What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-21 compared with 2022-02-22 · 339 added, 395 removed, 1652 unchanged (31% of the section changed)

17 unchanged sentences

The information required by this item with respect to our executive officers appears in Part I of this Form 10-K under the heading, “Executive Officers of the Registrant”.

The other information required by this item is incorporated by reference to the Company’s definitive Proxy Statement for its 2022 Annual Meeting of Stockholders to be held on April 28, 2022, which will be filed with the SEC within 120 days of the Company’s fiscal year end covered by this Form 10-K (“Proxy Statement”).

The other information required by this item is incorporated by reference to the Company’s definitive Proxy Statement for its 2023 Annual Meeting of Stockholders to be held on May 3, 2023, which will be filed with the SEC within 120 days of the Company’s fiscal year end covered by this Form 10-K (“Proxy Statement”).

Item 11 - Executive Compensation

The information required by this item is incorporated by reference to the Proxy Statement.

The information required by this item is incorporated by reference to the Proxy Statement, except as to information required pursuant to Item 402(v) of SEC Regulation S-K relating to pay versus performance.

Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

24 unchanged sentences

Exhibit Filing Date

3.1 Amended and Restated Certificate of Incorporation of JELD-WEN Holding, Inc.

3.1 Second Amended and Restated Certificate of Incorporation of JELD-WEN Holding, Inc.

8-K 001-38000 3.1 May 4, 2022

3.2 Second Amended and Restated Bylaws of JELD-WEN Holding, Inc.

3.2 Third Amended and Restated Bylaws of JELD-WEN Holding, Inc.

8-K 001-38000 3.2 May 4, 2022

4.1* Description of Securities .

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).

82 unchanged sentences

2017 Omnibus Plan.

10-K 001-38000 10.20 February 22, 2022

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

2017 Omnibus Plan.

10-K 001-38000 10.21 February 22, 2022

10.22+ JELD-WEN Holding, Inc.

2022 Management Incentive Plan.

10-K 001-38000 10.22 February 22, 2022

10.23+ Form of Indemnification Agreement.

S-1 333-211761 10.25 June 1, 2016

10.24+ Form of Separation Agreement between JELD-WEN Holding, Inc.

and executive officers.

10-Q 001-38000 10.1 September 24, 2022

10.25+ Amendment to Executive Employment Agreement between JELD-WEN, Holding, Inc.

Lilly, effective August 3, 2022.

10-Q 001-38000 10.2 September 24, 2022

10.26+ Form of Executive Employment Agreement between JELD-WEN Holding, Inc.

and each of Roya Behnia, Daniel J.

Castillo, Timothy R.

Craven, John R.

Linker, and Gary S.

and executive officers.

10-Q 001-38000 10.1 August 5, 2020

10.27 The JELD-WEN Deferred Compensation Plan, effective April 1, 2022

8-K 001-38000 10.1 February 18, 2022

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

22.1 Subsidiary Guarantors and Issuers of Guaranteed Securities.

10-K 001-38000 22.1 February 22, 2022

23.1* Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.

16 unchanged sentences

JELD-WEN HOLDING, INC.

/s/ John Linker

Chief Financial Officer

/s/ Julie Albrecht

Julie Albrecht

Executive Vice President and Chief Financial Officer

February 21, 2023

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John Linker and Roya Behnia, jointly and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities and Exchange Act of 1934, this 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Julie Albrecht and Roya Behnia, jointly and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities and Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

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

/s/ John Linker Chief Financial Officer

/s/ William Christensen Chief Executive Officer and Director

(Principal Executive Officer) February 21, 2023

/s/ Julie Albrecht Chief Financial Officer

(Principal Financial Officer) February 21, 2023

Julie Albrecht

/s/ Scott Vining Chief Accounting Officer

1 unchanged sentence

/s/ Roderick C.

Wendt Vice Chair February 22, 2022

/s/ William Banholzer Director February 22, 2022

William Banholzer

Wendt Vice Chair and Director February 21, 2023

/s/ Catherine A.

Halligan Director February 21, 2023

Catherine Halligan

/s/ Tracey I.

2 unchanged sentences

Cynthia Marshall

/s/ David Nord Director February 22, 2022

/s/ David Nord Chair February 21, 2023

/s/ Suzanne Stefany Director February 21, 2023

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Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.

Basis for Opinions

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment Assessment

As described in Notes 1 and 5 to the consolidated financial statements, the Company’s consolidated goodwill balance was $545.2 million as of December 31, 2021.

Management tests goodwill for impairment on an annual basis during the fourth quarter and between annual tests if indicators of potential impairment exist, using a fair-value-based approach.

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, 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, EBITDA margins, and the cost of capital;

Interim and Annual Goodwill Impairment Assessments – North America and Europe Reporting Units

As described in Notes 1 and 5 to the consolidated financial statements, the Company’s goodwill balance was $460.5 million as of December 31, 2022, and the goodwill associated with the North America and Europe reporting units was $182.3 million and $199.7 million, respectively.

Management tests goodwill for impairment on an annual basis during the fourth quarter and between annual tests if indicators of potential impairment exist.

During the quarter ended September 24, 2022, management identified various qualitative and quantitative factors which collectively indicated a triggering event had occurred within the North America and Europe reporting units.

Based on the results of the interim impairment assessment, management concluded that the carrying value of the Europe reporting unit exceeded its fair value and recorded a goodwill impairment charge of $54.9 million, representing a partial impairment of goodwill assigned to the Europe reporting unit.

In addition, management determined that the North America reporting unit was not impaired.

Management performed its annual goodwill impairment assessment as of the beginning of the December fiscal month of 2022 and determined that the fair value of the North America and Europe reporting units exceeded their net carrying value and no additional goodwill impairment was recorded.

Management estimates the fair value of reporting units using the income approach.

Under the income approach, the fair value of a reporting unit is based on discounted cash flow analysis that contains significant assumptions including revenue growth rates, expected EBITDA margins, discount rates, capital expenditures, and terminal growth rates.

The principal considerations for our determination that performing procedures relating to the interim and annual goodwill impairment assessments for the North America and Europe reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates the reporting units;

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

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

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Company’s reporting units.

These procedures also included, among others (i) testing management’s process for developing the fair value estimates;

These procedures included testing the effectiveness of controls relating to management’s interim and annual goodwill impairment assessments, including controls over the valuation of the North America and Europe reporting units.

These procedures included, among others (i) testing management’s process for developing the fair value estimates;

(ii) evaluating the appropriateness of the discounted cash flow model;

(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, 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;

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

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

(ii) the consistency with external and industry data;

and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow model and the cost of capital assumption.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow model and assumptions related to terminal growth rates and discount rates.

/s/ PricewaterhouseCoopers LLP

11 unchanged sentences

Selling, general and administrative 766,092 704,892 702,715

Impairment and restructuring charges 2,950 10,469 21,551

Goodwill impairment 54,885 — —

Restructuring and asset related charges, net 18,233 2,950 10,469

Operating income 106,216 267,425 188,723

Interest expense, net 82,060 77,566 74,800

Other income ( 14,503 ) ( 2,752 ) ( 1,409 )

Other income, net ( 54,881 ) ( 14,503 ) ( 2,752 )

Income before taxes 79,037 204,362 116,675

13 unchanged sentences

Net income $ 45,727 $ 168,822 $ 91,586

Other comprehensive income (loss), net of tax:

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

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustments, net of tax expense (benefit) of $ 1,502 , $( 4,096 ), and $ 0 , respectively

( 71,811 ) ( 77,904 ) 105,442

4 unchanged sentences

Total other comprehensive (loss) income, net of tax ( 48,888 ) ( 35,053 ) 92,582

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

Comprehensive (loss) income $ ( 3,161 ) $ 133,769 $ 184,168

The accompanying notes are an integral part of these Consolidated Financial Statements.

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Common Stock:

900,000,000 shares authorized, par value $ 0.01 per share, 90,193,550 shares outstanding as of December 31, 2021;

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, 84,347,712 and 90,193,550 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively.

Additional paid-in capital 734,853 719,451

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— — ( 5,710 )

Adoption of new accounting standard ASU No.

2016-02 — — 761

168,822 91,586 62,971

Net income 45,727 168,822 91,586

Balance at period end

19 unchanged sentences

Deferred income taxes ( 4,394 ) ( 14,973 ) ( 9,063 )

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

Net (gain) loss on disposition of assets ( 7,969 ) 1,979 ( 4,122 )

Goodwill impairment 54,885 — —

Adjustment to carrying value of assets 2,375 2,076 5,537

6 unchanged sentences

pension expense 1,798 9,092 6,852

Recovery of cost from interest received on impaired notes ( 13,953 ) — —

Other items, net 24,597 3,804 21,125

8 unchanged sentences

Purchases of property and equipment ( 83,217 ) ( 83,603 ) ( 77,692 )

Proceeds from sale of business units, property and equipment 3,166 14,308 8,632

Proceeds from sale of property and equipment 11,871 3,166 14,308

Purchase of intangible assets ( 9,003 ) ( 16,090 ) ( 19,204 )

Purchases of businesses, net of cash acquired — — ( 57,799 )

Recovery of cost from interest received on impaired notes

Cash received for notes receivable 94 4,166 585

Change in securities for deferred compensation plan ( 728 ) — —

Net cash used in investing activities ( 67,030 ) ( 92,361 ) ( 82,003 )

25 unchanged sentences

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.

All intercompany balances and transactions have been eliminated in consolidation.

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

3 unchanged sentences

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.

Share Repurchases – On July 27, 2021, the Board of Directors increased the authorization under our existing share repurchase program to a total of $ 400.0 million with no expiration date.

On July 28, 2022, our Board of Directors authorized a new share repurchase program, replacing our previous share repurchase authorization, with an aggregate value of $ 200.0 million and no expiration date.

As of December 31, 2022, there have been no share repurchases under this program.

During the years ended December 31, 2022, December 31, 2021, and December 31, 2020, we paid $ 132.0 million, $ 323.7 million and $ 5.0 million, respectively, to repurchase 6,848,356 , 11,564,009 , and 265,589 shares of our Common Stock, 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.

7 unchanged sentences

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 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

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 was required to be paid over two years.

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.

The CARES Act and similar legislation in other jurisdictions are highly detailed and we will continue to assess the impact that various provisions will have on our business.

The Company deferred $ 20.9 million of the employer portion of social security tax in 2020, of which of which $ 9.9 million was paid in the first quarter of 2022 and the remaining $ 11.0 million was paid in the fourth quarter of 2022.

As of December 31, 2021, the deferral of $ 20.9 million was equally recorded between accrued payroll and benefits and deferred credits and other liabilities in the consolidated balance sheet.

Segment Reporting – Our reportable segments are organized and managed principally by geographic region:

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No segments have been aggregated for our presentation.

Acquisitions – We apply the provisions of FASB ASC Topic 805, Business Combinations , in the accounting for our acquisitions.

It requires us to recognize separately from goodwill the assets acquired and the liabilities assumed, at their acquisition date fair values.

Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the assets acquired and the liabilities assumed.

While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement.

As a result, during the measurement period, which may be up to one year from the acquisition date, material adjustments must be reflected in the reporting period in which the adjustment amount is determined.

Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the current period in our consolidated statements of operations.

For a given acquisition, we may identify certain pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts.

If we cannot reasonably determine the fair value of a pre-acquisition contingency (non-income tax related) by the end of the measurement period, we will recognize an asset or a liability for such pre-acquisition contingency if:

(a) it is probable that an asset existed or a liability had been incurred at the acquisition date and (b) the amount of the asset or liability can be reasonably estimated.

Subsequent to the measurement period, changes in our estimates of such contingencies will affect earnings and could have a material effect on our results of operations and financial position.

In addition, uncertain tax positions and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date.

We re-evaluate these items quarterly based upon facts and circumstances that existed as of the acquisition date.

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.

Restricted Cash – Restricted cash consists primarily of cash required to meet certain bank guarantees and projected self-insurance obligations.

New funding is generated from employees’ portion of contributions and is added to the deposit account weekly as claims are paid.

Restricted Cash – Restricted cash consists primarily of cash required to meet certain bank guarantees.

Accounts Receivable – Accounts receivable are recorded at their net realizable value.

1 unchanged sentence

As of December 31, 2022, two customers accounted for 26.9 % 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 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.

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

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

We estimate the allowance for doubtful accounts based on quantitative and qualitative factors associated with the credit risk of our accounts receivable, including 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.

We write off uncollectible trade accounts receivable against the allowance for doubtful accounts when collection efforts have been exhausted and/or any legal action taken by us has concluded.

We write off uncollectible trade accounts receivable against the allowance for credit losses when collection efforts have been exhausted and/or any legal action taken by us has concluded.

Inventories – Inventories in the accompanying consolidated balance sheets are valued at the lower of cost or net realizable value and are determined by the first-in, first-out (“FIFO”) or average cost methods.

5 unchanged sentences

The balance consists primarily of installment notes and affiliate notes.

The allowance for doubtful notes is based upon credit risks, historical loss trends, and specific reviews of delinquent notes.

The allowance for credit losses is based upon credit risks, historical loss trends, and specific reviews of delinquent notes.

We write off uncollectible note receivables against the allowance for doubtful accounts when collection efforts have been exhausted and/or any legal action taken by us has been concluded.

8 unchanged sentences

Interest over the construction period is capitalized as a component of cost of constructed assets.

Upon sale or retirement of property or equipment, cost and related accumulated depreciation are removed from the accounts and any gain or loss is charged to income.

Upon sale or retirement of property or equipment, cost and related accumulated depreciation are removed from the accounts and any gain or loss is charged to income and included in other income, net in the accompanying statements of operations.

Leasehold improvements are amortized over the shorter of the useful life of the improvement, the lease term, or the life of the building.

18 unchanged sentences

For intangible assets other than goodwill, if the carrying value exceeds the fair value, we recognize an impairment loss in an amount equal to the excess.

No material impairments were identified during fiscal years December 31, 2021, December 31, 2020 and December 31, 2019.

No material impairments were identified during the years ended December 31, 2022, December 31, 2021 and December 31, 2020.

We capitalize certain qualified internal use software costs during the application development stage and subsequently amortize these costs over the estimated useful life of the asset.

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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.

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

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.

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.

2 unchanged sentences

Current accounting guidance provides an entity the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is impaired.

If we do not perform a qualitative assessment, or if we determine that it is more likely than not that the fair value of the reporting unit exceeds its carrying amount, we calculate the estimated fair value of the reporting unit.

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, 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.

If we do not perform a qualitative assessment, or if we determine that it is more likely than not that the fair value of the reporting unit exceeds its carrying amount, we perform a quantitative goodwill impairment test using the income approach (implied fair value measured on a non-recurring basis using level 3 inputs).

Under the income approach, the fair value of a reporting unit is based on discounted cash flow analysis of management's short-term and long-term forecast of operating performance.

This analysis contains significant assumptions including revenue growth rates, expected EBITDA margins, discount rates, capital expenditures, and terminal growth rates.

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 any excess of fair value over carrying value of a reporting unit and, in some cases, could result in impairment.

Such changes in assumptions could be caused by items such as a loss of one or more significant customers, decline in the demand for our products due to changing economic conditions, or failure to control cost increases above what can be recouped in sale price increases.

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 year presented.

We identified three reporting units for the purpose of conducting our goodwill impairment review:

North America, Europe and Australasia, and applied a quantitative approach to our North America and Europe reporting units while applying a qualitative approach to our Australasia reporting unit.

In determining our reporting 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.

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.

12 unchanged sentences

companies, transactions denominated in a currency other than their functional currency.

All derivatives are recorded as assets or liabilities in the consolidated balance sheets at their respective fair values.

derivatives are recorded as assets or liabilities in the consolidated balance sheets at their respective fair values.

As of December 31, 2022, December 31, 2021 and December 31, 2020, we had netting provisions in certain agreements with our counterparties.

5 unchanged sentences

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.

15 unchanged sentences

Advertising and promotion expenses included in SG&A expenses were $ 32.5 million in 2022, $ 31.4 million in 2021, and $ 31.7 million in 2020.

Interest Expense and Extinguishment of Debt Costs – We record debt extinguishment costs separately from interest expense within other income in the consolidated statements of operations.

Net Interest Expense and Extinguishment of Debt Costs – We record debt extinguishment costs separately from interest expense, net within other income, net in the consolidated statements of operations.

Foreign Currency Translation and Adjustments – Typically, our foreign subsidiaries maintain their accounting records in their local currency.

51 unchanged sentences

Scope , to clarify the scope of ASU No.

The amendments are effective for all entities as of March 12, 2020 through December 31, 2022.

In May 2020, we elected the expedient within ASC 848 which allows us to assume that our hedged interest payments are probable of occurring regardless of any expected modifications in their terms related to reference rate return.

In December 2022, the FASB issued ASU No.

2022-06, Deferral of the Sunset Date of Topic 848, which extended the relief provisions under Topic 848 through December 31, 2024.

In addition, ASC 848 allows for the option to change the method of assessing effectiveness upon a change in critical terms of the derivative or the hedged transactions and upon the end of relief under ASC 848.

At this time, we have elected to continue the method of assessing effectiveness as documented in the original hedge documentation and apply the practical expedients related to probability to assume that the reference rate on the hypothetical derivative matches the reference rate on the hedging instrument.

on the hedging instrument.

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

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2019-04, Codification Improvements to (Topic 326), Financial Instruments-Credit Losses, (Topic 815), Derivatives and Hedging, and (Topic 825), Financial Instruments , to clarify and address certain items related to the amendments of ASU No.

We adopted this standard in the first quarter of 2020 using the modified retrospective approach, which primarily impacted our allowance for doubtful accounts as a result of our analysis of customer historical credit and collections data.

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.

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 adopted this standard in the first quarter of 2020 using the modified retrospective approach, which primarily impacted our allowance for credit losses as a result of our analysis of customer historical credit and collections data.

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 credit losses and a $ 1.9 million net impact to deferred tax assets.

We have considered the applicability and impact of all ASUs.

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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.

We assess the 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 assess the credit risk relating to our accounts receivable based on quantitative and qualitative factors, including historical credit collections within each region where we have operations.

We perform ongoing credit evaluations of our customers to minimize credit risk.

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Customer accounts receivable converted to notes receivable are collateralized by inventory or other collateral.

One window and door customer from our North America segment represents 15.0 %, 15.4 %, and 14.6 % of net revenues in 2021, 2020, and 2019, respectively.

As of January 1, 2020, we adopted ASC 326 - Measurement of Credit Losses on Financial Instruments on a modified retrospective basis, which increased the allowance for doubtful accounts by $ 7.6 million on the date of adoption.

The following is a roll forward of our allowance for doubtful accounts as of December 31:

One window and door customer from our North America segment represents 13.9 %, 15.0 %, and 15.4 % of net revenues in 2022, 2021, 2020, respectively.

As of January 1, 2020, we adopted ASC 326 - Measurement of Credit Losses on Financial Instruments on a modified retrospective basis, which increased the allowance for credit losses by $ 7.6 million on the date of adoption.

The following is a roll forward of our allowance for credit losses as of December 31:

(amounts in thousands) 2022 2021 2020

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

Acquisitions — — ( 235 )

Currency translation

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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 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.

We recorded accelerated depreciation of our property, plant and equipment of $ 0.7 million, $ 2.0 million, and $ 2.0 million during the years ended December 31, 2022, December 31, 2021, and December 31, 2020, respectively, within restructuring and asset related charges, net in the accompanying consolidated statements of operations.

The effect on our carrying value of property and equipment due to currency translations for foreign property and equipment, net, was a decrease of $ 23.0 million and $ 21.9 million for the years ended December 31, 2022 and December 31, 2021, respectively.

Depreciation expense was recorded as follows:

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

Transfers to assets held for sale (Note 18)

( 65,000 ) — — ( 65,000 )

Impairment — ( 54,885 ) — ( 54,885 )

Currency translation

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$ 182,269 $ 199,684 $ 78,552 $ 460,505

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

We have 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 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.

These factors included the macroeconomic environment in each region including increasing interest rates, persistent inflation, and operational inefficiencies attributable to ongoing global supply chain disruptions, the continuing geopolitical environment in Europe associated with the war in Ukraine, and foreign exchange fluctuations.

These factors have negatively impacted our business performance.

Based upon the results of our interim impairment analysis, we concluded that the carrying value

of our Europe reporting unit exceeded its fair value, and we recorded a goodwill impairment charge of $ 54.9 million, representing a partial impairment of goodwill assigned to the Europe reporting unit.

In addition, we determined our North America reporting unit was not impaired.

We performed our annual impairment assessment as of the beginning of our December fiscal month of 2022.

At the assessment date, our qualitative analysis of Australasia supported a conclusion that there is more than a 50% likelihood that its fair value exceeded its carrying value.

Quantitatively, we determined that the fair value of our North America and Europe reporting units exceeded their net carrying value and no additional goodwill impairment was recorded.

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

Intangible Assets, Net

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Total amortizable intangibles $ 366,213 $ ( 144,032 ) $ 222,181

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 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 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.

Through December 31, 2022, we have capitalized software costs of $ 91.5 million related to the application development stage of our global ERP system and global finance implementations, including $ 1.4 million during the year ended December 31, 2022.

In March 2020, due to delays in implementation of certain ERP modules and the uncertainty of their future use, we recorded $ 3.4 million of accelerated amortization of our capitalized software within restructuring and asset related charges, net in the accompanying consolidated statements of operations.

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

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

As of December 31, 2022, we have placed $ 87.9 million in service and are amortizing the cost of our global systems over their estimated useful lives.

The effect on our carrying value of intangible assets due to currency translations for foreign intangible assets was a decrease of $ 5.4 million and $ 6.3 million for the years ended December 31, 2022 and December 31, 2021, respectively.

Intangible assets that become fully amortized are removed from the accounts in the period that they become fully amortized.

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

Effective January 1, 2019, we adopted ASU No.

2016-02 “Leases” using the modified retrospective approach.

Lease ROU assets and liabilities at December 31 were as follows:

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Accrued vacation $ 52,026 $ 52,776

Accrued payroll and commissions 34,398 29,911

Accrued payroll taxes 27,127 26,218

Accrued payroll 30,656 31,544

Accrued bonuses and commissions 20,628 9,416

Other accrued benefits 13,900 11,720

Accrued bonuses 6,562 28,100

Accrued payroll taxes 13,213 27,127

defined contributions and other accrued benefits 3,214 3,406

Total accrued payroll and benefits $ 133,637 $ 135,989

Accrued payroll taxes relates to provisions included within the CARES Act for the deferral of payroll taxes.

Accrued payroll taxes for the year ended December 31, 2021 consisted of the deferral of payroll taxes pursuant to provisions included within the CARES Act.

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

Prior period balances in the table above have been reclassified to conform to current period presentation.

Accrued Expenses and Other Current Liabilities

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Current portion of operating lease liability 42,494 43,880

Accrued expenses 30,320 15,751

Non-income related taxes

25,700 25,030

Deferred revenue and customer deposits 24,753 25,568

Current portion of warranty liability (Note 10)

23,079 23,523

Accrued freight 19,020 18,967

Accrued income taxes payable 16,237 11,224

Accrued expenses 18,423 18,636

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

17,932 14,352

Deferred revenue 13,884 13,453

Current portion of derivative liability (Note 22)

Accrued freight 17,398 19,020

Accrued income taxes payable 12,848 16,237

Current portion of restructuring accrual ( Note 19 )

Accrued interest payable 4,038 3,633

Legal claims provision 3,490 3,476

Current portion of restructuring accrual (Note 19)

Current portion of derivative liability (Note 22)

Total accrued expenses and other current liabilities $ 291,876 $ 289,676

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The accrued sales and advertising rebates, accrued interest payable, accrued freight, and non-income related taxes can fluctuate significantly period-over-period due to timing of payments.

Prior period balances in the table above have been reclassified to conform to current period presentation.

Warranty Liability

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Current period charges 29,656 27,928 23,906

Liabilities assumed due to acquisition

Experience adjustments

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( 29,977 ) ( 28,558 ) ( 25,113 )

Transfers to assets held for sale (Note 18)

Transfers to liabilities held for sale (Note 18)

Currency translation

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541,970 547,598

Revolving credit facilities 5.54 % - 5.63 %

Finance leases and other financing arrangements 1.25 % - 7.16 %

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22,472 25,411

1,759,226 1,720,883

Unamortized debt issuance costs and original issue discounts ( 11,597 ) ( 14,626 )

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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, which began November 2020.

Interest is payable semiannually, in arrears, each May and November.

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

$ 400.0 million bearing interest at 4.63 % and maturing in December 2025, and $ 400.0 million bearing interest at 4.88 % and maturing in December 2027 in a private placement for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

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 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 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 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.

Facility - Initially executed in October 2014, we amended the Term Loan Facility in July 2021 to, among other things, extend the maturity date from December 2024 to July 2028 and provide additional covenant flexibility.

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.

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

The amendment requires 0.25 % of the initial principal to be repaid quarterly until maturity.

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.

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As of December 31, 2022, the outstanding principal balance, net of original issue discount, was $ 540.6 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.

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 2019 and expired in December 2021.

amount of the debt outstanding under our Term Loan Facility.

The interest rate swap agreements are designated as cash flow hedges of a portion of the interest obligations on our Term Loan Facility borrowings and mature in December 2023.

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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 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.

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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.

The agreement limits dividends and repayments of intercompany loans where the JWA group is the borrower and limits loans or other financial accommodations to non-obligor entities.

Revolving Credit Facilities

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.

ABL Facility - Initially executed in 2014, extensions of credit under our ABL Facility 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.

We pay a fee of 0.25 % on the unused portion of the commitments.

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 share repurchases, as well as customary events of default and remedies.

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.

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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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.

The amount 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 (subject to a floor of 0.00 %) plus a margin of 1.25 % to 1.50 % depending on excess availability.

As of December 31, 2022, we had $ 55.0 million of outstanding borrowings, $ 31.1 million in letters of credit and $ 410.7 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 twelve months or less.

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

The interchangeable facility does not have a set maturity date but is instead subject to an annual review each June.

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

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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.

In December 2021, we amended the Australia Senior Secured Credit Facility to reinstate maintenance financial covenant ratios to pre-pandemic thresholds and renewed the facility through its next annual review.

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

As of December 31, 2022, we had AUD 22.8 million ($ 15.4 million) available under this facility.

At December 31, 2021, we had combined borrowing availability o f $ 442.2 million under our revolving credit facilities.

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, 2022, we had combined borrowing availability of $ 426.1 million under our revolving credit facilities.

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

As of December 31, 2022, we had DKK 156.7 million ($ 22.5 million) outstanding under these notes.

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(amounts in thousands) 2022 2021

Warranty liability (Note 10)

$ 31,337 $ 30,530

Uncertain tax positions (Note 13)

$ 31,828 $ 27,951

Warranty liability (Note 10)

$ 31,258 $ 31,337

Workers' compensation claims accrual 20,331 19,165

Accrued payroll taxes 10,427 10,427

Environmental contingencies (Note 24)

11,800 11,800

Other liabilities 2,604 1,921

Deferred income 77 278

Long term derivative liability (Note 22)

Accrued payroll taxes — 10,427

Total deferred credits and other liabilities $ 97,898 $ 102,879

Accrued payroll taxes relates to provisions included within the CARES Act for the deferral of payroll taxes.

Accrued payroll taxes for the year ended December 31, 2021 represents the deferral of payroll taxes pursuant to provisions included within the CARES Act.

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

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

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

(amounts in thousands) 2022 2021 2020

Domestic (loss) income $ 55,579 $ ( 8,791 ) $ ( 784 )

Domestic income (loss) $ 61,780 $ 55,579 $ ( 8,791 )

Foreign income 17,257 148,783 125,466

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1,103 480 756

36,136 49,370 30,343

Current taxes 37,704 50,513 34,152

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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.

By making this election as well as finalizing other related planning steps in 2021, we were able to

effectively restore certain tax attributes recorded as deferred tax assets consisting primarily of U.S.

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 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 the deferred income tax benefit for the year ended December 31, 2022 were related to the IRC §174 capitalized costs offset by increase in depreciation and amortization expenses in the current period.

The significant components of the deferred income tax benefit 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 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 retroactive HTE election.

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.

Reconciliation of the U.S.

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2,486 3.1 ( 787 ) ( 0.4 ) 2,185 1.9

Goodwill Impairment 12,735 16.3 — — — —

Foreign tax rate differential

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

Termination of hedge accounting

— — — — ( 21,797 ) ( 18.7 )

589 0.7 451 0.2 380 0.3

Disposition of subsidiary

— — — — ( 2,384 ) ( 2.0 )

451 0.2 380 0.3 92 0.1

Effective tax rate $ 33,310 42.1 % $ 35,540 17.4 % $ 25,089 21.5 %

During the year ended December 31, 2022, we recognized a benefit of $ 9.9 million from the reduction to state NOL and state credits valuation allowance, and $ 1.9 million of tax benefit attributable to research and development tax credits, partially offset by $ 12.7 million tax expense attributable to goodwill impairment.

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

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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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36,323 34,532

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

Investments and marketable securities

Allowance for credit losses and notes receivable 5,130 3,856

Gross deferred tax assets 362,281 363,143

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Investments and marketable securities

( 3,401 ) ( 1,713 )

Investment in subsidiaries ( 4,218 ) ( 4,218 )

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We had a valuation allowance of $ 34.8 million and $ 45.5 million as of December 31, 2022 and December 31, 2021, 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.

The decrease was primarily driven by a decrease of $ 9.9 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 $ 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 $ 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 decrease was 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.

The following is the activity in our valuation allowance:

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Valuation allowances established

— — ( 2,001 )

Changes to existing valuation allowances

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Balance at period end $ ( 34,833 ) $ ( 45,476 ) $ ( 51,847 )

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.

Loss Carryforwards – We reduced our income tax payments by utilizing NOL carryforwards of $ 196.8 million, $ 10.6 million, and $ 97.7 million during the years ended December 31, 2022, 2021, and 2020, respectively.

We generated net NOL carryforwards of $ 93.7 million worldwide due to taxable losses incurred during the year ended December 31, 2022.

At December 31, 2022, our federal, state and foreign NOL carryforwards totaled $ 1,449.6 million, of which $ 331.1 million does not expire;

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(amounts in thousands)

2023 $ 15,012

Thereafter 980,865

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Tax Credit Carryforwards – Our tax credit carryforwards expire as follows:

(amounts in thousands) EZ Credit R & E credit Foreign Tax Credit Work Opportunity & Welfare to Work Credit State Investment Tax Credits Tip Credit TOTAL

(amounts in thousands) EZ Credit R & D credit Foreign Tax Credit Work Opportunity & Welfare to Work Credit State Investment Tax Credits Tip Credit TOTAL

2023 $ — $ — $ 5,735 $ — $ 1,512 $ — $ 7,247

5 unchanged sentences

$ 68 $ 19,719 $ 17,220 $ 8,167 $ 1,657 $ 102 $ 46,933

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.

Earnings of Foreign Subsidiaries – The Company continually evaluates its global cash needs.

During the third quarter of 2021, 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.

Deferred tax expense of $ 5.0 million was recorded for withholding and income taxes which would be owed if earnings were remitted to the U.S.

The Company continued to make an indefinite reinvestment assertion on other aspects of the outside basis difference in foreign subsidiaries that would attract a tax cost in excess of the Company’s cost of capital.

In 2022, the Company repatriated $ 132.8 million from certain foreign subsidiaries and does not anticipate any additional remittances to the U.S.

parent in the foreseeable future, given the current operating challenges disclosed within Note 5 - Goodwill and the need for cash in foreign jurisdictions to support local operations.

As a result, the Company is asserting that its future earnings, in excess of previously taxed earnings, are permanently reinvested as of the third quarter of 2022.

No additional deferred tax expense is recorded on prospective earnings.

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.

We hold a combined book-over-tax outside basis difference of $ 311.7 million and $ 261.9 million as of December 31, 2022 and December 31, 2021 in our investment in foreign subsidiaries and may incur up to $ 21.9 million of local country income and withholding taxes in case of distribution of unremitted earnings.

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 balance of retained earnings of our Estonian subsidiary which, if distributed, would be subject to this this tax was $ 82.0 million and $ 78.7 million as of December 31, 2022 and December 31, 2021, 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.

The balance of retained earnings of our Latvian subsidiary

which, if distributed, would be subject to this tax was $ 29.8 million and $ 27.0 million as of December 31, 2022 and December 31, 2021, respectively.

Tax Payments and Balances – We made tax payments of $ 46.8 million, $ 38.6 million, $ 26.8 million during the years ended December 31, 2022, 2021, and 2020, respectively, primarily for foreign liabilities.

We received tax refunds of $ 1.9 million, $ 2.1 million, and $ 6.4 million during the years ended in December 31, 2022, 2021, and 2020, respectively.

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

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

Total receivables for tax refunds are recorded in other current assets in the accompanying balance sheets and totaled $ 13.7 million and $ 4.0 million at December 31, 2022 and December 31, 2021, respectively.

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( 1,527 ) — ( 34 )

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

Increase for tax positions taken during the current period — 869 —

Decrease due to statute expiration ( 76 ) ( 163 ) ( 1,569 )

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Unrecognized tax benefits were $ 29.3 million, $ 26.8 million, and $ 17.0 million at December 31, 2022, 2021, and 2020, respectively.

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 increase is primarily related to 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.

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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, 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.

The Company is under examination in Austria, Denmark, Germany, Indonesia, Latvia, Malaysia, Switzerland, and the United Kingdom for tax years 2011 through 2019, and generally remain open to examination for other non-US jurisdictions for tax years 2015 forward.

Segment Information

We report our segment information in the same way management internally organizes the business in assessing performance and making decisions regarding allocation of resources in accordance with ASC 280-10- Segment Reporting .

We determined that we have three reportable segments, organized and managed principally by geographic region.

We report our segment information in the same way management internally organizes the business to assess performance and make decisions regarding allocation of resources in accordance with ASC 280-10- Segment Reporting .

We have three reportable segments, organized and managed principally in geographic regions.

Our reportable segments are North America, Europe, and Australasia.

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We define Adjusted EBITDA as net income (loss), adjusted for the following items:

loss from discontinued operations, net of tax;

equity earnings of non-consolidated entities;

(income) loss from discontinued operations, net of tax;

income tax (benefit) expense;

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interest expense, net;

impairment and restructuring charges;

gain on previously held shares of equity investment;

(gain) loss on sale of property and equipment;

restructuring and asset related charges, net;

net (gain) loss on sale of property and equipment;

share-based compensation expense;

non-cash foreign exchange transaction/translation (income) loss;

other non-cash items;

and costs related to debt restructuring and debt refinancing.

and other items.

The following tables set forth certain information relating to our segments’ operations:

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$ 69,427 $ 31,139 $ 18,622 $ 119,188 $ 12,566 $ 131,754

Impairment and restructuring charges

1,200 1,453 394 3,047 ( 97 ) 2,950

Goodwill impairment — 54,885 — 54,885 — 54,885

Restructuring and asset related charges, net 7,338 6,042 611 13,991 4,242 18,233

Adjusted EBITDA

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$ 72,095 $ 32,855 $ 20,892 $ 125,842 $ 11,405 $ 137,247

Impairment and restructuring charges

3,164 3,682 320 7,166 3,303 10,469

Restructuring and asset related charges, net 1,200 1,453 394 3,047 ( 97 ) 2,950

Adjusted EBITDA

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$ 77,361 $ 29,712 $ 19,341 $ 126,414 $ 8,209 $ 134,623

Impairment and restructuring charges

7,301 6,182 7,111 20,594 957 21,551

Restructuring and asset related charges, net 3,164 3,682 320 7,166 3,303 10,469

Adjusted EBITDA

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Interest expense, net 82,060 77,566 74,800

Impairment and restructuring charges (1)

3,848 10,732 22,748

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

Goodwill impairment 54,885 — —

Restructuring and asset related charges, net 18,233 2,950 10,469

Net (gain) loss on sale of property and equipment ( 8,057 ) 2,049 ( 4,153 )

Share-based compensation expense 16,168 20,209 16,399

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

Non-cash foreign exchange transaction/translation loss (income) 14,548 ( 13,769 ) 12,904

Other items (1)

33,528 34,465 84,697

Costs relating to debt restructuring and debt refinancing

Other non-cash items (3)

Adjusted EBITDA $ 422,156 $ 465,079 $ 446,414

(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.

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

(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.

(i) in the year ended December 31, 2022 (1) $ 20,001 in facility closure, consolidation, and other related costs and adjustments, (2) $ 10,842 in net legal and professional expenses and settlements, primarily relating to litigation, M&A evaluations, and strategic transformation initiatives, including $( 10,500 ) of income resulting from a legal settlement, (3) $ 3,318 relating primarily to exit costs for executives, and (4) ($ 1,975 ) relating to a credit received for overpayments of utility expenses;

(ii) in the year ended December 31, 2021 (1) $ 19,795 in legal and professional expenses relating primarily to litigation, (2) $ 4,232 in compensation and non-income taxes associated with exercises of legacy equity awards, (3) $ 3,753 in expenses related to environmental matters, (4) $ 3,617 in facility closure, consolidation, startup, and other related costs, (5) $ 1,342 in costs relating to debt refinancing and debt restructuring, and (6) $ 1,267 in expenses related to fire damage and downtime at one of our facilities;

(iii) in the year ended December 31, 2020 (1) $ 67,130 in legal and professional expenses, relating primarily to litigation, (2) $ 7,467 in expenses related to environmental matters, (3) $ 6,987 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.

Prior period information in the table above has been reclassified to conform to current period presentation.

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

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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.

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.

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

As of December 31, 2022, there have been no share repurchases under this program.

During the years ended December 31, 2022, December 31, 2021, and December 31, 2020, we repurchased 6,848,356 , 11,564,009 , and 265,589 shares of our Common Stock, respectively, at an average price of $ 19.12 , $ 28.09 , and $ 18.83 , respectively.

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Weighted average grant date fair value $ 5.69 - $ 11.96

$ 14.39 $ 9.45

Risk free rate 1.91 % - 3.51 %

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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.

For PSUs issued in 2021 and thereafter, 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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( 202,673 ) 22.20

( 380,361 ) 27.79

Balance as of December 31, 2022 279,816 $ 26.61

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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.

As of December 31, 2022 and 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.

In addition to Towanda, which 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 in the accompanying consolidated balance sheet as of December 31, 2021.

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.

As of December 31, 2022, the assets and liabilities classified as held for sale are those of Towanda.

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

(amounts in thousands) 2022 2021

Inventory $ 16,592 $ 15,520

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Liabilities held for sale $ 6,040 $ 5,868

Impairment and Restructuring Charges

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.

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

Restructuring and Asset Related Charges, Net

We engage in restructuring activities focused on improving productivity and operating margins.

Restructuring costs primarily relate to costs associated with workforce reductions, plant consolidations and closure, and changes to the management structure to align with our operations.

Asset related charges, consisting of accelerated depreciation and amortization, were recorded in addition to our restructuring costs.

For the years ended December 31, 2022 and December 31, 2021 there were no material asset related charges.

For the year ended December 31, 2020, asset related charges primarily consisted of accelerated amortization of capitalized costs of certain ERP modules due to delays in implementation and uncertainty of their future use.

Other exit costs for the year ended December 31, 2022 primarily consisted of lease termination charges.

The following table summarizes the restructuring and asset related charges, net for the periods indicated:

(amounts in thousands) North

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Other exit costs — 1,253 35 156 1,444

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

Impairments 1,232 752 92 — 2,076

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

Total restructuring charges, net 6,842 5,026 611 3,379 15,858

Asset related charges 496 1,016 — 863 2,375

Total restructuring and asset related charges, net $ 7,338 $ 6,042 $ 611 $ 4,242 $ 18,233

Year Ended December 31, 2021

1 unchanged sentence

Other exit costs ( 28 ) — 179 ( 97 ) 54

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

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

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

Total restructuring charges, net ( 32 ) 701 302 ( 97 ) 874

Asset related charges 1,232 752 92 — 2,076

Total restructuring and asset related charges, net $ 1,200 $ 1,453 $ 394 $ ( 97 ) $ 2,950

Year Ended December 31, 2020

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Other exit costs ( 1 ) 235 ( 370 ) ( 46 ) ( 182 )

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

Impairments 3,926 157 2,542 — 6,625

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

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

Asset related charges 1,108 944 126 3,359 5,537

Total impairment and asset related charges, net $ 3,164 $ 3,682 $ 320 $ 3,303 $ 10,469

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

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Balance at period end $ 5,038 $ 171 $ 1,377

Interest Expense

Interest expense is net of capitalized interest.

Capitalized interest incurred during the construction phase of significant property and equipment additions totaled $ 0.4 million, $ 1.0 million, and $ 2.5 million in 2021, 2020, and 2019, respectively.

We made interest payments of $ 75.0 million, $ 71.7 million, and $ 71.2 million in 2021, 2020 and 2019, respectively.

Interest expense also includes amortization of debt issuance costs that are amortized using the effective interest method and amortization of original issue discounts.

The table below summarizes the amounts included in other income in the accompanying consolidated statements of operations:

Restructuring accruals are expected to be paid within the next 12 months and are included within accrued expenses and other current liabilities in the consolidated balance sheet.

Interest Expense, Net

Interest expense, net is net of capitalized interest and interest income.

Capitalized interest incurred during the construction phase of significant property and equipment additions totaled $ 0.9 million, $ 0.4 million, and $ 1.0 million for the years ended December 31, 2022, 2021, and 2020, respectively.

During the year ended December 31, 2022, we recognized interest income of $ 6.3 million primarily from gains on our interest rate swap agreements reclassified to interest income, refer to Note 22 - Derivative Financial Instruments for further information .

Interest income recorded during the years ended December 31, 2021 and December 31, 2020 was not significant.

For the years ended December 31, 2022, 2021 and 2020, interest payments totaled $ 80.6 million, $ 75.0 million, and $ 71.7 million, respectively.

Interest expense, net also includes amortization of debt issuance costs that are amortized using the effective interest method and amortization of original issue discounts.

Other Income, Net

The table below summarizes the amounts included in other income, net in the accompanying consolidated statements of operations:

(amounts in thousands) 2022 2021 2020

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 )

Foreign currency (gains) losses, net $ ( 2,285 ) $ ( 9,886 ) $ 11,858

Insurance reimbursement ( 6,343 ) ( 1,619 ) ( 1,388 )

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

Loss on extinguishment of debt 1,342 — —

Pension (income) expense ( 4,473 ) ( 464 ) 1,646

Recovery of cost from interest received on impaired notes ( 13,953 ) — —

Net (gain) loss on sale or disposal of property and equipment ( 8,057 ) 1,979 ( 4,122 )

Governmental assistance ( 1,699 ) ( 1,732 ) ( 8,281 )

Loss on extinguishment of debt — 1,342 —

Legal settlement income ( 10,500 ) — —

Credit for overpayments of utility expenses ( 1,975 ) — —

Other items ( 5,596 ) ( 4,123 ) ( 2,465 )

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

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.

Total other income, net $ ( 54,881 ) $ ( 14,503 ) $ ( 2,752 )

Governmental assistance for the year ended December 31, 2022, December 31, 2021, and December 31, 2020 primarily consisted of cash received from government pandemic assistance programs in Europe and North America as a result of COVID-19.

During the year ended December 31, 2022, government pandemic assistance of $ 0.6 million was recognized within our Europe segment.

During the years ended December 31, 2021 and December 31, 2020, we recognized $ 1.6 million and $ 7.4 million, respectively, of government pandemic assistance within our Europe and North America segments.

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

Derivative Financial Instruments

Foreign currency derivatives – We are exposed to the impact of foreign currency fluctuations in certain countries in which we operate.

In most of these countries, the exposure to foreign currency movements is limited because the operating revenues and expenses of our business units are substantially denominated in the local currency.

Foreign currency derivatives – As a multinational corporation, we are exposed to the impact of foreign currency fluctuations.

To the extent borrowings, sales, purchases, or other transactions are not executed in the local currency of the operating unit, we are exposed to foreign currency risk.

To mitigate the exposure, we enter into a variety of foreign currency derivative contracts, such as forward contracts, option collars, and cross-currency hedges.

To manage the effect of exchange fluctuations on forecasted sales, purchases, acquisitions, inventory and capital expenditures, and certain intercompany transactions that are denominated in foreign currencies, we have foreign currency derivative contracts with a total notional amount of $ 91.6 million.

We have foreign currency derivative contracts, with a total notional amount of $ 376.5 million, to hedge the effects of translation gains and losses on intercompany loans and interest.

In most of the countries in which we operate, the exposure to foreign currency movements is limited because the operating revenues and expenses of our business units are substantially denominated in the local currency.

To mitigate the exposure, we may enter into a variety of foreign currency derivative contracts.

To manage the effect of exchange fluctuations on forecasted sales, purchases, acquisitions, capital expenditures, and certain intercompany transactions that are denominated in foreign currencies, we have foreign currency derivative contracts with a total notional amount of $ 80.0 million as of December 31, 2022.

We also are subject to currency translation risk associated with converting our foreign operations’ financial statements into U.S.

To mitigate the impact to the consolidated earnings of the Company from the effect of the translation of certain subsidiaries’ local currency results into U.S.

dollars, we have foreign currency derivative contracts with a total notional amount of $ 107.0 million.

dollars, we have foreign currency derivative contracts with a total notional amount of $ 85.1 million as of December 31, 2022.

We do not use derivative financial instruments for trading or speculative purposes.

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.

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.

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

We recorded nominal mark-to-market gains relating to foreign currency derivatives in the year ended December 31, 2022, gains of $ 9.0 million in the year ended December 31, 2021, and losses of $ 5.4 million in the year ended December 31, 2020.

Interest rate derivatives – We are exposed to interest rate risk in connection with our variable rate long-term debt and we 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 USD LIBOR floored at 0.00 %.

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

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, 2022.

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.

We recorded pre-tax mark-to-market gains of $ 17.9 million and $ 4.1 million during the years ended December 31, 2022 and December 31, 2021, respectively, and losses of $ 2.3 million during the year ended December 31, 2020 in other comprehensive income.

We reclassified gains previously recorded in other comprehensive income to interest income of $ 5.0 million during

the year ended December 31, 2022, and losses to interest expense of $ 1.1 million and $ 0.5 million during the years ended December 31, 2021 and December 31, 2020, respectively.

As of December 31, 2022, approximately $ 16.2 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.

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These caps had a combined notional amount of $ 150.0 million, became effective in March 2019, and expired in December 31, 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.

We did not elect hedge accounting and recorded insignificant mark-to-market adjustments in the years ended December 31, 2021 and December 31, 2020.

Other derivative instruments – From time to time, we may enter into other types of derivative instruments immaterial to the business.

Unless otherwise disclosed, these instruments are not designated as hedging instruments and mark-to-market adjustments are recorded in the statement of operations each period.

The fair values of derivative instruments held are as follows:

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Foreign currency forward contracts Other current assets $ 3,809 $ 6,297

Other derivative instruments Other current assets 73 —

Derivatives liabilities

(amounts in thousands) Balance Sheet Location 2022 2021

Derivatives designated as hedging instruments:

Interest rate contracts

Accrued expenses and other current liabilities $ — $ 955

Interest rate contracts

Deferred credits and other liabilities $ — $ 897

Derivatives not designated as hedging instruments:

Foreign currency forward contracts Accrued expenses and other current liabilities $ 3,058 $ 5,527

Other derivative instruments Accrued expenses and other current liabilities 288 —

Fair Value of Financial Instruments

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20,117 20,117 — 20,117 — —

Derivative assets, recorded in other assets

3,036 3,036 — 3,036 — —

Deferred compensation plan assets, recorded in other assets 725 725 — 725 — —

Pension plan assets:

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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:

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5,527 5,527 — 5,527 — —

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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Redemption of these funds is not subject to restriction.

Derivative assets and liabilities reported in level 2 include foreign currency and interest rate contracts.

Derivative assets and liabilities reported in level 2 primarily include foreign currency derivative contracts and interest rate swap agreements.

See Note 22- Derivative Financial Instruments for additional information about our derivative assets and liabilities.

Deferred compensation plan assets reported in level 2 consist of mutual funds.

There are no material non-financial assets or liabilities as of December 31, 2022 or December 31, 2021.

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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.

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.

provisionally funded by the Company and remains subject to dispute with insurance carriers.

On November 22, 2021, the Court 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.

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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 lawsuit sought compensatory damages, equitable relief, and an award of attorneys’ fees and costs.

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.

The lawsuit sought compensatory damages, corporate governance reforms, restitution, equitable relief, and an award of attorneys’ fees and costs.

The court granted the Black and Aldridge plaintiffs in motion to consolidate the lawsuits on July 16, 2021.

On June 20, 2022, the parties entered into a settlement agreement of the consolidated matters, which was approved by the Court on approval of the December 20, 2022, and the cases were dismissed with prejudice.

As part of the settlement, the Company, as putative plaintiff, received approximately $ 10.5 million after attorneys’ fees and costs were deducted in January 2023.

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.

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The suits were consolidated into two separate actions, a Direct Purchaser Action and an Indirect Purchaser Action.

The suits allege that Masonite and JELD-WEN violated Section 1 of the Sherman Act, and in the Indirect Purchaser Action, related state law antitrust and consumer protection laws, by engaging in a scheme to artificially raise, fix, maintain, or stabilize the prices of interior molded doors in the United States.

The suits alleged that Masonite and JELD-WEN violated Section 1 of the Sherman Act, and in the Indirect Purchaser Action, related state law antitrust and consumer protection laws, by engaging in a scheme to artificially raise, fix, maintain, or stabilize the prices of interior molded doors in the United States.

The complaints sought ordinary and treble damages, declaratory relief, interest, costs, and attorneys’ fees.

The Company believes the claims lack merit and vigorously defended against the actions.

On September 18, 2019, the court granted in part and denied in part the defendants’ motions to dismiss the lawsuits, dismissing various state law claims and limiting plaintiffs’ damages claims to a four-year period (from 2014-2018) under the applicable statute of limitations.

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 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.

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 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.

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.

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.

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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”).

The putative class consists of any person in Canada who, since October 2012, purchased one or more interior molded doors from us or Masonite.

The suit alleges an illegal conspiracy between us and Masonite to agree on prices, the distribution of market shares and/or the production levels of interior molded doors and that the plaintiffs suffered damages in that they were charged and paid higher prices for interior molded doors than they would have had to pay but for the alleged anti-competitive conduct.

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 the Company and Masonite in the Superior Court of the Province of Quebec, Canada, which was served on us on September 18, 2020 (“the Quebec Action”).

The putative class consists of any person in Canada who, since October 2012, purchased one or more interior molded doors from the Company or Masonite.

The suit alleges an illegal conspiracy between the Company and Masonite to agree on prices, the distribution of market shares and/or the production levels of interior molded doors and that the plaintiffs suffered damages in that they were charged and paid higher prices for interior molded doors than they would have had to pay but for the alleged anti-competitive conduct.

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 the Federal Court of Canada, which was served on us on September 29, 2020 (the “Federal Court Action”).

On September 9, 2020, Kate O’Leary Swinkels, on behalf of herself and others similarly situated, filed a putative class action against the Company 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.

In February 2021, the plaintiff in the Federal Court Action issued 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.

We anticipate a hearing on the certification of the Federal Court Action in 2023.

The Company believes both the Quebec Action and the Federal Court Action lack merit and intends to vigorously defend against them.

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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 $ 67.6 million and $ 116.9 million at December 31, 2022 and December 31, 2021, respectively.

The decrease is primarily due to the cancellation of bonds related to the Steves’ legal matter.

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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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, 2022 and $0.5 million at December 31, 2021.

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.

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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.

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 delivered a draft CAP to the WADOE consistent with its preferred alternatives, and on May 16, 2022, we received the WADOE’s initial comments on the draft CAP.

On June 13, 2022, we responded to the WADOE’s comments, and on October 19, 2022, the WADOE identified Wick Family Properties as another PLP.

On December 19, 2022, the WADOE provided the draft CAP to the Company and other PLPs.

After further negotiation, 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;

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We currently anticipate meeting all applicable removal deadlines;

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

however, if our operations should change, additional alternatives would be evaluated to meet the prescribed removal timeline.

Employee Stock Ownership Plan – We have historically provided cash to our U.S.

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Purchase Obligations - As of December 31, 2022, we have purchase obligations of $ 29.2 million due in 2023 and $ 14.4 million due in 2024 and thereafter.

These purchase obligations are primarily relating to software hosting services and capital expenditures.

These purchase obligations are primarily relating to software hosting services and in-bound freight.

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 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.

In 2020, we elected to utilize the alternative method when calculating the Pension Benefit Guarantee Corporation premiums for 2020 and the succeeding four years.

We use a spot rate yield curve to estimate the pension benefit obligation and net periodic benefits costs.

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We developed the discount rate based on the plan’s expected benefit payments using the Willis Towers Watson RATE:Link 10:90 Yield Curve.

Based on this analysis, we selected a 2.88 % discount rate for our projected benefit obligation.

Based on this analysis, we selected a 5.39 % discount rate for our projected benefit

As the discount rate is reduced or increased, the pension obligation would increase or decrease, respectively, and future pension expense would increase or decrease, respectively.

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The plan invests primarily in publicly traded equity and debt securities as directed by the plan’s investment committee.

The target asset allocation is determined by reference to the plan’s funded status percentage.

The target allocation of plan assets was 52.2 % fixed income securities, 39.8 % equity securities and 8.0 % other investments, as of December 31, 2022 and December 31, 2021, respectively.

The pension plan’s expected return assumption is based on the weighted average aggregate long-term expected returns of various actively managed asset classes corresponding to the plan’s asset allocation.

We have selected an expected return on plan assets based on a historical analysis of rates of return, our investment mix, market conditions and other factors.

The fair value of plan assets increased in 2021 and 2020 due primarily to investment returns and contributions in excess of our benefit payments.

The fair value of plan assets decreased in 2022 due primarily to investment returns and benefit payments.

The fair value of plan assets increased in 2021 due primarily to investment returns, partially offset by benefit payments.

(amounts in thousands)

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( 80,997 ) 43,242

Company contribution

Benefits paid

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Balance at period end $ 314,477 $ 418,947

The plan’s investments as of December 31 are summarized below:

% of Plan Assets

Summary of plan investments - U.S.

benefit plan 2021 2020

Equity securities 8.9 8.3

Debt securities 42.0 36.3

Other 49.1 55.4

The plan’s projected benefit obligation is determined by using weighted-average assumptions made on December 31, of each year as summarized below:

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Interest cost

Actuarial (gain) loss ( 19,229 ) 47,085

Actuarial gain ( 110,342 ) ( 19,229 )

Benefits paid

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2028-2032 114,943

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.

The company made no cash contributions to the plan for the years ended December 31, 2022 and December 31, 2021.

During fiscal year 2023, no cash contributions are required to be made to the plan.

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Some of these plans remain open to participants and others are closed.

We maintain policies for investment of the assets of our funded pension plans.

The target allocation of plan assets was approximately 36 % fixed income securities, 32 % equity securities and 32 % other investments, as of December 31, 2022 and December 31, 2021, respectively.

The expenses related to these plans are recorded in the consolidated statements of operations and are determined by using weighted-average assumptions made on January 1 of each year as summarized below for the years ended December 31.

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Interest cost

714 908 1,398

Curtailment gain ( 1,742 ) — —

Expected return on plan assets

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Balance as of January 1, $ 11,344 $ 11,471

Actual gain (loss) return on plan assets 837 ( 106 )

Actual (loss) gain return on plan assets ( 553 ) 837

Company contribution

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Balance at period end $ 9,181 $ 11,344

The investments of the non-U.S.

plans as of December 31 are summarized below:

% of Plan Assets

Summary of plan investments - Non-U.S.

benefit plan 2021 2020

Equity securities 34.1 50.3

Debt securities 33.4 19.8

Other 32.5 29.9

The projected benefit obligation for the non-U.S.

plans is determined by using weighted-average assumptions made on December 31, 2021 of each year as summarized below:

The projected benefit obligation for the non-US plans is determined by using weighted-average assumptions made on December 31, 2022 of each year as summarized below:

(amounts in thousands)

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Interest cost

Actuarial (gain) loss ( 769 ) 786

Actuarial gain ( 7,029 ) ( 769 )

Curtailment gain ( 1,958 ) —

Benefits paid

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Net (gain) loss occurring during year ( 6,457 ) ( 931 ) 1,339

Effect of curtailment ( 167 ) — —

Cumulative translation adjustment

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Cash Investing Activities:

Purchases of securities for deferred compensation plan $ ( 834 ) $ — $ —

Sale of securities for deferred compensation plan 106 — —

Change in securities for deferred compensation plan $ ( 728 ) $ — $ —

Issuances of notes receivable

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Cash received on notes receivable 149 4,218 642

Cash received on previously impaired investments 3,768 — —

Change in notes receivable $ 94 $ 4,166 $ 585

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Property, equipment, and intangibles purchased in accounts payable $ 4,987 $ 6,753 $ 5,862

6,753 $ 5,862 $ 10,439

Property, equipment, and intangibles purchased with debt 9,779 8,839 18,813

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$ 16,486 $ 13,048 $ 10,785

Prepaid ERP costs funded through short-term debt borrowings

Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities

Shares repurchased in accounts payable — 1,066 —

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80,613 74,953 71,659

Related Party Transactions

Sale of subsidiary – In May 2019, we sold Creative Media Development, Inc.

(“CMD”), a subsidiary, which was part of our North America segment, for $ 6.5 million, resulting in a gain of $ 2.8 million in the second quarter of 2019.

A minority shareholder of the buying group also serves on our Board of Directors.

Under the Stock Purchase Agreement for CMD, we agreed to use CMD for certain advertising services totaling $ 7.0 million between 2019 and 2023.

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 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.

Prior period information in the table above have been reclassified to conform to current period presentation.

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