UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 8-K

________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2024

Cornerstone Building Brands, Inc.

(Exact name of registrant as specified in its charter)

________________


Delaware	1-14315	76-0127701
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

5020 Weston Parkway

Suite 400

Cary

27513

(Address of principal executive offices)

(Zip Code)

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

________________

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


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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 8.01. Other Events

In connection with an anticipated senior secured notes offering by Cornerstone Building Brands, Inc. (“Cornerstone Building Brands”, together with its subsidiaries, unless the context requires otherwise, the “Company,” “we,” “us” or “our”) pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended, the Company is providing the following financial and operational data to prospective investors.

Refer to the non-GAAP financial measure section herein for further discussion of our non-GAAP measures.

Company Overview and Financials:

Our net sales were $5.2 billion for the twelve months ended June 29, 2024 and our pro forma net sales for the twelve months ended June 29, 2024 were $5.9 billion:

•Leading distributors accounted for 34%, general contractors for 34%, big box retailers for 19% and production builders for 13% of the Company’s pro forma net sales.

•We sold approximately 48% our products in the residential new construction market, approximately 28% in the residential repair and remodel market and approximately 24% in the commercial construction market.

•Vinyl and aluminum windows and doors accounted for approximately 46%, siding and accessories products accounted for approximately 19%, metal and roofing components accounted for approximately 17%, engineered building systems accounted for approximately 15% and stone veneer products accounted for approximately 3% of our product sales.

For the year ended December 31, 2023, the Company’s cost structure was composed of approximately 13% fixed costs and approximately 87% variable costs.

The Company anticipates generating approximately $103 million unrealized cost savings for projects started as of June 29, 2024, or expected to start in the 18-month period thereafter:

•Aperture Solutions is expected to generate 62% of such unrealized cost savings.

•Shelter Solutions is expected to generate 21% of such unrealized cost savings.

•Surface Solutions is expected to generate 17% of such unrealized cost savings.

The Company anticipates generating approximately $10.8 million unrealized synergies for projects started as of June 29, 2024, or expected to start in the 18-month period thereafter, not including savings opportunities from the Company’s acquisition of Mueller Supply Company, Inc. (“Mueller”):

•Aperture Solutions is expected to generate 97% of such unrealized cost savings.

•Surface Solutions is expected to generate 3% of such unrealized cost savings.

The Company anticipates an additional $15 million of unrealized synergies may be recognized as a result of the Company’s acquisition of Mueller.

Our operating income was $198 million for the twelve months ended June 29, 2024, with adjusted EBITDA of $671 million, and pro forma adjusted EBITDA of $775 million for the twelve months ended June 29, 2024. Pro forma adjusted further EBITDA was $903 million after adjusting for the $103 million of unrealized cost savings and the $25.8 million of synergies described above.

Mueller Overview:

On July 16, 2024, the Company completed the acquisition of Mueller, a leading manufacturer of residential metal roofing and components and steel buildings in Texas and the Southwest for $497.1 million, inclusive of a base purchase price of $475 million, in addition to closing date cash and working capital adjustments.

Mueller operates five manufacturing facilities with an average of 14,000 square feet of manufacturing area and 38 company-owned retail locations.

Other Financial Data:


				Year Ended December 31, 2022												Six Months Ended
	Predecessor						Successor			Combined *			Successor
(in thousands)	Year Ended December 31, 2021			January 1, 2022 through July 24, 2022			July 25, 2022 through December 31, 2022			Year Ended December 31 2022			Year Ended December 31, 2023			July 1, 2023			June 29, 2024			Twelve Months Ended June 29, 2024*
																Unaudited
Net sales	$	5,583,137		$	3,736,084		$	2,744,148		$	6,480,232		$	5,402,434		$	2,707,306		$	2,509,989		$	5,205,117
Pro forma net sales*	6,295,943			4,168,377			3,114,087			7,282,464			6,205,241			3,112,960			2,780,594			5,872,874
Income from operations	1,137,245			721,537			81,817			803,354			240,194			104,891			62,813			198,116
% of net sales	20.4		%	19.3		%	3.0		%	12.4		%	4.4		%	3.9		%	2.5		%	3.8		%
Adjusted EBITDA*	695,935			478,297			321,089			799,386			745,413			379,702			304,798			670,509
% of net sales	12.5		%	12.8		%	11.7		%	12.3		%	13.8		%	14.0		%	12.1		%	12.9		%
Pro forma adjusted EBITDA*	731,465			546,958			371,489			918,447			860,426			431,224			345,290			774,493
% of pro forma net sales	11.6		%	13.1		%	11.9		%	12.6		%	13.9		%	13.9		%	12.4		%	13.2		%

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

The Company’s operations are organized as three reportable segments: Aperture Solutions (46% of pro forma net sales for the twelve-months ended June 29, 2024), Surface Solutions (22% of pro forma net sales for the twelve months ended June 29, 2024) and Shelter Solutions (32% of pro forma net sales for the twelve months ended June 29, 2024).


				Year Ended December 31, 2022												Six Months Ended
	Predecessor						Successor			Combined *			Successor
(in thousands)	Year Ended December 31, 2021			January 1, 2022 through July 24, 2022			July 25, 2022 through December 31, 2022			Year Ended December 31 2022			Year Ended December 31, 2023			July 1, 2023			June 29, 2024			Twelve Months Ended June 29, 2024*
																Unaudited
Aperture Solutions

Net sales	$	2,322,277		$	1,643,619		$	1,246,411		$	2,890,030		$	2,476,870		$	1,252,244		$	1,202,850		$	2,427,476
Pro forma net sales*	2,792,942			1,887,031			1,413,497			3,300,528			2,864,325			1,447,234			1,293,540			2,710,632
Adjusted reportable segment EBITDA	239,491			202,682			149,433			352,115			336,095			168,086			144,504			312,513
% of net sales	10.3		%	12.3		%	12.0		%	12.2		%	13.6		%	13.4		%	12.0		%	12.9		%
Pro forma adjusted reportable segment EBITDA*	288,008			239,129			175,871			415,000			401,846			200,249			155,796			357,394
% of pro forma net sales	10.3		%	12.7		%	12.4		%	12.6		%	14.0		%	13.8		%	12.0		%	13.2		%

Surface Solutions

Net sales	$	1,364,080		$	839,130		$	592,449		$	1,431,579		$	1,264,173		$	604,113		$	610,392		$	1,270,452
Pro forma net sales*	1,394,933			861,517			606,351			1,467,869			1,288,003			623,179			610,392			1,275,217
Adjusted reportable segment EBITDA	265,671			143,880			57,331			201,211			224,561			87,806			117,675			254,430
% of net sales	19.5		%	17.1		%	9.7		%	14.1		%	17.8		%	14.5		%	19.3		%	20.0		%
Pro forma adjusted reportable segment EBITDA*	274,283			151,519			60,808			212,327			231,555			93,631			117,675			255,599
% of pro forma net sales	19.7		%	17.6		%	10.0		%	14.5		%	18.0		%	15.0		%	19.3		%	20.0		%

Shelter Solutions

Net sales	$	1,896,780		$	1,253,335		$	905,288		$	2,158,623		$	1,661,391		$	850,949		$	696,747		$	1,507,189
Pro forma net sales*	2,108,068			1,419,829			1,094,239			2,514,067			2,052,912			1,042,548			876,662			1,887,026
Adjusted reportable segment EBITDA	323,533			209,156			177,537			386,693			322,874			189,384			110,798			244,288
% of net sales	17.1		%	16.7		%	19.6		%	17.9		%	19.4		%	22.3		%	15.9		%	16.2		%
Pro forma adjusted reportable segment EBITDA*	301,934			233,731			198,022			431,753			365,142			202,918			139,998			302,222
% of pro forma net sales	14.3		%	16.5		%	18.1		%	17.2		%	17.8		%	19.5		%	16.0		%	16.0		%

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

Mueller Supply Company, Inc.


(in thousands)	Year Ended December 31, 2022			Year Ended December 31, 2023			Twelve Months Ended June 29, 2024*
Net sales	$	467,985		$	391,521		$	379,837
Adjusted EBITDA*	69,415			42,268			57,934
% of net sales	14.8		%	10.8		%	15.3		%

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

Non-GAAP Financial Measures:

We use several measures derived from consolidated financial information, but not presented in our Condensed 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, pro forma net sales, adjusted EBITDA, pro forma adjusted EBITDA, pro forma reportable segment net sales, pro forma adjusted reportable segment EBITDA and free cash flow, derived from consolidated financial information, but not presented in our consolidated financial statements prepared in accordance with 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.

This report provides information regarding our the results of operations for the periods after July 25, 2022 (“Successor”) and the results of operations for the period from January 1, 2022 to July 25, 2022 (“Predecessor”). Our Consolidated Statements of (Loss) Income as reported in our consolidated financial statements for these periods are prepared in accordance with U.S. GAAP. Although U.S. GAAP requires that we report on our results for the period from July 25, 2022 through December 31, 2022 separately from the period from January 1, 2022 through July 24, 2022, management views the Company’s operating results for the twelve months ended December 31, 2022 by combining the results of the applicable Predecessor and Successor periods because such presentation provides the most meaningful comparison of our results to prior periods.

To enhance the analysis of our operating results for the periods presented, we have included certain financial and operating data of the Predecessor and Successor on a combined basis. The presentation consists of the mathematical addition of selected financial and operating data of the Successor for the period from July 25, 2022 through December 31, 2022 with the comparable financial and operating data of the Predecessor for the period from January 1, 2022 through July 24, 2022. There are no other adjustments made in the combined presentation. The mathematical combination of selected financial and operating data is included under the heading “Combined” and this data is a non-GAAP presentation.

The following table presents a reconciliation of net sales to pro forma net sales:


			Year Ended December 31, 2022								Six Months Ended
	Predecessor				Successor		Combined		Successor
(in thousands)	Year Ended December 31, 2021		January 1, 2022 through July 24, 2022		July 25, 2022 through December 31, 2022		Year Ended December 31 2022		Year Ended December 31, 2023		July 1, 2023		June 29, 2024		Twelve Months Ended June 29, 2024(1)
											Unaudited
Net sales	$	5,583,137	$	3,736,084	$	2,744,148	$	6,480,232	$	5,402,434	$	2,707,306	$	2,509,989	$	5,205,117
Impact of acquisitions, Mueller(2)	397,939		279,034		188,951		467,985		391,521		191,599		179,915		379,837
Impact of acquisitions, Other(3)	763,469		265,799		180,989		446,788		411,286		214,055		90,690		287,921
Impact of divestitures(4)	(448,601)		(112,541)		—		(112,541)		—		—		—		—
Pro forma net sales	$	6,295,943	$	4,168,377	$	3,114,087	$	7,282,464	$	6,205,241	$	3,112,960	$	2,780,594	$	5,872,874

(1)Derived by subtracting Cornerstone Building Brands, Inc.'s historical unaudited consolidated net sales for the six months ended July 1, 2023, from Cornerstone Building Brands, Inc.'s historical audited consolidated net sales for the twelve months ended December 31, 2023 and then adding Cornerstone Building Brands, Inc.'s unaudited consolidated net sales for the six months ended June 29, 2024.

(2)Reflects the impact of the acquisition of Mueller (July 2024) as if the transaction occurred on January 1, 2021.

(3)Reflects the impact of the acquisitions of Prime Window Systems, LLC (April 2021), Cascade Windows, Inc. (August 2021), Union Corrugating Company Holdings, Inc. (December 2021), M.A.C. Metal Architectural Inc. (August 2023), Eastern Architectural Systems (December 2023) and Harvey Building Products Corp. (April 2024) as if the transactions occurred on January 1, 2021.

(4)Reflects the impact of the divestitures of the insulated metal panels (“IMP”) and the roll-up sheet doors (“DBCI”) businesses (August 2021) and metal coil coatings (“Coaters”) business (June 2022).

The following tables present a reconciliation of net sales to pro forma net sales by reportable segment:

Aperture Solutions


			Year Ended December 31, 2022								Six Months Ended
	Predecessor				Successor		Combined *		Successor
(in thousands)	Year Ended December 31, 2021		January 1, 2022 through July 24, 2022		July 25, 2022 through December 31, 2022		Year Ended December 31 2022		Year Ended December 31, 2023		July 1, 2023		June 29, 2024		Twelve Months Ended June 29, 2024(1)
											Unaudited
Net sales	$	2,322,277	$	1,643,619	$	1,246,411	$	2,890,030	$	2,476,870	$	1,252,244	$	1,202,850	$	2,427,476
Impact of acquisitions(2)	470,665		243,412		167,086		410,498		387,455		194,990		90,690		283,156
Pro forma net sales	$	2,792,942	$	1,887,031	$	1,413,497	$	3,300,528	$	2,864,325	$	1,447,234	$	1,293,540	$	2,710,632

(1)Derived by subtracting the reportable segment historical unaudited net sales for the six months ended July 1, 2023, from the reportable segment historical audited net sales for the twelve months ended December 31, 2023 and then adding the reportable segment unaudited sales for the six months ended June 29, 2024.

(2)Reflects the impact of the acquisitions of Prime Window Systems, LLC (April 2021), Cascade Windows, Inc. (August 2021), Eastern Architectural Systems (December 2023), and Harvey Building Products Corp. (April 2024) as if the transactions occurred on January 1, 2021.

Surface Solutions


			Year Ended December 31, 2022								Six Months Ended
	Predecessor				Successor		Combined *		Successor
(in thousands)	Year Ended December 31, 2021		January 1, 2022 through July 24, 2022		July 25, 2022 through December 31, 2022		Year Ended December 31 2022		Year Ended December 31, 2023		July 1, 2023		June 29, 2024		Twelve Months Ended June 29, 2024(1)
											Unaudited
Net sales	$	1,364,080	$	839,130	$	592,449	$	1,431,579	$	1,264,173	$	604,113	$	610,392	$	1,270,452
Impact of acquisitions(2)	30,853		22,387		13,902		36,290		23,830		19,066		—		4,765
Pro forma net sales	$	1,394,933	$	861,517	$	606,351	$	1,467,869	$	1,288,003	$	623,179	$	610,392	$	1,275,217

(2)Reflects the impact of the acquisition of M.A.C. Metal Architectural Inc. (August 2023) as if the transaction occurred on January 1, 2021.

Shelter Solutions


			Year Ended December 31, 2022								Six Months Ended
	Predecessor				Successor		Combined *		Successor
(in thousands)	Year Ended December 31, 2021		January 1, 2022 through July 24, 2022		July 25, 2022 through December 31, 2022		Year Ended December 31 2022		Year Ended December 31, 2023		July 1, 2023		June 29, 2024		Twelve Months Ended June 29, 2024(1)
											Unaudited
Net sales	$	1,896,780	$	1,253,335	$	905,288	$	2,158,623	$	1,661,391	$	850,949	$	696,747	$	1,507,189
Impact of acquisitions, Mueller(2)	397,939		279,034		188,951		467,985		391,521		191,599		179,915		379,837
Impact of acquisitions, Other(3)	261,951		—		—		—		—		—		—		—
Impact of divestitures(4)	(448,601)		(112,541)		—		(112,541)		—		—		—		—
Pro forma net sales	$	2,108,068	$	1,419,829	$	1,094,239	$	2,514,067	$	2,052,912	$	1,042,548	$	876,662	$	1,887,026

(2)Reflects the impact of the acquisition of Mueller (July 2024) as if the transaction occurred on January 1, 2021.

(3)Reflects the impact of the acquisition of Union Corrugating Company Holdings, Inc. (December 2021) as if the transaction occurred on January 1, 2021.

(4)Reflects the impact of the divestitures of IMP and DBCI businesses (August 2021) and Coaters business (June 2022).

The following table presents a reconciliation of net income (loss) to adjusted EBITDA, pro forma adjusted EBITDA, and free cash flow:


			Year Ended December 31, 2022								Six Months Ended
	Predecessor				Successor		Combined *		Successor
(in thousands)	Year Ended December 31, 2021		January 1, 2022 through July 24, 2022		July 25, 2022 through December 31, 2022		Year Ended December 31 2022		Year Ended December 31, 2023		July 1, 2023		June 29, 2024		Twelve Months Ended June 29, 2024(1)
											Unaudited
Net income (loss)	$	665,859	$	483,786	$	(63,496)	$	420,290	$	(75,525)	$	(51,141)	$	(125,794)	$	(150,178)
Interest expense	191,301		101,078		157,191		258,269		380,706		186,425		201,567		395,848
Foreign exchange (gain) loss	3,749		(686)		4,809		4,123		(6,768)		(6,447)		6,786		6,465
(Gain) loss on extinguishment of debt	42,234		(28,354)		(474)		(28,828)		184		184		—		—
Other income, net	(1,866)		(101)		(1,140)		(1,241)		(15,013)		(4,805)		(3,556)		(13,764)
Income taxes expense (benefit)	235,968		165,814		(15,073)		150,741		(43,390)		(19,325)		(16,190)		(40,255)
Income from operations	1,137,245		721,537		81,817		803,354		240,194		104,891		62,813		198,116
Depreciation and amortization	292,901		166,177		130,153		296,330		412,597		237,824		192,855		367,628
Strategic development and acquisition related costs	27,875		49,560		8,116		57,676		25,042		16,537		13,306		21,811
Acquired inventory step-up	—		1,238		66,400		67,638		—		—		1,180		1,180
(Gain) loss on divestitures	(831,252)		(401,413)		921		(400,492)		10,080		—		—		10,080
Gain on legal settlements	—		(76,575)		—		(76,575)		—		—		—		—
Long-term incentive plan	29,003		17,099		24,248		41,347		24,855		3,773		15,423		36,505
Facility closure charges and employee separation	—		92		8,953		9,045		23,068		11,431		2,757		14,394
Fair value of contingent consideration	—		—		—		—		—		—		1,443		1,443
Impairment	22,210		—		—		—		—		—		—		—
Other	17,953		582		481		1,063		9,577		5,246		15,021		19,352
Adjusted EBITDA	695,935		478,297		321,089		799,386		745,413		379,702		304,798		670,509
Impact of acquisitions, Mueller(2)	27,334		48,930		20,485		69,415		42,268		13,534		29,200		57,934
Impact of acquisitions(3)	89,319		44,086		29,915		74,001		72,746		37,988		11,292		46,050
Impact of divestitures(4)	(81,123)		(24,355)		—		(24,355)		—		—		—		—
Pro forma adjusted EBITDA	$	731,465	$	546,958	$	371,489	$	918,447	$	860,426	$	431,224	$	345,290	$	774,493
Capital expenditures	$	(114,715)	$	(64,848)	$	(98,008)	$	(162,856)	$	(193,935)	$	(79,100)	$	(102,076)	$	(216,911)
Free cash flows	$	616,750	$	482,110	$	273,481	$	755,591	$	666,491	$	352,124	$	243,214	$	557,582

(1)Derived by subtracting Cornerstone Building Brands, Inc.'s historical unaudited consolidated statement of loss for the six months ended July 1, 2023, from Cornerstone Building Brands, Inc.'s historical audited consolidated statement of loss for the twelve months ended December 31, 2023 and then adding Cornerstone Building Brands, Inc.'s unaudited consolidated statement of loss for the six months ended June 29, 2024.

(2)Reflects the impact of the acquisition of Mueller (July 2024) as if the transaction occurred on January 1, 2021.

(3)Reflects the impact of the acquisitions of Prime Window Systems, LLC (April 2021), Cascade Windows, Inc. (August 2021), Union Corrugating Company Holdings, Inc. (December 2021), M.A.C. Metal Architectural Inc. (August 2023), Eastern Architectural Systems (December 2023), and Harvey Building Products Corp. (April 2024) as if the transactions occurred on January 1, 2021.

(4)Reflects the impact of the divestitures of IMP and DBCI businesses (August 2021) and Coaters business (June 2022).

The following tables present a reconciliation of adjusted reportable segment EBITDA and pro forma adjusted reportable segment EBITDA:

Aperture Solutions


			Year Ended December 31, 2022								Six Months Ended
	Predecessor				Successor		Combined *		Successor
(in thousands)	Year Ended December 31, 2021		January 1, 2022 through July 24, 2022		July 25, 2022 through December 31, 2022		Year Ended December 31 2022		Year Ended December 31, 2023		July 1, 2023		June 29, 2024		Twelve Months Ended June 29, 2024(1)
											Unaudited
Adjusted reportable segment EBITDA(2)	$	239,491	$	202,682	$	149,433	$	352,115	$	336,095	$	168,086	$	144,504	$	312,513
Impact of acquisitions(3)	48,517		36,447		26,438		62,885		65,751		32,163		11,292		44,881
Pro forma adjusted reportable segment EBITDA	$	288,008	$	239,129	$	175,871	$	415,000	$	401,846	$	200,249	$	155,796	$	357,394

(1)Derived by subtracting the reportable segment historical unaudited adjusted reportable segment EBITDA for the six months ended July 1, 2023, from the reportable segment historical audited adjusted reportable segment EBITDA for the twelve months ended December 31, 2023 and then adding the reportable segment unaudited adjusted reportable segment EBITDA for the six months ended June 29, 2024.

(2)The segment's measure of profit as disclosed in the "Reportable Segment and Geographical Information" note in the accompanying notes to the consolidated financial statements in the Company's periodic reports to the Securities and Exchange Commission (“SEC”).

(3)Reflects the impact of the acquisitions of Prime Window Systems, LLC (April 2021), Cascade Windows, Inc. (August 2021), Eastern Architectural Systems (December 2023), and Harvey Building Products Corp. (April 2024) as if the transactions occurred on January 1, 2021.

Surface Solutions


			Year Ended December 31, 2022								Six Months Ended
	Predecessor				Successor		Combined *		Successor
(in thousands)	Year Ended December 31, 2021		January 1, 2022 through July 24, 2022		July 25, 2022 through December 31, 2022		Year Ended December 31 2022		Year Ended December 31, 2023		July 1, 2023		June 29, 2024		Twelve Months Ended June 29, 2024(1)
											Unaudited
Adjusted reportable segment EBITDA(2)	$	265,671	$	143,880	$	57,331	$	201,211	$	224,561	$	87,806	$	117,675	$	254,430
Impact of acquisitions(3)	8,612		7,639		3,477		11,116		6,994		5,825		—		1,169
Pro forma adjusted reportable segment EBITDA	$	274,283	$	151,519	$	60,808	$	212,327	$	231,555	$	93,631	$	117,675	$	255,599

(3)Reflects the impact of the acquisition of M.A.C. Metal Architectural Inc. (August 2023) as if the transaction occurred on January 1, 2021.

Shelter Solutions


			Year Ended December 31, 2022								Six Months Ended
	Predecessor				Successor		Combined *		Successor
(in thousands)	Year Ended December 31, 2021		January 1, 2022 through July 24, 2022		July 25, 2022 through December 31, 2022		Year Ended December 31 2022		Year Ended December 31, 2023		July 1, 2023		June 29, 2024		Twelve Months Ended June 29, 2024(1)
											Unaudited
Adjusted reportable segment EBITDA(2)	$	323,533	$	209,156	$	177,537	$	386,693	$	322,874	$	189,384	$	110,798	$	244,288
Impact of acquisitions, Mueller(3)	27,334		48,930		20,485		69,415		42,268		13,534		29,200		57,934
Impact of acquisitions, Other(4)	32,190		—		—		—		—		—		—		—
Impact of divestitures(5)	(81,123)		(24,355)		—		(24,355)		—		—		—		—
Pro forma adjusted reportable segment EBITDA	$	301,934	$	233,731	$	198,022	$	431,753	$	365,142	$	202,918	$	139,998	$	302,222

(3)Reflects the impact of the acquisition of Mueller (July 2024) as if the transaction occurred on January 1, 2021.

(4)Reflects the impact of the acquisition of Union Corrugating Company Holdings, Inc. (December 2021) as if the transaction occurred on January 1, 2021.

(5)Reflects the impact of the divestitures of IMP and DBCI businesses (August 2021) and Coaters business (June 2022).

Reconciliation of Net Income to Adjusted EBITDA for Mueller

The following table presents a reconciliation of net income to adjusted EBITDA for Mueller:


(in thousands)	Year Ended December 31, 2022		Year Ended December 31, 2023		Twelve Months Ended June 29, 2024(1)
Net sales	$	467,985	$	391,521	$	379,837

Net income	$	94,056	$	28,291	$	47,588
Income tax expense	17,259		9,946		12,581
Depreciation and amortization	7,580		8,628		8,656
EBITDA	118,895		46,865		68,825
Income on equity investments	(1,379)		(1,443)		(1,343)
Interest income	(134)		(2,412)		(3,239)
LIFO reserve adjustment	(49,391)		(1,242)		(1,242)
Settlement	—		—		(2,131)
Other	1,424		500		(2,936)
Adjusted EBITDA	$	69,415	$	42,268	$	57,934

(1)Derived by subtracting Mueller’s historical consolidated income statement for the six months ended June 30, 2023 from Mueller’s historical consolidated income statement for the twelve months ended December 31, 2023 and then adding Mueller’s consolidated income statement for the six months ended June 30, 2024. Certain of the adjustments used to calculate net sales and adjusted EBITDA for the twelve months ended June 29, 2024 are based on assumptions and estimates that are believed to be reasonable in nature but that may prove to be incorrect.

Certain statements and information in this Current Report on Form 8-K constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “estimate,” “believe,” “anticipate,” “guidance,” “plan,” “potential,” “expect,” “should,” “will,” “forecast,” “target” and similar expressions are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. As a result, these forward-looking statements rely on a number of assumptions, forecasts and estimates, and therefore, these forward-looking statements are subject to a number of risks and uncertainties that may cause the Company’s actual performance to differ materially from that projected in such statements. Such forward-looking statements may include, but are not limited to, statements concerning our ability to achieve potential costs savings and synergies and other performance expectations. Among the factors that could cause actual results to differ materially include, but are not limited to, challenging macroeconomic conditions affecting the residential, commercial and repair and remodeling construction industry and markets, including increasing interest rates, and demand in new construction and repair and remodeling; commodity price volatility or limited availability of raw materials, including steel, polyvinyl chloride resin, aluminum, and glass due to supply chain disruptions; increases in the macroeconomic inflationary environment and our ability to react accordingly; 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 of consumers and builders in obtaining credit or financing; our ability to successfully implement operational efficiency initiatives, including to increase automation and mitigate increases in our manufacturing costs; our ability to successfully achieve price increases to offset cost increases; 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 and international economies and in the credit markets; an impairment 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, 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 environmental, social and governance; 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; potential personal injury, property damage or product liability claims or other types of litigation, including stockholder litigation related to our acquisition by investment funds managed by Clayton, Dubilier and Rice, LLC; 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; increases in tariffs or import and trade restrictions; 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; and the effect of increased interest rates on our ability to service our debt. See also the “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and other risks described in documents subsequently filed by the Company from time to time with the SEC, which identify important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in these forward-looking statements.

The information in this Form 8-K includes certain information regarding the results of operations of Mueller for the years ended December 31, 2023 and 2022, the six months ended June 29, 2024 and July 1, 2023 and the twelve months ended June 29, 2024. The information regarding the results of operations of Mueller is based on good faith estimates of management derived entirely from financial information provided by the management of Mueller, pursuant to applicable accounting principles for such entity, which may differ from GAAP, and includes results for such entity prior to our ownership and control of such entity, prior to our ownership and control of Mueller. Accordingly, although we believe such information to be accurate, such information cannot be independently verified by our management. Certain of the adjustments used to calculate adjusted EBITDA of Mueller are based on assumptions and estimates of the management of Mueller that may prove to be incorrect.

SIGNATURE

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


			CORNERSTONE BUILDING BRANDS, INC.

			By:			/s/ Jeffrey S. Lee
						Name: Jeffrey S. Lee
						Title: Executive Vice President and Chief Financial Officer

Date: July 29, 2024

Cornerstone Building Brands, Inc. 8-K