What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-20 · 740 added, 737 removed, 1418 unchanged (51% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), which are designed to ensure that information required to be disclosed by

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

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

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 CEO and 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, 2024.

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, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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 conducted 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.

1 unchanged sentence

The effectiveness of our internal control over financial reporting as of December 31, 2024, 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.

During the three months ended December 31, 2024, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 9C - Disclosures Regarding Foreign Jurisdictions that Prevent Inspections

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

The other information required by this item is incorporated by reference to the Company’s definitive Proxy Statement for its 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”).

Except as provided below, the other information required by this item is incorporated by reference to the Company’s definitive Proxy Statement for its 2025 Annual Meeting of Stockholders to be held on April 24, 2025, 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”).

Our Board has adopted a securities trading and disclosure policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the exchange listing standards applicable to us.

In addition, it is our policy to comply with applicable securities and state laws, including insider trading laws, when engaging in transactions in our securities.

A copy of our securities trading and disclosure policy is filed as Exhibit 19.1 to this Form 10-K.

Item 11 - Executive Compensation

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(2) Consists of shares underlying 1,296,666 stock options, 1,790,096 RSUs, and 535,460 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.

(3) The 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.

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Exhibit Filing Date

2.1 Asset Purchase Agreement, dated October 11, 2024, by and between JELD-WEN, Inc., WG Towanda LLC and Woodgrain Inc., effective December 13, 2024.

8-K 001-38000 2.1 December 19, 2024

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

4 unchanged sentences

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).

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 m of Note).

8-K 001-38000 4.1 December 14, 2017

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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

4.6 Indenture, dated as of August 22, 2024, among JELD-WEN Holding, Inc., the guarantors party thereto and Truist Bank, as trustee (including form of Notes).

8-K 001-38000 4.1 August 22, 2024

4.7 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.

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10-Q 001-38000 4.4 November 3, 2020

Exhibit Description Form File No.

Exhibit Filing Date

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

6 unchanged sentences

S-1/A 333-211761 10.1.2 November 17, 2016

Exhibit Description Form File No.

Exhibit Filing Date

10.4 Amendment No.

39 unchanged sentences

8-K 001-38000 10.2 June 16, 2023

Exhibit Description Form File No.

Exhibit Filing Date

10.17 Amendment No.

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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.

6 unchanged sentences

10-K 001-38000 10.20 February 22, 2022

Exhibit Description Form File No.

Exhibit Filing Date

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

3 unchanged sentences

2017 Omnibus Plan.

10-K 001-38000 10.26 February 20, 2024

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

2017 Omnibus Plan.

10-K 001-38000 10.27 February 20, 2024

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

2017 Omnibus Plan.

10-K 001-38000 10.28 February 20, 2024

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

2017 Omnibus Plan (2025 and after grants).

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

2017 Omnibus Plan (2025 and after grants).

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

2017 Omnibus Plan (2025 and after grants).

10.29+ JELD-WEN Holding, Inc.

2025 Management Incentive Plan.

8-K 001-38000 10.1 February 11, 2025

10.30+ Form of Indemnification Agreement.

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10-Q 001-38000 10.2 September 24, 2022

10.33*+ Separation and Release Agreement with Kevin Lilly, effective January 3, 2025.

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

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19.1 Securities Trading and Disclosure Policy

10-K 001-38000 19.1 February 20, 2024

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.

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Incentive Compensation Clawback Policy

10-K 001-38000 97.1 February 20, 2024

101.INS* Inline XBRL Instance Document.

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

Exhibit Description Form File No.

Exhibit Filing Date

* Filed herewith.

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JELD-WEN HOLDING, INC.

/s/ Julie Albrecht

Julie Albrecht

/s/ Samantha L.

Executive Vice President and Chief Financial Officer

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POWER OF ATTORNEY

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

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Samantha L.

Stoddard and James S.

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

/s/ William J.

Christensen Chief Executive Officer and Director

(Principal Executive Officer) February 20, 2025

/s/ Julie Albrecht Chief Financial Officer

/s/ Samantha L.

Stoddard Chief Financial Officer

(Principal Financial Officer) February 20, 2025

Julie Albrecht

/s/ Michael Leon Chief Accounting Officer

/s/ Michael A.

Leon Chief Accounting Officer

(Principal Accounting Officer) February 20, 2025

/s/ David Nord Chair February 20, 2024

Nord Chair February 20, 2025

/s/ Antonella B.

Franzen Director February 20, 2025

/s/ Catherine A.

Halligan Director February 20, 2025

Catherine Halligan

/s/ Michael F.

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Joubert Director February 20, 2025

/s/ Cynthia Marshall Director February 20, 2024

Cynthia Marshall

/s/ Suzanne Stefany Director February 20, 2024

Suzanne Stefany

Signature Title Date

/s/ Bruce Taten Director February 20, 2024

/s/ Cynthia G.

Marshall Director February 20, 2025

Taten Director February 20, 2025

/s/ Roderick C.

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

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

Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Equity for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022

Notes to Consolidated Financial Statements

Description of Company and Summary of Significant Accounting Policies

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Supplemental Cash Flow Information

Summarized Quarterly Financial Information (Unaudited) F- 54

Report of Independent Registered Public Accounting Firm

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

and its subsidiaries (the “Company”) as of December 31, 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”).

and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive (loss) income, of equity and of cash flows for each of the three years in the period ended December 31, 2024, 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, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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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.

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

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s consolidated goodwill balance was $315.2 million as of December 31, 2024, and the goodwill associated with the Europe and North America reporting units were $134.1 million and $181.0 million, respectively.

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

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;

During the third quarter of 2024, management determined that a triggering event occurred requiring an interim goodwill impairment test for the Europe reporting unit as of September 28, 2024.

Based upon the results of the interim impairment assessment, management concluded the carrying value of the Europe reporting unit exceeded its fair value and recorded a goodwill impairment charge of $63.4 million.

Management performed the annual impairment assessments during the fourth quarter and quantitatively determined that the fair value of the North America reporting unit exceeded its net carrying amount and no goodwill impairment existed.

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

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

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

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to (a) revenue growth rates, expected EBITDA margins, discount rates, and terminal growth rates for the Europe and North America reporting units and (b) the capital expenditures and income tax rates for the Europe reporting unit;

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;

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

These procedures included, among others (i) testing management’s process for developing the fair value estimates of the Europe and North America reporting units;

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

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

and (iv) evaluating the reasonableness of the significant assumptions used by management related to (a) revenue growth rates, expected EBITDA margins, discount rates, and terminal growth rates for the Europe and North America reporting units and (b) the capital expenditures and income tax rates for the Europe reporting unit.

Evaluating management’s assumptions related to (a) revenue growth rates and expected EBITDA margins for the Europe and North America reporting units and (b) the capital expenditures and income tax rates for the Europe reporting unit involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Europe and North America reporting units;

(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.

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

/s/ PricewaterhouseCoopers LLP

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CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended December 31,

Year Ended December 31,

(amounts in thousands, except share and per share data) 2024 2023 2022

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Goodwill impairment ( Note 6 )

Restructuring and asset related charges ( Note 19 )

94,801 — 54,885

Operating income 141,600 59,336 215,847

Interest expense, net ( Note 21 )

Restructuring and asset-related charges ( Note 19 )

68,092 35,741 17,622

Loss on extinguishment of debt ( Note 12 )

Operating (loss) income ( 126,446 ) 141,600 59,336

Interest expense, net 67,237 72,258 82,505

Loss on extinguishment and refinancing of debt ( Note 12 )

1,908 6,487 —

1 unchanged sentence

( 24,773 ) ( 25,719 ) ( 53,433 )

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

(Loss) income from continuing operations before taxes ( 170,818 ) 88,574 30,264

Income tax expense ( Note 15 )

16,762 63,339 18,041

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

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

(Loss) income from continuing operations, net of tax ( 187,580 ) 25,235 12,223

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

( 1,440 ) 15,699 —

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

— 21,511 33,504

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

Net (loss) income $ ( 189,020 ) $ 62,445 $ 45,727

Weighted average common shares outstanding ( Note 17 ) :

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Diluted 84,989,963 85,874,035 87,075,176

Net income per share from continuing operations

Net (loss) income per share from continuing operations

Basic $ ( 2.21 ) $ 0.30 $ 0.14

Diluted $ ( 2.21 ) $ 0.29 $ 0.14

Net income per share from discontinued operations

Net (loss) income per share from discontinued operations

Basic $ ( 0.02 ) $ 0.44 $ 0.39

Diluted $ ( 0.02 ) $ 0.43 $ 0.38

Net income per share

Net (loss) income per share

Basic $ ( 2.22 ) $ 0.73 $ 0.53

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JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the Years Ended December 31,

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

Year Ended December 31,

(amounts in thousands) 2024 2023 2022

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

Net (loss) income $ ( 189,020 ) $ 62,445 $ 45,727

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustments, net of tax (benefit) expense of $( 34 ), $ 2,301 and $ 1,502 , respectively.

( 37,336 ) 45,859 ( 71,811 )

Foreign currency hedge adjustments, net of tax expense of $ 23 , $ 0 and $ 0 , respectively.

Interest rate hedge adjustments, net of tax (benefit) expense of $( 35 ), $( 4,076 ) and $ 3,268 , respectively.

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2,940 13,624 13,255

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

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

Total other comprehensive (loss) income, net of tax ( 34,185 ) 47,324 ( 48,888 )

Comprehensive (loss) income $ ( 223,205 ) $ 109,769 $ ( 3,161 )

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

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126,912 135,563

Current assets of discontinued operations ( Note 2 )

Total current assets 1,199,894 1,494,342

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Other assets 52,142 30,077

Non-current assets of discontinued operations ( Note 2 )

Total assets $ 2,620,169 $ 2,980,125

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Liabilities held for sale ( Note 20 )

Current liabilities of discontinued operations ( Note 2 )

Total current liabilities 624,991 678,909

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Deferred tax liabilities ( Note 15 )

Non-current liabilities of discontinued operations ( Note 2 )

Total liabilities 2,000,107 2,129,480

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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.

900,000,000 shares authorized, par value $ 0.01 per share, 84,653,408 and 85,309,220 shares issued and outstanding, respectively

Additional paid-in capital 769,064 752,171

Retained earnings 192,931 130,486

(Accumulated deficit) retained earnings ( 20,353 ) 192,931

Accumulated other comprehensive loss ( 129,495 ) ( 95,310 )

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Shares issued for exercise/vesting of share-based compensation awards 1,030,848 10 1,069,969 11 1,128,181 11

1,069,969 11 1,128,181 11 1,011,439 10

Shares repurchased ( 1,600,000 ) ( 16 ) — — ( 6,848,356 ) ( 69 )

— — ( 6,848,356 ) ( 69 ) ( 11,564,009 ) ( 115 )

Shares surrendered for tax obligations for employee share-based transactions ( 86,660 ) ( 1 ) ( 108,461 ) ( 1 ) ( 125,663 ) ( 1 )

( 108,461 ) ( 1 ) ( 125,663 ) ( 1 ) ( 59,948 ) ( 1 )

Balance at period end 84,653,408 $ 846 85,309,220 $ 853 84,347,712 $ 843

1 unchanged sentence

Balance at beginning of period $ 752,844 $ 735,526 $ 720,124

$ 735,526 $ 720,124 $ 691,360

Shares issued for exercise/vesting of share-based compensation awards 2,868 552 1,998

552 1,998 10,174

Shares surrendered for tax obligations for employee share-based transactions ( 1,440 ) ( 1,637 ) ( 2,764 )

( 1,637 ) ( 2,764 ) ( 1,619 )

Amortization of share-based compensation 15,465 18,403 16,168

18,403 16,168 20,209

Balance at period end 769,737 752,844 735,526

752,844 735,526 720,124

Employee stock notes

Balance at beginning of period ( 673 ) ( 673 ) ( 673 )

( 673 ) ( 673 ) ( 673 )

Net issuances, payments and accrued interest on notes — — —

Balance at period end ( 673 ) ( 673 ) ( 673 )

( 673 ) ( 673 ) ( 673 )

Balance at period end $ 769,064 $ 752,171 $ 734,853

$ 752,171 $ 734,853 $ 719,451

Retained earnings

(Accumulated deficit) retained earnings

Balance at beginning of period $ 192,931 $ 130,486 $ 215,611

$ 130,486 $ 215,611 $ 371,462

Shares repurchased ( 24,264 ) — ( 130,852 )

Net income 62,445 45,727 168,822

Net (loss) income ( 189,020 ) 62,445 45,727

Balance at period end $ ( 20,353 ) $ 192,931 $ 130,486

$ 192,931 $ 130,486 $ 215,611

Accumulated other comprehensive income (loss)

Accumulated other comprehensive loss

Balance at beginning of period $ ( 95,310 ) $ ( 142,634 ) $ ( 93,746 )

$ ( 142,634 ) $ ( 93,746 ) $ ( 58,693 )

Foreign currency adjustments ( 37,336 ) 45,859 ( 71,811 )

Unrealized gain on foreign currency hedges 314 — —

Unrealized (loss) gain on interest rate hedges ( 103 ) ( 12,159 ) 9,668

1 unchanged sentence

Balance at period end $ ( 129,495 ) $ ( 95,310 ) $ ( 142,634 )

$ ( 95,310 ) $ ( 142,634 ) $ ( 93,746 )

Total shareholders’ equity at period end $ 620,062 $ 850,645 $ 723,548

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CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31,

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

Year Ended December 31,

(amounts in thousands) 2024 2023 2022

OPERATING ACTIVITIES

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

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

Net (loss) income $ ( 189,020 ) $ 62,445 $ 45,727

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation and amortization 125,786 140,192 131,754

Deferred income taxes ( 16,984 ) 31,735 ( 4,394 )

Net (gain) loss on disposition of assets ( 10,472 ) ( 7,969 ) 1,979

Net gain on sale of business, property and equipment ( 13,752 ) ( 10,472 ) ( 7,969 )

Goodwill impairment 94,801 — 54,885

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Amortization of deferred financing costs 2,411 2,614 3,150

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

Loss on extinguishment and refinancing of debt 1,246 6,487 —

Loss on foreign currency translation adjustment related to the substantial liquidation of a foreign subsidiary 4,809 — —

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

Share-based compensation expense 15,465 18,403 16,168

Amortization of U.S.

pension expense — 480 1,798

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

Recovery of cost from receipts on impaired notes ( 1,389 ) ( 3,514 ) ( 13,953 )

Other items, net ( 5,295 ) ( 7,439 ) 24,597

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Purchases of property and equipment ( 161,906 ) ( 98,332 ) ( 83,217 )

Proceeds from sale of property and equipment 16,751 11,871 3,166

Proceeds from sale of business, property and equipment 20,671 16,751 11,871

Purchase of intangible assets ( 11,811 ) ( 12,550 ) ( 9,003 )

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

Recovery of cost from interest received on impaired notes

3,514 13,953 —

Recovery of cost from receipts on impaired notes 1,389 3,514 13,953

Cash received for notes receivable 46 261 94

Cash received from insurance proceeds 1,655 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 )

Purchase of securities for deferred compensation plan ( 3,381 ) ( 1,140 ) ( 728 )

Net cash (used in) provided by investing activities ( 153,337 ) 279,174 ( 67,030 )

FINANCING ACTIVITIES

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Effect of foreign currency exchange rates on cash ( 10,344 ) 7,074 ( 19,315 )

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

Net (decrease) increase in cash and cash equivalents ( 138,100 ) 68,279 ( 176,022 )

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

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Cash and cash equivalents at end of period $ 151,047 $ 289,147 $ 220,868

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.

Refer to Note 27 - Supplemental Cash Flow for more information.

Cash flows from discontinued operations through the divestiture date of July 2, 2023, are included in the above amounts and explained in Note 1 — Description of Company and Summary of Significant Accounting Policies and Note 2 — Discontinued Operations.

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

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All intercompany balances and transactions have been eliminated in consolidation.

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

On 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 JW Australia.

On July 2, 2023, we completed the sale.

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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.

Refer to Note 2 - Discontinued Operations for more information.

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.

Share Repurchases – On July 28, 2022, the Board of Directors reduced our previous repurchase authorization of $ 400.0 million to a total aggregate value of $ 200.0 million with no expiration date.

As of December 31, 2024, $ 175.7 million was remaining under the repurchase program.

During the years ended December 31, 2024 and 2022, we paid $ 24.3 million and $ 132.0 million to repurchase 1,600,000 and 6,848,356 shares of our Common Stock, respectively.

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

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

Refer to Note 16 - Capital Stock for more information.

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

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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

During the years ended December 31, 2024 and 2022 no ERC was recorded.

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

The balance is included in other current assets in the accompanying consolidated balance sheets as of December 31, 2024 and 2023.

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

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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.

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

The CODM is the CEO.

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

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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.

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, 2024 and 2023.

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

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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.

Inventories – Inventories in the accompanying consolidated balance sheets are valued at the lower of cost or net realizable value and are determined by the FIFO or average cost methods.

We record provisions to write down obsolete and excess inventory to its estimated net realizable value.

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

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

Capitalized display costs are included in other assets and are amortized over the life of the product lines, typically 1 to 3 years.

For the years ended December 31, 2024, 2023 and 2022, amortization associated with customer displays were $ 5.8 million, $ 3.9 million and $ 1.4 million, respectively, and are included in SG&A expense in the accompanying consolidated statements of operations.

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

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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.

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

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

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

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

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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.

We combine lease and non-lease components for all agreements, except for building leases.

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

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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.

Current accounting guidance provides an entity with 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.

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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.

Fair value computed by these models is arrived at using several 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.

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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.

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

Under the market approach, we utilized a guideline company method in which the fair value of the reporting unit is based on weighting the financial multiples of comparable companies and applying a control premium.

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.

Such changes in assumptions could be caused by items such as prolonged deterioration in economic conditions, a further decline in projected future cash flows, loss of one or more significant customers, failure to control cost increases above what can be recouped in sale price increase, or increases in the discount rates.

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.

W e identified two reporting units:

North America and Europe.

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

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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.

Restructuring – Costs to exit or restructure certain activities of 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.

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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.

Derivative Financial Instruments – Derivative financial instruments are used to manage interest rate risk associated with our borrowings, exposures to certain commodities associated with our material costs 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.

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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.

As of December 31, 2024, 2023 and 2022, 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

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

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.

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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.

Refer to Note 24 - Fair Value of Financial Instruments for more 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.

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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.

The taxes we collect are 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 ).

The expected costs associated with our base warranties and field service actions continue to be recognized as expense when the products are sold.

Refer to Note 11 - Warranty Liability for more information.

Since payment is due at or shortly after the point of sale, the contract asset is classified as a receivable.

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We disaggregate revenues based on geographical location.

See Note 14 - Segment Information for further information on disaggregated revenue.

Refer to Note 14 - Segment Information for more 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.

For the years ended December 31, 2024, 2023 and 2022, advertising and promotion expenses were $ 27.9 million, $ 30.1 million and $ 27.1 million, respectively, and are included in SG&A expense in the accompanying consolidated statements of operations.

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

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

All of the assets and liabilities of these subsidiaries (including long-term assets, such as goodwill) are converted to U.S.

All 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.

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

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

temporary differences are expected to be recovered or settled.

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

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

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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 have non-current taxes receivable or payable at December 31, 2024 - see Note 15 - Income Taxes for more information.

We do not have any non-current taxes receivable or payable at December 31, 2023.

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

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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.

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

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

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

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

In May 2020, we elected the expedient within ASC 848 which 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 May 2020, we elected the expedient within ASC 848 which allowed us to assume that our hedged interest payments were probable to occur 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.

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

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

financial statements.

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

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

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

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

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

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

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

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

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

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 the 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 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

We adopted this guidance effective January 1, 2024, for annual reporting and applied the amendments retrospectively to all prior periods presented in the Consolidated Financial Statements.

The amendments for interim periods will be adopted in our fiscal year beginning on January 1, 2025.

Refer to Note 14 - Segment Information for more information.

Recent Accounting Standards Not Yet Adopted – In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

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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.

The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively to financial statements issued for reporting dates after the effective date or retrospectively to any or all prior periods presented in the financial statements.

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.

In November 2024, the FASB issued ASU 2024-03, Expense Disaggregation Disclosures:

Disaggregation of Income Statement Expenses .

ASU 2024-03 requires disclosure of certain costs and expenses on a fiscal and interim basis in the notes to the financial statements.

ASU 2024-03 is effective for annual reporting periods in fiscal years beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027, with early adoption permitted, and should be applied either prospectively to financial statements issued for reporting dates after the effective date or retrospectively to any or all prior periods presented in the financial statements.

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.

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

Discontinued Operations

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

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

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

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 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 more information.

In the year ended December 31, 2023, we recorded a net gain on sale of discontinued operations of $ 15.7 million related to the July 2, 2023, sale of JW Australia.

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.

We recorded a $ 1.4 million loss on sale of discontinued operations in the year ended December 31, 2024, related to settlement of an outstanding tax liability for JW Australia.

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

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

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

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

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

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

(amounts in thousands) December 31, 2022

Cash and cash equivalents $ 54,930

Accounts receivable, net 72,516

Inventories 71,984

Other current assets 5,302

Current assets of discontinued operations $ 204,732

Property and equipment, net $ 120,482

Deferred tax assets 13,019

Goodwill 78,552

Intangible assets, net 43,999

Operating lease assets, net 38,887

Other assets 1,821

Non-current assets of discontinued operations $ 296,760

Accounts payable $ 33,704

Accrued payroll and benefits 26,635

Accrued expenses and other current liabilities 43,975

Current maturities of long-term debt 298

Current liabilities of discontinued operations $ 104,612

Long-term debt $ 448

Unfunded pension liability 4,396

Operating lease liability 30,754

Deferred credits and other liabilities 1,962

Deferred tax liabilities 862

Non-current liabilities of discontinued operations $ 38,422

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

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

After 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, 2024, we had a liability of $ 3.2 million relating to these matters, which was included in accrued expenses and other current liabilities in our consolidated balance sheet.

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

Components of amounts reflected in the consolidated statements of operations related to discontinued operations are presented in the table, as follows:

Year Ended December 31,

(amounts in thousands) 2023 2022

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Operating income 28,038 46,880

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

Interest income, net ( 685 ) ( 445 )

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

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

For the Years Ended December 31,

Year Ended December 31,

(amounts in thousands) 2023 2022

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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:

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, 2024 and 2023.

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

Year Ended December 31,

(amounts in thousands) 2024 2023 2022

Balance as of January 1, $ ( 11,265 ) $ ( 15,429 ) $ ( 9,472 )

Charges to income (expense) 1,870 ( 7,287 ) 957

Charges to (expense) income ( 110 ) 1,870 ( 7,287 )

Write-offs 1,253 2,466 941

Currency translation 517 ( 172 ) 389

( 172 ) 389 255

Balance at period end $ ( 9,605 ) $ ( 11,265 ) $ ( 15,429 )

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

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

Finished goods and work-in-process inventories include material, labor, and manufacturing overhead costs.

(amounts in thousands) 2023 2022

(amounts in thousands) December 31, 2024 December 31, 2023

Raw materials $ 380,277 $ 404,360

$ 404,360 $ 481,388

Work in process 19,763 21,141

21,141 28,295

Finished goods 82,615 84,954

84,608 108,880

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

Inventory valuation reserves ( 22,548 ) ( 29,004 )

Total inventories $ 460,107 $ 481,451

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

To conform with the current period presentation, certain amounts in prior period information have been reclassified.

Property and Equipment, Net

(amounts in thousands) 2023 2022

(amounts in thousands) December 31, 2024 December 31, 2023

Land improvements $ 30,614 $ 30,350

7 unchanged sentences

Total property and equipment, net $ 681,439 $ 644,242

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.

We recorded accelerated depreciation of our plant and equipment of $ 15.0 million, $ 7.4 million and $ 0.7 million during the years ended December 31, 2024, 2023 and 2022, respectively, within restructuring and asset-related charges in the accompanying consolidated statements of operations.

Refer to Note 19 - Restructuring and Asset-Related Charges for more information.

Additionally, we recorded accelerated depreciation of $ 9.1 million during the year ended December 31, 2023, from reviews of 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.

The effect on our carrying value of property and equipment due to currency translations for foreign property and equipment, net, was a decrease of $ 13.6 million and an increase of $ 7.9 million as of December 31, 2024 and 2023, respectively.

Depreciation expense was recorded as follows:

Year Ended December 31,

(amounts in thousands) 2024 2023 2022

Cost of sales $ 81,874 $ 89,396 $ 80,235

$ 89,396 $ 80,235 $ 81,518

Selling, general and administrative 4,687 5,191 5,376

5,191 5,376 6,158

Total depreciation expense $ 86,561 $ 94,587 $ 85,611

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America Europe Total

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

Impairment — ( 54,885 ) ( 54,885 )

Gross carrying amount at December 31, 2022

$ 182,269 $ 258,345 $ 440,614

Currency translation 143 10,167 10,310

Gross carrying amount at December 31, 2023

182,412 268,512 450,924

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

Sale of business ( 900 ) — ( 900 )

Currency translation ( 487 ) ( 17,876 ) ( 18,363 )

Gross carrying amount at December 31, 2024

$ 181,025 $ 250,636 $ 431,661

Balance as of December 31, 2023

Accumulated impairment losses at December 31, 2022

$ — $ ( 58,661 ) $ ( 58,661 )

Currency translation — ( 2,093 ) ( 2,093 )

Accumulated impairment losses at December 31, 2023

— ( 60,754 ) ( 60,754 )

Impairment (1)

— ( 63,445 ) ( 63,445 )

Currency translation — 7,705 7,705

Accumulated impairment losses at December 31, 2024

$ — $ ( 116,494 ) $ ( 116,494 )

Balance, net of impairment at December 31, 2024

$ 181,025 $ 134,142 $ 315,167

(1) During the fourth quarter of 2024, we recognized a $ 31.4 million impairment charge related to the court-ordered divestiture of Towanda.

As of December 31, 2024, 2023 and 2022, the assets and liabilities of Towanda qualify as held for sale and are not included in the above reportable segments amount.

Refer to Note 20 - Held for Sale for more information.

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.

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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.

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

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

We performed our annual impairment 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.

As previously disclosed, following our 2023 annual impairment test for our Europe reporting unit, we concluded that while no impairment existed, the fair value of our reporting unit exceeded its carrying value by approximately 3 %.

During the third quarter of 2024, the Company updated its financial forecast for the Europe reportable segment to reflect anticipated macroeconomic conditions of prolonged elevated interest rates leading to reduced revenue growth expectations.

The end of the third fiscal quarter also marks the conclusion of our generally heavier seasonal sales period and our European net sales were negatively impacted by weaker market demand.

Accordingly, the Company determined that a triggering event occurred requiring an interim goodwill impairment test for its European reporting unit as of September 28, 2024.

Based upon the results of our interim impairment assessment, we concluded the carrying value of our Europe reporting unit exceeded its fair value, and we recorded a goodwill impairment charge of $ 63.4 million, representing a partial impairment of goodwill assigned to the Europe reporting unit.

Following this partial impairment, the reporting unit’s carrying amount equaled the fair value.

We performed our annual impairment assessments during the fourth quarter.

The Company elected to perform a qualitative analysis as of the fourth quarter for the Europe reporting unit.

Our analysis did not determine that it was more likely than not that the carrying value of the Europe reporting unit exceeded the fair value.

During the fourth quarter, we quantitatively determined that the fair value of our North America reporting unit exceeded its net carrying amount and no goodwill impairment existed.

We determined that the fair value of our North America reporting unit would have to decline by less than 10 % to be considered impaired.

Intangible Assets, Net

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Customer relationships and agreements $ 119,674 $ ( 90,073 ) $ 29,601

$ 123,713 $ ( 84,281 ) $ 39,432

113,429 ( 58,424 ) 55,005

Software 76,048 ( 30,021 ) 46,027

Trademarks and trade names 31,384 ( 12,113 ) 19,271

32,148 ( 10,802 ) 21,346

Patents, licenses and rights 12,627 ( 5,539 ) 7,088

12,666 ( 4,539 ) 8,127

Total amortizable intangibles $ 239,733 $ ( 137,746 ) $ 101,987

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Total amortizable intangibles $ 281,956 $ ( 158,046 ) $ 123,910

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.

We recorded accelerated amortization of $ 14.1 million during the years ended December 31, 2024 and 2023, for an ERP that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement during the first quarter of 2024.

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.

The effect on our carrying value of intangible assets due to currency translations for foreign intangible assets was a decrease of $ 1.2 million and an increase of $ 0.7 million as of December 31, 2024 and 2023, respectively.

Amortization expense was recorded as follows:

Year Ended December 31,

(amounts in thousands) 2024 2023 2022

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Thereafter 17,962

Total $ 101,987

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

The Company’s ROU assets and lease liabilities were as follows:

(amounts in thousands) Balance Sheet Location December 31, 2024 December 31, 2023

Operating Operating lease assets, net $ 126,256 $ 146,931

Finance Property and equipment, net (1)

Total lease assets $ 153,925 $ 132,605

Total ROU assets $ 135,982 $ 153,925

Operating Accrued expense and other current liabilities $ 32,738 $ 32,477

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Total lease liability $ 148,050 $ 161,678

(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:

(1) Finance lease assets are recorded net of accumulated depreciation of $ 5.0 million and $ 5.1 million as of December 31, 2024 and 2023, respectively.

During the year ended December 31, 2024, we obtained $ 24.0 million in ROU assets in exchange for operating lease liabilities, primarily relating to real estate.

We obtained $ 52.5 million in ROU assets in exchange for operating lease liabilities, primarily relating to real estate during the year ended December 31, 2023.

During the years ended December 31, 2024 and 2023, we obtained $ 5.6 million and $ 5.4 million in ROU assets, respectively, in exchange for finance lease liabilities.

We recorded accelerated amortization on our ROU assets of $ 7.2 million, $ 0.5 million and $ 0.9 million during the years ended December 31, 2024, 2023 and 2022, respectively, within restructuring and asset-related charges in the accompanying consolidated statements of operations.

Refer to Note 19 - Restructuring and Asset-Related Charges for more information.

The components of lease expense were as follows:

Year Ended December 31,

(amounts in thousands) 2024 2023 2022

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Finance 536 313 139

Total lease costs $ 63,750 $ 65,581 $ 64,210

Weighted average remaining lease terms (years):

Total lease expense $ 63,808 $ 63,750 $ 65,581

December 31, 2024 December 31, 2023

Weighted average remaining lease terms (in years):

Operating 5.3 5.7

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Finance 6.4 % 6.4 %

Future minimum lease payment obligations under operating and finance leases are as follows:

December 31, 2023

As of December 31, 2024, future minimum lease payment obligations under operating and finance leases are as follows for each of the periods ending December 31:

(amounts in thousands) Operating Leases (1)

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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 and benefits consisted of the following:

(amounts in thousands) December 31, 2024 December 31, 2023

Accrued payroll $ 28,451 $ 30,018

Accrued payroll taxes 13,898 11,560

Accrued vacation 26,877 31,510

Other accrued benefits 14,042 10,072

Accrued payroll taxes 11,240 13,898

Accrued bonuses and commissions 7,877 45,742

defined contributions and other accrued benefits 1,113 1,310

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Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

(amounts in thousands) December 31, 2024 December 31, 2023

Accrued sales and advertising rebates $ 74,043 $ 82,732

$ 82,732 $ 90,461

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

Current portion of warranty liability (Note 11)

Current portion of operating lease liability (Note 8)

32,738 32,477

Non-income related taxes 19,952 20,072

Current portion of warranty liability (Note 11)

18,394 22,819

Current portion of accrued claim costs relating to self-insurance programs 15,254 14,079

Accrued freight 15,174 18,963

Accrued expenses 10,783 15,758

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

Accrued interest payable 9,846 1,401

Current portion of restructuring accrual ( Note 19 )

Accrued income taxes payable 7,433 9,252

Deferred revenue and customer deposits 5,404 7,189

Current portion of restructuring accrual ( Note 19 )

Current portion of derivative liability (Note 23)

Accrued interest payable 1,401 4,036

Legal claims provision ( Note 25 )

Current portion of derivative liability (Note 23)

Total accrued expenses and other current liabilities $ 224,209 $ 233,796

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.

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

Warranty Liability

Warranty terms vary from one year to lifetime on certain window and door components.

Warranty terms range 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.

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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.

Estimated warranty costs based on historical experience are recorded as a provision at the time of sale.

The provision is adjusted periodically to reflect actual experience.

An analysis of our warranty liability is as follows:

(amounts in thousands) 2023 2022 2021

(amounts in thousands) December 31, 2024 December 31, 2023 December 31, 2022

Balance as of January 1 $ 53,247 $ 52,389 $ 53,367

1 unchanged sentence

Experience adjustments 634 599 772

599 772 4,105

( 30,810 ) ( 29,834 ) ( 28,504 )

Transfers to liabilities held for sale (Note 20)

Payments ( 31,482 ) ( 30,810 ) ( 29,834 )

Currency translation ( 829 ) 402 ( 851 )

1 unchanged sentence

Current portion ( 18,394 ) ( 22,819 ) ( 21,215 )

( 22,819 ) ( 21,215 ) ( 22,118 )

Long-term portion $ 28,895 $ 30,428 $ 31,174

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

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

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$ 750,000 $ 600,000

Senior Secured Notes — 250,000

Term Loan Facility 6.69 % (1)

380,888 536,250

Revolving credit facility — 55,000

Finance leases and other financing arrangements 1.00 % - 8.95 % (1)

2 unchanged sentences

1,191,959 1,232,780

1,232,780 1,758,480

Unamortized debt issuance costs and original issue discounts ( 8,583 ) ( 6,528 )

1 unchanged sentence

Long-term debt $ 1,152,449 $ 1,190,075

(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

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

Summaries of our significant changes to outstanding debt agreements as of December 31, 2024, 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.

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

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

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

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

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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.

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

In August 2024, we issued $ 350.0 million of Senior Notes bearing interest at 7.00 % and maturing September 2032 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 %.

We incurred debt issuance costs of $ 5.5 million which will be amortized to interest expense over the life of the notes using the effective interest method.

Interest is payable semiannually, in arrears, each March and September.

In September 2024, we utilized a portion of the proceeds from the issuance of our 7.00 % Senior Notes described above to redeem the remaining $ 200.0 million of our 4.63 % Senior Notes.

The Company recognized a pre-tax loss of $ 0.5 million on the redemption in the third quarter of 2024, consisting entirely in accelerated amortization of debt issuance costs.

Term Loan Facility

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

As a result of this amendment, we recognized debt

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

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

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

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 a result of this amendment, we recognized debt extinguishment and refinancing costs of $ 1.4 million, which included $ 0.8 million of unamortized debt issuance costs and original discount fees.

In August 2024, we utilized a portion of the proceeds received from our issuance of $ 350.0 million of Senior Notes to repay $ 150.0 million of the outstanding balance of our Term Loan Facility.

As of December 31, 2024, the outstanding principal balance, net of original issue discount, was $ 380.5 million.

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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.

Refer to Note 23 - Derivative Financial Instruments for more information on our derivative assets and liabilities.

In February 2024, we entered into interest rate collar agreements with a cap rate of 4.50 % paid against one-month USD-SOFR CME Term floored at 3.982 % and 3.895 % with outstanding notional amounts aggregating to $ 100.0 million corresponding to that amount of the debt outstanding under our Term Loan Facility.

The interest rate collar agreements were designated as cash flow hedges of a portion of the interest obligations on our Term Loan Facility borrowings and mature in February 2026.

Refer to Note 23 - Derivative Financial Instruments for more information on our derivative assets and liabilities.

Revolving Credit Facility

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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.

In October 2024, we repaid the entire remaining principal balance of the mortgage notes of DKK 142.5 million ($ 20.7 million).

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

As of December 31, 2024, we had $ 61.1 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.

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:

As of December 31, 2024, we were in compliance with the terms of all our Credit Facilities and the indentures governing the Senior Notes.

The future maturities of debt, excluding unamortized debt issuance costs and original issue discounts as of December 31, 2024, are as follows:

(amounts in thousands)

Uncertain tax positions (Note 15)

2025 $ 30,927

Deferred Credits and Other Liabilities

Included in deferred credits and other liabilities is the long-term portion of the following liabilities:

(amounts in thousands) December 31, 2024 December 31, 2023

Warranty liability (Note 11)

$ 28,895 $ 30,428

Uncertain tax positions (Note 15)

23,545 36,804

Workers' compensation claims accrual 20,783 21,875

2 unchanged sentences

Other liabilities 5,095 4,224

Deferred income — 77

Long term derivative liability (Note 23)

Total deferred credits and other liabilities $ 89,854 $ 104,831

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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.

Management, inclusive of the CODM, 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:

1 unchanged sentence

depreciation and amortization;

interest expense, net ;

interest expense (income), net;

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

1 unchanged sentence

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;

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

loss on extinguishment and refinancing of debt;

share-based compensation expense;

pension settlement charges;

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

non-cash foreign exchange transaction/translation (gain) 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.

For each of our segments, our CODM uses Adjusted EBITDA to measure operational performance by comparing historical, actual and forecasted amounts on a regular basis, and to allocate resources in the annual budget and forecasting process.

Adjusted EBITDA is also a significant performance measure in our annual incentive compensation.

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

1 unchanged sentence

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.

The Company’s two reportable segments are defined as follows:

North America – Within our North America segment, the Company supplies windows and doors for residential and commercial markets, serving both new construction and repair & remodel projects.

These products reach builders, repair and replacement contractors, architects, and homebuilders through direct and indirect channels, including dealer and distribution networks.

Europe – Within our Europe Segment, the Company manufactures and supplies to retailers, merchants, house-builders and construction companies’ interior doors, doorsets and door kits, in wood and steel, with both standard and high-performance features.

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 provided to the CODM, and information presented to the Board of Directors and investors.

The CODM is the CEO.

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

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

(amounts in thousands) North

America Europe Total Operating

Segments Corporate

Year Ended December 31, 2024

Total net revenues

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

(amounts in thousands) North

America Europe Total

Revenues from external customers $ 2,708,371 $ 1,067,221 $ 3,775,592

Intersegment net revenues 130 7,664 7,794

( 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

Total segment net revenues $ 2,708,501 $ 1,074,885 $ 3,783,386

Reconciliation of Revenue

Elimination of intersegment net revenues ( 7,794 )

Total consolidated net revenues $ 3,775,592

Adjusted cost of sales $ 2,232,991 $ 848,021 $ 3,081,012

Adjusted selling, general and administrative 301,739 179,053 480,792

Other segment items (1)

( 80,430 ) ( 27,566 ) ( 107,996 )

Adjusted EBITDA from continuing operations $ 254,071 $ 67,713 $ 321,784

Total Reportable Segment Adjusted EBITDA $ 321,784

Depreciation and amortization 125,786

Interest expense, net 67,237

Corporate and unallocated costs 46,536

Special items:

Net legal and professional expenses and settlements 62,722

Goodwill impairment 94,801

Restructuring and asset-related charges 68,092

M&A related costs 15,296

Net gain on sale of business, property, and equipment ( 13,752 )

Loss on extinguishment and refinancing of debt 1,908

Share-based compensation expense 15,465

Non-cash foreign exchange transaction/translation gain ( 3,101 )

Other special items 11,612

Loss from continuing operations, before tax $ ( 170,818 )

(1) Other segment items included depreciation and amortization which are included as a component of the significant expense categories regularly provided to the CODM above but are not included in the measure of segment profit, as well as other items which are excluded from the categories regularly provided to the CODM, which included:

North America - Refund of deposits for antidumping and countervailing duties on wood mouldings and millwork products purchased from China from 2022 to 2023 and pension expense.

Europe - Foreign currency losses, pension expense and energy subsidies.

Year Ended December 31, 2024

Total net revenues

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

Intersegment net revenues

(amounts in thousands) North

America Europe Corporate

Depreciation and amortization

$ 73,528 $ 30,702 $ 21,556 $ 125,786

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

Capital expenditures 127,358 39,786 6,573 173,717

2 unchanged sentences

Year Ended December 31, 2023

Total net revenues

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

Intersegment net revenues

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

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

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

Segment assets

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

(amounts in thousands) North

America Europe Total Operating

Segments Corporate

Year Ended December 31, 2023

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

Income tax expense (benefit) (1)

America Europe Total

Revenues from external customers $ 3,123,056 $ 1,181,278 $ 4,304,334

Intersegment net revenues 214 5,840 6,054

Total segment net revenues $ 3,123,270 $ 1,187,118 $ 4,310,388

Reconciliation of Revenue

Elimination of intersegment net revenues ( 6,054 )

Total consolidated net revenues $ 4,304,334

Adjusted cost of sales $ 2,520,427 $ 950,962 $ 3,471,389

Adjusted selling, general and administrative 308,333 184,168 492,501

Other segment items (1)

( 87,893 ) ( 35,307 ) ( 123,200 )

Adjusted EBITDA from continuing operations $ 382,189 $ 81,455 $ 463,644

Total Reportable Segment Adjusted EBITDA $ 463,644

Depreciation and amortization 134,996

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

Interest expense, net 72,258

Corporate and unallocated costs 83,205

Special items:

Net legal and professional expenses and settlements 28,184

Restructuring and asset-related charges 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

M&A related costs 6,575

Net gain on sale of business, property, and equipment ( 10,523 )

Loss on extinguishment and refinancing of debt 6,487

Share-based compensation expense 17,477

Pension settlement charge 4,349

Non-cash foreign exchange transaction/translation loss 595

Other special items ( 4,274 )

Income from continuing operations, before tax $ 88,574

North America - Refund of deposits for antidumping and countervailing duties on wood mouldings and millwork products purchased from China from 2020 to 2022, ERC from the U.S.

government and pension expense.

Europe - Energy subsidies, foreign currency gains and pension expense.

Year Ended December 31, 2023

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

(amounts in thousands) North

America Europe Corporate

Depreciation and amortization

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

$ 79,900 $ 30,185 $ 24,911 $ 134,996

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

Segment assets

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

Year Ended December 31, 2022

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

Income tax expense (benefit) (3)

(amounts in thousands) North

America Europe Total

Revenues from external customers $ 3,259,353 $ 1,284,455 $ 4,543,808

Intersegment net revenues 813 341 1,154

Total segment net revenues $ 3,260,166 $ 1,284,796 $ 4,544,962

Reconciliation of Revenue

Elimination of intersegment net revenues ( 1,154 )

Total consolidated net revenues $ 4,543,808

Adjusted cost of sales $ 2,690,184 $ 1,060,552 $ 3,750,736

Adjusted selling, general and administrative 295,513 191,602 487,115

Other segment items (1)

( 79,229 ) ( 42,024 ) ( 121,253 )

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 $ 352,885 $ 74,325 $ 427,210

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

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

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

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

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

(amounts in thousands) 2023 2022 2021

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

Income tax expense (1)

63,339 18,041 19,636

Total Reportable Segment Adjusted EBITDA $ 427,210

Depreciation and amortization 113,132

134,996 113,132 116,355

Interest expense, net 82,505

Corporate and unallocated costs 78,363

Special items:

Net legal and professional expenses and settlements ( 287 )

28,184 ( 287 ) 15,598

Goodwill impairment 54,885

Restructuring and asset-related charges 17,622

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 9,752

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

Net gain on sale of business, property, and equipment ( 8,036 )

Share-based compensation expense 14,577

17,477 14,577 19,988

Pension settlement charge (11)

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

595 12,437 ( 10,421 )

Non-cash foreign exchange transaction/translation loss 12,437

Other special items 21,996

Income from continuing operations, before tax $ 30,264

North America - Pension gain, credit for overpayments of utility expenses and facility rental income.

Europe - Pension expense, foreign currency losses and cash received from government pandemic assistance programs in Europe as a result of COVID-19.

Year Ended December 31, 2022

(amounts in thousands) North

America Europe Corporate

Depreciation and amortization

$ 69,427 $ 31,139 $ 12,566 $ 113,132

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Capital expenditures 59,023 19,095 6,356 84,474

Segment assets

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

Net revenues by locality are as follows:

Year Ended December 31,

(amounts in thousands) 2024 2023 2022

1 unchanged sentence

$ 2,474,170 $ 2,841,921 $ 2,978,492

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

Europe 1,065,250 1,180,075 1,280,364

Canada 217,502 260,897 258,629

South America (including Mexico) 16,763 20,212 22,656

20,212 22,656 21,371

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

Africa and other 1,907 1,229 3,667

1,229 3,667 1,239

Total $ 3,775,592 $ 4,304,334 $ 4,543,808

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,:

Geographic information regarding property, plant, and equipment which exceed 10% of consolidated property, plant, and equipment is as follows:

Year Ended December 31,

(amounts in thousands) 2024 2023 2022

1 unchanged sentence

$ 452,644 $ 412,195 $ 422,428

33,836 29,587 29,901

446,031 452,015 455,581

Other 31,070 33,836 29,587

Total North America 483,714 446,031 452,015

Europe 181,088 180,822 170,346

1 unchanged sentence

Total property and equipment, net $ 681,439 $ 644,242 $ 642,004

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

Income before taxes, is comprised of the following:

Year Ended December 31,

(amounts in thousands) 2024 2023 2022

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.

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

Domestic (loss) income $ ( 133,002 ) $ 11,217 $ 63,130

Foreign (loss) income ( 37,816 ) 77,357 ( 32,866 )

Total (loss) income before taxes $ ( 170,818 ) $ 88,574 $ 30,264

Our foreign (loss) income is historically driven by our subsidiaries in Canada, Germany, Denmark, and United Kingdom.

Significant components of the provision for income taxes are as follows:

Year Ended December 31,

(amounts in thousands) 2024 2023 2022

$ ( 2,464 ) $ 407 $ 520

1,753 1,103 480

40,452 19,558 31,862

Federal $ 231 $ ( 2,464 ) $ 407

State 732 1,753 1,103

Foreign 32,783 40,452 19,558

Current taxes 33,746 39,741 21,068

4,220 14,075 3,689

7,757 ( 4,854 ) ( 5,927 )

11,621 ( 12,248 ) ( 10,988 )

Federal ( 16,227 ) 4,220 14,075

State 668 7,757 ( 4,854 )

Foreign ( 1,425 ) 11,621 ( 12,248 )

Deferred taxes ( 16,984 ) 23,598 ( 3,027 )

1 unchanged sentence

Reconciliation of the U.S.

federal statutory income tax rate to our effective tax rate is as follows for the years ended December 31:

federal statutory income tax rate to our effective tax rate is as follows:

Year Ended December 31,

2024 2023 2022

2 unchanged sentences

State income tax, net of federal benefit ( 3,093 ) 1.8 % 1,959 2.2 % 2,154 7.1 %

1,959 2.2 2,154 7.1 2,339 1.5

Foreign source dividends and deemed inclusions 945 ( 0.6 )% 1,906 2.2 % ( 237 ) ( 0.8 )%

4 unchanged sentences

Foreign tax rate differential ( 3,770 ) 2.2 % ( 488 ) ( 0.6 )% ( 1,365 ) ( 4.5 )%

( 488 ) ( 0.6 ) ( 1,365 ) ( 4.5 ) ( 2,759 ) ( 1.8 )

Tax rate differences and credits 1,078 ( 0.6 )% 3,675 4.1 % 3,469 11.5 %

3,675 4.1 3,469 11.5 ( 10,264 ) ( 6.8 )

Uncertain tax positions ( 889 ) 0.5 % ( 174 ) ( 0.2 )% 2,966 9.8 %

Tax effect on sale of business (1)

4,099 ( 2.4 )% — — % — — %

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

Prior year provision to return adjustments 1,451 ( 0.8 )% ( 571 ) ( 0.6 )% ( 789 ) ( 2.6 )%

1 unchanged sentence

Effective tax rate $ 16,762 ( 9.8 )% $ 63,339 71.5 % $ 18,041 59.6 %

(1) Tax effect on sale of business during the year ended December 31, 2024, primarily relates to the sale of our business in St.

During the year ended December 31, 2024, we recognized an expense of $ 24.6 million from the increase to valuation allowances on foreign and state NOL and credit carryforwards, $ 20.2 million of tax expense attributable to nondeductible goodwill impairment, $ 7.1 million of tax expense attributed to nondeductible expenses, and $ 4.5 million of tax expense attributed to the expiration of U.S.

attributes partially offset by $ 2.7 million of tax benefit attributable to research and development credits.

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.

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

Significant deferred tax assets and liabilities are as follows:

(amounts in thousands) December 31, 2024 December 31, 2023

Net operating loss and tax credit carryforwards $ 189,202 157,790

8 unchanged sentences

Valuation allowance ( 78,136 ) ( 54,786 )

( 54,786 ) ( 21,048 )

Deferred tax assets 241,557 242,400

Depreciation and amortization ( 68,188 ) ( 74,328 )

( 74,328 ) ( 93,810 )

Operating lease assets ( 33,437 ) ( 22,442 )

( 22,442 ) ( 32,953 )

Investments and marketable securities

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

5 unchanged sentences

Net deferred tax assets $ 137,585 $ 143,283

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.

At December 31, 2024 and 2023 the Company had NOL in various federal, state, and foreign jurisdictions of approximately $ 1,152.4 million and $ 1,130.2 million, respectively, which begin to expire in 2025.

$ 252.6 million of such NOL carryforwards do not expire.

2 unchanged sentences

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.

We consider historical taxable income, the scheduled reversal of deferred tax liabilities (including the effect in available carryback 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.

3 unchanged sentences

Subsequently recognized tax benefits related to the valuation allowance for deferred tax assets as of December 31, 2024, 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.

We had a valuation allowance of $ 78.1 million and $ 54.8 million as of December 31, 2024 and 2023, respectively.

The increase was primarily driven by an increase of $ 19.2 million and an increase of $ 5.3 million against our foreign and state net operating loss carryforwards, respectively.

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

The following is the activity in our valuation allowance:

3 unchanged sentences

Changes to existing valuation allowances ( 24,462 ) ( 32,830 ) ( 31 )

( 32,830 ) ( 31 ) ( 2,066 )

Release of valuation allowances 15 1 9,918

1 9,918 7,510

Currency translation 1,104 ( 920 ) 918

( 920 ) 918 517

Balance at period end $ ( 78,136 ) $ ( 54,786 ) $ ( 21,048 )

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.

During 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.

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.

In 2023, the Co mpany 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, 2024, we have $ 2.3 million of deferred tax liability remaining on our balance sheet.

4 unchanged sentences

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.

We hold a combined book-over-tax outside basis difference of $ 187.5 million and $ 245.1 million as of December 31, 2024 and 2023, respectively, in our investment in foreign subsidiaries on a continuing operations basis and may incur up to $ 22.1 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.

1 unchanged sentence

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.

The balance of retained earnings of our Estonian subsidiary which, if distributed, would be subject to this tax was $ 87.3 million and $ 85.0 million as of December 31, 2024 and 2023, respectively.

The balance of retained earnings of our Latvian subsidiary which, if distributed, would be subject to this tax was $ 32.6 million and $ 32.8 million as of December 31, 2024 and 2023, respectively.

Tax Payments and Balances – We made tax payments of $ 48.1 million, $ 48.8 million and $ 46.8 million during the years ended December 31, 2024, 2023 and 2022, respectively, primarily for foreign liabilities.

We received tax refunds of $ 2.0 million, $ 0.7 million and $ 1.9 million during the years ended December 31, 2024, 2023 and 2022, respectively.

Total receivables for tax refunds are recorded in other current assets in the accompanying balance sheets and totaled $ 15.3 million and $ 14.2 million at December 31, 2024 and 2023, respectively.

Foreign payables for taxes are recorded in accrued income taxes payable in the accompanying balance sheets and totaled $ 7.4 million and $ 9.3 million at December 31, 2024 and 2023, respectively.

We have $ 18.9 million of non-current taxes receivable as of December 31, 2024.

We do not have any non-current taxes receivable as of December 31, 2023.

We do not have any non-current taxes payable as of December 31, 2024 and 2023.

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

2 unchanged sentences

Increase for tax positions taken during the prior period 8,899 14,320 4,565

14,320 4,565 10,367

Decrease for tax positions taken during the prior period ( 742 ) — —

Decrease for settlements with taxing authorities ( 2,267 ) ( 7,347 ) ( 1,527 )

( 7,347 ) ( 1,527 ) —

Increase for tax positions taken during the current period 973 1,472 709

1 unchanged sentence

Currency translation ( 1,673 ) 1,314 ( 1,197 )

1,314 ( 1,197 ) ( 1,243 )

Balance at period end - unrecognized tax benefit $ 43,783 $ 38,900 $ 29,300

2 unchanged sentences

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.

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

There were amounts accrued associated with interest and penalties of $ 3.7 million, $ 6.7 million and $ 9.8 million at December 31, 2024, 2023 and 2022, respectively.

There were benefits of $ 6.6 million, $ 12.3 million and $ 18.1 million included in the balance of unrecognized tax benefits as of December 31, 2024, 2023 and 2022, respectively, that would affect the effective tax rate if recognized.

Such benefits, if recognized, would be subject to a realizability assessment to the extent they increase our tax attributes.

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

6 unchanged sentences

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.

Shares outstanding exclude the shares issued to the Employee Benefit Trust that are considered similar to treasury shares and total 193,941 shares at December 31, 2024 and 2023 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.

As of December 31, 2023, there have been no share repurchases under this program.

On July 28, 2022, the Board of Directors reduced our previous repurchase authorization of $ 400.0 million to a total aggregate value of $ 200.0 million with no expiration date.

As of December 31, 2024, $ 175.7 million was remaining under the repurchase program.

During the years ended December 31, 2024, and 2022, we repurchased 1,600,000 and 6,848,356 shares of our Common Stock at an average price of $ 15.18 and $ 19.12 , respectively.

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

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

Earnings Per Share

The basic and diluted income per share calculations were determined based on the following share data :

Year Ended December 31,

2024 2023 2022

3 unchanged sentences

84,989,963 85,874,035 87,075,176

For the year ended December 31, 2024, we had net losses from operations.

As a result, no potentially dilutive securities were included in the denominator for computing diluted loss per share as their inclusion would have been antidilutive.

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:

Year Ended December 31,

2024 2023 2022

3 unchanged sentences

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”).

In connection with our IPO, the Board adopted, and our shareholders approved, 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.

Share-based compensation expense included in SG&A expenses totaled $ 15.5 million, $ 17.5 million and $ 14.6 million in December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, there was $ 11.3 million of total unrecognized compensation expense related to non-vested share-based compensation arrangements.

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Treasury rates.

Key assumptions used in the valuation models were as follows for the years ended December 31:

Key assumptions used in the valuation models were as follows:

Year Ended December 31,

2024 2023 2022

6 unchanged sentences

$ 7.43 - $ 7.57

$ 5.69 - $ 11.96

Risk free rate 4.04 % - 4.34 %

4 unchanged sentences

Outstanding as of January 1, 2022 2,162,022 $ 23.31

309,902 29.01

( 699,756 ) 14.48

( 79,955 ) 27.22

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

534,631 18.18

( 157,167 ) 11.89

( 822,542 ) 25.99

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

262,809 13.28

( 66,170 ) 8.58

Granted 375,312 18.37

Exercised ( 220,602 ) 13.03

Forfeited ( 310,863 ) 21.00

2 unchanged sentences

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

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

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 RSU.

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

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

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Outstanding as of January 1, 2022 1,826,392 $ 23.37

652,579 29.09

( 311,683 ) 22.65

( 301,301 ) 24.99

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

1,540,246 20.32

( 768,341 ) 22.31

( 600,785 ) 23.14

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

1,568,729 13.37

( 1,003,799 ) 22.33

( 337,800 ) 18.42

Granted 1,043,317 18.04

Vested ( 808,679 ) 17.44

Forfeited ( 669,184 ) 16.27

Balance as of December 31, 2024 1,790,096 $ 16.27

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

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

For PSUs issued 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.

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 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 ROIC and TSR.

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

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Outstanding as of January 1, 2022 704,263 $ 25.39

165,749 30.70

( 205,949 ) 28.58

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

158,587 29.24

( 202,673 ) 22.20

( 380,361 ) 27.79

Granted 307,273 28.67

Forfeited ( 329,293 ) 26.98

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

307,273 28.67

( 329,293 ) 26.98

Granted 433,735 22.27

Vested ( 1,567 ) 30.70

Forfeited ( 154,504 ) 25.59

Balance as of December 31, 2024 535,460 $ 24.33

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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.

Other restructuring associated costs primarily consist of equipment relocation and facility restoration costs.

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

3 unchanged sentences

Year Ended December 31, 2024

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

Restructuring severance and employee-related charges $ 14,146 $ 16,347 $ 1,350 $ 31,843

Other restructuring associated costs, net 8,158 5,376 — 13,534

1 unchanged sentence

Other restructuring associated costs and asset-related charges, net 28,671 7,382 196 36,249

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

Total restructuring and asset-related charges, net $ 42,817 $ 23,729 $ 1,546 $ 68,092

Year Ended December 31, 2023

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

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

Restructuring severance and employee-related 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 496 2,269 1,019 3,784

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

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

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

Year Ended December 31, 2022

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

Restructuring severance and employee-related charges $ 6,842 $ 3,773 $ 3,223 $ 13,838

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

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Balance as of January 1 $ 3,375 $ 5,021 $ 153

Current period charges 27,531 15,247 572

( 29,367 ) ( 10,273 ) ( 1,719 )

Current period charges, net 45,377 27,531 15,247

Payments ( 40,879 ) ( 29,367 ) ( 10,273 )

Currency translation ( 268 ) 190 ( 106 )

190 ( 106 ) ( 58 )

Balance at period end $ 7,605 $ 3,375 $ 5,021

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.

On April 11, 2024, we announced plans to close two manufacturing facilities, located in Vista, California and Hawkins, Wisconsin in a continuing effort to simplify our footprint and drive operational efficiencies.

As of December 31, 2024, the remaining restructuring accrual for these plans is $ 0.8 million and the remaining cash outlay is expected to be $ 4.4 million .

We expect to substantially complete the facility closures by the first quarter of 2025.

Costs and cash outlays associated with the plans:

North America:

Vista, California (Vista Composite Facility) and Hawkins, Wisconsin Total Estimated Costs Cumulative Costs to-date Costs in the Year Ended

(amounts in thousands) December 31, 2024

Restructuring severance and employee-related charges, net (1)

$ 6,800 $ 6,825 $ 6,825

Other restructuring associated costs (1)

7,000 4,511 4,511

Product-related cash charges (2)

6,000 5,985 5,985

Total cash charges 19,800 17,321 17,321

Asset-related charges (1)

12,300 12,261 12,261

Inventory and other product-related non-cash charges (3)

3,700 3,706 3,706

Total non-cash charges 16,000 15,967 15,967

Total costs $ 35,800 $ 33,288 $ 33,288

Total cash outlays (4)

$ 26,300 $ 21,852 $ 21,852

(1) The charges incurred in the year ended December 31, 2024, were included in restructuring and asset-related charges, net in the accompanying consolidated statement of operations.

(2) $ 4.1 million and $ 1.9 million of the product-related cash charges incurred in the year ended December 31, 2024, were detrimental to net sales and cost of sales, respectively, in the accompanying consolidated statement of operations.

(3) The inventory and other product-related non-cash charges in the year ended December 31, 2024, were included in cost of sales in the accompanying consolidated statement of operations.

(4) Total cash outlays includes $ 5.5 million of estimated cash payments related to debt repayment for financed equipment.

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.

During the year ended December 31, 2024, we announced additional plans, increasing the total estimated costs by approximately $ 3.3 million to $ 24.1 million, after identifying additional opportunities to optimize our European operating structure.

As of December 31, 2024, the remaining restructuring accrual for these plans is $ 4.0 million and the remaining cash outlay is expected to be $ 5.3 million.

We expect to substantially complete these initiatives by the end of 2025.

Costs and cash outlays associated with the plans:

Europe Total Estimated Costs Cumulative Costs to-date Costs in the Year Ended Costs in the Year Ended

(amounts in thousands) December 31, 2024 December 31, 2023

Restructuring severance and employee-related charges (1)

$ 18,200 $ 17,365 $ 14,283 $ 3,082

Other restructuring associated costs (1)

5,300 5,149 4,725 424

Total cash charges 23,500 22,514 19,008 3,506

Asset-related non-cash charges (1)

600 600 573 27

Total costs $ 24,100 $ 23,114 $ 19,581 $ 3,533

Total cash outlays $ 23,500 $ 18,200 $ 16,100 $ 2,100

(1) The charges incurred in the years ended December 31, 2024 and 2023, were included in restructuring and asset-related charges in the accompanying consolidated statements of operations.

In the third quarter of 2024, we announced plans to close two additional manufacturing facilities in Europe as part of our footprint rationalization activities.

As of December 31, 2024, the remaining restructuring accrual for these plans is $ 1.2 million and the remaining cash outlay is expected to be $ 8.6 million.

We expect to substantially complete the facility closures by the end of 2026.

Costs and cash outlays associated with the plans:

Sheffield, England and Logstor, Denmark Total Estimated Costs Cumulative Costs to-date Costs in the Year Ended

(amounts in thousands) December 31, 2024

Restructuring severance and employee-related charges (1)

$ 5,300 $ 2,142 $ 2,142

Other restructuring associated costs (1)

4,900 665 665

Total cash charges 10,200 2,807 2,807

Asset-related non-cash charges (1)

1,700 837 837

Total costs $ 11,900 $ 3,644 $ 3,644

Total cash outlays $ 10,200 $ 1,600 $ 1,600

(1) The charges incurred in the year ended December 31, 2024, were included in restructuring and asset-related charges in the accompanying consolidated statement of operations.

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.

As of December 31, 2024, the remaining restructuring accrual for these plans is $ 0.4 million and the remaining cash outlay is expected to be $ 0.5 million.

We are substantially complete with the facility closures by the end of 2024.

Costs and cash outlays associated with the plans:

North America:

Tijuana, Mexico and Vista, California (Vista Vinyl Facility) Total Estimated Costs Cumulative Costs to-date Costs in the Year Ended Costs in the Year Ended

(amounts in thousands) December 31, 2024 December 31, 2023

Restructuring severance and employee-related charges (1)

$ 7,800 $ 7,631 $ ( 182 ) $ 7,813

Other restructuring associated costs (1)

2,700 2,633 2,032 601

Total cash charges 10,500 10,264 1,850 8,414

Asset-related charges (1)

6,600 6,628 2,919 3,709

Inventory and other product-related non-cash charges (2)

1,500 1,466 — 1,466

Total non-cash charges 8,100 8,094 2,919 5,175

Total costs $ 18,600 $ 18,358 $ 4,769 $ 13,589

Total cash outlays $ 10,400 $ 9,932 $ 3,305 $ 6,627

(1) The charges incurred in the years ended December 31, 2024 and 2023, were included in restructuring and asset-related charges in the accompanying consolidated statements of operations.

(2) The inventory and other product-related non-cash charges incurred during 2023 were included in cost of sales in the consolidated statement of operations.

In the third quarter of 2024, we announced to employees a restructuring plan to close a manufacturing facility in Wedowee, Alabama in a continuing effort to simplify our footprint and drive operational efficiencies.

As of December 31, 2024, the remaining restructuring accrual for this plan is $ 0.1 million and the remaining cash outlay is expected to be $ 0.4 million.

We expect to substantially complete the facility closure by the first quarter of 2025.

Costs and cash outlays associated with the plans:

North America:

Wedowee, Alabama Total Estimated Costs Cumulative Costs to-date Costs in the Year Ended

(amounts in thousands) December 31, 2024

Restructuring severance and employee-related charges (1)

$ 1,000 $ 986 $ 986

Other restructuring associated costs (1)

Total cash charges 1,500 1,235 1,235

Inventory non-cash charges (2)

2,100 2,112 2,112

Total costs $ 3,600 $ 3,347 $ 3,347

Total cash outlays $ 1,500 $ 1,112 $ 1,112

(1) The charges incurred in the year ended December 31, 2024, were included in restructuring and asset-related charges in the accompanying consolidated statement of operations.

(2) The inventory and other product-related non-cash charges in the year ended December 31, 2024, were included in cost of sales in the accompanying consolidated statement of operations.

In the first quarter of 2023, we announced to employees a restructuring plan to close a manufacturing facility in Atlanta, Georgia.

We completed the plant closure during 2023, with total pre-tax restructuring expenses and other closure costs of approximately $ 17.7 million, including $ 1.1 million of capital expenditures, and total cash outlays of approximately $ 12.9 million.

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

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.

During 2021, the Company ceased the appeal process for its litigation with Steves further described in Note 25 - Commitments and Contingencies .

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

As of December 31, 2024 and 2023, the assets and liabilities associated with the court-ordered divestiture of Towanda qualify as held for sale.

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

The Company records net assets held for sale at the lower of the carrying value or fair value less costs to sell.

Effective December 13, 2024, pursuant to an order issued by the United States District Court for the Eastern District of Virginia, Richmond Division, JWI entered into an Asset Purchase Agreement to sell JWI’s Towanda, Pennsylvania business and related assets for a purchase price of approximately $ 115 million, subject to certain adjustments and closing conditions.

Effective January 17, 2025, pursuant to an order issued by the United States District Court for the Eastern District of Virginia, Richmond Division, and the previously announced Asset Purchase Agreement dated October 11, 2024 and effective December 13, 2024, JWI completed the sale of its Towanda, Pennsylvania business.

In connection with the Asset Purchase Agreement, the Company recognized a $ 31.4 million goodwill impairment charge.

As of December 31, 2024 and 2023, the assets and liabilities classified as held for sale are those of Towanda.

As of December 31, 2024 and 2023, the related assets and liabilities included within the summary below were 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, 2024 December 31, 2023

Inventory $ 17,337 $ 16,592

Accounts receivable, net (1)

Inventories 16,319 17,337

Other current assets 84 108

Property and equipment 50,672 41,600

Intangible assets 1,471 1,471

Property and equipment, net 64,661 50,672

Intangible assets, net 1,471 1,471

Goodwill 33,644 65,000

Operating lease assets 975 975

Operating lease assets, net 2,411 975

Allowance to reduce assets to estimated fair value, less costs to sell ( 750 ) —

Assets held for sale $ 126,912 $ 135,563

Accounts payable (1)

Accrued payroll and benefits 1,013 901

Accrued expenses and other current liabilities 5,959 6,126

Current maturities of long term debt — 1

Operating lease liability 905 37

Liabilities held for sale $ 15,308 $ 7,064

(1) The accounts receivable, net and accounts payable balances of Towanda will be assumed by the Purchaser upon closing per the Asset Purchase Agreement.

Interest Expense, Net

1 unchanged sentence

Capitalized interest incurred during the construction phase of significant property and equipment additions totaled $ 1.9 million, $ 1.1 million and $ 0.9 million for the years ended December 31, 2024, 2023 and 2022, 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.

In the year ended December 31, 2024, we recognized increased interest income from interest income on temporary invested cash.

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

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

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

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

Year Ended December 31,

(amounts in thousands) 2024 2023 2022

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

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

Cash received on investment in real estate $ ( 7,888 ) $ — $ —

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

( 7,166 ) ( 6,984 ) —

JW Australia Transition Services Agreement cost recovery ( 6,569 ) ( 8,281 ) —

Pension expense (gain) 2,009 6,546 ( 4,940 )

Employee Retention Credit (2)

( 6,073 ) — —

Pension plan settlement expense (3)

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 ( 1,655 ) ( 2,531 ) ( 6,343 )

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

Recovery of cost from receipts on impaired notes ( 1,389 ) ( 3,514 ) ( 13,953 )

Governmental assistance (2)

( 932 ) ( 1,447 ) ( 1,699 )

Foreign currency losses (gains), net 553 ( 1,614 ) ( 965 )

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

Legal settlement income — — ( 10,500 )

Employee Retention Credit (3)

— ( 6,073 ) —

Pension plan settlement expense (4)

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

1 unchanged sentence

Total other income, net $ ( 24,773 ) $ ( 25,719 ) $ ( 53,433 )

(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.

(1) Represents the refund of deposits for antidumping and countervailing duties on wood mouldings and millwork products purchased from China from 2020 to 2023.

(2) Governmental assistance for the year ended December 31, 2024, consisted primarily of a grant received by our North America business and energy subsidies received by our European businesses.

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

Governmental assistance for the year ended December 31, 2022, 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.

(3) 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.

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 2021 due to COVID-related government restrictions.

(4) 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.

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

Derivative Financial Instruments

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

Foreign currency derivatives not designated as hedges – 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.

1 unchanged sentence

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

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.

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.

To manage the effect of exchange fluctuations on certain intercompany transactions and intercompany loans and interest that are denominated in foreign currencies, we have foreign currency derivative contracts with a total notional amount of $ 148.4 million as of December 31, 2024.

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.

We recorded mark-to-market gains of $ 0.5 million, losses of $ 2.7 million and gains of $ 1.1 million relating to foreign currency derivatives in the years ended December 31, 2024, 2023 and 2022, respectively.

Foreign currency derivatives designated as cash flow hedges – At the end of 2024 we implemented a hedging program to manage the potential changes in value associated with the amounts payable on raw material purchases that are denominated in foreign currencies to minimize the impact of the changes in foreign currencies.

We have foreign currency derivative contracts, which qualify as cash flow hedges, with a total notional amount of $ 163.3 million.

We record gains and losses for these contracts in AOCL to the extent that these hedges are effective and until we recognize the underlying transactions in net earnings, at which time we recognize these gains and losses in cost of sales on our consolidated statements of operations.

Net unrealized pre-tax gains/losses related to foreign currency derivative contracts, which qualify as cash flow hedges included in other comprehensive income (loss) were a $ 0.3 million gain for the year ended December 31, 2024.

The unrealized amount in other comprehensive income (loss) will fluctuate based on changes in the fair value of open contracts during each reporting period.

As of December 31, 2024, approximately $ 0.3 million in gains is expected to be reclassified to earnings over the next 12 months.

Net investment hedges – 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 AUD currency fluctuations on our net investment in JELD-WEN Australia Pty.

We designated the forward contracts as net investment hedges.

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

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

The contracts matured during the quarter ended September 30, 2023, and the gain, net of forward points, was included in the gain on the sale of JW Australia.

The net 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.

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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.

The interest rate collar agreements were designated as cash flow hedges of a portion of the interest obligations on our Term Loan Facility borrowings and are set to mature in February 2026.

No portion of these interest rate contracts were deemed ineffective during the year ended December 31, 2024.

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.

In other comprehensive income (loss), we recorded pre-tax mark-to-market gains of $ 0.4 million, $ 1.2 million and $ 17.9 million during the years ended December 31, 2024, 2023 and 2022, respectively.

We reclassified gains of $ 0.5 million, $ 17.4 million and $ 5.0 million previously recorded in other comprehensive income (loss) to interest income during the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, a nominal loss is expected to be reclassified to interest income over the next 12 months.

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

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Derivatives designated as hedging instruments:

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

Foreign currency forward contracts Other current assets $ 469 $ —

Derivatives not designated as hedging instruments:

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(amounts in thousands) Balance Sheet Location December 31, 2024 December 31, 2023

Derivatives designated as hedging instruments:

Foreign currency forward contracts Accrued expenses and other current liabilities $ 135 $ —

Interest rate contracts Accrued expenses and other current liabilities $ 101 $ —

Interest rate contracts Deferred credits and other liabilities $ 36 $ —

Other derivative instruments Accrued expenses and other current liabilities $ 185 $ —

Derivatives not designated as hedging instruments:

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Derivative assets, recorded in other current assets 1,771 1,771 — 1,771 — —

1,224 1,224 — 1,224 — —

Deferred compensation plan assets, recorded in other assets 5,074 5,074 — 5,074 — —

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Debt, recorded in long-term debt and current maturities of long-term debt $ 1,191,959 $ 1,145,817 $ — $ 1,145,817 $ — $ —

$ 1,232,780 $ 1,209,961 $ — $ 1,209,961 $ — $ —

Derivative liabilities, recorded in accrued expenses and other current liabilities 2,905 2,905 — 2,905 — —

2,996 2,996 — 2,996 — —

Derivative liabilities, recorded in deferred credits and other liabilities 36 36 — 36 — —

December 31, 2023

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Derivative assets, recorded in other current assets 1,224 1,224 — 1,224 — —

20,117 20,117 — 20,117 — —

Deferred compensation plan assets, recorded in other assets 2,098 2,098 — 2,098 — —

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

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

Equity securities — — — — — —

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Debt, recorded in long-term debt and current maturities of long-term debt $ 1,232,780 $ 1,209,961 $ — $ 1,209,961 $ — $ —

$ 1,758,480 $ 1,554,621 $ — $ 1,554,621 $ — $ —

Derivative liabilities, recorded in accrued expenses and other current assets 2,996 2,996 — 2,996 — —

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.

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Derivative assets and liabilities reported in level 2 primarily include:

(1) as of December 31, 2024, foreign currency derivative contracts and interest rate collar agreements;

(2) 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.

Refer to Note 23 - Derivative Financial Instruments for more information about our derivative assets and liabilities.

Deferred compensation plan assets reported in level 2 consist of mutual funds and corporate-owned life insurance.

There are no material non-financial assets or liabilities as of December 31, 2024 or December 31, 2023.

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Steves & Sons, Inc.

vs JELD-WEN, Inc.

v 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.

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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 September 11, 2019, JWI 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.

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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.

JWI 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 also vacated the Eastern District of Virginia’s judgment for Sam Steves, Edward Steves, and John Pierce on JWI’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.

It also affirmed the Eastern District of Virginia’s divestiture order, while clarifying that JWI 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.

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

On May 1, 2024, JWI filed a motion to modify the Amended Final Judgment (the “Motion”) with the Eastern District of Virginia to vacate all court orders requiring divestiture of the Company’s Towanda operations and certain related assets (“Towanda”) in light of changed industry and market factors and conditions.

The court-mandated divestiture process continued while the court reviewed the Motion.

On October 25, 2024, the Special Master submitted a Report and Recommendation to the court recommending that the court approve the divestiture of Towanda to Woodgrain Inc.

(“Woodgrain”) for approximately $ 115 million, subject to customary closing adjustments.

On November 14, 2024, JWI and Steves each filed certain objections to the Report and Recommendation.

On December 13, 2024, the court adopted the Special Master’s Report and Recommendation, denying JWI’s Motion, overruling JWI’s objections, and sustaining in part and overruling in part Steves’ objections.

The court-ordered divestiture closed on January 17, 2025.

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”).

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

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

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

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

The Company also withdrew its appeal of the Pricing Action.

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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.

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 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.

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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.

8 unchanged sentences

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,

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.

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

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”).

6 unchanged sentences

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.

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

A formal settlement agreement was executed as of March 27, 2024, and remains subject to 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 .

Refer to Note 10 - Accrued Expenses and Other Current Liabilities for more information.

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.

Self-Insured Risk – We self-insure substantially all 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

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.

At December 31, 2024 and 2023, our accrued liability for self-insured risks was $ 83.3 million and $ 89.2 million, respectively.

Indemnifications – At December 31, 2024, we had commitments related to certain representations made in contracts for sale of businesses or property, including the divestiture of JW Australia.

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Stand-by letters of credit are provided to certain customers and counterparties in the ordinary course of business as credit support for contractual performance guarantees, advanced payments received from customers, and future funding commitments.

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

The stated values of these letters of credit agreements, surety bonds, and guarantees were $ 70.3 million and $ 68.7 million at December 31, 2024 and 2023, respectively.

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

2 unchanged sentences

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

Short-term environmental liabilities and settlements are recorded in accrued expenses and other current liabilities in the accompanying consolidated balance sheets and totaled $ 0.5 million at December 31, 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.

Short-term environmental liabilities and settlements are recorded in accrued expenses and other current liabilities in the accompanying consolidated balance sheets and totaled $ 0.1 million and $ 0.5 million at December 31, 2024 and 2023, respectively.

Long-term environmental liabilities are recorded in deferred credits and other liabilities in the accompanying consolidated balance sheets and totaled $ 11.8 million and $ 11.5 million at December 31, 2024 and 2023, respectively.

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

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

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

Based on this study, we 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.

With additional information gathered from the CAP investigation during 2024, we determined the total range of possible remediation cost outcomes to be between $ 17.4 million to $ 33.6 million.

We retained a provision of $ 11.8 million within our financial statements which considers the range of possible outcome costs and potential allocation of the responsibility between the identified PLPs, both of which could vary materially from our estimates.

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

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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.

As of each of December 31, 2024 and December 31, 2023, there was $ 1.4 million in bonds posted in connection with these obligations.

Failure to remove the pile by August 31, 2025, would have resulted in forfeiture of the bonds and penalties by PaDEP.

During December 2024, we removed the wood fiber waste pile from the site and our removal obligations under the COA closed.

Purchase Obligations - As of December 31, 2024, we have purchase obligations of $ 73.2 million due in 2025 and $ 42.2 million due in 2026 and thereafter.

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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)

The components of net periodic benefit cost are summarized as follows:

Components of pension benefit expense - U.S.

benefit plan 2023 2022 2021

$ 7,400 $ 3,470 $ 2,690

benefit plan Year Ended December 31,

(amounts in thousands) 2024 2023 2022

Service cost $ 2,700 $ 7,400 $ 3,470

Interest cost 13,556 16,602 10,556

16,602 10,556 8,870

Expected return on plan assets ( 15,377 ) ( 18,860 ) ( 21,424 )

( 18,860 ) ( 21,424 ) ( 22,234 )

Amortization of net actuarial pension loss — 480 1,798

480 1,798 9,092

Settlement loss — 4,349 —

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

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

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 5.57 % discount rate for our projected benefit obligation.

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

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 target allocation of plan assets was 76.0 % fixed income securities, 17.7 % equity securities and 6.3 % other investments, as of December 31, 2024 and 2023.

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.

(amounts in thousands)

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

benefit plan 2023 2022

(amounts in thousands) December 31, 2024 December 31, 2023

Balance as of January 1, $ 279,579 $ 314,477

Actual return on plan assets 6,474 36,191

36,191 ( 80,997 )

Benefits paid ( 21,472 ) ( 20,041 )

( 20,041 ) ( 20,060 )

Administrative expenses paid ( 2,152 ) ( 4,381 )

( 4,381 ) ( 3,413 )

Plan settlements — ( 46,667 )

Balance at period end $ 262,429 $ 279,579

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)

The plan’s projected benefit obligation is determined by using weighted-average assumptions, as summarized below:

Change in projected benefit obligation - U.S.

benefit plan 2023 2022

(amounts in thousands) December 31, 2024 December 31, 2023

Balance as of January 1, $ 283,896 $ 325,479

Service cost 2,700 7,400

Interest cost 13,556 16,602

16,602 10,556

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

Actuarial (gain) loss ( 15,039 ) 8,296

Benefits paid ( 21,472 ) ( 20,041 )

( 20,041 ) ( 20,060 )

Administrative expenses paid ( 2,151 ) ( 4,381 )

( 4,381 ) ( 3,413 )

Plan settlements — ( 49,459 )

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2030-2034 98,712

The Company made no cash contributions to the plan for the years ended December 31, 2023 and December 31, 2022.

The Company made no cash contributions to the plan for the years ended December 31, 2024 and 2023.

During fiscal year 2025, no cash contributions are required to be made to the plan.

The plan’s accumulated benefit obligation of $ 261.5 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

The plan’s funded status is as follows:

Long-term (overfunded) unfunded pension liability - U.S.

(amounts in thousands) December 31, 2024 December 31, 2023

Projected benefit obligation at end of period $ 261,490 $ 283,896

$ 283,896 $ 325,479

Fair value of plan assets at end of period ( 262,429 ) ( 279,579 )

(Overfunded) unfunded pension (asset) liability (1)

$ ( 939 ) $ 4,317

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

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

(amounts in thousands)

(1) The overfunded pension liability as of December 31, 2024, is recorded in long-term other assets in the accompanying consolidated balance sheet.

Net actuarial pension losses are recorded in consolidated other comprehensive income (loss) are as follows:

Accumulated other comprehensive loss - U.S.

benefit plan 2023 2022 2021

Net actuarial pension loss beginning of period $ 43,113 $ 52,832 $ 102,161

benefit plan Year Ended December 31,

(amounts in thousands) 2024 2023 2022

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

Amortization of net actuarial loss — ( 480 ) ( 1,798 )

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

Net gain occurring during year ( 6,135 ) ( 11,826 ) ( 7,921 )

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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

$ 1,275 $ 1,842 $ 2,035

benefit plans Year Ended December 31,

(amounts in thousands) 2024 2023 2022

Service cost $ 1,222 $ 1,275 $ 1,842

Interest cost 864 879 349

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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)

plans is determined by using weighted-average assumptions as summarized below:

Change in projected benefit obligation - Non-U.S.

benefit plans

(amounts in thousands) December 31, 2024 December 31, 2023

Balance as of January 1, $ 27,000 $ 24,491

Service cost 1,222 1,275

Interest cost 864 879

1 unchanged sentence

Benefits paid ( 1,990 ) ( 1,892 )

( 1,892 ) ( 1,700 )

Cumulative translation adjustment ( 2,050 ) 1,085

1,085 ( 3,186 )

Balance at period end $ 26,153 $ 27,000

4 unchanged sentences

As of December 31, 2024, the estimated benefit payments for the non-U.S.

plans over the next ten years are as follows (amounts in thousands):

plans over the next ten years are as follows:

(amounts in thousands) Total

2030-2034 8,779

3 unchanged sentences

plans in 2025.

The funded status of these plans as of December 31 are as follows:

The funded status of these plans are as follows:

(amounts in thousands)

Unfunded pension liability - Non-U.S.

benefit plans 2023 2022

benefit plans December 31, 2024 December 31, 2023

Long-term unfunded pension liability $ 21,615 $ 22,185

$ 22,185 $ 20,107

Current portion 4,538 4,815

1 unchanged sentence

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)

Net actuarial pension losses are recorded in consolidated other comprehensive income (loss) are as follows:

(amounts in thousands) Year Ended December 31,

Accumulated other comprehensive loss - Non-U.S.

benefit plans 2024 2023 2022

Net actuarial pension loss beginning of period $ 2,273 $ 9,913 $ 12,811

Net actuarial pension loss at beginning of period $ 2,017 $ 2,273 $ 9,913

Amortization of net actuarial loss ( 267 ) ( 45 ) ( 532 )

( 45 ) ( 532 ) ( 857 )

Net (gain) loss occurring during year 1,163 ( 6,457 ) ( 931 )

Net loss (gain) occurring during year 1,107 1,163 ( 6,457 )

Effect of curtailment — — ( 167 )

1 unchanged sentence

Cumulative translation adjustment ( 106 ) 68 ( 484 )

68 ( 484 ) ( 1,110 )

Net actuarial pension loss at end of period $ 2,751 $ 2,017 $ 2,273

( 399 ) ( 632 ) ( 2,280 )

Tax benefit ( 598 ) ( 399 ) ( 632 )

Net actuarial pension loss at end of period, net of tax $ 2,153 $ 1,618 $ 1,641

1 unchanged sentence

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.

The total cost of these plans was $ 36.6 million, $ 36.4 million and $ 39.0 million in the years ended December 31, 2024, 2023 and 2022, respectively.

Supplemental Cash Flow Information

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

Year Ended December 31,

(amounts in thousands) 2024 2023 2022

Cash Operating Activities:

7 unchanged sentences

Issuances of notes receivable $ ( 54 ) $ ( 58 ) $ ( 55 )

$ ( 58 ) $ ( 55 ) $ ( 52 )

Cash received on notes receivable 100 319 149

6 unchanged sentences

Proceeds from issuance of new debt $ 350,000 $ — $ —

$ — $ — $ 548,625

Borrowings on long-term debt 1,225 127,336 779,977

127,336 779,977 37,306

Payments of long-term debt ( 400,633 ) ( 684,766 ) ( 767,248 )

( 684,766 ) ( 767,248 ) ( 666,534 )

Payments of debt issuance and extinguishment costs, including underwriting fees ( 5,770 ) ( 3,908 ) —

1 unchanged sentence

Cash paid for amounts included in the measurement of finance lease liabilities $ 2,468 $ 1,880 $ 1,792

$ 1,880 $ 1,792 $ 2,090

Non-cash Financing Activities:

Prepaid insurance funded through short-term debt borrowings $ — $ 16,628 $ 16,486

$ 16,628 $ 16,486 $ 13,048

Shares repurchased in accounts payable — — 1,066

Accounts payable converted to installment notes 5 176 1,279

1 unchanged sentence

Cash taxes paid, net of refunds $ 45,996 $ 48,092 $ 44,723

$ 48,092 $ 44,723 $ 36,513

Cash interest paid 72,497 74,735 80,613

74,735 80,613 74,953

Summarized Quarterly Financial Information (Unaudited)

(amounts in thousands) First Quarter Second Quarter Third Quarter Fourth Quarter

Net revenues $ 1,080,522 $ 1,125,767 $ 1,076,980 $ 1,021,065

Gross margin $ 191,787 $ 225,555 $ 223,596 $ 191,683

Income (loss) from continuing operations, net of tax 8,465 22,502 16,908 ( 22,640 )

Gain (loss) on sale of discontinued operations, net of tax — — 26,076 ( 10,377 )

Income (loss) from discontinued operations, net of tax 6,669 15,779 801 ( 1,738 )

Net income (loss) 15,134 38,281 43,785 ( 34,755 )

Diluted Net income (loss) per share from continuing operations $ 0.10 $ 0.26 $ 0.20 $ ( 0.27 )

Diluted Net income (loss) per share from discontinued operations 0.08 0.18 0.31 ( 0.14 )

Diluted Net income (loss) per share $ 0.18 $ 0.45 $ 0.51 $ ( 0.41 )

(amounts in thousands) First Quarter Second Quarter Third Quarter Fourth Quarter

Net revenues $ 1,045,615 $ 1,179,154 $ 1,140,025 $ 1,179,014

Gross margin $ 171,666 $ 206,614 $ 206,389 $ 201,251

Income (loss) from continuing operations, net of tax ( 3,575 ) 34,958 ( 45,064 ) 25,904

Income from discontinued operations, net of tax 3,047 10,868 11,872 7,717

Net income (loss) $ ( 528 ) $ 45,826 $ ( 33,192 ) $ 33,621

Diluted Net income (loss) per share from continuing operations $ ( 0.04 ) $ 0.40 $ ( 0.53 ) $ 0.31

Diluted Net income per share from discontinued operations 0.03 0.12 0.14 0.09

Diluted Net income (loss) per share $ ( 0.01 ) $ 0.52 $ ( 0.39 ) $ 0.40

Diluted Net income (loss) per share may not sum due to rounding.

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

What changed 10-K

Item 9A. Controls and Procedures