UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 10-Q

____________________________


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

For the quarterly period ended ~~March 26,~~June 25, 2022


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

For the transition period from _____ to _____

Commission File Number: 001-38000

____________________________

JELD-WEN Holding, Inc.

(Exact name of registrant as specified in its charter)

____________________________


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

2645 Silver Crescent Drive

Charlotte, North Carolina 28273

(Address of principal executive offices, zip code)

(704) 378-5700

(Registrant’s telephone number, including area code)

____________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock (par value $0.01 per share)

JELD

New York Stock Exchange

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

Smaller reporting company

☐

Emerging growth 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 ☐ No ☒

The registrant had ~~87,080,246~~84,258,862 shares of Common Stock, par value $0.01 per share, outstanding as of ~~April~~July 28, 2022.

JELD-WEN HOLDING, Inc.

- Table of Contents –


		Page No.
Part I - Financial Information

Item 1.	Unaudited Financial Statements
	Consolidated Statements of Operations	6
	Consolidated Statements of Comprehensive Income (Loss) ~~Income~~	7
	Consolidated Balance Sheets	8
	Consolidated Statements of Equity	9
	Consolidated Statements of Cash Flows	1011
	Notes to Unaudited Consolidated Financial Statements	1112
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2932
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3541
Item 4.	Controls and Procedures	3541

Part II - Other Information

Item 1.	Legal Proceedings	3642
Item 1A.	Risk Factors	3642
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3642
Item 5.	Other Information	3642
Item 6.	Exhibits	3743

	Signature	3844

Glossary of Terms

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





10-K			Annual Report on Form 10-K for the fiscal year ended December 31, 2021

ABL Facility			Our $500 million asset-based loan revolving credit facility, dated as of October 15, 2014 and as amended from time to time, with JWI (as hereinafter defined) and JELD-WEN of Canada, Ltd., as borrowers, the guarantors party thereto, a syndicate of lenders, and Wells Fargo Bank, N.A., as administrative agent

Adjusted EBITDA			A supplemental non-GAAP financial measure of operating performance not based on any standardized methodology prescribed by GAAP that we define as net income (loss), adjusted for the following items: loss from discontinued operations, net of tax; equity earnings of non-consolidated entities; income tax (benefit) expense; depreciation and amortization; interest expense, net; impairment and restructuring charges; gain on previously held shares of equity investment; (gain) loss on sale of property and equipment; share-based compensation expense; non-cash foreign exchange transaction/translation (income) loss; other non-cash items; other items; and costs related to debt restructuring and debt refinancing


ASC			Accounting Standards Codification
ASU			Accounting Standards Update
AUD			Australian Dollar
Australia Senior Secured Credit Facility			Our senior secured credit facility, dated as of October 6, 2015 and as amended from time to time, with certain of our Australian subsidiaries, as borrowers, and Australia and New Zealand Banking Group Limited, as lender

BBSY			Bank Bill Swap Bid Rate


CAP			Cleanup Action Plan
CEO			Chief Executive Officer
CFO			Chief Financial Officer
CARES Act			Coronavirus Aid, Relief, and Economic Security Act enacted on March 27, 2020
Charter			Amended and Restated Certificate of Incorporation of JELD-WEN Holding, Inc.



CMI			JWI d/b/a CraftMaster Manufacturing, Inc.
COA			Consent Order and Agreement
CODM			Chief Operating Decision Maker, which is our Chief Executive Officer

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 revolving credit facilities


DKK			Danish Krone



ERP			Enterprise Resource Planning




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


GAAP			Generally Accepted Accounting Principles in the United States

GHGs			Greenhouse Gases
GILTI			Global Intangible Low-Taxed Income



JELD-WEN			JELD-WEN Holding, Inc., together with its consolidated subsidiaries where the context requires
JEM			JELD-WEN Excellence Model
JWA			JELD-WEN of Australia Pty. Ltd.

JWI			JELD-WEN, Inc., a Delaware corporation



LIBOR			London Interbank Offered Rate


MD&A			Management’s Discussion and Analysis of Financial Condition and Results of Operations





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


RSU			Restricted Stock Unit

SEC			Securities and Exchange Commission
Securities Act			Securities Act of 1933, as amended
Senior Notes			$800.0 million of unsecured notes issued in December 2017 in a private placement in two tranches: $400.0 million bearing interest at 4.625% and maturing in December 2025 and $400.0 million bearing interest at 4.875% and maturing in December 2027
Senior Secured Notes			$250.0 million of senior secured notes issued in May 2020 in a private placement bearing interest at 6.25% and maturing in May 2025

SG&A			Selling, general, and administrative expenses


Tax Act			Tax Cuts and Jobs Act
Term Loan Facility			Our term loan facility, dated as of October 15, 2014, and as amended from time to time with JWI, as borrower, the guarantors party thereto, a syndicate of lenders, and Bank of America, N.A., as administrative agent
Common Stock			900,000,000 shares of common stock, with a par value of $0.01 per share


U.S.			United States of America

WADOE			Washington State Department of Ecology
Working Capital			Accounts receivable plus inventory less accounts payable

CERTAIN TRADEMARKS, TRADE NAMES, AND SERVICE MARKS

This report includes trademarks, trade names, and service marks owned by us. Our U.S. window and door trademarks include JELD-WEN®, AuraLast®, MiraTEC®, Extira®, LaCANTINA®, MMI Door®, KaronaTM, ImpactGard®, JW®, Aurora®, IWP®, True BLU®, ABSTM, Siteline®, National Door®, Low-Friction Glider®, Hydrolock®, and VPITM. Our trademarks are either registered or have been used as common law trademarks by us. The trademarks we use outside the U.S. include the Stegbar®, Regency®, William Russell Doors®, Airlite®, Trend®, The Perfect FitTM, Aneeta®, Breezway®, KolderTM , Corinthian® and A&L Windows® marks in Australia, and Swedoor®, Dooria®, DANA®, MattioviTM, Zargag® , Alupan®, and Domoferm® marks in Europe. ENERGY STAR® is a registered trademark of the U.S. Environmental Protection Agency. This report contains additional trademarks, trade names, and service marks of others, which are, to our knowledge, the property of their respective owners. Solely for convenience, trademarks, trade names, and service marks referred to in this report appear without the ®, ™ or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names, and service marks. We do not intend our use of other parties’ trademarks, trade names, or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

PART I - FINANCIAL INFORMATION

Item 1 -Unaudited Financial Statements

JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


		Three Months Ended				Three Months Ended		Six Months Ended
(amounts in thousands, except share and per share data)	(amounts in thousands, except share and per share data)	March 26, 2022		March 27, 2021			(amounts in thousands, except share and per share data)	June 25, 2022		June 26, 2021		June 25, 2022		June 26, 2021
Net revenues	Net revenues	$	1,171,022	$	1,092,383		Net revenues	$	1,330,968	$	1,245,815	$	2,501,990	$	2,338,198
Cost of sales	Cost of sales	967,724		856,444			Cost of sales	1,084,803		953,898		2,052,527		1,810,342
Gross margin	Gross margin	203,298		235,939			Gross margin	246,165		291,917		449,463		527,856

Selling, general and administrative	Selling, general and administrative	192,996		191,554			Selling, general and administrative	180,487		188,691		373,483		380,245
Impairment and restructuring charges	Impairment and restructuring charges	1		927			Impairment and restructuring charges	5,296		1,145		5,297		2,072
Operating income	Operating income	10,301		43,458			Operating income	60,382		102,081		70,683		145,539

Interest expense, net	Interest expense, net	18,354		18,455			Interest expense, net	20,222		18,860		38,576		37,315

Other income		(7,337)		(10,841)
(Loss) income before taxes		(716)		35,844
Income tax (benefit) expense		(188)		10,359
Other (income) expense							Other (income) expense	(20,887)		152		(28,224)		(10,689)
Income before taxes							Income before taxes	61,047		83,069		60,331		118,913
Income tax expense							Income tax expense	15,221		22,359		15,033		32,718

Net (loss) income		$	(528)	$	25,485
Net income							Net income	$	45,826	$	60,710	$	45,298	$	86,195

Weighted average common shares outstanding:	Weighted average common shares outstanding:						Weighted average common shares outstanding:
Basic	Basic	89,802,974		100,494,883			Basic	87,219,078		99,514,890		88,466,982		99,991,045
Diluted	Diluted	89,802,974		102,642,440			Diluted	87,967,049		101,670,624		89,557,956		102,141,889

Net (loss) income per share
Net income per share							Net income per share
Basic	Basic	$	(0.01)	$	0.25		Basic	$	0.53	$	0.61	$	0.51	$	0.86
Diluted	Diluted	$	(0.01)	$	0.25		Diluted	$	0.52	$	0.60	$	0.51	$	0.84

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				Six Months Ended
(amounts in thousands)	June 25, 2022		June 26, 2021		June 25, 2022		June 26, 2021
Net income	$	45,826	$	60,710	$	45,298	$	86,195

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of tax expense of $112, $4, $102, and $13, respectively	(62,228)		12,379		(66,261)		(27,705)
Interest rate hedge adjustments, net of tax expense of $793, $139, $3,097, and $486, respectively	2,337		413		9,123		1,438
Defined benefit pension plans, net of tax expense of $392, $649, $542, and $1,483, respectively	510		1,524		911		3,525
Total other comprehensive income (loss), net of tax	(59,381)		14,316		(56,227)		(22,742)
Comprehensive (loss) income	$	(13,555)	$	75,026	$	(10,929)	$	63,453

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)	(amounts in thousands, except share and per share data)	March 26, 2022		December 31, 2021		(amounts in thousands, except share and per share data)	June 25, 2022		December 31, 2021
ASSETS	ASSETS					ASSETS
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	265,649	$	395,596	Cash and cash equivalents	$	272,510	$	395,596
Restricted cash	Restricted cash	1,451		1,294		Restricted cash	1,405		1,294
Accounts receivable, net	Accounts receivable, net	708,502		552,041		Accounts receivable, net	698,893		552,041
Inventories	Inventories	674,554		615,971		Inventories	723,265		615,971
Other current assets	Other current assets	87,276		55,531		Other current assets	90,455		55,531
Assets held for sale	Assets held for sale	121,252		119,424		Assets held for sale	122,428		119,424
Total current assets	Total current assets	1,858,684		1,739,857		Total current assets	1,908,956		1,739,857
Property and equipment, net	Property and equipment, net	788,499		798,804		Property and equipment, net	762,768		798,804
Deferred tax assets	Deferred tax assets	203,891		204,232		Deferred tax assets	198,199		204,232
Goodwill	Goodwill	539,973		545,213		Goodwill	519,165		545,213
Intangible assets, net	Intangible assets, net	215,817		222,181		Intangible assets, net	204,351		222,181
Operating lease assets, net	Operating lease assets, net	197,088		201,781		Operating lease assets, net	191,160		201,781
Other assets	Other assets	31,834		26,603		Other assets	30,711		26,603
Total assets	Total assets	$	3,835,786	$	3,738,671	Total assets	$	3,815,310	$	3,738,671
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current liabilities	Current liabilities					Current liabilities
Accounts payable	Accounts payable	$	406,493	$	418,774	Accounts payable	$	420,885	$	418,774
Accrued payroll and benefits	Accrued payroll and benefits	168,769		135,989		Accrued payroll and benefits	145,265		135,989
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	302,968		289,676		Accrued expenses and other current liabilities	290,101		289,676
Current maturities of long-term debt	Current maturities of long-term debt	36,395		38,561		Current maturities of long-term debt	30,815		38,561
Liabilities held for sale	Liabilities held for sale	4,783		5,868		Liabilities held for sale	6,242		5,868
Total current liabilities	Total current liabilities	919,408		888,868		Total current liabilities	893,308		888,868
Long-term debt	Long-term debt	1,783,032		1,667,696		Long-term debt	1,867,838		1,667,696
Unfunded pension liability	Unfunded pension liability	59,933		61,438		Unfunded pension liability	56,143		61,438
Operating lease liability	Operating lease liability	161,131		166,318		Operating lease liability	156,799		166,318
Deferred credits and other liabilities	Deferred credits and other liabilities	91,254		102,879		Deferred credits and other liabilities	96,433		102,879
Deferred tax liabilities	Deferred tax liabilities	9,253		9,254		Deferred tax liabilities	8,282		9,254
Total liabilities	Total liabilities	3,024,011		2,896,453		Total liabilities	3,078,803		2,896,453
Commitments and contingencies (Note 19)	Commitments and contingencies (Note 19)	0		0		Commitments and contingencies (Note 19)	0		0

Shareholders’ equity	Shareholders’ equity					Shareholders’ equity
Preferred Stock, par value $0.01 per share, 90,000,000 shares authorized; no shares issued and outstanding	Preferred Stock, par value $0.01 per share, 90,000,000 shares authorized; no shares issued and outstanding	—		—		Preferred Stock, par value $0.01 per share, 90,000,000 shares authorized; no shares issued and outstanding	—		—
Common Stock: 900,000,000 shares authorized, par value $0.01 per share, 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
Common Stock: 900,000,000 shares authorized, par value $0.01 per share, 85,857,994 shares outstanding as of June 25, 2022; 900,000,000 shares authorized, par value $0.01 per share, 90,193,550 shares outstanding as of December 31, 2021						Common Stock: 900,000,000 shares authorized, par value $0.01 per share, 85,857,994 shares outstanding as of June 25, 2022; 900,000,000 shares authorized, par value $0.01 per share, 90,193,550 shares outstanding as of December 31, 2021	859		902
Additional paid-in capital	Additional paid-in capital	727,716		719,451		Additional paid-in capital	730,290		719,451
Retained earnings	Retained earnings	173,760		215,611		Retained earnings	155,331		215,611
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(90,592)		(93,746)		Accumulated other comprehensive loss	(149,973)		(93,746)
Total shareholders’ equity	Total shareholders’ equity	811,775		842,218		Total shareholders’ equity	736,507		842,218
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	3,835,786	$	3,738,671	Total liabilities and shareholders’ equity	$	3,815,310	$	3,738,671

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

JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF EQUITY


	Three Months Ended
	June 25, 2022			June 26, 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	89,136,454	$	891	100,146,904	$	1,001

Shares issued for exercise/vesting of share-based compensation awards	153,713	2		183,525	2
Shares repurchased	(3,430,006)	(34)		(1,177,757)	(12)


Shares surrendered for tax obligations for employee share-based transactions	(2,167)	—		(20,890)	—

Balance at period end	85,857,994	$	859	99,131,782	$	991






Additional paid-in capital
Balance at beginning of period		$	728,389		$	698,763

Shares issued for exercise/vesting of share-based compensation awards		1,021			1,060

Shares surrendered for tax obligations for employee share-based transactions		(45)			(562)




Amortization of share-based compensation		1,598			7,526
Balance at period end		730,963			706,787




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		$	730,290		$	706,114
Retained earnings
Balance at beginning of period		$	173,760		$	373,812
Shares repurchased		(64,255)			(33,739)


Net income		45,826			60,710
Balance at period end		$	155,331		$	400,783
Accumulated other comprehensive income (loss)
Balance at beginning of period		$	(90,592)		$	(95,751)
Foreign currency adjustments		(62,228)			12,379
Unrealized gain on interest rate hedges		2,337			413
Net actuarial pension gain		510			1,524
Balance at period end		$	(149,973)		$	(81,435)

Total shareholders’ equity at period end		$	736,507		$	1,026,453

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

JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited)


		Three Months Ended								Six Months Ended
		March 26, 2022			March 27, 2021			June 25, 2022			June 26, 2021
(amounts in thousands, except share and per share amounts)	(amounts in thousands, except share and per share amounts)	Shares	Amount		Shares	Amount			(amounts in thousands, except share and per share amounts)	Shares	Amount		Shares	Amount
Preferred stock, $0.01 par value per share	Preferred stock, $0.01 par value per share	—	$	—	—	$	—		Preferred stock, $0.01 par value per share	—	$	—	—	$	—
Common stock, $0.01 par value per share	Common stock, $0.01 par value per share								Common stock, $0.01 par value per share
Balance at beginning of period	Balance at beginning of period	90,193,550	$	902	100,806,068	$	1,008		Balance at beginning of period	90,193,550	$	902	100,806,068	$	1,008

Shares issued for exercise/vesting of share-based compensation awards	Shares issued for exercise/vesting of share-based compensation awards	824,074	8		177,283	2			Shares issued for exercise/vesting of share-based compensation awards	977,787	10		360,808	4
Shares repurchased	Shares repurchased	(1,777,266)	(18)		(809,884)	(8)			Shares repurchased	(5,207,272)	(52)		(1,987,641)	(20)

Shares surrendered for tax obligations for employee share-based transactions	Shares surrendered for tax obligations for employee share-based transactions	(103,904)	(1)		(26,563)	(1)			Shares surrendered for tax obligations for employee share-based transactions	(106,071)	(1)		(47,453)	(1)

Balance at period end	Balance at period end	89,136,454	$	891	100,146,904	$	1,001		Balance at period end	85,857,994	$	859	99,131,782	$	991

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

Shares issued for exercise/vesting of share-based compensation awards	Shares issued for exercise/vesting of share-based compensation awards		979			1,263			Shares issued for exercise/vesting of share-based compensation awards		2,000			2,323

Shares surrendered for tax obligations for employee share-based transactions	Shares surrendered for tax obligations for employee share-based transactions		(2,378)			(715)			Shares surrendered for tax obligations for employee share-based transactions		(2,423)			(1,277)

Amortization of share-based compensation	Amortization of share-based compensation		9,664			6,855			Amortization of share-based compensation		11,262			14,381
Balance at period end	Balance at period end		728,389			698,763			Balance at period end		730,963			706,787

Employee stock notes	Employee stock notes								Employee stock notes
Balance at beginning of period	Balance at beginning of period		(673)			(673)			Balance at beginning of period		(673)			(673)
Net issuances, payments and accrued interest on notes	Net issuances, payments and accrued interest on notes		—			—			Net issuances, payments and accrued interest on notes		—			—
Balance at period end	Balance at period end		(673)			(673)			Balance at period end		(673)			(673)
Balance at period end	Balance at period end		$	727,716		$	698,090		Balance at period end		$	730,290		$	706,114
Retained earnings	Retained earnings								Retained earnings
Balance at beginning of period	Balance at beginning of period		$	215,611		$	371,462		Balance at beginning of period		$	215,611		$	371,462
Shares repurchased	Shares repurchased		(41,323)			(23,135)			Shares repurchased		(105,578)			(56,874)

Net (loss) income			(528)			25,485
Net income									Net income		45,298			86,195
Balance at period end	Balance at period end		$	173,760		$	373,812		Balance at period end		$	155,331		$	400,783
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)								Accumulated other comprehensive income (loss)
Balance at beginning of period	Balance at beginning of period		$	(93,746)		$	(58,693)		Balance at beginning of period		$	(93,746)		$	(58,693)
Foreign currency adjustments	Foreign currency adjustments		(4,033)			(40,084)			Foreign currency adjustments		(66,261)			(27,705)
Unrealized gain on interest rate hedges	Unrealized gain on interest rate hedges		6,786			1,025			Unrealized gain on interest rate hedges		9,123			1,438
Net actuarial pension gain	Net actuarial pension gain		401			2,001			Net actuarial pension gain		911			3,525
Balance at period end	Balance at period end		$	(90,592)		$	(95,751)		Balance at period end		$	(149,973)		$	(81,435)

Total shareholders’ equity at period end	Total shareholders’ equity at period end		$	811,775		$	977,152		Total shareholders’ equity at period end		$	736,507		$	1,026,453

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

910

JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


		Three Months Ended				Six Months Ended

(amounts in thousands)	(amounts in thousands)	March 26, 2022		March 27, 2021			(amounts in thousands)	June 25, 2022		June 26, 2021
OPERATING ACTIVITIES	OPERATING ACTIVITIES						OPERATING ACTIVITIES
Net (loss) income		$	(528)	$	25,485
Adjustments to reconcile net (loss) income to cash used in operating activities:
Net income							Net income	$	45,298	$	86,195
Adjustments to reconcile net income to cash used in operating activities:							Adjustments to reconcile net income to cash used in operating activities:
Depreciation and amortization	Depreciation and amortization	32,565		34,210			Depreciation and amortization	65,078		69,675
Deferred income taxes	Deferred income taxes	(2,449)		366			Deferred income taxes	(2,193)		5,313
Loss (gain) on sale or disposal of business units, property, and equipment		134		(946)
Loss on sale or disposal of business units, property, and equipment							Loss on sale or disposal of business units, property, and equipment	189		362
Adjustment to carrying value of assets	Adjustment to carrying value of assets	—		255			Adjustment to carrying value of assets	534		1,175

Amortization of deferred financing costs	Amortization of deferred financing costs	726		707			Amortization of deferred financing costs	1,512		1,455

Stock-based compensation	Stock-based compensation	9,664		6,855			Stock-based compensation	11,262		14,381

Amortization of U.S. pension expense	Amortization of U.S. pension expense	350		2,325			Amortization of U.S. pension expense	700		4,650

Recovery of cost from interest received on impaired notes	Recovery of cost from interest received on impaired notes	(7,027)		—			Recovery of cost from interest received on impaired notes	(13,412)		—
Other items, net	Other items, net	2,211		(5,740)			Other items, net	27,231		(5,218)
Net change in operating assets and liabilities, net of effect of acquisitions:	Net change in operating assets and liabilities, net of effect of acquisitions:						Net change in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable	Accounts receivable	(157,703)		(162,947)			Accounts receivable	(170,071)		(144,365)
Inventories	Inventories	(61,285)		(25,369)			Inventories	(126,932)		(50,245)
Other assets	Other assets	(34,669)		(10,860)			Other assets	(32,229)		(14,862)
Accounts payable and accrued expenses	Accounts payable and accrued expenses	45,531		75,738			Accounts payable and accrued expenses	37,647		68,867
Change in short term and long-term tax liabilities	Change in short term and long-term tax liabilities	(14,387)		(4,960)			Change in short term and long-term tax liabilities	(10,325)		3,358
Net cash used in operating activities		(186,867)		(64,881)
Net cash (used in) provided by operating activities							Net cash (used in) provided by operating activities	(165,711)		40,741

INVESTING ACTIVITIES	INVESTING ACTIVITIES						INVESTING ACTIVITIES

Purchases of property and equipment	Purchases of property and equipment	(15,382)		(17,894)			Purchases of property and equipment	(31,502)		(35,399)
Proceeds from sale of property and equipment	Proceeds from sale of property and equipment	39		2,489			Proceeds from sale of property and equipment	172		2,987
Purchase of intangible assets	Purchase of intangible assets	(998)		(3,118)			Purchase of intangible assets	(3,279)		(9,326)

Recovery of cost from interest received on impaired notes	Recovery of cost from interest received on impaired notes	7,027		—			Recovery of cost from interest received on impaired notes	13,412		—
Cash received for notes receivable	Cash received for notes receivable	48		177			Cash received for notes receivable	55		262
Purchase of securities for deferred compensation plan							Purchase of securities for deferred compensation plan	(222)		—
Net cash used in investing activities	Net cash used in investing activities	(9,266)		(18,346)			Net cash used in investing activities	(21,364)		(41,476)

FINANCING ACTIVITIES	FINANCING ACTIVITIES						FINANCING ACTIVITIES

Change in long-term debt	Change in long-term debt	110,623		(8,642)			Change in long-term debt	186,628		(54,654)

Common stock issued for exercise of options	Common stock issued for exercise of options	987		1,265			Common stock issued for exercise of options	2,010		2,327
Common stock repurchased	Common stock repurchased	(40,216)		(23,143)			Common stock repurchased	(105,179)		(56,894)
Payments to tax authorities for employee share-based compensation	Payments to tax authorities for employee share-based compensation	(111)		—			Payments to tax authorities for employee share-based compensation	(2,378)		(1,106)

Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	71,283		(30,520)			Net cash provided by (used in) financing activities	81,081		(110,327)
Effect of foreign currency exchange rates on cash	Effect of foreign currency exchange rates on cash	(4,940)		(9,505)			Effect of foreign currency exchange rates on cash	(16,981)		(6,310)
Net decrease in cash and cash equivalents	Net decrease in cash and cash equivalents	(129,790)		(123,252)			Net decrease in cash and cash equivalents	(122,975)		(117,372)
Cash, cash equivalents and restricted cash, beginning	Cash, cash equivalents and restricted cash, beginning	396,890		736,594			Cash, cash equivalents and restricted cash, beginning	396,890		736,594
Cash, cash equivalents and restricted cash, ending	Cash, cash equivalents and restricted cash, ending	$	267,100	$	613,342		Cash, cash equivalents and restricted cash, ending	$	273,915	$	619,222
For further information see Note 20 - Supplemental Cash Flow.	For further information see Note 20 - Supplemental Cash Flow.						For further information see Note 20 - Supplemental Cash Flow.

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

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JELD-WEN HOLDING, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

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

We have facilities located in the U.S., Canada, Europe, Australia, Asia, and 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.

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 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,~~June 25, 2022 and for the three and six months ended ~~March 26,~~June 25, 2022 and ~~March 27,~~June 26, 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 and six months ended ~~March 26,~~June 25, 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, 2021 was derived from audited financial statements included in ~~the Company’s~~our Annual Report on Form 10-K. The accompanying consolidated financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. Accordingly, they should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021.

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

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

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

COVID-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,~~June 25, 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.

Recent Accounting Standards – In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and

1112

exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of LIBOR or by another reference rate expected to be discontinued. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope, to clarify the scope of ASU No. 2020-04. 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 to have a material impact on our consolidated financial statements. Refer to Note 17 - Derivative Financial Instruments for additional disclosure information relating to our hedging activity.

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

Note 2. 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 collateralized by inventory or other collateral.

At ~~March 26,~~June 25, 2022 and December 31, 2021, we had an allowance for doubtful accounts of ~~$14.5~~$16.2 million and $10.2 million, respectively.

Note 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)	(amounts in thousands)	March 26, 2022		December 31, 2021		(amounts in thousands)	June 25, 2022		December 31, 2021
Raw materials	Raw materials	$	503,365	$	478,566	Raw materials	$	553,322	$	478,566
Work in process	Work in process	37,183		36,065		Work in process	37,230		36,065
Finished goods	Finished goods	134,006		101,340		Finished goods	132,713		101,340
Total inventories	Total inventories	$	674,554	$	615,971	Total inventories	$	723,265	$	615,971

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Note 4. Property and Equipment, Net


(amounts in thousands)	(amounts in thousands)	March 26, 2022		December 31, 2021		(amounts in thousands)	June 25, 2022		December 31, 2021
Property and equipment	Property and equipment	$	2,144,160	$	2,137,861	Property and equipment	$	2,107,345	$	2,137,861
Accumulated depreciation	Accumulated depreciation	(1,355,661)		(1,339,057)		Accumulated depreciation	(1,344,577)		(1,339,057)
Total property and equipment, net	Total property and equipment, net	$	788,499	$	798,804	Total property and equipment, net	$	762,768	$	798,804

We monitor all property and equipment for any indicators of potential impairment. We recorded no impairment charges ~~for the three months ended March 26, 2022 and $0.3~~of $0.5 million for the three and six months ended ~~March 27,~~June 25, 2022, respectively, and $0.9 million and $1.2 million for the three and six months ended June 26, 2021.

The effect on our carrying value of property and equipment due to currency translations for foreign property and equipment, net, was a decrease of ~~$1.2~~$20.5 million as of ~~March 26,~~June 25, 2022 compared to December 31, 2021.

Depreciation expense was recorded as follows:


		Three Months Ended				Three Months Ended				Six Months Ended
(amounts in thousands)	(amounts in thousands)	March 26, 2022		March 27, 2021			(amounts in thousands)	June 25, 2022		June 26, 2021		June 25, 2022		June 26, 2021
Cost of sales	Cost of sales	$	22,512	$	22,536		Cost of sales	$	22,492	$	23,707	$	45,004	$	46,243
Selling, general and administrative	Selling, general and administrative	1,708		2,396			Selling, general and administrative	1,720		2,398		3,428		4,794
Total depreciation expense	Total depreciation expense	$	24,220	$	24,932		Total depreciation expense	$	24,212	$	26,105	$	48,432	$	51,037

Note 5. Goodwill

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


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

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

Currency translation	Currency translation	111		(8,221)		2,870		(5,240)		Currency translation	(118)		(21,977)		(3,953)		(26,048)
Balance as of March 26, 2022		$	182,756	$	270,447	$	86,770	$	539,973
Balance as of June 25, 2022										Balance as of June 25, 2022	$	182,527	$	256,691	$	79,947	$	519,165

Note 6. Intangible Assets, Net

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


		March 26, 2022							June 25, 2022
(amounts in thousands)	(amounts in thousands)	Cost		Accumulated Amortization		Net Book Value		(amounts in thousands)	Cost		Accumulated Amortization		Net Book Value
Customer relationships and agreements	Customer relationships and agreements	$	144,689	$	(75,304)	$	69,385	Customer relationships and agreements	$	140,056	$	(75,279)	$	64,777
Software	Software	118,080		(38,509)		79,571		Software	118,997		(41,120)		77,877
Trademarks and trade names	Trademarks and trade names	56,350		(11,380)		44,970		Trademarks and trade names	53,751		(11,480)		42,271
Patents, licenses and rights	Patents, licenses and rights	47,604		(25,713)		21,891		Patents, licenses and rights	44,538		(25,112)		19,426
Total amortizable intangibles	Total amortizable intangibles	$	366,723	$	(150,906)	$	215,817	Total amortizable intangibles	$	357,342	$	(152,991)	$	204,351


	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

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The effect on our carrying value of intangible assets due to currency translations for foreign intangible assets was ~~an increase~~a decrease of ~~$1.0~~$4.7 million as of ~~March 26,~~June 25, 2022 compared to December 31, 2021.

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the 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				Three Months Ended				Six Months Ended
(amounts in thousands)	(amounts in thousands)	March 26, 2022		March 27, 2021			(amounts in thousands)	June 25, 2022		June 26, 2021		June 25, 2022		June 26, 2021
Amortization expense	Amortization expense	$	8,145	$	8,047		Amortization expense	$	8,038	$	8,307	$	16,183	$	16,354

Note 7. Accrued Expenses and Other Current Liabilities


(amounts in thousands)	(amounts in thousands)	March 26, 2022		December 31, 2021		(amounts in thousands)	June 25, 2022		December 31, 2021
Accrued sales and advertising rebates	Accrued sales and advertising rebates	$	81,088	$	90,623	Accrued sales and advertising rebates	$	82,633	$	90,623
Current portion of operating lease liability	Current portion of operating lease liability	45,316		43,880		Current portion of operating lease liability	43,403		43,880
Non-income related taxes	Non-income related taxes	33,685		25,030		Non-income related taxes	32,981		25,030
Deferred revenue and customer deposits	Deferred revenue and customer deposits	28,337		25,568		Deferred revenue and customer deposits	28,683		25,568
Current portion of warranty liability (Note 8)	Current portion of warranty liability (Note 8)	23,387		23,523		Current portion of warranty liability (Note 8)	22,030		23,523
Accrued freight	Accrued freight	22,332		19,020		Accrued freight	21,316		19,020
Accrued expenses	Accrued expenses	18,912		18,636		Accrued expenses	19,514		18,636
Accrued interest payable		17,704		3,633
Current portion of accrued claim costs relating to self-insurance programs	Current portion of accrued claim costs relating to self-insurance programs	15,268		14,352		Current portion of accrued claim costs relating to self-insurance programs	15,427		14,352
Accrued income taxes payable	Accrued income taxes payable	8,937		16,237		Accrued income taxes payable	10,484		16,237
Current portion of derivative liability (Note 17)		4,312		5,527
Accrued interest payable						Accrued interest payable	4,575		3,633
Legal claims provision	Legal claims provision	3,630		3,476		Legal claims provision	3,579		3,476
Current portion of restructuring accrual	Current portion of restructuring accrual	60		171		Current portion of restructuring accrual	3,319		171

Current portion of derivative liability (Note 17)						Current portion of derivative liability (Note 17)	2,157		5,527
Total accrued expenses and other current liabilities	Total accrued expenses and other current liabilities	$	302,968	$	289,676	Total accrued expenses and other current liabilities	$	290,101	$	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.

Note 8. Warranty Liability

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

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

An analysis of our warranty liability is as follows:


(amounts in thousands)	(amounts in thousands)	March 26, 2022		March 27, 2021		(amounts in thousands)	June 25, 2022		June 26, 2021
Balance as of January 1	Balance as of January 1	$	54,860	$	52,296	Balance as of January 1	$	54,860	$	52,296
Current period charges	Current period charges	7,151		6,252		Current period charges	13,503		13,740

Experience adjustments	Experience adjustments	684		2,135		Experience adjustments	906		2,601
Payments	Payments	(7,742)		(7,449)		Payments	(15,032)		(14,984)

Currency translation	Currency translation	(4)		(102)		Currency translation	(743)		109
Balance at period end	Balance at period end	54,949		53,132		Balance at period end	53,494		53,762
Current portion	Current portion	(23,387)		(21,771)		Current portion	(22,030)		(23,082)
Long-term portion	Long-term portion	$	31,562	$	31,361	Long-term portion	$	31,464	$	30,680

The most significant component of our warranty liability is in the North America segment, which totaled ~~$46.4~~$46.2 million at ~~March 26,~~June 25, 2022, after discounting future estimated cash flows at rates between 0.53% and ~~4.75%~~2.75%. Without discounting, the liability would have been higher by approximately ~~$2.4~~$2.7 million.

Note 9. Long-Term Debt

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			June 25, 2022				June 25, 2022			December 31, 2021
(amounts in thousands)	(amounts in thousands)	Interest Rate			(amounts in thousands)		Interest Rate

Senior Secured Notes and Senior Notes	Senior Secured Notes and Senior Notes	4.63% - 6.25%			$	1,050,000					$	1,050,000	Senior Secured Notes and Senior Notes	4.63% - 6.25%			$	1,050,000		$	1,050,000
Term loans	Term loans	1.30% - 2.46%	547,570					547,598		Term loans	1.30% - 3.31%				546,155			547,598
Revolving credit facilities	Revolving credit facilities	1.49% - 1.71%	120,000					—		Revolving credit facilities	2.27% - 5.00%				202,750			—
Finance leases and other financing arrangements	Finance leases and other financing arrangements	1.25% - 5.95%	91,468					97,874		Finance leases and other financing arrangements	1.25% - 6.17%				90,033			97,874
Mortgage notes	Mortgage notes	1.65% - 2.15%	24,316					25,411		Mortgage notes	1.65% - 2.15%				22,885			25,411

Total Debt	Total Debt		1,833,354					1,720,883		Total Debt					1,911,823			1,720,883
Unamortized debt issuance costs and original issue discounts	Unamortized debt issuance costs and original issue discounts		(13,927)					(14,626)		Unamortized debt issuance costs and original issue discounts					(13,170)			(14,626)
Current maturities of long-term debt	Current maturities of long-term debt		(36,395)					(38,561)		Current maturities of long-term debt					(30,815)			(38,561)
Long-term debt	Long-term debt		$	1,783,032				$	1,667,696	Long-term debt					$	1,867,838		$	1,667,696

Summaries of our significant changes to outstanding debt agreements as of ~~March 26,~~June 25, 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.

Term Loans

U.S. Facility - ~~In December 2017, along with the issuance of the Senior Notes, we re-priced and amended the facility, which resulted~~Initially executed 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.

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~~In September 2019,~~October 2014, we amended the Term Loan Facility to provide for an incremental aggregate principal amount of $125.0 million and used the proceeds primarily to repay $115.0 million of outstanding borrowings under the ABL Facility. The proceeds were net of the original issue discount of 0.5%, or $0.6 million, as well as $0.6 million in ~~fees and expenses associated with the debt issuance. This amendment required that approximately $1.4 million of the aggregate principal amount be repaid quarterly until the maturity date.~~

In July 2021 ~~we amended the Term Loan Facility~~ to, among other things, extend the maturity date from December 2024 to July 2028 and provide additional covenant flexibility. Pursuant to the amendment, certain existing and new lenders advanced $550.0 million of replacement term loans, the proceeds of which were used to prepay in full the amount outstanding under the previously existing term loans. The replacement term loans bear interest at LIBOR (subject to a floor of 0.00%) plus a margin of 2.00% to 2.25% depending on JWI’s corporate credit ratings. In addition, the amendment also modifies certain other terms and provisions of the Term Loan Facility. Voluntary prepayments of the replacement term loans are permitted at any time, in certain minimum principal amounts, but were subject to a 1.00% premium during the first six months. The amendment requires 0.25% of the initial principal to be repaid quarterly until maturity. As a result of this amendment, we recognized debt extinguishment costs of $1.3 million, which

included $1.0 million of unamortized debt issuance costs and original discount fees. As of the date of the amendment, the outstanding principal balance, net of original issue discount, was $548.6 million. As of ~~March 26,~~June 25, 2022, the outstanding principal balance, net of original issue discount, was $544.7 million~~$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 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) outstanding principal balance of the floating rate revolving loan facility 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,~~June 25, 2022, we had ~~$120.0~~$202.8 million of outstanding borrowings, ~~$36.4~~$34.9 million in letters of credit and ~~$301.8~~$262.3 million available under the ABL Facility.

Australia Senior Secured Credit Facility - In June 2019, we amended the Australia Senior Secured Credit Facility, reallocating availability from the Australia Term Loan Facility and collapsing the floating rate revolving loan facility into an AUD 35.0 million interchangeable facility to be used for guarantees, asset financing, and loans of twelve months or less. The interchangeable facility ~~no longer has~~does not have a set maturity date but is instead subject to an annual ~~review.~~review each June.

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~~renewed the facility through ~~the~~its next annual ~~review, which will occur in June 2022.~~review. The amended facility includes line fees of 0.50%, compared to line fees of 0.70% under the previous amendment. As of ~~March 26,~~June 25, 2022, we had AUD ~~23.0~~23.1 million ($~~17.3~~16.0 million) available under this facility.

The Australia Senior Secured Credit Facility is secured by guarantees of JWA and its subsidiaries, fixed and floating charges on the assets of JWA group, and mortgages on certain real properties owned by the JWA group. The 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 JWA group is the borrower and limits loans or other financial accommodations to non-obligor entities.

At ~~March 26,~~June 25, 2022, we had combined borrowing availability of ~~$319.1~~$278.3 million under our revolving credit facilities.

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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 ~~March 26,~~June 25, 2022, we had DKK ~~164.3~~161.7 million ($~~24.3~~22.9 million) outstanding under these notes.

Finance leases and other financing arrangements – In addition to finance leases, we include insurance premium financing arrangements and loans secured by equipment in this category. As of ~~March 26,~~June 25, 2022, we had ~~$91.5~~$90.0 million outstanding in this category, with maturities ranging from 2022 to 2028.

As of ~~March 26,~~June 25, 2022, we were in compliance with the terms of all of our credit facilities and the indentures governing the Senior Notes and Senior Secured Notes.

Note 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~~six months ended ~~March 26,~~June 25, 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 ~~26.3% and 28.9%~~24.9% for both the three and six months ended ~~March~~June 25, 2022, respectively, compared to 26.9% and 27.5% and June 26, ~~2022 and March 27,~~ 2021, respectively. In accordance with ASC 740-270, we recorded a tax ~~benefit~~expense of ~~$0.2~~$15.2 million and a$15.0 million in the three and six months ended June 25, 2022, respectively, compared to tax expense of ~~$10.4~~$22.4 million and $32.7 million from operations in the three and six months ended ~~March~~June 26, ~~2022 and March 27,~~ 2021, respectively, 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 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. ~~Discrete~~The tax benefit for discrete items ~~recorded~~included in the tax provision for continuing operations for the three months ended ~~March~~June 25, 2022 was $6.4 million compared to $1.7 million for the three months ended June 26, 2021. The discrete amounts for the three months ended June 25, 2022 were comprised primarily of $9.5 million of tax benefit related to movement in the valuation allowance due to changes in estimated forecasted earnings, partially offset by $2.6 million of tax expense attributable to current period interest expense on uncertain tax positions and ~~March 27,~~$0.6 million of tax expense attributable to a windfall tax deduction on share-based compensation. The discrete amounts for the three months ended June 26, 2021 were ~~insignificant~~comprised primarily of $1.8 million of tax benefit related to future changes to the UK tax ~~(benefit) expense recorded~~rate enacted in the ~~respective periods.~~period and $0.3 million of tax benefit attributable to a windfall tax deduction on share-based compensation, partially offset by $0.3 million of tax expense attributable to interest expense on uncertain tax positions.

The tax benefit related to discrete items included in the tax provision for continuing operations for the six months ended June 25, 2022 was $6.4 million, compared to $1.6 million for the six months ended June 26, 2021. The discrete tax benefits for the six months ended June 25, 2022 were comprised primarily of $9.5 million of tax benefit related to movement in the valuation allowance due to changes in estimated forecasted earnings, partially offset by $2.5 million of tax expense attributable to current period interest expense on uncertain tax positions and $0.5 million of tax expense attributable to a windfall tax deduction on share-based compensation. The discrete benefit amounts for the six months ended June 26, 2021 were comprised primarily of $1.8 million of tax benefit related to future changes to the UK tax rate enacted in the period and $0.5 million of tax benefit attributable to a windfall tax deduction on share-based compensation, partially offset by $0.6 million of tax expense attributable to interest expense on uncertain tax positions.

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 ~~$24.8~~$28.6 million and $26.8 million as of ~~March 26,~~June 25, 2022 and December 31, 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 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 3 reportable segments, organized and managed principally by geographic region. Our reportable segments are North America, Europe, and Australasia. We report all other business activities in Corporate and unallocated costs. Factors considered in determining the 3 reportable segments include the nature of business activities, the management structure accountable directly to the CODM, the discrete financial information available and the information regularly reviewed by the CODM. Management reviews net revenues and Adjusted EBITDA to evaluate segment performance and allocate resources. We define Adjusted EBITDA as net income (loss), adjusted for the following items: loss from discontinued operations, net of tax; equity earnings of non-consolidated entities; income tax (benefit) expense; depreciation and amortization; interest expense, net; impairment and restructuring charges; gain on previously held shares of equity investment; (gain) loss on sale of property and equipment; share-based compensation expense; non-cash foreign exchange transaction/translation (income) loss; other items; other non-cash items; and costs related to debt restructuring and debt refinancing.

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

(amounts in thousands) North
America 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


(amounts in thousands)	North America		Europe		Australasia		Total Operating Segments		Corporate and Unallocated Costs		Total Consolidated
Three Months Ended June 25, 2022
Total net revenues	$	839,480	$	340,047	$	156,951	$	1,336,478	$	—	$	1,336,478
Intersegment net revenues	(373)		—		(5,137)		(5,510)		—		(5,510)
Net revenues from external customers	$	839,107	$	340,047	$	151,814	$	1,330,968	$	—	$	1,330,968

Impairment and restructuring charges	4,751		534		31		5,316		(20)		5,296
Adjusted EBITDA	93,472		20,040		15,872		129,384		(3,589)		125,795


Three Months Ended June 26, 2021
Total net revenues	$	740,409	$	349,894	$	160,029	$	1,250,332	$	—	$	1,250,332
Intersegment net revenues	(281)		(147)		(4,089)		(4,517)		—		(4,517)
Net revenues from external customers	$	740,128	$	349,747	$	155,940	$	1,245,815	$	—	$	1,245,815

Impairment and restructuring charges	903		232		44		1,179		(34)		1,145
Adjusted EBITDA	115,320		39,784		17,995		173,099		(24,857)		148,242


(amounts in thousands)	North America		Europe		Australasia		Total Operating Segments		Corporate and Unallocated Costs		Total Consolidated
Six Months Ended June 25, 2022
Total net revenues	$	1,562,051	$	663,353	$	287,384	$	2,512,788	$	—	$	2,512,788
Intersegment net revenues	(601)		(34)		(10,163)		(10,798)		—		(10,798)
Net revenues from external customers	$	1,561,450	$	663,319	$	277,221	$	2,501,990	$	—	$	2,501,990

Impairment and restructuring charges	4,751		534		53		5,338		(41)		5,297
Adjusted EBITDA	160,557		34,738		26,244		221,539		(15,495)		206,044


Six Months Ended June 26, 2021
Total net revenues	$	1,380,144	$	671,282	$	295,997	$	2,347,423	$	—	$	2,347,423
Intersegment net revenues	(401)		(1,020)		(7,804)		(9,225)		—		(9,225)
Net revenues from external customers	$	1,379,743	$	670,262	$	288,193	$	2,338,198	$	—	$	2,338,198

Impairment and restructuring charges	916		1,127		84		2,127		(55)		2,072
Adjusted EBITDA	195,113		68,578		31,194		294,885		(48,732)		246,153

Reconciliations of net income to Adjusted EBITDA are as follows:


		Three Months Ended				Three Months Ended		Six Months Ended
(amounts in thousands)	(amounts in thousands)	March 26, 2022		March 27, 2021			(amounts in thousands)	June 25, 2022		June 26, 2021		June 25, 2022		June 26, 2021
Net (loss) income		$	(528)	$	25,485
Net income							Net income	$	45,826	$	60,710	$	45,298	$	86,195

Income tax (benefit) expense		(188)		10,359
Income tax expense							Income tax expense	15,221		22,359		15,033		32,718
Depreciation and amortization	Depreciation and amortization	32,565		34,210			Depreciation and amortization	32,513		35,465		65,078		69,675
Interest expense, net	Interest expense, net	18,354		18,455			Interest expense, net	20,222		18,860		38,576		37,315
Impairment and restructuring charges(1)	Impairment and restructuring charges(1)	1		927			Impairment and restructuring charges(1)	5,318		1,415		5,319		2,342

Loss (gain) on sale of property and equipment		134		(876)
Loss on sale of property and equipment							Loss on sale of property and equipment	55		1,308		189		432
Share-based compensation expense	Share-based compensation expense	9,664		6,855			Share-based compensation expense	1,598		7,526		11,262		14,381
Non-cash foreign exchange transaction/translation loss (income)	Non-cash foreign exchange transaction/translation loss (income)	6,218		(11,496)			Non-cash foreign exchange transaction/translation loss (income)	63		(2,000)		6,281		(13,496)
Other items ~~(1)~~(2)	Other items ~~(1)~~(2)	14,029		13,992			Other items ~~(1)~~(2)	3,938		2,599		17,967		16,591

Other non-cash items (3)							Other non-cash items (3)	1,041		—		1,041		—
Adjusted EBITDA	Adjusted EBITDA	$	80,249	$	97,911		Adjusted EBITDA	$	125,795	$	148,242	$	206,044	$	246,153

(1)Impairment and restructuring charges consist of (i) impairment and restructuring charges that are included in our accompanying unaudited consolidated statements of operations plus (ii) additional charges relating to inventory and/or manufacturing of our products that are included in cost of sales in our accompanying unaudited consolidated statements of operations were $22 and $270 for the three and six months ended June 25, 2022 and June 26, 2021, respectively.

(2)Other non-recurring items not core to ongoing business activity include: (i) in the three months ended ~~March 26,~~June 25, 2022 (1) ~~$6,851~~$5,223 in facility closure, consolidation, and other related costs, (2) ($4,403) in adjustments related to fire damage and downtime at one of our facilities, and (3) $3,084 in legal costs and professional expenses; (ii) in the three months ended June 26, 2021 (1) $1,531 in legal costs and professional expenses relating primarily to litigation and (2) $654 in facility closure, consolidation, startup, and other related costs; (iii) in the six months ended June 25, 2022 (1) $8,126 in in legal costs and professional expenses, (2) $5,498 in facility closure, consolidation, and other related costs, (3) $2,448 in expenses related to fire damage and downtime at one of our facilities, ~~(2) $5,042 in legal costs~~ and ~~professional expenses, and 3)~~(4) $1,898 in compensation and non-income taxes associated with exercises of legacy equity awards; ~~(ii)~~(iv) in the ~~three~~six months ended ~~March 27,~~June 26, 2021 (1) ~~$13,755~~$15,286 in legal costs and professional expenses relating primarily to ~~litigation.~~litigation and (2) $783 in facility closure, consolidation, startup, and other related costs.

(3)Other non-cash items include $1,048 for unrealized mark-to-market losses from other derivatives in the three and six months ended June 25, 2022.

Note 12. Capital Stock

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

Common Stock - Common Stock includes the basis of shares outstanding plus amounts recorded as additional paid-in capital. Shares outstanding exclude the shares issued to the Employee Benefit Trust that are considered similar to treasury shares and total 193,941 shares at both ~~March 26,~~June 25, 2022 and December 31, 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 July 27, 2021, ~~the~~our Board of Directors increased ~~to the remaining~~our existing repurchase authorization to a total of $400.0 million with no expiration date. As of ~~March 26,~~June 25, 2022, ~~$90.8~~$26.5 million was remaining under ~~the~~this authorization.

On July 28, 2022, our Board of Directors authorized a new share repurchase ~~program.~~ program with an aggregate value of $200.0 million and no expiration date.

During the three

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and six months ended ~~March~~June 25, 2022, we repurchased 3,430,006 and 5,207,272, respectively, at an average price of $18.74 and $20.29, respectively. During the three and six months ended June 26, ~~2022 and March 27,~~ 2021, we repurchased ~~1,777,266~~1,177,757 and ~~809,884~~1,987,641 shares of our Common Stock, respectively, at an average price of ~~$23.26~~$28.66 and ~~$28.58,~~$28.62, respectively.

Note 13. Earnings Per Share

The basic and diluted income per share calculations 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 months ended 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 as their inclusion would be antidilutive.


	Three Months Ended		Six Months Ended
	June 25, 2022	June 26, 2021	June 25, 2022	June 26, 2021







Weighted average outstanding shares of Common Stock basic	87,219,078	99,514,890	88,466,982	99,991,045


Restricted stock units, performance share units, and options to purchase Common Stock	747,971	2,155,734	1,090,974	2,150,844
Weighted average outstanding shares of Common Stock diluted	87,967,049	101,670,624	89,557,956	102,141,889

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


		Three Months Ended		Three Months Ended			Six Months Ended
		March 26, 2022	March 27, 2021			June 25, 2022	June 26, 2021	June 25, 2022	June 26, 2021

Common Stock options	Common Stock options	1,668,613	1,024,415		Common Stock options	1,845,460	846,216	1,487,577	762,049

Restricted stock units	Restricted stock units	1,086,958	222,174		Restricted stock units	968,531	32,836	570,426	18,014
Performance share units	Performance share units	390,084	63,601		Performance share units	135,718	165,749	197,600	116,118

1921

Note 14. Stock Compensation

The activity under our incentive plans for the periods presented are reflected in the following tables:


		Three Months Ended							Three Months Ended
		March 26, 2022			March 27, 2021				June 25, 2022			June 26, 2021
		Shares	Weighted Average Exercise Price Per Share		Shares	Weighted Average Exercise Price Per Share			Shares	Weighted Average Exercise Price Per Share		Shares	Weighted Average Exercise Price Per Share
Options granted	Options granted	310,554	$	24.17	309,902	$	29.01	Options granted	—	$	—	—	$	—
Options canceled	Options canceled	37,770	$	28.57	12,426	$	23.66	Options canceled	140,255	$	26.21	9,000	$	31.93
Options exercised	Options exercised	66,946	$	12.55	89,062	$	14.10	Options exercised	89,434	$	11.44	64,511	$	16.25

		Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value			Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
RSUs granted	RSUs granted	845,395	$	24.18	582,919	$	29.01	RSUs granted	294,605	$	19.70	59,690	$	30.51

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


	Six Months Ended
	June 25, 2022			June 26, 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	178,025	$	26.71	25,602	$	28.15
Options exercised	156,380	$	11.91	153,573	$	15.00

	Shares	Weighted Average Grant Date Fair Value		Shares	Weighted Average Grant Date Fair Value
RSUs granted	1,140,000	$	23.02	642,609	$	29.15

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

Stock-based compensation expense was ~~$9.7~~$1.6 million and ~~$6.9~~$11.3 million for the three and six months ended ~~March~~June 25, 2022, respectively, and $7.5 million and $14.4 million for the three and six months ended June 26, ~~2022 and March 27,~~ 2021, respectively. As of ~~March 26,~~June 25, 2022, we had ~~$33.9~~$28.2 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 ~~1.69~~1.59 years.

2022

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,~~June 25, 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 addition to Towanda, 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 ~~March 26,~~June 25, 2022 and December 31, 2021.


(amounts in thousands)	(amounts in thousands)	March 26, 2022		December 31, 2021		(amounts in thousands)	June 25, 2022		December 31, 2021
Assets	Assets					Assets
Inventory	Inventory	$	15,922	$	15,520	Inventory	$	15,453	$	15,520
Other current assets	Other current assets	227		105		Other current assets	145		105
Property and equipment	Property and equipment	37,292		35,870		Property and equipment	39,139		35,870
Intangible assets	Intangible assets	1,471		1,471		Intangible assets	1,471		1,471
Goodwill	Goodwill	65,000		65,000		Goodwill	65,000		65,000
Operating lease assets	Operating lease assets	1,340		1,458		Operating lease assets	1,220		1,458
Assets held for sale	Assets held for sale	$	121,252	$	119,424	Assets held for sale	$	122,428	$	119,424

Liabilities	Liabilities					Liabilities
Accrued payroll and benefits	Accrued payroll and benefits	892		$	907	Accrued payroll and benefits	903		$	907
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	3,005		3,945		Accrued expenses and other current liabilities	4,586		3,945
Current maturities of long term debt	Current maturities of long term debt	8		10		Current maturities of long term debt	6		10
Long-term debt	Long-term debt	1		2		Long-term debt	—		2
Operating lease liability	Operating lease liability	877		1,004		Operating lease liability	747		1,004
Liabilities held for sale	Liabilities held for sale	$	4,783	$	5,868	Liabilities held for sale	$	6,242	$	5,868

Note 16. Other ~~Income~~(Income) Expense

The table below summarizes the amounts included in other ~~income~~(income) expense in the accompanying unaudited consolidated statements of operations:


		Three Months Ended				Three Months Ended				Six Months Ended
(amounts in thousands)	(amounts in thousands)	March 26, 2022		March 27, 2021			(amounts in thousands)	June 25, 2022		June 26, 2021		June 25, 2022		June 26, 2021
Foreign currency losses (gains)		$	1,711	$	(9,233)
Foreign currency (gains) losses							Foreign currency (gains) losses	$	(7,096)	$	297	$	(5,385)	$	(8,936)
Recovery of cost from interest received on impaired notes							Recovery of cost from interest received on impaired notes	(6,385)		—		(13,412)		—
Insurance Reimbursement							Insurance Reimbursement	(4,843)		—		(4,843)		—

Recovery of cost from interest received on impaired notes		(7,027)		—
Pension income	Pension income	(1,427)		(36)			Pension income	(1,435)		(40)		(2,862)		(76)

Loss (gain) on sale or disposal of property and equipment		134		(946)
Governmental pandemic assistance reimbursement	Governmental pandemic assistance reimbursement	(65)		(265)			Governmental pandemic assistance reimbursement	(414)		(235)		(479)		(499)
Loss on sale or disposal of property and equipment							Loss on sale or disposal of property and equipment	55		1,308		189		362
Other items	Other items	(663)		(361)			Other items	(769)		(1,178)		(1,432)		(1,540)

Total other income		$	(7,337)	$	(10,841)
Total other (income) expense							Total other (income) expense	$	(20,887)	$	152	$	(28,224)	$	(10,689)

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Note 17. Derivative Financial Instruments

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. To mitigate the exposure, we may enter into a variety of foreign currency derivative contracts, such as forward contracts, option collars, and cross-currency hedges. To manage the effect of exchange fluctuations on forecasted sales, purchases, acquisitions, inventory, capital expenditures, and certain intercompany transactions that are denominated in foreign currencies, we have foreign currency derivative contracts with a total notional amount of ~~$100.5~~$104.0 million. We have foreign currency derivative contracts, with a total notional amount of ~~$366.7~~$342.3 million, to hedge the effects of translation gains and losses on intercompany loan principal and interest. To mitigate the impact to the consolidated earnings of the Company from the effect of the translation of certain subsidiaries’ local currency results into U.S. dollars, we have foreign currency derivative contracts with a total notional amount of ~~$93.8~~$92.6 million. We do not use derivative financial instruments for trading or speculative purposes. We have not elected hedge accounting for any foreign currency derivative contracts. We record mark-to-market changes in the values of these derivatives in other income. We recorded mark-to-market ~~losses~~gains of ~~$1.3~~$12.2 million and ~~gains of $3.8~~$11.0 million in the three and six months ended ~~March~~June 25, 2022, respectively, and $2.0 million and $5.8 million in the three and six months ended June 26, ~~2022 and March 27,~~ 2021, respectively.

Interest rate derivatives – We are exposed to interest rate risk in connection with our variable rate long-term debt and partially mitigate this risk through interest rate derivatives such as swaps and caps. In May 2020, we entered into interest rate swap agreements to manage this risk. The interest rate swaps have outstanding notional amounts aggregating to $370.0 million and mature in December 2023 with a weighted average fixed rate of 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 fix the interest rate on a corresponding portion of the aggregate debt outstanding under our Term Loan Facility.

No portion of these interest rate contracts were deemed ineffective during the three and six months ended ~~March 26,~~June 25, 2022. We recorded pre-tax mark-to-market gains of ~~$8.9~~$3.4 million and ~~$1.1~~$12.3 million during the three and six months ended ~~March~~June 25, 2022, respectively, and $0.3 million and $1.4 million during the three and six months ended June 26, ~~2022 and March 27,~~ 2021, respectively, in other comprehensive income. We reclassified ~~losses of $0.2 million~~gains previously recorded in other comprehensive income to interest ~~expense~~income of $0.3 million and $0.1 million during the three and six months ended ~~March~~June 25, 2022, respectively, and losses to interest expense of $0.3 million and $0.5 million during the three and six months ended June 26, ~~2022 and March 27,~~ 2021, respectively.

As of ~~March 26,~~June 25, 2022, approximately ~~$5.2~~$10.0 million is expected to be reclassified to interest income over the next twelve months.

Other derivative instruments – From time to time, we may enter into other types of derivative instruments immaterial to the business. Unless otherwise disclosed, these instruments are not designated as hedging instruments and mark-to-market adjustments are recorded in the statement of operations each period.

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

The fair values of derivative instruments held are as follows:


		Derivative assets						Derivative assets
(amounts in thousands)	(amounts in thousands)	Balance Sheet Location	March 26, 2022		December 31, 2021		(amounts in thousands)	Balance Sheet Location	June 25, 2022		December 31, 2021
Derivatives designated as hedging instruments:	Derivatives designated as hedging instruments:						Derivatives designated as hedging instruments:
Interest rate contracts	Interest rate contracts	Other current assets	$	4,595	$	263	Interest rate contracts	Other current assets	$	9,191	$	263
Interest rate contracts	Interest rate contracts	Other assets	$	7,795	$	3,036	Interest rate contracts	Other assets	$	6,328	$	3,036
Derivatives not designated as hedging instruments:	Derivatives not designated as hedging instruments:						Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Foreign currency forward contracts	Other current assets	$	3,829	$	6,297	Foreign currency forward contracts	Other current assets	$	12,921	$	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


	Derivatives liabilities
(amounts in thousands)	Balance Sheet Location	June 25, 2022		December 31, 2021



Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Accrued expenses and other current liabilities	$	1,109	$	5,527
Other derivative instruments	Accrued expenses and other current liabilities	$	1,048	$	—

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Note 18. Fair Value of Financial Instruments

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

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

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

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

The recorded carrying amounts and fair values of these instruments were as follows:


		March 26, 2022										June 25, 2022
(amounts in thousands)	(amounts in thousands)	Carrying Amount		Total Fair Value		Level 1		Level 2		Level 3			(amounts in thousands)	Carrying Amount		Total Fair Value		Level 1		Level 2		Level 3
Assets:	Assets:												Assets:
Cash equivalents	Cash equivalents	$	5,110	$	5,110	$	—	$	5,110	$	—		Cash equivalents	$	641	$	641	$	—	$	641	$	—
Derivative assets, recorded in other current assets	Derivative assets, recorded in other current assets	8,424		8,424		—		8,424		—			Derivative assets, recorded in other current assets	22,112		22,112		—		22,112		—
Derivative assets, recorded in other assets	Derivative assets, recorded in other assets	7,795		7,795		—		7,795		—			Derivative assets, recorded in other assets	6,328		6,328		—		6,328		—

Liabilities:	Liabilities:												Liabilities:
Debt, recorded in long-term debt and current maturities of long-term debt	Debt, recorded in long-term debt and current maturities of long-term debt	$	1,833,354	$	1,815,295	$	—	$	1,815,295	$	—		Debt, recorded in long-term debt and current maturities of long-term debt	$	1,911,823	$	1,755,413	$	—	$	1,755,413	$	—

Derivative liabilities, recorded in accrued expenses and other current liabilities	Derivative liabilities, recorded in accrued expenses and other current liabilities	4,312		4,312		—		4,312		—			Derivative liabilities, recorded in accrued expenses and other current liabilities	2,157		2,157		—		2,157		—


	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 ~~March 26,~~June 25, 2022 or December 31, 2021.

Note 19. Commitments and Contingencies

Litigation – We are involved in various legal proceedings, claims, and government audits arising in the ordinary course of business. We record our best estimate of a loss when the loss is considered probable and the amount of such loss can be reasonably estimated. When a loss is probable and there is a range of estimated loss with no best estimate within the range, we record the minimum estimated liability related to the lawsuit or claim. As additional information becomes available, we reassess the potential liability and revise our accruals, if necessary. Because of uncertainties related to the resolution of lawsuits and claims, the ultimate outcome may differ materially from our estimates.

Other than the matters described below, there were no proceedings or litigation matters involving the Company or its property as of ~~March 26,~~June 25, 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 effect on our operating results for a particular reporting period.

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

In February 2018, a jury in the Eastern District of Virginia returned a verdict that was unfavorable to JWI with respect to Steves’ claims that our acquisition of CMI violated Section 7 of the Clayton Act, and found that JWI breached the supply agreement between the parties (the “Original Action”). The verdict awarded Steves $12.2 million for past damages under both the Clayton Act and breach of contract claims and $46.5 million in future lost profits under the Clayton Act claim.

During the course of the proceedings in the Eastern District of Virginia, we discovered certain facts that led us to conclude that Steves, its principals, and certain former employees of the Company had misappropriated Company trade secrets, violated the terms of various agreements between the Company and those parties, and violated other laws. On May 11, 2018, a jury in the Eastern District of Virginia returned a verdict on our trade secrets claims against Steves and awarded damages in the amount of $1.2 million. The presiding judge entered a judgment in our favor for those damages, and the entire amount has been paid by Steves. On August 16, 2019, the presiding judge granted Steves’ request for an injunction, prohibiting us from pursuing certain claims against individual defendants pending in Bexar County, Texas (the “Steves Texas Trade Secret Theft Action”). On September 11, 2019, JELD-WEN filed a notice of appeal of the Eastern District of Virginia’s injunction to the Fourth Circuit Court of Appeals (the “Fourth Circuit”).

On March 13, 2019, the presiding judge entered an Amended Final Judgment Order in the Original Action, awarding $36.5 million in past damages under the Clayton Act (representing a trebling of the jury’s verdict) and 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 overturned on appeal.

On April 12, 2019, Steves filed a petition requesting an award of its fees and a bill of costs, seeking $28.4 million in attorneys’ fees and $1.7 million in costs in connection with the Original Action. On November 19, 2019, the presiding judge entered an order for further relief awarding Steves an additional $7.1 million in damages for pricing differences from the date of the underlying jury verdict through May 31, 2019 (the “Pricing Action”). We also appealed that ruling. On April 14, 2020, Steves filed a motion for further supplemental relief for pricing differences from the date of the prior order and going forward through the end of the parties’ current supply agreement (the “Future Pricing Action”). We opposed that request for further relief.

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

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

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

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

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

On October 7, 2021, we entered into a settlement agreement with Steves to resolve the following: (i) Steves’ past and any future claims for attorneys’ fees, expenses, and costs in connection with the Original Action, except that Steves and JWI each reserved the right to seek attorneys’ fees arising out of any challenge of the divestiture process or the final divestiture order; (ii) the Steves Texas Trade Secret Theft Action and the related Fourth Circuit appeal of the Eastern District of Virginia’s injunction in the Original Action; (iii) the past damages award in the Original Action; and (iv) any and all claims and counterclaims, known or unknown, that were asserted or could have been asserted against each other from the

beginning of time through the date of the settlement agreement. As a result of the settlement, the parties filed a stipulated notice of satisfaction of the past antitrust damages judgment and a stipulated notice of settlement of Steves’ claim for attorneys’ fees, expenses, and costs against JWI in the Original Action, and Steves filed a notice of withdrawal of its motion for attorneys’ fees and expenses and bill of costs in the Original Action. The Company also filed a notice of dismissal with prejudice and agreed to take no judgment in the Steves Texas Trade Secret Theft Action, and the parties filed a joint agreement for dismissal of the injunction appeal in the Fourth Circuit. On November 3, 2021, we paid $66.4 million to Steves under the settlement agreement.

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~~On April 28, 2022, the court granted the plaintiffs leave to amend the complaint, and the plaintiffs filed their amended complaint the same day. As a result, on April 29, 2022, the Court ~~has not yet ruled or scheduled~~denied JELD-WEN’s and Onex’s motions to dismiss as moot.

On June 20, 2022, the parties executed a ~~hearing on~~settlement term sheet pertaining to the ~~proposed amendment.~~

~~The Company believes~~derivative litigation and notified the ~~claims in~~Court that a settlement had been reached. On June 22, 2022, the ~~consolidated~~Court stayed the derivative ~~action lack merit and intends to defend against~~litigation pending approval of the ~~action.~~

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settlement.

Canadian Antitrust Litigation – On May 15, 2020, Développement Émeraude Inc., on behalf of itself and others similarly situated, filed a putative class action lawsuit against 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~~issued a proposed Amended Statement of Claim that replaced the named plaintiff, Kate O’Leary Swinkels, with David Regan. The plaintiff has sought a stay of the Quebec Action while the Federal Court Action proceeds. We ~~do not~~ anticipate a hearing on the certification of the Federal Court Action ~~before~~in 2023. The Company believes both the Quebec Action and the Federal Court Action lack merit and intends to vigorously defend against them.

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

Self-Insured Risk – We self-insure substantially all of our domestic business liability risks including general liability, product liability, warranty, personal injury, auto liability, workers’ compensation, and employee medical benefits. Excess

insurance policies from independent insurance companies generally cover exposures between $5.0 million and $200.0 million for domestic product liability risk and exposures between $3.0 million and $200.0 million for auto, general liability, personal injury, and workers’ compensation. We have no stop loss insurance covering our self-insured employee medical 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 ~~March 26,~~June 25, 2022 and December 31, 2021, our accrued liability for self-insured risks was ~~$89.8~~$88.7 million and $88.4 million, respectively.

Indemnifications – At ~~March 26,~~June 25, 2022, we had commitments related to certain representations made in 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 consolidated balance sheets.

Other Financing Arrangements – At times we are required to provide letters of credit, surety bonds, or guarantees to meet various performance, legal, warranty, environmental, workers compensation, licensing, utility, and governmental requirements. Stand-by letters of credit are provided to certain customers and counterparties in the ordinary course of business as credit support for contractual performance guarantees, advanced payments received from customers, and future funding commitments. The stated values of these letters of credit agreements, surety bonds, and guarantees were ~~$76.1~~$73.1 million and $116.9 million at ~~March 26,~~June 25, 2022 and December 31, 2021, respectively. The decrease is primarily due to the cancellation of bonds related to the Steves’ legal matter.

Environmental Contingencies – We periodically incur environmental liabilities associated with remediating our current and former manufacturing sites as well as penalties for not complying with environmental rules and regulations. We record a liability for remediation costs when it is probable that we will be responsible for such costs and the costs can be reasonably estimated. These environmental liabilities are estimated based on current available facts and current laws and regulations. Accordingly, it is likely that adjustments to the estimated liabilities will be necessary as additional information becomes available. Short-term environmental liabilities and settlements are recorded in accrued expenses and other current liabilities in the accompanying consolidated balance sheets and totaled $0.5 million at ~~March 26,~~June 25, 2022 and December 31,

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2021. Long-term environmental liabilities are recorded in deferred credits and other liabilities in the accompanying consolidated balance sheets and totaled $11.8 million at ~~March 26,~~June 25, 2022 and December 31, 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 the site. As part of the order, we agreed to develop a CAP, arising from the feasibility assessment. In December 2020, we submitted to the WADOE a draft feasibility assessment with an array of remedial alternatives, which we considered substantially complete. During 2021, several comment rounds were completed as well as the identification of the Port of Everett and W&W Everett Investment LLC as additional PLPs, with respect to this matter with each PLP being jointly and severally liable for the cleanup costs. The WADOE received the final feasibility assessment on December 31, 2021, containing various remedial alternatives with its preferred remedial alternatives totaling $23.4 million. Based on this study, we have determined our range of possible outcomes to be $11.8 million to $33.4 million. On March 1, 2022, we delivered a draft CAP to the WADOE consistent with its preferred alternatives, and on May 16, 2022, we received the WADOE’s initial comments on the draft CAP. On June 13, 2022, we responded to the WADOE’s comments. The WADOE has 60 days to review and provide comments followed by a comment incorporation period for the draft CAP. At that time, the WADOE will complete an additional review within 60 days and release the 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 will be required to perform. The final CAP will be developed and delivered to the WADOE 15 days thereafter. The final CAP will ultimately be formalized in an Agreed Order or Consent Decree with the WADOE, the Company, and the other PLPs. We have made provisions within our financial statements within the range of possible outcomes; however, the contents and cost of the final CAP and allocation of the responsibility between the identified PLPs could vary materially from our estimates.

Towanda, Pennsylvania Consent Order – In December 2020, we entered into a COA with the PaDEP to remove a pile of wood fiber waste from our site in Towanda, Pennsylvania, which we acquired in connection with our acquisition of CMI in 2012, by using it as fuel for a boiler at that site. The COA replaced a 2018 Consent Decree between PaDEP and us. Under

the COA, we are required to achieve certain periodic removal objectives and ultimately remove the entire pile by August 31, 2025. There are currently $2.3 million in bonds posted in connection with these obligations. If we are unable to remove this pile by August 31, 2025, then the bonds will be forfeited, and we may be subject to penalties by PaDEP. We currently anticipate meeting all applicable removal deadlines; however, if our operations ~~at this site decrease and we burn less fuel than currently anticipated, we may not~~should change, additional alternatives would be ~~able~~evaluated to meet ~~such deadlines.~~the prescribed removal timeline.

2730

Note 20. Supplemental Cash Flow Information


		Three Months Ended				Six Months Ended
(amounts in thousands)	(amounts in thousands)	March 26, 2022		March 27, 2021			(amounts in thousands)	June 25, 2022		June 26, 2021
Cash Operating Activities:	Cash Operating Activities:						Cash Operating Activities:
Operating leases	Operating leases	$	15,203	$	15,513		Operating leases	$	30,232	$	29,735
Interest payments on financing lease obligations	Interest payments on financing lease obligations	43		50			Interest payments on financing lease obligations	83		112
Cash paid for amounts included in the measurement of lease liabilities	Cash paid for amounts included in the measurement of lease liabilities	$	15,246	$	15,563		Cash paid for amounts included in the measurement of lease liabilities	$	30,315	$	29,847

Non-cash Investing Activities:	Non-cash Investing Activities:						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
Property, equipment, and intangibles purchased in accounts payable							Property, equipment, and intangibles purchased in accounts payable	$	4,888	$	5,557
Property, equipment, and intangibles purchased with debt							Property, equipment, and intangibles purchased with debt	3,278		3,421

Cash Financing Activities:	Cash Financing Activities:						Cash Financing Activities:

Borrowings on long-term debt	Borrowings on long-term debt	233,500		258			Borrowings on long-term debt	$	441,364	258
Payments of long-term debt	Payments of long-term debt	(122,877)		(8,900)			Payments of long-term debt	(254,736)		(54,912)

Change in long-term debt	Change in long-term debt	$	110,623	$	(8,642)		Change in long-term debt	$	186,628	$	(54,654)

Cash paid for amounts included in the measurement of finance lease liabilities	Cash paid for amounts included in the measurement of finance lease liabilities	$	495	$	533		Cash paid for amounts included in the measurement of finance lease liabilities	$	924	$	1,164

Non-cash Financing Activities:	Non-cash Financing Activities:						Non-cash Financing Activities:

Prepaid insurance funded through short-term debt borrowings							Prepaid insurance funded through short-term debt borrowings	$	2,029	$	2,570

Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities	Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities	$	2,268	$	716		Shares surrendered for tax obligations for employee share-based transactions in accrued liabilities	$	46	$	171
Shares repurchased in accounts payable	Shares repurchased in accounts payable	2,191		—			Shares repurchased in accounts payable	1,517		—
Accounts payable converted to installment notes	Accounts payable converted to installment notes	1,279		69			Accounts payable converted to installment notes	1,279		69

Other Supplemental Cash Flow Information:	Other Supplemental Cash Flow Information:						Other Supplemental Cash Flow Information:
Cash taxes paid, net of refunds	Cash taxes paid, net of refunds	$	16,648	$	14,889		Cash taxes paid, net of refunds	$	27,544	$	24,044
Cash interest paid	Cash interest paid	3,682		3,638			Cash interest paid	36,641		35,623

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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 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 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,” or “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 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 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 ERP system that we are currently implementing proving ineffective;

•security breaches and other cybersecurity incidents;

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

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

2932

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

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

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

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

•inability to protect our intellectual property;

•pension plan obligations;

•our current level of indebtedness; and

•other risks and uncertainties, including those listed under Item 1A- Risk Factors in our 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 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 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 10-Q, they may not be predictive of results or developments in future periods.

Any forward-looking statement in this 10-Q speaks only as of the date of this 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 10-Q to “we,” “us,” “our,” “the 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 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 10-Q.

This MD&A is a supplement to our financial statements and notes thereto included elsewhere in this 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. This section provides a general description of our Company and 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.

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

Company Overview

We are a leading global provider of windows, doors, wall systems, and 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 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.

3033

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, Europe, and Australasia. Financial information related to our business segments can be found in Note 11 - Segment Information of our financial statements included elsewhere in this 10-Q.

Results of Operations

The tables in this section summarize key components of our results of operations for the periods indicated, both in U.S. dollars and as a percentage of our net revenues. Certain percentages presented in this section have been rounded to the nearest whole number. Accordingly, totals may not equal the sum of the line items in the tables below.

Comparison of the Three Months Ended ~~March 26,~~June 25, 2022 to the Three Months Ended ~~March 27,~~June 26, 2021


		Three Months Ended										Three Months Ended
		March 26, 2022				March 27, 2021						June 25, 2022					June 26, 2021
(amounts in thousands)	(amounts in thousands)			% of Net Revenues				% of Net Revenues			(amounts in thousands)			% of Net Revenues					% of Net Revenues
Net revenues	Net revenues	$	1,171,022	100.0	%	$	1,092,383		100.0	%	Net revenues	$	1,330,968		100.0	%	$	1,245,815		100.0	%
Cost of sales	Cost of sales	967,724		82.6	%	856,444			78.4	%	Cost of sales	1,084,803			81.5	%	953,898			76.6	%
Gross margin	Gross margin	203,298		17.4	%	235,939			21.6	%	Gross margin	246,165			18.5	%	291,917			23.4	%
Selling, general and administrative	Selling, general and administrative	192,996		16.5	%	191,554			17.5	%	Selling, general and administrative	180,487			13.6	%	188,691			15.1	%
Impairment and restructuring charges	Impairment and restructuring charges	1		—	%	927			0.1	%	Impairment and restructuring charges	5,296			0.4	%	1,145			0.1	%
Operating income	Operating income	10,301		0.9	%	43,458			4.0	%	Operating income	60,382			4.5	%	102,081			8.2	%
Interest expense, net	Interest expense, net	18,354		1.6	%	18,455			1.7	%	Interest expense, net	20,222			1.5	%	18,860			1.5	%

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	%
Other (income) expense											Other (income) expense	(20,887)			(1.6)	%	152			—	%
Income before taxes											Income before taxes	61,047			4.6	%	83,069			6.7	%
Income tax expense											Income tax expense	15,221			1.1	%	22,359			1.8	%

Net (loss) income		$	(528)	—	%	$	25,485		2.3	%
Net income											Net income	$	45,826		3.4	%	$	60,710		4.9	%

Consolidated Results

Net Revenues – Net revenues increased ~~$78.6~~$85.2 million, or ~~7.2%~~6.8%, to ~~$1,171.0~~$1,331.0 million in the three months ended ~~March 26,~~June 25, 2022 from ~~$1,092.4~~$1,245.8 million in the three months ended ~~March 27,~~June 26, 2021. The increase was due to an improvement in core revenues of ~~10%, partially offset by~~11% and an unfavorable impact from foreign exchange of 3%4%. Core revenues increased due to a 12% benefit from pricing, partially offset by unfavorable volume/mix of 2%1%.

Gross Margin – Gross margin decreased ~~$32.6~~$45.8 million, or ~~13.8%~~15.7%, to ~~$203.3~~$246.2 million in the three months ended ~~March 26,~~June 25, 2022 from ~~$235.9~~$291.9 million in the three months ended ~~March 27,~~June 26, 2021. Gross margin as a percentage of net revenues was ~~17.4%~~18.5% in the three months ended ~~March 26,~~June 25, 2022 and ~~21.6%~~23.4% in the three months ended ~~March 27,~~June 26, 2021. The decrease in gross margin percentage was due to the impact of inflation on material costs, freight, and labor compensation and unfavorable volume/mix, partially offset by improved pricing and positive productivity.

SG&A Expense – SG&A expense decreased $8.2 million, or 4.3%, to $180.5 million in the three months ended June 25, 2022 from $188.7 million in the three months ended June 26, 2021. SG&A expense as a percentage of net revenues decreased to 13.6% in the three months ended June 25, 2022 from 15.1% in the three months ended June 26, 2021. The decrease in SG&A expense was primarily due to reduced salary and variable compensation charges as well as professional fees, partially offset by increased sales and marketing and research and development expenditures.

Impairment and Restructuring Charges – Impairment and restructuring charges increased $4.2 million, or 362.5%, to $5.3 million in the three months ended June 25, 2022 from $1.1 million in the three months ended June 26, 2021. The increase in impairment and restructuring charges of $4.2 million in the current period was primarily due to footprint rationalization initiatives in our North America segment.

Interest Expense, Net – Interest expense, net increased $1.4 million, or 7.2%, to $20.2 million in the three months ended June 25, 2022 from $18.9 million in the three months ended June 26, 2021. The increase was primarily due to an increase to the cost of borrowing deriving from the July 2021 amendment and extension of the Term Loan Facility and increased borrowings on the ABL

Facility in the current period, partially offset by interest income from interest rate derivatives and the repayment of the term loan portion of the Australia Facility during the second quarter of 2021.

Other (Income) Expense – Other (income) expense changed $21.0 million to income of $20.9 million in the three months ended June 25, 2022 from expense of $0.2 million in the three months ended June 26, 2021. Other income in the three months ended June 25, 2022 consisted primarily of foreign currency gains of $7.1 million, the recovery of cost from interest received on impaired notes of $6.4 million, insurance reimbursements of $4.8 million, and pension income of $1.4 million. Other expense in the three months ended June 26, 2021 consisted primarily of a loss on sale of property and equipment of $1.3 million and foreign currency losses of $0.3 million, partially offset by governmental pandemic assistance reimbursements and government grants.

Income Taxes – Income tax expense decreased $7.1 million, or 31.9%, to $15.2 million in the three months ended June 25, 2022 from $22.4 million in the three months ended June 26, 2021. The effective tax rate in the three months ended June 25, 2022 was 24.9% compared to 26.9% in the three months ended June 26, 2021. The decrease in tax expense of $7.1 million in the current period was primarily due to a decrease in income before taxes of $22.0 million. For more information, refer to Note 10 – Income Taxes to our consolidated financial statements included in this 10-Q.

Comparison of the Six Months Ended June 25, 2022 to the Six Months Ended June 26, 2021


	Six Months Ended
	June 25, 2022				June 26, 2021
(amounts in thousands)			% of Net Revenues				% of Net Revenues
Net revenues	$	2,501,990	100.0	%	$	2,338,198		100.0	%
Cost of sales	2,052,527		82.0	%	1,810,342			77.4	%
Gross margin	449,463		18.0	%	527,856			22.6	%
Selling, general and administrative	373,483		14.9	%	380,245			16.3	%
Impairment and restructuring charges	5,297		0.2	%	2,072			0.1	%
Operating income	70,683		2.8	%	145,539			6.2	%
Interest expense, net	38,576		1.5	%	37,315			1.6	%

Other income	(28,224)		(1.1)	%	(10,689)			(0.5)	%
Income before taxes	60,331		2.4	%	118,913			5.1	%
Income tax expense	15,033		0.6	%	32,718			1.4	%



Net income	$	45,298	1.8	%	$	86,195		3.7	%

Consolidated Results

Net Revenues – Net revenues increased $163.8 million, or 7.0%, to $2,502.0 million in the six months ended June 25, 2022 from $2,338.2 million in the six months ended June 26, 2021. The increase was due to an improvement in core revenues of 11%, partially offset by an unfavorable impact from foreign exchange of 4%. Core revenues increased due to a 12% benefit from pricing, partially offset by unfavorable volume/mix of 1%.

Gross Margin – Gross margin decreased $78.4 million, or 14.9%, to $449.5 million in the six months ended June 25, 2022 from $527.9 million in the six months ended June 26, 2021. Gross margin as a percentage of net revenues was 18.0% in the six months ended June 25, 2022 and 22.6% in the six months ended June 26, 2021. The decrease in gross margin percentage was primarily due to the impact of inflation on material costs, freight, and labor compensation and unfavorable volume/mix in the current period, partially offset by improved pricing and positive productivity.

SG&A Expense – SG&A expense ~~increased $1.4~~decreased $6.8 million, or ~~0.8%~~1.8%, to ~~$193.0~~$373.5 million in the ~~three~~six months ended ~~March 26,~~June 25, 2022 from ~~$191.6~~$380.2 million in the ~~three~~six months ended ~~March 27,~~June 26, 2021. The ~~increase~~decrease in SG&A expense was primarily due to reduced salary and variable compensation charges as well as professional fees, partially offset by increased sales and marketing and research and development ~~costs, partially offset by reduced legal and professional fees in the current period.~~expenditures.

Impairment and Restructuring Charges – Impairment and restructuring charges ~~decreased $0.9~~increased $3.2 million, or ~~99.9%~~155.6%, to ~~$0.0~~$5.3 million in the ~~three~~six months ended ~~March 26,~~June 25, 2022 from ~~$0.9~~$2.1 million in the ~~three~~six months ended ~~March 27,~~June 26, 2021. Charges in the current period primarily relate to footprint rationalization initiatives in our North America segment. Charges incurred in 2021 primarily related to restructuring projects within our Europe segment.

Interest Expense, Net – Interest expense, net, ~~decreased $0.1~~increased $1.3 million, or ~~0.5%~~3.4%, to ~~$18.4~~$38.6 million in the ~~three~~six months ended ~~March 26,~~June 25, 2022 from ~~$18.5~~$37.3 million in the ~~three~~six months ended ~~March 27,~~June 26, 2021. The ~~decrease~~increase was primarily due to an increase to the cost of borrowing deriving from the July 2021 amendment and extension of the Term Loan Facility and increased borrowings on the ABL Facility in the current period, partially offset by interest income from interest rate derivatives and the repayment of the term loan 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 Income – Other income ~~decreased $3.5~~increased $17.5 million, or ~~32.3%~~164.0%, to ~~$7.3~~$28.2 million in the ~~three~~six months ended ~~March 26,~~June 25, 2022 from ~~$10.8~~$10.7 million in the ~~three~~six months ended ~~March 27,~~June 26, 2021. Other income in the ~~three~~six months ended ~~March 26,~~June 25, 2022 primarily consisted of the recovery of cost from interest received on impaired notes of ~~$7.0~~$13.4 million, foreign currency gains of $5.4 million, insurance reimbursements of $4.8 million, and pension income of ~~$1.4 million, partially~~

~~Back to top~~

~~offset by foreign currency losses of $1.7~~$2.9 million. Other income in the ~~three~~six months ended ~~March 27,~~June 26, 2021 primarily consisted of foreign currency gains of ~~$9.2~~$8.9 million and ~~a gain on sale of property~~governmental pandemic assistance reimbursements and ~~equipment of $0.9 million.~~government grants.

Income Taxes – Income tax expense decreased ~~$10.5~~$17.7 million, or ~~101.8%~~54.1%, to ~~a tax benefit of $0.2~~$15.0 million in the ~~three~~six months ended ~~March 26,~~June 25, 2022 from ~~tax expense of $10.4~~$32.7 million in the ~~three~~six months ended ~~March 27,~~June 26, 2021. The effective tax rate in the ~~three~~six months ended ~~March 26,~~June 25, 2022 was ~~26.3%~~24.9% compared to ~~28.9%~~27.5% in the ~~three~~six months ended ~~March 27,~~June 26, 2021. The decrease in income taxes in the ~~three~~six months ended ~~March 26,~~June 25, 2022 was primarily due to a decrease in income before taxes of ~~$36.6~~$58.6 million. For more information, refer to Note 10 – Income Taxes to our consolidated financial statements included in 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 - 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), adjusted for the following items: loss from discontinued operations, net of tax; equity earnings of non-consolidated entities; income tax (benefit) expense; depreciation and amortization; interest expense, net; impairment and restructuring charges; gain on previously held shares of equity investment; (gain) loss on sale of property and equipment; share-based compensation expense; non-cash foreign exchange transaction/translation (income) loss; other non-cash items; other items; and costs related to debt restructuring and debt refinancing. For additional information on segment Adjusted EBITDA, see Note 11 - Segment Information to our consolidated financial statements included in this 10-Q.

Comparison of the Three Months Ended ~~March 26,~~June 25, 2022 to the Three Months Ended ~~March 27,~~June 26, 2021


		Three Months Ended									Three Months Ended
(amounts in thousands)	(amounts in thousands)	March 26, 2022			March 27, 2021					(amounts in thousands)	June 25, 2022			June 26, 2021
Net revenues from external customers	Net revenues from external customers							% Variance		Net revenues from external customers							% Variance
North America	North America	$	722,343		$	639,615		12.9	%	North America	$	839,107		$	740,128		13.4	%
Europe	Europe	323,272			320,515			0.9	%	Europe	340,047			349,747			(2.8)	%
Australasia	Australasia	125,407			132,253			(5.2)	%	Australasia	151,814			155,940			(2.6)	%
Total Consolidated	Total Consolidated	$	1,171,022		$	1,092,383		7.2	%	Total Consolidated	$	1,330,968		$	1,245,815		6.8	%
Percentage of total consolidated net revenues	Percentage of total consolidated net revenues									Percentage of total consolidated net revenues
North America	North America	61.7		%	58.6		%			North America	63.0		%	59.4		%
Europe	Europe	27.6		%	29.3		%			Europe	25.6		%	28.1		%
Australasia	Australasia	10.7		%	12.1		%			Australasia	11.4		%	12.5		%
Total Consolidated	Total Consolidated	100.0		%	100.0		%			Total Consolidated	100.0		%	100.0		%
Adjusted EBITDA(1)	Adjusted EBITDA(1)									Adjusted EBITDA(1)
North America	North America	$	67,085		$	79,793		(15.9)	%	North America	$	93,472		$	115,320		(18.9)	%
Europe	Europe	14,698			28,794			(49.0)	%	Europe	20,040			39,784			(49.6)	%
Australasia	Australasia	10,372			13,199			(21.4)	%	Australasia	15,872			17,995			(11.8)	%
Corporate and unallocated costs	Corporate and unallocated costs	(11,906)			(23,875)			(50.1)	%	Corporate and unallocated costs	(3,589)			(24,857)			(85.6)	%
Total Consolidated	Total Consolidated	$	80,249		$	97,911		(18.0)	%	Total Consolidated	$	125,795		$	148,242		(15.1)	%
Adjusted EBITDA as a percentage of segment net revenues	Adjusted EBITDA as a percentage of segment net revenues									Adjusted EBITDA as a percentage of segment net revenues
North America	North America	9.3		%	12.5		%			North America	11.1		%	15.6		%
Europe	Europe	4.5		%	9.0		%			Europe	5.9		%	11.4		%
Australasia	Australasia	8.3		%	10.0		%			Australasia	10.5		%	11.5		%
Total Consolidated	Total Consolidated	6.9		%	9.0		%			Total Consolidated	9.5		%	11.9		%

(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 interim consolidated financial statements.

North America

Net revenues in North America increased $99.0 million, or 13.4%, to $839.1 million in the three months ended June 25, 2022 from $740.1 million in the three months ended June 26, 2021. The increase was primarily due to an increase in core revenues of 14%. Core revenues increased due to a 14% benefit from pricing.

Adjusted EBITDA in North America decreased $21.8 million, or 18.9%, to $93.5 million in the three months ended June 25, 2022 from $115.3 million in the three months ended June 26, 2021. The decrease was primarily due to the effect of inflation on material costs, freight, and labor compensation, partially offset by favorable pricing and positive productivity.

Europe

Net revenues in Europe decreased $9.7 million, or 2.8%, to $340.0 million in the three months ended June 25, 2022 from $349.7 million in the three months ended June 26, 2021. The decrease was due to an unfavorable impact from foreign exchange of 12%, partially offset by an increase in core revenues of 9%. Core revenues increased due to an 11% benefit from pricing, partially offset by unfavorable volume/mix of 2%.

Adjusted EBITDA in Europe decreased $19.7 million, or 49.6%, to $20.0 million in the three months ended June 25, 2022 from $39.8 million in the three months ended June 26, 2021. The decrease was primarily due to the effect of inflation on material costs, freight, utility costs, and labor compensation as well as unfavorable volume/mix, partially offset by favorable pricing and positive productivity.

Australasia

Net revenues in Australasia decreased $4.1 million, or 2.6%, to $151.8 million in the three months ended June 25, 2022 from $155.9 million in the three months ended June 26, 2021. The decrease was due to an unfavorable impact from foreign exchange of 7%, partially offset by an increase in core revenues of 4%. Core revenues increased due to an 8% benefit from pricing, partially offset by unfavorable volume/mix of 4%.

Adjusted EBITDA in Australasia decreased $2.1 million, or 11.8%, to $15.9 million in the three months ended June 25, 2022 from $18.0 million in the three months ended June 26, 2021. The decrease was primarily due to the effect of inflation on material and labor compensation as well as unfavorable volume/mix, partially offset by favorable pricing and positive productivity.

Corporate and unallocated costs

Corporate and unallocated costs decreased in the three months ended June 25, 2022 compared to the three months ended June 26, 2021 primarily due to the recovery of cost from interest received on impaired notes, a gain on foreign exchange transactions, and insurance recoveries in the current period resulting in an increase to Adjusted EBITDA of $21.3 million, or 85.6%.

Comparison of the Six Months Ended June 25, 2022 to the Six Months Ended June 26, 2021


	Six Months Ended
(amounts in thousands)	June 25, 2022			June 26, 2021
Net revenues from external customers							% Variance
North America	$	1,561,450		$	1,379,743		13.2	%
Europe	663,319			670,262			(1.0)	%
Australasia	277,221			288,193			(3.8)	%
Total Consolidated	$	2,501,990		$	2,338,198		7.0	%
Percentage of total consolidated net revenues
North America	62.4		%	59.0		%
Europe	26.5		%	28.7		%
Australasia	11.1		%	12.3		%
Total Consolidated	100.0		%	100.0		%
Adjusted EBITDA(1)
North America	$	160,557		$	195,113		(17.7)	%
Europe	34,738			68,578			(49.3)	%
Australasia	26,244			31,194			(15.9)	%
Corporate and unallocated costs	(15,495)			(48,732)			(68.2)	%
Total Consolidated	$	206,044		$	246,153		(16.3)	%
Adjusted EBITDA as a percentage of segment net revenues
North America	10.3		%	14.1		%
Europe	5.2		%	10.2		%
Australasia	9.5		%	10.8		%
Total Consolidated	8.2		%	10.5		%

(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.

North America

Net revenues in North America increased ~~$82.7~~$181.7 million, or ~~12.9%~~13.2%, to ~~$722.3~~$1,561.5 million in the ~~three~~six months ended ~~March 26,~~June 25, 2022 from ~~$639.6~~$1,379.7 million in the ~~three~~six months ended ~~March 27,~~June 26, 2021. The increase was due to an increase in core revenues of 13%. Core revenues increased due to a 14% benefit from pricing, partially offset by unfavorable volume/mix of 1%.

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Adjusted EBITDA in North America decreased ~~$12.7~~$34.6 million, or ~~15.9%~~17.7%, to ~~$67.1~~$160.6 million in the ~~three~~six months ended ~~March 26,~~June 25, 2022 from ~~$79.8~~$195.1 million in the ~~three~~six months ended ~~March 27,~~June 26, 2021. The decrease was due to the impact of inflation on material costs, freight, and labor compensation, partially offset by favorable pricing and positive productivity.

Europe

Net revenues in Europe ~~increased $2.8~~decreased $6.9 million, or ~~0.9%~~1.0%, to ~~$323.3~~$663.3 million in the ~~three~~six months ended ~~March 26,~~June 25, 2022 from ~~$320.5~~$670.3 million in the ~~three~~six months ended ~~March 27,~~June 26, 2021. The ~~increase~~decrease was primarily due to ~~an increase in core revenue of 8%, partially offset by~~ an unfavorable impact from foreign exchange of 7%10%, partially offset by an increase in core revenue of 9%. Core revenues increased due to an 11% benefit from pricing, partially offset by unfavorable volume/mix of 3%2%.

Adjusted EBITDA in Europe decreased ~~$14.1~~$33.8 million, or ~~49.0%~~49.3%, to ~~$14.7~~$34.7 million in the ~~three~~six months ended ~~March 26,~~June 25, 2022 from ~~$28.8~~$68.6 million in the ~~three~~six months ended ~~March 27,~~June 26, 2021. The decrease was primarily due to the impact of inflation on material costs, freight, utility costs, and labor compensation, ~~increased utility costs, negative productivity,~~ and unfavorable volume/mix, partially offset by favorable ~~pricing.~~pricing and positive productivity.

Australasia

Net revenues in Australasia decreased ~~$6.8~~$11.0 million, or ~~5.2%~~3.8%, to ~~$125.4~~$277.2 million in the ~~three~~six months ended ~~March 26,~~June 25, 2022 from ~~$132.3~~$288.2 million in the ~~three~~six months ended ~~March 27,~~June 26, 2021. The decrease was primarily due to an unfavorable impact from foreign exchange of 6%7%, partially offset by an increase in core revenues of 1%3%. Core revenues increased due to a 6%7% benefit from pricing, partially offset by unfavorable volume/mix of 5%4%.

Adjusted EBITDA in Australasia decreased ~~$2.8~~$5.0 million, or ~~21.4%~~15.9%, to ~~$10.4~~$26.2 million in the ~~three~~six months ended ~~March 26,~~June 25, 2022 from ~~$13.2~~$31.2 million in the ~~three~~six months ended ~~March 27,~~June 26, 2021. The decrease was primarily due to ~~unfavorable volume/mix and~~ the impact of inflation on material costs and labor compensation and unfavorable volume/mix, partially offset by favorable ~~pricing.~~pricing and positive productivity.

Corporate and unallocated costs

Corporate and unallocated costs decreased in the ~~three~~six months ended ~~March 26,~~June 25, 2022 compared to the ~~three~~six months ended ~~March 27,~~June 26, 2021 primarily due to the recovery of cost from interest received on impaired notes, ~~and~~ a gain on foreign exchange transactions, and insurance recoveries in the current period resulting in an increase to Adjusted EBITDA of ~~$12.0~~$33.2 million, or ~~50.1%~~68.2%.

Liquidity and Capital Resources

Overview

We have historically funded our operations through a combination of cash from operations, draws on our revolving credit facilities, and the issuance of non-revolving debt such as our Term Loan Facility, 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 ~~March 26,~~June 25, 2022, we had total liquidity (a non-GAAP measure) of ~~$584.7~~$550.8 million, consisting of ~~$265.6~~$272.5 million in unrestricted cash, ~~$301.8~~$262.3 million available for borrowing under the ABL Facility, and AUD ~~23.0~~23.1 million ($~~17.3~~16.0 million) available for borrowing under the Australia Senior Secured Credit Facility, compared to total liquidity of $837.8 million as of December 31, 2021. The decrease in total liquidity was primarily due to cash utilized for share repurchases, higher working capital investments, and decreased earnings in the current period.

As of ~~March 26,~~June 25, 2022, our cash balances, including ~~$1.5~~$1.4 million of restricted cash, consisted of ~~$13.8~~$15.3 million in the U.S. and ~~$253.3~~$258.6 million in 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 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.

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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~~$3.4 million in the ~~three~~six months ended ~~March 26,~~June 25, 2022. A 1.0% increase in interest rates would have increased our interest expense by ~~$1.7~~$3.6 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 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 pre-pandemic thresholds.

In July 2021, we refinanced our existing Term Loan Facility and ABL Facility by issuing replacement loans that aggregated to $550.0 million in principal amount under the Term Loan Facility and added $100.0 million in potential additional revolving loan capacity to our ABL Facility.

As of ~~March 26,~~June 25, 2022, we were in compliance with the terms of all of our Credit Facilities and the indentures governing the Senior Notes and Senior Secured Notes.

Our results have been and will continue to be impacted by substantial changes in our net interest expense throughout the periods presented and into the future. See Note 9 - Long-Term Debt to our consolidated financial statements for additional details.

Cash Flows

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


		Three Months Ended				Six Months Ended
(amounts in thousands)	(amounts in thousands)	March 26, 2022		March 27, 2021			(amounts in thousands)	June 25, 2022		June 26, 2021
Cash provided by (used in):	Cash provided by (used in):						Cash provided by (used in):
Operating activities	Operating activities	$	(186,867)	$	(64,881)		Operating activities	$	(165,711)	$	40,741
Investing activities	Investing activities	(9,266)		(18,346)			Investing activities	(21,364)		(41,476)
Financing activities	Financing activities	71,283		(30,520)			Financing activities	81,081		(110,327)
Effect of changes in exchange rates on cash and cash equivalents	Effect of changes in exchange rates on cash and cash equivalents	(4,940)		(9,505)			Effect of changes in exchange rates on cash and cash equivalents	(16,981)		(6,310)
Net change in cash and cash equivalents	Net change in cash and cash equivalents	$	(129,790)	$	(123,252)		Net change in cash and cash equivalents	$	(122,975)	$	(117,372)

Cash Flow from Operations

Net cash (used in) provided by operating activities changed $206.5 million to $165.7 million net cash used in ~~operating activities increased $122.0~~the six months ended June 25, 2022 from $40.7 million ~~to $186.9 million~~net cash provided in the ~~three~~six months ended ~~March~~June 26, ~~2022 from $64.9 million in the three months ended March 27,~~ 2021. The increase in cash used in operating activities was due primarily to increased working capital and decreased earnings in the current period.

Cash Flow from Investing Activities

Net cash used in investing activities decreased ~~$9.1~~$20.1 million to ~~$9.3~~$21.4 million in the ~~three~~six months ended ~~March 26,~~June 25, 2022 from ~~$18.3~~$41.5 million in the ~~three~~six months ended ~~March 27,~~June 26, 2021 primarily due to cash received from the recovery of cost from interest received on impaired notes of ~~$7.0~~$13.4 million and a reduction in capital expenditures.

Cash Flow from Financing Activities

Net cash provided by financing activities was ~~$71.3~~$81.1 million in the ~~three~~six months ended ~~March 26,~~June 25, 2022 and consisted primarily of net borrowings of ~~$110.6~~$186.6 million, partially offset by repurchases of our Common Stock of ~~$40.2~~$105.2 million.

Net cash used in financing activities was ~~$30.5~~$110.3 million in the ~~three~~six months ended ~~March 27,~~June 26, 2021 and consisted primarily of repurchases of our Common Stock of ~~$23.1~~$56.9 million and net debt repayments of ~~$8.6~~$54.7 million.

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

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

The amount of our consolidated net assets that were available to be distributed under our credit facilities as of ~~March 26,~~June 25, 2022 was ~~$797.1~~$802.7 million.

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

We are exposed to various types of market risks, including the effects of adverse fluctuations in foreign currency exchange rates, adverse changes in interest rates, and adverse movements in commodity prices for products we use in our manufacturing. To reduce our exposure to these risks, we maintain risk management controls and policies to monitor these risks and take appropriate actions to attempt to mitigate such forms of market risk. Our market risks have not changed significantly from those disclosed in the 10-K.

Item 4 - Controls and Procedures

Disclosure Controls and Procedures

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

The Company’s management, including the Company’s CEO and CFO, conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Report and, based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of ~~March 26,~~June 25, 2022.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Company’s most recently completed quarter ended ~~March 26,~~June 25, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

Information relating to this item is included within Note 19 - Commitments and Contingencies of our financial statements included elsewhere in this 10-Q.

Item 1A - Risk Factors

Except the updates to the risk factors set forth below, there have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K included in Part I Item 1A - Risk 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 European operations. The risks to our business may include, among others, adverse impacts on our supply chain, including trade barriers or restrictions, transportation and operating disruptions, decreased customer demand, elevated inflation, cybersecurity incidents, unfavorable foreign exchange, and higher borrowing costs, any of which could have a material adverse impact on our business, financial condition, and results of operations.

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

A summary of our repurchases of Common Stock during the ~~first~~second quarter of 2022 is as follows (in thousands, except share and per share amounts):

(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


	(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
March 27, 2022 - April 23, 2022	1,900,000	$20.82	1,900,000	$51,213
April 24, 2022 - May 21, 2022	530,006	$18.92	530,006	$41,185
May 22, 2022 - June 25, 2022	1,000,000	$14.71	1,000,000	$26,475


Total	3,430,006	$18.74	3,430,006

1 Average price paid per share includes costs associated with the repurchases.

2 In July 2021, ~~the~~our Board of Directors increased ~~the remaining~~our existing repurchase authorization to a total of $400.0 million with no expiration date. On July 28, 2022, our Board of Directors authorized a new repurchase program with an aggregate value of $200.0 million and no expiration date.

Item 5 - Other Information

None.

3642

Item 6 - Exhibits

Exhibit No.

Exhibit Description

Form

File No.

Exhibit

Filing Date

31.1*

Certification of Principal Executive Officer Pursuant to Rule 13a-14(a).

31.2*

Certification of Principal Financial Officer Pursuant to Rule 13a-14(a).

32.1*

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.

101.INS*

XBRL Instance Document-the instance document does not appear in this Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*

Inline XBRL Taxonomy Extension Schema Document.

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104*

Cover page Interactive Data file (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith

Indicates management contract or compensatory plan

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


JELD-WEN HOLDING, INC.
(Registrant)

By:			/s/ ~~David Guernsey~~Julie Albrecht
			~~David Guernsey~~Julie Albrecht
			Executive Vice President and ~~Acting~~ Chief Financial Officer

Date: ~~May 2,~~August 1, 2022

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