UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20202023
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 001-38000

JELD-WEN Holding, Inc.
(Exact name of registrant as specified in its charter)

Delaware 93-1273278
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
2645 Silver Crescent Drive
Charlotte, North Carolina 28273
(Address of principal executive offices, zip code)
(704) 378-5700
(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock (par value $0.01 per share)JELDNew York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer 
    
Non-accelerated filer  Smaller reporting company 
Emerging growth company 
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
The aggregate market value of the common stock held by non-affiliates of the registrant was $986.3 million$1.5 billion as of the end of the registrant's second fiscal quarter (based on the closing sale price for the common stock on the New York Stock Exchange on June 26, 2020)July 1, 2023). Shares of the registrant's voting stock held by each executive officer and director and by each entity or person that, to the registrant's knowledge, owned 10% or more of the registrant's outstanding common stock as of June 27, 2020July 1, 2023 have been excluded from this number in that these persons may be deemed affiliates of the registrant.
The registrant had 100,835,85185,573,598 shares of common stock, par value $0.01 per share, issued and outstanding as of February 19, 2021.16, 2024.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Form 10-K incorporates by reference certain information from the registrant's Definitive Proxy Statement for its 20212024 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after December 31, 2020.2023.
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JELD-WEN HOLDING, Inc.
- Table of Contents ���
Page No.
Part I.
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 1C. Cybersecurity
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
Part II.
Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Item 6. Selected Financial Data[Reserved]
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Part III.
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accounting Fees and Services
Part IV.
Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10-K Summary
Signatures
Consolidated Financial Statements
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Glossary of Terms

When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below:
Form 10-KAnnual Report on Form 10-K for the fiscal year ended December 31, 20202023
A&LA&L Windows Pty. Ltd.
ABL FacilityOur $400$500 million asset-based loan revolving credit facility, dated as of October 15, 2014 and as amended from time to time, with JWI (as hereinafter defined) and JELD-WEN of Canada, Ltd., as borrowers, the guarantors party thereto, a syndicate of lenders, and Wells Fargo Bank, N.A., as administrative agent
ABSJWI d/b/a American Building Supply, Inc.
Adjusted EBITDA from continuing operations
A supplemental non-GAAP financial measure of operating performance not based on anya standardized methodology prescribed by GAAP that we define as netAdjusted EBITDA from continuing operations as income (loss), from continuing operations, net of tax, adjusted for the following items: loss from discontinued operations, net of tax; equity earnings of non-consolidated entities; income tax expense (benefit) expense;; depreciation and amortization; interest expense, net; impairmentnet; and certain special items consisting of non-recurring net legal and professional expenses and settlements; goodwill impairment; restructuring and asset related charges; gain on previously held shares of equity investment;other facility closure, consolidation, and related costs and adjustments; M&A related costs; net (gain) loss on sale of property and equipment; loss on extinguishment of debt; share-based compensation expense; pension settlement charges; non-cash foreign exchange transaction/translation (income) loss; and other non-cash items; other items; and costs related to debt restructuring and debt refinancingspecial items.
ASCAccounting Standards Codification
ASUAccounting Standards Update
AUDAustralian Dollar
Australia Senior Secured Credit FacilityOur senior secured credit facility, dated as of October 6, 2015 and as amended from time to time, with certain of our Australian subsidiaries, as borrowers, and Australia and New Zealand Banking Group Limited, as lender
BBSYBank Bill Swap Bid Rate
BreezwayBreezway Australia Pty. Ltd.
BylawsSecond Amended and Restated Bylaws of JELD-WEN Holding, Inc.
CAPCleanup Action Plan
CEOChief Executive Officer
CFOChief Financial Officer
CARES ActCoronavirus Aid, Relief, and Economic Security Act enacted on March 27, 2020
CEOChief Executive Officer
CFOChief Financial Officer
CIOChief Digital and Information Officer
CISOChief Information Security Officer
CharterAmended and Restated Certificate of Incorporation of JELD-WEN Holding, Inc.
Class B-1 Common StockShares of our Class B-1 common stock, par value $0.01 per share, all of which were converted into shares of our Common Stock on February 1, 2017
CMIJWI d/b/a CraftMaster Manufacturing, Inc.
COAConsent Order and Agreement
CODMChief Operating Decision Maker, which is our Chief Executive Officer
Common StockThe 900,000,000 shares of common stock, par value $0.01 per share, authorized under our Charter
Core RevenuesNet revenue excluding the impact of foreign exchange, divestitures, and acquisitions completed in the last twelve months
Corporate Credit FacilitiesCollectively, our ABL Facility and our Term Loan Facility
COVID-19A novel strain of the 2019-nCov coronavirus
Credit FacilitiesCollectively, our Corporate Credit Facilities and our Australia Senior Secured Credit Facility as well as other acquired term loans and revolving credit facilities
D&K&OD&K Home Security Pty. Ltd.Directors and Officers
DKKDanish KroneKroner
DomofermThe Domoferm Group of companies
DooriaDooria AS
EPAThe U.S. Environmental Protection Agency
ERCEmployee Retention Credit
ERPEnterprise Resource Planning
ESOPJELD-WEN, Inc. Employee Stock Ownership and Retirement Plan
E.U.European Union
Exchange ActSecurities Exchange Act of 1934, as amended
FASBFinancial Accounting Standards Board
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Free Cash FlowA non-GAAP financial measure that we define as net cash (used in) provided by operating activities less capital expenditures (including purchases of intangible assets)
GAAPGenerally Accepted Accounting Principles in the United States
GHGsGreenhouse Gases
GILTIGlobal Intangible Low-Taxed Income
HTEHigh Tax Exclusion
IPOThe initial public offering of shares of our common stock, as further described in this report on Form 10-K
JELD-WEN
JELD-WEN Holding, Inc., together with its consolidated subsidiaries where the context requires
JEMJELD-WEN Excellence Model
JWAJELD-WEN of Australia Pty. Ltd.
JWHJELD-WEN Holding, Inc., a Delaware corporation
JWIJELD-WEN, Inc., a Delaware corporation
KolderKolder Group
LaCantinaJWI d/b/a LaCantina Doors, Inc.
LIBORLondon Interbank Offered Rate
M&AMergers and acquisitions
MattioviMattiovi Oy
MMI DoorJWI d/b/a Milliken Millwork, Inc.
MD&AManagement’s Discussion and Analysis of Financial Condition and Results of Operations
NAVNet asset value
NOLNet operating loss
NYSENew York Stock Exchange
OnexOnex Partners III LP and certain affiliates
PaDEPPennsylvania Department of Environmental Protection
PLPPotential Liability Party
Preferred Stock90,000,000 shares of Preferred Stock, par value $0.01 per share, authorized under our Charter
PSUPerformance Stock Unit
R&RRepair and Remodel
ROU assetRight-of-use asset
Registration Rights AgreementThe agreement among JELD-WEN Holdings, Inc., Onex and its affiliates, and certain of our directors, executive officers and other pre-IPO stockholders entered into on October 3, 2011, as amended and restated on January 24, 2017 in connection with our IPO, and amended further on May 12, 2017 and November 12, 2017
RSURestricted Stock Unit
Sarbanes-OxleySarbanes-Oxley Act of 2002, as amended
SECU.S. Securities and Exchange Commission
Securities ActSecurities Act of 1933, as amended
Senior Notes$800.0 million of unsecured notes issued in December 2017 in a private placement in two tranches: $400.0 million bearing interest at 4.625% and maturing in December 2025 ($200.0 of which were redeemed in August 2023) and $400.0 million bearing interest at 4.875% and maturing in December 20272027.
Senior Secured Notes$250.0 million of senior secured notes issued in May 2020 in a private placement bearing interest at 6.25% and maturingredeemed in May 2025August 2023.
SOFRSecured Overnight Financing Rate
SG&ASelling, general, and administrative expenses
Tax ActTax Cuts and Jobs Act
Term Loan FacilityOur term loan facility, dated as of October 15, 2014, and as amended from time to time with JWI, as borrower, the guarantors party thereto, a syndicate of lenders, and Bank of America, N.A., as administrative agent
Common Stock900,000,000 shares of common stock, with a par value of $0.01 per share
TrendTrend Windows & Doors Pty. Ltd.
U.K.United Kingdom of Great Britain and Northern Ireland
U.S.United States of America
VPIJWI d/b/a VPI Quality Windows, Inc.
WADOEWashington State Department of Ecology
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Working CapitalAccounts receivable plus inventory less accounts payable
WTWWillis Towers Watson
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CERTAIN TRADEMARKS, TRADE NAMES, AND SERVICE MARKS
    This 10-Kreport includes trademarks, trade names, and service marks owned by us. Our U.S. window and door trademarks include JELD-WEN®, AuraLast®, MiraTEC®, Extira®, LaCANTINA®, MMI Door®, Karona®TM, ImpactGard®, JW®, Aurora®, IWP®, True BLU®, ABSTM, Siteline®, National Door®, Low-Friction Glider®, Hydrolock®, VPITM, AURALINE®, FINISHIELD®, MILLENNIUM®,TRUFIT®, EPICVUE®, and VPIEVELINTM ®. Our trademarks are either registered or have been used as common law trademarks by us. The trademarks we use outside the U.S. include the Stegbar®, Regency®, William Russell Doors®, Airlite®, Trend®, The Perfect FitTM, Aneeta®, Breezway®, KolderTM ,Corinthian® and A&L® marks in Australia, and Swedoor®, Dooria®, DANA®, MattioviTM, Zargag® , Alupan® and, Domoferm®, Kellpax®,and HSE™ marks in Europe. ENERGY STAR® is a registered trademark of the U.S. Environmental Protection Agency. This 10-Kreport contains additional trademarks, trade names, and service marks of others, which are, to our knowledge, the property of their respective owners. Solely for convenience, trademarks, trade names, and service marks referred to in this 10-Kreport appear without the ®, ™ or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names, and service marks. We do not intend our use of other parties’ trademarks, trade names, or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.
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PART I - FINANCIAL INFORMATION

FORWARD-LOOKING STATEMENTS

    In addition to historical information, this Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the federal Securities Act and Section 21E of the Exchange Act, which are subject to the “safe harbor” created by those sections. All statements, other than statements of historical facts, included in this Annual Report on Form 10-K are forward-looking statements. You canForward-looking statements are generally identify forward-looking statementsidentified by our use of forward-looking terminology, such asincluding the terms “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” or “should,” or theand, in each case, their negative thereof or other variations thereonvarious orcomparable terminology. In particular, statements about the markets in which we operate, including growth of our various markets, and our expectations, beliefs, plans, strategies, objectives, prospects, assumptions, or future events or performance under Item 7-7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 1-1 - Business are forward-looking statements. In addition, statements regarding the potential outcome and impact of pending litigation are forward-looking statements.
    We have based these forward-looking statements on our current expectations, assumptions, estimates, and projections. While we believe these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed under the headings Item 1A - Risk Factors in this Form 10-K may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include:
negative trends in overall business, financial market and economic conditions, and/or activity levels in our end markets;
increases in interest rates and reduced availability of financing for the purchase of new homes and home construction and improvements;
our highly competitive business environment;
failure to timely identify or effectively respond to consumer needs, expectations, or trends;
failure to maintain the performance, reliability, quality, and service standards required by our customers;
failure to successfully implement our strategic initiatives, including JEM;our productivity, cost reduction and global footprint rationalization initiatives;
disruptions in our operations due to natural disasters, public health issues, such as COVID-19, and armed conflicts, including the ongoing conflict between Russia and Ukraine and instabilities in the Middle East;
economic and geopolitical uncertainty and risks that arise from operating a multinational business;
acquisitions, divestitures, or investments in other businesses that may not be successful;
adverse outcome of pending or future litigation;
declines in our relationships with and/or consolidation of our key customers;
increases in interest rates and reduced availability of financing for the purchase of new homes and home construction and improvements;
fluctuations in the prices of raw materials used to manufacture our products;
delays or interruptions in the delivery of raw materials or finished goods;
failure to retain and recruit executives, managers, and employees;
seasonal business with varying revenue and profit;
changes in weather patterns;
political, regulatory, economic,patterns and other risks, including pandemics, such as COVID-19, that arise from operating a multinational business;related extreme weather conditions;
exchange rate fluctuations;
disruptions in our operations;
manufacturing realignments and cost savings programs resulting in a decrease in short-term earnings;
our Enterprise Resource Planning system that we are currently implementing proving ineffective;
security breaches and other cybersecurity incidents;
increases in labor costs, potential labor disputes, and work stoppages at our facilities;
changes in building codes that could increase the cost of our products or lower the demand for our windows and doors;
compliance costs and liabilities under environmental, health, and safety laws and regulations;
compliance costs with respect to legislative and regulatory proposals to restrict emission of GHGs;
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lack of transparency, threat of fraud, public sector corruption, and other forms of criminal activity involving government officials;
product liability claims, product recalls, or warranty claims;
inability to protect our intellectual property;
loss of key officers or employees;pension plan obligations;
pension plan obligations;availability and cost of credit;
our current level of indebtedness;
risks associated with any material weaknesses inindebtedness and the effect of restrictive covenants under our internal controls;
the extent of Onex’s control of us;existing or future indebtedness including our Credit Facilities, Senior Secured Notes, and Senior Notes; and
other risks and uncertainties, including those listed under Item 1A-1A - Risk Factors.

    Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in this Form 10-K are not guarantees of future performance and our actual results of operations, financial condition, and liquidity, and the development of the industry in which we operate may differ materially from the forward-looking statements contained herein. In addition, even if our results are consistent with the forward-looking statements contained in this Form 10-K, they may not be predictive of results or developments in future periods.
Any forward-looking statement in this Form 10-K speaks only as of the date of this Form 10-K. We do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.



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Item 1 - Business.
Our Company
    We are onea leading global designer, manufacturer, and distributor of the world’s largest door and window manufacturers. We design, produce, and distribute an extensive range ofhigh-performance interior and exterior doors, windows, and related building products, for use inserving the new construction and R&R of residential single and multi-family homes and, to a lesser extent, non-residential buildings.sectors.
    We market our products globally under theThe JELD-WEN brand along with several market-leading regionalfamily of brands such asincludes JELD-WEN worldwide; LaCantina and VPI in North America; and Swedoor, DANA, and DANAKellpex in Europe and Corinthian, Stegbar, and Trend in Australia.Europe. Our customers include wholesale distributors and retailers as well as individual contractors and consumers. Our business is highly diversified by distribution channel, geography, and construction application as illustrated below:
20202023 Net Revenues $4,236$4,304 million
ChannelGeography
Construction Application(1)

jeld-20201231_g1.jpgjeld-20201231_g2.jpgjeld-20201231_g3.jpg570757085709
(1)Percentage of net revenues by construction application is management’s estimate based on the end markets into which our customers sell.
    As onea leading global manufacturer of the largest doorinterior and window companies in the world,exterior building products, we have invested significant capital to build a business platform that we believe is unique among our competitors. We operate approximately 14084 manufacturing and distribution facilities in 1915 countries located primarily in North America Europe, and Australia. OurEurope. We are focused on optimizing our global manufacturing footprint is strategically sizedto enhance performance and located to meetimprove profit margins. On July 2, 2023, we completed the delivery requirementssale of our customers. Australasia business (“JW Australia”). The net assets and operations of the disposal group met the criteria to be classified as “discontinued operations” and are reported as such in all periods. Unless otherwise indicated, the description of our business provided in Part I pertains to continuing operations only (seeNote 1 - Description of Company and Summary of Significant Accounting Policies and Note 2 - Discontinued Operationsto our consolidated financial statements for further information).
For many product lines, our manufacturing processes are vertically integrated, enhancing our range of capabilities, our ability to innovate, and our quality control, as well as providing us with supply chain, transportation, and working capital savings. We believe that our manufacturing network allows us to deliver our broad portfolio of products to a wide range of customers across the globe, while improving our customer service and strengthening our market positions.
Our History
    We were founded in 1960 by Richard L. Wendt, when he, together with four business partners, bought a millwork plant in Oregon. The subsequent decades were a time of successful expansion and growth as we added different businesses and product categories such as interior doors, exterior steel doors, and vinyl windows. Our first overseas acquisition was Norma Doors in Spain in 1992 and since then we have acquired or established numerous businesses in Europe, Australia, Asia, Canada, and Mexico, making usJELD-WEN a truly global company.
    In October 2011, certain funds managed by affiliates of Onex acquired a majority of the combined voting power in the Company through the acquisition of convertible debt and convertible preferred equity. After the Onex investment, we began the transformation of our business from a family-run operation to a global organization with independent, professional management. The transformation accelerated after 2013 with the hiring of a new senior management team strategically recruited from a number of world-class industrial companies. Our current management team has extensive experience driving operational improvement, innovation, and growth, both organically and through acquisitions. As of December 31, 2020, Onex owned approximately 32.6% of our outstanding shares of Common Stock. In 2021, Onex exercised its rights under its Registration Rights Agreement and requested
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In February 2017, we completed an initial public offeringthe registration for resale of all of their shares of our Common Stock in multiple underwritten public offerings. During August 2021, Onex fully divested their ownership in the Company and no longer had representation on the New York Stock Exchange under the symbol “JELD.”Board of Directors.
Our Business Strategy and Operating Model
We strive to achieve best-in-industry financial performance and shareholder returns through the disciplined execution of our strategic growth driversstrategy which include:includes:
streamlining and simplifying the business, optimizing product mix, rationalizing our global footprint and strategically sourcing our raw materials to improve returns on our investments;
enhancing performance and improving profit margins through strategic cost-reduction and productivity initiatives, such as upgrading go-to-market processes, optimizing our sales force through training, right-sizing and consolidating our manufacturing network, investing in automation and leveraging our scale to streamline sourcing;
disciplined capital allocation and working capital management designed to maximize shareholder returns, cash flows, and return on invested capital in a balanced manner;
sustainability-focused innovations to drive profitable organic revenue growth, including new product development and innovation, investmentsgrowth;
investing in our brands and marketing, and commercial excellence programs such as customer segmentation, and pricingprice optimization;
an operational excellence model designed to improve our profit margins, including lean tools to drive manufacturing productivity savings and cycle time improvements, as well as fixed-cost savings and quality enhancements from our global facility rationalization and modernization initiative;
high conversion of earnings to free cash flow and disciplined capital allocation designed to maximize shareholder returns in a balanced manner between debt reduction, strategic acquisitions, and share repurchases; and
growing a premier performingperformance culture with high employee engagement, supportedled by our values and a relentlesskeen focus on talent management.
The execution of our strategy is supported and enabled by a relentless focus on the deployment of the JELD-WEN Excellence Model, or JEM, which is our global business operating system. JEM creates a culture of continuous improvement through standard work, problem solving tools, and lean thinking. We believe that JEM is the foundation to drive business transformation across all aspects of the entire global enterprise. Over the long term, we believe that the implementation of these strategic drivers is largely within our control and is less dependent on external factors.
Our Products
    We provide a broad portfolio of interior and exterior doors, windows, and related building products manufactured from a variety of wood, metal, and composite materials offered across a full spectrum of price points. In the year ended December 31, 2020,2023, our door sales accounted for 65%63% of net revenues, our window sales accounted for 20%21% of net revenues, and our other ancillary products and services accounted for 15%16% of net revenues.
Doors
    We are a leading global manufacturer of residential doors. We offer a full line of residential interior and exterior door products, including patio doors and folding or sliding wall systems. Our non-residential door product offering is concentrated in Europe, where we are a leading non-residential door provider by net revenues in Germany, Austria, Switzerland, and Scandinavia. In order toWe also offer non-residential doors across North America in certain markets. To meet the design, durability, and energy efficiency requirements of our customers, our product portfolio encompasses many types of materials, including wood veneer, composite wood, steel, glass, and fiberglass that satisfy a range of price points from mid-levelentry-level to high-end. Our highest volume products include molded interior doors, which are made from two composite molded door skins joined by a wooden frame and filled with a hollow honey-cell core or other solid core materials. These low-costvalue doors are the most popular choice for interior residential applications in North America, and are also prevalent in France and the U.K. In the U.S., we manufacture exterior doors primarily made from fiberglass and steel. FiberglassOur fiberglass product line has grown in popularity due to its attractive thermal properties, aesthetics, and durability. We have dedicated additional resources to our exterior fiberglass door business, which includes door slabs and door systems, and believe we have a leading product offering based on quality, breadth of design options, and range of price points. We also manufacturer stile and rail doors in our U.S. manufacturing facilities. In Europe, we also sell highly engineeredhigh performance residential and non-residential doors, with features such as soundproofing, fire resistance, radiation resistance, security, and added security. We alsoin Scandinavia we design and manufacture stiledoors which can withstand extreme environmental conditions in coastal and rail doors in our Southeast Asia and U.S. manufacturing facilities. In the U.S., we also manufacture folding and sliding wall systems.arctic environments. Additionally, we offer profitable value-added distribution services for residential and non-residential products in all of our markets, including customizable configuration services, specialized component options, and multiple finishing options. These services are valued by labor constrained customers and allow us to capture more profit from the sale of our door products. In the U.S., our acquisitions of ABS and MMI Door are examples of our increased focus on value-added services.
Windows
    We are a leading global manufacturer of residential windows.windows in North America. We manufacture a full line of residential wood, vinyl, aluminum, and wood composite windows in North America, wood and aluminum windows in Australia, and wood windows in the U.K.America. Our window product lines comprise a full range of styles, features, and energy-saving options in order to meet the varied needs of our customers in each of our regional end markets. For example, our high-performance wood and vinyl windows with multi-pane glazing and superior energy efficiency properties are in greater demand in Canada and the northern U.S. By contrast,In addition, our lower-cost aluminum framedvalue windows are popular in somewith production builders and the remodel and replacement markets. In select coastal regions, of the southern U.S., while in coastal Florida certain local building codes requirewe offer impact windows that can
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withstand the impact of debris propelled by hurricane-force winds. Woodhurricane force winds and satisfy local building codes. Our wood windows areremain prevalent as a high-end option in all of our markets because they possess both insulating qualities and the beauty of natural wood. In North America, our wood windows and patio doors include our proprietary AuraLast treatment, which is a unique water-based wood protection process that provides protection against wood rot and decay. We believe AuraLast is unique in its
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ability to penetrate and protect the wood through to the core, as opposed to being a shallow or surface-only treatment. Our most recentWith the acquisition of LaCantina Doors, the Company added LaCantina’s innovative folding, multi-slide, and swing patio doors and wall systems to its already robust windows product introductions showcase our differentiated capability utilizing alternative materials including our Auraline wood composite window and patio doors. Additionally, withoffering. We also offer a non-residential line of vinyl windows for a broad assortment of commercial applications. With the acquisition of VPI, we added vinyl windows for mid-rise, multi-family, institutional, hospitality, and commercial properties to our product lineup. Our windows typically retail at prices ranging from $100 to $200 for a basic vinyl window to over $1,000 for a custom energy-efficient wood window. We believe that our innovative energy-efficient windows position us to benefit from increasing environmental awareness among consumers and from changes in local building codes. In recognition of our expansive energy-efficient product line, we have been an ENERGY STAR partner since 1998. We have received ENERGY STAR Canada’s Excellence Award in 2023 and have won 7 ENERGY STAR Canada Manufacturer of the Year Awards.
Other Ancillary Products and Services
    In certain regions, we sell a variety of other products that are ancillary to our door and window offerings, which we do not classify as door or window sales. These products include shower enclosures and wardrobes, moldings, trim board, lumber, cutstock, glass, staircases, hardware and locks, cabinets, and window screens. We also 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. Miscellaneous installation and other services are also included in this category.
Our Segments
    We operate within the global market for residential and non-residential doors and windows with sales spanning approximately 10071 countries. While we operate globally, the markets for doors and windows are regionally distinct with suppliers manufacturing finished goods in proximity to their customers. Finished doors and windows are generally bulky, expensive to ship, and, in the case of windows, fragile. Designs and specifications of doors and windows also vary from country to country due to differing construction methods, building codes, certification requirements, and consumer preferences. Customers also demand short delivery times and can require special order customizations. We believe that we are well-positioned to meet the global demands of our customers due to our market leadership, strong brands, broad product line, and strategically located manufacturing and distribution facilities.
    Our operations are managed and reported in threetwo reportable segments, organized and managed principally by geographic region. Our reportable segments are North America Europe, and Australasia.Europe. We report all other business activities in Corporate and unallocated costs. Factors considered in determining the threetwo reportable segments include the nature of business activities, the management structure accountable directly to the CODM for operating and administrative activities, the discrete financial information available, and the information regularly presented toreviewed by the CODM.
North America
    In our North America segment, we compete primarily in the new construction and R&R market for residential doors and windows in the U.S. and Canada. We are the only manufacturer that offers a full line of interior and exterior door and window products, allowing us to offer a more complete solution to our customer base. We believe thatWhile we expect to realize some benefit from share gains and continued growth from pricing strategies to offset inflation, our leading position in the North American market will enable usis expected to benefit fromcontinue to face headwinds during 2024 primarily due to heightened interest rates and continued growth in residential construction activity over the next several years.labor inflation. We believe that our total market opportunity in North America also includeswill continue to include non-residential applications and other related building products, and value-added services.products.
Europe
    The European market for doors is highly fragmented, and we have the only platform in the industry capable of serving nearly all European countries. In our Europe segment, we compete primarily in the market for residential and non-residential doors in Germany, the U.K., France, Austria, Switzerland, and Scandinavia. We believeDuring 2024, we expect headwinds in our residential and non-residential markets due to general economic weakness and as interest rates that our total market opportunity in Europe also includes other European countries, other door product lines, related building products, and value-added services. New construction and R&R activity isare expected to remain stable over the next several years and we believe opportunity in Europe includes the introduction of new product offerings.
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Australasia
    In our Australasia segment, we compete primarily in the market for residential doors and windows in Australia, where we hold a leading position by net revenues. We believe that our total market opportunity in the Australasia region includes other countries in the region, as well as non-residential applications, other related building products, and value-added services. For example, we also sell a full line of shower enclosures and closet systems throughout Australia. The market for residential new construction in Australia contracted over the last two years, primarily due to government-imposed rules that restricted credit availability for homebuyers, increased immigration restrictions limiting population growth due to COVID-19, and continued downward economic results further extended due to the pandemic. While the Australian government has taken accommodative actions to increase credit availability and spur demand growth, the market for new home construction is expected to remain soft throughout 2021.high.
    Financial information regarding our segments is included in Note 1614 - Segment Information to our financial statements included in this Form 10-K.
Materials
    Historically our sourcing function operated primarily in a regional, decentralized model. Over the past several years we have turned global sourcing into a competitive advantage by building a centralized global sourcing team focused on minimizing material costs through strategic global sourcing and value-added re-engineering of components. We believe leveraging our significant spending and the global nature of our purchases will allow us to achieve these goals.
    We generally maintain a diversified supply base for the materials used in our manufacturing operations. The primary materials used for our door business include wood, wood veneers, wood composites, steel, glass, internally produced door skins, fiberglass compound, and hardware, as well as petroleum-based products such as resin and binders. The primary materials for our window business include wood, wood components, glass, and hardware, as well as aluminum and vinyl extrusions. Wood components for our window operations are sourced primarily from our own manufacturing plants, which allow us to improve margins and take advantage of our proprietary technologies such as our AuraLast wood treatment process.
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    We track commodities in order to understand our vendors’ costs, realizing that our costs are determined by the broader competitive market as well as by increases in the inputs to our vendors. In order to manage the risk in material costs, we develop strategic relationships with suppliers, routinely evaluate substitute components, develop new products, vertically integrate, where applicable, and seek alternative sources of supply from multiple vendors and often from multiple geographies.
Seasonality
    In a typical year, our operating results are impacted by seasonality. Historically, peak season for home construction and remodeling in our North America and Europe segments, which represent the substantial majority of our revenues, generally corresponds with the second and third calendar quarters, and therefore our sales volume is usually higher during those quarters. Seasonal variations in operating results may be impacted by inclement weather conditions, such as cold or wet weather, which can delay construction projects.
Sales and Marketing
    We actively market and sell our products directly to our customers around the world through our global sales force and indirectly through our marketing and branding initiatives, which includes our enhanced social media presence. Our global sales force, which is organized and managed regionally, focuses on building and maintaining relationships with key customers as well as managing customer supply needs and arranging in-store promotional initiatives. In North America and Europe, we also have a dedicated teamteams that focusesfocus on our large home centerretail customers.
We have recently made significantcontinue to make investments in tools and technologies to enhance the effectiveness of our sales force and improve ease of doing business.our customers’ purchasing experience. For example, we are continuing to invest and utilize Salesforce in the process of deploying Salesforce.com on a global basis, which will provide us with a common globalNorth America and Europe to enhance our customer relationshiprelationships and support. We continue to leverage Salesforce for improved data management, platform. In addition, we are investing in our online ordering tools to simplify our order entry process. We have introduced an electronic ordering system for easy order placement,service level tracking, Ecommerce, and we are expanding our online retail sales.
    We have restructured the commission and incentive plans of our sales team to drive focus on achieving profitable growth.workflow enhancements. We have also invested significantlymade investments in our architectural sales force by adding staff and tools to increase the frequency with which our products are specified by architects and, more recently, have restructured the North America to streamline and automate order management and continue to expand post sales team focused oncare through our traditional distribution channel, from a single teamvirtual OnSite Applications and service scheduling. In Europe, we have started investments in new door configuration software to product focused teams.improve our customer’s ordering experience with us which will enhance our digital service offering and improve our Net Promoter Score. We believe these investments will increase sales force effectiveness, create pull-through demand, and optimize sales force productivity.
    We believe that our broad product portfolio of both doors and windows in North America and Australasia is a competitive advantage as it allows us to cross-sell our door and window products to our end customers, many of whom find it more efficient to choose one supplier for their door and window needs on a given project. None of our primary competitors in these regions offers a similarly complete range of windows as well as interior and exterior doors.
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Research and Development
    A core aspect of our business strategy is the investment and innovation of new products and technologies. We believe that leading the market in innovation will enhance demand for our products and allow us to sell a higher margin product mix. Our research and development efforts encompass development of new product development,products and material inputs, derivative product development, as well as value addedvalue-added re-engineering of components in our existing products leading to reduced costs and manufacturing efficiencies. We have also designed a new governance process that prioritizes the most impactful projects, which is expected to improve the efficiency and quality of our research and development efforts. The governance process is currently being deployed globally, such that we can leverage best practices from region to region. Additionally, a substantial driver of our acquisition activity has been increasing access to new and innovative products, including the transfer and integration of acquired technology.
    Although product specifications and certifications vary from country to country, the global nature of our operations allows us to leverage our global innovation capabilities and create product platforms which enable us to share new product designs across our markets. We believe that the global nature of our research and development capabilities is unique among our door and window competition. An example of global sharing of innovation is the Shaker door series, which is manufactured at our Indonesia operations and is now offered to our North American customers. Additionally, we have successfully launched new door designs into our North American market, including our Moda Door Collection that was originally developed for the Australian market.
Customers
    We sell our products worldwide and have well-established relationships with numerous customers throughout the door and window distribution chain in each of our end markets, including retail home centers, wholesale distributors, and building product dealers that supply homebuilders, contractors, and consumers. Our wholesale customers include such industry leaders as ProBuild/Builders First Source, (which also includes BMC/Stock Building Supply), Saint-Gobain, and the Holzring group. Our home center customers include, among others, The Home Depot, Lowe’s Companies, and Menards in North America; and B&Q, Howdens, and Bauhaus in Europe; and Bunnings Warehouse in Australia.Europe. We have maintained relationships with the majority of our top ten customers for over 2025 years and believe that the strength and tenure of our customer relationships is based on the total value we provide, including the quality and breadth of our product offering, our customer service, innovation, and delivery capabilities. Our top ten customers together accounted for 40%approximately 43%, 44% and 43% of our net revenues in the yearyears ended December 31, 2020,2023, 2022 and our largest customer,2021, respectively. The Home Depot, accounted for approximately 15%a customer of our North America segment, represents 15%, 16%, and 17% of our consolidated net revenues induring the yearyears ended December 31, 2020.2023, 2022, 2021, respectively. Lowe’s Companies, another customer of our North America segment, represents 11%, 11%, and 10% of our consolidated net revenues during the years ended December 31, 2023, 2022, 2021, respectively.
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Competition
    The door and window industry is highly competitive and includes a number of regional and international competitors. Competition is largely based on the functional and aesthetic quality of products, service quality, distribution capability, and price. We believe that we are well-positioned in our industry due to our leading brands, our broad product lines, our consistently high product quality and service, our global manufacturing and distribution capabilities, and our extensive multi-channel distribution. For North American interior doors, our major competitors include Masonite, Steves & Sons, Inc. and several smaller independent door manufacturers. For North American exterior doors, competitors include Masonite, Therma-Tru (a division of Fortune Brands), Plastpro and Plastpro.Steves & Sons, Inc. The North American window market is highly fragmented, with sizable competitors including Andersen, Pella, Marvin, Ply-Gem (a division of Cornerstone Building Brands, formerly NCI Building Systems), and Milgard (a division of MI Windows and Doors). The door manufacturers that we primarily compete with in our European markets include Huga, Prüm/Garant (a division of Arbonia Group), Viljandi, Masonite, Keyor, Herholz, and Herholz. The competitive landscape in Australia is varied across the door and window markets. In the Australian door market, Hume Doors is our primary competitor, while in the window, shower screen, and wardrobe markets we largely compete against a fragmented set of smaller companies.Hormann.
Intellectual Property
    We rely primarily on patent, trademark, copyright, and trade secret laws and contractual commitments to protect our intellectual property and other proprietary rights. Generally, registered trademarks have a perpetual life, provided that they are renewed on a timely basis and continue to be used properly as trademarks. We intend to maintain the trademark registrations listed below so long as they remain valuable to our business.
    Our U.S. window and door trademarks include JELD-WEN®, AuraLast®, VPI™, MiraTEC®, Extira®, LaCANTINA®, MMI Door®, Karona®TM, ImpactGard®, JW®, Aurora®, MMI Door®, IWP®, True BLU®, ABSTM, Siteline®, National Door®, Low-Friction Glider®, Hydrolock®, VPITM, AURALINE®, FINISHIELD®, MILLENNIUM®,TRUFIT®, EPICVUE®, and ABSEVELIN®. Our trademarks are either registered or have long been used as a common law trademarktrademarks by the Company.us. The trademarks we use outside the U.S. include the Stegbar®, Regency®, William Russell Doors®, Airlite®, Trend®, The Perfect Fit™, Aneeta®, Breezway®, Kolder™, Corinthian®, and A&L® marks in Australia, and Swedoor®, Dooria®, DANA®, Mattiovi™MattioviTM, Zargag® , Alupan®, and Domoferm®, Kellpax®,and HSE™ marks in Europe.
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Environmental, Social, and Governance Matters
Human Capital ResourcesManagement
We believe that the success of our mission is realized by the engagement and empowerment of our employees and we are committed to investing in our people. Our senior leadership team, including our Chief Executive Officer and our Executive Vice President, Chief Human Resources Officer, is responsible for developing and executing our human capital strategy. This includes the attraction, retention, development, and engagement of talent. In addition, our Executive Vice President, Chief Human Resources Officer regularly updates senior management and our Board of Directors on the operation and status of our human capital management.     
As of December 31, 2020,2023, we employed over 23,000approximately 17,700 people. Of our total number of employees, approximately 11,50011,000 are employed in operations included in our North America segment and corporate operations, and approximately 7,3006,700 are employed in operations included in our Europe segment, and approximately 4,200 are employed in operations included in our Australasia segment.
    In total, approximately 1,140,1,200, or 10%11%, of our employees in the U.S. and Canada are unionized. Two facilities in the U.S., representing approximately 330350 employees, are covered by collective bargaining agreements. In Canada, approximately 71%68% of our employees work at facilities covered by collective bargaining agreements. As is common in Europe, and Australia, the majority of our facilities are covered by work councils and/or labor agreements. We believe we have satisfactory relationships with our employees and our organized labor unions.
Health and Safety
We strive to operate in a way that prioritizes the health and safety of our employees, business partners, and the communities in which we operate. JELD-WEN's commitment to the environmental health and safety (“EH&S”) of our associates is foundational and embedded in our values. Nothing takes precedence over safety. Our EH&S programs are designed around global policies and standards and a commitment to complying with or exceeding applicable requirements within our manufacturing, service and install, and headquarter operations. We proactively implement management systems consistent with ISO 14001 and 45001 requirements to prevent EH&S risks and to create a strong safety culture and improve performance. We are committed to continuous improvement and continue to measure, refine, and improve on our performance. We educate and train our employees to help ensure compliance with our policies, standards, and management systems. We also have policies and procedures in place to encourage employees to stop work to address at-risk conditions without the threat of retaliation. Our management and Board of Directors also periodically review our health and safety practices to address ongoing effectiveness and compliance.
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Diversity, Equity, and Inclusion (DE&I)
We believe that a diverse and engaged workforce is a strong competitive advantage and we strive to create an environment where individuals of all backgrounds can fully contribute and maximize their potential. Our employees are encouraged to bring their authentic selves to the workplace and work together to enrich a culture of inclusivity and belonging. Senior leadership teams review their succession plans, as well as their broader workforce demographics, on a regular cadence to ensure underrepresented groups are being offered fair consideration for open roles and internal promotions. We believe diversity and inclusion begins asAs part of our recruitment process, we source potential talent for the Company. We recruit from historically black colleges and universities, partner with affinity groups, and veterans’ organizations, and work with minority owned recruiting firms to help ensure managers are presented with diverse candidate pools for their workforce needs. As part of our human capital strategy, we incorporate mentoring programs, support employee resources groups, and facilitate DE&I training sessions into our annual initiatives.to encourage and promote an inclusive culture.
Training and Talent Development
We strive to not only attract and retain great talent but are committed to the continued development of our workforce. We invest in formal leadership development programs that help prepare senior leaders for succession into executive roles, in regional programs to accelerate the leadership conversion of mid-level managers, and in focused efforts to upskill our front-line leaders. Retaining and developing early career talent is an additional focus. Across our teams, we welcome apprenticeship and work study arrangements that seed talent into manufacturing and team lead roles. In North America specifically, we offer a summer internship program and a multi-year, cross-functional rotational program to identify, attract, and accelerate the growth of an internal pipeline of future managers. In our regions, we seek out, seed, and utilize financial grants and social educational investment requirements to reinvest in the ongoing learning and development needs of our diverse global workforce.
Internal job opportunities are posted for employees to review and our internal mobility philosophy encourages employees to apply for roles after they have passed 12twelve months on a job. Our human capital management system allows employees to document their skills, prior work experiences, and desired future areas of growth. As part of the annual performance management process, managers and employees meet to review individual development plansgoals and performance and discuss actions for ongoing growth and development. The companyCompany continues to invest in its employees through new global learning platforms, content libraries, and additional formal and informal training programs.

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EmployeeEngagementOrganizational Health
We manage and measure our organizational health with a view to gaining insight into our employees’ experiences, levels of workplace satisfaction, and feelings of engagement within the Company. Organizational health is driven through an “enterprise-guided” approach that includes both global and local initiatives in line with the Company’s overall cultural vision and strategy. We measure employee engagement and manager effectivenessorganizational health annually through our global censusemployee survey and strive to increasecontinually develop our engagement scores year over year. To assist in this formal effort, all peopleculture and employee engagement. Results of the annual survey are communicated as global themes across the Company, with managers are given direct access tosharing more detailed insights from their engagement results, share these resultsareas of the business directly with their teams, and create measurable action plans.teams. The Senior Leadership Teamsenior leadership team demonstrates their commitment to engagement through transparent communications in town halls and leadership team meetings; they also carry engagement goalscultural targets on their individual annual goal plans. Engagement is also managed and measured at the local level. Each region, as well as the local facilities, host engagement events that align to the Company values of Investing in People, while also positively impacting the communities in which we work and live.
Environmental Sustainability
    We strive to conduct our business in a manner that is environmentally sustainable and demonstrates environmental stewardship. Toward that end, we pursue processes that are designed to minimize waste, maximize efficient utilization of materials, and conserve resources, including using recycled and reused materials to produce portions of our products. We are taking steps to mitigate climate change by measuring and reducing our GHG emissions, implementing renewable energy solutions and pursuing efficiency projects. We offer a variety of products that contain pre-consumer recycled content, such as our vinyl windows, aluminum cladding, and window glass. In January 2023, we launched a new primer formula developed by our coatings division designed to decrease volatile organic compounds (“VOC”) emissions in coatings applied to interior door skins. Our U.S. produced pine wood windows and select patio doors and door frames are made from AuraLast® pine, which is a proprietary, water-based wood protection process that results in a decrease of VOCs (volatile organic compounds) released during production. In addition, we manufacture many products that meet local green building provisions and top nationally recognized environmental programs. We continue to evaluate and modify our manufacturing and other processes on an ongoing basis to further reduce our impact on the environment.
Environmental Regulatory Actions
    The geographic breadth of our facilities and the nature of our operations subject us to extensive environmental, health, and safety laws and regulations in jurisdictions throughout the world. Such laws and regulations relate to, among other things, air emissions, the treatment and discharge of wastewater, the discharge of hazardous materials into the environment, the handling, storage, use and disposal of solid, hazardous and other wastes, worker health and safety, or otherwise relate to health, safety, and protection of the environment. Many of our products are also subject to various laws and regulations, such as building and construction codes, product safety regulations, and regulations and mandates related to energy efficiency.
    The nature of our operations, which involve the handling, storage, use, and disposal of hazardous wastes, exposes us to the risk of liability and claims associated with contamination at our current and former facilities or sites where we have disposed of or
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arranged for the disposal of waste, or with the impact of our products on human health and safety and the environment. Laws and regulations with respect to the investigation and remediation of contaminated sites can impose joint and several liability for releases or threatened releases of hazardous materials upon statutorily defined parties, including us, regardless of fault or the lawfulness of the original activity or disposal. We have been subject to claims, including having been named as a potentially responsible party, in certain proceedings initiated pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act or CERCLA,(“CERCLA”) and similar state and foreign laws, regulations, and statutes, and may be named a potentially responsible party in other similar proceedings in the future. Unforeseen expenditures or liabilities may arise in connection with such matters.
    We have also been the subject of certain environmental regulatory actions by the EPA and state regulatory agencies in the U.S. and foreign governmental authorities in jurisdictions in which we operate and are obligated to make certain expenditures in settlement of those actions. We do not expect expenditures for compliance with environmental laws and regulations to have a material adverse effect on our financial position or competitive position. However, the discovery of a presently unknown environmental condition, changes in environmental requirements or their enforcement, or other unanticipated events, may give rise to unforeseen expenditures and liabilities which could be material.
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BackIn 2007, we were identified by the WADOE as a PLP with respect to top
our former manufacturing site in Everett, Washington. In 2008, we entered into an Agreed Order with the WADOE to assess historic environmental contamination and remediation feasibility at our former manufacturing site in Everett, Washington.the site. As part of this agreement,the order, we also agreed to develop a Corrective Action Plan (“CAP”),CAP, arising from the feasibility assessment. On April 30,In December 2020, we provided the WADOE with a revised draft of our feasibility assessment. On June 19, 2020, we received substantive comments from the WADOE that included additional remedial alternatives and changes to the scoring of the alternatives. We worked with WADOE on its comments with respect to and the scoring of the remedial alternatives, and we submitted the draft final feasibility assessment to the WADOE in December 2020,a draft feasibility assessment with an array of remedial alternatives, which we considered substantially complete. During 2021, several comment rounds were completed as well as the identification of the Port of Everett and W&W Everett Investment LLC as additional PLPs, with respect to this matter with each PLP being jointly and severally liable for the cleanup costs. The draftWADOE received the final feasibility assessment includedon December 31, 2021, containing various remedial alternatives ranging from $8.3with 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 $57.0$33.4 million. We expect to deliverOn March 1, 2022, we delivered a draft CAP toconsistent with the preferred alternatives which was approved by WADOE in late-April 2021.August 2023. The final feasibility assessment and draft finalexisting Agreed Order of 2008 was also modified with WADOE in July 2023 to support the development of the associated CAP are expected to be delivered to the WADOE in May 2021. At that time, the WADOE will release the documents to the public for a 30-day comment period. Once the public comment period has expiredinvestigation, sampling and any comments incorporated, the WADOE will select the remedial actions we will be required to perform, and a final CAP will be developed and delivered to the WADOE 15 days thereafter. While wedesign components. We have made provisions inwithin our financial statements within the range of possible outcomes for this matter, it is unclear at this time which remedial actions we will be required to undertake oroutcomes; however, the cost thereof. As a result, thecontents and cost of the final CAP and allocation of the responsibility between the identified PLPs could vary materially from our provisions and have a material impact on our statement of operations and statement of cash flows.estimates.
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 2013,2012, by using it as fuel for a boiler at that site. The COA replaced a 2018 Consent Decree between PaDepPaDEP and us. Under the COA, we are required to achieve certain periodic removal objectives and ultimately remove the entire pile by August 31, 2025. There are currentlyAs 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 at this site decrease and we burn less fuel than currently anticipated, we may not be able to meet such deadlines.
For more information see Item 1A - Risk Factors - We may be subject to significant compliance costs as well as liabilities underregarding the risks associated with environmental, health, and safety laws and regulations, see Item 1A - Risk Factors - Risks Relating to Our Business and Industry, Item 1A - Risk Factors -We may be subject to significant compliance costs with respect to legislative and regulatory proposals to restrict emissions of GHGs and other sustainability initiatives.Factors.
Government Regulation
As a public company with global operations, we are subject to the laws and regulations of the United States and multiple foreign jurisdictions. These regulations, which differ among jurisdictions, include those related to financial and other disclosures, accounting standards, corporate governance, intellectual property, tax, trade, antitrust, employment, privacy, and anti-corruption, in addition to the environmental laws and regulations described above.
For a more detailed description of the various laws and regulations that affect our business, see Item 1A - Risk Factors.
Available Information
    Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Exchange Act, are filed with the SEC. We are subject to the informational requirements of the Exchange Act and file or furnish reports, proxy statements and other information with the SEC. Such reports and other information filed by us with the SEC are available free of charge on our website at investors.jeld-wen.com when such reports are made available and on the SEC’s website at www.sec.gov. The contents of these websites are not incorporated into this filing. Further, our references to the URLs for these websites are intended to be inactive textual references only.

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Executive Officers of the Registrant

Set forth below is certain information about our executive officers. Ages are as of February 19, 2021.20, 2024. There are no family relationships among the following executive officers.
Roya Behnia
Julie C. Albrecht,Executive Vice President and Chief Financial Officer. Ms. Albrecht, age 56, joined the Company as Executive Vice President and Chief Financial Officer in July 2022. Previously, Ms. Albrecht joined Sonoco Products Company in 2017 as Vice President, Treasurer / Assistant Chief Financial Officer before being named Vice President, Chief Financial Officer in which role she served until June 2022. Prior to Sonoco, Ms. Albrecht served as Vice President, Finance, Investor Relations and Treasurer for Esterline Technologies Corporation (acquired by TransDigm in 2019). She began her finance career at PricewaterhouseCoopers. Ms. Albrecht earned a bachelor’s degree in accounting from Wake Forest University.
Peggie Bolan, Vice President and General Manager, North America Building Products and Fiber. Ms. Bolan, age 52, joined the Company in October 2012 as Vice President and General Manager, North American Building Products and Fiber. She is a seasoned executive with experience in sales, marketing and operations. She earned a bachelor’s degree in English from Vanderbilt University.
William J. Christensen,Chief Executive Officer and Director. Mr. Christensen, age 51, joined the Company in April 2022 as Executive Vice President and President, Europe. In December 2022, he was appointed to his current role as Chief Executive Officer and Director of the Company. Prior to joining the Company, Mr. Christensen was Chief Executive Officer and Group Executive Board Chair of REHAU AG, a Swiss-based global manufacturer, from 2018 to 2021. Prior to his appointment as Chief Executive Officer in 2018, Mr. Christensen served as its Chief Marketing Officer. Prior to joining REHAU AG, Mr. Christensen was Chief Executive Officer of AFG Holding, a Swiss-based global building products manufacturer from 2014 to 2015. In addition, he spent ten years at Geberit International AG, a global plumbing manufacturer, in several executive roles including Group Executive Board Member and Head of International Sales, as well as President and Chief Executive Officer of The Chicago Faucets Company. He also served in various finance and business development roles at J.P. Morgan Securities and Rieter Automotive Systems. Mr. Christensen earned a bachelor’s degree in economics from Rollins College and an MBA from the University of Chicago’s Booth School of Business.
James S. Hayes, Executive Vice President, General Counsel and Chief Compliance Officer.Corporate Secretary. Ms. Behnia,Mr. Hayes, age 54,51, joined the Company in August 2018 as Vice President, Deputy General Counsel. In August 2022, he was promoted to Senior Vice President, Deputy General Counsel and Corporate Secretary. He was appointed to his current role in June 2020. She2023. Mr. Hayes leads the global legal team, providing legal advice and guidance to the Board of Directors and the senior leadership team. Previously Ms. Behnia served as Senior Vice President, General Counsel for Pall CorporationMr. Hayes earned a bachelor’s degree in English and Rewards Network, Inc. She also held senior legal counsel roles at SPX Corporation and Brunswick Corporation. Prior to these corporate positions, Ms. Behnia was a partner at Kirkland & Ellis in Chicago, IL. She earned an undergraduate degreehistory from HarvardEmory University and a law degree from theVillanova University School of Chicago Law School.Law.
Daniel J. CastilloJacobs, Executive Vice President and President,General Manager, North America. America Windows.Mr. Castillo,Jacobs, age 52,38, joined the Company in February 2018September 2008 as a Sales Representative and was promoted to Sales Manager in 2010. He has held roles of increasing responsibility as a National Account Manager and Director of National Accounts from 2010 to 2016. In December 2016, Mr. Jacobs was promoted to Director of Product Management. He was promoted to Vice President and General Manager, Exterior Doors in June 2020 until May 2022 and was promoted to his current role in May 2022. Mr. Jacobs earned a bachelor’s degree in economics from Rollins College.
Michael Leon,Senior Vice President and Chief Accounting Officer. Mr. Leon, age 43, joined the Company as Senior Vice President North America - Doors. He was appointed to his current role as Executive Vice President and President, North AmericaChief Accounting Officer in May 2020.March 2023. Prior to joining the Company, Mr. Castillo served asLeon was the Chief Accounting Officer and Corporate Controller at Sealed Air, a global provider of packaging solutions, from June 2018 to March 2023, where he was also the Assistant Corporate Controller from December 2014 to June 2018. Mr. Leon earned a master’s degree in accounting from the University of South Carolina.
Kevin C. Lilly, Executive Vice President, of Cree Lighting from November 2016 until December 2017. Global Transformation. Mr. Castillo also servedLilly, age 63, joined the Company as Senior Vice President and Chief Information Officer in February 2019 and was promoted to Executive Vice President and Chief Information Officer in July 2022. Mr. Lilly served as the Company’s Interim Chief Executive Officer from August 2022 until December 2022 when he was named Executive Vice President, Global Transformation. Mr. Lilly leads the Company’s enterprise transformation initiatives and has responsibility for Eaton Corporation’s Oil, Gas,the global information technology organization. Prior to joining the Company, he served as Vice President of IT at Trane Technologies (formerly Ingersoll Rand) from 2011 to 2019. Previously, he was VP and Petrochemical business. Between 2001Chief Information Officer for AGCO Corporation and 2015, Mr. Castillo heldserved in a number of IT and finance positions of increasing responsibilities with Cooper Industriesresponsibility for global companies including KPMG, Xerox, Delphi Automotive, General Motors, and Cooper Lighting spanning various departmentsEDS. Mr. Lilly earned a bachelor’s degree in business administration from Houghton College and divisions, including three different Vice President roles and culminating in his appointment as Presidentattended the executive graduate program at the Thunderbird School of the Eaton / Cooper B-Line business. Mr. Castillo holds a B.S. in Electrical Engineering from Florida International University and an M.B.A. from Columbia University’s Business School.Global Management.
Timothy R. CravenWendy Livingston, Executive Vice President, Chief Human Resources.Resources Officer. Mr. Craven,Ms. Livingston, age 52, was appointed50, joined the Company as Executive Vice President, Employee Relations ofChief Human Resources Officer in June 2023. Prior to joining the Company, in July 2015Ms. Livingston was the Chief People Officer for Spreetail, a multinational e-commerce company, from August 2022 to June 2023 and was promotedthe Senior Vice President and Chief Human Resources Officer for Harsco Corporation (now Enviri Corporation), a global environmental services company, from August 2020 to his current role as ExecutiveAugust 2022. She held leadership roles of increasing responsibility at The Boeing Company, a global aerospace company, from 1996 to 2020, including interim Senior Vice President, Human Resources in February 2016.2020 and Vice President, Corporate Human Resources from 2017 to 2020. Ms. Livingston earned a bachelor’s degree in business administration from Peru State College,
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a master’s degree in human resource management from Lindenwood University and is certified by the Society for Human Resource Management.
Matthew Meier,Executive Vice President, Chief Digital and Information Officer. Mr. Craven is responsible for global human resourcesMeier, age 51, joined the Company as Executive Vice President, Chief Digital and employee relation activities. His duties include talent acquisition, trainingInformation Officer in January 2024. Previously, he was Executive Vice President, Chief Digital and development, wage and benefit reviews, and employee engagement. Previously,Data Officer at Driven Brands Holding, Inc., an automotive services company, from October 2021 to January 2024. Prior to joining Driven Brands, Mr. CravenMeier was employed at EatonWhirlpool Corporation, (formerly Cooper Industries) where he held a numbermanufacturer of senior-level human resources roles since 2007. Immediately priorhome appliances, as the Vice President, Global Technology Value Streams from 2020 to joining the Company, Mr. Craven served2021 and as Vice President, Human Resources at the Crouse-Hinds Division of Eaton Corporation. Earlier in his career,Chief Information Officer from 2016 to 2020. Mr. Craven served in a number of human resources positions of increasing responsibility at both corporate and operating locations with Xerox’s Affiliated Computer Services Business and Honeywell, Inc. Mr. CravenMeier earned a B.S.bachelor’s degree in Human Resource Managementindustrial engineering from Western Illinois University.Purdue University, a master’s degree in information systems management from Carnegie Mellon University and an MBA from the Massachusetts Institute of Technology Sloan School of Management.
Peter FarmakisDaniel Valenti, Executive Vice President and President, Australasia.General Manager, North America Doors & Distribution. Mr. Farmakis,Valenti, age 53,46, joined the Company as Chief Operating Officer, Australia in September 2013 and was promoted to Executive Vice President and President, Australasia in June 2014. Prior to joining the Company, Mr. Farmakis served as Chief Executive Officer of Dexion Limited (which was acquired by GUD Holdings Limited in 2012) from 2007 until August 2013. Mr. Farmakis also served in a variety of key leadership roles with numerous companies, including as Executive General Manager, North America Doors & Distribution in January 2024. Previously, Mr. Valenti was employed at Whirlpool Corporation, a manufacturer of Smorgon Steel Group Limited, Distribution Business; Globalhome appliances, as the Senior Vice President of Huntsman Corporation, Advanced Materials division; Americas Regional President of Vantico Inc.; and Strategy & Corporate PlanningGeneral Manager, for Ciba-Geigy AG in Switzerland. He began his career in research and development with ICI (Dulux) and Bayer AG.KitchenAid Small Appliances from September 2018 to December 2023. Mr. FarmakisValenti earned a B.S.bachelor’s degree in business administration from the University of Wollongong and a postgraduate degree in Marketing and Finance from the University of Technology, Sydney in Australia.North Carolina at Chapel Hill.
David R. GuernseyGustavo Vianna, Executive Vice President and President, Europe. Mr. Guernsey,Vianna, age 57,55, joined the Company as Senior Vice President, Europe in July 2019 and was promoted to Executive Vice President and President, Europe in May 2020.January 2024. Prior to joining the Company, Mr. Guernsey servedVianna was employed at Aliaxis Group SA, a global manufacturer of advanced fluid management solutions, as Vice President, Finance across multiple business unitsChief Executive Officer, EMEA from November 2020 to September 2022 and as Chief Business Officer from September 2019 to November 2020. Previously, he was the Chief Executive Officer, Pipe Business for Saint-Gobain Europe du Nord, a manufacturer and distributor of Ingersoll Randconstruction materials, from 2008 untilSeptember 2016 to February 2019. Mr. Guernsey also served in various key leadership roles at Pepsi Bottling Company, including Vice President, Finance, and Director, Worldwide Performance Management from 1997 through 2008. Mr. GuernseyVianna earned a B.S.bachelor’s degree in Finance and International Business Administration and an M.B.Aelectrical engineering from Butler University.
John R. Linker,Executive Vice President and Chief Financial Officer. Mr. Linker, age 45, joined the Company in December 2012 and has held the position of Executive Vice President and Chief Financial Officer since November 2018. Previously, he served as the Company’s Senior Vice President, Corporate Development and Investor Relations from 2015 to 2018, and as Treasurer from 2012 to 2014. Prior to joining the Company, Mr. Linker held leadership positions in corporate development and finance with United Technologies Corporation’s Aerospace Systems Division, and its predecessor, Goodrich Corporation, from 2008 to 2012. Mr. Linker began his career in investment banking for Wells Fargo and consulting for Accenture PLC. Mr. Linker holds a B.A. in Economics and International Studies from DukePontifical Catholic University and a M.B.A.master’s degree in business administration from The Fuqua School of Business at Duke University.
Gary S. Michel,President and Chief Executive Officer. Mr. Michel, age 58, joined the Company as President and Chief Executive Officer and our Board of Directors in June 2018. Mr. Michel joined the Company from Honeywell International, Inc., where he served as the President and Chief Executive Officer of the Home and Building Technologies strategic business group since October 2017. Prior to that, he spent 32 years at Ingersoll Rand, most recently as Senior Vice President and President of its residential heating, ventilation and air conditioning business and as a member of Ingersoll Rand’s enterprise leadership team from 2011 to 2017 and co-chair of its sustainability efforts. He began his career there in 1985 as an application engineer and held various product, sales and business management roles before moving into a series of leadership positions across various geographic and market segments. Mr.
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Michel holds a B.S. in Mechanical Engineering from Virginia Tech and an M.B.A. from the University of Phoenix. He has served as a member of the board of directors of Cooper Tire & Rubber Company since 2015.






Fundacão Getúlio Vargas.
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Item 1A - Risk Factors
Investing in our Common Stock involves a high degree of risk. These risks include those described below and may include additional risks and uncertainties not presently known to us or that we currently deem immaterial. You should carefully consider the following factors, as well as other information contained or incorporated by reference in this Annual Report on Form 10-K, before deciding to invest in shares of our Common Stock. Our business, financial condition, and results of operations could be materially adversely affected by any of these risks, and the trading price of our Common Stock could decline due to any of these risks, and you may lose all or part of your investment in our Common Stock.
Summary of Risk Factors
Our business is subject to a number of risks and uncertainties, including those risks discussed at-length below. These risks include, among others, the following:
Negative trends in overall business, financial market and economic conditions, and activity levels in our end markets may reduce demand for our products, which could have a material adverse effect on our business, financial condition, and results of operations.
The outbreak of COVID-19 has had, and may continue to have, a negative impact on the global economy and on our business, operations, and results.
Increases in interest rates used to finance home construction and improvements, such as mortgage and credit card interest rates, and the reduced availability of financing for the purchase of new homes and home construction and improvements, could have a material adverse impact on our business, financial condition, and results of operations.
A decline in our relationships with our key customers, the amount of products they purchase from us, or a decline in our key customers’ financial condition could have a material adverse effect on our business, financial condition, and results of operations.
We operate in a highly competitive business environment. Failure to compete effectively could cause us to lose market share and/or force us to reduce the prices we charge for our products. This competition could have a material adverse effect on our business, financial condition, and results of operations.
Failure to maintain the performance, reliability, quality, and service standards required by our customers, or to timely deliver our products, could have a material adverse effect on our business, financial condition, and results of operations.
A disruption in our operations due to natural disasters or acts of war could have a material adverse effect on our business, financial condition, and results of operations.
We may not identify or effectively respond to consumer needs, expectations, or trends in a timely fashion, which could adversely affect our relationship with customers, our reputation, the demand for our brands, products, and services, and our market share.
Prices and availability of the raw materials we use to manufacture our products are subject to fluctuations, and we may be unable to pass along to our customers the effects of any price increases.
Our business may be affected by delays or interruptions in the delivery of raw materials, finished goods, and certain component parts. A supply shortage or delivery chain interruption could have a material adverse effect on our business, financial condition, and results of operations.
Changes in building codes and standards, including ENERGY STAR standards, could increase the cost of our products, lower the demand for our windows and doors, or otherwise adversely affect our business.
Our failure to comply with the credit agreements governing our Credit Facilities and indentures governing the Senior Notes and Senior Secured Notes, including as a result of events beyond our control, could trigger events of default and acceleration of our indebtedness. Defaults under our debt agreements could have a material adverse effect on our business, financial condition, and results of operations.
The market price of our Common Stock may be highly volatile.
Publishing earnings guidance subjects us to risks, including increased stock volatility, that could lead to potential lawsuits by investors.
Some provisions of our charter documents and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our shareholders and may prevent attempts by our shareholders to replace or remove our current management.
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Because Onex owns a substantial portion of our Common Stock, it may influence major corporate decisions and its interests may conflict with the interests of other holders of our Common Stock.
Risks Relating to Our Business and Industry
Negative trends in overall business, financial market and economic conditions, and activity levels in our end markets may reduce demand for our products, which could have a material adverse effect on our business, financial condition, and results of operations.
Negative trends in overall business, financial market, and economic conditions globally or in the regions where we operate may reduce demand for our doors and windows, which is tied to activity levels in the R&R and new residential and non-residential construction end markets. In particular, the following factors may have a direct impact on our business in the regions where our products are marketed and sold:
the strength of the economy;
employment rates, and consumer confidence, and spending rates;
the availability and cost of credit;
interest rate fluctuations (including mortgage and credit card interest rates) and the availability of financing for our customers and consumers;
the amount and type of residential and non-residential construction;
housing sales and home values;
the age of existing home stock, home vacancy rates, and foreclosures;
interest rate fluctuations for our customers and consumers;
volatility in both debt and equity capital markets;
increases in the cost of raw materials or any shortage in supplies or labor, including as a result of tariffs or other trade restrictions;
the effects of governmental regulation and initiatives to manage economic conditions;
geographical shifts in population and other changes in demographics; and
changes in weather patterns.patterns and extreme weather events.
Toward the end of the last decade, the global economy endured a significant recession followed by a prolonged period of moderate recovery that had a substantial negative effect on sales across our end markets. In particular, beginning in mid-2006 and continuing through late 2011, the U.S. residential and non-residential construction industry experienced one of the most severe downturns of the last 40 years.
While cyclicalitycyclicity in our new residential and non-residential construction end markets is moderated to a certain extent by R&R activity, much R&R spending is discretionary and can be deferred or postponed entirely when economic conditions are poor. We have experienced sales declines in all of our end markets during the most recent economic downturn.downturns.
Although conditions in the U.S. have improved in recent years, there can be no assurance that this improvement will be sustained in the near or long-term. Uncertain economic and political conditions may make it difficult for us and our customers or suppliers to accurately forecast and plan future business activities. For example, recent changes to U.S. leadership roles, as a result of a new administration, may result in changes to policies related to global trade and tariffs which have resultedmay result in uncertainty surrounding the future of the global economy as well as retaliatory trade measures implemented by other countries. Increasing costs of steel and aluminum maywhich could have an adverse impact customeron consumer spending as well as our raw materialsinput costs.
Global economic impacts as a resultThe ability of the COVID-19 pandemic remain uncertain. Prior to the outbreak of COVID-19, Australia and certain European countries had entered housing and economic recessions, which were prolonged as a result of COVID-19. Negative business, financial market, and economic conditions globally within the industries or regions we compete in may materially and adversely affect demand for our products. This could have a material adverse effect on our business, financial condition, and results of operations.
The outbreak of COVID-19 has had, and may continue to have, a negative impact on the global economy and on our business, operations, and results.
    The COVID-19 pandemic, and the measures taken to contain or mitigate it, have had dramatic adverse consequences for the economy, including the demand for goods and services, operations, supply chains, and financial markets. The nature and scope of the consequences to date are difficult to evaluate precisely, and their future course is impossible to predict with confidence.
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    The COVID-19 crisis has had several significant effects on our employees, operations, supply chain, distribution system, customer demand, the housing market, and general market and economic conditions. The effects we have experienced included the following:
decreased demand for our products as a result of a slowdown in the U.S. and global economies and resulting decreases in construction and R&R;
increased storage costs as a result of larger volume of inventory that remains unsold;
uncertain expense management in light of continued efforts to protect our employees;
operational issues resulting from staffing shortages and absenteeism in our manufacturing and distribution facilities globally;
complete or partial closures or other operational issues at one or more of our manufacturing or distribution facilities resulting from government action; and
difficulty sourcing materials necessary to fulfill production requirements or higher prices to fulfill our requirements as a result of suppliers experiencing closures or reductions in their capacity utilization levels.
    These effects began in the latter weeks of March 2020 and continued throughout, to varying extents, the remainder of the year. We experienced intermittent plant closures during 2020 as mandated by local governments and may continue to see similar closures as the COVID-19 pandemic continues to evolve. Initiatives, including travel restrictions and quarantines, have and may continue to impact a significant percentage of our workforce and the workforce of our suppliers or transportation providers as they are unable to work as a result of the viral outbreak. If additional factory closures are required or reductions in capacity utilization levels occur, we expect to incur additional direct costs due to reduced productivity and lost revenue. If our suppliers experience closures or reductions in their capacity utilization levels in the future, we may have difficulty sourcing materials necessary to fulfill production requirements or be required to pay a higher price to fulfill our requirements.
    In May 2020, we issued $250.0 million of Senior Secured Notes, the proceeds of which were used to repay the outstanding balance under our ABL Facility with the remainder to be used for general corporate purposes. We cannot assure you that the available proceeds, or any of our other actions, will be sufficient to avoid liquidity constraints in the future or to mitigate any material or adverse effect of COVID-19 on our business, financial condition, or results of operations.
    The effects of the COVID-19 crisis could be aggravated if the crisis continues, and we could also see additional impacts that might include the following:
reduced economic activity severely impacting our customers’ financial condition and liquidity, reducing the likelihood they will be purchasing additional products from us and increasing the likelihood they may require additional time to pay us or will fail to pay us at all, which could significantly increase the amount of accounts receivable and require us to record additional allowances for doubtful accounts;
reduced economic activity resulting in a prolonged recession, which could negatively impact consumer discretionary spending;
a decrease in the principal that may be drawn under our ABL Facility as a result of a decrease in our accounts receivable and inventory;
difficulty accessing debt and equity capital on attractive terms, or at all, an impact on our credit ratings, and a severe disruption and instability in the global financial markets or deterioration in credit and financing conditions that affect our access to capital necessary to fund business operations or to address maturing liabilities on a timely basis;
negative impact on our future compliance with financial covenants under our Corporate Credit Facilities and other debt agreements, which could result in a default and potentially an acceleration of indebtedness; and
the potential negative impact on the health of our personnel, particularly if a significant number of them are impacted, decreasing our ability to ensure business continuity during this disruption.
    If these effects are sustained, they could have accounting consequences such as impairments of fixed assets or goodwill. They may also impact controls over financial reporting. They could also affect our ability to execute our expansion plans or invest in research and development.
    The adverse effect on our business, financial condition, or results of operations of any of the matters described above could be material. The future impact of the COVID-19 crisis on our business, financial condition, or results of operations is highly uncertain and will depend on numerous evolving factors that we cannot predict, including, but not limited to:
the duration, scope, and severity of the COVID-19 pandemic;
the disruption or delay of production and delivery of materials and products in our supply chain;
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the impact of travel bans, work-from-home policies, or shelter-in-place orders;
the temporary or prolonged shutdown of manufacturing facilities and decreased retail traffic;
limited freight availability;
the availability of financial assistance programs or other forms of governmental assistance;
general economic, financial, and industry conditions, particularly conditions relating to liquidity, financial performance, and related credit issues in our industry, which may be amplified by the effects of COVID-19; and
the long-term effects of COVID-19 on the national and global economy, including on consumer confidence and spending, financial markets and the availability of credit for us, our suppliers, and our customers.
    To the extent the COVID-19 pandemic or any other global health crisis does adversely affect our business, financial condition, or results of operations, it may also have the effect of heightening many of the “Risk Factors” included herein.
Increases in interest rates usedconsumers to finance home construction and improvements such as mortgage and credit card interest rates, andis affected by the reduced availability of financing for the purchase of new homes and home construction and improvements, could have a material adverse impact on our business, financial condition, and results of operations.
Our performance depends in part upon consumers having the ability to access third-party financing for the purchase of new homes and buildings and R&R of existing homes and other buildings. The ability of consumers to finance these purchases is affected byprocure third-party financing and the interest rates available for home mortgages, credit card debt, home equity or other lines of credit, and other sources of third-party financing. WhileNegative business, financial market, and economic conditions, including rising inflation, interest rates and difficulty for consumers to procure financing, globally and within the industries or regions we compete in many of the regions where we marketmay materially and selladversely affect demand for or costs to produce our products which could have generally decreased during 2020 and 2019, these rates are subject to increase in future periods by key central banks such as the U.S. Federal Reserve and European Central Bank. If interest rates were to increase and, consequently, the ability of prospective buyers to finance purchases of new homes or home improvement products is adversely affected,a material adverse effect on our business, financial condition, and results of operations may be materially and adversely affected.
In addition to increased interest rates, the ability of consumers to procure third-party financing is impacted by such factors as new and existing home prices, unemployment levels, high mortgage delinquency and foreclosure rates, and lower housing turnover. Adverse developments affecting any of these factors could result in the imposition of more restrictive lending standards by financial institutions and reduce the ability of some consumers to finance home purchases or R&R expenditures.operations.
A decline in our relationships with our key customers, the amount of products they purchase from us, or a decline in our key customers’ financial condition could have a material adverse effect on our business, financial condition, and results of operations.
Our business depends on our relationships with our key customers, which consist mainly of wholesale distributors and retail home centers. Our top ten customers together accounted for approximately 40%43%, 44% and 43% of our net revenues in the yearyears ended
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December 31, 2023, 2022 and 2021, respectively. The Home Depot, a customer of our North America segment, represents 15%, 16%, and 17% of our consolidated net revenues during the years ended December 31, 2020,2023, 2022, and our largest2021, respectively. Lowe’s Companies, another customer The Home Depot, accounted for approximately 15% of our North America segment, represents 11%, 11%, and 10% of our consolidated net revenues induring the yearyears ended December 31, 2020.2023, 2022, and 2021, respectively. Although we have established and maintain significant long-term relationships with our key customers, we cannot assure you that all of these relationships will continue or will not diminish. We generally do not enter into long-term contracts with our customers and they generally do not have an obligation to purchase products from us. Accordingly, sales from customers that have accounted for a significant portion of our sales in past periods, individually or as a group, may not continue in future periods, or if continued, may not reach or exceed historical levels in any period. For example, certain of our large customers perform periodic line reviews to assess their product offering, which have in the past and may in the future lead to loss of business and pricing pressures. Some of our large customers may also experience economic difficulties or otherwise default on their obligations to us. Furthermore, our pricing optimization strategy, which requires maintaining pricing discipline in order to improve or maintain profit margins, has in the past and may in the future lead to the loss of certain customers, including key customers, who do not agree to our pricing terms. The loss of, or a diminution in our relationship with, any of our largest customers could lower our sales volumes which could increase our costs and lower our profitability. This could have a material adverse effect on our business, financial condition, and results of operations.
We operate in a highly competitive business environment. Failure to compete effectively could cause us to lose market share and/or force us to reduce the prices we chargeand any decrease in demand for our products. This competitionproducts could have a material adverse effect on our business, financial condition, and results of operations.
We operate in a highly competitive business environment. Some of our competitors may have greater financial, marketing, and distribution resources and may develop stronger relationships with customers in the markets where we sell our products. Some of our competitors may be less leveraged than we are, providing them with more flexibility to invest in new facilities and processes and also making them better able to withstand adverse economic or industry conditions.
In addition, some of our competitors, regardless of their size or resources, may choose to compete in the marketplace by adopting more aggressive sales policies, including price cuts, or by devoting greater resources to the development, promotion, and sale
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of their products. This could result in our loss of customers and/or market share to these competitors, or being forcedwhich may cause us to reduce the prices at which we sell our products to remain competitive.
As a result of competitive bidding processes, we may have to provide pricing concessions to our significant customers in order for us to keep their business. Reduced pricing would result in lower product margins on sales to those customers. There is no guarantee that a reduction in prices would be offset by sufficient gains in market share and sales volume to those customers.
The loss of, or a reduction in orders from, any significant customers, or decreases in the prices of our products due to lower demand, could have a material adverse effect on our business, financial condition, and results of operations.
Failure to maintain the performance, reliability, quality,implement our strategic cost reduction and service standards required by our customers, or to timely deliver our products,productivity initiatives could have a material adverse effect onadversely impact our business, financial condition, and results of operations.
IfOur future financial performance depends in part on our products have performance, reliability, or quality problems,management’s ability to successfully implement our reputationstrategic initiatives, including our productivity, cost reduction, and brand equity,global footprint rationalization initiatives. We cannot guarantee the successful implementation of these initiatives and related strategies throughout the geographic regions in which we believe is a substantial competitive advantage,operate or that such implementation will improve our operating results. Any failure to successfully implement these initiatives and related strategies could be materially adversely affected. We may also experience increased and unanticipated warranty and service expenses. Furthermore, we manufacture a significant portion of our products based on the specific requirements of our customers, and delays in providing our customers the products and services they specify on a timely basis could result in reduced or canceled orders and delays in the collection of accounts receivable. Additionally, claims from our customers, with or without merit, could result in costly and time-consuming litigation that could require significant time and attention of management and involve significant monetary damages that could have a material adverse effect onaffect our business, financial condition, and results of operations.operations, including increases in our severance and asset related charges. We may, in addition, decide to alter or discontinue certain aspects of our business strategy at any time.
A disruption in our operations due to natural disasters, unstable geopolitical conditions or acts of wararmed conflicts could have a material adverse effect on our business, financial condition, and results of operations.
We operate facilities worldwide. Many of ourWe have facilities are located in areas that are vulnerable to hurricanes, earthquakes, wildfires, and other natural disasters. In the event that a hurricane, earthquake, natural disaster, fire, pandemic, or other catastrophic event were to interrupt our operations for any extended period of time, it could delay shipment of merchandise to our customers, damage our reputation, or otherwise have a material adverse effect on our business, financial condition, and results of operations.
In addition, our operations may be interrupted by armed conflicts, terrorist attacks or other acts of violence or war. These attacks may directly impact our suppliers’ or customers’ physical facilities. Furthermore, these attacks may make travel and the transportation of our supplies and products more difficult and more expensive and ultimately have a material adverse effect on our business, financial condition, and results of operations. The U.S. has entered into armed conflicts, which could have an impact on our sales and our ability to deliver product to our customers. Political and economic instability in some regions of the world may also negatively impact the global economy and, therefore, our business. For instance, instabilities in the Middle East and the ongoing conflict between Russia and Ukraine, including sanctions imposed on Russia, has had and could continue to have an adverse impact on our business, such as shortages in materials and heightened inflation on materials, freight, and other variable costs, such as utilities. The consequences of any of these armed conflicts are unpredictable, and we may not be able to foresee events that could have an adverse effect on our business or your investment. More generally, any of these events could cause consumer confidence and spending
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to decrease or result in increased volatility in the worldwide financial markets. They could also result in economic recessions. Any of these occurrences could have a material adverse effect on our business, financial condition, and results of operations.
We may not identify or effectively respond to consumer needs, expectations, or trends in a timely fashion, which could adversely affect our relationship with customers, our reputation, the demand for our brands, products, and services, and our market share.
The quantity, type,Our business is subject to changing consumer and prices of products demanded by consumersindustry trends, demands and our customers have shifted over time. For example, demand has increased for multi-family housing units such as apartments and condominiums, which typically require fewer of our products, and we are experiencing growth in certain channels for products with lower price points. In certain cases, these shifts have negatively impacted our sales and/or our profitability. Also,preferences that we must continually anticipate and adapt to, such as the increasing use of technology by our customers. Recent years have seen shifts in consumer preferences and purchasing practices and changes in the business models and strategies of our customers. Consumers are increasingly using the internet and mobile technology to research home improvement products and to inform and provide feedback on their purchasing and ownership experience for these products. Trends towards online purchases could impact our ability to compete as we currently sell a significant portion of our products through retail home centers, wholesale distributors, and building products dealers.
Accordingly, the success of our business depends in part on our ability to maintain strong brands and identify and respond promptly to evolving trends in demographics, consumer preferences, and expectations and needs, while also managing inventory levels. It is difficult to successfully predict the products and services our customers will demand. Even if we are successful in anticipating consumer preferences, our ability to adequately react to and address those preferences will in part depend upon our continued ability to develop and introduce innovative, high-quality products and acquire or develop the intellectual property necessary to develop new products or improve our existing products. There can be no assurance that the products we develop, even those to which we devote substantial resources, will be successful. While we continue to invest in innovation, brand building, and brand awareness, and intend to increase our investments in these areas in the future, these initiatives may not be successful. Failure to
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anticipate and successfully react to changing consumer preferences could have a material adverse effect on our business, financial condition, and results of operations.
In addition, our competitors could introduce new or improved products that would replace or reduce demand for our products or create new proprietary designs and/or changes in manufacturing technologies that may render our products obsolete or too expensive for efficient competition in the marketplace. Our failure to competitively respond to changing consumer and customer trends, demands, and preferences could cause us to lose market share, which could have a material adverse effect on our business, financial condition, and results of operations.
Manufacturing realignments and cost savings programs may result in a decrease in our short-term earnings and operating efficiency or expected benefits may not be achieved.
We continually review our manufacturing operations to address market changes and to implement efficiencies presented by past acquisitions. Effects of periodic manufacturing integrations, realignments, and cost savings programs have in the past and could in the future result in a decrease in our short-term earnings, cash flows, and operating efficiency until the expected results are achieved. Such programs may include the consolidation, integration, and upgrading of facilities, functions, systems, and procedures. Such programs involve substantial planning, often require capital investments, and may result in charges for fixed asset impairments or obsolescence and substantial severance costs. We also cannot assure you that we will achieve all of our cost savings. Our ability to achieve cost savings and other benefits within expected time frames is subject to many estimates and assumptions. These estimates and assumptions are subject to significant economic, competitive, and other uncertainties, some of which are beyond our control. If these estimates and assumptions are incorrect, if we experience delays, or if other unforeseen events occur, our operations could experience disruption, and our business, financial condition, and results of operations could be materially and adversely affected.
Our business is seasonal, and revenue and profit can vary significantly throughout the year, which may adversely impact the timing of our cash flows and limit our liquidity at certain times of the year.
Our business is seasonal, and our net revenues and operating results can vary significantly from quarter to quarter based upon the timing of the building season in our markets. Our sales typically follow seasonal new construction and R&R industry patterns. The peak season for home construction and R&R activity in the majority of the geographies where we market and sell our products generally corresponds with the second and third calendar quarters, and therefore our sales volume is typically higher during those quarters. Our first and fourth quarter sales volumes are generally lower due to reduced R&R and new construction activity as a result of less favorable climate conditions in the majority of our geographic end markets. Failure to effectively manage our inventory in anticipation of or in response to seasonal fluctuations could negatively impact our liquidity profile during certain seasonal periods.
We may be unable to protect our intellectual property, and we may face claims of intellectual property infringement.
We rely on a combination of patent, copyright, trademark, and trade secret laws, as well as confidentiality agreements, nondisclosure agreements, and other contractual commitments, to protect our intellectual property rights. However, these measures may not be adequate or sufficient, and third parties may not always respect these legal protections even if they are aware of them. In addition, our competitors may develop similar technologies and know-how without violating our intellectual property rights. Furthermore, the laws of foreign countries may not protect our intellectual property rights to the same extent as the laws of the U.S. The failure to obtain worldwide patent and trademark protection may result in other companies copying and marketing products based on our technologies or under brand or trade names similar to ours outside the jurisdictions in which we are protected. This could
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impede our growth in existing regions, create confusion among consumers, and result in a greater supply of similar products that could erode prices for our protected products.
Litigation may be necessary to protect our intellectual property rights. Intellectual property litigation can result in substantial costs, could distract our management, and could impinge upon other resources. Our failure to enforce and protect our intellectual property rights may cause us to lose brand recognition and result in a decrease in sales of our products.
Moreover, while we are not aware that any of our products or brands infringes upon the proprietary rights of others, third parties may make such claims in the future. From time to time, third parties may claim that we have infringed upon their intellectual property rights and we may receive notices from such third parties asserting such claims. Any such infringement claims are thoroughly investigated and, regardless of merit, could be time-consuming and result in costly litigation or damages, undermine the exclusivity and value of our brands, decrease sales, or require us to enter into royalty or licensing agreements that may not be on acceptable terms and that could have a material adverse effect on our business, financial condition, and results of operations.
We continue to implement strategic initiatives, including JEM and our global footprint rationalization initiatives. If we fail to implement these initiatives as expected, our business, financial condition, and results of operations could be adversely affected.
Our future financial performance depends in part on our management’s ability to successfully implement our strategic initiatives, including JEM and our global footprint rationalization initiatives. We cannot assure you that we will be able to continue to successfully implement these initiatives and related strategies throughout the geographic regions in which we operate or be able to
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continue improving our operating results. Similarly, these initiatives, even if implemented in all of our geographic regions, may not produce similar results. Any failure to successfully implement these initiatives and related strategies could adversely affect our business, financial condition, and results of operations, including increases in our severance and impairment charges. We may, in addition, decide to alter or discontinue certain aspects of our business strategy at any time.
Changes in weather patterns and related extreme weather events, including as a result of global climate change, could significantly affect our financial results or financial condition.
Weather patterns may affect our operating results and our ability to maintain our sales volume throughout the year. Because our customers depend on suitable weather to engage in construction projects, increased frequency or duration of extreme weather conditions could have a material adverse effect on our financial results or financial condition. For example, unseasonably cool weather or extraordinary amounts of rainfall may decrease construction activity, thereby decreasing our sales. Also, we cannot predict the effects that global climate change may have on our business. In addition to changes in weather patterns, it might, for example, reduce the demand for construction, destroy forests (increasing the cost and reducing the availability of wood products used in construction), and increase the cost and reduce the availability of raw materials and energy. New laws and regulations related to global climate change may also increase our expenses or reduce our sales.
We are exposed to political, economic, and other risks that arise from operating a multinational business.
We have operations in North America Europe, Australia, and Asia.Europe. In the year ended December 31, 2020,2023, our North America segment accounted for approximately 60%73% of net revenues and our Europe segment accounted for approximately 28%27% of net revenues, and our Australasia segment accounted for approximately 12% of our net revenues. Further, certain of our businesses obtain raw materials and finished goods from foreign suppliers. Accordingly, our business is subject to political, economic, and other risks that are inherent in operating in numerous countries.
These risks include:
the difficulty of enforcing agreements and collecting receivables through foreign legal systems;
trade protection measures and import or export licensing requirements;
the imposition of, or increases in, tariffs or other trade restrictions;
required compliance with a variety of foreign laws and regulations, including the application of foreign labor regulations;
tax rates in foreign countries and the imposition of withholding requirements on foreign earnings;
difficulty in staffing and managing widespread operations;
the imposition of, or increases in, currency exchange controls; and
potential inflation and interest rate fluctuation in applicable non-U.S. economies; and
changes in general economic and political conditions in countries where we operate, including as a result of the impact of the withdrawal of the U.K. from the E.U.economies.
The success of our business depends in part on our ability to anticipate and effectively manage these and other risks. We cannot assure you that these and other factors will not have a material adverse effect on our international operations or ultimately on our global business, financial condition, and results of operations.
Certain of our customers may expand through consolidation and internal growth, which may increase their buying power. The increased size of our customers could have a material adverse effect on our business, financial condition, and results of operations.
Certain of our significant customers are large companies with strong buying power, and our customers may expand through consolidation or internal growth. Consolidation could decrease the number of potential significant customers for our products and increase our reliance on key customers. Further, the increased size of our customers could result in our customers seeking more favorable terms, including pricing, for the products that they purchase from us. Accordingly, the increased size of our customers may further limit our ability to maintain or raise prices in the future. This could have a material adverse effect on our business, financial condition, and results of operations.
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We are subject to the credit risk of our customers, suppliers, and other counterparties.
We are subject to the credit risk of our customers, because we provide credit to our customers in the normal course of business. All of our customers are sensitive to economic changes and to the cyclical nature of the building industry. Especially during protracted or severe economic declines and cyclical downturns in the building industry, our customers may be unable to perform on their payment obligations, including their debts to us. Any failure by our customers to meet their obligations to us may have a material adverse effect on our business, financial
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condition, and results of operations. In addition, we may incur increased expenses related to collections in the future if we find it necessary to take legal action to enforce the contractual obligations of a significant number of our customers.
Exchange rate fluctuations may impact our business, financial condition, and results of operations.
Our operations expose us to both transaction and translation exchange rate risks. In the year ended December 31, 2020, 45%2023, 34% of our net revenues came from sales outside of the U.S., and we anticipate that our operations outside of the U.S. will continue to represent a significant portion of our net revenues for the foreseeable future. In addition, the nature of our operations often requires that we incur expenses in currencies other than those in which we earn revenue. Because of the mismatch between revenues and expenses, we are exposed to significant currency exchange rate risk and we may not be successful in achieving balances in currencies throughout our operations. In addition, if the effective price of our products were to increase as a result of fluctuations in foreign currency exchange rates, demand for our products could decline, which could adversely affect our business, financial condition, and results of operations. Also, because our financial statements are presented in U.S. dollars, we must translate the financial statements of our foreign subsidiaries and affiliates into U.S. dollars at exchange rates in effect during or at the end of each reporting period, and increases or decreases in the value of the U.S. dollar against other major currencies will affect our reported financial results, including the amount of our outstanding indebtedness. Exchange rates, net, had a minimal impact on our consolidated net revenues in the year ended December 31, 2020 as compared to a negative impact of 3% in the year ended December 31, 2019. We cannot assure you that fluctuations in foreign currency exchange rates, particularly the strengthening of the U.S. dollar against major currencies, such as the Euro, the Australian dollar, the Canadian dollar, the British pound, or the currencies of large developing countries, would not materially adversely affect our business, financial condition, and results of operations.
We may be the subject of product liability claims or product recalls and we may not accurately estimate costs related to warranty claims. Expenses associated with product liability claims and lawsuits and related negative publicity or warranty claims in excess of our reserves could have a material adverse effect on our business, financial condition, and results of operations.
Our products are used in a wide variety of residential, non-residential, and architectural applications. We face the risk of exposure to product liability or other claims, including class action lawsuits, in the event our products are alleged to be defective or have resulted in harm to others or to property. We may in the future incur liability if product liability lawsuits against us are successful. Moreover, any such lawsuits, whether or not successful, could result in adverse publicity to us, which could cause our sales to decline materially. In addition, it may be necessary for us to recall defective products, which would also result in adverse publicity, as well as resulting in costs connected to the recall and loss of sales. We maintain insurance coverage to protect us against product liability claims, but that coverage may not be adequate to cover all claims that may arise, or we may not be able to maintain adequate insurance coverage in the future at an acceptable cost. Any liability not covered by insurance could have a material adverse effect on our business, financial condition, and results of operations.
In addition, consistent with industry practice, we provide warranties on many of our products and we may experience costs associated with warranty claims if our products have defects in manufacture or design or they do not meet contractual specifications. We estimate our future warranty costs based on historical trends and product sales, but we may fail to accurately estimate those costs and thereby fail to establish adequate warranty reserves for them. If warranty claims exceed our estimates, it may have a material adverse effect on our business, financial condition, and results of operations.
We may make acquisitions, divestitures, or investments in other businesses, which may involve risks or may not be successful.
Generally, we may seek to acquire businesses that broaden our existing product lines and service offerings or expand our geographic reach. There can be no assurance that we will be able to identify suitable acquisition candidates or that our acquisitions or investments in other businesses will be successful. We may also seek to divest business that do not align with our goal to streamline and simplify our operations. These acquisitions or investments in other businesses may also involve risks, many of which may be unpredictable and beyond our control, and which may have a material adverse effect on our business, financial condition, and results of operations, including risks related to:
the nature of the acquired company’s business;
any acquired business not performing as well as anticipated;
the potential loss of key employees of the acquired company;
any damage to our reputation as a result of performance or customer satisfaction problems relating to an acquired business;
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the failure of our due diligence procedures to detect material issues related to the acquired business, including exposure to legal claims for activities of the acquired business prior to the acquisition;
unexpected liabilities resulting from the acquisition for which we may not be adequately indemnified;
our inability to enforce indemnification and non-compete agreements;
the integration of the personnel, operations, technologies, and products of the acquired business, and establishment of internal controls, including the implementation of our enterprise resource planning system, into the acquired company’s operations;
our failure to achieve projected synergies or cost savings;
additional stock-based compensation issued or assumed in connection with an acquisition, including the impact on stockholder dilution and our results of operations;
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our inability to establish uniform standards, controls, procedures, and policies;
any requirement that we make divestitures of operations or properties in order to comply with applicable antitrust laws in connection with futureany acquisitions;
the diversion of management attention and financial resources;
our inability to obtain approvals from government authorities; and
any unforeseen management and operational difficulties, particularly if we acquire assets or businesses in new foreign jurisdictions where we have little or no operational experience.
In furtherance of our strategy of growth through acquisitions, we routinely review and conduct investigations of potential acquisitions, some of which may be material. When we believe a favorable opportunity exists, we seek to enter into discussions with targets or sellers regarding the possibility of such acquisitions. At any given time, we may be in discussions with one or more counterparties. There can be no assurances that any such negotiations will lead to definitive agreements, or if such agreements are reached, that any transactions would be consummated.
Our inability to achieve the anticipated benefits of acquisitions and other investments could materially and adversely affect our business, financial condition, and results of operations.
In addition, the means by which we finance an acquisition may have a material adverse effect on our business, financial condition, and results of operations, including changes to our equity, debt, and liquidity position. If we issue Convertible Preferred or Common Stock to pay for an acquisition, the ownership percentage of our existing shareholders may be diluted. Using our existing cash may reduce our liquidity. Incurring additional debt to fund an acquisition may result in higher debt service and a requirement to comply with additional financial and other covenants, including potential restrictions on future acquisitions and distributions.
COVID-19 has had, and may continue to have, a negative impact on the global economy and on our business, operations, and results.
While the level of disruption caused by, and the economic impact of, the COVID-19 pandemic has lessened since 2021, there is no assurance that the pandemic will not worsen again, including as a result of the emergence of new strains of the virus, or another health-related emergency will not emerge. Any worsening of the pandemic or a new health-related emergency and their effects on the economy could have an adverse impact on our business, financial condition, and results of operations.
Risks Relating to Labor and Supply Chain
Prices and availability of the raw materials, freight, energy and other critical inputs we use to manufacture our products are subject to fluctuations due to inflation and other factors, and we may be unable to pass along to our customers the effects of any price increases.
We use wood, glass, vinylAs a manufacturer, our sales and profitability are dependent on the availability and cost of raw materials, freight, energy and other plastics, fiberglass and other composites, aluminum, steel and other metals, as well as hardware, resins, adhesives, and other components to manufacture our products.inputs. Prices and availability of our materialscritical inputs fluctuate for a variety of reasons beyond our control, many of which cannot be anticipated with any degree of reliability. The reasons for these fluctuations include, among other things, variable worldwide supply and demand across different industries, speculation in commodities futures, general economic or environmental conditions, inflation, political unrest and instability, such as the ongoing military conflict between Russia and Ukraine and instabilities in the Middle East, labor costs, competition, import duties, tariffs, worldwide currency fluctuations, freight, regulatory costs, and product and process evolutions that impact demand for the same materials. Our most significant raw materials include logs and lumber, vinyl extrusions, glass, steel, and aluminum, each of which has been subject to periods of rapid and significant fluctuations in price. The reasons for these fluctuations include, among other things, variable worldwide supplyChanges in the prices of critical inputs have, and demand across different industries, speculation in commodities futures, general economic or environmental conditions, labor costs, competition, import duties, tariffs, worldwide currency fluctuations, freight, regulatory costs,may continue to have, a material adverse effect on our business, financial condition, and product and process evolutions that impact demand for the same materials.results of operations.
The U.S. has imposed tariffs on certain products imported into the U.S. from China, as well as tariffs on certain steel and aluminum products imported from certain countries, and could impose additional tariffs or trade restrictions. The imposition of tariffs may impact the prices of materials purchased outside of the U.S. and include goods in transit as well as increasing the price of domestically sourced materials, including, in particular, steel and aluminum. Impositions of tariffs by other countries could also impact pricing and availability of raw materials. As another example, as global demand for key chemicals increases, the limited number of suppliers and investment in greater supply capacity drives increased global pricing. Additionally, anti-dumping and countervailing duty trade cases such as the January 8, 2020, Coalition of American Millwork Producers’ anti-dumping petitions on imports of wood moldings and millwork products from Brazil and China and a countervailing duty petition on imports of wood moldings and millwork products from China, could impact our business and results of operations. While we believe our exposure to the potential increased costs of these tariffs and duties is no greater than the industry as a whole, our business and results of operations may be adversely affected if our efforts to mitigate their effects are unsuccessful.
We have short-term supply contracts with certain of our largest suppliers that limit our exposure to short term fluctuations in prices and availability of our materials, but we are susceptible to longer-term fluctuations in prices. We generallyGenerally, we do not hedge against commodity price fluctuations.fluctuations, but may from time to time. Significant increases in the prices of raw materials for finished goods, including as a result of
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significant or protracted material shortages due to pandemic or otherwise, may be difficult to pass through to customers and may negatively impact our profitability and net revenues. We may attempt to modify products that use certain raw materials, but these changes may not be successful.
Some of our manufacturing operations require the use of substantial amounts of electricity and natural gas, which may be subject to significant price increases as the result of changes in overall supply and demand and the impacts of legislation and regulatory action. The current conflict between Russia and Ukraine has, and may continue to, affect the price of oil and natural gas throughout the world and impact the availability of energy supplies and other inputs at our manufacturing sites, particularly in Europe.
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Such a disruption in the supply of natural gas could impact our ability to continue our operations at such sites at normal levels. We have taken actions in an attempt to reduce the impact of energy price increases. However, these efforts may be insufficient to protect us against fluctuations in energy prices or shortages of natural gas and we could suffer adverse effects to net income and cash flow should we be unable to either offset or pass higher energy costs through to our customers in a timely manner or at all.
Our business may be affected by delays or interruptions in the delivery of raw materials, finished goods, and certain component parts. A supply shortage or delivery chain interruption could have a material adverse effect on our business, financial condition, and results of operations.
We rely upon regular deliveries of raw materials, finished goods, and certain component parts. For certain raw materials that are used in our products, we depend on a single or limited number of suppliers for our materials, and we typically do not have long-term contracts with our suppliers. If we are not able to accurately forecast our supply needs, our limited number of suppliers may make it difficult to quickly obtain additional raw materials to respond to shifting or increased demand. In addition, a supply shortage could occur as a result of unanticipated increases in market demand, including as a result of accelerated demand in reaction to the threat of tariffs or trade restrictions; difficulties in production or delivery, including insufficient energy supply; financial difficulties; or catastrophic events in the supply chain. Furthermore, because our products and the components of some of our products are subject to regulation, changes to these regulations could cause delays in delivery of raw materials, finished goods, and certain component parts.
We have experienced impacts to our supply chain from economic and geopolitical uncertainties, including the ongoing military conflict between Russia and Ukraine, which have resulted in delays in receiving materials, manufacturing downtime, increased backlogs, and delayed out-bound freight. Although less severe than prior years, we have continued to experience adverse effects of supply chain disruptions in 2023 and may continue to in the future.
Until we can make acceptable arrangements with alternate suppliers, any interruption or disruption could impact our ability to ship orders on time and could idle some of our manufacturing capability for those products. This could result in a loss of revenues, reduced margins, and damage to our relationships with customers, which could have a material adverse effect on our business, financial condition, and results of operations.
Increases in labor costs, potential labor disputes, and work stoppages at our facilities or the facilities of our suppliers could have a material adverse effect on our business, financial condition, and results of operations.
Our financial performance is affected by the availability of qualified personnel and the cost of labor. As of December 31, 2020, we had over 23,000 employees worldwide, including approximately 11,300We have employees in the U.S. and Canada. Approximately 1,140, or 10%, of our employees in the U.S. and Canada that are unionized workers, and the majority of our workforce in other countries belong to work councils or are otherwise subject to labor agreements. U.S. and Canada employees represented by these unions are subject to collective bargaining agreements that are subject to periodic negotiation and renewal. If we are unable to enter into new, satisfactory labor agreements with our unionized employees upon expiration of their agreements, we could experience a significant disruption of our operations, which could cause us to be unable to deliver products to customers on a timely basis. Such disruptions could result in a loss of business and an increase in our operating expenses, which could reduce our net revenues and profit margins. In addition, our non-unionized labor force may become subject to labor union organizing efforts, which could cause us to incur additional labor costs and increase the related risks that we now face.
We believe many of our direct and indirect suppliers also have unionized workforces. Strikes, work stoppages, or slowdowns experienced by suppliers could result in slowdowns or closures of facilities where components of our products are manufactured or delivered. Any interruption in the production or delivery of these components could reduce sales, increase costs, and have a material adverse effect on us.
Our business will suffer if certain key officers or employees discontinue employment with us or if we are unable to retain and recruit executives, managers and retain highly skilled staffemployees at a competitive cost.
The success of our business depends upon the skills, experience, and efforts of our executives and other key officersemployees. Our senior management team has acquired specialized knowledge and employees. In recent years, we have hired key executives who haveskills with respect to our business, and will continue to be integral in the continuing transformation of our business. The loss of key personnelany of these individuals could have a material adverse effect onharm our business, financial condition,especially if we are not successful in developing adequate succession plans. In addition, we rely on the specialized knowledge and resultsexperience of operations. We do not maintain key-man life insurance policies on any members of management.certain key technical employees. Our business also depends on our ability to continue to recruit, train, and retain skilled employees, particularly skilled sales personnel. The loss of the services of certainthese key personnel,executives and employees, or our inability to hire new personnel with the requisite skills, could impairhave a material adverse effect on our business, financial condition, and results of operations. For example, our ability to develop new products or enhance existing products, sell products to our customers, or manage our business effectively. Shouldeffectively could be impaired if we lose the services of any member of our senior management team, our Board of Directors would haveare unable to conductretain and attract qualified personnel. In addition, a search for a qualified replacement. This search may be prolonged, and we may not be able to locate and hire a qualified replacement. A significant increase in the wages paid by competing employers could result in a reduction of our qualified labor force, increases in the wage rates that we must pay, or both.
Our pension plan obligations are currently not fully funded, and we may have to make significant cash payments to these plans, which would reduce the cash available for our businesses.
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Although we have closed our U.S. pension plan to new participants and have frozen future benefit accruals for current participants, we continue to have unfunded obligations under that plan. The funded levels of our pension plan depend upon many factors, including returns on invested assets, certain market interest rates, and the discount rate used to determine pension obligations. The projected benefit obligation and unfunded liability included in our consolidated financial statements as of December 31, 20202023 for our U.S. pension plan were approximately $474.1$283.9 million and $77.2$4.3 million, respectively. Unfavorable returns on the plan assets or
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unfavorable changes in applicable laws or regulations could materially change the timing and amount of required plan funding, which would reduce the cash available for our operations. In addition, a decrease in the discount rate used to determine pension obligations could increase the estimated value of our pension obligations, which would affect the reported funding status of our pension plans and would require us to increase the amounts of future contributions. Additionally, we have foreign defined benefit plans, some of which continue to be open to new participants. As of December 31, 2020,2023, our foreign defined benefit plans had unfunded pension liabilities of approximately $44.1 million and overfunded pension assets of approximately $1.7$27.0 million.
Under the Employee Retirement Income Security Act of 1974, as amended, or “ERISA”, the U.S. Pension Benefit Guaranty Corporation, or the “PBGC”, also has the authority to terminate an underfunded tax-qualified U.S. pension plan under certain circumstances. In the event our tax-qualified U.S. pension plans were terminated by the PBGC, we could be liable to the PBGC for an amount that exceeds the underfunding disclosed in our consolidated financial statements. In addition, because our U.S. pension plan has unfunded obligations, if we have a substantial cessation of operations at a U.S. facility and, as a result of such cessation of operations an event under ERISA Section 4062(e) is triggered, additional liabilities that exceed the amounts disclosed in our consolidated financial statements could arise, including an obligation for us to provide additional contributions or alternative security for a period of time after such an event occurs. Any such action could have a material adverse effect on our business, financial condition, and results of operations.
Risks Relating to Cybersecurity and Data Privacy
We are highly dependent on information technology, the disruption of which could significantly impede our ability to do business.
Our operations depend on our network of information technology systems, which are vulnerable to damage from hardware failure, fire, power loss, telecommunications failure, and impacts of terrorism, natural disasters, or other disasters. We rely on our information technology systems to accurately maintain books and records, record transactions, provide information to management and prepare our financial statements. We may not have sufficient redundant operations to cover a loss or failure in a timely manner. Any damage to our information technology systems could cause interruptions to our operations that materially adversely affect our ability to meet customers’ requirements, resulting in an adverse impact to our business, financial condition, and results of operations. Periodically, these systems need to be expanded, updated, or upgraded as our business needs change. We may not be able to successfully implement changes in our information technology systems without experiencing difficulties, which could require significant financial and human resources. Moreover, our increasing dependence on technology may exacerbate this risk.
We are implementing new systems, including a new Enterprise Resource Planning system, as part of our ongoing technology and process improvements. If these new systems prove ineffective, we may be unable to timely or accurately prepare financial reports, make payments to our suppliers and employees, or invoice and collect from our customers.
We are implementing new systems, including our continued implementation of a new ERP system, as part of our ongoing technology and process improvements. This ERP system will provide a standardized method of accounting for, among other things, order entry and inventory and should enhance our ability to implement our strategic initiatives. Failure to properly plan and design the ERP system could result in future impairments relating to a portion or all associated capitalized costs. Any delay in the implementation, or disruption in the upgrade, of these systems could adversely affect our ability to timely and accurately report financial information, including the filing of our quarterly or annual reports with the SEC. Such delay or disruption could also impact our ability to timely or accurately make payments to our suppliers and employees and could also inhibit our ability to invoice and collect from our customers. Data integrity problems or other issues may be discovered which could impact our business, accuracy of our reporting, or financial results. In addition, we may experience periodic or prolonged disruption of our financial functions arising out of this conversion, general use of such systems, other periodic upgrades or updates, or other external factors that are outside of our control. If we encounter unforeseen problems with our financial system or related systems and infrastructure, our business, operations, and financial systems could be adversely affected. We may also need to implement additional systems or transition to other new systems that require further expenditures in order to function effectively as a public company. There can be no assurance that our implementation of additional systems or transition to new systems will be successful, or that such implementation or transition will not present unforeseen costs or demands on our management.
Our systems and IT infrastructure have been and may continue to be subject to security breaches and other cybersecurity incidents.
We rely on the accuracy, capacity, and security of our ITdigital technologies, including information systems, infrastructure, and cloud applications, some of which are managed or hosted by third parties,party service providers, and the sale of our products may involve the transmission and/or storage of data, including in certain instances customers’ and employees’ business and personally identifiable information. Maintaining the security of computers, computer networks, and data storage resources is a critical issue for us and our customers, as security breaches, including computer viruses and malware, denial of service actions, misappropriation of data and similar events through the interest,internet, including via devices and applications connected to the internet, and through email attachments and persons with access to these information systems could result in vulnerabilities and loss of and/or unauthorized access to confidential information. The use of generative artificial intelligence (“AI”) in our internal systems may create new vulnerabilities. Because generative AI is a new field, understanding of security risks and protection methods continues to develop. We have experienced and may in the future facecould continue to experience cybersecurity incidents, such as attempts by experienced hackers, cybercriminals, or others with authorized access to our systems to misappropriate our proprietary information and technology, interrupt our business, and/or gain unauthorized access to confidential information. The reliabilityinformation, some of which have been, and security ofmay continue to be, successful. If our information
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technology infrastructure and software, andfunction as anticipated, we could suffer interruptions or inefficiencies in our ability to expand and continually update technologies in response to our changing needs is critical to our business. To the extent that any disruptions or security breaches result in a loss or damage to our data, it could causeoperations, harm to our reputation, or brand and could potentially cause production downtimes, operational delays, and other detrimental impacts on our operations.misappropriation of proprietary or confidential information, including personal information. This could lead some customers to stop purchasing our products and reduce or delay future purchases of our products or use competing products.
In addition, we could face enforcement actions by U.S. states, the U.S. federal government, or foreign governments, which could result in fines, penalties, and/or other liabilities, which may cause us to incur legal fees and costs, and/or additional costs associated with responding to the cyberattack. Increased regulation regarding cybersecurity may increase our costs of compliance, including fines and penalties, as well as costs of cybersecurity audits and associated repairs or updates to infrastructure, physical systems or data processing systems. Any of these actions could have a material adverse impact on our business and results of operations. Although we maintain insurance coverage to protect us against some of the risks, those policies may be insufficient to
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cover all losses or all types of claims that may arise in the event we experience a cybersecurity incident, data breach or disruption, unauthorized access, or failure of systems.
In addition, we are subject to state, foreign, and international laws and regulations, as well as contractual obligations, that apply to the collection, use, retention, protection, disclosure, transfer and other processing of personal data. These privacy and data-protection related laws and regulations are evolving, with new or modified laws and regulations proposed and implemented frequently and existing laws and regulations subject to new or different interpretations. In particular, the E.U. General Data Protection Regulation (“GDPR”), which became effective in 2018, poses increased compliance challenges both for companies operating within the E.U. and non-E.U. companies that administer or process certain personal data of E.U. residents. It is not possible to predict the ultimate content, and therefore effect, of data protection regulation over time, and efforts to comply with evolving regulation may result in additional costs.
We believe we have invested in industry-appropriate protections and monitoring practices for our data and information technology to reduce these risks and continue to monitor our systems on an ongoing basis for compliance with applicable privacy regulations and any current or potential threats. While we have not experienced any material breaches in security in our recent history, there can be no assurance that our efforts will prevent breakdowns or breaches to databases or systems that could have a material adverse effect on our business, financial condition, and results of operations, or that we will be subject to enforcement actions or penalties in connection with a failure or alleged failure to comply with applicable laws.
Risks Relating to our Governmental and Regulatory Environment
Changes in building codes and standards, including ENERGY STAR standards, could increase the cost of our products, lower the demand for our windows and doors, or otherwise adversely affect our business.
Our products and markets are subject to extensive and complex local, state, federal and foreign statutes, ordinances, rules, and regulations. These mandates, including building design and safety and construction standards and zoning requirements, affect the cost, selection, and quality requirements of building components like windows and doors.
These regulations often provide broad discretion to governmental authorities as to the types and quality specifications of products used in new residential and non-residential construction and home renovations and improvement projects, and different governmental authorities can impose different standards. Compliance with these standards and changes in such regulations may increase the costs of manufacturing our products or may reduce the demand for certain of our products in the affected geographical areas or product markets. Conversely, a decrease in product safety standards could reduce demand for our more modern products if less expensive alternatives that did not meet higher standards became available for use in that market. All or any of these changes could have a material adverse effect on our business, financial condition, and results of operations.
In addition, in order for our products to obtain the “ENERGY STAR” certification, they must meet certain requirements set by the EPA. Changes in the energy efficiency requirements established by the EPA for the ENERGY STAR label could increase our costs, and a lapse in our ability to label our products as such or to comply with the new standards, may have a material adverse effect on our business, financial condition, and results of operations.
Domestic and foreign governmental regulations, legislation and government policy, including those applicable to general business operations, could increase the costs of operating our business and adversely affect our business.
We are subject to a variety of regulationsregulation, legislation and government policies from U.S. and foreign governmental authorities relating to wage requirements, employee benefits, and other workplace matters. ChangesWhile it is not possible to predict whether and when any changes to the federal or administrative landscape will occur, changes at the local, state, and federal level could significantly impact our business. For example, changes in local minimum or living wage requirements, rights of employees to unionize, healthcare regulations, and other requirements relating to employee benefits could increase our labor costs, which would in turn increase our cost of doing business. In addition, our international operations are subject to laws applicable to foreign operations, trade protection measures, foreign labor relations, differing intellectual property rights, privacy regulations, other legal and regulatory constraints, and currency regulations of the countries or regions in which we currently operate or where we may operate in the future. These factors may restrict the sales of, or increase costs of, manufacturing and selling our products.
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We may be subject to significant compliance costs, as well as liabilities under environmental, health, and safety laws and regulations.
Our past and present operations, assets, and products are subject to extensive environmental laws and regulations at the federal, state, and local level worldwide. These laws regulate, among other things, air emissions, the discharge or release of materials into the environment, the handling and disposal of wastes, remediation of contaminated sites, worker health and safety, and the impact of products on human health and safety and the environment. Under certain of these laws, liability for contaminated property may be imposed on current or former owners or operators of the property or on parties that generated or arranged for waste sent to the property for disposal. Liability under these laws may be joint and several and may be imposed without regard to fault or the legality of
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the activity giving rise to the contamination. Notwithstanding our compliance efforts, we may still face material liability, limitations on our operations, fines, or penalties for violations of environmental, health, and safety laws and regulations, including releases of regulated materials and contamination by us or previous occupants at our current or former properties or at offsite disposal locations we use.
The applicable environmental, health, and safety laws and regulations, and any changes to them or in their enforcement, may require us to make material expenditures with respect to ongoing compliance with or remediation under these laws and regulations or require that we modify our products or processes in a manner that increases our costs and/or reduces our profitability. For example, additional pollution control equipment, process changes, or other environmental control measures may be needed at some of our facilities to meet future requirements. In addition, discovery of currently unknown or unanticipated soil or groundwater conditions at our properties could result in significant liabilities and costs. Accordingly, we are unable to predict the exact future costs of compliance with or liability under environmental, health, and safety laws and regulations.
Legal, regulatory or stakeholder preferences regarding climate change and Environmental, Social, and Governance (“ESG”) matters could have an adverse impact on the Company’s business and results of operations.
Concerns over the long-term effects of climate change have led to, and may continue to lead to, governmental efforts around the world to mitigate those effects. We will need to respond to any new laws and regulations as well as to consumer, investor and business preferences resulting from climate change concerns, which may have an impact on our business, from the demand for our customers’ products in various industries to our costs of compliance in the manufacturing and servicing of our customers’ products, all of which may impact our results of operations and result in costs to us in order to comply with any new laws, regulations or preferences. Overall, climate change, its effects and the resulting, unknown impact on government regulation, consumer, investor and business preferences could have a long-term material adverse effect on our business and results of operations.
Heightened stakeholder focus on ESG issues related to our business requires the continuous monitoring of various and evolving laws, regulations, standards and expectations and the associated reporting requirements. There can be subjectno certainty that we will adequately or timely meet stakeholder expectations and reporting requirements, which may result in noncompliance with any imposed regulations, the loss of business, reputational impacts, diluted market valuation, an inability to significantattract and retain customers, and an inability to attract and retain top talent. In addition, our adoption and the reporting of certain standards or mandated compliance costs with respect to legislativecertain requirements could necessitate additional investments that could impact our profitability. The lack of economic and regulatory proposals to restrict emissionscertainty surrounding ESG may have an adverse impact on our business and results of GHGsoperations.
Further, we have established and publicly disclosed ESG targets and goals and other sustainability initiatives.
Various legislative, regulatory,commitments that are subject to a variety of assumptions, risks and inter-governmental proposalsuncertainties. If we are unable to, restrict emissions of GHGs, such as carbon dioxide (“CO2), are under consideration by governmental legislative bodies and regulators in the jurisdictions where we operate. In the U.S., the EPA adopted the Affordable Clean Energy Rule, or “ACE”, in June 2019, which repealed the previously adopted Clean Power Plan and was expectedperceived to be significantly less burdensome for producersunable to, meet these targets, goals or commitments, our reputation, business and results of energy than the requirements of the Clean Power Plan. As a result, certain states have adopted oroperations may adopt more stringent regulations governing emissions of GHGs. In January 2021, the D.C. Circuit vacated the ACE rule, enabling the opportunity for a new federal rule to be adopted.adversely impacted. In addition, many other jurisdictions in which we operate have continued to commit to limiting emissions of GHGs, most prominently through an agreement reached in Paris in December 2015 at the 21st Conference of the Parties to the United Nations Framework Convention on Climate Change. The Paris Agreement sets out a new process for achieving global GHG reductions. Although the Trump Administration withdrew the United States from the agreement effective November 2020, President Biden issued an executive order in January 2021 for the U.S. to commit to the Paris Agreement. As a result of the D.C. Circuit’s decision to vacate the ACE Rule, it is likely the Biden Administration may propose federal regulation to replace the ACE Rule that, if enacted, would reverse the trend of deregulation. As somenot all of our manufacturing facilities operate boilerscompetitors may seek to establish climate or other process equipment that emit GHGs, such regulatoryESG targets and global initiatives may require usgoals, or at a comparable level to modifyours, which could result in our operating procedurescompetitors achieving competitive advantages through lower supply chain or production levels, incur capital expenditures, change fuel sources, or take other actions that may adversely affect our financial results.
Given the high degree of uncertainty about the ultimate parameters of any such regulatory or global initiatives, and the degree to which the U.S. will participate in initiatives at the federal or global level, we cannot predict at this time the ultimate impact of such initiatives on our operations or financial results.
Increasing regulations to reduce GHG emissions, as proposed throughout many of our operating regions, would be expected to increase energy costs, increase price volatility for fossil fuels and petroleum, and reduce petroleum production levels, which in turn could impact the prices of those raw materials. In addition, laws and regulations relating to forestry practices limit the volume and manner of harvesting timber to mitigate environmental impacts, such as deforestation, soil erosion, damage to riparian areas, and GHG levels. The extent of these regulations and related compliance costs has grown in recent years and will increase our materials costs and may increase other aspects of our production costs.
Changes to legislative and regulatory policies that currently promote home ownership may have a material adverse effect on our business, financial condition, and results of operations.
Our markets are also affected by legislative and regulatory policies, such as U.S. tax rules, allowing for deductions of mortgage interest and the mandate of government-sponsored entities like Freddie Mac and Fannie Mae to promote home ownership through mortgage guarantees on certain types of home loans. The Tax Act passed in the U.S. in December 2017 made significant changes to some of these historical benefits of home ownership. The specific changes which could affect our markets are, among others, a reduction of the maximum amount of home mortgage indebtedness for which a tax deduction for interest paid may be claimed, an elimination of the deduction for interest paid on home equity indebtedness, and a limitation on the amount of state and local taxes allowed to be deducted annually as itemized deductions. These changes to the tax code and any future policy changes may
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adversely impact demand for our products and have a material adverse effect on our business, financial condition, and results of operations.
Lack of transparency, threat of fraud, public sector corruption, and other forms of criminal activity involving government officials increases the risk of potential liability under anti-bribery/anti-corruption or anti-fraud legislation, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar laws and regulations.
We operate manufacturing and distribution facilities in 19 countries and sell our products in approximately 100 countries around the world. As a result of the international nature of our operations, we may enter from time to time into negotiations and contractual arrangements with parties affiliated with foreign governments and their officials in the ordinary course of business. In connection with these activities, we may be subject to anti-corruption laws in various jurisdictions, including the U.S. Foreign Corrupt Practices Act, or the “FCPA”, the U.K. Bribery Act and other anti-bribery laws applicable to jurisdictions where we do business that prohibit improper payments or offers of payments to foreign government officials and political parties and others for the purpose of obtaining or retaining business, or otherwise receiving discretionary favorable treatment of any kind, and require the maintenance of internal controls to prevent such payments. In particular, we may be held liable for actions taken by agents in foreign countries where we operate, even though such parties are not always subject to our control. We have established anti-bribery/anti-corruption policies and
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procedures and offer several channels for raising concerns in an effort to comply with the laws and regulations applicable to us. However, there can be no assurance that our policies and procedures will effectively prevent us from violating these laws and regulations in every transaction in which we may engage. Allegations of violations of the FCPA or other anti-bribery or anti-corruption laws may result in internal, independent, or government investigations. Any determination that we have violated the FCPA or other anti-bribery/anti-corruption laws (whether directly or through acts of others, intentionally or through inadvertence) could result in severe criminal and civil sanctions and other liabilities that could have a material adverse effect on our business, reputation, financial condition, and results of operations.
As we continue to expand our business globally, including through foreign acquisitions, we may have difficulty anticipating and effectively managing these and other risks that our international operations may face, which may adversely impact our business outside of the U.S. and our financial condition and results of operations. In addition, any acquisition of businesses with operations outside of the U.S. may exacerbate this risk.
The U.K.’s withdrawal fromOur annual effective tax rate and the E.U.amount of taxes we pay can change materially as a result of changes in U.S. and foreign tax laws, changes in the mix of our U.S. and foreign earnings, adjustments to our estimates for the potential outcome of any uncertain tax issues, and audits by federal, state and foreign tax authorities.
As a large multinational corporation, we are subject to U.S. federal, state and local, and many foreign tax laws and regulations, all of which are complex and subject to significant change and varying interpretations. Changes in these laws or regulations, or any change in the position of taxing authorities regarding their application, administration or interpretation, could have a material adverse effect on our business, consolidated financial condition or results of our operations. For example, in August 2022, the U.S. government enacted the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) into law, which includes a new corporate alternative minimum tax and an excise tax on corporate stock repurchases. Future changes in tax law could significantly impact our provision for income taxes, the amount of taxes payable, and our deferred tax asset and liability balances. In addition, our products, and our customers’ products, are subject to import and excise duties and/or sales or value-added taxes in many jurisdictions in which we operate. Increases in these indirect taxes could affect the affordability of our products and our customers’ products, and, therefore, reduce demand.
Recently, international tax norms governing each country’s jurisdiction to tax cross-border international trade have evolved, and are expected to continue to evolve, due in part to the Base Erosion and Profit Shifting project led by the Organization for Economic Cooperation and Development (“OECD”), which represents a coalition of member countries including the United States, and supported by the G20. Changes in these laws and regulations, or any change in the position of tax authorities regarding their application, administration or interpretation could adversely affect our financial results. In addition, a number of countries are actively pursuing changes to their tax laws applicable to multinational corporations.
Due to widely varying tax rates in the taxing jurisdictions applicable to our business, a change in income generation to higher taxing jurisdictions or away from lower taxing jurisdictions may also have an adverse effect on our financial condition and results of operations.
We make estimates of the potential outcome of uncertain tax issues based on our assessment of relevant risks and facts and circumstances existing at the time, and we use these assessments to determine the adequacy of our provision for income taxes and other tax-related accounts. These estimates are highly judgmental. Although we believe we adequately provide for any reasonably foreseeable outcome related to these matters, future results may include favorable or unfavorable adjustments to estimated tax liabilities, which may cause our effective tax rate to fluctuate significantly.
In June 2016, the U.K. electorate voted in a referendumaddition, our income tax returns are subject to voluntarily depart from the E.U., known as “Brexit”. Following the formation of a majority Conservative government in December 2019, the U.K. approved the withdrawal agreementregular examination by domestic and left the E.U. on January 31, 2020. On December 31, 2020, the U.K. passed legislation giving effect to a trade and cooperation agreement,foreign tax authorities. These taxing authorities may disagree with the E.U. expectedpositions we have taken or intend to formally adopttake regarding the agreement in early 2021. The trade and cooperation agreement covers the general objectives and frameworktax treatment or characterization of the relationship between the U.K. and the E.U., including as it relates to trade, transport, visas, judicial, law enforcement and security matters, and provides for continued participation in community programs and mechanisms for dispute resolution.
The effects of the U.K.’s withdrawal from the E.U. on the global economy, and on our business in particular, will depend on the finalization and application of the trade and cooperation agreement between the U.K. and the E.U, and the finalization of trade negotiations between the U.K. and other countries. The final outcome of Brexit negotiations could impair the abilityany of our operations intransactions. If any tax authorities were to successfully challenge the E.U. to transact business in the future in the U.K., as well as the abilitytax treatment or characterization of any of our U.K. operations to transact business in the future in the E.U.
Volatility associated with Brexittransactions, it could continue to adversely affect European and worldwide economic conditions and may contribute to greater instability in the global financial markets. Among other things, Brexit could reduce consumer spending in the U.K. and the E.U., which could result in decreased demand for our products within these regions. Similarly, housing sales and home values in the U.K. and in the E.U. could be negatively impacted and Brexit could also influence foreign currency exchange rates. For the year ended December 31, 2020, we derived 4% of our net revenues from the U.K., and our Europe headquarters is located in the U.K. As a result, the ultimate effects of Brexit could inhibit the growth of our business and have a material adverse effect on our business, consolidated financial condition andor results of our operations.
Changes in legislation, regulation, and government policy, including as a result Furthermore, regardless of U.S. presidential and congressional elections, may have a material adverse effect on our business in the future.
We cannot predict the impact that may result from changes in the federal or administrative landscape under the Biden Administration and recently elected U.S. Congress officials. While it is not possible to predict whether and when any such changes will occur, changes atchallenge is resolved in our favor, the local, state,final resolution of such matter could be expensive and federal level could significantly impact our business. Specific legislative and regulatory proposals that could have a material impact on us include, but are not limited to: infrastructure renewal programs, changestime consuming to immigration policy, modifications to international trade policy, including renegotiation of defend and/or withdrawal from trade agreements, the imposition of tariffs or trade restrictions, and changes to financial legislation and public company reporting requirements.
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In addition, U.S. lawmakers have made substantial changes to U.S. fiscal and tax policies, including the adoption of the Tax Act, which introduced a variety of tax reforms that significantly impact U.S. taxation of multi-national corporations. These include, among others, reductions in the U.S. corporate tax rate, repeal of the corporate alternative minimum tax, introduction of immediate cost recovery for capital investments, the limitation of the interest deduction, the limitation of certain deductions for executive compensation, and changes to the international tax system, including the adoption of a territorial tax system and taxation of the accumulated foreign earnings of U.S. multinational corporations. The specific provisions of the Tax Act, while generally favorable to our U.S. operations, may have certain negative implications, such as the GILTI provisions, which could materially impact our financial performance. Certain aspects of the Tax Act took effect or material additional guidance was issued during fiscal year 2020, including certain regulations relating to the GILTI high-tax exclusion provisions under Internal Revenue Code (“IRC”) §951A, foreign tax credits, and interest expense limitations. Final guidance continues to be issued by the U.S. Treasury, and, once issued, may materially affect the Company’s conclusions regarding the net related effects of the Tax Act on its financial statements. These provisions will continue to have a significant impact on our future performance. The Biden Administrations’ proposed legislation, in conjunction with his 2020 presidential campaign, indicate increases to corporate tax rates. If such legislation is enacted, it may have a material adverse impact to our tax rate, and in turn, our profitability.settle.
Changes in accounting standards, new interpretations of existing standards and subjective assumptions, estimates, and judgments by management related to complex accounting matters could significantly affect our financial results or financial condition.
Generally accepted accounting principlesGAAP and related accounting pronouncements, implementation guidelines and interpretations with regard to a wide range of matters that are relevant to our business, such as revenue recognition, asset impairment, impairment of goodwill, and other intangible assets, inventories, lease obligations, pensions, self-insurance, tax matters, and litigation, are highly complex and involve many subjective assumptions, estimates, and judgments. Changes in these rules or their interpretation or changes in underlying assumptions, estimates, or judgments could significantly change our reported results.
Risks Relating to our Indebtedness
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Our failure to comply with the credit agreements governing our Credit Facilities and indentures governing the Senior Notes and Senior Secured Notes, including as a result of events beyond our control, could trigger events of default and acceleration of our indebtedness. Defaults under our debt agreements could have a material adverse effect on our business, financial condition, and results of operations.
If there were an event of default under the credit agreements governing our Credit Facilities, the indentures governing the Senior Notes and Senior Secured Notes, or other indebtedness that we may incur, the holders of the defaulted indebtedness could cause all amounts outstanding with respect to that indebtedness to be immediately due and payable. It is likely that our cash flows would not be sufficient to fully repay borrowings under our Credit Facilities and principal amounts of the Senior Notes and Senior Secured Notes, if accelerated upon an event of default. If we are unable to repay, refinance, or restructure our secured debt, the holders of such indebtedness may proceed against the collateral securing that indebtedness.
Furthermore, any event of default or declaration of acceleration under one debt instrument may also result in an event of default under one or more of our other debt instruments. In exacerbated or prolonged circumstances, one or more of these events could result in our bankruptcy or liquidation. Accordingly, any default by us on our debt could have a material adverse effect on our business, financial condition, and results of operations.
Our indebtedness could adversely affect our financial flexibility and our competitive position.
Financial information regarding our indebtedness is included in Note 1312 - Long-Term Debt to our financial statements included in this Form 10-K.
Our level of indebtedness increases the risk that we may be unable to generate cash sufficient to pay amounts due in respect of our indebtedness and could have other material consequences, including:
limiting our ability to obtain financing in the future for working capital, capital expenditures, acquisitions, debt service, or other general corporate purposes;
requiring us to use a substantial portion of our available cash flow to service our debt, which will reduce the amount of cash flow available for working capital, capital expenditures, acquisitions, and other general corporate purposes;
increasing our vulnerability to general economic downturns and adverse industry conditions;
limiting our flexibility in planning for, or reacting to, changes in our business and in our industry in general;
limiting our ability to invest in and develop new products;
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placing us at a competitive disadvantage compared to our competitors that are not as highly leveraged, as we may be less capable of responding to adverse economic conditions, general economic downturns, and adverse industry conditions;
restricting the way we conduct our business because of financial and operating covenants in the agreements governing our existing and future indebtedness;
increasing the risk of our failing to satisfy our obligations with respect to borrowings outstanding under our Credit Facilities, Senior Notes, and Senior Secured Notes and/or being able to comply with the financial and operating covenants contained in our debt instruments, which could result in an event of default under the credit agreements governing our Credit Facilities and the agreements governing our other debt, including the indentures governing the Senior Notes and Senior Secured Notes, that, if not cured or waived, could have a material adverse effect on our business, financial condition, and results of operations; and
increasing our cost of borrowing.
The credit agreements governing our Credit Facilities and the indentures governing the Senior Notes and Senior Secured Notes impose significant operating and financial restrictions on us that may prevent us from capitalizing on business opportunities.
The credit agreements governing our Credit Facilities and the indentures governing the Senior Notes and Senior Secured Notes impose significant operating and financial restrictions on us. These restrictions limit our ability, among other things, to:
incur or guarantee additional indebtedness;
make certain loans, investments, or restricted payments, including dividends to our shareholders;
repurchase or redeem capital stock;
engage in certain transactions with affiliates;
sell certain assets (including stock of subsidiaries) or merge with or into other companies; and
create or incur liens.
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Under the terms of the ABL Facility, we will at times be required to comply with a specified fixed charge coverage ratio when the amount of certain unrestricted cash balances of the U.S. and Canadian loan parties plus the amount available for borrowing by the U.S. borrowers and Canadian borrowers is less than a specified amount. The Australia Senior Secured Credit Facility also contains financial maintenance covenants. Our ability to meet the specified covenants could be affected by events beyond our control, and our failure to meet these covenants will result in an event of default as defined in the applicable facility.
In addition, our ability to borrow under the ABL Facility is limited by the amount of the borrowing base applicable to U.S. dollar and Canadian dollar borrowings. Any negative impact on the elements of our borrowing base, such as eligible accounts receivable and inventory, will reduce our borrowing capacity under the ABL Facility. Moreover, the ABL Facility provides discretion to the agent bank acting on behalf of the lenders to impose additional requirements on what accounts receivable and inventory may be counted toward the borrowing base availability and to impose other reserves, which could materially impair the amount of borrowings that would otherwise be available to us. There can be no assurance that the agent bank will not impose such reserves or, were it to do so, that the resulting impact of this action would not materially and adversely impair our liquidity.
As a result of these covenants and restrictions, we are limited in how we conduct our business, and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities or engage in other activities that may be in our long-term best interests. The terms of any future indebtedness we may incur could include more restrictive covenants. We cannot assure you that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, we may be unable to obtain waivers from the lenders or amend the covenants.
We require a significant amount of liquidity to fund our operations, and borrowing may increase our vulnerability to negative unforeseen events.
Our liquidity needs vary throughout the year. If our business experiences materially negative unforeseen events, we may be unable to generate sufficient cash flow from operations to fund our needs or maintain sufficient liquidity to operate and remain in compliance with our debt covenants, which could result in reduced or delayed purchases of raw materials, planned capital expenditures, and other investments and adversely affect our financial condition or results of operations. Our ability to borrow under the ABL Facility may be limited due to decreases in the borrowing base as described above.
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Risks Relating to Ownership of Our Common Stock
The market price of our Common Stock may be highly volatile.
Our Common Stock has only been listed for public trading since January 27, 2017. As of December 31, 2020, the price of our Common Stock since the date of our IPO, as reported by the NYSE, has ranged from an intraday high of $42.27 to an intraday low of $6.06. The trading price of our Common Stock may continue to be volatile. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as other general economic, market or political conditions, could reduce the market price of our shares in spite of our operating performance. The followingVarious factors, including those listed in this Item 1A - Risk Factors section, may have a significant impact on the market price of our Common Stock:
negative trends in global economic conditions or activity levels in our end markets;
increases in interest rates used to finance home construction and improvements;
our ability to compete effectively against our competitors;
changes in consumer needs, expectations, or trends;
our ability to maintain our relationships with key customers;
our ability to implement our business strategy;
our ability to complete and integrate new acquisitions;
variations in the prices of raw materials used to manufacture our products;
adverse changes in building codes and standards or governmental regulations applicable to general business operations;
product liability claims or product recalls;
any legal actions in which we may become involved, including disputes relating to our intellectual property;
our ability to recruit and retain highly skilled staff;
actual or anticipated fluctuations in our quarterly or annual operating results;
trading volume of our Common Stock;
sales of our Common Stock by us, our executive officers and directors, or our shareholders (including Onex) in the future; and
general economic and market conditions and overall fluctuations in the U.S. equity markets.
In addition, broad market and industry factors, including the trading prices of the securities of our publicly traded competitors, may negatively affect the market price of our Common Stock, regardless of our actual operating performance, and factors beyond our control may cause our stock price to decline rapidly and unexpectedly. Furthermore, the stock market has experienced extreme volatility that, in some cases, has been unrelated or disproportionate to the operating performance of particular companies.
Publishing earnings guidance subjects us to risks, including increased stock volatility, that could lead to potential lawsuits by investors.
Because we publish earnings guidance, we are subject to a number of risks. Actual results may vary significantly from the guidance we provide investors from time to time, such that our stock price may decline following, among other things, any earnings release or guidance that does not meet market expectations. It has become increasingly commonplace for investors to file lawsuits against companies following a rapid decrease in market capitalization. We may be named in these types of lawsuits. These types of lawsuits can be costly and divert management attention and other resources away from our business, regardless of their merits, and could result in adverse settlements or judgments.
Some provisions of our charter documents and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our shareholders and may prevent attempts by our shareholders to replace or remove our current management.
Provisions in our Charter and our Bylaws, as well as provisions of the Delaware General Corporation Law, or the “DGCL”, could make it more difficult for a third party to acquire us or increase the cost of acquiring us, even if doing so would benefit our shareholders, including transactions in which shareholders might otherwise receive a premium for their shares. Our Charter and Bylaws currently provide for the following, among other things:
our Board of Directors is expressly authorized to adopt, amend, or repeal our Bylaws;
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our Board of Directors can issue blank check preferred stock to increase the number of outstanding shares and potentially discourage a takeover attempt; and
advance notice for nominations for election to our Board of Directors or for proposing matters that can be acted upon by shareholders at shareholder meetings.
We have also opted out of Section 203 of the DGCL, which, subject to some exceptions, prohibits business combinations between a Delaware corporation and an interested shareholder, which is generally defined as a shareholder who becomes a beneficial owner of 15% or more of a Delaware corporation’s voting stock for a three-year period following the date that the shareholder became an interested shareholder. At some time in the future, we may again be governed by Section 203. Section 203 could have the effect of delaying, deferring, or preventing a change in control that our shareholders might consider to be in their best interests. In addition, our largest shareholder, Onex, has the ability to nominate one or two directors to our Board of Directors to the extent Onex maintains at least 12.5% or 20%, respectively, of our outstanding Common Stock.
These anti-takeover defenses could discourage, delay, or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for you and other shareholders to elect directors of your choosing and cause us to take corporate actions other than those you desire.
Because Onex owns a substantial portion of our Common Stock, it may influence major corporate decisions and its interests may conflict with the interests of other holders of our Common Stock.
Onex beneficially owns approximately 32.9 million shares of our Common Stock representing approximately 33% of our outstanding shares as of December 31, 2020. As a result, Onex continues to be able to influence matters requiring approval by our shareholders or our Board of Directors, including the election of directors and the approval of business combinations or dispositions and other extraordinary transactions. They also may have interests that differ from other shareholders and may vote in a way with which other shareholders disagree and which may be adverse to their interests. The concentration of ownership may have the effect of delaying, preventing, or deterring a change of control of our company, could deprive our shareholders of an opportunity to receive a premium for their Common Stock as part of a sale of our company and may materially and adversely affect the market price of our Common Stock. In addition, Onex may in the future own businesses that directly compete with ours. Further, for so long as Onex owns at least 5% of our outstanding shares, Onex has the right to purchase its pro rata portion of the primary shares offered in any future public offering. This right could result in Onex continuing to maintain a substantial ownership of our Common Stock. Onex also has the right to nominate one or two directors to our Board of Directors for as long as Onex maintains at least 12.5% or 20%, respectively, of our outstanding Common Stock.
We may be subject to securities litigation, which is expensive and could divert management attention.
Our share price may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on our business, financial condition, and results of operations. Any adverse determination in litigation could also subject us to significant liabilities and may negatively impact our share price.
Our directors who have relationships with Onex may have conflicts of interest with respect to matters involving our Company.
Two of our directors are affiliated with Onex. These persons have fiduciary duties to both us and Onex. As a result, they may have real or apparent conflicts of interest on matters affecting both us and Onex, which in some circumstances may have interests adverse to ours. Onex is in the business of making or advising on investments in companies and may hold, and from time to time may acquire, interests in, or provide advice to, businesses that directly or indirectly compete with certain portions of our business or that are suppliers or customers of ours. In addition, as a result of Onex’s ownership interest, conflicts of interest could arise with respect to transactions involving business dealings between us and Onex, including potential acquisitions of businesses or properties, the issuance of additional securities, the payment of dividends, and other matters.
In addition, our Charter provides that the doctrine of “corporate opportunity” will not apply with respect to us, to Onex or certain related parties, or any of our directors who are employees of Onex or its affiliates in a manner that would prohibit them from investing in competing businesses or doing business with our customers. To the extent they invest in such other businesses, Onex may have differing interests than our other shareholders.
Future sales, or the perception of future sales, of shares of our Common Stock in the public market by us or our existing shareholders could cause our stock price to fall.
The sales of a substantial number of shares of our Common Stock in the public market, or the perception that such sales could occur, including sales by Onex, could materially adversely affect the prevailing market price of our Common Stock. As of December 31, 2020, we had 100,806,068 shares of Common Stock outstanding.
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    Shares held by Onex and certain of our directors, officers, and shareholders are eligible for resale, subject to volume, manner of sale and other limitations under Rule 144. In addition, pursuant to the Registration Rights Agreement (as defined below), each have the right, subject to certain conditions, to require us to register the sale of shares owned by such persons under the federal securities laws. By exercising their registration rights and selling a large number of shares, these holders could cause the prevailing market price of our Common Stock to decline. In addition, shares issued or issuable upon exercise of options and vested RSUs and PSUs will be eligible for sale from time to time.
As of December 31, 2020, we had 1,277,040 shares reserved for issuance pursuant to equity awards outstanding under our 2011 Stock Incentive Plan and 3,120,289 shares reserved for issuance pursuant to equity awards under our 2017 Omnibus Equity Plan. These shares, upon exercise of options and vesting of RSUs and PSUs, will be eligible for sale from time to time or will be eligible for sale immediately following exercise of such options.
Our employees, officers, and directors may elect to sell shares of our Common Stock in the public market. Sales of a substantial number of shares of our Common Stock in the public market could depress the market price of our Common Stock and impair our ability to raise capital through the sale of additional equity securities.
The ESOP and the JELD-WEN, Inc. KSOP (“KSOP”), are designed as a tax-qualified retirement plans and employee stock ownership plans under the Internal Revenue Code of 1986, as amended (“Code”). Former employees are entitled to receive distributions of accounts held under the ESOP and KSOP at specified times and in specified forms. In addition, each plan permits diversification of our Common Stock held in participants’ accounts. The ESOP and KSOP may sell shares in the open market to fund hardship distributions and diversifications or participants may sell shares received as part of their distributions. In the year ended December 31, 2020, 292,979 shares were either sold by the plans to cover cash distributions and diversifications or distributed to participants.
In the future, we may issue securities to raise cash for acquisitions or otherwise. We may also acquire interests in other companies by using a combination of cash and our Common Stock or just our Common Stock and we may issue securities convertible into our Common Stock. Any of these events may dilute your ownership interest in our company and have an adverse impact on the price of our Common Stock.
If securities or industry analysts cease publishing research or reports about us, our business, or our market, or if they adversely change their recommendations or publish negative reports regarding our business or our stock, our stock price and trading volume could decline.
The trading market for our Common Stock can be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. We do not have any control over these analysts, and we cannot provide any assurance that analysts will cover us or provide favorable coverage. If any of the analysts who may cover us adversely change their recommendation regarding our stock, or provide more favorable relative recommendations about our competitors, our stock price could decline. If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.
Because we have no current plans to pay cash dividends on our shares of Common Stock, shareholders must rely on appreciation of the value of our Common Stock for any return on their investment.
We currently anticipate that we will retain future earnings for the development, operation, and expansion of our business, to repay debt and potentially repurchase shares, and have no current plans to declare or pay any cash dividends in the foreseeable future. In addition, the terms of our Credit Facilities, Senior Notes, Senior Secured Notes, and any future debt agreements may preclude us from paying dividends. As a result, we expect that only appreciation of the price of our Common Stock, if any, will provide a return to shareholders for the foreseeable future.
Our Charter provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the exclusive forum for certain disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
Our Charter provides, unless we consent to an alternative forum, that the Court of Chancery of the State of Delaware will be the exclusive forum for any derivative action or proceeding brought on our behalf, any action or proceeding asserting a breach of fiduciary duty owned by any director or officer to us or our shareholders, any action or proceedings asserting a claim against us arising pursuant to the DGCL or our Charter or Bylaws, or any action or proceeding asserting a claim against us that is governed by the internal affairs doctrine. This provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees. Alternatively, if a court were to find the provision contained in our Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.
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Because we are a holding company with no operations of our own, we rely on dividends, distributions, and transfers of funds from our subsidiaries, and we could be harmed if such distributions were not made in the future.
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We are a holding company that conducts all of our operations through subsidiaries and the majority of our operating income is derived from JWI, our main operating subsidiary. Consequently, we rely on dividends or advances from our subsidiaries. We have no current plans to declare or pay dividends on our Common Stock for the foreseeable future; however, to the extent that we determine in the future to pay dividends on our Common Stock, none of our subsidiaries will be obligated to make funds available to us for the payment of dividends. The ability of such subsidiaries to pay dividends to us is subject to applicable local law and may be limited due to terms of other contractual arrangements, including our indebtedness. Such laws and restrictions would restrict our ability to continue operations. In addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our Common Stock.

Item 1B - Unresolved Staff Comments.

None.

37Item 1C - Cybersecurity.

Risk Management and Strategy
We maintain a comprehensive process for assessing, identifying and managing material risks from cybersecurity threats as part of our overall risk management system and processes. Our cybersecurity risk management processes include the following:
a.We leverage the National Institute of Standards and Technology (“NIST”) framework to help ensure the Company’s risk posture remains in alignment with the Company’s overall risk appetite.
b.The Company utilizes policies, software, training programs, hardware solutions and managed services to protect and monitor our environment, including multifactor authentication on all critical systems, firewalls, intrusion detection and prevention systems, vulnerability and penetration testing, identity and access management systems and 24x7 security operations center.
c.The Company’s approach to managing cybersecurity and digital risk is led by our CIO and CISO. Our CIO is supported by the Company at the highest levels and regularly engages with cross-functional teams at the Company, including Legal, Audit, Finance, Human Resources and Enterprise Risk Management.
d.We also carry insurance that provides protection against the potential losses arising from a cybersecurity incident. Such insurance may be insufficient to cover all losses or all types of claims that may arise.
e.Our cybersecurity team conducts semi-annual cyber awareness training for professional associates using an independent third-party security training provider to educate best practices, policies and responsibilities pertaining to cybersecurity. We also conduct quarterly simulated phishing tests to generate awareness and run tabletop exercises to simulate a response to a cybersecurity incident and use the findings to improve our practices, procedures and technologies.
f.Our cybersecurity incident response plan coordinates the activities we take to prepare for, detect, respond to, and recover from cybersecurity incidents, which include processes to triage, assess severity for, escalate, contain, investigate, communicate and remediate the incident, as well as to comply with potentially applicable legal obligations and mitigate brand and reputational damage.
g.Our cybersecurity team regularly conduct tests of our information security environment and controls through vulnerability scanning, penetration testing and attack simulation testing.
Additionally, our cybersecurity risk management processes include review and assessment by external, independent third parties, who assess the maturity of our cybersecurity program and identify areas for continued focus and improvement. Furthermore, our Legal Department advises the Board about best practices for cybersecurity oversight by the Board, and the evolution of that oversight over time.
Our cybersecurity risk management processes extend to the oversight and identification of threats associated with our use of third-party service providers. Our cybersecurity team conducts third-party software security reviews for new software products being implemented into our production environments. The Company also has a third-party risk management process that regularly assesses and monitors risks, including cybersecurity, from vendors and suppliers.
See “Risk Factors” in Item 1A of this Annual Report on Form 10-K for information on cybersecurity risks that may materially affect our business strategy, results of operations and financial condition.
Governance
The cybersecurity risk management processes described above are led by our CIO and CISO, each having more than 25 years of information security experience. Our Board, Audit Committee, senior management and the Enterprise Risk Management Committee (a management committee of senior representatives from corporate functions and business lines) devote resources to cybersecurity and risk management processes. The Audit Committee is primarily responsible for the oversight of enterprise risk management and cybersecurity risks, including cybersecurity threats. To fulfill this responsibility, the Audit Committee receives periodic reports from the CIO. These reports include information regarding updates on cybersecurity initiatives, cybersecurity metrics, such as phishing
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results and attack volume metrics, results of any assessments performed by internal stakeholders or external third-party advisors and updates on cybersecurity trends and insights. The CIO provides a cybersecurity update to the full Board at least annually.

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Item 2 - Properties

Our principal executive office is located in Charlotte, North Carolina. We lease administrative office space in Charlotte, North Carolina and in Birmingham, U.K. We also own or lease other properties to support our primary operating activities, including sales offices closed facilities, and administrative office space in Klamath Falls, Oregon, which we own, and lease properties in Charlotte, North Carolina; Birmingham, U.K.; and Sydney, Australia.Oregon.
Manufacturing
Manufacturing
Manufacturing
North America
North America
North America
United States and Caribbean
United States and Caribbean
United States and Caribbean
Canada
Canada
Canada
ManufacturingDistribution
North America
United States459
Canada42
St. Kitts1
42
Mexico1
5012
42
42
Europe
Europe
EuropeEurope
United KingdomUnited Kingdom51
United Kingdom
United Kingdom
FranceFrance2
France
France
Austria
Austria
AustriaAustria3
Czech RepublicCzech Republic1
Czech Republic
Czech Republic
Switzerland
Switzerland
SwitzerlandSwitzerland1
HungaryHungary1
Hungary
Hungary
Germany
Germany
GermanyGermany41
SwedenSweden3
Sweden
Sweden
Denmark
Denmark
DenmarkDenmark3
LatviaLatvia3
Latvia
Latvia
Estonia
Estonia
EstoniaEstonia3
FinlandFinland3
Finland
Finland
26
26
26
322
Australasia
Australia354
Indonesia2
Malaysia2
394
Total JELD-WENTotal JELD-WEN12118
Total JELD-WEN
Total JELD-WEN
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Item 3 - Legal Proceedings
Information relating to this item is included within Note 25-25 - Commitments and Contingenciesof our financial statements included elsewhere in this Form 10-K.

Item 4 - Mine Safety Disclosures.

    Not applicable.


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PART II

- OTHER INFORMATION
Item 5 - Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Market Information and Holders
Our Common Stock has been listed and traded on the NYSE under the symbol “JELD” since January 27, 2017. Prior to that time, there was no public trading market for our stock. As of February 19, 2021,16, 2024, there were approximately 1,3771,374 shareholders of record of our Common Stock. The number of record holders does not include a substantially greater number of holders whose shares are held of record in nominee or “street name” accounts through banks, brokers, and other financial institutions.
Stock Performance Graph
The following graph depicts the total return to shareholders from January 27, 2017, the date our Common Shares became listed on the NYSE,December 31, 2018 through December 31, 2020,2023, relative to the performance of the Standard & Poor's 500 Index and the Standard & Poor's 1500 Building Products Index. The graph assumes an investment of $100 in our Common Stock and each index on January 27, 2017,December 31, 2018, and the reinvestment of dividends paid since that date. The stock performance shown in the graph is not necessarily indicative of future price performance.
jeld-20201231_g4.jpg1116
*$100 invested on 1/27/1712/31/18 in stock or 12/31/16 in index, including reinvestment of dividends.
Fiscal year ended December 31.

Copyright© 20212023 Standard & Poor's, a division of S&P Global. All rights reserved.
1/27/201712/31/201712/31/201812/31/201912/31/2020
12/31/2018
12/31/2018
12/31/201812/31/201912/31/202012/31/202112/31/202212/31/2023
JELD-WEN Holding, Inc.JELD-WEN Holding, Inc.$100.00$150.73$54.40$89.62$97.09JELD-WEN Holding, Inc.$100.00$164.74$178.47$185.5$67.91$132.86
S&P 500S&P 500$100.00$121.83$116.49$153.17$181.35S&P 500$100.00$131.49$155.68$200.37$164.08$207.21
S&P 1500 Building Products IndexS&P 1500 Building Products Index$100.00$110.00$86.71$123.14$173.84S&P 1500 Building Products Index$100.00$142.18$182.48$267.75$205.19$295.93

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Equity Compensation Plans
    See Item 12-12 - Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters for the information required by Item 201(d) of Regulation S-K regarding equity compensation plans.
Dividends
    We do not currently expect to pay any cash dividends on our Common Stock for the foreseeable future. Instead, we intend to retain future earnings, if any, for the future operation and expansion of our business, and the repayment of debt.debt, and potentially for share repurchases. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, cash requirements, financial condition, contractual restrictions, restrictions imposed by applicable laws, and other factors that our Board of Directors may deem relevant.
The terms of the agreements governing our existing or future indebtedness may limit our ability to pay dividends and make distributions to our shareholders. Our business is conducted through our subsidiaries and dividends from, and cash generated by, our subsidiaries will be our principal sources of cash to repay indebtedness, fund operations, and pay any dividends. Accordingly, our ability to pay dividends to our shareholders is dependent on the earnings and distributions of funds from our subsidiaries (which distributions may be restricted by the terms of our Corporate Credit Facilities Senior Secured Notes, and Senior Notes).
Item 6 - Selected Financial Data[Reserved]
Not applicable.
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Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations
This MD&A contains forward-looking statements that involve risks and uncertainties. Please see “Forward-Looking Statements” in Item 1-1 - Business and Item 1A-1A - Risk Factors in this Form 10-K for a discussion of the uncertainties, risks and assumptions associated with these statements. This discussion should be read in conjunction with our historical financial statements and related notes thereto and the other disclosures contained elsewhere in this Form 10-K. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods, and our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those listed under Item 1A- Risk Factors and included elsewhere in this Form 10-K.
This MD&A is a supplement to our financial statements and notes thereto included elsewhere in this Form 10-K and is provided to enhance your understanding of our results of operations and financial condition. Our discussion of results of operations is presented in millions throughout the MD&A and due to rounding may not sum or calculate precisely to the totals and percentages provided in the tables. Our MD&A is organized as follows:
Overview and Background.Company Overview. This section provides a general description of our Company and reportable segments, business and industry trends, our key business strategies and background information on other matters discussed in this MD&A.
Consolidated Results of Operations and Operating Results by Business Segment. This section provides our analysis and outlook for the significant line items on our consolidated statements of operations, as well as other information that we deem meaningful to an understanding of our results of operations on both a consolidated basis and a business segment basis.
Liquidity and Capital Resources. This section contains an overview of our financing arrangements and provides an analysis of trends and uncertainties affecting liquidity, cash requirements for our business, and sources and uses of our cash.
Critical Accounting Policies and Estimates. This section discusses the accounting policies that we consider important to the evaluation and reporting of our financial condition and results of operations, and whose application requires significant judgments or a complex estimation process.
Company Overview and Background
We are one of the world’s largest door and window manufacturers, and we hold a leading position by net revenues in the majorityglobal designer, manufacturer, and distributor of the countries and markets we serve. We design, produce, and distribute an extensive range ofhigh performance interior and exterior doors, wood, vinyl, and aluminum windows, and related building products, for use inserving the new construction and R&R of residential homes, and, to a lesser extent, non-residential buildings.sectors.
We operate manufacturing and distribution facilities in 1915 countries, located primarily in North America Europe, and Australia.Europe. For many product lines, our manufacturing processes are vertically integrated, enhancing our range of capabilities, our ability to innovate, and our quality control as well as providing supply chain, transportation, and working capital savings.
In October 2011, certain funds managed by affiliates of Onex acquired a majority of the combined voting power in the Company through the acquisition of convertible debt and convertible preferred equity. After the Onex investment, we began the transformation of our business from a family-run operation to a global organization with independent, professional management. The transformation accelerated after 2013 with the hiring of a new senior management team strategically recruited from a number of world-class industrial companies. Our current management team has extensive experience driving operational improvement, innovation, and growth, both organically and through acquisitions. As of December 31, 2020, Onex owned approximately 33% of our outstanding shares of Common Stock.
In February 2017, we completed an initial public offering of our Common Stock on the New York Stock Exchange under the symbol “JELD”.
Business Segments
Our business is organized in geographic regions to ensure integration across operations serving common end markets and customers. We have threetwo reportable segments: North America Europe, and Australasia.Europe. Financial information related to our business segments can be found in Note 1614 - Segment Information of our financial statements included elsewhere in this Form 10-K.
Divestitures
During 2021, the Company ceased the appeal process for its litigation with Steves & Sons, Inc. (“Steves”). As a result, we are required to divest the Company’s Towanda, PA operations (“Towanda”). Assuming customary closing conditions are met and subject to court approval, we believe the divestiture will occur within the next twelve months and qualifies for held for sale accounting. We have reclassified certain assets and liabilities to assets held for sale in the accompanying financial statements. We plan to continue reporting Towanda within our North America operations until the divestiture is finalized. For additional information on the Steves litigation and divestiture, see Note 25 - Commitments and Contingencies of our financial statements included elsewhere in this Form 10-K.
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. On July 2, 2023, we completed the sale. The net assets and operations of the disposal group met the criteria to be classified as “discontinued operations” and are reported as such in all periods presented unless otherwise noted. The consolidated statements of cash flows include cash flows from discontinued operations through the divestiture date of July 2, 2023. See Note 2- Discontinued Operations of our financial statements included elsewhere in this Form 10-K.
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Acquisitions
In March 2019, we acquired VPI Quality Windows, Inc., a leading manufacturer of vinyl windows, specializing in customized solutions for mid-rise multi-family, industrial, hospitality and commercial projects, primarily in the western U.S. VPI is located in Spokane, Washington. VPI is part of our North America segment. We paid $57.8 million in cash, net of cash acquired, for the acquisition of VPI.
In April 2018, we acquired the assets of D&K, a long-standing supplier of cavity sliders to our Corinthian Doors business. D&K is part of our Australasia segment.
    In March 2018, we acquired the remaining issued and outstanding shares and membership interests of ABS, headquartered in Sacramento, California. ABS is a premier supplier of value-added services for the millwork industry. ABS is part of our North America segment.
    In February 2018, we acquired A&L, a leading Australian manufacturer of residential aluminum windows and patio doors. A&L has a network of manufacturing facilities across the eastern seaboard of Australia, which we expect will deliver synergies through operational savings from the implementation of JEM and by leveraging the benefits of our combined supply chain. A&L is part of our Australasia segment.
    In February 2018, we acquired Domoferm, headquartered in Gänserndorf, Austria. Domoferm is a leading European provider of steel doors, steel door frames, and fire doors for commercial and residential markets with four manufacturing sites in Austria, Germany, and the Czech Republic. Domoferm is part of our Europe segment.
We paid an aggregate of approximately $229.2 million in cash, including contingent consideration, (net of cash acquired) for the 2019 and 2018 acquisitions. In addition, we assumed no debt in our 2019 acquisition and we assumed debt of approximately $70.6 million associated with our 2018 acquired companies.
    For additional information on our acquisition activity, see Note 2 - Acquisitions of our financial statements included elsewhere in this 10-K.
Factors and Trends Affecting Our Business
Components of Net Revenues
The key components of our net revenues include core net revenuesCore Revenues (which we define to include the impact of pricing and volume/mix, as discussed further under the heading, “Product Pricing and Volume/Mix” below), contribution from acquisitions and divestitures made within the prior twelve months, and the impact of foreign exchange. Core netNet revenues reported in our financial statements are impacted by the fluctuating currency values in the geographies in which we operate, which we refer to as the impact offrom foreign exchange. Throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, percentage changes in pricing are based on management schedules and are not derived directly from our accounting records.
Product Demand
General business, financial market, and economic conditions globally and in the regions where we operate influence overall demand in our end markets and for our products. In particular, the following factors may have a direct impact on demand for our products in the countries and regions where our products are marketed and sold: 
the strength of the economy;
employment rates, and consumer confidence, and spending rates;
the availability and cost of credit;
interest rate fluctuations (including mortgage and credit card interest rates) and the availability of financing for our customers and consumers;
the amount and type of residential and non-residential construction;
housing sales and home values;
the age of existing home stock, home vacancy rates, and foreclosures;
interest rate fluctuations for our customersvolatility in both debt and consumers;equity capital markets;
increases in the cost of raw materials or any shortage in supplies or labor;labor, including as a result of tariffs or other trade restrictions;
the effects of governmental regulation and initiatives to manage economic conditions;
geographical shifts in population and other changes in demographics; and
changes in weather patterns.patterns and extreme weather events.
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In addition, we seek to drive demand for our products through the implementation of various strategies and initiatives. We believe we can enhance demand for our new and existing products by: 
innovating and developing new products and technologies;
investing in branding and marketing strategies, including marketing campaigns in both print and social media, as well as our investments in training centerscurriculum, in-field training and mobile training facilities;technologies to facilitate remote learning; and
implementing channel initiatives to enhance our relationships with key channel partners and customers, including the True BLU dealer management programoptimizing growth through rebate programs in North America.
Product Pricing and Volume/Mix
The price and mix of products that we sell are important drivers of our net revenues and net income. Under the heading “Results of Operations,” references to (i) “pricing” refer to the impact of price increases or decreases, as applicable, for particular products between periods and (ii) “volume/mix” refer to the combined impact of both the number of products we sell in a particular period and the types of products sold, in each case, on net revenues. While we operate in competitive markets, the demand for our innovative products allows us to exercise pricing discipline, which is an important element of our strategy to achieve profitable growth through improved margins. Our strategy also includes incentivizing our channel partners to sell our higher margin products, and we believe a renewed focus on innovation and the development of new technologies will increase our sales volumes and the overall profitability of our product mix.
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Cost Reduction and Productivity Initiatives
Prior to the ongoing operational transformation being executed by our senior executive team, our operations were managed in a decentralized manner with varying degrees of emphasis on cost efficiency and limited focus on continuous improvement or strategic sourcing. Our senior management team has a proven track record of implementing operational excellence programs at some of the world’s leading industrialvarious large, global manufacturing businesses, and we believe the same successes can be realized at JELD-WEN. Key areas of focus of our operational excellence, productivity, and footprint rationalization programs include:
reducing labor, overtime, and waste costs by reducing facility count while optimizing manufacturing capacity and improving planning and manufacturing processes;
increasing rigor and alignment around capital expenditures with a clear linkage to our strategy and optimizing returns;
reducing or minimizing increases in material usage and costs through strategic global sourcingvalue-added engineering;
investing in logistics optimization programs to reduce freight costs and value-added re-engineering of components, in part by leveragingincrease throughput;
redesigning our significant spendsupply chain network to reduce lead times and the global nature of our purchases;optimize inventory levels to increase cash flow; and
reducing warranty costs by improving quality; and
a JEM-enabled facility rationalization and modernization initiative that will reduce overhead costs and complexity, while increasing our overall capacity and improving our service levels.quality.
We continue to implement our strategic cost-reduction and productivity initiatives under JEM to develop the culture and processes of operational excellence and continuous improvement. These cost reduction initiatives, which may include plant closures and consolidations, headcount reductions, and other various initiatives aimed at lowering production and overhead costs, may not produce the intended results within the intended timeframe.
Raw Material Costs
    Commodities such as vinyl extrusions, glass, aluminum, wood, steel, plastics,glass, fiberglass, aluminum and other compositesvinyl are major components in the production of our products. Changes in the underlying prices of these commodities have a direct impact on the cost of productsgoods sold. While we attempt to pass on a substantial portion of such cost increases to our customers, we may not be successful in doing so. In addition, our results of operations for individual quarters may be negatively impacted by a delay between the time of raw material cost increases and a corresponding price increase. Conversely, our results of operations for individual quarters may be positively impacted by a delay between the time of a raw material price decrease and a corresponding competitive pricing decrease.
Freight Costs
    We incur substantial freight and duty costs to third party logistics providers and port authorities to transport raw materials and work-in-process inventory to our manufacturing facilities and to deliver finished goods to our customers. Changes in freight and duty rates andas well as the availability of freight services can have a significant impact on our cost of goods sold. Freight and duty costs have risen significantly due to a number of factors that have affected the supply and demand of trucking and port services, including increased regulation, such as data logging of miles, increases in general economic activity, labor shortages, and an aging workforce. We attempt to mitigate some of these cost increases through various internal initiatives and to pass a substantial portion of these increases to our customers; however, we may not realize the intended results within the intended timeframe.
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Working Capital and Seasonality
Working capital which is defined as accounts receivable plus inventory less accounts payable, fluctuates throughout the year and is affected by seasonality of sales of our products and of customer payment patterns. The peak season for home construction and remodeling in our North America and Europe segments which represent the substantial majority of our revenues, generally corresponds with the second and third calendar quarters, and therefore our sales volume is usually higher during those quarters. Typically, working capital increases at the end of the first quarter and beginning of the second quarter in conjunction with, and in preparation for, our peak season, and working capital decreases starting in the third quarter as inventory levels and accounts receivable decline. Inventories fluctuate for some raw materials with long deliveryGlobal supply markets and supply chains have been impacted by certain events, resulting in shortages and extended lead times such as steel, as we work through prior shipmentsimpacting our operations and take deliveryprofitability. We continue to apply a number of new orders.different strategies to mitigate the impact of these challenges on our operations, including extending our demand planning, seeking alternative sources, utilizing substitute products and leveraging our supplier relationships.
Foreign Currency Exchange Rates
We report our consolidated financial results in U.S. dollars. Due to our international operations, the weakening or strengthening of foreign currencies against the U.S. dollar can affect our reported operating results and our cash flows as we translate our foreign subsidiaries’ financial statements from their reporting currencies into U.S. dollars. In the year ended December 31, 2020 compared to the year ended December 31, 2019, the depreciation or appreciation of the U.S. dollar relative to the reporting currencies of our foreign subsidiaries resulted in higher or lower reported results in such foreign reporting entities. In particular, the exchange rates used to translate our foreign subsidiaries’ financial results for the year ended December 31, 2020 compared to the year ended December 31, 2019 reflected, on average, the U.S. dollar strengthened against both the Australian dollar and Canadian dollar by 1% and weakened against the Euro by 2%. See Item 1A-1A - Risk Factors- Risks Relating to Our Business and Industry, Item 1A-1A - Risk Factors- Exchange rate fluctuations may impact our business, financial condition, and results of operations, and Item 7A-7A - Quantitative and Qualitative Disclosures About Market Risk- Exchange Rate Risk.
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Components of our Operating Results
Net Revenues
Our net revenues are a function of sales volumes and selling prices, each of which is a function of product mix, and consist primarily of:
sales of a wide variety of interior and exterior doors, including patio doors, for use in residential and non-residential applications, with and without frames, to a broad group of wholesale and retail customers in allboth of our geographic markets;
sales of a wide variety of windows for both residential and certain non-residential uses, to a broad group of wholesale and retail customers primarily in North America, Australia, and the U.K.;America; and
other sales, including sales of moldings, trim board, cut-stock, glass, stairs, hardware and locks, door skins, shower enclosures, wardrobes, window screens, and miscellaneous installation and other services revenue.services. We also 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.
Net revenues do not include internal transfers of products between our component manufacturing, product manufacturing and assembly, and distribution facilities.
Cost of Sales
Cost of sales consists primarily of material costs, direct labor and benefit costs, including payroll taxes, repair and maintenance, depreciation, utility, rent and warranty expenses, outbound freight, insurance and benefits, supervision and tax expenses.
Material Costs. The single largest component of cost of sales is material costs, which include raw materials, components, and finished goods purchased for use in manufacturing our products or for resale. Our most significant material costs include glass, wood, wood composites, wood components, doors,steel, glass, internally produced door facings, door parts,skins, fiberglass compound, hardware, vinyl extrusions, steel, fiberglass, packaging materials, adhesives, resinspetroleum-based products such as resin and other chemicals, core material,binders, as well as aluminum and aluminumvinyl extrusions. The cost of each of these items is impacted by global supply and demand trends, both within and outside our industry, as well as commodity price fluctuations, conversion costs, energy costs, and transportation costs. Material costs also include purchased finished goods. We have and may continue to experience inflation in our material costs, including increased costs for inbound freight, due to supply chain challenges from economic and geopolitical uncertainties, including the ongoing conflict between Russia and Ukraine. The imposition of new tariffs on imports, new trade restrictions, or changes in tariff rates or trade restrictions may further impact material costs. See Item 7A-7A - Quantitative and Qualitative Disclosures About Market Risk- Raw Materials Risk.
Direct Labor and Benefit Costs. Direct labor and benefit costs reflect a combination of production hours, average headcount, general wage levels, payroll taxes, and benefits provided to employees. Direct labor and benefit costs include wages, overtime, payroll taxes, and benefits paid to hourly employees at our facilities that are involved in the production and/or distribution of our products. These costs are generally managed by each facility and headcount is adjusted according to overall and seasonal production demand. We run multi-shift operations in many of our facilities to maximize return on assets and utilization. Direct labor and benefit costs fluctuate with headcount, but generally tend to increase with inflation due to increases in wages and health benefit costs.
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Repair and Maintenance, Depreciation, Utility, Rent, and Warranty Expenses.
Repairs and maintenance costs consist of equipment and facility maintenance expenses, purchases of maintenance supplies, and the labor costs involved in performing maintenance on our equipment and facilities.
Depreciation includes depreciation expense associated with our production assets and plants.
Rent is predominantly comprised of lease costs for facilities we do not own as well as vehicle fleet and equipment lease costs. Facility leases are typically multi-year and may include increases tied to certain measures of inflation.
Warranty expenses represent all costs related to servicing warranty claims and product issues and are mostly related to our window and door products sold in the U.S. and Canada.
Outbound Freight. Outbound freight includes payments to third-party carriers for shipments of orders to our customers, as well as driver, vehicle, and fuel expenses when we deliver orders to customers. The majority of our products are shipped by third-party carriers.
Insurance and Benefits, Supervision, and Tax Expenses.
Insurance and benefit costs are the expenses relating to our insurance programs, health benefits, retirement benefit programs (including the pension plan), and other benefits for employees that are not included in direct labor and benefits costs.
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Supervision costs are the wages and bonus expenses related to plant managers. Both insurance and benefits and supervision expenses tend to be influenced by headcount and wage levels.
Tax costs are mostly payroll taxes for employees not included in direct labor and benefit costs, and property taxes. Tax expenses are impacted by changes in tax rates, headcount and wage levels, and the number and value of properties owned.
In addition, an appropriate portion of each of the insurance and benefits, supervision and tax expenses are allocated to SG&A expenses.
Selling, general,General, and administrative expensesAdministrative Expenses
SG&A expenses consist primarily of research and development, sales and marketing, and general and administrative expenses.
Research and Development. Research and development expenses consist primarily of personnel expenses related to research and development, consulting and contractor expenses, tooling and prototype materials, and overhead costs allocated to such expenses. Substantially all of our research and development expenses are related to developing new products and services and improving our existing products and services. To date, research and development expenses have been expensed as incurred, because the period between achieving technological feasibility and the release of products and services for sale has been short and development costs qualifying for capitalization have been insignificant.
We expect our research and development expenses to increase in absolute dollars as we continue to make significant investments in developing new products and enhancing existing products.
Sales and Marketing. Sales and marketing expenses consist primarily of advertising and marketing promotions of our products and services and related personnel expenses, as well as sales incentives, trade show and event costs, sponsorship costs, consulting and contractor expenses, travel, display expenses, and related amortization. Sales and marketing expenses are generally variable expenses and not fixed expenses. We expect our sales and marketing expenses to increase in absolute dollars as we continue to actively promote our products and services.
General and Administrative. General and administrative expenses consist of personnel expenses for our finance, legal, human resources, and administrative personnel, as well as the costs of professional services, any allocated overhead, information technology, amortization of intangible assets acquired, and other administrative expenses. We expect
Goodwill Impairment
Goodwill impairment consists of goodwill impairment charges associated with our general and administrative expensesEurope reporting unit in the year ended December 31, 2022. For more information, refer to increase in absolute dollars due to the anticipated growth Note 6 - Goodwill of our businessconsolidated financial statements included in this Form 10-K.
Restructuring and related infrastructure as well as legal, accounting, insurance, investor relations, and other costs associated with being a public company.Asset Related Charges
Impairment and Restructuring Costs
Impairment and restructuring costscharges, net consist primarily of all salary-related severance benefits that are accrued and expensed when a restructuring plan has been put into place, the plan has received approval from the appropriate level of management and the benefit is probable and reasonably estimable. In addition to salary-related costs, we incur other restructuring costs and adjustments when facilities are closed or capacity is realigned within the organization. Upon termination of an employment or commercial contract we record liabilities and expenses pursuant to the terms of the relevant agreement. For non-contractual restructuring activities, liabilities and expenses are measured and recorded at fair value in the period in which they are incurred.
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changes in asset useful lives.
Interest Expense, Net
Interest expense, net relates primarily to interest payments on our then-outstanding credit facilities and debt securities, as well as commitment fees and amortization of any original issue discount or debt issuance costs. Debt issuance costs are included as an offset to long-term debt in the accompanying consolidated balance sheets and are amortized to interest expense over the life of the applicablerelated facility using the effective interest method. For additional details, see Note 1312 - Long-Term Debt inof our financial statements for the year ended December 31, 20202023 included elsewhere in this Form 10-K.
Other Income, (Expense), Net
Other income, (expense), net, includes profitincome and losses related to various miscellaneous non-operating expenses primarily relatingexpenses. For more information, refer to pension benefit expenses, governmental pandemic assistance reimbursements relating to COVID-19, gain on previously held shares Note 22 - Other Income, Net of an equity investment, legal settlement income, insurance reimbursements, gains and losses on sale of business units, property, and equipment, and certain foreign currency related gains and losses, including from our hedging activities used to mitigate foreign exchange impacts.consolidated financial statements included in this Form 10-K.
Income Taxes
Income taxes are recorded using the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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
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or settled. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in income in the period that includes the date of enactment. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We record interest relatedFor more information, refer to unrecognized tax benefits in income tax expense. As of December 31, 2020, our U.S. federal, state, and foreign net operating loss (“NOL”) carryforwards were $1,428.9 million in the aggregate and $94.1 million of such NOL carryforwards do not expire.
The Tax Act passed in December 2017 continues to have significant effects on our financial statements primarily through Treasury regulations, whether proposed or final, which continue to be issued in relation to specific provisions of the Tax Act. In accordance with Staff Accounting Bulletin #118 issued by the SEC in December 2017 immediately following the passage of the Tax Act, we made provisional estimates for certain direct and indirect effects of the Tax Act for the year ended December 31, 2017. In the fourth quarter of 2018, we completed our accounting for the enactment-date income tax effects of the Tax Act and included any adjustments as a component of income tax expense from continuing operations. The Tax Act subjects a U.S. shareholder to current tax on GILTI earned by certain foreign subsidiaries. We have elected to account for the impact of GILTI in the period in which it is incurred. For additional details, see Note 15 - Income Taxes into our consolidated financial statements for the year ended December 31, 2020 included elsewhere in this Form 10-K.
Significant Developments
In March 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic. In the following weeks, global restrictions, including stay at home and similar orders, were implemented in a significant number of regions in which we operate. During the second and third quarters of 2020, we experienced intermittent closures of certain manufacturing facilities due to local and governmental mandates, with disruptions occurring primarily in April and May. Customer demand and revenue were consistent with our expectations during April and May with high-teens percentage declines from the prior year, however, they improved through the last half of the second quarter and continued to improve throughout the second half of 2020. We have modified our manufacturing facilities and procedures, based on recommended public health guidelines, to ensure the health and well-being of our employees. During 2020, we recognized approximately $7.4 million relating to governmental pandemic assistance programs, which are primarily related to reimbursements for additional costs incurred as a result of the outbreak of COVID-19.
We have continued to monitor our liquidity throughout 2020 and increased liquidity compared to the prior year, primarily as a result of issuing $250.0 million of Senior Secured Notes during the second quarter, adding additional collateral to increase our borrowing base and availability under the ABL Facility, and the impact of cost savings measures. We have taken measures to reduce discretionary spending including, for example, restricted travel, implemented hiring freezes for non-essential positions, delayed merit increases, and suspended all non-critical spending, such as marketing and discretionary projects. In addition, during the second quarter, we implemented actions to reduce salary costs globally, including our executive leadership team and Board of Directors elected to reduce their second quarter compensation by 25%, and implemented short-term employee furloughs throughout our Company. During the third and fourth quarters, we reversed certain salary cost cutting initiatives to those negatively impacted. Further, to maintain sufficient levels of cash and liquidity, we are deferring tax payments where permitted through COVID-19 related government subsidy programs and are actively monitoring our accounts receivable for customers with elevated credit risk. We are monitoring the situation closely and, if necessary, will relax cost saving measures or implement additional measures as appropriate.
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The scope and nature of impacts from COVID-19, most of which are beyond our control, continue to evolve, and the outcome is uncertain. The ultimate effects of the COVID-19 pandemic on us and the end markets we service, is highly uncertain and will depend on future developments. Such effects could exist for an extended period even after the pandemic ends.
Results of Operations
The tables in this section summarize key components of our results of operations for the periods indicated, both in U.S. dollars and as a percentage of our net revenues. Certain percentages presented in this section have been rounded to the nearest whole number. Accordingly, totals may not equal the sum of the line items in the tables below.
We present several financial metrics in “Core” terms, such as Core Revenue, which excludes the impact of foreign exchange, acquisitions and divestitures completed in the last twelve months. We believe Core Revenue assists management, investors, and analysts in understanding the organic performance of our operations.
Comparison of the Year Ended December 31, 20202023 to the Year Ended December 31, 20192022
Year Ended
December 31, 2020December 31, 2019
Year EndedYear Ended
December 31, 2023December 31, 2023December 31, 2022
(amounts in thousands)(amounts in thousands)% of Net 
Revenues
% of Net 
Revenues
(amounts in thousands)% of Net 
Revenues
% of Net 
Revenues
Net revenuesNet revenues$4,235,677 100.0 %$4,289,761 100.0 %Net revenues$4,304,334 100.0 100.0 %$4,543,808 100.0 100.0 %
Cost of salesCost of sales3,333,770 78.7 %3,417,222 79.7 %Cost of sales3,471,713 80.7 80.7 %3,757,888 82.7 82.7 %
Gross marginGross margin901,907 21.3 %872,539 20.3 %Gross margin832,621 19.3 19.3 %785,920 17.3 17.3 %
Selling, general and administrativeSelling, general and administrative702,715 16.6 %660,574 15.4 %Selling, general and administrative655,280 15.2 15.2 %654,077 14.4 14.4 %
Impairment and restructuring charges10,469 0.2 %21,551 0.5 %
Goodwill impairmentGoodwill impairment— — %54,885 1.2 %
Restructuring and asset related chargesRestructuring and asset related charges35,741 0.8 %17,622 0.4 %
Operating incomeOperating income188,723 4.5 %190,414 4.4 %Operating income141,600 3.3 3.3 %59,336 1.3 1.3 %
Interest expense, netInterest expense, net74,800 1.8 %71,778 1.7 %Interest expense, net72,258 1.7 1.7 %82,505 1.8 1.8 %
Other income(2,752)(0.1)%(1,409)— %
Income before taxes116,675 2.8 %120,045 2.8 %
Loss on extinguishment of debtLoss on extinguishment of debt6,487 0.2 %— — %
Other income, netOther income, net(25,719)(0.6)%(53,433)(1.2)%
Income from continuing operations before taxesIncome from continuing operations before taxes88,574 2.1 %30,264 0.7 %
Income tax expenseIncome tax expense25,089 0.6 %57,074 1.3 %Income tax expense63,339 1.5 1.5 %18,041 0.4 0.4 %
Income from continuing operations, net of taxIncome from continuing operations, net of tax25,235 0.6 %12,223 0.3 %
Gain on sale of discontinued operations, net of taxGain on sale of discontinued operations, net of tax15,699 0.4 %— — %
Income from discontinued operations, net of taxIncome from discontinued operations, net of tax21,511 0.5 %33,504 0.7 %
Net incomeNet income$91,586 2.2 %$62,971 1.5 %Net income$62,445 1.5 1.5 %$45,727 1.0 1.0 %
Consolidated Results
Net Revenues – Net revenues decreased $54.1$239.5 million, or 1.3%5.3%, to $4,235.7$4,304.3 million in the year ended December 31, 20202023 from $4,289.8$4,543.8 million in the year ended December 31, 2019.2022. The decrease was driven by a declinedecrease in core revenueCore Revenues of 2% consisting of5% and a nominal impact from foreign exchange. Core Revenues decreased 5% declinedue to a 10% decrease in volume/mix, partially offset by a 3% pricing benefit.5% benefit from price realization.
Gross Margin – Gross margin increased $29.4$46.7 million, or 3.4%5.9%, to $901.9$832.6 million in the year ended December 31, 20202023 from $872.5$785.9 million in the year ended December 31, 2019.2022. Gross margin as a percentage of net revenues was 21.3%19.3% in the year ended December 31, 20202023 and 20.3%17.3% in the year ended December 31, 2019. Gross margins increased2022. The increase in gross margin percentage was due primarily to sourcing savings and improved pricing,favorable price/cost, partially offset by unfavorable volume/mix and the effectaccelerated depreciation in North America from reviews of inflation on labor compensation.equipment capacity optimization.
SG&A Expense – SG&A expense increased $42.1$1.2 million, or 6.4%0.2%, to $702.7$655.3 million in the year ended December 31, 20202023 from $660.6$654.1 million in the year ended December 31, 2019.2022. SG&A expense as a percentage of net revenues increased to 15.2% in the year ended December 31, 2023 from 14.4% in the year ended December 31, 2022. The increase in SG&A expense was primarily due to increased legalperformance-based variable compensation expenses primarily relatingand accelerated amortization of an ERP system that we intend to litigation and environmental accruals and fees, and estimated variable compensation,not utilize upon completion of the JW Australia Transition Services Agreement period, partially offset by reductionsdecreased labor expenses driven by a reduction in spending relatingheadcount and lower bad debt expense in our North America segment due to sales, marketing and travel as a result of cost saving measures implemented in responseimproved collections.
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Goodwill Impairment and Restructuring Charges Impairment and restructuringGoodwill impairment charges decreased $11.1 million, or 51.4%, to $10.5of $54.9 million in the year ended December 31, 2020 from $21.62022 relate to goodwill impairment charges in our Europe reporting unit. For further information, refer to Note 6 - Goodwill of our consolidated financial statements included in this Form 10-K.
Restructuring and Asset Related Charges – Restructuring and asset related charges of $35.7 million in the year ended December 31, 2019. Charges incurred2023 increased 102.8% from $17.6 million in 2020the year ended December 31, 2022. The increase in restructuring charges was primarily related to severance charges for ongoing restructuring projects across all segments as well as impairment charges primarily related to capitalized costs of certain ERP modules due to delaysan increase in implementation and uncertainty of their future use. Chargescharges incurred in 2019 primarily related to plant consolidationsclose certain manufacturing facilities in our North America and Australasia segments resulting in impairments of ROU assets and property and equipment as well as severance costs across all segments and corporate.segment. For more information, refer to Note 2019 -Impairment Restructuring and RestructuringAsset Related Charges toof our consolidated financial statements included in this Form 10-K.
Interest Expense, Net – Interest expense, net, decreased $10.2 million, or 12.4%, to $72.3 million in the year ended December 31, 2023 from $82.5 million in the year ended December 31, 2022. The decrease was primarily due to higher interest income from interest rate derivatives, the redemption of our Senior Secured Notes and partial redemption of our Senior Notes, and decreased borrowings on our Revolving Credit Facilities during the year ended December 31, 2023, partially offset by an increase to the cost of borrowing on our variable rate Term Loan Facility.
Loss on Extinguishment of Debt – The $6.5 million loss on extinguishment of debt is related to the redemption of our Senior Secured Notes and partial redemption of our Senior Notes during the year ended December 31, 2023. Refer to Note 12 - Long-Term Debt of our consolidated financial statements included in this Form 10-K.
Other Income, Net – Other income, net decreased $27.7 million, or 51.9%, to $25.7 million in the year ended December 31, 2023 from $53.4 million in the year ended December 31, 2022. Other income, net in the year ended December 31, 2023 primarily consisted of recovery of the JW Australia transition services costs incurred of $8.3 million, income from the refund of deposits from antidumping duties of$7.0 million, an ERC from the U.S. government of $6.1 million, recovery of cost from interest received on impaired notes of $3.5 million, and income from short-term investments and forward contracts related to the JW Australia divestiture of $3.1 million, partially offset by pension expense of $6.5 million and a $4.3 million settlement loss associated with our U.S. defined benefit pension plan. Other income, net in the year ended December 31, 2022 primarily consisted of the recovery of cost from interest received on impaired notes of $14.0 million, legal settlement income of $10.5 million, reimbursements from governmental assistance and insurance of $8.0 million, pension income of $4.9 million, credit for overpayments of utility expenses of $2.0 million, and foreign currency gains of $1.0 million.
Income Taxes – Income tax expense was $63.3 million and $18.0 million in the years ended December 31, 2023 and December 31, 2022, respectively. The effective tax rate in the year ended December 31, 2023 was 71.5% compared to 59.6% in the year ended December 31, 2022. The effective tax rate increased primarily due to the impacts of the $32.7 million net valuation allowance recorded in the year ended December 31, 2023, partially offset by the $54.9 million non-deductible goodwill impairment charge recorded for the year ended December 31, 2022 not recorded in the year ended December 31, 2023. For more information, refer to Note 15- Income Taxes of our consolidated financial statements included in this Form 10-K.
Gain on Sale of Discontinued Operations, net of tax – The $15.7 million gain on sale of discontinued operations, net of tax is related to the July 2, 2023 sale of JW Australia. Refer to Note 2 - Discontinued Operations of our consolidated financial statements included in this Form 10-K.
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Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021
December 31, 2022December 31, 2021
(dollars in thousands)% of Net 
Revenues
% of Net 
Revenues
Net revenues$4,543,808 100.0 %$4,181,690 100.0 %
Cost of sales3,757,888 82.7 %3,358,773 80.3 %
Gross margin785,920 17.3 %822,917 19.7 %
Selling, general and administrative654,077 14.4 %604,514 14.5 %
Goodwill impairment54,885 1.2 %— — %
Restructuring and asset related charges17,622 0.4 %2,556 0.1 %
Operating income59,336 1.3 %215,847 5.2 %
Interest expense, net82,505 1.8 %76,788 1.8 %
Other income, net(53,433)(1.2)%(13,241)(0.3)%
Loss on extinguishment of debt— — %1,342 — %
Income before taxes30,264 0.7 %150,958 3.6 %
Income tax expense18,041 0.4 %19,636 0.5 %
Income from continuing operations, net of tax12,223 0.3 %131,322 3.1 %
Income from discontinued operations, net of tax33,504 0.7 %37,500 0.9 %
Net income$45,727 1.0 %$168,822 4.0 %
Consolidated Results
Net Revenues – Net revenues increased $362.1 million, or 8.7%, to $4,543.8 million in the year ended December 31, 2022 from $4,181.7 million in the year ended December 31, 2021. The increase was due to an improvement in Core Revenues of 12%, partially offset by a 4% adverse impact from foreign exchange. Core Revenues increased due to a 13% benefit from price realization and unfavorable volume/mix of 1%.
Gross Margin – Gross margin decreased $37.0 million, or 4.5%, to $785.9 million in the year ended December 31, 2022 from $822.9 million in the year ended December 31, 2021. Gross margin as a percentage of net revenues was 17.3% in the year ended December 31, 2022 and 19.7% in the year ended December 31, 2021. The decrease in gross margin percentage was due primarily to the timing differences between increased input costs and our pricing actions in our end markets.
SG&A Expense – SG&A expense increased $49.6 million, or 8.2%, to $654.1 million in the year ended December 31, 2022 from $604.5 million in the year ended December 31, 2021. SG&A expense as a percentage of net revenues decreased to 14.4% in the year ended December 31, 2022 from 14.5% in the year ended December 31, 2021. The increase in SG&A expense was primarily due to increased variable compensation expenses, self-insurance costs, and sales and marketing expenses, partially offset by decreased legal and professional fees.
Goodwill Impairment – Goodwill impairment charges of $54.9 million in the year ended December 31, 2022 relate to goodwill impairment charges for our Europe reporting unit. For further information, refer to Note 5 - Goodwill of our consolidated financial statements included in this Form 10-K.
Restructuring and Asset Related Charges – Restructuring and asset related charges increased $15.1 million, or 589.4%, to $17.6 million in the year ended December 31, 2022 from $2.6 million in the year ended December 31, 2021. The increase in restructuring charges is primarily due to strategic transformation initiatives, cost savings, and footprint rationalization activities in our North America and Europe segments as well as changes to the management structure to align with our operations. For more information, refer to Note 19- Impairment and Asset Related Charges of our consolidated financial statements included in this Form 10-K.
Interest Expense, Net – Interest expense, net, increased $3.0$5.7 million, or 4.2%7.4%, to $74.8$82.5 million in the year ended December 31, 20202022 from $71.8$76.8 million in the year ended December 31, 2019.2021. The increase was primarily due to interest on our Senior Secured Notes issued in May 2020, partially offset by reduced borrowings and interest rates under our revolving credit facilities and a loweran increase to the cost of borrowing on our Term Loan Facility.Facility and increased borrowings on the ABL Facility, partially offset by interest income from interest rate derivatives in the in the year ended December 31, 2022 and higher interest income earned on cash balances.
Other Income, Net – Other income, net increased $40.2 million, or 303.5%, to $53.4 million in the year ended December 31, 2022 from $13.2 million in the year ended December 31, 2021. Other income, net in the year ended December 31, 2022 primarily
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Other Income consisted of the recovery of cost from interest received on impaired notes of $14.0 million, legal settlement income of $10.5 million, reimbursements from governmental assistance and insurance of $8.0 million, pension income of $4.9 million, a credit for overpayments of utility expenses of $2.0 million, and foreign currency gains of $1.0 million. Other income, increased $1.3 million, or 95.3%, to $2.8 millionnet in the year ended December 31, 20202021 primarily consisted of foreign currency gains of $7.1 million and reimbursements from $1.4governmental pandemic assistance relating to COVID-19 and insurance of $3.2 million.
Loss on Extinguishment of Debt – The $1.3 million inloss on extinguishment of debt is related to an amendment of our Term Loan Facility during the year ended December 31, 2019. The other income2021. Refer to Note 12 - Long-Term Debt of our consolidated financial statements included in the year ended December 31, 2020 primarily consisted of foreign currency losses of $11.9 million and pension expense of $1.6 million, offset by $7.4 million for cash received as a result of governmental pandemic assistance reimbursements relating to COVID-19, a gain on sale of business units, property and equipment of $4.1 million, and an insurance reimbursement of $1.4 million. Other income in the year ended December 31, 2019 was primarily due to foreign currency gains of $7.4 million, a gain on the sale of business units, property and equipment of $1.5 million, and legal settlement income of $1.2 million, partially offset by pension expense of $10.7 million.this Form 10-K.
Income Taxes Income taxTax expense decreased $32.0was $18.0 million or 56.0%, to $25.1and $19.6 million in the yearyears ended December 31, 2020 from $57.1 million in the year ended2022 and December 31, 2019.2021, respectively. The effective tax rate in the year ended December 31, 20202022 was 21.5%59.6% compared to 47.5%13.0% in the year ended December 31, 2019.2021. The decrease in income tax expense in 2020 was primarily due to a tax benefit recorded in 2020 as a result of the HTE election and related planning, which resulted in a decrease in the U.S. valuation allowance, partially offset by tax expense related to a reduction in U.S. foreign tax credit carryforwards and additional state tax expense related expenses.For more information, refer to Note 15 – Income Taxes to our consolidated financial statements included in this 10-K.
Comparison of the Year Ended December 31, 2019 to the Year Ended December 31, 2018
December 31, 2019December 31, 2018
(dollars in thousands)% of Net 
Revenues
% of Net 
Revenues
Net revenues$4,289,761 100.0 %$4,346,847 100.0 %
Cost of sales3,417,222 79.7 %3,428,311 78.9 %
Gross margin872,539 20.3 %918,536 21.1 %
Selling, general and administrative660,574 15.4 %734,166 16.9 %
Impairment and restructuring charges21,551 0.5 %17,328 0.4 %
Operating income190,414 4.4 %167,042 3.8 %
Interest expense, net71,778 1.7 %70,818 1.6 %
Other income(1,409)— %(34,887)(0.8)%
Income before taxes, equity earnings and discontinued operations120,045 2.8 %131,111 3.0 %
Income tax expense (benefit)57,074 1.3 %(10,058)(0.2)%
Income from continuing operations, net of tax62,971 1.5 %141,169 3.2 %
Equity earnings of non-consolidated entities— — %738 — %
Net income$62,971 1.5 %$141,907 3.3 %
Consolidated Results
Net Revenues – Net revenues decreased $57.1 million, or 1.3%, to $4,289.8 million in the year ended December 31, 2019 from $4,346.8 million in the year ended December 31, 2018. The decrease was due to unfavorable foreign exchange impact of 3% and a decline in core revenue of 2%, partially offset by a 4% contribution from acquisitions. Core revenue decline consisted of a 4% decrease in volume/mix, offset by a 2% increase in price.
Gross Margin – Gross margin decreased $46.0 million, or 5.0%, to $872.5 million in the year ended December 31, 2019 from $918.5 million in the year ended December 31, 2018. Gross margin as a percentage of net revenues was 20.3% in the year ended December 31, 2019 and 21.1% in the year ended December 31, 2018. The decrease in gross margin percentage was due to increased costs related to manufacturing inefficiencies in North America and unfavorable volume/mix within North America and Australasia, partially offset by favorable pricing.
SG&A Expense—SG&A expense decreased $73.6 million, or 10.0%, to $660.6 million in the year ended December 31, 2019 from $734.2 million in the year ended December 31, 2018. SG&A expense as a percentage of net revenues was 15.4% for the year ended December 31, 2019 and 16.9% for the year ended December 31, 2018. The decrease in SG&A expense was primarily due to a decrease of litigation contingency accruals of $76.5 million and reduction of acquisition and integration costs.
Impairment and Restructuring Charges—Impairment and restructuring charges increased $4.2 million, or 24.4%, to $21.6 million in the year ended December 31, 2019 from $17.3 million in the year ended December 31, 2018. Charges incurred in 2019 primarily related to plant consolidations in our North America and Australasia segments resulting in impairments of ROU assets and
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property and equipment as well as severance costs across all segments and corporate. The 2018 charges consisted primarily of personnel restructuring costs in our North America, Europe and Australasia segments as well as plant consolidations in our North America and Australasia segments. For more information, refer to Note 20 - Impairment and Restructuring Charges to our consolidated financial statements included in this 10-K.
Interest Expense, Net—Interest expense, net, increased $1.0 million, or 1.4%, to $71.8 million in the year ended December 31, 2019 from $70.8 million in the year ended December 31, 2018. The increase was primarily due to increased borrowings during 2019.
Other Income – Other income decreased $33.5 million, to income of $1.4 million in the year ended December 31, 2019 from $34.9 million in the year ended December 31, 2018. Other income in the year ended December 31, 2019 was primarily due to foreign currency gains of $7.4 million, a gain on the sale of business units, property and equipment of $1.5 million, and legal settlement income of $1.2 million, partially offset by pension expense of $10.7 million. Other income in the year ended December 31, 2018 was primarily due to a fair value adjustment of $20.8 million associated with our acquisition of the remaining shares outstanding of an equity investment, foreign currency gains of $11.3 million, and legal settlement income of $7.5 million, partially offset by pension expense of $7.0 million.
Income Taxes – Income tax expense in the year ended December 31, 2019 was $57.1 million, compared to a benefit of $10.1 million in the year ended December 31, 2018. The effective tax rate in the year ended December 31, 2019 was an expense of 47.5% compared to (7.7)% in the year ended December 31, 2018. The increase in income tax expense in 20192022 was primarily driven by increases in valuation allowances as compareddue to the benefit for changes in the provisional estimates recorded under the Tax Act and our acquisitionnon-deductible goodwill impairment charge of ABS in 2018.$54.9 million. For more information, refer to Note 15 - Income Taxestoof our consolidated financial statements included in this Form 10-K.
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Segment Results
We report our segment information in the same way management internally organizes the business in assessing performance and making decisions regarding allocation of resources in accordance with ASC 280-10-280-10 - Segment Reporting. We define Adjusted EBITDA from continuing operations as income (loss) from continuing operations, net of tax, adjusted for the following items: income tax expense (benefit); depreciation and amortization; interest expense, net; and certain special items consisting of non-recurring net legal and professional expenses and settlements; goodwill impairment; restructuring and asset related charges; other facility closure, consolidation, and related costs and adjustments; M&A related costs; net (gain) loss on sale of property and equipment; loss on extinguishment of debt; share-based compensation expense; pension settlement charges; non-cash foreign exchange transaction/translation (income) loss; and other special items. This non-GAAP financial measure should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP.
We have determined that we have threetwo reportable segments in our continuing operations, organized and managed principally by geographic region. Our reportable segments areregion: North America Europe, and Australasia.Europe. We report all other business activities in Corporate and unallocated costs. We define
Reconciliations of net income to Adjusted EBITDA from continuing operations for our segments’ operations are as follows:
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Year Ended December 31, 2023
(amounts in thousands)North AmericaEuropeTotal Operating SegmentsCorporate and Unallocated CostsTotal Consolidated
Income (loss) from continuing operations, net of tax$175,980 $(3,335)$172,645 $(147,410)$25,235 
Income tax expense (benefit)(1)
79,210 44,095 123,305 (59,966)63,339 
Depreciation and amortization(2)
79,900 30,185 110,085 24,911 134,996 
Interest expense, net4,713 3,224 7,937 64,321 72,258 
Special items:(3)
Net legal and professional expenses and settlements946 3,726 4,672 23,512 28,184 
Restructuring and asset-related charges29,207 5,738 34,945 796 35,741 
Other facility closure, consolidation, and related costs and adjustments(5)2,242 2,237 — 2,237 
M&A related costs759 — 759 5,816 6,575 
Net loss (gain) on sale of property and equipment1,223 (5,101)(3,878)(6,645)(10,523)
Loss on extinguishment of debt— — — 6,487 6,487 
Share-based compensation expense5,121 1,890 7,011 10,466 17,477 
Pension settlement charge4,349 — 4,349 — 4,349 
Non-cash foreign exchange transaction/translation (income) loss(261)1,628 1,367 (772)595 
Other special items1,047 (2,837)(1,790)(4,721)(6,511)
Adjusted EBITDA from continuing operations$382,189 $81,455 $463,644 $(83,205)$380,439 
(1)Income tax expense in our Europe segment includes an increase in valuation allowance against net income (loss), adjustedoperating loss carryforwards of $30.0 million. Refer toNote 15 - Income Taxes of our consolidated financial statements for the following items: loss from discontinued operations, net of tax; equity earnings of non-consolidated entities; income tax (benefit) expense;further information.
(2)North America depreciation and amortization; interestamortization expense net; impairmentincludes accelerated depreciation of $9.1 million from reviews of equipment capacity optimization. Corporate and restructuring charges; gain on previously held sharesunallocated depreciation and amortization expense includes software accelerated amortization of equity investment; (gain) loss on sale$14.1 million for an ERP system that we intend to not utilize upon completion of property and equipment; share-based compensation expense; non-cash foreign exchange transaction/translation (income) loss; other non-cash items; other items; and costs relatedthe JW Australia Transition Services Agreement period.
(3)For the definitions of the Special items listed above, refer to debt restructuring and debt refinancing. For additional information on segment Adjusted EBITDA, see Note 1614 - Segment Informationto of our consolidated financial statements included in this Form 10-K.


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Year Ended December 31, 2022
(amounts in thousands)North AmericaEuropeTotal Operating SegmentsCorporate and Unallocated CostsTotal Consolidated
Income (loss) from continuing operations, net of tax$260,590 $(50,796)$209,794 $(197,571)$12,223 
Income tax expense(1)
6,963 3,307 10,270 7,771 18,041 
Depreciation and amortization69,427 31,139 100,566 12,566 113,132 
Interest expense, net4,011 6,193 10,204 72,301 82,505 
Special items:(2)
Net legal and professional expenses and settlements12 1,674 1,686 (1,973)(287)
Goodwill impairment— 54,885 54,885 — 54,885 
Restructuring and asset-related charges7,338 6,042 13,380 4,242 17,622 
Other facility closure, consolidation, and related costs and adjustments2,587 16,304 18,891 — 18,891 
M&A related costs736 — 736 9,016 9,752 
Net (gain) loss on sale of property and equipment(8,397)354 (8,043)(8,036)
Share-based compensation expense4,870 2,729 7,599 6,978 14,577 
Non-cash foreign exchange transaction/translation loss148 876 1,024 11,413 12,437 
Other special items4,600 1,618 6,218 (3,113)3,105 
Adjusted EBITDA from continuing operations$352,885 $74,325 $427,210 $(78,363)$348,847 
(1)Income tax expense in Corporate and unallocated costs includes the tax impact of U.S. Operations.
(2)For the definitions of the Special items listed above, refer to Note 14 - Segment Information of our financial statements included in this Form 10-K.

Year Ended December 31, 2021
(amounts in thousands)North AmericaEuropeTotal Operating SegmentsCorporate and Unallocated CostsTotal Consolidated
Income (loss) from continuing operations, net of tax$255,975 $66,596 $322,571 $(191,249)$131,322 
Income tax expense (benefit)(1)
5,704 16,980 22,684 (3,048)19,636 
Depreciation and amortization72,095 32,855 104,950 11,405 116,355 
Interest expense, net6,080 9,282 15,362 61,426 76,788 
Special items:(2)
Net legal and professional expenses and settlements1,450 563 2,013 13,585 15,598 
Restructuring and asset-related charges, net1,200 1,453 2,653 (97)2,556 
Other facility closure, consolidation, and related costs and adjustments— 2,326 2,326 — 2,326 
M&A related costs664 375 1,039 4,167 5,206 
Net loss (gain) on sale of property and equipment1,589 584 2,173 (87)2,086 
Loss on extinguishment of debt— 1,342 1,342 
Share-based compensation expense5,472 2,096 7,568 12,420 19,988 
Non-cash foreign exchange transaction/translation gain(51)(10,108)(10,159)(262)(10,421)
Other special items2,703 4,290 6,993 2,999 9,992 
Adjusted EBITDA from continuing operations$352,881 $127,292 $480,173 $(87,399)$392,774 
(1)Income tax benefit in Corporate and unallocated costs includes the tax impact of U.S. Operations.
(2)For the definitions of the Special items listed above, refer to Note 14 - Segment Information of our financial statements included in this Form 10-K.
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Comparison of the Year Ended December 31, 20202023 to the Year Ended December 31, 20192022
Year Ended  Year Ended 
(amounts in thousands)(amounts in thousands)December 31, 2020December 31, 2019 (amounts in thousands)December 31, 2023December 31, 2022 
Net revenues from external customersNet revenues from external customers% VarianceNet revenues from external customers% Variance
North AmericaNorth America$2,528,993 $2,534,336 (0.2)%North America$3,123,056 $$3,259,353 (4.2)(4.2)%
EuropeEurope1,187,777 1,178,441 0.8  %Europe1,181,278 1,284,455 1,284,455 (8.0)(8.0) %
Australasia518,907 576,984 (10.1) %
Total Consolidated
Total Consolidated
Total ConsolidatedTotal Consolidated$4,235,677 $4,289,761 (1.3) %$4,304,334 $$4,543,808 (5.3)(5.3) %
Percentage of total consolidated net revenuesPercentage of total consolidated net revenues
North AmericaNorth America59.7 %59.1 %
Europe28.0 %27.5 %
Australasia12.3 %13.4 %
Total Consolidated100.0 %100.0 %
Adjusted EBITDA(1)
North America
North AmericaNorth America$315,952 $267,335 18.2  %
EuropeEurope136,363 116,193 17.4  %
Australasia62,449 74,484 (16.2) %
Europe
Europe
Total Consolidated
Total Consolidated
Total Consolidated
Adjusted EBITDA from continuing operations (1)
Adjusted EBITDA from continuing operations (1)
Adjusted EBITDA from continuing operations (1)
North America
North America
North America$382,189 $352,885 8.3  %
EuropeEurope81,455 74,325 9.6  %
Corporate and unallocated costs
Corporate and unallocated costs
Corporate and unallocated costsCorporate and unallocated costs(68,350)(42,974)59.0  %(83,205)(78,363)(78,363)6.2 6.2  %
Total ConsolidatedTotal Consolidated$446,414 $415,038 7.6  %Total Consolidated$380,439 $$348,847 9.1 9.1  %
Adjusted EBITDA as a percentage of segment net revenues
Adjusted EBITDA from continuing operations as a percentage of segment net revenues
North America
North America
North AmericaNorth America12.5 %10.5 %
EuropeEurope11.5 %9.9 %
Australasia12.0 %12.9 %
Europe
Europe
Total ConsolidatedTotal Consolidated10.5 %9.7 %
Total Consolidated
Total Consolidated
(1)Adjusted EBITDA from continuing operations is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted EBITDA from continuing operations, see Note 1614 - Segment Information of our financial statements included in our consolidated financial statements.this Form 10-K.
North America
Net revenues in North America decreased $5.3$136.3 million, or 0.2%4.2%, to $2,529.0$3,123.1 million in the year ended December 31, 20202023 from $2,534.3$3,259.4 million in the year ended December 31, 2019.2022. The decrease was primarily due to a reduction in core revenues of 1%, consisting of a decrease in Core Revenues of 4.0%. Core Revenues decreased due to an 8% unfavorable volume/mix of 6%,driven by weakened market demand, partially offset by a pricing4% benefit of 5%, and a 1% increase attributable to the contribution from the acquisition of VPI.price realization.
Adjusted EBITDA from continuing operations in North America increased $48.6$29.3 million to $382.2 million, or 18.2%8.3%, to $316.0in the year ended December 31, 2023 from $352.9 million in the year ended December 31, 2020 from $267.32022. The increase was primarily due to favorable price/cost and positive productivity, partially offset by unfavorable volume/mix and higher SG&A. The increase in SG&A was primarily driven by increased performance-based variable compensation and the impact of inflation on labor expenses, partially offset by a reduction in bad debt expense due to improved collections. Additionally, a decrease in other income, net, was primarily driven by net pension expense in the current period compared to gains in the same period last year, partially offset by income recognized for a refund of deposits for antidumping duties and an ERC during the year ended December 31, 2023.
Europe
Net revenues in Europe decreased $103.2 million, or 8.0%, to $1,181.3 million in the year ended December 31, 2019.2023 from $1,284.5 million in the year ended December 31, 2022. The decrease was primarily due to a decrease in Core Revenues of 9%. Core Revenues decreased due to unfavorable volume/mix of 15% primarily due to market softness across the region, partially offset by a 7% benefit from price realization.
Adjusted EBITDA from continuing operations in Europe increased $7.1 million, or 9.6%, to $81.5 million in the year ended December 31, 2023 from $74.3 million in the year ended December 31, 2022. The increase was primarily due to favorable pricing, lower material costs, reduced marketingproductivity and travel expenses, and contributions from our VPI acquisition,positive price/cost, partially offset by unfavorable revenue mixvolume/mix.
Corporate and unallocated costs
Corporate and unallocated costs increased by $4.8 million, or 6.2%, to $83.2 million in the effectyear ended December 31, 2023, from $78.4 million in the year ended December 31, 2022. The increase in cost is primarily due to losses on foreign exchange transactions in the current period compared to gains in the same period last year, and a reduction in the recovery of inflationcost from interest received on impaired notes, partially offset by lower labor compensation.costs due to reduced headcount.
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Europe
Net revenues in Europe increased $9.3 million, or 0.8%, to $1,187.8 million in the year ended December 31, 2020 from $1,178.4 million in the year ended December 31, 2019. The increase was primarily due to a favorable foreign exchange impacts of 2%, partially offset by a decrease in core revenue of 1%, consisting of a decrease in volume/mix of 2%, offset by a pricing benefit of 1%.
Adjusted EBITDA in Europe increased $20.2 million, or 17.4%, to $136.4 million in the year ended December 31, 2020 from $116.2 million in the year ended December 31, 2019. The increase was primarily due to labor and material cost savings and favorable pricing, partially offset by unfavorable revenue mix and the effect of inflation on labor compensation.
Australasia
Net revenues in Australasia decreased $58.1 million, or 10.1%, to $518.9 million in the year ended December 31, 2020 from $577.0 million in the year ended December 31, 2019. The decrease was primarily due to a reduction in core revenues of 9%, consisting of a decrease in volume/mix of 8% and reduced pricing of 1%, as well as adverse foreign exchange impacts of 1%.
Adjusted EBITDA in Australasia decreased $12.0 million, or 16.2%, to $62.4 million in the year ended December 31, 2020 from $74.5 million in the year ended December 31, 2019. The decrease was primarily due to lower volumes from market headwinds and adverse pricing, partially offset by labor cost savings and reductions in spending relating to sales, marketing, travel, and salaries as a result of cost saving measures implemented in response to COVID-19.
Corporate and unallocated costs
Corporate and unallocated costs increased in the year ended December 31, 2020 compared to the year ended December 31, 2019 primarily due to increased variable compensation and the impact of foreign exchange hedges, resulting in a decrease to Adjusted EBITDA of $25.4 million, or 59.0%.
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Comparison of the Year Ended December 31, 20192022 to the Year Ended December 31, 20182021
Year Ended  Year Ended 
(dollars in thousands)(dollars in thousands)December 31, 2019December 31, 2018
Net revenues from external customersNet revenues from external customers% Variance
Net revenues from external customers
Net revenues from external customers% Variance
North AmericaNorth America$2,534,336 $2,461,633 3.0 %North America$3,259,353 $$2,829,240 15.2 15.2 %
EuropeEurope1,178,441 1,215,299 (3.0)%Europe1,284,455 1,352,450 1,352,450 (5.0)(5.0)%
Australasia576,984 669,915 (13.9)%
Total ConsolidatedTotal Consolidated$4,289,761 $4,346,847 (1.3)%Total Consolidated$4,543,808 $$4,181,690 8.7 8.7 %
Percentage of total consolidated net revenuesPercentage of total consolidated net revenues
North AmericaNorth America59.1 %56.6 %
Europe27.5 %28.0 %
Australasia13.4 %15.4 %
Total Consolidated100.0 %100.0 %
Adjusted EBITDA(1)
North America
North AmericaNorth America$267,335 $279,526 (4.4)%
EuropeEurope116,193 122,810 (5.4)%
Australasia74,484 90,885 (18.0)%
Europe
Europe
Total Consolidated
Total Consolidated
Total Consolidated
Adjusted EBITDA from continuing operations (1)
Adjusted EBITDA from continuing operations (1)
Adjusted EBITDA from continuing operations (1)
North America
North America
North America$352,885 $352,881 —  %
EuropeEurope74,325 127,292 (41.6) %
Corporate and Unallocated costsCorporate and Unallocated costs(42,974)(34,003)26.4 %Corporate and Unallocated costs(78,363)(87,399)(87,399)(10.3)(10.3) %
Total ConsolidatedTotal Consolidated$415,038 $459,218 (9.6)%Total Consolidated$348,847 $$392,774 (11.2)(11.2) %
Adjusted EBITDA as a percentage of segment net revenues
Adjusted EBITDA from continuing operations as a percentage of segment net revenues
North America
North America
North AmericaNorth America10.5 %11.4 %
EuropeEurope9.9 %10.1 %
Australasia12.9 %13.6 %
Europe
Europe
Total ConsolidatedTotal Consolidated9.7 %10.6 %
Total Consolidated
Total Consolidated
(1)Adjusted EBITDA from continuing operations is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted EBITDA from continuing operations, see Note 1614 - Segment Informationto our financial statements included in our consolidated financial statements.this Form 10-K.
North America
Net revenues in North America increased $72.7$430.1 million, or 3.0%15.2%, to $2,534.3$3,259.4 million in the year ended December 31, 20192022 from $2,461.6$2,829.2 million in the year ended December 31, 2018.2021. The increase was primarily due to an increase in Core Revenues of 15%. Core Revenues increased due to a 5% increase attributable14% benefit from price realization mostly related to the acquisitions of ABSsignificant cost inflation, and VPI, partially offset by a 2% decrease in core revenues. Core revenue decline included a 5% decrease inpositive volume/mix offset by a 3% increase in price.of 1%.
Adjusted EBITDA in North America decreased $12.2 million, or 4.4%, to $267.3remained relatively consistent at $352.9 million in the year ended December 31, 20192022 from $279.5$352.9 million in the year ended December 31, 2018.2021. While Adjusted EBITDA increased slightly primarily driven by improved volume/mix and productivity, the increase was offset by higher SG&A expenses.
Europe
Net revenues in Europe decreased $68.0 million, or 5.0%, to $1,284.5 million in the year ended December 31, 2022 from $1,352.5 million in the year ended December 31, 2021. The decrease was primarily due to a 12% adverse impact from foreign exchange, partially offset by an increase in Core Revenues of 7%. Core Revenues increased due to a 11% benefit from price realization mostly related to significant cost inflation, partially offset by lower volume/mix of 4%.
Adjusted EBITDA in Europe decreased $53.0 million, or 41.6%, to $74.3 million in the year ended December 31, 2022 from $127.3 million in the year ended December 31, 2021. The decrease was primarily due to lower core volumes, the non-recurrence of proceeds of a 2018 legal settlement of $7.5 million,volume/mix, higher SG&A expenses, and increased costs related to operating inefficiencies,negative price/cost, partially offset by favorable pricingimproved productivity.
Corporate and the contributions from our ABSunallocated costs
Corporate and VPI acquisitions.
Europe
Net revenues in Europeunallocated costs decreased $36.9 million, or 3.0%, to $1,178.4 million in the year ended December 31, 2019 from $1,215.32022 by $9.0 million, inor 10.3%, compared to the year ended December 31, 2018. The decrease was primarily due to an unfavorable foreign exchange impact of 6%, partially offset by a 2% increase attributable to the acquisition of Domoferm and core revenue growth of 1%, which included a 2% increase in price offset by a decrease in volume/mix.
Adjusted EBITDA in Europe decreased $6.6 million, or 5.4%, to $116.2 million in the year ended December 31, 2019 from $122.8 million in the year ended December 31, 2018. The decrease was2021 primarily due to the impactrecovery of unfavorablecost from interest received on impaired notes, a gain on foreign exchange unfavorable revenue mix,transactions, reduced legal and higher SG&A costs,professional fees, and insurance recoveries, partially offset by improved productivityincreased variable compensation and favorable pricing.self-insurance costs in the current periods.
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Australasia
Net revenues in Australasia decreased $92.9 million, or 13.9%, to $577.0 million in the year ended December 31, 2019 from $669.9 million in the year ended December 31, 2018. The decrease was due primarily to a decrease in core revenues of 10% and unfavorable foreign exchange rates of 6%, partially offset by a 2% increase attributable to the acquisition of A&L.
Adjusted EBITDA in Australasia decreased $16.4 million, or 18.0%, to $74.5 million in the year ended December 31, 2019 from $90.9 million in the year ended December 31, 2018. The decrease was primarily due to lower volumes from market headwinds and unfavorable mix, partially offset by improved productivity and reduced SG&A.
Liquidity and Capital Resources
Overview
We have historically funded our operations through a combination of cash from operations, draws on our revolving credit facilities, factoring agreements, and the issuance of non-revolving debt such as our Term Loan Facility and our Senior Notes, and Senior Secured Notes. We place a strong emphasis on cash flow generation, which includes an operating discipline focused on working capital management. Working capital which we define as accounts receivable plus inventory less accounts payable, fluctuates throughout the year and is affectedimpacted by inflation, the seasonality of sales of our products,sales, customer payment patterns, supply availability, and the translation of the balance sheets of our foreign operations into the U.S. dollar. Typically, working capital increases at the end of the first quarter and beginning of the second quarter in conjunction with, and in preparation for, the peak season for home construction and remodeling in our North America and Europe segments, which represent the substantial majority of our revenues, and decreases starting in the fourth quarter as inventory levels and accounts receivable decline. Inventories fluctuate for raw materials withthat have long delivery lead times, such as steel, as we work through prior shipments and take delivery of new orders.
As of December 31, 2020,2023, we had total liquidity (a non-GAAP measure) of $750.6 million, consisting of $288.3 million in unrestricted cash, $462.3 million available for borrowing under the ABL Facility, compared to total liquidity of $575.2 million as of December 31, 2022 (on a continuing operations basis and excluding JW Australia). The increase in total liquidity was primarily due to both higher cash balances and lower borrowings on our ABL Facility at December 31, 2023 compared to December 31, 2022.
As of December 31, 2023, our cash balances, including $0.8 million of restricted cash, consisted of $383.0$72.9 million in the U.S. and $353.6$216.3 million in non-U.S. subsidiaries. In May 2020, we issued $250.0The company repatriated $21.8 million in Senior Secured Notes,and $132.8 million from non-U.S. subsidiaries during the proceeds of which were usedyear ended December 31, 2023 and December 31, 2022, respectively. The Company utilized cash repatriated from non-U.S. subsidiaries to repay a portion of the outstanding balance under our ABL Facility withduring the remainder to be used for general corporate purposes. In addition, we increased the borrowing base and availability under our ABL Facility by $40.1 million with the accounts receivable and inventory of certain recently acquired U.S. businesses and amended our Australia Senior Credit Facility to add AUD 30.0 million of additional revolving loan capacity. Although there is uncertainty surrounding the anticipated impact of the COVID-19 pandemic on our operating results and liquidity, basedyear ended December 31, 2022. Based on our current and forecasted level of operations theand seasonality of our business, and anticipated growth, we believe that cash provided by operations and other sources of liquidity, including cash, cash equivalents, and borrowingsavailability under our revolving credit facilities, will provide adequate liquidity for ongoing operations, planned capital expenditures and other investments, and debt service requirements for at least the next twelve months.
As of December 31, 2020, we had total liquidity (a non-GAAP measure) of $1,121.5 million, consisting of $735.8 million in unrestricted cash, $346.0 million available for borrowing under the ABL Facility, and AUD 51.6 million ($39.7 million) available for borrowing under the Australia Senior Secured Credit Facility, compared to total liquidity of $554.5 million as of December 31, 2019. The increase in total liquidity was primarily due to the May 2020 Senior Secured Notes issuance, increasing the borrowing base and availability under our ABL Facility, additional capacity under our Australia Senior Credit Facility, and cash provided by operations.
    We may, from time to time, refinance, reprice, extend, retire, or otherwise modify our outstanding debt to lower our interest payments, reduce our debt, or otherwise improve our financial position. These actions may include repricing amendments, extensions, and/or opportunistic refinancing of debt. The amount of debt that may be refinanced, repriced, extended, retired, or otherwise modified, if any, will depend on market conditions, trading levels of our debt, our cash position, compliance with debt covenants, and other considerations. Our affiliates
We may, also purchase our debt from time to time, seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will be on such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other transactions. In such cases, our debtfactors. The amounts involved may not be retired, in which case we would continue to pay interest in accordance with the terms of the debt, and we would continue to reflect the debt as outstanding in our consolidated balance sheets.material.
Based on hypothetical variable rate debt that would have resulted from drawing each revolving credit facility up to the full commitment amount, a 1.0%100 basis point decrease in interest rates would have reduced our interest expense by $2.4$10.8 million forin the year ended December 31, 2020.2023. A 1.0%100 basis point increase in interest rates would have increased our interest expense by $7.4$10.8 million forin the same period. TheIn certain instances, the impact of thesea hypothetical changesdecrease would have been partially mitigated by interest rate caps and the floors that apply to certain of our debt agreements.
Borrowings and RefinancingsContractual Obligations
In addition to our discussion and analysis surrounding our liquidity and capital resources, we have significant contractual obligations and commitments as of December 31, 2023 relating to the fourth quarterfollowing:
Long-term debt and interest obligations – As of 2020,December 31, 2023 our outstanding debt balance was $1,232.8 million. See Note 12- Long-Term Debt of our consolidated financial statements for additional details regarding the timing of expected future principal payments. Interest on long-term debt is calculated based on debt outstanding and interest rates in effect on December 31, 2023, taking into account scheduled maturities and amortization payments. As of December 31, 2023, we beganestimate interest payments of $72.9 million due in 2024 and $179.6 million due in 2025 and thereafter.
Finance and operating lease obligations – As of December 31, 2023, our remaining contractual commitments for finance and operating leases was $192.7 million. See Note 8 - Leases of our consolidated financial statements for additional details regarding the timing of expected future payments.
Purchase obligations – As of December 31, 2023, we have purchase obligations of $26.7 million due in 2024 and $28.1 million due in 2025 and thereafter. These purchase obligations are primarily relating to includesoftware hosting services and equipment purchase agreements. Purchase obligations are defined as purchase agreements that are enforceable and legally binding and that specify all significant terms, including quantity, price, and the accounts receivable and inventory balancesapproximate timing of certain recently acquired U.S. businesses in determining our availability, which expanded our borrowing base on our U.S. ABL Facility.
In May 2020, we issued $250.0 million of Senior Secured Notes, the proceeds of which were used to repay the outstanding balance under our ABL Facility with the remainder to be used for general corporate purposes. In addition, we amended our Australia Senior Credit Facility to add AUD 30.0 million of additional revolving loan capacity.transaction.
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Borrowings and Refinancings
In December 2019,July 2021, we amendedrefinanced our existing Term Loan Facility and ABL Facility by issuing replacement loans that aggregated to $550.0 million in principal amount under the Term Loan Facility and added $100.0 million in potential additional revolving loan capacity to our ABL facility to reflect current banking regulatory requirements, which did not have a financial impact.Facility.
In September 2019,June 2023, we amended the Term Loan Facility to provide for an incremental aggregate principal amount of $125.0 millionreplace LIBOR with a Term SOFR based rate as the successor benchmark rate and used the proceeds to repay $115.0made certain other technical amendments and related conforming changes. All other material terms and conditions were unchanged.
On August 3, 2023, we redeemed all $250.0 million of outstanding borrowings underour 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 ABL Facility.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.
In June 2019, we reallocated AUD 5.0 million from the term loan commitment to the interchangeable commitment of the Australia Senior Secured Credit Facility.
In December 2018,January 2024, we amended the ABL Facility, providing for a $100.0 million increase in the U.S. revolving credit commitments.
In February 2018, we amended the Australia Senior Secured CreditTerm Loan Facility to include an additional AUD 55.0 million floating ratelower the applicable margin for replacement term loan facility.loans, remove certain provisions no longer relevant to the parties, and make certain other technical amendments related to related conforming changes. Pursuant to the amendment, replacement term loans bear interest at SOFR plus a margin of 1.75% to 2.00% depending on JWI’s corporate credit ratings, compared to a margin of 2.00% to 2.25% under the previous amendment. All other material terms and conditions of the Term Loan Agreement were unchanged.
As of December 31, 2020,2023, we were in compliance with the terms of all of our Credit Facilities and the indentures governing the Senior Notes and Senior Secured Notes.
Our results have been and will continue to be impacted by substantial changes in our net interest expense throughout the periods presented and into the future. See Note 1312 - Long-Term Debt inof our consolidated financial statements for additional details.
Cash Flows(1)
The following table summarizes the changes to our cash flows for the periods presented:
Year Ended
Year EndedYear Ended
(amounts in thousands)(amounts in thousands)December 31, 2020December 31, 2019December 31, 2018(amounts in thousands)December 31, 2023December 31, 2022December 31, 2021
Cash provided by (used in):Cash provided by (used in):
Operating activities
Operating activities
Operating activitiesOperating activities$355,655 $302,709 $219,653 
Investing activitiesInvesting activities(82,003)(184,948)(284,141)
Financing activitiesFinancing activities207,909 (6,411)(67,475)
Effect of changes in exchange rates on cash and cash equivalentsEffect of changes in exchange rates on cash and cash equivalents25,157 903 (6,648)
Net change in cash and cash equivalentsNet change in cash and cash equivalents$506,718 $112,253 $(138,611)
(1)Cash flow information is inclusive of cash flows from JW Australia as discontinued operations through the divestiture date of July 2, 2023.
Cash Flow from Operations
Net cash provided by operating activities increased $52.9$314.9 million to $355.7a $345.2 million source of cash in the year ended December 31, 2020 from $302.72023 compared to a $30.3 million source of cash in the year ended December 31, 2019.2022. The increase in cash provided by operating activities was primarily due to a $342.5 million improvement in net cash provided by our working capital accounts. Cash flow provided by Inventory was $193.1 million favorable compared to the year ended December 31, 2022, primarily driven by demand planning that drove lower inventory days on hand, which mitigated inflation on raw materials. Cash flow provided by Accounts receivable, net of $90.6 million was favorable in the year ended December 31, 2023 compared to increasesthe year ended December 31, 2022, which was primarily due to decreased sales, partially offset by slightly deteriorated days sales outstanding. Cash flow provided by Accounts payable was $58.8 million favorable compared to the year ended December 31, 2022, which was primarily due to lower raw material inflation on purchases in accruals for the deferral of payroll taxes, including $20.9 millioncurrent year as a result of the CARES Act, which will be paid equally over the subsequent two years, legal and environmental matters, and estimated variable compensation.compared to prior year, partially offset by demand planning that drove moderated purchasing.
Net cash provided by operating activities increased $83.1decreased $145.3 million to $302.7a $30.3 million source of cash in the year ended December 31, 2019 from $219.72022 compared to a $175.7 million source of cash in the year ended December 31, 2018.2021. The increasedecrease in cash provided by operating activities was primarily due primarily to improvement inincreased working capital as a resultand decreased earnings in the year ended December 31, 2022, partially offset by non-recurrence of optimization of vendor payment terms, lower inventory balances duelegal settlements paid in 2021.
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Cash Flow from Investing Activities
Net cash used inprovided by (used in) investing activities decreased $102.9improved to a $279.2 million to $82.0 millionsource of cash in the year ended December 31, 2020 from $184.92023 compared to a $67.0 million use of cash in the year ended December 31, 20192022, primarily duedriven by $365.6 million in net proceeds (payments) related to the sale of JW Australia, partially offset by an increase in capital expenditures of $18.7 million and a decrease in cash received from the cash used for acquisitions and a reduction in capital expenditures.recovery of cost from interest received on impaired notes of $10.4 million.
Net cash used in investing activities decreased $99.2$25.3 million to $184.9a $67.0 million use of cash in the year ended December 31, 2019 from $284.12022 compared to a $92.4 million use of cash in the year ended December 31, 2018. The decrease was2021 primarily due to a decreasecash received from the recovery of cost from interest received on impaired notes of $14.0 million, an increase in cash used for acquisitions.received from the sale of property and equipment, and a reduction in capital expenditures.
Cash Flow from Financing Activities
Net cash provided byused in financing activities was $207.9increased $443.1 million to $563.2 million in the year ended December 31, 20202023 compared to $120.0 million in the year ended December 31, 2022, primarily due to net debt payments and consisted primarilypayments of increaseddebt extinguishment costs of $561.3 million in the year ended December 31, 2023 compared to net debt borrowings of $210.9$12.7 million in the year ended December 31, 2022, partially offset by the non-recurrence of repurchases of our Common Stock of $5.0 million.$132.0 million in the year ended December 31, 2022.
Net cash used in financing activities was $6.4decreased $281.2 million to $120.0 million in the year ended December 31, 2019 and consisted primarily of repurchases of our Common Stock of $20.02022 compared to $401.2 million partially offset by increased borrowings of $13.1 million.
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Net cash used in financing activities in the year ended December 31, 2018 was $67.52021, primarily due to a decrease of $191.7 million and was comprised primarily ofin repurchases of our Common Stock and net debt borrowings of $125.0$12.7 million in the year ended December 31, 2022, compared to net debt payments and payments to tax authorities of $9.5debt extinguishment cost of $86.1 million partially offset by increased borrowings of $70.5 million.in the year ended December 31, 2021.
Holding Company Status
We are a holding company that conducts all of our operations through subsidiaries.subsidiaries, and we rely on dividends or advances from our subsidiaries to fund the holding company. The majority of our operating income is derived from JWI, our main operating subsidiary. Consequently, we rely on dividends or advances from our subsidiaries. The ability of our subsidiaries to pay dividends to us is subject to applicable local law and may be limited due to the terms of other contractual arrangements, including our Credit Facilities Senior Notes, and Senior Secured Notes.
The Australia Senior Secured Credit Facility also contains restrictions on dividends that limit the amount of cash that the obligors under these facilities can distribute to JWI. Obligors under the Australia Senior Secured Credit Facility may pay dividends only to the extent they do not exceed 80% of after tax net profits (with a one-year carryforward of unused amounts) and only while no default is continuing under such agreement. For further information regarding the Australia Senior Secured Credit Facility, see Note 13 - Long-Term Debt in our consolidated financial statements.
The amount of our consolidated net assets that were available to be distributed under our credit facilitiesCredit Facilities as of December 31, 20202023 was $674.1$889.6 million.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.
Contractual Obligations
The following table summarizes our significant contractual obligations at December 31, 2020:
Payments Due By Period
TotalLess Than
1 Year
1-3 Years3-5 YearsMore Than
5 Years
(dollars in thousands)
Contractual Obligations(1)
Long-term debt obligations$1,775,525 $64,961 $77,460 $1,204,669 $428,435 
Finance lease obligations6,236 1,950 2,945 1,274 67 
Operating lease obligations258,419 53,958 86,532 55,073 62,856 
Purchase obligations(2)
31,538 9,885 20,291 1,362 — 
Interest on long-term debt obligations(3)
359,479 69,401 136,405 112,421 41,252 
Totals:$2,431,197 $200,155 $323,633 $1,374,799 $532,610 
____________________________
(1)Not included in the table above are our unfunded pension liabilities totaling $121.3 million and uncertain tax position liabilities of $21.8 million as of December 31, 2020, for which the timing of payment is unknown.
(2)Purchase obligations are defined as purchase agreements that are enforceable and legally binding and that specify all significant terms, including quantity, price, and the approximate timing of the transaction. The obligations reflected in the table primarily relate to raw materials purchase agreements, costs associated with enterprise solutions implementations, sales and marketing, and software hosting services.
(3)Interest on long-term debt obligations is calculated based on debt outstanding and interest rates in effect on December 31, 2020, taking into account scheduled maturities and amortization payments.
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Critical Accounting PoliciesIncome Taxes
Income taxes are recorded using the asset and Estimates
Our MD&A is based upon our consolidatedliability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the deferred tax consequences attributable to differences between the financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reportedstatement carrying amounts of assets, liabilities, revenues and expenses, and related disclosure of contingentexisting assets and liabilities. On an ongoing basis, we evaluate our estimates. We base our estimates on historical experienceliabilities and on various other assumptions thattheir respective tax bases. Deferred tax assets and liabilities are believedmeasured using enacted tax rates expected to be reasonable under the circumstances, the results of which may differ from these estimates. Our significant accounting policies are fully disclosed in our annual consolidated financial statements included elsewhere in this Form 10-K. The following discussion highlights the estimates we believe are critical and should be read in conjunction with the consolidated financial statements included in Part II, Item 8 of this Form 10-K.
Revenue Recognition
    Revenue is recognized when obligations under the terms of a contract with our customer are satisfied. Generally, this occurs with the transfer of control of our products or services. Revenue is measured as the amount of consideration we expectapply 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. Incentive payments to customers that directly relate to future business are recorded as a reduction of net revenues over the periods benefited.
    Shipping and handling costs are treated as fulfillment costs and are not considered a separate performance obligation. 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 12 - Warranty Liability). Since payment is due at or shortly after the point of sale, the contract asset is classified as a receivable.
    We do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to a customer and when the customer pays for that product or service will be one year or less. We do not typically include extended payment terms in our contracts with customers. Incidental items that are immaterialtaxable income in the context of the contract are recognized as expense.
Acquisitions
We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. If the fair value of the acquired assets exceeds the purchase price the difference is recorded as a bargain purchase in other income (expense). Such valuations require us to make significant estimates and assumptions, especially with respect to intangible assets. As a result, during the measurement period, which may be up to one year from the acquisition date, material adjustments must be reflected in the comparative consolidated financial statements in the periodyears in which the adjustment amount will be determined. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustmentsthose temporary differences are recorded to our consolidated statements of operations. Newly acquired entities are included in our results from the date of their respective acquisitions.
Intangible Assets
Definite lived intangible assets are amortized on a straight-line basis over their estimated useful lives that typically range from 3 to 40 years. The lives of definite lived intangible assets are reviewed and reduced if necessary, whenever changes in their planned use occur. Legal and registration costs related to internally developed patents and trademarks are capitalized and amortized over the lesser of their expected useful life or the legal patent life. We review the carrying value of intangible assets to assess their recoverability when facts and circumstances indicate that the carrying value may not be recoverable.
Long-Lived Assets
Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Such events or circumstances include, but are not limited to, a significant decrease in the fair value of the underlying business or a change in utilization of property and equipment.
We group assets to test for impairment at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the assets.recovered
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When evaluating long-livedor settled. The effect on deferred tax assets and definite lived intangible assets for potential impairment,liabilities due to a change in tax rates is recognized in income in the first step to review for impairment is to forecastperiod that includes the expected undiscounted cash flows generated fromdate of enactment. We recognize the anticipated use and eventual dispositioneffect of the asset. If the expected undiscounted cash flowsincome tax positions only if those positions are less than the carrying value of the asset, then an impairment charge is required to reduce the carrying value of the asset to fair value. If we recognize an impairment loss, the carrying amount of the asset is adjusted to fair value based on the discounted estimated future net cash flows. For a depreciable long-lived asset, the new cost basis will be depreciated over the remaining useful life of that asset. For an amortizable intangible asset, the new cost basis will be amortized over the remaining useful life of the asset. Our impairment loss calculations require management to apply judgments in estimating future cash flows to determine asset fair values, including forecasting useful lives of the assets and selecting the discount rate that represents the risk inherent in future cash flows.
Goodwill
Goodwill is tested for impairment on an annual basis during the fourth quarter and between annual tests if indicators of potential impairment exist, using a fair-value-based approach. Current accounting guidance provides an entity the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is impaired. If we do not perform a qualitative assessment, or if we determine that it is more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the fair valueperiod in which the change in judgment occurs. For more information, refer to Note 15 - Income Taxes to our consolidated financial statements included in this Form 10-K.
Results of Operations
The tables in this section summarize key components of our results of operations for the periods indicated, both in U.S. dollars and as a percentage of our net revenues. Certain percentages presented in this section have been rounded to the nearest whole number. Accordingly, totals may not equal the sum of the reporting unit exceeds its carrying amount, we calculateline items in the estimated fair valuetables below.
We present several financial metrics in “Core” terms, such as Core Revenue, which excludes the impact of foreign exchange, acquisitions and divestitures completed in the last twelve months. We believe Core Revenue assists management, investors, and analysts in understanding the organic performance of our operations.
Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022
Year Ended
December 31, 2023December 31, 2022
(amounts in thousands)% of Net 
Revenues
% of Net 
Revenues
Net revenues$4,304,334 100.0 %$4,543,808 100.0 %
Cost of sales3,471,713 80.7 %3,757,888 82.7 %
Gross margin832,621 19.3 %785,920 17.3 %
Selling, general and administrative655,280 15.2 %654,077 14.4 %
Goodwill impairment— — %54,885 1.2 %
Restructuring and asset related charges35,741 0.8 %17,622 0.4 %
Operating income141,600 3.3 %59,336 1.3 %
Interest expense, net72,258 1.7 %82,505 1.8 %
Loss on extinguishment of debt6,487 0.2 %— — %
Other income, net(25,719)(0.6)%(53,433)(1.2)%
Income from continuing operations before taxes88,574 2.1 %30,264 0.7 %
Income tax expense63,339 1.5 %18,041 0.4 %
Income from continuing operations, net of tax25,235 0.6 %12,223 0.3 %
Gain on sale of discontinued operations, net of tax15,699 0.4 %— — %
Income from discontinued operations, net of tax21,511 0.5 %33,504 0.7 %
Net income$62,445 1.5 %$45,727 1.0 %
Consolidated Results
Net Revenues – Net revenues decreased $239.5 million, or 5.3%, to $4,304.3 million in the year ended December 31, 2023 from $4,543.8 million in the year ended December 31, 2022. The decrease was driven by a decrease in Core Revenues of 5% and a nominal impact from foreign exchange. Core Revenues decreased 5% due to a 10% decrease in volume/mix, partially offset by a 5% benefit from price realization.
Gross Margin – Gross margin increased $46.7 million, or 5.9%, to $832.6 million in the year ended December 31, 2023 from $785.9 million in the year ended December 31, 2022. Gross margin as a percentage of net revenues was 19.3% in the year ended December 31, 2023 and 17.3% in the year ended December 31, 2022. The increase in gross margin percentage was due primarily to favorable price/cost, partially offset by accelerated depreciation in North America from reviews of equipment capacity optimization.
SG&A Expense – SG&A expense increased $1.2 million, or 0.2%, to $655.3 million in the year ended December 31, 2023 from $654.1 million in the year ended December 31, 2022. SG&A expense as a percentage of net revenues increased to 15.2% in the year ended December 31, 2023 from 14.4% in the year ended December 31, 2022. The increase in SG&A expense was primarily due to increased performance-based variable compensation expenses and accelerated amortization of an ERP system that we intend to not utilize upon completion of the JW Australia Transition Services Agreement period, partially offset by decreased labor expenses driven by a reduction in headcount and lower bad debt expense in our North America segment due to improved collections.
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Goodwill Impairment – Goodwill impairment charges of $54.9 million in the year ended December 31, 2022 relate to goodwill impairment charges in our Europe reporting unit. For further information, refer to Note 6 - Goodwill of our consolidated financial statements included in this Form 10-K.
Restructuring and Asset Related Charges – Restructuring and asset related charges of $35.7 million in the year ended December 31, 2023 increased 102.8% from $17.6 million in the year ended December 31, 2022. The increase in restructuring charges was primarily due to an increase in charges incurred to close certain manufacturing facilities in our North America segment. For more information, refer to Note 19 - Restructuring and Asset Related Charges of our consolidated financial statements included in this Form 10-K.
Interest Expense, Net – Interest expense, net, decreased $10.2 million, or 12.4%, to $72.3 million in the year ended December 31, 2023 from $82.5 million in the year ended December 31, 2022. The decrease was primarily due to higher interest income from interest rate derivatives, the redemption of our Senior Secured Notes and partial redemption of our Senior Notes, and decreased borrowings on our Revolving Credit Facilities during the year ended December 31, 2023, partially offset by an increase to the cost of borrowing on our variable rate Term Loan Facility.
Loss on Extinguishment of Debt – The $6.5 million loss on extinguishment of debt is related to the redemption of our Senior Secured Notes and partial redemption of our Senior Notes during the year ended December 31, 2023. Refer to Note 12 - Long-Term Debt of our consolidated financial statements included in this Form 10-K.
Other Income, Net – Other income, net decreased $27.7 million, or 51.9%, to $25.7 million in the year ended December 31, 2023 from $53.4 million in the year ended December 31, 2022. Other income, net in the year ended December 31, 2023 primarily consisted of recovery of the JW Australia transition services costs incurred of $8.3 million, income from the refund of deposits from antidumping duties of$7.0 million, an ERC from the U.S. government of $6.1 million, recovery of cost from interest received on impaired notes of $3.5 million, and income from short-term investments and forward contracts related to the JW Australia divestiture of $3.1 million, partially offset by pension expense of $6.5 million and a $4.3 million settlement loss associated with our U.S. defined benefit pension plan. Other income, net in the year ended December 31, 2022 primarily consisted of the recovery of cost from interest received on impaired notes of $14.0 million, legal settlement income of $10.5 million, reimbursements from governmental assistance and insurance of $8.0 million, pension income of $4.9 million, credit for overpayments of utility expenses of $2.0 million, and foreign currency gains of $1.0 million.
Income Taxes – Income tax expense was $63.3 million and $18.0 million in the years ended December 31, 2023 and December 31, 2022, respectively. The effective tax rate in the year ended December 31, 2023 was 71.5% compared to 59.6% in the year ended December 31, 2022. The effective tax rate increased primarily due to the impacts of the $32.7 million net valuation allowance recorded in the year ended December 31, 2023, partially offset by the $54.9 million non-deductible goodwill impairment charge recorded for the year ended December 31, 2022 not recorded in the year ended December 31, 2023. For more information, refer to Note 15- Income Taxes of our consolidated financial statements included in this Form 10-K.
Gain on Sale of Discontinued Operations, net of tax – The $15.7 million gain on sale of discontinued operations, net of tax is related to the July 2, 2023 sale of JW Australia. Refer to Note 2 - Discontinued Operations of our consolidated financial statements included in this Form 10-K.
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Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021
December 31, 2022December 31, 2021
(dollars in thousands)% of Net 
Revenues
% of Net 
Revenues
Net revenues$4,543,808 100.0 %$4,181,690 100.0 %
Cost of sales3,757,888 82.7 %3,358,773 80.3 %
Gross margin785,920 17.3 %822,917 19.7 %
Selling, general and administrative654,077 14.4 %604,514 14.5 %
Goodwill impairment54,885 1.2 %— — %
Restructuring and asset related charges17,622 0.4 %2,556 0.1 %
Operating income59,336 1.3 %215,847 5.2 %
Interest expense, net82,505 1.8 %76,788 1.8 %
Other income, net(53,433)(1.2)%(13,241)(0.3)%
Loss on extinguishment of debt— — %1,342 — %
Income before taxes30,264 0.7 %150,958 3.6 %
Income tax expense18,041 0.4 %19,636 0.5 %
Income from continuing operations, net of tax12,223 0.3 %131,322 3.1 %
Income from discontinued operations, net of tax33,504 0.7 %37,500 0.9 %
Net income$45,727 1.0 %$168,822 4.0 %
Consolidated Results
Net Revenues – Net revenues increased $362.1 million, or 8.7%, to $4,543.8 million in the year ended December 31, 2022 from $4,181.7 million in the year ended December 31, 2021. The increase was due to an improvement in Core Revenues of 12%, partially offset by a 4% adverse impact from foreign exchange. Core Revenues increased due to a 13% benefit from price realization and unfavorable volume/mix of 1%.
Gross Margin – Gross margin decreased $37.0 million, or 4.5%, to $785.9 million in the year ended December 31, 2022 from $822.9 million in the year ended December 31, 2021. Gross margin as a percentage of net revenues was 17.3% in the year ended December 31, 2022 and 19.7% in the year ended December 31, 2021. The decrease in gross margin percentage was due primarily to the timing differences between increased input costs and our pricing actions in our end markets.
SG&A Expense – SG&A expense increased $49.6 million, or 8.2%, to $654.1 million in the year ended December 31, 2022 from $604.5 million in the year ended December 31, 2021. SG&A expense as a percentage of net revenues decreased to 14.4% in the year ended December 31, 2022 from 14.5% in the year ended December 31, 2021. The increase in SG&A expense was primarily due to increased variable compensation expenses, self-insurance costs, and sales and marketing expenses, partially offset by decreased legal and professional fees.
Goodwill Impairment – Goodwill impairment charges of $54.9 million in the year ended December 31, 2022 relate to goodwill impairment charges for our Europe reporting unit. For further information, refer to Note 5 - Goodwill of our consolidated financial statements included in this Form 10-K.
Restructuring and Asset Related Charges – Restructuring and asset related charges increased $15.1 million, or 589.4%, to $17.6 million in the year ended December 31, 2022 from $2.6 million in the year ended December 31, 2021. The increase in restructuring charges is primarily due to strategic transformation initiatives, cost savings, and footprint rationalization activities in our North America and Europe segments as well as changes to the management structure to align with our operations. For more information, refer to Note 19- Impairment and Asset Related Charges of our consolidated financial statements included in this Form 10-K.
Interest Expense, Net – Interest expense, net, increased $5.7 million, or 7.4%, to $82.5 million in the year ended December 31, 2022 from $76.8 million in the year ended December 31, 2021. The increase was primarily due to an increase to the cost of borrowing on our Term Loan Facility and increased borrowings on the ABL Facility, partially offset by interest income from interest rate derivatives in the in the year ended December 31, 2022 and higher interest income earned on cash balances.
Other Income, Net – Other income, net increased $40.2 million, or 303.5%, to $53.4 million in the year ended December 31, 2022 from $13.2 million in the year ended December 31, 2021. Other income, net in the year ended December 31, 2022 primarily
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consisted of the recovery of cost from interest received on impaired notes of $14.0 million, legal settlement income of $10.5 million, reimbursements from governmental assistance and insurance of $8.0 million, pension income of $4.9 million, a credit for overpayments of utility expenses of $2.0 million, and foreign currency gains of $1.0 million. Other income, net in the year ended December 31, 2021 primarily consisted of foreign currency gains of $7.1 million and reimbursements from governmental pandemic assistance relating to COVID-19 and insurance of $3.2 million.
Loss on Extinguishment of Debt – The $1.3 million loss on extinguishment of debt is related to an amendment of our Term Loan Facility during the year ended December 31, 2021. Refer to Note 12 - Long-Term Debt of our consolidated financial statements included in this Form 10-K.
Income Taxes – Tax expense was $18.0 million and $19.6 million in the years ended December 31, 2022 and December 31, 2021, respectively. The effective tax rate in the year ended December 31, 2022 was 59.6% compared to 13.0% in the year ended December 31, 2021. The increase in the effective tax rate in the year ended December 31, 2022 was primarily due to the non-deductible goodwill impairment charge of $54.9 million. For more information, refer to Note 15 - Income Taxes of our consolidated financial statements included in this Form 10-K.
Segment Results
We report our segment information in the same way management internally organizes the business in assessing performance and making decisions regarding allocation of resources in accordance with ASC 280-10 - Segment Reporting. We define Adjusted EBITDA from continuing operations as income (loss) from continuing operations, net of tax, adjusted for the following items: income tax expense (benefit); depreciation and amortization; interest expense, net; and certain special items consisting of non-recurring net legal and professional expenses and settlements; goodwill impairment; restructuring and asset related charges; other facility closure, consolidation, and related costs and adjustments; M&A related costs; net (gain) loss on sale of property and equipment; loss on extinguishment of debt; share-based compensation expense; pension settlement charges; non-cash foreign exchange transaction/translation (income) loss; and other special items. This non-GAAP financial measure should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP.
We have two reportable segments in our continuing operations, organized and managed principally by geographic region: North America and Europe. We report all other business activities in Corporate and unallocated costs.
Reconciliations of net income to Adjusted EBITDA from continuing operations for our segments’ operations are as follows:
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Year Ended December 31, 2023
(amounts in thousands)North AmericaEuropeTotal Operating SegmentsCorporate and Unallocated CostsTotal Consolidated
Income (loss) from continuing operations, net of tax$175,980 $(3,335)$172,645 $(147,410)$25,235 
Income tax expense (benefit)(1)
79,210 44,095 123,305 (59,966)63,339 
Depreciation and amortization(2)
79,900 30,185 110,085 24,911 134,996 
Interest expense, net4,713 3,224 7,937 64,321 72,258 
Special items:(3)
Net legal and professional expenses and settlements946 3,726 4,672 23,512 28,184 
Restructuring and asset-related charges29,207 5,738 34,945 796 35,741 
Other facility closure, consolidation, and related costs and adjustments(5)2,242 2,237 — 2,237 
M&A related costs759 — 759 5,816 6,575 
Net loss (gain) on sale of property and equipment1,223 (5,101)(3,878)(6,645)(10,523)
Loss on extinguishment of debt— — — 6,487 6,487 
Share-based compensation expense5,121 1,890 7,011 10,466 17,477 
Pension settlement charge4,349 — 4,349 — 4,349 
Non-cash foreign exchange transaction/translation (income) loss(261)1,628 1,367 (772)595 
Other special items1,047 (2,837)(1,790)(4,721)(6,511)
Adjusted EBITDA from continuing operations$382,189 $81,455 $463,644 $(83,205)$380,439 
(1)Income tax expense in our Europe segment includes an increase in valuation allowance against net operating loss carryforwards of $30.0 million. Refer toNote 15 - Income Taxes of our consolidated financial statements for further information.
(2)North America depreciation and amortization expense includes accelerated depreciation of $9.1 million from reviews of equipment capacity optimization. Corporate and unallocated depreciation and amortization expense includes software 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.
(3)For the definitions of the Special items listed above, refer to Note 14 - Segment Information of our consolidated financial statements included in this Form 10-K.


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Year Ended December 31, 2022
(amounts in thousands)North AmericaEuropeTotal Operating SegmentsCorporate and Unallocated CostsTotal Consolidated
Income (loss) from continuing operations, net of tax$260,590 $(50,796)$209,794 $(197,571)$12,223 
Income tax expense(1)
6,963 3,307 10,270 7,771 18,041 
Depreciation and amortization69,427 31,139 100,566 12,566 113,132 
Interest expense, net4,011 6,193 10,204 72,301 82,505 
Special items:(2)
Net legal and professional expenses and settlements12 1,674 1,686 (1,973)(287)
Goodwill impairment— 54,885 54,885 — 54,885 
Restructuring and asset-related charges7,338 6,042 13,380 4,242 17,622 
Other facility closure, consolidation, and related costs and adjustments2,587 16,304 18,891 — 18,891 
M&A related costs736 — 736 9,016 9,752 
Net (gain) loss on sale of property and equipment(8,397)354 (8,043)(8,036)
Share-based compensation expense4,870 2,729 7,599 6,978 14,577 
Non-cash foreign exchange transaction/translation loss148 876 1,024 11,413 12,437 
Other special items4,600 1,618 6,218 (3,113)3,105 
Adjusted EBITDA from continuing operations$352,885 $74,325 $427,210 $(78,363)$348,847 
(1)Income tax expense in Corporate and unallocated costs includes the tax impact of U.S. Operations.
(2)For the definitions of the Special items listed above, refer to Note 14 - Segment Information of our financial statements included in this Form 10-K.

Year Ended December 31, 2021
(amounts in thousands)North AmericaEuropeTotal Operating SegmentsCorporate and Unallocated CostsTotal Consolidated
Income (loss) from continuing operations, net of tax$255,975 $66,596 $322,571 $(191,249)$131,322 
Income tax expense (benefit)(1)
5,704 16,980 22,684 (3,048)19,636 
Depreciation and amortization72,095 32,855 104,950 11,405 116,355 
Interest expense, net6,080 9,282 15,362 61,426 76,788 
Special items:(2)
Net legal and professional expenses and settlements1,450 563 2,013 13,585 15,598 
Restructuring and asset-related charges, net1,200 1,453 2,653 (97)2,556 
Other facility closure, consolidation, and related costs and adjustments— 2,326 2,326 — 2,326 
M&A related costs664 375 1,039 4,167 5,206 
Net loss (gain) on sale of property and equipment1,589 584 2,173 (87)2,086 
Loss on extinguishment of debt— 1,342 1,342 
Share-based compensation expense5,472 2,096 7,568 12,420 19,988 
Non-cash foreign exchange transaction/translation gain(51)(10,108)(10,159)(262)(10,421)
Other special items2,703 4,290 6,993 2,999 9,992 
Adjusted EBITDA from continuing operations$352,881 $127,292 $480,173 $(87,399)$392,774 
(1)Income tax benefit in Corporate and unallocated costs includes the tax impact of U.S. Operations.
(2)For the definitions of the Special items listed above, refer to Note 14 - Segment Information of our financial statements included in this Form 10-K.
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Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022
 Year Ended 
(amounts in thousands)December 31, 2023December 31, 2022 
Net revenues from external customers% Variance
North America$3,123,056 $3,259,353 (4.2)%
Europe1,181,278 1,284,455 (8.0) %
Total Consolidated$4,304,334 $4,543,808 (5.3) %
Percentage of total consolidated net revenues
North America72.6 %71.7 %
Europe27.4 %28.3 %
Total Consolidated100.0 %100.0 %
Adjusted EBITDA from continuing operations (1)
North America$382,189 $352,885 8.3  %
Europe81,455 74,325 9.6  %
Corporate and unallocated costs(83,205)(78,363)6.2  %
Total Consolidated$380,439 $348,847 9.1  %
Adjusted EBITDA from continuing operations as a percentage of segment net revenues
North America12.2 %10.8 %
Europe6.9 %5.8 %
Total Consolidated8.8 %7.7 %
(1)Adjusted EBITDA from continuing operations is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted EBITDA from continuing operations, see Note 14 - Segment Information of our financial statements included in this Form 10-K.
North America
Net revenues in North America decreased $136.3 million, or 4.2%, to $3,123.1 million in the year ended December 31, 2023 from $3,259.4 million in the year ended December 31, 2022. The decrease was primarily due to a decrease in Core Revenues of 4.0%. Core Revenues decreased due to an 8% unfavorable volume/mix driven by weakened market demand, partially offset by a 4% benefit from price realization.
Adjusted EBITDA from continuing operations in North America increased $29.3 million to $382.2 million, or 8.3%, in the year ended December 31, 2023 from $352.9 million in the year ended December 31, 2022. The increase was primarily due to favorable price/cost and positive productivity, partially offset by unfavorable volume/mix and higher SG&A. The increase in SG&A was primarily driven by increased performance-based variable compensation and the impact of inflation on labor expenses, partially offset by a reduction in bad debt expense due to improved collections. Additionally, a decrease in other income, net, was primarily driven by net pension expense in the current period compared to gains in the same period last year, partially offset by income recognized for a refund of deposits for antidumping duties and an ERC during the year ended December 31, 2023.
Europe
Net revenues in Europe decreased $103.2 million, or 8.0%, to $1,181.3 million in the year ended December 31, 2023 from $1,284.5 million in the year ended December 31, 2022. The decrease was primarily due to a decrease in Core Revenues of 9%. Core Revenues decreased due to unfavorable volume/mix of 15% primarily due to market softness across the region, partially offset by a 7% benefit from price realization.
Adjusted EBITDA from continuing operations in Europe increased $7.1 million, or 9.6%, to $81.5 million in the year ended December 31, 2023 from $74.3 million in the year ended December 31, 2022. The increase was primarily due to favorable productivity and positive price/cost, partially offset by unfavorable volume/mix.
Corporate and unallocated costs
Corporate and unallocated costs increased by $4.8 million, or 6.2%, to $83.2 million in the year ended December 31, 2023, from $78.4 million in the year ended December 31, 2022. The increase in cost is primarily due to losses on foreign exchange transactions in the current period compared to gains in the same period last year, and a reduction in the recovery of cost from interest received on impaired notes, partially offset by lower labor costs due to reduced headcount.
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Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021
 Year Ended 
(dollars in thousands)December 31, 2022December 31, 2021
Net revenues from external customers% Variance
North America$3,259,353 $2,829,240 15.2 %
Europe1,284,455 1,352,450 (5.0)%
Total Consolidated$4,543,808 $4,181,690 8.7 %
Percentage of total consolidated net revenues
North America71.7 %67.7 %
Europe28.3 %32.3 %
Total Consolidated100.0 %100.0 %
Adjusted EBITDA from continuing operations (1)
North America$352,885 $352,881 —  %
Europe74,325 127,292 (41.6) %
Corporate and Unallocated costs(78,363)(87,399)(10.3) %
Total Consolidated$348,847 $392,774 (11.2) %
Adjusted EBITDA from continuing operations as a percentage of segment net revenues
North America10.8 %12.5 %
Europe5.8 %9.4 %
Total Consolidated7.7 %9.4 %
(1)Adjusted EBITDA from continuing operations is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted EBITDA from continuing operations, see Note 14 - Segment Informationto our financial statements included in this Form 10-K.
North America
Net revenues in North America increased $430.1 million, or 15.2%, to $3,259.4 million in the year ended December 31, 2022 from $2,829.2 million in the year ended December 31, 2021. The increase was primarily due to an increase in Core Revenues of 15%. Core Revenues increased due to a 14% benefit from price realization mostly related to significant cost inflation, and positive volume/mix of 1%.
Adjusted EBITDA in North America remained relatively consistent at $352.9 million in the year ended December 31, 2022 from $352.9 million in the year ended December 31, 2021. While Adjusted EBITDA increased slightly primarily driven by improved volume/mix and productivity, the increase was offset by higher SG&A expenses.
Europe
Net revenues in Europe decreased $68.0 million, or 5.0%, to $1,284.5 million in the year ended December 31, 2022 from $1,352.5 million in the year ended December 31, 2021. The decrease was primarily due to a 12% adverse impact from foreign exchange, partially offset by an increase in Core Revenues of 7%. Core Revenues increased due to a 11% benefit from price realization mostly related to significant cost inflation, partially offset by lower volume/mix of 4%.
Adjusted EBITDA in Europe decreased $53.0 million, or 41.6%, to $74.3 million in the year ended December 31, 2022 from $127.3 million in the year ended December 31, 2021. The decrease was primarily due to lower volume/mix, higher SG&A expenses, and negative price/cost, partially offset by improved productivity.
Corporate and unallocated costs
Corporate and unallocated costs decreased in the year ended December 31, 2022 by $9.0 million, or 10.3%, compared to the year ended December 31, 2021 primarily due to the recovery of cost from interest received on impaired notes, a gain on foreign exchange transactions, reduced legal and professional fees, and insurance recoveries, partially offset by increased variable compensation and self-insurance costs in the current periods.
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Liquidity and Capital Resources
Overview
We estimatedhave historically funded our operations through a combination of cash from operations, draws on our revolving credit facilities, and the fair valueissuance of non-revolving debt such as our Term Loan Facility and our Senior Notes. We place a strong emphasis on cash flow generation, which includes an operating discipline focused on working capital management. Working capital fluctuates throughout the year and is impacted by inflation, the seasonality of our reporting units using a discounted cash flow model (implied fair value measured on a non-recurring basis using level 3 inputs). Inherentsales, customer payment patterns, supply availability, and the translation of the balance sheets of our foreign operations into the U.S. dollar. Typically, working capital increases at the end of the first quarter and beginning of the second quarter in conjunction with, and in preparation for, the peak season for home construction and remodeling in our North America and Europe segments, and decreases starting in the developmentfourth quarter as inventory levels and accounts receivable decline. Inventories fluctuate for raw materials that have long delivery lead times, as we work through prior shipments and take delivery of the discounted cash flow projections are assumptions and estimates derived from a review of our expected revenue and terminal growth rates, profit margins, and cost of capital. Changes in assumptions or estimates used in our goodwill impairment testing could materially affect the determination of the fair value of a reporting unit, and therefore, could eliminate the excess of fair value over carrying value of a reporting unit and, in some cases, could result in impairment. Such changes in assumptions could be caused by items such as a loss of one or more significant customers, decline in the demand for our products due to changing economic conditions, or failure to control cost increases above what can be recouped in sale price increases. These types of changes would negatively affect our profits, revenues, and growth over the long term and such a decline could significantly affect the fair value assessment of our reporting units and cause our goodwill to become impaired.new orders.
As of December 31, 2020,2023, we had total liquidity (a non-GAAP measure) of $750.6 million, consisting of $288.3 million in unrestricted cash, $462.3 million available for borrowing under the fair valueABL Facility, compared to total liquidity of $575.2 million as of December 31, 2022 (on a continuing operations basis and excluding JW Australia). The increase in total liquidity was primarily due to both higher cash balances and lower borrowings on our ABL Facility at December 31, 2023 compared to December 31, 2022.
As of December 31, 2023, our cash balances, including $0.8 million of restricted cash, consisted of $72.9 million in the U.S. and $216.3 million in non-U.S. subsidiaries. The company repatriated $21.8 million and $132.8 million from non-U.S. subsidiaries during the year ended December 31, 2023 and December 31, 2022, respectively. The Company utilized cash repatriated from non-U.S. subsidiaries to repay a portion of the outstanding ABL Facility during the year ended December 31, 2022. Based on our current and forecasted level of operations and seasonality of our North America, Europe,business, we believe that cash provided by operations and Australasia reporting unitsother sources of liquidity, including cash, cash equivalents, and availability under our revolving credit facilities, will provide adequate liquidity for ongoing operations, planned capital expenditures and other investments, and debt service requirements for at least the next twelve months.
    We may, from time to time, refinance, reprice, extend, retire, or otherwise modify our outstanding debt to lower our interest payments, reduce our debt, or otherwise improve our financial position. These actions may include repricing amendments, extensions, and/or opportunistic refinancing of debt. The amount of debt that may be refinanced, repriced, extended, retired, or otherwise modified, if any, will depend on market conditions, trading levels of our debt, our cash position, compliance with debt covenants, and other considerations.
We may, from time to time, seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will be on such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Based on hypothetical variable rate debt that would have resulted from drawing each revolving credit facility up to declinethe full commitment amount, a 100 basis point decrease in interest rates would have reduced our interest expense by approximately 52%, 37%, and 20%, respectively, to be considered for potential impairment.
As the carrying value and fair value of the Australasia reporting unit are closely aligned, a material change$10.8 million in the fair value or carrying value would put the reporting unit at risk of goodwill impairment. For example, our ability to realize synergies, revenue growth, and increased margins are key assumptions in our projections of revenue, earnings and cash flows. If our actual experience in future years falls significantly below our current projections, the fair value of the reporting unit could be negatively impacted. Similarly, anyear ended December 31, 2023. A 100 basis point increase in interest rates would have increased our interest expense by $10.8 million in the same period. In certain instances, the impact of a hypothetical decrease would have been partially mitigated by interest rate floors that apply to certain of our debt agreements.
Contractual Obligations
In addition to our discussion and analysis surrounding our liquidity and capital resources, we have significant contractual obligations and commitments as of December 31, 2023 relating to the following:
Long-term debt and interest obligations – As of December 31, 2023 our outstanding debt balance was $1,232.8 million. See Note 12- Long-Term Debt of our consolidated financial statements for additional details regarding the timing of expected future principal payments. Interest on long-term debt is calculated based on debt outstanding and interest rates in effect on December 31, 2023, taking into account scheduled maturities and amortization payments. As of December 31, 2023, we estimate interest payments of $72.9 million due in 2024 and $179.6 million due in 2025 and thereafter.
Finance and operating lease obligations – As of December 31, 2023, our remaining contractual commitments for finance and operating leases was $192.7 million. See Note 8 - Leases of our consolidated financial statements for additional details regarding the timing of expected future payments.
Purchase obligations – As of December 31, 2023, we have purchase obligations of $26.7 million due in 2024 and $28.1 million due in 2025 and thereafter. These purchase obligations are primarily relating to software hosting services and equipment purchase agreements. Purchase obligations are defined as purchase agreements that are enforceable and legally binding and that specify all significant terms, including quantity, price, and the approximate timing of the transaction.
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Borrowings and Refinancings
In July 2021, we refinanced our existing Term Loan Facility and ABL Facility by issuing replacement loans that aggregated to $550.0 million in principal amount under the Term Loan Facility and added $100.0 million in potential additional revolving loan capacity to our ABL Facility.
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.
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.
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 related to related conforming changes. Pursuant to the amendment, replacement term loans bear interest at SOFR plus a margin of 1.75% to 2.00% depending on JWI’s corporate credit ratings, compared to a margin of 2.00% to 2.25% under the previous amendment. All other material terms and conditions of the Term Loan Agreement were unchanged.
As of December 31, 2023, we were in compliance with the terms of all of our discountedCredit Facilities and the indentures governing the Senior Notes.
Our results have been and will continue to be impacted by substantial changes in our net interest expense throughout the periods presented and into the future. See Note 12 - Long-Term Debt of our consolidated financial statements for additional details.
Cash Flows (1)
The following table summarizes the changes to our cash flows and negatively impact the fair value of the reporting unit. We believe our projections and assumptions are reasonable, but it is possible they could change, impacting our fair value estimate, or the carrying value could change.
Warranty Accrual
Warranty terms range primarily from one year to lifetime on certain window and door components. Warranties are normally limited to replacement or service of defective components for the original customer. Some warranties are transferableperiods presented:
Year Ended
(amounts in thousands)December 31, 2023December 31, 2022December 31, 2021
Cash provided by (used in):
Operating activities$345,188 $30,337 $175,666 
Investing activities279,174 (67,030)(92,361)
Financing activities(563,157)(120,014)(401,209)
Effect of changes in exchange rates on cash and cash equivalents7,074 (19,315)(21,800)
Net change in cash and cash equivalents$68,279 $(176,022)$(339,704)
(1)Cash flow information is inclusive of cash flows from JW Australia as discontinued operations through the divestiture date of July 2, 2023.
Cash Flow from Operations
Net cash provided by operating activities increased $314.9 million to subsequent ownersa $345.2 million source of cash in the year ended December 31, 2023 compared to a $30.3 million source of cash in the year ended December 31, 2022. The increase in cash provided by operating activities was primarily due to a $342.5 million improvement in net cash provided by our working capital accounts. Cash flow provided by Inventory was $193.1 million favorable compared to the year ended December 31, 2022, primarily driven by demand planning that drove lower inventory days on hand, which mitigated inflation on raw materials. Cash flow provided by Accounts receivable, net of $90.6 million was favorable in the year ended December 31, 2023 compared to the year ended December 31, 2022, which was primarily due to decreased sales, partially offset by slightly deteriorated days sales outstanding. Cash flow provided by Accounts payable was $58.8 million favorable compared to the year ended December 31, 2022, which was primarily due to lower raw material inflation on purchases in the current year as compared to prior year, partially offset by demand planning that drove moderated purchasing.
Net cash provided by operating activities decreased $145.3 million to a $30.3 million source of cash in the year ended December 31, 2022 compared to a $175.7 million source of cash in the year ended December 31, 2021. The decrease in cash provided by operating activities was primarily due to increased working capital and are generally limiteddecreased earnings in the year ended December 31, 2022, partially offset by non-recurrence of legal settlements paid in 2021.
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Cash Flow from Investing Activities
Net cash provided by (used in) investing activities improved to a $279.2 million source of cash in the year ended December 31, 2023 compared to a $67.0 million use of cash in the year ended December 31, 2022, primarily driven by $365.6 million in net proceeds (payments) related to the sale of JW Australia, partially offset by an increase in capital expenditures of $18.7 million and a decrease in cash received from the daterecovery of manufacture or require pro-rata paymentscost from interest received on impaired notes of $10.4 million.
Net cash used in investing activities decreased $25.3 million to a $67.0 million use of cash in the year ended December 31, 2022 compared to a $92.4 million use of cash in the year ended December 31, 2021 primarily due to cash received from the customer. A provision for estimated warrantyrecovery of cost from interest received on impaired notes of $14.0 million, an increase in cash received from the sale of property and equipment, and a reduction in capital expenditures.
Cash Flow from Financing Activities
Net cash used in financing activities increased $443.1 million to $563.2 million in the year ended December 31, 2023 compared to $120.0 million in the year ended December 31, 2022, primarily due to net debt payments and payments of debt extinguishment costs is recorded atof $561.3 million in the timeyear ended December 31, 2023 compared to net debt borrowings of sale based on historical experience$12.7 million in the year ended December 31, 2022, partially offset by the non-recurrence of repurchases of our Common Stock of $132.0 million in the year ended December 31, 2022.
Net cash used in financing activities decreased $281.2 million to $120.0 million in the year ended December 31, 2022 compared to $401.2 million in the year ended December 31, 2021, primarily due to a decrease of $191.7 million in repurchases of our Common Stock and net debt borrowings of $12.7 million in the year ended December 31, 2022, compared to net debt payments and payments of debt extinguishment cost of $86.1 million in the year ended December 31, 2021.
Holding Company Status
We are a holding company that conducts all of our operations through subsidiaries, and we periodically adjust these provisionsrely on dividends or advances from our subsidiaries to reflect actual experience.fund the holding company. The majority of our operating income is derived from JWI, our main operating subsidiary. The ability of our subsidiaries to pay dividends to us is subject to applicable local law and may be limited due to the terms of other contractual arrangements, including our Credit Facilities and Senior Notes.
The amount of our consolidated net assets that were available to be distributed under our Credit Facilities as of December 31, 2023 was $889.6 million.
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Income Taxes
Income taxes are recorded using the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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
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or settled. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in income in the period that includes the date of enactment. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. For more information, refer to Note 15 - Income Taxes to our consolidated financial statements included in this Form 10-K.
Results of Operations
The tables in this section summarize key components of our results of operations for the periods indicated, both in U.S. dollars and as a percentage of our net revenues. Certain percentages presented in this section have been rounded to the nearest whole number. Accordingly, totals may not equal the sum of the line items in the tables below.
We present several financial metrics in “Core” terms, such as Core Revenue, which excludes the impact of foreign exchange, acquisitions and divestitures completed in the last twelve months. We believe Core Revenue assists management, investors, and analysts in understanding the organic performance of our operations.
Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022
Year Ended
December 31, 2023December 31, 2022
(amounts in thousands)% of Net 
Revenues
% of Net 
Revenues
Net revenues$4,304,334 100.0 %$4,543,808 100.0 %
Cost of sales3,471,713 80.7 %3,757,888 82.7 %
Gross margin832,621 19.3 %785,920 17.3 %
Selling, general and administrative655,280 15.2 %654,077 14.4 %
Goodwill impairment— — %54,885 1.2 %
Restructuring and asset related charges35,741 0.8 %17,622 0.4 %
Operating income141,600 3.3 %59,336 1.3 %
Interest expense, net72,258 1.7 %82,505 1.8 %
Loss on extinguishment of debt6,487 0.2 %— — %
Other income, net(25,719)(0.6)%(53,433)(1.2)%
Income from continuing operations before taxes88,574 2.1 %30,264 0.7 %
Income tax expense63,339 1.5 %18,041 0.4 %
Income from continuing operations, net of tax25,235 0.6 %12,223 0.3 %
Gain on sale of discontinued operations, net of tax15,699 0.4 %— — %
Income from discontinued operations, net of tax21,511 0.5 %33,504 0.7 %
Net income$62,445 1.5 %$45,727 1.0 %
Consolidated Results
Net Revenues – Net revenues decreased $239.5 million, or 5.3%, to $4,304.3 million in the year ended December 31, 2023 from $4,543.8 million in the year ended December 31, 2022. The decrease was driven by a decrease in Core Revenues of 5% and a nominal impact from foreign exchange. Core Revenues decreased 5% due to a 10% decrease in volume/mix, partially offset by a 5% benefit from price realization.
Gross Margin – Gross margin increased $46.7 million, or 5.9%, to $832.6 million in the year ended December 31, 2023 from $785.9 million in the year ended December 31, 2022. Gross margin as a percentage of net revenues was 19.3% in the year ended December 31, 2023 and 17.3% in the year ended December 31, 2022. The increase in gross margin percentage was due primarily to favorable price/cost, partially offset by accelerated depreciation in North America from reviews of equipment capacity optimization.
SG&A Expense – SG&A expense increased $1.2 million, or 0.2%, to $655.3 million in the year ended December 31, 2023 from $654.1 million in the year ended December 31, 2022. SG&A expense as a percentage of net revenues increased to 15.2% in the year ended December 31, 2023 from 14.4% in the year ended December 31, 2022. The increase in SG&A expense was primarily due to increased performance-based variable compensation expenses and accelerated amortization of an ERP system that we intend to not utilize upon completion of the JW Australia Transition Services Agreement period, partially offset by decreased labor expenses driven by a reduction in headcount and lower bad debt expense in our North America segment due to improved collections.
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Goodwill Impairment – Goodwill impairment charges of $54.9 million in the year ended December 31, 2022 relate to goodwill impairment charges in our Europe reporting unit. For further information, refer to Note 6 - Goodwill of our consolidated financial statements included in this Form 10-K.
Restructuring and Asset Related Charges – Restructuring and asset related charges of $35.7 million in the year ended December 31, 2023 increased 102.8% from $17.6 million in the year ended December 31, 2022. The increase in restructuring charges was primarily due to an increase in charges incurred to close certain manufacturing facilities in our North America segment. For more information, refer to Note 19 - Restructuring and Asset Related Charges of our consolidated financial statements included in this Form 10-K.
Interest Expense, Net – Interest expense, net, decreased $10.2 million, or 12.4%, to $72.3 million in the year ended December 31, 2023 from $82.5 million in the year ended December 31, 2022. The decrease was primarily due to higher interest income from interest rate derivatives, the redemption of our Senior Secured Notes and partial redemption of our Senior Notes, and decreased borrowings on our Revolving Credit Facilities during the year ended December 31, 2023, partially offset by an increase to the cost of borrowing on our variable rate Term Loan Facility.
Loss on Extinguishment of Debt – The $6.5 million loss on extinguishment of debt is related to the redemption of our Senior Secured Notes and partial redemption of our Senior Notes during the year ended December 31, 2023. Refer to Note 12 - Long-Term Debt of our consolidated financial statements included in this Form 10-K.
Other Income, Net – Other income, net decreased $27.7 million, or 51.9%, to $25.7 million in the year ended December 31, 2023 from $53.4 million in the year ended December 31, 2022. Other income, net in the year ended December 31, 2023 primarily consisted of recovery of the JW Australia transition services costs incurred of $8.3 million, income from the refund of deposits from antidumping duties of$7.0 million, an ERC from the U.S. government of $6.1 million, recovery of cost from interest received on impaired notes of $3.5 million, and income from short-term investments and forward contracts related to the JW Australia divestiture of $3.1 million, partially offset by pension expense of $6.5 million and a $4.3 million settlement loss associated with our U.S. defined benefit pension plan. Other income, net in the year ended December 31, 2022 primarily consisted of the recovery of cost from interest received on impaired notes of $14.0 million, legal settlement income of $10.5 million, reimbursements from governmental assistance and insurance of $8.0 million, pension income of $4.9 million, credit for overpayments of utility expenses of $2.0 million, and foreign currency gains of $1.0 million.
Income Taxes – Income tax expense was $63.3 million and $18.0 million in the years ended December 31, 2023 and December 31, 2022, respectively. The effective tax rate in the year ended December 31, 2023 was 71.5% compared to 59.6% in the year ended December 31, 2022. The effective tax rate increased primarily due to the impacts of the $32.7 million net valuation allowance recorded in the year ended December 31, 2023, partially offset by the $54.9 million non-deductible goodwill impairment charge recorded for the year ended December 31, 2022 not recorded in the year ended December 31, 2023. For more information, refer to Note 15- Income Taxes of our consolidated financial statements included in this Form 10-K.
Gain on Sale of Discontinued Operations, net of tax – The $15.7 million gain on sale of discontinued operations, net of tax is related to the July 2, 2023 sale of JW Australia. Refer to Note 2 - Discontinued Operations of our consolidated financial statements included in this Form 10-K.
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Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021
December 31, 2022December 31, 2021
(dollars in thousands)% of Net 
Revenues
% of Net 
Revenues
Net revenues$4,543,808 100.0 %$4,181,690 100.0 %
Cost of sales3,757,888 82.7 %3,358,773 80.3 %
Gross margin785,920 17.3 %822,917 19.7 %
Selling, general and administrative654,077 14.4 %604,514 14.5 %
Goodwill impairment54,885 1.2 %— — %
Restructuring and asset related charges17,622 0.4 %2,556 0.1 %
Operating income59,336 1.3 %215,847 5.2 %
Interest expense, net82,505 1.8 %76,788 1.8 %
Other income, net(53,433)(1.2)%(13,241)(0.3)%
Loss on extinguishment of debt— — %1,342 — %
Income before taxes30,264 0.7 %150,958 3.6 %
Income tax expense18,041 0.4 %19,636 0.5 %
Income from continuing operations, net of tax12,223 0.3 %131,322 3.1 %
Income from discontinued operations, net of tax33,504 0.7 %37,500 0.9 %
Net income$45,727 1.0 %$168,822 4.0 %
Consolidated Results
Net Revenues – Net revenues increased $362.1 million, or 8.7%, to $4,543.8 million in the year ended December 31, 2022 from $4,181.7 million in the year ended December 31, 2021. The increase was due to an improvement in Core Revenues of 12%, partially offset by a 4% adverse impact from foreign exchange. Core Revenues increased due to a 13% benefit from price realization and unfavorable volume/mix of 1%.
Gross Margin – Gross margin decreased $37.0 million, or 4.5%, to $785.9 million in the year ended December 31, 2022 from $822.9 million in the year ended December 31, 2021. Gross margin as a percentage of net revenues was 17.3% in the year ended December 31, 2022 and 19.7% in the year ended December 31, 2021. The decrease in gross margin percentage was due primarily to the timing differences between increased input costs and our pricing actions in our end markets.
SG&A Expense – SG&A expense increased $49.6 million, or 8.2%, to $654.1 million in the year ended December 31, 2022 from $604.5 million in the year ended December 31, 2021. SG&A expense as a percentage of net revenues decreased to 14.4% in the year ended December 31, 2022 from 14.5% in the year ended December 31, 2021. The increase in SG&A expense was primarily due to increased variable compensation expenses, self-insurance costs, and sales and marketing expenses, partially offset by decreased legal and professional fees.
Goodwill Impairment – Goodwill impairment charges of $54.9 million in the year ended December 31, 2022 relate to goodwill impairment charges for our Europe reporting unit. For further information, refer to Note 5 - Goodwill of our consolidated financial statements included in this Form 10-K.
Restructuring and Asset Related Charges – Restructuring and asset related charges increased $15.1 million, or 589.4%, to $17.6 million in the year ended December 31, 2022 from $2.6 million in the year ended December 31, 2021. The increase in restructuring charges is primarily due to strategic transformation initiatives, cost savings, and footprint rationalization activities in our North America and Europe segments as well as changes to the management structure to align with our operations. For more information, refer to Note 19- Impairment and Asset Related Charges of our consolidated financial statements included in this Form 10-K.
Interest Expense, Net – Interest expense, net, increased $5.7 million, or 7.4%, to $82.5 million in the year ended December 31, 2022 from $76.8 million in the year ended December 31, 2021. The increase was primarily due to an increase to the cost of borrowing on our Term Loan Facility and increased borrowings on the ABL Facility, partially offset by interest income from interest rate derivatives in the in the year ended December 31, 2022 and higher interest income earned on cash balances.
Other Income, Net – Other income, net increased $40.2 million, or 303.5%, to $53.4 million in the year ended December 31, 2022 from $13.2 million in the year ended December 31, 2021. Other income, net in the year ended December 31, 2022 primarily
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consisted of the recovery of cost from interest received on impaired notes of $14.0 million, legal settlement income of $10.5 million, reimbursements from governmental assistance and insurance of $8.0 million, pension income of $4.9 million, a credit for overpayments of utility expenses of $2.0 million, and foreign currency gains of $1.0 million. Other income, net in the year ended December 31, 2021 primarily consisted of foreign currency gains of $7.1 million and reimbursements from governmental pandemic assistance relating to COVID-19 and insurance of $3.2 million.
Loss on Extinguishment of Debt – The $1.3 million loss on extinguishment of debt is related to an amendment of our Term Loan Facility during the year ended December 31, 2021. Refer to Note 12 - Long-Term Debt of our consolidated financial statements included in this Form 10-K.
Income Taxes – Tax expense was $18.0 million and $19.6 million in the years ended December 31, 2022 and December 31, 2021, respectively. The effective tax rate in the year ended December 31, 2022 was 59.6% compared to 13.0% in the year ended December 31, 2021. The increase in the effective tax rate in the year ended December 31, 2022 was primarily due to the non-deductible goodwill impairment charge of $54.9 million. For more information, refer to Note 15 - Income Taxes of our consolidated financial statements included in this Form 10-K.
Segment Results
We report our segment information in the same way management internally organizes the business in assessing performance and making decisions regarding allocation of resources in accordance with ASC 280-10 - Segment Reporting. We define Adjusted EBITDA from continuing operations as income (loss) from continuing operations, net of tax, adjusted for the following items: income tax expense (benefit); depreciation and amortization; interest expense, net; and certain special items consisting of non-recurring net legal and professional expenses and settlements; goodwill impairment; restructuring and asset related charges; other facility closure, consolidation, and related costs and adjustments; M&A related costs; net (gain) loss on sale of property and equipment; loss on extinguishment of debt; share-based compensation expense; pension settlement charges; non-cash foreign exchange transaction/translation (income) loss; and other special items. This non-GAAP financial measure should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP.
We have two reportable segments in our continuing operations, organized and managed principally by geographic region: North America and Europe. We report all other business activities in Corporate and unallocated costs.
Reconciliations of net income to Adjusted EBITDA from continuing operations for our segments’ operations are as follows:
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Year Ended December 31, 2023
(amounts in thousands)North AmericaEuropeTotal Operating SegmentsCorporate and Unallocated CostsTotal Consolidated
Income (loss) from continuing operations, net of tax$175,980 $(3,335)$172,645 $(147,410)$25,235 
Income tax expense (benefit)(1)
79,210 44,095 123,305 (59,966)63,339 
Depreciation and amortization(2)
79,900 30,185 110,085 24,911 134,996 
Interest expense, net4,713 3,224 7,937 64,321 72,258 
Special items:(3)
Net legal and professional expenses and settlements946 3,726 4,672 23,512 28,184 
Restructuring and asset-related charges29,207 5,738 34,945 796 35,741 
Other facility closure, consolidation, and related costs and adjustments(5)2,242 2,237 — 2,237 
M&A related costs759 — 759 5,816 6,575 
Net loss (gain) on sale of property and equipment1,223 (5,101)(3,878)(6,645)(10,523)
Loss on extinguishment of debt— — — 6,487 6,487 
Share-based compensation expense5,121 1,890 7,011 10,466 17,477 
Pension settlement charge4,349 — 4,349 — 4,349 
Non-cash foreign exchange transaction/translation (income) loss(261)1,628 1,367 (772)595 
Other special items1,047 (2,837)(1,790)(4,721)(6,511)
Adjusted EBITDA from continuing operations$382,189 $81,455 $463,644 $(83,205)$380,439 
(1)Income tax expense in our Europe segment includes an increase in valuation allowance against net operating loss carryforwards of $30.0 million. Refer toNote 15 - Income Taxes of our consolidated financial statements for further information.
(2)North America depreciation and amortization expense includes accelerated depreciation of $9.1 million from reviews of equipment capacity optimization. Corporate and unallocated depreciation and amortization expense includes software 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.
(3)For the definitions of the Special items listed above, refer to Note 14 - Segment Information of our consolidated financial statements included in this Form 10-K.


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Year Ended December 31, 2022
(amounts in thousands)North AmericaEuropeTotal Operating SegmentsCorporate and Unallocated CostsTotal Consolidated
Income (loss) from continuing operations, net of tax$260,590 $(50,796)$209,794 $(197,571)$12,223 
Income tax expense(1)
6,963 3,307 10,270 7,771 18,041 
Depreciation and amortization69,427 31,139 100,566 12,566 113,132 
Interest expense, net4,011 6,193 10,204 72,301 82,505 
Special items:(2)
Net legal and professional expenses and settlements12 1,674 1,686 (1,973)(287)
Goodwill impairment— 54,885 54,885 — 54,885 
Restructuring and asset-related charges7,338 6,042 13,380 4,242 17,622 
Other facility closure, consolidation, and related costs and adjustments2,587 16,304 18,891 — 18,891 
M&A related costs736 — 736 9,016 9,752 
Net (gain) loss on sale of property and equipment(8,397)354 (8,043)(8,036)
Share-based compensation expense4,870 2,729 7,599 6,978 14,577 
Non-cash foreign exchange transaction/translation loss148 876 1,024 11,413 12,437 
Other special items4,600 1,618 6,218 (3,113)3,105 
Adjusted EBITDA from continuing operations$352,885 $74,325 $427,210 $(78,363)$348,847 
(1)Income tax expense in Corporate and unallocated costs includes the tax impact of U.S. Operations.
(2)For the definitions of the Special items listed above, refer to Note 14 - Segment Information of our financial statements included in this Form 10-K.

Year Ended December 31, 2021
(amounts in thousands)North AmericaEuropeTotal Operating SegmentsCorporate and Unallocated CostsTotal Consolidated
Income (loss) from continuing operations, net of tax$255,975 $66,596 $322,571 $(191,249)$131,322 
Income tax expense (benefit)(1)
5,704 16,980 22,684 (3,048)19,636 
Depreciation and amortization72,095 32,855 104,950 11,405 116,355 
Interest expense, net6,080 9,282 15,362 61,426 76,788 
Special items:(2)
Net legal and professional expenses and settlements1,450 563 2,013 13,585 15,598 
Restructuring and asset-related charges, net1,200 1,453 2,653 (97)2,556 
Other facility closure, consolidation, and related costs and adjustments— 2,326 2,326 — 2,326 
M&A related costs664 375 1,039 4,167 5,206 
Net loss (gain) on sale of property and equipment1,589 584 2,173 (87)2,086 
Loss on extinguishment of debt— 1,342 1,342 
Share-based compensation expense5,472 2,096 7,568 12,420 19,988 
Non-cash foreign exchange transaction/translation gain(51)(10,108)(10,159)(262)(10,421)
Other special items2,703 4,290 6,993 2,999 9,992 
Adjusted EBITDA from continuing operations$352,881 $127,292 $480,173 $(87,399)$392,774 
(1)Income tax benefit in Corporate and unallocated costs includes the tax impact of U.S. Operations.
(2)For the definitions of the Special items listed above, refer to Note 14 - Segment Information of our financial statements included in this Form 10-K.
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Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022
 Year Ended 
(amounts in thousands)December 31, 2023December 31, 2022 
Net revenues from external customers% Variance
North America$3,123,056 $3,259,353 (4.2)%
Europe1,181,278 1,284,455 (8.0) %
Total Consolidated$4,304,334 $4,543,808 (5.3) %
Percentage of total consolidated net revenues
North America72.6 %71.7 %
Europe27.4 %28.3 %
Total Consolidated100.0 %100.0 %
Adjusted EBITDA from continuing operations (1)
North America$382,189 $352,885 8.3  %
Europe81,455 74,325 9.6  %
Corporate and unallocated costs(83,205)(78,363)6.2  %
Total Consolidated$380,439 $348,847 9.1  %
Adjusted EBITDA from continuing operations as a percentage of segment net revenues
North America12.2 %10.8 %
Europe6.9 %5.8 %
Total Consolidated8.8 %7.7 %
(1)Adjusted EBITDA from continuing operations is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted EBITDA from continuing operations, see Note 14 - Segment Information of our financial statements included in this Form 10-K.
North America
Net revenues in North America decreased $136.3 million, or 4.2%, to $3,123.1 million in the year ended December 31, 2023 from $3,259.4 million in the year ended December 31, 2022. The decrease was primarily due to a decrease in Core Revenues of 4.0%. Core Revenues decreased due to an 8% unfavorable volume/mix driven by weakened market demand, partially offset by a 4% benefit from price realization.
Adjusted EBITDA from continuing operations in North America increased $29.3 million to $382.2 million, or 8.3%, in the year ended December 31, 2023 from $352.9 million in the year ended December 31, 2022. The increase was primarily due to favorable price/cost and positive productivity, partially offset by unfavorable volume/mix and higher SG&A. The increase in SG&A was primarily driven by increased performance-based variable compensation and the impact of inflation on labor expenses, partially offset by a reduction in bad debt expense due to improved collections. Additionally, a decrease in other income, net, was primarily driven by net pension expense in the current period compared to gains in the same period last year, partially offset by income recognized for a refund of deposits for antidumping duties and an ERC during the year ended December 31, 2023.
Europe
Net revenues in Europe decreased $103.2 million, or 8.0%, to $1,181.3 million in the year ended December 31, 2023 from $1,284.5 million in the year ended December 31, 2022. The decrease was primarily due to a decrease in Core Revenues of 9%. Core Revenues decreased due to unfavorable volume/mix of 15% primarily due to market softness across the region, partially offset by a 7% benefit from price realization.
Adjusted EBITDA from continuing operations in Europe increased $7.1 million, or 9.6%, to $81.5 million in the year ended December 31, 2023 from $74.3 million in the year ended December 31, 2022. The increase was primarily due to favorable productivity and positive price/cost, partially offset by unfavorable volume/mix.
Corporate and unallocated costs
Corporate and unallocated costs increased by $4.8 million, or 6.2%, to $83.2 million in the year ended December 31, 2023, from $78.4 million in the year ended December 31, 2022. The increase in cost is primarily due to losses on foreign exchange transactions in the current period compared to gains in the same period last year, and a reduction in the recovery of cost from interest received on impaired notes, partially offset by lower labor costs due to reduced headcount.
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Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021
 Year Ended 
(dollars in thousands)December 31, 2022December 31, 2021
Net revenues from external customers% Variance
North America$3,259,353 $2,829,240 15.2 %
Europe1,284,455 1,352,450 (5.0)%
Total Consolidated$4,543,808 $4,181,690 8.7 %
Percentage of total consolidated net revenues
North America71.7 %67.7 %
Europe28.3 %32.3 %
Total Consolidated100.0 %100.0 %
Adjusted EBITDA from continuing operations (1)
North America$352,885 $352,881 —  %
Europe74,325 127,292 (41.6) %
Corporate and Unallocated costs(78,363)(87,399)(10.3) %
Total Consolidated$348,847 $392,774 (11.2) %
Adjusted EBITDA from continuing operations as a percentage of segment net revenues
North America10.8 %12.5 %
Europe5.8 %9.4 %
Total Consolidated7.7 %9.4 %
(1)Adjusted EBITDA from continuing operations is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted EBITDA from continuing operations, see Note 14 - Segment Informationto our financial statements included in this Form 10-K.
North America
Net revenues in North America increased $430.1 million, or 15.2%, to $3,259.4 million in the year ended December 31, 2022 from $2,829.2 million in the year ended December 31, 2021. The increase was primarily due to an increase in Core Revenues of 15%. Core Revenues increased due to a 14% benefit from price realization mostly related to significant cost inflation, and positive volume/mix of 1%.
Adjusted EBITDA in North America remained relatively consistent at $352.9 million in the year ended December 31, 2022 from $352.9 million in the year ended December 31, 2021. While Adjusted EBITDA increased slightly primarily driven by improved volume/mix and productivity, the increase was offset by higher SG&A expenses.
Europe
Net revenues in Europe decreased $68.0 million, or 5.0%, to $1,284.5 million in the year ended December 31, 2022 from $1,352.5 million in the year ended December 31, 2021. The decrease was primarily due to a 12% adverse impact from foreign exchange, partially offset by an increase in Core Revenues of 7%. Core Revenues increased due to a 11% benefit from price realization mostly related to significant cost inflation, partially offset by lower volume/mix of 4%.
Adjusted EBITDA in Europe decreased $53.0 million, or 41.6%, to $74.3 million in the year ended December 31, 2022 from $127.3 million in the year ended December 31, 2021. The decrease was primarily due to lower volume/mix, higher SG&A expenses, and negative price/cost, partially offset by improved productivity.
Corporate and unallocated costs
Corporate and unallocated costs decreased in the year ended December 31, 2022 by $9.0 million, or 10.3%, compared to the year ended December 31, 2021 primarily due to the recovery of cost from interest received on impaired notes, a gain on foreign exchange transactions, reduced legal and professional fees, and insurance recoveries, partially offset by increased variable compensation and self-insurance costs in the current periods.
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Liquidity and Capital Resources
Overview
We have historically funded our operations through a combination of cash from operations, draws on our revolving credit facilities, and the issuance of non-revolving debt such as our Term Loan Facility and our Senior Notes. We place a strong emphasis on cash flow generation, which includes an operating discipline focused on working capital management. Working capital fluctuates throughout the year and is impacted by inflation, the seasonality of our sales, customer payment patterns, supply availability, and the translation of the balance sheets of our foreign operations into the U.S. dollar. Typically, working capital increases at the end of the first quarter and beginning of the second quarter in conjunction with, and in preparation for, the peak season for home construction and remodeling in our North America and Europe segments, and decreases starting in the fourth quarter as inventory levels and accounts receivable decline. Inventories fluctuate for raw materials that have long delivery lead times, as we work through prior shipments and take delivery of new orders.
As of December 31, 2023, we had total liquidity (a non-GAAP measure) of $750.6 million, consisting of $288.3 million in unrestricted cash, $462.3 million available for borrowing under the ABL Facility, compared to total liquidity of $575.2 million as of December 31, 2022 (on a continuing operations basis and excluding JW Australia). The increase in total liquidity was primarily due to both higher cash balances and lower borrowings on our ABL Facility at December 31, 2023 compared to December 31, 2022.
As of December 31, 2023, our cash balances, including $0.8 million of restricted cash, consisted of $72.9 million in the U.S. and $216.3 million in non-U.S. subsidiaries. The company repatriated $21.8 million and $132.8 million from non-U.S. subsidiaries during the year ended December 31, 2023 and December 31, 2022, respectively. The Company utilized cash repatriated from non-U.S. subsidiaries to repay a portion of the outstanding ABL Facility during the year ended December 31, 2022. Based on our current and forecasted level of operations and seasonality of our business, we believe that cash provided by operations and other sources of liquidity, including cash, cash equivalents, and availability under our revolving credit facilities, will provide adequate liquidity for ongoing operations, planned capital expenditures and other investments, and debt service requirements for at least the next twelve months.
    We may, from time to time, refinance, reprice, extend, retire, or otherwise modify our outstanding debt to lower our interest payments, reduce our debt, or otherwise improve our financial position. These actions may include repricing amendments, extensions, and/or opportunistic refinancing of debt. The amount of debt that may be refinanced, repriced, extended, retired, or otherwise modified, if any, will depend on market conditions, trading levels of our debt, our cash position, compliance with debt covenants, and other considerations.
We may, from time to time, seek to retire or purchase our outstanding debt through cash purchases and/or exchanges for equity or debt, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will be on such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Based on hypothetical variable rate debt that would have resulted from drawing each revolving credit facility up to the full commitment amount, a 100 basis point decrease in interest rates would have reduced our interest expense by $10.8 million in the year ended December 31, 2023. A 100 basis point increase in interest rates would have increased our interest expense by $10.8 million in the same period. In certain instances, the impact of a hypothetical decrease would have been partially mitigated by interest rate floors that apply to certain of our debt agreements.
Contractual Obligations
In addition to our discussion and analysis surrounding our liquidity and capital resources, we have significant contractual obligations and commitments as of December 31, 2023 relating to the following:
Long-term debt and interest obligations – As of December 31, 2023 our outstanding debt balance was $1,232.8 million. See Note 12- Long-Term Debt of our consolidated financial statements for additional details regarding the timing of expected future principal payments. Interest on long-term debt is calculated based on debt outstanding and interest rates in effect on December 31, 2023, taking into account scheduled maturities and amortization payments. As of December 31, 2023, we estimate interest payments of $72.9 million due in 2024 and $179.6 million due in 2025 and thereafter.
Finance and operating lease obligations – As of December 31, 2023, our remaining contractual commitments for finance and operating leases was $192.7 million. See Note 8 - Leases of our consolidated financial statements for additional details regarding the timing of expected future payments.
Purchase obligations – As of December 31, 2023, we have purchase obligations of $26.7 million due in 2024 and $28.1 million due in 2025 and thereafter. These purchase obligations are primarily relating to software hosting services and equipment purchase agreements. Purchase obligations are defined as purchase agreements that are enforceable and legally binding and that specify all significant terms, including quantity, price, and the approximate timing of the transaction.
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Borrowings and Refinancings
In July 2021, we refinanced our existing Term Loan Facility and ABL Facility by issuing replacement loans that aggregated to $550.0 million in principal amount under the Term Loan Facility and added $100.0 million in potential additional revolving loan capacity to our ABL Facility.
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.
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.
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 related to related conforming changes. Pursuant to the amendment, replacement term loans bear interest at SOFR plus a margin of 1.75% to 2.00% depending on JWI’s corporate credit ratings, compared to a margin of 2.00% to 2.25% under the previous amendment. All other material terms and conditions of the Term Loan Agreement were unchanged.
As of December 31, 2023, we were in compliance with the terms of all of our Credit Facilities and the indentures governing the Senior Notes.
Our results have been and will continue to be impacted by substantial changes in our net interest expense throughout the periods presented and into the future. See Note 12 - Long-Term Debt of our consolidated financial statements for additional details.
Cash Flows (1)
The following table summarizes the changes to our cash flows for the periods presented:
Year Ended
(amounts in thousands)December 31, 2023December 31, 2022December 31, 2021
Cash provided by (used in):
Operating activities$345,188 $30,337 $175,666 
Investing activities279,174 (67,030)(92,361)
Financing activities(563,157)(120,014)(401,209)
Effect of changes in exchange rates on cash and cash equivalents7,074 (19,315)(21,800)
Net change in cash and cash equivalents$68,279 $(176,022)$(339,704)
(1)Cash flow information is inclusive of cash flows from JW Australia as discontinued operations through the divestiture date of July 2, 2023.
Cash Flow from Operations
Net cash provided by operating activities increased $314.9 million to a $345.2 million source of cash in the year ended December 31, 2023 compared to a $30.3 million source of cash in the year ended December 31, 2022. The increase in cash provided by operating activities was primarily due to a $342.5 million improvement in net cash provided by our working capital accounts. Cash flow provided by Inventory was $193.1 million favorable compared to the year ended December 31, 2022, primarily driven by demand planning that drove lower inventory days on hand, which mitigated inflation on raw materials. Cash flow provided by Accounts receivable, net of $90.6 million was favorable in the year ended December 31, 2023 compared to the year ended December 31, 2022, which was primarily due to decreased sales, partially offset by slightly deteriorated days sales outstanding. Cash flow provided by Accounts payable was $58.8 million favorable compared to the year ended December 31, 2022, which was primarily due to lower raw material inflation on purchases in the current year as compared to prior year, partially offset by demand planning that drove moderated purchasing.
Net cash provided by operating activities decreased $145.3 million to a $30.3 million source of cash in the year ended December 31, 2022 compared to a $175.7 million source of cash in the year ended December 31, 2021. The decrease in cash provided by operating activities was primarily due to increased working capital and decreased earnings in the year ended December 31, 2022, partially offset by non-recurrence of legal settlements paid in 2021.
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Cash Flow from Investing Activities
Net cash provided by (used in) investing activities improved to a $279.2 million source of cash in the year ended December 31, 2023 compared to a $67.0 million use of cash in the year ended December 31, 2022, primarily driven by $365.6 million in net proceeds (payments) related to the sale of JW Australia, partially offset by an increase in capital expenditures of $18.7 million and a decrease in cash received from the recovery of cost from interest received on impaired notes of $10.4 million.
Net cash used in investing activities decreased $25.3 million to a $67.0 million use of cash in the year ended December 31, 2022 compared to a $92.4 million use of cash in the year ended December 31, 2021 primarily due to cash received from the recovery of cost from interest received on impaired notes of $14.0 million, an increase in cash received from the sale of property and equipment, and a reduction in capital expenditures.
Cash Flow from Financing Activities
Net cash used in financing activities increased $443.1 million to $563.2 million in the year ended December 31, 2023 compared to $120.0 million in the year ended December 31, 2022, primarily due to net debt payments and payments of debt extinguishment costs of $561.3 million in the year ended December 31, 2023 compared to net debt borrowings of $12.7 million in the year ended December 31, 2022, partially offset by the non-recurrence of repurchases of our Common Stock of $132.0 million in the year ended December 31, 2022.
Net cash used in financing activities decreased $281.2 million to $120.0 million in the year ended December 31, 2022 compared to $401.2 million in the year ended December 31, 2021, primarily due to a decrease of $191.7 million in repurchases of our Common Stock and net debt borrowings of $12.7 million in the year ended December 31, 2022, compared to net debt payments and payments of debt extinguishment cost of $86.1 million in the year ended December 31, 2021.
Holding Company Status
We are a holding company that conducts all of our operations through subsidiaries, and we rely on dividends or advances from our subsidiaries to fund the holding company. The majority of our operating income is derived from JWI, our main operating subsidiary. The ability of our subsidiaries to pay dividends to us is subject to applicable local law and may be limited due to the terms of other contractual arrangements, including our Credit Facilities and Senior Notes.
The amount of our consolidated net assets that were available to be distributed under our Credit Facilities as of December 31, 2023 was $889.6 million.
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Critical Accounting Policies and Estimates
The following disclosure is provided to supplement the description of our accounting policies contained in Note 1 - Description of Company and Summary of Significant Accounting Policies of our consolidated financial statements. Our MD&A is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which may differ from these estimates. The following discussion highlights the estimates we believe are critical and should be read in conjunction with the consolidated financial statements included in Part II, Item 8 of this Form 10-K.
Acquisitions
We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. If the fair value of the acquired assets exceeds the purchase price the difference is recorded as a bargain purchase in other income, net. Such valuations require us to make significant estimates and assumptions, especially with respect to intangible assets. As a result, during the measurement period, which may be up to one year from the acquisition date, material adjustments must be reflected in the comparative consolidated financial statements in the period in which the adjustment amount is determined. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. Newly acquired entities are included in our results from the date of their respective acquisitions.
Recoverability of Long-Lived and Intangible Assets
Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of such asset groups may not be recoverable. Such events or circumstances include, but are not limited to, a significant decrease in the fair value of the underlying business or a change in utilization of property and equipment.
We group assets to test for impairment at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the assets.
When a triggering event is identified, we perform an impairment test by reviewing the expected undiscounted cash flows generated from the anticipated use and eventual disposition of the asset group compared to the carrying value of the asset group. If the expected undiscounted cash flows are less than the carrying value of the asset group, then we recognize an impairment loss, and the carrying amount of the asset is adjusted to fair value based on the discounted estimated future net cash flows. For depreciable long-lived assets and an amortizable intangible asset, the new cost basis will be amortized over the remaining useful life of the asset. Our impairment loss calculations require management to apply judgments in estimating future cash flows to determine asset fair values, including forecasting useful lives of the assets.
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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. If we do not perform a qualitative assessment, or if we determine that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, we perform a quantitative goodwill impairment test. Prior to 2023, the estimated fair values of reporting units were derived using only an income approach (implied fair value measured on a non-recurring basis using level 3 inputs). Beginning in 2023, the estimated fair values of our reporting units were derived using a combination of income and market approaches, both of which yielded substantially equivalent indications of fair value. Absent an indication of fair value from a potential buyer or similar specific transactions, we believe that the use of these methods provides a reasonable estimate of a reporting unit’s fair value. Fair value computed by these models is arrived at using a number of factors and inputs. There are inherent uncertainties, however, related to fair value models, the inputs, factors and our judgment in applying them to this analysis. Nonetheless, we believe that the combination of these methods provides a reasonable approach to estimate the fair values of our reporting units.
Under the income approach, the fair value of a reporting unit is based on a discounted cash flow analysis of management's short-term and long-term forecast of operating performance. This analysis contains significant assumptions and estimates including revenue growth rates, expected EBITDA margins, discount rates, capital expenditures, and terminal growth rates. Changes in assumptions or estimates used in our goodwill impairment testing could materially affect the determination of the fair value of a reporting unit, and therefore, could eliminate the excess of fair value over carrying amount of a reporting unit and, in some cases, could result in impairment. Such changes in assumptions could be caused by items such as a loss of one or more significant customers, decline in the demand for our products due to changing economic conditions, or failure to control cost increases above what can be recouped in sale price increases. These types of changes would negatively affect our profits, revenues, and growth over the long term and such a decline could significantly affect the fair value assessment of our reporting units and cause our goodwill to become impaired.
During the year ended 2022, we identified three reporting units for the purpose of conducting our goodwill impairment assessment: North America, Europe and Australasia. After the divestiture of our Australasia reporting unit in the third quarter of 2023, we 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.
We performed our annual impairment assessment during the fourth quarter of 2023 using a quantitative analysis for our North America and Europe reporting units. No indication of goodwill impairment was identified. We determined that the fair value of our North America reporting unit would have to decline significantly to be considered for potential impairment. We determined the fair value of our Europe reporting unit would have to decline by approximately 3% to be considered for potential impairment. Keeping all other assumptions consistent, an increase in the discount rate of 1% would result in the carrying amount exceeding fair value by approximately 1% for our Europe reporting unit.
As further described below, we recorded an impairment of goodwill for our Europe reporting unit during the third quarter of 2022. Following this partial impairment, the reporting unit’s carrying amount equaled the fair value. We believe that our Europe reporting unit is at risk of impairment in the near term if the reporting unit’s operating performance does not improve in line with management’s expectations, or if there is a change in the long-term outlook for the business or in other factors, such as the discount rate. The current goodwill impairment analysis for our Europe reporting unit incorporates mid-to-low market outlook growth assumptions and realization of certain improvement plans.
During the quarter ended September 24, 2022, management identified various qualitative and quantitative factors which collectively indicated a triggering event had occurred within our North America and Europe reporting units. These factors included the macroeconomic environment in each region including increasing interest rates, persistent inflation, and operational inefficiencies attributable to ongoing global supply chain disruptions, the continuing geopolitical environment in Europe associated with the conflict between Russia in Ukraine, and foreign exchange fluctuations. These factors have negatively impacted our business performance. Based upon the results of our interim impairment analysis, we concluded that the carrying amount of our Europe reporting unit exceeded its fair value, and we recorded a goodwill impairment charge of $54.9 million, representing a partial impairment of goodwill assigned to the Europe reporting unit. In addition, we determined that our North America reporting unit was not impaired.
We performed our annual impairment assessment during the fourth quarter of 2022 and 2021 using a quantitative analysis for each of our reporting units. No indication of goodwill impairment was identified.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate both the positive and negative evidence that is relevant in assessing whether we will realize the deferred tax assets. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not
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be realized. This projected realization is directly related to our future projections of the performance of our business and
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management’s planning initiatives at any point in time. As a result, valuation allowances are subject to change as proven business trends and planning initiatives develop.
    The Tax Act passed in December 2017 continues to have significant effects on our financial statements primarily through Treasury regulations, whether proposed or final, which continue to be issued in relation to specific provisions of the Tax Act. In accordance with Staff Accounting Bulletin No.118 issued by the SEC in December 2017 immediately following the passage of the Tax Act, we made provisional estimates for certain direct and indirect effects of the Tax Act based on information available to us for the year ended December 31, 2017. In the fourth quarter of 2018, we completed our accounting for the enactment-date income tax effects of the Tax Act and recorded any adjustments as a component of income tax expense from continuing operations. The Tax Act subjects a U.S. shareholder to current tax on GILTI earned by certain foreign subsidiaries. We have elected to account for the impact of GILTI in the period in which it is incurred.
    The tax effects from an uncertain tax position can be recognized in the consolidated financial statements only if the position is more likely than not to be sustained, based on the technical merits of the position and the jurisdiction. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit and the tax related to the position would be due to the entity and not the owners. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized, upon ultimate settlement with the relevant tax authority. We apply this accounting standard to all tax positions for which the statute of limitations remains open. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.
    We file a consolidated federal income tax return in the U.S. and various states. For financial statement purposes, we calculate the provision for federal income taxes using the separate return method. Certain subsidiaries file separate tax returns in certain countries and states. Any U.S. federal, state and foreign income taxes refundable and payable are reported in other current assets and other current liabilities in the consolidated balance sheets as of December 31, 20202023 and December 31, 2019.2022. We record interest and penalties on amounts due to tax authorities as a component of income tax expense in the consolidated statements of operations. We have elected to account for the impact of GILTI in the period in which it is incurred.
The Company continues to monitor and evaluate legislative developments related to the Global Anti-Base Erosion Proposal (“GloBE”) established by the Organization of Economic Cooperation and Development’s (“OECD”) Pillar Two framework. Several countries in which the Company’s subsidiaries operate have adopted those rules into legislation. The Company continues to evaluate impacts as further guidance is released.
Contingent Liabilities
Contingent liabilities require significant judgment in estimating potential losses for legal and environmental claims. Each quarter, we review significant new claims and litigation for the probability of an adverse outcome. Estimates are recorded as liabilities when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. Disclosure is required when there is a reasonable possibility that the ultimate loss will materially exceed the recorded provision. Contingent liabilities are often resolved over long time periods. Estimating probable losses requires analysis of multiple forecasts that often depend on judgments about potential actions by third parties such as regulators, and the estimated loss can change materially as individual claims develop.
Share-based Compensation Plan
We have share-based compensation plans that provide for compensation to employees through various grants of share-based instruments. We apply the fair value method of accounting using the Black-Scholes option pricingoption-pricing model to determine the compensation expense for stock appreciation rights.options. The compensation expense for RSURSUs awarded is based on the fair value of the RSU at the date of grant. Compensation expense is recorded in the consolidated statements of operations and is recognized over the requisite service period. The determination of obligations and compensation expense requires the use of several mathematical and judgmental factors, including stock price, expected volatility, the anticipated life of the option, estimated risk-free rate, and the number of shares or share options expected to vest. Any difference in the number of shares or share options that actually vest can affect future compensation expense. Other assumptions are not revised after the original estimate. For stock options granted, we prepare the valuations with the assistance of a third-party valuation firm, utilizing approaches and methodologies consistent with the AICPA Practice Aid.
The Black-Scholes option-pricing model requires the use of weighted average assumptions for estimated expected volatility, estimated expected term of stock options, risk-free rate, estimated expected dividend yield, and the fair value of the underlying common stock at the date of grant. We estimate the expected term of all stock options based on previous history of exercises. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the stock option. The expected dividend yield rate is 0% which is consistent with the expected dividends to be paid on common stock.
TheFor 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 yearthree-year performance period and is adjusted based upon a market condition measured by our relative total shareholder return (“TSR”) over the applicable three yearthree-year performance period as compared to the TSR of the Russell 3000 index. For PSUs issued in 2021 and thereafter, the number of PSUs that vest is determined by a payout factor consisting of equally weighted pre-set three-year performance targets on return on invested capital (“ROIC”) and TSR. The fair value of the award is estimated using a Monte Carlo simulation approach in a risk-neutral framework to model future stock price movements based on historical volatility, risk free rates of return, and correlation matrix.
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We estimate forfeitures based on our historical analysis of actual stock option forfeitures. Actual forfeitures are recorded when incurred and estimated forfeitures are reviewed and adjusted at least annually.
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Employee Retirement and Pension Benefits
The obligations under our defined benefit pension plans are calculated using actuarial models and methods. The most critical assumption and estimate used in the actuarial calculations is the discount rate for determining the current value of benefit obligations. Other assumptions and estimates used in determining benefit obligations and plan expenses include expected return on plan assets, inflation rates, and demographic factors such as retirement age, mortality, and turnover. These assumptions and estimates are evaluated periodically and are updated accordingly to reflect our actual experience and expectations.
The discount rate used to determine the benefit obligations was computed through a projected benefit cash flow model. This approach determines the discount rate as the rate that equates the present value of the cash flows (determined using that single rate) to the present value of the cash flows where each cash flows' present value is determined using the spot rates from the Willis Towers WatsonWTW RATE: Link 10:90 Yield Curve.
The discount rate utilized to calculate the projected benefit obligation at the measurement date for our U.S. pension plan decreased to 2.55%5.05% at December 31, 20202023 from 3.31%5.39% at December 31, 2019. As the discount rate is reduced or increased, the pension and post retirement obligation would increase or decrease, respectively, and future pension and post-retirement expense would increase or decrease, respectively.2022. Lowering the discount rate by 0.25% would increase the U.S. pension and post-retirement obligation at December 31, 20202023 by approximately $16.4$7.2 million and would increasedecrease estimated fiscal year 20212024 pension expense by approximately $1.7$0.1 million. Increasing the discount rate by 0.25% would decrease the U.S. pension and post-retirement obligation at December 31, 20202023 by approximately $15.6$6.9 million and would decreaseincrease estimated fiscal year 20212024 pension expense by approximately $1.7$0.3 million.
We determine the expected long-term rate of return on plan assets based on the plan assets’ historical long-term investment performance, current asset allocation, and estimates of future long-term returns by asset class. Holding all other assumptions constant, a 1% increase or decrease in the assumed rate of return on plan assets would have decreaseddecrease or increased,increase, respectively, 20202024 net periodic pension expense by approximately $3.9$2.7 million.
The actuarial assumptions we use in determining our pension benefits may differ materially from actual results because of changing market and economic conditions, higher or lower withdrawal rates, or longer or shorter life spans of participants. While we believe that the assumptions used are appropriate, differences in actual experience or changes in assumptions might materially affect our financial position or results of operations.
Capital Expenditures
We expect that the majority of our capital expenditures will be focused on supporting our cost reduction and efficiency improvement projects certain growth initiatives, and to a lesser extent, on sustaining our current manufacturing operations. We are subject to health, safety, and environmental regulations that may require us to make capital expenditures to ensure our facilities are compliant with those various regulations.
Item 7A - Quantitative and Qualitative Disclosures About Market Risk
    We are exposed to various types of market risks, including the effects of adverse fluctuationsrisk that our earnings, cash flows and equity could be adversely impacted by changes in foreign currency exchange rates, adverse changes in interest rates and adverse movements in commodity prices for products we use in our manufacturing. To reduce our exposure to these risks, weprices. We maintain risk management controls and policies to monitor these risks and take appropriate actionsrisk mitigation actions. We use certain derivative instruments, when available on a cost-effective basis, to attempt to mitigate such formshedge our underlying economic exposures. For additional information on our financial instruments and hedging strategies, See Note 23 – Derivative Financial Instruments of market risk.our consolidated financial statements for the year ended December 31, 2023 included elsewhere in this Form 10-K.
Exchange Rate Risk
    We have global operations and therefore enter into transactions denominated in various foreign currencies. To mitigate cross-currency transaction risk, we analyze significant forecast exposures where we expect receipts or payments in a currency other than the functional currency of our operations, and from time to time we may strategically enter into short-term foreign currency forward contracts to lock in some or all of the cash flows associated with these transactions. In most of thesethe countries in which we operate, the exposure to foreign currency movements is limited because the operating revenues and expenses of our business units are substantially denominated in the local currency. We also are subject to currency translation risk associated with converting our foreign operations’ financial statements into U.S. dollars. The exchange rates used to translate our foreign subsidiaries’ financial results for the year ended December 31, 2023 compared to the year ended December 31, 2022 reflected, on average, the U.S. dollar strengthened against the Canadian dollar 4% and weakened against the Euro by 3%, respectively. Exchange rates had a nominal impact on our consolidated net revenues and Adjusted EBITDA from continuing operations, respectively, in the year ended December 31, 2023 as compared to an adverse impact of (4%) and of (3%) on our consolidated net revenues and Adjusted EBITDA from continuing operations, respectively, in the year ended December 31, 2022.
We cannot be certain that fluctuations in foreign currency exchange rates, particularly the strengthening of the U.S. dollar against major currencies, such as the Euro, the Canadian dollar, the British pound, or the currencies of large developing countries, would not materially adversely affect our business, financial condition, and results of operations.
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We use short-term foreign currency forward contracts to mitigate the impact of foreign exchange fluctuations on consolidated earnings. We useAs of December 31, 2023, we held foreign currency derivative contracts, with a total notional amount of $96.6$95.9 million as of December 31, 2020, in order to manage the effect of exchange fluctuations on forecasted sales, purchases, acquisitions, inventory and capital expenditures and certain intercompany transactions that are denominated in foreign currencies. We usehave foreign currency derivative contracts, with a total notional amount of $23.7$140.1 million, to hedgemanage the effectsrisks of translationforeign currency gains and losses on intercompany loans and
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interest. We also useused foreign currency derivative contracts, with a total notional amount of $55.7$28.9 million as of December 31, 2023, 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 do not use derivative financial instruments for trading or speculative purposes.
    By using derivative financial instruments to hedge exposures to foreign currency fluctuations, we are exposed to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us. When the fair value of a derivative contract is negative, we owe the counterparty and, therefore, we are not exposed to the counterparty’s credit risk in those circumstances. We attempt to minimize counterparty credit risk in derivative instruments by entering into transactions with high-quality counterparties whose credit rating is at least upper-medium investment grade. Our derivative instruments do not contain credit risk related contingent features.
Interest Rate Risk
    We are exposed to interest rate market risk in connection with our long-term debt, some of which is based upon floating interest rates. To manage our interest rate risk, we may enter into interest rate derivatives, such as interest rate swaps, caps, or capscollars when we deem it to be appropriate. We do not use derivative financial instruments for trading or other speculative purposes and are not a party to any leveraged derivative instruments. Our net exposure to interest rate risk would primarily be based on the difference between outstanding variable rate debt and the notional amount of any interest rate derivatives that are in-the-money.derivatives. We assess interest rate risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. We maintain risk management control systems to monitor interest rate risk attributable to both our outstanding and forecasted debt obligations, as well as any offsetting hedge positions. The risk management control systems involveinvolving the use of analytical techniques including cash flow sensitivity analysis, to estimatedetermine the expectedpotential impact of changes in interest rates on our future cash flows.
    The U.K.’s Financial Conduct Authority has announced the intent to phase out the use of LIBOR by the end of 2021. In November 30, 2020, the ICE Benchmark Administration Limited (IBA) announced a consultation on its intention to cease the publication of the one-week and two-month USD LIBOR tenors immediately following the LIBOR publication on December 31, 2021, and the remaining USD LIBOR tenors immediately following the LIBOR publication on June 30, 2023. Prior to LIBOR being discontinued, we will need to renegotiate the terms of certain of our credit agreements and derivative contracts which reference LIBOR as a benchmark in determining the interest rate. As a result, we may incur incremental interest expense depending on the new standard determined. We have elected certain optional expedients provided by ASC Topic 848 Reference Rate Reform in order to mitigate the risk of dedesignation of our hedged interest rate swaps, which could result in an increase involatility on future interest expense. At this time, we have elected to continue the method of assessing effectiveness as documented in the original hedge documentation and apply the practical expedients related to probability to assume that the reference rate on the hypothetical derivative matches the reference rate on the hedging instrument. We plan to evaluate the remaining expedients for adoption, as applicable, when contracts are modified. The potential effect of any such event on our cost of capital cannot yet be determined and we are still assessing the impact on our consolidated financial condition, results of operations, and cash flows.payments.
Raw Materials Risk
    Our major raw materials include wood, wood composites, wood components, steel, glass, internally produced door skins, fiberglass compound, hardware, petroleum-based products such as resin and binders, as well as aluminum and vinyl extrusions, aluminum, steel, wood, hardware, adhesives, and packaging.extrusions. Prices of these commoditiesmaterials can fluctuate significantly in response to, among other things, variable worldwide supply and demand across different industries, speculation in commodities futures, general economic or environmental conditions, labor costs, competition, import duties, tariffs, worldwide currency fluctuations, freight, regulatory costs, and product and process evolutions that impact demand for the same materials. Increasing raw material prices directly impact our cost of sales and our ability to maintain margins depends on implementing price increases in response to increasing raw material costs. The market for our products may or may not accept price increases, and as such, there is no assurance that we can maintain margins in an environment of rising commodity prices. See Item 1A- Risk Factors - Prices and availability of the raw materials we use to manufacture our products are subject to fluctuations and we may be unable to pass along to our customers the effects of any price increases.
    We have not historically used derivatives or similar instruments to hedge commodity price fluctuations.    We purchase from multiple geographically diverse companies to mitigate the adverse impact of higher prices for our raw materials. Also, from time to time, we enter into derivatives to hedge commodity price fluctuations that are immaterial to the consolidated financial statements. For more information about our derivative asset and liabilities, refer to Note 23 - Derivative Financial Instruments of our audited consolidated financial statements included in this Form 10-K. We also maintain other strategies to mitigate the impact of higher raw material, energy, and commodity costs, which typically offset only a portion of the adverse impact.
Item 8 - Financial Statements and Supplementary Data
    See Index to Consolidated Financial Statements beginning on page F-1 of the Form 10-K.
Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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None.
Item 9A - Controls and Procedures
Disclosure Controls and Procedures
    The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), which are designed to ensure that information required to be disclosed by
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the Company in reports that it files or submits under the Exchange Act, including this Report, are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer (“CEO”) and principal financial officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure.
The Company’s management, including the Company’s CEO and CFO, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Report and, based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2020.2023.
Management’s Report on Internal Control over Financial Reporting
    The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).
    The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s CEO and CFO, of the effectiveness of the Company’s internal control over financial reporting. The Company’s management used the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) to perform this evaluation. Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2020.2023.
    The effectiveness of our internal control over financial reporting as of December 31, 20202023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing under Item 8- Financial Statements and Supplementary Data.
Remediation of Material Weaknesses
As previously reported in our Annual Report on Form 10-K for the year ended December 31, 2019, we identified material weaknesses in our internal control over financial reporting, including that we did not maintain a sufficient complement of personnel in our Europe operations with the appropriate level of knowledge, experience and training in internal control over financial reporting commensurate with our financial reporting requirements to allow for the consistent execution of control activities. Further, monitoring controls maintained at the Europe operations and corporate levels did not operate with a sufficient degree of precision to provide for the appropriate level of oversight of activities related to our internal control over financial reporting. These material weaknesses contributed to the following additional material weaknesses in that we did not design and maintain effective controls within certain of our Europe operations related to the review and approval of customer pricing, the review and approval of manual journal entries, and the reconciliation of subsidiary ledger financial information used in the consolidated financial statements. Specifically, we did not design and maintain controls to ensure (i) the review and approval of the initial set-up, and subsequent changes/modifications, of customer pricing related to revenue arrangements; (ii) that journal entries were properly prepared with sufficient supporting documentation, were reviewed and approved to ensure accuracy and completeness of the journal entries, and were reviewed by an appropriate individual separate from the preparer of such journal entry; and (iii) the subsidiary financial information used in the preparation of the consolidated financial statements agreed to the financial information recorded in the subsidiary ledger, and to the extent there were differences, that they were appropriately validated.
As of June 27, 2020, we concluded that the enhancements to the design of our control activities related to the reconciliation of subsidiary ledger financial information used in the consolidated financial statements were satisfactorily implemented and had operated effectively for a sufficient time. Therefore, we concluded the material weakness was remediated as of June 27, 2020.
As of December 31, 2020, management concluded that each of the remaining previously identified material weaknesses had been remediated as a result of actions taken by us implementing new controls and procedures that were part of our remediation plan. These actions included:
Enhancing and supplementing the finance team in Europe by increasing the number of roles, reassigning responsibilities, and adding additional resources with an appropriate level of knowledge and experience in internal control over financial reporting commensurate with the financial reporting complexities of the organization;
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Enhancement of the onboarding process for finance team personnel in Europe to ensure familiarity with policies and internal control over financial reporting;
Enhancing the tone and increasing the frequency of communications from executive management to employees on the importance of internal control over financial reporting;
Evaluating corporate and segment monitoring controls to ensure they are designed and operating at the appropriate level of precision required to support risk mitigation;
Implementing enhancements to the design of our customer pricing controls in Europe;
Implementing enhancements to the design of our journal entry controls in Europe;
Implementing enhancements to the close processes which includes the centralization of certain tasks and the development of manuals and standardized templates to enhance the evidence supporting the local teams’ execution of internal control over financial reporting.
Strengthening procedures and setting guidelines for documentation of controls throughout our domestic and international locations for consistency of application; and
Instituting additional training programs that occur on a regular basis related to internal control over financial reporting, monitoring controls, complex accounting topics, account reconciliations, and journal entry controls for our world-wide finance and accounting personnel.
Changes in Internal Control over Financial Reporting
As of December 31, 2020, management remediated the material weaknesses previously reportedThere were no changes in our Annual Report on Form 10-K for the year ended December 31, 2019 as outlined above. Except for certain changes related to the review and approval of customer pricing in Europe, the changes related to the remediation of the previously reported material weaknesses processes have not materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Therefore,reporting (as defined in accordance with Rule 13a-15(d) ofRules 13a-15(f) and 15d-15(f) under the Exchange Act, management, withAct) that occurred during the participation of our CEO and CFO, determinedCompany’s most recently completed quarter ended December 31, 2023 that elements of the changes to the review and approval of customer pricing in Europe have materially affected, or are reasonably likely to materially affect, ourthe Company’s internal control over financial reporting during the Company’s most recently completed quarter ended December 31, 2020.reporting.
Item 9B - Other Information
None.(c) During the year ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 9C - Disclosures Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.

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PART III
Item 10 - Directors, Executive Officers and Corporate Governance
The information required by this item with respect to our executive officers appears in Part I of this Form 10-K under the heading, “Executive Officers of the Registrant”. The other information required by this item is incorporated by reference to the Company’s definitive Proxy Statement for its 20212024 Annual Meeting of Stockholders to be held on April 29, 2021,25, 2024, which will be filed with the SEC within 120 days of the Company’s fiscal year end covered by this Form 10-K (“Proxy Statement”).
Item 11 - Executive Compensation
    The information required by this item is incorporated by reference to the Proxy Statement.Statement, except as to information required pursuant to Item 402(v) of SEC Regulation S-K relating to pay versus performance.
Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Equity Compensation Plan Information
    The following table sets forth information with respect to shares of our common stockCommon Stock that may be issued under our existing equity compensation plans, as of December 31, 2020:2023:
(a)(b)(c)
(a)(b)(c)
Plan CategoryPlan CategoryNumber of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights
Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights(1)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))Plan CategoryNumber of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights
Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights(1)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by security holdersEquity compensation plans approved by security holders
5,163,091(2)
$20.41
3,120,289(3)
Equity compensation plans approved by security holders
3,935,257(2)
$20.42
3,428,568(3)
Equity compensation plans not approved by security holdersEquity compensation plans not approved by security holdersEquity compensation plans not approved by security holders
TotalTotal5,163,091$20.413,120,289Total3,935,257$20.423,428,568

(1)Excludes RSUs and PSUs, which have no exercise price.

(2)Consists of shares underlying 2,631,8311,452,819 stock options, 1,786,7972,224,642 RSUs, and 744,463257,796 PSUs outstanding under the 2011 Stock Incentive Plan and 2017 Omnibus Equity Plan.

(3)Number of securities remaining for future issuances includes only shares available under the 2017 Omnibus Equity Plan.

    The other information required by this item is incorporated by reference to the Proxy Statement.
Item 13 - Certain Relationships and Related Transactions, and Director Independence
    The information required by this item is incorporated by reference to the Proxy Statement.
Item 14 - Principal Accounting Fees and Services
    The information required by this item is incorporated by reference to the Proxy Statement.
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PART IV
Item 15 - Exhibits and Financial Statement Schedules
1. Financial Statements
The financial statements are set forth under Item 8-8 - Financial Statements and Supplementary Data of this Form 10-K.
2. Financial Statement Schedules
The followingAll financial statement schedules are attached to this report.
    Schedule I - Condensed Financial Information of the Registrant
All otherstatements and schedules are omitted because they are not applicable, not required, or the information is included in the financial statements or the notes thereto.
3. Exhibits
The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this Form 10-K and such Exhibit Index is incorporated herein by reference.
Exhibit No.Exhibit DescriptionFormFile No.ExhibitFiling Date
3.18-K001-38000 3.1May 13, 2020
3.28-K001-380003.2May 13, 2020
4.1*
4.2S-1/A333-2117614.1January 5, 2017
4.310-K001-380004.2March 3, 2017
4.4S-1333-2215384.3May 15, 2017
4.5S-1333-2215384.4November 13, 2017
4.68-K001-380004.1December 14, 2017
4.78-K001-380004.1December 27, 2018
4.810-Q001-380004.2November 3, 2020
4.9*
4.108-K001-380004.1May 5, 2020
Exhibit No.Exhibit DescriptionFormFile No.ExhibitFiling Date
3.18-K001-38000 3.1May 4, 2022
3.28-K001-380003.1February 9, 2024
4.110-K001-380004.1February 22, 2022
4.28-K001-380004.1December 14, 2017
4.38-K001-380004.1December 27, 2018
4.410-Q001-380004.2November 3, 2020
4.510-K001-380004.9February 23, 2021
4.68-K001-380004.1May 5, 2020
4.710-Q001-380004.1November 3, 2020
4.810-K001-380004.12February 23, 2021
4.98-K001-380004.2May 5, 2020
4.1010-Q001-380004.3November 3, 2020
4.1110-Q001-380004.4November 3, 2020
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Exhibit No.Exhibit DescriptionFormFile No.ExhibitFiling Date
4.1110-Q001-380004.1November 3, 2020
4.12*
4.138-K001-380004.2May 5, 2020
4.1410-Q001-380004.3November 3, 2020
4.1510-Q001-380004.4November 3, 2020
10.1S-1333-21176110.1June 1, 2016
10.2S-1333-21176110.1.1June 1, 2016
10.3S-1/A333-21176110.1.2November 17, 2016
10.48-K001-3800010.1December 15, 2017
10.58-K001-3800010.1December 27, 2018
10.68-K001-3800010.1January 6, 2020
10.7S-1333-21176110.2June 1, 2016
10.8S-1333-21176110.2.1June 1, 2016
10.9S-1/A333-21176110.2.2November 17, 2016
10.108-K001-3800010.1March 8, 2017
Exhibit No.Exhibit DescriptionFormFile No.ExhibitFiling Date
10.1S-1333-21176110.1June 1, 2016
10.2S-1333-21176110.1.1June 1, 2016
10.3S-1/A333-21176110.1.2November 17, 2016
10.48-K001-3800010.1December 15, 2017
10.58-K001-3800010.1December 27, 2018
10.68-K001-3800010.1January 6, 2020
10.710-Q001-3800010.2August 2, 2021
10.88-K001-3800010.1June 16, 2023
10.9S-1333-21176110.2June 1, 2016
10.10S-1333-21176110.2.1June 1, 2016
10.11S-1/A333-21176110.2.2November 17, 2016
10.128-K001-3800010.1March 8, 2017
10.138-K001-3800010.2December 15, 2017
10.148-K001-3800010.1September 20, 2019
10.1510-Q001-3800010.3August 2, 2021
10.168-K001-3800010.2June 16, 2023
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Exhibit No.Exhibit DescriptionFormFile No.ExhibitFiling Date
10.118-K001-3800010.2December 15, 2017
10.128-K001-3800010.1September 20, 2019
10.13S-1/A333-21176110.3December 16, 2016
10.14S-1/A333-21176110.3.1December 16, 2016
10.15S-1/A333-21176110.3.2December 16, 2016
10.16S-1/A333-21176110.3.3December 16, 2016
10.17S-1/A333-21176110.4December 16, 2016
10.18S-1/A333-21176110.4.1December 16, 2016
10.19S-1/A333-21176110.4.2December 16, 2016
10.20+10-Q001-3800010.14May 12, 2017
10.21+S-1/A333-21176110.7December 16, 2016
10.22+S-1/A333-21176110.8December 16, 2016
10.23+S-1/A333-21176110.9December 16, 2016
10.26+S-1/A333-21176110.17January 5, 2017
10.27+S-1/A333-21176110.18January 5, 2017
10.28+10-K001-3800010.37March 6, 2018
10.29+S-1/A333-21176110.19January 5, 2017
10.30+10-K001-3800010.38March 6, 2018
10.31+10-K001-3800010.39March 6, 2018
10.32+S-1/A333-21176110.20January 5, 2017
10.33+10-K001-3800010.36March 6, 2018
10.34+S-1333-21176110.25June 1, 2016
10.35+10-Q001-3800010.1August 5, 2020
10.37+10-K001-3800010.40March 1, 2019
10.3810-K001-3800010.38February 24, 2020
21.1*
Exhibit No.Exhibit DescriptionFormFile No.ExhibitFiling Date
10.178-K001-3800010.1January 19, 2024
10.188-K001-380002.1April 18, 2023
10.19+10-Q001-3800010.14May 12, 2017
10.20+S-1/A333-21176110.7December 16, 2016
10.21+S-1/A333-21176110.8December 16, 2016
10.22+10-K001-3800010.18February 22, 2022
10.23+10-Q001-3800010.2April 30, 2021
10.24+10-K001-3800010.20February 22, 2022
10.25+10-K001-3800010.21February 22, 2022
10.26*+
10.27*+
10.28*+
10.29*+
10.30+S-1333-21176110.25June 1, 2016
10.31+10-Q001-3800010.1September 24, 2022
10.32+10-Q001-3800010.2September 24, 2022
10.33+10-Q001-3800010.1August 5, 2020
10.348-K001-3800010.1February 18, 2022
19.1*
21.1*
22.110-K001-3800022.1February 22, 2022
23.1*
24.1*
31.1*
31.2*
32.1*
97.1*
101.INS*Inline XBRL Instance Document.
101.SCH*Inline XBRL Taxonomy Extension Schema Document.
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
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Exhibit No.Exhibit DescriptionFormFile No.ExhibitFiling Date
22.1*
23.1*
24.1*
31.1*
31.2*
32.1*
101.INS*Inline XBRL Instance Document.
101.SCH*Inline XBRL Taxonomy Extension Schema Document.
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
*Filed herewith.
+Indicates management contract or compensatory plan.

Item 16 - Form 10-K Summary
    None.

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SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
JELD-WEN HOLDING, INC.
(Registrant)
By:/s/ John LinkerJulie Albrecht
John Linker Julie Albrecht
Executive Vice President and Chief Financial Officer

Date: February 23, 202120, 2024

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

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

SignatureTitleDate
/s/ Gary S. MichelWilliam ChristensenPresident, Chief Executive Officer and Director (Principal
(Principal
Executive Officer)
February 23, 2021
Gary S. Michel
/s/ John LinkerChief Financial Officer (Principal Financial Officer)February 23, 2021
John Linker
/s/ Scott ViningChief Accounting Officer (Principal Accounting Officer)February 23, 2021
Scott Vining
/s/ Matthew RossChairmanFebruary 23, 2021
Matthew Ross
/s/ Roderick C. WendtVice ChairmanFebruary 23, 2021
Roderick C. Wendt
/s/ William BanholzerDirectorFebruary 23, 202120, 2024
William BanholzerJ. Christensen
/s/ Martha ByorumJulie AlbrechtDirectorChief Financial Officer
(Principal Financial Officer)
February 23, 202120, 2024
Martha (Stormy) ByorumJulie Albrecht
/s/ Greg G. MaxwellMichael LeonDirectorChief Accounting Officer
(Principal Accounting Officer)
February 23, 202120, 2024
Greg G. Maxwell Michael Leon
/s/ Anthony MunkDavid NordChairFebruary 20, 2024
 David Nord
/s/ Catherine A. HalliganDirectorFebruary 23, 202120, 2024
Anthony Munk Catherine Halligan
/s/ Michael F. HiltonDirectorFebruary 20, 2024
Michael F. Hilton
/s/ Tracey I. JoubertDirectorFebruary 20, 2024
Tracey I. Joubert
/s/ Cynthia MarshallDirectorFebruary 20, 2024
 Cynthia Marshall
/s/ Suzanne StefanyDirectorFebruary 23, 202120, 2024
Suzanne Stefany
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SignatureTitleDate
/s/ Bruce TatenDirectorFebruary 23, 202120, 2024
Bruce Taten
/s/ Roderick C. WendtDirectorFebruary 20, 2024
 Roderick C. Wendt
/s/ Steven E. WynneDirectorFebruary 23, 202120, 2024
Steven E. Wynne

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Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238)
F-2
Consolidated Statements of Operations for the Years Ended December 31, 2020, 2019,2023, 2022, and 20182021
F-4
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2020, 2019,2023, 2022, and 20182021
F-5
Consolidated Balance Sheets as of December 31, 20202023 and 20192022
F-6
Consolidated Statements of Equity for the Years Ended December 31, 2020, 2019,2023, 2022, and 20182021
F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019,2023, 2022, and 20182021
F-8
Notes to Consolidated Financial Statements
F-910

Index to Financial Statement Schedules
Note 1. Description of Company and Summary of Significant Accounting Policies
F-10
Note 2. Discontinued Operations
F-17
Note 3. Accounts Receivable
F-19
Note 4. Inventories
F-19
Note 5. Property and Equipment, Net
F-20
Note 6. Goodwill
F-20
Note 7. Intangible Assets, Net
F-21
Note 8. Leases
F-22
Note 9. Accrued Payroll and Benefits
F-23
Note 10. Accrued Expenses and Other Current Liabilities
F-23
Note 11. Warranty Liability
F-24
Note 12. Long-Term Debt
F-25
Note 13. Deferred Credits and Other Liabilities
F-27
Note 14. Segment Information
F-27
Note 15. Income Taxes
F-31
Note 16. Capital Stock
F-35
Note 17. Earnings Per Share
F-36
Note 18. Stock Compensation
F-37
Note 19. Restructuring and Asset Related Charges
F-39
Note 20. Held for Sale
F-40
Note 21. Interest Expense, Net
F-41
Note 22. Other Income, Net
F-41
Note 23. Derivative Financial Instruments
F-41
Note 24. Fair Value of Financial Instruments
F-43
Note 25. Commitments and Contingencies
F-44
Note 26. Employee Retirement and Pension Benefits
F-49
Note 27. Supplemental Cash Flow Information
F-53
Schedule I - Parent CompanyNote 28. Summarized Quarterly Financial Information as of December 31, 2020 and 2019 and for the Years Ended December 31, 2020, 2019, and 2018(Unaudited)

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Report of Independent Registered Public Accounting Firm


To the Board of Directors and Shareholders of JELD-WEN Holding, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of JELD-WEN Holding, Inc. and its subsidiaries (the “Company”) as of December 31, 20202023 and 2019,2022, 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, 2020,2023, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2020,2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20202023 and 2019,2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 20202023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020,2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Change in Accounting Principle

As discussed in Note 8 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

F-2

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill Impairment Assessment – Europe Reporting Unit

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s consolidated goodwill balance was $639.9$390.2 million as of December 31, 2020.2023, and the goodwill associated with the Europe reporting unit was $207.8 million. Management tests goodwill for impairment on an annual basis during the fourth quarter and between annual tests if indicators of potential impairment exist, using a fair-value-based approach. Fairexist. Management estimates the fair value of the reporting units using the income and market approaches. Under the income approach, the fair value of a reporting unit is determined by management using abased on discounted cash flow model. Management’s cash flow projections includedanalysis that contains significant judgmentsassumptions and assumptions relating toestimates including revenue growth rates, expected revenueEBITDA margins, discount rates, capital expenditures, and terminal growth rates, profit margins, and the cost of capital.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 units;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 revenueEBITDA margins, the discount rate, capital expenditures, and the terminal growth rates, profit margins, and the cost of capital;rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s annual goodwill impairment assessment, including controls over the valuation of the Company’sEurope reporting units.unit. These procedures also included, among others (i) testing management’s process for developing the fair value estimates;estimate of the Europe reporting unit; (ii) evaluating the appropriateness of the discounted cash flow model;analysis used by management; (iii) testing the completeness and accuracy of underlying data used in the model;discounted cash flow analysis; and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, expected revenueEBITDA margins, the discount rate, capital expenditures, and the terminal growth rates, profit margins, and the cost of capital.rate. Evaluating management’s assumptions related to expected revenue and terminal growth rates, expected EBITDA margins, and profit marginscapital expenditures involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting units;unit; (ii) the consistency with external market and industry data; and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the evaluationappropriateness of the Company’s discounted cash flow modelanalysis and (ii) the costreasonableness of capital assumption.the discount rate and terminal growth rate assumptions.


/s/ PricewaterhouseCoopers LLP

Charlotte, North Carolina
February 23, 202120, 2024

We have served as the Company’s auditor since 2000.

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Item 1 - Financial Statements

JELD-WEN HOLDING, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31,
(amounts in thousands, except share and per share data)202020192018
Net revenues$4,235,677 $4,289,761 $4,346,847 
Cost of sales3,333,770 3,417,222 3,428,311 
Gross margin901,907 872,539 918,536 
Selling, general and administrative702,715 660,574 734,166 
Impairment and restructuring charges10,469 21,551 17,328 
Operating income188,723 190,414 167,042 
Interest expense, net74,800 71,778 70,818 
Other income(2,752)(1,409)(34,887)
Income before taxes116,675 120,045 131,111 
Income tax expense (benefit)25,089 57,074 (10,058)
Income from continuing operations, net of tax91,586 62,971 141,169 
Equity earnings of non-consolidated entities738 
Net income$91,586 $62,971 $141,907 
Weighted average common shares outstanding:
Basic100,633,392 100,618,105 104,530,572 
Diluted101,681,981 101,464,325 106,360,657 
Net income per share
Basic$0.91 $0.63 $1.36 
Diluted$0.90 $0.62 $1.33 

For the Years Ended December 31,
(amounts in thousands, except share and per share data)202320222021
Net revenues$4,304,334 $4,543,808 $4,181,690 
Cost of sales3,471,713 3,757,888 3,358,773 
Gross margin832,621 785,920 822,917 
Selling, general and administrative655,280 654,077 604,514 
Goodwill impairment (Note 6)
— 54,885 — 
Restructuring and asset related charges (Note 19)
35,741 17,622 2,556 
Operating income141,600 59,336 215,847 
Interest expense, net (Note 21)
72,258 82,505 76,788 
Loss on extinguishment of debt (Note 12)
6,487 — 1,342 
Other income, net (Note 22)
(25,719)(53,433)(13,241)
Income from continuing operations before taxes88,574 30,264 150,958 
Income tax expense (Note 15)
63,339 18,041 19,636 
Income from continuing operations, net of tax25,235 12,223 131,322 
Gain on sale of discontinued operations, net of tax (Note 2)
15,699 — — 
Income from discontinued operations, net of tax (Note 2)
21,511 33,504 37,500 
Net income$62,445 $45,727 $168,822 
Weighted average common shares outstanding (Note 17):
Basic84,995,515 86,374,499 96,563,155 
Diluted85,874,035 87,075,176 98,371,142 
Net income per share from continuing operations
Basic$0.30 $0.14 $1.36 
Diluted$0.29 $0.14 $1.33 
Net income per share from discontinued operations
Basic$0.44 $0.39 $0.39 
Diluted$0.43 $0.38 $0.38 
Net income per share
Basic$0.73 $0.53 $1.75 
Diluted$0.73 $0.53 $1.72 













Net income per share may not sum due to rounding.












The accompanying notes are an integral part of these Consolidated Financial Statements.
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JELD-WEN HOLDING, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
 For the Years Ended December 31,
(amounts in thousands)202020192018
Net income$91,586 $62,971 $141,907 
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of tax benefit $0, $0, ($1,892)105,442 (15,335)(65,185)
Interest rate hedge adjustments, net of tax benefit of ($468), ($4,831), and ($538), respectively(1,384)6,173 2,636 
Defined benefit pension plans, net of tax (benefit) expense of ($3,800), $1,152, and $4,214, respectively(11,476)2,692 12,237 
Total other comprehensive income (loss), net of tax92,582 (6,470)(50,312)
Comprehensive income$184,168 $56,501 $91,595 

 For the Years Ended December 31,
(amounts in thousands)202320222021
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), respectively45,859 (71,811)(77,904)
Interest rate hedge adjustments, net of tax (benefit) expense of $(4,076), $3,268, and $1,302, respectively(12,159)9,668 3,850 
Defined benefit pension plans, net of tax expense of $3,287, $4,104, and $13,226, respectively13,624 13,255 39,001 
Total other comprehensive income (loss), net of tax47,324 (48,888)(35,053)
Comprehensive income (loss)$109,769 $(3,161)$133,769 








































The accompanying notes are an integral part of these Consolidated Financial Statements.
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JELD-WEN HOLDING, INC.
CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share and per share data)(amounts in thousands, except share and per share data)December 31, 2020December 31, 2019(amounts in thousands, except share and per share data)December 31, 2023December 31, 2022
ASSETSASSETS
Current assetsCurrent assets
Current assets
Current assets
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalentsCash and cash equivalents$735,820 $225,962 
Restricted cashRestricted cash774 3,914 
Accounts receivable, net477,472 469,762 
Inventories512,228 505,078 
Accounts receivable, net (Note 3)
Inventories (Note 4)
Other current assetsOther current assets34,359 38,562 
Assets held for sale (Note 20)
Current assets of discontinued operations (Note 2)
Total current assetsTotal current assets1,760,653 1,243,278 
Property and equipment, net872,585 864,375 
Deferred tax assets199,194 183,837 
Goodwill639,867 602,500 
Intangible assets, net246,055 250,327 
Operating lease assets, net214,727 202,053 
Property and equipment, net (Note 5)
Deferred tax assets (Note 15)
Goodwill (Note 6)
Intangible assets, net (Note 7)
Operating lease assets, net (Note 8)
Other assetsOther assets31,604 34,962 
Non-current assets of discontinued operations (Note 2)
Total assetsTotal assets$3,964,685 $3,381,332 
LIABILITIES AND EQUITYLIABILITIES AND EQUITY
Current liabilitiesCurrent liabilities
Current liabilities
Current liabilities
Accounts payableAccounts payable$269,891 $294,951 
Accrued payroll and benefits151,742 109,386 
Accrued expenses and other current liabilities379,289 298,603 
Current maturities of long-term debt66,702 65,846 
Accounts payable
Accounts payable
Accrued payroll and benefits (Note 9)
Accrued expenses and other current liabilities (Note 10)
Current maturities of long-term debt (Note 12)
Liabilities held for sale (Note 20)
Current liabilities of discontinued operations (Note 2)
Total current liabilitiesTotal current liabilities867,624 768,786 
Long-term debt1,701,340 1,451,526 
Unfunded pension liability115,077 107,937 
Operating lease liability177,491 164,026 
Deferred credits and other liabilities91,368 67,682 
Deferred tax liabilities7,321 9,288 
Long-term debt (Note 12)
Unfunded pension liability (Note 26)
Operating lease liability (Note 8)
Deferred credits and other liabilities (Note 13)
Deferred tax liabilities (Note 15)
Non-current liabilities of discontinued operations (Note 2)
Total liabilitiesTotal liabilities2,960,221 2,569,245 
Commitments and contingencies (Note 25)
00
Commitments and contingencies (Note 25)
Commitments and contingencies (Note 25)
Shareholders’ equityShareholders’ equity
Preferred Stock, par value $0.01 per share, 90,000,000 shares authorized; 0 shares issued and outstanding
Common Stock: 900,000,000 shares authorized, par value $0.01 per share, 100,806,068 shares outstanding as of December 31, 2020; 900,000,000 shares authorized, par value $0.01 per share, 100,668,003 shares outstanding as of December 31, 20191,008 1,007 
Shareholders’ equity
Shareholders’ equity
Preferred Stock, par value $0.01 per share, 90,000,000 shares authorized; no shares issued and outstanding
Preferred Stock, par value $0.01 per share, 90,000,000 shares authorized; no shares issued and outstanding
Preferred Stock, par value $0.01 per share, 90,000,000 shares authorized; no shares issued and outstanding
Common Stock: 900,000,000 shares authorized, par value $0.01 per share, 85,309,220 and 84,347,712 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively.
Additional paid-in capitalAdditional paid-in capital690,687 671,772 
Retained earningsRetained earnings371,462 290,583 
Accumulated other comprehensive lossAccumulated other comprehensive loss(58,693)(151,275)
Total shareholders’ equityTotal shareholders’ equity1,004,464 812,087 
Total liabilities and shareholders’ equityTotal liabilities and shareholders’ equity$3,964,685 $3,381,332 






The accompanying notes are an integral part of these Consolidated Financial Statements.
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JELD-WEN HOLDING, INC.
CONSOLIDATED STATEMENTS OF EQUITY
December 31, 2020December 31, 2019December 31, 2018
(amounts in thousands, except share and per share amounts)SharesAmountSharesAmountSharesAmount
Preferred stock, $0.01 par value per share$$$
Common stock, $0.01 par value per share
Balance at beginning of period100,668,003 $1,007 101,310,862 $1,013 105,990,483 $1,060 
Shares issued for exercise/vesting of share-based compensation awards427,950 645,957 907,068 
Shares repurchased(265,589)(3)(1,192,419)(12)(5,287,964)(53)
Shares surrendered for tax obligations for employee share-based transactions(24,296)(1)(96,397)(1)(298,725)(3)
Balance at period end100,806,068 $1,008 100,668,003 $1,007 101,310,862 $1,013 
Additional paid-in capital
Balance at beginning of period$672,445 $659,241 $653,327 
Shares issued for exercise/vesting of share-based compensation awards2,979 1,970 192 
Shares surrendered for tax obligations for employee share-based transactions(463)(1,956)(8,887)
Amortization of share-based compensation16,399 13,190 14,609 
Balance at period end691,360 672,445 659,241 
Employee stock notes
Balance at beginning of period(673)(648)(661)
Net issuances, payments and accrued interest on notes— (25)13 
Balance at period end(673)(673)(648)
Balance at period end$690,687 $671,772 $658,593 
Retained earnings
Balance at beginning of period$290,583 $246,833 $229,903 
Share repurchased(4,997)(19,982)(124,977)
Adoption of new accounting standard ASU No. 2016-13
(5,710)— — 
    Adoption of new accounting standard ASU No. 2016-02— 761 — 
Net income91,586 62,971 141,907 
Balance at period end$371,462 $290,583 $246,833 
Accumulated other comprehensive income (loss)
Balance at beginning of period$(151,275)$(144,805)$(94,493)
Foreign currency adjustments105,442 (15,335)(65,185)
Unrealized (loss) gain on interest rate hedges(1,384)6,173 2,636 
  Net actuarial pension (loss) gain(11,476)2,692 12,237 
Balance at period end$(58,693)$(151,275)$(144,805)
Total shareholders’ equity at period end$1,004,464 $812,087 $761,634 

December 31, 2023December 31, 2022December 31, 2021
(amounts in thousands, except share and per share amounts)SharesAmountSharesAmountSharesAmount
Preferred stock, $0.01 par value per share— $— — $— — $— 
Common stock, $0.01 par value per share
Balance at beginning of period84,347,712 $843 90,193,550 $902 100,806,068 $1,008 
Shares issued for exercise/vesting of share-based compensation awards1,069,969 11 1,128,181 11 1,011,439 10 
Shares repurchased— — (6,848,356)(69)(11,564,009)(115)
Shares surrendered for tax obligations for employee share-based transactions(108,461)(1)(125,663)(1)(59,948)(1)
Balance at period end85,309,220 $853 84,347,712 $843 90,193,550 $902 
Additional paid-in capital
Balance at beginning of period$735,526 $720,124 $691,360 
Shares issued for exercise/vesting of share-based compensation awards552 1,998 10,174 
Shares surrendered for tax obligations for employee share-based transactions(1,637)(2,764)(1,619)
Amortization of share-based compensation18,403 16,168 20,209 
Balance at period end752,844 735,526 720,124 
Employee stock notes
Balance at beginning of period(673)(673)(673)
Net issuances, payments and accrued interest on notes— — — 
Balance at period end(673)(673)(673)
Balance at period end$752,171 $734,853 $719,451 
Retained earnings
Balance at beginning of period$130,486 $215,611 $371,462 
Shares repurchased— (130,852)(324,673)
Net income62,445 45,727 168,822 
Balance at period end$192,931 $130,486 $215,611 
Accumulated other comprehensive income (loss)
Balance at beginning of period$(142,634)$(93,746)$(58,693)
Foreign currency adjustments45,859 (71,811)(77,904)
Unrealized (loss) gain on interest rate hedges(12,159)9,668 3,850 
  Net actuarial pension gain13,624 13,255 39,001 
Balance at period end$(95,310)$(142,634)$(93,746)
Total shareholders’ equity at period end$850,645 $723,548 $842,218 












The accompanying notes are an integral part of these Consolidated Financial Statements.Statements
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JELD-WEN HOLDING, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
For the Years Ended December 31,
For the Years Ended December 31,
For the Years Ended December 31,
(amounts in thousands)(amounts in thousands)202020192018(amounts in thousands)December 31, 2023December 31, 20222021
OPERATING ACTIVITIESOPERATING ACTIVITIES
Net incomeNet income$91,586 $62,971 $141,907 
Adjustments to reconcile net income to cash used in operating activities:
Net income
Net income
Adjustments to reconcile net income to cash provided by (used in) operating activities:
Depreciation and amortization
Depreciation and amortization
Depreciation and amortizationDepreciation and amortization134,623 133,969 125,100 
Deferred income taxesDeferred income taxes(9,063)21,838 (35,804)
(Gain) loss on sale of business units, property and equipment(4,122)(1,377)845 
Net (gain) loss on disposition of assets
Goodwill impairment
Adjustment to carrying value of assetsAdjustment to carrying value of assets5,537 6,625 1,230 
Equity earnings in non-consolidated entities(738)
Amortization of deferred financing costsAmortization of deferred financing costs2,679 1,971 2,107 
Amortization of deferred financing costs
Amortization of deferred financing costs
Loss on extinguishment of debt
Gain on sale of discontinued operations
Stock-based compensation
Non-cash gain on previously held shares of an equity investment(20,767)
Stock-based compensation16,399 13,315 15,052 
Contributions to U.S. pension plan(12,619)(7,760)(4,125)
Amortization of U.S. pension expense
Amortization of U.S. pension expense
Amortization of U.S. pension expenseAmortization of U.S. pension expense6,852 8,919 9,314 
Recovery of cost from interest received on impaired notes
Recovery of cost from interest received on impaired notes
Recovery of cost from interest received on impaired notes
Other items, netOther items, net21,125 (3,320)2,263 
Net change in operating assets and liabilities, net of effect of acquisitions:
Net change in operating assets and liabilities:
Accounts receivable
Accounts receivable
Accounts receivableAccounts receivable10,819 8,426 16,507 
InventoriesInventories9,849 4,190 (33,092)
Other assetsOther assets5,520 6,938 (18,966)
Accounts payable and accrued expensesAccounts payable and accrued expenses62,880 37,611 39,540 
Change in short term and long-term tax liabilities13,590 8,393 (20,720)
Change in short-term and long-term tax liabilities
Net cash provided by operating activitiesNet cash provided by operating activities355,655 302,709 219,653 
INVESTING ACTIVITIESINVESTING ACTIVITIES
INVESTING ACTIVITIES
INVESTING ACTIVITIES
Purchases of property and equipmentPurchases of property and equipment(77,692)(101,506)(97,399)
Proceeds from sale of business units, property and equipment14,308 8,632 1,973 
Purchases of property and equipment
Purchases of property and equipment
Proceeds from sale of property and equipment
Proceeds from sale of property and equipment
Proceeds from sale of property and equipment
Purchase of intangible assetsPurchase of intangible assets(19,204)(34,686)(21,301)
Purchases of businesses, net of cash acquired(57,799)(167,688)
Proceeds (payments) related to the sale of JW Australia(1)
Recovery of cost from interest received on impaired notes
Cash received for notes receivableCash received for notes receivable585 411 274 
Net cash used in investing activities(82,003)(184,948)(284,141)
Cash received from insurance proceeds
Change in securities for deferred compensation plan
Net cash provided by (used in) investing activities
Net cash provided by (used in) investing activities
Net cash provided by (used in) investing activities
FINANCING ACTIVITIESFINANCING ACTIVITIES
FINANCING ACTIVITIES
FINANCING ACTIVITIES
Change in long-term debt210,858 13,101 70,468 
Change in long-term debt and payments of debt extinguishment costs
Employee note repayments39 
Contingent consideration for acquisitions(3,701)
Change in long-term debt and payments of debt extinguishment costs
Change in long-term debt and payments of debt extinguishment costs
Common stock issued for exercise of options
Common stock issued for exercise of options
Common stock issued for exercise of optionsCommon stock issued for exercise of options2,984 1,977 201 
Common stock repurchasedCommon stock repurchased(5,000)(19,994)(125,030)
Payments to tax authorities for employee share-based compensationPayments to tax authorities for employee share-based compensation(933)(1,495)(9,452)
Net cash provided by (used in) financing activities207,909 (6,411)(67,475)
Payments related to the sale of JW Australia
Payments related to the sale of JW Australia
Payments related to the sale of JW Australia
Net cash used in financing activities
Effect of foreign currency exchange rates on cashEffect of foreign currency exchange rates on cash25,157 903 (6,648)
Net increase (decrease) in cash and cash equivalentsNet increase (decrease) in cash and cash equivalents506,718 112,253 (138,611)
Cash, cash equivalents and restricted cash, beginningCash, cash equivalents and restricted cash, beginning229,876 117,623 256,234 
Cash, cash equivalents and restricted cash, endingCash, cash equivalents and restricted cash, ending$736,594 $229,876 $117,623 
Balances included in the Consolidated Balance Sheets:
Cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash
Cash and cash equivalents included in current assets of discontinued operations
Cash and cash equivalents at end of period
For further information see Note 27 - Supplemental Cash Flow.
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.
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.
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.
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(1) Includes proceeds from the sale of JW Australia, net of the $73.9 million of cash divested.


The accompanying notes are an integral part of these Consolidated Financial Statements.
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JELD-WEN HOLDING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Description of Company and Summary of Significant Accounting Policies
Nature of Business – JELD-WEN Holding, Inc., along with its subsidiaries, is a vertically integrated global manufacturer and distributor of windows, doors, and doorsother building products that derives substantially all of its revenues from the sale of its door and window products. Unless otherwise specified or the context otherwise requires, all references in these notes to “JELD-WEN,” “we,” “us,” “our,” or the “Company” are to JELD-WEN Holding, Inc. and its subsidiaries.
We have facilities primarily located in the U.S., Canada, Europe, Australia, Asia, and Mexico.Europe. Our products are marketed primarily under the JELD-WEN brand name in the U.S. and Canada and under JELD-WEN and a variety of acquired brand names in Europe, Australia, and Asia.Europe.
Our revenues are affected by the level of new housing starts, residential and non-residential building construction, and repair and remodeling activity in each of our markets. Our sales typically follow seasonal new construction and repair and remodeling industry patterns. The peak season for home construction and remodeling in many of our markets generally corresponds with the second and third calendar quarters, and therefore, sales volume is typically higher during those quarters. Our first and fourth quarter sales volumes are generally lower due to reduced repair and remodeling activity and reduced activity in the building and construction industry as a result of colder and more inclement weather in certain areas of our geographic end markets.
Basis of Presentation – The accompanying consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC. Certain prior year amountsAll intercompany balances and transactions have been reclassifiedeliminated 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 conformsell our Australasia business (“JW Australia”). On July 2, 2023, we completed the sale. The net assets and operations of the disposal group met the criteria to current year presentation.be classified as “discontinued operations” and are reported as such in all periods presented unless otherwise noted. The consolidated statements of cash flows include cash flows from discontinued operations through the divestiture date of July 2, 2023. See Note 2 - Discontinued Operations for further information.
All U.S. dollar and other currency amounts, except per share amounts, are presented in thousands unless otherwise noted.
Ownership – As of December 31, 2020, Onex owned approximately 33% of the outstanding shares of our Common Stock.
Share Repurchases In April 2018, our Board of Directors authorized the repurchase of up to $250.0 million of our Common Stock through December 2019. Through October 2019, we had repurchased $145.0 million of our Common Stock under this authorization.
On November 4, 2019,July 27, 2021, the Board of Directors authorized an increase toincreased the remaining authorization under theour existing share repurchase program to a total of $175.0$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, 2020, $170.0 million was remaining2023, there have been no share repurchases under this program.
We did not repurchase shares of our Common Stock during the repurchase authorization.
year ended December 31, 2023. During the years ended December 31, 2020, December 31, 2019,2022 and December 31, 2018,2021, we repurchased 265,589, 1,192,419,paid $132.0 million and 5,287,964$323.7 million, respectively, to repurchase 6,848,356 and 11,564,009 shares of our Common Stock, respectively, for aggregate consideration of $5.0 million, $20.0 million, and $125.0 million, respectively.
Fiscal Year – We operate on a fiscal calendar year, and each interim quarter is comprised of two 4-week periods and one 5-week period, with each week ending on a Saturday. Our fiscal year always begins on January 1 and ends on December 31. As a result, our first and fourth quarters may have more or fewer days included than a traditional 91-day fiscal quarter.
Use of Estimates – The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, assumptions, and allocations that affect amounts reported in the consolidated financial statements and related notes. Significant items that are subject to such estimates and assumptions include, but are not limited to, long-lived assets including goodwill and other intangible assets, employee benefit obligations, income tax uncertainties, contingent assets and liabilities, provisions for bad debt, inventory, warranty liabilities, legal claims, valuation of derivatives, environmental remediation, and claims relating to self-insurance. Actual results could differ due to the uncertainty inherent in the nature of these estimates.
COVID-19CARES Act In March 2020, the United States government enacted the CARES Act to provide certain relief as a result of the COVID-19 pandemic. The CARES Act in the U.S. and similar legislation inprovided for tax relief, along with other jurisdictions includesstimulus measures, that assist companies in responding to the COVID-19 pandemic. These measures consisted primarily of cash assistance to support employment levels and deferment of remittance of certain non-income tax expense payments. The most significant impact was the CARES Act in the U.S., which includedincluding a provision that allowsallowed employers to defer the remittance of the employer portion of the social security tax.tax relating to 2020. The deferred employment tax must be paid over two years, with half of the amount required to be paid by December 31, 2021 and the other half by December 31, 2022. For the year ended December 31, 2020, the Company deferred $20.9 million of the employer portion of social security tax in 2020, all of which $10.4 million iswas paid in the year ended December 31, 2022. The CARES Act also included in accrued payroll and benefits, anda provision for an ERC designed to encourage businesses to retain employees during the remaining is included in deferred credits and other liabilities inCOVID-19 pandemic. During the year ended December 31, 2023, we recorded an ERC from the
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U.S. government of $6.1 million in other income, net in the accompanying consolidated balance sheet.statements of operations. The $20.9 million deferralbalance is included in other items, netcurrent assets in ourthe accompanying consolidated statements of cash flows. For our Europe and Australasia regions, the deferrals totaled approximately $11.5 million and $1.8 million, respectively. The impact of the CARES Act and similar legislation in prospective periods may differ from our estimatesbalance sheets as of December 31, 2020 due to changes in interpretations and assumptions, guidance that may be issued, and actions we may take in respect to these measures. The CARES Act and similar legislation in other jurisdictions are highly detailed and we will continue to assess the impact that various provisions will have on our business.2023.
Segment Reporting – Our reportable segments are organized and managed principally by geographic region: North America Europe, and Australasia.Europe. We report all other business activities in Corporate and unallocated costs. In addition to similar economic characteristics, we alsoWe consider the following factors in determining the reportable segments: the nature of business activities, the management structure accountable directly accountable to our chief operating decision maker for operating and administrative activities,the CODM, the discrete financial information regularly reviewed by the chief operating decision maker,CODM, and information presented to the Board of Directors and investors. No operating segments have been aggregated for our presentation.
Acquisitions – We apply the provisionspresentation of FASB ASC Topic 805, reportable segments.Business Combinations, in the accounting for our acquisitions. It requires us to recognize separately from goodwill the assets acquired and the liabilities assumed, at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, material adjustments must be reflected in the reporting period in which the adjustment amount is determined. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the current period in our consolidated statements of operations.
For a given acquisition, we may identify certain pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts.
If we cannot reasonably determine the fair value of a pre-acquisition contingency (non-income tax related) by the end of the measurement period, we will recognize an asset or a liability for such pre-acquisition contingency if: (a) it is probable that an asset existed or a liability had been incurred at the acquisition date and (b) the amount of the asset or liability can be reasonably estimated. Subsequent to the measurement period, changes in our estimates of such contingencies will affect earnings and could have a material effect on our results of operations and financial position.
In addition, uncertain tax positions and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. We re-evaluate these items quarterly based upon facts and circumstances that existed as of the acquisition date. Subsequent to the measurement period or our final determination of the tax allowance’s or contingency’s estimated value, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect our provision for income taxes in our consolidated statements of operations and could have a material impact on our results of operations and financial position.
Cash and Cash Equivalents – We consider all highly-liquid investments purchased with an original or remaining maturity at the date of purchase of three monthsninety days or less to be cash equivalents. Our cash management system is designed to maintain zero bank balances at certain banks. Checks written and not presented to these banks for payment are reflected as book overdrafts and are a component of accounts payable.
Restricted Cash – Restricted cash consists primarily of cash required to meet certain bank guarantees and projected self-insurance obligations. New funding is generated from employees’ portion of contributions and is added to the deposit account weekly as claims are paid.guarantees.
Accounts Receivable – Accounts receivable are recorded at their net realizable value. Our customers are primarily retailers, distributors, and contractors. As of December 31, 2020, one customerTwo customers, The Home Depot and Lowe’s Companies, each accounted for 19.2%more than 10% of the consolidated accounts receivable, balance. Asnet balance as of December 31, 2019, one customer accounted for 17.6% of the consolidated accounts receivable balance.2023 and December 31, 2022. We maintain allowances for doubtful accounts for estimatedcredit losses resulting from the inability of our customers to make required payments. We estimate the allowance for doubtful accounts our assessment of credit risk relating to our accounts receivablelosses based on quantitative and qualitative factors primarilyassociated with the credit risk of our accounts receivable, including historical credit collections within each region where we have operations. If the financial condition of a customer deteriorates or other circumstances occur that result in an impairment of a customer’s ability to make payments, we record additional allowances as needed. We write off uncollectible trade accounts receivable against the allowance for doubtful accountscredit losses when collection efforts have been exhausted and/or any legal action taken by us has concluded.
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Inventories – Inventories in the accompanying consolidated balance sheets are valued at the lower of cost or net realizable value and are determined by the first-in, first-out (“FIFO”) or average cost methods. We record provisions to write-down obsolete and excess inventory to its estimated net realizable value. The process for evaluating obsolete and excess inventory requires us to evaluate historical inventory usage and expected future production needs. Accelerating the disposal process or incorrect estimates may cause actual results to differ from the estimates at the time such inventory is disposed or sold. We classify certain inventories that are available for sale directly to external customers or used in the manufacturing of a finished good within raw materials.
Notes Receivable – Notes receivable are recorded at their net realizable value. The balance consists primarily of installment notes and affiliate notes. The allowance for doubtful notescredit losses is based upon credit risks, historical loss trends, and specific reviews of delinquent notes. We write off uncollectible note receivables against the allowance for doubtful accountscredit losses when collection efforts have been exhausted and/or any legal action taken by us has been concluded. Current maturities and interest, net of short-term allowance are reported as other current assets.
Customer Displays – Customer displays include all costs to manufacture, ship, and install the displays of our products in retail store locations. Capitalized display costs are included in other assets and are amortized over the life of the product lines, typically 1 to 3 to 4 years. Related amortization isyears, and are included in SG&A expense in the accompanying consolidated statements of operations and was $7.9$3.9 million in 2020, $8.72023, $1.4 million in 2019,2022, and $9.0$3.0 million in 2018.2021.
Cloud Computing Arrangements –We capitalize qualified cloud computing implementation costs associated with the application development stage and subsequently amortize these costs over the term of the hosting agreement and stated renewal period, if it is reasonably certain we will renew, typically 3 to 5 years. Capitalized costs are included in other assets on the consolidated balance sheet and amortization is included in SG&A expense in the accompanying consolidated statement of operations.
Property and Equipment – Property and equipment are recorded at cost. The cost of major additions and betterments are capitalized and depreciated using the straight-line method over their estimated useful lives. Replacements, maintenance, and repairs that do not improve or extend the useful lives of the related assets or adapt the property to a new or different use are expensed as incurred. Interest over the construction period is capitalized as a component of cost of constructed assets. Upon sale or retirement of property or equipment, cost and related accumulated depreciation are removed from the accounts and any gain or loss is charged to income.income and included in SG&A expense in the accompanying statements of operations.
Leasehold improvements are amortized over the shorter of the useful life of the improvement, the lease term, or the life of the building. Depreciation is generally provided over the following estimated useful service lives:
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Land improvements10 - 20 years
Buildings and improvements1510 - 45 years
Machinery and equipment3 - 20 years
Intangible Assets –Intangible assets are accounted for in accordance with ASC 350, Intangibles Goodwilland Other. Definite lived intangible assets are amortized based on the pattern of economic benefit over the following estimated useful lives:
Trademarks and trade names510 - 40 years
Software3 - 10 years
LicensesPatents, licenses and rights35 - 1425 years
Customer relationships45 - 20 years
Patents5 - 25 years
The lives of definite lived intangible assets are reviewed and reduced if necessary, whenever changes in their planned use occur. Legal and registration costs related to internally-developed patents and trademarks are capitalized and amortized over the lesser of their expected useful life or the legal patent life. Cost andaccumulated amortization are removed from the accounts in the period that an intangible asset becomesfully amortized. The carrying value of intangible assets is reviewed by management to assess the recoverability of the assets when facts and circumstances indicate that the carrying value may not be recoverable. The recoverability test requires us to first compare undiscounted cash flows expected to be generated by that definite lived intangible asset or asset group to its carrying amount. If the carrying amounts of the definite lived intangible assets are not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques.
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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. NaN materialNo impairments were identified during fiscalthe years ended December 31, 2020,2023, December 31, 20192022 and December 31, 2018.2021.
We capitalize certain qualified internal use software costs during the application development stage and subsequently amortize these costs over the estimated useful life of the asset. Costs incurred during the preliminary project stage and post-implementation operation stage are expensed as incurred.
Long-Lived Assets – Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of such assets or asset groups may not be recoverable. The firststep inIf a triggering event is identified, we perform an impairment review is to forecasttest by reviewing the expected undiscounted cash flows generated from theanticipated use and eventual disposition of the asset.asset group compared to the carrying value of the asset group. If the expected undiscounted cash flows are less thanthe carrying value of the asset group, then an impairment charge is required to reduce the carrying value of theasset group to fair value. Long-lived assets currently available for sale and expected to be sold within one year are classified as assets held for sale in other current assets.sale.
Leases – We lease certain warehouses, distribution centers, office spaces, land, vehicles, and equipment. We determine if an arrangement is a lease at inception. A contract contains a lease if the contract conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. Amounts associated with operating leases are included in operating lease assets (“ROU assets”), net, accrued expense and other current liabilities and noncurrent operating lease liability in our consolidated balance sheet. Amounts associated with finance leases are included in property and equipment, net, current maturities of long-term debt, and long-term debt in our consolidated balance sheet.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.
If the lease does not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The incremental borrowing rate for operating leases that commenced in the period is determined by using the prior quarter end’s incremental borrowing rates.
LeasesWe have elected not to recognize an ROU asset and lease liability for leases with an initial term of 12twelve months or less are not recorded on the balance sheet, and weas well as any lease covering immaterial assets. We recognize lease expense for these leases on a straight-line basis over the lease term. Variable lease payments that are dependent on usage, output, or may vary for other reasons, are excluded from lease payments in the measurement of the ROU asset and lease liability, and accordingly are recognized as lease expense in the period the obligation for those payments is incurred. For lease agreements entered into or reassessed after the adoption of Topic 842, weWe combine lease and nonlease components.non-lease components for all agreements, with the exception of building leases.
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Certain leases include renewal and/or termination options, with renewal terms that can extend the lease term from one1 to 20 years or more, and the exercise of lease renewal options under these leases is at our sole discretion. These options are included in the lease term used to determine ROU assets and corresponding liabilities when we are reasonably certain we will exercise the option. The depreciable life of assets and leasehold improvements are limited by the expected lease term. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
GoodwillGoodwill is tested for impairment on an annual basis during the fourth quarter and between annual tests if indicators of potential impairment exist, using a fair-value-based approach.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 impaired.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 exceedsis less than its carrying amount, we calculateperform a quantitative goodwill impairment test. Prior to 2023, the estimated fair valuevalues of the reporting unit.
We estimated the fair value of our reporting units were derived using a discounted cash flow modelonly an income approach (implied fair value measured on a non-recurring basis using level 3 inputs). InherentBeginning in 2023, the developmentestimated fair values of our reporting units were derived using a combination of income and market approaches, both of which yielded substantially equivalent indications of fair value. Absent an indication of fair value from a potential buyer or similar specific transactions, we believe that the use of these methods provides a reasonable estimate of a reporting unit’s fair value. Fair value computed by these models is arrived at using a number of factors and inputs. There are inherent uncertainties, however, related to fair value models, the inputs, factors and our judgment in applying them to this analysis. Nonetheless, we believe that the combination of these methods provides a reasonable approach to estimate the fair values of our reporting units.
Under the income approach, the fair value of a reporting unit is based on a discounted cash flow projections areanalysis of management's short-term and long-term forecast of operating performance. This analysis contains significant assumptions and estimates derived from a review of ourincluding revenue growth rates, expected revenueEBITDA margins, discount rates, capital expenditures, and terminal growth rates, profit margins, and cost of capital.rates. Changes in assumptions or estimates used in our goodwill impairment testing could materially affect the determination of the fair value of a reporting unit, and therefore, could eliminate the excess of fair value over carrying valueamount of a reporting unit and, in some cases, could result in impairment. Such changes in assumptions could be caused by items such as a loss of one or more significant customers, decline in the demand for our products due to changing economic conditions, or failure to control cost increases above what can be recouped in sale price increases. These types of changes would negatively affect our profits, revenues, and growth over the long term and such a decline could significantly affect the fair value assessment of our reporting units and cause our goodwill to become impaired.
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We have completed the required annual testing of goodwill for impairment for allidentified two reporting units for the purpose of conducting our goodwill impairment review: North America and have determined that goodwillEurope and applied a quantitative approach to both reporting units. In determining our reporting units, we considered (i) whether an operating segment or a component of an operating segment was not impaired in any years presented.a business, (ii) whether discrete financial information was available, and (iii) whether the financial information is regularly reviewed by management of the operating segment.
Deferred Revenue – We record deferred revenue when we collect pre-payments from customers for performance obligations we expect to fulfill through future performance of a service or delivery of a product. We classify our deferred revenue based on our estimate as to when we expect to satisfy the related performance obligations. Current deferredDeferred revenues are typically included in accrued expenses and other current liabilities in the accompanying consolidated balance sheets.
Warranty Accrual – Warranty terms range primarily from one year to lifetime on certain window and door components. Warranties are normally limited to replacement or service of defective components for the original customer. Some warranties are transferable to subsequent owners and are generally limited to ten years from the date of manufacture or require pro-rata payments from the customer. A provision for estimated warranty costs is recorded at the time of sale based on historical experience and we periodically adjust these provisions to reflect actual experience.
Restructuring – Costs to exit or restructure certain activities of an acquired company or our internal operations are accounted for as one-time termination and exit costs as required by the provisions of FASB ASC 420, Exit or Disposal Cost Obligations, and are accounted for separately from any business combination. A liability for costs associated with an exit or disposal activity is recognized and measured at its fair value in our consolidated statements of operations in the period in which the liability is incurred. When estimating the fair value of restructuring activities, assumptions are applied, which can differ materially from actual results. This may require us to revise our initial estimates, which may materially affect our results of operations and financial position in the period the revision is made.
Derivative Financial Instruments – Derivative financial instruments are used to manage interest rate risk associated with our borrowings and foreign currency exposures related to transactions denominated in currencies other than the U.S. dollar, or in the case of our non-U.S. companies, transactions denominated in a currency other than their functional currency. All derivatives are recorded as assets or liabilities in the consolidated balance sheets at their respective fair values. As of December 31, 2020,2023, December 31, 20192022 and December 31, 2018,2021, we had netting provisions in certain agreements with our counterparties. We have elected to not offset the fair values of derivative assets and liabilities executed with the same counterparty that are generally subject to enforceable netting agreements. Changes in a derivative’s fair value are recognized in earnings unless specific hedge criteria are met, and we elect hedge accounting prior to entering into the
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hedge. If a derivative is designated as a fair value hedge, the changes in fair value of both the derivative and the hedged item attributable to the hedged risks are recognized in the same line item in the results of operations. If the derivative is designated as a cash flow or net investment hedge, changes in the fair value related to the derivatives considered highly effective are initially recorded in accumulated other comprehensive income (loss) and subsequently classified to the consolidated statements of operations when the hedged item impacts earnings, and in the same line item on the consolidated statements of operations as the impact of the hedge transaction. Cash flows from all derivative instruments, including those not designated as hedging instruments, are classified in the same category as the cash flows from the item being hedged.
At the inception of a fair value, or cash flow hedge or net investment hedge we formally document the hedge relationship and the risk management objective for undertaking the hedge. In addition, for derivatives that qualify for hedge accounting, we assess, both at inception of the hedge and on an ongoing basis, whether the derivative financial instrument is and will continue to be highly effective in offsetting cash flows or fair value of the hedged item and whether it is probable that the hedged forecasted transaction will occur. Changes in the fair value of derivatives that do not qualify for hedge accounting, or fail to meet the criteria, thereafter, are also recognized in the consolidated statements of operations. See Note 24 - Fair Value of Financial Instruments for additional information on the fair value of our derivative assets and liabilities.
Revenue Recognition – Revenue is recognized when obligations under the terms of a contract with our customer are satisfied. Generally, this occurs with the transfer of control of our products or services. The transfer of control to the customer occurs at a point in time, usually upon satisfaction of the shipping terms within the contract. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. The taxes we collect concurrent with revenue-producing activities (e.g., sales tax, value addedvalue-added tax, and other taxes) are excluded from revenue. Incentive payments to customers that directly relate to future business are recorded as a reduction of net revenues over the periods benefited.
Shipping and handling costs are treated as fulfillment costs and are not considered a separate performance obligation. 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 1211 - Warranty Liability). Since payment is due at or shortly after the point of sale, the contract asset is classified as a receivable.
We do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to a customer and when the customer pays for that product or service will be one year or less. We do not typically include extended payment terms
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in our contracts with customers. Incidental items that are immaterial in the context of the contract are recognized as expense.
We disaggregate revenues based on geographical location. See Note 1614 - Segment Information for further information on disaggregated revenue.
Advertising Costs – All costs of advertising our products and services are charged to expense as incurred. Advertising and promotion expenses included in SG&A expenses were $31.7$30.1 million in 2020, $40.02023, $27.1 million in 2019,2022, and $43.4$25.8 million in 2018.2021.
Net Interest Expense and Extinguishment of Debt Costs – We record debt extinguishment costs separately from interest expense, net within other income in the consolidated statements of operations.
Foreign Currency Translation and Adjustments – Typically, our foreign subsidiaries maintain their accounting records in their local currency. All of the assets and liabilities of these subsidiaries (including long-term assets, such as goodwill) are converted to U.S. dollars at the exchange rate in effect at the balance sheet date, income and expense accounts are translated at average rates for the period, and shareholder’s equity accounts are translated at historical rates. The effects of translating financial statements of foreign operations into our reporting currency are recognized as a cumulative translation adjustment in consolidated other comprehensive income (loss). This balance is net of tax, where applicable.
The effects of translating financial statements of foreign operations in which the U.S. dollar is their functional currency are included in the consolidated statements of operations. The effects of translating intercompany debt are recorded in the consolidated statements of operations unless the debt is of a long-term investment nature in which case gains and losses are recorded in consolidated other comprehensive income (loss).
Foreign currency transaction gains or losses are credited or charged to income as incurred.
Income Taxes – Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those
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temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate both the positive and negative evidence that is relevant in assessing whether we will realize the deferred tax assets. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. The tax effects from an uncertain tax position can be recognized in the consolidated financial statements, only if the position is more likely than not to be sustained, based on the technical merits of the position and the jurisdiction taxes of the Company. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit and the tax related to the position would be due to the entity and not the owners. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized, upon ultimate settlement with the relevant tax authority. We apply this accounting standard to all tax positions for which the statute of limitations remains open. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.
The Tax Act passed in December 2017 continues to have significant effects on our financial statements primarily through Treasury regulations, whether proposed or final, which continue to be issued in relation to specific provisions of the Tax Act. In accordance with Staff Accounting Bulletin No. 118 issued by the SEC in December 2017 immediately following the passage of the Tax Act, we made provisional estimates for certain direct and indirect effects of the Tax Act based on information available to us at that time. In the fourth quarter of 2018, we completed our accounting for the enactment-date income tax effects of the Tax Act and recorded adjustments as a component of income tax expense from continuing operations. The Tax Act subjects a U.S. shareholder to current tax on GILTI earned by certain foreign subsidiaries. We have elected to account for the impact of GILTI in the period in which it is incurred.
We file a consolidated federal income tax return in the U.S. and various states. For financial statement purposes, we calculate the provision for federal income taxes using the separate return method. Certain subsidiaries file separate tax returns in certain countries and states. Any U.S. federal, state, and foreign income taxes refundable and payable are reported in other current assets and accrued expenses and other current liabilities in our consolidated balance sheet. We do not have any non-current taxes receivable or payable at December 31, 20202023 or December 31, 2019.2022.
We record interest and penalties on amounts due to tax authorities as a component of income tax expense (benefit) in the consolidated statements of operations. We have elected to account for the impact of GILTI in the period in which it is incurred.
Contingent Liabilities – Contingent liabilities arising from claims, assessments, litigation, fines, penalties, and other sources require significant judgment in determining the probability of loss and the amount of the potential loss. Each
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quarter, we review significant new claims and litigation for the probability of an adverse outcome. Estimates are recorded as liabilities when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. Disclosure is required when there is a reasonable possibility that the ultimate loss will materially exceed the recorded provision. Contingent liabilities are often resolved over long time periods. Estimating probable losses requires analysis of multiple forecasts that often depend on judgments about potential actions by third parties, such as regulators, and the estimated loss can change materially as individual claims develop. Legal costs incurred in connection with loss contingencies are expensed as incurred.
Employee Retirement and Pension Benefits – We have a defined benefit plan available to certain U.S. hourly employees and several other defined benefit plans located outside of the U.S. that are country specific. The most significant of these plans is in the U.S., which is no longer open to new employees. Amounts relating to these plans are recorded based on actuarial calculations, which use various assumptions, such as discount rates and expected return on assets. See Note 26 - Employee Retirement and Pension Benefits.
Recently Adopted Accounting Standards – In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope, to clarify the scope of ASU No. 2020-04. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. In May 2020, we elected the expedient within ASC 848 which allows us to assume that our hedged interest payments are probable of occurring regardless of any expected modifications in their terms related to reference rate return. In addition, ASC 848 allows for the option to change the method of assessing effectiveness upon a change in critical terms of the derivative or the hedged transactions and upon the end of relief under ASC 848. At this time, we have elected to continue the method of assessing effectiveness as documented in the original hedge documentation and apply the practical expedients related to probability to assume that the reference rate on the hypothetical derivative matches the reference rate on the hedging instrument. We plan to evaluate the remaining expedients for adoption, as applicable, when contracts are modified. Refer to Note 23 - Derivative Financial Instruments for additional disclosure information relating to our hedging activity.
In August 2018, the FASB issued ASU No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans, whichadds, modifies, and clarifies several disclosure requirements for employers that sponsor defined benefit pension or other post retirement plans. We adopted this guidance as of December 31, 2020. The adoption did not have a material impact to our financial statements or related disclosures.
In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. To simplify the measurement of goodwill impairments, this ASU eliminates Step 2 from the goodwill impairment test, which required the calculation of the implied fair value of goodwill. Instead, under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. We adopted this standard in the first quarter of 2020 and the adoption did not have an impact on our consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The standard requires the measurement and recognition of expected credit losses for financial assets held at amortized cost and adds an impairment model that is based on expected losses rather than incurred losses. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to (Topic 326), Financial Instruments-Credit Losses, (Topic 815), Derivatives and Hedging, and (Topic 825), Financial Instruments, to clarify and address certain items related to the amendments of ASU No. 2016-13. We adopted this standard in the first quarter of 2020 using the modified retrospective approach, which primarily impacted our allowance for doubtful accounts as a result of our analysis of customer historical credit and collections data. Additionally, we recognized a $5.7 million cumulative effect adjustment, net of tax, to retained earnings, which includes a $7.6 million increase to the allowance for doubtful accounts and a $1.9 million net impact to deferred tax assets.
Recent Accounting Standards Not Yet Adopted – 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. EarlyWe adopted this standard in the first quarter of 2021 and the adoption is permitted. We are currently assessing thedid not have an impact of this ASU on our consolidated financial statementsstatements.
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and disclosures.exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of LIBOR or by another reference rate expected to be discontinued. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope, to clarify the scope of ASU No. 2020-04. In December 2022, the FASB issued ASU No. 2022-06, Deferral of the Sunset Date of Topic 848, which extended the relief provisions under Topic 848 through December 31, 2024. In May 2020, we elected the expedient within ASC 848 which allowed us to assume that our hedged interest payments were probable of occurring regardless of any expected modifications in their terms related to reference rate reform. In addition, ASC 848 allowed for the option to change the method of assessing effectiveness upon a change in critical terms of the derivative or the hedged transactions and upon the end of relief under ASC 848. We elected to assess effectiveness as documented in the original hedge documentation and apply the practical expedients related to probability to assume that the reference rate on a hypothetical derivative matched the reference rate on the hedging instrument. In June 2023, we executed amendments to our Term Loan Facility, ABL Facility and interest rate derivative agreements to replace LIBOR with a Term SOFR based rate. These contract amendments did not have a material impact on our consolidated
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financial statements. Refer to Note 12 - Long-Term Debt and Note 23 - Derivative Financial Instruments for further information.
Recent Accounting Standards Not Yet Adopted – In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures. ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the CODM and included within the segment measure of profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM. ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and interim reporting periods in fiscal years beginning after December 31, 2024. The guidance will not have an impact on our financial positions and results of operations. We are currently evaluating the impact of this guidance on the Company’s disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 expands disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied either prospectively or retrospectively. We have not elected to early adopt this standard. The guidance will not have an impact on our financial positions and results of operations. We are currently evaluating the impact of this guidance on the Company’s disclosures.
We have considered the applicability and impact of all ASUs. We have assessed ASUs not listed above and have determined that they were either not applicable or were not expected to have a material impact on our financial statements.
Note 2. Acquisitions
In March 2019, we acquired VPI Quality Windows, Inc. (“VPI”). VPI is a leading manufacturer of vinyl windows, specializing in customized solutions for mid-rise multi-family, industrial, hospitality and commercial projects, primarily in the western U.S. VPI is located in Spokane, Washington and is a part of our North America segment.
The fair values of the assets and liabilities acquired of this acquisition are summarized below:
(amounts in thousands)Preliminary AllocationMeasurement Period AdjustmentFinal Allocation
Fair value of identifiable assets and liabilities:
Accounts receivable$11,417 $(420)$10,997 
Inventories2,555 (141)2,414 
Other current assets261 40 301 
Property and equipment3,166 176 3,342 
Identifiable intangible assets17,702 5,735 23,437 
Operating lease assets3,739 3,739 
Goodwill26,553 (3,053)23,500 
Other assets10 10 
Total assets$65,403 $2,337 $67,740 
Accounts payable2,629 2,629 
Other current liabilities1,875 522 2,397 
Operating lease liability3,413 3,413 
Other liabilities1,502 1,502 
Total liabilities$7,917 $2,024 $9,941 
Purchase price:
Cash consideration, net of cash acquired$57,486 $313 $57,799 
The final goodwill of $23.5 million, calculated as the excess of the purchase price over the fair value of net assets, represents operational efficiencies and sales synergies, and the full amount is expected to be tax-deductible. The intangible assets include customer relationships and tradenames and will be amortized over a weighted average amortization period of eight years.
Acquisition-related costs are expensed as incurred and are included in SG&A expense in our accompanying consolidated statements of operations. We incurred acquisition-related costs of $0.4 million during the year ended December 31, 2019. Prior to our purchase of VPI, certain employees held employment agreements including retention bonuses with service requirements extending into the post-acquisition period. As agreed with the former owners, the retention bonuses were prepaid at the acquisition date and any repayments of the retention bonuses under the terms of the employment agreements will accrue to the benefit of the former owners. The cash used to pay the retention bonuses was excluded from our determination of purchase price. In 2019, we expensed the post-acquisition value of these retention bonuses as acquisition-related cost totaling $7.1 million, which are included in SG&A expense in our accompanying consolidated statements of operations for the year ended December 31, 2019.
The purchase price allocation was considered complete as of March 28, 2020.
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During 2018,
Note 2. Discontinued Operations

On April 17, 2023, we entered into a Share Sale Agreement with Aristotle Holding III Pty Limited, a subsidiary of Platinum Equity Advisors, LLC, to sell our Australasia business (“JW Australia”), for a purchase price of approximately AUD $688 million. On July 2, 2023, we completed 4 acquisitions.the sale, receiving net cash proceeds of approximately $446 million, including $3.3 million of cash received from the settlement of certain forward contracts (refer to Note 23 - Derivative Financial Instruments for further information). We recorded a net gain on the sale of JW Australia of $15.7 million, net of taxes. The fair valuesnet gain on sale includes $30.3 million of cumulative translation adjustments losses and $1.0 million of accumulated net actuarial pension losses reclassified from other comprehensive income. The net gain on sale also includes a $10.2 million loss recorded in the fourth quarter of 2023 in estimated taxes directly related to the sale transaction and return to provision true ups for the period in which we owned JW Australia.
This divestiture qualified as a discontinued operation as of April 17, 2023 since it represents a strategic shift for us and has a major effect on our consolidated results of operations. Accordingly, the results of operations for the JW Australia reportable segment, together with certain costs related to the sale, have been classified as discontinued operations within the consolidated statements of operations for all periods presented.
Subsequent to the completion of the sale, we entered into an agreement to provide certain transition services to JW Australia, including providing information technology post-closing services, purchases under a supply agreement, and reimbursement for certain costs to upgrade specific IT systems up to a capped amount. As of December 31, 2023, we had a liability of approximately $8.2 million relating to these matters, of which $6.1 million is included in accrued expenses and other current liabilities and the remaining is included in deferred credits and other liabilities in our consolidated balance sheet. The Company has determined the impact of the continuing involvement is insignificant to our consolidated financial statements.
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The following is a summary of the major categories of assets and liabilities of JW Australia that had been reflected as held for sale in the period preceding the divestiture at:
(amounts in thousands)December 31, 2022
ASSETS
Cash and cash equivalents$54,930 
Accounts receivable, net72,516 
Inventories71,984 
Other current assets5,302 
Current assets of discontinued operations$204,732 
Property and equipment, net$120,482 
Deferred tax assets13,019 
Goodwill78,552 
Intangible assets, net43,999 
Operating lease assets, net38,887 
Other assets1,821 
Non-current assets of discontinued operations$296,760 
LIABILITIES
Accounts payable$33,704 
Accrued payroll and benefits26,635 
Accrued expenses and other current liabilities43,975 
Current maturities of long-term debt298 
Current liabilities of discontinued operations$104,612 
Long-term debt$448 
Unfunded pension liability4,396 
Operating lease liability30,754 
Deferred credits and other liabilities1,962 
Deferred tax liabilities862 
Non-current liabilities of discontinued operations$38,422 
The balances of the assets and liabilities acquired in these acquisitions are summarized below:
(amounts in thousands)Preliminary AllocationMeasurement Period AdjustmentFinal Allocation
Fair value of identifiable assets and liabilities:
Accounts receivable$58,714 $(2,079)$56,635 
Inventories97,305 (8,069)89,236 
Other current assets14,910 (6,137)8,773 
Property and equipment53,128 26,170 79,298 
Identifiable intangible assets70,057 (1,363)68,694 
Goodwill64,950 (4,330)60,620 
Other assets7,283 (3,528)3,755 
Total assets$366,347 $664 $367,011 
Accounts payable29,512 (6,097)23,415 
Current maturities of long-term debt17,278 803 18,081 
Other current liabilities27,595 4,496 32,091 
Long-term debt47,369 5,129 52,498 
Other liabilities17,551 (2,353)15,198 
Total liabilities$139,305 $1,978 $141,283 
Purchase price:
Cash consideration, net of cash acquired$169,002 $(1,314)$167,688 
Contingent consideration3,898 — 3,898 
Gain on previously held shares20,767 — 20,767 
Existing investment in acquired entity33,483 — 33,483 
Non-cash consideration related to acquired intercompany balances(108)— (108)
Total consideration, net of cash acquired$227,042 $(1,314)$225,728 
Goodwill of $60.6 million, calculatedJW Australia as the excess of the purchase price overdivestiture date of July 2, 2023 did not materially change from the fair valuebalances as of net assets, represents operational efficiencies and sales synergies, and no amount is expectedJuly 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 be tax-deductible. discontinued operations for the years ended December 31 were as follows:
(amounts in thousands)202320222021
Net revenues$301,876 $611,048 $610,737 
Cost of sales211,575 451,542 458,387 
Gross margin90,301 159,506 152,350 
Selling, general and administrative62,263 112,015 100,378 
Restructuring and asset related charges— 611 394 
Operating income28,038 46,880 51,578 
Interest (income) expense, net(685)(445)778 
Other income, net(2,274)(1,448)(2,604)
Income from discontinued operations before taxes30,997 48,773 53,404 
Income tax expense9,486 15,269 15,904 
Income from discontinued operations, net of tax$21,511 $33,504 $37,500 
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The intangible assets include customer relationships, tradenames, patents, and software and will be amortized over a weighted average amortization period of 16 years. Acquisition-related costs of $8.1 million were expensed as incurredcash flows related to discontinued operations have not been segregated and are included in SG&A expense in our accompanyingthe consolidated statements of operations forcash flows through the year ended December 31, 2018. The purchase price allocation was considered complete for the Domoferm, A&L, ABS, and D&K acquisitions as of March 30, 2019.
The contingent consideration relating to the A&L acquisition was based on underlying business performance through June 2018 and was paid in the third quarter of 2018 in the amount of $3.7 million. The gain on previously held shares relates to the remeasurement of our existing 50% ownership interest to fair value for one of the recent acquisitions.
We evaluated the acquisitions quantitatively and qualitatively and determined them to be insignificant both individually and in the aggregate. Therefore, certain pro forma disclosures under ASC 805-10-50 have been omitted.
The results of the acquisitions are included in our consolidated financial statements from thedivestiture date of their acquisition.July 2, 2023. The following table presents cash flow and non-cash information related to discontinued operations:
For the Years Ended December 31,
(amounts in thousands)202320222021
Depreciation and amortization$5,196 $18,622 $20,892 
Capital expenditures6,229 7,746 5,492 
Share-based incentive compensation926 1,591 221 
Provision for bad debt5,062 392 86 
Note 3. Accounts Receivable
We sell our manufactured products to a large number of customers, primarily in the residential housing construction and remodel sectors, broadly dispersed across many domestic and foreign geographic regions. We assess the credit risk relating to our accounts receivable based on quantitative and qualitative factors, primarilyincluding historical credit collections within each region where we have operations. We perform ongoing credit evaluations of our customers to minimize credit risk. We do not usually require collateral for accounts receivable, but willdo require advance payment, guarantees, a security interest in the products sold to a customer, and/or letters of credit in certain situations. Customer accounts receivable converted to notes receivable are collateralized by inventory or other collateral. One windowTwo customers, The Home Depot and door customer from our North America segment represents 15.4%, 14.6%,Lowe’s Companies, each accounted for more than 10% of the consolidated accounts receivable, net balance as of December 31, 2023 and 14.2% of net revenues in 2020, 2019, and 2018, respectively.
As of January 1, 2020, we adopted ASC 326 - Measurement of Credit Losses on Financial Instruments on a modified retrospective basis, which increased the allowance for doubtful accounts by $7.6 million on the date of adoption.
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December 31, 2022.
The following is a roll forward of our allowance for doubtful accountscredit losses as of December 31:
(amounts in thousands)(amounts in thousands)202020192018(amounts in thousands)202320222021
Balance as of January 1,Balance as of January 1,$(5,967)$(6,227)$(4,468)
Acquisitions (Note 2)
(235)(1,668)
Additions charged to expense(649)(961)(2,769)
Additions related to adoption of 2016-09(7,635)
Deductions1,898 1,407 2,301 
Charges to income (expense)
Write-offs
Currency translation
Currency translation
Currency translationCurrency translation(581)49 377 
Balance at period endBalance at period end$(12,934)$(5,967)$(6,227)
The decrease in the allowance for credit losses during 2023 was primarily due to improved collections experience and an improved portfolio of aged receivables.
Note 4. Inventories
Inventories are stated at the lower of cost or net realizable value. Finished goods and work-in-process inventories include material, labor, and manufacturing overhead costs.
(amounts in thousands)(amounts in thousands)20202019(amounts in thousands)20232022
Raw materialsRaw materials$382,698 $372,289 
Work in processWork in process35,712 38,432 
Finished goodsFinished goods93,818 94,357 
Provision for obsolete or excess inventory
Total inventoriesTotal inventories$512,228 $505,078 
To conform with current period presentation, certain amounts in prior period information have been reclassified.
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Note 5. Property and Equipment, Net
(amounts in thousands)(amounts in thousands)20202019(amounts in thousands)20232022
Land improvementsLand improvements$32,312 $34,211 
BuildingsBuildings536,376 511,563 
Machinery and equipmentMachinery and equipment1,508,979 1,423,809 
Total depreciable assetsTotal depreciable assets2,077,667 1,969,583 
Accumulated depreciationAccumulated depreciation(1,349,423)(1,252,092)
728,244 717,491 
554,556
LandLand72,525 69,262 
Construction in progressConstruction in progress71,816 77,622 
Total property and equipment, netTotal property and equipment, net$872,585 $864,375 
The prior year figures in the table above have been revised to correct for errors associated withWe recorded accelerated depreciation of our accounting for retirements and disposal of the fair value adjustments of buildings, machineryplant and equipment and accumulated depreciation associated with a 2006 acquisition in Europe. The effect of the errors was to understate the amounts previously reported for buildings by $9.3$7.4 million, machinery and equipment by $54.6 million, total depreciable assets by $63.9$0.7 million and accumulated depreciation by $63.9 million.
In the fourth quarter of 2019, we placed in service a newly constructed plant and corresponding machinery and equipment located within our Australasia segment.
We monitor all property and equipment for any indicators of potential impairment. We recorded impairment charges of $2.0 million, $3.7 million, and $1.1 million during the years ended December 31, 2020,2023, December 31, 2019,2022 and December 31, 2018, respectively.2021, respectively, within restructuring and asset related charges in the accompanying consolidated statements of operations. For more information, refer to Note 19 - Restructuring and Asset Related Charges.
During the twelve months ended December 31, 2023, we recorded $9.1 million of accelerated depreciation resulting from reviews of our North America equipment capacity optimization. These charges were recorded within cost of sales in the accompanying consolidated statements of operations.
The effect on our carrying value of property and equipment due to currency translations for foreign assetsproperty and equipment, net, was an increase of $27.1$7.9 million and a decrease of $2.0$14.1 million for the years ended December 31, 20202023 and December 31, 2019,2022, respectively.
Depreciation expense was recorded as follows:
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(amounts in thousands)
(amounts in thousands)
(amounts in thousands)(amounts in thousands)202020192018202320222021
Cost of salesCost of sales$88,551 $84,449 $85,357 
Selling, general and administrativeSelling, general and administrative9,594 9,882 8,699 
Total depreciation expenseTotal depreciation expense$98,145 $94,331 $94,056 
Note 6. Goodwill
The following table summarizes the changes in goodwill by reportable segment:
(amounts in thousands)North
America
EuropeAustralasiaTotal
Reportable
Segments
Balance as of December 31, 2018$223,562 $279,688 $82,692 $585,942 
Acquisitions26,553 26,553 
Acquisition remeasurements(1,535)(1,248)(2,783)
Sale of business unit(1,343)(1,343)
Currency translation265 (5,776)(358)(5,869)
Balance as of December 31, 2019$247,502 $273,912 $81,086 $602,500 
Currency translation148 29,485 7,734 37,367 
Balance as of December 31, 2020$247,650 $303,397 $88,820 $639,867 
(amounts in thousands)North
America
EuropeTotal
Reportable
Segments
Balance as of December 31, 2021$182,645 $278,668 $461,313 
Impairment— (54,885)(54,885)
Currency translation(376)(24,099)(24,475)
Balance as of December 31, 2022$182,269 $199,684 $381,953 
Currency translation143 8,074 8,217 
Balance as of December 31, 2023$182,412 $207,758 $390,170 
WeDuring the third quarter of 2022, management identified various qualitative and quantitative factors which collectively indicated a triggering event had occurred within our North America and Europe reporting units. These factors included the macroeconomic environment in each region including increasing interest rates, persistent inflation,and operational inefficiencies attributable to ongoing global supply chain disruptions, the continuing geopolitical environment in Europe associated with the conflict between Russia and Ukraine, and foreign exchange fluctuations. These factors have negatively impacted our business performance. Based upon the results of our interim impairment analysis, we concluded that the carrying amount of our Europe reporting unit exceeded its fair value, and we recorded impairments in prior periods relateda goodwill impairment charge of $54.9 million, for the year ended December 31, 2022, representing a partial impairment of goodwill assigned to the divestiture of certain operations. Cumulative impairments of goodwill totaled $1.6 million at December 31, 2018.Europe reporting unit. In addition, we determined our North America reporting unit was not impaired.
In accordance with current accounting guidance, we identified 3 reporting units for the purpose of conducting our goodwill impairment review. In determining our reportable units, we considered (i) whether an operating segment or a component of an operating segment was a business, (ii) whether discrete financial information was available, and (iii) whether the financial information is regularly reviewed by management of the operating segment.
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We performed our annual impairment assessmentassessments during the beginningfourth 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 December fiscal monthfourth quarter of 2020. The excess of2023, we determined that the fair value of our North America reporting units over their respective carrying valuesunit would have to decline significantly to be considered for potential impairment, and determined the 3fair value of our Europe reporting units exceeded 20%. NaN impairment loss was recorded in 2020, 2019, or 2018.unit would have to decline by approximately 3% to be considered for potential impairment.
Note 7. Intangible Assets, Net
The cost and accumulated amortization values of our intangible assets were as follows:
December 31, 2020
December 31, 2023December 31, 2023
(amounts in thousands)(amounts in thousands)CostAccumulated
Amortization
Net
Book Value
(amounts in thousands)CostAccumulated
Amortization
Net
Book Value
Customer relationships and agreementsCustomer relationships and agreements$155,006 $(68,186)$86,820 
SoftwareSoftware106,697 (26,801)79,896 
Trademarks and trade namesTrademarks and trade names60,699 (9,821)50,878 
Patents, licenses and rightsPatents, licenses and rights48,759 (20,298)28,461 
Total amortizable intangiblesTotal amortizable intangibles$371,161 $(125,106)$246,055 
December 31, 2019
(amounts in thousands)CostAccumulated
Amortization
Net
Book Value
Customer relationships and agreements$151,540 $(57,326)$94,214 
Software92,821 (18,222)74,599 
Trademarks and trade names58,088 (7,512)50,576 
Patents, licenses and rights45,392 (14,454)30,938 
Total amortizable intangibles$347,841 $(97,514)$250,327 

Through December 31, 2020, we have capitalized software costs
December 31, 2022
(amounts in thousands)CostAccumulated
Amortization
Net
Book Value
Customer relationships and agreements$121,461 $(73,182)$48,279 
Software108,611 (36,231)72,380 
Trademarks and trade names31,789 (9,000)22,789 
Patents, licenses and rights9,942 (5,284)4,658 
Total amortizable intangibles$271,803 $(123,697)$148,106 
We recorded accelerated amortization of $76.4 million related to the application development stage of our global ERP system implementation, including $16.2$14.1 million during the year ended December 31, 2020 and
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$31.8 million duringan ERP system that we intend to not utilize upon completion of the year ended December 31, 2019. In March 2020, we impaired $3.4 million of capitalized softwareJW Australia Transition Services Agreement period. The expense was recorded within impairment and restructuring chargesSG&A expense in the accompanying consolidated statements of operations dueoperations. We expect to delays in implementationrecord an additional $14.1 million of certainaccelerated amortization related to this ERP modules andthrough the uncertaintysecond quarter of its future. In the third quarter 2020, we reduced the estimated useful life of our initial ERP instance from 15 years to 10 years to align with our current plans for our future global ERP system. In the fourth quarter, we placed in service and began amortizing our current global ERP instance over its estimated useful life of 10 years. As of December 31, 2020, we have placed $68.7 million in service and are amortizing the cost of our global ERP system over its estimated useful life.2024.
The effect on our carrying value of intangible assets due to currency translations for foreign intangible assets was an increase of $9.2$0.7 million and a decrease of $1.5$2.1 million for the yearsyear ended December 31, 20202023 and December 31, 2019,2022, respectively.
See Note 2 - Acquisitions for a discussion of our acquisitions and associated intangible assets.
Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Intangible assets that become fully amortized are removed from the accounts in the period that they become fully amortized. Amortization expense was recorded as follows:
(amounts in thousands)
(amounts in thousands)
(amounts in thousands)(amounts in thousands)202020192018202320222021
Amortization expenseAmortization expense$28,541 $30,956 $22,208 

Estimated future amortization expense:
(amounts in thousands)(amounts in thousands)
2021$32,501 
202231,707 
202330,005 
(amounts in thousands)
(amounts in thousands)
2024
2024
2024202429,243 
2025202527,775 
2025
2025
2026
2026
2026
2027
2027
2027
2028
2028
2028
ThereafterThereafter94,824 
$246,055 
Thereafter
Thereafter
$
$
$
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Note 8. Leases
We lease certain warehouses, distribution centers, office spaces, land, vehicles, and equipment.
Effective January 1, 2019, we adopted ASU No. 2016-02 “Leases” using the modified retrospective approach.
Lease ROU assets and liabilities at December 31 were as follows:
(amounts in thousands)(amounts in thousands)Balance Sheet Location20202019
(amounts in thousands)
(amounts in thousands)
Assets:
Assets:
Assets:Assets:
OperatingOperatingOperating lease assets, net$214,727 $202,053 
Operating
Operating
Finance
Finance
FinanceFinance
Property and equipment, net (1)
5,791 4,045 
Total lease assetsTotal lease assets$220,518 $206,098 
Total lease assets
Total lease assets
Liabilities:
Liabilities:
Liabilities:Liabilities:
Current:Current:
Current:
Current:
Operating
Operating
OperatingOperatingAccrued expense and other current liabilities$44,319 $45,254 
FinanceFinanceCurrent maturities of long-term debt1,740 1,280 
Finance
Finance
Noncurrent:
Noncurrent:
Noncurrent:Noncurrent:
OperatingOperatingOperating lease liability177,491 164,026 
Operating
Operating
Finance
Finance
FinanceFinanceLong-term debt4,086 2,820 
Total lease liabilityTotal lease liability$227,636 $213,380 
Total lease liability
Total lease liability
(1)    Finance lease assets are recorded net of accumulated depreciation of $3.0$5.1 million and $1.5$3.7 million as of December 31, 20202023 and December 31, 2019,2022, respectively.
During the years ended December 31, 20202023 and December 31, 2019,2022, we obtained $55.5$52.5 million and $49.0$13.3 million in right-of-use assets, respectively, in exchange for operating lease liabilities, primarily relating to manufacturing equipment. We
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have revised the prior year right-of-use asset in exchange for operating lease liabilities amount to include all noncash operating lease activity. In December 2019, we entered into a 10 year operating lease for a replacement corporate airplane with an ROU asset of $11.7 million.
During the years ended December 31, 20202023 and December 31, 2019,2022, we obtained $3.3$5.4 million and $3.2$0.6 million in right-of-use assets, respectively, in exchange for finance lease liabilities.
The components of lease expense for the years ended December 31 were as follows:
(amounts in thousands)(amounts in thousands)20202019
(amounts in thousands)
(amounts in thousands)
Operating
Operating
OperatingOperating$56,066 $54,535 
Short termShort term12,803 11,543 
Short term
Short term
Variable
Variable
VariableVariable4,989 3,806 
Low valueLow value1,714 1,738 
Low value
Low value
Finance
Finance
FinanceFinance193 90 
Total lease costsTotal lease costs$75,765 $71,712 
Total lease costs
Total lease costs
2023
20202019
2023
2023
Weighted average remaining lease terms (years):
Weighted average remaining lease terms (years):
Weighted average remaining lease terms (years):Weighted average remaining lease terms (years):
OperatingOperating6.66.7
Operating
Operating
Finance
Finance
FinanceFinance3.83.7
Weighted average discount rate:Weighted average discount rate:
Weighted average discount rate:
Weighted average discount rate:
Operating
Operating
OperatingOperating4.2%4.7%
FinanceFinance3.5%4.4%
Finance
Finance

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Future minimum lease payment obligations under operating and finance leases are as follows:
December 31, 2020
December 31, 2023December 31, 2023
(amounts in thousands)(amounts in thousands)
Operating Leases (1)
Finance LeasesTotal(amounts in thousands)
Operating Leases (1)
Finance LeasesTotal
2021$53,958 $1,950 $55,908 
202247,133 1,529 48,662 
202339,399 1,416 40,815 
2024202430,854 1,107 31,961 
2025202524,219 167 24,386 
2026
2027
2028
ThereafterThereafter62,856 67 62,923 
Total lease paymentsTotal lease payments258,419 6,236 264,655 
Less: InterestLess: Interest36,609 410 37,019 
Present value of lease liabilityPresent value of lease liability$221,810 $5,826 $227,636 
(1)    Operating lease payments include $8.4$5.8 million related to options to extend lease terms that are reasonably certain of being exercised.
Note 9. Investments
During the first quarter of 2018, we purchased the remaining outstanding shares of a 50% owned equity method investment and we recognized a gain of $20.8 million on the previously held shares. This investment is now eliminated in consolidation.
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The results of operations for the equity method investment as of December 31, 2018 is summarized below:
(amounts in thousands)
Net sales$91,234 
Gross profit18,261 
Net income1,752 
Adjustment for profit (loss) in inventory(138)
Net income attributable to Company738 
Sales to affiliates totaled $16.5 million, purchases from affiliates totaled $1.0 million, and 0 impairments were recorded in 2018.
Note 10. Accrued Payroll and Benefits
(amounts in thousands)(amounts in thousands)20202019(amounts in thousands)20232022
Accrued bonuses and commissions
Accrued vacationAccrued vacation$49,902 $46,746 
Accrued payroll and commissions29,911 23,854 
Accrued bonuses28,100 11,101 
Accrued payroll
Accrued payroll taxesAccrued payroll taxes26,218 11,372 
Other accrued benefitsOther accrued benefits8,052 8,633 
Non-U.S. defined contributions and other accrued benefitsNon-U.S. defined contributions and other accrued benefits9,559 7,680 
Total accrued payroll and benefitsTotal accrued payroll and benefits$151,742 $109,386 
Total accrued payroll and benefits
Total accrued payroll and benefits
Accrued payroll taxes relates to provisions included within the CARES Act for the deferral of payroll taxes. Additional information is disclosed within Note 1 - Summary of Significant Accounting Policies within COVID-19.
Note 11.10. Accrued Expenses and Other Current Liabilities
(amounts in thousands)20202019
Legal claims provision$108,629 $79,332 
Accrued sales and advertising rebates87,030 67,250 
Current portion of operating lease liability (Note 8)
44,319 45,254 
Non-income related taxes31,436 23,178 
Current portion of warranty liability (Note 12)
21,766 21,054 
Accrued freight18,967 10,715 
Accrued expenses15,751 17,278 
Deferred revenue13,453 7,986 
Current portion of accrued claim costs relating to self-insurance programs11,882 12,312 
Accrued income taxes payable11,224 1,999 
Current portion of derivative liability (Note 23)
9,778 4,068 
Accrued interest payable3,681 2,126 
Current portion of restructuring accrual (Note 20)
1,373 6,051 
Total accrued expenses and other current liabilities$379,289 $298,603 
The legal claims provision relates primarily to contingencies associated with the ongoing legal matters disclosed in Note 25 - Commitments and Contingencies.
(amounts in thousands)December 31, 2023December 31, 2022
Accrued sales and advertising rebates$82,732 $90,461 
Current portion of operating lease liability32,477 31,152 
Current portion of warranty liability (Note 11)
22,819 21,215 
Non-income related taxes20,072 22,615 
Accrued freight18,963 17,377 
Accrued expenses15,758 13,505 
Current portion of accrued claim costs relating to self-insurance programs14,079 16,231 
Accrued income taxes payable9,252 9,368 
Deferred revenue and customer deposits7,189 10,084 
Current portion of restructuring accrual (Note 19)
3,375 5,021 
Current portion of derivative liability (Note 23)
2,996 3,346 
Accrued interest payable1,401 4,036 
Legal claims provision (Note 25)
2,683 3,490 
Total accrued expenses and other current liabilities$233,796 $247,901 
The accrued sales and advertising rebates, accrued interest payable, accrued freight, and non-income related taxes can fluctuate significantly period-over-period due to timing of payments.
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Note 12.11. Warranty Liability
Warranty terms vary from one year to lifetime on certain window and door components. Warranties are normally limited to servicing or replacing defective components for the original customer. Product defects arising within six months of sale are
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classified as manufacturing defects and are not included in the current period expense below. Some warranties are transferable to subsequent owners and are either limited to 10 years from the date of manufacture or require pro-rata payments from the customer. A provision for estimated warranty costs is recorded at the time of sale based on historical experience and is periodically adjusted to reflect actual experience.
An analysis of our warranty liability is as follows:
(amounts in thousands)(amounts in thousands)202020192018
(amounts in thousands)
(amounts in thousands)202320222021
Balance as of January 1Balance as of January 1$49,716 $46,468 $46,256 
Current period expense23,906 20,853 21,822 
Liabilities assumed due to acquisition2,104 1,550 
Current period charges
Experience adjustments
Experience adjustments
Experience adjustmentsExperience adjustments3,213 1,890 1,227 
PaymentsPayments(25,113)(21,818)(23,410)
Transfers to liabilities held for sale (Note 20)
Currency translationCurrency translation574 219 (977)
Balance at period endBalance at period end52,296 49,716 46,468 
Current portionCurrent portion(21,766)(21,054)(20,529)
Long-term portionLong-term portion$30,530 $28,662 $25,939 
The most significant component of our warranty liability iswas in the North America segment. As of December 31, 2023, the warranty liability in the North America segment which totaled $45.6$46.5 million, at December 31, 2020, after discounting future estimated cash flows at rates between 0.57%0.53% and 4.75%4.01%. Without discounting, the liability would have been higherincreased by approximately $2.5$3.8 million.
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Note 13.12. Long-Term Debt
Our long-term debt, net of original issue discount and unamortized debt issuance costs, consisted of the following:
December 31, 2020December 31, 2020December 31, 2019
December 31, 2023December 31, 2023December 31, 2023December 31, 2022
(amounts in thousands)(amounts in thousands)Interest RateDecember 31, 2020December 31, 2019
Senior Secured Notes and Senior Notes4.63% - 6.25%
Term loans1.06% - 2.15%588,881 591,153 
Senior Notes
Senior Notes
Senior Notes
Senior Secured Notes
Term Loan Facility
Revolving credit facility
Finance leases and other financing arrangementsFinance leases and other financing arrangements1.25% - 5.95%113,174 108,613 
Mortgage notesMortgage notes1.65%29,296 28,175 
Installment notes for stock0%205 
Total DebtTotal Debt1,781,351 1,528,146 
Unamortized debt issuance costs and original issue discountsUnamortized debt issuance costs and original issue discounts(13,309)(10,774)
Current maturities of long-term debt Current maturities of long-term debt(66,702)(65,846)
Long-term debtLong-term debt$1,701,340 $1,451,526 
Maturities by year, excluding unamortized debt issuance costs and original issue discounts:
2021$66,702 
202221,901 
202358,103 
2024545,172 
2025660,985 
(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, certain amounts in prior period information have been reclassified.
Maturities by year, excluding unamortized debt issuance costs and original issue discounts:
2024$36,177 
2025221,749 
202619,243 
2027415,025 
2028522,809 

Summaries of our significant changes to outstanding debt agreements as of December 31, 20202023 are as follows:
Senior Secured Notes and Senior Notes
In December 2017, we issued $800.0 million of unsecured Senior Notes in two tranches: $400.0 million bearing interest at 4.63% and maturing in December 2025 (“4.63% Senior Notes”), and $400.0 million bearing interest at 4.88% and maturing in December 2027 in a private placement for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act.
In May 2020, we issued $250.0 million of Senior Secured Notes bearing interest at 6.25% and maturing in May 2025 (“6.25% Senior Secured Notes”) in a private placement for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The proceeds were net of fees and expenses associated with debt issuance, including an underwriting fee of 1.25%. Interest is payable semiannually, in arrears, each May and November through maturity, beginning November 2020.November.
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In December 2017,On August 3, 2023, we issued $800.0redeemed all $250.0 million of unsecuredour 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 2 tranches: $400.0year ended December 31, 2023, consisting of $3.9 million bearing interest at 4.63%in call premium and maturing$2.6 million 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.accelerated amortization of debt issuance costs.
Term LoansLoan Facility
U.S. Facility - In December 2017, along with the issuance of the Senior Notes,Initially executed in October 2014, we re-priced and amended the facility, which resultedTerm Loan Facility in a principal balanceJuly 2021 to, among other things, extend the maturity date from December 2024 to July 2028 and provide additional covenant flexibility. Pursuant to the amendment, certain existing and new lenders advanced $550.0 million of $440.0 million. These re-pricedreplacement term loans, the proceeds of which were offered at par and bearused to prepay in full the amount outstanding under the previously existing term loans. The replacement term loans originally bore interest at the further reduced rate of LIBOR (subject to a floor of 0.00%) plus a margin of 1.75%2.00% to 2.00%, determined by our2.25% depending on JWI’s corporate credit ratings. ThisIn addition, the amendment also modified certain other terms and provisions including providing for additional covenant flexibility and additional capacity under the facility.
In February 2019, we purchased interest rate caps in order to effectively fix a 3.0% per annum ceiling on the LIBOR component of an aggregate $150.0 million of our term loans. The caps became effective March 29, 2019 and expire December 31, 2021.
In September 2019, we amended the Term Loan Facility, and adds language to provide for an incremental aggregate principal amountaddress the replacement of $125.0 million and usedLIBOR with a SOFR basis upon the proceeds primarily to repay $115.0 million of outstanding borrowings under the ABL Facility. The proceeds were netJune 30, 2023 cessation of the original issue discountpublication of 0.5%, or $0.6 million, as well as $0.6 millionLIBOR. Voluntary prepayments of the replacement term loans are permitted at any time, in fees and expenses associated withcertain minimum principal amounts, but were subject to a 1.00% premium during the debt issuance. Thisfirst six months. The amendment requires that approximately $1.4 million0.25% of the aggregateinitial principal amountto be repaid quarterly until maturity. As a result of this amendment, we recognized debt
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extinguishment costs of $1.3 million, which included $1.0 million of unamortized debt issuance costs and original discount fees. As of the maturity date. There were no other changes to key terms anddate of the facility maintains its original maturity date in December 2024. At December 31, 2020,amendment, the outstanding principal balance, net of original issue discount, was $548.6 million.
In June 2023, we amended the Term Loan Facility to replace LIBOR with a Term SOFR based rate as the successor benchmark rate and made certain other technical amendments and related conforming changes. All other material terms and conditions were unchanged.
In January 2024, we amended the Term Loan Facility to lower the applicable margin for replacement term loans, remove certain provisions no longer relevant to the parties, and make certain other technical amendments and related to conforming changes. Pursuant to the amendment, replacement term loans bear interest at SOFR plus a margin of 1.75% to 2.00% depending on JWI’s corporate credit ratings, compared to a margin of 2.00% to 2.25% under the previous amendment. All other material terms and conditions of the Term Loan Agreement were unchanged.
As of December 31, 2023, the outstanding principal balance, net of original issue discount, was $535.3 million$549.4 million..
In May 2020, we entered into interest rate swap agreements with a weighted average fixed rate of 0.395% paid against one-month LIBOR floored at 0.00% with outstanding notional amounts aggregating to $370.0 million corresponding to that amount of the debt outstanding under our Term Loan Facility. In June 2023, the interest rate swap agreements were amended to convert to a SOFR basis on June 30, 2023, resulting in a weighted average fixed rate of 0.317% paid against one-month USD-SOFR CME Term floored at (0.10)%. The interest rate swap agreements arewere designated as cash flow hedges of a portion of the interest obligations on our Term Loan Facility borrowings and maturematured in December 2023. See Note 23-23 - Derivative Financial Instruments for additional information on our derivative assets and liabilities.
Australia Facility - In June 2019, we reallocated AUD 5.0 million from the term loan commitment to the interchangeable commitment of the Australia Senior Secured Credit Facility. The amended AUD 50.0 million floating rate term loan facility bears interest at a base rate of BBSY plus a margin ranging from 1.00% to 1.10%, includes a line fee of 1.25% on the commitment amount, and matures in February 2023. This facility had an outstanding principal balance of AUD 50.0 million ($38.5 million) as of December 31, 2020.
Both the term loan and non-term loan portions of the Australia Senior SecuredRevolving Credit Facility are secured by guarantees of JWA and its subsidiaries, fixed and floating charges on the assets of JWA group, and mortgages on certain real properties owned by the JWA group. The agreement requires that JWA maintain certain financial ratios, including a minimum consolidated interest coverage ratio and a maximum consolidated debt to EBITDA ratio. The agreement limits dividends and repayments of intercompany loans where the JWA group is the borrower and limits acquisitions without the bank’s consent.
Revolving Credit Facilities
ABL Facility - In December 2019, we amended theInitially executed in 2014, extensions of credit under our ABL facility, a $400 million asset-based loan revolving credit facility maturing in December 2022, which did not have a financial impact. This facility bears interest primarily at LIBOR (subject to a floor of 0.00%) plus a margin of 1.25% to 1.75%, determined by availability. Extensions of creditFacility are limited by a borrowing base calculated based on specified percentages of the value of eligible accounts receivable and inventory, subject to certain reserves and other adjustments. We pay a fee of 0.25% on the unused portion of the commitments. The ABL Facility has a minimum fixed charge coverage ratio that we are obligated to comply with under certain circumstances. The ABL Facility has various non-financial covenants, including restrictions on liens, indebtedness, dividends, customary representations and warranties, and customary events of defaults and remedies.
In March 2020,July 2021, we drew $100.0 million under ouramended the ABL Facility asto, among other things, extend the maturity date from December 2022 to July 2026, increase the aggregate commitment to $500.0 million, provide additional covenant flexibility, conform certain terms and provisions to the Term Loan Facility, and amend the interest rate grid applicable to the loans thereunder by adding language to address the replacement of LIBOR with a precautionary measure to ensure funding of our seasonal working capital cash requirements givenSOFR basis upon the significant impactJune 30, 2023 cessation of the COVID-19 pandemicpublication of LIBOR. Pursuant to the amendment, the amount allocated to U.S. borrowers was increased to $465.0 million. The amount allocated to Canadian borrowers was maintained at $35.0 million. Borrowings under the ABL Facility bore, at the borrower’s option, interest at either a base rate plus a margin of 0.25% to 0.50% depending on global financial marketsexcess availability or LIBOR (subject to a floor of 0.00%) plus a margin of 1.25% to 1.50% depending on excess availability. All other material terms and economies. conditions were unchanged.
In May 2020,June 2023, we utilizedamended the ABL Facility to replace LIBOR with a portion ofTerm SOFR based rate as the proceeds received from our issuance of the $250.0 million of Senior Secured Notes to repay the outstanding balance on our ABL Facility. In the fourth quarter of 2020, we began to include the accounts receivablesuccessor benchmark rate and inventory balances ofmade certain recently acquired U.S. businesses in determining our availability, which expanded our borrowing base. other technical amendments and related conforming changes. All other material terms and conditions were unchanged.
As of December 31, 2020,2023, we had 0no outstanding borrowings, $38.5$10.6 million in letters of credit and $346.0$462.3 million available under the ABL Facility.
Australia Senior Secured Credit Facility -In June 2019, we amended the Australia Senior Secured Credit Facility, reallocating availability from the Australia Term Loan Facility and collapsing the floating rate revolving loan facility into an AUD 35.0 million interchangeable facility to be used for guarantees, asset financing, and loans of 12 months or less. In
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May 2020, we amended this facility to relax certain financial covenants and provide for a supplemental AUD 30.0 million floating rate revolving loan facility to be used for loans bearing interest at BBSY plus a margin of 1.10%, and a line fee of 0.90%, and maturing on June 30, 2021. The facility may be used only if and when the AUD 35.0 million interchangeable facility is fully utilized. As of December 31, 2020, we had AUD 30.0 million ($23.1 million) available under this facility. In addition, the AUD 35.0 million interchangeable facility was renewed with relaxed financial maintenance covenants to at least June 30, 2021 and its line fee increased to 0.70%, compared to a line fee of 0.50% under the previous amendment. The non-term loan portion of the Australia Senior Secured Credit Facility no longer has a set maturity date but is instead subject to an annual review. As of December 31, 2020, we had AUD 21.6 million ($16.6 million) available under this facility.
At December 31, 2020, we had combined borrowing availability of $385.7 million under our revolving credit facilities.
Mortgage Notes – In December 2007, we entered into thirty-year mortgage notes secured by land and buildings in Denmark with principal payments which began in 2018. AtAs of December 31, 2020,2023, we had DKK 177.4 148.6 million ( $29.3($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. AtAs of December 31, 2020,2023, we had $113.2 $74.5 million outstanding in this category, with maturities ranging from 20212024 to 2028.2031.
As of December 31, 2020,2023, we were in compliance with the terms of all of our credit facilitiesCredit Facilities and the indentures governing the Senior Notes and Senior Secured Notes.
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Note 14.13. Deferred Credits and Other Liabilities
Included in deferred credits and other liabilities is the long-term portion of the following liabilities as of December 31:
(amounts in thousands)(amounts in thousands)20202019(amounts in thousands)20232022
Warranty liability (Note 12)
$30,530 $28,662 
Uncertain tax positions (Note 15)
Uncertain tax positions (Note 15)
21,764 20,234 
Warranty liability (Note 11)
Workers' compensation claims accrualWorkers' compensation claims accrual16,856 14,604 
Accrued payroll taxes10,427 
Environmental contingencies (Note 25)
Environmental contingencies (Note 25)
8,300 
Other liabilitiesOther liabilities2,590 3,190 
Long term derivative liability (Note 23)
897 
Restructuring accrual (Note 20)
992 
Deferred income
Total deferred credits and other liabilitiesTotal deferred credits and other liabilities$91,368 $67,682 
Total deferred credits and other liabilities
Total deferred credits and other liabilities
Note 14. Segment Information
Accrued payroll taxes relatesWe report our segment information in the same way management internally organizes the business to provisions included within the CARES Actassess performance and make decisions regarding allocation of resources in accordance with ASC 280-10- Segment Reporting. Management reviews net revenues and Adjusted EBITDA from continuing operations to evaluate segment performance and allocate resources. We define Adjusted EBITDA from continuing operations as income (loss) from continuing operations, net of tax, adjusted for the deferralfollowing items: income tax expense (benefit); depreciation and amortization; interest expense, net; and certain special items consisting of payroll taxes. Additionalnon-recurring net legal and professional expenses and settlements; goodwill impairment; restructuring and asset related charges; other facility closure, consolidation, and related costs and adjustments; M&A related costs; net (gain) loss on sale of property and equipment; loss on extinguishment of debt; share-based compensation expense; pension settlement charges; non-cash foreign exchange transaction/translation (income) loss; and other special items. We use Adjusted EBITDA from continuing operations because we believe this measure assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. This non-GAAP financial measure should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP.
We have two reportable segments, organized and managed principally in geographic regions: North America and Europe. We report all other business activities in Corporate and unallocated costs. Factors considered in determining the two reportable segments include the nature of business activities, the management structure accountable directly to the CODM, the discrete financial information regularly reviewed by the CODM, and information presented to the Board of Directors and investors. No operating segments have been aggregated for our presentation of reportable segments.
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The following tables set forth certain information relating to our segments’ operations:
(amounts in thousands)North
America
EuropeTotal Operating
Segments
Corporate
and
Unallocated
Costs
Total
Consolidated
Year Ended December 31, 2023
Total net revenues$3,123,270 $1,187,118 $4,310,388 $— $4,310,388 
Intersegment net revenues(214)(5,840)(6,054)— (6,054)
Net revenues from external customers$3,123,056 $1,181,278 $4,304,334 $— $4,304,334 
Capital expenditures72,582 25,630 98,212 6,441 104,653 
Segment assets1,694,201 944,963 2,639,164 340,961 2,980,125 
Year Ended December 31, 2022
Total net revenues$3,260,166 $1,284,796 $4,544,962 $— $4,544,962 
Intersegment net revenues(813)(341)(1,154)— (1,154)
Net revenues from external customers$3,259,353 $1,284,455 $4,543,808 $— $4,543,808 
Capital expenditures59,023 19,095 $78,118 6,356 84,474 
Segment assets1,718,379 947,974 2,666,353 333,516 2,999,869 
Year Ended December 31, 2021
Total net revenues$2,829,918 $1,355,111 $4,185,029 $— $4,185,029 
Intersegment net revenues(678)(2,661)(3,339)— (3,339)
Net revenues from external customers$2,829,240 $1,352,450 $4,181,690 $— $4,181,690 
Capital expenditures49,805 29,611 79,416 14,785 94,201 
Segment assets1,634,937 1,188,024 2,822,961 373,714 3,196,675 

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(amounts in thousands)North
America
EuropeTotal Operating
Segments
Corporate
and
Unallocated
Costs
Total
Consolidated
Year Ended December 31, 2023
Income (loss) from continuing operations, net of tax$175,980 $(3,335)$172,645 $(147,410)$25,235 
Income tax expense (benefit)(1)
79,210 44,095 123,305 (59,966)63,339 
Depreciation and amortization(2)
79,900 30,185 110,085 24,911 134,996 
Interest expense, net4,713 3,224 7,937 64,321 72,258 
Restructuring and asset related charges29,207 5,738 34,945 796 35,741 
Net other special items13,179 1,548 14,727 34,143 48,870 
Adjusted EBITDA from continuing operations$382,189 $81,455 $463,644 $(83,205)$380,439 
Year Ended December 31, 2022
Income (loss) from continuing operations, net of tax$260,590 $(50,796)$209,794 $(197,571)$12,223 
Income tax expense(3)
6,963 3,307 10,270 7,771 18,041 
Depreciation and amortization69,427 31,139 100,566 12,566 113,132 
Interest expense, net4,011 6,193 10,204 72,301 82,505 
Goodwill impairment— 54,885 54,885 — 54,885 
Restructuring and asset related charges7,338 6,042 13,380 4,242 17,622 
Net other special items4,556 23,555 28,111 22,328 50,439 
Adjusted EBITDA from continuing operations$352,885 $74,325 $427,210 $(78,363)$348,847 
Year Ended December 31, 2021
Income (loss) from continuing operations, net of tax$255,975 $66,596 $322,571 $(191,249)$131,322 
Income tax expense (benefit)(3)
5,704 16,980 22,684 (3,048)19,636 
Depreciation and amortization72,095 32,855 104,950 11,405 116,355 
Interest expense, net6,080 9,282 $15,362 61,426 76,788 
Restructuring and asset related charges, net1,200 1,453 2,653 (97)2,556 
Net other special items11,827 126 11,953 34,164 46,117 
Adjusted EBITDA from continuing operations$352,881 $127,292 $480,173 $(87,399)$392,774 
(1)Income tax expense in our Europe segment includes an increase in valuation allowance against our foreign net operating loss carryforwards of $30.0 million.
(2)Corporate and unallocated costs depreciation and amortization expense in the year ended December 31, 2023 includes accelerated amortization of $14.1 million for an ERP system that we intend to not utilize upon completion of the JW Australia Transition Services Agreement period. North America depreciation and amortization expense in the twelve months ended December 31, 2023 includes accelerated depreciation of $9.1 million from reviews of equipment capacity optimization.
(3)Income tax expense (benefit) in Corporate and unallocated costs in the year ended December 31, 2022 and December 31, 2021 includes the tax impact of U.S. Operations.
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Reconciliations of income from continuing operations, net of tax to Adjusted EBITDA from continuing operations are as follows:
Year Ended
(amounts in thousands)202320222021
Income from continuing operations, net of tax$25,235 $12,223 $131,322 
Income tax expense(1)
63,339 18,041 19,636 
Depreciation and amortization(2)
134,996 113,132 116,355 
Interest expense, net72,258 82,505 76,788 
Special items:
Net legal and professional expenses and settlements(3)
28,184 (287)15,598 
Goodwill impairment(4)
— 54,885 — 
Restructuring and asset related charges(5)
35,741 17,622 2,556 
Other facility closure, consolidation, and related costs and adjustments(6)
2,237 18,891 2,326 
M&A related costs(7)
6,575 9,752 5,206 
Net (gain) loss on sale of property and equipment(8)
(10,523)(8,036)2,086 
Loss on extinguishment of debt(9)
6,487 — 1,342 
Share-based compensation expense(10)
17,477 14,577 19,988 
Pension settlement charge(11)
4,349 — — 
Non-cash foreign exchange transaction/translation loss (income)(12)
595 12,437 (10,421)
Other special items (13)
(6,511)3,105 9,992 
Adjusted EBITDA from continuing operations$380,439 $348,847 $392,774 
(1)Income tax expense in twelve months ended December 31, 2023 includes an increase in valuation allowance against foreign net operating loss carryforwards of $30.0 million.
(2)Depreciation and amortization expense in the year ended December 31, 2023 includes accelerated amortization of $14.1 million in Corporate and unallocated costs for an ERP system that we intend to not utilize upon completion of the JW Australia Transition Services Agreement period. In addition, the year ended December 31, 2023 includes accelerated depreciation of $9.1 million in North America from reviews of equipment capacity optimization.
(3)Net legal and professional expenses and settlements include: (i) in the year ended December 31, 2023, $26.1 million in strategic transformation expenses; (ii) in the year ended December 31, 2022, ($10.5) million of income resulting from a legal settlement, partially offset by $3.9 million in legal expenses relating primarily to litigation, and $3.8 million in strategic transformation expenses; (iii) in the year ended December 31, 2021, $14.4 million in legal fees and settlements relating primarily to litigation.
(4)Goodwill impairment consists of goodwill impairment charges associated with our Europe reporting unit.
(5)Represents severance, accelerated depreciation, equipment relocation and other expenses directly incurred as a result of restructuring events. The restructuring charges primarily relate to charges incurred to change the operating structure, eliminate certain roles, and close certain manufacturing facilities in our North America and Europe segments.
(6)Other facility closure, consolidation, and related costs and adjustments that do not meet the U.S. GAAP definition of restructuring, primarily related to the closure of certain facilities.
(7)M&A related costs consists primarily of legal and professional expenses related to the planned disposition of Towanda.
(8)Represents net (gain) loss on sales of property and equipment, primarily in the United Kingdom, Australia, and Klamath Falls, Oregon in the year ended December 31, 2023, and Phoenix, Arizona in the year ended December 31, 2022.
(9)Loss on extinguishment of debt of $6.5 million is disclosed withinrelated 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 126 - SummaryEmployee Retirement and Pension Benefits for additional information.
(12)Non-cash foreign exchange transaction/translation loss (income) primarily associated with fair value adjustments of Significant Accounting Policiesforeign currency derivatives and revaluation of intercompany balances.
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(13) within COVID-19.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, certain amounts in prior period information have been reclassified.
Net revenues by locality are as follows for the years ended December 31,:
(amounts in thousands)202320222021
Net revenues by location of external customer
Canada$260,897 $258,629 $220,962 
U.S.2,841,921 2,978,492 2,587,536 
South America (including Mexico)20,212 22,656 21,371 
Europe1,180,075 1,280,364 1,350,582 
Africa and other1,229 3,667 1,239 
Total$4,304,334 $4,543,808 $4,181,690 
Geographic information regarding property, plant, and equipment which exceed 10% of consolidated property, plant, and equipment is as follows for the years ended December 31,:
(amounts in thousands)202320222021
North America:
U.S.$412,195 $422,428 $425,680 
Other33,836 29,587 29,901 
446,031 452,015 455,581 
Europe180,822 170,346 188,100 
Corporate:
U.S. and other17,392 19,643 19,874 
Total property and equipment, net$644,245 $642,004 $663,555 

Note 15. Income Taxes
Income (loss) before taxes, equity earnings is comprised of the following for the years ended December 31:
(amounts in thousands)202020192018
Domestic (loss) income$(8,791)$(784)$192 
Foreign income125,466 120,829 130,919 
Total income before taxes, equity earnings$116,675 $120,045 $131,111 
(amounts in thousands)202320222021
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 $150,958 
Our foreign income is primarilyhistorically driven by our subsidiaries in Australia, Canada, Germany, and the U.K. The statutory tax rates are 30%, 27%, 29%, and 19%, respectively.Denmark.
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Significant components of the provision (benefit) for income taxes are as follows for the years ended December 31:
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(amounts in thousands)202320222021
Federal$(2,464)$407 $520 
State1,753 1,103 480 
Foreign40,452 19,558 31,862 
Current taxes39,741 21,068 32,862 
Federal4,220 14,075 3,689 
State7,757 (4,854)(5,927)
Foreign11,621 (12,248)(10,988)
Deferred taxes23,598 (3,027)(13,226)
Total provision for income taxes$63,339 $18,041 $19,636 

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(amounts in thousands)202020192018
Federal$3,053 $5,037 $(9,760)
State756 935 764 
Foreign30,343 29,264 34,742 
Current taxes34,152 35,236 25,746 
Federal(8,134)11,771 (24,445)
State68 6,620 (12,760)
Foreign(997)3,447 1,401 
Deferred taxes(9,063)21,838 (35,804)
Total provision (benefit) for income taxes$25,089 $57,074 $(10,058)
On December 22, 2017, the Tax Act was enacted in the U.S. The specific provisions of the Tax Act had both direct and indirect impacts on our 2017 and 2018 results and continue to materially affect our financial results as regulations continue to be finalized.
As of December 31, 2018, we completed our accounting for the income tax effects of the Tax Act as of the enactment date. As further discussed below, we recognized a tax benefit of $40.2 million in 2018 which effectively reduced the net charges recorded at December 31, 2017. These adjustments were accounted for as a component of income tax expense from continuing operations. The specific adjustments recorded were (i) an increase to the tax expense recorded related to the revaluation of our net deferred tax assets from $21.1 million to $55.3 million resulting in an additional charge to 2018 earnings of $34.2 million, (ii) a reduction of the estimate of the one-time deemed repatriation tax from $11.3 million to 0 resulting in a tax benefit recorded in 2018 earnings of $11.3 million, and (iii) a reduction of the additional tax expense recorded related to the premised repatriation of funds from foreign subsidiaries from $65.8 million to $2.7 million resulting in a tax benefit recorded in 2018 earnings of $63.1 million.
The Tax Act subjects a U.S. shareholder to current U.S. tax on GILTI earned by certain foreign subsidiaries. GILTI had a material effect on our effective tax rate in 2020, 2019, and 2018 and will likely continue to have such an effect in future periods. The FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income, states that we are permitted to make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or provide for the tax expense related to such income in the year the tax is incurred. We have elected to account for the impact of GILTI in the period in which it is incurred. During 2020, the US Treasury issued final regulations governing the treatment of GILTI under IRC§ 951A. Included in these final regulations was a provision to allow taxpayers to make an annual election to exclude certain foreign income which is subject to a threshold level of tax in their respective foreign jurisdiction from US tax as GILTI (the High Tax Exclusion or “HTE election”). While this HTE election had been outlined in the proposed regulations issued in 2019, the final regulations allowed the election to be applied retroactively to tax years 2018 and 2019. By making this election as well as finalizing other related planning steps, we were able to effectively restore certain tax attributes recorded as deferred tax assets consisting primarily of U.S. net operating losses originally impacted by GILTI resulting in net tax benefit of $10.8 million.
The CARES Act, among other things, increased the limitation on the deductibility of business interest to 50% of "adjusted taxable income" for taxable years beginning after December 31, 2018 and before January 1, 2021 and allows taxpayers to elect to compute the limitation on business interest expense for 2020 by using its "adjusted taxable income" from 2019. The CARES Act also suspends the 80% limitation on the deduction of net operating losses for taxable years beginning before January 1, 2021 and enables taxpayers to carry back net operating losses generated in a taxable year beginning after December 31, 2017 and before January 1, 2021 to each of the five preceding taxable years. The CARES Act also contains provisions relating to refundable payroll tax credits, deferment of employer side social security payments, alternative minimum tax credit refunds, and technical corrections, among others. We have considered the impacts of these provisions with respect to certain deferrals of tax and other payments, as well as the enhanced depreciation provisions for qualified improvement property and certain elections relating to interest expense limitations.
The significant components of the deferred income tax benefit attributed to income from continuing operations for the year ended December 31, 2020, were the net increases in deferred tax assets related to the HTE election explained above. The significant components of deferred income tax expense attributed to income from continuing operations for the year ended December 31, 2019, were increases to the valuation allowances for deferred tax assets, primarily in the U.S. The significant components of the deferred income tax benefit attributed to income from continuing operations for the year ended December 31, 2018, were the adjustments related to the provisional amounts of the income tax effects of the Tax Act and the additional release of valuation allowances, primarily in the U.S.
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Reconciliation of the U.S. federal statutory income tax rate to our effective tax rate is as follows for the years ended December 31:
202020192018
2023202320222021
(amounts in thousands)(amounts in thousands)Amount%Amount%Amount%(amounts in thousands)Amount%Amount%Amount%
Statutory rateStatutory rate$24,502 21.0$25,209 21.0$27,515 21.0Statutory rate$18,601 21.021.0$6,355 21.021.0$31,702 21.021.0
State income tax, net of federal benefitState income tax, net of federal benefit(444)(0.4)3,180 2.6(1,207)(0.9)State income tax, net of federal benefit1,959 2.22.22,154 7.17.12,339 1.51.5
Foreign source dividends and deemed inclusionsForeign source dividends and deemed inclusions11,170 9.610,797 9.016,295 12.4Foreign source dividends and deemed inclusions1,906 2.22.2(237)(0.8)(0.8)(9,822)(6.5)(6.5)
Valuation allowanceValuation allowance(17,489)(15.0)10,144 8.4(85,876)(65.5)Valuation allowance32,666 36.936.9(11,256)(37.2)(37.2)(7,331)(4.9)(4.9)
Nondeductible expensesNondeductible expenses1,653 1.41,276 1.11,097 0.8Nondeductible expenses2,661 3.03.02,097 6.96.92,741 1.81.8
Acquisition of ABS00(10,189)(7.8)
Goodwill impairmentGoodwill impairment— 12,735 42.1— 
Equity based compensationEquity based compensation2,185 1.92,526 2.154 0Equity based compensation4,086 4.64.62,486 8.28.2(787)(0.5)(0.5)
Foreign tax rate differentialForeign tax rate differential1,613 1.41,964 1.63,557 2.7Foreign tax rate differential(488)(0.6)(0.6)(1,365)(4.5)(4.5)(2,759)(1.8)(1.8)
Tax rate differences and creditsTax rate differences and credits26,001 22.3(1,867)(1.5)96,231 73.4Tax rate differences and credits3,675 4.14.13,469 11.511.5(10,264)(6.8)(6.8)
Uncertain tax positionsUncertain tax positions(2,685)(2.3)1,604 1.35,443 4.2Uncertain tax positions(174)(0.2)(0.2)2,966 9.89.88,711 5.85.8
Change in indefinite reversal assertionChange in indefinite reversal assertion— — 5,016 3.4
Prior year provision to return adjustmentsPrior year provision to return adjustments(571)(0.6)(789)(2.6)210 0.1
Termination of hedge accounting04,533 3.80
U.S. Tax Reform(21,797)(18.7)0(62,836)(47.9)
Disposition of subsidiary0(2,384)(2.0)0
OtherOther380 0.392 0.1(142)(0.1)
Effective rate for continuing operations$25,089 21.5%$57,074 47.5%$(10,058)(7.7)%
Other
Other(982)(1.1)(574)(1.9)(120)(0.1)
Effective tax rate
Effective tax rate
Effective tax rate$63,339 71.5%$18,041 59.6%$19,636 13.0%
In 2020,During the year ended December 31, 2023, we recordedrecognized 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 $10.8$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 HTE electionimpact of GILTI, a benefit of $6.7 million from the reduction to state NOL and related planning. Specifically, this benefit consisted of 1) benefits directly related to the HTE election of $21.8 million disclosed as U.S. Tax Reform above, 2) reduction of the U.S.state credits valuation allowance, in the amountand $3.6 million of $20.1 million disclosed as a component of the Valuation Allowance line above,tax benefit attributable to research and development tax credits, partially offset by 3)$5.0 million tax expense relatedattributable to a reduction in U.S.removing our assertion on certain undistributed foreign tax credit carryforwards totaling $28.0 million, and 4) additional state tax expense relatedearnings.
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In 2019, we recorded tax expense of $4.5 million upon the termination of hedge accounting to relieve the disproportionate tax effect previously in Accumulated Other Comprehensive Income. The tax benefit arising from the disposition of our subsidiary, CMD, is $2.4 million and included in the “Disposition of subsidiary” line in the reconciliation of tax expense table above.
In 2018, we recorded a tax benefit of $40.2 million to revise the provisional estimates recorded under the Tax Act. The “U.S. Tax Reform” line in the reconciliation of tax expense above totals $62.8 million and is comprised of tax benefit of $11.3 million for the reduction of the estimated one-time deemed repatriation tax, tax benefit of $85.7 million attributed to the restoration of the Company’s net operating losses, offset by tax expense of $34.2 million for the revaluation of our deferred tax assets. The remaining tax expense is comprised of: additional tax expense of $97.6 million for the reduction of foreign tax credits included in “Tax rate differences and credits”, offset by tax benefit of $75.0 million included above as “Valuation allowance”.
In 2018, we recorded a benefit of $10.2 million related to certain tax effects of ABS transitioning to a wholly-owned subsidiary and the tax effects of the gain recognized on the acquisition.
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)20232022
Net operating loss and tax credit carryforwards$157,790 200,343 
Operating lease liabilities24,210 34,709 
Employee benefits and compensation24,894 $28,161 
Accrued liabilities and other46,944 35,807 
Inventory7,255 7,531 
Allowance for credit losses3,789 4,851 
Investments and marketable securities522 — 
Capitalized research and development expenses31,782 18,327 
Gross deferred tax assets297,186 329,729 
Valuation allowance(54,786)(21,048)
Deferred tax assets242,400 308,681 
Depreciation and amortization(74,328)(93,810)
Operating lease assets(22,442)(32,953)
Investments and marketable securities— (3,401)
Investment in subsidiaries(2,347)(4,218)
Deferred tax liabilities(99,117)(134,382)
Net deferred tax assets$143,283 $174,299 
Balance sheet presentation:
Non-current assets$150,453 $182,161 
Non-current liabilities(7,170)(7,862)
Net deferred tax assets$143,283 $174,299 
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BackAt 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 top
(amounts in thousands)20202019
Net operating loss and tax credit carryforwards$180,203 $199,889 
Operating lease liabilities58,405 54,448 
Employee benefits and compensation53,135 47,760 
Accrued liabilities and other52,057 38,494 
Inventory6,855 5,842 
Investments and marketable securities2,392 2,768 
Allowance for doubtful accounts and notes receivable3,887 1,641 
Gross deferred tax assets356,934 350,842 
Valuation allowance(51,847)(67,664)
Deferred tax assets305,087 283,178 
Depreciation and amortization(56,844)(55,994)
Operating lease assets(56,370)(52,635)
Deferred tax liabilities(113,214)(108,629)
Net deferred tax assets$191,873 $174,549 
Balance sheet presentation:
Long-term assets$199,194 $183,837 
Long-term liabilities(7,321)(9,288)
Net deferred tax assets$191,873 $174,549 
expire in 2024. $271.5 million of such NOL carryforwards do not expire. In addition, the Company had tax credit carryforwards of $40.3 million and $46.9 million at December 31, 2023 and 2022, respectively, which begin to expire in 2024.
Valuation Allowance – The realization of deferred tax assets is based on historical tax positions and estimates of future taxable income. We evaluate both the positive and negative evidence that we believe is relevant in assessing whether we will realize the deferred tax assets. We consider historical taxable income, the scheduled reversal of deferred tax liabilities (including the effect in available carry back and carryforward periods), projected taxable income, and tax-planning strategies in making this assessment. A valuation allowance is recorded when it is more likely than not that some portion of the deferred tax assets will not be realized.
The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. We consider the scheduled reversal of deferred tax liabilities (including the effect of available carryback and carryforward periods), and projected taxable income in making this assessment. To fully utilize the NOLNOLs and tax credits carryforwards, we will need to generate sufficient future taxable income in each respective jurisdiction before the expiration of the deferred tax assets governed by the applicable tax code.
OurBased on the level of historical taxable income and projections for future taxable income over the periods for which the deferred tax assets are deductible, management believes that it is more likely than not that we will realize the benefits of these deductible differences, net of existing valuation allowances at December 31, 2023. The amount of the deferred tax asset considered realizable, however, could be reduced or increased in the near term if estimates of future taxable income during the carryforward periods are reduced or exceeded.
Subsequently recognized tax benefits related to the valuation allowance was $51.8for deferred tax assets as of December 31, 2023 will be allocated to consolidated statement of operations.
We had a valuation allowance of $54.8 million and $21.0 million as of December 31, 2020, which represents a decrease of $15.8 million from2023 and December 31, 2019 and2022, respectively. The increase was allocated to continuing operations. The decrease in the valuation allowance primarily relates to a decrease of $20.1 million for U.S. foreign tax credits, partially offsetdriven by an increase of $1.1$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 losses ("NOL")loss carryforwards and credits duestate credit carryforwards.
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Back to the impact of forecasted taxable income in the carry-forward period, an increase of $1.5 million for changes in current year earnings for certain other subsidiaries, and foreign exchange.top
Our valuation allowance was $67.7 million as of December 31, 2019, which represents an increase of $10.1 million from December 31, 2018 and was allocated to continuing operations. The increase in the valuation allowance primarily relates to an increase of $3.9 million due to expiring foreign tax credits, an increase of $3.6 million for state net operating losses ("NOL") and credits due to the impact of forecasted taxable income in the carry-forward period, an increase of $1.8 million for our Chilean subsidiary, and other changes to existing valuation allowances totaling approximately $0.8 million for changes in current year earnings for certain other subsidiaries and foreign exchange.
The following is the activity in our valuation allowance:
(amounts in thousands)202020192018
Balance as of January 1,$(67,664)$(57,571)$(144,701)
Valuation allowances established(2,001)(260)
Changes to existing valuation allowances(2,622)(8,043)85,828 
Release of valuation allowances20,111 
Currency translation(1,672)(49)1,562 
Balance as of December 31,$(51,847)$(67,664)$(57,571)
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Loss Carryforwards – We reduced our income tax payments by utilizing NOL carryforwards of $97.7 million in 2020, $208.0 million in 2019 and $163.7 million in 2018. The 2020 utilization is offset by the restoration of certain NOL’s totaling approximately $203.4 million primarily as a result of the HTE election and related planning as outlined above and differences arising from tax return filings. At December 31, 2020, our federal, state and foreign NOL carryforwards totaled $1,428.9 million, of which $94.1 million does not expire and the remainder expires as follows:
(amounts in thousands)
2021$15,323 
202216,079 
202329,905 
202460,070 
Thereafter1,213,430 
Total loss carryforwards$1,334,807 
We utilized approximately $146.2 million of NOL carryforwards in the U.S. in 2018; however, the deferred tax asset related to these NOLs actually increased due to the restoration of certain loss carryforwards upon the finalization of the accounting for effects of the Tax Act. At December 31, 2020, our capital loss carryforwards totaled $22.4 million, which are all foreign and do not expire.
Section 382 Net Operating Loss Limitation – On November 20, 2017 and October 3, 2011, we had a change in ownership pursuant to Section 382 of the Code. Under this provision of the Code, the utilization of any of our NOL or tax credit carryforwards, incurred prior to the date of ownership change, may be limited. Analyses of the respective limits for each ownership change indicated no reason to believe the annual limitation would impair our ability to utilize our NOL carryforward or net tax credit carryforwards as provided. We have concluded the limitation under Section 382 should not prevent us from fully utilizing these historical NOLs.
Tax Credit Carryforwards – Our tax credit carryforwards expire as follows:
(amounts in thousands)EZ CreditR & E creditForeign Tax CreditWork Opportunity & Welfare to Work CreditState Investment Tax CreditsTip CreditTOTAL
2021$$194 $$$24 $$218 
2022173 1,061 11 1,245 
202314 5,735 1,687 7,436 
2024147 3,514 87 3,748 
2025164 4,863 5,031 
Thereafter68 11,277 3,108 7,326 66 102 21,947 
$68 $11,969 $18,281 $7,326 $1,879 $102 $39,625 
(amounts in thousands)202320222021
Balance as of January 1,$(21,048)$(31,825)$(37,786)
Valuation allowances established11 (28)— 
Changes to existing valuation allowances(32,830)(31)(2,066)
Release of valuation allowances9,918 7,510 
Currency translation(920)918 517 
Balance at period end$(54,786)$(21,048)$(31,825)
Earnings of Foreign SubsidiariesHistorically, we have not provided for U.S. tax impactsThe Company continually evaluates its global cash needs. During the third quarter of any2021, the Company removed its indefinite reinvestment assertion on a majority of unremitted earnings of its foreign subsidiaries. The Tax Act made significant changes to the taxation of undistributed foreign earnings, including that all previously untaxed earnings and profits of our controlled foreign corporations be subjected to a one-time deemed repatriation tax in 2017. In its final analysis of the effects of the Tax Act, the Company provided for U.S. income taxes on approximately $121.0 million of earnings of our foreign subsidiaries deemed to be repatriated.
Beginning in 2018, the Tax Act provides for a 100% dividends received deduction for untaxed earnings received from most foreign corporations. The repatriation tax substantially eliminated the basis difference that existed previously for purposes of ASC Topic 740. Although dividend income is now generally exempt from U.S. federal income tax in the hands of U.S. corporate shareholders, the guidance of ASC 740-30 still applies to account for the tax consequencescertain other aspects of outside basis differences in its foreign subsidiaries. Deferred tax expense of $5.0 million was recorded for withholding and otherincome taxes which would be owed if earnings were remitted to the U.S. parent. In 2023, the Company completed its sale of the Australasia business and correspondingly reduced its deferred tax impactsliability related to the Australasia unremitted earnings in 2023. As of investments in non-U.S. subsidiaries. Although likely not subject to U.S. federal taxation, there are limited other taxes that could continue to apply such as foreign income and withholding as well as certain state taxes.
December, 31, 2023 we have $2.3 million of deferred tax liability remaining on our balance sheet. The Company routinely evaluates itscontinued to make an indefinite reversalreinvestment assertion on other aspects of the outside basis difference in non-U.S.foreign subsidiaries that allowswould attract a tax cost in excess of the nonrecognitionCompany’s cost of associated deferred taxes. Ascapital.
The Company repatriated $21.8 million and $132.8 million from certain foreign jurisdictions for the years ended December 31, 2023 and 2022, respectively. The Company is asserting that its future earnings, in excess of previously taxed earnings, are permanently reinvested as of December 31, 2020, the2023. The Company has not recorded deferred tax liabilities or assets forcontinues to make an indefinite reinvestment assertion on other aspects of the outside basis differencedifferences in any foreign subsidiary. We have concluded that a majority of the unremitted earnings of our foreign subsidiaries are indefinitely reinvested, with certain minor exceptions that do not have an associatedwould attract a significant cost of capital. No additional deferred tax cost.expense is recorded on prospective earnings. We hold a combined book-over-tax outside basis difference of $449.4$245.1 million and $161.0 million as of December 31, 2023 and December 31, 2022 in
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our investment in foreign subsidiaries on a continuing operations basis and may incur up to $22.0$30.4 million of local country income and withholding taxes in case of distribution of unremitted earnings.
Dual-Rate Jurisdiction – Estonia and Latvia tax the corporate profits of resident corporations at different rates depending upon whether the profits are distributed. The undistributed profits of resident corporations are exempt from taxation while any distributed profits are subject to a 20% corporate income tax rate. The liability for the tax on distributed profits is recorded as an income tax expense in the period in which a dividend is declared. The amountbalance of retained earnings atof 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, 20202023 and 2019 forDecember 31, 2022, respectively. The balance of retained earnings of our EstoniaLatvian subsidiary which, if distributed, would be subject to this tax was $74.8$32.8 million and $69.2$29.8 million respectively. The amountas of retained earnings at December 31, 20202023 and 2019 for our Latvian subsidiary which, if distributed, would be subject to a 20% corporate income tax rate is $24.3 million and $21.4 million,December 31, 2022, respectively.
Tax Payments and Balances – We made tax payments of $26.8$48.8 million, in 2020, $32.1$46.8 million, in 2019,$38.6 million during the years ended December 31, 2023, 2022, and $49.7 million in 20182021, respectively, primarily for foreign liabilities. We received tax refunds of $6.4$0.7 million, $1.9 million, and $2.1 million during the years ended in 2020, $5.6 millionDecember 31, 2023, 2022, and 2021, respectively. Total receivables for tax refunds are recorded in 2019, and $3.3 million in 2018 and the primary jurisdictions for which refunds were receivedother current assets in the current year are Australia, Austria,accompanying balance sheets and the U.S. We recorded global receivables for refunds of $4.1totaled $14.2 million and $13.3 million at December 31, 20202023 and $9.0 million at December 31, 2019, which is included in other current assets on the accompanying consolidated balance sheets. We recorded foreign2022, respectively. Foreign payables for taxes of $11.2 million at December 31, 2020 and $2.0 million at December 31, 2019, which is includedare recorded in accrued income taxes payable in the accompanying consolidated balance sheets.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, 2020.2023 and December 31, 2022.
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Accounting for Uncertain Tax Positions – A reconciliation of the beginning and ending amounts of unrecognized tax benefits excluding interest and penalties is as follows:
(amounts in thousands)202020192018
Balance as of January 1,$16,205 $15,500 $12,616 
Increase for tax positions taken during the prior period1,105 1,383 3,397 
Decrease for settlements with taxing authorities(34)(426)(157)
(Decrease) increase for tax positions taken during the current period(38)300 
Decrease due to statute expiration(1,569)
Other decreases(92)
Currency translation1,288 (214)(564)
Balance at period end - unrecognized tax benefit16,995 16,205 15,500 
Accrued interest and penalties5,567 5,671 3,677 
$22,562 $21,876 $19,177 
The prior period information in the table above has been reclassified to conform with current period presentation.
(amounts in thousands)202320222021
Balance as of January 1,$29,300 $26,825 $16,995 
Increase for tax positions taken during the prior period14,320 4,565 10,367 
Decrease for settlements with taxing authorities(7,347)(1,527)— 
Increase for tax positions taken during the current period1,472 709 869 
Decrease due to statute expiration(159)(75)(163)
Currency translation1,314 (1,197)(1,243)
Balance at period end - unrecognized tax benefit$38,900 $29,300 $26,825 
Unrecognized tax benefits were $17.0$38.9 million, $16.2$29.3 million, and $15.5$26.8 million at December 31, 2020, 2019,2023, 2022, and 2018,2021, respectively. The changes duringincrease is primarily related to management’s assessment of a potential liability as a result of ongoing tax audit discussions in Europe as well as uncertainty on prior years’ research and development tax credits in the U.S. The unrecognized tax benefit recorded in the current period relate to the establishment of an uncertain tax positions for accounting method changes and currency translation during the period,year is partially offset by the release duean increase in deferred tax assets expected to the expiration of applicable statutes of limitation.be recovered should these liabilities be assessed. Interest and penalties related to uncertain tax positions are reported as a component of tax expense and included in the total uncertain tax position balance within deferred credits and other liabilities in the accompanying consolidated balance sheets.
A significant portion of our uncertain tax positions relates to the implementation of the Capacity Management Agreements within the European business (“CMA”) which took place in January 1, 2015. The CMA changed the manner in which we manage our manufacturing capacity and the distribution and sale of our products in Europe. The reorganization of our Europe segment was part of our review of our operations structure and management that began in 2014 and resulted in changes in taxable income for certain of our subsidiaries within that reportable segment. Effective January 1, 2015, our subsidiary JELD-WEN U.K. Limited (the “Managing Subsidiary”) entered into an agreement (the “Managing Agreement”) There were amounts accrued associated with several of our other subsidiaries in Europe (collectively, the “Operating Subsidiaries”). The Managing Agreement provides that the Managing Subsidiary will receive a fee from the Operating Subsidiaries in exchange for performing various management and decision-making services for the Operating Subsidiaries. As a result, the Managing Agreement shifts certain risks (and correlated benefits) from the Operating Subsidiaries to the Managing Subsidiary. In exchange, the Managing Subsidiary guarantees a specific return to each Operating Subsidiary on a before interest and taxes basis, commensurate with such Operating Subsidiary’s functionspenalties of $6.7 million, $9.8, and risk profile. While there is no impact on the consolidated reporting$7.5 million at December 31, 2023, 2022, and 2021, respectively.
There were benefits of the Europe segment due to the Managing Agreement, there may be changes in taxable income of the Operating Subsidiaries. Therefore, we have reserved for a potential loss resulting from such uncertainty.
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Included$12.3 million, $18.1 million, and $19.3 million included in the balance of unrecognized tax benefits as of December 31, 2020, 2019,2023, 2022, and 2018, are $14.5 million, $13.8 million, and $14.2 million,2021, respectively, of tax benefits that if recognized, would affect the effective tax rate.rate if recognized. We cannot reasonably estimate the conclusion of certain non-USnon-U.S. income tax examinations and its outcome at this time.
We operate in multiplenumerous U.S., state, and foreign tax jurisdictions and are generally open to examination for tax years 20152013 and forward. InAs of December 31, 2023, the U.S., we are open to examination at the federal level for tax years 2013 and forward and atCompany has subsidiaries in various state and localforeign jurisdictions for tax years 2015 and forward. We are under examination in Austria, the Czech Republic, Denmark, Germany, Hong Kong, Hungary, Indonesia, Latvia, Switzerland, and the United Kingdomaudit for tax years 2011 through 2017, and generally remain open to examination for other non-US jurisdictions for tax years 2015 forward.2019.
Note 16. Segment Information
We report our segment information in the same way management internally organizes the business in assessing performance and making decisions regarding allocation of resources in accordance with ASC 280-10- Segment Reporting. We determined that we have 3 reportable segments, organized and managed principally by geographic region. Our reportable segments are North America, Europe, and Australasia. We report all other business activities in Corporate and unallocated costs. Factors considered in determining the 3 reportable segments include the nature of business activities, the management structure accountable directly to the CODM, the discrete financial information available and the information regularly reviewed by the CODM. Management reviews net revenues and Adjusted EBITDA to evaluate segment performance and allocate resources. We define Adjusted EBITDA as net income (loss), adjusted for the following items: loss from discontinued operations, net of tax; equity earnings of non-consolidated entities; income tax (benefit) expense; depreciation and amortization; interest expense, net; impairment and restructuring charges; gain on previously held shares of equity investment; (gain) loss on sale of property and equipment; share-based compensation expense; non-cash foreign exchange transaction/translation (income) loss; other items; other non-cash items; and costs related to debt restructuring and debt refinancing.
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The following tables set forth certain information relating to our segments’ operations:
(amounts in thousands)North
America
EuropeAustralasiaTotal Operating
Segments
Corporate
and
Unallocated
Costs
Total
Consolidated
Year Ended December 31, 2020
Total net revenues$2,529,960 $1,189,974 $529,882 $4,249,816 $— $4,249,816 
Intersegment net revenues(967)(2,197)(10,975)(14,139)— (14,139)
Net revenues from external customers$2,528,993 $1,187,777 $518,907 $4,235,677 $— $4,235,677 
Depreciation and amortization$77,361 $29,712 $19,341 $126,414 $8,209 $134,623 
Impairment and restructuring charges3,164 3,682 320 7,166 3,303 10,469 
Adjusted EBITDA315,952 136,363 62,449 514,764 (68,350)446,414 
Capital expenditures34,815 32,353 10,207 77,375 19,521 96,896 
Segment assets$1,498,778 $1,152,251 $598,411 $3,249,440 $715,245 $3,964,685 
Year Ended December 31, 2019
Total net revenues$2,535,810 $1,178,589 $585,341 $4,299,740 $— $4,299,740 
Intersegment net revenues(1,474)(148)(8,357)(9,979)— (9,979)
Net revenues from external customers$2,534,336 $1,178,441 $576,984 $4,289,761 $— $4,289,761 
Depreciation and amortization$81,905 $28,944 $17,787 $128,636 $5,333 $133,969 
Impairment and restructuring charges7,301 6,182 7,111 20,594 957 21,551 
Adjusted EBITDA267,335 116,193 74,484 458,012 (42,974)415,038 
Capital expenditures46,799 23,611 32,619 103,029 33,163 136,192 
Segment assets$1,530,135 $974,076 $510,845 $3,015,056 $366,276 $3,381,332 
Year Ended December 31, 2018
Total net revenues$2,462,914 $1,216,204 $681,160 $4,360,278 $— $4,360,278 
Intersegment net revenues(1,281)(905)(11,245)(13,431)— (13,431)
Net revenues from external customers$2,461,633 $1,215,299 $669,915 $4,346,847 $— $4,346,847 
Depreciation and amortization$71,945 $31,132 $17,730 $120,807 $4,293 $125,100 
Impairment and restructuring charges4,933 6,111 7,170 18,214 (886)17,328 
Adjusted EBITDA279,526 122,810 90,885 493,221 (34,003)459,218 
Capital expenditures57,805 25,369 12,146 95,320 23,380 118,700 
Segment assets$1,355,101 $898,901 $482,493 $2,736,495 $311,030 $3,047,525 
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Reconciliations of net income to Adjusted EBITDA are as follows:
Year Ended
(amounts in thousands)202020192018
Net income$91,586 $62,971 $141,907 
Equity earnings of non-consolidated entities(738)
Income tax expense (benefit)25,089 57,074 (10,058)
Depreciation and amortization134,623 133,969 125,100 
Interest expense, net74,800 71,778 70,818 
Impairment and restructuring charges(1)
10,732 22,748 17,328 
Gain on previously held shares of equity investment(20,767)
(Gain) loss on sale of property and equipment(4,153)1,745 144 
Share-based compensation expense16,399 13,315 15,052 
Non-cash foreign exchange transaction/translation loss (income)12,904 3,438 (1,267)
Other items (2)
84,282 47,266 117,546 
Costs relating to debt restructuring and debt refinancing170 294 
Other non-cash items (3)
(18)734 3,859 
Adjusted EBITDA$446,414 $415,038 $459,218 
(1)Impairment and restructuring charges consist of (i) impairment and restructuring charges that are included in our accompanying audited consolidated statements of operations plus (ii) additional charges relating to inventory and/or manufacturing of our products that are included in cost of sales in our accompanying audited consolidated statements of operations $263, $1,197, and $0 for the years ended December 31, 2020, 2019, and 2018, respectively. For further explanation of impairment and restructuring charges that are included in our consolidated statements of operations, see Note 20 - Impairment and Restructuring Charges in our financial statements.
(2)Other non-recurring items not core to ongoing business activity include: (i) in the year ended December 31, 2020 (1) $67,130 in legal costs and accruals and professional expenses relating primarily to litigation, (2) $7,467 in expenses related to environmental matters, (3) $6,724 in facility closure, consolidation, and startup costs, (4) $1,235 one-time lease termination charges, and (5) $1,142 of realized losses on hedges of intercompany notes; (ii) in the year endedDecember 31, 2019, (1) $19,147 in facility closure, consolidation, and startup costs, (2) $14,963 in acquisition and integration costs including $7,077 related to purchase price structured by the former owners as retention payments for key employees of a recent acquisition, (3) $12,860 in legal costs and professional expenses relating primarily to litigation, (4) ($3,053) of realized gains on hedges of intercompany notes, (5) $1,893 in miscellaneous costs, (6) $731 in equity compensation to employees in our Australasia region, and (7) $725 in costs related to departure of former executives; (iii) in the year ended December 31, 2018, (1) $76,500 in litigation contingency accruals, (2) $26,529 in legal costs and professional expenses relating primarily to litigation, (3) $10,324 in acquisition and integration costs, (4) ($5,396) of realized gains on hedges of intercompany notes, (5) $3,856 in costs related to the departure of former executives, (6) $2,901 in entity consolidation and reorganization costs, (7) $2,347 in miscellaneous costs, and (8) $485 in stock compensation payroll taxes.
(3)Other non-cash items include $734 and $3,740 for inventory adjustments in the years ended December 31, 2019 and December 31, 2018, respectively.
The prior period information has been reclassified to conform with current period presentation.
Net revenues by locality are as follows for the years ended December 31,:
(amounts in thousands)202020192018
Net revenues by location of external customer
Canada$188,041 $187,095 $201,134 
U.S.2,322,079 2,327,186 2,228,748 
South America (including Mexico)22,323 29,637 34,422 
Europe1,212,810 1,195,207 1,239,732 
Australia485,852 544,140 634,976 
Africa and other4,572 6,496 7,835 
Total$4,235,677 $4,289,761 $4,346,847 
Geographic information regarding property, plant, and equipment which exceed 10% of consolidated property, plant, and equipment used in continuing operations is as follows for the years ended December 31,:
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(amounts in thousands)202020192018
U.S.$469,092 $485,278 $459,506 
Other27,722 28,096 24,911 
North America496,814 513,374 484,417 
Europe203,424 181,390 181,038 
Australia118,778 115,335 113,922 
Other32,944 28,786 10,297 
 Australasia151,722 144,121 124,219 
Corporate (U.S.)20,625 25,490 53,729 
Total property and equipment, net$872,585 $864,375 $843,403 
Note 17. Capital Stock
Preferred Stock - Our Board of Directors is authorized to issue Preferred Stock from time to time in one or more series and with such rights, privileges, and preferences as the Board of Directors shall from time to time determine. We have not issued any shares of Preferred Stock.
Common Stock - Common Stock includes the basis of shares outstanding plus amounts recorded as additional paid-in capital. Shares outstanding exclude the shares issued to the Employee Benefit Trust that are considered similar to treasury shares and total 193,941 shares at both December 31, 20202023 and December 31, 20192022 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.
In April 2018,On July 27, 2021, our Board of Directors increased our previous repurchase authorization to a total of $400.0 million with no expiration date.
On July 28, 2022, our Board of Directors authorized the repurchase of up to $250.0 million of our Common Stock through December 2019.
On November 4, 2019, the Board of Directors authorized an increase to the remaining authorization under thea new share repurchase program, to a totalreplacing our previous share repurchase authorization, with an aggregate value of $175.0$200.0 million withand no expiration date. As of December 31, 2020, $170.0 million was remaining2023, there have been no share repurchases under thethis program.
We did not repurchase authorization.
Duringshares of our Common Stock during the year ended December 31, 2020,2023. During the years ended December 31, 2019,2022 and December 31, 2018,2021, prior to the authorization of our new share repurchase program, we repurchased 265,589, 1,192,419,6,848,356 and 5,287,96411,564,009 shares, of our Common Stock, respectively, at an average price per share of $18.83, $16.77,$19.12 and $23.64,$28.09, respectively.
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Note 18.17. Earnings Per Share
The basic and diluted income per share calculations were determined based on the following share data:
202020192018
Weighted average outstanding shares of Common Stock basic100,633,392 100,618,105 104,530,572 
Restricted stock units, performance share units, and options to purchase Common Stock1,048,589 846,220 1,830,085 
Weighted average outstanding shares of Common Stock diluted101,681,981 101,464,325 106,360,657 

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202320222021
Weighted average outstanding shares of Common Stock basic84,995,515 86,374,499 96,563,155 
Restricted stock units, performance share units and options to purchase Common Stock878,520 700,677 1,807,987 
Weighted average outstanding shares of Common Stock diluted85,874,035 87,075,176 98,371,142 
The following table provides the securities that could potentially dilute basic earnings per share in the future but were not included in the computation of diluted income per share as their inclusion would be anti-dilutive:
2023
202020192018
2023
202320222021
Common Stock options
Common Stock options
Common Stock optionsCommon Stock options1,721,921 1,657,437 1,019,930
Restricted stock unitsRestricted stock units367,461 50,113 87,720
Restricted stock units
Restricted stock units
Performance share unitsPerformance share units249,084 9,704 84,809

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Note 19.18. Stock Compensation
Prior to the IPO, our Amended and Restated Stock Incentive Plan, (the “Stock Incentive Plan”), allowed us to offer common options, B-1 common options and common RSUs for the benefit of our employees, affiliate employees and key non-employees. Under the Stock Incentive Plan, we could award up to an aggregate of 2,761,000 common shares and 4,732,200 B-1 common shares. The Stock Incentive Plan provided for accelerated vesting of awards upon the occurrence of certain events. Through December 31, 2016, we issued 5,156,976 options and 385,220 RSUs under the Stock Incentive Plan.
In connection with our IPO, the Board adopted, and our shareholders approved, the JELD-WEN Holding, Inc. 2017 Omnibus Equity Plan, (the “Omnibus Equity Plan”). Under the Omnibus Equity Plan, equity awards may be made in respect of 7,500,0009,900,000 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 $16.4$17.5 million, $13.3$14.6 million, and $15.1$20.0 million in 2020, 2019,2023, 2022, and 2018,2021, respectively. There were no material related tax benefits for the years ended December 31, 2020, December 31, 2019, and December 31, 2018. As of December 31, 2020,2023, there was $24.4$14.9 million of total unrecognized compensation expense related to non-vested share-based compensation arrangements. This cost is expected to be recognized over the remaining weighted-average vesting period of 1.81.5 years.
Stock Options – Generally, stock option awards vest ratably each year on the anniversary date over a 3 to 5-yearthree-year period, have an exercise term of 10 years, and any vested options must be exercised within 90 days of the employee leaving the Company. The compensation cost of option awards is charged to expense based upon the graded-vesting method over the vesting periods applicable to the option awards. The graded-vesting method provides for vesting of portions of the overall awards at interim dates and results in greater expense in earlier years than the straight-line method.
When options are granted, we calculate the fair value of common and Class B-1 Common Stock options using multiple Black-Scholes option valuation models. Expected volatilities are based upon a selection of public guideline companies. The risk-free rate was based upon U.S. Treasury rates.
Key assumptions used in the valuation models were as follows for the years ended December 31:
202020192018
Expected volatility37.52% - 37.66%37.90% - 40.02%34.81% -39.68%
Expected dividend yield rate0.00%0.00%0.00%
Weighted average term (in years)5.5 - 6.55.5 - 6.55.5 - 6.5
Weighted average grant date fair value$9.45$8.32$12.98
Risk free rate1.39% - 1.44%1.79% - 2.50%2.04% - 2.96%
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202320222021
Expected volatility55.06% - 58.73%51.33% - 60.06%52.42% -53.62%
Expected dividend yield rate0.00%0.00%0.00%
Weighted average term (in years)5.5 - 6.55.5 - 6.55.5 - 6.5
Weighted average grant date fair value$7.43 - $7.57$5.69 - $11.96$14.39
Risk free rate3.67% - 3.81%1.91% - 3.51%0.71% - 0.91%
The following table represents stock option activity:
SharesWeighted Average Exercise Price Per ShareAggregate Intrinsic Value (millions)Weighted Average Remaining Contract Term in Years
Outstanding as of January 1, 20184,926,668$14.56 
SharesSharesWeighted Average Exercise Price Per ShareAggregate Intrinsic Value (millions)Weighted Average Remaining Contract Term in Years
Outstanding as of January 1, 2021
Granted
Granted
GrantedGranted838,91232.16 
ExercisedExercised(1,548,484)13.79 
Exercised
Exercised
ForfeitedForfeited(884,391)18.80 
Balance as of December 31, 20183,332,705$18.22 
Forfeited
Forfeited
Balance as of December 31, 2021
Balance as of December 31, 2021
Balance as of December 31, 2021
Granted
Granted
GrantedGranted443,17020.94 
ExercisedExercised(641,706)10.56 
Exercised
Exercised
ForfeitedForfeited(301,370)26.07 
Balance as of December 31, 20192,832,799$19.55 
Forfeited
Forfeited
Balance as of December 31, 2022
Balance as of December 31, 2022
Balance as of December 31, 2022
Granted
Granted
GrantedGranted407,60724.30 
ExercisedExercised(335,553)12.27 
Exercised
Exercised
ForfeitedForfeited(273,022)27.53 
Balance as of December 31, 20202,631,831$20.41 $16.5 5.6
Forfeited
Forfeited
Balance as of December 31, 2023
Balance as of December 31, 2023
Balance as of December 31, 20231,452,819$20.42 4.45.2
Exercisable as of December 31, 20201,781,797$18.47 $14.7 4.3
Exercisable as of December 31, 2023
Exercisable as of December 31, 2023
Exercisable as of December 31, 20231,123,326$22.84 2.14.1
RSUs – RSUs are subject to the continued service of the recipient through the vesting date, which is generally 1 to 5 years 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 1one 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
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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. In February 2018, we granted 314,267 RSUs to our then Chairman of the Board and interim CEO which vested daily through the first anniversary of the date of grant, subject to continuous employment. On June 30, 2018, 208,364 RSUs were forfeited at the end of his interim service.
The following table represents RSU activity:
SharesWeighted Average Grant-Date Fair Value Per Share
Outstanding as of January 1, 2018562,368$27.51 
Granted766,92729.14 
Vested(124,560)25.21 
Forfeited(530,867)29.69 
Balance as of December 31, 2018673,868$28.07 
Granted952,80120.07 
Vested(232,666)30.08 
Forfeited(154,498)23.38 
Balance as of December 31, 20191,239,505$22.13 
Granted865,09119.62 
Vested(138,245)26.22 
Forfeited(179,554)23.63 
Balance as of December 31, 20201,786,797$21.43 
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SharesWeighted Average Grant-Date Fair Value Per Share
Outstanding as of January 1, 20211,786,797$21.43 
Granted652,57929.09 
Vested(311,683)22.65 
Forfeited(301,301)24.99 
Balance as of December 31, 20211,826,392$23.37 
Granted1,540,24620.32 
Vested(768,341)22.31 
Forfeited(600,785)23.14 
Balance as of December 31, 20221,997,512$21.50 
Granted1,568,72913.37 
Vested(1,003,799)22.33 
Forfeited(337,800)18.42 
Balance as of December 31, 20232,224,642$15.86 
PSUs In 2018, 2019, and 2020, we issued PSUs pursuant to the Omnibus Equity Plan. The PSUs are subject to continued employment of the recipient through the vesting date, which is on the third anniversary of the grant. Once vested, the recipient will receive 1one share of Common Stock for each vested PSU.
TheFor PSUs issued prior to 2021, the number of PSUs that vest is determined by a payout factor consisting of equally weighted performance measures of Adjusted EBITDA and free cash flow,Free Cash Flow, each as reported over the applicable three yearthree-year performance period and is adjusted based upon a market condition measured by our relative total shareholder return (“TSR”) over the applicable three yearthree-year performance period as compared to the TSR of the Russell 3000 index. For PSUs issued in 2021 and thereafter, the number of PSUs that vest is determined by a payout factor consisting of equally weighted pre-set three year performance targets on return on invested capital (“ROIC”) and TSR. The fair value of the award is estimated using a Monte Carlo simulation approach in a risk-neutral framework to model future stock price movements based on historical volatility, risk free rates of return, and correlation matrix.
The following table represents PSU activity for the awarded shares at target performance measures:
SharesWeighted Average Grant-Date Fair Value Per Share
Outstanding as of January 1, 20180$
Granted193,76331.60 
Forfeited(19,093)33.31 
Balance as of December 31, 2018174,670$31.41 
Granted401,93522.21 
Forfeited(65,832)25.24 
Balance as of December 31, 2019510,773$24.97 
Granted311,27525.50 
Forfeited(77,585)25.96 
Balance as of December 31, 2020744,463$25.09 

Note 20. Impairment and Restructuring Charges
During 2020, 2019, and 2018, we engaged in restructuring activities intended to improve productivity, operating margins, and working capital levels. Restructuring costs primarily relate to workforce reductions, repositioning of management structure, and costs associated with plant consolidations and closures.
Asset impairment charges were recorded in addition to our restructuring costs. In the year ended December 31, 2020, impairment charges primarily related to capitalized costs of certain ERP modules due to delays in implementation and uncertainty of their future use. In the year ended December 31, 2019, impairment charges were primarily related to ROU assets and property and equipment held by operations impacted by restructuring. During 2018, lease costs were recorded within other exit costs in the tales below in accordance with effective restructuring and leasing guidance during the time period.
SharesWeighted Average Grant-Date Fair Value Per Share
Outstanding as of January 1, 2021744,463$25.09 
Granted165,74930.70 
Forfeited(205,949)28.58 
Balance as of December 31, 2021704,263$25.39 
Granted158,58729.24 
Vested(202,673)22.20 
Forfeited(380,361)27.79 
Balance as of December 31, 2022279,816$26.61 
Granted307,27328.67 
Forfeited(329,293)26.98 
Balance as of December 31, 2023257,796$28.59 
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Note 19. Restructuring and Asset Related Charges
(amounts in thousands)North
America
EuropeAustralasiaCorporate
and
Unallocated
Costs
Total
Consolidated
Year Ended December 31, 2020
Severance costs$2,057 $2,503 $564 $(10)$5,114 
Other exit costs(1)235 (370)(46)(182)
Total restructuring costs2,056 2,738 194 (56)4,932 
Impairments1,108 944 126 3,359 5,537 
Total impairment and restructuring charges$3,164 $3,682 $320 $3,303 $10,469 
Year Ended December 31, 2019
Severance costs$3,595 $5,391 $3,542 $1,012 $13,540 
Other exit costs(220)634 1,027 (55)1,386 
Total restructuring costs3,375 6,025 4,569 957 14,926 
Impairments3,926 157 2,542 6,625 
Total impairment and restructuring charges$7,301 $6,182 $7,111 $957 $21,551 
Year Ended December 31, 2018
Severance costs$2,779 $5,877 $2,884 $226 $11,766 
Other exit costs1,460 256 4,286 (1,670)4,332 
Total restructuring costs4,239 6,133 7,170 (1,444)16,098 
Impairments694 (22)558 1,230 
Total impairment and restructuring charges$4,933 $6,111 $7,170 $(886)$17,328 
We engage in restructuring activities focused on improving productivity and operating margins. Restructuring costs primarily relate to costs associated with workforce reductions, plant consolidations and closures, and changes to the management structure to align with our operations. Other restructuring associated costs for the year ended December 31, 2023, primarily consisted of equipment relocation costs. Other restructuring associated costs for the year ended December 31, 2022 primarily consisted of lease termination costs. Asset related charges consist of accelerated depreciation and amortization of assets due to changes in asset useful lives.
The following table summarizes the restructuring and asset related charges for the periods indicated:
(amounts in thousands)North
America
EuropeCorporate
and
Unallocated
Costs
Total
Consolidated
Year Ended December 31, 2023
Restructuring severance and termination charges$11,156 $6,074 $796 $18,026 
Other restructuring associated costs, net10,189 (684)— 9,505 
Asset related charges7,862 348 — 8,210 
Other restructuring associated costs and asset related charges, net18,051 (336)— 17,715 
Total restructuring and asset related charges$29,207 $5,738 $796 $35,741 
Year Ended December 31, 2022
Restructuring severance and termination charges$6,842 $3,773 $3,223 $13,838 
Other restructuring associated costs— 1,253 156 1,409 
Asset related charges496 1,016 863 2,375 
Other restructuring associated costs and asset related charges496 2,269 1,019 3,784 
Total restructuring and asset related charges$7,338 $6,042 $4,242 $17,622 
Year Ended December 31, 2021
Restructuring severance and termination charges$(4)$701 $— $697 
Other restructuring associated costs, net(28)— (97)(125)
Asset related charges1,232 752 — 1,984 
Other restructuring associated costs and asset related charges, net1,204 752 (97)1,859 
Total restructuring and asset related charges, net$1,200 $1,453 $(97)$2,556 
The following is a summary of the restructuring accruals recorded and charges incurred:
(amounts in thousands)Beginning
Accrual
Balance
Additions
Charged to
Expense
Payments
or
Utilization
Ending
Accrual
Balance
December 31, 2020
Severance costs$5,314 $5,114 $(9,096)$1,332 
Other exit costs1,729 (182)(1,502)45 
Total$7,043 $4,932 $(10,598)$1,377 
December 31, 2019
Severance costs$5,352 $13,540 $(13,578)$5,314 
Other exit costs3,287 1,386 (2,944)1,729 
Total$8,639 $14,926 $(16,522)$7,043 
December 31, 2018
Severance costs$7,232 $11,766 $(13,646)$5,352 
Other exit costs3,807 4,332 (4,852)3,287 
Total$11,039 $16,098 $(18,498)$8,639 
(amounts in thousands)202320222021
Balance as of January 1$5,021 $153 $1,358 
Current period charges27,531 15,247 572 
Payments(29,367)(10,273)(1,719)
Currency translation190 (106)(58)
Balance at period end$3,375 $5,021 $153 
Restructuring accruals are expected to be paid within the next 12 months and are included within accrued expenses and other current liabilities in the consolidated balance sheet.
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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.
Further detail regardingIn 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 accruals is disclosed within expenses and other closure costs of approximately $16.1 million, primarily consisting of $8.2 million in restructuring severance and termination charges, $3.7 million of asset related charges and $2.1 million of equipment relocation and facility restoration costs. Through December 31, 2023, approximately $12.1 million has been expensed in connection with the announced closures, consisting of $7.8 million in restructuring severance and termination charges, $3.7 million in asset related charges and $0.6 million in equipment relocation and facility restoration costs. Additionally, $1.5 million in other non-cash inventory charges were recorded against Cost of Sales and were detrimental to Adjusted EBITDA. We expect to incur a total pre-tax cash outlay of approximately $10.3 million by the end of 2024 in connection with the announced closures, of which, $6.6 million of cash outlay has been incurred as of December 31, 2023.
On January 26, 2023, we announced to employees a restructuring plan to close a manufacturing facility in Atlanta, Georgia. We substantially completed the plant closure during the year ended December 31, 2023, with total cash outlays of $12.9 million. We incurred pre-tax restructuring expenses and other closure costs of approximately $17.7 million, which included $1.1 million of capital expenditures. The primary expenses incurred were accelerated depreciation and amortization, equipment relocation costs, and restructuring severance costs. We expect to incur the remaining cash expenses of approximately $0.5 million to $1.0 million, related to equipment relocation costs, during 2024.
Note 11-20. Held for Sale
During 2021, the Company ceased the appeal process for its litigation with Steves & Sons, Inc. (“Steves”) further described Accrued Expenses and Other Current Liabilitiesin and Note 1425 - Deferred CreditsCommitments and Other LiabilitiesContingencies. As a result, we are required to divest the Company’s Towanda, PA operations (“Towanda”). As of December 31, 2023 and December 31, 2022, the assets and liabilities associated with the sale of Towanda qualify as held for sale. Since the Company will continue manufacturing door skins for its internal needs, the divestiture decision did not represent a strategic shift thereby precluding the divestiture as qualifying as a discontinued operation. We will continue to report the Towanda results within our North America operations until the divestiture is finalized.

The assets and liabilities included within the summary below are expected to be disposed of within the next twelve months and are included in assets held for sale and liabilities held for sale in the accompanying consolidated balance sheets.
(amounts in thousands)December 31, 2023December 31, 2022
Assets
Inventory$17,337 $16,592 
Other current assets108 110 
Property and equipment50,672 41,600 
Intangible assets1,471 1,471 
Goodwill65,000 65,000 
Operating lease assets975 975 
Assets held for sale$135,563 $125,748 
Liabilities
Accrued payroll and benefits$901 $852 
Accrued expenses and other current liabilities6,126 4,707 
Current maturities of long term debt— 
Operating lease liability37480 
Liabilities held for sale$7,064 $6,040 
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Note 21. Interest Expense, Net
Interest expense, net is net of capitalized interest.interest and interest income. Capitalized interest incurred during the construction phase of significant property and equipment additions totaled $1.0$1.1 million, $2.5$0.9 million, and $1.8$0.4 million for the years ended December 31, 2023, 2022, and 2021, respectively. We recognized interest income of $19.0 million and $5.8 million in 2020, 2019,the years ended December 31, 2023 and 2018, respectively. We madeDecember 31, 2022, respectively, primarily from gains on our interest payments of $71.7 million, $71.2 million, and $68.9 million in 2020, 2019 and 2018, respectively.rate swap agreements reclassified to interest income. Refer to Note 23 - Derivative Financial Instruments for further information. Interest income recorded during the year ended December 31, 2021 was not significant. Interest expense, net also includes amortization of debt issuance costs that are amortized using the effective interest method and amortization of original issue discounts.
Note 22. Other Income, Net
The table below summarizes the amounts included in other income, net in the accompanying consolidated statements of operations:
(amounts in thousands)202020192018
Foreign currency losses (gains)$11,858 $(7,361)$(11,258)
Governmental pandemic assistance reimbursement(7,377)
(Gain) loss on sale of business units, property, and equipment(4,122)(1,506)556 
Pension expense1,646 10,738 6,975 
Insurance reimbursement(1,388)
Other items(3,369)(2,033)(2,852)
Legal settlement income(1,247)(7,541)
Gain on previously held shares of an equity investment(20,767)
Total other income$(2,752)$(1,409)$(34,887)
(amounts in thousands)202320222021
JW Australia Transition Services Agreement cost recovery$(8,281)$— $— 
Income from refund of deposits for China antidumping duties(1)
(6,984)— — 
Pension expense (gain)6,546 (4,940)(733)
U.S. Employee Retention Credit(2)
(6,073)— — 
Pension plan settlement expense(3)
4,349 — — 
Recovery of cost from interest received on impaired notes(3,514)(13,953)— 
Income from short-term investments and forward contracts related to the JW Australia divestiture(3,109)— — 
Insurance reimbursement(2,531)(6,343)(1,619)
Foreign currency gains, net(1,614)(965)$(7,122)
Governmental assistance(4)
(1,447)(1,699)(1,732)
Legal settlement income— (10,500)— 
Credit for overpayments of utility expenses— (1,975)— 
Other items, net(3,061)(13,058)(2,035)
Total other income, net$(25,719)$(53,433)$(13,241)
(1)Represents estimated income from the refund of deposits for antidumping duties on wood moldings and millwork products purchased from China between 2020 through 2022.
(2)Represents an ERC from the U.S. government during the year ended December 31, 2023. The ERC is a refundable tax credit to partially refund qualified wages paid to employees that were unable to work during the years ended December 31, 2020 and December 31, 2021 due to COVID-related government restrictions.
(3)Represents a settlement loss associated with our U.S. defined benefit pension plan resulting from a one-time lump sum payment offered to pension plan participants. Refer to Note 26 -Employee Retirement and Pension Benefits for additional information.
(4)Governmental pandemic assistance reimbursement for the year ended December 31, 20202023 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 governmentalgovernment pandemic assistance programs within ourin Europe and North America and Europe segments 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.
The gain on previously held shares of an equity investment relates to an equity method investment that was remeasured on the date we acquired the companyTo conform with current period presentation, certain amounts in 2018.
The prior period information hashave been reclassified to conform to current period presentation.reclassified.
Note 23. Derivative Financial Instruments
Foreign currency derivativesWeAs a multinational corporation, we are exposed to the impact of foreign currency fluctuations in certain countries in which we operate. In most of these countries, the exposure to foreign currency movements is limited because the operating revenues and expenses of our business units are substantially denominated in the local currency.fluctuations. To the extent borrowings, sales, purchases, or other transactions are not executed in the local currency of the operating unit, we are exposed to foreign currency risk. In most of the countries in which we operate, the exposure to foreign currency movements is limited because the operating revenues and expenses of our business units are substantially denominated in the local currency. To mitigate the exposure, we may enter into a variety of foreign currency derivative contracts, such as forward contracts, option collars, and cross-currency hedges.contracts. To manage the effect of exchange fluctuations on forecasted sales, purchases, acquisitions, inventory and capital expenditures, and certain intercompany transactions that are denominated in foreign currencies, we have foreign currency derivative contracts with a total notional amount of $96.6 million.$95.9 million as of December 31, 2023. We have foreign currency derivative
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contracts, with a total notional amount of $23.7$140.1 million, to hedgemanage the effectsrisks of translationforeign currency gains and losses on intercompany loans and interest. We also are subject to currency translation risk associated with converting our foreign operations’ financial statements into U.S. dollars. To mitigate the impact to the consolidated earnings of the Company from the effect of the translation of certain subsidiaries’ local currency results into U.S. dollars, we have foreign currency derivative contracts with a total notional amount of $55.7 million.$28.9 million as of December 31, 2023. We do not use derivative financial instruments for trading or speculative purposes. WeAs 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) expense.income, net. We recorded mark-to-market losses of $5.4$2.7 million relating to foreign currency derivatives in the year ended December 31, 2020, losses2023 and gains of $9.8$1.1 million and $6.3 million in the years ended December 31, 2022 and December 31, 2021, respectively.
On April 18, 2023 we entered into forward contracts to sell a total of AUD 420.0 million and receive USD at exchange rates ranging from 0.6751 USD to 0.6759 USD to 1.0 AUD to mitigate the impact of the Australian dollar currency fluctuations on our net investment in JELD-WEN Australia Pty. Ltd. We designated the forward contracts as net investment hedges. The contracts matured during the third quarter of 2023 and the gain, net of forward points, was included in the gain on the sale of JW Australia. The proceeds are included in the proceeds (payments) related to the sale of JW Australia within our consolidated statements of cash flows. No portion of these contracts were deemed ineffective during the year ended December 31, 2019, and gains of $7.8 million in the year ended December 31, 2018.2023.
Interest rate derivatives – We are exposed to interest rate risk in connection with our variable rate long-term debt and partially mitigate this risk through interest rate derivatives such as swaps and caps.debt. In May 2020, we entered into interest rate swap agreements with notional amounts aggregating to $370.0 million to manage this risk. The interest rate swaps have outstanding notional amounts aggregating to $370.0 million and matureswap agreements matured in December 2023 with2023. Initially, the agreements had a weighted average fixed rate of 0.395% paidswapped against one-month USD LIBOR floored at 0.00%. In June 2023, we amended the agreements to replace LIBOR with a Term SOFR based rate. The amended agreements had a weighted average fixed rate of 0.317% swapped against one-month USD-SOFR CME Term floored at (0.10)%. All other terms and conditions were unchanged. We designated the interest rate swap agreements are designated as cash flow hedges and willthey effectively fixfixed the interest rate on a corresponding portion of the aggregate debt outstanding under our Term Loan Facility.
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No portion of these interest rate contracts were deemed ineffective during the year ended December 31, 2020.2023. We recorded a cumulative pre-tax mark-to-market lossgains of $2.3$1.2 million, offset by a cumulative tax benefit of $0.6$17.9 million, in consolidated other comprehensive incomeand $4.1 million during the yearyears ended December 31, 2020.2023, 2022, and 2021, respectively, in other comprehensive income. We reclassified $0.5gains of $17.4 million and $5.0 million previously recorded in other comprehensive income to interest expense and $0.1 million as a benefit to income tax expense, resulting in a $0.4 million decrease in net income during the yearyears ended December 31, 2020, respectively.
As of2023 and December 31, 2020, approximately $1.02022, respectively, and losses of $1.1 million is expected to be reclassified to interest expense overduring the next 12 months.
The derivative agreements with our swap counterparties contain a provision whereby we could be declared in default on our derivative obligations if we either default or, in certain cases, are capable of being declared in default of any of our indebtedness greater than specified thresholds. These agreements also contain a provision where we could be declared in default subsequent to a merger or restructuring type event if the creditworthiness of the resulting entity is materially weaker.years ended December 31, 2021.
During the first quarter of 2019, we entered into 2two interest rate cap contracts against three-month U.S.-dollarUSD LIBOR, each with a cap rate of 3.00%3%. These caps havehad a combined notional amount of $150.0 million, werebecame effective as ofin March 2019, and terminatematured in December 31, 2021. We havedid not electedelect hedge accounting and have recorded insignificant mark-to-market adjustments in the year ended December 31, 20202021.
Other derivative instruments – From time to time, we enter into other types of derivative instruments immaterial to the consolidated financial statements. Unless otherwise disclosed, these instruments are not designated as hedging instruments and December 31, 2019.
In conjunction with the December 2017 refinancing of the Term Loan Facility, we terminated all of the interest rate swaps which had outstanding notional amounts aggregating to $914.3 million and recorded a loss on termination of $3.6 million in consolidated other comprehensive income (loss), which was being amortized as interest expense over the pre-termination life of the interest rate swaps. As of December 31, 2019, the loss on termination was fully amortized. The unamortized, pre-tax balance of this lossmark-to-market adjustments are recorded in consolidated comprehensive income (loss) was $1.3 million at December 31, 2018. We recorded interest expense deriving from the amortizationstatement of the loss on termination of interest rate swaps of $1.3 million and $2.1 million during the year ended December 31, 2019 and 2018, respectively.operations each period.
The fair values of derivative instruments held are as follows:
Derivative assetsDerivative assets
(amounts in thousands)(amounts in thousands)Balance Sheet LocationDecember 31, 2023December 31, 2022
Derivatives designated as hedging instruments:
Interest rate contracts
Interest rate contracts
Interest rate contracts
Derivative assets
(amounts in thousands)Balance Sheet LocationDecember 31, 2020December 31, 2019
Derivatives not designated as hedging instruments:
Derivatives not designated as hedging instruments:
Derivatives not designated as hedging instruments:Derivatives not designated as hedging instruments:
Foreign currency forward contractsForeign currency forward contractsOther current assets$542 $1,372 
Interest rate cap contractsOther assets$$
Foreign currency forward contracts
Foreign currency forward contracts
Other derivative instruments
Derivative liabilitiesDerivative liabilities
(amounts in thousands)(amounts in thousands)Balance Sheet LocationDecember 31, 2023December 31, 2022
Derivatives liabilities
(amounts in thousands)Balance Sheet LocationDecember 31, 2020December 31, 2019
Derivatives designated as hedging instruments:
Interest rate contractsAccrued expenses and other current liabilities$955 $
Interest rate contractsDeferred credits and other liabilities$897 $
Derivatives not designated as hedging instruments:
Derivatives not designated as hedging instruments:
Derivatives not designated as hedging instruments:Derivatives not designated as hedging instruments:
Foreign currency forward contractsForeign currency forward contractsAccrued expenses and other current liabilities$8,823 $4,068 
Foreign currency forward contracts
Foreign currency forward contracts
Other derivative instruments
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Note 24. Fair Value of Financial Instruments
We record financial assets and liabilities at fair value based on FASB guidance related to fair value measurements. The guidance requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Three levels of inputs may be used to measure fair value:
Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Quoted market-based inputs or unobservable inputs that are corroborated by market data.
Level 3 – Unobservable inputs that are not corroborated by market data.
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The recorded carrying amounts and fair values of these instruments were as follows:
December 31, 2020
December 31, 2023December 31, 2023
(amounts in thousands)(amounts in thousands)Carrying AmountTotal
Fair Value
Level 1Level 2Level 3
Assets measured at NAV (1)
(amounts in thousands)Carrying AmountTotal
Fair Value
Level 1Level 2Level 3
Assets measured at NAV (1)
Assets:Assets:
Cash equivalentsCash equivalents$380,236 $380,236 $$380,236 $$— 
Cash equivalents
Cash equivalents
Derivative assets, recorded in other current assetsDerivative assets, recorded in other current assets542 542 542 — 
Deferred compensation plan assets, recorded in other assets
Deferred compensation plan assets, recorded in other assets
Deferred compensation plan assets, recorded in other assets
Pension plan assets:Pension plan assets:
Cash and short-term investments
Cash and short-term investments
Cash and short-term investmentsCash and short-term investments8,157 8,157 8,157 — 
U.S. Government and agency obligationsU.S. Government and agency obligations25,629 25,629 25,629 — 
Corporate and foreign bondsCorporate and foreign bonds118,458 118,458 118,458 — 
Asset-backed securities
Equity securities33,099 33,099 33,099 — 
Mutual funds
Mutual funds
Mutual fundsMutual funds78,810 78,810 78,810 — 
Common and collective fundsCommon and collective funds144,171 144,171 144,171 
Liabilities:Liabilities:
Debt, recorded in long-term debt and current maturities of long-term debtDebt, recorded in long-term debt and current maturities of long-term debt$1,781,351 $1,834,057 $$1,834,057 $$— 
Debt, recorded in long-term debt and current maturities of long-term debt
Debt, recorded in long-term debt and current maturities of long-term debt
Derivative liabilities, recorded in accrued expenses and other current liabilitiesDerivative liabilities, recorded in accrued expenses and other current liabilities9,778 9,778 9,778 — 
Derivative liabilities, recorded in deferred credits and other liabilities897 897 897 
Derivative liabilities, recorded in accrued expenses and other current liabilities
Derivative liabilities, recorded in accrued expenses and other current liabilities
December 31, 2019
(amounts in thousands)Carrying AmountTotal
Fair Value
Level 1Level 2Level 3
Assets measured at NAV (1)
Assets:
Cash equivalents$$$$$$— 
Derivative assets, recorded in other current assets1,372 1,372 1,372 — 
Derivative assets, recorded in other assets— 
Pension plan assets:
Cash and short-term investments8,787 8,787 8,787 — 
U.S. Government and agency obligations25,206 25,206 25,206 — 
Corporate and foreign bonds104,430 104,430 104,430 — 
Equity securities28,249 28,249 28,249 — 
Mutual funds70,230 70,230 70,230 — 
Common and collective funds132,600 132,600 132,600 
Liabilities:
Debt, recorded in long-term debt and current maturities of long-term debt$1,528,146 $1,554,425 $$1,554,425 $$— 
Derivative liabilities, recorded in accrued expenses and other current assets4,068 4,068 4,068 — 
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December 31, 2022
(amounts in thousands)Carrying AmountTotal
Fair Value
Level 1Level 2Level 3
Assets measured at NAV (1)
Assets:
Cash equivalents$6,078 $6,078 $6,078 $— $— $— 
Derivative assets, recorded in other current assets
20,117 20,117 — 20,117 — — 
Deferred compensation plan assets, recorded in other assets725 725 — 725 — — 
Pension plan assets:
Cash and short-term investments10,184 10,184 10,184 — — — 
U.S. Government and agency obligations35,657 35,657 35,657 — — — 
Corporate and foreign bonds127,618 127,618 — 127,618 — — 
Equity securities18,971 18,971 18,971 — — — 
Mutual funds61,750 61,750 — 61,750 — — 
Common and collective funds60,297 60,297 — — — 60,297 
Liabilities:
Debt, recorded in long-term debt and current maturities of long-term debt$1,758,480 $1,554,621 $— $1,554,621 $— $— 
Derivative liabilities, recorded in accrued expenses and other current assets
3,346 3,346 — 3,346 — — 
(1)Certain pension assets that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. These include investments in large cap equity and commingled real estate funds, which are valued using the NAV provided by the administrator of the funds. Redemption of these funds is not subject to restriction.
Derivative assets and liabilities reported in level 2 includeprimarily include: (1) as of December 31, 2023, foreign currency derivative contracts; (2) as of December 31, 2022, foreign currency derivative contracts and interest rate contracts.swap agreements. See Note 23-23 - Derivative Financial Instruments for additional information about our derivative assets and liabilities.
Deferred compensation plan assets reported in level 2 consist of mutual funds.
There are no material non-financial assets or liabilities as of December 31, 20202023 or December 31, 2019.2022.
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Note 25. Commitments and Contingencies
Litigation – We are involved in various legal proceedings, claims, and government audits arising in the ordinary course of business. We record our best estimate of a loss when the loss is considered probable and the amount of such loss can be reasonably estimated. When a loss is probable and there is a range of estimated loss with no best estimate within the range, we record the minimum estimated liability related to the lawsuit or claim. As additional information becomes available, we reassess the potential liability and revise our accruals, if necessary. Because of uncertainties related to the resolution of lawsuits and claims, the ultimate outcome may differ materially from our estimates.
Other than the matters described below, as of December 31, 2020, there arewere no current proceedings or litigation matters involving the Company or its property as of December 31, 2023 that we believe would have a material adverse effect on our consolidated financial position or cash flows, although they could have a material adverse effect on our operating results for a particular reporting period.
Steves & Sons, Inc. vs JELD-WEN, Inc. – We sell molded door skins to certain customers pursuant to long-term contracts, and these customers in turn use the molded door skins to manufacture interior doors and compete directly against us in the marketplace. We gave notice of termination of one of these contracts and, on June 29, 2016, the counterparty to the agreement, Steves and& Sons, Inc. (“Steves”) filed a claim against JWI in the U.S. District Court for the Eastern District of Virginia, Richmond Division (“Eastern(the “Eastern District of Virginia”). The complaint alleged that our acquisition of CMI, a competitor in the molded door skins market, together with subsequent price increases and other alleged acts and omissions, violated antitrust laws, and constituted a breach of contract and breach of warranty. Specifically, the complaint alleged that our acquisition of CMI substantially lessened competition in the molded door skins market. The complaint sought declaratory relief, ordinary and treble damages, and injunctive relief, including divestiture of certain assets acquired in the CMI acquisition.
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In February 2018, a jury in the Eastern District of Virginia returned a verdict that was unfavorable to JWI with respect to Steves’ claims that our acquisition of CMI violated Section 7 of the Clayton Act, and found that JWI breached the supply agreement between the parties (the “Original Action”). The verdict awarded Steves $12.2 million for past damages under both the Clayton Act and breach of contract claims and $46.5 million in future lost profits under the Clayton Act claim.
During the course of the proceedings in the Eastern District of Virginia, we discovered certain facts that led us to conclude that Steves, its principals, and certain former employees of the Company had misappropriated Company trade secrets, violated the terms of various agreements between the Company and those parties, and violated other laws. On May 11, 2018, a jury in the Eastern District of Virginia returned a verdict on our trade secrets claims against Steves and awarded damages in the amount of $1.2 million. The presiding judge entered a judgment in our favor for those damages, and the entire amount has been paid by Steves. On August 16, 2019, the presiding judge granted Steves’ request for an injunction, prohibiting us from pursuing certain claims against individual defendants pending in Bexar County, Texas (the “Steves Texas Trade Secret Theft Action”). These claims have been stayed pending appeal.On September 11, 2019, JELD-WEN filed a notice of appeal of the Eastern District of Virginia’s injunction to the Fourth Circuit Court of Appeals (the “Fourth Circuit”).
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 grantinggranted divestiture of certain assets acquired in the CMI acquisition, subject to appeal. The judgment also conditionally awarded damages in the event the judgment was overturned on appeal. Specifically, the court awarded $139.4 million as future antitrust damages in the event the divestiture order was overturned on appeal and $9.9 million as past contract damages in the event both the divestiture and antitrust claims were overturned on appeal.
On April 12, 2019, the plaintiffsSteves filed a petition requesting an award of theirits fees and a bill of costs, seeking $28.4 million in attorneys’ fees and $1.7 million in costs in connection with the Original Action. That petition remains pending and subject to further appeal. On November 19, 2019, the presiding judge entered an order for further relief awarding Steves an additional $7.1 million in damages for pricing differences from the date of the underlying jury verdict through May 31, 2019 (the “Pricing Action”). We also appealed that ruling. On April 14, 2020, Steves filed a motion for further supplemental relief for pricing differences from the date of the prior order and going forward through the end of the parties’ current supply agreement (the “Future Pricing Action”). We opposed that request for further relief.
JELD-WEN filed a supersedeas bond and notice of appeal of the judgment, which was heard by the Fourth Circuit Court of Appeals (the “Fourth Circuit”) on May 29, 2020. On February 18, 2021, the Fourth Circuit issued its decision on appeal in the Original Action, affirming the Amended Final Judgment Order in part and vacating and remanding in part. The Fourth Circuit vacated the Eastern District of Virginia’s alternative $139.4 million lost-profits award, holding that award was premature because Steves has not suffered the purported injury on which its claim for future lost profits rests. The Fourth Circuit also vacated the Eastern District of Virginia’s judgment for Sam Steves, Edward Steves, and John Pierce on JELD-WEN’s trade secrets claims, which will allow JELD-WEN to continue pursuing the Texas Trade Secrets Theft Action.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, which continues to accrue post-judgment interest.damages. It also affirmed the Eastern District of Virginia’s
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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 lacklacked merit and Steves isthat it was not entitled to the extraordinary remedy of divestiture of CMI.divestiture. We continue to believe that multiple pretrial and trial rulings were erroneous and improperly limited the Company’s defenses and that the judgment in accordance with the verdict was improper for several reasons under applicable law, and we intend to pursue appellate remedies available to us. It is not possible to estimate the impact of any final divestiture order if ultimately upheld, or whether such an order would have a material adverse effect on our financial position, operating results, or cash flows.law.
During the pendency of the Original Action, on February 14, 2020, Steves filed a complaint and motion for preliminary injunction in the Eastern District of Virginia alleging that we breached the long-term supply agreement between the parties, including, among other claims, including by incorrectly calculating the allocation of door skins owed to Steves (the “Allocation Action”). Steves sought an additional allotment of door skins and damages for violation of antitrust laws, tortious interference, and breach of contract. On April 10, 2020, the presiding judge granted Steves’ motion for preliminary injunction, and the parties settled the issues underlying the preliminary injunction on April 30, 2020 and the Company reserved the right to appeal the ruling in the Fourth Circuit Court of Appeals.Circuit. The Company believed all the claims lacked merit and moved to dismiss the antitrust and tortious interference claims.
On June 2, 2020, we entered into a settlement agreement with Steves to resolve the Pricing Action, the Future Pricing Action, and the Allocation Action. As a result of the settlement, Steves filed a notice of satisfaction of judgment in the
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Pricing Action, withdrew its Future Pricing Action with prejudice, and filed a stipulated dismissal with prejudice in the Allocation Action. The Company also withdrew its appeal of the Pricing Action. The parties agreed to bear their own respective attorneys’ fees and costs in these actions. In partial consideration of the settlement, JWI and Steves entered into an amended supply agreement satisfactory to both parties that, endsby its terms, ended on September 10, 2021. This settlement had no effect on the Original Action between the parties except to agree that certain specific terms of the Amended Final Judgment Order in the Original Action willwould 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, nor does this settlement have any effect onstating that regardless of whether the Steves Texas Trade Secret Theft Action, whichcase 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 the Fourth Circuit. effect.
We continue to believe the claims in the settled actions lacked merit and made no admission of liability in these matters.
On October 7, 2021, we entered into a settlement agreement with Steves to resolve the following: (i) Steves’ past and any future claims for attorneys’ fees, expenses, and costs in connection with the Original Action, except that Steves and JWI each reserved the right to seek attorneys’ fees arising out of any challenge of the divestiture process or the final divestiture order; (ii) the Steves Texas Trade Secret Theft Action and the related Fourth Circuit appeal of the Eastern District of Virginia’s injunction in the Original Action; (iii) the past damages award in the Original Action; and (iv) any and all claims and counterclaims, known or unknown, that were asserted or could have been asserted against each other from the beginning of time through the date of the settlement agreement. As a result of the settlement, the parties filed a stipulated notice of satisfaction of the past antitrust damages judgment and a stipulated notice of settlement of Steves’ claim for attorneys’ fees, expenses, and costs against JWI in the Original Action, and Steves filed a notice of withdrawal of its motion for attorneys’ fees and expenses and bill of costs in the Original Action. The Company also filed a notice of dismissal with prejudice and agreed to take no judgment in the Steves Texas Trade Secret Theft Action, and the parties filed a joint agreement for dismissal of the injunction appeal in the Fourth Circuit. On November 3, 2021, we paid $66.4 million to Steves under the settlement agreement.
Cambridge Retirement System v. JELD-WEN Holding, Inc., et al. – On February 19, 2020, Cambridge Retirement System filed a putative class action lawsuit in the U.S. District Court for the Eastern District of Virginia against the Company, current and former Company executives, and various Onex-related entities alleging violations of Section 10(b) and Rule 10b-5 of the Exchange Act, as well as violations of Section 20(a) of the Exchange Act against the individual defendants and Onex-related entities.entities (“Cambridge”). The lawsuit seekssought compensatory damages, equitable relief, and an award of attorneys’ fees and costs. The Company believes the claims lack merit and intends to vigorously defend against the action. On May 8, 2020, the Public Employees Retirement System of Mississippi and the Plumbers and Pipefitters National Pension Fund were named as co-lead plaintiffs and filed an amended complaint on June 22, 2020. We
On April 20, 2021, the parties reached an agreement in principle to resolve this securities class action. The agreement contemplated a full release of claims through the date of preliminary court approval of the settlement in exchange for a payment of $39.5 million, primarily funded by the Company’s D&O insurance carriers, except $5.0 million which was provisionally funded by the Company and remains subject to dispute with insurance carriers. On November 22, 2021, the Court granted final approval of the settlement agreement. The deadline to appeal the entry of the final approval order and judgment was December 22, 2021, and no party or class member filed an appeal. The Company continues to believe that the plaintiffs’ claims lacked merit and has denied any liability or wrongdoing for the claims made against the Company.
In re JELD-WEN Holding, Inc. Derivative Litigation – On February 2, 2021, Jason Aldridge, on behalf of the Company, filed a motion to dismissderivative action in the U.S. District Court for the District of Delaware against certain current and former executives and directors of the Company, alleging that the individual defendants breached their fiduciary duties by allowing the wrongful acts alleged in the Steves and Cambridge actions, as well as violations of Section 14(a) and 20(a) of the Exchange Act, unjust enrichment, and waste of corporate assets among other allegations (the “Aldridge Action”). The lawsuit sought compensatory damages, equitable relief, and an award of attorneys’ fees and costs. The plaintiff filed an amended complaint on May 10, 2021.
On June 21, 2021, prior to a response from the Company in the Aldridge Action, Shieta Black and the Board of Trustees of the City of Miami General Employees’ & Sanitation Employees’ Retirement Trust, on behalf of the Company, filed a derivative action in the U.S. District Court for the District of Delaware against certain current and former executives and directors of the Company and Onex Corporation (“Onex”), alleging that the defendants breached their fiduciary duties by allowing the wrongful acts alleged in the Steves and Cambridge actions, as well as insider trading, and unjust enrichment among other allegations (the “Black Action”). The lawsuit sought compensatory damages, corporate governance reforms, restitution, equitable relief, and an award of attorneys’ fees and costs. The court granted the Black and Aldridge plaintiffs in motion to consolidate the lawsuits on July 29, 2020,16, 2021.
On June 20, 2022, the parties entered into a settlement agreement of the consolidated matters, which was deniedapproved by the Court on October 26, 2020. Discovery is ongoing,approval of the December 20, 2022, and trial in this matter is currently set for July 12, 2021.the cases were dismissed with prejudice. In January 2023, the Company,
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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 otherothers 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 allegealleged that Masonite and JELD-WEN violated Section 1 of the Sherman Act, and in the Indirect Purchaser Action, related state law antitrust and consumer protection laws, by engaging in a scheme to artificially raise, fix, maintain, or stabilize the prices of interior molded doors in the United States. The complaints sought ordinary and treble damages, declaratory relief, interest, costs, and attorneys’ fees. The Company believes the claims lack merit and vigorously defended against the actions.On September 18, 2019, the court granted in part and denied in part the defendants’ motions to dismiss the lawsuits, dismissing various state law claims and limiting plaintiffs’ damages claims to a four-year period (from 2014-2018) under the applicable statute of limitations. Together with Masonite, we filed motions to oppose class certification in both the Direct Purchaser and Indirect Purchaser Actions on May 19, 2020.
On August 31, 2020, JELD-WEN and Masonite entered into a settlement agreement with the putative Direct Purchaser     
class to resolve the Direct Purchaser Action. In exchange for a full release of claims through the date of preliminary court approval of the settlement, each defendant originally agreed to pay $28.0 million to the named plaintiffs and the settlement class. On January 27, 2021, the parties to the Direct Purchaser Action revised the settlement agreement to modify certain terms, and eachEach 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
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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,agreement. The final fairness hearing in the Direct Purchaser Action was held on June 2, 2021, and the court has granted preliminaryentered 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 this settlementthe 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 lacklacked merit and has denied any liability or wrongdoing for the claims made against the Company. The settlement agreements remain subject to final court approval and other conditions. The final fairness hearing in the Direct Purchaser Action is scheduled to be in June 2021, and the final fairness hearing in the Indirect Purchaser Action is scheduled to be in July 2021.
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 usthe Company and Masonite in the Superior Court of the Province of Quebec, Canada, which was served on us on September 18, 2020 (“the Quebec Action”). The putative class consists of any person in Canada who, since October 2012, purchased one or more interior molded doors from usthe Company or Masonite. The suit alleges an illegal conspiracy between usthe Company and Masonite to agree on prices, the distribution of market shares and/or the production levels of interior molded doors and that the plaintiffs suffered damages in that they were charged and paid higher prices for interior molded doors than they would have had to pay but for the alleged anti-competitive conduct. The plaintiffs are seeking compensatory and punitive damages, attorneys’ fees and costs. On September 9, 2020, Kate O’Leary Swinkels, on behalf of herself and others similarly situated, filed a putative class action against JELD-WENthe Company and Masonite in federal court in the provinceFederal Court of Ontario,Canada, which was served on us on September 29, 2020 (the “Ontario“Federal Court Action”). The OntarioFederal Court Action makes substantially similar allegations to the Quebec Action and the putative class is represented by the same counsel. In February 2021, the plaintiff in the OntarioFederal Court Action noticedissued a proposed Amended Statement of Claim that replacesreplaced the named plaintiff, Kate O’Leary Swinkels, with David Regan. The plaintiff further anticipates stayinghas sought a stay of the Quebec Action while the OntarioFederal Court Action proceeds, although we do notproceeds. We anticipate a hearing on the certification of the OntarioFederal Court Action until early 2022.Thein 2023. The Company believes both the Quebec Action and the OntarioFederal Court Action lack merit and intends to vigorously defend against them. On July 14, 2023, the Company entered into a preliminary agreement with class counsel to resolve both actions for an immaterial amount, which the Company recorded in the second quarter of 2023. The proposed settlement remains subject to final documentation and court approval. The Company continues to believe the plaintiffs’ claims lack merit and denies any liability or wrongdoing for the claims made against the Company.
We have evaluated the claims against us and recorded provisions based on management’s judgment about the probable outcome of the litigation and have included our estimates in accrued expenses in the accompanying balance sheets. See Note 1110 - Accrued Expenses and Other Current Liabilities. While we expect a favorable resolution to these matters, the dispute resolution process could be lengthy, and if the plaintiffs were to prevail completely or substantially in the respective matters described above, such an outcome could have a material adverse effect on our operating results, consolidated financial position, or cash flows.
Self-Insured Risk – We self-insure substantially all of our domestic business liability risks including general liability, product liability, warranty, personal injury, auto liability, workers’ compensation, and employee medical benefits. Excess insurance policies from independent insurance companies generally cover exposures between $3.0$5.0 million and $200.0 million for domestic product liability risk and exposures between $0.5$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
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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, 20202023 and December 31, 2019,2022, our accrued liability for self-insured risks was $81.0$89.2 million and $76.6$89.0 million, respectively.
Indemnifications – At December 31, 2020,2023, we had commitments related to certain representations made in contracts for the purchase or sale of businesses or property.property, including the divestiture of JW Australia. Our indemnity obligations under the relevant agreements may be limited in terms of time, amount or scope. These representations primarily relate to past actions such as responsibility for transfer taxes if they should be claimed, and the adequacy of recorded liabilities, warranty matters, employment benefit plans, income tax matters, or environmental exposures. These guarantees or indemnification responsibilities typically expire within oneAs it relates to three years.certain income tax related liabilities, the relevant agreements may not provide any cap for such liabilities, and the period in which we would be liable would lapse upon expiration of the statute of limitation for assessment of the underlying taxes. Because of the conditional nature of these obligations and the unique facts and circumstances involved in each particular agreement, we are unable to reasonably estimate the potential maximum exposure associated with these items. We are not aware of any material amounts claimed or expected to be claimed under these indemnities.
From time to time and in limited geographic areas, we have entered into agreements for the sale of our products to certain customers that provide additional indemnifications for liabilities arising from construction or product defects. We cannot estimate the potential magnitude of such exposures, but to the extent specific liabilities have been identified related to product sales, liabilities have been provided in the warranty accrual in the accompanying consolidated balance sheets.
Other Financing Arrangements – At times we are required to provide letters of credit, surety bonds, or guarantees to meet various performance, legal, warranty, environmental, workers compensation, licensing, utility, and governmental requirements. Stand-by letters of credit are provided to certain customers and counterparties in the ordinary course of business as credit support for contractual performance guarantees, advanced payments received from customers, and future funding commitments. The stated values of these letters of credit agreements, surety bonds, and guarantees were
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$122.7 million and $122.6 $68.7 million at December 31, 20202023 and $60.0 million at December 31, 2019,2022, respectively. We have revised our 2019 value to include additional insured guarantees and guarantees associated with our Australia Senior Secured Credit Facility.
Environmental Contingencies – We periodically incur environmental liabilities associated with remediating our current and former manufacturing sites as well as penalties for not complying with environmental rules and regulations. We record a liability for remediation costs when it is probable that we will be responsible for such costs and the costs can be reasonably estimated. These environmental liabilities are estimated based on current available facts and current laws and regulations. Accordingly, it is likely that adjustments to the estimated liabilities will be necessary as additional information becomes available. Short-term environmental liabilities and settlements are recorded in accrued expenses and other current liabilities in the accompanying consolidated balance sheets and totaled $0.7$0.5 million at both December 31, 20202023 and December 31, 2019.2022, respectively. Long-term environmental liabilities are recorded in deferred credits and other liabilities in the accompanying consolidated balance sheets and totaled $8.3$11.5 million and $11.8 million at December 31, 2020. NaN long-term environmental liabilities were recorded at2023 and December 31, 2019.2022, respectively.
Everett, Washington WADOE Action In 2007, we were identified by the WADOE as a PLP with respect to our former manufacturing site in Everett, Washington. In 2008, we entered into an Agreed Order with the WADOE to assess historic environmental contamination and remediation feasibility at our former manufacturing site in Everett, Washington.the site. As part of this agreement,the order, we also agreed to develop a Corrective Action Plan (“CAP”),CAP, arising from the feasibility assessment. On April 30,In December 2020, we provided the WADOE with a revised draft of our feasibility assessment. On June 19, 2020, we received substantive comments from the WADOE that included additional remedial alternatives and changes to the scoring of the alternatives. We worked with WADOE on its comments with respect to and the scoring of the remedial alternatives, and we submitted the draft final feasibility assessment to the WADOE in December 2020,a draft feasibility assessment with an array of remedial alternatives, which we considered substantially complete. During 2021, several comment rounds were completed as well as the identification of the Port of Everett and W&W Everett Investment LLC as additional PLPs, with respect to this matter with each PLP being jointly and severally liable for the cleanup costs. The draftWADOE received the final feasibility assessment includedon December 31, 2021, containing various remedial alternatives ranging from $8.3with 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 $57.0$33.4 million. We expect to deliverOn March 1, 2022, we delivered a draft CAP toconsistent with the preferred alternatives which was approved by WADOE in late-April 2021.August 2023. The final feasibility assessment and draft finalexisting Agreed Order of 2008 was also modified with WADOE in July 2023 to support the development of the associated CAP are expected to be delivered to the WADOE in May 2021. At that time, the WADOE will release the documents to the public for a 30-day comment period. Once the public comment period has expiredinvestigation, sampling and any comments incorporated, the WADOE will select the remedial actions we will be required to perform, and a final CAP will be developed and delivered to the WADOE 15 days thereafter. While wedesign components. We have made provisions inwithin our financial statements within the range of possible outcomes for this matter, it is unclear at this time which remedial actions we will be required to undertake oroutcomes; however, the cost thereof. As a result, thecontents and cost of the final CAP and allocation of the responsibility between the identified PLPs could vary materially from our provisions and have a material impact on our statement of operations and statement of cash flows.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 2013,2012, by using it as fuel for a boiler at that site. The COA replaced a 2018 Consent Decree between PaDepthe Company and us.PaDEP. Under the COA, we are required to achieve certain periodic removal objectives and ultimately remove the entire pile by August 31, 2025. There are currentlyAs 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 at this site decrease and we burn less fuel than currently anticipated, we may notshould change, additional alternatives would be ableevaluated to meet such deadlines.the prescribed removal timeline.
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Employee Stock Ownership Plan – We have historically provided cashBack to our U.S. ESOP in order to fund required distributions to participants through the repurchase of shares of our Common Stock. Following our February 2017 IPO, the value of a share of Common Stock held through the ESOP is now based on our public share price. We do not anticipate that we will fund future distributions.top
Purchase Obligations - As of December 31, 2020,2023, we have purchase obligations of $9.9$26.7 million due in 20212024 and $21.6$28.1 million due in 20222025 and thereafter. These purchase obligations are primarily relating to raw materials purchase agreements and software hosting services.services and equipment purchase agreements. Purchase obligations are defined as purchase agreements that are enforceable and legally binding and that specify all significant terms, including quantity, price, and the approximate timing of the transaction.
Note 26. Employee Retirement and Pension Benefits
U.S. Defined Benefit Pension Plan
Certain U.S. hourly employees participate in our defined benefit pension plan. The plan is not open to new employees.
In 2020, we elected to utilize the alternative method when calculating the Pension Benefit Guarantee Corporation premiums for 2020 and the succeeding 4 years, rather than the stand alone method utilized during the previous 5 years, resulting in a reduction to pension benefit expenses in 2020.four years. We use a spot rate yield curve to estimate the pension benefit obligation and net periodic benefits costs.
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the U.S. defined benefit pension plan by offering a one-time lump sum election option to terminated vested participants and active participants over the age of 59 1/2. As a result of lump sum elections made by participants, we settled $49.5 million of future obligations and recognized a pre-tax pension settlement charge of $4.3 million in the fourth quarter of 2023. The settlement charge, primarily comprised of the recognition of past actuarial losses, is recorded within other income, net in the consolidated statements of operations.
The components of net periodic benefit cost are summarized as follows for the years ended December 31:
(amounts in thousands)(amounts in thousands)
(amounts in thousands)
(amounts in thousands)
Components of pension benefit expense - U.S. benefit plan
Components of pension benefit expense - U.S. benefit plan
Components of pension benefit expense - U.S. benefit planComponents of pension benefit expense - U.S. benefit plan202020192018202320222021
Service costService cost$3,090 $4,890 $4,170 
Interest costInterest cost12,236 14,861 13,180 
Expected return on plan assetsExpected return on plan assets(21,860)(18,622)(20,769)
Amortization of net actuarial pension lossAmortization of net actuarial pension loss6,852 8,919 9,314 
Pension benefit expense$318 $10,048 $5,895 
Settlement loss
Pension benefit expense (income)
Discount rate used to determine benefit costs
Discount rate used to determine benefit costs
Discount rate used to determine benefit costsDiscount rate used to determine benefit costs3.31%4.27%3.47%5.39%2.88%2.55%
Expected long-term rate of return on assetsExpected long-term rate of return on assets6.25%6.25%6.25%Expected long-term rate of return on assets6.20%5.25%5.75%
Compensation increase rateCompensation increase rateN/AN/AN/ACompensation increase rateN/AN/A
In October 2019, the Society of Actuaries released the PRI-2012 Mortality Tables (update to RP-2014 mortality tables), which were adopted in 2019 and represent our best estimate of future experience for the base mortality table. The Society of Actuaries has released annual updates to the mortality improvement projection scale that was first released in 2014, with the most recent annual update being Scale MP-2020. We adopted the use of Scale MP-2020 as of December 31, 2020 as it represents our best estimate of future mortality improvement projection experience as of the measurement date.dates.
We developed the discount rate based on the plan’s expected benefit payments using the Willis Towers WatsonWTW RATE:Link 10:90 Yield Curve. Based on this analysis, we selected a 2.55%5.05% discount rate for our projected benefit obligation. As the discount rate is reduced or increased, the pension obligation would increase or decrease, respectively, and future pension expense would increase or decrease, respectively.
We maintain policies for investment of pension plan assets. The policies set forth stated objectives and a structure for managing assets, which includes various asset classes and investment management styles that, in the aggregate, are expected to produce a sufficient level of diversification and investment return over time and provide for the availability of funds for benefits as they become due. The policies also provide guidelines for each investment portfolio that control the level of risk assumed in the portfolio and ensure that assets are managed in accordance with stated objectives. The plan invests primarily in publicly traded equity and debt securities as directed by the plan’s investment committee. The target asset allocation is determined by reference to the plan’s funded status percentage. The target allocation of plan assets was 76.0% fixed income securities, 17.7% equity securities and 6.3% other investments, as of December 31, 2023 and 52.2% fixed income securities, 39.8% equity securities and 8.0% other investments, as of December 31, 2022. The pension plan’s expected return assumption is based on the weighted average aggregate long-term expected returns of various actively managed asset classes corresponding to the plan’s asset allocation. We have selected an expected return on plan assets based on a historical analysis of rates of return, our investment mix, market conditions and other factors. The fair value of plan assets increaseddecreased in 20202023 due primarily to the plan settlements and 2019benefit payments, partially offset by investment returns. The fair value of plan assets decreased in 2022 due primarily to investment returns and contributions in excess of our benefit payments.
(amounts in thousands)
Change in fair value of plan assets - U.S. benefit plan20202019
Balance as of January 1,$358,577 $302,763 
Actual return on plan assets47,391 69,767 
Company contribution12,619 7,760 
Benefits paid(18,538)(16,751)
Administrative expenses paid(3,196)(4,962)
Balance at period end$396,853 $358,577 
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The plan’s investments as of December 31 are summarized below:
% of Plan Assets
Summary of plan investments - U.S. benefit plan20202019
Equity securities8.37.9
Debt securities36.336.1
Other55.456.0
100.0100.0
(amounts in thousands)
Change in fair value of plan assets - U.S. benefit plan20232022
Balance as of January 1,$314,477 $418,947 
Actual return on plan assets36,191 (80,997)
Benefits paid(20,041)(20,060)
Administrative expenses paid(4,381)(3,413)
Plan settlements(46,667)— 
Balance at period end$279,579 $314,477 
The plan’s projected benefit obligation is determined by using weighted-average assumptions made onas of December 31 of each year, as summarized below:
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(amounts in thousands)(amounts in thousands)
Change in projected benefit obligation - U.S. benefit plan
Change in projected benefit obligation - U.S. benefit plan
Change in projected benefit obligation - U.S. benefit planChange in projected benefit obligation - U.S. benefit plan2020201920232022
Balance as of January 1,Balance as of January 1,$433,408 $383,936 
Service costService cost3,090 4,890 
Interest costInterest cost12,236 14,861 
Actuarial loss47,085 51,434 
Actuarial loss (gain)
Benefits paidBenefits paid(18,538)(16,751)
Administrative expenses paidAdministrative expenses paid(3,196)(4,962)
Plan Settlements
Balance at period endBalance at period end$474,085 $433,408 
Discount rateDiscount rate2.55%3.31%Discount rate5.05%5.39%
Compensation increase rateCompensation increase rateN/AN/ACompensation increase rateN/AN/A
As of December 31, 2020,2023, the plan’s estimated benefit payments for the next ten years are as follows (amounts in thousands):
2021$18,142 
202219,052 
202319,836 
202420,595 
202521,251 
2026-2030112,711 
2024$19,799 
202520,061 
202620,228 
202720,349 
202820,398 
2029-2033100,415 
The companyCompany made no cash contributions to the plan of $12.6 million and $7.8 million for the yearyears ended December 31, 20202023 and December 31, 2019, respectively.2022. During fiscal year 2021,2024, no cash contributions are required to be made to the plan.
The plan’s accumulated benefit obligation of $474.1$283.9 million is determined by taking the projected benefit obligation and removing the impact of the assumed compensation increases.
The plan’s funded status as of December 31 is as follows:
(amounts in thousands)(amounts in thousands)
Unfunded pension liability - U.S. benefit plan20202019
Long-term unfunded pension liability - U.S. benefit plan
Long-term unfunded pension liability - U.S. benefit plan
Long-term unfunded pension liability - U.S. benefit plan20232022
Projected benefit obligation at end of periodProjected benefit obligation at end of period$474,085 $433,408 
Fair value of plan assets at end of periodFair value of plan assets at end of period(396,853)(358,577)
Unfunded pension liability$77,232 $74,831 
Long-term unfunded pension liability
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Net actuarial pension losses are recorded in consolidated other comprehensive income (loss) for the years ended December 31 are as follows:
(amounts in thousands)(amounts in thousands)
Accumulated other comprehensive loss - U.S. benefit planAccumulated other comprehensive loss - U.S. benefit plan202020192018
Accumulated other comprehensive loss - U.S. benefit plan
Accumulated other comprehensive loss - U.S. benefit plan202320222021
Net actuarial pension loss beginning of periodNet actuarial pension loss beginning of period$87,459 $96,090 $112,632 
Amortization of net actuarial lossAmortization of net actuarial loss(6,852)(8,919)(9,314)
Net loss (gain) occurring during year21,554 288 (7,228)
Net gain occurring during year
Settlement recognition of net actuarial loss
Net actuarial pension loss at end of periodNet actuarial pension loss at end of period102,161 87,459 96,090 
Tax benefit(6,860)(3,145)(5,344)
Tax expense
Net actuarial pension loss at end of period, net of taxNet actuarial pension loss at end of period, net of tax$95,301 $84,314 $90,746 
Non-U.S. Defined Benefit Plans – We have several otherunfunded defined benefit plans located outside the U.S. that are country specific. Some of these plans remain open to participants and others are closed. The expenses related to these plans are recorded in the consolidated statements of operations and are determined by using weighted-average assumptions made on January 1 of each year as summarized below for the years ended December 31.
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(amounts in thousands)
Components of pension benefit expense - Non-U.S. benefit plans202320222021
Service cost$1,275 $1,842 $2,035 
Interest cost879 349 205 
Amortization of net actuarial pension loss45 311 645 
Pension benefit expense$2,199 $2,502 $2,885 
Discount rate3.1% - 3.8%3.3% - 3.7%0.8% - 1.6%
Compensation increase rate0.0% - 3.5%0.0% - 3.5%0.5% - 2.5%

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(amounts in thousands)
Components of pension benefit expense - Non-U.S. benefit plans202020192018
Service cost$2,548 $2,386 $2,070 
Interest cost908 1,398 1,417 
Expected return on plan assets(435)(589)(833)
Amortization of net actuarial pension loss849 225 189 
Pension benefit expense$3,870 $3,420 $2,843 
Discount rate0.2% - 7.8%0.6% - 8.5%0.2% - 9.0%
Expected long-term rate of return on assets0.0% - 4.6%0.0% - 5.8%0.0% - 5.3%
Compensation increase rate0.5% - 7.0%0.5% - 7.0%0.5% - 7.0%
(amounts in thousands)
Change in fair value of plan assets - Non-U.S. benefit plans20202019
Balance as of January 1,$10,924 $12,676 
Actual (loss) return on plan assets(106)1,398 
Company contribution190 236 
Benefits paid(547)(3,272)
Administrative expenses paid(13)(21)
Cumulative translation adjustment1,023 (93)
Balance at period end$11,471 $10,924 
The investments of the non-U.S. plans as of December 31 are summarized below:
% of Plan Assets
Summary of plan investments - Non-U.S. benefit plans20202019
Equity securities50.345.8
Debt securities19.820.7
Other29.933.5
100.0100.0
The projected benefit obligation for the non-U.S. plans is determined by using weighted-average assumptions made onas of December 31 2020 of each year, as summarized below:
(amounts in thousands) (amounts in thousands)
Change in projected benefit obligation - Non-U.S. benefit plans
Change in projected benefit obligation - Non-U.S. benefit plans
Change in projected benefit obligation - Non-U.S. benefit plansChange in projected benefit obligation - Non-U.S. benefit plans2020201920232022
Balance as of January 1,Balance as of January 1,$47,707 $42,803 
Service costService cost2,548 2,655 
Service cost
Service cost
Interest costInterest cost908 1,405 
Actuarial loss786 6,084 
Actuarial gain
Benefits paidBenefits paid(2,756)(5,240)
Administrative expenses paid(15)(21)
Benefits paid
Benefits paid
Cumulative translation adjustment
Cumulative translation adjustment
Cumulative translation adjustmentCumulative translation adjustment4,693 21 
Balance at period endBalance at period end$53,871 $47,707 
Discount rateDiscount rate0.2% - 7.8%0.6% - 8.5%
Discount rate
Discount rate3.1% - 3.8%3.3% - 3.7%
Compensation increase rateCompensation increase rate1.0% - 7.0%0.5% - 7.0%Compensation increase rate0.0% - 3.5%0.0% - 3.5%
As of December 31, 2020,2023, the estimated benefit payments for the non-U.S. plans over the next ten years are as follows (amounts in thousands):
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2021$1,991 
20222,114 
20232,523 
20242,631 
20252,483 
2026-203011,901 
2024$1,370 
20251,279 
20261,377 
20271,696 
20281,956 
2029-20339,550 
The accumulated benefit obligations of $42.5$23.6 million for the non-U.S. plans are determined by taking the projected benefit obligation and removing the impact of the assumed compensation increases. We expect to contribute $1.1$1.4 million to the non-U.S. plans in 2021.2024.
The funded status of these plans as of December 31 are as follows:
(amounts in thousands)(amounts in thousands)
Unfunded pension liability - Non-U.S. benefit plansUnfunded pension liability - Non-U.S. benefit plans20202019
Projected benefit obligation at end of period$53,871 $47,707 
Fair value of plan assets at end of period(11,471)(10,924)
Net pension liability$42,400 $36,783 
Unfunded pension liability - Non-U.S. benefit plans
Unfunded pension liability - Non-U.S. benefit plans20232022
Long-term unfunded pension liability
Long-term unfunded pension liability
Long-term unfunded pension liabilityLong-term unfunded pension liability$37,845 $33,106 
Current portionCurrent portion6,234 5,605 
Total unfunded pension liabilityTotal unfunded pension liability$44,079 $38,711 
Total overfunded pension liability$1,679 $1,928 
The current portion of the unfunded pension liability is recorded in accrued payroll and benefits in the accompanying consolidated balance sheets. The overfunded pension liability is recorded in long-term other assets in the accompanying consolidated balance sheets.
Net actuarial pension losses are recorded in consolidated other comprehensive income (loss) for the years ended December 31 are as follows:
(amounts in thousands)(amounts in thousands)
Accumulated other comprehensive loss - Non-U.S. benefit plansAccumulated other comprehensive loss - Non-U.S. benefit plans202020192018
Accumulated other comprehensive loss - Non-U.S. benefit plans
Accumulated other comprehensive loss - Non-U.S. benefit plans202320222021
Net actuarial pension loss beginning of periodNet actuarial pension loss beginning of period$12,237 $7,450 $7,359 
Amortization of net actuarial lossAmortization of net actuarial loss(849)(553)(1,442)
Net gain occurring during year1,339 5,232 1,462 
Net (gain) loss occurring during year
Effect of curtailment
Divestiture of JW Australia benefit plans
Cumulative translation adjustmentCumulative translation adjustment84 108 71 
Net actuarial pension loss at end of periodNet actuarial pension loss at end of period12,811 12,237 7,450 
Tax benefitTax benefit(3,043)(2,958)(1,911)
Net actuarial pension loss at end of period, net of taxNet actuarial pension loss at end of period, net of tax$9,768 $9,279 $5,539 
Other
Defined Contribution Benefit Plans –We– We have several other defined contribution benefit plans located outside thecovering certain U.S. that are country specific. Otherand non-U.S. subsidiary employees, subject to eligibility requirements established in accordance with local statutory requirements. The total cost of these plans that are characteristically defined contribution plans have accrued liabilities of $2.2was $36.4 million, $39.0 million and $1.3 million, respectively, at December 31, 2020 and December 31, 2019. The total compensation expense for non-U.S. defined contribution plans was $21.1$35.9 million in 2020, $24.6 million in 2019,2023, 2022 and $27.0 million in 2018.2021, respectively.
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Note 27. Supplemental Cash Flow Information
Year Ended
(amounts in thousands)December 31, 2020December 31, 2019December 31, 2018
Cash Operating Activities:
Operating leases$58,235 $55,141 $— 
Finance leases193 131 — 
Cash paid for amounts included in the measurement of lease liabilities$58,428 $55,272 $— 
Cash Investing Activities:
Issuances of notes receivable$(57)$(58)$(77)
Cash received on notes receivable642 469 351 
Change in notes receivable$585 $411 $274 
Non-cash Investing Activities:
Property, equipment and intangibles purchased in accounts payable$5,862 $10,439 $6,961 
Property, equipment and intangibles purchased for debt18,813 40,323 32,262 
Customer accounts receivable converted to notes receivable843 565 110 
Cash Financing Activities:
Proceeds from issuance of new debt$250,000 $124,375 $38,823 
Borrowings on long-term debt100,941 358,027 464,119 
Payments of long-term debt(135,250)(468,637)(432,122)
 Payments of debt issuance and extinguishment costs, including underwriting fees(4,833)(664)(352)
Change in long-term debt$210,858 $13,101 $70,468 
Cash paid for amounts included in the measurement of finance lease liabilities$1,721 $917 $— 
Non-cash Financing Activities:
Prepaid insurance funded through short-term debt borrowings$10,785 $4,948 $2,757 
Prepaid ERP costs funded through short-term debt borrowings3,919 
Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities469 
Accounts payable converted to installment notes914 757 12,886 
Other Supplemental Cash Flow Information:
Cash taxes paid, net of refunds$20,443 $26,656 $46,295 
Cash interest paid71,659 71,181 68,892 
We have revised prior year borrowings and payments of long-term debt to reflect gross activity relating to our ABL Facility. There is no impact to the disclosed Change in long-term debt amount for any previously reported period.
Year Ended
(amounts in thousands)December 31, 2023December 31, 2022December 31, 2021
Cash Operating Activities:
Operating leases$50,995 $58,575 $59,190 
Interest payments on financing lease obligations331 161 205 
Cash paid for amounts included in the measurement of lease liabilities$51,326 $58,736 $59,395 
Cash Investing Activities:
Purchases of securities for deferred compensation plan$(1,206)$(834)$— 
Sale of securities for deferred compensation plan66 106 — 
Change in securities for deferred compensation plan$(1,140)$(728)$— 
Issuances of notes receivable$(58)$(55)$(52)
Cash received on notes receivable319 149 4,218 
Change in notes receivable$261 $94 $4,166 
Non-cash Investing Activities:
Property, equipment, and intangibles purchased in accounts payable$10,025 $4,987 $6,753 
Property, equipment, and intangibles purchased with debt14,045 9,779 8,839 
Customer accounts receivable converted to notes receivable293 49 141 
Cash Financing Activities:
Proceeds from issuance of new debt$— $— $548,625 
Borrowings on long-term debt127,336 779,977 37,306 
Payments of long-term debt(684,766)(767,248)(666,534)
 Payments of debt issuance and extinguishment costs, including underwriting fees(3,908)— (5,448)
Change in long-term debt and payments of debt extinguishment costs$(561,338)$12,729 $(86,051)
Cash paid for amounts included in the measurement of finance lease liabilities$1,880 $1,792 $2,090 
Non-cash Financing Activities:
Prepaid insurance funded through short-term debt borrowings$16,628 $16,486 $13,048 
Shares repurchased in accounts payable— — 1,066 
Accounts payable converted to installment notes176 1,279 69 
Other Supplemental Cash Flow Information:
Cash taxes paid, net of refunds$48,092 $44,723 $36,513 
Cash interest paid74,735 80,613 74,953 

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Note 28. Related Party Transactions
Sale of subsidiary – In May 2019, we sold Creative Media Development, Inc. (“CMD”), a subsidiary, which was part of our North America segment, for $6.5 million, resulting in a gain of $2.8 million in the second quarter of 2019. A minority shareholder of the buying group also serves on our Board of Directors. Under the Stock Purchase Agreement for CMD, we agreed to use CMD for certain advertising services totaling $7.0 million between 2019 and 2023. As of December 31, 2020, the remaining balance is $1.2 million. At December 31, 2020, there is 0 amount due from the related party. This sale did not have a material impact on our results of operations.
Acquired lease – In conjunction with our acquisition of VPI, we assumed operating leases on 2 buildings with a former shareholder of VPI and current employee. The leases are at market rates and resulted in an operating lease asset of $3.6 million as of the opening balance sheet. One of the leases was modified in August 2019, which increased the value by $0.6 million. At December 31, 2020, the operating lease asset was $3.5 million.
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SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF JELD-WEN HOLDING, INC.
Parent Company Information

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Years Ended December 31,
(amounts in thousands, except share and per share data)202020192018
Selling, general and administrative$18,359 $15,397 $15,924 
Equity in earnings of subsidiaries109,509 77,950 157,429 
Other (income) expense
Interest income(32)(36)
Interest expense12 45 
Other(436)(398)(411)
Income before taxes91,586 62,971 141,907 
Income tax expense
Net income$91,586 $62,971 $141,907 
Comprehensive income (loss):
Net income$91,586 $62,971 $141,907 
Other comprehensive (loss) income, net of tax
Equity in comprehensive (loss) income of subsidiaries92,582 (6,470)(50,312)
Total other comprehensive (loss) income, net of tax92,582 (6,470)(50,312)
Total comprehensive income$184,168 $56,501 $91,595 





























See accompanying notes to the Condensed Financial Information
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SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF JELD-WEN HOLDING, INC.
Parent Company Information
CONDENSED BALANCE SHEETS
(amounts in thousands, except share and per share data)December 31, 2020December 31, 2019
ASSETS
Current assets
Cash and cash equivalents$4,216 $4,818 
Other current assets10 
Total current assets4,216 4,828 
Property and equipment, net2,947 3,074 
Investment in subsidiaries1,059,437 959,001 
Long-term notes receivable35 
Total assets$1,066,600 $966,938 
LIABILITIES AND EQUITY
Current liabilities
Accounts payable$483 $510 
Current payable to subsidiaries2,911 2,431 
Accrued expenses and other current liabilities49 430 
Notes payable and current maturities of long-term debt205 
Total current liabilities3,443 3,576 
Total liabilities3,443 3,576 
Commitments and contingencies (Note 5)
00
Shareholders’ equity
Common Stock: 900,000,000 shares authorized, par value $0.01 per share, 100,806,068 shares outstanding as of December 31, 2020; 900,000,000 shares authorized, par value $0.01 per share, 100,668,003 shares outstanding as of December 31, 20191,008 1,007 
Additional paid-in capital690,687 671,772 
Retained earnings371,462 290,583 
Total shareholders’ equity1,063,157 963,362 
Total liabilities, convertible preferred shares, and shareholders’ equity$1,066,600 $966,938 




















See accompanying notes to the Condensed Financial Information
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SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF JELD-WEN HOLDING, INC.
Parent CompanyNote 28. Summarized Quarterly Financial Information
CONDENSED STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
(amounts in thousands)202020192018
OPERATING ACTIVITIES
Net income$91,586 $62,971 $141,907 
Adjustments to reconcile net income to cash used in operating activities:
Depreciation127 128 161 
Income from subsidiaries investment(109,509)(77,950)(157,429)
Other items, net(470)436 538 
Stock-based compensation16,399 13,315 15,052 
Net change in operating assets and liabilities, net of effect of acquisitions:
Receivables and payables from subsidiaries3,891 19,564 123,366 
Other assets10 (5)
Accounts payable and accrued expenses(408)829 (859)
Net cash provided by operating activities1,619 19,303 122,731 
INVESTING ACTIVITIES
Distribution received from subsidiaries2,000 1,500 
Net cash provided by investing activities2,000 1,500 
FINANCING ACTIVITIES
Payments of long-term debt(205)(757)(982)
Employee note repayments39 
Common stock issued for exercise of options2,984 1,977 201 
Common stock repurchased(5,000)(19,994)(125,030)
Net cash (used in) financing activities(2,221)(18,774)(125,772)
Net (decrease) increase in cash and cash equivalents(602)2,529 (1,541)
Cash, cash equivalents and restricted cash, beginning4,818 2,289 3,830 
Cash, cash equivalents and restricted cash, ending$4,216 $4,818 $2,289 
(Unaudited)

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2023
(amounts in thousands)First QuarterSecond QuarterThird QuarterFourth 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 tax8,465 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 tax6,669 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 operations0.08 0.18 0.31 (0.14)
Diluted Net income (loss) per share$0.18 $0.45 $0.51 $(0.41)

2022
(amounts in thousands)First QuarterSecond QuarterThird QuarterFourth Quarter
Net revenues$1,045,615 $1,179,154 $1,140,025 $1,179,014 
Gross margin$171,666 $206,614 $206,389 $201,251 
Income (loss) from continuing operations, net of tax(3,575)34,958 (45,064)25,904 
Income from discontinued operations, net of tax3,047 10,868 11,872 7,717 
Net income (loss)$(528)$45,826 $(33,192)$33,621 
Diluted Net income (loss) per share from continuing operations$(0.04)$0.40 $(0.53)$0.31 
Diluted Net income per share from discontinued operations0.03 0.12 0.14 0.09 
Diluted Net income (loss) per share$(0.01)$0.52 $(0.39)$0.40 




















See accompanying notesDiluted Net income (loss) per share may not sum due to the Condensed Financial Informationrounding.
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SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF JELD-WEN HOLDING, INC.
Parent Company Information
NOTES TO CONDENSED FINANCIAL INFORMATION

Note 1. Description of Company and Summary of Significant Accounting Policies
Accounting policies adopted in the preparation of this condensed parent company only financial information are the same as those adopted in the consolidated financial statements and described in Note 1 - Description of Company and Summary of Significant Accounting Policies, of the consolidated financial statements included in this Form 10-K.
Nature of Business – JELD-WEN Holding, Inc., (the “Parent Company”) (a Delaware corporation) was formed by Onex Partners III LP to effect the acquisition of JELD-WEN, Inc. and had no activities prior to the acquisition of JELD-WEN, Inc. on October 3, 2011. The Parent Company is a holding company with no material operations of its own that conducts substantially all of its activities through its direct subsidiary, JELD-WEN Inc. and its subsidiaries.
The accompanying condensed parent-only financial information includes the accounts of the Parent Company and, on an equity basis, its direct and indirect subsidiaries and affiliates. Accordingly, these condensed financial statements have been presented on a “parent-only” basis. Under a parent-only presentation, the Parent Company’s investments in subsidiaries are presented under the equity method of accounting. These parent-only financial statements should be read in conjunction with the JELD-WEN Holding, Inc. and subsidiaries consolidated financial statements included elsewhere herein.
The condensed parent-only financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X as the restricted net assets of the subsidiaries of the Company exceed 25% of the consolidated net assets of the Company. The ability of the Company’s operating subsidiaries to pay dividends may be restricted due to the terms of the subsidiaries’ financing arrangements (see Note 13 - Long-Term Debt to the consolidated financial statements).
Property and Equipment – Property and equipment is recorded at cost. The cost of major additions and betterments are capitalized and depreciated using the straight-line method over their estimated useful lives while replacements, maintenance and repairs that do not improve or extend the useful lives of the related assets or adapt the property to a new or different use are expensed as incurred.
Depreciation is generally provided over the following estimated useful service lives:
Buildings15 - 45 years

Note 2. Property and Equipment, Net
(amounts in thousands)20202019
Buildings$3,632 $3,632 
Total depreciable assets3,632 3,632 
Accumulated depreciation(685)(558)
Total property and equipment, net$2,947 $3,074 
Depreciation expense was $0.1 million in the year ended December 31, 2020, $0.1 million in the year ended December 31, 2019, and $0.2 million in the year ended December 31, 2018.
Note 3. Long-Term Debt
2020 Year-end Effective Interest RateDecember 31, 2020December 31, 2019
(amounts in thousands)
Installment notes for stock0%$$205 
Current maturities of long-term debt$$(205)
Installment Notes for Stock - We entered into installment notes for stock representing amounts due to former or retired employees for repurchases of our stock that are payable over 10 years depending on the amount with payments through 2020. As of December 31, 2020, we had 0 outstanding notes.
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Note 4. Stock Compensation
For discussion of stock compensation expense of the Parent Company and its subsidiaries, see Note 19 - Stock Compensation, to the consolidated financial statements.
Note 5. Commitments and Contingencies
For discussion of the commitments and contingencies of the subsidiaries of the Parent Company see Note 25 - Commitments and Contingencies, to the consolidated financial statements.
Note 6. Supplemental Cash Flow
(amounts in thousands)202020192018
Non-cash Investing Activities:
Dividend from subsidiary settled with payable to subsidiary$3,410 $22,090 $132,295 
Non-cash Financing Activities:
Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities$$469 $
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