What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-22 compared with 2021-02-23 · 451 added, 730 removed, 1596 unchanged (43% of the section changed)

10 unchanged sentences

The effectiveness of our internal control over financial reporting as of December 31, 2021 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing under Item 8- Financial Statements and Supplementary Data .

Remediation of Material Weaknesses

As previously reported in our Annual Report on Form 10-K for the year ended December 31, 2019, we identified material weaknesses in our internal control over financial reporting, including that we did not maintain a sufficient complement of personnel in our Europe operations with the appropriate level of knowledge, experience and training in internal control over financial reporting commensurate with our financial reporting requirements to allow for the consistent execution of control activities.

Further, monitoring controls maintained at the Europe operations and corporate levels did not operate with a sufficient degree of precision to provide for the appropriate level of oversight of activities related to our internal control over financial reporting.

These material weaknesses contributed to the following additional material weaknesses in that we did not design and maintain effective controls within certain of our Europe operations related to the review and approval of customer pricing, the review and approval of manual journal entries, and the reconciliation of subsidiary ledger financial information used in the consolidated financial statements.

Specifically, we did not design and maintain controls to ensure (i) the review and approval of the initial set-up, and subsequent changes/modifications, of customer pricing related to revenue arrangements;

(ii) that journal entries were properly prepared with sufficient supporting documentation, were reviewed and approved to ensure accuracy and completeness of the journal entries, and were reviewed by an appropriate individual separate from the preparer of such journal entry;

and (iii) the subsidiary financial information used in the preparation of the consolidated financial statements agreed to the financial information recorded in the subsidiary ledger, and to the extent there were differences, that they were appropriately validated.

As of June 27, 2020, we concluded that the enhancements to the design of our control activities related to the reconciliation of subsidiary ledger financial information used in the consolidated financial statements were satisfactorily implemented and had operated effectively for a sufficient time.

Therefore, we concluded the material weakness was remediated as of June 27, 2020.

As of December 31, 2020, management concluded that each of the remaining previously identified material weaknesses had been remediated as a result of actions taken by us implementing new controls and procedures that were part of our remediation plan.

These actions included:

• Enhancing and supplementing the finance team in Europe by increasing the number of roles, reassigning responsibilities, and adding additional resources with an appropriate level of knowledge and experience in internal control over financial reporting commensurate with the financial reporting complexities of the organization;

• Enhancement of the onboarding process for finance team personnel in Europe to ensure familiarity with policies and internal control over financial reporting;

• Enhancing the tone and increasing the frequency of communications from executive management to employees on the importance of internal control over financial reporting;

• Evaluating corporate and segment monitoring controls to ensure they are designed and operating at the appropriate level of precision required to support risk mitigation;

• Implementing enhancements to the design of our customer pricing controls in Europe;

• Implementing enhancements to the design of our journal entry controls in Europe;

• Implementing enhancements to the close processes which includes the centralization of certain tasks and the development of manuals and standardized templates to enhance the evidence supporting the local teams’ execution of internal control over financial reporting.

• Strengthening procedures and setting guidelines for documentation of controls throughout our domestic and international locations for consistency of application;

• Instituting additional training programs that occur on a regular basis related to internal control over financial reporting, monitoring controls, complex accounting topics, account reconciliations, and journal entry controls for our world-wide finance and accounting personnel.

Changes in Internal Control over Financial Reporting

As of December 31, 2020, management remediated the material weaknesses previously reported in our Annual Report on Form 10-K for the year ended December 31, 2019 as outlined above.

Except for certain changes related to the review and approval of customer pricing in Europe, the changes related to the remediation of the previously reported material weaknesses processes have not materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Therefore, in accordance with Rule 13a-15(d) of the Exchange Act, management, with the participation of our CEO and CFO, determined that elements of the changes to the review and approval of customer pricing in Europe have materially affected or are reasonably likely to materially affect our internal control over financial reporting during the Company’s most recently completed quarter ended December 31, 2020.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Company’s most recently completed quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B - Other Information

Item 9C - Disclosures Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Item 10 - Directors, Executive Officers and Corporate Governance

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Financial Statement Schedules

The following financial statement schedules are attached to this report.

Schedule I - Condensed Financial Information of the Registrant

All other schedules are omitted because they are not applicable, not required, or the information is included in the financial statements or the notes thereto.

All financial statements and schedules are omitted because they are not applicable, not required, or the information is included in the financial statements or the notes thereto.

The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this 10-K and such Exhibit Index is incorporated herein by reference.

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4.1 Description of Securities .

4.2 Specimen Common Stock Certificate of JELD-WEN Holding Inc.

S-1/A 333-211761 4.1 January 5, 2017

4.3 Amended and Restated Registration Rights Agreement, among JELD-WEN Holding, Inc., Onex Partners III LP, Onex Advisor III LLC, Onex Partners III GP LP, Onex Partners III PV LP, Onex Partners III Select LP, Onex US Principals LP, Onex Corporation, Onex American Holdings II LLC, BP EI LLC, 1597257 Ontario Inc.

and the other parties thereto, dated January 24, 2017.

10-K 001-38000 4.2 March 3, 2017

4.4 Amendment No.

1 to Amended and Restated Registration Rights Agreement, among JELD-WEN Holding, Inc., Onex Partners III LP, Onex Advisor III LLC, Onex Partners III GP LP, Onex Partners III PV LP, Onex Partners III Select LP, Onex US Principals LP, Onex Corporation, Onex American Holdings II LLC, BP EI LLC, 1597257 Ontario Inc.

and the other parties thereto, dated May 12, 2017.

S-1 333-221538 4.3 May 15, 2017

4.5 Amendment No.

2 to Amended and Restated Registration Rights Agreement, among JELD-WEN Holding, Inc., Onex Partners III LP, Onex Advisor III LLC, Onex Partners III GP LP, Onex Partners III PV LP, Onex Partners III Select LP, Onex US Principals LP, Onex Corporation, Onex American Holdings II LLC, BP EI LLC, 1597257 Ontario Inc.

and the other parties thereto, dated November 12, 2017.

S-1 333-221538 4.4 November 13, 2017

10-K 001-38000 4.1 February 23, 2021

4.2 Indenture, dated as of December 14, 2017, among JELD-WEN, Inc., the guarantors party thereto and Wilmington Trust, National Association, as Trustee (including for of Note).

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4.5 Third Supplemental Indenture, dated as of December 31, 2020, among JELD-WEN, Inc., the guarantors party thereto and Wilmington Trust, National Association, as Trustee.

10-K 001-38000 4.9 February 23, 2021

4.6 Indenture, dated as of May 4, 2020, among JELD-WEN, Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee and notes collateral agent (including form of Notes).

8-K 001-38000 4.1 May 5, 2020

Exhibit Description Form File No.

Exhibit Filing Date

4.7 First Supplemental Indenture, dated September 24, 2020, to the Senior Secured Notes Indenture, dated May 4, 2020, to the Senior Secured Notes Indenture, dated May 4, 2020, among Milliken Millwork, Inc., subsidiaries of JELD-WEN, Inc., and Wilmington Trust, National Association, as Trustee.

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4.8 Second Supplemental Indenture, dated as of December 31, 2020, among JELD-WEN, Inc., the guarantors party thereto and WilmingtonTrust, National Association, as Trustee and Notes Collateral Agent.

10-K 001-38000 4.12 February 23, 2021

4.9 Pledge and Security Agreement, dated as of May 4, 2020, among JELD-WEN, Inc., JELD-WEN Holding, Inc., the other grantors party thereto and Wilmington Trust, National Association, as notes collateral agent.

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10-Q 001-38000 4.4 November 3, 2020

Exhibit Description Form File No.

Exhibit Filing Date

10.1 Credit Agreement, among JELD-WEN Holding, Inc., JELD-WEN, Inc., JELD-WEN of Canada, Ltd., the other guarantors party thereto, Wells Fargo Bank, National Association, and the lenders party thereto, dated October 15, 2014.

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8-K 001-38000 10.1 January 6, 2020

Amendment No.

6, dated as of July 28, 2021, among JELD-WEN Holding, Inc., JELD_WEN, Inc., the subsidiary guarantors party thereto, and Bank of America, N.A., as administrative agent.

10-Q 001-38000 10.2 August 2, 2021

10.8 Term Loan Credit Agreement, among JELD-WEN Holding, Inc., JELD-WEN, Inc., Onex BP Finance LP, the other guarantors party thereto, Bank of America, N.A.

12 unchanged sentences

8-K 001-38000 10.1 March 8, 2017

Exhibit Description Form File No.

Exhibit Filing Date

10.12 Amendment No.

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8-K 001-38000 10.1 September 20, 2019

10.13 Stock Purchase Agreement, among JELD-WEN Holding, Inc., Onex Partners III LP and the other investors party thereto, dated August 30, 2012.

S-1/A 333-211761 10.3 December 16, 2016

10.14 Amendment to Stock Purchase Agreements, among JELD-WEN Holding, Inc.

and Onex Partners III LP, dated April 3, 2013.

S-1/A 333-211761 10.3.1 December 16, 2016

10.15 Amendment to Stock Purchase Agreement, among JELD-WEN Holding, Inc.

and Onex Partners III LP, dated May 31, 2016.

S-1/A 333-211761 10.3.2 December 16, 2016

10.16 Form of Joinder to Stock Purchase Agreement, among JELD-WEN Holding, Inc., Onex Partners III LP and the other investors party thereto.

S-1/A 333-211761 10.3.3 December 16, 2016

10.17 Amended and Restated Stock Purchase Agreement, among JELD-WEN Holding, Inc., Onex Partners III LP, Onex Advisor III LLC, Onex Partners III GP LP, Onex Partners III PV LP, Onex Partners III Select LP, Onex US Principals LP, Onex Corporation, Onex American Holdings II LLC, BP EI LLC and 1597257 Ontario Inc., dated July 29, 2011.

S-1/A 333-211761 10.4 December 16, 2016

10.14 Amendment No.

1 to Amended and Restated Stock Purchase Agreement, among JELD-WEN Holding, Inc.

and Onex Partners III LP, dated September 1, 2011.

S-1/A 333-211761 10.4.1 December 16, 2016

10.19 Amendment to Amended and Restated Stock Purchase Agreement, among JELD-WEN Holding, Inc.

and Onex Partners III LP, dated May 31, 2016.

S-1/A 333-211761 10.4.2 December 16, 2016

6, dated as of July 28, 2021, among JELD-WEN Holding, Inc., JELD-WEN, Inc., JELD-WEN of Canada, Ltd., the other borrowers and subsidiary guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto.

10-Q 001-38000 10.3 August 2, 2021

10.15+ JELD-WEN Holding, Inc.

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S-1/A 333-211761 10.8 December 16, 2016

10.23+ Form of Restricted Stock Unit Award Agreement under JELD-WEN Holding, Inc.

Amended and Restated Stock Incentive Plan.

S-1/A 333-211761 10.9 December 16, 2016

Exhibit Description Form File No.

Exhibit Filing Date

10.18*+ JELD-WEN Holding, Inc.

2017 Omnibus Equity Plan.

S-1/A 333-211761 10.17 January 5, 2017

10.27+ Form of Nonqualified Stock Option Agreement under JELD-WEN Holding, Inc.

2017 Omnibus Equity Plan.

S-1/A 333-211761 10.18 January 5, 2017

10.19+ Amendment to Form of Nonqualified Stock Option Agreement under JELD-WEN Holding, Inc.

2017 Omnibus Equity Plan.

10-K 001-38000 10.37 March 6, 2018

10-Q 001-38000 10.2 April 30, 2021

10.20*+ Form of Restricted Stock Unit Award Agreement under JELD-WEN Holding, Inc.

2017 Omnibus Plan.

S-1/A 333-211761 10.19 January 5, 2017

10.30+ Amendment to Form of Restricted Stock Unit Award Agreement under JELD-WEN Holding, Inc.

2017 Omnibus Plan.

10-K 001-38000 10.38 March 6, 2018

10.21*+ Form of Performance Share Unit Award Agreement under JELD-WEN Holding, Inc.

2017 Omnibus Plan.

10-K 001-38000 10.39 March 6, 2018

10.22*+ JELD-WEN Holding, Inc.

2022 Management Incentive Plan.

S-1/A 333-211761 10.20 January 5, 2017

10.33+ Letter Agreement, by and between JELD-WEN Holding, Inc.

and the shareholders party thereto, dated January 24, 2017.

10-K 001-38000 10.36 March 6, 2018

10.23+ Form of Indemnification Agreement.

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10-Q 001-38000 10.1 August 5, 2020

10.37+ Executive Employment Agreement between JELD-WEN Australia Pty Ltd and Perter Farmakis, dated March 1, 2018 .

10-K 001-38000 10.40 March 1, 2019

10.38 Letter Agreement, by and between JELD-WEN Holding, Inc.

and the shareholder party thereto, dated February 19, 2020.

10-K 001-38000 10.38 February 24, 2020

21.1* List of subsidiaries of JELD-WEN Holding, Inc.

Exhibit Description Form File No.

Exhibit Filing Date

22.1* Subsidiary Guarantors and Issuers of Guaranteed Securities.

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Signature Title Date

Michel President, Chief Executive Officer and Director (Principal Executive Officer) February 23, 2021

/s/ John Linker Chief Financial Officer (Principal Financial Officer) February 23, 2021

/s/ Scott Vining Chief Accounting Officer (Principal Accounting Officer) February 23, 2021

/s/ Matthew Ross Chairman February 23, 2021

Michel Chair, President, Chief Executive Officer (Principal Executive Officer) February 22, 2022

/s/ John Linker Chief Financial Officer

(Principal Financial Officer) February 22, 2022

/s/ Scott Vining Chief Accounting Officer

(Principal Accounting Officer) February 22, 2022

/s/ Roderick C.

Wendt Vice Chairman February 23, 2021

Wendt Vice Chair February 22, 2022

/s/ William Banholzer Director February 22, 2022

William Banholzer

/s/ Martha Byorum Director February 23, 2021

Martha (Stormy) Byorum

Maxwell Director February 23, 2021

/s/ Anthony Munk Director February 23, 2021

/s/ Tracey I.

Joubert Director February 22, 2022

/s/ Cynthia Marshall Director February 22, 2022

Cynthia Marshall

/s/ David Nord Director February 22, 2022

/s/ Suzanne Stefany Director February 22, 2022

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Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm F- 2

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Statements of Operations for the Years Ended December 31, 2021, 2020, and 2019 F- 4

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Notes to Consolidated Financial Statements F- 9

Index to Financial Statement Schedules

Schedule I - Parent Company Information as of December 31, 2020 and 2019 and for the Years Ended December 31, 2020, 2019, and 2018 F- 52

Report of Independent Registered Public Accounting Firm

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We have audited the accompanying consolidated balance sheets of JELD-WEN Holding, Inc.

and its subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of operations, of comprehensive income (loss), of equity and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”).

and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, of comprehensive income (loss), of equity and of cash flows for each of the three years in the period ended December 31, 2021, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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Fair value of the reporting units is determined by management using a discounted cash flow model.

Management’s cash flow projections included significant judgments and assumptions relating to expected revenue and terminal growth rates, profit margins, and the cost of capital.

Management’s cash flow projections included significant judgments and assumptions relating to expected revenue and terminal growth rates, EBITDA margins, and the cost of capital.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the reporting units;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to expected revenue and terminal growth rates, profit margins, and the cost of capital;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

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(iii) testing the completeness and accuracy of underlying data used in the model;

and (iv) evaluating the significant assumptions used by management related to expected revenue and terminal growth rates, profit margins, and the cost of capital.

Evaluating management’s assumptions related to expected revenue and terminal growth rates and profit margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting units;

and (iv) evaluating the significant assumptions used by management related to expected revenue and terminal growth rates, EBITDA margins, and the cost of capital.

Evaluating management’s assumptions related to expected revenue and terminal growth rates and EBITDA margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting units;

(ii) the consistency with external market and industry data;

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Income before taxes 204,362 116,675 120,045

Income tax expense (benefit) 25,089 57,074 ( 10,058 )

Income from continuing operations, net of tax

91,586 62,971 141,169

Equity earnings of non-consolidated entities — — 738

Income tax expense 35,540 25,089 57,074

Net income $ 168,822 $ 91,586 $ 62,971

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Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments, net of tax benefit $ 0 , $ 0 , ($ 1,892 )

Foreign currency translation adjustments, net of tax benefit of ($ 4,096 ), $ 0 , and $ 0 , respectively

( 77,904 ) 105,442 ( 15,335 )

Interest rate hedge adjustments, net of tax benefit of ($ 468 ), ($ 4,831 ), and ($ 538 ), respectively

Interest rate hedge adjustments, net of tax expense (benefit) of $ 1,302 , ($ 468 ), and ($ 4,831 ), respectively

3,850 ( 1,384 ) 6,173

Defined benefit pension plans, net of tax (benefit) expense of ($ 3,800 ), $ 1,152 , and $ 4,214 , respectively

Defined benefit pension plans, net of tax expense (benefit) of $ 13,226 , ($ 3,800 ), and $ 1,152 , respectively

39,001 ( 11,476 ) 2,692

Total other comprehensive income (loss), net of tax 92,582 ( 6,470 ) ( 50,312 )

Total other comprehensive (loss) income, net of tax ( 35,053 ) 92,582 ( 6,470 )

Comprehensive income $ 133,769 $ 184,168 $ 56,501

9 unchanged sentences

Other current assets 55,531 34,359

Assets held for sale 119,424 —

Total current assets 1,739,857 1,760,653

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Current maturities of long-term debt 38,561 66,702

Liabilities held for sale 5,868 —

Total current liabilities 888,868 867,624

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$ 371,462 $ 290,583 $ 246,833

Share repurchased

( 4,997 ) ( 19,982 ) ( 124,977 )

Shares repurchased ( 324,673 ) ( 4,997 ) ( 19,982 )

Adoption of new accounting standard ASU No.

9 unchanged sentences

Foreign currency adjustments ( 77,904 ) 105,442 ( 15,335 )

Unrealized (loss) gain on interest rate hedges ( 1,384 ) 6,173 2,636

Net actuarial pension (loss) gain ( 11,476 ) 2,692 12,237

Unrealized gain (loss) on interest rate hedges 3,850 ( 1,384 ) 6,173

Net actuarial pension gain (loss) 39,001 ( 11,476 ) 2,692

Balance at period end

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Deferred income taxes ( 14,973 ) ( 9,063 ) 21,838

(Gain) loss on sale of business units, property and equipment ( 4,122 ) ( 1,377 ) 845

Loss (gain) on sale or disposal of business units, property, and equipment 1,979 ( 4,122 ) ( 1,377 )

Adjustment to carrying value of assets 2,076 5,537 6,625

Equity earnings in non-consolidated entities — — ( 738 )

Amortization of deferred financing costs 3,175 2,679 1,971

Non-cash gain on previously held shares of an equity investment — — ( 20,767 )

Loss on extinguishment of debt 1,001 — —

Stock-based compensation 20,209 16,399 13,315

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Change in long-term debt ( 86,051 ) 210,858 13,101

Employee note repayments — — 39

Contingent consideration for acquisitions — — ( 3,701 )

Common stock issued for exercise of options 10,184 2,984 1,977

1 unchanged sentence

Payments to tax authorities for employee share-based compensation ( 1,620 ) ( 933 ) ( 1,495 )

Net cash provided by (used in) financing activities 207,909 ( 6,411 ) ( 67,475 )

Net cash (used in) provided by financing activities ( 401,209 ) 207,909 ( 6,411 )

Effect of foreign currency exchange rates on cash ( 21,800 ) 25,157 903

Net increase (decrease) in cash and cash equivalents 506,718 112,253 ( 138,611 )

Net (decrease) increase in cash and cash equivalents ( 339,704 ) 506,718 112,253

Cash, cash equivalents and restricted cash, beginning 736,594 229,876 117,623

5 unchanged sentences

Description of Company and Summary of Significant Accounting Policies

Nature of Business – JELD-WEN Holding, Inc., along with its subsidiaries, is a vertically integrated global manufacturer and distributor of windows and doors that derives substantially all of its revenues from the sale of its door and window products.

Nature of Business – JELD-WEN Holding, Inc., along with its subsidiaries, is a vertically integrated global manufacturer and distributor of windows, doors, and other building products that derives substantially all its revenues from the sale of its door and window products.

Unless otherwise specified or the context otherwise requires, all references in these notes to “JELD-WEN,” “we,” “us,” “our,” or the “Company” are to JELD-WEN Holding, Inc.

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Basis of Presentation – The accompanying consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC.

Certain prior year amounts have been reclassified to conform to current year presentation.

dollar and other currency amounts, except per share amounts, are presented in thousands unless otherwise noted.

Ownership – As of December 31, 2020, Onex owned approximately 33 % of the outstanding shares of our Common Stock.

Share Repurchases – In April 2018, our Board of Directors authorized the repurchase of up to $ 250.0 million of our Common Stock through December 2019.

Through October 2019, we had repurchased $ 145.0 million of our Common Stock under this authorization.

On November 4, 2019, the Board of Directors authorized an increase to the remaining authorization under the share repurchase program to a total of $ 175.0 million with no expiration date.

As of December 31, 2020, $ 170.0 million was remaining under the repurchase authorization.

During the years ended December 31, 2020, December 31, 2019, and December 31, 2018, we repurchased 265,589 , 1,192,419 , and 5,287,964 shares of our Common Stock, respectively, for aggregate consideration of $ 5.0 million, $ 20.0 million, and $ 125.0 million, respectively.

On March 1, 2021, May 10, 2021, and August 16, 2021, Onex exercised its rights under its Registration Rights Agreement and requested the registration for resale of 8,000,000 , 10,000,000 , 14,883,094 shares of our Common Stock, respectively, in underwritten public offerings (the “Secondary Offerings”), and as provided under the terms of the Registration Rights Agreement, we were responsible for all related fees and expenses except for the underwriters’ discounts and commissions, which were paid by Onex.

The Secondary Offerings were completed on March 3, 2021, May 13, 2021, and August 18, 2021, and the Company purchased from the underwriter 800,000 , 1,000,000 , and 7,017,543 of the aggregate shares of our Common Stock that were the subject of the Secondary Offerings at a price per share of $ 28.61 , $ 28.80 , and $ 28.50 , respectively, which is the price at which the underwriter purchased the shares from Onex in the Secondary Offerings.

After the Secondary Offerings, Onex held approximately 25 %, 15 %, and 0 % of our outstanding shares of Common Stock, respectively.

Share Repurchases – On November 4, 2019, our Board of Directors increased the authorization under our existing share repurchase program to a total of $ 175.0 million with no expiration date.

On July 27, 2021, the Board of Directors increased the remaining authorization to a total of $ 400.0 million with no expiration date.

As of December 31, 2021, $ 132.1 million was remaining under the repurchase program.

During the years ended December 31, 2021, December 31, 2020, and December 31, 2019, we repurchased 11,564,009 , 265,589 , and 1,192,419 shares of our Common Stock, respectively, for aggregate consideration paid of $ 323.7 million, $ 5.0 million, and $ 20.0 million, respectively.

Fiscal Year – We operate on a fiscal calendar year, and each interim quarter is comprised of two 4-week periods and one 5-week period, with each week ending on a Saturday.

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COVID-19 – The CARES Act in the U.S.

and similar legislation in other jurisdictions includes measures that assist companies in responding to the COVID-19 pandemic.

and similar legislation in other jurisdictions includes measures that assisted companies in responding to the COVID-19 pandemic.

These measures consisted primarily of cash assistance to support employment levels and deferment of remittance of certain non-income tax expense payments.

The most significant impact was the CARES Act in the U.S., which included a provision that allows employers to defer the remittance of the employer portion of the social security tax.

The deferred employment tax must be paid over two years, with half of the amount required to be paid by December 31, 2021 and the other half by December 31, 2022.

For the year ended December 31, 2020, the Company deferred $ 20.9 million of the employer portion of social security tax, of which $ 10.4 million is included in accrued payroll and benefits, and the remaining is included in deferred credits and other liabilities in the

consolidated balance sheet.

The $ 20.9 million deferral is included in other items, net in our consolidated statements of cash flows.

For our Europe and Australasia regions, the deferrals totaled approximately $ 11.5 million and $ 1.8 million, respectively.

The most significant impact was from the CARES Act in the U.S., which included a provision that allows employers to defer the remittance of the employer portion of the social security tax relating to 2020.

The deferred employment payment must be paid over two

Original payment due dates were in 2021 and 2022, however updated guidance provided by the Internal Revenue Service in December 2021 allowed for these payments to be made during 2022 and 2023.

The Company deferred $ 20.9 million of the employer portion of social security tax in 2020, of which $ 10.4 million is included in accrued payroll and benefits and the remaining is included in deferred credits and other liabilities in the consolidated balance sheet as of December 31, 2021 and December 31, 2020.

For our Europe and Australasia regions, the deferrals totaled approximately $ 1.4 million and $ 0.7 million, respectively, at December 31, 2021 and $ 11.5 million and $ 1.8 million, respectively at December 31, 2020.

The impact of the CARES Act and similar legislation in prospective periods may differ from our estimates as of December 31, 2021 due to changes in interpretations and assumptions, guidance that may be issued, and actions we may take in respect to these measures.

4 unchanged sentences

In addition to similar economic characteristics, we also consider the following factors in determining the reportable segments:

the nature of business activities, the management structure directly accountable to our chief operating decision maker for operating and administrative activities, the discrete financial information regularly reviewed by the chief operating decision maker, and information presented to the Board of Directors and investors.

the nature of business activities, the management structure directly accountable to our CODM for operating and administrative activities, the discrete financial information regularly reviewed by the CODM, and information presented to the Board of Directors and investors.

No segments have been aggregated for our presentation.

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Subsequent to the measurement period or our final determination of the tax allowance’s or contingency’s estimated value, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect our provision for income taxes in our consolidated statements of operations and could have a material impact on our results of operations and financial position.

In March 2019, we acquired VPI Quality Windows, Inc.

(“VPI”) for cash consideration of $ 57.8 million.

VPI is a leading manufacturer of vinyl windows, specializing in customized solutions for mid-rise multi-family, industrial, hospitality and commercial projects.

VPI, headquartered in Spokane, Washington, with operations in Spokane, Washington and Statesville, North Carolina, is part of our North America segment.

Acquisition-related costs are expensed as incurred and are included in SG&A expense in our accompanying consolidated statements of operations.

We incurred acquisition-related costs of $ 0.4 million during the year ended December 31, 2019.

Prior to our purchase of VPI, certain employees held employment agreements including retention bonuses with service requirements extending into the post-acquisition period.

As agreed with the former owners, the retention bonuses were prepaid at the acquisition date and any repayments of the retention bonuses under the terms of the employment agreements accrued to the benefit of the former owners.

The cash used to pay the retention bonuses was excluded from our determination of purchase price.

In 2019, we expensed the post-acquisition value of these retention bonuses as acquisition-related costs totaling $ 7.1 million, which is included in SG&A expense in our accompanying consolidated statements of operations for the year ended December 31, 2019.

Cash and Cash Equivalents – We consider all highly-liquid investments purchased with an original or remaining maturity at the date of purchase of three months or less to be cash equivalents.

Our cash management system is designed to maintain zero bank balances at certain banks.

Our cash management system is designed to maintain

zero bank balances at certain banks.

Checks written and not presented to these banks for payment are reflected as book overdrafts and are a component of accounts payable.

3 unchanged sentences

Our customers are primarily retailers, distributors, and contractors.

As of December 31, 2020, one customer accounted for 19.2 % of the consolidated accounts receivable balance.

As of December 31, 2021, two customers accounted for 30.5 % of the consolidated accounts receivable balance.

As of December 31, 2020, one customer accounted for 19.2 % of the consolidated accounts receivable balance.

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments.

We estimate the allowance for doubtful accounts our assessment of credit risk relating to our accounts receivable based on quantitative and qualitative factors, primarily historical credit collections within each region where we have operations.

We estimate the allowance for doubtful accounts based on quantitative and qualitative factors associated with the credit risk of our accounts receivable, primarily historical credit collections within each region where we have operations.

If the financial condition of a customer deteriorates or other circumstances occur that result in an impairment of a customer’s ability to make payments, we record additional allowances as needed.

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Customer Displays – Customer displays include all costs to manufacture, ship, and install the displays of our products in retail store locations.

Capitalized display costs are included in other assets and are amortized over the life of the product lines, typically 3 to 4 years.

Related amortization is included in SG&A expense in the accompanying consolidated statements of operations and was $ 7.9 million in 2020, $ 8.7 million in 2019, and $ 9.0 million in 2018.

Capitalized display costs are included in other assets and are amortized over the life of the product lines, typically 1 to 3 years, and are included in SG&A expense in the accompanying consolidated statements of operations and was $ 3.0 million in 2021, $ 7.9 million in 2020, and $ 8.7 million in 2019.

Cloud Computing Arrangements –We capitalize qualified cloud computing implementation costs associated with the application development stage and subsequently amortize these costs over the term of the hosting agreement and stated renewal period, if it is reasonably certain we will renew, typically 3 to 5 years.

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Land improvements 10 - 20 years

Buildings 15 - 45 years

Buildings and improvements 10 - 45 years

Machinery and equipment 3 - 20 years

Intangible Assets –Intangible assets are accounted for in accordance with ASC 350, Intangibles – Goodwill and Other .

Definite lived intangible assets are amortized based on the pattern of economic benefit over the following estimated useful lives:

Intangible Assets – Definite lived intangible assets are amortized based on the pattern of economic benefit over the following estimated useful lives:

Trademarks and trade names 10 - 40 years

Software 3 - 10 years

Licenses and rights 3 - 14 years

Patents, licenses and rights 5 - 25 years

Customer relationships 5 - 20 years

Patents 5 - 25 years

The lives of definite lived intangible assets are reviewed and reduced if necessary, whenever changes in their planned use occur.

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Costs incurred during the preliminary project stage and post-implementation operation stage are expensed as incurred.

Long-Lived Assets – Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable.

The first step in an impairment review is to forecast the expected undiscounted cash flows generated from the anticipated use and eventual disposition of the asset.

If the expected undiscounted cash flows are less than the carrying value of the asset, then an impairment charge is required to reduce the carrying value of the asset to fair value.

Long-lived assets currently available for sale and expected to be sold within one year are classified as held for sale in other current assets.

If a triggering event is identified, we perform an impairment test by reviewing the expected undiscounted cash flows generated from the anticipated use and eventual disposition of the asset group compared to the carrying value of the asset group.

If the expected undiscounted cash flows are less than the carrying value of the asset group, then an impairment charge is required to reduce the carrying value of the asset group to fair value.

Long-lived assets currently available for sale and expected to be sold within one year are classified as assets held for sale.

Leases – We lease certain warehouses, distribution centers, office spaces, land, vehicles, and equipment.

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A contract contains a lease if the contract conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration.

Amounts associated with operating leases are included in operating lease assets (“ROU assets”), net, accrued expense and other current liabilities and noncurrent operating lease liability in our consolidated balance sheet.

Amounts associated with operating leases are included in operating lease assets (“ROU assets”), net, accrued expense and other current liabilities and operating lease liability in our consolidated balance sheet.

Amounts associated with finance leases are included in property and equipment, net, current maturities of long-term debt, and long-term debt in our consolidated balance sheet.

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The incremental borrowing rate for operating leases that commenced in the period is determined by using the prior quarter end’s incremental borrowing rates.

Leases with an initial term of 12 months or less are not recorded on the balance sheet, and we recognize lease expense for these leases on a straight-line basis over the lease term.

We have elected not to recognize an ROU asset and lease liability for leases with an initial term of twelve months or less as well as any lease covering immaterial assets.

We recognize lease expense for these leases on a straight-line basis over the lease term.

Variable lease payments that are dependent on usage, output, or may vary for other reasons, are excluded from lease payments in the measurement of the ROU asset and lease liability, and accordingly are recognized as lease expense in the period the obligation for those payments is incurred.

For lease agreements entered into or reassessed after the adoption of Topic 842, we combine lease and nonlease components.

Certain leases include renewal and/or termination options, with renewal terms that can extend the lease term from one to 20 years or more, and the exercise of lease renewal options under these leases is at our sole discretion.

These options are included in the lease term used to determine ROU assets and corresponding liabilities when we are reasonably certain we will exercise the option.

Certain leases include renewal and/or termination options, with renewal terms that can extend the lease term from 1 to 20 years or more, and the exercise of lease renewal options under these leases is at our sole discretion.

These options are

included in the lease term used to determine ROU assets and corresponding liabilities when we are reasonably certain we will exercise the option.

The depreciable life of assets and leasehold improvements are limited by the expected lease term.

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We estimated the fair value of our reporting units using a discounted cash flow model (implied fair value measured on a non-recurring basis using level 3 inputs).

Inherent in the development of the discounted cash flow projections are assumptions and estimates derived from a review of our expected revenue and terminal growth rates, profit margins, and cost of capital.

Inherent in the development of the discounted cash flow projections are assumptions and estimates derived from a review of our expected revenue and terminal growth rates, EBITDA margins, and cost of capital.

Changes in assumptions or estimates used in our goodwill impairment testing could materially affect the determination of the fair value of a reporting unit, and therefore, could eliminate the excess of fair value over carrying value of a reporting unit and, in some cases, could result in impairment.

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These types of changes would negatively affect our profits, revenues, and growth over the long term and such a decline could significantly affect the fair value assessment of our reporting units and cause our goodwill to become impaired.

We have completed the required annual testing of goodwill for impairment for all reporting units and have determined that goodwill was not impaired in any years presented.

We have completed the required annual testing of goodwill for impairment for all reporting units and have determined that goodwill was not impaired in any year presented.

Deferred Revenue – We record deferred revenue when we collect pre-payments from customers for performance obligations we expect to fulfill through future performance of a service or delivery of a product.

We classify our deferred revenue based on our estimate as to when we expect to satisfy the related performance obligations.

Current deferred revenues are typically included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets.

Deferred revenues are included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets.

Warranty Accrual – Warranty terms range primarily from one year to lifetime on certain window and door components.

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In addition, for derivatives that qualify for hedge accounting, we assess, both at inception of the hedge and on an ongoing basis, whether the derivative financial instrument is and will continue to be highly effective in offsetting cash flows or fair value of the hedged item and whether it is probable that the hedged forecasted transaction will occur.

Changes in the fair value of derivatives that do not qualify for hedge accounting, or fail to meet the criteria, thereafter, are also recognized in the consolidated statements of operations.

Changes in the fair value of derivatives that do not qualify for

hedge accounting, or fail to meet the criteria, thereafter, are also recognized in the consolidated statements of operations.

See Note 23 - Fair Value of Financial Instruments for additional information on the fair value of our derivative assets and liabilities.

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The taxes we collect concurrent with revenue-producing activities (e.g., sales tax, value-added tax, and other taxes) are excluded from revenue.

Incentive payments to customers that directly relate to future business are recorded as a reduction of net revenues over the periods benefited.

Shipping and handling costs are treated as fulfillment costs and are not considered a separate performance obligation.

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We do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to a customer and when the customer pays for that product or service will be one year or less.

We do not typically include extended payment terms

in our contracts with customers.

We do not typically include extended payment terms in our contracts with customers.

Incidental items that are immaterial in the context of the contract are recognized as expense.

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Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

The Tax Act passed in December 2017 continues to have significant effects on our financial statements primarily through Treasury regulations, whether proposed or final, which continue to be issued in relation to specific provisions of the Tax Act.

In accordance with Staff Accounting Bulletin No.

118 issued by the SEC in December 2017 immediately following the passage of the Tax Act, we made provisional estimates for certain direct and indirect effects of the Tax Act based on information available to us at that time.

In the fourth quarter of 2018, we completed our accounting for the enactment-date income tax effects of the Tax Act and recorded adjustments as a component of income tax expense from continuing operations.

The Tax Act subjects a U.S.

shareholder to current tax on GILTI earned by certain foreign subsidiaries.

We have elected to account for the impact of GILTI in the period in which it is incurred.

We file a consolidated federal income tax return in the U.S.

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We do not have any non-current taxes receivable or payable at December 31, 2021 or December 31, 2020.

We record interest and penalties on amounts due to tax authorities as a component of income tax expense (benefit) in the consolidated statements of operations.

We record interest and penalties on amounts due to tax authorities as a component of income tax expense in the consolidated statements of operations.

We have elected to account for the impact of GILTI in the period in which it is incurred.

Contingent Liabilities – Contingent liabilities arising from claims, assessments, litigation, fines, penalties, and other sources require significant judgment in determining the probability of loss and the amount of the potential loss.

quarter, we review significant new claims and litigation for the probability of an adverse outcome.

Each quarter, we review significant new claims and litigation for the probability of an adverse outcome.

Estimates are recorded as liabilities when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable.

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See Note 25 - Employee Retirement and Pension Benefits .

Recently Adopted Accounting Standards – In March 2020, the FASB issued ASU No.

Recently Adopted Accounting Standards – In December 2019, the FASB issued ASU No.

2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes , which removes certain exceptions to the general principles of ASC 740, including, but not limited to, accounting relating to intraperiod tax allocations, deferred tax liabilities related to outside basis differences, and year to date losses in interim periods.

This guidance is effective for fiscal years beginning after December 15, 2020.

We adopted this standard in the first quarter of 2021 and the adoption did not have an impact on our consolidated financial statements.

In March 2020, the FASB issued ASU No.

2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying U.S.

GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued.

GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of LIBOR or by another reference rate expected to be discontinued.

In January 2021, the FASB issued ASU No.

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We plan to evaluate the remaining expedients for adoption, as applicable, when contracts are modified.

We currently do not expect this guidance to have a significant impact on our consolidated financial statements.

Refer to Note 22 - Derivative Financial Instruments for additional disclosure information relating to our hedging activity.

In August 2018, the FASB issued ASU No.

2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20):

Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans, which adds, modifies, and clarifies several disclosure requirements for employers that sponsor defined benefit pension or other post retirement plans.

We adopted this guidance as of December 31, 2020.

The adoption did not have a material impact to our financial statements or related disclosures.

In January 2017, the FASB issued ASU No.

2017-04, Intangibles—Goodwill and Other (Topic 350):

Simplifying the Test for Goodwill Impairment .

To simplify the measurement of goodwill impairments, this ASU eliminates Step 2 from the goodwill impairment test, which required the calculation of the implied fair value of goodwill.

Instead, under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount.

We adopted this standard in the first quarter of 2020 and the adoption did not have an impact on our consolidated financial statements.

In June 2016, the FASB issued ASU No.

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Additionally, we recognized a $ 5.7 million cumulative effect adjustment, net of tax, to retained earnings, which includes a $ 7.6 million increase to the allowance for doubtful accounts and a $ 1.9 million net impact to deferred tax assets.

Recent Accounting Standards Not Yet Adopted – In December 2019, the FASB issued ASU No.

2019-12, Income Taxes (Topic 740):

This guidance is effective for fiscal years beginning after December 15, 2020.

Early adoption is permitted.

We are currently assessing the impact of this ASU on our consolidated financial statements and disclosures.

In February 2016, the FASB issued ASU No.

2016-02, Leases (Topic 842) Section A - Leases :

Amendments to the FASB Accounting Standards Codification.

The standard requires lessees to recognize the assets and liabilities arising from leases

on the balance sheet and retains a distinction between finance leases and operating leases.

The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance.

We adopted this standard in the first quarter of 2019 including the practical expedients outlined in ASU No.

2018-01, Leases (Topic 842) Land Easement Practical Expedient for transition to ASC 842 , the additional transition method and election to combine lease and nonlease components for real estate leases outlined in ASU No.

2018-11, Leases (Topic 842) Targeted Improvements , and the accounting policy election outlined in ASU No.

2018-20, Leases (Topic 842) Narrow-scope Improvements for Lessors .

The adoption of the standard has had a significant impact on our consolidated balance sheet due to the recognition of approximately $ 200 million of lease liabilities with corresponding right-of-use assets for operating leases.

Additionally, we recognized a $ 0.8 million cumulative effect adjustment credit, net of tax, to retained earnings.

The adjustment to retained earnings was driven by a build-to-suit capital lease that transitioned to an operating lease under the new standard.

The deferred tax impact on adoption was immaterial.

We have considered the applicability and impact of all ASUs.

We have assessed ASUs not listed above and have determined that they were either not applicable or were not expected to have a material impact on our financial statements.

In March 2019, we acquired VPI Quality Windows, Inc.

VPI is a leading manufacturer of vinyl windows, specializing in customized solutions for mid-rise multi-family, industrial, hospitality and commercial projects, primarily in the western U.S.

VPI is located in Spokane, Washington and is a part of our North America segment.

The fair values of the assets and liabilities acquired of this acquisition are summarized below:

(amounts in thousands) Preliminary Allocation Measurement Period Adjustment Final Allocation

Fair value of identifiable assets and liabilities:

Accounts Receivable

Inventories 2,555 ( 141 ) 2,414

Other current assets 261 40 301

Property and equipment 3,166 176 3,342

Identifiable intangible assets 17,702 5,735 23,437

Operating lease assets 3,739 — 3,739

Goodwill 26,553 ( 3,053 ) 23,500

Other assets 10 — 10

Total assets $ 65,403 $ 2,337 $ 67,740

Accounts payable 2,629 — 2,629

Other current liabilities 1,875 522 2,397

Operating lease liability 3,413 — 3,413

Other liabilities — 1,502 1,502

Total liabilities $ 7,917 $ 2,024 $ 9,941

Purchase price:

Cash consideration, net of cash acquired $ 57,486 $ 313 $ 57,799

The final goodwill of $ 23.5 million, calculated as the excess of the purchase price over the fair value of net assets, represents operational efficiencies and sales synergies, and the full amount is expected to be tax-deductible.

The intangible assets include customer relationships and tradenames and will be amortized over a weighted average amortization period of eight years .

Acquisition-related costs are expensed as incurred and are included in SG&A expense in our accompanying consolidated statements of operations.

We incurred acquisition-related costs of $ 0.4 million during the year ended December 31, 2019.

Prior to our purchase of VPI, certain employees held employment agreements including retention bonuses with service requirements extending into the post-acquisition period.

The cash used to pay the retention bonuses was excluded from our determination of purchase price.

In 2019, we expensed the post-acquisition value of these retention bonuses as acquisition-related cost totaling $ 7.1 million, which are included in SG&A expense in our accompanying consolidated statements of operations for the year ended December 31, 2019.

The purchase price allocation was considered complete as of March 28, 2020.

During 2018, we completed four acquisitions.

The fair values of the assets and liabilities acquired in these acquisitions are summarized below:

(amounts in thousands) Preliminary Allocation Measurement Period Adjustment Final Allocation

Fair value of identifiable assets and liabilities:

Accounts receivable $ 58,714 $ ( 2,079 ) $ 56,635

Inventories 97,305 ( 8,069 ) 89,236

Other current assets 14,910 ( 6,137 ) 8,773

Property and equipment 53,128 26,170 79,298

Identifiable intangible assets 70,057 ( 1,363 ) 68,694

Goodwill 64,950 ( 4,330 ) 60,620

Other assets 7,283 ( 3,528 ) 3,755

Total assets $ 366,347 $ 664 $ 367,011

Accounts payable 29,512 ( 6,097 ) 23,415

Current maturities of long-term debt 17,278 803 18,081

Other current liabilities 27,595 4,496 32,091

Long-term debt 47,369 5,129 52,498

Other liabilities 17,551 ( 2,353 ) 15,198

Total liabilities $ 139,305 $ 1,978 $ 141,283

Purchase price:

Cash consideration, net of cash acquired $ 169,002 $ ( 1,314 ) $ 167,688

Contingent consideration 3,898 — 3,898

Gain on previously held shares 20,767 — 20,767

Existing investment in acquired entity 33,483 — 33,483

Non-cash consideration related to acquired intercompany balances ( 108 ) — ( 108 )

Total consideration, net of cash acquired $ 227,042 $ ( 1,314 ) $ 225,728

Goodwill of $ 60.6 million, calculated as the excess of the purchase price over the fair value of net assets, represents operational efficiencies and sales synergies, and no amount is expected to be tax-deductible.

The intangible assets include customer relationships, tradenames, patents, and software and will be amortized over a weighted average amortization period of 16 years.

Acquisition-related costs of $ 8.1 million were expensed as incurred and are included in SG&A expense in our accompanying consolidated statements of operations for the year ended December 31, 2018.

The purchase price allocation was considered complete for the Domoferm, A&L, ABS, and D&K acquisitions as of March 30, 2019.

The contingent consideration relating to the A&L acquisition was based on underlying business performance through June 2018 and was paid in the third quarter of 2018 in the amount of $ 3.7 million.

The gain on previously held shares relates to the remeasurement of our existing 50 % ownership interest to fair value for one of the recent acquisitions.

We evaluated the acquisitions quantitatively and qualitatively and determined them to be insignificant both individually and in the aggregate.

Therefore, certain pro forma disclosures under ASC 805-10-50 have been omitted.

The results of the acquisitions are included in our consolidated financial statements from the date of their acquisition.

Accounts Receivable

We sell our manufactured products to a large number of customers, primarily in the residential housing construction and remodel sectors, broadly dispersed across many domestic and foreign geographic regions.

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Balance as of January 1, $ ( 12,934 ) $ ( 5,967 ) $ ( 6,227 )

Acquisitions (Note 2)

— ( 235 ) ( 1,668 )

Additions charged to expense

( 649 ) ( 961 ) ( 2,769 )

Charges to income (expense) 765 ( 649 ) ( 961 )

Write-offs 1,694 1,898 1,407

Additions related to adoption of 2016-09 — ( 7,635 ) —

1,898 1,407 2,301

Acquisitions — — ( 235 )

Currency translation

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Land improvements $ 31,808 $ 32,312

$ 32,312 $ 34,211

536,376 511,563

Buildings 519,008 536,376

Machinery and equipment 1,461,884 1,508,979

1,508,979 1,423,809

Total depreciable assets 2,012,700 2,077,667

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673,643 728,244

72,525 69,262

Land 65,641 72,525

Construction in progress 59,520 71,816

71,816 77,622

Total property and equipment, net $ 798,804 $ 872,585

The prior year figures in the table above have been revised to correct for errors associated with our accounting for retirements and disposal of the fair value adjustments of buildings, machinery and equipment, and accumulated depreciation associated with a 2006 acquisition in Europe.

The effect of the errors was to understate the amounts previously reported for buildings by $ 9.3 million, machinery and equipment by $ 54.6 million, total depreciable assets by $ 63.9 million, and accumulated depreciation by $ 63.9 million.

In the fourth quarter of 2019, we placed in service a newly constructed plant and corresponding machinery and equipment located within our Australasia segment.

In the fourth quarter of 2021, we reclassified $ 35.9 million of property, plant and equipment, net, to assets held for sale.

Refer to Note 18 - Held for Sale for additional information.

We monitor all property and equipment for any indicators of potential impairment.

We recorded impairment charges of $ 2.0 million, $ 2.0 million, and $ 3.7 million during the years ended December 31, 2021, December 31, 2020, and December 31, 2019, respectively.

The effect on our carrying value of property and equipment due to currency translations for foreign assets was an increase of $ 27.1 million and a decrease of $ 2.0 million for the years ended December 31, 2020 and December 31, 2019, respectively.

The effect on our carrying value of property and equipment due to currency translations for foreign property and equipment, net, was a decrease of $ 21.9 million and an increase of $ 27.1 million for the years ended December 31, 2021 and December 31, 2020, respectively.

Depreciation expense was recorded as follows:

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Balance as of December 31, 2019 $ 247,502 $ 273,912 $ 81,086 $ 602,500

26,553 — — 26,553

Acquisition remeasurements

( 1,535 ) — ( 1,248 ) ( 2,783 )

Sale of business unit ( 1,343 ) — — ( 1,343 )

Currency translation

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Balance as of December 31, 2020 $ 247,650 $ 303,397 $ 88,820 $ 639,867

Transfers to assets held for sale (Note 18)

( 65,000 ) — — ( 65,000 )

Currency translation

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Balance as of December 31, 2021

We have recorded impairments in prior periods related to the divestiture of certain operations.

Cumulative impairments of goodwill totaled $ 1.6 million at December 31, 2018.

$ 182,645 $ 278,668 $ 83,900 $ 545,213

In accordance with current accounting guidance, we identified three reporting units for the purpose of conducting our goodwill impairment review.

In determining our reportable units, we considered (i) whether an operating segment or a component of an operating segment was a business, (ii) whether discrete financial information was available, and (iii) whether the financial information is regularly reviewed by management of the operating segment.

We performed our annual impairment assessment during the beginning of the December fiscal month of 2020.

The excess of the fair value of our reporting units over their respective carrying values for the three reporting units exceeded 20 %.

No impairment loss was recorded in 2020, 2019, or 2018.

We performed our annual impairment assessment as of the beginning of the December fiscal month of 2021.

For the years ended December 31, 2021, 2020, and 2019, each reporting unit’s fair value was in excess of its net carrying value, and therefore, no goodwill impairment was recorded.

Intangible Assets, Net

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Customer relationships and agreements $ 155,006 $ ( 68,186 ) $ 86,820

$ 151,540 $ ( 57,326 ) $ 94,214

92,821 ( 18,222 ) 74,599

Software 106,697 ( 26,801 ) 79,896

Trademarks and trade names 60,699 ( 9,821 ) 50,878

58,088 ( 7,512 ) 50,576

Patents, licenses and rights 48,759 ( 20,298 ) 28,461

45,392 ( 14,454 ) 30,938

Total amortizable intangibles $ 371,161 $ ( 125,106 ) $ 246,055

Through December 31, 2020, we have capitalized software costs of $ 76.4 million related to the application development stage of our global ERP system implementation, including $ 16.2 million during the year ended December 31, 2020 and

$ 31.8 million during the year ended December 31, 2019.

Through December 31, 2021, we have capitalized software costs of $ 90.1 million related to the application development stage of our global ERP system implementation, including $ 14.0 million during the year ended December 31, 2021.

In March 2020, we impaired $ 3.4 million of capitalized software within impairment and restructuring charges in the accompanying consolidated statements of operations due to delays in implementation of certain ERP modules and the uncertainty of its future.

In the third quarter 2020, we reduced the estimated useful life of our initial ERP instance from 15 years to 10 years to align with our current plans for our future global ERP system.

In the fourth quarter, we placed in service and began amortizing our current global ERP instance over its estimated useful life of 10 years.

In the third quarter of 2020, we reduced the estimated useful life of our initial ERP instance from 15 years to 10 years to align with our current plans for our future global ERP system.

In the fourth quarter of 2020, we placed in service and began amortizing our current global ERP instance over its estimated useful life of 10 years.

As of December 31, 2021, we have placed $ 85.9 million in service and are amortizing the cost of our global ERP system over its estimated useful life.

The effect on our carrying value of intangible assets due to currency translations for foreign assets was an increase of $ 9.2 million and a decrease of $ 1.5 million for the years ended December 31, 2020 and December 31, 2019, respectively.

See Note 2 - Acquisitions for a discussion of our acquisitions and associated intangible assets.

The effect on our carrying value of intangible assets due to currency translations for foreign intangible assets was a decrease of $ 6.3 million and an increase of $ 9.2 million for the years ended December 31, 2021 and December 31, 2020, respectively.

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable.

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During the years ended December 31, 2021 and December 31, 2020, we obtained $ 41.9 million and $ 55.5 million in right-of-use assets, respectively, in exchange for operating lease liabilities, primarily relating to manufacturing equipment.

have revised the prior year right-of-use asset in exchange for operating lease liabilities amount to include all noncash operating lease activity.

In December 2019, we entered into a 10 year operating lease for a replacement corporate airplane with an ROU asset of $ 11.7 million.

During the years ended December 31, 2021 and December 31, 2020, we obtained $ 1.7 million and $ 3.3 million in right-of-use assets, respectively, in exchange for finance lease liabilities.

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(1) Operating lease payments include $ 1.6 million related to options to extend lease terms that are reasonably certain of being exercised.

During the first quarter of 2018, we purchased the remaining outstanding shares of a 50 % owned equity method investment and we recognized a gain of $ 20.8 million on the previously held shares.

This investment is now eliminated in consolidation.

The results of operations for the equity method investment as of December 31, 2018 is summarized below:

(amounts in thousands)

Net sales $ 91,234

Gross profit 18,261

Net income 1,752

Adjustment for profit (loss) in inventory ( 138 )

Net income attributable to Company 738

Sales to affiliates totaled $ 16.5 million, purchases from affiliates totaled $ 1.0 million, and no impairments were recorded in 2018.

Accrued Payroll and Benefits

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Accrued payroll and commissions 34,398 29,911

Accrued bonuses 28,100 11,101

Accrued payroll taxes 27,127 26,218

Other accrued benefits 11,720 8,052

Accrued bonuses 6,562 28,100

defined contributions and other accrued benefits 3,406 9,559

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(amounts in thousands) 2021 2020

Legal claims provision $ 108,629 $ 79,332

Accrued sales and advertising rebates

$ 90,623 $ 87,030

Current portion of operating lease liability (Note 8)

44,319 45,254

Current portion of operating lease liability 43,880 44,319

Accrued expenses 30,320 15,751

Non-income related taxes

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Accrued freight 19,020 18,967

Accrued expenses

15,751 17,278

Deferred revenue 13,453 7,986

Accrued income taxes payable 16,237 11,224

Current portion of accrued claim costs relating to self-insurance programs

14,352 11,882

Accrued income taxes payable 11,224 1,999

Deferred revenue 13,884 13,453

Current portion of derivative liability (Note 22)

Accrued interest payable

Legal claims provision 3,476 108,629

Current portion of restructuring accrual (Note 19)

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Warranties are normally limited to servicing or replacing defective components for the original customer.

Product defects arising within six months of sale are

classified as manufacturing defects and are not included in the current period expense below.

Product defects arising within six months of sale are classified as manufacturing defects and are not included in the current period expense below.

Some warranties are transferable to subsequent owners and are either limited to 10 years from the date of manufacture or require pro-rata payments from the customer.

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Balance as of January 1 $ 52,296 $ 49,716 $ 46,468

Current period expense

23,906 20,853 21,822

Current period charges 27,928 23,906 20,853

Liabilities assumed due to acquisition

— 2,104 1,550

Experience adjustments

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( 28,558 ) ( 25,113 ) ( 21,818 )

Transfers to assets held for sale (Note 18)

Currency translation

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Mortgage notes 1.65 % 25,411 29,296

Installment notes for stock — % — 205

1,720,883 1,781,351

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The proceeds were net of fees and expenses associated with debt issuance, including an underwriting fee of 1.25 %.

Interest is payable semiannually, in arrears, each May and November through maturity, beginning November 2020.

Interest is payable semiannually, in arrears, each May and November through maturity, which began November 2020.

In December 2017, we issued $ 800.0 million of unsecured Senior Notes in two tranches:

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Facility - In December 2017, along with the issuance of the Senior Notes, we re-priced and amended the facility, which resulted in a principal balance of $ 440.0 million.

These re-priced term loans were offered at par and bear interest at the further reduced rate of LIBOR (subject to a floor of 0.00 %) plus a margin of 1.75 % to 2.00 %, determined by our corporate credit ratings.

These re-priced term loans were offered at par and bore interest at the rate of LIBOR (subject to a floor of 0.00 %) plus a margin of 1.75 % to 2.00 %, determined by our corporate credit ratings.

This amendment also modified other terms and provisions, including providing for additional covenant flexibility and additional capacity under the facility.

In February 2019, we purchased interest rate caps in order to effectively fix a 3.0 % per annum ceiling on the LIBOR component of an aggregate $ 150.0 million of our term loans.

The caps became effective March 29, 2019 and expire December 31, 2021.

The caps became effective March 2019 and expired in December 2021.

In September 2019, we amended the Term Loan Facility to provide for an incremental aggregate principal amount of $ 125.0 million and used the proceeds primarily to repay $ 115.0 million of outstanding borrowings under the ABL Facility.

The proceeds were net of the original issue discount of 0.5 %, or $ 0.6 million, as well as $ 0.6 million in fees and expenses associated with the debt issuance.

This amendment requires that approximately $ 1.4 million of the aggregate principal amount be repaid quarterly until the maturity date.

There were no other changes to key terms and the facility maintains its original maturity date in December 2024.

At December 31, 2020, the outstanding principal balance, net of original issue discount, was $ 549.4 million.

This amendment required that approximately $ 1.4 million of the aggregate principal amount be repaid quarterly until the maturity date.

In July 2021, we amended the Term Loan Facility to, among other things, extend the maturity date from December 2024 to July 2028 and provide additional covenant flexibility.

Pursuant to the amendment, certain existing and new lenders advanced $ 550.0 million of replacement term loans, the proceeds of which were used to prepay in full the amount outstanding under the existing term loans.

The replacement term loans bear interest at LIBOR (subject to a floor of 0.00 %) plus a margin of 2.00 % to 2.25 % depending on JWI’s corporate credit ratings.

In addition, the amendment also modifies certain other terms and provisions of the Term Loan Facility.

Voluntary prepayments of the replacement term loans are permitted at any time, in certain minimum principal amounts, but are subject to a 1.00 % premium during the first six months.

As a result of this amendment, we recognized debt extinguishment costs of $ 1.3 million , which included $ 1.0 million of unamortized debt issuance costs and original discount fees.

As of the date of the amendment, the outstanding principal balance, net of original issue discount, was $ 548.6 million.

As of December 31, 2021, the outstanding principal balance, net of original issue discount, was $ 545.9 million.

In May 2020, we entered into interest rate swap agreements with a weighted average fixed rate of 0.395 % paid against one-month LIBOR floored at 0.00 % with outstanding notional amounts aggregating to $ 370.0 million corresponding to that amount of the debt outstanding under our Term Loan Facility.

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Australia Facility - In June 2019, we reallocated AUD 5.0 million from the term loan commitment to the interchangeable commitment of the Australia Senior Secured Credit Facility.

The amended AUD 50.0 million floating rate term loan facility bears interest at a base rate of BBSY plus a margin ranging from 1.00 % to 1.10 %, includes a line fee of 1.25 % on the commitment amount, and matures in February 2023.

This facility had an outstanding principal balance of AUD 50.0 million ($ 38.5 million ) as of December 31, 2020.

Both the term loan and non-term loan portions of the Australia Senior Secured Credit Facility are secured by guarantees of JWA and its subsidiaries, fixed and floating charges on the assets of JWA group, and mortgages on certain real properties owned by the JWA group.

The agreement requires that JWA maintain certain financial ratios, including a minimum consolidated interest coverage ratio and a maximum consolidated debt to EBITDA ratio.

The amended AUD 50.0 million floating rate term loan facility bore interest at a base rate of BBSY plus a margin ranging from 1.00 % to 1.10 %, included a line fee of 1.25 % on the commitment amount, and was set to mature in February 2023.

During the second quarter of 2021, we repaid the outstanding principal balance of AUD 50.0 million ($ 38.4 million) and terminated the term loan commitment.

Both the term loan and non-term loan portions of the Australia Senior Secured Credit Facility are or were secured by guarantees of JWA and its subsidiaries, fixed and floating charges on the assets of JWA group, and mortgages on certain real properties owned by the JWA group.

The combined agreement requires that JWA maintain certain financial ratios, including a minimum consolidated interest coverage ratio and a maximum consolidated debt to EBITDA ratio.

The agreement limits dividends and repayments of intercompany loans where the JWA group is the borrower and limits acquisitions without the bank’s consent.

Revolving Credit Facilities

ABL Facility - In December 2019, we amended the ABL facility, a $ 400 million asset-based loan revolving credit facility maturing in December 2022, which did not have a financial impact.

This facility bears interest primarily at LIBOR (subject to a floor of 0.00 %) plus a margin of 1.25 % to 1.75 %, determined by availability.

ABL Facility - In December 2019, we amended the ABL facility, at the time a $ 400.0 million asset-based loan revolving credit facility and would have matured in December 2022, which did not have a financial impact.

This facility previously bore interest primarily at LIBOR (subject to a floor of 0.00 %) plus a margin of 1.25 % to 1.75 %, determined by availability.

Extensions of credit are limited by a borrowing base calculated based on specified percentages of the value of eligible accounts receivable and inventory, subject to certain reserves and other adjustments.

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The ABL Facility has a minimum fixed charge coverage ratio that we are obligated to comply with under certain circumstances.

The ABL Facility has various non-financial covenants, including restrictions on liens, indebtedness, dividends, customary representations and warranties, and customary events of defaults and remedies.

The ABL Facility has various non-financial covenants, including restrictions on liens, indebtedness, dividends, customary representations and warranties, and share repurchases, as well as customary events of default and remedies.

In March 2020, we drew $ 100.0 million under our ABL Facility as a precautionary measure to ensure funding of our seasonal working capital cash requirements given the significant impact of the COVID-19 pandemic on global financial markets and economies.

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businesses in determining our availability, which expanded our borrowing base.

In July 2021, we amended the ABL Facility to, among other things, extend the maturity date from December 2022 to July 2026, increase the aggregate commitment to $ 500.0 million, amend the interest rate grid applicable to the loans thereunder, provide additional covenant flexibility, and conform certain terms and provisions to the Term Loan Facility.

Pursuant to the amendment, the amount allocated to U.S.

borrowers was increased to $ 465.0 million.

The amount that could be allocated to Canadian borrowers was maintained at $ 35.0 million.

Borrowings under the ABL Facility bear, at the borrower’s option, interest at either a base rate plus a margin of 0.25 % to 0.50 % depending on excess availability or LIBOR plus a margin of 1.25 % to 1.50 % depending on excess availability.

As of December 31, 2021, we had no outstanding borrowings, $ 36.7 million in letters of credit and $ 425.8 million available under the ABL Facility.

Australia Senior Secured Credit Facility - In June 2019, we amended the Australia Senior Secured Credit Facility, reallocating availability from the Australia Term Loan Facility and collapsing the floating rate revolving loan facility into an AUD 35.0 million interchangeable facility to be used for guarantees, asset financing, and loans of 12 months or less.

May 2020, we amended this facility to relax certain financial covenants and provide for a supplemental AUD 30.0 million floating rate revolving loan facility to be used for loans bearing interest at BBSY plus a margin of 1.10 %, and a line fee of 0.90 %, and maturing on June 30, 2021.

The facility may be used only if and when the AUD 35.0 million interchangeable facility is fully utilized.

As of December 31, 2020, we had AUD 30.0 million ($ 23.1 million) available under this facility.

In addition, the AUD 35.0 million interchangeable facility was renewed with relaxed financial maintenance covenants to at least June 30, 2021 and its line fee increased to 0.70 %, compared to a line fee of 0.50 % under the previous amendment.

The non-term loan portion of the Australia Senior Secured Credit Facility no longer has a set maturity date but is instead subject to an annual review.

The interchangeable facility no longer has a set maturity date but is instead subject to an annual review.

In May 2020, we amended the Australia Senior Secured Credit Facility to relax certain financial covenants.

The amended non-term loan portion of the facility bore line fees of 0.70 %, compared to line fees of 0.50 % under the previous amendment.

The amendment also provided for a supplemental AUD 30.0 million floating rate revolving loan facility.

In December 2021, we amended the Australia Senior Secured Credit Facility to reinstate maintenance financial covenant ratios to pre-pandemic thresholds and renew the facility through the next annual review, which will occur in June 2022.

The amended facility includes line fees of 0.50 %, compared to line fees of 0.70 % under the previous amendment.

As of December 31, 2021, we had AUD 22.6 million ($ 16.4 million) available under this facility.

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Mortgage Notes – In December 2007, we entered into thirty-year mortgage notes secured by land and buildings with principal payments which began in 2018.

At December 31, 2020, we had DKK 177.4 million ( $ 29.3 million) outstanding under these notes.

As of December 31, 2021, we had DKK 166.9 million ($ 25.4 million) outstanding under these notes.

Finance leases and other financing arrangements – In addition to finance leases, we include insurance premium financing arrangements and loans secured by equipment in this category.

At December 31, 2020, we had $ 113.2 million outstanding in this category, with maturities ranging from 2021 to 2028.

As of December 31, 2021, we had $ 97.9 million outstanding in this category, with maturities ranging from 2022 to 2028.

As of December 31, 2021, we were in compliance with the terms of all of our credit facilities and the indentures governing the Senior Notes and Senior Secured Notes.

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Other liabilities 1,921 2,594

Deferred income 278 —

Long term derivative liability (Note 22)

Restructuring accrual (Note 20)

Total deferred credits and other liabilities $ 102,879 $ 91,368

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Additional information is disclosed within Note 1 - Summary of Significant Accounting Policies within COVID-19.

Income (loss) before taxes, equity earnings is comprised of the following for the years ended December 31:

Income before taxes, equity earnings is comprised of the following for the years ended December 31:

(amounts in thousands) 2021 2020 2019

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Foreign income 148,783 125,466 120,829

Total income before taxes, equity earnings $ 116,675 $ 120,045 $ 131,111

Our foreign income is primarily driven by our subsidiaries in Australia, Canada, Germany, and the U.K.

The statutory tax rates are 30 %, 27 %, 29 %, and 19 %, respectively.

Total income before taxes $ 204,362 $ 116,675 $ 120,045

Our foreign income is historically driven by our subsidiaries in Australia, Canada, Germany, and the U.K.

Significant components of the provision for income taxes are as follows for the years ended December 31:

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Deferred taxes ( 14,973 ) ( 9,063 ) 21,838

Total provision (benefit) for income taxes $ 25,089 $ 57,074 $ ( 10,058 )

On December 22, 2017, the Tax Act was enacted in the U.S.

The specific provisions of the Tax Act had both direct and indirect impacts on our 2017 and 2018 results and continue to materially affect our financial results as regulations continue to be finalized.

As of December 31, 2018, we completed our accounting for the income tax effects of the Tax Act as of the enactment date.

As further discussed below, we recognized a tax benefit of $ 40.2 million in 2018 which effectively reduced the net charges recorded at December 31, 2017.

These adjustments were accounted for as a component of income tax expense from continuing operations.

The specific adjustments recorded were (i) an increase to the tax expense recorded related to the revaluation of our net deferred tax assets from $ 21.1 million to $ 55.3 million resulting in an additional charge to 2018 earnings of $ 34.2 million, (ii) a reduction of the estimate of the one-time deemed repatriation tax from $ 11.3 million to zero resulting in a tax benefit recorded in 2018 earnings of $ 11.3 million, and (iii) a reduction of the additional tax expense recorded related to the premised repatriation of funds from foreign subsidiaries from $ 65.8 million to $ 2.7 million resulting in a tax benefit recorded in 2018 earnings of $ 63.1 million.

The Tax Act subjects a U.S.

shareholder to current U.S.

tax on GILTI earned by certain foreign subsidiaries.

GILTI had a material effect on our effective tax rate in 2020, 2019, and 2018 and will likely continue to have such an effect in future periods.

Total provision for income taxes $ 35,540 $ 25,089 $ 57,074

The FASB Staff Q&A, Topic 740, No.

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Included in these final regulations was a provision to allow taxpayers to make an annual election to exclude certain foreign income which is subject to a threshold level of tax in their respective foreign jurisdiction from US tax as GILTI (the High Tax Exclusion or “HTE election”).

While this HTE election had been outlined in the proposed regulations issued in 2019, the final regulations allowed the election to be applied retroactively to tax years 2018 and 2019.

While this HTE election had been outlined in the proposed regulations issued in 2019, the final regulations allowed the election to be applied retroactively.

By making this election as well as finalizing other related planning steps, we were able to effectively restore certain tax attributes recorded as deferred tax assets consisting primarily of U.S.

net operating losses originally impacted by GILTI resulting in net tax benefit of $ 10.8 million.

NOLs originally impacted by GILTI resulting in net tax benefit of $ 10.8 million.

The CARES Act, among other things, increased the limitation on the deductibility of business interest to 50% of "adjusted taxable income" for taxable years beginning after December 31, 2018 and before January 1, 2021 and allows taxpayers to elect to compute the limitation on business interest expense for 2020 by using its "adjusted taxable income" from 2019.

The CARES Act also suspends the 80% limitation on the deduction of net operating losses for taxable years beginning before January 1, 2021 and enables taxpayers to carry back net operating losses generated in a taxable year beginning after December 31, 2017 and before January 1, 2021 to each of the five preceding taxable years.

The CARES Act also contains provisions relating to refundable payroll tax credits, deferment of employer side social security payments, alternative minimum tax credit refunds, and technical corrections, among others.

We have considered the impacts of these provisions with respect to certain deferrals of tax and other payments, as well as the enhanced depreciation provisions for qualified improvement property and certain elections relating to interest expense limitations.

The significant components of the deferred income tax benefit attributed to income from continuing operations for the year ended December 31, 2020, were the net increases in deferred tax assets related to the HTE election explained above.

The significant components of the deferred income tax benefit attributed to income from continuing operations for the year ended December 31, 2021 were the favorable effects of tax planning optimizing the HTE election completed during the year allowing us to further reduce the impact of GILTI.

The significant components of deferred income tax expense attributed to income from continuing operations for the year ended December 31, 2019, were increases to the valuation allowances for deferred tax assets, primarily in the U.S.

The significant components of the deferred income tax benefit attributed to income from continuing operations for the year ended December 31, 2018, were the adjustments related to the provisional amounts of the income tax effects of the Tax Act and the additional release of valuation allowances, primarily in the U.S.

Reconciliation of the U.S.

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3,172 1.6 1,653 1.4 1,276 1.1

Acquisition of ABS

— — — — ( 10,189 ) ( 7.8 )

Equity based compensation

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8,711 4.3 ( 2,685 ) ( 2.3 ) 1,604 1.3

Change in indefinite reversal assertion 5,016 2.5 — — — —

Termination of hedge accounting

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451 0.2 380 0.3 92 0.1

Effective rate for continuing operations $ 25,089 21.5 % $ 57,074 47.5 % $ ( 10,058 ) ( 7.7 )%

In 2020, we recorded tax benefit of $ 10.8 million related to the HTE election and related planning.

Specifically, this benefit consisted of 1) benefits directly related to the HTE election of $ 21.8 million disclosed as U.S.

Tax Reform above, 2) reduction of the U.S.

valuation allowance in the amount of $ 20.1 million disclosed as a component of the Valuation Allowance line above, partially offset by 3) tax expense related to a reduction in U.S.

foreign tax credit carryforwards totaling $ 28.0 million, and 4) additional state tax expense related to the adjustments above totaling $ 3.1 million.

In 2019, we recorded tax expense of $ 4.5 million upon the termination of hedge accounting to relieve the disproportionate tax effect previously in Accumulated Other Comprehensive Income.

The tax benefit arising from the disposition of our subsidiary, CMD, is $ 2.4 million and included in the “Disposition of subsidiary” line in the reconciliation of tax expense table above.

In 2018, we recorded a tax benefit of $ 40.2 million to revise the provisional estimates recorded under the Tax Act.

Tax Reform” line in the reconciliation of tax expense above totals $ 62.8 million and is comprised of tax benefit of $ 11.3 million for the reduction of the estimated one-time deemed repatriation tax, tax benefit of $ 85.7 million attributed to the restoration of the Company’s net operating losses, offset by tax expense of $ 34.2 million for the revaluation of our deferred tax assets.

The remaining tax expense is comprised of:

additional tax expense of $ 97.6 million for the reduction of foreign tax credits included in “Tax rate differences and credits”, offset by tax benefit of $ 75.0 million included above as “Valuation allowance”.

In 2018, we recorded a benefit of $ 10.2 million related to certain tax effects of ABS transitioning to a wholly-owned subsidiary and the tax effects of the gain recognized on the acquisition.

Effective tax rate $ 35,540 17.4 % $ 25,089 21.5 % $ 57,074 47.5 %

During the year ended December 31, 2021, we recognized $ 12.2 million of U.S.

tax benefits attributed to the effect of tax planning, primarily related to the impact of GILTI, a benefit of $ 6.7 million from the reduction to state NOL and state credits valuation allowance, and $ 3.6 million of tax benefit attributable to research and development tax credits, partially offset by $ 5.0 million tax expense attributable to removing our assertion on certain undistributed foreign earnings.

During the year ended December 31, 2020, we recognized a tax benefit of $ 10.8 million related the HTE election and related planning.

The tax benefit consisted of a benefit of $ 21.8 million directly related to the HTE election, a benefit of $ 20.1 million from the reduction of the U.S.

valuation allowance, partially offset by tax expense of $ 28.0 million related to a reduction in U.S.

foreign tax credit carryforwards, and $ 3.1 million of additional state tax expense related to the adjustments above.

During the year ended December 31, 2019, we recognized tax expense of $ 4.5 million upon the termination of hedge accounting to relieve the disproportionate tax effect previously in accumulated other comprehensive income.

We also recognized a $ 2.4 million tax benefit arising from the disposition of our subsidiary, Creative Media Development, Inc.

Deferred income taxes are provided for the temporary differences between the financial reporting basis and tax basis of our assets, liabilities, and operating loss carryforwards.

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34,532 52,057

Investments and marketable securities

Allowance for doubtful accounts and notes receivable 3,856 3,887

Investments and marketable securities

Gross deferred tax assets 363,143 356,934

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( 53,410 ) ( 56,370 )

Investments and marketable securities

Investment in subsidiaries ( 4,218 ) —

Deferred tax liabilities ( 122,689 ) ( 113,214 )

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We consider the scheduled reversal of deferred tax liabilities (including the effect of available carryback and carryforward periods), and projected taxable income in making this assessment.

To fully utilize the NOL and tax credits carryforwards, we will need to generate sufficient future taxable income in each respective jurisdiction before the expiration of the deferred tax assets governed by the applicable tax code.

Our valuation allowance was $ 51.8 million as of December 31, 2020, which represents a decrease of $ 15.8 million from December 31, 2019 and was allocated to continuing operations.

The decrease in the valuation allowance primarily relates to a decrease of $ 20.1 million for U.S.

foreign tax credits, partially offset by an increase of $ 1.1 million for state net operating losses ("NOL") and credits due to the impact of forecasted taxable income in the carry-forward period, an increase of $ 1.5 million for changes in current year earnings for certain other subsidiaries, and foreign exchange.

Our valuation allowance was $ 67.7 million as of December 31, 2019, which represents an increase of $ 10.1 million from December 31, 2018 and was allocated to continuing operations.

The increase in the valuation allowance primarily relates to an increase of $ 3.9 million due to expiring foreign tax credits, an increase of $ 3.6 million for state net operating losses ("NOL") and credits due to the impact of forecasted taxable income in the carry-forward period, an increase of $ 1.8 million for our Chilean subsidiary, and other changes to existing valuation allowances totaling approximately $ 0.8 million for changes in current year earnings for certain other subsidiaries and foreign exchange.

To fully utilize the NOLs and tax credits carryforwards, we will need to generate sufficient future taxable income in each respective jurisdiction before the expiration of the deferred tax assets governed by the applicable tax code.

We had a valuation allowance of $ 45.5 million and $ 51.8 million as of December 31, 2021 and December 31, 2020, respectively.

The decrease was allocated to continuing operations and primarily driven by a decrease of $ 6.7 million for state NOL and state credits due to the impact of forecasted taxable income in the carry-forward period.

We had a valuation allowance of $ 51.8 million and $ 67.7 million as of December 31, 2020 and December 31, 2019, respectively.

The decrease was allocated to continuing operations and primarily driven by a decrease of $ 20.1 million for U.S.

foreign tax credits, partially offset by an increase of $ 1.1 million for state NOL and credits due to the impact of forecasted taxable income in the carry-forward period, an increase of $ 1.5 million for changes in current year earnings for certain other subsidiaries, and foreign exchange.

The following is the activity in our valuation allowance:

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Release of valuation allowances

7,510 20,111 —

Currency translation

1,347 ( 1,672 ) ( 49 )

Balance as of December 31, $ ( 51,847 ) $ ( 67,664 ) $ ( 57,571 )

Loss Carryforwards – We reduced our income tax payments by utilizing NOL carryforwards of $ 97.7 million in 2020, $ 208.0 million in 2019 and $ 163.7 million in 2018.

The 2020 utilization is offset by the restoration of certain NOL’s totaling approximately $ 203.4 million primarily as a result of the HTE election and related planning as outlined above and differences arising from tax return filings.

At December 31, 2020, our federal, state and foreign NOL carryforwards totaled $ 1,428.9 million, of which $ 94.1 million does not expire and the remainder expires as follows:

Balance at period end $ ( 45,476 ) $ ( 51,847 ) $ ( 67,664 )

Loss Carryforwards – We generated net NOL carryforwards of $ 149.7 million worldwide due to taxable losses incurred during the year ended December 31, 2021.

We reduced our income tax payments by utilizing NOL carryforwards of $ 10.6 million, $ 97.7 million, and $ 208.0 million during the years ended December 31, 2021, 2020, and 2019, respectively.

The 2020 utilization was offset by the restoration of certain NOL’s totaling approximately $ 203.4 million primarily as a result of the HTE election and related planning as outlined above as well as differences arising from tax return filings.

At December 31, 2021, our federal, state and foreign NOL carryforwards totaled $ 1,560.6 million, of which $ 96.4 million does not expire;

the remainder expires as follows:

(amounts in thousands)

2021 $ 15,323

Thereafter 1,344,930

Total loss carryforwards $ 1,464,222

We utilized approximately $ 146.2 million of NOL carryforwards in the U.S.

however, the deferred tax asset related to these NOLs actually increased due to the restoration of certain loss carryforwards upon the finalization of the accounting for effects of the Tax Act.

At December 31, 2020, our capital loss carryforwards totaled $ 22.4 million, which are all foreign and do not expire.

As of December 31, 2021, our capital loss carryforwards totaled $ 21.1 million, which are all foreign and do not expire.

Section 382 Net Operating Loss Limitation – On November 20, 2017 and October 3, 2011, we had a change in ownership pursuant to Section 382 of the Code.

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$ 68 $ 16,846 $ 18,281 $ 7,216 $ 1,895 $ 102 $ 44,408

Earnings of Foreign Subsidiaries – Historically, we have not provided for U.S.

tax impacts of any unremitted earnings of its foreign subsidiaries.

The Tax Act made significant changes to the taxation of undistributed foreign earnings, including that all previously untaxed earnings and profits of our controlled foreign corporations be subjected to a one-time deemed repatriation tax in 2017.

In its final analysis of the effects of the Tax Act, the Company provided for U.S.

income taxes on approximately $ 121.0 million of earnings of our foreign subsidiaries deemed to be repatriated.

Beginning in 2018, the Tax Act provides for a 100% dividends received deduction for untaxed earnings received from most foreign corporations.

The repatriation tax substantially eliminated the basis difference that existed previously for purposes of ASC Topic 740.

Although dividend income is now generally exempt from U.S.

federal income tax in the hands of U.S.

corporate shareholders, the guidance of ASC 740-30 still applies to account for the tax consequences of outside basis differences and other tax impacts of investments in non-U.S.

subsidiaries.

Although likely not subject to U.S.

federal taxation, there are limited other taxes that could continue to apply such as foreign income and withholding as well as certain state taxes.

The Company routinely evaluates its indefinite reversal assertion on the outside basis difference in non-U.S.

subsidiaries that allows the nonrecognition of associated deferred taxes.

As of December 31, 2020, the Company has not recorded deferred tax liabilities or assets for the outside basis difference in any foreign subsidiary.

We have concluded that a majority of the unremitted earnings of our foreign subsidiaries are indefinitely reinvested, with certain minor exceptions that do not have an associated tax cost.

We hold a combined book-over-tax outside basis difference of $ 449.4 million in

our investment in foreign subsidiaries and may incur up to $ 22.0 million of local country income and withholding taxes in case of distribution of unremitted earnings.

Earnings of Foreign Subsidiaries – The Company continually evaluates its global cash needs and has historically asserted that most of its unremitted foreign earnings are permanently reinvested and did not record deferred taxes on such amounts.

During the third quarter of 2021, the Company determined that it could no longer make this assertion as cash from foreign subsidiaries may be remitted in the foreseeable future.

As a result, the Company removed its indefinite reinvestment assertion on a majority of unremitted earnings and certain other aspects of outside basis differences in its foreign subsidiaries and has recorded the deferred tax impacts in the period to account for potential withholdings and income taxes.

During 2021, the Company recorded a deferred tax expense of $ 5.0 million related to taxes which would be owed if these earnings were remitted to the U.S.

The Company continues to make an indefinite reinvestment assertion on other aspects of the outside basis differences in foreign subsidiaries that would attract a significant cost of capital.

For the portion of our outside basis in foreign subsidiaries that we maintain an indefinite reinvestment assertion, we hold a combined book-over tax basis difference of $ 261.9 million and $ 449.4 million as of December 31, 2021 and December 31, 2020, respectively.

We estimate potential withholding and income taxes of $ 13.1 million on the portion of our outside basis difference in foreign subsidiaries for which we continue to make an indefinite reinvestment assertion as of December 31, 2021, compared to $ 22.0 million as of December 31, 2020.

The Company continues to evaluate its cash needs and may update its assertion in future periods.

Dual-Rate Jurisdiction – Estonia and Latvia tax the corporate profits of resident corporations at different rates depending upon whether the profits are distributed.

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The liability for the tax on distributed profits is recorded as an income tax expense in the period in which a dividend is declared.

The amount of retained earnings at December 31, 2020 and 2019 for our Estonia subsidiary, which, if distributed, would be subject to this tax was $ 74.8 million and $ 69.2 million, respectively.

The amount of retained earnings at December 31, 2020 and 2019 for our Latvian subsidiary which, if distributed, would be subject to a 20% corporate income tax rate is $ 24.3 million and $ 21.4 million, respectively.

Tax Payments and Balances – We made tax payments of $ 26.8 million in 2020, $ 32.1 million in 2019, and $ 49.7 million in 2018 primarily for foreign liabilities.

We received tax refunds of $ 6.4 million in 2020, $ 5.6 million in 2019, and $ 3.3 million in 2018 and the primary jurisdictions for which refunds were received in the current year are Australia, Austria, and the U.S.

We recorded global receivables for refunds of $ 4.1 million at December 31, 2020 and $ 9.0 million at December 31, 2019, which is included in other current assets on the accompanying consolidated balance sheets.

We recorded foreign payables for taxes of $ 11.2 million at December 31, 2020 and $ 2.0 million at December 31, 2019, which is included in accrued income taxes payable in the accompanying consolidated balance sheets.

We do not have any non-current taxes receivable or payable as of December 31, 2020.

The balance of retained earnings of our Estonian subsidiary which, if distributed, would be subject to this this tax was $ 78.7 million and $ 74.8 million as of December 31, 2021 and December 31, 2020, respectively.

The balance of retained earnings of our Latvian subsidiary which, if distributed, would be subject to this tax was $ 27.0 million and $ 24.3 million as of December 31, 2021 and December 31, 2020, respectively.

Tax Payments and Balances – We made tax payments of $ 38.6 million, $ 26.8 million, $ 32.1 million during the years ended December 31, 2021, 2020, and 2019, respectively, primarily for foreign liabilities.

We received tax refunds of $ 2.1 million, $ 6.4 million, and $ 5.6 million during the years ended in December 31, 2021, 2020, and 2019, respectively.

The primary jurisdictions for which refunds were received in the current year are Australia and the U.S.

Total receivables for tax refunds are recorded in other current assets in the accompanying balance sheets and totaled $ 4.0 million and $ 4.1 million at December 31, 2021 and December 31, 2020, respectively.

Foreign payables for taxes are recorded in accrued income taxes payable in the accompanying balance sheets and totaled $ 16.2 million and $ 11.2 million at December 31, 2021 and December 31, 2020, respectively.

We do not have any non-current taxes receivable or payable as of December 31, 2021 and December 31, 2020.

Accounting for Uncertain Tax Positions – A reconciliation of the beginning and ending amounts of unrecognized tax benefits excluding interest and penalties is as follows:

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— ( 34 ) ( 426 )

(Decrease) increase for tax positions taken during the current period

Increase (decrease) for tax positions taken during the current period 869 — ( 38 )

Decrease due to statute expiration ( 163 ) ( 1,569 ) —

Other decreases — — ( 92 )

Currency translation

4 unchanged sentences

$ 34,311 $ 22,562 $ 21,876

The prior period information in the table above has been reclassified to conform with current period presentation.

Unrecognized tax benefits were $ 26.8 million, $ 17.0 million, and $ 16.2 million at December 31, 2021, 2020, and 2019, respectively.

The changes during the current period relate to the establishment of an uncertain tax positions for accounting method changes and currency translation during the period, offset by the release due to the expiration of applicable statutes of limitation.

The increase is primarily related to an increase in management’s assessment of a potential liability as a result of ongoing tax audit discussions in Europe as well as uncertainty on prior years’ research and development tax credits in the U.S.

The unrecognized tax benefit recorded in the current year for Europe is partially offset by an increase in deferred tax assets expected to be recovered should these liabilities be assessed.

Interest and penalties related to uncertain tax positions are reported as a component of tax expense and included in the total uncertain tax position balance within deferred credits and other liabilities in the accompanying consolidated balance sheets.

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Therefore, we have reserved for a potential loss resulting from such uncertainty.

Included in the balance of unrecognized tax benefits as of December 31, 2020, 2019, and 2018, are $ 14.5 million, $ 13.8 million, and $ 14.2 million, respectively, of tax benefits that, if recognized, would affect the effective tax rate.

There were benefits of $ 19.3 million, $ 14.5 million, and $ 13.8 million included in the balance of unrecognized tax benefits as of December 31, 2021, 2020, and 2019, respectively, that would affect the effective tax rate if recognized.

We cannot reasonably estimate the conclusion of certain non-US income tax examinations and its outcome at this time.

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In the U.S., we are open to examination at the federal level for tax years 2013 and forward and at state and local jurisdictions for tax years 2015 and forward.

We are under examination in Austria, the Czech Republic, Denmark, Germany, Hong Kong, Hungary, Indonesia, Latvia, Switzerland, and the United Kingdom for tax years 2011 through 2017, and generally remain open to examination for other non-US jurisdictions for tax years 2015 forward.

We are under examination in Austria, the Czech Republic, Denmark, Germany, Hong Kong, Hungary, Indonesia, Latvia, Switzerland, Malaysia, and the United Kingdom for tax years 2011 through 2017, and generally remain open to examination for other non-US jurisdictions for tax years 2015 forward.

Segment Information

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Capital expenditures 49,805 29,611 5,492 84,908 14,785 99,693

34,815 32,353 10,207 77,375 19,521 96,896

Segment assets $ 1,634,937 $ 1,188,024 $ 542,793 $ 3,365,754 $ 372,917 $ 3,738,671

$ 1,498,778 $ 1,152,251 $ 598,411 $ 3,249,440 $ 715,245 $ 3,964,685

Year Ended December 31, 2020

12 unchanged sentences

Capital expenditures 34,815 32,353 10,207 77,375 19,521 96,896

46,799 23,611 32,619 103,029 33,163 136,192

Segment assets $ 1,498,778 $ 1,152,251 0 $ 598,411 $ 3,249,440 $ 715,245 $ 3,964,685

$ 1,530,135 $ 974,076 $ 510,845 $ 3,015,056 $ 366,276 $ 3,381,332

Year Ended December 31, 2019

18 unchanged sentences

Net income $ 168,822 $ 91,586 $ 62,971

Equity earnings of non-consolidated entities — — ( 738 )

Income tax expense (benefit) 25,089 57,074 ( 10,058 )

Income tax expense 35,540 25,089 57,074

Depreciation and amortization 137,247 134,623 133,969

2 unchanged sentences

3,848 10,732 22,748

Gain on previously held shares of equity investment — — ( 20,767 )

(Gain) loss on sale of property and equipment ( 4,153 ) 1,745 144

Loss (gain) on sale of property and equipment 2,049 ( 4,153 ) 1,745

Share-based compensation expense 20,209 16,399 13,315

Non-cash foreign exchange transaction/translation loss (income) 12,904 3,438 ( 1,267 )

Non-cash foreign exchange transaction/translation (income) loss ( 13,769 ) 12,904 3,438

Other items (2)

2 unchanged sentences

Other non-cash items (3)

( 18 ) 734 3,859

Adjusted EBITDA $ 465,079 $ 446,414 $ 415,038

(1) Impairment and restructuring charges consist of (i) impairment and restructuring charges that are included in our accompanying audited consolidated statements of operations plus (ii) additional charges relating to inventory and/or manufacturing of our products that are included in cost of sales in our accompanying audited consolidated statements of operations $ 263 , $ 1,197 , and $ 0 for the years ended December 31, 2020, 2019, and 2018, respectively.

(1) Impairment and restructuring charges consist of (i) impairment and restructuring charges that are included in our accompanying consolidated statements of operations plus (ii) additional charges relating to inventory write-downs and/or manufacturing of our products at locations with restructuring activities are included in cost of sales in our accompanying consolidated statements of operations of operations $ 898 , $ 263 , and $ 1,197 for the years ended December 31, 2021, 2020, and 2019, respectively.

For further explanation of impairment and restructuring charges that are included in our consolidated statements of operations, see Note 19 - Impairment and Restructuring Charges in our financial statements.

(2) Other non-recurring items not core to ongoing business activity include:

(i) i n the year ended December 31, 2020 (1) $ 67,130 in legal costs and accruals and professional expenses relating primarily to litigation, (2) $ 7,467 in expenses related to environmental matters, (3) $ 6,724 in facility closure, consolidation, and startup costs , (4) $ 1,235 one-time lease termination charges, and (5) $ 1,142 of realized losses on hedges of intercompany notes;

(ii) i n the year ended December 31, 2019, (1) $ 19,147 in facility closure, consolidation, and startup costs, (2) $ 14,963 in acquisition and integration costs including $ 7,077 related to purchase price structured by the former owners as retention payments for key employees of a recent acquisition, (3) $ 12,860 in legal costs and professional expenses relating primarily to litigation, (4) ($ 3,053 ) of realized gains on hedges of intercompany notes, (5) $ 1,893 in miscellaneous costs, (6) $ 731 in equity compensation to employees in our Australasia region, and (7) $ 725 in costs related to departure of former executives;

(iii) i n the year ended December 31, 2018, (1) $ 76,500 in litigation contingency accruals, (2) $ 26,529 in legal costs and professional expenses relating primarily to litigation, (3) $ 10,324 in acquisition and integration costs, (4) ($ 5,396 ) of realized gains on hedges of intercompany notes, (5) $ 3,856 in costs related to the departure of former executives, (6) $ 2,901 in entity consolidation and reorganization costs , (7) $ 2,347 in miscellaneous costs, and (8) $ 485 in stock compensation payroll taxes.

(3) Other non-cash items include $ 734 and $ 3,740 for inventory adjustments in the years ended December 31, 2019 and December 31, 2018, respectively.

The prior period information has been reclassified to conform with current period presentation.

(i) in the year ended December 31, 2021 (1) $ 19,795 in legal costs and professional expenses relating primarily to litigation, (2) $ 4,232 in compensation and taxes associated with exercises of legacy equity awards, (3) $ 3,753 in expenses related to environmental matters, (4) $ 2,719 in facility closure, consolidation, startup, and other related costs, and (5) $ 1,267 in expenses related to fire damage and downtime at one of our facilities;

(ii) in the year ended December 31, 2020 (1) $ 67,130 in legal costs and professional expenses relating primarily to litigation, (2) $ 7,467 in expenses related to environmental matters, (3) $ 6,724 in facility closure, consolidation, startup, and other related costs, (4) $ 1,235 in one-time lease termination charges, and (5) $ 1,142 of realized losses on hedges of intercompany notes;

(iii) in the year ended December 31, 2019 (1) $ 19,147 in facility closure, consolidation, startup, and other related costs, (2) $ 14,963 in acquisition and integration costs including $ 7,077 related to purchase price structured by the former owners as retention payments for key employees of a recent acquisition, (3) $ 12,860 in legal costs and professional expenses relating primarily to litigation, (4) ($ 3,053 ) of realized gains on hedges of intercompany notes, (5) $ 1,893 in miscellaneous costs, (6) $ 731 in equity compensation to employees in our Australasia region, and (7) $ 725 in costs related to departure of former executives.

(3) Other non-cash items include $ 734 for inventory adjustments in the year ended December 31, 2019.

Net revenues by locality are as follows for the years ended December 31,:

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Total $ 4,771,719 $ 4,235,677 $ 4,289,761

Geographic information regarding property, plant, and equipment which exceed 10% of consolidated property, plant, and equipment used in continuing operations is as follows for the years ended December 31,:

Geographic information regarding property, plant, and equipment which exceed 10% of consolidated property, plant, and equipment is as follows for the years ended December 31,:

(amounts in thousands) 2021 2020 2019

North America:

$ 425,761 $ 469,092 $ 485,278

29,901 27,722 28,096

North America 496,814 513,374 484,417

455,662 496,814 513,374

Europe 188,100 203,424 181,390

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29,928 32,944 28,786

Australasia 151,722 144,121 124,219

Corporate (U.S.) 20,625 25,490 53,729

135,965 151,722 144,121

19,077 20,625 25,490

Total property and equipment, net $ 798,804 $ 872,585 $ 864,375

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Repurchased shares are retired, and the excess of the repurchase price over the par value of the shares is charged to retained earnings.

In April 2018, our Board of Directors authorized the repurchase of up to $ 250.0 million of our Common Stock through December 2019.

On November 4, 2019, the Board of Directors authorized an increase to the remaining authorization under the share repurchase program to a total of $ 175.0 million with no expiration date.

As of December 31, 2020, $ 170.0 million was remaining under the repurchase authorization.

During the year ended December 31, 2020, December 31, 2019, and December 31, 2018, we repurchased 265,589 , 1,192,419 , and 5,287,964 shares of our Common Stock, respectively, at an average price per share of $ 18.83 , $ 16.77 , and $ 23.64 , respectively.

On November 4, 2019, our Board of Directors increased the authorization under our existing share repurchase program to a total of $ 175.0 million with no expiration date.

On July 27, 2021, the Board of Directors increased to the remaining authorization to a total of $ 400.0 million with no expiration date.

As of December 31, 2021, $ 132.1 million was remaining under the repurchase program.

During the years ended December 31, 2021, December 31, 2020, and December 31, 2019, we repurchased 11,564,009 , 265,589 , and 1,192,419 shares of our Common Stock, respectively, at an average price of $ 28.09 , $ 18.83 , and $ 16.77 , respectively.

Earnings Per Share

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Stock Compensation

Prior to the IPO, our Amended and Restated Stock Incentive Plan, (the “Stock Incentive Plan”), allowed us to offer common options, B-1 common options and common RSUs for the benefit of our employees, affiliate employees and key non-employees.

Under the Stock Incentive Plan, we could award up to an aggregate of 2,761,000 common shares and 4,732,200 B-1 common shares.

The Stock Incentive Plan provided for accelerated vesting of awards upon the occurrence of certain events.

Through December 31, 2016, we issued 5,156,976 options and 385,220 RSUs under the Stock Incentive Plan.

In connection with our IPO, the Board adopted, and our shareholders approved, the JELD-WEN Holding, Inc.

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This cost is expected to be recognized over the remaining weighted-average vesting period of 1.4 years.

Stock Options – Generally, stock option awards vest ratably each year on the anniversary date over a 3 to 5 -year period, have an exercise term of 10 years, and any vested options must be exercised within 90 days of the employee leaving the Company.

Stock Options – Generally, stock option awards vest ratably each year on the anniversary date over a three year period, have an exercise term of 10 years, and any vested options must be exercised within 90 days of the employee leaving the Company.

The compensation cost of option awards is charged to expense based upon the graded-vesting method over the vesting periods applicable to the option awards.

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( 699,756 ) 14.48

( 273,022 ) 27.53

Forfeited ( 79,955 ) 27.22

Balance as of December 31, 2021 2,162,022 $ 23.31 $ 10.1 6.0

Exercisable as of December 31, 2021 1,526,732 $ 22.23 $ 9.0 5.0

RSUs – RSUs are subject to the continued service of the recipient through the vesting date, which is generally 1 to 5 years from issuance.

RSUs – RSUs are subject to the continued service of the recipient through the vesting date, which is generally from issuance.

Beginning 2021, RSUs granted vest ratably each year on the anniversary date generally over a three year period rather than at the end of the three year period.

Once vested, the recipient will receive one share of Common Stock for each restricted stock unit.

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We apply this grant-date fair value per share to the total number of shares that we anticipate will fully vest and amortize the fair value to compensation expense over the vesting period using the straight-line method.

In February 2018, we granted 314,267 RSUs to our then Chairman of the Board and interim CEO which vested daily through the first anniversary of the date of grant, subject to continuous employment.

On June 30, 2018, 208,364 RSUs were forfeited at the end of his interim service.

The following table represents RSU activity:

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Balance as of December 31, 2021 1,826,392 $ 23.37

PSUs – In 2018, 2019, and 2020, we issued PSUs pursuant to the Omnibus Equity Plan.

The PSUs are subject to continued employment of the recipient through the vesting date, which is on the third anniversary of the grant.

PSUs – PSUs are subject to continued employment of the recipient through the vesting date, which is on the third anniversary of the grant.

Once vested, the recipient will receive one share of Common Stock for each vested PSU.

The number of PSUs that vest is determined by a payout factor consisting of equally weighted performance measures of Adjusted EBITDA and free cash flow, each as reported over the applicable three year performance period and is adjusted based upon a market condition measured by our relative total shareholder return (“TSR”) over the applicable three year performance period as compared to the TSR of the Russell 3000 index.

For PSUs issued prior to 2021, the number of PSUs that vest is determined by a payout factor consisting of equally weighted performance measures of Adjusted EBITDA and free cash flow, each as reported over the applicable three year

performance period and is adjusted based upon a market condition measured by our relative total shareholder return (“TSR”) over the applicable three year performance period as compared to the TSR of the Russell 3000 index.

For PSUs issued in 2021, the number of PSUs that vest is determined by a payout factor consisting of equally weighted pre-set three year performance targets on return on invested capital (“ROIC”) and TSR.

The fair value of the award is estimated using a Monte Carlo simulation approach in a risk-neutral framework to model future stock price movements based on historical volatility, risk free rates of return, and correlation matrix.

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Balance as of December 31, 2021 704,263 $ 25.39

Held for Sale

During 2021, the Company ceased the appeal process for its litigation with Steves & Sons, Inc.

(“Steves”) further described in Note 24 - Commitments and Contingencies.

As a result, we are required to divest the Company’s Towanda, PA operations (“Towanda”).

As of December 31, 2021, the assets and liabilities associated with the sale of Towanda qualify as held for sale.

Since the Company will continue manufacturing door skins for its internal needs, the divestiture decision did not represent a strategic shift thereby precluding the divestiture as qualifying as a discontinued operation.

The assets and liabilities included within the summary below are expected to be disposed of within the next twelve months and are included in assets held for sale and liabilities held for sale in the accompanying balance sheet.

The results of Towanda will continue to be reported within our North America operations until the divestiture is finalized.

In addition, we have immaterial assets held for sale at points in time, primarily relating to property, plant and equipment from restructuring efforts, which have been classified as held for sale as of December 31, 2021.

(amounts in thousands) December 31, 2021

Inventory $ 15,520

Other current assets 105

Property and equipment 35,870

Intangible assets 1,471

Goodwill 65,000

Operating lease assets 1,458

Assets held for sale $ 119,424

Accrued payroll and benefits $ 907

Accrued expenses and other current liabilities 3,945

Current maturities of long term debt 10

Long-term debt 2

Operating lease liability 1,004

Liabilities held for sale $ 5,868

Impairment and Restructuring Charges

During 2020, 2019, and 2018, we engaged in restructuring activities intended to improve productivity, operating margins, and working capital levels.

We engage in restructuring activities intended to improve productivity, operating margins, and working capital levels.

Restructuring costs primarily relate to workforce reductions, repositioning of management structure, and costs associated with plant consolidations and closures.

Asset impairment charges were recorded in addition to our restructuring costs.

In the year ended December 31, 2021, there were no material asset impairments.

In the year ended December 31, 2020, impairment charges primarily related to capitalized costs of certain ERP modules due to delays in implementation and uncertainty of their future use.

In the year ended December 31, 2019, impairment charges were primarily related to ROU assets and property and equipment held by operations impacted by restructuring.

During 2018, lease costs were recorded within other exit costs in the tales below in accordance with effective restructuring and leasing guidance during the time period.

The following table summarizes the restructuring and impairment charges for the periods indicated:

(amounts in thousands) North

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Total restructuring costs ( 32 ) 701 302 ( 97 ) 874

2,056 2,738 194 ( 56 ) 4,932

1,108 944 126 3,359 5,537

Impairments 1,232 752 92 — 2,076

Total impairment and restructuring charges $ 1,200 $ 1,453 $ 394 $ ( 97 ) $ 2,950

$ 3,164 $ 3,682 $ 320 $ 3,303 $ 10,469

Year Ended December 31, 2020

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Total restructuring costs 2,056 2,738 194 ( 56 ) 4,932

3,375 6,025 4,569 957 14,926

3,926 157 2,542 — 6,625

Impairments 1,108 944 126 3,359 5,537

Total impairment and restructuring charges $ 3,164 $ 3,682 $ 320 $ 3,303 $ 10,469

$ 7,301 $ 6,182 $ 7,111 $ 957 $ 21,551

Year Ended December 31, 2019

2 unchanged sentences

Total restructuring costs 3,375 6,025 4,569 957 14,926

4,239 6,133 7,170 ( 1,444 ) 16,098

694 ( 22 ) — 558 1,230

Impairments 3,926 157 2,542 — 6,625

Total impairment and restructuring charges $ 7,301 $ 6,182 $ 7,111 $ 957 $ 21,551

$ 4,933 $ 6,111 $ 7,170 $ ( 886 ) $ 17,328

The following is a summary of the restructuring accruals recorded and charges incurred:

(amounts in thousands) Beginning

Balance Additions

Expense Payments

Utilization Ending

December 31, 2020

Severance costs

$ 5,314 $ 5,114 $ ( 9,096 ) $ 1,332

Other exit costs

1,729 ( 182 ) ( 1,502 ) 45

Total $ 7,043 $ 4,932 $ ( 10,598 ) $ 1,377

December 31, 2019

Severance costs

$ 5,352 $ 13,540 $ ( 13,578 ) $ 5,314

Other exit costs

3,287 1,386 ( 2,944 ) 1,729

Total $ 8,639 $ 14,926 $ ( 16,522 ) $ 7,043

December 31, 2018

Severance costs

(amounts in thousands) 2021 2020 2019

Balance as of January 1 $ 1,377 $ 7,043 $ 8,639

Current period charges 874 4,932 14,926

( 2,020 ) ( 10,801 ) ( 16,407 )

Other exit costs

Currency translation

( 60 ) 203 ( 115 )

Total $ 11,039 $ 16,098 $ ( 18,498 ) $ 8,639

Further detail regarding restructuring accruals is disclosed within Note 11- Accrued Expenses and Other Current Liabilities and Note 14 - Deferred Credits and Other Liabilities .

Balance at period end $ 171 $ 1,377 $ 7,043

Interest Expense

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(amounts in thousands) 2021 2020 2019

Foreign currency losses (gains) $ 11,858 $ ( 7,361 ) $ ( 11,258 )

Governmental pandemic assistance reimbursement ( 7,377 ) — —

(Gain) loss on sale of business units, property, and equipment ( 4,122 ) ( 1,506 ) 556

Pension expense 1,646 10,738 6,975

Foreign currency (gains) losses $ ( 9,886 ) $ 11,858 $ ( 7,361 )

Loss (gain) on sale or disposal of business units, property, and equipment 1,979 ( 4,122 ) ( 1,506 )

Insurance Reimbursement ( 1,619 ) ( 1,388 ) —

Other items ( 3,369 ) ( 2,033 ) ( 2,852 )

Governmental pandemic assistance reimbursement ( 1,614 ) ( 7,377 ) —

Loss on extinguishment of debt 1,342 — —

Pension (income) expense ( 464 ) 1,646 10,738

Legal settlement income — — ( 1,247 )

Gain on previously held shares of an equity investment

— — ( 20,767 )

Other items ( 4,241 ) ( 3,369 ) ( 2,033 )

Total other income $ ( 14,503 ) $ ( 2,752 ) $ ( 1,409 )

Governmental pandemic assistance reimbursement for the year ended December 31, 2020 primarily consisted of cash received from governmental pandemic assistance programs within our North America and Europe segments as a result of COVID-19.

The gain on previously held shares of an equity investment relates to an equity method investment that was remeasured on the date we acquired the company in 2018.

The prior period information has been reclassified to conform to current period presentation.

Governmental pandemic assistance reimbursement for years ended December 31, 2021 and December 31, 2020 primarily consisted of cash received or recognized from governmental pandemic assistance programs within our North America and Europe segments as a result of COVID-19.

Derivative Financial Instruments

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We have not elected hedge accounting for any foreign currency derivative contracts.

We record mark-to-market changes in the values of these derivatives in other (income) expense.

We recorded mark-to-market losses of $ 5.4 million in the year ended December 31, 2020, losses of $ 9.8 million in the year ended December 31, 2019, and gains of $ 7.8 million in the year ended December 31, 2018.

We record mark-to-market changes in the values of these derivatives in other income.

We recorded mark-to-market gains of $ 9.0 million in the year ended December 31, 2021, losses of $ 5.4 million in the year ended December 31, 2020, and losses of $ 9.8 million in the year ended December 31, 2019.

Interest rate derivatives – We are exposed to interest rate risk in connection with our variable rate long-term debt and partially mitigate this risk through interest rate derivatives such as swaps and caps.

In May 2020, we entered into interest rate swap agreements to manage this risk.

The interest rate swaps have outstanding notional amounts aggregating to $ 370.0 million and mature in December 2023 with a weighted average fixed rate of 0.395 % paid against one-month LIBOR floored at 0.00 %.

The interest rate swap agreements are designated as cash flow hedges and will effectively fix the interest rate on a corresponding portion of the aggregate debt outstanding under our Term Loan Facility.

The interest rate swap agreements are designated as cash flow hedges and effectively fix the interest rate on a corresponding portion of the aggregate debt outstanding under our Term Loan Facility.

No portion of these interest rate contracts were deemed ineffective during the year ended December 31, 2021.

We recorded a cumulative pre-tax mark-to-market loss of $ 2.3 million, offset by a cumulative tax benefit of $ 0.6 million in consolidated other comprehensive income during the year ended December 31, 2020.

We reclassified $ 0.5 million previously recorded in other comprehensive income to interest expense and $ 0.1 million as a benefit to income tax expense, resulting in a $ 0.4 million decrease in net income during the year ended December 31, 2020, respectively.

As of December 31, 2020, approximately $ 1.0 million is expected to be reclassified to interest expense over the next 12 months.

The derivative agreements with our swap counterparties contain a provision whereby we could be declared in default on our derivative obligations if we either default or, in certain cases, are capable of being declared in default of any of our indebtedness greater than specified thresholds.

We recorded pre-tax mark-to-market gains of $ 4.1 million during the year ended December 31, 2021 and losses of $ 2.3 million during the year ended December 31, 2020 in other comprehensive income.

We reclassified losses of $ 1.1 million and $ 0.5 million previously recorded in other comprehensive income to interest expense during the years ended December 31, 2021 and December 31, 2020, respectively.

As of December 31, 2021, approximately $ 0.2 million is expected to be reclassified to interest income over the next twelve months.

The derivative agreements each contain a provision whereby we could be declared in default on our derivative obligations if we either default or, in certain cases, are capable of being declared in default of any of our indebtedness greater than

specified thresholds.

These agreements also contain a provision where we could be declared in default subsequent to a merger or restructuring type event if the creditworthiness of the resulting entity is materially weaker.

During the first quarter of 2019, we entered into two interest rate cap contracts against three-month U.S.-dollar LIBOR, each with a cap rate of 3.00 %.

These caps have a combined notional amount of $ 150.0 million, were effective as of March 2019, and terminate in December 2021.

We have not elected hedge accounting and have recorded insignificant mark-to-market adjustments in the year ended December 31, 2020 and December 31, 2019.

In conjunction with the December 2017 refinancing of the Term Loan Facility, we terminated all of the interest rate swaps which had outstanding notional amounts aggregating to $ 914.3 million and recorded a loss on termination of $ 3.6 million in consolidated other comprehensive income (loss), which was being amortized as interest expense over the pre-termination life of the interest rate swaps.

As of December 31, 2019, the loss on termination was fully amortized.

The unamortized, pre-tax balance of this loss recorded in consolidated comprehensive income (loss) was $ 1.3 million at December 31, 2018.

We recorded interest expense deriving from the amortization of the loss on termination of interest rate swaps of $ 1.3 million and $ 2.1 million during the year ended December 31, 2019 and 2018, respectively.

During the first quarter of 2019, we entered into two interest rate cap contracts against three-month USD LIBOR, each with a cap rate of 3.00 %.

These caps had a combined notional amount of $ 150.0 million, became effective in March 2019, and expired in December 2021.

We did not elect hedge accounting and recorded insignificant mark-to-market adjustments in the years ended December 31, 2021, December 31, 2020, and December 31, 2019.

The fair values of derivative instruments held are as follows:

Derivative assets

(amounts in thousands) Balance Sheet Location December 31, 2020 December 31, 2019

(amounts in thousands) Balance Sheet Location 2021 2020

Derivatives designated as hedging instruments:

Interest rate contracts Other current assets $ 263 $ —

Interest rate contracts

Other assets $ 3,036 $ —

Derivatives not designated as hedging instruments:

Foreign currency forward contracts Other current assets $ 6,297 $ 542

Interest rate cap contracts Other assets $ — $ 6

Derivatives liabilities

(amounts in thousands) Balance Sheet Location December 31, 2020 December 31, 2019

(amounts in thousands) Balance Sheet Location 2021 2020

Derivatives designated as hedging instruments:

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6,560 6,560 — 6,560 — —

Derivative assets, recorded in other assets

3,036 3,036 — 3,036 — —

Pension plan assets:

9 unchanged sentences

5,527 5,527 — 5,527 — —

Derivative liabilities, recorded in deferred credits and other liabilities

897 897 — 897 —

December 31, 2020

4 unchanged sentences

542 542 — 542 — —

Derivative assets, recorded in other assets

Pension plan assets:

9 unchanged sentences

9,778 9,778 — 9,778 — —

Derivative liabilities, recorded in deferred credits and other liabilities

897 897 — 897 —

(1) Certain pension assets that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy.

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Because of uncertainties related to the resolution of lawsuits and claims, the ultimate outcome may differ materially from our estimates.

Other than the matters described below, as of December 31, 2020, there are no current proceedings or litigation matters involving the Company or its property that we believe would have a material adverse effect on our consolidated financial position or cash flows, although they could have a material adverse effect on our operating results for a particular reporting period.

Other than the matters described below, there were no proceedings or litigation matters involving the Company or its property as of December 31, 2021 that we believe would have a material adverse effect on our consolidated financial position or cash flows, although they could have a material adverse effect on our operating results for a particular reporting period.

Steves & Sons, Inc.

3 unchanged sentences

(“Steves”) filed a claim against JWI in the U.S.

District Court for the Eastern District of Virginia, Richmond Division (“Eastern District of Virginia”).

District Court for the Eastern District of Virginia, Richmond Division (the “Eastern District of Virginia”).

The complaint alleged that our acquisition of CMI, a competitor in the molded door skins market, together with subsequent price increases and other alleged acts and omissions, violated antitrust laws, and constituted a breach of contract and breach of warranty.

7 unchanged sentences

On August 16, 2019, the presiding judge granted Steves’ request for an injunction, prohibiting us from pursuing certain claims against individual defendants pending in Bexar County, Texas (the “Steves Texas Trade Secret Theft Action”).

These claims have been stayed pending appeal.

On March 13, 2019, the presiding judge entered an Amended Final Judgment Order in the Original Action, awarding $ 36.5 million in past damages under the Clayton Act (representing a trebling of the jury’s verdict) and granting divestiture of CMI, subject to appeal.

On September 11, 2019, JELD-WEN filed a notice of appeal of the Eastern District of Virginia’s injunction to the Fourth Circuit Court of Appeals (the “Fourth Circuit”).

The judgment also conditionally awarded damages in the event the judgment was overturned on appeal.

Specifically, the court awarded $ 139.4 million as future antitrust damages in the event the divestiture order was overturned on appeal and $ 9.9 million as past contract damages in the event both the divestiture and antitrust claims were overturned on appeal.

On April 12, 2019, the plaintiffs filed a petition requesting an award of their fees and a bill of costs seeking $ 28.4 million in attorneys’ fees and $ 1.7 million in costs in connection with the Original Action.

That petition remains pending and subject to further appeal.

On April 12, 2019, Steves filed a petition requesting an award of its fees and a bill of costs, seeking $ 28.4 million in attorneys’ fees and $ 1.7 million in costs in connection with the Original Action.

On November 19, 2019, the presiding judge entered an order for further relief awarding Steves an additional $ 7.1 million in damages for pricing differences from the date of the underlying jury verdict through May 31, 2019 (the “Pricing Action”).

2 unchanged sentences

We opposed that request for further relief.

JELD-WEN filed a supersedeas bond and notice of appeal of the judgment, which was heard by the Fourth Circuit Court of Appeals (the “Fourth Circuit”) on May 29, 2020.

JELD-WEN filed a supersedeas bond and notice of appeal of the judgment, which was heard by the Fourth Circuit on May 29, 2020.

On February 18, 2021, the Fourth Circuit issued its decision on appeal in the Original Action, affirming the Amended Final Judgment Order in part and vacating and remanding in part.

The Fourth Circuit vacated the Eastern District of Virginia’s alternative $ 139.4 million lost-profits award, holding that award was premature because Steves has not suffered the purported injury on which its claim for future lost profits rests.

The Fourth Circuit also vacated the Eastern District of Virginia’s judgment for Sam Steves, Edward Steves, and John Pierce on JELD-WEN’s trade secrets claims, which will allow JELD-WEN to continue pursuing the Texas Trade Secrets Theft Action.

The Fourth Circuit affirmed the Eastern District of Virginia’s finding of antitrust injury and its award of $ 36.5 million in past antitrust damages, which continues to accrue post-judgment interest.

It also affirmed the Eastern District of Virginia’s

divestiture order, while clarifying that JELD-WEN retains the right to challenge the terms of any divestiture, including whether a sale to any particular buyer will serve the public interest, and made clear that the Eastern District of Virginia may need to revisit its divestiture order if the special master cannot locate a satisfactory buyer.

We continue to believe that Steves’ claims lack merit and Steves is not entitled to the extraordinary remedy of divestiture of CMI.

We believe that multiple pretrial and trial rulings were erroneous and improperly limited the Company’s defenses and that the judgment in accordance with the verdict was improper for several reasons under applicable law, and we intend to pursue appellate remedies available to us.

It is not possible to estimate the impact of any final divestiture order if ultimately upheld, or whether such an order would have a material adverse effect on our financial position, operating results, or cash flows.

During the pendency of the Original Action, on February 14, 2020, Steves filed a complaint and motion for preliminary injunction in the Eastern District of Virginia alleging that we breached the long-term supply agreement between the parties, among other claims, including by incorrectly calculating the allocation of door skins owed to Steves (the “Allocation Action”).

The Fourth Circuit also vacated the Eastern District of Virginia’s judgment for Sam Steves, Edward Steves, and John Pierce on JELD-WEN’s trade secrets claims.

The Fourth Circuit affirmed the Eastern District of Virginia’s finding of antitrust injury and its award of $ 36.5 million in past antitrust damages.

It also affirmed the Eastern District of Virginia’s divestiture order, while clarifying that JELD-WEN

retains the right to challenge the terms of any divestiture, including whether a sale to any particular buyer will serve the public interest, and made clear that the Eastern District of Virginia may need to revisit its divestiture order if the special master who has been appointed by the presiding judge cannot locate a satisfactory buyer.

JELD-WEN then filed a motion for rehearing en banc with the Fourth Circuit that was denied on March 22, 2021.

Following a thorough review, and consistent with our practice, we concluded that it is in the best interest of the Company and its stakeholders to move forward with the divestiture of Towanda and certain related assets.

Although the Company did not seek Supreme Court review of the Fourth Circuit’s February 18, 2021 decision, the Company retains the legal right to challenge the divestiture process and the final divestiture order.

We made estimates related to the divestiture in the preparation of our financial statements;

however, there can be no guarantee that the divestiture will be consummated.

The divestiture process is ongoing, and the special master is overseeing this process.

Although the Company has decided to divest, we continue to believe that Steves’ claims lacked merit and that it was not entitled to the extraordinary remedy of divestiture.

We continue to believe that the judgment in accordance with the verdict was improper under applicable law.

During the pendency of the Original Action, on February 14, 2020, Steves filed a complaint and motion for preliminary injunction in the Eastern District of Virginia alleging that we breached the long-term supply agreement between the parties, including, among other claims, by incorrectly calculating the allocation of door skins owed to Steves (the “Allocation Action”).

Steves sought an additional allotment of door skins and damages for violation of antitrust laws, tortious interference, and breach of contract.

On April 10, 2020, the presiding judge granted Steves’ motion for preliminary injunction and the parties settled the issues underlying the preliminary injunction on April 30, 2020 and reserved the right to appeal the ruling in the Fourth Circuit Court of Appeals.

On April 10, 2020, the presiding judge granted Steves’ motion for preliminary injunction, and the parties settled the issues underlying the preliminary injunction on April 30, 2020 and the Company reserved the right to appeal the ruling in the Fourth Circuit.

The Company believed all the claims lacked merit and moved to dismiss the antitrust and tortious interference claims.

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The parties agreed to bear their own respective attorneys’ fees and costs in these actions.

In partial consideration of the settlement, JWI and Steves entered into an amended supply agreement satisfactory to both parties that ends on September 10, 2021.

This settlement had no effect on the Original Action between the parties except to agree that certain specific terms of the Amended Final Judgment Order in the Original Action will apply to the amended supply agreement during the pendency of the appeal of the Original Action, nor does this settlement have any effect on the Steves Texas Trade Secret Theft Action, which remains on appeal in the Fourth Circuit.

In partial consideration of the settlement, JWI and Steves entered into an amended supply agreement satisfactory to both parties that, by its terms, ended on September 10, 2021.

This settlement had no effect on the Original Action between the parties except to agree that certain specific terms of the Amended Final Judgment Order in the Original Action would apply to the amended supply agreement during the pendency of the appeal of the Original Action.

On April 2, 2021, JWI and Steves filed a stipulation regarding the amended supply agreement in the Original Action, stating that regardless of whether the case remains on appeal as of September 10, 2021, and absent further order of the court, the amended supply agreement would be extended until the divestiture of Towanda and certain related assets is complete and Steves’ new supply agreement with the company that acquires Towanda is in effect.

We continue to believe the claims in the settled actions lacked merit and made no admission of liability in these matters.

On October 7, 2021, we entered into a settlement agreement with Steves to resolve the following:

(i) Steves’ past and any future claims for attorneys’ fees, expenses, and costs in connection with the Original Action, except that Steves and JWI each reserved the right to seek attorneys’ fees arising out of any challenge of the divestiture process or the final divestiture order;

(ii) the Steves Texas Trade Secret Theft Action and the related Fourth Circuit appeal of the Eastern District of Virginia’s injunction in the Original Action;

(iii) the past damages award in the Original Action;

and (iv) any and all claims and counterclaims, known or unknown, that were asserted or could have been asserted against each other from the beginning of time through the date of the settlement agreement.

As a result of the settlement, the parties filed a stipulated notice of satisfaction of the past antitrust damages judgment and a stipulated notice of settlement of Steves’ claim for attorneys’ fees, expenses, and costs against JWI in the Original Action, and Steves filed a notice of withdrawal of its motion for attorneys’ fees and expenses and bill of costs in the Original Action.

The Company also filed a notice of dismissal with prejudice and agreed to take no judgment in the Steves Texas Trade Secret Theft Action, and the parties filed a joint agreement for dismissal of the injunction appeal in the Fourth Circuit.

On November 3, 2021, we paid $ 66.4 million to Steves under the settlement agreement.

Cambridge Retirement System v.

JELD-WEN Holding, Inc., et al.

– On February 19, 2020, Cambridge Retirement System filed a putative class action lawsuit in the U.S.

District Court for the Eastern District of Virginia against the Company, current and former Company executives, and various Onex-related entities alleging violations of Section 10(b) and Rule 10b-5 of the Exchange Act, as well as violations of Section 20(a) of the Exchange Act against the individual defendants and Onex-related entities.

The lawsuit seeks compensatory damages, equitable relief and an award of attorneys’ fees and costs.

The Company believes the claims lack merit and intends to vigorously defend against the action.

– On February 19, 2020, Cambridge Retirement System filed a putative class action lawsuit in the Eastern District of Virginia against the Company, current and former Company executives, and various Onex-related entities alleging violations of Section 10(b) and Rule 10b-5 of the Exchange Act, as well as violations of Section 20(a) of the Exchange Act against the individual defendants and Onex-related entities (“Cambridge”).

The lawsuit sought compensatory damages, equitable relief, and an award of attorneys’ fees and costs.

On May 8, 2020, the Public Employees Retirement System of Mississippi and the Plumbers and Pipefitters National Pension Fund were named as co-lead plaintiffs and filed an amended complaint on June 22, 2020.

We filed a motion to dismiss the amended complaint on July 29, 2020, which was denied on October 26, 2020.

Discovery is ongoing, and trial in this matter is currently set for July 12, 2021.

In re Interior Molded Doors Antitrust Litigation – On October 19, 2018, Grubb Lumber Company, on behalf of itself and other similarly situated, filed a putative class action lawsuit against us and one of our competitors in the doors market, Masonite Corporation (“Masonite”), in the Eastern District of Virginia.

On January 19, 2021, the plaintiffs filed a motion for class certification, which we opposed on February 2, 2021.

The court granted the plaintiffs’ motion for class certification on March 29, 2021.

On April 12, 2021, we filed a petition to seek the Fourth Circuit’s permission to appeal this class certification opinion.

On April 20, 2021, the parties reached an agreement in principle to resolve this securities class action.

The agreement contemplated a full release of claims through the date of preliminary court approval of the settlement in exchange for a payment of $ 39.5 million, primarily funded by the Company’s D&O carriers, except $ 5.0 million which was provisionally funded by the Company and remains subject to dispute with one carrier.

On April 21, 2021, the parties jointly informed the court of their agreement, and the court stayed all deadlines in the case.

As part of the settlement agreement, on April 22, 2021, we withdrew our petition to the Fourth Circuit for its permission to appeal the district court’s class certification opinion.

On June 4, 2021, the parties filed their stipulation of dismissal of the action and the plaintiffs’ motion for preliminary approval of the settlement agreement.

On July 27, 2021, the Eastern District of Virginia preliminarily approved the settlement agreement, and the settlement funds, primarily from the Company’s D&O carriers, were deposited with the class administrator on August 17, 2021.

On November 22, 2021, the Eastern District of Virginia granted final approval of the settlement agreement.

The deadline to appeal the entry of the final approval order and judgment was December 22, 2021, and no party or class member filed an appeal.

The Company continues to believe that the plaintiffs’ claims lacked merit and has denied any liability or wrongdoing for the claims made against the Company.

In re JELD-WEN Holding, Inc.

Derivative Litigation – On February 2, 2021, Jason Aldridge, on behalf of the Company, filed a derivative action in the U.S.

District Court for the District of Delaware against certain current and former executives and directors of the Company, alleging that the individual defendants breached their fiduciary duties by allowing the wrongful acts alleged in the Steves and Cambridge actions, as well as violations of Section 14(a) and 20(a) of the Exchange Act, unjust enrichment, and waste of corporate assets (“Aldridge”).

The lawsuit seeks compensatory damages, equitable relief, and an award of attorneys’ fees and costs.

The parties sought a stay of the Aldridge action.

On April 19, 2021, the court denied the parties’ motion to stay and, instead, ordered the plaintiff to file an amended complaint that complied with court rules or the matter would be dismissed.

The plaintiff filed an amended complaint on May 10, 2021.

On June 21, 2021, prior to a response from the Company in the Aldridge action, Shieta Black and the Board of Trustees of the City of Miami General Employees’ & Sanitation Employees’ Retirement Trust, on behalf of the Company, filed a derivative action in the U.S.

District Court for the District of Delaware against certain current and former executives and directors of the Company and Onex Corporation (“Onex”), alleging that the defendants breached their fiduciary duties by allowing the wrongful acts alleged in the Steves and Cambridge actions, as well as insider trading, and unjust enrichment (“Black”).

The lawsuit seeks compensatory damages, corporate governance reforms, restitution, equitable relief, and an award of attorneys’ fees and costs.

The plaintiffs in the Black and Aldridge actions sought to consolidate the lawsuits on July 16, 2021, which was granted by the court on the same day.

On August 16, 2021, the plaintiffs designated the Black complaint as the operative complaint in the consolidated derivative action.

On October 15, 2021, JELD-WEN and Onex moved to dismiss the complaint.

On January 14, 2022, the plaintiffs moved for leave to amend the complaint.

The JELD-WEN defendants opposed the motion for leave to amend the complaint, and the Court has not yet ruled or scheduled a hearing on the proposed amendment.

The Company believes the claims in the consolidated derivative action lack merit and intends to defend against the action.

In re Interior Molded Doors Antitrust Litigation – On October 19, 2018, Grubb Lumber Company, on behalf of itself and others similarly situated, filed a putative class action lawsuit against us and one of our competitors in the doors market, Masonite Corporation (“Masonite”), in the Eastern District of Virginia.

We subsequently received additional complaints from and on behalf of direct and indirect purchasers of interior molded doors.

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Together with Masonite, we filed motions to oppose class certification in both the Direct Purchaser and Indirect Purchaser Actions on May 19, 2020.

On August 31, 2020, JELD-WEN and Masonite entered into a settlement agreement to resolve the Direct Purchaser Action.

On August 31, 2020, JELD-WEN and Masonite entered into a settlement agreement with the putative Direct Purchaser class to resolve the Direct Purchaser Action.

In exchange for a full release of claims through the date of preliminary court approval of the settlement, each defendant originally agreed to pay $ 28.0 million to the named plaintiffs and the settlement class.

On January 27, 2021, the parties to the Direct Purchaser Action revised the settlement agreement to modify certain terms, and each defendant agreed to pay a total of $ 30.8 million to the named plaintiffs and the settlement class in exchange for a full release of claims through the

date of preliminary approval of the revised settlement, which the court granted on February 5, 2021.

In addition, on September 4, 2020, JELD-WEN and Masonite entered into a separate settlement agreement to resolve the Indirect Purchaser Action.

Each defendant agreed to pay $ 9.75 million to the named plaintiffs and the settlement class in exchange for a full release of claims through the execution date of the settlement agreement, and the court has granted preliminary approval of this settlement in the Indirect Purchaser Action.

The Company continues to believe that the plaintiffs’ claims lack merit and has denied any liability or wrongdoing for the claims made against the Company.

The settlement agreements remain subject to final court approval and other conditions.

The final fairness hearing in the Direct Purchaser Action is scheduled to be in June 2021, and the final fairness hearing in the Indirect Purchaser Action is scheduled to be in July 2021.

In addition, on September 4, 2020, JELD-WEN and Masonite entered into a separate settlement agreement with the putative Indirect Purchaser class to resolve the Indirect Purchaser Action.

Each defendant agreed to pay $ 9.75 million to the named plaintiffs and the settlement class in exchange for a full release of claims through the execution date of the settlement agreement, and the court granted preliminary approval of this settlement in the Indirect

Purchaser Action.

The final fairness hearing in the Direct Purchaser Action was held on June 2, 2021, and the court entered a final approval order and judgment on June 3, 2021.

On June 17, 2021, the Company made the settlement payment to the named plaintiffs and the settlement class in the Direct Purchaser Action.

The deadline to appeal the entry of the final approval order and judgment was July 7, 2021, and no party or class member filed an appeal.

The final fairness hearing in the Indirect Purchaser Action was held on July 26, 2021 and the court issued a final approval order and judgment on July 27, 2021.

On August 10, 2021, the Company made the settlement payment to the named plaintiffs and the settlement class in the Indirect Purchaser Action.

The deadline to appeal the entry of the final approval order and judgment was August 26, 2021, and no party or class member filed an appeal.

The Company continues to believe that the plaintiffs’ claims lacked merit and has denied any liability or wrongdoing for the claims made against the Company.

Canadian Antitrust Litigation – On May 15, 2020, Développement Émeraude Inc., on behalf of itself and others similarly situated, filed a putative class action lawsuit against us and Masonite in the Superior Court of the Province of Quebec, Canada, which was served on us on September 18, 2020 (“the Quebec Action”).

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The plaintiffs are seeking compensatory and punitive damages, attorneys’ fees and costs.

On September 9, 2020, Kate O’Leary Swinkels, on behalf of herself and others similarly situated, filed a putative class action against JELD-WEN and Masonite in federal court in the province of Ontario, which was served on us on September 29, 2020 (the “Ontario Action”).

The Ontario Action makes substantially similar allegations to the Quebec Action and the putative class is represented by the same counsel.

In February 2021, the plaintiff in the Ontario Action noticed a proposed Amended Statement of Claim that replaces the named plaintiff, Kate O’Leary Swinkels, with David Regan.

The plaintiff further anticipates staying the Quebec Action while the Ontario Action proceeds, although we do not anticipate a hearing on the certification of the Ontario Action until early 2022.The Company believes both the Quebec Action and the Ontario Action lack merit and intends to vigorously defend against them.

On September 9, 2020, Kate O’Leary Swinkels, on behalf of herself and others similarly situated, filed a putative class action against JELD-WEN and Masonite in the Federal Court of Canada, which was served on us on September 29, 2020 (the “Federal Court Action”).

The Federal Court Action makes substantially similar allegations to the Quebec Action and the putative class is represented by the same counsel.

In February 2021, the plaintiff in the Federal Court Action noticed a proposed Amended Statement of Claim that replaced the named plaintiff, Kate O’Leary Swinkels, with David Regan.

The plaintiff has sought a stay of the Quebec Action while the Federal Court Action proceeds.

We do not anticipate a hearing on the certification of the Federal Court Action before 2023.

The Company believes both the Quebec Action and the Federal Court Action lack merit and intends to vigorously defend against them.

We have evaluated the claims against us and recorded provisions based on management’s judgment about the probable outcome of the litigation and have included our estimates in accrued expenses in the accompanying balance sheets.

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Other Financing Arrangements – At times we are required to provide letters of credit, surety bonds, or guarantees to meet various performance, legal, warranty, environmental, workers compensation, licensing, utility, and governmental requirements.

Stand-by letters of credit are provided to certain customers and counterparties in the ordinary course of business as credit support for contractual performance guarantees, advanced payments received from customers, and future funding commitments.

The stated values of these letters of credit agreements, surety bonds, and guarantees were

$ 122.7 million and $ 122.6 million at December 31, 2020 and December 31, 2019, respectively.

We have revised our 2019 value to include additional insured guarantees and guarantees associated with our Australia Senior Secured Credit Facility.

funding commitments.

The stated values of these letters of credit agreements, surety bonds, and guarantees were $ 116.9 million and $ 122.7 million at December 31, 2021 and December 31, 2020, respectively.

Environmental Contingencies – We periodically incur environmental liabilities associated with remediating our current and former manufacturing sites as well as penalties for not complying with environmental rules and regulations.

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Accordingly, it is likely that adjustments to the estimated liabilities will be necessary as additional information becomes available.

Short-term environmental liabilities and settlements are recorded in accrued expenses in the accompanying consolidated balance sheets and totaled $ 0.7 million at both December 31, 2020 and December 31, 2019.

Long-term environmental liabilities are recorded in deferred credits and other liabilities in the accompanying consolidated balance sheets and totaled $ 8.3 million at December 31, 2020.

No long-term environmental liabilities were recorded at December 31, 2019.

Everett, Washington WADOE Action –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.

Short-term environmental liabilities and settlements are recorded in accrued expenses and other current liabilities in the accompanying consolidated balance sheets and totaled $ 0.5 million at December 31, 2021 and $ 0.7 million at December 31, 2020.

Long-term environmental liabilities are recorded in deferred credits and other liabilities in the accompanying consolidated balance sheets and totaled $ 11.8 million at December 31, 2021 and $ 8.3 million at December 31, 2020.

Everett, Washington WADOE Action –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 and comment.

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.

Towanda, Pennsylvania Consent Order – 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.

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Purchase Obligations - As of December 31, 2021, we have purchase obligations of $ 20.8 million due in 2022 and $ 27.6 million due in 2023 and thereafter.

These purchase obligations are primarily relating to raw materials purchase agreements and software hosting services.

These purchase obligations are primarily relating to software hosting services and capital expenditures.

Purchase obligations are defined as purchase agreements that are enforceable and legally binding and that specify all significant terms, including quantity, price, and the approximate timing of the transaction.

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The plan is not open to new employees.

In 2020, we elected to utilize the alternative method when calculating the Pension Benefit Guarantee Corporation premiums for 2020 and the succeeding 4 years, rather than the stand alone method utilized during the previous 5 years, resulting in a reduction to pension benefit expenses in 2020.

In 2020, we elected to utilize the alternative method when calculating the Pension Benefit Guarantee Corporation premiums for 2020 and the succeeding four years, rather than the stand alone method utilized during the previous five

years, resulting in a reduction to pension benefit expenses in 2021 and 2020 compared to 2019.

We use a spot rate yield curve to estimate the pension benefit obligation and net periodic benefits costs.

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9,092 6,852 8,919

Pension benefit expense $ 318 $ 10,048 $ 5,895

Pension benefit (income) expense $ ( 1,582 ) $ 318 $ 10,048

Discount rate used to determine benefit costs 2.55 % 3.31 % 4.27 %

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The Society of Actuaries has released annual updates to the mortality improvement projection scale that was first released in 2014, with the most recent annual update being Scale MP-2020.

We adopted the use of Scale MP-2020 as of December 31, 2020 as it represents our best estimate of future mortality improvement projection experience as of the measurement date.

We adopted the use of Scale MP-2020 as of December 31, 2020 as it represents our best estimate of future mortality improvement projection experience as of the measurement dates.

We developed the discount rate based on the plan’s expected benefit payments using the Willis Towers Watson RATE:Link 10:90 Yield Curve.

33 unchanged sentences

Interest cost

12,236 14,861

Actuarial loss

47,085 51,434

Actuarial (gain) loss ( 19,229 ) 47,085

Benefits paid

8 unchanged sentences

2027-2031 113,636

The company made cash contributions to the plan of $ 12.6 million and $ 7.8 million for the year ended December 31, 2020 and December 31, 2019, respectively.

The company made no cash contributions to the plan for the year ended December 31, 2021.

The company made cash contributions of $ 12.6 million for the year ended December 31, 2020.

During fiscal year 2022, no cash contributions are required to be made to the plan.

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( 9,092 ) ( 6,852 ) ( 8,919 )

Net loss (gain) occurring during year

21,554 288 ( 7,228 )

Net (gain) loss occurring during year ( 40,237 ) 21,554 288

Net actuarial pension loss at end of period 52,832 102,161 87,459

( 6,860 ) ( 3,145 ) ( 5,344 )

Tax expense (benefit) 5,603 ( 6,860 ) ( 3,145 )

Net actuarial pension loss at end of period, net of tax $ 58,435 $ 95,301 $ 84,314

26 unchanged sentences

Balance as of January 1, $ 11,471 $ 10,924

Actual (loss) return on plan assets ( 106 ) 1,398

Actual gain (loss) return on plan assets 837 ( 106 )

Company contribution

4 unchanged sentences

Cumulative translation adjustment

( 578 ) 1,023

Balance at period end $ 11,344 $ 11,471

3 unchanged sentences

Summary of plan investments - Non-U.S.

benefit plans 2020 2019

benefit plan 2021 2020

Equity securities 34.1 50.3

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Interest cost

Actuarial loss

Actuarial (gain) loss ( 769 ) 786

Benefits paid

3 unchanged sentences

Cumulative translation adjustment

( 3,847 ) 4,693

Balance at period end $ 49,903 $ 53,871

33 unchanged sentences

( 857 ) ( 849 ) ( 553 )

Net gain occurring during year

1,339 5,232 1,462

Net (gain) loss occurring during year ( 931 ) 1,339 5,232

Cumulative translation adjustment

( 1,110 ) 84 108

Net actuarial pension loss at end of period 9,913 12,811 12,237

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Net actuarial pension loss at end of period, net of tax $ 7,633 $ 9,768 $ 9,279

Other Defined Contribution Plans –We have several other defined contribution plans located outside the U.S.

Other Non-U.S.

Defined Contribution Plans –We have several other defined contribution plans located outside the U.S.

that are country specific.

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Operating leases $ 59,190 $ 58,235 $ 55,141

Finance leases 193 131 —

Interest payments on financing lease obligations 205 193 131

Cash paid for amounts included in the measurement of lease liabilities $ 59,395 $ 58,428 $ 55,272

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Cash received on notes receivable 450 642 469

Cash received on previously impaired investments 3,768 — —

Change in notes receivable $ 4,166 $ 585 $ 411

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6,753 $ 5,862 $ 10,439

Property, equipment and intangibles purchased for debt

18,813 40,323 32,262

Property, equipment and intangibles purchased with debt 8,839 18,813 40,323

Customer accounts receivable converted to notes receivable

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Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities

Shares repurchased in accounts payable 1,066 — —

Accounts payable converted to installment notes

914 757 12,886

Other Supplemental Cash Flow Information:

3 unchanged sentences

74,953 71,659 71,181

We have revised prior year borrowings and payments of long-term debt to reflect gross activity relating to our ABL Facility.

There is no impact to the disclosed Change in long-term debt amount for any previously reported period.

Related Party Transactions

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Under the Stock Purchase Agreement for CMD, we agreed to use CMD for certain advertising services totaling $ 7.0 million between 2019 and 2023.

As of December 31, 2020, the remaining balance is $ 1.2 million.

At December 31, 2020, there is no amount due from the related party.

At December 31, 2021, there was no amount due from the related party.

This sale did not have a material impact on our results of operations.

Acquired lease – In conjunction with our acquisition of VPI, we assumed operating leases on two buildings with a former shareholder of VPI and current employee.

The leases are at market rates and resulted in an operating lease asset of $ 3.6 million as of the opening balance sheet.

One of the leases was modified in August 2019, which increased the value by $ 0.6 million.

At December 31, 2020, the operating lease asset was $ 3.5 million.

SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF JELD-WEN HOLDING, INC.

Parent Company Information

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Years Ended December 31,

(amounts in thousands, except share and per share data) 2020 2019 2018

Selling, general and administrative $ 18,359 $ 15,397 $ 15,924

Equity in earnings of subsidiaries 109,509 77,950 157,429

Other (income) expense

Interest income — ( 32 ) ( 36 )

Interest expense — 12 45

Other ( 436 ) ( 398 ) ( 411 )

Income before taxes 91,586 62,971 141,907

Income tax expense — — —

Net income $ 91,586 $ 62,971 $ 141,907

Comprehensive income (loss):

Net income $ 91,586 $ 62,971 $ 141,907

Other comprehensive (loss) income, net of tax

Equity in comprehensive (loss) income of subsidiaries 92,582 ( 6,470 ) ( 50,312 )

Total other comprehensive (loss) income, net of tax 92,582 ( 6,470 ) ( 50,312 )

Total comprehensive income $ 184,168 $ 56,501 $ 91,595

See accompanying notes to the Condensed Financial Information

SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF JELD-WEN HOLDING, INC.

Parent Company Information

CONDENSED BALANCE SHEETS

(amounts in thousands, except share and per share data) December 31, 2020 December 31, 2019

Current assets

Cash and cash equivalents $ 4,216 $ 4,818

Other current assets — 10

Total current assets 4,216 4,828

Property and equipment, net 2,947 3,074

Investment in subsidiaries 1,059,437 959,001

Long-term notes receivable — 35

Total assets $ 1,066,600 $ 966,938

LIABILITIES AND EQUITY

Current liabilities

Accounts payable $ 483 $ 510

Current payable to subsidiaries 2,911 2,431

Accrued expenses and other current liabilities 49 430

Notes payable and current maturities of long-term debt — 205

Total current liabilities 3,443 3,576

Total liabilities 3,443 3,576

Commitments and contingencies (Note 5)

Shareholders’ equity

Common Stock:

900,000,000 shares authorized, par value $ 0.01 per share, 100,806,068 shares outstanding as of December 31, 2020;

900,000,000 shares authorized, par value $ 0.01 per share, 100,668,003 shares outstanding as of December 31, 2019

Additional paid-in capital 690,687 671,772

Retained earnings 371,462 290,583

Total shareholders’ equity 1,063,157 963,362

Total liabilities, convertible preferred shares, and shareholders’ equity $ 1,066,600 $ 966,938

See accompanying notes to the Condensed Financial Information

SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF JELD-WEN HOLDING, INC.

Parent Company Information

CONDENSED STATEMENTS OF CASH FLOWS

For the Years Ended December 31,

(amounts in thousands) 2020 2019 2018

OPERATING ACTIVITIES

Net income $ 91,586 $ 62,971 $ 141,907

Adjustments to reconcile net income to cash used in operating activities:

Depreciation 127 128 161

Income from subsidiaries investment ( 109,509 ) ( 77,950 ) ( 157,429 )

Other items, net ( 470 ) 436 538

Stock-based compensation 16,399 13,315 15,052

Net change in operating assets and liabilities, net of effect of acquisitions:

Receivables and payables from subsidiaries 3,891 19,564 123,366

Other assets 3 10 ( 5 )

Accounts payable and accrued expenses ( 408 ) 829 ( 859 )

Net cash provided by operating activities 1,619 19,303 122,731

INVESTING ACTIVITIES

Distribution received from subsidiaries — 2,000 1,500

Net cash provided by investing activities — 2,000 1,500

FINANCING ACTIVITIES

Payments of long-term debt ( 205 ) ( 757 ) ( 982 )

Employee note repayments — — 39

Common stock issued for exercise of options 2,984 1,977 201

Common stock repurchased ( 5,000 ) ( 19,994 ) ( 125,030 )

Net cash (used in) financing activities ( 2,221 ) ( 18,774 ) ( 125,772 )

Net (decrease) increase in cash and cash equivalents ( 602 ) 2,529 ( 1,541 )

Cash, cash equivalents and restricted cash, beginning 4,818 2,289 3,830

Cash, cash equivalents and restricted cash, ending $ 4,216 $ 4,818 $ 2,289

See accompanying notes to the Condensed Financial Information

SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF JELD-WEN HOLDING, INC.

Parent Company Information

NOTES TO CONDENSED FINANCIAL INFORMATION

Description of Company and Summary of Significant Accounting Policies

Accounting policies adopted in the preparation of this condensed parent company only financial information are the same as those adopted in the consolidated financial statements and described in Note 1 - Description of Company and Summary of Significant Accounting Policies, of the consolidated financial statements included in this Form 10-K.

Nature of Business – JELD-WEN Holding, Inc., (the “Parent Company”) (a Delaware corporation) was formed by Onex Partners III LP to effect the acquisition of JELD-WEN, Inc.

and had no activities prior to the acquisition of JELD-WEN, Inc.

on October 3, 2011.

The Parent Company is a holding company with no material operations of its own that conducts substantially all of its activities through its direct subsidiary, JELD-WEN Inc.

and its subsidiaries.

The accompanying condensed parent-only financial information includes the accounts of the Parent Company and, on an equity basis, its direct and indirect subsidiaries and affiliates.

Accordingly, these condensed financial statements have been presented on a “parent-only” basis.

Under a parent-only presentation, the Parent Company’s investments in subsidiaries are presented under the equity method of accounting.

These parent-only financial statements should be read in conjunction with the JELD-WEN Holding, Inc.

and subsidiaries consolidated financial statements included elsewhere herein.

The condensed parent-only financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X as the restricted net assets of the subsidiaries of the Company exceed 25% of the consolidated net assets of the Company.

The ability of the Company’s operating subsidiaries to pay dividends may be restricted due to the terms of the subsidiaries’ financing arrangements (see Note 13 - Long-Term Debt to the consolidated financial statements).

Property and Equipment – Property and equipment is recorded at cost.

The cost of major additions and betterments are capitalized and depreciated using the straight-line method over their estimated useful lives while replacements, maintenance and repairs that do not improve or extend the useful lives of the related assets or adapt the property to a new or different use are expensed as incurred.

Depreciation is generally provided over the following estimated useful service lives:

Buildings 15 - 45 years

Property and Equipment, Net

(amounts in thousands) 2020 2019

Buildings $ 3,632 $ 3,632

Total depreciable assets 3,632 3,632

Accumulated depreciation ( 685 ) ( 558 )

Total property and equipment, net $ 2,947 $ 3,074

Depreciation expense was $ 0.1 million in the year ended December 31, 2020, $ 0.1 million in the year ended December 31, 2019, and $ 0.2 million in the year ended December 31, 2018.

Long-Term Debt

2020 Year-end Effective Interest Rate December 31, 2020 December 31, 2019

(amounts in thousands)

Installment notes for stock — % $ — $ 205

Current maturities of long-term debt $ — $ ( 205 )

Installment Notes for Stock - We entered into installment notes for stock representing amounts due to former or retired employees for repurchases of our stock that are payable over 10 years depending on the amount with payments through 2020.

As of December 31, 2020, we had no outstanding notes.

Stock Compensation

For discussion of stock compensation expense of the Parent Company and its subsidiaries, see Note 19 - Stock Compensation , to the consolidated financial statements.

Commitments and Contingencies

For discussion of the commitments and contingencies of the subsidiaries of the Parent Company see Note 25 - Commitments and Contingencies , to the consolidated financial statements.

Supplemental Cash Flow

(amounts in thousands) 2020 2019 2018

Non-cash Investing Activities:

Dividend from subsidiary settled with payable to subsidiary

$ 3,410 $ 22,090 $ 132,295

Non-cash Financing Activities:

Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities

$ — $ 469 $ 7

Acquired lease – In conjunction with our acquisition of VPI in 2019, we assumed operating leases on two buildings with a former shareholder of VPI and current employee.

The leases were entered into in the ordinary course of business and at market rates, and resulted in an operating lease asset of $ 3.6 million as of the opening balance sheet.

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 9A. Controls and Procedures