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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 10-K

__________________________


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

For the fiscal year ended December 31, 2024


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

Commission file number 1-14315

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Cornerstone Building Brands, Inc.

(Exact name of registrant as specified in its charter)

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

5020 Weston Parkway

Suite 400

Cary

27513

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (866) 419-0042

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Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ý No o

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 o No ý

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). Yes ý No o

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

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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ý

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

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

There are no longer publicly traded shares of common stock of Cornerstone Building Brands, Inc.

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DOCUMENTS INCORPORATED BY REFERENCE


None.

TABLE OF CONTENTS


PART I		3
Item 1.	Business	3
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	22
Item 1C.	Cyber Governance	22
Item 2.	Properties	25
Item 3.	Legal Proceedings	25
Item 4.	Mine Safety Disclosures	26
PART II		27
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	27
Item 6.	[Reserved]	27
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 8.	Financial Statements and Supplementary Data	41
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	90
Item 9A.	Controls and Procedures	90
Item 9B.	Other Information	91
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	91
PART III		94
Item 10.	Directors, Executive Officers and Corporate Governance	94
Item 11.	Executive Compensation	102
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	116
Item 13.	Certain Relationships and Related Transactions, and Director Independence	116
Item 14.	Principal Accounting Fees and Services	117
PART IV		119
Item 15.	Exhibits, Financial Statement Schedules	119
Item 16.	Form 10-K Summary	123
SIGNATURES		124

TABLE OF CONTENTS

FORWARD LOOKING STATEMENTS

This Annual 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:

•Challenging macroeconomic conditions affecting the residential new construction and the repair and remodel end markets and the commercial construction market, including high interest rates;

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

•Increases in the macroeconomic inflationary environment; and the impact on demand for our products and services;

•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;

•Seasonality of the business and adverse weather conditions;

•The increasing difficulty for consumers and builders in obtaining credit or financing;

•Our ability to successfully implement operational efficiency initiatives and reduce costs while ensuring superior quality;

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

•Our ability to compete effectively against competitors;

•Our ability to successfully integrate our acquired businesses and to realize anticipated benefits;

•Our ability to employ, train and retain qualified personnel;

•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;

•Increases in energy costs;

•Increases in freight and transportation costs;

•Volatility in the United States (“U.S.”) and international economies and in the credit markets;

•Additional impairments of our goodwill or intangible assets;

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

•Enforcement and obsolescence of our intellectual property rights;

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

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

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

•Global climate change, and compliance with new or changed laws or regulations relating to sustainability;

•Breaches of our information system security measures;

•Damage to our computer infrastructure and software systems, as well as issues relating to the incorporation of artificial intelligence solutions into our systems;

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

•Our ability to remediate a material weakness in our internal control over financial reporting and maintain an effective system of internal control over financial reporting;

•Increases in tariffs or import and trade restrictions, including any implementation of proposed tariffs by the second Trump administration;

TABLE OF CONTENTS

•Potential personal injury, property damage or product liability claims or other types of litigation, including stockholder litigation related to the Merger (as defined herein);

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

•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;

•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 controlling stockholder’s interests differing from the interests of holders of our indebtedness;

•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 Part I, Item 1A of this report.

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 Item 1A of this report. 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.

TABLE OF CONTENTS

PART I

Item 1. Business.

Our Company

Cornerstone Building Brands, Inc. (“Cornerstone Building Brands”, together with its subsidiaries, unless the context requires otherwise, the “Company,” “we,” “us” or “our”) is a holding company incorporated in the State of Delaware. We are a leading manufacturer of exterior building products in North America by sales and serve residential and commercial customers across both the new construction and repair and remodel markets.

Our operations are organized as three reportable segments: Aperture Solutions, Surface Solutions and Shelter Solutions. We have:

•One of the broadest product offerings in our industry. Our total addressable market is diverse and expands across multiple geographies, end markets, channels and customers providing us with significant benefits.

•A leading market position in various North American markets we serve, including, among others, vinyl windows, vinyl siding, stone veneer installations, metal accessories, metal roofing and wall systems and engineered metal building systems.

•An extensive coast-to-coast network of manufacturing, distribution and branch office facilities throughout North America.

•A vertically integrated manufacturing process that enables us to deliver better service and positions us to be a cost-advantaged manufacturer.

Our Business Strategy and Operating Model

Building our leading business and brand positions in attractive growth and return categories. We have leading brands that we believe have sustainable competitive advantages in the North American markets we serve. Our brands and core value proposition are meaningful to our customers and the consumers they serve in their respective categories.

Build on Cornerstone Building Brands customer-centric culture and sales excellence. We have a long track record of developing and maintaining deep and lasting channel partnerships. Our customers look to us not only for our product quality, performance, and breath of our product offering, but for our service and responsiveness. We have the opportunity to grow organically and to lead in price by continuing to build on our customer-centric culture and amplifying differentiation through top-tier service and quality, as well as new product development. Using a highly collaborative selling approach, we intend to grow in attractive, highly fragmented market sectors that demand superior service and value the reliability and energy efficiency offered by our products.

Revitalizing our operating model. Our business segments are organized based on distinct product categories and each segment’s management is responsible for the business segment’s strategy and bottom-line performance. While our business units operate with a certain degree of independence, they are built on a consistent and unifying framework of operating principles that we believe is critical to our strategic growth and margin improvement across our entire business. The framework builds on executing on operational, sales and growth excellence strategies.

We are focused on simplifying our business through rationalizing our brands and systems, as well as our manufacturing and warehouse footprint. We are delivering on creating more efficient and cost-effective processes by investing in automation; driving procurement savings; improving labor planning and productivity; as well as other improvements that leverage our scale to strengthen our business.

We believe our framework allows each of our business units to take advantage of available opportunities for revenue growth, pricing excellence and margin improvement. We believe this work will enable us achieve organic growth above market and to earn superior returns in the long-term.

Driving value through talent. The Company has built a diverse and talented leadership team that is well-positioned to execute on our transformation to a more aligned operating model. We believe that investing in our employees is a critical component of our business strategy. We endeavor to do this through talent acquisition, development, succession planning and fostering an inclusive workforce.

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Enhancing returns and deploying our cash flow to high return opportunities. We continue to believe that investing in profitable, organic growth initiatives is our most attractive opportunity. We are intently focused on adhering to a disciplined capital allocation framework, which includes: (i) investing in our core business through capital expenditures and other organic growth initiatives, and (ii) pursuing strategic acquisitions to broaden our portfolio and capabilities across the residential and commercial markets, with a focus on adjacent exterior building products and related services. As part of this framework, we may also restructure, reposition or divest non-core product lines or assets.

We focus our core business investments on high-return initiatives in large markets to build scale and drive efficiency and investments in growing markets that leverage our operational and distribution channel capabilities.

Acquisitions and divestitures. We regularly evaluate opportunities that best support our long-term strategy, including acquisitions and divestitures.

We have a history of making strategic acquisitions that meet strict criteria. We frequently engage in negotiations with potential sellers regarding the possible purchase of businesses or assets that are strategic and complementary to our existing operations. Such negotiations may include participation in public auctions involving a number of potential buyers or situations where we are the only party or one of a very limited number of potential buyers.

We also evaluate possible dispositions of assets or businesses when such investments are no longer core to our operations and do not fit into our long-term strategy.

Reportable Segments

We have three reportable segments: Aperture Solutions, Surface Solutions and Shelter Solutions. Our reportable segments compete based on aesthetics, quality, price, service, product performance, breadth of product offerings and responsiveness to distributor, retailer and installer needs, as well as end-user customer preference. Our markets are very competitive. For the year ended December 31, 2024, our top 10 customers accounted for 38% of net sales, with one customer accounting for 12% of our net sales. See Note 18 — Reportable Segment and Geographical Information in the Notes to the Consolidated Financial Statements for information on our reportable segments.

Aperture Solutions

Our Aperture Solutions reportable segment offers a broad line of windows and doors at multiple price tiers for the residential new construction and repair and remodel end-markets in the U.S. and Canada. Our products mainly include vinyl, aluminum and aluminum clad-wood windows and patio doors, as well as steel, wood and fiberglass entry doors. Our product categories and collection of key brands in the Aperture Solutions reportable segment includes the following:


Product Categories						Brands
Windows						Ply Gem®, Simonton®, Atrium®, American Craftsman®, Silver Line®, Cascade® Windows, Prime Windows, Great Lakes Windows®, North Star®, Bertha®, Harvey®, SoftLite® and Thermo-Tech®.
Doors						Ply Gem®, Simonton®, Atrium®, American Craftsman®, Silver Line®, North Star®, Bertha®, Harvey®, SoftLite® and Thermo-Tech®

We sell our windows and doors through multiple distribution channels. Our residential new construction product lines are sold across a diversified customer base, which includes independent building products dealers, regional and national lumberyards, homebuilders and contractors, and retail home centers. Our residential repair and remodel window products are primarily sold through one-step distributors, retail home centers, and independent home improvement dealers and retail home centers. Dealers typically market directly to homeowners or contractors in connection with remodeling requirements, while distributors focus primarily on selling to builders, contractors and local independent retailers. We are a key supplier to the nation’s largest homebuilders, which we have served through our distribution channels and through direct relationships for over 10 years.

In Canada, sales for residential new construction are predominantly made on a direct basis to homebuilders and contractors, while residential repair and remodel products are primarily sold through independent window dealers and regional lumberyards. We distribute Ply Gem Canada products through our distribution centers across Western Canada. In Ontario, we manufacture and distribute North Star branded windows and doors primarily for the premium-priced tier of the residential repair and remodel market.

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The North American window and patio door market remains highly fragmented. The Aperture Solutions reportable segment’s main competitors include national brands such as Jeld-Wen, Pella, MI and Andersen, and regional brands such as PGT, United and Provia. Competitors in Canada include Jeld-Wen, All Weather at Home and numerous regional brands. We generally compete on aesthetics, quality, price, service, product performance, breadth of product offerings and responsiveness to distributors’, retailers’ and installers’ needs. We believe all our products are competitively priced and that we are one of the few manufacturers to serve all end markets and price points on a national basis.

Surface Solutions

Our Surface Solutions reportable segment offers a broad suite of surface solution products and accessories at multiple price tiers for the residential new construction and repair and remodel end markets as well as stone installation services. Our product categories and collection of key brands in the Surface Solution reportable segment include the following:


Product Categories						Brands
Siding and accessories						Ply Gem®, Mastic®, Mitten®, Variform®, MAC Metal Architectural®
Cellular PVC trim						Ply Gem®
Vinyl fencing and railing						Ply Gem®
Stone veneer						Ply Gem®, Environmental Stoneworks®, ClipStone®, Canyon Stone®
Gutter & Gutter protection						Ply Gem®, Leaf Relief®, Leaf Relief Snap Tight, Leaf Smart®, Leaf Logic®

We sell our Surface Solutions products mainly through wholesale and specialty distributors, retail home centers, manufactured housing producers, homebuilders, and contractors. We have an extensive network of independent dealers and distributors serving contractors and homebuilders nationwide. We believe we are well-positioned in the specialty distributor channel with many of the largest and most successful distributors in the industry. In Canada, our products are distributed nationwide, mainly through our distribution centers and to retail home centers, lumberyards and contractors.

Our main vinyl siding competitors include CertainTeed, Alside, Westlake Royal Building Products and smaller regional competitors. Our aluminum accessories competitors include Rollex, Euramax, Gentek and other smaller regional competitors. Our vinyl fencing and railing competitors mainly include Barrette, U.S. Fence, Homeland Vinyl Products, Westech, Bufftech, and Azek. Our cellular PVC trim and moulding competitors mainly include Azek, Inteplast, KOMA, Versatex, Kleer, CertainTeed and Westlake Royal Building Products. Our stone veneer competitors mainly include Cultured Stone and Eldorado Stone, Coronado Stone Products and smaller regional competitors.

Shelter Solutions

Our Shelter Solutions reportable segment designs, engineers, manufactures and distributes an extensive line of building products for the low-rise commercial construction market under multiple brand names and through a nationwide network of manufacturing plants and distribution centers.

We believe we maintain leading positions across all our key product categories in this reportable segment and we believe that our brands, many of which have been in use for several decades, are well-recognized by our customers and industry associations. Our principal products in this reportable segment include:

Metal Building Systems – Metal building systems consist of engineered structural members and panels that are fabricated and roll-formed in a factory. These systems are custom designed and engineered to meet project requirements and then shipped to a construction site complete and ready for assembly with no additional field welding required. Engineered building systems manufacturers design an integrated system that meets applicable building code and designated end use requirements. These systems consist of primary structural framing, secondary structural members (purlins and girts) and metal roof and wall systems or conventional wall materials manufactured by others, such as masonry and concrete tilt-up panels.

Our metal building systems are sold predominately under the Metallic Building Company®, Ceco Building Systems, Star Building Systems®, Heritage Building Systems®, Robertson Building Systems® brands and Mueller Building Systems® brands.

Metal Roofing and Wall Systems – These products are used in new construction and in repair and retrofit applications for industrial, commercial, institutional, agricultural, rural and residential uses. Metal components are used in a wide variety of construction applications, including purlins and girts, roofing, standing seam roofing, walls, doors, trim and other parts of traditional buildings, as well as in architectural applications and engineered building systems.

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Our residential metal roofing and wall systems are sold predominantly under key brands including Union Corrugating Company®, Reed’s Metals® and Metal Depots® brands. Our commercial metal components are sold predominately under key brands including MBCI® and ABC American Building Components® brands.

Our Retail Direct business is comprised of the Heritage Building Systems®, Reed’s Metals®, Metal Depots® brands and Mueller Building Systems® brands. This business sells simple metal buildings including pole barns, cold formed buildings and low-complexity pre-engineered metal buildings, metal roofing and some third party produced products to retail customers through a network of branch locations.

Our products offer a number of advantages over traditional construction alternatives, including shorter construction time, more efficient use of materials, lower construction costs, greater ease of expansion and lower maintenance costs. We sell our products for both new construction and repair and remodel applications across a broad range of markets and customer solutions, including distribution and warehouse facilities; manufacturing and industrial facilities; as well as automotive, aviation, agricultural, healthcare, educational and retail facilities, among others.

We compete with a number of other manufacturers of metal components and engineered building systems for the building industry, which mainly include Nucor, BlueScope, McElroy, Metal Sales and Central States. Many of these competitors operate on a regional basis. We have two primary nationwide competitors in the engineered building systems market and three primary nationwide competitors in the metal components market. The metal components market is more fragmented than the engineered building systems market.

Other Information

Manufacturing and Distribution

We employ a multichannel distribution strategy with 199 manufacturing and warehouse facilities across North America. Our broad distribution network enables us to serve customers across all 50 U.S. states, all 10 Canadian provinces and other select international jurisdictions. Our integrated footprint enhances our ability to serve and develop deeper customer relationships across both our residential and commercial end markets. The breadth of diversification across our business, from what we sell, to where we sell and to whom we sell, enables significant resiliency in our business model by insulating us from any negative trends or fluctuations in any single market segment, distribution channel, customer segment or product category.

Seasonality

Our sales volume is generally higher during our second and third quarters, which is historically the peak season for new construction and repair and remodeling in North America. Seasonal variations in our operational results may be impacted by inclement weather and other conditions. Working capital requirements have generally been greatest during the first half of our fiscal year due to the timing of the buildup of inventory to support the heavier construction season.

Raw Materials

We mainly use PVC resin, aluminum and glass in our residential products and steel in our commercial products. The availability, quality and costs of many of these commodities have fluctuated, and will continue to fluctuate over time. Raw materials are mainly sourced from North America, generally available from numerous sources and the number of suppliers is adequate to support production. We have typically been able to pass commodity price increases to our customers.

Intellectual Property

Product innovation and branding are important to the success of our business. In addition to the brand protection offered by our trademarks, patent protection helps distinguish our unique product features in the market by preventing copying and making it more difficult for competitors to benefit unfairly from our design innovation. We hold U.S. and foreign patents covering various features used in products sold within all of our reportable segments. Although each of our reportable segments relies on a number of trademarks, patents and patent groups that, in the aggregate, provide important protections to the Company, no single trademark, patent or patent group is material to any of the Company’s reportable segments. We vigorously protect our intellectual property rights.

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Human Capital Resources

At December 31, 2024, we employed more than 18,800 full-time and part-time employees (excluding contract workers), with 81% of our workforce composed of hourly production, manufacturing, shipping, customer service and other employees. Approximately 1,900 of employees work under collective bargaining agreements. Our current agreements expire in 2025 and 2027.

Corporate stewardship is a responsibility that is deeply embedded in our long brand history. We believe our employees drive our business and our ability to effectively serve our customers and sustain our competitive position. We endeavor to create an environment that keeps our employees safe, treats them with dignity and respect and fosters a culture of high performance. We do this through the programs summarized below, the objective and related risk of each is overseen by our Board of Directors or its committees.

Leadership, Talent Acquisition and Talent Management

Our team members are critical to our mission and success, and, as such, our goal is to be an employer of choice in the communities in which we operate. Essential to this is creating a workplace that promotes our core values and shared mindsets and behaviors. These elements include our commitment to customer centricity, interconnectedness, and continuous improvement. We take great care in hiring, developing and retaining our team members to maximize their individual potential and our cumulative success.

To succeed in an ever-changing and competitive labor market, we have identified priorities we believe are critical to our success in attracting, motivating, developing, and retaining employees. These include among other things: (i) promoting health and safety (ii) providing market-competitive compensation and benefit programs, (iii) emphasizing performance management and career development, and (iv) championing an inclusive work environment. Further information is available in our Environmental, Social & Governance Report report available on our website.

Compensation and Benefit Programs

We are committed to providing our employees with a market-competitive compensation package that rewards performance and achievement of desired business results. Our compensation package consists of three primary benefits: pay (base pay and incentive programs), health and welfare benefits, and retirement contributions. Our programs target the market median for competitiveness. We provide benefit programs with the goal of improving physical, mental, and financial wellness of our employees throughout their employment. Some examples of this include base and variable pay, medical, dental, vision, life and accidental death and dismemberment insurance, paid time off and retirement savings plans. We analyze our compensation and benefit programs annually to ensure we remain competitive and make changes as necessary.

Performance Management and Career Development

Our leaders receive training on our three pillars of performance management, including goal-setting, professional development, and giving performance and development feedback. This creates the foundation for our leaders to support their teams to connect their work to our purpose, mission, values, and strategies of the Company, motivating and giving them a higher sense of purpose.

Our talent strategy is focused on having the right people with the right skills in the right roles supporting a consistent and compelling employee experience. We believe this enables us to exceed our customers’ expectations and allow our people to develop and increase their career opportunities. Our talent management process:

•Clearly defines roles and goals;

•Establishes clear-cut performance and behavior expectations;

•Focuses work in alignment with business strategy and company goals; and

•Creates consistent, structured processes to enable development and career growth, including extensive curriculum and training programs.

We manage and measure our employee engagement with a view to gaining insight into our employees’ experiences, levels of workplace satisfaction, and feelings of engagement within the Company. We measure employee engagement and manager effectiveness at least annually through our global engagement survey and strive to increase our engagement scores year-over-year. To assist in this effort, managers are given direct access to their engagement results, share these results with their teams, and create measurable action plans. The senior leadership team demonstrates their commitment to engagement through transparent communications in town halls and leadership team meetings. Engagement is also managed at the local level.

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Employee Safety and Wellness

Cornerstone Building Brands is committed to safety as our highest priority. Safety is one of the Company’s core values. We are committed to (i) providing training for our employees to perform their job tasks safely, (ii) developing and maintaining safety programs and initiatives with the purpose of eliminating all injuries, safety incidents and job-related illnesses and (iii) addressing all safety risks in a thorough and timely manner. We publicly disclose operational health and safety statistics on our rate of recordable injuries and our rate of lost workdays due to injuries involving full-time and part-time employees, temporary employees and contractors.

Our employee safety and wellness programs are designed around enterprise-wide policies and standards and a commitment to complying with applicable laws within our manufacturing, service and install, and headquarter operations. We proactively implement management systems and procedures consistent with industry best practices to prevent employee health and safety risks and to create a strong safety culture and improve performance. We are committed to continuous improvement and continue to measure, refine, and improve on our performance. We educate and train our employees to help ensure compliance with our policies, standards, and management systems. We also have policies and procedures in place to encourage employees to stop work to address at-risk conditions without threat of retaliation. Our management and Board of Directors regularly review our health and safety results and progress at Board of Directors meetings to promote continuous improvement.

Environmental Matters

Sustainability

We are well-positioned to make positive impacts on the communities we serve as we continue our journey to become North America’s premier manufacturer of exterior building solutions.

We recognize our responsibility as a provider of building solutions to communities across North America to incorporate sustainability into our products and our business operations. Our business is committed to integrating sustainability in decision making.

In 2024, we continued our sustainability journey by establishing baselines for key sustainability metrics, implementing a SaaS application to operationalize our sustainability data and engaging our supply chain with respect to sustainability specific initiatives. We also continued to focus on a climate-positive future through energy and water conservation, landfill diversion and responsible sourcing while acting as stewards of the environment. By addressing energy usage and operational environmental impacts, we seek to have a positive impact for both our stakeholders and the planet. We are committed to the well-being of our employees, our fence line communities and the customers we serve. We believe that our sustainable business practices provide positive societal benefits for our people and our communities.

As we continue to develop an integrated strategy of financial growth and corporate responsibility for the future, we acknowledge that there is still much work to do as we take the next steps on our sustainability journey. Our highest priority is always the safety of our employees. We are committed to conducting business at the highest levels of ethics every day.

Environment, Health and Safety Matters

Our 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 our employees and the end-users of our products; regulate the chemicals imported and used in our raw materials and 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, injunctive relief, consent orders, requirements to install pollution controls or other abatement equipment, or civil sanctions.

We could be held liable for costs to investigate, remediate, or otherwise address contamination at any real property we have ever owned, operated or used as a disposal site, or at other sites where we or predecessors may have released hazardous materials. We 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.

Changes in or new interpretations of existing laws, regulations or enforcement policies, the discovery of previously unknown contamination or other environmental liabilities or obligations with respect to our products or business activities, or the

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imposition of new regulatory requirements for our facilities may lead to additional costs that could have an adverse effect on our business, financial condition or results of operations.

We do not believe that compliance with environmental, health and safety laws, including existing requirements to investigate and remediate contamination, will have a material adverse effect on our business, financial position, or manufacturing processes.

The following are representative environmental, health and safety requirements relating to our operations:

Air Emissions. Our operations are subject to the federal Clean Air Act and comparable state and foreign laws. These laws govern emissions of air pollutants from industrial stationary sources, such as our manufacturing facilities, and impose various permitting, air pollution control, emissions monitoring, recordkeeping and reporting requirements. Such laws may require us to obtain pre-approval for constructing or modifying our facilities in ways that have the potential to produce new or increased air emissions; obtain and comply with operating permits that limit air emissions or certain operating parameters, or employ best available control technologies to reduce or minimize emissions from our facilities. We may be required to purchase air pollution control equipment to comply with air emissions laws.

Greenhouse Gases. Efforts to mitigate the effects of global climate change has led to federal, state and foreign legislative and regulatory efforts to limit greenhouse gas (“GHG”) emissions. While GHG regulations generally do not affect our facilities as they are insignificant sources, more stringent federal, regional, state, and foreign laws and regulations relating to global climate change and GHG emissions may be adopted similar to those established in California in 2023. These laws and regulations could impact our facilities, raw material suppliers, the transportation and distribution of our products, and our customers’ businesses, which could reduce demand for our products or cause us to incur additional capital, operating or other costs. Until the timing, scope and extent of any additional future legislation or regulation becomes known, we cannot predict its effect on our business. In addition, global climate change may increase the frequency or intensity of extreme weather events, such as storms, floods, extreme temperatures and other events that could affect our facilities, our supply chain, raw material suppliers, the transportation and distribution of our products, and demand for our products.

Hazardous and Solid Industrial Waste. Our operations generate industrial solid wastes, including some hazardous wastes that are subject to the federal Resource Conservation and Recovery Act (“RCRA”) and comparable state and foreign laws. RCRA imposes requirements for the handling, storage, treatment, and disposal of hazardous waste. Industrial wastes that we generate in our manufacturing processes, such as used chemicals, may be regulated as hazardous waste, although RCRA has provisions to exempt some of our wastes from this category. However, our non-hazardous and exempted industrial wastes are still regulated under state law or the less stringent industrial solid waste requirements of RCRA.

RCRA Corrective Action Program. Certain facilities may be subject to the Corrective Action Program under the Solid Waste Disposal Act, as amended by RCRA, and the Hazardous and Solid Waste Amendments (“Corrective Action Program”). The Corrective Action Program is designed to ensure that certain facilities subject to RCRA have investigated and remediated releases of hazardous substances at their property.

CERCLA. The Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”, commonly known as Superfund), and comparable state and foreign laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons responsible for releases of hazardous substances into the environment. These include the current and past owners or operators of sites where hazardous substances were released, and companies that disposed or arranged for disposal of hazardous substances at off-site locations such as landfills. CERCLA authorizes the EPA and, in certain cases, third parties to take actions in response to threats to the public health and welfare or the environment and to seek to recover remediation costs from the responsible parties.

We currently own or lease, and historically owned or leased, numerous properties that have extensive histories of industrial operations. Hazardous substances may have been released on, under or from these properties, or on, under or from other locations where hazardous wastes have been disposed. Some of these properties have been owned or operated by third parties who may have released hazardous substances for which we could have liability. We could be required to investigate or remediate contaminated property, perform remedial closure activities, or assess and remediate volatile chemical vapors migrating from soil or groundwater into overlying buildings. Our liability for investigating and remediating contamination could be joint and several and could include damages for impacts to natural resources.

Wastewater Discharges. Our operations are subject to the federal Water Pollution Control Act, also known as the Clean Water Act (“CWA”) and comparable state and foreign laws. These laws impose requirements and strict controls regarding the discharge of pollutants from industrial activity into waters of the U.S. Such laws may require that we comply with stormwater runoff and wastewater discharge standards or obtain permits limiting our discharges of pollutants. Failure to comply with

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CWA requirements could subject us to monetary penalties, injunctions, restrictions on operations, and administrative or civil enforcement actions. We may be required to incur certain capital expenditures for wastewater discharge or stormwater runoff treatment technology to comply with wastewater permits and water quality standards.

Employee Health and Safety. We are subject to the Occupational Safety and Health Act (“OSHA”) and comparable state and foreign laws that regulate the protection of the health and safety of our workers. Among other things, we are required to maintain and make available to our employees, state and local government authorities, and others information about hazardous materials used or produced by our operations.

Available Information

The Company’s website address is www.cornerstonebuildingbrands.com. The Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to these reports are available free of charge on the Company’s website as soon as reasonably practicable after the reports are filed or furnished electronically with the SEC. Reports filed with the SEC are also made available on its website at www.sec.gov.

Item 1A. Risk Factors.

Risks Related to Our Industry and Economic and Market Conditions

Our industry is highly sensitive to macroeconomic conditions. Negative economic events including, but not limited to, actual or perceived economic downturns, lower business and consumer confidence, high interest rates, inflation, and lower new construction starts and repair and remodeling activity may materially and adversely affect the outlook for our business, financial condition and results of operations.

The construction industry is highly sensitive to global, national and regional macroeconomic conditions. The risks associated with our business may become more acute in periods of a slowing economy or economic downturns, which may reduce business and consumer confidence and result in decreased demand for our products. Furthermore, rising, or volatile continued high interest rates in response to concerns about inflation may further increase economic uncertainty and heighten these risks. In addition, instability and weakness of the U.S. and global economies, including due to disruptions to financial markets, inflation, actual or perceived economic downturns, rising unemployment, geopolitical events and the negative effects on consumer spending, may materially adversely affect our business, financial condition and results of operations.

Our residential business depends heavily on the new home construction and repair and remodel markets. Our commercial business depends heavily on the levels of commercial construction activity. Current market estimates continue to forecast high levels of volatility in 2025, including greater and faster-than-normal changes in factors such as interest rates, inflation, business and consumer confidence, unemployment, and the availability of business and consumer credit. Such volatility could cause declines in the residential and commercial construction activity markets and could lead to decreased demand for and sales of our products, which would have an adverse impact on our business, financial condition and results of operations.

Our financial results are also impacted by our consumers’ ability to finance home repair and remodeling projects or the purchase of new homes. The ability of consumers to finance these purchases is affected by such factors as new and existing home prices, homeowners’ equity values, interest rates and home foreclosures, which in turn could result in a tightening of lending standards by financial institutions and reduce the ability of some consumers to finance repair and remodeling expenditures or home purchases. Declining home values, increased home foreclosures and tightening of credit standards by lending institutions have in the past and may in the future negatively impact the home repair and remodeling and the new construction sectors, which could adversely affect our business, financial condition and results of operations.

Historically, any uncertainty about economic conditions has had a negative effect on our business, and will continue to pose a risk to our business as our customers may postpone spending in response to tighter credit, higher interest rates, negative financial news or declines in income or asset values, which could have a material negative effect on the demand for our products. Other factors that could influence demand include fuel and other energy costs, the availability or increased cost of homeowner’s insurance, overall conditions in the residential and commercial real estate markets, labor and healthcare costs, access to credit, tariffs, and other macroeconomic factors.

From time to time, our industry has also been adversely affected in various parts of the country by declines in commercial construction starts, including but not limited to, high vacancy rates, changes in tax laws affecting the real estate industry, high interest rates and the unavailability of financing. Sales of our products may be adversely affected by continued weakness in demand for our products within particular customer groups, or a continued decline in the general construction industry or

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particular geographic regions. These and other economic factors could have a material adverse effect on demand for our products and on our business, financial condition and results of operations.

Risks Related to Our Business

Inability to optimize operational efficiency could adversely affect our business, results of operation and financial condition.

Our ability to sell quality products at profitable margins depends in large part on our ability to efficiently operate our facilities. We are implementing initiatives to optimize our operational efficiencies and reduce costs while ensuring superior quality. If we are unsuccessful in implementing these initiatives, or are otherwise unable to operate our manufacturing facilities efficiently, produce high quality products and provide value to our customers, our business, financial condition and results of operations could be materially and adversely affected.

Failure to attract and retain employees could adversely affect our business, results of operation and financial condition.

Our ability to attract and retain or replace employees is challenging due to a shortage of hourly and technically skilled workers for our manufacturing facilities and a competitive market for non-manufacturing workers. We face intense competition for talent to operate our manufacturing facilities, including from current and potential competitors in our industry. As a large-scale manufacturer, our workforce is distributed across North America, and we may incur significant costs to attract and retain employees, particularly in smaller, local markets. We also face intense competition for non-manufacturing talent given the broader labor market conditions. If we do not attract and retain the services of individuals to operate our manufacturing facilities, we may experience delays in producing our products, which may result in a reduction in net sales and an adverse effect on our business, results of operations and financial condition. In addition, if we are not successful in attracting and retaining the services of non-manufacturing workers, our business, our financial condition and results of operations could be adversely impacted.

Increases in labor costs, potential labor disputes, union organizing activity and work stoppages at our facilities or the facilities of our suppliers and changes in demographics or regulatory conditions could delay or impede our production, reduce sales of our products and increase our costs.

Our ability to attract and retain qualified manufacturing team members to operate our manufacturing plants efficiently is critical to our financial performance. Our financial performance is affected by the availability of qualified personnel and the cost of labor. As of December 31, 2024, about 10% of our employees were represented by labor unions, the collective bargaining agreements with whom will expire in fiscal year 2025 and 2027. We are subject to the risk that strikes or other types of conflicts with personnel may arise or that we may become a subject of union organizing activity. Furthermore, some of our direct and indirect suppliers have unionized work forces. Strikes, work stoppages or slowdowns experienced by these suppliers could result in slowdowns or closures of facilities where components of our products are manufactured. Any interruption in the production or delivery of our products could reduce sales of our products and increase our costs. Any labor shortage will create operating inefficiencies that could adversely impact our financial performance. In addition, changes in demographic or regulatory conditions in certain geographic markets, including changes in immigration law, may adversely affect our ability or our customers’ ability to maintain an adequately skilled labor force.

The industries in which we operate are highly competitive.

Competition in the construction markets of the building industry is intense. Competition is based primarily on aesthetics, quality, price, service, product performance, breadth of product offerings and responsiveness to distributor, retailer and installer needs, as well as end-user customer preference. In addition, we also compete with alternative building products materials and alternative methods of building construction that do not utilize our products which may be viewed as more traditional, more aesthetically pleasing or having other advantages.

In our Aperture Solutions and Surface Solutions reportable segments, we compete with other national and regional manufacturers of exterior building products. Some of these companies are larger and have greater financial resources than we do. Accordingly, these competitors may be better equipped to withstand changes in conditions in the industries in which we operate and may have significantly greater operating and financial flexibility than we do. Additionally, our products face competition from alternative materials, such as wood; composites and fiberglass in windows; metal; fiber cement; and masonry and composites in siding. In our Shelter Solutions reportable segment, we compete with a number of other manufacturers of metal components and engineered building systems ranging from small local firms to large national firms.

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In addition, we and other manufacturers of metal components and engineered building systems compete with alternative methods of building construction.

Further, vertical consolidation by our competitors may negatively impact our ability to compete. For example, in the past several of our competitors in the Shelter Solutions reportable segment were acquired by steel producers. Competitors owned by steel producers may have a competitive advantage on raw materials that we do not enjoy. Steel producers may prioritize deliveries of raw materials to such competitors or provide them with more favorable pricing, both of which could enable them to offer products to customers at lower prices or accelerated delivery schedules.

In all our reportable segments, failure to provide our customers with quality, service, on-time delivery and project completion, and other value additions would negatively affect our ability to compete in our industry. The resulting increased competition from other exterior building products manufacturers, as well as the competition from alternative building materials and alternative construction methods, could cause us to lose our customers and lead to net sales decreases, which would impact our results of operations.

Price volatility and supply constraints for raw materials could prevent us from meeting delivery schedules to our customers or reduce our profit margins.

Our business is heavily dependent on the price and supply of raw materials including steel, PVC resin, aluminum and glass. Raw material prices have been volatile in recent years and may remain volatile in the future. Raw material prices are influenced by numerous factors beyond our control, including general domestic and international economic conditions; currency fluctuations; supply constraints; competition; labor costs; freight and transportation costs; production costs; and tariffs, import duties and other trade restrictions. For example, in 2018, the Trump administration implemented new tariffs on imports of steel and aluminum into the U.S. In response to these tariffs, the European Union, Canada, Mexico and China announced tariffs on U.S. goods and services. Although some of these tariffs have been rescinded, suspended, or modified, some remain. In addition, the second Trump administration has proposed new, broad tariffs on all imports, as well as targeted tariffs on certain trading partners. We cannot predict what, if any, new tariffs will be implemented, and we are closely monitoring the administration’s actions in this space, particularly for any that may affect our operations in Mexico and Canada. The current tariffs, along with any future tariffs and trade restrictions that may be implemented by the second Trump administration, could result in reduced overall economic activity and increased costs in operating our business.

A sudden increase in demand for steel, PVC resin, aluminum or glass could affect our ability to purchase such raw materials and result in rapidly increasing prices. We have historically been able to substantially pass on significant cost increases in raw materials through price increases to our customers; however, we may not be able to do so in the future. Further, if the available supply of any of the raw materials we use declines, we could experience a deterioration of service from our suppliers or interruptions or delays that may cause us not to meet delivery schedules to our customers. Any of these problems could adversely affect our business, results of operations and financial condition. We can give no assurance that steel, PVC resin, aluminum or glass will remain available, that prices will not continue to be volatile or that we will be able to purchase these raw materials on favorable or commercially reasonable terms.

Further, we use energy in the manufacturing and transportation of our products. In particular, our manufacturing plants use considerable amounts of electricity and natural gas. Consequently, our operating costs typically increase if energy costs rise. During periods of higher energy costs, we may not be able to recover our operating cost increases through price increases without reducing demand for our products. To the extent we are not able to recover these cost increases through price increases or otherwise, our profitability will be adversely impacted. From time to time, we may partially hedge our exposure to higher prices through fixed forward positions. However, such fixed forward positions or other hedging instruments may not fully mitigate our risk from operating cost increases.

We rely on third-party suppliers for materials in addition to steel, PVC resin, aluminum and glass, and if we fail to identify and develop relationships with a sufficient number of qualified suppliers, or if there is a significant interruption in our supply chains, our business and results of operations could be adversely affected.

In addition to steel, PVC resin, aluminum and glass, our operations require other raw materials from third-party suppliers. We generally have multiple sources of supply for our raw materials; however, in some cases, materials are provided by a single supplier. The loss of, or substantial decrease in the availability of, products from our suppliers, or the loss of a key supplier, could adversely impact our business, financial condition and results of operations. In addition, supply interruptions could arise from shortages of raw materials, commodity cost volatility, pandemics, labor disputes or weather conditions affecting products or shipments or other factors beyond our control. For example, U.S. and global markets are experiencing volatility

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and disruption related to the escalation of geopolitical tensions and the military conflict currently ongoing in Ukraine and the Middle East. While we do not have any customer or direct supplier relationships with any entities in Russia, Ukraine, or the Middle East, these conflicts could lead to market or operational disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Short- and long-term disruptions in our supply chain would result in a need to maintain higher inventory levels as we replace similar product, a higher cost of product and ultimately a decrease in our net sales and profitability. To the extent our suppliers experience disruptions, there is a risk for delivery delays, production delays, production issues or delivery of non-conforming products by our suppliers. Even where these risks do not materialize, we may incur costs as we prepare contingency plans to address such risks. In addition, disruptions in transportation lines could delay our receipt of raw materials. If our supply of raw materials is disrupted or our delivery times are extended, our business, results of operations and financial condition could be materially adversely affected.

An inability to successfully develop new products or improve existing products could negatively impact our ability to attract new customers or retain existing customers, including our significant customers.

Our success depends on meeting consumer needs and anticipating changes in consumer preferences with successful new products and product improvements. We aim to introduce products and new or improved production processes proactively to meet customer needs, and to offset obsolescence and decreases in sales of existing products. While we devote significant focus to the development of new products, we may not be successful in product development and our new products may not be commercially successful. In addition, it is possible that competitors may improve their products more rapidly or respond to changing consumer preferences more effectively, which could adversely affect our net sales. Furthermore, market demand may decline as a result of consumer preferences trending away from our categories or trending down within our brands or product categories, which could adversely impact our business, results of operations and financial condition.

Our Aperture Solutions and Surface Solutions reportable segments depend on a core group of significant customers for a substantial portion of net sales and we expect this to continue for the foreseeable future. For the year ended December 31, 2024, the top 10 customers accounted for 59% of net sales in Aperture Solutions and 49% of net sales in Surface Solutions. The loss of, or a significant adverse change in our relationships with our largest customers, or loss of market position of any major customer, whether because of an inability to successfully develop new products or improve existing products, or otherwise, could cause a material decrease in net sales. The loss of, or a reduction in orders, from any significant customers, losses arising from customers’ disputes regarding shipments, fees, merchandise condition or performance or related matters, or an inability to collect accounts receivable from any major customer could adversely impact our net sales and profitability. In addition, net sales from customers that have accounted for significant net sales in past periods, individually or as a group, may not continue, or if continued, may not reach or exceed historical levels in any period.

Our business may be adversely affected by weather conditions and other external factors beyond our control.

Markets for our products are seasonal and can be affected by inclement weather conditions. Historically, our business has experienced increased sales in the second and third quarters of the year due to increased construction during those periods. Because much of our overhead and operating expenses are spread ratably throughout the year, our operating profits tend to be lower in the first and fourth quarters. Inclement weather conditions can affect the timing of when our products are supplied or installed, causing reduced profit margins when such conditions exist. For example, unseasonably cold weather or extraordinary amounts of rainfall in the markets we serve may decrease construction activity.

Further, other external factors beyond our control could cause disruptions at any of our facilities, including maintenance outages; prolonged power failures or reductions; a breakdown, failure or substandard performance of any equipment or other operational problems; disruptions in the transportation infrastructure, including railroad tracks, bridges, tunnels or roads; fires, floods, hurricanes, earthquakes or other catastrophic disasters; pandemics; or an act of terrorism. Any prolonged disruption in operations at any of our facilities could cause a significant loss in production. As a result, we could incur significantly higher costs and longer lead times associated with distributing our products to customers during the time that it takes for us to reopen or replace a damaged facility. This could cause our customers to purchase from our competitors and stop purchasing from us either temporarily or permanently, particularly where we are currently a customer’s single source of supply. If any of these events were to occur, it could adversely affect our business, financial condition and results of operations.

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If we are unable to enforce our intellectual property rights, or if such intellectual property rights become obsolete, our competitive position could be adversely affected.

As a company that manufactures and markets branded products, we rely heavily on trademark and service mark protection to protect our brands. We also have issued patents and rely on trade secret and copyright protection for certain of our technologies. These protections may not adequately safeguard our intellectual property and we may incur significant costs to defend our intellectual property rights, which may adversely affect our financial condition. There is a risk that third parties, including our current competitors, will infringe on our intellectual property rights or will claim that our products infringe on their intellectual property rights, in which case we would have to defend these rights or ourselves, which may be costly or unsuccessful.

There can be no assurance that the efforts we have taken to protect our business with respect to intellectual property rights will be sufficient or effective. If we are unable to protect and maintain our intellectual property rights, or if there are any successful challenges to our intellectual property rights or infringement proceedings against us, our business, financial condition and results of operations could be materially and adversely affected.

We could incur significant costs as a result of compliance with, violations of or liabilities under applicable environmental, health and safety laws.

Our operations include 93 manufacturing facilities and 106 distribution and warehouse facilities located throughout North America (see “Item 2. Properties” for additional information). As a result, our operations are subject to various federal, state, local and foreign environmental, health and safety (“EHS”) laws. Among other things, these laws (i) regulate the emissions and discharges of pollutants into the environment, (ii) govern the use, storage, treatment, disposal and management of hazardous materials and wastes, (iii) protect the health and safety of our employees, the end-users of our products, and the general public, (iv) regulate the chemicals imported and used in our raw materials and products, and (v) impose liability for the costs of investigating and remediating present and past releases of hazardous materials and other related damages. Violations of these laws or of any conditions contained in environmental permits could result in substantial fines or penalties, injunctive relief, requirements to install pollution or other controls or other equipment, civil sanctions, and in extreme cases, criminal sanctions, permit revocations, and facility shutdowns. We could be held liable for the costs to investigate, remediate or otherwise address contamination at any real property we have historically owned or, operated, at third party sites contracted for waste disposal, or at sites where predecessors released hazardous materials. We also could incur fines, penalties or sanctions or be subject to third-party claims, including indemnification claims, for property damage, personal injury or otherwise because of violations of or liabilities under EHS laws or in connection with releases of hazardous materials. In addition, changes in or new interpretations of existing EHS laws, regulations or enforcement policies, the discovery of previously unknown environmental contamination, or the imposition of other environmental liabilities or obligations in the future, in each case with respect to our operations, products or business activities, may lead to additional costs that could have a material adverse effect on our business, financial condition or results of operations. We cannot predict whether such liabilities or obligations will arise in the future or the scope thereof.

Changes in building codes and standards could increase the cost of our products, lower the demand for our products, or otherwise adversely affect our business.

Our products are subject to extensive and complex local, state, federal, and foreign statutes, ordinances, rules, and regulations. These mandates, including but not limited to building design safety and construction standards and zoning requirements, affect the cost, selection, and quality requirements of the products we sell, including building structures and envelopes, roofs, windows and siding. These statutes, ordinances, rules, and regulations often provide broad discretion to governmental authorities as to the types and quality specifications required for products we sell that are used in new residential and commercial construction and home renovations and improvement projects. In addition, we cannot predict whether and how any of these standards may change in the future. Ongoing compliance with current standards and with any future changes thereto may increase the costs of manufacturing our products or may reduce the demand for impacted products in affected geographical areas or product markets, which could have a material adverse effect on our business, financial condition, and results of operations.

We face risks related to acquisitions and dispositions that could adversely affect our results of operations.

We have a history of expansion through acquisitions, and, from time to time, we evaluate acquisitions and dispositions of assets and businesses. We believe that if our industry continues to consolidate, our future success may depend, in part, on our ability to successfully complete acquisitions. Acquisitions and dispositions involve a number of risks, including:

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•The risk of incorrect assumptions or estimates regarding the future results of an acquired business or expected cost reductions or other synergies expected to be realized as a result of acquiring the business;

•The risk of disposing of an asset or business at a price or on terms that are less favorable than we had anticipated;

•Difficulty in finding sellers or buyers;

•Diversion of management’s attention from existing operations;

•Unexpected losses of key employees, customers and suppliers of an acquired business;

•Integrating the financial, technological and management standards, processes, procedures and controls of an acquired business with those of our existing operations;

•Increasing the scope, geographic diversity and complexity of our operations; and

•Potential litigation or other claims arising from an acquisition or disposition.

We can provide no assurance that we will be successful in identifying or completing any future acquisitions or dispositions or that any businesses or assets that we are able to acquire will be successfully integrated into our existing business. The incurrence of additional debt, contingent liabilities and expenses in connection with any future acquisitions could have a material adverse effect on our business, financial condition and results of operations.

In addition, we may be subject to claims arising from the operations of businesses from periods prior to the dates we acquired them. These claims or liabilities could be significant. Our ability to seek indemnification from the former owners for these claims or liabilities is limited by various factors, including the specific limitations contained in the respective acquisition agreements and the financial ability of the former owners to satisfy such claims or liabilities. If we are unable to enforce any indemnification rights we may have against the former owners or if the former owners are unable to satisfy their obligations for any reason, including because of their current financial position, or if we do not have any right to indemnification, we could be held liable for the costs or obligations associated with such claims or liabilities, which could adversely affect our operating performance.

We risk liabilities and losses due to personal injury, property damage or product liability claims, which may not be covered by insurance.

Our workers are subject to hazards associated with work in manufacturing environments. Operating hazards can cause personal injury and loss of life, as well as damage to or destruction of property. We are subject to either deductible or self-insured retention amounts, per claim or occurrence, under our Property/Casualty insurance programs, as well as an individual stop-loss limit per claim under our group medical insurance plan that we believe are consistent with industry practice. The transfer of risk through insurance cannot guarantee that coverage will be available for every loss or liability that we may incur in our operations.

Exposures that could create insured (or uninsured) liabilities are difficult to assess and quantify due to unknown factors, including but not limited to injury frequency and severity, natural disasters, terrorism threats, third-party liability, and claims that are incurred but not reported. Although we engage third-party actuarial professionals to assist us in determining our probable future loss exposure, it is possible that claims or costs could exceed our estimates or our insurance limits, or could be uninsurable. In such instances we might be required to use working capital to satisfy these losses rather than to maintain or expand our operations, which could materially and adversely affect our business, financial condition and results of operations.

Further, we face the risk of product liability exposure, including regulatory penalties and class action and warranty claims, in the event that the use of any of our products results in personal injury or property damage. In the event that any of our products prove to be defective, among other things, we may be responsible for damages related to any defective products and may be required to cease production, recall or redesign such products. Because of the long useful life of our products, it is possible that latent defects might not appear for several years. Any insurance we maintain may not continue to be available on acceptable terms or such coverage may not be adequate for liabilities actually incurred. Further, any claim or product discontinuance, recall or redesign could result in adverse publicity against us, which could cause sales to decline, or increase warranty costs.

Breaches of our information system security measures could disrupt our internal operations.

We are dependent upon information technology for the distribution of information internally and also to our customers and suppliers. This information technology is subject to theft, damage or interruption from a variety of sources, including but not limited to malicious computer viruses, security breaches and defects in design. Purchase of our products may involve the

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transmission or storage of data, including in certain instances customers’ business and personally identifiable information. We also hold the sensitive personal data of our current and former employees, as well as proprietary information of our business, including strategic plans and intellectual property. Thus, maintaining the security of computers, computer networks and data storage resources is a critical issue for us and our customers and employees, as security breaches could result in vulnerabilities and loss of and/or unauthorized access to confidential information.

We have in the past experienced, and may in the future face, hackers, cybercriminals or others gaining unauthorized access to, or otherwise misusing, our systems to misappropriate our proprietary information and technology, interrupt our business, or gain unauthorized access to confidential information. For example, in August 2020, we detected a ransomware attack impacting certain of our operational and information technology systems. Promptly upon our detection of the attack, we launched an investigation, notified law enforcement and engaged the services of specialized legal counsel and other incident response professionals. While we were able to recover our critical operational data and business systems, there is no guarantee that we will have similar success with an attack in the future should one occur. Any such future attack could lead to the public disclosure of customer or employee data, our trade secrets or other intellectual property, or material financial and other information related to our business. The release of any of this information could have a material adverse effect on our business, reputation, and financial condition.

The reliability and security of our information technology infrastructure and software, and our ability to expand and continually update technologies in response to our changing needs is critical to our business. To the extent that any disruptions or security breaches result in a loss or damage to our data, it could cause harm to our reputation or brand. This could: (i) lead some customers to stop purchasing our products and reduce or delay future purchases of our products or lead to the use of competing products; (ii) lead to private causes of action that could result in a judgment, settlement or other liability; (iii) lead to state or federal enforcement actions, which could result in fines, penalties or other liabilities and which may cause us to incur legal fees and costs; or (iv) result in additional costs associated with responding to a cyberattack. Increased regulation regarding cybersecurity may increase our costs of compliance, including fines and penalties, as well as costs of cybersecurity audits and insurance. Any of these actions could materially adversely impact our business, financial condition and results of operations.

We have invested in protections and monitoring practices of our data and information technology to reduce these risks and continue to monitor our systems on an ongoing basis for any current or potential threats. There can be no assurance, however, that our efforts will prevent breakdowns or breaches to our or our third party providers’ databases or systems that could adversely affect our business and financial condition.

Damage to our computer infrastructure and software systems and issues relating to the incorporation of artificial intelligence (“AI”) solutions into our systems, could harm our business.

The unavailability of any of our primary information management systems for any significant period of time could have an adverse effect on our operations. In particular, our ability to deliver products to our customers when needed, collect our receivables and manage inventory levels successfully largely depend on the efficient operation of our computer hardware and software systems. Through information management systems, we provide inventory availability to our sales and operating personnel, improve customer service through better order and product reference data, and monitor results of operations. Difficulties associated with upgrades, installations of major software or hardware, and integration with new systems could lead to business interruptions that could harm our reputation, increase our operating costs, and decrease our profitability. In addition, these systems are vulnerable to, among other things, damage or interruption from power loss, computer system and network failures, loss of telecommunications services, operator negligence, physical and electronic loss of data, or security breaches and computer viruses.

We have contracted with third-party service providers that provide us with redundant data center services in the event that our major information management systems are damaged, but they may prove to be inadequate. Our inability to restore data completely and accurately could lead to inaccurate and/or untimely financial reporting, tax filings with the Internal Revenue Service (“IRS”) or other required filings, all of which could have a significant negative impact on our business, and result in fines or penalties.

In addition, we may incorporate traditional and generative AI solutions into our information systems, products, offerings, services and features, and these solutions may become important in our operations over time. The ever-increasing use and evolution of technology, including cloud-based computing and AI, creates opportunities for the potential loss or misuse of personal data that forms part of any data set and was collected, used, stored, or transferred to run our business, and unintentional dissemination or intentional destruction of confidential information stored in our or our third party providers’

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systems, portable media or storage devices, which may result in significantly increased business and security costs, a damaged reputation, administrative penalties, or costs related to defending legal claims. If the content, analyses, or recommendations that AI programs assist in producing are or are alleged to be deficient, inaccurate, or biased, our business, financial condition, and results of operations and our reputation may be adversely affected. AI programs may be costly and require significant expertise to develop, may be difficult to set up and manage, and require periodic upgrades. There is also a risk that we may not have access to the technology and qualified AI personnel resources to adequately incorporate ongoing advancements into our AI initiatives, including access to the licensing of key intellectual property from third parties. Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. Our competition may have access to greater financial and technological resources, giving them a competitive advantage in recruiting, motivating, and retaining sought-after AI professionals. AI also presents emerging ethical issues and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. The rapid evolution of AI, including potential government regulation of AI, will require significant resources to develop, test and maintain our platform, offerings, services, and features to help us implement AI ethically in order to minimize unintended, harmful impact.

Our enterprise resource planning technologies will require maintenance or replacement in order to allow us to continue to operate and manage critical aspects of our business.

We rely heavily on enterprise resource planning technologies (“ERP Systems”) from third parties in order to operate and manage critical internal functions of our business, including accounting, order management, procurement, and transactional entry and approval. Certain of our ERP Systems are no longer supported by their vendor, are reaching the end of their useful life or are in need of significant updates to adequately perform the functions we require. We have limited access to support for older software versions and may be unable to repair the hardware required to run certain ERP Systems on a timely basis due to the unavailability of replacement parts. In addition, we face operational vulnerabilities due to limited access to software patches and software updates on any software that is no longer supported by their vendor. We have started implementing a multi-year plan to upgrade and rationalize the hardware and software platforms used in our ERP Systems.

If our ERP Systems become unavailable due to extended outages or interruptions, because they are no longer available on commercially reasonable terms or if we are unable to successfully implement our upgrade and rationalization plan, our operational efficiency could be harmed and we may face increased replacement costs. We may also face extended recovery time in the event of a system failure due to lack of resources to troubleshoot and resolve such issues. Our ability to manage our operations could be interrupted and our order management processes and customer support functions could be impaired until equivalent services are identified, obtained and implemented on commercially reasonable terms, all of which could adversely affect our business, results of operations and financial condition.

We have identified a material weakness in our internal control over financial reporting and, if our remediation of this material weakness is not effective, or if we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately or timely report our results of operations.

In the course of preparing our financial statements for the interim period ended September 28, 2024, management identified a material weakness in our internal control over financial reporting that existed due to the implementation of a new ERP System within the Shelter Solutions reportable segment. The presence of this material weakness creates a reasonable possibility that a material misstatement to the consolidated financial statements will not be prevented or detected on a timely basis. However, no such material misstatement has occurred to date.

We are taking steps to address these control issues. The remediation steps will require that, among other items: (i) functional business experts are identified, trained, and meet established requirements, (ii) business users have sufficient understanding of the underlying functionality being tested, and (iii) additional levels of review are established throughout the development cycle.

While we believe that these efforts will remediate the material weakness identified, the implementation of these measures is ongoing and will require validation and testing of the design and operating effectiveness over a sustained period of financial reporting cycles.

We cannot assure you that the measures we have taken to date, and that we are continuing to implement, will be sufficient to remediate the material weakness we have identified or that we will not uncover additional material weaknesses in the future. If the steps we take do not remediate the material weakness in a timely manner, there could continue to be a reasonable possibility that these control deficiencies or others could result in a material misstatement of our consolidated financial

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statements that would not be prevented or detected on a timely basis. If such material misstatements were not prevented or detected on a timely basis, or if we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately or timely report our results of operations, which could have a material adverse effect on our business, results of operations, and financial condition.

We may be significantly affected by new or stricter regulatory standards on sustainability matters, and by global climate change.

We expect that regulatory standards on topics such as climate change, GHG emissions, water usage, waste management, human capital, and risk oversight will continue to evolve. Implementation of new and/or stricter regulatory standards could expand the nature, scope, and complexity of what we are required to comply with, control, assess, and report. Such changes could increase the cost of our compliance and internal risk management programs, which could have a material adverse effect on our business, results of operations, and financial condition.

For example, the State of California established climate legislation in 2023 that will require certain U.S. companies with business activities in California to provide disclosures related to their GHG emissions, climate-related financial risks and any voluntary carbon offsets or climate related claims. The new California legislation, and the adoption of similar regulations in other U.S. states and/or Canada and Mexico are likely to increase the resources we will need to allocate for compliance. In addition, any other future, more stringent federal, regional, state and foreign laws and regulations relating to global climate change and GHG emissions, if adopted, could impact our manufacturing operations, raw material suppliers, the transportation and distribution of our products, and our customers’ businesses.

Further, global climate change may increase the frequency or intensity of extreme weather-related events, such as storms, floods, hurricanes, wildfires, extreme temperatures, and other events that could affect our facilities and, workforce, supply chain, and demand for our products, which could have a material adverse effect on our business, results of operations, and financial condition.

We face risks related to our international operations.

In addition to the U.S., we operate our business in certain foreign jurisdictions, principally in Canada and Mexico, and make sales in certain other jurisdictions, which poses certain risks to our business, including foreign exchange rate and international legal compliance risks.

Our operations in Canada generated 7.1% of our net sales in 2024. As such, our net sales, earnings and cash flow are exposed to risk from changes in foreign exchange rates, which can be difficult to mitigate. Depending on the direction of changes relative to the U.S. dollar, Canadian dollar values can increase or decrease the reported values of our net assets and results of operations. We hedge this foreign currency exposure by evaluating the usage of certain derivative instruments which hedge certain, but not all, underlying economic exposures.

Our international operations require us to comply with certain U.S. and international laws, such as import/export laws and regulations, anti-boycott laws, anti-dumping laws, economic sanctions, laws and regulations, the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws. Any new tariffs and trade restrictions that may be implemented by the second Trump administration could result in reduced overall economic activity and increased costs in operating our business, which could have a material adverse effect on our business, financial condition and results of operations. See Risk Factor, “Price volatility and supply constraints for raw materials could prevent us from meeting delivery schedules to our customers or reduce our profit margins.” In addition, we operate in parts of the world, including Canada and Mexico, that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws has proved challenging historically. We cannot provide absolute assurance that our internal controls and procedures will always prevent reckless or criminal acts by our employees or agents, or that the operations of acquired businesses will have been conducted in accordance with our policies and applicable regulations. If we are found to be liable for violations of these laws (either due to our own acts, out of inadvertence or due to the acts or inadvertence of others), we could suffer criminal or civil penalties or other sanctions, including limitations on our ability to conduct our business, which could have a material and adverse effect on our business, financial condition and results of operations.

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Significant changes in factors and assumptions used to measure our defined benefit plan obligations, actual investment returns on pension assets and other factors could negatively impact our results of operations and cash flows.

The recognition of costs and liabilities associated with our pension plans for financial reporting purposes is affected by assumptions made by management and used by actuaries engaged by us to calculate the benefit obligations and the expenses recognized for these plans. The inputs used in developing the required estimates are calculated using a number of assumptions, which represent management’s best estimate of the future. The assumptions that have the most significant impact on reported results are the discount rate, the estimated long-term return on plan assets for the funded plans, retirement rates, and mortality rates. These assumptions are generally updated annually.

Changes in interest rates, mortality assumptions and asset performance may affect the funded status of our pension plans. Funding requirements for our pension plans may become more significant. If our cash flows and capital resources are insufficient to fund our pension plan obligations, we could be forced to reduce or delay investments and capital expenditures, seek additional capital, or restructure or refinance our indebtedness.

Any impairment of our goodwill, intangible or other long-lived assets could negatively impact our results of operations and financial condition.

We evaluate assets on our Consolidated Balance Sheets, including goodwill, intangible and other long-lived assets, annually, in the case of goodwill, or whenever events or changes in circumstances indicate that their carrying value may not be recoverable. We monitor factors or indicators, such as unfavorable variances from forecasted cash flows, and external market conditions that would require an impairment test. For example, during the third quarter of 2024, we recorded goodwill impairment charges of $12.9 million, $329.1 million, and $40.8 million related to our Aperture Solutions–U.S., Siding Solutions–U.S., and Surface Solutions–U.S. Stone reporting units, respectively, as well as an intangible impairment charge of $32.7 million related to Surface Solutions–U.S. Stone. During the fourth quarter of 2024, we recorded impairment charges related to goodwill of $483.3 million to our Aperture Solutions–U.S. reporting unit and $24.2 million and $11.8 million related to property, plant and equipment and right-of-use assets, respectively, at our Surface Solutions–U.S. Stone reporting unit. We may experience unforeseen events in the future, that could adversely affect the value of our goodwill, intangible assets or other long-lived assets and trigger other interim impairment evaluations. There can be no assurance that valuation multiples will not decline, discount rates will not increase, or the earnings, book values or projected earnings and cash flows of the Company’s reporting units will not decline. Future determinations of significant impairments of goodwill, intangible assets or other long-lived assets as a result of an impairment test or any accelerated amortization of our long-lived assets could have a negative impact on the Company’s business, results of operations and financial condition.

Risks Related to our Sole Stockholder

The interests of our controlling stockholder may differ from the interests of holders of our indebtedness.

Following the Merger (as defined herein), investment funds managed by Clayton, Dubilier and Rice, LLC (“CD&R”) own all of the Company’s outstanding capital stock and have the ability to appoint the members of our Board of Directors. As a result, CD&R has significant influence over our business. The interests of CD&R may differ from those of holders of our outstanding indebtedness in material respects. For example, CD&R may have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their overall equity investment, even though such transactions might involve risks to holders of our outstanding indebtedness. CD&R is in the business of making investments in companies, and may from time to time in the future, acquire interests in businesses that directly or indirectly compete with certain portions of our business or are our suppliers or customers. The companies in which CD&R invests may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. Additionally, CD&R may determine that the disposition of some or all of their interests in the Company would be beneficial to them at a time when such disposition could be detrimental to the holders of our outstanding indebtedness.

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Risks Related to our Indebtedness and Liquidity

We have substantial debt and may incur substantial additional debt, which could adversely affect our financial health, reduce our profitability, limit our ability to obtain financing in the future and pursue certain business opportunities and make payments on our indebtedness.

As of December 31, 2024, we had outstanding principal on long-term debt totaling $4.8 billion.

The amount of our debt or other similar obligations could have important consequences for us, including, but not limited to:

•A substantial portion of our cash flow from operations must be dedicated to the payment of principal and interest on our indebtedness, thereby reducing the funds available to us for other purposes;

•Our ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt service requirements or general corporate purposes and our ability to satisfy our obligations with respect to our outstanding indebtedness may be impaired in the future;

•We are exposed to the risk of increased interest rates because a portion of our borrowings is at variable rates of interest;

•We may be at a competitive disadvantage compared to our competitors with less debt or with comparable debt at more favorable interest rates and who, as a result, may be better positioned to withstand economic downturns;

•Our ability to refinance indebtedness may be limited or the associated costs may increase;

•Our ability to engage in acquisitions without raising additional equity or obtaining additional debt financing may be limited in the future;

•It may be more difficult for us to satisfy our obligations to our creditors, resulting in possible defaults on and acceleration of such indebtedness;

•We may be more vulnerable to general adverse economic and industry conditions; and

•Our flexibility to adjust to changing market conditions and our ability to withstand competitive pressures could be limited, or we may be prevented from making capital investments that are necessary or important to our operations, growth strategy or efforts to improve operating margins of our business units.

If we cannot service our debt, we will be forced to take actions such as reducing or delaying acquisitions and/or capital expenditures, selling assets, restructuring or refinancing our debt or seeking additional equity capital. We can give no assurance that we can do any of these things on satisfactory terms or at all.

Further, the terms of the Cash Flow Credit Agreement, the ABL Credit Agreement, the Side Car Term Loan Credit Agreement (each as defined in Note 9 — Debt), the August 2028 Indenture (as defined below), January 2029 Indenture (as defined below) and August 2029 Indenture (as defined below) provide us and our subsidiaries with the flexibility to incur a substantial amount of additional secured or unsecured indebtedness in the future if we or our subsidiaries are in compliance with certain incurrence ratios set forth therein. Any such incurrence of additional indebtedness may increase the risks created by our current substantial indebtedness. As of December 31, 2024, we were able to borrow up to(i) $850.0 million under the ABL Facility (as defined in Note 9 — Debt), (ii) $95.0 million under the ABL FILO Facility (as defined in Note 9 — Debt) and (iii) $92.0 million under the Cash Flow Revolver (as defined in Note 9 — Debt). Borrowings under the ABL Facility, the ABL FILO Facility and the Cash Flow Revolver would be secured.

The Cash Flow Credit Agreement, the ABL Credit Agreement, the Side Car Term Loan Credit Agreement, and the indenture governing the terms of our 8.750% Senior Secured Notes (the “August 2028 Indenture”), the indenture governing the terms of our 6.125% Senior Notes (the “January 2029 Indenture”), and the indenture governing the terms of our and 9.500% Senior Secured Notes (the (“August 2029 Indenture”) contain restrictions and limitations that could significantly impact our ability and the ability of most of our subsidiaries to engage in certain business and financial transactions.

The Cash Flow Credit Agreement, the ABL Credit Agreement, the Side Car Term Loan Credit Agreement, the August 2028 Indenture, the January 2029 Indenture and the August 2029 Indenture contain restrictive covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to:

•Incur additional indebtedness or issue certain preferred shares;

•Pay dividends, redeem stock or make other distributions in respect of capital stock;

•Repurchase, prepay or redeem our subordinated indebtedness;

•Make investments;

•Incur additional liens;

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•Transfer or sell assets;

•Create restrictions on the ability of our restricted subsidiaries to pay dividends to us or make other intercompany transfers;

•Make negative pledges;

•Consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

•Enter into certain transactions with our affiliates; and

•Designate subsidiaries as unrestricted subsidiaries.

In addition, the Cash Flow Revolver requires us to maintain a maximum total secured leverage ratio under certain circumstances, and the ABL Facility require us to maintain a minimum consolidated fixed charge coverage ratio under certain circumstances. The ABL Credit Agreement also contains other covenants customary for asset-based facilities of this nature. Our ability to borrow additional amounts under the Cash Flow Revolver and the ABL Facility depends upon satisfaction of these covenants. Events beyond our control can affect our ability to meet these covenants.

We are required to make mandatory pre-payments under the Cash Flow Credit Agreement, the Side Car Term Loan Credit Agreement and the ABL Credit Agreement upon the occurrence of certain events, including the sale of assets and the issuance of debt, in each case subject to certain limitations and conditions set forth in the Cash Flow Credit Agreement, the Side Car Term Loan Agreement and the ABL Credit Agreement. In addition, under the Cash Flow Credit Agreement, the Side Car Term Loan Credit Agreement, the August 2028 Indenture, the January 2029 Indenture and the August 2029 Indenture, we are required to reinvest or repay debt in an amount equal to the proceeds of divestitures within 18 months of the closing date of such divestiture. There can be no assurance that we will have the funds necessary to comply with the requirement and that the failure to comply may have a materially adverse effect on our business, financial condition and results of operations.

In addition, under certain circumstances and subject to the limitations set forth in the Cash Flow Credit Agreement and the Current Term Loan Facility (as defined in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”) may require us to make prepayments of the term loans to the extent we generate excess positive cash flow each year.

Any future financing arrangements entered into by us may also contain similar covenants and restrictions. As a result of these covenants and restrictions, we may be limited in our ability to plan for or react to market conditions or to meet extraordinary capital needs or otherwise restricted in our activities. These covenants and restrictions could also adversely affect our ability to finance our future operations or capital needs or to engage in other business activities that would be in our interest.

Our failure to comply with obligations under the Cash Flow Credit Agreement, the ABL Credit Agreement, the Side Car Term Loan Credit Agreement, the August 2028 Indenture, the January 2029 Indenture or the August 2029 Indenture as well as others contained in any future debt instruments from time to time, may result in an event of default under the Cash Flow Credit Agreement, the ABL Credit Agreement, the Side Car Term Loan Credit Agreement, the August 2028 Indenture, the January 2029 Indenture or the August 2029 Indenture, as applicable. A default, if not cured or waived, may permit acceleration of our indebtedness. If our indebtedness is accelerated, we cannot be certain that we will have sufficient funds available to pay the accelerated indebtedness or that we will have the ability to refinance the accelerated indebtedness on terms favorable to us or at all. If we are forced to refinance these borrowings on less favorable terms or cannot refinance these borrowings, our business, results of operations, financial condition and cash flows could be adversely affected.

An increase in interest rates would increase the cost of servicing our debt and could reduce our profitability, decrease our liquidity and impact our solvency.

Our indebtedness under the Cash Flow Facilities, the ABL Facilities and the Side Car Term Loan Facility, due August 2028 (each as defined in Note 9 — Debt) bears interest at variable rates, and our future indebtedness may bear interest at variable rates. As a result, increases in interest rates could increase the cost of servicing such debt and materially reduce our profitability and cash flows. While the Board of Governors of the U.S. Federal Reserve System lowered interest rates slightly multiple times in 2024 after three years of rate increases, it may raise interest rates again in the future based on U.S government policies and/or macroeconomic conditions. As of December 31, 2024, assuming all Cash Flow Revolver and ABL Facilities revolving loans were fully drawn and SOFR exceeded 0.00%, each one percent change in interest rates would result in an approximately $10.4 million change in annual interest expense on the Side Car Term Loan Facility, the Cash Flow Revolver and the ABL Facilities (excluding the impact of any Company hedging arrangements). The impact of such an increase would be more significant for us than it would be for some other companies because of our substantial debt.

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In addition, an increase in interest rates would generally lead to a decline in residential and commercial new construction starts and residential repair and remodeling activity, which could adversely affect our business, financial condition and results of operations. See Risk Factor “Our industry is highly sensitive to macroeconomic conditions. Negative economic events including, but not limited to, actual or perceived economic downturns, lower business and consumer confidence, high interest rates, inflation, and lower new construction starts and repair and remodeling activity may materially and adversely affect the outlook for our business, financial condition and results of operations.”

We may have future capital needs and may not be able to obtain additional financing on acceptable terms or at all.

Although we believe that our current cash position and the additional committed funding available under the ABL Facilities and the Cash Flow Revolver is sufficient for our current operations, any reductions in our available borrowing capacity, or our inability to renew or replace our debt facilities, when required or when business conditions warrant, could have a material adverse effect on our business, financial condition and results of operations. Our ability to secure additional financing or financing on favorable terms and to satisfy our financial obligations under indebtedness outstanding from time to time will depend upon our future operating performance, the availability of credit generally, economic and market conditions and financial, business and other factors, many of which are beyond our control.

If financing is not available when needed, or is available on unfavorable terms, we may be unable to take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition and results of operations. If we raise additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution.

Our credit ratings are important to our cost of capital. The major debt rating agencies routinely evaluate our debt based on a number of factors, which include financial strength and business risk as well as transparency with rating agencies and timeliness of financial reporting. A downgrade in our debt rating could result in increased interest and other expenses on our existing variable interest rate debt, and could result in increased interest and other financing expenses on future borrowings. Downgrades in our debt rating could also restrict our access to capital markets and affect the value and marketability of our outstanding notes.

Our ability to access future financing also may be dependent on regulatory restrictions applicable to banks and other institutions subject to U.S. federal banking regulations, even if the market would otherwise be willing to provide such financing.

Item 1B. Unresolved Staff Comments.

There are no unresolved staff comments outstanding with the SEC at this time.

Item 1C. Cybersecurity

Risk Management and Strategy

Risk Assessments

The Company recognizes the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data. The Company has integrated cybersecurity risk management into our broader enterprise risk management framework to promote a company-wide culture of cybersecurity risk awareness and management. This integration aims to ensure that cybersecurity considerations are an integral part of our decision-making processes at every level.

We maintain an enterprise risk management program (“ERM”) designed to assess, identify, manage and mitigate material risks, including cybersecurity risk. ERM is a Company-wide initiative that involves both the Board of Directors and the Company’s management. The program is designed to (i) identify and assess risks most critical to the Company’s success including through detailed analysis of the likelihood of occurrence and potential impact of each risk, (ii) assign individual executives the responsibility of managing those risks, and (iii) align those management assignments with appropriate board-level oversight.

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Our General Counsel and Assistant General Counsel – Compliance drive the program. The executive leadership team, including our Chief Executive Officer, and the Company’s management team, comprised of department leaders and subject matter experts, are responsible for identifying, assessing managing and mitigating risks. With respect to cybersecurity risk, our legal and compliance team works closely with our IT leaders to evaluate and address cybersecurity risks in alignment with our business objectives and operational needs.

External experts supplement our internal expertise as necessary. Risks identified as significant risks are communicated to the Board of Directors, who ultimately oversees the program both directly and indirectly through Board Committees, such as the Audit Committee.

Risk management, including risks related to cybersecurity is also incorporated into the review and approval process for our project management organization (“PMO”).

Our cybersecurity risk management program includes enterprise-wise monitoring of cyber activity to identify and analyze potential events that may have an adverse effect or impact on the Company’s assets, systems, resources or reputation. This monitoring is designed to identify both external activity and routine internal activity for behavior that may be unusual or potentially malicious. Depending upon the nature and severity of the risk, cybersecurity monitoring and identification can result in automated processes to immediately block and remove undesired risks, cybersecurity team review and action, or both. The Cybersecurity Incident Response Plan provides a framework for addressing a cyber-crisis, cyber-incident and/or data breach, which could include activating crisis, or business continuity recovery plans, as appropriate. These plans are regularly reviewed and updated by our Chief Information Officer and communicated to appropriate stakeholders.

Third-Party Engagement

Recognizing the complexity and evolving nature of cybersecurity threats, the Company engages with a range of external experts, including cybersecurity assessors, consultants, and auditors in evaluating and testing our risk management systems. These partnerships enable us to leverage specialized knowledge and insights, with the aim of modeling our cybersecurity strategies and processes after industry best practices. Our collaboration with these third parties includes managed services, team augmentation, independent audits, vulnerability management, threat and attack and consultation on security risks enhancements. Some engagements involve point in time activities with end products or reporting while others involve ongoing monitoring and management of risk across the Company.

Third-Party Risk Management

Because we are aware of the risks associated with third-party service providers, such as suppliers, software and cloud-based service providers, and cybersecurity partners, the Company implements processes to oversee and manage these risks. We assess the risks from cybersecurity threats that impact select suppliers and third-party service providers with whom we share personal identifying and confidential information. We require third parties to maintain security controls to protect our confidential information and data and notify us of breaches that may impact our data. Third parties that interact with our information or have access to our systems may have additional security requirements depending on the levels of risk. When new third-party risks are identified, we require those impacted to implement appropriate remediations or controls. Identified risks are documented and tracked along with general ongoing monitoring of third parties external risk posture. This approach is designed to mitigate risks related to data breaches or other security incidents originating from third party service providers.

Learning from Threats/Incidents

During the last year we have not identified cybersecurity threats or challenges that have materially impaired our operations or financial condition. Our monthly baselines for cybersecurity are closely tracked and show a continual improvement and reduction of risk over the last three years. Similarly, incident investigations over the same period have reduced in severity and frequency. These internal metrics are consistent with our third-party risk scorecard subscriptions which similarly show a year-over-year improvement in our risk posture over the last three years. See Risk Factor, “Damage to our computer infrastructure and software systems and issues relating to the incorporation of artificial intelligence (“AI”) solutions into our systems, could harm our business.”

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Board Oversight

The Board of Directors has established robust oversight mechanisms designed to ensure effective governance in managing risks associated with cybersecurity threats due to the significance of these threats to our operational integrity. The Board of Directors has delegated to the Audit Committee oversight over cybersecurity risk.

Governance – Conveying Risks to the Board of Directors

The Chief Information Officer (“CIO”) and Chief Financial Officer (“CFO”) play a pivotal role in keeping the Audit Committee apprised of cybersecurity risks. They provide comprehensive briefings to the Audit Committee on a quarterly basis at the Audit Committee meetings. These briefings encompass a broad range of topics, including:

•Current cybersecurity landscape and emerging threats

•Status of ongoing cybersecurity initiatives and strategies

•Incident reports and learnings from cybersecurity events; and

•Compliance with regulatory requirements and industry standards.

In addition to our scheduled meetings, the Audit Committee, CIO and CFO maintain an ongoing dialogue regarding emerging or potential cybersecurity risks to ensure that the Board Director’s oversight is proactive and responsive. The Audit Committee actively participates in strategic decisions related to cybersecurity, offering guidance for major initiatives. Furthermore, significant cybersecurity matters, and strategic risk management decisions are escalated to the Audit Committee or Board of Directors, as appropriate, through the Board-approved escalation protocol.

Governance and Management

Primary responsibility for assessing, monitoring and managing our cybersecurity risks rests with our Director Cyber Security under the oversight of the Chief Information Officer. With over 20 years in the field of IT and cybersecurity, the Director, Cyber Security has significant professional experience including senior technical leadership roles along with consulting and management roles at public and private companies in the manufacturing, chemical and oil and gas sectors. His in-depth knowledge and experience are instrumental in developing and executing our cybersecurity strategies. He holds a masters in science degree from the University of Texas at Austin and professional certifications that include a CISSP and an active U.S. Government security clearance. Our Director Cyber Security oversees our cybersecurity governance programs and leads a team responsible for cybersecurity risk assessment, continuous monitoring for internal and external threats and vulnerabilities, remediation of known risks, and employee cybersecurity training.

Management Oversight

Our Director, Cyber Security and Chief Information Officer are regularly informed about the latest developments in cybersecurity, including potential threats and innovative risk management techniques. Keeping senior management abreast of the cybersecurity posture and potential risks facing the Company is viewed as crucial for the effective prevention, detection, mitigation, and remediation of cybersecurity incidents. The Director, Cyber Security leads a team of cybersecurity engineers, manages vendor relationships, and is responsible for implementation and oversight of processes for monitoring enterprise information systems. These processes include the deployment of advanced cybersecurity platforms which continually assess, remediate and provide regular measures and regular system audits so that identified threats and potential vulnerabilities can be addressed. In the event of a cybersecurity incident, the Director Cyber Security is equipped with our Cybersecurity Incident Response Plan. This plan includes an escalation protocol to ensure Company leaders and the Board of Directors are aware of and can oversee response plans, immediate actions to mitigate the impact and long-term strategies for remediation and prevention of future incidents. Processes also include escalating potentially material incidents directly to the General Counsel to ensure incidents are reported as required by applicable law and regulation. Both the Board of Directors and the Company’s IT Steering Committee, which is comprised of senior executives are kept updated on any material incidents, cybersecurity initiatives and the Company’s cybersecurity strategic roadmap.

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Item 2. Properties.

Our principal executive office is located in Cary, North Carolina. The following table provides additional information by reportable segment and geography with respect to our properties as of December 31, 2024:


	Manufacturing Facilities			Distribution and Warehouse Facilities
	Owned	Leased	Total	Owned	Leased	Total
Aperture Solutions	7	31	38	—	20	20
Surface Solutions	7	9	16	1	38	39
Shelter Solutions	23	16	39	38	9	47
Total	37	56	93	39	67	106
U.S.	33	53	86	39	47	86
Canada	3	3	6	—	20	20
Mexico	1	—	1	—	—	—
Total	37	56	93	39	67	106

Item 3. Legal Proceedings.

In July 2022, and pursuant to an Agreement and Plan of Merger dated March 5, 2022, Clayton, Dubilier and Rice, LLC (“CD&R”) became the indirect owner of Cornerstone Building Brands. In January 2023, purported former stockholders filed 2 separate complaints challenging the fairness of the Merger. The complaints are captioned Firefighters’ Pension System of the City of Kansas City, Missouri Trust and Gary D. Voigt v. Affeldt et al., C.A. No. 2023-0091-JTL (Del. Ch.) and Whitebark Value Partners LP and Robert Garfield v. Clayton Dubilier & Rice, LLC et al., C.A. No. 2023-0092-JTL (Del. Ch.). In both complaints, the plaintiffs allege that CD&R and its affiliates controlled the Company prior to the transaction and that certain directors and officers of the Company, as well as CD&R and its affiliates, breached their fiduciary duties and engaged in conduct resulting in a sale of the Cornerstone Building Brands public stockholders’ shares to CD&R at an unfair price. The plaintiffs seek unspecified monetary damages, attorneys’ fees, expenses and costs. The court consolidated the two cases, and on May 3, 2023, selected Whitebark Value Partners LP as lead plaintiff. On July 14, 2023, the defendants moved to dismiss the operative complaint. The motion to dismiss was denied on January 10, 2024, and the case is ongoing. On June 26, 2024, the plaintiffs filed an amended complaint. On February 24, 2025, the parties to the case filed a Stipulation of Compromise and Settlement (“Stipulation”) setting forth their agreement to settle the litigation. The Stipulation remains subject to court approval. The Stipulation provides for CD&R and the Company, on behalf of the defendants, to pay or cause their respective insurers to pay a total of $45.0 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 non-affiliated shareholders of the Company. The Company's portion of the proposed settlement relating to its indemnification of its former directors and officers is recoverable from insurance.The agreement is contingent upon final court approval, which is anticipated to occur later in 2025.

In June 2023, a purported former stockholder filed a class action complaint in the United States District Court for the District of Delaware alleging that the Company’s disclosures issued in connection with the Merger were materially misleading in violation of Section 14(a) and Section 20(a) of the Securities Exchange Act of 1934. The complaint is captioned Water Island Merger Arbitrage Institutional Commingled Master Fund, L.P. v. Cornerstone Building Brands et al., Case No. 1:23-cv-00701 (D. Del.). The complaint alleges that the Company’s directors and officers issued misleading disclosures, which caused stockholders to approve the Merger at an unfair price. The plaintiff seeks unspecified monetary damages, interest, attorney’s fees, expenses and costs. On December 8, 2023, the defendants moved to dismiss the operative complaint, and, in the alternative, to stay in litigation. On September 30, 2024, the court granted the defendants’ motion to dismiss without prejudice. On October 15, 2024, the plaintiffs filed an amended complaint, which the defendants again moved to dismiss or stay on November 26, 2024. The Company intends to vigorously defend against these claims. The Company cannot predict with any degree of certainty the outcome of this matter or determine the extent of any potential liabilities. The Company also cannot provide an estimate of the possible loss or range of loss.

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As a manufacturer of products primarily for use in residential and commercial building construction, we are inherently exposed to a variety of litigation and other proceedings incidental to its business, including lawsuits involving claims for damages arising out of its products, employment matters, commercial disputes, product liability and personal injury as well as regulatory investigations or enforcement. We insure against these risks to the extent deemed prudent by our management and to the extent insurance is available. Many of these insurance policies contain deductibles or self-insured retentions in amounts we deem prudent and for which we are responsible for payment. In determining the amount of self-insurance, it is our policy to self-insure those losses that are predictable, measurable, and recurring in nature. The Company regularly reviews the status of on-going proceedings and other contingent matters along with legal counsel. Liabilities for such items are recorded when it is probable that the liability has been incurred and when the amount of the liability can be reasonably estimated. Liabilities are adjusted when additional information becomes available. Based on current information, experience, and applicable law 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 are not predictable with assurance.

Item 4. Mine Safety Disclosures.

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

As of July 25, 2022, the Company’s common stock is no longer publicly traded either on a stock exchange or in the over-the-counter market.

Holders

As of March 14, 2025, there was one holder of the Company’s common stock.

Item 6. [Reserved].

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Our Business

Cornerstone Building Brands, Inc. (“Cornerstone Building Brands” or, collectively with its subsidiaries, unless the context requires otherwise, the “Company”) is a holding company incorporated in the State of Delaware. The Company is a leading exterior building products manufacturer; by sales; in North America and serves residential and commercial customers across new construction and the repair and remodel end markets.

Our mission is to be relentlessly committed to our customers and to create superior exterior building solutions that enable communities to grow and thrive. All references herein for the year “2024” represents the year ended December 31, 2024 and “2023” represents the year ended December 31, 2023.

The Company is organized in three reportable segments: Aperture Solutions, Surface Solutions and Shelter Solutions. There was no change in the composition of our reportable segments:

•Through our Aperture Solutions reportable segment, we offer a broad line of windows and doors at multiple price-points for residential new construction and repair and remodel end markets in the United States (“U.S.”) and Canada. Our main products include vinyl, aluminum, wood-composite and aluminum clad-wood windows and patio doors, as well as steel, wood-composite, and fiberglass entry doors.

•Our Surface Solutions reportable segment offers a broad suite of exterior surface solutions products and accessories at multiple price-points for the residential new construction and repair and remodel end markets. Our main products include vinyl siding and accessories, cellular PVC trim, vinyl fencing and railing, stone veneer and gutter protection products, as well as stone installation services.

•In our Shelter Solutions reportable segment, we design, engineer, manufacture and distribute an extensive lines of metal products for the low-rise commercial construction market under multiple brand names and through a nationwide network of manufacturing plants and distribution centers. We define low-rise commercial construction as building applications of up to five stories.

Costs related to other business activities, primarily our corporate headquarters functions, are disclosed separately from the three reportable segments as “Corporate and Other.” See Note 18 – Reportable Segment and Geographical Information, in our Consolidated Financial Statements located in Part II, Item 8 of this Form 10-K for additional information.

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Significant Business Developments

Our significant business development activities in 2024 and 2023 included:

•In August 2023, we completed the acquisition of M.A.C. Métal Architectural Inc. (“MAC Metal”), a manufacturer of high-end steel siding and roofing products.

•In December 2023, we completed the acquisition of the Eastern Architectural Systems (“EAS”) business, which manufactures custom-made aluminum and vinyl impact windows and doors.

•In April 2024, we completed the acquisition of Harvey Building Products Corp. (“Harvey”), a manufacturer of high performing windows and doors which include the brands Harvey, Softlite and Thermo-Tech.

•In July 2024, we completed the acquisition of Mueller Supply Company, Inc. (“Mueller”), a leading manufacturer of residential metal roofing and components in steel buildings.

The impact of acquisitions and divestitures, when presented, is quantified as the portion of the preceding twelve months post- or pre-transaction where no comparable period is available.

Goodwill, Intangible Asset and Property, Plant and Equipment Impairment

Our 2024 results reflect goodwill impairment losses of $866.1 million, consisting of $382.8 million in the third quarter and $483.3 million in the fourth quarter. In the second half of 2024, we assessed the changes in circumstances that occurred during the period to determine if it was more likely than not that the fair values of any reporting units were below their carrying amounts. While there was no single determinative event or factor, the consideration in totality of several factors, including, among others: (i) the recessionary impacts on residential and commercial markets; (ii) elevated interest rates and home affordability concerns, (iii) the potential for new or modified tariffs on steel and aluminum, and (iv) the decline in home equity borrowings is anticipated to have a considerable effect on the repair and remodel market, led us to conclude the impairment tests were necessary.

Additionally, the Company recognized an impairment loss of $68.7 million related to long-lived assets in its Surface Solutions–U.S. Stone asset group that was allocated to intangible assets of $32.7 million, property, plant and equipment of $24.2 million, and lease right-of-use assets of $11.8 million.

See Critical Accounting Estimates within this item and Note 5, Property, Plant and Equipment, Net, Note 6, Goodwill and Intangible Assets and Note 8, Leases in Item 8, Financial Statements and Supplementary Data, to the consolidated financial statements for additional information.

Financial Measures

Seasonality

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Results of Operations

This section of the Form 10-K includes a comparison of 2024 to 2023. A similar discussion and analysis that compares 2023 to 2022 may be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of Cornerstone Building Brands’ Annual Report on Form 10-K for the year ended December 31, 2023.

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


	Year Ended
(Amounts in thousands)	December 31, 2024			December 31, 2023
Net sales	$	5,297,529		$	5,402,434
Gross profit	1,096,673			1,204,992
% of net sales	20.7		%	22.3		%
Selling, general and administrative expenses	1,014,733			954,718
% of net sales	19.2		%	17.7		%
Impairment of goodwill, intangible assets and property, plant and equipment	934,729			—
Loss on divestiture	—			10,080
Income (loss) from operations	(852,789)			240,194
% of net sales	(16.1)		%	4.4		%
Interest expense	(450,188)			(380,706)
Foreign exchange gain (loss)	(14,136)			6,768
Loss on extinguishment of debt	—			(184)
Other income, net	5,694			15,013
Loss before income taxes	(1,311,419)			(118,915)
Income tax benefit	(122,009)			(43,390)
Net loss	$	(1,189,410)		$	(75,525)
Non-GAAP financial measure – Adjusted EBITDA*	$	584,522		$	745,413
% of net sales	11.0		%	13.8		%
* Refer to Non-GAAP Financial Measures for further discussion.

Net sales for 2024 decreased $104.9 million, or 1.9%, compared to 2023, mainly due to lower volume across all reportable segments, partially offset by the strategic acquisitions of MAC Metal in August 2023, EAS in December 2023, Harvey in April 2024 and Mueller in July 2024.

Gross profit as a percentage of net sales was 20.7% for 2024 compared to 22.3% for 2023, primarily due to higher material costs, principally at Shelters Solutions, higher labor costs, and unfavorable price over inflation, partially offset by manufacturing net efficiencies and lower depreciation and amortization expense.

Selling, general and administrative expenses increased $60.0 million, or 6.3%, for 2024 compared to 2023, mainly due to the impact of acquisitions, partially offset by favorable non-labor spending.

Impairment of goodwill, intangible assets and property, plant and equipment consists of impairment charges for goodwill of $866.1 million, for intangibles of $32.7 million, property plant and equipment of $24.2 million and right of use assets of $11.8 million recorded during 2024. No goodwill or intangibles impairment charges were recorded during 2023.

Loss on divestiture consists of a gain recognized to finalize working capital in connection with the strategic divestiture of our coil coatings business of $10.1 million during 2023.

Interest expense increased by $69.5 million, or 18.3%, for 2024 compared to 2023. The following table sets forth the components of interest expense:

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	Year Ended
(Amounts in thousands)	December 31, 2024		December 31, 2023
Interest on outstanding borrowings	$	398,690	$	333,950
Cash impact of interest rate swaps	(49,349)		(44,957)
Amortization of interest rate swap fair value(1)	12,112		11,980
Amortization of debt discount, debt issuance costs and purchase accounting fair value adjustment(1)	88,692		79,836
Other	43		(103)
Total interest expense	$	450,188	$	380,706
* Refer to Non-GAAP Financial Measures for further discussion.

(1) The fair value adjustments were made in connection with the Merger transaction in July 2022, under which investment funds managed by Clayton, Dubilier and Rice (“CD&R”) became indirect owners of all the issued and outstanding shares of Cornerstone Building Brands (the “Merger”).

Interest on outstanding borrowings increased due to higher interest on borrowings used to finance the Harvey and Mueller acquisitions during 2024.

Foreign exchange gain (loss) for the years 2024 and 2023 are attributable to foreign exchange rate changes on intercompany loans based in Canadian currency.

Loss on extinguishment of debt includes a loss totaling $0.2 million for 2023, which resulted from the repurchase of our 6.125% Senior Notes due January 2029 (“the 6.125% Senior Notes”).

Other income, net for 2024 decreased $9.3 million compared to 2023 primarily due to a decrease in interest income earned on money market funds. The Company exited the money market investment funds at the end of 2023.

Income tax benefit effective tax rate was 9.3% in 2024 and 36.5% in 2023. The change was mainly due to pre-tax book losses resulting from impairment charges to deductible and non-deductible goodwill and intangible assets during 2024 and additional book amortization and depreciation related to the Merger transaction. Also, during 2023, there was an impact to the state income tax due to internal restructuring.

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Reportable Segment Results of Operations

The following table sets forth the results of operations for our reportable segments:


	Year Ended
(Amounts in thousands)	December 31, 2024		December 31, 2023
Net sales
Aperture Solutions	$	2,506,408	$	2,477,731
Surface Solutions	1,260,848		1,270,906
Shelter Solutions	1,536,431		1,661,391
Eliminations	(6,158)		(7,594)
Total net sales	$	5,297,529	$	5,402,434

Net sales, third party customers
Aperture Solutions	$	2,505,748	$	2,476,870
Surface Solutions	1,255,350		1,264,173
Shelter Solutions	1,536,431		1,661,391
Total net sales, third party customers	$	5,297,529	$	5,402,434

Adjusted segment EBITDA*
Aperture Solutions	$	297,250	$	336,095
Surface Solutions	242,211		224,561
Shelter Solutions	178,765		322,874
Corporate and Other	(1,169,358)		(230,739)
Depreciation and amortization	(401,657)		(412,597)
Income (loss) from operations	$	(852,789)	$	240,194
* Refer to Non-GAAP Financial Measures for further discussion.

Aperture Solutions

The following table sets forth the results of operations for the Aperture Solutions reportable segment:


	Year Ended
(Amounts in thousands)	December 31, 2024			December 31, 2023
Net sales	$	2,506,408		$	2,477,731
Net sales, third party customers	$	2,505,748		$	2,476,870
Adjusted reportable segment EBITDA*	$	297,250		$	336,095
% of net sales	11.9		%	13.6		%
Depreciation and amortization	$	178,486		$	179,611
* Refer to Non-GAAP Financial Measures for further discussion.

Net sales for 2024 increased $28.7 million, or 1.2%, compared to 2023 mainly driven by the strategic acquisition of EAS in December 2023 and Harvey in April 2024, partially offset by lower volumes.

Adjusted reportable segment EBITDA for the 2024 decreased $38.8 million compared to 2023 mainly driven by lower volumes and an unfavorable price and product mix net of inflation, partially offset by the strategic acquisition of EAS in December 2023 and Harvey in April 2024.

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Surface Solutions

The following table sets forth the results of operations for the Surface Solutions reportable segment:


	Year Ended
(Amounts in thousands)	December 31, 2024			December 31, 2023
Net sales	$	1,260,848		$	1,270,906
Net sales, third party customers	$	1,255,350		$	1,264,173
Adjusted reportable segment EBITDA*	$	242,211		$	224,561
% of net sales	19.2		%	17.7		%
Depreciation and amortization	$	103,214		$	88,597
* Refer to Non-GAAP Financial Measures for further discussion.

Net sales for 2024 decreased $10.1 million, or 0.8%, compared to 2023 mainly driven by lower volumes, partially offset by favorable price and product mix.

Adjusted reportable segment EBITDA for 2024 increased $17.7 million, compared to 2023 mainly due to net manufacturing efficiencies, favorable price and product mix, partially offset by lower volumes.

Shelter Solutions

The following table sets forth the continuing results of operations for the Shelter Solutions reportable segment:


	Year Ended
(Amounts in thousands)	December 31, 2024			December 31, 2023
Net sales	$	1,536,431		$	1,661,391
Net sales, third party customers	$	1,536,431		$	1,661,391
Adjusted reportable segment EBITDA*	$	178,765		$	322,874
% of net sales	11.6		%	19.4		%
Depreciation and amortization	$	116,222		$	139,481
* Refer to Non-GAAP Financial Measures for further discussion.

Net sales for 2024 decreased $125.0 million, or 7.5%, compared to 2023 mainly driven by lower volumes and unfavorable product and price mix, partially offset by the acquisition of Mueller in July 2024. Lower average selling prices have negatively impacted net sales and margins on weaker market conditions.

Adjusted reportable segment EBITDA for 2024 decreased $144.1 million, compared to 2023 mainly due to higher material costs, lower volumes, unfavorable product and price mix net of inflation partially offset by manufacturing net efficiencies and the acquisition of Mueller in July 2024.

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Corporate and Other

The following table sets forth Corporate and Other:


	Year Ended
(Amounts in thousands)	December 31, 2024		December 31, 2023
Corporate costs	$	133,704	$	138,117
Impairment of goodwill, intangible assets and property, plant and equipment	934,729		—
Strategic development and acquisition related costs(1)	26,399		25,042
Acquired inventory step-up amortization(2)	17,071		—
Loss on divestiture(3)	—		10,080
Legal settlements, fees and litigation related expenses(4)	15,766		1,241
Long-term incentive plan compensation(5)	18,648		24,855
Facility closure charges and employee separation(6)	9,339		23,068
Change in fair value of contingent consideration(7)	5,489		—
Other	8,213		8,336
Total Corporate and Other	$	1,169,358	$	230,739
* Refer to Non-GAAP Financial Measures for further discussion.

(1)Costs related to strategic information initiatives, acquisitions and merger activity.

(2)Amortization of adjustment to fair-value inventory in business combination.

(3)Loss on final working capital in connection with the strategic divestiture of our coil coatings business.

(4)Charges related to legal fees and settlements.

(5)Represents charges related to the Company’s equity-based compensation plans.

(6)Charges primarily related to optimizing the Company’s manufacturing footprint and certain employee separation costs.

(7)Fair value adjustment related to contingent consideration on the MAC Metal acquisition.

Corporate costs for 2024 decreased $4.4 million mainly due to lower employee compensation-related expenses.

Depreciation and Amortization


	Year Ended
(Amounts in thousands)	December 31, 2024		December 31, 2023
Depreciation:
Cost of sales	$	163,193	$	192,130
Selling, general and administrative expenses	33,854		49,160
Total depreciation	197,047		241,290
Amortization - Selling, general and administrative expenses	204,610		171,307
Total depreciation and amortization	$	401,657	$	412,597
* Refer to Non-GAAP Financial Measures for further discussion.

Depreciation and amortization decreased by $10.9 million for 2024, mainly due to the Company recording a cumulative catch-up adjustment during the prior year as a result of the change in fair value of the underlying assets as of the date of the Merger. These changes included shortened useful lives and a higher depreciable base. The catch-up entries in 2023 are partially offset by the acquisitions of EAS and MAC Metal in 2023 and Harvey and Mueller in 2024. Intangible amortization increased principally due to higher acquisition-related amortization.

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Non-GAAP Financial Measures

We use several measures derived from consolidated financial information, but not presented in our Consolidated Financial Statements prepared in accordance with accounting principles generally accepted in the U.S (“U.S. GAAP”). These measures are considered non-GAAP financial measures. Specifically, in this report, we refer to adjusted EBITDA, which is a non-GAAP financial measure. Our non-GAAP financial measure is not intended to replace the presentation of the comparable measure under U.S. GAAP. However, we believe the presentation of the non-GAAP financial measure, when considered together with the comparable U.S. GAAP financial measure, along with a reconciliation to its respective U.S. GAAP financial measure, assists investors in understanding the factors and trends affecting our underlying business that could not be obtained absent these disclosures. Additionally, we believe that the presentation of our non-GAAP financial measure enables investors to evaluate trends in the business excluding certain items which are not entirely a result of our base operations.

Furthermore, the presentation of this non-GAAP financial measure supplements other metrics we use to internally evaluate our business and facilitates the comparison of past and present operations. The non-GAAP financial measure we use may differ from non-GAAP financial measures used by other companies, and other companies may not define non-GAAP financial measures we use in the same way.

Reconciliation of Net (Loss) Income to Adjusted EBITDA

The following table presents the reconciliation of net (loss) income to Adjusted EBITDA:


	Year Ended
(Amounts in thousands)	December 31, 2024		December 31, 2023
Net loss	$	(1,189,410)	$	(75,525)
Interest expense	450,188		380,706
Foreign exchange gain (loss)	14,136		(6,768)
Loss on extinguishment of debt	—		184
Other income, net	(5,694)		(15,013)
Income tax benefit	(122,009)		(43,390)
Income (loss) from operations	(852,789)		240,194
Depreciation and amortization	401,657		412,597
Impairment of goodwill, intangible assets and property, plant and equipment	934,729		—
Strategic development and acquisition related costs(1)	26,399		25,042
Acquired inventory step-up amortization(2)	17,071		—
Loss on divestiture(3)	—		10,080
Legal settlements, fees and litigation related expenses(4)	15,766		1,241
Long-term incentive plan compensation(5)	18,648		24,855
Facility closure charges and employee separation(6)	9,339		23,068
Change in fair value of contingent consideration(7)	5,489		—
Other	8,213		8,336
Adjusted EBITDA	$	584,522	$	745,413

*Refer to Non-GAAP Financial Measures for further discussion.

(1)Costs related to strategic information initiatives, acquisitions and merger activity.

(2)Amortization of adjustment to fair-value inventory in business combination.

(3)Loss on final working capital in connection with the strategic divestiture of our coil coatings business.

(4)Charges related to legal fees and settlements.

(5)Represents charges related to the Company’s equity-based compensation plans.

(6)Charges primarily related to optimizing the Company’s manufacturing footprint and certain employee separation costs.

(7)Fair value adjustment related to contingent consideration on the MAC Metal acquisition.

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Liquidity and Capital Resources

Our main liquidity and capital resource needs are payments to service our debt, ongoing operations and working capital requirements, capital expenditures and the cost of acquisitions. Our primary source of liquidity is cash generated from our continuing operations, as well as borrowings under our credit facilities. We believe that funds provided by these sources will be adequate to meet our liquidity and capital resource needs for at least the next 12 months under current operating conditions.

We may from time to time take steps to reduce our debt. These actions may include repurchases or opportunistic refinancing of debt. The amount of debt, if any, that may be repurchased or refinanced 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 such debt, and we would continue to reflect the debt as outstanding in our consolidated balance sheets.

The following table sets forth our total net liquidity position as of December 31, 2024:


(Amounts in thousands)	Amount
Cash and cash equivalents	$	159,529
Revolving credit facilities:
Asset-based lending facility(1)	850,000
Cash flow revolving facility	92,000
First-in-last-out tranche asset-based lending facility(1)	95,000
Total revolving credit facilities	1,037,000
Less:
Debt issued under the facilities	95,000
Letters of credit outstanding and priority payables(2)	51,374
Net credit facility	890,626
Net liquidity	$	1,050,155

(1) Borrowing availability under the ABL Facilities is determined based on specified percentages of the value of eligible inventory, accounts receivable, less certain allowances and subject to certain other adjustments as set forth in the ABL Credit Agreement. Availability is also reduced by issuance of letters of credit.

(2) As of December 31, 2024, we had standby letters of credit serving as a collateral for insurance carriers in the amount of $42.5 million.

During the first quarter of 2025, the Company borrowed $170.0 million on the ABL Facility.

Cash Flows


	Year Ended
(Amounts in thousands)	December 31, 2024		December 31, 2023
Cash flows from operating activities	$	15,758	$	400,184
Cash flows from investing activities	$	(1,134,467)	$	(421,869)
Cash flows from financing activities	$	814,777	$	(62,885)
* Refer to Non-GAAP Financial Measures for further discussion.

Net Cash from Operating Activities

Net cash provided by operating activities consists mainly of: (i) cash collections on credit sales to our customers, (ii) purchases of commodity based raw materials, (iii) labor and other employee-related expenditures, (iv) other non-labor costs, such as, among other items, supplies, insurance, advertising and marketing costs, (v) interest paid on our long-term debt and (vi) payments for income taxes.

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During 2024, the Company generated cash flow from operations of $15.8 million, a decrease from the $400.2 million provided by operations in the prior year. The decrease is due to lower results from operations, higher cash-based interest, higher income taxes paid and unfavorable working capital.

Net Cash from Investing Activities

Our main uses of cash for investing activities are for payments for property and equipment and acquisitions of businesses.

Net cash from investing activities was $1,134.5 million during 2024 compared to $421.9 million used in investing activities during 2023. Net cash from investing activities during 2024 is mainly driven by higher capital expenditures and the acquisitions of Harvey and Mueller in 2024.

Net Cash from Financing Activities

Our main uses of cash for financing activities include activity to repurchase and make payments on our long-term debt and distributions to our direct parent Camelot Return Intermediate Holdings, LLC, (“Camelot Parent”). Our main sources of cash from financing activities include the proceeds from issuances of debt.

Net cash provided by financing activities was $814.8 million during 2024 compared to $62.9 million used in financing activities during 2023. The $877.7 million increase is mainly driven by $1,335 million in additional short-term borrowings and $500.0 million in long-term borrowings through amendments to our ABL Credit Agreement and term loan facility and the issuance of the 9.500% Senior Secured Notes during 2024. The increase is partially offset by the dividend payment of $231.6 million made to Camelot Parent and $1,239.9 million in repayments of short-term borrowings.

Contractual and Off Balance Sheet Obligations

We have leases for certain manufacturing, warehouse, distribution locations, offices, vehicles and equipment. Our property leases generally contain renewal and escalation clauses and other concessions. These provisions are considered in our calculation of our minimum lease payments that are recognized as expense on a straight-line basis over the applicable lease term. Any lease payments that are based upon an existing index or rate are included in our minimum lease payment calculations. As of December 31, 2024, the Company had total future lease payments of $690.3 million, with $121.5 million payable within 12 months. See Note 8 — Leases in the Notes to the Consolidated Financial Statements for additional information. We have certain long-term debt instruments outstanding. As of December 31, 2024, the Company had total future payments of $4.8 billion, with $34.0 million payable within 12 months. See Note 9 — Debt in the Notes to the Consolidated Financial Statements for additional information.

Critical Accounting Policies and Estimates

Our significant accounting policies are described in Note 2, Significant Accounting Policies, to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. The Consolidated Financial Statements are prepared in conformity with U.S GAAP. Preparation of the financial statements requires us to make judgments, estimates and assumptions that affect the amounts of assets and liabilities reflected in the financial statements and net sales and expenses reported for the relevant reporting periods. We believe the policies discussed below are the Company’s critical accounting policies as they include the more significant, subjective and complex judgments and estimates made when preparing our consolidated financial statements. While our estimates are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions.

Accounting for Business Combinations

Accounting for the acquisition of a business requires the allocation of the purchase price to the various assets and liabilities of the acquired business. For most assets and liabilities, purchase price allocation is accomplished by recording the asset or liability at its estimated fair value. The most difficult estimations of individual fair values are those involving property, plant and equipment and identifiable intangible assets. We must also refine these estimates over a one-year measurement period, to reflect any new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date.

These fair market value assessments require judgments and estimates that can be affected by various factors over time, which may cause final amounts to be materially adjusted from original estimates in subsequent periods. The significant judgments include (i) the estimation of future cash flows, which are dependent on forecasts, (ii) the estimation of a long-term rate of growth, (iii) the estimation of the useful life of the assets, and (iv) the determination of a risk-adjusted weighted average cost of capital. When appropriate, our estimates of the acquired fair values include assistance from an independent third-party.

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Inventories, long-lived assets (primarily property, plant and equipment), goodwill, and intangible assets generally represent the largest components of our acquisitions. In addition, we also acquire other categories of assets and liabilities which can include, but are not limited to, accounts receivable, accounts payable and other working capital. Due to their short-term nature, the fair values of these assets and liabilities generally approximate the carrying values reflected on the acquired balance sheet. However, when appropriate, we adjust these carrying values for factors such as collectability, existence, and consistency with Company accounting policies. We record the excess of consideration transferred over the fair value of the identifiable net assets acquired as goodwill.

During current year, the Company acquired Harvey in April and Mueller in July. Refer to Note 3, Mergers, Acquisitions and Divestitures to our Consolidated Financial Statements for additional details.

Impairment of Goodwill

We have six reporting units defined as “Aperture Solutions–U.S.,” “Aperture Solutions–Canada,” “Surface Solutions–U.S. Siding,” “Surface Solutions–Canada,” “Stone Solutions” and “Shelter Solutions.” Aperture Solutions–U.S. and Aperture Solutions–Canada reporting units are part of the Aperture Solutions reportable segment. Surface Solutions–U.S. Siding, Surface Solutions–Canada and Surface Solutions–U.S. Stone are part of the Surface Solutions reportable segment. The goodwill balance comprises five reporting units, which had an aggregate carrying amount of $1,105.7 million as of December 31, 2024. There was no goodwill remaining at the Surface Solutions–U.S. Stone reporting unit. An annual assessment of the reporting units for impairment is conducted as of the first day of November. Additionally, more frequent evaluations are undertaken if events or circumstances suggest that the fair value of a reporting unit is likely to be less than its carrying amount. Such events and circumstances may encompass sustained increases in competition, unexpected losses in market share, input costs surpassing projections, disposals of significant components of the business, unforeseen business disruptions (such as those caused by natural disasters or the loss of a customer, supplier, or other significant business relationships), unexpected significant declines in operating results, or substantial adverse changes in the markets in which the entity operates.

The Company determined that an interim goodwill impairment test was necessary in the third quarter of 2024. While there was no single determinative event or factor, the consideration in totality of several factors, including, among others: (i) the recessionary impacts on residential and commercial markets; (ii) elevated interest rates and home affordability concerns, (iii) the potential for new or modified tariffs on steel and aluminum, and (iv) the decline in home equity borrowings is anticipated to have a considerable effect on the repair and remodel market, led us to conclude that it was more likely than not that the fair values of three of our five reporting units were below their carrying amounts. Additionally, the Company completed its annual goodwill impairment test in the fourth quarter of 2024.

The impairment test for reporting units involves comparing the estimated fair value of each reporting unit with its carrying amount. Should the carrying amount of a reporting unit exceed its estimated fair value, an impairment loss is recorded. This loss is determined based on the difference between the fair value and the carrying amount of the reporting units, not to exceed the associated carrying amount of goodwill.

As detailed in Note 6, Goodwill and Intangible Assets, in Item 8, Financial Statements and Supplementary Data, we recorded impairment losses totaling $898.7 million for the year ended December 31, 2024 at our Aperture Solutions–U.S., Surface Solutions–U.S. Siding, and our Shelter Solutions reporting units. These reporting units that were impaired in 2024 were written down to their respective fair values resulting in zero excess fair value over carrying amount as of their latest 2024 impairment testing dates. Accordingly, these and other individual reporting units that have 20% or less excess fair value over carrying amount as of their latest testing date have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future. Reporting units with a heightened risk of future impairments had an aggregate goodwill carrying amount of $987.5 million at December 31, 2024. Of the $987.5 million with a heightened risk of future impairments, $371.0 million is attributable to Aperture Solutions–U.S. with 0% excess fair value over carrying amount. If any assumptions, estimates, or market factors change in the future, these amounts are also susceptible to impairments.

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. The discounted cash flow method under the income approach is generally employed to estimate the fair value of the reporting units. Additionally, the guideline public company method and the guideline transaction method are utilized under the market approach. Significant assumptions inherent in estimating fair values include the projected future annual net cash flows for each reporting unit, encompassing net sales, cost of sales, selling, general and administrative expenses, depreciation and amortization, working capital, and capital expenditures. Other critical assumptions involve income tax rates, long-term growth rates, and a discount rate that appropriately reflects the risks inherent in each future cash flow stream.

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The assumptions utilized in financial forecasts are selected based on historical data, supplemented by current and anticipated market conditions, estimated growth rates, management’s strategic plans, and guideline companies.

The discount rates and long-term growth rates employed to estimate the fair values of the reporting units, which had an excess fair value of 20% or less over the carrying amount, along with the sensitivity to changes in the underlying assumptions as of the most recent 2024 impairment testing date for each reporting unit, are detailed as follows (in millions):


					Impact to Fair Value Under the Discounted Cash Flow Method
					50-Basis Point Change						25-Basis Point Change
	Carrying Amount		Discount Rate		Increase		Decrease		Long-Term Growth Rate		Increase		Decrease
Reporting Units(1)	$	1,022.0	12.5	%	$	(97.2)	$	106.9	2.00	%	$	52.1	$	(49.7)

(1) A reduction in fair value would not necessarily cause an impairment in all cases, but due to the low or zero excess fair value over carrying amount for these reporting units, it is reasonably possible that a reduction in fair value would lead to an impairment.

Assumptions utilized in impairment testing are determined at a specific point in time and necessitate considerable judgment; consequently, they are subject to modification based on the prevailing facts and circumstances at each annual and interim impairment test date. Furthermore, these assumptions are typically interdependent and do not change in isolation. Nevertheless, given the reasonable possibility that changes in assumptions may transpire, as a sensitivity measure, the estimated effects of isolated changes in discount rates and long-term growth rates for reporting units with 20% or less excess fair value over the carrying amount have been presented. If current expectations of future growth rates and margins are not met, if market factors outside of our control, such as discount rates, change, or if management’s expectations or plans otherwise change, including as a result of the development of our five-year operating plan, then one or more of our reporting units might become impaired in the future.

Impairment of Long-Lived Assets

We review the carrying value of our long-lived assets, including finite-lived intangibles, property, plant, and equipment, and right-of-use assets, for potential impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The policy ensures that our financial statements reflect the accurate value of our assets and comply with relevant accounting standards. Indicators of impairment may include, but are not limited to:

•Significant underperformance relative to historical or projected future operating results.

•Significant changes in the manner of use of the assets or the strategy for the overall business.

•Significant negative industry or economic trends.

•Significant decline in the market value of the asset.

•Legal factors, including changes in regulations affecting the asset.

We define our asset groups at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets. Given the importance of the brands, customer relationships, executive and functional management and integrated support services, the Company has defined its asset groups are consistent with our reporting units, which include: Aperture Solutions–U.S., Surface Solutions–U.S. Siding, Surface Solutions–U.S. Stone, Shelter Solutions, Aperture Solutions–Canada, and Surface Solutions–Canada.

When an indicator of impairment is identified, we perform a recoverability test by comparing the carrying amount of the asset or asset group to the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset. If the carrying amount exceeds the undiscounted cash flows, an impairment loss is recognized. The impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value, determined based on the asset’s market value, if an active market exists, or future. The impairment loss is recognized in the income statement.

Fair value is determined based on the asset's market value, if an active market exists, or we use future undiscounted cash flows over the asset’s useful life to determine if an asset is impaired. The discount rate is adjusted to reflect risks specific to the asset and the time value of money. The Company believes it uses reasonable and supportable assumptions for future cash flows, including assumptions related to the discount rate.

The Company completed an assessment of its long-lived assets for impairment given: (i) the completion of the Company’s third and fourth quarter results, which were below management’s expectations due to several factors such as lower than expected volumes, and (ii) the development and approval of our 2025 annual operating plan in December 2024. As a result of

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this assessment, the Company recognized an impairment loss of $68.7 million related to long-lived assets in its Surface Solutions–U.S. Stone reporting unit. The impairment is included in the Impairment of goodwill, intangible assets and property, plant and equipment line item in the Consolidated Statements of Income (Loss) for 2024 and was allocated to intangible assets of $32.7 million, property, plant and equipment of $24.2 million, and lease right-of-use assets of $11.8 million.

The impaired assets' revised carrying amounts will be depreciated over their remaining useful lives. The Company will continue to monitor the recoverability of its long-lived assets for its other assets groups and will perform additional impairment tests if events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.

The Company assumptions utilized in the impairment testing are determined at a specific point in time and necessitate considerable judgment; consequently, they are subject to modification based on the prevailing facts and circumstances at each balance sheet date. Furthermore, these assumptions are typically interdependent and do not change in isolation.

Product Warranties

The Company sells a number of products and offers a number of warranties. The specific terms and conditions of these warranties vary depending on the product sold. As of December 31, 2024, the Company’s product warranty liability was $188.3 million, with most of the liability recognized in our Aperture Solutions and Surface Solutions reportable segments. 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. Transferable warranties 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. The Company assesses the adequacy of the recorded warranty claims and adjusts the amounts as necessary.

Income Taxes

The determination of our provision for income taxes requires significant judgment, the use of estimates and the interpretation and application of complex tax laws. The amount recorded in our Consolidated Financial Statements reflects estimates of final amounts due to timing of completion and filing of actual income tax returns. Estimates are required with respect to, among other things, the potential utilization of operating and capital loss carry-forwards for federal, state, and foreign income tax purposes and valuation allowances required, if any, for tax assets that may not be realized in the future. We recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the Consolidated Financial Statements from such a position are measured based on the largest benefit that is more-likely-than-not to be realized upon ultimate settlement. We establish allowances when, despite our belief that our tax return positions are fully supportable, certain positions could be challenged, and the positions may not be fully sustained. Our provision for income taxes reflects a combination of income earned and taxed in the various U.S. federal and state, Canadian federal and provincial and other jurisdictions. Jurisdictional tax law changes, increases or decreases in permanent differences between book and tax items, accruals or adjustments of accruals for tax contingencies or valuation allowances, and the change in the mix of earnings from these taxing jurisdictions all affect the overall effective tax rate.

As of December 31, 2024, the $19.8 million net operating loss carryforward included $10.8 million for U.S federal losses and $9.0 million for U.S. state losses. The state net operating loss carryforwards began to expire in 2024, if unused, and the federal and foreign loss carryforwards will begin to expire in 2030, if unused. There are limitations on the utilization of certain net operating losses.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Commodity Prices

The raw materials used in each of our reportable segments are mainly commodities. Specifically, we use PVC resin, glass and aluminum in our residential products and steel in our commercial products. Prices of these commodities can be influenced by numerous factors including, but not limited to, 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. 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. Raw materials are generally available from numerous sources, and the number of suppliers is adequate to support production.

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 market for our products may or may not accept price increases and, as such, there is no assurance that we can maintain margins in an environment of rising commodity prices. See Item 1A- Risk Factors - Price volatility and supply constraints for raw materials could prevent us from meeting delivery schedules to our customers or reduce our profit margins.

Interest Rates

We are subject to market risk exposure related to changes in interest rates on our revolving credit facilities and term loans facilities. The following table sets forth the annual impact of a quarter point increase or decrease in interest rates on these facilities assuming the revolving credit facilities are fully drawn:


(Amounts in thousands)	December 31, 2024		One-quarter Percent Impact on Interest Rates
Revolving credit facilities balances assuming they are fully drawn:
Asset-based lending facility	$	850,000	$	2,125
Cash flow revolving facility	92,000		230
First-in-last-out tranche asset-based lending facility	95,000		238
Term loan facilities outstanding balances:
Term loan facility, due April 2028	2,502,500		6,256
Term loan facility, due August 2028	294,000		735
Term loan facility, due May 2031	498,750		1,247
Total	$	4,332,250	$	10,831

In April 2023, 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. See Note 9 — Debt in the Notes to the Consolidated Financial Statements for information on the material terms of our long-term debt and interest rate swaps.

Foreign Currency Exchange Rates

The functional currency for our Canadian operations is the Canadian dollar (“CAD”). Translation adjustments resulting from translating the functional currency financial statements into U.S. dollar (“USD”) equivalents are reported separately in accumulated other comprehensive (loss) income on the Consolidated Statements of Equity. The net foreign exchange gain (loss) included in net income (loss) in the Consolidated Statements of Income (Loss) was a loss of $14.1 million for 2024 and a gain of $6.8 million for 2023. Net foreign exchange translation loss included in the Consolidated Statements of Comprehensive Income (Loss) were a loss of $15.5 million for 2024 and a loss of $2.8 million for 2023.

We have entered into foreign currency forward contracts with a financial institution to hedge primarily inventory purchases in Canada, which are not material.

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Item 8. Financial Statements and Supplementary Data.

INDEX TO FINANCIAL STATEMENTS



Report of Independent Registered Public Accounting Firm (PCAOB ID Number 34)			42
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248)			44
Financial Statements:
Consolidated Statements of Income (Loss)			45
Consolidated Statements of Comprehensive Income (Loss)			46
Consolidated Balance Sheets			47
Consolidated Statements of Equity			48
Consolidated Statements of Cash Flows			49
Notes to the Consolidated Financial Statements			50

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholder and the Board of Directors of Cornerstone Building Brands, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Cornerstone Building Brands, Inc. and subsidiaries (the “Company”) as of December 31, 2024, the related consolidated statements of (loss) income, comprehensive (loss) income, equity, and cash flows, for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 14, 2025, expressed an adverse opinion on the Company’s internal control over financial reporting because of a material weakness.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Valuation — Refer to Notes 2 and 6 to the financial statements

Critical Audit Matter Description

The Company evaluates goodwill for impairment at least annually in the fourth quarter or whenever events occur, or circumstances indicate, that it is more likely than not that the fair value of a reporting unit is below its carrying value. The Company determines the fair value of each reporting unit using both the income and the market approach. The income approach requires management to make a number of business and valuation assumptions for each reporting unit, including assumptions of projected revenues and operating margins, as well as the selection of a discount rate. The market approach requires management to estimate fair value using marketplace fair value data derived from a comparable industry grouping of publicly traded companies and from pricing multiples implied from sales of companies similar to the Company’s reporting units (“market multiples”).

We identified the valuation of goodwill for the Aperture Solutions–U.S., Aperture Solutions–Canada, Surface Solutions–U.S. Siding, and Shelter Solutions reporting units as a critical audit matter because the determination of the reporting unit fair values was based on significant assumptions that are sensitive to changes and are dependent on expected future market and

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economic conditions. Auditing the assumptions used by management related to projected revenues and operating margins, as well as the selection of a discount rate required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s assumptions and valuation methodology included the following, among others:

•We tested the design and operating effectiveness of controls over management’s goodwill impairment evaluation, including controls over forecasts of future cash flows based on estimates of revenues, operating margins and the determination of a discount rate, as well as the determination of comparable market multiples.

•We evaluated the reasonableness of management’s forecasts of projected revenue and operating margins by comparing actual results to management’s historical forecasts, historical results and third-party industry and peer performance.

•With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodologies, the discount rates, and the industry pricing multiples by performing certain procedures, including:

–Evaluating whether the fair value models being used are appropriate considering the Company’s circumstances and valuation premise identified

–Developing an independent range using market inputs to assess the discount rate utilized

–Evaluating the market multiples by considering the selected comparable industry grouping of publicly traded companies

–Testing the underlying source information and mathematical accuracy of the calculations

/s/ Deloitte & Touche LLP

Raleigh, North Carolina

March 14, 2025

We have served as the Company’s auditor since 2024.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Cornerstone Building Brands, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Cornerstone Building Brands, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023 and 2022 (not presented herein), the related consolidated statements of (loss) income, comprehensive (loss) income, equity, and cash flows for the year ended December 31, 2023 (“Successor”), the periods from July 25, 2022 through December 31, 2022 (“Successor”), and January 1, 2022 through July 24, 2022 (“Predecessor”), and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 (“Successor”), and the results of its operations and its cash flows for the year ended December 31, 2023 (“Successor”), the periods from July 25, 2022 through December 31, 2022 (“Successor”), and January 1, 2022 through July 24, 2022 (“Predecessor”) in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor from 2018 to 2024.

Raleigh, North Carolina

February 23, 2024 (except for Note 18, as to which the date is March 14, 2025)

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CORNERSTONE BUILDING BRANDS, INC.

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(In thousands, except per share data)


					Year Ended December 31, 2022

	Successor						Predecessor
	Year Ended December 31, 2024		Year Ended December 31, 2023		July 25, 2022 through December 31, 2022		January 1, 2022 through July 24, 2022
Net sales	$	5,297,529	$	5,402,434	$	2,744,148	$	3,736,084
Cost of sales	4,200,856		4,197,442		2,232,049		2,929,699
Gross profit	1,096,673		1,204,992		512,099		806,385
Selling, general and administrative expenses	1,014,733		954,718		429,361		562,836
Impairment of goodwill, intangible assets and property, plant and equipment	934,729		—		—		—
Loss (gain) on divestiture	—		10,080		921		(401,413)
Gain on stockholder lawsuit settlement	—		—		—		(76,575)
Income (loss) from operations	(852,789)		240,194		81,817		721,537
Interest expense	(450,188)		(380,706)		(157,191)		(101,078)
Foreign exchange gain (loss)	(14,136)		6,768		(4,809)		686
Gain (loss) on extinguishment of debt	—		(184)		474		28,354
Other income, net	5,694		15,013		1,140		101
Income (loss) before income taxes	(1,311,419)		(118,915)		(78,569)		649,600
Income tax expense (benefit)	(122,009)		(43,390)		(15,073)		165,814
Net income (loss)	(1,189,410)		(75,525)		(63,496)		483,786
Net loss allocated to participating securities	—		—		—		(3,575)
Net income (loss) applicable to common shares	$	(1,189,410)	$	(75,525)	$	(63,496)	$	480,211

Income per common share:
Basic							$	3.77
Diluted							$	3.73

Weighted average number of common shares outstanding:
Basic							127,316
Diluted							128,894

See accompanying notes to consolidated financial statements.

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CORNERSTONE BUILDING BRANDS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)


					Year Ended December 31, 2022

	Successor						Predecessor
	Year Ended December 31, 2024		Year Ended Year Ended December 31, 2023		July 25, 2022 through December 31, 2022		January 1, 2022 through July 24, 2022
Net income (loss)	$	(1,189,410)	$	(75,525)	$	(63,496)	$	483,786
Other comprehensive income, net of tax:
Foreign exchange translation loss	(15,539)		(2,764)		(6,789)		(1,367)
Unrealized gain on derivative instruments, net of income tax of $3,100, $4,314, $(14,837), and $(16,432), respectively	27,085		18,615		41,786		62,462
Amount reclassified from Accumulated other comprehensive income into earnings	(37,237)		(32,977)		(824)		16,258
Unrecognized actuarial gains on pension obligation, net of income tax of $(17), $39, $58, and $—, respectively	560		484		336		—
Amortization and recognition of divested pension	—		—		—		(1,122)
Other comprehensive income (loss)	(25,131)		(16,642)		34,509		76,231
Comprehensive income (loss)	$	(1,214,541)	$	(92,167)	$	(28,987)	$	560,017

See accompanying notes to consolidated financial statements.

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CORNERSTONE BUILDING BRANDS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

	December 31, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	159,529	$	468,877
Accounts receivable, net	563,916		596,621
Inventories, net	610,177		496,839
Other current assets	158,603		73,987
Total current assets	1,492,225		1,636,324
Property, plant and equipment, net	1,127,037		889,103
Lease right-of-use assets	506,827		365,292
Goodwill	1,105,732		1,681,764
Intangible assets, net	2,387,905		2,286,068
Other assets, net	65,420		74,790
Total assets	$	6,685,146	$	6,933,341
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	34,000	$	29,000
Short-term borrowings	95,000		—
Current portion of lease liabilities	85,052		64,711
Accounts payable	252,004		255,227
Accrued income and other taxes	17,325		57,058
Employee-related liabilities	86,516		113,081
Rebates, warranties and other customer-related liabilities	147,280		151,990
Accrued interest	69,334		50,692
Other current liabilities	97,827		78,635
Total current liabilities	884,338		800,394
Long-term debt	4,421,528		3,382,550
Long-term lease liabilities	408,157		287,304
Deferred income tax liabilities	531,352		556,935
Other long-term liabilities	234,894		261,288
Total liabilities	6,480,269		5,288,471

Commitments and contingencies (Note 15)

Equity:
Common stock, $0.01 par value, 1,000 shares authorized, issued and outstanding at December 31, 2024 and 2023	—		—
Additional paid-in capital	1,540,572		1,766,024
Accumulated deficit	(1,328,431)		(139,021)
Accumulated other comprehensive income (loss)	(7,264)		17,867
Total equity	204,877		1,644,870
Total liabilities and equity	$	6,685,146	$	6,933,341

See accompanying notes to consolidated financial statements.

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CORNERSTONE BUILDING BRANDS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except share data)

	Common Stock			Additional Paid-In Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Total Equity
	Shares	Amount								Shares	Amount
December 31, 2021 (Predecessor)	126,992,107	$	1,270	$	1,279,931	$	(98,826)	$	(5,612)	(21,071)	$	(424)	$	1,176,339
Treasury stock purchases	—	—		—		—		—		(192,773)	(4,627)		(4,627)
Retirement of treasury shares	(192,773)	(2)		(4,625)		—		—		192,773	4,627		—
Issuance of restricted stock	611,178	6		(6)		—		—		—	—		—
Stock options exercised	133,529	1		1,420		—		—		—	—		1,421
Other comprehensive income	—	—		—		—		76,231		—	—		76,231
Deferred compensation obligation	—	—		(424)		—		—		21,071	424		—
Share-based compensation	—	—		17,099		—		—		—	—		17,099
Net income	—	—		—		483,786		—		—	—		483,786
July 24, 2022 (Predecessor)	127,544,041	$	1,275	$	1,293,395	$	384,960	$	70,619	—	$	—	$	1,750,249


Pushdown fair value adjustments	—	—		1,978,011		(384,960)		(70,619)		—	—		1,522,432
Payments to public stockholders	(65,413,135)	(654)		(1,611,780)		—		—		—	—		(1,612,434)
Recapitalization of outstanding common shares	(62,129,906)	(621)		621		—		—		—	—		—
Contributions from parent	—	—		95,194		—		—		—	—		95,194
July 25, 2022 (Successor)	1,000	$	—	$	1,755,441	$	—	$	—	—	$	—	$	1,755,441
Other comprehensive income	—	—		—		—		34,509		—	—		34,509
Share-based compensation	—	—		2,323		—		—		—	—		2,323
Other	—	—		168		—		—		—	—		168
Net loss	—	—		—		(63,496)		—		—	—		(63,496)
December 31, 2022 (Successor)	1,000	$	—	$	1,757,932	$	(63,496)	$	34,509	—	$	—	$	1,728,945
Other comprehensive loss	—	—		—		—		(16,642)		—	—		(16,642)
Share-based compensation	—	—		8,262		—		—		—	—		8,262
Other	—	—		(170)		—		—		—	—		(170)
Net loss	—	—		—		(75,525)		—		—	—		(75,525)
December 31, 2023 (Successor)	1,000	$	—	$	1,766,024	$	(139,021)	$	17,867	—	$	—	$	1,644,870
Other comprehensive loss	—	—		—		—		(25,131)		—	—		(25,131)
Share-based compensation	—	—		6,173		—		—		—	—		6,173
Dividend to Parent	—	—		(231,625)		—		—		—	—		(231,625)
Net loss	—	—		—		(1,189,410)		—		—	—		(1,189,410)
December 31, 2024 (Successor)	1,000	$	—	$	1,540,572	$	(1,328,431)	$	(7,264)	—	$	—	$	204,877

See accompanying notes to consolidated financial statements.

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CORNERSTONE BUILDING BRANDS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

					Year Ended December 31, 2022

	Successor						Predecessor
	Year Ended December 31, 2024		Year Ended December 31, 2023		July 25, 2022 through December 31, 2022		January 1, 2022 through July 24, 2022
Cash flows from operating activities:
Net income (loss)	$	(1,189,410)	$	(75,525)	$	(63,496)	$	483,786
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	401,657		412,597		130,153		166,177
Amortization of debt issuance costs, debt discount and fair values	100,804		91,816		38,997		19,952
Impairment of goodwill, intangible assets and property, plant and equipment	934,729		—		—		—
Share-based compensation expense	6,173		8,262		2,323		17,099
Non-cash lease expense	6,591		6,346		—		—
(Gain) loss on extinguishment of debt	—		184		(474)		(28,354)
Unrealized (gain) loss on foreign currency exchange rates	14,136		(2,200)		6,970		—
(Gain) loss on divestitures	—		10,080		921		(401,413)
(Gain) loss on sale of assets	419		328		398		(2,670)
Change in fair value of contingent consideration	5,489		—		—		—
Amortization of inventory and other fair value step-ups	17,071		—		66,400		1,238
Provision for credit losses	8,337		8,195		2,053		3,811
Deferred income taxes	(142,555)		(133,752)		(36,956)		(26,686)
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
Accounts receivable	49,238		73,476		128,564		(65,856)
Inventories	12,770		70,347		149,748		(12,956)
Income and other taxes	(73,643)		49,955		(166,316)		134,643
Other current assets	(35,203)		25,849		(9,920)		(4,717)
Accounts payable	(19,860)		(40,489)		(40,102)		44,446
Accrued expenses	(68,248)		(92,862)		7,813		1,757
Other, net	(12,737)		(12,423)		(38,029)		810
Net cash flows from operating activities	15,758		400,184		179,047		331,067
Cash flows from investing activities:
Acquisitions, net of cash acquired	(928,636)		(218,450)		—		4,252
Capital expenditures	(211,398)		(193,935)		(98,008)		(64,848)
Proceeds from divestitures, net of cash divested	—		(10,080)		—		510,883
Proceeds from sale of property, plant and equipment	5,567		596		12,370		6,070
Net cash flows from investing activities	(1,134,467)		(421,869)		(85,638)		456,357
Cash flows from financing activities:
Proceeds from short-term borrowings	1,334,949		—		—		—
Repayments of short-term borrowings	(1,239,949)		—		—		—
Proceeds from term loans	500,000		—		300,000		—
Payments on term loans	(30,250)		(29,000)		(13,000)		(13,000)
Payments to public stockholders	—		—		(1,612,434)		—
Proceeds from senior notes	500,000		—		710,000		—
Repurchases of senior notes	—		(33,885)		(23,180)		(70,560)
Payments of financing costs	(18,348)		—		(84,686)		—
Contributions from Parent, net	—		—		95,194		—
Dividend payment to Parent	(231,625)		—		—		—
Payments on derivative financing obligations	—		—		—		(7,321)
Other	—		—		165		(3,206)
Net cash from financing activities	814,777		(62,885)		(627,941)		(94,087)
Effect of exchange rate changes on cash and cash equivalents	(5,416)		(104)		304		(5)
Net increase (decrease) in cash and cash equivalents	(309,348)		(84,674)		(534,228)		693,332
Cash and cash equivalents at beginning of period	468,877		553,551		1,087,779		394,447
Cash and cash equivalents at end of period	$	159,529	$	468,877	$	553,551	$	1,087,779

See accompanying notes to consolidated financial statements.

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CORNERSTONE BUILDING BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data, unless otherwise noted)

Note 1 — Basis of Presentation

Description of Business

Cornerstone Building Brands, Inc. (“Cornerstone Building Brands” or, collectively with its subsidiaries, unless the context requires otherwise, the “Company”) is a holding company incorporated in the State of Delaware. The Company is a leading exterior building products manufacturer by sales in North America and serves residential and commercial customers across new construction and the repair and remodel end markets. The Company is organized in three reportable segments: Aperture Solutions, Surface Solutions and Shelter Solutions.

Organization and Ownership Structure

On July 25, 2022 and pursuant to an Agreement and Plan of Merger dated March 5, 2022 (the “Merger Agreement”) by and among the Company, Camelot Return Intermediate Holdings, LLC (“Camelot Parent”) and Camelot Return Merger Sub, Inc. (“Merger Sub”), investment funds managed by Clayton, Dubilier and Rice, LLC (“CD&R”) became the indirect owners of all the issued and outstanding shares of common stock of Cornerstone Building Brands. Pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a subsidiary of Camelot Parent (the “Surviving Corporation”). At the effective time of the Merger (the “Effective Time”), the Company became a privately held company and its shares were no longer traded on the New York Stock Exchange.

At the Effective Time, in accordance with the terms and conditions set forth in the Merger Agreement, each share of Company common stock outstanding immediately prior to the Effective Time of the Merger (other than (i) shares of Company common stock that were cancelled or converted into shares of common stock of the Surviving Corporation in accordance with the Merger Agreement and (ii) shares of Company common stock held by stockholders of the Company (other than CD&R, certain investment funds managed by CD&R and other affiliates of CD&R that held shares of Company common stock) who did not vote in favor of the Merger Agreement or the Merger and who had perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the General Corporation Law of the State of Delaware), was converted into the right to receive cash in an amount equal to $24.65 in cash per share, without interest and subject to any required withholding taxes.

On July 25, 2022, the Company amended its Certificate of Incorporation to authorize 1,000 shares of common stock, par value of $0.01. Each share of common stock will have one vote and all shares of common stock vote together as a single class.

Basis of Presentation

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The accompanying Consolidated Financial Statements include the accounts and operations of the Company and its majority-owned subsidiaries and all adjustments (consisting of normal recurring adjustments) that the Company considered necessary to present a fair statement of its results of operations, financial position and cash flows. All intercompany accounts and transactions have been eliminated in consolidation. Through application of pushdown accounting, the Company’s Consolidated Financial Statements are presented as Predecessor for periods prior to the Merger and Successor for subsequent periods. The years ended December 31, 2024 and December 31, 2023 and the period from July 25, 2022 through December 31, 2022, represent Successor periods and the period from January 1, 2022 through July 24, 2022, represent the Predecessor period. All references herein for the year “2024” represents the year ended December 31, 2024 and “2023” represent the year ended December 31, 2023. Certain items have been reclassified in the prior year disclosures to conform to the current year presentation.

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Note 2 — Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, net sales and expenses, and related disclosures of contingent assets and liabilities in the Consolidated Financial Statements and accompanying notes. These estimates include, but are not limited to: establishing the allowance for expected credit losses; allowance for slow-moving and obsolete inventory; the impairment of goodwill; establishing useful lives for and evaluating the recovery of our finite-life, long-lived assets; recognizing the fair value of assets acquired and liabilities assumed in business combinations; determining the fair value of contingent considerations, accounting for rebates and product warranties; the valuation and expensing for share-based compensation; certain assumptions made in accounting for pension benefits; accounting for contingencies and uncertainties and accounting for income taxes. Actual results may differ from the estimates used in preparing the Consolidated Financial Statements.

Cash, Cash Equivalents

Cash and cash equivalents mainly consist of highly liquid, unrestricted savings, checking, money market funds with maturities of less than three months and other bank accounts.

The following table sets forth the components of cash and cash equivalents:


	December 31, 2024		December 31, 2023
Cash	$	159,529	$	228,975
Money market funds (Level 1 securities)	—		239,902
Total cash and cash equivalents	$	159,529	$	468,877

Accounts Receivable, Net

The Company reports accounts receivable net of an allowance for expected credit losses. The Company’s allowance for expected credit losses was $26.3 million at December 31, 2024 and $9.6 million at December 31, 2023. The allowance was written off on July 25, 2022, in connection with the Merger and is presently being reestablished with an offset to gross receivables to accurately reflect the ongoing potential for future losses. The Company establishes provisions for expected credit losses based on the Company’s assessment of the collectability of amounts owed to the Company by its customers. Such allowances are included in selling, general and administrative expenses in the Company’s Consolidated Statements of Income (Loss). In establishing the allowance, 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 its customers. 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 or any legal action taken by the Company has concluded. The Company’s provision for expected credit losses was $8.3 million for 2024, $8.2 million for 2023, $2.1 million for the period from July 25, 2022 through December 31, 2022, and $3.8 million for the period from January 1, 2022 through July 24, 2022.

Inventories

Inventories are stated at the lower of cost or net realizable value less allowance for slow-moving and obsolete inventory using the first-in, first-out method. The Company reduces its inventory value for estimated slow-moving and obsolete inventory when evidence exists that the net realizable value of inventory is lower than its cost. The Company’s allowance for slow-moving and obsolete inventory was $34.3 million at December 31, 2024 and $0.4 million at December 31, 2023. The allowance was written off on July 25, 2022, in connection with the Merger and is presently being reestablished with an offset to gross inventory to accurately reflect the ongoing potential for future losses. The Company’s estimate is based upon multiple factors including, but not limited to: (i) historical write-offs and usage, (ii) sales of products at discounted or negative margins, (iii) discontinued products or designs, (iv) specific inventory quantities that are more than estimated future demand and (v) other market conditions. The Company’s provision for slow-moving and obsolete inventory was $10.4 million for 2024, $1.9 million for 2023, $3.8 million for the period from July 25, 2022 through December 31, 2022, and $7.2 million for the period from January 1, 2022 through July 24, 2022.

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Interest Rate Swaps

The Company’s use of derivative instruments, principally interest rate swaps, is limited to non-trading purposes and is designed to partially manage exposure to changes in interest rates. The Company’s contracts are hedges for transactions with notional amounts and periods consistent with the related exposures and do not constitute investments independent of these exposures.

The changes in the fair value (i.e., gains or losses) of a derivative instrument are recorded as either assets or liabilities in our Consolidated Balance Sheets with an offset to net income (loss) or other comprehensive income (loss) depending on whether, for accounting purposes, it has been designated and qualifies as an accounting hedge and, if so, on the type of hedging relationship. The criteria used to determine if hedge accounting treatment is appropriate are: (a) formal designation and documentation of the hedging relationship, the risk management objective and hedging strategy at hedge inception; (b) eligibility of hedged items, transactions and corresponding hedging instrument; and (c) effectiveness of the hedging relationship both at inception of the hedge and on an ongoing basis in achieving the hedging objectives. For those derivative instruments designated and qualifying as hedging instruments, the Company must designate the hedging instrument either as a fair value hedge or as a cash flow hedge. The Company designates its interest rate contracts for forecasted interest payments as cash flow hedges. The Company had no hedging instruments designated as fair value hedges.

For interest rate swaps designated and qualifying as cash flow hedges, the Company recognizes gains or losses as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Cash flows from hedging activities are classified as operating activities in the Consolidated Statement of Cash Flows.

Property, Plant and Equipment, Net

Property, plant and equipment is carried at cost. Depreciation is provided on a straight-line basis, over the estimated useful lives of the assets. Gains or losses resulting from dispositions are included in operating income. Betterments and renewals, which improve and extend the life of an asset, are capitalized; maintenance and repair costs are expensed as incurred. Assets held for use to be disposed of at a future date are depreciated over the remaining useful life. Assets to be sold are written down to fair value less costs to sell at the time the assets are being actively marketed for sale. Depreciation and amortization are recognized in cost of sales or selling, general and administrative expenses based on the nature and use of the underlying assets.

Intangible Assets, Net

Intangible assets acquired separately are measured initially at cost. The cost of intangible assets acquired in a business combination is their fair value at the acquisition date. After initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses.

The Company’s intangible assets have finite useful lives and are amortized on a straight-line basis over their estimated useful lives. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at each financial year-end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in the Company’s Consolidated Statement of (Loss) Income.

An intangible asset is derecognized on disposal or when no future economic benefits are expected from its use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognized in profit (loss) when the asset is derecognized.

Impairment of Long-Lived Assets

The Company evaluates long-lived assets for impairment, including, but not limited to, property, plant and equipment, lease right-of-use assets, and finite-lived intangible assets, when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable or the assets are being held for sale. Upon the occurrence of a triggering event, the asset is reviewed to assess whether the estimated undiscounted cash flows expected from the use of the asset plus the residual value from the ultimate disposal exceeds the carrying value of the asset. If the carrying value exceeds the estimated recoverable amounts, the asset is written down to the estimated fair value and any resulting impairment loss is reflected within other operating costs on the Consolidated Statements of Income (Loss). The Company recognized an impairment loss of $68.7 million related to long-lived assets in its Surface Solutions–U.S. Stone asset group. The impairment was included in

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the Impairment of goodwill, intangible assets and property, plant and equipment line item in the Consolidated Statements of Income (Loss) for the year ended December 31, 2024, and was allocated to intangible assets of $32.7 million, property, plant and equipment of $24.2 million, and lease right-of-use assets of $11.8 million. There were no meaningful impairments prior to the year ended December 31, 2024.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. The Company evaluates goodwill for impairment at least annually and completes its annual review in the fourth quarter. When evaluating goodwill for impairment, the Company estimates the fair value of its reporting units. If the carrying amount of a reporting unit, including goodwill, exceeds the estimated fair value, then the excess is charged to earnings as an impairment loss. Significant judgment is required in estimating the fair value of the reporting unit and performing goodwill impairment tests. The determination of fair value incorporates significant unobservable inputs. The Company records goodwill adjustments for changes to the purchase price allocation prior to the end of the measurement period, which is not to exceed one year from the acquisition date.

We have six reporting units defined as “Aperture Solutions–U.S.,” “Aperture Solutions–Canada,” “Surface Solutions–U.S. Siding,” “Surface Solutions–Canada,” “Surface Solutions–U.S. Stone” and “Shelter Solutions.” Aperture Solutions–U.S. and Aperture Solutions–Canada reporting units are part of the Aperture Solutions reportable segment. Surface Solutions–U.S. Siding, Surface Solutions–Canada and Surface Solutions–U.S. Stone are part of the Surface Solutions reportable segment. Shelter Solutions is a reporting unit and a reportable segment.

The Company recorded impairments relating to goodwill of $866.1 million during 2024, related to its Aperture Solutions–U.S. reporting unit totaling $496.1 million, its Surface Solutions–U.S. Siding reporting unit of $329.1 million, and its Surface Solutions–U.S. Stone reporting unit of $40.8 million. The impairment was included in the Impairment of goodwill, intangible assets and property, plant and equipment line item in the Consolidated Statements of Income (Loss). The Company did not recognize any impairments of goodwill for any of the periods presented prior to the year ended December 31, 2024.

Product Warranties

The Company offers a number of warranties associated with the products it sells. 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. The Company accrues for the estimated cost of product warranty at the time of sale based on historical experience and expectations regarding future costs to be incurred. Warranty costs are included within cost of sales.

Leases

The Company has leases for certain manufacturing sites; warehouse and distribution locations; offices; and vehicles and equipment. 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. The Company’s 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. 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 Income (Loss) 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 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.

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Long-term Debt Discounts, Issuance Costs and Fair Value Adjustments

Unamortized discounts, debt issuance costs and fair value adjustments incurred relating to long-term debt are amortized over the term of the related financing using the effective interest method.

Revenue Recognition

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, the Company is 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 the Company’s products. Revenue is recognized when obligations under the terms of a contract with our customers are satisfied; generally, this occurs with the transfer of control of our products at a point in time. 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.

The Company’s net sales are adjusted for variable consideration, which includes customer volume rebates, special pricing discounts, prompt payment discounts, customer returns and other incentive programs. The Company measures variable consideration by estimating expected outcomes using analysis and inputs based upon anticipated performance, historical data, and current and forecasted information. Measurement of variable consideration is reviewed by management periodically and net sales are adjusted accordingly. The Company does not have significant financing components.

Shipping and handling activities billed to customers are treated as fulfillment costs. Shipping and handling activities performed before a customer obtains control of the product are not treated as a separate performance obligation and are included in net sales at the same point in time the related product revenue is recognized, while shipping and handling costs are expensed as incurred and recorded within in cost of sales in the Company’s Consolidated Statements of Income (Loss).

A portion of the Company’s net sales within the Shelters Solutions reportable segment includes the offering of extended warranties, which customers can purchase separately from the related products. These extended warranties are considered separate performance obligations, with warranty options available for 5, 10, 15 or 20 years. Revenue allocated to these warranties is recognized on a straight-line basis over the warranty period, reflecting the pattern in which the Company expects to satisfy the performance obligation.

For 2024, one customer accounted for 12.2% of the Company’s net sales. The sales attributed to this customer are included in all three of the Company’s reportable segments.

Advertising Costs

Advertising costs are expensed as incurred. Advertising expense was $18.2 million for 2024, $15.9 million for 2023, $11.3 million for the period from July 25, 2022 through December 31, 2022 and $11.1 million for the period from January 1, 2022 through July 24, 2022. These costs are included in selling, general and administrative expenses on the Consolidated Statements of Income (Loss).

Share-Based Compensation

Share-based compensation expense, measured as the fair value of an award on the date of grant. For time-based awards, expense is recorded over the requisite service or performance period. For awards with performance conditions, the amount of share-based compensation expense recognized is based upon the probable outcome of the performance conditions, as determined by the Company. The Company accounts for forfeitures of outstanding but unvested awards in the period they occur.

Income Taxes

Deferred income tax assets and liabilities are measured based on differences between the financial statement basis and income tax basis of assets and liabilities using estimated income tax rates expected to be in effect for the year in which the differences are expected to reverse. Changes in deferred income tax assets and liabilities attributable to changes in enacted income tax rates are charged or credited to income tax expense. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount that is more-likely-than-not to be realized.

The Company assesses its income tax positions and records tax benefits based upon management’s evaluation of the facts, circumstances, and information available at the reporting date. The Company recognizes tax benefits from uncertain tax

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positions only if it is more-likely-than-not that the tax position will be sustained on examination by the taxing authorities, based on technical merits of the positions. The tax benefits recognized from such a position are measured based on the largest benefit that is more-likely-than-not to be realized upon ultimate settlement.

Foreign Currency Remeasurement and Translation

Gains (losses) arising from transactions denominated in a currency other the functional currency of the entity that is party to the transaction are included in net (loss) income on the Company’s Consolidated Statements of Income (Loss), including the remeasurement of foreign denominated intercompany loans at current exchange rates.

The Company’s reporting currency is the United States (“U.S.”) dollar while the functional currency of the Company’s significant non-U.S. subsidiaries 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 equity.

Business Combinations

We account for business combinations under the acquisition method of accounting, which requires an allocation of the consideration we paid to the identifiable assets, intangible assets and liabilities based on the estimated fair values as of the closing date of the acquisition. The excess of the fair value of the purchase price over the fair values of these identifiable assets, intangible assets and liabilities is recorded as goodwill.

Acquired intangibles other than goodwill are initially recognized at fair value and amortized over their useful lives unless those lives are determined to be indefinite. The fair value of identifiable intangible assets is determined using an income approach on an individual asset basis. Specifically, we use the multi-period excess earnings method to determine the fair value of customer relationships and the relief-from-royalty approach to determine the fair value of trade names. Determining the fair value of acquired intangibles involves significant estimates and assumptions, including forecasted revenue growth rates, margins, percentage of revenue attributable to the trade name, contributory asset charges, customer attrition rate, market-participant discount rates, the assumed royalty rates and income tax rates.

The determination of the useful life of an intangible asset other than goodwill is based on factors including historical trade name performance with respect to consumer name recognition, geographic market presence, market share, plans for ongoing trade name support and promotion, customer attrition rate, and other relevant factors.

The initial purchase price allocation is based upon provisional information and is subject to revision during the measurement period (up to one year from the acquisition date) as additional information concerning valuations is obtained. As the Company obtains new information regarding facts and circumstances that existed as of the acquisition date that, if known, would have resulted in revised estimated values of those assets or liabilities, the Company will accordingly revise the provisional purchase price allocation. These adjustments may include, but are not limited to, adjustments pertaining to intangible assets acquired, property, plant and equipment acquired, tax liabilities assumed and working capital. The associated acquisitions expenses are expensed as incurred in selling, general and administrative expenses within the Consolidated Statements of Income (Loss).

Contingencies

The Company’s contingent liabilities are related primarily to litigation and environmental matters and are based upon assumptions and estimates regarding the probable outcome of the matter. The Company records the probability by evaluating historical precedent as well as the specific facts relating to each particular contingency (including the opinion of outside advisors, professionals and experts). The Company records loss contingencies and unasserted claims when it believes a loss is probable and the amount of the loss can be reasonably estimated. The ultimate losses incurred upon final resolution of loss contingencies may differ materially from the estimated liability recorded at any particular balance sheet date. Changes in estimates are recorded in the Consolidated Statements of Income (Loss) in the period in which such changes occur.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment

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performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted this policy as of January 1, 2024. See disclosures in Note 18 — Reportable Segment and Geographical Information.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. The new guidance requires consistent categorization and greater disaggregation of information in the rate reconciliation, as well as further disaggregation of income taxes paid. This change is effective for annual periods beginning after December 15, 2024. Prospective application is required, with retrospective application permitted. The Company is currently evaluating the effect the updated guidance will have on its financial statement disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which improves disclosure requirements and provides more detailed information about an entity’s expenses, specifically amounts related to purchases of inventory, employee compensation, depreciation, intangible asset amortization and selling expenses, along with qualitative descriptions of certain other types of expenses. This change is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the effect the updated guidance will have on its financial statement disclosures.

Note 3 — Mergers, Acquisitions and Divestitures

CD&R Merger Transaction

On July 25, 2022, Merger Sub merged with and into the Company, with the Company surviving the merger as a subsidiary of Camelot Parent. CD&R previously held 61.9 million shares of the Company immediately prior to the Merger. As a result of the Merger, CD&R became the indirect owners of all of the issued and outstanding shares of Company common stock that CD&R did not already own.

The Merger was accounted for as a business combination. The purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair market value at the date of the Merger.

The Merger was funded in part with proceeds from the following issuances:

•$300.0 million aggregate principal amount under the Side Car Term Loan Facility, due August 2028 (as defined in Note 9 — Debt);

•$710.0 million of 8.750% Senior Secured Notes (as defined in Note 9 — Debt) due August 2028;

•$564.4 million of cash from the Company;

•$464.4 million aggregate principal amount of 2.99% senior payment-in-kind notes due 2029 that were issued and are held by Camelot Return Parent, LLC (“Camelot Return Parent”), an indirect parent of Company; and

•$195.0 million from preferred shares of Camelot Return Parent.

Neither the Company nor any of its subsidiaries is a guarantor of or is obligated to make any payments related to the 2.99% senior payment-in-kind notes due 2029 held by Camelot Return Parent.

The calculation of the total consideration paid follows:


	Consideration
Common shares purchased	65,613,349
Common share closing price	$	24.65
Merger consideration, common shares purchased	$	1,617,369
Effective settlement of pre-existing relationships(1)	128,721
Total Merger consideration	1,746,090
Fair value of common shares previously held by CD&R and other adjustments(2)	1,526,591
Total equity value	$	3,272,681

(1) Consists mainly of employee share-based compensation awards that were outstanding at that time the Merger was consummated.

(2) Consists of 61.9 million common shares, with shares rolled over or acquired by Camelot Parent.

The Company incurred transaction costs of $29.4 million associated with the Merger, of which $0.7 million was recognized in the period from July 25, 2022 through December 31, 2022 and $28.7 million was recognized in the period from January 1, 2022 through July 24, 2022. These costs are included in selling, general and administrative expenses on the Consolidated Statements of (Loss) Income.

During July 2023, the Company completed measurement period adjustments, which were mainly composed of a $291.5 million increase to property, plant and equipment and a $174.7 million decrease to intangible assets. The effect of measurement period adjustments on the estimated fair value elements were reflected as if the adjustments had been made as of the date of the Merger, including a $66.5 million cumulative catch-up to depreciation and amortization expense recorded during the three months ended July 1, 2023 resulting from the update in the fair market value of property, plant and equipment and intangible assets. The table below presents the Consolidated Statements of Income (Loss) line items impacted by the aforementioned adjustments for previously reported periods.


	Increase / (Decrease) due to Depreciation and Amortization
	Impact on Prior Periods				Cumulative Catch-Up Recorded During Three Months Ended July 1, 2023
Consolidated Statements of (Loss) Income Line Item	July 25, 2022 through December 31, 2022		Three Months Ended April 1, 2023
Cost of sales	$	38,852	$	26,303	$	65,155
Gross profit	$	(38,852)	$	(26,303)	$	(65,155)
Selling, general and administrative expenses	$	(1,632)	$	2,963	$	1,331
Loss from operations	$	(37,220)	$	(29,266)	$	(66,486)

Acquisitions Completed During the Current Year

Harvey Building Products Corp.

In April 2024, the Company completed the acquisition of Harvey Building Products Corp. (“Harvey”) for a purchase price of $460.7 million, subject to certain customary adjustments. Harvey is a manufacturer of high performing windows and doors, and its portfolio of industry leading brands include Harvey, Softlite and Thermo-Tech. Headquartered in Waltham, Massachusetts, Harvey has approximately 1,200 employees at four manufacturing facilities located throughout the Northeast and Midwest. Harvey specializes in premium, custom windows and doors primarily serving the Eastern U.S. This acquisition was funded through issuing long-term debt further discussed in Note 9, Debt. Harvey is included in the Company’s Aperture Solutions reportable segment.

The purchase price allocation below is based upon provisional information and is subject to revision during the measurement period (up to one year from the acquisition date) as additional information concerning valuations is obtained. During the measurement period, as the Company obtains new information regarding facts and circumstances that existed as of the acquisition date that, if known, would have resulted in revised estimated values of those assets or liabilities, the Company will accordingly revise the provisional purchase price allocation, which may include, but are not limited to, adjustments pertaining to intangible assets acquired, property, plant and equipment acquired and tax liabilities assumed.

The following table summarizes the provisional fair value of net assets acquired:


	Fair Value
Cash and cash equivalent	$	10,423
Accounts receivable	27,325
Inventories	21,535
Property, plant and equipment	47,478
Lease right-of-use assets	124,418
Goodwill	172,662
Trade name and customer relationship intangibles	246,000
Other assets	16,530
Total assets acquired	666,371
Accounts payable and other liabilities assumed	36,072
Employee related liabilities	6,208
Lease liabilities	104,807
Deferred income tax liabilities	58,622
Total liabilities assumed	205,709
Net assets acquired	$	460,662

During the year ended December 31, 2024, the Company made the following measurement period adjustments since the initial opening balance sheet estimates were recorded during the three and six months ended June 29, 2024. The Company recognized a $6.7 million increase in property, plant and equipment, and increase of $86.7 million in intangible assets, an increase of $15.0 million related to all other assets, a increase of $24.0 million in deferred tax liabilities and net decrease of $14.6 million in accounts payable and other liabilities assumed. Recognized goodwill decreased by $99.2 million as a result of these measurement period adjustments. The Company recorded these measurement price adjustments to update the allocation of the purchase price based upon further analysis of information subsequent to the acquisition date, inclusive of net working capital adjustments.

The provisional fair value and expected useful life of identifiable intangible assets consists of the following:


	Fair Value		Useful Life in Years
Customer relationships	$	200,000	12
Trade names and other	46,000		12
Total	$	246,000

The acquisition of Harvey resulted in the recognition of $172.7 million of goodwill. The goodwill recorded is a result of expected synergies and other benefits that we believe will result from the integration of the acquisition with our operations. Goodwill created as a result of the acquisition of Harvey is not expected to be deductible for tax purposes. A net deferred tax liability of $58.6 million was established as a result of the acquisition.

Mueller Supply Company, Inc.

In July 2024, the Company completed the acquisition of Mueller Supply Company, Inc. (“Mueller”) for a purchase price of $495.9 million, including a base purchase price of $475.0 million, in addition to closing date cash and working capital adjustments. Mueller is a leading manufacturer of residential metal roofing and components and steel buildings in Texas and the Southwest United States (“U.S.”). Mueller has approximately 900 employees and a comprehensive regional footprint including 38 retail branches and five manufacturing sites in Amarillo, Ballinger and Huntsville, Texas; Oak Grove, Louisiana; and Phoenix, Arizona. This acquisition was funded through issuing long-term debt further discussed in Note 9, Debt. Mueller is included in the Company’s Shelter Solutions reportable segment.

The following table summarizes the provisional fair value of net assets acquired:


	Fair Value
Cash and cash equivalent	$	18,074
Accounts receivable	10,346
Inventories	126,516
Property, plant and equipment	207,912
Goodwill	107,543
Trade name and customer relationship intangibles	108,000
Equity investment	11,000
Other assets	5,803
Total assets acquired	595,194
Accounts payable and other liabilities assumed	5,693
Employee related liabilities	8,988
Rebates and customer related liabilities	16,698
Deferred income tax liabilities	67,924
Total liabilities assumed	99,303
Net assets acquired	$	495,891

During the year ended December 31, 2024, the Company made the following measurement period adjustments since the initial opening balance sheet estimates were recorded during the three and nine months ended September 28, 2024. The Company recognized a $17.5 million increase in property, plant and equipment, a $20.0 million increase in intangible assets and an increase of $8.8 million in deferred tax liabilities. Recognized goodwill decreased by $29.9 million as a result of these measurement period adjustments. The Company recorded these measurement price adjustments to update the allocation of the purchase price based upon further analysis of information subsequent to the acquisition date, inclusive of net working capital adjustments.

As part of the Mueller transaction, the Company acquired a 33.33% interest in BDM Metal Coaters, LLC (“BDM”). The general purpose of BDM is the establishment and operation of a processing facility for the slitting and coating of hot roll steel coils. The Company does not exercise significant influence over BDM’s operating and financial activities; therefore, the Company accounts for the investment under the equity method of accounting. The carrying value of the investment of $11.1 million is recognized in other assets, net on our Consolidated Balance Sheets for the period ended December 31, 2024.

The provisional fair value and expected useful life of identifiable intangible assets consists of the following:


	Fair Value		Useful Life in Years
Customer relationships	$	30,000	11
Trade names and other	78,000		12
Total	$	108,000

The acquisition of Mueller resulted in the recognition of $107.5 million of goodwill. The goodwill recorded is a result of expected synergies and other benefits that we believe will result from the integration of the acquisition within our operations. Goodwill created as a result of the acquisition of Mueller is not expected to be deductible for tax purposes. A net deferred tax liability of $67.9 million was established as a result of the acquisition.

Acquisitions Completed During 2023

In December 2023, the Company completed the acquisition of the Eastern Architectural Systems (“EAS”) business, whose operations are included in the Company’s Aperture Solutions reportable segment. EAS is based in Ft. Myers, Florida and manufactures custom-made aluminum and vinyl impact windows and doors. In August 2023, the Company completed the acquisition of M.A.C. Métal Architectural Inc. (“MAC Metal”), which became an indirect wholly-owned subsidiary of the Company. Headquartered in Saint-Hubert, Quebec, MAC Metal serves the North American residential and commercial markets with high-end steel siding and roofing products. MAC Metal is included in the Company’s Surface Solutions reportable segment.

The total purchase price for these acquisitions was $235.5 million, comprised of upfront cash payments of $217.7 million and earn-out contingent consideration of $16.8 million related to the MAC Metal transaction. The purchase price of these acquisitions was allocated to the assets acquired and liabilities assumed, which related primarily to inventory of $15.9 million, property, plant and equipment of $21.3 million, goodwill of $82.5 million, intangible assets such as, customer lists and trademarks, of $73.4 million and $34.3 million, contingent consideration of $16.8 million, warranty liabilities of $5.9 million and noncurrent deferred income tax liabilities of $12.3 million. The goodwill recorded is a result of expected synergies and other benefits that we believe will result from the integration of the acquisitions with our operations. Purchase accounting for these acquisitions was finalized during the year ended December 31, 2024.

The MAC Metal acquisition earn-out is payable over two consecutive twelve-month periods, with the first period starting in the month following the close of the applicable acquisition and payments are based upon achieving certain adjusted EBITDA-based metrics, as defined in the purchase agreement. There was an increase of $3.8 million in contingent consideration in 2024, included the impact of exchange rates. The total of $21.1 million is recognized in other current liabilities on our Consolidated Balance Sheets at December 31, 2024.

Unaudited Pro Forma Financial Information

Pro Forma financial information has not been presented related to the Merger or subsequent acquisitions as this information was not and is not material to the Company’s overall consolidated financial statements during the periods presented.

Divestiture of Coil Coatings

In June 2022, the Company completed the sale of the coil coatings business to BlueScope Steel Limited for initial cash proceeds of $500.0 million, subject to working capital and other customary adjustments. In connection with the transaction, the Company entered into long-term supply agreements to secure a continued supply of light gauge coil coating and painted hot roll steel. For the period from January 1, 2022 through July 24, 2022, the Company recognized a pre-tax gain of $394.2 million for the coil coatings divestiture, which is included in gain on divestitures in the Consolidated Statements of Income (Loss). The Company incurred $9.6 million of divestiture-related costs for the period from January 1, 2022 through July 24, 2022, which are recorded in selling, general and administrative expenses in the Company’s Consolidated Statements of Income (Loss). During 2023 the Company recorded $10.1 million in expense resulting from a settlement to finalize working capital. The divested business did not represent a strategic shift that has a major effect on our operations and financial results, and, as such, it was not presented as discontinued operations. The coil coatings business results prior to the sale are reported within the Shelter Solutions reportable segment.

Note 4 — Inventories, net

The following table sets forth the components of inventories:


	December 31, 2024		December 31, 2023
Raw materials and work in process(1)	$	402,294	$	350,429
Finished goods	207,883		146,410
Total inventories, net	$	610,177	$	496,839

(1) The Company's work in process inventory is not significant to our Consolidated Balance Sheet due to the nature of our production processes.

Note 5 — Property, Plant and Equipment, Net

The following sets forth the components of property, plant and equipment, net:


	Range of Useful Lives (in Years)
				December 31, 2024		December 31, 2023
Land				$	97,759	$	58,721
Buildings and improvements	10	–	40	366,187		271,770
Machinery and equipment	2	–	15	881,191		628,108
				1,345,137		958,599
Less: accumulated depreciation				(473,044)		(299,697)
Construction in progress				254,944		230,201
Total property, plant and equipment, net				$	1,127,037	$	889,103

Depreciation expense related to property, plant and equipment was $197.0 million for 2024, $241.3 million for 2023, $44.7 million for the period from July 25, 2022 through December 31, 2022 and $56.7 million for the period from January 1, 2022 through July 24, 2022.

The Company recorded an impairment charge related to property, plant and equipment of $24.2 million in its Surface Solutions–U.S. Stone asset group. The Company concluded that an impairment test was necessary given the lower than expected performance in the second half of 2024. The impairment was included in Impairment of goodwill, intangible assets and property, plant and equipment within the Consolidated Statements of Income (Loss) for the year ended December 31, 2024.

Note 6 — Goodwill and Intangible Assets

Goodwill

The following table sets forth the changes in the carrying amount of goodwill by reportable segment:


	Aperture Solutions		Surface Solutions		Shelter Solutions		Total
Balance, December 31, 2022 (Successor)	$	624,009	$	790,452	$	274,087	$	1,688,548
Merger measurement period adjustments	90,385		(108,630)		(70,976)		(89,221)
Impact of acquisitions and related measurement period adjustments(2)	61,695		30,095		—		91,790
Currency translation	(1,781)		(464)		—		(2,245)
Other	(3,175)		(3,030)		(903)		(7,108)
Balance, December 31, 2023 (Successor)(1)	$	771,133	$	708,423	$	202,208	$	1,681,764
Impact of acquisitions and related measurement period adjustments(2)	172,794		1,479		107,543		281,816
Impairment	(496,149)		(369,903)		—		(866,052)
Currency translation	(1,441)		(5,238)		—		(6,679)
Other(3)	6,389		783		7,711		14,883
Balance, December 31, 2024 (Successor)	$	452,726	$	335,544	$	317,462	$	1,105,732

Goodwill	$	948,875	$	705,447	$	317,462	$	1,971,784
Accumulated impairment loss	(496,149)		(369,903)		—		(866,052)
Balance, December 31, 2024 (Successor)	$	452,726	$	335,544	$	317,462	$	1,105,732

(1)There were no impairment losses prior to the period ended December 31, 2023.

(2)Measurement period adjustments have been recorded in conjunction with the acquisition of MAC Metal, EAS, Harvey and Mueller during the period. See Note 3 — Mergers, Acquisitions and Divestitures.

(3)Other includes insignificant out-of-period corrections totaling $14.9 million, which related to matters that existed as of the date of the Merger.

Goodwill is comprised of five reporting units, which had an aggregate carrying amount of $1,105.7 million as of December 31, 2024. Under the Company’s policy, our assessment for impairment of these reporting units is conducted as of the first day of November each year. Additionally, the Company completes more frequent evaluations if events or circumstances suggest that there are indicators of potential impairment. Such events and circumstances encompass, among other potential items, sustained increases in competition, unexpected losses in market share, input costs surpassing projections, disposals of significant components of the business, unforeseen business disruptions (such as those caused by natural disasters or the loss of a customer, supplier, or other significant business relationships), unexpected significant declines in operating results, or substantial adverse changes in the markets in which the entity operates.

As a result of completing the impairment tests, the Company recognized non-cash impairment losses totaling $866.1 million in 2024, with $382.8 million in the quarter ended September 28, 2024 and $483.3 million in the quarter ended December 31, 2024. These impairment charges were recorded in the Impairment of goodwill, intangible assets and property, plant and equipment line in the Consolidated Statements of Income (Loss) and related to the following reporting units: (i) Aperture Solutions–U.S., totaling $496.1 million, (ii) Surface Solutions–U.S. Stone, totaling $40.8 million, and (iii) Surface Solutions–U.S. Siding, totaling $329.1 million, reporting units. After recording these impairment charges, there is no goodwill remaining at Surface Solutions–U.S. Stone. No goodwill impairment charges were recorded prior to or during 2023.

The Company employed a quantitative methodology to determine the fair value of its reporting units. This was achieved by assigning equal weight to the discounted cash flow method under the income approach, designated as a Level 3 measurement, and the market approach, designated as a Level 2 measurement. Under the market approach, the Company implemented both the guideline public company method and the guideline transaction method.

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates, and market factors. Estimating the fair value of individual reporting units requires us to make assumptions and estimates regarding our future plans, as well as industry and economic conditions. These assumptions and estimates include estimated future annual net cash flows, income tax rates, discount rates, growth rates, and other market factors. If current expectations of future growth rates and margins are not met, if market factors outside of our control, such as discount rates change, or if management’s expectations or plans otherwise change, including as a result of the development of our five-year operating plan, then one or more of our reporting units might become impaired in the future. Our reporting units that were impaired in 2024 were written down to their respective fair values resulting in zero excess fair value over carrying amount as of their latest 2024 impairment testing dates. Accordingly, our Aperture Solutions–U.S., Surface Solutions–U.S. Siding, and Shelter Solutions reporting units that have 20% or less excess fair value over carrying amount as of their latest testing date have a heightened risk of future impairments if any assumptions, estimates, or market factors change in the future. Reporting units with a heightened risk of future impairments had an aggregate goodwill carrying amount of $987.5 million as of December 31, 2024. If any assumptions, estimates, or market factors change in the future, these amounts are also susceptible to impairments.

Intangible Assets, Net

The following table sets forth the major components of intangible assets:


	Range of Life (in Years)			Weighted Average Amortization Remaining (Years)	Carrying Value		Accumulated Amortization		Net Carrying Value
As of December 31, 2024:
Customer lists and relationships	3	–	19	15	$	2,100,469	$	(351,129)	$	1,749,340
Trademarks, trade names and other	12	–	15	12	740,113		(101,548)		638,565
Total intangible assets					$	2,840,582	$	(452,677)	$	2,387,905


	Range of Life (in Years)			Weighted Average Amortization Remaining (Years)	Carrying Value		Accumulated Amortization		Net Carrying Value
As of December 31, 2023:
Customer lists and relationships	3	–	19	16	$	1,883,757	$	(192,473)	$	1,691,284
Trademarks, trade names and other		15		14	653,992		(59,208)		594,784
Total intangible assets					$	2,537,749	$	(251,681)	$	2,286,068

In September 2024, the Company recorded an impairment charge of $32.7 million to the intangible assets within the Surface Solutions–U.S. Stone reporting unit. The Company’s forecasted cash flows of Surface Solutions–U.S. Stone indicated the carrying value of the intangible assets were not recoverable. After recording the impairment charge, no intangible assets remain at Surface Solutions–U.S. Stone as of December 31, 2024.

No impairments were recorded prior to or during 2023.

Intangible assets are amortized on a straight-line basis. The following table sets forth the amortization expense related to intangible assets:


					Year Ended December 31, 2022

	Successor						Predecessor
	Year Ended December 31, 2024		Year Ended December 31, 2023		July 25, 2022 through December 31, 2022		January 1, 2022 through July 24, 2022
Amortization expense	$	204,610	$	171,300	$	85,400	$	109,500

The expected amortization expense over the next five years and thereafter for acquired intangible assets recorded as of December 31, 2024 is as follows:


	Amount
2025	$	194,859
2026	169,387
2027	169,387
2028	165,472
2029	159,991
Thereafter	1,528,809
Total	$	2,387,905

Note 7 — Product Warranties

The following table sets forth the changes in the carrying amount of product warranties liability:


	Year Ended December 31, 2024		Year Ended December 31, 2023
Balance, beginning of period	$	194,237	$	202,463
Warranties sold	—		1,385
Revenue recognized	—		(2,458)
Expense	17,793		33,245
Claims and settlements	(17,630)		(43,119)
Impact of acquisitions	18,613		2,721
Reclassification of deferred warranty revenue(1)	(24,717)		—
Balance, end of period	$	188,296	$	194,237
Reflected as:
Current liabilities – Rebates, warranties and other customer-related liabilities	$	23,609	$	23,029
Noncurrent liabilities – Other long-term liabilities	164,687		171,208
Total product warranty liability	$	188,296	$	194,237

(1) Reclassification of deferred warranty revenue for the Shelter Solutions reportable segment that had historically been included in the warranty liability disclosure. Deferred warranty revenue is recorded in other current liabilities of $2.5 million and other long-term liabilities of $21.9 million within our Consolidated Balance Sheets for the year ended December 31, 2024.

Note 8 — Leases

The following sets forth weighted average information about the Company’s lease portfolio as of December 31, 2024:


Weighted-average remaining lease term	8.5 years
Weighted-average incremental borrowing rate	9.23	%

The following table sets forth components of operating lease costs:


					Year Ended December 31, 2022

	Successor						Predecessor
	Year Ended December 31, 2024		Year Ended December 31, 2023		July 25, 2022 through December 31, 2022		January 1, 2022 through July 24, 2022
Fixed lease costs	$	142,340	$	109,870	$	35,419	$	54,910
Short-term lease costs	$	24,669	$	22,672	$	19,221	$	17,051
Variable lease costs	$	73,557	$	88,974	$	49,251	$	54,316

The following table sets forth cash and non-cash lease activities:


					Year Ended December 31, 2022

	Successor						Predecessor
	Year Ended December 31, 2024		Year Ended December 31, 2023		July 25, 2022 through December 31, 2022		January 1, 2022 through July 24, 2022
Operating cash flows for operating leases	$	132,763	$	98,987	$	34,104	$	42,069
Right-of-use assets obtained in exchange for new operating lease liabilities(1)	$	256,099	$	48,332	$	277,724	$	10,601

(1) For the period July 25, 2022 through December 31, 2022, all leases that existing prior to the Merger were treated as new operating leases.

During the current year, the Company recorded an impairment charge related to its lease right-of-use assets of $11.8 million in its Surface Solutions–U.S. Stone asset group. The Company concluded that an impairment test was necessary given the lower than expected performance in the second half of 2024, The impairment was included in the Impairment of goodwill, intangible assets and property, plant and equipment line item in the Consolidated Statements of Income (Loss) for the year ended December 31, 2024.

The Company renewed and terminated certain existing facility, transportation and equipment leases and received tenant improvement allowances, which resulted in a decrease of the net remeasurement of the existing lease right-of-use assets in the amount of $32.0 million for the year ended December 31, 2024 and an increase of the net remeasurement of the existing lease right-of-use assets in the amount of $4.4 million for the year ended December 31, 2023.

The following table sets forth future minimum lease payments under non-cancelable leases as of December 31, 2024:


	Amount
2025	$	121,465
2026	115,147
2027	77,283
2028	62,564
2029	50,183
Thereafter	263,649
Total future minimum lease payments	690,291
Less: interest	197,082
Less: short-term lease liability	85,052
Present value of future minimum lease payments	$	408,157

Note 9 — Debt

The following table sets forth the components of long-term debt:


			December 31, 2024								December 31, 2023
	Effective Interest Rate		Principal Outstanding		Unamortized Fair Value Adjustment(1)		Unamortized Discount and Issuance Costs		Carrying Amount		Principal Outstanding		Unamortized Fair Value Adjustment(1)		Unamortized Discount and Issuance Costs		Carrying Amount
Term loan facility, due April 2028	8.57	%	$	2,502,500	$	(231,851)	$	—	$	2,270,649	$	2,528,500	$	(292,442)	$	—	$	2,236,058
Term loan facility, due August 2028	9.69	%	294,000		—		(14,926)		279,074		297,000		—		(18,370)		278,630
Term loan facility, due May 2031	10.05	%	498,750		—		(5,089)		493,661		—		—		—		—
6.125% Senior Notes due January 2029	13.51	%	318,699		(73,656)		—		245,043		318,699		(87,050)		—		231,649
8.750% Senior Secured Notes, due August 2028	10.61	%	710,000		—		(36,099)		673,901		710,000		—		(44,787)		665,213
9.500% Senior Secured Notes, due August 2029	9.88	%	500,000		—		(6,800)		493,200		—		—		—		—
Total long-term debt			$	4,823,949	$	(305,507)	$	(62,914)	$	4,455,528	$	3,854,199	$	(379,492)	$	(63,157)	$	3,411,550
Reflected as:
Current liabilities - Current portion of long-term debt									$	34,000							$	29,000
Non-current liabilities - Long-term debt									4,421,528								3,382,550
Total long-term debt									$	4,455,528							$	3,411,550
Fair value - Senior notes - Level 1									$	1,429,999							$	988,702
Fair value Term loans - Level 2									3,167,541								2,835,596
Total fair value									$	4,597,540							$

Cornerstone Building Brands, Inc. 10-K