What changed in this filing

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Item 1. Business

2021-02-23 compared with 2020-02-24 · 171 added, 96 removed, 156 unchanged (63% of the section changed)

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Our customers include wholesale distributors and retailers as well as individual contractors and consumers.

As a result, our business is highly diversified by distribution channel, geography, and construction application as illustrated below:

Our business is highly diversified by distribution channel, geography, and construction application as illustrated below:

2020 Net Revenues $4,236 million

Distribution Channel

Construction Application (1)

Channel Geography Construction Application (1)

(1) Percentage of net revenues by construction application is management’s estimate based on the end markets into which our customers sell.

As one of the largest door and window companies in the world, we have invested significant capital to build a business platform that we believe is unique among our competitors.

We operate 142 manufacturing and distribution facilities in 20 countries, located primarily in North America, Europe, and Australia.

We operate approximately 140 manufacturing and distribution facilities in 19 countries, located primarily in North America, Europe, and Australia.

Our global manufacturing footprint is strategically sized and located to meet the delivery requirements of our customers.

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The subsequent decades were a time of successful expansion and growth as we added different businesses and product categories such as interior doors, exterior steel doors, and vinyl windows.

Our first overseas acquisition was Norma Doors in Spain in 1992 and since then we have acquired or established numerous businesses in Europe, Australia, Asia, Canada, Mexico, and Chile, making us a truly global company.

Our first overseas acquisition was Norma Doors in Spain in 1992 and since then we have acquired or established numerous businesses in Europe, Australia, Asia, Canada, and Mexico, making us a truly global company.

In October 2011, certain funds managed by affiliates of Onex acquired a majority of the combined voting power in the Company through the acquisition of convertible debt and convertible preferred equity.

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Our current management team has extensive experience driving operational improvement, innovation, and growth, both organically and through acquisitions.

On February 1, 2017, we closed an IPO of 28.75 million shares of our Common Stock at a public offering price of $23.00 per share.

We sold 22.27 million shares and Onex sold 6.48 million shares from which we did not receive any proceeds.

We received $472.4 million after deducting underwriters’ discounts and commissions and other offering expenses.

We used a portion of the net

proceeds from the IPO to repay $375.0 million of indebtedness outstanding under our Term Loan Facility and used the remaining net proceeds for working capital and other general corporate purposes, including sales and marketing activities, general and administrative matters, capital expenditures, and to invest in or acquire complementary businesses, products, services, technologies, or other assets.

In May and November 2017, we completed secondary public offerings of 16.1 million and 14.4 million shares, respectively, of our Common Stock, substantially all of which were owned by Onex.

As of December 31, 2020, Onex owned approximately 32.6% of our outstanding shares of Common Stock.

In February 2017, we completed an initial public offering of our Common Stock on the New York Stock Exchange under the symbol “JELD.”

Our Business Strategy and Operating Model

We strive to achieve best-in-industry financial performance through the disciplined execution of:

initiatives to drive profitable organic revenue growth, including new product development, investments in our brands and marketing, channel management, and pricing optimization;

operational excellence programs to improve our profit margins and free cash flow, including deployment of our business operating system, the JELD-WEN Excellence Model, or JEM, and our facility rationalization and modernization initiative;

disciplined and balanced capital allocation with a focus on maximizing returns.

The execution of our strategy is supported and enabled by a relentless focus on talent management.

Over the long term, we believe that the implementation of our strategy is largely within our control and is less dependent on external factors.

The key elements of our strategy are described further below.

Drive Profitable Organic Growth

We seek to deliver profitable organic revenue growth through several strategic initiatives, including new product development, brand and marketing investment, channel management, and continued pricing optimization.

These strategic initiatives will drive our mix to include more value-added, higher margin products.

New Product Development :

Our management team has renewed our focus on innovation and new product development.

We believe that leading the market in innovation will enhance demand for our products, increase the rate at which our products are specified into home and non-residential designs, and allow us to sell a higher margin product mix.

Our new product innovations include material substitution opportunities (Auraline composite windows), solutions to meet changing building codes (Alumiere thermally broken windows), and the use of new technologies (fiberglass door systems and Finishield for vinyl windows).

Brand and Marketing Investment :

We continue to make meaningful investments in new marketing initiatives designed to enhance the positioning of the JELD-WEN family of brands.

Our new initiatives include marketing campaigns focused on the distributor, builder, architect, and consumer communities.

Channel Management :

We are implementing initiatives and investing in tools and technology to enhance our relationships with key customers, make it easier for them to source from JELD-WEN, and support their ability to sell our products in the marketplace.

These incentives help our customers grow their businesses in a profitable manner while also improving our sales volumes and the margin of our product mix.

Pricing Optimization :

We are focused on profitable growth and will continue to employ a strategic approach to pricing our products.

Pricing discipline is an important element of our effort to improve our profit margins and earn an appropriate return on our invested capital.

Expand Our Margins and Free Cash Flow Through Operational Excellence

With 142 manufacturing and distribution facilities around the world and over 23,300 dedicated employees, we have a global manufacturing footprint that is unique in the door and window industry.

We believe we have identified a substantial opportunity to improve our profitability by building a culture of operational excellence and continuous improvement across all aspects of our business through our JEM initiative.

Due to our history of growth through acquisitions, historically, we were not centrally managed and had a limited focus on standard work, cost reduction, operational improvement, and strategic material sourcing.

This resulted in profit margins that were lower than our building products peers and far lower than what would typically be expected of a world-class industrial company.

Our senior management team has a proven track record of implementing operational excellence programs at some of the world’s leading industrial manufacturing businesses, and we believe the same successes can be realized at JELD-WEN.

Key areas of focus for JEM deployment include:

reducing labor costs, overtime, and waste by optimizing planning and manufacturing processes;

reducing or minimizing increases in material costs through strategic global sourcing and value-added re-engineering of components, in part by leveraging our significant spend and the global nature of our purchases;

reducing warranty costs by improving quality;

a JEM-enabled facility rationalization and modernization initiative that will reduce overhead costs and complexity, while increasing our overall capacity and improving our service levels.

Disciplined and Balanced Capital Allocation

We believe there is a significant opportunity to increase shareholder value by deploying our free cash flow in a balanced manner between strategic M&A, balance sheet management, and share repurchases.

Our approach to capital allocation includes a disciplined, returns-focused evaluation of opportunities for both internal and external investments.

We have developed a disciplined governance process for identifying, evaluating, and integrating acquisitions.

Since 2015, we have completed 14 acquisitions across North America, Europe, and Australasia.

Our M&A focuses on three types of opportunities:

Expansion in Existing Markets :

The competitive landscape in several of our key markets remains highly fragmented, which creates an opportunity for us to acquire businesses that will enhance our market-leading positions and realize synergies through the elimination of duplicate costs.

Our acquisitions of Mattiovi (Finland), Dooria (Norway), Kolder (Australia), Trend (Australia), and A&L (Australia) are examples of this strategy.

Enhancing Our Portfolio of Products and Service Offerings :

We strive to provide the broadest range of doors and windows to our customers so that we can enhance our share of their overall spend.

Along with our organic new product development pipeline, we seek to expand our door and window product and service portfolio by acquiring companies that have developed unique products, technologies, or value-added services.

Our acquisitions of Karona (stile and rail doors), LaCantina (folding and sliding wall systems), Aneeta (sashless windows), Breezway (louver windows), MMI Door (value-added supplier of customized door systems), Domoferm (steel frames and doors), ABS (value-added supplier of millwork to both residential and commercial channels), and VPI (vinyl windows for mid-rise multi-family, institutional, hospitality, and commercial properties) are examples of this strategy.

Product Adjacencies and New Geographies :

Opportunities also exist to expand our company through the acquisition of complementary door and window manufacturers in new geographies as well as providers of product adjacencies.

While this has not been a major focus in recent years, we expect it to be a key element in our long-term growth.

In addition to M&A and optimizing our financial leverage, we seek opportunities to create value by opportunistically repurchasing our Common Stock.

In 2018, our Board of Directors approved a $250.0 million share repurchase authorization, under which we repurchased $20.0 million and $125.0 million of our Common Stock during 2019 and 2018, respectively.

In November 2019, the Board of Directors authorized an increase to the remaining authorization under the share repurchase program to a total of $175.0 million of our Common Stock with no expiration date.

We will continue to balance the growth, strategic fit, and returns potential of internal and external investments against optimizing our balance sheet and the return potential of purchasing our own shares.

We strive to achieve best-in-industry financial performance and shareholder returns through the disciplined execution of our strategic growth drivers which include:

• initiatives to drive profitable organic revenue growth, including new product development and innovation, investments in our brands and marketing, commercial excellence programs such as customer segmentation, and pricing optimization;

• an operational excellence model designed to improve our profit margins, including lean tools to drive manufacturing productivity savings and cycle time improvements, as well as fixed-cost savings and quality enhancements from our global facility rationalization and modernization initiative;

• high conversion of earnings to free cash flow and disciplined capital allocation designed to maximize shareholder returns in a balanced manner between debt reduction, strategic acquisitions, and share repurchases;

• growing a premier performing culture with high employee engagement, supported by our values and a relentless focus on talent management.

The execution of our strategy is supported and enabled by a relentless focus on the deployment of the JELD-WEN Excellence Model, or JEM, which is our global business operating system.

JEM creates a culture of continuous improvement through standard work, problem solving tools, and lean thinking.

We believe that JEM is the foundation to drive business transformation across all aspects of the entire global enterprise.

Over the long term, we believe that the implementation of these strategic drivers is largely within our control and is less dependent on external factors.

We provide a broad portfolio of interior and exterior doors, windows, and related products manufactured from a variety of wood, metal, and composite materials offered across a full spectrum of price points.

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We offer a full line of residential interior and exterior door products, including patio doors and folding or sliding wall systems.

Our non-residential door product offering is concentrated in

Europe, where we are a leading non-residential door provider by net revenues in Germany, Austria, Switzerland, and Scandinavia.

Our non-residential door product offering is concentrated in Europe, where we are a leading non-residential door provider by net revenues in Germany, Austria, Switzerland, and Scandinavia.

In order to meet the design, durability, and energy efficiency requirements of our customers, our product portfolio encompasses many types of materials, including wood veneer, composite wood, steel, glass, and fiberglass that satisfy a range of price points from mid-level to high-end.

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For example, our high-performance wood and vinyl windows with multi-pane glazing and superior energy efficiency properties are in greater demand in Canada and the northern U.S.

By contrast, our lower-cost aluminum framed windows are popular in some regions of the southern U.S., while in coastal Florida certain local building codes require windows that can withstand the impact of debris propelled by hurricane-force winds.

By contrast, our lower-cost aluminum framed windows are popular in some regions of the southern U.S., while in coastal Florida certain local building codes require windows that can

withstand the impact of debris propelled by hurricane-force winds.

Wood windows are prevalent as a high-end option in all of our markets because they possess both insulating qualities and the beauty of natural wood.

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We believe that our total market opportunity in Europe also includes other European countries, other door product lines, related building products, and value-added services.

While economic activity has slowed modestly in Europe, new construction and R&R activity is expected to remain stable over the next several years.

New construction and R&R activity is expected to remain stable over the next several years and we believe opportunity in Europe includes the introduction of new product offerings.

In our Australasia segment, we compete primarily in the market for residential doors and windows in Australia, where we hold a leading position by net revenues.

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For example, we also sell a full line of shower enclosures and closet systems throughout Australia.

The market for residential new construction in Australia contracted in 2019, primarily due to government-imposed rules that restricted credit availability for homebuyers.

While the Australian government has taken accommodative actions to increase credit availability and spur demand growth, the market for new home construction is expected to remain soft during early 2020 before accelerating modestly.

The market for residential new construction in Australia contracted over the last two years, primarily due to government-imposed rules that restricted credit availability for homebuyers, increased immigration restrictions limiting population growth due to COVID-19, and continued downward economic results further extended due to the pandemic.

Financial information regarding our segments is included in Note 16 - Segment Information to our financial statements included in this Form 10-K.

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We actively market and sell our products directly to our customers around the world through our global sales force and indirectly through our marketing and branding initiatives, which includes our enhanced social media presence.

Our global sales force, which is organized and managed regionally, focuses on building and maintaining relationships with key customers as well as

managing customer supply needs and arranging in-store promotional initiatives.

Our global sales force, which is organized and managed regionally, focuses on building and maintaining relationships with key customers as well as managing customer supply needs and arranging in-store promotional initiatives.

In North America, we also have a dedicated team that focuses on our large home center customers.

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For example, we are in the process of deploying Salesforce.com on a global basis, which will provide us with a common global customer relationship management platform.

In addition, we are in the process of simplifying our order entry process by implementing online configuration tools.

We have introduced an electronic ordering system for easy order placement, and we intend to expand our online retail sales.

In addition, we are investing in our online ordering tools to simplify our order entry process.

We have introduced an electronic ordering system for easy order placement, and we are expanding our online retail sales.

We have restructured the commission and incentive plans of our sales team to drive focus on achieving profitable growth.

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We believe that the global nature of our research and development capabilities is unique among our door and window competition.

An example of global sharing of innovation is the “soft close” door system, which is based on hardware originally designed and manufactured by our European operations that is now being offered in North America and Australia.

An example of global sharing of innovation is the Shaker door series, which is manufactured at our Indonesia operations and is now offered to our North American customers.

Additionally, we have successfully launched new door designs into our North American market, including our Moda Door Collection that was originally developed for the Australian market.

We sell our products worldwide and have well-established relationships with numerous customers throughout the door and window distribution chain in each of our end markets, including retail home centers, wholesale distributors, and building product dealers that supply homebuilders, contractors, and consumers.

Our wholesale customers include such industry leaders as BMC/Stock Building Supply, ProBuild/Builders First Source, Saint-Gobain, and the Holzring group.

Our wholesale customers include such industry leaders as ProBuild/Builders First Source (which also includes BMC/Stock Building Supply), Saint-Gobain, and the Holzring group.

Our home center customers include, among others, The Home Depot, Lowe’s, and Menards in North America;

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The competitive landscape in Australia is varied across the door and window markets.

Australian door market, Hume Doors is our primary competitor, while in the window, shower screen, and wardrobe markets we largely compete against a fragmented set of smaller companies.

In the Australian door market, Hume Doors is our primary competitor, while in the window, shower screen, and wardrobe markets we largely compete against a fragmented set of smaller companies.

Intellectual Property

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We intend to maintain the trademark registrations listed below so long as they remain valuable to our business.

window and door trademarks include JELD-WEN, AuraLast, VPI™, MiraTEC, Extira, LaCANTINA, Karona, ImpactGard, JW, Aurora, MMI Door®, IWP, and ABS.

window and door trademarks include JELD-WEN ® , AuraLast ® , VPI™, MiraTEC ® , Extira ® , LaCANTINA ® , Karona ® , ImpactGard ® , JW ® , Aurora ® , MMI Door ® , IWP ® , True BLU ® , and ABS ® .

Our trademarks are either registered or have long been used as a common law trademark by the Company.

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include the Stegbar ® , Regency ® , William Russell Doors ® , Airlite ® , Trend ® , The Perfect Fit™, Aneeta ® , Breezway ® , Kolder™, Corinthian ®, and A&L ® marks in Australia, and Swedoor ® , Dooria ® , DANA ® , Mattiovi™, Alupan ® , and Domoferm ® in Europe.

As of December 31, 2019 , we employed approximately 23,300 people.

Environmental, Social, and Governance Matters

Human Capital Resources

We believe that the success of our mission is realized by the engagement and empowerment of our employees and we are committed to investing in our people.

Our senior leadership team, including our Chief Executive Officer and our Executive Vice President, Human Resources, is responsible for developing and executing our human capital strategy.

This includes the attraction, retention, development, and engagement of talent.

In addition, our Executive Vice President, Human Resources regularly updates senior management and our Board of Directors on the operation and status of our human capital management.

As of December 31, 2020, we employed over 23,000 people.

Of our total number of employees, approximately 11,500 are employed in operations included in our North America segment and corporate operations, approximately 7,300 are employed in operations included in our Europe segment, and approximately 4,200 are employed in operations included in our Australasia segment.

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We believe we have satisfactory relationships with our employees and our organized labor unions.

Environmental Matters

Health and Safety

We strive to operate in a way that prioritizes the health and safety of our employees, business partners, and the communities in which we operate.

JELD-WEN's commitment to the environmental health and safety (“EH&S”) of our associates is foundational and embedded in our values.

Nothing takes precedence over safety.

Our EH&S programs are designed around global policies and standards and a commitment to complying with or exceeding applicable requirements within our manufacturing, service and install, and headquarter operations.

We proactively implement management systems consistent with ISO 14001 and 45001 requirements to prevent EH&S 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 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 the threat of retaliation.

Our management and Board of Directors also periodically review our health and safety practices to address ongoing effectiveness and compliance.

Diversity and Inclusion

We believe that a diverse and engaged workforce is a strong competitive advantage and we strive to create an environment where individuals of all backgrounds can fully contribute and maximize their potential.

Our employees are encouraged to bring their authentic selves to the workplace and work together to enrich a culture of inclusivity and belonging.

Senior leadership teams review their succession plans, as well as their broader workforce demographics, on a regular cadence to ensure underrepresented groups are being offered fair consideration for open roles and internal promotions.

We believe diversity and inclusion begins as we source potential talent for the Company.

We recruit from historically black colleges and universities, partner with affinity groups and veterans’ organizations, and work with minority owned recruiting firms to ensure managers are presented with diverse candidate pools for their workforce needs.

As part of our human capital strategy we incorporate mentoring programs, support employee resources groups, and facilitate training sessions into our annual initiatives.

Training and Talent Development

We strive to not only attract and retain great talent but are committed to the continued development of our workforce.

We invest in formal leadership development programs that help prepare senior leaders for succession into executive roles, in regional programs to accelerate the leadership conversion of mid-level managers, and in focused efforts to upskill our front-line leaders.

Retaining and developing early career talent is an additional focus.

Across our teams, we welcome apprenticeship and work study arrangements that seed talent into manufacturing and team lead roles.

In North America specifically, we offer a summer internship program and a multi-year cross-functional rotational program to identify, attract, and accelerate the growth of an internal pipeline of future managers.

In our regions, we seek out, seed, and utilize financial grants and social educational investment requirements to reinvest in the ongoing learning and development needs of our diverse global workforce.

Internal job opportunities are posted for employees to review and our internal mobility philosophy encourages employees to apply for roles after they have passed 12 months on a job.

Our human capital management system allows employees to document their skills, prior work experiences, and desired future areas of growth.

As part of the annual performance management process, managers and employees meet to review individual development plans and discuss actions for ongoing growth and development.

The company continues to invest in its employees through new global learning platforms, content libraries, and additional formal and informal training programs.

Employee Engagement

We manage and measure our organizational health 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 annually through our global census survey and strive to increase our engagement scores year over year.

To assist in this formal effort, all people 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;

they also carry engagement goals on their individual annual goal plans.

Engagement is also managed and measured at the local level.

Each region, as well as the local facilities, host engagement events that align to the Company values of Investing in People, while also positively impacting the communities in which we work and live.

Environmental Sustainability

We strive to conduct our business in a manner that is environmentally sustainable and demonstrates environmental stewardship.

Toward that end, we pursue processes that are designed to minimize waste, maximize efficient utilization of materials, and conserve resources, including using recycled and reused materials to produce portions of our products.

We offer a variety of products that contain pre-consumer recycled content, such as our vinyl windows, aluminum cladding, and window glass.

produced pine wood windows and select patio doors and door frames are made from AuraLast ® pine, which is a proprietary, water-based wood protection process that results in a decrease of VOCs (volatile organic compounds) released during production.

In addition, we manufacture many products that meet local green building provisions and top nationally recognized environmental programs.

We continue to evaluate and modify our manufacturing and other processes on an ongoing basis to further reduce our impact on the environment.

Environmental Regulatory Actions

The geographic breadth of our facilities and the nature of our operations subject us to extensive environmental, health, and safety laws and regulations in jurisdictions throughout the world.

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and foreign governmental authorities in jurisdictions in which we operate and are obligated to make certain expenditures in settlement of those actions.

We do not expect expenditures for compliance with environmental laws and regulations to have a material adverse effect on our results of operations or competitive position.

We do not expect expenditures for compliance with environmental laws and regulations to have a material adverse effect on our financial position or competitive position.

However, the discovery of a presently unknown environmental condition, changes in environmental requirements or their enforcement, or other unanticipated events, may give rise to unforeseen expenditures and liabilities which could be material.

For more information, see Item 1A - Risk Factors - We may be subject to significant compliance costs as well as liabilities under environmental, health, and safety laws and regulations, Item 1A - Risk Factors - Risks Relating to Our Business and Industry, Item 1A - Risk Factors - We may be subject to significant compliance costs with respect to legislative and regulatory proposals to restrict emissions of GHGs.

Environmental Sustainability

We strive to conduct our business in a manner that is environmentally sustainable and demonstrates environmental stewardship.

We continue to evaluate and modify our manufacturing and other processes on an ongoing basis to further reduce our impact on the environment.

We believe it is important for our employees to share our commitment and we strive to recruit, educate, and train our employees in these values on an ongoing basis throughout their careers with us.

Environmental Regulatory Actions

In 2008, we entered into an Agreed Order with the WADOE to assess historic environmental contamination and remediation feasibility at our former manufacturing site in Everett, Washington.

As part of this agreement, we also agreed to develop a CAP, arising from the feasibility assessment.

We are currently working with WADOE to finalize our RI/FS (Remedial Investigation and Feasibility Study), and, once final, we will develop the CAP.

We estimate the remaining cost to complete our RI/FS and develop the CAP at $0.5 million, which we have fully accrued.

However, because we cannot at this time reasonably estimate the cost associated with any remedial action we would be required to undertake, we have not provided accruals for any remedial actions in our consolidated financial statements.

In 2015, we entered into a COA with the PaDEP to remove a pile of wood fiber waste from our site in Towanda, Pennsylvania, which we acquired in connection with our acquisition of CMI in 2013, by using it as fuel for a boiler at that site.

The COA replaced a 1995 Consent Decree between CMI’s predecessor Masonite, Inc.

As part of this agreement, we also agreed to develop a Corrective Action Plan (“CAP”), arising from the feasibility assessment.

On April 30, 2020, we provided the WADOE with a revised draft of our feasibility assessment.

On June 19, 2020, we received substantive comments from the WADOE that included additional remedial alternatives and changes to the scoring of the alternatives.

We worked with WADOE on its comments with respect to and the scoring of the remedial alternatives, and we submitted the draft final feasibility assessment to the WADOE in December 2020, which we considered substantially complete.

The draft final feasibility assessment included remedial alternatives ranging from $8.3 million to $57.0 million.

We expect to deliver a draft CAP to the WADOE in late-April 2021.

The final feasibility assessment and draft final of the CAP are expected to be delivered to the WADOE in May 2021.

At that time, the WADOE will release the documents to the public for a 30-day comment period.

Once the public comment period has expired and any comments incorporated, the WADOE will select the remedial actions we will be required to perform, and a final CAP will be developed and delivered to the WADOE 15 days thereafter.

While we have made provisions in our financial statements within the range of possible outcomes for this matter, it is unclear at this time which remedial actions we will be required to undertake or the cost thereof.

As a result, the cost of the final CAP could vary materially from our provisions and have a material impact on our statement of operations and statement of cash flows.

In December 2020, we entered into a COA with the PaDEP to remove a pile of wood fiber waste from our site in Towanda, Pennsylvania, which we acquired in connection with our acquisition of CMI in 2013, by using it as fuel for a boiler at that site.

The COA replaced a 2018 Consent Decree between PaDep and us.

Under the COA, we are required to achieve certain periodic removal objectives and ultimately remove the entire pile by August 31, 2025.

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If we are unable to remove this pile by August 31, 2025, then the bonds will be forfeited, and we may be subject to penalties by PaDEP.

We currently anticipate meeting all applicable removal deadlines; however, if our operations at this site decrease and we burn less fuel than currently anticipated, we may not be able to meet such deadlines.

We currently anticipate meeting all applicable removal deadlines;

however, if our operations at this site decrease and we burn less fuel than currently anticipated, we may not be able to meet such deadlines.

Government Regulation

As a public company with global operations, we are subject to the laws and regulations of the United States and multiple foreign jurisdictions.

These regulations, which differ among jurisdictions, include those related to financial and other disclosures, accounting standards, corporate governance, intellectual property, tax, trade, antitrust, employment, privacy, and anti-corruption, in addition to the environmental laws and regulations described above.

For a more detailed description of the various laws and regulations that affect our business, see Item 1A - Risk Factors.

Available Information

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Further, our references to the URLs for these websites are intended to be inactive textual references only.

Executive Officers of the Registrant

Set forth below is certain information about our executive officers.

Ages are as of February 19, 2021.

There are no family relationships among the following executive officers.

Roya Behnia , Executive Vice President, General Counsel and Chief Compliance Officer.

Behnia, age 54, joined the Company in June 2020.

She leads the global legal team, providing legal advice and guidance to the Board of Directors and the senior leadership team.

Previously Ms.

Behnia served as Senior Vice President, General Counsel for Pall Corporation and Rewards Network, Inc.

She also held senior legal counsel roles at SPX Corporation and Brunswick Corporation.

Prior to these corporate positions, Ms.

Behnia was a partner at Kirkland & Ellis in Chicago, IL.

She earned an undergraduate degree from Harvard University and a law degree from the University of Chicago Law School.

Castillo , Executive Vice President and President, North America.

Castillo, age 52, joined the Company in February 2018 as Senior Vice President, North America - Doors.

He was appointed to his current role as Executive Vice President and President, North America in May 2020.

Prior to joining the Company, Mr.

Castillo served as President of Cree Lighting from November 2016 until December 2017.

Castillo also served as Senior Vice President for Eaton Corporation’s Oil, Gas, and Petrochemical business.

Between 2001 and 2015, Mr.

Castillo held positions of increasing responsibilities with Cooper Industries and Cooper Lighting spanning various departments and divisions, including three different Vice President roles and culminating in his appointment as President of the Eaton / Cooper B-Line business.

Castillo holds a B.S.

in Electrical Engineering from Florida International University and an M.B.A.

from Columbia University’s Business School.

Craven , Executive Vice President, Human Resources.

Craven, age 52, was appointed Vice President, Employee Relations of the Company in July 2015 and was promoted to his current role as Executive Vice President, Human Resources in February 2016.

Craven is responsible for global human resources and employee relation activities.

His duties include talent acquisition, training and development, wage and benefit reviews, and employee engagement.

Previously, Mr.

Craven was employed at Eaton Corporation (formerly Cooper Industries) where he held a number of senior-level human resources roles since 2007.

Immediately prior to joining the Company, Mr.

Craven served as Vice President, Human Resources at the Crouse-Hinds Division of Eaton Corporation.

Earlier in his career, Mr.

Craven served in a number of human resources positions of increasing responsibility at both corporate and operating locations with Xerox’s Affiliated Computer Services Business and Honeywell, Inc.

Craven earned a B.S.

in Human Resource Management from Western Illinois University.

Peter Farmakis , Executive Vice President and President, Australasia.

Farmakis, age 53, joined the Company as Chief Operating Officer, Australia in September 2013 and was promoted to Executive Vice President and President, Australasia in June 2014.

Prior to joining the Company, Mr.

Farmakis served as Chief Executive Officer of Dexion Limited (which was acquired by GUD Holdings Limited in 2012) from 2007 until August 2013.

Farmakis also served in a variety of key leadership roles with numerous companies, including as Executive General Manager of Smorgon Steel Group Limited, Distribution Business;

Global Vice President of Huntsman Corporation, Advanced Materials division;

Americas Regional President of Vantico Inc.;

and Strategy & Corporate Planning Manager for Ciba-Geigy AG in Switzerland.

He began his career in research and development with ICI (Dulux) and Bayer AG.

Farmakis earned a B.S.

from the University of Wollongong and a postgraduate degree in Marketing and Finance from the University of Technology, Sydney in Australia.

Guernsey , Executive Vice President and President, Europe.

Guernsey, age 57, joined the Company as Senior Vice President, Europe in July 2019 and was promoted to Executive Vice President and President, Europe in May 2020.

Prior to joining the Company, Mr.

Guernsey served as Vice President, Finance across multiple business units of Ingersoll Rand from 2008 until 2019.

Guernsey also served in various key leadership roles at Pepsi Bottling Company, including Vice President, Finance, and Director, Worldwide Performance Management from 1997 through 2008.

Guernsey earned a B.S.

in Finance and International Business Administration and an M.B.A from Butler University.

Linker , Executive Vice President and Chief Financial Officer.

Linker, age 45, joined the Company in December 2012 and has held the position of Executive Vice President and Chief Financial Officer since November 2018.

Previously, he served as the Company’s Senior Vice President, Corporate Development and Investor Relations from 2015 to 2018, and as Treasurer from 2012 to 2014.

Prior to joining the Company, Mr.

Linker held leadership positions in corporate development and finance with United Technologies Corporation’s Aerospace Systems Division, and its predecessor, Goodrich Corporation, from 2008 to 2012.

Linker began his career in investment banking for Wells Fargo and consulting for Accenture PLC.

Linker holds a B.A.

in Economics and International Studies from Duke University and a M.B.A.

from The Fuqua School of Business at Duke University.

Michel , President and Chief Executive Officer.

Michel, age 58, joined the Company as President and Chief Executive Officer and our Board of Directors in June 2018.

Michel joined the Company from Honeywell International, Inc., where he served as the President and Chief Executive Officer of the Home and Building Technologies strategic business group since October 2017.

Prior to that, he spent 32 years at Ingersoll Rand, most recently as Senior Vice President and President of its residential heating, ventilation and air conditioning business and as a member of Ingersoll Rand’s enterprise leadership team from 2011 to 2017 and co-chair of its sustainability efforts.

He began his career there in 1985 as an application engineer and held various product, sales and business management roles before moving into a series of leadership positions across various geographic and market segments.

Michel holds a B.S.

in Mechanical Engineering from Virginia Tech and an M.B.A.

from the University of Phoenix.

He has served as a member of the board of directors of Cooper Tire & Rubber Company since 2015.

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What changed 10-K

Item 1. Business