SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

____________________________

~~440 S. Church Street, Suite 400~~2645 Silver Crescent Drive

Charlotte, North Carolina ~~28202~~28273

____________________________

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x☒ No o☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes x No o☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer”,~~filer,” “smaller reporting ~~company”~~company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

x ~~(Do not check if a smaller reporting company)~~

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o☐ No x☒

The registrant had ~~105,414,143~~87,080,246 shares of Common Stock, par value $0.01 per share, ~~issued and~~ outstanding as of ~~November 3, 2017.~~April 28, 2022.

JELD-WEN HOLDING, Inc.

- Table of Contents –

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

JELD-WEN Holding, Inc., together with its consolidated subsidiaries where the context requires ~~including JWI~~

CERTAIN TRADEMARKS, TRADE NAMES, AND SERVICE MARKS

This ~~Form 10-Q~~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^TM®, MMI Door^TM®, Karona^TM, ImpactGard^®, JW^®, Aurora^®, IWP^®, True BLU®, ABSTM, Siteline®, National Door®, Low-Friction Glider®, Hydrolock®, and ~~True BLU~~^VPITM. Our trademarks are either registered or have been used as a common law ~~trademark~~trademarks by us. The trademarks we use outside the U.S. include the Stegbar^®, Regency^®, William Russell Doors^®, Airlite^®, Trend^TM®, The Perfect Fit^TM, Aneeta^®, Breezway^®, Kolder^TM,Corinthian®and ~~Corinthian~~^{A&L Windows®} marks in Australia, and Swedoor^®, Dooria^®, DANA^®, Mattiovi^TM, Zargag® , Alupan®, and ~~Alupan~~^Domoferm® marks in Europe. ENERGY STAR^® is a registered trademark of the U.S. Environmental Protection Agency. This ~~Form 10-Q~~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 ~~Form 10-Q~~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

Item 1 --Unaudited Financial Statements

JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)



	Three Months Ended
(amounts in thousands, except share and per share data)	March 26, 2022		March 27, 2021
Net revenues	$	1,171,022	$	1,092,383
Cost of sales	967,724		856,444
Gross margin	203,298		235,939


Selling, general and administrative	192,996		191,554
Impairment and restructuring charges	1		927
Operating income	10,301		43,458


Interest expense, net	18,354		18,455



Other income	(7,337)		(10,841)
(Loss) income before taxes	(716)		35,844
Income tax (benefit) expense	(188)		10,359



Net (loss) income	$	(528)	$	25,485



Weighted average common shares outstanding:
Basic	89,802,974		100,494,883
Diluted	89,802,974		102,642,440






Net (loss) income per share
Basic	$	(0.01)	$	0.25
Diluted	$	(0.01)	$	0.25

Three Months Ended Nine Months Ended
(amounts in thousands, except share and per share data) September 30, 2017 September 24, 2016 September 30, 2017 September 24, 2016
Net revenues $ 991,408
$ 932,475
$ 2,787,931
$ 2,693,630
Cost of sales 763,196
726,792
2,145,425
2,124,681
Gross margin 228,212
205,683
642,506
568,949
Selling, general and administrative 142,615
129,818
433,743
395,864
Impairment and restructuring charges 2,262
3,945
4,018
9,045
Operating income 83,335
71,920
204,745
164,040
Interest expense, net 17,200
18,547
61,639
53,725
Other expense (income) 2,893
(7,731 ) 8,257
(8,960 )
Income before taxes, equity earnings and discontinued operations 63,242
61,104
134,849
119,275
Income tax expense (benefit) 13,042
13,477
32,997
(139 )
Income from continuing operations, net of tax 50,200
47,627
101,852
119,414
Equity earnings of non-consolidated entities 1,075
1,198
2,629
2,450
Loss from discontinued operations, net of tax —
(2,741 ) —
(2,845 )
Net income $ 51,275
$ 46,084
$ 104,481
$ 119,019
Convertible preferred stock dividends —
30,107
10,462
108,215
Net income attributable to common shareholders $ 51,275
$ 15,977
$ 94,019
$ 10,804

Weighted average common shares outstanding
Basic 105,064,299
18,001,225
94,718,021
17,965,178
Diluted 108,962,240
84,737,235
98,807,146
21,156,751
Income per share from continuing operations
Basic $ 0.49
$ 1.04
$ 0.99
$ 0.76
Diluted $ 0.47
$ 0.57
$ 0.95
$ 0.65
Loss per share from discontinued operations
Basic $ —
$ (0.15 ) $ —
$ (0.16 )
Diluted $ —
$ (0.03 ) $ —
$ (0.13 )
Net income per share
Basic $ 0.49
$ 0.89
$ 0.99
$ 0.60
Diluted $ 0.47
$ 0.54
$ 0.95
$ 0.52

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

JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited)



	Three Months Ended
(amounts in thousands)	March 26, 2022		March 27, 2021
Net (loss) income	$	(528)	$	25,485

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of tax (benefit) expense of ($10) and $9, respectively	(4,033)		(40,084)
Interest rate hedge adjustments, net of tax expense of $2,304 and $347, respectively	6,786		1,025
Defined benefit pension plans, net of tax expense of $150 and $834, respectively	401		2,001
Total other comprehensive income (loss), net of tax	3,154		(37,058)
Comprehensive income (loss)	$	2,626	$	(11,573)

Three Months Ended Nine Months Ended
(amounts in thousands) September 30, 2017 September 24, 2016 September 30, 2017 September 24, 2016
Net income $ 51,275
$ 46,084
$ 104,481
$ 119,019
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments 25,549
3,875
81,180
11,732
Interest rate hedge adjustments, net of tax of $567, $0, $1,453, and $0, respectively 1,837
812
3,942
(11,771 )
Defined benefit pension plans, net of tax of $644, $0, $2,424, and $0, respectively 2,252
3,071
6,281
9,236
Total other comprehensive income, net of tax 29,638
7,758
91,403
9,197
Comprehensive income $ 80,913
$ 53,842
$ 195,884
$ 128,216

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

JELD-WEN HOLDING, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)


(amounts in thousands, except share and per share data)	March 26, 2022		December 31, 2021
ASSETS
Current assets
Cash and cash equivalents	$	265,649	$	395,596
Restricted cash	1,451		1,294
Accounts receivable, net	708,502		552,041
Inventories	674,554		615,971
Other current assets	87,276		55,531
Assets held for sale	121,252		119,424
Total current assets	1,858,684		1,739,857
Property and equipment, net	788,499		798,804
Deferred tax assets	203,891		204,232
Goodwill	539,973		545,213
Intangible assets, net	215,817		222,181
Operating lease assets, net	197,088		201,781
Other assets	31,834		26,603
Total assets	$	3,835,786	$	3,738,671
LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	406,493	$	418,774
Accrued payroll and benefits	168,769		135,989
Accrued expenses and other current liabilities	302,968		289,676
Current maturities of long-term debt	36,395		38,561
Liabilities held for sale	4,783		5,868
Total current liabilities	919,408		888,868
Long-term debt	1,783,032		1,667,696
Unfunded pension liability	59,933		61,438
Operating lease liability	161,131		166,318
Deferred credits and other liabilities	91,254		102,879
Deferred tax liabilities	9,253		9,254
Total liabilities	3,024,011		2,896,453
Commitments and contingencies (Note 19)	0		0

Shareholders’ equity
Preferred Stock, par value $0.01 per share, 90,000,000 shares authorized; no shares issued and outstanding	—		—
Common Stock: 900,000,000 shares authorized, par value $0.01 per share, 89,136,454 shares outstanding as of March 26, 2022; 900,000,000 shares authorized, par value $0.01 per share, 90,193,550 shares outstanding as of December 31, 2021	891		902
Additional paid-in capital	727,716		719,451
Retained earnings	173,760		215,611
Accumulated other comprehensive loss	(90,592)		(93,746)
Total shareholders’ equity	811,775		842,218
Total liabilities and shareholders’ equity	$	3,835,786	$	3,738,671

(amounts in thousands, except share and per share data) September 30, 2017 December 31, 2016
ASSETS
Current assets
Cash and cash equivalents $ 219,457
$ 102,701
Restricted cash 995
751
Accounts receivable, net 529,397
407,170
Inventories 398,541
334,634
Other current assets 31,701
30,104
Total current assets 1,180,091
875,360
Property and equipment, net 725,584
704,651
Deferred tax assets 274,615
283,876
Goodwill 566,126
486,055
Intangible assets, net 159,456
116,590
Other assets 59,405
63,547
Total assets $ 2,965,277
$ 2,530,079
LIABILITIES AND EQUITY
Current liabilities
Accounts payable $ 264,085
$ 188,906
Accrued payroll and benefits 139,762
130,668
Accrued expenses and other current liabilities 189,889
173,227
Notes payable and current maturities of long-term debt 16,837
20,031
Total current liabilities 610,573
512,832
Long-term debt 1,234,358
1,600,004
Unfunded pension liability 127,290
126,646
Deferred credits and other liabilities 87,834
74,455
Deferred tax liabilities 20,525
9,186
Total liabilities 2,080,580
2,323,123
Commitments and contingencies (Note 23)

Convertible preferred stock —
150,957
Shareholders’ equity
Preferred Stock, par value $0.01 per share, 90,000,000 shares authorized; no shares issued and outstanding —
—
Common Stock: 900,000,000 shares authorized, par value $0.01 per share, 105,194,748 shares outstanding as of September 30, 2017; 904,732,200 shares authorized, par value $0.01 per share, 17,894,393 shares outstanding as of December 31, 2016; 177,221 shares of Class B-1 Common Stock outstanding as of December 31, 2016 1,052
180
Additional paid-in capital 667,669
36,362
Retained earnings 321,755
216,639
Accumulated other comprehensive loss (105,779 ) (197,182 )
Total shareholders’ equity 884,697
55,999
Total liabilities, convertible preferred shares, and shareholders’ equity $ 2,965,277
$ 2,530,079

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

JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited)

September 30, 2017 September 24, 2016
(amounts in thousands, except share and per share amounts) Shares Amount Shares Amount
Preferred stock, $0.01 par value per share —
$ —
—
$ —
Common stock, $0.01 par value per share
Common stock
Balance as of January 1 17,894,393
$ 178
17,829,240
$ 178
Shares issued for exercise/vesting of share-based compensation awards 729,540
8
13,222
—
Shares issued upon conversion of Class B-1 Common Stock 309,404
3
—
—
Shares issued upon conversion of convertible preferred stock to common stock 64,211,172
642
—
—
Shares surrendered for tax obligations for employee share-based transactions (222,488 ) (2 ) —
$ —
Shares issued in initial public offering 22,272,727
223
—
$ —
Balance at period end 105,194,748
1,052
17,842,462
178
Class B-1 Common Stock
Balance as of January 1 177,221
2
68,046
1
Shares issued for exercise of stock options —
—
58,091
1
Class B-1 Common stock converted to common (177,221 ) (2 ) —
—
Balance at period end —
—
126,137
2
Balance at period end $ 1,052
$ 180
Additional paid-in capital
Balance as of January 1 $ 37,205
$ 89,101
Shares issued for exercise/vesting of share-based compensation awards 1,018
1,016
Shares surrendered for tax obligations for employee share-based transactions (7,237 ) —
Conversion of convertible preferred stock 150,901
—
Initial public offering proceeds, net of underwriting fees and commissions 480,306
—
Costs associated with initial public offering (7,923 ) —
Amortization of share-based compensation 14,237
15,753
Balance at period end 668,507
105,870
Director notes
Balance as of January 1 —
(2,068 )
Net issuances, payments and accrued interest on notes —
2,068
Balance at period end —
—
Employee stock notes
Balance as of January 1 (843 ) (1,011 )
Net issuances, payments and accrued interest on notes 5
12
Balance at period end (838 ) (999 )
Balance at period end $ 667,669
$ 104,871
Retained earnings (accumulated deficit)
Balance as of January 1 $ 216,639
$ (154,949 )
Adoption of new accounting standard ASU 2016-09 635
—
Net income 104,481
119,019
Balance at period end $ 321,755
$ (35,930 )
Accumulated other comprehensive (loss) income
Foreign currency adjustments
Balance as of January 1 $ (65,949 ) $ (33,575 )
Change during period 81,180
11,732
Balance at end of period 15,231
(21,843 )
Unrealized (loss) gain on interest rate hedges
Balance as of January 1 (13,296 ) (10,617 )
Change during period 3,942
(11,771 )
Balance at end of period (9,354 ) (22,388 )
Net actuarial pension (loss) gain
Balance as of January 1 (117,937 ) (118,805 )
Change during period 6,281
9,236
Balance at end of period (111,656 ) (109,569 )
Balance at period end $ (105,779 ) $ (153,800 )
Total shareholders’ equity (deficit) at end of period $ 884,697
$ (84,679 )


	Three Months Ended
	March 26, 2022			March 27, 2021
(amounts in thousands, except share and per share amounts)	Shares	Amount		Shares	Amount
Preferred stock, $0.01 par value per share	—	$	—	—	$	—
Common stock, $0.01 par value per share
Balance at beginning of period	90,193,550	$	902	100,806,068	$	1,008

Shares issued for exercise/vesting of share-based compensation awards	824,074	8		177,283	2
Shares repurchased	(1,777,266)	(18)		(809,884)	(8)


Shares surrendered for tax obligations for employee share-based transactions	(103,904)	(1)		(26,563)	(1)

Balance at period end	89,136,454	$	891	100,146,904	$	1,001






Additional paid-in capital
Balance at beginning of period		$	720,124		$	691,360

Shares issued for exercise/vesting of share-based compensation awards		979			1,263

Shares surrendered for tax obligations for employee share-based transactions		(2,378)			(715)




Amortization of share-based compensation		9,664			6,855
Balance at period end		728,389			698,763




Employee stock notes
Balance at beginning of period		(673)			(673)
Net issuances, payments and accrued interest on notes		—			—
Balance at period end		(673)			(673)
Balance at period end		$	727,716		$	698,090
Retained earnings
Balance at beginning of period		$	215,611		$	371,462
Shares repurchased		(41,323)			(23,135)


Net (loss) income		(528)			25,485
Balance at period end		$	173,760		$	373,812
Accumulated other comprehensive income (loss)
Balance at beginning of period		$	(93,746)		$	(58,693)
Foreign currency adjustments		(4,033)			(40,084)
Unrealized gain on interest rate hedges		6,786			1,025
Net actuarial pension gain		401			2,001
Balance at period end		$	(90,592)		$	(95,751)

Total shareholders’ equity at period end		$	811,775		$	977,152

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

JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Three Months Ended

(amounts in thousands)	March 26, 2022		March 27, 2021
OPERATING ACTIVITIES
Net (loss) income	$	(528)	$	25,485
Adjustments to reconcile net (loss) income to cash used in operating activities:
Depreciation and amortization	32,565		34,210
Deferred income taxes	(2,449)		366
Loss (gain) on sale or disposal of business units, property, and equipment	134		(946)
Adjustment to carrying value of assets	—		255

Amortization of deferred financing costs	726		707


Stock-based compensation	9,664		6,855

Amortization of U.S. pension expense	350		2,325

Recovery of cost from interest received on impaired notes	(7,027)		—
Other items, net	2,211		(5,740)
Net change in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable	(157,703)		(162,947)
Inventories	(61,285)		(25,369)
Other assets	(34,669)		(10,860)
Accounts payable and accrued expenses	45,531		75,738
Change in short term and long-term tax liabilities	(14,387)		(4,960)
Net cash used in operating activities	(186,867)		(64,881)

INVESTING ACTIVITIES

Purchases of property and equipment	(15,382)		(17,894)
Proceeds from sale of property and equipment	39		2,489
Purchase of intangible assets	(998)		(3,118)

Recovery of cost from interest received on impaired notes	7,027		—
Cash received for notes receivable	48		177
Net cash used in investing activities	(9,266)		(18,346)

FINANCING ACTIVITIES

Change in long-term debt	110,623		(8,642)



Common stock issued for exercise of options	987		1,265
Common stock repurchased	(40,216)		(23,143)
Payments to tax authorities for employee share-based compensation	(111)		—


Net cash provided by (used in) financing activities	71,283		(30,520)
Effect of foreign currency exchange rates on cash	(4,940)		(9,505)
Net decrease in cash and cash equivalents	(129,790)		(123,252)
Cash, cash equivalents and restricted cash, beginning	396,890		736,594
Cash, cash equivalents and restricted cash, ending	$	267,100	$	613,342
For further information see Note 20 - Supplemental Cash Flow.

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

~~JELD-WEN HOLDING, INC.~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(unaudited)~~

Nine Months Ended
(amounts in thousands) September 30, 2017 September 24, 2016
OPERATING ACTIVITIES
Net income $ 104,481
$ 119,019
Adjustments to reconcile net income to cash used in operating activities:
Depreciation and amortization 80,603
77,518
Deferred income taxes 13,171
(25,576 )
Loss (gain) on sale of business units, property and equipment 240
(3,124 )
Adjustment to carrying value of assets 216
4,176
Equity earnings in non-consolidated entities (2,629 ) (2,450 )
Amortization of deferred financing costs 8,437
2,770
Stock-based compensation 15,840
15,754
Other items, net (1,201 ) (1,111 )
Net change in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable (75,424 ) (153,755 )
Inventories (26,387 ) (2,763 )
Other assets (2,700 ) (4,014 )
Accounts payable and accrued expenses 59,480
83,746
Net cash provided by operating activities 174,127
110,190
INVESTING ACTIVITIES
Purchases of property and equipment (29,810 ) (57,976 )
Proceeds from sale of business units, property and equipment 688
5,327
Purchase of intangible assets (2,579 ) (4,500 )
Purchases of businesses, net of cash acquired (123,733 ) (84,885 )
Cash received on notes receivable 1,967
425
Net cash used in investing activities (153,467 ) (141,609 )
FINANCING ACTIVITIES
Distributions paid —
(23,701 )
Borrowings on long-term debt 4,785
15,753
Payments of long-term debt (389,739 ) (12,439 )
Payments of notes payable (155 ) (135 )
Employee note repayments 26
2,080
Payments of debt issuance costs (1,144 ) —
Common stock issued for exercise of options 1,026
1,016
Payments to tax authority for employee share-based compensation (7,239 ) —
Proceeds from the sale of common stock, net of underwriting fees and commissions 480,306
—
Payments associated with initial public offering (2,066 ) —
Net cash provided by (used in) financing activities 85,800
(17,426 )
Effect of foreign currency exchange rates on cash 10,296
631
Net increase (decrease) in cash and cash equivalents 116,756
(48,214 )
Cash and cash equivalents, beginning 102,701
113,571
Cash and cash equivalents, ending $ 219,457
$ 65,357

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

~~Back to top~~

JELD-WEN HOLDING, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Description of Company and Summary of Significant Accounting Policies

Nature of Business – ~~JWH,~~JELD-WEN Holding, Inc., along with its subsidiaries, is a vertically integrated global manufacturer and distributor of windows, doors, and ~~doors~~other building products that derives substantially all of its revenues from the sale of its door and window products. Unless otherwise specified or the context otherwise requires, all references in these notes to ~~“JWH”, “JELD-WEN”, “we”, “us”, “our”,~~“JELD-WEN,” “we,” “us,” “our,” or the “Company” are to JELD-WEN Holding, Inc. and its subsidiaries.

We have facilities located in the U.S., Canada, Europe, Australia, Asia, ~~Mexico,~~ and ~~South America, and our~~Mexico. Our products are marketed primarily under the JELD-WEN brand name in the U.S. and Canada and under JELD-WEN and a variety of acquired brand names in Europe, Australia, and Asia.

In the opinion of management, the accompanying unaudited consolidated financial statements include all recurring adjustments and normal accruals necessary for a fair statement of our financial position, results of operations and cash flows for the dates and periods presented. Results for interim periods are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period. All significant intercompany accounts and transactions have been eliminated in consolidation.

Our revenues are affected by the level of new housing starts and remodeling activity in each of our markets. Our sales typically follow seasonal new construction and repair and remodeling industry patterns. The peak season for home construction and remodeling in many of our markets generally ~~correspond~~corresponds with the second and third calendar quarters, and therefore, sales volume is typically higher during those quarters. Our first and fourth quarter sales volumes are generally lower due to reduced repair and remodeling activity and reduced activity in the building and construction industry as a result of colder and more inclement weather in certain areas of our geographic end markets.

Basis of Presentation – The accompanying unaudited consolidated financial statements as of March 26, 2022 and for the three months ended March 26, 2022 and March 27, 2021, respectively, have been prepared in accordance with GAAP for interim financial information and pursuant to the rules and regulations of the SEC. In the opinion of management, the unaudited consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of the Company’s financial position for the periods presented. The results for the three months ended March 26, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or any other period. The accompanying consolidated balance sheet as of December 31, ~~2016~~2021 was derived from ~~our~~ audited financial statements included in the Company’s Form 10-K. The accompanying consolidated financial statements ~~which have been revised to reflect the correction of certain errors and other accumulated misstatements as described in Note 26 -~~ ~~Revision of Prior Period Financial Statements, but does~~do not include all ~~disclosures~~of the information and footnotes required by ~~GAAP. The consolidated balance sheet as of December 31, 2016 and the unaudited consolidated~~GAAP for annual financial ~~statements included herein~~statements. Accordingly, they should be read in conjunction with the ~~more detailed~~ audited ~~consolidated~~ financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2016 filed as part of our Form 10-K. Accounting policies used in the preparation of these unaudited consolidated financial statements are consistent with the accounting policies described in the Notes to Consolidated Financial Statements for the year ended December 31, 2016 except for those adopted during fiscal year 2017.

2021.

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

~~Ownership~~ – On October 3, 2011, we completed a transaction with Onex Partners whereby Onex Partners invested $700.0 million in return for Series A Convertible Preferred Stock. Concurrent with the investment, Onex Partners provided $171.0 million in the form of a convertible bridge loan due in April 2013. In October 2012, Onex Partners invested an additional $49.8 million in return for Series A Convertible Preferred Stock of the Company to fund an acquisition. In April 2013, the $71.6 million outstanding balance of the convertible bridge loan was converted into additional shares of our Series A Convertible Preferred Stock. In March 2014, Onex Partners purchased $65.8 million in common stock from another investor. As part of the IPO, Onex Partners sold a total of 6,477,273 shares of our common stock. In May 2017, Onex Partners sold a total of 15,693,139 shares of our common stock. We did not receive any proceeds from the shares of common stock sold by Onex Partners, in either offering. As of September 30, 2017, Onex Partners owned approximately 45% of the Company’s outstanding shares.

~~Stock Split~~ – On January 3, 2017, the majority of our shareholders approved amendments to our then-existing certificate of incorporation increasing the authorized number of shares and effecting an 11-for-1 stock split of our then-outstanding common stock and Class B-1 Common Stock. Accordingly, all share and per share amounts for all periods presented in these unaudited consolidated financial statements and notes thereto have been adjusted retrospectively, where applicable, to reflect this stock split.

~~Stock Conversion and Initial Public Offering~~ – On February 1, 2017, all of the outstanding shares of our Series A Convertible Preferred Stock and all accumulated and unpaid dividends converted into 64,211,172 shares of our common stock, and all of the outstanding shares of our Class B-1 Common Stock converted into 309,404 shares of our common stock. In addition, the one outstanding share of our Series B Preferred Stock was canceled. On February 1, 2017,

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immediately prior to the closing of the IPO, the Company filed its Charter with the Secretary of State of the State of Delaware, and our Bylaws became effective, each as contemplated by the registration statement we filed as part of our IPO. The Charter, among other things, provided that the Company’s authorized capital stock consists of 900,000,000 shares of common stock, par value $0.01 per share and 90,000,000 shares of preferred stock, par value $0.01 per share.

On February 1, 2017, we closed our IPO and received $472.4 million in proceeds, net of underwriting discounts, fees and commissions and $7.9 million of offering expenses from the issuance of 22,272,727 shares of our common stock.

Fiscal Year– We operate on a fiscal calendar year, and each interim ~~period~~quarter is comprised of two 4-week periods and one 5-week period, with each week ending on a Saturday. Our fiscal year always begins on January 1 and ends on December 31. As a result, our first and fourth quarters may have more or fewer days included than a traditional 91-day fiscal quarter.

~~Consolidated Statements of Cash Flows~~ – Cash flows from continuing and discontinued operations are not separated in the consolidated statements of cash flows. Cash balances associated with our discontinued operations are reflected in our consolidated balance sheet as cash and cash equivalents. See Note 3- ~~Discontinued Operations and Divestitures~~.

~~Customer Displays~~ – Customer displays include all costs to manufacture, ship and install the displays of our products in retail store locations. Capitalized display costs are included in other assets and are amortized over the life of the product lines, typically 3 to 4 years. Related amortization is included in SG&A expense in the accompanying consolidated statements of operations and was $1.6 million and $5.8 million for the three and nine months ended September 30, 2017, respectively, compared to $1.8 million and $6.3 million for the three and nine months ended September 24, 2016, respectively.

Use of Estimates – The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, assumptions, and ~~assumptions~~allocations that affect amounts reported in the ~~unaudited~~ consolidated financial statements and related notes. Significant items that are subject to such estimates and assumptions include, but are not limited to, long-lived assets including goodwill and other intangible assets, employee benefit obligations, income tax uncertainties, contingent assets and liabilities, provisions for bad debt, inventory, warranty liabilities, legal claims, valuation of derivatives, environmental remediation, and claims relating to self-insurance. Actual results could differ due to the uncertainty inherent in the nature of these estimates.

COVID-19 – The CARES Act in the U.S. and similar legislation in other jurisdictions includes measures that assisted companies in responding to the COVID-19 pandemic. These measures consisted primarily of cash assistance to support employment levels and deferment of remittance of certain non-income tax expense payments. The most significant impact was from the CARES Act in the U.S., which included a provision that allowed employers to defer the remittance of the employer portion of the social security tax relating to 2020. The deferred employment payment must be paid over two years. Original payment due dates were in 2021 and 2022, however updated guidance provided by the Internal Revenue Service in December 2021 allowed for these payments to be made during 2022 and 2023. The Company deferred $20.9 million of the employer portion of social security tax in 2020, of which $9.9 million was paid in the first quarter of 2022 and the remaining $11.0 million is included in accrued payroll and benefits in the consolidated balance sheet as of March 26, 2022. As of December 31, 2021, the deferral $20.9 million was equally recorded between accrued payroll and benefits and deferred credits and other liabilities in the consolidated balance sheet.

~~Recently Adopted~~Recent Accounting Standards – In March ~~2016,~~2020, the FASB issued ASU No. ~~2016-09,~~ ~~Stock Compensation~~2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which ~~is intended~~provides optional expedients and

Back to ~~simplify several aspects~~top

exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the accounting for share-based payment awards to employees. The new guidance requires companies to recognize the income tax effects of awards that vest or are settled as income tax expense or benefit in the income statement as opposed to additional paid-in capital, and gross excess tax benefits are classified as operating cash flows rather than financing cash flows. Additionally, the guidance allows companies to make a policy election to account for forfeitures either upon occurrenceLIBOR or by ~~estimating forfeitures. We have elected to continue estimating forfeitures~~another reference rate expected to ~~occur in order to determine the amount of compensation cost to~~ be recognized each period. We adopted this ASU on a modified retrospective basis in the quarter ended April 1, 2017 and adoption of this standard did not materially impact results of operations, retained earnings, or cash flows.

discontinued. In ~~July 2015,~~January 2021, the FASB issued ASU No. ~~2015-11,~~ ~~Simplifying the Measurement of Inventory. This ASU requires that inventory within~~2021-01, Reference Rate Reform (Topic 848): Scope, to clarify the scope of ASU No. 2020-04. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. In May 2020, we elected the expedient within ASC 848 which allows us to assume that our hedged interest payments are probable of occurring regardless of any expected modifications in their terms related to reference rate reform. In addition, ASC 848 allows for the option to change the method of assessing effectiveness upon a change in critical terms of the derivative or the hedged transactions and upon the end of relief under ASC 848. At this time, we have elected to continue the method of assessing effectiveness as documented in the original hedge documentation and apply the practical expedients related to probability to assume that the reference rate on the hypothetical derivative matches the reference rate on the hedging instrument. We plan to evaluate the remaining expedients for adoption, as applicable, when contracts are modified. We currently do not expect this guidance ~~be measured at the lower of cost and net realizable value. We adopted this ASU in the quarter ended April 1, 2017 and adoption of this standard did not materially~~to have a material impact ~~results of operations, retained earnings, or cash flows.~~

~~Recent Accounting Standards Not Yet Adopted~~ – In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The targeted amendments help simplify certain aspects of hedge accounting and result in a more accurate portrayal of the economics of an entity’s risk management activities in itson our consolidated financial statements. ~~For cash flow~~Refer to Note 17 - Derivative Financial Instruments for additional disclosure information relating to our hedging activity.

We have considered the applicability and ~~net investment hedges as~~impact of ~~the adoption date, the guidance requires a modified retrospective approach. The guidance is effective for annual periods beginning after December 15, 2018~~all ASUs. We have assessed ASUs not listed above and ~~interim periods within those years, with early adoption permitted. The adoption of this guidance is~~have determined that they were either not applicable or were not expected to have a material impact on our ~~consolidated~~ financial statements.

~~In May 2017, the FASB issued ASU No. 2017-09,~~ ~~Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting~~. The ASU provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The guidance is effective for annual periods beginning after December 15, 2017 and interim periods within those years and is to be applied prospectively to an award modified on or after the adoption date. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.

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~~In March 2017, the FASB issued ASU No. 2017-07,~~ ~~Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost,~~ which changes how employers that sponsor defined benefit pension or other postretirement benefit plans present the net periodic benefit cost in the income statement. This new guidance requires entities to report the service cost component in the same line item or items as other compensation costs. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component outside of income from operations. The guidance will be effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual reporting periods and will be applied retrospectively. Early adoption is permitted in certain circumstances. The adoption of this guidance will impact our operating income but is not expected to have a material impact on our net income, earnings per share, consolidated balance sheets or statements of cash flows.

~~In January 2017, the FASB issued ASU No. 2017-04,~~ ~~Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment~~. To simplify the measurement of goodwill impairments, this ASU eliminates Step 2 from the goodwill impairment test, which required the calculation of the implied fair value of goodwill. Instead, under the amendments in this ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The guidance will be effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.

~~In January 2017, the FASB issued ASU No. 2017-01,~~ ~~Business Combinations (Topic 805)~~: ~~Clarifying the Definition of a Business~~. The amendments in this ASU provide new guidance to determine when a set of transferred assets and activities is a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in an identifiable asset or group of similar identifiable assets. If this threshold is met, the set of transferred assets is not a business. If the threshold is not met, the entity then must evaluate whether the set includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. This ASU removes the evaluation of whether a market participant could replace missing elements. The amendments also narrow the definition of the term output so that the term is consistent with how outputs are described in Topic 606. The guidance will be effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual reporting periods. Early adoption is permitted in certain circumstances. The amendments should be applied prospectively on or after the effective date. We have reviewed the revised requirements, and do not anticipate that the changes will impact our policies or recent conclusions related to our acquisition activities.

~~In October 2016, the FASB issued ASU No. 2016-16,~~ ~~Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.~~ The standard requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in this update eliminate the exception for an intra-entity transfer of an asset other than inventory. The amendments do not include new disclosure requirements; however, existing disclosure requirements might be applicable when accounting for the current and deferred income taxes for an intra-entity transfer of an asset other than inventory. The guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period for which interim or annual financial statements have not been issued or made available for issuance. The amendments should be applied on a modified retrospective basis through a cumulative effect adjustment directly to retained earnings as of the beginning of the period of adoption. We are currently evaluating the potential impact on our consolidated financial statements and disclosures.

~~In August 2016, the FASB issued ASU No. 2016-15,~~ ~~Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments~~. This ASU update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice of how certain cash receipts and cash payments are presented and classified in the statement of cash flows. In November 2016, the FASB issued ASU No. 2016-18, ~~Topic 230: Restricted Cash,~~ which provided clarification on how restricted cash was to be presented in the cash flow statement. The guidance will be effective for the fiscal year beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The amendments will be applied using a retrospective transition method to each period presented. Because we do not have a material amount of restricted cash, the adoption of this guidance is not expected to have a material impact on our consolidated financial statements and disclosures.

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases (Topic 842)~~. The standard requires lessees to recognize the assets and liabilities arising from leases on the balance sheet and retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. The accounting standard is effective for annual periods beginning after December 15, 2018, including interim periods within

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those fiscal years, with early adoption permitted. We are currently assessing the impact the adoption of this standard will have on our financial reporting and have not decided upon the method of adoption, but recognizing the lease liability and related right-of-use asset will significantly impact our balance sheet.

~~In January 2016, the FASB issued ASU No. 2016-01,~~ ~~Financial Instruments (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities~~. This ASU enhances the reporting model for financial instruments to provide users of financial statements with more decision-useful information by requiring equity investments to be measured at fair value with changes in fair value recognized in net income. It simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment and eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities. It also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments and requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the consolidated financial statements. The accounting standard is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.

~~In May 2014, the FASB issued ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers~~. This ASU requires entities to recognize revenue in the way they expect to be entitled for the transfer of promised goods or services to customers. This ASU will replace most of the existing revenue recognition requirements in GAAP when it becomes effective. In March 2016, the FASB issued ASU No. 2016-08, ~~Principal versus Agent Considerations (Reporting Revenue Gross versus Net). The amendments in this ASU clarify the implementation guidance on principal versus agent considerations. In December 2016, the FASB issued ASU No. 2016-20,~~ ~~Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers~~. The amendments in this ASU narrow certain aspects of the guidance issued in Update 2014-09. These standards are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, which requires us to adopt the standard in fiscal year 2018. Early application in fiscal year 2017 is permitted. The updates permit the use of either the retrospective or cumulative effect transition method. This ASU is effective for us January 1, 2018, and we plan to adopt using the modified retrospective approach. We have completed the initial assessment of the impact of this ASU on our financial statements and disclosures with respect to our material revenue streams, and we have extended the impact assessment to our other revenue streams. Currently, we do not expect the adoption to have a material impact on the timing of the recognition of revenue; however, the adoption of the ASU may impact the amount of revenue recognized with an offsetting increase or decrease in cost of sales. Further, we expect the adoption to materially impact the disclosures in our financial statements with respect to revenue recognition.

With the exception of the new standards discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the three months ended September 30, 2017 that are of significance or potential significance to us.

~~Note 2. Acquisitions~~

On August 31, 2017, we acquired all of the issued and outstanding shares of Kolder, a leading provider of shower enclosures, closet systems, and related building products in Australia. Kolder is now part of our Australasia segment. On August 25, 2017, we acquired all of the issued and outstanding shares and membership interests of MMI Door, a leading provider of doors and related value-added services in the Midwest region of the United States. MMI Door is now part of our North America segment. On June 30, 2017, we acquired all of the issued and outstanding shares of Mattiovi, a leading manufacturer of interior doors and door frames in Finland. Mattiovi is now part of our Europe segment. We completed these three acquisitions for total cash consideration of approximately $123.7 million, net of cash acquired.

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~~The fair values of the assets and liabilities acquired are summarized below:~~

(amounts in thousands) Preliminary Allocation Measurement Period Adjustment Revised Preliminary Allocation
Fair value of identifiable assets and liabilities:
Accounts receivable $ 23,900
$ —
$ 23,900
Inventories 20,169
854
21,023
Other assets 1,270
(333 ) 937
Property and equipment 15,450
565
16,015
Identifiable intangible assets 30,430
4,614
35,044
Goodwill 47,754
(3,149 ) 44,605
Total assets $ 138,973
$ 2,551
$ 141,524
Accounts payable and accrued liabilities 13,372
(14 ) 13,358
Other liabilities 1,868
2,565
4,433
Total liabilities $ 15,240
$ 2,551
$ 17,791
Purchase Price:
Total consideration, net of cash acquired $ 123,733
$ —
$ 123,733

Goodwill of $44.6 million, calculated as the excess of the purchase price over the fair value of net assets, represents operational efficiencies and sales synergies, and $30.3 million is expected to be tax-deductible. The intangible assets include tradenames, software, and customer relationships and will be amortized over an estimated weighted average amortization period of 16 years. Acquisition-related costs of $0.9 million, for the three and nine months ended September 30, 2017, are included in selling, general and administrative expense in our unaudited consolidated statements of operations. We evaluated these acquisitions quantitatively and qualitatively and determined them to be insignificant both individually and in the aggregate and therefore, have omitted the pro forma disclosures under ASC 805-10-50.

During 2016, we completed two acquisitions for total consideration of approximately $85.9 million, net of cash acquired. The excess purchase price over the fair value of net assets acquired of $16.8 million and $48.0 million was allocated to goodwill and intangible assets, respectively. Goodwill is the excess of the purchase price over the fair value of net assets acquired in business combinations and represents cost savings from reduced overhead and operational expenses by leveraging our manufacturing footprint, supply chain savings and sales synergies and is not expected to be fully tax-deductible. The intangible assets include technology, tradenames, trademarks, software, permits and customer relationships and are being amortized over a weighted average amortization period of 20 years. Acquisition-related costs of $0.4 million and $1.3 million for three and nine months ended September 24, 2016, respectively, were expensed as incurred and are included in selling, general and administrative expense in our unaudited consolidated statements of operations. In 2016, the measurement period adjustment reduced the preliminary allocation of goodwill and deferred tax liabilities by $5.9 million and $2.2 million, respectively, and increased the preliminary allocation of intangible assets and property and equipment by $3.1 million and $1.5 million, respectively, with the remaining preliminary allocation changes related to other working capital accounts. In 2017, the measurement period adjustment increased the preliminary allocation of goodwill and deferred tax liabilities by $0.8 million. As of September 30, 2017, the purchase price allocation is considered complete for both acquisitions.

~~The results of MMI Door, Kolder, Mattiovi, Trend and Breezway are included in our unaudited consolidated financial statements from the date of their acquisition.~~

~~Note 3. Discontinued Operations and Divestitures~~

Our discontinued operations consisted primarily of our Silver Mountain resort and real estate located in Idaho which was sold in November 2016 and was included in our Corporate and unallocated cost segment’s assets presented in the accompanying unaudited consolidated financial statements. The results of these operations have been removed from the results of continuing operations for all periods presented. As of December 31, 2016, there are no remaining assets or liabilities of discontinued operations separately presented in the unaudited consolidated balance sheets.

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~~The results of discontinued operations including the gains on sale of discontinued operations are summarized as follows:~~

Three Months Ended Nine Months Ended
(amounts in thousands) September 30, 2017 September 24, 2016 September 30, 2017 September 24, 2016
Net revenues $ —
$ 2,144
$ —
$ 7,264
Loss before tax and non-controlling interest —
(2,741 ) —
(2,845 )
Loss from discontinued operations, net of tax —
(2,741 ) —
(2,845 )

Note 4.2. Accounts Receivable

We sell our manufactured products to a large number of customers, primarily in the residential housing construction and remodel sectors, broadly dispersed across many domestic and foreign geographic regions. We assess the credit risk relating to our accounts receivable based on quantitative and qualitative factors, primarily historical credit collections within each region where we have operations. We perform ongoing credit evaluations of our customers to minimize credit risk. We do not usually require collateral for accounts receivable, but will require advance payment, guarantees, a security interest in the products sold to a customer, and/or letters of credit in certain situations. Customer accounts receivable converted to notes receivable are ~~primarily~~ collateralized by inventory or other collateral. ~~As of September 30, 2017~~

At March 26, 2022 and December 31, ~~2016,~~2021, we had an allowance for doubtful accounts of ~~$4.6~~$14.5 million and ~~$3.8~~$10.2 million, respectively.

Note 5.3. Inventories

Inventories are stated at the lower of cost or net realizable value. Finished goods and work-in-process inventories include material, labor, and manufacturing overhead costs.


(amounts in thousands)	March 26, 2022		December 31, 2021
Raw materials	$	503,365	$	478,566
Work in process	37,183		36,065
Finished goods	134,006		101,340
Total inventories	$	674,554	$	615,971

(amounts in thousands) September 30, 2017 December 31, 2016
Raw materials $ 275,431
$ 233,730
Work in process 38,036
30,202
Finished goods 85,074
70,702
Inventories $ 398,541
$ 334,634

Note 6.4. Property and Equipment, Net


(amounts in thousands)	September 30, 2017			December 31, 2016			(amounts in thousands)	March 26, 2022		December 31, 2021
Property and equipment	$	1,823,275		$	1,712,682		Property and equipment	$	2,144,160	$	2,137,861
Accumulated depreciation	(1,097,691		)	(1,008,031		)	Accumulated depreciation	(1,355,661)		(1,339,057)
Property and equipment, net	$	725,584		$	704,651
Total property and equipment, net							Total property and equipment, net	$	788,499	$	798,804

We monitor all property ~~plant~~ and equipment for any indicators of potential impairment. We recorded no impairment charges ~~of $0.2 million during~~for the three ~~and nine~~ months ended ~~September 30, 2017~~March 26, 2022 and ~~$1.0~~$0.3 million ~~and $1.9 million during~~for the three ~~and nine~~ months ended ~~September 24, 2016, respectively.~~March 27, 2021.

~~Build-to-Suit Lease~~ ~~– In November~~The effect on our carrying value of 2016, the Company entered into a build-to-suit arrangement for a corporate headquarters facility in Charlotte, North Carolina. The lease commences upon completion of construction which is anticipated to occur in early 2018. In accordance with ASC 840, Leases, for build-to-suit arrangements where the Company is involved in the construction of structural improvements prior to the commencement of the lease or takes some level of construction risk, the Company is considered the accounting owner of the assets and land during the construction period. Accordingly, during construction activities, the Company recorded a Construction in progress asset within Propertyproperty and equipment ~~and a corresponding liability~~due to currency translations for contributions by the landlord toward construction. Once the construction is completed, the build-to-suit asset will be depreciated over its estimated useful life and lease payments will be applied as debt service against the liability. As of September 30, 2017, $14.3 million of build-to-suit assets is included in Propertyforeign property and equipment, net, ~~and the corresponding financial obligation~~was a decrease of ~~$14.3~~$1.2 million ~~in deferred credits and other long-term liabilities in the accompanying unaudited consolidated balance sheet.~~

~~Back~~as of March 26, 2022 compared to ~~top~~

December 31, 2021.

Depreciation expense was recorded as follows:


	Three Months Ended
(amounts in thousands)	March 26, 2022		March 27, 2021
Cost of sales	$	22,512	$	22,536
Selling, general and administrative	1,708		2,396
Total depreciation expense	$	24,220	$	24,932

Three Months Ended Nine Months Ended
(amounts in thousands) September 30, 2017 September 24, 2016 September 30, 2017 September 24, 2016
Cost of sales $ 20,191
$ 19,095
$ 58,162
$ 57,056
Selling, general and administrative 1,788
1,976
5,722
5,700
$ 21,979
$ 21,071
$ 63,884
$ 62,756

Note 7.5. Goodwill

The following table summarizes the changes in goodwill by reportable segment:


(amounts in thousands)	North America		Europe		Australasia		Total Reportable Segments






Balance as of December 31, 2021	$	182,645	$	278,668	$	83,900	$	545,213





Currency translation	111		(8,221)		2,870		(5,240)
Balance as of March 26, 2022	$	182,756	$	270,447	$	86,770	$	539,973

(amounts in thousands)
North
America
Europe Australasia
Total
Reportable
Segments
Balance as of January 1 $ 187,376
$ 229,112
$ 69,567
$ 486,055
Acquisitions 30,251
8,569
8,934
47,754
Acquisition remeasurements —
(3,149 ) 837
(2,312 )
Currency translation 474
28,600
5,555
34,629
Balance at end of period $ 218,101
$ 263,132
$ 84,893
$ 566,126

Note 8.6. Intangible Assets, Net

The cost and accumulated amortization values of our intangible assets were as ~~follows~~follows:


	March 26, 2022
(amounts in thousands)	Cost		Accumulated Amortization		Net Book Value
Customer relationships and agreements	$	144,689	$	(75,304)	$	69,385
Software	118,080		(38,509)		79,571
Trademarks and trade names	56,350		(11,380)		44,970
Patents, licenses and rights	47,604		(25,713)		21,891
Total amortizable intangibles	$	366,723	$	(150,906)	$	215,817


	December 31, 2021
(amounts in thousands)	Cost		Accumulated Amortization		Net Book Value
Customer relationships and agreements	$	145,940	$	(73,635)	$	72,305
Software	118,114		(35,816)		82,298
Trademarks and trade names	55,806		(10,771)		45,035
Patents, licenses and rights	46,353		(23,810)		22,543
Total amortizable intangibles	$	366,213	$	(144,032)	$	222,181

The effect on our carrying value of intangible assets due to currency translations for foreign intangible assets was an increase of $1.0 million as of March 26, 2022 compared to December 31, 2021.

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the ~~periods indicated:~~

(amounts in thousands) September 30, 2017 December 31, 2016
Trademarks and trade names $ 47,377
$ 28,709
Software 36,254
24,397
Patents, licenses and rights 40,553
38,217
Customer relationships and agreements 97,697
69,739
Total amortizable intangibles $ 221,881
$ 161,062
Accumulated amortization (62,425 ) (46,972 )
$ 159,456
$ 114,090
Indefinite-lived intangibles —
2,500
$ 159,456
$ 116,590

carrying amount of the corresponding asset group may not be recoverable. Intangible assets that become fully amortized are removed from the accounts in the period that they become fully amortized. Amortization expense was recorded as follows:


	Three Months Ended
(amounts in thousands)	March 26, 2022		March 27, 2021
Amortization expense	$	8,145	$	8,047

Note 9.7. Accrued Expenses and Other Current Liabilities


(amounts in thousands)	March 26, 2022		December 31, 2021
Accrued sales and advertising rebates	$	81,088	$	90,623
Current portion of operating lease liability	45,316		43,880
Non-income related taxes	33,685		25,030
Deferred revenue and customer deposits	28,337		25,568
Current portion of warranty liability (Note 8)	23,387		23,523
Accrued freight	22,332		19,020
Accrued expenses	18,912		18,636
Accrued interest payable	17,704		3,633
Current portion of accrued claim costs relating to self-insurance programs	15,268		14,352
Accrued income taxes payable	8,937		16,237
Current portion of derivative liability (Note 17)	4,312		5,527
Legal claims provision	3,630		3,476
Current portion of restructuring accrual	60		171

Total accrued expenses and other current liabilities	$	302,968	$	289,676

The legal claims provision relates primarily to contingencies associated with the ongoing legal matters disclosed in Note 19 - Commitments and Contingencies.

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

Prior period balances in the table above have been reclassified to conform to current period presentation.

Current portion of warranty liability (Note 10)

Current portion of derivative liability (Note 20)

Current portion of restructuring accrual (Note 18)

Note ~~10.~~8. Warranty Liability

Warranty terms ~~range primarily~~vary from one year to lifetime on certain window and door components. Warranties are normally limited to ~~replacement~~servicing or ~~service of~~replacing defective components for the original customer. Product defects arising within six months of sale are classified as manufacturing defects and are not included in the current period expense below. Some warranties are transferable to subsequent owners and are either limited to ~~ten~~10 years from the date of manufacture or require pro-rata

payments from the customer. A provision for estimated warranty costs is recorded at the time of sale based on historical experience and weis periodically ~~adjust these provisions~~adjusted to reflect actual experience.

An analysis of our warranty liability is as follows:

The most significant component of our warranty liability is in the North America segment, which totaled ~~$40.6~~$46.4 million at ~~September 30, 2017~~March 26, 2022, after discounting future estimated cash flows at rates between ~~0.76%~~0.53% and 4.75%. Without discounting, the liability would have been higher by approximately ~~$3.3~~$2.4 million. During the second quarter of 2016, we recorded an out-of-period adjustment which increased our warranty expense and reserve by approximately $2.5 million. The current and long-term portions of the warranty liability are included in accrued expenses and other current liabilities, and deferred credits and other liabilities, respectively, in the accompanying unaudited consolidated balance sheets.

Note ~~11. Notes Payable and~~9. Long-Term Debt

As of September 30, 2017 and December 31, 2016, notes payable consisted of the following amounts which are included in notes payable and current maturities of long-term debt in the accompanying unaudited consolidated balance sheets:

~~As of September 30, 2017 and December 31, 2016, our~~Our long-term debt, net of original issue discount and unamortized debt issuance costs, consisted of the following:


	March 26, 2022	March 26, 2022		December 31, 2021
(amounts in thousands)	Interest Rate

Senior Secured Notes and Senior Notes	4.63% - 6.25%	$	1,050,000	$	1,050,000
Term loans	1.30% - 2.46%	547,570		547,598
Revolving credit facilities	1.49% - 1.71%	120,000		—
Finance leases and other financing arrangements	1.25% - 5.95%	91,468		97,874
Mortgage notes	1.65% - 2.15%	24,316		25,411

Total Debt		1,833,354		1,720,883
Unamortized debt issuance costs and original issue discounts		(13,927)		(14,626)
Current maturities of long-term debt		(36,395)		(38,561)
Long-term debt		$	1,783,032	$	1,667,696

Summaries of our significant changes to outstanding debt agreements as of March 26, 2022 are as follows:

Senior Secured Notes and Senior Notes

In May 2020, we issued $250.0 million of Senior Secured Notes bearing interest at 6.25% and maturing in May 2025 in a private placement for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The proceeds were net of fees and expenses associated with debt issuance, including an underwriting fee of 1.25%. Interest is payable semiannually, in arrears, each May and November.

In December 2017, we issued $800.0 million of unsecured Senior Notes in 2 tranches: $400.0 million bearing interest at 4.63% and maturing in December 2025, and $400.0 million bearing interest at 4.88% and maturing in December 2027 in a private placement for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

U.S. Facility - In December 2017, along with the issuance of the Senior Notes, we re-priced and amended the facility, which resulted in a principal balance of $440.0 million. These re-priced term loans were offered at par and bore interest at the rate of LIBOR (subject to a floor of 0.00%) plus a margin of 1.75% to 2.00%, determined by JWI’s corporate credit ratings. This amendment also modified other terms and provisions, including providing for additional covenant flexibility and additional capacity under the facility.

(amounts in thousands) September 30, 2017 Effective Interest Rate September 30, 2017 December 31, 2016
Revolving credit facility - $ —
$ 742
Term loan, net of original discount of $6,201 and $8,086, respectively 4.33% 1,221,162
1,603,551
Mortgage notes 1.15% 33,048
29,505
Installment notes 2.15% - 6.38% 11,273
5,880
Installment notes for stock 3.00% - 4.25% 2,017
3,260
Unamortized debt issuance costs (16,355 ) (23,108 )
1,251,145
1,619,830
Current maturities of long-term debt (16,787 ) (19,826 )
Long-term debt $ 1,234,358
$ 1,600,004

~~Subsequent~~In September 2019, we amended the Term Loan Facility to ~~our IPO, we prepaid $375.0~~provide for an incremental aggregate principal amount of $125.0 million and used the proceeds primarily to repay $115.0 million of outstanding ~~principal~~borrowings under ~~our Term Loan~~the ABL Facility. ~~As a result of this prepayment, we recorded interest expense due to the write-off of a portion of the unamortized debt issuance costs of approximately $6.1 million and a portion~~The proceeds were net of the original issue discount of ~~approximately $0.9~~0.5%, or $0.6 million, as well as $0.6 million in fees and expenses associated with the ~~Term Loan Facility.~~debt issuance. This amendment required that approximately $1.4 million of the aggregate principal amount be repaid quarterly until the maturity date.

~~On March 7, 2017,~~In July 2021, we amended ~~our~~the Term Loan Facility to, ~~reduce~~among other things, extend the ~~interest rate applicable~~maturity date from December 2024 to ~~the term loans outstanding under the credit agreement.~~July 2028 and provide additional covenant flexibility. Pursuant to the amendment, certain existing and new lenders ~~under~~advanced $550.0 million of replacement term loans, the credit agreement converted their 2016 Term Loans into Amended Term Loans in an aggregate amount, along with additional Amended Term Loans advanced by a replacement lender, of approximately $1.237 billion. The proceeds of ~~the Amended Term Loans advanced by the replacement lender~~which were used to prepay in full ~~all of~~ the ~~2016 Term Loans that were not converted into Amended Term Loans. Under~~amount outstanding under the ~~amendment, the rate at which Amended Term Loans~~existing term loans. The replacement term loans bear interest isat LIBOR (subject to a floor of ~~1.00%~~0.00%) plus a margin of ~~2.75%~~2.00% to ~~3.00%,~~2.25% depending on ~~our net leverage ratio.~~JWI’s corporate credit ratings. In addition, the amendment ~~removes~~also modifies certain other terms and provisions of the ~~cap on~~Term Loan Facility. Voluntary prepayments of the ~~amount~~replacement term loans are permitted at any time, in certain minimum principal amounts, but were subject to a 1.00% premium during the first six months. As a result of ~~cash used in the calculation~~this amendment, we recognized debt extinguishment costs of ~~net debt. We incurred $1.1~~$1.3 million, which included $1.0 million of unamortized debt issuance costs ~~related to~~and original discount fees. As of the ~~2017 term loan amendment, which is included as an offset to long-term debt in the accompanying unaudited consolidated balance sheets. Furthermore,~~date of the amendment, ~~requires that 0.25% (or $3.1 million) of~~ the ~~aggregate principal amount of the Amended Term Loans be repaid quarterly prior to the final maturity date, resulting in an~~ outstanding principal balance, net of original issue discount, was $548.6 million. As of ~~$1,221.2~~March 26, 2022, the outstanding principal balance, net of original issue discount, was $546.0 million.

In May 2020, we entered into interest rate swap agreements with a weighted average fixed rate of 0.395% paid against one-month LIBOR floored at 0.00% with outstanding notional amounts aggregating to $370.0 million corresponding to that amount of the debt outstanding under our Term Loan Facility. The interest rate swap agreements are designated as cash flow hedges of a portion of the interest obligations on ~~September 30, 2017.~~our Term Loan Facility borrowings and mature in December 2023. See Note 17 - Derivative Financial Instruments for additional information on our derivative assets and liabilities.

Australia Facility - In June 2019, we reallocated AUD 5.0 million from the term loan commitment to the interchangeable commitment of the Australia Senior Secured Credit Facility. The amended AUD 50.0 million floating rate term loan facility bore interest at a base rate of BBSY plus a margin ranging from 1.00% to 1.10%, included a line fee of 1.25% on the commitment amount, and was set to mature in February 2023. During the second quarter of 2021, we repaid the outstanding principal balance of AUD 50.0 million ($38.4 million) and terminated the term loan commitment.

Revolving Credit Facilities

ABL Facility - In July 2021, we amended the ABL Facility to, among other things, extend the maturity date from December 2022 to July 2026, increase the aggregate commitment to $500.0 million, amend the interest rate grid applicable to the loans thereunder, provide additional covenant flexibility, and conform certain terms and provisions to the Term Loan Facility. Pursuant to the amendment, the amount allocated to U.S. borrowers was increased to $465.0 million. The amount allocated to Canadian borrowers was maintained at $35.0 million. Borrowings under the ABL Facility bear, at the borrower’s option, interest at either a base rate plus a margin of 0.25% to 0.50% depending on excess availability or LIBOR plus a margin of 1.25% to 1.50% depending on excess availability. As of March 26, 2022, we had $120.0 million of outstanding borrowings, $36.4 million in letters of credit and $301.8 million available under the ABL Facility.

Australia Senior Secured Credit Facility -In June 2019, we amended the Australia Senior Secured Credit Facility, reallocating availability from the Australia Term Loan Facility and collapsing the floating rate revolving loan facility into an AUD 35.0 million interchangeable facility to be used for guarantees, asset financing, and loans of twelve months or less. The interchangeable facility no longer has a set maturity date but is instead subject to an annual review.

In May 2020, we amended the Australia Senior Secured Credit Facility to relax certain financial covenants. The amended non-term loan portion of the facility bore line fees of 0.70%, compared to line fees of 0.50% under the previous amendment. The amendment also provided for a supplemental AUD 30.0 million floating rate revolving loan facility.

In December 2021, we amended the Australia Senior Secured Credit Facility to reinstate maintenance financial covenant ratios to pre-pandemic thresholds and renew the facility through the next annual review, which will occur in June 2022. The amended facility includes line fees of 0.50%, compared to line fees of 0.70% under the previous amendment. As of March 26, 2022, we had AUD 23.0 million ($17.3 million) available under this facility.

The ~~Amended Term Loans are~~Australia Senior Secured Credit Facility is secured by guarantees of JWA and its subsidiaries, fixed and floating charges on the ~~same collateral~~assets of JWA group, and ~~guaranteed~~mortgages on certain real properties owned by the ~~same guarantors as~~JWA group. The combined agreement requires that JWA maintain certain financial ratios, including a minimum consolidated interest coverage ratio and a maximum consolidated debt to EBITDA ratio. The agreement limits dividends and repayments of intercompany loans where the ~~2016 Term Loans. The~~JWA group is the borrower and limits loans or other ~~terms of the Amended Term Loans are also generally the same as the terms of the 2016 Term Loans including maturity and payment terms.~~

financial accommodations to non-obligor entities.

At ~~September 30, 2017,~~March 26, 2022, we had combined borrowing availability of ~~$299.3~~$319.1 million under our revolving credit facilities.

Mortgage Notes – In December 2007, we entered into thirty-year mortgage notes secured by land and buildings with principal payments which began in 2018. As of ~~September 30, 2017~~March 26, 2022, we had DKK164.3 million ($24.3 million) outstanding under these notes.

Finance leases and ~~December 31, 2016,~~other financing arrangements–In addition to finance leases, we include insurance premium financing arrangements and loans secured by equipment in this category. As of March 26, 2022, we had $91.5 million outstanding in this category, with maturities ranging from 2022 to 2028.

As of March 26, 2022, we were in compliance with the terms of all of our ~~Credit Facilities.~~credit facilities and the indentures governing the Senior Notes and Senior Secured Notes.

Note ~~12.~~10. Income Taxes

The Company previously completed its accounting for the income tax effects of the Tax Act. We have considered ongoing developments released through the date hereof and determined that they have no material impact on our tax accounts for the three months ended March 26, 2022. Final guidance, once issued, may materially affect our conclusions regarding the net related effects of the Tax Act on our unaudited consolidated financial statements. Until then, management will continue to monitor and work with its tax advisors to interpret any guidance issued.

The effective income tax rate for continuing operations was ~~20.6%~~26.3% and ~~24.5%~~28.9% for the three ~~and nine~~ months ended ~~September 30, 2017, respectively compared to 22.1%~~March 26, 2022 and ~~(0.1)% for the three and nine months ended September 24, 2016,~~March 27, 2021, respectively. In accordance with ASC 740-270, we recorded a tax benefit of $0.2 million and a tax expense of ~~$13.0~~$10.4 million ~~and $33.0 million~~ from ~~continuing~~ operations in the three ~~and nine~~ months ended ~~September 30, 2017,~~March 26, 2022 and March 27, 2021, respectively, ~~compared to a tax expense of $13.5 million and benefit of $0.1 million for the corresponding periods ended September 24, 2016,~~ by applying an estimated annual effective tax rate to our year-to-date income for includable entities during the respective periods. Our estimated annual effective tax rate for both years includes the impact of the tax on GILTI. The application of the estimated annual effective tax rate in interim periods may result in a significant variation in the customary relationship between income tax expense and pretax accounting income due to the seasonality of our global business. Entities ~~which~~that are currently generating losses and for which there is a full valuation allowance are excluded from the worldwide effective tax rate calculation and are calculated separately.

The impact of significant discrete items is separately recognized in the quarter in which they occur. ~~The~~Discrete tax ~~benefit related to discrete~~ items ~~included~~recorded in the tax provision for continuing operations for the three and nine months ended September 30, 2017 was $2.7 million and $4.0 million, respectively, compared to a tax expense of $0.7 million and tax benefit of $24.1 million for the three and nine months ended September 24, 2016, respectively. The discrete amounts for the three and nine months ended September 30, 2017 were comprised primarily of $2.7 million of tax benefit attributable to the tax effect of deductions in excess of share-based compensation cost, and $1.9 million of tax benefit attributable to Latvia tax reform, offset by tax expense of $1.5 million attributable to current period interest expense on uncertain tax positions and return-to-provision adjustments for certain foreign subsidiaries. The discrete expense amounts for the three months ended ~~September 24, 2016~~March 26, 2022 and March 27, 2021 were ~~comprised primarily of~~insignificant to the tax (benefit) expense of $1.8 million attributable to current period interest expense on uncertain tax positions, return-to-provision adjustments for certain foreign subsidiaries and withholding tax on dividends, offset by $1.1 million attributed to changerecorded in ~~valuation allowance. The discrete benefit amounts for~~ the nine months ended September 24, 2016 were comprised of a net release of our valuation allowance of $26.3 million for our UK subsidiary offset by current period interest expense on uncertain tax positions and return-to-provision adjustments for certain foreign subsidiaries.

Under ASC 740-10, we provide for uncertain tax positions and the related interest expense by adjusting unrecognized tax benefits and accrued interest accordingly. We recognize potential interest and penalties related to unrecognized tax benefits in income tax expense. We had unrecognized tax benefits without regard to accrued interest of ~~$12.7~~$24.8 million and ~~$11.6~~$26.8 million as of ~~September 30, 2017~~March 26, 2022 and December 31, ~~2016,~~2021, respectively.

The Company continually evaluates its global cash needs and has historically asserted that most of its unremitted foreign earnings are permanently reinvested and did not record deferred taxes on such amounts. During the third quarter of 2021, the Company determined that it could no longer make this assertion as cash from foreign subsidiaries may be remitted in the foreseeable future. As a result, the Company removed its indefinite reinvestment assertion on a majority of unremitted earnings and certain other aspects of outside basis differences in its foreign subsidiaries and has recorded the deferred tax impacts in the period to account for potential withholdings and income taxes. The Company continues to make an indefinite reinvestment assertion on other aspects of the outside basis differences in foreign subsidiaries that would attract a significant cost of capital.

Note ~~13.~~11. Segment Information

We report our segment information in the same way management internally organizes the business in assessing performance and making decisions regarding allocation of resources in accordance with ASC 280-10- Segment Reporting. We determined that we have ~~three~~3 reportable segments, organized and managed principally by geographic region. Our reportable segments are North America, Europe, and Australasia. We report all other business activities in Corporate and unallocated costs. Factors considered in determining the ~~three~~3 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 ~~presented to~~regularly reviewed by the CODM. Management reviews net revenues and Adjusted EBITDA ~~(as defined below)~~ to evaluate segment performance and allocate resources. We define Adjusted EBITDA as net income (loss), as adjusted for the following items: ~~income (loss)~~loss from ~~discontinued operations, net of tax; gain (loss) on sale of~~ discontinued operations, net of tax; equity earnings ~~(loss)~~ of non-consolidated entities; income tax ~~expense~~ (benefit); expense; depreciation and ~~intangible~~ amortization; interest expense, net; impairment and restructuring charges; gain on previously held shares of equity investment; (gain) loss on sale of property and equipment; share-based compensation expense; non-cash foreign exchange transaction/translation (income) loss; other ~~non-cash~~ items; other non-cash items; and costs related to debt restructuring and debt refinancing.

The following tables set forth certain information relating to our segments’ operations. We revised total net revenues and elimination of intersegment net revenues for our North America and Australasia segments to eliminate an inconsistency in the presentation of intersegment net revenues to properly reflect only sales between segments for all of our segments. There are no changes to net revenues from external customers by segment or in total. These corrections were not material to the prior periods presented.operations:


(amounts in thousands)	North America		Europe		Australasia		Total Operating Segments		Corporate and Unallocated Costs		Total Consolidated
Three Months Ended March 26, 2022
Total net revenues	$	722,571	$	323,306	$	130,433	$	1,176,310	$	—	$	1,176,310
Intersegment net revenues	(228)		(34)		(5,026)		(5,288)		—		(5,288)
Net revenues from external customers	$	722,343	$	323,272	$	125,407	$	1,171,022	$	—	$	1,171,022

Impairment and restructuring charges	—		—		22		22		(21)		1
Adjusted EBITDA	67,085		14,698		10,372		92,155		(11,906)		80,249


Three Months Ended March 27, 2021
Total net revenues	$	639,735	$	321,388	$	135,968	$	1,097,091	$	—	$	1,097,091
Intersegment net revenues	(120)		(873)		(3,715)		(4,708)		—		(4,708)
Net revenues from external customers	$	639,615	$	320,515	$	132,253	$	1,092,383	$	—	$	1,092,383

Impairment and restructuring charges	13		895		40		948		(21)		927
Adjusted EBITDA	79,793		28,794		13,199		121,786		(23,875)		97,911

Reconciliations of net income to Adjusted EBITDA are as follows:


	Three Months Ended
(amounts in thousands)	March 26, 2022		March 27, 2021
Net (loss) income	$	(528)	$	25,485



Income tax (benefit) expense	(188)		10,359
Depreciation and amortization	32,565		34,210
Interest expense, net	18,354		18,455
Impairment and restructuring charges	1		927

Loss (gain) on sale of property and equipment	134		(876)
Share-based compensation expense	9,664		6,855
Non-cash foreign exchange transaction/translation loss (income)	6,218		(11,496)
Other items (1)	14,029		13,992


Adjusted EBITDA	$	80,249	$	97,911

Three Months Ended Nine Months Ended
(amounts in thousands) September 30, 2017 September 24, 2016 September 30, 2017 September 24, 2016
Net income $ 51,275
$ 46,084
$ 104,481
$ 119,019
Loss from discontinued operations, net of tax —
2,741
—
2,845
Equity earnings of non-consolidated entities (1,075 ) (1,198 ) (2,629 ) (2,450 )
Income tax expense (benefit) 13,042
13,477
32,997
(139 )
Depreciation and intangible amortization 27,551
25,469
80,603
77,518
Interest expense, net ^(a)
17,200
18,547
61,639
53,725
Impairment and restructuring charges ^(b)
2,262
3,944
4,019
12,122
(Gain) loss on sale of property and equipment (105 ) 73
(182 ) (3,270 )
Stock-based compensation expense 5,057
5,137
15,840
15,754
Non-cash foreign exchange transaction/translation (income) loss (1,805 ) 401
5,309
7,168
Other non-cash items ^(c)
549
60
534
3,087
Other items^(d)
14,261
3,270
31,602
6,519
Costs relating to debt restructuring and debt refinancing^(e)
4
1
292
11
Adjusted EBITDA $ 128,216
$ 118,006
$ 334,505
$ 291,909
(1)Other non-recurring items not core to ongoing business activity include: (i) in the three months ended March 26, 2022 (1) $6,851 in expenses related to fire damage and downtime at one of our facilities, (2) $5,042 in legal costs and professional expenses, and 3) $1,898 in compensation and non-income taxes associated with exercises of legacy equity awards; (ii) in the three months ended March 27, 2021 (1) $13,755 in legal costs and professional expenses relating primarily to litigation.

~~Interest expense for the nine months ended September 30, 2017 includes~~ ~~$7,002~~ ~~related to the write-off of a portion of the unamortized debt issuance costs and original issue discount associated with the Term Loan Facility.~~

Impairment and restructuring charges, in the nine months ended September 24, 2016, include charges relating to inventory and/or manufacturing of our products that are included in cost of sales in the accompanying unaudited consolidated statements of operations. See Note 18- ~~Impairment and Restructuring Charges~~ ~~included elsewhere in this Form 10-Q.~~

Note ~~14. Series A Convertible Preferred Shares~~

Prior to the IPO, we had the authority to issue up to 8,750,000 shares of preferred stock, par value of $0.01, of which 8,749,999 shares were designated as Series A Convertible Preferred Stock and one share was designated as Series B Preferred Stock. Series A Convertible Preferred Stock consisted of 2,922,634 shares of Series A-1 Stock, 208,760 shares of Series A-2 Stock, 843,132 shares of Series A-3 Stock, and 4,775,473 shares of Series A-4 Stock. At December 31, 2016, all of the authorized shares of Series A-1, Series A-2, and Series A-3 Stock and one Series B Stock were issued and outstanding.

Immediately prior to the closing of our IPO, the outstanding shares and accumulated and unpaid dividends of the Series A Convertible Preferred Stock converted into 64,211,172 common shares by applying the applicable conversion rates as prescribed in our then-existing certificate of incorporation.

~~Note 15.~~12. Capital Stock

On February 1, 2017, immediately prior to the closing of the IPO, the Company filed its Charter with the Secretary of State of the State of Delaware, and the Company’s Bylaws became effective, each as contemplated by the registration statement we filed as part of our IPO. The Charter, among other things, provides that the Company’s authorized capital stock consists of 900,000,000 shares of common stock, par value $0.01 per share and 90,000,000 shares of preferred stock, par value $0.01 per share.

Preferred Stock - Our Board of Directors is authorized to issue Preferred Stock from time to time in one or more series and with such rights, privileges, and preferences as the Board of Directors shall from time to time determine. We have not issued any shares of ~~preferred stock.~~Preferred Stock.

Common Stock - As of December 31, 2016, we were governed by our pre-IPO charter, which provided the authority to issue 22,810,000 shares of common stock, with a par value of $0.01 per share, of which 22,379,800 shares were designated common stock and 430,200 shares were designated as Class B-1 Common Stock. On January 3, 2017, our pre-IPO charter was amended authorizing us to issue 904,732,200 shares of common stock, with a par value of $0.01 per share, of which 900,000,000 shares were designated common stock and 4,732,200 shares were designated as Class B-1 Common Stock. Each share of common stock (whether common stock or Class B-1 Common Stock) had the same rights, privileges, interest and attributes and was subject to the same limitations as every other share treating the Class B-1 Common Stock on an as-converted basis. Each share of Class B-1 Common Stock was convertible at the option of the holder into shares of common stock at the same ratio on the date of conversion as a share of Series A-1 Stock would have been convertible on such date of conversion, assuming that no cash dividends had been paid on the Series A-1 Stock (or its predecessor security) since the date of initial issuance. Immediately prior to the closing of our IPO, all of the outstanding shares of Class B-1 Common Stock were converted into 309,404 shares of common stock.

~~Common stock~~ includes the basis of shares outstanding plus amounts recorded as additional paid-in capital. Shares outstanding exclude the shares issued to the Employee Benefit Trust that are considered similar to treasury shares and total 193,941 shares at both ~~September 30, 2017~~March 26, 2022 and December 31, ~~2016~~2021 with a total original issuance value of $12.4 million.

We record share repurchases on their trade date and reduce shareholders’ equity and increase accounts payable. Repurchased shares are retired, and the excess of the repurchase price over the par value of the shares is charged to retained earnings.

On ~~February 1, 2017,~~July 27, 2021, the Board of Directors increased to the remaining authorization to a total of $400.0 million with no expiration date. As of March 26, 2022, $90.8 million was remaining under the repurchase program. During the three

months ended March 26, 2022 and March 27, 2021, we ~~closed~~repurchased 1,777,266 and 809,884 shares of our ~~IPO~~Common Stock, respectively, at an average price of $23.26 and received $480.3 million in proceeds, net of underwriting discounts and commissions. Costs associated with our initial public offering of $7.9 million, including $5.9 million of capitalized costs included in “other assets” as of December 31, 2016 in the accompanying unaudited consolidated balance sheets, were charged to equity upon completion of the IPO.$28.58, respectively.

Note ~~16.~~13. Earnings ~~(Loss)~~ Per Share

Basic earnings per share is calculated by dividing net earnings attributable to common shareholders by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Diluted net earnings per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common share equivalents outstanding for the period, determined using the treasury-stock method. Series A Stock, common stock options, Class B-1 Common Stock options, and unvested Common Restricted Stock Units are considered to be common stock equivalents included in the calculation of diluted net income (loss) per share.

The basic and diluted income ~~(loss)~~ per share calculations ~~for~~were determined based on the following share data:


	Three Months Ended
	March 26, 2022	March 27, 2021







Weighted average outstanding shares of Common Stock basic	89,802,974	100,494,883


Restricted stock units, performance share units, and options to purchase Common Stock	—	2,147,557
Weighted average outstanding shares of Common Stock diluted	89,802,974	102,642,440

For the three ~~and~~ ~~nine~~months ended ~~September 30, 2017 and September 24, 2016 are presented below (in thousands, except share and~~March 26, 2022, we had net losses from operations. As a result, no potentially dilutive securities were included in the denominator for computing diluted loss per share ~~amounts).~~

~~Prior to its conversion, our Class B-1 Common Stock was considered a participating security~~ as defined by ASC 260. However, because the effect of utilizing the two-class method to allocate earnings to Class B-1 Common Stock outstanding on an as-converted basis had an immaterial effect on the income (loss) per share, we have elected to forgo the two-class method and separate presentation of income (loss) per share for each participating class of common stock.

their inclusion would be antidilutive.

The following table provides the securities that could potentially dilute basic earnings per share in the future but were not included in the computation of diluted ~~earnings~~income per share ~~because~~as their inclusion would be anti-dilutive:


	Three Months Ended
	March 26, 2022	March 27, 2021

Common Stock options	1,668,613	1,024,415

Restricted stock units	1,086,958	222,174
Performance share units	390,084	63,601

Back to ~~do so would have been anti-dilutive:~~

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Three Months Ended Nine Months Ended
September 30, 2017 September 24, 2016 September 30, 2017 September 24, 2016
Series A Convertible Preferred Stock —
—
—
43,719,775
Common Stock options 596,916
708,411
587,893
1,057,661

Note ~~17.~~14. Stock Compensation

~~Prior to the IPO,~~The activity under our ~~Amended and Restated Stock Incentive Plan, the “Stock Incentive Plan”, allowed us to offer common options, B-1 common options and common RSUs~~incentive plans for the benefit of our employees, affiliate employees and key non-employees. Under the Stock Incentive Plan, we could award up to an aggregate of 2,761,000 common shares and 4,732,200 B-1 common shares. The Stock Incentive Plan provided for accelerated vesting of awards upon the occurrence of certain events. Through December 31, 2016, we issued 5,156,976 options and 385,220 RSUs under the Stock Incentive Plan.

In connection with our IPO, the Board adopted and our shareholders approved the JELD-WEN Holding, Inc. 2017 Omnibus Equity Plan, the “Omnibus Equity Plan”. Under the Omnibus Equity Plan, equity awards may be made in respect of 7,500,000 shares of our common stock. Under the Omnibus Equity Plan, awards may be grantedperiods presented are reflected in the ~~form of options, RSUs, stock appreciation rights, dividend equivalent rights, share awards and performance-based awards (including performance share units and performance-based restricted stock).~~following tables:


	Three Months Ended
	March 26, 2022			March 27, 2021
	Shares	Weighted Average Exercise Price Per Share		Shares	Weighted Average Exercise Price Per Share
Options granted	310,554	$	24.17	309,902	$	29.01
Options canceled	37,770	$	28.57	12,426	$	23.66
Options exercised	66,946	$	12.55	89,062	$	14.10

	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
RSUs granted	845,395	$	24.18	582,919	$	29.01

PSUs granted	158,587	$	29.24	165,749	$	30.70

Nine Months Ended
September 30, 2017 September 24, 2016
Shares Weighted Average Exercise Price Per Share Shares Weighted Average Exercise Price Per Share
Options granted 505,122
$ 27.78
367,400
$ 37.13
Options canceled 162,937
13.79
278,784
16.90
Options exercised 1,020,779
12.84
97,526
18.48

Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value
RSUs granted - non-employee directors 23,245
$ 31.22
—
$ —
RSUs granted - employee 339,097
28.66
27,500
28.14

~~Our stock-based~~Stock-based compensation expense was ~~$5.1~~$9.7 million and ~~$15.8~~$6.9 million for the three ~~and nine~~ months ended ~~September 30, 2017, respectively~~March 26, 2022 and ~~$5.1 million and $15.8 million in the corresponding periods ended September 24, 2016.~~March 27, 2021, respectively. As of ~~September 30, 2017, there was $28.9~~March 26, 2022, we had $33.9 million of total unrecognized compensation expense related to non-vested share-based compensation arrangements. This cost is expected to be recognized over the remaining weighted-average vesting period of ~~1.6~~1.69 years.

~~Note 18. Impairment and Restructuring Charges~~

Closure costs and impairment charges for operations not qualifying as discontinued operations are classified as impairment and restructuring charges in our unaudited consolidated statements of operations.

In the third quarter of 2017, we incurred impairment and restructuring costs of $2.3 million, primarily related to administrative restructuring in the U.S. and ongoing restructuring costs in our Europe segment. In the third quarter of 2016, we incurred impairment and restructuring costs of $3.9 million, including $1.0 million impairment on a held-for-sale building in Europe and ongoing personnel restructuring, primarily in Europe.

Note 15. Held for Sale

During 2021, the Company ceased the appeal process for its litigation with Steves & Sons, Inc. (“Steves”) further described in Note 19 - Commitments and Contingencies. As a result, we are required to divest the Company’s Towanda, PA operations (“Towanda”). As of March 26, 2022 and December 31, 2021, the assets and liabilities associated with the sale of Towanda qualify as held for sale. Since the Company will continue manufacturing door skins for its internal needs, the divestiture decision did not represent a strategic shift thereby precluding the divestiture as qualifying as a discontinued operation.

The assets and liabilities included within the summary below are expected to be disposed of within the next twelve months and are included in assets held for sale and liabilities held for sale in the accompanying balance sheet. The results of Towanda will continue to be reported within our North America operations until the divestiture is finalized.

In ~~the second quarter~~addition, we have immaterial assets held for sale at points in time, primarily relating to property, plant and equipment from restructuring efforts, which have been classified as held for sale as of ~~2017, we incurred impairment~~March 26, 2022 and restructuring costs of $0.6 million, primarily related to ongoing restructuring costs in our Europe segment. In the second quarter of 2016, we incurred impairment and restructuring costs of $2.1 million, including $1.1 million of restructuring costs in Europe related to the closure of a manufacturing plant in Sweden and restructuring of corporate personnel.December 31, 2021.


(amounts in thousands)	March 26, 2022		December 31, 2021
Assets
Inventory	$	15,922	$	15,520
Other current assets	227		105
Property and equipment	37,292		35,870
Intangible assets	1,471		1,471
Goodwill	65,000		65,000
Operating lease assets	1,340		1,458
Assets held for sale	$	121,252	$	119,424

Liabilities
Accrued payroll and benefits	892		$	907
Accrued expenses and other current liabilities	3,005		3,945
Current maturities of long term debt	8		10
Long-term debt	1		2
Operating lease liability	877		1,004
Liabilities held for sale	$	4,783	$	5,868

In the first quarter of 2017, we incurred impairment and restructuring costs of $1.2 million, primarily related to ongoing restructuring costs in our Europe segment. In the first quarter of 2016, we incurred impairment and restructuring costs of $3.0 million, primarily related to ongoing global personnel restructuring.

Note 16. Other Income

The table below summarizes the amounts included ~~in impairment and restructuring charges in the accompanying unaudited consolidated statements of operations:~~

Three Months Ended Nine Months Ended
(amounts in thousands) September 30, 2017 September 24, 2016 September 30, 2017 September 24, 2016
Impairments $ 216
$ 1,041
$ 216
$ 1,936
Restructuring charges, net of fair value adjustment gains 2,046
2,904
3,802
7,109
Total impairment and restructuring charges $ 2,262
$ 3,945
$ 4,018
$ 9,045

Short-term restructuring accruals are recorded in accrued expenses and totaled $2.2 million and $1.5 million as of September 30, 2017 and December 31, 2016, respectively. Long-term restructuring accruals are recorded in deferred credits and other liabilities and totaled $2.9 million and $3.6 million as of September 30, 2017 and December 31, 2016, respectively.

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

(amounts in thousands)
Beginning
Accrual
Balance

Additions
Charged to
Expense

Payments
or
Utilization

Ending
Accrual
Balance
September 30, 2017
Severance and sales restructuring costs $ 836
$ 3,136
$ (1,778 ) $ 2,194
Disposal of property and equipment —
147
(147 ) —
Lease obligations and other 4,183
519
(1,805 ) 2,897
$ 5,019
$ 3,802
$ (3,730 ) $ 5,091
September 24, 2016
Severance and sales restructuring costs $ 5,424
$ 6,012
$ (9,233 ) $ 2,203
Disposal of property and equipment —
(71 ) 71
—
Lease obligations and other 3,083
1,168
(1,587 ) 2,664
$ 8,507
$ 7,109
$ (10,749 ) $ 4,867

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~~Note 19. Other (Income) Expense~~

Three Months Ended Nine Months Ended
(amounts in thousands) September 30, 2017 September 24, 2016 September 30, 2017 September 24, 2016
Foreign currency losses $ 5,148
$ 1,051
$ 13,897
$ 5,942
Legal settlement income (1,301 ) (8,186 ) (1,332 ) (9,646 )
(Gain) loss on sale of property and equipment (13 ) 162
93
(3,054 )
Settlement of Contract Escrow —
—
(2,247 ) —
Other items (941 ) (758 ) (2,154 ) (2,202 )
$ 2,893
$ (7,731 ) $ 8,257
$ (8,960 )

In July 2016, we entered into a confidential settlement agreement on a commercial matter in our North America segment that originated in 2011, pursuant to which we received $8.4 million. We recorded the gain associated with this settlement in other income in the accompanying unaudited consolidated statements of ~~operations.~~operations:


	Three Months Ended
(amounts in thousands)	March 26, 2022		March 27, 2021
Foreign currency losses (gains)	$	1,711	$	(9,233)


Recovery of cost from interest received on impaired notes	(7,027)		—
Pension income	(1,427)		(36)



Loss (gain) on sale or disposal of property and equipment	134		(946)
Governmental pandemic assistance reimbursement	(65)		(265)
Other items	(663)		(361)


Total other income	$	(7,337)	$	(10,841)

Note ~~20.~~17. Derivative Financial Instruments

All derivatives are recorded as assets or liabilities in the unaudited consolidated balance sheets at their respective fair values. For derivatives that qualify for hedge accounting, changes in the fair value related to the effective portion of the hedge are recognized in earnings at the same time as either the change in fair value of the underlying hedged item or the effect of the hedged item’s exposure to the variability of cash flows. Changes in fair value related to the ineffective portion of the hedge are recognized immediately in earnings. Changes in the fair value of derivatives that do not qualify for hedge accounting, or fail to meet the criteria thereafter, are also recognized in the unaudited consolidated statements of operations.

Foreign currency derivatives – We are exposed to the impact of foreign currency fluctuations in certain countries in which we operate. In most of these countries, the exposure to foreign currency movements is limited because the operating revenues and expenses of our business units are substantially denominated in the local currency. To the extent borrowings, sales, purchases, or other transactions are not executed in the local currency of the operating unit, we are exposed to foreign currency risk. ~~In order to~~To mitigate the exposure, we may enter into a variety of foreign currency derivative contracts, such as forward contracts, option collars, and cross-currency ~~swaps. We use foreign currency derivative contracts, with a total notional amount of $103.3 million, in order to~~hedges. To manage the effect of exchange fluctuations on forecasted sales, purchases, acquisitions, inventory, ~~and~~ capital expenditures, and certain intercompany transactions that are denominated in foreign ~~currencies. We use~~currencies, we have foreign currency derivative contracts with a total notional amount of ~~$75.8~~$100.5 million. We have foreign currency derivative contracts, with a total notional amount of $366.7 million, to hedge the effects of translation gains and losses on intercompany ~~loans~~loan principal and interest. ~~We also use foreign currency derivative contracts, with a total notional amount of $146.7 million, to~~To mitigate the impact to the consolidated earnings of the Company from the effect of the translation of certain subsidiaries’ local currency results into U.S. ~~dollars.~~dollars, we have foreign currency derivative contracts with a total notional amount of $93.8 million. We do not use derivative financial instruments for trading or speculative purposes. ~~Hedge~~We have not elected hedge accounting ~~has not been elected~~ for any foreign currency derivative contracts. We record mark-to-market changes in the values of these derivatives in other ~~(expense)~~ income. We recorded mark-to-market losses of ~~$0.3~~$1.3 million and ~~$12.1~~gains of $3.8 million in the three ~~and nine~~ months ended ~~September 30, 2017, respectively~~March 26, 2022 and ~~$0.7 million and $9.2 million in the corresponding periods ended September 24, 2016.~~March 27, 2021, respectively.

Interest rate ~~swap~~ derivatives – We are exposed to interest rate risk in connection with our variable rate long-term ~~debt. During the fourth quarter of 2014,~~debt and partially mitigate this risk through interest rate derivatives such as swaps and caps. In May 2020, we entered into interest rate swap agreements to manage this risk. ~~These~~The interest rate swaps have outstanding notional amounts aggregating to $370.0 million and mature in ~~September 2019~~December 2023 with ~~half~~a weighted average fixed rate of the $488.3 million amortized aggregate notional amount having become effective in September 2015, and the other half having become effective in September 2016. On July 1, 2015, we amended our $775.0 million Term Loan Facility, and we received an additional $480.0 million in long-term borrowings. In conjunction with the issuance of the Incremental Term Loan debt, we entered into additional interest rate swap agreements to manage our increased exposure to the interest rate risk associated with variable rate long-term debt. The additional interest rate swaps mature in September 2019 with half of the $426.0 million aggregate notional amount having become effective in June 2016 and the other half having become effective in December 2016.

~~Back to top~~

0.395% swapped against one-month USD LIBOR floored at 0.00%. The interest rate swap agreements are designated as cash flow hedges and effectively ~~change~~fix the ~~LIBOR-based~~interest rate on a corresponding portion of the ~~interest rate (or “base rate”) on a portion of the~~aggregate debt outstanding under our Term Loan ~~Facility to the weighted average fixed rates per the time frames below:~~Facility.

Period
Notional ⁽¹⁾
Weighted Average Rate
(amounts in thousands)
December 2015 - June 2016 $273,000 1.997%
June 2016 - September 2016 $486,000 2.054%
September 2016 - December 2016 $759,000 2.161%
December 2016 - December 2017 $914,250 2.188%
December 2017 - December 2018 $825,000 2.190%
December 2018 - September 2019 $707,250 2.192%


~~(1)~~	~~Aggregate notional amounts in effect during the period shown.~~

~~The cumulative pre-tax mark-to-market loss~~No portion of ~~$7.5 million relating to~~ these interest rate contracts ~~was~~were deemed ineffective during the three months ended March 26, 2022. We recorded pre-tax mark-to-market gainsof $8.9 million and $1.1 million during the three months ended March 26, 2022 and March 27, 2021, respectively, in ~~consolidated~~other comprehensive income. We reclassified losses of $0.2 million previously recorded in other comprehensive income ~~(loss) at September 30, 2017 as no portion was deemed ineffective. We recorded $2.1 million and $7.2 million of~~to interest expense ~~deriving from the interest rate swaps that were in effect~~ during the three ~~and nine~~ months ended ~~September 30, 2017, respectively,~~March 26, 2022 and ~~$1.3~~March 27, 2021, respectively.

As of March 26, 2022, approximately $5.2 million ~~and $2.6 million in~~is expected to be reclassified to interest income over the ~~corresponding periods ended September 24, 2016.~~

next twelve months.

The derivative agreements ~~with our counterparties~~each contain a provision ~~where~~whereby we could be declared in default on our derivative obligations if we either default or, in certain cases, are capable of being declared in default onof any of our indebtedness greater than specified thresholds. These agreements also contain a provision where we could be declared in default subsequent to a merger or restructuring type event if the creditworthiness of the resulting entity is materially weaker.

The fair values of derivative instruments held ~~as of September 30, 2017 and December 31, 2016~~ are as follows:


	Derivative assets
(amounts in thousands)	Balance Sheet Location	March 26, 2022		December 31, 2021
Derivatives designated as hedging instruments:
Interest rate contracts	Other current assets	$	4,595	$	263
Interest rate contracts	Other assets	$	7,795	$	3,036
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Other current assets	$	3,829	$	6,297

Derivatives liabilities

(amounts in thousands)

Balance Sheet Location

March 26, 2022

December 31, 2021

Derivatives not designated as hedging instruments:

Foreign currency forward contracts

Accrued expenses and other current liabilities

4,312

5,527

Asset derivatives
(amounts in thousands) Balance Sheet Location September 30, 2017 December 31, 2016
Derivatives not designated as hedging instruments:
Foreign currency forward contracts Other current assets $ 1,996
$ 6,309

Liability derivatives
Balance Sheet Location September 30, 2017 December 31, 2016
Derivatives designated as hedging instruments:
Interest rate contracts Accrued expenses and other current liabilities $ 5,409
$ 9,050
Deferred credits and other liabilities $ 2,123
$ 3,878
Derivatives not designated as hedging instruments:
Foreign currency forward contracts Accrued expenses and other current liabilities $ 8,475
$ 691

~~Note 21. Fair Value Measurements~~

We record financial assets and liabilities at fair value based on FASB guidance related to Fair Value Measurements. The guidance requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.

~~A valuation hierarchy consisting of three levels was established based on observable and non-observable inputs. The three levels of inputs are:~~

~~Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.~~

Level 2 – Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-driven valuations whose significant inputs are observable or whose significant value drivers are observable.

~~Level 3 – Significant inputs to the valuation model that are unobservable.~~

~~The recorded fair values of these instruments were as follows:~~

September 30, 2017
(amounts in thousands) Level 1 Level 2 Level 3
Total
Fair Value
Cash equivalents $ —
$ 72,928
$ —
$ 72,928
Derivative assets, recorded in other current assets —
1,996
—
1,996
Derivative liabilities, recorded in accrued expenses and deferred credits —
(16,006 ) —
(16,006 )
Total $ —
$ 58,918
$ —
$ 58,918

December 31, 2016
(amounts in thousands) Level 1 Level 2 Level 3 Total Fair Value
Cash equivalents $ —
$ 6,059
$ —
$ 6,059
Derivative assets, recorded in other current assets —
6,309
—
6,309
Derivative liabilities, recorded in accrued expenses and deferred credits —
(13,619 ) —
(13,619 )
Total $ —
$ (1,251 ) $ —
$ (1,251 )

Derivative assets and liabilities reported in level 2 include foreign currency contracts and interest rate swaps. The fair values of the foreign currency contracts were determined using counterparty quotes based on prevailing market data and derived from their internal, proprietary model-driven valuation techniques. The fair values of the interest rate swaps are based on models using observable inputs such as relevant published interest rates.

There were no non-financial assets and liabilities that are measured at fair value on a non-recurring basis as of September 30, 2017. The non-financial assets that are measured at fair value on a non-recurring basis as of December 31, 2016 are presented below.

December 31, 2016
(amounts in thousands) Level 1 Level 2 Level 3 Fair Value Total Losses
Closed operations $ —
$ —
$ 1,445
$ 1,445
$ 1,602
Total $ —
$ —
$ 1,445
$ 1,445
$ 1,602

~~The valuation methodologies for the level 3 items are based primarily on internal cash flow projections.~~

Note ~~22.~~18. Fair Value of Financial Instruments

~~As part of our normal business activities we invest in~~We record financial assets and incur financial liabilities. Our recorded financial instruments consist primarily of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, notes receivable, notes payable andliabilities at fair value based on FASB guidance related to fair value measurements. The guidance requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Three levels of ~~derivative instruments.~~ inputs may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Quoted market-based inputs or unobservable inputs that are corroborated by market data.

Level 3 – Unobservable inputs that are not corroborated by market data.

The recorded carrying amounts and fair values of these ~~financial~~ instruments ~~approximate their recorded values~~were as follows:


	March 26, 2022
(amounts in thousands)	Carrying Amount		Total Fair Value		Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	5,110	$	5,110	$	—	$	5,110	$	—
Derivative assets, recorded in other current assets	8,424		8,424		—		8,424		—
Derivative assets, recorded in other assets	7,795		7,795		—		7,795		—








Liabilities:
Debt, recorded in long-term debt and current maturities of long-term debt	$	1,833,354	$	1,815,295	$	—	$	1,815,295	$	—


Derivative liabilities, recorded in accrued expenses and other current liabilities	4,312		4,312		—		4,312		—


	December 31, 2021
(amounts in thousands)	Carrying Amount		Total Fair Value		Level 1		Level 2		Level 3
Assets:
Cash equivalents	$	33,143	$	33,143	$	—	$	33,143	$	—
Derivative assets, recorded in other current assets	6,560		6,560		—		6,560		—









Liabilities:
Debt, recorded in long-term debt and current maturities of long-term debt	$	1,720,883	$	1,751,353	$	—	$	1,751,353	$	—
Derivative liabilities, recorded in accrued expenses and other current assets	5,527		5,527		—		5,527		—
Derivative liabilities, recorded in deferred credits and other liabilities	—		—		—		—		—

Derivative assets and liabilities reported in level 2 include foreign currency and interest rate contracts. See Note 17- Derivative Financial Instruments for additional information about our derivative assets and liabilities.

There are no material non-financial assets or liabilities as of ~~September 30, 2017 and~~March 26, 2022 or December 31, 2016 due to their short-term nature, variable interest rates and mark to market accounting for derivative contracts. The fair values of long-term receivables were evaluated using a discounted cash flow analysis and long-term debt is valued using market price quotes. The fair value of long-term receivables approximated carrying values at both September 30, 2017 and December 31, 2016. The fair value of our debt is estimated using quoted market prices when available. When quoted marked prices are not available, fair value is estimated based on current market interest rates for debt with similar maturities and credit quality. Long-term debt indicated a fair value of $13.0 million and $22.0 million higher than the gross recorded value as of September 30, 2017 and December 31, 2016, respectively.2021.

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Note ~~23.~~19. Commitments and Contingencies

Litigation – We are involved in various legal proceedings, ~~encountered~~claims, and government audits arising in the ~~normal~~ordinary course of ~~business and accrue for~~business. We record our best estimate of a loss ~~amounts on legal matters~~ when itthe loss is considered probable ~~a liability has been incurred~~ and the amount of ~~liability~~such loss can be reasonably estimated. ~~Legal judgments~~When a loss is probable and there is a range of estimated ~~settlements have been included in accrued expenses in~~loss with no best estimate within the ~~accompanying unaudited consolidated balance sheets.~~

range, we record the minimum estimated liability related to the lawsuit or claim. As additional information becomes available, we reassess the potential liability and revise our accruals, if necessary. Because of uncertainties related to the resolution of lawsuits and claims, the ultimate outcome may differ materially from our estimates.

Other than asthe matters described below, ~~as of September 30, 2017,~~ there ~~are~~were no ~~current~~ proceedings or litigation matters involving the Company or its property as of March 26, 2022 that we believe would have a material adverse effect on our consolidated financial position or cash flows, although they could have a material adverse ~~impact~~effect on our ~~business, financial condition,~~operating results ~~of operations or cash flows.~~for a particular reporting period.

Steves ~~and~~& Sons, Inc. vs JELD-WEN, Inc. – We sell molded door skins to certain customers pursuant to long-term contracts, and these customers in turn use the molded door skins to manufacture interior doors and compete directly against us in the marketplace. We ~~have given~~gave notice of termination of one of these contracts and, on June 29, 2016, the counterparty to the agreement, Steves and Sons, Inc. (“Steves”) filed a claim against JWI in the U.S. District Court for the Eastern District of Virginia, Richmond ~~Division.~~Division (the “Eastern District of Virginia”). The complaint ~~alleges~~alleged that our acquisition of CMI, a competitor in the molded door skins market, together with subsequent price increases and other alleged acts and omissions, violated antitrust laws, and constituted a breach of contract and breach of warranty. Specifically, the complaint alleged that our acquisition of CMI substantially lessened competition in the molded door skins market. The complaint ~~seeks~~sought declaratory relief, ordinary and treble damages, and injunctive relief, including divestiture of certain assets acquired in the CMI acquisition.

~~Steves’ expert witnesses have opined that the damages suffered by Steves range from $36 million to $60 million,~~In February 2018, a ~~portion of which Steves asserts is subject to trebling~~jury in the ~~event Steves prevails on its antitrust claims. Steves also seeks recovery~~Eastern District of ~~its attorneys’ fees incurred in pursuing its claims, which amounts have not yet been quantified. We believe~~Virginia returned a verdict that was unfavorable to JWI with respect to Steves’ claims ~~lack merit, Steves’~~that our acquisition of CMI violated Section 7 of the Clayton Act, and found that JWI breached the supply agreement between the parties (the “Original Action”). The verdict awarded Steves$12.2 million for past damages ~~calculations are speculative~~under both the Clayton Act and ~~excessive,~~breach of contract claims and ~~Steves is not entitled~~$46.5 million in ~~any event to~~future lost profits under the ~~extraordinary remedy of divestiture. We are defending vigorously against this action.~~

Management does not believe that a loss in this matter is probable and, therefore, has not accrued a reserve for this loss contingency. Because the operations acquired from CMI have been fully integrated into the Company’s other operations, divestiture of those operations would be difficult if not impossible and therefore it is not possible to estimate the cost of any final divestiture order or the extent to which such an order would have a material adverse effect on our financial position, operating results or cash flows. We have filed a motion for summary judgment on several grounds, seeking dismissal of certain of Steves’ claims. A hearing on that motion is scheduled to occur on November 16, 2017. Trial of this matter is set to begin on January 8, 2018.

Clayton Act claim.

During the course of the proceedings in the Eastern District of Virginia, we discovered certain facts that led us to conclude that Steves, its principals, and certain former employees of the Company had misappropriated Company trade secrets, violated the terms of various agreements between the Company and those parties, and violated other laws. ~~We have asserted claims against certain of those parties~~On May 11, 2018, a jury in the Eastern District of Virginia returned a verdict on our trade secrets claims against Steves and awarded damages in the ~~District Court~~amount of $1.2 million. The presiding judge entered a judgment in our favor for those damages, and the entire amount has been paid by Steves. On August 16, 2019, the presiding judge granted Steves’ request for an injunction, prohibiting us from pursuing certain claims against individual defendants pending in Bexar County, Texas ~~and are pursuing those claims vigorously.~~

~~ESOP -~~ ~~The~~(the “Steves Texas Trade Secret Theft Action”). On September 11, 2019, JELD-WEN ~~ESOP Plan, Administrative Committee, and individual trustees were sued by three separate groups~~filed a notice of ~~former employees and members~~appeal of the ~~ESOP for alleged violations relating~~Eastern District of Virginia’s injunction to the ~~management and distribution~~Fourth Circuit Court of Appeals (the “Fourth Circuit”).

On March 13, 2019, the presiding judge entered an Amended Final Judgment Order in the Original Action, awarding $36.5 million in past damages under the Clayton Act (representing a trebling of the ~~ESOP funds. These matters~~jury’s verdict) and granting divestiture of certain assets acquired in the CMI acquisition, subject to appeal. The judgment also conditionally awarded damages in the event the judgment was overturned on appeal. Specifically, the court awarded $139.4 million as future antitrust damages in the event the divestiture order was overturned on appeal and $9.9 million as past contract damages in the event both the divestiture and antitrust claims were ~~pled as class actions~~overturned on appeal.

On April 12, 2019, Steves filed a petition requesting an award of its fees and ~~none~~a bill of costs, seeking $28.4 million in attorneys’ fees and $1.7 million in costs in connection with the Original Action. On November 19, 2019, the presiding judge entered an order for further relief awarding Steves an additional $7.1 million in damages for pricing differences from the date of the ~~cases were certified. In January 2015, we executed settlement agreements with applicable parties resulting~~underlying jury verdict through May 31, 2019 (the “Pricing Action”). We also appealed that ruling. On April 14, 2020, Steves filed a motion for further supplemental relief for pricing differences from the date of the prior order and going forward through the end of the parties’ current supply agreement (the “Future Pricing Action”). We opposed that request for further relief.

JELD-WEN filed a supersedeas bond and notice of appeal of the judgment, which was heard by the Fourth Circuit on May 29, 2020. On February 18, 2021, the Fourth Circuit issued its decision on appeal in ~~our recording $5.0~~the Original Action, affirming the Amended Final Judgment Order in part and vacating and remanding in part. The Fourth Circuit vacated the Eastern District of Virginia’s alternative $139.4 million lost-profits award, holding that award was premature because Steves has not suffered the purported injury on which its claim for future lost profits rests. The Fourth Circuit also vacated the Eastern District of Virginia’s judgment for Sam Steves, Edward Steves, and John Pierce on JELD-WEN’s trade secrets claims. The Fourth Circuit affirmed the Eastern District of Virginia’s finding of antitrust injury and its award of $36.5 million in ~~settlement expense~~past antitrust damages. It also affirmed the Eastern District of Virginia’s divestiture order, while clarifying that JELD-WEN retains the right to challenge the terms of any divestiture, including whether a sale to any particular buyer will serve the public interest, and made clear that the Eastern District of Virginia may need to revisit its divestiture order if the special master who has been appointed by the presiding judge cannot locate a satisfactory buyer. JELD-WEN then filed a motion for rehearing en banc with the Fourth Circuit that was denied on March 22, 2021.

Following a thorough review, and consistent with our practice, we concluded that it is in ~~September 2015. Pursuant~~the best interest of the Company and its stakeholders to move forward with the divestiture of Towanda and certain related assets. Although the Company did not seek Supreme Court review of the Fourth Circuit’s February 18, 2021 decision, the Company retains the legal right to challenge the divestiture process and the final divestiture order. We made estimates related to the ~~agreements,~~divestiture in the preparation of our financial statements; however, there can be no guarantee that the divestiture will be consummated. The divestiture process is ongoing, and the special master is overseeing this process. Although the Company has decided to divest, we ~~accrued a $15.7 million liability~~continue to believe that Steves’ claims lacked merit and that it was not entitled to the ~~plaintiffs~~extraordinary remedy of divestiture. We continue to believe that the judgment in accordance with the verdict was improper under applicable law.

During the pendency of the Original Action, on February 14, 2020, Steves filed a complaint and motion for preliminary injunction in the Eastern District of Virginia alleging that we breached the long-term supply agreement between the parties, including, among other ~~accrued expenses~~claims, by incorrectly calculating the allocation of door skins owed to Steves (the “Allocation Action”). Steves sought an additional allotment of door skins and damages for violation of antitrust laws, tortious interference, and breach of contract. On April 10, 2020, the presiding judge granted Steves’ motion for preliminary injunction, and the parties settled the issues underlying the preliminary injunction on April 30, 2020 and the Company reserved the right to appeal the ruling in the Fourth Circuit. The Company believed all the claims lacked merit and moved to dismiss the antitrust and tortious interference claims.

On June 2, 2020, we entered into a ~~$10.7 million insurance receivable in accounts receivable. In June 2015, we paid all~~ settlement ~~funds into an escrow account. On October 19, 2015,~~agreement with Steves to resolve the ~~court provided final approval~~Pricing Action, the Future Pricing Action, and the Allocation Action. As a result of the settlement, Steves filed a notice of satisfaction of judgment in the Pricing Action, withdrew its Future Pricing Action with prejudice, and filed a stipulated dismissal with prejudice in the Allocation Action. The Company also withdrew its appeal of the Pricing Action. The parties agreed to bear their own respective attorneys’ fees and costs in these actions. In partial consideration of the settlement, JWI and Steves entered into an amended supply agreement satisfactory to both parties that, by its terms, ended on September 10, 2021. This settlement had no effect on the Original Action between the parties except to agree that certain specific terms of the Amended Final Judgment Order in the Original Action would apply to the amended supply agreement during the pendency of the appeal of the Original Action. On April 2, 2021, JWI and Steves filed a stipulation regarding the amended supply agreement in the Original Action, stating that regardless of whether the case remains on appeal as of September 10, 2021, and absent further order of the court, the amended supply agreement would be extended until the divestiture of Towanda and certain related assets is complete and Steves’ new supply agreement with the company that acquires Towanda is in effect.

We continue to believe the claims in the settled actions lacked merit and made no admission of liability in these matters.

On October 7, 2021, we entered into a settlement agreement with Steves to resolve the following: (i) Steves’ past and any future claims for attorneys’ fees, expenses, and costs in connection with the Original Action, except that Steves and JWI each reserved the right to seek attorneys’ fees arising out of any challenge of the divestiture process or the final divestiture order; (ii) the Steves Texas Trade Secret Theft Action and the related Fourth Circuit appeal of the Eastern District of Virginia’s injunction in the Original Action; (iii) the past damages award in the Original Action; and (iv) any and all ~~respects.~~claims and counterclaims, known or unknown, that were asserted or could have been asserted against each other from the beginning of time through the date of the settlement agreement. As a result of the settlement, the parties filed a stipulated notice of satisfaction of the past antitrust damages judgment and a stipulated notice of settlement of Steves’ claim for attorneys’ fees, expenses, and costs against JWI in the Original Action, and Steves filed a notice of withdrawal of its motion for attorneys’ fees and expenses and bill of costs in the Original Action. The Company also filed a notice of dismissal with prejudice and agreed to take no judgment in the Steves Texas Trade Secret Theft Action, and the parties filed a joint agreement for dismissal of the injunction appeal in the Fourth Circuit. On November 3, 2021, we paid $66.4 million to Steves under the settlement agreement.

In re JELD-WEN Holding, Inc. Derivative Litigation – On February 2, 2021, Jason Aldridge, on behalf of the Company, filed a derivative action in the U.S. District Court for the District of Delaware against certain current and former executives and directors of the Company, alleging that the individual defendants breached their fiduciary duties by allowing the wrongful acts alleged in the Steves, as well as violations of Section 14(a) and 20(a) of the Exchange Act, unjust enrichment, and waste of corporate assets among other allegations (the “Aldridge Action”). The lawsuit seeks compensatory damages, equitable relief, and an award of attorneys’ fees and costs. The parties sought a stay of the Aldridge Action. On April 19, 2021, the court denied the parties’ motion to stay and, instead, ordered the plaintiff to file an amended complaint that complied with court rules or the matter would be dismissed. The plaintiff filed an amended complaint on May 10, 2021.

On June 21, 2021, prior to a response from the Company in the Aldridge Action, Shieta Black and the Board of Trustees of the City of Miami General Employees’ & Sanitation Employees’ Retirement Trust, on behalf of the Company, filed a derivative action in the U.S. District Court for the District of Delaware against certain current and former executives and directors of the Company and Onex Corporation (“Onex”), alleging that the defendants breached their fiduciary duties by allowing the wrongful acts alleged in the Steves, as well as insider trading, and unjust enrichment among other allegations (the “Black Action”). The lawsuit seeks compensatory damages, corporate governance reforms, restitution, equitable relief, and an award of attorneys’ fees and costs. The plaintiffs in the Black and Aldridge Actions sought to consolidate the lawsuits on July 16, 2021, which was granted by the court on the same day. On August 16, 2021, the plaintiffs designated the Black complaint as the operative complaint in the consolidated derivative action. On October 15, 2021, JELD-WEN and Onex moved to dismiss the complaint. On January 14, 2022, the plaintiffs moved for leave to amend the complaint. On January 28, 2022, the JELD-WEN defendants opposed the motion for leave to amend the complaint. The Court has not yet ruled or scheduled a hearing on the proposed amendment.

The Company believes the claims in the consolidated derivative action lack merit and intends to defend against the action.

Canadian Antitrust Litigation – On May 15, 2020, Développement Émeraude Inc., on behalf of itself and others similarly situated, filed a putative class action lawsuit against us and Masonite in the Superior Court of the Province of Quebec, Canada, which was served on us on September 18, 2020 (“the Quebec Action”). The putative class consists of any person in Canada who, since October 2012, purchased one or more interior molded doors from us or Masonite. The suit alleges an illegal conspiracy between us and Masonite to agree on prices, the distribution of market shares and/or the production levels of interior molded doors and that the plaintiffs suffered damages in that they were charged and paid higher prices for interior molded doors than they would have had to pay but for the alleged anti-competitive conduct. The plaintiffs are seeking compensatory and punitive damages, attorneys’ fees and costs. On September 9, 2020, Kate O’Leary Swinkels, on behalf of herself and others similarly situated, filed a putative class action against JELD-WEN and Masonite in the Federal Court of Canada, which was served on us on September 29, 2020 (the “Federal Court Action”). The Federal Court Action makes substantially similar allegations to the Quebec Action and the putative class is represented by the same counsel. In February 2021, the plaintiff in the Federal Court Action noticed a proposed Amended Statement of Claim that replaced the named plaintiff, Kate O’Leary Swinkels, with David Regan. The plaintiff has sought a stay of the Quebec Action while the Federal Court Action proceeds. We ~~received $10.7 million from insurance carriers~~do not anticipate a hearing on ~~December 1, 2016. All settlement funds~~the certification of the Federal Court Action before 2023. The Company believes both the Quebec Action and the Federal Court Action lack merit and intends to vigorously defend against them.

We have ~~now been credited~~evaluated the claims against us and recorded provisions based on management’s judgment about the probable outcome of the litigation and have included our estimates in accrued expenses in the accompanying balance sheets. See Note 7 - Accrued Expenses and Other Current Liabilities. While we expect a favorable resolution to ~~claimant’s~~these matters, the dispute resolution process could be lengthy, and if the plaintiffs were to prevail completely or substantially in the respective ~~accounts.~~matters described above, such an outcome could have a material adverse effect on our operating results, consolidated financial position, or cash flows.

Self-Insured Risk – We self-insure substantially all of our domestic business liability risks including general liability, product liability, warranty, personal injury, auto liability, workers’ compensation, and employee medical benefits. Excess insurance policies from independent insurance companies generally cover exposures between ~~$3.0~~$5.0 million and ~~$250.0~~$200.0 million for domestic product liability risk and exposures between ~~$0.5~~$3.0 million and ~~$250.0~~$200.0 million for auto, general liability, personal injury, and workers’ compensation. We have no stop ~~gap coverage on claims covered by~~loss insurance covering our self-insured ~~domestic~~ employee medical plan and are responsible for all claims thereunder. We estimate our provision for self-insured losses based upon an evaluation of current claim exposure and historical loss experience. Actual self-insurance losses may vary significantly from these estimates. At ~~September 30, 2017~~March 26, 2022 and December 31, ~~2016,~~2021, our accrued liability for self-insured risks was ~~$72.0~~$89.8 million and ~~$71.3~~$88.4 million, respectively.

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Indemnifications– At ~~September 30, 2017,~~March 26, 2022, we had commitments related to certain representations made onin contracts for the purchase or sale of businesses or property. These representations primarily relate to past actions such as responsibility for transfer taxes if they should be claimed, and the adequacy of recorded liabilities, warranty matters, employment benefit plans, income tax matters, or environmental exposures. These guarantees or indemnification responsibilities typically expire within one to three years. We are not aware of any material amounts claimed or expected to be claimed under these indemnities. From time to time and in limited geographic areas, we have entered into agreements for the sale of our products to certain customers that provide additional indemnifications for liabilities arising from construction or product defects. We cannot estimate the potential magnitude of such exposures, but to the extent specific liabilities have been identified related to product sales, liabilities have been provided in the warranty accrual in the accompanying ~~unaudited~~ consolidated balance sheets.

~~Performance Bonds and Letters of Credit~~Other Financing Arrangements– At times we are required to provide letters of credit, surety bonds, or guarantees to ~~customers, vendors~~meet various performance, legal, warranty, environmental, workers compensation, licensing, utility, and ~~others.~~governmental requirements. Stand-by letters of credit are provided to certain customers and counterparties in the ordinary course of business as credit support for contractual performance guarantees, advanced payments received from customers, and future funding commitments. The ~~outstanding performance bonds and stand-by~~stated values of these letters of credit agreements, surety bonds, and guarantees were ~~as follows:~~$76.1 million and $116.9 million at March 26, 2022 and December 31, 2021, respectively. The decrease is primarily due to the cancellation of bonds related to the Steves’ legal matter.

(amounts in thousands) September 30, 2017 December 31, 2016
Self-insurance workers’ compensation $ 21,072
$ 18,514
Liability and other insurance 12,900
15,884
Environmental 14,452
14,086
Other 11,023
14,070
$ 59,447
$ 62,554

Environmental Contingencies – We periodically incur environmental liabilities associated with remediating our current and former manufacturing sites as well as penalties for not complying with environmental rules and regulations. We record a liability for remediation costs when it is probable that we will be responsible for such costs and the costs can be reasonably estimated. These environmental liabilities are estimated based on current available facts and ~~present~~current laws and regulations. Accordingly, it is likely that adjustments to the estimated liabilities will be necessary as additional information becomes available. Short-term environmental liabilities and settlements are recorded in accrued expenses and other current liabilities in the accompanying ~~unaudited~~ consolidated balance sheets and totaled $0.5 million at ~~both September 30, 2017~~March 26, 2022 and December 31, ~~2016.~~

2021. Long-term environmental liabilities are recorded in deferred credits and other liabilities in the accompanying ~~unaudited~~ consolidated balance sheets and totaled ~~$0.1 million and $0.0~~$11.8 million at ~~September 30, 2017~~March 26, 2022 and December 31, ~~2016, respectively.~~2021.

Everett, Washington WADOE Action - – In 2007, we were identified by the WADOE as a PLP with respect to our former manufacturing site in Everett, Washington. In 2008, we entered into an Agreed Order with the WADOE to assess historic environmental contamination and remediation feasibility at ~~our former manufacturing site in Everett, Washington.~~the site. As part of ~~this~~the order, we ~~also~~ agreed to develop a CAP, ~~identifying remediation options~~arising from the feasibility assessment. In December 2020, we submitted to the WADOE a draft feasibility assessment with an array of remedial alternatives, which we considered substantially complete. During 2021, several comment rounds were completed as well as the identification of the Port of Everett and W&W Everett Investment LLC as additional PLPs, with respect to this matter with each PLP being jointly and severally liable for the cleanup costs. The WADOE received the final feasibility assessment on December 31, 2021, containing various remedial alternatives with its preferred remedial alternatives totaling $23.4 million. Based on this study, we have determined our range of possible outcomes to be $11.8 million to $33.4 million. On March 1, 2022, we delivered a draft CAP to the WADOE consistent with its preferred alternatives, and the ~~feasibility thereof. We are currently working with~~ WADOE has 60 days to ~~finalize our assessment~~review and provide comments followed by a comment incorporation period for the draft CAP. ~~We estimate~~At that time, the ~~remaining cost to~~WADOE will complete ~~our assessment~~an additional review within 60 days and ~~develop~~release the ~~CAP at $0.5 million which~~documents for tribal consultation and comment. A 30-day public comment period will follow, and once the public comment period has expired and any comments incorporated, the WADOE will finalize the remedial actions we have fully accrued. We are working with insurance carriers who provided coverage to a previous owner and operator of the site, and at this time we cannot reasonably estimate the cost associated with any remedial action we wouldwill be required to ~~undertake~~perform. The final CAP will be developed and ~~have not provided for any remedial action in our accompanying unaudited consolidated financial statements. Should extensive remedial action~~delivered to the WADOE 15 days thereafter. The final CAP will ultimately be ~~required,~~formalized in an Agreed Order or Consent Decree with the WADOE, the Company, and ~~if those costs are not found to be covered by insurance,~~ the other PLPs. We have made provisions within our financial statements within the range of possible outcomes; however, the contents and cost of ~~remediation could have a material adverse effect on our results of operations~~the final CAP and ~~cash flows.~~

~~Everett, Washington NRD Action -~~ In November 2014, we received a letter from the NRD, a federal agency, regarding a potential multi-party settlement of an impending damage claim related to historic environmental contamination on a site we sold in December 2013. In September 2015, we entered into a settlement agreement under which we will pay $1.2 million to settle the claim. Of the $1.2 million, the prior insurance carrier for the site has agreed to fund $1.0 millionallocation of the ~~settlement. All amounts related to~~responsibility between the ~~settlement are fully accrued, and we do not expect to incur any further significant loss related to the settlement of this matter.~~identified PLPs could vary materially from our estimates.

Towanda, Pennsylvania Consent Order - –In ~~2015,~~December 2020, we entered into a COA with the ~~Pennsylvania Department of Environmental Protection~~PaDEP to remove a pile of wood fiber waste from our site in Towanda, Pennsylvania, which we acquired in connection with our acquisition of CMI in ~~2013,~~2012, by using it as fuel for a boiler at that site. The COA replaced a ~~1995~~2018 Consent Decree between ~~CMI’s predecessor Masonite, Inc.~~PaDEP and ~~PaDEP.~~us. Under the COA, we are required to achieve certain periodic removal objectives and ultimately remove the entire pile by August 31, ~~2022.~~2025. There isare currently ~~$10.7~~$2.3 million in

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bonds ~~collateralized~~posted in connection with these obligations. If we are unable to remove this pile by August 31, ~~2022,~~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, ~~then~~ we may not be able to meet such deadlines.

~~Service Agreements– In February 2015, we entered into a strategic servicing agreement with a third party vendor to~~

~~identify and execute cost reduction opportunities. The agreement provided for a tiered fee structure directly tied to cost~~

~~savings realized. This contract terminated pursuant to its own terms on December 31, 2015, and we have accrued and will~~

~~continue to incur fees associated with this agreement based upon realized cost savings from opportunities identified during~~

~~the agreement.~~

~~Employee Stock Ownership Plan~~ – We have historically provided cash to our U.S. ESOP plan in order to fund required distributions to participants through the repurchase of shares of our common stock. Following our February 2017 IPO, the value of a share of common stock held through the ESOP is now based on JELD-WEN’s public share price. We do not anticipate that JWH will fund future distributions.

~~Other Commitments and Contingencies~~ ~~– In October 2017, in conjunction with a pending contract, we entered into bank guarantees of approximately €28.9 million and collateralized those guarantees with cash.~~

In October 2017, we signed a definitive agreement to acquire Domoferm from holding company Domoferm International GmbH. We expect the transaction to close in mid to late first quarter of 2018, subject to customary closing conditions, at which point the full purchase price will be due.

~~Note 24. Employee Retirement and Pension Benefits~~

~~U.S. Defined Benefit Pension Plan~~

~~Certain U.S. hourly employees participate in our defined benefit pension plan. The plan is not open to new employees.~~

Beginning in 2017, the Company moved from utilizing a weighted average discount rate, which was derived from the yield curve used to measure the pension benefit obligation at the beginning of the period, to a spot yield rate curve to estimate the pension benefit obligation and net periodic benefits costs. The change in estimate provides a more accurate measurement of service and interest cost by applying the spot rate that could be used to settle each projected cash flow individually. This change in estimate did not have a material effect on net periodic benefit costs from the nine months ended September 30, 2017.

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

(amounts in thousands) Three Months Ended Nine Months Ended
Components of pension benefit expense - U.S. benefit plan September 30, 2017 September 24, 2016 September 30, 2017 September 24, 2016
Service cost $ 825
$ 800
$ 2,475
$ 2,400
Interest cost 3,350
4,100
10,050
12,300
Expected return on plan assets (4,525 ) (5,050 ) (13,575 ) (15,150 )
Amortization of net actuarial pension loss 3,000
3,075
9,000
9,225
Pension benefit expense $ 2,650
$ 2,925
$ 7,950
$ 8,775

There were no required contributions to our U.S. defined benefit pension plan, or “the Plan” during the three and nine months ended September 30, 2017 and September 24, 2016, and we did not make any voluntary contributions in either period. The Plan currently exceeds the Pension Protection Act of 2006 guidelines and expects to be in excess of the guidelines for the remainder of 2017.

Note ~~25.~~20. Supplemental Cash Flow Information


	Three Months Ended
(amounts in thousands)	March 26, 2022		March 27, 2021
Cash Operating Activities:
Operating leases	$	15,203	$	15,513
Interest payments on financing lease obligations	43		50
Cash paid for amounts included in the measurement of lease liabilities	$	15,246	$	15,563







Non-cash Investing Activities:
Property, equipment and intangibles purchased in accounts payable	$	3,868	$	5,991
Property, equipment and intangibles purchased with debt	1,423		1,359




Cash Financing Activities:





Borrowings on long-term debt	233,500		258
Payments of long-term debt	(122,877)		(8,900)

Change in long-term debt	$	110,623	$	(8,642)

Cash paid for amounts included in the measurement of finance lease liabilities	$	495	$	533

Non-cash Financing Activities:




Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities	$	2,268	$	716
Shares repurchased in accounts payable	2,191		—
Accounts payable converted to installment notes	1,279		69

Other Supplemental Cash Flow Information:
Cash taxes paid, net of refunds	$	16,648	$	14,889
Cash interest paid	3,682		3,638

(amounts in thousands) Nine Months Ended
September 30, 2017 September 24, 2016
Non-cash Investing Activities:
Property, equipment and intangibles purchased in accounts payable $ 10,318
$ 2,576
Property and equipment purchased for debt 204
481
Customer accounts receivable converted to notes receivable 229
794
Non-cash Financing Activities:
Prepaid insurance funded through short-term debt borrowings $ 2,662
$ 2,954
Costs associated with initial public offering formerly capitalized in prepaid expenses 5,857
—

~~Note 26. Revision of Prior Period Financial Statements~~

~~Correction of Immaterial Misclassification~~ – During the three months ended September 30, 2017, we identified and corrected errors related to the allocation of certain expenses between cost of sales and selling, general and administrative that were previously reported in our quarterly and annual periods for the year ended December 31, 2014, December 31, 2015, December 31, 2016 as well as the quarterly and year to date periods ended March 26, 2016, June 25, 2016, September 24, 2016, April 1, 2017 and July 1, 2017.

~~Correction of Immaterial Errors~~ – In March 2017, we reported that we corrected errors related to the tax treatment of our share-based compensation expense and the inter-quarter allocation of a tax benefit associated with the release of a valuation allowance in a foreign jurisdiction that were reported for the year ended December 31, 2016, and ~~the timing of other previously recorded immaterial out-of-period adjustments.~~

~~In evaluating whether our previously issued consolidated financial statements were materially misstated, we considered the guidance in ASC Topic 250,~~ ~~Accounting Changes and Error Corrections, ASC Topic 270,~~ ~~Interim Financial Reporting, ASC Topic 250-S99-1,~~ ~~Assessing Materiality, and ASC Topic 250-S99-2,~~ ~~Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements~~. Based upon our evaluation of both quantitative and qualitative factors, we concluded that the effects of these errors and the other accumulated misstatements were not material individually or in the aggregate to our previously reported quarterly or annual periods for the year ended December 31, 2014, December 31, 2015, December 31, 2016 or the quarterly and year to date periods ended March 26, 2016, June 25, 2016, September 24, 2016, April 1, 2017 and July 1, 2017.As such, we will correct the applicable prior periods as such financial information is included in future filings with the SEC. The prior period financial statements included in this filing have been revised to reflect the correction of these errors and the other accumulated misstatements.

The following tables reflect the effects of correcting the immaterial misclassification errors identified above for the twelve month periods ended December 31, 2014 December 31, 2015 three month periods ended March 26, 2016, June 25, 2016, April 1, 2017 and July 1, 2017.

Twelve months ended
December 31, 2014
(amounts in thousands, except per share data) As Reported Correction of Misclassification As Revised
Consolidated Statement of Operations:
Cost of sales $ 2,919,864
$ 6,113
$ 2,925,977
Gross margin 587,342
(6,113 ) 581,229
Selling, general and administrative 488,477
(6,113 ) 482,364
Operating income 60,477
—
60,477

Twelve months ended
December 31, 2015
(amounts in thousands, except per share data) As Reported Correction of Misclassification As Revised
Consolidated Statement of Operations:
Cost of sales $ 2,715,125
$ 6,216
$ 2,721,341
Gross margin 665,935
(6,216 ) 659,719
Selling, general and administrative 512,126
(6,216 ) 505,910
Operating income 132,467
—
132,467

Three months ended
March 26, 2016
(amounts in thousands, except per share data) As Reported Correction of Misclassification As Revised
Consolidated Statement of Operations:
Cost of sales $ 638,424
$ 1,766
$ 640,190
Gross margin 158,123
(1,766 ) 156,357
Selling, general and administrative 131,992
(1,766 ) 130,226
Operating income 23,150
—
23,150

Three months ended
June 25, 2016
(amounts in thousands, except per share data) As Reported Correction of Misclassification As Revised
Consolidated Statement of Operations:
Cost of sales $ 752,457
$ 5,242
$ 757,699
Gross margin 212,151
(5,242 ) 206,909
Selling, general and administrative 141,062
(5,242 ) 135,820
Operating income 68,970
—
68,970

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Three months ended
April 1, 2017
(amounts in thousands, except per share data) As Reported Correction of Misclassification As Revised
Consolidated Statement of Operations:
Cost of sales $ 661,816
$ 3,552
$ 665,368
Gross margin 185,971
(3,552 ) 182,419
Selling, general and administrative 147,079
(3,552 ) 143,527
Operating income 37,690
—
37,690

Three months ended
July 1, 2017
(amounts in thousands, except per share data) As Reported Correction of Misclassification As Revised
Consolidated Statement of Operations:
Cost of sales $ 712,998
$ 3,863
$ 716,861
Gross margin 235,738
(3,863 ) 231,875
Selling, general and administrative 151,464
(3,863 ) 147,601
Operating income 83,720
—
83,720

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~~The tables below reflect the effects of correcting for the three and nine month periods ended September 24, 2016, and the three and twelve month periods ended December 31, 2016:~~

•~~Correction of immaterial errors including other accumulated misstatements previously disclosed in our~~

~~Form 10-Q for the period ending April 1, 2017, and;~~

•~~Correction of immaterial misclassification errors discussed above.~~

Three months ended
September 24, 2016
(amounts in thousands, except per share data) As Reported Correction of Errors Correction of Misclassification As Revised
Consolidated Statement of Operations:
Cost of sales $ 721,887
$ (186 ) $ 5,091
$ 726,792
Gross margin 210,588
186
(5,091 ) 205,683
Selling, general and administrative 135,910
(1,001 ) (5,091 ) 129,818
Operating income 70,733
1,187
—
71,920
Income before taxes, equity earnings and discontinued operations 59,917
1,187
—
61,104
Income tax expense (benefit) 14,358
(881 ) —
13,477
Income from continuing operations, net of tax 45,559
2,068
—
47,627
Net income 44,016
2,068
—
46,084
Net income attributable to common shareholders 13,909
2,068
—
15,977

Weighted Average Common Shares *
Basic 18,001,225
18,001,225
Diluted 84,737,235
84,737,235
Earnings per share from continuing operations:
Basic $ 0.92
$ 0.12
$ —
$ 1.04
Diluted $ 0.55
$ 0.02
$ —
$ 0.57
Net earnings per share:
Basic $ 0.77
$ 0.12
$ —
$ 0.89
Diluted $ 0.52
$ 0.02
$ —
$ 0.54
* Adjusted for 11 for 1 stock split

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Nine months ended
September 24, 2016
(amounts in thousands, except per share data) As Reported Correction of Errors Correction of Misclassification As Revised
Consolidated Statement of Operations:
Cost of sales $ 2,112,185
$ 397
$ 12,099
$ 2,124,681
Gross margin 581,445
(397 ) (12,099 ) 568,949
Selling, general and administrative 408,360
(397 ) (12,099 ) 395,864
Operating income 164,040
—
164,040
Income tax (benefit) expense (5,633 ) 5,494
—
(139 )
Income from continuing operations, net of tax 124,908
(5,494 ) —
119,414
Net income 124,513
(5,494 ) —
119,019
Net income attributable to common shareholders 16,298
(5,494 ) —
10,804

Weighted Average Common Shares *

Basic 17,965,178

17,965,178
Diluted 21,156,751

21,156,751
Earnings per share from continuing operations:

Basic $ 1.07
$ (0.31 ) $ —
$ 0.76
Diluted $ 0.90
$ (0.25 ) $ —
$ 0.65
Net earnings per share:

Basic $ 0.91
$ (0.31 ) $ —
$ 0.60
Diluted $ 0.77
$ (0.25 ) $ —
$ 0.52
* Adjusted for 11 for 1 stock split

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Three months ended
December 31, 2016
(amounts in thousands, except per share data) As Reported Correction of Errors Correction of Misclassification As Revised
Consolidated Statement of Operations:
Cost of sales $ 754,620
$ 8
$ 8,460
$ 763,088
Gross margin 218,549
(8 ) (8,460 ) 210,081
Selling, general and administrative 181,047
1,647
(8,460 ) 174,234
Operating income 32,700
(1,655 ) —
31,045
Income before taxes, equity earnings and discontinued operations 12,700
(1,655 ) —
11,045
Income tax benefit (219,963 ) (20,699 ) —
(240,662 )
Income from continuing operations, net of tax 232,663
19,044
—
251,707
Equity earnings on non-consolidated entities 814
527
—
1,341
Net income 232,998
19,571
—
252,569
Net loss attributable to common shareholders (93,243 ) 19,571
—
(73,672 )

Weighted Average Common Shares *
Basic and diluted 18,086,012
18,086,012
Diluted 18,086,012
18,086,012
Loss per share from continuing operations:
Basic and diluted $ (5.13 ) $ 1.08
$ —
$ (4.05 )
Diluted $ (5.13 ) 1.08
$ (4.05 )
Net loss per share:
Basic and diluted $ (5.16 ) $ 1.08
$ —
$ (4.08 )
Diluted $ (5.16 ) $ 1.08
$ (4.08 )
* Adjusted for 11 for 1 stock split

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Twelve months ended
December 31, 2016
(amounts in thousands, except per share data) As Reported Correction of Errors Correction of Misclassification As Revised
Consolidated Statement of Operations:
Cost of sales $ 2,866,805
$ 405
$ 20,559
$ 2,887,769
Gross margin 799,994
(405 ) (20,559 ) 779,030
Selling, general and administrative 589,407
1,250
(20,559 ) 570,098
Operating income 196,740
(1,655 ) —
195,085
Income before taxes, equity earnings and discontinued operations 131,975
(1,655 ) —
130,320
Income tax benefit (225,596 ) (15,205 ) —
(240,801 )
Income from continuing operations, net of tax 357,571
13,550
—
371,121
Equity earnings on non-consolidated entities 3,264
527
—
3,791
Net income 357,511
14,077
—
371,588
Net loss attributable to common shareholders (39,136 ) 14,077
—
(25,059 )

Weighted Average Common Shares *
Basic and diluted 17,992,879
17,992,879
Diluted 17,992,879
17,992,879
Loss per share from continuing operations:
Basic and diluted $ (1.99 ) $ 0.78
$ —
$ (1.21 )
Diluted $ (1.99 ) $ 0.78
$ —
$ (1.21 )
Net loss per share:
Basic and diluted $ (2.17 ) $ 0.78
$ —
$ (1.39 )
Diluted $ (2.17 ) $ 0.78
$ —
$ (1.39 )
* Adjusted for 11 for 1 stock split

~~Consolidated Statement of Cash Flow~~

~~The errors did not impact the subtotals for cash flows from operating activities, investing activities or financing activities for any of the periods affected.~~

~~Reconciliation of pre-tax net income (loss) to Note 13 - Segment Information, Adjusted EBITDA~~

Nine months ended
September 24, 2016
(dollars in thousands) As Reported Correction of Errors As Revised
Net income $ 124,513
$ (5,494 ) $ 119,019
Income tax (benefit) expense (5,633 ) 5,494
(139 )
Share-based compensation expense 14,944
810
15,754
Adjusted EBITDA 291,099
810
291,909

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~~Segment Information: Adjusted EBITDA~~

Nine months ended
September 24, 2016
(dollars in thousands)
North
America
Europe Australasia
Total Operating
Segments

Corporate
and
Unallocated
Costs

Total
Consolidated
As Reported $ 185,692
$ 90,417
$ 40,246
$ 316,355
$ (25,256 ) $ 291,099
Correction of Errors 499
—
751
1,250
(440 ) 810
As Revised $ 186,191
$ 90,417
$ 40,997
$ 317,605
$ (25,696 ) $ 291,909

~~Note 27. Subsequent Events~~

In October 2017, we signed a definitive agreement to acquire Domoferm from holding company Domoferm International GmbH. Domoferm is a leading European provider of steel doors, steel door frames, and fire doors for commercial and residential markets. Domoferm is based in Gänserndorf, Austria, with four manufacturing sites in Austria, Germany, and the Czech Republic. We expect the transaction to close in mid to late first quarter of 2018, subject to customary closing conditions.

In October 2017, pursuant to the terms of the acquisition agreement, we reached an agreement with the sellers of Mattiovi on a working capital adjustment, which increased the purchase price by an immaterial amount.

~~In November 2017, we exercised an option to purchase the facilities associated with Kolder’s operations for approximately AUD $9 million.~~

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Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

In addition to historical information, this ~~Form~~ 10-Q contains “forward-looking statements” within the meaning of Section 27A of the 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 ~~Form~~ 10-Q are forward-looking statements. You can generally identify forward-looking statements by our use of forward-looking terminology such as ~~“anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “potential”, “predict”, “seek”,~~“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” or ~~“should”,~~“should,” or the negative thereof or other variations thereon or comparable 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, including the impact of COVID-19, the outcome of legal proceeding, or future events or performance contained under the heading Item 2- Management’s Discussion and Analysis of Financial Condition and Results of Operations are forward-looking statements.

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed under the headings Item 1A- Risk Factors in our annual report on Form 10-K and Item 1A – Risk Factors and Item 2- Management’s Discussion and Analysis of Financial Condition and Results of Operations in this ~~Form~~ 10-Q 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;

•acquisitions 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;

•seasonal business ~~and~~with varying revenue and profit;

•changes in weather patterns;

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

•exchange rate fluctuations;

•disruptions in our operations;

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

•our ~~new~~ ERP system that we ~~anticipate~~are currently implementing ~~in the future~~ proving ineffective;

•security breaches and other cybersecurity incidents;

•increases in labor costs, potential labor disputes, and work stoppages at our facilities;

•changes in building codes that could increase the cost of our products or lower the demand for our windows and doors;

•compliance costs and liabilities under environmental, health, and safety laws and regulations;

•compliance costs with respect to legislative and regulatory proposals to restrict emission of GHGs;

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•lack of transparency, threat of fraud, public sector corruption, and other forms of criminal activity involving government officials;

•product liability claims, product recalls, or warranty claims;

•inability to protect our intellectual property;

•~~loss of key officers or employees;~~

•pension plan obligations;

•our current level of indebtedness; and

•~~risks associated with the material weaknesses that have been identified;~~

•~~the extent of Onex Partners’ control of us; and~~

other risks and uncertainties, including those listed under Item 1A- Risk Factors in our ~~annual report of Form 10-K.~~10-K and Item 1A- Risk Factors in this 10-Q.

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-Q 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 in herein. In addition, even if our results of operations, financial condition, and liquidity, and events in the industry in which we operate, are consistent with the forward-looking statements contained in this ~~Form~~ 10-Q, they may not be predictive of results or developments in future periods.

Any forward-looking statement in this ~~Form~~ 10-Q speaks only as of the date of this ~~Form~~ 10-Q or as of the date such statement was made. 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.

Unless the context requires otherwise, references in this ~~Form~~ 10-Q to ~~“we”, “us”, “our”,~~“we,” “us,” “our,” “the ~~Company”,~~Company,” or “JELD-WEN” mean JELD-WEN Holding, Inc., together with our consolidated subsidiaries where the context requires, including our wholly owned subsidiary JWI.

This discussion should be read in conjunction with our historical financial statements and related notes thereto and the other disclosures contained elsewhere in this ~~Form~~ 10-Q. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods, and our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those listed under Item 1A- Risk Factors in our annual report on Form 10-K and Item 1A – Risk Factors in this 10-Q and included elsewhere in this ~~Form~~ 10-Q.

This MD&A is a supplement to our financial statements and notes thereto included elsewhere in this ~~Form~~ 10-Q and is provided to enhance your understanding of our results of operations and financial condition. Our discussion of results of operations is presented in millions throughout the MD&A and due to rounding may not sum or calculate precisely to the totals and percentages provided in the tables. Our MD&A is organized as follows:

~~Overview and Background.~~•Overview. This section provides a general description of our Company and ~~operating segments, business and industry trends, our key business strategies and background information on other matters discussed in this MD&A.~~reportable segments.

•Consolidated Results of Operations and Operating Results by Business Segment. This section provides our analysis and outlook for the significant line items on our consolidated statements of operations, as well as other information that we deem meaningful to an understanding of our results of operations on both a consolidated basis and a business segment basis.

•Liquidity and Capital Resources. This section contains an overview of our financing arrangements and provides an analysis of trends and uncertainties affecting liquidity, cash requirements for our business, and sources and uses of our ~~cash and our financing arrangements.~~cash.

•Critical Accounting Policies and Estimates. This section discusses the accounting policies that we consider important to the evaluation and reporting of our financial condition and results of operations, and whose application requires significant judgments or a complex estimation process.

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Company Overview ~~and Background~~

We are ~~one of the world’s largest door and window manufacturers, and we hold~~ a leading ~~position by net revenues in the majority~~global provider of ~~the countries~~windows, doors, wall systems, and ~~markets we serve.~~other building products. We design, produce, and distribute an extensive range of interior and exterior doors, wood, vinyl, and aluminum windows, and related products for use in the new construction, R&R of residential homes, and, to a lesser extent, non-residential buildings.

We operate ~~125~~ manufacturing and distribution facilities in 19 countries, located primarily in North America, Europe, and Australia. For many product lines, our manufacturing processes are vertically integrated, enhancing our range of capabilities, our ability to innovate, and our quality control as well as providing supply chain, transportation, and working capital savings.

~~In October 2011, Onex Partners acquired a majority of the combined voting power in the Company through the acquisition of convertible debt and convertible preferred equity.~~

In February 2017, we closed on the offering of 28,750,000 shares of our common stock at a public offering price of $23.00, resulting in net proceeds of $472.4 million after deducting underwriters’ discounts and commissions and other offering expenses. We used a portion of the net proceeds from the offeringBack to repay $375 million of indebtedness outstanding under our Term Loan Facility, and have used or will use the remaining net proceeds for working capital and other general corporate purposes, including sales and marketing activities, general and administrative matters, capital expenditures, and to invest in or acquire complementary businesses, products, services, technologies, or other assets. Following our IPO, Onex Partners continued to own the majority of our common stock, and Onex Partners has appointed the majority of our board of directors.top

In May 2017, we completed a secondary public offering of 16.1 million shares of our common stock, substantially all of which were owned by Onex Partners, including the exercise of the over-allotment option. Following the completion of the secondary offering, Onex Partners owned approximately 45% of our common stock.

Business Segments

Our business is organized in geographic regions to ensure integration across operations serving common end markets and customers. We have three reportable segments: North America, ~~(which includes limited activity in Chile and Peru),~~ Europe, and Australasia. Financial information related to our business segments can be found in Note ~~13-~~ 11 - Segment Information of our ~~unaudited~~ financial statements included elsewhere in this ~~Form~~ 10-Q.

~~Acquisitions~~

In June 2017, we acquired Mattiovi, headquartered in Finland. Mattiovi is a leading manufacturer of interior doors and door frames in Finland and is part of our Europe segment. The acquisition enhances our market position in the Nordic region, increases our product offering, and also provides us with additional door frame capacity to support growth in the region.

In August 2017, we acquired MMI Door, headquartered in Sterling Heights, Michigan. MMI Door is a leading provider of doors and related value-added services in the Midwest region of the United States and is part of our North America segment. The acquisition complements our North America door business and allows us to improve service offerings and lead times to our channel partners.

In August 2017, we also acquired the Kolder Group, headquartered in Smithfield, Australia. Kolder is a leading Australian provider of shower enclosures, closet systems, and related building products, with leading positions in both the commercial and residential markets. Kolder is part of our Australasia segment. The acquisition significantly enhances our existing Australian capabilities in glass shower enclosures and built-in closet systems, and supports our strategy to build leadership positions in attractive markets.

~~We paid an aggregate of approximately $123.7 million in cash (net of cash acquired) for the 2017 acquisitions of Mattiovi, MMI Door and Kolder.~~

In February 2016, we acquired Trend, headquartered in Sydney, Australia. Trend is a leading manufacturer of doors and windows in Australia and is now part of our Australasia segment. The acquisition of Trend strengthened our market position in the Australian window market and expanded our product portfolio with new and innovative window designs. In August 2016, we acquired the shares of Arcpac Building Products Limited, which includes its primary operating subsidiary Breezway, headquartered in Brisbane, Australia. Breezway is a manufacturer of louver window systems for the residential and commercial window markets. Breezway’s primary sales market is Australia and it also maintains a presence in Malaysia and Hawaii. The acquisition of

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Breezway is expected to strengthen our position in the Australian window market and expand our product portfolio with new and innovative window designs as well as other complementary products. We paid an aggregate of approximately $85.9 million in cash (net of cash acquired) for the 2016 acquisitions of Trend and Breezway.

~~For additional information on acquisition activity, see Note 2 -~~ ~~Acquisitions~~.

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Results of Operations

The tables in this section summarize key components of our results of operations for the periods indicated, both in U.S. dollars and as a percentage of our net revenues. ~~All~~Certain percentages presented in this section have been rounded to the nearest whole number. Accordingly, totals may not equal the sum of the line items in the tables below. ~~The results for the three and nine months ended September 24, 2016 have been revised to reflect the correction of certain errors and other accumulated misstatements as described in Note 26 -~~ ~~Revision of Prior Period Financial Statements.~~

Comparison of the Three Months Ended ~~September 30, 2017~~March 26, 2022 to the Three Months Ended ~~September 24, 2016~~March 27, 2021

Three Months Ended
September 30, 2017 September 24, 2016
(dollars in thousands)
% of Net
Revenues

% of Net
Revenues
Net revenues $ 991,408
100.0 % $ 932,475
100.0 %
Cost of sales 763,196
77.0 % 726,792
77.9 %
Gross margin 228,212
23.0 % 205,683
22.1 %
Selling, general and administrative 142,615
14.4 % 129,818
13.9 %
Impairment and restructuring charges 2,262
0.2 % 3,945
0.4 %
Operating income 83,335
8.4 % 71,920
7.7 %
Interest expense, net 17,200
1.7 % 18,547
2.0 %
Other expense (income) 2,893
0.3 % (7,731 ) (0.8 )%
Income before taxes, equity earnings and discontinued operations 63,242
6.4 % 61,104
6.6 %
Income tax expense 13,042
1.3 % 13,477
1.4 %
Income from continuing operations, net of tax 50,200
5.1 % 47,627
5.1 %
Equity earnings of non-consolidated entities 1,075
0.1 % 1,198
(0.3 )%
Loss from discontinued operations, net of tax —
— % (2,741 ) 0.1 %
Net income $ 51,275
5.2 % $ 46,084
4.9 %


	Three Months Ended
	March 26, 2022				March 27, 2021
(amounts in thousands)			% of Net Revenues				% of Net Revenues
Net revenues	$	1,171,022	100.0	%	$	1,092,383		100.0	%
Cost of sales	967,724		82.6	%	856,444			78.4	%
Gross margin	203,298		17.4	%	235,939			21.6	%
Selling, general and administrative	192,996		16.5	%	191,554			17.5	%
Impairment and restructuring charges	1		—	%	927			0.1	%
Operating income	10,301		0.9	%	43,458			4.0	%
Interest expense, net	18,354		1.6	%	18,455			1.7	%

Other income	(7,337)		(0.6)	%	(10,841)			(1.0)	%
(Loss) income before taxes	(716)		(0.1)	%	35,844			3.3	%
Income tax (benefit) expense	(188)		—	%	10,359			0.9	%



Net (loss) income	$	(528)	—	%	$	25,485		2.3	%

Consolidated Results

Net Revenues – Net revenues increased ~~$58.9~~$78.6 million, or ~~6.3%~~7.2%, to ~~$991.4~~$1,171.0 million in the three months ended ~~September 30, 2017~~March 26, 2022 from ~~$932.5~~$1,092.4 million in the three months ended ~~September 24, 2016.~~March 27, 2021. The increase ~~in net revenues~~ was ~~primarily~~ due to ~~a 3% increase associated with the recent acquisitions,~~ an ~~increase~~improvement in core revenues of 2%10%, ~~and a 2% increase~~partially offset by an unfavorable impact from foreign exchange of 3%. Core revenues increased due to a ~~favorable foreign exchange impact. Core net revenues for the quarter increased in all three reporting segments.~~12% benefit from pricing, partially offset by unfavorable volume/mix of 2%.

Gross Margin – Gross margin ~~increased $22.5~~decreased $32.6 million, or ~~11.0%~~13.8%, to ~~$228.2~~$203.3 million in the three months ended ~~September 30, 2017~~March 26, 2022 from ~~$205.7~~$235.9 million in the three months ended ~~September 24, 2016.~~March 27, 2021. Gross margin as a percentage of net revenues was ~~23.0%~~17.4% in the three months ended ~~September 30, 2017~~March 26, 2022 and ~~22.1%~~21.6% in the three months ended ~~September 24, 2016.~~March 27, 2021. The ~~increase~~decrease in ~~gross margin and~~ gross margin percentage was primarily due to ~~favorable pricing, cost saving initiatives,~~ the ~~absence~~impact of ~~a $7.4 million charge to~~inflation on material costs, freight, and labor compensation and unfavorable volume/mix in the current period, ~~and the contribution from recent acquisitions,~~ partially offset by ~~operational inefficiencies in our North American windows business~~improved pricing and ~~certain regions of our European business.~~positive productivity.

SG&A Expense – SG&A expense increased ~~$12.8~~$1.4 million, or ~~9.9%~~0.8%, to ~~$142.6~~$193.0 million in the three months ended ~~September 30, 2017~~March 26, 2022 from ~~$129.8~~$191.6 million in the three months ended ~~September 24, 2016. SG&A expense as a percentage of net revenues was 14.4% for the three months ended September 30, 2017 and 13.9% for the three months ended September 24, 2016.~~March 27, 2021. The increase in SG&A expense ~~and SG&A expense percentage~~ was primarily due to increased marketing and research and development costs, partially offset by reduced legal and professional fees ~~and unfavorable foreign exchange impact as well as SG&A associated with our recent acquisitions.~~in the current period.

Impairment and Restructuring Charges – Impairment and restructuring charges decreased ~~$1.7~~$0.9 million, or ~~42.7%~~99.9%, to ~~$2.3~~$0.0 million in the three months ended ~~September 30, 2017~~March 26, 2022 from ~~$3.9~~$0.9 million in the three months ended ~~September 24, 2016. The charges~~March 27, 2021. Charges incurred in ~~the three months ended September 30, 2017 and September 24, 2016 consisted~~2021 primarily ~~of ongoing~~related to restructuring ~~costs in~~projects within our Europe segment.

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Interest Expense, Net – Interest expense, net, decreased ~~$1.3~~$0.1 million, or ~~7.3%~~0.5%, to ~~$17.2~~$18.4 million in the three months ended ~~September 30, 2017~~March 26, 2022 from $18.5 million in the three months ended ~~September 24, 2016.~~March 27, 2021. The decrease was primarily due ~~a reduction in~~to the ~~applicable margin resulting from~~repayment of the ~~2017~~ term loan ~~amendment, which became effective in March 2017.~~portion of the Australia Facility during the second quarter of 2021, partially offset by marginally higher interest on floating rate debt during the first quarter of 2022 compared to the same period 2021.

Other ~~Expense (Income)~~ Income – Other ~~expense increased $10.6~~income decreased $3.5 million, or 32.3%, to ~~$2.9~~$7.3 million ~~in expense~~ in the three months ended ~~September 30, 2017~~March 26, 2022 from ~~$7.7~~$10.8 million in the three months ended March 27, 2021. Other income in the three months ended ~~September 24, 2016. Expense~~March 26, 2022 primarily consisted of the recovery of cost from interest received on impaired notes of $7.0 million and pension income of $1.4 million, partially

offset by foreign currency losses of $1.7 million. Other income in the three months ended ~~September 30, 2017~~March 27, 2021 primarily consisted ~~primarily~~ of foreign currency ~~hedging losses~~gains of ~~$5.1~~$9.2 million ~~partially offset by~~and a ~~legal settlement income~~gain on sale of ~~$1.3~~property and equipment of $0.9 million. ~~Income in the three months ended September 24, 2016 primarily consisted of $8.4 million received in a confidential settlement agreement on a commercial matter in our North America segment.~~

Income Taxes – Income tax expense ~~in the three months ended September 30, 2017 was $13.0~~decreased $10.5 million, ~~compared~~or 101.8%, to ~~$13.5~~a tax benefit of $0.2 million in the three months ended ~~September 24, 2016.~~March 26, 2022 from tax expense of $10.4 million in the three months ended March 27, 2021. The effective tax rate in the three months ended ~~September 30, 2017~~March 26, 2022 was ~~20.6%~~26.3% compared to ~~an effective tax rate of 22.1%~~28.9% in the three months ended ~~September 24, 2017.~~

~~Comparison of the Nine Months Ended September 30, 2017 to the Nine Months Ended September 24, 2016~~

Nine Months Ended
September 30, 2017 September 24, 2016
(dollars in thousands)
% of Net
Revenues

% of Net
Revenues
Net revenues $ 2,787,931
100.0 % $ 2,693,630
100.0 %
Cost of sales 2,145,425
77.0 % 2,124,681
78.9 %
Gross margin 642,506
23.0 % 568,949
21.1 %
Selling, general and administrative 433,743
15.6 % 395,864
14.7 %
Impairment and restructuring charges 4,018
0.1 % 9,045
0.3 %
Operating income 204,745
7.3 % 164,040
6.1 %
Interest expense, net 61,639
2.2 % 53,725
2.0 %
Other expense (income) 8,257
0.3 % (8,960 ) (0.3 )%
Income before taxes, equity earnings and discontinued operations 134,849
4.8 % 119,275
4.4 %
Income tax expense (benefit) 32,997
1.2 % (139 ) — %
Income from continuing operations, net of tax 101,852
3.7 % 119,414
4.4 %
Equity earnings of non-consolidated entities 2,629
0.1 % 2,450
0.1 %
Loss from discontinued operations, net of tax —
— % (2,845 ) (0.1 )%
Net income $ 104,481
3.7 % $ 119,019
4.4 %

~~Consolidated Results~~

~~Net Revenues~~ ~~– Net revenues increased $94.3 million, or 3.5%, to $2,787.9 million~~March 27, 2021. The decrease in income taxes in the ~~nine~~three months ended ~~September 30, 2017 from $2,693.6 million in the nine months ended September 24, 2016. The increase in net revenues~~March 26, 2022 was primarily due to ~~an increase in core revenues of 2% and~~ a ~~2% increase associated with our recent acquisitions.~~

~~Gross Margin~~ – Gross margin increased $73.6 million, or 12.9%, to $642.5 million in the nine months ended September 30, 2017 from $568.9 million in the nine months ended September 24, 2016. Gross margin as a percentage of net revenues was 23.0% in the nine months ended September 30, 2017 and 21.1% in the nine months ended September 24, 2016. The increase in gross margin and gross margin percentage was due to favorable pricing, cost savings initiatives and contribution from recent acquisitions, partially offset by operational inefficiencies in our North American windows business and certain regions of our European business.

~~SG&A Expense~~ – SG&A expense increased $37.9 million, or 9.6%, to $433.7 million in the nine months ended September 30, 2017 from $395.9 million in the nine months ended September 24, 2016. SG&A expense as a percentage of net revenues was 15.6% for the nine months ended September 30, 2017 and 14.7% for the nine months ended September 24, 2016. The increase in SG&A expense and SG&A expense percentage was primarily due to increased professional fees, costs associated with our IPO and secondary offering, SG&A expense associated with our recent acquisitions, and increased wages including stock compensation.

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~~Impairment and Restructuring Charges~~ – Impairment and restructuring charges decreased $5.0 million, or 55.6%, to $4.0 million in the nine months ended September 30, 2017 from $9.0 million in the nine months ended September 24, 2016. The charges in the nine months ended September 30, 2017 consisted primarily of ongoing restructuring costs in our Europe segment. The charges for the nine months ended September 24, 2016 consisted primarily of ongoing personnel restructuring in our Europe and North America segment.

~~Interest Expense, Net~~ – Interest expense, net increased $7.9 million, or 14.7%, to $61.6 million in the nine months ended September 30, 2017 from $53.7 million in the nine months ended September 24, 2016. The increase was primarily due to interest expense resulting from the write-off of a portion of the unamortized debt issuance costs and original issue discount totaling approximately $7.0 million in connection with the repayment of $375 million of incremental term loans with proceeds from our IPO. In addition, interest expense increased due to higher long-term debt levels for the first month of the period as a result of incremental borrowing of $375 million under our Term Loan Facility, partially offset by a reduction in the applicable margin resulting from the 2017 term loan amendment, which became effective in March 2017.

~~Other Expense (Income)~~ ~~– Other expense increased $17.2 million, to $8.3 million in expense in the nine months ended September 30, 2017 from $9.0 million~~decrease in income ~~in the nine months ended September 24, 2016. Expense in the nine months ended September 30, 2017 consisted primarily~~before taxes of ~~foreign currency losses of $13.9 million, partially offset by a contract settlement of $2.2 million and legal settlement income of $1.3~~$36.6 million. ~~Income in the nine months ended September 24, 2016 primarily consisted of $8.4 million received in a confidential settlement agreement on a commercial matter in our North America segment.~~

For more information, refer to Note 10 – Income Taxes ~~– Income tax expense~~to our consolidated financial statements included in the nine months ended September 30, 2017 was $33.0 million, compared to a $0.1 million benefit in the nine months ended September 24, 2016. The effective tax rate in the nine months ended September 30, 2017 was 24.5% compared to an effective tax rate of (0.1)% in the nine months ended September 24, 2016. The prior year tax benefit of $0.1 million was due primarily to the net release of our valuation allowance of $26.3 million.

~~Back to top~~

this 10-Q.

Segment Results

We report our segment information in the same way management internally organizes the business in assessing performance and making decisions regarding allocation of resources in accordance with ASC ~~280-10-~~ 280-10 - Segment Reporting. We have determined that we have 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. We define Adjusted EBITDA as net income (loss), as adjusted for the following items: ~~income (loss)~~loss from discontinued operations, net of tax; ~~gain (loss) on sale of discontinued operations, net of tax;~~ equity earnings ~~(loss)~~ of non-consolidated entities; income tax (benefit) expense; depreciation and ~~intangible~~ amortization; interest expense, net; impairment and restructuring charges; gain on previously held shares of equity investment; (gain) loss on sale of property and equipment; share-based compensation expense; non-cash foreign exchange transaction/translation (income) loss; other non-cash items; other items; and costs related to debt restructuring and debt ~~refinancing, and the Onex Partners Investment.~~refinancing. For additional information on segment Adjusted EBITDA, see Note ~~13-~~ 11 - Segment Information to our consolidated financial statements included in this ~~Form~~ 10-Q.

Comparison of the Three Months Ended March 26, 2022 to the Three Months Ended March 27, 2021


										Three Months Ended
	Three Months Ended
(dollars in thousands)	September 30, 2017			September 24, 2016
(amounts in thousands)									(amounts in thousands)	March 26, 2022			March 27, 2021
Net revenues from external customers							% Variance		Net revenues from external customers							% Variance
North America	$	571,961		$	552,225		3.6	%	North America	$	722,343		$	639,615		12.9	%
Europe	265,117			246,875			7.4	%	Europe	323,272			320,515			0.9	%
Australasia	154,330			133,375			15.7	%	Australasia	125,407			132,253			(5.2)	%
Total Consolidated	$	991,408		$	932,475		6.3	%	Total Consolidated	$	1,171,022		$	1,092,383		7.2	%
Percentage of total consolidated net revenues									Percentage of total consolidated net revenues
North America	57.7		%	59.2		%			North America	61.7		%	58.6		%
Europe	26.7		%	26.5		%			Europe	27.6		%	29.3		%
Australasia	15.6		%	14.3		%			Australasia	10.7		%	12.1		%
Total Consolidated	100.0		%	100.0		%			Total Consolidated	100.0		%	100.0		%
Adjusted EBITDA⁽¹⁾									Adjusted EBITDA(1)
North America	$	82,494		$	78,706		4.8	%	North America	$	67,085		$	79,793		(15.9)	%
Europe	33,375			31,431			6.2	%	Europe	14,698			28,794			(49.0)	%
Australasia	22,901			17,839			28.4	%	Australasia	10,372			13,199			(21.4)	%
Corporate and Unallocated costs	(10,554		)	(9,970		)	5.9	%
Corporate and unallocated costs									Corporate and unallocated costs	(11,906)			(23,875)			(50.1)	%
Total Consolidated	$	128,216		$	118,006		8.7	%	Total Consolidated	$	80,249		$	97,911		(18.0)	%
Adjusted EBITDA as a percentage of segment net revenues									Adjusted EBITDA as a percentage of segment net revenues
North America	14.4		%	14.3		%			North America	9.3		%	12.5		%
Europe	12.6		%	12.7		%			Europe	4.5		%	9.0		%
Australasia	14.8		%	13.4		%			Australasia	8.3		%	10.0		%
Total Consolidated	12.9		%	12.7		%			Total Consolidated	6.9		%	9.0		%

~~____________________________~~

(1)Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted EBITDA, see Note 11 - Segment Information in our unaudited consolidated financial statements.

Net revenues in North America increased ~~$19.7~~$82.7 million, or ~~3.6%~~12.9%, to ~~$572.0~~$722.3 million in the three months ended ~~September 30, 2017~~March 26, 2022 from ~~$552.2~~$639.6 million in the three months ended ~~September 24, 2016.~~March 27, 2021. The increase ~~in net revenues~~ was due to an increase in core revenues ~~growth~~ of ~~2% and the acquisition~~13%. Core revenues increased due to a 14% benefit from pricing, partially offset by unfavorable volume/mix of ~~MMI Door which provided a 2% increase.~~1%.

Adjusted EBITDA in North America ~~increased $3.8~~decreased $12.7 million, or ~~4.8%~~15.9%, to ~~$82.5~~$67.1 million in the three months ended ~~September 30, 2017~~March 26, 2022 from ~~$78.7~~$79.8 million in the three months ended ~~September 24, 2016.~~March 27, 2021. The ~~increase in Adjusted EBITDA~~decrease was ~~primarily~~ due to the impact of inflation on material costs, freight, and labor compensation, partially offset by favorable pricing and ~~cost saving initiatives and our acquisition of MMI Door, partially offset by operational inefficiencies in our North American windows business and higher freight costs.~~

positive productivity.

Net revenues in Europe increased ~~$18.2~~$2.8 million, or ~~7.4%~~0.9%, to ~~$265.1~~$323.3 million in the three months ended ~~September 30, 2017~~March 26, 2022 from ~~$246.9~~$320.5 million in the three months ended ~~September 24, 2016.~~March 27, 2021. The increase ~~in net revenues was primarily due to favorable foreign exchange impact of 4%, as well as the acquisition of Mattiovi. In addition, core net revenues increased 1% due to favorable pricing.~~

Adjusted EBITDA in Europe increased $1.9 million, or 6.2%, to $33.4 million in the three months ended September 30, 2017 from $31.4 million in the three months ended September 24, 2016. The increase in Adjusted EBITDA was primarily due to cost saving initiatives and an increase in volume associated with the realignment of our customer and product portfolio aimed at driving profitable growth as well as our acquisition of Mattiovi, partially offset by material inflation and unfavorable pricing in the UK.

Net revenues in Australasia increased $21.0 million, or 15.7%, to $154.3 million in the three months ended September 30, 2017 from $133.4 million in the three months ended September 24, 2016. The increase in net revenues was primarily due to the acquisition of Breezway and Kolder which provided an 8% increase in net revenues. Core net revenues increased 4%, comprised primarily of an increase in volume, while favorable foreign exchange impact increased revenue by 4%.

Adjusted EBITDA in Australasia increased $5.1 million, or 28.4%, to $22.9 million in the three months ended September 30, 2017 from $17.8 million in the three months ended September 24, 2016. The increase in Adjusted EBITDA was primarily due to the acquisition of Breezway and Kolder and profitable core growth.

Adjusted EBITDA⁽¹⁾

~~____________________________~~

Net revenues in North America increased $27.9 million, or 1.8%, to $1,607.7 million in the nine months ended September 30, 2017 from $1,579.9 million in the nine months ended September 24, 2016. The increase in net revenues was primarily due to the acquisition of MMI Door which provided a 1% increase. In addition, core net revenues increased 1% comprised of favorable pricing of 2%, offset by a decrease in volume/mix of 1%. The decrease in volume/mix was primarily driven by activity in our retail channel, including the impact of the previously announced business line rationalization in Florida, partially offset by an increase in volume due to additional shipping days in the first quarter of 2017.

Adjusted EBITDA in North America increased $26.3 million, or 14.1%, to $212.5 million in the nine months ended September 30, 2017 from $186.2 million in the nine months ended September 24, 2016. The increase in Adjusted EBITDA was due to the acquisition of MMI Door, as well as favorable pricing and cost saving initiatives compared to the same period in the prior year, partially offset by operational inefficiencies in our North American windows business.

Net revenues in Europe increased $14.1 million, or 1.9%, to $766.3 million in the nine months ended September 30, 2017 from $752.2 million in the nine months ended September 24, 2016. The increase in net revenues was primarily due to an increase in core ~~net~~revenue of 8%, partially offset by an unfavorable impact from foreign exchange of 7%. Core revenues ~~of 3% which was comprised of an increase in volume/mix of approximately 2%, and favorable pricing of approximately 1%. The increase in volume was primarily~~increased due to ~~additional shipping days in the first quarter of 2017. The acquisition of Mattiovi provided~~ an ~~additional 1% increase. These increases were~~11% benefit from pricing, partially offset by unfavorable ~~foreign exchange impact~~volume/mix of 2%3%.

Adjusted EBITDA in Europe ~~increased $7.2~~decreased $14.1 million, or ~~8.0%~~49.0%, to ~~$97.6~~$14.7 million in the ~~nine~~three months ended ~~September 30, 2017~~March 26, 2022 from ~~$90.4~~$28.8 million in the ~~nine~~three months ended ~~September 24, 2016.~~March 27, 2021. The ~~increase in Adjusted EBITDA~~decrease was primarily due to the ~~additional shipping days in the first quarter~~impact of ~~2017,~~inflation on material costs, freight, and labor compensation, increased utility costs, negative productivity, and unfavorable volume/mix, partially offset by favorable ~~pricing, our Mattiovi acquisition and our cost saving initiatives.~~

Net revenues in Australasia ~~increased $52.3~~decreased $6.8 million, or ~~14.5%~~5.2%, to ~~$413.9~~$125.4 million in the ~~nine~~three months ended ~~September 30, 2017~~March 26, 2022 from ~~$361.5~~$132.3 million in the ~~nine~~three months ended ~~September 24, 2016.~~March 27, 2021. The ~~increase in net revenues~~decrease was primarily due to ~~the acquisitions~~an unfavorable impact from foreign exchange of ~~Trend, Breezway and Kolder which provided an 8% increase in net revenues. Core net revenues increased 4%~~6%, ~~and were comprised of~~partially offset by an increase in core revenues of 1%. Core revenues increased due to a 6% benefit from pricing, partially offset by unfavorable volume/mix of ~~3% and favorable pricing of 1%~~5%. ~~The increase in volume was due to additional shipping days in the first quarter of 2017. Favorable foreign exchange rates added an additional 3% increase in net revenues.~~

Adjusted EBITDA in Australasia ~~increased $12.5~~decreased $2.8 million, or ~~30.5%~~21.4%, to ~~$53.5~~$10.4 million in the ~~nine~~three months ended ~~September 30, 2017~~March 26, 2022 from ~~$41.0~~$13.2 million in the ~~nine~~three months ended ~~September 24, 2016.~~March 27, 2021. The ~~increase in Adjusted EBITDA~~decrease was primarily due to unfavorable volume/mix and the ~~acquisitions~~impact of ~~Trend, Breezway~~inflation on material costs and ~~Kolder as well as the additional shipping days~~labor compensation, partially offset by favorable pricing.

Corporate and unallocated costs

Corporate and unallocated costs decreased in the ~~first quarter~~three months ended March 26, 2022 compared to the three months ended March 27, 2021 primarily due to the recovery of ~~2017, our pricing initiatives,~~cost from interest received on impaired notes and ~~favorable~~a gain on foreign exchange ~~impact.~~

transactions in the current period resulting in an increase to Adjusted EBITDA of $12.0 million, or 50.1%.

Liquidity and Capital Resources

We have historically funded our operations through a combination of cash from operations, draws on our revolving credit facilities, and the issuance of non-revolving debt such as our Term Loan ~~Facility.~~ Facility, Senior Notes, and Senior Secured Notes. Working capital fluctuates throughout the year and is affected by the seasonality of sales of our products, customer payment patterns, and the translation of the balance sheets of our foreign operations into the U.S. dollar. Typically, working capital increases at the end of the first quarter and beginning of the second quarter in conjunction with, and in preparation for, the peak season for home construction and remodeling in our North America and Europe segments, which represent the substantial majority of our revenues, and decreases starting in the fourth quarter as inventory levels and accounts receivable decline. Inventories fluctuate for raw materials with long delivery lead times, such as steel, as we work through prior shipments and take delivery of new orders.

As of ~~September 30, 2017,~~March 26, 2022, we had total liquidity (a non-GAAP measure) of ~~$518.8~~$584.7 million, ~~which included $219.5~~consisting of $265.6 million in unrestricted cash, ~~$240.2~~$301.8 million available for borrowing under the ABL Facility, and AUD ~~$18.0~~23.0 million ($~~14.1~~17.3 million) available for borrowing under the Australia Senior Secured Credit Facility, ~~and €38.1 million ($45.0 million) available for borrowing under the Euro Revolving Facility. This compares~~compared to total liquidity of ~~$381.9~~$837.8 million as of December 31, ~~2016.~~2021. The ~~increase~~decrease in ~~our~~ total liquidity ~~at September 30, 2017 compared to December 31, 2016~~ was primarily due to cash utilized for share repurchases, higher working capital investments, and decreased earnings in the current period.

As of March 26, 2022, our cash ~~levels resulting from the retained portion~~balances, including $1.5 million of ~~net proceeds~~restricted cash, consisted of ~~$472.4 million from the IPO, and increased availability under the ABL Facility.~~

~~In October 2014, we entered into the Corporate Credit Facilities, consisting of $775~~$13.8 million in ~~Initial Term Loans~~the U.S. and a $300 million ABL Facility. The proceeds from the Initial Term Loans were primarily used to (i) repay amounts outstanding under, and extinguish, our former revolving credit facility, (ii) redeem all of the outstanding 12.25% senior secured notes at a premium over face value of $28.2 million, and (iii) satisfy our obligation under a guarantee of certain letters of credit supporting an industrial revenue bond. We incurred $15.4 million of debt issuance costs related to the Corporate Credit Facilities, which is included as a reduction of the corresponding debt liability in the accompanying unaudited consolidated balance sheets and will be amortized to interest expense over the life of the facilities using the effective interest method.

~~In July 2015, we amended our Term Loan Facility and borrowed an incremental $480~~$253.3 million in 2015 Incremental Term Loans. The proceeds were primarily used to make payments of approximately $431 million to holders of our then outstanding common stock, Series A Convertible Preferred Stock, Class B-1 Common Stock, options, and RSUs. We incurred $7.9 million of debt issuance costs related to the $480 million of incremental borrowings, which is included as an offset to long-term debt in the accompanying unaudited consolidated balance sheets and will be amortized to interest expense over the life of the facility using the effective interest method.

In November 2016, we increased borrowings under our existing Term Loan Facility and amended certain of its terms in the 2016 term loan amendment. We borrowed an incremental $375 million and refinanced the previously outstanding principal loan amount of $1,236.6 million for a consolidated total of $1,611.6 million in principal amount outstanding under the Amended Term Loans. The proceeds from the incremental term loan borrowing, along with cash on hand, were used to fund a distribution to shareholders and holders of equity awards (See Note 14- ~~Convertible Preferred Shares~~). The offering price of the incremental term loan debt was 99.75% of par. We incurred $8.1 million of debt issuance costs related to the 2016 term loan amendment, which is included as an offset to long-term debt in the accompanying unaudited consolidated balance sheets. In connection with and using a portion of the proceeds from the IPO, we prepaid $375 million of the Amended Term Loans on February 6, 2017.

In March 2017, we further amended the Term Loan Facility in the 2017 term loan amendment to reduce the interest rate applicable to our outstanding term loans. The offering price of the Amended Term Loans was par. The Amended Term Loans bear interest at LIBOR (subject to a floor of 1.00%) plus a margin of 2.75% to 3.00%, depending on our ratio of net debt to Adjusted EBITDA, and require quarterly principal repayment beginning in March 2017. We incurred $1.1 million of debt issuance costs related to the 2017 term loan amendment, which is included as an offset to long-term debt in the accompanying unaudited consolidated balance sheets.

non-U.S. subsidiaries. Based on our current level of operations, the seasonality of our business and anticipated growth, we believe that cash provided by operations and other sources of liquidity, including cash, cash equivalents and ~~borrowings~~availability under our revolving credit

facilities, will provide adequate liquidity for ongoing operations, planned capital expenditures and other investments, and debt service requirements for at least the next twelve months.

We may, from time to time, refinance, reprice, extend, retire or otherwise modify our outstanding debt to lower our interest payments, reduce our debt, or otherwise improve our financial position. These actions may include repricing amendments, extensions, and/or opportunistic refinancing of debt. The amount of debt that may be refinanced, repriced, extended, retired, or otherwise modified, if any, will depend on market conditions, trading levels of our debt, our cash position, compliance with debt covenants, and other considerations. ~~Our affiliates may also purchase~~

Based on hypothetical variable rate debt that would have resulted from drawing each revolving credit facility up to the full commitment amount, a 1.0% decrease in interest rates would have reduced our interest expense by $0.7 million in the three months ended March 26, 2022. A 1.0% increase in interest rates would have increased our interest expense by $1.7 million in the same period. The impact of a hypothetical decrease would have been partially mitigated by interest rate floors that apply to certain of our debt ~~from time~~agreements.

Borrowings and Refinancings

In December 2021, we amended our Australia Senior Secured Credit Facility resulting in reduced borrowing fees and reinstated maintenance financial covenant ratios to ~~time, through open market purchases or other transactions.~~ pre-pandemic thresholds.

In ~~such cases,~~July 2021, we refinanced our ~~debt may not be retired,~~existing Term Loan Facility and ABL Facility by issuing replacement loans that aggregated to $550.0 million in ~~which case~~principal amount under the Term Loan Facility and added $100.0 million in potential additional revolving loan capacity to our ABL Facility.

As of March 26, 2022, we ~~would continue to pay interest~~were in ~~accordance~~compliance with the terms of all of our Credit Facilities and the ~~debt,~~indentures governing the Senior Notes and ~~we would~~Senior Secured Notes.

Our results have been and will continue to ~~reflect the debt as outstanding~~be impacted by substantial changes in our net interest expense throughout the periods presented and into the future. See Note 9 - Long-Term Debt to our consolidated ~~balance sheets.~~

financial statements for additional details.

The following table summarizes the changes to our cash flows for the periods presented:

Cash Flow from Operations

Net cash ~~provided by~~used in operating activities increased ~~$63.9~~$122.0 million to ~~$174.1~~$186.9 million in the ~~nine~~three months ended ~~September 30, 2017~~March 26, 2022 from ~~$110.2~~$64.9 million in the three months ended March 27, 2021. The increase in cash used in ~~operations~~operating activities was due primarily to increased working capital and decreased earnings in the ~~nine months ended September 24, 2016. This increase was primarily due to acquisitions, improved profitability, and changes in working capital.~~

Cash Flow from Investing Activities

Net cash used in investing activities ~~increased $11.9~~decreased $9.1 million to ~~$153.5~~$9.3 million in the ~~nine~~three months ended ~~September 30, 2017~~March 26, 2022 from ~~$141.6~~$18.3 million in the ~~nine~~three months ended ~~September 24, 2016. The increase was~~March 27, 2021 primarily due to ~~acquisitions activity during~~cash received from the ~~year, partly offset by~~recovery of cost from interest received on impaired notes of $7.0 and a reduction in capital ~~expenditures due to the completion of the glass plant in Australia in January 2017, which resulted in lower capital expenditures compared to prior period.~~

Cash Flow from Financing Activities

Net cash provided by financing activities was ~~$85.8~~$71.3 million in the ~~nine~~three months ended ~~September 30, 2017~~March 26, 2022 and ~~was comprised~~consisted primarily of ~~proceeds from the IPO~~net borrowings of ~~$480.3~~$110.6 million, partially offset by repurchases of ~~which $375.0 million~~our Common Stock of ~~proceeds were used to paydown outstanding debt.~~

Net cash used in financing activities ~~in the nine months ended September 24, 2016~~ was $17.4 million and was comprised primarily of payments related to the settlement of indemnification claims under the 2011 and 2012 Stock purchase Agreements with Onex, offset by $3.3 million of short-term and long-term debt borrowings as well as $2.1 million in employee note repayment.

~~As of September 30, 2017, our cash balances consisted of $80.6~~$30.5 million in the ~~U.S.~~three months ended March 27, 2021 and ~~$138.9 million in non-U.S. subsidiaries. We believe that our operations in the U.S. will be able to fund the majority~~consisted primarily of repurchases of our ~~near-term cash requirements using cash flow from operations within the U.S.~~Common Stock of $23.1 million and ~~availability under the ABL Facility.~~

net debt repayments of $8.6 million.

Critical Accounting Policies and Estimates

Our MD&A is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which may differ from these estimates.

Our significant accounting policies are described in Note 1 - Summary of Significant Accounting Policies to the consolidated financial statements presented in our 10-K. Our critical accounting policies and estimates are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 10-K. Our significant and critical accounting policies have not changed significantly since 10-K was filed.

Holding Company Status

We are a holding company that conducts all of our operations through ~~subsidiaries.~~subsidiaries, and we rely on dividends or advances from our subsidiaries to fund the holding company. The majority of our operating income is derived from JWI, our main operating subsidiary. ~~Consequently, we rely on dividends or advances from our subsidiaries.~~ The ability of our subsidiaries to pay dividends to us is subject to applicable local law and may be limited due to the terms of other contractual arrangements, including our Credit ~~Facilities.~~Facilities, Senior Notes, and Senior Secured Notes.

The ~~Euro Revolving Facility and~~ Australia Senior Secured Credit Facility ~~contain~~also contains restrictions on dividends that limit the amount of cash that the obligors under these facilities can distribute to ~~us. Obligors under the Euro Revolving Facility may pay dividends only out of available cash flow and only while no default is continuing under such agreement.~~JWI. Obligors under the Australia Senior Secured Credit Facility may pay dividends only to the extent they do not exceed 80% of after tax net profits (with a one-year carryforward of unused amounts) and only while no default is continuing under such agreement. For further information regarding the Australia Senior Secured Credit Facility, see Note 9 - Long-Term Debt in our consolidated financial statements.

The amount of our consolidated net assets that were available to be distributed under ~~these financing arrangements~~our credit facilities as of ~~September 30, 2017~~March 26, 2022 was ~~$975.8~~$797.1 million. For further information regarding the Euro Revolving Facility and the Australia Senior Secured Credit Facility, see “Euro Revolving Facility” and “Australia Senior Secured Credit Facility” below.

~~Off-Balance Sheet Arrangements~~

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

~~Lines of Credit and Long-Term Debt~~

In October 2014, we entered into the Corporate Credit Facilities, which initially consisted of the Initial Term Loans and the ABL Facility. In July 2015, we entered the 2015 Incremental Term Loans and amended our Corporate Credit Facilities to, among other things, permit a distribution of approximately $420 million to holders of our common stock, our Series A Convertible Preferred Stock, and our Class B-1 Common Stock. In November 2016, we borrowed $375 million under our Term Loan Facility and entered the 2016 term loan amendment to, among other things, (i) permit a $400 million distribution, (ii) reduce the interest rate on the Initial Term Loans, and (iii) conform the terms (including providing for a maturity date of July 1, 2022) of all outstanding term loans under the Term Loan Facility. We incurred $8.1 million of debt issuance costs related to the 2016 term loan amendment. In February 2017, we prepaid $375 million of outstanding principal under our Term Loan Facility and have recorded interest expense of approximately $7.0 million due to the write-off of a portion of the original issue discount and unamortized debt issuance costs associated with the Term Loan Facility. In March 2017, we entered into the 2017 term loan amendment to reduce the interest rate applicable to all outstanding term loans and incurred $1.1 million of debt issuance costs related to the 2017 term loan amendment. As of September 30, 2017, we had approximately $1,227.4 million of term loans outstanding under the Term Loan Facility. As of September 30, 2017, we were in compliance with the terms of the Corporate Credit Facilities.

The Amended Term Loans bear interest at LIBOR (subject to a floor of 1.00%) plus a margin of 2.75% to 3.00% depending on a ratio of net debt to Adjusted EBITDA. We have entered into forward starting interest rate swap agreements in order to effectively change the interest rate on a substantial portion of our Term Loan Facility from a variable rate to a fixed rate. See Item 3- ~~Quantitative and Qualitative Disclosures About Market Risk-~~ Interest Rate Risk. The Amended Term Loans amortize in nominal quarterly installments of $3.1 million, which is equal to 0.25% of the initial aggregate principal amount of the Amended Term Loans. The Term Loan Facility has various non-financial covenants, including restrictions on liens, indebtedness, and dividends, customary representations and warranties, and customary events of defaults and remedies, but has no financial maintenance covenants. The Amended Term Loans mature on July 1, 2022.

The offering price of the Initial Term Loans was 99.00% of par, the offering price of the 2015 Incremental Term Loans was 99.50% of par, the offering price of the 2016 Term Loans was 99.75% of par and the offering price of the Amended Term Loans was 100.0% of par. Prior to the 2016 term loan amendment, the Initial Term Loans bore interest at LIBOR (subject to a floor of 1.00%) plus a margin of 4.25%. Prior to the 2016 term loan amendment, the 2015 Incremental Term Loans bore interest at LIBOR (subject to a floor of 1.00%) plus a margin of 3.75% to 4.00% depending on our ratio of net debt to Adjusted EBITDA. Prior to the 2017 term loan amendment, the 2016 Term Loans bore interest at LIBOR (subject to a floor of 1.00%) plus a margin of 3.50% to 3.75% depending on our ratio of net debt to Adjusted EBITDA.

The Term Loan Facility permits us to add one or more incremental term loans up to the sum of: (i) an unlimited amount subject to compliance with a maximum total net first lien leverage ratio test of 4.35:1.00 plus (ii) voluntary prepayments of term loans plus (iii) a fixed amount of $285.0 million, in each case, subject to certain conditions.

Extensions of credit under the ABL Facility are limited by a borrowing base calculated periodically based on specified percentages of the value of eligible accounts receivable, eligible inventory and certain other assets, subject to certain reserves and other adjustments. The borrowing base for U.S. and Canadian borrowers is calculated separately. U.S. borrowers may borrow up to $255 million under the ABL Facility and Canadian borrowers may borrow up to $45 million under the ABL Facility, in each case subject to periodic adjustments of such sub-limits and applicable borrowing base availability.

Borrowings under the ABL Facility bear interest primarily at LIBOR plus a margin that fluctuates from 1.50% to 2.00% depending on availability under the ABL Facility, although we may also borrow at other base rates plus a margin. We pay an annual commitment fee between 0.25% and 0.375% on the unused portion of the commitments under the ABL Facility. As of September 30, 2017, we had $240.2 million available under the ABL Facility. The ABL Facility has a minimum fixed charge coverage ratio that we are obligated to comply with under certain circumstances. The ABL Facility has various non-financial covenants, including restrictions on liens, indebtedness, and dividends, customary representations and warranties, and customary events of defaults and remedies. The ABL Facility matures on October 15, 2019.

~~The ABL Facility permits us to request increases in the amount of the commitments under the ABL Facility up to an aggregate maximum amount of $100 million, subject to certain conditions.~~

In September 2016, JWA amended and extended its credit agreement, the Australia Senior Secured Credit Facility, to provide for an AUD $18 million floating rate revolving loan facility, an AUD $8 million interchangeable facility for guarantees/letters of credit, an AUD $7 million electronic payaway facility, an AUD $2 million asset finance facility, an AUD $1 million commercial card facility and an AUD $5 million overdraft line of credit. In August 2017, JWA further amended the Australia Senior Secured Credit Facility to increase the interchangeable facility limit to AUD $9 million. The credit agreement matures in June 2019. At September 30, 2017, there were no borrowings under the revolving loan facility or the overdraft line of credit. Loans under the revolving loan facility bear interest at the BBSY plus a margin of 0.75%, and a line fee of 1.15% is also paid on the revolving facility limit. Overdraft balances bear interest at the bank’s reference rate minus a margin of 1.00%, and a line fee of 1.15% is paid on the overdraft facility limit. At September 30, 2017, we had AUD $18.0 million (or $14.1 million) available under the revolving loan facility, AUD $1.7 million (or $1.3 million) under the interchangeable facility, AUD $7.0 million (or $5.5 million) under the electronic payaway facility, AUD $1.5 million (or $1.2 million) under the asset finance facility, AUD $0.8 million (or $0.6 million) under the commercial card facility and AUD $5.0 million (or $3.9 million) available under the overdraft line of credit. The credit facility is secured by guarantees of the subsidiaries of JWA, fixed and floating charges on the assets of the JWA group, and mortgages on certain real properties owned by the JWA group. The agreement requires that JWA maintain certain financial ratios, including a minimum consolidated interest coverage ratio and a maximum consolidated debt to EBITDA ratio. The agreement limits dividends and repayments of intercompany loans where the JWA group is the borrower and limits acquisitions without the bank’s consent. As of September 30, 2017, we were in compliance with the terms of the Australia Senior Secured Credit Facility.

In January 2015, JELD-WEN of Europe B.V. (which was subsequently merged with JELD-WEN A/S, which survived the merger) entered into the Euro Revolving Facility, a €39 million revolving credit facility, which includes an option to increase the commitment by an amount of up to €10 million, with a syndicate of lenders and Danske Bank A/S, as agent. The Euro Revolving Facility matures on January 30, 2019. Loans under the Euro Revolving Facility bear interest at CIBOR, CHF LIBOR, EURIBOR, NIBOR, STIBOR or LIBOR (subject to a floor of 0.00%), depending on the currency, plus a margin of 2.5%, and a commitment fee of 1% is also paid on the unutilized amount of the revolving credit facility calculated on a day-to-day basis. As of September 30, 2017, we had no outstanding borrowings, €0.9 million (or $1.1 million) of bank guarantees outstanding, and €38.1 million (or $45.0 million) available under this facility. The Euro Revolving Facility requires JELD-WEN A/S to maintain certain financial ratios, including a maximum ratio of senior leverage to Adjusted EBITDA (as calculated therein), and a minimum ratio of Adjusted EBITDA (as calculated therein) to net finance charges. In addition, the Euro Revolving Facility has various non-financial covenants including restrictions on liens, indebtedness, and dividends, customary representations and warranties, and customary events of default and remedies. As of September 30, 2017, we were in compliance with the terms of the Euro Revolving Facility.

In December 2007, JELD-WEN Danmark A/S entered into thirty-year mortgage notes secured by land and buildings with principal payments beginning in 2018 that will fully amortize the principal by the end of 2037. As of September 30, 2017, we had DKK 208.1 million (or $33.0 million) outstanding under these notes.

We entered into installment notes representing insurance premium financing, miscellaneous capitalized equipment lease obligations, and a term loan secured by the related equipment with payments through 2022. As of September 30, 2017, we had $11.3 million outstanding under these notes.

We entered into installment notes for stock representing amounts due to former or retired employees for repurchases of our stock that are payable over 5 or 10 years depending on the amount with payments through 2020. As of September 30, 2017, we had $2.0 million outstanding under these notes.

We have eight outstanding interest rate swap agreements for the purpose of managing market risk and our exposure to changes in interest rates by effectively converting the variable interest rate on a portion of the Term Loan Facility to a fixed rate. Two such agreements became effective on September 30, 2015, two on June 30, 2016, two on September 30, 2016, and two on December 30, 2016.

The counterparties for these swap agreements are Royal Bank of Canada, Barclays Bank PLC, and Wells Fargo Bank, N.A. The aggregate notional amount covered under these agreements, which all expire on September 30, 2019, totals $914.3 million as of September 30, 2017. The table below sets forth the period, notional amount and fixed rates for our interest rate swaps:

Each of the swap agreements receives a floating rate based on three month LIBOR and is settled every calendar quarter-end. The effect of these swap agreements is to lock in a fixed rate of interest on the aggregate notional amount hedged of approximately 2.188% as of September 30, 2017, plus the applicable margin paid to lenders over three month LIBOR. At September 30, 2017, the effective rate on the aggregate notional amount hedged (including the applicable margin paid to lenders over three month LIBOR) was approximately 5.188%. These swaps have been designated as cash flow hedges against variability in future interest rate payments on the Term Loan Facility and are marked to market through consolidated other comprehensive income (loss).

A hypothetical increase or decrease in interest rates of 1.0% (based on variable rate debt if revolving credit facilities were fully drawn and taking into account the eight interest rate swaps that were in effect on September 30, 2017) would have increased or decreased our interest expense by $5.4 million for the nine months ended September 30, 2017.

~~Critical Accounting Policies and Estimates~~

~~Our significant accounting policies are described in Note 1 -~~ ~~Summary of Significant Accounting Policies~~ to the consolidated financial statements presented in the Form 10-K. Our critical accounting policies and estimates are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K. Our significant and critical accounting policies have not changed significantly since the filing of our Form 10-K.

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

Item 4 - Controls and ~~Procedures.~~Procedures

Disclosure Controls and Procedures

~~(a)~~ ~~Evaluation of disclosure controls and procedures.~~ ~~Based on the evaluation of our~~ The Company maintains disclosure controls and procedures (as defined in ~~Exchange Act~~ Rules 13a-15(e) and 15d-15(e)~~) required by~~ under the Securities Exchange Act ~~Rules 13a-15(b)~~of 1934, as amended (the “Exchange Act”)), which are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, including this Report, are recorded, processed, summarized and ~~15d-15(b) our Chief Executive Officer~~reported within the time periods specified in the SEC’s rules and ~~our Chief Financial Officer have~~forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer (“CEO”) and principal financial officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure.

The Company’s management, including the Company’s CEO and CFO, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Report and, based on that evaluation, the CEO and CFO concluded that ~~due to material weaknesses in internal control over financial reporting related to~~ the ~~accounting for income tax as described in Item 9A-Controls and Procedures~~ ~~in our Form 10-K, our~~Company’s disclosure controls and procedures were ~~not~~ effective as of September 30, 2017. Notwithstanding these material weaknesses, each of our Chief Executive Officer and Chief Financial Officer has certified that, based on his knowledge, the financial statements, and other financial information included in this report, fairly present, in all material respects, the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report.March 26, 2022.

There were no changes in our internal control over financial reporting as(as defined in ~~Exchange Act~~ Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the ~~third~~Company’s most recently completed quarter ~~of 2017~~ended March 26, 2022 that have materially affected, or are reasonably likely to materially affect, ~~our~~the Company’s internal control over financial reporting.

~~(c)~~ ~~Remediation Plan.~~ ~~As previously described in Item 9A-Controls and Procedures~~ ~~of our Form 10-K, we began implementing a remediation plan to address the control deficiencies that led to the material weaknesses mentioned above. The remediation plan includes the following:~~

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

~~We are involved in various legal proceedings, claims,~~ Information relating to this item is included within Note 19 - Commitments and ~~government audits arising in the ordinary course~~ Contingencies of ~~business. We record~~ our best estimate of a loss, including estimated defense costs, when the loss is considered probable and the amount of such loss can be reasonably estimated. When a loss is probable and there is a range of estimated loss with no best estimate within the range, we record the minimum estimated liability related to the lawsuit or claim. As additional information becomes available, we assess the potential liability related to pending litigation and claims and revise our accruals if necessary. Because of uncertainties related to the resolution of lawsuits and claims, the ultimate outcome may differ materially from our estimates. In the opinion of management and based on the liability accruals provided, the ultimate exposure with respect to these lawsuits and claims is not expected to have a material adverse effect on our consolidated financial ~~position or cash flows, although they could have a material adverse effect on our operating results for a particular reporting period.~~

We sell molded door skins to certain customers pursuant to long-term contracts, and these customers in turn use the molded door skins to manufacture interior doors and compete directly against us in the marketplace. We have given notice of termination of one of these contracts and, on June 29, 2016, the counterparty to the agreement, Steves filed a claim against JWI in the U.S. District Court for the Eastern District of Virginia, Richmond Division (“Eastern District of Virginia”). The complaint alleges that our acquisition of CMI, together with subsequent price increases and other alleged acts and omissions, violated antitrust laws and constituted a breach of contract, and breach of warranty, and tort. The complaint seeks declaratory relief, ordinary and treble damages, and injunctive relief, including divestiture of certain assets acquired in the CMI acquisition.

Steves’ expert witnesses have opined that the damages suffered by Steves range from $36 million to $60 million, a portion of which Steves asserts is subject to trebling in the event Steves prevails on its antitrust claims. Steves also seeks recovery of its attorneys’ fees incurred in pursuing its claims, which amounts have not yet been quantified. We believe Steves’ claims lack merit, Steves’ damages calculations are speculative and excessive, and Steves is not entitled in any event to the extraordinary remedy of divestiture. We are defending vigorously against this action.

~~Management does not believe that a loss~~statements included elsewhere in this matter is probable and, therefore, has not accrued a reserve for this loss contingency. Because the operations acquired from CMI have been fully integrated into the Company’s other operations, divestiture of those operations would be difficult if not impossible and therefore it is not possible to estimate the cost of any final divestiture order or the extent to which such an order would have a material adverse effect on our financial position, operating results or cash flows. We have filed a motion for summary judgment on several grounds, seeking dismissal of certain of Steves’ claims. A hearing on that motion is scheduled to occur on November 16, 2017. Trial of this matter is set to begin on January 8, 2018.10-Q.

During the course of the proceedings, we discovered certain facts that led us to conclude that Steves, its principals, and certain former employees of the Company had misappropriated Company trade secrets, violated the terms of various agreements between the Company and those parties, and violated other laws. We have asserted claims against certain of those parties in the Eastern District of Virginia and in the District Court of Bexar County, Texas, and are pursuing those claims vigorously.

Item 1A - Risk Factors

~~The~~ Except the updates ~~to and additional risk factors below are the only material changes~~ to the risk factors ~~previously~~set forth below, there have been no material changes in our risk factors from those disclosed in ~~“Part~~our Annual Report on Form 10-K included in Part I Item 1A - Risk ~~Factors”~~Factors for the year ended December 31, 2021.

The ongoing conflict between Russia and Ukraine could 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, which is ongoing as of the date of this report. The impacts of the conflict, as well as sanctions imposed on Russia and economic and political uncertainty could 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 heightened inflation on materials, freight, and other variable costs, such as utilities, primarily in our ~~Form 10-K.~~

~~Various legislative, regulatory, and inter-governmental proposals to restrict emissions of GHGs, such as CO~~2, are under consideration by governmental legislative bodies and regulators in the jurisdictions where we operate. In particular, the EPA has promulgated regulations to reduce GHG emissions from new and existing power plants. The regulations applicable to existing power plants, commonly referred to as the Clean Power Plan, would require states to develop strategies to reduce GHG emissions within the states thatour business may include, reductions at other sources in addition to electric utilities. However, on October 16, 2017, the EPA published a proposed rule to repeal the Clean Power Plan. Many nations, including jurisdictions in which we operate, have also committed to limiting emissions of GHGs worldwide, 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. On June 1, 2017, President Trump announced that the U.S. plans to withdraw from the Paris agreement and to seek negotiations either to reenter the Paris Agreement on different terms or to establish a new framework agreement. The earliest permitted exit date under the Paris agreement is four years from when it took effect in

November 2016, or November 2020. Since 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. However, given the high degree of uncertainty about the ultimate parameters of any such regulatory or global initiative, whether the U.S. will adhere to the Paris agreement’s exit process, and the terms on which the U.S. may reenter the Paris agreement or a separately negotiated agreement, and because proposals like the Clean Power Plan are currently subject to legal challenges and reconsideration, we cannot predict at this time the ultimate impact of such initiativesamong others, adverse impacts on our ~~operations~~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 ~~results.~~condition, and results of operations.

~~A significant portion of our GHG emissions are from biomass-fired boilers, which emit biogenic CO~~2~~. Biogenic CO~~2 ~~is generally considered carbon neutral. In November 2014, the EPA released its Framework for Assessing Biogenic CO~~2 Emissions From Stationary Sources along with an accompanying memo that generally supports carbon neutrality for biomass combustion, but left open the possibility that it may not always be characterized as carbon neutral. Increasing regulations to reduce GHG emissions are expected to increase energy costs, increase price volatility for 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.

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

~~USE OF PROCEEDS FROM OUR PUBLIC OFFERING~~

On January 26, 2017, our Registration Statement on Form S-1 (File No. 333-211761) was declared effective by the SEC for our IPO pursuant to which we registered and sold an aggregate of 22,272,727 sharesA summary of our ~~common stock at a~~repurchases of Common Stock during the first quarter of 2022 is as follows (in thousands, except share and per share amounts):

Average Price Paid Per Share (or Unit) 1

Maximum Number (or Approximate Dollar Value) of Shares (or Units) That May Yet Be Purchased Under The Plans or Programs 2



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


				Page No.
Part I - Financial Information

			~~Page No.~~
~~Part I - Financial Information~~

Item 1.	Unaudited Financial Statements
		Consolidated Statements of Operations		6
		Consolidated Statements of Comprehensive (Loss) Income ~~(Loss)~~		7
		Consolidated Balance Sheets		8
		Consolidated Statements of Equity		9
		Consolidated Statements of Cash Flows		10
		Notes to Unaudited Consolidated Financial Statements		11
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		4029
Item 3.		Quantitative and Qualitative Disclosures about Market Risk		5635
Item 4.		Controls and Procedures		5635

Part II - Other Information

Item 1.		Legal Proceedings		5736
Item 1A.		Risk Factors		5736
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds		5836
Item 5.		Other Information		5836
Item 6.		Exhibits		5937

		Signature		6038



~~2015 Incremental Term Loans~~		~~$480 million incremental term loans borrowed under the Term Loan Facility in July 2015~~
~~2016 Term Loans~~		Term loans outstanding under our Term Loan Facility after the November 2016 amendment, which (i) provided for an incremental $375 million of term loans, (ii) permitted a $400 million distribution, (iii) reduced the interest rate on the outstanding term loans, and (iv) conformed the terms of all outstanding term loans under the Term Loan Facility
10-K		Annual Report on Form 10-K for the fiscal year ended December 31, 2021

ABL Facility		Our ~~$300~~$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

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), as adjusted for the following items: ~~income (loss)~~loss from ~~discontinued operations, net of tax; gain (loss) on sale of~~ discontinued operations, net of tax; equity earnings ~~(loss)~~ of non-consolidated entities; income tax ~~benefit (expense);~~(benefit) expense; depreciation and amortization; interest expense, net; impairment and restructuring charges; gain ~~(loss)~~on previously held shares of equity investment; (gain) loss on sale of property and equipment; share-based compensation expense; non-cash foreign exchange transaction/translation ~~income (loss);~~(income) loss; other non-cash items; other items; and costs related to debt restructuring and debt refinancing ~~and the Onex Investment~~
~~Amended Term Loans~~		~~Term loans outstanding under our Term Loan Facility~~
~~ASC~~
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~~
BBSY		Bank Bill Swap Bid Rate
~~Breezway~~		~~Breezway Australia Pty. Ltd.~~
~~Bylaws~~		~~Amended and Restated Bylaws~~
CAP		Cleanup Action Plan
~~Charter~~CEO		Chief Executive Officer
CFO		Chief Financial Officer
CARES Act		Coronavirus Aid, Relief, and Economic Security Act enacted on March 27, 2020
Charter		Amended and Restated Certificate of Incorporation of JELD-WEN Holding, Inc.
~~CHF LIBOR~~		~~Swiss Franc LIBOR~~
~~CIBOR~~		~~Copenhagen Interbank Offered Rate~~
~~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 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 ~~our Euro Revolving Facility~~revolving credit facilities
~~DKK~~		~~Danish Krone~~
~~Domoferm~~	~~The Domoferm Group of companies~~
~~Dooria~~	~~Dooria AS~~
~~EPA~~	~~The U.S. Environmental Protection Agency~~
~~ERP~~	~~Enterprise Resource Planning~~
~~ESOP~~	~~JELD-WEN, Inc. Employee Stock Ownership and Retirement Plan~~
~~EURIBOR~~	~~Euro Interbank Offered Rate~~



~~Euro Revolving Facility~~DKK			~~Our €39 million revolving credit facility, dated as of January 30, 2015 and as amended from time to time, with JELD-WEN A/S, as borrower, Danske Bank A/S and Nordea Bank Danmark A/S as lenders~~Danish Krone



ERP			Enterprise Resource Planning




Exchange Act			Securities Exchange Act of 1934, as amended
FASB			Financial Accounting Standards Board
~~Form 10-K~~			~~Our Annual Report on Form 10-K for the fiscal year ended December 31, 2016~~
~~Form 10-Q~~			~~This Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2017~~
GAAP			Generally Accepted Accounting Principles in the United States
~~GHG~~			~~Greenhouse Gases~~
~~Initial Term Loans~~GHGs			~~$775 million term loans borrowed under the Term Loan Facility in October 2014~~Greenhouse Gases
~~IBOR~~GILTI			~~Interbank Offered Rate~~Global Intangible Low-Taxed Income
~~IPO~~			~~The initial public offering of our shares, as further described in our Form 10-K or this Form 10-Q~~


JELD-WEN			JELD-WEN Holding, Inc., together with its consolidated subsidiaries where the context requires ~~including JWI~~
JEM			JELD-WEN Excellence Model
JWA			JELD-WEN of Australia Pty. Ltd.
~~JWH~~			~~JELD-WEN Holding, Inc., a Delaware corporation~~
JWI			JELD-WEN, Inc., a Delaware corporation
~~Kolder~~			~~Kolder Group~~
~~LIBOR~~

LIBOR			London Interbank Offered Rate
~~Mattiovi~~			~~Mattiovi Oy~~
~~MMI Door~~			~~Milliken Millwork, Inc.~~


MD&A			Management’s Discussion and Analysis of Financial Condition and Results of Operations
~~NIBOR~~			~~Norwegian Interbank Offered Rate~~
~~NRD~~			~~Natural Resource Damage Trustee Council~~
~~Onex Partners~~


Onex			Onex Partners III LP and certain affiliates
PaDEP			Pennsylvania Department of Environmental Protection
PLP			Potential 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~~Remodel
~~RSU~~			~~Restricted stock units~~
~~Sarbanes-Oxley~~			~~Sarbanes-Oxley Act of 2002, as amended~~
~~SEC~~RSU			Restricted Stock Unit

SEC			Securities and Exchange Commission
Securities Act			Securities Act of 1933, as amended
~~Series A Convertible Preferred Stock~~Senior Notes			Our Series A-1 Convertible Preferred Stock, par value $0.01 per share, Series A-2 Convertible Preferred Stock, par value $0.01 per share, Series A-3 Convertible Preferred Stock, par value $0.01 per share,$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 ~~Series A-4 Convertible Preferred Stock, par value $0.01 per share, all of which were converted into shares of our common stock on February 1, 2017~~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
~~Steves~~			~~Steves and Sons, Inc.~~
~~STIBOR~~			~~Stockholm Interbank Offered Rate~~
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 under which we initially borrowed $775 million of term loans, as amended (i) on July 1, 2015 in connection with the borrowing of $480 million of incremental term loans (ii) on November 1, 2016 in connection with the borrowing of $375 million of incremental term loans and (iii) on March 7, 2017 in connection with reducing the interest rate on our outstanding term loans, and as further amended from time to time
~~Trend~~Common Stock			~~Trend Windows & Doors Pty. Ltd.~~900,000,000 shares of common stock, with a par value of $0.01 per share
~~U.S.~~

U.S.			United States of America
~~WADOE~~
WADOE			Washington State Department of Ecology
Working Capital			Accounts receivable plus inventory less accounts payable


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



	Three Months Ended					Nine Months Ended
(amounts in thousands, except share and per share data)	September 30, 2017		September 24, 2016			September 30, 2017		September 24, 2016
Net revenues	$	991,408	$	932,475		$	2,787,931	$	2,693,630
Cost of sales	763,196		726,792			2,145,425		2,124,681
Gross margin	228,212		205,683			642,506		568,949
Selling, general and administrative	142,615		129,818			433,743		395,864
Impairment and restructuring charges	2,262		3,945			4,018		9,045
Operating income	83,335		71,920			204,745		164,040
Interest expense, net	17,200		18,547			61,639		53,725
Other expense (income)	2,893		(7,731		)	8,257		(8,960		)
Income before taxes, equity earnings and discontinued operations	63,242		61,104			134,849		119,275
Income tax expense (benefit)	13,042		13,477			32,997		(139		)
Income from continuing operations, net of tax	50,200		47,627			101,852		119,414
Equity earnings of non-consolidated entities	1,075		1,198			2,629		2,450
Loss from discontinued operations, net of tax	—		(2,741		)	—		(2,845		)
Net income	$	51,275	$	46,084		$	104,481	$	119,019
Convertible preferred stock dividends	—		30,107			10,462		108,215
Net income attributable to common shareholders	$	51,275	$	15,977		$	94,019	$	10,804

Weighted average common shares outstanding
Basic	105,064,299		18,001,225			94,718,021		17,965,178
Diluted	108,962,240		84,737,235			98,807,146		21,156,751
Income per share from continuing operations
Basic	$	0.49	$	1.04		$	0.99	$	0.76
Diluted	$	0.47	$	0.57		$	0.95	$	0.65
Loss per share from discontinued operations
Basic	$	—	$	(0.15	)	$	—	$	(0.16	)
Diluted	$	—	$	(0.03	)	$	—	$	(0.13	)
Net income per share
Basic	$	0.49	$	0.89		$	0.99	$	0.60
Diluted	$	0.47	$	0.54		$	0.95	$	0.52



(amounts in thousands)	Preliminary Allocation		Measurement Period Adjustment			Revised Preliminary Allocation
Fair value of identifiable assets and liabilities:
Accounts receivable	$	23,900	$	—		$	23,900
Inventories	20,169		854			21,023
Other assets	1,270		(333		)	937
Property and equipment	15,450		565			16,015
Identifiable intangible assets	30,430		4,614			35,044
Goodwill	47,754		(3,149		)	44,605
Total assets	$	138,973	$	2,551		$	141,524
Accounts payable and accrued liabilities	13,372		(14		)	13,358
Other liabilities	1,868		2,565			4,433
Total liabilities	$	15,240	$	2,551		$	17,791
Purchase Price:
Total consideration, net of cash acquired	$	123,733	$	—		$	123,733



(amounts in thousands)	September 30, 2017 Interest Rate	September 30, 2017		December 31, 2016
Variable rate industrial revenue bonds	0.87%	$	50	$	205



(amounts in thousands)	September 30, 2017 Effective Interest Rate	September 30, 2017			December 31, 2016
Revolving credit facility	-	$	—		$	742
Term loan, net of original discount of $6,201 and $8,086, respectively	4.33%	1,221,162			1,603,551
Mortgage notes	1.15%	33,048			29,505
Installment notes	2.15% - 6.38%	11,273			5,880
Installment notes for stock	3.00% - 4.25%	2,017			3,260
Unamortized debt issuance costs		(16,355		)	(23,108		)
		1,251,145			1,619,830
Current maturities of long-term debt		(16,787		)	(19,826		)
Long-term debt		$	1,234,358		$	1,600,004


~~(a)~~	~~Interest expense for the nine months ended September 30, 2017 includes~~ ~~$7,002~~ ~~related to the write-off of a portion of the unamortized debt issuance costs and original issue discount associated with the Term Loan Facility.~~


~~(b)~~	Impairment and restructuring charges, in the nine months ended September 24, 2016, include charges relating to inventory and/or manufacturing of our products that are included in cost of sales in the accompanying unaudited consolidated statements of operations. See Note 18- ~~Impairment and Restructuring Charges~~ ~~included elsewhere in this Form 10-Q.~~


~~(c)~~	Other non-cash items include; (i) in the three and nine months ended September 30, 2017, (1) charges of $439 for Mattiovi PPA inventory valuation adjustment; and (ii) in the nine months ended September 24, 2016, (1) $2,550 out-of-period charge for European warranty liability adjustment, and (2) charges of $357 for Trend PPA inventory valuation adjustment.


~~(e)~~	~~Includes non-recurring fees and expenses related to professional advisors retained in connection with the refinancing of our debt obligations.~~



(amounts in thousands)	Beginning Accrual Balance		Additions Charged to Expense			Payments or Utilization			Ending Accrual Balance
September 30, 2017
Severance and sales restructuring costs	$	836	$	3,136		$	(1,778	)	$	2,194
Disposal of property and equipment	—		147			(147		)	—
Lease obligations and other	4,183		519			(1,805		)	2,897
	$	5,019	$	3,802		$	(3,730	)	$	5,091
September 24, 2016
Severance and sales restructuring costs	$	5,424	$	6,012		$	(9,233	)	$	2,203
Disposal of property and equipment	—		(71		)	71			—
Lease obligations and other	3,083		1,168			(1,587		)	2,664
	$	8,507	$	7,109		$	(10,749	)	$	4,867



Period	Notional ⁽¹⁾	Weighted Average Rate
	(amounts in thousands)
December 2015 - June 2016	$273,000	1.997%
June 2016 - September 2016	$486,000	2.054%
September 2016 - December 2016	$759,000	2.161%
December 2016 - December 2017	$914,250	2.188%
December 2017 - December 2018	$825,000	2.190%
December 2018 - September 2019	$707,250	2.192%



	Asset derivatives
(amounts in thousands)	Balance Sheet Location	September 30, 2017		December 31, 2016
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Other current assets	$	1,996	$	6,309



	Liability derivatives
	Balance Sheet Location	September 30, 2017		December 31, 2016
Derivatives designated as hedging instruments:
Interest rate contracts	Accrued expenses and other current liabilities	$	5,409	$	9,050
	Deferred credits and other liabilities	$	2,123	$	3,878
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Accrued expenses and other current liabilities	$	8,475	$	691



	Twelve months ended
	December 31, 2014
(amounts in thousands, except per share data)	As Reported		Correction of Misclassification			As Revised
Consolidated Statement of Operations:
Cost of sales	$	2,919,864	$	6,113		$	2,925,977
Gross margin	587,342		(6,113		)	581,229
Selling, general and administrative	488,477		(6,113		)	482,364
Operating income	60,477		—			60,477



	Twelve months ended
	December 31, 2015
(amounts in thousands, except per share data)	As Reported		Correction of Misclassification			As Revised
Consolidated Statement of Operations:
Cost of sales	$	2,715,125	$	6,216		$	2,721,341
Gross margin	665,935		(6,216		)	659,719
Selling, general and administrative	512,126		(6,216		)	505,910
Operating income	132,467		—			132,467



	Three months ended
	March 26, 2016
(amounts in thousands, except per share data)	As Reported		Correction of Misclassification			As Revised
Consolidated Statement of Operations:
Cost of sales	$	638,424	$	1,766		$	640,190
Gross margin	158,123		(1,766		)	156,357
Selling, general and administrative	131,992		(1,766		)	130,226
Operating income	23,150		—			23,150



	Three months ended
	June 25, 2016
(amounts in thousands, except per share data)	As Reported		Correction of Misclassification			As Revised
Consolidated Statement of Operations:
Cost of sales	$	752,457	$	5,242		$	757,699
Gross margin	212,151		(5,242		)	206,909
Selling, general and administrative	141,062		(5,242		)	135,820
Operating income	68,970		—			68,970



	Three months ended
	April 1, 2017
(amounts in thousands, except per share data)	As Reported		Correction of Misclassification			As Revised
Consolidated Statement of Operations:
Cost of sales	$	661,816	$	3,552		$	665,368
Gross margin	185,971		(3,552		)	182,419
Selling, general and administrative	147,079		(3,552		)	143,527
Operating income	37,690		—			37,690



	Three months ended
	July 1, 2017
(amounts in thousands, except per share data)	As Reported		Correction of Misclassification			As Revised
Consolidated Statement of Operations:
Cost of sales	$	712,998	$	3,863		$	716,861
Gross margin	235,738		(3,863		)	231,875
Selling, general and administrative	151,464		(3,863		)	147,601
Operating income	83,720		—			83,720


~~(1)~~	~~Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted EBITDA, see Note 13-~~ ~~Segment Information~~.



Period	Notional	Average Fixed Rate
	(dollars in thousands)
September 2015 - September 2019	$244,125	1.997%
June 2016 - September 2019	$213,000	2.126%
September 2016 - September 2019	$244,125	2.353%
December 2016 - September 2019	$213,000	2.281%


	(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
January 1, 2022 - January 22, 2022	290,860	$25.92	290,860	$124,566
January 23, 2022 - February 19, 2022	—	$—	—	$124,566
February 20, 2022 - March 26, 2022	1,486,406	$22.74	1,486,406	$90,765


Total	1,777,266	$23.26	1,777,266



Exhibit No.		Exhibit Description	Form	File No.	Exhibit	Filing Date

3.1		Restated Certificate of Incorporation of JELD-WEN Holding, Inc., filed February 1, 2017.	8-K	001-38000	3.1	February 1, 2017

3.2		Amended and Restated Bylaws of JELD-WEN Holding, Inc.	S-1/A	333-211761	3.4	January 5, 2017

10.1*+		Revised Form of Non-Qualified Stock Option Agreement under JELD-WEN Holding, Inc. 2017 Omnibus Equity Plan

10.2*+		Revised Form of Restricted Stock Unit Agreement under JELD-WEN Holding, Inc. 2017 Omnibus Equity Plan

31.1*		Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) / 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) / 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		XBRL Instance Document.

101.SCH*		XBRL Taxonomy Extension Schema Document.

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document.

*	Filed herewith.
+	Indicates management contract or compensatory plan


JELD-WEN HOLDING, INC.
(Registrant)

~~JELD-WEN HOLDING, INC.~~By:		/s/ David Guernsey
~~(Registrant)~~		David Guernsey

~~By:~~	~~/s/ L. Brooks Mallard~~
	~~L. Brooks Mallard~~
	Executive Vice President and Acting Chief Financial Officer