What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-02-22 compared with 2021-02-23 · 54 added, 63 removed, 264 unchanged (31% of the section changed)

Item 1 - Business.

We are one of the world’s largest door and window manufacturers.

We design, produce, and distribute an extensive range of interior and exterior doors, windows, and related products for use in the new construction and R&R of residential single and multi-family homes and, to a lesser extent, non-residential buildings.

We market our products globally under the JELD-WEN brand along with several market-leading regional brands, such as Swedoor and DANA in Europe and Corinthian, Stegbar, and Trend in Australia.

We are a leading global manufacturer of high performance interior and exterior building products, offering one of the broadest selections of windows, interior and exterior doors, and wall systems.

We design, produce, and distribute an extensive range of interior and exterior doors, windows, and other building products for use in the new construction and R&R of residential single and multi-family homes and, to a lesser extent, non-residential buildings.

The JELD-WEN family of brands includes JELD-WEN worldwide;

LaCantina and VPI in North America;

Swedoor and DANA in Europe;

and Corinthian, Stegbar and Breezway in Australasia.

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

3 unchanged sentences

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

As a leading global manufacturer of interior and exterior building products, we have invested significant capital to build a business platform that we believe is unique among our competitors.

We operate 137 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.

10 unchanged sentences

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.”

In 2021, Onex exercised its rights under its Registration Rights Agreement and requested

the registration for resale of all of their shares of our Common Stock in multiple underwritten public offerings (“Secondary Offerings”), and they fully divested their ownership in the Company in August 2021.

As of December 31, 2021, Onex is no longer a shareholder of the Company and has no representation on our Board of Directors.

Our Business Strategy and Operating Model

4 unchanged sentences

• 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.

The execution of our strategy is supported and enabled by a persistent 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.

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

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

In the year ended December 31, 2021, our door sales accounted for 64% of net revenues, our window sales accounted for 21% of net revenues, and our other ancillary products and services accounted for 15% of net revenues.

19 unchanged sentences

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.

3 unchanged sentences

Additionally, with the acquisition of VPI, we added vinyl windows for mid-rise, multi-family, institutional, hospitality, and commercial properties to our product lineup.

Our windows typically retail at prices ranging from $100 to $200 for a basic vinyl window to over $1,000 for a custom energy-efficient wood window.

We believe that our innovative energy-efficient windows position us to benefit from increasing environmental awareness among consumers and from changes in local building codes.

14 unchanged sentences

We report all other business activities in Corporate and unallocated costs.

Factors considered in determining the three reportable segments include the nature of business activities, the management structure accountable directly to the CODM for operating and administrative activities, the discrete financial information available, and the information regularly presented to the CODM.

North America

2 unchanged sentences

We believe that our leading position in the North American market will enable us to benefit from continued growth in residential construction activity over the next several years.

We believe that our total market opportunity in North America also includes non-residential applications, other related building products, and value-added services.

We expect new construction and R&R activity to continue to grow in 2022 and believe that our total market opportunity in North America will continue to include non-residential applications, other related building products, and value-added services.

The European market for doors is highly fragmented and we have the only platform in the industry capable of serving nearly all European countries.

1 unchanged sentence

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.

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.

We expect new construction and R&R activity to remain stable over the next several years and believe our total market 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.

1 unchanged sentence

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 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.

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 throughout 2021.

The market for residential new construction in Australia contracted in prior 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.

During 2021, Australasia experienced significant housing starts, which we expect will drive strong demands for our products through the first half of 2022.

Financial information regarding our segments is included in Note 14 - Segment Information to our financial statements included in this Form 10-K.

4 unchanged sentences

The primary materials used for our door business include wood, wood veneers, wood composites, steel, glass, internally produced door skins, fiberglass compound, and hardware, as well as petroleum-based products such as resin and binders.

The primary materials for our window business include wood, wood components, glass, hardware, as well as aluminum and vinyl extrusions.

The primary materials for our window business include wood, wood components, glass, and hardware, as well as aluminum and vinyl extrusions.

Wood components for our window operations are sourced primarily from our own manufacturing plants, which allow us to improve margins and take advantage of our proprietary technologies such as our AuraLast wood treatment process.

9 unchanged sentences

We have recently made significant investments in tools and technologies to enhance the effectiveness of our sales force and improve ease of doing business.

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 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.

We have also invested significantly in our architectural sales force by adding staff and tools to increase the frequency with which our products are specified by architects and, more recently, have restructured the North America sales team focused on our traditional distribution channel, from a single team to product focused teams.

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

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

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

We have also significantly invested in our architectural sales force by adding staff and tools to increase the frequency with which our products are specified by architects and, more recently, have restructured the North America sales team focused on our traditional distribution channel, from a single team to product focused teams.

We believe these investments will increase sales force effectiveness, create pull-through demand, and optimize sales force productivity.

We believe that our broad product portfolio of both doors and windows in North America and Australasia is a competitive advantage as it allows us to cross-sell our door and window products to our end customers, many of whom find it more efficient to choose one supplier for their door and window needs on a given project.

None of our primary competitors in these regions offers a similarly complete range of windows as well as interior and exterior doors.

None of our primary competitors in these regions offer a similarly complete range of windows as well as interior and exterior doors.

Research and Development

7 unchanged sentences

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 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 ProBuild/Builders First Source (which also includes BMC/Stock Building Supply), Saint-Gobain, and the Holzring group.

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

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

16 unchanged sentences

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 ® , True BLU ® , and ABS ® .

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

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

The trademarks we use outside the U.S.

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.

Environmental, Social, and Governance Matters

4 unchanged sentences

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.

As of December 31, 2021, we employed approximately 24,700 people.

Of our total number of employees, approximately 12,600 are employed in operations included in our North America segment and corporate operations, approximately 7,600 are employed in operations included in our Europe segment, and approximately 4,500 are employed in operations included in our Australasia segment.

15 unchanged sentences

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

Diversity and Inclusion

Diversity, Equity, and Inclusion (DE&I)

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.

3 unchanged sentences

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.

As part of our human capital strategy we incorporate mentoring programs, support employee resources groups, and facilitate DE&I training sessions to encourage and promote an inclusive culture.

Training and Talent Development

5 unchanged sentences

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.

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

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

3 unchanged sentences

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.

We measure employee engagement and manager effectiveness annually through our global engagement survey and strive to increase our engagement scores year over year.

To assist in this formal 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;

15 unchanged sentences

Laws and regulations with respect to the investigation and remediation of contaminated sites can impose joint and several liability for releases or threatened releases of hazardous materials upon statutorily defined parties, including us, regardless of fault or the lawfulness of the original activity or disposal.

We have been subject to claims, including having been named as a potentially responsible party, in certain proceedings initiated pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, and similar state and foreign laws, regulations, and statutes, and may be named a potentially responsible party in other similar proceedings in the future.

We have been subject to claims, including having been named as a potentially responsible party, in certain proceedings initiated pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and similar state and foreign laws, regulations, and statutes, and may be named a potentially responsible party in other similar proceedings in the future.

Unforeseen expenditures or liabilities may arise in connection with such matters.

3 unchanged sentences

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.

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 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 2007, we were identified by the WADOE as a PLP with respect to our former manufacturing site in Everett, Washington.

In 2008, we entered into an Agreed Order with the WADOE to assess historic environmental contamination and remediation feasibility at the site.

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

In December 2020, we submitted to the WADOE a draft feasibility assessment with an array of remedial alternatives, which we considered substantially complete.

During 2021, several comment rounds were completed as well as the identification of the Port of Everett and W&W Everett Investment LLC as additional PLPs, with respect to this matter with each PLP being jointly and severally liable for the cleanup costs.

The WADOE received the final feasibility assessment on December 31, 2021, containing various remedial alternatives with its preferred remedial alternatives totaling $23.4 million.

Based on this study, we have determined our range of possible outcomes to be $11.8 million to $33.4 million.

On March 1, 2022, we expect to deliver to the WADOE a draft CAP consistent with its preferred alternatives, and the WADOE has 60 days to review and provide comments followed by a comment incorporation period for the draft CAP.

At that time, the WADOE will complete an additional review within 60 days and release the documents for tribal consultation

A 30-day public comment period will follow, and once the public comment period has expired and any comments incorporated, the WADOE will finalize the remedial actions we will be required to perform.

The final CAP will be developed and delivered to the WADOE 15 days thereafter.

The final CAP will ultimately be formalized in an Agreed Order or Consent Decree with the WADOE, the Company, and the other PLPs.

We have made provisions within our financial statements within the range of possible outcomes;

however, the contents and cost of the final CAP and allocation of the responsibility between the identified PLPs could vary materially from our estimates.

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 2012, by using it as fuel for a boiler at that site.

52 unchanged sentences

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.

14 unchanged sentences

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.

Michel , Chair, President and Chief Executive Officer.

Michel, age 59, joined the Company as President and Chief Executive Officer in June 2018 and became Chair of the Board in October 2021.

Michel previously worked at 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.

3 unchanged sentences

from the University of Phoenix.

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business