JELD-WEN Holding, Inc. 10-K

Item 9A - Controls and Procedures 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 57 Back to top 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. The Company’s management, including the Company’s CEO and CFO, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Report and, based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2023. Management’s Report on Internal Control over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s CEO and CFO, of the effectiveness of the Company’s internal control over financial reporting. The Company’s management used the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) to perform this evaluation. Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2023. The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing under Item 8- Financial Statements and Supplementary Data . Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Company’s most recently completed quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 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 Not applicable. 58 Back to top PART III Item 10 - Directors, Executive Officers and Corporate Governance 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 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 The information required by this item is incorporated by reference to the Proxy Statement, except as to information required pursuant to Item 402(v) of SEC Regulation S-K relating to pay versus performance. Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters Equity Compensation Plan Information The following table sets forth information with respect to shares of our Common Stock that may be issued under our existing equity compensation plans, as of December 31, 2023: (a) (b) (c) Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights (1) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) Equity compensation plans approved by security holders 3,935,257 (2) $20.42 3,428,568 (3) Equity compensation plans not approved by security holders — — — Total 3,935,257 $20.42 3,428,568 (1) Excludes RSUs and PSUs, which have no exercise price. (2) Consists of shares underlying 1,452,819 stock options, 2,224,642 RSUs, and 257,796 PSUs outstanding under the 2011 Stock Incentive Plan and 2017 Omnibus Equity Plan. (3) Number of securities remaining for future issuances includes only shares available under the 2017 Omnibus Equity Plan. The other information required by this item is incorporated by reference to the Proxy Statement. Item 13 - Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated by reference to the Proxy Statement. Item 14 - Principal Accounting Fees and Services The information required by this item is incorporated by reference to the Proxy Statement. 59 Back to top PART IV Item 15 - Exhibits and Financial Statement Schedules 1. Financial Statements The financial statements are set forth under Item 8 - Financial Statements and Supplementary Data of this Form 10-K. 2. Financial Statement Schedules 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. 3. Exhibits 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 No. Exhibit Description Form File No. Exhibit Filing Date 3.1 Second Amended and Restated Certificate of Incorporation of JELD-WEN Holding, Inc. 8-K 001-38000 3.1 May 4, 2022 3.2 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). 8-K 001-38000 4.1 December 14, 2017 4.3 First Supplemental Indenture, dated as of December 21, 2018, among American Building Supply, Inc., J B L Hawaii, Limited and Wilmington Trust, National Association, as Trustee. 8-K 001-38000 4.1 December 27, 2018 4.4 Second Supplemental Indenture, dated as of September 24, 2020, among Milliken Millwork, Inc., VPI Quality Windows, Inc., subsidiaries of JELD-WEN, Inc. and Wilmington Trust, National Association, as Trustee. 10-Q 001-38000 4.2 November 3, 2020 4.5 Third Supplemental Indenture, dated as of December 31, 2020, among JELD-WEN, Inc., the guarantors party thereto and Wilmington Trust, National Association, as Trustee. 10-K 001-38000 4.9 February 23, 2021 4.6 Indenture, dated as of May 4, 2020, among JELD-WEN, Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee and notes collateral agent (including form of Notes). 8-K 001-38000 4.1 May 5, 2020 4.7 First Supplemental Indenture, dated September 24, 2020, to the Senior Secured Notes Indenture, dated May 4, 2020, to the Senior Secured Notes Indenture, dated May 4, 2020, among Milliken Millwork, Inc., subsidiaries of JELD-WEN, Inc., and Wilmington Trust, National Association, as Trustee. 10-Q 001-38000 4.1 November 3, 2020 4.8 Second Supplemental Indenture, dated as of December 31, 2020, among JELD-WEN, Inc., the guarantors party thereto and WilmingtonTrust, National Association, as Trustee and Notes Collateral Agent. 10-K 001-38000 4.12 February 23, 2021 4.9 Pledge and Security Agreement, dated as of May 4, 2020, among JELD-WEN, Inc., JELD-WEN Holding, Inc., the other grantors party thereto and Wilmington Trust, National Association, as notes collateral agent. 8-K 001-38000 4.2 May 5, 2020 4.10 Guarantor Joinder Agreement, dated as of September 24, 2020, to the Term Loan Credit Agreement, dated as of October 15, 2014 (as amended on July 1, 2015, November 1, 2016, March 7, 2017, December 14, 2017, September 20, 2019) among Milliken Millwork, Inc., VPI Quality Windows, Inc., and Bank of America, N.A., as Administrative Agent. 10-Q 001-38000 4.3 November 3, 2020 4.11 Borrower Joinder Agreement, dated as of September 24, 2020, to the Revolving Credit Agreement, dated as of October 15, 2014 (as amended on July 1, 2015, November 1, 2016, December 14, 2017, December 21, 2018 and December 31, 2019) among Milliken Millwork, Inc., VPI Quality Windows, Inc., and Wells Fargo Bank, National Association, as Administrative Agent. 10-Q 001-38000 4.4 November 3, 2020 60 Back to top Exhibit No. Exhibit Description Form File No. Exhibit Filing Date 10.1 Credit Agreement, among JELD-WEN Holding, Inc., JELD-WEN, Inc., JELD-WEN of Canada, Ltd., the other guarantors party thereto, Wells Fargo Bank, National Association, and the lenders party thereto, dated October 15, 2014. S-1 333-211761 10.1 June 1, 2016 10.2 Amendment No. 1 to Credit Agreement, among JELD-WEN Holding, Inc., JELD-WEN, Inc., JELD-WEN of Canada, Ltd., the subsidiary guarantors party thereto, Wells Fargo Bank, National Association, and the lenders party thereto, dated July 1, 2015. S-1 333-211761 10.1.1 June 1, 2016 10.3 Amendment No. 2 to Credit Agreement, among JELD-WEN Holding, Inc., JELD-WEN, Inc., JELD-WEN of Canada, Ltd., Karona, Inc., the subsidiary guarantors party thereto, Wells Fargo Bank, National Association, and the lenders party thereto, dated November 1, 2016. S-1/A 333-211761 10.1.2 November 17, 2016 10.4 Amendment No. 3 to Credit Agreement, among JELD-WEN, Inc., JELD-WEN Holding, Inc., JELD-WEN of Canada, Ltd., the other borrowers party thereto, the subsidiary guarantors party thereto, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, issuing bank and swingline lender and the other parties thereto, dated as of December 14, 2017. 8-K 001-38000 10.1 December 15, 2017 10.5 Amendment No. 4, dated as of December 21, 2018, among JELD-WEN, Inc., American Building Supply, Inc., J B L Hawaii, Limited, the other borrowers party thereto, the subsidiary guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent. 8-K 001-38000 10.1 December 27, 2018 10.6 Amendment No. 5, dated as of December 31, 2019, 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 January 6, 2020 10.7 Amendment No. 6, dated as of July 28, 2021, among JELD-WEN Holding, Inc., JELD_WEN, Inc., the subsidiary guarantors party thereto, and Bank of America, N.A., as administrative agent. 10-Q 001-38000 10.2 August 2, 2021 10.8 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. and the lenders party thereto, dated October 15, 2014. S-1 333-211761 10.2 June 1, 2016 10.10 Amendment No. 1 to Term Loan Credit Agreement, among JELD-WEN Holding, Inc., JELD-WEN, Inc., Onex BP Finance LP, the subsidiary guarantors party thereto, Bank of America, N.A., and the lenders party thereto, dated July 1, 2015. S-1 333-211761 10.2.1 June 1, 2016 10.11 Amendment No. 2 to Term Loan Credit Agreement, among JELD-WEN Holding, Inc., JELD-WEN, Inc. the subsidiary guarantors party thereto, Onex BP Finance LP, Bank of America, N.A., and the lenders party thereto, dated November 1, 2016. S-1/A 333-211761 10.2.2 November 17, 2016 10.12 Amendment No. 3 to Term Loan Credit Agreement, among JELD-WEN Holding, Inc., JELD-WEN, Inc. the subsidiary guarantors party thereto, Onex BP Finance LP, Bank of America, N.A., and the lenders party thereto, dated March 7, 2017. 8-K 001-38000 10.1 March 8, 2017 10.13 Amendment No. 4, by and among JELD-WEN, Inc., JELD-WEN Holding, Inc., the subsidiary guarantors party thereto, the lenders party thereto, Bank of America, N.A., as administrative agent and the other parties thereto, dated as of December 14, 2017. 8-K 001-38000 10.2 December 15, 2017 10.14 Amendment No. 5, dated as of September 20, 2019, among JELD-WEN Holding, Inc., JELD-WEN, Inc., the subsidiary guarantors party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent. 8-K 001-38000 10.1 September 20, 2019 10.15 Amendment No. 6, dated as of July 28, 2021, among JELD-WEN Holding, Inc., JELD-WEN, Inc., JELD-WEN of Canada, Ltd., the other borrowers and subsidiary guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. 10-Q 001-38000 10.3 August 2, 2021 10.16 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 61 Back to top Exhibit No. 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. Amended and Restated Stock Incentive Plan, dated January 30, 2017. 10-Q 001-38000 10.14 May 12, 2017 10.20+ Form of Nonstatutory Common Stock Option Agreement under JELD-WEN Holding, Inc. Amended and Restated Stock Incentive Plan. S-1/A 333-211761 10.7 December 16, 2016 10.21+ Form of Nonstatutory Class B-1 Common Stock Option Agreement under JELD-WEN Holding, Inc. Amended and Restated Stock Incentive Plan. S-1/A 333-211761 10.8 December 16, 2016 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. 2017 Omnibus Equity Plan. 10-Q 001-38000 10.2 April 30, 2021 10.24+ Form of Restricted Stock Unit Award Agreement under JELD-WEN Holding, Inc. 2017 Omnibus Plan. 10-K 001-38000 10.20 February 22, 2022 10.25+ Form of Performance Share Unit Award Agreement under JELD-WEN Holding, Inc. 2017 Omnibus Plan. 10-K 001-38000 10.21 February 22, 2022 10.26*+ 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 10.30+ Form of Indemnification Agreement. S-1 333-211761 10.25 June 1, 2016 10.31+ Form of Separation Agreement between JELD-WEN Holding, Inc. and executive officers. 10-Q 001-38000 10.1 September 24, 2022 10.32+ Amendment to Executive Employment Agreement between JELD-WEN, Holding, Inc. and Kevin C. Lilly, effective August 3, 2022. 10-Q 001-38000 10.2 September 24, 2022 10.33+ Form of Executive Employment Agreement between JELD-WEN Holding, Inc. and executive officers. 10-Q 001-38000 10.1 August 5, 2020 10.34 The JELD-WEN Deferred Compensation Plan, effective April 1, 2022 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. 22.1 Subsidiary Guarantors and Issuers of Guaranteed Securities. 10-K 001-38000 22.1 February 22, 2022 23.1* Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. 24.1* Power of Attorney (included on the signature page of this Annual Report on Form 10-K). 31.1* Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002 . 31.2* Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. 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. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). 62 Back to top Exhibit No. Exhibit Description Form File No. Exhibit Filing Date * Filed herewith. + Indicates management contract or compensatory plan. Item 16 - Form 10-K Summary None. 63 Back to top SIGNATURES 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. (Registrant) By: /s/ Julie Albrecht Julie Albrecht Executive Vice President and Chief Financial Officer Date: February 20, 2024 POWER OF ATTORNEY 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. Signature Title Date /s/ William Christensen Chief Executive Officer and Director (Principal Executive Officer) February 20, 2024 William J. Christensen /s/ Julie Albrecht Chief Financial Officer (Principal Financial Officer) February 20, 2024 Julie Albrecht /s/ Michael Leon Chief Accounting Officer (Principal Accounting Officer) February 20, 2024 Michael Leon /s/ David Nord Chair February 20, 2024 David Nord /s/ Catherine A. Halligan Director February 20, 2024 Catherine Halligan /s/ Michael F. Hilton Director February 20, 2024 Michael F. Hilton /s/ Tracey I. Joubert Director February 20, 2024 Tracey I. Joubert /s/ Cynthia Marshall Director February 20, 2024 Cynthia Marshall /s/ Suzanne Stefany Director February 20, 2024 Suzanne Stefany 64 Back to top Signature Title Date /s/ Bruce Taten Director February 20, 2024 Bruce Taten /s/ Roderick C. Wendt Director February 20, 2024 Roderick C. Wendt /s/ Steven E. Wynne Director February 20, 2024 Steven E. Wynne 65 Back to top Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238 ) F- 2 Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022, and 2021 F- 4 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2023, 2022, and 2021 F- 5 Consolidated Balance Sheets as of December 31, 2023 and 2022 F- 6 Consolidated Statements of Equity for the Years Ended December 31, 2023, 2022, and 2021 F- 7 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022, and 2021 F- 8 Notes to Consolidated Financial Statements F- 10 Note 1. Description of Company and Summary of Significant Accounting Policies F- 10 Note 2. Discontinued Operations F- 17 Note 3. Accounts Receivable F- 19 Note 4. Inventories F- 19 Note 5. Property and Equipment, Net F- 20 Note 6. Goodwill F- 20 Note 7. Intangible Assets, Net F- 21 Note 8. Leases F- 22 Note 9. Accrued Payroll and Benefits F- 23 Note 10. Accrued Expenses and Other Current Liabilities F- 23 Note 11. Warranty Liability F- 24 Note 12. Long-Term Debt F- 25 Note 13. Deferred Credits and Other Liabilities F- 27 Note 14. Segment Information F- 27 Note 15. Income Taxes F- 31 Note 16. Capital Stock F- 35 Note 17. Earnings Per Share F- 36 Note 18. Stock Compensation F- 37 Note 19. Restructuring and Asset Related Charges F- 39 Note 20. Held for Sale F- 40 Note 21. Interest Expense, Net F- 41 Note 22. Other Income, Net F- 41 Note 23. Derivative Financial Instruments F- 41 Note 24. Fair Value of Financial Instruments F- 43 Note 25. Commitments and Contingencies F- 44 Note 26. Employee Retirement and Pension Benefits F- 49 Note 27. Supplemental Cash Flow Information F- 53 Note 28. Summarized Quarterly Financial Information (Unaudited) F- 54 F-1 Back to top Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of JELD-WEN Holding, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of JELD-WEN Holding, Inc. and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, of comprehensive income (loss), of equity and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. F-2 Back to top Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Goodwill Impairment Assessment – 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. 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 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 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 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 Charlotte, North Carolina February 20, 2024 We have served as the Company’s auditor since 2000. F-3 Back to top Item 1 - Financial Statements JELD-WEN HOLDING, INC. CONSOLIDATED STATEMENTS OF OPERATIONS For the Years Ended December 31, (amounts in thousands, except share and per share data) 2023 2022 2021 Net revenues $ 4,304,334 $ 4,543,808 $ 4,181,690 Cost of sales 3,471,713 3,757,888 3,358,773 Gross margin 832,621 785,920 822,917 Selling, general and administrative 655,280 654,077 604,514 Goodwill impairment ( Note 6 ) — 54,885 — Restructuring and asset related charges ( Note 19 ) 35,741 17,622 2,556 Operating income 141,600 59,336 215,847 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 ) 15,699 — — 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 ( 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 Basic $ 0.73 $ 0.53 $ 1.75 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. F-4 Back to top JELD-WEN HOLDING, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) For the Years Ended December 31, (amounts in thousands) 2023 2022 2021 Net income $ 62,445 $ 45,727 $ 168,822 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 (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 of $ 3,287 , $ 4,104 , and $ 13,226 , respectively 13,624 13,255 39,001 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. F-5 Back to top JELD-WEN HOLDING, INC. CONSOLIDATED BALANCE SHEETS (amounts in thousands, except share and per share data) December 31, 2023 December 31, 2022 ASSETS Current assets Cash and cash equivalents $ 288,312 $ 164,475 Restricted cash 835 1,463 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 ( Note 20 ) 135,563 125,748 Current assets of discontinued operations ( Note 2 ) — 204,732 Total current assets 1,494,342 1,695,606 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 ) — 296,760 Total assets $ 2,980,125 $ 3,501,361 LIABILITIES AND EQUITY Current liabilities Accounts payable $ 269,322 $ 286,978 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 ) 7,064 6,040 Current liabilities of discontinued operations ( Note 2 ) — 104,612 Total current liabilities 678,909 786,626 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 ) 7,170 7,862 Non-current liabilities of discontinued operations ( Note 2 ) — 38,422 Total liabilities 2,129,480 2,777,813 Commitments and contingencies ( Note 25 ) Shareholders’ equity Preferred Stock, par value $ 0.01 per share, 90,000,000 shares authorized; no shares issued and outstanding — — Common Stock: 900,000,000 shares authorized, par value $ 0.01 per share, 85,309,220 and 84,347,712 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively. 853 843 Additional paid-in capital 752,171 734,853 Retained earnings 192,931 130,486 Accumulated other comprehensive loss ( 95,310 ) ( 142,634 ) Total shareholders’ equity 850,645 723,548 Total liabilities and shareholders’ equity $ 2,980,125 $ 3,501,361 The accompanying notes are an integral part of these Consolidated Financial Statements. F-6 Back to top JELD-WEN HOLDING, INC. CONSOLIDATED STATEMENTS OF EQUITY December 31, 2023 December 31, 2022 December 31, 2021 (amounts in thousands, except share and per share amounts) Shares Amount Shares Amount Shares Amount Preferred stock, $ 0.01 par value per share — $ — — $ — — $ — Common stock, $ 0.01 par value per share Balance at beginning of period 84,347,712 $ 843 90,193,550 $ 902 100,806,068 $ 1,008 Shares issued for exercise/vesting of share-based compensation awards 1,069,969 11 1,128,181 11 1,011,439 10 Shares repurchased — — ( 6,848,356 ) ( 69 ) ( 11,564,009 ) ( 115 ) Shares surrendered for tax obligations for employee share-based transactions ( 108,461 ) ( 1 ) ( 125,663 ) ( 1 ) ( 59,948 ) ( 1 ) Balance at period end 85,309,220 $ 853 84,347,712 $ 843 90,193,550 $ 902 Additional paid-in capital Balance at beginning of period $ 735,526 $ 720,124 $ 691,360 Shares issued for exercise/vesting of share-based compensation awards 552 1,998 10,174 Shares surrendered for tax obligations for employee share-based transactions ( 1,637 ) ( 2,764 ) ( 1,619 ) Amortization of share-based compensation 18,403 16,168 20,209 Balance at period end 752,844 735,526 720,124 Employee stock notes Balance at beginning of period ( 673 ) ( 673 ) ( 673 ) Net issuances, payments and accrued interest on notes — — — Balance at period end ( 673 ) ( 673 ) ( 673 ) Balance at period end $ 752,171 $ 734,853 $ 719,451 Retained earnings Balance at beginning of period $ 130,486 $ 215,611 $ 371,462 Shares repurchased — ( 130,852 ) ( 324,673 ) Net income 62,445 45,727 168,822 Balance at period end $ 192,931 $ 130,486 $ 215,611 Accumulated other comprehensive income (loss) Balance at beginning of period $ ( 142,634 ) $ ( 93,746 ) $ ( 58,693 ) Foreign currency adjustments 45,859 ( 71,811 ) ( 77,904 ) 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 $ ( 95,310 ) $ ( 142,634 ) $ ( 93,746 ) Total shareholders’ equity at period end $ 850,645 $ 723,548 $ 842,218 The accompanying notes are an integral part of these Consolidated Financial Statements F-7 Back to top JELD-WEN HOLDING, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, (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 provided by (used in) operating activities: Depreciation and amortization 140,192 131,754 137,247 Deferred income taxes 31,735 ( 4,394 ) ( 14,973 ) Net (gain) loss on disposition of assets ( 10,472 ) ( 7,969 ) 1,979 Goodwill impairment — 54,885 — Adjustment to carrying value of assets 7,862 2,375 2,076 Amortization of deferred financing costs 2,614 3,150 3,175 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 Amortization of U.S. pension expense 480 1,798 9,092 Recovery of cost from interest received on impaired notes ( 3,514 ) ( 13,953 ) — Other items, net ( 7,439 ) 24,597 3,804 Net change in operating assets and liabilities: Accounts receivable 10,862 ( 79,692 ) ( 91,920 ) Inventories 119,560 ( 73,575 ) ( 134,482 ) Other assets 11,595 ( 4,875 ) ( 14,575 ) Accounts payable and accrued expenses ( 21,548 ) ( 58,615 ) 70,184 Change in short-term and long-term tax liabilities ( 92 ) ( 7,044 ) 14,027 Net cash provided by operating activities 345,188 30,337 175,666 INVESTING ACTIVITIES Purchases of property and equipment ( 98,332 ) ( 83,217 ) ( 83,603 ) Proceeds from sale of property and equipment 16,751 11,871 3,166 Purchase of intangible assets ( 12,550 ) ( 9,003 ) ( 16,090 ) Proceeds (payments) related to the sale of JW Australia (1) 365,555 — — 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 provided by (used in) investing activities 279,174 ( 67,030 ) ( 92,361 ) FINANCING ACTIVITIES 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 Common stock repurchased — ( 131,987 ) ( 323,722 ) Payments to tax authorities for employee share-based compensation ( 1,638 ) ( 2,765 ) ( 1,620 ) 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 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. F-8 Back to top (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. F-9 Back to top JELD-WEN HOLDING, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Description of Company and Summary of Significant Accounting Policies Nature of Business – JELD-WEN Holding, Inc., along with its subsidiaries, is a vertically integrated global manufacturer and distributor of windows, doors, and other building products that derives substantially all its revenues from the sale of its door and window products. Unless otherwise specified or the context otherwise requires, all references in these notes to “JELD-WEN,” “we,” “us,” “our,” or the “Company” are to JELD-WEN Holding, Inc. and its subsidiaries. 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. 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. The peak season for home construction and remodeling in many of our markets generally corresponds with the second and third calendar quarters, and therefore, sales volume is typically higher during those quarters. Our first and fourth quarter sales volumes are generally lower due to reduced repair and remodeling activity and reduced activity in the building and construction industry as a result of colder and more inclement weather in certain areas of our geographic end markets. Basis of Presentation – The accompanying consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC. All intercompany balances and transactions have been eliminated in consolidation. 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. All U.S. dollar and other currency amounts, except per share amounts, are presented in thousands unless otherwise noted. Share Repurchases – On July 27, 2021, the Board of Directors increased the authorization under our existing share repurchase program to a total of $ 400.0 million with no expiration date. On July 28, 2022, our Board of Directors authorized a new share repurchase program, replacing our previous share repurchase authorization, with an aggregate value of $ 200.0 million and no expiration date. As of December 31, 2023, there have been no share repurchases under this program. 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. Our fiscal year always begins on January 1 and ends on December 31. As a result, our first and fourth quarters may have more or fewer days included than a traditional 91-day fiscal quarter. Use of Estimates – The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, assumptions, and allocations that affect amounts reported in the consolidated financial statements and related notes. Significant items that are subject to such estimates and assumptions include, but are not limited to, long-lived assets including goodwill and other intangible assets, employee benefit obligations, income tax uncertainties, contingent assets and liabilities, provisions for bad debt, inventory, warranty liabilities, legal claims, valuation of derivatives, environmental remediation, and claims relating to self-insurance. Actual results could differ due to the uncertainty inherent in the nature of these estimates. 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 F-10 Back to top U.S. 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 and Europe. We report all other business activities in Corporate and unallocated costs. 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. Checks written and not presented to these banks for payment are reflected as book overdrafts and are a component of accounts payable. Restricted Cash – Restricted cash consists primarily of cash required to meet certain bank guarantees. Accounts Receivable – Accounts receivable are recorded at their net realizable value. Our customers are primarily retailers, distributors, and contractors. 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 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. We write off uncollectible trade accounts receivable against the allowance for credit losses when collection efforts have been exhausted and/or any legal action taken by us has concluded. Inventories – Inventories in the accompanying consolidated balance sheets are valued at the lower of cost or net realizable value and are determined by the first-in, first-out (“FIFO”) or average cost methods. We record provisions to write-down obsolete and excess inventory to its estimated net realizable value. The process for evaluating obsolete and excess inventory requires us to evaluate historical inventory usage and expected future production needs. Accelerating the disposal process or incorrect estimates may cause actual results to differ from the estimates at the time such inventory is disposed or sold. We classify certain inventories that are available for sale directly to external customers or used in the manufacturing of a finished good within raw materials. Notes Receivable – Notes receivable are recorded at their net realizable value. The balance consists primarily of installment notes and affiliate notes. The allowance for credit losses is based upon credit risks, historical loss trends, and specific reviews of delinquent notes. We write off uncollectible note receivables against the allowance for 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. Customer Displays – Customer displays include all costs to manufacture, ship, and install the displays of our products in retail store locations. Capitalized display costs are included in other assets and are amortized over the life of the product lines, typically 1 to 3 years, and are included in SG&A expense in the accompanying consolidated statements of operations and was $ 3.9 million in 2023, $ 1.4 million in 2022, and $ 3.0 million in 2021. Cloud Computing Arrangements –We capitalize qualified cloud computing implementation costs associated with the application development stage and subsequently amortize these costs over the term of the hosting agreement and stated renewal period, if it is reasonably certain we will renew, typically 3 to 5 years. Capitalized costs are included in other assets on the consolidated balance sheet and amortization is included in SG&A expense in the accompanying consolidated statement of operations. Property and Equipment – Property and equipment are recorded at cost. The cost of major additions and betterments are capitalized and depreciated using the straight-line method over their estimated useful lives. Replacements, maintenance, and repairs that do not improve or extend the useful lives of the related assets or adapt the property to a new or different use are expensed as incurred. 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 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. Depreciation is generally provided over the following estimated useful service lives: F-11 Back to top Land improvements 10 - 20 years Buildings and improvements 10 - 45 years Machinery and equipment 3 - 20 years Intangible Assets – Definite lived intangible assets are amortized based on the pattern of economic benefit over the following estimated useful lives: Trademarks and trade names 10 - 40 years Software 3 - 10 years Patents, licenses and rights 5 - 25 years Customer relationships 5 - 20 years The lives of definite lived intangible assets are reviewed and reduced if necessary, whenever changes in their planned use occur. 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. 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. The recoverability test requires us to first compare undiscounted cash flows expected to be generated by that definite lived intangible asset or asset group to its carrying amount. If the carrying amounts of the definite lived intangible assets are not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques. Our valuation of identifiable intangible assets acquired is based on information and assumptions available to us at the time of acquisition, using income and market approaches to determine fair value. We do not amortize indefinite-lived intangible assets, but test for impairment annually, or when indications of potential impairment exist. 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 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. Costs incurred during the preliminary project stage and post-implementation operation stage are expensed as incurred. Long-Lived Assets – Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of such assets or asset groups may not be recoverable. If a triggering event is identified, we perform an impairment test by reviewing the expected undiscounted cash flows generated from the anticipated use and eventual disposition of the asset group compared to the carrying value of the asset group. If the expected undiscounted cash flows are less than the carrying value of the asset group, then an impairment charge is required to reduce the carrying value of the asset group to fair value. Long-lived assets currently available for sale and expected to be sold within one year are classified as assets held for sale. Leases – We lease certain warehouses, distribution centers, office spaces, land, vehicles, and equipment. We determine if an arrangement is a lease at inception. A contract contains a lease if the contract conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. Amounts associated with operating leases are included in operating lease assets (“ROU assets”), net, accrued expense and other current liabilities and operating lease liability in our consolidated balance sheet. Amounts associated with finance leases are included in property and equipment, net, current maturities of long-term debt, and long-term debt in our consolidated balance sheet. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. If the lease does not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The incremental borrowing rate for operating leases that commenced in the period is determined by using the prior quarter end’s incremental borrowing rates. We have elected not to recognize an ROU asset and lease liability for leases with an initial term of twelve months or less as well as any lease covering immaterial assets. We recognize lease expense for these leases on a straight-line basis over the lease term. Variable lease payments that are dependent on usage, output, or may vary for other reasons, are excluded from lease payments in the measurement of the ROU asset and lease liability, and accordingly are recognized as lease expense in the period the obligation for those payments is incurred. We combine lease and non-lease components for all agreements, with the exception of building leases. F-12 Back to top Certain leases include renewal and/or termination options, with renewal terms that can extend the lease term from 1 to 20 years or more, and the exercise of lease renewal options under these leases is at our sole discretion. These options are included in the lease term used to determine ROU assets and corresponding liabilities when we are reasonably certain we will exercise the option. The depreciable life of assets and leasehold improvements are limited by the expected lease term. 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. 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 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. Deferred Revenue – We record deferred revenue when we collect pre-payments from customers for performance obligations we expect to fulfill through future performance of a service or delivery of a product. We classify our deferred revenue based on our estimate as to when we expect to satisfy the related performance obligations. Deferred revenues are included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets. Warranty Accrual – Warranty terms range primarily from one year to lifetime on certain window and door components. Warranties are normally limited to replacement or service of defective components for the original customer. Some warranties are transferable to subsequent owners and are generally limited to ten years from the date of manufacture or require pro-rata payments from the customer. A provision for estimated warranty costs is recorded at the time of sale based on historical experience and we periodically adjust these provisions to reflect actual experience. Restructuring – Costs to exit or restructure certain activities of an acquired company or our internal operations are accounted for as one-time termination and exit costs as required by the provisions of FASB ASC 420, Exit or Disposal Cost Obligations , and are accounted for separately from any business combination. A liability for costs associated with an exit or disposal activity is recognized and measured at its fair value in our consolidated statements of operations in the period in which the liability is incurred. When estimating the fair value of restructuring activities, assumptions are applied, which can differ materially from actual results. This may require us to revise our initial estimates, which may materially affect our results of operations and financial position in the period the revision is made. Derivative Financial Instruments – Derivative financial instruments are used to manage interest rate risk associated with our borrowings and foreign currency exposures related to transactions denominated in currencies other than the U.S. dollar, or in the case of our non-U.S. companies, transactions denominated in a currency other than their functional currency. All derivatives are recorded as assets or liabilities in the consolidated balance sheets at their respective fair values. 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 F-13 Back to top hedge. 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 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. Changes in the fair value of derivatives that do not qualify for hedge accounting, or fail to meet the criteria, thereafter, are also recognized in the consolidated statements of operations. See Note 24 - Fair Value of Financial Instruments for additional information on the fair value of our derivative assets and liabilities. Revenue Recognition – Revenue is recognized when obligations under the terms of a contract with our customer are satisfied. Generally, this occurs with the transfer of control of our products or services. The transfer of control to the customer occurs at a point in time, usually upon satisfaction of the shipping terms within the contract. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. The taxes we collect concurrent with revenue-producing activities (e.g., sales tax, value-added tax, and other taxes) are excluded from revenue. Shipping and handling costs are treated as fulfillment costs and are not considered a separate performance obligation. Shipping and handling costs charged to customers and the related expenses are reported in revenues and cost of sales for all customers. The expected costs associated with our base warranties and field service actions continue to be recognized as expense when the products are sold (see Note 11 - Warranty Liability ). Since payment is due at or shortly after the point of sale, the contract asset is classified as a receivable. We do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to a customer and when the customer pays for that product or service will be one year or less. We do not typically include extended payment terms in our contracts with customers. Incidental items that are immaterial in the context of the contract are recognized as expense. We disaggregate revenues based on geographical location. See Note 14 - Segment Information for further information on disaggregated revenue. Advertising Costs – All costs of advertising our products and services are charged to expense as incurred. 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 the consolidated statements of operations. Foreign Currency Translation and Adjustments – Typically, our foreign subsidiaries maintain their accounting records in their local currency. All of the assets and liabilities of these subsidiaries (including long-term assets, such as goodwill) are converted to U.S. dollars at the exchange rate in effect at the balance sheet date, income and expense accounts are translated at average rates for the period, and shareholder’s equity accounts are translated at historical rates. The effects of translating financial statements of foreign operations into our reporting currency are recognized as a cumulative translation adjustment in consolidated other comprehensive income (loss). This balance is net of tax, where applicable. The effects of translating financial statements of foreign operations in which the U.S. dollar is their functional currency are included in the consolidated statements of operations. The effects of translating intercompany debt are recorded in the consolidated statements of operations unless the debt is of a long-term investment nature in which case gains and losses are recorded in consolidated other comprehensive income (loss). Foreign currency transaction gains or losses are credited or charged to income as incurred. Income Taxes – Income taxes are accounted for under the asset and liability method. 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 F-14 Back to top 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. We evaluate both the positive and negative evidence that is relevant in assessing whether we will realize the deferred tax assets. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. The tax effects from an uncertain tax position can be recognized in the consolidated financial statements, only if the position is more likely than not to be sustained, based on the technical merits of the position and the jurisdiction taxes of the Company. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit and the tax related to the position would be due to the entity and not the owners. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized, upon ultimate settlement with the relevant tax authority. We apply this accounting standard to all tax positions for which the statute of limitations remains open. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We file a consolidated federal income tax return in the U.S. and various states. For financial statement purposes, we calculate the provision for federal income taxes using the separate return method. Certain subsidiaries file separate tax returns in certain countries and states. Any U.S. federal, state, and foreign income taxes refundable and payable are reported in other current assets and accrued expenses and other current liabilities in our consolidated balance sheet. We do not have any non-current taxes receivable or payable at December 31, 2023 or December 31, 2022. We record interest and penalties on amounts due to tax authorities as a component of income tax expense in the consolidated statements of operations. We have elected to account for the impact of GILTI in the period in which it is incurred. Contingent Liabilities – Contingent liabilities arising from claims, assessments, litigation, fines, penalties, and other sources require significant judgment in determining the probability of loss and the amount of the potential loss. Each quarter, we review significant new claims and litigation for the probability of an adverse outcome. Estimates are recorded as liabilities when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. Disclosure is required when there is a reasonable possibility that the ultimate loss will materially exceed the recorded provision. Contingent liabilities are often resolved over long time periods. Estimating probable losses requires analysis of multiple forecasts that often depend on judgments about potential actions by third parties, such as regulators, and the estimated loss can change materially as individual claims develop. Legal costs incurred in connection with loss contingencies are expensed as incurred. Employee Retirement and Pension Benefits – We have a defined benefit plan available to certain U.S. hourly employees and several other defined benefit plans located outside of the U.S. that are country specific. The most significant of these plans is in the U.S., which is no longer open to new employees. Amounts relating to these plans are recorded based on actuarial calculations, which use various assumptions, such as discount rates and expected return on assets. See Note 26 - Employee Retirement and Pension Benefits . Recently Adopted Accounting Standards – In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which removes certain exceptions to the general principles of ASC 740, including, but not limited to, accounting relating to intraperiod tax allocations, deferred tax liabilities related to outside basis differences, and year to date losses in interim periods. This guidance is effective for fiscal years beginning after December 15, 2020. We adopted this standard in the first quarter of 2021 and the adoption did not have an impact on our consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of LIBOR or by another reference rate expected to be discontinued. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope , to clarify the scope of ASU No. 2020-04. In December 2022, the FASB issued ASU No. 2022-06, Deferral of the Sunset Date of Topic 848, which extended the relief provisions under Topic 848 through December 31, 2024. In 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 F-15 Back to top 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. F-16 Back to top Note 2. 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. F-17 Back to top 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 ASSETS 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 LIABILITIES 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 F-18 Back to top 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 Note 3. Accounts Receivable We sell our manufactured products to a large number of customers, primarily in the residential housing construction and remodel sectors, broadly dispersed across many domestic and foreign geographic regions. We assess the credit risk relating to our accounts receivable based on quantitative and qualitative factors, including historical credit collections within each region where we have operations. We perform ongoing credit evaluations of our customers to minimize credit risk. 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. 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: (amounts in thousands) 2023 2022 2021 Balance as of January 1, $ ( 15,429 ) $ ( 9,472 ) $ ( 12,107 ) Charges to income (expense) 1,870 ( 7,287 ) 957 Write-offs 2,466 941 1,423 Currency translation ( 172 ) 389 255 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. Note 4. Inventories Inventories are stated at the lower of cost or net realizable value. Finished goods and work-in-process inventories include material, labor, and manufacturing overhead costs. (amounts in thousands) 2023 2022 Raw materials $ 404,360 $ 481,388 Work in process 21,141 28,295 Finished goods 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. F-19 Back to top Note 5. Property and Equipment, Net (amounts in thousands) 2023 2022 Land improvements $ 30,350 $ 31,606 Buildings 459,516 445,321 Machinery and equipment 1,386,819 1,343,119 Total depreciable assets 1,876,685 1,820,046 Accumulated depreciation ( 1,322,129 ) ( 1,255,747 ) 554,556 564,299 Land 28,262 28,939 Construction in progress 61,424 48,766 Total property and equipment, net $ 644,242 $ 642,004 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: (amounts in thousands) 2023 2022 2021 Cost of sales $ 89,396 $ 80,235 $ 81,518 Selling, general and administrative 5,191 5,376 6,158 Total depreciation expense $ 94,587 $ 85,611 $ 87,676 Note 6. Goodwill The following table summarizes the changes in goodwill by reportable segment: (amounts in thousands) North America Europe Total Reportable Segments Balance as of December 31, 2021 $ 182,645 $ 278,668 $ 461,313 Impairment — ( 54,885 ) ( 54,885 ) Currency translation ( 376 ) ( 24,099 ) ( 24,475 ) Balance as of December 31, 2022 $ 182,269 $ 199,684 $ 381,953 Currency translation 143 8,074 8,217 Balance as of December 31, 2023 $ 182,412 $ 207,758 $ 390,170 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 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 conflict between Russia and Ukraine, and foreign exchange fluctuations. These factors have negatively impacted our business performance. Based upon the results of our interim impairment analysis, we concluded that the carrying 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. F-20 Back to top 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. Note 7. Intangible Assets, Net The cost and accumulated amortization values of our intangible assets were as follows: December 31, 2023 (amounts in thousands) Cost Accumulated Amortization Net Book Value Customer relationships and agreements $ 123,713 $ ( 84,281 ) $ 39,432 Software 113,429 ( 58,424 ) 55,005 Trademarks and trade names 32,148 ( 10,802 ) 21,346 Patents, licenses and rights 12,666 ( 4,539 ) 8,127 Total amortizable intangibles $ 281,956 $ ( 158,046 ) $ 123,910 December 31, 2022 (amounts in thousands) Cost Accumulated Amortization Net Book Value Customer relationships and agreements $ 121,461 $ ( 73,182 ) $ 48,279 Software 108,611 ( 36,231 ) 72,380 Trademarks and trade names 31,789 ( 9,000 ) 22,789 Patents, licenses and rights 9,942 ( 5,284 ) 4,658 Total amortizable intangibles $ 271,803 $ ( 123,697 ) $ 148,106 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: (amounts in thousands) 2023 2022 2021 Amortization expense $ 36,523 $ 26,141 $ 25,678 Estimated future amortization expense: (amounts in thousands) 2024 $ 34,383 2025 15,662 2026 14,222 2027 13,806 2028 12,484 Thereafter 33,353 $ 123,910 F-21 Back to top Note 8. Leases We lease certain warehouses, distribution centers, office spaces, land, vehicles, and equipment. Lease ROU assets and liabilities at December 31 were as follows: (amounts in thousands) Balance Sheet Location 2023 2022 Assets: Operating Operating lease assets, net $ 146,931 $ 128,993 Finance Property and equipment, net (1) 6,994 3,612 Total lease assets $ 153,925 $ 132,605 Liabilities: Current: Operating Accrued expense and other current liabilities $ 32,477 $ 31,152 Finance Current maturities of long-term debt 2,407 1,486 Noncurrent: Operating Operating lease liability 121,993 105,068 Finance Long-term debt 4,801 2,167 Total lease liability $ 161,678 $ 139,873 (1) Finance lease assets are recorded net of accumulated depreciation of $ 5.1 million and $ 3.7 million as of December 31, 2023 and December 31, 2022, respectively. During the years ended December 31, 2023 and December 31, 2022, we obtained $ 52.5 million and $ 13.3 million in right-of-use assets, respectively, in exchange for operating lease liabilities, primarily relating to manufacturing equipment. During the years ended December 31, 2023 and December 31, 2022, we obtained $ 5.4 million and $ 0.6 million in right-of-use assets, respectively, in exchange for finance lease liabilities. The components of lease expense for the years ended December 31 were as follows: (amounts in thousands) 2023 2022 2021 Operating $ 41,942 $ 42,616 $ 42,518 Short term 13,324 13,816 13,560 Variable 6,571 7,287 6,400 Low value 1,600 1,723 1,554 Finance 313 139 178 Total lease costs $ 63,750 $ 65,581 $ 64,210 2023 2022 Weighted average remaining lease terms (years): Operating 5.7 6.1 Finance 4.1 2.9 Weighted average discount rate: Operating 5.6 % 4.8 % Finance 6.4 % 3.5 % F-22 Back to top Future minimum lease payment obligations under operating and finance leases are as follows: December 31, 2023 (amounts in thousands) Operating Leases (1) Finance Leases Total 2024 $ 41,934 $ 2,597 $ 44,531 2025 39,229 1,752 40,981 2026 27,503 1,445 28,948 2027 22,031 1,322 23,353 2028 17,447 682 18,129 Thereafter 36,481 239 36,720 Total lease payments 184,625 8,037 192,662 Less: Interest 30,155 829 30,984 Present value of lease liability $ 154,470 $ 7,208 $ 161,678 (1) Operating lease payments include $ 5.8 million related to options to extend lease terms that are reasonably certain of being exercised. Note 9. Accrued Payroll and Benefits (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 payroll taxes 13,898 11,560 Other accrued benefits 10,072 13,052 Non-U.S. defined contributions and other accrued benefits 1,310 1,254 Total accrued payroll and benefits $ 132,550 $ 107,002 Note 10. Accrued Expenses and Other Current Liabilities (amounts in thousands) December 31, 2023 December 31, 2022 Accrued sales and advertising rebates $ 82,732 $ 90,461 Current portion of operating lease liability 32,477 31,152 Current portion of warranty liability (Note 11) 22,819 21,215 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 ) 3,375 5,021 Current portion of derivative liability (Note 23) 2,996 3,346 Accrued interest payable 1,401 4,036 Legal claims provision ( Note 25 ) 2,683 3,490 Total accrued expenses and other current liabilities $ 233,796 $ 247,901 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. F-23 Back to top Note 11. Warranty Liability Warranty terms vary from one year to lifetime on certain window and door components. Warranties are normally limited to servicing or replacing defective components for the original customer. Product defects arising within six months of sale are classified as manufacturing defects and are not included in the current period expense below. Some warranties are transferable to subsequent owners and are either limited to 10 years from the date of manufacture or require pro-rata payments from the customer. A provision for estimated warranty costs is recorded at the time of sale based on historical experience and is periodically adjusted to reflect actual experience. An analysis of our warranty liability is as follows: (amounts in thousands) 2023 2022 2021 Balance as of January 1 $ 52,389 $ 53,367 $ 50,902 Current period charges 30,667 28,935 27,686 Experience adjustments 599 772 4,105 Payments ( 30,810 ) ( 29,834 ) ( 28,504 ) Transfers to liabilities held for sale (Note 20) — — ( 518 ) Currency translation 402 ( 851 ) ( 304 ) Balance at period end 53,247 52,389 53,367 Current portion ( 22,819 ) ( 21,215 ) ( 22,118 ) Long-term portion $ 30,428 $ 31,174 $ 31,249 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. F-24 Back to top Note 12 . Long-Term Debt Our long-term debt, net of original issue discount and unamortized debt issuance costs, consisted of the following: December 31, 2023 December 31, 2023 December 31, 2022 (amounts in thousands) Interest Rate Senior Notes 4.63 % - 4.88 % $ 600,000 $ 800,000 Senior Secured Notes — 250,000 Term Loan Facility 7.72 % (1) 536,250 541,750 Revolving credit facility — 55,000 Finance leases and other financing arrangements 1.00 % - 8.28 % 74,460 89,258 Mortgage notes 5.67 % - 6.17 % 22,070 22,472 Total Debt 1,232,780 1,758,480 Unamortized debt issuance costs and original issue discounts ( 6,528 ) ( 11,597 ) Current maturities of long-term debt ( 36,177 ) ( 34,093 ) 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: 2024 $ 36,177 2025 221,749 2026 19,243 2027 415,025 2028 522,809 Summaries of our significant changes to outstanding debt agreements as of December 31, 2023 are as follows: Senior Secured Notes and Senior Notes 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. 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 U.S. 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 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 F-25 Back to top 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 May 2020, we entered into interest rate swap agreements with a weighted average fixed rate of 0.395 % paid against one-month LIBOR floored at 0.00 % with outstanding notional amounts aggregating to $ 370.0 million corresponding to that amount of the debt outstanding under our Term Loan Facility. In 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. 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. We pay a fee of 0.25 % on the unused portion of the commitments. The ABL Facility has a minimum fixed charge coverage ratio that we are obligated to comply with under certain circumstances. The ABL Facility has various non-financial covenants, including restrictions on liens, indebtedness, dividends, customary representations and warranties, and customary events of defaults and remedies. 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. borrowers was increased to $ 465.0 million. The amount allocated to Canadian borrowers was maintained at $ 35.0 million. 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. As of December 31, 2023, we had DKK 148.6 million ($ 22.1 million) outstanding under these notes. Finance leases and other financing arrangements – In addition to finance leases, we include insurance premium financing arrangements and loans secured by equipment in this category. 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, 2023, we were in compliance with the terms of all of our Credit Facilities and the indentures governing the Senior Notes. F-26 Back to top Note 13. Deferred Credits and Other Liabilities Included in deferred credits and other liabilities is the long-term portion of the following liabilities as of December 31: (amounts in thousands) 2023 2022 Uncertain tax positions (Note 15) $ 36,804 $ 31,828 Warranty liability (Note 11) $ 30,428 $ 31,174 Workers' compensation claims accrual 21,875 20,331 Environmental contingencies (Note 25) 11,500 11,800 Other liabilities 4,224 726 Deferred income — 77 Total deferred credits and other liabilities $ 104,831 $ 95,936 Note 14. 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. F-27 Back to top The following tables set forth certain information relating to our segments’ operations: (amounts in thousands) North America Europe Total Operating Segments Corporate and Unallocated Costs Total Consolidated 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 F-28 Back to top (amounts in thousands) North America Europe Total Operating Segments Corporate and Unallocated Costs Total Consolidated 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. Operations. F-29 Back to top Reconciliations of income from continuing operations, net of tax to Adjusted EBITDA from continuing operations are as follows: Year Ended (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) — 54,885 — 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) 4,349 — — 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. F-30 Back to top (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 Canada $ 260,897 $ 258,629 $ 220,962 U.S. 2,841,921 2,978,492 2,587,536 South America (including Mexico) 20,212 22,656 21,371 Europe 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: U.S. $ 412,195 $ 422,428 $ 425,680 Other 33,836 29,587 29,901 446,031 452,015 455,581 Europe 180,822 170,346 188,100 Corporate: U.S. and other 17,392 19,643 19,874 Total property and equipment, net $ 644,245 $ 642,004 $ 663,555 Note 15. Income Taxes Income before taxes, is comprised of the following for the years ended December 31: (amounts in thousands) 2023 2022 2021 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 Canada, Germany, and Denmark. F-31 Back to top Significant components of the provision (benefit) for income taxes are as follows for the years ended December 31: (amounts in thousands) 2023 2022 2021 Federal $ ( 2,464 ) $ 407 $ 520 State 1,753 1,103 480 Foreign 40,452 19,558 31,862 Current taxes 39,741 21,068 32,862 Federal 4,220 14,075 3,689 State 7,757 ( 4,854 ) ( 5,927 ) Foreign 11,621 ( 12,248 ) ( 10,988 ) Deferred taxes 23,598 ( 3,027 ) ( 13,226 ) Total provision for income taxes $ 63,339 $ 18,041 $ 19,636 Reconciliation of the U.S. federal statutory income tax rate to our effective tax rate is as follows for the years ended December 31: 2023 2022 2021 (amounts in thousands) Amount % Amount % Amount % Statutory rate $ 18,601 21.0 $ 6,355 21.0 $ 31,702 21.0 State income tax, net of federal benefit 1,959 2.2 2,154 7.1 2,339 1.5 Foreign source dividends and deemed inclusions 1,906 2.2 ( 237 ) ( 0.8 ) ( 9,822 ) ( 6.5 ) Valuation allowance 32,666 36.9 ( 11,256 ) ( 37.2 ) ( 7,331 ) ( 4.9 ) Nondeductible expenses 2,661 3.0 2,097 6.9 2,741 1.8 Goodwill impairment — — 12,735 42.1 — — Equity based compensation 4,086 4.6 2,486 8.2 ( 787 ) ( 0.5 ) Foreign tax rate differential ( 488 ) ( 0.6 ) ( 1,365 ) ( 4.5 ) ( 2,759 ) ( 1.8 ) Tax rate differences and credits 3,675 4.1 3,469 11.5 ( 10,264 ) ( 6.8 ) Uncertain tax positions ( 174 ) ( 0.2 ) 2,966 9.8 8,711 5.8 Change in indefinite reversal assertion — — — — 5,016 3.4 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, 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. F-32 Back to top 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. Significant deferred tax assets and liabilities are as follows as of December 31: (amounts in thousands) 2023 2022 Net operating loss and tax credit carryforwards $ 157,790 200,343 Operating lease liabilities 24,210 34,709 Employee benefits and compensation 24,894 $ 28,161 Accrued liabilities and other 46,944 35,807 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 Valuation allowance ( 54,786 ) ( 21,048 ) Deferred tax assets 242,400 308,681 Depreciation and amortization ( 74,328 ) ( 93,810 ) Operating lease assets ( 22,442 ) ( 32,953 ) Investments and marketable securities — ( 3,401 ) Investment in subsidiaries ( 2,347 ) ( 4,218 ) Deferred tax liabilities ( 99,117 ) ( 134,382 ) Net deferred tax assets $ 143,283 $ 174,299 Balance sheet presentation: 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. 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 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 $ 9.9 million for state net operating loss carryforwards and state credit carryforwards. F-33 Back to top The following is the activity in our valuation allowance: (amounts in thousands) 2023 2022 2021 Balance as of January 1, $ ( 21,048 ) $ ( 31,825 ) $ ( 37,786 ) Valuation allowances established 11 ( 28 ) — Changes to existing valuation allowances ( 32,830 ) ( 31 ) ( 2,066 ) Release of valuation allowances 1 9,918 7,510 Currency translation ( 920 ) 918 517 Balance at period end $ ( 54,786 ) $ ( 21,048 ) $ ( 31,825 ) Earnings of Foreign Subsidiaries – The Company continually evaluates its global cash needs. During the third quarter of 2021, the Company removed its indefinite reinvestment assertion on a majority of unremitted earnings and certain other aspects of outside basis differences in its foreign subsidiaries. Deferred tax expense of $ 5.0 million was recorded for withholding and income taxes which would be owed if earnings were remitted to the U.S. parent. 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. 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. 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. The undistributed profits of resident corporations are exempt from taxation while any distributed profits are subject to a 20% corporate income tax rate. The liability for the tax on distributed profits is recorded as an income tax expense in the period in which a dividend is declared. The 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 $ 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. 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. Foreign payables for taxes are recorded in accrued income taxes payable in the accompanying balance sheets and totaled $ 9.3 million and $ 9.4 million at December 31, 2023 and December 31, 2022, respectively. We do not have any non-current taxes receivable or payable as of December 31, 2023 and December 31, 2022. F-34 Back to top Accounting for Uncertain Tax Positions – A reconciliation of the beginning and ending amounts of unrecognized tax benefits excluding interest and penalties is as follows: (amounts in thousands) 2023 2022 2021 Balance as of January 1, $ 29,300 $ 26,825 $ 16,995 Increase for tax positions taken during the prior period 14,320 4,565 10,367 Decrease for settlements with taxing authorities ( 7,347 ) ( 1,527 ) — Increase for tax positions taken during the current period 1,472 709 869 Decrease due to statute expiration ( 159 ) ( 75 ) ( 163 ) Currency translation 1,314 ( 1,197 ) ( 1,243 ) Balance at period end - unrecognized tax benefit $ 38,900 $ 29,300 $ 26,825 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 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. 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-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. Note 16. Capital Stock Preferred Stock - Our Board of Directors is authorized to issue Preferred Stock from time to time in one or more series and with such rights, privileges, and preferences as the Board of Directors shall from time to time determine. We have not issued any shares of Preferred Stock. Common Stock - Common Stock includes the basis of shares outstanding plus amounts recorded as additional paid-in capital. Shares outstanding exclude the shares issued to the Employee Benefit Trust that are considered similar to treasury shares and total 193,941 shares at both December 31, 2023 and December 31, 2022 with a total original issuance value of $ 12.4 million. We record share repurchases on their trade date and reduce shareholders’ equity and increase accounts payable. Repurchased shares are retired, and the excess of the repurchase price over the par value of the shares is charged to retained earnings. On July 27, 2021, our Board of Directors increased our previous repurchase authorization to a total of $ 400.0 million with no expiration date. On July 28, 2022, our Board of Directors authorized a new share repurchase program, replacing our previous share repurchase authorization, with an aggregate value of $ 200.0 million and no expiration date. As of December 31, 2023, there have been no share repurchases under this program. 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. F-35 Back to top Note 17. Earnings Per Share The basic and diluted income per share calculations were determined based on the following share data : 2023 2022 2021 Weighted average outstanding shares of Common Stock basic 84,995,515 86,374,499 96,563,155 Restricted stock units, performance share units and options to purchase Common Stock 878,520 700,677 1,807,987 Weighted average outstanding shares of Common Stock diluted 85,874,035 87,075,176 98,371,142 The following table provides the securities that could potentially dilute basic earnings per share in the future but were not included in the computation of diluted income per share as their inclusion would be anti-dilutive: 2023 2022 2021 Common Stock options 1,374,312 1,652,320 1,226,906 Restricted stock units 66,882 738,528 12,590 Performance share units 265,465 133,467 751 F-36 Back to top Note 18. Stock Compensation In connection with our IPO, the Board adopted, and our shareholders approved, the JELD-WEN Holding, Inc. 2017 Omnibus Equity Plan, (the “Omnibus Equity Plan”). Under the Omnibus Equity Plan, equity awards may be made in respect of 9,900,000 shares of our Common Stock and may be granted in the form of options, restricted stock, RSUs, stock appreciation rights, dividend equivalent rights, share awards, and performance-based awards (including performance share units and performance-based restricted stock). 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. As of December 31, 2023, there was $ 14.9 million of total unrecognized compensation expense related to non-vested share-based compensation arrangements. This cost is expected to be recognized over the remaining weighted-average vesting period of 1.5 years. Stock Options – Generally, stock option awards vest ratably each year on the anniversary date over a three-year period, have an exercise term of 10 years, and any vested options must be exercised within 90 days of the employee leaving the Company. The compensation cost of option awards is charged to expense based upon the graded-vesting method over the vesting periods applicable to the option awards. The graded-vesting method provides for vesting of portions of the overall awards at interim dates and results in greater expense in earlier years than the straight-line method. When options are granted, we calculate the fair value of common and Class B-1 Common Stock options using multiple Black-Scholes option valuation models. Expected volatilities are based upon a selection of public guideline companies. The risk-free rate was based upon U.S. Treasury rates. Key assumptions used in the valuation models were as follows for the years ended December 31: 2023 2022 2021 Expected volatility 55.06 % - 58.73 % 51.33 % - 60.06 % 52.42 % - 53.62 % Expected dividend yield rate 0.00 % 0.00 % 0.00 % Weighted average term (in years) 5.5 - 6.5 5.5 - 6.5 5.5 - 6.5 Weighted average grant date fair value $ 7.43 - $ 7.57 $ 5.69 - $ 11.96 $ 14.39 Risk free rate 3.67 % - 3.81 % 1.91 % - 3.51 % 0.71 % - 0.91 % The following table represents stock option activity: Shares Weighted Average Exercise Price Per Share Aggregate Intrinsic Value (millions) Weighted Average Remaining Contract Term in Years Outstanding as of January 1, 2021 2,631,831 $ 20.41 Granted 309,902 29.01 Exercised ( 699,756 ) 14.48 Forfeited ( 79,955 ) 27.22 Balance as of December 31, 2021 2,162,022 $ 23.31 Granted 534,631 18.18 Exercised ( 157,167 ) 11.89 Forfeited ( 822,542 ) 25.99 Balance as of December 31, 2022 1,716,944 $ 21.48 Granted 262,809 13.28 Exercised ( 66,170 ) 8.58 Forfeited ( 460,764 ) 22.00 Balance as of December 31, 2023 1,452,819 $ 20.42 4.4 5.2 Exercisable as of December 31, 2023 1,123,326 $ 22.84 2.1 4.1 RSUs – RSUs are subject to the continued service of the recipient through the vesting date, which is generally from issuance. Beginning 2021, RSUs granted vest ratably each year on the anniversary date generally over a three-year period rather than at the end of the three-year period. Once vested, the recipient will receive one share of Common Stock for each restricted stock unit. The grant-date fair value per share used for RSUs was determined using the closing price of our F-37 Back to top 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. The following table represents RSU activity: Shares Weighted Average Grant-Date Fair Value Per Share Outstanding as of January 1, 2021 1,786,797 $ 21.43 Granted 652,579 29.09 Vested ( 311,683 ) 22.65 Forfeited ( 301,301 ) 24.99 Balance as of December 31, 2021 1,826,392 $ 23.37 Granted 1,540,246 20.32 Vested ( 768,341 ) 22.31 Forfeited ( 600,785 ) 23.14 Balance as of December 31, 2022 1,997,512 $ 21.50 Granted 1,568,729 13.37 Vested ( 1,003,799 ) 22.33 Forfeited ( 337,800 ) 18.42 Balance as of December 31, 2023 2,224,642 $ 15.86 PSUs – PSUs are subject to continued employment of the recipient through the vesting date, which is on the third anniversary of the grant. Once vested, the recipient will receive one share of Common Stock for each vested PSU. 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. The fair value of the award is estimated using a Monte Carlo simulation approach in a risk-neutral framework to model future stock price movements based on historical volatility, risk free rates of return, and correlation matrix. The following table represents PSU activity for the awarded shares at target performance measures: Shares Weighted Average Grant-Date Fair Value Per Share Outstanding as of January 1, 2021 744,463 $ 25.09 Granted 165,749 30.70 Forfeited ( 205,949 ) 28.58 Balance as of December 31, 2021 704,263 $ 25.39 Granted 158,587 29.24 Vested ( 202,673 ) 22.20 Forfeited ( 380,361 ) 27.79 Balance as of December 31, 2022 279,816 $ 26.61 Granted 307,273 28.67 Forfeited ( 329,293 ) 26.98 Balance as of December 31, 2023 257,796 $ 28.59 F-38 Back to top Note 19. 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 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 Corporate and Unallocated Costs Total Consolidated Year Ended December 31, 2023 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 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 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 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 Restructuring severance and termination charges $ ( 4 ) $ 701 $ — $ 697 Other restructuring associated costs, net ( 28 ) — ( 97 ) ( 125 ) Asset related charges 1,232 752 — 1,984 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: (amounts in thousands) 2023 2022 2021 Balance as of January 1 $ 5,021 $ 153 $ 1,358 Current period charges 27,531 15,247 572 Payments ( 29,367 ) ( 10,273 ) ( 1,719 ) Currency translation 190 ( 106 ) ( 58 ) Balance at period end $ 3,375 $ 5,021 $ 153 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. F-39 Back to top 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. Note 20. 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. 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. We will continue to report the Towanda results within our North America operations until the divestiture is finalized. 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 consolidated balance sheets. (amounts in thousands) December 31, 2023 December 31, 2022 Assets 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 Liabilities 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 F-40 Back to top Note 21. Interest Expense, Net Interest expense, net is net of capitalized interest and interest income. Capitalized interest incurred during the construction phase of significant property and equipment additions totaled $ 1.1 million, $ 0.9 million, and $ 0.4 million for the years ended December 31, 2023, 2022, and 2021, 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. Note 22. Other Income, Net The table below summarizes the amounts included in other income, net in the accompanying consolidated statements of operations: (amounts in thousands) 2023 2022 2021 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 ) U.S. Employee Retention Credit (2) ( 6,073 ) — — Pension plan settlement expense (3) 4,349 — — Recovery of cost from interest received on impaired notes ( 3,514 ) ( 13,953 ) — 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) ( 1,447 ) ( 1,699 ) ( 1,732 ) Legal settlement income — ( 10,500 ) — Credit for overpayments of utility expenses — ( 1,975 ) — Other items, net ( 3,061 ) ( 13,058 ) ( 2,035 ) Total other income, net $ ( 25,719 ) $ ( 53,433 ) $ ( 13,241 ) (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. Note 23. Derivative Financial Instruments Foreign currency derivatives – As a multinational corporation, we are exposed to the impact of foreign currency fluctuations. To the extent borrowings, sales, purchases, or other transactions are not executed in the local currency of the operating unit, we are exposed to foreign currency risk. In most of the countries in which we operate, the exposure to foreign currency movements is limited because the operating revenues and expenses of our business units are substantially denominated in the local currency. To mitigate the exposure, we may enter into a variety of foreign currency derivative contracts. To manage the effect of exchange fluctuations on forecasted sales, purchases, acquisitions, capital expenditures, and certain intercompany transactions that are denominated in foreign currencies, we have foreign currency derivative contracts with a total notional amount of $ 95.9 million as of December 31, 2023. We have foreign currency derivative F-41 Back to top 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. dollars. To mitigate the impact to the consolidated earnings of the Company from the effect of the translation of certain subsidiaries’ local currency results into U.S. dollars, we have foreign currency derivative contracts with a total notional amount of $ 28.9 million as of December 31, 2023. We do not use derivative financial instruments for trading or speculative purposes. 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 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. Ltd. 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 $ 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 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. The fair values of derivative instruments held are as follows: Derivative assets (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 Derivatives not designated as hedging instruments: Foreign currency forward contracts Other current assets $ 1,186 $ 3,809 Other derivative instruments Other current assets 38 73 Derivative liabilities (amounts in thousands) Balance Sheet Location December 31, 2023 December 31, 2022 Derivatives not designated as hedging instruments: Foreign currency forward contracts Accrued expenses and other current liabilities $ 2,975 $ 3,058 Other derivative instruments Accrued expenses and other current liabilities $ 21 288 F-42 Back to top Note 24. Fair Value of Financial Instruments We record financial assets and liabilities at fair value based on FASB guidance related to fair value measurements. The guidance requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Three levels of inputs may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Quoted market-based inputs or unobservable inputs that are corroborated by market data. Level 3 – Unobservable inputs that are not corroborated by market data. The recorded carrying amounts and fair values of these instruments were as follows: December 31, 2023 (amounts in thousands) Carrying Amount Total Fair Value Level 1 Level 2 Level 3 Assets measured at NAV (1) Assets: Cash equivalents $ 71,139 $ 71,139 $ 71,139 $ — $ — $ — Derivative assets, recorded in other current assets 1,224 1,224 — 1,224 — — Deferred compensation plan assets, recorded in other assets 2,098 2,098 — 2,098 — — Pension plan assets: Cash and short-term investments 17,317 17,317 17,317 — — — U.S. Government and agency obligations 48,600 48,600 48,600 — — Corporate and foreign bonds 133,819 133,819 — 133,819 — — Asset-backed securities 6,885 6,885 — 6,885 — — Mutual funds 34,076 34,076 — 34,076 — — Common and collective funds 38,882 38,882 — — — 38,882 Liabilities: Debt, recorded in long-term debt and current maturities of long-term debt $ 1,232,780 $ 1,209,961 $ — $ 1,209,961 $ — $ — Derivative liabilities, recorded in accrued expenses and other current liabilities 2,996 2,996 — 2,996 — — F-43 Back to top December 31, 2022 (amounts in thousands) Carrying Amount Total Fair Value Level 1 Level 2 Level 3 Assets measured at NAV (1) Assets: Cash equivalents $ 6,078 $ 6,078 $ 6,078 $ — $ — $ — Derivative assets, recorded in other current assets 20,117 20,117 — 20,117 — — Deferred compensation plan assets, recorded in other assets 725 725 — 725 — — Pension plan assets: Cash and short-term investments 10,184 10,184 10,184 — — — U.S. Government and agency obligations 35,657 35,657 35,657 — — — Corporate and foreign bonds 127,618 127,618 — 127,618 — — Equity securities 18,971 18,971 18,971 — — — Mutual funds 61,750 61,750 — 61,750 — — Common and collective funds 60,297 60,297 — — — 60,297 Liabilities: Debt, recorded in long-term debt and current maturities of long-term debt $ 1,758,480 $ 1,554,621 $ — $ 1,554,621 $ — $ — Derivative liabilities, recorded in accrued expenses and other current assets 3,346 3,346 — 3,346 — — (1) Certain pension assets that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. These include investments in large cap equity and commingled real estate funds, which are valued using the NAV provided by the administrator of the funds. Redemption of these funds is not subject to restriction. 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. Deferred compensation plan assets reported in level 2 consist of mutual funds. There are no material non-financial assets or liabilities as of December 31, 2023 or December 31, 2022. Note 25. Commitments and Contingencies Litigation – We are involved in various legal proceedings, claims, and government audits arising in the ordinary course of business. We record our best estimate of a loss when the loss is considered probable and the amount of such loss can be reasonably estimated. When a loss is probable and there is a range of estimated loss with no best estimate within the range, we record the minimum estimated liability related to the lawsuit or claim. As additional information becomes available, we reassess the potential liability and revise our accruals, if necessary. Because of uncertainties related to the resolution of lawsuits and claims, the ultimate outcome may differ materially from our estimates. Other than the matters described below, there were no proceedings or litigation matters involving the Company or its property as of December 31, 2023 that we believe would have a material adverse effect on our consolidated financial position or cash flows, although they could have a material adverse effect on our operating results for a particular reporting period. Steves & Sons, Inc. vs JELD-WEN, Inc. – 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 & Sons, Inc. (“Steves”) filed a claim against JWI in the U.S. District Court for the Eastern District of Virginia, Richmond Division (the “Eastern District of Virginia”). The complaint alleged that our acquisition of CMI, a competitor in the molded door skins market, together with subsequent price increases and other alleged acts and omissions, violated antitrust laws, and constituted a breach of contract and breach of warranty. Specifically, the complaint alleged that our acquisition of CMI substantially lessened competition in the molded door skins market. The complaint sought declaratory relief, ordinary and treble damages, and injunctive relief, including divestiture of certain assets acquired in the CMI acquisition. F-44 Back to top In February 2018, a jury in the Eastern District of Virginia returned a verdict that was unfavorable to JWI with respect to Steves’ claims that our acquisition of CMI violated Section 7 of the Clayton Act, and found that JWI breached the supply agreement between the parties (the “Original Action”). The verdict awarded Steves $ 12.2 million for past damages under both the Clayton Act and breach of contract claims and $ 46.5 million in future lost profits under the Clayton Act claim. During the course of the proceedings in the Eastern District of Virginia, we discovered certain facts that led us to conclude that Steves, its principals, and certain former employees of the Company had misappropriated Company trade secrets, violated the terms of various agreements between the Company and those parties, and violated other laws. On May 11, 2018, a jury in the Eastern District of Virginia returned a verdict on our trade secrets claims against Steves and awarded damages in the amount of $ 1.2 million. The presiding judge entered a judgment in our favor for those damages, and the entire amount has been paid by Steves. On August 16, 2019, the presiding judge granted Steves’ request for an injunction, prohibiting us from pursuing certain claims against individual defendants pending in Bexar County, Texas (the “Steves Texas Trade Secret Theft Action”). 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 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. Specifically, the court awarded $ 139.4 million as future antitrust damages in the event the divestiture order was overturned on appeal and $ 9.9 million as past contract damages in the event both the divestiture and antitrust claims were overturned on appeal. On April 12, 2019, Steves filed a petition requesting an award of its fees and a bill of costs, seeking $ 28.4 million in attorneys’ fees and $ 1.7 million in costs in connection with the Original Action. On November 19, 2019, the presiding judge entered an order for further relief awarding Steves an additional $ 7.1 million in damages for pricing differences from the date of the underlying jury verdict through May 31, 2019 (the “Pricing Action”). We also appealed that ruling. On April 14, 2020, Steves filed a motion for further supplemental relief for pricing differences from the date of the prior order and going forward through the end of the parties’ current supply agreement (the “Future Pricing Action”). We opposed that request for further relief. JELD-WEN filed a supersedeas bond and notice of appeal of the judgment, which was heard by the Fourth Circuit on May 29, 2020. On February 18, 2021, the Fourth Circuit issued its decision on appeal in the Original Action, affirming the Amended Final Judgment Order in part and vacating and remanding in part. The Fourth Circuit vacated the Eastern District of Virginia’s alternative $ 139.4 million lost-profits award, holding that award was premature because Steves has not suffered the purported injury on which its claim for future lost profits rests. The Fourth Circuit also vacated the Eastern District of Virginia’s judgment for Sam Steves, Edward Steves, and John Pierce on JELD-WEN’s trade secrets claims. The Fourth Circuit affirmed the Eastern District of Virginia’s finding of antitrust injury and its award of $ 36.5 million in past antitrust damages. It also affirmed the Eastern District of Virginia’s divestiture order, while clarifying that JELD-WEN retains the right to challenge the terms of any divestiture, including whether a sale to any particular buyer will serve the public interest, and made clear that the Eastern District of Virginia may need to revisit its divestiture order if the special master who has been appointed by the presiding judge cannot locate a satisfactory buyer. JELD-WEN then filed a motion for rehearing en banc with the Fourth Circuit that was denied on March 22, 2021. Following a thorough review, and consistent with our practice, we concluded that it is in the best interest of the Company and its stakeholders to move forward with the divestiture of Towanda and certain related assets. Although the Company did not seek Supreme Court review of the Fourth Circuit’s February 18, 2021 decision, the Company retains the legal right to challenge the divestiture process and the final divestiture order. We made estimates related to the divestiture in the preparation of our financial statements; however, there can be no guarantee that the divestiture will be consummated. The divestiture process is ongoing, and the special master is overseeing this process. Although the Company has decided to divest, we continue to believe that Steves’ claims lacked merit and that it was not entitled to the extraordinary remedy of divestiture. We continue to believe that the judgment in accordance with the verdict was improper under applicable law. During the pendency of the Original Action, on February 14, 2020, Steves filed a complaint and motion for preliminary injunction in the Eastern District of Virginia alleging that we breached the long-term supply agreement between the parties, including, among other claims, by incorrectly calculating the allocation of door skins owed to Steves (the “Allocation Action”). Steves sought an additional allotment of door skins and damages for violation of antitrust laws, tortious interference, and breach of contract. On April 10, 2020, the presiding judge granted Steves’ motion for preliminary injunction, and the parties settled the issues underlying the preliminary injunction on April 30, 2020 and the Company reserved the right to appeal the ruling in the Fourth Circuit. The Company believed all the claims lacked merit and moved to dismiss the antitrust and tortious interference claims. 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 F-45 Back to top 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. The parties agreed to bear their own respective attorneys’ fees and costs in these actions. In partial consideration of the settlement, JWI and Steves entered into an amended supply agreement satisfactory to both parties that, by its terms, ended on September 10, 2021. This settlement had no effect on the Original Action between the parties except to agree that certain specific terms of the Amended Final Judgment Order in the Original Action would apply to the amended supply agreement during the pendency of the appeal of the Original Action. On April 2, 2021, JWI and Steves filed a stipulation regarding the amended supply agreement in the Original Action, stating that regardless of whether the case remains on appeal as of September 10, 2021, and absent further order of the court, the amended supply agreement would be extended until the divestiture of Towanda and certain related assets is complete and Steves’ new supply agreement with the company that acquires Towanda is in effect. We continue to believe the claims in the settled actions lacked merit and made no admission of liability in these matters. On October 7, 2021, we entered into a settlement agreement with Steves to resolve the following: (i) Steves’ past and any future claims for attorneys’ fees, expenses, and costs in connection with the Original Action, except that Steves and JWI each reserved the right to seek attorneys’ fees arising out of any challenge of the divestiture process or the final divestiture order; (ii) the Steves Texas Trade Secret Theft Action and the related Fourth Circuit appeal of the Eastern District of Virginia’s injunction in the Original Action; (iii) the past damages award in the Original Action; and (iv) any and all claims and counterclaims, known or unknown, that were asserted or could have been asserted against each other from the beginning of time through the date of the settlement agreement. As a result of the settlement, the parties filed a stipulated notice of satisfaction of the past antitrust damages judgment and a stipulated notice of settlement of Steves’ claim for attorneys’ fees, expenses, and costs against JWI in the Original Action, and Steves filed a notice of withdrawal of its motion for attorneys’ fees and expenses and bill of costs in the Original Action. The Company also filed a notice of dismissal with prejudice and agreed to take no judgment in the Steves Texas Trade Secret Theft Action, and the parties filed a joint agreement for dismissal of the injunction appeal in the Fourth Circuit. On November 3, 2021, we paid $ 66.4 million to Steves under the settlement agreement. Cambridge Retirement System v. JELD-WEN Holding, Inc., et al. – On February 19, 2020, Cambridge Retirement System filed a putative class action lawsuit in the Eastern District of Virginia against the Company, current and former Company executives, and various Onex-related entities alleging violations of Section 10(b) and Rule 10b-5 of the Exchange Act, as well as violations of Section 20(a) of the Exchange Act against the individual defendants and Onex-related entities (“Cambridge”). The lawsuit sought compensatory damages, equitable relief, and an award of attorneys’ fees and costs. On May 8, 2020, the Public Employees Retirement System of Mississippi and the Plumbers and Pipefitters National Pension Fund were named as co-lead plaintiffs and filed an amended complaint on June 22, 2020. 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. The deadline to appeal the entry of the final approval order and judgment was December 22, 2021, and no party or class member filed an appeal. The Company continues to believe that the plaintiffs’ claims lacked merit and has denied any liability or wrongdoing for the claims made against the Company. In re JELD-WEN Holding, Inc. Derivative Litigation – On February 2, 2021, Jason Aldridge, on behalf of the Company, filed a derivative action in the U.S. District Court for the District of Delaware against certain current and former executives and directors of the Company, alleging that the individual defendants breached their fiduciary duties by allowing the wrongful acts alleged in the Steves and Cambridge actions, as well as violations of Section 14(a) and 20(a) of the Exchange Act, unjust enrichment, and waste of corporate assets among other allegations (the “Aldridge Action”). The lawsuit sought compensatory damages, equitable relief, and an award of attorneys’ fees and costs. The plaintiff filed an amended complaint on May 10, 2021. On June 21, 2021, prior to a response from the Company in the Aldridge Action, Shieta Black and the Board of Trustees of the City of Miami General Employees’ & Sanitation Employees’ Retirement Trust, on behalf of the Company, filed a derivative action in the U.S. District Court for the District of Delaware against certain current and former executives and directors of the Company and Onex Corporation (“Onex”), alleging that the defendants breached their fiduciary duties by allowing the wrongful acts alleged in the Steves and Cambridge actions, as well as insider trading, and unjust enrichment among other allegations (the “Black Action”). The lawsuit sought compensatory damages, corporate governance reforms, restitution, equitable relief, and an award of attorneys’ fees and costs. The court granted the Black and Aldridge plaintiffs in motion to consolidate the lawsuits on July 16, 2021. On June 20, 2022, the parties entered into a settlement agreement of the consolidated matters, which was approved by the Court on approval of the December 20, 2022, and the cases were dismissed with prejudice. In January 2023, the Company, F-46 Back to top 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. We subsequently received additional complaints from and on behalf of direct and indirect purchasers of interior molded doors. The suits were consolidated into two separate actions, a Direct Purchaser Action and an Indirect Purchaser Action. The suits alleged that Masonite and JELD-WEN violated Section 1 of the Sherman Act, and in the Indirect Purchaser Action, related state law antitrust and consumer protection laws, by engaging in a scheme to artificially raise, fix, maintain, or stabilize the prices of interior molded doors in the United States. The complaints sought ordinary and treble damages, declaratory relief, interest, costs, and attorneys’ fees. 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. In addition, on September 4, 2020, JELD-WEN and Masonite entered into a separate settlement agreement with the putative Indirect Purchaser class to resolve the Indirect Purchaser Action. Each defendant agreed to pay $ 9.75 million to the named plaintiffs and the settlement class in exchange for a full release of claims through the execution date of the settlement agreement. The final fairness hearing in the Direct Purchaser Action was held on June 2, 2021, and the court entered a final approval order and judgment on June 3, 2021. On June 17, 2021, the Company made the settlement payment to the named plaintiffs and the settlement class in the Direct Purchaser Action. The deadline to appeal the entry of the final approval order and judgment was July 7, 2021, and no party or class member filed an appeal. The final fairness hearing in the Indirect Purchaser Action was held on July 26, 2021 and the court issued a final approval order and judgment on July 27, 2021. On August 10, 2021, the Company made the settlement payment to the named plaintiffs and the settlement class in the Indirect Purchaser Action. The deadline to appeal the entry of the final approval order and judgment was August 26, 2021, and no party or class member filed an appeal. The Company continues to believe that the plaintiffs’ claims lacked merit and has denied any liability or wrongdoing for the claims made against the Company. Canadian Antitrust Litigation – On May 15, 2020, Développement Émeraude Inc., on behalf of itself and others similarly situated, filed a putative class action lawsuit against the Company and Masonite in the Superior Court of the Province of Quebec, Canada, which was served on us on September 18, 2020 (“the Quebec Action”). The putative class consists of any person in Canada who, since October 2012, purchased one or more interior molded doors from the Company or Masonite. The suit alleges an illegal conspiracy between the Company and Masonite to agree on prices, the distribution of market shares and/or the production levels of interior molded doors and that the plaintiffs suffered damages in that they were charged and paid higher prices for interior molded doors than they would have had to pay but for the alleged anti-competitive conduct. The plaintiffs are seeking compensatory and punitive damages, attorneys’ fees and costs. On September 9, 2020, Kate O’Leary Swinkels, on behalf of herself and others similarly situated, filed a putative class action against the Company and Masonite in the Federal Court of Canada, which was served on us on September 29, 2020 (the “Federal Court Action”). The Federal Court Action makes substantially similar allegations to the Quebec Action and the putative class is represented by the same counsel. In February 2021, the plaintiff in the Federal Court Action issued a proposed Amended Statement of Claim that replaced the named plaintiff, Kate O’Leary Swinkels, with David Regan. The plaintiff has sought a stay of the Quebec Action while the Federal Court Action proceeds. We anticipate a hearing on the certification of the Federal Court Action in 2023. The Company believes both the Quebec Action and the Federal Court Action lack merit and intends to vigorously defend against them. 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. See Note 10 - Accrued Expenses and Other Current Liabilities . While we expect a favorable resolution to these matters, the dispute resolution process could be lengthy, and if the plaintiffs were to prevail completely or substantially in the respective matters described above, such an outcome could have a material adverse effect on our operating results, consolidated financial position, or cash flows. Self-Insured Risk – We self-insure substantially all of our domestic business liability risks including general liability, product liability, warranty, personal injury, auto liability, workers’ compensation, and employee medical benefits. 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 F-47 Back to top 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. Actual self-insurance losses may vary significantly from these estimates. 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, 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. 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. From time to time and in limited geographic areas, we have entered into agreements for the sale of our products to certain customers that provide additional indemnifications for liabilities arising from construction or product defects. We cannot estimate the potential magnitude of such exposures, but to the extent specific liabilities have been identified related to product sales, liabilities have been provided in the warranty accrual in the accompanying consolidated balance sheets. Other Financing Arrangements – At times we are required to provide letters of credit, surety bonds, or guarantees to meet various performance, legal, warranty, environmental, workers compensation, licensing, utility, and governmental requirements. Stand-by letters of credit are provided to certain customers and counterparties in the ordinary course of business as credit support for contractual performance guarantees, advanced payments received from customers, and future funding commitments. The stated values of these letters of credit agreements, surety bonds, and guarantees were $ 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. We record a liability for remediation costs when it is probable that we will be responsible for such costs and the costs can be reasonably estimated. These environmental liabilities are estimated based on current available facts and current laws and regulations. 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, 2023 and December 31, 2022, 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. In 2008, we entered into an Agreed Order with the WADOE to assess historic environmental contamination and remediation feasibility at the site. As part of the order, we agreed to develop a CAP, arising from the feasibility assessment. In December 2020, we submitted to the WADOE a draft feasibility assessment with an array of remedial alternatives, which we considered substantially complete. During 2021, several comment rounds were completed as well as the identification of the Port of Everett and W&W Everett Investment LLC as additional PLPs, with respect to this matter with each PLP being jointly and severally liable for the cleanup costs. The WADOE received the final feasibility assessment on December 31, 2021, containing various remedial alternatives with its preferred remedial alternatives totaling $ 23.4 million. Based on this study, we have determined our range of possible outcomes to be $ 11.8 million to $ 33.4 million. On March 1, 2022, we 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; however, the contents and cost of the final CAP and allocation of the responsibility between the identified PLPs could vary materially from our estimates. Towanda, Pennsylvania Consent Order – In December 2020, we entered into a COA with the PaDEP to remove a pile of wood fiber waste from our site in Towanda, Pennsylvania, which we acquired in connection with our acquisition of CMI in 2012, by using it as fuel for a boiler at that site. 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. 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. We currently anticipate meeting all applicable removal deadlines; however, if our operations should change, additional alternatives would be evaluated to meet the prescribed removal timeline. F-48 Back to top 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 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. Note 26. Employee Retirement and Pension Benefits U.S. Defined Benefit Pension Plan Certain U.S. hourly employees participate in our defined benefit pension plan. The plan is not open to new employees. In 2020, we elected to utilize the alternative method when calculating the Pension Benefit Guarantee Corporation premiums for 2020 and the succeeding four years. 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: (amounts in thousands) Components of pension benefit expense - U.S. benefit plan 2023 2022 2021 Service cost $ 7,400 $ 3,470 $ 2,690 Interest cost 16,602 10,556 8,870 Expected return on plan assets ( 18,860 ) ( 21,424 ) ( 22,234 ) Amortization of net actuarial pension loss 480 1,798 9,092 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 % Expected long-term rate of return on assets 6.20 % 5.25 % 5.75 % Compensation increase rate N/A N/A N/A In October 2019, the Society of Actuaries released the PRI-2012 Mortality Tables (update to RP-2014 mortality tables), which were adopted in 2019 and represent our best estimate of future experience for the base mortality table. The Society of Actuaries has released annual updates to the mortality improvement projection scale that was first released in 2014, with the most recent annual update being Scale MP-2020. We adopted the use of Scale MP-2020 as of December 31, 2020 as it represents our best estimate of future mortality improvement projection experience as of the measurement dates. 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. The policies set forth stated objectives and a structure for managing assets, which includes various asset classes and investment management styles that, in the aggregate, are expected to produce a sufficient level of diversification and investment return over time and provide for the availability of funds for benefits as they become due. The policies also provide guidelines for each investment portfolio that control the level of risk assumed in the portfolio and ensure that assets are managed in accordance with stated objectives. The plan invests primarily in publicly traded equity and debt securities as directed by the plan’s investment committee. The target asset allocation is determined by reference to the plan’s funded status percentage. The target allocation of plan assets was 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. F-49 Back to top (amounts in thousands) Change in fair value of plan assets - U.S. benefit plan 2023 2022 Balance as of January 1, $ 314,477 $ 418,947 Actual return on plan assets 36,191 ( 80,997 ) Benefits paid ( 20,041 ) ( 20,060 ) Administrative expenses paid ( 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 as of December 31 each year, as summarized below: (amounts in thousands) Change in projected benefit obligation - U.S. benefit plan 2023 2022 Balance as of January 1, $ 325,479 $ 445,268 Service cost 7,400 3,470 Interest cost 16,602 10,556 Actuarial loss (gain) 8,296 ( 110,342 ) Benefits paid ( 20,041 ) ( 20,060 ) Administrative expenses paid ( 4,381 ) ( 3,413 ) Plan Settlements ( 49,459 ) — Balance at period end $ 283,896 $ 325,479 Discount rate 5.05 % 5.39 % Compensation increase rate N/A N/A As of December 31, 2023, the plan’s estimated benefit payments for the next ten years are as follows (amounts in thousands): 2024 $ 19,799 2025 20,061 2026 20,228 2027 20,349 2028 20,398 2029-2033 100,415 The Company made no cash contributions to the plan for the years ended December 31, 2023 and December 31, 2022. During fiscal year 2024, no cash contributions are required to be made to the plan. The plan’s accumulated benefit obligation of $ 283.9 million is determined by taking the projected benefit obligation and removing the impact of the assumed compensation increases. The plan’s funded status as of December 31 is as follows: (amounts in thousands) Long-term unfunded pension liability - U.S. benefit plan 2023 2022 Projected benefit obligation at end of period $ 283,896 $ 325,479 Fair value of plan assets at end of period ( 279,579 ) ( 314,477 ) Long-term unfunded pension liability $ 4,317 $ 11,002 F-50 Back to top Net actuarial pension losses are recorded in consolidated other comprehensive income (loss) for the years ended December 31 are as follows: (amounts in thousands) Accumulated other comprehensive loss - U.S. benefit plan 2023 2022 2021 Net actuarial pension loss beginning of period $ 43,113 $ 52,832 $ 102,161 Amortization of net actuarial loss ( 480 ) ( 1,798 ) ( 9,092 ) 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 11,113 8,059 5,603 Net actuarial pension loss at end of period, net of tax $ 37,571 $ 51,172 $ 58,435 Non-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. 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. (amounts in thousands) Components of pension benefit expense - Non-U.S. benefit plans 2023 2022 2021 Service cost $ 1,275 $ 1,842 $ 2,035 Interest cost 879 349 205 Amortization of net actuarial pension loss 45 311 645 Pension benefit expense $ 2,199 $ 2,502 $ 2,885 Discount rate 3.1 % - 3.8 % 3.3 % - 3.7 % 0.8 % - 1.6 % Compensation increase rate 0.0 % - 3.5 % 0.0 % - 3.5 % 0.5 % - 2.5 % 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) Change in projected benefit obligation - Non-U.S. benefit plans 2023 2022 Balance as of January 1, $ 24,491 $ 33,154 Service cost 1,275 1,842 Interest cost 879 349 Actuarial gain 1,162 ( 5,968 ) Benefits paid ( 1,892 ) ( 1,700 ) Cumulative translation adjustment 1,085 ( 3,186 ) Balance at period end $ 27,000 $ 24,491 Discount rate 3.1 % - 3.8 % 3.3 % - 3.7 % Compensation increase rate 0.0 % - 3.5 % 0.0 % - 3.5 % As of December 31, 2023, the estimated benefit payments for the non-U.S. plans over the next ten years are as follows (amounts in thousands): F-51 Back to top 2024 $ 1,370 2025 1,279 2026 1,377 2027 1,696 2028 1,956 2029-2033 9,550 The accumulated benefit obligations of $ 23.6 million for the non-U.S. plans are determined by taking the projected benefit obligation and removing the impact of the assumed compensation increases. We expect to contribute $ 1.4 million to the non-U.S. plans in 2024. The funded status of these plans as of December 31 are as follows: (amounts in thousands) Unfunded pension liability - Non-U.S. benefit plans 2023 2022 Long-term unfunded pension liability $ 22,185 $ 20,107 Current portion 4,815 4,384 Total unfunded pension liability $ 27,000 $ 24,491 The current portion of the unfunded pension liability is recorded in accrued payroll and benefits 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: (amounts in thousands) Accumulated other comprehensive loss - Non-U.S. benefit plans 2023 2022 2021 Net actuarial pension loss beginning of period $ 2,273 $ 9,913 $ 12,811 Amortization of net actuarial loss ( 45 ) ( 532 ) ( 857 ) Net (gain) loss occurring during year 1,163 ( 6,457 ) ( 931 ) Effect of curtailment — ( 167 ) — Divestiture of JW Australia benefit plans ( 1,442 ) — — Cumulative translation adjustment 68 ( 484 ) ( 1,110 ) Net actuarial pension loss at end of period 2,017 2,273 9,913 Tax benefit ( 399 ) ( 632 ) ( 2,280 ) Net actuarial pension loss at end of period, net of tax $ 1,618 $ 1,641 $ 7,633 Defined Contribution Benefit Plans – We have defined contribution benefit plans covering certain U.S. and non-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. F-52 Back to top Note 27. Supplemental Cash Flow Information Year Ended (amounts in thousands) December 31, 2023 December 31, 2022 December 31, 2021 Cash Operating Activities: Operating leases $ 50,995 $ 58,575 $ 59,190 Interest payments on financing lease obligations 331 161 205 Cash paid for amounts included in the measurement of lease liabilities $ 51,326 $ 58,736 $ 59,395 Cash Investing Activities: Purchases of securities for deferred compensation plan $ ( 1,206 ) $ ( 834 ) $ — Sale of securities for deferred compensation plan 66 106 — Change in securities for deferred compensation plan $ ( 1,140 ) $ ( 728 ) $ — Issuances of notes receivable $ ( 58 ) $ ( 55 ) $ ( 52 ) Cash received on notes receivable 319 149 4,218 Change in notes receivable $ 261 $ 94 $ 4,166 Non-cash Investing Activities: Property, equipment, and intangibles purchased in accounts payable $ 10,025 $ 4,987 $ 6,753 Property, equipment, and intangibles purchased with debt 14,045 9,779 8,839 Customer accounts receivable converted to notes receivable 293 49 141 Cash Financing Activities: Proceeds from issuance of new debt $ — $ — $ 548,625 Borrowings on long-term debt 127,336 779,977 37,306 Payments of long-term debt ( 684,766 ) ( 767,248 ) ( 666,534 ) Payments of debt issuance and extinguishment costs, including underwriting fees ( 3,908 ) — ( 5,448 ) 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 $ 1,880 $ 1,792 $ 2,090 Non-cash Financing Activities: Prepaid insurance funded through short-term debt borrowings $ 16,628 $ 16,486 $ 13,048 Shares repurchased in accounts payable — — 1,066 Accounts payable converted to installment notes 176 1,279 69 Other Supplemental Cash Flow Information: Cash taxes paid, net of refunds $ 48,092 $ 44,723 $ 36,513 Cash interest paid 74,735 80,613 74,953 F-53 Back to top Note 28. Summarized Quarterly Financial Information (Unaudited) . 2023 (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 ) 2022 (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. 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