (i) make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments), incur any liability or concede anything of value, other than de minimis payments or payments expressly provided for in the terms of the applicable Transferred Asset, (ii) amend, supplement or otherwise modify in any material respect any Contract with any third Person, (iii) commence any litigation or (iv) agree or commit to do any of the foregoing, in each case, for the purposes of giving, obtaining and/or effecting any consents, approvals or actions. Notwithstanding anything to the contrary in this Agreement or the Ancillary Agreements, this Agreement and the Ancillary Agreements shall not constitute an agreement to Transfer, directly or indirectly, any asset, claim or right or any benefit arising under or resulting from such asset, claim or right, or any liability associated with such asset, claim or right, if an attempted direct or indirect Transfer thereof, without the consent or approval of a third Person, would constitute a breach, default, violation or other contravention of the rights of such third Person, would be ineffective with respect to any Person party to any agreement concerning such asset, claim or right, would violate any applicable Law, or would in any way adversely affect the rights of Seller or any of its Affiliates or Buyer or any of its Affiliates, under such asset, claim or right, without first obtaining such consent. For so long as Seller holds any Transferred Assets and provides to Buyer any claims, rights and benefits of any such Transferred Assets pursuant to an arrangement described in this Section 4.4(c), Buyer shall indemnify and hold harmless Seller from and against all Losses incurred or asserted as a result of Seller’s post-Closing direct or indirect ownership, management

or operation of any such Transferred Assets. For the avoidance of doubt, notwithstanding that legal title to certain Transferred Assets may not be Transferred to Buyer, directly or indirectly, on the Closing Date by virtue of the operation of this Section 4.4(c), there shall be no change to the calculation of the Closing Cash Consideration or the Final Cash Consideration and the components thereof and adjustments thereto due to the failure to Transfer such Transferred Assets on the Closing Date.

(d)    Notwithstanding anything to the contrary contained in this Agreement, in no event shall the failure to receive any consents of third parties contemplated by this Section 4.4 be taken into account with respect to whether any conditions to the Closing set forth in Article V shall have been satisfied or whether the covenant in this Section 4.4 shall have been breached (but the failure to comply with this Section 4.4 will be so taken into account).

4.5    Access and Reports; Retention of Books and Records

(a)    Pre-Closing Access by Buyer. Subject to applicable Law, upon reasonable advance notice, Seller shall, and shall cause its controlled Affiliates to, afford Buyer’s officers and other authorized representatives reasonable access, during normal business hours throughout the period prior to the Closing, to the employees, properties, books, contracts and records of or related to the Business and, during such period, Seller shall, and shall cause its Affiliates to, furnish promptly to Buyer all information concerning the Business (including its properties and personnel) as Buyer may reasonably request; provided, that no investigation pursuant to this Section 4.5(a) shall affect or be deemed to modify any of the representations set forth in Article II; provided, further, that the foregoing shall not require Seller (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of Seller would result in the disclosure of any trade secrets of third parties or violate any of its obligations to third Persons with respect to confidentiality (provided that Seller shall use its commercially reasonable efforts to obtain consent from the applicable third Person to permit disclosure to Buyer of such information), or if any Law applicable to Seller, the Company or any of their respective Subsidiaries requires the Company or its Subsidiaries to restrict or prohibit access to such information or (ii) to disclose any privileged information of Seller, the Company or any of their respective Subsidiaries; and provided, further, that (A) Buyer and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of Seller, the Company and/or their respective Subsidiaries; and (B) in no event will the foregoing permit any sampling or analysis of soil, groundwater, building materials or other environmental media of the sort generally referred to as a Phase II environmental investigation. All requests for information made pursuant to this Section 4.5(a) shall be directed to Persons designated by Seller. All such information shall be governed by the terms of the Confidentiality Agreement.

(b)    Post-Closing Access by Buyer. Buyer acknowledges and agrees that Seller and its Affiliates (excluding the Company) shall have the right to retain copies of all books, data, files, information and records in any media of the Company or the Business relating to periods ending on or prior to the Closing Date (i) relating to information (including employment and medical records) regarding the Business Employees, (ii) as may be required by any Governmental Entity, including pursuant to any applicable Law or regulatory request, (iii) as may be necessary for Seller or its Affiliates to perform their respective obligations pursuant to this Agreement or (iv) that does not constitute a Transferred Asset, in each case, in compliance with all applicable Laws (such retained books, data, files, information and records, collectively, the “Retained Information”). Subject to applicable Law, from and after the Closing, Seller and Affiliates shall

(A) retain the Retained Information for a period of five years from the Closing Date (provided that Seller and its Affiliates may, prior to the conclusion of such five-year period, elect to destroy any such Retained Information so long as Seller notifies Buyer prior to the destruction of any such material Retained Information and gives Buyer a reasonable opportunity to obtain possession thereof), and (B) provide Buyer or its representatives at Buyer’s expense with reasonable access without hindering the normal operations of Sellers and its Affiliates (solely for the purpose of inspection and copying), during normal business hours, and upon reasonable advance notice and under the supervision of Seller’s personnel, to the Retained Information. Notwithstanding the foregoing provisions of this Section 4.5(b), Seller may withhold access, documents or information that in the reasonable judgment of Seller would result in the disclosure of any trade secrets of third parties or violate any of its obligations to third Persons with respect to confidentiality (provided, that Seller shall use its commercially reasonable efforts to obtain consent from the applicable third Person to permit disclosure to Buyer of such information), or if any Law applicable to Seller or its Affiliates requires Seller to restrict or prohibit access to such information.

(c)    Post-Closing Access by Seller. Subject to applicable Law and subject to Section 8.10(c), from and after the Closing, Buyer shall cause the Company to, and the Company shall, (i) retain all books, ledgers, files, reports, plans, operating records and any other material documents pertaining to the Company in existence at the Closing constituting Transferred Assets that are required to be retained under current retention policies (collectively, the “Records”) for a period of five years from the Closing Date, and (ii) provide Seller or its representatives at Seller’s expense with reasonable access without hindering the normal operations of the Company (solely for the purpose of inspection and copying), during normal business hours, and upon reasonable advance notice and under the supervision of Buyer’s personnel, to the Records with respect to periods or occurrences prior to the Closing Date. Notwithstanding the foregoing provisions of this Section 4.5(c), Buyer may withhold access, documents or information that in the reasonable judgment of Buyer would result in the disclosure of any trade secrets of third parties or violate any of its obligations to third Persons with respect to confidentiality (provided, that Buyer shall use its commercially reasonable efforts to obtain consent from the applicable third Person to permit disclosure to Seller of such information), or if any Law applicable to the Company requires the Company to restrict or prohibit access to such information.

4.6    Publicity. Neither Buyer nor Seller shall make, or permit any of their respective Affiliates or representatives to make, any public announcement in respect of this Agreement, the Ancillary Agreements or the Transactions without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), except to the extent (a) required by Law, rule or regulation applicable to Buyer or Seller or any of their respective Affiliates, including reporting required of Buyer or Seller under the Exchange Act or other applicable securities laws or stock exchange rules (and only to the extent so required), (b) in the case of Buyer or Seller, pursuant to internal announcements to employees, or (c) required in order to comply with the Parties’ obligations under Section 4.4 or to obtain such other consents and approvals, or to provide such notices and make such filings, necessary, proper or reasonably advisable to consummate the transactions contemplated by this Agreement; provided that any such disclosure is not inconsistent in tone and substance with previous public statements, disclosures or communications jointly made by Seller and Buyer or to the extent that such disclosure has been reviewed and previously approved by both Seller and Buyer. Subject to the foregoing, Seller and Buyer each shall consult with each other, provide each other with a reasonable opportunity to review and give due consideration to reasonable comments made by

each other prior to issuing any press releases or otherwise making public announcements with respect to the Transactions and prior to making any filings with any third party and/or any Governmental Entity (including any national securities exchange or interdealer quotation service) with respect thereto (provided, however, for the avoidance of doubt, that if the circumstances of any required disclosure to any Governmental Entity (including any national securities exchange or interdealer quotation service) do not permit compliance with the covenants in this sentence, such required disclosure shall not constitute a breach or violation hereof). Notwithstanding anything to the contrary herein, neither Party shall disclose any information regarding the Transactions, except as provided in this Section 4.6 or Section 4.9.

4.7    Employee Benefits

(a)    Immediately prior to the Closing (or, if the Closing occurs prior to June 15, 2022, then, subject to the provisions of Section 4.26, on the Delayed Employment Commencement Date), the employment of each Business Employee (other than Inactive Employees) shall be transferred to, and each such employee shall become an employee of, the Company (unless such employee has ceased to be employed by Seller and its Subsidiaries), without any interruption or cessation of employment, terms and conditions of employment, including those in any Labor Agreement, or break in service. Prior to the Closing, Seller shall cause the Company not to employ any employees other than pursuant to this Section 4.7. Each Business Employee employed by the Company as of the Closing Date (or, if later, the Delayed Employment Commencement Date) shall be referred to herein as a “Transferred Business Employee.” As of the Closing Date (or, if later, the Delayed Employment Commencement Date), Seller shall cause Transferred Business Employees to cease accruing any benefits under any Benefit Plan with respect to services rendered or compensation paid on or after the Closing Date (or, if later, the Delayed Employment Commencement Date). In the event any Inactive Employee returns to active work within six months following the Closing Date or such later date as required by Law, Buyer or its Affiliates (including the Company) shall offer employment to (and Seller or its Affiliates shall terminate the employment of) such Inactive Employee, effective upon the date such Inactive Employee is available and able to return to active work with or without a reasonable accommodation. Each Inactive Employee who is offered employment, accepts such offer of employment and commences employment with Buyer or its Affiliates (including the Company) shall become a Transferred Business Employee for purposes of this Agreement upon the date his or her employment commences with Buyer or its Affiliates. For the avoidance of doubt, Seller and its Affiliates (other than the Company) shall be solely responsible for the provision of compensation and benefits to and all Liabilities and obligations arising in connection with all Inactive Employees (unless and until any such Inactive Employee becomes a Transferred Business Employee). In the event that Buyer or its Affiliates fail to either (i) comply with their obligations as set forth in this Section 4.7 or (ii) provide to any Transferred Business Employees terms and conditions of employment that may be required under applicable Law, and in either case such failure actually results in Seller or any of its Affiliates actually paying any amount to such Transferred Business Employee (or Inactive Employee for whom Buyer did not provide an offer of employment as required by this Section 4.7(a)) in respect of severance or termination pay, Buyer shall reimburse and otherwise hold harmless Seller and its Affiliates for the amount of such termination or severance pay (including the employer portion of applicable payroll Taxes and other costs).

(b)    Buyer agrees that the Transferred Business Employees shall, during the period commencing on the Closing Date (or, if later, the Delayed Employment Commencement Date)

and ending on the first anniversary of the Closing Date (or if earlier, the date of employment termination), be provided with (i) at least the same wage rate or base salary level in effect for such Transferred Business Employee immediately prior to the Closing, (ii) cash incentive compensation opportunities (including commissions) and long-term incentive compensation opportunities no less favorable in the aggregate than those in effect for such Transferred Business Employee prior to the Closing, (iii) employee benefits that are substantially comparable in the aggregate to those provided to other similarly situated employees of the Buyer or its Affiliates, and (iv) severance benefits that are substantially comparable to those provided to other similarly situated employees of the Buyer or its Affiliates, subject to any greater amount such employee would have been entitled to pursuant to the Benefit Plans listed in Section 4.7(b) of the Seller Disclosure Letter in which such employee participated immediately prior to the Closing; provided, however, that the requirements of this sentence shall not apply to Transferred Business Employees who are covered by a Labor Agreement.

(c)    Buyer shall use commercially reasonable efforts (i) to waive any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of Buyer or its Affiliates with respect to the Transferred Business Employees and their eligible dependents, (ii) to give each Transferred Business Employee credit for the plan year in which the Closing occurs towards applicable deductibles and annual out-of-pocket limits for medical expenses incurred prior to the Closing (or, if later, the Delayed Employment Commencement Date) for which payment has been made and that Buyer is timely provided with sufficient documentation to enable it to do so following Buyer’s request, and (iii) to give each Transferred Business Employee service credit for such Transferred Business Employee’s employment with the Company and its Subsidiaries for purposes of vesting, benefit accrual and eligibility to participate under each applicable employee benefit plan, program or arrangement of Buyer or any of its Affiliates, as if such service had been performed with Buyer; provided, that such credit shall not be given (i) under any new plan or arrangement of Buyer or its Affiliates (including the Company) to the extent that such plan or arrangement does not provide prior service credit to employees generally or (ii) to the extent it would result in a duplication of benefits.

(d)    Prior to the Closing and thereafter (as applicable), Seller and Buyer shall take all actions as may be required to permit each Transferred Business Employee to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, including of loans) in the form of cash, notes (in the case of 401(k) plan loans) or a combination thereof, in an amount equal to the full account balance distributed or distributable to such Transferred Business Employee from the applicable tax-qualified defined contribution retirement plan of Seller or its Affiliates to the tax-qualified defined contribution retirement plan designated by Buyer (the “Buyer 401(k) Plan”). Each Transferred Business Employee shall become a participant in the Buyer 401(k) Plan on the Closing Date (or, if later, the Delayed Employment Commencement Date) (giving effect to the service crediting provisions of Section 4.7(c)); itbeingagreed that there shall be no gap in participation in a tax-qualified defined contribution plan.

(e)    With respect to the Transferred Business Employees who participate in the Seller’s Long-Term Incentive Plan prior to the Closing Date (as identified in the summary set forth in Section 4.7(e) of the Seller Disclosure Letter (the “LTIP Summary”)), Buyer shall grant each such Transferred Business Employee a cash-based long-term incentive award (the “Replacement Awards”) with a value equal to the value, as of immediately prior to the Closing, of any unvested awards that are forfeited pursuant to their terms in connection with the Closing,

as described in the LTIP Summary (the “Forfeited Awards”). The Replacement Awards shall otherwise be subject to the same terms (including time-based vesting terms) of the applicable Forfeited Awards, as identified in the LTIP Summary.

(f)    With respect to the Transferred Business Employees who participate in the Seller’s Short-Term Incentive Plan prior to the Closing Date, and without limiting Buyer’s obligations pursuant to Section 4.7(b), Buyer shall honor amounts earned based on performance through the Closing Date (as determined by Seller in reasonable discretion as of the Closing Date) and maintain a mirror short-term incentive plan for the remainder of calendar year 2022 on analogous terms and conditions as the Seller’s Short-Term Incentive Plan.

(g)    Nothing contained in this Agreement is intended to (i) be treated as an amendment of any particular Benefit Plan, (ii) prevent Buyer or any of its Affiliates from amending or terminating any of their benefit plans in accordance with their terms, (iii) prevent Buyer, the Company or any of their Affiliates, after the Closing, from terminating the employment of any Transferred Business Employee, (iv) confer upon any Person any benefits under any benefit plans, programs, policies or other arrangements, including severance benefits or right to employment or continued employment with Buyer for any period or (v) create any third-party beneficiary rights in any employee of the Company or any of its Subsidiaries, any beneficiary or dependent thereof, or any collective bargaining representative thereof, with respect to the compensation, terms and conditions of employment and/or benefits that may be provided to any Transferred Business Employee by Buyer, the Company or any of their Affiliates or under any benefit plan which Buyer, the Company or any of their Affiliates may maintain.

4.8    Indemnification

(a)    Following the Closing until the sixth anniversary of the Closing Date, Buyer and the Company shall indemnify, defend, hold harmless and reimburse, to the fullest extent permitted under applicable Law, each current and former director and officer of the Company (in each case, when acting in such capacity), determined as of the Closing (the “Indemnitees”), with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company at any time at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, and Buyer shall also advance expenses of any Indemnitees as incurred to the fullest extent permitted under applicable Law and the respective Organizational Documents of the Company in effect as of the Execution Date; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law.

(b)    During the six‑year period from and after the Closing, all rights to indemnification and exculpation from liabilities for acts or omissions occurring prior to the Closing and rights to advancement of expenses relating thereto existing as of the Execution Date in favor of any Indemnitee as provided in the Organizational Documents of the Company, as in immediately prior to the Closing, shall not be amended, restated, amended and restated, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnitee.

(c)    If Buyer or the Company or any of their respective successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving Person of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made

so that the successors and assigns of Buyer or the Company shall assume all of the obligations set forth in this Section 4.8.

(d)    The provisions of this Section 4.8 are intended to be for the benefit of, and from and after the Closing shall be enforceable by, each Indemnitee, who is an intended third-party beneficiary of this Section 4.8.

(e)    The rights of the Indemnitees under this Section 4.8 shall be in addition to any rights such Indemnitees may have under the Organizational Documents of the Company, or under any applicable Contracts or Laws and nothing in this Agreement is intended to, shall be construed or shall release or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees (itbeingunderstoodandagreed that the indemnification provided for in this Section 4.8 is not prior to or in substitution of any such claims under such policies).

4.9    Confidentiality

(a)    The terms of the Confidentiality Agreement are hereby incorporated by reference, mutatis mutandis, and, notwithstanding anything contained in the Confidentiality Agreement to the contrary, shall continue in full force and effect until the Closing, at which time such Confidentiality Agreement shall terminate. Notwithstanding the termination of the Confidentiality Agreement at the Closing, each Party shall, and shall cause its Affiliates and their respective Representatives to, keep confidential any information concerning the other Party or its Affiliates furnished in connection with the Transactions.

(b)    From and following the Closing, Seller hereby agrees with Buyer that Seller will not, and that Seller will cause its controlled Affiliates not to, directly or indirectly, without the prior written consent of Buyer, disclose or use any Confidential Information; provided, however, that the information subject to the foregoing provision of this sentence will not include any information generally available to, or known by, the public (other than as a result of disclosure in violation hereof) or that was independently developed by Seller without use or reference to Confidential Information or was in their rightful possession before the disclosure of the applicable Confidential Information to it; provided, further, that the provisions of this Section 4.9 will not prohibit any retention of copies of records or disclosure (x) to the extent required by applicable Law or (y) made in connection with the enforcement of any right or remedy relating to this Agreement; provided, further, that in the event of any disclosure requirement described in clause (x), to the extent permitted by Law, Seller shall (1) give Buyer prompt written notice of such requirement and reasonably consult with Buyer regarding the timing and content of such disclosure, (2) use commercially reasonable efforts (at Buyer’s expense) to cooperate with Buyer’s reasonable efforts to obtain a protective order or other remedy and (3) use commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the information being disclosed. Seller agrees that it will be responsible for any breach or violation of the provisions of this Section 4.9 by any of such Seller’s Affiliates. This Section 4.9 shall terminate three years after the Closing Date, except with regard to any Trade Secrets, as to which this Section 4.9 shall continue in perpetuity or until the applicable Trade Secret is no longer confidential.

4.10    Releases

(a)    Effective as of the Closing, (i) Seller, on behalf of itself and its Affiliates (other than the Company) and each of their respective employees, officers, directors, equityholders, partners, members, advisors, successors and assigns (the “Seller Releasing Parties”), hereby irrevocably releases and forever discharges any and all rights, claims, obligations, liabilities, debts and causes of action it has had, now has or might now have against the Company and its employees, officers, directors, equityholders, partners, members, advisors, successors and assigns (the “Company Released Parties”) arising out of, or relating to, the organization, management or operation of the Business on or prior to the Closing (the “Released Claims”) and (ii) Buyer, on behalf of the Company and itself and its Affiliates and each of their respective partners, members, predecessors, directors, officers, employees, controlling persons, agents, representatives, successors and assigns (the “Buyer Releasing Parties”), hereby irrevocably releases and forever discharges any and all rights, claims and causes of action the Company has had, now has or might now have against Seller and its Affiliates and each of their respective current and former employees, officers, directors, equityholders, partners, members, advisors, successors and assigns (the “Seller Released Parties”) arising out of, or relating to, the Released Claims, in each case of clauses (i) and (ii) other than (A) any rights, claims or causes of action under this Agreement, any Ancillary Agreement or any agreement listed in Section 4.17 of the Seller Disclosure Letter, (B) any written agreement entered into at or after the Closing between Buyer and its Affiliates (including the Company), on the one hand, and Seller, on the other, (C) under any contract of insurance or Organizational Documents in favor of the directors, managers and officers of Seller or its Subsidiaries (including the Company) prior to the Closing, (D) any employment, severance, bonus or similar agreement or arrangement between the Company and a current officer or director that continues to remain in effect following the Closing, to the extent made available to Buyer prior to the Execution Date or entered into or amended between the Execution Date and the Closing in compliance with the terms of this Agreement, (E) any other commercial or business transactions between Buyer and its Affiliates (including the Company), on the one hand, and Seller and its Affiliates, on the other, unrelated to the Business, this Agreement or the transactions contemplated hereby or (F) any accounts receivable and accounts payable related to the Ordinary Course of Business trading activities between Seller and its Affiliates (other than the Company) and the Company.

(b)    Effective upon the Closing, each of the Seller, for itself and each of the Seller Releasing Parties, and Buyer, for itself and each of the Buyer Releasing Parties, irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, distributing or causing to be commenced, any Action of any kind against the Company Released Parties or the Seller Released Parties, as applicable, based on any Released Claim.

(c)    In furtherance of the foregoing, each of Buyer, for itself and the Company and their respective Affiliates, successors, heirs and executors, and Seller, for itself and on behalf of its respective Affiliates, successors, heirs and executors, hereby acknowledges that (i) the Released Claims include any claims that could be brought pursuant to the Comprehensive Environmental Response Compensation or Liability Act, 42 USC Section 9601 et seq., (ii) it is aware that such Party may hereafter discover facts different from or in addition to the facts which such Person now knows or believes to be true with respect to the subject matter of this Agreement, but that the Parties intend that the general releases herein given shall be and remain in full force and effect, notwithstanding the discovery of any such different or additional facts and (iii) it has been informed of, and that such Party is familiar with, Section 1542 of the Civil Code of the State of California, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT

TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” Each of Buyer, for itself and the Company, their respective Affiliates, successors, heirs and executors, and Seller, for itself and on behalf of its respective Affiliates, successors, heirs and executors, hereby waives and relinquishes (x) all rights and benefits such Person has or may have under Section 1542 of the Civil Code of the State of California, to the full extent that such Person may lawfully waive all such rights and benefits pertaining to the subject matters of this Agreement and (y) any similar or comparable protections afforded by any case law or statutes of similar import, whether such laws are in the United States or elsewhere in the world. The Parties acknowledge that this Section 4.10 is not an admission of liability or of the accuracy of any alleged fact or claim.

4.11    Tax Matters

(a)    Tax Return Preparation. Buyer and Seller acknowledge and agree that the Company is treated as an entity disregarded as separate from Seller for U.S. federal income tax purposes and that the income and activities of the Company are considered income and activities of NCI Group, Inc., a Nevada corporation, for U.S. federal income tax purposes until the Closing. Seller shall timely file (or cause to be timely filed) all Tax Returns of the Company or with respect to the Business for all Pre-Closing Tax Periods that are required to be filed on or before the Closing Date (taking into account any available extensions) consistent with the past practice of the Business, except as otherwise required by applicable Law, and will remit any Taxes due with respect to such Tax Returns.

(b)    Seller Transaction Expenses; Transfer Taxes. Tax deductions or Tax credits attributable to Seller Transaction Expenses shall be allocated to a Pre-Closing Tax Period and be for Seller’s account to the maximum amount allowable by law. All transfer, documentary, sales, use, stamp, recording, value added, registration and other similar Taxes and all conveyance fees, recording fees and other similar charges (all including penalties, interest and other charges with respect thereto, collectively “Transfer Taxes”) payable in connection with the transfer of the Transferred Assets to the Company and the purchase and sale of the Interests will be borne by Buyer; provided that the Parties shall use their respective commercially reasonable efforts to effect such transactions in the most Transfer Tax-efficient manner possible (but in any event in compliance with applicable Law). Buyer and Seller shall cooperate with each other and, as required by applicable Law, join in the execution of all necessary Tax Returns and other documentation with respect to any such Taxes.

(c)    Tax Contests. If, prior to the determination of the Final Closing Statement, any Governmental Entity issues to the Company a notice of deficiency, a notice of reassessment, a proposed adjustment, an assertion of claim or demand or a notice of its intent to audit, examine or conduct another proceeding with respect to Taxes or Tax Returns of the Company for any item relevant to the determination of the Final Cash Consideration (collectively, a “Tax Claim”), Buyer shall notify Seller of receipt of such Tax Claim from the Governmental Entity promptly and in all events within five Business Days. Seller shall have the right, at its sole cost and expense, to control any audit, litigation, proceeding or contest of any such Tax Claim (a “Tax Contest”); provided that to the extent such Tax Contest is reasonably expected to result in any Tax in respect of the Company for which Buyer or the Company would be responsible, (i) Buyer shall have the right to participate in any such Tax Contest, (ii) Seller shall keep Buyer reasonably informed of the status of such Tax Contest (including providing Buyer with copies of all material

written correspondence regarding such Tax Contest), and (iii) Seller shall not settle any Tax Contest without Buyer’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

(d)    Refunds. Except to the extent (i) such refunds were taken into account in Closing Indebtedness or Closing Net Working Capital, (ii) resulting from the carryback to a Pre-Closing Tax Period of any tax attribute generated in a taxable period (or portion thereof) following the Closing Date or (iii) attributable to Taxes that were not paid by the Company prior to the Closing Date and that were not reflected in Closing Indebtedness, Closing Net Working Capital or Seller Transaction Expenses, any Tax refund (whether received in cash or applied as an overpayment credit against another Tax liability) arising in or attributable to a Pre-Closing Tax Period (including the portion of any Straddle Period ending on the Closing Date) shall be for the benefit of Seller. Buyer shall pay the amount of any such Tax refund, net of any reasonable out-of-pocket expenses and Taxes borne by Buyer that are allocable or attributable to obtaining such Tax refund or overpayment credit, to Seller within 10 days after Buyer receives such Tax refund (or, in the case of an overpayment credit, within 10 days after the filing of the Tax Return applying such overpayment credit against another Tax liability). In the event that any refund of Taxes for which Buyer has made a payment to Seller under this Section 4.11(d) is subsequently reduced or disallowed, Seller shall pay to Buyer the amount of such reduction or disallowance, net of any reasonable out‑of‑pocket expenses borne by Seller. Any payments pursuant to this Section 4.11(d) shall be treated as an adjustment to the Final Cash Consideration for Tax purposes.

(e)    Certain Actions. Notwithstanding anything herein to the contrary, Buyer or any of its Affiliates shall not (i) file any amended Tax Returns of the Company for any Pre-Closing Tax Period (including any Straddle Period), (ii) initiate any voluntary disclosure proceedings for any Pre-Closing Tax Period (including any Straddle Period), or (iii) make any Tax election or take any other action that has the effect of increasing the amount of Taxes attributable to any Pre-Closing Tax Period (including the portion of any Straddle Period ending on the Closing Date), in each case without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed).

(f)    Responsible Person. No later than 60 days following the Closing Date, Buyer shall deliver to the IRS a duly completed and executed IRS Form 8822-B with respect to the responsible person for the Company in the form attached hereto as Exhibit G.

(g)    Cooperation. Buyer and Seller shall (and shall cause their respective Affiliates to) (i) provide the other party and its Affiliates with such assistance as may be reasonably requested in connection with the Tax matters of the Company with respect to the Pre-Closing Tax Periods and (ii) retain for a period of seven (7) years after the Closing Date (and provide the other party and its Affiliates with reasonable access to) all records or information which may be relevant to such Tax matters of the Company; provided that the foregoing shall be done in a manner so as not to interfere unreasonably with the conduct of the business of the parties.

4.12    Reserved

4.13    Worker Adjustment and Retraining Notification. Buyer shall not, and shall cause the Company not to, take any action following the Closing Date that could result in WARN Act liability for Seller.

4.14    Pre-Closing Reorganization. Prior to the Closing, on the terms and subject to the conditions set forth herein, Seller and its Affiliates will consummate the Pre-Closing Reorganization. All of the documentation to be executed and delivered in connection with the Pre-Closing Reorganization shall be in form and substance reasonably acceptable to Buyer.

4.15    Commingled Contracts. Buyer acknowledges that Seller and its Affiliates are, as of the Execution Date, parties to certain Contracts that relate to both the Business and other businesses of Seller and its Affiliates (other than the Company) that are material to the continuing operation of the Business and are set forth in Section 4.15 of the Seller Disclosure Letter (such Contracts, the “Commingled Contracts”). Prior to the Closing and for a period of 12 months after the Closing, Seller shall, and shall cause its Affiliates to, assist Buyer, as Buyer reasonably requests, and use their respective commercially reasonable efforts to either (a) establish replacement contracts, contract rights, bids, purchase orders or other agreements with respect to the Business between the Company and any third party which is a counterparty to a Commingled Contract, (b) assign the rights and obligations under such Commingled Contract Related to the Business to the Company (or such person as Buyer nominates) or (c) establish reasonable and lawful arrangements designed to provide the Company (or such person as Buyer nominates) the rights and obligations under such Commingled Contract related to the Business; provided, however, that Seller makes no representation or warranty that any third party will agree to enter into any such Contract, contract right, bid, purchase order or other agreement with the Company on the existing terms of the applicable Commingled Contract or at all. Notwithstanding anything contained in this Section 4.15 to the contrary, none of Buyer, Seller or any of their respective Affiliates shall be required to expend money (excluding the cost of Seller’s and its Affiliates’ and their respective employees’ time and efforts), commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party to fulfill its obligation under this Section 4.15.

4.16    Wrong Pockets

(a)    If, following the Closing and prior to the one-year anniversary of the Closing, Buyer or the Company (i) except to the extent reflected or otherwise taken into account in the Final Cash Consideration, receives a payment with respect to an Excluded Asset or (ii) becomes aware that it owns any Excluded Asset, Buyer shall or shall cause the Company or its Subsidiaries to promptly inform Seller of that fact in writing. Thereafter, at the request of Seller, Buyer shall undertake (and Seller shall reasonably cooperate with Buyer), as applicable, (A) to promptly reimburse and/or cause the Company or its Subsidiaries to reimburse Seller or the relevant Affiliate (excluding the Company) of Seller the amount referred to in clause (i) above or (B) to promptly execute and/or cause the Company to execute such documents as may be reasonably necessary to procure the transfer of any such Excluded Asset to Seller or an Affiliate of Seller.

(b)    If, following the Closing and prior to the one-year anniversary of the Closing, Seller or any Affiliate of Seller (other than the Company) (i) receives a payment with respect to any Transferred Asset or (ii) becomes aware that it owns any Transferred Asset, Seller shall, or shall cause such Affiliate (other than the Company) of Seller to, promptly inform Buyer of that fact in writing. Thereafter, at the request of Buyer, Seller shall undertake (and Buyer shall reasonably cooperate with Seller), as applicable, (A) to promptly reimburse and/or cause its relevant Affiliate (other than the Company) to reimburse the Company the amount referred to in clause (i) above or (B) to promptly execute and/or cause the relevant Affiliate (other than the

Company) of Seller to execute such documents as may be reasonably necessary to procure the transfer of any such Transferred Asset to the Company.

4.17    Affiliate Agreements. Prior to the Closing, Seller shall cause all Affiliate Contracts to be settled or terminated without any Liability on the part of the Company (following the Closing), Buyer or any of its Affiliates (including Liability arising from such termination), except for this Agreement, any Commingled Contracts, the Ancillary Agreements and those contracts or other transactions set forth on Section 4.17 of the Seller Disclosure Letter.

4.18    Transition Planning. From and following the Execution Date, Seller shall, and shall cause the Company to, use commercially reasonable efforts to develop a mutually agreed transition plan with Buyer, and following the development of any such plan, the Parties shall use their respective commercially reasonable efforts to execute such plan.

4.19    Use of Seller Marks. Buyer acknowledges and agrees that (a) Seller and its Affiliates (other than the Company) are retaining all rights, title and interest in and to the Seller Marks and (b) except as provided in the following sentence, neither Buyer nor any of its Affiliates (including, following the Closing, the Company) will have any right to use any of the Seller Marks. As soon as reasonably practicable after the Closing Date, but in any event within 90 days after the Closing Date (the “Transitional Period”), Buyer shall, and shall cause its Affiliates (including the Company) to, cease all use of Seller Marks, including by removing the Seller Marks from (i) any and all exterior signs and other identifiers located on or attached to any property, buildings, vehicles, signs or premises used in connection with the Business, (ii) all letterhead, envelopes, invoices, supplies, labels, product packaging and inserts, websites, promotional materials, marketing collateral, advertisements and other communications media or materials of any kind used in the Business, other than such items owned or possessed by Buyer or its Affiliates that are part of any such Person’s internal records with respect to periods prior to the conclusion of the Transitional Period and are not available to non-Affiliates of Buyer (collectively, “Business Materials”) and (iii) any corporate name of, or trade name used by, the Company. Buyer and its Affiliates (including the Company) (A) shall use their reasonable best efforts to ensure that all products and services provided by them in connection with the Seller Marks (and all Business Materials containing a Seller Mark) during the Transitional Period are of a level of quality equal to or greater than the quality of goods and services with respect to which Seller and its Affiliates used the Seller Marks prior to the Closing, (B) shall use the Seller Marks during the Transitional Period only in the same form and manner as they were used in the Business immediately prior to the Closing, (C) shall not modify the Seller Marks or any Business Materials containing the Seller Marks in any respect and (D) at Seller’s reasonable request, shall provide appropriate documentation to confirm compliance with the foregoing. Buyer and its Affiliates (including the Company) agree that all goodwill arising from any use of the Seller Marks by Buyer or its Affiliates (including the Company) will inure solely to the benefit of Seller and its Affiliates.

4.20    Further Assurances. Prior to, on and after the Closing, the Parties shall execute and deliver, or shall cause to be executed and delivered, such documents and other instruments and shall take, or shall cause to be taken, such further actions as may be reasonably required to carry out the provisions of this Agreement and give effect to the Transactions.

4.21    Indebtedness; Title Insurance; Release of Liens

(a)    Seller shall arrange for the Company to be released, prior to or at the Closing, from all obligations (including all guarantee and collateral obligations) under any indebtedness in the nature of borrowings or other credit support arrangements of Seller or its Subsidiaries (other than the Company) pursuant to customary documentation (including documentation to release any Liens relating thereto), as applicable, reasonably acceptable to Buyer.

(b)    Prior to or at the Closing, Seller shall (i) deliver or shall cause to be delivered reasonable and customary affidavits and other similar instruments as are reasonably required by Buyer’s title company (in each case to the best of the affiant’s or other maker’s knowledge and belief and without any personal Liability to the individual signatory or any other Liability that will not be an Assumed Liability) for the deletion of any standard printed exceptions in Buyer’s title insurance policies (other than Permitted Liens), (ii) arrange for the release of any Liens arising out of any monetary obligations incurred by Seller or any of its Affiliates (including outstanding mortgages, tax liens, judgments, or any other Lien that can be satisfied by the payment of a fixed amount of money) from the Transferred Assets, except to the extent constituting a Permitted Lien or an Assumed Liability hereunder, (iii) use commercially reasonable efforts (at Seller’s expense) to remove or clear any other Liens (other than Permitted Liens) of record with respect to the Owned Real Property in order to obtain affirmative coverage from a title company over the same, (iv) use commercially reasonable efforts (at Seller’s expense) to ensure that good and valid title to the Owned Real Property is vested in the Company, and (v) use commercially reasonable efforts (at Seller’s expense) to remove or clear any other Liens (other than Permitted Liens) of record with respect to the Transferred Assets that Buyer reasonably requests. Notwithstanding any requirement in this Section 4.21(b) for an action to be taken prior to or at the Closing, the failure of such covenants to have been fully performed shall not be deemed to cause the conditions set forth in Section 5.2(b) or Section 5.2(c) to fail to be satisfied and, to the extent such covenants are not fully performed prior to the Closing, such covenants shall survive the Closing for a period of one year. For the avoidance of doubt, obtaining a title insurance policy in respect of the Owned Real Property shall not be a condition to the obligations of any Party to consummate the Transactions.

4.22    Insurance

(a)    For Losses that are Assumed Liabilities related to any claim or demand by a third Person (whether arising prior to or following the Closing Date), and for which rights, if any, to insurance benefits and proceeds are Transferred Insurance Rights, subject to Section 4.22(b), Seller shall and shall cause its Affiliates to: (i) if reasonably requested by Buyer, notify the applicable insurers and seeking their acknowledgment or consent to the Transfer of the Transferred Insurance Rights; (ii) following the Closing, at Buyer’s written request, promptly make claims under such policies with respect to such Losses; provided, that Seller shall allow Buyer and the Company a reasonable opportunity to participate in the claim process, with its own counsel and at its own expense; (iii) provide reasonable assistance to Buyer in connection with the tendering of such claims to the applicable insurers under such insurance policies, including providing Buyer with a copy of the applicable policy following the request of Buyer, which policies shall not be disclosed to any third Person without Seller’s prior written consent (which shall not be unreasonably withheld, delayed or conditioned); (iv) not accept or settle any such claims without the prior written consent of Buyer (which shall not be unreasonably withheld, delayed or conditioned); and (v) promptly remit to Buyer any recoveries with respect to any such claims under such insurance policies (in excess of the amount of any Insurance-

Triggered Liabilities to the extent then determined and remaining unpaid by Buyer as of the time of such remission).

(b)    Buyer acknowledges that such policies, as well as other policies issued to Seller and/or its Affiliates, are or may be subject to various limitations, including self-insurance features, retrospectively-rated premiums, insurer insolvencies, impairment, erosion, exhaustion, and various settlements and/or releases that may impose defense, indemnification or other obligations on Seller or its Affiliates. Buyer further acknowledges that, if Buyer’s assertion of insurance rights that are Transferred Insurance Rights gives rise to any obligations (other than de minimis obligations) of Seller or its Affiliates, including any such obligations arising under any self-insurance features, such as deductibles, retentions, retrospectively-rated premiums or increases in premiums for the year following the year in which any such claims were paid by the applicable insurers to the extent Seller can demonstrate that the amount of any such increased premiums was attributable to such claims, or to any defense or indemnification obligations related to insurance settlement(s), such obligations shall be considered Assumed Liabilities (the “Insurance-Triggered Liabilities”). Seller does not represent, warrant, or covenant that (i) any such insurance policies will provide coverage for any claims reported after the Closing that Buyer may elect to make, or (ii) insurers of such policies will not wrongfully refuse to honor any such claims. For the avoidance of doubt, Seller or its Affiliates shall not be obligated to commence or prosecute any Actions against any insurance carrier under any insurance policies, notwithstanding whether any such insurance policies potentially provides coverage to the Buyer, the Company, or any of their respective Affiliates.

4.23    Non-Solicitation

(a)    During the one-year period following the Closing Date, neither Seller nor any of its Affiliates shall, directly or indirectly, for itself or any other person (i) induce or attempt to induce any individual set forth on Section 4.23 of the Seller Disclosure Letter to leave his or her employment with Buyer or its Affiliates (including the Company), or (ii) solicit for employment, employ, or otherwise engage as an employee, independent contractor, or otherwise, any individual set forth on Section 4.23 of the Seller Disclosure Letter; provided that the restrictions in clauses (i) and (ii) shall not apply to any general solicitation directed at the public in general or not specifically directed toward employees of Buyer or its Affiliates (including the Company) (including by a recruiter or search firm) or to any hiring that results from such solicitation.

(b)    During the one-year period following the Closing Date, neither Buyer nor any of its Affiliates (including the Company) shall, directly or indirectly, for itself or any other person (i) induce or attempt to induce any employee of Seller or its Affiliates or (unless terminated by Seller or its Affiliates) former employee of Seller or its Affiliates who came in contact with or first became known to Buyer and its Affiliates in connection with its consideration of the Transactions, to leave his or her employment with Seller or its Affiliates, or (ii) solicit for employment, employ, or otherwise engage as an employee, independent contractor, or otherwise, any employee of Seller or its Affiliates or (unless terminated by Seller or its Affiliates) former employee of Seller or its Affiliates who came in contact with or first became known to Buyer and its Affiliates in connection with its consideration of the Transactions; provided that the restrictions in clauses (i) and (ii) shall not apply to any general solicitation directed at the public in general or not specifically directed toward employees of Seller or its Affiliates (including by a recruiter or search firm) or to any hiring that results from such solicitation.

(c)    Each Party agrees that the covenants set forth in this Section 4.23 are reasonable with respect to its duration and scope. In the event of breach by either Party or any of its Affiliates of the covenants set forth in this Section 4.23, as determined by agreement among the Parties hereto or by arbitrators or by a court of competent jurisdiction, the term of such covenant shall be extended by the period of the duration of such breach. The Parties intend that the covenants set forth in this Section 4.23 shall be enforced to the fullest extent permissible under the Laws of any applicable jurisdiction, and acknowledge that these covenants are required and appropriate in scope and duration for the adequate protection of the businesses of each Party and its Affiliates and to induce the Parties to enter into this Agreement and to consummate the Transactions. If any provision of this Section 4.23 shall be illegal, invalid or unenforceable in any jurisdiction in which enforcement is sought, then in such jurisdiction only, such provision shall be ineffective to the extent of such illegality, invalidity or unenforceability, without affecting in any way the remaining provisions of this Section 4.23, and without rendering such provision illegal, invalid or unenforceable in any other jurisdiction. If, however, any provision of this Section 4.23 shall be illegal, invalid or unenforceable in any jurisdiction in which enforcement is sought because the scope of such provision is excessive or more restrictive than permitted by the Law of such jurisdiction, then in such jurisdiction only, the scope of such provision shall be limited to the minimum extent necessary (and without limiting the scope of such provision in any other jurisdiction) to render such provision valid, legal and enforceable to the greatest extent permitted under the Law of such jurisdiction.

4.24    Exclusivity. From the date of this Agreement until the Closing or the earlier termination of this Agreement (the “Exclusivity Period”), Seller shall not (and Seller shall not permit their respective Affiliates or any of their or their Affiliates’ representatives to) directly or indirectly: (a) solicit, initiate, or encourage the submission of any proposal or offer from any person relating to, or enter into or consummate any transaction relating to, any business combination with, recapitalization of, or acquisition of all or a significant portion of, or any material equity interest in, the Company, the Business or any portion thereof, or any similar transaction (excluding, for the avoidance of doubt, the transactions contemplated by the CD&R Merger Agreement and any other transaction involving a change of control of Seller) (each, an “Alternate Transaction”), or (b) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek an Alternate Transaction, and shall terminate any such discussions or negotiations as of the date hereof. Seller shall notify Buyer immediately if any person makes any proposal, offer, inquiry or contact with respect to an Alternate Transaction (whether solicited or unsolicited) during the Exclusivity Period.

4.25    Transition Services Agreement. From time to time after the Execution Date, Buyer and Seller shall cooperate in good faith to discuss and agree to mutually acceptable supplements to any schedules, annexes or exhibits to the form of the Transition Services Agreement attached hereto as Exhibit C (including with respect to any additional services to be provided thereunder); provided that the Transition Services Agreement in substantially the form attached hereto as Exhibit C (with such changes as may be mutually agreed prior to the Closing by Buyer and Seller) shall be the operative Transition Services Agreement entered into by the Parties as of the Closing, except to the extent that such supplements are mutually agreed by Buyer and Seller prior to the Closing, in which event such Transition Services Agreement as supplemented by such agreed supplements shall be the operative Transition Services Agreement entered into by the Parties as of the Closing.

4.26    Employee Leasing. Prior to the Closing, Buyer shall use reasonable best efforts to establish payroll and benefits services to support the Transferred Business Employees; provided, however, that if the Closing is reasonably expected to occur prior to June 15, 2022 and such services are not reasonably expected to be established by such date despite such efforts, then prior to the Closing, Seller and Buyer shall cooperate in good faith and use reasonable best efforts to agree on the terms of a separate agreement to be entered into among Seller and the Company at the Closing pursuant to which Seller will continue to employ the Transferred Business Employees and be solely responsible, at the Buyer’s or the Company’s expense, for the provision of compensation and benefits to the Transferred Business Employees, in each case during the period between the Closing Date and the earlier of (a) June 15, 2022 and (b) the one month anniversary of the Closing Date (such earlier date, to the extent applicable, the “Delayed Employment Commencement Date”). Such agreement shall be in form and substance reasonably satisfactory to Seller and Buyer.

ARTICLE V

CONDITIONS

5.1    Conditions to Each Party’s Obligation to Consummate the Transactions. The obligation of each Party to consummate the Transactions is subject to the satisfaction or waiver in writing by Buyer and Seller, at or prior to the Closing, of each of the following conditions:

(a)    HSR Approval. (i) The waiting period (and any extension thereof) applicable to the consummation of the Transactions under the HSR Act or any other Antitrust Laws shall have expired or been earlier terminated and (ii) any timing agreement(s) with a Governmental Entity applicable to the consummation of the Transactions shall have expired or otherwise not prohibit consummation of the Transactions.

(b)    Orders and Litigation. No court, arbitrator, mediator or other Governmental Entity of competent jurisdiction shall have enacted, enforced, entered, issued or promulgated any Order or Law (whether temporary, preliminary or permanent) that is in effect and has the effect of (i) making the Transactions illegal or otherwise prohibiting consummation of the Transactions or (ii) causing the Transactions to be rescinded following their consummation, nor shall any proceeding by any Governmental Entity seeking the foregoing be pending.

(c)    Pre-Closing Reorganization. The Pre-Closing Reorganization shall have been completed.

5.2    Conditions to Obligation of Buyer. The obligation of Buyer to consummate the Transactions is also subject to the satisfaction or waiver in writing by Buyer at or prior to the Closing of the following conditions:

(a)    Representations and Warranties of Seller.

(i)    The Seller Fundamental Representations that are qualified by materiality qualifiers, including “Material Adverse Effect,” shall be true and correct in all respects as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date).

(ii)    The Seller Fundamental Representations that are not qualified by materiality qualifiers, including “Material Adverse Effect,” shall be true and correct in all but de minimis respects as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date).

(iii)    The other representations and warranties of Seller set forth in Article II shall be true and correct (without giving effect to any materiality qualifiers, including “Material Adverse Effect” (other than materiality qualifiers describing the required contents of a section or subsection of the Seller Disclosure Letter, which shall not be disregarded), contained therein) as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of any such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b)    Performance of Obligations of Seller. Seller shall have performed and complied in all material respects with all covenants required to be performed by it under this Agreement on or prior to the Closing Date.

(c)    Closing Certificate. Buyer shall have received at the Closing a certificate signed on behalf of Seller by a duly authorized officer of Seller (solely in his or her capacity as such and not in his or her personal capacity, and without personal liability), certifying that the conditions set forth in Section 5.2(a) and Section 5.2(b) have been satisfied.

(d)    Closing Documents. Buyer shall have received at the Closing the items set forth in clauses (i) through (iv) of Section 1.3(a) (subject to Section 4.25 with respect to the Transition Services Agreement).

5.3    Conditions to Obligations of Seller. The obligation of Seller to consummate the Transactions is also subject to the satisfaction or waiver in writing by Seller at or prior to the Closing of the following conditions:

(a)    Representations and Warranties.

(i)    The representations and warranties of Buyer set forth in Section 3.1 (Organization, Good Standing and Qualification) and Section 3.2 (Authority; Approval) shall be true and correct in all respects as of the Execution Date and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date).

(ii)    The other representations and warranties of Buyer contained in Article III shall be true and correct (without giving effect to any materiality qualifiers, including “Material Adverse Effect,” contained therein) as of the Execution Date and as of the Closing Date as though made on and as of such date and time (except to the extent that any such representation and warranty speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of any such representation and warranty to be so true and correct would not, individually or in the

aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of Buyer to consummate the Transactions.

(b)    Performance of Obligations of Buyer. Buyer shall have performed and complied in all material respects with each of the covenants required to be performed by it under this Agreement on or prior to the Closing Date.

(c)    Closing Certificate. Seller shall have received at the Closing a certificate signed on behalf of Buyer by a duly authorized officer of Buyer (solely in his or her capacity as such and not in his or her personal capacity, and without personal liability), certifying that the conditions set forth in Section 5.3(a) and Section 5.3(b) have been satisfied.

(d)    Closing Documents. Seller shall have received at the Closing the items set forth in Section 1.3(b) (subject to Section 4.25 with respect to the Transition Services Agreement).

5.4    Frustration of Closing Conditions. A Party may not rely on the failure of any condition set forth in Section 5.1, Section 5.2 or Section 5.3, as the case may be, to be satisfied if such failure was due to the failure of such Party to perform any of its obligations under this Agreement.

ARTICLE VI

TERMINATION

6.1    Termination. This Agreement may be terminated at any time prior to the Closing:

(a)    by written agreement of Buyer and Seller;

(b)    by either Buyer or Seller, by giving written notice of such termination to the other Party, if:

(i)    the Closing shall not have occurred on or prior to 5:00 p.m. (New York time) on October 10, 2022 (the “Initial Outside Date”); provided, that (x) if on the Initial Outside Date all of the conditions to the Closing, other than the conditions set forth in Section 5.1(a) or Section 5.1(b) (but for the purposes of Section 5.1(b), only to the extent related to the approvals described in Section 5.1(a)), shall have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing), then the Initial Outside Date may be extended by either Party to the date that is 90 days after the Initial Outside Date (the “First Extended Outside Date”) upon delivery of written notice to the other Party no later than three Business Days prior to the Initial Outside Date, and (y) if on the First Extended Outside Date, all of the conditions to the Closing, other than the conditions set forth in Section 5.1(a) or Section 5.1(b) (but for the purposes of Section 5.1(b), only to the extent related to the approvals described in Section 5.1(a)), shall have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing), then the First Extended Outside Date may be extended by either Party to the date that is 90 days after the First Extended Outside Date (the “Second Extended Outside Date”) upon delivery of written notice to the other Party no later than three Business Days prior to the First Extended Outside Date; provided, further, that the right to terminate this Agreement pursuant to this Section 6.1(b)(i) shall not be available to any Party that has breached in any material respect its obligations under this Agreement in any manner that shall have

proximately contributed to the failure of the Closing to have occurred on or prior to the Outside Date; or

(ii)    any Order permanently restraining, enjoining or otherwise prohibiting the consummation of the Transactions shall become final and non-appealable; provided, that the right to terminate this Agreement pursuant to this Section 6.1(b)(ii) shall not be available to any Party that has breached in any material respect its obligations under this Agreement, including Section 4.3 (Regulatory Filings/Approvals), in any manner that proximately contributed to such Order becoming final and non-appealable;

(c)    by Seller if Buyer shall have breached or failed to perform in any material respect any of its covenants or other agreements contained in this Agreement, or any of its representations and warranties shall have become untrue after the Execution Date, which breach or failure to perform or be true (i) would give rise to the failure of a condition set forth in Section 5.3(a) or Section 5.3(b) and (ii) is not curable or, if curable, is not cured within the earlier of (A) 30 days after written notice thereof is given by Seller to Buyer and (B) the Outside Date; provided, that Seller shall not have the right to terminate this Agreement pursuant to this Section 6.1(c) if Seller is then in material breach of any of its representations, warranties, covenants or other agreements hereunder such that it would give rise to the failure of a condition set forth in Section 5.2(a) or Section 5.2(b); or

(d)    by Buyer if Seller shall have breached or failed to perform in any material respect any of its covenants or other agreements contained in this Agreement, or any of its representations and warranties shall have become untrue after the Execution Date, which breach or failure to perform or be true (i) would give rise to the failure of a condition set forth in Section 5.2(a) or Section 5.2(b) and (ii) is not curable or, if curable, is not cured within the earlier of (A) 30 days after written notice thereof is given by Buyer to Seller and (B) the Outside Date; provided, that Buyer shall not have the right to terminate this Agreement pursuant to this Section 6.1(d) if Buyer is then in material breach of any of its representations, warranties, covenants or other agreements hereunder such that it would give rise to the failure of a condition set forth in Section 5.3(a) or Section 5.3(b).

6.2    Effect of Termination and Abandonment. In the event of termination of this Agreement pursuant to this Article VI, this Agreement shall become void and of no effect with no liability to any Person on the part of any Party (or of any of its representatives or Affiliates); provided, however, that (a) no such termination shall relieve any Party of any liability or damages to the other Party resulting from Fraud in connection with this Agreement or any knowing and intentional breach of this Agreement and (b) the provisions set forth in this Section 6.2, Article VII, Article VIII and the Confidentiality Agreement shall survive the termination of this Agreement.

ARTICLE VII

SURVIVAL; POST-CLOSING RECOURSE

7.1    No Survival. Other than the representations and warranties set forth in Section 2.21 and Section 3.10, which shall survive the Closing indefinitely, and except in the case of claims based on Fraud, the representations and warranties of Seller and Buyer contained in this Agreement shall not survive the Closing for any purpose, and thereafter there shall be no liability on the part of, nor shall any claim be made by, any Person in respect of such representations and

warranties. The covenants and agreements of the Parties contained in this Agreement required to be performed or fulfilled at or prior to the Closing shall terminate as of the Closing, and neither Party or any of its Affiliates or its or their respective representatives shall have any recourse against the other party or any of its Affiliates or its or their respective representatives with respect to such representations, warranties, covenants and agreements. The covenants and agreements contained in this Agreement that are to be performed after the Closing shall survive the Closing until performed in accordance with their respective terms, but not to exceed the applicable statute of limitations in the event of and with respect to a breach thereof.

7.2    No Recourse Against Seller. Without limiting the foregoing, except in the case of Fraud, following the Closing, Buyer shall have no recourse against Seller for any Losses resulting from a breach or inaccuracy of Seller’s representations and warranties contained in this Agreement.

ARTICLE VIII

MISCELLANEOUS AND GENERAL

8.1    Amendment; Waiver. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by both Buyer and Seller, or in the case of a waiver, by the Party granting the waiver. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof, or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law except as provided in Article VII.

8.2    Expenses. Except as otherwise provided in this Agreement and the Ancillary Agreements and whether or not the transactions contemplated by this Agreement and the Ancillary Agreements are consummated, all costs and expenses (including fees and expenses of counsel and financial advisors, if any) incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses.

8.3    Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. The Parties understand and agree that delivery of a signed counterpart signature page to this Agreement, any Ancillary Agreement or any amendment to this Agreement or any Ancillary Agreement by electronic mail in portable document format (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall constitute valid and sufficient delivery thereof and shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party to this Agreement or to any such agreement or instrument shall raise the use of electronic means to deliver a signature to this Agreement or any amendment hereto or the fact that any signature or agreement or instrument was transmitted or communicated through the use of electronic means as a defense to the formation of a contract and each Party hereto forever waives any such defense.

8.4    GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE

(a)    This Agreement, and all Actions (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by, and enforced in accordance with, the Laws of the State of Delaware, including its statutes of limitations, without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction (whether of the State of Delaware or any other jurisdiction) would be required thereby.

(b)    Each Party agrees that it shall bring any Action in respect of any claim based upon, arising out of or relating to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement exclusively in the Court of Chancery of the State of Delaware and the federal courts of the United States of America located in the State of Delaware (the “Chosen Courts”) and solely in connection with claims arising under or relating to this Agreement or any of the Ancillary Agreements (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to the laying of venue in any such Action in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party hereto and (iv) agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 8.5 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

(c)    EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY ANCILLARY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) IT MAKES THIS WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE ANCILLARY AGREEMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 8.4(c).

(d)    Irreparable damage would occur in the event that any covenant herein were not to be performed in accordance with its terms. Accordingly, each Party shall be entitled to seek one or more injunctions to prevent any breach of covenant and to enforce specifically this Agreement in the Chosen Courts, in addition to any other remedy to which such Party may be entitled at law or in equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction (and the other Party hereby waives such requirement).

8.5    Notices. All notices and other communications to be given or made hereunder shall be in writing and shall be deemed to have been duly given or made on the date of delivery

to the recipient thereof if received prior to 5:00 p.m. in the place of delivery and such day is a Business Day in the place of delivery (or otherwise on the next succeeding Business Day) if (a) served by personal delivery or by an internationally recognized overnight courier to the Person or entity for whom it is intended, (b) delivered by registered or certified mail, return receipt requested, or (c) sent by email, as provided in this Section 8.5; provided that the email is confirmed orally or in writing by the recipient thereof (excluding out-of-office replies or other automatically generated responses):

To Buyer:
	BlueScope Steel North America Corporation
	1540 Genessee Street
	Kansas City, MO 64102
	Email:	mishca.waliczek@bluescope.com
	Attn:	Mishca Waliczek
With a copy to:
	K&L Gates LLP
	70 West Madison Street, Suite 3100
	Chicago, IL 60602
	Email:	mark.mcmillan@klgates.com;
		michelle.mccreery@klgates.com
	Attn:	D. Mark McMillan; Michelle R. McCreery
To Seller:
	Cornerstone Building Brands, Inc.
	5020 Weston Parkway, Suite 400
	Cary, North Carolina 27513
	Email:	alan.strassner@cornerstone-bb.com;
		alena.brenner@cornerstone-bb.com
	Attn:	Alan M. Strassner; Alena S. Brenner
With a copy to:
	Sullivan & Cromwell LLP
	125 Broad Street
	New York, NY 10004
	Email:	sawyerm@sullcrom.com
	Attn:	Melissa Sawyer

or to such other Person or addressees as may be designated in writing by the Party to receive such notice as provided above; provided, however, that copies shall be provided to outside counsel for convenience only, such copies shall not, in and of themselves, constitute notice and the failure to provide any such copy shall not alter the effectiveness of any notice or other communication otherwise duly made or given.

8.6    Entire Agreement. This Agreement (including any exhibits or schedules hereto), the Ancillary Agreements and the Confidentiality Agreement constitute the entire agreement and supersede all other prior agreements, understandings, representations and warranties, both written and oral, among the Parties, with respect to the subject matter hereof.

8.7    No Third-Party Beneficiaries. Except as provided in Section 4.8 (Indemnification), Section 4.10 (Releases) and Section 8.10 (Waiver of Conflicts Regarding Representations; Non-Assertion of Attorney-Client Privilege) only, there shall be no third-party beneficiaries of this Agreement, any Ancillary Agreement or any exhibit, annex or schedule hereto or thereto, and none of them shall confer on any Person other than the parties hereto and thereto any claim, cause of action, right or remedy.

8.8    Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority of competent jurisdiction to be invalid, void or unenforceable, or the application of such provision, covenant or restriction to any Person or any circumstance is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision, covenant or restriction to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application of such provision, in any other jurisdiction and the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

8.9    Interpretation; Construction

(a)    The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to an Annex, Exhibit, Section or Schedule, such reference shall be to an Annex, Exhibit, Section or Schedule to this Agreement unless otherwise indicated.

(b)    If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). The terms defined in the singular have a comparable meaning when used in the plural and vice versa. The rule known as the ejusdem generis rule shall not apply, and accordingly, general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. Currency amounts referenced herein are in U.S. Dollars. Any capitalized term used in any Schedule or Exhibit but not otherwise defined therein shall have the meaning given to it as set forth in this Agreement. All accounting terms used herein and not expressly defined herein shall have the meanings given

to them under GAAP. References to “written” or “in writing” include documents in electronic form or transmitted by email. A reference to information “made available,” “provided,” “delivered” or “disclosed” to Buyer shall mean that such information was, as of 11:59 a.m. on the day prior to the Execution Date, (i) contained in the “Project Coyote” virtual data room administered by or on behalf of Seller and hosted by Datasite in connection with the transactions contemplated by this Agreement (the “Data Room”) and actually viewable by Buyer or (ii) actually (including electronically) delivered or provided to Buyer or any of its Representatives.

(c)    Except as otherwise specifically provided herein, all references in this Agreement to any Law include the rules and regulations promulgated thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time, and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and shall also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any Law shall be deemed to refer to such Law as amended as of such date. Any agreement or instrument referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent, and all attachments thereto and instruments incorporated therein.

(d)    Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.

(e)    Each representation, warranty, covenant and condition herein shall be given full, separate and independent effect. The provisions hereof are cumulative. A more specific provision shall not limit the applicability of any other, more general, provision unless otherwise expressly provided herein.

(f)    The Parties drafted this Agreement jointly through the exchange of drafts hereof, so there shall be no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

(g)    Neither the specification of any dollar amount in any representation or warranty contained in this Agreement nor the inclusion of any specific item in any Schedule is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no Party shall use the fact of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the Parties as to whether any obligation, item or matter not described herein or included in any Schedule is or is not material for purposes of this Agreement. Neither the specification of any item or matter in any representation or warranty contained in this Agreement nor the inclusion of any specific item in any Schedule is intended to imply that such item or matter, or other items or matters, is or is not in the ordinary course of business, and no Party shall use the fact of the setting forth or the inclusion of any specific item or matter in any dispute or controversy between the Parties as to whether any obligation, item or matter not described herein or included in any Schedule is or is not in the ordinary course of business for purposes of this Agreement.

(h)    Seller has or may have set forth certain information in the Seller Disclosure Letter. The fact that any item of information is disclosed in any section or subsection of the Seller Disclosure Letter shall be deemed disclosure with respect to any other section or subsection to which the relevance of such item is reasonably apparent on its face.

8.10    Waiver of Conflicts Regarding Representations; Non-Assertion of Attorney-Client Privilege

(a)    Conflicts of Interest. Buyer acknowledges that Sullivan & Cromwell LLP (“Prior Company Counsel”) has, on or prior to the Closing Date, represented Seller, the Company and other Affiliates, and their respective officers, employees and directors (each such Person, other than the Company, a “Designated Person”) in one or more matters relating to this Agreement (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement) (each, an “Existing Representation”), and that, in the event of any post‑Closing matters (x) relating to this Agreement (including any matter that may be related to a litigation, claim or dispute arising under or related to this Agreement) and (y) in which Buyer or any of its Affiliates (including the Company), on the one hand, and one or more Designated Persons, on the other hand, are or may be adverse to each other (each, a “Post-Closing Matter”), the Designated Persons reasonably anticipate that Prior Company Counsel will represent them in connection with such matters. Accordingly, each of Buyer and the Company hereby (i) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any conflict of interest arising out of or relating to the representation by one or more Prior Company Counsel of one or more Designated Persons in connection with one or more Post-Closing Matters (the “Post-Closing Representation”) and (ii) agrees that, in the event that a Post-Closing Matter arises, Prior Company Counsel may represent one or more Designated Persons in such Post-Closing Matter even though the interests of such Person(s) may be directly adverse to Buyer or any of its Affiliates (including the Company), and even though Prior Company Counsel may have represented the Company in a matter substantially related to such dispute. Without limiting the foregoing, each of Buyer and the Company (on behalf of itself and its Affiliates) consents to the disclosure by Prior Company Counsel, in connection with one or more Post-Closing Representations, to the Designated Persons of any information substantially related to such Post-Closing Representations learned by Prior Company Counsel in the course of one or more Existing Representations, whether or not such information is subject to the attorney-client privilege of the Company or Prior Company Counsel’s duty of confidentiality as to the Company and whether or not such disclosure is made before or after the Closing.

(b)    Attorney-Client Privilege. Each of Buyer and the Company (on behalf of itself and its Affiliates) waives and shall not assert, and agrees after the Closing to cause its Affiliates to waive and to not assert, any attorney-client privilege, attorney work-product protection or expectation of client confidence with respect to any communication between any Prior Company Counsel, on the one hand, and any Designated Person or the Company, on the other hand, or any advice given to any Designated Person or the Company by any Prior Company Counsel, in each case to the extent related to one or more Existing Representations (collectively, “Pre-Closing Privileges”) in connection with any Post-Closing Representation, including in connection with a dispute between any Designated Person and one or more of Buyer, the Company and their respective Affiliates, it being the intention of the Parties hereto that all rights to such Pre-Closing Privileges, and all rights to waive or otherwise control such Pre-Closing Privileges, shall be retained by Seller, and shall not pass to or be claimed or used by Buyer or the Company, except as provided in the last sentence of this Section 8.10(b). Furthermore, each of Buyer and the

Company (on behalf of themselves and their respective Affiliates) acknowledges and agrees that any advice given to or communication with any of the Designated Persons to the extent related to an Existing Representation or a Post-Closing Representation shall not be subject to any joint privilege (whether or not the Company also received such advice or communication) and shall be owned solely by such Designated Persons. Notwithstanding the foregoing, in the event that a dispute arises between Buyer or the Company, on the one hand, and a third party other than a Designated Person, on the other hand, the Company may and shall (and shall cause its respective Affiliates to) assert to the extent available the Pre-Closing Privileges on behalf of the Designated Persons to prevent disclosure of Privileged Materials to such third party; provided, however, that such privilege may be waived only with the prior written consent of Seller, which consent shall not be unreasonably conditioned, withheld or delayed.

(c)    Privileged Materials. All such Pre-Closing Privileges, and all books and records and other documents of the Company to the extent containing any advice or communication that is subject to any Pre-Closing Privilege (“Privileged Materials”), shall be deemed excluded from the acquisition of the Interests, and shall be distributed to Seller (on behalf of the applicable Designated Persons) immediately prior to the Closing with (in the case of such books and records to the extent containing any Privileged Materials) no copies retained by the Company. Absent the prior written consent of Seller (which consent shall not be unreasonably conditioned, withheld or delayed), none of Buyer or, following the Closing, the Company, shall have a right of access to Privileged Materials. All Privileged Materials shall be delivered by the Company, as applicable, within 30 days of the Closing Date.

(d)    Miscellaneous. Buyer hereby acknowledges that it has had the opportunity (including on behalf of its Affiliates and the Company) to discuss and obtain adequate information concerning the significance and material risks of, and reasonable available alternatives to, the waivers, permissions and other provisions of this Agreement, including the opportunity to consult with counsel other than Prior Company Counsel. This Section 8.10 shall be irrevocable, and no term of this Section 8.10 may be amended, waived or modified without the prior written consent of Seller and Prior Company Counsel affected thereby.

8.11    Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, legal representatives and permitted assigns. No Party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement, by operation of Law or otherwise, without the prior written consent of the other Party, except that Buyer may assign any and all of its rights or obligations under this Agreement to one or more of its wholly owned Subsidiaries if such assignment would not reasonably be expected to prevent or materially delay the Closing and would not result in any materially greater cost or obligation being imposed upon Seller and its Affiliates than would otherwise be so imposed pursuant to this Agreement; provided, however, that in each case, no such assignment shall relieve Buyer of any of its obligations hereunder. Any purported assignment in violation of this Agreement is void.

8.12    Fulfillment of Obligations. Any obligation of any Party to any other Party under this Agreement, or any Party under any of the Ancillary Agreements, which obligation is performed, satisfied or fulfilled completely by an Affiliate of such Party, shall be deemed to have been performed, satisfied or fulfilled by such Party. With respect to any covenants or other obligations of any of Seller’s controlled Affiliates that are to be performed hereunder, Seller shall cause the applicable Person(s) to perform such covenants and other obligations, and shall be

responsible for any failure by such Person(s) to perform such covenants or other obligations, in each case, as set forth herein.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above.

CORNERSTONE BUILDING BRANDS, INC.
By:	/s/ Alena S. Brenner
	Name:	Alena S. Brenner
	Title:	Executive Vice President, General Counsel and Corporate Secretary
BLUESCOPE STEEL NORTH AMERICA CORPORATION
By:	/s/ Mischca Waliczek
	Name:	Mishca Waliczek
	Title:	General Counsel and Secretary

EXHIBIT A

DEFINITIONS

As used in this Agreement, the following terms have the meanings specified in this Exhibit A.

“Accountant” has the meaning set forth in Section 1.4(b)(v).

“Accounting Principles” means the policies, practices and procedures specified in Exhibit E attached hereto. For the avoidance of doubt, if there is a discrepancy between the policies, principles and methodologies set forth on Exhibit D and Exhibit E, the policies, principles and methodologies set forth on Exhibit E shall prevail.

“Accounts Receivable” means all trade accounts and notes receivable and other miscellaneous receivables of the Business as of the Closing arising out of the sale or other disposition of goods or services of the Business.

“Action” means any civil, criminal or administrative action, suit, demand, claim, complaint, litigation, investigation, review, audit, formal proceeding, arbitration, hearing or other similar dispute.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. As used in this definition, the term “controls” (including the terms “controlled by” and “under common control with”) means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through ownership of voting securities, by contract or otherwise. For the avoidance of doubt, (a) prior to the Closing, the Company shall not be an “Affiliate” of Buyer and (b) following the Closing, the Company shall not be an “Affiliate” of Seller.

“Affiliate Contract” means any Contract to which Seller and its Affiliates (including the Company) (in respect of the Business), on the one hand, and Seller or any of its Affiliates (other than the Company) (other than in respect of the Business), or any directors or officers of the Company or Seller or any of its Affiliates, on the other hand, are parties or are otherwise bound or affected, other than any employment, bonus, indemnity and similar arrangements with respect to directors or officers of the Company.

“Agreement” has the meaning set forth in the Preamble.

“Alternate Transaction” has the meaning set forth in Section 4.24.

“Ancillary Agreements” means the Instrument of Assignment, the Supply Agreements and the Transition Services Agreement.

“Antitrust Law” means any Law that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of a monopolization or restraint of trade or a lessening of competition, including the HSR Act.

“Assumed Liabilities” means all Liabilities to the extent relating to the Transferred Assets or Related to the Business, in each case, that are not Excluded Liabilities, including:

(a)    the Transferred Employee Liabilities;

(b)    any Liabilities related to or arising out of any Transferred Plans;

(c)    any Insurance-Triggered Liabilities (which may accrue or be incurred after the Closing Date);

(d)    all Liabilities arising under or relating to the Transferred Contracts;

(e)    all Liabilities arising out of or relating to any Transferred Intellectual Property;

(f)    all Liabilities for income Taxes of the Company for all post-Closing periods (or portions thereof) and any Transfer Taxes allocated to Buyer pursuant to Section 4.11(b);

(g)    all Liabilities for non-income Taxes of the Company and of Seller and its Affiliates with respect to the Business for all pre-Closing periods (or portions thereof) that are accrued as of the Closing to the extent reflected in the Net Working Capital, and for non-income Taxes of the Company for all post-Closing periods (or portions thereof);

(h)    all accounts payable of Seller or its Affiliates owed to suppliers and any other third parties to the extent relating to or arising out of the Business to the extent reflected in the Net Working Capital; and

(i)    all Liabilities to the extent arising from or relating to any Actions, pending or threatened and whether or not presently asserted, Related to the Business or relating to the Transferred Assets.

“Assumed CRU Rate” means 5% less than the CRU Midwest Monitor Index for Hot-Rolled Coil Steel, determined as of the second Wednesday of the month that is two months prior to the Closing Date.

“Bankruptcy and Equity Exception” has the meaning set forth in Section 2.3.

“Benefit Plan” means any benefit or compensation plan, program, policy, practice, agreement, contract, arrangement or other obligation, whether or not in writing and whether or not funded, in each case, that is sponsored or maintained by, or required to be contributed to, or with respect to which any potential liability is borne by Seller or its Affiliates (including the Company) for the benefit of Business Employees. Benefit Plans include, but are not limited to, “employee benefit plans” within the meaning of Section 3(3) of ERISA (“ERISA Plans”), employment, non-compete and/or non-solicit, consulting, retirement, severance, termination or change in control agreements, deferred compensation, equity-based, incentive, bonus, supplemental retirement, profit sharing, insurance, medical, welfare, fringe or other benefits or remuneration of any kind.

“Business” has the meaning set forth in the Recitals.

“Business Day” means any day other than (a) a Saturday or a Sunday or (b) a day on which banking and savings and loan institutions are authorized or required by Law to be closed in New York City or Cary, North Carolina.

“Business Employee” means each individual set forth in Section 2.10(d) of the Seller Disclosure Letter, as the same may be updated from time to time to reflect actions permitted under the terms of this Agreement or to correct inadvertent or unintended omissions.

“Business Materials” has the meaning set forth in Section 4.19.

“Buyer” has the meaning set forth in the Preamble.

“Buyer 401(k) Plan” has the meaning set forth in Section 4.7(d).

“Buyer Releasing Parties” has the meaning set forth in Section 4.10(a).

“CARES Act Deferred Payments” means all employer or employee payroll Taxes, other Taxes, or any other amounts, the payment of which is, in each case, deferred in accordance with the Coronavirus Aid, Relief and Economic Security Act, as signed into law by the President of the United States on March 27, 2020 or any other Order of a Governmental Entity in response to COVID-19.

“Cash” means, as of any specified time, all cash and cash equivalents required to be reflected as cash and cash equivalents on a balance sheet in accordance with the Accounting Principles (which may be a negative number); provided, that Cash shall (without duplication) (a) be increased by checks, drafts and other similar instruments in transit that have been received by, but not deposited into the bank accounts of, the Company (to the extent the respective amounts of such checks, drafts and instruments are not included in the calculation of Net Working Capital) and (b) be reduced by the aggregate amount of all checks, drafts and other similar instruments issued and outstanding but uncleared as of such time and pending electronic debits (to the extent the respective amounts of such checks, drafts, instruments and electronic debits are not included in the calculation of Net Working Capital).

“Change” means any event, fact, condition, circumstance, change, occurrence, development or effect.

“Chosen Courts” has the meaning set forth in Section 8.4(b).

“Closing” has the meaning set forth in Section 1.2.

“Closing Cash” has the meaning set forth in the definition of “Post-Closing Statement.”

“Closing Cash Consideration” means an amount equal to:

(a) $500 million; plus

(b) the Estimated Cash; plus

(c) an amount (which may be positive or negative) equal to the Estimated Net Working Capital, minus the Target Net Working Capital; plus

(d) an amount (which may be positive or negative) equal to the Estimated Steel Inventory Adjustment; minus

(e) the Estimated Indebtedness; minus

(f) the Estimated Seller Transaction Expenses.

“Closing Date” has the meaning set forth in Section 1.2.

“Closing Indebtedness” has the meaning set forth in the definition of “Post-Closing Statement.”

“Closing Net Working Capital” has the meaning set forth in the definition of “Post-Closing Statement.”

“Closing Seller Transaction Expenses” has the meaning set forth in the definition of “Post-Closing Statement.”

“Closing Steel Inventory Adjustment” has the meaning set forth in the definition of “Post-Closing Statement.”

“Code” means the Internal Revenue Code of 1986.

“Commingled Contract” has the meaning set forth in Section 4.15.

“company” includes any company, corporation or body corporate (including a limited liability company), wherever incorporated.

“Company” has the meaning set forth in the Recitals.

“Company Released Parties” has the meaning set forth in Section 4.10(a).

“Confidential Information” means any information relating to the business, financial or other affairs (including future plans and targets) of the Business; provided, however, that “Confidential Information” will not include any information that (a) is or becomes (other than as a result of disclosure by Seller in violation of this Agreement) generally available to, or known by, the public, (b) is independently developed by Seller without use of or reference to information that would be “Confidential Information” but for the exclusions set forth in this proviso or (c) is received by Seller from a third party not known by Seller after reasonable inquiry to be bound by a duty of confidentiality to the Company with respect to such information.

“Confidentiality Agreement” means that certain Confidentiality Agreement, dated as of January 18, 2022, by and between Seller and BlueScope Steel Limited, an Australian corporation.

“Contract” means any written agreement, undertaking, lease, license, contract, note, mortgage, indenture, arrangement or other written obligation.

“COVID-19” means the COVID-19 or SARS-CoV-2 virus, or any mutation or variation thereof or related health condition.

“COVID-19 Measures” has the meaning set forth in Section 4.1(c)(i).

“Current Assets” means the current assets of the Company net of reserves and allowances, which current assets shall include only the line items set forth on Exhibit D, calculated in accordance with the Accounting Principles, and no other assets. For the avoidance of doubt, Current Assets shall exclude Steel Inventory.

“Current Liabilities” means the current liabilities of the Company, which current liabilities shall include only the line items set forth on Exhibit D, calculated in accordance with the Accounting Principles, and no other liabilities.

“Data Room” has the meaning set forth in Section 8.9(b).

“Delayed Employment Commencement Date” has the meaning set forth in Section 4.26.

“Designated Person” has the meaning set forth in Section 8.10(a).

“Disclosed Affiliate Contract” has the meaning set forth in Section 2.19.

“Disputed Items” has the meaning set forth in Section 1.4(b)(v).

“Effective Time” has the meaning set forth in Section 1.2.

“Environmental Law” means any Law relating to (i) pollution, (ii) protection of the environment or (iii) as it relates to any Hazardous Substance, human health and safety, including Laws relating to the exposure to, or Release, threatened Release or the presence of, any Hazardous Substance, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, transport or handling of Hazardous Substances and all Laws with regard to recordkeeping, notification, disclosure and reporting requirements respecting Hazardous Substances, and all Laws relating to endangered or threatened species of fish, wildlife and plants and the management or use of natural resources.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means all employers (whether or not incorporated) that would be treated together with the Company or any of its Subsidiaries as a “single employer” within the meaning of Section 414 of the Code.

“ERISA Plans” has the meaning set forth in the definition of “Benefit Plan.”

“Estimated Cash” has the meaning set forth in the definition of “Estimated Closing Statement” (as the same may be updated and redelivered in accordance with Section 1.4(a)).

“Estimated Closing Statement” means the written statement delivered pursuant to Section 1.4(a), setting forth Seller’s good-faith calculations of the Closing Cash Consideration, which shall take into account, and set forth as separate line items, all items establishing the basis for such calculations, in each case, as of the Effective Time, including (i) good-faith calculations of the Net Working Capital (the “Estimated Net Working Capital”) and the Steel Inventory Adjustment (the “Estimated Steel Inventory Adjustment”) and (ii) good-faith estimates of Cash of the Company (“Estimated Cash”), Indebtedness (“Estimated Indebtedness”) and Seller Transaction Expenses (“Estimated Seller Transaction Expenses”).

“Estimated Indebtedness” has the meaning set forth in the definition of “Estimated Closing Statement” (as the same may be updated and redelivered in accordance with Section 1.4(a)).

“Estimated Net Working Capital” has the meaning set forth in the definition of “Estimated Closing Statement” (as the same may be updated and redelivered in accordance with Section 1.4(a)).

“Estimated Seller Transaction Expenses” has the meaning set forth in the definition of “Estimated Closing Statement” (as the same may be updated and redelivered in accordance with Section 1.4(a)).

“Estimated Steel Inventory Adjustment” has the meaning set forth in the definition of “Estimated Closing Statement” (as the same may be updated and redelivered in accordance with Section 1.4(a)).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Assets” means any and all assets, properties and rights that are not Transferred Assets by virtue of the limitations expressed or implied in the definition of Transferred Assets and all of the following assets, properties and rights, whether or not such assets, properties and rights would otherwise fall within the definition of “Transferred Assets”:

(a)    all Cash of Seller or its Affiliates, other than the Company;

(b)    all checkbooks, canceled checks and bank accounts of Seller or its Affiliates, other than the Company;

(c)    all Seller Marks;

(d)    all owned real property and real property leases and subleases, other than the Real Property;

(e)    all Commingled Contracts, subject to Section 4.15;

(f)    all shares of capital stock of, or other equity interests in, any Affiliate of Seller or any other Person other than the Company;

(g)    all corporate-level services of the type provided as of the date of this Agreement to the Business by Seller or any of its Affiliates (and other than to the extent expressly set forth in any Ancillary Agreement);

(h)    any Permit held by Seller or its Affiliates, other than to the extent Related to the Business, and any other Permit held by Seller or its Affiliates the transfer of which is not permitted by applicable Law;

(i)    all claims, causes of action, choses in action, rights of recovery and rights of setoff of any kind, including rights arising under warranties, representations, indemnities and guarantees made by suppliers of products, materials or equipment, or components thereof to the extent primarily related to the Excluded Assets or the Excluded Liabilities;

(j)    all rights of Seller and its Affiliates other than the Company to reimbursements, indemnification, hold-harmless or similar rights relating to any Excluded Assets or Excluded Liabilities;

(k)    all rights of Seller or its Affiliates other than the Company under this Agreement and the Ancillary Agreements and, other than to the extent primarily relating to the

Company, each of Seller’s and its Affiliates’ Organizational Documents, minute and stock record books, corporate seal and tax records;

(l)    (i) all records and reports prepared or received by Seller and its Affiliates in connection with the sale of the Business or the transactions contemplated hereby, including all analyses relating to the Business or Buyer so prepared or received, (ii) all confidentiality agreements with prospective purchasers of the Business or any portion thereof, and all bids and expressions of interest received from third parties with respect thereto and (iii) all Privileged Materials and all privileged materials, documents and records not primarily related to the Business;

(m)    all credits, refunds and other assets relating to income Taxes of Seller and its Affiliates, other than the Company;

(n)    all credits, refunds and other assets relating to non-income Taxes of the Company, and of Seller and its Affiliates with respect to the Business, to the extent not taken into account in Net Working Capital;

(o)    all assets used by Seller or its Affiliates to provide services or supplies to Buyer and its Affiliates (including, after the Closing, the Company) pursuant to the Transition Services Agreement;

(p)    all insurance policies and rights thereunder, including the benefit of any deposits or prepayments and any insurance proceeds, other than the Transferred Insurance Rights;

(q)    all assets of or relating to any Benefit Plan other than any Transferred Plan;

(r)    any employee data which relates to employees who are not Business Employees or which Seller and its Affiliates are prohibited by Law or contract from disclosing or delivering to Buyer; and

(s)    the assets, properties and rights set forth in Section A.1 of the Seller Disclosure Letter.

“Excluded Liabilities” means:

(a)    all Liabilities to the extent related to or arising out of the Excluded Assets, including all Liabilities to the extent relating to or arising out of any business of Seller or its Affiliates other than the Business;

(b)    any Indebtedness to the extent not Closing Indebtedness;

(c)    any Liabilities to the extent related to or arising out of any Benefit Plans other than the Transferred Plans;

(d)    all Liabilities for income Taxes of the Company for all pre-Closing periods (or portions thereof);

(e)    all Liabilities for non-income Taxes of the Company and of Seller and its Affiliates with respect to the Business for all pre-Closing periods (or portions thereof), to the

extent not taken into account in the Net Working Capital, including any CARES Act Deferred Payments;

(f)    any Seller Transaction Expenses to the extent not Closing Seller Transaction Expenses; and

(g)    the Liabilities set forth in Section A.2 of the Seller Disclosure Letter.

“Exclusivity Period” has the meaning set forth in Section 4.24.

“Execution Date” has the meaning set forth in the Preamble.

“Existing Representation” has the meaning set forth in Section 8.10(a).

“Final Cash Consideration” means an amount equal to:

(a) $500 million; plus

(b) the Closing Cash; plus

(c) an amount (which may be positive or negative) equal to the Closing Net Working Capital, minus the Target Net Working Capital; plus

(d) an amount (which may be positive or negative) equal to the Closing Steel Inventory Adjustment; minus

(e) the Closing Indebtedness; minus

(f) the Closing Seller Transaction Expenses.

“Final Closing Statement” means the Post-Closing Statement that is deemed final in accordance with Section 1.4(b)(iv) or the Post-Closing Statement resulting from the determinations made by the Accountant in accordance with Section 1.4(b)(vi), as applicable.

“First Extended Outside Date” has the meaning set forth in Section 6.1(b)(i).

“Fixtures and Equipment” means all furniture, furnishings, vehicles, equipment, computers, tools and other tangible personal property (other than Inventory) Related to the Business, wherever located, including any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other Person, except to the extent included in Excluded Assets.

“Forfeited Awards” has the meaning set forth in Section 4.7(e).

“Fraud” means an intentional or willful misrepresentation of material fact which constitutes common law fraud under the laws of the State of Delaware.

“Funds Flow Memorandum” means a memorandum setting forth (a) the amount payable to Seller at the Closing, and (b) institutions and account information with respect to the payments set forth in Sections 1.3(b)(i) and 1.3(b)(ii).

“GAAP” means United States generally accepted accounting principles; provided that, for purposes of the Accounting Principles and the calculation of Indebtedness, “GAAP” shall mean GAAP as in effect as of the Execution Date.

“Governmental Entity” means any domestic or non-U.S. legislative, administrative or regulatory authority, agency, commission, body, court or other governmental or quasi-governmental entity of competent jurisdiction, including any supranational body.

“Hazardous Substance” means any substance that is listed, classified or regulated as a hazardous substance, pollutant, contaminant or waste pursuant to any Environmental Law, including any petroleum product or by-product, asbestos-containing material, lead-containing paint, polychlorinated biphenyls, radioactive material or radon.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“Inactive Employees” means any Business Employee who is not actively at work and receiving workers compensation disability benefits or short- or long-term disability benefits, or is otherwise on an approved leave of absence (excluding regularly scheduled vacation or paid time off), as of the Closing Date.

“Indebtedness” means borrowings and indebtedness in the nature of borrowings of the Company, including:

(a)    all indebtedness for borrowed money;

(b)    all obligations evidenced by notes, bonds, debentures or other similar instruments;

(c)    all reimbursement obligations under letters of credit, bank guarantees or similar facilities, but only to the extent drawn upon at such time;

(d)    the balance of the outstanding payments owing in respect of leases that are (i) required to be classified as financing leases by GAAP and (ii) historically classified by the Business as financing leases, but excluding, in each case, for the avoidance of doubt, any liabilities under operating leases;

(e)    all indebtedness of a third Person of the type referred to in clauses (a) through (d) above, which have been guaranteed by the Company directly or indirectly in any manner;

(f)    the amount of any intercompany accounts payable by the Company to Seller and its Affiliates, less the amount of any intercompany accounts receivable by the Company from Seller and its Affiliates (which may be a negative number), to the extent actually owing and not settled at the Effective Time (subject to the occurrence of the Closing);

(g)    the amount of Liabilities for accumulated postretirement benefit obligations under the Postretirement Benefit Plan for Employees of CENTRIA, lessthe value of any pension assets associated with (i) the Pension Plan for Bargaining Group Hourly Employees of the Cambridge, Ohio Plant of NCI Group, Inc.and (ii) the CENTRIA – Ambridge Hourly Employees Pension Plan Agreement; and

(h)    all accrued interest, prepayment penalties, make-whole payments and termination or breakage costs or penalties with respect to any Indebtedness referred to in clauses (a) through (g) above.

For the avoidance of doubt, “Indebtedness” shall not include any trade credit in the ordinary course (except as provided in clause (f)), any liabilities in respect of leases other than those referred to in clause (d) above or any amount included in calculating Net Working Capital or Seller Transaction Expenses.

“Indemnitees” has the meaning set forth in Section 4.8(a).

“Independent Contractor” means any Person, other than a Business Employee, who is engaged by Seller or its Affiliates with respect to the conduct of the Business to provide services pursuant to any contract (whether written or otherwise) with such Person, including any consultant, advisory board member, staffing agency or independent contractor agent and any of their employees or sub-contractors.

“Initial Outside Date” has the meaning set forth in Section 6.1(b)(i).

“Instrument of Assignment” has the meaning set forth in Section 1.3(a)(i).

“Insurance Policies” has the meaning set forth in Section 2.17.

“Insurance-Triggered Liabilities” has the meaning set forth in Section 4.22(b).

“Intellectual Property Rights” means all intellectual property rights anywhere in the world in or to: (a) trademarks, service marks, brand names, certification marks, collective marks, d/b/a’s, logos, symbols, trade dress, trade names, and other indicia of origin, all applications and registrations for the foregoing, and all goodwill associated therewith and symbolized thereby (collectively, “Trademarks”); (b) patents and patent applications, including divisionals, revisions, supplementary protection certificates, continuations, continuations-in-part, renewals, extensions, substitutes, re-issues and re-examinations; (c) confidential and proprietary trade secrets, know-how, data and databases (collectively, “Trade Secrets”); (d) published and unpublished works of authorship, whether copyrightable or not, copyrights therein and thereto, and registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof; (e) Internet domain names and URLs and social media handles and accounts; and (f) Software.

“Interests” has the meaning set forth in the Recitals.

“Inventory” means all inventory owned by Seller and its Affiliates (including, following the Pre-Closing Reorganization, by the Company) Related to the Business, wherever located, including all raw materials, work-in-process, supplies, spare parts, unfinished inventory and finished goods whether held at any location or facility owned or leased by Seller or its Affiliates (including, following the Pre-Closing Reorganization, by the Company) or in transit to Seller or its Affiliates (including, following the Pre-Closing Reorganization, to the Company) or held on consignment by third parties on behalf of the Business.

“IRS” means the Internal Revenue Service.

“IT Assets” means technology devices, computers, servers, networks, workstations, routers, hubs, circuits, switches, data communications lines, and all other information technology equipment, and all associated documentation.

“Key Supplier” means the 10 most significant suppliers of the Business, based on amounts invoiced during the 12-month period ended December 31, 2021, each of which is set forth in Section 2.21 of the Seller Disclosure Letter.

“Knowledge” means (i) with respect to Buyer, the actual knowledge of Tania Archibald or Debra Counsell, and (ii) with respect to Seller, the actual knowledge of the Persons set forth on Section A.5 of the Seller Disclosure Letter, in each case, without obligation of any further review or inquiry and does not include information of which they may be deemed to have constructive knowledge only.

“Labor Agreements” has the meaning set forth in Section 2.10(a).

“Law” or “Laws” means any law, statute, ordinance, common law, rule, regulation, Order or other legal requirement enacted, issued, promulgated, enforced or entered by a Governmental Entity of competent jurisdiction.

“Lease” or “Leases” has the meaning set forth in Section 2.13(b).

“Leased Real Property” has the meaning set forth in Section 2.13(b).

“Liabilities” means all debts, liabilities, fines, penalties, commitments and obligations of any kind, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or not accrued, asserted or not asserted, known or unknown, determined, determinable or otherwise, whenever or however arising (including whether arising out of any contract or tort based on negligence or strict liability) and whether or not the same would be required by GAAP to be reflected in financial statements or disclosed in the notes thereto.

“Lien” means any lien, charge, pledge, mortgage, lease, easement, hypothecation, usufruct, deed of trust, security interest, claim or other encumbrance, other than, in each case, restrictions on transfer arising solely under applicable federal and state securities Laws.

“Losses” means any and all Liabilities of any kind, interest and out-of-pocket expenses (including reasonable and documented out-of-pocket legal fees).

“LTIP Summary” has the meaning set forth in Section 4.7(e).

“Material Adverse Effect” means any Change that, individually or taken together with any other Changes, is or would reasonably be expected to be materially adverse to the business, assets, financial condition or results of operations of the Business, taken as a whole; provided, however, that none of the following, either alone or in combination, shall be deemed to constitute or be taken into account in determining whether a Material Adverse Effect is occurring, has occurred or would reasonably be expected to occur:

(a) Changes in or with respect to the economy, credit, capital, securities or financial markets or political, regulatory or business conditions in the geographic markets in which the Business has operations or its products or services are sold, including changes, developments, circumstances or facts in or with respect to interest rates, exchange rates for currencies, monetary policy or inflation;

(b) Changes that are the result of factors generally affecting the industries in which the Business operates, including any Change in the regulatory environment applicable to the Business;

(c) Changes relating to, arising out of or attributable to the announcement, pendency or performance of this Agreement and the Transactions, or resulting or arising from the identity of, any facts or circumstances relating to, or any actions taken or failed to be taken by Buyer or any of its Affiliates (other than specifically contemplated or permitted by this Agreement), including, to the extent resulting from the foregoing, Changes in or with respect to the relationship of the Business, contractual or otherwise, with employees and Contract counterparties;

(d) Changes in or with respect to applicable accounting standards, including GAAP, or in any Law of general applicability, including the repeal thereof, or in the interpretation or enforcement thereof, after the Execution Date;

(e) any failure by the Business to meet any internal or public projections or forecasts or budgets or estimates of revenues or earnings; provided that any Change (not otherwise excluded under this definition) underlying such failure may be taken into account in determining whether a Material Adverse Effect is occurring, has occurred or would reasonably be expected to occur;

(f) any Change resulting from acts of war (whether or not declared), civil disobedience, hostilities, cyberattacks, sabotage, terrorism, military actions or the escalation of any of the foregoing, whether perpetrated or encouraged by a state or non-state actor or actors, any weather or natural disaster, or any epidemic, pandemic, outbreak of illness (including, for the avoidance of doubt, the existence and impact of COVID‑19 on the Business), or any Law issued by a Governmental Entity, the Centers for Disease Control and Prevention, the World Health Organization or industry group providing for business closures, “sheltering-in-place,” curfews, limitations on gathering or other restrictions that relate to, or arise out of, an epidemic, pandemic, outbreak of illness (including COVID-19) or other public health event or any change in such Law or interpretation thereof or any worsening of such conditions threatened or existing, or any regional, national or international calamity or crisis, whether or not caused by any Person;

(g) any actions taken or not taken by Seller, the Company or any of their respective Affiliates pursuant to this Agreement or with Buyer’s prior written consent or at Buyer’s instruction (provided that such consent or instruction was given following the Execution Date) or permitted under this Agreement; or

(h) any matter that is set forth in the Seller Disclosure Letter;

provided, further, that, with respect to clauses(a), (b), (d) and (f) of this definition, such Changes shall be taken into account in determining whether a “Material Adverse Effect” is occurring, has occurred or would reasonably be expected to occur to the extent it disproportionately and adversely affects the Business (taken as a whole) relative to other companies operating in the industries or markets in which the Business has operations, and in each case only the incremental disproportionate impact may be taken into account, and then only to the extent otherwise permitted by this definition.

“Material Contract” has the meaning set forth in Section 2.12(a).

“Multiemployer Plan” means a “multiemployer plan” within the meaning of Section 3(37) of ERISA.

“Net Working Capital” means an amount equal to, as of the Effective Time, (a) the aggregate amount of the Current Assets constituting Transferred Assets, minus(b) the aggregate amount of the Current Liabilities constituting Assumed Liabilities. For illustrative purposes only, Exhibit D sets forth the calculation of Net Working Capital as of December 31, 2021, prepared in accordance with the Accounting Principles.

“Notice of Objection” has the meaning set forth in Section 1.4(b)(iv).

“Order” means any administrative decision or award, decree, injunction, judgment, order, quasi-judicial decision or award, ruling or writ of any arbitrator, mediator or Governmental Entity.

“Ordinary Course of Business” means, with respect to any Person, in the ordinary course of business of such Person, consistent with past practice.

“Organizational Documents” has the meaning set forth in Section 2.2(b).

“Outside Date” means the Initial Outside Date, unless the Initial Outside Date has been extended to the First Extended Outside Date or the Second Extended Outside Date pursuant to Section 6.1(b)(i), in which case, “Outside Date” shall mean the date to which the Outside Date has been extended, as applicable.

“Owned Real Property” has the meaning set forth in Section 2.13(a).

“Parties” or “Party” has the meaning set forth in the Preamble.

“Permit” means all permits, licenses, grants, authorizations, registrations, franchises, approvals, consents, certificates (including industry association certifications), exceptions, tariffs, easements, variances, orders and similar rights granted by or obtained from any Governmental Entity.

“Permitted Liens” means the following Liens:

(a)    Liens for current Taxes, assessments or other governmental charges not due and payable on or before the Closing Date or that the taxpayer is contesting in good faith through appropriate proceedings disclosed to Buyer;

(b)    mechanics’, materialmens’, carriers’, workmen’s, repairmen’s or other like common law, statutory or consensual Liens arising or incurred in the Ordinary Course of Business as long as the underlying obligations are (i) (A) not yet delinquent, (B) being contested in good faith through appropriate proceedings disclosed to Buyer, or (C) are the obligation of a tenant or other third-party to remove or discharge, and (ii) included in Net Working Capital;

(c)    with respect to leasehold interests, mortgages and other Liens incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the Leased Real Property with respect to Liabilities that are not yet due or delinquent or are being contested in good faith by appropriate proceedings disclosed to Buyer;

(d)    zoning, building, subdivision or other similar requirements, codes or restrictions, none of which materially interfere with the present use of the property;

(e)    Liens, charges, fees or assessments for business parks, industrial parks or other similar organizations not yet due or delinquent;

(f)    other Liens, licenses, covenants, restrictions or covenants of record, or other imperfections or defects in title or chain of title of record or other similar matters, in each case, that do not, individually or in the aggregate, materially impair the present use and operation of the specific parcel of Real Property to which they relate, and in the case of defects in title, would not prevent Seller and its Affiliates from transferring each Owned Real Property to the Company as part of the Pre-Closing Reorganization;

(g)    Liens in favor of banking or other financial institutions arising as a matter of Law encumbering deposits or other funds maintained with a financial institution and not incurred in connection with the borrowing of money by the Business;

(h)    the Leases;

(i)    Liens disclosed in title policies or surveys made available to Buyer prior to the Execution Date, other than those set forth in Section A.6 of the Seller Disclosure Letter;

(j)    non-exclusive licenses or similar rights with respect to Intellectual Property Rights granted in the Ordinary Course of Business;

(k)    Liens incurred in the Ordinary Course of Business that, individually or in the aggregate, do not, and would not reasonably be expected to, materially detract from the value of any of the property, rights or assets of the Business or materially interfere with the use thereof as currently used by the Business; and

(l)    any Liens that will be terminated at or prior to the Closing in accordance with this Agreement.

For purposes of this definition of Permitted Liens only, “disclosed to Buyer” shall include, with respect to any proceedings commenced after the Execution Date, proceedings disclosed to Buyer promptly following the commencement of such proceedings and prior to the Closing.

“Person” means any natural person and any corporation, company, partnership (general or limited), unincorporated association (whether or not having separate legal personality), trust or other entity.

“Personal Information” means any information that identifies a particular individual and, when referring to a Law concerning the privacy or security of Personal Information, has the same meaning as the similar or equivalent term defined under such Law.

“Post-Closing Adjustment” means the difference between the Final Cash Consideration and the Closing Cash Consideration.

“Post-Closing Matter” has the meaning set forth in Section 8.10(a).

“Post-Closing Representation” has the meaning set forth in Section 8.10(a).

“Post-Closing Statement” means the written statement delivered pursuant to Section 1.4(b)(i), setting forth Buyer’s good-faith calculations of the Final Cash Consideration and the Post-Closing Adjustment, which shall take into account, and set forth as separate line items, all items establishing the basis for such calculations, in each case, as of the Effective Time, including (i) good-faith calculations of the Net Working Capital (“Closing Net Working Capital”) and the Steel Inventory Adjustment (the “Closing Steel Inventory Adjustment”) and (ii)

the amount of Cash of the Company (“Closing Cash”), Indebtedness (“Closing Indebtedness”) and Seller Transaction Expenses (“Closing Seller Transaction Expenses”).

“Pre-Closing Privileges” has the meaning set forth in Section 8.10(b).

“Pre-Closing Reorganization” has the meaning set forth in the Recitals.

“Pre-Closing Tax Period” means any taxable year or other taxable period beginning prior to the Closing and ending on or before the Closing Date and that portion of any Straddle Period ending on (and including) the Closing Date.

“Prior Company Counsel” has the meaning set forth in Section 8.10(a).

“Privileged Materials” has the meaning set forth in Section 8.10(c).

“Purchase Price Allocation” has the meaning set forth in Section 1.5.

“Real Property” has the meaning set forth in Section 2.13(b).

“Records” has the meaning set forth in Section 4.5(c).

“Registered” means issued by, registered with, renewed by or the subject of a pending application before any Governmental Entity or Internet domain name or social media account registrar.

“Related to the Business” means exclusively related to, or used or held for use exclusively in connection with, the Business as conducted by Seller and its Affiliates at the time immediately preceding the Closing.

“Release” means disposing, discharging, injecting, spilling, leaking, pumping, pouring, leaching, migration, emitting, escaping or emptying into or upon the environment, including any soil, sediment, subsurface strata, surface water, wetland or groundwater.

“Released Claims” has the meaning set forth in Section 4.10(a).

“Replacement Awards” has the meaning set forth in Section 4.7(e).

“Representative” of a Person means any officer, director or employee of such Person or any investment banker, attorney, accountant or other advisor, agent or representative of such Person.

“Retained Information” has the meaning set forth in Section 4.5(b).

“Review Period” has the meaning set forth in Section 1.4(b)(iv).

“Second Extended Outside Date” has the meaning set forth in Section 6.1(b)(i).

“Securities Act” means the Securities Act of 1933, as amended.

“Seller” has the meaning set forth in the Preamble.

“Seller Disclosure Letter” has the meaning set forth in Article II.

“Seller Fundamental Representations” means Section 2.1 (Interests), Section 2.2(a) and Section 2.2(c) (Organization, Good Standing and Qualification), Section 2.3 (Authority; Approval), and Section 2.20 (Brokers and Finders).

“Seller Marks” means all Trademarks owned or controlled by Seller or its Affiliates that are not Transferred Intellectual Property, or any derivation, variation, translation or adaptation thereof, and any Trademark, word, name or logo confusingly similar thereto or embodying any of the foregoing, whether alone or in combination with any other words, names, logos or Trademarks, and whether or not Registered.

“Seller Released Parties” has the meaning set forth in Section 4.10(a).

“Seller Releasing Parties” has the meaning set forth in Section 4.10(a).

“Seller Transaction Expenses” means all unpaid (a) fees and expenses incurred by or charged to or payable by the Company for services in connection with this Agreement and the transactions contemplated hereby, including legal fees and related expenses, investment banking fees and related expenses, if any, and accounting fees and related expenses; and (b) obligations in respect of change of control arrangements, transaction bonuses, retention payments, severance payments and similar obligations which vest or become payable to Business Employees (i) prior to the Closing or (ii) solely as a result of the consummation of the Transactions (for the avoidance of doubt, not including any retention payments that vest following the Closing Date or any “double trigger” payments), and the employer portion of any payroll Taxes attributable to the payment of the amounts described in Section 1.3(b)(ii).

“Steel Inventory” means that portion of the Inventory composed of hot‑rolled coiled steel, including raw materials, work-in-process, and finished goods.

“Steel Inventory Adjustment” means an amount (which may be positive or negative) equal to, as of the Effective Time, the product of (i) the Steel Inventory (in tons), minus the Target Steel Inventory, and (ii) the Assumed CRU Rate. For illustrative purposes only, Exhibit H sets forth the calculation of the Steel Inventory Adjustment based on forecasts for June 2022.

“Software” means any computer program, including any software implementations of algorithms, models and methodologies, whether in source code or object code and any documentation related to any of the foregoing.

“Straddle Periods” means any taxable period that begins on or before and ends after the Closing Date.

“Subsidiary” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by such Person and/or by one or more of its Subsidiaries.

“Supply Agreements” has the meaning set forth in the Recitals.

“Target Net Working Capital” means $17,049,795.

“Target Steel Inventory” means 17,800 tons.

“Tax” or “Taxes” means taxes including all federal, state, local and foreign income, profits, franchise, gross receipts, environmental, customs duty, capital stock, severances, stamp, payroll, sales, employment, unemployment, disability, use, property, withholding, excise, production, value-added, unclaimed property, occupancy and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts and any interest in respect of such penalties and additions.

“Tax Claim” has the meaning set forth in Section 4.1(c).

“Tax Contest” has the meaning set forth in Section 4.1(c).

“Tax Return” means any returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) or any amendment to any of the foregoing required to be supplied to a Tax authority relating to Taxes.

“Taxing Authority” means any Governmental Entity responsible for or having jurisdiction over the assessment, determination, collection or imposition of any Tax.

“Trade Secrets” has the meaning set forth in the definition of “Intellectual Property Rights.”

“Trademarks” has the meaning set forth in the definition of “Intellectual Property Rights.”

“Transactions” means the transactions contemplated hereby.

“Transfer” means to sell, assign, transfer, convey and deliver.

“Transfer Taxes” has the meaning set forth in Section 4.1(b).

“Transferred Assets” means, collectively, all assets Related to the Business that are held by Seller or its Subsidiaries, except to the extent they are Excluded Assets, including:

(a)    Accounts Receivable, to the extent Related to the Business;

(b)    all credits, prepaid expenses and deposits to the extent Related to the Business, but only to the extent such credits, prepaid expenses and deposits relate to any Transferred Asset or Assumed Liability from and after the Closing;

(c)    Inventory;

(d)    Fixtures and Equipment, to the extent Related to the Business;

(e)    the Transferred Intellectual Property, Transferred IT Assets and Transferred Personal Information;

(f)    the Transferred Contracts;

(g)    the Transferred Plans;

(h)    all Permits Related to the Business, except those Permits the transfer of which is not permitted by applicable Law;

(i)    to the extent transferable, all causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by Seller or any of its Affiliates, including any rights arising under warranties, representations, indemnities and guarantees made by suppliers of products, materials or equipment, or components thereof, to the extent exclusively related to the Transferred Assets, the Assumed Liabilities or the ownership, use, function or value of any Transferred Asset, whether arising by way of counterclaim or otherwise, except to the extent included in the Excluded Assets;

(j)    any third-party rights to reimbursements, indemnification, hold-harmless or similar rights to the extent Related to the Business;

(k)    all (A) customer and vendor lists to the extent Related to the Business and (B) files and documents to the extent Related to the Business, including all accounting records, cost and pricing information, business plans, transactional records, and any other such data and records, however stored, in each case to the extent Related to the Business; provided, that Seller and its Affiliates shall be entitled to retain and use copies of any of the foregoing that are necessary for such Person’s tax, accounting or legal purposes pursuant to the terms of this Agreement;

(l)    the Real Property and the Leases;

(m)    the goodwill of the Business;

(n)    to the extent permitted by the policies and applicable Law, all rights, if any, to any insurance benefits and proceeds (subject to any self-insurance features or obligations, including any deductibles or retrospectively-rated premiums due) payable under third party “occurrence” based insurance policies of Seller or its Affiliates (excluding any self-insurance or captive policies) to cover any Assumed Liabilities prior to the Closing Date related to any claim or demand by a third Person whether made prior to or following the Closing Date (collectively, the “Transferred Insurance Rights”); provided that no insurance policies held by Seller or its Affiliates (other than the Company) are Transferred Assets; and provided, further, that no rights under any policies shall be Transferred Assets to the extent that the assertion of such rights by Buyer would give rise to any material obligation of Seller or its Affiliates under any self-insurance features or obligations, including any deductibles or retrospectively-rated premium obligations, or to any defense or indemnification obligations related to any insurance settlement, unless such obligation is assumed by Buyer;

(o)    all credits, refunds and other assets relating to non-income Taxes of the Company and of Seller and its Affiliates with respect to the Business, that are accrued as of the Closing, to the extent reflected in the Net Working Capital; and

(p)    the assets, properties and rights set forth in Section A.3 of the Seller Disclosure Letter.

“Transferred Business Employee” has the meaning set forth in Section 4.7.

“Transferred Contract” means all Contracts (other than the Ancillary Agreements) that are Related to the Business.

“Transferred Employee Liabilities” means all Liabilities relating to, arising from or in connection with the Transferred Business Employees and their employment or termination thereof, excluding any such Liabilities expressly retained by Seller pursuant to Section 4.7.

“Transferred Insurance Rights” has the meaning set forth in the definition of “Transferred Assets”.

“Transferred Intellectual Property” means (a) the Registered Intellectual Property Rights set forth in Section A.4 of the Seller Disclosure Letter and (b) all other Intellectual Property Rights owned by Seller and its Affiliates and Related to the Business.

“Transferred IT Assets” means the IT Assets owned by Seller or its Affiliates and Related to the Business.

“Transferred Personal Information” has the meaning set forth in Section 2.16(e).

“Transferred Plans” means each Benefit Plan that is sponsored or maintained by the Company as of the Closing Date.

“Transition Services Agreement” has the meaning set forth in the Recitals.

“Transitional Period” has the meaning set forth in Section 4.19.

“Trial Balances” has the meaning set forth in Section 2.5(a).

“WARN Act” has the meaning set forth in Section 2.10(e).

EX-10.2

Exhibit 10.2

SEPARATION AGREEMENT

This Separation Agreement (the “Agreement”) is a binding contract between Cornerstone Building Brands, Inc. and its subsidiaries, affiliates, and related entities (including the entities known as NCI Group, Inc., NCI Building Systems, Inc., Ply Gem Industries, Inc., and Employee’s hiring entity), (collectively, the “Company”), on the one hand, and, John L. Buckley, individually (“Employee”), on the other hand. The Company and Employee will be referred to individually as a “Party” and collectively as the “Parties.”

NOW, THEREFORE, in consideration of the covenants, promises and agreements set forth herein, the mutual benefits to be gained by the performance thereof, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by them, the Parties agree as follows:

I.DEFINITIONS

“Confidential Information” means any and all trade secrets, confidential and proprietary information and materials, and other business documents, records, and information belonging to the Company or that relate to the business of the Company or its customers, whether oral or written or otherwise, that is not generally known to or available to the public, regardless of whether such information (i) is expressly identified in this definition, (ii) is or was marked as confidential and proprietary, or (iii) is or is not patentable. Confidential Information includes without limitation: (A) personnel files and records, including compensation agreements, employment agreements, and other terms and conditions of employment, as well as any other personal, sensitive, or confidential information about the Company’s employees, (B) actual or potential customer and supplier information, including but not limited to lists of actual or potential customers or suppliers, lead lists, current and anticipated customer/supplier requirements, price lists, pricing methodology or models, customer/supplier contracts and contract terms, customer/supplier preferences, and negotiations with customers/suppliers or prospective customers/suppliers, (C) technical and operational information, including but not limited to trade secrets, copyrighted materials, methods of practice, programming or data transmission methods, data, processes, designs, graphs, drawings, databases, ideas, current and planned research and development, maps, passwords, strategies, manufacturing procedures, processes, techniques, and methodologies, technology, proprietary software, and design software, however documented, (D) business and financial records and information, including but not limited to business and financial plans and strategies, acquisition targets/negotiations, marketing plans, studies, and techniques, lease documents, rent rolls, stacking plans, financial projections and budgets, revenue projections, and capital spending budgets and plans, and (E) any material prepared by or for the Company containing or based, in whole or in part, on any information included in the foregoing. Confidential Information, as defined in this Agreement, includes any such information that Employee may have created, invented, originated, learned, and had access to or obtained, whether in tangible form or memorized, while employed by the Company. 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.

“Plan” refers to the Long-Term Stock Incentive Plan, as amended, maintained by the Company for purposes of providing incentives, business goodwill, and encouraging share ownership on the part of employees, officers, directors, and consultants.

“Stock Awards” refers to the founders grants, restricted stock units, option units, performance share units, and/or performance cash and share awards previously granted by the Company to Employee in accordance with the Plan and all award agreements issued pursuant to the Plan. The Plan and all award agreements issued pursuant to the Plan shall be referred to, collectively, as the “Stock Agreements.”

“Unvested Shares” shall mean the Stock Awards granted to Employee which remain unvested upon the separation of Employee's employment pursuant to the terms of the Stock Agreements.

II. AGREEMENT

1.Employment Separation.

(a) The severance benefits provided in this Agreement are contingent on Employee’s satisfactory performance of Employee’s assigned duties through the Separation Date defined below, including cooperating fully in the transition of job duties. For the avoidance of doubt, if Employee (i) resigns employment prior to the Separation Date, for any reason or no reason, or (ii) fails to satisfactorily perform assigned duties through the Separation Date, or (iii) is terminated for Cause prior to the Separation Date, as “Cause” is defined in the Company’s Long-Term Incentive Plan, this offer of severance benefits will immediately become null and void and of no effect, even if offered to Employee prior to the Separation Date.

(b) Effective as of the mutually agreed upon separation date of March 31, 2022 or such later date as agreed to in writing by the Parties (the “Separation Date”), Employee is hereby separated as an employee and executive of the Company and is hereby terminated from all positions held with the Company. Further and irrespective of whether Employee signs this Agreement, Employee will be paid his/her regular base salary through the Separation Date, or such earlier date if Employee’s employment ends for any reason before the Separation Date. Per Company policy, Employee will not be paid for any accrued, unused vacation or sick leave as of the Separation Date unless required by law.

2.Consult Attorney. By tender of this Agreement to Employee, the Company hereby advises Employee in writing to consult with an attorney of his/her choosing prior to signing this Agreement.

3.Separation Benefits. In consideration for Employee’s execution of this Agreement, including compliance with the release requirement stated below, Employee will be entitled to the following “SeparationBenefits” . Employee understands and agrees that these benefits are not something to which he/she would otherwise be entitled absent the

execution and non-revocation of this Agreement. The Separation Benefits shall be subject to all withholding required for taxes.

(a)Severance Payment. The Company will pay Employee 52 weeks’ (the “SeverancePeriod”) base salary in the total amount of $500,000less applicable withholding for taxes (the “Severance Payment”). For the avoidance of doubt, this amount shall not include any amounts with respect to any cost of living adjustments, car allowance, temporary housing allowance, or payments for any other perquisites or benefits for Employee, including Company contributions to Employee’s 401k plan.

The Severance Payment will be made in a lump sum within thirty (30) days after the expiration of the Final Release revocation period, except as set forth in this Agreement regarding Section 409A, provided that, no payment will be made before April 1, 2022. The Severance Period shall begin on the Separation Date. The Severance Payment is subject to reduction by the Company to satisfy any amounts owed by Employee to the Company. Payment will be made using the same payment method (e.g., direct deposit) as Employee’s final paycheck.

(b)COBRA Separation Benefit. Employee is eligible to continue participation in the group health and dental benefit programs of the Company pursuant to, and subject to, the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). Upon election of continuation coverage through COBRA, the Company shall subsidize a portion of the standard 102% premium for group health benefits for the period of coverage applicable to Employee under COBRA (up to a maximum of 12 month(s) (the “COBRA SubsidyPeriod”). The subsidy will be the difference between the COBRA rate and the active employee rate, leaving Employee responsible only for the amount that an active employee would pay during the COBRA Subsidy Period. If at any time during the COBRA Subsidy Period, Employee discontinues coverage or is no longer eligible for coverage for any reason, the subsidy provided by the Company will immediately cease.

(c)Pro-rata Annual STIP Bonus for Year 2022. The Company will pay Employee an annual bonus under the annual bonus plan for year 2022 based upon the elapsed number of days in the year through the Separation Date applied to the bonus that would have been earned by Employee 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 similarly situated employees of the Company whose employment was not terminated. This payment will be made at such time as the Company otherwise makes payment of annual bonuses (on or before March 15, 2023), provided that Employee executes and returns Exhibit A certifying continuing compliance with this Agreement and any Stock Agreement within 10 business days prior to March 15, 2023.

(d)Outplacement Services Benefit. As additional consideration for signing this Agreement, the Company agrees to provide Employee with outplacement counseling services through a firm selected by the Company for a period of 12 months following the Effective Date. The outplacement counseling benefits and limitations will be explained in a separate document.

4.Termination of Other Benefits. Except as required by law, this Agreement, or under the Company’s benefit plans, Employee’s participation in all Company benefits and benefit plans shall cease on the Separation Date.

5.No Other Benefits; No Admission. Employee agrees that except for the payments provided in this Agreement, he/she is entitled to no other payments or compensation of any kind from the Company under any agreement, plan, program, or policy of the Company, and by executing this Agreement, Employee is waiving his/her rights, if any, related to any benefits provided pursuant to such agreement, plan, program, or policy. Employee acknowledges, by entering into this Agreement, that the Company and the Releasees do not admit to the violation of any employment or labor law or any unlawful or tortious conduct or any other wrongdoing of any kind in connection with Employee or his/her employment.

6.The Unvested Shares (If Applicable). All Stock Awards will forfeit upon termination according to the terms of the CBB Long-Term Incentive Plan, as amended, and the applicable stock agreement. Any Stock Awards that vest prior to termination, will vest according to the applicable Stock Agreement and LTI Plan. Exhibit B outlines the vesting treatment of any unvested stock as of the termination date. All Unvested Shares shall be forfeited upon termination. Any vested Stock Options must be exercised within 60 days of termination, or they will be forfeited as provided in the Stock Agreement(s) (including the LTI Plan as incorporated therein.)

7.Complete Release of Claims. In exchange for the consideration offered to Employee under this Agreement, Employee agrees to execute, deliver, and cause to become irrevocable (i) a Release in the form attached as Annex A within 30 days of the date of this Agreement (the “Initial Release”) covering claims through the date of such Initial Release and (ii) a Release in the form attached as Annex A within 60 days of the Separation Date covering claims from the date of the Initial Release through the Separation Date (the “Final Release). If Employee fails to comply with the foregoing, Employee will not be entitled to any payments or benefits under this Agreement or any other severance arrangement with the Company.

8.Restrictive Covenants. Employee acknowledges and recognizes the highly competitive nature of the business of the Company and accordingly agrees as follows:

(a)Non-Competition.

(1) Beginning on the Separation Date and continuing for the length of the Severance Period, or for six (6) months following the Separation Date, whichever is greater, Employee shall not: (A) engage in any Competitive Activity (as defined below) within or with respect to the Prohibited Territory (as defined below); or (B) as an employee, agent, partner, shareholder, member, investor, money or equipment lender, director, consultant, advisor, owner, or (without limitation of the specific enumeration of the foregoing) otherwise, assist others to engage in any Competitive Activity within or with respect to the Prohibited Territory.

(2) Competitive Activity” means competing against the Company by: (A) engaging in work for a competitor of the Company that is the same as or substantially similar to the work Employee performed on behalf of the Company at any time during the 12 months

prior to the Separation Date; (B) engaging in any aspect of the Restricted Business that Employee was involved with on behalf of the Company at any time during the 12 months prior to the Separation Date; (C) supervising others engaged in any aspect of the Restricted Business that Employee was involved with on behalf of the Company at any time during the 12 months prior to the Separation Date; and/or (D) supporting any competitor of the Company with respect to any aspect of the Restricted Business that Employee was involved with on behalf of the Company at any time during the 12 months prior to the Separation Date. Notwithstanding the preceding, passively owning less than 1% of a public company shall not constitute by itself Competitive Activity or assisting or supporting others to engage in Competitive Activity.

(3) The “Restricted Business” means the business of manufacturing, engineering, marketing, selling, and/or providing building products competitive with any product manufactured, engineered, marketed, sold, or provided by the Company at any time within 12 months prior to the Separation Date. The Parties acknowledge and agree that the products provided by the Company as of the Separation Date include, without limitation: (A) stone, vinyl siding and related components, windows (including vinyl windows, vinyl clad windows, aluminum windows, aluminum clad windows, and wood windows), doors, trim and mouldings, gutterware, shutters, fencing, decking, railing, and doors; (B) stone veneer, brick and block and related products and services; and (C) 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.

(4) “Prohibited Territory” means: (A) Employee’s sales territory or geographic area of responsibility (including sales, supervisory, managerial, or operational responsibility) for the Company at any point during the 12 months prior to the Separation Date; (B) the area within 250 miles from Employee’s primary office location as of the Separation Date; and/or (C) the area within 250 miles from any office or manufacturing facility where Employee maintained a secondary office or over which Employee had responsibility for personnel or operations or performed job duties at any time during the 12 month period prior to the Separation Date.

(5) The “Company” as used in this Section 8(a) and (b) means: (A) Employee’s employer immediately prior to the Separation Date; and (B) any affiliate of such employing entity with or for whom Employee performed services or had responsibilities any time during the 12 month period prior to the Separation Date.

(b)Non-Solicitation and Non-Recruitment. For a period of twelve (12) months following the Separation Date, Employee shall not, directly or indirectly, and whether on his/her own behalf or on behalf of any other person or entity:

(1) hire, seek to hire, or solicit the employment or service in a commercial capacity of any employee, agent, or consultant of the Company with whom Employee, at any time during Employee’s employment with the Company, had a business related contact or had access to Confidential Information about, whether direct or indirect, or assist another in any of the foregoing activities;

(2) in any manner attempt to influence or induce any employee, agent, or consultant of the Company with whom Employee, at any time during Employee’s employment with the Company, had ab usiness related contact or had access to Confidential Information about, whether direct or indirect, to leave the employment or service of the Company or otherwise impair his/her or its employment or relationship with the Company, or assist another in any of the foregoing activities;

(3) 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 the terms of their employment with the Company unless such use or disclosure is of a personal nature, is requested by the Company, or is required by due process of law;

(4) with respect to the Restricted Business, call upon, solicit, divert or attempt to call upon, solicit or divert the business of any customer or acquisition prospect of the Company with whom Employee dealt or had business dealings with, whether direct or indirect (including in a sales, supervisory, managerial, or operational capacity), at any time during the 24 month period prior to the Separation Date, or had access to Confidential Information about, whether direct or indirect, at any time during the 24 month period prior to the Separation Date, or assist another in any of the foregoing activities. This limitation shall apply to any location where a customer or acquisition prospect may be found for purposes of solicitation; and/or

(5) interfere with or seek to interfere with: (a) the relationship between the Company and any customers or acquisition prospect of the Company with whom Employee dealt or had business dealings with, whether direct or indirect (including in a sales, supervisory, managerial, or operational capacity), at any time during the 24 month period prior to the Separation Date, or had access to Confidential Information about, whether direct or indirect, at any time during the 24 month period prior to the Separation Date; or (b) the relationship between the Company and any of the vendors of the Company with whom Employee dealt or had business dealings with, whether direct or indirect (including in a sales, supervisory, managerial, or operational capacity), at any time during the 24 month period prior to the Separation Date, or had access to Confidential Information about, whether direct or indirect, during the 24 month period prior to the Separation Date, or assist another in any of the foregoing activities. This limitation shall apply to any location where a customer, vendor, or acquisition prospect may be found for purposes of interference.

(c)Notification to Subsequent Employers. Employee shall inform any prospective employers of this Agreement or any other policy or agreement between Employee and the Company that may be in effect at the time of Employee’s correspondence with such prospective employers, with specific regard to the restrictive covenants set forth in this Section. Employee hereby authorizes the Company at its discretion to contact Employee’s prospective or subsequent employers and inform them of this Agreement or any other policy or agreement between Employee and the Company that may be in effect at the time that Employee’s employment with the Company ends.

(d)Questions. For questions regarding competitive companies, Employee shall contact the Chief Human Resources Officer or the HR Operations Vice President for clarification. Upon request from Employee, the Company may elect, in its sole discretion, to release Employee from any of the restrictions contained in subsections (a) and (b) above. Should the Company elect to release Employee from any such restrictions, the Company, in its discretion may cease any future payments or benefits provided under this Agreement from the date on which the Company agrees to such release. Notwithstanding a release by the Company of the Employee from any of the restrictions contained in this Section, all other restrictions contained in this Agreement shall remain in force. Employee shall also inform future employers about any modified restrictions on or before commencement of employment with the employer.

(e)Non-Disclosure of Confidential Information. Employee agrees that following the termination of employment, he/she shall maintain all Confidential Information in confidence and agrees that he/she shall not, directly or indirectly, except as expressly authorized by the Company in writing, (i) 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 (ii) use any Confidential Information for the benefit of Employee or any third party. Provided that, 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 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 assurances that confidential treatment will be accorded the Confidential Information. This provision is in addition to, and not in lieu of, any other confidentiality or non-disclosure agreements by the Employee in favor of the Company or the restrictions afforded trade secrets as defined under applicable law. Nothing in this Agreement shall authorize the disclosure of trade secrets at any time.

(f)Non-Disparagement. Employee agrees to refrain from any criticisms or disparaging comments about the Company (including any of its or their management, employees, or business policies or practices), or which may disrupt, harm, or impair the Company’s business, business relationships, operations, goodwill, or reputation. Provided, however, that nothing in this Agreement shall apply to or restrict in any way the communication of information by the Company or limit Employee’s right to provide truthful testimony or information in response to a subpoena, court or arbitral order or valid request by a state or federal law enforcement, regulatory, or judicial agency, body or official, or to the Board or senior management of the Company, or require notice to the Company thereof, and Employee will be not be in breach of the covenant contained above solely by reason of truthful testimony which is compelled by process of law, including with respect to any dispute in connection with this Agreement. Nothing in this Agreement

restricts, or is intended to restrict, any rights of Employee that cannot be lawfully restricted, including but not limited to any legally protected whistleblower rights (including pursuant to Rule 21F promulgated under the Securities Exchange Act of 1932, as amended).

9.Enforcement Provisions. Employee acknowledges and agrees as follows:

(a)The Confidential Information of the Company is unique and was developed or acquired by them through the expenditure of valuable time and resources; that the Company derives 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 the Company has taken all prudent and necessary measures to preserve the proprietary and confidential nature of its Confidential Information; and that the covenants set forth in the preceding Section are the most reasonable, efficient and practical means to protect the Confidential Information.

(b)The covenants set forth in the preceding Section are necessary to protect the goodwill of the Company following Employee’s employment separation, and to ensure that such goodwill will be preserved and continued for the benefit of the Company after Employee’s employment terminates.

(c)Due to the nature of the business conducted by the Company and as contemplated to be continued and conducted by the Company, the scope and the duration of the covenants set forth in the preceding Section are in all respects reasonable.

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

(e)In the event of Employee’s breach, or threatened breach, of any term or provision contained in the preceding Section of this Agreement, Employee agrees that the Company shall suffer irreparable harm not compensable by damages or other legal remedies, and that accordingly the Company shall be entitled to both temporary and permanent injunctive relief without the necessity of posting a bond exceeding $1,000.00 or providing 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 to such relief shall not be construed to prevent it from pursuing, either constructively or concurrently, all other legal or equitable remedies available to it for such breach or threatened breach, including the recovery of monetary damages. Without limiting the generality of relief that may be sought by the Company, the Company shall not be required to pay any unpaid portion of the severance benefits otherwise payable under this Agreement as of the date of the breach or threatened breach of the obligations set forth in the preceding Section or the restrictive covenants contained in any Stock Agreement or other surviving agreement. At the election of the Company, Employee may also be required to repay the severance payments that have previously been paid to Employee beyond $500.00 in the event of such breach or

threatened breach. Any such forfeiture and/or repayment of severance payments and separation benefits shall in no way impair Employee’s obligations to comply with this Agreement, the effectiveness of the Release, or the Company’s right to injunctive relief and damages for the breach.

(f)The Parties intend for all provisions of the foregoing restrictive covenants to be enforced to the fullest extent permitted by law. Accordingly, should a court of competent jurisdiction determine that the scope of any restrictive covenant is too broad or adjudicated to be invalid or unenforceable, the Parties intend that the court may reform the provision to such narrower scope as it determines to be reasonable and enforceable and to effectuate as nearly as possible the intentions and agreement of the Parties. Further, if a court or other authorized authority determines that Employee has violated the provisions of subsections (a) and (b) of the preceding Section, then the time period contained in those subsections shall be extended by the period Employee was in violation.

(g)In any action or claim brought by Employee or in any action or claim brought against Employee involving the provisions of this Section, Employee hereby waives any claim or defense that the above restrictive covenants are unenforceable, void or voidable or should be voided or held unenforceable, 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.

(h)The Parties agree that if there is any conflict between the provisions of this Agreement and the restrictive covenants contained in any Stock Agreement (or any other surviving agreement or portion thereof), the most stringent provisions and broadest definitions shall control over less restrictive provisions or definitions to the full extent permitted by law. The Parties further agree that Employee’s obligations set forth in this Section are in addition to any restrictive covenants contained in any Stock Agreement or other surviving agreement (or portion thereof).

10.Return of Company Property. Employee shall immediately return all Company property (e.g., vehicles, company identification, keys, access cards, passwords, credit cards, laptops, files, documents, e-mails, notes, and computer equipment), and all Confidential Information that Employee has in his/her possession or control. By execution of this Agreement, Employee agrees that he/she has not made or retained and shall not make or retain any embodiment, copy or extract of any of the foregoing Company property. Employee understands and agrees that he/she will not be entitled to the consideration described in this Agreement until he/she returns all Company property, even if he/she execute this Agreement and does not revoke it.

11.Confidentiality of Agreement. Except as allowed in this Agreement, Employee agrees that this Agreement is strictly confidential and he/she will not reveal or allow anyone else to reveal the terms of this Agreement (including the amount of the Severance Payment) to anyone, provided that nothing shall prevent Employee from disclosing the terms of this Agreement to his/her spouse, legal or financial advisors, as required by law, or as specifically authorized by the Company in writing, subject to their agreement to keep such information confidential. If Employee is required by law to disclose this Agreement or the terms of this Agreement, Employee agrees to provide advance notice to the Company

prior to any such disclosures. Nothing in this Agreement limits or interferes with Employee’s right, without notice to or authorization from, the Company, to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization or any other federal, state or local governmental agency or commission (each a “Governmental Agency”), or to testify, assist or participate in any investigation, hearing or proceeding conducted by a Governmental Agency. In the event Employee files a charge or complaint with a Government Agency, or a Government Agency asserts a claim on Employee’s behalf, Employee agrees that Employee’s release of claims in this Agreement shall nevertheless bar Employee’s right (if any) to any monetary or other recovery (including reinstatement), except that Employee does not waive Employee’s right to receive an award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934 and any other right where waiver is expressly prohibited by law.

12.Entire Agreement. This Agreement (including the addendums and exhibits), the Stock Agreement(s) (including the Plan as incorporated therein), and the restrictive covenants (including covenants related to intellectual property) and related obligations contained in any other agreement between Employee and Company, constitute the entire agreement of the Parties with respect to the subject matter hereof, and supersede all prior agreements, understandings, representations, negotiations, discussions or arrangements, either oral or written, with the Company regarding matters addressed herein. For the avoidance of doubt, all of (i) the post-termination restrictive covenants contained in any Stock Agreement(s) (including the Plan as incorporated therein), and (ii) the post-termination restrictive covenants contained in any Employment Agreement, Non-Compete Agreement, Confidentiality Agreement, Retention Agreement, or in any other agreement between Employee and Company, are hereby reaffirmed and shall remain binding on Employee and in full force and effect according to their terms following execution of this Agreement. None of the Parties have relied on any statements or representations that have been made by any other Party that are not set forth in this Agreement, and no Party is entitled to rely on any representation, agreement or obligation to disclose information that is not expressly stated in this Agreement.

13.Governing Law. This Agreement will be construed and enforced in accordance with the laws of the State of North Carolina, without regard to its conflict of laws provisions or the conflict of laws provisions of any other jurisdiction which would cause the application of any law other than that of the State of North Carolina.

14.Severability. If any part of this Agreement is found to be invalid or unenforceable, the other portions shall remain valid and enforceable and in full force and effect; however, if any or all of the Initial Release or Final Release is declared invalid or unenforceable, Employee agrees that he/she will promptly execute a valid release and waiver in favor of the Released Parties.

15.Modifications and Amendments. This Agreement may not be modified or amended except by an instrument in writing signed by Employee and an authorized representative of the Company. Employee understands and agrees that any changes the

Parties may make to this Agreement, whether material or immaterial, will not restart the time to consider this Agreement.

16.Dispute Resolution. If there is a dispute arising out of or related to this Agreement, and if the dispute cannot be settled through direct discussions, the aggrieved party shall by written notice demand that the dispute be submitted to non-binding mediation before any action is filed in a court or arbitral forum. Employee and the Company hereby agree to endeavor to settle the dispute in an amicable manner by participating in non-binding mediation held in Houston, Harris County, Texas or such other location as agreed by the Parties, before a mediator jointly selected by the Parties, before either party seeks recourse in court or an arbitral forum. The Parties agree to make a good faith attempt to resolve the dispute through mediation within fourteen (14) days after the written demand for mediation is received by the non-aggrieved party. The cost of mediation shall be split equally between the Parties and each party shall bear its own costs and attorneys’ fees related to the mediation. This provision in no way restricts the right of the Company to immediately seek the enforcement of any of the restrictive covenants contained in this Agreement or any other surviving agreement in order to protect the Company from immediate and irreparable harm to the fullest extent allowed by law.

17.Mandatory Venue and Jury Waiver. The Parties consent to personal jurisdiction in the States of Texas and North Carolina and agree that the exclusive, mandatory venue for any disputes, lawsuits, actions and/or proceedings arising from or related in any way to this Agreement or Employee’s employment are in the state and/or federal courts in Houston, Harris County, Texas or Cary, Wake County, North Carolina. The Parties further agree that in any action to enforce this Agreement or otherwise related to employment, all such matters shall be tried solely before a judge and not a jury, and THE PARTIES AGREE TO WAIVE THEIR RIGHT TO A JURY TRIAL IN ALL SUCH CASES.

18.Section 409A.

(a) If Employee is deemed to be a “Specified Employee” at the time of “Separation fromService,” as such terms are defined in Section 409A of the United States Tax Code (“Code”), and if any portion of the Separation Benefits are subject to Section 409A, the character and timing of any separation payments shall be determined pursuant to this sub-section. If Employee is deemed to be a Specified Employee at the time of the Separation from Service, then to the extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited payment under the Code, such portion of Employee’s separation benefits shall not be provided to Employee prior to 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. For purposes of Section 409A of the Code, each payment that Employee may be eligible to receive under this Agreement shall be treated as a separate and distinct payment and shall not collectively be treated as a single payment.

(b) This Agreement is intended to comply with Section 409A of the United States Tax Code and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Section 409A. It is the intent of the Parties that the

provisions of this Agreement avoid the imposition of the excise tax under Section 409A, therefore, the Company, in its discretion, may amend this Agreement to the extent necessary to avoid or minimize the excise tax under Section 409A and no action taken to comply with Section 409A shall be deemed to adversely affect Employee’s rights under this Agreement. However, in no event shall the Company be liable for any taxes, interest, or penalties imposed on Employee pursuant to or by reason of Section 409A. For purposes of Section 409A if it applies, Employee shall be responsible for proposing a payment schedule compliant with Section 409A to which both Parties must agree, such agreement not to be unreasonably withheld.

19.Waiver. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be an estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel.

20.Inadmissibility of Agreement. Neither this Agreement, nor any of its terms, nor any document, statement, proceeding or conduct related to this Agreement, nor any reports or accounts thereof, shall be construed as, offered or admitted in evidence as, received as, or deemed to be evidence for any purpose adverse to the Parties, including, without limitation, evidence of a presumption, concession, or admission by any of the Parties of any liability, fault, wrongdoing, omission, or damage.

21.Notices. Except as otherwise stated herein, for purposes of this Agreement, all notices or other communications hereunder shall be in writing and shall be effective on receipt and given in person and/or by United States Certified Mail, return receipt requested, postage prepaid, addressed as follows:

To the Company

Cornerstone Building Brands, Inc.

Attn: Chief Human Resources Officer

13105 Northwest Freeway, Suite 500

Houston, Texas 77040

To Employee

At his/her address most recently contained in the Company’s records

Either Party may designate a different address by providing written notice to the other Party.

22.Counterparts and Titles. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, and all of which together will constitute one document. The titles and headings preceding the text of the sections and subsections of this Agreement (including Exhibits) have been inserted solely for convenience of reference and do not constitute a part of this Agreement or affect its meaning, interpretation or effect.

23.Stock Trading and Company Policies. Employee agrees to comply with all Company policies concerning trading in the Company’s securities to the same extent as such policies are applicable to Company employees and officers including, without

limitation, “blackout” periods restricting or prohibiting trading in the Company’s securities, whether regularly scheduled or imposed under special circumstances, and any “lockup” requested by any underwriter concerning an offering of the Company’s securities and, agrees to comply with the foregoing to the extent that he/she is in possession of material non-public information relating to the Company.

24.Non-Alienation. Employee shall not have any right to pledge, hypothecate, anticipate, or in any way create a lien upon any amounts due or payable under this Agreement, including but not limited to the Severance Payment, and no payments or benefits due hereunder shall be assignable in anticipation of payment either by voluntary or involuntary acts or by operation of law. So long as Employee lives, no person, other than the Parties hereto, shall have any rights under or interest in this Agreement or the subject matter hereof, except as expressly provided herein.

25.Third Party Beneficiaries. Each of the Releasees who are not signatories to this Agreement are hereby agreed to be third party beneficiaries of this Agreement and shall be entitled to all rights, benefits, and protections of this Agreement, and shall further be entitled to enforce this Agreement and each of its terms. This Agreement shall be binding on the Parties hereto, together with their respective executors, administrators, successors, personal representatives, heirs, and assigns.

26.Miscellaneous. Nothing in this Agreement restricts Employee from communications with or full cooperation in the investigations of any governmental agency, including the EEOC, NLRB, and SEC, on matters within their jurisdiction or from cooperating with the Company in any internal investigation. However, as stated above, this Agreement does prohibit Employee from recovering any relief, including monetary relief, as a result of such activities (including any settlement related to such filing).

27.California Residents/Workers Only. Employee understands and agrees that if he/she is a California resident or worked for the Company in California at any time, the additional terms and conditions contained in the attached California Addendum shall form a part of this Agreement. By Employee’s signature below, he/she is also agreeing to those terms and conditions.

[Remainder of Page Intentionally Blank]

EACH SIGNATORY TO THIS AGREEMENT HAS ENTERED INTO THIS SEPARATION AGREEMENT AND COMPLETE RELEASE OF CLAIMS KNOWINGLY, VOLUNTARILY, FREELY AND WITHOUT DURESS AFTER HAVING CONSULTED WITH AN ATTORNEY OR ADVISOR OF THEIR CHOICE. EACH SIGNATORY AGREES THAT THEY HAVE FULLY READ AND UNDERSTAND THIS AGREEMENT (INCLUDING EXHIBITS) AND HAVE HAD A FULL AND FAIR OPPORTUNITY TO ASK ANY QUESTIONS THEY HAVE ABOUT THE AGREEMENT.

EMPLOYEE:

By: /s/ John L. Buckley

Date: March 24, 2022

CORNERSTONE BUILDING BRANDS, INC. AND ITS SUBSIDIARIES, AFFILIATES, AND RELATED ENTITIES (INCLUDING THE ENTITIES KNOWN AS NCI GROUP, INC., NCI BUILDING SYSTEMS, INC., PLY GEM INDUSTRIES, INC., AND EMPLOYEE’S HIRING ENTITY)

By: /s/ Katy Theroux

Printed Name: Katy Theroux

Title: EVP, CHRO

Date: March 21, 2022

ANNEX A

Form of Release

For purposes of this release (this “Release”), the “Company” means Cornerstone Building Brands, Inc. and its subsidiaries, affiliates, and related entities (including the entities known as NCI Group, Inc., NCI Building Systems, Inc., Ply Gem Industries, Inc., and Employee’s hiring entity), and “Releasees” (or individually, a “Releasee”) means the Company and all of its and their past, present and future owners, parent companies, subsidiaries, domestic and international affiliates, related entities, partners, divisions, business units, DBAs, predecessors, successors, merged or acquired entities, and joint venturers, and all of the past, present, and future shareholders, stockholders, owners, directors, officers, employees, principals, agents, contractors, partners, representatives, predecessors, successors, assigns, affiliates, subsidiaries, parent companies, related entities, attorneys, insurers, executors, administrators, receivers, and employee welfare, benefit, compensation, and retirement plans (including plan sponsors, fiduciaries, administrators and trustees) of all of the foregoing, and all persons or entities acting by, through, under or in concert with any of them.

By signing this Release, Employee, on his/her behalf and on behalf of his/her heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors in interest, hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY WAIVES, RELEASES, ACQUITS, COVENANTS NOT TO SUE, AND FOREVER DISCHARGES THE COMPANY AND RELEASEES, to the fullest extent permitted by law, from any and all charges, complaints, claims, actions, causes of action, suits, controversies, liabilities, obligations, promises, agreements, grievances, rights, entitlements, demands, costs, losses, damages, debts, and expenses (including attorneys’ fees and legal expenses) of any kind or nature whatsoever, known or unknown, in law or in equity, that Employee now has, owns, or holds, or claims to have, own, or hold, or which Employee at any time heretofore had, owned, or held, or claimed to have had, owned, or held from the beginning of time to the Effective Date of this Release. The Parties agree that this general release of claims shall not include or waive Employee’s pending worker’s compensation claim, if any. For the avoidance of doubt, Employee acknowledges that the Release does not apply to any claims that may arise under the Age Discrimination in Employment Act after the date that Employee signs this Agreement.

Except as expressly provided in this Release, this Release includes but is not limited to (i) all claims arising directly or indirectly from or relating in any way to Employee’s employment with the Company, the conclusion of that employment, and any other acts, events, transactions, communications, or omissions which have occurred or are alleged to have occurred before, during, or after employment through the Effective Date of this Release, (ii) all claims arising out of or relating to any contract, express or implied, whether written or oral, involving Employee and/or any Releasee, including any claim for breach of an express or implied covenant of good faith and fair dealing, (iii) all claims or theories of recovery relating in any way to the employment relationship with the Company, including but not limited to claims for wages, severance or separation payments (except as provided herein), bonuses, commissions, incentive payments or other compensation, employee benefits, misrepresentation, fraud, interference with prospective or actual contractual or

business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and disparate impact), hostile work environment, sexual or other harassment, retaliation, any request to submit to a drug or polygraph test, and/or whistleblowing, whether said claim(s) are brought pursuant to laws of the United States, the States of Texas or North Carolina, the State in which Employee was employed, or any other jurisdiction, (iv) all claims or theories of recovery arising under any local, state, federal or international law, regulation, constitution, or ordinance, or from equity, contract, tort, or other common law, including but not limited to any claim or theory of recovery arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. §§ 1981-1985, the Americans with Disabilities Act, the Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq., the Fair Labor Standards Act, the Worker Adjustment Retraining and Notification Act of 1988, the Older Workers Benefit Protection Act, the Rehabilitation Act of 1973, Executive Order 11246, VEVRAA, the Family and Medical Leave Act, Uniformed Services Employment and Reemployment Rights Act, 38 U.S.C. § 4301, et seq., the Employee Retirement Income Security Act, the Occupational Health Safety Act, the Equal Pay Act, all federal, state, and local employment and wage and hour laws (including those of any State or City in which Employee was employed), and as any such laws or regulations may be amended from time to time, and (v) any other claim arising under the common law or any local, state, federal, or international law or regulation, whether related to employment or not, and whether identified specifically in this Release or not.

This Release also applies to any claims brought by any organization, person, or agency on behalf of Employee or class or collective action under which Employee may have a right or benefit and, by entering into this Release, Employee specifically waives and releases any claims for monetary or other damages (including costs or attorneys’ fees) or relief of any kind (including injunctive and declaratory relief) in any action or proceeding of any kind in which such a claim is asserted or any settlement of same. Employee further acknowledges that this Release may be pled as a complete defense and shall constitute a full and final bar to any claim for damages or other relief based on any matters released herein.

Employee has been advised, and is being advised by this Release, that Employee has been given at least twenty-one (21)calendar days to consider the Release, but Employee can execute this Release at any time prior to the expiration of such review period. To accept this Release, Employee must date and sign and return the Release to the Company by (i) mail to Cornerstone Building Brands, Inc., Attention: Compensation, 13105 Northwest Freeway, Suite 500, Houston, Texas, 77040, or (ii) e-mail to compensation@cornerstone-bb.com. Following execution of the Release, Employee shall have seven (7) days to revoke his/her acceptance of this Agreement. Revocation must be in writing and submitted to the Company at the address and/or e-mail indicated above. Revocation will not be effective unless it is received by the Company prior to the 8th day after Employee executes this Release. This Release shall be effective upon the expiration of the revocation period, and will be irrevocable at that time (hereinafter, the “Effective Date”). None of the consideration listed in the Separation Agreement between the Company and Employee, dated ●, will be provided by the Company unless Employee timely signs this Release and

the revocation period expires without Employee having exercised his/her right ofrevocation in the time periods specified in the Agreement.

EMPLOYEE HAS ENTERED INTO THIS RELEASE KNOWINGLY, VOLUNTARILY, FREELY AND WITHOUT DURESS AFTER HAVING CONSULTED WITH AN ATTORNEY OR ADVISOR OF THEIR CHOICE. EMPLOYEE AGREES THAT THEY HAVE FULLY READ AND UNDERSTAND THIS RELEASE AND HAVE HAD A FULL AND FAIR OPPORTUNITY TO ASK ANY QUESTIONS THEY HAVE ABOUT THE RELEASE.

EMPLOYEE:

By:

Date:

EXHIBIT A

(Return within 10 business days prior to ______________, 2022)

To:	Cornerstone Building Brands, Inc.
	Human Resources Department
	Attention: HR Compensation
	13105 Northwest Freeway, Suite 500
	Houston, Texas 77040
	Email: Compensation@cornerstone-bb.com

Dear Madam or Sir:

This letter is in reference to the Separation Agreement and Complete Release of Claims (“Agreement”) previously entered into between the Company and me.

As provided in that Agreement, I hereby (i) certify my compliance with all the terms in the Agreement, including the restrictive covenants contained therein, the restrictive covenants contained in the LTI Plan or any Stock Agreement, and any other surviving restrictive covenants that may be binding on me, and (ii) re-affirm, restate and again provide you with the complete release of claims set forth in the Agreement, effective as of the date of my signature below.

Sincerely,

Employee Signature

Printed Employee Name:

Date:

EXHIBIT B

Award Number	Award Date	Unvested Shares or unexercised Options	Vesting Treatment
Option 101811	11/16/2018	76,040 Unvested	Forfeit
Option 101908*	03/16/2020	11,674 Vest/Unexercised	Exercise in 60 days
Option 101908	03/16/2020	12,029 Unvested	Forfeit
Option 101924*	03/15/2021	7,401 Vest/Unexercised	Exercise in 60 days
Option 101924	03/15/2021	14,802 Unvested	Forfeit
RSU 4601	11/16/2018	38,020 Unvested	Forfeit
RSU 4780	03/16/2020	3,402 Unvested	Forfeit
RSU 4950	03/15/2021	4,655 Unvested	Forfeit
PSU 4780	03/16/2020	25,511 Unvested	8,155 Forfeit, 17,356 prorated continue to vest 3-15-2023
PSU 4950	03/15/2021	17,455 Unvested	Forfeit

All Unvested Shares shall be forfeited upon termination as indicated above.

All Unvested Shares eligible for Proration will prorate based on the termination date and follow performance award metrics and vesting period.

Any vested Stock Options* must be exercised within 60 days of termination, or they will be forfeited as provided in the Stock Agreement(s) (including the Plan as incorporated therein).

EX-31.1

Exhibit 31.1

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

I, Rose 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 3, 2022

/s/ Rose Lee

Rose Lee

President 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 3, 2022

/s/ Jeffrey S. Lee

Jeffrey S. Lee

Executive Vice President, Chief Financial Officer and Chief Accounting 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 2, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rose Lee, 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 3, 2022

/s/ Rose Lee

Rose Lee

President 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 2, 2022 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 3, 2022

/s/ Jeffrey S. Lee

Jeffrey S. Lee

Executive Vice President, Chief Financial Officer and Chief Accounting 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. 02, 2022	Apr. 26, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Apr. 02, 2022
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	Large 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		127,354,001
Entity Central Index Key	0000883902
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021
Income Statement [Abstract]
Net sales	$ 1,566,838	$ 1,267,032
Cost of sales	1,232,931	1,007,303
Gross profit	333,907	259,729
Selling, general and administrative expenses	176,536	153,168
Intangible asset amortization	49,008	46,202
Restructuring and impairment charges, net	831	1,838
Strategic development and acquisition related costs	4,791	3,313
Gain on legal settlements	(76,575)	0
Income from operations	179,316	55,208
Interest income	32	117
Interest expense	(44,106)	(56,499)
Foreign exchange gain (loss)	1,444	(26)
Other income (expense), net	(37)	337
Income (loss) before income taxes	136,649	(863)
Provision for income taxes	34,366	792
Net income (loss)	102,283	(1,655)
Net income allocated to participating securities	(757)	0
Net income (loss) applicable to common shares	$ 101,526	$ (1,655)
Income (loss) per common share:
Basic (in USD per share)	$ 0.80	$ (0.01)
Diluted (in USD per share)	$ 0.79	$ (0.01)
Weighted average number of common shares outstanding:
Basic (in shares)	127,129	125,506
Diluted (in shares)	128,466	125,506

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021
Comprehensive income:
Net income (loss)	$ 102,283	$ (1,655)
Other comprehensive income, net of tax:
Foreign exchange translation gains	4,784	6,113
Unrealized gain on derivative instruments, net of income tax of $(11,625) and $(2,690), respectively	60,696	9,137
Amount reclassified from Accumulated other comprehensive income (loss) into earnings	7,288	0
Other comprehensive income	72,768	15,250
Comprehensive income	$ 175,051	$ 13,595

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021
Statement of Comprehensive Income [Abstract]
Unrealized gain (loss) on derivative instruments, tax	$ (11,625)	$ (2,690)

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Apr. 02, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 542,035	$ 394,447
Restricted cash	2,211	2,211
Accounts receivable, less allowances of $12,153 and $11,299, respectively	708,340	685,316
Inventories, net	817,715	748,732
Income taxes receivable	3,502	14,514
Investments in debt and equity securities, at market	2,301	2,759
Prepaid expenses and other	99,777	135,701
Assets held for sale	3,400	3,400
Total current assets	2,179,281	1,987,080
Property, plant and equipment, less accumulated depreciation of $674,324 and $656,492, respectively	625,106	612,295
Lease right-of-use assets	295,692	322,608
Goodwill	1,355,161	1,358,056
Intangible assets, net	1,477,430	1,524,635
Deferred income taxes	2,055	1,839
Other assets, net	96,931	20,947
Total assets	6,031,656	5,827,460
Current liabilities:
Current portion of long-term debt	26,000	26,000
Accounts payable	396,408	311,737
Accrued compensation and benefits	82,790	101,164
Accrued interest	12,186	19,775
Accrued income taxes	39,094	3,220
Current portion of lease liabilities	57,477	73,150
Other accrued expenses	281,376	320,389
Total current liabilities	895,331	855,435
Long-term debt	3,005,873	3,010,843
Deferred income taxes	248,726	252,173
Long-term lease liabilities	238,134	251,061
Other long-term liabilities	284,469	281,609
Total long-term liabilities	3,777,202	3,795,686
Stockholders’ equity:
Common stock, $0.01 par value; 200,000,000 authorized; 127,329,476 and 127,329,476 shares issued and outstanding at April 2, 2022, respectively; and 126,992,107 and 126,971,036 shares issued and outstanding at December 31, 2021, respectively	1,273	1,270
Additional paid-in capital	1,287,237	1,279,931
Accumulated earnings (deficit)	3,457	(98,826)
Accumulated other comprehensive income (loss), net	67,156	(5,612)
Treasury stock, at cost (0 and 21,071 shares at April 2, 2022 and December 31, 2021, respectively)	0	(424)
Total stockholders’ equity	1,359,123	1,176,339
Total liabilities and stockholders’ equity	$ 6,031,656	$ 5,827,460

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Apr. 02, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Allowance for doubtful accounts receivable	$ 12,153	$ 11,299
Accumulated depreciation on property, plant and equipment	$ 674,324	$ 656,492
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	127,329,476	126,992,107
Common stock, shares outstanding (in shares)	127,329,476	126,971,036
Treasury stock, shares (in shares)	0	21,071

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021
Cash flows from operating activities:
Net income (loss)	$ 102,283	$ (1,655)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	73,932	72,615
Non-cash interest expense	8,928	2,314
Share-based compensation expense	11,451	3,302
Asset impairment	368	493
Provision for credit losses	242	676
Deferred income taxes	(15,749)	(9,729)
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable	(23,628)	(47,157)
Inventories	(68,857)	(62,028)
Income taxes	11,012	7,976
Prepaid expenses and other	36,446	(7,755)
Accounts payable	84,726	49,424
Accrued expenses	(28,312)	8,597
Other, net	(2,736)	2,958
Net cash provided by operating activities	190,106	20,031
Cash flows from investing activities:
Acquisitions, net of cash acquired	4,396	(180)
Capital expenditures	(33,306)	(21,230)
Proceeds from sale of property, plant and equipment	0	715
Net cash used in investing activities	(28,910)	(20,695)
Cash flows from financing activities:
Payments on term loan	(6,500)	(6,404)
Payments on derivative financing obligations	(3,282)	0
Other	(3,718)	(1,055)
Net cash used in financing activities	(13,500)	(7,459)
Effect of exchange rate changes on cash and cash equivalents	(108)	585
Net increase (decrease) in cash, cash equivalents and restricted cash	147,588	(7,538)
Cash, cash equivalents and restricted cash at beginning of period	396,658	680,478
Cash, cash equivalents and restricted cash at end of period	544,246	672,940
Supplemental disclosure of cash flow information:
Interest paid, net of amounts capitalized	45,879	40,913
Taxes paid, net	$ 1,562	$ 1,949

XML

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Retained Earnings (Deficit)	Accumulated Other Comprehensive Income (Loss)	Treasury Stock
Beginning balance (in shares) at Dec. 31, 2020		125,425,931				25,332
Beginning 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	$ 0	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 income (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)
Beginning balance (in shares) at Dec. 31, 2021		126,992,107				21,071
Beginning balance at Dec. 31, 2021	1,176,339	$ 1,270	1,279,931	(98,826)	(5,612)	$ (424)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Treasury stock purchases (in shares)						(170,400)
Treasury stock purchases	$ (4,082)					$ (4,082)
Retirement of treasury shares (in shares)	200,000	170,400				170,400
Retirement of treasury shares	$ 0	$ (2)	(4,080)			$ 4,082
Issuance of restricted stock (in shares)		472,521
Issuance of restricted stock	$ 0	$ 5	(5)
Stock options exercised (in shares)	35,000,000	35,248
Stock options exercised	$ 364	$ 0	364
Other comprehensive income (loss)	72,768				72,768
Deferred compensation obligation	0	$ 0	(424)			$ 424
Deferred compensation obligation (in shares)						21,071
Share-based compensation	11,451		11,451
Net income (loss)	102,283			102,283
Ending balance (in shares) at Apr. 02, 2022		127,329,476				0
Ending balance at Apr. 02, 2022	$ 1,359,123	$ 1,273	$ 1,287,237	$ 3,457	$ 67,156	$ 0

XML

RECENT DEVELOPMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Apr. 02, 2022

Accounting Policies [Abstract]

RECENT DEVELOPMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 — RECENT DEVELOPMENTS AND 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 Building Brands,” “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, 2022 through April 2, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022.

Certain reclassifications have been made to the prior period amounts in the unaudited consolidated financial statements to conform to the current presentation.

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, 2021, filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2022.

Recent Developments

On March 5, 2022, the Company entered into an Agreement and Plan of Merger (the “CD&R Merger Agreement”), by and among Camelot Return Intermediate Holdings, LLC (“Parent”), Camelot Return Merger Sub, Inc. (“Merger Sub”). Parent and Merger Sub are subsidiaries of investment funds managed by Clayton, Dubilier & Rice (“CD&R”). Upon the terms and subject to the conditions of the CD&R Merger Agreement, among other things, Merger Sub will merge with and into the Company (the “CD&R Merger”). As a result of the CD&R Merger, the Company will cease to be publicly-traded, and investment funds managed by CD&R will become the indirect owner of all of the Company’s outstanding shares of common stock that it does not already own. The proposed transaction has been approved by a special committee of independent directors of the Company’s board of directors (the “Special Committee”) previously formed to evaluate and consider any potential or actual proposal from CD&R. The board of directors of the Company, acting on the Special Committee’s recommendation, resolved unanimously to recommend that the stockholders of the Company vote to adopt and approve the CD&R Merger Agreement. The CD&R Merger is expected to close in the second or third quarter of 2022, subject to customary closing conditions. The waiting period under the Hart-Scott-Rodino Act of 1976, as amended, applicable to the proposed CD&R transaction expired on April 18, 2022. The transaction is subject to approval by holders of a majority of the shares not owned by CD&R and its affiliates.

Additional information about the CD&R Merger Agreement and the CD&R Merger will be set forth in the Company’s Definitive Proxy Statement on Schedule 14A that will be filed with the SEC.

Reporting Periods

The Company’s 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 2, 2022		December 31, 2021
Cash and cash equivalents	$	542,035	$	394,447
Restricted cash (1)	2,211		2,211
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	544,246	$	396,658

(1)Restricted cash primarily relates to indemnification agreements in both periods presented.

Accounts Receivable and Related Allowance

The Company reports accounts receivable net of an 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, 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 provisions 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 2, 2022		April 3, 2021
Ending balance, prior period	$	11,299	$	13,313
Provision for expected credit losses	242		676
Amounts charged against allowance for credit losses, net of recoveries	170		438
Allowance for credit losses of acquired company at date of acquisition	442		—
Ending balance	$	12,153	$	14,427

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, we are not required 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 the Company’s facility and control has transferred to the customer. For certain products, it is industry practice that customers take title to products upon delivery, at which time revenue is then recognized by the Company. For a portion of the Company’s business, when the Company processes customer owned material, control is deemed to transfer to the customer as the processing is being completed. Allowances for cash discounts, volume rebates and other customer incentive programs, as well as gross customer returns, among others, are recorded as a reduction of sales at the time of sale based upon the estimated future outcome. Cash discounts, volume rebates and other customer incentive programs are based upon certain percentages agreed upon with the Company’s various customers, which are typically earned by the customer over an annual period.

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. The Company does 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 the Company 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, the Company receives payment from our customers in advance related to performance obligations that are to be satisfied in the future and recognizes 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 2, 2022		April 3, 2021
Windows Net Sales Disaggregation:
Vinyl windows(1)	$	657,796	$	497,017
Aluminum windows	24,660		20,280
Other	19,654		9,966
Total	$	702,110	$	527,263
Siding Net Sales Disaggregation:
Vinyl siding	$	161,200	$	150,229
Metal	73,702		71,093
Injection molded	18,773		17,609
Stone	20,322		19,831
Other products & services(2)	58,993		57,629
Total	$	332,990	$	316,391
Commercial Net Sales Disaggregation:
Metal building products(3)	$	476,458	$	299,938
Insulated metal panels(4)	—		85,603
Metal coil coating	55,280		37,837
Total	$	531,738	$	423,378
Total Net Sales:	$	1,566,838	$	1,267,032

(1)The Prime Windows LLC (“Prime Windows”) and Cascade Windows, Inc. (“Cascade Windows”) businesses are included in the results of operations as of their April 30, 2021 and August 20, 2021 acquisition dates, respectively.

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

(3)Union Corrugating Company Holdings, Inc. (“UCC”) is included in the results of operations as of its December 3, 2021 acquisition date. The Company’s roll-up sheet doors (“DBCI”) business is only included in the fiscal 2021 results of operations through August 18, 2021, the date on which we divested of this business.

(4)The Company’s insulated metal panels (“IMP”) business is only included in the fiscal 2021 results of operations through August 9, 2021, the date on which we divested of this business.

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ACCOUNTING PRONOUNCEMENTS

3 Months Ended

Apr. 02, 2022

Accounting Standards Update and Change in Accounting Principle [Abstract]

ACCOUNTING PRONOUNCMENTS

ACCOUNTING PRONOUNCEMENTS

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 may be adopted as of March 12, 2020 through December 31, 2022. The Company is evaluating the impact of electing to apply the amendments.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires the recognition and measurement of contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers. This creates an exception to the general recognition and measurement principles in ASC 805. The Company will be required to adopt this guidance in the annual and interim periods for the fiscal year ending December 31, 2023, with early adoption permitted. The amendments in this ASU should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company does not anticipate that the adoption of this guidance will have a material impact on the consolidated financial statements.

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ACQUISITIONS

3 Months Ended

Apr. 02, 2022

Business Combination and Asset Acquisition [Abstract]

ACQUISITIONS

ACQUISITIONS

Union Corrugating Company Holdings, Inc.

On December 3, 2021, the Company completed its acquisition of 100% of the issued and outstanding common stock of Union Corrugating Company Holdings, Inc. (“UCC”) for a purchase price of $214.2 million, including a post-closing adjustment of approximately $2.6 million that was finalized in the first quarter of 2022. UCC is a leading provider of residential metal roofing, metal buildings, and roofing components. The addition of UCC advances our growth strategy by expanding our offering to customers in the high growth metal roofing market. This acquisition was funded through cash available on the balance sheet. The Company reports UCC results within the Commercial segment.

The Company preliminarily 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	$	19,594
Accounts receivable	20,821
Other receivables	16
Inventories	68,727
Prepaid expenses and other current assets	1,356
Property, plant and equipment	24,184
Lease right of use assets	37,964
Goodwill	137,800
Other assets	94
Total assets acquired	310,556
Liabilities assumed:
Accounts payable	32,732
Accrued expenses	22,520
Deferred income taxes	1,289
Current portion of lease liability	3,859
Other current liabilities	1,852
Non-current portion of lease liabilities	34,105
Total liabilities assumed	96,357
Net assets acquired	$	214,199

The $137.8 million of preliminary goodwill was allocated to the Commercial segment. Goodwill from this acquisition is not deductible for tax purposes. The goodwill is primarily attributable to the synergies expected to be realized.

Due to the recent closing of the UCC transaction, the purchase price allocation is preliminary and will be finalized when valuations are complete and final assessment of the fair value of acquired assets and assumed liabilities are completed. There can be no assurance that such finalization will not result in material changes from the preliminary purchase price allocation. The Company’s estimates and assumptions are subject to change during the measurement period (up to one year from the acquisition date) as the Company finalizes the valuations of accounts receivable, other receivables, inventories, prepaid expenses and other current assets, property, plant and equipment, lease right of use assets, goodwill, intangible assets, other assets, accounts payable, accrued expenses, other current liabilities, other long-term liabilities, lease liabilities, and deferred income taxes.

Cascade Windows

On August 20, 2021, the Company completed its acquisition of Cascade Windows, Inc. (“Cascade Windows”) for $237.7 million in cash, including a post-closing adjustment of approximately $1.8 million that was finalized in the first quarter of 2022. Cascade Windows serves the residential new construction and repair and remodel markets with energy efficient vinyl window and door products from various 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 cash available on the balance sheet. The Company reports Cascade Windows’ results within the Windows segment.

The Company preliminarily 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	$	2,838
Accounts receivable	16,956
Other receivables	675
Inventories	16,278
Prepaid expenses and other current assets	1,538
Property, plant and equipment	18,300
Lease right of use assets	21,849
Intangible assets (trade names/customer relationships)	137,660
Goodwill	109,374
Other assets	500
Total assets acquired	325,968
Liabilities assumed:
Accounts payable	17,680
Accrued expenses	7,621
Deferred income taxes	33,221
Current portion of lease liability	247
Other current liabilities	2,349
Non-current portion of lease liabilities	19,926
Other long-term liabilities	7,211
Total liabilities assumed	88,255
Net assets acquired	$	237,713

The $109.4 million of goodwill was allocated to the Windows segment and is not deductible for tax purposes. The goodwill is primarily attributable to the synergies expected to be realized.

The purchase price allocation is preliminary and will be finalized when valuations are complete and final assessment of the fair value of acquired assets and assumed liabilities are completed. There can be no assurance that such finalization will not result in material changes from the preliminary purchase price allocation. The Company’s estimates and assumptions are subject to change during the measurement period (up to one year from the acquisition date) as the Company finalizes the valuations of accounts receivable, prepaid expenses and other current assets, goodwill, accrued expenses, and other current liabilities.

Prime Windows

On April 30, 2021, the Company acquired Prime Windows LLC (“Prime Windows”) for total consideration of $93.0 million, exclusive of a $2.0 million working capital adjustment that was finalized as of December 31, 2021. Prime Windows 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. Prime Windows’ results are reported within the Windows segment.

Unaudited Pro Forma Financial Information

The following table provides unaudited supplemental pro forma results for the Company for the three months ended April 3, 2021 as if the UCC, Cascade Windows and Prime Windows acquisitions had occurred on January 1, 2021 (in thousands, except for per share data):

	Three Months Ended
	April 3, 2021
Net sales	$	1,382,660
Net loss applicable to common shares	(1,455)
Net loss per common share:
Basic	$	(0.01)
Diluted	$	(0.01)

The unaudited supplemental pro forma financial information was prepared based on historical information of the Company, UCC, Cascade Windows and Prime Windows. 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 acquisitions or any integration costs. Unaudited pro forma balances are not necessarily indicative of operating results had the UCC, Cascade Windows and Prime Windows acquisitions occurred on January 1, 2021 or of future results.

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RESTRUCTURING

3 Months Ended

Apr. 02, 2022

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 manufacturing footprint. During the three months ended April 2, 2022, the Company incurred restructuring charges of $0.2 million, $0.2 million and $0.4 million in the Windows, Siding and Commercial segments, respectively. Restructuring charges incurred to date since the current restructuring initiatives began in 2019 are $79.4 million. The following table summarizes the costs related to those restructuring plans for the three months ended April 2, 2022 and costs incurred to date since inception of those initiatives and programs (in thousands):

	Three Months Ended		Costs Incurred to Date
	April 2, 2022		(Since inception)
Severance	$	304	$	40,231
Asset impairments	368		30,446
Gain on sale of facilities, net	—		(1,298)
Other restructuring costs	159		10,036
Total restructuring costs	$	831	$	79,415

For the three months ended April 2, 2022, total restructuring costs are recorded within restructuring and impairment costs in the consolidated statements of operations. The asset impairments of $0.4 million for the three months ended April 2, 2022 primarily included assets that were recorded at fair value less cost to sell, which was less than the assets’ carrying amount.

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 2, 2022 (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	971		264		2,004		457		3,696
Cash payments	(1,262)		(904)		(2,473)		(587)		(5,226)
Balance, December 31, 2021	$	15	$	195	$	1,522	$	300	$	2,032
Costs incurred	212		—		67		25		304
Cash payments	(227)		(195)		(67)		(325)		(814)
Balance, April 2, 2022	$	—	$	—	$	1,522	$	—	$	1,522

We expect to fully execute our restructuring initiatives and programs 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. 02, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL

GOODWILLThe 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, 2020	$	397,024	$	654,821	$	142,884	$	1,194,729
Goodwill recognized from acquisitions	143,964		122		140,342		284,428
Divestiture	—		—		(121,464)		(121,464)
Currency translation	208		155		—		363
Balance, December 31, 2021	$	541,196	$	655,098	$	161,762	$	1,358,056
Currency translation	616		484		—		1,100
Purchase accounting adjustments from prior year acquisitions	(1,442)		(10)		(2,543)		(3,995)
Balance, April 2, 2022	$	540,370	$	655,572	$	159,219	$	1,355,161

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INVENTORIES

3 Months Ended

Apr. 02, 2022

Inventory Disclosure [Abstract]

INVENTORIES

INVENTORIES

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

	April 2, 2022		December 31, 2021
Raw materials	$	507,577	$	485,642
Work in process and finished goods	310,138		263,090
Total inventory	$	817,715	$	748,732

 As of April 2, 2022, the Company had inventory purchase commitments of $235.3 million.

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INTANGIBLES

3 Months Ended

Apr. 02, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLES

INTANGIBLES

The table that follows presents the major components of intangible assets as of April 2, 2022 and December 31, 2021 (in thousands). Intangible assets that are fully amortized have been removed from the disclosures.

	Range of Life (Years)			Weighted Average Amortization Period (Years)	Cost		Accumulated Amortization		Net Carrying Value
As of April 2, 2022
Amortized intangible assets:
Trademarks/Trade names/Other	3	–	15	7	$	241,727	$	(82,707)	$	159,020
Customer lists and relationships	7	–	20	8	1,845,511		(527,101)		1,318,410
Total intangible assets				8	$	2,087,238	$	(609,808)	$	1,477,430
As of December 31, 2021
Amortized intangible assets:
Trademarks/Trade names/Other	3	–	15	7	$	241,727	$	(76,574)	$	165,153
Customer lists and relationships	7	–	20	9	1,845,511		(486,029)		1,359,482
Total intangible assets				8	$	2,087,238	$	(562,603)	$	1,524,635

The Company expects to recognize amortization expense over the next five fiscal years as follows (in thousands):

2022 (excluding the three months ended April 2, 2022)	$	147,108
2023	195,991
2024	195,565
2025	195,306
2026	193,852

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ASSETS HELD FOR SALE

3 Months Ended

Apr. 02, 2022

Discontinued Operations and Disposal Groups [Abstract]

ASSETS HELD FOR SALE

ASSETS HELD FOR SALE

The Company records 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 costs to sell, the Company considers 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 costs to sell of an asset is less than its current carrying value, the asset is written down to its estimated fair value less costs to sell. 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 real property 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. The total carrying value of assets held for sale is $3.4 million and $3.4 million as of April 2, 2022 and December 31, 2021, respectively. Assets held for sale as of April 2, 2022 are under contract. One of the real property assets held for sale with a carrying value of $2.3 million was subsequently sold on April 21, 2022, which is anticipated to result in a gain on sale that will be recorded in the second quarter of fiscal 2022.

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LEASES

3 Months Ended

Apr. 02, 2022

Leases [Abstract]

LEASES

LEASESThe Company has leases for certain office, manufacturing, warehouse and distribution locations, and 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 which are real estate agreements in which future increases in rent are based on an index. Our 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 has elected to exclude 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 the commencement date of the leases. Few of the Company’s lease contracts provide a readily determinable implicit rate. As such, 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 requires 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 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 2, 2022 was as follows:

Weighted-average remaining lease term	7.1 years
Weighted-average IBR	5.65	%

Operating lease costs were as follows (in thousands):

	Three Months Ended
	April 2, 2022		April 3, 2021
Operating lease costs
Fixed lease costs	$	24,201	$	25,967
Short-term lease costs	8,235		2,343
Variable lease costs	23,871		22,383

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

	Three Months Ended
	April 2, 2022		April 3, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	22,240	$	27,019
Right-of-use assets obtained in exchange for new operating lease liabilities	$	6,417	$	5,704

Future minimum lease payments under non-cancelable leases as of April 2, 2022 are as follows (in thousands):

	Operating Leases
2022 (excluding the three months ended April 2, 2022)	$	50,586
2023	67,366
2024	53,886
2025	45,163
2026	36,896
Thereafter	109,419
Total future minimum lease payments	363,316
Less: interest	67,705
Present value of future minimum lease payments	$	295,611
As of April 2, 2022
Current portion of lease liabilities	$	57,477
Long-term portion of lease liabilities	238,134
Total	$	295,611

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SHARE-BASED COMPENSATION

3 Months Ended

Apr. 02, 2022

Share-based Payment Arrangement [Abstract]

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

Our 2003 Long-Term Stock Incentive Plan, as amended (the “2003 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 2003 Incentive Plan but was instead granted pursuant to a separate equity-based compensation plan, the Long-Term Incentive Plan. These Founders Awards were subject to award agreements with the same terms and provisions as awards of the same type granted under the 2003 Incentive Plan.

As of April 2, 2022, and for all periods presented, the Founders Awards and our share-based awards granted under the 2003 Incentive Plan have consisted of RSUs, PSUs and stock options, 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, stock 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 under the 2003 Incentive Plan during the three months ended April 2, 2022 and April 3, 2021 are contingent upon achievement of a cumulative three-year EBITDA growth target with an additional modifier based on total stockholders return. The grant-date fair value of the PSUs granted during the three months ended April 3, 2021 was determined by Monte Carlo simulation.

Stock option awards

During the three months ended April 2, 2022, there were thirty-five thousand options exercised with an intrinsic value of $0.3 million and cash received from the options exercised was $0.4 million. During the three months ended April 3, 2021, there were forty-four thousand options exercised with an intrinsic value of $0.1 million and cash received from the options exercised was $0.5 million.

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 2, 2022, we granted RSUs to certain key employees with a fair value of $1.7 million representing approximately 0.1 million shares. During the three months ended April 3, 2021, we granted RSUs to key employees with a fair value of $8.5 million, representing 0.6 million shares.

Share-based compensation expense

During the three months ended April 2, 2022 and April 3, 2021, we recorded share-based compensation expense for all awards of $11.5 million and $3.3 million, respectively.

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EARNINGS PER COMMON SHARE

3 Months Ended

Apr. 02, 2022

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 2, 2022		April 3, 2021
Numerator for Basic and Diluted Earnings Per Common Share
Net income (loss) applicable to common shares	$	101,526	$	(1,655)
Denominator for Basic and Diluted Earnings Per Common Share
Weighted average basic number of common shares outstanding	127,129		125,506
Common stock equivalents:
Employee stock options	1,337		—
Weighted average diluted number of common shares outstanding	128,466		125,506
Basic income (loss) per common share	$	0.80	$	(0.01)
Diluted income (loss) per common share	$	0.79	$	(0.01)
Incentive Plan securities excluded from dilution(1)	72		1,174

(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. 02, 2022

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 2, 2022 and April 3, 2021 (in thousands):

	Three Months Ended
	April 2, 2022		April 3, 2021
Beginning balance	$	218,356	$	216,230
Warranties sold	390		644
Revenue recognized	(606)		(693)
Expense	10,817		8,827
Settlements	(8,481)		(8,138)
Ending balance	220,476		216,870
Less: current portion	29,944		24,617
Total warranty, less current portion	$	190,532	$	192,253

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

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DEFINED BENEFIT PLANS

3 Months Ended

Apr. 02, 2022

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, the Company 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 and fixed income securities.

Coil Coating Benefit Plans — On January 16, 2015, the Company assumed noncontributory defined benefit plans covering certain hourly employees (the “Coil Coating Benefit Plans”) and which are closed to new participants. Benefits under the Coil Coating 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 Coil Coating Benefit Plans are invested in fixed income funds. The Company 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 Coil Coating Benefit Plans as required by minimum funding standards of the Internal Revenue Code.

Ply Gem Pension Plans — As a result of the merger with Ply Gem Parent, LLC on November 16, 2018, the Company 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. Plan assets of the Ply Gem Plan are invested in broadly diversified portfolios of government obligations, mutual funds, stocks, bonds and fixed income securities.

We refer to the RCC Pension Plan, the Coil Coating 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 (income), before tax for the periods indicated (in thousands):

	Defined Benefit Plans
		Three Months Ended
		April 2, 2022		April 3, 2021
Service cost		$	11	$	14
Interest cost		669		635
Expected return on assets		(1,158)		(1,360)
Amortization of prior service cost		—		16
Amortization of net actuarial loss		50		104
Net periodic benefit income		$	(428)	$	(591)
	OPEB Plans
		Three Months Ended
		April 2, 2022		April 3, 2021
Service cost		$	4	$	4
Interest cost		44		44
Amortization of net actuarial loss		14		18
Net periodic benefit cost		$	62	$	66

In fiscal 2022, the Company expects to contribute $0.5 million to the OPEB Plans. The contributions to the OPEB Plans by retirees vary from none to 25% of the total premiums paid. The Company is not required to make contributions to the Defined Benefit Plans in fiscal 2022.

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LONG-TERM DEBT

3 Months Ended

Apr. 02, 2022

Debt Disclosure [Abstract]

LONG-TERM DEBT

LONG-TERM DEBT

Debt is comprised of the following (in thousands):

	April 2, 2022		December 31, 2021
Term loan facility due April 2028	$	2,574,000	$	2,580,500
6.125% senior notes due January 2029	500,000		500,000
Less: unamortized discounts and unamortized deferred financing costs(1)	(42,127)		(43,657)
Total long-term debt, net of unamortized discounts and unamortized deferred financing costs	3,031,873		3,036,843
Less: current portion of long-term debt	26,000		26,000
Total long-term debt, less current portion	$	3,005,873	$	3,010,843

(1)Includes the unamortized discounts and unamortized deferred financing costs associated with the term loan facility and the 6.125% senior notes due January 2029. The unamortized deferred financing costs associated with the asset-based and revolving credit facilities of $1.2 million and $1.3 million as of April 2, 2022 and December 31, 2021, respectively, are classified in other assets on the consolidated balance sheets.

Term Loan Facility due April 2028 and Cash Flow Revolver

On April 12, 2018, Ply Gem Midco entered into a Cash Flow Agreement (the "Current Cash Flow Credit Agreement"), which provides for (i) a term loan facility (the “Existing 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 “Existing Cash Flow Revolver” and together with the Existing Term Loan Facility, the “Existing Cash Flow Facilities”) of up to $115.0 million.

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 Existing 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 Existing Cash Flow Facilities, and the Company became the Borrower (as defined in the Current Cash Flow Credit Agreement) under the Existing Cash Flow Facilities.

On April 15, 2021, the Company entered into a Second Amendment to the Current 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 Current 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 “ Current Cash Flow Revolver”).

On April 15, 2021, the Company entered into (i) a Third Amendment to Current 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 Current Cash Flow Credit Agreement to, among other things, refinance the Existing Term Loan Facility in an original aggregate principal amount of $1,755.0 million 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 Current 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 “Current Term Loan Facility” and together with the Current Cash Flow Revolver, the “Current 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 8.00% Senior 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.

In connection with the Third Amendment and the Increase Supplement to the Current Cash Flow Credit Agreement, the Company incurred $24.8 million in financing costs of which $13.2 million was deferred and are being amortized using the effective interest method.

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. 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 0.50%) plus an applicable margin of 3.25% per annum or (ii) an alternate base rate plus an applicable margin of 2.25% per annum. At April 2, 2022, the interest rates on the Current Term Loan Facility were as follows:

	April 2, 2022
Interest rate	3.75	%
Effective interest rate	4.02	%

The Company entered into certain interest rate swap agreements in 2019 and 2021 to effectively convert a portion of its variable rate debt to fixed. See Note 15 — Derivatives.

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. There are no amortization payments under the Current Cash Flow Revolver. 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 Current 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. No payments were required in 2021 under the fiscal year 2020 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 2026

On April 12, 2018, Ply Gem Midco entered into an ABL Credit Agreement (the “Current ABL Credit Agreement”), which provides for an asset-based revolving credit facility (the “Existing 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 Existing ABL Facility.

On October 15, 2018, Ply Gem Midco entered into an incremental asset-based revolving credit facility of $36.0 million, which upsized the Existing 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 Existing 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 Existing ABL Facility, and the Company became the Parent Borrower (as defined in the ABL Credit Agreement) under the Existing ABL Facility.

On April 15, 2021, the Company entered into Amendment No. 6 to the Current 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 “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 2, 2022, the Company had the following in relation to the Current ABL Facility (in thousands):

	April 2, 2022
Excess availability	$	565,697
Revolving loans outstanding	—
Letters of credit outstanding	40,069

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.

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 2, 2022, 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 Current 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.

Redemption of 8.00% Senior Notes

On April 15, 2021, the Company redeemed the outstanding $645.0 million aggregate principal amount of the 8.00% Senior Notes due April 2026 (the “8.00% Senior Notes”) for $670.8 million using cash on hand and proceeds from the Incremental Tranche B Term Loans. The redemption resulted in a pre-tax loss on extinguishment of debt of $41.9 million during the year ended December 31, 2021, comprising a make-whole premium of $25.8 million and a write-off of $16.1 million in unamortized deferred financing costs.

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 2, 2022, the Company was in compliance with all covenants that were in effect on such date.

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DERIVATIVES

3 Months Ended

Apr. 02, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVES

DERIVATIVES

We utilize derivative instruments, including interest rate swap agreements and foreign currency hedging contracts, to manage our exposure to interest rate risk and currency fluctuations. We only hold such instruments for economic hedging purposes, not for speculative or trading purposes. Our derivative instruments are transacted only with highly rated institutions, which reduces our exposure to credit risk in the event of nonperformance.

Interest Rate Swaps

We are exposed to interest rate risk associated with fluctuations in interest rates on our floating-rate Current Term Loan Facility. The objective in using interest rate derivatives is to manage our exposure to interest rate movements. To accomplish this objective, we have entered into interest rate swap agreements as part of our interest rate risk management strategy. Interest rate swaps involve the receipt of variable amounts from a counterparty in exchange for the company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

On a monthly basis, we net settle with our swap counterparties for the difference between the fixed rate specified in each swap agreement and the variable rate as applied to the notional amount of the swap.

In May 2019, the Company entered into four-year interest rate swaps to mitigate variability in forecasted interest payments on $1,500 million of the Company’s Current Term Loan Facility. The interest rate swaps effectively converted a portion of the floating rate interest payment into a fixed rate interest payment. Three interest rate swaps each covered a notional amount of $500 million. The Company designated the interest rate swaps as qualifying hedging instruments and accounted for these derivatives as cash flow hedges.

As discussed in Note 14 — Long-Term Debt, the Company refinanced its Term Loan Facility. Contemporaneously with the refinancing on April 15, 2021, we completed a series of transactions to modify our interest rate swap positions as follows: (i) we dedesignated all existing interest rate swaps as cash flow hedges; (ii) we terminated two existing interest rate swaps with a notional value of $500 million each; (iii) we entered into two receive-fixed interest rate swaps with a notional amount of $250 million each, which are designed to offset the terms of an existing, active interest rate swap with a notional amount of $500 million; and (iv) we entered into two pay-fixed interest rate swaps with a notional amount of $750 million each, effectively blending the liability position of our existing interest rate swap agreements into the new swaps and extending the term of our hedged position to April 2026.

The amount remaining in accumulated other comprehensive loss for the dedesignated and terminated swaps as of April 2, 2022 was approximately $37.4 million and is being amortized as an increase to interest expense over the effective period of the original swap agreements.

The new receive-fixed interest rate swaps remain undesignated to economically offset the dedesignated existing, active swap. The new receive-fixed swaps and the dedesignated existing, active swap mature on July 12, 2023. Cash settlements related to the receive-fixed interest rate swaps are classified as operating activities in the consolidated statements of cash flows.

The new pay-fixed interest rate swaps also qualify as hybrid instruments in accordance with ASC 815, Derivatives and Hedging, consisting of a financing component and an embedded at-market derivative that was designated as a cash flow hedge. The financing component is accounted for at amortized cost over the life of the swap while the embedded at-market derivative is accounted for at fair value. The new swaps are indexed to one-month LIBOR and are net settled on a monthly basis with the counterparty for the difference between the fixed rate of 2.0369% and 2.0340%, respectively, and the variable rate based upon one-month LIBOR (subject to a floor of 0.5%) as applied to the notional amount of the swaps. In connection with the transactions discussed above, no cash was exchanged between the Company and the counterparty. The liability of the terminated interest rate swaps as well as the inception value of the receive-fixed interest rate swap was blended into the new pay-fixed interest rate swap. The cash flows related to the portion treated as a financing component are classified as financing activities while the cash flows related to the portion treated as an at-market derivative are classified as operating activities in the consolidated statements of cash flows.

The key terms of interest rate swaps are as follows (amounts in thousands):

			April 2, 2022			December 31, 2021
Effective Date	Fixed Rate Paid (Received)		Notional Amount		Status	Notional Amount		Status	Maturity Date
Entered into May 2019:
July 12, 2019	2.1570	%	$	—	Terminated	$	—	Terminated	July 12, 2023
July 12, 2019	2.1560	%	—		Terminated	—		Terminated	July 12, 2023
July 12, 2019	2.1680	%	500,000		Active	500,000		Active	July 12, 2023
Entered into April 2021:
April 15, 2021	2.0369	%	750,000		Active	750,000		Active	April 15, 2026
April 15, 2021	2.0340	%	750,000		Active	750,000		Active	April 15, 2026
April 15, 2021	(2.1680)	%	(250,000)		Active	(250,000)		Active	July 12, 2023
April 15, 2021	(2.1680)	%	(250,000)		Active	(250,000)		Active	July 12, 2023
			$	1,500,000		$	1,500,000

The embedded at-market derivative portion of our interest rate swap agreements is recognized at fair value on the consolidated balance sheets. It is valued using pricing models that rely on market observable inputs such as yield curve data, which are classified as Level 2 inputs within the fair value hierarchy.

Foreign Currency Forward Contracts

The Company enters into forward contracts to hedge a portion of its non-functional currency inventory purchases. These forward contracts are established to protect the Company from variability in cash flows attributable to changes in the U.S. dollar relative to the Canadian dollar. The forward contracts are highly correlated to the changes in the U.S. dollar relative to the Canadian dollar. All of the Company’s foreign currency forward contracts are initially designated as qualifying hedging instruments and accounted for as cash flow hedges in accordance with ASC 815, Derivatives and Hedging. 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. The Company may dedesignate cash flow hedges in advance of the occurrence of the forecasted transactions.

During the three months ended April 2, 2022 and April 3, 2021, the Company realized a loss of approximately thirty-five thousand dollars and $0.1 million, respectively, within cost of goods sold in the consolidated statements of operations based on the foreign currency forward contracts described above. 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. As of April 2, 2022 and December 31, 2021, the Company had a hedge asset of approximately $0.2 million and $0.7 million respectively, and

a gain of approximately $0.3 million and $0.8 million in accumulated other comprehensive loss, respectively, on the consolidated balance sheets.

Fair Values of Derivatives on the Consolidated Balance Sheets

The fair values of our derivatives and their presentation on the consolidated balance sheets as of April 2, 2022 and December 31, 2021 were as follows (in thousands):

		April 2, 2022				December 31, 2021
		Assets		Liabilities		Assets		Liabilities
Derivatives not designated as hedging instruments	Financial statement line item
Interest rate swaps	Other assets(1)	$	336	$	—	$	11,543	$	—
	Other long-term liabilities(2)	—		336		—		11,543
		$	336	$	336	$	11,543	$	11,543
Derivatives designated as hedging instruments	Financial statement line item
Interest rate swaps	Other assets(3)	$	87,356	$	—	$	—	$	—
	Other accrued expenses(3)	—		13,127		—		13,127
	Other long-term liabilities(3)	—		40,067		—		28,279
Foreign currency forward contracts	Prepaid expenses and other	249		—		728		—
		$	87,605	$	53,194	$	728	$	41,406

(1)The balances relate to a receive-fixed interest rate swaps for which the fair value option has been elected.

(2)The balances relate to a pay-fixed May 2019 active interest rate swap which has been dedesignated as a cash flow hedge.

(3)The balances relate to the pay-fixed interest rate swaps, including the financing component.

Effect of Derivatives on the Consolidated Statements of Operations

The portion of gains or losses on the derivative instruments previously included in accumulated other comprehensive income for dedesignated hedges remains in accumulated other comprehensive income until the forecasted transaction occurs or becomes probable of not occurring. Changes in the value of derivative instruments after dedesignation are recorded in earnings and are included in the Derivatives not designated as hedging instruments section below. The effect of our derivatives and their presentation on the consolidated statements of operations for the three months ended April 2, 2022 and April 3, 2021 were as follows (in thousands):

		Three Months Ended
		April 2, 2022		April 3, 2021
Derivatives not designated as hedging instruments	Financial statement line item
Interest rate swaps	Interest expense(1)	$	7,288	$	—
Foreign currency forward contracts	Cost of sales	35		79
		$	7,323	$	79
Derivatives designated as hedging instruments
Interest rate swaps	Interest expense	2,540		7,821
		$	2,540	$	7,821

(1)The balance relates to the reclassification from accumulated other comprehensive loss to interest expense due to dedesignation from hedge accounting of all May 2019 interest rate swaps.

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CD&R INVESTOR GROUP

3 Months Ended

Apr. 02, 2022

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, 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.

On March 5, 2022, the Company entered into an Agreement and Plan of Merger (the “CD&R Merger Agreement”), by and among Camelot Return Intermediate Holdings, LLC (“Parent”), Camelot Return Merger Sub, Inc. (“Merger Sub”). Parent and Merger Sub are subsidiaries of investment funds managed by Clayton, Dubilier & Rice (“CD&R”). Upon the terms and subject to the conditions of the CD&R Merger Agreement, among other things, Merger Sub will merge with and into the Company (the “CD&R Merger”). As a result of the CD&R Merger, the Company will cease to be publicly-traded, and investment funds managed by CD&R will become the indirect owner of all of the Company’s outstanding shares of common stock that it does not already own. The proposed transaction has been approved by a special committee of independent directors of the Company’s board of directors (the “Special Committee”) previously formed to evaluate and consider any potential or actual proposal from CD&R. The board of directors of the Company, acting on the Special Committee’s recommendation, resolved unanimously to recommend that the stockholders of the Company vote to adopt and approve the CD&R Merger Agreement. The CD&R Merger is expected to close in the second or third quarter of 2022, subject to customary closing conditions. The waiting period under the Hart-Scott-Rodino Act of 1976, as amended, applicable to the proposed CD&R transaction expired on April 18, 2022. The CD&R Merger is subject to approval by holders of a majority of the shares not owned by CD&R and its affiliates.

Additional information about the CD&R Merger Agreement and the CD&R Merger will be set forth in the Company’s Definitive Proxy Statement on Schedule 14A that will be filed with the SEC.

As of April 2, 2022 and December 31, 2021, the CD&R Investor Group owned approximately 48.6% and 48.8%, respectively, of the outstanding shares of the Company’s Common Stock.

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STOCK REPURCHASE PROGRAM

3 Months Ended

Apr. 02, 2022

Equity [Abstract]

STOCK REPURCHASE PROGRAM

STOCK REPURCHASE PROGRAMOn March 7, 2018, the Company announced that its Board of Directors authorized a new stock repurchase program for the repurchase of up to $50.0 million of the Company’s outstanding Common Stock. Under the repurchase program, the Company

is authorized to repurchase shares at times and in amounts that it deems appropriate in accordance with all applicable securities laws and regulations. There is no time limit on the duration of the program and shares repurchased pursuant to the repurchase program are usually retired.

During the three months ended April 2, 2022 and April 3, 2021, there were no stock repurchases under the stock repurchase program. As of April 2, 2022, $49.1 million remained available for stock repurchases under the stock repurchase program. 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 2, 2022 and April 3, 2021, the Company withheld approximately 0.2 million and 0.1 million 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 2, 2022, the Company cancelled approximately 0.2 million 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 a $4.1 million decrease in both treasury stock and additional paid in capital during the three months ended April 2, 2022.

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FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

3 Months Ended

Apr. 02, 2022

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 2, 2022 and December 31, 2021 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 2, 2022, there were no borrowings outstanding under the Current ABL Facility and no outstanding indebtedness under 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 2, 2022				December 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Term Loan Facility	$	2,574,000	$	2,490,345	$	2,580,500	$	2,570,823
6.125% Senior Notes	500,000		465,000		500,000		531,900

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 value of the 6.125% senior notes was 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 2, 2022 and December 31, 2021.

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: Interest rate swaps are based on cash flow hedge contracts that have fixed rate structures and are measured against market-based LIBOR yield curves. These interest rate swaps are classified within Level 2 of the fair value hierarchy because they are valued using alternative pricing sources or models that utilized market observable inputs, including current and forward interest rates.

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

The following tables summarize information regarding our financial assets and liabilities that are measured at fair value on a recurring basis as of April 2, 2022 and December 31, 2021, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands):

	April 2, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Short-term investments in deferred compensation plan(1):
Money market	$	66	$	—	$	—	$	66
Mutual funds – Growth	159		—		—		159
Mutual funds – Blend	1,511		—		—		1,511
Mutual funds – Foreign blend	424		—		—		424
Mutual funds – Fixed income	—		141		—		141
Total short-term investments in deferred compensation plan(2)	2,160		141		—		2,301
Foreign currency forward contracts	—		249		—		249
Interest rate swap assets(3)	—		87,692		—		87,692
Total assets	$	2,160	$	88,082	$	—	$	90,242
Liabilities:
Deferred compensation plan liability(2)	$	—	$	2,704	$	—	$	2,704
Interest rate swap liabilities(4)	—		53,530		—		53,530
Total liabilities	$	—	$	56,234	$	—	$	56,234

	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Short-term investments in deferred compensation plan(1):
Money market	$	24	$	—	$	—	$	24
Mutual funds – Growth	557		—		—		557
Mutual funds – Blend	1,560		—		—		1,560
Mutual funds – Foreign blend	467		—		—		467
Mutual funds – Fixed income	—		151		—		151
Total short-term investments in deferred compensation plan(2)	2,608		151		—		2,759
Foreign currency forward contracts	—		728		—		728
Interest rate swap assets(3)	—		11,543		—		11,543
Total assets	$	2,608	$	12,422	$	—	$	15,030
Liabilities:
Deferred compensation plan liability(2)	$	—	$	2,759	$	—	$	2,759
Interest rate swap liabilities(4)	—		52,949		—		52,949
Total liabilities	$	—	$	55,708	$	—	$	55,708

(1)Unrealized holding gains (losses) for the three months ended April 2, 2022 and April 3, 2021 were $(0.3) million and $0.1 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)The balance as of April 2, 2022 includes $87.4 million and $0.3 million related to the pay-fixed interest rate swaps and the receive-fixed interest rate swaps for which the fair value option has been elected, respectively. The balance as of December 31, 2021 is related to the receive-fixed interest rate swaps for which the fair value option has been elected.

(4)The balances as of April 2, 2022 and December 31, 2021 include $53.2 million and $41.4 million, respectively, related to the pay-fixed interest rate swaps, and $0.3 million and $11.5 million, respectively, related to the pay-fixed May 2019 active interest rate swap which has been dedesignated as a cash flow hedge.

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INCOME TAXES

3 Months Ended

Apr. 02, 2022

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 2, 2022, the Company’s estimated annual effective income tax rate of ordinary forecasted pre-tax book income was approximately 28.1%, which varied from the statutory rate primarily due to state income tax expense, valuation allowances, foreign income taxes, and executive compensation. For the three months ended April 2, 2022, the effective tax rate was 25.1%, which varied from the annual effective tax rate due to discrete items recorded during the period, including legal settlement income received, interest recorded on unrecognized tax benefits, adjustments to state income tax rates, and stock compensation.

Valuation allowance

As of April 2, 2022, the Company remained in a valuation allowance position, in the amount of $14.6 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 2, 2022, the tax reserves increased by approximately $0.4 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 2, 2022 was approximately $17.8 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 social security payments of approximately $19.9 million as of December 31, 2020. In December 2021, the Company paid approximately $10 million in deferred employer social security payments and has approximately $10 million recorded in current liabilities on the consolidated balance sheet as of April 2, 2022 that will be paid by December 31, 2022.

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SEGMENT INFORMATION

3 Months Ended

Apr. 02, 2022

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 based 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 2, 2022		April 3, 2021
Net sales:
Windows	$	702,110	$	527,263
Siding	332,990		316,391
Commercial	531,738		423,378
Total net sales	$	1,566,838	$	1,267,032
Operating income:
Windows	$	46,245	$	29,362
Siding	27,423		27,528
Commercial	80,943		41,585
Corporate	24,705		(43,267)
Total operating income	179,316		55,208
Unallocated other expense, net	(42,667)		(56,071)
Income (loss) before taxes	$	136,649	$	(863)
	April 2, 2022		December 31, 2021
Total assets:
Windows	$	2,232,057	$	2,223,098
Siding	2,083,123		2,060,275
Commercial	1,015,922		1,073,264
Corporate	700,554		470,823
Total assets	$	6,031,656	$	5,827,460

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CONTINGENCIES

3 Months Ended

Apr. 02, 2022

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. 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 2, 2022.

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 could result in substantial fines or penalties, civil sanctions, injunctive relief, consent orders, or requirements to install pollution controls or other abatement equipment.

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 the Company or its 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 U.S. Environmental Protection Agency (“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 based on the investigations was submitted to the VDEQ for review and approval in September 2019. Upon completion of a 30-day public comment period, the VDEQ issued its Final Decision and Response to Comments approving a final remedy in May 2021. The final remedy consists of continuing groundwater monitoring until the VDEQ’s corrective actions have been met; and implementing and complying with land use restrictions and institutional controls imposed by an environmental covenant. The Company has recorded a liability of $4.5 million for this MW site, of which $1.0 million is in other current liabilities and $3.5 million is in other long-term liabilities on the Company’s consolidated balance sheet as of April 2, 2022. 

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 at the site and has liability for investigation and remediation costs associated with the contamination. In May 2019, KBP and an unrelated respondent 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 approved by the EPA in December 2019. Two phases of RI field sampling were completed through May 2021 and a Monitoring Well Plan was approved by the EPA in November 2021; well installation is planned in 2022. The Company has recorded a liability of $4.4 million within other current liabilities on its consolidated balance sheet as of April 2, 2022. If necessary, the Company will adjust its remediation liability if the RI/FS scope materially changes or the EPA imposes additional investigative requirements. 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 $1.6 million liability related to the settlement in other current liabilities on the Company’s consolidated balance sheet as of April 2, 2022.

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 purported 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 asserted 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 sought damages in an amount to be determined at trial. On August 25, 2021, the parties to the case filed a Stipulation of Compromise and Settlement (“Stipulation”) setting forth their agreement to settle the litigation. The Stipulation provides for CD&R, CD&R Fund VIII, and the eight director defendants to cause their respective insurers to pay a total of $100 million into an escrow account that will be used to pay escrow expenses, satisfy any fee and incentive amounts awarded by the court in favor of plaintiff and plaintiff’s counsel, and distribute the remaining funds to the Company. The Stipulation further provided that plaintiff’s counsel would apply for an award of attorneys’ fees and litigation expenses in an amount of up to 23.5% of the $100 million payment by the insurers, and that any incentive award for the named plaintiff will be paid solely from the amount of plaintiff attorneys’ fees awarded. This Stipulation required court approval. On January 19, 2022, the Court held a hearing, verbally approved the Stipulation, and approved the plaintiff’s counsel’s application for a fee award of 23.5% of the $100 million settlement payment and the incentive award. On January 20, 2022, the Court entered an Order and Final Judgment approving the Stipulation. During the quarter ended April 2, 2022, the matter was resolved as the Company received $76.5 million in cash proceeds from the Stipulation, which was recorded in gain on legal settlements in the consolidated statement of operations.

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 (“AISC”) 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 was appealed by the AISC and, on September 22, 2021, the U.S. Court of International Trade (“CIT”) issued an opinion upholding the USITC’s determination that there was no injury or threat of injury to the domestic FSS industry caused by the cumulated imports of FSS from Mexico, Canada, and China. The AISC has appealed the CIT decision to the U.S. Court of Appeals for the Federal Circuit (“CAFC”). 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, in all tribunals including the CAFC as well as the tribunal established pursuant to the North American Free Trade Agreement (“NAFTA”). The Company’s position is in agreement with, and bolstered by, the USITC’s determination that FSS imports do not cause material injury or threaten material injury to the U.S. industry and the CIT’s sustaining of the USITC’s final negative injury determination. We have evaluated this matter in accordance with ASC 450, Contingencies, and concluded that no liability to the Company is probable and estimable as of April 2, 2022.

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SUBSEQUENT EVENTS	3 Months Ended
	Apr. 02, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTSOn April 10, 2022, the Company entered into a Membership Interest Purchase Agreement (the “Coil Coatings Purchase Agreement”) with BlueScope Steel North America Corporation, a Delaware corporation (“BlueScope”) and a subsidiary of BlueScope Steel Limited, to sell the Company’s metal coil coatings business to BlueScope for an aggregate purchase price of $500 million in cash, subject to certain customary adjustments (the “Coil Coatings Transaction”). The Coil Coatings Transaction is subject to the satisfaction of customary closing conditions, including the expiration or termination of the waiting period under the HSR Act. Subject to the satisfaction or waiver of certain conditions and the other terms and conditions of the Coil Coatings Purchase Agreement, the Coil Coatings Transaction is expected to close in 2022. Pursuant to the CD&R Merger Agreement, an affiliate of CD&R consented to the Company’s entry into the Coil Coatings Purchase Agreement.

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RECENT DEVELOPMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Apr. 02, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited consolidated financial statements for Cornerstone Building Brands, Inc. (together with its subsidiaries, unless otherwise indicated, the “Company,” “Cornerstone Building Brands,” “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, 2022 through April 2, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022.

Certain reclassifications have been made to the prior period amounts in the unaudited consolidated financial statements to conform to the current presentation.

Reporting Periods

Reporting Periods

The Company’s 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 Receivable and Related Allowance

Accounts Receivable and Related Allowance

The Company reports accounts receivable net of an 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, 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 provisions 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, we are not required 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 the Company’s facility and control has transferred to the customer. For certain products, it is industry practice that customers take title to products upon delivery, at which time revenue is then recognized by the Company. For a portion of the Company’s business, when the Company processes customer owned material, control is deemed to transfer to the customer as the processing is being completed. Allowances for cash discounts, volume rebates and other customer incentive programs, as well as gross customer returns, among others, are recorded as a reduction of sales at the time of sale based upon the estimated future outcome. Cash discounts, volume rebates and other customer incentive programs are based upon certain percentages agreed upon with the Company’s various customers, which are typically earned by the customer over an annual period.

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. The Company does 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 the Company 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, the Company receives payment from our customers in advance related to performance obligations that are to be satisfied in the future and recognizes 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 2, 2022		April 3, 2021
Windows Net Sales Disaggregation:
Vinyl windows(1)	$	657,796	$	497,017
Aluminum windows	24,660		20,280
Other	19,654		9,966
Total	$	702,110	$	527,263
Siding Net Sales Disaggregation:
Vinyl siding	$	161,200	$	150,229
Metal	73,702		71,093
Injection molded	18,773		17,609
Stone	20,322		19,831
Other products & services(2)	58,993		57,629
Total	$	332,990	$	316,391
Commercial Net Sales Disaggregation:
Metal building products(3)	$	476,458	$	299,938
Insulated metal panels(4)	—		85,603
Metal coil coating	55,280		37,837
Total	$	531,738	$	423,378
Total Net Sales:	$	1,566,838	$	1,267,032

(1)The Prime Windows LLC (“Prime Windows”) and Cascade Windows, Inc. (“Cascade Windows”) businesses are included in the results of operations as of their April 30, 2021 and August 20, 2021 acquisition dates, respectively.

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

(3)Union Corrugating Company Holdings, Inc. (“UCC”) is included in the results of operations as of its December 3, 2021 acquisition date. The Company’s roll-up sheet doors (“DBCI”) business is only included in the fiscal 2021 results of operations through August 18, 2021, the date on which we divested of this business.

(4)The Company’s insulated metal panels (“IMP”) business is only included in the fiscal 2021 results of operations through August 9, 2021, the date on which we divested of this business.

Adopted Accounting Pronouncements and Recent Accounting Pronouncements

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 may be adopted as of March 12, 2020 through December 31, 2022. The Company is evaluating the impact of electing to apply the amendments.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires the recognition and measurement of contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers. This creates an exception to the general recognition and measurement principles in ASC 805. The Company will be required to adopt this guidance in the annual and interim periods for the fiscal year ending December 31, 2023, with early adoption permitted. The amendments in this ASU should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company does not anticipate that the adoption of this guidance will have a material impact on the consolidated financial statements.

Leases

The Company has leases for certain office, manufacturing, warehouse and distribution locations, and 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 which are real estate agreements in which future increases in rent are based on an index. Our 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 has elected to exclude 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 the commencement date of the leases. Few of the Company’s lease contracts provide a readily determinable implicit rate. As such, 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 requires 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 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 2, 2022 and December 31, 2021.

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: Interest rate swaps are based on cash flow hedge contracts that have fixed rate structures and are measured against market-based LIBOR yield curves. These interest rate swaps are classified within Level 2 of the fair value hierarchy because they are valued using alternative pricing sources or models that utilized market observable inputs, including current and forward interest rates.

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

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RECENT DEVELOPMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Apr. 02, 2022

Accounting Policies [Abstract]

Schedule of Cash and Cash Equivalents

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 2, 2022		December 31, 2021
Cash and cash equivalents	$	542,035	$	394,447
Restricted cash (1)	2,211		2,211
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	544,246	$	396,658

(1)Restricted cash primarily relates to indemnification agreements in both periods presented.

Schedule of Restricted Cash and Cash Equivalents

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 2, 2022		December 31, 2021
Cash and cash equivalents	$	542,035	$	394,447
Restricted cash (1)	2,211		2,211
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$	544,246	$	396,658

(1)Restricted cash primarily relates to indemnification agreements in both periods presented.

Rollforward of Uncollectible Accounts

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

	Three Months Ended
	April 2, 2022		April 3, 2021
Ending balance, prior period	$	11,299	$	13,313
Provision for expected credit losses	242		676
Amounts charged against allowance for credit losses, net of recoveries	170		438
Allowance for credit losses of acquired company at date of acquisition	442		—
Ending balance	$	12,153	$	14,427

Schedule of Disaggregation of Revenue

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

	Three Months Ended
	April 2, 2022		April 3, 2021
Windows Net Sales Disaggregation:
Vinyl windows(1)	$	657,796	$	497,017
Aluminum windows	24,660		20,280
Other	19,654		9,966
Total	$	702,110	$	527,263
Siding Net Sales Disaggregation:
Vinyl siding	$	161,200	$	150,229
Metal	73,702		71,093
Injection molded	18,773		17,609
Stone	20,322		19,831
Other products & services(2)	58,993		57,629
Total	$	332,990	$	316,391
Commercial Net Sales Disaggregation:
Metal building products(3)	$	476,458	$	299,938
Insulated metal panels(4)	—		85,603
Metal coil coating	55,280		37,837
Total	$	531,738	$	423,378
Total Net Sales:	$	1,566,838	$	1,267,032

(1)The Prime Windows LLC (“Prime Windows”) and Cascade Windows, Inc. (“Cascade Windows”) businesses are included in the results of operations as of their April 30, 2021 and August 20, 2021 acquisition dates, respectively.

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

(3)Union Corrugating Company Holdings, Inc. (“UCC”) is included in the results of operations as of its December 3, 2021 acquisition date. The Company’s roll-up sheet doors (“DBCI”) business is only included in the fiscal 2021 results of operations through August 18, 2021, the date on which we divested of this business.

(4)The Company’s insulated metal panels (“IMP”) business is only included in the fiscal 2021 results of operations through August 9, 2021, the date on which we divested of this business.

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ACQUISITIONS (Tables)

3 Months Ended

Apr. 02, 2022

Business Combination and Asset Acquisition [Abstract]

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

The Company preliminarily 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	$	19,594
Accounts receivable	20,821
Other receivables	16
Inventories	68,727
Prepaid expenses and other current assets	1,356
Property, plant and equipment	24,184
Lease right of use assets	37,964
Goodwill	137,800
Other assets	94
Total assets acquired	310,556
Liabilities assumed:
Accounts payable	32,732
Accrued expenses	22,520
Deferred income taxes	1,289
Current portion of lease liability	3,859
Other current liabilities	1,852
Non-current portion of lease liabilities	34,105
Total liabilities assumed	96,357
Net assets acquired	$	214,199

The Company preliminarily 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	$	2,838
Accounts receivable	16,956
Other receivables	675
Inventories	16,278
Prepaid expenses and other current assets	1,538
Property, plant and equipment	18,300
Lease right of use assets	21,849
Intangible assets (trade names/customer relationships)	137,660
Goodwill	109,374
Other assets	500
Total assets acquired	325,968
Liabilities assumed:
Accounts payable	17,680
Accrued expenses	7,621
Deferred income taxes	33,221
Current portion of lease liability	247
Other current liabilities	2,349
Non-current portion of lease liabilities	19,926
Other long-term liabilities	7,211
Total liabilities assumed	88,255
Net assets acquired	$	237,713

Business Acquisition, Pro Forma Information

The following table provides unaudited supplemental pro forma results for the Company for the three months ended April 3, 2021 as if the UCC, Cascade Windows and Prime Windows acquisitions had occurred on January 1, 2021 (in thousands, except for per share data):

	Three Months Ended
	April 3, 2021
Net sales	$	1,382,660
Net loss applicable to common shares	(1,455)
Net loss per common share:
Basic	$	(0.01)
Diluted	$	(0.01)

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RESTRUCTURING (Tables)

3 Months Ended

Apr. 02, 2022

Restructuring and Related Activities [Abstract]

Summary of Restructuring Plan Costs and Charges

The following table summarizes the costs related to those restructuring plans for the three months ended April 2, 2022 and costs incurred to date since inception of those initiatives and programs (in thousands):

	Three Months Ended		Costs Incurred to Date
	April 2, 2022		(Since inception)
Severance	$	304	$	40,231
Asset impairments	368		30,446
Gain on sale of facilities, net	—		(1,298)
Other restructuring costs	159		10,036
Total restructuring costs	$	831	$	79,415

Summary of Restructuring Liability and Cash Payment

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 2, 2022 (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	971		264		2,004		457		3,696
Cash payments	(1,262)		(904)		(2,473)		(587)		(5,226)
Balance, December 31, 2021	$	15	$	195	$	1,522	$	300	$	2,032
Costs incurred	212		—		67		25		304
Cash payments	(227)		(195)		(67)		(325)		(814)
Balance, April 2, 2022	$	—	$	—	$	1,522	$	—	$	1,522

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GOODWILL (Tables)

3 Months Ended

Apr. 02, 2022

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, 2020	$	397,024	$	654,821	$	142,884	$	1,194,729
Goodwill recognized from acquisitions	143,964		122		140,342		284,428
Divestiture	—		—		(121,464)		(121,464)
Currency translation	208		155		—		363
Balance, December 31, 2021	$	541,196	$	655,098	$	161,762	$	1,358,056
Currency translation	616		484		—		1,100
Purchase accounting adjustments from prior year acquisitions	(1,442)		(10)		(2,543)		(3,995)
Balance, April 2, 2022	$	540,370	$	655,572	$	159,219	$	1,355,161

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INVENTORIES (Tables)

3 Months Ended

Apr. 02, 2022

Inventory Disclosure [Abstract]

Schedule of Inventory Components

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

	April 2, 2022		December 31, 2021
Raw materials	$	507,577	$	485,642
Work in process and finished goods	310,138		263,090
Total inventory	$	817,715	$	748,732

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INTANGIBLES (Tables)

3 Months Ended

Apr. 02, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Activity

The table that follows presents the major components of intangible assets as of April 2, 2022 and December 31, 2021 (in thousands). Intangible assets that are fully amortized have been removed from the disclosures.

	Range of Life (Years)			Weighted Average Amortization Period (Years)	Cost		Accumulated Amortization		Net Carrying Value
As of April 2, 2022
Amortized intangible assets:
Trademarks/Trade names/Other	3	–	15	7	$	241,727	$	(82,707)	$	159,020
Customer lists and relationships	7	–	20	8	1,845,511		(527,101)		1,318,410
Total intangible assets				8	$	2,087,238	$	(609,808)	$	1,477,430
As of December 31, 2021
Amortized intangible assets:
Trademarks/Trade names/Other	3	–	15	7	$	241,727	$	(76,574)	$	165,153
Customer lists and relationships	7	–	20	9	1,845,511		(486,029)		1,359,482
Total intangible assets				8	$	2,087,238	$	(562,603)	$	1,524,635

Schedule of Amortization Expense Over Next Five Fiscal Years

The Company expects to recognize amortization expense over the next five fiscal years as follows (in thousands):

2022 (excluding the three months ended April 2, 2022)	$	147,108
2023	195,991
2024	195,565
2025	195,306
2026	193,852

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LEASES (Tables)

3 Months Ended

Apr. 02, 2022

Leases [Abstract]

Lease, Cost

Weighted average information about the Company’s lease portfolio as of April 2, 2022 was as follows:

Weighted-average remaining lease term	7.1 years
Weighted-average IBR	5.65	%

Operating lease costs were as follows (in thousands):

	Three Months Ended
	April 2, 2022		April 3, 2021
Operating lease costs
Fixed lease costs	$	24,201	$	25,967
Short-term lease costs	8,235		2,343
Variable lease costs	23,871		22,383

Schedule of Cash Flow, Supplemental Disclosures

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

	Three Months Ended
	April 2, 2022		April 3, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	22,240	$	27,019
Right-of-use assets obtained in exchange for new operating lease liabilities	$	6,417	$	5,704

Lessee, Operating Lease, Liability, Maturity

Future minimum lease payments under non-cancelable leases as of April 2, 2022 are as follows (in thousands):

	Operating Leases
2022 (excluding the three months ended April 2, 2022)	$	50,586
2023	67,366
2024	53,886
2025	45,163
2026	36,896
Thereafter	109,419
Total future minimum lease payments	363,316
Less: interest	67,705
Present value of future minimum lease payments	$	295,611
As of April 2, 2022
Current portion of lease liabilities	$	57,477
Long-term portion of lease liabilities	238,134
Total	$	295,611

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EARNINGS PER COMMON SHARE (Tables)

3 Months Ended

Apr. 02, 2022

Earnings Per Share [Abstract]

Reconciliation of Numerator and Denominator Used for Earnings Per Common Share

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 2, 2022		April 3, 2021
Numerator for Basic and Diluted Earnings Per Common Share
Net income (loss) applicable to common shares	$	101,526	$	(1,655)
Denominator for Basic and Diluted Earnings Per Common Share
Weighted average basic number of common shares outstanding	127,129		125,506
Common stock equivalents:
Employee stock options	1,337		—
Weighted average diluted number of common shares outstanding	128,466		125,506
Basic income (loss) per common share	$	0.80	$	(0.01)
Diluted income (loss) per common share	$	0.79	$	(0.01)
Incentive Plan securities excluded from dilution(1)	72		1,174

(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. 02, 2022

Product Warranties Disclosures [Abstract]

Rollforward of 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 2, 2022 and April 3, 2021 (in thousands):

	Three Months Ended
	April 2, 2022		April 3, 2021
Beginning balance	$	218,356	$	216,230
Warranties sold	390		644
Revenue recognized	(606)		(693)
Expense	10,817		8,827
Settlements	(8,481)		(8,138)
Ending balance	220,476		216,870
Less: current portion	29,944		24,617
Total warranty, less current portion	$	190,532	$	192,253

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DEFINED BENEFIT PLANS (Tables)

3 Months Ended

Apr. 02, 2022

Retirement Benefits [Abstract]

Schedule of Net Periodic Benefit Costs (Income)

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

	Defined Benefit Plans
		Three Months Ended
		April 2, 2022		April 3, 2021
Service cost		$	11	$	14
Interest cost		669		635
Expected return on assets		(1,158)		(1,360)
Amortization of prior service cost		—		16
Amortization of net actuarial loss		50		104
Net periodic benefit income		$	(428)	$	(591)
	OPEB Plans
		Three Months Ended
		April 2, 2022		April 3, 2021
Service cost		$	4	$	4
Interest cost		44		44
Amortization of net actuarial loss		14		18
Net periodic benefit cost		$	62	$	66

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LONG-TERM DEBT (Tables)

3 Months Ended

Apr. 02, 2022

Debt Disclosure [Abstract]

Schedule Of Debt

Debt is comprised of the following (in thousands):

	April 2, 2022		December 31, 2021
Term loan facility due April 2028	$	2,574,000	$	2,580,500
6.125% senior notes due January 2029	500,000		500,000
Less: unamortized discounts and unamortized deferred financing costs(1)	(42,127)		(43,657)
Total long-term debt, net of unamortized discounts and unamortized deferred financing costs	3,031,873		3,036,843
Less: current portion of long-term debt	26,000		26,000
Total long-term debt, less current portion	$	3,005,873	$	3,010,843

(1)Includes the unamortized discounts and unamortized deferred financing costs associated with the term loan facility and the 6.125% senior notes due January 2029. The unamortized deferred financing costs associated with the asset-based and revolving credit facilities of $1.2 million and $1.3 million as of April 2, 2022 and December 31, 2021, respectively, are classified in other assets on the consolidated balance sheets.

Schedule of Long-term Debt Instruments

At April 2, 2022, the interest rates on the Current Term Loan Facility were as follows:

	April 2, 2022
Interest rate	3.75	%
Effective interest rate	4.02	%

As of April 2, 2022, the Company had the following in relation to the Current ABL Facility (in thousands):

	April 2, 2022
Excess availability	$	565,697
Revolving loans outstanding	—
Letters of credit outstanding	40,069

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DERIVATIVES (Tables)

3 Months Ended

Apr. 02, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Interest Rate Derivatives

The key terms of interest rate swaps are as follows (amounts in thousands):

			April 2, 2022			December 31, 2021
Effective Date	Fixed Rate Paid (Received)		Notional Amount		Status	Notional Amount		Status	Maturity Date
Entered into May 2019:
July 12, 2019	2.1570	%	$	—	Terminated	$	—	Terminated	July 12, 2023
July 12, 2019	2.1560	%	—		Terminated	—		Terminated	July 12, 2023
July 12, 2019	2.1680	%	500,000		Active	500,000		Active	July 12, 2023
Entered into April 2021:
April 15, 2021	2.0369	%	750,000		Active	750,000		Active	April 15, 2026
April 15, 2021	2.0340	%	750,000		Active	750,000		Active	April 15, 2026
April 15, 2021	(2.1680)	%	(250,000)		Active	(250,000)		Active	July 12, 2023
April 15, 2021	(2.1680)	%	(250,000)		Active	(250,000)		Active	July 12, 2023
			$	1,500,000		$	1,500,000

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

The fair values of our derivatives and their presentation on the consolidated balance sheets as of April 2, 2022 and December 31, 2021 were as follows (in thousands):

		April 2, 2022				December 31, 2021
		Assets		Liabilities		Assets		Liabilities
Derivatives not designated as hedging instruments	Financial statement line item
Interest rate swaps	Other assets(1)	$	336	$	—	$	11,543	$	—
	Other long-term liabilities(2)	—		336		—		11,543
		$	336	$	336	$	11,543	$	11,543
Derivatives designated as hedging instruments	Financial statement line item
Interest rate swaps	Other assets(3)	$	87,356	$	—	$	—	$	—
	Other accrued expenses(3)	—		13,127		—		13,127
	Other long-term liabilities(3)	—		40,067		—		28,279
Foreign currency forward contracts	Prepaid expenses and other	249		—		728		—
		$	87,605	$	53,194	$	728	$	41,406

(1)The balances relate to a receive-fixed interest rate swaps for which the fair value option has been elected.

(2)The balances relate to a pay-fixed May 2019 active interest rate swap which has been dedesignated as a cash flow hedge.

(3)The balances relate to the pay-fixed interest rate swaps, including the financing component.

Schedule of Effect of Derivative Instruments in Statements of Operations

The effect of our derivatives and their presentation on the consolidated statements of operations for the three months ended April 2, 2022 and April 3, 2021 were as follows (in thousands):

		Three Months Ended
		April 2, 2022		April 3, 2021
Derivatives not designated as hedging instruments	Financial statement line item
Interest rate swaps	Interest expense(1)	$	7,288	$	—
Foreign currency forward contracts	Cost of sales	35		79
		$	7,323	$	79
Derivatives designated as hedging instruments
Interest rate swaps	Interest expense	2,540		7,821
		$	2,540	$	7,821

(1)The balance relates to the reclassification from accumulated other comprehensive loss to interest expense due to dedesignation from hedge accounting of all May 2019 interest rate swaps.

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

3 Months Ended

Apr. 02, 2022

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 2, 2022				December 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Term Loan Facility	$	2,574,000	$	2,490,345	$	2,580,500	$	2,570,823
6.125% Senior Notes	500,000		465,000		500,000		531,900

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 2, 2022 and December 31, 2021, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (in thousands):

	April 2, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Short-term investments in deferred compensation plan(1):
Money market	$	66	$	—	$	—	$	66
Mutual funds – Growth	159		—		—		159
Mutual funds – Blend	1,511		—		—		1,511
Mutual funds – Foreign blend	424		—		—		424
Mutual funds – Fixed income	—		141		—		141
Total short-term investments in deferred compensation plan(2)	2,160		141		—		2,301
Foreign currency forward contracts	—		249		—		249
Interest rate swap assets(3)	—		87,692		—		87,692
Total assets	$	2,160	$	88,082	$	—	$	90,242
Liabilities:
Deferred compensation plan liability(2)	$	—	$	2,704	$	—	$	2,704
Interest rate swap liabilities(4)	—		53,530		—		53,530
Total liabilities	$	—	$	56,234	$	—	$	56,234

	December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Short-term investments in deferred compensation plan(1):
Money market	$	24	$	—	$	—	$	24
Mutual funds – Growth	557		—		—		557
Mutual funds – Blend	1,560		—		—		1,560
Mutual funds – Foreign blend	467		—		—		467
Mutual funds – Fixed income	—		151		—		151
Total short-term investments in deferred compensation plan(2)	2,608		151		—		2,759
Foreign currency forward contracts	—		728		—		728
Interest rate swap assets(3)	—		11,543		—		11,543
Total assets	$	2,608	$	12,422	$	—	$	15,030
Liabilities:
Deferred compensation plan liability(2)	$	—	$	2,759	$	—	$	2,759
Interest rate swap liabilities(4)	—		52,949		—		52,949
Total liabilities	$	—	$	55,708	$	—	$	55,708

(1)Unrealized holding gains (losses) for the three months ended April 2, 2022 and April 3, 2021 were $(0.3) million and $0.1 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)The balance as of April 2, 2022 includes $87.4 million and $0.3 million related to the pay-fixed interest rate swaps and the receive-fixed interest rate swaps for which the fair value option has been elected, respectively. The balance as of December 31, 2021 is related to the receive-fixed interest rate swaps for which the fair value option has been elected.

(4)The balances as of April 2, 2022 and December 31, 2021 include $53.2 million and $41.4 million, respectively, related to the pay-fixed interest rate swaps, and $0.3 million and $11.5 million, respectively, related to the pay-fixed May 2019 active interest rate swap which has been dedesignated as a cash flow hedge.

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SEGMENT INFORMATION (Tables)

3 Months Ended

Apr. 02, 2022

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

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

	Three Months Ended
	April 2, 2022		April 3, 2021
Net sales:
Windows	$	702,110	$	527,263
Siding	332,990		316,391
Commercial	531,738		423,378
Total net sales	$	1,566,838	$	1,267,032
Operating income:
Windows	$	46,245	$	29,362
Siding	27,423		27,528
Commercial	80,943		41,585
Corporate	24,705		(43,267)
Total operating income	179,316		55,208
Unallocated other expense, net	(42,667)		(56,071)
Income (loss) before taxes	$	136,649	$	(863)
	April 2, 2022		December 31, 2021
Total assets:
Windows	$	2,232,057	$	2,223,098
Siding	2,083,123		2,060,275
Commercial	1,015,922		1,073,264
Corporate	700,554		470,823
Total assets	$	6,031,656	$	5,827,460

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RECENT DEVELOPMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Apr. 02, 2022	Dec. 31, 2021	Apr. 03, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 542,035	$ 394,447
Restricted cash	2,211	2,211
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows	$ 544,246	$ 396,658	$ 672,940	$ 680,478

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RECENT DEVELOPMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Rollforward of Uncollectible Accounts (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Ending balance, prior period	$ 11,299	$ 13,313
Provision for expected credit losses	242	676
Amounts charged against allowance for credit losses, net of recoveries	170	438
Allowance for credit losses of acquired company at date of acquisition	442	0
Ending balance	$ 12,153	$ 14,427

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RECENT DEVELOPMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021
Disaggregation of Revenue [Line Items]
Total net sales	$ 1,566,838	$ 1,267,032
Windows
Disaggregation of Revenue [Line Items]
Total net sales	702,110	527,263
Windows | Vinyl windows
Disaggregation of Revenue [Line Items]
Total net sales	657,796	497,017
Windows | Aluminum windows
Disaggregation of Revenue [Line Items]
Total net sales	24,660	20,280
Windows | Other products & services
Disaggregation of Revenue [Line Items]
Total net sales	19,654	9,966
Siding
Disaggregation of Revenue [Line Items]
Total net sales	332,990	316,391
Siding | Other products & services
Disaggregation of Revenue [Line Items]
Total net sales	58,993	57,629
Siding | Vinyl siding
Disaggregation of Revenue [Line Items]
Total net sales	161,200	150,229
Siding | Metal
Disaggregation of Revenue [Line Items]
Total net sales	73,702	71,093
Siding | Injection molded
Disaggregation of Revenue [Line Items]
Total net sales	18,773	17,609
Siding | Stone
Disaggregation of Revenue [Line Items]
Total net sales	20,322	19,831
Commercial
Disaggregation of Revenue [Line Items]
Total net sales	531,738	423,378
Commercial | Metal building products
Disaggregation of Revenue [Line Items]
Total net sales	476,458	299,938
Commercial | Insulated metal panels
Disaggregation of Revenue [Line Items]
Total net sales	0	85,603
Commercial | Metal coil coating
Disaggregation of Revenue [Line Items]
Total net sales	$ 55,280	$ 37,837

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ACQUISITIONS - Narrative (Details) $ in Thousands	Dec. 03, 2021 USD ($)	Aug. 20, 2021 USD ($)	Apr. 30, 2021 USD ($) facility	Apr. 02, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Business Acquisition [Line Items]
Goodwill				$ 1,355,161	$ 1,358,056	$ 1,194,729
Commercial
Business Acquisition [Line Items]
Goodwill				159,219	161,762	142,884
Windows
Business Acquisition [Line Items]
Goodwill				540,370	$ 541,196	$ 397,024
Union Corrugating Company Holdings, Inc.
Business Acquisition [Line Items]
Percentage of outstanding interests acquired	100.00%
Total cash consideration transferred	$ 214,200
Post-closing settlement				2,600
Goodwill	137,800
Union Corrugating Company Holdings, Inc. | Commercial
Business Acquisition [Line Items]
Goodwill	$ 137,800
Cascade Windows LLC
Business Acquisition [Line Items]
Post-closing settlement				$ 1,800
Goodwill		$ 109,374
Cash payment for acquisition		237,700
Cascade Windows LLC | Windows
Business Acquisition [Line Items]
Goodwill		$ 109,400
Prime Windows LLC
Business Acquisition [Line Items]
Total cash consideration transferred			$ 93,000
Working capital adjustments			$ 2,000
Prime Windows LLC | United States
Business Acquisition [Line Items]
Number of manufacture acquired | facility			2

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ACQUISITIONS - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Apr. 02, 2022	Dec. 31, 2021	Dec. 03, 2021	Aug. 20, 2021	Dec. 31, 2020
Assets acquired:
Goodwill	$ 1,355,161	$ 1,358,056			$ 1,194,729
Union Corrugating Company Holdings, Inc.
Assets acquired:
Cash			$ 19,594
Accounts receivable			20,821
Other receivables			16
Inventories			68,727
Prepaid expenses and other current assets			1,356
Property, plant and equipment			24,184
Lease right of use assets			37,964
Goodwill			137,800
Other assets			94
Total assets acquired			310,556
Liabilities assumed:
Accounts payable			32,732
Accrued expenses			22,520
Deferred income taxes			1,289
Current portion of lease liability			3,859
Other current liabilities			1,852
Non-current portion of lease liabilities			34,105
Total liabilities assumed			96,357
Net assets acquired			$ 214,199
Cascade Windows LLC
Assets acquired:
Cash				$ 2,838
Accounts receivable				16,956
Other receivables				675
Inventories				16,278
Prepaid expenses and other current assets				1,538
Property, plant and equipment				18,300
Lease right of use assets				21,849
Intangible assets (trade names/customer relationships)				137,660
Goodwill				109,374
Other assets				500
Total assets acquired				325,968
Liabilities assumed:
Accounts payable				17,680
Accrued expenses				7,621
Deferred income taxes				33,221
Current portion of lease liability				247
Other current liabilities				2,349
Non-current portion of lease liabilities				19,926
Other long-term liabilities				7,211
Total liabilities assumed				88,255
Net assets acquired				$ 237,713

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ACQUISITIONS - Schedule of Pro Forma Information (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Apr. 03, 2021 USD ($) $ / shares
Business Combination and Asset Acquisition [Abstract]
Net sales | $	$ 1,382,660
Net loss applicable to common shares | $	$ (1,455)
Net loss per common share:
Basic (in dollars per share) | $ / shares	$ (0.01)
Diluted (in dollars per share) | $ / shares	$ (0.01)

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RESTRUCTURING - Narrative (Details) $ in Millions	3 Months Ended
	Apr. 02, 2022 USD ($)
Restructuring Cost and Reserve [Line Items]
Total restructuring costs incurred to date	$ 79.4
Asset impairment	$ 0.4
Minimum
Restructuring Cost and Reserve [Line Items]
Execution period	12 months
Maximum
Restructuring Cost and Reserve [Line Items]
Execution period	24 months
Windows
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred	$ 0.2
Siding
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred	0.2
Commercial
Restructuring Cost and Reserve [Line Items]
Restructuring costs incurred	$ 0.4

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RESTRUCTURING - Summary of Restructuring Plan Costs (Details) $ in Thousands	3 Months Ended
	Apr. 02, 2022 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 831
Cost Incurred to Date (Since inception)	79,415
Severance
Restructuring Cost and Reserve [Line Items]
Restructuring costs	304
Cost Incurred to Date (Since inception)	40,231
Asset impairments
Restructuring Cost and Reserve [Line Items]
Restructuring costs	368
Cost Incurred to Date (Since inception)	30,446
Gain on sale of facilities, net
Restructuring Cost and Reserve [Line Items]
Restructuring costs	0
Cost Incurred to Date (Since inception)	(1,298)
Other restructuring costs
Restructuring Cost and Reserve [Line Items]
Restructuring costs	159
Cost Incurred to Date (Since inception)	$ 10,036

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RESTRUCTURING - Summary of Severance Liability and Cash Payments (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Apr. 02, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Restructuring Reserve [Roll Forward]
Beginning balance	$ 2,032	$ 3,562	$ 2,663	$ 2,418
Costs incurred	304	3,696	26,573	9,658
Cash payments	(814)	(5,226)	(25,674)	(9,413)
Ending balance	1,522	2,032	3,562	2,663
Corporate
Restructuring Reserve [Roll Forward]
Beginning balance	300	430	1,763	2,333
Costs incurred	25	457	3,013	4,009
Cash payments	(325)	(587)	(4,346)	(4,579)
Ending balance	0	300	430	1,763
Windows | Operating Segments
Restructuring Reserve [Roll Forward]
Beginning balance	15	306	418	0
Costs incurred	212	971	4,294	1,094
Cash payments	(227)	(1,262)	(4,406)	(676)
Ending balance	0	15	306	418
Siding | Operating Segments
Restructuring Reserve [Roll Forward]
Beginning balance	195	835	482	85
Costs incurred	0	264	2,705	1,834
Cash payments	(195)	(904)	(2,352)	(1,437)
Ending balance	0	195	835	482
Commercial | Operating Segments
Restructuring Reserve [Roll Forward]
Beginning balance	1,522	1,991	0	0
Costs incurred	67	2,004	16,561	2,721
Cash payments	(67)	(2,473)	(14,570)	(2,721)
Ending balance	$ 1,522	$ 1,522	$ 1,991	$ 0

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GOODWILL (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Apr. 02, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Beginning balance	$ 1,358,056	$ 1,194,729
Goodwill recognized from acquisition		284,428
Divestiture		(121,464)
Currency translation	1,100	363
Purchase accounting adjustments from prior year acquisitions	(3,995)
Ending balance	1,355,161	1,358,056
Windows
Goodwill [Roll Forward]
Beginning balance	541,196	397,024
Goodwill recognized from acquisition		143,964
Divestiture		0
Currency translation	616	208
Purchase accounting adjustments from prior year acquisitions	(1,442)
Ending balance	540,370	541,196
Siding
Goodwill [Roll Forward]
Beginning balance	655,098	654,821
Goodwill recognized from acquisition		122
Divestiture		0
Currency translation	484	155
Purchase accounting adjustments from prior year acquisitions	(10)
Ending balance	655,572	655,098
Commercial
Goodwill [Roll Forward]
Beginning balance	161,762	142,884
Goodwill recognized from acquisition		140,342
Divestiture		(121,464)
Currency translation	0	0
Purchase accounting adjustments from prior year acquisitions	(2,543)
Ending balance	$ 159,219	$ 161,762

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INVENTORIES (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Dec. 31, 2021
Inventory [Line Items]
Raw materials	$ 507,577	$ 485,642
Work in process and finished goods	310,138	263,090
Total inventory	817,715	$ 748,732
Inventories
Inventory [Line Items]
Inventory purchase commitments	$ 235,300

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INTANGIBLES - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Apr. 02, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Cost	$ 2,087,238	$ 2,087,238
Accumulated Amortization	(609,808)	(562,603)
Net Carrying Value	$ 1,477,430	$ 1,524,635
Weighted Average
Finite-Lived Intangible Assets [Line Items]
Range of life (Years)	8 years	8 years
Trademarks/Trade names/Other
Finite-Lived Intangible Assets [Line Items]
Cost	$ 241,727	$ 241,727
Accumulated Amortization	(82,707)	(76,574)
Net Carrying Value	$ 159,020	$ 165,153
Trademarks/Trade names/Other | Minimum
Finite-Lived Intangible Assets [Line Items]
Range of life (Years)	3 years	3 years
Trademarks/Trade names/Other | Maximum
Finite-Lived Intangible Assets [Line Items]
Range of life (Years)	15 years	15 years
Trademarks/Trade names/Other | Weighted Average
Finite-Lived Intangible Assets [Line Items]
Range of life (Years)	7 years	7 years
Customer lists and relationships
Finite-Lived Intangible Assets [Line Items]
Cost	$ 1,845,511	$ 1,845,511
Accumulated Amortization	(527,101)	(486,029)
Net Carrying Value	$ 1,318,410	$ 1,359,482
Customer lists and relationships | Minimum
Finite-Lived Intangible Assets [Line Items]
Range of life (Years)	7 years	7 years
Customer lists and relationships | Maximum
Finite-Lived Intangible Assets [Line Items]
Range of life (Years)	20 years	20 years
Customer lists and relationships | Weighted Average
Finite-Lived Intangible Assets [Line Items]
Range of life (Years)	8 years	9 years

XML

INTANGIBLES - Schedule of Future Minimum Finite-Lived Amortization Expense (Details) $ in Thousands	Apr. 02, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2022 (excluding the three months ended April 2, 2022)	$ 147,108
2023	195,991
2024	195,565
2025	195,306
2026	$ 193,852

XML

ASSETS HELD FOR SALE (Details) - USD ($) $ in Millions	Apr. 21, 2022	Apr. 02, 2022	Dec. 31, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets held-for-sale		$ 3.4	$ 3.4
Subsequent Event
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets held-for-sale	$ 2.3

XML

LEASES - Summary of Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021
Leases [Abstract]
Weighted-average remaining lease term	7 years 1 month 6 days
Weighted-average IBR	5.65%
Fixed lease costs	$ 24,201	$ 25,967
Short-term lease costs	8,235	2,343
Variable lease costs	$ 23,871	$ 22,383

XML

LEASES - Summary of Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021
Leases [Abstract]
Operating cash flows for operating leases	$ 22,240	$ 27,019
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 6,417	$ 5,704

XML

LEASES - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Apr. 02, 2022	Dec. 31, 2021
Leases [Abstract]
2022 (excluding the three months ended April 2, 2022)	$ 50,586
2023	67,366
2024	53,886
2025	45,163
2026	36,896
Thereafter	109,419
Total future minimum lease payments	363,316
Less: interest	67,705
Present value of future minimum lease payments	295,611
Current portion of lease liabilities	57,477	$ 73,150
Long-term portion of lease liabilities	$ 238,134	$ 251,061

XML

SHARE-BASED COMPENSATION (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award termination period for incentive stock options	10 years
Award termination period after termination of employment or service	60 days
Award termination period after death	180 days
Stock options exercises (in shares)	35,000	44,000
Stock options exercised, intrinsic value	$ 300	$ 100
Proceeds from stock options exercised	400	500
Issuance of restricted stock	0	0
Allocated share-based compensation expense	$ 11,500	$ 3,300
Employee stock options | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years
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
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years	3 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
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]
Issuance of restricted stock	$ 1,700	$ 8,500
Issuance of restricted stock (in shares)	100	600

XML

EARNINGS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021
Numerator for Basic and Diluted Earnings Per Common Share
Net income (loss) applicable to common shares, basic	$ 101,526	$ (1,655)
Net income (loss) applicable to common shares, diluted	$ 101,526	$ (1,655)
Denominator for Basic and Diluted Earnings Per Common Share
Weighted average basic number of common shares outstanding (in shares)	127,129	125,506
Common stock equivalents:
Weighted average diluted number of common shares outstanding (in shares)	128,466	125,506
Basic income (loss) per common share (in dollars per share)	$ 0.80	$ (0.01)
Diluted income (loss) per common share (in dollars per share)	$ 0.79	$ (0.01)
Incentive Plan securities excluded from dilution (in shares)	72	1,174
Employee stock options
Common stock equivalents:
Weighted average number diluted shares outstanding adjustment (in shares)	1,337	0

XML

WARRANTY (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021
Product Warranties Disclosures [Abstract]
Product warranty, term	10 years
Movement in Standard Product Warranty Accrual [Roll Forward]
Beginning balance	$ 218,356	$ 216,230
Warranties sold	390	644
Revenue recognized	(606)	(693)
Expense	10,817	8,827
Settlements	(8,481)	(8,138)
Ending balance	220,476	216,870
Less: current portion	29,944	24,617
Total warranty, less current portion	$ 190,532	$ 192,253

XML

DEFINED BENEFIT PLANS - Periodic Benefits Cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021
Defined Benefit Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 11	$ 14
Interest cost	669	635
Expected return on assets	(1,158)	(1,360)
Amortization of prior service cost	0	16
Amortization of net actuarial loss	50	104
Net periodic benefit income	(428)	(591)
OPEB Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost	4	4
Interest cost	44	44
Amortization of net actuarial loss	14	18
Net periodic benefit income	$ 62	$ 66

XML

DEFINED BENEFIT PLANS - Narrative (Details)	3 Months Ended
	Apr. 02, 2022 USD ($)
OPEB Plans
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, expected contribution amount	$ 500,000
Defined benefit plan, minimum annual contribution, percent	0.00%
Defined contribution plan, maximum annual contributions per employee, percent	25.00%
Defined Benefit Plans
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, expected contribution amount	$ 0

XML

LONG-TERM DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands	Apr. 02, 2022	Dec. 31, 2021	Sep. 24, 2020
Debt Instrument [Line Items]
Less: unamortized discounts and unamortized deferred financing costs	$ (42,127)	$ (43,657)
Total long-term debt, net of unamortized discounts and unamortized deferred financing costs	3,031,873	3,036,843
Less: current portion of long-term debt	26,000	26,000
Total long-term debt, less current portion	$ 3,005,873	3,010,843
Debt instrument, interest rate, stated percentage	6.125%
Term loan facility due April 2028
Debt Instrument [Line Items]
Long-term debt, gross	$ 2,574,000	2,580,500
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%
Asset-based lending credit facility, due 2023 | ABL Facility | Other Assets
Debt Instrument [Line Items]
Unamortized deferred financing costs	$ 1,200	$ 1,300

XML

LONG-TERM DEBT - Narrative (Details) - USD ($)						12 Months Ended
	Apr. 15, 2021	Sep. 24, 2020	Nov. 16, 2018	Oct. 15, 2018	Apr. 12, 2018	Dec. 31, 2021	Apr. 02, 2022	Nov. 15, 2018	Oct. 14, 2018
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity	$ 115,000,000
Debt instrument stated rate							6.125%
Term Loan Facility
Line of Credit Facility [Line Items]
Senior notes, aggregate principal amount	1,755,000,000
Discount rate (as a percent)					0.50%
Financing cost incurred	24,800,000
Deferred and amortized cost incurred	$ 13,200,000
Mandatory prepayment, percentage of annual excess cash flow	50.00%
Covenant compliance, excess cash flow, minimum	$ 10,000,000
Effective interest rate							4.02%
Current Cash Flow Revolver
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity	$ 92,000,000
Secured debt, percentage of capital stock held by foreign subsidiary	65.00%
Covenant compliance, secured leverage ratio, maximum	7.75
Extended Cash Flow Revolver
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity	$ 92,000,000
Tranche B Term Loan
Line of Credit Facility [Line Items]
Senior notes, aggregate principal amount	2,600,000,000
Increase in borrowing capacity	108,400,000
Long-term debt, gross	2,491,600,000
6.125% senior notes due January 2029
Line of Credit Facility [Line Items]
Senior notes, aggregate principal amount		$ 500,000,000
Discount rate (as a percent)		6.125%
Long-term debt, gross						$ 500,000,000	$ 500,000,000
Debt instrument stated rate		6.125%				6.125%	6.125%
Effective interest rate							6.33%
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%
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%
Eight Percent Senior Notes Due 2026
Line of Credit Facility [Line Items]
Senior notes, aggregate principal amount	$ 645,000,000
Debt instrument stated rate	8.00%
Redemption price	$ 670,800,000
Expected loss on extinguishment of debt						$ 41,900,000
Redemption premium						25,800,000
Write off of deferred debt issuance cost						$ 16,100,000
Revolving Credit Facility | Extended ABL Commitments | Line of Credit
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity	$ 611,000,000
ABL Facility | Revolving Credit Facility
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity			$ 611,000,000	$ 396,000,000	$ 360,000,000
Increase in borrowing capacity			215,000,000	36,000,000
Payments on ABL facility			325,000,000
Amended net debt to EBITDA leverage ratio					1.00
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			$ 313,500,000	$ 285,000,000
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			$ 82,500,000	$ 75,000,000
London Interbank Offered Rate (LIBOR) | Term Loan Facility
Line of Credit Facility [Line Items]
Spread on variable rate, floor	0.50%
Basis spread on variable rate	3.25%
London Interbank Offered Rate (LIBOR) | Current Cash Flow Revolver
Line of Credit Facility [Line Items]
Spread on variable rate, floor	0.00%
London Interbank Offered Rate (LIBOR) | ABL Facility
Line of Credit Facility [Line Items]
Spread on variable rate, floor					0.00%
Base Rate | Term Loan Facility
Line of Credit Facility [Line Items]
Basis spread on variable rate	2.25%
Minimum | Current 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) | Current Cash Flow Revolver
Line of Credit Facility [Line Items]
Basis spread on variable rate	2.50%
Minimum | London Interbank Offered Rate (LIBOR) | ABL Facility
Line of Credit Facility [Line Items]
Basis spread on variable rate					1.25%
Minimum | Base Rate | Current Cash Flow Revolver
Line of Credit Facility [Line Items]
Basis spread on variable rate	1.50%
Minimum | Base Rate | ABL Facility
Line of Credit Facility [Line Items]
Basis spread on variable rate					0.25%
Maximum | Current Cash Flow Revolver | Commitment Fee Percentage One
Line of Credit Facility [Line Items]
Unused commitment fee	0.50%
Maximum | London Interbank Offered Rate (LIBOR) | Current Cash Flow Revolver
Line of Credit Facility [Line Items]
Basis spread on variable rate	3.00%
Maximum | London Interbank Offered Rate (LIBOR) | ABL Facility
Line of Credit Facility [Line Items]
Basis spread on variable rate					1.75%
Maximum | Base Rate | Current Cash Flow Revolver
Line of Credit Facility [Line Items]
Basis spread on variable rate	2.00%
Maximum | Base Rate | ABL Facility
Line of Credit Facility [Line Items]
Basis spread on variable rate					0.75%
Leverage Ratio Target Achieved | Minimum | Term Loan Facility
Line of Credit Facility [Line Items]
Mandatory prepayment, percentage of annual excess cash flow	25.00%
Leverage Ratio Target Achieved | Maximum | Term Loan Facility
Line of Credit Facility [Line Items]
Mandatory prepayment, percentage of annual excess cash flow	0.00%
Ply Gem | Term Loan Facility
Line of Credit Facility [Line Items]
Senior notes, aggregate principal amount					$ 1,755,000,000
Increase in borrowing capacity			$ 805,000,000
Ply Gem | Current Cash Flow Revolver
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity					$ 115,000,000

XML

LONG-TERM DEBT -Schedule of long-term debt instruments (Details) $ in Thousands	3 Months Ended
	Apr. 02, 2022 USD ($)
Term Loan Facility
Debt Instrument [Line Items]
Interest rate	3.75%
Effective interest rate	4.02%
ABL Facility
Debt Instrument [Line Items]
Excess availability	$ 565,697
Revolving loans outstanding	0
Letters of credit outstanding	$ 40,069

XML

DERIVATIVES - Narrative (Details) $ in Thousands		1 Months Ended	3 Months Ended
	Apr. 15, 2021 USD ($) derivativeInstrument	May 31, 2019 USD ($)	Apr. 02, 2022 USD ($)	Apr. 03, 2021 USD ($)	Dec. 31, 2021 USD ($)
Derivative [Line Items]
Number of swap contracts terminated | derivativeInstrument	2
Number of swap contract entered into | derivativeInstrument	2
AOCI derivative gain			$ 300		$ 800
Derivative, floor interest rate			0.50%
Fair value hedged assets			$ 200		700
Forward Contracts
Derivative [Line Items]
Realized a loss on foreign currency fair value hedge derivatives			$ 35	$ 100
Minimum
Derivative [Line Items]
Fixed rate paid			2.0369%
Maximum
Derivative [Line Items]
Fixed rate paid			2.034%
Derivatives not designated as hedging instruments
Derivative [Line Items]
AOCI derivative gain			$ 37,400
Interest rate swaps
Derivative [Line Items]
Derivative, term of contract		4 years
Notional value		$ 1,500,000
Derivative, notional amount paid (received)			(1,500,000)		(1,500,000)
Interest rate swaps | Derivatives not designated as hedging instruments
Derivative [Line Items]
Notional value	$ 500,000
Interest Rate Swap Three
Derivative [Line Items]
Notional value		$ 500,000
Derivative, notional amount paid (received)			(500,000)		(500,000)
Interest Rate Swap One
Derivative [Line Items]
Derivative, notional amount paid (received)			0		0
Interest Rate Swap One | Derivatives not designated as hedging instruments
Derivative [Line Items]
Notional value	500,000
Interest Rate Swap Two
Derivative [Line Items]
Derivative, notional amount paid (received)			0		0
Interest Rate Swap Two | Derivatives not designated as hedging instruments
Derivative [Line Items]
Notional value	500,000
Interest Rate Swap Six
Derivative [Line Items]
Derivative, notional amount paid (received)	(250,000)		250,000		250,000
Interest Rate Swap Seven
Derivative [Line Items]
Derivative, notional amount paid (received)	(250,000)		$ 250,000		$ 250,000
Pay Fixed Interest Rate Swap One
Derivative [Line Items]
Notional value	750,000
Pay Fixed Interest Rate Swap Two
Derivative [Line Items]
Notional value	$ 750,000

XML

DERIVATIVES -Schedule of Interest Rate Derivatives (Details) - USD ($) $ in Thousands	Apr. 02, 2022	Dec. 31, 2021	Apr. 15, 2021
Interest rate swaps
Derivative [Line Items]
Notional Amount	$ 1,500,000	$ 1,500,000
Interest Rate Swap One
Derivative [Line Items]
Fixed Rate Paid (Received)	2.157%
Notional Amount	$ 0	0
Interest Rate Swap Two
Derivative [Line Items]
Fixed Rate Paid (Received)	2.156%
Notional Amount	$ 0	0
Interest Rate Swap Three
Derivative [Line Items]
Fixed Rate Paid (Received)	2.168%
Notional Amount	$ 500,000	500,000
Interest Rate Swap Four
Derivative [Line Items]
Fixed Rate Paid (Received)	2.0369%
Notional Amount	$ 750,000	750,000
Interest Rate Swap Five
Derivative [Line Items]
Fixed Rate Paid (Received)	2.034%
Notional Amount	$ 750,000	750,000
Interest Rate Swap Six
Derivative [Line Items]
Fixed Rate Paid (Received)	(2.168%)
Notional Amount	$ (250,000)	(250,000)	$ 250,000
Interest Rate Swap Seven
Derivative [Line Items]
Fixed Rate Paid (Received)	(2.168%)
Notional Amount	$ (250,000)	$ (250,000)	$ 250,000

XML

DERIVATIVES - Fair Values of Derivatives on the Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Apr. 02, 2022	Dec. 31, 2021
Derivatives not designated as hedging instruments
Derivative [Line Items]
Assets	$ 336	$ 11,543
Liabilities	336	11,543
Derivatives designated as hedging instruments
Derivative [Line Items]
Assets	87,605	728
Liabilities	53,194	41,406
Interest rate swaps
Derivative [Line Items]
Assets	87,692	11,543
Liabilities	53,530	52,949
Interest rate swaps | Derivatives not designated as hedging instruments
Derivative [Line Items]
Liabilities	300
Interest rate swaps | Other assets | Derivatives not designated as hedging instruments
Derivative [Line Items]
Assets	336	11,543
Liabilities	0	0
Interest rate swaps | Other assets | Derivatives designated as hedging instruments
Derivative [Line Items]
Assets	87,356	0
Liabilities	0	0
Interest rate swaps | Other long-term liabilities | Derivatives not designated as hedging instruments
Derivative [Line Items]
Assets	0	0
Liabilities	336	11,543
Interest rate swaps | Other long-term liabilities | Derivatives designated as hedging instruments
Derivative [Line Items]
Assets	0	0
Liabilities	40,067	28,279
Interest rate swaps | Other accrued expenses | Derivatives designated as hedging instruments
Derivative [Line Items]
Assets	0	0
Liabilities	13,127	13,127
Foreign currency forward contracts | Prepaid expenses and other | Derivatives designated as hedging instruments
Derivative [Line Items]
Assets	249	728
Liabilities	$ 0	$ 0

XML

DERIVATIVES - Effect of Derivatives on the Consolidated Statements of Operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021
Derivatives not designated as hedging instruments
Derivative [Line Items]
Derivative instruments, gain (loss)	$ 7,323	$ 79
Derivatives designated as hedging instruments
Derivative [Line Items]
Derivative instruments, gain (loss)	2,540	7,821
Interest rate swaps | Derivatives not designated as hedging instruments | Interest expense
Derivative [Line Items]
Derivative instruments, gain (loss)	7,288	0
Interest rate swaps | Derivatives designated as hedging instruments | Interest expense
Derivative [Line Items]
Derivative instruments, gain (loss)	2,540	7,821
Foreign currency forward contracts | Derivatives not designated as hedging instruments | Cost of sales
Derivative [Line Items]
Derivative instruments, gain (loss)	$ 35	$ 79

XML

CD&R INVESTOR GROUP (Details)	Apr. 02, 2022	Dec. 31, 2021
CDR Fund VIII Investor Group
Class of Stock [Line Items]
Ownership percentage	48.60%	48.80%

XML

STOCK REPURCHASE PROGRAM (Details) - USD ($)	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021	Mar. 07, 2018
Class of Stock [Line Items]
Available for stock repurchases	$ 49,100,000
Retirement of treasury shares (in shares)	200,000
Retirement of treasury shares	$ 0	$ 0
2018 Stock Repurchase Program
Class of Stock [Line Items]
Authorized stock repurchase amount			$ 50,000,000
Treasury stock purchases (in shares)	0	0
Treasury Stock
Class of Stock [Line Items]
Treasury stock purchases (in shares)	170,400	111,868
Shares withheld to satisfy minimum tax withholding obligations (in shares)	200,000	100,000
Retirement of treasury shares (in shares)	170,400	1,576
Retirement of treasury shares	$ (4,082,000)	$ (15,000)
Additional Paid-In Capital
Class of Stock [Line Items]
Retirement of treasury shares	$ 4,080,000	$ 15,000

XML

FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Schedule of Fair Values of Financial Instruments (Details) - USD ($)	Apr. 02, 2022	Dec. 31, 2021	Sep. 24, 2020
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Amount	$ 3,031,873,000	$ 3,036,843,000
Debt instrument, interest rate, stated percentage	6.125%
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	$ 465,000,000	$ 531,900,000
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
Current 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	2,574,000,000	$ 2,580,500,000
Fair Value	$ 2,490,345,000	$ 2,570,823,000

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FAIR VALUE OF FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS - Fair Value by Level (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 02, 2022	Apr. 03, 2021	Dec. 31, 2021
Assets:
Short-term investments in deferred compensation plan	$ 2,301		$ 2,759
Total assets	90,242		15,030
Liabilities:
Fair value of liabilities	56,234		55,708
Short-term investments, unrealized holding gain (loss)	(300)	$ 100
Derivatives not designated as hedging instruments
Assets:
Interest rate swap assets	336		11,543
Liabilities:
Interest rate swap liabilities	336		11,543
Foreign currency forward contracts
Assets:
Foreign currency hedge	249		728
Level 1
Assets:
Short-term investments in deferred compensation plan	2,160		2,608
Total assets	2,160		2,608
Liabilities:
Fair value of liabilities	0		0
Level 1 | Foreign currency forward contracts
Assets:
Foreign currency hedge	0		0
Level 2
Assets:
Short-term investments in deferred compensation plan	141		151
Total assets	88,082		12,422
Liabilities:
Fair value of liabilities	56,234		55,708
Level 2 | Foreign currency forward contracts
Assets:
Foreign currency hedge	249		728
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 currency forward contracts
Assets:
Foreign currency hedge	0		0
Deferred compensation plan liability
Liabilities:
Deferred compensation plan liability	2,704		2,759
Deferred compensation plan liability | Level 1
Liabilities:
Deferred compensation plan liability	0		0
Deferred compensation plan liability | Level 2
Liabilities:
Deferred compensation plan liability	2,704		2,759
Deferred compensation plan liability | Level 3
Liabilities:
Deferred compensation plan liability	0		0
Interest Rate Swap
Assets:
Interest rate swap assets	87,692		11,543
Liabilities:
Interest rate swap liabilities	53,530		52,949
Interest Rate Swap | Derivatives not designated as hedging instruments
Liabilities:
Interest rate swap liabilities	300
Interest Rate Swap | Other Noncurrent Liabilities | Derivatives not designated as hedging instruments
Assets:
Interest rate swap assets	0		0
Liabilities:
Interest rate swap liabilities	336		11,543
Interest Rate Swap | Level 1
Assets:
Interest rate swap assets	0		0
Liabilities:
Interest rate swap liabilities	0		0
Interest Rate Swap | Level 2
Assets:
Interest rate swap assets	87,692		11,543
Liabilities:
Interest rate swap liabilities	53,530		52,949
Interest Rate Swap | Level 3
Assets:
Interest rate swap assets	0		0
Liabilities:
Interest rate swap liabilities	0		0
Pay Fixed Interest Rate Swap
Assets:
Interest rate swap assets	87,400
Liabilities:
Interest rate swap liabilities	53,200
Pay Fixed Interest Rate Swap | Other Noncurrent Liabilities
Liabilities:
Interest rate swap liabilities			41,400
Receive Fixed Interest Rate Swap
Assets:
Interest rate swap assets	300
Money market
Assets:
Short-term investments in deferred compensation plan	66		24
Money market | Level 1
Assets:
Short-term investments in deferred compensation plan	66		24
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	159		557
Mutual funds – Growth | Level 1
Assets:
Short-term investments in deferred compensation plan	159		557
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	1,511		1,560
Mutual funds – Blend | Level 1
Assets:
Short-term investments in deferred compensation plan	1,511		1,560
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	424		467
Mutual funds – Foreign blend | Level 1
Assets:
Short-term investments in deferred compensation plan	424		467
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	141		151
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	141		151
Mutual funds – Fixed income | Level 3
Assets:
Short-term investments in deferred compensation plan	$ 0		$ 0

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INCOME TAXES (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended	12 Months Ended
	Dec. 31, 2021	Apr. 02, 2022	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Estimated effective tax rate		28.10%
Effective tax rate		25.10%
Valuation allowance		$ 14.6
Increase in tax reserves		0.4
Liability for unrecognized tax benefits		17.8
Amount of employer side social security payments deferred			$ 19.9
Payment of deferred social security taxes	$ 10.0
Deferred social security payments recorded in current liabilities		$ 10.0

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SEGMENT INFORMATION (Details) $ in Thousands	3 Months Ended
	Apr. 02, 2022 USD ($) segment	Apr. 03, 2021 USD ($)	Dec. 31, 2021 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | segment	3
Total net sales	$ 1,566,838	$ 1,267,032
Total operating income	179,316	55,208
Unallocated other expense, net	(42,667)	(56,071)
Income (loss) before income taxes	136,649	(863)
Total assets	6,031,656		$ 5,827,460
Windows
Segment Reporting Information [Line Items]
Total net sales	702,110	527,263
Siding
Segment Reporting Information [Line Items]
Total net sales	332,990	316,391
Commercial
Segment Reporting Information [Line Items]
Total net sales	531,738	423,378
Operating Segments | Windows
Segment Reporting Information [Line Items]
Total net sales	702,110	527,263
Total operating income	46,245	29,362
Total assets	2,232,057		2,223,098
Operating Segments | Siding
Segment Reporting Information [Line Items]
Total net sales	332,990	316,391
Total operating income	27,423	27,528
Total assets	2,083,123		2,060,275
Operating Segments | Commercial
Segment Reporting Information [Line Items]
Total net sales	531,738	423,378
Total operating income	80,943	41,585
Total assets	1,015,922		1,073,264
Corporate
Segment Reporting Information [Line Items]
Total operating income	24,705	$ (43,267)
Total assets	$ 700,554		$ 470,823

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CONTINGENCIES (Details) $ in Millions					3 Months Ended
	Aug. 25, 2021 USD ($) defendant	May 19, 2021	Feb. 10, 2020 defendant	Apr. 11, 2019 defendant	Apr. 02, 2022 USD ($)	May 31, 2021 phase	Dec. 31, 2020 USD ($)
Loss Contingencies [Line Items]
Public comment period duration		30 days
Number of field sampling phases completed | phase						2
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%
PCE/TCE Northeast Contamination Site
Loss Contingencies [Line Items]
Liability accrual					$ 4.4
Aurora Plastics LLC vs. Atrium
Loss Contingencies [Line Items]
Liability accrual					1.6
Voigt Vs. C D R Case
Loss Contingencies [Line Items]
Number of defendants | defendant	8			12
Number of defendants with charges dismissed | defendant			4
Settlement amount	$ 100.0
Percentage of settlement sought for legal expenses	23.50%
Proceeds from the stipulation					76.5
Current Liabilities | RCRA Facility Investigation
Loss Contingencies [Line Items]
Liability accrual					4.5
Other Current Liabilities | RCRA Facility Investigation
Loss Contingencies [Line Items]
Liability accrual					1.0
Other long-term liabilities | RCRA Facility Investigation
Loss Contingencies [Line Items]
Liability accrual					$ 3.5

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SUBSEQUENT EVENTS (Details) $ in Millions	Apr. 10, 2022 USD ($)
Subsequent Event | Metal Coil Coatings Business
Subsequent Event [Line Items]
Disposal group, sales price	$ 500