JELD-WEN HOLDING, Inc.

– Table of Contents –


			Page No.
Part I.
Item 1. Business			7
Item 1A. Risk Factors			18
Item 1B. Unresolved Staff Comments			3534
Item 2. Properties			3635
Item 3. Legal Proceedings			3736
Item 4. Mine Safety Disclosures			3736

Part II.
Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities			3837
Item 6. [Reserved]			3938
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations			4039
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			57
Item 8. Financial Statements and Supplementary Data			58
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures			58
Item 9A. Controls and Procedures			58
Item 9B. Other Information			59
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			59

Part III.
Item 10. Directors, Executive Officers and Corporate Governance			60
Item 11. Executive Compensation			60
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters			60
Item 13. Certain Relationships and Related Transactions, and Director Independence			60
Item 14. Principal Accounting Fees and Services			60

Part IV.
Item 15. Exhibits and Financial Statement Schedules			61
Item 16. Form 10-K Summary			63

Signatures			64

Consolidated Financial Statements			F - 4

Glossary of Terms

When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below:





10-K			Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021~~2022
A&L			A&L Windows Pty. Ltd.
ABL Facility			Our $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
ABS			JWI d/b/a American Building Supply, Inc.
Adjusted EBITDA			A supplemental non-GAAP financial measure of operating performance not based on any standardized methodology prescribed by GAAP that we define as net income (loss), adjusted for the following items: net (income) loss from discontinued operations, net of tax; ~~equity earnings of non-consolidated entities;~~ income tax (benefit) expense; depreciation and amortization; interest expense, net; ~~impairment~~restructuring and ~~restructuring charges; gain on previously held shares of equity investment;~~asset related charges, net; net (gain) loss on sale of property and equipment; share-based compensation expense; non-cash foreign exchange transaction/translation (income) loss; and other ~~non-cash items; other items; and costs related to debt restructuring and debt refinancing~~items.


ASC			Accounting Standards Codification
ASU			Accounting Standards Update
AUD			Australian Dollar
Australia Senior Secured Credit Facility			Our 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

BBSY			Bank Bill Swap Bid Rate
Breezway			Breezway Australia Pty. Ltd.
Bylaws			Second Amended and Restated Bylaws of JELD-WEN Holding, Inc.
CAP			Cleanup Action Plan
~~CEO~~			~~Chief Executive Officer~~
~~CFO~~			~~Chief Financial Officer~~
CARES Act			Coronavirus Aid, Relief, and Economic Security Act enacted on March 27, 2020
CEO			Chief Executive Officer
CFO			Chief Financial Officer
Charter			Amended and Restated Certificate of Incorporation of JELD-WEN Holding, Inc.


Class B-1 Common Stock			Shares 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
CMI			JWI d/b/a CraftMaster Manufacturing, Inc.
COA			Consent Order and Agreement
CODM			Chief Operating Decision Maker, which is our Chief Executive Officer
CO2			Carbon Dioxide
Common Stock			The 900,000,000 shares of common stock, par value $0.01 per share, authorized under our Charter
Core Revenues			Revenue excluding the impact of foreign exchange, divestitures, and acquisitions completed in the last twelve months
Corporate Credit Facilities			Collectively, our ABL Facility and our Term Loan Facility
COVID-19			A novel strain of the 2019-nCov coronavirus
Credit Facilities			Collectively, our Corporate Credit Facilities and our Australia Senior Secured Credit Facility as well as other acquired term loans and revolving credit facilities
~~D&K~~			~~D&K Home Security Pty. Ltd.~~
D&O			Directors and Officers
DKK			Danish Krone
Domoferm			The Domoferm Group of companies
Dooria			Dooria AS
EPA			The U.S. Environmental Protection Agency
ERP			Enterprise Resource Planning


E.U.			European Union

~~Exchange Act~~			~~Securities Exchange Act of 1934, as amended~~


Exchange Act			Securities Exchange Act of 1934, as amended
FASB			Financial Accounting Standards Board


GAAP			Generally Accepted Accounting Principles in the United States

GHGs			Greenhouse Gases
GILTI			Global Intangible Low-Taxed Income

HTE			High Tax Exclusion
IPO			The initial public offering of shares of our common stock, as further described in this report on Form 10-K
IRC			Internal Revenue Code
JELD-WEN			JELD-WEN Holding, Inc., together with its consolidated subsidiaries where the context requires
JEM			JELD-WEN Excellence Model
JWA			JELD-WEN of Australia Pty. Ltd.

JWI			JELD-WEN, Inc., a Delaware corporation

Kolder			Kolder Group
LaCantina			JWI d/b/a LaCantina Doors, Inc.
LIBOR			London Interbank Offered Rate
M&A			Mergers and acquisitions
Mattiovi			Mattiovi Oy
MMI Door			JWI d/b/a Milliken Millwork, Inc.
MD&A			Management’s Discussion and Analysis of Financial Condition and Results of Operations

NAV			Net asset value

NOL			Net operating loss
NYSE			New York Stock Exchange
Onex			Onex Partners III LP and certain affiliates
PaDEP			Pennsylvania Department of Environmental Protection
PLP			Potential ~~liability party~~Liability Party
Preferred Stock			90,000,000 shares of Preferred Stock, par value $0.01 per share, authorized under our Charter
PSU			Performance Stock Unit
R&R			Repair and Remodel
ROU asset			Right-of-use asset
Registration Rights Agreement			The 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
RSU			Restricted Stock Unit
Sarbanes-Oxley			Sarbanes-Oxley Act of 2002, as amended
SEC			Securities and Exchange Commission
Securities Act			Securities 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 and $400.0 million bearing interest at 4.875% and maturing in December 2027
Senior Secured Notes			$250.0 million of senior secured notes issued in May 2020 in a private placement bearing interest at 6.25% and maturing in May 2025

SG&A			Selling, general, and administrative expenses


Tax Act			Tax Cuts and Jobs Act
Term Loan Facility			Our 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 Stock~~			~~900,000,000 shares of common stock, with a par value of $0.01 per share~~
Trend			Trend Windows & Doors Pty. Ltd.
U.K.			United Kingdom of Great Britain and Northern Ireland
~~U.S.~~			~~United States of America~~


U.S.			United States of America
VPI			JWI d/b/a VPI Quality Windows, Inc.
WADOE			Washington State Department of Ecology

CERTAIN TRADEMARKS, TRADE NAMES, AND SERVICE MARKS

This report 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®, KaronaTM, ImpactGard®, JW®, Aurora®, IWP®, True BLU®, ABSTM, Siteline®, National Door®, Low-Friction Glider®, Hydrolock®, ~~and~~ VPITM, and EVELIN®. 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 Windows® marks in Australia, and Swedoor®, Dooria®, DANA®, MattioviTM, Zargag® , Alupan®, and Domoferm® marks in Europe. ENERGY STAR® is a registered trademark of the U.S. Environmental Protection Agency. This report 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 report 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.

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 can~~Forward-looking statements are generally ~~identify forward-looking statements~~identified by our use of forward-looking terminology, ~~such as~~including the terms “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” or “should,” ~~or the~~and, in each case, their negative ~~thereof~~ or other ~~variations thereon~~various 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 - Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 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~~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~~that 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;

•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 and global footprint rationalization initiatives and strategic business review;

•the ongoing conflict between Russia and Ukraine;

•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;~~patterns and related extreme weather conditions;

•political, regulatory, economic, and other risks, including the impact of political conflict on the global economy and the impact pandemics, ~~such as~~including the COVID-19 pandemic, that arise from operating a multinational business;

•exchange rate fluctuations;

•disruptions in our ~~operations;~~operations due to natural disasters or acts of war;

•manufacturing realignments and cost savings programs resulting in a decrease in short-term earnings;

•~~our ERP 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;

•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;

•pension plan obligations;

•availability and cost of credit;

•our current level of ~~indebtedness;~~indebtedness and the effect of restrictive covenants under our 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- 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.

Item 1 - Business.

Our Company

We are a leading global manufacturer of high performance interior and exterior building products, offering one of the broadest selections of windows, interior and exterior doors, and wall systems. We design, produce, and distribute an extensive range of interior and exterior doors, windows, and other building products for use in the new construction and R&R of residential single and multi-family homes and, to a lesser extent, non-residential buildings.

The JELD-WEN family of brands includes JELD-WEN worldwide; LaCantina and VPI in North America; Swedoor and DANA in Europe; and Corinthian, Stegbar and Breezway in Australasia. 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:


~~2021~~2022 Net Revenues ~~$4,772~~$5,129 million

Channel

Geography

Construction Application(1)

(1)Percentage of net revenues by construction application is management’s estimate based on the end markets into which our customers sell.

As a leading global manufacturer of interior and exterior building products, we have invested significant capital to build a business platform that we believe is unique among our competitors. We operate ~~137~~131 manufacturing and distribution facilities in 19 countries, located primarily in North America, Europe, and Australia. Our global manufacturing footprint is strategically sized and located to meet the delivery requirements of our customers. 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

the registration for resale of all of their shares of our Common Stock in multiple underwritten public offerings (“Secondary Offerings”)~~, and they~~. During August 2021, Onex fully divested their ownership in the Company ~~in August 2021. As of December 31, 2021, Onex is~~and no longer ~~a shareholder of the Company and has no~~had representation on ~~our~~the 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 drivers~~strategy which ~~include:~~includes:

•~~initiatives~~streamlining and simplifying the business, optimizing product mix, rationalizing our global footprint and strategically sourcing our raw materials to improve returns on our investments;

•sustainability-focused innovations to drive profitable organic revenue ~~growth, including new product development and innovation, investments~~growth;

•investing in our brands and marketing, and commercial excellence programs such as customer segmentation, and pricing optimization;

•~~an operational excellence model designed to improve~~improving our profit margins through the deployment of the JELD-WEN Excellence Model, or JEM, 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;~~initiatives;

•achieving 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 ~~performing~~performance culture with high employee engagement, supported by our values and a ~~relentless~~keen focus on talent management.

The execution of our strategy is supported and enabled by a persistent 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 the implementation of these strategic drivers is largely within our control and 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, ~~2021,~~2022, our door sales accounted for ~~64%~~63% of net revenues, our window sales accounted for ~~21%~~22% of net revenues, and our other ancillary products and services accounted for 15% 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 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-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-cost doors are the most popular choice for interior residential applications in North America and are also prevalent in Australia, France and the U.K. In the U.S., we manufacture exterior doors primarily made from fiberglass and steel. Fiberglass 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. In Europe, we also sell ~~highly engineered~~high performance residential and non-residential doors, with features such as soundproofing, fire resistance, radiation resistance, security, and ~~added security.~~in Scandinavia we design and manufacture doors which can withstand extreme environmental conditions in coastal and arctic environments. We also manufacture stile and rail doors in our Southeast Asia and U.S. manufacturing facilities. In the U.S., we also manufacture folding and sliding wall systems. Additionally, we offer profitable value-added distribution services 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. We manufacture wood, vinyl, ~~aluminum,~~ and wood composite windows in North America, and in Australia we manufacture wood and aluminum ~~windows in Australia, and wood windows in the U.K.~~windows. 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, our lower-cost aluminum framed windows

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are popular in some regions of the southern U.S., while in coastal Florida certain local building codes require windows that can withstand the impact of debris propelled by hurricane-force winds. Wood windows are 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 ability to penetrate and protect the wood through to the core, as opposed to being a shallow or surface-only treatment. Our most recent windows product introductions showcase our differentiated capability utilizing alternative materials including our Auraline ~~wood~~true composite window and patio doors. Also, with 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 offering. Additionally, with the acquisition of VPI, we added vinyl windows for mid-rise, multi-family, institutional, hospitality, and commercial properties to our product lineup. 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.

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 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 ~~100~~90 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 three 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 three 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 reviewed by the CODM.

North America

In our North America segment, we compete primarily in the 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 that our leading position in the North American market will enable us~~While we expect to realize some benefit from continued growth from pricing strategies to offset higher inflation and share gains in ~~residential construction activity over the next several years.~~our retail channel, our North American market is expected to face headwinds during 2023 due primarily to weaker market demand, heightened interest rates, and continued inflation. We ~~expect new construction and R&R activity to continue to grow in 2022 and~~ believe that our total market opportunity in North America will continue to include non-residential applications, other related building products, and value-added services.

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 believe that our total market opportunity in Europe also includes other European countries, other door product lines, related building products,~~During 2022, the conflict between Russia and ~~value-added services. We~~Ukraine has driven broad inflation and rising interest rates across the region. As a result, we expect new construction and R&R activity to ~~remain stable over the next several years and believe our total market opportunity in Europe includes the introduction of new product offerings.~~soften throughout 2023.

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 in prior 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. During ~~2021,~~2022, Australasia experienced ~~significant housing starts,~~a backlog driven by new residential construction and extended build cycles, which we expect will drive strong ~~demands for our products~~demand through the first half of ~~2022.~~2023. We expect full year new construction and R&R activity may soften as a result of heightened interest rates and weaker market demand.

We are executing on our strategy to maximize shareholder value and position JELD-WEN for long-term success. As part of this effort, we are evaluating a range of options for our Australasia business. This review is consistent with our goal to streamline and simplify our operations across the company.

Financial information regarding our segments is included in Note 14 - 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.

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 ~~team~~teams that ~~focuses~~focus on our ~~large home center~~retail customers.

We have recently made significant investments in tools and technologies to enhance the effectiveness of our sales force and ~~improve~~ ease of doing business. For example, we are ~~deploying Salesforce.com on a global basis, which will provide us with a common global~~continuing to invest and utilize Salesforce in North America and Europe to enhance our customer ~~relationship~~relationships 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~~service level tracking, Ecommerce, and ~~we are expanding our online retail sales.~~

~~We have structured the commission and incentive plans of our sales team to drive focus on achieving profitable growth.~~workflow enhancements. We have also ~~significantly invested~~made 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 post sales ~~team focused on~~care through our ~~traditional distribution channel, from a single team to product focused teams.~~virtual OnSite Applications and service scheduling. 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 offer a similarly complete range of windows as well as interior and exterior doors.~~

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-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 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.

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, Saint-Gobain, and the Holzring group. Our home center customers include, among others, The Home Depot, Lowe’s, and Menards in North America; B&Q, Howdens, and Bauhaus in Europe; and Bunnings Warehouse in Australia. We have maintained relationships with the majority of our top ten customers for over 25 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 ~~38%~~39% of our net revenues in the year ended December 31, ~~2021,~~2022, and our largest customer, The Home Depot, accounted for approximately ~~15%~~14% of our net revenues in the year ended December 31, ~~2021.~~2022.

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 and several smaller independent door manufacturers. For North American exterior doors, competitors include Masonite, Therma-Tru (a division of Fortune Brands), and Plastpro. 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, 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.

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®, ~~Low-Friction Glider~~ABSTM, Siteline®, National Door®, Low-Friction Glider®, Hydrolock®, VPITM, and ~~ABS~~EVELIN®. Our trademarks are either registered or have ~~long~~ been used as a common law ~~trademark~~trademarks by ~~the Company.~~us. The trademarks we use outside the U.S. include the Stegbar®, Regency®, William Russell Doors®, Airlite®, Trend®, The Perfect ~~Fit™~~FitTM, Aneeta®, Breezway®, ~~Kolder™~~KolderTM ,Corinthian®, and A&L Windows ® marks in Australia, and Swedoor®, Dooria®, DANA®, ~~Mattiovi™, Alupan~~Mattiovi®TM, Zargag® , Alupan®, and Domoferm® marks in Europe.

Environmental, Social, and Governance Matters

Human Capital ~~Resources~~Management

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, Human Resources, 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, Human Resources regularly updates senior management and our Board of Directors on the operation and status of our human capital management.

As of December 31, ~~2021,~~2022, we employed approximately ~~24,700~~23,400 people. Of our total number of employees, approximately ~~12,600~~12,100 are employed in operations included in our North America segment and corporate operations, approximately ~~7,600~~7,300 are employed in operations included in our Europe segment, and approximately ~~4,500~~4,000 are employed in operations included in our Australasia segment.

In total, approximately ~~1,110,~~1,170, or 9%10%, of our employees in the U.S. and Canada are unionized. Two facilities in the U.S., representing approximately ~~320~~390 employees, are covered by collective bargaining agreements. In Canada, approximately 69% 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.

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 as~~As 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 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 twelve 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 plans and discuss actions for ongoing growth and development. The company continues to invest in its employees through new global learning platforms, content libraries, and additional formal and informal training programs.

Employee Engagement

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. We measure employee engagement and manager effectiveness annually through our global engagement survey and strive to increase our engagement scores year over year. To assist in this formal effort, managers are given direct access to their engagement results, share these results with their teams, and create measurable action plans. The ~~Senior Leadership Team~~senior leadership team demonstrates their commitment to engagement through transparent communications in town halls and leadership team meetings; they also carry engagement goals 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 offer a variety of products that contain pre-consumer recycled content, such as our vinyl windows, aluminum cladding, and window glass. 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 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 (“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.

In 2007, we were identified by the WADOE as a PLP with respect to our former manufacturing site in Everett, Washington. In 2008, we entered into an Agreed Order with the WADOE to assess historic environmental contamination and remediation feasibility at the site. As part of the order, we agreed to develop a CAP, arising from the feasibility assessment. In December 2020, we submitted to the WADOE a draft feasibility assessment with an array of remedial alternatives, which we considered substantially complete. During 2021, several comment rounds were completed as well as the identification of the Port of Everett and W&W Everett Investment LLC as additional PLPs, with respect to this matter with each PLP being jointly and severally liable for the cleanup costs. The WADOE received the final feasibility assessment on December 31, 2021, containing various remedial alternatives with its preferred remedial alternatives totaling $23.4 million. Based on this study, we have determined our range of possible outcomes to be $11.8 million to $33.4 million. On March 1, 2022, we ~~expect to deliver~~delivered a draft CAP to the WADOE ~~a draft CAP~~ consistent with its preferred alternatives, and on May 16, 2022, we received the ~~WADOE has 60 days to review and provide~~WADOE’s initial comments ~~followed by a comment incorporation period for~~on the draft CAP. ~~At that time,~~On June 13, 2022, we responded to the WADOE’s comments, and on October 19, 2022 the WADOE ~~will complete an additional review within 60 days and release the documents for tribal consultation~~

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~~and comment. A 30-day public comment period will follow, and once the public comment period has expired and any comments incorporated, the~~identified Wick Family Properties as another PLP. December 19, 2022, WADOE ~~will finalize the remedial actions we will be required to perform. The final~~provided their most recent draft CAP ~~will be developed and delivered~~ to the ~~WADOE 15 days thereafter. The~~Company and other PLPs. After further negotiation, the final CAP will ultimately be formalized in an Agreed Order or Consent Decree with the WADOE, the Company, and the other PLPs. We have made

provisions within our financial statements within the range of possible outcomes; however, the contents and cost of the final CAP and allocation of the responsibility between the identified PLPs could vary materially from our 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 2012, by using it as fuel for a boiler at that site. The COA replaced a 2018 Consent Decree between PaDEP 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 currently $2.3 million 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 under~~regarding 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.

Executive Officers of the Registrant

Set forth below is certain information about our executive officers. Ages are as of February ~~18, 2022.~~21, 2023. There are no family relationships among the following executive officers.

Julie C. Albrecht,Executive Vice President and Chief Financial Officer. Mrs. Albrecht, age 55, joined the Company as Executive Vice President and Chief Financial Officer in July 2022. Previously, Mrs. 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, Mrs. 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. Mrs. Albrecht earned her bachelor's degree in accounting at Wake Forest University.

Roya Behnia, Executive Vice President, Chief Legal Officer and Corporate Affairs. Ms. Behnia, age 56, joined the Company in June 2020 as Executive Vice President, General Counsel, and Chief Compliance Officer. ~~Ms. Behnia, age 55, joined the Company in June 2020.~~ She leads the global legal team, providing legal advice and guidance to the Board of Directors and the senior leadership team. Previously, Ms. Behnia was a Senior Advisor at BarkerGilmore LLC from 2017-2020. Prior to BarkerGilmore LLC, Ms. Behnia served as Senior Vice President, General Counsel for Pall Corporation 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 degree from Harvard University and a law degree from the University of Chicago Law School.

~~Daniel~~William J. ~~Castillo~~Christensen,Chief Executive Officer and Director. Mr. Christensen, age 50, joined the Company in April 2022 as Executive Vice President and President, ~~North America.~~ ~~Mr. Castillo, age 53, joined the Company in February 2018 as Senior Vice President, North America - Doors. He~~Europe. In December 2022, he was appointed to his current role as Chief Executive ~~Vice President~~Officer and ~~President, North America in May 2020.~~Director of the Company. Prior to joining the Company, Mr. ~~Castillo served as President~~Christensen was Chief Executive Officer and Group Executive Board Chair of ~~Cree Lighting~~REHAU AG, a Swiss-based global manufacturer, from November 2016 until December 2017. Mr. Castillo also served as Senior Vice President for Eaton Corporation’s Oil, Gas, and Petrochemical business. Between 2001 and 2015, Mr. Castillo held positions of increasing responsibilities with Cooper Industries and Cooper Lighting spanning various departments and divisions, including three different Vice President roles and culminating in2018 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 Eaton / Cooper B-Line business.~~The Chicago Faucets Company. He also served in various finance and business development roles at J.P. Morgan Securities and Rieter Automotive Systems. Mr. ~~Castillo~~Christensen holds a ~~B.S.~~bachelor’s degree in ~~Electrical Engineering~~economics from ~~Florida International University~~Rollins College and an ~~M.B.A.~~MBA from ~~Columbia University’s Business School.~~the University of Chicago’s Booth School of Business.

Timothy R. Craven, Executive Vice President, Human Resources. Mr. Craven, age ~~53,~~54, was appointed Vice President, Employee Relations of the Company in July 2015 and was promoted to his current role as Executive Vice President, Human Resources in February 2016. Mr. Craven is responsible for global human resources and employee relation activities. His duties include talent acquisition, training and development, wage and benefit reviews, and employee engagement. Previously, Mr. Craven was employed at Eaton Corporation (formerly Cooper Industries) where he held a number of senior-level human resources roles since 2007. Immediately prior to joining the Company, Mr. Craven served as Vice President, Human Resources at the Crouse-Hinds Division of Eaton Corporation. Earlier in his career, 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.from 2007-2015. Mr. Craven earned a ~~B.S.~~bachelor’s degree in ~~Human Resource Management~~human resource management from Western Illinois University.

~~David R. Guernsey~~John T. Krause, Senior Vice President and General Manager, North America. Mr. Krause, age 52, joined the Company in August 2018 as Senior Director of the Interior Doors business.He was promoted to Vice President and General Manager, North America Windows in May 2020 and promoted to his current role in May 2022. Previously, Mr. Krause held several leadership roles in the areas of marketing, product management and operations and finance at Eaton Corporation (formerly Cooper Industries) from August 2005 to July 2018. Mr. Krause is a veteran of the United States Marine Corps in which he served from 1990 to 1998. Mr. Krause earned a bachelor’s degree in corporate finance from Georgia State University.

Kevin C. Lilly, Executive Vice President, ~~and President, Europe.~~Global Transformation. Mr. ~~Guernsey,~~Lilly, age ~~58,~~62, joined the Company as Senior Vice President ~~Europe~~and Chief Information Officer in ~~July~~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, ~~Europe in May 2020.~~Global Transformation. Mr. Lilly leads the Company’s enterprise transformation initiatives and provides executive oversight for the European business and has responsibility for the global information technology organization. Prior to joining the Company, ~~Mr. Guernsey~~he served as Vice President ~~Finance across multiple business units~~ of IT at Trane Technologies (formerly Ingersoll Rand from 2008 until 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. Guernsey earned a B.S. in Finance and International Business Administration and an M.B.A from Butler University.

~~John R. Linker~~,~~Executive Vice President and Chief Financial Officer.~~ Mr. Linker, age 46, 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 Duke University and a M.B.A. from The Fuqua School of Business at Duke University.

~~Gary S. Michel~~,~~Chair, President and Chief Executive Officer.~~ Mr. Michel, age 59, joined the Company as President and Chief Executive Officer in June 2018 and became Chair of the Board in October 2021. Mr. Michel previously worked at 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 teamRand) from 2011 to ~~2017~~2019. Previously, he was VP and ~~co-chair~~Chief Information Officer for AGCO Corporation, and served in a number of ~~its sustainability efforts. He began~~IT and finance positions of increasing responsibility for global companies including KPMG, Xerox, Delphi Automotive, General Motors, and EDS. Mr. Lilly received his ~~career there~~bachelor’s degree in ~~1985 as an application engineer~~business administration from Houghton College and ~~held various product, sales and business management roles before moving into a series~~attended the executive graduate program at the Thunderbird School of ~~leadership positions across various geographic and market segments. Mr. Michel holds a B.S. in Mechanical Engineering from Virginia Tech and an M.B.A. from the University of Phoenix.~~

Global Management.

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 any decrease in demand for our products could 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.

•The ongoing conflict between Russia and Ukraine has had and could continue to 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 COVID-19 pandemic has had, and may continue to have, a negative impact on the global economy and on our business, operations, and results.

•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.

•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.

•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 business will suffer if we are unable to retain and recruit executives, managers and employees at a competitive cost.

•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.

•Changes in weather patterns, related extreme weather events, and legal, regulatory or market measures to address climate change, including proposals to restrict emissions of GHGs and other sustainability initiatives, could have an adverse impact on the Company’s business and results of operations.

•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.~~

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•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.

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;

•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.

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 followed by moderate recovery that had a substantial negative effect on sales across our end markets. While cyclicity 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 recent economic downturns.

~~Although conditions in the U.S. have remained favorable 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, changes to ~~U.S. leadership roles may result in changes to~~ policies related to global trade and tariffs ~~which have resulted~~may result in uncertainty surrounding the future of the global economy ~~as well as retaliatory trade measures implemented by other countries. Potentially increasing costs of steel and aluminum may~~which could have an adverse impact ~~customer~~on consumer spending as well as our ~~raw materials~~input costs.

Global economic impacts as a result of the COVID-19 pandemic and the ongoing conflict between Ukraine and Russia continue to ~~evolve as variants, such as delta and omicron, spread throughout the world.~~evolve. 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, including rising inflation and interest rates, globally and within the industries or regions we compete in may materially and adversely affect demand for or costs to produce 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.

The COVID-19 crisis has had and is expected to continue to have 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:

•~~varying demand for our products as a result of a slowdown in the U.S. and global economies;~~

•~~increased storage costs as a result of larger volume of raw materials purchased to mitigate supply chain disruptions;~~

•~~labor shortages, absenteeism, and increased labor costs as a result of stay-at-home directives, including quarantining, and costs to attract and retain employees;~~

•transportation disruptions, including reduced availability of inbound and outbound freight, port closures, and increased border controls or closures resulting in supply chain delays and increased freight and duty costs;

•~~uncertain expense management in light of continued efforts to protect our employees;~~

•~~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 have continued, to varying extents, as vaccinations and new variants have been introduced globally. We have experienced intermittent closures as mandated by local governments and may continue to see similar closures. 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 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 adding $100.0 million in potential additional revolving loan capacity to our 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. 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:

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•~~the duration, scope, and severity of the COVID-19 pandemic;~~

•~~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;~~

•~~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 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.

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 by the interest rates available for home mortgages, credit card debt, home equity or other lines of credit, and other sources of third-party financing. ~~While interest rates in many~~Many of the regions where we market and sell our products have ~~generally decreased~~experienced rising interest rates during ~~the last three years, these rates are expected to increase in future periods by key central banks, such as the U.S. Federal Reserve and European Central Bank.~~2022. If interest rates were to ~~increase~~remain heightened, and consequently, the ability of prospective buyers to finance purchases of new homes or home improvement products is adversely affected, 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.

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 ~~38%~~39% of our net revenues in the year ended December 31, ~~2021,~~2022, and our largest customer, The Home Depot, accounted for approximately ~~15%~~14% of our net revenues in the year ended December 31, ~~2021.~~2022. 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 any decrease in demand for our products could 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.

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, which 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, 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.

If our products have performance, reliability, or quality problems, our reputation and brand equity, which we believe is a substantial competitive advantage, 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 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 operate facilities worldwide. Many of our 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 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. 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 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.

The ongoing conflict between Russia and Ukraine has had and could continue to have a material adverse effect on our business, financial condition, and results of operations.

In February 2022, the Russian military commenced an invasion of Ukraine. The impacts of the ongoing conflict, as well as sanctions imposed on Russia and economic and political uncertainty has had and could continue to have an adverse impact on our business. We do not have operations in Ukraine, and prior to the invasion, we held limited sales operations in Russia, which were discontinued in the first quarter of 2022. However, we have and may continue to experience shortages in materials and heightened inflation on materials, freight, and other variable costs, such as utilities, primarily in our European operations. The risks to our business may include, among others, adverse impacts on our supply chain, including trade barriers or restrictions, transportation and operating disruptions, decreased customer demand, elevated inflation, cybersecurity incidents, unfavorable foreign exchange, and higher borrowing costs, any of which could have a material adverse impact 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, and prices of products demanded by consumers 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, we must continually anticipate and adapt to 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 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 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 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.

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.

•varying demand for our products as a result of a slowdown in the U.S. and global economies;

•supply chain disruptions of various types arising from COVID-19 may impact the Company's ability to make products, the cost for such products, and the ability to deliver products to customers. Closure or reduced operations of material suppliers could result in shortages of key raw materials, as well as impact prices for those materials. The volatility in the market for raw material and other critical inputs to manufacture our products impact the Company's profitability;

•increased storage costs as a result of larger volume of raw materials purchased to mitigate supply chain disruptions;

•labor shortages, absenteeism, and increased labor costs as a result of stay-at-home directives, including quarantining, and costs to attract and retain employees;

•uncertain expense management in light of continued efforts to protect our employees; and

•complete or partial closures or other operational issues at one or more of our manufacturing or distribution facilities resulting from government action.

The degree to which COVID-19 and variant strains may continue to impact our business operations, financial condition, liquidity and results of operations remain uncertain at this time and will depend on future developments, including the continued spread of the virus and its variants, the efficacy of available vaccines, the severity of the disease, the duration of the pandemic, actions prescribed or ordered by governmental authorities, public health authority guidance, and when and to what extent economic and operating conditions can return to pre-pandemic levels.

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 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~~our productivity and ~~our~~ global footprint rationalization ~~initiatives.~~initiatives and strategic review of the Australasia business. 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~~our productivity and ~~our~~ global footprint rationalization ~~initiatives.~~initiatives and strategic review of the Australasia business. We cannot ~~assure you that we will be able to continue to successfully implement~~guarantee the successful implementation of these initiatives and related strategies throughout the geographic regions in which we operate or ~~be able to~~

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~~continue improving~~that such implementation will improve 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~~asset related 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. In the year ended December 31, ~~2021,~~2022, our North America segment accounted for approximately ~~60%~~64% of net revenues, our Europe segment accounted for approximately ~~28%~~25% of net revenues, and our Australasia segment accounted for approximately ~~12%~~11% 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 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 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 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, ~~2021, 46%~~2022, 42% 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 had a positive impact of 3% on our consolidated net revenues in the year ended December 31, 2021 as compared to a minimal impact of less than 1% in the year ended December 31, 2020. 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 long-term strategy and 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 ERP 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;

•our inability to establish uniform standards, controls, procedures, and policies;

•any requirement that we make divestitures of operations or properties in connection with any 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.

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, vinyl~~As 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 ~~materials~~critical 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, 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 supply~~Changes 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, and product and process evolutions that impact demand for the same materials. During 2021, as a result of the impacts of COVID-19 on the supply chain, we have experienced and will likelymay continue to ~~experience price increases in nearly all raw materials. We expect raw~~have, a material ~~prices~~adverse effect on our business, financial condition, and results of operations.

Back to ~~remain elevated throughout 2022 due to inflation and continued global supply chain issues.~~top

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 generally~~Generally, we do not ~~but may in the future,~~ hedge against commodity price ~~fluctuations.~~fluctuations, but may from time to time. Significant increases in the prices of raw materials for finished goods,

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including as a result of 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, particular in Europe. 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 as a result of COVID-19 and the ongoing military conflict between Russia and Ukraine on the supply chain, which have resulted in delays receiving materials, manufacturing downtime, increased backlogs, and delayed out-bound freight. ~~While~~Although less severe than prior years, we ~~primarily source raw materials within the region, we rely on internationally sourced goods in order~~have continued to ~~manage our~~experience adverse effects of supply chain ~~constraints. Due~~disruptions in 2022 and may continue to ~~ocean freight capacity issues, we have experienced increased prices per shipping container and additional shipping related fees.~~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, ~~2021,~~2022, we had over ~~24,700~~23,400 employees worldwide, including approximately ~~12,300~~11,800 employees in the U.S. and Canada. Approximately ~~1,110,~~1,170, or 9%10%, of our employees in the U.S. and Canada 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 we are unable to retain and recruit executives, managers and employees at a competitive cost.

The success of our business depends upon the skills, experience, and efforts of our executives and other key employees. Our senior management team has acquired specialized knowledge and skills with respect to our business, and the loss of any of these individuals could harm our business, especially if we are not successful in developing adequate succession plans. In addition, we rely on the specialized knowledge and experience of 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 these key executives and employees, or our inability to hire new personnel with the requisite skills, could have 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 could be impaired if we are unable to retain and attract qualified personnel. In addition, 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.

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, ~~2021~~2022 for our U.S. pension plan were approximately ~~$445.3~~$325.5 million and ~~$26.3~~$11.0 million, respectively. Unfavorable returns on the plan assets or 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, ~~2021,~~2022, our foreign defined benefit plans had unfunded pension liabilities of approximately ~~$40.7~~$29.1 million and overfunded pension assets of approximately ~~$2.1~~$1.8 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

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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 ERP 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 digital technologies, including information systems, infrastructure, and cloud applications, some of which are managed or hosted by third 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, 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. If our IT systems or those managed or hosted by third party service providers are breached, or cease to function as anticipated, we could suffer interruptions or inefficiencies in our operations or misappropriation of proprietary or confidential information, including personal information.

We have experienced and ~~may in the future face~~expect to 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.~~information, some of which have been, and may continue to be, successful. The reliability and security of our information technology infrastructure and software, and 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 or our third partying service providers’, it could cause harm to our reputation or brand and could potentially cause production downtimes, operational delays, and other detrimental impacts on our

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operations. 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 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 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 regulations from U.S. and foreign governmental authorities relating to wage requirements, employee benefits, and other workplace matters. 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 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.

~~We may be subject~~Legal, regulatory or market measures to ~~significant compliance costs with respect to legislative and regulatory~~address climate change, including proposals to restrict emissions of GHGs and other sustainability ~~initiatives.~~initiatives, could have an adverse impact on the Company’s business and results of operations.

Various legislative, regulatory, and inter-governmental proposals 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 expected to be significantly less burdensome for producers of energy than the requirements of the Clean Power Plan. As a result, certain states have adopted or 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. 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.

As some of our manufacturing facilities operate boilers or other process equipment that emit GHGs, such regulatory and global initiatives may require us to modify our operating procedures or production levels, incur capital expenditures, change fuel sources, or take other actions that may adversely affect our financial results.

Both Houses of the United States Congress have considered adopting legislation to reduce emissions of GHGs. The November 2021 bipartisan infrastructure bill does not impose GHG emission reductions, but it provides measures of protection against climate change disasters, including investments in clean energy. 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.

The heightened stakeholder focus on Environmental, Social, and Governance, or “ESG,” issues related to our business requires the continuous monitoring of various and evolving laws, regulations, standards and expectations and the associated reporting requirements. Specifically, certain stakeholders are beginning to require that we provide information on our plans relating to certain climate-related matters such as greenhouse gas emissions, and we expect this trend to continue and be amplified by the potential adoption of the proposed SEC regulations relating to climate change disclosure. A failure to adequately or timely meet stakeholder expectations and reporting requirements may result in noncompliance with any imposed regulations, the loss of business, reputational impacts, diluted market valuation, an inability to attract 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 to certain requirements could necessitate additional investments that could impact our profitability. There continues to be a lack of consistent climate legislation, which creates economic and regulatory uncertainty. Such uncertainty 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.

Further, we have established and publicly disclosed other ESG targets and goals and other sustainability commitments that are subject to a variety of assumptions, risks and uncertainties. If we are unable to meet these targets, goals or commitments on our projected timelines or at all, or if they are not perceived to be sufficiently robust, our reputation as well as our relationships with investors, customers and other stakeholders could be harmed, which could in turn adversely impact our business and results of operations. In addition, not all of our competitors may seek to establish climate or other ESG targets and goals, or at a comparable level to ours, which could result in our competitors achieving competitive advantages through lower supply chain or operating 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~~90 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 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 from the E.U. could have a material adverse effect on our business, financial condition, and results of operations.~~

In June 2016, the U.K. electorate voted in a referendum 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 agreement 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, with the E.U. and became effective May 2021. The trade and cooperation agreement covers the general objectives and framework 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 final outcome of Brexit negotiations could impair the ability of our operations in the E.U. to transact business in the future in the U.K., as well as the ability of our U.K. operations to transact business in the future in the E.U.

Volatility associated with Brexit 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, 2021, we derived 4% of our net revenues from the U.K. where our Europe headquarters is located. As a result, the ultimate effects of Brexit could inhibit the growth of our business and have a material adverse effect on our business, financial condition, and results of operations.

Changes in legislation, regulation, and government policy, including as a result 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~~as a result of U.S. ~~Congress officials.~~presidential or congressional elections. While it is not possible to predict whether and when any such changes will occur, changes at the local, state, 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, changes to immigration policy, modifications to international trade policy, including renegotiation of or withdrawal from trade agreements, the imposition of tariffs or trade restrictions, and changes to financial legislation and public company reporting requirements.

~~During 2021,~~Our annual effective tax rate and the amount of taxes we pay can change materially as a result of changes in U.S. ~~lawmakers have proposed substantial~~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. ~~fiscal~~federal, state and local, and many foreign tax ~~policies,~~laws and regulations, all of which ~~introduce a variety of tax reforms that significantly impact U.S. taxation of multi-national corporations. These include, among others, increases~~are complex and subject to significant change and varying interpretations. Changes in these laws or regulations, or any change in the ~~U.S. corporate tax rate, additional limitation on the deductibility~~position of ~~interest, and changes to the international tax system, including country-~~

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~~by-country restriction on foreign tax credits. If such legislation is enacted, it may~~taxing authorities regarding their application, administration or interpretation, could have a material adverse ~~impact to~~effect on our business, consolidated financial condition or results of our operations. For example, in the U.S., the Biden administration has proposed several corporate tax increases, including raising the U.S. corporate income tax rate and greater taxation of international income, which, if enacted, could materially and adversely affect our tax liability. Future changes in ~~turn,~~tax law could significantly impact our ~~profitability.~~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.

In August 2022, the U.S. Inflation Reduction Act of 2022 was signed into law. This law, among other things, provides for a corporate alternative minimum tax on adjusted financial statement income, which if applicable for us would be effective January 1, 2023, and an excise tax on corporate stock repurchases after December 31, 2022. We are continuing to evaluate the impact this new law may have on our financial position and results of operations as new guidance is released.Under the current rules we do not meet the requirements of complying with the corporate alternative minimum tax as we do not meet the average annual adjusted book income requirement of $1 billion dollars for three consecutive periods that qualifies a corporation for this potential tax liability.In addition, there are several proposed changes to U.S. and non-U.S. tax legislation, which if enacted, could have a negative impact on our effective tax rate.

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 addition, our income tax returns are subject to regular examination by domestic and foreign tax authorities. These taxing authorities may disagree with the positions we have taken or intend to take regarding the tax treatment or characterization of any of our transactions. If any tax authorities were to successfully challenge the tax treatment or characterization of any of our transactions, it could have a material adverse effect on our business, consolidated financial condition or results of our operations. Furthermore,

regardless of whether any such challenge is resolved in our favor, the final resolution of such matter could be expensive and time consuming to defend and/or 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.

GAAP 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

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 11 - Long-Term Debt to our financial statements included in this 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, 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;

•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.

~~Back to top~~

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.

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.

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, 2021, 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 following factors 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;

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•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 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;~~

•~~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.

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.

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

~~Back to top~~

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.

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 share repurchases, 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.

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.

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.

Item 2 - Properties

Our principal executive office is located in Charlotte, North Carolina. We lease administrative office space in Charlotte, North Carolina; Birmingham, U.K.; and Sydney, Australia. We also own other properties, 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	Distribution		Manufacturing	Distribution
North America	North America			North America
United States	United States	46	9	United States	46	7
Canada	Canada	4	2	Canada	4	2
St. Kitts	St. Kitts	—	1	St. Kitts	—	1

Mexico	Mexico	1	—	Mexico	1	—
		51	12		51	10
Europe	Europe			Europe
United Kingdom	United Kingdom	5	1	United Kingdom	2	—
France	France	2	—	France	2	—
Austria	Austria	3	—	Austria	3	—

Czech Republic	Czech Republic	1	—	Czech Republic	1	—
Switzerland	Switzerland	1	—	Switzerland	1	—
Hungary	Hungary	1	—	Hungary	1	—
Germany	Germany	4	1	Germany	4	1
Sweden	Sweden	2	—	Sweden	2	—
Denmark	Denmark	3	—	Denmark	3	—
Latvia	Latvia	3	—	Latvia	3	—
Estonia	Estonia	3	—	Estonia	3	—
Finland	Finland	3	—	Finland	3	—
		31	2		28	1
Australasia	Australasia			Australasia
Australia	Australia	33	4	Australia	33	4

Indonesia	Indonesia	2	—	Indonesia	2	—
Malaysia	Malaysia	2	—	Malaysia	2	—
		37	4		37	4
Total JELD-WEN	Total JELD-WEN	119	18	Total JELD-WEN	116	15


Delaware						93-1273278
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock (par value $0.01 per share)	JELD	New York Stock Exchange


		1/27/2017	12/31/2017	12/31/2018	12/31/2019	12/31/2020	12/31/2021		12/31/2017	12/31/2018	12/31/2019	12/31/2020	12/31/2021	12/31/2022
JELD-WEN Holding, Inc.	JELD-WEN Holding, Inc.	$100.00	$150.73	$54.40	$89.62	$97.09	$100.92	JELD-WEN Holding, Inc.	$100.00	$36.09	$59.46	$64.41	$66.95	$24.51
S&P 500	S&P 500	$100.00	$121.83	$116.49	$153.17	$181.35	$233.41	S&P 500	$100.00	$95.62	$125.72	$148.85	$191.58	$156.89
S&P 1500 Building Products Index	S&P 1500 Building Products Index	$100.00	$110.00	$86.71	$123.14	$173.84	$260.59	S&P 1500 Building Products Index	$100.00	$78.05	$110.97	$142.42	$208.97	$160.15


	(a)	(b)	(c)	(d)
Period	Total Number of Shares (or Units) Purchased	Average Price Paid Per Share (or Unit) 1	Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares (or Units) That May Yet Be Purchased Under The Plans or Programs 2
September 26, 2021 - October 23, 2021	—	$—	—	$178,906
October 24, 2021 - November 20, 2021	690,000	$26.79	690,000	$160,421
November 21, 2021 - December 31, 2021	1,124,199	$25.19	1,124,199	$132,105


Total	1,814,199	$25.80	1,814,199



	December 31, 2022				December 31, 2021
(amounts in thousands)			% of Net Revenues				% of Net Revenues
Net revenues	$	5,129,179	100.0	%	$	4,771,719		100.0	%
Cost of sales	4,183,753		81.6	%	3,796,452			79.6	%
Gross margin	945,426		18.4	%	975,267			20.4	%
Selling, general and administrative	766,092		14.9	%	704,892			14.8	%
Goodwill impairment	54,885		1.1	%	—			—	%
Restructuring and asset related charges, net	18,233		0.4	%	2,950			0.1	%
Operating income	106,216		2.1	%	267,425			5.6	%
Interest expense, net	82,060		1.6	%	77,566			1.6	%

Other income, net	(54,881)		(1.1)	%	(14,503)			(0.3)	%
Income before taxes	79,037		1.5	%	204,362			4.3	%
Income tax expense	33,310		0.6	%	35,540			0.7	%



Net income	$	45,727	0.9	%	$	168,822		3.5	%


		December 31, 2021				December 31, 2020						December 31, 2021					December 31, 2020
(amounts in thousands)				% of Net Revenues				% of Net Revenues
(dollars in thousands)											(dollars in thousands)			% of Net Revenues					% of Net Revenues
Net revenues	Net revenues	$	4,771,719	100.0	%	$	4,235,677		100.0	%	Net revenues	$	4,771,719		100.0	%	$	4,235,677		100.0	%
Cost of sales	Cost of sales	3,796,452		79.6	%	3,333,770			78.7	%	Cost of sales	3,796,452			79.6	%	3,333,770			78.7	%
Gross margin	Gross margin	975,267		20.4	%	901,907			21.3	%	Gross margin	975,267			20.4	%	901,907			21.3	%
Selling, general and administrative	Selling, general and administrative	704,892		14.8	%	702,715			16.6	%	Selling, general and administrative	704,892			14.8	%	702,715			16.6	%
Impairment and restructuring charges		2,950		0.1	%	10,469			0.2	%
Restructuring and asset related charges, net											Restructuring and asset related charges, net	2,950			0.1	%	10,469			0.2	%
Operating income	Operating income	267,425		5.6	%	188,723			4.5	%	Operating income	267,425			5.6	%	188,723			4.5	%
Interest expense, net	Interest expense, net	77,566		1.6	%	74,800			1.8	%	Interest expense, net	77,566			1.6	%	74,800			1.8	%

Other income		(14,503)		(0.3)	%	(2,752)			(0.1)	%
Other income, net											Other income, net	(14,503)			(0.3)	%	(2,752)			(0.1)	%
Income before taxes	Income before taxes	204,362		4.3	%	116,675			2.8	%	Income before taxes	204,362			4.3	%	116,675			2.8	%
Income tax expense	Income tax expense	35,540		0.7	%	25,089			0.6	%	Income tax expense	35,540			0.7	%	25,089			0.6	%

Net income	Net income	$	168,822	3.5	%	$	91,586		2.2	%	Net income	$	168,822		3.5	%	$	91,586		2.2	%



	December 31, 2020					December 31, 2019
(dollars in thousands)			% of Net Revenues					% of Net Revenues
Net revenues	$	4,235,677		100.0	%	$	4,289,761		100.0	%
Cost of sales	3,333,770			78.7	%	3,417,222			79.7	%
Gross margin	901,907			21.3	%	872,539			20.3	%
Selling, general and administrative	702,715			16.6	%	660,574			15.4	%
Impairment and restructuring charges	10,469			0.2	%	21,551			0.5	%
Operating income	188,723			4.5	%	190,414			4.4	%
Interest expense, net	74,800			1.8	%	71,778			1.7	%
Other income	(2,752)			(0.1)	%	(1,409)			—	%
Income before taxes	116,675			2.8	%	120,045			2.8	%
Income tax expense	25,089			0.6	%	57,074			1.3	%



Net income	$	91,586		2.2	%	$	62,971		1.5	%


	Year Ended December 31, 2022
(amounts in thousands)		North America		Europe		Australasia		Total Operating Segments		Corporate and Unallocated Costs		Total Consolidated
Net income (loss)		$	260,590	$	(50,796)	$	25,355	$	235,149	$	(189,422)	$	45,727
Income tax expense(1)		6,963		3,307		12,363		22,633		10,677		33,310
Depreciation and amortization		69,427		31,139		18,622		119,188		12,566		131,754
Interest expense, net		4,011		6,193		3,130		13,334		68,726		82,060
Goodwill impairment		—		54,885		—		54,885		—		54,885
Restructuring and asset related charges, net		7,338		6,042		611		13,991		4,242		18,233
Net (gain) loss on sale of property and equipment		(8,397)		354		(22)		(8,065)		8		(8,057)
Share-based compensation expense		4,870		2,729		1,592		9,191		6,977		16,168
Non-cash foreign exchange transaction/translation loss		148		876		1,024		2,048		12,500		14,548
Other items(2)		7,935		19,596		2,899		30,430		3,098		33,528
Adjusted EBITDA		$	352,885	$	74,325	$	65,574	$	492,784	$	(70,628)	$	422,156


	Year Ended December 31, 2021
(amounts in thousands)		North America		Europe		Australasia		Total Operating Segments		Corporate and Unallocated Costs		Total Consolidated
Net income (loss)		$	255,975	$	66,596	$	32,163	$	354,734	$	(185,912)	$	168,822
Income tax expense (benefit)(1)		5,704		16,980		14,011		36,695		(1,155)		35,540
Depreciation and amortization		72,095		32,855		20,892		125,842		11,405		137,247
Interest expense, net		6,080		9,282		4,060		19,422		58,144		77,566
Restructuring and asset related charges, net		1,200		1,453		394		3,047		(97)		2,950
Net loss (gain) on sale of property and equipment		1,589		584		(37)		2,136		(87)		2,049
Share-based compensation expense		5,472		2,096		221		7,789		12,420		20,209
Non-cash foreign exchange transaction/translation (income)		(51)		(10,108)		(585)		(10,744)		(3,025)		(13,769)
Other items(2)		4,817		7,554		329		12,700		21,765		34,465
Adjusted EBITDA		$	352,881	$	127,292	$	71,448	$	551,621	$	(86,542)	$	465,079


	Year Ended December 31, 2020
(amounts in thousands)		North America		Europe		Australasia		Total Operating Segments		Corporate and Unallocated Costs		Total Consolidated
Net income (loss)		$	217,407	$	66,403	$	21,954	$	305,764	$	(214,178)	$	91,586
Income tax expense (benefit)(1)		4,284		13,817		11,420		29,521		(4,432)		25,089
Depreciation and amortization		77,361		29,712		19,341		126,414		8,209		134,623
Interest expense, net		5,377		9,451		5,515		20,343		54,457		74,800
Restructuring and asset related charges, net		3,164		3,682		320		7,166		3,303		10,469
Net (gain) loss on sale of property and equipment		(4,102)		(164)		45		(4,221)		68		(4,153)
Share-based compensation expense		4,836		1,201		1,978		8,015		8,384		16,399
Non-cash foreign exchange transaction/translation (income) loss		(39)		9,499		1,245		10,705		2,199		12,904
Other items(2)		7,664		2,762		631		11,057		73,640		84,697
Adjusted EBITDA		$	315,952	$	136,363	$	62,449	$	514,764	$	(68,350)	$	446,414


	Year Ended
(amounts in thousands)	December 31, 2021			December 31, 2020
Net revenues from external customers							% Variance
North America	$	2,829,240		$	2,528,993		11.9	%
Europe	1,352,450			1,187,777			13.9	%
Australasia	590,029			518,907			13.7	%
Total Consolidated	$	4,771,719		$	4,235,677		12.7	%
Percentage of total consolidated net revenues
North America	59.3		%	59.7		%
Europe	28.3		%	28.0		%
Australasia	12.4		%	12.3		%
Total Consolidated	100.0		%	100.0		%
Adjusted EBITDA(1)
North America	$	352,881		$	315,952		11.7	%
Europe	127,292			136,363			(6.7)	%
Australasia	71,448			62,449			14.4	%
Corporate and unallocated costs	(86,542)			(68,350)			26.6	%
Total Consolidated	$	465,079		$	446,414		4.2	%
Adjusted EBITDA as a percentage of segment net revenues
North America	12.5		%	12.5		%
Europe	9.4		%	11.5		%
Australasia	12.1		%	12.0		%
Total Consolidated	9.7		%	10.5		%


		(a)	(b)	(c)		(a)	(b)	(c)
Plan Category	Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights	Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights(1)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))	Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights	Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights(1)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by security holders	Equity compensation plans approved by security holders	4,692,677(2)	$23.31	2,578,718(3)	Equity compensation plans approved by security holders	3,994,272(2)	$21.48	4,535,951(3)
Equity compensation plans not approved by security holders	Equity compensation plans not approved by security holders	—	—	—	Equity compensation plans not approved by security holders	—	—	—
Total	Total	4,692,677	$23.31	2,578,718	Total	3,994,272	$21.48	4,535,951


Exhibit No.	Exhibit Description	Form	File No.	Exhibit	Filing Date
3.1	Amended and Restated Certificate of Incorporation of JELD-WEN Holding, Inc.	8-K	001-38000	3.1	May 13, 2020
3.2	Second Amended and Restated Bylaws of JELD-WEN Holding, Inc.	8-K	001-38000	3.2	May 13, 2020
4.1	Description of Securities.	10-K	001-38000	4.1	February 23, 2021
4.2	Indenture, dated as of December 14, 2017, among JELD-WEN, Inc., the guarantors party thereto and Wilmington Trust, National Association, as Trustee (including for of Note).	8-K	001-38000	4.1	December 14, 2017
4.3	First Supplemental Indenture, dated as of December 21, 2018, among American Building Supply, Inc., J B L Hawaii, Limited and Wilmington Trust, National Association, as Trustee.	8-K	001-38000	4.1	December 27, 2018
4.4	Second Supplemental Indenture, dated as of September 24, 2020, among Milliken Millwork, Inc., VPI Quality Windows, Inc., subsidiaries of JELD-WEN, Inc. and Wilmington Trust, National Association, as Trustee.	10-Q	001-38000	4.2	November 3, 2020
4.5	Third Supplemental Indenture, dated as of December 31, 2020, among JELD-WEN, Inc., the guarantors party thereto and Wilmington Trust, National Association, as Trustee.	10-K	001-38000	4.9	February 23, 2021
4.6	Indenture, dated as of May 4, 2020, among JELD-WEN, Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee and notes collateral agent (including form of Notes).	8-K	001-38000	4.1	May 5, 2020
4.7	First Supplemental Indenture, dated September 24, 2020, to the Senior Secured Notes Indenture, dated May 4, 2020, to the Senior Secured Notes Indenture, dated May 4, 2020, among Milliken Millwork, Inc., subsidiaries of JELD-WEN, Inc., and Wilmington Trust, National Association, as Trustee.	10-Q	001-38000	4.1	November 3, 2020
4.8	Second Supplemental Indenture, dated as of December 31, 2020, among JELD-WEN, Inc., the guarantors party thereto and WilmingtonTrust, National Association, as Trustee and Notes Collateral Agent.	10-K	001-38000	4.12	February 23, 2021
4.9	Pledge and Security Agreement, dated as of May 4, 2020, among JELD-WEN, Inc., JELD-WEN Holding, Inc., the other grantors party thereto and Wilmington Trust, National Association, as notes collateral agent.	8-K	001-38000	4.2	May 5, 2020
4.10	Guarantor Joinder Agreement, dated as of September 24, 2020, to the Term Loan Credit Agreement, dated as of October 15, 2014 (as amended on July 1, 2015, November 1, 2016, March 7, 2017, December 14, 2017, September 20, 2019) among Milliken Millwork, Inc., VPI Quality Windows, Inc., and Bank of America, N.A., as Administrative Agent.	10-Q	001-38000	4.3	November 3, 2020
4.11	Borrower Joinder Agreement, dated as of September 24, 2020, to the Revolving Credit Agreement, dated as of October 15, 2014 (as amended on July 1, 2015, November 1, 2016, December 14, 2017, December 21, 2018 and December 31, 2019) among Milliken Millwork, Inc., VPI Quality Windows, Inc., and Wells Fargo Bank, National Association, as Administrative Agent.	10-Q	001-38000	4.4	November 3, 2020


JELD-WEN HOLDING, INC.
(Registrant)

By:			/s/ ~~John Linker~~Julie Albrecht
			~~John Linker~~ Julie Albrecht
			Executive Vice President and Chief Financial Officer


Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238)			F-2
Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021, ~~2020,~~ and ~~2019~~2020			F-4
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2022, 2021, ~~2020,~~ and ~~2019~~2020			F-5
Consolidated Balance Sheets as of December 31, ~~2021~~2022 and ~~2020~~2021			F-6
Consolidated Statements of Equity for the Years Ended December 31, 2022, 2021, ~~2020,~~ and ~~2019~~2020			F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021, ~~2020,~~ and ~~2019~~2020			F-8
Notes to Consolidated Financial Statements			F-9


	For the Years Ended December 31,

(amounts in thousands, except share and per share data)	2021		2020		2019
Net revenues	$	4,771,719	$	4,235,677	$	4,289,761
Cost of sales	3,796,452		3,333,770		3,417,222
Gross margin	975,267		901,907		872,539


Selling, general and administrative	704,892		702,715		660,574
Impairment and restructuring charges	2,950		10,469		21,551
Operating income	267,425		188,723		190,414


Interest expense, net	77,566		74,800		71,778



Other income	(14,503)		(2,752)		(1,409)
Income before taxes	204,362		116,675		120,045
Income tax expense	35,540		25,089		57,074



Net income	$	168,822	$	91,586	$	62,971



Weighted average common shares outstanding:
Basic	96,563,155		100,633,392		100,618,105
Diluted	98,371,142		101,681,981		101,464,325






Net income per share
Basic	$	1.75	$	0.91	$	0.63
Diluted	$	1.72	$	0.90	$	0.62


	For the Years Ended December 31,

(amounts in thousands, except share and per share data)	2022		2021		2020
Net revenues	$	5,129,179	$	4,771,719	$	4,235,677
Cost of sales	4,183,753		3,796,452		3,333,770
Gross margin	945,426		975,267		901,907


Selling, general and administrative	766,092		704,892		702,715
Goodwill impairment	54,885		—		—
Restructuring and asset related charges, net	18,233		2,950		10,469
Operating income	106,216		267,425		188,723


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



Other income, net	(54,881)		(14,503)		(2,752)
Income before taxes	79,037		204,362		116,675
Income tax expense	33,310		35,540		25,089



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



Weighted average common shares outstanding:
Basic	86,374,499		96,563,155		100,633,392
Diluted	87,075,176		98,371,142		101,681,981






Net income per share
Basic	$	0.53	$	1.75	$	0.91
Diluted	$	0.53	$	1.72	$	0.90


Land improvements			10 - 20 years
Buildings and improvements			10 - 45 years
Machinery and equipment			3 - 20 years


Trademarks and trade names			10 - 40 years
Software			3 - 10 years
Patents, licenses and rights			5 - 25 years
Customer relationships			5 - 20 years


(amounts in thousands)	(amounts in thousands)	North America		Europe		Australasia		Total Reportable Segments		(amounts in thousands)	North America		Europe		Australasia		Total Reportable Segments
Balance as of December 31, 2019		$	247,502	$	273,912	$	81,086	$	602,500
Balance as of December 31, 2020										Balance as of December 31, 2020	$	247,650	$	303,397	$	88,820	$	639,867

Transfers to assets held for sale (Note 18)										Transfers to assets held for sale (Note 18)	(65,000)		—		—		(65,000)

Currency translation	Currency translation	148		29,485		7,734		37,367		Currency translation	(5)		(24,729)		(4,920)		(29,654)
Balance as of December 31, 2020		$	247,650	$	303,397	$	88,820	$	639,867
Balance as of December 31, 2021										Balance as of December 31, 2021	$	182,645	$	278,668	$	83,900	$	545,213

Transfers to assets held for sale (Note 18)		(65,000)		—		—		(65,000)

Impairment										Impairment	—		(54,885)		—		(54,885)
Currency translation	Currency translation	(5)		(24,729)		(4,920)		(29,654)		Currency translation	(376)		(24,099)		(5,348)		(29,823)
Balance as of December 31, 2021		$	182,645	$	278,668	$	83,900	$	545,213
Balance as of December 31, 2022										Balance as of December 31, 2022	$	182,269	$	199,684	$	78,552	$	460,505


	December 31, 2022
(amounts in thousands)	Cost		Accumulated Amortization		Net Book Value
Customer relationships and agreements	$	137,914	$	(79,761)	$	58,153
Software	119,239		(43,208)		76,031
Trademarks and trade names	53,481		(12,563)		40,918
Patents, licenses and rights	42,821		(25,818)		17,003
Total amortizable intangibles	$	353,455	$	(161,350)	$	192,105


(amounts in thousands)
2022	$	32,457
2023	30,590
2024	29,603
2025	27,514
2026	27,028
Thereafter	74,989
	$	222,181


(amounts in thousands)
2023	$	30,274
2024	29,635
2025	27,790
2026	25,291
2027	22,481
Thereafter	56,634
	$	192,105


(amounts in thousands)	(amounts in thousands)	Balance Sheet Location	2021		2020		(amounts in thousands)	Balance Sheet Location	2022		2021
Assets:	Assets:						Assets:
Operating	Operating	Operating lease assets, net	$	201,781	$	214,727	Operating	Operating lease assets, net	$	167,880	$	201,781
Finance	Finance	Property and equipment, net (1)	5,327		5,791		Finance	Property and equipment, net (1)	4,361		5,327
Total lease assets	Total lease assets		$	207,108	$	220,518	Total lease assets		$	172,241	$	207,108
Liabilities:	Liabilities:						Liabilities:
Current:	Current:						Current:
Operating	Operating	Accrued expense and other current liabilities	$	43,880	$	44,319	Operating	Accrued expense and other current liabilities	$	42,494	$	43,880
Finance	Finance	Current maturities of long-term debt	1,702		1,740		Finance	Current maturities of long-term debt	1,784		1,702
Noncurrent:	Noncurrent:						Noncurrent:
Operating	Operating	Operating lease liability	166,318		177,491		Operating	Operating lease liability	135,822		166,318
Finance	Finance	Long-term debt	3,671		4,086		Finance	Long-term debt	2,615		3,671
Total lease liability	Total lease liability		$	215,571	$	227,636	Total lease liability		$	182,715	$	215,571



	2021	2020
Weighted average remaining lease terms (years):
Operating	6.2	6.6
Finance	3.4	3.8
Weighted average discount rate:
Operating	4.2%	4.2%
Finance	3.1%	3.5%


Maturities by year, excluding unamortized debt issuance costs and original issue discounts:	Maturities by year, excluding unamortized debt issuance costs and original issue discounts:			Maturities by year, excluding unamortized debt issuance costs and original issue discounts:
2022		$	38,560
2023	2023	24,585		2023	$	34,391
2024	2024	22,924		2024	25,817
2025	2025	671,579		2025	674,246
2026	2026	18,475		2026	76,009
2027				2027	415,902


(amounts in thousands)	(amounts in thousands)	EZ Credit		R & E credit		Foreign Tax Credit		Work Opportunity & Welfare to Work Credit		State Investment Tax Credits		Tip Credit		TOTAL		(amounts in thousands)	EZ Credit		R & D credit		Foreign Tax Credit		Work Opportunity & Welfare to Work Credit		State Investment Tax Credits		Tip Credit		TOTAL
2022		$	—	$	173	$	1,061	$	—	$	11	$	—	$	1,245
2023	2023	—		14		5,735		—		1,682		—		7,431		2023	$	—	$	—	$	5,735	$	—	$	1,512	$	—	$	7,247
2024	2024	—		147		3,514		—		99		—		3,760		2024	—		—		3,514		—		36		—		3,550
2025	2025	—		173		4,863		—		38		—		5,074		2025	—		103		4,863		—		30		—		4,996
2026	2026	—		158		3,108		—		—		—		3,266		2026	—		57		3,108		—		18		—		3,183
2027																2027	—		38		—		—		1		—		39
Thereafter	Thereafter	68		16,181		—		7,216		65		102		23,632		Thereafter	68		19,521		—		8,167		60		102		27,918
		$	68	$	16,846	$	18,281	$	7,216	$	1,895	$	102	$	44,408		$	68	$	19,719	$	17,220	$	8,167	$	1,657	$	102	$	46,933


		Shares	Weighted Average Exercise Price Per Share		Aggregate Intrinsic Value (millions)		Weighted Average Remaining Contract Term in Years		Shares	Weighted Average Exercise Price Per Share		Aggregate Intrinsic Value (millions)		Weighted Average Remaining Contract Term in Years
Outstanding as of January 1, 2019		3,332,705	$	18.22
Outstanding as of January 1, 2020								Outstanding as of January 1, 2020	2,832,799	$	19.55
Granted	Granted	443,170	20.94					Granted	407,607	24.30
Exercised	Exercised	(641,706)	10.56					Exercised	(335,553)	12.27
Forfeited	Forfeited	(301,370)	26.07					Forfeited	(273,022)	27.53
Balance as of December 31, 2019		2,832,799	$	19.55
Balance as of December 31, 2020								Balance as of December 31, 2020	2,631,831	$	20.41

Granted	Granted	407,607	24.30					Granted	309,902	29.01
Exercised	Exercised	(335,553)	12.27					Exercised	(699,756)	14.48
Forfeited	Forfeited	(273,022)	27.53					Forfeited	(79,955)	27.22
Balance as of December 31, 2020		2,631,831	$	20.41
Balance as of December 31, 2021								Balance as of December 31, 2021	2,162,022	$	23.31
Granted	Granted	309,902	29.01					Granted	534,631	18.18
Exercised	Exercised	(699,756)	14.48					Exercised	(157,167)	11.89
Forfeited	Forfeited	(79,955)	27.22					Forfeited	(822,542)	25.99
Balance as of December 31, 2021		2,162,022	$	23.31	$	10.1	6.0
Balance as of December 31, 2022								Balance as of December 31, 2022	1,716,944	$	21.48	$	0.3	5.7

Exercisable as of December 31, 2021		1,526,732	$	22.23	$	9.0	5.0
Exercisable as of December 31, 2022								Exercisable as of December 31, 2022	1,339,630	$	22.96	$	0.3	5.5


		Shares	Weighted Average Grant-Date Fair Value Per Share			Shares	Weighted Average Grant-Date Fair Value Per Share
Outstanding as of January 1, 2019	Outstanding as of January 1, 2019	673,868	$	28.07	Outstanding as of January 1, 2019	1,239,505	$	22.13

Granted		952,801	20.07
Vested		(232,666)	30.08
Forfeited		(154,498)	23.38
Balance as of December 31, 2019		1,239,505	$	22.13

Granted	Granted	865,091	19.62		Granted	865,091	19.62
Vested	Vested	(138,245)	26.22		Vested	(138,245)	26.22
Forfeited	Forfeited	(179,554)	23.63		Forfeited	(179,554)	23.63
Balance as of December 31, 2020	Balance as of December 31, 2020	1,786,797	$	21.43	Balance as of December 31, 2020	1,786,797	$	21.43

Granted	Granted	652,579	29.09		Granted	652,579	29.09
Vested	Vested	(311,683)	22.65		Vested	(311,683)	22.65
Forfeited	Forfeited	(301,301)	24.99		Forfeited	(301,301)	24.99
Balance as of December 31, 2021	Balance as of December 31, 2021	1,826,392	$	23.37	Balance as of December 31, 2021	1,826,392	$	23.37

Granted					Granted	1,540,246	20.32
Vested					Vested	(768,341)	22.31
Forfeited					Forfeited	(600,785)	23.14
Balance as of December 31, 2022					Balance as of December 31, 2022	1,997,512	$	21.50


~~(amounts in thousands)~~	~~December 31, 2021~~
~~Assets~~
~~Inventory~~	$	~~15,520~~
~~Other current assets~~	~~105~~
~~Property and equipment~~	~~35,870~~
~~Intangible assets~~	~~1,471~~
~~Goodwill~~	~~65,000~~
~~Operating lease assets~~	~~1,458~~
~~Assets held for sale~~	$	~~119,424~~

~~Liabilities~~
~~Accrued payroll and benefits~~	$	~~907~~
~~Accrued expenses and other current liabilities~~	~~3,945~~
~~Current maturities of long term debt~~	10
~~Long-term debt~~	2
~~Operating lease liability~~	~~1,004~~
~~Liabilities held for sale~~	$	~~5,868~~


		Derivative assets						Derivative assets
(amounts in thousands)	(amounts in thousands)	Balance Sheet Location	2021		2020		(amounts in thousands)	Balance Sheet Location	2022		2021
Derivatives designated as hedging instruments:	Derivatives designated as hedging instruments:						Derivatives designated as hedging instruments:
Interest rate contracts	Interest rate contracts	Other current assets	$	263	$	—	Interest rate contracts	Other current assets	$	16,235	$	263
Interest rate contracts	Interest rate contracts	Other assets	$	3,036	$	—	Interest rate contracts	Other assets	—		3,036
Derivatives not designated as hedging instruments:	Derivatives not designated as hedging instruments:						Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Foreign currency forward contracts	Other current assets	$	6,297	$	542	Foreign currency forward contracts	Other current assets	$	3,809	$	6,297
Other derivative instruments							Other derivative instruments	Other current assets	73		—


		Derivatives liabilities						Derivatives liabilities
(amounts in thousands)	(amounts in thousands)	Balance Sheet Location	2021		2020		(amounts in thousands)	Balance Sheet Location	2022		2021
Derivatives designated as hedging instruments:
Interest rate contracts		Accrued expenses and other current liabilities	$	—	$	955
Interest rate contracts		Deferred credits and other liabilities	$	—	$	897

Derivatives not designated as hedging instruments:	Derivatives not designated as hedging instruments:						Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Foreign currency forward contracts	Accrued expenses and other current liabilities	$	5,527	$	8,823	Foreign currency forward contracts	Accrued expenses and other current liabilities	$	3,058	$	5,527
Other derivative instruments							Other derivative instruments	Accrued expenses and other current liabilities	288		—


(amounts in thousands)
Change in fair value of plan assets - U.S. benefit plan	2021		2020
Balance as of January 1,	$	396,853	$	358,577
Actual return on plan assets	43,242		47,391
Company contribution	—		12,619
Benefits paid	(18,312)		(18,538)
Administrative expenses paid	(2,836)		(3,196)
Balance at period end	$	418,947	$	396,853


	% of Plan Assets
Summary of plan investments - U.S. benefit plan	2021	2020
Equity securities	8.9	8.3
Debt securities	42.0	36.3
Other	49.1	55.4
	100.0	100.0


2022		$	18,915
2023	2023	19,683		2023	$	19,065
2024	2024	20,437		2024	20,417
2025	2025	21,104		2025	21,099
2026	2026	21,671		2026	21,672
2027-2031		113,636
2027				2027	22,193
2028-2032				2028-2032	114,943