What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-20 compared with 2023-02-21 · 758 added, 594 removed, 1397 unchanged (49% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), which are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, including this Report, are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

the Company in reports that it files or submits under the Exchange Act, including this Report, are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer (“CEO”) and principal financial officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure.

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Item 9B - Other Information

(c) During the year ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 9C - Disclosures Regarding Foreign Jurisdictions that Prevent Inspections

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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 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”).

The other information required by this item is incorporated by reference to the Company’s definitive Proxy Statement for its 2024 Annual Meeting of Stockholders to be held on April 25, 2024, 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

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

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

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

Exhibit Description Form File No.

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8-K 001-38000 3.1 May 4, 2022

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

8-K 001-38000 3.2 May 4, 2022

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

8-K 001-38000 3.1 February 9, 2024

4.1 Description of Securities.

10-K 001-38000 4.1 February 22, 2022

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

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10-Q 001-38000 10.2 August 2, 2021

10.8 Amendment No.

7 to Credit Agreement, dated as of June 15, 2023, among JELD-WEN Holding, Inc., JELD-WEN, Inc., JELD-WEN of Canada, Ltd., the other borrowers and subsidiary guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto

8-K 001-38000 10.1 June 16, 2023

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

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10-Q 001-38000 10.3 August 2, 2021

10.16 Amendment No.

7 to Term Loan Credit Agreement, dated as of June 16, 2023, among JELD-WEN Holding, Inc., JELD-WEN, Inc., the other guarantors party thereto, the lenders party thereto, Bank of America, N.A., as administrative agent, and the other parties thereto.

8-K 001-38000 10.2 June 16, 2023

Exhibit Description Form File No.

Exhibit Filing Date

10.17 Amendment No.

8 to Term Loan Credit Agreement, dated as of January 19, 2024, among JELD-WEN Holding, Inc., JELD-WEN, Inc., the other guarantors party thereto, the lenders party thereto, Bank of America, N.A., as administrative agent, and the other parties thereto.

8-K 001-38000 10.1 January 19, 2024

10.18 Share Sale Agreement, dated April 17, 2023, by and between JW International Holdings, Inc.

and Aristotle Holding III Pty Limited

8-K 001-38000 2.1 April 18, 2023

10.19+ JELD-WEN Holding, Inc.

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

Exhibit Description Form File No.

Exhibit Filing Date

10.22+ JELD-WEN Holding, Inc.

2017 Omnibus Equity Plan.

10-K 001-38000 10.18 February 22, 2022

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

7 unchanged sentences

10-K 001-38000 10.21 February 22, 2022

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

2017 Omnibus Plan.

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

2017 Omnibus Plan.

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

2017 Omnibus Plan.

10.29*+ JELD-WEN Holding, Inc.

2024 Management Incentive Plan

10-K 001-38000 10.22 February 22, 2022

10.30+ Form of Indemnification Agreement.

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8-K 001-38000 10.1 February 18, 2022

19.1* Securities Trading and Disclosure Policy

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

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Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1* JELD-WEN Holding, Inc.

Incentive Compensation Clawback Policy

101.INS* Inline XBRL Instance Document.

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104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

Exhibit Description Form File No.

Exhibit Filing Date

* Filed herewith.

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Item 16 - Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

JELD-WEN HOLDING, INC.

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POWER OF ATTORNEY

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.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Julie Albrecht and James Hayes, 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.

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Julie Albrecht

/s/ Scott Vining Chief Accounting Officer

/s/ Michael Leon Chief Accounting Officer

(Principal Accounting Officer) February 20, 2024

/s/ Roderick C.

Wendt Vice Chair and Director February 21, 2023

/s/ David Nord Chair February 20, 2024

/s/ Catherine A.

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Catherine Halligan

/s/ Michael F.

Hilton Director February 20, 2024

/s/ Tracey I.

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Cynthia Marshall

/s/ David Nord Chair February 21, 2023

/s/ Suzanne Stefany Director February 20, 2024

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/s/ Bruce Taten Director February 20, 2024

/s/ Roderick C.

Wendt Director February 20, 2024

/s/ Steven E.

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Notes to Consolidated Financial Statements F- 10

Description of Company and Summary of Significant Accounting Policies

Discontinued Operations

Accounts Receivable

Property and Equipment, Net

Intangible Assets, Net

Accrued Payroll and Benefits

Accrued Expenses and Other Current Liabilities

Warranty Liability

Long-Term Debt

Deferred Credits and Other Liabilities

Segment Information

Capital Stock

Earnings Per Share

Stock Compensation

Restructuring and Asset Related Charges

Held for Sale

Interest Expense, Net

Other Income, Net

Derivative Financial Instruments

Fair Value of Financial Instruments

Commitments and Contingencies

Employee Retirement and Pension Benefits

Supplemental Cash Flow Information

Summarized Quarterly Financial Information (Unaudited) F- 54

Report of Independent Registered Public Accounting Firm

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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.

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.

Goodwill Impairment Assessment – Europe Reporting Unit

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s consolidated goodwill balance was $390.2 million as of December 31, 2023, and the goodwill associated with the Europe reporting unit was $207.8 million.

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;

Management estimates the fair value of reporting units using the income and market approaches.

Under the income approach, the fair value of a reporting unit is based on discounted cash flow analysis that contains significant assumptions and estimates 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 goodwill impairment assessment for the Europe reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the reporting unit;

(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, the discount rate, capital expenditures, and the terminal growth rate;

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 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 revenue growth rates, expected EBITDA margins, discount rates, capital expenditures, and terminal growth rates.

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

These procedures included, among others (i) testing management’s process for developing the fair value estimate of the Europe reporting unit;

(ii) evaluating the appropriateness of the discounted cash flow analysis used by management;

(iii) testing the completeness and accuracy of underlying data used in the discounted cash flow analysis;

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

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;

(ii) the consistency with external market 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 assumptions related to terminal growth rates and discount rates.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow analysis and (ii) the reasonableness of the discount rate and terminal growth rate assumptions.

/s/ PricewaterhouseCoopers LLP

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Selling, general and administrative 655,280 654,077 604,514

Goodwill impairment 54,885 — —

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

Goodwill impairment ( Note 6 )

Restructuring and asset related charges ( Note 19 )

35,741 17,622 2,556

Operating income 141,600 59,336 215,847

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

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

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

Income tax expense 33,310 35,540 25,089

Interest expense, net ( Note 21 )

72,258 82,505 76,788

Loss on extinguishment of debt ( Note 12 )

6,487 — 1,342

Other income, net ( Note 22 )

( 25,719 ) ( 53,433 ) ( 13,241 )

Income from continuing operations before taxes 88,574 30,264 150,958

Income tax expense ( Note 15 )

63,339 18,041 19,636

Income from continuing operations, net of tax 25,235 12,223 131,322

Gain on sale of discontinued operations, net of tax ( Note 2 )

Income from discontinued operations, net of tax ( Note 2 )

21,511 33,504 37,500

Net income $ 62,445 $ 45,727 $ 168,822

Weighted average common shares outstanding:

Weighted average common shares outstanding ( Note 17 ) :

Basic 84,995,515 86,374,499 96,563,155

Diluted 85,874,035 87,075,176 98,371,142

Net income per share from continuing operations

Basic $ 0.30 $ 0.14 $ 1.36

Diluted $ 0.29 $ 0.14 $ 1.33

Net income per share from discontinued operations

Basic $ 0.44 $ 0.39 $ 0.39

Diluted $ 0.43 $ 0.38 $ 0.38

Net income per share

1 unchanged sentence

Diluted $ 0.73 $ 0.53 $ 1.72

Net income per share may not sum due to rounding.

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

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Net income $ 62,445 $ 45,727 $ 168,822

Other comprehensive (loss) income, net of tax:

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments, net of tax expense (benefit) of $ 2,301 , $ 1,502 , and $( 4,096 ), respectively

45,859 ( 71,811 ) ( 77,904 )

Interest rate hedge adjustments, net of tax expense (benefit) of $ 3,268 , $ 1,302 , and $( 468 ), respectively

Interest rate hedge adjustments, net of tax (benefit) expense of $( 4,076 ), $ 3,268 , and $ 1,302 , respectively

( 12,159 ) 9,668 3,850

Defined benefit pension plans, net of tax expense (benefit) of $ 4,104 , $ 13,226 , and $( 3,800 ), respectively

Defined benefit pension plans, net of tax expense of $ 3,287 , $ 4,104 , and $ 13,226 , respectively

13,624 13,255 39,001

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

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

Total other comprehensive income (loss), net of tax 47,324 ( 48,888 ) ( 35,053 )

Comprehensive income (loss) $ 109,769 $ ( 3,161 ) $ 133,769

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

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Restricted cash 835 1,463

Accounts receivable, net 603,748 552,041

Inventories 666,455 615,971

Accounts receivable, net ( Note 3 )

516,674 531,232

Inventories ( Note 4 )

481,451 594,471

Other current assets 71,507 73,485

Assets held for sale 125,748 119,424

Assets held for sale ( Note 20 )

135,563 125,748

Current assets of discontinued operations ( Note 2 )

Total current assets 1,494,342 1,695,606

Property and equipment, net 762,486 798,804

Deferred tax assets 195,180 204,232

Goodwill 460,505 545,213

Intangible assets, net 192,105 222,181

Operating lease assets, net 167,880 201,781

Property and equipment, net ( Note 5 )

644,242 642,004

Deferred tax assets ( Note 15 )

150,453 182,161

Goodwill ( Note 6 )

390,170 381,953

Intangible assets, net ( Note 7 )

123,910 148,106

Operating lease assets, net ( Note 8 )

146,931 128,993

Other assets 30,077 25,778

Non-current assets of discontinued operations ( Note 2 )

Total assets $ 2,980,125 $ 3,501,361

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Accounts payable $ 269,322 $ 286,978

Accrued payroll and benefits 133,637 135,989

Accrued expenses and other current liabilities 291,876 289,676

Current maturities of long-term debt 34,391 38,561

Liabilities held for sale 6,040 5,868

Accrued payroll and benefits ( Note 9 )

132,550 107,002

Accrued expenses and other current liabilities ( Note 10 )

233,796 247,901

Current maturities of long-term debt ( Note 12 )

36,177 34,093

Liabilities held for sale ( Note 20 )

Current liabilities of discontinued operations ( Note 2 )

Total current liabilities 678,909 786,626

Long-term debt 1,713,238 1,667,696

Unfunded pension liability 35,505 61,438

Operating lease liability 135,822 166,318

Deferred credits and other liabilities 97,898 102,879

Deferred tax liabilities 8,724 9,254

Long-term debt ( Note 12 )

1,190,075 1,712,790

Unfunded pension liability ( Note 26 )

26,502 31,109

Operating lease liability ( Note 8 )

121,993 105,068

Deferred credits and other liabilities ( Note 13 )

104,831 95,936

Deferred tax liabilities ( Note 15 )

Non-current liabilities of discontinued operations ( Note 2 )

Total liabilities 2,129,480 2,777,813

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Shares repurchased — ( 130,852 ) ( 324,673 )

Adoption of new accounting standard ASU No.

— — ( 5,710 )

Net income 62,445 45,727 168,822

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Foreign currency adjustments 45,859 ( 71,811 ) ( 77,904 )

Unrealized gain (loss) on interest rate hedges 9,668 3,850 ( 1,384 )

Net actuarial pension gain (loss) 13,255 39,001 ( 11,476 )

Unrealized (loss) gain on interest rate hedges ( 12,159 ) 9,668 3,850

Net actuarial pension gain 13,624 13,255 39,001

Balance at period end

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For the Years Ended December 31,

(amounts in thousands) 2022 2021 2020

(amounts in thousands) December 31, 2023 December 31, 2022 2021

OPERATING ACTIVITIES

Net income $ 62,445 $ 45,727 $ 168,822

Adjustments to reconcile net income to cash used in operating activities:

Adjustments to reconcile net income to cash provided by (used in) operating activities:

Depreciation and amortization 140,192 131,754 137,247

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Loss on extinguishment of debt 6,487 — 1,001

Gain on sale of discontinued operations ( 23,982 ) — —

Stock-based compensation 18,403 16,168 20,209

Contributions to U.S.

pension plan — — ( 12,619 )

Amortization of U.S.

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Other items, net ( 7,439 ) 24,597 3,804

Net change in operating assets and liabilities, net of effect of acquisitions:

Net change in operating assets and liabilities:

Accounts receivable 10,862 ( 79,692 ) ( 91,920 )

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Purchase of intangible assets ( 12,550 ) ( 9,003 ) ( 16,090 )

Proceeds (payments) related to the sale of JW Australia (1)

Recovery of cost from interest received on impaired notes

3,514 13,953 —

Cash received for notes receivable 261 94 4,166

Cash received from insurance proceeds 5,115 — —

Change in securities for deferred compensation plan ( 1,140 ) ( 728 ) —

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

Net cash provided by (used in) investing activities 279,174 ( 67,030 ) ( 92,361 )

FINANCING ACTIVITIES

Change in long-term debt 12,729 ( 86,051 ) 210,858

Change in long-term debt and payments of debt extinguishment costs ( 561,338 ) 12,729 ( 86,051 )

Common stock issued for exercise of options 563 2,009 10,184

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Payments to tax authorities for employee share-based compensation ( 1,638 ) ( 2,765 ) ( 1,620 )

Net cash (used in) provided by financing activities ( 120,014 ) ( 401,209 ) 207,909

Payments related to the sale of JW Australia ( 744 ) — —

Net cash used in financing activities ( 563,157 ) ( 120,014 ) ( 401,209 )

Effect of foreign currency exchange rates on cash 7,074 ( 19,315 ) ( 21,800 )

Net (decrease) increase in cash and cash equivalents ( 176,022 ) ( 339,704 ) 506,718

Net increase (decrease) in cash and cash equivalents 68,279 ( 176,022 ) ( 339,704 )

Cash, cash equivalents and restricted cash, beginning 220,868 396,890 736,594

Cash, cash equivalents and restricted cash, ending $ 289,147 $ 220,868 $ 396,890

Balances included in the Consolidated Balance Sheets:

Cash, cash equivalents, and restricted cash $ 289,147 $ 165,938 $ 344,062

Cash and cash equivalents included in current assets of discontinued operations — 54,930 52,828

Cash and cash equivalents at end of period $ 289,147 $ 220,868 $ 396,890

For further information see Note 27 - Supplemental Cash Flow.

Cash flows from discontinued operations through the divestiture date of July 2, 2023 are included in the above amounts and explained in Note 1 — Basis of Presentation and Note 2 — Discontinued Operations.

(1) Includes proceeds from the sale of JW Australia, net of the $ 73.9 million of cash divested.

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

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and its subsidiaries.

We have facilities located in the U.S., Canada, Europe, Australia, Asia, and Mexico.

We have facilities primarily located in the U.S., Canada, and Europe.

Our products are marketed primarily under the JELD-WEN brand name in the U.S.

and Canada and under JELD-WEN and a variety of acquired brand names in Europe, Australia, and Asia.

Our revenues are affected by the level of new housing starts and remodeling activity in each of our markets.

and Canada and under JELD-WEN and a variety of acquired brand names in Europe.

Our revenues are affected by the level of new housing starts, residential and non-residential building construction, and repair and remodeling activity in each of our markets.

Our sales typically follow seasonal new construction and repair and remodeling industry patterns.

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All intercompany balances and transactions have been eliminated in consolidation.

On April 17, 2023, we entered into a Share Sale Agreement with Aristotle Holding III Pty Limited, a subsidiary of Platinum Equity Advisors, LLC, to sell our Australasia business (“JW Australia”).

On July 2, 2023, we completed the sale.

The net assets and operations of the disposal group met the criteria to be classified as “discontinued operations” and are reported as such in all periods presented unless otherwise noted.

The consolidated statements of cash flows include cash flows from discontinued operations through the divestiture date of July 2, 2023.

See Note 2 - Discontinued Operations for further information.

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

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

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

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

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

Share Repurchases – On 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.

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As of December 31, 2023, 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.

We did not repurchase shares of our Common Stock during the year ended December 31, 2023.

During the years ended December 31, 2022 and December 31, 2021, we paid $ 132.0 million and $ 323.7 million, respectively, to repurchase 6,848,356 and 11,564,009 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.

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Actual results could differ due to the uncertainty inherent in the nature of these estimates.

COVID-19 – The CARES Act in the U.S.

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

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

The most significant impact was 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 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.

CARES Act – In March 2020, the United States government enacted the CARES Act to provide certain relief as a result of the COVID-19 pandemic.

The CARES Act provided for tax relief, along with other stimulus measures, including a provision that allowed employers to defer the remittance of the employer portion of social security tax relating to 2020.

The Company deferred $ 20.9 million of the employer portion of social security tax in 2020, all of which was paid in the year ended December 31, 2022.

The CARES Act also included a provision for an ERC designed to encourage businesses to retain employees during the COVID-19 pandemic.

During the year ended December 31, 2023, we recorded an ERC from the

government of $ 6.1 million in other income, net in the accompanying consolidated statements of operations.

The balance is included in other current assets in the accompanying consolidated balance sheets as of December 31, 2023.

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

North America, Europe, and Australasia.

North America and Europe.

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

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

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

No segments have been aggregated for our presentation.

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.

We consider the following factors in determining the reportable segments:

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

No operating segments have been aggregated for our presentation of reportable segments.

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

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

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Our customers are primarily retailers, distributors, and contractors.

As of December 31, 2022, two customers accounted for 26.9 % of the consolidated accounts receivable balance.

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

Two customers, The Home Depot and Lowe’s Companies, each accounted for more than 10% of the consolidated accounts receivable, net balance as of December 31, 2023 and December 31, 2022.

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.

We estimate the allowance for credit losses 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.

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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.

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

Current maturities and interest, net of short-term allowance are reported as other current assets.

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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 and included in other income, net in the accompanying statements of operations.

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 SG&A expense 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.

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Legal and registration costs related to internally-developed patents and trademarks are capitalized and amortized over the lesser of their expected useful life or the legal patent life.

Cost and accumulated amortization are removed from the accounts in the period that an intangible asset becomes fully amortized.

The carrying value of intangible assets is reviewed by management to assess the recoverability of the assets when facts and circumstances indicate that the carrying value may not be recoverable.

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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 the years ended December 31, 2022, December 31, 2021 and December 31, 2020.

No impairments were identified during the years ended December 31, 2023, December 31, 2022 and December 31, 2021.

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 non-lease components.

We combine lease and non-lease components for all agreements, with the exception of building leases.

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.

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Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Goodwill – Goodwill is tested 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.

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 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.

Goodwill – Goodwill is tested for impairment on an annual basis during the fourth quarter and between annual tests if indicators of potential impairment exist.

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 less than its carrying amount.

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 is less than its carrying amount, we perform a quantitative goodwill impairment test.

Prior to 2023, the estimated fair values of reporting units were derived using only an income approach (implied fair value measured on a non-recurring basis using level 3 inputs).

Beginning in 2023, the estimated fair values of our reporting units were derived using a combination of income and market approaches, both of which yielded substantially equivalent indications of fair value.

Absent an indication of fair value from a potential buyer or similar specific transactions, we believe that the use of these methods provides a reasonable estimate of a reporting unit’s fair value.

Fair value computed by these models is arrived at using a number of factors and inputs.

There are inherent uncertainties, however, related to fair value models, the inputs, factors and our judgment in applying them to this analysis.

Nonetheless, we believe that the combination of these methods provides a reasonable approach to estimate the fair values of our reporting units.

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

This analysis contains significant assumptions and estimates 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 the excess of fair value over carrying amount 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 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.

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

North America and Europe and applied a quantitative approach to both reporting units.

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.

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

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

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

As of December 31, 2023, December 31, 2022 and December 31, 2021, we had netting provisions in certain agreements with our counterparties.

We have elected to not offset the fair values of derivative assets and liabilities executed with the same counterparty that are generally subject to enforceable netting agreements.

Changes in a derivative’s fair value are recognized in earnings unless specific hedge criteria are met, and we elect hedge accounting prior to entering into the hedge.

Changes in a derivative’s fair value are recognized in earnings unless specific hedge criteria are met, and we elect hedge accounting prior to entering into the

If a derivative is designated as a fair value hedge, the changes in fair value of both the derivative and the hedged item attributable to the hedged risks are recognized in the same line item in the results of operations.

If the derivative is designated as a cash flow hedge, changes in the fair value related to the derivatives considered highly effective are initially recorded in accumulated other comprehensive income (loss) and subsequently classified to the consolidated statements of operations when the hedged item impacts earnings, and in the same line item on the consolidated statements of operations as the impact of the hedge transaction.

At the inception of a fair value or cash flow hedge, we formally document the hedge relationship and the risk management objective for undertaking the hedge.

If the derivative is designated as a cash flow or net investment hedge, changes in the fair value related to the derivatives considered highly effective are initially recorded in accumulated other comprehensive income (loss) and subsequently classified to the consolidated statements of operations when the hedged item impacts earnings, and in the same line item on the consolidated statements of operations as the impact of the hedge transaction.

Cash flows from all derivative instruments, including those not designated as hedging instruments, are classified in the same category as the cash flows from the item being hedged.

At the inception of a fair value, cash flow hedge or net investment hedge we formally document the hedge relationship and the risk management objective for undertaking the hedge.

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.

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Advertising and promotion expenses included in SG&A expenses were $ 30.1 million in 2023, $ 27.1 million in 2022, and $ 25.8 million in 2021.

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.

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

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

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Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those

temporary differences are expected to be recovered or settled.

The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

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

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 reform.

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.

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

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

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

In June 2016, the FASB issued ASU No.

2016-13, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments.

The standard requires the measurement and recognition of expected credit losses for financial assets held at amortized cost and adds an impairment model that is based on expected losses rather than incurred losses.

In April 2019, the FASB issued ASU No.

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 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.

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

In addition, ASC 848 allowed 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.

We elected to assess effectiveness as documented in the original hedge documentation and apply the practical expedients related to probability to assume that the reference rate on a hypothetical derivative matched the reference rate on the hedging instrument.

In June 2023, we executed amendments to our Term Loan Facility, ABL Facility and interest rate derivative agreements to replace LIBOR with a Term SOFR based rate.

These contract amendments did not have a material impact on our consolidated

financial statements.

Refer to Note 12 - Long-Term Debt and Note 23 - Derivative Financial Instruments for further information.

Recent Accounting Standards Not Yet Adopted – In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures .

ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the CODM and included within the segment measure of profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM.

ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024.

The guidance will not have an impact on our financial positions and results of operations.

We are currently evaluating the impact of this guidance on the Company’s disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

ASU 2023-09 expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S.

and foreign jurisdictions.

The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively.

We have not elected to early adopt this standard.

The guidance will not have an impact on our financial positions and results of operations.

We are currently evaluating the impact of this guidance on the Company’s disclosures.

We have considered the applicability and impact of all ASUs.

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

Discontinued Operations

On April 17, 2023, we entered into a Share Sale Agreement with Aristotle Holding III Pty Limited, a subsidiary of Platinum Equity Advisors, LLC, to sell our Australasia business (“JW Australia”), for a purchase price of approximately AUD $ 688 million.

On July 2, 2023, we completed the sale, receiving net cash proceeds of approximately $ 446 million, including $ 3.3 million of cash received from the settlement of certain forward contracts (refer to Note 23 - Derivative Financial Instruments for further information).

We recorded a net gain on the sale of JW Australia of $ 15.7 million, net of taxes.

The net gain on sale includes $ 30.3 million of cumulative translation adjustments l osses and $ 1.0 million of accumulated net actuarial pension losses reclassified from other comprehensive income.

The net gain on sale also includes a $ 10.2 million loss recorded in the fourth quarter of 2023 in estimated taxes directly related to the sale transaction and return to provision true ups for the period in which we owned JW Australia.

This divestiture qualified as a discontinued operation as of April 17, 2023 since it represents a strategic shift for us and has a major effect on our consolidated results of operations.

Accordingly, the results of operations for the JW Australia reportable segment, together with certain costs related to the sale, have been classified as discontinued operations within the consolidated statements of operations for all periods presented.

Subsequent to the completion of the sale, we entered into an agreement to provide certain transition services to JW Australia, including providing information technology post-closing services, purchases under a supply agreement, and reimbursement for certain costs to upgrade specific IT systems up to a capped amount.

As of December 31, 2023, we had a liability of approximately $ 8.2 million relating to these matters, of which $ 6.1 million is included in accrued expenses and other current liabilities and the remaining is included in deferred credits and other liabilities in our consolidated balance sheet.

The Company has determined the impact of the continuing involvement is insignificant to our consolidated financial statements.

The following is a summary of the major categories of assets and liabilities of JW Australia that had been reflected as held for sale in the period preceding the divestiture at:

(amounts in thousands) December 31, 2022

Cash and cash equivalents $ 54,930

Accounts receivable, net 72,516

Inventories 71,984

Other current assets 5,302

Current assets of discontinued operations $ 204,732

Property and equipment, net $ 120,482

Deferred tax assets 13,019

Goodwill 78,552

Intangible assets, net 43,999

Operating lease assets, net 38,887

Other assets 1,821

Non-current assets of discontinued operations $ 296,760

Accounts payable $ 33,704

Accrued payroll and benefits 26,635

Accrued expenses and other current liabilities 43,975

Current maturities of long-term debt 298

Current liabilities of discontinued operations $ 104,612

Long-term debt $ 448

Unfunded pension liability 4,396

Operating lease liability 30,754

Deferred credits and other liabilities 1,962

Deferred tax liabilities 862

Non-current liabilities of discontinued operations $ 38,422

The balances of the assets and liabilities of JW Australia as of the divestiture date of July 2, 2023 did not materially change from the balances as of July 1, 2023 disclosed in our Form 10-Q for the second quarter of 2023.

Components of amounts reflected in the consolidated statements of operations related to discontinued operations for the years ended December 31 were as follows:

(amounts in thousands) 2023 2022 2021

Net revenues $ 301,876 $ 611,048 $ 610,737

Cost of sales 211,575 451,542 458,387

Gross margin 90,301 159,506 152,350

Selling, general and administrative 62,263 112,015 100,378

Restructuring and asset related charges — 611 394

Operating income 28,038 46,880 51,578

Interest (income) expense, net ( 685 ) ( 445 ) 778

Other income, net ( 2,274 ) ( 1,448 ) ( 2,604 )

Income from discontinued operations before taxes 30,997 48,773 53,404

Income tax expense 9,486 15,269 15,904

Income from discontinued operations, net of tax $ 21,511 $ 33,504 $ 37,500

The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows through the divestiture date of July 2, 2023.

The following table presents cash flow and non-cash information related to discontinued operations:

For the Years Ended December 31,

(amounts in thousands) 2023 2022 2021

Depreciation and amortization $ 5,196 $ 18,622 $ 20,892

Capital expenditures 6,229 7,746 5,492

Share-based incentive compensation 926 1,591 221

Provision for bad debt 5,062 392 86

Accounts Receivable

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

We do not usually require collateral for accounts receivable, but will require advance payment, guarantees, a security interest in the products sold to a customer, and/or letters of credit in certain situations.

We do not usually require collateral for accounts receivable, but do require advance payment, guarantees, a security interest in the products sold to a customer, and/or letters of credit in certain situations.

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 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.

Two customers, The Home Depot and Lowe’s Companies, each accounted for more than 10% of the consolidated accounts receivable, net balance as of December 31, 2023 and December 31, 2022.

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

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Write-offs 2,466 941 1,423

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

Currency translation

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Balance at period end $ ( 11,265 ) $ ( 15,429 ) $ ( 9,472 )

The decrease in the allowance for credit losses during 2023 was primarily due to improved collections experience and an improved portfolio of aged receivables.

Inventories are stated at the lower of cost or net realizable value.

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84,608 108,880

Provision for obsolete or excess inventory ( 28,658 ) ( 24,092 )

Total inventories $ 481,451 $ 594,471

To conform with current period presentation, ce rtain amounts in prior period information have been reclassified.

Property and Equipment, Net

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Total property and equipment, net $ 644,242 $ 642,004

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

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

We 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.

We recorded accelerated depreciation of our plant and equipment of $ 7.4 million, $ 0.7 million and $ 2.0 million during the years ended December 31, 2023, December 31, 2022 and December 31, 2021, respectively, within restructuring and asset related charges in the accompanying consolidated statements of operations.

For more information, refer to Note 19 - Restructuring and Asset Related Charges.

During the twelve months ended December 31, 2023, we recorded $ 9.1 million of accelerated depreciation resulting from reviews of our North America equipment capacity optimization.

These charges were recorded within cost of sales 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 an increase of $ 7.9 million and a decrease of $ 14.1 million for the years ended December 31, 2023 and December 31, 2022, respectively.

Depreciation expense was recorded as follows:

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(amounts in thousands) North

America Europe Australasia Total

America Europe Total

Balance as of December 31, 2021 $ 182,645 $ 278,668 $ 461,313

Transfers to assets held for sale (Note 18)

( 65,000 ) — — ( 65,000 )

Impairment — ( 54,885 ) ( 54,885 )

Currency translation

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Balance as of December 31, 2022 $ 182,269 $ 199,684 $ 381,953

Impairment — ( 54,885 ) — ( 54,885 )

Currency translation

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$ 182,412 $ 207,758 $ 390,170

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.

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.

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

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.

Based upon the results of our interim impairment analysis, we concluded that the carrying amount of our Europe reporting unit exceeded its fair value, and we recorded a goodwill impairment charge of $ 54.9 million, for the year ended December 31, 2022, 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.

We performed our annual impairment assessments during the fourth quarter of each period presented in our accompanying consolidated statement of operations.

At each respective assessment date, we quantitatively determined that the fair values of our North America and Europe reporting units exceeded their net carrying amounts and no goodwill impairment charge was recorded.

As of the fourth quarter of 2023, we determined that the fair value of our North America reporting unit would have to decline significantly to be considered for potential impairment, and determined the fair value of our Europe reporting unit would have to decline by approximately 3 % to be considered for potential impairment.

Intangible Assets, Net

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Total amortizable intangibles $ 271,803 $ ( 123,697 ) $ 148,106

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.

We recorded accelerated amortization of $ 14.1 million during the year ended December 31, 2023 related to an ERP system that we intend to not utilize upon completion of the JW Australia Transition Services Agreement period.

The expense was recorded within SG&A expense in the accompanying consolidated statements of operations.

We expect to record an additional $ 14.1 million of accelerated amortization related to this ERP through the second quarter of 2024.

The effect on our carrying value of intangible assets due to currency translations for foreign intangible assets was an increase of $ 0.7 million and a decrease of $ 2.1 million for the year ended December 31, 2023 and December 31, 2022, respectively.

Amortization expense was recorded as follows:

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(amounts in thousands) 2023 2022

Accrued bonuses and commissions $ 45,742 $ 18,911

Accrued vacation 31,510 31,921

Accrued payroll 30,018 30,304

Accrued bonuses and commissions 20,628 9,416

Other accrued benefits 13,900 11,720

Accrued payroll taxes 13,898 11,560

Other accrued benefits 10,072 13,052

defined contributions and other accrued benefits 1,310 1,254

Total accrued payroll and benefits $ 132,550 $ 107,002

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

(amounts in thousands) 2022 2021

(amounts in thousands) December 31, 2023 December 31, 2022

Accrued sales and advertising rebates

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Current portion of operating lease liability 32,477 31,152

Non-income related taxes

25,700 25,030

Deferred revenue and customer deposits 24,753 25,568

Current portion of warranty liability (Note 11)

22,819 21,215

Accrued expenses 18,423 18,636

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

Non-income related taxes

20,072 22,615

Accrued freight 18,963 17,377

Accrued expenses 15,758 13,505

Current portion of accrued claim costs relating to self-insurance programs 14,079 16,231

Accrued income taxes payable 9,252 9,368

Deferred revenue and customer deposits 7,189 10,084

Current portion of restructuring accrual ( Note 19 )

Accrued interest payable 4,038 3,633

Legal claims provision 3,490 3,476

Current portion of derivative liability (Note 23)

Accrued interest payable 1,401 4,036

Legal claims provision ( Note 25 )

Total accrued expenses and other current liabilities $ 233,796 $ 247,901

The legal claims provision relates primarily to contingencies associated with the ongoing legal matters disclosed in Note 24 - Commitments and Contingencies .

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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Currency translation 402 ( 851 ) ( 304 )

( 974 ) ( 393 ) 574

Balance at period end 53,247 52,389 53,367

3 unchanged sentences

$ 30,428 $ 31,174 $ 31,249

The most significant component of our warranty liability is in the North America segment, which totaled $ 46.1 million at December 31, 2022, after discounting future estimated cash flows at rates between 0.53 % and 2.78 %.

Without discounting, the liability would have been higher by approximately $ 2.9 million.

The most significant component of our warranty liability was in the North America segment.

As of December 31, 2023, the warranty liability in the North America segment totaled $ 46.5 million, after discounting future estimated cash flows at rates between 0.53 % and 4.01 %.

Without discounting, the liability would have increased by approximately $ 3.8 million.

Long-Term Debt

2 unchanged sentences

(amounts in thousands) Interest Rate

Senior Secured Notes and Senior Notes 4.63 % - 6.25 %

Senior Notes 4.63 % - 4.88 %

$ 600,000 $ 800,000

Term loans 1.30 % - 6.63 %

Senior Secured Notes — 250,000

Term Loan Facility 7.72 % (1)

536,250 541,750

Revolving credit facilities 5.54 % - 5.63 %

Revolving credit facility — 55,000

Finance leases and other financing arrangements 1.00 % - 8.28 %

6 unchanged sentences

Long-term debt $ 1,190,075 $ 1,712,790

(1) Term Loan B, mortgage notes and certain finance leases and other financing arrangements are subject to variable interest rates.

To conform with current period presentation, ce rtain amounts in prior period information have been reclassified.

Maturities by year, excluding unamortized debt issuance costs and original issue discounts:

2 unchanged sentences

Senior Secured Notes and Senior Notes

In May 2020, we issued $ 250.0 million of Senior Secured Notes bearing interest at 6.25 % and maturing in May 2025 in a private placement for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

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 (“ 4.63 % Senior Notes”), 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.

In May 2020, we issued $ 250.0 million of Senior Secured Notes bearing interest at 6.25 % and maturing in May 2025 (“ 6.25 % Senior Secured Notes”) in a private placement for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

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.

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.

On August 3, 2023, we redeemed all $ 250.0 million of our 6.25 % Senior Secured Notes and $ 200.0 million of our 4.63 % Senior Notes.

The Company recognized a pre-tax loss of $ 6.5 million on the redemption in year ended December 31, 2023, consisting of $ 3.9 million in call premium and $ 2.6 million in accelerated amortization of debt issuance costs.

Term Loan Facility

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.

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 previously existing term loans.

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

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

The replacement term loans originally bore 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 modified certain other terms and provisions of the Term Loan Facility, and adds language to address the replacement of LIBOR with a SOFR basis upon the June 30, 2023 cessation of the publication of LIBOR.

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.

As a result of this amendment, we recognized debt

extinguishment costs of $ 1.3 million, which included $ 1.0 million of unamortized debt issuance costs and original discount fees.

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

In June 2023, we amended the Term Loan Facility to replace LIBOR with a Term SOFR based rate as the successor benchmark rate and made certain other technical amendments and related conforming changes.

All other material terms and conditions were unchanged.

In January 2024, we amended the Term Loan Facility to lower the applicable margin for replacement term loans, remove certain provisions no longer relevant to the parties, and make certain other technical amendments and related to conforming changes.

Pursuant to the amendment, replacement term loans bear interest at SOFR plus a margin of 1.75 % to 2.00 % depending on JWI’s corporate credit ratings, compared to a margin of 2.00 % to 2.25 % under the previous amendment.

All other material terms and conditions of the Term Loan Agreement were unchanged.

As of December 31, 2023, the outstanding principal balance, net of original issue discount, was $ 535.3 million .

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 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.

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.

In June 2023, the interest rate swap agreements were amended to convert to a SOFR basis on June 30, 2023, resulting in a weighted average fixed rate of 0.317 % paid against one-month USD-SOFR CME Term floored at ( 0.10 )%.

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

See Note 23 - Derivative Financial Instruments for additional information on our derivative assets and liabilities.

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 on February 2023.

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

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

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

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

Revolving Credit Facilities

Revolving Credit Facility

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.

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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.

In May 2020, we utilized a portion of the proceeds received from our issuance of the $ 250.0 million of Senior Secured Notes to repay the outstanding balance on our ABL Facility.

In the fourth quarter of 2020, we began to include the accounts receivable and inventory balances of certain recently acquired U.S.

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

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

In July 2021, we amended the ABL Facility to, among other things, extend the maturity date from December 2022 to July 2026, increase the aggregate commitment to $ 500.0 million, provide additional covenant flexibility, conform certain terms and provisions to the Term Loan Facility, and amend the interest rate grid applicable to the loans thereunder by adding language to address the replacement of LIBOR with a SOFR basis upon the June 30, 2023 cessation of the publication of LIBOR.

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

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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 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.

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

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

In December 2021, we amended the Australia Senior Secured Credit Facility to reinstate maintenance financial covenant ratios to pre-pandemic thresholds and 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, 2022, we had combined borrowing availability of $ 426.1 million under our revolving credit facilities.

Borrowings under the ABL Facility bore, 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.

All other material terms and conditions were unchanged.

In June 2023, we amended the ABL Facility to replace LIBOR with a Term SOFR based rate as the successor benchmark rate and made certain other technical amendments and related conforming changes.

All other material terms and conditions were unchanged.

As of December 31, 2023, we had no outstanding borrowings, $ 10.6 million in letters of credit and $ 462.3 million available under the ABL Facility.

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.

2 unchanged sentences

As of December 31, 2023, we had $ 74.5 million outstanding in this category, with maturities ranging from 2024 to 2031.

As of December 31, 2022, we were in compliance with the terms of all of our credit facilities and the indentures governing the Senior Notes and Senior Secured Notes.

As of December 31, 2023, we were in compliance with the terms of all of our Credit Facilities and the indentures governing the Senior Notes.

Deferred Credits and Other Liabilities

10 unchanged sentences

Deferred income — 77

Accrued payroll taxes — 10,427

Total deferred credits and other liabilities $ 104,831 $ 95,936

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.

Segment Information

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 .

Management reviews net revenues and Adjusted EBITDA from continuing operations to evaluate segment performance and allocate resources.

We define Adjusted EBITDA from continuing operations as income (loss) from continuing operations, net of tax, adjusted for the following items:

income tax expense (benefit);

depreciation and amortization;

interest expense, net ;

and certain special items consisting of non-recurring net legal and professional expenses and settlements;

goodwill impairment;

restructuring and asset related charges;

other facility closure, consolidation, and related costs and adjustments;

M&A related costs;

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

loss on extinguishment of debt;

share-based compensation expense;

pension settlement charges;

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

and other special items.

We use Adjusted EBITDA from continuing operations because we believe this measure assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance.

This non-GAAP financial measure should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP.

We have two reportable segments, organized and managed principally in geographic regions:

North America and Europe.

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

Factors considered in determining the two reportable segments include the nature of business activities, the management structure accountable directly to the CODM, the discrete financial information regularly reviewed by the CODM, and information presented to the Board of Directors and investors.

No operating segments have been aggregated for our presentation of reportable segments.

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

(amounts in thousands) North

America Europe Total Operating

Segments Corporate

Year Ended December 31, 2023

Total net revenues

$ 3,123,270 $ 1,187,118 $ 4,310,388 $ — $ 4,310,388

Intersegment net revenues

( 214 ) ( 5,840 ) ( 6,054 ) — ( 6,054 )

Net revenues from external customers $ 3,123,056 $ 1,181,278 $ 4,304,334 $ — $ 4,304,334

Capital expenditures 72,582 25,630 98,212 6,441 104,653

Segment assets

1,694,201 944,963 2,639,164 340,961 2,980,125

Year Ended December 31, 2022

Total net revenues

$ 3,260,166 $ 1,284,796 $ 4,544,962 $ — $ 4,544,962

Intersegment net revenues

( 813 ) ( 341 ) ( 1,154 ) — ( 1,154 )

Net revenues from external customers $ 3,259,353 $ 1,284,455 $ 4,543,808 $ — $ 4,543,808

Capital expenditures 59,023 19,095 $ 78,118 6,356 84,474

Segment assets

1,718,379 947,974 2,666,353 333,516 2,999,869

Year Ended December 31, 2021

Total net revenues

$ 2,829,918 $ 1,355,111 $ 4,185,029 $ — $ 4,185,029

Intersegment net revenues

( 678 ) ( 2,661 ) ( 3,339 ) — ( 3,339 )

Net revenues from external customers $ 2,829,240 $ 1,352,450 $ 4,181,690 $ — $ 4,181,690

Capital expenditures 49,805 29,611 79,416 14,785 94,201

Segment assets

1,634,937 1,188,024 2,822,961 373,714 3,196,675

(amounts in thousands) North

America Europe Total Operating

Segments Corporate

Year Ended December 31, 2023

Income (loss) from continuing operations, net of tax $ 175,980 $ ( 3,335 ) $ 172,645 $ ( 147,410 ) $ 25,235

Income tax expense (benefit) (1)

79,210 44,095 123,305 ( 59,966 ) 63,339

Depreciation and amortization (2)

79,900 30,185 110,085 24,911 134,996

Interest expense, net 4,713 3,224 7,937 64,321 72,258

Restructuring and asset related charges 29,207 5,738 34,945 796 35,741

Net other special items 13,179 1,548 14,727 34,143 48,870

Adjusted EBITDA from continuing operations $ 382,189 $ 81,455 $ 463,644 $ ( 83,205 ) $ 380,439

Year Ended December 31, 2022

Income (loss) from continuing operations, net of tax $ 260,590 $ ( 50,796 ) $ 209,794 $ ( 197,571 ) $ 12,223

Income tax expense (3)

6,963 3,307 10,270 7,771 18,041

Depreciation and amortization 69,427 31,139 100,566 12,566 113,132

Interest expense, net 4,011 6,193 10,204 72,301 82,505

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

Restructuring and asset related charges 7,338 6,042 13,380 4,242 17,622

Net other special items 4,556 23,555 28,111 22,328 50,439

Adjusted EBITDA from continuing operations $ 352,885 $ 74,325 $ 427,210 $ ( 78,363 ) $ 348,847

Year Ended December 31, 2021

Income (loss) from continuing operations, net of tax $ 255,975 $ 66,596 $ 322,571 $ ( 191,249 ) $ 131,322

Income tax expense (benefit) (3)

5,704 16,980 22,684 ( 3,048 ) 19,636

Depreciation and amortization 72,095 32,855 104,950 11,405 116,355

Interest expense, net 6,080 9,282 $ 15,362 61,426 76,788

Restructuring and asset related charges, net 1,200 1,453 2,653 ( 97 ) 2,556

Net other special items 11,827 126 11,953 34,164 46,117

Adjusted EBITDA from continuing operations $ 352,881 $ 127,292 $ 480,173 $ ( 87,399 ) $ 392,774

(1) Income tax expense in our Europe segment includes an increase in valuation allowance against our foreign net operating loss carryforwards of $ 30.0 million .

(2) Corporate and unallocated costs depreciation and amortization expense in the year ended December 31, 2023 includes accelerated amortization of $ 14.1 million for an ERP system that we intend to not utilize upon completion of the JW Australia Transition Services Agreement period.

North America depreciation and amortization expense in the twelve months ended December 31, 2023 includes accelerated depreciation of $ 9.1 million from reviews of equipment capacity optimization.

(3) Income tax expense (benefit) in Corporate and unallocated costs in the year ended December 31, 2022 and December 31, 2021 includes the tax impact of U.S.

Reconciliations of income from continuing operations, net of tax to Adjusted EBITDA from continuing operations are as follows:

(amounts in thousands) 2023 2022 2021

Income from continuing operations, net of tax $ 25,235 $ 12,223 $ 131,322

Income tax expense (1)

63,339 18,041 19,636

Depreciation and amortization (2)

134,996 113,132 116,355

Interest expense, net 72,258 82,505 76,788

Special items:

Net legal and professional expenses and settlements (3)

28,184 ( 287 ) 15,598

Goodwill impairment (4)

Restructuring and asset related charges (5)

35,741 17,622 2,556

Other facility closure, consolidation, and related costs and adjustments (6)

2,237 18,891 2,326

M&A related costs (7)

6,575 9,752 5,206

Net (gain) loss on sale of property and equipment (8)

( 10,523 ) ( 8,036 ) 2,086

Loss on extinguishment of debt (9)

6,487 — 1,342

Share-based compensation expense (10)

17,477 14,577 19,988

Pension settlement charge (11)

Non-cash foreign exchange transaction/translation loss (income) (12)

595 12,437 ( 10,421 )

Other special items (13)

( 6,511 ) 3,105 9,992

Adjusted EBITDA from continuing operations $ 380,439 $ 348,847 $ 392,774

(1) Income tax expense in twelve months ended December 31, 2023 includes an increase in valuation allowance against foreign net operating loss carryforwards of $ 30.0 million.

(2) Depreciation and amortization expense in the year ended December 31, 2023 includes accelerated amortization of $ 14.1 million in Corporate and unallocated costs for an ERP system that we intend to not utilize upon completion of the JW Australia Transition Services Agreement period.

In addition, the year ended December 31, 2023 includes accelerated depreciation of $ 9.1 million in North America from reviews of equipment capacity optimization.

(3) Net legal and professional expenses and settlements include:

(i) in the year ended December 31, 2023, $ 26.1 million in strategic transformation expenses;

(ii) in the year ended December 31, 2022, ($ 10.5 ) million of income resulting from a legal settlement, partially offset by $ 3.9 million in legal expenses relating primarily to litigation, and $ 3.8 million in strategic transformation expenses;

(iii) in the year ended December 31, 2021, $ 14.4 million in legal fees and settlements relating primarily to litigation.

(4) Goodwill impairment consists of goodwill impairment charges associated with our Europe reporting unit.

(5) Represents severance, accelerated depreciation, equipment relocation and other expenses directly incurred as a result of restructuring events.

The restructuring charges primarily relate to charges incurred to change the operating structure, eliminate certain roles, and close certain manufacturing facilities in our North America and Europe segments.

(6) Other facility closure, consolidation, and related costs and adjustments that do not meet the U.S.

GAAP definition of restructuring, primarily related to the closure of certain facilities.

(7) M&A related costs consists primarily of legal and professional expenses related to the planned disposition of Towanda.

(8) Represents net (gain) loss on sales of property and equipment, primarily in the United Kingdom, Australia, and Klamath Falls, Oregon in the year ended December 31, 2023, and Phoenix, Arizona in the year ended December 31, 2022.

(9) Loss on extinguishment of debt of $ 6.5 million is related to the redemption of $ 250.0 million of our 6.25 % Senior Secured Notes and $ 200.0 million of our 4.63 % Senior Notes.

(10) Represents non-cash equity-based compensation expense related to the issuance of share-based awards.

(11) Represents a settlement loss associated with our U.S.

defined benefit pension plan resulting from a one-time lump sum payment offered to pension plan participants.

Refer to Note 26 - Employee Retirement and Pension Benefits for additional information.

(12) Non-cash foreign exchange transaction/translation loss (income) primarily associated with fair value adjustments of foreign currency derivatives and revaluation of intercompany balances.

(13) Other special items not core to ongoing business activity include:

(i) in the year ended December 31, 2023, ($ 3.1 ) million in income from short-term investments as well as forward contracts related to the JW Australia divestiture in Corporate and unallocated costs, and ($ 2.8 ) million in adjustments to compensation and non-income taxes associated with exercises of legacy equity awards in our Europe segment;

(ii) in the year ended December 31, 2022, $ 3.3 million relating primarily to exit costs for executives in Corporate and unallocated costs, and ($ 2.0 ) million relating to a credit received for overpayment of utility expenses in our North America segment;

(iii) in the year ended December 31, 2021, $ 4.2 million in compensation and taxes associated with exercises of legacy equity awards in our Europe segment, and $ 3.8 million in expenses related to environmental matters and $ 1.3 million in expenses related to fire damage and downtime at one of our facilities in our North America segment.

To conform with current period presentation, ce rtain amounts in prior period information have been reclassified.

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

(amounts in thousands) 2023 2022 2021

Net revenues by location of external customer

$ 260,897 $ 258,629 $ 220,962

2,841,921 2,978,492 2,587,536

South America (including Mexico)

20,212 22,656 21,371

1,180,075 1,280,364 1,350,582

Africa and other

1,229 3,667 1,239

Total $ 4,304,334 $ 4,543,808 $ 4,181,690

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

(amounts in thousands) 2023 2022 2021

North America:

$ 412,195 $ 422,428 $ 425,680

33,836 29,587 29,901

446,031 452,015 455,581

Europe 180,822 170,346 188,100

and other 17,392 19,643 19,874

Total property and equipment, net $ 644,245 $ 642,004 $ 663,555

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

(amounts in thousands) 2023 2022 2021

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

Foreign income 17,257 148,783 125,466

Domestic income $ 11,217 $ 63,130 $ 54,991

Foreign income (loss) 77,357 ( 32,866 ) 95,967

Total income before taxes $ 88,574 $ 30,264 $ 150,958

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

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

Our foreign income is historically driven by our subsidiaries in Canada, Germany, and Denmark.

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

(amounts in thousands) 2023 2022 2021

8 unchanged sentences

Total provision for income taxes $ 63,339 $ 18,041 $ 19,636

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

5, Accounting for Global Intangible Low-Taxed Income , states that we are permitted to make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or provide for the tax expense related to such income in the year the tax is incurred.

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

During 2020, the US Treasury issued final regulations governing the treatment of GILTI under IRC§ 951A.

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

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

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 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.

Reconciliation of the U.S.

3 unchanged sentences

Statutory rate $ 18,601 21.0 $ 6,355 21.0 $ 31,702 21.0

$ 16,598 21.0 $ 42,916 21.0 $ 24,502 21.0

State income tax, net of federal benefit

2 unchanged sentences

Valuation allowance 32,666 36.9 ( 11,256 ) ( 37.2 ) ( 7,331 ) ( 4.9 )

( 10,195 ) ( 12.9 ) ( 6,922 ) ( 3.4 ) ( 17,489 ) ( 15.0 )

Nondeductible expenses 2,661 3.0 2,097 6.9 2,741 1.8

2,209 2.8 3,172 1.6 1,653 1.4

Equity based compensation

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

Goodwill impairment — — 12,735 42.1 — —

Equity based compensation 4,086 4.6 2,486 8.2 ( 787 ) ( 0.5 )

Foreign tax rate differential

5 unchanged sentences

Change in indefinite reversal assertion — — — — 5,016 3.4

— — — — ( 21,797 ) ( 18.7 )

589 0.7 451 0.2 380 0.3

Prior year provision to return adjustments ( 571 ) ( 0.6 ) ( 789 ) ( 2.6 ) 210 0.1

Other ( 982 ) ( 1.1 ) ( 574 ) ( 1.9 ) ( 120 ) ( 0.1 )

Effective tax rate $ 63,339 71.5 % $ 18,041 59.6 % $ 19,636 13.0 %

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, 2023, we recognized an expense of $ 32.7 million from the increase to valuation allowances on foreign and state NOL and credit carryforwards, $ 6.7 million of tax expense attributed to nondeductible expenses, and $ 7.2 million of tax expense attributed to the expiration of federal and state tax credit carryforwards partially offset by $ 3.8 million of tax benefit attributable to research and development credits.

During the year ended December 31, 2022, we recognized 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 nondeductible goodwill impairment.

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

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

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

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

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

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

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.

2 unchanged sentences

Net operating loss and tax credit carryforwards $ 157,790 200,343

$ 208,053 $ 217,634

Operating lease liabilities 24,210 34,709

47,113 55,663

Employee benefits and compensation 24,894 $ 28,161

39,300 44,660

Accrued liabilities and other 46,944 35,807

36,323 34,532

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

Inventory 7,255 7,531

Allowance for credit losses 3,789 4,851

Investments and marketable securities 522 —

Capitalized research and development expenses 31,782 18,327

Gross deferred tax assets 297,186 329,729

7 unchanged sentences

Investments and marketable securities

( 3,401 ) ( 1,713 )

Investment in subsidiaries ( 2,347 ) ( 4,218 )

2 unchanged sentences

Balance sheet presentation:

Long-term assets

$ 195,180 $ 204,232

Long-term liabilities

( 8,724 ) ( 9,254 )

Non-current assets $ 150,453 $ 182,161

Non-current liabilities ( 7,170 ) ( 7,862 )

Net deferred tax assets $ 143,283 $ 174,299

At December 31, 2023 and 2022 the Company had net operating losses in various federal, state, and foreign jurisdictions of approximately $ 1,130.2 million and $ 1,115.0 million, respectively, which begin to expire in 2024.

$ 271.5 million of such NOL carryforwards do not expire.

In addition, the Company had tax credit carryforwards of $ 40.3 million and $ 46.9 million at December 31, 2023 and 2022, respectively, which begin to expire in 2024.

Valuation Allowance – The realization of deferred tax assets is based on historical tax positions and estimates of future taxable income.

We evaluate both the positive and negative evidence that we believe is relevant in assessing whether we will realize the deferred tax assets.

We consider historical taxable income, the scheduled reversal of deferred tax liabilities (including the effect in available carry back and carryforward periods), projected taxable income, and tax-planning strategies in making this assessment.

A valuation allowance is recorded when it is more likely than not that some portion of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible.

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

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

Based on the level of historical taxable income and projections for future taxable income over the periods for which the deferred tax assets are deductible, management believes that it is more likely than not that we will realize the benefits of these deductible differences, net of existing valuation allowances at December 31, 2023.

The amount of the deferred tax asset considered realizable, however, could be reduced or increased in the near term if estimates of future taxable income during the carryforward periods are reduced or exceeded.

Subsequently recognized tax benefits related to the valuation allowance for deferred tax assets as of December 31, 2023 will be allocated to consolidated statement of operations.

We had a valuation allowance of $ 54.8 million and $ 21.0 million as of December 31, 2023 and December 31, 2022, respectively.

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.

The increase was primarily driven by an increase of $ 30.0 million and $ 2.7 million against our foreign and state net operating loss carryforwards, respectively.

We had a valuation allowance of $ 21.0 million and $ 31.8 million as of December 31, 2022 and December 31, 2021, respectively.

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 decrease was primarily driven by a decrease of $ 9.9 million for state net operating loss carryforwards and state credit carryforwards.

The following is the activity in our valuation allowance:

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Balance at period end $ ( 54,786 ) $ ( 21,048 ) $ ( 31,825 )

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;

the remainder expires as follows:

(amounts in thousands)

2023 $ 15,012

Thereafter 980,865

Total loss carryforwards $ 1,118,464

As of December 31, 2022, our capital loss carryforwards totaled $ 21.6 million, which are all foreign and do not expire.

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

Under this provision of the Code, the utilization of any of our NOL or tax credit carryforwards, incurred prior to the date of ownership change, may be limited.

Analyses of the respective limits for each ownership change indicated no reason to believe the annual limitation would impair our ability to utilize our NOL carryforward or net tax credit carryforwards as provided.

We have concluded the limitation under Section 382 should not prevent us from fully utilizing these historical NOLs.

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

(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

2024 — — 3,514 — 36 — 3,550

2025 — 103 4,863 — 30 — 4,996

2026 — 57 3,108 — 18 — 3,183

2027 — 38 — — 1 — 39

Thereafter 68 19,521 — 8,167 60 102 27,918

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

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

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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.

In 2023, the Company completed its sale of the Australasia business and correspondingly reduced its deferred tax liability related to the Australasia unremitted earnings in 2023.

As of December, 31, 2023 we have $ 2.3 million of deferred tax liability remaining on our balance sheet.

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 repatriated $ 21.8 million and $ 132.8 million from certain foreign jurisdictions for the years ended December 31, 2023 and 2022, respectively.

The Company is asserting that its future earnings, in excess of previously taxed earnings, are permanently reinvested as of December 31, 2023.

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.

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.

No additional deferred tax expense is recorded on prospective earnings.

We hold a combined book-over-tax outside basis difference of $ 245.1 million and $ 161.0 million as of December 31, 2023 and December 31, 2022 in our investment in foreign subsidiaries on a continuing operations basis and may incur up to $ 30.4 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 $ 85.0 million and $ 82.0 million as of December 31, 2023 and December 31, 2022, 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.

The balance of retained earnings of our Latvian subsidiary which, if distributed, would be subject to this tax was $ 32.8 million and $ 29.8 million as of December 31, 2023 and December 31, 2022, respectively.

Tax Payments and Balances – We made tax payments of $ 48.8 million, $ 46.8 million, $ 38.6 million during the years ended December 31, 2023, 2022, and 2021, respectively, primarily for foreign liabilities.

We received tax refunds of $ 0.7 million, $ 1.9 million, and $ 2.1 million during the years ended in December 31, 2023, 2022, and 2021, respectively.

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 $ 14.2 million and $ 13.3 million at December 31, 2023 and December 31, 2022, respectively.

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Balance at period end - unrecognized tax benefit $ 38,900 $ 29,300 $ 26,825

Accrued interest and penalties

2,528 7,486 5,567

$ 31,828 $ 34,311 $ 22,562

Unrecognized tax benefits were $ 38.9 million, $ 29.3 million, and $ 26.8 million at December 31, 2023, 2022, and 2021, respectively.

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.

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

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

A significant portion of our uncertain tax positions relates to the implementation of the Capacity Management Agreements within the European business (“CMA”) which took place in January 1, 2015.

The CMA changed the manner in which we manage our manufacturing capacity and the distribution and sale of our products in Europe.

The reorganization of our Europe segment was part of our review of our operations structure and management that began in 2014 and resulted in changes in taxable income for certain of our subsidiaries within that reportable segment.

Effective January 1, 2015, our subsidiary JELD-WEN U.K.

Limited (the “Managing Subsidiary”) entered into an agreement (the “Managing Agreement”) with several of our other subsidiaries in Europe (collectively, the “Operating Subsidiaries”).

The Managing Agreement provides that the Managing Subsidiary will receive a fee from the Operating Subsidiaries in exchange for performing various management and decision-making services for the Operating Subsidiaries.

As a result, the Managing Agreement shifts certain risks (and correlated benefits) from the Operating Subsidiaries to the Managing Subsidiary.

In exchange, the Managing Subsidiary guarantees a specific return to each Operating Subsidiary on a before interest and taxes basis, commensurate with such Operating Subsidiary’s functions and risk profile.

While there is no impact on the consolidated reporting of the Europe segment due to the Managing Agreement, there may be changes in taxable income of the Operating Subsidiaries.

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

There were amounts accrued associated with interest and penalties of $ 6.7 million, $ 9.8 , and $ 7.5 million at December 31, 2023, 2022, and 2021, respectively.

There were benefits of $ 12.3 million, $ 18.1 million, and $ 19.3 million included in the balance of unrecognized tax benefits as of December 31, 2023, 2022, and 2021, respectively, that would affect the effective tax rate if recognized.

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

We operate in multiple foreign tax jurisdictions and are generally open to examination for tax years 2015 and forward.

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.

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

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

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

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

Management reviews net revenues and Adjusted EBITDA to evaluate segment performance and allocate resources.

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

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

income tax (benefit) expense;

depreciation and amortization;

interest expense, net;

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;

and other items.

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

(amounts in thousands) North

America Europe Australasia Total Operating

Segments Corporate

Year Ended December 31, 2022

Total net revenues

$ 3,260,166 $ 1,284,796 $ 611,047 $ 5,156,009 $ — $ 5,156,009

Intersegment net revenues

( 813 ) ( 341 ) ( 25,676 ) ( 26,830 ) — ( 26,830 )

Net revenues from external customers

$ 3,259,353 $ 1,284,455 $ 585,371 $ 5,129,179 $ — $ 5,129,179

Depreciation and amortization

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

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

352,885 74,325 65,574 492,784 ( 70,628 ) 422,156

Capital expenditures 59,023 19,095 7,746 85,864 6,356 92,220

Segment assets $ 1,718,379 $ 947,974 $ 502,290 $ 3,168,643 $ 332,718 $ 3,501,361

Year Ended December 31, 2021

Total net revenues

$ 2,829,918 $ 1,355,111 $ 610,737 $ 4,795,766 $ — $ 4,795,766

Intersegment net revenues

( 678 ) ( 2,661 ) ( 20,708 ) ( 24,047 ) — ( 24,047 )

Net revenues from external customers

$ 2,829,240 $ 1,352,450 $ 590,029 $ 4,771,719 $ — $ 4,771,719

Depreciation and amortization

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

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

Adjusted EBITDA

352,881 127,292 71,448 551,621 ( 86,542 ) 465,079

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

Segment assets $ 1,634,937 $ 1,188,024 0 $ 542,793 $ 3,365,754 $ 372,917 $ 3,738,671

Year Ended December 31, 2020

Total net revenues

$ 2,529,960 $ 1,189,974 $ 529,882 $ 4,249,816 $ — $ 4,249,816

Intersegment net revenues

( 967 ) ( 2,197 ) ( 10,975 ) ( 14,139 ) — ( 14,139 )

Net revenues from external customers

$ 2,528,993 $ 1,187,777 $ 518,907 $ 4,235,677 $ — $ 4,235,677

Depreciation and amortization

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

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

Adjusted EBITDA

315,952 136,363 62,449 514,764 ( 68,350 ) 446,414

Capital expenditures

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

Segment assets

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

Reconciliations of net income to Adjusted EBITDA are as follows:

(amounts in thousands) 2022 2021 2020

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

Income tax expense 33,310 35,540 25,089

Depreciation and amortization 131,754 137,247 134,623

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

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 loss (income) 14,548 ( 13,769 ) 12,904

Other items (1)

33,528 34,465 84,697

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

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

(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,:

(amounts in thousands) 2022 2021 2020

Net revenues by location of external customer

$ 258,629 $ 220,962 $ 188,041

2,980,770 2,589,900 2,322,079

South America (including Mexico)

22,656 21,371 22,323

1,303,298 1,378,645 1,212,810

557,174 556,460 485,852

Africa and other

6,652 4,381 4,572

Total $ 5,129,179 $ 4,771,719 $ 4,235,677

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

(amounts in thousands) 2022 2021 2020

North America:

$ 422,508 $ 425,761 $ 469,092

29,587 29,901 27,722

452,095 455,662 496,814

Europe 170,346 188,100 203,424

96,139 106,037 118,778

25,060 29,928 32,944

121,199 135,965 151,722

18,846 19,077 20,625

Total property and equipment, net $ 762,486 $ 798,804 $ 872,585

We cannot reasonably estimate the conclusion of certain non-U.S.

income tax examinations and its outcome at this time.

We operate in numerous U.S., state, and foreign tax jurisdictions and are generally open to examination for tax years 2013 and forward.

As of December 31, 2023, the Company has subsidiaries in various state and foreign jurisdictions under audit for tax years 2011 through 2019.

Capital Stock

8 unchanged sentences

As of December 31, 2023, 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.

We did not repurchase shares of our Common Stock during the year ended December 31, 2023.

During the years ended December 31, 2022 and December 31, 2021, prior to the authorization of our new share repurchase program, we repurchased 6,848,356 and 11,564,009 shares, respectively, at an average price of $ 19.12 and $ 28.09 , respectively.

Earnings Per Share

3 unchanged sentences

Restricted stock units, performance share units and options to purchase Common Stock 878,520 700,677 1,807,987

700,677 1,807,987 1,048,589

Weighted average outstanding shares of Common Stock diluted

10 unchanged sentences

Share-based compensation expense included in SG&A expenses totaled $ 17.5 million, $ 14.6 million, and $ 20.0 million in 2023, 2022, and 2021, respectively.

There were no material related tax benefits for the years ended December 31, 2022, December 31, 2021, and December 31, 2020.

As of December 31, 2023, there was $ 14.9 million of total unrecognized compensation expense related to non-vested share-based compensation arrangements.

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

The grant-date fair value per share used for RSUs was determined using the closing price of our Common Stock on the NYSE on the date of the grant.

The grant-date fair value per share used for RSUs was determined using the closing price of our

Common Stock on the NYSE on the date of the grant.

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

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

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

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

For PSUs issued prior to 2021, the number of PSUs that vest is determined by a payout factor consisting of equally weighted performance measures of Adjusted EBITDA and Free Cash Flow, each as reported over the applicable three-year performance period and is adjusted based upon a market condition measured by our relative total shareholder return (“TSR”) over the applicable three-year performance period as compared to the TSR of the Russell 3000 index.

For PSUs issued in 2021 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.

8 unchanged sentences

( 202,673 ) 22.20

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

( 380,361 ) 27.79

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

307,273 28.67

1 unchanged sentence

Balance as of December 31, 2023 257,796 $ 28.59

Held for Sale

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

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

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

As of December 31, 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.

(amounts in thousands) 2022 2021

Inventory $ 16,592 $ 15,520

Other current assets 110 105

Property and equipment 41,600 35,870

Intangible assets 1,471 1,471

Goodwill 65,000 65,000

Operating lease assets 975 1,458

Assets held for sale $ 125,748 $ 119,424

Accrued payroll and benefits $ 852 $ 907

Accrued expenses and other current liabilities 4,707 3,945

Current maturities of long term debt 1 10

Long-term debt — 2

Operating lease liability 480 1,004

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

Restructuring and Asset Related Charges, Net

Restructuring and Asset Related Charges

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:

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

Other restructuring associated costs for the year ended December 31, 2023, primarily consisted of equipment relocation costs.

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

Asset related charges consist of accelerated depreciation and amortization of assets due to changes in asset useful lives.

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

(amounts in thousands) North

America Europe Australasia Corporate

America Europe Corporate

Year Ended December 31, 2023

Severance costs $ 6,842 $ 3,773 $ 576 $ 3,223 $ 14,414

Other exit costs — 1,253 35 156 1,444

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

Restructuring severance and termination charges $ 11,156 $ 6,074 $ 796 $ 18,026

Other restructuring associated costs, net 10,189 ( 684 ) — 9,505

Asset related charges 7,862 348 — 8,210

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

Other restructuring associated costs and asset related charges, net 18,051 ( 336 ) — 17,715

Total restructuring and asset related charges $ 29,207 $ 5,738 $ 796 $ 35,741

Year Ended December 31, 2022

Severance costs $ ( 4 ) $ 701 $ 123 $ — $ 820

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

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

Restructuring severance and termination charges $ 6,842 $ 3,773 $ 3,223 $ 13,838

Other restructuring associated costs — 1,253 156 1,409

Asset related charges 496 1,016 863 2,375

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

Other restructuring associated costs and asset related charges 496 2,269 1,019 3,784

Total restructuring and asset related charges $ 7,338 $ 6,042 $ 4,242 $ 17,622

Year Ended December 31, 2021

Severance costs $ 2,057 $ 2,503 $ 564 $ ( 10 ) $ 5,114

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

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

Restructuring severance and termination charges $ ( 4 ) $ 701 $ — $ 697

Other restructuring associated costs, net ( 28 ) — ( 97 ) ( 125 )

Asset related charges 1,232 752 — 1,984

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

Other restructuring associated costs and asset related charges, net 1,204 752 ( 97 ) 1,859

Total restructuring and asset related charges, net $ 1,200 $ 1,453 $ ( 97 ) $ 2,556

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

7 unchanged sentences

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.

During 2023, we announced plans to transform our European operations by changing the operating structure, eliminating certain roles and rationalizing our manufacturing footprint.

We plan to close two manufacturing facilities and transfer production to other facilities within Europe.

We expect to incur pre-tax restructuring expenses and other closure costs of approximately $ 20.8 million for the approved actions, consisting of $ 13.3 million in restructuring severance and termination charges, $ 4.4 million in equipment relocation costs and $ 3.1 million of capital expenditures.

Through December 31, 2023, approximately $ 3.5 million has been expensed in connection with these actions, consisting primarily of $ 3.1 million in restructuring severance and termination charges.

We expect to incur a total pre-tax cash outlay of approximately $ 20.8 million by the end of 2024 in connection with the announced actions, of which, $ 2.1 million of cash outlay has been incurred as of December 31, 2023.

In the third quarter of 2023, we announced plans to close two manufacturing facilities, located in Tijuana, Mexico and Vista, California as part of our footprint rationalization activities.

We expect to incur pre-tax restructuring expenses and other closure costs of approximately $ 16.1 million, primarily consisting of $ 8.2 million in restructuring severance and termination charges, $ 3.7 million of asset related charges and $ 2.1 million of equipment relocation and facility restoration costs.

Through December 31, 2023, approximately $ 12.1 million has been expensed in connection with the announced closures , consisting of $ 7.8 million in restructuring severance and termination charges, $ 3.7 million in asset related charges and $ 0.6 million in equipment relocation and facility restoration costs.

Additionally, $ 1.5 million in other non-cash inventory charges were recorded against Cost of Sales and were detrimental to Adjusted EBITDA.

We expect to incur a total pre-tax cash outlay of approximately $ 10.3 million by the end of 2024 in connection with the announced closures, of which, $ 6.6 million of cash outlay has been incurred as of December 31, 2023.

On January 26, 2023, we announced to employees a restructuring plan to close a manufacturing facility in Atlanta, Georgia.

We substantially completed the plant closure during the year ended December 31, 2023, with total cash outlays of $ 12.9 million.

We incurred pre-tax restructuring expenses and other closure costs of approximately $ 17.7 million, which included $ 1.1 million of capital expenditures.

The primary expenses incurred were accelerated depreciation and amortization, equipment relocation costs, and restructuring severance costs.

We expect to incur the remaining cash expenses of approximately $ 0.5 million to $ 1.0 million, related to equipment relocation costs, during 2024.

Held for Sale

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

(“Steves”) further described in Note 25 - C ommitments and Contingencies.

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

As of December 31, 2023 and December 31, 2022, the assets and liabilities associated with the sale of Towanda qualify as held for sale.

We will continue to report the Towanda results within our North America operations until the divestiture is finalized.

(amounts in thousands) December 31, 2023 December 31, 2022

Inventory $ 17,337 $ 16,592

Other current assets 108 110

Property and equipment 50,672 41,600

Intangible assets 1,471 1,471

Goodwill 65,000 65,000

Operating lease assets 975 975

Assets held for sale $ 135,563 $ 125,748

Accrued payroll and benefits $ 901 $ 852

Accrued expenses and other current liabilities 6,126 4,707

Current maturities of long term debt — 1

Operating lease liability 37 480

Liabilities held for sale $ 7,064 $ 6,040

Interest Expense, Net

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Capitalized interest incurred during the construction phase of significant property and equipment additions totaled $ 1.1 million, $ 0.9 million, and $ 0.4 million for the years ended December 31, 2023, 2022, and 2021, 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.

We recognized interest income of $ 19.0 million and $ 5.8 million in the years ended December 31, 2023 and December 31, 2022, respectively, primarily from gains on our interest rate swap agreements reclassified to interest income.

Refer to Note 23 - Derivative Financial Instruments for further information .

Interest income recorded during the year ended December 31, 2021 was not significant.

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

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(amounts in thousands) 2023 2022 2021

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

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

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

JW Australia Transition Services Agreement cost recovery $ ( 8,281 ) $ — $ —

Income from refund of deposits for China antidumping duties (1)

( 6,984 ) — —

Pension expense (gain) 6,546 ( 4,940 ) ( 733 )

Employee Retention Credit (2)

( 6,073 ) — —

Pension plan settlement expense (3)

Recovery of cost from interest received on impaired notes ( 3,514 ) ( 13,953 ) —

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

Income from short-term investments and forward contracts related to the JW Australia divestiture ( 3,109 ) — —

Insurance reimbursement ( 2,531 ) ( 6,343 ) ( 1,619 )

Foreign currency gains, net ( 1,614 ) ( 965 ) $ ( 7,122 )

Governmental assistance (4)

Loss on extinguishment of debt — 1,342 —

( 1,447 ) ( 1,699 ) ( 1,732 )

Legal settlement income — ( 10,500 ) —

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

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

Other items, net ( 3,061 ) ( 13,058 ) ( 2,035 )

Total other income, net $ ( 25,719 ) $ ( 53,433 ) $ ( 13,241 )

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.

(1) Represents estimated income from the refund of deposits for antidumping duties on wood moldings and millwork products purchased from China between 2020 through 2022.

(2) Represents an ERC from the U.S.

government during the year ended December 31, 2023.

The ERC is a refundable tax credit to partially refund qualified wages paid to employees that were unable to work during the years ended December 31, 2020 and December 31, 2021 due to COVID-related government restrictions.

(3) Represents a settlement loss associated with our U.S.

defined benefit pension plan resulting from a one-time lump sum payment offered to pension plan participants.

Refer to Note 26 - Employee Retirement and Pension Benefits for additional information.

(4) Governmental assistance for the year ended December 31, 2023 consisted primarily of energy subsidies received by our European businesses.

Governmental assistance for years ended December 31, 2022, and December 31, 2021 consisted primarily 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, we recognized $ 0.6 million of government pandemic assistance within our Europe segment.

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

To conform with current period presentation, ce rtain amounts in prior period information have been reclassified.

Derivative Financial Instruments

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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 $ 95.9 million as of December 31, 2023.

We have foreign currency derivative

contracts, with a total notional amount of $ 140.1 million, to manage the risks of foreign currency gains and losses on intercompany loans and interest.

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

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

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

As of December 31, 2023, 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, 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 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.

We recorded mark-to-market losses of $ 2.7 million relating to foreign currency derivatives in the year ended December 31, 2023 and gains of $ 1.1 million and $ 6.3 million in the years ended December 31, 2022 and December 31, 2021, respectively.

On April 18, 2023 we entered into forward contracts to sell a total of AUD 420.0 million and receive USD at exchange rates ranging from 0.6751 USD to 0.6759 USD to 1.0 AUD to mitigate the impact of the Australian dollar currency fluctuations on our net investment in JELD-WEN Australia Pty.

We designated the forward contracts as net investment hedges.

The contracts matured during the third quarter of 2023 and the gain, net of forward points, was included in the gain on the sale of JW Australia.

The proceeds are included in the proceeds (payments) related to the sale of JW Australia within our consolidated statements of cash flows.

No portion of these contracts were deemed ineffective during the year ended December 31, 2023.

Interest rate derivatives – We are exposed to interest rate risk in connection with our variable rate long-term debt.

In May 2020, we entered into interest rate swap agreements with notional amounts aggregating to $ 370.0 million to manage this risk.

The interest rate swap agreements matured in December 2023.

Initially, the agreements had a weighted average fixed rate of 0.395 % swapped against one-month USD LIBOR floored at 0.00 %.

In June 2023, we amended the agreements to replace LIBOR with a Term SOFR based rate.

The amended agreements had a weighted average fixed rate of 0.317 % swapped against one-month USD-SOFR CME Term floored at ( 0.10 )%.

All other terms and conditions were unchanged.

We designated the interest rate swap agreements as cash flow hedges and they effectively fixed 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, 2023.

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.

We recorded pre-tax mark-to-market gains of $ 1.2 million, $ 17.9 million, and $ 4.1 million during the years ended December 31, 2023, 2022, and 2021, respectively, in other comprehensive income.

We reclassified gains of $ 17.4 million and $ 5.0 million previously recorded in other comprehensive income to interest income during the years ended December 31, 2023 and December 31, 2022, respectively, and losses of $ 1.1 million to interest expense during the years ended December 31, 2021.

During the first quarter of 2019, we entered into two interest rate cap contracts against three-month USD LIBOR, each with a cap rate of 3 %.

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 and December 31, 2020.

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

These caps had a combined notional amount of $ 150.0 million, became effective in March 2019, and matured in December 31, 2021.

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

Other derivative instruments – From time to time, we enter into other types of derivative instruments immaterial to the consolidated financial statements.

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.

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Derivative assets

(amounts in thousands) Balance Sheet Location 2022 2021

(amounts in thousands) Balance Sheet Location December 31, 2023 December 31, 2022

Derivatives designated as hedging instruments:

Interest rate contracts Other current assets $ — $ 16,235

Interest rate contracts

Other assets — 3,036

Derivatives not designated as hedging instruments:

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Other derivative instruments Other current assets 38 73

Derivatives liabilities

(amounts in thousands) Balance Sheet Location 2022 2021

Derivative liabilities

(amounts in thousands) Balance Sheet Location December 31, 2023 December 31, 2022

Derivatives not designated as hedging instruments:

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Corporate and foreign bonds 133,819 133,819 — 133,819 — —

Equity securities 18,971 18,971 18,971 — — —

Asset-backed securities 6,885 6,885 — 6,885 — —

Mutual funds 34,076 34,076 — 34,076 — —

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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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Redemption of these funds is not subject to restriction.

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

Derivative assets and liabilities reported in level 2 primarily include:

(1) as of December 31, 2023, foreign currency derivative contracts;

(2) as of December 31, 2022, foreign currency derivative contracts and interest rate swap agreements.

See Note 23 - Derivative Financial Instruments for additional information about our derivative assets and liabilities.

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– We sell molded door skins to certain customers pursuant to long-term contracts, and these customers in turn use the molded door skins to manufacture interior doors and compete directly against us in the marketplace.

We gave notice of termination of one of these contracts and, on June 29, 2016, the counterparty to the agreement, Steves and Sons, Inc.

We gave notice of termination of one of these contracts and, on June 29, 2016, the counterparty to the agreement, Steves & Sons, Inc.

(“Steves”) filed a claim against JWI in the U.S.

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On September 11, 2019, JELD-WEN filed a notice of appeal of the Eastern District of Virginia’s injunction to the Fourth Circuit Court of Appeals (the “Fourth Circuit”).

On March 13, 2019, the presiding judge entered an Amended Final Judgment Order in the Original Action, awarding $ 36.5 million in past damages under the Clayton Act (representing a trebling of the jury’s verdict) and granting divestiture of certain assets acquired in the CMI acquisition, subject to appeal.

On March 13, 2019, the presiding judge entered an Amended Final Judgment Order in the Original Action, awarding $ 36.5 million in past damages under the Clayton Act (representing a trebling of the jury’s verdict) and granted divestiture of certain assets acquired in the CMI acquisition, subject to appeal.

The judgment also conditionally awarded damages in the event the judgment was overturned on appeal.

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The Fourth Circuit affirmed the Eastern District of Virginia’s finding of antitrust injury and its award of $ 36.5 million in past antitrust damages.

It also affirmed the Eastern District of Virginia’s divestiture order, while clarifying that JELD-WEN

retains the right to challenge the terms of any divestiture, including whether a sale to any particular buyer will serve the public interest, and made clear that the Eastern District of Virginia may need to revisit its divestiture order if the special master who has been appointed by the presiding judge cannot locate a satisfactory buyer.

It also affirmed the Eastern District of Virginia’s divestiture order, while clarifying that JELD-WEN retains the right to challenge the terms of any divestiture, including whether a sale to any particular buyer will serve the public interest, and made clear that the Eastern District of Virginia may need to revisit its divestiture order if the special master who has been appointed by the presiding judge cannot locate a satisfactory buyer.

JELD-WEN then filed a motion for rehearing en banc with the Fourth Circuit that was denied on March 22, 2021.

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On June 2, 2020, we entered into a settlement agreement with Steves to resolve the Pricing Action, the Future Pricing Action, and the Allocation Action.

As a result of the settlement, Steves filed a notice of satisfaction of judgment in the Pricing Action, withdrew its Future Pricing Action with prejudice, and filed a stipulated dismissal with prejudice in the Allocation Action.

As a result of the settlement, Steves filed a notice of satisfaction of judgment in the

Pricing Action, withdrew its Future Pricing Action with prejudice, and filed a stipulated dismissal with prejudice in the Allocation Action.

The Company also withdrew its appeal of the Pricing Action.

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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 insurance carriers, except $ 5.0 million which was

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.

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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 January 2023, the Company,

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

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.

3 unchanged sentences

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

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.

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.

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.

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The plaintiffs are seeking compensatory and punitive damages, attorneys’ fees and costs.

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

3 unchanged sentences

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

On July 14, 2023, the Company entered into a preliminary agreement with class counsel to resolve both actions for an immaterial amount, which the Company recorded in the second quarter of 2023.

The proposed settlement remains subject to final documentation and court approval.

The Company continues to believe the plaintiffs’ claims lack merit and denies any liability or wrongdoing for the claims made against the Company.

We have evaluated the claims against us and recorded provisions based on management’s judgment about the probable outcome of the litigation and have included our estimates in accrued expenses in the accompanying balance sheets.

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Excess insurance policies from independent insurance companies generally cover exposures between $ 5.0 million and $ 200.0 million for domestic product liability risk and exposures between $ 3.0 million and $ 200.0 million for auto, general liability, personal injury, and workers’ compensation.

We have no stop loss insurance covering our self-insured employee medical plan and are responsible for all claims thereunder.

We have no stop loss insurance covering our self-insured employee medical

plan and are responsible for all claims thereunder.

We estimate our provision for self-insured losses based upon an evaluation of current claim exposure and historical loss experience.

1 unchanged sentence

At December 31, 2023 and December 31, 2022, our accrued liability for self-insured risks was $ 89.2 million and $ 89.0 million, respectively.

Indemnifications – At December 31, 2022, we had commitments related to certain representations made in contracts for the purchase or sale of businesses or property.

Indemnifications – At December 31, 2023, we had commitments related to certain representations made in contracts for sale of businesses or property, including the divestiture of JW Australia.

Our indemnity obligations under the relevant agreements may be limited in terms of time, amount or scope.

These representations primarily relate to past actions such as responsibility for transfer taxes if they should be claimed, and the adequacy of recorded liabilities, warranty matters, employment benefit plans, income tax matters, or environmental exposures.

These guarantees or indemnification responsibilities typically expire within one to three years .

As it relates to certain income tax related liabilities, the relevant agreements may not provide any cap for such liabilities, and the period in which we would be liable would lapse upon expiration of the statute of limitation for assessment of the underlying taxes.

Because of the conditional nature of these obligations and the unique facts and circumstances involved in each particular agreement, we are unable to reasonably estimate the potential maximum exposure associated with these items.

We are not aware of any material amounts claimed or expected to be claimed under these indemnities.

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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.

The stated values of these letters of credit agreements, surety bonds, and guarantees were $ 68.7 million at December 31, 2023 and $ 60.0 million at December 31, 2022, respectively.

Environmental Contingencies – We periodically incur environmental liabilities associated with remediating our current and former manufacturing sites as well as penalties for not complying with environmental rules and regulations.

2 unchanged sentences

Accordingly, it is likely that adjustments to the estimated liabilities will be necessary as additional information becomes available.

Short-term environmental liabilities and settlements are recorded in accrued expenses 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, 2022 and December 31, 2021, respectively.

Long-term environmental liabilities are recorded in deferred credits and other liabilities in the accompanying consolidated balance sheets and totaled $ 11.5 million and $ 11.8 million at December 31, 2023 and December 31, 2022, respectively.

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 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.

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 consistent with the preferred alternatives which was approved by WADOE in August 2023.

The existing Agreed Order of 2008 was also modified with WADOE in July 2023 to support the development of the associated CAP investigation, sampling and design components.

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

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Towanda, Pennsylvania Consent Order – In December 2020, we entered into a COA with the PaDEP to remove a pile of wood fiber waste from our site in Towanda, Pennsylvania, which we acquired in connection with our acquisition of CMI in 2012, by using it as fuel for a boiler at that site.

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

The COA replaced a 2018 Consent Decree between the Company and PaDEP.

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

There are currently $ 2.3 million in bonds posted in connection with these obligations.

As of December 31, 2023 and December, 31, 2022 there was $ 1.4 million and $ 2.3 million, respectively in bonds posted in connection with these obligations.

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

1 unchanged sentence

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.

ESOP in order to fund required distributions to participants through the repurchase of shares of our Common Stock.

Following our February 2017 IPO, the value of a share of Common Stock held through the ESOP is now based on our public share price.

We do not anticipate that we will fund future distributions.

Purchase Obligations - As of December 31, 2023, we have purchase obligations of $ 26.7 million due in 2024 and $ 28.1 million due in 2025 and thereafter.

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

These purchase obligations are primarily relating to software hosting services and equipment purchase agreements.

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

During the fourth quarter of 2023, we completed a balance sheet risk mitigation action related to the U.S.

defined benefit pension plan by offering a one-time lump sum election option to terminated vested participants and active participants over the age of 59 1/2.

As a result of lump sum elections made by participants, we settled $ 49.5 million of future obligations and recognized a pre-tax pension settlement charge of $ 4.3 million in the fourth quarter of 2023.

The settlement charge, primarily comprised of the recognition of past actuarial losses, is recorded within other income, net in the consolidated statements of operations.

The components of net periodic benefit cost are summarized as follows for the years ended December 31:

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480 1,798 9,092

Pension benefit (income) expense $ ( 5,600 ) $ ( 1,582 ) $ 318

Settlement loss 4,349 — —

Pension benefit expense (income) $ 9,971 $ ( 5,600 ) $ ( 1,582 )

Discount rate used to determine benefit costs 5.39 % 2.88 % 2.55 %

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We adopted the use of Scale MP-2020 as of December 31, 2020 as it represents our best estimate of future mortality improvement projection experience as of the measurement dates.

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

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.

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

Based on this analysis, we selected a 5.05 % discount rate for our projected benefit obligation.

We maintain policies for investment of pension plan assets.

3 unchanged sentences

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 target allocation of plan assets was 76.0 % fixed income securities, 17.7 % equity securities and 6.3 % other investments, as of December 31, 2023 and 52.2 % fixed income securities, 39.8 % equity securities and 8.0 % other investments, as of December 31, 2022.

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 decreased in 2023 due primarily to the plan settlements and benefit payments, partially offset by investment returns.

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)

8 unchanged sentences

( 4,381 ) ( 3,413 )

Plan settlements ( 46,667 ) —

Balance at period end $ 279,579 $ 314,477

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

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

(amounts in thousands)

3 unchanged sentences

Interest cost

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

16,602 10,556

Actuarial loss (gain) 8,296 ( 110,342 )

Benefits paid

2 unchanged sentences

( 4,381 ) ( 3,413 )

Plan Settlements ( 49,459 ) —

Balance at period end $ 283,896 $ 325,479

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(amounts in thousands)

Unfunded pension liability - U.S.

Long-term unfunded pension liability - U.S.

benefit plan 2023 2022

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( 279,579 ) ( 314,477 )

Unfunded pension liability $ 11,002 $ 26,321

Long-term unfunded pension liability $ 4,317 $ 11,002

Net actuarial pension losses are recorded in consolidated other comprehensive income (loss) for the years ended December 31 are as follows:

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( 480 ) ( 1,798 ) ( 9,092 )

Net (gain) loss occurring during year ( 7,921 ) ( 40,237 ) 21,554

Net gain occurring during year ( 11,826 ) ( 7,921 ) ( 40,237 )

Settlement recognition of net actuarial loss ( 4,349 ) — —

Net actuarial pension loss at end of period 26,458 43,113 52,832

Tax expense (benefit) 8,059 5,603 ( 6,860 )

Tax expense 11,113 8,059 5,603

Net actuarial pension loss at end of period, net of tax $ 37,571 $ 51,172 $ 58,435

Defined Benefit Plans – We have several other defined benefit plans located outside the U.S.

Defined Benefit Plans – We have several unfunded defined benefit plans located outside the U.S.

that are country specific.

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.

4 unchanged sentences

Interest cost

Curtailment gain ( 1,742 ) — —

Expected return on plan assets

( 306 ) ( 453 ) ( 435 )

Amortization of net actuarial pension loss

3 unchanged sentences

0.8 % - 1.6 %

Expected long-term rate of return on assets 0.0 % - 5.5 %

0.0 % - 5.5 %

0.0 % - 4.6 %

Compensation increase rate 0.0 % - 3.5 %

1 unchanged sentence

0.5 % - 2.5 %

(amounts in thousands)

Change in fair value of plan assets - Non-U.S.

benefit plans 2022 2021

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

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

Company contribution

Benefits paid

( 849 ) ( 542 )

Administrative expenses paid

( 843 ) ( 41 )

Cumulative translation adjustment

( 61 ) ( 578 )

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

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:

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

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

(amounts in thousands)

4 unchanged sentences

Actuarial gain 1,162 ( 5,968 )

Curtailment gain ( 1,958 ) —

Benefits paid

( 1,892 ) ( 1,700 )

Administrative expenses paid

( 61 ) ( 41 )

Cumulative translation adjustment

16 unchanged sentences

benefit plans 2023 2022

Projected benefit obligation at end of period

$ 36,483 $ 49,903

Fair value of plan assets at end of period

( 9,181 ) ( 11,344 )

Net pension liability $ 27,302 $ 38,559

Long-term unfunded pension liability

2 unchanged sentences

Total unfunded pension liability $ 27,000 $ 24,491

Total overfunded pension liability $ 1,793 $ 2,103

The current portion of the unfunded pension liability is recorded in accrued payroll and benefits in the accompanying consolidated balance sheets.

The overfunded pension liability is recorded in long-term other assets in the accompanying consolidated balance sheets.

Net actuarial pension losses are recorded in consolidated other comprehensive income (loss) for the years ended December 31 are as follows:

7 unchanged sentences

Effect of curtailment — ( 167 ) —

Divestiture of JW Australia benefit plans ( 1,442 ) — —

Cumulative translation adjustment

3 unchanged sentences

Net actuarial pension loss at end of period, net of tax $ 1,618 $ 1,641 $ 7,633

Other Non-U.S.

Defined Contribution Plans –We have several other defined contribution plans located outside the U.S.

that are country specific.

Other plans that are characteristically defined contribution plans have accrued liabilities of $ 2.4 million and $ 2.4 million, respectively, at December 31, 2022 and December 31, 2021.

The total compensation expense for non-U.S.

defined contribution plans was $ 29.9 million in 2022, $ 29.5 million in 2021, and $ 21.1 million in 2020.

Defined Contribution Benefit Plans – We have defined contribution benefit plans covering certain U.S.

subsidiary employees, subject to eligibility requirements established in accordance with local statutory requirements.

The total cost of these plans was $ 36.4 million, $ 39.0 million and $ 35.9 million in 2023, 2022 and 2021, respectively.

Supplemental Cash Flow Information

24 unchanged sentences

Payments of debt issuance and extinguishment costs, including underwriting fees ( 3,908 ) — ( 5,448 )

— ( 5,448 ) ( 4,833 )

Change in long-term debt

$ 12,729 $ ( 86,051 ) $ 210,858

Change in long-term debt and payments of debt extinguishment costs $ ( 561,338 ) $ 12,729 $ ( 86,051 )

Cash paid for amounts included in the measurement of finance lease liabilities

10 unchanged sentences

74,735 80,613 74,953

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

Summarized Quarterly Financial Information (Unaudited)

(amounts in thousands) First Quarter Second Quarter Third Quarter Fourth Quarter

Net revenues $ 1,080,522 $ 1,125,767 $ 1,076,980 $ 1,021,065

Gross margin $ 191,787 $ 225,555 $ 223,596 $ 191,683

Income (loss) from continuing operations, net of tax 8,465 22,502 16,908 ( 22,640 )

Gain (loss) on sale of discontinued operations, net of tax — — 26,076 ( 10,377 )

Income (loss) from discontinued operations, net of tax 6,669 15,779 801 ( 1,738 )

Net income (loss) 15,134 38,281 43,785 ( 34,755 )

Diluted Net income (loss) per share from continuing operations $ 0.10 $ 0.26 $ 0.20 $ ( 0.27 )

Diluted Net income (loss) per share from discontinued operations 0.08 0.18 0.31 ( 0.14 )

Diluted Net income (loss) per share $ 0.18 $ 0.45 $ 0.51 $ ( 0.41 )

(amounts in thousands) First Quarter Second Quarter Third Quarter Fourth Quarter

Net revenues $ 1,045,615 $ 1,179,154 $ 1,140,025 $ 1,179,014

Gross margin $ 171,666 $ 206,614 $ 206,389 $ 201,251

Income (loss) from continuing operations, net of tax ( 3,575 ) 34,958 ( 45,064 ) 25,904

Income from discontinued operations, net of tax 3,047 10,868 11,872 7,717

Net income (loss) $ ( 528 ) $ 45,826 $ ( 33,192 ) $ 33,621

Diluted Net income (loss) per share from continuing operations $ ( 0.04 ) $ 0.40 $ ( 0.53 ) $ 0.31

Diluted Net income per share from discontinued operations 0.03 0.12 0.14 0.09

Diluted Net income (loss) per share $ ( 0.01 ) $ 0.52 $ ( 0.39 ) $ 0.40

Diluted Net income (loss) per share may not sum due to rounding.

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