Item 2.02. Results of Operations and Financial Condition.
On November 10, 2020, Cornerstone issued a press release (the "Press Release")
announcing Cornerstone's financial results for the fiscal quarter ended
October 3, 2020. A copy of the Press Release is attached as Exhibit 99.1.
Additionally, the slide presentation being used in connection with the Company's
previously announced November 11, 2020 webcast and conference call to discuss
its third quarter 2020 results (the "Supplemental Presentation") is available in
the Investor Relations section of the Company's website at
www.cornerstonebuildingbrands.com.
Cornerstone's Press Release and Supplemental Presentation include Adjusted
EBITDA, Adjusted Operating Income, Adjusted Net Income (Loss) Applicable to
Common Shares, Adjusted Net Income (Loss) Per Diluted Common Share, Pro Forma
Net Sales, Pro Forma Gross Profit, and Pro Forma Adjusted EBITDA which are
non-GAAP financial measures. Adjusted EBITDA excludes restructuring and
impairment charges, strategic development and acquisition related costs,
goodwill impairment, COVID-19 related costs, non-cash gain (loss) on foreign
currency transactions, non-cash charges of purchase price allocation to
inventory, customer inventory buybacks, and share-based compensation. Adjusted
Operating Income excludes restructuring and impairment charges, strategic
development and acquisition related costs, goodwill impairment, COVID-19 related
costs, non-cash charges of purchase price allocation to inventory, and customer
inventory buybacks. Adjusted Net Income (Loss) Applicable to Common Shares and
Adjusted Net Income (Loss) Per Diluted Common Share exclude restructuring and
impairment charges, strategic development and acquisition related costs,
goodwill impairment, COVID-19 related costs, non-cash gain (loss) on foreign
currency transactions, non-cash charges of purchase price allocation to
inventory, customer inventory buybacks, and the tax effect of the applicable
non-GAAP adjustments. Adjusted EBITDA is calculated based on the terms contained
in Cornerstone's term loan credit agreement.
Adjusted EBITDA, Adjusted Operating Income, Adjusted Net Income (Loss)
Applicable to Common Shares, Adjusted Net Income (Loss) Per Diluted Common
Share, Pro Forma Net Sales, Pro Forma Gross Profit, and Pro Forma Adjusted
EBITDA are measures used by management and, therefore, provided to investors to
provide comparability between periods of underlying operational results.
Adjusted EBITDA, Adjusted Operating Income, Adjusted Net Income (Loss)
Applicable to Common Shares, Adjusted Net Income (Loss) Per Diluted Common
Share, Pro Forma Net Sales, Pro Forma Gross Profit, and Pro Forma Adjusted
EBITDA should not be considered in isolation or as substitutes for net income
(loss), operating income (loss), net income (loss) applicable to common shares,
net income (loss) per diluted common share or revenue determined in accordance
with generally accepted accounting principles in the United States. The non-GAAP
financial measures and reconciliations thereof to the most directly comparable
measures prepared in accordance with generally accepted accounting principles
are included in the Press Release furnished as Exhibit 99.1 hereto.
The information in this Item 2.02 and in Exhibit 99.1 which is attached to this
Form 8-K shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise
subject to the liabilities of that Section, nor shall they be deemed
incorporated by reference in any registration statement or other filing under
the Securities Act of 1933, as amended, or the Exchange Act, except in the event
that Cornerstone expressly states that such information is to be considered
"filed" under the Exchange Act or incorporates it by specific reference in such
filing.

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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.             Description
99.1                      Press Release dated November 10, 2020
104                     Cover Page Interactive Data File (embedded within the Inline XBRL document)

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