JELD-WEN Holding, Inc. (Form: S-1/A, Received: 12/16/2016 15:32:34)

COMPANY:

JELD-WEN HOLDING, INC.

/s/ Ronald Saxton

Ronald Saxton

Secretary, Executive VP

As filed with the Securities and Exchange Commission on December 16, 2016

Registration No. 333-211761

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 4

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

JELD-WEN Holding, Inc.

(Exact name of registrant as specified in its charter)

Delaware

2430

93-0496342

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

440 S. Church Street, Suite 400

Charlotte, North Carolina 28202

(704) 378-5700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Laura W. Doerre, Esq.

Executive Vice President, General Counsel

and Chief Compliance Officer

JELD-WEN Holding, Inc.

440 S. Church Street, Suite 400

Charlotte, North Carolina 28202

(704) 378-5700

(Name, address, including zip code, and telephone number including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Daniel J. Bursky, Esq.

Mark Hayek, Esq.

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

(212) 859-8000

Rachel W. Sheridan, Esq.

Latham & Watkins LLP

555 Eleventh Street, NW

Suite 1000

Washington, D.C. 20004

(202) 637-2200

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price ⁽¹⁾⁽²⁾	Amount of Registration Fee ⁽³⁾
Common Stock, par value $0.01 per share	$100,000,000	$10,070

(1)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933.

(2)	Includes the offering price of common stock that may be purchased by the underwriters upon the exercise of their option to purchase additional shares.

(3)	Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell, and it is not soliciting an offer to buy, these securities in any state where the offer or sale is not permitted.

Subject to completion, dated December 16, 2016

PRELIMINARY PROSPECTUS

Shares

LOGO

JELD-WEN Holding, Inc.

Common Stock

This is the initial public offering of the common stock of JELD-WEN Holding, Inc. We are selling shares of our common stock.

Prior to this offering, there has been no public market for our common stock. The initial public offering price is expected to be between $ and $ per share. We intend to apply to list our common stock on the New York Stock Exchange under the symbol “JELD”.

The underwriters have an option for a period of 30 days to purchase up to additional shares of our common stock from us.

After the completion of this offering, funds managed by Onex Partners Manager LP and its affiliates will own approximately % of our common stock ( % if the underwriters exercise their option to purchase additional shares in full). Accordingly, we expect to be a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange.

Investing in our common stock involves risk. See “ Risk Factors ” beginning on page 18 to read about factors you should consider before buying shares of our common stock.


	Per Share	Total
Price to Public	$	$
Underwriting Discounts and Commissions ⁽¹⁾	$	$
Proceeds, before expenses, to JELD-WEN Holding, Inc.	$	$

(1)	See “Underwriting” for additional information regarding underwriting compensation.

Delivery of the shares of common stock will be made on or about , 2016.

Neither the Securities and Exchange Commission, or “SEC”, nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


Barclays				Citigroup

Credit Suisse				J.P. Morgan



Deutsche Bank Securities				RBC Capital Markets



BofA Merrill Lynch	Goldman, Sachs & Co.	Wells Fargo Securities

Baird	FBR	SunTrust Robinson Humphrey

The date of this prospectus is , 2016.

LOGO

TABLE OF CONTENTS


	Page
PROSPECTUS SUMMARY		1
RISK FACTORS		18
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		43
USE OF PROCEEDS		45
DIVIDEND POLICY		46
CAPITALIZATION		47
DILUTION		49
SELECTED CONSOLIDATED FINANCIAL DATA		51
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		56
BUSINESS		91
MANAGEMENT		109
EXECUTIVE COMPENSATION		117
PRINCIPAL STOCKHOLDERS		138
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		141
DESCRIPTION OF CAPITAL STOCK		146
DESCRIPTION OF CERTAIN INDEBTEDNESS		151
SHARES ELIGIBLE FOR FUTURE SALE		155
MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF OUR COMMON STOCK		157
UNDERWRITING		162
LEGAL MATTERS		171
EXPERTS		171
WHERE YOU CAN FIND MORE INFORMATION		171
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

You should rely only on the information contained in this prospectus and any free writing prospectus prepared by or on behalf of us that we have referred to you. Neither we nor the underwriters have authorized anyone to provide you with additional or different information. If anyone provides you with additional, different, or inconsistent information, you should not rely on it. Offers to sell, and solicitations of offers to buy, shares of our common stock are being made only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, operating results, and prospects may have changed since such date.

No action is being taken in any jurisdiction outside the United States to permit a public offering of common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restriction as to this offering and the distribution of this prospectus applicable to those jurisdictions.

MARKET AND INDUSTRY DATA

This prospectus includes information and data about the industry in which we compete. We obtained this information from periodic general and industry publications, and surveys and studies conducted by third parties, as well as from our own internal estimates and research. Industry publications, surveys, and studies generally state that the information contained therein has been obtained from sources believed to be reliable. In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets for the products we manufacture and sell. Market and industry data presented herein is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process, and other limitations. References herein to our relative position in a market or product category refer to our belief as to our ranking in each specified market or product category based on sales dollars, unless the context otherwise requires. In addition, the discussions herein regarding our various markets are based on how we define the markets for our products, which products may be either part of larger overall markets or markets that include other types of products.

Unless otherwise noted in this prospectus, Freedonia Custom Research, or “Freedonia”, is the source for third-party data regarding market sizes and our position within such markets. The Window and Door Market Share Report for Selected Countries, dated May 17, 2016, or the “Freedonia Report”, which we commissioned in connection with this prospectus, represents data, research opinion, market size, positions within markets, and viewpoints developed on our behalf, in each case based on data for the year ended December 31, 2015, and does not constitute a specific guide to action. In preparing the report, Freedonia used various sources, including publicly available third-party financial statements; government statistical reports; press releases; industry magazines; and interviews with our management as well as manufacturers of related products, manufacturers of competitive products, distributors of related products, and government and trade associations. Market sizes in the Freedonia Report are based on many variables, such as currency exchange rates, raw material costs, and pricing of competitive products, and such variables are subject to wide fluctuations over time. The Freedonia Report speaks as of its final publication date (and not as of the date of this filing), and the opinions expressed in the Freedonia Report are subject to change by Freedonia without notice.

CERTAIN TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This prospectus includes trademarks, trade names, and service marks owned by us. Our U.S. window and door trademarks include JELD-WEN ^® , AuraLast ^® , MiraTEC ^® , Extira ^® , LaCANTINA ^TM , Karona ^TM , ImpactGard ^® , JW ^® , Aurora ^® , IWP ^® , and True BLU ^TM . Our trademarks are either registered or have been used as a common law trademark by us. The trademarks we use outside the United States include the Stegbar ^® , Regency ^® , William Russell Doors ^® , Airlite ^® , Trend ^TM , The Perfect Fit ^TM , Aneeta ^® , Breezway ^® , and Corinthian ^® marks in Australia, and Swedoor ^® , Dooria ^® , DANA ^® , and Alupan ^® in Europe. ENERGY STAR ^® is a registered trademark of the United States Environmental Protection Agency. This prospectus 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 prospectus 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.

CERTAIN DEFINED TERMS

As used in this prospectus, unless the context otherwise requires, references to:

•

“2016 Dividend Transactions” means (i) the borrowing of an additional $375 million under our Term Loan Facility, (ii) the application of approximately $35 million in cash and borrowings under our ABL Facility for the purposes described in this definition, (iii) payments of approximately $400 million to holders of our outstanding common stock, Series A Convertible Preferred Stock, Class B-1 Common Stock, options, and RSUs (collectively, the “2016 Dividend”), (iv) the release of Onex BP Finance LP as a borrower under our Term Loan Facility, (v) the repricing of all of our outstanding term loans and maturity extension of our Initial Term Loans (as defined below) due October 15, 2021 to match the maturity of our 2015 Incremental Term Loans (as defined below) due July 1, 2022, and (vi) the amendment of our Term Loan Facility and ABL Facility in connection with the foregoing. The 2016 Dividend Transactions occurred in November 2016. See “Description of Certain Indebtedness” and “Dividend Policy”;

•

“ABL Facility” means our $300 million asset-based revolving credit facility, dated as of October 15, 2014 and as amended from time to time, with JWI and JELD-WEN of Canada, Ltd., as borrowers, the guarantors party thereto, a syndicate of lenders, and Wells Fargo Bank, National Association, as administrative agent;

•

“Adjusted EBITDA” is a supplemental non-GAAP financial measure of operating performance and is not based on any standardized methodology prescribed by GAAP. We define Adjusted EBITDA as net income (loss), as adjusted for the following items: loss from discontinued operations, net of tax; gain (loss) on sale of discontinued operations, net of tax; equity (earnings) loss of non-consolidated entities; income tax; depreciation and amortization; interest expense, net; impairment and restructuring charges; gain 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, debt refinancing, and the Onex Investment. For a discussion of our presentation of Adjusted EBITDA see footnote 3 to the table under the heading “Prospectus Summary—Summary Consolidated Financial Data”;

•

“Australia Senior Secured Credit Facility” means collectively, our AUD $18 million cash advance facility, our AUD $8 million interchangeable facility for guarantees/letters of credit, our AUD $7 million electronic payaway facility, our AUD $1.5 million asset finance facility, our AUD $950,000 commercial card facility, and our AUD $5 million overdraft facility, dated as of October 6, 2015 and amended from time to time, with certain of our Australian subsidiaries, as borrowers, and Australia and New Zealand Banking Group Limited, as lender;

•

“the Company”, “JELD-WEN”, “we”, “us”, and “our” refer to JELD-WEN Holding, Inc., a Delaware corporation, and its consolidated subsidiaries;

•

“Class B-1 Common Stock” means shares of our outstanding Class B-1 Common Stock, par value $0.01 per share, all of which will be converted into shares of our common stock prior to the consummation of this offering;

•

“Code” means the U.S. Internal Revenue Code of 1986, as amended;

•

“Corporate Credit Facilities” means collectively, our ABL Facility and our Term Loan Facility;

•

“Credit Facilities” means collectively, our Corporate Credit Facilities, our Australia Senior Secured Credit Facility, and our Euro Revolving Facility;

•

“ESOP” means the JELD-WEN, Inc. Employee Stock Ownership and Retirement Plan;

•

“Euro Revolving Facility” means our €39 million revolving credit facility, dated as of January 30, 2015 and as amended from time to time, with JELD-WEN A/S, as borrower, Danske Bank A/S and Nordea Bank Danmark A/S, as lenders, and Danske Bank A/S, as administrative agent;

•

“Free Cash Flow” is a supplemental non-GAAP financial measure of operating performance and is not based on any standardized methodology prescribed by GAAP. We define Free Cash Flow as cash flow

iii

from operating activities minus (i) purchases of property and equipment and (ii) purchases of intangible assets, each as shown in our consolidated statements of cash flows, plus or minus other discrete items, to the extent such addition or subtraction is approved by the Compensation Committee of our board of directors. For a discussion of our presentation of Free Cash Flow see footnote 2 to the second table under the heading “Executive Compensation—Components of Executive Compensation—2015 Management Incentive Plan”;

•

“GAAP” means generally accepted accounting principles in the United States;

•

“JWHI” means JELD-WEN Holding, Inc., a Delaware corporation, on a stand-alone basis;

•

“JWI” means JELD-WEN, Inc., a Delaware corporation that is a direct, wholly-owned subsidiary of JELD-WEN Holding, Inc.;

•

“Onex” refers to Onex Corporation and its affiliates, including funds managed by an affiliate of Onex Partners Manager LP and/or Onex Corporation, as appropriate;

•

“Onex Investment” refers to the October 2011 transaction in which Onex acquired a majority of the combined voting power in the Company through the acquisition of convertible debt and convertible preferred equity;

•

“Series A Convertible Preferred Stock” means shares of our outstanding Series A-1 Convertible Preferred Stock, par value $0.01 per share, Series A-2 Convertible Preferred Stock, par value $0.01 per share, Series A-3 Convertible Preferred Stock, par value $0.01 per share, and Series A-4 Convertible Preferred Stock, par value $0.01 per share, all of which will be converted into shares of our common stock prior to the consummation of this offering;

•

“Series B Preferred Stock” means the one outstanding share of our Series B Preferred Stock, par value $0.01 per share, which will be cancelled in its entirety prior to the consummation of this offering upon the conversion of the Series A Convertible Preferred Stock into shares of our common stock;

•

“Share Recapitalization” means (i) the -for-1 stock split of our common stock that occurred on , and (ii) the conversion of all outstanding shares of our Series A Convertible Preferred Stock and Class B-1 Common Stock into shares of our common stock and the cancellation of the one outstanding share of our Series B Preferred Stock, which will occur prior to the consummation of this offering. For illustrative purposes, assuming a conversion date of , , our Series A Convertible Preferred Stock will convert into shares of our common stock and our Class B-1 Common Stock will convert into shares of our common stock; and

•

“Term Loan Facility” means our term loan facility, dated as of October 15, 2014, with JWI, as borrower, the guarantors party thereto, a syndicate of lenders, and Bank of America, N.A., as administrative agent, under which we initially borrowed $775 million of term loans, as amended (i) on July 1, 2015 in connection with the borrowing of $480 million of incremental term loans and (ii) on November 1, 2016 in connection with the borrowing of $375 million of incremental term loans, and as further amended from time to time. As of November 1, 2016, we had approximately $1,611.6 million of term loans outstanding under the Term Loan Facility.

PRESENTATION OF FINANCIAL INFORMATION

We operate on a fiscal calendar year, and each interim period 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.

Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them. We round certain percentages presented in this prospectus to the nearest whole number. As a result, figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

USE OF NON-GAAP FINANCIAL MEASURES

This prospectus contains “non-GAAP measures”, which are financial measures that are not calculated and presented in accordance with GAAP. Specifically, we make use of the non-GAAP financial measures “Free Cash Flow”, “Adjusted EBITDA” and “Adjusted EBITDA margin”. For the definition of Adjusted EBITDA, and a reconciliation to its most directly comparable financial measure presented in accordance with GAAP, see footnote 3 to the table under the heading “Prospectus Summary—Summary Consolidated Financial Data” and footnote 3 to the table under the heading “Selected Consolidated Financial Data”. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net revenues. For the definition of Free Cash Flow, and a reconciliation to its most directly comparable financial measure presented in accordance with GAAP, see footnote 2 to the second table under the heading “Executive Compensation—Components of Executive Compensation—2015 Management Incentive Plan”.

We present Adjusted EBITDA and Adjusted EBITDA margin because we believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management believes Adjusted EBITDA and Adjusted EBITDA margin are helpful in highlighting trends because they exclude the results of decisions that are outside the control of management, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate, and capital investments. We use Free Cash Flow, Adjusted EBITDA, and Adjusted EBITDA margin to measure our financial performance and also to report our results to our board of directors. Further, our executive incentive compensation is based in part on Adjusted EBITDA and Free Cash Flow. In addition, we use Adjusted EBITDA as calculated herein for purposes of calculating compliance with our debt covenants in our Corporate Credit Facilities. Adjusted EBITDA should not be considered as an alternative to net income (loss) as a measure of financial performance or to cash flows from operations as a liquidity measure; Free Cash Flow should not be considered as an alternative to cash flows from operations as a liquidity measure; and neither non-GAAP metric should be considered as an alternative to any other measure derived in accordance with GAAP.

FOREIGN CURRENCY CONVERSION RATES

Amounts reported in Australian Dollars (AUD $) throughout this prospectus are converted to U.S. Dollars at a spot rate of 0.731 and 0.762 with respect to information as of December 31, 2015 and September 24, 2016, as applicable. Amounts reported in British Pounds (£) throughout this prospectus are converted at a rate of 1.481 and 1.293 with respect to information as of December 31, 2015 and September 24, 2016, as applicable. Amounts reported in Euros (€) throughout this prospectus are converted at a rate of 1.088 and 1.121 with respect to information as of December 31, 2015 and September 24, 2016, as applicable. Amounts reported in Danish Krones (DKK) throughout this prospectus are converted at a rate of 0.146 and 0.150 with respect to information as of December 31, 2015 and September 24, 2016, as applicable.

CONVERSION OF SERIES A CONVERTIBLE PREFERRED STOCK AND CLASS B-1 COMMON STOCK

Our Series A Convertible Preferred Stock and Class B-1 Common Stock will convert into our common stock prior to the consummation of this offering. This prospectus assumes the conversion of our Series A Convertible Preferred Stock and Class B-1 Common Stock will occur on , . For each additional day that the conversion occurs after , , the number of shares of common stock that our Series A Convertible Preferred Stock and Class B-1 Common Stock will convert into will increase by shares and shares, respectively.

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all the information that may be important to you. You should read the entire prospectus carefully, especially “Risk Factors”, “Cautionary Note Regarding Forward-Looking Statements”, and our consolidated financial statements and related notes included elsewhere in this prospectus, before deciding to invest in our common stock.

Our Company

We are one of the world’s largest door and window manufacturers, and we hold the #1 position by net revenues in the majority of the countries and markets we serve. 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 and repair and remodeling, or “R&R”, of residential homes and, to a lesser extent, non-residential buildings. We attribute our market leadership to our well-established brands, broad product offering, world-class manufacturing and distribution capabilities, and our long-standing customer relationships. Our goal is to achieve best-in-industry financial performance through the rigorous execution of our strategies to reduce costs and improve quality through the implementation of operational excellence programs, drive profitable organic growth, pursue strategic acquisitions, and develop top talent.

We market our products globally under the JELD-WEN brand, along with several market-leading regional brands such as Swedoor and DANA in Europe and Corinthian, Stegbar, and Trend in Australia. Our customers include wholesale distributors and retailers as well as individual contractors and consumers. As a result, our business is highly diversified by distribution channel, geography, and construction application, as illustrated in the charts below:

LOGO

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

As one of the largest door and window companies in the world, we have invested significant capital to build a business platform that we believe is unique among our competitors. We operate 115 manufacturing facilities in 19 countries, located primarily in North America, Europe, and Australia. Our global manufacturing footprint is strategically sized and located to meet the delivery requirements of our customers. For many product lines, our manufacturing processes are vertically integrated, enhancing our range of capabilities, our ability to innovate, and our quality control, as well as providing us with supply chain, transportation, and working capital savings. We believe that our manufacturing network allows us to deliver our broad portfolio of products to a wide range of customers across the globe, improves our customer service, and strengthens our market positions.

Our Transformation

We were founded in 1960 by Richard L. Wendt, when he, together with four business partners, bought a millwork plant in Oregon. The subsequent decades were a time of successful expansion and growth as we added different businesses and product categories such as interior doors, exterior steel doors, and vinyl windows. After the Onex Investment, we began the transformation of our business from a family-run operation to a global organization with independent, professional management. The transformation accelerated after 2013 with the hiring of a new senior management team strategically recruited from a number of world-class industrial companies. Our new management team has decades of experience driving operational improvement, innovation, and growth, both organically and through acquisitions. We believe that the collective talent and experience of our team is a distinct competitive advantage. Under the leadership of our senior management team, we are systematically transforming our business through the application of process improvement and management tools focusing on three strategic areas: (i) operational excellence by implementing the JELD-WEN Excellence Model, or “JEM”; (ii) profitable organic growth; and (iii) strategic acquisitions.


Name	Position	Joined JELD-WEN	Prior Experience

Kirk Hachigian	Executive Chairman	2014	Cooper Industries plc, GE Lighting, and Bain & Company

Mark Beck	President & Chief Executive Officer	2015	Danaher Corporation and Corning Incorporated

L. Brooks Mallard	Executive Vice President & Chief Financial Officer	2014	TRW Automotive Holdings Corporation, Eaton Corporation plc, Cooper Industries plc, and Thomas & Betts Corporation

Laura W. Doerre	Executive Vice President, General Counsel and Chief Compliance Officer	2016	Nabors Industries Ltd.

John Dinger	Executive Vice President & President, North America	2015	Eaton Corporation plc and Cooper Industries plc

Peter Maxwell	Executive Vice President & President, Europe	2015	Eaton Corporation plc and Cooper Industries plc

Peter Farmakis	Executive Vice President & President, Australasia	2013	Dexion Limited, Ciba Specialty Chemicals Corporation, and Smorgon Steel Group Limited

John Linker	Senior Vice President, Corporate Development & Investor Relations	2012	United Technologies Corporation, Goodrich Corporation, and Wells Fargo & Company

Our efforts to date have resulted in significant growth in our profitability. Our Adjusted EBITDA margin has increased by over 580 basis points and our Adjusted EBITDA has grown at a 37.7% compound annual growth rate, or “CAGR”, from the year ended December 31, 2013 through the twelve-month period ended September 24, 2016. We are in the early stages of implementing our business transformation and, as a result, we believe we have an opportunity to continue growing our profitability faster than the growth in our end markets.

million, or 141.0%, and net income has increased by $213.2 million from the year ended December 31, 2013 to the twelve-month period ended September 24, 2016.

Our Products

We provide a broad portfolio of interior and exterior doors, windows, and related products, manufactured from a variety of wood, metal, and composite materials and offered across a full spectrum of price points. In the year ended December 31, 2015, our door sales accounted for 65% of net revenues, our window sales accounted for 24% of net revenues, and our other ancillary products and services accounted for 11% of net revenues.

Doors

We are the #1 residential door provider by net revenues in the majority of our geographic markets. We hold #1 positions in residential doors by net revenues in the United States, Australia, Germany, Switzerland, and Scandinavia (which is comprised of Denmark, Sweden, Norway, and Finland). We hold #2 positions in residential doors by net revenues in Canada, the United Kingdom, and Austria. We offer a full line of residential interior and exterior door products, including patio doors and folding or sliding wall systems. Our non-residential door product offering is concentrated in Europe, where we are the #1 non-residential door provider by net revenues in Germany, Austria, Switzerland, and Scandinavia. In order to meet the style, design, and durability needs of our customers across a broad range of price points, our product portfolio encompasses many types of materials, including wood veneer, composite wood, steel, glass, and fiberglass. We also offer profitable value-add services in all of our markets, including pre-hanging and pre-finishing.

Windows

Other Ancillary Products and Services

In certain regions, we sell a variety of other products that are ancillary to our door and window offerings, which we do not classify as door or window sales. These products include shower enclosures and wardrobes, moldings, trim board, lumber, cutstock, glass, staircases, hardware and locks, cabinets, and screens. Molded door skins sold to certain third-party manufacturers as well as miscellaneous installation and other services are also included in this category.

Our End Markets

We operate within the global market for residential and non-residential doors and windows with sales spanning 82 countries. While we operate globally, the markets for doors and windows are regionally distinct with suppliers manufacturing finished goods in proximity to their customers. Finished doors and windows are generally bulky, expensive to ship, and, in the case of windows, fragile. Designs and specifications of doors and windows also vary from country to country due to differing construction methods, building codes, certification requirements, and consumer preferences. Customers also demand short delivery times and can require special order customizations. We believe that we are well-positioned to meet the global demands of our customers due to our market leadership, strong brands, broad product line, and strategically located manufacturing and distribution facilities.

The table below highlights the breadth of our global operations as of and for the year ended December 31, 2015:


	North America	Europe	Australasia

% Net Revenues	60%	29%	11%

Manufacturing Facilities ⁽¹⁾	44	28	43

Key Market Positions ⁽²⁾	• #1 in residential doors in the United States • #2 in residential doors in Canada • #3 in residential windows in the United States and Canada	• #1 in residential and non-residential doors in Germany, Switzerland, and Scandinavia • #1 in non-residential doors and #2 in residential doors in Austria • #2 in non-residential doors and #3 in residential doors in France • #2 in residential doors in the United Kingdom	• #1 in residential doors in Australia • #1 in residential windows in Australia

Net Revenues by Product Type	• Doors (57%) • Windows (33%) • Other (10%)	• Doors (92%) • Windows (3%) • Other (5%)	• Doors (42%) • Windows (30%) • Other (28%)

Net Revenues by Construction Application ⁽³⁾	• Residential R&R (52%) • Residential new construction (46%) • Non-residential (2%)	• Residential R&R (44%) • Residential new construction (26%) • Non-residential (30%)	• Residential R&R (26%) • Residential new construction (72%) • Non-residential (2%)

Key Brands ⁽¹⁾	• JELD-WEN • CraftMaster • LaCantina • Karona	• JELD-WEN • Swedoor • DANA • Dooria • Kilsgaard	• JELD-WEN • Stegbar • Corinthian • Trend • Aneeta • Regency • Breezway

(1)	As of December 12, 2016.

(2)	Based on the Freedonia Report. Our market position is based on rankings by net revenues.

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

North America

window products, allowing us to offer a more complete solution to our customer base. According to the Freedonia Report, the market for our residential door and window products in the United States and Canada generated approximately $10.8 billion in sales in 2015. We believe that our total market opportunity in North America is significantly larger and includes non-residential applications, other related building products, and value-added services. According to the U.S. Census Bureau, total housing starts in 2014 and 2015 were 1.0 million and 1.1 million units, respectively, significantly below the 20 and 50-year averages of 1.5 million units. According to the Joint Center for Housing Studies, residential R&R spending reached $285.4 billion in 2015, which was an increase of 4.4% from $273.3 billion in 2014. We believe that our leading position in the North American market will enable us to benefit from continued recovery in residential construction activity over the next several years.

Europe

The European market for doors is highly fragmented, and we have the only platform in the industry capable of serving nearly all European countries. In our Europe segment, we primarily compete in the market for residential and non-residential doors in Germany, the United Kingdom, France, Austria, Switzerland, and Scandinavia. According to the Freedonia Report, the market for residential and non-residential door products in these countries generated approximately $3.4 billion in sales in 2015. We believe that our total market opportunity in Europe is significantly larger and includes other European countries, other door product lines, related building products, and value-added services. Although construction activity in Europe has been slower to recover compared to construction activity in North America, new construction and R&R activity is expected to increase across Europe over the next several years.

Australasia

In our Australasia segment, we primarily compete in the market for residential doors and windows in Australia, where we hold the #1 position by net revenues. According to the Freedonia Report, the market for residential door and window products in Australia generated approximately $1.4 billion in sales in 2015. We believe that our total market opportunity in the Australasian region is significantly larger and includes non-residential applications and other countries in the region, as well as other related building products, and value-added services. For example, we also sell a full line of shower enclosures and wardrobes throughout Australia. In 2015, new housing and R&R spend increased 6.1% and 2.7%, respectively, according to Australia’s Housing Industry Association.

Our Business Strategy

We seek to achieve best-in-industry financial performance through the disciplined execution of:

•

operational excellence programs, such as JEM, to improve our profit margins and free cash flow by reducing costs and improving quality;

•

initiatives to drive profitable organic sales growth, including new product development, investments in our brands and marketing, channel management, and pricing optimization; and

•

acquisitions to expand our business.

The execution of our strategy is supported and enabled by a relentless focus on talent management. Over the long term, we believe that the implementation of our strategy is largely within our control and is less dependent on external factors. The key elements of our strategy are described further below.

Expand Our Margins and Free Cash Flow Through Operational Excellence

We have identified a substantial opportunity to improve our profitability by building a culture of operational excellence and continuous improvement across all aspects of our business through our JEM initiative.

Historically, we were not centrally managed and had a limited focus on continued cost reduction, operational improvement, and strategic material sourcing. This resulted in profit margins that were lower than our building products peers and far lower than what would typically be expected of a world-class industrial company.

Our senior management team has a proven track record of implementing operational excellence programs at some of the world’s leading industrial manufacturing businesses, and we believe the same successes can be realized at JELD-WEN. Key areas of focus of our operational excellence program include:

•

reducing labor costs, overtime, and waste by optimizing planning and manufacturing processes;

•

reducing or minimizing increases in material costs through strategic global sourcing and value-added re-engineering of components, in part by leveraging our significant spend and the global nature of our purchases; and

•

reducing warranty costs by improving quality.

We are in the early stages of implementing our strategic initiatives, including JEM, to develop a culture of operational excellence and continuous improvement. Our initial actions in North America have already helped us to realize higher profit margins over the last two years and we are now beginning to implement the program in Europe and Australasia. We believe that our focus on operational excellence will result in the continued expansion of our profit margins and free cash flow as we systematically transform our business.

Drive Profitable Organic Sales Growth

We seek to deliver profitable organic revenue growth through several strategic initiatives, including new product development, brand and marketing investment, channel management, and continued pricing optimization. These strategic initiatives will drive our sales mix to include more value-added, higher margin products.

•

New Product Development : Our management team has renewed our focus on innovation and new product development. We believe that leading the market in innovation will enhance demand for our products, increase the rate at which our products are specified into home and non-residential designs, and allow us to sell a higher margin product mix. For example, in North America, we have recently increased our investment in research and development by hiring over 20 engineers, who will work closely with our expanded group of product line managers to identify unmet market needs and develop new products. We have also implemented a rigorous new governance process that prioritizes the most impactful projects and is expected to improve the efficiency and quality of our research and development efforts. We have launched several new North American product lines and line extensions in recent years, such as the Siteline window series, Epic Vue window, DF Hybrid window, and the Moda door collection. In Australia, we recently launched a new Deco contemporary door product line, a new pivot door series, a wood window line extension, and the Alumiere aluminum window series. In Europe, we recently launched new steel door product lines that provide enhanced levels of security, safety, and impact resistance. While product specifications and certifications vary from country to country, the global nature of our operations allows us to leverage our global innovation capabilities and share new product designs across our markets.

•

efforts to drive operational excellence across all areas of our business, we are implementing research-based analytical tools to help optimize the effectiveness of our marketing efforts. We believe these branding initiatives are educating and building awareness with consumers, architects, and designers, as well as increasing the frequency with which our products are sought after by consumers and specified by builders and architects.

•

Channel Management : We are implementing initiatives and investing in tools and technology to enhance our relationships with key customers, make it easier for them to source from JELD-WEN, and support their ability to sell our products in the marketplace. Our recent technology investments are focused on improving the customer experience, including new quoting software, a new “Partners Portal” web interface, and a centralized repository of building information modeling files for architects, which are used to specify our products into architectural drawings. In many cases these initiatives are designed to incentivize our customers to sell our higher margin and value-add products. These incentives help our customers grow their businesses in a profitable manner while also improving our sales volumes and the margin of our product mix. For example, our new True BLU dealer management program groups our North American distribution customers into tiers based on the breadth and sales volume of JELD-WEN door and window products they carry, and provides benefits and rewards to each customer based on their tier classification. The True BLU program provides a strong incentive for distribution customers to increase the number of JELD-WEN products that they sell, providing us with opportunities to further penetrate the market with our more complete solution.

•

Pricing Optimization : We are focused on profitable growth and will continue to employ a strategic approach to pricing our products. Pricing discipline is an important element of our effort to improve our profit margins and earn an appropriate return on our invested capital. Over the past two years we have realized meaningful pricing gains by increasing our focus on customer- and product-level profitability in order to improve the profitability of certain underperforming lines of business. In addition, we have changed our historical approach in certain cases from pricing products based on contribution margin targets to an approach of pricing products based on fully loaded cost, which includes the capital we have invested in our manufacturing capacity, research and development capabilities, and brand equity.

Complement Core Earnings Growth With Strategic Acquisitions

Collectively, our senior management team has acquired and integrated more than 100 companies during their careers. Leveraging this collective experience, we have developed a disciplined governance process for identifying, evaluating, and integrating acquisitions. Our strategy focuses on three types of opportunities:

•

Market Consolidation Opportunities : The competitive landscape in several of our key markets remains highly fragmented, which creates an opportunity for us to consolidate smaller companies, enhance our market leading positions, and realize synergies through the elimination of duplicate costs. Our recent acquisitions of Dooria in Norway and Trend in Australia are examples of this strategy.

•

Enhancing Our Product Portfolio : Along with our organic new product development pipeline, we seek to expand our door and window product portfolio by acquiring companies that have developed unique products, technologies, or processes. Our recent acquisitions of Karona (stile and rail doors), LaCantina (folding and sliding wall systems), Aneeta (sashless windows), and Breezway (louver windows) are examples of this strategy.

•

New Markets and Geographies : Opportunities also exist to expand our company through the acquisition of complementary door and window manufacturers in new geographies as well as providers of product lines and value-added services. While this has not been a major focus in recent years, we expect it to be a key element in our long-term growth.

Our Competitive Strengths

Global Industry Leader With Strong Brands

We are one of the world’s largest door and window manufacturers, and we hold the #1 position by net revenues in the majority of the countries and markets we serve. We believe our global scale, along with the power of our well-known brands, creates a sustainable competitive advantage in each of our markets. We market our products globally under the JELD-WEN name along with several other well-known and well-respected regional brands, such as Stegbar and Corinthian in Australia and DANA and Swedoor in Europe. Our recent acquisitions of LaCantina, Karona, Aneeta, Trend, Dooria, and Breezway have further enhanced our portfolio of strong brand names. Our brands are widely recognized to stand for product quality, innovation, reliability, and service and have received numerous awards and endorsements, including recent recognition from Builder Magazine for brand familiarity, Home Builder Executive Magazine for product innovation, and Professional Builder Magazine for new product introductions.

World-Class Leadership Implementing Lasting Operational Improvements

We have assembled a team of executives from world-class organizations with a track record of driving manufacturing efficiency, cost reduction, product innovation, and profitable growth. Our Chief Executive Officer, Mark Beck, joined our team in 2015 after holding a series of executive management roles with Danaher Corporation and Corning Incorporated, where he had extensive experience leading global organizations, driving growth strategies, and implementing disciplined operational enhancements. Our Executive Chairman, Kirk Hachigian, who joined our team in 2014, was formerly the Chairman and Chief Executive Officer of Cooper Industries after a successful career at General Electric. Most of the members of our senior management team have extensive experience at major global industrial companies, which we believe creates a breadth and depth of operational expertise that is unusual for our industry. Our team has identified and has begun to execute on opportunities for continuous improvement across our platform. These initiatives are focused on manufacturing productivity, channel management, strategic sourcing, pricing discipline, and new product development. Although we remain in the early stages of implementing many of these continuous improvement programs, our efforts already have begun to yield results. Additionally, our leadership team has a proven track record of driving growth through the execution and integration of strategic acquisitions.

Multiple Levers To Grow Earnings

Our leading market positions and brands, world-class management team, and global manufacturing network create multiple opportunities for us to grow our earnings independent of growth in end-market demand. In particular, our management team has identified and is executing on:

•

operational excellence programs to improve our profit margins and free cash flow by reducing costs and improving quality;

•

initiatives to drive profitable organic sales growth, including new product development, investments in our brands and marketing, channel management, and pricing optimization; and

•

acquisitions to expand our business.

These actions have begun to lead to significant improvements in our profitability over the last two years, which we expect will continue as such initiatives are implemented across our operations globally and become part of our culture.

Long-Standing Customer Relationships

of our brands, the breadth of our product offering, our focus on customer service, and our commitment to quality and innovation. We believe that we are uniquely positioned to serve our large national and multinational customers, because of the breadth of our global manufacturing and sales network. The majority of our top ten customers have purchased our products for 17 years or more. In many of our key markets, we are the only competitor that can offer our customers a diverse range of multiple door and window product lines, further strengthening our relationships with our largest customers.

Significant Diversification Across End Markets, Channels, and Geographies

We believe that the diversity of our revenue base across end markets, channels, and geographies provides us with significant benefits relative to our competitors. For example, our diversity with respect to construction application provides insulation from specific trends in our end markets. Furthermore, our global platform of 115 manufacturing facilities across 19 countries enables us to serve customers across approximately 82 countries and helps limit our dependence on a specific geographic region. Although we generate approximately 60% of our net revenues in North America, positioning us for continued growth from the ongoing recovery in the U.S. domestic construction markets, we also generate approximately one-third of our net revenues from a diverse set of European markets that we believe are in the earlier stages of recovery.

Broad Global Manufacturing Network, Vertically Integrated In Key Product Lines

We have invested significant capital to build our global network of 115 manufacturing facilities that is unique among our competition in terms of capability, scale, and capacity. The global nature of our operations allows us to leverage key functions across these operations, such as sourcing and engineering. For many product lines, our manufacturing processes are vertically integrated, enhancing our range of capabilities and quality control as well as providing us with supply chain, transportation, and working capital savings. For example, we produce our own molded interior door skins for use in North America, France, and the United Kingdom, where molded doors are the predominant residential interior door type. Our operating platform allows us to deliver our broad portfolio of products to customers across the globe, enhances our ability to innovate, optimizes our cost structure, provides greater value and improved service to our customers, and strengthens our market positions.

Summary Risk Factors

Investing in our common stock involves risks, including risks that may prevent us from achieving our business objectives or that may adversely affect our business, financial condition, results of operations, cash flows, and prospects. You should carefully consider the risks discussed in the section entitled “Risk Factors”, including the following risks, before investing in our common stock:

•

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 implement our strategic initiatives, including JEM;

•

acquisitions or investments in other businesses that may not be successful;

•

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;

•

exchange rate fluctuations;

•

disruptions in our operations;

•

security breaches and other cyber security incidents;

•

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

•

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

•

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

•

product liability claims, product recalls, or warranty claims;

•

inability to protect our intellectual property;

•

loss of key officers or employees;

•

our current level of indebtedness; and

•

risks associated with the material weakness that has been identified.

Our Corporate Information

We were incorporated as an Oregon corporation in 1960. On May 31, 2016, we reincorporated as a Delaware corporation. We are a holding company that conducts our operations through our direct and indirect subsidiaries, primarily JELD-WEN, Inc., a Delaware corporation, and its subsidiaries. Our principal executive offices are located at 440 S. Church Street, Suite 400, Charlotte, North Carolina 28202, and our telephone number is (704) 378-5700. We maintain a website on the Internet at http://www.jeld-wen.com. The information contained on, or that can be accessed through, our website is not a part of, and should not be considered as being incorporated by reference into, this prospectus.

Our Sponsor

Following the consummation of this offering, we expect to be a “controlled company” for the purposes of the New York Stock Exchange rules.

Onex is one of the oldest and most successful private equity firms. Through its Onex Partners and ONCAP private equity funds, Onex acquires and builds high-quality businesses in partnership with talented management teams. Through Onex Credit, Onex manages and invests in leveraged loans, collateralized loan obligations, and other credit securities. Onex has approximately $22.5 billion of assets under management, including $6.0 billion of Onex proprietary capital. With offices in Toronto, New York, New Jersey, and London, Onex invests its capital through its two investing platforms and is the largest limited partner in each of its private equity funds.

Onex has extensive experience investing in leading, global industrial businesses, including in the building products space. Notable examples of Onex’ investments in industrial companies over its 32-year history include Tomkins plc, Allison Transmission Holdings, Inc., SIG Combibloc Group, Husky International Ltd., KraussMaffei Group, Spirit AeroSystems, Inc., and RSI Home Products.

The Offering

Issuer

JELD-WEN Holding, Inc., a Delaware corporation.

Common stock offered by us

shares (or shares if the underwriters exercise their option to purchase additional shares in full).

Common stock to be outstanding after this offering

shares (or shares if the underwriters exercise their option to purchase additional shares in full).

Option to purchase additional shares

The underwriters have an option to purchase up to additional shares from us. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.

Use of proceeds

We estimate that the net proceeds to us from this offering, after deducting underwriting discounts and estimated offering expenses, will be approximately $ million, assuming the shares are offered at $ per share (the midpoint of the price range set forth on the cover page of this prospectus). We intend to use the net proceeds from this offering to repay approximately $ million of indebtedness outstanding under our Term Loan Facility and approximately $ million of indebtedness outstanding under our ABL Facility (a portion of which term loan and ABL indebtedness was used to fund the payments made in connection with the 2016 Dividend Transactions), with any remaining net proceeds to be used for general corporate purposes. See “Use of Proceeds”.

Dividend policy

We do not expect to pay any dividends on our common stock in the foreseeable future. See “Dividend Policy”.

Proposed stock exchange symbol

“JELD”.

Controlled company

Upon completion of this offering, Onex will continue to own a controlling interest in us. Therefore, we expect to be a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange.

Risk factors

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 18 of this prospectus for a discussion of factors you should carefully consider before investing in our common stock.

In connection with the consummation of this offering, we intend to complete the Share Recapitalization.

Unless otherwise indicated, all information contained in this prospectus:

•

assumes an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus;

•

gives effect to our amended and restated certificate of incorporation and our amended and restated bylaws, which will be in effect upon the listing of our common stock on the New York Stock Exchange;

•

assumes the underwriters’ option to purchase additional shares has not be exercised;

•

gives effect to the Share Recapitalization; and

•

assumes that the conversion of our Series A Convertible Preferred Stock and Class B-1 Common Stock into our common stock will occur on , (for each additional day that the conversion occurs after , , the number of shares of common stock that our Series A Convertible Preferred Stock and Class B-1 Common Stock will convert into will increase by shares and shares, respectively).

The number of shares of common stock to be outstanding after this offering excludes:

•

shares of common stock issuable upon the exercise of options outstanding under our existing stock incentive plan as of , 2016 at a weighted average exercise price of $ per share; and

•

shares of common stock reserved for future issuance under our new omnibus incentive plan that we intend to adopt in connection with this offering.

Summary Consolidated Financial Data

The following table presents summary consolidated financial data for the periods and at the dates indicated. The summary consolidated financial data as of December 31, 2015 and 2014 and for each of the three years ended December 31, 2015 have been derived from our audited consolidated financial statements included in this prospectus. The summary consolidated financial data as of December 31, 2013 has been derived from our audited consolidated financial statements not included in this prospectus. The summary consolidated financial data as of September 24, 2016 and September 26, 2015 and for each of the nine months ended September 24, 2016 and September 26, 2015 have been derived from our unaudited consolidated financial statements included in this prospectus. We have prepared our unaudited consolidated financial statements on the same basis as our audited consolidated financial statements, and our unaudited consolidated financial statements include, in the opinion of management, all adjustments necessary for a fair statement of the operating results and financial condition of the Company for such periods and as of such dates. The results of operations for any interim period are not necessarily indicative of the results that may be expected for the full year. Additionally, our historical results are not necessarily indicative of the results expected for any future period. We have also presented summary unaudited consolidated financial data for the twelve-month period ended September 24, 2016, which presentation does not comply with GAAP. This data has been calculated by adding amounts from our audited consolidated financial statements for the year ended December 31, 2015 to amounts from our unaudited consolidated financial statements for the nine months ended September 24, 2016 and subtracting amounts from our unaudited consolidated financial statements for the nine months ended September 26, 2015. We have presented this financial data because we believe it provides our investors with useful information to assess our recent performance.

The following information should be read in conjunction with “Capitalization”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Business”, and our financial statements and notes included elsewhere in this prospectus.


	Twelve Months Ended			Nine Months Ended						Year Ended December 31,
	September 24, 2016			September 24, 2016			September 26, 2015			2015			2014			2013
	(dollars in thousands, except share and per share data)
Net revenues	$	3,584,578		$	2,693,630		$	2,490,112		$	3,381,060		$	3,507,206		$	3,456,539
Cost of sales		2,832,342			2,112,185			1,994,968			2,715,125			2,919,864			2,946,463

Gross margin		752,236			581,445			495,144			665,935			587,342			510,076
Selling, general and administrative		550,465			408,360			370,021			512,126			488,477			482,088
Impairment and restructuring charges		14,830			9,045			15,557			21,342			38,388			42,004

Operating income (loss)		186,941			164,040			109,566			132,467			60,477			(14,016	)
Interest expense, net		(73,808	)		(53,725	)		(40,549	)		(60,632	)		(69,289	)		(71,362	)
Other income (expense)		13,101			8,960			9,979			14,120			(50,521	)		12,323

Income (loss) before taxes, equity earnings (loss) and discontinued operations		126,234			119,275			78,996			85,955			(59,333	)		(73,055	)
Income tax benefit (expense)		18,643			5,633			(7,575	)		5,435			(18,942	)		(1,142	)

Income (loss) from continuing operations, net of tax		144,877			124,908			71,421			91,390			(78,275	)		(74,197	)
Loss from discontinued operations, net of tax		(3,656	)		(2,845	)		(2,045	)		(2,856	)		(5,387	)		(5,863	)
Gain on sale of discontinued operations, net of tax		—			—			—			—			—			10,711
Equity earnings (loss) of non-consolidated entities		3,601			2,450			1,233			2,384			(447	)		943


	Twelve Months Ended			Nine Months Ended						Year Ended December 31,
	September 24, 2016			September 24, 2016			September 26, 2015			2015			2014			2013
	(dollars in thousands, except share and per share data)
Net income (loss)	$	144,822		$	124,513		$	70,609		$	90,918		$	(84,109	)	$	(68,406	)

Net income (loss) attributable to common shareholders
Basic				$	16,298		$	(281,427	)	$	(290,500	)	$	(184,143	)	$	(157,205	)
Diluted				$	16,298		$	(281,427	)	$	(290,500	)	$	(184,143	)	$	(157,205	)
Weighted average common shares outstanding ⁽¹⁾
Basic					1,633,198			1,677,121			1,663,273			1,858,187			1,919,445
Diluted					1,923,341			1,677,121			1,663,273			1,858,187			1,919,445
Income (loss) per common share from continuing operations ⁽¹⁾
Basic				$	11.72		$	(166.58	)	$	(172.97	)	$	(96.21	)	$	(84.45	)
Diluted				$	9.95		$	(166.58	)	$	(172.97	)	$	(96.21	)	$	(84.45	)
Pro forma net income (loss) per share attributable to common shareholders ⁽²⁾
Basic				$	—		$	—
Diluted				$	—		$	—
Pro forma weighted average common shares outstanding ⁽²⁾
Basic					—			—
Diluted					—			—
Other financial data:
Capital expenditures	$	87,278		$	62,476		$	52,885		$	77,687		$	70,846		$	85,689
Depreciation and amortization		102,921			77,518			69,793			95,196			100,026			104,650
Adjusted EBITDA ⁽³⁾		369,190			291,099			232,895			310,986			229,849			153,210
Adjusted EBITDA margin ⁽³⁾		10.3%			10.8%			9.4%			9.2%			6.6%			4.4%

Consolidated balance sheet data:
Cash, cash equivalents				$	65,357		$	79,061		$	113,571		$	105,542		$	37,666
Accounts receivable, net					492,965			408,926			321,079			329,901			357,363
Inventories					361,724			383,847			343,736			359,274			391,450
Total current assets					968,162			936,024			814,418			840,356			828,109
Total assets					2,435,813			2,227,413			2,182,373			2,184,059			2,290,897
Accounts payable					216,844			194,721			166,686			179,652			202,621
Total current liabilities					598,960			554,830			487,445			524,301			593,938
Total debt					1,272,187			1,271,532			1,260,320			806,228			667,152
Redeemable convertible preferred stock					458,236			481,937			481,937			817,121			817,121
Total stockholders’ (deficit) equity					(79,995	)		(278,797	)		(231,745	)		(168,826	)		54,444

Statement of cash flows data:
Net cash flow provided by (used in):
Operating activities	$	237,791		$	110,190		$	44,738		$	172,339		$	21,788		$	(49,372	)
Investing activities		(217,036	)		(141,609	)		(83,025	)		(158,452	)		(56,738	)		13,939
Financing activities		(35,212	)		(17,426	)		16,714			(1,072	)		105,617			34,633


	As of
	September 24, 2016
	(dollars in thousands)
	Actual			Pro Forma ⁽⁴⁾		Pro Forma As Adjusted ⁽⁵⁾
Pro forma consolidated balance sheet data:
Cash, cash equivalents	$	65,357		$		$
Accounts receivable, net		492,965
Inventories		361,724
Total current assets		968,162
Total assets		2,435,813
Accounts payable		216,844
Total current liabilities		598,960
Total debt		1,272,187
Redeemable convertible preferred stock		458,236			—		—
Total stockholders’ deficit		(79,995	)

(1)	Does not give effect to the 2016 Dividend Transactions or Share Recapitalization.

(2)

Reflects the 2016 Dividend Transactions and Share Recapitalization. See Notes and to our financial statements for the year ended December 31, 2015 and Note to our financial statements for the three and nine months ended September 24, 2016 appearing elsewhere in this prospectus for information regarding computation of basic and diluted net income (loss) per share, pro forma basic and diluted net income (loss) per share attributable to common shareholders, and the pro forma weighted average basic and diluted common shares outstanding used in computing the pro forma basic and diluted net income (loss) per share attributable to common shareholders.

(3)

In addition to our consolidated financial statements presented in accordance with GAAP, we use Adjusted EBITDA to measure our financial performance. Adjusted EBITDA is a supplemental non-GAAP financial measure of operating performance and is not based on any standardized methodology prescribed by GAAP. Adjusted EBITDA should not be considered in isolation or as an alternative to net income (loss), cash flows from operating activities, or other measures determined in accordance with GAAP. Also, Adjusted EBITDA is not necessarily comparable to similarly-titled measures presented by other companies. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net revenues.

We define Adjusted EBITDA as net income (loss), as adjusted for the following items: loss from discontinued operations, net of tax; gain (loss) on sale of discontinued operations, net of tax; equity (earnings) loss of non-consolidated entities; income tax; depreciation and amortization; interest expense, net; impairment and restructuring charges; gain 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, debt refinancing, and the Onex Investment.

We use this non-GAAP measure in assessing our performance in addition to net income (loss) determined in accordance with GAAP. We believe Adjusted EBITDA is an important measure to be used in evaluating operating performance because it allows management and investors to better evaluate and compare our core operating results from period to period by removing the impact of our capital structure (net interest income or expense from our outstanding debt), asset base (depreciation and amortization), tax consequences, other non-operating items, and share-based compensation. Furthermore, the instruments governing our indebtedness use Adjusted EBITDA to measure our compliance with certain limitations and covenants. We reference this non-GAAP financial measure frequently in our decision-making because it provides supplemental information that facilitates internal comparisons to the historical operating performance of prior periods. In addition, executive incentive compensation is based in part on Adjusted EBITDA, and we base certain of our forward-looking estimates and budgets on Adjusted EBITDA.

We also believe Adjusted EBITDA is a measure widely used by securities analysts and investors to evaluate the financial performance of our company and other companies. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Adjusted EBITDA eliminates the effect of certain items on net income and thus has certain limitations. Some of these limitations are: Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; Adjusted EBITDA does not reflect any income tax payments we are required to make; and although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacement. Other companies may calculate Adjusted EBITDA differently, and, therefore, our Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

The following is a reconciliation of our net income (loss), the most directly comparable GAAP financial measure, to Adjusted EBITDA:


	Twelve Months Ended			Nine Months Ended						Year Ended December 31,
	September 24, 2016			September 24, 2016			September 26, 2015			2015			2014			2013
	(dollars in this table and the footnotes below in thousands)

Net income (loss)	$	144,822		$	124,513		$	70,609		$	90,918		$	(84,109	)	$	(68,406	)
Adjustments:
Loss from discontinued operations, net of tax		3,656			2,845			2,045			2,856			5,387			5,863
Gain on sale of discontinued operations, net of tax		—			—			—			—			—			(10,711	)
Equity (earnings) loss of non-consolidated entities		(3,601	)		(2,450	)		(1,233	)		(2,384	)		447			(943	)
Income tax (benefit) expense		(18,643	)		(5,633	)		7,575			(5,435	)		18,942			1,142
Depreciation and amortization		102,921			77,518			69,793			95,196			100,026			104,650
Interest expense, net		73,808			53,725			40,549			60,632			69,289			71,362
Impairment and restructuring charges ^(a)		27,178			12,122			15,975			31,031			38,645			44,413
(Gain) loss on sale of property and equipment		(3,759	)		(3,270	)		73			(416	)		(23	)		(3,039	)
Share-based compensation expense		21,892			14,944			8,672			15,620			7,968			5,665
Non-cash foreign exchange transaction/translation loss (income)		14,080			7,168			(4,215	)		2,697			(528	)		(4,114	)
Other non-cash items ^(b)		4,117			3,087			111			1,141			2,334			(68	)
Other items ^(c)		2,679			6,519			22,733			18,893			20,278			7,284
Costs relating to debt restructuring, debt refinancing, and the Onex Investment ^(d)		40			11			208			237			51,193			112

Adjusted EBITDA	$	369,190		$	291,099		$	232,895		$	310,986		$	229,849		$	153,210

(a)

Impairment and restructuring charges consist of (i) impairment and restructuring charges that are included in our consolidated statements of operations plus (ii) additional charges of $12,347, $3,078, $417, $9,687, $257, and $2,409 for the twelve months ended September 24, 2016, nine months ended September 24, 2016 and September 26, 2015, and years ended December 31, 2015, 2014, and 2013, respectively. These additional charges are primarily comprised of non-cash changes in inventory valuation reserves, such as excess and obsolete reserves. For further explanation of impairment and restructuring charges that are included in our consolidated statements of operations, see Note 25— Impairment and Restructuring Charges of Continuing Operations in our financial statements for the year ended December 31, 2015 included elsewhere in this prospectus.

(b)

(c)

Other items include: (i) in the twelve months ended September 24, 2016, (1) $2,449 of professional fees related to the IPO process, (2) $1,833 of recruitment costs related to the recruitment of executive management employees, (3) $1,633 in acquisition costs, (4) $884 of tax consulting costs in Europe, (5) $353 in Dooria plant closure costs, and (6) $263 of pre-acquisition legal costs related to CMI, partially offset by (7) $5,656 of realized gain on foreign exchange hedges related to an intercompany loan; (ii) in the nine months ended September 24, 2016, (1) $2,449 of professional fees related to the IPO process, (2) $1,542 of acquisition costs, (3) $350 in Dooria plant closure costs, (4) $257 in legal costs associated with disposal of non-core properties, and (5) $250 related to a legal settlement accrual for CMI; (iii) in the nine months ended September 26, 2015, (1) $11,696 of stock compensation, including a $11,446 payment to holders of vested options and RSUs in connection with the July 2015 dividend described in “Dividend Policy”, (2) $5,510 related to a UK legal settlement, (3) $1,733 in acquisition costs, (4) $1,422 of legal costs related to non-core property disposal, (5) $861 in production ramp-down costs, and (6) $431 of legal costs related to our ESOP class action matters; (iv) in the year ended

December 31, 2015, (1) $11,446 payment to holders of vested options and restricted shares in connection with the July 2015 dividend described in “Dividend Policy”, (2) $5,510 related to a United Kingdom legal settlement, (3) $1,825 in acquisition costs, (4) $1,833 of recruitment costs related to the recruitment of executive management employees, and (5) $1,082 of legal costs related to non-core property disposal, partially offset by (6) $5,678 of realized gain on foreign exchange hedges related to an intercompany loan; (v) in the year ended December 31, 2014, (1) $5,000 legal settlement related to our ESOP, (2) $3,657 of legal costs associated with non-core property disposal, (3) $3,443 production ramp-down costs, (4) $2,769 of consulting fees in Europe, and (5) $1,250 of costs related to a prior acquisition; and (vi) in the year ended December 31, 2013, (1) $2,869 of cash costs related to the delayed opening of our new Louisiana facility, (2) $774 of legal costs associated with non-core property disposal, (3) $582 related to the closure of our Marion, North Carolina facility, and (4) $458 of acquisition-related costs.

(d)

Included in the year ended December 31, 2014 is a loss on debt extinguishment of $51,036 associated with the refinancing of our 12.25% secured notes.

(4)	Reflects the 2016 Dividend Transactions and Share Recapitalization.

(5)

Reflects (a) the 2016 Dividend Transactions, (b) the Share Recapitalization, (c) our issuance and sale of shares of our common stock in this offering at an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and (d) the repayment of approximately $ million of indebtedness outstanding under our Term Loan Facility and ABL Facility with a portion of the net proceeds of this offering. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of our initial public offering that will be determined at pricing.

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the following factors, as well as other information contained in this prospectus, before deciding to invest in shares of our common stock. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment in our common stock.

Risks Relating to Our Business and Industry

Negative trends in overall business, financial market and economic conditions, and/or activity levels in our end markets may reduce demand for our products, which could have a material adverse effect on our business, financial condition, and results of operations.

Negative trends in overall business, financial market, and economic conditions globally or in the regions where we operate may reduce demand for our doors and windows, which is tied to activity levels in the R&R and new residential and non-residential construction end markets. In particular, the following factors may have a direct impact on our business in the regions where our products are marketed and sold:

•

the strength of the economy;

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employment rates and consumer confidence and spending rates;

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the availability and cost of credit;

•

the amount and type of residential and non-residential construction;

•

housing sales and home values;

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the age of existing home stock, home vacancy rates, and foreclosures;

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interest rate fluctuations for our customers and consumers;

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volatility in both the debt and equity capital markets;

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increases in the cost of raw materials or any shortage in supplies or labor;

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the effects of governmental regulation and initiatives to manage economic conditions;

•

geographical shifts in population and other changes in demographics; and

•

changes in weather patterns.

The global economy recently endured a significant and prolonged recession that had a substantial negative effect on sales across our end markets. In particular, beginning in mid-2006 and continuing through late-2011, the U.S. residential and non-residential construction industry experienced one of the most severe downturns of the last 40 years. While cyclicality in our new residential and non-residential construction end markets is moderated to a certain extent by R&R activity, much R&R spending is discretionary and can be deferred or postponed entirely when economic conditions are poor. We experienced sales declines in all of our end markets during this recent economic downturn.

Although conditions in the United States have improved in recent years, there can be no assurance that this improvement will be sustained in the near or long-term. Moreover, uncertain economic conditions continue in our Australasia segment and certain jurisdictions in our Europe segment. Negative business, financial market, and economic conditions globally or in the regions where we operate may materially and adversely affect demand for our products, and our business, financial condition, and results of operations could be materially negatively impacted as a result.

We operate in a highly competitive business environment. Failure to compete effectively could cause us to lose market share and/or force us to reduce the prices we charge for our products. This competition could have a material adverse effect on our business, financial condition, and results of operations.

We operate in a highly competitive business environment. Some of our competitors may have greater financial, marketing, and distribution resources and may develop stronger relationships with customers in the markets where we sell our products. Some of our competitors may be less leveraged than we are, providing them with more flexibility to invest in new facilities and processes and also making them better able to withstand adverse economic or industry conditions.

In addition, some of our competitors, regardless of their size or resources, may choose to compete in the marketplace by adopting more aggressive sales policies, including price cuts, or by devoting greater resources to the development, promotion, and sale of their products. This could result in our losing customers and/or market share to these competitors or being forced to reduce the prices at which we sell our products to remain competitive.

As a result of competitive bidding processes, we may have to provide pricing concessions to our significant customers in order for us to keep their business. Reduced pricing would result in lower product margins on sales to those customers. There is no guarantee that a reduction in prices would be offset by sufficient gains in market share and sales volume to those customers.

The loss of, or a reduction in orders from, any significant customers, or decreased pricing of our products, could have a material adverse effect on our business, financial condition, and results of operations.

We may not identify or effectively respond to consumer needs, expectations, or trends in a timely fashion, which could adversely affect our relationship with customers, our reputation, the demand for our brands, products, and services, and our market share.

The quantity, type, and prices of products demanded by consumers and our customers have shifted over time. For example, demand has increased for multi-family housing units such as apartments and condominiums, which typically require fewer of our products, and we are experiencing growth in certain channels for products with lower price points. In certain cases, these shifts have negatively impacted our sales and/or our profitability. Also, we must continually anticipate and adapt to the increasing use of technology by our customers. Recent years have seen shifts in consumer preferences and purchasing practices and changes in the business models and strategies of our customers. Consumers are increasingly using the internet and mobile technology to research home improvement products and to inform and provide feedback on their purchasing and ownership experience for these products. Trends towards online purchases could impact our ability to compete as we currently sell a significant portion of our products through retail home centers, wholesale distributors, and building products dealers.

Accordingly, the success of our business depends in part on our ability to maintain strong brands, and identify and respond promptly to evolving trends in demographics, consumer preferences, and expectations and needs, while also managing inventory levels. It is difficult to successfully predict the products and services our customers will demand. Even if we are successful in anticipating consumer preferences, our ability to adequately react to and address those preferences will in part depend upon our continued ability to develop and introduce innovative, high-quality products and acquire or develop the intellectual property necessary to develop new products or improve our existing products. There can be no assurance that the products we develop, even those to which we devote substantial resources, will be successful. While we continue to invest in innovation, brand building, and brand awareness, and intend to increase our investments in these areas in the future, these initiatives may not be successful. Failure to anticipate and successfully react to changing consumer preferences could have a material adverse effect on our business, financial condition, and results of operations.

In addition, our competitors could introduce new or improved products that would replace or reduce demand for our products, or create new proprietary designs and/or changes in manufacturing technologies that may render

our products obsolete or too expensive for efficient competition in the marketplace. Our failure to competitively respond to changing consumer and customer trends, demands, and preferences could cause us to lose market share, which could have a material adverse effect on our business, financial condition, and results of operations.

Failure to maintain the performance, reliability, quality, and service standards required by our customers, or to timely deliver our products, could have a material adverse effect on our business, financial condition, and results of operations.

If our products have performance, reliability, or quality problems, our reputation and brand equity, which we believe is a substantial competitive advantage, could be materially adversely affected. We may also experience increased and unanticipated warranty and service expenses. Furthermore, we manufacture a significant portion of our products based on the specific requirements of our customers, and delays in providing our customers the products and services they specify on a timely basis could result in reduced or canceled orders and delays in the collection of accounts receivable. Additionally, claims from our customers, with or without merit, could result in costly and time-consuming litigation that could require significant time and attention of management and involve significant monetary damages that could have a material adverse effect on our business, financial condition, and results of operations.

We are in the early stages of implementing strategic initiatives, including JEM. If we fail to implement these initiatives as expected, our business, financial condition, and results of operations could be adversely affected.

Our future financial performance depends in part on our management’s ability to successfully implement our strategic initiatives, including JEM. We have implemented many of these initiatives in North America and are beginning to implement them in Europe and Australasia. We cannot assure you that we will be able to continue to successfully implement these initiatives and related strategies throughout the geographic regions in which we operate or be able to continue improving our operating results. Similarly, these initiatives, even if implemented in all of our geographic regions, may not produce similar results. Any failure to successfully implement these initiatives and related strategies could adversely affect our business, financial condition, and results of operations. We may, in addition, decide to alter or discontinue certain aspects of our business strategy at any time.

We may make acquisitions or investments in other businesses which may involve risks or may not be successful.

Generally, we seek to acquire businesses that broaden our existing product lines and service offerings or expand our geographic reach. There can be no assurance that we will be able to identify suitable acquisition candidates or that our acquisitions or investments in other businesses will be successful. These acquisitions or investments in other businesses may also involve risks, many of which may be unpredictable and beyond our control, and which may have a material adverse effect on our business, financial condition, and results of operations, including risks related to:

•

the nature of the acquired company’s business;

•

any acquired business performing worse than anticipated;

•

the potential loss of key employees of the acquired company;

•

any damage to our reputation as a result of performance or customer satisfaction problems relating to an acquired business;

•

the failure of our due diligence procedures to detect material issues related to the acquired business, including exposure to legal claims for activities of the acquired business prior to the acquisition;

•

unexpected liabilities resulting from the acquisition for which we may not be adequately indemnified;

•

our inability to enforce indemnification and non-compete agreements;

•

the integration of the personnel, operations, technologies, and products of the acquired business, and establishment of internal controls, including the implementation of our enterprise resource planning system, into the acquired company’s operations;

•

our failure to achieve projected synergies or cost savings;

•

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

•

the diversion of management attention and financial resources; and

•

any unforeseen management and operational difficulties, particularly if we acquire assets or businesses in new foreign jurisdictions where we have little or no operational experience.

Our inability to achieve the anticipated benefits of acquisitions and other investments could materially and adversely affect our business, financial condition, and results of operations.

In addition, the means by which we finance an acquisition may have a material adverse effect on our business, financial condition, and results of operations, including changes to our equity, debt, and liquidity position. If we issue convertible preferred or common stock to pay for an acquisition, the ownership percentage of our existing shareholders may be diluted. Using our existing cash may reduce our liquidity. Incurring additional debt to fund an acquisition may result in higher debt service and a requirement to comply with additional financial and other covenants, including potential restrictions on future acquisitions and distributions.

A decline in our relationships with our key customers or the amount of products they purchase from us, or a decline in our key customers’ economic condition, could have a material adverse effect on our business, financial condition, and results of operations.

Our business depends on our relationships with our key customers, which consist mainly of wholesale distributors and retail home centers. Our top ten customers together accounted for approximately 44% of our revenues in the year ended December 31, 2015, and our largest customer, The Home Depot, accounted for approximately 19% of our revenues in the year ended December 31, 2015. Although we have established and maintain significant long-term relationships with our key customers, we cannot assure you that all of these relationships will continue or will not diminish. We generally do not enter into long-term contracts with our customers and they generally do not have an obligation to purchase products from us. Accordingly, sales from customers that have accounted for a significant portion of our sales in past periods, individually or as a group, may not continue in future periods, or if continued, may not reach or exceed historical levels in any period. For example, our large customers perform periodic line reviews to assess their product offering, which have, on past occasions, led to loss of business and pricing pressures, and some of our large customers may experience economic difficulties or otherwise default on their obligations to us. Furthermore, our pricing optimization strategy, which requires maintaining pricing discipline in order to improve profit margins, may lead to the loss of certain customers, including key customers, who do not agree to our pricing terms. The loss of, or a diminution in, our relationship with any of our largest customers could lower our sales volumes, which could increase our costs and lower our profitability. This could have a material adverse effect on our business, financial condition, and results of operations.

Certain of our customers may expand through consolidation and internal growth, which may increase their buying power. The increased size of our customers could have a material adverse effect our business, financial condition, and results of operations.

Certain of our important customers are large companies with significant buying power, and our customers may expand through consolidation or internal growth. Consolidation could decrease the number of potential significant customers for our products and increase our reliance on key customers. Further, the increased size of our customers could result in our customers seeking more favorable terms, including pricing, for the products that they purchase from us. Accordingly, the increased size of our customers may further limit our ability to

maintain or raise prices in the future. This could have a material adverse effect our business, financial condition, and results of operations.

We are subject to the credit risk of our customers.

We are subject to the credit risk of our customers because we provide credit to our customers in the normal course of business. All of our customers are sensitive to economic changes and to the cyclical nature of the building industry. Especially during protracted or severe economic declines and cyclical downturns in the building industry, our customers may be unable to perform on their payment obligations, including their debts to us. Any failure by our customers to meet their obligations to us may have a material adverse effect on our business, financial condition, and results of operations. In addition, we may incur increased expenses related to collections in the future if we find it necessary to take legal action to enforce the contractual obligations of a significant number of our customers.

Increases in interest rates used to finance home construction and improvements, such as mortgage and credit card interest rates, and the reduced availability of financing for the purchase of new homes and home construction and improvements, could have a material adverse impact on our business, financial condition, and results of operations.

Our performance depends in part upon consumers having the ability to access third-party financing for the purchase of new homes and buildings and R&R of existing homes and other buildings. The ability of consumers to finance these purchases is affected by the interest rates available for home mortgages, credit card debt, lines of credit, and other sources of third-party financing. Currently, interest rates in the majority of the regions where we market and sell our products are near historic lows and will likely increase in the future. The U.S. Federal Reserve Board of Governors raised the federal fund rate in December 2015 for the first time in seven years and is expected to continue to raise the federal fund rate over time. An increase in the federal fund rate could cause an increase in future interest rates applicable to mortgages, credit card debt, and other sources of third-party financing. If interest rates increase and, consequently, the ability of prospective buyers to finance purchases of new homes or home improvement products is adversely affected, our business, financial condition, and results of operations may be materially and adversely affected.

In addition to increased interest rates, the ability of consumers to procure third-party financing is impacted by such factors as new and existing home prices, high unemployment levels, high mortgage delinquency and foreclosure rates, and lower housing turnover. Adverse developments affecting any of these factors could result in the imposition of more restrictive lending standards by financial institutions and reduce the ability of some consumers to finance home purchases or R&R expenditures.

Prices of the raw materials we use to manufacture our products are subject to fluctuations, and we may be unable to pass along to our customers the effects of any price increases.

We use wood, glass, vinyl and other plastics, fiberglass and other composites, aluminum, steel and other metals, as well as hardware and other components to manufacture our products. Materials represented approximately 53% of our cost of sales in the year ended December 31, 2015. Prices for our materials fluctuate for a variety of reasons beyond our control, many of which cannot be anticipated with any degree of reliability. Our most significant raw materials include vinyl extrusions, glass, and aluminum, each of which has been subject to periods of rapid and significant fluctuations in price. The reasons for these fluctuations include, among other things, variable worldwide supply and demand across different industries, speculation in commodities futures, general economic or environmental conditions, labor costs, competition, import duties, tariffs, worldwide currency fluctuations, freight, regulatory costs, and product and process evolutions that impact demand for the same materials.

For example, an increase in oil prices may affect the direct cost of materials derived from petroleum, most particularly vinyl. As another example, many consumers demand certified sustainably harvested wood products

as concerns about deforestation have become more prevalent. Certified sustainably harvested wood historically has not been as widely available as non-certified wood, which results in higher prices for sustainably harvested wood. As more consumers demand certified sustainably harvested wood, the price of such wood may increase due to limited supply.

We have short-term supply contracts with certain of our largest suppliers that limit our exposure to short-term fluctuations in prices of our materials, but we are susceptible to longer-term fluctuations in prices. We generally do not hedge against commodity price fluctuations. Significant increases in the prices of raw materials for finished goods, including as a result of significant or protracted material shortages, may be difficult to pass through to customers and may negatively impact our profitability and net revenues. We may attempt to modify products that use certain raw materials, but these changes may not be successful.

Our business may be affected by delays or interruptions in the delivery of raw materials, finished goods, and certain component parts. A supply shortage or delivery chain interruption could have a material adverse effect on our business, financial condition, and results of operations.

We rely upon regular deliveries of raw materials, finished goods, and certain component parts. For certain raw materials that are used in our products, we depend on a single or limited number of suppliers for our materials, and we typically do not have long-term contracts with our suppliers. If we are not able to accurately forecast our supply needs, the limited number of suppliers may make it difficult to quickly obtain additional raw materials to respond to shifting or increased demand. In addition, a supply shortage could occur as a result of unanticipated increases in market demand, difficulties in production or delivery, financial difficulties, or catastrophic events in the supply chain. Furthermore, because our products and the components of some of our products are subject to regulation, changes to these regulations could cause delays in delivery of raw materials, finished goods, and certain component parts.

Until we can make acceptable arrangements with alternate suppliers, any interruption or disruption could impact our ability to ship orders on time and could idle some of our manufacturing capability for those products. This could result in a loss of revenues, reduced margins, and damage to our relationships with customers, which could have a material adverse effect on our business, financial condition, and results of operations.

Our business is seasonal and revenue and profit can vary significantly throughout the year, which may adversely impact the timing of our cash flows and limit our liquidity at certain times of the year.

Our business is seasonal, and our net revenues and operating results vary significantly from quarter to quarter based upon the timing of the building season in our markets. Our sales typically follow seasonal new construction and R&R industry patterns. The peak season for home construction and R&R activity in the majority of the geographies where we market and sell our products generally corresponds with the second and third calendar quarters, and therefore our sales volume is typically higher during those quarters. Our first and fourth quarter sales volumes are generally lower due to reduced R&R and new construction activity as a result of less favorable climate conditions in the majority of our geographic end markets. Failure to effectively manage our inventory in anticipation of or in response to seasonal fluctuations could negatively impact our liquidity profile during certain seasonal periods.

Changes in weather patterns, including as a result of global climate change, could significantly affect our financial results or financial condition.

Weather patterns may affect our operating results and our ability to maintain our sales volume throughout the year. Because our customers depend on suitable weather to engage in construction projects, increased frequency or duration of extreme weather conditions could have a material adverse effect on our financial results or financial condition. For example, unseasonably cool weather or extraordinary amounts of rainfall may decrease construction activity, thereby decreasing our sales. Also, we cannot predict the effects that global

climate change may have on our business. In addition to changes in weather patterns, it might, for example, reduce the demand for construction, destroy forests (increasing the cost and reducing the availability of wood products used in construction), and increase the cost and reduce the availability of raw materials and energy. New laws and regulations related to global climate change may also increase our expenses or reduce our sales.

We are exposed to political, economic, and other risks that arise from operating a multinational business.

We have operations in North America, South America, Europe, Australia, and Asia. In the year ended December 31, 2015, our North America segment accounted for approximately 60% of net revenues, our Europe segment accounted for approximately 29% of net revenues, and our Australasia segment accounted for approximately 11% of our net revenues. Further, certain of our businesses obtain raw materials and finished goods from foreign suppliers. Accordingly, our business is subject to political, economic, and other risks that are inherent in operating in numerous countries.

These risks include:

•

the difficulty of enforcing agreements and collecting receivables through foreign legal systems;

•

trade protection measures and import or export licensing requirements;

•

the imposition of tariffs or other restrictions;

•

required compliance with a variety of foreign laws and regulations, including the application of foreign labor regulations;

•

tax rates in foreign countries and the imposition of withholding requirements on foreign earnings;

•

difficulty in staffing and managing widespread operations; and

•

changes in general economic and political conditions in countries where we operate, including as a result of the impact of the proposed exit of the United Kingdom from the European Union.

Our business success depends in part on our ability to anticipate and effectively manage these and other risks. We cannot assure you that these and other factors will not have a material adverse effect on our international operations or ultimately on our global business, financial condition, and results of operations.

The vote by the United Kingdom mandating its withdrawal from the European Union could have a material adverse effect on our business, financial condition, and results of operations.

The recent referendum vote by the United Kingdom to exit the European Union, or “Brexit,” has created significant volatility in the global financial markets. The referendum was advisory, and the terms of any withdrawal are subject to a negotiation period that could last up to two years after the government of the United Kingdom formally initiates a withdrawal process. The effects of the United Kingdom’s withdrawal from the European Union on the global economy, and on our business in particular, will depend on agreements the United Kingdom makes to retain access to European Union markets both during a transitional period and more permanently. Brexit could impair the ability of our operations in the European Union to transact business in the future in the United Kingdom, as well as the ability of our U.K. operations to transact business in the future in the European Union. If the United Kingdom and the European Union are unable to negotiate acceptable withdrawal terms or if other European Union member states pursue withdrawal, barrier-free access between the United Kingdom and other European Union member states or among the European Economic Area overall could be diminished or eliminated.

Brexit is likely to continue to adversely affect European and worldwide economic conditions, and may contribute to greater instability in the global financial markets. Among other things, Brexit could reduce consumer spending in the United Kingdom and the European Union, which could result in decreased demand for

our products. Similarly, housing sales and home values in the United Kingdom and in the European Union could be negatively impacted and Brexit could also influence foreign currency exchange rates. For the year ended December 31, 2015, we derived 5% of our net revenues from our operations in the United Kingdom, and we have moved our European headquarters to the United Kingdom. As a result, the effects of Brexit could inhibit the growth of our business and have a material adverse effect on our business, financial condition, and results of operations.

Exchange rate fluctuations may impact our business, financial condition, and results of operations.

Our operations expose us to both transaction and translation exchange rate risks. In the year ended December 31, 2015, 49% of our net revenues came from sales outside of the United States, and we anticipate that our operations outside of the United States will continue to represent a significant portion of our net revenues for the foreseeable future. In addition, the nature of our operations often requires that we incur expenses in currencies other than those in which we earn revenue. Because of the mismatch between revenues and expenses, we are exposed to significant currency exchange rate risk and we may not be successful in achieving balances in currencies throughout our operations. In addition, if the effective price of our products were to increase as a result of fluctuations in foreign currency exchange rates, demand for our products could decline, which could adversely affect our business, financial condition, and results of operations. Also, because our financial statements are presented in U.S. dollars, we must translate the financial statements of our foreign subsidiaries and affiliates into U.S. dollars at exchange rates in effect during or at the end of each reporting period, and increases or decreases in the value of the U.S. dollar against other major currencies will affect our reported financial results, including the amount of our outstanding indebtedness. Unfavorable exchange rates had a negative impact of 8% on our consolidated net revenues in the year ended December 31, 2015 as compared to the year ended December 31, 2014. We cannot assure you that fluctuations in foreign currency exchange rates, particularly the strengthening of the U.S. dollar against major currencies, such as the Euro, the Australian dollar, the Canadian dollar, or the currencies of large developing countries, would not materially adversely affect our business, financial condition, and results of operations.

A disruption in our operations due to natural disasters or acts of war could have a material adverse effect on our business, financial condition, and results of operations.

We operate facilities worldwide. Many of our facilities are located in areas that are vulnerable to hurricanes, earthquakes, and other natural disasters. In the event that a hurricane, earthquake, natural disaster, fire, or other catastrophic event were to interrupt our operations for any extended period of time, it could delay shipment of merchandise to our customers, damage our reputation, or otherwise have a material adverse effect on our business, financial condition, and results of operations.

In addition, our operations may be interrupted by terrorist attacks or other acts of violence or war. These attacks may directly impact our suppliers’ or customers’ physical facilities. Furthermore, these attacks may make travel and the transportation of our supplies and products more difficult and more expensive and ultimately have a material adverse effect our business, financial condition, and results of operations. The United States has entered into armed conflicts, which could have an impact on our sales and our ability to deliver product to our customers. Political and economic instability in some regions of the world may also negatively impact the global economy and, therefore, our business. The consequences of any of these armed conflicts are unpredictable, and we may not be able to foresee events that could have an adverse effect on our business or your investment. More generally, any of these events could cause consumer confidence and spending to decrease or result in increased volatility in the worldwide financial markets. They could also result in economic recessions. Any of these occurrences could have a material adverse effect on our business, financial condition, and results of operations.

Manufacturing realignments and cost savings programs may result in a decrease in our short-term earnings.

We continually review our manufacturing operations. Effects of periodic manufacturing realignments and cost savings programs have in the past and could in the future result in a decrease in our short-term earnings until

the expected results are achieved. Such programs may include the consolidation, integration, and upgrading of facilities, functions, systems, and procedures. Such programs involve substantial planning, often require capital investments, and may result in charges for fixed asset impairments or obsolescence and substantial severance costs. We also cannot assure you we will achieve all of our cost savings. Our ability to achieve cost savings and other benefits within expected time frames is subject to many estimates and assumptions. These estimates and assumptions are subject to significant economic, competitive, and other uncertainties, some of which are beyond our control. If these estimates and assumptions are incorrect, if we experience delays, or if other unforeseen events occur, our business, financial condition, and results of operations could be materially and adversely affected.

We are highly dependent on information technology, the disruption of which could significantly impede our ability to do business.

Our operations depend on our network of information technology systems, which are vulnerable to damage from hardware failure, fire, power loss, telecommunications failure, and impacts of terrorism, natural disasters, or other disasters. We rely on our information technology systems to accurately maintain books and records, record transactions, provide information to management and prepare our financial statements. We may not have sufficient redundant operations to cover a loss or failure in a timely manner. Any damage to our information technology systems could cause interruptions to our operations that materially adversely affect our ability to meet customers’ requirements, resulting in an adverse impact to our business, financial condition, and results of operations. Periodically, these systems need to be expanded, updated, or upgraded as our business needs change. We may not be able to successfully implement changes in our information technology systems without experiencing difficulties, which could require significant financial and human resources. Moreover, our increasing dependence on technology may exacerbate this risk.

We anticipate implementing a new Enterprise Resource Planning system in the future as part of our ongoing technology and process improvements. If this new system proves ineffective, we may be unable to timely or accurately prepare financial reports, make payments to our suppliers and employees, or invoice and collect from our customers.

We anticipate implementing a new Enterprise Resource Planning, or “ERP”, system in the future as part of our ongoing technology and process improvements. This ERP system will provide a standardized method of accounting for, among other things, order entry and inventory and should enhance our ability to implement our strategic initiatives. Any delay in the implementation, or disruption in the upgrade, of this system could adversely affect our ability to timely and accurately report financial information, including the filing of our quarterly or annual reports with the SEC. Such delay or disruption could also impact our ability to timely or accurately make payments to our suppliers and employees, and could also inhibit our ability to invoice and collect from our customers. Data integrity problems or other issues may be discovered which, if not corrected, could impact our business or financial results. In addition, we may experience periodic or prolonged disruption of our financial functions arising out of this conversion, general use of such systems, other periodic upgrades or updates, or other external factors that are outside of our control. If we encounter unforeseen problems with our financial system or related systems and infrastructure, our business, operations, and financial systems could be adversely affected. We may also need to implement additional systems or transition to other new systems that require further expenditures in order to function effectively as a public company. There can be no assurance that our implementation of additional systems or transition to new systems will be successful, or that such implementation or transition will not present unforeseen costs or demands on our management.

Our systems and IT infrastructure may be subject to security breaches and other cyber security incidents.

We rely on the accuracy, capacity, and security of our IT systems, some of which are managed or hosted by third parties, and the sale of our products may involve the transmission and/or storage of data, including in certain instances customers’ business and personally identifiable information. Maintaining the security of

computers, computer networks, and data storage resources is a critical issue for us and our customers, as security breaches could result in vulnerabilities and loss of and/or unauthorized access to confidential information. We may face attempts by experienced hackers, cybercriminals, or others with authorized access to our systems to misappropriate our proprietary information and technology, interrupt our business, and/or gain unauthorized access to confidential information. The reliability and security of our information technology infrastructure and software, and our ability to expand and continually update technologies in response to our changing needs is critical to our business. To the extent that any disruptions or security breaches result in a loss or damage to our data, it could cause harm to our reputation or brand. This could lead some customers to stop purchasing our products and reduce or delay future purchases of our products or use competing products. In addition, we could face enforcement actions by U.S. states, the U.S. federal government, or foreign governments, which could result in fines, penalties, and/or other liabilities and which may cause us to incur legal fees and costs, and/or additional costs associated with responding to the cyberattack. Increased regulation regarding cyber security may increase our costs of compliance, including fines and penalties, as well as costs of cyber security audits. Any of these actions could materially adversely impact our business and results of operations. We do not currently have a specific insurance policy insuring us against losses caused by a cyberattack, however we are considering purchasing such a policy in the future.

We have invested in industry-appropriate protections and monitoring practices for our data and information technology to reduce these risks and continue to monitor our systems on an ongoing basis for any current or potential threats. While we have not experienced any material breaches in security in our recent history, there can be no assurance that our efforts will prevent breakdowns or breaches to databases or systems that could have a material adverse effect on our business, financial condition, and results of operations.

Increases in labor costs, potential labor disputes, and work stoppages at our facilities or the facilities of our suppliers could have a material adverse effect on our business, financial condition, and results of operations.

Our financial performance is affected by the availability of qualified personnel and the cost of labor. As of September 24, 2016, we had approximately 20,800 employees worldwide, including approximately 10,930 employees in the United States and Canada. Approximately 1,100, or 10%, of our employees in the United States and Canada are unionized workers, and the majority of our workforce in other countries belong to work councils or are otherwise subject to labor agreements. United States and Canadian employees represented by these unions are subject to collective bargaining agreements that are subject to periodic negotiation and renewal. If we are unable to enter into new, satisfactory labor agreements with our unionized employees upon expiration of their agreements, we could experience a significant disruption of our operations, which could cause us to be unable to deliver products to customers on a timely basis. Such disruptions could result in a loss of business and an increase in our operating expenses, which could reduce our net revenues and profit margins. In addition, our non-unionized labor force may become subject to labor union organizing efforts, which could cause us to incur additional labor costs and increase the related risks that we now face.

We believe many of our direct and indirect suppliers also have unionized workforces. Strikes, work stoppages, or slowdowns experienced by suppliers could result in slowdowns or closures of facilities where components of our products are manufactured or delivered. Any interruption in the production or delivery of these components could reduce sales, increase costs, and have a material adverse effect on us.

Changes in building codes and standards (including ENERGY STAR standards) could increase the cost of our products, lower the demand for our windows and doors, or otherwise adversely affect our business.

Our products and markets are subject to extensive and complex local, state, federal, and foreign statutes, ordinances, rules, and regulations. These mandates, including building design and safety and construction standards and zoning requirements, affect the cost, selection, and quality requirements of building components like windows and doors.

These statutes, ordinances, rules, and regulations often provide broad discretion to governmental authorities as to the types and quality specifications of products used in new residential and non-residential construction and home renovations and improvement projects, and different governmental authorities can impose different standards. Compliance with these standards and changes in such statutes, ordinances, rules, and regulations may increase the costs of manufacturing our products or may reduce the demand for certain of our products in the affected geographical areas or product markets. Conversely, a decrease in product safety standards could reduce demand for our more modern products if less expensive alternatives that did not meet higher standards became available for use in that market. All or any of these changes could have a material adverse effect on our business, financial condition, and results of operations.

In addition, in order for our products to obtain the “ENERGY STAR” label, they must meet certain requirements set by the U.S. Environmental Protection Agency, or “EPA”. Changes in the energy efficiency requirements established by the EPA for the ENERGY STAR label could increase our costs, and a lapse in our ability to label our products as such or to comply with the new standards, may have a material adverse effect on our business, financial condition, and results of operations.

Domestic and foreign governmental regulations applicable to general business operations could increase the costs of operating our business and adversely affect our business.

We are subject to a variety of regulations from U.S. federal, state, and local governments, as well as foreign governmental authorities, relating to wage requirements, employee benefits, and other workplace matters. Changes in local minimum or living wage requirements, rights of employees to unionize, healthcare regulations, and other requirements relating to employee benefits could increase our labor costs, which would in turn increase our cost of doing business. In addition, our international operations are subject to laws applicable to foreign operations, trade protection measures, foreign labor relations, differing intellectual property rights, other legal and regulatory constraints, and currency regulations of the countries or regions in which we currently operate or where we may operate in the future. These factors may restrict the sales of, or increase costs of, manufacturing and selling our products.

We may be subject to significant compliance costs as well as liabilities under environmental, health, and safety laws and regulations.

Our past and present operations, assets, and products are subject to extensive environmental laws and regulations at the federal, state, and local level worldwide. These laws regulate, among other things, air emissions, the discharge or release of materials into the environment, the handling and disposal of wastes, remediation of contaminated sites, worker health and safety, and the impact of products on human health and safety and the environment. Under certain of these laws, liability for contaminated property may be imposed on current or former owners or operators of the property or on parties that generated or arranged for waste sent to the property for disposal. Liability under these laws may be joint and several and may be imposed without regard to fault or the legality of the activity giving rise to the contamination. Notwithstanding our compliance efforts we may still face material liability, limitations on our operations, fines, or penalties for violations of environmental, health, and safety laws and regulations, including releases of regulated materials and contamination by us or previous occupants at our current or former properties or at offsite disposal locations we use.

The applicable environmental, health, and safety laws and regulations, and any changes to them or in their enforcement, may require us to make material expenditures with respect to ongoing compliance with or remediation under these laws and regulations or require that we modify our products or processes in a manner that increases our costs and/or reduces our profitability. For example, additional pollution control equipment, process changes, or other environmental control measures may be needed at some of our facilities to meet future requirements. In addition, discovery of currently unknown or unanticipated soil or groundwater conditions at our properties could result in significant liabilities and costs. Accordingly, we are unable to predict the exact future costs of compliance with or liability under environmental, health, and safety laws and regulations.

We may be subject to significant compliance costs with respect to legislative and regulatory proposals to restrict emissions of greenhouse gasses, or “GHGs”.

Various legislative, regulatory, and inter-governmental proposals to restrict emissions of greenhouse gasses, or GHGs, such as CO ₂ , are under consideration in governmental legislative bodies and regulators in the jurisdictions where we operate. In particular, the EPA has proposed regulations to reduce GHG emissions from new and existing power plants. These regulations, commonly referred to as the Clean Power Plan, require states to develop strategies to reduce GHG emissions within the states that may include reductions at other sources in addition to electric utilities. Some of our manufacturing facilities operate boilers or other process equipment that emit GHGs. In addition, many nations, including jurisdictions in which we operate, have committed to limiting emissions of GHGs worldwide, most recently through an agreement reached in Paris in December 2015 at the 21 ^st Conference of the Parties to the United Nations Framework Convention on Climate Change. The Paris agreement sets out a new process for achieving global GHG reductions. Such regulatory and global initiatives may require us to modify our operating procedures or production levels, incur capital expenditures, change fuel sources, or take other actions that may adversely affect our financial results. However, given the high degree of uncertainty about the ultimate parameters of any such regulatory or global initiative, and because proposals like the Clean Power Plan are currently subject to legal challenges, we cannot predict at this time the ultimate impact of such initiatives on our operations or financial results.

A significant portion of our GHG emissions are from biomass-fired boilers. Biogenic CO ₂ is generally considered carbon neutral. In November 2014, the EPA released its Framework for Assessing Biogenic CO ₂ Emissions From Stationary Sources along with an accompanying memo that generally supports carbon neutrality for biomass combustion, but left open the possibility that it may not always be characterized as carbon neutral. This action leaves considerable uncertainty as to the future regulatory treatment of biogenic CO ₂ and the treatment of such GHG in the states in which we operate. The proposed Clean Power Plan also allows states to determine how biogenic CO ₂ will be characterized, so we could see state-to-state differences.

Certain of our purchased raw materials, including vinyl and resins derived from petroleum products, are also subject to significant regulation regarding production, processing, and sales. Increasing regulations to reduce GHG emissions are expected to increase energy costs, increase price volatility for petroleum, and reduce petroleum production levels, which in turn could impact the prices of those raw materials. In addition, laws and regulations relating to forestry practices limit the volume and manner of harvesting timber to mitigate environmental impacts such as deforestation, soil erosion, damage to riparian areas, and greenhouse gas levels. The extent of these regulations and related compliance costs has grown in recent years and will increase our materials costs and may increase other aspects of our production costs.

Changes to legislative and regulatory policies that currently promote home ownership may have a material adverse effect on our business, financial condition, and results of operations.

Our markets are also affected by legislative and regulatory policies, such as U.S. tax rules allowing for deductions of mortgage interest and the mandate of government-sponsored entities like Freddie Mac and Fannie Mae to promote home ownership through mortgage guarantees on certain types of home loans. In the United States, as part of a housing reform initiative, proposals have been made at the federal government level to reduce or abolish certain tax benefits relating to home ownership and to dismantle government-sponsored mortgage insurance agencies. Any change to those policies may adversely impact demand for our products and have a material adverse effect on our business, financial condition, and results of operations.

Lack of transparency, threat of fraud, public sector corruption, and other forms of criminal activity involving government officials increases the risk of potential liability under anti-bribery or anti-fraud legislation, including the United States Foreign Corrupt Practices Act, the U.K. Bribery Act, and similar laws and regulations.

We operate manufacturing facilities in 19 countries and sell our products in approximately 82 countries around the world. As a result of these international operations, we may enter from time to time into negotiations

and contractual arrangements with parties affiliated with foreign governments and their officials in the ordinary course of business. In connection with these activities, we may be subject to anti-corruption laws in various jurisdictions, including the United States Foreign Corrupt Practices Act, or the FCPA, the U.K. Bribery Act and other anti-bribery laws applicable to jurisdictions where we do business that prohibit improper payments or offers of payments to foreign governments and their officials and political parties for the purpose of obtaining or retaining business, or otherwise receiving discretionary favorable treatment of any kind, and require the maintenance of internal controls to prevent such payments. In particular, we may be held liable for actions taken by agents in foreign countries where we operate, even though such parties are not always subject to our control. We have established anti-bribery policies and procedures and offer several channels for raising concerns in an effort to comply with the laws and regulations applicable to us. However, there can be no assurance that our policies and procedures will effectively prevent us from violating these laws and regulations in every transaction in which we may engage. Any determination that we have violated the FCPA or other anti-bribery laws (whether directly or through acts of others, intentionally or through inadvertence) could result in sanctions that could have a material adverse effect on our business, financial condition, and results of operations.

As we continue to expand our business globally, including through foreign acquisitions, we may have difficulty anticipating and effectively managing these and other risks that our international operations may face, which may adversely impact our business outside of the United States and our financial condition and results of operations. In addition, any acquisition of businesses with operations outside of the United States may exacerbate this risk.

We may be the subject of product liability claims or product recalls and we may not accurately estimate costs related to warranty claims. Expenses associated with product liability claims and lawsuits and related negative publicity or warranty claims in excess of our reserves could have a material adverse effect on our business, financial condition, and results of operations.

Our products are used in a wide variety of residential, non-residential, and architectural applications. We face the risk of exposure to product liability or other claims, including class action lawsuits, in the event our products are alleged to be defective or have resulted in harm to others or to property. We may in the future incur liability if product liability lawsuits against us are successful. Moreover, any such lawsuits, whether or not successful, could result in adverse publicity to us, which could cause our sales to decline materially. In addition, it may be necessary for us to recall defective products, which would also result in adverse publicity, as well as resulting in costs connected to the recall and loss of sales. We maintain insurance coverage to protect us against product liability claims, but that coverage may not be adequate to cover all claims that may arise or we may not be able to maintain adequate insurance coverage in the future at an acceptable cost. Any liability not covered by insurance could have a material adverse effect on our business, financial condition, and results of operations.

In addition, consistent with industry practice, we provide warranties on many of our products and we may experience costs associated with warranty claims if our products have defects in manufacture or design or they do not meet contractual specifications. We estimate our future warranty costs based on historical trends and product sales, but we may fail to accurately estimate those costs and thereby fail to establish adequate warranty reserves for them. If warranty claims exceed our estimates, it may have a material adverse effect on our business, financial condition, and results of operations.

We may be unable to protect our intellectual property, and we may face claims of intellectual property infringement.

We rely on a combination of patent, copyright, trademark, and trade secret laws, as well as confidentiality agreements and other contractual commitments, to protect our intellectual property rights. However, these measures may not be adequate or sufficient. In addition, our competitors may develop similar technologies and know-how without violating our intellectual property rights. Furthermore, the laws of foreign countries may not protect our intellectual property rights to the same extent as the laws of the United States. The failure to obtain

worldwide patent and trademark protection may result in other companies copying and marketing products based on our technologies or under brand or trade names similar to ours outside the jurisdictions in which we are protected. This could impede our growth in existing regions, create confusion among consumers, and result in a greater supply of similar products that could erode prices for our protected products.

Litigation may be necessary to protect our intellectual property rights. Intellectual property litigation can result in substantial costs, could distract our management, and could impinge upon other resources. Our failure to enforce and protect our intellectual property rights may cause us to lose brand recognition and result in a decrease in sales of our products.

Moreover, while we are not aware that any of our products or brands infringes upon the proprietary rights of others, third parties may make such claims in the future. Any infringement claims, regardless of merit, could be time-consuming and result in costly litigation or damages, undermine the exclusivity and value of our brands, decrease sales, or require us to enter into royalty or licensing agreements that may not be on acceptable terms and that could have a material adverse effect on our business, financial condition, and results of operations.

Our business will suffer if certain key officers or employees discontinue employment with us or if we are unable to recruit and retain highly skilled staff at a competitive cost.

The success of our business depends upon the skills, experience, and efforts of our key officers and employees. In recent years, we have hired a large number of key executives who have and will continue to be integral in the continuing transformation of our business. The loss of key personnel could have a material adverse effect on our business, financial condition, and results of operations. We do not maintain key-man life insurance policies on any members of management. Our business also depends on our ability to continue to recruit, train, and retain skilled employees, particularly skilled sales personnel. The loss of the services of any key personnel, or our inability to hire new personnel with the requisite skills, could impair our ability to develop new products or enhance existing products, sell products to our customers or manage our business effectively. Should we lose the services of any member of our senior management team, our board of directors would have to conduct a search for a qualified replacement. This search may be prolonged, and we may not be able to locate and hire a qualified replacement. A significant increase in the wages paid by competing employers could result in a reduction of our qualified labor force, increases in the wage rates that we must pay, or both.

Our pension plan obligations are currently underfunded, and we may have to make significant cash payments to these plans, which would reduce the cash available for our businesses.

While we have closed our U.S. pension plan to new participants and have frozen future benefit accruals for current participants, we continue to have unfunded obligations under that plan. The funded levels of our pension plan depend upon many factors, including returns on invested assets, certain market interest rates, and the discount rate used to determine pension obligations. The projected benefit obligation and unfunded liability included in our consolidated financial statements as of December 31, 2015 for our U.S. pension plan were approximately $392.5 million and $99.4 million, respectively. Unfavorable returns on the plan assets or unfavorable changes in applicable laws or regulations could materially change the timing and amount of required plan funding, which would reduce the cash available for our operations. In addition, a decrease in the discount rate used to determine pension obligations could increase the estimated value of our pension obligations, which would affect the reported funding status of our pension plans and would require us to increase the amounts of future contributions. Additionally, we have foreign defined benefit plans, some of which continue to be open to new participants. As of December 31, 2015, our foreign defined benefit plans had unfunded pension liabilities of approximately $16.0 million.

Under the Employee Retirement Income Security Act of 1974, as amended, or ERISA, the U.S. Pension Benefit Guaranty Corporation, or the PBGC, also has the authority to terminate an underfunded tax-qualified U.S. pension plan under certain circumstances. In the event our tax-qualified U.S. pension plans were terminated

by the PBGC, we could be liable to the PBGC for an amount that exceeds the underfunding disclosed in our consolidated financial statements. In addition, because our U.S. pension plan has unfunded obligations, if we have a substantial cessation of operations at a U.S. facility and, as a result of such cessation of operations an event under ERISA Section 4062(e) is triggered, additional liabilities that exceed the amounts disclosed in our consolidated financial statements could arise, including an obligation for us to provide additional contributions or alternative security for a period of time after such an event occurs. Any such action could have a material adverse effect on our business, financial condition, and results of operations.

Changes in accounting standards and subjective assumptions, estimates, and judgments by management related to complex accounting matters could significantly affect our financial results or financial condition.

Generally accepted accounting principles and related accounting pronouncements, implementation guidelines and interpretations with regard to a wide range of matters that are relevant to our business, such as revenue recognition, asset impairment, impairment of goodwill and other intangible assets, inventories, lease obligations, self-insurance, tax matters, and litigation, are highly complex and involve many subjective assumptions, estimates, and judgments. Changes in these rules or their interpretation or changes in underlying assumptions, estimates, or judgments could significantly change our reported results.

Our pro forma financial information may not be representative of our future performance.

In preparing the unaudited pro forma consolidated financial information included in this prospectus, we have made adjustments to our historical financial information based upon currently available information and upon assumptions that our management believes are reasonable in order to reflect, on a pro forma basis, the impact of the Share Recapitalization and our issuance of shares of common stock in this offering and use of proceeds thereof. The unaudited pro forma consolidated financial information included in this prospectus does not give effect to any events other than those described in the unaudited pro forma consolidated financial information. The estimates and assumptions used in the calculation of the unaudited pro forma consolidated financial information in this prospectus may be materially different from our actual experience.

Risks Relating to our Indebtedness

Our indebtedness could adversely affect our financial flexibility and our competitive position.

We are a highly leveraged company. As of September 24, 2016, we had $1,239.8 million of term loans outstanding under the Term Loan Facility and no revolving borrowings outstanding under the ABL Facility. After giving effect to $50.4 million of letters of credit outstanding under the ABL Facility, we had $211.3 million available for borrowing under the ABL Facility. As of September 24, 2016, we had AUD $34.0 million ($25.9 million) available and no borrowings outstanding under the Australia Senior Secured Credit Facility and €37.9 million ($42.4 million) available, after giving effect to €1.1 million ($1.3 million) of guarantees and letters of credit outstanding, and less than €0.1 million ($0.1 million) in borrowings outstanding under the Euro Revolving Facility. We borrowed an additional $375 million under the Term Loan Facility on November 1, 2016 and we used approximately $35 million in available cash and borrowings under the ABL Facility to fund the payments made in connection with the 2016 Dividend Transactions. Based on the amount of indebtedness outstanding on September 24, 2016, the interest rates in effect on such date, and assuming that all of the hedging agreements that became effective or are scheduled to become effective in 2016 were already in effect on January 1, 2016, we estimate our 2016 cash interest expense would be approximately $73.8 million. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Lines of Credit and Long-Term Debt—Interest Rate Swaps” for a description of when our various hedging agreements become effective.

Our level of indebtedness increases the risk that we may be unable to generate cash sufficient to pay amounts due in respect of our indebtedness and could have other material consequences, including:

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limiting our ability to obtain financing in the future for working capital, capital expenditures, acquisitions, debt service, or other general corporate purposes;

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requiring us to use a substantial portion of our available cash flow to service our debt, which will reduce the amount of cash flow available for working capital, capital expenditures, acquisitions, and other general corporate purposes;

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increasing our vulnerability to general economic downturns and adverse industry conditions;

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limiting our flexibility in planning for, or reacting to, changes in our business and in our industry in general;

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limiting our ability to invest in and develop new products;

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placing us at a competitive disadvantage compared to our competitors that are not as highly leveraged, as we may be less capable of responding to adverse economic conditions, general economic downturns, and adverse industry conditions;

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restricting the way we conduct our business because of financial and operating covenants in the agreements governing our existing and future indebtedness;

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increasing the risk of our failing to satisfy our obligations with respect to borrowings outstanding under our Credit Facilities and/or being able to comply with the financial and operating covenants contained in our debt instruments, which could result in an event of default under the credit agreements governing our Credit Facilities and the agreements governing our other debt that, if not cured or waived, could have a material adverse effect on our business, financial condition, and results of operations; and

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increasing our cost of borrowing.

The credit agreements governing our Credit Facilities impose significant operating and financial restrictions on us that may prevent us from capitalizing on business opportunities.

The credit agreements governing our Credit Facilities impose significant operating and financial restrictions on us. These restrictions limit our ability, among other things, to:

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incur additional indebtedness;

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make certain loans or investments or restricted payments, including dividends to our stockholders;

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repurchase or redeem capital stock;

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engage in transactions with affiliates;

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sell certain assets (including stock of subsidiaries) or merge with or into other companies;

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guarantee indebtedness; and

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create or incur liens.

Under the terms of the ABL Facility, we will at times be required to comply with a specified fixed charge coverage ratio when the amount of certain unrestricted cash balances of the U.S. and Canadian loan parties plus the amount available for borrowing by the U.S. borrowers and Canadian borrowers is less than a specified amount. The Australia Senior Secured Credit Facility and the Euro Revolving Facility also contain financial maintenance covenants. Our ability to meet the specified covenants could be affected by events beyond our control, and our failure to meet these covenants will result in an event of default as defined in the applicable facility.

In addition, our ability to borrow under the ABL Facility is limited by the amount of the borrowing base applicable to U.S. dollar and Canadian dollar borrowings. Any negative impact on the elements of our borrowing base, such as eligible accounts receivable and inventory, will reduce our borrowing capacity under the ABL Facility. Moreover, the ABL Facility provides discretion to the agent bank acting on behalf of the lenders to impose additional requirements on what accounts receivable and inventory may be counted towards the

borrowing base availability and to impose other reserves, which could materially impair the amount of borrowings that would otherwise be available to us. There can be no assurance that the agent bank will not impose such reserves or, were it to do so, that the resulting impact of this action would not materially and adversely impair our liquidity.

As a result of these covenants and restrictions, we are limited in how we conduct our business, and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities or engage in other activities that may be in our long-term best interests. The terms of any future indebtedness we may incur could include more restrictive covenants. We cannot assure you that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, we may be unable to obtain waivers from the lenders or amend the covenants.

Our failure to comply with the credit agreements governing our Credit Facilities, including as a result of events beyond our control, could trigger events of default and acceleration of our indebtedness. Defaults under our debt agreements could have a material adverse effect on our business, financial condition, and results of operations.

If there were an event of default under the credit agreements governing our Credit Facilities, or other indebtedness that we may incur, the holders of the defaulted indebtedness could cause all amounts outstanding with respect to that indebtedness to be immediately due and payable. It is likely that our cash flows would not be sufficient to fully repay borrowings under our Credit Facilities, if accelerated upon an event of default. If we are unable to repay, refinance, or restructure our secured debt, the holders of such indebtedness may proceed against the collateral securing that indebtedness.

Furthermore, any event of default or declaration of acceleration under one debt instrument may also result in an event of default under one or more of our other debt instruments. In exacerbated or prolonged circumstances, one or more of these events could result in our bankruptcy or liquidation. Accordingly, any default by us on our debt could have a material adverse effect on our business, financial condition, and results of operations.

We require a significant amount of liquidity to fund our operations, and borrowing has increased our vulnerability to negative unforeseen events.

Our liquidity needs vary throughout the year. If our business experiences materially negative unforeseen events, we may be unable to generate sufficient cash flow from operations to fund our needs or maintain sufficient liquidity to operate and remain in compliance with our debt covenants, which could result in reduced or delayed purchases of raw materials, planned capital expenditures and other investments and adversely affect our financial condition or results of operations. Our ability to borrow under the ABL Facility may be limited due to decreases in the borrowing base as described above.

Despite our current debt levels, we may incur substantially more indebtedness. This could further exacerbate the risks associated with our substantial leverage.

We may incur substantial additional indebtedness in the future. Although the covenants under the credit agreements governing our Credit Facilities provide certain restrictions on our ability to incur additional debt, the terms of such credit agreements permit us to incur significant additional indebtedness. To the extent that we incur additional indebtedness, the risk associated with our substantial indebtedness described above, including our possible inability to service our indebtedness, will increase.

Risks Related to this Offering and Ownership of Our Common Stock

There is no existing market for our common stock, and we do not know if one will develop to provide you with adequate liquidity to sell our common stock at prices equal to or greater than the price you paid in this offering.

Prior to this offering, there has not been a public market for our common stock. Although we intend to apply to list our common stock on the New York Stock Exchange, if an active trading market for our common stock does not develop following this offering, you may not be able to sell your shares quickly or above the initial public offering price. The initial public offering price for the shares will be determined by negotiations between us and representatives of the underwriters and may not be indicative of prices that will prevail in the trading market, and the value of our common stock may decrease from the initial public offering price.

The market price of our common stock may be highly volatile, and you may not be able to resell your shares at or above the initial public offering price.

The trading price of our common stock could be volatile, and you can lose all or part of your investment. The following factors, in addition to other factors described in this “Risk Factors” section and elsewhere in this prospectus, may have a significant impact on the market price of our common stock:

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negative trends in global economic conditions and/or activity levels in our end markets;

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increases in interest rates used to finance home construction and improvements;

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our ability to compete effectively against our competitors;

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changes in consumer needs, expectations, or trends;

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our ability to maintain our relationships with key customers;

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our ability to implement our business strategy;

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our ability to complete and integrate new acquisitions;

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variations in the prices of raw materials used to manufacture our products;

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adverse changes in building codes and standards or governmental regulations applicable to general business operations;

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product liability claims or product recalls;

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any legal actions in which we may become involved, including disputes relating to our intellectual property;

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our ability to recruit and retain highly skilled staff;

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actual or anticipated fluctuations in our quarterly or annual operating results;

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trading volume of our common stock;

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sales of our common stock by us, our executive officers and directors, or our stockholders (including certain affiliates of Onex) in the future; and

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general economic and market conditions and overall fluctuations in the U.S. equity markets.

In addition, broad market and industry factors may negatively affect the market price of our common stock, regardless of our actual operating performance, and factors beyond our control may cause our stock price to decline rapidly and unexpectedly. Furthermore, the stock market has experienced extreme volatility that, in some cases, has been unrelated or disproportionate to the operating performance of particular companies.

We may be subject to securities litigation, which is expensive and could divert management attention.

Our share price may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on our business, financial condition, and results of operations. Any adverse determination in litigation could also subject us to significant liabilities.

Because Onex controls the majority of our common stock, it may control all major corporate decisions and its interests may conflict with the interests of other holders of our common stock.

Upon completion of this offering, Onex will beneficially own approximately shares of our common stock representing % of our outstanding common stock (or % if the underwriters exercise their option to purchase additional shares in full). Accordingly, for so long as Onex continues to hold the majority of our common stock, Onex will be able to influence or control matters requiring approval by our stockholders and/or our board of directors, including the election of directors and the approval of business combinations or dispositions and other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. The concentration of ownership may have the effect of delaying, preventing, or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and may materially and adversely affect the market price of our common stock. In addition, Onex may in the future own businesses that directly compete with ours. Further, for so long as Onex owns at least 5% of our outstanding common stock (calculated on an as-converted, fully diluted basis), Onex has the right to purchase its pro rata portion of the primary shares offered in any future public offering. This right could result in Onex continuing to maintain its majority ownership of our common stock. See “Prospectus Summary—Our Sponsor” and “Certain Relationships and Related Party Transactions”.

Our directors who have relationships with Onex may have conflicts of interest with respect to matters involving our Company.

Following this offering, two of our ten directors will be affiliated with Onex. These persons will have fiduciary duties to both us and Onex. As a result, they may have real or apparent conflicts of interest on matters affecting both us and Onex, which in some circumstances may have interests adverse to ours. Onex is in the business of making or advising on investments in companies and may hold, and may from time to time in the future acquire, interests in, or provide advice to, businesses that directly or indirectly compete with certain portions of our business or that are suppliers or customers of ours. In addition, as a result of Onex’ ownership interest, conflicts of interest could arise with respect to transactions involving business dealings between us and Onex including potential acquisitions of businesses or properties, the issuance of additional securities, the payment of dividends by us, and other matters.

In addition, as described below under “Description of Capital Stock”, our amended and restated certificate of incorporation will provide that the doctrine of “corporate opportunity” will not apply with respect to us, to Onex or certain related parties or any of our directors who are employees of Onex or its affiliates in a manner that would prohibit them from investing in competing businesses or doing business with our customers. To the extent they invest in such other businesses, Onex may have differing interests than our other stockholders.

We are a “controlled company” within the meaning of the rules of the New York Stock Exchange and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements.

Following the consummation of this offering, we expect that Onex will continue to own the majority of our outstanding common stock. As a result, we expect to be a “controlled company” within the meaning of the New York Stock Exchange corporate governance standards. A company of which more than 50% of the voting

power is held by an individual, a group or another company is a “controlled company” within the meaning of the rules of the New York Stock Exchange and may elect not to comply with certain corporate governance requirements of the New York Stock Exchange, including:

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the requirement that a majority of our board consist of independent directors;

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the requirement that we have a nominating/corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

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the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

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the requirement for an annual performance evaluation of the governance and nominating committee and compensation committee.

Following this offering, we intend to rely on all of the exemptions listed above. Accordingly, we will not have a majority of independent directors and our governance and nominating and compensation committees will not consist entirely of independent directors. The independence standards are intended to ensure that directors who meet those standards are free of any conflicting interest that could influence their actions as directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the New York Stock Exchange.

In addition, on June 20, 2012, the SEC adopted Rule 10C-1 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, to implement provisions of the Dodd-Frank Act pertaining to compensation committee independence and the role and disclosure of compensation consultants and other advisers to the compensation committee. The national securities exchanges have since adopted amendments to their existing listing standards to comply with provisions of Rule 10C-1, and on January 11, 2013, the SEC approved such amendments. The amended listing standards require, among others, that

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compensation committees be composed of fully independent directors, as determined pursuant to new and existing independence requirements;

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compensation committees be explicitly charged with hiring and overseeing compensation consultants, legal counsel and other committee advisers; and

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compensation committees are required to consider, when engaging compensation consultants, legal counsel or other advisers, certain independence factors, including factors that examine the relationship between the consultant or adviser’s employer and us.

As a “controlled company”, we will not be subject to these compensation committee independence requirements.

The requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act and the New York Stock Exchange, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

As a public company, we will be subject to the reporting requirements of the Exchange Act and the corporate governance standards of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and the New York Stock Exchange and SEC rules and requirements. As a result, we will incur significant legal, regulatory, accounting, investor relations, and other costs that we did not incur as a private company. These requirements may also place a strain on our management, systems, and resources. The Exchange Act requires us to file annual, quarterly, and current reports with respect to our business and financial condition within specified time periods and to prepare proxy statements with respect to our annual meeting of shareholders. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial

reporting. The New York Stock Exchange will require that we comply with various corporate governance requirements. To maintain and improve the effectiveness of our disclosure controls and procedures and internal controls over financial reporting and comply with the Exchange Act and New York Stock Exchange requirements, significant resources and management oversight will be required. As a public company we will be required to:

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create or expand the roles and duties of our board of directors and committees of the board;

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institute more formal comprehensive financial reporting and disclosure compliance functions;

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supplement our internal accounting and auditing function;

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enhance and formalize closing procedures for our accounting periods;

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enhance our investor relations function;

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establish new or enhanced internal policies, including those relating to disclosure controls and procedures; and

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involve and retain to a greater degree outside counsel and accountants in the activities listed above.

These activities may divert management’s attention from revenue producing activities to management and administrative oversight. Any of the foregoing could have a material adverse effect on us and the price of our common stock. In addition, failure to comply with any laws or regulations applicable to us as a public company may result in legal proceedings and/or regulatory investigations.

Material weaknesses in our internal control over financial reporting or our failure to remediate such material weaknesses could result in a violation of Section 404 of the Sarbanes-Oxley Act, or in a material misstatement in our financial statements not being prevented or detected, and could affect investor confidence in the accuracy and completeness of our financial statements, as well as our common stock price.

After this offering, we will be required to comply with Section 404 of the Sarbanes-Oxley Act. Though we will be required to disclose changes made in our internal control over financial reporting on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act (including an auditor attestation on management’s internal controls report) until our second annual report on Form 10-K is filed with the SEC. If we fail to abide by the requirements of Section 404 at the time of our second annual report on Form 10-K, regulatory authorities, such as the SEC, might subject us to sanctions or investigation, and our independent registered public accounting firm may not be able to certify as to the effectiveness of our internal control over financial reporting pursuant to an audit of our controls. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. Accordingly, our internal control over financial reporting may not prevent or detect misstatements because of their inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud.

During the preparation of our December 31, 2015 financial statements, we identified material weaknesses in our internal control over financial reporting. A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. During 2015, we restructured how we manage our Europe business, which led to turnover in the accounting staff of our Europe operations. In addition, our tax department had significant turnover during 2015, leaving the department with recently hired personnel who were unfamiliar with our year-end closing process, which resulted in our tax department being unable to complete its standard fiscal year close work in a timely manner. As a result, our staff did not have adequate time to properly review the information provided to our registered public accounting firm as part of the audit. Our registered public accounting firm identified numerous errors in the schedules and disclosures provided to them during the audit process. While such errors were rectified prior to the completion of the 2015 audit, and there were no material misstatements identified in our disclosures or financial statements

subsequent to year-end, management and our registered public accounting firm determined that (i) we did not operate controls to monitor the accuracy of income tax expense and related balance sheet accounts, including deferred income taxes, and (ii) we failed to operate controls to monitor the presentation and disclosure of income taxes. As a result of these material weaknesses, management determined that the ineffective controls over income tax accounting constituted material weaknesses and has begun the remediation process.

While we continue to address these material weaknesses and to strengthen our overall internal control over financial reporting, we may discover other material weaknesses going forward that could result in inaccurate reporting of our financial condition or results of operations. In addition, neither our management nor any independent registered public accounting firm has ever performed an evaluation of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act because no such evaluation has been required. Had we or our independent registered public accounting firm performed an evaluation of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act, additional material weaknesses may have been identified. Inadequate internal control over financial reporting may cause investors to lose confidence in our reported financial information. Any loss of confidence in the reliability of our financial statements or other negative reaction to our failure to develop timely or adequate disclosure controls and procedures or internal controls could result in a decline in the price of our common stock and may restrict access to the capital markets and may adversely affect the price of our common stock.

Investors purchasing common stock in this offering will experience immediate and substantial dilution.

If you purchase shares of our common stock in this offering, you will incur immediate and substantial dilution in the book value of your stock, because the price that you pay will be substantially greater than the net tangible book value per share of the shares you acquire. As a result, you will pay a price per share that substantially exceeds the book value of our assets after subtracting our liabilities. The net tangible deficit per share, calculated as of September 24, 2016 and after giving effect to the offering (assuming an initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus), is $ . Accordingly, investors purchasing common stock in this offering will experience immediate and substantial dilution of $ per share. In addition, we have outstanding options to acquire common stock at prices significantly below the initial public offering price, and when these outstanding options are ultimately exercised, there will be further dilution to investors in this offering. In addition, if the underwriters exercise their option to purchase additional shares, or if we issue additional equity securities in the future, investors purchasing common stock in this offering will experience additional dilution. As a result of this dilution, investors purchasing stock in this offering may receive significantly less than the purchase price paid in this offering in the event of liquidation. For more information, see “Dilution”.

Sales, or the potential sales, of shares of our common stock in the public market by us or our existing stockholders could cause our stock price to fall.

Sales of a substantial number of shares of our common stock in the public market after this offering could materially adversely affect the prevailing market price of our common stock. Upon completion of this offering, we will have shares of common stock outstanding. Of these securities, the shares of common stock offered pursuant to this offering will be freely tradable without restriction or further registration under federal securities laws, except to the extent shares are purchased in the offering by our affiliates. The shares of common stock owned by our officers, directors, and affiliates, as that term is defined in the Securities Act of 1933, as amended, or the Securities Act, are “restricted securities” under the Securities Act. Restricted securities may not be sold in the public market unless the sale is registered under the Securities Act or an exemption from registration is available.

In connection with this offering, we, each of our directors and executive officers, and Onex have entered into lock-up agreements that prevent the sale of shares of our common stock for up to 180 days after the date of this prospectus, subject to waiver by Barclays Capital Inc. and Citigroup Global Markets Inc. Following the

expiration of the lock-up period, Onex will have the right, subject to certain conditions, to require us to register the sale of these shares under the federal securities laws. If this right is exercised, holders of all shares subject to a registration rights agreement will be entitled to participate in such registration. By exercising their registration rights, and selling a large number of shares, these holders could cause the prevailing market price of our common stock to decline. Approximately shares of our common stock will be subject to a registration rights agreement upon completion of this offering. See “Shares Eligible For Future Sale”. In addition, shares issued or issuable upon exercise of options will be eligible for sale from time to time.

If a trading market develops for our common stock, our employees, officers, and directors may elect to sell shares of our common stock in the market. Sales of a substantial number of shares of our common stock in the public market after this offering could depress the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities.

The ESOP was designed as a tax-qualified retirement plan and employee stock ownership plan under the Code. Under this plan, participants whose employment with us or our subsidiaries is terminated are entitled to receive distributions of accounts held under the ESOP at specified times and in specified forms. In order to fund cash distributions, the ESOP may sell shares of our common stock from time to time. In the years ended December 31, 2015, 2014, and 2013, the ESOP sold approximately $12.1 million, $14.8 million, and $16.1 million, respectively, of our common stock to fund required distributions.

In the future, we may issue securities to raise cash for acquisitions or otherwise. We may also acquire interests in other companies by using a combination of cash and our common stock or just our common stock. We may also issue securities convertible into our common stock. Any of these events may dilute your ownership interest in our company and have an adverse impact on the price of our common stock.

Our management will have broad discretion in the use of the net proceeds from this offering and may allocate the net proceeds from this offering in ways that you and other stockholders may not approve.

Our management will have broad discretion in the use of the net proceeds, including for any of the purposes described in the section entitled “Use of Proceeds”, and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. We intend to use the net proceeds from this offering for general corporate purposes. We may fail to use these funds effectively to yield a significant return, or any return, on any investment of these net proceeds and we cannot assure you that the proceeds will be used in a manner which you and the other investors in this offering would approve. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing instruments and U.S. government securities. These investments may not yield a favorable return to our stockholders.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they adversely change their recommendations or publish negative reports regarding our business or our stock, our stock price and trading volume could decline .

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. We do not have any control over these analysts and we cannot provide any assurance that analysts will cover us or provide favorable coverage. If any of the analysts who may cover us adversely change their recommendation regarding our stock, or provide more favorable relative recommendations about our competitors, our stock price could decline. If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Because we do not intend to declare cash dividends on our shares of common stock in the foreseeable future, stockholders must rely on appreciation of the value of our common stock for any return on their investment .

We currently anticipate that we will retain future earnings for the development, operation, and expansion of our business and do not anticipate declaring or paying any cash dividends in the foreseeable future. In addition, the terms of our Credit Facilities and any future debt agreements may preclude us from paying dividends. As a result, we expect that only appreciation of the price of our common stock, if any, will provide a return to investors in this offering for the foreseeable future.

Some provisions of our charter documents and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our stockholders, and may prevent attempts by our stockholders to replace or remove our current management.

Provisions in our amended and restated certificate of incorporation and our amended and restated bylaws that will become effective following the closing of this offering, as well as provisions of the Delaware General Corporation Law, or DGCL, could make it more difficult for a third party to acquire us or increase the cost of acquiring us, even if doing so would benefit our stockholders, including transactions in which stockholders might otherwise receive a premium for their shares. Among other things, our amended and restated certificate of incorporation and amended and restated bylaws:

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divide our board of directors into three classes with staggered three-year terms;

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limit the ability of stockholders to remove directors only “for cause” if Onex ceases to own more than 50% of the voting power of all our outstanding common stock;

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provide that our board of directors is expressly authorized to adopt, alter, or repeal our bylaws;

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authorize the issuance of blank check preferred stock that our board of directors could issue to increase the number of outstanding shares and to discourage a takeover attempt;

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prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders, if Onex ceases to own more than 50% of the voting power of all our outstanding common stock;

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prohibit our stockholders from calling a special meeting of stockholders if Onex ceases to own more than 50% of the voting power of all our outstanding common stock;

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establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; and

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require the approval of holders of at least two-thirds of the outstanding shares of common stock to amend our bylaws and certain provisions of our certificate of incorporation if Onex ceases to own more than 50% of the voting power of all our outstanding common stock.

In addition, we expect to opt out of Section 203 of the DGCL, which, subject to some exceptions, prohibits business combinations between a Delaware corporation and an interested stockholder, which is generally defined as a stockholder who becomes a beneficial owner of 15% or more of a Delaware corporation’s voting stock for a three-year period following the date that the stockholder became an interested stockholder. At some time in the future, we may again be governed by Section 203. Section 203 could have the effect of delaying, deferring or preventing a change in control that our stockholders might consider to be in their best interests. See “Description of Capital Stock”.

These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take corporate actions other than those you desire.

Our amended and restated certificate of incorporation will provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated certificate of incorporation will provide, subject to limited exceptions, unless we consent to an alternative forum, that the Court of Chancery of the State of Delaware shall be the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.

Because we are a holding company with no operations of our own, we rely on dividends, distributions, and transfers of funds from our subsidiaries and we could be harmed if such distributions were not made in the future.

We are a holding company that conducts all of our operations through subsidiaries and the majority of our operating income is derived from our subsidiary JWI, our main operating subsidiary. Consequently, we rely on dividends or advances from our subsidiaries. We do not currently expect to declare or pay dividends on our common stock for the foreseeable future; however, to the extent that we determine in the future to pay dividends on our common stock, none of our subsidiaries will be obligated to make funds available to us for the payment of dividends. The ability of such subsidiaries to pay dividends to us is subject to applicable local law and may be limited due to terms of other contractual arrangements, including our indebtedness. Such laws and restrictions would restrict our ability to continue operations. In addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our common stock.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains 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, or future events or performance contained in this prospectus under the headings “Prospectus Summary”, “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and “Business” 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 in this prospectus under the headings “Prospectus Summary”, “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and “Business”, 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:

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negative trends in overall business, financial market and economic conditions, and/or activity levels in our end markets;

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our highly competitive business environment;

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failure to timely identify or effectively respond to consumer needs, expectations or trends;

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failure to maintain the performance, reliability, quality, and service standards required by our customers;

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failure to implement our strategic initiatives, including JEM;

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acquisitions or investments in other businesses that may not be successful;

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declines in our relationships with and/or consolidation of our key customers;

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increases in interest rates and reduced availability of financing for the purchase of new homes and home construction and improvements;

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fluctuations in the prices of raw materials used to manufacture our products;

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delays or interruptions in the delivery of raw materials or finished goods;

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seasonal business and varying revenue and profit;

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changes in weather patterns;

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political, economic, and other risks that arise from operating a multinational business;

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exchange rate fluctuations;

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disruptions in our operations;

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

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our new Enterprise Resource Planning system that we anticipate implementing in the future proving ineffective;

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security breaches and other cyber security incidents;

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

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

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

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compliance costs with respect to legislative and regulatory proposals to restrict emission of greenhouse gasses;

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

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product liability claims, product recalls, or warranty claims;

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inability to protect our intellectual property;

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loss of key officers or employees;

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underfunded pension plan obligations;

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our current level of indebtedness;

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risks associated with the material weakness that has been identified;

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Onex’ control of us; and

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other risks and uncertainties, including those listed under “Risk Factors”.

Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in this prospectus are not guarantees of future performance and our actual results of operations, financial condition, and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements contained in this prospectus. 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 prospectus, they may not be predictive of results or developments in future periods.

Any forward-looking statement that we make in this prospectus speaks only as of the date of such statement. Except as required by law, 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, after the date of this prospectus.

USE OF PROCEEDS

We estimate that the net proceeds to us from our sale of shares of common stock in this offering will be approximately $ million, based on the assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and estimated offering expenses payable by us. If the underwriters’ option to purchase additional shares of common stock from us is exercised in full, we estimate that we will receive additional net proceeds of approximately $ million.

The principal purposes of this offering are to repay indebtedness as described below, increase our capitalization and financial flexibility, create a public market for our common stock, enable access to the public equity markets for us and our stockholders, and increase our visibility in the marketplace. We intend to use the net proceeds that we receive from this offering to repay approximately $ million of indebtedness outstanding under our Term Loan Facility and approximately $ million of indebtedness outstanding under our ABL Facility. We will use any remaining net proceeds for working capital and other general corporate purposes, including sales and marketing activities, general and administrative matters, and capital expenditures. We may also use a portion of the net proceeds to invest in or acquire complementary businesses, products, services, technologies, or other assets. We will have broad discretion in using these proceeds. Pending their use as described above, we plan to invest the net proceeds in short-term, interest-bearing obligations, investment-grade instruments, certificates of deposit, or direct or guaranteed obligations of the U.S. government.

In November 2016, we borrowed $375 million under our Term Loan Facility and $ million under our ABL Facility. We used the proceeds thereof to make payments of approximately $400 million to holders of our outstanding common stock, Series A Convertible Preferred Stock, Class B-1 Common Stock, options, and RSUs, as well as to pay related fees and expenses. As of November 1, 2016, our Term Loan Facility bore interest at LIBOR (subject to a floor of 1.00%) plus a margin of 3.75% and our ABL Facility bore interest at LIBOR plus a margin of 1.50%. The Term Loan Facility matures on July 1, 2022 and the ABL Facility matures on October 15, 2019.

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share of common stock, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $ million, assuming the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million shares in the number of shares of common stock sold in this offering, as set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $ million, assuming an initial public offering price of $ per share of common stock, the midpoint of the price range set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The information discussed above is illustrative only and will adjust based on the actual initial public offering price and other terms of this offering determined at pricing.

DIVIDEND POLICY

In July 2015, we paid an aggregate cash dividend of approximately $84.5 million to holders of our outstanding common stock, approximately $0.4 million to holders of record of our outstanding Class B-1 Common Stock and an aggregate cash dividend of approximately $335.2 million to holders of our outstanding Series A Convertible Preferred Stock. The payment to holders of our Series A Convertible Preferred Stock represented payment for (i) preferred dividends accrued from January 1, 2015 through July 31, 2015 and (ii) a dividend on an as-if-converted-to-common basis based on the original principal amount of the Series A Convertible Preferred Stock investment plus preferred dividends accrued through December 31, 2014.

In November 2016, we paid an aggregate cash dividend of approximately $73.8 million to holders of our outstanding common stock, approximately $306.7 million to holders of our outstanding Series A Convertible Preferred Stock, and approximately $0.9 million to holders of our outstanding Class B-1 Common Stock. The payment to holders of our outstanding Series A Convertible Preferred Stock represented payment for (i) preferred dividends accrued from May 31, 2016 through November 1, 2016 and (ii) a dividend on an as-if-converted-to-common basis based on the original principal amount of the Series A Convertible Preferred Stock investment plus preferred dividends accrued through December 31, 2015. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Lines of Credit and Long-Term Debt—Corporate Credit Facilities” for a discussion of these dividends and other payments made on the dates specified above.

We have not declared or paid any other cash dividend on our common stock and we do not currently expect to pay any further cash dividends on our common stock for the foreseeable future. Instead, we intend to retain future earnings, if any, for the future operation and expansion of our business and the repayment of debt. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our results of operations, cash requirements, financial condition, contractual restrictions, restrictions imposed by applicable laws and other factors that our board of directors may deem relevant.

The terms of our Corporate Credit Facilities were amended in July 2015 and November 2016 to permit the cash dividends described above, but the covenants of our existing or future indebtedness may limit our ability to further pay dividends and make distributions to our stockholders. Our business is conducted through our subsidiaries and dividends from, and cash generated by, our subsidiaries will be our principal sources of cash to repay indebtedness, fund operations, and pay any dividends. Accordingly, our ability to pay dividends to our stockholders is dependent on the earnings and distributions of funds from our subsidiaries (which distributions may be restricted by the terms of our Credit Facilities). See “Description of Certain Indebtedness”.

CAPITALIZATION

The following table sets forth our cash and our consolidated capitalization as of September 24, 2016:

•

on an actual basis;

•

on a pro forma basis giving effect to the 2016 Dividend Transactions and Share Recapitalization; and

•

on a pro forma basis as further adjusted to give effect to our issuance and sale of shares of our common stock in this offering at an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the repayment of $ million of indebtedness outstanding under our Term Loan Facility with a portion of the net proceeds of this offering.

The pro forma and pro forma as adjusted columns (i) do not give effect to the approximately $3 million amortization payment under the Term Loan Facility made on September 30, 2016 and (ii) assume that the conversion of our Series A Convertible Preferred Stock and Class B-1 Common Stock into our common stock will occur on , (for each additional day that the conversion occurs after , , the number of shares of common stock that our Series A Convertible Preferred Stock and Class B-1 Common Stock will convert into will increase by shares and shares, respectively).

You should read the data set forth below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and accompanying notes included elsewhere in this prospectus.


	As of September 24, 2016
	Actual			Pro Forma		Pro Forma As Adjusted ⁽¹⁾
	(dollars in this table and the footnotes below in thousands, except share and per share data)
Cash and cash equivalents	$	65,357		$		$

Debt:
Revolving Credit Facility due 2019	$	15,000		$		$
Euro Revolving Facility due 2019		—			—
Australia Senior Secured Credit Facility due 2019		—			—
Initial Term Loans due 2021		757,793			—
Incremental Term Loans due 2022		474,429			—
Amended Term Loans due 2022		—			1,598,140
Other items ⁽²⁾		24,965

Total debt	$	1,272,187		$		$
Series A Convertible Preferred Stock, par value $0.01 per share; 8,749,999 shares authorized, issued and outstanding actual, 0 shares issued and outstanding pro forma and pro forma as adjusted ⁽³⁾		458,236			—
Stockholders’ equity:
Common Stock, par value $0.01 per share; 22,379,800 shares authorized, 1,622,042 shares issued and outstanding actual, shares authorized, shares issued and outstanding pro forma and shares authorized, shares issued and outstanding pro forma as adjusted		16
Class B-1 Common Stock, par value $0.01 per share; 430,200 shares authorized, 11,467 shares issued and outstanding actual, 0 shares issued and outstanding pro forma and pro forma as adjusted		—			—
Series B Preferred Stock, par value $0.01 per share; 1 share authorized, 1 share issued and outstanding actual, 0 shares issued and outstanding pro forma and pro forma as adjusted		—			—
Additional paid-in capital		104,225
Accumulated deficit		(30,436	)
Accumulated other comprehensive loss		(153,800	)

Total stockholders’ deficit		(79,995	)

Total capitalization	$	1,650,428		$		$

(1)

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) each of cash and cash equivalents, additional paid-in-capital, total stockholders’ equity and total capitalization by approximately $ million, assuming the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million shares in the number of shares of common stock sold in this offering, as set forth on the cover page of this prospectus, would increase (decrease) each of cash and cash equivalents, additional paid-in-capital, total stockholders’ equity, and total capitalization by approximately $ million, assuming an initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

(2)	Consists of other debt of $41,073 and unamortized debt costs of $(16,108).

(3)

Consists of: (i) 2,922,634 shares of Series A-1 Convertible Preferred Stock, par value $0.01 per share, 2,922,634 shares authorized, issued and outstanding actual, 0 shares issued and outstanding pro forma and pro forma as adjusted; (ii) 208,760 shares of Series A-2 Convertible Preferred Stock, par value $0.01 per share, 208,760 shares authorized, issued and outstanding actual, 0 shares issued and outstanding pro forma and pro forma as adjusted; and (iii) 843,132 shares of Series A-3 Convertible Preferred Stock, par value $0.01 per share, 843,132 shares authorized, issued and outstanding actual, 0 shares issued and outstanding pro forma and pro forma as adjusted.

DILUTION

If you purchase any of the shares of common stock offered by this prospectus, you will experience dilution to the extent of the difference between the offering price per share of common stock that you pay in this offering and the net tangible book value per share of our common stock immediately after this offering.

Our net tangible book value (deficit) as of September 24, 2016 was $ , or $ per share of common stock. Net tangible book value (deficit) per share is determined by dividing our net tangible book value (deficit), which is total tangible assets less total liabilities, by the aggregate number of shares of common stock outstanding. Tangible assets represent total assets excluding goodwill and other intangible assets. Dilution in net tangible book value (deficit) per share represents the difference between the amount per share paid by purchasers of shares of our common stock in this offering and the pro forma as adjusted net tangible book value per share of our common stock immediately afterwards.

After giving effect to (i) the Share Recapitalization and (ii) our sale of shares of common stock in this offering at an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, our pro forma as adjusted net tangible book value at September 24, 2016 would have been approximately $ , or $ per share of our common stock. This represents an immediate increase in net tangible book value (deficit) of $ per share to our existing stockholders and an immediate dilution of $ per share to new investors purchasing shares of common stock in this offering. The following table illustrates this dilution on a per share basis:

The following tables illustrate this dilution on a per share basis:


Assumed initial public offering price per share		$
Historical net tangible book value (deficit) per share, after the Share Recapitalization	$

Increase per share attributable to this offering
Pro forma net tangible book value (deficit) per share after this offering

Dilution per share to new investors		$

Each $1.00 increase (decrease) in the assumed initial offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, would affect our net tangible book value after this offering by approximately $ , the net tangible book value per share after this offering by $ per share, and the dilution per common share to new investors by $ per share, assuming the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting commissions and discounts and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million shares in the number of shares of common stock sold in this offering, as set forth on the cover page of this prospectus, would affect our net tangible book value after this offering by approximately $ , the net tangible book value per share after this offering by $ per share, and the dilution per share of common stock to new investors by $ per share, assuming an initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, remains the same, and after deducting underwriting commissions and discounts and estimated offering expenses payable by us.

The following table summarizes, as of September 24, 2016, on an as adjusted basis, the number of shares of common stock purchased or to be purchased from us, the total consideration paid or to be paid to us and the average price per share paid or to be paid by existing stockholders (giving effect to the Share Recapitalization and by new investors purchasing shares of common stock in this offering), before deducting the underwriting commissions and discounts and estimated offering expenses payable by us.


	Shares Purchased				Total Consideration				Average Price Per Share
	(dollars in thousands, except share and per share data)

	Number	Percent			Amount	Percent
Existing stockholders				%	$			%	$
New investors				%	$			%	$

Total			100	%	$		100	%	$

Each $1.00 increase (decrease) in the assumed initial offering price of $ per share of common stock, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) total consideration paid by new investors, total consideration paid by all stockholders and average price per share paid by all stockholders by $ , $ , and $ per share, respectively, assuming the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million shares in the number of shares of common stock sold in this offering, as set forth on the cover page of this prospectus, would increase (decrease) total consideration paid by new investors, total consideration paid by all stockholders and average price per share paid by all stockholders by $ , $ , and $ per share, respectively, assuming an initial public offering price of $ per share of common stock, the midpoint of the price range set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise in full their option to purchase additional shares of our common stock in this offering, the as adjusted net tangible book value per share would be $ per share and the dilution to new investors in this offering would be $ per share. If the underwriters exercise such option in full, the number of shares held by new investors will increase to approximately shares of our common stock, or approximately % of the total number of shares of our common stock outstanding after this offering. The number of shares of our common stock to be outstanding immediately following this offering set forth above excludes:

•

shares of common stock issuable upon the exercise of options outstanding under our existing stock incentive plan as of , 2016 at a weighted average exercise price of $ per share; and

•

shares of common stock reserved for future issuance under our new omnibus incentive plan.

To the extent any options are granted and exercised in the future, there may be additional economic dilution to new investors.

In addition, we may choose to raise additional capital due to market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

SELECTED CONSOLIDATED FINANCIAL DATA

The following table presents selected consolidated financial data for the periods and at the dates indicated. The selected consolidated financial data as of December 31, 2015 and 2014 and for each of the three years ended December 31, 2015 have been derived from our audited consolidated financial statements included in this prospectus. The selected consolidated financial data as of December 31, 2013 has been derived from our audited consolidated financial statements not included in this prospectus. The selected consolidated financial data as of December 31, 2012 and 2011 and the two years ended December 31, 2012 were derived from our unaudited consolidated financial statements not included in this prospectus. In 2014, we changed our method of accounting for inventory from the LIFO method to the FIFO method and retrospectively adjusted prior periods to apply this new method of accounting; however, the years ended December 31, 2012 and 2011 were not reaudited following such adjustment. The selected consolidated financial data as of September 24, 2016 and September 26, 2015 and for each of the nine months ended September 24, 2016 and September 26, 2015 have been derived from our unaudited consolidated financial statements included in this prospectus. We have prepared our unaudited consolidated financial statements on the same basis as our audited consolidated financial statements, and our unaudited consolidated financial statements include, in the opinion of management, all adjustments necessary for a fair statement of the operating results and financial condition of the Company for such periods and as of such dates. The results of operations for any interim period are not necessarily indicative of the results that may be expected for the full year. Additionally, our historical results are not necessarily indicative of the results expected for any future period. Since the year ended December 31, 2011, we have completed several acquisitions. The results of these acquired entities are included in our consolidated statements of comprehensive income (loss) for the periods subsequent to the respective acquisition date. The selected historical consolidated financial data set forth below should be read in conjunction with, and are qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto included elsewhere in this prospectus.

During the second quarter of 2015, we early adopted the Financial Accounting Standards Board Accounting Standards Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which resulted in the reclassification of unamortized debt issuance costs in our consolidated balance sheets. See Note 1— Summary of Significant Accounting Policies in our financial statements for the year ended December 31, 2015 included elsewhere in this prospectus. All prior periods presented have been adjusted to apply these new accounting standards and policies retrospectively. Certain prior year balances have been reclassified to conform to the current year’s presentation for the items discussed above. Such reclassifications had no material impact on net revenues, operating income (loss), net income (loss), or net cash from operating activities.


	Nine Months Ended						Year Ended December 31,
	September 24, 2016			September 26, 2015
	September 24, 2016			September 26, 2015			2015			2014			2013			2012			2011
	(dollars in thousands, except share and per share data)

Net revenues	$	2,693,630		$	2,490,112		$	3,381,060		$	3,507,206		$	3,456,539		$	3,167,856		$	3,174,145
Cost of sales		2,112,185			1,994,968			2,715,125			2,919,864			2,946,463			2,606,562			2,650,791

Gross margin		581,445			495,144			665,935			587,342			510,076			561,294			523,354
Selling, general and administrative		408,360			370,021			512,126			488,477			482,088			504,766			528,707
Impairment and restructuring charges		9,045			15,557			21,342			38,388			42,004			38,836			56,487

Operating income (loss)		164,040			109,566			132,467			60,477			(14,016	)		17,692			(61,840	)
Interest expense, net		(53,725	)		(40,549	)		(60,632	)		(69,289	)		(71,362	)		(59,534	)		(140,810	)
Other income (expense)		8,960			9,979			14,120			(50,521	)		12,323			9,519			(3,521	)

Income (loss) before taxes, equity earnings (loss) and discontinued operations		119,275			78,996			85,955			(59,333	)		(73,055	)		(32,323	)		(206,171	)
Income tax benefit (expense)		5,633			(7,575	)		5,435			(18,942	)		(1,142	)		5,488			(21,264	)

Income (loss) from continuing operations, net of tax		124,908			71,421			91,390			(78,275	)		(74,197	)		(26,835	)		(227,435	)
(Loss) income from discontinued operations, net of tax		(2,845	)		(2,045	)		(2,856	)		(5,387	)		(5,863	)		1,293			(15,603	)
Gain (loss) on sale of discontinued operations, net of tax		—			—			—			—			10,711			(241	)		5,292
Equity earnings (loss) of non-consolidated entities		2,450			1,233			2,384			(447	)		943			(957	)		(572	)

Net income (loss)	$	124,513		$	70,609		$	90,918		$	(84,109	)	$	(68,406	)	$	(26,740	)	$	(238,318	)

Net income (loss) attributable to common shareholders
Basic	$	16,298		$	(281,427	)	$	(290,500	)	$	(184,143	)	$	(157,205	)	$	(99,575	)	$	(255,386	)
Diluted	$	16,298		$	(281,427	)	$	(290,500	)	$	(184,143	)	$	(157,205	)	$	(99,575	)	$	(255,386	)
Weighted average common shares outstanding
Basic		1,633,198			1,677,121			1,663,273			1,858,187			1,919,445			2,002,051			2,437,759
Diluted		1,923,341			1,677,121			1,663,273			1,858,187			1,919,445			2,002,051			2,437,759

Income (loss) per common share from continuing operations ⁽¹⁾
Basic	$	11.72		$	(166.58	)	$	(172.97	)	$	(96.21	)	$	(84.45	)	$	(50.26	)	$	(100.52	)
Diluted	$	9.95		$	(166.58	)	$	(172.97	)	$	(96.21	)	$	(84.45	)	$	(50.26	)	$	(100.52	)
Cash dividends per common share		—			—		$	52.00			—			—			—			—
Pro forma net loss attributable to common shareholders ⁽²⁾
Basic
Diluted

Other financial data:
Capital expenditures	$	62,476		$	52,885		$	77,687		$	70,846		$	85,689		$	91,884		$	36,878
Depreciation and amortization		77,518			69,793			95,196			100,026			104,650			92,337			124,420
Adjusted EBITDA ⁽³⁾		291,099			232,895			310,986			229,849			153,210			183,361			152,556

Consolidated balance sheet data :
Cash, cash equivalents	$	65,357		$	79,061		$	113,571		$	105,542		$	37,666		$	41,826		$	58,988
Working capital		369,202			381,194			326,973			316,055			234,171			99,423			210,180
Total assets		2,435,813			2,227,413			2,182,373			2,184,059			2,290,897			2,415,036			2,332,486
Total current liabilities		598,960			554,830			487,445			524,301			593,938			741,164			578,086
Total debt		1,272,187			1,271,532			1,260,320			806,228			667,152			670,757			624,045
Redeemable convertible preferred stock		458,236			481,937			481,937			817,121			817,121			745,478			695,478
Total stockholders’ (deficit) equity		(79,995	)		(278,797	)		(231,745	)		(168,826	)		54,444			96,411			143,303

Statement of cash flows data:
Net cash flow provided by (used in):
Operating activities	$	110,190		$	44,738		$	172,339		$	21,788		$	(49,372	)	$	77,850		$	(41,342	)
Investing activities		(141,609	)		(83,025	)		(158,452	)		(56,738	)		13,939			(158,486	)		4,675
Financing activities		(17,426	)		16,714			(1,072	)		105,617			34,633			64,436			13,733


	As of
	September 24, 2016
	(dollars in thousands)
	Actual			Pro Forma ⁽⁴⁾		Pro Forma As Adjusted ⁽⁵⁾
Pro forma consolidated balance sheet data:
Cash, cash equivalents	$	65,357		$		$
Accounts receivable, net		492,965
Inventories		361,724
Total current assets		968,162
Total assets		2,435,813
Accounts payable		216,844
Total current liabilities		598,960
Total debt		1,272,187
Redeemable convertible preferred stock		458,236			—		—
Total stockholders’ deficit		(79,995	)

(1)	Does not give effect to the 2016 Dividend Transactions or Share Recapitalization.

(2)

Reflects the 2016 Dividend Transactions and Share Recapitalization. See Notes and to our financial statements for the year ended December 31, 2015 and Note to our financial statements for the three and nine months ended September 24, 2016 appearing elsewhere in this prospectus for information regarding computation of basic and diluted net income (loss) per share attributable to common shareholders, unaudited pro forma basic and diluted net income (loss) per share attributable to common shareholders, and the unaudited pro forma weighted average basic and diluted common shares outstanding used in computing the pro forma basic and diluted net income (loss) per share attributable to common shareholders.

(3)

We also believe Adjusted EBITDA is a measure widely used by securities analysts and investors to evaluate the financial performance of our company and other companies. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Adjusted EBITDA eliminates the effect of certain items on net income and thus has certain limitations. Some of these limitations are: Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; Adjusted EBITDA does not reflect any income tax payments we are required to make and although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacement. Other companies may calculate Adjusted EBITDA differently, and, therefore, our Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

The following is a reconciliation of our net income (loss), the most directly comparable GAAP financial measure, to Adjusted EBITDA:


	Nine Months Ended						Year Ended December 31,
	September 24, 2016			September 26, 2015			2015			2014			2013			2012			2011
	(dollars in this table and the footnotes below in thousands)

Net income (loss)	$	124,513		$	70,609		$	90,918		$	(84,109	)	$	(68,406	)	$	(26,740	)	$	(238,318	)
Adjustments:
Loss (income) from discontinued operations, net of tax		2,845			2,045			2,856			5,387			5,863			(1,293	)		15,603
(Gain) loss on sale of discontinued operations, net of tax		—			—			—			—			(10,711	)		241			(5,292	)
Equity (earnings) loss of non-consolidated entities		(2,450	)		(1,233	)		(2,384	)		447			(943	)		957			572
Income tax (benefit) expense		(5,633	)		7,575			(5,435	)		18,942			1,142			(5,488	)		21,264
Depreciation and amortization		77,518			69,793			95,196			100,026			104,650			92,337			124,420
Interest expense, net		53,725			40,549			60,632			69,289			71,362			59,534			140,810
Impairment and restructuring charges ^(a)		12,122			15,975			31,031			38,645			44,413			41,402			59,323
(Gain) loss on sale of property and equipment		(3,270	)		73			(416	)		(23	)		(3,039	)		430			(1,465	)
Share-based compensation expense		14,944			8,672			15,620			7,968			5,665			7,485			437
Non-cash foreign exchange transaction/translation loss (income)		7,168			(4,215	)		2,697			(528	)		(4,114	)		(1,093	)		4,269
Other non-cash items ^(b)		3,087			111			1,141			2,334			(68	)		2,549			17,614
Other items ^(c)		6,519			22,733			18,893			20,278			7,284			7,418			2,804
Costs relating to debt restructuring, debt refinancing, and the Onex Investment ^(d)		11			208			237			51,193			112			5,622			10,515

Adjusted EBITDA	$	291,099		$	232,895		$	310,986		$	229,849		$	153,210		$	183,361		$	152,556

(a)

Impairment and restructuring charges consist of (i) impairment and restructuring charges that are included in our consolidated statements of operations plus (ii) additional charges of $3,078, $417, $9,687, $257, $2,409, $2,565, and $1,469 for the nine months ended September 24, 2016 and September 26, 2015 and years ended December 31, 2015, 2014, 2013, 2012, and 2011, respectively. These additional charges are primarily comprised of non-cash changes in inventory valuation reserves, such as excess and obsolete reserves. For further explanation of impairment and restructuring charges that are included in our consolidated statements of operations, see Note 25— Impairment and Restructuring Charges of Continuing Operations in our financial statements for the year ended December 31, 2015 included elsewhere in this prospectus.

(b)

Other non-cash items include, among other things, (i) $2,550 out-of-period charge for a European warranty liability adjustment for the nine months ended September 24, 2016, (ii) charges of $357, $0, $893, $2,496, $0, $0, and $0 for the nine months ended September 24, 2016 and September 26, 2015, and years ended December 31, 2015, 2014, 2013, 2012, and 2011, respectively, relating to (1) the fair value adjustment for inventory acquired as part of the acquisitions referred to in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Acquisitions” and (2) the impact of a change in how we capitalize overhead expenses in our valuation of inventory. In addition, other non-cash items include charges of $6,045 in the year ending December 31, 2012 relating to reserve amounts for service-based employee bonuses for periods prior to 2012, which are partially offset by a $3,560 gain related to the bargain purchase treatment of our CMI acquisition. Further, other non-cash items include charges of $12,026 in the year ended December 31, 2011 relating to certain share price adjustments and expenses settled in shares with our ESOP.

(c)

Other items include: (i) in the nine months ended September 24, 2016, (1) $2,449 of professional fees related to the IPO process, (2) $1,542 of acquisition costs, (3) $350 in Dooria plant closure costs, (4) $257 in legal costs associated with disposal of non-core properties, and (5) $250 related to a legal settlement accrual for CMI; (ii) in the nine months ended September 26, 2015, (1) $11,696 of stock compensation, including a $11,446 payment to holders of vested options and RSUs in connection with the July 2015 dividend described in “Dividend Policy”, (2) $5,510 related to a UK legal settlement, (3) $1,733 in acquisition costs, (4) $1,422 of legal costs related to non-core property disposal, (5) $861 in production ramp-down costs, and (6) $431 of legal costs related to our ESOP class action matters; (iii) in the year ended

December 31, 2015, (1) $11,446 payment to holders of vested options and restricted shares in connection with the July 2015 dividend described in “Dividend Policy”, (2) $5,510 related to a United Kingdom legal settlement, (3) $1,825 in acquisition costs, (4) $1,833 of recruitment costs related to the recruitment of executive management employees, and (5) $1,082 of legal costs related to non-core property disposal, partially offset by (6) $5,678 of realized gain on foreign exchange hedges related to an intercompany loan; (iv) in the year ended December 31, 2014, (1) $5,000 legal settlement related to our ESOP plan, (2) $3,657 of legal costs associated with noncore property disposal, (3) $3,443 production ramp-down costs, (4) $2,769 of consulting fees in Europe, and (5) $1,250 of costs related to a prior acquisition; (v) in the year ended December 31, 2013, (1) $2,869 of cash costs related to the delayed opening of our new Louisiana facility, (2) $774 of legal costs associated with non-core property disposal, (3) $582 related to the closure of our Marion, North Carolina facility, and (4) $458 of acquisition-related costs; (vi) in the year ended December 31, 2012, (1) $3,621 in acquisition costs, (2) $1,252 of cash costs related to non-restructuring severance of a former executive, and (3) $1,247 of cash costs related to the delayed opening of our new Louisiana facility; and (vii) in the year ended December 31, 2011, (1) cash severance costs of $1,102 related to the reorganization of our sales and marketing function and (2) $1,699 of fees related to the restructuring of our Spanish operation.

(d)

Included in the year ended December 31, 2014 is a loss on debt extinguishment of $51,036 associated with the refinancing of our 12.25% secured notes. Included in the year ended December 31, 2012 is $5,277 of fees incurred with SOX implementation. Included in the year ended December 31, 2011 is $5,056 of fees incurred with SOX implementation, $3,546 of costs relating to the refinancing project, and $1,537 of costs related to restructuring activities beginning in 2009.

(4)	Reflects the 2016 Dividend Transactions and Share Recapitalization.

(5)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the section titled “Selected Consolidated Financial Data” and our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed above in the section titled “Risk Factors” included elsewhere in this prospectus.

Overview and Background

We operate 115 manufacturing facilities in 19 countries, located primarily in North America, Europe, and Australia. For many product lines, our manufacturing processes are vertically integrated, enhancing our range of capabilities, our ability to innovate, and our quality control as well as providing supply chain, transportation, and working capital savings.

In October 2011, Onex acquired a majority of the combined voting power in the Company through the acquisition of convertible debt and convertible preferred equity. Onex owns the majority of our common equity on an as-converted basis, and Onex has appointed the majority of our board of directors.

Business Segments

Our business is organized in geographic regions to ensure integration across operations serving common end markets and customers. We have three reportable segments: North America (which includes limited activity in Chile and Peru), Europe, and Australasia. In the year ended December 31, 2015, our North American operations accounted for 60% of net revenues ($2,016 million), our European operations accounted for 29% of net revenues ($996 million), and our Australasian operations accounted for 11% of net revenues ($369 million). In the year ended December 31, 2014, our North American operations accounted for 57% of net revenues ($1,990 million), our European operations accounted for 31% of net revenues ($1,108 million), and our Australasian operations accounted for 12% of net revenues ($409 million). Financial information related to our business segments and geographic locations can be found in Note 20— Segment Information in our financial statements for the year ended December 31, 2015 included elsewhere in this prospectus.

Acquisitions

In October 2012, we acquired CraftMaster Manufacturing Inc., or “CMI”, headquartered in Towanda, Pennsylvania. CMI is a manufacturer and marketer of doors, door facings and exterior composite trim and is now part of our North America segment. The acquisition of CMI expanded our molded door production capacity and product offering in our North America segment.

In August 2015, we acquired Dooria AS, or “Dooria”, headquartered in Oslo, Norway. Dooria offers a complete range of doors, including interior, exterior, and specialty rated doors, in a wide variety of styles and is known for its high quality and innovative door designs and options. Dooria is now part of our Europe segment. The acquisition of Dooria expanded our production capabilities and product offering in the Scandinavian region.

In August 2015, we acquired Aneeta Window Systems Pty. Ltd., or “Aneeta”, headquartered in Melbourne, Australia. Aneeta is an industry leading manufacturer and supplier of sashless windows in Australia and is now part of our Australasia segment. The acquisition of Aneeta expanded our product portfolio to include innovative window system offerings to customers in Australia as well as North America.

In September 2015, we acquired Karona, Inc., or “Karona”, headquartered in Caledonia, Michigan. Karona offers a complete range of specialty stile and rail doors, including interior, exterior, and fire rated doors for both the residential and non-residential markets, and is known for its high quality and technical capabilities. Karona is now part of our North America segment. The acquisition of Karona fit our strategy to expand our capabilities and product offering in the North American specialty stile and rail market.

In October 2015, we acquired certain assets and liabilities of LaCantina Doors, Inc., or “LaCantina”, headquartered in Oceanside, California. LaCantina is a manufacturer of folding and multislide door systems and is now part of our North America segment. The acquisition of LaCantina improved our position in the popular and growing market for wall systems by giving us additional resources, capacity, and a leading brand in this growing segment of the market.

In February 2016, we acquired Trend Windows & Doors Pty. Ltd., or “Trend”, headquartered in Sydney, Australia. Trend is a leading manufacturer of doors and windows in Australia and is now part of our Australasia segment. The acquisition of Trend strengthened our market position in the Australian window market and expanded our product portfolio with new and innovative window designs.

In August 2016, we acquired the shares of Arcpac Building Products Limited, which includes its primary operating subsidiary Breezway Australia Pty Limited, or “Breezway”, headquartered in Brisbane, Australia. Breezway is a manufacturer of louvre window systems for the residential and commercial window markets. Breezway’s primary sales market is Australia and it also maintains a presence in Malaysia and Hawaii. The acquisition of Breezway is expected to strengthen our position in the Australian window market and expand our product portfolio with new and innovative window designs as well as other complementary products.

We paid an aggregate of approximately $172 million in cash (net of cash acquired) for the six businesses we acquired in 2015 and 2016, and in the aggregate they generated approximately $252 million of net revenues in the year ended December 31, 2015 on a stand-alone basis.

Factors and Trends Affecting Our Business

Drivers of Net Revenues

The key components of our net revenues include core net revenues (which we define to include the impact of pricing and volume/mix, as discussed further under the heading, “—Product Pricing and Volume/Mix” below), contribution from acquisitions made within the prior twelve months, and the impact of foreign exchange. Since the year ended December 31, 2013, our core net revenue growth was consistently positive with period over period increases of 2%, 3%, and 3% in the nine months ended September 24, 2016, and the years ended December 31, 2015 and December 31, 2014, respectively. During these same periods, the impact of our core growth on our net revenues was largely offset by the relative and fluctuating currency values in the geographies in which we operate, which we refer to as the impact of foreign exchange.

Since the year ended December 31, 2013, the individual components driving our core net revenues growth have shifted from growth based largely on increased pricing, to more balanced growth in both pricing and volume/mix. As described below, beginning late in 2013 we changed several aspects of our pricing strategy, which resulted in meaningful pricing benefits in the years ended the year ended December 31, 2014 and 2015. While volume/mix was less favorable in the years ended December 31, 2014 and 2015, we believe we are well positioned to experience improved volume/mix in 2016 due to increased demand for our products, our channel

management investments, our brand and marketing initiatives, and our enhanced product offering stemming from recent acquisitions as well as new products we have developed internally. In the nine months ended September 24, 2016 compared to the nine months ended September 26, 2015, our core growth in net revenues was 2%, comprised of an approximate 2% increase in pricing while our volume/mix remained flat. Throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, percentage changes in pricing are based on management schedules and are not derived directly from our accounting records. For the same period in North America, our largest segment, our core growth in net revenues was 3%, comprised of an approximate 1% increase in volume/mix and an approximate 2% increase in pricing.

Product Demand

General business, financial market, and economic conditions globally and in the regions where we operate influence overall demand in our end markets and for our products. In particular, the following factors may have a direct impact on demand for our products in the countries and regions where our products are marketed and sold:

•

the strength of the economy;

•

employment rates and consumer confidence and spending rates;

•

the availability and cost of credit;

•

the amount and type of residential and non-residential construction;

•

housing sales and home values;

•

the age of existing home stock, home vacancy rates, and foreclosures;

•

interest rate fluctuations for our customers and consumers;

•

increases in the cost of raw materials or any shortage in supplies or labor;

•

the effects of governmental regulation and initiatives to manage economic conditions;

•

geographical shifts in population and other changes in demographics; and

•

changes in weather patterns.

In addition, we seek to drive demand for our products through the implementation of various strategies and initiatives. We believe we can enhance demand for our new and existing products by:

•

innovating and developing new products and technologies;

•

investing in branding and marketing strategies, including marketing campaigns in both print and social media, as well as our investments in new training centers and mobile training facilities; and

•

implementing channel initiatives to enhance our relationships with key customers, including implementing the True BLU dealer management program in North America.

Product Pricing and Volume/Mix

The price and mix of products that we sell are important drivers of our net revenues and net income. Under the heading “—Results of Operations” references to (i) “pricing” refer to the impact of price increases or decreases, as applicable, for particular products between periods and (ii) “volume/mix” refer to the combined impact of both the number of products we sell in a particular period and the types of products sold, in each case, on net revenues and net income. While we operate in a competitive market, pricing discipline is an important element of our strategy to achieve profitable growth through improved margins. Our strategies also include incentivizing our channel partners to sell our higher margin products and a renewed focus on innovation and the development of new technologies, which we believe will increase our sales volumes and the overall profitability of our product mix.

Changes in pricing trends for our products can have a material impact on our operations. During and immediately after the global financial crisis, our net revenues were negatively impacted by decreased demand and an increasingly competitive environment, resulting in unfavorable pricing trends, particularly in the North American door market. Furthermore, prior to our new senior executive team joining the Company, we often pursued a strategy in North America of pricing our products on an incremental contribution margin basis in an effort to grow volumes and generate operating leverage, which often led to competing on price and an inadequate return on our invested capital. In early 2014, our new management team began to strategically change our pricing strategy in several key areas. First, we focused on making strategic pricing decisions based on analysis of customer and product level profitability to restore profitability to underperforming lines of business. Second, we increased our emphasis on pricing optimization. As a result, our operations during 2014 and 2015 benefited from improved pricing, particularly in North America, where pricing returned to close to pre-crisis levels in some product lines across some market channels. Going forward, if the housing market continues to grow and economic factors remain positive, we believe that we will continue to benefit from a positive pricing environment. However, we do not believe the future benefits will be as significant as the pricing improvements we experienced during the 2013 to 2015 period.

Cost Reduction Initiatives

Prior to the ongoing operational transformation being executed by our new senior executive team, our operations were managed in a decentralized manner with varying degrees of emphasis on cost efficiency and limited focus on continuous improvement or strategic sourcing. Our new management team has a proven track record of implementing operational excellence programs at some of the world’s leading industrial manufacturing businesses, and we believe the same successes can be realized at JELD-WEN. Key areas of focus of our operational excellence program include:

•

reducing labor, overtime, and waste costs by optimizing manufacturing processes;

•

reducing warranty costs by improving quality.

We are in the early stages of implementing our strategic initiatives, including JEM, to develop the culture and processes of operational excellence and continuous improvement. These cost reduction initiatives, as well as plant closures and consolidations, headcount reductions, and various initiatives aimed at lowering production and overhead costs may not produce the intended results within the intended timeframe.

Raw Material Costs

Commodities such as vinyl extrusions, glass, aluminum, wood, steel, plastics, fiberglass, and other composites are major components in the production of our products. Changes in the underlying prices of these commodities have a direct impact on the cost of products sold. While we attempt to pass on a substantial portion of such cost increases to our customers, we may not be successful in doing so. In addition, our results of operations for individual quarters may be negatively impacted by a delay between the time of raw material cost increases and a corresponding price increase. Conversely, our results of operations for individual quarters may be positively impacted by a delay between the time of a raw material price decrease and a corresponding competitive pricing decrease.

Working Capital and Seasonality

Working capital, which is defined as accounts receivable plus inventory less accounts payable, fluctuates throughout the year and is affected by seasonality of sales of our products and of customer payment patterns. The

peak season for home construction and remodeling in our North America and Europe segments, which represent the substantial majority of our revenues, generally corresponds with the second and third calendar quarters, and therefore our sales volume is usually higher during those quarters. Typically, working capital increases at the end of the first quarter and beginning of the second quarter in conjunction with, and in preparation for, our peak season, and working capital decreases starting in the third quarter as inventory levels and accounts receivable decline. Inventories will fluctuate for some raw materials with long delivery lead times, such as steel, as we work through prior shipments and take delivery of new orders.

Foreign Currency Exchange Rates

We report our consolidated financial results in U.S. dollars. Due to our international operations, the weakening or strengthening of foreign currencies against the U.S. dollar can affect our reported operating results and our cash flows as we translate our foreign subsidiaries’ financial statements from their reporting currencies into U.S. dollars. In the year ended December 31, 2015 compared to the year ended December 31, 2014, the appreciation of the U.S. dollar relative to the reporting currencies of our foreign subsidiaries resulted in lower reported results in such foreign reporting entities. In particular, the exchange rates used to translate our foreign subsidiaries’ financial results in the year ended December 31, 2015 compared to the year ended December 31, 2014 reflected, on average, the U.S. dollar strengthening against the Euro, Australian dollar, and Canadian dollar by 21%, 27%, and 20%, respectively. See “Risk Factors—Risks Relating to Our Business and Industry—Exchange rate fluctuations may impact our business, financial condition, and results of operations” and “—Quantitative and Qualitative Disclosures About Market Risk—Exchange Rate Risk”.

Public Company Costs

As a result of this initial public offering, we will incur additional legal, accounting, board compensation, and other expenses that we did not previously incur, including costs associated with Securities and Exchange Commission, or “SEC”, reporting and corporate governance requirements. These requirements include compliance with the Sarbanes-Oxley Act of 2002, as amended, as well as other rules implemented by the SEC and the national securities exchanges. Our financial statements following this offering will reflect the impact of these expenses.

Borrowings and Refinancings

Amounts outstanding under our prior credit facilities and 12.25% senior secured notes were repaid in October 2014. At such time, we entered into the Corporate Credit Facilities, which bear interest at substantially lower rates than the refinanced debt. In July 2015, we borrowed an additional $480 million under the Corporate Credit Facilities primarily to fund distributions to our shareholders. Accordingly, our results have been impacted by substantial changes in our net interest expense throughout the periods presented. See “—Liquidity and Capital Resources” below.

Components of our Operating Results

Net Revenues

Our net revenues are a function of sales volumes and selling prices, each of which is a function of product mix, and consist primarily of:

•

sales of a wide variety of interior and exterior doors, including patio doors, for use in residential and non-residential applications, with and without frames, to a broad group of wholesale and retail customers in all of our geographic markets;

•

sales of a wide variety of windows for both residential and certain non-residential uses, to a broad group of wholesale and retail customers primarily in North America, Australia, and the United Kingdom; and

•

other sales, including sales of moldings, trim board, cut stock, glass, stairs, hardware and locks, door skins, shower enclosures, wardrobes, window screens, and miscellaneous installation and other services revenue.

Net revenues do not include internal transfers of products between our component manufacturing, product manufacturing and assembly, and distribution facilities.

Cost of Sales

Cost of sales consists primarily of material costs, direct labor and benefit costs, including payroll taxes, repair and maintenance, depreciation, utility, rent and warranty expenses, outbound freight, and insurance and benefits, supervision and tax expenses. Detail for each of these items is provided below.

•

Material Costs. The single largest component of cost of sales is material costs, which include raw materials, components and finished goods purchased for use in manufacturing our products or for resale. Our most significant material costs include glass, wood, wood components, doors, door facings, door parts, hardware, vinyl extrusions, steel, fiberglass, packaging materials, adhesives, resins and other chemicals, core material, and aluminum extrusions. The cost of each of these items is impacted by global supply and demand trends, both within and outside our industry, as well as commodity price fluctuations, conversion costs, energy costs, and transportation costs. See “—Quantitative and Qualitative Disclosures About Market Risk—Raw Materials Risk”.

•

Direct Labor and Benefit Costs. Direct labor and benefit costs reflect a combination of production hours, average headcount, general wage levels, payroll taxes, and benefits provided to employees. Direct labor and benefit costs include wages, overtime, payroll taxes, and benefits paid to hourly employees at our facilities that are involved in the production and/or distribution of our products. These costs are generally managed by each facility and headcount is adjusted according to overall and seasonal production demand. We run multi-shift operations in many of our facilities to maximize return on assets and utilization. Direct labor and benefit costs fluctuate with headcount, but generally tend to increase with inflation due to increases in wages and health benefit costs.

•

Repair and Maintenance, Depreciation, Utility, Rent, and Warranty Expenses.

•

Repairs and maintenance costs consist of equipment and facility maintenance expenses, purchases of maintenance supplies, and the labor costs involved in performing maintenance on our equipment and facilities.

•

Depreciation includes depreciation expense associated with our production assets and plants.

•

Rent is predominantly comprised of lease costs for facilities we do not own as well as vehicle fleet and equipment lease costs. Facility leases are typically multi-year and may include increases tied to certain measures of inflation.

•

Warranty expenses represent all costs related to servicing warranty claims and product issues and are mostly related to our window products sold in the United States and Canada.

•

Outbound Freight. Outbound freight includes payments to third-party carriers for shipments of orders to our customers, as well as driver, vehicle, and fuel expenses when we deliver orders to customers. The majority of our products are shipped by third-party carriers.

•

Insurance and Benefits, Supervision, and Tax Expenses.

•

Insurance and benefit costs are the expenses relating to our insurance programs, health benefits, retirement benefit programs (including the pension plan), and other benefits that are not included in direct labor and benefits costs.

•

Supervision costs are the wages and bonus expenses related to plant managers. Both insurance and benefits and supervision expenses tend to be influenced by headcount and wage levels.

•

Tax costs are mostly payroll taxes for employees not included in direct labor and benefit costs, and property taxes. Tax expenses are impacted by changes in tax rates, headcount and wage levels, and the number and value of properties owned.

In addition, an appropriate portion of each of the insurance and benefits, supervision and tax expenses are allocated to selling, general, and administrative expenses.

Selling, general, and administrative expenses

Selling, general, and administrative expenses, or “SG&A”, consist primarily of research and development, sales and marketing, and general and administrative expenses.

Research and Development . Research and development expenses consist primarily of personnel expenses related to research and development, consulting and contractor expenses, tooling and prototype materials, and overhead costs allocated to such expenses. Substantially all of our research and development expenses are related to developing new products and services and improving our existing products and services. To date, research and development expenses have been expensed as incurred, because the period between achieving technological feasibility and the release of products and services for sale has been short and development costs qualifying for capitalization have been insignificant.

We expect our research and development expenses to increase in absolute dollars as we continue to make significant investments in developing new products and enhancing existing products.

Sales and Marketing. Sales and marketing expenses consist primarily of advertising and marketing promotions of our products and services and related personnel expenses, as well as sales incentives, trade show and event costs, sponsorship costs, consulting and contractor expenses, travel, display expenses, and related amortization. Sales and marketing expenses are generally variable expenses and not fixed expenses. We expect our sales and marketing expenses to increase in absolute dollars as we continue to actively promote our products and services.

General and Administrative . General and administrative expenses consist of personnel expenses for our finance, legal, human resources, and administrative personnel, as well as the costs of professional services, any allocated overhead, information technology, amortization of intangible assets acquired, and other administrative expenses. We expect our general and administrative expenses to increase in absolute dollars due to the anticipated growth of our business and related infrastructure as well as legal, accounting, insurance, investor relations, and other costs associated with becoming a public company.

Impairment and Restructuring Costs

Impairment and restructuring costs consist primarily of all salary-related severance benefits that are accrued and expensed when a restructuring plan has been put into place, the plan has received approval from the appropriate level of management and the benefit is probable and reasonably estimable. In addition to salary-related costs, we incur other restructuring costs when facilities are closed or capacity is realigned within the organization. Upon termination of an employment or commercial contract we record liabilities and expenses pursuant to the terms of the relevant agreement. For non-contractual restructuring activities, liabilities and expenses are measured and recorded at fair value in the period in which they are incurred.

Interest Expense, Net

Interest expense, net relates primarily to interest payments on our then-outstanding credit facilities (and debt securities in 2014). Debt issuance costs related to our indebtedness are included as an offset to long-term debt in the accompanying consolidated balance sheets and are amortized to interest expense over the life of the applicable facility using the effective interest method. See Note 17— Long-Term Debt in our financial statements for the year ended December 31, 2015 included elsewhere in this prospectus .

Other Expense (Income), Net

Other expense (income), net includes profit and losses related to various miscellaneous non-operating expenses.

Income Taxes

Income taxes are recorded using the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in income in the period that includes the date of enactment. A valuation allowance is recorded to reduce deferred tax assets to an amount that is anticipated to be realized on a more likely than not basis. Our consolidated effective income tax rate is primarily the weighted average of federal, state and provincial rates in various countries where we have operations. Our income tax rate is also affected by estimates of our ability to realize tax assets and changes in tax laws. As of December 31, 2015, our federal, state, and foreign net operating loss carryforwards were $1,705.8 million in the aggregate and $205.0 million of such net operating loss carryforwards do not expire. See Note 19— Income Taxes in our financial statements for the year ended December 31, 2015 included elsewhere in this prospectus.

Results of Operations

The tables in this section summarize key components of our results of operations for the periods indicated, both in U.S. dollars and as a percentage of our net revenues. All 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.


	Nine Months Ended						Year Ended December 31,
	September 24, 2016			September 26, 2015			2015			2014			2013
	(dollars in thousands)

Net revenues	$	2,693,630		$	2,490,112		$	3,381,060		$	3,507,206		$	3,456,539
Cost of sales		2,112,185			1,994,968			2,715,125			2,919,864			2,946,463

Gross margin		581,445			495,144			665,935			587,342			510,076
Selling, general and administrative		408,360			370,021			512,126			488,477			482,088
Impairment and restructuring charges		9,045			15,557			21,342			38,388			42,004

Operating income (loss)		164,040			109,566			132,467			60,477			(14,016	)
Interest expense, net		(53,725	)		(40,549	)		(60,632	)		(69,289	)		(71,362	)
Loss on extinguishment of debt		—			—			—			(51,036	)		—
Other income		8,960			9,979			14,120			515			12,323

Income (loss) before taxes, equity earnings (loss) and discontinued operations		119,275			78,996			85,955			(59,333	)		(73,055	)
Income tax (expense) benefit		5,633			(7,575	)		5,435			(18,942	)		(1,142	)

Income (loss) from continuing operations, net of tax		124,908			71,421			91,390			(78,275	)		(74,197	)
Loss from discontinued operations, net of tax		(2,845	)		(2,045	)		(2,856	)		(5,387	)		(5,863	)
Gain on sale of discontinued operations, net of tax		—			—			—			—			10,711
Equity earnings (loss) of non-consolidated entities		2,450			1,233			2,384			(447	)		943

Net income (loss)	$	124,513		$	70,609		$	90,918		$	(84,109	)	$	(68,406	)

Other financial data:
Adjusted EBITDA ⁽¹⁾	$	291,099		$	232,895		$	310,986		$	229,849		$	153,210
Adjusted EBITDA margin ⁽¹⁾		10.8%			9.4%			9.2%			6.6%			4.4%

(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 footnote 3 to the table under the heading “Selected Consolidated Financial Data”. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net revenues.

Comparison of the Nine Months Ended September 24, 2016 and September 26, 2015


	Nine Months Ended
	September 24, 2016						September 26, 2015
	(dollars in thousands)

				% of Net Revenues						% of Net Revenues			% Variance
Net revenues	$	2,693,630			100.0	%	$	2,490,112			100.0	%		8.2	%
Cost of sales		2,112,185			78.4	%		1,994,968			80.1	%		5.9	%

Gross margin		581,445			21.6	%		495,144			19.9	%		17.4	%
Selling, general and administrative		408,360			15.2	%		370,021			14.9	%		10.4	%
Impairment and restructuring charges		9,045			0.3	%		15,557			0.6	%		-41.9	%

Operating income		164,040			6.1	%		109,566			4.4	%		49.7	%
Interest expense, net		(53,725	)		-2.0	%		(40,549	)		-1.6	%		32.5	%
Other income		8,960			0.3	%		9,979			0.4	%		-10.2	%

Income before taxes, equity earnings and discontinued operations		119,275			4.4	%		78,996			3.2	%		51.0	%
Income tax benefit (expense)		5,633			0.2	%		(7,575	)		-0.3	%		-174.4	%

Income from continuing operations, net of tax		124,908			4.6	%		71,421			2.9	%		74.9	%
Loss from discontinued operations, net of tax		(2,845	)		-0.1	%		(2,045	)		-0.1	%		39.1	%
Equity in earnings of non-consolidated entities		2,450			0.1	%		1,233			0.0	%		98.7	%

Net income	$	124,513			4.6	%	$	70,609			2.8	%		76.3	%

Consolidated Results

Net Revenues— Net revenues increased $203.5 million, or 8.2%, to $2,693.6 million in the nine months ended September 24, 2016 from $2,490.1 million in the nine months ended September 26, 2015. The increase in net revenues was primarily due to a 7% increase associated with our recent acquisitions described under the heading “Acquisitions” above. Our core net revenues increased 2%, comprised primarily of an increase in pricing as a result of implementing our pricing optimization strategy. These increases were partially offset by an unfavorable foreign exchange impact of 1%.

Gross Margin— Gross margin increased $86.3 million, or 17.4%, to $581.4 million in the nine months ended September 24, 2016 from $495.1 million in the nine months ended September 26, 2015. Gross margin as a percentage of net revenues was 21.6% in the nine months ended September 24, 2016 and 19.9% in the nine months ended September 26, 2015. The increases in gross margin and gross margin percentage were due to acquisitions, price increases, and improved productivity, partially offset by the weakening of the British Pound, Canadian dollar and the Australian dollar in the current period which resulted in an unfavorable translation impact of $4.0 million.

SG&A Expense— SG&A expense increased $38.3 million, or 10.4%, to $408.3 million in the nine months ended September 24, 2016 from $370.0 million in the nine months ended September 26, 2015. SG&A expense as a percentage of net revenues was 15.2% for the nine months ended September 24, 2016 and 14.9% for the nine months ended September 26, 2015. The increases in SG&A expense and SG&A expense percentage were primarily due to investments in marketing and key sourcing initiatives and SG&A from our recently completed acquisitions, partially offset by the weakening of the British Pound, Canadian dollar and the Australian dollar in the current period which resulted in a favorable translation impact of $4.7 million.

Impairment and Restructuring Charges— Impairment and restructuring charges decreased $6.5 million, or 41.9%, to $9.1 million in the nine months ended September 24, 2016 from $15.6 million in the nine months ended September 26, 2015. The charges in the nine months ended September 24, 2016 consisted primarily of

ongoing personnel and plant closure costs of approximately $8.1 million as well as a $1.0 million impairment charge related to a held-for-sale building in Europe. The charges for the nine months ended September 26, 2015 consisted of $13.9 million for various plant and personnel restructuring and severance costs, a $1.5 million impairment charge related to an equity investment and related note receivable, and $0.2 million of asset impairment charges.

Interest Expense, Net— Interest expense, net increased $13.2 million, or 32.5%, to an expense of $53.7 million in the nine months ended September 24, 2016 from an expense of $40.5 million in the nine months ended September 26, 2015. The increase was primarily due to the incremental interest expense associated with the $480 million of incremental term loans borrowed in July 2015.

Income Taxes —Income tax benefit in the nine months ended September 24, 2016 was $5.6 million, compared to an expense of $7.6 million in the nine months ended September 26, 2015. The effective tax rate in the nine months ended September 24, 2016 was (4.7)% compared to an effective tax rate of 9.6% in the nine months ended September 26, 2015. The increased tax benefit of $13.2 million was due primarily to the net release of our valuation allowance of $29.4 million offset by an increase in tax expense of $3.3 million attributable to the earnings mix in the nine months ended September 24, 2016, compared to a prior period income tax benefit of $12.9 million attributable to a favorable federal audit adjustment.

Segment Results


	Nine Months Ended
	September 24, 2016					September 26, 2015
	(dollars in thousands)

			% of Net Revenues						% of Net Revenues			% Variance
Net revenues
North America		$1,579,885		58.7	%	$	1,488,570			59.8	%		6.1	%
Europe		752,199		27.9	%		727,824			29.2	%		3.3	%
Australasia		361,546		13.4	%		273,718			11.0	%		32.1	%

Total Consolidated	$	2,693,630		100.0	%	$	2,490,112			100.0	%		8.2	%


Adjusted EBITDA ⁽¹⁾
North America		$ 185,692				$	158,755						17.0	%
Europe		90,417					71,628						26.2	%
Australasia		40,246					29,951						34.4	%
Corporate and unallocated costs		(25,256)					(27,439	)					-8.0	%

Total Consolidated	$	291,099				$	232,895						25.0	%


Adjusted EBITDA as a percentage of
segment net revenues
North America		11.8%					10.7	%
Europe		12.0%					9.8	%
Australasia		11.1%					10.9	%
Total Consolidated		10.8%					9.4	%

(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 footnote 3 to the table under the heading “Selected Consolidated Financial Data”.

North America

Net revenues in North America increased $91.3 million, or 6.1%, to $1,579.9 million in the nine months ended September 24, 2016 from $1,488.6 million in the nine months ended September 26, 2015. The increase in

net revenues was primarily due to an increase in core net revenues of 3%, comprised of an increase in volume/mix of approximately 1% and an increase in pricing of approximately 2%. The increase in volume/mix was the result of increased demand for our products driven by our profitable growth initiatives. The increase in pricing was the result of implementing our pricing optimization strategy. Additionally, the acquisitions of Karona and LaCantina provided a 4% increase in net revenues. These increases were partially offset by an unfavorable foreign exchange impact of 1%.

Adjusted EBITDA in North America increased $26.9 million, or 17.0%, to $185.7 million in the nine months ended September 24, 2016 from $158.8 million in the nine months ended September 26, 2015. The increase in Adjusted EBITDA was primarily due to increased pricing and volume/mix partially offset by professional fees associated with our sourcing initiatives and increased marketing and advertising expenses.

Europe

Net revenues in Europe increased $24.4 million, or 3.3%, to $752.2 million in the nine months ended September 24, 2016 from $727.8 million in the nine months ended September 26, 2015. The increase in net revenues was primarily due to an increase in core net revenues of 1%, comprised of an increase in pricing of approximately 2%, partially offset by a decrease in volume/mix of approximately 1%. The increase in pricing was the result of implementing our pricing optimization strategy. The decrease in volume/mix was primarily a result of the realignment of our customer and product portfolio aimed at driving profitable growth. Additionally, the acquisition of Dooria provided a 4% increase in net revenues. These increases were partially offset by an unfavorable foreign exchange impact of 2%.

Adjusted EBITDA in Europe increased $18.8 million, or 26.2%, to $90.4 million in the nine months ended September 24, 2016 from $71.6 million in the nine months ended September 26, 2015. The increase in Adjusted EBITDA was primarily due to the increase in pricing and the closure of a facility in France in 2015.

Australasia

Net revenues in Australasia increased $87.8 million, or 32.1%, to $361.5 million in the nine months ended September 24, 2016 from $273.7 million in the nine months ended September 26, 2015. The increase in net revenues was primarily due to an increase in core net revenues of 1%, comprised primarily of an increase in pricing. The increase in pricing was the result of implementing our pricing optimization strategy. Volume/mix was flat in the nine months ended September 24, 2016 as organic growth in certain regions was offset by economic weakness in Western Australia. Additionally, the acquisitions of Trend and Aneeta provided a 34% increase in net revenues. These increases were partially offset by an unfavorable foreign exchange impact of 3%.

Adjusted EBITDA in Australasia increased $10.3 million, or 34.4%, to $40.3 million in the nine months ended September 24, 2016 from $30.0 million in the nine months ended September 26, 2015. The increase in Adjusted EBITDA was primarily due to the acquisitions of Trend and Aneeta and reduced material costs, partially offset by the decrease in volume/mix and an unfavorable foreign exchange impact.

Comparison of the Year Ended December 31, 2015 to the Year Ended December 31, 2014


	Year Ended December 31,
	2015						2014
	(dollars in thousands)

				% of Net Revenues						% of Net Revenues			% Variance
Net revenues	$	3,381,060			100.0	%	$	3,507,206			100.0	%		-3.6	%
Cost of sales		2,715,125			80.3	%		2,919,864			83.3	%		-7.0	%

Gross margin		665,935			19.7	%		587,342			16.7	%		13.4	%
Selling, general and administrative		512,126			15.1	%		488,477			13.9	%		4.8	%
Impairment and restructuring charges		21,342			0.6	%		38,388			1.1	%		-44.4	%

Operating income (loss)		132,467			3.9	%		60,477			1.7	%		119.0	%
Interest expense, net		(60,632	)		1.8	%		(69,289	)		2.0	%		-12.5	%
Loss on extinguishment of debt		—			0.0	%		(51,036	)		1.5	%		-100.0	%
Other income (expense)		14,120			0.4	%		515			0	%		NM

Income (loss) before taxes, equity earnings (loss) and discontinued operations		85,955			2.5	%		(59,333	)		1.7	%		NM
Income tax benefit (expense)		5,435			0.2	%		(18,942	)		0.5	%		-128.7	%

Income (loss) from continuing operations, net of tax		91,390			2.7	%		(78,275	)		2.2	%		NM
Income (loss) from discontinued operations, net of tax		(2,856	)		0.1	%		(5,387	)		0.2	%		-47.0	%
Equity earnings (loss) of non-consolidated entities		2,384			0.1	%		(447	)		0.0	%		NM

Net income (loss)	$	90,918			2.7	%	$	(84,109	)		2.4	%		NM

Other financial data:
Adjusted EBITDA ⁽¹⁾	$	310,986			9.2	%	$	229,849			6.6	%		35.3	%

(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 footnote 3 to the table under the heading “Selected Consolidated Financial Data”.

Consolidated Results

Net revenues —Net revenues decreased $126.1 million, or 3.6%, to $3,381.1 million in the year ended December 31, 2015 from $3,507.2 million in the year ended December 31, 2014. The decrease in net revenues was primarily due to an unfavorable foreign exchange impact of 8%, partially offset by a 3% increase in core net revenues, primarily comprised of an increase in pricing. The increase in pricing was the result of implementing our pricing optimization strategy. Volume/mix did not have a material impact on net revenues as increased demand in certain markets was offset by the strategic realignment of our customer and product portfolio in North America aimed at driving profitable growth. Additionally, acquisitions provided a 1% increase in net revenues.

Gross Margin— Gross margin increased $78.6 million, or 13.4%, to $665.9 million in the year ended December 31, 2015 from $587.3 million in the year ended December 31, 2014. Gross margin as a percentage of net revenues was 19.7% in the year ended December 31, 2015 and 16.7% in the year ended December 31, 2014. The increase in gross margin and gross margin percentage was primarily due to the increase in pricing in all of our segments, increased volume/mix in Europe and Australasia, and savings from cost reduction initiatives, partially offset by the unfavorable impact of foreign exchange.

SG&A Expense— SG&A expense increased $23.6 million, or 4.8%, to $512.1 million in the year ended December 31, 2015 from $488.5 million in the year ended December 31, 2014. SG&A expense as a percentage of net revenues was 15.1% in the year ended December 31, 2015 and 13.9% in the year ended December 31, 2014. The increases in SG&A expense and SG&A expense percentage were primarily due to our performance-based management incentive compensation, amortization of share-based compensation, a distribution to holders of our stock options related to the July 2015 cash distribution to our shareholders, and a legal settlement related to a former subsidiary, offset by the impact of foreign exchange.

Impairment and Restructuring Charges— Impairment and restructuring charges decreased $17.0 million, or 44.4%, to $21.3 million in the year ended December 31, 2015 from $38.4 million in the year ended December 31, 2014. The charges in the year ended December 31, 2015 consisted of $13.4 million of impairment and restructuring charges in Europe primarily due to the closure of one of our three French manufacturing facilities, $2.0 million of charges related to the consolidation of our fiber door skin designs, and $1.5 million of impairment charges related to a non-core equity investment and related notes receivable. The remaining charges of $4.4 million are primarily related to personnel restructuring. The charges in the year ended December 31, 2014 consisted of $7.1 million of impairment charges primarily related to facility closures, excess real estate, and manufacturing process changes, $13.7 million in severance costs primarily related to executive and other administrative management restructuring, $8.6 million for one-time payments related to the restructuring of our management incentive plan, which was revised to decrease the number of participants, $3.3 million for lease termination and other costs related to the relocation and downsizing of our aviation department, $2.0 million for process reengineering and $3.6 million in other individually immaterial charges across all regions.

Interest Expense, Net— Interest expense, net decreased $8.7 million, or 12.5%, to an expense of $60.6 million in the year ended December 31, 2015 from an expense of $69.3 million in the year ended December 31, 2014. The decrease was primarily due to lower interest rates in the year ended December 31, 2015 on outstanding debt as a result of refinancing certain debt in October 2014, partially offset by interest expense on the incremental term loan borrowings incurred in July 2015.

Loss on Debt Extinguishment— In the year ended December 31, 2014, we redeemed all of our outstanding 12.25% senior secured notes and incurred a loss of $51.0 million as a result of the redemption. The loss consisted of a redemption premium over face value of $28.4 million and the write-off of $22.6 million in unamortized fees associated with our former senior secured credit facility.

Other Income (Expense) —Total other income increased $13.6 million to $14.1 million in the year ended December 31, 2015 from $0.5 million in the year ended December 31, 2014. The increase was primarily due to gains on the settlement of foreign exchange contracts associated with our hedging program.

Income Taxes —Income tax benefit in the year ended December 31, 2015 was $5.4 million compared to an expense of $18.9 million in the year ended December 31, 2014. The effective income tax rate for our continuing operations was (6.3)% and 31.9% in the years ended December 31, 2015 and 2014, respectively. The reduction in tax expense of $24.4 million for the year ended December 31, 2015 was driven by an $86.2 million benefit from changes in valuation allowances in several countries as a result of improvements in our operating results in such countries, a significant improvement in our domestic results, and an $8.3 million benefit from the favorable settlement of various tax matters related to our 2007 and 2008 tax years, partially offset by a charge of $11.6 million for uncertain tax positions related to changes in how we run our business in Europe, a $4.0 million charge related to nontaxable/nondeductible items stemming from purchase accounting adjustments, and various other charges totaling $3.6 million.

Segment Results


	Year Ended December 31,
	2015			2014
	(dollars in thousands)
Net revenues from external customers							% Variance
North America	$	2,015,715		$	1,989,621		1.3	%
Europe		996,014			1,108,390		-10.1	%
Australasia		369,331			409,195		-9.7	%

Total Consolidated	$	3,381,060		$	3,507,206		-3.6	%

Percentage of total consolidated net revenues
North America		59.6	%		56.7	%
Europe		29.5	%		31.6	%
Australasia		10.9	%		11.7	%

Total Consolidated		100.0	%		100.0	%

Adjusted EBITDA ⁽¹⁾
North America	$	201,660		$	114,086		76.8	%
Europe		99,540			100,570		-1.0	%
Australasia		40,453			40,783		-0.8	%
Corporate and unallocated costs		(30,667	)		(25,590	)	19.8	%

Total Consolidated	$	310,986		$	229,849		35.3	%

Adjusted EBITDA as a percentage of segment net revenues
North America		10.0	%		5.7	%
Europe		10.0	%		9.1	%
Australasia		11.0	%		10.0	%
Total Consolidated		9.2	%		6.6	%

(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 footnote 3 to the table under the heading “Selected Consolidated Financial Data”.

North America

Net revenues in North America increased $26.1 million, or 1.3%, to $2,015.7 million in the year ended December 31, 2015 from $1,989.6 million in the year ended December 31, 2014. The increase in net revenues was primarily due to an increase in core net revenues of 2%, comprised of an increase in pricing of approximately 5%, partially offset by a decrease in volume/mix of approximately 3%. The increase in pricing was the result of implementing our pricing optimization strategy. The decrease in volume/mix was primarily a result of the realignment of our customer and product portfolio aimed at driving profitable growth. Additionally, the acquisitions of Karona and LaCantina provided a 1% increase in net revenues. These increases were partially offset by an unfavorable foreign exchange impact of 2%.

Adjusted EBITDA in North America increased $87.6 million, or 76.8%, to $201.7 million in the year ended December 31, 2015 from $114.1 million in the year ended December 31, 2014. The increase was primarily due to the increase in pricing and cost reduction initiatives, partially offset by increased investment in channel management and brand and marketing initiatives and the impact of unfavorable foreign exchange.

Europe

Net revenues in Europe decreased $112.4 million, or 10.1%, to $996.0 million in the year ended December 31, 2015 from $1,108.4 million in the year ended December 31, 2014. The decrease in net revenues was primarily due to an unfavorable foreign exchange impact of 16%, partially offset by an increase in core net revenues of 4%, comprised of an increase in volume/mix of approximately 2% and an increase in pricing of approximately 2%. The increase in volume/mix was the result of increased demand for our products driven by

our profitable growth initiatives. The increase in pricing was the result of implementing our pricing optimization strategy. Additionally, the acquisition of Dooria provided a 2% increase in net revenues.

Adjusted EBITDA in Europe decreased $1.0 million, or 1.0%, to $99.5 million in the year ended December 31, 2015 from $100.6 million in the year ended December 31, 2014. The decrease was primarily due to the unfavorable impact of foreign exchange, partially offset by the increase in volume/mix and the increase in pricing.

Australasia

Net revenues in Australasia decreased $39.9 million, or 9.7%, to $369.3 million in the year ended December 31, 2015 from $409.2 million in the year ended December 31, 2014. The decrease in net revenues was primarily due to an unfavorable foreign exchange impact of 18%, partially offset by an increase in core net revenues of 7%, comprised of an increase in volume/mix of approximately 5% and an increase in pricing of approximately 2%. The increase in volume/mix was the result of increased demand for our products driven by our profitable growth initiatives. The increase in pricing was the result of implementing our pricing optimization strategy. Additionally, the acquisition of Aneeta provided a 1% increase in net revenues.

Adjusted EBITDA in Australasia decreased $0.3 million, or 0.8%, to $40.5 million in the year ended December 31, 2015 from $40.8 million in the year ended December 31, 2014. The decrease in Adjusted EBITDA was primarily due to the unfavorable impact of foreign exchange, partially offset by the increase in volume/mix and the increase in pricing.

Comparison of the Year Ended December 31, 2014 to the Year Ended December 31, 2013


	Year Ended December 31,
	2014						2013
	(dollars in thousands)

				% of Net Revenues						% of Net Revenues			% Variance
Net revenues	$	3,507,206			100.0	%	$	3,456,539			100.0	%		1.5	%
Cost of sales		2,919,864			83.3	%		2,946,463			85.2	%		-0.9	%

Gross margin		587,342			16.7	%		510,076			14.8	%		15.1	%
Selling, general and administrative		488,477			13.9	%		482,088			13.9	%		1.3	%
Impairment and restructuring charges		38,388			1.1	%		42,004			1.2	%		-8.6	%

Operating income (loss)		60,477			1.7	%		(14,016	)		0.4	%		NM
Interest expense, net		(69,289	)		2.0	%		(71,362	)		2.1	%		-2.9	%
Loss on extinguishment of debt		(51,036	)		1.5	%		—			0.0	%		NM
Other income (expense)		515			0.0	%		12,323			0.4	%		-95.8	%

Loss before taxes, equity (loss) earnings (loss) and discontinued operations		(59,333	)		1.7	%		(73,055	)		2.1	%		-18.8	%
Income tax expense		(18,942	)		0.5	%		(1,142	)		0.0	%		NM

Loss from continuing operations, net of tax		(78,275	)		2.2	%		(74,197	)		2.1	%		5.5	%
Loss from discontinued operations, net of tax		(5,387	)		0.2	%		(5,863	)		0.2	%		-8.1	%
Gain on sale of discontinued operations, net of tax		—			0.0	%		10,711			0.3	%		-100.0	%
Equity (loss) earnings of non-consolidated entities		(447	)		0.0	%		943			0.0	%		-147.4	%

Net income (loss)	$	(84,109	)		2.4	%	$	(68,406	)		2.0	%		23.0	%

Other financial data:
Adjusted EBITDA ⁽¹⁾	$	229,849			6.6	%	$	153,210			4.4	%		50.0	%

(1)	Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted EBITDA, see footnote 3 to the table under the heading “Selected Consolidated Financial Data”.

Consolidated Results

Net Revenues —Net revenues increased $50.7 million, or 1.5%, to $3,507.2 million in the year ended December 31, 2014 from $3,456.5 million in the year ended December 31, 2013. The increase in net revenues was primarily due to an increase of 3% in core net revenues, primarily comprised of an increase in pricing. The increase in pricing was the result of implementing our pricing optimization strategy. Volume/mix did not have a material impact on net revenues, as increased demand in certain markets was offset by the realignment of our customer and product portfolio and our focus on profitable growth. The increase in core net revenues was partially offset by an unfavorable foreign exchange impact of 1%.

Gross Margin— Gross margin increased $77.3 million, or 15.1%, to $587.3 million in the year ended December 31, 2014 from $510.1 million in the year ended December 31, 2013. Gross margin as a percentage of net revenues was 16.7% in the year ended December 31, 2014 and 14.8% in the year ended December 31, 2013. The increase in gross margin and gross margin percentage was primarily due to the increase in pricing in all of our segments and the increase in volume/mix in Europe and Australasia, partially offset by a decrease in volume/mix in North America and the unfavorable impact of foreign exchange.

SG&A Expense— SG&A expense increased $6.4 million, or 1.3%, to $488.5 million in the year ended December 31, 2014 from $482.1 million in the year ended December 31, 2013. SG&A expense as a percentage of net revenues was 13.9% in the year ended December 31, 2014, unchanged from the prior year. The increase in SG&A expense was primarily due to a charge for a legal settlement related to our ESOP, an increase in the provisions for our performance-based management incentive plan, and an increase in our share-based compensation plan over the prior year, partially offset by the impact of foreign exchange.

Impairment and Restructuring Charges— Impairment and restructuring charges decreased $3.6 million, or 8.6%, to $38.4 million in the year ended December 31, 2014 from $42.0 million in the year ended December 31, 2013. The charges in the year ended December 31, 2014 consisted of $7.1 million of impairment charges primarily related to facility closures, excess real estate and manufacturing process changes, $13.7 million of severance costs related primarily to executive and other administrative management restructuring and $8.6 million for one-time payments related to the restructuring of our management incentive plan which was revised to decrease the number of participants. In addition, in the year ended December 31, 2014, we recorded restructuring charges of $3.3 million for lease termination and other costs related to the relocation and downsizing of our aviation department, $2.0 million for process reengineering, and $3.6 million of other charges. The charges in the year ended December 31, 2013 consisted of $12.2 million of impairments related to facility closures, $12.5 million for settlement of a lawsuit, and $17.3 million of restructuring charges related to various personnel and plant restructuring and severance costs.

Interest Expense, Net— Interest expense, net decreased $2.1 million, or 2.9%, to an expense of $69.3 million in the year ended December 31, 2014 from an expense of $71.4 million in the year ended December 31, 2013. The decrease was primarily due to the refinancing of our 12.25% senior secured notes completed in October 2014.

Other Income (Expense)— Total other income decreased $11.8 million, or 95.8%, to $0.5 million in the year ended December 31, 2014 from $12.3 million in the year ended December 31, 2013. The decrease was primarily due to lower gains on foreign currency hedging transactions, sales of property, plant, and equipment, and sales of discontinued operations.

Income Taxes— Income tax expense in the year ended December 31, 2014 was $18.9 million compared to $1.1 million in the year ended December 31, 2013. The effective income tax rate for our continuing operations was 31.9% and 1.6% in the years ended December 31, 2014 and 2013, respectively. The primary driver for the effective tax rate fluctuation relates to a benefit recorded in the year ended December 31, 2013 of approximately $34.1 million which reduced the effective rate in that year. This benefit was associated with a reduction in pension liabilities (income) classified in other comprehensive income. Under the exception of ASC 740-20-45-7, where a Company has a full valuation allowance, current year losses in continuing operations and net income in other comprehensive income, the tax charge associated with the net income in other comprehensive income is to be recorded as a component of the tax provision for continuing operations. In addition, there was a reduction in expense related to a year-over-year decline in our foreign sourced dividends of $5.3 million, offset by an increase in favorable IRS adjustments of $5.3 million.

Segment Results


	Year Ended December 31,
	2014			2013
	(dollars in thousands)
							% Variance
Net revenues from external customers
North America	$	1,989,621		$	1,974,457			0.8	%
Europe		1,108,390			1,071,252			3.5	%
Australasia		409,195			410,830			-0.4	%

Total Consolidated	$	3,507,206		$	3,456,539			1.5	%

Percentage of total consolidated net revenues
North America		56.7	%		57.1	%
Europe		31.6	%		31.0	%
Australasia		11.7	%		11.9	%

Total Consolidated		100.0	%		100.0	%

Adjusted EBITDA ⁽¹⁾
North America	$	114,086		$	49,920			128.5	%
Europe		100,570			94,102			6.9	%
Australasia		40,783			34,222			19.2	%
Corporate and unallocated costs		(25,590	)		(25,034	)		2.2	%

Total Consolidated	$	229,849		$	153,210			50.0	%

Adjusted EBITDA as a percentage of segment net revenues
North America		5.7	%		2.5	%
Europe		9.1	%		8.8	%
Australasia		10.0	%		8.3	%
Total Consolidated		6.6	%		4.4	%

(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 footnote 3 to the table under the heading “Selected Consolidated Financial Data”.

North America

Net revenues in North America increased $15.2 million, or 0.8%, to $1,989.6 million in the year ended December 31, 2014 from $1,974.5 million in the year ended December 31, 2013. The increase in net revenues was primarily due to an increase in core net revenues of 2%, comprised of an increase in pricing of approximately 5%, partially offset by a decrease in volume/mix of approximately 3%. The increase in pricing was the result of implementing our pricing optimization strategy. The decrease in volume/mix was primarily a result of the realignment of our customer and product portfolio aimed at driving profitable growth. The increase in core net revenues was partially offset by an unfavorable foreign exchange impact of 1%.

Adjusted EBITDA in North America increased $64.2 million, or 128.5%, to $114.1 million in the year ended December 31, 2014 from $49.9 million in the year ended December 31, 2013. The increase was primarily due to the increase in pricing, improved productivity at our manufacturing plants, and a reduction in SG&A expense related to management realignment and headcount reductions.

Europe

Net revenues in Europe increased $37.1 million, or 3.5%, to $1,108.4 million in the year ended December 31, 2014 from $1,071.3 million in the year ended December 31, 2013. The increase in net revenues was primarily due to an increase in core net revenues of 4%, comprised of an increase in volume/mix of

approximately 3% and an increase in pricing of approximately 1%. The increase in volume/mix was the result of increased demand for our products driven by our profitable growth initiatives. The increase in pricing was the result of implementing our pricing optimization strategy. The foreign exchange impact in the period was minimal.

Adjusted EBITDA in Europe increased $6.5 million, or 6.9%, to $100.6 million in the year ended December 31, 2014 from $94.1 million in the year ended December 31, 2013. The increase was primarily due to the increase in volume/mix and pricing, partially offset by increased SG&A expense related to our performance-based management incentive plan and the impact of foreign exchange.

Australasia

Net revenues in Australasia decreased $1.6 million, or 0.4%, to $409.2 million in the year ended December 31, 2014 from $410.8 million in the year ended December 31, 2013. The decrease was primarily due to an unfavorable foreign exchange impact of 7%, partially offset by an increase in core net revenues of 6%, comprised of an increase in volume/mix of approximately 4% and an increase in pricing of approximately 2%. The increase in volume/mix was the result of increased demand for our products driven by our profitable growth initiatives. The increase in pricing was the result of implementing our pricing optimization strategy.

Adjusted EBITDA in Australasia increased $6.6 million, or 19.2%, to $40.8 million in the year ended December 31, 2014 from $34.2 million in the year ended December 31, 2013. The increase was primarily due to the increase in volume/mix and the increase in pricing, partially offset by unfavorable foreign exchange impact.

Quarterly Results of Operations

The following table sets forth unaudited quarterly consolidated statements of operations data for each of the eleven quarterly periods ended September 24, 2016. The information for each of these quarters has been prepared on the same basis as the audited annual consolidated financial statements appearing elsewhere in this prospectus and, in our opinion, includes all adjustments, consisting only of normal recurring adjustments, necessary for the fair statement of the results of operations for these periods. This information should be read in conjunction with our audited consolidated financial statements and related notes appearing elsewhere in the prospectus. These quarterly results are not necessarily indicative of our operating results for a full year or any future period.


	Three Months Ended
	Sep. 24, 2016			Jun. 25, 2016			Mar. 26, 2016			Dec. 31, 2015			Sep. 26, 2015			Jun. 27, 2015			Mar. 28, 2015			Dec. 31, 2014			Sep. 27, 2014			Jun. 28, 2014			Mar. 29 2014
							(dollars in thousands)
Statements of Operations Data:
Net revenues	$	932,475		$	964,608		$	796,547		$	890,948		$	874,331		$	878,799		$	736,982		$	893,560		$	936,215		$	912,673		$	764,758
Cost of sales		721,887			751,874			638,424			720,157			690,800			695,428			608,740			730,981			768,357			758,220			662,306

Gross margin		210,588			212,734			158,123			170,791			183,531			183,371			128,242			162,579			167,858			154,453			102,452
Selling general and administrative		135,910			140,858			131,592			142,105			130,380			121,670			117,971			129,017			108,906			126,505			124,049
Impairment and restructuring charges		3,945			2,119			2,981			5,785			2,316			3,272			9,969			5,431			8,288			17,351			7,318

Operating income		70,733			69,757			23,550			22,901			50,835			58,429			302			28,131			50,664			10,597			(28,915	)
Interest expense, net		(18,547	)		(18,167	)		(17,011	)		(20,083	)		(17,917	)		(11,476	)		(11,156	)		(12,781	)		(19,218	)		(19,180	)		(18,110	)
Other income (expense)		7,731			505			724			4,141			9,823			(3,922	)		4,078			(50,040	)		670			(215	)		(936	)

Income (loss) before taxes, equity earnings (loss) and discontinued operations		59,917			52,095			7,263			6,959			42,741			43,031			(6,776	)		(34,690	)		32,116			(8,798	)		(47,961	)
Income tax benefit (expense)		(14,358	)		22,197			(2,206	)		13,010			(1,160	)		(12,564	)		6,149			(3,034	)		(7,087	)		(8,863	)		42

Income (loss) from continuing operations, net of tax		45,559			74,292			5,057			19,969			41,581			30,467			(627	)		(37,724	)		25,029			(17,661	)		(47,919	)
(Loss) income from discontinued operations, net of tax		(2,741	)		(618	)		514			(811	)		(570	)		(1,307	)		(168	)		(570	)		(4,528	)		(789	)		500
Equity earnings (loss) of non-consolidated entities		1,198			487			765			1,151			640			586			7			(572	)		(10	)		(289	)		424

Net income (loss)	$	44,016		$	74,161		$	6,336		$	20,309		$	41,651		$	29,746		$	(788	)	$	(38,866	)	$	20,491		$	(18,739	)	$	(46,995	)

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. As of September 24, 2016, we had total liquidity of $332.8 million, which included $65.4 million in cash, $211.3 million available for borrowing under the ABL Facility, AUD $18.0 million ($13.7 million) available for borrowing under the Australia Senior Secured Credit Facility, and €37.9 million ($42.4 million) available for borrowing under the Euro Revolving Facility. This compares to total liquidity of $352.9 million as of December 31, 2015 and $326.7 million as of December 31, 2014. The increase in our total liquidity at December 31, 2015 compared to December 31, 2014 was primarily due to entry into a new European revolving credit facility in January 2015 and higher cash balances, partially offset by a voluntary reduction in the size of our Australia Senior Secured Credit Facility, slightly lower availability under our ABL Facility, and $86.7 million, net of cash acquired, used to consummate the acquisitions of Dooria, Aneeta, Karona, and LaCantina; provide liquidity for distributions to shareholders; and purchase property and equipment. The decrease in our total liquidity at September 24, 2016 compared to December 31, 2015 was primarily

due to the use of cash to fund our seasonal working capital and to fund the acquisition of Trend in February 2016 and Breezway in August 2016.

Concurrent with the closing of the Onex Investment, we entered into a $300 million revolving credit facility and issued $460 million in aggregate principal amount of 12.25% senior secured notes. We utilized the proceeds from the Onex Investment and the issuance of the senior secured notes in October 2011 to repay in full the amounts owed under our then existing credit facilities, extinguishing those facilities, and to conduct a tender offer for $75 million of our common stock.

In October 2014, we entered into the Corporate Credit Facilities, consisting of a $775 million term loan and a $300 million asset based revolving credit facility. The proceeds from the term loan were primarily used to (i) repay amounts outstanding under, and extinguish, our former revolving credit facility, (ii) redeem all of the outstanding 12.25% senior secured notes at a premium over face value of $28.2 million, and (iii) satisfy our obligation under a guarantee of certain letters of credit supporting an industrial revenue bond. In connection with the debt extinguishment, we expensed unamortized fees of $22.6 million related to our former revolving credit facility and recognized this charge, as well as the $28.4 million in unamortized premium paid to the holders of the 12.25% senior secured notes, as a loss on extinguishment of debt in the consolidated statements of operations. We also incurred $15.4 million of debt issuance costs related to the Corporate Credit Facilities, which is included as a reduction of the corresponding debt liability in the accompanying consolidated balance sheets and will be amortized to interest expense over the life of the facilities using the effective interest method.

In July 2015, we amended our Term Loan Facility and borrowed an incremental $480 million thereunder. The proceeds were primarily used to make payments of approximately $420 million to holders of our then-outstanding common stock, Series A Convertible Preferred Stock, Class B-1 Common Stock, options, and RSUs. We incurred $7.9 million of debt issuance costs related to the $480 million of incremental borrowings, which is included as an offset to long-term debt in the accompanying consolidated balance sheets and will be amortized to interest expense over the life of the facility using the effective interest method. See Note 17— Long-Term Debt in our financial statements for the year ended December 31, 2015 included elsewhere in this prospectus.

In November 2016, we amended our Term Loan Facility and borrowed a further incremental $375 million thereunder. We used the proceeds thereof, together with the proceeds from borrowings under our ABL Facility, to make payments of approximately $400 million to holders of our outstanding common stock, Series A Convertible Preferred Stock, Class B-1 Common Stock, options, and RSUs, as well as to pay related fees and expenses. We incurred $7.5 million of debt issuance costs related to the $375 million of incremental borrowings, which will be included as an offset to long-term debt in our consolidated balance sheets and will be amortized to interest expense over the life of the Term Loan Facility using the effective interest method.

Based on our current level of operations, the seasonality of our business and anticipated growth, we believe that cash provided by operations and other sources of liquidity, including cash, cash equivalents and borrowings 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 are not dependent on the proceeds of this offering to meet our liquidity needs for the next twelve months.

In the years ended December 31, 2015 and 2014, we had a net change in cash and cash equivalents of $8.0 million and $67.9 million, respectively.

Cash Flows

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


	Nine Months Ended						Year Ended December 31,
	September 24, 2016			September 26, 2015			2015			2014			2013
	(dollars in thousands)
Cash provided by (used in):
Operating activities	$	110,190		$	44,738		$	172,339		$	21,788		$	(49,372	)
Investing activities		(141,609	)		(83,025	)		(158,452	)		(56,738	)		13,939
Financing activities		(17,426	)		16,714			(1,072	)		105,617			34,633
Effect of changes in exchange rates on cash and cash equivalents		631			(4,908	)		(4,786	)		(2,791	)		(3,360	)

Net change in cash and cash equivalents	$	(48,214	)	$	(26,481	)	$	8,029		$	67,876		$	(4,160	)

Cash Flow from Operations

Net cash provided by operating activities increased $65.5 million to $110.2 million in the nine months ended September 24, 2016 from $44.7 million used in operations in the nine months ended September 26, 2015. This increase was primarily due to improved profitability, reductions in cash contributions to the U.S. pension plan, and an increase in non-cash expenses incurred in the nine months ended September 24, 2016 compared to September 26, 2015.

Net cash provided by operating activities increased $150.6 million to $172.3 million in the year ended December 31, 2015 from $21.8 million in the year ended December 31, 2014. This increase was primarily due to increased net income of $175.0 million in the year ended December 31, 2015 over the year ended December 31, 2014 partially offset by increased working capital usage and a decrease in non-cash expenses included in net income compared to the year ended December 31, 2014. The decrease in other assets was primarily due to the release of a valuation allowance in France for $16.1 million.

Net cash provided by operating activities increased $71.2 million to $21.8 million in the year ended December 31, 2014 from net cash used in operating activities of $49.4 million in the year ended December 31, 2013. This increase was primarily due to a $44.2 million increase in non-cash expenses included in net income in the year ended December 31, 2014 compared to the year ended December 31, 2013, which included the $22.6 million loss on extinguishment of our 12.25% senior secured notes. In addition, we improved our working capital position through better production planning and increased collection efforts leading to a reduction of $45.0 million in working capital compared to the year ended December 31, 2013.

Cash Flow from Investing Activities

Net cash used in investing activities increased $58.6 million to $141.6 million in the nine months ended September 24, 2016 from $83.0 million in the nine months ended September 26, 2015. This increase in cash used in investing activities was primarily due to our acquisition of Breezway completed in August 2016, our acquisition of Trend completed in February 2016, and increased capital expenditures in the nine months ended September 24, 2016 compared to the nine months ended September 26, 2015.

Net cash used in investing activities increased $101.7 million to $158.5 million in the year ended December 31, 2015 from $56.7 million in the year ended December 31, 2014. This increase was primarily due to the use of $86.7 million of cash, net of the cash acquired, to complete the acquisitions completed in the year ended December 31, 2015 and $6.4 million in additional purchases of property and equipment in the year December 31, 2015 compared to the year ended December 31, 2014.

Net cash used in investing activities increased $70.7 million to $56.7 million in the year ended December 31, 2014 from cash used by investing activities of $13.9 million in the year ended December 31, 2013. The increase in cash used in investing activities was primarily due to a reduction in proceeds from sales of discontinued operations, businesses, and other assets of $91.6 million in the year ended December 31, 2014, partially offset by a $14.8 million reduction in purchases of property, equipment, and intangible assets in the year ended December 31, 2014 compared to the year ended December 31, 2013.

Cash Flow from Financing Activities

Net cash used in financing activities was $17.4 million in the nine months ended September 24, 2016 compared to net cash provided by financing activities of $16.7 million in the nine months ended September 26, 2015. This increase in usage was primarily due to lower employee note repayments, payments related to the settlement of indemnification claims under the 2011 and 2012 Stock Purchase Agreements with Onex, and a decrease in proceeds from borrowings. The change in proceeds from borrowings is attributable to the incremental term loan financing in the nine months ended September 26, 2015 associated with distributions to shareholders, which provided for increased net cash in such period, while there were no similar borrowings in the nine months ended September 24, 2016. The higher borrowings in the nine months ended September 26, 2015 were offset by $44.6 million of share repurchases.

Net cash used in financing activities in the year ended December 31, 2015 was $1.1 million and was comprised of $419.2 million of distributions to shareholders, $44.6 million in common stock repurchases, $22.8 million of net short-term and long-term borrowings, and $9.1 million of debt issuance cost payments, partially offset by $477.6 million of net proceeds from the issuance of new debt, $15.1 million of employee and director note repayments, and $2.0 million in common stock issuances.

Net cash provided by financing activities was $105.6 million in the year ended December 31, 2014 and consisted of $790.3 million of net proceeds from the issuance of new debt, $4.5 million of employee and director note repayments, partially offset by $658.7 million of net short-term and long-term borrowings, $15.7 million of debt issuance cost payments, and $14.8 million in common stock repurchases.

As of September 24, 2016, our cash balances consisted of $4.0 million in the United States and $61.4 million in non-U.S. subsidiaries. We believe that our operations in the United States will be able to fund the majority of our near term cash requirements using cash flow from operations within the United States and availability under the ABL Facility.

Holding Company Status

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

The Euro Revolving Facility and Australia Senior Secured Credit Facility contain restrictions on dividends that limit the amount of cash that the obligors under these facilities can distribute to us, JWI, and our other subsidiaries. Obligors under the Euro Revolving Facility may pay dividends only out of available cash flow and only while no default is continuing under such agreement. 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. The amount of our consolidated net assets that was restricted by these financing arrangements as of December 31, 2015 was $64.8 million, which exceeded 25% of our total consolidated assets as of December 31, 2015. For further information regarding the Euro Revolving Facility and the Australia Senior Secured Credit Facility, see “Description of Certain Indebtedness—Euro Revolving Facility” and “Description of Certain Indebtedness—Australia Senior Secured Credit Facility”.

Off-Balance Sheet Arrangements

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

Lines of Credit and Long-Term Debt

Corporate Credit Facilities

In October 2014, we entered into the Corporate Credit Facilities, which initially consisted of (i) a term loan facility in an initial principal amount of $775 million, or the “Initial Term Loans”, and (ii) a $300 million asset based revolving credit facility, or the “ABL Facility”. In July 2015, we borrowed $480 million of incremental term loans, or the “2015 Incremental Term Loans”, under the Term Loan Facility and amended our Corporate Credit Facilities to, among other things, permit a distribution of approximately $419 million to holders of our common stock, our Series A Convertible Preferred Stock, and our Class B-1 Common Stock. In November 2016, we borrowed $375 million under our Term Loan Facility. In connection therewith, we amended the Term Loan Facility (the “2016 Term Loan Amendment”) to, among other things, (i) permit a $400 million distribution, (ii) reduce the interest rate on the outstanding term loans, and (iii) conform the terms (including providing for a maturity date of July 1, 2022) of all outstanding term loans (namely, the Initial Term Loans, the 2015 Incremental Term Loans and the additional $375 million of term loans referred to above) under the Term Loan Facility (such term loans, after giving effect to such amendments, the “Amended Term Loans”). We incurred $7.5 million of debt issuance costs related to the new facility. As of November 1, 2016, we had approximately $1,611.6 million of term loans outstanding under the Term Loan Facility.

As of September 24, 2016, we were in compliance with the terms of the Corporate Credit Facilities.

Term Loan Facility

In connection with the 2016 Term Loan Amendment, we paid a fee of 0.25% on the principal amount of the Amended Term Loans. The Amended Term Loans bear interest at LIBOR (subject to a floor of 1.00%) plus a margin of 3.50% to 3.75% depending on our ratio of net debt to Adjusted EBITDA. We have entered into forward starting interest rate swap agreements in order to effectively change the interest rate on a substantial portion of our Term Loan Facility from a variable rate to a fixed rate. See “—Quantitative and Qualitative Disclosures About Market Risk—Interest Rate Risk”. The Amended Term Loans amortize in nominal quarterly installments equal to 0.25% of the initial aggregate principal amount of the Amended Term Loans. The Term Loan Facility has various non-financial covenants, including restrictions on liens, indebtedness, and dividends, customary representations and warranties, and customary events of defaults and remedies, but has no financial maintenance covenants. The Amended Term Loans mature on July 1, 2022.

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

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

ABL Facility

Extensions of credit under the ABL Facility are limited by a borrowing base calculated periodically based on specified percentages of the value of eligible inventory, eligible accounts receivable and certain other assets,

subject to certain reserves and other adjustments. The borrowing base for U.S. and Canadian borrowers is calculated separately. U.S. borrowers may borrow up to $255 million under the ABL Facility and Canadian borrowers may borrow up to $45 million under the ABL Facility, in each case subject to periodic adjustments of such sub-limits and applicable borrowing base availability.

Borrowings under the ABL Facility bear interest at LIBOR plus a margin that fluctuates from 1.50% to 2.00% depending on availability under the ABL Facility. We pay an annual commitment fee between 0.25% and 0.375% on the unused portion of the commitments under the ABL Facility. As of September 24, 2016, we had $211.3 million available under the ABL Facility. The ABL Facility has a minimum fixed charge coverage ratio that we are obligated to comply with under certain circumstances. The ABL Facility has various non-financial covenants, including restrictions on liens, indebtedness, and dividends, customary representations and warranties, and customary events of defaults and remedies. The ABL Facility matures on October 15, 2019.

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

Australia Senior Secured Credit Facility

In October 2015, JELD-WEN of Australia Pty. Ltd., or “JWA”, amended its credit agreement, or, as amended, the “Australia Senior Secured Credit Facility”, to provide for an AUD $20 million cash advance facility, an AUD $6 million interchangeable facility for guarantees/letters of credit, an AUD $7 million electronic payaway facility, an AUD $1.5 million asset finance facility, an AUD $600,000 commercial card facility, and an AUD $5 million overdraft facility. In January 2016, the Australia Senior Secured Credit Facility was further amended to reduce the cash advance facility to AUD $18 million, and increase the interchangeable facility for guarantees/letters of credit to AUD $8 million. In addition, the commercial card facility was increased to AUD $950,000. The Australia Senior Secured Credit Facility matures in June 2019. Loans under the revolving portion of the Australia Senior Secured Credit Facility bear interest at the BBR rate plus a margin of 0.75%, and a commitment fee of 1.15% is also paid on the entire amount of the revolving credit facility. Overdraft balances bear interest at the bank’s reference rate minus a margin of 1.00%, and a commitment fee of 1.15% is paid on the entire amount of the overdraft facility. As of September 24, 2016, we had AUD $6.4 million (or $4.9 million) of guarantees outstanding and AUD $0.1 million (or $0.1 million) of utilization of the commercial card facility, with AUD $34.0 million (or $25.9 million) available under this facility. The agreement requires that JWA maintain certain financial ratios, including a minimum consolidated interest coverage ratio and a maximum ratio of consolidated debt to adjusted EBITDA (as calculated therein) ratio. The Australia Senior Secured Credit Facility has various non-financial covenants, including restrictions on liens, indebtedness, and dividends, customary representations and warranties, and customary events of default and remedies. As of September 24, 2016, we were in compliance with the terms of the Australia Senior Secured Credit Facility.

Euro Revolving Facility

In January 2015, JELD-WEN of Europe B.V. (which was subsequently merged with JELD-WEN A/S, which survived the merger) entered into the Euro Revolving Facility, a €39 million revolving credit facility, which includes an option to increase the commitment by an amount of up to €10 million, with a syndicate of lenders and Danske Bank A/S, as agent. The Euro Revolving Facility matures on January 30, 2019. Loans under the Euro Revolving Facility bear interest at CIBOR, CHR LIBOR, EURIBOR, NIBOR, STIBOR or LIBOR, depending on the currency, plus a margin of 2.5%, and a commitment fee of 1% is also paid on the entire amount of the revolving credit facility calculated on a day-to-day basis. As of September 24, 2016, we had less than €0.1 million (or $0.1 million) in borrowings and €1.1 million (or $1.3 million) of bank guarantees outstanding, and €37.9 million (or $42.4 million) available under this facility. The Euro Revolving Facility requires JELD-WEN A/S to maintain certain financial ratios, including a maximum ratio of senior leverage to adjusted EBITDA (as calculated therein), and a minimum ratio of adjusted EBITDA (as calculated therein) to net finance charges. In addition, the Euro Revolving Facility has various non-financial covenants including restrictions on liens,

indebtedness, and dividends, customary representations and warranties, and customary events of default and remedies. As of September 24, 2016, we were in compliance with the terms of the Euro Revolving Facility.

Mortgage Note

In December 2007, JELD-WEN Danmark A/S entered into thirty-year mortgage notes secured by land and buildings with principal payments beginning in 2018 that will fully amortize the principal by the end of 2037. As of September 24, 2016, we had DKK 208.1 million (or $31.3 million) outstanding under these notes.

Installment Notes

We entered into installment notes representing insurance premium financing, miscellaneous capitalized equipment lease obligations, and a term loan secured by the related equipment with payments through 2022. As of September 24, 2016, we had $6.1 million outstanding under these notes.

Installment Notes for Stock

We entered into installment notes for stock representing amounts due to former or retired employees for repurchases of our stock that are payable over 5 or 10 years depending on the amount with payments through 2020. As of September 24, 2016, we had $3.4 million outstanding under these notes.

Interest Rate Swaps

We have eight outstanding interest rate swap agreements for the purpose of managing our exposure to changes in interest by effectively converting the interest rate on a portion of the Term Loan Facility to a fixed rate. Two such agreements became effective on September 30, 2015, two on June 30, 2016, and two on September 30, 2016, with the remaining two interest rate swaps scheduled to become effective on December 30, 2016. For additional information on interest rate swaps, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures About Market Risk—Interest Rate Risk”. The counterparties for these swap agreements are Royal Bank of Canada, Barclays Bank PLC, and Wells Fargo Bank, N.A. The aggregate notional amount covered under these agreements, which are all forward starting and expire on September 30, 2019, totals $972.0 million as of September 24, 2016. The table below sets forth the period, notional amount and fixed rates for our interest rate swaps:


Period	Notional		Fixed Rate
	(dollars in thousands)
September 2015 – September 2019	$	273,000		1.997	%
September 2016 – September 2019	$	273,000		2.353	%
June 2016 – September 2019	$	213,000		2.126	%
December 2016 – September 2019	$	213,000		2.281	%

Each of the swap agreements receives a floating rate based on three-month LIBOR and is settled every calendar quarter-end. The effect of these swap agreements is to lock in a fixed rate of interest on the aggregate notional amount hedged of approximately 2.1876% plus the applicable margin paid to lenders over three-month LIBOR. At September 24, 2016, the effective rate on the aggregate notional amount hedged (including the applicable margin paid to lenders over three-month LIBOR) was approximately 6.3184%. These swaps have been designated as cash flow hedges against variability in future interest rate payments on the Term Loan Facility and are marked to market through consolidated other comprehensive income (loss).

A hypothetical increase or decrease in interest rates of 1.0% (based on variable rate debt outstanding as of September 24, 2016 and taking into account the six interest rate swaps that were in effect on that date) would have increased or decreased our interest expense by $8.5 million for the nine months ended September 24, 2016 and $11.6 million for the year ended December 31, 2015.

Repaid Long-Term Debt

Former Senior Secured Notes

In October 2011, JWI issued $460 million of senior secured notes. The interest rate on the senior secured notes was 12.25%, with interest payable semi-annually and all principal amounts due on October 15, 2017. All of our outstanding 12.25% senior secured notes were redeemed in October 2014 at a premium over face value of $28.2 million with a portion of the proceeds from the Initial Term Loans. In connection with the extinguishment of the notes, we expensed $28.4 million in unamortized premium paid to the bondholders and bank fees.

Former Senior Secured Credit Facility—United States and Europe

In October 2011, JWI and JELD-WEN of Europe B.V. entered into a senior secured credit agreement for up to $300 million of revolving credit loans with a $75 million sublimit for the issuance of letters of credit and a $100 million sublimit for borrowings by JELD-WEN of Europe B.V. The agreement required us to maintain certain financial ratios, including a minimum consolidated interest coverage ratio and a maximum consolidated total leverage ratio and limited certain investments, restricted payments, asset sales and our ability to incur additional debt and liens. The base interest rate was determined using the highest of the overnight Federal Funds rate plus 0.5%, the Eurodollar rate plus 1.0% or the prime rate with a margin that varied based on our consolidated leverage ratio. Base rate loan margins ranged from 1.5% to 3.0%. Eurodollar based loans had margins ranging from 2.5% to 4.0% with a current margin of 3.0%. In October 2012, JWI and JELD-WEN of Europe B.V. amended and restated the senior secured credit agreement to add a $30 million term loan that bore interest at the Eurodollar rate plus 3.5% or the base rate plus 2.5%. In June 2013, JWI and JELD-WEN of Europe B.V. amended the senior secured credit agreement to add a $70 million term loan and also to provide for certain other amendments. Obligations outstanding under the $70 million term loan bore interest at the Eurodollar rate plus 3.5% or the base rate plus 2.50%, subject to a leverage-based step-down. All amounts outstanding under the former senior secured credit facilities were repaid in October 2014 with a portion of the proceeds from the Initial Term Loans and we expensed unamortized fees of $22.6 million in connection therewith.

As described above, in November 2016, the Amended Term Loans effectively replaced the Initial Term Loans and the 2015 Incremental Term Loans.

Contractual Obligations

The following table summarizes our significant contractual obligations at December 31, 2015 and does not give effect to the $375 million of incremental term loans and the term loan repricing which occurred on November 1, 2016:


	Payments Due By Period
	Total		Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years
	(dollars in thousands)
Contractual Obligations ⁽¹⁾
Long-term debt obligations	$	1,282,680	$	14,708	$	28,792	$	29,952	$	1,209,228
Capital lease obligations		4,537		1,886		1,645		1,006		—
Operating lease obligations		100,018		30,525		41,890		21,576		6,027
Purchase obligations ⁽²⁾		936		497		439		—		—
Interest on long-term debt obligations ⁽³⁾		403,062		68,254		134,073		131,412		69,323

Totals:	$	1,791,233	$	115,870	$	206,839	$	183,946	$	1,284,578

(1)	Not included in the table above are our unfunded pension liabilities totaling $115.4 million and uncertain tax position liabilities of $11.6 million as of December 31, 2015, for which the timing of payment is unknown.

(2)	Purchase obligations are defined as purchase agreements that are enforceable and legally binding and that specify all significant terms, including quantity, price, and the approximate timing of the transaction. The obligation reflected in the table relates primarily to a sponsorship agreement.

(3)

Interest on long-term debt obligations is calculated based on debt outstanding and interest rates in effect on December 31, 2015, taking into account scheduled maturities and amortizations and including the impact of our two interest rate swaps that were in effect on that date, but without giving effect to the two interest rate swaps that took effect on June 30, 2016, the two interest rate swaps that took effect on September 30, 2016, and those scheduled to take effect on December 30, 2016. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Lines of Credit and Long-Term Debt—Interest Rate Swaps” for a description of when such swap agreements will become effective. Interest on debt denominated in other currencies is calculated based on the exchange rate at December 31, 2015.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of its financial conditions and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management 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, management evaluates its estimates. Management bases its 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 fully disclosed in our annual consolidated financial statements included elsewhere in this prospectus. We consider the following policies to be most critical in understanding the judgments that are involved in preparing our consolidated financial statements. For a discussion of new accounting pronouncements that may affect us, refer to Note 1— Summary of Significant Accounting Policies under the heading “Recently Issued Accounting Standards” in our financial statements for the year ended December 31, 2015 included elsewhere in this prospectus.

Revenue Recognition

We recognize revenue when four basic criteria have been met: (i) persuasive evidence of a customer arrangement exists; (ii) the price is fixed or determinable; (iii) collectability is reasonably assured; and (iv) product delivery has occurred or services have been rendered. We recognize revenue based on the invoice price less allowances for sales returns, cash discounts, and other deductions as required under GAAP. Amounts billed for shipping and handling are included in net revenues, while costs incurred for shipping and handling are included in cost of sales. Incentive payments to customers that directly relate to future business are recorded as a reduction of net revenues over the periods during which such future benefits are realized.

Acquisitions

We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. If the fair value of the acquired assets exceeds the purchase price the difference is recorded as a bargain purchase in other income (expense). Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. As a result, during the measurement period, which may be up to one year from the acquisition date, material adjustments must be reflected in the comparative consolidated financial statements in the period in which the adjustment amount will be determined. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. Newly acquired entities are included in our results from the date of their respective acquisitions.

Allowance for Doubtful Accounts

Substantially all accounts receivable arise from sales to customers in our manufacturing and distribution businesses and are recognized net of offered cash discounts. Credit is extended in the normal course of business

under standard industry terms that normally reflect 60 day or less payment terms and do not require collateral. An allowance is recorded based on a variety of factors, including the length of time receivables are past due, the financial health of our customers, unusual macroeconomic conditions and historical experience. If the customer’s financial conditions were to deteriorate resulting in the inability to make payments, additional allowances may need to be recorded which would result in additional expenses being recorded for the period in which such determination was made.

Inventories

Inventories are valued at the lower of cost or market and are determined by the first-in-first-out, or “FIFO”, or average cost methods. We record provisions to write-down obsolete and excess inventory to estimated net realizable value. The process for evaluating obsolete and excess inventory requires us to make subjective judgments and estimates concerning future sales levels, quantities and prices at which such inventory will be able to be sold in the normal course of business. Accelerating the disposal process or incorrect estimates of future sales potential may cause actual results to differ from the estimates at the time such inventory is disposed or sold.

Intangible Assets

Definite lived intangible assets are amortized on a straight-line basis over their estimated useful lives that typically range from 5 to 40 years. The lives of definite lived intangible assets are reviewed and reduced if necessary whenever changes in their planned use occur. Legal and registration costs related to internally developed patents and trademarks are capitalized and amortized over the lesser of their expected useful life or the legal patent life. The carrying value of intangible assets is reviewed by management to assess the recoverability of the assets when facts and circumstances indicate that the carrying value may not be recoverable.

Long-Lived Assets

Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. Such events or circumstances include, but are not limited to, a significant decrease in the fair value of the underlying business or a change in utilization of property and equipment.

We group assets to test for impairment at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the assets.

When evaluating long-lived assets and definite lived intangible assets for potential impairment, the first step to review for impairment is to forecast the expected undiscounted cash flows generated from the anticipated use and eventual disposition of the asset. If the expected undiscounted cash flows are less than the carrying value of the asset, then an impairment charge is required to reduce the carrying value of the asset to fair value. If we recognize an impairment loss, the carrying amount of the asset is adjusted to fair value based on the discounted estimated future net cash flows and will be its new cost basis. For a depreciable long-lived asset, the new cost basis will be depreciated over the remaining useful life of that asset. For an amortizable intangible asset, the new cost basis will be amortized over the remaining useful life of the asset. Our impairment loss calculations require management to apply judgments in estimating future cash flows to determine asset fair values, including forecasting useful lives of the assets and selecting the discount rate that represents the risk inherent in future cash flows.

Goodwill

Goodwill is tested for impairment on an annual basis and between annual tests if indicators of potential impairment exist, using a fair-value-based approach. Current accounting guidance provides an entity the option

to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount prior to performing the two-step goodwill impairment test. If this is the case, the two-step goodwill impairment test is required. If it is more likely than not that the fair value of a reporting is greater than its carrying amount, the two-step goodwill impairment test is not required.

If the two-step goodwill impairment test is required, first, the fair value of the reporting unit is compared with its carrying amount (including attributable goodwill). If the fair value of the reporting unit is less than its carrying amount, an indication of goodwill impairment exists for the reporting unit and the entity must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit goodwill. Fair value of the reporting unit is determined using a discounted cash flow analysis. If the fair value of the reporting unit exceeds its carrying amount, step two does not need to be performed.

We estimated the fair value of our reporting units using a discounted cash flow model (implied fair value measured on a non-recurring basis using level 3 inputs). Inherent in the development of the discounted cash flow projections are assumptions and estimates of our future revenue growth rates, profit margins, business plans, cost of capital and tax rates. Our judgments with respect to these metrics are based on historical experience, current trends, consultations with external specialists, and other information. Changes in assumptions or estimates used in our goodwill impairment testing could materially affect the determination of the fair value of a reporting unit, and therefore, could eliminate the excess of fair value over carrying value of a reporting unit and, in some cases, could result in impairment. Such changes in assumptions could be caused by items such as a loss of one or more significant customers, decline in the demand for our products due to changing economic conditions or failure to control cost increases above what can be recouped in sale price increases. These types of changes would negatively affect our profits, revenues and growth over the long term and such a decline could significantly affect the fair value assessment of our reporting units and cause our goodwill to become impaired.

As of September 24, 2016, the fair value of our North America, Europe and Australasia reporting units would have to decline by approximately 68%, 50%, and 44%, respectively, to be considered for potential impairment.

Warranty Accrual

Warranty terms range primarily from one year to lifetime on certain window and door components. Warranties are normally limited to replacement or service of defective components for the original customer. Some warranties are transferable to subsequent owners and are generally limited to ten years from the date of manufacture or require pro-rata payments from the customer. A provision for estimated warranty costs is recorded at the time of sale based on historical experience and we periodically adjust these provisions to reflect actual experience.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate both the positive and negative evidence that is relevant in assessing whether we will realize the deferred tax assets. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. Given our current earnings and anticipated future earnings, we believe that there is a reasonable possibility that within the next twelve months, sufficient positive

evidence may become available to allow us to reach a conclusion that a significant portion of our valuation allowance will no longer be needed. The potential release of the valuation allowance is dependent on our ability to achieve sustained profitable operations from continued execution of our operating strategy. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease in the provision for income taxes for the period the release is recorded. Therefore, the exact timing and amount of the valuation allowance release and the ultimate impact on our financial statements are subject to change on the basis of the level of profitability that we are able to actually achieve.

The tax effects from an uncertain tax position can be recognized in the consolidated financial statements only if the position is more likely than not to be sustained, based on the technical merits of the position and the jurisdiction. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit and the tax related to the position would be due to the entity and not the owners. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized, upon ultimate settlement with the relevant tax authority. We apply this accounting standard to all tax positions for which the statute of limitations remains open. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

We file a consolidated federal income tax return in the United States and various states. For financial statement purposes, we calculate the provision for federal income taxes using the separate return method. Certain subsidiaries file separate tax returns in certain countries and states. Any state and foreign income taxes refundable and payable are reported in other current assets and accrued income taxes payable in the consolidated balance sheets. We record interest and penalties on amounts due to tax authorities as a component of income tax expense in the consolidated statements of operations.

Derivative Financial Instruments

We utilize derivative financial instruments to manage interest rate risk associated with our borrowings and foreign currency exposures related to subsidiaries that operate outside the United States and use their local currency as the functional currency. We record all derivative instruments in the consolidated balance sheets at fair value. Changes in a derivative’s fair value are recognized in earnings unless specific hedge criteria are met and we elect hedge accounting prior to entering into the derivative. If a derivative is designated as a fair value hedge, the changes in fair value of both the derivative and the hedged item attributable to the hedged risk are recognized in the results of operations. If the derivative is designated as a cash flow hedge, changes in the fair value of the derivative are recorded in consolidated other comprehensive income (loss) and subsequently classified to the consolidated statements of operations when the hedged item impacts earnings. At the inception of a fair value or cash flow hedge transaction, we formally document the hedge relationship and the risk management objective for undertaking the hedge. In addition, we assess both at inception of the hedge and on an ongoing basis, whether the derivative in the hedging transaction has been highly effective in offsetting changes in fair value or cash flows of the hedged item and whether the derivative is expected to continue to be highly effective. The impact of any ineffectiveness is recognized in our consolidated statements of operations.

Share-based Compensation Plan

We have a share-based compensation plan, which provides for compensation to employees through various grants of share-based instruments. We apply the fair value method of accounting using the Black-Scholes option pricing model to determine the compensation expense for stock appreciation rights. The compensation expense for restricted stock units awarded is based on the fair value of the restricted stock units at the date of grant. Compensation expense is recorded in the consolidated statements of comprehensive income (loss) and is recognized over the requisite service period. The determination of obligations and compensation expense requires the use of several mathematical and judgmental factors, including stock price, expected volatility, the anticipated life of the option, and estimated risk-free rate and the number of shares or share options expected to vest. Any difference in the number of shares or share options that actually vest can affect future compensation

expense. Other assumptions are not revised after the original estimate. For stock options granted prior to this offering, we prepared the valuations with the assistance of a third-party valuation firm, utilizing approaches and methodologies consistent with the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation , and information provided by our management, including historical and projected financial information, prospects and risks, our performance, various corporate documents, capitalization, and economic and financial market conditions. With our third-party valuation firm, we also utilized other economic, industry, and market information obtained from other resources considered reliable.

The Black-Scholes option-pricing model requires the use of weighted average assumptions for estimated expected volatility, estimated expected term of stock options, risk-free rate, estimated expected dividend yield, and the fair value of the underlying common stock at the date of grant. Because we do not have sufficient history to estimate the expected volatility of our common stock price, expected volatility is based on a selection of public guideline companies. We estimate the expected term of all stock options based on previous history of exercises. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the stock option. The expected dividend yield is 10 percent which is consistent with the preferred stock dividend rate. The fair value of the underlying common stock at the date of grant is discussed below. We estimate forfeitures based on our historical analysis of actual stock option forfeitures. Actual forfeitures are recorded when incurred and estimated forfeitures are reviewed and adjusted at least annually.

Common Stock Valuations

Due to the absence of an active market for our common stock, the fair value of our common stock is determined in good faith by our management, with the assistance and upon the recommendation of management, based on a number of objective and subjective factors consistent with the methodologies outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, referred to as the AICPA Practice Aid.

The key assumptions we used in our valuations to determine the fair value of our common stock on each valuation date included forecasted financial performance, multiples of guideline public companies, and a lack of marketability discount.

Employee Retirement and Pension Benefits

The obligations under our defined benefit pension plans are calculated using actuarial models and methods. The most critical assumption and estimate used in the actuarial calculations is the discount rate for determining the current value of benefit obligations. Other assumptions and estimates used in determining benefit obligations and plan expenses include expected return on plan assets, inflation rates, and demographic factors such as retirement age, mortality, and turnover. These assumptions and estimates are evaluated periodically and are updated accordingly to reflect our actual experience and expectations.

The discount rate used to determine the benefit obligations was computed through a projected benefit cash flow model. This approach determines the discount rate as the rate that equates the present value of the cash flows (determined using that single rate) to the present value of the cash flows where each cash flow’s present value is determined using the spot rates from the November 30, 2015 Citigroup Liability Discount Curve.

The discount rate utilized to calculate the projected benefit obligation at the measurement date for our U.S. pension plan increased to 4.25% at December 31, 2015 from 3.75% at December 31, 2014. As the discount rate is reduced or increased, the pension and post retirement obligation would increase or decrease, respectively, and future pension and post-retirement expense would increase or decrease, respectively. Lowering the discount rate by 0.25% would increase the pension and post-retirement obligation at December 31, 2015 by approximately $17.2 million and would increase estimated fiscal year 2016 expense by approximately $2.3 million. Increasing the discount rate by 0.25% would decrease the pension and post retirement obligation at December 31, 2015 by

approximately $13.8 million and would decrease estimated fiscal year 2016 expense by approximately $2.1 million.

We determine the expected long-term rate of return on plan assets based on the plan assets’ historical long-term investment performance, current asset allocation, and estimates of future long-term returns by asset class. Holding all other assumptions constant, a 1% increase or decrease in the assumed rate of return on plan assets would have decreased or increased, respectively, 2015 net periodic pension expense by approximately $2.9 million.

The actuarial assumptions we use in determining our pension benefits may differ materially from actual results because of changing market and economic conditions, higher or lower withdrawal rates, or longer or shorter life spans of participants. While we believe that the assumptions used are appropriate, differences in actual experience or changes in assumptions might materially affect our financial position or results of operations.

Capital Expenditures

We expect that the majority of our capital expenditures will be focused on supporting our cost reduction and efficiency improvement projects, certain growth initiatives, and to a lesser extent, on sustaining our current manufacturing operations. We are subject to health, safety, and environmental regulations that may require us to make capital expenditures to ensure our facilities are compliant with those various regulations.

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.

Exchange Rate Risk

We have global operations and therefore enter into transactions denominated in various foreign currencies. To mitigate cross-currency transaction risk, we analyze significant exposures where we have receipts or payments in a currency other than the functional currency of our operations, and from time to time we may strategically enter into short-term foreign currency forward contracts to lock in some or all of the cash flows associated with these transactions. We also are subject to currency translation risk associated with converting our foreign operations’ financial statements into U.S. dollars. We use short-term foreign currency forward contracts and swaps to mitigate the impact of foreign exchange fluctuations on consolidated earnings. We use foreign currency derivative contracts, with a total notional amount as of September 24, 2016 of $42.6 million, in order 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 use foreign currency derivative contracts, with a total notional amount as of September 24, 2016 of $127.4 million, to hedge the effects of translation gains and losses on intercompany loans and interest. We also use foreign currency derivative contracts, with a total notional amount as of September 24, 2016 of $128.0 million, to mitigate the impact to the consolidated earnings of the Company from the effect of the translation of certain subsidiaries’ local currency results into U.S. dollars. We do not use derivative financial instruments for trading or speculative purposes.

Interest Rate Risk

We are subject to interest rate market risk in connection with our long-term debt, which is primarily floating rate. To manage our interest rate risk we enter into interest rate swaps where we deem it appropriate. We do not

use financial instruments for trading or other speculative purposes and are not a party to any leveraged derivative instruments. Our net exposure to interest rate risk is based on the difference between outstanding variable rate debt and the notional amount of our designated interest rate swaps. We assess interest rate risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. We maintain risk management control systems to monitor interest rate risk attributable to both our outstanding or forecasted debt obligations as well as any offsetting hedge positions. The risk management control systems involve the use of analytical techniques, including cash flow sensitivity analysis, to estimate the expected impact of changes in interest rates on our future cash flows.

Our primary interest rate risk is associated with our credit facilities in the United States, Canada, Australia, and Europe. A hypothetical 100 basis point increase in interest rates would result in an additional $16.5 million in interest expense per annum under our credit facilities, assuming fully-drawn utilization of each facility. Accordingly, we entered into forward starting interest rate swap agreements to effectively change the interest rate on a portion of our variable rate Term Loan Facility to a fixed rate. As of September 24, 2016 we had eight outstanding forward starting interest rate swaps that expire in 2019, two of which became effective September 30, 2015, two of which became effective on June 30, 2016, and two of which became effective on September 30, 2016, with the remaining interest rate swaps scheduled to become effective on December 30, 2016. These eight interest rate swaps hedge $972 million of floating rate debt. Accordingly, after giving effect to such interest rate swaps, a hypothetical 100 basis point increase in interest rates would result in an additional $6.7 million in interest expense per annum under our credit facilities, assuming fully-drawn utilization of each facility. All eight interest rate swaps have been designated as cash flow hedges against variability in future interest rate payments on the Term Loan Facility and are marked to market through consolidated other comprehensive income (loss). Gains and losses are realized in other income (loss) at the time of settlement payment from or to the swap counterparty.

By using derivative financial instruments to hedge exposures to changes in interest rates and foreign currency fluctuations, we are exposed to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us. When the fair value of a derivative contract is negative, we owe the counterparty and, therefore, we are not exposed to the counterparty’s credit risk in those circumstances. We attempt to minimize counterparty credit risk in derivative instruments by entering into transactions with high-quality counterparties whose credit rating is at least Aa. Our derivative instruments do not contain credit risk related contingent features.

Raw Materials Risk

Our major raw materials include glass, vinyl extrusions, aluminum, steel, wood, hardware, adhesives, and packaging. Prices of these commodities can fluctuate significantly in response to, among other things, variable worldwide supply and demand across different industries, speculation in commodities futures, general economic or environmental conditions, labor costs, competition, import duties, tariffs, worldwide currency fluctuations, freight, regulatory costs, and product and process evolutions that impact demand for the same materials. Increasing raw material prices directly impact our cost of sales, and our ability to maintain margins depends on implementing price increases in response to increasing raw material costs. The market for our products may or may not accept price increases, and as such there is no assurance that we can maintain margins in an environment of rising commodity prices. See “Risk Factors—Risks Relating to Our Business and Industry—Prices of the raw materials we use to manufacture our products are subject to fluctuations, and we may be unable to pass along to our customers the effects of any price increases”.

We have not historically used derivatives or similar instruments to hedge commodity price fluctuations. We purchase from multiple, geographically diverse companies in order to mitigate the adverse impact of higher prices for our raw materials. We also maintain other strategies to mitigate the impact of higher raw material, energy, and commodity costs, which typically offset only a portion of the adverse impact.

BUSINESS

Our Company

We are one of the world’s largest door and window manufacturers, and we hold the #1 position by net revenues in the majority of the countries and markets we serve. 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 and R&R of residential homes and, to a lesser extent, non-residential buildings. We attribute our market leadership to our well-established brands, broad product offering, world-class manufacturing and distribution capabilities, and our long-standing customer relationships. Our goal is to achieve best-in-industry financial performance through the rigorous execution of our strategies, to reduce costs and improve quality through the implementation of operational excellence programs, drive profitable organic growth, pursue strategic acquisitions, and develop top talent.

LOGO

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

We believe our global diversification will continue to support our growth as construction activity across our various end markets continues to expand. This diversification also helps to insulate us against over-dependence on the construction trends of any particular market or region.

Our History

In October 2011, Onex acquired a majority of JELD-WEN’s voting interests. The initial investment was made in two tranches: (i) an investment in our convertible preferred stock representing an ownership stake of approximately 58%, and (ii) convertible notes redeemable within 18 months with proceeds from the operations and sale of certain non-core assets (comprised of real estate, service businesses, and other assets not related to door and window manufacturing). In April 2013, the outstanding balance of our convertible notes was converted into additional shares of convertible preferred stock. Subsequent to the initial investment, Onex made two follow-on investments. In 2012, Onex invested $50.0 million to fund a portion of the purchase price of our acquisition of CMI in exchange for additional shares of convertible preferred stock. In 2014, Onex also acquired common stock from an existing common shareholder. As of September 24, 2016, Onex owned approximately 84% of our outstanding common stock on an as-converted basis.

Our Transformation

After the Onex Investment, we began the transformation of our business from a family-run operation to a global organization with independent, professional management. The transformation accelerated after 2013 with the hiring of a new senior management team strategically recruited from a number of world-class industrial companies. Our new management team has decades of experience driving operational improvement, innovation, and growth, both organically and through acquisitions. We believe that the collective talent and experience of our team is a distinct competitive advantage. Under the leadership of our senior management team, we are systematically transforming our business through the application of process improvement and management tools focusing on three strategic areas: (i) operational excellence by implementing JEM; (ii) profitable organic growth; and (iii) strategic acquisitions. Together with our relentless focus on talent development, we are streamlining our operations, enhancing our manufacturing productivity and quality, leveraging our global sourcing capabilities, aligning our channel management strategies, investing in our brands, driving new product innovations, optimizing our pricing strategy, and executing on strategic acquisitions.


Name	Position	Joined JELD-WEN	Prior Experience

Kirk Hachigian	Executive Chairman	2014	Cooper Industries plc, GE Lighting, and Bain & Company

Mark Beck	President & Chief Executive Officer	2015	Danaher Corporation and Corning Incorporated

L. Brooks Mallard	Executive Vice President & Chief Financial Officer	2014	TRW Automotive Holdings Corporation, Eaton Corporation plc, Cooper Industries plc, and Thomas & Betts Corporation

Laura W. Doerre	Executive Vice President, General Counsel and Chief Compliance Officer	2016	Nabors Industries Ltd.

John Dinger	Executive Vice President & President, North America	2015	Eaton Corporation plc and Cooper Industries plc

Peter Maxwell	Executive Vice President & President, Europe	2015	Eaton Corporation plc and Cooper Industries plc

Peter Farmakis	Executive Vice President & President, Australasia	2013	Dexion Limited, Ciba Specialty Chemicals Corporation, and Smorgon Steel Group Limited

John Linker	Senior Vice President, Corporate Development & Investor Relations	2012	United Technologies Corporation, Goodrich Corporation, and Wells Fargo & Company

Our efforts to date have resulted in significant growth in our profitability. Our Adjusted EBITDA margin has increased by over 580 basis points and our Adjusted EBITDA has grown at a 37.7% CAGR from the year ended December 31, 2013 through the twelve-month period ended September 24, 2016. We are in the early stages of implementing our business transformation and, as a result, we believe we have an opportunity to continue growing our profitability faster than the growth in our end markets.

In the twelve-month period ended September 24, 2016, our net revenues were $3.6 billion, our net income was $144.8 million, and our Adjusted EBITDA was $369.2 million. Adjusted EBITDA has increased by $216.0 million, or 141.0%, and net income has increased by $213.2 million from the year ended December 31, 2013 to the twelve-month period ended September 24, 2016.

Our Competitive Strengths

Global Industry Leader With Strong Brands

World-Class Leadership Implementing Lasting Operational Improvements

Multiple Levers To Grow Earnings

•

operational excellence programs to improve our profit margins and free cash flow by reducing costs and improving quality;

•

initiatives to drive profitable organic sales growth, including new product development, investments in our brands and marketing, channel management, and pricing optimization; and

•

acquisitions to expand our business.

Long-Standing Customer Relationships

We have long-established relationships with our customers throughout our end markets, including retail home centers, wholesale distributors, and building product dealers. Our relationships are built upon the strength of our brands, the breadth of our product offering, our focus on customer service, and our commitment to quality and innovation. We believe that we are uniquely positioned to serve our large national and multinational customers, because of the breadth of our global manufacturing and sales network. The majority of our top ten customers have purchased our products for 17 years or more. In many of our key markets, we are the only competitor that can offer our customers a diverse range of multiple door and window product lines, further strengthening our relationships with our largest customers. Our relationships with leading distributors and retailers in each of our geographic end markets position us to benefit from the long-term growth in the global housing market and provide us with a valuable network for the introduction of new products developed internally or added through acquisition.

Significant Diversification Across End Markets, Channels, and Geographies

provides us with greater business stability than if we participated in a single market and allows us to participate in growth across all phases of the construction cycle. Furthermore, our global platform of 115 manufacturing facilities across 19 countries enables us to serve customers across approximately 82 countries and helps limit our dependence on a specific geographic region. Although we generate approximately 60% of our net revenues in North America, positioning us for continued growth from the ongoing recovery in the U.S. domestic construction markets, we also generate approximately one-third of our net revenues from a diverse set of European markets that we believe are in the earlier stages of recovery.

Broad Global Manufacturing Network, Vertically Integrated In Key Product Lines

We have invested significant capital to build our global network of 115 manufacturing facilities that is unique among our competition in terms of capability, scale, and capacity. The global nature of our operations allows us to leverage key functions across these operations, such as sourcing and engineering. For many product lines, our manufacturing processes are vertically integrated, enhancing our range of capabilities and quality control as well as providing us with supply chain, transportation, and working capital savings. For example, we manufacture our own molded interior door skins for use in North America, France, and the United Kingdom, where molded doors are the predominant residential interior door type. As another example of our vertical integration, in our North American wood window business, we start with a whole log, which we cut into lumber at our own sawmill facility, craft the critical components for our window products, and treat the finished product with our proprietary AuraLast wood treatment process. Our operating platform allows us to deliver our broad portfolio of products to customers across the globe, enhances our ability to innovate, optimizes our cost structure, provides greater value and improved service to our customers, and strengthens our market positions.

Our Business Strategy

We seek to achieve best-in-industry financial performance through the disciplined execution of:

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operational excellence programs, such as JEM, to improve our profit margins and free cash flow by reducing costs and improving quality;

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initiatives to drive profitable organic sales growth, including new product development, investments in our brands and marketing, channel management, and pricing optimization; and

•

acquisitions to expand our business.

Expand Our Margins and Free Cash Flow Through Operational Excellence

With 115 manufacturing facilities around the world and over 20,000 dedicated employees, we have a global manufacturing footprint that is unique in the door and window industry. We have identified a substantial opportunity to improve our profitability by building a culture of operational excellence and continuous improvement across all aspects of our business through our JEM initiative. Historically, we were not centrally managed and had a limited focus on continued cost reduction, operational improvement, and strategic material sourcing. This resulted in profit margins that were lower than our building products peers and far lower than what would typically be expected of a world-class industrial company.

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reducing labor costs, overtime, and waste by optimizing planning and manufacturing processes;

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reducing warranty costs by improving quality.

Drive Profitable Organic Sales Growth

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New Product Development : Our management team has renewed our focus on innovation and new product development. We believe that leading the market in innovation will enhance demand for our products, increase the rate at which our products are specified into home and non-residential designs, and allow us to sell a higher margin product mix. For example, in North America, we have recently increased our investment in research and development by hiring over 20 engineers, who will work closely with our expanded group of product line managers to identify unmet market needs and develop new products. We have also implemented a rigorous new governance process that prioritizes the most impactful projects and is expected to improve the efficiency and quality of our research and development efforts. We have launched several new North American product lines and line extensions in recent years, such as the Siteline window series, Epic Vue window, DF Hybrid window, and the Moda door collection. In Australia, we recently launched a new Deco contemporary door product line, a new pivot door series, a wood window line extension and the Alumiere aluminum window series. In Europe, we recently launched new steel door product lines that provide enhanced levels of security, safety, and impact resistance. While product specifications and certifications vary from country to country, the global nature of our operations allows us to leverage our global innovation capabilities and share new product designs across our markets. An example of global sharing of innovation is the “soft close” door system, which is based on hardware originally designed and manufactured by our European operations that is now being offered in North America and Australia.

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Brand and Marketing Investment : We recently began to make meaningful investments in new marketing initiatives designed to enhance the positioning of the JELD-WEN family of brands. Our new initiatives include marketing campaigns focused on the distributor, builder, architect, and consumer communities. At the trade and architect level, we have invested in print media as well as social media, with a focus on our “whole home” offering of doors and windows. At the consumer level, we have recently invested in television advertising as well as partnerships such as “Dream Home Giveaway” on HGTV in the United States and the “House Rules” television show in Australia. Consistent with our efforts to drive operational excellence across all areas of our business, we are implementing research-based analytical tools to help optimize the effectiveness of our marketing efforts. We believe these branding initiatives are educating and building awareness with consumers, architects, and designers, as well as increasing the frequency with which our products are sought after by consumers and specified by builders and architects.

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focused on improving the customer experience, including new quoting software, a new “Partners Portal” web interface, and a centralized repository of building information modeling files for architects, which are used to specify our products into architectural drawings. In many cases these initiatives are designed to incentivize our customers to sell our higher margin and value-add products. These incentives help our customers grow their businesses in a profitable manner while also improving our sales volumes and the margin of our product mix. For example, our new True BLU dealer management program groups our North American distribution customers into tiers based on the breadth and sales volume of JELD-WEN door and window products they carry, and provides benefits and rewards to each customer based on their tier classification. The True BLU program provides a strong incentive for distribution customers to increase the number of JELD-WEN products that they sell, providing us with opportunities to further penetrate the market with our more complete solution.

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Complement Core Earnings Growth With Strategic Acquisitions

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Enhancing Our Product Portfolio : We strive to provide the broadest range of doors and windows to our customers so that we can enhance our share of their overall spend. Along with our organic new product development pipeline, we seek to expand our door and window product portfolio by acquiring companies that have developed unique products, technologies, or processes. Our recent acquisitions of Karona (stile and rail doors), LaCantina (folding and sliding wall systems), Aneeta (sashless windows), and Breezway (louver windows) are examples of this strategy.

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New Markets and Geographies: Opportunities also exist to expand our company through the acquisition of complementary door and window manufacturers in new geographies as well as providers of product lines and value-added services. While this has not been a major focus in recent years, we expect it to be a key element in our long-term growth.

Our Products

Doors

Scandinavia (which is comprised of Denmark, Sweden, Norway, and Finland). We hold #2 positions in residential doors by net revenues in Canada, the United Kingdom, and Austria. We offer a full line of residential interior and exterior door products, including patio doors and folding or sliding wall systems. Our non-residential door product offering is concentrated in Europe, where we are the #1 non-residential door provider by net revenues in Germany, Austria, Switzerland, and Scandinavia. In order to meet the style, design, and durability needs of our customers across a broad range of price points, our product portfolio encompasses many types of materials, including wood veneer, composite wood, steel, glass, and fiberglass. Our interior and exterior residential door models generally retail at prices ranging from $30 to $40 for our most basic products to several thousand dollars for our high-end exterior doors. Our highest volume products include molded interior doors, which are made from two composite molded door skins joined by a wooden frame and filled with a hollow honey-cell core or other solid core materials. These low-cost doors are the most popular choice for interior residential applications in North America and also are prevalent in France and the United Kingdom. In Europe, we also sell highly engineered non-residential doors, with features such as soundproofing, fire resistance, radiation resistance, and added security. We also manufacture stile and rail doors in our Southeast Asia manufacturing facilities, as well as in the United States through our recent acquisition of Karona. Additionally, we offer profitable value-add services in all of our markets, including pre-hanging and pre-finishing. These services are valued by labor constrained customers and allow us to capture more profit from the sale of our door products. Our newest door product offering includes folding and sliding wall systems through our recent acquisition of LaCantina, which closed in October 2015.

We manufacture our own composite molded skins for our interior door business. In the last several years, we have added significant door skin capacity into the North America market, primarily as a result of the opening of our facility in Dodson, Louisiana.

Windows

We hold the #3 position by net revenues in residential windows in the United States and Canada and the #1 position in Australia. We manufacture wood, vinyl, and aluminum windows in North America, wood and aluminum windows in Australia, and wood windows in the United Kingdom. Our window product lines comprise a full range of styles, features, and energy-saving options in order to meet the varied needs of our customers in each of our regional end markets. For example, our high performance wood and vinyl windows with multi-pane glazing and superior energy efficiency properties are in greater demand in Canada and the northern United States. By contrast, our lower-cost aluminum framed windows are popular in some regions of the southern United States, while in coastal Florida certain local building codes require windows that can withstand the impact of debris propelled by hurricane-force winds. Wood windows are prevalent as a high-end option in all of our markets because they possess both insulating qualities and the beauty of natural wood. In North America our wood windows and patio doors include our proprietary AuraLast treatment, which is a unique water-based wood protection process that provides protection against wood rot and decay. We believe AuraLast is unique in its ability to penetrate and protect the wood through to the core, as opposed to being a shallow or surface-only treatment. Our newest window product offerings include sashless window systems through our recent acquisition of Aneeta which closed in August 2015. Our windows typically retail at prices ranging from $100 to $200 for a basic vinyl window to over $1,000 for a custom energy-efficient wood window. We believe that our innovative energy-efficient windows position us to benefit from increasing environmental awareness among consumers and from changes in local building codes. In recognition of our expansive energy-efficient product line, we have been an ENERGY STAR partner since 1998.

Other Ancillary Products and Services

In certain regions, we sell a variety of other products that are ancillary to our door and window offerings, which we do not classify as door or window sales. These products include shower enclosures and wardrobes, moldings, trim board, lumber, cutstock, glass, staircases, hardware and locks, cabinets, and screens. Molded door skins sold to certain third-party manufacturers, as well as miscellaneous installation and other services, are also included in this category.

We sell molded door skins to certain customers pursuant to long-term contracts, and these customers in turn use the molded door skins to manufacture interior doors and compete directly against us in the marketplace. We have given notice of termination of one of these contracts, pursuant to which that contract will expire at the end of its term. The counterparty to this agreement has asserted various claims against us and has filed a complaint on purported antitrust, breach of contract, breach of warranty, and tort grounds. We believe their claims lack merit and intend to defend vigorously against this action. For additional information, see “—Legal Proceedings”.

Our End Markets

The table below highlights the breadth of our global operations as of and for the year ended December 31, 2015:


	North America	Europe	Australasia

% Net Revenues	60%	29%	11%
Manufacturing Facilities ⁽¹⁾	44	28	43

Key Market Positions ⁽²⁾	• #1 in residential doors in the United States • #2 in residential doors in Canada • #3 in residential windows in the United States and Canada	• #1 in residential and non-residential doors in Germany, Switzerland, and Scandinavia • #1 in non-residential doors and #2 in residential doors in Austria • #2 in non-residential doors and #3 in residential doors in France • #2 in residential doors in the United Kingdom	• #1 in residential doors in Australia • #1 in residential windows in Australia

Net Revenues by Product Type	• Doors (57%) • Windows (33%) • Other (10%)	• Doors (92%) • Windows (3%) • Other (5%)	• Doors (42%) • Windows (30%) • Other (28%)

Net Revenues by Construction Application ⁽³⁾	• Residential R&R (52%) • Residential new construction (46%) • Non-residential (2%)	• Residential R&R (44%) • Residential new construction (26%) • Non-residential (30%)	• Residential R&R (26%) • Residential new construction (72%) • Non-residential (2%)

Key Brands ⁽¹⁾

• JELD-WEN

• CraftMaster

• LaCantina

• Karona

• JELD-WEN

• Swedoor

• DANA

• Dooria

• Kilsgaard

• JELD-WEN

• Stegbar

• Corinthian

• Trend

• Aneeta

• Regency

• Breezway

(1)	As of December 12, 2016.

(2)	Based on the Freedonia Report. Our market position is based on rankings by net revenues.

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

North America

In our North America segment, we primarily compete in the market for residential doors and windows in the United States and Canada. We are the only manufacturer that offers a full line of interior and exterior door and window products, allowing us to offer a more complete solution to our customer base. According to the Freedonia Report, the market for our residential door and window products in the United States and Canada generated approximately $10.8 billion in sales in 2015. We believe that our total market opportunity in North America is significantly larger and includes non-residential applications, other door and window related products, and value-added services. We believe that the significant contributions from R&R construction activity provide these markets with enhanced stability during periods of stagnant or declining new construction activity. According to the U.S. Census Bureau, total housing starts in 2014 and 2015 were 1.0 million and 1.1 million units, respectively, significantly below the 20 and 50-year averages of 1.5 million units. According to the Joint Center for Housing Studies, residential R&R spending reached $285.4 billion in 2015, which was an increase of 4.4% from $273.3 billion in 2014. We believe that our leading position in the North American market will enable us to benefit from continued recovery in residential construction activity over the next several years.

Europe

Australasia

In our Australasia segment, we primarily compete in the market for residential doors and windows in Australia, where we hold the #1 position by net revenues. According to the Freedonia Report, the market for residential door and window products in Australia generated approximately $1.4 billion in sales in 2015. We believe that our total market opportunity in the Australasian region is significantly larger and includes non-residential applications, and other countries in the region, as well as other related building products, and value-added services. For example, we also sell a full line of shower enclosures and wardrobes throughout Australia. In 2015, new housing and R&R spend increased 6.1% and 2.7%, respectively, according to Australia’s Housing Industry Association.

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Materials

Historically our sourcing function primarily operated in a regional, decentralized model. With our recent leadership transformation, we have increased our focus on making global sourcing a competitive advantage, as evidenced by our hiring in 2016 of an experienced procurement executive to lead our global sourcing function. Under his leadership, our focus will be on minimizing material costs through strategic global sourcing and value-added re-engineering of components. We believe leveraging our significant spending and the global nature of our purchases will allow us to achieve these goals.

We generally maintain a diversified supply base for the materials used in our manufacturing operations. Materials represented approximately 53% of our cost of sales in the year ended December 31, 2015. The primary materials used for our door business include wood, wood veneers, wood composites, steel, glass, internally produced door skins, fiberglass compound, and hardware, as well as petroleum based products such as resin and binders. The primary materials for our window business include wood, wood components, glass, hardware, aluminum extrusions, and vinyl extrusions. Wood components for our window operations are sourced primarily from our own manufacturing plants, which allow us to improve margins and take advantage of our proprietary technologies such as our AuraLast wood treatment process.

We track commodities in order to understand our vendors’ costs, realizing that our costs are determined by the broader competitive market as well as by increases in the inputs to our vendors. In order to manage the risk in material costs, we develop strategic relationships with suppliers, routinely evaluate substitute components, develop new products, vertically integrate where applicable and seek alternative sources of supply from multiple vendors and often from multiple geographies.

Sales and Marketing

We actively market and sell our products directly to our customers around the world through our global sales force and indirectly through our marketing and branding initiatives. Our global sales force, which is organized and managed regionally, includes over 1,000 sales professionals. Our sales force focuses on building and maintaining relationships with key customers as well as managing customer supply needs and arranging in-store promotional initiatives. In North America, we also have a dedicated team that focuses on our large home center customers. We have recently made significant investments in tools and technologies to enhance the effectiveness of our sales force and improve ease of doing business. For example, we are in the process of deploying Salesforce.com on a global basis, which will provide us with a common global customer relationship management platform. In addition, we are in the process of simplifying our order entry process by implementing online configuration tools. We have introduced an electronic ordering system for easy order placement, and we intend to expand our online retail sales. Our new strategy also includes initiatives focused on expanding our market through the use of social media. To date, these initiatives have included hosting videos and increasing our presence on Facebook.

Consistent with our new pricing strategies, we have restructured the commission and incentive plans of our sales team to drive focus on achieving profitable growth. We have also invested significantly in our architectural sales force by adding staff and tools to increase the frequency with which our products are specified by architects. We believe these investments will increase sales force effectiveness, create pull-through demand, and optimize sales force productivity.

We believe that our broad product portfolio of both doors and windows in North America and Australasia is a competitive advantage as it allows us to cross-sell our door and window products to our end customers, many of whom find it more efficient to choose one supplier for their door and window needs on a given project. None of our primary competitors in these regions offer a similarly complete range of windows as well as interior and exterior doors.

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Research and Development

Following a number of years during and after the global financial crisis of limited investment in new product development, a core element of our strategy is a renewed focus on innovation and the development of new products and technologies. We believe that leading the market in innovation will enhance demand for our products and allow us to sell a higher margin product mix. Our research and development efforts encompass new product development, derivative product development, as well as value added re-engineering of components in our existing products leading to reduced costs and manufacturing efficiencies. For example, in North America, we have recently increased our investment in research and development by hiring over 20 engineers, who will work closely with our expanded group of product line managers to identify unmet market needs and develop new products. In total, we have increased our research and development headcount by 45 people and launched over 500 products since 2013. We have also designed a new governance process that prioritizes the most impactful projects and is expected to improve the efficiency and quality of our research and development efforts. The governance process is currently being deployed globally, such that we can leverage best practices from region to region. Additionally, a substantial driver of our 2015 acquisition activity was increasing access to new and innovative products. We believe that these investments in research and development will create a competitive advantage for us.

Although product specifications and certifications vary from country to country, the global nature of our operations allows us to leverage our global innovation capabilities and share new product designs across our markets. We believe that the global nature of our research and development capabilities is unique among our door and window competition. An example of global sharing of innovation is the “soft close” door system, which is based on hardware originally designed and manufactured by our European operations that is now being offered in North America and Australia. Additionally, we have successfully launched new door designs into our North American and Australian markets that were originally developed in our European operations.

Customers

We sell our products worldwide to more than 20,000 customer locations. We have well-established relationships with numerous customers throughout the door and window distribution chain in each of our end markets, including retail home centers, wholesale distributors, and building product dealers that supply homebuilders, contractors, and consumers. Our wholesale customers include such industry leaders as BMC/Stock Building Supply, ProBuild/Builders First Source, American Building Supply, Saint-Gobain, and the Holzring group. Our home center customers include, among others, The Home Depot, Lowes, and Menards in North America; B&Q, Howdens, and Bauhaus in Europe; and Bunnings Warehouse in Australia. We have maintained relationships with the majority of our top ten customers for over 17 years and believe that the strength and tenure of our customer relationships is based on our ability to produce and deliver high-quality products quickly and in the desired volumes for a reasonable cost. Our top ten customers together accounted for approximately 44% of our revenues in the year ended December 31, 2015, and our largest customer, The Home Depot, accounted for approximately 19% of our revenues in the year ended December 31, 2015.

Competition

The door and window industry is highly competitive and includes a number of regional and international competitors. Competition is largely based on the functional and aesthetic quality of products, service quality, distribution capability and price. We believe that we are well-positioned in our industry due to our leading brands, our broad product lines, our consistently high product quality and service, our global manufacturing and distribution capabilities, and our extensive multi-channel distribution. For North American interior doors, our major competitors include Masonite and several smaller independent door manufacturers. For North American exterior doors, competitors include Masonite, Therma-Tru (a division of Fortune Brands), and Plastpro. The North American window market is highly fragmented, with sizeable competitors including Anderson, Pella, Marvin, Ply-Gem, and Milgard (a division of Masco). The door manufacturers that we primarily compete with in

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our European markets include Huga, Prüm/Garant, Daloc, Masonite, Premdor-France, and Herholz. The competitive landscape in Australia is varied across the door and window markets. In the Australian door market, Hume Doors is our primary competitor, while in the window, shower screen, and wardrobe markets we largely compete against a fragmented set of smaller companies.

Intellectual Property

We rely primarily on patent, trademark, copyright, and trade secret laws and contractual commitments to protect our intellectual property and other proprietary rights. Generally, registered trademarks have a perpetual life, provided that they are renewed on a timely basis and continue to be used properly as trademarks. We intend to maintain the trademark registrations listed below so long as they remain valuable to our business.

Our U.S. window and door trademarks include JELD-WEN, AuraLast, MiraTEC, Extira, LaCANTINA, Karona, ImpactGard, JW, Aurora, and IWP. Our trademarks are either registered or have long been used as a common law trademark by the Company. The trademarks we use outside the United States include the Stegbar, Regency, William Russell Doors, Airlite, Trend, The Perfect Fit, Aneeta, Breezway, and Corinthian marks in Australia, and Swedoor, Dooria, DANA, and Alupan in Europe.

Properties

We operate 115 manufacturing facilities, 25 distribution facilities, and 54 showrooms (which are often co-located with a manufacturing or distribution facility) located in 25 countries. In addition, we also own and lease other properties, including sales offices, closed facilities, and administrative office space in Klamath Falls, Oregon, which we own, as well as Charlotte, North Carolina; Birmingham, United Kingdom; and Sydney, Australia, each of which we lease. Our facilities in the United States, Canada, St. Kitts, St. Maarten, Chile, Peru, and Mexico are used primarily for operations involving our North America segment; our facilities in the United Kingdom, France, Austria, Switzerland, Hungary, Germany, Sweden, Denmark, Latvia, Estonia, Finland, and Russia are used primarily for operations involving our Europe segment; and our facilities in Australia, New Zealand, Malaysia, and Indonesia are used primarily for operations involving our Australasia segment. The following table provides certain information regarding our manufacturing, distribution, and showroom facilities.


Country	Facility Location	Operations	Status
United States	Ozark, AL	Manufacturing (doors)	Leased
	Wedowee, AL	Manufacturing (doors)	Leased
	Phoenix, AZ	Distribution	Owned
	Oceanside, CA	Manufacturing (wall systems)	Leased
	Rocklin, CA	Manufacturing (doors)	Owned
	Vista, CA	Manufacturing (windows)	Leased
	Coral Springs, FL	Distribution	Owned
	Kissimmee, FL	Manufacturing (doors)	Owned
	Venice, FL	Manufacturing (windows)	Leased
	Aiea, HI	Manufacturing (windows)	Leased
	Grinnell, IA	Manufacturing (multiple)	Owned
	Rantoul, IL	Manufacturing (windows)	Owned
	Ligonier, IN	Manufacturing (doors)	Owned
	Dodson, LA	Manufacturing (door skins)	Owned
	Caledonia, MI	Manufacturing (doors), Distribution	Leased
	Grand Rapids, MI	Manufacturing (doors)	Owned
	Lexington, NC	Manufacturing (doors)	Owned
	North Wilkesboro, NC	Manufacturing (door skins)	Owned
	Mt. Vernon, OH	Manufacturing (windows)	Owned
	Pataskala, OH	Distribution	Leased

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	Bend, OR	Manufacturing (multiple)	Owned
	Chiloquin, OR	Manufacturing (doors)	Owned
	Klamath Falls, OR	Manufacturing (multiple)	Owned
	Stayton, OR	Manufacturing (windows)	Owned
	Pottsville, PA	Manufacturing (doors)	Owned
	Ringtown, PA	Manufacturing (multiple)	Owned
	Towanda, PA	Manufacturing (windows)	Owned
	Garland, TX	Manufacturing (doors)	Leased
	Grand Prairie, TX	Distribution	Leased
	Sulphur Springs, TX	Manufacturing (doors)	Owned
	Ludlow, VT	Manufacturing (doors)	Owned
	North Springfield, VT	Distribution	Leased
	Kent, WA	Distribution	Leased
	Tukwila, WA	Manufacturing (coatings)	Leased
	Yakima, WA	Manufacturing (windows)	Owned
	Hawkins, WI	Manufacturing (windows)	Owned
	Craigsville, WV	Manufacturing (door skins)	Owned
Canada	Calgary, AB	Distribution (multiple)	Leased
	Edmonton, AB	Distribution	Leased
	Abbottsford, BC	Distribution	Leased
	Winnipeg, MB	Manufacturing (windows), Distribution	Owned
	Amherst, NS	Distribution	Owned
	Vaughn, ON	Manufacturing (windows)	Leased
	St. Apollinaire, QC	Manufacturing (windows)	Owned
	St. Henri, QC	Manufacturing (doors)	Owned
	Saskatoon, SK	Distribution	Leased
St. Kitts	Basseterre	Distribution	Owned
St. Maarten	Little Bay	Distribution	Leased
Chile	Santiago	Manufacturing (doors)	Owned
Peru	Lima	Manufacturing (doors)	Leased
Mexico	Tijuana	Manufacturing (multiple)	Owned
United Kingdom	Melton Mowbray	Manufacturing (multiple), Distribution	Both
	Penrith	Manufacturing (doors)	Owned
	Sheffield	Manufacturing (doors)	Owned
France	Eauze	Manufacturing (doors)	Owned
	Ussel	Manufacturing (doors)	Owned
Austria	Linz	Showroom	Leased
	Pockstein	Manufacturing (doors)	Leased
	Salzburg	Showroom	Leased
	Vienna	Showroom	Leased
	Spital am Pyhrn	Manufacturing (doors)	Owned
Croatia	Zagreb	Showroom	Leased
Switzerland	Bremgarten	Manufacturing (doors)	Owned
	Chatel Saint Denis	Showroom	Leased
	Rothrist	Showroom	Leased
	Zurich	Showroom	Leased
Hungary	Lenti	Manufacturing (doors)	Owned
Germany	Gutersloh	Distribution	Leased
	Mittweida	Manufacturing (frames)	Owned
	Oettingen	Manufacturing (doors)	Owned
Sweden	Aastorp	Manufacturing (doors)	Owned

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	Forserum	Manufacturing (doors)	Owned
	Kungsater	Manufacturing (doors)	Owned
	Vannas	Manufacturing (doors)	Owned
Denmark	Herning	Manufacturing (doors)	Owned
	Logstor	Manufacturing (doors)	Owned
	Sdr. Felding	Manufacturing (doors)	Owned
Latvia	Aizkraukle	Manufacturing (multiple)	Owned
	Dobele	Manufacturing (doors)	Owned
Estonia	Rakvere	Manufacturing (multiple)	Owned
Finland	Kuopio	Manufacturing (doors)	Owned
	Vaasky	Manufacturing (doors)	Owned
Russia	St. Petersburg	Distribution	Leased
Australia	Hume, ACT	Manufacturing (multiple)	Leased
	Alexandria, NSW	Showroom	Leased
	Batemans Bay, NSW	Showroom	Leased
	Brookvale, NSW	Manufacturing (windows), Showroom	Leased
	Cardiff, NSW	Manufacturing (multiple), Showroom	Leased
	Chatswood, NSW	Showrooms (multiple)	Leased
	Coffs Harbor, NSW	Distribution	Leased
	Dubbo, NSW	Showroom	Leased
	Girraween, NSW	Manufacturing (windows)	Leased
	Kotara, NSW	Showroom	Leased
	Lansvale, NSW	Manufacturing (windows)	Owned
	Moorebank, NSW	Manufacturing (showerscreens/wardrobes), Showroom	Leased
	Ourimbah, NSW	Manufacturing (multiple), Showrooms (multiple)	Leased
	Port Macquarie, NSW	Showroom	Leased
	Queanbeyan, NSW	Manufacturing (multiple)	Owned
	Tamworth, NSW	Manufacturing (windows), Showroom	Leased
	Taren Point, NSW	Showroom	Leased
	Thornleigh, NSW	Showroom	Leased
	South Windsor, NSW	Manufacturing (windows), Showroom	Leased
	St. Marys, NSW	Manufacturing (doors)	Owned
	Wollongong, NSW	Showroom	Leased
	Winnellie, NT	Distribution	Leased
	Acacia Ridge, QLD	Manufacturing (doors)	Owned
	Bundall, QLD	Showroom	Leased
	Caboolture, QLD	Manufacturing (windows), Showroom	Leased
	Cairns, QLD	Showroom	Leased
	Coorparoo, QLD	Manufacturing (windows), Showrooms (multiple)	Leased
	Currajong, QLD	Distribution	Leased
	Helensvale, QLD	Manufacturing (windows)	Owned
	Hervey Bay, QLD	Showroom	Leased
	Kedron, QLD	Showroom	Leased
	Maroochydore, QLD	Distribution, Showroom	Leased
	Morningside, QLD	Manufacturing (windows)	Leased
	Northgate, QLD	Manufacturing (glass)	Leased
	Ormeau, QLD	Manufacturing (multiple), Showroom	Leased
	Stones Corner, QLD	Showroom	Leased
	Toowoomba, QLD	Showroom	Leased
	Yatala, QLD	Manufacturing (multiple), Showroom	Owned
	Edwardstown, SA	Showroom	Leased
	Pooraka, SA	Manufacturing (windows), Showroom	Leased

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	Regency Park, SA	Manufacturing (multiple), Showrooms (multiple)	Both
	Salisbury, SA	Manufacturing (windows)	Leased
	Unley, SA	Showroom	Leased
	Airport West, VIC	Showroom	Leased
	Albury, VIC	Manufacturing (multiple), Showroom	Leased
	Ballarat, VIC	Showrooms (multiple)	Leased
	Bayswater, VIC	Manufacturing (windows), Showroom	Leased
	Bendigo, VIC	Showroom	Leased
	Campbellfield, VIC	Showroom	Leased
	Clayton, VIC	Manufacturing (multiple), Showroom	Leased
	Dandenong, VIC	Manufacturing (doors)	Owned
	Mitcham, VIC	Manufacturing (windows)	Leased
	North Geelong, VIC	Showroom	Leased
	Rowville, VIC	Manufacturing (multiple), Showroom	Owned
	Seaford, VIC	Manufacturing (windows)	Leased
	Shepparton, VIC	Showroom	Leased
	South Geelong, VIC	Showroom	Leased
	Canning Vale, WA	Manufacturing (doors)	Owned
	Wangara, WA	Manufacturing (multiple), Showroom	Leased
	Welshpool, WA	Distribution	Leased
New Zealand	East Tamaki	Distribution	Leased
Malaysia	Klang	Manufacturing (multiple)	Owned
Indonesia	Cicadas	Manufacturing (doors)	Owned

Employees

As of September 24, 2016, we employed approximately 20,800 people. Of our total number of employees, approximately 10,930 are employed in operations included in our North America segment, approximately 6,100 are employed in operations included in our Europe segment, and approximately 3,770 are employed in operations included in our Australasia segment. In order to adequately train our employees in North America, we recently launched JELD-WEN University, which provides product and service training from a Midwest regional training center and various mobile units.

Two facilities in the United States are covered by collective bargaining agreements, which represent approximately 440 employees. Approximately 21% of our employees in Canada work at facilities covered by collective bargaining agreements. In total, approximately 1,100, or 10%, of our employees in the United States and Canada are unionized workers. As is common in Europe and Australia, the majority of our facilities there are covered by work councils and/or labor agreements. We believe we have satisfactory relationships with our employees and, to the extent applicable, with our organized labor unions.

Environmental Matters

The geographic breadth of our facilities and the nature of our operations subject us to extensive environmental, health, and safety laws and regulations in jurisdictions throughout the world. Such laws and regulations relate to, among other things, air emissions, the treatment and discharge of wastewater, the discharge of hazardous materials into the environment, the handling, storage, use and disposal of solid, hazardous and other wastes, worker health and safety, or otherwise relate to health, safety, and protection of the environment. Many of our products are also subject to various laws and regulations such as building and construction codes, product safety regulations, and regulations and mandates related to energy efficiency.

The nature of our operations, which involve the handling, storage, use, and disposal of hazardous wastes, exposes us to the risk of liability and claims associated with contamination at our current and former facilities or sites where we have disposed of or arranged for the disposal of waste, or with the impact of our products on

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human health and safety and the environment. Laws and regulations with respect to the investigation and remediation of contaminated sites can impose joint and several liability for releases or threatened releases of hazardous materials upon statutorily defined parties, including us, regardless of fault or the lawfulness of the original activity or disposal. We have been subject to claims, including having been named as a potentially responsible party, in certain proceedings initiated pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, and similar state and foreign laws, regulations, and statutes, and may be named a potentially responsible party in other similar proceedings in the future. Unforeseen expenditures or liabilities may arise in connection with such matters.

We have also been the subject of certain environmental regulatory actions by the EPA and state regulatory agencies in the United States and foreign governmental authorities in jurisdictions in which we operate, and are obligated to make certain expenditures in settlement of those actions. We do not expect expenditures for compliance with environmental laws and regulations to have a material adverse effect on our results of operations or competitive position. However, the discovery of a presently unknown environmental condition, changes in environmental requirements or their enforcement, or other unanticipated events, may give rise to unforeseen expenditures and liabilities which could be material.

For more information, see “Risk Factors—Risks Relating to Our Business and Industry—We may be subject to significant compliance costs as well as liabilities under environmental, health, and safety laws and regulations”, “Risk Factors—Risks Relating to Our Business and Industry—We may be subject to significant compliance costs with respect to legislative and regulatory proposals to restrict emissions of greenhouse gasses, or ‘GHGs’”, and “—Legal Proceedings—Environmental Regulatory Actions”.

Environmental Sustainability

We strive to conduct our business in a manner that is environmentally sustainable and demonstrates environmental stewardship. To that end, we pursue processes that are designed to minimize waste, maximize efficient utilization of materials, and conserve resources, including using recycled and reused materials to produce portions of our products. We continue to evaluate and modify our manufacturing and other processes on an ongoing basis to further reduce our impact on the environment. We believe in the importance of our employees sharing our commitment and we strive to recruit, educate, and train our employees in these values on an ongoing basis throughout their careers with us.

Legal Proceedings

We are involved in various legal proceedings, claims, and government audits arising in the ordinary course of business. While the outcome of any pending matters is currently not determinable, management does not expect that the ultimate costs to resolve such matters will have a material adverse effect on our financial position, results of operations or cash flows.

We sell molded door skins to certain customers pursuant to long-term contracts, and these customers in turn use the molded door skins to manufacture interior doors and compete directly against us in the marketplace. We have given notice of termination of one of these contracts and, on June 29, 2016, the counterparty to the agreement, Steves and Sons, Inc., or “Steves,” filed a claim against JWI in the United States District Court for the Eastern District of Virginia, Richmond Division. The complaint alleges that our acquisition of CMI, together with subsequent price increases and termination of the contract, violated antitrust laws and constituted a breach of contract, breach of warranty, and tort. The complaint seeks injunctive relief, ordinary and treble damages, and declaratory relief. We believe Steves’ claims lack merit and intend to defend vigorously against this action.

Environmental Regulatory Actions

In 2008, we entered into an Agreed Order with the Washington Department of Ecology, or WADOE, to assess historic environmental contamination and remediation feasibility at our former manufacturing site in

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Everett, Washington. As part of this agreement, we also agreed to develop a Cleanup Action Plan, or CAP, arising from the feasibility assessment. We are currently working with WADOE to finalize our Remedial Investigation and Feasibility Study, or RI/FS, and, once final, we will develop the CAP. We estimate the remaining cost to complete our RI/FS and develop the CAP at $0.5 million, which we have fully accrued. However, because we cannot at this time reasonably estimate the cost associated with any remedial action we would be required to undertake, we have not provided accruals for any remedial actions in our consolidated financial statements. Non-Core Everett LLC, a subsidiary of the Company, also received notice of a natural resource damage claim from the Port Gardner and Snohomish River Trustee Council in connection with this site. In September 2015 we entered into a settlement agreement pursuant to which we will pay $1.2 million to settle the claim. Of the $1.2 million, the prior insurance carrier of the site has agreed to fund $1.0 million of the settlement. All amounts related to the settlement are fully accrued and we do not expect to incur any significant further loss related to the settlement of this matter. However, should extensive remedial action be required in the future (and if insurance coverage is unavailable or inadequate), the costs associated with this site could have a material adverse effect on our results of operations and cash flows.

In 2015, we entered into a Consent Order and Agreement, or COA, with the Pennsylvania Department of Environmental Protection, or PaDEP, to remove a pile of wood fiber waste from our site in Towanda, Pennsylvania, which we acquired in connection with our acquisition of CMI in 2013, by using it as fuel for a boiler at that site. The COA replaced a 1995 Consent Decree between CMI’s predecessor Masonite, Inc. and PaDEP. Under the COA, we are required to achieve certain periodic removal objectives and ultimately remove the entire pile by August 31, 2022. There are currently $10.7 million in bonds posted in connection with these obligations. If we are unable to remove this pile by August 31, 2022, then the bonds will be forfeited and we may be subject to penalties by PaDEP. We currently anticipate meeting all applicable removal deadlines; however, if our operations at this site decrease and we burn less fuel than currently anticipated then we may not be able to meet such deadlines.

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MANAGEMENT

Executive Officers and Directors

The following table sets forth information about our executive officers, significant employees and directors, including their ages as of November 1, 2016.


Name	Age		Position
Kirk Hachigian		57	Executive Chairman and Director
Mark Beck		51	Chief Executive Officer, President, and Director
L. Brooks Mallard		49	Executive Vice President and Chief Financial Officer
Laura W. Doerre		49	Executive Vice President, General Counsel and Chief Compliance Officer
John Dinger		50	Executive Vice President and President, North America
Peter Farmakis		48	Executive Vice President and President, Australasia
Peter Maxwell		54	Executive Vice President and President, Europe
Timothy Craven		48	Executive Vice President, Human Resources
John Linker		41	Senior Vice President, Corporate Development and Investor Relations
Matthew Power		47	Senior Vice President, Product Innovation
Martha (Stormy) Byorum		67	Director
Anthony Munk		56	Director
Matthew Ross		39	Director
Bruce Taten		60	Director
Patrick Tolbert		71	Director
Roderick Wendt		62	Vice Chairman and Director
Steven Wynne		64	Director
Gregory Maxwell		59	Director Nominee

Kirk Hachigian, Executive Chairman and Director. Mr. Hachigian has served as a director of the Company since September 2013 and as Executive Chairman since November 2015. Mr. Hachigian also served as Chief Executive Officer and President of the Company from March 2014 until his appointment as Executive Chairman. He served as a principal of SkyKarr Capital, a private investment firm, from January 2013 to March 2014, and as Chairman, President, and Chief Executive Officer of Cooper Industries plc, a $5.8 billion global manufacturer of electrical products, from 2006 until its merger with Eaton Corporation in October 2012. Prior to joining Cooper Industries, Mr. Hachigian was President and Chief Executive Officer of Asia Pacific Operations for GE Lighting. He has served as lead director for Allegion plc and as a director of NextEra Energy Inc. since 2013 and a director of PACCAR Inc. since 2008. He earned a B.S. in mechanical engineering from the University of California at Berkeley and an M.B.A. from The Wharton School at the University of Pennsylvania. Mr. Hachigian brings to the Company extensive global experience in the residential and commercial construction end markets, including selling through both traditional distributors and major home centers. Mr. Hachigian was selected to serve on our board of directors due to his extensive business experience with leading industrial companies and his prior service as our Chief Executive Officer.

Mark Beck, Chief Executive Officer, President, and Director. Mr. Beck joined the Company as Chief Executive Officer and President in November 2015 and joined our board of directors in May 2016. Mr. Beck joined the Company from Danaher Corporation, where he served as Executive Vice President of the Water Quality and Dental Platforms beginning in April 2014. Previously, Mr. Beck spent 18 years with Corning Incorporated in a series of management positions with increasing responsibility, culminating in his appointment as Executive Vice President of Corning Incorporated’s Environmental Technologies and Life Science units in July 2012. Earlier in his career, Mr. Beck spent six years in the residential construction industry. In addition, Mr. Beck served on the board of directors of Dow Corning Corporation, a private manufacturing company, from October 2011 to April 2014. Mr. Beck holds a B.A. in Business Management from Pacific University and an M.B.A. from Harvard Business School. Mr. Beck was selected to serve on our board of directors due to his business experience and current service as our Chief Executive Officer.

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L. Brooks Mallard, Executive Vice President and Chief Financial Officer. Mr. Mallard has served as Executive Vice President and Chief Financial Officer of the Company since November 2014. Prior to joining the Company, Mr. Mallard served as Finance Director of the Global Braking Business at TRW Automotive Holdings Corporation from March 2013 to October 2014. From 2003 to February 2013 Mr. Mallard also worked at Cooper Industries, where he served in positions of increasing authority, including Vice President of Finance and Administration of Cooper Bussmann from 2007 to August 2011 and Vice President of Finance and Administration of Cooper Power Systems from August 2011 to February 2013. Earlier in his career, Mr. Mallard served in executive financial positions at Thomas & Betts Corporation, Briggs and Stratton Corporation, and GAF Materials Corporation. Mr. Mallard holds a B.B.A. and an M.B.A. from Georgia Southern University. He has also earned both the Certified Management Accountant and Certified Financial Management designations from the Institute of Management Accountants.

Laura W. Doerre , Executive Vice President, General Counsel and Chief Compliance Officer . Ms. Doerre joined the Company in September 2016 and is responsible for the Company’s global legal affairs and global risk and compliance functions. Prior to joining the Company, Ms. Doerre served as Vice President and General Counsel for Nabors Industries Ltd. from October 2008 to August 2016. From 1996 to 2008, she held positions of increasing responsibilities with Nabors. Prior to joining Nabors in 1996, Ms. Doerre practiced commercial litigation with the law firm Mayor, Day, Caldwell & Keeton LLP. Ms. Doerre received her B.S. with distinction in Accounting from the University of North Carolina at Chapel Hill and graduated with honors from the University of Texas School of Law in 1991. She is admitted to practice law in the state of Texas.

John Dinger, Executive Vice President and President, North America. Mr. Dinger joined the Company as Executive Vice President and President, North America in November 2015. Prior to joining the Company, Mr. Dinger served as Senior Vice President and General Manager of Americas of the Crouse-Hinds Division at Eaton Corporation (formerly Cooper Industries) from January 2012 to October 2015. Mr. Dinger also served as Vice President of Global Marketing at Cooper Industries from July 2006 through December 2011. During his more than 20 years at Eaton Corporation and Cooper Industries, Mr. Dinger also served in a number of operations positions, including Vice President of Global Operations. Mr. Dinger earned a B.S. in Industrial and Systems Engineering from Ohio University and holds an M.B.A. from Syracuse University.

Peter Farmakis, Executive Vice President and President, Australasia. Mr. Farmakis joined the Company as Chief Operating Officer, Australia in September 2013 and was promoted to Executive Vice President and President, Australasia in June 2014. Prior to joining the Company, Mr. Farmakis served as Chief Executive Officer of Dexion Limited (which was acquired by GUD Holdings Limited in 2012) from 2007 until August 2013. Mr. Farmakis also served in a variety of key leadership roles with numerous companies, including as Executive General Manager of Smorgon Steel Group Limited, Distribution Business; Global Vice President of Huntsman Corporation, Advanced Materials division; Americas Regional President of Vantico Inc.; and Strategy & Corporate Planning Manager for Ciba-Geigy AG in Switzerland. He began his career in research and development with ICI (Dulux) and Bayer AG. Mr. Farmakis earned a B.S. from the University of Wollongong and a postgraduate degree in Marketing and Finance from the University of Technology, Sydney in Australia.

Peter Maxwell, Executive Vice President and President, Europe. Mr. Maxwell joined the Company as Executive Vice President and President, Europe in September 2015. Prior to joining the Company, Mr. Maxwell served as a Vice President and General Manager at MTL Instruments Group, Eaton Corporation from September 2008 to August 2015. Previously, Mr. Maxwell worked for Cooper Industries (which was acquired by Eaton Corporation in 2012) for nearly 20 years and held various general management roles of increasing responsibility within Cooper Industries and Eaton Corporation serving the commercial and industrial building sector and the oil and gas sector as Vice President and General Manager in the Crouse-Hinds Division. He served as the Chief Financial Officer of Cooper Industries’ Safety Division based in Europe from 1998 to 2002. Mr. Maxwell graduated with a B.Sc. in Civil Engineering from the University of Edinburgh before qualifying as a Chartered Accountant with Coopers & Lybrand, now PricewaterhouseCoopers LLP.

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Timothy Craven, Executive Vice President, Human Resources. Mr. Craven was appointed Vice President, Employee Relations of the Company in July 2015 and was promoted to his current role as Executive Vice President, Human Resources in February 2016. Mr. Craven is responsible for global human resources and employee relation activities. His duties include talent acquisition, training and development, wage and benefit reviews, and employee engagement. Previously, Mr. Craven was employed at Eaton Corporation (formerly Cooper Industries) where he held a number of senior-level human resources roles since 2007. Immediately prior to joining the Company, Mr. Craven served as Vice President, Human Resources at the Crouse-Hinds Division of Eaton Corporation in Syracuse, New York. Earlier in his career, Mr. Craven served in a number of human resources positions of increasing responsibility at both corporate and operating locations with Xerox’s Affiliated Computer Services Business and Honeywell, Inc. Mr. Craven earned a B.S. in human resource management from Western Illinois University.

John Linker, Senior Vice President, Corporate Development and Investor Relations. Mr. Linker joined the Company in December 2012 and currently holds the position of Senior Vice President, Corporate Development and Investor Relations. In this role, Mr. Linker has global responsibility for mergers, acquisitions, strategy, and investor relations. Previously, Mr. Linker was the Treasurer for the Company, where he was responsible for all capital markets, cash management, investor relations, credit, collections and risk management activities. Prior to joining the Company, Mr. Linker held the position of Director, Mergers and Acquisitions for the Aerospace Systems division of United Technologies Corporation and its predecessor, Goodrich Corporation, since 2008. Mr. Linker began his career in investment banking for Wells Fargo and consulting for Accenture PLC. Mr. Linker’s experience includes 16 years of corporate mergers and acquisitions and capital markets experience. Mr. Linker holds a B.A. in Economics and International Studies from Duke University and a M.B.A. from The Fuqua School of Business at Duke University.

Matthew Power, Senior Vice President, Product Innovation . Mr. Power joined the Company in October 2015 as part of the Company’s acquisition of LaCantina. From December 2003 until this acquisition, Mr. Power was President and Chief Executive Officer of LaCantina, driving its growth from a start-up to a leading brand in wall systems. Prior to co-founding LaCantina, Mr. Power served in a number of accounting and finance positions from 1998 to 2003 with Leap Wireless, Inc., a San Diego based wireless telecom provider. Mr. Power began his career as an accountant with PricewaterhouseCoopers in Australia and, upon taking up residence in San Diego, California in December 1994, joined Deloitte & Touche LLP to specialize with the firm’s emerging business clients. Mr. Power holds a B.B.A. from Curtin University of Technology in Australia and is qualified as a Chartered Accountant in Australia and Certified Public Accountant in California.

Martha (Stormy) Byorum, Director. Ms. Byorum has served on our board of directors since July 2014. She is the Founder and CEO of Cori Investment Advisors, LLC, a provider of alternative finance solutions for Latin American and U.S. Hispanic investors, which was spun off in 2003 from Violy, Byorum & Partners Holdings, LLC, a leading independent strategic advisory and investment banking firm specializing in Latin America. Previously Ms. Byorum was an Executive Vice President of Stephens, Inc., a private investment banking firm, from 2005 through 2013 and Senior Managing Director of Stephens Cori Capital Advisors, a division of Stephens, Inc., from 2005 to 2012. In 1996, prior to co-founding Violy, Byorum & Partners Holdings, LLC, Ms. Byorum ended a 24-year career at Citibank, where, among other roles, she served as Chief of Staff and Chief Financial Officer for Citibank’s Latin America Banking Group from 1986 to 1990, overseeing $15 billion of loans and coordinating activities in 22 countries. Ms. Byorum was later appointed head of Citibank’s U.S. Corporate Banking Business and a member of the bank’s Operating Committee and a Customer Group Head with global responsibilities. Ms. Byorum has served as a director of Tecnoglass Inc. since 2011, where she currently serves as Chair of the audit committee, and as a director of Northwest Natural Gas Company since 2004, where she currently serves as Chair of the finance committee and as a member of the audit and governances committees. She holds a B.B.A. from Southern Methodist University and an M.B.A. from The Wharton School at the University of Pennsylvania. Ms. Byorum brings to the board of directors expertise in finance and extensive management experience in a number of entities.

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Anthony Munk, Director. Mr. Munk is a senior managing director at Onex and has been a member of our board of directors since October 2011. Since joining Onex in 1988, Mr. Munk has worked on numerous private equity transactions. These transactions include the acquisitions and realizations of Husky Injection Molding Systems Ltd., RSI Home Products, Tompkins plc, Vencap Equities, Imperial Parking, ProSource, and Loews Cineplex; and the initial public offering of the Cineplex Galaxy Income Fund, which acquired the Canadian operations of Loews Cineplex, Cineplex Odeon, and the operations of Onex’ subsidiary, Galaxy Entertainment. More recently, Mr. Munk was involved in the acquisitions of Jack’s Family Restaurants and the Company. In addition to the Company, Mr. Munk also currently serves on the boards of directors of Cineplex Inc., Barrick Gold Corporation, and Jack’s Family Restaurants. Mr. Munk is also a member of the Advisory Board of SIG Combibloc Group. Mr. Munk previously served on the board of directors of RSI Home Products from 2008 to 2013 and the board of directors of Husky Injection Molding Systems Ltd. from 2007 to May 2011. Prior to joining Onex, Mr. Munk was a Vice President with First Boston Corporation in London, England and an Analyst with Guardian Capital in Toronto. Mr. Munk holds a B.A. from Queen’s University. Mr. Munk’s experience in a variety of strategic and financing transactions and investments qualifies him to serve as a member of our board of directors. His high level of financial expertise is a valuable asset to our board of directors. As an executive with Onex, our controlling stockholder, he has extensive knowledge of our business. His service on other boards of directors over the years allows him to provide our board of directors with a valuable perspective on corporate governance issues.

Matthew Ross, Director. Mr. Ross is a Managing Director of Onex and has been a member of our board of directors since October 2011. Mr. Ross joined Onex in 2006 and is responsible for Onex’ efforts in the building products, retail and restaurant industries. Since joining Onex, Mr. Ross has worked on Onex’ investments in RSI Home Products Inc., Tomkins plc, Husky Injection Molding Systems, Jack’s Family Restaurants and the Company. Mr. Ross currently serves on the board of directors of Jack’s Family Restaurants and previously served as a director of RSI Home Products Inc. from 2012 to 2013. Prior to joining Onex, Mr. Ross spent five years with the private equity funds of Brown Brothers Harriman & Co. as well as DB Capital Partners, the former private equity division of Deutsche Bank AG. Mr. Ross holds a B.A. from Amherst College and an M.B.A., Finance from The Wharton School at the University of Pennsylvania. Mr. Ross’ experience in a variety of strategic and financing transactions and investments qualifies him to serve as a member of our board of directors. As an executive with Onex, our controlling stockholder, who has a specific focus on investments in the building products industry, Mr. Ross has extensive knowledge of our business as well as the markets in which we operate.

Bruce Taten, Director. Mr. Taten has served on our board of directors since April 2014. Mr. Taten previously served as Senior Vice President, General Counsel and Chief Compliance Officer for Cooper Industries from 2008 until its merger with Eaton Corporation in October 2012. Previously, he was Vice President and General Counsel at Nabors Industries from 2003 until 2008 and earlier practiced law with Simpson Thacher & Bartlett LLP and Sutherland Asbill & Brennan LLP. Before attending law school, Mr. Taten practiced as a C.P.A. with Peat Marwick Mitchell & Co., which is now known as KPMG, in New York. Mr. Taten currently is a practicing attorney, private investor and owner of Battlefield Sports LLC (a specialty retailer of sporting goods and equipment). He holds a B.S. and Master’s degree from Georgetown University and a J.D. from Vanderbilt University. Mr. Taten brings experience in corporate governance, mergers and acquisitions, tax, finance and securities offerings, and compliance to the board of directors.

Patrick Tolbert, Director . Mr. Tolbert has served on our board of directors since November 2011. Mr. Tolbert has also served as Sitel Worldwide Corporation’s Chief Financial Officer since November 2010, as Sitel’s Chief Operating Officer from 2013 to 2014, as a member of Sitel’s board of directors since 2007, and as Chairman of Sitel’s audit committee from 2007 through October 2010. Mr. Tolbert is charged with leading Sitel’s financial planning, management, reporting and compliance, tax, real estate, and insurance functions on a global basis. Mr. Tolbert has served on the board of directors and as Chairman of the audit committee of Cano Petroleum, Inc. from 2006-2007, TMS International, Inc. from 2007 to 2014, and Husky International Ltd. From 2001 to 2004, Mr. Tolbert was Executive Vice President and Chief Financial and Administrative Officer for LSG Lufthansa Service Holding, AG. From 1992 to 2001, Mr. Tolbert was the Executive Vice President and Chief

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Financial and Administrative Officer for Onex Food Services, Inc. He received both a B.A. and a M.B.A. from Auburn University. Mr. Tolbert brings to the board of directors extensive management experience across a number of global businesses and expertise in finance, accounting, and tax.

Roderick Wendt, Vice Chairman and Director. Mr. Wendt has served as Vice Chairman since January 2014 and a director since June 1985. He joined the Company in 1980, working in various legal, marketing, window manufacturing, and sales positions of increasing authority culminating in his service as President and Chief Executive Officer from 1992 to August 2011. Mr. Wendt served as Executive Chairman and Chief Executive Officer from 2011 to March 2013. Mr. Wendt served as a Director of the Portland Branch at Federal Reserve Bank of San Francisco from 2009 to 2014 and as its Chairman from 2013 to 2014. He has been a Managing Member of Spruce Street Ventures since 2013. He also served as a Member of the Economic Advisory Council at the Federal Reserve Bank of San Francisco from 2006 to 2008. Mr. Wendt serves on the board of directors of Brooks Resources Corporation, Roseburg Forest Products, and Sky Lake Medical Center, on the board of trustees of Willamette University, and is president of the board of the Wendt Family Foundation. He earned a B.A. from Stanford University in 1976, and a J.D. from Willamette University College of Law in 1980, and is a member of the Oregon State Bar. Mr. Wendt is the son of our late founder, Richard L. Wendt.

Steven Wynne, Director. Mr. Wynne has served on our board of directors since March 2012. Since July 2012, Mr. Wynne has served as an Executive Vice President of Health Services Group, a diversified health insurance company, where he previously served as Senior Vice President, from February 2010 to January 2011. From January 2011 through July 2012, he served as Executive Vice President of JWI. From March 2004 through March 2007, Mr. Wynne was President and Chief Executive Officer of SBI International, Ltd., the parent company of sports apparel and footwear company Fila. From August 2001 through March 2002, and from April 2003 through February 2004, Mr. Wynne was a partner in the Portland, Oregon law firm of Ater Wynne LLP. From April 2002 through March 2003, Mr. Wynne served as acting Senior Vice President and General Counsel of FLIR Systems, Inc., a publicly traded technology company. Mr. Wynne serves on the boards of directors of FLIR Systems, Inc. and Pendleton Woolen Mills and he previously served as a director of Planar Systems Inc. from 1996 to 2013. Mr. Wynne received a B.A. and a J.D. from Willamette University. Mr. Wynne has developed a high degree of familiarity with the Company’s operations, risks, and opportunities through his experience as the Executive Vice President of JWI and his extensive management experience in a number of entities.

Greg ory Maxwell , Director Nominee . Mr. Maxwell will join our board of directors effective the earlier of February 13, 2017 or the closing of this offering. Mr. Maxwell previously served as Executive Vice President, Finance, and Chief Financial Officer for Phillips 66, a diversified energy manufacturing and logistics company, from April 2012 until his retirement in December 2015. From 2003 until 2012, Mr. Maxwell served as Senior Vice President, Chief Financial Officer and Controller for Chevron Phillips Chemical Company, a petrochemical company jointly owned by Chevron Corporation and Phillips 66. Mr. Maxwell also served as Vice President, Chief Financial Officer and a member of the board of directors of Phillips 66 Partners LP and on the board of directors of DCP Midstream LLC and Chevron Phillips Chemical Company until his retirement in 2015. He has served as a director and chairman of the audit committee of Range Resources Corporation since September 2015. He has over 37 years of experience in various financial roles within the petrochemical and oil and gas industries and, in addition, is a certified public accountant and a certified internal auditor. Mr. Maxwell earned a Bachelor of Accountancy degree from New Mexico State University in 1978. Mr. Maxwell brings to our board of directors expertise in accounting, finance, internal audit, information technology, and corporate and strategic planning.

Board Composition

Our board of directors will consist of ten directors upon completion of this offering. In accordance with our amended and restated certificate of incorporation to be filed in connection with this offering, immediately after this offering, our board of directors will be divided into three classes with staggered three-year terms. At each annual general meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election.

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Our directors will be divided among the three classes as follows:

•

the Class I directors will be , and , and their terms will expire at the annual meeting of stockholders to be held in ;

•

the Class II directors will be , and , and their terms will expire at the annual meeting of stockholders to be held in ; and

•

the Class III directors will be , and , and their terms will expire at the annual meeting of stockholders to be held in .

The classification of the board of directors may have the effect of delaying or preventing changes in control of our company. We expect that additional directorships resulting from an increase in the number of directors, if any, will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

Leadership Structure of the Board of Directors

Our board of directors currently separates the roles of Chief Executive Officer and Chairman. These positions are currently held by Mark Beck, our President and Chief Executive Officer, and Kirk Hachigian, the Executive Chairman. We believe this leadership structure is appropriate for our company due to the differences between the two roles. The Chief Executive Officer is responsible for setting our strategic direction, providing day-to-day leadership, and managing our business, while the Chairman provides guidance to the Chief Executive Officer, chairs board meetings, and provides information to the members of our board of directors in advance of such meetings. In addition, separating the roles of Chief Executive Officer and Chairman allows the Chairman to provide oversight of our management.

Director Independence and Controlled Company Exception

Our board of directors has affirmatively determined that Messrs. and Ms. are independent directors under the rules of the New York Stock Exchange and independent directors as such term is defined in Rule 10A-3(b)(1) under the Exchange Act.

After completion of this offering, we expect that Onex will continue to control the majority of our outstanding common stock. As a result, we expect to be a “controlled company” within the meaning of corporate governance standards. Under these rules, a “controlled company” may elect not to comply with certain corporate governance standards, including:

•

the requirement that a majority of our board of directors consist of independent directors;

•

the requirement that we have a governance and nominating committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

•

the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•

the requirement for an annual performance evaluation of the governance and nominating committee and compensation committee.

Following this offering, we intend to utilize certain of these exemptions. As a result, we will not have a majority of independent directors, our governance and nominating committee, and compensation committee will not consist entirely of independent directors and such committees will not be subject to annual performance evaluations. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements. See “Risk Factors—Risks Related to this Offering and Ownership of Our Common Stock—We are a “controlled company” within the meaning of the rules of the and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements”.

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Committees of the Board of Directors

Upon the consummation of this offering, our board of directors will have three committees: the audit committee, the compensation committee, and the governance and nominating committee. Our board of directors may establish other committees to facilitate the management of our business. The expected composition and functions of the audit committee, compensation committee, and governance and nominating committee are described below. Members will serve on committees until their resignation or until otherwise determined by our board of directors.

Audit Committee

The members of the audit committee are Patrick Tolbert, as Chairman, Matthew Ross, Roderick Wendt, and Steven Wynne. Mr. qualifies as our “audit committee financial expert” within the meaning of regulations adopted by the SEC. The audit committee recommends the annual appointment and reviews independence of auditors and reviews the scope of audit and non-audit assignments and related fees, the results of the annual audit, accounting principles used in financial reporting, internal auditing procedures, the adequacy of our internal control procedures, related party transactions, and investigations into matters related to audit functions. The audit committee is also responsible for risk oversight on behalf of our board of directors. See “—Risk Oversight”.

Compensation Committee

The members of the compensation committee are Matthew Ross, as Chairman, Anthony Munk, and Bruce Taten. The principal responsibilities of the compensation committee are to review and approve matters involving executive and director compensation, recommend changes in employee benefit programs, authorize equity and other incentive arrangements, and authorize our company to enter into employment and other employee-related agreements.

Governance and Nominating Committee

The members of the governance and nominating committee are Kirk Hachigian, as Chairman, Anthony Munk, and Matthew Ross. The governance and nominating committee assists our board of directors in identifying individuals qualified to become board members, makes recommendations for nominees for committees, and develops, recommends to the board of directors, and reviews our corporate governance principles.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves, or in the past year has served, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee. No interlocking relationship exists between any member of the compensation committee (or other committee performing equivalent functions) and any executive, member of the board of directors or member of the compensation committee (or other committee performing equivalent functions) of any other company.

Risk Oversight

Our board of directors administers its risk oversight function primarily through the audit committee. To that end, our audit committee meets at least quarterly with our Chief Financial Officer and our independent registered public accounting firm where it receives regular updates regarding our management’s assessment of risk exposures including liquidity, credit, and operational risks and the process in place to monitor such risks and review results of operations, financial reporting, and assessments of internal controls over financial reporting.

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Our board of directors believes that its oversight of risk management has not affected the board’s leadership structure, as described above.

Code of Ethics

We have adopted a code of ethics applicable to all of our directors, officers (including our principal executive officer, principal financial officer, and principal accounting officer), and employees, known as the Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics will be available on our website at www.jeld-wen.com under “Investor Relations” following the closing of our initial public offering. In the event that we amend or waive certain provisions of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer, or principal accounting officer that requires disclosure under applicable SEC rules, we intend to disclose the same on our website. Our website is not part of this prospectus.

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EXECUTIVE COMPENSATION

Compensation Discussion & Analysis

Introduction

This Compensation Discussion & Analysis, or “CD&A”, provides information about the material elements of compensation paid, awarded to, or earned by our named executive officers, or “NEOs”, in 2015, who were:


Name		Title
Mark Beck		President and Chief Executive Officer
Kirk Hachigian		Executive Chairman and Former Chief Executive Officer
L. Brooks Mallard		Executive Vice President and Chief Financial Officer
John Dinger		Executive Vice President and President, North America
Peter Maxwell		Executive Vice President and President, Europe
Peter Farmakis		Executive Vice President and President, Australasia
Mark Thurman		Former Chief Operating Officer
Barry Homrighaus		Former Executive Vice President, European Operations

This CD&A also provides a detailed description of our compensation philosophy and practices in place during 2015, and contains a discussion of our anticipated future compensation policy and approach.

History

Prior to this offering, we were a privately held company with a relatively small number of shareholders including our principal shareholder, Onex. As a result, we have not previously been subject to any stock exchange listing or SEC rules requiring a majority of our board of directors, or the “Board”, to be independent or relating to the formation and functioning of Board Committees, including Audit, Governance and Nominating, and Compensation. Following the 2011 transaction in which Onex became our principal shareholder, our Board created a Preferred Committee comprised of four members of the Board. The Preferred Committee established compensation policies and made determinations regarding compensation paid to our Chief Executive Officer and other members of senior management. In July 2014, our Board and the Preferred Committee delegated responsibility for establishing compensation policies and making determinations regarding executive compensation to a Compensation Committee, or the “Committee”, composed of four members of the Board. The Board and the Preferred Committee selected the following Board members to serve on the Committee: Matthew Ross, Anthony Munk, Bruce Taten, and Christopher Patterson. Mr. Ross serves as Chairman of the Committee. Each of these Board members has served continuously on the Committee since their initial appointment in July 2014, although Mr. Patterson’s service on the Committee ended upon his departure from the Board in October 2016. Following the offering, the duties of the Committee and the members of the Committee will generally remain the same.

Executive Compensation Objectives and Philosophy

The Committee believes that our executive compensation program should be structured to reward the achievement of specific annual, long-term, and strategic performance goals of our Company. Accordingly, the executive compensation philosophy of the Committee is as follows:

•

to align the interests of our executive officers with those of our shareholders, thereby providing long-term economic benefit to our shareholders;

•

to provide competitive financial incentives in the form of salary, bonus and benefits, and long-term equity awards with the goal of attracting and retaining talented executive officers;

•

to maintain a compensation program that includes at-risk, performance-based awards whereby executive officers who demonstrate exceptional performance will have the opportunity to realize appropriate economic rewards; and

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•

to develop an overall executive compensation program that strikes an appropriate balance between short-term and long-term performance, while incorporating risk-mitigation design features to ensure that excessive risk is not encouraged.

To achieve our objectives, we deliver executive compensation through a combination of the following components:

•

base salary;

•

annual cash bonuses which are tied to our annual operating plan;

•

long-term equity-based incentive compensation;

•

broad-based employee benefits; and

•

severance benefits.

Our total executive compensation plan is inclusive of base salaries and other benefits, including severance benefits, which are designed to attract and retain senior management talent. We also use annual cash incentive compensation and long-term equity incentives to ensure a performance-based delivery of pay that aligns, as closely as possible, the rewards of our NEOs with the long-term interests of our equity owners while enhancing executive retention.

Components of Executive Compensation

Base Salary

We believe it is important that all management employees be paid a competitive base salary. Each NEO is party to an employment agreement that provided for a fixed base annual salary subject to periodic review by our Committee. The initial base salary for each NEO was negotiated individually in connection with the executive joining the Company. In establishing the initial base salary, we considered a number of factors including market data for similar positions and salaries provided to our current executives in similar positions, as well as the duties and responsibilities of the position. The base salary of our executive officers is generally reviewed annually by the Committee to determine whether an adjustment is appropriate; however, executive officers do not receive automatic merit increases to their base salaries. In making decisions regarding salary adjustments, the Committee takes into account numerous factors, none of which are dispositive or individually weighted, including the executive officer’s performance, our financial results, the relative importance of the executive officer’s business unit, the executive officer’s past performance and potential for advancement, and comparable salaries paid to other executive officers of similar skills and experience at peer companies in our industry.

The following table shows the 2015 base salary amounts and increases for 2016 approved by the Committee for each NEO who continues to serve in such role in 2016. The base salaries for our other NEOs in 2015 were: Mr. Hachigian—$1,100,000; Mr. Thurman—$550,000; and Mr. Homrighaus—$500,000. Increases in base salary reflect market-based adjustments determined in consultation with the Committee’s independent compensation consultant.


NEO	2015 Base Salary		2016 Base Salary		Increase
Mark Beck	$	850,000	$	850,000		—
L. Brooks Mallard	$	400,000	$	460,000		15.0	%
John Dinger	$	380,000	$	410,000		7.9	%
Peter Farmakis	$	393,390	$	393,390		—
Peter Maxwell	$	274,170	$	326,040		18.9	%

Annual Cash Incentives

We believe it is important to motivate our key leaders to achieve short-term performance goals by linking a portion of their annual cash compensation to the achievement of our approved operating plan by providing the

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opportunity to earn an annual cash bonus. We provide an annual cash bonus award opportunity to key members of management, including our NEOs, under the terms and conditions of our Management Incentive Plan, or “MIP”. The Committee establishes the target bonus opportunity and performance goals for the MIP, which are communicated to MIP participants. At the conclusion of each fiscal year, the Committee reviews our actual financial results relative to the established MIP performance goals and determines the earned bonus opportunity for all MIP participants. Based on this determination, the Committee then approves actual cash bonus awards for our NEOs.

2015 Management Incentive Plan

Under our 2015 MIP, participants were eligible to earn annual bonuses based on our actual financial results under our operating plan. In February 2015, the Committee established performance goals based on two financial measures: (i) Adjusted EBITDA and (ii) Free Cash Flow. The Committee determined that the appropriate weighting of the Adjusted EBITDA performance goal and the Free Cash Flow performance goal in determining payouts under the 2015 MIP was 75% and 25%, respectively, with the additional emphasis being placed on Adjusted EBITDA as it is critical to our continued success. For purposes of the 2015 MIP, achievement of the Adjusted EBITDA and Free Cash Flow performance goals was measured against threshold, target, and maximum performance levels, which levels were set by the Committee after the completion of our operating budgeting process and an examination of our underlying markets, customers, strategic initiatives, and the general economic outlook for 2015. For Mr. Farmakis, Mr. Dinger, and Mr. Maxwell, each performance goal was weighted 40% on a global basis (Adjusted EBITDA—30% and Free Cash Flow—10%) and 60% on a segment basis (Adjusted EBITDA for the applicable segment—45% and Free Cash Flow for the applicable segment—15%) with the same threshold, target, and maximum goals as set forth below. The 2015 MIP financial performance goals established by the Committee are set forth in the table below.


Financial Performance Goal	Weighting			Threshold		Target		Maximum
	(dollars in millions)
Adjusted EBITDA		75	%	$	270.0	$	285.0	$	300.0
Free Cash Flow		25	%	$	30.0	$	40.0	$	45.0

Our Adjusted EBITDA and Free Cash Flow for 2015 is set forth in the table below. Actual results for both performance goals exceeded the maximum performance levels set forth above.


Financial Metric	Amount
	(dollars in millions)
Adjusted EBITDA ⁽¹⁾	$	312
Free Cash Flow ⁽²⁾	$	100

(1)

Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. Adjusted EBITDA for purposes of our 2015 MIP was calculated at the JWI level, and does not reflect approximately $1.0 million of expenses and adjustments shown in the JELD-WEN Holding, Inc. Adjusted EBITDA presented elsewhere in this registration statement. For a reconciliation of Adjusted EBITDA as presented in this registration statement to net income (loss), see footnote 3 to the table under the heading “Selected Consolidated Financial Data”.

(2)

In addition to our consolidated financial statements presented in accordance with GAAP, we use Free Cash Flow to measure our financial performance. Free Cash Flow is a supplemental non-GAAP financial measure of operating performance and is not based on any standardized methodology prescribed by GAAP. Free Cash Flow should not be considered in isolation or as an alternative to net income (loss), cash flows from operating activities, or other measures determined in accordance with GAAP.

We define Free Cash Flow as cash flow from operating activities minus purchases of property and equipment, minus purchases of intangible assets, each as shown in our consolidated statements of cash flows, plus or minus other discrete items, to the extent such addition or subtraction is approved by the Committee.

We use this non-GAAP measure in assessing our performance in addition to cash flows from operating activities determined in accordance with GAAP. We believe Free Cash Flow is a meaningful measure as it is commonly utilized by management and investors to assess our ability to generate cash flow from business operations to repay debt and return capital to our stockholders. Free Cash Flow is also a key metric used in our calculation of incentive compensation. Other companies may calculate Free Cash Flow differently, and, therefore, our Free Cash Flow may not be comparable to similarly titled measures of other companies.

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The following is a reconciliation of our cash flow from operating activities, the most directly comparable GAAP financial measure, to Free Cash Flow:


	Year Ended December 31, 2015
	(dollars in thousands)

Cash provided by operating activities	$	172,339
Less:
Purchases of property and equipment		(74,978	)
Purchases of intangible assets		(2,709	)
Approved adjustments:
ESOP settlement and related legal fees		5,348


Free Cash Flow for MIP	$	100,000

In 2015, each of our NEOs, with the exception of Messrs. Beck, Dinger, and Maxwell (due to their 2015 start dates), was eligible for an annual cash-based performance bonus under the 2015 MIP. Employment agreements with our NEOs establish minimum target bonus opportunities but the Committee has the discretion to assign target bonus opportunities above those levels. For 2015, the Committee established the target bonus opportunity for each of the participating NEOs as set forth in the table below, expressed as a percentage of the NEO’s base salary. A NEO is generally eligible for an annual cash bonus equal to 60% of target for achievement at the threshold performance levels and 200% of target at the maximum performance levels. The 2015 MIP bonus opportunity for each of our NEOs, as a percentage of base salary, was as follows:


Name	Threshold			Target			Maximum
Kirk Hachigian		60	%		100	%		200	%
L. Brooks Mallard		45	%		75	%		150	%
Peter Farmakis		21	%		35	%		70	%
Mark Thurman		60	%		100	%		200	%
Barry Homrighaus		36	%		60	%		120	%

No bonus is awarded with respect to a particular performance goal if financial results are below the threshold performance level for the applicable Adjusted EBITDA or Free Cash Flow performance goals. Achievement between threshold and target performance levels, and between target and maximum performance levels, in each case, is determined using straight-line interpolation. In all instances, actual bonus payments under the 2015 MIP were subject to upward or downward adjustment by the Committee in its discretion. The Committee’s determination of actual bonus payments was based primarily on the NEO’s contribution to the achievement of the performance goals. The Committee also considered achievement of any applicable group goals as assigned to a business unit, functional department, or geographic region.

In determining the annual cash bonus award for each of the participating NEOs, the Committee considered our financial results and the accomplishments and performance of each individual, including the following:

•

Mr. Hachigian—Set our global strategic direction; exceeded objectives for profitability and margin expansion; recruited and mentored our new Chief Executive Officer and other members of the management team;

•

Mr. Mallard—Reorganized global finance team; significantly improved cash flow from operations; completed refinancing to support special distribution to shareholders; dealt effectively with issues resulting from volatile foreign exchange environment; successfully supported M&A strategy that exceeded expectations;

•

Mr. Farmakis—Achieved significant growth in revenue and profitability through additional volume and price increases; completed successful acquisition efforts to expand product range; recruited new talent and depth to regional leadership team; supported management development process across the region;

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•

Mr. Thurman—Built operational capability in North America organization; achieved increases in productivity in North America; engaged and grew our manufacturing team through focus on our culture and values; departed from the company in the third quarter of the year; and

•

Mr. Homrighaus—Achieved revenue growth in European operations through volume expansion and price increases; completed successful acquisition to support growth strategy; supported leadership transition in Europe; provided interim leadership to global sourcing organization during the onboarding of Mr. Maxwell.

Based on the foregoing review, the Committee approved the following annual bonus awards under the 2015 MIP for our participating NEOs:


Name	Amount		Percentage of Target
Kirk Hachigian	$	2,200,000		200	%
L. Brooks Mallard	$	600,000		200	%
Peter Farmakis	$	275,373		200	%
Mark Thurman ⁽¹⁾	$	516,000		94	%
Barry Homrighaus ⁽²⁾	$	400,000		133	%

⁽¹⁾	Mr. Thurman’s 2015 cash bonus was prorated through August 31, 2015, his date of separation from the Company.

⁽²⁾	Mr. Homrighaus’ annual cash bonus was determined by the Committee pursuant to the terms of the 2015 MIP in conjunction with the finalization of his retirement agreement from the Company in early 2016.

2016 Management Incentive Plan

In February 2016, the Committee approved the terms of the 2016 MIP. Similar to the 2015 MIP, participants are eligible to earn annual bonuses based on our actual financial results under our operating plan. The Committee retained Adjusted EBITDA and Free Cash Flow as the performance goals for 2016, but determined that each goal should be equally weighted in determining payouts under the 2016 MIP. Target annual cash bonus opportunities for our NEOs range from 50% to 125% of base salary, similar to targets under the 2015 MIP. The Committee approved the following 2016 target performance levels for our NEOs:


Name	2016 Target (expressed as a percentage of Base Salary)			2016 Target Amount
Mark Beck		125	%	$	1,062,500
L. Brooks Mallard		75	%	$	345,000
John Dinger		60	%	$	246,000
Peter Farmakis		50	%	AUD	$ 270,000
Peter Maxwell		60	%	£	120,000

Long-Term Equity Incentives

We believe that long-term equity compensation is important to assure that the interests of management remain aligned with our shareholders. Accordingly, all key management employees, including all of our NEOs, have been granted equity awards under our Amended and Restated Stock Incentive Plan, or the “Stock Incentive Plan”. The Stock Incentive Plan was approved by our Board and our shareholders shortly after the transaction in which Onex became our principal shareholder.

Equity awards have generally been granted only in connection with commencement of employment or significant changes in management responsibilities. From time to time, at the discretion of the Committee, equity awards have been made to recognize performance and to assist with the retention of key members of our management team, including certain of our NEOs.

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Stock Options

Since 2011, our principal form of long-term equity incentive has been in the form of stock options, which allow recipients the opportunity to participate in the long-term equity value creation of the Company. Prior to this offering, we had two classes of stock options: (i) options to acquire common stock, or “Common Stock Options”, and (ii) options to acquire Class B-1 Common Stock, or “Class B-1 Common Stock Options”, which, together with the Common Stock Options, are referred to as the “Stock Options”. The Company grants options in two classes of stock to align the interests of optionholders with both holders of common stock as well as holders of Series A Convertible Preferred Stock, which earn an annual dividend that is accrued over time.

The allocation of Common Stock Options and Class B-1 Common Stock Options is determined based on the relative percentage of ownership of the holders of the Series A Convertible Preferred Stock at the time of the stock option grant. At the time of the Onex Investment, holders of the Series A Convertible Preferred Stock held a 57% ownership interest in the Company and therefore, 57% of the Stock Options then granted were allocated to Class B-1 Common Stock Options and 43% to Common Stock Options. Once vested and exercisable, (i) one Common Stock Option can be exercised to acquire one share of common stock, and (ii) one Class B-1 Common Stock Option can be exercised to acquire one share of Class B-1 Common Stock, which is convertible into common stock on a basis that reflects the accrual of dividends on a share of Series A-1 Convertible Preferred Stock since initial issuance. As of November 1, 2016, one share of Class B-1 Common Stock was convertible into 1.7 shares of common stock. In connection with Share Recapitalization, it is expected that the Stock Options will be converted such that holders thereof will have options to acquire a single class of shares.

Stock Options are granted pursuant to the terms of the Stock Incentive Plan and the applicable form of award agreement. Unvested stock options are forfeited immediately upon termination of employment or status as a “Key Non-Employee” (which includes a non-employee director, consultant, or independent contractor so designated by the Committee) subject to certain exceptions at the discretion of the Committee. Except in the event of termination of employment for cause (determined in accordance with the Stock Incentive Plan), or by reason of death, disability, or retirement after 65, vested stock options remain exercisable for 90 days following termination of employment. Upon a termination of employment due to death, disability, or retirement after age 65, vested stock options remain exercisable for twelve months following termination of employment. Upon a termination for cause, all options, vested or unvested, are immediately forfeited.

Restricted Stock Units

In 2014, the Committee amended the Stock Incentive Plan to authorize the issuance of restricted stock units, or “RSUs”, for the purpose of providing additional flexibility in using long-term equity compensation awards to assist in attracting and retaining key managers and executives. In general, RSUs are issued pursuant to the terms of the Stock Incentive Plan and the applicable form of award agreement. RSUs which are not vested at the time of termination of employment are forfeited.

Cash Award & Option Repricing

On July 28, 2015, our Board approved a special distribution to holders of common stock, Class B-1 Common Stock, and Series A Convertible Preferred Stock of record on June 30, 2015. The special distribution entitled each common stock, Class B-1 Common Stock, and Series A Convertible Preferred Stock holder of record to receive $52.00 per share of common stock. The number of shares of common stock in respect of which holders of Series A Convertible Preferred Stock were entitled to a distribution was determined on an “as-converted” (to common stock) basis after taking into account the accrual of dividends on the Series A Convertible Preferred Stock. On June 30, 2015, a share of Series A Convertible Preferred Stock was convertible into 1.485 shares of common stock, and therefore, the special distribution to the holders of Series A Convertible Preferred Stock was $77.22 per share of Series A Convertible Preferred Stock.

At the time of the special distribution to shareholders, the Board and the Committee determined that it was appropriate to recognize the efforts of our management team in securing significant improvements in our

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operating and financial results. Accordingly, the Board and the Committee approved a cash award of $52.00 per vested Common Stock Option and $77.22 per vested Class B-1 Common Stock Option outstanding as of June 30, 2015. The Board and the Committee also approved a reduction in the exercise price of all outstanding but unvested Common Stock Options of $52.00 per share and all outstanding but unvested Class B-1 Common Stock Options of $77.22 per share as of June 30, 2015. In addition, the Board and the Committee approved a cash award of $52.00 per unvested RSU. Each of our NEO’s Stock Options were treated in accordance with the treatment described above, except for certain of Mr. Hachigian’s Stock Options (2,808 unvested Common Stock Options and 5,859 unvested Class B-1 Common Stock Options) which Stock Options were not repriced, and in respect of which Mr. Hachigian received a cash payment equal to $52.00 per unvested Common Stock Option and $77.22 per unvested Class B-1 Common Stock Option. In addition, in respect of 6,376 unvested RSUs, Mr. Hachigian received a payment equal to $52.00 per unvested RSU consistent with the treatment of all other RSU holders.

Equity Awards to NEOs

All equity awards to NEOs in 2015 were new hire grants made in connection with entry into an employment agreement with the Company. Please see the descriptions under “—Employment Agreements” below for the terms of grants to Messrs. Beck, Dinger and Maxwell. The Committee elected not to award any equity grants to our NEOs as a component of their 2016 compensation. Prior to the consummation of this offering, the Company intends to adopt the JELD-WEN Holding, Inc. Equity Incentive Plan, or “2017 Equity Plan”, to be incorporated into our compensation program to further align the interests of NEOs and our shareholders and to drive the Company’s commitment to a strong pay-for-performance compensation program. Equity grants under this plan are expected to be made annually beginning February 2017. The material terms of the 2017 Equity Plan are described under the heading “—JELD-WEN Holding, Inc. Equity Incentive Plan”.

Employee Benefits

Our NEOs generally participate in the same retirement program as other management employees assigned at their primary work location. NEOs in the United States participate in the Company’s 401(k) Retirement Savings Plan, or “401(k) Plan”, under which the Company will match contributions up to 4% of base salary subject to the annual statutory contribution levels. We make an annual contribution to a Superannuation Fund in Australia on behalf of Mr. Farmakis. Pursuant to his employment agreement, we made a one-time payment to Mr. Maxwell’s private pension account in the United Kingdom in January 2016 to replace a contribution due from his former employer that was forfeited due to his resignation, which payment must be repaid to the Company in the event of Mr. Maxwell’s voluntary separation prior to December 16, 2016. Mr. Maxwell has waived future pension contributions and will not participate in our U.K. pension scheme.

Each of our NEOs is also eligible to participate in our medical, dental, and other insurance programs, and is entitled to vacation and holiday pay, all in accordance with the terms and provisions in effect from time to time, and on substantially the same terms, as those generally offered to other employees.

Perquisites

Prior to his relocation to Charlotte, North Carolina, Mr. Beck was entitled to relocation benefits, including Company-paid temporary housing in Charlotte, and he is eligible for a payment of up to $500,000 as reimbursement for any loss on the sale of his primary residence in Bethesda, Maryland. Mr. Beck and his immediate family members are entitled to personal use of the Company aircraft, with the value of such usage limited to $150,000 annually.

Pursuant to the terms of the employment agreement that governed the terms of his employment while he served in the role of Chief Executive Officer, Mr. Hachigian is entitled to expense reimbursement for the costs associated with maintaining an office space in Houston, Texas and any costs associated with working remotely in

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Maine, and to use of a Company-leased apartment in Charlotte. In addition, Mr. Hachigian is entitled to use of the Company aircraft for business travel (including travel from his home in Houston to Charlotte). Mr. Hachigian is entitled to a tax gross-up payment to the extent the use of the apartment in Charlotte or the use of the Company aircraft results in taxable income to him. The above-described benefits continue to apply following Mr. Hachigian’s transition to the role of Executive Chairman, except that Mr. Hachigian is no longer entitled to use of the Company-leased apartment.

Pursuant to the terms of his employment agreement, Mr. Maxwell is entitled to an annual supplement of £10,000, payable ratably on a monthly basis (in lieu of provision of a Company vehicle), and reimbursement for business mileage. Pursuant to the terms of his employment agreement, Mr. Farmakis is provided use of an automobile leased by the Company.

Employment Agreements

The Company has entered into employment, letter, or other agreements with each of our NEOs, which agreements generally provide for indefinite employment terms that are terminable by either party on written notice, in most cases subject to post-employment severance obligations and restrictive covenants. For more information regarding the terms of these agreements and potential post-employment benefits for our NEOs, see the disclosure under the heading “—Potential Payments upon Termination or Change In Control”.

Summary Compensation Table

The following table sets forth the portion of compensation paid to our NEOs that is attributable to services performed during the year ended December 31, 2015.


Name and Principal Position ⁽¹⁾	Year		Salary ⁽²⁾		Bonus ⁽²⁾		Stock Awards ⁽³⁾		Option Awards ⁽⁴⁾		Non-Equity Incentive Plan Compensa- tion ⁽⁵⁾		All Other Compensa- tion ⁽⁶⁾		Total
Mark Beck		2015	$	81,731	$	1,300,000	$	3,906,150	$	8,440,053		—	$	0	$	13,727,934
President & Chief Executive Officer

Kirk Hachigian		2015	$	1,142,308		—		—	$	1,778,379	$	2,200,000	$	2,180,382	$	7,301,069
Chairman & Chief Executive Officer

L. Brooks Mallard		2015	$	415,385		—		—	$	351,214	$	600,000	$	56,265	$	1,422,864
EVP & Chief Financial Officer

John Dinger		2015	$	65,769	$	225,000	$	260,410	$	1,883,479		—	$	14,977	$	2,449,635
EVP & President, North America

Peter Maxwell		2015	$	80,142	$	97,453	$	260,410	$	1,177,174		—	$	4,959	$	1,620,138
EVP & President, Europe

Peter Farmakis		2015	$	393,390		—		—	$	133,738	$	275,373	$	104,328	$	906,829
EVP & President, Australasia

Mark Thurman		2015	$	412,500		—		—	$	634,274	$	516,000	$	354,601	$	1,917,375
Chief Operating Officer

Barry Homrighaus		2015	$	519,231	$	400,000		—	$	246,606	$	0	$	727,336	$	1,893,173
EVP, European Operations

(1)

This column includes the name and principal position of each NEO during the fiscal year ended December 31, 2015. Mr. Beck commenced employment effective November 30, 2015. Mr. Hachigian served as Executive Chairman & Chief Executive Officer from January 1, 2015 to November 30, 2015, and thereafter as Executive Chairman. Mr. Dinger commenced employment on November 1, 2015. Mr. Maxwell commenced employment on September 15, 2015.

(2)	The amounts in the salary and bonus columns represent the dollar value paid to each NEO in 2015. The salary reported for Messrs. Beck, Dinger, and Maxwell reflects salary from the dates of their respective employment through year-end. The bonuses paid to Messrs. Beck

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and Dinger were payments made to replace incentive compensation and other payments forfeited upon resignation from their prior employers. The bonus paid to Mr. Homrighaus is a guaranteed payment paid under the 2015 MIP, as agreed between the Company and the executive in connection with his retirement.

(3)

Reflects the grant date fair value of RSUs granted to Messrs. Beck, Dinger, and Maxwell upon joining us and pursuant to their respective employment agreements with respect to Messrs. Beck and Dinger, which value is calculated in accordance with FASB ASC Topic 718 as described in Note 24 to the Company’s audited financial statements.

(4)

For Messrs. Beck, Dinger, and Maxwell, the amounts in this column represent the grant date fair value of stock options awarded upon joining us in 2015 calculated in accordance with FASB ASC Topic 718 as described in Note 24 to the Company’s audited financial statements. For the other NEOs, the amounts listed in this column reflect the increase in the grant date fair value attributable to the modification of stock options that were unvested as of June 30, 2015, which options were adjusted by a reduction in exercise price by (i) $52.00 for unvested Common Stock Options, and (ii) $77.22 for unvested Class B-1 Stock Options. The number of unvested Common Stock Options and Class B-1 Stock Options for which the exercise price was reduced for the applicable NEOs is as follows: Mr. Hachigian—16,848 Common Stock Options and 35,152 Class B-1 Stock Options; Mr. Mallard—3,200 Common Stock Options and 6,800 Class B-1 Stock Options; Mr. Farmakis—1,280 Common Stock Options and Class 2,720 B-1 Stock Options; Mr. Thurman—5,860 Common Stock Options and 12,228 Class B-1 Stock Options; and Mr. Homrighaus—3,089 Common Stock Options and 4,134 Class B-1 Stock Options. Mr. Hachigian held an additional 2,808 Common Stock Options and 5,859 Class B-1 Stock Options that were unvested as of June 30, 2015. Pursuant to an agreement with the Company, these Stock Options were not repriced and Mr. Hachigian received a cash payment equal to $52.00 per unvested Common Stock Option and $77.22 per unvested Class B-1 Common Stock Option, which cash payment is reported in the “All Other Compensation” column of this Summary Compensation Table.

(5)	The amounts listed were for awards paid under our 2015 MIP. Messrs. Beck, Dinger, and Maxwell did not participate in the 2015 MIP.

(6)	The amounts in this column represent all other compensation for the covered fiscal year that were not reported in any other column of the Summary Compensation Table, as reported in detail in the table below.


Name	401(k) Match/ Pension ^(a)		Life Insurance ^(b)		Cash Awards ^(c)		Housing/ Relocation ^(d)		SIFL ^(e)		Car/ Lease ^(f)		TOTAL
Mark Beck		—	$	0		—		—		—		—	$	0
Kirk Hachigian	$	7,950	$	18	$	2,126,754	$	33,766	$	11,894		—	$	2,180,382
L. Brooks Mallard	$	7,950	$	18		—	$	48,297		—		—	$	56,265
John Dinger		—	$	0		—	$	14,977		—		—		14,977
Peter Maxwell		—	$	628		—		—		—	$	4,331	$	4,959
Peter Farmakis	$	13,874		—	$	69,108		—		—	$	21,346	$	104,328
Mark Thurman	$	7,950	$	12	$	311,844	$	34,795		—		—	$	354,601
Barry Homrighaus	$	7,950	$	18	$	719,368		—		—		—	$	727,336

(a)

For Messrs. Hachigian, Mallard, Thurman, and Homrighaus, amounts listed are employer matching contributions for 2015 to the 401(k) Plan. Messrs. Beck and Dinger did not participate in the 401(k) Plan in 2015. For Mr. Farmakis, the amount listed is a payment on his behalf to the Australian Superannuation Fund.

(b)

Reflects premiums paid for life insurance of $10,000 for each NEO in the United States. For Mr. Maxwell, the amounts are for standard life insurance benefits equal to four (4) times his base salary (£740,000).

(c)

On July 28, 2015, the Committee approved a special cash award to holders of record as of June 30, 2015 of vested Stock Options equal to (x) $52.00 per vested Common Stock Option and (y) $77.22 per vested Class B-1 Common Stock Option. The number of vested Stock Options held by each of the NEOs eligible to receive such special cash awards were as follows: Mr. Hachigian—5,616 Common Stock Options and 11,717 Class B-1 Stock Options; Mr. Farmakis—320 Common Stock Options and 680 Class B-1 Common Stock Options; Mr. Thurman—1,465 Common Stock Options and 3,052 Class B-1 Common Stock Options; and Mr. Homrighaus—4,632 Common Stock Options and 6,197 Class B-1 Common Stock Options. Pursuant to an agreement with Company, the cash award to Mr. Hachigian also included a cash payment equal to $598,422 in respect of 2,808 unvested Common Stock Options and 5,859 unvested Class B-1 Common Stock Options. In recognition of this payment, the original per share exercise price of $206.72 applicable to these unvested Stock Options was not repriced. Mr. Hachigian’s cash award also included $331,552 in respect of 6,376 RSUs which were unvested as of June 30, 2015.

(d)

The amount reported for Mr. Hachigian includes costs related to a company-paid apartment in Charlotte, North Carolina ($31,177 attributable to rent; $2,464 attributable to utility costs; and $125 attributable to insurance coverage costs). The amount reported for Mr. Mallard includes temporary living expenses in Charlotte, North Carolina ($17,291), mileage ($359) and commuting expenses for flights between Detroit, Michigan and Charlotte, North Carolina ($30,597). The amount reported for Mr. Dinger includes temporary living expenses in Charlotte, North Carolina ($14,977) including a tax gross-up on taxable reimbursements ($7,129). The amount reported for Mr. Thurman includes a monthly housing allowance of $1,933.08 for 18 bi-weekly pay periods in 2015 to defray costs associated with maintaining a temporary residence in Charlotte, North Carolina, which payments terminated upon his resignation effective August 31, 2015.

(e)

Reflects the incremental cost to the Company associated with Mr. Hachigian’s personal use of the company aircraft of $11,894.

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(f)

Mr. Maxwell is provided an annual supplement of £10,000, payable ratably on a monthly basis (in lieu of provision of a Company vehicle), and reimbursement for business mileage. Mr. Farmakis is provided a leased vehicle pursuant to his employment agreement.

Grants of Plan-Based Awards

The following table summarizes the awards granted to each of our NEOs during the year ended December 31, 2015.


Name	Grant Date ⁽¹⁾		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ⁽²⁾						Number of Securities Underlying Common Stock Options			Number of Securities Underlying B-1 Common Stock Options			Exercise or Base Price of Option Awards (per share) ⁽³⁾		Grant Date Fair Value of Stock Option Awards ⁽⁴⁾		All Other Stock Awards ⁽⁵⁾		Grant Date Fair Value of Stock Awards ⁽⁴⁾
Name	Grant Date ⁽¹⁾		Threshold		Target		Maximum		Number of Securities Underlying Common Stock Options			Number of Securities Underlying B-1 Common Stock Options			Exercise or Base Price of Option Awards (per share) ⁽³⁾		Grant Date Fair Value of Stock Option Awards ⁽⁴⁾		All Other Stock Awards ⁽⁵⁾		Grant Date Fair Value of Stock Awards ⁽⁴⁾
Mark Beck		11/30/15		—		—		—		8,700			—		$	260.41	$	1,163,590		—		—
		11/30/15		—		—		—		—			21,300		$	382.02	$	7,276,463		—		—
		11/30/15		—		—		—		—			—			—		—		15,000	$	3,906,150

Kirk Hachigian		02/19/15	$	660,000	$	1,100,000	$	2,200,000		—			—			—		—		—		—
		07/28/15		—		—		—		16,848	⁽⁶⁾		—		$	154.72	$	348,922		—		—
		07/28/15		—		—		—		—			35,152	⁽⁶⁾	$	129.50	$	1,429,456		—		—

L. Brooks Mallard		02/19/15	$	180,000	$	300,000	$	600,000		—			—			—		—		—		—
		07/28/15		—		—		—		3,200			—		$	154.72	$	67,763		—		—
		07/28/15		—		—		—		—			6,800		$	129.50	$	283,451		—		—

John Dinger		11/01/15		—		—		—		2,320			—		$	260.41	$	264,986		—		—
		11/01/15		—		—		—		—			5,680		$	382.02	$	1,618,493		—		—
		11/01/15		—		—		—		—			—			—		—		1,000	$	260,410

Peter Maxwell		09/28/15		—		—		—		1,450			—		$	260.41	$	165,616		—		—
		09/28/15		—		—		—		—			3,550		$	382.02	$	1,011,558		—		—
		09/28/15		—		—		—		—			—			—		—		1,000	$	260,410

Peter Farmakis		02/19/15	$	82,612	$	137,687	$	275,373		—			—			—		—		—		—
		07/28/15		—		—		—		1,280			—		$	154.72	$	25,746		—		—
		07/28/15		—		—		—		—			2,720		$	129.50	$	107,992		—		—

Mark Thurman		02/19/15	$	221,100	$	368,500	$	737,000		—			—			—		—		—		—
		07/28/15		—		—		—		5,860			—		$	154.72	$	124,071		—		—
		07/28/15		—		—		—		—			12,208		$	129.50	$	510,203		—		—

Barry Homrighaus		02/19/15	$	180,000	$	300,000	$	600,000		—			—			—		—		—		—
		07/28/15		—		—		—		3,089			—		$	187.51	$	63,292		—		—
		07/28/15		—		—		—		—			4,132		$	162.29	$	183,313		—		—

(1)

Equity awards with a grant date of July 28, 2015 report unvested Stock Options that were outstanding as of June 30, 2015 for which the Committee approved a reduction in the exercise price of $52.00 per share of common stock and $77.22 per share of Class B-1 Common Stock (except with respect to Mr. Hachigian’s Stock Options which are described in footnote 6 to this table). For all other equity awards, the grant date is the effective date of the grant.

(2)

Reflects potential payouts under the 2015 MIP. Payments to Mr. Farmakis are converted from AUD ($) to USD ($) at the December 31, 2015 rate of .7285. Messrs. Beck, Maxwell, and Dinger did not participate in the 2015 MIP. Potential payouts to Mr. Thurman are pro-rated to reflect his resignation effective August 31, 2015.

(3)	The amounts in this column reflect the per-share exercise price of the Stock Options granted or repriced in 2015.

(4)

The amounts in this column reflect the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718. The value of Stock Options with a grant date of July 28, 2015 reflects only the incremental fair value attributable to the modification of the exercise price of unvested Stock Options approved by the Board on July 28, 2015.

(5)	The RSUs granted to Mr. Beck will vest as to 25% on each of the first four anniversaries of November 30, 2015. The RSUs granted to Mr. Dinger will vest as to 50% on November 1, 2017 and 50% on November 1, 2018. The RSUs granted to Mr. Maxwell will vest on September 15, 2018.

(6)

Upon joining us as Chairman & Chief Executive Office on April 1, 2014, the Committee granted Mr. Hachigian two stock option awards, each with an exercise price of $206.72 per share. The first grant was an option to purchase 52,000 shares (16,848 shares of common stock and 35,152 shares of B-1 Common Stock), one-third of which vested on the first anniversary of the grant date and the remainder vesting on the second anniversary of the grant date. The second grant was an option to purchase 26,000 shares (8,424 shares of

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common stock and 17,576 shares of B-1 Common Stock) which is scheduled to vest on the third anniversary of the grant date. On July 28, 2015, the Committee approved the re-pricing of all unvested Stock Options that were outstanding as of June 30, 2015, which resulted in the reduction in the exercise price of $52.00 per Common Stock Option and $77.22 per Class B-1 Common Stock Options. Rather than applying the exercise price reduction to the full unvested portion of the first grant, the Committee approved treating fifty percent of the first option grant as vested for purposes of the special cash award and the re-pricing, which resulted 2,808 unvested Common Stock Options and 5,859 Class B-1 Common Stock Options not being repriced (and retaining the original exercise price of $206.72 per share) and an additional special cash award of $598,442 being made to Mr. Hachigian. All of Mr. Hachigian’s second option grant was repriced.

Employment Agreements

Mark Beck

In connection with his commencement of employment with the Company, Mr. Beck entered into an employment agreement effective November 30, 2015, which provides that he will serve in the role of President and Chief Executive Officer. Effective as of June 1, 2016, Mr. Beck also serves on our Board. Mr. Beck’s employment may be terminated at any time by either party upon not less than 30 days’ notice to the other party. The employment agreement provides he is entitled to an initial annual base salary of $850,000 which may be increased at the discretion of the Committee, and that his target bonus opportunity under the MIP for 2016 is equal to 125% of his base salary. Pursuant to his employment agreement, Mr. Beck received a guaranteed payment of $1,300,000 to compensate him for bonus opportunity and other compensation forfeited upon his resignation from his prior employer. Mr. Beck, who has relocated to Charlotte, North Carolina, also received benefits under our relocation policy, including temporary housing in Charlotte at company expense, and is eligible for a payment of up to $500,000 as reimbursement for any loss on the sale of his primary residence in Bethesda, Maryland. Mr. Beck and his family are permitted to use the Company aircraft for personal travel with a value limited to $150,000 annually.

On November 30, 2015, Mr. Beck was awarded 30,000 Stock Options (8,700 Common Stock Options, each with an exercise price of $260.41 and 21,300 Class B-1 Common Stock Options, each with an exercise price of $382.02 per share) which vest in equal annual installments on each of the first five anniversaries of the date of grant, subject to his continued employment. Concurrent with the grant of his Stock Options, Mr. Beck was granted 15,000 RSUs which vest in equal annual installments on each of the first four anniversaries of the date of grant, subject to his continued employment. In the event Mr. Beck is terminated by us without Cause or he resigns with Good Reason (as those terms are defined in his employment agreement), the Stock Options and RSUs scheduled to vest on the annual vesting date next following his date of termination will be deemed vested, and such vested Stock Options will remain exercisable for 90 days following the date of termination. In addition, all of Mr. Beck’s Stock Options and RSUs will become fully vested upon a “Company Sale”, provided that Mr. Beck is actively employed on the date of the Company Sale. A “Company Sale” is defined to include any of the following which occurs prior to an IPO: (i) the consummation of a merger with or into the Company in which securities of the Company are issued, after which more than 50% of the outstanding voting power of the then-outstanding voting securities of the surviving corporation is owned by a Person (as such term is defined in the award agreement) other than the stockholders of the Company immediately before such merger; (ii) the acquisition of the Company’s assets by a Person such that following such sale, such Person owns more than 50% of the Company’s assets, or (iii) the acquisition of the Company’s outstanding common stock and preferred stock by a Person such that following such sale, such Person owns more than 50% of the Company’s outstanding common stock and preferred stock. Pursuant to his employment agreement, Mr. Beck will be entitled to receive an equity award having an expected grant date fair value of no less than $2,500,000, which shall be made on the first date the Company grants equity awards to other executives following the Company’s initial public offering. Further, pursuant to the terms of his employment agreement, Mr. Beck elected to purchase 2,000 shares of common stock at a purchase price of $260.41 per share.

In the event Mr. Beck receives any payments or benefits under any agreement or arrangement with the Company that are paid in connection with a change in control of the Company such that he would be subject to an excise tax under the Code (a “Parachute Payment”), the Company shall pay to Mr. Beck whichever of the following would result in Mr. Beck’s receipt, on an after-tax basis, of the greater amount of Parachute Payment notwithstanding that an excise tax may be applied to all or some portion of such payment: (x) the payment in full of the entire amount of the

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Parachute Payment or (y) payment of only part of the Parachute Payment so that Mr. Beck receives the largest payment possible without the imposition of the excise tax.

Kirk Hachigian

In connection with his commencement of employment as Chief Executive Officer, Mr. Hachigian entered into an employment agreement effective April 1, 2014, which provided for an annual base salary of $750,000 and a target bonus opportunity equal to 100% of his base salary. Under the employment agreement, Mr. Hachigian is entitled to expense reimbursement for the costs associated with maintaining an office space in Houston, Texas and any costs associated with working remotely in Maine, and to use of a Company-leased apartment in Charlotte, North Carolina. In addition, Mr. Hachigian is entitled to use of the Company aircraft for business travel (including travel from his home in Houston, Texas to Charlotte, North Carolina) as well as for personal use at Mr. Hachigian’s own expense. Mr. Hachigian is entitled to a tax gross-up payment to the extent the use of the apartment in Charlotte, North Carolina or the use of the Company aircraft results in taxable income to him.

Following a review of Mr. Hachigian’s overall compensation package in November 2014, the Committee increased Mr. Hachigian’s base annual salary to $1,100,000 and awarded him 6,376 RSUs which are scheduled to vest in equal annual installments on the first three anniversaries of the grant date. In November 2015, the Committee approved modifications to our employment agreement with Mr. Hachigian as part of the transition of his responsibilities as Chief Executive Officer to Mr. Beck. Pursuant to such modifications, Mr. Hachigian was named Executive Chairman effective December 1, 2015. These modifications provided that Mr. Hachigian would remain employed full-time through at least March 31, 2016 to assure an orderly transition and would be entitled to the same salary and benefits as previously in place. Mr. Hachigian would continue to be eligible for medical and dental benefits whether or not he continues to provide services to the company on a full-time basis. If Mr. Hachigian terminated his employment and became Non-Executive Chairman, Mr. Hachigian would be designated a key Non-Employee under our Stock Incentive Plan so that all stock options and RSUs granted to him would remain in place in accordance with the terms and conditions of the original award agreement, including continued vesting.

Effective March 28, 2016, the Committee approved further modifications to Mr. Hachigian’s compensation recognizing that his role as Executive Chairman would result in a reduced commitment of Mr. Hachigian’s service and time. Pursuant to this agreement, Mr. Hachigian will continue to serve as Executive Chairman until December 31, 2018 or such other date as agreed. Mr. Hachigian’s annual base salary was reduced to $500,000 effective March 28, 2016 and his participation in the 2016 MIP terminated on March 31, 2016, provided that he will remain eligible for a pro-rata award based on his three months of full-time service in 2016. He will also continue to be eligible for standard employee benefits while an employee. Mr. Hachigian and his family will be provided medical and dental benefits by the Company until the later of December 31, 2020 or the date he becomes eligible for COBRA coverage. As an employee, Mr. Hachigian’s stock options and RSUs will continue to vest and be available for exercise in accordance with the terms and conditions of the award agreement.

L. Brooks Mallard

In connection with his commencement of employment with the Company, Mr. Mallard entered into a letter agreement effective October 30, 2014, which provides that he will serve in the role of Executive Vice President and Chief Financial Officer. Mr. Mallard’s employment may be terminated at any time by either party. The employment agreement provides he is entitled to an initial annual base salary of $400,000 which may be increased in the discretion of the Committee, and that his target bonus opportunity is equal to 75% of his base salary.

On November 30, 2015, Mr. Mallard also entered into a Management Transition Agreement which provides that in the event he is terminated without Cause (as defined in the Management Transition Agreement) during the 24-month period beginning on December 1, 2015 through November 30, 2017, he will be provided at least two

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weeks’ written notice before the effective date of termination. During the notice period, the Company and Mr. Mallard will discuss and agree on a transition plan to ensure a smooth transition of his duties and responsibilities. The Management Transition Agreement provides that the during the 12-month period following the end of the notice period Mr. Mallard shall (i) continue to assist in the orderly transition of his responsibilities on an “as requested basis”, (ii) continue to vest in his equity awards under the Stock Incentive Plan and (iii) receive separation benefits as described in greater detail below under the heading “—Potential Payments upon Termination or Change In Control”.

John Dinger

In connection with his commencement of employment with the Company, Mr. Dinger entered into a letter agreement effective November 1, 2015, which provides that he will serve in the role of Executive Vice President and President, North America. Mr. Dinger’s employment may be terminated at any time by either party. The employment agreement provides he is entitled to an initial annual base salary of $380,000 which may be adjusted in the discretion of the Committee, and that his target bonus opportunity is equal to 60% of his base salary.

On November 30, 2015, Mr. Dinger also entered into a Management Transition Agreement which provides that in the event he is terminated without Cause (as defined in the Management Transition Agreement) during the 24-month period beginning on December 1, 2015 through November 30, 2017, he will be provided at least two weeks’ written notice before the effective date of termination. During the notice period, the Company and Mr. Dinger will discuss and agree on a transition plan to ensure a smooth transition of his duties and responsibilities. The Management Transition Agreement provides that the during the twelve-month period following the end of the notice period Mr. Dinger shall (i) continue to assist in the orderly transition of his responsibilities on an “as requested basis”, (ii) continue to vest in his equity awards under the Stock Incentive Plan and (iii) receive separation benefits as described in greater detail below under the heading “—Potential Payments upon Termination or Change In Control”.

On November 11, 2015, pursuant to the terms of his employment agreement, Mr. Dinger was granted 1,000 RSUs, 2,320 Common Stock Options with an exercise price of $260.41 per share, and 5,680 Class B-1 Common Stock Options with an exercise price of $382.02 per share.

Peter Maxwell

In connection with his commencement of employment with the Company, Mr. Maxwell entered into an employment agreement effective as of September 15, 2015, which provides that he will serve in the role of Executive Vice President and President, Europe. Mr. Maxwell’s employment may be terminated at any time by either party upon not less than six months’ notice to the other party, provided that the Company may terminate Mr. Maxwell immediately by paying his base salary over the notice period in lieu of providing such notice. The employment agreement provides he is entitled to an initial annual base salary of £185,000 which may adjusted in the discretion of the Committee, and that his target bonus opportunity is equal to 50% of his base salary. Mr. Maxwell is entitled to an annual automobile allowance of £10,000 and reimbursement for business mileage. Pursuant to the employment agreement, Mr. Maxwell agrees that he will not participate in the Jeld-Wen UK Retirement Plan and that he has relinquished in perpetuity the right to join the plan. In January 2016, the Company made a one-time payment to Mr. Maxwell’s private pension account in the United Kingdom to replace a contribution due from his former employer that was forfeited due to his resignation, which payment must be repaid to the Company in the event of Mr. Maxwell’s voluntary separation prior to December 16, 2016. The Committee approved an increase in Mr. Maxwell’s target bonus opportunity to 60% of base salary for 2016.

On November 30, 2015, Mr. Maxwell also entered into a Management Transition Agreement which provides that in the event he is terminated without Cause (as defined in the Management Transition Agreement) during the 24-month period beginning on December 1, 2015 through November 30, 2017, he will be provided at least two weeks’ written notice before the effective date of termination. During the notice period, the Company

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and Mr. Maxwell will discuss and agree on a transition plan to ensure a smooth transition of his and responsibilities. The Management Transition Agreement provides that the during the 12-month period following the end of the notice period Mr. Maxwell shall (i) continue to assist in the orderly transition of his responsibilities on an “as requested basis”, (ii) continue to vest in his equity awards under the Stock Incentive Plan and (iii) receive separation benefits as described in greater detail below under the heading “—Potential Payments upon Termination or Change In Control”.

On September 28, 2015, pursuant to the terms of his employment agreement, Mr. Maxwell was granted 1,000 RSUs, 1,450 Common Stock Options with an exercise price of $260.41 per share, and 3,550 Class B-1 Common Stock Options with an exercise price of $382.02 per share.

Peter Farmakis

In connection with his commencement of employment with the Company, Mr. Farmakis entered into an Executive Services Agreement dated June 28, 2013, pursuant to which Mr. Farmakis initially served as Chief Operating Officer, Australasia and was entitled to an annual base salary of AUD $500,000. Mr. Farmakis was subsequently promoted to the role of Executive Vice President & President, Australia in June 2014 and in connection therewith, his annual base salary was increased to AUD $540,000 and his target annual bonus opportunity was set at 35% of his base salary. Mr. Farmakis is eligible for standard benefits available to our managers in Australia, including a leased vehicle and employer contributions to the Superannuation Fund up to a maximum of AUD $25,000 per year. The Committee approved an increase in Mr. Farmakis’s target bonus opportunity to 50% of base salary for 2016.

On November 30, 2015, Mr. Farmakis also entered into a Management Transition Agreement which provides that in the event he is terminated without Cause (as defined in the Management Transition Agreement) during the 24-month period beginning on December 1, 2015 through November 30, 2017, he will be provided at least two weeks’ written notice before the effective date of termination. During the notice period, the Company and Mr. Farmakis will discuss and agree on a transition plan to ensure a smooth transition of his duties and responsibilities. The Management Transition Agreement provides that the during the twelve-month period following the end of the notice period Mr. Farmakis shall (i) continue to assist in the orderly transition of his responsibilities on an “as requested basis”, (ii) continue to vest in his equity awards under the Stock Incentive Plan and (iii) receive separation benefits as described in greater detail below under the heading “—Potential Payments upon Termination or Change In Control”.

Mark Thurman

Mr. Thurman was entitled to payment of his base salary through the date of resignation pursuant to his management employment agreement, as amended by a letter agreement with the Company dated August 12, 2015, pursuant to which Mr. Thurman agreed and acknowledged that he would not be entitled to any severance in connection with his resignation which was effective on August 31, 2015, and that he will be subject to non-competition and non-solicitation covenants through December 31, 2017. The letter agreement provided that Mr. Thurman would be eligible for a pro-rated annual bonus under the 2015 MIP and that the Stock Options granted to Mr. Thurman on January 1, 2014 would be deemed 50% vested on January 1, 2016, and would remain outstanding until December 31, 2017.

Barry Homrighaus

For 2015, Mr. Homrighaus was entitled to payment of base salary and eligible to receive a bonus under the terms of his management employment agreement with the Company, as amended on May 13, 2014. The management employment agreement provided that Mr. Homrighaus was entitled to a base salary of $500,000 and that his target bonus opportunity is equal to 60% of his base salary.

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In an agreement dated February 10, 2015, Mr. Homrighaus and the Company agreed upon a transition plan leading to his planned retirement on December 31, 2016. This agreement provided that Mr. Homrighaus’s base salary ($500,000) and target bonus (approximately 60%) would remain the same for 2015, but that his duties as Executive Vice President, European Operations would be modified during the year as part of a leadership transition. The agreement also provided that Mr. Homrighaus would relinquish all of his responsibilities as Executive Vice President, European Operations no later than December 31, 2015, and that he would be assigned special projects at a reduced salary in 2016.

Pursuant to a letter signed March 8, 2016, it was agreed that Mr. Homrighaus’s duties in 2016 would be limited to transition-related matters. In recognition of his reduced responsibilities, Mr. Homrighaus’ annual base salary was reduced to $50,500 effective February 1, 2016.

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the number of securities underlying the equity awards held by each of our NEOs as of December 31, 2015.


			Option Awards												Stock Awards
Name	Grant Date ⁽¹⁾		Number of Common Stock Options underlying unexercised options exercisable		Number of Common Stock Options underlying unexercised options unexercisable ⁽²⁾		Number of Class B-1 Common Stock Options underlying unexercised options exercisable		Number of Class B-1 Common Stock Options underlying unexercised options unexercisable ⁽²⁾		Option exercise price		Option expiration date		Number of shares or units of restricted stock that have not vested ⁽³⁾		Market value of shares or units of stock that have not vested ⁽⁴⁾
Mark Beck		11/30/15		—		8,700		—		—	$	260.41		11/30/25		15,000	$	4,034,850
		11/30/15		—		—		—		21,300	$	382.02		11/30/25		—		—

Kirk Hachigian		04/01/14		5,616		2,808		11,717		5,859	$	206.72		04/01/24		—		—
		11/10/14		—		—		—		—		—		—		4,251	$	1,143,476
		07/28/15		—		16,848		—		—	$	154.72		04/01/24		—		—
		07/28/15		—		—		—		35,152	$	129.50		04/01/24		—		—

L. Brooks Mallard		07/28/15		640		2,560		—		—	$	154.72		10/30/24		—		—
		07/28/15		—		—		1,360		5,440	$	129.50		10/30/24		—		—

John Dinger		11/01/15		—		2,320		—		—	$	260.41		11/01/25		1,000	$	268,990
		11/01/15		—		—		—		5,680	$	382.02		11/01/25		—		—

Peter Maxwell		09/28/15		—		1,450		—		—	$	260.41		09/15/25		1,000	$	268,990
		09/28/15		—		—		—		3,550	$	382.02		09/15/25		—		—

Peter Farmakis		05/02/14		320		—		680		—	$	206.72		05/02/24		—		—
		07/28/15		—		1,280		—		—	$	154.72		05/02/24		—		—
		07/28/15		—		—		—		2,720	$	129.50		05/02/24		—		—

Mark Thurman ⁽⁵⁾		01/01/14		1,465		—		3,052		—	$	206.72		12/31/17		—		—
		07/28/15		—		2,197		—		—	$	154.72		12/31/17		—		—
		07/28/15		—		—		—		4,578	$	129.50		12/31/17		—		—

Barry Homrighaus ⁽⁶⁾		12/20/11		4,632		—		6,197		—	$	239.51		12/31/18		—		—
		07/28/15		1,545		1,544		—		—	$	187.51		12/31/18		—		—
		07/28/15		—		—		2,066		2,066	$	162.29		12/31/18		—		—

(1)

Equity awards with a grant date of July 28, 2015 report unvested Stock Options that were outstanding as of June 30, 2015 for which the Committee approved a reduction in the exercise price of $52.00 per share of common stock and $77.22 per share of Class B-1 Common Stock. For all other equity awards, the grant date is the effective date of the grant.

(2)

Mr. Beck’s Stock Options shown in these columns will vest as to 20% on each of November 30, 2016, November 30, 2017, November 30, 2018, November 30, 2019 and November 30, 2020, provided, that, upon a Company Sale (as defined in his award agreement), his Stock Options will vest in full. Mr. Hachigian’s Stock Options shown in these columns that were granted on April 1, 2014 vested on April 1, 2016. Mr. Hachigian’s Stock Options shown in these columns that were repriced on July 28, 2015 vested or will vest as to 50% on each of April 1, 2016 and April 1, 2017. All of Mr. Hachigian’s Stock Options will vest in full upon a Change in Control (as defined in his award agreements). Mr. Mallard’s Stock Options shown in these columns that were repriced on July 28, 2015

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vested or are scheduled to vest as to 25% on each of October 30, 2016, October 30, 2017, October 30, 2018, and October 30, 2019. Mr. Maxwell’s Stock Options shown in these columns vested or will vest as to 20% on each of September 15, 2016, September 15, 2017, September 15, 2018, September 15, 2019, and September 15, 2020. Mr. Farmakis’ Stock Options shown in these columns that were repriced on July 28, 2015 vested or will vest as to 25% on each of May 2, 2016, May 2, 2017, May 2, 2018, and May 2, 2019.

(3)

The amounts in this column represent the total number of RSUs that were not vested as of December 31, 2015. Mr. Beck’s RSUs will vest as to 25% on each of November 30, 2016, November 30, 2017, November 30, 2018 and November 30, 2019. Mr. Hachigian’s RSUs will vest as to 50% on November 10, 2016 and 50% on November 10, 2017. Mr. Dinger’s RSUs will vest as to 50% on November 1, 2017 and 50% on November 1, 2018. All of Mr. Maxwell’s RSUs will vest on September 15, 2018.

(4)	The amounts in this column represent the aggregate market value of RSUs based upon a valuation of our common stock on December 31, 2015 of $268.99.

(5)

Pursuant to the terms of his letter agreement with the Company, Mr. Thurman resigned effective August 31, 2015. Mr. Thurman’s letter agreement provided that his Stock Options granted in 2014 were vested as to 50% on January 1, 2016, and that such vested Stock Options would remain exercisable until December 31, 2017.

(6)	Pursuant to his letter agreement with the Company, Mr. Homrighaus will retire effective December 31, 2016. As of such date all of Mr. Homrighaus’ Stock Options will be fully vested, and such Stock Option shall remain exercisable until December 31, 2018.

Option Exercises and Stock Vested

The following table lists the options exercised and stock vested for each of the NEOs during the year ended December 31, 2015. In 2015, none of the NEOs exercised any Stock Options.


	Stock Awards
Name	Number of shares vested ⁽¹⁾		Market value of shares or units of stock that have vested ⁽²⁾
Mark Beck		—		—
Kirk Hachigian		2,125	$	571,604
L. Brooks Mallard		—		—
John Dinger		—		—
Peter Maxwell		—		—
Peter Farmakis		—		—
Mark Thurman		—		—
Barry Homrighaus		—		—

(1)	On November 10, 2015, 2,125 RSUs granted to Mr. Hachigian vested.

(2)	Represents the aggregate value of Mr. Hachigian’s RSUs, at a value of $268.99 per share, when settled in January 2016.

Pension Benefits

The following table provides information with respect to the JELD-WEN, Inc. Restated Pension Plan (the “Pension Plan”) that provides for payments or other benefits at, following, or in connection with retirement during the fiscal year ended December 31, 2015.


Name	Plan Name	Number of Years Credited Service (#)(1)	Present Value of Accumulated Benefit ($)(2)	Payments During Last Fiscal Year ($)
Kirk Hachigian	N/A	—	—	—
Mark Beck	N/A	—	—	—
L. Brooks Mallard	N/A	—	—	—
John Dinger	N/A	—	—	—
Peter Maxwell	N/A	—	—	—
Peter Farmakis	N/A	—	—	—
Mark Thurman	N/A	—	—	—
Barry Homrighaus	JWI Restated Pension Plan	5	$28,500	—

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(1)	In 1978, the Company amended the Pension Plan making only non-salaried employees eligible to participate. As such, Mr. Homrighaus’ years of credited service relate only to the years he was employed with the Company prior to such change in the Pension Plan.

(2)

Mr. Homrighaus is the only NEO with benefit accruals under the Pension Plan, which is no longer open to new employees. The present value of the accumulated pension benefits is computed on the same basis and using the same assumptions that the Company uses for financial statement reporting purposes. For further details, see Note 32— Employee Retirement and Pension Benefits to the Company’s consolidated financial statements included in this prospectus.

Participants under the Pension Plan accrue a benefit equal to 1.5% of average compensation (“Benefit Credit Value”, as defined in the Pension Plan) multiplied by years of benefit service. Average compensation is equal to the Participant’s average monthly compensation for the five years yielding the highest average and generally includes all compensation except for special items, such as moving expenses, long-term disability pay, and awards. Benefit Credit Values are capped at a maximum of $36, as is the case with Mr. Homrighaus. A Participant is credited with one full year of Benefit Service for each year he or she is an eligible employee and has worked at least 1,000 hours. A Participant is not eligible for early retirement benefits unless that Participant remains employed through his or her Benefit Commencement Date (as defined in the Pension Plan).

The present value of the accumulated pension benefits is computed on the same basis and using the same assumptions that we use for financial statement reporting purposes, except that for purposes of calculating the present value, we assume that all named executives who are not yet 65 will remain in service until age 65, the age at which they may retire without any reduction in benefits. We also assume that benefits are payable under the available forms of annuity consistent with the assumptions described in Note 32— Employee Retirement and Pension Benefits in our financial statements for the year ended December 31, 2015 included elsewhere in this prospectus, including the statutory discount rate assumption of 4.25%. The postretirement mortality assumption used for present value calculations is the RP-2015 Blue Collar Annuitant (M) mortality table projected generationally using MP-2015 (M) mortality table.

Potential Payments upon Termination or Change In Control

Each of the NEOs would be entitled to certain payments and benefits following a termination of employment in certain circumstances. These potential benefits are summarized below and reflect obligations pursuant to employment agreements, letter agreements as well as other compensatory arrangements and policies. The amounts of potential payments and benefits for our NEOs reflected in the table below assume that the termination of employment in the circumstances noted occurred on December 31, 2015.

Termination for Cause or Voluntary Resignation without Good Reason

Upon a termination by the Company for Cause (as defined in the relevant employment agreement or as determined in accordance with the Stock Incentive Plan) or due to a voluntary resignation without Good Reason (as defined in the relevant employment agreement), no severance benefits would be paid to the NEO. Pursuant to applicable employment and award agreements, Stock Options, whether vested or unvested, and unvested RSUs would in each case be forfeited immediately upon termination for Cause for no consideration. The NEO would receive a payment for unused vacation days accrued in the year of termination and would continue to be eligible for medical and dental benefits until the end of the month in which termination occurred. The NEO would forfeit the right to an annual bonus under the MIP in the year of termination, but would be paid for any bonus earned in the prior fiscal year if such bonus had not yet been paid prior to the date of termination.

Upon termination of employment for any reason other than death, disability, retirement on or after age 65, or termination for cause, all unvested Stock Options and RSU’s are immediately forfeited and vested Stock Options remain exercisable for the 90-day period following termination.

Upon a termination for any reason, Mr. Hachigian is entitled to receive, at no cost to the executive, continued health and dental benefits for himself and his dependents through December 31, 2020. Upon a sale of the Company, the Company will place into escrow an amount equal to the cost of such benefits.

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Termination Due to Death, Disability or Retirement

Upon a termination due to death, disability or retirement after age 65, none of the NEOs would receive any benefits not ordinarily provided under our standard life insurance and disability benefit plans. Under the Company’s standard life insurance policy, in the event an NEO dies while actively employed, his beneficiary will receive a payment of $10,000 (or four times annual salary, in the case of Mr. Maxwell) and base salary continuation (based on the annual base salary in effect at the time of death) for a period of one year. Under the Company’s disability benefit plan, if an NEO becomes disabled, he will be entitled to six months’ salary continuation.

Pursuant to the applicable award agreements, all unvested Stock Options and RSUs granted to a NEO would be forfeited immediately in the event of a termination of employment due to death, disability or retirement. Stock Options that are vested on the date of death, disability or retirement on or after age 65 will remain exercisable until the earlier to occur of (x) the expiration of the twelve-month period following termination and (y) the Stock Option expiration date.

Termination without Cause or Resignation for Good Reason

The employment agreements or other compensation arrangements with Messrs. Beck, Hachigian, Mallard, Dinger, Maxwell, Farmakis, and Homrighaus provide that if their employment is terminated by the Company without Cause (as defined in the applicable agreement) or in the case of Messrs. Beck, Hachigian, and Mallard, if they resign for “Good Reason” (as defined in the applicable agreement), they are entitled to the benefits described below.

Mr. Beck

Mr. Beck’s employment agreement provides that he will be entitled to base salary continuation and medical benefits for one year in the event his employment is terminated by us without Cause or he resigns for Good Reason (as defined in the agreement). Pursuant to the applicable award agreements, in the event Mr. Beck’s employment is terminated without Cause or he resigns for Good Reason, any Stock Options and RSUs scheduled to vest on the vesting date next following the date of termination will vest immediately upon termination. Vested Stock Options will remain available for exercise for 90 days following termination.

In order to receive these post-employment benefits, Mr. Beck must execute a binding waiver and release of all legal claims against the Company. Mr. Beck is also subject to non-competition and non-solicitation provisions for 18 months following his termination of employment.

Mr. Hachigian

Upon the termination of Mr. Hachigian’s employment without Cause or if he resigned for Good Reason on or before December 31, 2015, Mr. Hachigian would not receive salary continuation. In the event of his termination on or after January 1, 2016, he will not receive severance pay. Regardless of the reason or timing of his termination, Mr. Hachigian and his dependents will be provided medical and dental benefits by us at no cost until December 31, 2020. Pursuant to agreements approved by the Committee in March 2016, Mr. Hachigian will remain actively employed as Executive Chairman until December 31, 2018. In the event Mr. Hachigian’s employment terminates prior to that date, the parties have agreed that he will be named Non-Executive Chairman and that the Committee will designate him a “Key Non-Employee” of the Company as defined in the Stock Incentive Plan. This designation will permit unvested Stock Options and RSUs granted to Mr. Hachigian to continue to vest and remain exercisable in accordance with the terms of the award agreement.

In order to receive these post-employment benefits, Mr. Hachigian must execute a binding waiver and release of all legal claims against us. Mr. Hachigian is also subject to non-competition and non-solicitation provisions for 24 months following his termination of employment.

Messrs. Mallard, Dinger, Maxwell and Farmakis

Pursuant to their management transition agreements, each of Messrs. Mallard, Dinger, Maxwell, and Farmakis will receive salary continuation for twelve months in the event his employment is terminated by the Company without

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Cause (as defined in the agreement) prior to December 1, 2017. The executive will be eligible for medical and dental benefits at the same cost as active employees for up to 18 months following termination. The executive will also receive a bonus under the MIP in the calendar year of termination as earned, based on actual performance under the terms of the MIP (subject to a minimum payment equal to his target annual bonus opportunity). In the calendar year following his termination, the executive will receive a pro-rata target bonus under the MIP based on his target bonus opportunity at the time of his termination. For the twelve-month period following his termination, the executive will be required to assist with an orderly management transition. During this period, the executive will be designated a “Key Non-Employee” such that his equity awards will continue to vest, and following such period, his vested Stock Options will remain outstanding for 90 days. Unvested RSUs granted to Messrs. Dinger and Maxwell will vest at the conclusion of the twelve-month transition period. Unvested Stock Options will be forfeited immediately upon the conclusion of the one-year transition period. The benefits under the management transition agreements are provided in lieu of any severance or separation benefits for which the executives may otherwise be eligible under any policy or employment agreement.

In order to receive these post-employment benefits, the executive must execute a binding waiver and release of all legal claims against the Company. The executives are also subject to non-competition and non-solicitation restrictions for 18 months and 24 months, respectively, following the termination of employment.

Mr. Thurman

Mr. Thurman resigned from the Company effective August 31, 2015 and received no severance payments from the Company. Pursuant to the terms of his letter agreement, 40% of the Stock Options granted to Mr. Thurman were vested in accordance with the terms of the award agreement and an additional 10% of the Stock Options were deemed vested as of January 1, 2016. These vested Stock Options will remain exercisable until December 31, 2017. The remaining 50% of Stock Options granted to Mr. Thurman in 2014 were forfeited on January 1, 2016.

Mr. Homrighaus

In the event Mr. Homrighaus was terminated without Cause or resigned for Good Reason on December 31, 2015, he would have received a payment of one year’s salary and continuation of medical benefits for up to twelve months. Under our letter agreement with Mr. Homrighaus, Stock Options vested at the time of his termination would remain exercisable for two years following the date of termination. In accordance with his letter agreement, Mr. Homrighaus will retire effective December 31, 2016 following a transition period that began in September 2015. When Mr. Homrighaus retires in 2016, he will receive no severance pay.

Change in Control

The occurrence of a change in control of the Company alone (i.e., one that does not result in a termination of employment without Cause or resignation by the executive (as applicable)) will result neither in the payment of any severance or separation benefits to any of the NEOs, nor in the accelerated vesting of any Stock Options or RSUs, except with respect to the equity awards held by Mr. Beck and Mr. Hachigian. In the event of a Company Sale (as defined in his award agreements), all unvested Stock Options and RSUs granted to Mr. Beck would vest immediately provided he remained actively employed by us until the date of the Company Sale. In the event of a Change in Control in the award agreements, Mr. Hachigian’s then unvested Stock Option awards will become vested in full.

Estimated Potential Termination Payments and Benefits

The following table provides the estimated value of the payments and benefits that our NEOs would have been provided under the employment agreements, letter agreements, and other management agreements and policies described above in connection with certain termination scenarios, assuming such termination had

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occurred on December 31, 2015. The actual amounts that would be paid upon an NEO’s termination of employment can be determined only at the time of such event.


Name	Voluntary Separation or For Cause ⁽¹⁾		Without Cause or Good Reason ⁽²⁾		Death ⁽³⁾		Disability ⁽³⁾		Retirement After Age 65 ⁽³⁾		Change In Control; No Termination ⁽⁴⁾
Mark Beck		—	$	2,437,828	$	860,000	$	425,000		—	$	4,624,104
Kirk Hachigian	$	87,650	$	87,650	$	1,197,650	$	637,650		—	$	12,994,566
L. Brooks Mallard		—	$	726,295	$	410,000	$	200,000		—		—
John Dinger		—	$	634,295	$	390,000	$	190,000		—		—
Peter Maxwell		—	$	446,995	$	1,370,850	$	137,085		—		—
Peter Farmakis		—	$	531,077	$	393,390	$	196,695		—		—
Mark Thurman ⁽⁵⁾		—		—		—		—		—		—
Barry Homrighaus		—	$	511,737	$	510,000	$	250,000		—		—

(1)

With the exception of Mr. Hachigian, none of the NEOs will receive any special benefits in the event of voluntary separation or termination for Cause. Under standard plan provisions, the NEOs will continue to be eligible for benefits under the Company’s medical and dental plans until the last day of the month in which termination occurs and for a payment for vacation days earned but not used in the year of termination, if any. The NEO would also receive payment for bonus earned in the fiscal year prior to termination if that bonus has not been paid prior to the termination date. Any bonus earned in the year of termination is forfeited. Pursuant to an agreement with a prior employer, Mr. Hachigian had a right to receive medical and dental benefits for himself and his dependents at no cost until December 31, 2020 provided he did not become eligible for alternative medical and/or dental benefits. When Mr. Hachigian joined us as Executive Chairman and Chief Executive Officer in 2014, we agreed to provide the same medical and dental benefits in the event his employment ended prior to December 31, 2020. The estimated cost for family medical and dental benefits for the period from January 1, 2016 until December 31, 2020 is $87,650 ($81,904 attributable to medical benefits and $5,747 attributable to dental benefits). These estimates are based on the Company’s COBRA costs for 2016 (which includes an administrative fee of 2%) until December 31, 2020.

(2)

Amounts in this column represent the cash and benefits to be paid to the NEO in the event of termination by the Company without Cause (as defined in the relevant agreement) or, with respect to Messrs. Beck and Hachigian, resignation with Good Reason (as defined in the relevant agreement). For Mr. Hachigian, the benefit includes medical and dental benefits for 60 months; he would receive no severance benefit. For Mr. Beck, the severance benefits are one-year base salary ($850,000) and medical and dental benefits ($15,850). For Mr. Beck, the value also includes accelerated vesting on 20% of his common and Class B-1 Common Stock Options and 25% of his RSUs ($1,571,978). For Mr. Mallard, the cash and benefits are based on one year of base salary ($400,000), a target bonus ($300,000), and medical and dental benefits for 18 months ($26,295). For Mr. Dinger, the cash and benefits are based on one year of base salary ($380,000), a target bonus ($228,000) and medical and dental benefits for 18 months ($26,295). For Mr. Maxwell, the cash and benefits are based on one year of base salary ($274,170), a target bonus ($164,502) and medical and dental benefits for 18 months ($8,323). For Mr. Farmakis, the cash and benefits are based on one year of base salary ($393,390) and a target bonus ($137,687). Mr. Thurman resigned effective March 31, 2015 with no severance benefit. Mr. Homrighaus’ benefits include one year base salary ($500,000) and medical and dental benefits for one year ($11,737).

(3)

The amounts in these columns represent the cash and benefits to be paid to the NEO in the event of death, disability (as defined in the relevant plan document), or retirement from the company after age 65. In the event of termination due to disability, each NEO would receive a benefit of six months’ salary. In the event of termination due to death, the estate of each NEO would receive a basic life insurance benefit of $10,000 (or four times annual salary, in the case of Mr. Maxwell) and his estate would receive salary continuation payments for one year. The amount included for Mr. Hachigian includes the value of the benefits to be provided to his dependents.

(4)

The occurrence of a change in control of the Company without a termination of employment will not result in payments to the NEOs, other than with respect to Messrs. Beck and Hachigian. The amount in this column represents the value of equity acceleration of all outstanding unvested equity awards for Mr. Beck and acceleration of all unvested Stock Options for Mr. Hachigian.

(5)	Mr. Thurman resigned effective August 31, 2015 and received no severance benefits.

Director Compensation

Members of the Board who are our employees or employees of Onex receive no extra compensation for their service on the Board. In 2015, our employee-directors were Messrs. Hachigian and Wendt and the directors employed by Onex were Messrs. Munk and Ross. Mr. Beck joined the Board in May 2016. Each non-employee and non-Onex member of the Board receives $125,000 annually for service on the board, payable quarterly in arrears. The Chairman of the Audit Committee is eligible to receive an additional $10,000 per year, payable quarterly in arrears, provided that he or she is a non-employee and non-Onex director. Mr. Tolbert is currently

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Chairman of the Audit Committee and is eligible for and receives the additional retainer for his services as Chairman of the Audit Committee.

Following the offering, each non-employee member of the Board will be entitled to receive an annual cash retainer of $90,000. Following the offering, the Chairman of any standing Committee of the Board will be entitled to receive an additional annual cash retainer as follows: Audit—$25,000; Compensation—$18,000; and Other—$15,000. Amounts due to members of our Board that are employees of Onex will be paid directly to Onex.

Annual Stock Grant

We have not historically offered annual equity awards to our directors. Beginning in 2017, each non-employee director will receive an annual grant of $110,000 in RSUs under the Company’s omnibus incentive plan, which RSUs shall vest on the first anniversary of the date of the grant subject to continued service on the Board through the vesting date by the non-employee or non-Onex director. Directors who are appointed to the Board during the year will be entitled to a pro-rated RSU award. The value of awards due to members of our Board who are employees of Onex will be paid directly to Onex; however, such payments will be made in cash and not as equity awards.

The following table summarizes the compensation of the non-employee directors in the year ended December 31, 2015. Directors who are our employees or employees of Onex received no compensation for their service as Board members. Mr. Hachigian’s compensation has been reported in the Summary Compensation Table and related compensation tables regarding our 2015 NEOs.


Name	Fees Earned or Paid in Cash ⁽¹⁾		Stock Awards		Option Awards($)		All Other Compensation		Total
Martha (Stormy) Byorum	$	125,000		—		—		—	$	125,000
John D. Carter	$	125,000		—		—		—	$	125,000
Anthony Munk		—		—		—		—		—
Christopher Patterson	$	125,000		—		—		—	$	125,000
Matthew Ross		—		—		—		—		—
Bruce Taten ⁽²⁾	$	125,000		—		—	$	74,000	$	199,000
Patrick Tolbert	$	135,000		—		—		—	$	135,000
Roderick Wendt ⁽³⁾		—		—		—	$	2,063,535	$	2,063,535
Steven Wynne ⁽⁴⁾	$	125,000		—		—	$	191,984	$	316,984

(1)	Non-employee directors receive no compensation other than the annual retainer of $125,000, except for Mr. Tolbert who receives an additional $10,000 retainer as Chairman of the Audit Committee.

(2)	Pursuant to an oral agreement with the Company, Mr. Taten was paid $74,000 for legal consulting services in 2015.

(3)

Mr. Wendt, Vice Chairman, is an employee. In 2015, he received a salary of $207,692 and 401(k) matching contributions of $6,231. Mr. Wendt also received a cash award of $599,612 for 3,861 vested Common Stock Options and 5,165 vested Class B-1 Common Stock Options. Mr. Wendt’s compensation also included forgiveness of a personal loan of $1,250,000 as part of an agreement wherein Mr. Wendt waived any future rights to severance pay and forfeited certain unvested Stock Options.

(4)

Mr. Wynne is a former employee. Pursuant to an employment agreement, Mr. Wynne holds 1,236 vested Common Stock Options and 1,654 Class B-1 Common Stock Options all with an exercise price of $239.51 per share. In August 2015, Mr. Wynne received a cash award on these vested Stock Options of $191,984 based on $52.00 per Common Stock Option and $77.22 per Class B-1 Common Stock Option.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock as of , 2016, and as adjusted to reflect the sale of our common stock being offered in this offering, by:

•

each person or entity who is known by us to beneficially own more than 5% of our common stock;

•

each of our directors and named executive officers; and

•

all of our directors and executive officers as a group.

The column of the table headed “Number of Shares Beneficially Owned” sets forth the ownership of our common stock as of , 2016 adjusted to reflect our Share Recapitalization as if it was completed on that date, the column of the table headed “Percentage of Shares Beneficially Owned After this Offering Assuming No Exercise of Underwriters’ Option to Purchase Additional Shares” sets forth the ownership percentage of our common stock after giving effect to our Share Recapitalization and the sale of our common stock offered hereby, assuming no exercise of the underwriters’ option to purchase additional shares and the column of the table headed “Percentage of Shares Beneficially Owned After this Offering Assuming Full Exercise of Underwriters’ Option to Purchase Additional Shares” sets forth the ownership percentage of our common stock after giving effect to our Share Recapitalization and the sale of common stock offered hereby, assuming full exercise of the underwriters’ option to purchase additional shares. Assuming no exercise of the underwriters’ option to purchase additional shares, the ownership percentages are based on shares of common stock outstanding, and assuming full exercise of the underwriters’ option to purchase additional shares, the ownership percentages are based on shares of common stock outstanding.

Information with respect to beneficial ownership has been furnished to us by each director, executive officer, or stockholder listed in the table below. The amounts and percentages of our common stock beneficially owned are reported on the basis of rules of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power”, which includes the power to vote or direct the voting of such security, or “investment power”, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days after , 2016, including any shares of our common stock subject to an option that is exercisable within 60 days after , 2016. More than one person may be deemed to be a beneficial owner of the same securities.

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Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law. Unless otherwise indicated below, the address for each person or entity listed below is c/o JELD-WEN Holding, Inc., 440 S. Church Street, Suite 400, Charlotte, North Carolina 28202.

Name of Beneficial Owner

Number of
Shares
Beneficially
Owned

Percentage of
Shares
Beneficially
Owned Before
this Offering

Percentage of
Shares Beneficially
Owned After
this Offering
Assuming
No Exercise of
Underwriters’
Option to Purchase
Additional Shares

Percentage of
Shares Beneficially
Owned After
this Offering
Assuming
Full Exercise of
Underwriters’
Option to Purchase
Additional Shares

5% Stockholders

Onex ⁽¹⁾

Named Executive

Officers and Directors

Kirk Hachigian ⁽²⁾

Mark Beck ⁽³⁾

L. Brooks Mallard ⁽⁴⁾

John Dinger ⁽⁵⁾

Peter Farmakis ⁽⁶⁾

Peter Maxwell ⁽⁷⁾

Martha (Stormy) Byorum

Gregory G. Maxwell

Anthony Munk ⁽⁸⁾

Matthew Ross ⁽⁸⁾

Bruce Taten

Patrick Tolbert

Roderick Wendt ⁽⁹⁾

Steven Wynne ⁽¹⁰⁾

Mark Thurman

Barry Homrighaus

All executive officers and directors as a group (16 persons)

*	Represents beneficial ownership of less than 1% of our outstanding common stock.

(1)

Includes: (i) shares of common stock held by Onex Partners III LP; (ii) shares of common stock held by Onex BP Co-Invest LP; (iii) shares of common stock held by Onex Partners III GP LP; (iv) shares of common stock held by Onex US Principals LP; (v) shares of common stock held by Onex Partners III PV LP; (vi) shares of common stock held by Onex BP S.a.r.l.; and (vii) shares of common stock held by Onex Partners III Select LP. Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange, may be deemed to beneficially own the common stock held by (a) Onex Partners III LP, through Onex Corporation’s ownership of all of the common stock of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex Partners III LP, (b) Onex BP Co-Invest LP, through Onex Corporation’s ownership of all of the equity of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex BP Co-Invest LP, (c) Onex Partners III GP LP, through Onex Corporation’s ownership of all of the equity of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, (d) Onex US Principals LP, through Onex Corporation’s ownership of all of the common stock of Onex American Holdings GP LLC, the general partner of Onex US Principals LP, (e) Onex Partners III PV LP, through Onex Corporation’s ownership of all of the equity of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex Partners III PV LP, (f) Onex BP S.a.r.l., through Onex Corporation’s ownership of all of the equity of Onex American Holdings LLC, which owns all of the equity of Onex American Holdings Subco LLC and BP EI LLC, which own all of the equity of Onex BP S.a.r.l., and (g) Onex Partners III Select LP, through Onex Corporation’s ownership of all of the equity of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex Partners III Select LP. Does not include shares of common stock held by Onex Advisor Subco LLC, an independent entity that is controlled by Mr. Gerald W. Schwartz. Mr. Gerald W. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, owns shares representing a majority of the voting rights of the shares of Onex Corporation and as such may be deemed to beneficially own all of the common stock beneficially owned by Onex Corporation. Mr. Schwartz disclaims such beneficial ownership. The address for Onex Corporation is 161 Bay Street, Toronto, ON M5J 2S1.

(2)	Includes currently vested Class B-1 Common Stock Options to purchase shares of common stock (on an as-converted basis); currently vested Common Stock Options; and vested RSUs.

(3)	Includes currently vested Class B-1 Common Stock Options to purchase shares of common stock (on an as-converted basis); currently vested Common Stock Options; and vested RSUs.

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(4)	Includes currently vested Class B-1 Common Stock Options to purchase shares of common stock (on an as-converted basis) and currently vested Common Stock Options.

(5)	Includes currently vested Class B-1 Common Stock Options to purchase shares of common stock (on an as-converted basis) and currently vested Common Stock Options.

(6)	Includes currently vested Class B-1 Common Stock Options to purchase shares of common stock (on an as-converted basis) and vested Common Stock Options.

(7)	Includes currently vested Class B-1 Common Stock Options to purchase shares of common stock (on an as-converted basis) and vested Common Stock Options.

(8)

Does not include shares of common stock held by funds managed by an affiliate of Onex Corporation. Mr. Munk and Mr. Ross are directors of JWHI. Mr. Munk is a Senior Managing Director of Onex Corporation and Mr. Ross is a Managing Director of Onex Corporation. Mr. Munk and Mr. Ross do not have voting or investment power with respect to the shares held by such funds.

(9)

Includes (i) shares of common stock held through the Company’s ESOP; (ii) shares of common stock held through the Company’s KSOP; (iii) currently vested Class B-1 Common Stock Options to purchase shares of common stock (on an as-converted basis); (iv) currently vested Common Stock Options; (v) shares of common stock held through the Wendt Family Foundation; (vi) shares of common stock held through The Richard Lester Wendt Revocable Living Trust; (vii) shares of common stock held through the RC Wendt Revocable Trust; and (viii) shares of common stock held through the Roderick Wendt GST Trust. Mr. Wendt is one of nine trustees of the Wendt Family Foundation. Mr. Wendt is one of three trustees, each of whom are members of Mr. Wendt’s immediate family, of The Richard Lester Wendt Revocable Living Trust. Mr. Wendt is the sole trustee of the RC Wendt Revocable Trust and the Roderick Wendt GST Trust. Mr. Wendt has or shares voting and investment control of shares held by the Wendt Family Foundation, The Richard Lester Wendt Revocable Living Trust, the RC Wendt Revocable Trust and the Roderick Wendt GST Trust, and therefore may be deemed to have beneficial ownership of such shares. Mr. Wendt is also the beneficiary of the RC Wendt Revocable Trust.

(10)	Includes currently vested Class B-1 Common Stock Options to purchase shares of common stock (on an as-converted basis) and vested Common Stock Options.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Dividends and Other Distributions

In July 2015, we made payments of approximately $420 million to holders of our common stock, Series A Convertible Preferred Stock, Class B-1 Common Stock, options, and RSUs. Of the amount paid, approximately $359.1 million was paid to Onex in respect of its ownership of common stock, Series A Convertible Preferred Stock, and our Class B-1 Common Stock, and an aggregate of approximately $7.6 million was paid to our directors and executive officers in respect of common stock, options, and RSUs they own.

In November 2016, we made payments of approximately $400 million to holders of our common stock, Series A Convertible Preferred Stock, Class B-1 Common Stock, options, and RSUs. Of the amount paid, approximately $327 million was paid to Onex in respect of its ownership of common stock, Series A Convertible Preferred Stock, and our Class B-1 Common Stock, and an aggregate of approximately $11.3 million was paid to our directors and executive officers in respect of common stock, options, and RSUs they own.

Consulting Agreement

In October 2011, we entered into a consulting agreement with Onex, our principal equity holder. In exchange for providing us with corporate finance and strategic planning consulting services, we paid Onex Partners Manager LP an annual management fee of $0.6 million, $1.8 million and $1.6 million in the years ending December 31, 2015, 2014, and 2013, respectively, pursuant to the consulting agreement. The consulting agreement provides that we will indemnify Onex against any claims arising out of or in connection with Onex’ performance under the consulting agreement and reimburse Onex for any out-of-pocket legal expenses incurred in connection with the investigation or defense of any such claims. The consulting agreement has an initial term of 10 years, subject to automatic one-year renewals, unless terminated by either party by notice given at least 90 days prior to the scheduled expiration date. In connection with this initial public offering, the consulting agreement will be terminated for no consideration.

Onex Shareholders Agreement

We, Onex, the Richard Lester Wendt Revocable Living Trust, or the “Trust”, and certain other of our shareholders who collectively own approximately % of our common stock (on a fully diluted basis, after giving effect to the Share Recapitalization and this offering) are party to the shareholders agreement, dated October 3, 2011, as amended, which was entered into in connection with the acquisition of our equity by Onex. The shareholders agreement governs the transferability of shares of common stock and other rights with respect to the ownership of shares of common stock. For example, the shareholders agreement provides tag-along rights and rights of first purchase to the parties to the shareholders agreement for transfers of shares of common stock, other than transfers of shares of common stock registered under the Securities Act (including the shares offered hereby) or sales made pursuant to Rule 144 under the Securities Act. In addition, the shareholders agreement also provides drag-along rights after October 2019 for Onex. Further, the parties to the shareholders agreement have agreed to certain director appointment and voting provisions. In connection with this initial public offering, this shareholders agreement will be terminated.

Company Shareholders Agreements

We and certain of our existing shareholders are party to certain shareholders agreements, which were intended to limit the number and identity of our shareholders for so long as we operate as a private company. In connection with this initial public offering, each of these shareholders agreements will be terminated.

Indemnification Agreements

Prior to the completion of this offering, we will have entered into indemnification agreements with each of our directors and certain of our officers. The indemnification agreements provide the directors and officers with

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contractual rights to indemnification and expense advancement which are, in some cases, broader than the specific indemnification provisions contained under Delaware law. We believe that the indemnification agreements are, in form and substance, substantially similar to those commonly entered into in private-equity backed transactions with portfolio companies.

Employment Agreements

See “Executive Compensation—Employment Agreements” for information regarding the employment agreements that we have entered into with our named executive officers.

Registration Rights Agreement

We, Onex, certain of our directors and executive officers, and others (who collectively own % of our common stock on a fully diluted basis, after giving effect to the Share Recapitalization and this offering) also entered into a registration rights agreement dated October 3, 2011, as amended, in connection with the Onex Investment. Pursuant to the registration rights agreement, upon the closing of this offering and subject to the terms of the lock-up agreement they have entered into with the representatives of the underwriters, holders of a total of shares of our common stock as of , 2016 (on a fully diluted basis, after giving effect to the Share Recapitalization and this offering), will have the right to require us to register their shares under the Securities Act under specified circumstances, including the right to require us to participate in underwritten offerings as well as to make available shelf registration statements permitting sales of shares into the market from time to time over an extended period, and will have incidental registration rights as described below. After registration pursuant to these rights, in most cases these shares will become freely tradable without restriction under the Securities Act.

Demand Registration Rights

Subject to certain restrictions, at any time after six months following the closing of this offering, Onex and/or certain majority stockholders (or their permitted transferees) will have the right to require us from time to time by written notice to prepare and file a registration statement registering the offer and sale of a number of their shares of common stock and/or to facilitate an underwritten offer of a number of shares of their common stock using an already effective shelf registration statement, except that no more than one demand may occur in any six-month period. The demand rights will also be subject to our right to delay registration for up to six months based on certain circumstances.

Piggyback Registration Rights

If, at any time following this offering, subject to certain customary limitations we propose to register an offering of common stock (subject to certain exceptions) for our own account or for the account of any third party (including a demand registration), then we must give written notice to all holders who own registrable securities to allow them to include a specified number of their shares in that registration statement.

Participation Right

For so long as Onex and its affiliates collectively own at least 5% of our outstanding common stock (calculated on an as-converted, fully diluted basis), Onex has the right to purchase its pro rata portion of the primary shares offered pursuant to any future public offering by the Company at the same price at which the common stock will be offered to the public pursuant to the offering.

Other Provisions

The registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration and our right to delay or withdraw a

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registration statement under certain circumstances. We will generally pay all registration expenses in connection with our obligations under the registration rights agreement, regardless of whether a registration statement is filed or becomes effective. The registration rights agreement also contains customary cross-indemnification provisions, pursuant to which we are obligated to indemnify any selling stockholders in the event of material misstatements or omissions in the registration statement attributable to us, and they are obligated to indemnify us for material misstatements or omissions in the registration statement attributable to information specifically provided by them.

Stock Purchase Agreements

We and Onex are party to the amended and restated stock purchase agreement, dated as of July 29, 2011, and the stock purchase agreement, dated as of August 30, 2012, in each case as amended, which were entered into to provide for the acquisition of our equity by Onex. The stock purchase agreements require us to indemnify, hold harmless, and reimburse Onex and certain of its related parties for damages (as defined and subject to limitations specified in the stock purchase agreements) arising from, based upon, or otherwise in respect of various matters identified in the stock purchase agreements, including our ownership, operation, and disposition of businesses and assets that are not part of our core business (“non-core assets”) and certain specified liabilities. We may be required to satisfy these obligations in cash or through the issuance of our common stock; any amounts that may be payable will be “grossed-up” to compensate Onex for the portion of those amounts that it would bear as our majority stockholder, except to the extent that those amounts are paid in cash from certain operating cash flow and disposition proceeds derived from non-core assets. In August 2016, pursuant to a settlement agreement executed in June 2016, we paid Onex and the other investors under the stock purchase agreements an aggregate of $23,700,805 in cash in full settlement and satisfaction of all existing claims (known or unknown) under these provisions of the stock purchase agreements. In connection with the settlement, the stock purchase agreements and our certificate of incorporation were amended to permit us to pay a cash dividend to holders of our common stock who are parties to the stock purchase agreements with the net proceeds (after provision for related taxes and other expenses), if any, received by us after August 3, 2016 and prior to the filing of a preliminary prospectus for this offering that includes a price range from the sale of specified non-core assets. On July 26, 2016, we entered into an agreement to sell certain of these assets, which sale was completed on October 20, 2016. Onex, as a holder of our preferred stock, and purchasers of common stock in this offering would not receive any portion of such a dividend if paid. Our obligations under these provisions of the stock purchase agreements will terminate automatically upon the consummation of this offering, except with respect to any unresolved claim made prior to such time.

E mployee Stock Ownership and Retirement Plan

We sponsor the JELD-WEN, Inc. Employee Stock Ownership and Retirement Plan, or ESOP, which was frozen to new participants effective May 1, 2016. As of September 24, 2016, the ESOP held a total of 360,394 shares of our common stock (equal to 4.4% of our common stock on a fully diluted, as-converted basis). The ESOP is designed as a tax-qualified retirement plan and employee stock ownership plan under the Code. Participants may direct the ESOP trustees (who are designated from time to time by our board of directors) how to vote our common stock allocated to their ESOP accounts on certain matters, such as corporate mergers or consolidations, recapitalizations, reclassifications, liquidations, dissolutions and the sale of substantially all of our assets.

The ESOP Trust provides that participants whose employment with us or our subsidiaries is terminated are entitled to receive distribution of their ESOP accounts held in the ESOP at specified times and in specified forms. When an ESOP account is distributed, participants may elect to receive either shares of our common stock or cash. Historically, in order to fund cash distributions, the ESOP sold shares of common stock to us for cash. In the years ended December 31, 2015, 2014, and 2013, we repurchased approximately $12.1 million, $14.8 million, and $16.1 million, respectively, of our common stock from the ESOP. Following the consummation of this IPO, we do not expect to purchase any further shares from the ESOP.

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Notes Receivable from the Trust of Richard L. Wendt

Richard L. Wendt, or “RLW”, was a director of the Company until his death in 2010. During the three year period beginning on January 1, 2013, the estate of RLW, or the “RLW Trust”, owned more than 5% of the Company’s common stock, and one of the directors of the Company, Roderick C. Wendt, or “RCW”, is a trustee of the RLW Trust. In connection with transactions between the Company and either RLW or entities owned by RLW prior to his death, RLW issued promissory notes to the Company. The promissory notes were secured by Company stock held by RLW, entities owned by RLW prior to his death, or the RLW Trust. As of December 31, 2015, 2014, and 2013, respectively, we were owed $0, $12.6 million, and $22.4 million by the RLW Trust, and we received interest payments of $0.5 million, $4.2 million, and $0. In December 2014, we reduced the principal amount of the promissory notes by $7.1 million in exchange for 32,317 shares of the Company’s stock held by the RLW Trust. The remaining $12.6 million of principal was repaid with the proceeds of the dividend paid on or about July 31, 2015. See “—Dividends and Other Distributions” above.

Loan to Roderick C. Wendt

One of our directors, RCW, issued promissory notes to us. As of December 31, 2015, 2014, and 2013, respectively, we were owed $2.0 million, $3.4 million, and $4.6 million by RCW, and we received payments of interest of $0.2 million in each of the years ended December 31, 2015, 2014, and 2013 and payments of principal of $1.4 million, $1.3 million and $0 million in each of the years ended December 31, 2015, 2014, and 2013. The entire principal amount of the promissory notes was repaid in May 2016.

Payments to JWTR, LLC

JWTR, LLC, or “JWTR”, is a timber and real estate development company that is wholly-owned by the RLW Trust. In 2013, we paid JWTR and its subsidiaries $3.1 million for logs, timberland management, and logging services. No payments were made in 2014 or 2015.

Severance Payments to Steven Wynne

One of our directors, Steven Wynne, received $233,654 in severance payments in the year ended December 31, 2013. These payments were made in connection with a Separation and Release Agreement entered into between Mr. Wynne and the Company on June 29, 2012 in connection with his retirement as an officer of the Company. The total amount that Mr. Wynne received in connection with this agreement was $467,957.05 paid on a biweekly basis from July 2, 2012 through July 1, 2013. The payments were not contingent on any continued service by Mr. Wynne.

Aviation Department

In 2014, we restructured our aviation department, downsizing from three aircrafts to one and moving the operation from Oregon to North Carolina. As part of the restructuring plan, one of the three aircrafts was subleased to the RLW Trust. The lease runs through January of 2017 and is not expected to be renewed. In the agreement, we pay the ongoing lease payments of $79,000 per month and the RLW Trust pays a nominal amount to us. The RLW Trust is responsible for all maintenance and operational costs. This was done to decrease the costs and extend the cash outflow associated with exiting the aircraft lease. In addition, the aircraft hangar located in Klamath Falls, Oregon was sold to Fairmount Aviation for fair value of $2.0 million. Fairmount is a newly formed aviation company controlled by RCW, a director of the Company.

Policies and Procedures for Related Party Transactions

Prior to the completion of this offering, we expect that our board of directors will adopt a policy providing that the audit committee will review and approve or ratify transactions in excess of $120,000 of value in which

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we participate and in which a related party has or will have a direct or indirect material interest. Under this policy, our board of directors is to obtain all information it believes to be relevant to a review and approval or ratification of these transactions. After consideration of the relevant information, the audit committee is to approve only those related party transactions that the audit committee believes are on their terms, taken as a whole, similar to third-party transactions and that the audit committee determines are not inconsistent with the best interests of the Company. In particular, our policy with respect to related party transactions will require our audit committee to consider the benefits to the Company, the impact on a director’s independence in the event the related party is a director, an immediate family member of a director or an entity in which a director has a position or relationship, the availability of other sources for comparable products or services, the terms of the transaction, and the terms available to unrelated third parties or to employees generally. A “related party” is any person who is or was one of our executive officers, directors, or director nominees or is a holder of more than 5% of our common stock, or their immediate family members or any entity owned or controlled by any of the foregoing persons. All of the transactions described above were entered into prior to the adoption of this policy.

Certain of the foregoing disclosures are summaries of certain provisions of our related party agreements, and are qualified in their entirety by reference to all of the provisions of such agreements. Because these descriptions are only summaries of the applicable agreements, they do not necessarily contain all of the information that you may find useful. Copies of certain of the agreements (or forms of the agreements) have been filed as exhibits to the registration statement of which this prospectus is a part, and are available electronically on the website of the SEC at www.sec.gov .

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DESCRIPTION OF CAPITAL STOCK

The following is a description of our capital stock and the material provisions of our amended and restated certificate of incorporation and amended and restated bylaws, each of which will become effective prior to the consummation of this offering. The following is only a summary and is qualified by applicable law and by the provisions of the amended and restated certificate of incorporation and amended and restated bylaws and other agreements, copies of which are available as set forth under the caption entitled “Where You Can Find More Information”.

General

Prior to the Share Recapitalization and the effectiveness of our amended and restated certificate of incorporation, our authorized capital stock consists of 22,379,800 shares of common stock, par value $0.01 per share, 430,200 shares of Class B-1 Common Stock, par value $0.01 per share, 2,922,634 shares of Series A-1 Convertible Preferred Stock, par value $0.01 per share, 208,760 shares of Series A-2 Convertible Preferred Stock, par value $0.01 per share, 843,132 shares of Series A-3 Convertible Preferred Stock, par value $0.01 per share, 4,775,473 shares of Series A-4 Convertible Preferred Stock, par value $0.01 per share, and 1 share of Series B Preferred Stock, par value $0.01. Prior to the consummation of this offering, we intend to complete the Share Recapitalization. The Share Recapitalization consists of (i) the -for-1 stock split of our common stock that occurred on , and (ii) the conversion of all outstanding shares of our Series A Convertible Preferred Stock and Class B-1 Common Stock into shares of our common stock and the cancellation of the one outstanding share of our Series B Preferred Stock, which will occur prior to the consummation of this offering. For illustrative purposes, assuming a conversion date of , , our Series A Convertible Preferred Stock will convert into shares of our common stock and our Class B-1 Common Stock will convert into shares of our common stock. Upon effectiveness of our amended and restated certificate of incorporation and upon the completion of this offering, our authorized capital stock will consist of shares of common stock, par value $0.01 per share and shares of undesignated preferred stock, the rights, preferences, and privileges of which may be designated from time to time by our board of directors. The rights and privileges of holders of our common stock are subject to any series of preferred stock that we may issue in the future.

Upon completion of this offering, there will be outstanding shares of common stock (assuming that the underwriters’ option is not exercised and excluding shares of our common stock issuable upon exercise of outstanding stock options) and no outstanding shares of preferred stock.

Our Controlling Shareholder

After this offering, Onex will own % of our common stock ( % if the underwriters’ option is exercised in full). Accordingly, Onex will exercise a controlling influence over our business and affairs and will have the power to determine all matters submitted to a vote of our stockholders, including the election of directors, the removal of directors with or without cause, and the approval of significant corporate transactions such as amendments to our certificate of incorporation, mergers, and the sale of all or substantially all of our assets. Onex could initiate corporate action even if its interests conflict with the interests of our other stockholders. This concentration of voting power could deter or prevent a change in control of the Company that might otherwise be beneficial to our stockholders.

Common Stock

Voting Rights. Each outstanding share of common stock is entitled to one vote on all matters with respect to which the holders of our common stock are entitled to vote.

Dividend Rights. Subject to preferences that may apply to shares of preferred stock outstanding at the time, holders of our outstanding common stock are entitled to any dividend declared by the board of directors out of

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funds legally available for this purpose. However, the Credit Facilities impose restrictions on our ability to declare dividends on our common stock. See “Description of Certain Indebtedness”. Dividends paid in shares of our common stock must be paid, with respect to a particular class of common stock, in shares of that class.

Conversion Rights. The common stock is not convertible.

Other Rights . The holders of our common stock will not have any preemptive or other similar rights to purchase any of our securities, cumulative voting, subscription, redemption or sinking fund rights (except for the subscription rights granted to Onex pursuant to the registration rights agreement). See “Certain Relationships and Related Party Transactions—Registration Rights Agreement” for a description of such rights.

Right to Receive Liquidation Distributions. Upon our voluntary or involuntary liquidation, dissolution or winding up, the holders of our common stock are entitled to receive, on a pro rata basis, our assets which are legally available for distribution, after payment of all debts and other liabilities and subject to the rights of any holders of preferred stock then outstanding, to the holders of common stock.

Assessability. All shares of common stock outstanding upon the completion of this offering will be fully paid and nonassessable.

Preferred Stock

The preferred stock, if issued, would have priority over the common stock with respect to dividends and other distributions, including the distribution of our assets upon liquidation. Unless required by law or by the rules of the New York Stock Exchange, our board of directors will have the authority without further stockholder authorization to issue from time to time shares of preferred stock in one or more series and to fix the terms, limitations, relative rights, and preferences and variations of each series. Although we have no present plans to issue any shares of preferred stock, the issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could decrease the amount of earnings and assets available for distribution to the holders of common stock, could adversely affect the rights and powers, including voting rights, of the common stock, and could have the effect of delaying, deterring or preventing a change in control of us or an unsolicited acquisition proposal.

Record Holders

As of the date of this prospectus, our outstanding shares of common stock were held of record by stockholders.

Limitations on Directors’ Liability

Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions indemnifying our directors and officers to the fullest extent permitted by Delaware law. Prior to the completion of this offering, we entered into indemnification agreements with each of our directors which, in some cases, are broader than the specific indemnification provisions contained under Delaware law. See “Certain Relationships and Related Party Transactions—Indemnification Agreements”.

In addition, as permitted by Delaware law, our amended and restated certificate of incorporation provides that no director will be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director. The effect of this provision is to restrict our rights and the rights of our stockholders in derivative suits to recover monetary damages against a director for breach of fiduciary duty as a director, except that a director will be personally liable for:

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any breach of his or her duty of loyalty to us or our stockholders;

•

acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

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•

the payment of dividends or the redemption or purchase of stock in violation of Delaware law; or

•

any transaction from which the director derived an improper personal benefit.

If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

This provision does not affect a director’s liability under the federal securities laws.

To the extent our directors, officers, and controlling persons are indemnified under the provisions contained in our amended and restated certificate of incorporation, our amended and restated bylaws, Delaware law, or contractual arrangements against liabilities arising under the Securities Act, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Provisions of Our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws and Delaware Law that May Have an Anti-Takeover Effect

Delaware law contains, and upon the completion of this offering, our amended and restated certificate of incorporation and our amended and restated bylaws will contain, provisions that could have the effect of delaying, deferring, or discouraging another party from acquiring control of us. These provisions, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors.

Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

Certain provisions in our amended and restated certificate of incorporation and amended and restated bylaws summarized below may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests, including attempts that might result in a premium being paid over the market price for the shares held by stockholders.

Among other things, our amended and restated certificate of incorporation and amended and restated bylaws:

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authorize the issuance of blank check preferred stock that our board of directors could issue to increase the number of outstanding shares and to discourage a takeover attempt;

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divide our board of directors into three classes with staggered three-year terms;

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limit the ability of stockholders to remove directors only “for cause” if Onex ceases to own more than 50% of the voting power of all our outstanding common stock;

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prohibit our stockholders from calling a special meeting of stockholders if Onex ceases to own more than 50% of the voting power of all our outstanding common stock;

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provide that the board of directors is expressly authorized to adopt, alter, or repeal our bylaws;

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establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; and

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•

require the approval of holders of at least two-thirds of the outstanding shares of common stock to amend the bylaws and certain provisions of the certificate of incorporation if Onex ceases to own more than 50% of the voting power of all our outstanding common stock.

The foregoing provisions of our amended and restated certificate of incorporation and amended and restated bylaws could discourage potential acquisition proposals and could delay or prevent a change in control. These provisions are intended to enhance the likelihood of continuity and stability in the composition of the board of directors and in the policies formulated by the board of directors and to discourage certain types of transactions that may involve an actual or threatened change of control. Further, these provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage certain tactics that may be used in proxy fights. However, these provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our common stock that could result from actual or rumored takeover attempts, and these provisions also may have the effect of preventing changes in our management.

Delaware Takeover Statute

Subject to certain exceptions, Section 203 of the DGCL prohibits a Delaware corporation from engaging in any “business combination” (as defined below) with any “interested stockholder” (as defined below) for a period of three years following the date that such stockholder became an interested stockholder, unless: (i) prior to such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; (ii) on consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned (x) by persons who are directors and also officers and (y) by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or (iii) on or subsequent to such date, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

Section 203 of the DGCL defines “business combination” to include: (i) any merger or consolidation involving the corporation and the interested stockholder; (ii) any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder; (iii) subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; (iv) any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or (v) the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. In general, Section 203 defines an “interested stockholder” as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by such entity or person.

In our amended and restated certificate of incorporation, we will elect not to be governed by Section 203 of the DGCL, as permitted under and pursuant to subsection (b)(3) of Section 203.

Corporate Opportunity

Delaware law permits corporations to adopt provisions renouncing any interest or expectancy in certain opportunities that are presented to the corporation or its officers, directors, or stockholders. Our amended and restated certificate of incorporation, to the maximum extent permitted from time to time by Delaware law, renounces any interest or expectancy that we have in, or right to be offered an opportunity to participate in,

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specified business opportunities that are from time to time presented to our officers, directors, or stockholders or their respective affiliates, other than those officers, directors, stockholders, or affiliates who are our or our subsidiaries’ employees. Our amended and restated certificate of incorporation provides that, to the fullest extent permitted by law, Onex or any of its affiliates or any director who is not employed by us (including any non-employee director who serves as one of our officers in both his director and officer capacities) or his or her affiliates has no duty to refrain from (i) engaging in a corporate opportunity in the same or similar lines of business in which we or our affiliates now engage or propose to engage or (ii) otherwise competing with us or our affiliates. In addition, to the fullest extent permitted by law, in the event that Onex or any of its affiliates or any non-employee director acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself or himself or its or his affiliates or for us or our affiliates, such person will have no duty to communicate or offer such transaction or business opportunity to us or any of our affiliates and they may take any such opportunity for themselves or offer it to another person or entity. Our amended and restated certificate of incorporation does not renounce our interest in any business opportunity that is expressly offered to a non-employee director solely in his or her capacity as a director or officer of us. To the fullest extent permitted by law, no business opportunity will be deemed to be a potential corporate opportunity for us unless we would be permitted to undertake the opportunity under our amended and restated certificate of incorporation, we have sufficient financial resources to undertake the opportunity, and the opportunity would be in line with our business.

Choice of Forum

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for any derivative action or proceeding brought on our behalf, any action or proceeding asserting a breach of fiduciary duty owed by any director or officer to us or our stockholders, any action or proceeding asserting a claim against us arising pursuant to the DGCL or our amended and restated certificate of incorporation or amended and restated bylaws, or any action or proceeding asserting a claim against us that is governed by the internal affairs doctrine. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of claims to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers and may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

Stock Exchange Listing

We intend to apply to include the common stock for trading on the New York Stock Exchange under the symbol “JELD”.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is .

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DESCRIPTION OF CERTAIN INDEBTEDNESS

Corporate Credit Facilities

In October 2014, we entered into the Corporate Credit Facilities, which initially consisted of (i) a term loan facility in an initial principal amount of $775 million (the “Initial Term Loans”) with a syndicate of lenders and Bank of America, N.A., as administrative agent (the “Term Loan Facility”) and (ii) a $300 million asset-based revolving credit facility with a syndicate of lenders and Wells Fargo Bank, National Association, as administrative agent (the “ABL Facility”). In July 2015, we borrowed $480 million of incremental term loans (the “2015 Incremental Term Loans”) under the Term Loan Facility and amended our Corporate Credit Facilities to, among other things, permit a distribution to holders of our common stock, our Series A Convertible Preferred Stock, and our Class B-1 Common Stock. In November 2016, we borrowed $375 million of incremental term loans under the Term Loan Facility. In connection therewith, we entered into the 2016 Term Loan Amendment to, among other things, (i) permit a $400 million distribution, (ii) reduce the interest rate on the outstanding term loans, and (iii) conform the terms (including providing for a maturity date of July 1, 2022) of all outstanding term loans (namely, the Initial Term Loans, the 2015 Incremental Term Loans and the additional $375 million of term loans referred to above) under the Term Loan Facility (such term loans, after giving effect to such amendments, the “Amended Term Loans”).

As of September 24, 2016, we were in compliance with the terms of the Corporate Credit Facilities.

Term Loan Facility

The initial borrower under the Term Loan Facility was Onex BP Finance LP, a wholly owned subsidiary of Onex. Onex BP Finance, LP contributed the proceeds of the Initial Term Loans and the 2015 Incremental Term Loans to its wholly-owned subsidiary Onex BP Finance, LLC (together with Onex BP Finance, LP, the “Tower Entities”), which loaned such proceeds to JWI on economic terms substantially similar to those in the credit agreement in respect of the Term Loan Facility. As part of the 2016 Term Loan Amendment in November 2016, prior to the payment of the 2016 Dividend, the Tower Entities were released as obligors under the Term Loan Facility, and JWI became the only borrower under the Term Loan Facility.

The net proceeds from the Initial Term Loans were primarily used to (i) repay $239.7 million outstanding under our former senior secured credit facility as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Lines of Credit and Long-Term Debt—Repaid Long-Term Debt—Former Senior Secured Credit Facility—United States and Europe”, (ii) redeem all $460 million of our then-outstanding 12.25% senior secured notes described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Lines of Credit and Long-Term Debt—Repaid Long-Term Debt—Former Senior Secured Notes”, and (iii) satisfy our obligation under a guarantee of certain letters of credit supporting an industrial revenue bond. The net proceeds of the 2015 Incremental Term Loans were used primarily to fund a $419.2 million distribution to holders of our common stock, our Series A Convertible Preferred Stock, and our Class B-1 Common Stock, to make related payments to holders of options and RSUs, and to pay related transaction fees and expenses. The net proceeds of the Amended Term Loans were used primarily to (i) replace the Initial Term Loans and the 2015 Incremental Term Loans, (ii) make payments of approximately $400 million to holders of our outstanding common stock, Series A Convertible Preferred Stock, Class B-1 Common Stock, options, and RSUs, and (iii) pay related transaction fees and expenses.

The offering price of the Amended Term Loans was 99.75%. The Amended Term Loans bear interest at LIBOR (subject to a floor of 1.00%) plus a margin of 3.50% to 3.75% depending on our ratio of net debt to Adjusted EBITDA. We have entered into forward-starting interest rate swap agreements in order to effectively change the interest rate on a substantial portion of our Term Loan Facility from a variable rate to a fixed rate. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures About Market Risk—Interest Rate Risk”. The Amended Term Loans amortize in

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quarterly installments equal to 0.25% of the initial aggregate principal amount of the Amended Term Loans. The Term Loan Facility has various non-financial covenants, including restrictions on liens, indebtedness, and dividends, customary representations and warranties, and customary events of defaults and remedies, but has no financial maintenance covenants. The Amended Term Loans mature on July 1, 2022.

The Term Loan Facility permits us to add one or more incremental term loans up to the sum of: (i) an unlimited amount subject to compliance with a maximum total net first lien leverage ratio test of 4.35:1.00 plus (ii) voluntary prepayments of term loans plus (iii) a fixed amount of $285 million, in each case, subject to certain conditions. As of September 24, 2016, we had $1,240 million of term loans outstanding under the Term Loan Facility.

ABL Facility

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

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

Collateral under the ABL Facility and Term Loan Facility

The ABL Facility is collateralized by (a) first priority perfected liens on our (i) accounts receivable, (ii) cash and cash equivalents, (iii) deposit accounts, securities accounts, and commodity accounts, (iv) inventory, (v) certain real estate, (vi) certain equipment, (vii) Canadian collateral, (viii) documents, general intangibles, instruments, chattel paper, and commercial tort claims and supporting obligations related to each of (i)-(vii), (ix) tax refunds and rebates, (x) supporting obligations and letter of credit rights related to each of (i)-(ix), (xi) books and records related to each of (i)-(x), in each case subject to certain exceptions (collectively, “ABL Priority Collateral”) and (b) second priority perfected liens on our remaining assets not constituting ABL Priority Collateral, subject to certain exceptions (collectively, “Term Priority Collateral”).

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The Term Loan Facility is collateralized by (a) first priority liens on the Term Priority Collateral (other than the Canadian collateral) and (b) second priority liens on the ABL Priority Collateral.

Australia Senior Secured Credit Facility

In October 2015, JWA amended its credit agreement (as amended, the “Australia Senior Secured Credit Facility”) to provide for an AUD $20 million cash advance facility, an AUD $6 million interchangeable facility for guarantees/letters of credit, an AUD $7 million electronic payaway facility, an AUD $1.5 million asset finance facility, an AUD $600,000 commercial card facility, and an AUD $5 million overdraft facility. In January 2016, the Australia Senior Secured Credit Facility was further amended to reduce the cash advance facility to AUD $18 million, and increase the interchangeable facility for guarantees/letters of credit to AUD $8 million. In addition, the commercial card facility was increased to AUD $950,000. The Australia Senior Secured Credit Facility matures in June 2019. Loans under the revolving portion of the Australia Senior Secured Credit Facility bear interest at the BBR rate plus a margin of 0.75%, and a commitment fee of 1.15% is also paid on the entire amount of the revolving credit facility. Overdraft balances bear interest at the bank’s reference rate minus a margin of 1.00%, and a commitment fee of 1.15% is paid on the entire amount of the overdraft facility. As of September 24, 2016, we had AUD $6.4 million (or $4.9 million) of guarantees outstanding and AUD $0.1 million (or $0.1 million) of utilization of the commercial card facility, with AUD $34.0 million (or $25.9 million) available under this facility. The Australia Senior Secured Credit Facility is secured by guarantees of the subsidiaries of JWA, fixed and floating charges on the assets of the JWA group, and mortgages on certain real properties owned by the JWA group. The agreement requires that JWA maintain certain financial ratios, including a minimum consolidated interest coverage ratio and a maximum ratio of consolidated debt to adjusted EBITDA (as calculated therein) ratio. The Australia Senior Secured Credit Facility has various non-financial covenants, including restrictions on liens, indebtedness, and dividends, customary representations and warranties, and customary events of default and remedies. With respect to dividends, obligors under the Australia Senior Secured Credit Facility may only pay dividends not in excess of 80% of after tax net profits (with a one-year carryforward of unused amounts) and only while no default is continuing under such agreement. However, this limitation does not apply with respect to obligors under the Australia Senior Secured Credit Facility repaying intercompany debt owed to their parent entities. As of September 24, 2016, we were in compliance with the terms of the Australia Senior Secured Credit Facility.

Euro Revolving Facility

In January 2015, JELD-WEN of Europe B.V. (which was subsequently merged with JELD-WEN A/S, which survived the merger) entered into a €39 million revolving credit facility, which includes an option to increase the commitment by an amount of up to €10 million (as amended, the “Euro Revolving Facility”), with a syndicate of lenders and Danske Bank A/S, as agent. The Euro Revolving Facility matures on January 30, 2019. Loans under the Euro Revolving Facility bear interest at CIBOR, CHR LIBOR, EURIBOR, NIBOR, STIBOR or LIBOR, depending on the currency, plus a margin of 2.5%, and a commitment fee of 1% is also paid on the entire amount of the revolving credit facility calculated on a day-to-day basis. As of September 24, 2016, we had less than €0.1 million (or $0.1 million) in borrowings and €1.1 million (or $1.3 million) of bank guarantees outstanding and €37.9 million (or $42.4 million) available under this facility. The Euro Revolving Facility requires JELD-WEN of Europe B.V. to maintain certain financial ratios, including a maximum ratio of senior leverage to adjusted EBITDA (as calculated therein), and a minimum ratio of adjusted EBITDA (as calculated therein) to net finance charges. In addition, the Euro Revolving Facility has various non-financial covenants including restrictions on liens, indebtedness, and dividends, customary representations and warranties, and customary events of default and remedies. With respect to dividends, obligors under the Euro Revolving Facility may only pay dividends out of available cash flow (with a one-year carryforward of unused amounts) and only while no default is continuing under such agreement. However, this limitation does not apply with respect to obligors under the Euro Revolving Facility repaying intercompany debt owed to their parent entities. As of September 24, 2016, we were in compliance with the terms of the Euro Revolving Facility.

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Mortgage Notes

In December 2007, JELD-WEN Danmark A/S entered into thirty-year mortgage notes secured by land and buildings and with principal payments beginning in 2018 that will fully amortize the principal by the end of 2037. As of September 24, 2016, we had DKK 208.1 million (or $31.3 million) outstanding under these notes.

Installment Notes

We entered into installment notes representing miscellaneous capitalized equipment lease obligations and a term loan secured by the related equipment with payments through 2021. As of September 24, 2016, we had $6.1 million outstanding under these notes.

Installment Notes for Stock

Interest Rate Swaps

We have eight outstanding interest rate swap agreements for the purpose of managing our exposure to changes in interest by effectively converting the interest rate on a portion of the Term Loan Facility to a fixed rate. The counterparties for these swap agreements are Royal Bank of Canada, Barclays Bank PLC and Wells Fargo Bank, N.A. The aggregate notional amount covered under these agreements, which are all forward starting and expire on September 30, 2019, totals approximately $972.0 million as of September 24, 2016. The table below sets forth the period, notional amount, and fixed rates for our interest rate swaps:


Period	Notional		Fixed Rate
	(dollars in thousands)
September 2015 – September 2019	$	273,000		1.997	%
September 2016 – September 2019	$	273,000		2.353	%
June 2016 – September 2019	$	213,000		2.126	%
December 2016 – September 2019	$	213,000		2.281	%

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock, and we cannot assure you that a significant public market for our common stock will develop or be sustained after this offering. Sales by us or by our existing stockholders of significant amounts of our common stock in the public market after this offering, or the perception that such sales could occur, could adversely affect the prevailing market price of our common stock and could impair our future ability to raise capital through the sale of our equity securities.

Sale of Restricted Shares

Upon completion of this offering, shares of common stock will be outstanding, after giving effect to the completion of the Share Recapitalization and assuming no exercise of the underwriters’ option to purchase additional shares.

All of the shares, or shares if the underwriters’ option is exercised in full, of common stock to be outstanding upon completion of this offering will be freely transferable without restriction or further registration under the Securities Act (but subject, to the extent applicable, to the restrictions set forth in the lock-up agreements referred to below) by persons other than “affiliates”, as that term is defined in Rule 144 under the Securities Act, if such persons have held our common stock (or shares that converted into, or were exchanged for, common stock pursuant to the Share Recapitalization) for a period of six months. Generally, the balance of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act, and are therefore subject to the limitations and restrictions that are described below. In addition, common stock purchased by our affiliates will be “restricted securities” under Rule 144. Restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under the Securities Act, such as Rule 144 or Rule 701, which are summarized below.

Upon the expiration of the lock-up agreements described below 180 days after the date of this prospectus, and subject to the provisions of Rule 144, an additional shares will be available for sale in the public market. The sale of these restricted securities is subject, in the case of shares held by affiliates, to the volume restrictions contained in those rules.

In addition, shares of common stock that are either subject to outstanding options or reserved for future issuance under our equity incentive plans will become eligible for sale in the public market to the extent permitted by the provisions of various vesting schedules, the lock-up agreements referred to below, and Rule 144 and Rule 701 of the Securities Act.

Lock-up Agreements

In connection with this offering, we, our directors and executive officers and certain of our stockholders will agree with the underwriters to enter into lock-up agreements described in “Underwriting”, pursuant to which shares of our common stock outstanding after this offering will be restricted from immediate resale in accordance with the terms of such lock-up agreements without the prior written consent of Barclays Capital Inc. and Citigroup Global Markets Inc. Under these agreements, subject to limited exceptions, neither we nor any of our directors or executive officers or these stockholders may dispose of, hedge, or otherwise transfer the economic consequences of ownership of any shares of common stock or securities convertible into or exchangeable or exercisable for shares of common stock. These restrictions will be in effect for a period of 180 days after the date of this prospectus. Certain transfers or dispositions can be made sooner, provided the transferee becomes bound to the terms of the lock-up.

Rule 144

In general, under Rule 144 as in effect on the date of this prospectus, beginning 90 days after the consummation of this offering, a person (or persons whose common stock is required to be aggregated), who is

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an affiliate, and who has beneficially owned our common stock (or shares that were converted into, or were exchanged for, common stock pursuant to the Share Recapitalization) for at least six months is entitled to sell in any three-month period a number of shares that does not exceed the greater of:

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1% of the number of shares then outstanding, which will equal approximately shares immediately after consummation of this offering; or

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the average weekly trading volume in our shares on the New York Stock Exchange during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such a sale.

Sales by our affiliates under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us. An “affiliate” is a person that directly, or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, an issuer.

Under Rule 144, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the 90 days preceding a sale, and who has beneficially owned the shares proposed to be sold for at least six months (including the holding period of any prior owner other than an affiliate), would be entitled to sell those shares subject only to availability of current public information about us, and after beneficially owning such shares for at least 12 months, would be entitled to sell an unlimited number of shares without restriction. To the extent that our affiliates sell their common stock, other than pursuant to Rule 144 or a registration statement, the purchaser’s holding period for the purpose of effecting a sale under Rule 144 commences on the date of transfer from the affiliate.

Rule 701

In general, under Rule 701 as in effect on the date of this prospectus, any of our employees, directors, officers, consultants, or advisors who purchased shares from us in reliance on Rule 701 in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering, or who purchased shares from us after that date upon the exercise of options granted before that date, are eligible to resell such shares 90 days after the effective date of this offering in reliance upon Rule 144. If such person is not an affiliate, such sale may be made subject only to the manner of sale provisions of Rule 144. If such a person is an affiliate, such sale may be made under Rule 144 without compliance with the holding period requirement, but subject to the other Rule 144 restrictions described above.

Stock Plans

We intend to file a registration statement or statements on Form S-8 under the Securities Act covering shares of common stock reserved for issuance under our new omnibus incentive plan and pursuant to all option and RSU grants made prior to this offering under the Stock Incentive Plan. These registration statements are expected to be filed as soon as practicable after the closing date of this offering. Shares issued upon the exercise, payment, or settlement of equity awards or equity-based awards issued under the Stock Incentive Plan or the omnibus incentive plan after the effective date of the applicable Form S-8 registration statement will be eligible for resale in the public market without restriction, subject to Rule 144 limitations applicable to affiliates and the lock-up agreements described above.

Registration Rights

Following this offering, some of our stockholders will, under some circumstances, have the right to require us to register their shares for future sale. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement”.

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MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR

NON-U.S. HOLDERS OF OUR COMMON STOCK

The following is a summary of the material U.S. federal income and estate tax consequences of the ownership and disposition of our common stock that is being issued pursuant to this offering, but does not purport to be a complete analysis of all potential tax effects. This summary is limited to Non-U.S. Holders (as defined below) that hold our common stock as a “capital asset” within the meaning of Section 1221 of the U.S. Internal Revenue Code of 1986, as amended (which we refer to as the “Code”) (generally, property held for investment) for U.S. federal income tax purposes. This summary does not discuss all of the aspects of U.S. federal income and estate taxation that may be relevant to a Non-U.S. Holder in light of the Non-U.S. Holder’s particular investment or other circumstances, including the impact of the Medicare contribution tax on net investment income. Accordingly, all prospective Non-U.S. Holders should consult their own tax advisors with respect to the U.S. federal, state, local, and non-U.S. tax consequences of the ownership and disposition of our common stock.

This summary is based on provisions of the Code, applicable U.S. Treasury regulations promulgated thereunder and administrative and judicial interpretations, all as in effect or in existence on the date of this prospectus. Subsequent developments in U.S. federal income or estate tax law, including changes in law or differing interpretations, which may be applied retroactively, could alter the U.S. federal income and estate tax consequences to a Non-U.S. Holder of owning and disposing of our common stock as described in this summary. There can be no assurance that the Internal Revenue Service (the “IRS”) or a court will not take a contrary position with respect to one or more of the tax consequences described herein, and we have not obtained, nor do we intend to obtain, a ruling from the IRS with respect to the U.S. federal income or estate tax consequences of the ownership or disposition of our common stock.

As used in this summary, the term “Non-U.S. Holder” means a beneficial owner of our common stock that is not, for U.S. federal income tax purposes:

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an individual who is a citizen or resident of the United States;

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a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

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an entity or arrangement treated as a partnership for U.S. federal income tax purposes;

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an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or

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a trust, if (1) a U.S. court is able to exercise primary supervision over the trust’s administration and one or more “United States persons” (within the meaning of the Code) has the authority to control all of the trust’s substantial decisions, or (2) the trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a “United States person” (within the meaning of the Code).

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner in such a partnership generally will depend upon the status of the partner, the activities of the partnership, and certain determinations made at the partner level. Partnerships, and partners in partnerships, that hold our common stock should consult their own tax advisors as to the particular U.S. federal income and estate tax consequences of owning and disposing of our common stock that are applicable to them.

This summary does not consider any specific facts or circumstances that may apply to a Non-U.S. Holder and does not address any special tax rules that may apply to particular Non-U.S. Holders, such as:

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a Non-U.S. Holder that is a bank, financial institution, insurance company, tax-exempt or government organization, pension plan, broker, dealer or trader in stocks, securities or currencies, U.S. expatriate, former citizen, long-term resident of the United States, person subject to the alternative minimum tax,

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controlled foreign corporation, tax-qualified retirement plan, passive foreign investment company, or corporation that accumulates earnings to avoid U.S. federal income tax;

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a Non-U.S. Holder holding our common stock as part of a conversion, constructive sale, wash sale or other integrated transaction, or a hedge, straddle, synthetic security, or other risk reduction strategy;

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a Non-U.S. Holder that holds or receives our common stock pursuant to the exercise of any employee stock option or otherwise as compensation;

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a Non-U.S. Holder that is deemed to sell our common stock under the constructive sale provisions of the Code; or

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a Non-U.S. Holder that at any time owns, directly, indirectly or constructively, 5% or more of our outstanding common stock.

In addition, this summary does not address any U.S. state or local, or non-U.S. or other tax consequences, or any U.S. federal income or estate tax consequences for beneficial owners of a Non-U.S. Holder, including shareholders of a controlled foreign corporation or passive foreign investment company that holds our common stock.

Each Non-U.S. Holder should consult its own tax advisor regarding the U.S. federal, state, local, and non-U.S. income and other tax consequences of owning and disposing of our common stock.

Distributions on Our Common Stock

As discussed under “Dividend Policy” above, we do not expect to pay cash dividends on our common stock for the foreseeable future. If we make distributions of cash or property (other than certain pro rata distributions of our common stock) with respect to our common stock, any such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds our current and accumulated earnings and profits, the excess will be treated as a nontaxable return of capital to the extent of the Non-U.S. Holder’s adjusted tax basis in its common stock and will reduce (but not below zero) such Non-U.S. Holder’s adjusted tax basis in its common stock. Any remaining excess will be treated as gain from a disposition of our common stock subject to the tax treatment described below in “—Sales or Other Dispositions of Our Common Stock”.

Distributions on our common stock to a Non-U.S. Holder that are treated as dividends, and that are not effectively connected with a Non-U.S. Holder’s conduct of a trade or business in the United States, generally will be subject to withholding of U.S. federal income tax at a rate of 30% of the gross amount of dividends. A Non-U.S. Holder may be eligible for a lower rate of withholding under an applicable income tax treaty between the United States and its jurisdiction of tax residence. In order to claim the benefit of an applicable income tax treaty, a Non-U.S. Holder will be required to provide to the applicable withholding agent a properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable form) in accordance with the applicable certification and disclosure requirements certifying qualification for the lower treaty rate. Special rules apply to partnerships and other pass-through entities and these certification and disclosure requirements also may apply to beneficial owners of partnerships and other pass-through entities that hold our common stock. A Non-U.S. Holder should consult its tax advisor regarding its entitlement to benefits under any applicable income tax treaty.

Distributions on our common stock to a Non-U.S. Holder that are treated as dividends, and that are effectively connected with a Non-U.S. Holder’s conduct of a trade or business in the United States will be taxed on a net income basis at the regular graduated rates and generally in the manner applicable to United States persons (unless the Non-U.S. Holder is eligible for and properly claims the benefit of an applicable income tax treaty and the dividends are not attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States, in which case the Non-U.S. Holder may be eligible for a lower rate under an

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applicable income tax treaty between the United States and its jurisdiction of tax residence). Dividends to a Non-U.S. Holder that are effectively connected with a Non-U.S. Holder’s conduct of a trade or business in the United States will not be subject to the withholding of U.S. federal income tax discussed above if the Non-U.S. Holder provides to the applicable withholding agent a properly executed IRS Form W-8ECI (or other applicable form) in accordance with the applicable certification and disclosure requirements. A Non-U.S. Holder that is treated as a corporation for U.S. federal income tax purposes may also be subject to a “branch profits” tax at a 30% rate (or a lower rate if the Non-U.S. Holder is eligible for a lower rate under an applicable income tax treaty) on the Non-U.S. Holder’s earnings and profits (attributable to dividends on our common stock or otherwise) that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, subject to certain adjustments.

The certifications described above must be provided to the applicable withholding agent prior to the payment of dividends and must be updated periodically. A Non-U.S. Holder may obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for a refund with the IRS. Non-U.S. Holders should consult their own tax advisors regarding their eligibility for benefits under a relevant income tax treaty and the manner of claiming such benefits.

The foregoing discussion is subject to the discussion below under “—Backup Withholding and Information Reporting” and “—FATCA Withholding”.

Sales or Other Dispositions of Our Common Stock

A Non-U.S. Holder generally will not be subject to U.S. federal income tax (including withholding thereof) on any gain recognized on sales or other dispositions of our common stock unless:

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the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, such gain is attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States); in this case, the gain will be subject to U.S. federal income tax on a net income basis at the regular graduated rates and generally in the manner applicable to United States persons (unless an applicable income tax treaty provides otherwise) and, if the Non-U.S. Holder is treated as a corporation for U.S. federal income tax purposes, the “branch profits tax” described above may also apply;

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the Non-U.S. Holder is a nonresident alien individual who is present in the United States for more than 182 days in the taxable year of the disposition and meets certain other requirements; in this case, except as otherwise provided by an applicable income tax treaty, the gain, which may be offset by certain U.S. source capital losses, generally will be subject to a flat 30% U.S. federal income tax, even though the Non-U.S. Holder is not considered a resident of the United States under the Code; or

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we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of (i) the five-year period ending on the date of disposition and (ii) the period that the Non-U.S. Holder held our common stock.

Generally, a corporation is a “United States real property holding corporation” if the fair market value of its “United States real property interests” equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business. We believe that we are not currently, and we do not anticipate becoming in the future, a United States real property holding corporation. However, because the determination of whether we are a United States real property holding corporation is made from time to time and depends on the relative fair market values of our assets, there can be no assurance in this regard. If we were a United States real property holding corporation, the tax relating to disposition of stock in a United States real property holding corporation generally will not apply to a Non-U.S. Holder whose holdings, direct, indirect, and constructive, constituted 5% or less of our common stock at all times during the applicable period, provided that our common stock is “regularly traded on an established securities

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market” (as provided in applicable U.S. Treasury regulations) at any time during the calendar year in which the disposition occurs. However, no assurance can be provided that our common stock will be regularly traded on an established securities market for purposes of the rules described above. Non-U.S. Holders should consult their own tax advisors regarding the possible adverse U.S. federal income tax consequences to them if we are, or were to become, a United States real property holding corporation.

The foregoing discussion is subject to the discussion below under “—Backup Withholding and Information Reporting” and “—FATCA Withholding”.

Federal Estate Tax

Our common stock that is owned (or treated as owned) by an individual who is not a U.S. citizen or resident of the United States (as specially defined for U.S. federal estate tax purposes) at the time of death will be included in the individual’s gross estate for U.S. federal estate tax purposes, unless an applicable estate tax or other treaty provides otherwise and, therefore, may be subject to U.S. federal estate tax.

Backup Withholding and Information Reporting

Backup withholding (currently at a rate of 28%) will not apply to payments of dividends on our common stock to a Non-U.S. Holder if the Non-U.S. Holder provides to the applicable withholding agent a properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable form) certifying under penalties of perjury that the Non-U.S. Holder is not a United States person, or otherwise qualifies for an exemption. However, the applicable withholding agent generally will be required to report to the IRS and to such Non-U.S. Holder payments of dividends on our common stock and the amount of U.S. federal income tax, if any, withheld with respect to those payments. Copies of the information returns reporting such dividends and any withholding may also be made available to the tax authorities in the country in which the Non-U.S. Holder resides under the provisions of a treaty or agreement.

The gross proceeds from sales or other dispositions of our common stock may be subject, in certain circumstances discussed below, to U.S. backup withholding and information reporting. If a Non-U.S. Holder sells or otherwise disposes of our common stock outside the United States through a non-U.S. office of a non-U.S. broker and the sale or disposition proceeds are paid to the Non-U.S. Holder outside the United States, then the U.S. backup withholding and information reporting requirements generally will not apply to that payment. However, U.S. information reporting, but not U.S. backup withholding, will apply to a payment of sale or disposition proceeds, even if that payment is made outside the United States, if a Non-U.S. Holder sells our common stock through a non-U.S. office of a broker that is a United States person or has certain enumerated connections with the United States, unless the broker has documentary evidence in its files that the Non-U.S. Holder is not a United States person and certain other conditions are met or the Non-U.S. Holder otherwise qualifies for an exemption.

If a Non-U.S. Holder receives payments of the proceeds of sales or other dispositions of our common stock to or through a U.S. office of a broker, the payment will be subject to both U.S. backup withholding and information reporting unless the Non-U.S. Holder provides to the broker a properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable form) certifying under penalties of perjury that the Non-U.S. Holder is not a United States person, or the Non-U.S. Holder otherwise qualifies for an exemption.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be credited against the Non-U.S. Holder’s U.S. federal income tax liability (which may result in the Non-U.S. Holder being entitled to a refund), provided that the required information is timely furnished to the IRS.

FATCA Withholding

The Foreign Account Tax Compliance Act and related Treasury guidance (commonly referred to as “FATCA”) impose U.S. federal withholding tax at a rate of 30% on payments to certain foreign entities of

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(i) U.S.-source dividends (including dividends paid on our common stock) and (ii) after December 31, 2018, the gross proceeds from the sale or other disposition of property that produces U.S.-source dividends (including sales or other dispositions of our common stock). This withholding tax applies to a foreign entity, whether acting as a beneficial owner or an intermediary, unless such foreign entity complies with (i) certain information reporting requirements regarding its U.S. account holders and its U.S. owners and (ii) certain withholding obligations regarding certain payments to its account holders and certain other persons, or, in each case, such foreign entity otherwise qualifies for an exemption. Accordingly, the entity through which a Non-U.S. Holder holds its common stock will affect the determination of whether such withholding is required. A payee that is a foreign financial institution located in a jurisdiction that has an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Non-U.S. Holders are encouraged to consult their tax advisors regarding FATCA.

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UNDERWRITING

Barclays Capital Inc. and Citigroup Global Markets Inc. are acting as representatives of each of the underwriters named below. Subject to the terms and conditions set forth in an underwriting agreement among us and the underwriters, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us, the number of shares of common stock set forth opposite its name below.


Underwriter		Number of Shares
Barclays Capital Inc.
Citigroup Global Markets Inc.
Credit Suisse Securities (USA) LLC
J.P. Morgan Securities LLC
Deutsche Bank Securities Inc.
RBC Capital Markets, LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Goldman, Sachs & Co.
Wells Fargo Securities, LLC
Robert W. Baird & Co. Incorporated
FBR Capital Markets & Co.
SunTrust Robinson Humphrey, Inc.

Total

Subject to the terms and conditions set forth in the underwriting agreement, the underwriters have agreed, severally and not jointly, to purchase all of the shares sold under the underwriting agreement if any of these shares are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the nondefaulting underwriters may be increased or the underwriting agreement may be terminated.

We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

The underwriters are offering the shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the shares, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officers’ certificates and legal opinions. The underwriters reserve the right to withdraw, cancel, or modify offers to the public and to reject orders in whole or in part.

The representatives have advised us that the underwriters propose initially to offer the shares to the public at the public offering price set forth on the cover page of this prospectus and to dealers at that price less a concession not in excess of $ per share. After the initial offering, the public offering price, concession or any other term of the offering may be changed.

The following table shows the public offering price, underwriting discount, and proceeds before expenses to us. The information assumes either no exercise or full exercise by the underwriters of their option to purchase additional shares.

Per Share

Without Option

With Option

Public offering price

Underwriting discount paid by us

Proceeds, before expenses, to us

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The expenses of the offering, not including the underwriting discount, are estimated at $ million and are payable by us. The underwriters have agreed to reimburse us for certain expenses in connection with this offering. We have also agreed to reimburse the underwriters for up to $ of reasonable fees and expenses of counsel related to the review by the Financial Industry Regulatory Authority, Inc., or FINRA, of the terms of sale of the shares offered hereby.

We have granted an option to the underwriters to purchase up to additional shares at the public offering price, less the underwriting discount. The underwriters may exercise this option for 30 days from the date of this prospectus. If the underwriters exercise this option, each will be obligated, subject to conditions contained in the underwriting agreement, to purchase a number of additional shares proportionate to that underwriter’s initial amount reflected in the above table.

We, our executive officers and directors, and certain of our existing security holders, including Onex, have agreed, subject to certain exceptions, not to sell or transfer any common stock or securities convertible into, exchangeable for, exercisable for, or repayable with common stock, for 180 days after the date of this prospectus without first obtaining the written consent of Barclays Capital Inc. and Citigroup Global Markets Inc. Specifically, we and these other persons have agreed, with certain limited exceptions, not to directly or indirectly:

•

offer, pledge, sell, or contract to sell any common stock,

•

sell any option or contract to purchase any common stock,

•

purchase any option or contract to sell any common stock,

•

grant any option, right or warrant for the sale of any common stock,

•

otherwise dispose of or transfer any common stock or securities exchangeable or exercisable for common stock,

•

file or cause to be filed a registration statement related to the common stock, or

•

enter into any swap or other agreement that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any common stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise.

This lock-up provision applies to common stock and to securities convertible into or exchangeable or exercisable for or repayable with common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition.

We intend to apply to list our common stock for listing on the New York Stock Exchange under the symbol “JELD”. In order to meet the requirements for listing on that exchange, the underwriters have undertaken to sell a minimum number of shares to a minimum number of beneficial owners as required by that exchange.

Before this offering, there has been no public market for our common stock. The initial public offering price will be determined through negotiations between us and the representatives. In addition to prevailing market conditions, the factors to be considered in determining the initial public offering price are:

•

the valuation multiples of publicly traded companies that the representatives believe to be comparable to us,

•

our financial information,

•

the history of, and the prospects for, the Company and the industry in which we compete,

•

an assessment of our management, its past and present operations, and the prospects for, and timing of, our future net revenues,

•

the present state of our development, and

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•

the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.

An active trading market for the shares may not develop. It is also possible that after the offering the shares will not trade in the public market at or above the initial public offering price.

The underwriters do not expect to sell more than 5% of the shares in the aggregate to accounts over which they exercise discretionary authority.

Until the distribution of the shares is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing our common stock. However, the representatives may engage in transactions that stabilize the price of the common stock, such as bids or purchases to peg, fix, or maintain that price.

In connection with the offering, the underwriters may purchase and sell our common stock in the open market. These transactions may include short sales, purchases on the open market to cover positions created by short sales, and stabilizing transactions. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option described above. The underwriters may close out any covered short position by either exercising their option or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through their option. “Naked” short sales are sales in excess of their option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of shares of common stock made by the underwriters in the open market prior to the completion of the offering.

Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. The underwriters may conduct these transactions on the New York Stock Exchange, in the over-the-counter market, or otherwise.

Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we nor any of the underwriters make any representation that the representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

In connection with the offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail. In addition, the representatives may facilitate Internet distribution for this offering to certain of its Internet subscription customers. The representatives may allocate a limited number of shares for sale to its online brokerage customers. An electronic prospectus is available on Internet web sites maintained by the representatives. Other than the prospectus in electronic format, the information on the web sites of the representatives is not part of this prospectus.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing, and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, investment banking, commercial banking, and other services for us for

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which they received or will receive customary fees and expenses. Furthermore, certain of the underwriters and their respective affiliates may, from time to time, enter into arms-length transactions with us in the ordinary course of their business. Barclays Capital Inc., RBC Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, SunTrust Robinson Humphrey, Inc. and/or certain of their respective affiliates are lenders, and/or act as agents or arrangers, under our Corporate Credit Facilities, and our indebtedness under the Corporate Credit Facilities held by such entities may be repaid with the proceeds of this offering. See “Use of Proceeds”.

In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of the Company. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Notice to Canadian Residents

This document constitutes an “exempt offering document” as defined in and for the purposes of applicable Canadian securities laws. No prospectus has been filed with any securities commission or similar regulatory authority in Canada in connection with the offer and sale of the securities described herein (the “Securities”). No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this document or on the merits of the Securities and any representation to the contrary is an offence.

Canadian investors are advised that this document has been prepared in reliance on section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”). Pursuant to section 3A.3 of NI 33-105, this document is exempt from the requirement to provide investors with certain conflicts of interest disclosure pertaining to “connected issuer” and/or “related issuer” relationships as would otherwise be required pursuant to subsection 2.1(1) of NI 33-105.

Resale Restrictions

The offer and sale of the Securities in Canada is being made on a private placement basis only and is exempt from the requirement to prepare and file a prospectus under applicable Canadian securities laws. Any resale of Securities acquired by a Canadian investor in this offering must be made in accordance with applicable Canadian securities laws, which may vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with Canadian prospectus requirements, a statutory exemption from the prospectus requirements, in a transaction exempt from the prospectus requirements or otherwise under a discretionary exemption from the prospectus requirements granted by the applicable local Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the Securities outside of Canada.

Representations of Purchasers

Each Canadian investor who purchases the Securities will be deemed to have represented to the issuer and to each dealer from whom a purchase confirmation is received, as applicable, that the investor (i) is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) is an “accredited investor” as such term is defined in section 1.1 of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”) or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario); and (iii) is a “permitted client” as such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations .

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Taxation and Eligibility for Investment

Any discussion of taxation and related matters contained in this document does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a Canadian investor when deciding to purchase the Securities and, in particular, does not address any Canadian tax considerations. No representation or warranty is hereby made as to the tax consequences to a resident, or deemed resident, of Canada of an investment in the Securities or with respect to the eligibility of the Securities for investment by such investor under relevant Canadian federal and provincial legislation and regulations.

Rights of Action for Damages or Rescission

Securities legislation in certain of the Canadian jurisdictions provides certain purchasers of securities pursuant to an offering memorandum, including where the distribution involves an “eligible foreign security” as such term is defined in Ontario Securities Commission Rule 45-501 Ontario Prospectus and Registration Exemptions and in Multilateral Instrument 45-107 Listing Representation and Statutory Rights of Action Disclosure Exemptions , as applicable, with a remedy for damages or rescission, or both, in addition to any other rights they may have at law, where the offering memorandum, or other offering document that constitutes an offering memorandum, and any amendment thereto, contains a “misrepresentation” as defined under applicable Canadian securities laws. These remedies, or notice with respect to these remedies, must be exercised or delivered, as the case may be, by the purchaser within the time limits prescribed under, and are subject to limitations and defences under, applicable Canadian securities legislation. In addition, these remedies are in addition to and without derogation from any other right or remedy available at law to the investor.

Language of Documents

Upon receipt of this document, each Canadian investor hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the Securities described herein (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement .

Notice to Prospective Investors in the European Economic Area

In relation to each Member State of the European Economic Area (each, a “Relevant Member State”), no offer of shares may be made to the public in that Relevant Member State other than:

A. to any legal entity which is a qualified investor as defined in the Prospectus Directive;

B. to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives; or

C. in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of shares shall require the Company or the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

Each person in a Relevant Member State who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive. In the case of any shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that

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the shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

The Company, the representatives and their affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements, and agreements.

This prospectus has been prepared on the basis that any offer of shares in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares. Accordingly any person making or intending to make an offer in that Relevant Member State of shares which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for the Company or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Company nor the underwriters have authorized, nor do they authorize, the making of any offer of shares in circumstances in which an obligation arises for the Company or the underwriters to publish a prospectus for such offer.

For the purpose of the above provisions, the expression “an offer to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC as amended by Directive 2010/73/EU and includes any relevant implementing measure in the Relevant Member State.

Notice to Prospective Investors in the United Kingdom

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons.

Notice to Prospective Investors in Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or “SIX”, or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the Company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of shares has not been and will not be authorized under

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the Swiss Federal Act on Collective Investment Schemes, or “CISA”. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Notice to Prospective Investors in the Dubai International Financial Centre

This document relates to an exempt offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority, or “DFSA”. This document is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with exempt offers. The DFSA has not approved this document nor taken steps to verify the information set forth herein and has no responsibility for it. The shares to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this document you should consult an authorized financial advisor.

Notice to Prospective Investors in Hong Kong

This prospectus has not been approved by or registered with the Securities and Futures Commission of Hong Kong or the Registrar of Companies of Hong Kong. The shares will not be offered or sold in Hong Kong other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation, or document relating to the shares which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) has been issued or will be issued in Hong Kong or elsewhere other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a)

a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b)

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

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securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

(a)

to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(b)

where no consideration is or will be given for the transfer;

(c)

where the transfer is by operation of law;

(d)

as specified in Section 276(7) of the SFA; or

(e)

as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Notice to Prospective Investors in Japan

The shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, “Japanese Person” shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Notice to Prospective Investors in Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission, in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the shares may only be made to persons (the “Exempt Investors”), who are:

(a) “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act; and

(b)

“wholesale clients” (within the meaning of section 761G of the Corporations Act),

so that it is lawful to offer the shares without disclosure to investors under Chapters 6D and 7 of the Corporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapters 6D and 7 of the Corporations Act would not be required pursuant to an exemption under both section 708 and Subdivision B of Division 2 of Part 7.9 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapters 6D and 7 of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

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Notice to Prospective Investors in France

Neither this prospectus nor any other offering material relating to the shares described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the shares has been or will be:

•

released, issued, distributed or caused to be released, issued or distributed to the public in France; or

•

used in connection with any offer for subscription or sale of the shares to the public in France.

Such offers, sales and distributions will be made in France only:

•

to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint d’investisseurs), in each case investing for their own account, all as defined in, and in accordance with articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier;

•

to investment services providers authorized to engage in portfolio management on behalf of third parties; or

•

in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des Marchés Financiers, does not constitute a public offer (appel public à l’épargne).

The shares may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

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LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon for us by Fried, Frank, Harris, Shriver & Jacobson LLP, New York, New York. Legal matters in connection with this offering will be passed upon for the underwriters by Latham & Watkins LLP, Washington, D.C.

EXPERTS

The consolidated financial statements of JELD-WEN Holding, Inc. and its subsidiaries as of December 31, 2015 and December 31, 2014 and for each of the three years in the period ended December 31, 2015 included in this prospectus, have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

Freedonia Custom Research is a source for third-party industry data referenced in this prospectus. The Freedonia Report, dated May 17, 2016, which we commissioned for this offering, represents data, research opinion, or viewpoints developed on our behalf that have been included herein.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1, including exhibits and schedules, under the Securities Act with respect to the common stock to be sold in this offering. As allowed by SEC rules, this prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules that are part of the registration statement. For further information about us and our common stock, you should refer to the registration statement, including all amendments, supplements, schedules, and exhibits thereto.

Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement.

You may read, without charge, and copy, at prescribed rates, all or any portion of the registration statement or any reports, statements or other information we file with or furnish to the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. In addition, the SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You can review the registration statement, as well as our future SEC filings, by accessing the SEC’s website at www.sec.gov. You may also request copies of those documents, at no cost to you, by contacting us at the following address:

JELD-WEN Holding, Inc.

440 S. Church Street, Suite 400

Charlotte, North Carolina 28202

Attention: Executive Vice President, General Counsel and Chief Compliance Officer

(704) 378-5700

As a result of this offering, we will become subject to the information and reporting requirements of the Securities Exchange Act and will file annual, quarterly and current reports, proxy statements and other information with the SEC. You can request copies of these documents, for a copying fee, by writing to the SEC. We intend to furnish our stockholders with annual reports containing financial statements audited by our independent registered public accounting firm.

171

JELD-WEN HOLDING, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


	Page
Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Statements of Operations for the Years Ended December 31, 2015, 2014 and 2013		F-3
Consolidated Statements of Other Comprehensive Income (Loss) for the Years Ended December 31, 2015, 2014 and 2013		F-4
Consolidated Balance Sheets as of December 31, 2015 and 2014		F-5
Consolidated Statements of Equity for the Years Ended December 31, 2015, 2014 and 2013		F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013		F-7
Notes to Consolidated Financial Statements		F-8
Schedule I—Condensed Financial Information (parent company only)		F-61

Unaudited Consolidated Financial Statements
Consolidated Statements of Operations for the Three and Nine Months Ended September 24, 2016 and September 26, 2015		F-67
Consolidated Statements of Other Comprehensive Income (Loss) for the Three and Nine Months Ended September 24, 2016 and September 26, 2015		F-68
Consolidated Balance Sheets as of September 24, 2016 and December 31, 2015		F-69
Consolidated Statements of Equity for the Nine Months Ended September 24, 2016 and September 26, 2015		F-70
Consolidated Statements of Cash Flows for the Nine Months Ended September 24, 2016 and September 26, 2015		F-71
Notes to Consolidated Financial Statements		F-72

F-1

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of other comprehensive income (loss), of equity, and of cash flows present fairly, in all material respects, the financial position of JELD-WEN Holding, Inc. and their subsidiaries at December 31, 2015 and December 31, 2014 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule included in Schedule I presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 1 to the consolidated financial statements, JELD-WEN Holding, Inc. changed the manner in which it classifies deferred taxes and deferred financing costs in 2015.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Charlotte, North Carolina

February 23, 2016, except with respect to our opinion on Note 23, Earnings (Loss) Per Share, and the financial statement schedule included in Schedule I, as to which the date is June 1, 2016

F-2

JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS


	For the Years Ended December 31,
(amounts in thousands, except share and per share data)	2015			2014			2013
Net revenues	$	3,381,060		$	3,507,206		$	3,456,539
Cost of sales		2,715,125			2,919,864			2,946,463

Gross margin		665,935			587,342			510,076

Operating expenses
Selling, general and administrative		512,126			488,477			482,088
Impairment and restructuring charges		21,342			38,388			42,004

Operating income (loss)		132,467			60,477			(14,016	)

Other income (expense)
Interest income		1,653			2,435			2,442
Interest expense		(62,285	)		(71,724	)		(73,804	)
Loss on debt extinguishment		—			(51,036	)		—
Other		14,120			515			12,323

Income (loss) before taxes, equity earnings and discontinued operations		85,955			(59,333	)		(73,055	)
Income tax benefit (expense)		5,435			(18,942	)		(1,142	)

Income (loss) from continuing operations, net of tax		91,390			(78,275	)		(74,197	)
Equity earnings (loss) of non-consolidated entities		2,384			(447	)		943
Loss from discontinued operations, net of tax		(2,856	)		(5,387	)		(5,863	)
Gain on sale of discontinued operations, net of tax		—			—			10,711

Net income (loss)	$	90,918		$	(84,109	)	$	(68,406	)
Convertible preferred stock dividends		381,418			100,034			88,799

Net loss attributable to common shareholders	$	(290,500	)	$	(184,143	)	$	(157,205	)

Weighted average common shares outstanding
Basic		1,663,273			1,858,187			1,919,445
Diluted		1,663,273			1,858,187			1,919,445
Loss per share from continuing operations
Basic and diluted	$	(172.97	)	$	(96.21	)	$	(84.45	)
(Loss) income per share from discontinued operations
Basic and diluted	$	(1.71	)	$	(2.90	)	$	2.53
Net loss per share
Basic and diluted	$	(174.68	)	$	(99.11	)	$	(81.92	)

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

F-3

JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS)


	For the Years Ended December 31,
(amounts in thousands)	2015			2014			2013
Net income (loss)	$	90,918		$	(84,109	)	$	(68,406	)

Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments, net of tax of $0		(78,636	)		(85,357	)		(19,187	)
Defined benefit pension plans:
Net actuarial pension gain (loss), net of tax of $189, $(522) and $35,362		18,264			(59,298	)		40,014
Amortization of net actuarial pension loss to income, net of tax of $0		12,436			7,644			17,251
Interest rate hedge adjustments, net of tax of $0, $369 and $0		(11,200	)		583			—
Net change in unrealized loss on marketable securities, net of tax of $0		—			—			(319	)

Total other comprehensive (loss) income, net of tax		(59,136	)		(136,428	)		37,759

Total comprehensive income (loss)	$	31,782		$	(220,537	)	$	(30,647	)

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

F-4

JELD-WEN HOLDING, INC.

CONSOLIDATED BALANCE SHEETS



(amounts in thousands)	December 31, 2015			December 31, 2014
ASSETS
Current assets
Cash and cash equivalents	$	113,571		$	105,542
Restricted cash		706			666
Accounts receivable, net		321,079			329,901
Inventories		343,736			359,274
Other current assets		35,326			44,973

Total current assets		814,418			840,356
Property and equipment, net		720,843			755,129
Goodwill		482,506			475,601
Intangible assets, net		78,318			48,293
Other assets		86,288			64,680

Total assets	$	2,182,373		$	2,184,059

LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	166,686		$	179,652
Accrued payroll and benefits		139,621			144,556
Accrued expenses and other current liabilities		164,544			182,407
Notes payable and current maturities of long-term debt		16,594			17,686

Total current liabilities		487,445			524,301
Long-term debt		1,243,726			788,542
Unfunded pension liability		106,748			135,527
Deferred credits and other liabilities		94,262			87,394

Total liabilities		1,932,181			1,535,764

Commitments and contingencies (Note 31)
Convertible preferred shares		481,937			817,121

Stockholders’ equity (deficit)
Common Stock: 22,810,000 shares authorized, no par value, 1,627,026 and 1,796,329 shares outstanding as of December 31, 2015 and December 31, 2014, respectively		86,201			180,902
Accumulated deficit		(154,949	)		(245,867	)
Accumulated other comprehensive loss		(162,997	)		(103,861	)

Total stockholders’ deficit		(231,745	)		(168,826	)

Total liabilities, convertible preferred shares, and shareholders’ deficit	$	2,182,373		$	2,184,059

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

F-5

JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF EQUITY


	2015						2014						2013
(amounts in thousands, except share and per share amounts)	Shares			Amount			Shares			Amount			Shares			Amount
Common Stock
Common Stock, no par value
Balance as of January 1		1,813,750		$	194,375			1,908,659		$	214,228			1,969,786		$	228,984
Shares issued		10,816			2,770			—			—			—			—
Shares issued for exercise/vesting of stock options and restricted stock units		2,305			12			—			—			69			—
B-1 Common Shares converted to common		135			23			—			—			—			—
Shares repurchased		(188,535	)		(44,696	)		(94,909	)		(21,928	)		(61,196	)		(16,074	)
Dividend on common stock		—			(83,662	)		—			—			—			—
Amortization of share-based compensation		—			4,095			—			2,075			—			1,318

		1,638,471		$	72,917			1,813,750		$	194,375			1,908,659		$	214,228

Less stock held by Employee Benefit Trust, a consolidated entity		(17,631	)		(12,371	)		(17,631	)		(12,371	)		(17,631	)		(12,371	)

Balance at period end		1,620,840		$	60,546			1,796,119		$	182,004			1,891,028		$	201,857

B-1 Common Stock, no par value
Balance as of January 1		210		$	16,378			210		$	10,485			—		$	6,138
Total distributions		—			(370	)		—			—			—			—
Shares issued for exercise of stock options		6,071			1,224			—			—			210			—
Amortization of share-based compensation		—			11,525			—			5,893			—			4,347
B-1 Common Shares converted to common		(95	)		(23	)		—			—			—			—

Balance at period end		6,186		$	28,734			210		$	16,378			210		$	10,485

Director notes
Balance as of January 1				$	(16,127	)				$	(27,249	)				$	(25,847	)
Net issuances, payments and accrued interest on Notes					14,059						11,122						(1,402	)

Balance at period end				$	(2,068	)				$	(16,127	)				$	(27,249	)

Employee stock notes
Balance as of January 1				$	(1,353	)				$	(1,458	)				$	(1,476	)
Net issuances, payments and accrued interest on Notes					342						105						18

Balance at period end				$	(1,011	)				$	(1,353	)				$	(1,458	)

Balance at period end				$	86,201					$	180,902					$	183,635

Accumulated deficit
Balance as of January 1				$	(245,867	)				$	(161,758	)				$	(93,352	)
Net income (loss)					90,918						(84,109	)					(68,406	)

Balance at period end				$	(154,949	)				$	(245,867	)				$	(161,758	)

Accumulated other comprehensive (loss) income
Foreign currency adjustments
Balance as of January 1				$	45,061					$	130,418					$	149,605
Change during period					(78,636	)					(85,357	)					(19,187	)

Balance at end of period					(33,575	)					45,061						130,418

Unrealized gain (loss) on marketable securities
Balance as of January 1					—						—						319
Change during period					—						—						(319	)

Balance at end of period					—						—						—

Unrealized (loss) gain on interest rate hedges
Balance as of January 1					583						—						—
Change during period					(11,200	)					583						—

Balance at end of period					(10,617	)					583						—

Net actuarial pension (loss) gain
Balance as of January 1					(149,505	)					(97,851	)					(155,116	)
Change during period					30,700						(51,654	)					57,265

Balance at end of period					(118,805	)					(149,505	)					(97,851	)

Balance at period end				$	(162,997	)				$	(103,861	)				$	32,567

Non-controlling interest
Balance as of January 1				$	—					$	—					$	1,138
Income from non-controlling interests					—						—						12
De-consolidation of non-controlling interests					—						—						(1,150	)

Balance at period end				$	—					$	—					$	—

Total stockholders’ deficit at end of period				$	(231,745	)				$	(168,826	)				$	54,444

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

F-6

JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the years ended December 31,
(amounts in thousands)	2015			2014			2013
OPERATING ACTIVITIES
Net income (loss)	$	90,918		$	(84,109	)	$	(68,406	)
Adjustments to reconcile net loss to cash used in operating activities:
Gain on sale of discontinued operations, net of tax		—			—			(10,711	)
Depreciation and amortization		95,196			100,026			104,650
Deferred income taxes		(18,862	)		1,631			(22,730	)
Non cash changes in inventory value		8,079			(420	)		974
(Gain) loss on sale of business units, property and equipment		(414	)		709			(3,353	)
Adjustment to carrying value of assets		4,268			10,543			16,855
Equity (earnings) loss in non-consolidated entities		(2,384	)		447			(943	)
Amortization of deferred financing costs		4,261			5,736			5,645
Non-cash loss on extinguishment of debt		—			22,628			—
Stock-based compensation		15,620			7,968			5,665
Required contributions to U.S. pension plan		(14,320	)		(16,578	)		(18,566	)
Amortization of U.S. pension expense		12,803			7,609			16,608
Other items, net		1,820			2,653			(8,551	)
Net change in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable		(3,904	)		(638	)		(15,328	)
Inventories		2,872			10,843			(22,496	)
Other assets		(7,023	)		(18,655	)		(3,084	)
Accounts payable and accrued expenses		(28,225	)		(28,605	)		(25,601	)
Change in uncertain tax liability		11,634			—			—

Net cash provided by (used in) operating activities		172,339			21,788			(49,372	)

INVESTING ACTIVITIES
Proceeds from sales of discontinued operations		—			—			71,727
Purchases of property and equipment		(74,978	)		(68,624	)		(80,469	)
Proceeds from sale of business units, property and equipment		4,680			6,911			26,749
Purchase of intangible assets		(2,709	)		(2,222	)		(5,220	)
Purchases of businesses, net of cash acquired		(86,695	)		—			—
Issuances of notes receivable		(73	)		(583	)		(449	)
Cash received on notes receivable		1,323			7,780			718
Other items, net		—			—			883

Net cash (used in) provided by investing activities		(158,452	)		(56,738	)		13,939

FINANCING ACTIVITIES
Issuance of convertible preferred shares, net of transaction costs		—			—			1
Distributions paid		(419,216	)		—			—
Proceeds from issuance of new debt, net of discount		477,600			790,250			—
Borrowings on long-term debt		—			—			136,114
Payments of long-term debt		(19,402	)		(655,361	)		(84,421	)
Change in notes payable		(3,420	)		(3,338	)		1,045
Employee note repayments		15,073			4,516			228
Payments of debt issuance costs		(9,066	)		(15,684	)		(2,261	)
Common stock issued		2,006			—			—
Common stock repurchased		(44,647	)		(14,766	)		(16,073	)

Net cash (used in) provided by financing activities		(1,072	)		105,617			34,633

Effect of foreign currency exchange rates on cash		(4,786	)		(2,791	)		(3,360	)

Net increase (decrease) in cash and cash equivalents		8,029			67,876			(4,160	)
Cash and cash equivalents, beginning		105,542			37,666			41,826

Cash and cash equivalents, ending	$	113,571		$	105,542		$	37,666

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

F-7

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Note 1. Summary of Significant Accounting Policies

Nature of Business – JELD-WEN HOLDING, inc., (“JWH”) (an Oregon corporation) along with its subsidiaries, is a vertically-integrated global manufacturer and distributor of windows and doors with substantially all of its revenues being derived from the sale of its door and window products. The remaining timber properties and resort operations, located primarily in the Northwestern United States, are presented as discontinued operations in the consolidated balance sheets and consolidated statements of operations for all periods presented (See Note 3 – Discontinued Operations and Divestitures ). 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 United States (“U.S.”), Canada, Europe, Australia, Asia, Mexico, and South America, and 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 correspond 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 of our geographic end markets.

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

Ownership – On October 3, 2011, we completed a transaction with Onex Partners III LP and certain affiliates (collectively, “Onex Partners”) whereby Onex Partners invested $700.0 million in convertible preferred stock. Concurrent with the investment, Onex Partners provided $171.0 million in the form of a convertible bridge loan due in April 2013. In October 2012, Onex Partners invested an additional $49.8 million in convertible preferred stock of the Company to fund an acquisition. In April 2013, the $71.6 million outstanding balance of our convertible bridge loan was converted into additional shares of our Series A Convertible Preferred Stock. In March 2014, Onex Partners invested $65.8 million in common stock and now owns voting interests of approximately 80% of the Company at December 31, 2015 on a diluted, as-converted basis.

Principles of Consolidation – Our consolidated financial statements include the entities that we control, as well as majority-owned domestic and foreign subsidiaries and variable interest entities, if any, in which we are the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation and any non-controlling interests are presented as a separate component of equity. We account for investments in and advances to unconsolidated equity affiliates using the equity method.

Fiscal Year – We operate on a fiscal calendar year, and each interim period 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.

Prior Period Adjustments – As a result of the audit of our 2010 U.S. federal income tax return, we discovered an error in our 2010 financial statements in which a discrete tax item improperly reduced our tax expense during that period by $8.7 million. We corrected this error in the accompanying December 31, 2014 balance sheet for the cumulative impact of the error and accrued interest associated with it by increasing the accumulated deficit line included within stockholders’ equity and increasing the current payable due to JWH

F-8

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

included within current liabilities for the $8.7 million in tax expense and the $1.5 million in accrued interest. We have revised the statement of operations for fiscal years 2011 through 2014 for the annual accrued interest related to this item. The impact on the year ended December 31, 2014 was $0.5 million. The cumulative impact was approximately $1.1 million as of December 31, 2013, and the impact on the year ended December 31, 2013 was $0.5 million. There was no impact to the statements of cash flows for the periods presented. We do not believe the error described above was material to our previously issued financial statements.

Reclassification of Prior Year Presentation – Cash balances previously presented in current assets of discontinued operations have been reclassified to cash and cash equivalents within the consolidated balance sheets and Note 3 – Discontinued Operations and Divestitures to conform to the current period presentation as the cash is no longer expected to transfer upon sale. In addition, certain balances on the consolidated statement of cash flows have been reclassified to conform with current period presentation.

Customer Displays – Customer displays include the costs related to providing customers in store displays of our products and include all costs to manufacture, ship and install the displays in retail store locations. Capitalized display costs are included in other assets and are amortized over the life of the product lines, typically 3 to 4 years. Related amortization is included in selling, general and administrative (“SG&A”) expense in the accompanying consolidated statements of operations.

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

Use of Estimates – The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the U.S. (“GAAP”) requires management to make estimates and assumptions 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.

Segment Reporting – Our reportable operating segments are organized and managed principally by geographic region: North America, Europe and Australasia. We report all other business activities in Corporate and unallocated costs. In addition to similar economic characteristics we also consider the following factors in determining the reportable segments: the nature of business activities, the management structure directly accountable to our chief operating decision maker for operating and administrative activities, availability of discrete financial information and information presented to the Board of Directors and investors. No segments have been aggregated for our presentation.

Acquisitions – We apply the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations , in the accounting for our acquisitions. It requires us to recognize separately from goodwill the assets acquired and the liabilities assumed, at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, material adjustments must be retroactively reflected in the comparative

F-9

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

consolidated financial statements. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the current period in our consolidated statements of operations.

For a given acquisition, we may identify certain pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts.

If we cannot reasonably determine the fair value of a pre-acquisition contingency (non-income tax related) by the end of the measurement period, we will recognize an asset or a liability for such pre-acquisition contingency if: (a) it is probable that an asset existed or a liability had been incurred at the acquisition date and (b) the amount of the asset or liability can be reasonably estimated. Subsequent to the measurement period, changes in our estimates of such contingencies will affect earnings and could have a material effect on our results of operations and financial position.

In addition, uncertain tax positions and tax related valuation allowances assumed in connection with a business combination are initially estimated as of the acquisition date. We re-evaluate these items quarterly based upon facts and circumstances that existed as of the acquisition date. Subsequent to the measurement period or our final determination of the tax allowance’s or contingency’s estimated value, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect our provision for income taxes in our consolidated statements of operations and could have a material impact on our results of operations and financial position.

Cash and Cash Equivalents – We consider all highly-liquid investments purchased with an original or remaining maturity at the date of purchase of three months or less to be cash equivalents. Our cash management system is designed to maintain zero bank balances at certain banks. Checks written and not presented to these banks for payment are reflected as book overdrafts and are a component of accounts payable.

Restricted Cash – Restricted cash consists primarily of cash deposits required to meet certain projected self-insurance obligations. New funding is generated from employees’ portion of contributions and is added to the deposit account weekly as claims are paid.

Accounts Receivable – Accounts receivable are recorded at their net realizable value. Our customers are primarily retailers, distributors and contractors. As of December 31, 2015, one customer accounted for 11.1% of the consolidated accounts receivable balance. No individual customer accounted for more than 10% of the consolidated accounts receivable balance at December 31, 2014. We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. We estimate the allowance for doubtful accounts based on a variety of factors including the length of time receivables are past due, the financial health of our customers, unusual macroeconomic conditions and historical experience. If the financial condition of a customer deteriorates or other circumstances occur that result in an impairment of a customer’s ability to make payments, we record additional allowances as needed. We write off uncollectible trade accounts receivable against the allowance for doubtful accounts when collection efforts have been exhausted and/or any legal action taken by us has concluded.

Inventories – Inventories in the accompanying consolidated balance sheets are valued at the lower of cost or market and are determined by the first-in, first-out (“FIFO”) or average cost methods. We record provisions to write-down obsolete and excess inventory to estimated net realizable value. The process for

F-10

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

evaluating obsolete and excess inventory requires us to make subjective judgments and estimates concerning future sales levels, quantities and prices at which such inventory will be able to be sold in the normal course of business. Accelerating the disposal process or incorrect estimates of future sales potential may cause actual results to differ from the estimates at the time such inventory is disposed or sold.

Notes Receivable – Notes receivable are recorded at their net realizable value. The balance consists primarily of installment notes and affiliate notes. The allowance for doubtful notes is based upon historical loss trends and specific reviews of delinquent notes. We write off uncollectible note receivables against the allowance for doubtful accounts when collection efforts have been exhausted and/or any legal action taken by us has been concluded. Current maturities and interest, net of short-term allowance are reported as other current assets.

Property and Equipment – Property and equipment are recorded at cost. The cost of major additions and betterments are capitalized and depreciated using the straight-line method over their estimated useful lives while replacements, maintenance and repairs that do not improve or extend the useful lives of the related assets or adapt the property to a new or different use are expensed as incurred. Interest over the construction period is capitalized as a component of cost of constructed assets. Upon sale or retirement of property or equipment, cost and related accumulated depreciation are removed from the accounts and any gain or loss is charged to income.

Leasehold improvements are amortized over the shorter of the useful life of the improvement, the lease term, or the life of the building. Depreciation is generally provided over the following estimated useful service lives:


Land improvements		10 – 20 years
Buildings		15 – 45 years
Machinery and equipment		3 – 20 years

Intangible Assets – Intangible assets are accounted for in accordance with ASC 350, Intangibles – Goodwill and Other. Definite lived intangible assets are amortized based on the pattern of economic benefit over the following estimated useful lives:


Trademarks and trade names		2 – 40 years
Software		1 – 10 years
Licenses and rights		1 – 10 years
Customer relationships		5 – 16 years
Patents		10 – 20 years

The lives of definite lived intangible assets are reviewed and reduced if necessary whenever changes in their planned use occur. Legal and registration costs related to internally-developed patents and trademarks are capitalized and amortized over the lesser of their expected useful life or the legal patent life. Cost and accumulated amortization are removed from the accounts in the period that an intangible asset becomes fully amortized. The carrying value of intangible assets is reviewed by management to assess the recoverability of the assets when facts and circumstances indicate that the carrying value may not be recoverable. The recoverability test requires us to first compare undiscounted cash flows expected to be generated by that definite lived intangible asset or asset group to its carrying amount. If the carrying amounts of the definite lived intangible assets are not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques.

F-11

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Our valuation of identifiable intangible assets acquired is based on information and assumptions available to us at the time of acquisition, using income and market approaches to determine fair value. We do not amortize our indefinite-lived intangible assets, but test for impairment annually, or when indications of potential impairment exist. For intangible assets other than goodwill, if the carrying value exceeds the fair value, we recognize an impairment loss in an amount equal to the excess. No material impairments were identified during fiscal years 2015, 2014 and 2013.

Long-Lived Assets – Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of such assets may not be recoverable. The first step in an impairment review is to forecast the expected undiscounted cash flows generated from the anticipated use and eventual disposition of the asset. If the expected undiscounted cash flows are less than the carrying value of the asset, then an impairment charge is required to reduce the carrying value of the asset to fair value. Long-lived assets currently available for sale and expected to be sold within one year are classified as held for sale in other current assets or in assets of discontinued operations.

Goodwill – Goodwill is tested for impairment on an annual basis and between annual tests if indicators of potential impairment exist, using a fair-value-based approach. Current accounting guidance provides an entity the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount prior to performing the two-step goodwill impairment test. If this is the case, the two-step goodwill impairment test is required. If it is more-likely-than-not that the fair value of a reporting is greater than its carrying amount, the two-step goodwill impairment test is not required.

We estimated the fair value of our reporting units using a discounted cash flow model (implied fair value measured on a non-recurring basis using level 3 inputs). Inherent in the development of the discounted cash flow projections are assumptions and estimates derived from a review of our expected revenue growth rates, profit margins, business plans, cost of capital and tax rates. Changes in assumptions or estimates used in our goodwill impairment testing could materially affect the determination of the fair value of a reporting unit, and therefore, could eliminate the excess of fair value over carrying value of a reporting unit and, in some cases, could result in impairment. Such changes in assumptions could be caused by items such as a loss of one or more significant customers, decline in the demand for our products due to changing economic conditions or failure to control cost increases above what can be recouped in sale price increases. These types of changes would negatively affect our profits, revenues and growth over the long term and such a decline could significantly affect the fair value assessment of our reporting units and cause our goodwill to become impaired.

We have completed the required annual testing of goodwill for impairment for all reporting units and have determined that goodwill was not impaired.

Warranty Accrual – Warranty terms range primarily from one year to lifetime on certain window and door components. Warranties are normally limited to replacement or service of defective components for the

F-12

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

original customer. Some warranties are transferable to subsequent owners, and are generally limited to ten years from the date of manufacture or require pro-rata payments from the customer. A provision for estimated warranty costs is recorded at the time of sale based on historical experience and we periodically adjust these provisions to reflect actual experience.

Restructuring – Costs to exit or restructure certain activities of an acquired company or our internal operations are accounted for as one-time termination and exit costs as required by the provisions of FASB ASC 420, Exit or Disposal Cost Obligations , and are accounted for separately from any business combination. A liability for costs associated with an exit or disposal activity is recognized and measured at its fair value in our consolidated statements of operations in the period in which the liability is incurred. When estimating the fair value of facility restructuring activities, assumptions are applied regarding estimated sub-lease payments to be received, which can differ materially from actual results. This may require us to revise our initial estimates which may materially affect our results of operations and financial position in the period the revision is made.

Derivative Financial Instruments – Derivative financial instruments are used to manage interest rate risk associated with our borrowings and foreign currency exposures related to transactions denominated in currencies other than the U.S. dollar, or in the case of our non-U.S. companies, transactions denominated in a currency other than their functional currency. We record all derivative instruments in the consolidated balance sheets at fair value. Changes in a derivative’s fair value are recognized in earnings unless specific hedge criteria are met and we elect hedge accounting prior to entering into the derivative. If a derivative is designated as a fair value hedge, the changes in fair value of both the derivative and the hedged item attributable to the hedged risk are recognized in the results of operations. If the derivative is designated as a cash flow hedge, changes in the fair value of the derivative are recorded in consolidated other comprehensive income (loss) and subsequently classified to the consolidated statements of operations when the hedged item impacts earnings. At the inception of a fair value or cash flow hedge transaction, we formally document the hedge relationship and the risk management objective for undertaking the hedge. In addition, we assess both at inception of the fair value or cash flow hedge and on an ongoing basis, whether the derivative in the hedging transaction has been highly effective in offsetting changes in fair value or cash flows of the hedged item and whether the derivative is expected to continue to be highly effective. The impact of any ineffectiveness is recognized in our consolidated statements of operations.

Revenue Recognition – We recognize revenue when four basic criteria have been met: (i) persuasive evidence of a customer arrangement exists; (ii) the price is fixed or determinable; (iii) collectability is reasonably assured; and (iv) product delivery has occurred or services have been rendered. We recognize revenue based on the invoice price less allowances for sales returns, cash discounts, and other deductions as required under GAAP. Incentive payments to customers that directly relate to future business are recorded as a reduction of net revenues over the periods benefited.

Shipping Costs – Shipping costs charged to customers are included in net revenues. The cost of shipping is included in cost of sales.

Advertising Costs – All costs of advertising our products and services are charged to expense as incurred. Advertising and promotion expenses included in SG&A expenses were $46.0 million in 2015, $46.8 million in 2014 and $52.8 million in 2013.

Interest Expense and Extinguishment of Debt Costs – We record the cost of debt extinguishment separately in the consolidated statements of operations. During 2015, 2014 and the majority of the year ended December 31, 2013, interest expense was allocated to discontinued operations based on debt that was specifically attributable to those operations.

F-13

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Foreign Currency Translation and Adjustments – Typically, our foreign subsidiaries maintain their accounting records in their local currency. All of the assets and liabilities of these subsidiaries (including long-term assets, such as goodwill) are converted to U.S. dollars at the exchange rate in effect at the balance sheet date, income and expense accounts are translated at average rates for the period, and shareholder’s equity accounts are translated at historical rates. The effects of translating financial statements of foreign operations into our reporting currency are recognized as a cumulative translation adjustment in consolidated other comprehensive income (loss). This balance is net of tax, where applicable.

The effects of translating financial statements of foreign operations in which the U.S. dollar is their functional currency are included in the consolidated statements of operations. The effects of translating intercompany debt are recorded in the consolidated statements of operations unless the debt is of a long-term investment nature in which case gains and losses are recorded in consolidated other comprehensive income (loss).

Foreign currency transaction gains or losses are credited or charged to income as incurred.

Income Taxes – Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We evaluate both the positive and negative evidence that is relevant in assessing whether we will realize the deferred tax assets. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized.

The tax effects from an uncertain tax position can be recognized in the consolidated financial statements, only if the position is more likely than not to be sustained, based on the technical merits of the position and the jurisdiction taxes of the Company. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit and the tax related to the position would be due to the entity and not the owners. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized, upon ultimate settlement with the relevant tax authority. We apply this accounting standard to all tax positions for which the statute of limitations remains open. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

We file a consolidated federal income tax return in the U.S. and various states. For financial statement purposes, we calculate the provision for federal income taxes using the separate return method. Certain subsidiaries file separate tax returns in certain countries and states. Any state and foreign income taxes refundable and payable are reported in other current assets and accrued income taxes payable in the consolidated balance sheets. We record interest and penalties on amounts due to tax authorities as a component of income tax expense in the consolidated statements of operations.

Recently Adopted Accounting Standards – In November 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. This ASU simplifies the presentation of deferred income taxes by requiring that all deferred tax liabilities and assets be classified as long-term on the balance sheet. We early adopted ASU 2015-17 as of December 31, 2015 and prior periods were not retrospectively adjusted.

In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs . The standard amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability instead of as an asset. ASU 2015-

F-14

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

03 is effective for annual and interim reporting periods after December 15, 2015, with early adoption permitted. We early adopted ASU 2015-03 in the quarter ended June 27, 2015, and as a result of its adoption, we retrospectively applied the provisions of this ASU. The retrospective adoption resulted in the reclassification of unamortized debt issuance costs of $12.0 million from other long-term assets to a reduction in long-term debt on the accompanying consolidated balance sheet as of December 31, 2014. In addition, in August, 2015 the FASB issued ASU 2015-15, Interest – Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements which provides clarification of ASU 2015-03 as it relates to the treatment of line-of credit arrangements. Adoption of these standards did not impact results of operations, retained earnings, or cash flows in the current or previous annual reporting periods.

Recently Issued Accounting Standards – In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments . The amendments in this accounting standard require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined and record, in the same period, the effect on earnings of changes in depreciation, amortization, or other income effects, calculated as if the accounting had been completed at the acquisition date. These also require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The accounting standard is effective for annual periods beginning after December 15, 2015, and interim periods thereafter, with early adoption permitted. We are currently evaluating the potential impact on our consolidated financial statements and disclosures.

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory . This ASU requires that inventory within the scope of this guidance be measured at the lower of cost and net realizable value. This accounting standard is effective for annual periods beginning after December 15, 2016, and interim periods thereafter, with early adoption allowed. We are currently evaluating the potential impact on our consolidated financial statements and disclosures.

In April 2015, the FASB issued ASU No. 2015-05, Intangibles – Goodwill and Other – Internal-Use Software: Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement . This ASU provides criteria for customers in a cloud computing arrangement to use in order to determine whether the arrangement includes a license of software. This accounting standard update is effective for annual periods beginning after December 15, 2015, and interim periods thereafter, with early adoption allowed. We are currently evaluating the potential impact on our consolidated financial statements and disclosures.

In January 2015, the FASB issued ASU No. 2015-01, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. The amendments in this accounting standard eliminate from GAAP the concept of extraordinary items. Prior to this standard, if an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. This accounting standard update is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, with early adoption allowed. We do not plan to early adopt and do not expect this standard to have an impact on our consolidated financial statements and disclosures.

In November 2014, the FASB issued ASU No. 2014-16, Derivative and Hedging: Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity, which will require an entity to determine the nature of the host contract by considering the economic characteristics and risks of the entire hybrid financial instrument, including the embedded derivative feature that is being evaluated for separate accounting from the host contract, when evaluating whether the host

F-15

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

contract is more akin to debt or equity. This accounting standard update is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years, with early adoption allowed. We do not plan to early adopt and are currently evaluating the potential impact on our consolidated financial statements and disclosures.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern. The amendments in this accounting standard require management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date of issuance of the consolidated financial statements. An entity must provide certain disclosures if there is substantial doubt about the entity’s ability to continue as a going concern. This accounting standard update is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption allowed. We do not plan to early adopt and do not expect this accounting standard update to have a material impact on our consolidated financial statements and disclosures.

In June 2014, the FASB issued ASU No. 2014-12, Compensation – Stock Compensation , which states that a performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition. This accounting standard update is effective for annual reporting periods beginning after December 15, 2015 with early adoption allowed. We do not plan to early adopt and do not expect this accounting standard update to have a material impact on our consolidated financial statements and disclosures.

In May 2014, the FASB issued ASU No. 2014-09, Revenues from Contracts with Customers . The amendments in this accounting standard clarify the principles for recognizing revenue. This accounting standard update has been amended by ASU No. 2015-14 to defer the date effective to annual reporting periods beginning on or after December 15, 2017. We are currently evaluating the potential impact on our consolidated financial statements and disclosures and our adoption method.

Employee Retirement and Pension Benefits — We have a defined benefit plan available to certain U.S. hourly employees and several other defined benefit plans located outside the U.S. that are country specific. The most significant of these plans is in the U.S. which is no longer open to new employees. Amounts relating to these plans are recorded based on actuarial calculations, which use various assumptions, such as discount rates and expected return on assets. See Note 32— Employee Retirement and Pension Benefits in our financial statements for the year ended December 31, 2015 included elsewhere in this prospectus for further details.

Note 2. Acquisitions

During 2015, we completed four acquisitions using $88.6 million of cash and $2.0 million of stock as consideration. The fair values of tangible assets acquired and liabilities assumed used in our evaluations were based upon preliminary calculations, allocations and valuations. The underlying estimates, allocations and assumptions for the acquisitions are subject to change as we obtain additional information and refine our assumptions during the measurement period (up to one year from the acquisition date). We evaluated these acquisitions quantitatively and qualitatively and determined them to be insignificant both individually and in the aggregate and therefore, have omitted the pro forma disclosures under ASC 805-10-50.

F-16

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

The preliminary fair values of the assets acquired are summarized below:


(amounts in thousands)	Total Acquisitions
Fair value of identifiable assets and liabilities:
Accounts receivable	$	12,591
Inventories		13,003
Other assets		3,034
Property and equipment		11,348
Identifiable intangible assets		36,284
Goodwill		41,983

Total assets	$	118,243

Accounts payable and accrued liabilities		12,471
Other liabilities		17,077

Total liabilities	$	29,548

Purchase Price:

Total consideration paid, net of cash acquired	$	88,695

The excess purchase price over the fair value of net assets acquired was allocated to goodwill and intangibles, respectively. Goodwill of $32.1 million is expected to be fully tax-deductible. Goodwill represents cost savings from reduced overhead and operational expenses by leveraging our manufacturing footprint, supply chain savings and sales synergies. The intangible assets include technology, tradenames, trademarks, software, permits and customer relationships and are being amortized over a weighted average amortization period of 14 years. Acquisition-related costs of $1.8 million were expensed as incurred and are included in selling, general and administrative expense in our consolidated statements of operations.

Note 3. Discontinued Operations and Divestitures

Our Silver Mountain resort and real estate located in Idaho (“Silver Mountain”) are treated as discontinued operations in the accompanying consolidated financial statements. The results of these operations have been removed from the results of continuing operations for all periods presented. Silver Mountain continues to be actively marketed for sale and is reviewed quarterly for impairment or fair value adjustment.

AmeriTitle – In January 2013, we sold the majority of the real estate owned by the former title and escrow subsidiaries, AmeriTitle, for $24.2 million and recorded a gain on sale of discontinued operations of $0.5 million, net of tax. In March 2013, we sold our AmeriTitle subsidiaries for $31.6 million resulting in a gain on sale of discontinued operations of $7.2 million, net of tax.

Windmill Inns – During 2013, the four remaining former hotel operations, Windmill Inns, located in Oregon and Arizona were sold in three separate transactions for a total of $18.5 million resulting in a total gain on sale of discontinued operations of $2.9 million, net of tax.

Silver Mountain – In March 2013, we entered into an agreement to sell the Silver Mountain operations which included a funded escrow of $1.2 million. Due to the buyer’s failure to perform under the contract, we terminated the agreement in May 2013 and recorded $1.2 million in income from discontinued operations associated with the buyer’s forfeiture of the escrow deposit.

F-17

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

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


(amounts in thousands)	2015			2014			2013
Net revenues	$	7,919		$	8,591		$	22,698
Loss before tax and non-controlling interest		(2,853	)		(5,387	)		(9,620	)
Loss from discontinued operations, net of tax		(2,856	)		(5,387	)		(5,863	)
Amortization expense included in above		—			—			11

The impairment and restructuring charges discussed below are included in the table above in loss before tax and non-controlling interest and were due primarily to the significant downturn in the real estate market.

During the third quarter of 2014, we recorded a $3.4 million impairment charge based on a recent third party appraisal of the Silver Mountain property. In the fourth quarter of 2013, an impairment of $7.8 million was recorded on Silver Mountain based on current market information.

The following is a summary of the assets and liabilities of discontinued operations separately presented in the consolidated balance sheets as of December 31, 2015 and 2014:


(amounts in thousands)	2015		2014
ASSETS
Current assets
Accounts receivable, net	$	792	$	721
Inventories		298		294
Real estate inventories		532		32
Other current assets		236		389

Current assets of discontinued operations		1,858		1,436

Property and equipment, net		3,669		3,662
Timber and timberlands		614		614
Real estate development		3,884		3,884
Long-term notes receivable		—		197
Intangible assets		44		50
Other assets		7		313

Long-term assets of discontinued operations		8,218		8,720

	$	10,076	$	10,156

LIABILITIES
Current liabilities
Accounts payable	$	732	$	804
Accrued payroll and benefits		192		357
Accrued expenses		1,608		2,746

Current liabilities of discontinued operations		2,532		3,907

Deferred credits and other liabilities		2,493		5,345

Long-term liabilities of discontinued operations		2,493		5,345

	$	5,025	$	9,252

F-18

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

The current and long-term assets of discontinued operations are included within other current assets and other assets, respectively, in the accompanying consolidated balance sheets. The current and long-term liabilities of discontinued operations are included within accrued expenses and other current liabilities, and deferred credits and other liabilities, respectively, in the accompanying consolidated balance sheets.

Note 4. Accounts Receivable

The following is a roll forward of the allowance for doubtful accounts:


(amounts in thousands)	2015			2014			2013
Balance at beginning of period	$	(4,166	)	$	(6,338	)	$	(6,147	)
Additions charged to expense		(530	)		(567	)		(1,142	)
Deductions		1,180			2,474			1,032
Currency translation		(148	)		265			(81	)

Balance at end of period	$	(3,664	)	$	(4,166	)	$	(6,338	)

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 perform ongoing credit evaluations of our customers to minimize credit risk and usually we do not 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. Other notes receivable are primarily collateralized by stock or other assets. One window and door customer represents 15.2% of net revenues in 2015, 16.6% of net revenues in 2014 and 18.3% of net revenues in 2013.

Note 5. Inventories

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


(amounts in thousands)	2015		2014
Raw materials	$	241,225	$	235,342
Work in process		28,512		29,009
Finished goods		73,999		94,923

Inventories	$	343,736	$	359,274

Note 6. Other Current Assets


(amounts in thousands)	2015		2014
Prepaid assets	$	18,463	$	17,631
Refundable income taxes		6,999		8,361
Fair value of derivative instruments		6,957		5,694
Current assets of discontinued operations ( Note 3 )		1,858		1,436
Property held for sale		839		—
Current maturities of notes receivables and interest, net of short-term allowance		210		1,615
Deferred taxes ( Note 19 )		—		10,236

	$	35,326	$	44,973

F-19

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Note 7. Property and Equipment, Net


(amounts in thousands)	2015			2014
Land improvements	$	32,705		$	32,924
Buildings		420,355			440,414
Machinery and equipment		1,134,694			1,156,926

Total depreciable assets		1,587,754			1,630,264
Accumulated depreciation		(979,511	)		(986,495	)

		608,243			643,769
Land		60,266			64,596
Construction in progress		52,334			46,764

	$	720,843		$	755,129

The effect on our carrying value of property and equipment due to currency translations for foreign assets was a decrease of $29.7 million and $31.8 million for the years ended December 31, 2015 and 2014, respectively.

Depreciation expense was $82.2 million, $89.0 million and $94.6 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Depreciation expense was recorded as follows:


(amounts in thousands)	2015		2014		2013
Cost of sales	$	73,913	$	78,890	$	83,940
Selling, general and administrative		8,264		10,148		10,628

	$	82,177	$	89,038	$	94,568

Note 8. Goodwill

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


(amounts in thousands)	North America			Europe			Australasia			Total Reportable Segments
Ending balance, December 31, 2013	$	154,533		$	301,273		$	61,422		$	517,228
Currency translation		(643	)		(36,040	)		(4,944	)		(41,627	)

Ending balance, December 31, 2014	$	153,890		$	265,233		$	56,478		$	475,601

Acquisitions	$	34,369		$	3,228		$	4,386		$	41,983
Currency translation		(1,157	)		(28,274	)		(5,647	)		(35,078	)

Ending balance, December 31, 2015	$	187,102		$	240,187		$	55,217		$	482,506

We have recorded impairments in prior periods related to the divestiture of certain operations. Cumulative impairments of goodwill totaled $1.6 million at both December 31, 2015 and December 31, 2014.

During the fourth quarter of 2015, we concluded that our Creative Media Design (“CMD”) business unit, our internal advertising agency, should be merged into our North American impairment testing reporting

F-20

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

unit. Immediately prior to this change, we tested CMD goodwill of $4.3 million for impairment using a qualitative assessment, and we concluded it was more likely than not that the fair value was more than its carrying value and therefore did not perform the two-step quantitative analysis.

In accordance with current accounting guidance, we identified three reporting units for the purpose of conducting our goodwill impairment review. In determining our reporting units, we considered (i) whether an operating segment or a component of an operating segment was a business, (ii) whether discrete financial information was available, and (iii) whether the financial information is regularly reviewed by management of the operating segment. We performed our annual impairment assessment during the beginning of the December fiscal month of 2015. The excess of the fair value of our reporting units over their respective carrying values for the three reporting units exceeded 45%. Accordingly, no impairment loss was recorded in 2015 or 2014.

Note 9. Intangible Assets, Net

Changes in the carrying amount of intangible assets were as follows for the periods indicated:


(amounts in thousands)	Trademarks and tradenames			Software			License and rights			Customer relationships			Customer supply			Patents			Total
Net book value:
December 31, 2013	$	5,920		$	13,343		$	2,275		$	35,063		$	241		$	1,552		$	58,394
Additions (write-offs)		22			2,740			(272	)		(28	)		(156	)		88			2,394
Amortization		(1,658	)		(3,313	)		(349	)		(2,870	)		(33	)		(102	)		(8,325	)
Currency translation		(61	)		(444	)		(13	)		(3,641	)		(11	)		—			(4,170	)

December 31, 2014	$	4,223		$	12,326		$	1,641		$	28,524		$	41		$	1,538		$	48,293

Acquisitions		8,909			1,036			2,742			23,597			—			—			36,284
Additions (write-offs)		(50	)		4,767			373			(36	)		67			39			5,160
Amortization		(571	)		(3,662	)		(550	)		(2,913	)		(40	)		(124	)		(7,860	)
Currency translation		(164	)		(376	)		(236	)		(2,780	)		(3	)		—			(3,559	)

December 31, 2015	$	12,347		$	14,091		$	3,970		$	46,392		$	65		$	1,453		$	78,318

The cost and accumulated amortization values of our intangible assets were as follows for the periods indicated:


	2015							2014
(amounts in thousands)	Cost		Accumulated Amortization			Net Book Value		Cost		Accumulated Amortization			Net Book Value
Trademarks and trade names	$	14,042	$	(4,195	)	$	9,847	$	5,827	$	(4,104	)	$	1,723
Software		23,430		(9,339	)		14,091		20,299		(7,974	)		12,325
Licenses and rights		5,355		(1,385	)		3,970		2,498		(856	)		1,642
Customer relationships		69,040		(22,648	)		46,392		50,568		(22,044	)		28,524
Customer supply agreements		394		(329	)		65		364		(323	)		41
Patents		2,143		(690	)		1,453		2,109		(571	)		1,538

		114,404		(38,586	)		75,818		81,665		(35,872	)		45,793
Indefinite-lived trade names		2,500		—			2,500		2,500		—			2,500

	$	116,904	$	(38,586	)	$	78,318	$	84,165	$	(35,872	)	$	48,293

F-21

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Intangible assets that become fully amortized are removed from the accounts in the period that they become fully amortized. In 2014 several trademarks and trade names became fully amortized including the Stegbar trade name used in Australia which had cost and accumulated amortization of $17.9 million.

Amortization expense was $7.9 million, $8.3 million and $9.4 million for the years ended December 31, 2015, 2014 and 2013, respectively. Certain customer supply agreement intangibles are amortized as a deduction from net revenues. These were immaterial in 2015 and totaled $0.1 million and $1.3 million in 2014 and 2013, respectively.

Estimated future amortization expense (amounts in thousands):


2016	$	10,070
2017		7,726
2018		7,911
2019		7,295
2020		6,571
Thereafter		36,245

	$	75,818

Note 10. Other Assets


(amounts in thousands)	2015		2014
Investments ( Note 11 )	$	26,204	$	23,965
Deferred taxes ( Note 19 )		21,698		4,105
Customer displays		14,952		11,124
Long-term assets of discontinued operations ( Note 3 )		8,218		8,720
Long-term notes receivable ( Note 12 )		6,229		6,744
Deposits		3,391		2,587
Debt issuance costs		2,594		3,138
Other		1,777		1,793
Other long-term accounts receivable		1,225		2,225
Real estate development		—		279

	$	86,288	$	64,680

Domestic debt issuance costs associated with revolving credit facilities are capitalized and amortized according to the effective interest rate method over the life of the new debt agreements. Non-cash additions are disclosed in Note 35 – Supplemental Cash Flow Information . Customer displays are amortized over the life of the product line and $5.1 million, $2.7 million and $0.7 million of amortization is included in total depreciation and amortization for the years ended December 31, 2015, 2014 and 2013, respectively.

Note 11. Investments

As of December 31, 2015, our investments consist of one 50% owned investment accounted for under the equity method and eleven investments accounted for under the cost method.

Our investment in West One Auto Group (“WOAG”) was included as an equity method investment as of December 31, 2013 and 2014 and during fiscal year 2015 was fully impaired and ceased being accounted for under the equity method.

F-22

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

A summary of our equity and cost method investments, which are included in other assets in the accompanying consolidated balance sheets, is as follows:


(amounts in thousands)	Equity			Cost			Total
Ending balance, December 31, 2013	$	24,348		$	561		$	24,909
Equity earnings		(447	)		—			(447	)
Impairments		(426	)		(448	)		(874	)
Other		377			—			377

Ending balance, December 31, 2014	$	23,852		$	113		$	23,965

Equity earnings	$	2,384		$	—		$	2,384
Additions		—			257			257
Impairments		(332	)		—			(332	)
Other		(70	)		—			(70	)

Ending balance, December 31, 2015	$	25,834		$	370		$	26,204

Net loans, advances to, and receivables from, affiliates at
December 31, 2014	$	1,153		$	3,768		$	4,921
December 31, 2015	$	341		$	3,768		$	4,109

The combined financial position and results of operations for the equity method investments owned as of December 31, 2015 are summarized below:


(amounts in thousands)	2015		2014
Assets
Current assets	$	85,726	$	100,799
Non-current assets		20,606		26,049

Total assets	$	106,332	$	126,848

Liabilities
Current liabilities	$	18,452	$	35,572
Non-current liabilities		36,608		39,721

Total liabilities		55,060		75,293

Net worth	$	51,272	$	51,555


(amounts in thousands)	2015			2014			2013
Net sales	$	361,013		$	342,030		$	329,406
Gross profit		82,914			71,267			69,546
Net income (loss)		4,628			(137	)		2,240
Adjustment for profit in inventory		(70	)		(378	)		(177	)
Net income (loss) attributable to Company		2,384			(447	)		943

Goodwill of $0.2 million is included in equity investments and is reviewed for impairment if evidence of loss in value occurs in accordance with FASB guidance regarding The Equity Method of Accounting for Investments in Common Stock . Sales to affiliates totaled $54.8 million in 2015, $53.6 million in 2014 and $49.6 million in 2013 and purchases from affiliates totaled $2.4 million, $1.5 million and $1.4 million for 2015, 2014 and 2013, respectively.

F-23

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

We recorded impairments of $0.3 million, $0.4 million and $1.8 million in the years ended December 31, 2015, 2014 and 2013, respectively, relating to our investment in WOAG due to the slow economic recovery in the Pacific Northwest and WOAG’s financing limitations.

Note 12. Notes Receivable


(amounts in thousands)	2015 Year-End Interest Rate	2015			2014
Employee demand notes secured by Company stock	5.25 – 5.50%	$	286		$	745
Installment notes	0.00 – 10.00%		2,444			2,744
Affiliate notes	0.00 – 8.25%		3,768			4,839
Accrued interest			10			100
Allowance for doubtful notes			(69	)		(69	)

			6,439			8,359
Current maturities and interest, net of short-term allowance			(210	)		(1,615	)

Long-term notes receivable, net of allowance		$	6,229		$	6,744

Current maturities and interest, net of short-term allowance and long term notes receivable and interest, net of allowance, are reported as other current assets and other assets, respectively, in the accompanying consolidated balance sheets.

Affiliate Notes – These notes consist of $3.8 million of senior secured notes from Chileno Bay, a cost method investment, as of December 31, 2015. During 2015 we fully impaired other affiliate notes in the amount of $1.0 million. We did not accrue interest on affiliate notes in 2015, 2014 or 2013.

Allowance for Doubtful Notes – The allowance for doubtful notes is based upon historical loss trends and specific reviews of delinquent notes.

Note 13. Accrued Payroll and Benefits


(amounts in thousands)	2015		2014
Accrued payroll and commissions	$	11,196	$	22,565
Accrued management bonus		30,865		19,807
Accrued payroll taxes		13,864		10,050
Accrued Company match of employee 401(k) contributions		8,963		8,699
Accrued vacation		46,666		48,279
Current portion of unfunded pension liability		10,036		18,450
Other accrued benefits		18,031		16,706

	$	139,621	$	144,556

F-24

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Note 14. Accrued Expenses and Other Current Liabilities


(amounts in thousands)	2015		2014
Accrued sales and advertising rebates	$	69,300	$	70,224
Accrued expenses		37,015		48,098
Current portion of warranty liability ( Note 16 )		16,802		16,467
Accrued income taxes payable		12,806		16,814
Accrued claim costs relating to self-insurance programs		10,333		10,850
Current portion of deferred income		9,315		8,170
Current portion of restructuring accrual		6,192		4,589
Current liabilities of discontinued operations ( Note 3 )		2,532		3,907
Accrued interest payable		249		435
Current portion of deferred tax liability ( Note 19 )		—		2,853

	$	164,544	$	182,407

Note 15. Notes Payable


(amounts in thousands)	2015 Year-End Interest Rate			2015		2014		Maximum Credit Facilities
Variable rate industrial revenue bonds		0.20 - 0.47	%	$	385	$	565	$	—
Foreign credit facilities					—		5,750		—

				$	385	$	6,315	$	—

Variable rate industrial revenue bonds are payable in quarterly installments that include both principal and interest. These bonds are collateralized by letters of credit and the related manufacturing and distribution properties. The foreign credit facilities consist primarily of overdraft lines in Europe and Asia that are used for short-term borrowings. In 2015, the uncommitted overdraft European credit facilities in Europe were replaced by a EUR 39.0 million revolving credit facility as described in Note 17 – Long-Term Debt .

Notes payable are included in notes payable and current maturities of long-term debt in the accompanying consolidated balance sheets.

Note 16. Warranty Liability

An analysis of the warranty liability is as follows:


(amounts in thousands)	2015			2014			2013
Balance at beginning of period	$	45,843		$	46,064		$	46,536
Current period provision		16,838			17,162			14,376
Liabilities assumed due to acquisition		718			—			—
Experience adjustments		(2,668	)		(2,789	)		(1,122	)
Payments		(14,172	)		(13,515	)		(13,246	)
Currency translation		(1,668	)		(1,079	)		(480	)

Balance at end of period		44,891			45,843			46,064
Current portion		(16,802	)		(16,467	)		(16,810	)

Long-term portion	$	28,089		$	29,376		$	29,254

F-25

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

The Company revised its rollforward of the warranty liability to correct an error in the presentation of expenses incurred, experience adjustments, and expenses paid in the same period.

This correction results in:

•

an increase to the “Current period provision” of $4.9 million, $6.8 million, and $6.7 million for 2015, 2014, and 2013, respectively;

•

an increase in “Experience adjustments” for 2015 of $2.9 million; and

•

an increase to “Payments” of $2.0 million, $6.8 million, and $6.7 million for 2015, 2014, and 2013, respectively.

These corrections were not material to the periods presented.

The most significant component of warranty liability is in the North America segment which totaled $42.5 million and $43.5 million at December 31, 2015 and 2014, respectively after discounting future estimated cash flows at rates between 0.76% and 4.75%. Without discounting, the liability would have been higher by approximately $3.0 million and $3.4 million at December 31, 2015 and 2014, respectively. The current and long-term portions of the warranty liability are included in accrued expenses and other current liabilities, and deferred credits and other liabilities, respectively, in the accompanying consolidated balance sheets.

Note 17. Long-Term Debt


(amounts in thousands)	December 31, 2015 Interest Rate			December 31, 2015			December 31, 2014
Revolving credit facilities		2.50	%	$	876		$	—
Term loan, net of original issue discount of $8,641		4.75 - 5.25	%		1,237,409			767,481
Mortgage notes		1.23	%		30,335			33,878
Installment notes		1.98 - 6.38	%		4,537			2,408
Installment notes for stock		3.00 - 8.00	%		5,034			8,184
Unamortized debt issuance costs					(18,256	)		(12,038	)

					1,259,935			799,913
Current maturities of long-term debt					(16,209	)		(11,371	)

				$	1,243,726		$	788,542

		Maturities by year:
		2016		$	16,209
		2017			14,741
		2018			15,695
		2019			15,812
		2020			14,637
		Thereafter			1,191,482

					1,268,576
		Original issue discount			(8,641	)

				$	1,259,935

In October 2014, we entered into new credit facilities consisting of a $775.0 million term loan (“Term Loan”) and a $300.0 million asset-based revolving credit facility (“Revolver”) (collectively, “Credit

F-26

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Facilities”). The lending structure of the Term Loan is through a syndication of lenders. The primary borrower of the Term Loan is Onex BP Finance, LP, a wholly owned subsidiary of Onex. The proceeds of the Term Loan have been, in turn, loaned to Onex BP Finance, LLC and ultimately to JWI in loans with identical principal amounts and identical repayment terms. The Term Loan is secured by substantially all of our assets, although the revolver has a first lien security interest in accounts receivable, inventory and the property, plant and equipment of three manufacturing plants (“Revolver Priority Collateral”). Onex BP Finance, LLC is a guarantor of the Term Loan. The Revolver is provided by a separate syndication of lenders. The primary borrowers of the Revolver are JWI and JELD-WEN of Canada, Ltd. The Revolver is secured by the Revolver Priority Collateral and a second lien security interest in JWI’s other assets.

The net proceeds from the Credit Facilities were primarily used to repay our former senior secured credit facility, redeem all of the outstanding senior secured notes that bore interest at 12.25% at a premium over face value of $28.2 million, and satisfy our obligation under the Suncadia guarantee (See Note 31 – Commitments and Contingencies ). In connection with the debt extinguishment, we expensed unamortized fees of $22.6 million related to the senior secured credit facility, as well as the $28.4 million in unamortized premium paid to the holders of the 12.25% senior secured notes and bank fees, as a loss on extinguishment of debt in the consolidated statement of operations. We incurred $15.4 million of debt issuance costs related to the new credit facilities, which is included in long-term debt in the accompanying consolidated balance sheets and will be amortized to interest expense over the life of the facilities using the effective interest method.

On July 1, 2015, we amended our $775.0 million term loan credit facility and we received an additional $480.0 million in long-term borrowings. Proceeds from the incremental term loan debt were primarily used to pay distributions to our shareholders, with the balance used for acquisitions and general corporate purposes. We incurred $7.9 million of debt issuance costs related to the new credit facility, which is included as an offset to long-term debt in the accompanying consolidated balance sheets and will be amortized to interest expense over the life of the facility using the effective interest method.

In January 2015, we entered into a new EUR 39.0 million committed revolving credit facility in Europe that matures in January of 2019. The revolving credit facility bears interest at the relevant interbank offered rate (“IBOR”) plus a margin of 2.50%. At December 31, 2015, we had $40.3 million available under this facility. The agreement requires that we maintain certain financial ratios, including an interest coverage ratio and a leverage ratio. The new revolving credit facility replaced uncommitted overdraft facilities included in the December 31, 2014 balances in notes payable (See Note 15 – Notes Payable) . We incurred $1.1 million of debt issuance costs related to the new credit facility, which is included as an offset to long-term debt in the accompanying consolidated balance sheets and will be amortized to interest expense over the life of the facility using the effective interest method.

Our outstanding debt agreements as of December 31, 2015 consisted of the following:

Term Loan – The offering price of the original Term Loan was 99.00% of par. Borrowings under the Term Loan currently bear interest at LIBOR (subject to a floor of 1.00%) plus a margin of 4.25%. The Term Loan has no maintenance financial covenants and matures in 2021.

The offering price of the incremental term loan was 99.50% of par. Borrowings under the incremental term loan currently bear interest at LIBOR (subject to a floor of 1.00%) plus a margin of 3.75% (4.00% if reported net debt to EBITDA is greater than 4.00 to 1.00). The incremental term loan has no maintenance financial covenants and matures in 2022.

Revolver – Borrowings under the Revolver typically bear interest at LIBOR plus a margin that fluctuates from 1.50% to 2.00% depending availability under the facility. We must pay an annual commitment fee between 0.25% and 0.375% on the unused portion of the revolving commitment. At December 31, 2015, we

F-27

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

had $184.4 million available under this facility. The Revolver has no maintenance financial covenants unless we fail to meet certain liquidity metrics as defined in the Revolver agreement. The Revolver matures in 2019.

Senior Secured Credit Facility – Australia – In October 2015, JELD-WEN of Australia Pty. Ltd. (“JWA”) amended and extended its credit agreement to provide for a $20.0 million AUD commercial bill facility, a $5.0 million AUD overdraft line of credit, and a $6.0 million AUD interchangeable facility for guarantees/letters of credit. The credit agreement matures in June 2019. At December 31, 2015, there were no borrowings under this facility. Loans under the revolving portion of the credit facility bear interest at the Bank Bill Swap Bid rate (“BBSY”) plus a margin of 0.75%, and a commitment fee of 1.15% is also paid on the entire amount of the revolving credit facility. Overdraft balances bear interest at the bank’s reference rate minus a margin of 1.00%, and a commitment fee of 1.15% is paid on the entire amount of the overdraft facility. At December 31, 2015, we had $14.6 million available under the commercial bill facility. The credit facility is secured by guarantees of the subsidiaries of JWA, fixed and floating charges on the assets of the JWA group, and mortgages on certain real properties owned by the JWA group. The agreement requires that JWA maintain certain financial ratios, including a minimum consolidated interest coverage ratio and a maximum consolidated debt to EBITDA ratio. The agreement limits dividends and repayments of intercompany loans where the JWA group is the borrower and limits acquisitions without the bank’s consent.

Mortgage Note – This note is secured by land and buildings and has scheduled principal payments beginning in 2018 through 2037.

Installment Notes – These notes represent miscellaneous capitalized equipment lease obligations and a term loan secured by the related equipment with payments through 2020.

Installment Notes for Stock – These notes represent amounts due to former or retired employees for repurchases of JWH stock that are payable over 5 or 10 years depending on the amount with payments through 2020.

Collateral For Long-Term Debt – At December 31, 2015, substantially all our assets, excluding certain non-core assets, provide direct or indirect collateral for substantially all outstanding short-term and long-term debt.

The debt agreements contain customary restrictions on liens, indebtedness, acquisitions, and dividends. As of December 31, 2015 and 2014, we were in compliance with the terms of all facilities.

Because interest rates on certain debt agreements have variable interest rates, we have entered into interest rate swap agreements with financial institutions to manage the exposure to changes in interest rates. See Note 28 – Derivative Financial Instruments.

F-28

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Note 18. Deferred Credits and Other Liabilities

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


(amounts in thousands)	2015		2014
Warranty liability ( Note 16 )	$	28,089	$	29,376
Deferred tax liability ( Note 19 )		15,448		21,938
Workers’ compensation claims accrual		15,005		12,702
Uncertain tax positions ( Note 19 )		11,634		—
Other liabilities		7,699		7,810
Derivative liability LT		5,895		—
Over-market lease liabilities		4,433		5,762
Long-term liabilities of discontinued operations ( Note 3 )		2,493		5,345
Restructuring accrual		2,316		3,092
Deferred income		1,250		1,369

	$	94,262	$	87,394

The over-market lease liabilities relate to the Melton operations in the United Kingdom and the related market value lease payments are included in the minimum annual lease payments schedule. The non-cash impact to expense of the change in the lease liability for the discount factor is reported in other income (expense) in the consolidated statements of operations and totaled $0.5 million and $0.6 million in 2015 and 2014, respectively.

Note 19. Income Taxes

Income (loss) before taxes, equity earnings (loss) and discontinued operations was comprised of the following:


(amounts in thousands)	2015		2014			2013
Domestic income (loss)	$	24,146	$	(125,638	)	$	(127,231	)
Foreign income		61,809		66,305			54,176

	$	85,955	$	(59,333	)	$	(73,055	)

F-29

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

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


(amounts in thousands)	2015			2014			2013
Federal	$	(14,124	)	$	(4,210	)	$	(90	)
State		731			299			(76	)
Foreign		28,289			22,013			20,185

Current taxes		14,896			18,102			20,019

Federal		(3,508	)		(323	)		(30,603	)
State		(290	)		(32	)		(3,415	)
Foreign		(16,533	)		1,195			15,141

Deferred taxes		(20,331	)		840			(18,877	)

Income tax provision (benefit) for continuing operations	$	(5,435	)	$	18,942		$	1,142
Income tax (benefit) provision for discontinued operations		—			—			(208	)

Total provision (benefit) for income taxes	$	(5,435	)	$	18,942		$	934

Reconciliation of the U.S. federal statutory income tax rate to our effective tax rate is as follows:


	2015						2014						2013
(amounts in thousands)	Amount			%			Amount			%			Amount			%
Statutory rate	$	30,085			35.0		$	(20,767	)		35.0		$	(25,569	)		35.0
State income tax, net of federal benefit		284			0.3			(3,173	)		5.3			(4,465	)		6.1
Nontaxable income		—			—			(9,424	)		15.9			(5,932	)		8.1
Nondeductible expenses		6,064			7.1			11,499			(19.4	)		10,716			(14.7	)
Deferred benefit on acquisitions		(2,919	)		(3.4	)		—			—			—			—
Tax rate differences and credits		(6,527	)		(7.6	)		(13,109	)		22.1			(3,607	)		5.0
Uncertain tax positions		11,634			13.5			—			—			—			—
Foreign source dividends		5,193			6.0			1,528			(2.6	)		6,873			(9.4	)
Valuation allowance		(38,083	)		(44.3	)		48,091			(81.1	)		13,479			(18.4	)
IRS audit adjustments		(13,079	)		(15.2	)		(4,826	)		8.2			473			(0.7	)
Prior year correction		(2,094	)		(2.4	)		—			—			—			—
Other		4,007			4.7			9,123			(15.3	)		9,174			(12.6	)

Effective rate for continuing operations	$	(5,435	)		(6.3	)	$	18,942			(31.9	)	$	1,142			(1.6	)

Effective rate including discontinued operations	$	(5,435	)		(6.4	)	$	18,942			(28.3	)	$	934			(1.4	)

The company recorded a benefit of $13.1 million and $4.8 million in 2015 and 2014, respectively, as a result of favorable audit settlements in the U.S., which allowed the use of tax attributes which previously had a valuation allowance reserve. During 2015, the company recorded the out of period correction of an income tax payable account which resulted in a benefit of $2.1 million. This correction was not deemed to be material to the current or prior periods.

F-30

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Deferred income taxes are provided for the temporary differences between the financial reporting bases and tax bases of our assets, liabilities and operating loss carryforwards. Significant deferred tax assets and liabilities, included in other assets and deferred credits and other liabilities, respectively, in the accompanying unaudited consolidated balance sheets are as follows:


(amounts in thousands)	2015			2014
Allowance for doubtful accounts and notes receivable	$	1,122		$	739
Employee benefits and compensation		70,895			75,046
Net operating loss and tax credit carryforwards		319,195			345,663
Deferred credits		10,523			5,239
Accrued liabilities and other		17,653			18,720

Gross deferred tax assets		419,388			445,407
Valuation allowance		(318,480	)		(361,470	)

Deferred tax assets		100,908			83,937

Depreciation and amortization		(88,439	)		(82,089	)
Investments and marketable securities		(3,225	)		(9,535	)
Inventory		(2,018	)		(7,701	)
Other		(976	)		4,938

Deferred tax liabilities		(94,658	)		(94,387	)

Net deferred tax asset (liability)	$	6,250		$	(10,450	)

Balance sheet presentation
Current asset	$	—		$	10,236
Long-term asset		21,698			4,105
Current liability		—			(2,853	)
Long-term liability		(15,448	)		(21,938	)

Net deferred tax asset (liability)	$	6,250		$	(10,450	)

As noted in Note 1 – Summary of Significant Accounting Policies , in 2015, we adopted ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes which requires all deferred tax liabilities and assets be classified as long-term on the accompanying consolidated balance sheets.

Impact of Divestitures and Acquisitions – As discussed in Note 2 – Acquisitions , we completed four acquisitions in fiscal 2015 that had an immaterial impact on our income tax assets and liabilities. In 2013 we disposed of our interest in our wholly-owned U.S. subsidiaries AmeriTitle, Inc., JELD-WEN 1031, Inc. and Escrow Data Processing Company. The transactions were treated as stock sales for tax purposes. Our provision for income taxes in 2013 reflected a reduction of net deferred tax liabilities of $2.9 million and a tax benefit of $1.7 million as a result of these divestitures.

Valuation Allowance – The realization of deferred tax assets is based on historical tax positions and estimates of future taxable income. We evaluate both the positive and negative evidence that we believe is relevant in assessing whether we will realize the deferred tax assets. A valuation allowance is recorded when it is more likely than not that some portion of the deferred tax assets will not be realized.

Our valuation allowance was $318.5 million as of December 31, 2015, which represents a decrease of $43.0 million from at December 31, 2014 and was allocated to continuing operations. The decrease was primarily the result of (i) the release of $19.6 million of valuation allowances associated with net operating loss

F-31

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

carryforwards primarily for our foreign subsidiaries in France and Malaysia as we concluded that it was more likely than not that the deferred tax assets will be realized at December 31, 2015, (ii) the establishment of $4.2 million in valuation allowances for our Dooria foreign subsidiary in Norway, and (iii) the utilization of $24.3 million of deferred tax assets primarily in the U.S. and the United Kingdom during the year ended December 31, 2015 (which reduces the valuation allowance to the extent of the utilization of deferred tax assets). As a result, we now have a deferred tax asset in France of $16.1 million for which we have not provided a valuation allowance due to an indefinite carryforward period. We expect to utilize the deferred tax asset in France over a period of 25 years. Further, the dissolution of JELD-WEN Polska, Sp. z.o.o. and the merger of JELD-WEN of Europe, BV and JELD-WEN A/S, has resulted in the elimination of the deferred tax assets of these entities and the related valuation allowances. As of December 31, 2015, valuation allowances have primarily been provided on operating losses and basis differences of JELD-WEN of Canada, Ltd., JELD-WEN UK, Ltd., RJAC, Ltd., JELD-WEN Australia Pty, Ltd., Dooria Norge AS, and Dooria AS, as well as U.S. Federal and state deferred taxes exclusive of indefinite lived assets, in the amounts of $2.3 million, $41.4 million, $0.9 million, $6.2 million, $3.3 million, $0.9 million, $214.0 million and $49.2 million, respectively.

The remaining valuation allowances are provided for other subsidiary net operating losses and deferred tax assets, excluding indefinite lived assets, since their realization is dependent on the likelihood of these subsidiaries generating future taxable income. We expect to maintain the valuation allowances required in the locations for which we have currently provided.

The following is the activity in our valuation allowance for the year ended December 31, 2015, 2014 and 2013, respectively (in thousands):


(amounts in thousands)	2015			2014			2013
Balance at beginning of period	$	(361,470	)	$	(296,480	)	$	(277,810	)
Valuation allowances established		(4,381	)		(3,963	)		(18,066	)
Changes to existing valuation allowances		24,302			(71,412	)		(557	)
Release of valuation allowances		19,612			2,321			17
Currency translation		3,457			8,064			(64	)

Balance at end of period	$	(318,480	)	$	(361,470	)	$	(296,480	)

Valuation allowances included in discontinued operations were $7.8 million, $7.0 million and $8.1 million for the years ended December 31, 2015, 2014 and 2013, respectively and are excluded from the table above.

Loss Carryforwards – We reduced our income tax payments by utilizing net operating loss carryforwards of $123.8 million in 2015, $27.1 million in 2014 and $8.6 million in 2013. At December 31, 2015, our federal, state and foreign net operating loss carryforwards totaled $1,705.8 million, of which $205.0 million does not expire and the remainder expires as follows (amounts in thousands):


2016	$	5,113
2017		2,609
2018		3,913
2019		6,052
Thereafter		1,483,162

	$	1,500,849

We did not utilize capital loss carryforwards in 2015, 2014 or 2013. At December 31, 2015, our capital loss carryforwards totaled $24.6 million of which $21.7 million are foreign and do not expire, and $2.9 million are state carryforwards of which $2.9 million expires in 2016 and $0.1 million expires in 2025.

F-32

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Section 382 Net Operating Loss (“NOL”) Limitation – On October 3, 2011, we had a change in ownership pursuant to Section 382 of the Internal Revenue Code of 1986 as amended (“Code”). Under this provision of the Code, the utilization of any of our NOL carryforward, incurred prior to the date of ownership change, may be limited during any particular year. A Section 382 analysis completed in 2012 indicated no reason to believe the annual loss limitation would result in an expiration of our NOL carryforward. We believe this to be the case for 2015 as well. The 2012 acquisition of CM Holdings, Inc. (“CMI”) included a cumulative NOL of $28.0 million. This loss is subject to the same limitations but performed on a separate basis under Section 382. We have concluded the limitation under Section 382 will not prevent us from fully utilizing the CMI NOL. As part of the current year acquisitions, we acquired the historical net operating losses of the entities in the amounts of $24.7 million. We have concluded the limitation under Section 382 will not prevent us from fully utilizing these historical net operating losses.

Tax Credit Carryforwards – Our tax credit carryforwards expire as follows:


(amounts in thousands)	Expires 2035			Expires 2034			Expires 2033			Expires 2032			Expires 2031			Expires 2030			Expires 2029			Expires 2025			Expires 2024			Expires 2023			Expires Various
AMT	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	(707	)
EZ Credit		—			—			—			—			—			—			(68	)		—			—			—			—
R & E credit		(595	)		(641	)		(656	)		(600	)		(586	)		(590	)		(552	)		—			—			—			—
Foreign tax credit		—			—			—			—			—			—			—			(5,413	)		(3,514	)		(6,030	)		(43,813	)
Credit for Employer SS and Medicare Taxes Paid		—			(16	)		(15	)		(14	)		(14	)		(13	)		(13	)		—			—			—			—
Work Opportunity & Welfare to Work Credit		(387	)		(1,524	)		(915	)		(322	)		(449	)		(179	)		(122	)		—			—			—			—

		$(982)		$	(2,181	)	$	(1,586	)	$	(936	)	$	(1,049	)	$	(782	)	$	(755	)	$	(5,413	)	$	(3,514	)	$	(6,030	)	$	(44,520	)

Earnings of Foreign Subsidiaries – We have not provided U.S. income or foreign withholding taxes on cumulative undistributed earnings of certain foreign subsidiaries of approximately $368.5 million. Our intention is to reinvest these earnings. Quantification of the potential deferred tax liability, if any, associated with indefinitely reinvested earnings is not practical.

Dual-Rate Jurisdiction – Estonia taxes the corporate profits of resident corporations at different rates depending upon whether the profits are distributed. The undistributed profits of resident corporations are exempt from taxation while any distributed profits are subject to a 20% corporate income tax rate. The liability for the tax on distributed profits is recorded as an income tax expense in the period in which we declare the dividend. This tax must be remitted to the local tax authorities by the tenth day of the month following the month of the dividend distribution. The amount of retained earnings at December 31, 2015 and 2014 which, if distributed, would be subject to this tax was $63.5 million and $63.9 million, respectively.

Tax Payments and Balances – We made tax payments of $9.1 million in 2015, $24.8 million in 2014 and $29.4 million in 2013 primarily for foreign liabilities. We received tax refunds of $15.5 million in 2015, $0.6 million in 2014 and $9.1 million in 2013 primarily related to U.S. federal tax. We recorded receivables for U.S. federal, foreign and state refunds of $6.9 million at December 31, 2015 and $8.4 million at December 31, 2014 which is included in other current assets on the accompanying consolidated balance sheets. We recorded payables for U.S. federal, foreign and state taxes of $12.8 million at December 31,

F-33

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

2015 and $16.8 million at December 31, 2014 which is included in accrued income taxes payable in the accompanying consolidated balance sheets.

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


(amounts in thousands)	2015		2014		2013
Balance at beginning of period	$	—	$	—	$	—
Increase for tax positions taken during the prior period		786		—		—
Increase for tax positions taken during the current period		10,848		—		—

Balance at end of period	$	11,634	$	—	$	—

As of December 31, 2014 and 2013, we had no unrecognized tax benefits. Interest and penalties related to uncertain tax positions are reported as a component of tax expense. There were no interest or penalties recorded for the periods ended December 31, 2015, 2014 and 2013 associated with uncertain tax positions. We operate in multiple foreign tax jurisdictions and are generally open to examination for tax years 2012 and forward.

The current year uncertain tax positions are due to changes in the manner in which we manage our manufacturing capacity and the distribution and sale of our products in Europe. The reorganization of our Europe segment was part of our review of our operations structure and management that began in 2014 and resulted in changes in taxable income for certain of our subsidiaries within that reportable segment. Effective January 1, 2015, our subsidiary JELD-WEN U.K. Limited (the “Managing Subsidiary”) entered into an agreement (the “Managing Agreement”) with several of our other subsidiaries in Europe (collectively, the “Operating Subsidiaries”). The Managing Agreement provides that the Managing Subsidiary will receive a fee from the Operating Subsidiaries in exchange for performing various management and decision-making services for the Operating Subsidiaries. As a result, the Managing Agreement shifts certain risks (and correlated benefits) from the Operating Subsidiaries to the Managing Subsidiary. In exchange, the Managing Subsidiary guarantees a specific return to each Operating Subsidiary on a before interest and taxes basis, commensurate with such Operating Subsidiary’s functions and risk profile. While there is no impact on the consolidate reporting of the Europe segment due to the Managing Agreement, there may be changes in taxable income of the Operating Subsidiaries. Therefore, we have reserved for a potential loss resulting from such uncertainty.

Note 20. Segment Information

We report our segment information in the same way that management internally organizes its business for assessing performance and making decisions regarding allocation of resources in accordance with the ASC 280-10 - Segment Reporting . We have determined that we have three reportable segments, organized and managed principally by geographic region. Our reportable segments consist of North America, Europe, and Australasia. We report all other business activities in Corporate and unallocated costs. Factors considered in determining the three reportable segments include the nature of business activities, the management structure directly accountable to the chief operating decision maker (CODM) for operating and administrative activities, availability of discrete financial information and information presented to the CODM. Management reviews net revenues and Adjusted EBITDA (as defined below) to evaluate segment performance and allocate resources. We define Adjusted EBITDA as net income (loss), as adjusted for the following items: loss (income) from discontinued operations, net of tax; gain (loss) on sale of discontinued operations, net of tax; equity (earnings) loss of non-consolidated entities; income tax (expense) benefit;

F-34

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

depreciation and intangible amortization; interest expense, net; impairment and restructuring charges; gain on sale of property and equipment; share-based compensation expense; non-cash foreign exchange transaction/translation income (loss); other noncash items; other items; and costs related to debt restructuring, debt refinancing, and the Onex investment.

The following tables set forth certain reportable segment information relating to our operations for the years ended December 31, 2015, 2014 and 2013:


(amounts in thousands)	North America			Europe			Australasia			Total Segments			Corporate and Unallocated Costs			Total Consolidated
2015:
Total net revenues	$	2,061,194		$	996,753		$	402,721		$	3,460,668		$	—		$	3,460,668
Elimination of intersegment net revenues		(45,479	)		(739	)		(33,390	)		(79,608	)		—			(79,608	)

Net revenues from external customers	$	2,015,715		$	996,014		$	369,331		$	3,381,060		$	—		$	3,381,060

Depreciation and amortization	$	61,165		$	25,296		$	5,697		$	92,158		$	3,038		$	95,196
Impairment and restructuring charges		7,113			13,089			317			20,519			823			21,342
Adjusted EBITDA		201,660			99,540			40,453			341,653			(30,667	)		310,986

Capital expenditures		35,721			25,572			14,049			75,342			2,345			77,687
Segment assets	$	1,057,056		$	725,604		$	257,496		$	2,040,156		$	142,217		$	2,182,373

2014:
Total net revenues	$	2,041,595		$	1,110,692		$	444,867		$	3,597,154		$	—		$	3,597,154
Elimination of intersegment net revenues		(51,974	)		(2,302	)		(35,672	)		(89,948	)		—			(89,948	)

Net revenues from external customers	$	1,989,621		$	1,108,390		$	409,195		$	3,507,206		$	—		$	3,507,206

Depreciation and amortization	$	58,268		$	30,365		$	7,219		$	95,852		$	4,174		$	100,026
Impairment and restructuring charges		22,392			4,080			1,156			27,628			10,760			38,388
Adjusted EBITDA		114,086			100,570			40,783			255,439			(25,590	)		229,849

Capital expenditures		26,463			31,123			11,088			68,674			2,172			70,846
Segment assets	$	1,035,303		$	773,765		$	260,813		$	2,069,881		$	114,178		$	2,184,059

2013:
Total net revenues	$	2,024,944		$	1,072,103		$	448,082		$	3,545,129		$	—		$	3,545,129
Elimination of intersegment net revenues		(50,487	)		(851	)		(37,252	)		(88,590	)		—			(88,590	)

Net revenues from external customers	$	1,974,457		$	1,071,252		$	410,830		$	3,456,539		$	—		$	3,456,539

Depreciation and amortization	$	62,225		$	30,883		$	6,539		$	99,647		$	5,003		$	104,650
Impairment and restructuring charges		15,463			23,523			48			39,034			2,970			42,004
Adjusted EBITDA		49,920			94,102			34,222			178,244			(25,034	)		153,210

Capital expenditures		46,385			16,924			20,407			83,716			1,973			85,689
Segment assets	$	1,105,418		$	846,789		$	268,736		$	2,220,943		$	69,954		$	2,290,897

F-35

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Reconciliations of pre-tax net income (loss) to Adjusted EBITDA for the years ended 2015, 2014 and 2013 are as follows:


(amounts in thousands)	2015			2014			2013
Income (loss) before taxes, equity earnings and discontinued operations	$	85,955		$	(59,333	)	$	(73,055	)
Depreciation and amortization		95,196			100,026			104,650
Interest expense, net		60,632			69,289			71,362
Impairment and restructuring charges ^(a)		31,031			38,645			44,413
Gain on sale of property and equipment		(416	)		(23	)		(3,039	)
Share-based compensation expense		15,620			7,968			5,665
Non-cash foreign exchange transaction/translation income (loss)		2,697			(528	)		(4,114	)
Other non-cash items ^(b)		1,141			2,334			(68	)
Other items ^(c)		18,893			20,278			7,284
Costs relating to debt restructuring, debt refinancing and the Onex Investment ^(d)		237			51,193			112

Adjusted EBITDA	$	310,986		$	229,849		$	153,210

(a)

Impairment and restructuring charges above include charges of $9,687, $257, and $2,409 relating to inventory or the manufacturing of our products that are included in cost of sales in the years ended December 31, 2015, 2014, and 2013, respectively, in the accompanying consolidated statements of operations.

(b)	Other non-cash items include, among other things, charges relating to inventory of $893, $2,496, and $0 in the years ended December 31, 2015, 2014, and 2013, respectively.

(c)

Other items not core to business activity include: (i) in the year ended December 31, 2015, (1) $11,446 payment to holders of vested options and restricted shares in connection with the July 2015 dividend, (2) $5,510 related to a United Kingdom legal settlement, (3) $1,825 in acquisition costs, (4) $1,833 of recruitment costs related to the recruitment of executive management employees, and (5) $1,082 of legal costs related to non-core property disposal, partially offset by (6) $5,678 of realized gain on foreign exchange hedges related to an intercompany loan; (ii) in the year ended December 31, 2014, (1) $5,000 legal settlement related to our ESOP plan, (2) $3,657 of legal costs associated with non-core property disposal, (3) $3,443 production ramp-down costs, (4) $2,769 of consulting fees in Europe, (5) $1,250 of pre-acquisition costs related to the acquisition of CraftMaster Manufacturing Inc., or “CMI”; and (iii) in the year ended December 31, 2013, (1) $2,869 of cash costs related to the delayed opening of our new Louisiana facility, (2) $774 of legal costs associated with non-core property disposal, (3) $582 related to the closure of our Marion, North Carolina facility, and (4) $458 of acquisition-related costs.

(d)	Included in the year ended December 31, 2014 is a loss on debt extinguishment of $51,036 associated with the refinancing of our 12.25% secured notes.

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


(amounts in thousands)	2015		2014		2013
Net revenues by location of external customer
Canada	$	234,017	$	320,790	$	299,619
U.S.		1,740,303		1,630,503		1,630,024
South America (including Mexico)		38,422		39,711		39,928
Europe		1,020,073		1,124,179		1,093,949
Australia		345,523		390,850		393,045
Africa and other		2,722		1,173		(26	)

Total	$	3,381,060	$	3,507,206	$	3,456,539

F-36

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Geographic information regarding property, plant, and equipment which exceed 10% of consolidated property, plant, and equipment used in continuing operations is as follows for the years ended December 31:


(amounts in thousands)	2015		2014		2013

North America:
United States	$	418,795	$	447,073	$	472,979
Other		24,500		30,914		35,658

		443,295		477,987		508,637

Europe		164,419		174,597		195,916

Australasia:
Australia		81,992		80,490		84,759
Other		8,543		9,514		8,829

		90,535		90,004		93,588

Corporate:
United States		22,594		12,541		16,212

		22,594		12,541		16,212

Total property and equipment, net	$	720,843	$	755,129	$	814,353

Note 21. Convertible Preferred Shares

We have the authority to issue up to 8,750,000 shares of preferred stock, of which 8,749,999 are designated as Series A Convertible Preferred Stock (“Series A Stock”) and one share is designated as Series B Preferred Stock (“Series B Stock”). At December 31, 2015 and December 31, 2014, we had 3,974,525 Series A Shares and one Series B Share issued and outstanding. The single share of Series B Stock was issued to Onex Partners for $1,000 in September 2013.

The rights, powers, privileges and restrictions granted to and imposed on the preferred stock were as follows:

Liquidation or Sale Preference – In the event of liquidation or sale of the Company, the proceeds will first be distributed to the holder of the Series B Stock ($1,000), then to the holders of Series A Stock in an amount per share equal to the Equity Constant, then to holders of common stock in an amount per share equal to the Equity Constant, with any remainder to holders of common stock and Series A Stock on an as-converted to common stock basis. Due to the conversion of the balance of the Onex bridge loan to Series A Preferred Stock in 2013, we amended our articles of incorporation to change the Equity Constant to be $206.72 which applies to all conversions of accrued and unpaid Series A Stock dividends, except that the Series A Stock unpaid dividends that accrued prior to April 30, 2013, the date the Onex bridge loan matured, as compounded, will be converted using the original Equity Constant of $239.51.

Dividend – The Series A Stock has a preferred annual dividend of 10% per annum on the Equity Constant, with the Equity Constant being $239.51 for dividends accruing prior to April 30, 2013. The cumulative dividends accrue continually and compound annually at the rate of 10% whether or not they have been declared and whether or not there are funds available for the payment. Preferred dividends are payable only when declared by the Board of Directors, or as discussed above under “Liquidation or Sale Preference.” The

F-37

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

holders of the 3,974,525 shares of Series A Stock (5,245,494 as-converted common shares) received $272.8 million through participation in the $52.00 per share of Common Stock distribution (see Note 22 – Equity ). The Board of Directors authorized an additional distribution of $62.4 million to holders of Series A Stock representing dividends accruing between January 1, 2015 and July 31, 2015. Total distributions for holders of our Series A Stock were $335.2 million, were paid on or about July 31, 2015, and were recorded as reductions to the carrying value of the Series A Stock. Cumulative undeclared and unpaid preferred stock dividends totaled $325.0 million as of December 31, 2015 and $278.7 million as of December 31, 2014.

Voting – The holders of Series A Stock are entitled to cast a number of votes equal to the number of shares of common stock into which such shares of Series A Stock could be converted on the record date of the vote. Series A Stockholders will vote with holders of common stock as a single class upon all matters other than the election and removal of Company Directors. The holders of Series A Stock, voting as a separate class shall have the exclusive power to elect and remove Series A Stock Directors which represent four of the eleven total Company Directors. The holder of the single share of Series B Stock has exclusive power to elect and remove two Directors (“Series B Directors”). No other voting rights are granted.

Conversion Rights – Each share of Series A Stock shall be convertible at the option of the holder into a number of shares of common stock equal to the sum of one and the quotient of the Series A Stock unpaid dividends divided by the Equity Constant applicable to such accrued and unpaid dividends. If at any time after the fifth anniversary of the Series A Stock initial issuance date, the Company effects an initial public offering of its common stock, then all outstanding shares of Series A Stock shall be converted into shares of common stock at the conversion rate at such time. An initial public offering would also have to satisfy certain criteria as set forth in the Amended and Restated Articles of Incorporation.

Redemption Option – We have the option to redeem Series A Stock at any time after the sixth anniversary of the Series A Stock initial issuance date in the event that (i) we have effected a qualified public offering by no later than the fifth anniversary of the Series A Stock initial issuance date and (ii) the common stock is actively traded on an approved securities exchange with a public float of no less than $300.0 million. In the event that a public offering has not been effected, at any time after the eighth anniversary of the Series A Stock initial issuance date, we may elect to redeem all outstanding shares of the Series A Stock. The redemption price is equal to an amount, including any payment of cash dividends that results in a 25% per annum return, compounded annually, on the initial investment in Series A Stock.

Note 22. Equity

Common Stock – We have the authority to issue 22,810,000 shares of common stock (the “Total Common Stock”) of which 22,379,800 shares are designated common stock and 430,200 shares are designated as Class B-1 Common Stock. Each share of Total Common Stock (whether common stock or Class B-1 Common Stock) has the same rights, privileges, interest and attributes and is subject to the same limitations as every other share of Total Common Stock treating the Class B-1 Common Stock on an as-converted basis. Each share of Class B-1 Common Stock is convertible at the option of the holder into shares of common stock at the same ratio on the date of conversion as the first share of Series A Stock issued by the Company.

F-38

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Common stock includes the basis of shares outstanding plus amounts recorded as additional paid-in capital. A summary of activity in the number of shares outstanding is as follows:


	Common			B-1 Common
December 31, 2015
Beginning shares outstanding		1,796,119			210
Shares issued		13,121			6,071
Shares converted		135			(95	)
Shares repurchased – ESOP		(41,810	)		—
Shares repurchased – other		(146,725	)		—

Ending shares outstanding		1,620,840			6,186

December 31, 2014
Beginning shares outstanding		1,891,028			210
Shares issued		—			—
Shares repurchased – ESOP		(62,406	)		—
Shares repurchased – other		(32,503	)		—

Ending shares outstanding		1,796,119			210

Shares outstanding exclude shares issued to the Employee Benefit Trust that are considered similar to treasury shares and total 17,631 shares at both December 31, 2015 and December 31, 2014. We use the specific identification method to account for repurchased shares and charge to retained earnings any excess of the purchase price over the original issuance price, unless there is an accumulated deficit in the preceding period, in which case the entire amount of the repurchases is charged to common stock. Shares are immediately retired upon repurchase.

On January 30, 2015, our Board of Directors approved a self-tender offer to purchase up to $40.0 million worth of common stock at a price of $220.00 per share. The tender offer was initiated on January 30, 2015, and on March 6, 2015, we repurchased our common stock for $32.3 million.

On July 28, 2015, our Board of Directors authorized a distribution of $52.00 per share of common stock in which the Series A Stock and Class B-1 Common Stock would participate on an as-converted basis. The record date for the distribution was June 30, 2015 and totaled $84.9 million for holders of our common stock and Class B-1 Common Stock. We applied distributions totaling $14.4 million against principal and accrued interest on outstanding employee and director notes. Participating in the distribution were 1,608,893 common shares and 4,789 B-1 common shares (7,112 as-converted common shares). The distributions were paid on or about July 31, 2015.

In October of 2015, we issued 7,680 shares of common stock valued at $2.0 million as part of the consideration paid for the purchase of certain assets and liabilities of LaCantina (See Note 2 – Acquisitions ).

Note 23. Earnings (Loss) Per Share

Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is calculated by adjusting weighted average shares outstanding for the dilutive effect of common share equivalents outstanding for the period, determined using the treasury-stock method. For purposes of the diluted net loss per share calculation, Series A Stock, Common Stock Options,

F-39

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Class B-1 Common Stock Options, and unvested Common Restricted Stock Units are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive and therefore, basic and diluted net loss per share were the same for all periods presented.

The basic and diluted earnings per share calculations for the years ended December 31, 2015, 2014 and 2013 are presented below (in thousands, except share and per share amounts).


	2015			2014			2013
Income (loss) from continuing operations	$	91,390		$	(78,275	)	$	(74,197	)
Equity earnings (loss) of non-consolidated entities		2,384			(447	)		943

Income (loss) from continuing operations and equity earnings (loss) of non-consolidated entities		93,774			(78,722	)		(73,254	)
Undeclared Series A Convertible Preferred Stock dividends		(46,234	)		(100,034	)		(88,799	)
Series A Convertible Preferred Stock dividends paid		(62,418	)		—			—
Distributions on Series A Convertible Preferred Stock		(272,766	)		—			—

Loss attributable to common shareholders from continuing operations		(287,644	)		(178,756	)		(162,053	)

Loss from discontinued operations, net of tax		(2,856	)		(5,387	)		(5,863	)
Gain on sale of discontinued operations, net of tax		—			—			10,711

(Loss) income from discontinued operations, net of tax		(2,856	)		(5,387	)		4,848

Net loss attributable to common shareholders	$	(290,500	)	$	(184,143	)	$	(157,205	)

Weighted average outstanding shares of common stock basic and diluted		1,663,273			1,858,187			1,919,445
Basic and diluted loss per share
Loss from continuing operations	$	(172.97	)	$	(96.21	)	$	(84.45	)
(Loss) income from discontinued operations		(1.71	)		(2.90	)		2.53

Net loss	$	(174.68	)	$	(99.11	)	$	(81.92	)

Class B-1 Common Stock is considered a participating security as defined by ASC 260. However, because the effect of utilizing the two-class method to allocate earnings to the approximately 5,623, 278 and 129 weighted average shares of Class B-1 Common Stock outstanding on an as-converted basis for the years ended December 31, 2015, 2014 and 2013, respectively has an immaterial effect on the loss per share, we have elected to forgo the two-class method and separate presentation of loss per share for each participating class of common stock.

The following table provides the securities that could potentially dilute basic earnings per share in the future, but were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive:


	2015		2014		2013
Series A Convertible Preferred Stock		3,974,525		3,974,525		3,974,525
Common Stock Options		171,998		173,048		142,340
Class B-1 Common Stock Options		308,738		284,848		213,350

F-40

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

In addition, unvested restricted stock units of 34,403, 14,376, and 0 as of December 31, 2015, 2014, and 2013, respectively, have not been included as the vesting conditions have not been satisfied as of the respective period end.

Note 24. Stock Compensation

In December 2011, we adopted a stock incentive plan for the benefit of our employees, affiliate employees and key non-employees. In 2014, the plan was amended and allows us to offer common options, B-1 common options and common restricted stock units (RSUs). Under the amended plan, we can award up to an aggregate of 251,000 common shares and 430,200 B-1 common shares. The stock incentive plan provides for accelerated vesting of awards upon the occurrence of certain events.

Share-based compensation expense included in selling, general and administrative expenses totaled $27.4 million in 2015, $8.8 million in 2014 and $5.7 million in 2013. There were no material related tax benefits for the years 2015, 2014 and 2013. As of December 31, 2015, there were $38.6 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 2.5 years.

During the third quarter of 2015, we recorded $11.4 million of share-based compensation associated with payments to participants of our stock incentive plan. These payments consisted of $52.00 per vested common option and $77.22 per vested B-1 common option and $52.00 per restricted stock unit. In addition, we modified the terms of unvested options, reducing the exercise prices by $52.00 and $77.22 for common and B-1 common options respectively resulting in additional share-based compensation expense of $3.6 million in 2015. The weighted average exercise price at September 26, 2015 was $156.60 after the modification. Key assumptions used in valuing the option modification were as follows:


Expected volatility range			36.02% to 51.19%
Expected preferred stock dividend rate			10.0%
Weighted average term (in years)			1.60 to 5.72
Risk free rate			0.54% to 1.75%

Stock Options – Generally, stock option awards vest ratably each year on the anniversary date over a 2 to 5 year period, have an exercise term of 10 years and any vested options must be exercised within 90 days of the employee leaving the Company. The compensation cost of option awards is charged to expense based upon the graded-vesting method over the vesting periods applicable to the option awards. The graded-vesting method provides for vesting of portions of the overall awards at interim dates and results in greater vesting in earlier years than the straight-line method.

On September 30 of each year, or as events warrant, we calculate the fair value of common and B-1 common options using multiple Black-Scholes option valuation models and use this estimated fair value for options issued in the succeeding twelve months. Expected volatilities are based upon a selection of public guideline companies. The risk-free rate was based upon U.S. Treasury rates.

Key assumptions used in the valuation models were as follows:


	2015	2014	2013
Expected volatility	36.0 - 58.3%	54.0 - 62.6%	55.7%
Expected preferred stock dividend rate	10.0%	10.0%	10.0%
Weighted average term (in years)	1.6 - 6.2	2.0 - 7.3	2.0 - 8.3
Weighted average grant date fair value	$263.32	$108.92	$90.13
Risk free Rate	0.54 - 1.84%	0.33 - 1.77%	0.33%

F-41

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

The following table represents stock option activity from January 1, 2013 to December 31, 2015:


	Shares			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contract Term in Years
Outstanding at January 1, 2013		323,210		$	240.67		8.8
Granted		84,499			257.27
Exercised		(1,638	)		239.51
Forfeited		(50,381	)		240.68

Balance at December 31, 2013		355,690		$	245.53		8.3
Granted		265,131			211.14
Forfeited		(162,925	)		242.71

Balance at December 31, 2014		457,896		$	226.62		8.4
Granted		98,950			325.56
Exercised		(8,697	)		235.54
Forfeited		(67,413	)		224.04

Balance at December 31, 2015		480,736		$	209.70		7.9

Exercisable at December 31, 2015		176,879		$	220.58		6.7

RSUs – RSUs are subject to the continued employment of the recipient through the vesting date, which is generally 30 to 48 months from issuance. Once vested, the recipient will receive one share of common stock for each restricted stock unit. The grant-day fair value per share used for RSUs was determined using the aggregate value of our common equity, as determined by a third-party valuation firm, as of the most recent calendar quarter-end and applying a 20% discount based upon reflecting the differential economic rights and preferences of the Preferred or the ESOP common shares relative to the common shares, with that amount rounded down to the nearest whole percent. We apply this grant-day fair value per share to the total number of shares that we anticipate will fully vest and amortize the fair value to compensation expense over the vesting period using the straight-line method.


	Shares			Weighted Average Grant-Day Fair Value Per Share
Outstanding January 1, 2015		14,376		$	159.35
Granted		22,440			258.36
Vested		(2,125	)		159.35
Forfeited		(288	)		260.41

Balance at December 31, 2015		34,403		$	223.09

Note 25. Impairment and Restructuring Charges of Continuing Operations

Closure costs and impairment charges for operations not qualifying as discontinued operations are classified as impairment and restructuring charges in our consolidated statements of operations. We review our operations to identify those not meeting our minimum profitability or return on investment levels. Upon identifying such a location we performed a strategic evaluation and a decision was made to fix, close or sell the operation.

F-42

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

In 2015, we recorded $13.4 million of impairment and restructuring charges in Europe, including $11.4 million related to the restructuring of our French operations. In addition, we recorded charges of $2.0 million related to consolidation of our fiber door skin designs. We also fully impaired an equity investment and related notes receivable totaling $1.5 million. The remaining costs of $4.4 million are mainly related to personnel restructuring.

In 2014, we recorded $7.1 million of impairment charges primarily related to facility closures, excess real estate and manufacturing process changes. We also recorded $13.7 million of severance costs related primarily to executive and other administrative management restructuring and $8.6 million for one-time payments related to the restructuring of our management incentive plan, which was revised to decrease the number of participants. In addition, we recorded restructuring charges of $3.3 million for lease termination and other costs related to the relocation and downsizing of our aviation department, $2.0 million for process reengineering and $3.6 million of other charges.

In 2013, we recorded restructuring charges related to our former door manufacturing subsidiary in Spain of $15.5 million, including $12.5 million for settlement of a lawsuit seeking redundancy payments for employees. We also recorded $4.6 million in charges related to the closure of our fiber door skin manufacturing plant in North Carolina. Other charges in 2013 include $9.7 million for closure costs of several other facilities and employee restructuring activities, $8.3 million of impairments on miscellaneous properties, investments and other assets, and $3.9 million of other charges.

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


(amounts in thousands)	2015		2014		2013
Closed operations	$	677	$	3,229	$	6,788
Continuing operations		3,591		3,914		5,415

Total impairments		4,268		7,143		12,203
Restructuring charges, net of fair value adjustment gains		17,074		31,245		29,801

Total impairment and restructuring charges	$	21,342	$	38,388	$	42,004

F-43

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Short-term restructuring accruals are recorded in accrued expenses and totaled $6.2 million and $4.6 million as of December 31, 2015 and 2014, respectively (See Note 14 – Accrued Expenses ). Long-term restructuring accruals are recorded in deferred credits and other liabilities and totaled $2.3 million and $3.1 million as of December 31, 2015 and 2014, respectively. Following is a summary of the restructuring accruals recorded and charges incurred.


(amounts in thousands)	Beginning Accrual Balance		Additions Charged to Expense			Payments or Utilization			Ending Accrual Balance
2015
Severance and sales restructuring costs	$	7,307	$	10,493		$	(12,376	)	$	5,424
Disposal of property and equipment		—		64			(64	)		—
Other		373		6,517			(3,807	)		3,083

	$	7,680	$	17,074		$	(16,247	)	$	8,507

2014
Severance and sales restructuring costs	$	1,062	$	22,340		$	(16,095	)	$	7,307
Assets held for sale		—		364			(364	)		—
Marketing agreement termination		10,000		—			(10,000	)		—
Other		2,300		8,541			(10,468	)		373

	$	13,362	$	31,245		$	(36,927	)	$	7,680

2013
Severance and sales restructuring costs	$	2,833	$	8,335		$	(10,106	)	$	1,062
Disposal of property and equipment		—		(452	)		452			—
Assets held for sale		—		(846	)		846			—
Marketing agreement termination		20,000		—			(10,000	)		10,000
Legal settlement in Spain		—		12,481			(12,481	)		—
Other		—		10,283			(7,983	)		2,300

	$	22,833	$	29,801		$	(39,272	)	$	13,362

Note 26. Interest Expense

Interest expense is net of capitalized interest. Capitalized interest incurred during the construction phase of significant property additions totaled $0.8 million in 2015, $0.9 million in 2014 and $2.2 million in 2013. We made interest payments of $57.0 million in 2015, $74.7 million in 2014 and $65.3 million in 2013. Interest expense also includes debt issuance costs that are amortized using the effective interest method. We allocated interest expense to discontinued operations of $0.8 million in 2015, $0.7 million in 2014 and $2.6 million in 2013.

Note 27. Other Income (Expense)

Other income (expense) for the years ended December 31, 2015, 2014, and 2013 was as follows:


(amounts in thousands)	2015			2014			2013
Foreign currency gains (losses)	$	9,254		$	(1,142	)	$	5,237
Rent and finance income		2,174			2,361			1,929
Accretion expense of over market leases		(572	)		(625	)		(602	)
Gain (loss) on sale of property and equipment		487			(342	)		3,976
Legal settlement		2,421			497			1,024
Other items		356			(234	)		759

	$	14,120		$	515		$	12,323

F-44

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Note 28. Derivative Financial Instruments

All derivatives are recorded as assets or liabilities in the consolidated balance sheets at their respective fair values. For derivatives designated in hedging relationships, changes in the fair value are either offset through earnings against the change in fair value of the hedged item attributable to the risk being hedged or recognized in consolidated other comprehensive income (loss), to the extent the derivative is effective at offsetting the changes in cash flows being hedged until the hedged item affects earnings. For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized in the consolidated statements of operations. Changes in the fair value of a derivative that do not meet the criteria for designation as a fair value or cash flow hedge at inception, or fail to meet the criteria thereafter, are also recognized in the consolidated statements of operations.

Foreign currency derivatives – We are exposed to the impact of foreign currency fluctuations in certain countries in which we operate. In most of these countries, the exposure to foreign currency movements is limited because the operating revenues and expenses of our business units are substantially denominated in the local currency. To the extent borrowings, sales, purchases, revenues, expenses or other transactions are not in the local currency of the operating unit, we are exposed to currency risk. In order to mitigate the exposure, we enter into a variety of foreign currency derivative contracts, such as forward contracts, option collars and cross-currency swaps. We use foreign currency derivative contracts, with a total notional amount of $61.1 million, in order to manage the effect of exchange fluctuations on forecasted sales, purchases, acquisitions, inventory and capital expenditures and certain intercompany transactions that are denominated in foreign currencies. We use foreign currency derivative contracts, with a total notional amount of $33.3 million, to hedge the effects of translation gains and losses on intercompany loans and interest. We also use foreign currency derivative contracts, with a total notional amount of $152.8 million, to mitigate the impact to the consolidated earnings of the Company from the effect of the translation of certain subsidiaries’ local currency results into U.S. dollars. We do not use derivative financial instruments for trading or speculative purposes. Hedge accounting was not elected for any foreign currency derivative contracts. We record mark-to-market changes in the values of these derivatives in other income (expense). We recorded mark-to-market gains of $0.9 million, $5.9 million and $0.8 million in the years ended December 31, 2015, 2014 and 2013, respectively.

Interest rate swap derivatives – We are exposed to interest rate market risk in connection with our variable rate long-term debt. During the fourth quarter of 2014, we entered into interest rate swap agreements to manage this risk. The interest rate swaps mature in September 2019 and are forward-starting, with half of the $546.0 million aggregate notional amount having become effective in September 2015 and the other half becoming effective in September 2016. On July 1, 2015, we amended our $775.0 million term loan credit facility and we received an additional $480.0 million in long-term borrowings. In conjunction with the issuance of the incremental term loan debt, we entered into additional interest rate swap agreements to manage our increased exposure to the interest rate market risk associated with variable rate long-term debt. The additional interest rate swaps mature in September 2019 and are forward-starting, with half of the $426.0 million aggregate notional amount becoming effective in June 2016 and the other half becoming effective in December 2016.

F-45

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

The interest rate swap agreements are designated as cash flow hedges and will effectively change the LIBOR portion of the interest rate (or “base rate”) on a portion of the aggregate debt outstanding under our term loan credit facility at the fixed rates below:


Period	Notional (000s)		Fixed Rate
September 2015 – September 2019	$	273,000		1.997	%
September 2016 – September 2019	$	273,000		2.353	%
June 2016 – September 2019	$	213,000		2.126	%
December 2016 – September 2019	$	213,000		2.281	%

The entire pre-tax marked-to-market loss of $10.2 million relating to these interest rate contracts was recorded in consolidated other comprehensive income (loss) at December 31, 2015 as no portion was deemed ineffective. We recorded $0.7 million of interest expense deriving from the interest rate swaps that became effective in the year ended December 31, 2015.

The agreements with our counterparties contain a provision where 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 as of December 31, 2015 and 2014 are as follows:


	Asset derivatives
(amounts in thousands)	B/S Location		2015 Fair Value		2014 Fair Value
Derivatives designated as hedging instruments
Interest rate contracts		other assets	$	—	$	951

Derivatives not designated as hedging instruments
Foreign currency forward contracts		other current assets	$	6,957	$	5,695
		other assets	$	—	$	22

	Liability derivatives
	B/S Location		2015 Fair Value		2014 Fair Value
Derivatives designated as hedging instruments
Interest rate contracts		accrued expenses	$	4,353	$	—
		deferred credits and other liabilities	$	5,895	$	—

Derivatives not designated as hedging instruments
Foreign currency forward contracts		accrued expenses	$	381	$	219

Note 29. Fair Value Measurements

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

F-46

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

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

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

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

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

For the years ended December 31, 2015 and December 31, 2014, the primary financial instruments measured at fair value on a recurring basis are presented below:


	2015
(amounts in thousands)	Level 1		Level 2			Level 3		Total Fair Value
Cash equivalents	$	—	$	8,152		$	—	$	8,152
Derivative assets, recorded in other current assets		—		6,957			—		6,957
Derivative liabilities, recorded in accrued expenses		—		(10,629	)		—		(10,629	)
Pension plan assets:									—
Cash and short-term investments		—		11,517			—		11,517
U.S. Government and agency obligations		26,270		—			—		26,270
Corporate and foreign bonds		—		85,274			—		85,274
Asset-backed securities		—		3,989			—		3,989
Equity securities		174,840		—			—		174,840
Mutual funds		—		4,345			—		4,345

Total	$	201,110	$	109,605		$	—	$	310,715


	2014
(amounts in thousands)	Level 1		Level 2			Level 3		Total Fair Value
Cash equivalents	$	—	$	7,767		$	—	$	7,767
Derivative assets, recorded in other current assets		—		6,668			—		6,668
Derivative liabilities, recorded in accrued expenses		—		(219	)		—		(219	)
Pension plan assets:
Cash and short-term investments		—		8,174			—		8,174
U.S. Government and agency obligations		31,238		—			—		31,238
Corporate and foreign bonds		—		86,565			—		86,565
Asset-backed securities		—		2,571			—		2,571
Equity securities		179,790		—			—		179,790
Mutual funds		—		6,346			—		6,346

Total	$	211,028	$	117,872		$	—	$	328,900

F-47

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Derivative assets and liabilities reported in level 2 include foreign currency contracts and interest rate swaps. The fair values of the foreign currency contracts were determined using counterparty quotes based on prevailing market data and derived from their internal, proprietary model-driven valuation techniques. The fair values of the interest rate swaps are based on models using observable inputs such as relevant published interest rates. The pension plan assets consist of cash and short-term investments, corporate and foreign bonds, asset-backed securities and mutual funds which are valued by third parties who make comparison to similar assets or use quotes for the same assets in inactive markets and are included in level 2. The valuation methodologies for pension plan government bonds and equity securities are quoted prices and are included in level 1.

Our non-financial assets and liabilities that are measured at fair value on a non-recurring basis are presented below:


(amounts in thousands)	2015
	Level 1		Level 2		Level 3		Fair Value		Total Losses
Closed operations	$	—	$	—	$	747	$	747	$	497
Continuing operations		—		—		443		443		21

Total	$	—	$	—	$	1,190	$	1,190	$	518


(amounts in thousands)	2014
	Level 1		Level 2		Level 3		Fair Value		Total Losses
Continuing operations	$	—	$	—	$	1,509	$	1,509	$	(3,914	)

Total	$	—	$	—	$	1,509	$	1,509	$	(3,914	)

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

Note 30. Fair Value of Financial Instruments

As part of our normal business activities we invest in financial assets and incur financial liabilities. Our recorded financial instruments consist primarily of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, notes receivable, notes payable and fair value of derivative instruments. The fair values of these financial instruments approximate their recorded values in 2015 and 2014 due to their short-term nature, variable interest rates and mark to market accounting for derivative contracts. The fair values of fixed rate long-term receivables and debt were evaluated using a discounted cash flow analysis and using market interest rates. The fair value of long-term receivables and long-term fixed rate debt approximated carrying values at both December 31, 2015 and 2014.

Note 31. Commitments and Contingencies

Litigation – We are involved in various legal proceedings encountered in the normal course of business and accrue for loss amounts on legal matters when it is probable a liability has been incurred and an amount can be reasonably estimated. Legal judgments and estimated settlements have been included in accrued expenses in the accompanying consolidated balance sheets.

Except as noted in the legal cases described below, as of December 31, 2015, there are no current proceedings or litigation matters involving the Company or its property that we believe could have a material adverse impact on our business, financial condition, results of operations or cash flows.

F-48

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

United Kingdom (UK) – In the fourth quarter of 2012, a UK court issued an order authorizing the “re-opening” of a liquidation proceeding of a former subsidiary. As part of these proceedings and pursuant to this order, we repaid an alleged preference payment of £0.4 million ($0.6 million). The creditor also filed a lawsuit in U.S. District Court (Oregon), and included a JELD-WEN director in that suit, seeking to assess liability to the Company for any and all losses incurred as a result of the leasehold obligations which were disclaimed by the former subsidiary in the prior liquidation proceeding. The amount demanded by the creditor in the U.S. District Court action was $50.0 million. In April 2015, we reached agreement with applicable parties resulting in our recording a $17.3 million liability to the plaintiff in other accrued expenses and $11.5 million in accounts receivable from the insurance carriers and the other third party in March 2015. In June 2015, we paid $5.8 million in cash to fully settle the lawsuits in the UK and U.S. District Court.

ESOP – The JELD-WEN ESOP Plan, Administrative Committee, and individual trustees have been sued by three separate groups of former employees and members of the ESOP for alleged violations relating to the management and distribution of the ESOP funds. These matters have been pled as class actions and none of the cases have been certified. While defendants have denied these allegations, these matters have been tendered to the relevant carriers of our directors and officers insurance. In January 2015, we executed settlement agreements with applicable parties resulting in our recording $5.0 million in settlement expense in December 2014. Pursuant to the agreements, we accrued a $15.7 million liability to the plaintiffs in other accrued expenses and a $10.7 million insurance receivable in accounts receivable. In June 2015 we paid all settlement funds into an escrow account. On October 19, 2015, the court provided final approval of the settlement in all respects. The funds are expected to be distributed to claimants in 2016.

Suncadia – Prior to June 2011, we held a 66% ownership interest in Suncadia, which was our single largest real estate development project. A 30% equity interest was held by Pacific Realty Associates, L.P. and a 4% equity interest was held by Lowe Enterprises, Inc.

In December 2009, we amended our 2008 federal income tax return to claim a worthlessness deduction in the amount of $224.0 million associated with our tax basis in Suncadia and received a refund of approximately $64.0 million. The IRS challenged the timing of the worthlessness claim arguing the deduction should not be available until 2011. In April 2013, the IRS issued a notice of deficiency for the full amount of the worthlessness deduction claimed. We contested the IRS’s determination and filed a petition with the U.S. Tax Court requesting the matter be docketed for trial. On July 10, 2015, we reached a settlement on this matter with the IRS which sustained our original refund position of $64.0 million and resulted in an incremental refund including interest of $15.5 million which was received in October 2015.

Self-Insured Risk – We self-insure substantially all of our domestic business liability risks including general liability, product liability, warranty, personal injury, auto liability, workers’ compensation and employee medical benefits. Excess insurance policies from independent insurance companies generally cover exposures between $3.0 million and $250.0 million for domestic product liability risk and exposures between $0.5 million and $250.0 million for auto, general liability, personal injury and workers’ compensation. We have no stop gap coverage on claims covered by our self-insured domestic employee medical plan and are responsible for all claims thereunder. We estimate our provision for self-insured losses based upon an evaluation of current claim exposure and historical loss experience. Actual self-insurance losses may vary significantly from estimates. Our accrued liability for self-insured risks was $70.2 million at December 31, 2015 and $69.3 million at December 31, 2014.

Indemnifications – At December 31, 2015, we had commitments related to certain representations made on 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

F-49

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

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.

Performance Bonds and Letters of Credit – At times, we are required to provide letters of credit, surety bonds or guarantees to customers, vendors and others. Letters of credit are provided to certain customers and counterparties in the ordinary course of business as credit support for contractual performance guarantees, advanced payments received from customers and future funding commitments. The outstanding performance bonds and letters of credit were as follows:


(amounts in thousands)	2015		2014
Discontinued operations	$	205	$	225
Self-insurance workers’ compensation		16,426		19,483
Liability and other insurance		18,064		18,125
Legal appeals		—		4,661
Environmental		13,917		13,817
Other		10,279		10,215

	$	58,891	$	66,526

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

Environmental Contingencies – We periodically incur environmental liabilities associated with remediating our current and former manufacturing sites as well as penalties for not complying with environmental rules and regulations. We record a liability for remediation costs when it is probable that we will be responsible for such costs and the costs can be reasonably estimated. These environmental liabilities are estimated based on current available facts and present 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 in the accompanying consolidated balance sheets and totaled $0.7 million at December 31, 2015 and $1.1 million at December 31, 2014. Long-term environmental liabilities are recorded in deferred credits and other liabilities in the accompanying consolidated balance sheets and totaled $0.1 million at both December 31, 2015 and 2014.

Everett, Washington WADOE Action – In 2008, we entered into an Agreed Order with the Washington Department of Ecology (WADOE) to assess historic environmental contamination at our former manufacturing site in Everett, Washington. As part of this order, we also agreed to develop a Cleanup Action Plan (CAP) identifying remediation options and the feasibility thereof. We are currently working with WADOE to finalize our assessment and draft CAP (expected late 2015). We estimate the remaining cost to complete our assessment and develop the CAP at $0.5 million which we have fully accrued. We are working with insurance carriers who provided coverage to a previous owner and operator of the site, and at this time we cannot reasonably estimate the cost associated with any remedial action we would be required to undertake and have not provided for any remedial action in our accompanying consolidated financial statements. Should extensive remedial action ultimately be required, and if those costs are not found to be covered by insurance, the cost of remediation could have a material adverse effect on our results of operations and cash flows.

F-50

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Everett, Washington NRD Action – In November 2014, we received a letter from the Natural Resource Damage Trustee Council (NRD), a Federal Agency, regarding a potential multi-party settlement of an impending damage claim related to historic environmental contamination on a site we sold in December 2013. In September 2015 we entered into a settlement agreement where we will pay $1.2 million to settle the claim. Of the $1.2 million, the prior insurance carrier of the site has agreed to fund $1.0 million of the settlement. All amounts related the settlement are fully accrued and we do not expect to incur any significant further loss related to the settlement of this matter.

In 2015, we entered into a Consent Order and Agreement, or COA, with the Pennsylvania Department of Environmental Protection, or PaDEP, to remove a pile of wood fiber waste from our site in Towanda, Pennsylvania, which we acquired in connection with our acquisition of CMI in 2013, by using it as fuel for a boiler at that site. The COA replaced a 1995 Consent Decree between CMI’s predecessor Masonite, Inc. and PaDEP. Under the COA, we are required to achieve certain periodic removal objectives and ultimately remove the entire pile by August 31, 2022. There is currently $10.7 million in bonds posted in connection with these obligations. If we are unable to remove this pile by August 31, 2022, then the bonds will be forfeited and we may be subject to penalties by PaDEP. We currently anticipate meeting all applicable removal deadlines; however, if our operations at this site decrease and we burn less fuel than currently anticipated then we may not be able to meet such deadlines.

Service Agreements – In February 2015, we entered into a strategic servicing agreement with a third party vendor to identify and execute cost reduction opportunities. The agreement provided for a tiered fee structure directly tied to cost savings realized. This contract terminated pursuant to its own terms on December 31, 2015, and we will continue incur fees associated with this agreement based upon realized cost savings from opportunities identified during the agreement.

Employee Stock Ownership Plan – We provide cash to our U.S. ESOP plan in order to fund required distributions to participants. No additional funding for distributions is expected for 2016.

Lease Commitments – We have various operating lease agreements primarily for facilities, manufacturing equipment, airplanes and vehicles. These obligations generally have remaining non-cancelable terms extending to the year 2030. Minimum annual lease payments are as follows (amounts in thousands):


	Continuing Operations		Discontinued Operations
2016	$	30,359	$	83
2017		24,487		73
2018		17,181		38
2019		12,193		30
2020		9,276		24
Thereafter		6,027		—

	$	99,523	$	248

Rent expense from continuing operations was $35.8 million in 2015, $40.5 million in 2014 and $43.5 million in 2013. Rent expense from discontinued operations was $0.1 million in both 2015 and 2014 and $1.0 million in 2013.

F-51

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Note 32. Employee Retirement and Pension Benefits

U.S. Defined Benefit Pension Plan – Certain U.S. hourly employees participate in our defined benefit pension plan. The plan is not open to new employees. Pension expense, as recorded in the consolidated statements of operations, is determined by using weighted-average assumptions made on January 1 of each year as summarized below:


(amounts in thousands) Components of pension benefit expense – U.S. benefit plan	2015			2014			2013
Service cost	$	2,590		$	1,800		$	1,630
Interest cost		16,055			16,675			15,259
Expected return on plan assets		(21,213	)		(19,028	)		(16,506	)
Amortization of net actuarial pension loss		12,803			7,609			16,608

Pension benefit expense	$	10,235		$	7,056		$	16,991

Discount rate		3.75%			4.75%			3.75%
Expected long-term rate of return on assets		7.00%			7.00%			7.00%
Compensation increase rate		N/A			N/A			N/A

The new mortality tables published by the Society of Actuaries were adopted in 2014 and represent our best estimate of future experience. We developed the discount rate based on the plan’s expected benefit payments using the December 31, 2015 Citigroup Pension Discount Curve. Based on this analysis, we selected a 3.75% discount rate. As the discount rate is reduced or increased, the pension obligation would increase or decrease, respectively, and future pension expense would increase or decrease, respectively.

Pension benefit expense from amortization of net actuarial pension loss is estimated to be $12.4 million in 2016.

We maintain policies for investment of pension plan assets. The policies set forth stated objectives and a structure for managing assets, which includes various asset classes and investment management styles that, in the aggregate, are expected to produce a sufficient level of diversification and investment return over time and provide for the availability of funds for benefits as they become due. The policies also provide guidelines for each investment portfolio that control the level of risk assumed in the portfolio and ensure that assets are managed in accordance with stated objectives. The plan invests primarily in publicly-traded equity and debt securities as directed by the plan’s investment committee. The pension plan’s expected return assumption is based on the weighted average aggregate long-term expected returns of various actively managed asset classes corresponding to the plan’s asset allocation. We have selected an expected return on plan assets based on a historical analysis of rates of return, our investment mix, market conditions and other factors. The fair value of plan assets decreased in 2015 and increased 2014 due primarily to investment returns and contributions in excess of benefit payments.


(amounts in thousands) Change in fair value of plan assets – U.S. benefit plan	2015			2014
Balance at beginning of period	$	300,183		$	265,176
Actual return on plan assets		(4,877	)		34,598
Company contribution		14,320			16,577
Benefits paid		(14,027	)		(14,432	)
Administrative expenses paid		(2,544	)		(1,736	)

Balance at end of period	$	293,055		$	300,183

F-52

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

The plan’s investments are summarized below:


	% of Plan Assets
Summary of plan investments – U.S. benefit plan	2015		2014
Equity securities		58.5		59.1
Debt securities		37.1		38.2
Other		4.4		2.7

		100.0		100.0

The plan’s projected benefit obligation is determined by using weighted-average assumptions made on December 31 of each year as summarized below:


(amounts in thousands) Change in projected benefit obligation – U.S. benefit plan	2015			2014
Balance at beginning of period	$	433,790		$	358,394
Service cost		2,590			1,800
Interest cost		16,055			16,674
Actuarial (gain) loss		(43,405	)		73,090
Benefits paid		(14,027	)		(14,432	)
Administrative expenses paid		(2,544	)		(1,736	)

Balance at end of period	$	392,459		$	433,790

Discount rate		4.25%			3.75%
Compensation increase rate		N/A			N/A

As of December 31, 2015, the plan’s estimated benefit payments for the next ten years are as follows (amounts in thousands):


2016	$	14,314
2017		14,987
2018		15,669
2019		16,532
2020		17,386
2021-2025		99,401

The Plan currently exceeds the Pension Protection Act of 2006 guidelines, and expects to be in excess of the guidelines in the near future, therefore, no future contributions are required, however, we expect to contribute $10.0 million to the Plan in 2016.

F-53

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

The plan’s accumulated benefit obligation of $392.5 million is determined by taking the projected benefit obligation and removing the impact of the assumed compensation increases. The plan’s funded status as of December 31, 2015 and December 31, 2014 is as follows:


(amounts in thousands) Unfunded pension liability – U.S. benefit plan	2015			2014
Projected benefit obligation at year-end	$	392,459		$	433,790
Fair value of plan assets at year-end		(293,055	)		(300,183	)

Unfunded pension liability		99,404			133,607
Current portion		(10,000	)		(18,415	)

Long-term unfunded pension liability	$	89,404		$	115,192

The current portion of the unfunded pension liability is recorded in accrued payroll and benefits and is equal to the expected employer contributions in the following year.

Net actuarial pension losses are recorded in consolidated other comprehensive income (loss) as follows:


(amounts in thousands) Accumulated other comprehensive income (loss) – U.S. benefit plan	2015			2014			2013
Net actuarial pension loss beginning of year	$	160,170		$	110,258		$	198,233
Amortization of net actuarial loss		(12,803	)		(7,608	)		(16,608	)
Net (gain) loss occurring during year		(17,315	)		57,520			(71,367	)

Net actuarial pension loss at year-end		130,052			160,170			110,258
Tax benefit		(15,041	)		(15,041	)		(15,041	)

Net actuarial pension loss at year-end, net of tax	$	115,011		$	145,129		$	95,217

Non-U.S. Defined Benefit Plans – We have several other defined benefit plans located outside the U.S. that are country specific. Some of these plans remain open to participants and others are closed. The expenses related to these plans are recorded in the consolidated statements of operations and are determined by using weighted-average assumptions made on January 1 of each year as summarized below.


(amounts in thousands) Components of pension benefit expense – Non-U.S. benefit plans	2015			2014
Service cost	$	4,821		$	5,718
Interest cost		970			1,332
Expected return on plan assets		(871	)		(979	)
Amortization of net actuarial pension loss		334			98

Pension benefit expense	$	5,254		$	6,169

Discount rate		0.7 – 9.0%			0.9 – 8.5%
Expected long-term rate of return on assets		0.0 – 5.3%			0.0 – 6.5%
Compensation increase rate		0.5 – 7.0%			2.0 – 7.0%

F-54

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Non-U.S. pension benefit expenses from amortization of net actuarial pension losses are estimated to be $0.8 million in 2016.


(amounts in thousands) Change in fair value of plan assets – Non-U.S. benefit plans	2015			2014
Balance at beginning of period	$	14,501		$	17,382
Actual return on plan assets		603			(859	)
Company contribution		500			828
Benefits paid		(843	)		(1,357	)
Administrative expenses paid		(23	)		(74	)
Cumulative translation adjustment		(1,558	)		(1,419	)

Balance at end of period	$	13,180		$	14,501

The investments of the non-U.S. plans are summarized below:


	% of Plan Assets
Summary of plan investments – Non-U.S. benefit plans	2015		2014
Equity securities		45.9		49.0
Debt securities		22.2		21.3
Other		31.9		29.7

		100.0		100.0

The projected benefit obligation for the non-U.S. plans is determined by using weighted-average assumptions made on December 31 of each year as summarized below:


(amounts in thousands) Change in projected benefit obligation – Non-U.S. benefit plans	2015			2014
Balance at beginning of period	$	33,411		$	36,631
Service cost		1,284			1,537
Interest cost		970			1,332
Actuarial (gain) loss		(183	)		832
Benefits paid		(2,947	)		(2,543	)
Administrative expenses paid		(355	)		(74	)
Cumulative translation adjustment		(2,954	)		(4,304	)

Balance at end of period	$	29,226		$	33,411

Discount rate		0.7 – 3.7%			1.3 – 8.5%
Compensation increase rate		0.5 – 2.5%			0.5 – 7.0%

As of December 31, 2015, the estimated benefit payments for the non-U.S. plans over the next ten years are as follows (amounts in thousands):


2016	$	1,488
2017		2,176
2018		1,989
2019		1,958
2020		2,142
2021-2025		12,833

F-55

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

The accumulated benefit obligations of $28.1 million for the non-U.S. plans are determined by taking the projected benefit obligation and removing the impact of the assumed compensation increases. We expect to contribute $0.4 million to the non-U.S. plans in 2016.

The funded status of these plans as of December 31, 2015 and December 31, 2014 are as follows:


(amounts in thousands) Unfunded pension liability – Non-U.S. benefit plans	2015			2014
Projected benefit obligation at year-end	$	29,226		$	33,411
Fair value of plan assets at year-end		(13,180	)		(14,501	)

Unfunded pension liability		16,046			18,910
Current portion		(156	)		(35	)

Long-term unfunded pension liability	$	15,890		$	18,875

The current portion of the unfunded pension liability is recorded in accrued payroll and benefits and is equal to the expected employer contributions in the following year.

Net actuarial pension losses are recorded in consolidated other comprehensive income (loss) as follows:


(amounts in thousands) Accumulated other comprehensive income (loss) – Non-U.S. benefit plans	2015			2014			2013
Net actuarial pension loss beginning of period	$	5,931		$	3,668		$	8,320
Amortization of net actuarial gain (loss)		367			(36	)		(643	)
Net (gain) loss occurring during year		(1,073	)		2,515			(3,817	)
Cumulative translation adjustment		(65	)		(216	)		(192	)

Net actuarial pension loss at end of period		5,160			5,931			3,668
Tax benefit		(1,366	)		(1,555	)		(1,033	)

Net actuarial pension loss at end of period, net of tax	$	3,794		$	4,376		$	2,635

Other Defined Contribution Plans – U.S. elective contributions to the 401(k) plan are discussed in Note 33 – Employee Stock Ownership Plan . We have several other defined contribution plans located outside the U.S. that are country specific. Other plans that are characteristically defined contribution plans have accrued liabilities of $1.4 million at December 31, 2015 and December 31, 2014. The total compensation expense for non-U.S. defined contribution plans was $13.3 million in 2015, $13.5 million in 2014 and $8.1 million in 2013.

Note 33. Employee Stock Ownership Plan

We have an employee stock ownership plan (ESOP) that covers eligible U.S. employees. The assets of the ESOP are held in a separate trust (the ESOP Trust) established for that purpose. According to the terms of the ESOP, our obligation to the participants is limited to the value of the cash, common stock, or other assets held in the ESOP Trust. At the discretion of the JWH Board of Directors, we can elect to contribute matching contributions to either the Company’s ESOP or 401(k) Plan. For the years ended December 31, 2015, 2014 and 2013, a match of 100% of employee contributions up to 3% of wages was approved to be contributed to the 401(k) Plan. As a result, we recorded compensation expense of $9.3 million in 2015, $9.0 million in 2014 and $8.7 million in 2013. Of those contributions the amount relating to discontinued operations was $0.2 million in 2013. No amounts related to discontinued operations in 2015 or 2014.

F-56

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

The ESOP contains both Company funded sub-accounts and employee funded sub-accounts within the Plan. The majority of Company-funded sub-accounts have a delayed payment feature while distributions from the ESOP 401(k) are payable the year following the event. The value of ESOP participant accounts associated with Company contributions is payment-delayed for six years after the employee leaves employment. Payments for retirement, disability and death are not subject to this delay. In addition, an installment feature applies to balances of $25,000 or more.

Currently, all ESOP participant accounts, including accounts of former employees with the exception of those that fall under a limited grandfathering rule, are valued according to the ongoing value of our stock. Therefore, the value of substantially all ESOP accounts is tied to our stock, which is the primary asset of the ESOP Trust.

Repurchases of common stock from ESOP Trust – Based on periodic assessment of planned distributions to participants, we are obligated to repurchase common stock from the ESOP Trust based on the fair value of such shares for ESOP purposes. The fair value of the Company’s common stock held by the ESOP Trust is determined for ESOP purposes on a quarterly basis by an appraiser. The current fair value is $303.30 per share, as most recently determined as of September 30, 2015. The determination of the fair value as of December 31, 2015 is made once the annual financial statements are issued. We repurchased shares from the ESOP that totaled $12.1 million in 2015, $14.8 million in 2014 and $16.1 million in 2013.

Note 34. Related Party Transactions

Notes Receivable from Directors – Notes receivable and interest due from our current and former directors or family members relate to cash advances and are partially secured by our stock. Such amounts totaled $2.2 million at December 31, 2015 and $16.4 million at December 31, 2014 and have been recorded as a reduction to equity as the borrowers have significant influence over the Company and there is current uncertainty as to whether the amounts will be repaid in cash or by a return of our stock.

Receivables from the Estate of Richard L. Wendt – The estate of Richard L. Wendt (“RLW”) is considered a significant shareholder of JWH and a Company director is a trustee of the estate. We held short- and long-term receivables that originated directly from transactions with RLW, or from transactions with entities that were owned by RLW, who was a Company director until his death in 2010. In December 2014, we signed an agreement that restructured the terms of these receivables. The outstanding principal of the note was reduced by a $7.1 million non-cash exchange for 32,317 shares of JWH stock. The remaining principal of $12.6 million continued to bear interest at prime plus 3.25%, with a minimum interest rate of 5.50% and a maximum interest rate of 9.50% per annum. The note was paid in full in August 2015. These notes were secured by JWH stock and recorded as deductions to equity. We received interest payments of $0.5 million in 2015 and $4.2 million in 2014. No interest payments were received in 2013.

F-57

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013


(amounts in thousands)	2015			2014			2013
Notes receivable and accrued interest balance, January 1	$	16,380		$	27,496		$	26,091
Cash payments		(14,850	)		(4,474	)		(251	)
Non-cash payments		—			(8,359	)		—
Interest accrued		629			1,717			1,656

Notes receivable and accrued interest balance, December 31	$	2,159		$	16,380		$	27,496

Interest rates, December 31		5.50%			5.25-6.50%			5.25-6.50%

Amounts due from the estate of RLW	$	—		$	12,603		$	22,441
Amounts due from other directors and family		2,159			3,777			5,055

	$	2,159		$	16,380		$	27,496

Payments to Onex Partners – As part of the original Onex investment transaction, we agreed to pay Onex Partners for management services they provide. Total fees paid were $0.6 million in 2015, $1.8 million in 2014 and $1.6 million in 2013.

Payments to JWTR, LLC – JWTR, LLC (“JWTR”) is a timber and real estate development company that is wholly owned by the estate of RLW. We paid JWTR and its subsidiaries $3.1 million in 2013 for logs, timberland management and logging services. No payments were made in 2015 or 2014.

Aviation Department – In 2014 we restructured our aviation department, downsizing from three aircraft to one and moving the operation from Oregon to North Carolina. As part of the restructuring plan, one of the aircraft was subleased to RLW. The lease runs through January of 2017. In the agreement, we pay the ongoing lease payments of $79,000 per month and RLW pays a nominal amount to us. RLW is responsible for all maintenance and operational costs. This was done to decrease the costs and extend the cash outflow associated with exiting the aircraft lease. In addition, the aircraft hangar located in Klamath Falls, Oregon was sold to Fairmount Aviation for fair value of $2.0 million. Fairmount is a newly formed aviation company controlled by a director and family member.

F-58

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

Note 35. Supplemental Cash Flow Information


(amounts in thousands)	2015			2014			2013
Non-Cash Investing Activities
Property, equipment and intangibles purchased in accounts payable	$	4,128		$	4,454		$	5,104
Property and equipment purchased for debt		—			207			1,687
Notes receivable and accrued interest from employees and directors settled with return of JWH stock		49			7,110			—
Customer accounts receivable converted to notes receivable		174			911			364

Cash Financing Activities
Stock repurchases	$	(32,569	)	$	(7,163	)	$	(1	)
For repurchase of ESOP shares to fund distribution		(12,127	)		(14,765	)		(16,073	)

Common stock purchased	$	(44,696	)	$	(21,928	)	$	(16,074	)

Borrowings on notes payable	$	8,017		$	2,006		$	3,992
Payments on notes payable		(11,437	)		(5,344	)		(2,947	)

Change in notes payable	$	(3,420	)	$	(3,338	)	$	1,045

Non-Cash Financing Activities
Debt issuance costs deducted from long-term debt borrowings	$	1,279		$	230		$	650
Non-cash borrowings on term loan	$	—		$	—		$	65,121
Non-cash repayments on senior secured revolving credit facility	$	—		$	—		$	(65,121	)
Common stock issued as consideration for acquisition	$	2,000		$	—		$	—

Note 36. Subsequent Events

On December 23, 2015, we signed a purchase agreement to acquire TREND Windows & Doors, a leading manufacturer and supplier of windows and doors in Australia. The purchase price was approximately $37.1 million Australian dollars, subject to customary closing conditions. The transaction closed on February 1, 2016.

On May 31, 2016, we converted from an Oregon corporation to a Delaware corporation. Under our Delaware charter, we have the authority to issue up to 31,560,000 shares, of which (a) 22,810,000 shares may be common stock, with a par value $0.01 per share (the “Total Common Stock”) and (b) 8,750,000 shares may be preferred stock, with a par value $0.01 per share (the “preferred stock”, together with the Total Common Stock, is referred to as the “Capital Stock”).

Upon conversion, our Total Common Stock was designated in two separate series: (i) 22,379,800 shares were designated common stock (the “Common Stock”); and (ii) 430,200 shares were designated Class B-1 Common Stock (the “Class B-1 Common Stock”). The powers, preferences and rights, and limitations or restrictions of the Common Stock and the Class B-1 Common Stock are unchanged from our Oregon charter with the Class B-1 Common Stock participating in voting and dividends on an as-converted basis. Upon our conversion, we had 1,620,850 shares of Common Stock outstanding and 7,506 shares of Class B-1 Common Stock outstanding.

Upon conversion, our preferred stock was designated into the following separate series:

(i)

2,922,634 shares were designated Series A-1 Convertible Preferred Stock (the “Series A-1 Stock”) corresponding to outstanding shares of Series A Stock originally issued on October 3, 2011 or November 8, 2011;

F-59

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2015, 2014 and 2013

(ii)

208,760 shares were designated Series A-2 Convertible Preferred Stock (the “Series A-2 Stock”) corresponding to outstanding shares of Series A Convertible Preferred Stock originally issued on October 24, 2012;

(iii)

843,132 shares were designated Series A-3 Convertible Preferred Stock (the “Series A-3 Stock”) corresponding to outstanding shares of Series A Convertible Preferred Stock originally issued on April 30, 2013;

(iv)

4,775,473 shares were designated Series A-4 Convertible Preferred Stock (the “Series A-4 Stock”); and

(v)

one share was designated “Series B Preferred Stock” corresponding to the outstanding share of our Series B Preferred Stock.

The powers, preferences and rights, and limitations or restrictions of our preferred stock remain unchanged from our Oregon charter. Upon our conversion, we had 2,922,634 shares of Series A-1 Stock, 208,760 shares of Series A-2 Stock, 843,132 shares of our Series A-3, no shares of our Series A-4 Stock and 1 share of our Series B Preferred Stock outstanding.

We have evaluated subsequent events from the balance sheet date through June 1, 2016, the date at which the financial statements were issued, and determined that there are no other items to disclose.

F-60

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT JELD-WEN HOLDING, INC.

Parent Company Information

CONDENSED STATEMENTS OF OPERATIONS and COMPREHENSIVE INCOME (LOSS)


	For the Years Ended December 31,
(amounts in thousands)	2015			2014			2013
Selling, general and administrative	$	28,522		$	15,878		$	7,618
Equity in income (loss) of subsidiary		119,371			(68,549	)		(55,639	)
Other income (expense)
Interest income		206			515			528
Interest expense		(110	)		(170	)		(4,150	)
Other		(27	)		(27	)		(1,527	)

Income (loss) before taxes		90,918			(84,109	)		(68,406	)
Income tax benefit (expense)		—			—			—

Net income (loss)	$	90,918		$	(84,109	)	$	(68,406	)

Comprehensive income (loss):
Net income (loss)	$	90,918		$	(84,109	)	$	(68,406	)
Other comprehensive income (loss), net of tax:
Equity in comprehensive (loss) income of subsidiary		(59,136	)		(136,428	)		37,759

Total other comprehensive (loss) income, net of tax		(59,136	)		(136,428	)		37,759

Total comprehensive income (loss)	$	31,782		$	(220,537	)	$	(30,647	)

See Notes to Condensed Financial Information.

F-61

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

JELD-WEN HOLDING, INC.

Parent Company Information

CONDENSED BALANCE SHEETS


(amounts in thousands)	December 31, 2015			December 31, 2014
ASSETS
Current assets
Cash and cash equivalents	$	955		$	2,258
Receivable from subsidiary		1			—
Other current assets		604			10

Total current assets		1,560			2,268
Property and equipment, net		3,641			—
Investment in subsidiary		414,727			759,000
Long-term notes receivable		22			241

Total assets	$	419,950		$	761,509

LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	603		$	10
Current payable to subsidiary		3,126			2,147
Accrued expenses and other current liabilities		159			82
Notes payable and current maturities of long-term debt		728			1,187

Total current liabilities		4,616			3,426
Long-term debt		1,924			2,652
Non-current payable to subsidiary		221			3,275

Total liabilities		6,761			9,353

Commitments and contingencies (Note 5)
Convertible preferred shares		481,937			817,121

Stockholders’ equity (deficit)
Common Stock: 22,810,000 shares authorized, no par value, 1,627,026 and 1,796,329 shares outstanding as of December 31, 2015 and December 31, 2014, respectively		86,201			180,902
Accumulated deficit		(154,949	)		(245,867	)

Total stockholders’ deficit		(68,748	)		(64,965	)

Total liabilities, convertible preferred shares, and shareholders’ deficit	$	419,950		$	761,509

See Notes to Condensed Financial Information.

F-62

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

JELD-WEN HOLDING, INC.

Parent Company Information

CONDENSED STATEMENTS OF CASH FLOWS


	For the years ended December 31,
(amounts in thousands)	2015			2014			2013
OPERATING ACTIVITIES
Net income (loss)	$	90,918		$	(84,109	)	$	(68,406	)
Adjustments to reconcile net loss to cash used in operating activities:
Amortization of deferred financing costs		—			—			104
(Income) loss from subsidiary investment		(119,371	)		68,549			55,639
Other items, net		(180	)		(506	)		(430	)
Litigation settlement funded by subsidiaries		325			5,557			227
Payment to option holders funded by subsidiaries		11,780			832			47
Stock-based compensation		15,620			7,968			5,665
Net change in operating assets and liabilities, net of effect of acquisitions:
Receivables and payables from subsidiaries		(75	)		(1,326	)		175
Other assets		(595	)		—			—
Accounts payable and accrued expenses		670			(42	)		(53	)

Net cash used in operating activities		(908	)		(3,077	)		(7,032	)

INVESTING ACTIVITIES
Purchases of property and equipment		(3,641	)		—			—
Cash received on notes receivable		219			12			16
Proceeds from sales of subsidiaries’ shares		461,927			17,943			76,485
Dividend received from subsidiary		—			1,500			—

Net cash provided by investing activities		458,505			19,455			76,501


FINANCING ACTIVITIES
Issuance of convertible preferred shares, net of transaction costs		—			—			1
Distributions paid		(419,216	)		—			—
Payments of long-term debt		(1,187	)		(1,187	)		(53,554	)
Employee note repayments		4,144			1,142			197
Common stock issued		2,006			—			—
Common stock repurchased		(44,647	)		(14,766	)		(16,073	)

Net cash used in financing activities		(458,900	)		(14,811	)		(69,429	)

Effect of foreign currency exchange rates on cash		—			—			—

Net (decrease) increase in cash and cash equivalents		(1,303	)		1,567			40
Cash and cash equivalents, beginning		2,258			691			651

Cash and cash equivalents, ending	$	955		$	2,258		$	691


Supplemental Cash Flow Information:
Conversion of convertible bridge note and accrued interest to convertible preferred stock	$	—		$	—		$	(71,547	)
Non-cash issuance of shares for subsidiary acquisition	$	2,000		$	—		$	—
Notes receivable and accrued interest from employees and directors settled with return of JWH stock	$	—		$	7,110		$	—
Subsidiary non-cash director notes and accrued interest activity	$	10,438		$	3,478		$	(1,068	)

See Notes to Condensed Financial Information.

F-63

JELD-WEN HOLDING, INC.

Parent Company Information

NOTES TO CONDENSED FINANCIAL INFORMATION

Note 1. Summary of Significant Accounting Policies

Accounting policies adopted in the preparation of this condensed parent company only financial information are the same as those adopted in the consolidated financial statements and described in Note 1 of the consolidated financial statements included in this Annual Report.

Nature of Business – JELD-WEN Holding, inc., (the “Parent Company”) (an Oregon corporation) was formed by Onex Partners III LP to effect the acquisition of JELD-WEN, Inc. and had no activities prior to the acquisition of JELD-WEN, Inc. on October 3, 2011. The Parent Company is a holding company with no material operations of its own that conducts substantially all of its activities through its direct subsidiary, JELD-WEN Inc. and its subsidiaries.

The accompanying condensed parent-only financial information includes the accounts of the Parent Company and, on an equity basis, its direct and indirect subsidiaries and affiliates. Accordingly, these financial statements have been presented on a “parent-only” basis. Under a parent-only presentation, the Condensed Parent Company’s investments in subsidiaries are presented under the equity method of accounting. These parent-only financial statements should be read in conjunction with the JELD-WEN Holding, Inc. and subsidiaries audited consolidated financial statements included elsewhere herein.

The condensed parent-only financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X as the restricted net assets of the subsidiaries of the Company exceed 25% of the consolidated net assets of the Company. The ability of the Company’s operating subsidiaries to pay dividends may be restricted due to the terms of the subsidiaries’ financing arrangements (see Note 17 to the consolidated financial statements).

Notes Receivable – Notes receivable are recorded at their net realizable value. The balance consists of affiliate notes with $0 allowance for doubtful notes as of December 31, 2015 and 2014. The allowance for doubtful notes, if any, is based upon historical loss trends and specific reviews of delinquent notes.

Property and Equipment – Property and equipment is recorded at cost. The cost of major additions and betterments are capitalized and depreciated using the straight-line method over their estimated useful lives while replacements, maintenance and repairs that do not improve or extend the useful lives of the related assets or adapt the property to a new or different use are expensed as incurred.

Depreciation is generally provided over the following estimated useful service lives:


Buildings			15 – 45 years

Note 2. Property and Equipment, Net


(amounts in thousands)	2015		2014
Buildings		3,641		—

Total depreciable assets		3,641		—
Accumulated depreciation		—		—

	$	3,641	$	—

Depreciation expense was $0.0 million the years ended December 31, 2015, 2014 and 2013, respectively.

F-64

JELD-WEN HOLDING, INC.

Parent Company Information

NOTES TO CONDENSED FINANCIAL INFORMATION

Note 3. Long-Term Debt


(amounts in thousands)	December 31, 2015 Interest Rate			December 31, 2015			December 31, 2014
Installment notes for stock		3.00 - 8.00	%	$	2,652		$	3,839

Current maturities of long-term debt					(728	)		(1,187	)

				$	1,924		$	2,652

		Maturities by year:
		2016		$	728
		2017			686
		2018			686
		2019			552
		2020			—
		Thereafter			—

					2,652

Installment Notes for Stock – These notes represent amounts due to former or retired employees for repurchases of the Parent Company stock that are payable over 5 or 10 years depending on the amount with payments through 2019.

Note 4. Stock Compensation

For discussion of stock compensation expense of the Parent Company and its subsidiaries, see Note 24 to the consolidated financial statements.

Note 5. Commitments and Contingencies

For discussion of the commitments and contingencies of the subsidiaries of the Parent Company see Note 31 to the consolidated financial statements.

Note 6. Related Party Transactions

Note 7. Subsequent Events

F-65

JELD-WEN HOLDING, INC.

Parent Company Information

NOTES TO CONDENSED FINANCIAL INFORMATION

Upon conversion, our Total Common Stock is designated in two separate series: (i) 22,379,800 shares shall be designated common stock (the “Common Stock”); and (ii) 430,200 shares shall be designated Class B-1 Common Stock (the “Class B-1 Common Stock”). The powers, preferences and rights, and limitations or restrictions of the Common Stock and the Class B-1 Common Stock are unchanged from our Oregon charter with the Class B-1 Common Stock participating in voting and dividends on an as-converted basis. Upon our conversion, we had 1,620,850 shares of Common Stock outstanding and 7,506 shares of Class B-1 Common Stock outstanding.

Upon conversion, our preferred stock is designated into the following separate series:

(i) 2,922,634 shares shall be designated Series A-1 Convertible Preferred Stock (the “Series A-1 Stock”) corresponding to outstanding shares of Series A Convertible Preferred Stock originally issued on October 3, 2011 or November 8, 2011;

(ii) 208,760 shares shall be designated Series A-2 Convertible Preferred Stock (the “Series A-2 Stock”) corresponding to outstanding shares of Series A Convertible Preferred Stock originally issued on October 24, 2012;

(iii) 843,132 shares shall be designated Series A-3 Convertible Preferred Stock (the “Series A-3 Stock”) corresponding to outstanding shares of Series A Convertible Preferred Stock originally issued on April 30, 2013;

(iv) 4,775,473 shares shall be designated Series A-4 Convertible Preferred Stock (the “Series A-4 Stock”); and

(v) one share shall be designated “Series B Preferred Stock” corresponding to the outstanding share of our Series B Preferred Stock.

We have evaluated subsequent events from the balance sheet date through June 1, 2016, the date at which the financial statements were issued, and determined that there are no other items to disclose.

F-66

JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended						Nine Months Ended
(amounts in thousands)	September 24, 2016			September 26, 2015			September 24, 2016			September 26, 2015
Net revenues	$	932,475		$	874,331		$	2,693,630		$	2,490,112
Cost of sales		721,887			690,800			2,112,185			1,994,968

Gross margin		210,588			183,531			581,445			495,144
Operating expenses
Selling, general and administrative		135,910			130,380			408,360			370,021
Impairment and restructuring charges		3,945			2,316			9,045			15,557

Operating income		70,733			50,835			164,040			109,566
Other (expense) income
Interest expense, net		(18,547	)		(17,917	)		(53,725	)		(40,549	)
Other		7,731			9,823			8,960			9,979

Income before taxes, equity earnings and discontinued operations		59,917			42,741			119,275			78,996
Income tax (expense) benefit		(14,358	)		(1,160	)		5,633			(7,575	)

Income from continuing operations, net of tax		45,559			41,581			124,908			71,421
Equity earnings of non-consolidated entities		1,198			640			2,450			1,233
Loss from discontinued operations, net of tax		(2,741	)		(570	)		(2,845	)		(2,045	)

Net income	$	44,016		$	41,651		$	124,513		$	70,609
Convertible preferred stock dividends		(30,107	)		(352,036	)		(108,215	)		(352,036	)

Net income attributable to common shareholders	$	13,909		$	(310,385	)	$	16,298		$	(281,427	)

Weighted average common shares outstanding:
Basic		1,636,475			1,616,083			1,633,198			1,677,121
Diluted		7,703,385			1,616,083			1,923,341			1,677,121
Income (loss) per share from continuing operations
Basic	$	10.17		$	(191.71	)	$	11.72		$	(166.58	)
Diluted	$	6.07		$	(191.71	)	$	9.95		$	(166.58	)
Loss per share from discontinued operations
Basic	$	(1.67	)	$	(0.35	)	$	(1.74	)	$	(1.22	)
Diluted	$	(0.36	)	$	(0.35	)	$	(1.48	)	$	(1.22	)
Net income (loss) per share
Basic	$	8.50		$	(192.06	)	$	9.98		$	(167.80	)
Diluted	$	5.71		$	(192.06	)	$	8.47		$	(167.80	)

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

F-67

JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS)

(unaudited)


	Three Months Ended					Nine Months Ended
(amounts in thousands)	September 24, 2016		September 26, 2015			September 24, 2016			September 26, 2015
Net income	$	44,016	$	41,651		$	124,513		$	70,609
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of tax of $0		3,875		(23,872	)		11,732			(72,691	)
Interest rate hedge adjustments, net of tax of $0		812		(9,800	)		(11,771	)		(12,971	)
Defined benefit pension plans, net of tax of $0		3,071		3,081			9,236			9,231

Total other comprehensive income (loss), net of tax		7,758		(30,591	)		9,197			(76,431	)

Total comprehensive income (loss)	$	51,774	$	11,060		$	133,710		$	(5,822	)

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

F-68

JELD-WEN HOLDING, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)


(amounts in thousands)	September 24, 2016			December 31, 2015
ASSETS
Current assets
Cash and cash equivalents	$	65,357		$	113,571
Restricted cash		1,142			706
Accounts receivable, net		492,965			321,079
Inventories		361,724			343,736
Other current assets		46,974			35,326

Total current assets		968,162			814,418
Property and equipment, net		727,386			720,843
Goodwill		510,658			482,506
Intangible assets, net		122,983			78,318
Other assets		106,624			86,288

Total assets	$	2,435,813		$	2,182,373

LIABILITIES AND EQUITY
Current liabilities
Accounts payable	$	216,844		$	166,686
Accrued payroll and benefits		144,941			139,621
Accrued expenses and other current liabilities		219,988			164,544
Notes payable and current maturities of long-term debt		17,187			16,594

Total current liabilities		598,960			487,445
Long-term debt		1,255,000			1,243,726
Unfunded pension liability		106,615			106,748
Deferred credits and other liabilities		96,997			94,262

Total liabilities		2,057,572			1,932,181
Commitments and contingencies ( Note 21 )
Convertible preferred shares		458,236			481,937
Stockholders’ deficit
Common Stock: 22,810,000 shares authorized, $0.01 par value per share, 1,633,509 and 1,627,026 shares outstanding as of September 24, 2016 and December 31, 2015, respectively		16			16
Additional paid-in capital		104,225			86,185
Accumulated deficit		(30,436	)		(154,949	)
Accumulated other comprehensive loss		(153,800	)		(162,997	)

Total stockholders’ deficit		(79,995	)		(231,745	)

Total liabilities, convertible preferred shares, and stockholders’ deficit	$	2,435,813		$	2,182,373

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

F-69

JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited)


	Nine Months Ended
(amounts in thousands, except share and per share amounts)	September 24, 2016					September 26, 2015
	Shares		Amount			Shares			Amount
Common Stock
Common Stock, $0.01 par value
Balance as of January 1		1,620,840	$	16			1,796,119		$	18
Shares issued		—		—			1,136			—
Shares issued for exercise/vesting of stock options		1,202		—			57			—
B-1 Common shares converted to common		—		—			135			—
Shares repurchased		—		—			(188,529	)		(2	)

Balance at period end		1,622,042	$	16			1,608,918		$	16

B-1 Common Stock, $0.01 par value
Balance as of January 1		6,186	$	—			210		$	—
Shares issued for exercise of stock options		5,281		—			4,991			—
B-1 Common shares converted to common		—		—			(95	)		—

Balance at period end		11,467	$	—			5,106		$	—

Balance at period end			$	16					$	16

Additional paid-in capital
Balance as of January 1			$	89,264					$	198,364
Shares issued				—						250
Shares issued for exercise of stock options				1,016						1,235
Shares repurchased				—						(44,694	)
Distributions on common stock				—						(84,033	)
Amortization of share-based compensation				14,944						8,672

Balance at period end			$	105,224					$	79,794

Director notes
Balance as of January 1			$	(2,068	)				$	(16,127	)
Net issuances, payments and accrued interest on Notes				2,068						14,086

Balance at period end			$	—					$	(2,041	)

Employee stock notes
Balance as of January 1			$	(1,011	)				$	(1,353	)
Net issuances, payments and accrued interest on Notes				12						337

Balance at period end			$	(999	)				$	(1,016	)

Balance at period end			$	104,225					$	76,737

Accumulated deficit
Balance as of January 1			$	(154,949	)				$	(245,867	)
Net income				124,513						70,609

Balance at period end			$	(30,436	)				$	(175,258	)

Accumulated other comprehensive (loss) income
Foreign currency adjustments
Balance as of January 1			$	(33,575	)				$	45,061
Change during period				11,732						(72,691	)

Balance at end of period				(21,843	)					(27,630	)

Unrealized (loss) gain on interest rate hedges
Balance as of January 1			$	(10,617	)				$	583
Change during period				(11,771	)					(12,971	)

Balance at end of period				(22,388	)					(12,388	)

Net actuarial pension (loss) gain
Balance as of January 1				(118,805	)					(149,505	)
Change during period				9,236						9,231

Balance at end of period				(109,569	)					(140,274	)

Balance at period end			$	(153,800	)				$	(180,292	)

Total stockholders’ deficit at end of period			$	(79,995	)				$	(278,797	)

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

F-70

JELD-WEN HOLDING, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended
(amounts in thousands)	September 24, 2016			September 26, 2015
OPERATING ACTIVITIES
Net income	$	124,513		$	70,609
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		77,518			69,793
Deferred income taxes		(31,427	)		(56	)
(Gain) loss on sale of business units, property and equipment		(3,124	)		411
Adjustment to carrying value of assets		4,176			1,852
Equity earnings in non-consolidated entities		(2,450	)		(1,232	)
Amortization of deferred financing costs		2,770			3,267
Stock-based compensation		14,944			8,672
Contributions to U.S. pension plan		—			(14,320	)
Other items, net		(1,111	)		6,147
Net change in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable		(153,755	)		(91,511	)
Inventories		(2,763	)		(33,460	)
Other assets		(4,014	)		(10,879	)
Accounts payable and accrued expenses		84,913			35,445

Net cash provided by operating activities		110,190			44,738

INVESTING ACTIVITIES
Purchases of property and equipment		(57,976	)		(51,258	)
Proceeds from sale of business units, property and equipment		5,327			748
Purchase of intangible assets		(4,500	)		(1,627	)
Purchases of businesses, net of cash acquired		(84,885	)		(32,156	)
Cash received on notes receivable		425			1,268

Net cash used in investing activities		(141,609	)		(83,025	)

FINANCING ACTIVITIES
Distributions paid		(23,701	)		(419,216	)
Proceeds from issuance of new debt, net of discount		—			477,600
Borrowings on long-term debt		15,753			10,423
Payments of long-term debt		(12,439	)		(11,611	)
Change in notes payable		(135	)		(3,374	)
Employee note repayments and interest receivable		2,080			15,073
Payments of debt issuance costs		—			(9,032	)
Common stock issued		1,016			1,498
Common stock repurchased		—			(44,647	)

Net cash (used in) provided by financing activities		(17,426	)		16,714

Effect of foreign currency exchange rates on cash		631			(4,908	)

Net decrease in cash and cash equivalents		(48,214	)		(26,481	)
Cash and cash equivalents, beginning		113,571			105,542

Cash and cash equivalents, ending	$	65,357		$	79,061

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

F-71

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

Note 1. Summary of Significant Accounting Policies

Nature of Business – JELD-WEN Holding, Inc., (“JWH”) (a Delaware corporation) along with its subsidiaries, is a vertically-integrated global manufacturer and distributor of windows and doors with substantially all of its revenues being derived from the sale of its door and window products. The remaining resort operations, located primarily in the Northwestern United States, are presented as discontinued operations in the consolidated balance sheets and consolidated statements of operations for all periods presented (See Note 3 – Discontinued Operations and Divestitures ). 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.

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

Basis of Presentation – The consolidated balance sheet as of December 31, 2015 was derived from our audited consolidated financial statements, but does not include all disclosures required by generally accepted accounting principles in the United States (“GAAP”). The consolidated balance sheet as of December 31, 2015 and the unaudited consolidated financial statements included herein should be read in conjunction with the more detailed audited consolidated financial statements for the year ended December 31, 2015. Accounting policies used in the preparation of these unaudited consolidated financial statements are consistent with the accounting policies described in the Notes to Consolidated Financial Statements for the year ended December 31, 2015 contained in our annual report except for those adopted during fiscal year 2016.

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

The results reported in these unaudited consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for any other period or the entire year. The interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our annual consolidated financial statements for the year ended December 31, 2015.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

Ownership – On October 3, 2011, we completed a transaction with Onex Partners III LP and certain affiliates (collectively, “Onex Partners”) whereby Onex Partners invested $700.0 million in convertible preferred stock. Concurrent with the investment, Onex Partners provided $171.0 million in the form of a convertible bridge loan due in April 2013. In October 2012, Onex Partners invested an additional $49.8 million in convertible preferred stock of the Company to fund an acquisition. In April 2013, the $71.6 million outstanding balance of our convertible bridge loan was converted into additional shares of our Series A Convertible Preferred Stock (“Series A Stock”). In March 2014, Onex Partners invested $65.8 million in common stock and now owns voting interests representing approximately 76% of the Company’s outstanding shares at September 24, 2016 on a diluted, as-converted basis.

Corporate Conversion – On May 31, 2016, JELD-WEN Holding, inc., an Oregon corporation (the “Oregon corporation”), converted into a Delaware corporation pursuant to a statutory conversion and changed its name to JELD-WEN Holding, Inc. As a result of the corporate conversion, the holders of the Oregon corporation’s different classes and series of shares became holders, in aggregate, of 1,621,130 shares of common stock and 7,942 shares of B-1 Common Stock, 2,922,634 shares of Series A-1 Convertible Preferred Stock (“Series A-1 Stock”), 208,760 shares of Series A-2 Convertible Preferred Stock (“Series A-2 Stock”), 843,132 shares of Series A-3 Convertible Preferred Stock (“Series A-3 Stock”), and one share of Series B Preferred Stock (“Series B Stock”) in JELD-WEN Holding, Inc. In addition, holders of options to purchase shares and restricted stock units of the Oregon corporation received an aggregate of 174,205 Common Stock Options, 319,629 B-1 Common Stock Options, and 36,903 restricted stock units of JELD-WEN Holding, Inc.

The accompanying unaudited consolidated financial statements and related notes thereto have been retroactively adjusted to account for the effect of the corporate conversion for all periods presented prior to May 31, 2016.

Fiscal Year – Each of our interim reporting periods, other than the fourth interim reporting period, ends on the Saturday closest to the last day of the corresponding quarterly calendar period. The third interim reporting periods of 2016 and 2015 ended on September 24 and September 26, respectively. Our fourth interim reporting period and our fiscal year end on December 31 regardless of the day of the week on which it falls. The nine-month period ended September 24, 2016 and the nine-month period ended September 26, 2015 each began on January 1 and consisted of approximately thirty-nine weeks.

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

Use of Estimates – The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

loss trends and specific reviews of delinquent notes. We write off uncollectible note receivables against the allowance for doubtful accounts when collection efforts have been exhausted and/or any legal action taken by us has been concluded. Current maturities and interest, net of short-term allowance are reported as other current assets.

Recently Adopted Accounting Standards – In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments . The amendments in this accounting standard require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined and record, in the same period, the effect on earnings of changes in depreciation, amortization, or other income effects, calculated as if the accounting had been completed at the acquisition date. These also require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. We adopted ASU 2015-16 in the quarter ended March 26, 2016 and adoption of this standard did not impact results of operations, retained earnings, or cash flows in the current or previous annual reporting periods.

In April 2015, the FASB issued ASU No. 2015-05, Intangibles – Goodwill and Other – Internal-Use Software: Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement . This ASU provides criteria for customers in a cloud computing arrangement to use in order to determine whether the arrangement includes a license of software. We adopted ASU 2015-05 in the quarter ended March 26, 2016 and adoption of this standard did not impact results of operations, retained earnings, or cash flows in the current or previous annual reporting periods.

In January 2015, the FASB issued ASU No. 2015-01, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items . The amendments in this accounting standard eliminate from GAAP the concept of extraordinary items. Prior to this standard, if an event or transaction met the criteria for extraordinary classification, an entity was required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. We adopted ASU 2015-01 in the quarter ended March 26, 2016 and adoption of this standard did not impact results of operations, retained earnings, or cash flows in the current or previous annual reporting periods.

Recently Issued Accounting Standards – In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. The standard requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments in this update eliminate the exception for an intra-entity transfer of an asset other than inventory. The amendments do not include new disclosure requirements; however, existing disclosure requirements might be applicable when accounting for the current and deferred income taxes for an intra-entity transfer of an asset other than inventory. The guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period for which interim or annual financial statements have not been issued or made available for issuance. The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We are currently evaluating the potential impact on our consolidated financial statements and disclosures.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . This ASU addresses how cash receipts and cash payments are presented and classified in the statement of cash flows with regard to debt prepayment and debt extinguishment costs, zero-coupon debt instruments, contingent consideration payments, insurance settlement proceeds, equity method investees distributions, beneficial interests in securitization transactions, and separately identifiable cash flows. The guidance will be effective for the fiscal year beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the potential impact on our consolidated financial statements and disclosures.

In March 2016, the FASB issued ASU 2016-09, Stock Compensation , which is intended to simplify several aspects of the accounting for share-based payment awards to employees. The guidance will be effective for the fiscal year beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted for any entity in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. We are currently evaluating the potential impact on our consolidated financial statements and disclosures.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . The standard requires lessees to recognize the assets and liabilities arising from leases on the balance sheet and retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous lease guidance. The accounting standard is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the potential impact on our consolidated financial statements and disclosures.

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

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory . This ASU requires that inventory within the scope of this guidance be measured at the lower of cost and net realizable value. This accounting standard is effective for annual periods beginning after December 15, 2016, and interim periods thereafter, with early adoption permitted. We are currently evaluating the potential impact on our consolidated financial statements and disclosures.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers . This ASU requires entities to recognize revenue in the way they expect to be entitled for the transfer of promised goods or services to customers. The ASU will replace most of the existing revenue recognition requirements in U.S. GAAP when it becomes effective. In March 2016, the FASB issued ASU No. 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) . The amendments in this ASU clarify the implementation guidance on principal versus agent considerations. These standards are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, which requires the Company to adopt the standard in fiscal year 2018. Early application in fiscal year 2017 is permitted. The updates permit the use of either the retrospective or cumulative effect transition method, with early application not permitted. We are currently evaluating the potential impact on our consolidated financial statements and disclosures and have not yet selected a transition method.

With the exception of the new standards discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the nine-months ended September 24, 2016 that are of significance or potential significance to us.

Note 2. Acquisitions

On August 30, 2016, we acquired all of the issued and outstanding shares of ARCPAC Building Products Limited (“Breezway”) for total consideration of approximately $59.9 million, net of cash acquired. Included in the total consideration is our estimate of the working capital adjustment to the purchase price of $0.7 million which was paid during the fourth quarter of 2016. Breezway is a leading manufacturer of residential and commercial louvre window systems with operations in Australia, Malaysia and Hawaii. The excess purchase price over the fair value of net assets acquired was preliminarily allocated to goodwill and intangible assets in the amounts of $13.5 and $40.6 million, respectively. The acquired goodwill is not expected to be tax-deductible. Goodwill is the excess of purchase price over the fair value of net assets acquired in business combinations and represents cost savings from reduced overhead and operational expenses by leveraging our manufacturing footprint, supply chain savings and sales synergies. The intangible assets include tradenames, patents and customer relationships. Acquisition-related costs of $0.4 million were expensed as incurred and are included in selling, general and administrative expense in our consolidated statements of operations for the nine-months ended September 24, 2016. The results of Breezway are included in our consolidated financial statements from the date of the acquisition.

On February 1, 2016, we acquired all of the issued and outstanding shares of Trend Windows & Doors (“Trend”) for total consideration of approximately $25.7 million, net of cash acquired. Trend is a leading manufacturer of doors and windows in Australia. The excess purchase price over the fair value of net assets acquired was preliminarily allocated to goodwill and intangible assets in the amounts of $4.4 million and $6.7 million, respectively. The acquired goodwill is not expected to be tax-deductible. Goodwill is the excess of purchase price over the fair value of net assets acquired in business combinations and represents cost savings from reduced overhead and operational expenses by leveraging our manufacturing footprint, supply chain savings and sales synergies. The intangible assets include technology, tradenames, trademarks, software, permits and customer relationships and are being amortized over a weighted average amortization period of 33 years. For the period ended September 24, 2016, acquisition-related costs of $0.9 million were expensed as incurred and are included in selling, general and administrative expense in our consolidated statements of operations and measurement period adjustments reduced the preliminary allocation of goodwill by $4.0 million and increased the preliminary allocation of intangibles by $2.1 million with the remaining preliminary allocation changes related to deferred taxes and other working capital accounts. Trend’s results of operations are included in our consolidated financial statements from the date of the acquisition.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

The preliminary fair values of all the assets acquired in the nine-months ended September 24, 2016 are summarized below:


(amounts in thousands)	Total Acquisitions
Fair value of identifiable assets and liabilities:
Accounts receivable	$	16,497
Inventories		13,044
Other assets		5,628
Property and equipment		9,835
Identifiable intangible assets		47,264
Goodwill		17,897

Total assets	$	110,165

Accounts payable and accrued liabilities		7,930
Other liabilities		16,659

Total liabilities	$	24,589

Purchase Price:

Total consideration, net of cash acquired	$	85,576

The purchase prices for the above acquisitions were allocated to the assets acquired and liabilities assumed and were based upon preliminary calculations, allocations and valuations. The underlying estimates, allocations and assumptions for these acquisitions are subject to change as we obtain additional information and refine our assumptions during the measurement period (up to one year from the acquisition date). The final valuations of assets acquired and liabilities assumed are not complete and the net adjustments to those values may result in changes to goodwill and other carrying amounts initially assigned to the assets and liabilities based on the preliminary fair value analysis. The impact of these acquisitions was not significant for reporting of pro forma information individually and in the aggregate.

During 2015, we completed four acquisitions using $88.6 million of cash and $2.0 million of JWH stock as consideration. The excess purchase price over the fair value of net assets acquired was allocated to goodwill and intangibles in the amounts of $42.0 million and $36.3 million, respectively. Goodwill of $32.1 million is expected to be fully tax-deductible. The intangible assets include technology, tradenames, trademarks, software, permits and customer relationships and are being amortized over a weighted average amortization period of 14 years. For the nine-month period ended September 24, 2015, acquisition-related costs of $1.6 million are included in selling, general and administrative expense in our consolidated statements of operations and measurement period adjustments reduced the preliminary allocation of goodwill and deferred tax liabilities by $0.6 million.

Note 3. Discontinued Operations and Divestitures

Our discontinued operations, included in our Corporate segment’s assets and presented in the accompanying unaudited consolidated financial statements, consist primarily of our Silver Mountain resort and real estate located in Idaho. The results of these operations have been removed from the results of continuing operations for all periods presented. On July 26, 2016 we executed an agreement to sell the assets of our Silver Mountain resort and real estate development in Idaho subject to a due diligence period. In

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

September 2016, a final purchase price of $5.0 million in cash was agreed with the buyer which resulted in an impairment charge of $2.2 million and reclassification of the long-term assets and liabilities related to Silver Mountain to short-term. The sale closed on October 20, 2016.

The results of discontinued operations are summarized as follows:


	Three Months Ended						Nine Months Ended
(amounts in thousands)	September 24, 2016			September 26, 2015			September 24, 2016			September 26, 2015
Net revenues	$	2,144		$	2,201		$	7,264		$	6,164
Loss before tax and non-controlling interest		(2,741	)		(570	)		(2,845	)		(2,045	)
Loss from discontinued operations, net of tax		(2,741	)		(570	)		(2,845	)		(2,045	)

Assets and liabilities of discontinued operations are as follows:


(amounts in thousands)	September 24, 2016		December 31, 2015
ASSETS
Current assets
Accounts receivable, net	$	825	$	792
Inventories		261		298
Real estate inventories		819		532
Other current assets		4,012		236

Current assets of discontinued operations		5,917		1,858

Property and equipment, net		—		3,669
Timber and timberlands		—		614
Real estate development		—		3,884
Intangible assets		—		44
Other assets		7		7

Long-term assets of discontinued operations		7		8,218

	$	5,924	$	10,076

LIABILITIES
Current liabilities
Accounts payable	$	619	$	732
Accrued payroll and benefits		115		192
Accrued expenses		1,674		1,608

Current liabilities of discontinued operations		2,408		2,532

Deferred credits and other liabilities		509		2,493

Long-term liabilities of discontinued operations		509		2,493

	$	2,917	$	5,025

The current and long-term assets of discontinued operations are included within other current assets and other assets, respectively, in the accompanying unaudited consolidated balance sheets. The current and long-term liabilities of discontinued operations are included within accrued expenses and other current liabilities, and deferred credits and other liabilities, respectively, in the accompanying unaudited consolidated balance sheets.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

Note 4. Accounts Receivable

The following is a roll forward of our allowance for doubtful accounts:


(amounts in thousands)	September 24, 2016			September 26, 2015
Balance at beginning of period	$	(3,664	)	$	(4,166	)
Additions charged to expense		1,095			416
Deductions		(585	)		(587	)
Currency translation		(215	)		385
Other activity		(755	)		(21	)

Balance at end of period	$	(4,124	)	$	(3,973	)

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 perform ongoing credit evaluations of our customers to minimize credit risk and usually we do not require collateral for accounts receivable, but will require advance payment, guarantees, a security interest in the products sold to a customer, and/or letters of credit in certain situations. Customer accounts receivable converted to notes receivable are primarily collateralized by stock or other assets.

Note 5. Inventories

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


(amounts in thousands)	September 24, 2016		December 31, 2015
Raw materials	$	247,998	$	241,225
Work in process		32,242		28,512
Finished goods		81,484		73,999

Inventories	$	361,724	$	343,736

Note 6. Property and Equipment, Net


(amounts in thousands)	September 24, 2016			December 31, 2015
Property and equipment	$	1,751,956		$	1,700,354
Accumulated depreciation		(1,024,570	)		(979,511	)

Property and equipment, net	$	727,386		$	720,843

We monitor all property, plant and equipment for any indicators of potential impairment. Impairment charges of $1.9 million and $0.3 million on property, plant and equipment were recorded during the nine-months ended September 24, 2016 and September 26, 2015, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

Depreciation expense was recorded as follows:


	Three Months Ended				Nine Months Ended
(amounts in thousands)	September 24, 2016		September 26, 2015		September 24, 2016		September 26, 2015
Cost of sales	$	19,095	$	18,182	$	57,056	$	55,164
Selling, general and administrative		1,976		1,917		5,700		5,880

	$	21,071	$	20,099	$	62,756	$	61,044

Note 7. Goodwill

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


(amounts in thousands)	North America		Europe		Australasia			Total Reportable Segments
Ending balance, December 31, 2015	$	187,102	$	240,187	$	55,217		$	482,506
Acquisitions		—		—		17,897			17,897
Acquisition remeasurements		—		—		(643	)		(643	)
Currency translation		418		7,407		3,073			10,898

Ending balance, September 24, 2016	$	187,520	$	247,594	$	75,544		$	510,658

During the nine-month period ending September 24, 2016, we elected to transfer the acquired intangible property prior to the one-year anniversary of the Aneeta acquisition. This resulted in a reversal of original deferred tax liabilities originally recorded at the time of acquisition and is included in the “Acquisitions remeasurement” line in the table above. Measurement period adjustments related to current year acquisitions are included in the “Acquisitions” line above. See Note 2 – Acquisitions.

Note 8. Warranty Liability

An analysis of our warranty liability is as follows:


(amounts in thousands)	September 24, 2016			September 26, 2015
Balance at beginning of period	$	44,891		$	45,843
Current period expense		13,243			12,274
Liabilities assumed due to acquisition		16			298
Experience adjustments		(3,399	)		(2,602	)
Payments		(8,265	)		(10,391	)
Currency translation		462			(1,319	)
Balance at end of period		46,948			44,103
Less: current portion		16,765			16,056

Long-term portion	$	30,183		$	28,047

We revised the rollforward of our warranty liability to correct an error in the presentation of expenses incurred, experience adjustments, and expenses paid in the same period. This correction resulted in an increase to the “Current period expense” of $3.9 million, an increase in “Experience adjustments” of $2.6 million, an increase to “Payments” of $1.6 million and an increase in “Liabilities assumed due to

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

acquisition” of $0.3 million for the nine-month period ending September 24, 2016. These corrections were not material to the periods presented or the prior consolidated financial statements.

The most significant component of our warranty liability is in the U.S. and Canada which totaled $41.8 million at September 24, 2016 after discounting future estimated cash flows at rates between 0.76% and 4.75%. Without discounting, the liability would have been higher by approximately $2.7 million. During the second quarter of 2016, we recorded an out-of-period correction of an error to increase our warranty reserve by approximately $2.5 million. This correction was not material to our previously issued financial statements and is not expected to be material to the full-year 2016 financial statements. The current and long-term portions of the warranty liability are included in accrued expenses and other current liabilities, and deferred credits and other liabilities, respectively, in the accompanying unaudited consolidated balance sheets.

Note 9. Notes Payable and Long-Term Debt

At September 24, 2016 and December 31, 2015, notes payable consisted of the following and are included in notes payable and current maturities of long-term debt in the accompanying unaudited consolidated balance sheet:


(amounts in thousands)	September 24, 2016 Interest Rate		September 24, 2016		December 31, 2015
Variable rate industrial revenue bonds		0.68% - 0.97%	$	250	$	385

At September 24, 2016 and December 31, 2015, our long-term debt, net of original issue discount and unamortized debt issuance costs, consisted of the following:


(amounts in thousands)	September 24, 2016 Effective Interest Rate			September 24, 2016			December 31, 2015
Revolving credit facility		2.05	%	$	15,000		$	876
Term loan, net of original discount of $7,553		4.75 - 5.25	%		1,232,222			1,237,409
Mortgage notes		1.15	%		31,282			30,335
Installment notes		2.08 - 6.38	%		6,097			4,537
Installment notes for stock		3.00 - 8.00	%		3,444			5,034
Unamortized debt issuance costs					(16,108	)		(18,256	)

					1,271,937			1,259,935
Current maturities of long-term debt					(16,937	)		(16,209	)

Long-term debt				$	1,255,000		$	1,243,726

In January 2015, we entered into a new 39.0 million EUR committed European revolving credit facility that matures in January 2019. The revolving credit facility bears interest at the relevant interbank offered rate (“IBOR”) + 2.50%. The agreement requires that we maintain certain financial ratios, including an interest coverage ratio and a leverage ratio.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

At September 24, 2016, we had remaining borrowing availability of $267.5 million under our revolving credit facilities. As of September 24, 2016 and December 31, 2015, we were in compliance with the terms of all of our credit facilities.

Note 10. Income Taxes

The effective income tax rate for continuing operations was 24.0% and (4.7)% for the three and nine-months ended September 24, 2016, respectively, compared to 2.7% and 9.6% for the corresponding periods ended September 26, 2015. We recorded the tax provisions for the nine-months ended September 24, 2016 and September 26, 2015 by applying an estimated annual effective tax rate to our year-to-date income for includable entities during the respective periods. Entities which are currently generating losses and for which there is a full valuation allowance are excluded from the worldwide effective tax rate calculation and are calculated separately. The impact of significant discrete items is separately recognized in the quarter in which they occur. The tax benefit related to discrete items included in the tax provision for continuing operations for the three and nine-months ended September 24, 2016 were $2.1 million and $29.9 million, respectively, compared to a tax benefit of $7.5 million and $14.2 million, respectively, for the corresponding periods ended September 26, 2015.

The discrete amounts for the three-months ended September 24, 2016 consisted of foreign return-to-provision adjustments of $0.9 million, withholding tax on dividends of $0.7 million, the reversal of a prior quarter discrete item now included in the effective tax rate of $0.5 million, changes to the valuation allowance of our UK affiliate as a result of currency changes of $0.3 million, adjustments to our deferred tax account balances of $0.2 million as a result of the change in UK tax rates, and other adjustments of $0.2 million, partially offset by the US federal return-to-provision adjustment of $0.7 million.

The discrete amounts for the nine-months ended September 24, 2016 consisted of $29.4 million arising from the release of our valuation allowance, $2.3 million from the recognition of additional deferred tax assets, and $0.7 million related to the US federal return to provision adjustment, partially offset by a foreign return-to-provision adjustment of $0.8 million, withholding tax on dividends of $0.7 million, an out-of-period correction to our deferred tax balances of $0.5 million, current period interest expense on uncertain tax positions of $0.4 million and other adjustments of $0.1 million.

The discrete amounts for the three-months ended September 26, 2015 relate to favorable audit settlements in the US of $5.3 million, an out-of-period correction of an income tax payable account of $2.0 million and non-US income tax audit settlements of $0.2 million. The discrete amounts for the nine-months ended September 26, 2015 include the tax benefit of $12.9 million related to the favorable audit settlement in the US and the tax benefit for an out-of-period correction of an income tax payable account of $2.0 million, partially offset by tax expense arising from changes in uncertain tax positions of $0.7 million.

The effective tax rate for discontinued operations was 0.0% for the three and nine-months ended September 24, 2016 and also for the corresponding periods ended September 26, 2015.

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. As of both September 24, 2016 and December 31, 2015, we had unrecognized tax benefits of $11.9 million.

F-82

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

The following table summarizes the components of the income tax (expense) benefit reported:


	Three Months Ended						Nine Months Ended
(amounts in thousands)	September 24, 2016			September 26, 2015			September 24, 2016			September 26, 2015
Current Taxes
Federal	$	(5,341	)	$	3,514		$	(7,930	)	$	7,013
State		—			2			3			(178	)
Foreign		(8,136	)		(4,676	)		(17,867	)		(14,466	)

		(13,477	)		(1,160	)		(25,794	)		(7,631	)
Deferred Taxes
Foreign		(881	)		—			31,427			56

		(881	)		—			31,427			56

Income tax (expense) benefit for continuing operations		(14,358	)		(1,160	)		5,633			(7,575	)

Total (expense) benefit for income taxes	$	(14,358	)	$	(1,160	)	$	5,633		$	(7,575	)

The following is activity in our valuation allowance:


(amounts in thousands)	September 24, 2016			September 26, 2015
Balance at beginning of period	$	(318,690	)	$	(361,471	)
Valuation allowances established		(280	)		—
Changes to existing valuation allowances		9,137			2,242
Release of valuation allowances		29,983			—
Currency translation		2,399			2,602

Balance at end of period	$	(277,451	)	$	(356,627	)

During the third quarter 2016, we adjusted the existing valuation allowances as a result of the return-to-provision analysis for the US federal return and certain European subsidiaries in the amount of $0.7 million, which is included within the $9.1 million year-to-date activity above. During the second quarter 2016, we released a $29.9 million valuation allowance in the UK as we now expect to utilize existing net operating losses due to improved profitability in Europe. In addition, we established a $0.3 million valuation allowance for our St. Maarten subsidiary because, as a result of a change in facts, we have concluded the existing deferred tax asset is unlikely to be realized.

Deferred income taxes are provided for the temporary differences between the financial reporting bases and tax bases of our assets, liabilities and operating loss carryforwards. Deferred tax assets and liabilities, included in other assets and deferred credits and other liabilities, respectively, in the accompanying unaudited consolidated balance sheets are as follows:


(amounts in thousands)	September 24, 2016			December 31, 2015
Deferred tax asset	$	50,698		$	21,698
Deferred tax liability		(10,397	)		(15,448	)

Net deferred tax asset	$	40,301		$	6,250

F-83

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

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 three reportable segments, organized and managed principally by geographic region. Our reportable segments are North America, Europe and Australasia. We report all other business activities in Corporate and unallocated costs. Factors considered in determining the three reportable segments include the nature of business activities, the management structure accountable directly to the chief operating decision maker (CODM) for operating and administrative activities, the discrete financial information available and the information presented to the CODM. Management reviews net revenues and Adjusted EBITDA (as defined below) to evaluate segment performance and allocate resources. We define Adjusted EBITDA as net income (loss), as adjusted for the following items: loss (income) from discontinued operations, net of tax; gain (loss) on sale of discontinued operations, net of tax; equity earnings of non-consolidated entities; income tax (expense) benefit; depreciation and intangible amortization; interest expense, net; impairment and restructuring charges; gain 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, debt refinancing, and the Onex Investment.

The following tables set forth certain reportable segment information relating to our operations:


(amounts in thousands)	North America			Europe			Australasia			Total Operating Segments			Corporate and Unallocated Costs			Total Consolidated
Three Months Ended September 24, 2016:
Total net revenues	$	559,672		$	246,933		$	141,548		$	948,153		$	—		$	948,153
Elimination of intersegment net revenues		(7,447	)		(58	)		(8,173	)		(15,678	)		—			(15,678	)

Net revenues from external customers	$	552,225		$	246,875		$	133,375		$	932,475		$	—		$	932,475
Depreciation and amortization		16,380			6,222			1,897			24,499			970		$	25,469
Impairment and restructuring charges		784			2,650			240			3,674			271			3,945
Adjusted EBITDA		78,207			31,431			17,088			126,726			(10,177	)		116,549
Capital expenditures		10,310			5,813			2,121			18,244			981			19,225
Segment assets	$	1,144,578		$	820,916		$	400,913		$	2,366,407		$	69,406		$	2,435,813
Three Months Ended September 26, 2015:
Total net revenues	$	547,771		$	243,907		$	101,888		$	893,566		$	—		$	893,566
Elimination of intersegment net revenues		(11,044	)		—			(8,191	)		(19,235	)		—			(19,235	)

Net revenues from external customers	$	536,727		$	243,907		$	93,697		$	874,331		$	—		$	874,331
Depreciation and amortization		14,838			6,260			1,349			22,447			736		$	23,183
Impairment and restructuring charges		2,275			(379	)		109			2,005			311			2,316
Adjusted EBITDA		68,036			25,067			12,352			105,455			(7,080	)		98,375
Capital expenditures		11,437			6,299			1,653			19,389			26			19,415
Segment assets	$	1,073,376		$	763,430		$	243,593		$	2,080,399		$	147,014		$	2,227,413

F-84

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015


(amounts in thousands)	North America			Europe			Australasia			Total Operating Segments			Corporate and Unallocated Costs			Total Consolidated
Nine Months Ended September 24, 2016:
Total net revenues	$	1,603,868		$	752,953		$	384,621		$	2,741,442		$	—		$	2,741,442
Elimination of intersegment net revenues		(23,983	)		(754	)		(23,075	)		(47,812	)		—			(47,812	)

Net revenues from external customers	$	1,579,885		$	752,199		$	361,546		$	2,693,630		$	—		$	2,693,630
Depreciation and amortization		49,890			19,015			5,505			74,410			3,108		$	77,518
Impairment and restructuring charges		3,334			4,531			409			8,274			771			9,045
Adjusted EBITDA		185,692			90,417			40,246			316,355			(25,256	)		291,099
Capital expenditures		30,709			12,458			16,769			59,936			2,540			62,476
Segment assets	$	1,144,578		$	820,916		$	400,913		$	2,366,407		$	69,406		$	2,435,813
Nine Months Ended September 26, 2015:
Total net revenues	$	1,522,288		$	728,484		$	298,403		$	2,549,175		$	—		$	2,549,175
Elimination of intersegment net revenues		(33,718	)		(660	)		(24,685	)		(59,063	)		—			(59,063	)

Net revenues from external customers	$	1,488,570		$	727,824		$	273,718		$	2,490,112		$	—		$	2,490,112
Depreciation and amortization		44,907			18,490			4,237			67,634			2,159		$	69,793
Impairment and restructuring charges		3,989			10,734			202			14,925			632			15,557
Adjusted EBITDA		158,755			71,628			29,951			260,334			(27,439	)		232,895
Capital expenditures		24,983			19,644			7,920			52,547			338			52,885
Segment assets	$	1,073,376		$	763,430		$	243,593		$	2,080,399		$	147,014		$	2,227,413

Reconciliations of net income (loss) to Adjusted EBITDA are as follows:


	Three Months Ended						Nine Months Ended
(amounts in thousands)	September 24, 2016			September 26, 2015			September 24, 2016			September 26, 2015
Net income	$	44,016		$	41,651		$	124,513		$	70,609
Loss from discontinued operations, net of tax		2,741			570			2,845			2,045
Equity earnings of non-consolidated entities		(1,198	)		(640	)		(2,450	)		(1,233	)
Income tax expense (benefit)		14,358			1,160			(5,633	)		7,575
Depreciation and intangible amortization		25,469			23,183			77,518			69,793
Interest expense, net		18,547			17,917			53,725			40,549
Impairment and restructuring charges ^(a)		3,944			2,528			12,122			15,975
Loss (gain) on sale of property and equipment		73			314			(3,270	)		73
Stock-based compensation expense		4,867			3,199			14,944			8,672
Non-cash foreign exchange transaction/translation loss (gain)		401			(5,311	)		7,168			(4,215	)
Other non-cash items ^(b)		60			78			3,087			111
Other items ^(c)		3,270			13,713			6,519			22,733
Costs relating to debt restructuring, debt refinancing and the Onex investment ^(d)		1			13			11			208

Adjusted EBITDA	$	116,549		$	98,375		$	291,099		$	232,895

F-85

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

(a)	Impairment and restructuring charges above include charges relating to inventory and/or the manufacturing of our products that are included in cost of sales in the accompanying unaudited consolidated statements of operations. See Note 16— Impairment and Restructuring Charges .

(b)	Other non-cash items primarily include: for the nine-months ended September 24, 2016, (1) $2.6 million charge for the second quarter out-of-period European warranty liability adjustment and (2) charges of $0.4 million for Trend PPA inventory valuation adjustment.

(c)

Other items primarily include: (i) for the three-months ended September 24, 2016, (1) $2.1 million of professional fees related to the IPO process, (2) $0.5 million of acquisition costs, and (3) $0.2 million in legal costs associated with disposal of non-core properties in Europe; (ii) for the three-months ended September 26, 2015, (1) $11.4 million one-time payment to holders of vested options and restricted shares, (2) $1.1 million in acquisition costs, (3) $0.3 million in legal costs associated with disposal of non-core properties, and (4) $0.2 million related to a legal settlement from an environmental claim; (iii) for the nine-months ended September 24, 2016, (1) $2.4 million of professional fees related to the IPO process, (2) $1.5 million of acquisition costs, (3) $0.4 million in Dooria plant closure costs, (4) $0.3 million in legal costs associated with disposal of non-core properties, and (5) $0.3 million related to a legal settlement accrual for CMI; and (iv) for the nine-months ended September 26, 2015, (1) $11.7 million of stock compensation, including a one-time payment to holders of vested options and restricted shares, (2) $5.5 million related to a UK legal settlement, (3) $1.7 million in acquisition costs, (4) $1.4 million of legal costs related to non-core property disposal, (5) $0.9 million in production ramp-down costs, and (6) $0.4 million of legal costs related to our ESOP class action matters.

(d)	Includes non-recurring fees and expenses related to professional advisors, financial advisors and financial monitors retained in connection with the refinancing of our debt obligations and in connection with the Onex investment.

Note 12. Equity

Common Stock – We have the authority to issue 22,810,000 shares of common stock, with a par value of $0.01 per share (the “Total Common Stock”), of which 22,379,800 shares are designated common stock and 430,200 shares are designated as Class B-1 Common Stock. Each share of Total Common Stock (whether common stock or Class B-1 Common Stock) has the same rights, privileges, interest and attributes and is subject to the same limitations as every other share of Total Common Stock treating the Class B-1 Common Stock on an as-converted basis. Each share of Class B-1 Common Stock is convertible at the option of the holder into shares of common stock at the same ratio on the date of conversion as a share of Series A-1 Stock would have been convertible on such date of conversion, assuming that no cash dividends had been paid on the Series A-1 Stock (or its predecessor security) since the date of initial issuance.

Common stock on the accompanying unaudited consolidated balance sheets includes the par value of shares outstanding plus amounts recorded as additional paid-in capital. A summary of activity for common and B-1 Common shares outstanding for the year-to-date period ending September 24, 2016 was as follows:


	Common		B-1 Common
September 24, 2016
Beginning shares outstanding		1,620,840		6,186
Shares issued		1,202		5,281

Ending shares outstanding		1,622,042		11,467

F-86

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

Shares outstanding above excludes the shares issued to the Employee Benefit Trust that are considered similar to treasury shares and total 17,631 shares at both September 24, 2016 and December 31, 2015 with a total value of $12.4 million.

We use the specific identification method to account for repurchased shares and charge to retained earnings any excess of the purchase price over the original issuance price, unless there is an accumulated deficit in the preceding period, in which case the entire amount of the repurchases is charged to common stock. Shares are immediately retired upon repurchase.

On July 28, 2015, our Board of Directors authorized a distribution of $52.00 per share of common stock in which the Series A Convertible Preferred Stock and Class B-1 Common Stock would participate on an as-converted basis. The record date for the distribution was June 30, 2015 and totaled $84.9 million for holders of our common stock and Class B-1 Common Stock. We applied distributions totaling $14.4 million against principal and accrued interest on outstanding employee and director notes. Participating in the distribution were 1,608,893 common shares and 4,789 B-1 Common shares (7,112 as-converted common shares). The distributions were paid on or about July 31, 2015.

In October of 2015, we issued 7,680 shares of common stock valued at $2.0 million as part of the consideration paid for the purchase of certain assets and liabilities related to an acquisition.

Note 13. Convertible Preferred Shares

We have the authority to issue up to 8,750,000 shares of preferred stock, par value of $0.01, of which 8,749,999 shares are designated as Series A Convertible Preferred Stock and one share is designated as Series B Preferred Stock. Series A Stock consists of 2,922,634 shares of Series A-1 Stock, 208,760 shares of Series A-2 Stock, 843,132 shares of Series A-3 Stock, and 4,775,473 shares of Series A-4 Stock. At September 24, 2016 and December 31, 2015, all of the authorized shares of Series A-1, Series A-2, and Series A-3 Stock and one Series B Stock were issued and outstanding. The Series A Stock has a preferred annual dividend of 10% per annum. The cumulative dividends accrue continually and compound annually at the rate of 10% whether or not they have been declared and whether or not there are funds available for the payment. Preferred dividends are payable only when declared by the Board of Directors.

In June 2016, the Company, represented by directors not appointed by Onex, settled indemnification claims under the 2011 and 2012 Stock Purchase Agreements with Onex. As a result of this agreement, the Company refunded $23.7 million of the issuance price agreed to in the 2011 and 2012 Stock Purchase Agreements in August 2016. The refund was recorded as a reduction in the carrying value of the Convertible Preferred shares in the accompanying consolidated balance sheets.

During the third quarter of 2015, the holders of the 3,974,525 shares of Series A Stock (5,245,494 as-converted common shares) received $272.8 million through participation in the $52.00 per share of Common Stock distribution (see Note 12— Equity ). The Board of Directors authorized an additional distribution of $62.4 million to holders of Series A Stock representing dividends accrued between January 1, 2015 and July 31, 2015. Total distributions for holders of our Series A Stock were $335.2 million, were paid

F-87

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

on or about July 31, 2015, and were recorded as reductions to the carrying value of the Series A Stock. Cumulative undeclared and unpaid preferred stock dividends totaled $409.5 million as of September 24, 2016 and $325.0 million as of December 31, 2015.

Note 14. Earnings (Loss) Per Share

Basic earnings (loss) per share is calculated by dividing net income attributable to common stockholders by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Diluted earnings per share attributable to common stockholders adjusts the basic earnings per share attributable to common stockholders and the weighted-average number of shares of common stock outstanding for the potential dilutive impact of stock options and warrants, using the treasury-stock method, and convertible preferred stock using the as-if-converted method. For purposes of the diluted earnings (loss) per share calculation, our Series A Stock, Common Stock Options, Class B-1 Common Stock Options, and unvested Common Restricted Stock Units are considered to be common stock equivalents but are excluded from the calculation of diluted net loss per share if their effect would be anti-dilutive.

The reconciliations of the numerators and denominators of the basic and diluted earnings (loss) per share computations are as follows (in thousands, except share and per share amounts):


	Three Months Ended						Nine Months Ended
	September 24, 2016			September 26, 2015			September 24, 2016			September 26, 2015
Earnings (loss) per share – basic:
Numerator:
Income from continuing operations	$	45,559		$	41,581		$	124,908		$	71,421
Equity earnings of non-consolidated entities		1,198			640			2,450			1,233

Income from continuing operations and equity earnings of non- consolidated entities		46,757			42,221			127,358			72,654
Undeclared Series A Convertible Preferred Stock dividends		(30,107	)		(16,852	)		(84,514	)		(16,852	)
Series A Convertible Preferred Stock dividends paid		—			(62,418	)		—			(62,418	)
Distributions on Series A Convertible Preferred Stock		—			(272,766	)		—			(272,766	)
Deemed dividend on Series A Convertible Preferred Stock from Settlement Agreement		—			—			(23,701	)		—

Income (loss) attributable to common shareholders from continuing operations		16,650			(309,815	)		19,143			(279,382	)
Loss from discontinued operations, net of tax		(2,741	)		(570	)		(2,845	)		(2,045	)

Net income (loss) attributable to common shareholders – basic	$	13,909		$	(310,385	)	$	16,298		$	(281,427	)

Denominator:
Weighted-average outstanding shares of common stock basic		1,636,475			1,616,083			1,633,198			1,677,121
Earnings (loss) per share:
Income (loss) from continuing operations	$	10.17		$	(191.71	)	$	11.72		$	(166.58	)
Loss from discontinued operations	$	(1.67	)	$	(0.35	)	$	(1.74	)	$	(1.22	)

Net income (loss)	$	8.50		$	(192.06	)	$	9.98		$	(167.80	)

F-88

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015


	Three Months Ended						Nine Months Ended
	September 24, 2016			September 26, 2015			September 24, 2016			September 26, 2015
Earnings (loss) per share – diluted:
Numerator:
Net income (loss) attributable to common shareholders – basic	$	13,909		$	(310,385	)	$	16,298		$	(281,427	)
Add: income (loss) attributable to Series A Convertible Preferred Stock		30,107			—			—			—
Add: Deemed dividend on Series A Convertible Preferred Stock from Settlement Agreement		—			—			—			—

Net income (loss) attributable to common shareholders – diluted	$	44,016		$	(310,385	)	$	16,298		$	(281,427	)

Denominator:
Weighted-average outstanding shares of common stock basic		1,636,475			1,616,083			1,633,198			1,677,121
Dilutive convertible preferred stock		5,734,468			—			—			—
Options to purchase common stock		332,442			—			290,143			—

Weighted-average shares outstanding – diluted		7,703,385			1,616,083			1,923,341			1,677,121

Earnings (loss) per share:
Income (loss) from continuing operations	$	6.07		$	(191.71	)	$	9.95		$	(166.58	)
Loss from discontinued operations	$	(0.36	)	$	(0.35	)	$	(1.48	)	$	(1.22	)

Net income (loss)	$	5.71		$	(192.06	)	$	8.47		$	(167.80	)

Class B-1 Common Stock is considered a participating security as defined by ASC 260. However, the effect of utilizing the two-class method to allocate earnings to the weighted average shares of Class B-1 Common Stock outstanding on an as-converted basis for the three and nine-months ended September 24, 2016 and September 26, 2015, respectively, has an immaterial effect on our income (loss) per share. Therefore, we have elected to forgo the two-class method and separate presentation of income (loss) per share for each participating class of common stock.

The following table presents the anti-dilutive shares excluded from the calculations of diluted earnings per share:


	Three Months Ended				Nine Months Ended
	September 24, 2016		September 26, 2015		September 24, 2016		September 26, 2015
Series A Convertible Preferred Stock		—		3,974,525		3,974,525		3,974,525
Anti-dilutive options to purchase common stock		64,401		407,990		96,151		407,990
Restricted stock units		—		14,876		—		14,876

Note 15. Stock Compensation

We recorded share-based compensation expense of $4.9 million and $15.0 million in the three-months and nine-months ended September 24, 2016, respectively, and $14.6 million and $20.4 million in the corresponding periods of 2015, respectively. During the third quarter of 2015, we recorded $11.4 million of share-based compensation associated with a payment to participants in our stock incentive plan. This payment consisted of $52.00 per vested common option, $77.22 per vested B-1 common option and $52.00

F-89

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

per restricted stock unit. In addition, we modified the terms of unvested options, reducing the exercise prices by $52.00 and $77.22 for common and B-1 common options, respectively, resulting in additional share-based compensation expense of $0.9 million in the third quarter of 2015. The weighted average exercise price at September 26, 2015 was $156.60 after the modification. Key assumptions used in valuing the option modification were as follows:


Expected volatility range			36.02% – 51.19%
Expected preferred stock dividend rate			10.00%
Weighted average term (in years)			1.60 – 5.72
Risk free rate			0.54% – 1.75%

The unrecognized compensation expense related to unvested share-based compensation arrangements was $29.8 million and $21.3 million at September 24, 2016 and September 26, 2015, respectively. The compensation expense is expected to be recognized over the remaining weighted-average vesting period of 2.2 years.

The following table summarizes stock option and RSU activity:


Period ended September 24, 2016	Three Months Ended				Nine Months Ended
	Shares		Weighted Average Exercise Price Per Share		Shares		Weighted Average Exercise Price Per Share
Options granted		—		—		33,400		408.38
Options cancelled		7,128		209.04		25,344		185.88
Options exercised		5,080		196.28		8,866		203.23
RSU’s granted		—		—		2,500		—

Period ended September 26, 2015	Three Months Ended				Nine Months Ended
	Shares		Weighted Average Exercise Price Per Share		Shares		Weighted Average Exercise Price Per Share
Options granted		—		—		16,800		221.92
Options cancelled		20,416		219.26		63,354		225.26
Options exercised		342		225.36		5,110		246.09
RSU’s granted		—		—		500		—

Note 16. Impairment and Restructuring Charges

Closure costs and impairment charges for operations not qualifying as discontinued operations are classified as impairment and restructuring charges.

In fiscal year 2016, our impairment and restructuring charges consisted of the following:

•

In the third quarter of 2016, we incurred impairment and restructuring costs of $3.9 million, including a $1.0 million impairment on a held-for-sale building in Europe and ongoing personnel restructuring, primarily in Europe.

•

In the second quarter of 2016, we incurred impairment and restructuring costs of $2.1 million, including $1.1 million of restructuring costs in Europe related to the closure of a manufacturing plant in Sweden and restructuring of corporate personnel.

F-90

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

•

In the first quarter of 2016, we incurred impairment and restructuring costs of $3.0 million, primarily related to ongoing global personnel restructuring.

In fiscal year 2015, our impairment and restructuring charges consisted of the following:

•

In the third quarter of 2015, we fully impaired an equity investment and related notes receivable totaling $1.5 million. The remaining restructuring costs of $1.3 million primarily related to personnel restructuring in North America, offset by $0.5 million in restructuring income related to reduced estimates for final restructuring expenses in our French operations.

•

In the second quarter of 2015, we incurred impairment and restructuring costs of $1.4 million in Europe with the remaining restructuring costs of $1.8 million primarily related to personnel restructuring in North America.

•

In the first quarter of 2015, we incurred impairment and restructuring costs of $10.0 million, primarily related to restructuring in our French operations.

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


	Three Months Ended				Nine Months Ended
(amounts in thousands)	September 24, 2016		September 26, 2015		September 24, 2016		September 26, 2015
Closed operations	$	1,041	$	332	$	1,041	$	332
Continuing operations		—		1,360		895		1,520

Total impairments		1,041		1,692		1,936		1,852
Restructuring charges, net of fair value adjustment gains		2,904		624		7,109		13,705

Total impairment and restructuring charges	$	3,945	$	2,316	$	9,045	$	15,557

The following is a summary of the restructuring accruals recorded and charges incurred during the nine-month periods ending September 24, 2016 and September 26, 2015:


(amounts in thousands)	Beginning Accrual Balance		Additions Charged to Expense			Payments or Utilization			Ending Accrual Balance
September 24, 2016
Severance and sales restructuring costs	$	5,424	$	6,012		$	(9,233	)	$	2,203
Disposal of property and equipment		—		(71	)		71			—
Other		3,083		1,168			(1,587	)		2,664

	$	8,507	$	7,109		$	(10,749	)	$	4,867

September 26, 2015
Severance and sales restructuring costs	$	5,210	$	10,327		$	(8,242	)	$	7,295
Disposal of property and equipment		—		64			(64	)		—
Other		2,470		3,313			(2,802	)		2,981

	$	7,680	$	13,704		$	(11,108	)	$	10,276

F-91

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

Note 17. Other (Expense) Income


	Three Months Ended						Nine Months Ended
(amounts in thousands)	September 24, 2016			September 26, 2015			September 24, 2016			September 26, 2015
Foreign currency losses	$	(1,051	)	$	9,411		$	(5,942	)	$	8,346
(Loss) gain on sale of property and equipment		(162	)		(405	)		3,054			(344	)
Legal settlement income		8,186			—			9,646			293
Other items		758			817			2,202			1,684

	$	7,731		$	9,823		$	8,960		$	9,979

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

Note 18. Derivative Financial Instruments

All derivatives are recorded as assets or liabilities in the consolidated balance sheets at their respective fair values. For derivatives designated as hedging relationships, changes in the fair value are either offset through earnings against the change in fair value of the hedged item attributable to the risk being hedged or recognized in consolidated other comprehensive income (loss), to the extent the derivative is effective at offsetting the changes in cash flows being hedged until the hedged item affects earnings. For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative, as well as the offsetting gain or loss on the hedged item attributable to the hedged risk, are recognized in the consolidated statements of operations. Changes in the fair value of a derivative that do not meet the criteria for designation as a fair value or cash flow hedge at inception, or fail to meet the criteria thereafter, are also recognized in the consolidated statements of operations.

Foreign currency derivatives – We are exposed to the impact of foreign currency fluctuations in certain countries in which we operate. In most of these countries, the exposure to foreign currency movements is limited because the operating revenues and expenses of our business units are substantially denominated in the local currency. To the extent borrowings, sales, purchases, revenues, expenses or other transactions are not executed in the local currency of the operating unit, we are exposed to currency risk. In order to mitigate the exposure, we enter into a variety of foreign currency derivative contracts, such as forward contracts, option collars and cross-currency swaps. We use foreign currency derivative contracts, with a total notional amount of $42.6 million, in order to manage the effect of exchange fluctuations on forecasted sales, purchases, acquisitions, inventory and capital expenditures and certain intercompany transactions that are denominated in foreign currencies. We use foreign currency derivative contracts, with a total notional amount of $127.4 million, to hedge the effects of translation gains and losses on intercompany loans and interest. We also use foreign currency derivative contracts, with a total notional amount of $128.0 million, to mitigate the impact to the consolidated earnings of the Company from the effect of the translation of certain subsidiaries’ local currency results into U.S. dollars. We do not use derivative financial instruments for trading or speculative purposes. Hedge accounting was not elected for any foreign currency derivative contracts. We record mark-to-market changes in the values of these derivatives in other (expense) income. For the three and nine-month periods ended September 24, 2016, we recorded mark-to-market losses of $0.7 million and $9.2 million, respectively, and we recorded mark-to-market gains of $6.7 million and $7.8 million in the corresponding periods of 2015.

F-92

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

Interest rate swap derivatives – We are exposed to interest rate market risk in connection with our variable rate long-term debt. During the fourth quarter of 2014, we entered into interest rate swap agreements to manage this risk. The interest rate swaps mature in September 2019 and are forward-starting, with half of the $546.0 million aggregate notional amount having become effective in September 2015, and the other half becoming effective in calendar September 2016. On July 1, 2015, we amended our $775.0 million term loan credit facility, and we received an additional $480.0 million in long-term borrowings. In conjunction with the issuance of the incremental term loan debt, we entered into additional interest rate swap agreements to manage our increased exposure to the interest rate market risk associated with variable rate long-term debt. The additional interest rate swaps mature in September 2019 and are forward-starting, with half of the $426.0 million aggregate notional amount having become effective in June 2016 and the other half becoming effective in December 2016.


Period	Notional (000s)		Fixed Rate
September 2015 - September 2019	$	273,000		1.997	%
September 2016 - September 2019	$	273,000		2.353	%
June 2016 - September 2019	$	213,000		2.126	%
December 2016 - September 2019	$	213,000		2.281	%

The entire pre-tax mark-to-market gain of $0.8 million and loss of $11.8 million relating to these swap agreements was recorded in consolidated other comprehensive income (loss) for the three and nine-month periods ended September 24, 2016, respectively, as no portion was deemed ineffective. The entire pre-tax mark-to-market loss of $9.6 million and $12.8 million relating to these swap agreements was recorded in consolidated other comprehensive income (loss) for the three and nine-month periods ended September 26, 2015, respectively, as no portion was deemed ineffective. We recorded $1.3 million and $2.6 million of interest expense from the interest rate swaps that were effective in the three and nine-month periods ended September 24, 2016, respectively.

F-93

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

The fair values of derivative instruments held as of September 24, 2016 and December 31, 2015 are as follows:


	Asset derivatives
(amounts in thousands)	B/S Location		September 24, 2016 Fair Value		December 31, 2015 Fair Value
Derivatives not designated as hedging instruments:
Foreign currency forward contracts		other current assets	$	3,045	$	6,957
		other assets		18		—

	Liability derivatives
	B/S Location		September 24, 2016 Fair Value		December 31, 2015 Fair Value
Derivatives designated as hedging instruments:
Interest rate contracts		accrued expenses	$	7,374	$	4,353
		deferred credits and other liabilities		14,645		5,895
Derivatives not designated as hedging instruments:
Foreign currency forward contracts		accrued expenses	$	5,688	$	381

Note 19. Fair Value Measurements

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

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

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

F-94

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

The recorded fair values of these instruments were as follows:


	September 24, 2016
(amounts in thousands)	Level 1		Level 2			Level 3		Total Fair Value
Cash and equivalents	$	—	$	6,657		$	—	$	6,657
Derivative assets		—		3,063			—		3,063
Derivative liabilities		—		(27,707	)		—		(27,707	)

Total	$	—	$	(17,987	)	$	—	$	(17,987	)


	December 31, 2015
(amounts in thousands)	Level 1		Level 2			Level 3		Total Fair Value
Cash and equivalents	$	—	$	8,152		$	—	$	8,152
Derivative assets		—		6,957			—		6,957
Derivative liabilities		—		(10,629	)		—		(10,629	)

Total	$	—	$	4,480		$	—	$	4,480

Our non-financial assets and liabilities that are measured at fair value on a non-recurring basis are presented below.


(amounts in thousands)	September 24, 2016
	Level 1		Level 2		Level 3		Fair Value		Total Losses
Closed operations	$	—	$	—	$	935	$	935	$	1,041
Continuing operations		—		—		281		281		603

Total	$	—	$	—	$	1,216	$	1,216	$	1,644


(amounts in thousands)	December 31, 2015
	Level 1		Level 2		Level 3		Fair Value		Total Losses
Closed operations	$	—	$	—	$	747	$	747	$	497
Continuing operations		—		—		443		443		21

Total	$	—	$	—	$	1,190	$	1,190	$	518

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

Note 20. Fair Value of Financial Instruments

F-95

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

fair values of these financial instruments approximate their recorded values as of September 24, 2016 and December 31, 2015 due to their short-term nature, variable interest rates and mark-to-market accounting for derivative contracts. The fair values of fixed rate long-term receivables and debt were evaluated using a discounted cash flow analysis and using market interest rates. The fair value of long-term receivables and long-term fixed rate debt approximated carrying values at September 24, 2016.

Note 21. Commitments and Contingencies

Litigation – We are involved in various legal proceedings encountered in the normal course of business and accrue for loss amounts on legal matters when it is probable a liability has been incurred and the amount of liability can be reasonably estimated. Legal judgments and estimated settlements have been included in accrued expenses in the accompanying unaudited consolidated balance sheets.

Except as noted in the legal cases described below, as of September 24, 2016, there are no current proceedings or litigation matters involving the Company or its property that we believe could have a material adverse impact on our business, financial condition, results of operations or cash flows.

Steves and Sons Inc. vs JELD-WEN – We sell molded door skins to certain customers pursuant to long-term contracts, and these customers in turn use the molded door skins to manufacture interior doors and compete directly against us in the marketplace. We have given notice of termination of one of these contracts and, on June 29, 2016, the counterparty to the agreement, Steves and Sons, Inc., or “Steves,” filed a claim against JELD-WEN, Inc. in the United States District Court for the Eastern District of Virginia, Richmond Division. The complaint alleges that our acquisition of CraftMaster Manufacturing Inc., together with subsequent price increases and termination of the contract, violated antitrust laws and constituted a breach of contract, breach of warranty, and tort. The complaint seeks injunctive relief, ordinary and treble damages, and declaratory relief. We believe Steves’ claims lack merit and intend to defend vigorously against this action.

United Kingdom – In the fourth quarter of 2012, a UK court issued an order authorizing the “reopening” of a liquidation proceeding of a former subsidiary. As part of these proceedings and pursuant to this order, we repaid an alleged preference payment of £0.4 million ($0.6 million). The creditor also filed a lawsuit in U.S. District Court (Oregon), and included a JELD-WEN director in that suit, seeking to assess liability to the Company for any and all losses incurred as a result of the leasehold obligations which were disclaimed by the former subsidiary in the prior liquidation proceeding. The amount demanded by the creditor in the U.S. District Court action was $50.0 million. In April 2015, we reached agreement with applicable parties resulting in our recording a $17.3 million liability to the plaintiff in other accrued expenses and $11.5 million in accounts receivable from the insurance carriers and the other third party in March 2015. In June 2015, we paid $5.8 million in cash to fully settle the lawsuits in the UK and U.S. District Court.

ESOP – The JELD-WEN ESOP Plan, Administrative Committee, and individual trustees were sued by three separate groups of former employees and members of the ESOP for alleged violations relating to the management and distribution of the ESOP funds. These matters were pled as class actions and none of the cases were certified. In January 2015, we executed settlement agreements with applicable parties resulting in our recording $5.0 million in settlement expense in December 2014. Pursuant to the agreements, we accrued a $15.7 million liability to the plaintiffs in other accrued expenses and a $10.7 million insurance receivable in accounts receivable. In June 2015 we paid all settlement funds into an escrow account. On October 19, 2015, the court provided final approval of the settlement in all respects. The funds are expected to be distributed to claimants in 2016.

F-96

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

Self-Insured Risk – We self-insure substantially all of our domestic business liability risks including general liability, product liability, warranty, personal injury, auto liability, workers’ compensation and employee medical benefits. Excess insurance policies from independent insurance companies generally cover exposures between $3.0 million and $250.0 million for domestic product liability risk and exposures between $0.5 million and $250.0 million for auto, general liability, personal injury and workers’ compensation. We have no stop gap coverage on claims covered by our self-insured domestic employee medical plan and are responsible for all claims thereunder. We estimate our provision for self-insured losses based upon an evaluation of current claim exposure and historical loss experience. Actual self-insurance losses may vary significantly from these estimates. At September 24, 2016 and December 31, 2015, our accrued liability for self-insured risks was $73.1 million and $70.2, respectively.

Indemnifications – At September 24, 2016, we had commitments related to certain representations made on contracts for the purchase or sale of businesses or property. These representations primarily relate to past actions such as responsibility for transfer taxes if they should be claimed, and the adequacy of recorded liabilities, warranty matters, employment benefit plans, income tax matters or environmental exposures. These guarantees or indemnification responsibilities typically expire within one to three years. We are not aware of any material amounts claimed or expected to be claimed under these indemnities. From time to time and in limited geographic areas we have entered into agreements for the sale of our products to certain customers that provide additional indemnifications for liabilities arising from construction or product defects. We cannot estimate the potential magnitude of such exposures, but to the extent specific liabilities have been identified related to product sales, liabilities have been provided in the warranty accrual in the accompanying unaudited consolidated balance sheets.

F-97

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015


(amounts in thousands)	September 24, 2016		December 31, 2015
Discontinued operations	$	85	$	205
Self-insurance workers’ compensation		17,914		16,426
Liability and other insurance		15,884		18,064
Environmental		14,086		13,917
Other		10,089		10,279

	$	58,058	$	58,891

Environmental Contingencies – We periodically incur environmental liabilities associated with remediating our current and former manufacturing sites as well as penalties for not complying with environmental rules and regulations. We record a liability for remediation costs when it is probable that we will be responsible for such costs and the costs can be reasonably estimated. These environmental liabilities are estimated based on current available facts and present 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 in the accompanying unaudited consolidated balance sheets and totaled $0.5 million and $0.7 million at September 24, 2016 and December 31, 2015, respectively. There were no long-term environmental liabilities at both September 24, 2016 and December 31, 2015.

Everett, Washington WADOE Action – In 2008, we entered into an Agreed Order with the Washington Department of Ecology (WADOE) to assess historic environmental contamination at our former manufacturing site in Everett, Washington. As part of this order, we also agreed to develop a Cleanup Action Plan (CAP) identifying remediation options and the feasibility thereof. We are currently working with WADOE to finalize our assessment and draft CAP. We estimate the remaining cost to complete our assessment and develop the CAP at $0.5 million which we have fully accrued. We are working with insurance carriers who provided coverage to a previous owner and operator of the site, and at this time we cannot reasonably estimate the cost associated with any remedial action we would be required to undertake and have not provided for any remedial action in our accompanying unaudited consolidated financial statements. Should extensive remedial action ultimately be required, and if those costs are not found to be covered by insurance, the cost of remediation could have a material adverse effect on our results of operations and cash flows.

Everett, Washington NRD Action – In November 2014, we received a letter from the Natural Resource Damage Trustee Council (NRD), a Federal Agency, regarding a potential multi-party settlement of an impending damage claim related to historic environmental contamination on a site we sold in December 2013. In September 2015 we entered into a settlement agreement under which we will pay $1.2 million to settle the claim. Of the $1.2 million, the prior insurance carrier for the site has agreed to fund $1.0 million of the settlement. All amounts related to the settlement are fully accrued and we do not expect to incur any further significant loss related to the settlement of this matter.

F-98

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

In 2015, we entered into a Consent Order and Agreement, or COA, with the Pennsylvania Department of Environmental Protection, or PaDEP, to remove a pile of wood fiber waste from our site in Towanda, Pennsylvania, which we acquired in connection with our acquisition of CMI in 2013, by using it as fuel for a boiler at that site. The COA replaced a 1995 Consent Decree between CMI’s predecessor Masonite, Inc. and PaDEP. Under the COA, we are required to achieve certain periodic removal objectives and ultimately remove the entire pile by August 31, 2022. There is currently $10.7 million in bonds posted in connection with these obligations. If we are unable to remove this pile by August 31, 2022, then the bonds will be forfeited and we may be subject to penalties by PaDEP. We currently anticipate meeting all applicable removal deadlines; however, if our operations at this site decrease and we burn less fuel than currently anticipated then we may not be able to meet such deadlines.

Service Agreements – In February 2015, we entered into a strategic servicing agreement with a third party vendor to identify and execute cost reduction opportunities. The agreement provided for a tiered fee structure directly tied to cost savings realized. This contract terminated pursuant to its own terms on December 31, 2015, and we have accrued and will continue to incur fees associated with this agreement based upon realized cost savings from opportunities identified during the agreement.

Employee Stock Ownership Plan – We provide cash to our U.S. ESOP plan in order to fund required distributions to participants. No additional funding for distributions is expected for 2016.

Note 22. Employee Retirement and Pension Benefits

U.S. Defined Benefit Pension Plan – Certain U.S. hourly employees participate in our defined benefit pension plan. The plan is not open to new employees. The components of pension expense, as recorded in the accompanying unaudited consolidated statements of operations, are summarized below:


(amounts in thousands)	Three Months Ended						Nine Months Ended
(amounts in thousands)	September 24, 2016			September 26, 2015			September 24, 2016			September 26, 2015
Components of pension benefit expense—U.S. benefit plan
Service cost	$	800		$	500		$	2,400		$	1,500
Interest cost		4,100			4,000			12,300			12,000
Expected return on plan assets		(5,050	)		(5,300	)		(15,150	)		(15,900	)
Amortization of net actuarial pension loss		3,075			3,075			9,225			9,225

Pension benefit expense	$	2,925		$	2,275		$	8,775		$	6,825

We made no required contributions to our U.S. defined benefit pension plan during the three and nine-months ended September 24, 2016 and $6.5 million and $14.3 million during the three and nine-months ended September 26, 2015, respectively. The Plan currently exceeds the Pension Protection Act of 2006 guidelines, and expects to be in excess of the guidelines in the near future, therefore, no future contributions are required.

F-99

JELD-WEN HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three-Months and Nine-Months Ended September 24, 2016 and September 26, 2015

Note 23. Supplemental Cash Flow Information


	Nine Months Ended
(amounts in thousands)	September 24, 2016			September 26, 2015
Non-cash Investing Activities
Property, equipment and intangibles purchased in accounts payable	$	2,576		$	815
Notes receivable and accrued interest from employees and directors settled with return of JWH stock		—			49
Customer accounts receivable converted to notes receivable		794			133
Cash Financing Activities
Stock repurchases	$	—		$	32,520
Repurchase of ESOP shares to fund distribution		—			12,127

Common stock purchased	$	—		$	44,647

Borrowings on notes payable	$	—		$	503
Payments on notes payable		(135	)		(3,877	)

Change in notes payable	$	(135	)	$	(3,374	)

Note 24. Subsequent Events

On October 20, 2016 we completed the sale of the assets of Silver Mountain Resort and real estate. See Note 3 – Discontinued Operations and Divestitures .

On November 1, 2016 we increased borrowings under our existing term loan credit facility and amended certain of its terms. We borrowed an incremental $375 million and refinanced the previously outstanding $1,236.6 million for a consolidated total of $1,611.6 million. Included in the amendments were a new margin grid and a single maturity of July 1, 2022. The proceeds from the incremental term loan borrowings, along with cash on hand and/or borrowings on our revolving credit facility, are being used to fund a distribution of approximately $400 million to shareholders and holders of equity awards. The offering price of the incremental term loan debt was 99.75% of par. The consolidated term loan bears interest at LIBOR (subject to a floor of 1.00%) plus a margin of up to 3.75%, depending on our total net leverage ratio, and requires quarterly principal repayment beginning in March 2017. We incurred $7.5 million of debt issuance costs related to the new credit facility.

We have evaluated subsequent events from the balance sheet date through November 7, 2016, the date at which the financial statements were available to be issued, and determined that there are no other items to disclose.

F-100

LOGO

Through and including , 2016 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.

Other Expenses of Issuance and Distribution

The following table sets forth all the costs and expenses, other than underwriting discounts, payable in connection with the sale of the shares of common stock being registered hereby. Except as otherwise noted, the registrant will pay all of the costs and expenses set forth in the following table. All amounts shown below are estimates, except the SEC registration fee, the FINRA filing fee and the stock exchange listing fee:


	Amount
SEC registration fee	$	10,070
FINRA filing fee		15,500
Stock exchange listing fee		*
Printing and engraving expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Blue Sky fees and expenses		*
Transfer agent and registrar fees		*
Miscellaneous expenses		*

Total	$	*

*	To be filed by amendment.

Item 14.

Indemnification of Directors and Officers

Section 102 of the DGCL allows a corporation to eliminate the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except in cases where the director breached his or her duty of loyalty to the corporation or its stockholders, failed to act in good faith, engaged in intentional misconduct or a knowing violation of the law, willfully or negligently authorized the unlawful payment of a dividend or approved an unlawful stock redemption or repurchase or obtained an improper personal benefit. The registrant’s certificate of incorporation contains a provision which eliminates directors’ personal liability as set forth above.

The registrant’s certificate of incorporation and bylaws provide in effect that the registrant shall indemnify its directors and officers to the extent permitted by the Delaware law. Section 145 of the DGCL provides that a Delaware corporation has the power to indemnify its directors, officers, employees, and agents in certain circumstances. Subsection (a) of Section 145 of the DGCL empowers a corporation to indemnify any director, officer, employee or agent, or former director, officer, employee or agent, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, provided that such director, officer, employee or agent acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, provided that such director, officer, employee or agent had no reasonable cause to believe that his or her conduct was unlawful.

Subsection (b) of Section 145 of the DGCL empowers a corporation to indemnify any director, officer, employee or agent, or former director, officer, employee or agent, who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the

II-1

defense or settlement of such action or suit provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that despite the adjudication of liability such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 145 further provides that to the extent that a present or former director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith; that indemnification provided by Section 145 shall not be deemed exclusive of any other rights to which the party seeking indemnification may be entitled; that the corporation is empowered to purchase and maintain insurance on behalf of a director, officer, employee or agent of the corporation against any liability asserted against him or her or incurred by him or her in any such capacity or arising out of his or her status as such whether or not the corporation would have the power to indemnify him or her against such liabilities under Section 145; and that, unless indemnification is ordered by a court, the determination that indemnification under subsections (a) and (b) of Section 145 is proper because the director, officer, employee or agent has met the applicable standard of conduct under such subsections shall be made by (1) a majority vote of the directors who are not parties to such action, suit or proceeding (or a committee of such directors designated by majority vote of such directors), even though less than a quorum, or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders.

The right to indemnification conferred by the registrant’s certificate of incorporation and bylaws also includes the right to be paid the expenses (including attorneys’ fees) incurred by a present or former director or officer in defending any civil, criminal, administrative, or investigative action, suit, or proceeding in advance of its final disposition, provided, however, that if the Delaware law requires, an advancement of expenses incurred by a director or officer in his or her capacity as a director or officer shall be made only upon delivery to the registrant of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it is ultimately determined that such person is not entitled to be indemnified for such expenses under the registrant’s certificate of incorporation, bylaws, or otherwise.

In addition, the registrant intends to enter into indemnification agreements with each of its directors and certain of its officers, a form of which is filed as Exhibit 10.25 to this Registration Statement. These agreements require the registrant to indemnify such persons to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the registrant, and to advance expenses incurred as a result of any action, suit, or proceeding against them as to which they could be indemnified.

The registrant has in effect insurance policies for general officers’ and directors’ liability insurance covering all of its officers and directors.

Item 15.

Recent Sales of Unregistered Securities

The information presented in this Item 15 does not give effect to the -for-1 stock split that was effected on , . Since January 1, 2013, we have made the following sales of unregistered securities:

Series A Convertible Preferred Stock Issuances

On April 30, 2013, we issued 843,131.54 shares of our Series A Convertible Preferred Stock to 28 accredited investors in connection with the conversion of the then-outstanding convertible preferred notes for a price of $84.97 per share. See “Business—Our History”.

II-2

Acquisitions

On October 24, 2015, we issued 7,680 shares of our common stock in connection with our acquisition of all the assets of a company at a purchase price of $260.42 per share.

Plan-Related Issuances

From January 1, 2013 through September 24, 2016, we granted to our directors, officers, employees, consultants, and other service providers options to purchase 165,511 and 316,469 shares of our common stock and B-1 Common Stock, respectively, with per share exercise prices ranging from $206.72 to $521.70 under our 2011 Stock Plan, which excludes options to purchase 299,253 shares of our common stock which have been forfeited and are no longer outstanding. The exercise price range above represents the exercise prices at the date of grant and do not reflect the subsequent reduction in exercise price for certain options that were made in connection with the 2015 and 2016 distributions.

From January 1, 2013 through September 24, 2016, we issued to our directors, officers, employees, consultants, and other service providers an aggregate of 4,754 shares of our common stock at per share purchase prices ranging from $154.72 to $336.58 and an aggregate of 14,447 shares of our B-1 Common Stock at a per share purchase prices ranging from $129.50 to $542.29 pursuant to exercises of options granted under our 2011 Stock Plan. The exercise price range above represents the exercise prices at the date of exercise, including the exercise prices of options with an exercise price reduced in connection with the 2015 and/or 2016 distributions.

From October 29, 2014 through September 30, 2016, we granted to our directors, officers, employees, consultants, and other service providers an aggregate of 43,808 RSUs to be settled in shares of our common stock under our 2011 Stock Plan.

Other Common Stock Issuances

On March 27, 2015, we issued 1,136 shares of our common stock to one of our executive officers at a purchase price of $220.00 per share.

On December 14, 2015, we issued 2,000 shares of our common stock to one of our executive officers at a purchase price of $260.41 per share.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. The sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(2) of the Securities Act (or Regulation D or Regulation S promulgated thereunder), or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions.

In addition, on May 31, 2016, our capital stock was converted in connection with our conversion from an Oregon corporation into a Delaware corporation such that:

•

Each share of Common Stock of the Oregon corporation that was outstanding converted into one share of Common Stock, par value $0.01 per share, of the Delaware corporation;

•

Each share of Class B-1 Common Stock of the Oregon corporation that was outstanding converted into one share of Class B-1 Common Stock, par value $0.01 per share, of the Delaware corporation;

•

Outstanding Series A Convertible Preferred Stock of the Oregon corporation was exchanged for 2,922,633.710 shares of Series A-1 Convertible Preferred Stock, 208,759.552 shares of Series A-2

II-3

Convertible Preferred Stock, and 843,131.544 shares of Series A-3 Convertible Preferred Stock of the Delaware corporation; and

•

Each share of Series B Preferred Stock of the Oregon corporation that was outstanding converted into one share of Series B Preferred Stock, par value $0.01 per share, of the Delaware corporation.

Prior to the consummation of this offering, our Series A Convertible Preferred Stock and Class B-1 Common Stock will be converted into shares of our common stock and the one outstanding share of our Series B Preferred Stock will be cancelled. For illustrative purposes, assuming a conversion date of , , our Series A Convertible Preferred Stock will convert into shares of our common stock and our Class B-1 Common Stock will convert into shares of our common stock.

Item 16.

Exhibits and Financial Statement Schedules

(a)

Exhibits.

The Exhibits filed herewith are set forth on the Index to Exhibits filed as a part of this Registration Statement beginning on page II-7 hereof.

(b)

Financial Statement Schedules.

Schedule I—Condensed Financial Information (parent company only)

All other financial statement schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or notes thereto.

Item 17.

Undertakings

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on this 16th day of December, 2016.


JELD-WEN HOLDING, INC.

By:		/s/ L. Brooks Mallard
		L. Brooks Mallard
		Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

* Mark A. Beck	Chief Executive Officer, President, and Director (Principal Executive Officer)	December 16, 2016

/s/ L. Brooks Mallard L. Brooks Mallard	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	December 16, 2016

* Kirk Hachigian	Executive Chairman	December 16, 2016

* Roderick C. Wendt	Vice Chairman	December 16, 2016

* Anthony Munk	Director	December 16, 2016

* Bruce Taten	Director	December 16, 2016

* Martha (Stormy) Byorum	Director	December 16, 2016

* Matthew Ross	Director	December 16, 2016

* Patrick Tolbert	Director	December 16, 2016

II-5


Signature	Title	Date

* Steven E. Wynne	Director	December 16, 2016


*By:		/s/ L. Brooks Mallard
		L. Brooks Mallard
		Attorney-in-fact

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INDEX TO EXHIBITS


Exhibit No.		Exhibit Description

1.1*		Form of Underwriting Agreement.

3.1**		Certificate of Incorporation of JELD-WEN Holding, Inc., as amended.

3.1.1**		Certificate of Amendment of the Certificate of Incorporation of JELD-WEN Holding, Inc., filed August 19, 2016

3.1.2**		Certificate of Amendment of the Certificate of Incorporation of JELD-WEN Holding, Inc., filed October 28, 2016

3.2**		Bylaws of JELD-WEN Holding, Inc.

3.3*		Form of Amended and Restated Certificate of Incorporation of JELD-WEN Holding, Inc., to be effective upon the listing of our common stock on the New York Stock Exchange.

3.4*		Form of Amended and Restated Bylaws of JELD-WEN Holding, Inc., to be effective upon the listing of our common stock on the New York Stock Exchange.

4.1*		Specimen Common Stock Certificate of JELD-WEN Holding, Inc.

5.1*		Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP.

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

10.1.1		Amendment No. 1 to Credit Agreement, among JELD-WEN Holding, Inc., JELD-WEN, Inc., JELD-WEN of Canada, Ltd., the subsidiary guarantors party thereto, Wells Fargo Bank, National Association, and the lenders party thereto, dated July 1, 2015.

10.1.2		Amendment No. 2 to Credit Agreement, among JELD-WEN Holding, Inc., JELD-WEN, Inc., JELD-WEN of Canada, Ltd., Karona, Inc., the subsidiary guarantors party thereto, Wells Fargo Bank, National Association, and the lenders party thereto, dated November 1, 2016.

10.2		Term Loan Credit Agreement, among JELD-WEN Holding, Inc., JELD-WEN, Inc., Onex BP Finance LP, the other guarantors party thereto, Bank of America, N.A. and the lenders party thereto, dated October 15, 2014.

10.2.1		Amendment No. 1 to Term Loan Credit Agreement, among JELD-WEN Holding, Inc., JELD-WEN, Inc., Onex BP Finance LP, the subsidiary guarantors party thereto, Bank of America, N.A., and the lenders party thereto, dated July 1, 2015.

10.2.2		Amendment No. 2 to Term Loan Credit Agreement, among JELD-WEN Holding, Inc., JELD-WEN, Inc. the subsidiary guarantors party thereto, Onex BP Finance LP, Bank of America, N.A., and the lenders party thereto, dated November 1, 2016.

10.3**		Stock Purchase Agreement, among JELD-WEN Holding, Inc., Onex Partners III LP and the other investors party thereto, dated August 30, 2012.

10.3.1**		Amendment to Stock Purchase Agreements, among JELD-WEN Holding, Inc. and Onex Partners III LP, dated April 3, 2013.

10.3.2**		Amendment to Stock Purchase Agreement, among JELD-WEN Holding, Inc. and Onex Partners III LP, dated May 31, 2016.

10.3.3**		Form of Joinder to Stock Purchase Agreement, among JELD-WEN Holding, Inc., Onex Partners III LP and the other investors party thereto.

10.4**		Amended and Restated Stock Purchase Agreement, among JELD-WEN Holding, Inc., Onex Partners III LP, Onex Advisor III LLC, Onex Partners III GP LP, Onex Partners III PV LP, Onex Partners III Select LP, Onex US Principals LP, Onex Corporation, Onex American Holdings II LLC, BP EI LLC and 1597257 Ontario Inc., dated July 29, 2011.

10.4.1**		Amendment No. 1 to Amended and Restated Stock Purchase Agreement, among JELD-WEN Holding, Inc. and Onex Partners III LP, dated September 1, 2011.

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Exhibit No.		Exhibit Description

10.4.2**		Amendment to Amended and Restated Stock Purchase Agreement, among JELD-WEN Holding, Inc. and Onex Partners III LP, dated May 31, 2016.

10.5**		Registration Rights Agreement, among JELD-WEN Holding, Inc., Onex Partners III LP, Onex Advisor III LLC, Onex Partners III GP LP, Onex Partners III PV LP, Onex Partners III Select LP, Onex US Principals LP, Onex Corporation, Onex American Holdings II LLC, BP EI LLC, 1597257 Ontario Inc., and the persons listed on Schedule A thereto, dated October 3, 2011.

10.5.1**		Amendment to Registration Rights Agreement, among JELD-WEN Holding, Inc., Onex Partners III LP, Onex Advisor III LLC, Onex Partners III GP LP, Onex Partners III PV LP, Onex Partners III Select LP, Onex US Principals LP, Onex Corporation, Onex American Holdings II LLC, BP EI LLC, 1597257 Ontario Inc. and the other parties thereto, dated May 31, 2016.

10.5.2**		Amendment to Registration Rights Agreement, among JELD-WEN Holding, Inc., Onex Partners III LP, Onex Advisor III LLC, Onex Partners III GP LP, Onex Partners III PV LP, Onex Partners III Select LP, Onex US Principals LP, Onex Corporation, Onex American Holdings II LLC, BP EI LLC, 1597257 Ontario Inc. and the other parties thereto, dated May 31, 2016.

10.6**		JELD-WEN Holding, Inc. Amended and Restated Stock Incentive Plan, dated May 31, 2016.

10.7**		Form of Nonstatutory Common Stock Option Agreement.

10.8**		Form of Nonstatutory Class B-1 Common Stock Option Agreement.

10.9**		Form of Restricted Stock Unit Award Agreement.

10.10**		Consulting Agreement, by and between JELD-WEN Holding, Inc. and Onex Partners Manager LP, dated October 3, 2011.

10.10.1**		Amendment No. 1 to Consulting Agreement, by and between JELD-WEN Holding, Inc. and Onex Partners Manager LP, dated December 5, 2014.

10.11*+		Employment Agreement, by and between JELD-WEN Holding, Inc., JELD-WEN, Inc. and Mark A. Beck, dated November 10, 2015.

10.12*+		Management Employment Agreement, by and between JELD-WEN, Inc. and Kirk S. Hachigian, dated March 31, 2014.

10.13*+		Management Employment Agreement, by and between JELD-WEN, Inc. and L. Brooks Mallard, dated October 30, 2014.

10.14*+		Management Employment Agreement, by and between JELD-WEN, Inc. and John Dinger, dated November 30, 2015.

10.15*+		Executive Employment Agreement, by and between JELD-WEN UK, Ltd. and Peter Maxwell, dated June 5, 2015.

10.16*+		Executive Service Agreement, by and between JELD-WEN Australia Pty, Ltd. and Peter Farmakis, dated June 28, 2013.

10.17*+		Form of Management Transition Agreement.

10.18*+		Management Employment Agreement, by and between JELD-WEN, Inc. and Mark Thurman, dated January 1, 2014.

10.19*+		Supplemental Management Employment Agreement, by and between JELD-WEN, Inc. and Mark Thurman, dated May 12, 2015.

10.20*+		Amended Management Employment Agreement, by and between JELD-WEN, Inc. and Barry Homrighaus, dated April 14, 2014.

10.21*+		Transition Plan Letter, by and between JELD-WEN, Inc. and Barry Homrighaus, dated February 10, 2015.

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Exhibit No.		Exhibit Description

10.25		Form of Indemnification Agreement.

21.1*		List of subsidiaries of JELD-WEN Holding, Inc.

23.1**		Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.

23.2*		Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1).

23.3		Consent of Freedonia Custom Research.

24.1		Power of Attorney.

99.1		Consent of Gregory G. Maxwell.

*	To be filed by amendment.

**	Filed herewith.

+	Indicates management contract or compensatory plan.

II-9

Exhibit 3.1

Privileged & Confidential

CERTIFICATE OF INCORPORATION

JELD-WEN HOLDING, INC.

ARTICLE I.

NAME

The name of the Corporation is “JELD-WEN Holding, Inc.” (the “ Corporation ”).

ARTICLE II.

REGISTERED OFFICE AND AGENT

The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle (19801). The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III.

PURPOSE

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “ DGCL ”).

ARTICLE IV.

AUTHORIZED CAPITAL STOCK

The total number of shares of all classes of stock which the Corporation shall have authority to issue is 31,560,000, of which (a) 22,810,000 shares shall be Common Stock, par value $0.01 per share (the “ Total Common Stock ”) and (b) 8,750,000 shares shall be Preferred Stock, par value $0.01 per share (the “ Preferred Stock ”, and together with the Total Common Stock, the “ Capital Stock ”).

Of the Total Common Stock, there shall be designated two separate series: (i) 22,379,800 shares shall be designated Common Stock (the “ Common Stock ”); and (ii) 430,200 shares shall be designated Class B-1 Common Stock (the “ Class B-1 Common Stock ”).

Of the Preferred Stock, (i) 2,922,634 shares shall be designated Series A-1 Convertible Preferred Stock (the “ Series A-1 Stock ”), (ii) 208,760 shares shall be designated Series A-2 Convertible Preferred Stock (the “ Series A-2 Stock ”), (iii) 843,132 shares shall be designated Series A-3 Convertible Preferred Stock (the “ Series A-3 Stock ”), (iv) 4,775,473 shares shall be designated Series A-4 Convertible Preferred Stock (the “ Series A-4 Stock ” and, together with the Series A-1 Stock, Series A-2 Stock, and Series A-3 Stock, the “ Series A Convertible Preferred Stock ”), and (v) one share shall be designated “ Series B Preferred Stock .”

The powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of the Capital Stock are as set forth in Articles V-VII below.

ARTICLE V.

RIGHTS, POWERS, PREFERENCES AND RESTRICTIONS PERTAINING TO TOTAL COMMON STOCK

The rights, powers, preferences and restrictions granted to and imposed on the Total Common Stock are as set forth in this Article V and in Article VII.

A. Relative Rights .

(1) Except as (a) any provision of law may otherwise require or (b) any provision in this Certificate of Incorporation may otherwise provide, each share of Total Common Stock (whether Common Stock or Class B-1 Common Stock) shall have the same rights, privileges, interests and attributes, and shall be subject to the same limitations, as every other share of Total Common Stock and, without limitation, shall entitle the holder of record of any such issued and outstanding share of Total Common Stock, to receive an equal proportion (treating all shares of Class B-1 Common Stock on an as-converted basis for such purpose) of any cash dividends that may be declared, set apart or paid, an equal proportion of any dividends of authorized but unissued shares of the capital stock of the Corporation, if any, that may be made, an equal proportion (treating all shares of Class B-1 Common Stock on an as-converted basis for such purpose) of any dividends of any bonds or property of the Corporation, including the shares or bonds of other entities, that may be made, and an equal proportion (treating all shares of Class B-1 Common Stock on an as-converted basis for such purpose) of any distributions of the net assets of the Corporation (whether stated capital or surplus) that may be made upon a liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary (a “ Liquidation ”).

(2) The Corporation shall not subdivide or combine (by stock split, reverse stock split, recapitalization, merger, consolidation or other transaction) its shares of Common Stock or Class B-1 Common Stock, as the case may be, without in the same manner and in the same proportion subdividing or combining all shares of Common Stock and Class B-1 Common Stock.

B. Voting .

(1) Each holder of shares of Common Stock shall be entitled to notice of and to attend all special and annual meetings of the holders of shares of capital stock of the Corporation (the “ Shareholders ”) and to cast one vote for each outstanding share of Common Stock so held upon any matter or thing (including, without limitation, the election of one or more directors) properly considered and acted upon by the Shareholders in accordance with the DGCL, subject to the rights of other classes or series of Capital Stock to elect and remove without cause directors in accordance with the provisions of this Certificate of Incorporation.

(2) Each holder of shares of Class B-1 Common Stock shall be entitled to notice of and to attend all special and annual meetings of the Shareholders and to cast a number of votes equal to the number of shares of Common Stock into which such holder’s shares of Class B-1 Common Stock could be converted (as more fully described in Section F below) on the record date for the vote or consent of Shareholders upon any matter or thing (including, without limitation, the election of one or more directors) properly considered and acted upon by the Shareholders in accordance with the DGCL, subject to the rights of other classes or series of Capital Stock to elect and remove without cause directors in accordance with the provisions of this Certificate of Incorporation.

(3) The holders of shares of Total Common Stock shall vote as a single class with respect to the election and removal of directors (other than the election and removal without cause of the Preferred Directors) and, except as required by law, together with the Series A Convertible Preferred Stock as a single class upon all other matters submitted to a vote of Shareholders, including an agreement of merger. The holders of Total Common Stock are not entitled to vote separately on an agreement of merger.

C. Authorized Shares . The number of authorized shares of Total Common Stock may be increased or decreased (but not decreased below the number of shares thereof then outstanding), irrespective of Section 242(b)(2) of the DGCL, with the approval of the holders of a majority of the voting power of the issued and outstanding shares of the Total Common Stock and Series A Convertible Preferred Stock entitled to vote (voting together as a single class on an as-converted basis).

D. Dividends .

(1) Subject to Section A(2)(b) and (c) of Article VI, whenever there shall have been paid, or declared and set aside for payment, to the holders of shares of any class of stock having preference over the Total Common Stock as to the payment of dividends, the full amount of dividends and of sinking fund or retirement payments, if any, to which such holders are respectively entitled in preference to the Total Common Stock, then dividends may be paid on the Total Common Stock on a pro rata basis (treating all shares of Class B-1 Common Stock on an as-converted basis for such purpose) and on any class or series of stock entitled to participate therewith as to dividends, out of any assets legally available for the payment of dividends thereon, but only when and as declared by the Board.

(2) Except for Permitted Non-Core Common Dividends (which may be made to the holders of Common Stock in accordance with Section A(2)(b) of Article VI), whenever any dividend or distribution (including any distribution upon Liquidation of the Corporation or upon the reclassification of shares or a recapitalization of the Corporation) is made on the shares of Common Stock, an equal dividend or distribution shall be made on the shares of Class B-1 Common Stock (unless such dividend or distribution is made in Common Stock) (treating all shares of Class B-1 Common Stock on an as-converted basis for such purpose), and, whenever any dividend or distribution (including any distribution upon Liquidation of the Corporation or upon the reclassification of shares or a recapitalization of the Corporation) is made on the shares of Class B-1 Common Stock, an equal dividend or distribution shall be made on the shares of Common Stock (unless such dividend or distribution is made in Class B-1 Common Stock) (treating all shares of Class B-1 Common Stock on an as-converted

basis for such purpose); provided, however, that no dividend or other distribution shall be payable in shares of Common Stock or Class B-1 Common Stock or securities convertible into, exchangeable for or exercisable to acquire shares of Common Stock or Class B-1 Common Stock (including pursuant to a stock split or a division of such class of stock or a recapitalization of the Corporation), unless only shares of Common Stock or securities convertible into, exchangeable for or exercisable to acquire shares of Common Stock shall be distributed with respect to any outstanding shares of Common Stock and simultaneously only an equal number per share (not treating shares of Class B-1 Common Stock on an as-converted basis for such purpose) of shares of Class B-1 Common Stock or securities convertible into, exchangeable for or exercisable to acquire shares of Class B-1 Common Stock and otherwise in all material respects having the same powers, preferences and rights as the securities distributed with respect to the shares of Common Stock shall be distributed with respect to any outstanding shares of Class B-1 Common Stock.

E. Dissolution, Liquidation, Winding-Up . Subject to Section C of Article VI, in the event of any Liquidation, the holders of the Total Common Stock and holders of any class or series of stock entitled to participate therewith, in whole or in part, as to the distribution of assets in such event, shall become entitled to participate, pro rata (treating all shares of Class B-1 Common Stock on an as-converted basis for such purpose), in the distribution of any assets of the Corporation remaining after the Corporation shall have paid, or provided for payment of, all debts and liabilities of the Corporation and after the Corporation shall have paid, or set aside for payment, to the holders of any class or series of stock having preference over the Total Common Stock, in the event of any Liquidation, the full preferential amounts, if any, to which they are entitled.

F. Conversion of the Class B-1 Common Stock . The holders of Class B-1 Common Stock have the following conversion rights:

(1) Optional Conversion . Each share of Class B-1 Common Stock shall be convertible, at the option of the holder thereof, at the office of the Corporation or any transfer agent for the Class B-1 Common Stock, into shares of Common Stock at the same ratio on the date of conversion as a share of Series A-1 Stock would have been convertible on such date of conversion, assuming that no cash dividends had been paid on the Series A-1 Stock (such ratio, the “ Class B-1 Conversion Rate ”).

(2) Automatic Conversion . If, at any time a majority of the shares of Series A-1 Stock outstanding as of the Series A Initial Issuance Date have been converted to Common Stock pursuant to Section B of Article VI, whether pursuant to optional conversion or automatic conversion thereof (such occurrence, the “ Series A Majority Conversion ”), or upon a Company Redemption pursuant to Section D of Article VI, then, effective immediately upon the occurrence of such event, all outstanding shares of the Class B-1 Common Stock shall be converted into shares of Common Stock at the Class B-1 Conversion Rate at such time. In the event of a Liquidation of the Corporation or a Company Sale, effective immediately prior to the earlier, as applicable, of either (i) the distributions of the proceeds of such Liquidation or Company Sale pursuant to Section C of Article VI or (ii) if such Liquidation or Company Sale is a dissolution or merger, the effectiveness of such Liquidation or Company Sale, in each of clause (i) and (ii), all outstanding shares of the Class B-1 Common Stock shall be converted into shares of Common Stock at the Class B-1 Conversion Rate at such time. If any shares of Class B-1

Common Stock are issued after a Series A Majority Conversion, Company Redemption, Company Sale or Liquidation of the Corporation, such shares shall automatically be converted into Common Stock at the Class B-1 Conversion Rate as of the date of the Series A Majority Conversion, Company Redemption, Company Sale or Liquidation (as applicable).

(3) Mechanics of Optional Conversion . Before any holder of shares of Class B-1 Common Stock shall be entitled to convert the same into whole shares of Common Stock pursuant to Section F(1), such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or any transfer agent for such Class B-1 Common Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the same and shall state therein such holder’s name or the name or names of such holder’s nominees in which such holder wishes the certificate or certificates to be registered for the number of full shares of Common Stock to which such holder shall be entitled as aforesaid. Except as set forth herein, conversion pursuant to Section F(1) shall be deemed to have occurred immediately prior to the close of business on the date of such surrender of the shares of the Class B-1 Common Stock to be converted, and the Person or Persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of immediately prior to the close of business on such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Class B-1 Common Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the Person(s) entitled to receive the Common Stock upon conversion of the Class B-1 Common Stock shall not be deemed to have converted such Class B-1 Common Stock until immediately prior to the closing of such sale of securities.

(4) Reservation of Stock Issuable Upon Conversion . The Corporation shall at all times reserve and keep available, out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of the Class B-1 Common Stock, the full number of shares of Common Stock deliverable upon the conversion of all shares of the Class B-1 Common Stock from time to time outstanding. The Corporation shall from time to time, in accordance with the DGCL, use its best efforts to increase the authorized amount of its Common Stock if at any time the authorized number of shares of Common Stock remaining unissued, not subscribed for, and not otherwise committed to be issued shall not be sufficient to permit the conversion of all of the shares of the Class B-1 Common Stock at the time outstanding.

(5) Payment of Taxes . To the fullest extent permitted by applicable law, the Corporation shall pay any and all issuance and other stock transfer taxes that may be payable in respect of any issuance or delivery of Common Stock upon conversion of the Class B-1 Common Stock pursuant hereto. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of Common Stock in a name other than that in which Class B-1 Common Stock so converted was registered, and no such issuance or delivery shall be made unless and until the Person requesting such issuance has paid to the Corporation the amount of any such tax.

(6) Fractional Shares . Notwithstanding anything to the contrary in this Section F, no fractional shares of Common Stock shall be issued upon conversion of the Class B-1

Common Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of a share of Common Stock as determined in good faith by the Board; provided , however , that if the conversion is in connection with a Public Offering of Common Stock, the fair market value of a share of Common Stock shall be the price to the public per share of Common Stock in such Public Offering. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Class B-1 Common Stock the holder is at the time converting into Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion. The prohibition on the issuance of fractional shares upon conversion of the Class B-1 Common Stock provided by this Section F(6) shall apply only to an actual conversion of shares of Class B-1 Common Stock and shall not be applicable in determining the number of shares of Common Stock into which the Class B-1 Common Stock is then convertible for any other purpose in this Certificate of Incorporation.

ARTICLE VI.

RIGHTS, POWERS, PREFERENCES AND RESTRICTIONS PERTAINING TO

PREFERRED STOCK

The rights, powers, preferences and restrictions granted to and imposed on the Preferred Stock are as set forth in this Article VI and in Article VII.

A. Series A Convertible Preferred Stock .

(1) Voting . In addition to any voting rights required by law and by this Certificate of Incorporation, and subject to Section F, each holder of shares of the Series A Convertible Preferred Stock shall be entitled to notice of and to attend all special and annual meetings of Shareholders and to cast a number of votes equal to the number of shares of Common Stock into which such holder’s shares of the Series A Convertible Preferred Stock could be converted (as more fully described in Section B below) on the record date for the vote or consent of Shareholders upon any matter or thing properly considered and acted upon by the Shareholders (subject to the right of other classes or series of Capital Stock to designate and elect and remove directors in accordance with the provisions of this Certificate of Incorporation). Subject to Article XIV, the holders of shares of the Series A Convertible Preferred Stock shall vote with holders of the Total Common Stock as a single class on an as-converted basis upon all matters submitted to a vote of Shareholders, other than the election and removal without cause of directors, subject to any class or series shareholder voting requirement under applicable law. The holders of the Series A Convertible Preferred Stock shall vote with holders of the Total Common Stock as a single class on an agreement of merger and are not entitled to vote separately on an agreement of merger. The holders of Series A Convertible Preferred Stock, voting together as a single class on an as-converted basis, shall have the exclusive power to elect and remove without cause Series A Preferred Directors.

(2) Dividends .

(a) Dividends on each share of the Series A Convertible Preferred Stock shall accrue as follows:

i. Dividends on each share of Series A-1 Stock shall accrue at the rate of ten percent (10%) per annum on the sum of (x) the Series A Initial Liquidation Value, (y) $114.659932 (the “ Old Series A-1 Unpaid Dividends ”), and (z) the accrued but unpaid dividends on such share from and including the Series A Initial Issuance Date (the “ New Series A-1 Unpaid Dividends ” and, together with the Old Series A-1 Unpaid Dividends, the “ Series A-1 Unpaid Dividends ”);

ii. Dividends on each share of Series A-2 Stock shall accrue at the rate of ten percent (10%) per annum on the sum of (x) the Series A Initial Liquidation Value, (y) $80.645216 (the “ Old Series A-2 Unpaid Dividends ”), and (z) the accrued but unpaid dividends on such share from and including the Series A Initial Issuance Date (the “ New Series A-2 Unpaid Dividends ” and, together with the Old Series A-2 Unpaid Dividends, the “ Series A-2 Unpaid Dividends ”);

iii. Dividends on each share of Series A-3 Stock shall accrue at the rate of ten percent (10%) per annum on the sum of (x) the Series A Initial Liquidation Value, (y) $23.401614 (the “ Old Series A-3 Unpaid Dividends ”), and (z) the accrued but unpaid dividends on such share from and including the Series A Initial Issuance Date (the “ New Series A-3 Unpaid Dividends ” and, together with the Old Series A-3 Unpaid Dividends, the “ Series A-3 Unpaid Dividends ”); and

iv. Dividends on each share of Series A-4 Stock shall accrue at the rate of ten percent (10%) per annum on the sum of (x) the Series A Initial Liquidation Value and (y) the accrued but unpaid dividends on such share from and including the Series A-4 Initial Issuance Date (the “ Series A-4 Unpaid Dividends ” and, together with the Series A-1 Unpaid Dividends, Series A-2 Unpaid Dividends, and Series A-3 Unpaid Dividends, the “ Series A Unpaid Dividends ”).

Such dividends shall be fully cumulative and accumulate and accrue continually and compound annually at the rate described above, whether or not they have been declared and whether or not there are funds of the Corporation legally available for the payment thereof. Dividends on the Series A Convertible Preferred Stock shall be payable only when, as and if declared by the Board. Except as permitted by Section A(2)(c), dividends accrued on the Series A Convertible Preferred Stock may only be declared and paid, in whole or in part, at any time or times during the calendar year in respect of which they accrue. For the avoidance of doubt, the limitations on the payments of dividends provided by the foregoing two sentences shall not be applicable to any payments equal to amounts determined by reference to the amount of Series A Unpaid Dividends that may be due or payable under Section C.

(b) Except as described in Section A(2)(c), no dividend shall be declared or paid on the Total Common Stock unless (i) (A) there are no Series A Unpaid Dividends, and (B) a dividend on the Series A Convertible Preferred Stock is concurrently declared and paid as provided in the following sentence, or (ii) such dividend is declared and paid to holders of Common Stock prior to the first filing of a registration statement by the Corporation with respect to a Public Offering, consists solely of cash that is Distributable Non-Core Assets/Proceeds and provisions reasonably satisfactory to the Board have been made to reimburse the Corporation for any federal, state, and foreign tax that the Corporation and any of its subsidiaries may become subject to as a result of such dividend (a dividend described by

this clause (ii), a “ Permitted Non-Core Common Dividend ”). The holders of shares of Series A Convertible Preferred Stock shall be entitled to receive a pro rata share, based on the number of shares of Common Stock into which such holders’ shares of the Series A Convertible Preferred Stock could be converted (as more fully described in Section B below), of any dividend or distribution made by the Corporation to the holders of Total Common Stock (other than a distribution made to the holders of Total Common Stock pursuant to Section C, or a dividend made to the holders of Common Stock consisting solely of Distributable Non-Core Assets/Proceeds); no such dividend or distribution shall reduce the amount of Series A Unpaid Dividends.

(c) Notwithstanding clause (i) of the first sentence of Section (2)(b) and the existence of Series A Unpaid Dividends that may not be declared and paid pursuant to the last sentence of Section 2(a), the Corporation may declare and pay dividends on the Total Common Stock if (i) the Corporation gives notice to the holders of the Series A Convertible Preferred Stock describing (A) the proposed dividend to be paid on the Total Common Stock (the “ Proposed Dividend ”) and offering to declare and pay such Series A Unpaid Dividends and (B), if applicable, an alternative proposed dividend to be paid on the Total Common Stock if such Series A Unpaid Dividends are not paid (the “ Alternative Dividend ”) and (ii) the holders of a majority of the voting power of the outstanding shares of Series A Convertible Preferred Stock, voting together as a single class on an as-converted basis, consent in writing either to permit the Proposed Dividend and be paid the Series A Unpaid Dividends or to permit the payment of the Alternative Dividend. Nothing in this subsection (c) shall prohibit payment of a dividend in accordance with clause (ii) of the first sentence of Section A(2)(b).

B. Conversion of the Series A Convertible Preferred Stock . The holders of Series A Convertible Preferred Stock have the following conversion rights:

(1) Optional Conversion . Subject to Section B(11):

(a) each share of Series A-1 Stock shall be convertible, at the option of the holder thereof, at the office of the Corporation or any transfer agent for the Series A Convertible Preferred Stock, into a number of whole shares of Common Stock equal to the sum of (w) one (1), (x) the quotient of $39.106226 divided by $239.51, (y) the quotient of $75.553706 divided by $206.7269, and (z) the quotient of the New Series A-1 Unpaid Dividends with respect to such share divided by the Equity Constant (as adjusted from time to time as provided below, the “ Series A-1 Conversion Rate ”);

(b) each share of Series A-2 Stock shall be convertible, at the option of the holder thereof, at the office of the Corporation or any transfer agent for the Series A Convertible Preferred Stock, into a number of whole shares of Common Stock equal to the sum of (w) one (1), (x) the quotient of $12.336405 divided by $239.51, (y) the quotient of $68.308811 divided by $206.7269, and (z) the quotient of the New Series A-2 Unpaid Dividends with respect to such share divided by the Equity Constant (as adjusted from time to time as provided below, the “ Series A-2 Conversion Rate ”);

(c) each share of Series A-3 Stock shall be convertible, at the option of the holder thereof, at the office of the Corporation or any transfer agent for the Series A

Convertible Preferred Stock, into a number of whole shares of Common Stock equal to the sum of (w) one (1), (x) the quotient of $23.401614 divided by $206.7269, and (y) the quotient of the New Series A-3 Unpaid Dividends with respect to such share divided by the Equity Constant (as adjusted from time to time as provided below, the “ Series A-3 Conversion Rate ”); and

(d) each share of Series A-4 Stock shall be convertible, at the option of the holder thereof, at the office of the Corporation or any transfer agent for the Series A Convertible Preferred Stock, into a number of whole shares of Common Stock equal to the sum of (w) one (1) and (x) the quotient of the Series A-4 Unpaid Dividends with respect to such share divided by the Equity Constant (as adjusted from time to time as provided below, the “ Series A-4 Conversion Rate ” and, each of the Series A-1 Conversion Rate, Series A-2 Conversion Rate, Series A-3 Conversion Rate, and Series A-4 Conversion Rate, a “ Series A Conversion Rate ”).

(2) Automatic Conversion .

(a) If, at any time after October 3, 2016, the Corporation effects an initial Public Offering of its Common Stock pursuant to a registration on Form S-1 or any similar long form registration which satisfies all of the following criteria:

i. the Public Offering is effected on a firm commitment underwritten basis through a major underwriting firm of national reputation;

ii. the price to the public in the Public Offering is sufficient so that, if all of the shares of Series A Convertible Preferred Stock were converted into Common Stock and sold for cash at the price to the public on the date (the “ IPO Date ”) of the closing of the Public Offering (the “ IPO Cash Sale Proceeds ”), (x) the present value, as of the Old Series A Initial Issuance Date, of all IPO Cash Sale Proceeds with respect to shares of Series A-1 Stock, cash dividends paid on the Series A-1 Stock up to the IPO Date, the Old Series A-1 Dividends, and the Series A-1 Attributed Conversion Payment, discounted at 25% per annum on the basis of annual compounding, would be not less than the Series A-1 Initial Investment Amount, (y) the present value, as of the Supplemental Investment Issuance Date, of all IPO Cash Sale Proceeds with respect to shares of Series A-2 Stock, cash dividends paid on the Series A-2 Stock up to the IPO Date, the Old Series A-2 Dividends, and the Series A-2 Attributed Conversion Payment, discounted at 25% per annum on the basis of annual compounding, would be not less than the Supplemental Investment Amount, and (z) the present value, as of the Maturity Date, of all IPO Cash Sale Proceeds with respect to shares of Series A-3 Stock, cash dividends paid on the Series A-3 Stock up to the IPO Date, the Old Series A-3 Dividends, and the Series A-3 Attributed Conversion Payment, discounted at 25% per annum on the basis of annual compounding, would be not less than $71,641,093;

iii. the Common Stock offered pursuant to the Public Offering is listed on the New York Stock Exchange or the NASDAQ Global Select Market; and

iv. immediately after the closing of the Public Offering, the Common Stock has a public float of at least $300,000,000;

then, effective immediately prior to the closing of such initial Public Offering, all outstanding shares of the Series A Convertible Preferred Stock shall be converted into shares of Common Stock at the applicable Series A Conversion Rate at such time.

(b) Upon the date and time, or the occurrence of an event, specified by vote or written consent of the holders of a majority of the voting power of the outstanding shares of Series A Convertible Preferred Stock, voting or consenting together as a single class on an as-converted basis, all outstanding shares of the Series A Convertible Preferred Stock shall be converted into shares of Common Stock at the applicable Series A Conversion Rate at such time.

(3) Mechanics of Optional Conversion . Before any holder of shares of the Series A Convertible Preferred Stock shall be entitled to convert the same into full shares of Common Stock pursuant to Section B(1), such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or any transfer agent for such Series A Convertible Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the same and shall state therein such holder’s name or the name or names of such holder’s nominees in which such holder wishes the certificate or certificates to be registered for the number of full shares of Common Stock to which such holder shall be entitled as aforesaid. Except as set forth herein, conversion pursuant to Section B(1) shall be deemed to have occurred immediately prior to the close of business on the date of such surrender of the shares of the Series A Convertible Preferred Stock to be converted, and the Person or Persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of immediately prior to the close of business on such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the _. Securities Act, the conversion may, at the option of any holder tendering Series A Convertible Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the Person(s) entitled to receive the Common Stock upon conversion of the Series A Convertible Preferred Stock shall not be deemed to have converted such Series A Convertible Preferred Stock until immediately prior to the closing of such sale of securities.

(4) Adjustment for Stock Splits and Combinations . If the Corporation shall at any time or from time to time after the Series A Initial Issuance Date effect a subdivision of the outstanding Common Stock (including, but not limited to, by way of stock dividend, reclassification or stock split), the Series A Conversion Rates then in effect immediately before the subdivision shall be proportionately increased and, conversely, if the Corporation shall at any time or from time to time after the Series A Initial Issuance Date combine, in any manner, including by reclassification, the outstanding shares of Common Stock, the Series A Conversion Rates then in effect immediately before the combination shall be proportionately decreased so that, in either case, the holder of each share of the Series A Convertible Preferred Stock shall have the right thereafter to convert such share into the number of shares of Common Stock receivable upon such subdivision or combination by holders of the number of shares of Common Stock into which such share of the Series A Convertible Preferred Stock might have been converted immediately prior to such subdivision or combination, all subject to further adjustments as provided herein. Any adjustment under this subsection (4) shall become effective at the close of business on the date the subdivision or combination becomes effective.

(5) Adjustment for Reclassification , Exchange , or Substitution . If the Common Stock issuable upon the conversion of the Series A Convertible Preferred Stock at any time or from time to time after the Series A Initial Issuance Date shall be changed into the same or different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for in Section B(4) above or a reorganization, merger, consolidation or sale of assets provided for in Section B(6) below), then, and in each such event, provision shall be made (by adjustment to the Series A Conversion Rates or otherwise) so that the holder of each share of the Series A Convertible Preferred Stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities receivable upon such reorganization, reclassification or other change by holders of the number of shares of Common Stock into which such shares of the Series A Convertible Preferred Stock might have been converted immediately prior to such reorganization, reclassification or change, all subject to further adjustments as provided herein.

(6) Adjustment of Series A Conversion Rates for Reorganization or Merger . If at any time or from time to time after the Series A Initial Issuance Date there shall be a capital reorganization of the Corporation (other than a subdivision, combination, reclassification, exchange or substitution of shares provided for in Sections B(4) and B(5) above), or a merger of the Corporation with or into another entity, then, as a part of such reorganization, merger or consolidation, provision shall be made (by adjustment to the Series A Conversion Rates or otherwise) so that the holders of shares of the Series A Convertible Preferred Stock that remain outstanding thereafter, if any, shall thereafter be entitled to receive upon conversion of the Series A Convertible Preferred Stock, out of funds legally available therefor (to the extent applicable), the kind and amount of shares of stock and other securities, and other property, including cash, receivable upon such reorganization or merger by holders of the number of shares of Common Stock into which such shares of the Series A Convertible Preferred Stock might have been converted immediately prior to such reorganization or merger. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section B with respect to the rights of the holders of the Series A Convertible Preferred Stock after the reorganization or merger, to the end that the provisions of this Section B (including adjustment of the Series A Conversion Rates then in effect and the number of shares of stock or other securities deliverable upon conversion of the Series A Convertible Preferred Stock) shall be applicable after that event in as nearly an equivalent manner as may be practicable.

(7) Subsequent Share Issuances . The adjustments provided by Sections B(4), B(5) and B(6) above shall apply to the Series A-4 Conversion Rate whether or not any shares of Series A-4 Stock are issued and outstanding at the time of the event or events giving rise to such adjustments.

time to time, in accordance with the DGCL, use its best efforts to increase the authorized amount of its Common Stock if at any time the authorized number of shares of Common Stock remaining unissued, not subscribed for, and not otherwise committed to be issued shall not be sufficient to permit the conversion of all of the shares of the Series A Convertible Preferred Stock at the time outstanding.

(9) Payment of Taxes . The Corporation shall pay any and all issuance and other stock transfer taxes that may be payable in respect of any issuance or delivery of Common Stock upon conversion of the Series A Convertible Preferred Stock pursuant hereto. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of Common Stock in a name other than that in which Series A Convertible Preferred Stock so converted was registered, and no such issuance or delivery shall be made unless and until the Person requesting such issuance has paid to the Corporation the amount of any such tax.

(10) Converted Shares . Shares of Series A Convertible Preferred Stock that have been converted shall not be reissued.

(11) Company Sale Conversion . Notwithstanding anything set forth in this Section B, in the event of a conversion of all of the then outstanding shares of Series A Convertible Preferred Stock conditioned upon, or as a condition of, a Company Sale (a “ Sale Conversion ”), the applicable Series A Conversion Rates shall be adjusted so that in such Sale Conversion the number of shares of Common Stock to be issued to each former holder of Series A Convertible Preferred Stock so converted (a “ Sale Conversion Holder ”) is such that, following such Sale Conversion, the proceeds from the Company Sale that are distributed to the Sale Conversion Holders in respect of the Common Stock issued upon such Sale Conversion equal the amount the Sale Conversion Holders would have received in such Company Sale in respect of their shares of Series A Convertible Preferred Stock so converted, assuming that the amount distributable to all holders of Capital Stock was equal to the equity value implied by the price to be paid pursuant to such Company Sale transaction.

(12) Fractional Shares . Notwithstanding anything to the contrary in this Section B, no fractional shares of Common Stock shall be issued upon conversion of the Series A Convertible Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of a share of Common Stock as determined in good faith by the Board; provided , however , that if the conversion is in connection with a Public Offering of Common Stock, the fair market value of a share of Common Stock shall be the price to the public per share of Common Stock in such Public Offering. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Series A Convertible Preferred Stock the holder is at the time converting into Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion. The prohibition on the issuance of fractional shares upon conversion of the Series A Convertible Preferred Stock provided by this Section B(12) shall apply only to an actual conversion of shares of Series A Convertible Preferred Stock and shall not be applicable in determining the number of shares of Common Stock into which the Series A Convertible Preferred Stock is then convertible for any other purpose in this Certificate of Incorporation.

C. Liquidation or Sale Preference.

In the event of Liquidation of the Corporation, or a sale of the Corporation by way of a merger, the sale of all or substantially all of the Corporation’s assets, or the sale of all of the Corporation’s outstanding Common Stock and Preferred Stock (a “ Company Sale ”), the proceeds of such Liquidation or Company Sale shall be distributed as follows: (i) first, to the holder of the share of Series B Preferred Stock, $1,000; (ii) second, to the holders of Series A Convertible Preferred Stock, an amount per share of Series A Convertible Preferred Stock equal to the Equity Constant (the “ Series A Initial Liquidation Value ”) (as adjusted to reflect any subdivision or combination of shares to which the Series A Convertible Preferred Stock has been subject) plus an amount equal to the applicable Series A Unpaid Dividends; (iii) third, to holders of Common Stock, an amount per share of Common Stock equal to the Equity Constant (as adjusted to reflect any subdivision or combination of shares to which the Common Stock has been subject) (the “ Common Stock Liquidation Value ”); and (iv) fourth, any remaining proceeds from the Liquidation or Company Sale shall be distributed to the holders of Common Stock and Series A Convertible Preferred Stock on a pro rata basis (based on the number of shares of Common Stock into which the shares of Series A Convertible Preferred Stock could be converted as of such date (as more fully described in Section B above)). If no shares of Series A Convertible Preferred Stock are outstanding, the proceeds of a Company Sale shall be distributed pro rata to the holders of Common Stock.

D. Company Redemption of Series A Convertible Preferred Stock.

(1) At any time after (a) October 3, 2017, in the event that (i) the Corporation has effected a Qualified Public Offering by no later than October 3, 2016 and (ii) the Common Stock is actively traded on an Approved Securities Exchange, with a public float of no less than $300,000,000, or (b) in the event that clause (a) of this Section D(1) is not applicable, at any time after October 3, 2019, the Corporation may, by written notice (a “ Company Redemption Notice ”) to the holders of the Series A Convertible Preferred Stock, elect to redeem (a “ Company Redemption ”), out of funds legally available therefor, all (but not less than all) outstanding shares of the Series A Convertible Preferred Stock as follows:

(a) As to the Series A-1 Stock, at a redemption price (the “ Series A-1 Company Redemption Price ”) equal to the amount necessary so that the present value, as of the Old Series A Initial Issuance Date, of all cash dividends paid on the Series A-1 Stock up to the Company Redemption Date, the Old Series A-1 Dividends, the Series A-1 Company Redemption Price, and the Series A-1 Attributed Redemption Payment, discounted at 25% per annum on the basis of annual compounding, equals the Series A-1 Initial Investment Amount;

(b) As to the Series A-2 Stock, at a redemption price (the “ Series A-2 Company Redemption Price ”) equal to the amount necessary so that the present value, as of the Supplemental Investment Issuance Date, of all cash dividends paid on the Series A-2 Stock up to the Company Redemption Date, the Old Series A-2 Dividends, the Series A-2 Company Redemption Price, and the Series A-2 Attributed Redemption Payment, discounted at 25% per annum on the basis of annual compounding, equals the Supplemental Investment Amount;

(c) As to the Series A-3 Stock, at a redemption price (the “ Series A-3 Company Redemption Price ”) equal to the amount necessary so that the present value, as of the Maturity Date, of all cash dividends paid on the Series A-3 Stock, the Old Series A-3 Dividends, the Series A-3 Company Redemption Price, and the Series A-3 Attributed Redemption Payment, discounted at 25% per annum on the basis of annual compounding, equals $71,641,093; and

(d) As to the Series A-4 Stock, at a redemption price (the “ Series A-4 Company Redemption Price ” and, each of the Series A-1 Company Redemption Price, Series A-2 Company Redemption Price, Series A-3 Company Redemption Price, and Series A-4 Company Redemption Price, a “ Company Redemption Price ”) equal to the aggregate par value of all shares of Series A-4 Stock outstanding at the time of the Company Redemption Notice;

provided , however , that prior to exercising its right to a Company Redemption pursuant to this Section D, the Corporation shall provide evidence reasonably satisfactory to the holders of a majority of the voting power of the outstanding shares of Series A Convertible Preferred Stock that such Company Redemption does not violate applicable law or violate, contravene or cause a default under any agreements or obligations related to indebtedness of the Corporation and will not result in the Corporation becoming insolvent; and provided , further , that after giving effect to the Company Redemption the ratio of pro-forma Consolidated Indebtedness to TTM EBITDA will not exceed 4.75.

(2) The Company Redemption Notice shall be delivered to each holder of record of Series A Convertible Preferred Stock, at the address last shown on the records of the Corporation for such holder, and shall notify such holder of the redemption to be effected, and shall specify each Company Redemption Price, the date upon which the Company Redemption shall be effective (which in no event shall be earlier than ninety (90) days following delivery of the Company Redemption Notice) (the “ Company Redemption Date ”) and shall call upon such holder to surrender to the Corporation, in the manner and at the place designated, the holder’s certificate or certificates representing the shares to be redeemed.

(3) On or after the Company Redemption Date, (a) each share of Series A-1 Stock shall be redeemed by the Corporation for, and the Corporation shall pay in cash out of funds legally available therefor, the Series A-1 Per Share Redemption Price, (b) each share of Series A-2 Stock shall be redeemed by the Corporation for, and the Corporation shall pay in cash out of funds legally available therefor, the Series A-2 Per Share Redemption Price, (c) each share of Series A-3 Stock shall be redeemed by the Corporation for, and the Corporation shall pay in cash out of funds legally available therefor, the Series A-3 Per Share Redemption Price, and (d) each share of Series A-4 Stock shall be redeemed by the Corporation for, and the Corporation shall pay in cash out of funds legally available therefor, the Series A-4 Per Share Redemption Price. Upon such payment, the shares of Series A Convertible Preferred Stock being redeemed shall no longer be outstanding and the holders thereof shall thereupon surrender the certificates formerly representing such shares at the office of the Corporation, upon which such surrendered certificate shall be cancelled. Dividends shall cease accruing on the Series A Convertible Preferred Stock on the Company Redemption Date.

(4) At any time prior to the Company Redemption Date (including, for the avoidance of doubt, following receipt of a Company Redemption Notice), any holder of Series A Convertible Preferred Stock may exercise its right to convert any or all of such holder’s shares of Series A Convertible Preferred Stock in accordance with Section B, and any such conversion shall have no effect on the calculation of the applicable Company Redemption Price payable in connection with the redemption of shares of Series A Convertible Preferred Stock not so converted.

(5) For the avoidance of doubt, to the fullest extent permitted by law, a Company Redemption Notice shall be irrevocable. In the event that the Corporation gives a Company Redemption Notice but fails to perform its obligations to effect such Company Redemption, in addition to any remedies the holders of Series A Convertible Preferred Stock may have in law or equity, the Corporation shall no longer have the right to redeem the Series A Convertible Preferred Stock under this Section D of Article VI.

E. Series B Preferred Stock.

(1) Voting . In addition to any voting rights required by law, the Series B Preferred Stock shall only be entitled to vote on the election and removal without cause of the Series B Preferred Directors pursuant to B(1) of Article VIII and shall have no other voting rights. The holders of the Series B Preferred Stock, voting as a single class, shall have the exclusive power to elect and remove without cause the Series B Preferred Directors.

(2) Dividends: Cancellation . The Series B Preferred Stock shall not receive dividends. At such time as there are no outstanding shares of Series A Convertible Preferred Stock, each outstanding share of Series B Preferred Stock shall be automatically redeemed, out of funds legally available therefor, for $0.01 with no further action of the holder or the Corporation and the holder shall promptly surrender the certificate representing such shares to the Corporation in exchange for such redemption price; provided that if the Corporation does not have funds lawfully available for such redemption, each outstanding share of Series B Preferred Stock shall, to the fullest extent permitted by applicable law, be cancelled without any consideration being paid therefor. Shares of Series B Preferred Stock that are so redeemed or cancelled shall not be reissued.

F. Vote on Company Sale . In the event of a Company Sale contemplated by Section 1 of the Onex Shareholders Agreement that is to be effected as a merger, share exchange or sale of assets, the only shareholder approval required shall be the approval of a majority of the voting power of the outstanding shares of Series A Convertible Preferred Stock and Total Common Stock, voting together as a single class; with respect to any such matter, the holders of Common Stock as such shall be entitled to one vote per share of Common Stock, the holders of Class B-1 Common Stock as such shall be entitled to a number of votes per share of Class B-1 Common Stock equal to the number of shares of Common Stock into which such share of Class B-1 Common Stock could be converted, and the holders of Series A Convertible Preferred Stock as such shall be entitled to a number of votes per share of Series A Convertible Preferred Stock equal to the quotient obtained by dividing the product of two and the number of outstanding shares of Total Common Stock (treating all shares of Class B-1 Common Stock on an as-converted basis for such purpose) by the number of outstanding shares of Series A Convertible Preferred Stock.

ARTICLE VII.

RIGHTS, POWERS, PREFERENCES AND RESTRICTIONS PERTAINING TO ALL

CAPITAL STOCK

The rights, powers, preferences and restrictions granted to and imposed on the Total Common Stock and Preferred Stock shall include the following:

A. Preemptive Rights.

(1) Subject to Section A(6) of this Article VII, if the Corporation authorizes or proposes to authorize the issuance or sale of any additional shares of Total Common Stock, Preferred Stock or other equity securities, or any securities convertible into or exchangeable or exercisable for Total Common Stock, Preferred Stock or other equity securities (collectively, “ Participation Securities ”) at any time, the Corporation shall deliver written notice thereof (a “ Participation Notice ”) to each holder of record of Total Common Stock and Series A Convertible Preferred Stock, at the address last shown on the records of the Corporation for such holder, at least ten (10) business days prior to the proposed issuance or authorization. The Participation Notice shall specify: (i) the number of Participation Securities that the Corporation proposes to issue or sell, (ii) the rights and preferences of such Participation Securities, (iii) the Person(s) to whom such Participation Securities are proposed to be issued or sold, (iv) the price (before any commission or discount) at which such Participation Securities are proposed to be issued or sold (or, in the case of an underwritten or privately placed offering in which the price is not known at the time the Participation Notice is given, the method of determining such price and an estimate thereof), and (v) the other material terms and conditions upon which the Corporation intends to issue or sell the Participation Securities. Following delivery by the Corporation of a Participation Notice, the Corporation shall provide such additional information as the holders of Total Common Stock or Series A Convertible Preferred Stock receiving such Participation Notice may reasonably request, at the expense of such holders, in order to evaluate the proposed sale of the Participation Securities. To the fullest extent permitted by applicable law, a holder of Total Common Stock or Series A Convertible Preferred Stock that is not an “ accredited investor ” as defined in Regulation D under the Securities Act (or any comparable concept under any successor Rule) shall not be treated as a holder of Total Common Stock or Series A Convertible Preferred Stock, as applicable, for purposes of this Section A.

(2) Each holder of Total Common Stock or Series A Convertible Preferred Stock shall have a period of ten (10) days (the “ Participation Period ”) after the mailing of the Participation Notice within which to notify the Corporation in writing (the “ Participation Exercise Notice ”) that such holder wishes to acquire a specified amount of the Participation Securities, up to its Pro Rata Portion (as defined below) (each such electing shareholder, a “ Participating Shareholder ”). Such Participation Exercise Notice shall constitute an irrevocable commitment by such holder to purchase such number of Participation Securities set forth therein on the terms and subject to the conditions set forth in this Section A. “ Pro Rata Portion ” means, with respect to any Participating Shareholder, a number of Participation Securities, expressed as a percentage, equal to the maximum number of Participation Securities proposed to be issued or sold by the Corporation multiplied by the Percentage Ownership of such Participating Shareholder.

(3) The Corporation shall notify each Participating Shareholder within five (5) days following the expiration of the Participation Period of the number or amount of Participation Securities which such Participating Shareholder has subscribed to acquire in connection with the applicable Participation Notice.

(4) The purchase of, or subscription for, Participation Securities by the Participating Shareholders shall be at the same price (or, if applicable, the estimated price) and on the same terms and conditions, including the date of sale or issuance, as are applicable to the proposed issuance or sale by the Corporation of the Participation Securities to other Persons. The closing of the purchase of Participation Securities shall take place at the principal offices of the Corporation, or at the same place as the closing of the proposed issuance or sale by the Corporation of the Participation Securities to other Persons if not at the principal offices of the Corporation. At the closing, the purchase price for the Participation Securities shall be paid by the purchaser(s) to the Corporation against delivery by the Corporation to the purchaser(s) of the certificates evidencing the Participation Securities to be issued, free and clear of all liens, encumbrances, security interests, adverse claims or other restrictions (other than those created by this Certificate of Incorporation), and each Participating Shareholder exercising its preemptive rights pursuant to this Section A shall execute and deliver such documents as shall be reasonably requested by the Corporation.

(5) If (i) the Participation Period shall have expired and any portion of the offered Participation Securities shall not have been accepted by any of the holders of Total Common Stock or Series A Convertible Preferred Stock, or (ii) at the scheduled closing of the offered Participation Securities to all or any of the Participating Shareholders pursuant to this Section A, any of such Participating Shareholders fails to or is unable to consummate the acquisition of the Participation Securities as provided in its Participation Exercise Notice, then the Corporation shall be free to consummate the issuance or sale of the unpurchased Participating Securities to the Person(s) named in the Participation Notice; provided , that such issuance or sale is consummated within ninety (90) days following the expiration of the Participation Period at a price equal to or greater than the price set forth in the Participation Notice and on terms and conditions no less favorable to the Corporation in the aggregate than are set forth in the Participation Notice. If, at the end of such 90-day period, the Corporation has not completed the sale or issuance of any such Participation Securities in accordance with the terms provided in the Participation Notice, the Corporation shall again be obligated to comply with the provisions of this Section A with respect to, and deliver a Participation Notice in connection with, any proposed sale or issuance of such Participation Securities.

(6) The preemptive rights provided by this Section A shall not be available to holders of Total Common Stock or Series A Convertible Preferred Stock with respect to any issuances by the Corporation of (i) securities issued in connection with a pro rata stock dividend, stock split, subdivision, combination, recapitalization or similar transaction, (ii) securities issued upon exercise, conversion or exchange of any security of the Corporation (including, for the avoidance of doubt, the Series A Convertible Preferred Stock), (iii) securities issued to employees or directors of, and consultants to, the Corporation and its subsidiaries in connection with an employee incentive program or similar benefit plan, (iv) securities issued to the public in connection with a Qualified Public Offering by the Corporation or in connection with the issuance or exercise of warrants or shares granted to underwriters in connection with a

Public Offering, (v) securities issued to independent third parties in connection with corporate or strategic partnerships, joint ventures or alliances involving the Corporation and/or its Subsidiaries, (vi) securities issued to lenders who are independent third parties in loan transactions, (vii) securities issued to independent third parties in connection with acquisitions, (viii) securities issued to Subsidiaries of the Corporation, (ix) securities issued pursuant to the Stock Purchase Agreement, (x) shares of Series B Preferred Stock, or (xi) Capital Stock issued in the Conversion. The provisions of this Section A can be waived prospectively or retroactively with the written consent of each of the holders of (i) a majority of the voting power of the outstanding shares of Total Common Stock, voting together as a single class on an as-converted basis, and (ii) a majority of the voting power of the outstanding shares of Series A Convertible Preferred Stock, voting together as a single class on an as-converted basis. For the avoidance of doubt, holders of Total Common Stock or Series A Convertible Preferred Stock issued pursuant to any of the issuances described in clauses (i) through (viii) of this Section A(6), when and if such shares are issued, shall be entitled to the preemptive rights provided by this Section A with respect to such shares of Total Common Stock and Series A Convertible Preferred Stock.

ARTICLE VIII.

BOARD OF DIRECTORS

A. Powers of the Board of Directors . The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall be constituted as provided in this Certificate of Incorporation, the By-Laws of the Corporation and the DGCL, and directors need not be elected by ballot unless required by the By-Laws of the Corporation. The Board shall hold meetings on at least a quarterly basis.

B. Number, Election and Term of Office .

(1) Subject to Section B(4) and Section B(7) of this Article VIII, upon the Series A Initial Issuance Date:

(a) the Board shall consist of eleven (11) members, of which (i) the holders of the Total Common Stock (treating all shares of Class B-1 Common Stock on an as-converted basis for such purpose) are entitled to designate, elect, remove (without cause) and replace four (4) of such directors (“ Common Directors ”), (ii) the holders of Series A Convertible Preferred Stock (voting together as a single class on an as-converted basis) are entitled to designate, elect, remove (without cause) and replace five (5) of such directors (the “ Series A Preferred Directors ”), and (iii) the holders of the Series B Preferred Stock shall be entitled to designate, elect, remove (without cause) and replace two (2) directors (the “ Series B Preferred Directors ”, and collectively with the Series A Preferred Directors, the “ Preferred Directors ”); provided , however , that, only in connection with the appointment of the initial directors upon the effectiveness of the Conversion and this Certificate of Incorporation, the initial Common Directors shall be R.C. Wendt, Steven Wynne, John Carter and Martha Byorum, the initial Series A Preferred Directors shall be Mark A. Beck, Anthony Munk, Christopher Patterson, Matthew Ross and Patrick Tolbert, and the initial Series B Preferred Directors shall be Kirk S. Hachigian and Bruce Taten; and

(b) at each annual meeting of the Shareholders or any special meeting at which one or more directors of the Corporation are to be elected (or by written consent of the Shareholders in lieu of any such meeting), (i) the holders of the Series B Preferred Stock shall have the right to nominate and elect the two (2) Series B Preferred Directors, (ii) the holders of the Series A Convertible Preferred Stock (voting together as a single class on an as-converted basis) shall have the right to nominate and elect the five (5) Series A Preferred Directors, and (iii) the Common Directors serving as directors for the term immediately prior thereto (the “ Incumbent Common Directors ”) shall have (solely for purposes of any nomination by the Board of Directors) (to the exclusion of the Preferred Directors) the right to nominate, and the holders of the Total Common Stock (treating all shares of Class B-1 Common Stock on an as-converted basis for such purpose) shall have the right to nominate and elect, the four (4) Common Directors.

(2) [Intentionally Omitted.]

(3) [Intentionally Omitted.]

(4) In the event of a Major Onex Ownership Decline, the Board size shall be reduced to five (5) members, consisting of four (4) Common Directors and one (1) Series A Preferred Director, and the terms of office of the Series B Preferred Directors and four of the Series A Preferred Directors shall automatically expire. The holders of a majority of the voting power of the outstanding shares of Series A Convertible Preferred Stock shall have the right to determine which of the Series A Preferred Directors in office as of immediately prior to such Major Onex Ownership Decline shall be the one Series A Preferred Director whose term does not automatically expire pursuant to the preceding sentence (the “ Continuing Series A Director ”); provided , however , that in the absence of such determination, the Continuing Series A Director shall be the Series A Preferred Director in office as of immediately prior to such Major Onex Ownership Decline whose last name is first in alphabetical order.

(5) Subject to Section B(4), the Common Directors and Preferred Directors shall be elected at each annual meeting of the Corporation, with each director to hold office, unless removed, until his or her successor shall have been duly elected and qualified.

(6) Any vacancy (including, but not limited to, vacancies due to resignation, removal, death or incapacitation) in the office of any Common Director shall be filled by a majority of the Common Directors then in office, or by a sole remaining Common Director, or by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of the Total Common Stock (treating all shares of Class B-1 Common Stock on an as-converted basis for such purpose). Any vacancy (including, but not limited to, vacancies due to resignation, removal, death or incapacitation) in the office of any Series A Preferred Director shall be filled by a majority of the Series A Preferred Directors then in office, or by a sole remaining Series A Preferred Director, or by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of the Series A Convertible Preferred Stock, voting together as a single class on an as-converted basis. Any vacancy (including, but not limited to, vacancies due to resignation, removal, death or incapacitation) in the office of any Series B Preferred Director shall be filled by a majority of the Series B Preferred Directors then in office, or by a sole remaining Series B Preferred Director, or by the affirmative vote of the holder of the Series B Preferred Stock. Any Common Director or Preferred Director,

respectively, appointed or elected to fill a vacancy (including any vacancy created by any removal, death or resignation of any director or for any other reason) pursuant to this Section B(6) shall hold office for a term that shall coincide with the remaining term of the replaced Common Director and Preferred Director, respectively. If at any time there are no Common Directors then in office, upon the written demand of one or more Shareholders holding in the aggregate at least twenty percent (20%) of the voting power of the outstanding shares of Total Common Stock, the Secretary shall call a special meeting of Shareholders for the purpose of electing Common Directors.

(7) The provisions of this Section B shall terminate at such time as there is no Series A Convertible Preferred Stock outstanding, and in such event the number of directors of the Corporation shall be determined in the manner set forth in the By-Laws of the Corporation.

C. Special Provisions; Common Committee .

(1) Common Committee . The Board shall, in accordance with Section 141(a) of the DGCL, have a committee, designated the “ Common Committee ,” comprised of the Common Directors from time to time, each of whom shall automatically become a member of such committee upon his or her becoming a director. Actions in this Section C(1) that are approved by a majority of the members of the Common Committee shall be deemed approved by, and shall not require the further ratification of, the Board of Directors and shall be considered ready for implementation. The Common Committee shall be and hereby is delegated the Board of Directors’ authority with respect to the following matters (only):

(a) [Intentionally Omitted.]

(b) The declaration and payment by the Corporation of dividends in accordance with the other terms of this Certificate of Incorporation:

i. on the Series A Convertible Preferred Stock to the extent that taking such actions would be in full compliance with the Credit Facility as in effect on October 3, 2011 (irrespective of whether the Credit Facility is subsequently amended, modified, waived or terminated); or

ii. prior to the first filing of a registration statement by the Corporation with respect to a Public Offering, consisting solely of cash that is Distributable Non-Core Assets/Proceeds, in each case made pursuant to Section A(2)(b)(ii) of Article VI.

the potential liability of the Corporation in connection with such claim that would give rise to indemnification of the Investor Indemnified Parties (as defined in the Stock Purchase Agreement) under the Stock Purchase Agreement (i.e., the amount above which increases in the amount of such liability would not increase the amount of indemnification of the Investor Indemnified Parties after giving effect to the limitations in Article IX of the Stock Purchase Agreement and the cumulative effect of other claims for indemnification); provided , however , that in such case the Common Committee shall be delegated the Corporation’s right as the Indemnifying Party (as defined in the Stock Purchase Agreement) under the penultimate sentence of Section 9.4(b) of the Stock Purchase Agreement to consent to any settlement, compromise, discharge or admission of liability with respect to such matters; and provided , further , that the authority extended to the Common Committee under this Section C(2)(c) shall not include the authority to defend or settle any Tax claims that would not give rise to indemnification obligations under Section 9.1 of the Stock Purchase Agreement (“ Other Tax Claims ”), irrespective of whether such Other Tax Claim is part of the same audit, proceeding or investigation. Notwithstanding the foregoing, the Common Committee shall only have the authority to use Available Excess Non-Core Cash Proceeds to satisfy the Corporation’s obligation to make any payment under Article IX of the Stock Purchase Agreement prior to the first filing by the Corporation of a registration statement with respect to a Public Offering.

(2) The Corporation shall not, and shall cause its subsidiaries not to, take or agree to take any of the following actions without the approval of the Common Committee:

(a) enter into any refinancing of the principal debt facilities of the Corporation or any of its subsidiaries, except that approval of the Common Committee shall not be required to the extent that after giving effect to such refinancing transaction either (i) the pro-forma Consolidated Indebtedness to TTM EBITDA ratio would not exceed 4.75 or (ii) aggregate Consolidated Indebtedness would not exceed the aggregate amount of Consolidated Indebtedness that would have been outstanding immediately prior to such refinancing or as of immediately following the closing of the transactions contemplated by the Stock Purchase Agreement, whichever is greater, assuming in either case that the Corporation and each of its subsidiaries had borrowed all amounts then available for borrowing under each of agreements pursuant to which the Corporation or any of its subsidiaries then had the ability to incur Consolidated Indebtedness (with indebtedness incurred to fund transaction expenses related to any such refinancing being disregarded for purposes of determining whether aggregate Consolidated Indebtedness will increase);

(b) enter into any transaction or series of related transactions effecting a Liquidation or Company Sale (in either case, other than in connection with an exercise by Onex Partners III LP of its rights under Section 1 of the Onex Shareholders Agreement with respect to a Drag-Along Sale (as defined in the Onex Shareholders Agreement)), unless the Board of Directors shall have received an opinion from a major investment banking firm to the effect that the consideration to be received by the holders of the Common Stock in such transaction is fair to such holders from a financial point of view;

(c) change the nature of the business of the Corporation and its subsidiaries, taken as a whole, or enter into a new line of business not related to doors and windows; and

(d) enter into any transaction with Onex Corporation or any of its Affiliates, exclusive of any transactions entered into with any portfolio company of Onex Corporation or any fund managed by it in the ordinary course of business on terms no less favorable to the Corporation than could reasonably be expected to be obtained in a transaction negotiated with an unrelated party on an arm’s length basis.

ARTICLE IX.

DIRECTORS AND OFFICERS

A. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. The Corporation shall, to the fullest extent permitted by law, as now or hereafter in effect, indemnify its directors and officers against any liabilities, losses or related expenses which they may incur by reason of serving or having served as directors or officers of the Corporation, or serving or having served at the request of the Corporation as directors, officers, trustees, partners, employees or agents of any entity in which the Corporation has an interest. Such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such person’s heirs, executors and personal and legal representatives. The right to indemnification conferred by this Article IX shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition. Notwithstanding the foregoing, the Corporation shall not be obligated to indemnify or advance expenses to any director or officer (or any of such person’s heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person (except for a proceeding to enforce rights to indemnification or advancement of expenses) unless such proceeding (or part thereof) was authorized or consented to by the Board.

B. The Corporation may, to the extent authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article IX to directors and officers of the Corporation.

C. The rights to indemnification and to the advancement of expenses conferred in this Article IX shall not be exclusive of any other right which any person may have or hereafter acquire under this Certificate of Incorporation, the By-Laws of the Corporation, any statute, agreement, vote of shareholders or disinterested directors or otherwise.

D. Any repeal or modification of this Article IX shall not result in any liability of a director, or any change or reduction in the indemnification to which a director, officer, employee or agent would otherwise be entitled, with respect to any action or omission occurring prior to such repeal or modification.

E. The Corporation shall maintain directors’ and officers’ liability insurance policies for the benefit of the officers and directors acting in their capacity as such, which policies shall contain customary provisions (including amounts of coverage) as those generally maintained by companies of similar size as the Corporation and as otherwise approved by the Board.

ARTICLE X.

BY-LAWS

Except as otherwise provided in this Certificate of Incorporation (including the last sentence of this Article X), in furtherance and not in limitation of the powers conferred by statute, the Board is expressly authorized to make, repeal, amend and rescind the By-Laws of the Corporation. Except as otherwise provided in this Certificate of Incorporation (including the last sentence of this Article X), the Shareholders shall also have the power to make, repeal, amend and rescind the By-Laws of the Corporation by the affirmative vote of the holders of a majority of the voting power of the Total Common Stock and Series A Convertible Preferred Stock (voting together as a single class on an as-converted basis) present in person or by proxy at a meeting at which a quorum is present. Notwithstanding anything to the contrary in this Certificate of Incorporation, Sections 1.2, 2.1, 2.5, 2.8, 2.9, 2.13, 3.2 and 3.7 of the By-Laws shall not be amended, repealed or rescinded by the Board or by the Shareholders, in either case, so as to become effective prior to the consummation of a Qualified Public Offering or conversion of all outstanding shares of Series A Convertible Preferred Stock into Common Stock without the prior written consent of the holders of a majority of the voting power of the shares of Total Common Stock (treating all shares of Class B-1 Common Stock on an as-converted basis for such purpose) then outstanding.

ARTICLE XI.

DISTRIBUTIONS

Notwithstanding anything to the contrary in this Certificate of Incorporation, for a period of two (2) years after the consummation of a Company Redemption, the Corporation may not declare or pay cash dividends with respect to equity interests to, or repurchase or redeem equity interests from, its equity holders except to the extent required by applicable law in connection with the ESOP and as required pursuant to written agreements or as provided in the Corporation’s written policies and procedures relating to stock repurchases, in each case as in effect as of immediately prior to such Company Redemption.

ARTICLE XII.

ACTION WITHOUT A MEETING

Any action to be taken by the Shareholders of the Corporation may be approved without a meeting if the action is taken by Shareholders having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all Shareholders entitled to vote on the action were present and voted.

ARTICLE XIII.

SECTION 203 OF THE DGCL

The Corporation hereby elects not to be governed by Section 203 of the DGCL.

ARTICLE XIV.

AMENDMENT

The Corporation reserves the right to adopt, repeal, rescind or amend in any respect any provisions contained in this Certificate of Incorporation in the manner now or hereafter prescribed by applicable law, and all rights conferred on shareholders herein are granted subject to this reservation. Notwithstanding anything to the contrary contained in this Certificate of Incorporation, any such adoption, repeal, rescission or amendment shall require the approval of the holders of a majority of the voting power of the issued and outstanding shares, voting as separate classes, of (x) the Series A Convertible Preferred Stock (voting together as a single class on an as-converted basis) and (y) the Total Common Stock (treating all shares of Class B-1 Common Stock on an as-converted basis for such purpose), unless (A) the adoption, repeal, rescission or amendment is pursuant to a conversion solely to change the Corporation’s jurisdiction of organization or (B) the adoption, repeal, rescission or amendment is set forth in an agreement of merger.

ARTICLE XV.

DEFINITIONS

Capitalized terms used herein shall have the following definitions:

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person, and when used with respect to any individual, shall also include the Relatives of such individual. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“ Alternative Dividend ” shall have the meaning set forth in Section A(2)(c) of Article VI.

“ Approved Securities Exchange ” means either the New York Stock Exchange or the NASDAQ Global Select Market.

“ Available Excess Non-Core Cash Proceeds ” shall have the meaning set forth in the Stock Purchase Agreement.

“ Board ” shall mean the Board of Directors of the Corporation.

“ Bridge Notes ” means the Convertible Promissory Notes, as amended from time to time, in an aggregate initial principal amount of $170,970,846, issued by the Corporation to the Onex Shareholders and their Affiliates on the Old Series A Initial Issuance Date.

“ Capital Stock ” shall have the meaning set forth in Article IV.

“ Certificate of Incorporation ” shall mean this Certificate of Incorporation.

“ Class B-1 Common Stock ” shall have the meaning set forth in Article IV.

“ Class B-1 Conversion Rate ” shall have the meaning set forth in Section F(1) of Article V.

“ Common Committee ” shall have the meaning set forth in Section C(1) of Article VIII.

“ Common Directors ” shall have the meaning set forth in Section B(1)(a) of Article VIII.

“ Common Stock ” shall have the meaning set forth in Article IV.

“ Common Stock Liquidation Value ” shall have the meaning set forth in Section C of Article VI.

“ Company Redemption ” shall have the meaning set forth in Section D(1) of Article VI.

“ Company Redemption Date ” shall have the meaning set forth in Section D(2) of Article VI.

“ Company Redemption Notice ” shall have the meaning set forth in Section D(1) of Article VI.

“ Company Redemption Price ” shall have the meaning set forth in Section D(1) of Article VI.

“ Company Sale ” shall have the meaning set forth in Section C of Article VI.

such agreements at the time of determination (it being understood that if the aggregate “mark to market” value is positive, such positive value will reduce the amount of Consolidated Indebtedness), (1) all obligations of the Corporation or its Subsidiaries for the reimbursement of any obligor on any letter of credit banker’s acceptance or similar credit transaction (other than any undrawn amount in respect of such letters of credit or similar credit transactions), (g) all obligations of the Corporation or its Subsidiaries or any third party secured by property or assets of the Corporation or its Subsidiaries (regardless of whether or not such Person is liable for repayment of such obligations), except for items described in the definition of Permitted Encumbrances and (h) all indebtedness of another Person of the nature referred to in clauses (a) through (g) above guaranteed directly or indirectly by the Corporation or any of its Subsidiaries solely to the extent any such guaranty has been called and not paid. For purposes of this definition, any amount denominated other than in U.S. dollars shall be converted into U.S. dollars based on the applicable exchange rate on the date of determination as reported by Wells Fargo.

“ Contingent Non-Core Asset Indemnification Payments ” shall have the meaning set forth in the Stock Purchase Agreement.

“ Continuing Series A Director ” shall have the meaning set forth in Section B(4) of Article VIII.

“ Conversion ” means the conversion of the Corporation from an Oregon corporation to a Delaware corporation.

“ Corporation ” shall have the meaning set forth in Article I.

“ Credit Facility ” means that certain Credit Agreement, dated as of September 19, 2011 and as amended from time to time, among JELD-WEN, inc., JELD-WEN of Europe, B.V., each lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer.

“ DGCL ” shall have the meaning set forth in Article III.

“ Distributable Non-Core Assets/Proceeds ” means, (a) with respect to any dividend in kind, any of the Non-Core Assets so long as the fair market value of the Non-Core Assets remaining with the Corporation and its subsidiaries following such dividend, as determined by the Board, is not less than the amount of Contingent Non-Core Asset Indemnification Payments at such time and (b) with respect to any cash dividend, the amount of any Available Excess Non-Core Cash Proceeds as of such date.

“ EBITDA ” means earnings from continuing operations of the Corporation and its Subsidiaries before interest, taxes, depreciation and amortization, adjusted to exclude certain non-recurring and/or non-cash items which are not indicative of future performance, such as certain impairment charges, restructuring charges and affiliate equity losses associated with the operation, divestiture and termination of discontinued operations and other non-recurring items, calculated in a method consistent with the preparation of the Corporation’s financial statements.

“ Equity Constant ” means $206.7269; provided that, concurrently with any issuance of Series A Convertible Preferred Stock pursuant to Section 9.8(e) of the Stock Purchase Agreement, the Equity Constant will be reduced to an amount equal to the product of (x) the Equity Constant immediately prior to such issuance and (y) a fraction, (i) the numerator of which equals the number of shares of Series A Convertible Preferred Stock issued and outstanding immediately prior to such issuance, and (ii) the denominator of which equals the total number of shares of Series A Convertible Preferred Stock outstanding as of immediately after such issuance. Notwithstanding the foregoing, for purposes of Section B(1) of Article VI, the Equity Constant used when calculating the Series A Conversion Rate with respect to Series A Unpaid Dividends accrued before the date of the reduction of the Equity Constant pursuant to the immediately preceding sentence shall be deemed to be the Equity Constant in effect when the applicable Series A Unpaid Dividends accrued. For the avoidance of doubt, a reduction in the Equity Constant will have no effect on the amount of dividends accrued on the Series A Convertible Preferred Stock prior to the occurrence of such reduction.

“ ESOP ” means the JELD-WEN, inc., Employee Stock Ownership and Retirement Plan and Trust.

“ Incumbent Common Directors ” shall have the meaning set forth in Section B(1)(b) of Article VIII.

“ IPO Cash Sale Proceeds ” shall have the meaning set forth in Section B(2)(a)(i) of Article VI.

“ IPO Date ” shall have the meaning set forth in Section B(2)(a)(i) of Article VI.

“ Liquidation ” shall have the meaning set forth in Section A of Article V.

“ Major Onex Ownership Decline ” means an event or transaction, or series of events and/or transactions, resulting in the collective Percentage Ownership of the Onex Shareholders and their permitted transferees under the Onex Shareholders Agreement equaling ten percent (10%) or less.

“ Maturity Date ” means April 30, 2013.

“ New Series A-1 Unpaid Dividends ” shall have the meaning set forth in Section A(2)(a)(i) of Article VI.

“ New Series A-2 Unpaid Dividends ” shall have the meaning set forth in Section A(2)(a)(ii) of Article VI.

“ New Series A-3 Unpaid Dividends ” shall have the meaning set forth in Section A(2)(a)(iii) of Article VI.

“ Non-Core Assets ” has the meaning set forth in the Stock Purchase Agreement.

“ Old Common Stock ” means the shares of Common Stock, no par value per share, of the Corporation as it existed prior to the Conversion, then known as JELD-WEN Holding, inc., an Oregon corporation.

“ Old Series A Convertible Preferred Stock ” means the shares of Series A Convertible Preferred Stock, no par value per share, of the Corporation as it existed prior to the Conversion, then known as JELD-WEN Holding, inc., an Oregon corporation.

“ Old Series A Initial Issuance Date ” means October 3, 2011.

“ Old Series A-1 Dividends ” means an amount equal to $54,128,656 paid on July 31, 2015.

“ Old Series A-1 Unpaid Dividends ” shall have the meaning set forth in Section A(2)(a) of Article VI.

“ Old Series A-2 Dividends ” means an amount equal to $3,513,973 paid on July 31, 2015.

“ Old Series A-2 Unpaid Dividends ” shall have the meaning set forth in Section A(2)(a)(ii) of Article VI.

“ Old Series A-3 Dividends ” means an amount equal to $4,775,811 paid on July 31, 2015.

“ Old Series A-3 Unpaid Dividends ” shall have the meaning set forth in Section A(2)(a)(iii) of Article VI.

“ Onex Shareholders ” means the purchasers identified in the Stock Purchase Agreement.

“ Onex Shareholders Agreement ” means the Shareholders Agreement, dated as of the Series A Initial Issuance Date, among the Corporation, the Onex Shareholders and the other signatories thereto, as amended.

“ Other Tax Claims ” shall have the meaning set forth in Section C(1)(c) of Article VIII.

“ Participating Shareholder ” shall have the meaning set forth in Section A(2) of Article VII.

“ Participation Exercise Notice ” shall have the meaning set forth in Section A(2) Article VII.

“ Participation Notice ” shall have the meaning set forth in Section A(1) of Article VII.

“ Participation Period ” shall have the meaning set forth in Section A(2) of Article VII.

“ Participation Securities ” shall have the meaning set forth in Section A(1) of Article VII.

“ Percentage Ownership ” equals, with respect to any Shareholder, a fraction, the numerator of which is the total number of shares of Total Common Stock owned by, or issuable upon conversion of Series A Convertible Preferred Stock owned by, such Shareholder and the denominator of which is the total number of shares of Common Stock owned by, or issuable

upon conversion of Series A Convertible Preferred Stock owned by, all Shareholders; provided , however , the calculation of Percentage Ownership shall not include (i) any stock options or other similar equity awards granted to any Person, (ii) shares of Common Stock issued or issuable upon conversion of Series A Convertible Preferred Stock to the extent attributable to Series A Unpaid Dividends, (iii) the shares of Common Stock (x) issued in the Conversion in respect of Old Common Stock that had been issued upon conversion of the Bridge Notes or (y) issued or issuable upon conversion of Series A-3 Stock issued in the Conversion in respect of Old Series A Convertible Preferred Stock that had been issued upon conversion of the Bridge Notes, in either case of (x) or (y) to the extent attributable to accrued but unpaid interest on the Bridge Notes, (iv) shares of Common Stock issued upon conversion of Class B-1 Common Stock to the extent in excess of one share of Common Stock per share of Class B-1 Common Stock or (v) shares of Capital Stock issued with respect to indemnification obligations of the Corporation under Article IX of the Stock Purchase Agreement, other than shares of Series A Convertible Preferred Stock issued to the Onex Shareholders pursuant to Section 9.8(e) of the Stock Purchase Agreement to the extent that the combined effect of the issuance of such shares and the issuance of shares of Capital Stock (or securities convertible or exchangeable into or exercisable for Capital Stock) in connection with the matter that gave rise to such issuance under Section 9.8(e) did not increase the percentage of Common Stock of the Corporation held in the aggregate by the Onex Shareholders (calculated on an as-converted, fully-diluted basis excluding shares attributable to dividends on the Series A Convertible Preferred Stock). The Percentage Ownership of the Onex Shareholders shall take into account the Common Stock and Series A Convertible Preferred Stock owned by their permitted transferees under the Onex Shareholders Agreement.

“ Permitted Encumbrances ” means (a) encumbrances for taxes and other governmental charges and assessments that are not yet due and payable, and encumbrances for current taxes and other charges and assessments of any governmental body that may thereafter be paid without penalty or that are being contested by appropriate proceedings, (b) encumbrances of landlords, lessors, carriers, warehousemen, mechanics and materialmen and other like encumbrances arising in the ordinary course of business consistent with past practice, (c) other encumbrances or imperfections of title to or on real or personal property that are not material in amount and do not materially detract from the value of or materially impair the existing use of the property affected by such encumbrance or imperfection and (d) all local and other laws, including building and zoning laws, governing the use of real property generally in the enacting jurisdiction.

“ Permitted Non-Core Common Dividend ” shall have the meaning set forth in Section A(2)(b) of Article VI.

“ Person ” means any individual, group, corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, governmental body or other entity.

“ Preferred Directors ” shall have the meaning set forth in Section B(1)(a) of Article VIII.

“ Preferred Stock ” shall have the meaning set forth in Article IV.

“ Pro Rata Portion ” shall have the meaning set forth in Section A(2) of Article VII.

“ Proposed Dividend ” shall have the meaning set forth in Section A(2)(c) of Article VI.

“ Public Offering ” means a public offering of equity securities of the Corporation pursuant to an effective registration statement under the Securities Act.

“ Qualified Public Offering ” mean any bona fide underwritten Public Offering (other than pursuant to a registration statement on Form S-4 or S-8 or otherwise relating to equity securities issuable in connection with a business combination or under any employee benefit plan) of the Corporation (or any successor Person) that involves the registration and underwritten sale to the public of equity securities of the Corporation with a market value of at least $300 million and a listing of the Common Stock on an Approved Securities Exchange.

“ Relatives ” means, with respect to any individual, collectively, the spouse, domestic partner, parents, siblings and descendants of such individual and their respective issue (whether by blood or adoption and-including stepchildren) and the spouses and domestic partners of such persons.

“ Sale Conversion ” shall have the meaning set forth in Section B(11) of Article VI.

“ Sale Conversion Holder ” shall have the meaning set forth in Section B(11) of Article VI.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the relevant time.

“ Series A Conversion Rate ” shall have the meaning set forth in Section B(1) of Article VI.

“ Series A Convertible Preferred Stock ” shall have the meaning set forth in Article IV.

“ Series A Initial Issuance Date ” means May 31, 2016.

“ Series A Initial Liquidation Value ” shall have the meaning set forth in Section C of Article VI, as the same may be adjusted pursuant to such section.

“ Series A Majority Conversion ” shall have the meaning set forth in Section F(2) of Article V.

“ Series A Preferred Directors ” shall have the meaning set forth in Section B(1)(a) of Article VIII.

“ Series A Unpaid Dividends ” shall have the meaning set forth in Section A(2)(a) of Article VI.

“ Series A-1 Attributed Conversion Payment ” means an assumed payment as of the IPO Date equal to the product of (x) the sum of all (i) IPO Cash Sale Proceeds with respect to shares of Series A-4 Stock, plus (ii) cash dividends paid on the Series A-4 Stock up to the IPO Date, multiplied by (y) a fraction, the numerator of which is the number of shares of Series A-1 Stock outstanding as of the IPO Date and the denominator of which is the aggregate number of shares of Series A-1 Stock, Series A-2 Stock, and Series A-3 Stock outstanding as of such date.

“ Series A-1 Attributed Redemption Payment ” means an assumed payment as of the Company Redemption Date equal to the product of (x) the sum of (i) all cash dividends paid on the Series A-4 Stock up to the Company Redemption Date, plus (ii) the Series A-4 Company Redemption Price, multiplied by (y) a fraction, the numerator of which is the number of shares of Series A-1 Stock outstanding as of the Company Redemption Date and the denominator of which is the aggregate number of shares of Series A-1 Stock, Series A-2 Stock, and Series A-3 Stock outstanding as of such date.

“ Series A-1 Company Redemption Price ” shall have the meaning set forth in Section D(1)(a) of Article VI.

“ Series A-1 Conversion Rate ” shall have the meaning set forth in Section B(1)(a) of Article VI.

“ Series A-1 Initial Investment Amount ” means $700 million.

“ Series A-1 Per Share Redemption Price ” means the quotient of (i) the Series A-1 Company Redemption Price, divided by (ii) the number of shares of Series A-1 Stock outstanding at the time of the Company Redemption Notice.

“ Series A-1 Stock ” shall have the meaning set forth in Article IV.

“ Series A-1 Unpaid Dividends ” shall have the meaning set forth in Section A(2)(a)(i) of Article VI.

“ Series A-2 Attributed Conversion Payment ” means an assumed payment as of the IPO Date equal to the product of (x) the sum of all (i) IPO Cash Sale Proceeds with respect to shares of Series A-4 Stock, plus (ii) cash dividends paid on the Series A-4 Stock up to the IPO Date, multiplied by (y) a fraction, the numerator of which is the number of shares of Series A-2 Stock outstanding as of the IPO Date and the denominator of which is the aggregate number of shares of Series A-1 Stock, Series A-2 Stock, and Series A-3 Stock outstanding as of such date.

“ Series A-2 Attributed Redemption Payment ” means an assumed payment as of the Company Redemption Date equal to the product of (x) the sum of (i) all cash dividends paid on the Series A-4 Stock up to the Company Redemption Date, plus (ii) the Series A-4 Company Redemption Price, multiplied by (y) a fraction, the numerator of which is the number of shares of Series A-2 Stock outstanding as of the Company Redemption Date and the denominator of which is the aggregate number of shares of Series A-1 Stock, Series A-2 Stock, and Series A-3 Stock outstanding as of such date.

“ Series A-2 Company Redemption Price ” shall have the meaning set forth in Section D(1)(b) of Article VI.

“ Series A-2 Conversion Rate ” shall have the meaning set forth in Section B(1)(b) of Article VI.

“ Series A-2 Per Share Redemption Price ” means the quotient of (i) the Series A-2 Company Redemption Price, divided by (ii) the number of shares of Series A-2 Stock outstanding at the time of the Company Redemption Notice.

“ Series A-2 Stock ” shall have the meaning set forth in Article IV.

“ Series A-2 Unpaid Dividends ” shall have the meaning set forth in Section A(2)(a)(ii) of Article VI.

“ Series A-3 Attributed Conversion Payment ” means an assumed payment as of the IPO Date equal to the product of (x) the sum of all (i) IPO Cash Sale Proceeds with respect to shares of Series A-4 Stock, plus (ii) cash dividends paid on the Series A-4 Stock up to the IPO Date, multiplied by (y) a fraction, the numerator of which is the number of shares of Series A-3 Stock outstanding as of the IPO Date and the denominator of which is the aggregate number of shares of Series A-1 Stock, Series A-2 Stock, and Series A-3 Stock outstanding as of such date.

“ Series A-3 Attributed Redemption Payment ” means an assumed payment as of the Company Redemption Date equal to the product of (x) the sum of (i) all cash dividends paid on the Series A-4 Stock up to the Company Redemption Date, plus (ii) the Series A-4 Company Redemption Price, multiplied by (y) a fraction, the numerator of which is the number of shares of Series A-3 Stock outstanding as of the Company Redemption Date and the denominator of which is the aggregate number of shares of Series A-1 Stock, Series A-2 Stock, and Series A-3 Stock outstanding as of such date.

“ Series A-3 Company Redemption Price ” shall have the meaning set forth in Section D(1)(c) of Article VI.

“ Series A-3 Conversion Rate ” shall have the meaning set forth in Section B(1)(c) of Article VI.

“ Series A-3 Per Share Redemption Price ” means the quotient of (i) the Series A-3 Company Redemption Price, divided by (ii) the number of shares of Series A-3 Stock outstanding at the time of the Company Redemption Notice.

“ Series A-3 Stock ” shall have the meaning set forth in Article IV.

“ Series A-3 Unpaid Dividends ” shall have the meaning set forth in Section A(2)(a)(iii) of Article VI.

“ Series A-4 Company Redemption Price ” shall have the meaning set forth in Section D(1)(d) of Article VI.

“ Series A-4 Conversion Rate ” shall have the meaning set forth in Section B(1)(d) of Article VI.

“ Series A-4 Initial Issuance Date ” means the date the Corporation first issues shares of Series A-4 Stock.

“ Series A-4 Per Share Redemption Price ” means the quotient of (i) the Series A-4 Company Redemption Price, divided by (ii) the number of shares of Series A-4 Stock outstanding at the time of the Company Redemption Notice.

“ Series A-4 Stock ” shall have the meaning set forth in Article IV.

“ Series A-4 Unpaid Dividends ” shall have the meaning set forth in Section A(2)(a)(iv) of Article VI.

“ Series B Preferred Directors ” shall have the meaning set forth in Section B(1)(a) of Article VIII.

“ Series B Preferred Stock ” shall have the meaning set forth in Article IV.

“ Shareholders ” shall have the meaning set forth in Section B(1) of Article V.

“ Stock Purchase Agreement ” means the Amended and Restated Stock Purchase Agreement, dated July 29, 2011, between the Corporation and the Onex Shareholders, as amended.

“ Subsidiary ” means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned. or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof.

“ Supplemental Investment Amount ” means $50 million.

“ Supplemental Investment Issuance Date ” means October 24, 2012.

“ Tax ” means all U.S. federal, state, local, non-U.S., provincial and other taxes of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto.

“ Total Common Stock ” shall have the meaning set forth in Article IV.

“ TTM EBITDA ” means, as of any date of determination, EBITDA of JELD-WEN, inc. and its Subsidiaries for the most recent twelve (12) full fiscal months ended at least 22 days prior to such date.

ARTICLE XVI.

SEVERABILITY

To the extent that any provision of this Certificate of Incorporation (including, without limitation, for the purposes of this paragraph, the terms of any class or series of Capital Stock) is found to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision of this Certificate of Incorporation or the validity of any class or series of Capital Stock, and following any determination by a court of competent jurisdiction that any provision of this Certificate of Incorporation is invalid or unenforceable, this Certificate of Incorporation shall contain only such provisions (i) as were in effect immediately prior to such determination and (ii) were not so determined to be invalid or unenforceable.

ARTICLE XVII.

INCORPORATOR

The name and mailing address of the sole incorporator is as follows:

David G. Stork

440 S. Church Street, Suite 400

Charlotte, NC 28202

The powers of the incorporator shall terminate upon the filing of this Certificate of Incorporation.

ARTICLE XVIII.

INITIAL DIRECTORS

The names and mailing addresses of the persons who are to serve as directors until the first annual meeting of Shareholders or until their successors are elected and qualify are as follows:


Name		Address

R.C. Wendt		440 S. Church Street, Suite 400 Charlotte, NC 28202

Steven Wynne		440 S. Church Street, Suite 400 Charlotte, NC 28202

John Carter		440 S. Church Street, Suite 400 Charlotte, NC 28202

Martha Byorum		440 S. Church Street, Suite 400 Charlotte, NC 28202

Mark A. Beck		440 S. Church Street, Suite 400 Charlotte, NC 28202


Name		Address

Anthony Munk		440 S. Church Street, Suite 400 Charlotte, NC 28202

Christopher Patterson		440 S. Church Street, Suite 400 Charlotte, NC 28202

Matthew Ross		440 S. Church Street, Suite 400 Charlotte, NC 28202

Patrick Tolbert		440 S. Church Street, Suite 400 Charlotte, NC 28202

Kirk S. Hachigian		440 S. Church Street, Suite 400 Charlotte, NC 28202

Bruce Taten		440 S. Church Street, Suite 400 Charlotte, NC 28202

[ Signature Page Follows ]

I, the undersigned, for the purpose of forming a corporation under the laws of the State of Delaware do make, file and record this Certificate of Incorporation, and, accordingly, have hereto set my hand this 31st day of May, 2016.

/s/ David G. Stork

David G. Stork

Incorporator

[ Signature Page to Certificate of Incorporation ]

Exhibit 3.1.1

CERTIFICATE OF AMENDMENT OF THE

CERTIFICATE OF INCORPORATION

JELD-WEN HOLDING, INC.

Pursuant to Section 242 of the General

Corporation Law of the State of Delaware

JELD-WEN Holding, Inc., a Delaware corporation (hereinafter called the “Corporation”), does hereby certify as follows:

FIRST: Section A(2)(b) of Article VI of the Corporation’s Certificate of Incorporation is hereby amended in its entirety to read as set forth below:

(b) Except as described in Section A(2)(c), no dividend shall be paid on the Total Common Stock unless (i) (A) there are no Series A Unpaid Dividends, and (B) a dividend on the Series A Convertible Preferred Stock is concurrently paid as provided in the following sentence, or (ii) such dividend is payable promptly after the closing of the Corporation’s initial Public Offering or concurrently with the distribution required by Section C as a result of a Company Sale to the holders of Common Stock of record immediately prior to the conversion of Series A Convertible Preferred Stock in connection with that initial Public Offering or Company Sale (or, if there is no conversion of Series A Convertible Stock in connection with such a transaction, to the holders of Common Stock of record immediately prior to the consummation of the transaction), consists solely of cash that is Distributable Non-Core Assets/Proceeds and provisions reasonably satisfactory to the Board have been made to reimburse the Corporation for any federal, state, and foreign tax that the Corporation and any of its subsidiaries may become subject to as a result of such dividend (a dividend described by this clause (ii), a “ Permitted Non-Core Common Dividend ”). The holders of shares of Series A Convertible Preferred Stock shall be entitled to receive a pro rata share, based on the number of shares of Common Stock into which such holders’ shares of the Series A Convertible Preferred Stock could be converted (as more fully described in Section B below), of any dividend or distribution made by the Corporation to the holders of Total Common Stock (other than a distribution made to the holders of Total Common Stock pursuant to Section C, or a dividend made to the holders of Common Stock consisting solely of Distributable Non-Core Assets/Proceeds); no such dividend or distribution shall reduce the amount of Series A Unpaid Dividends.

SECOND: Section C(l)(b) of Article VIII of the Corporation’s Certificate of Incorporation is hereby amended in its entirety to read as set forth below:

(b) The declaration and payment by the Corporation of dividends in accordance with the other terms of this Certificate of Incorporation:

ii. on the Common Stock to the extent that such dividend is a Permitted Non-Core Common Dividend, consisting solely of cash that is Distributable Non-Core Assets/Proceeds, made pursuant to clause (ii) of Section A(2)(b) of Article VI.

THIRD: The last sentence of Section C(1)(c) of Article VIII of the Corporation’s Certificate of Incorporation is hereby amended in its entirety to read as set forth below:

Notwithstanding the foregoing, the Common Committee shall only have the authority to use Available Excess Non-Core Cash Proceeds to satisfy the Corporation’s obligation to make any payment under Article IX of the Stock Purchase Agreement until the last business day prior to the earlier of the first filing by the Corporation with the Securities and Exchange Commission of a preliminary prospectus intended for circulation to prospective investors in a Public Offering that includes the information required by paragraph (b)(3) of Item 501 of Regulation S-K (17 C.F.R. §229.501) or the Corporation’s execution and delivery of a definitive agreement for a Company Sale.

FOURTH: The definition of “Distributable Non-Core Assets/Proceeds” in Article XV of the Corporation’s Certificate of Incorporation is hereby amended in its entirety to read as set forth below:

“ Distributable Non-Core Assets/Proceeds ” means, with respect to any cash dividend, the amount of any Available Excess Non-Core Cash Proceeds as of such date.

FIFTH: The foregoing amendments were duly adopted in accordance with Section 228 and Section 242 of the General Corporation Law of the State of Delaware.

[ Signature Page Follows ]

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer on the date set forth below.


JELD-WEN HOLDING, INC.

By:		/s/ David G. Stork

		David G. Stork
		Senior Vice President & General Counsel

Date:		8/19/16

Exhibit 3.1.2

CERTIFICATE OF AMENDMENT OF THE

CERTIFICATE OF INCORPORATION

JELD-WEN HOLDING, INC.

Pursuant to Section 242 of the General

Corporation Law of the State of Delaware

JELD-WEN Holding, Inc., a Delaware corporation (hereinafter called the “Corporation”), does hereby certify as follows:

FIRST: Section F(1) of Article V of the Corporation’s Certificate of Incorporation is hereby amended in its entirety to read as set forth below:

Optional Conversion . Each share of Class B-1 Common Stock shall be convertible, at the option of the holder thereof, at the office of the Corporation or any transfer agent for the Class B-1 Common Stock, into shares of Common Stock at the same ratio on the date of conversion as a share of Series A-1 Stock would have been convertible on such date of conversion pursuant to Section B(1)(a) of Article VI, assuming that:

(X) clause (y) of Section B(1)(a) of Article VI read in its entirety as follows: “(y) the quotient of $95.297074 divided by $206.7269”,

(Y) no cash dividends had been paid on the Series A-1 Stock, and

(Z) for purposes of determining the New Series A-1 Unpaid Dividends under clause (z) of Section B(1)(a) of Article VI, the “Old Series A-1 Unpaid Dividends” referenced in Section A(2)(a)(i) of Article VI regarding the accrual of dividends on the Series A-1 Stock were equal to $167.1864

(such ratio, the “ Class B-1 Conversion Rate ”).

SECOND: The first sentence of Section F(2) of Article V of the Corporation’s Certificate of Incorporation is hereby amended in its entirety to read as set forth below:

If, at any time a majority of the shares of Series A-1 Stock outstanding as of the Series A Initial Issuance Date (i) have been converted to Common Stock pursuant to Section B of Article VI, whether pursuant to optional conversion or automatic conversion thereof, (ii) have been exchanged for Common Stock

pursuant to an exchange or similar agreement (any such occurrence, the “ Series A Majority Conversion ”), or (iii) cease to be outstanding upon a Company Redemption pursuant to Section D of Article VI, then, effective immediately upon the occurrence of such event, all outstanding shares of the Class B-1 Common Stock shall be converted into shares of Common Stock at the Class B-1 Conversion Rate at such time.

THIRD: Section A(2)(c) of Article VI of the Corporation’s Certificate of Incorporation is hereby amended in its entirety to read as set forth below:

Notwithstanding clause (i) of the first sentence of Section (2)(b) and the existence of Series A Unpaid Dividends that otherwise may not be declared and paid pursuant to the second to last sentence of Section 2(a), the Corporation may declare and pay dividends on the Total Common Stock if (i) the Corporation gives notice to the holders of the Series A Convertible Preferred Stock describing (A) the proposed dividend to be paid on the Total Common Stock (the “ Proposed Dividend ”) and offering to declare and pay such Series A Unpaid Dividends and (B), if applicable, an alternative proposed dividend to be paid on the Total Common Stock if such Series A Unpaid Dividends are not paid (the “ Alternative Dividend ”) and (ii) the holders of a majority of the voting power of the outstanding shares of Series A Convertible Preferred Stock, voting together as a single class on an as-converted basis, consent in writing either to permit the Proposed Dividend and be paid the Series A Unpaid Dividends or to permit the payment of the Alternative Dividend. Nothing in this subsection (c) shall prohibit payment of a dividend in accordance with clause (ii) of the first sentence of Section A(2)(b).

FOURTH: The foregoing amendments were duly adopted in accordance with Section 228 and Section 242 of the General Corporation Law of the State of Delaware.

[ Signature Page Follows ]

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer on the date set forth below.


JELD-WEN HOLDING, INC.

By:		/s/ Laura W. Doerre
		Laura W. Doerre
		Executive Vice President, General Counsel
		& Chief Compliance Officer

Date:		10/28/16

Exhibit 3.2

Privileged & Confidential

BYLAWS

JELD-WEN HOLDING, INC.

TABLE OF CONTENTS


		Page

ARTICLE 1	SHAREHOLDERS’ MEETINGS		1

Section 1.1	Annual Meeting		1

Section 1.2	Special Meetings		1

Section 1.3	Notice		1

Section 1.4	Waiver of Notice		1

Section 1.5	Voting		1

Section 1.6	Quorum; Vote Required		2

Section 1.7	Action Without Meeting		2

ARTICLE 2	BOARD OF DIRECTORS		2

Section 2.1	Number and Election of Directors		2

Section 2.2	Vacancies		2

Section 2.3	Annual Meeting		2

Section 2.4	Regular Meetings		3

Section 2.5	Special Meetings		3

Section 2.6	Telephonic Meetings		3

Section 2.7	Waiver of Notice		3

Section 2.8	Quorum		3

Section 2.9	Voting		3

Section 2.10	Action Without Meeting		3

Section 2.11	Removal of Directors		3

Section 2.12	Powers of Directors		3

Section 2.13	Committees		4

Section 2.14	Chairman of the Board		4

ARTICLE 3	OFFICERS		4

Section 3.1	Composition		4

Section 3.2	Chief Executive Officer		5

Section 3.3	President		5

Section 3.4	Vice President		5

Section 3.5	Secretary		5

Section 3.6	Treasurer		5

Section 3.7	Removal		6


ARTICLE 4	STOCK AND OTHER SECURITIES	6

Section 4.1	Certificates	6

Section 4.2	Transfer Agent and Registrar	6

Section 4.3	Transfer	6

Section 4.4	Necessity for Registration	6

Section 4.5	Fixing Record Date	6

Section 4.6	Lost Certificates	7

ARTICLE 5	CORPORATE SEAL	7

ARTICLE 6	AMENDMENTS	7

ARTICLE 7	SEVERABILITY	7

ARTICLE 8	INDEMNIFICATION	7

Section 8.1	Right to Indemnification	7

Section 8.2	Right to Advancement of Expenses	8

Section 8.3	Right of Indemnitee to Bring Suit	8

Section 8.4	Non-Exclusivity of Rights	9

Section 8.5	Insurance	9

Section 8.6	Indemnification of Employees and Agents of the Corporation	9

Section 8.7	Nature of Rights	9

BYLAWS

JELD-WEN HOLDING, INC.

ARTICLE 1

SHAREHOLDERS’ MEETINGS

Section 1.1 Annual Meeting . The annual meeting of the shareholders will be held on the first Saturday in March of every year at the principal office of the Corporation or at such other time, date, or place as may be determined by the Board of Directors. At such meeting, the shareholders entitled to vote will elect a Board of Directors and transact such other business as may come before the meeting.

Section 1.2 Special Meetings . Special meetings of shareholders will be held at any time on call of (a) the Chairman of the Board, Chief Executive Officer, President or the Board of Directors, or (b) by the Secretary on demand in writing by shareholders of record holding (i) shares with at least ten percent (10%) of the voting power of the outstanding shares entitled to vote on any matter proposed to be considered at the special meeting and to the extent required by Section 7(e) of the Shareholders Agreement, dated October 3, 2011, between the Corporation, the Onex Shareholders (as defined therein) and the other shareholders parties thereto, as amended, or (ii) in the aggregate at least twenty percent (20%) of the voting power of the outstanding shares of Total Common Stock (as defined in the Certificate of Incorporation of the Corporation (as amended from time to time, the “ Certificate of Incorporation ”)) for the purpose of electing Common Directors, as contemplated by Section B(6) of Article VIII of the Certificate of Incorporation.

Section 1.3 Notice . Except as otherwise provided by law (meaning here and hereafter, as required from time to time by the Delaware General Corporation Law (the “ DGCL ”) or the Certificate of Incorporation), written notice stating the place, date and time of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, will be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President or the Secretary, to each shareholder of record entitled to vote at such meeting. If mailed, the notice will be deemed to be delivered when deposited in the United States Mail addressed to the shareholder at the shareholder’s address as it appears on the current shareholder records of the Corporation, with postage prepaid.

Section 1.4 Waiver of Notice . A shareholder may, at any time, waive any notice required by these Bylaws, the Certificate of Incorporation, or the DGCL. Except as otherwise provided by this Section 1.4, the waiver must be in writing and must be signed by the shareholder, or be submitted by electronic transmission, and must be delivered to the Corporation for inclusion in the minutes and filing in the corporate records. A shareholder’s attendance in person or by proxy at a meeting shall constitute a waiver of notice of such meeting, except where the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 1.5 Voting . Except as otherwise provided in the Certificate of Incorporation, each shareholder will be entitled to one vote, in person or by proxy, on each matter voted on at a shareholder’s meeting for each share of stock outstanding in such shareholder’s name on the records of the Corporation which is entitled to vote on such matter.

Section 1.6 Quorum; Vote Required . At any meeting of shareholders, the holders of a majority of the voting power of the outstanding shares entitled to vote at the meeting, represented in person or by proxies, will constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. Where a separate vote by a class or classes or series is required, a majority of the voting power of the shares of such class or classes or series present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter. If a quorum is present, action on a matter, other than the election of directors, is approved if the votes cast in favor of the action exceed the votes cast in opposition, unless the vote of a greater number is required by the DGCL or the Certificate of Incorporation. Election of directors is governed by Section 2.1 of these Bylaws. Unless otherwise provided in the Certificate of Incorporation, the holders of a majority of the voting power represented at a meeting of shareholders, whether or not a quorum, or the chairperson of the meeting may adjourn the meeting to a different time, date, or place. No further notice of the adjourned meeting is required if the time, date, and place of the adjourned meeting is announced at the meeting at which the adjournment is taken, unless the adjournment is for more than thirty (30) days or a new record date for shareholders entitled to vote at the adjourned meeting is fixed.

Section 1.7 Action Without Meeting . Any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting by a written consent, or consents, to the extent permitted under the Certificate of Incorporation and the DGCL. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a shareholder or proxyholder, or by a person or persons authorized to act for a shareholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Section to the extent permitted by law. Any such consent shall be delivered in accordance with Section 228(d)(1) of the DGCL.

ARTICLE 2

BOARD OF DIRECTORS

Section 2.1 Number and Election of Directors . Subject to the terms of the Certificate of Incorporation, the number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a Majority of the Entire Board. Subject to the terms of the Certificate of Incorporation, directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election of such directors. Subject to the terms of the Certificate of Incorporation, each director will be elected to hold office until the next annual meeting of shareholders and until the election and qualification of a successor, subject to prior death, resignation or removal.

Section 2.2 Vacancies . Unless otherwise provided in the Certificate of Incorporation, any vacancy occurring in the Board of Directors, including a new directorship resulting from an increase in the number of directors, may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. A director elected to fill a vacancy will serve for the unexpired term of the director’s predecessor in office, subject to prior death, resignation or removal.

Section 2.3 Annual Meeting . An annual meeting of the Board of Directors will be held without notice immediately after the adjournment of the annual meeting of the shareholders or at another time designated by the Board of Directors upon notice in the same manner as provided in Section 2.5. The annual meeting will be held at the principal office of the Corporation or at such other place as the Board of Directors may designate.

Section 2.4 Regular Meetings . The Board of Directors may provide by resolution for regular meetings. Unless otherwise required by such resolution, regular meetings may be held without notice of the date, time, place or purpose of the meeting.

Section 2.5 Special Meetings . Special meetings of the Board of Directors may be called by the President, the Chief Executive Officer, the Chairman of the Board of Directors, or by a majority of the Common Directors (as defined in the Certificate of Incorporation) then serving. Notice of each special meeting will be given to each director, either by oral notification or facsimile or electronic transmission not less than twenty-four (24) hours prior to the meeting or by written notice mailed by deposit in the United States mail, first class postage prepaid, addressed to the director at the director’s address appearing on the records of the Corporation not less than five (5) days prior to the meeting. Special meetings of the directors may also be held at any time when all members of the Board of Directors are present and consent to a special meeting. Special meetings of the directors will be held at the principal office of the Corporation or at any other place designated by a majority of the Board of Directors.

Section 2.6 Telephonic Meetings . The Board of Directors shall permit directors to participate in a meeting by any means of communication by which all of the persons participating in the meeting can hear each other at the same time. Participation in such a meeting will constitute presence in person at the meeting.

Section 2.7 Waiver of Notice . A director may, at any time, waive any notice required by these Bylaws, the Certificate of Incorporation or the DGCL. Except as otherwise provided in this Section 2.7, the waiver must be in writing and must be signed by the director, or be submitted by electronic transmission, and must specify the meeting for which notice is waived, and must be delivered to the Corporation for inclusion in the minutes and filing in the corporate records. A director’s attendance at a meeting waives any required notice to such director, unless the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 2.8 Quorum . A majority of the number of directors that has been established by the Board of Directors pursuant to Section 2.1 of these Bylaws (a “ Majority of the Entire Board ”) will constitute a quorum for the transaction of business.

Section 2.9 Voting . The act of a majority of the directors present at a meeting at which a quorum is present will for all purposes constitute the act of the Board of Directors, unless otherwise provided by the DGCL, the Certificate of Incorporation or these Bylaws.

Section 2.10 Action Without Meeting . Any action required or permitted to be taken at a Board of Directors meeting may be taken without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the Board. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 2.11 Removal of Directors . Unless otherwise provided by the Certificate of Incorporation, the shareholders may remove any director from office, with or without cause.

Section 2.12 Powers of Directors . The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may designate one or more officers of the Corporation who will have the power to sign all deeds, leases, contracts,

mortgages, deeds of trust and other instruments and documents executed by and binding upon the Corporation. In the absence of a designation of any other officer or officers, the President is so designated.

Section 2.13 Committees . Unless the Certificate of Incorporation provides otherwise, the Board of Directors may designate from among its members one or more committees. Each committee must consist of one or more directors and will have such powers and will perform such duties as may be lawfully delegated and assigned to the committee by the Board of Directors. Subject to the terms of the Certificate of Incorporation with respect to the Common Committee (as defined in the Certificate of Incorporation), except as expressly authorized by the Board of Directors or as provided in the Certificate of Incorporation, no committee will have the authority of the Board of Directors with respect to (a) approving dividends or other distributions to shareholders, except as permitted by (h) below; (b) amending the Certificate of Incorporation, except as permitted by (j) below; (c) adopting a plan of merger; (d) recommending to the shareholders the sale, lease, exchange, or other disposition of all or substantially all the property and assets of the Corporation other than in the usual and regular course of its business; (e) recommending to the shareholders a voluntary dissolution of the Corporation or a revocation thereof; (f) approving or proposing to shareholders other actions required to be approved by the shareholders; (g) approving a plan of merger which does not require shareholder approval; (h) authorizing or approving any reacquisition of shares of the Corporation, except pursuant to a formula or method prescribed by the Board of Directors; (i) authorizing or approving the issuance, sale or contract for sale of shares of the Corporation’s stock except either pursuant to a stock option or other stock compensation plan or where the Board of Directors has determined the maximum number of shares and has expressly delegated this authority to the committee; (j) determining the designation and relative rights, preferences and limitations of a class or series of shares, unless the Board of Directors has determined a maximum number of shares and expressly delegated this authority to the committee; (k) adopting, amending or repealing Bylaws for the Corporation; (l) filling vacancies on the Board of Directors or on any of its committees; or (m) taking any other action which the DGCL prohibits a committee of a board of directors to take. The provisions of Sections 2.4, 2.6, 2.7 and 2.10 of the Bylaws will also apply to all committees of the Board of Directors. Each committee will keep written records of its activities and proceedings. All actions by committees will be reported to the Board of Directors at the next meeting following the action and the Board of Directors may ratify, revise or alter such action, other than actions exclusively within the authority of the Common Committee, provided that no rights or acts of third parties will be affected by any such revision or alteration.

Section 2.14 Chairman of the Board . The Board of Directors may elect one of its members to be Chairman of the Board of Directors. The Chairman will advise and consult with the Board of Directors and the officers of the Corporation as to the determination of policies of the Corporation, will preside at all meetings of the Board of Directors and of the shareholders, and will perform such other functions and responsibilities as the Board of Directors may designate from time to time.

ARTICLE 3

OFFICERS

Section 3.1 Composition . The officers of this Corporation will consist of at least a President and a Secretary and may also include a separate Chief Executive Officer, one or more Vice Presidents and a Treasurer and other officers and assistant officers. The President and Chief Executive Officer will be elected or appointed by the Board of Directors. Other officers and assistant officers and agents may be elected or appointed by the President. Any vacancies

occurring in any office of this Corporation may be filled by the Board of Directors in the case of the President and the Chief Executive Officer, and by the President in the case of any other officer and assistant officer. Each officer will hold his or her office until his or her death, resignation or removal.

Section 3.2 Chief Executive Officer . In the absence of a Chairman of the Board, the Chief Executive Officer will preside at all meetings of the Board of Directors and of the shareholders. In addition, as and to the extent requested by the President, the Chief Executive Officer will (a) provide advice and guidance to the President regarding the policies and goals of the Corporation, (b) participate in representing the Corporation in interacting with governmental and regulatory bodies, political figures, customers, suppliers and trade organizations, and (c) provide such other assistance to the President as is consistent with the stature of a chief executive officer. The Chief Executive Officer shall oversee the operations of the Non-Core Assets (as defined in the Certificate of Incorporation) and have the authority to hire and fire employees and agents of the Non-Core Subsidiaries (as defined in the Amended and Restated Stock Purchase Agreement, dated July 29, 2011, between the Corporation and the Onex Shareholders (as defined therein), as amended) if such power has been delegated by the Common Committee (as defined in the Certificate of Incorporation). Except as provided in the preceding three sentences, the Chief Executive Officer will only have such authority, responsibility and duties as shall be specifically delegated to him or her by the Board of Directors or the President and shall not take any actions inconsistent therewith.

Section 3.3 President . The President will be responsible for implementing the policies and goals of the Corporation as stated by the Board of Directors and will have general supervisory responsibility and authority over the property, business and affairs of the Corporation. Unless otherwise provided by the Board of Directors, the President will have the authority to hire and fire employees and agents of the Corporation (other than those of Non-Core Subsidiaries) and to take such other actions as the President deems to be necessary or appropriate to implement the policies, goals and directions of the Board of Directors. The President may sign any documents and instruments of the Corporation which require the signature of the President under the DGCL, the Certificate of Incorporation or these Bylaws. Unless otherwise provided by the Board of Directors, an “acting” or “interim” President will have all responsibilities and authority of the President.

Section 3.4 Vice President . A Vice President will have such responsibilities and authority as may be delegated by the President to such Vice President. If at any time there is more than one Vice President, the President may designate the order of seniority or the areas of responsibility of such Vice Presidents.

Section 3.5 Secretary . The Secretary will keep the minutes and records of all the meetings of the shareholders and directors and of all other official business of the Corporation. The Secretary will give notice of meetings to the shareholders and directors and will perform such other duties as may be prescribed by the President.

Section 3.6 Treasurer . The Treasurer will receive all moneys and funds of the Corporation and deposit such moneys and funds in the name of and for the account of the Corporation with one or more banks designated by the President or in such other short-term investment vehicles as may from time to time be designated or approved by the President. The Treasurer will keep accurate books of account and will make reports of financial transactions of the Corporation to the Board of Directors and the President, and will perform such other duties as may be prescribed by the President. If the President elects a Vice President, Finance or a Chief Financial Officer, the duties of the office of Treasurer may rest in that officer.

Section 3.7 Removal . The Board of Directors, at any meeting or any special meeting called for that purpose, may remove the Chief Executive Officer and the President from office with or without cause, and the President may remove any other officer or assistant officer (other than the Chief Executive Officer) with or without cause; provided , however , in each case that no removal will impair the contract rights, if any, of the officer removed or of this Corporation or of any other person or entity.

ARTICLE 4

STOCK AND OTHER SECURITIES

Section 4.1 Certificates . Each holder of stock of this Corporation represented by certificates shall be entitled to a certificate signed by the President or a Vice President and the Secretary or an Assistant Secretary of the Corporation, and which may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the President or a Vice President and the Secretary or an Assistant Secretary upon a certificate may be facsimiles.

Section 4.2 Transfer Agent and Registrar . The Board of Directors may from time to time appoint one or more transfer agents and one or more registrars for the stock and other securities of the Corporation.

Section 4.3 Transfer . Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4.6 of these Bylaws, an outstanding certificate, if one has been issued, for the number of shares involved shall be surrendered for cancellation before a new certificate, if any, is issued therefor.

Section 4.4 Necessity for Registration . Prior to presentment for registration upon the transfer books of the Corporation of a transfer of stock or other securities of this Corporation, the Corporation or its agent for purposes of registering transfers of its securities may treat the registered owner of the security as the person exclusively entitled to vote the securities; to receive any notices to shareholders; to receive payment of any interest on a security, or of any ordinary, extraordinary, partial liquidating, final liquidating, or other dividend, or of any other distribution, whether paid in cash or in securities or in any other form; and otherwise to exercise or enjoy any or all of the rights and powers of an owner.

Section 4.5 Fixing Record Date . In order that the Corporation may determine the shareholders entitled to notice of any meeting of shareholders or any adjournment thereof, the Board of Directors may, except as otherwise required by law, fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the shareholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining shareholders entitled to notice of and to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided , however , that the Board of Directors may fix a new record date for determination of shareholders entitled to vote at

the adjourned meeting, and in such case shall also fix as the record date for shareholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of shareholders entitled to vote in accordance with the foregoing provisions of this Section 4.5 at the adjourned meeting.

In order that the Corporation may determine the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the shareholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 4.6 Lost Certificates . In case of the loss or destruction of a certificate of stock or other security of this Corporation, a duplicate certificate may be issued in its place upon such conditions as the Board of Directors may prescribe.

ARTICLE 5

CORPORATE SEAL

The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

ARTICLE 6

AMENDMENTS

Unless otherwise provided in the Certificate of Incorporation, the Bylaws of the Corporation may be amended or repealed by the directors and by action of the shareholders, at any regular meeting or at any special meeting called for that purpose, provided notice of the proposed change is given in the notice of the meeting or notice thereof is waived in writing.

ARTICLE 7

SEVERABILITY

To the extent that any provision of these Bylaws is found to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision of these Bylaws, and following any determination by a court of competent jurisdiction that any provision of these Bylaws is invalid or unenforceable, these Bylaws shall contain only such provisions (i) as were in effect immediately prior to such determination and (ii) were not so determined to be invalid or unenforceable.

ARTICLE 8

INDEMNIFICATION

Section 8.1 Right to Indemnification . Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “ proceeding ”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request

of the Corporation as a director, officer, or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “ indemnitee ”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee, or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by Delaware law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided , however , that, except as provided in Section 8.3 with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

Section 8.2 Right to Advancement of Expenses . In addition to the right to indemnification conferred in Section 8.1, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition (hereinafter an “ advancement of expenses ”); provided , however , that, if the DGCL requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “ undertaking ”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “ final adjudication ”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 8.2 or otherwise.

Section 8.3 Right of Indemnitee to Bring Suit . If a claim under Section 8.1 or Section 8.2 is not paid in full by the Corporation within 60 days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. To the fullest extent permitted by law, if successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its shareholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the

indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this ARTICLE 8 or otherwise shall be on the Corporation.

Section 8.4 Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this ARTICLE 8 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, Bylaws, agreement, vote of shareholders or disinterested directors or otherwise.

Section 8.5 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Section 8.6 Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this ARTICLE 8 with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

Section 8.7 Nature of Rights . The rights conferred upon indemnitees in this ARTICLE 8 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this ARTICLE 8 that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit, eliminate, or impair any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

Exhibit 10.3

Execution Copy

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “ Agreement ”), dated as of August 30, 2012 (the “ Effective Date ”), is entered into by and among Onex Partners III LP, a Delaware limited partnership (“ Onex ”), and such Affiliates of Onex as may, from time to time, become parties to this Agreement in accordance with the provisions hereof by executing and delivering a joinder to this Agreement in the form attached as Exhibit A-1 hereto (collectively with Onex, the “ Onex Investors ”), JELD-WEN Holding, inc., an Oregon corporation (the “ Company ”), and such other parties as may, from time to time, become parties to this Agreement in accordance with the provisions hereof by executing and delivering a joinder to this Agreement in the form attached as Exhibit A-2 hereto (collectively with the Onex Investors, the “ Investors ”).

RECITALS

WHEREAS, the Company wishes to issue and sell to the Investors and the Investors wish to purchase from the Company the Shares (as defined below) on the terms and conditions and for the consideration set forth herein.

WHEREAS, the Company and the Investors desire to make certain representations, warranties, covenants and agreements in connection with this Agreement.

WHEREAS, the Board of Directors of the Company has approved, and the holders of a majority of the outstanding Common Shares and a majority of the outstanding Series A Convertible Preferred Shares have entered into voting agreements agreeing to vote in favor of approval of, the amendment to the Company’s Second Amended and Restated Articles of Incorporation attached as Exhibit B hereto (the “ Articles Amendment ”).

NOW, THEREFORE, in consideration of the above premises and the mutual representations, warranties, covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto (each a “ Party ” and collectively the “ Parties ”), intending to be legally bound, hereby agree as follows:

ARTICLE I.

DEFINITIONS

1.1 Certain Defined Terms . For purposes of this Agreement, the following terms shall have the meanings set forth in this Section 1.1 . Capitalized terms used but not otherwise defined in this Agreement shall have the meaning set forth in the 2011 Stock Purchase Agreement.

“ 2011 Stock Purchase Agreement ” means that certain Amended and Restated Stock Purchase Agreement, dated July 29, 2011 by and among the Company, Onex and the other Investors named therein, as amended by that certain Amendment No. 1 dated as of September 1, 2011.

“ Acquisition Debt ” means the principal amount of term loan indebtedness incurred by the Company or its Subsidiaries on or about the Closing Date to fund the purchase price payable under the CMHI Agreement.

“ Adjusted Percentage ” means, with respect to any Investor, the quotient obtained by dividing (a) the product of (i) such Investor’s Allocated Number and (ii) the Per Share Purchase Price by (b) the Post-Investment Equity Value.

“ Allocated Number ” means, with respect to each Investor, the number of Shares opposite such Investor’s name in Schedule I under the heading “ Shares ”, after giving effect to Sections 6.3 and 6.6 hereof. Onex may amend Schedule I at any time to adjust the number of shares for any Onex Investor upon written notice to the Company so long as the aggregate Allocated Number for the Onex Investors remains unchanged following such adjustment. For the avoidance of doubt, the initial Schedule I is based on an Acquisition Debt amount of zero, and the sum of the Allocated Numbers shall equal the Final Share Number.

“ Articles ” means the Company’s Articles of Incorporation, as in effect from time to time.

“ Bridge Note Amendments ” means the Amendment to Bridge Notes between the Company and the holders of the Bridge Notes in the form attached as Exhibit C hereto.

“ CMHI Agreement ’ means that certain Stock Purchase Agreement, dated as of the date hereof, between JELD-WEN, inc., an Oregon corporation and a wholly-owned subsidiary of the Company, CM Holdings, Inc., a Delaware corporation, Craftmaster Manufacturing, Inc., a Delaware corporation, the persons listed as sellers on Schedule I thereto and Jeffrey Cobb and Greg Easton as the Sellers’ Representative.

“ Existing Articles ” means the Company’s Second Amended and Restated Articles of Incorporation, as in effect on the date hereof.

“ Majority Investors ” means Investors purchasing a majority of the Shares pursuant to this Agreement.

“ Participation Exercise Notice ” means the notice from a Participating Shareholder electing to purchase shares in the Participation Offering on a form mutually acceptable to the Company and Onex.

“ Participation Period ’’ has the meaning set forth in the Existing Articles.

“ Per Share Price ” means $239.51.

“ Post-Investment Equity Value ” means an amount equal to $1,223,283,511 plus the Supplemental Investment Amount.

“ Pro Rata Portion ” has the meaning set forth in the Existing Articles.

“ Shareholders ” means the shareholders of the Company as of immediately prior to the consummation of the Transaction.

“ Supplemental Investment Amount ” equals $80 million, minus the Acquisition Debt.

“ Total Adjusted Percentage ” equals, as of the date of a Note Conversion, the quotient of (a) the sum of (i) the Supplemental Investment Amount, (ii) the Series A Initial Investment Amount, (iii) the Unpaid Balance (as defined in the Bridge Notes) and (iv) the amount of any Negative Intercompany Balance, divided by (b) the Post-Investment Equity Value.

“ Total Pre-Note Conversion Shares ” equals 5,107,456.71 plus the Final Share Number.

“ Total Post-Note Conversion Shares ” equals the quotient of (i) 2,184,823 divided by (ii) (A) one minus (B) the Total Adjusted Percentage.

1.2 Index of Certain Other Definitions . The following capitalized terms used in this Agreement have the meanings located in the corresponding section below.


Term		Section

Agreement		Introduction
Amended Articles		Section 2.1
Articles Amendment		Recitals
Series A Preferred Stock		Section 2.1
Closing		Section 3.1(b)
Closing Date		Section 3.1(b)
Company		Introduction
Company Transaction Documents		Section 4.2
Effective Date		Introduction
Final Share Number		Section 6.6
Investor Transaction Documents		Section 5.2
Investors		Introduction
Investors’ Representative		Section 10.13(a)
Investors’ Representative Expenses		Section 10.13(b)
Joinder Agreement		Section 6.3(a)
Onex		Introduction
Onex Investors		Introduction
Participating Shareholder		Section 6.3(a)
Participation Offering		Section 6.3(a)
Party/Parties		Recitals
Purchase		Section 2.1
Shares		Section 2.1
Transaction		Section 3.1(a)
Transaction Documents		Section 3.1(a)

1.3 Other Definitional and Interpretive Matters .

limitation,” (iv) the word “or” shall be inclusive and not exclusive, (v) all references to Sections refer to the Sections of this Agreement, all references to Schedules refer to the Schedules attached to or delivered with this Agreement, as appropriate, and all references to Exhibits refer to the Exhibits attached to this Agreement, each of which is made a part of this Agreement for all purposes, (vi) each reference to “herein” means a reference to “in this Agreement,” (vii) each reference to “$” or “dollars” shall be to United States dollars, (viii) each reference to “days” shall be to calendar days, (ix) each reference to any contract or agreement shall be to such contract or agreement as amended, supplemented, waived or otherwise modified from time to time, and (x) accounting terms which are not otherwise defined in this Agreement shall have the meanings given to them under GAAP; provided , however , that to the extent that a definition of a term in this Agreement is inconsistent with the meaning of such term under GAAP, the definition set forth in this Agreement will control.

(b) The provisions of this Agreement shall be construed according to their fair meaning and neither for nor against any party hereto irrespective of which party caused such provisions to be drafted. Each of the parties hereto acknowledges that it has been represented by an attorney in connection with the preparation and execution of the Transaction Documents.

(c) Unless otherwise expressly provided herein, the measure of a period of one month or one year for purposes of this Agreement shall be that date of the following month or year corresponding to the starting date; provided, however , that if no corresponding date exists, the measure shall be that date of the following month or year corresponding to the next day following the starting date. For example, one month following February 18th is March 18th, and one month following March 31 is May 1.

ARTICLE II.

PURCHASE AND SALE OF SERIES A PREFERRED STOCK

2.1 Issuance of Series A Preferred Stock . Subject to the terms and conditions set forth in this Agreement and in reliance upon the Company’s and each Investor’s representations and warranties set forth below, the Company shall issue and sell to each Investor, and each Investor shall purchase from the Company, such Investor’s Allocated Number of shares of Series A Preferred Stock at a purchase price per share equal to the Per Share Price (such purchased shares of Series A Preferred Stock, collectively, the “ Shares ”). Such sale and purchase (the “ Purchase ”) shall be effected in accordance with Section 3.2 below.

ARTICLE III.

THE CLOSING

3.1 Closing .

(a) The Purchase and the other transactions contemplated by this Agreement are collectively referred to herein as the “ Transaction, ” and this Agreement, the Bridge Note Amendments and the Amended Articles are collectively referred to herein as the “ Transaction Documents . ”

(b) The closing of the Transaction (the “ Closing ”) shall take place at the offices of Kaye Scholer LLP, 425 Park Avenue, New York, NY 10022 at 10:00 A.M. on

the second Business Day (the “ Closing Date ”) following the satisfaction or waiver of all conditions of the parties to consummate the transactions contemplated by this Agreement (other than the conditions with respect to actions the respective parties will take at the Closing itself), or at such other place or on such other date or time as is mutually agreed to by Onex and the Company.

(c) At the Closing, the Company shall, and Onex shall cause each holder of a Bridge Note to, deliver executed Bridge Note Amendments with respect to each outstanding Bridge Note.

3.2 Payment of Purchase Price; Issuance of Shares . At the Closing, each Investor shall pay to the Company an amount equal to the product of such Investor’s Allocated Number and the Per Share Price, by wire transfer in immediately available funds to an account or accounts specified in writing by the Company to the Investors not less than two (2) Business Days prior to the Closing and the Company shall deliver to each Investor certificates evidencing such Investor’s Allocated Number of the Shares, registered in the name of such Investor. The obligations of the Investors under this Agreement shall be several and not joint.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Investors:

4.1 Organization . The Company is duly organized and validly existing under the Laws of the State of Oregon, and has all necessary corporate power and authority to carry on its business as presently conducted and to own and lease its assets and properties.

4.2 Power and Authorization; Enforceability . The Company has all requisite rights, power, and authority to execute and deliver this Agreement and the other Transaction Documents to which it is, or is specified to be, a party (collectively, the “ Company Transaction Documents ”), to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. Except for shareholder approval of the Articles Amendment, all necessary corporate action has been taken by the Company to authorize the execution, delivery and performance by the Company of this Agreement and each other Company Transaction Document. The Company has duly executed and delivered this Agreement and, at or prior to the Closing, will have duly executed and delivered each other Company Transaction Document. This Agreement is, and each other Company Transaction Document, when duly executed and delivered at Closing by the Company, will be, the legal, valid and binding obligations of the Company, enforceable against it in accordance with their respective terms, except as enforceability of such obligations may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws now or hereafter in effect relating to or limiting creditors’ rights generally and general principles of equity relating to the availability of specific performance and injunctive and other forms of equitable relief.

4.3 No Conflicts .

(a) Neither the execution, delivery or performance of this Agreement and the other Company Transaction Documents nor the consummation of the transactions contemplated

hereby or thereby (with or without the passage of time or the giving of notice, or both) will: (i) contravene, conflict with or result in a violation of (A) the certificate or articles of incorporation or bylaws (or other organizational documents) of the Company or any of its Subsidiaries or (B) any (1) Judgments or (2) Laws, in each case, binding upon or applicable to the Company or any of its Subsidiaries or by which they or any of their respective properties or assets are bound except in the case of item (2) of clause (B) for violations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (ii) contravene, conflict with, result in a violation or breach of, constitute a default under, result in the modification, termination, acceleration or cancellation of, or give a right to modify, terminate, accelerate or cancel under, any of the terms or conditions of any material Contract to which the Company is a party or by which it or any of its properties or assets are bound, any collective bargaining or other labor union agreement to which the Company is party or otherwise bound or any Employee Benefit Plan; (iii) result in the creation or imposition of any Encumbrance upon any of the assets of the Company or any of its Subsidiaries, other than Permitted Encumbrances; or (iv) cause a loss or adverse modification of any material Governmental Authorization required for the lawful operation of the business of the Company and each of its Subsidiaries as currently conducted.

(b) Except for the filing of the Amended Articles with the Secretary of State of the state of Oregon, no material Consent, registration, notification, filing or declaration of or with, any Governmental Body is required to be given or made by the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement and the other Company Transaction Documents.

4.4 Capitalization . The authorized, issued and outstanding capital stock and other equity securities of the Company as of the date of this Agreement are fully and accurately set forth in Schedule 4.4 hereto. Except as set forth in the Articles, the Shareholders Agreement, the Bridge Notes, the Registration Rights Agreement and as set forth on Schedule 4.4 hereto, the Company has not granted any preemptive rights, rights of first offer or refusal, redemption or repurchase rights or other similar rights with respect to any of such capital stock or other equity securities of the Company and there are no offers, options, warrants, rights, agreements or commitments of any kind granted by the Company relating to the issuance, conversion, registration, voting, sale or transfer of capital stock or any other equity securities of the Company or obligating the Company to purchase or redeem any of such capital stock or other equity securities. Immediately after giving effect to the Closing, the authorized, issued and outstanding capital stock and other equity securities of the Company will be as set forth in Schedule 4.4 as “Post Closing Capitalization”.

4.5 Issuance of Shares . The issuance, sale and delivery of the Shares in accordance with this Agreement has been, or will be on or prior to the Closing, duly authorized by all necessary corporate action on the part of the Company. The Shares when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement will be duly and validly issued, fully paid and nonassessable, and free of restrictions on transfer other than restrictions on transfer under the Amended Articles, the Shareholders Agreement, applicable federal and state securities laws and liens or encumbrances created by or imposed by an Investor. Assuming the accuracy of the representations made by each of the Investors in Article V, the Shares will be issued in compliance with all applicable federal and state securities laws.

4.6 Litigation . There is no Proceeding pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries seeking to prevent or delay the consummation of the transactions contemplated by this Agreement, the CMHI Agreement and the other Transaction Documents.

4.7 CMHI Agreement . A true, correct and complete copy of the CMHI Agreement is attached to Schedule 4.7 hereto.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

Each Investor hereby represents and warrants to the Company:

5.1 Organization and Good Standing . Such Investor is either a natural person, or a corporation, limited partnership or limited liability company duly organized, validly existing and in good standing under the Laws of its state of organization (if applicable) and, if not a natural person, has all necessary power and authority and possesses all Governmental Authorizations necessary to enable it to carry on its business as presently conducted and to own and lease the assets and properties which it owns and leases.

5.2 Power and Authorization; Enforceability . Such Investor has all requisite rights, power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is, or is specified to be, a party (collectively, the “ Investor Transaction Documents ”), to perform its obligations hereunder and thereunder and to carry out the transactions contemplated hereby and thereby. All necessary action has been taken by such Investor to authorize the execution, delivery and performance by it of this Agreement and each other Investor Transaction Document. Such Investor has duly executed and delivered this Agreement and, at or prior to the Closing, will have duly executed and delivered each other Investor Transaction Document. This Agreement is, and each other Investor Transaction Document, when duly executed and delivered at or prior to the Closing by such Investor, will be, the legal, valid and binding obligation of such Investor, enforceable against such Investor, in accordance with its respective terms, except as enforceability of such obligations may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws now or hereafter in effect relating to or limiting creditors’ rights generally and general principles of equity relating to the availability of specific performance and injunctive and other forms of equitable relief.

5.3 Investment . Such Investor is acquiring Shares for its own account, for investment only, and not with a view to any resale or public distribution thereof. Such Investor shall not offer to sell or otherwise dispose of such Shares in violation of any Laws applicable to any such offer, sale or other disposition. Such Investor acknowledges that (a) such Shares have not been registered under the Securities Act, or any state securities laws and the certificates for the Shares shall bear a legend to that effect, (b) there is no public market for such Shares and there can be no assurance that a public market shall develop, and (c) it must bear the economic risk of its investment in such Shares for an indefinite period of time. Such Investor is, and as of the Closing will be, an “accredited investor” within the meaning of the Rule 501 of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (an “ Accredited Investor ”).

5.4 Legends . Such Investor understands that the Shares and any securities issued in respect of or exchange for the Shares, may bear one or all of the following legends:

(a) “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

(b) The legend required by the Shareholders Agreement.

ARTICLE VI.

CERTAIN COVENANTS OF THE PARTIES

6.1 General . Each of the parties hereto shall use its commercially reasonable efforts to take all action and to do all things necessary, proper or advisable in order to consummate and make effective the Transaction as promptly as reasonably practicable, including (a) satisfaction, unless waived by the party to whose benefit they would otherwise accrue, of the closing conditions set forth in Article VII below, (b) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Transaction or the performance of the obligations of any party hereto in connection therewith, (c) obtaining, delivering or effecting any waivers, modifications, permits, consents, approvals, authorizations, qualifications, notices, registrations and filings as are required in connection with the consummation of the Transaction, and (d) the execution and delivery of such instruments and the taking of such other actions, including the furnishing to each other party hereto of assistance or information, as the other party hereto may reasonably require in order to carry out the intent of the Transaction.

6.2 Further Assurances . Subject to the terms and conditions of this Agreement and the other Transaction Documents, each party hereto shall, from time to time, execute such further instruments and take such other actions as the other party hereto shall reasonably request in order to fulfill its obligations under any of the Transaction Documents, to effectuate the purposes of the Transaction Documents and to provide for the consummation of the Transaction as contemplated hereby.

6.3 Participation Offering . (a) The Company shall promptly offer its shareholders who are Accredited Investors the ability to purchase up to their Pro Rata Portion of the Shares and become parties to this Agreement as Investors (the “ Participation Offering ”). Prior to making any communication to any Shareholder in connection with the Participation Offering, the Company shall provide Onex and its counsel a reasonable opportunity to review and comment on such communication, and the Company shall not make any communication without Onex’s consent, not to be unreasonably withheld or delayed. Each Shareholder (a “ Participating Shareholder ”) who validly delivers to the Company a valid Participation Exercise Notice with

respect to the Transaction before the deadline for doing so set by the Company, which shall be prior to the Closing Date (the “ Participation Period ”), together with (i) an executed joinder to this Agreement in the form attached as Exhibit A hereto (“ Joinder Agreement ”) and (ii) if such Shareholder is not already party to the Shareholders Agreement, an executed Adoption Agreement in the form of Exhibit A to the Shareholders Agreement, shall become a Party to this Agreement as an Investor with respect to the number of Shares such Participating Shareholder has validly committed to purchase (which number, for the avoidance of doubt, may not exceed such Participating Shareholder’s Pro Rata Portion of the Shares and shall constitute such Participating Shareholder’s “Allocated Number” for purposes hereof). Schedule I shall be amended promptly following the expiration of the Participation Period to add each Participating Shareholder and such Participating Shareholder’s Allocated Number and to reduce the aggregate Allocated Number for the Onex Investors by the aggregate Allocated Number of the Participating Shareholders, which reduction shall be allocated on a pro rata basis among the Onex Investors based on their respective Allocated Numbers.

(b) Notwithstanding the foregoing, in the event that (i) any of the representations and warranties of a Participating Shareholder contained in this Agreement shall not be true and correct in all material respects as of the date of such Participating Shareholder’s Joinder Agreement and as of the Closing Date (except for those representations and warranties which addressed matters only as of a particular date prior to the date hereof (which representations shall have been true and correct as of such particular date)), (ii) a Participating Shareholder fails to perform and comply with all of its covenants hereunder in all material respects through and at the Closing, including any obligation to be performed at Closing or (iii) a Participating Shareholder becomes subject to any pending action, suit, or proceeding before any Governmental Body or arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would be reasonably likely to (A) prevent consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling or charge shall be in effect), unless otherwise agreed by Onex and the Company, such Participating Shareholder’s Participation Exercise Notice shall be revoked, the Joinder Agreement signed by such Participating Shareholder shall become null and void and the Allocated Number for such Participating Shareholder shall be reallocated to the Allocated Numbers of the Onex Investors. This Section 6.3(b) does not affect any other remedies in law or equity that Company or any other Party may have against such Participating Shareholder as a result of such Participating Shareholder’s breach of this Agreement.

6.4 Note Conversion Share Adjustment . Upon a Note Conversion (as such term is defined in the Bridge Notes), the Company shall issue a number of additional shares of its Series A Preferred Stock to each Investor equal to (i) the product of (A) such Investor’s Adjusted Percentage and (B) the Total Post-Note Conversion Shares, minus (ii) such Investor’s Allocated Shares.

6.5 Shareholders Meeting . The Company will promptly call (and give notice of) a special meeting of shareholders to be held September 10, 2012 for the sole purpose of approving the Articles Amendment. Promptly following the maturity date of the Bridge Notes, the Company will call (and give notice of) a meeting of shareholders (either special or annual) to approve an additional amendment of the Articles to (i) reflect the Supplemental Investment Amount, if less than $80 million, and (ii) if any of the Bridge Notes convert, reflect the new Equity Constant calculated pursuant to the second sentence of the definition of such term.

6.6 Adjustment of Allocated Number for Acquisition Debt . If the Company incurs Acquisition Debt, the number of Shares sold pursuant hereto shall be reduced by a number equal to the result of dividing the Acquisition Debt by the Per Share Price, rounded down to the nearest whole share (the reduced number of Shares, the “ Final Share Number ”). Schedule I shall be amended promptly to reflect the reduced number of Shares by (a) first reducing the Allocated Number for any Participating Shareholder whose Allocated Number exceeds such Participating Shareholder’s Pro Rata Portion of the Final Share Number by the amount of such excess, and (b) second reducing the aggregate Allocated Number for the Onex Investors, which reduction shall be allocated on a pro rata basis among the Onex Investors based on their respective Allocated Numbers.

ARTICLE VII.

CLOSING CONDITIONS

7.1 Conditions to Obligations of the Company . The obligation of the Company to consummate and effect the Transaction shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, by the Company:

(a) Representations and Warranties . Each representation and warranty of the Onex Investors contained in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, except for those representations and warranties which addressed matters only as of a particular date prior to the date hereof (which representations shall have been true and correct as of such particular date).

(b) Agreements and Covenants . The Onex Investors shall have performed and complied with all of its covenants hereunder in all material respects through and at the Closing.

(c) No Order . No action, suit, or proceeding shall be pending before any Governmental Body or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent consummation of any of the transactions contemplated by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling or charge shall be in effect).

(d) Closing Certificate . Onex shall have delivered to the Company a certificate to the effect that each of the conditions specified above in Sections 7.1(a) thru (c) is satisfied in all respects with respect to the Onex Investors.

(e) Articles Amendment . The Articles Amendment shall have been approved by the Company’s shareholders.

7.2 Conditions to Obligations of the Investors . The obligation of the Investors to consummate and effect the Transaction shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, by Onex:

(a) Representations and Warranties . The representations and warranties of the Company contained in Sections 4.1 , 4.2 , 4.3(a)(i)(A) , 4.4 , and 4.5 shall be true and correct as of the Closing Date (except to the extent such representations and warranties are expressly made only as of a specific date, in which case as of such specific date). Each other representation and warranty of the Company contained in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on such date (except to the extent such representations and warranties are expressly made only as of a specific date, in which case as of such specific date).

(b) Agreements and Covenants . The Company shall have performed and complied with all of its covenants hereunder in all material respects through and at the Closing.

(d) No Company Material Adverse Effect . There shall not have been any event, condition, occurrence, contingency or development that has had or would reasonably be expected to have a Company Material Adverse Effect.

(e) Closing Certificate . The Company shall have delivered to Onex a certificate to the effect that each of the conditions specified above in Sections 7.2(a) thru (d) is satisfied in all respects.

(f) Certified Articles; Good Standing Certificates . Onex shall have received from the Company (i) a copy of the Articles of Incorporation of the Company confirming the filing of the Articles Amendment, certified by the Secretary of State of the State of Oregon as of or within three (3) Business Days prior to the Closing Date, and (ii) a certificate dated as of or within three (3) Business Days prior to the Closing Date, as to the existence of the Company from the Secretary of State of the State of Oregon. The Articles Amendment shall be in the form of Exhibit A .

(g) Acquisition . All conditions to the closing of the transactions contemplated by the CMHI Agreement shall have been satisfied (other than deliveries to be made at closing), and the Company and the other parties thereto shall have confirmed their intention and willingness to close such transactions subject only to the consummation of the transactions contemplated by this Agreement and any debt financing arrangements entered into by the Company in connection with the transactions contemplated by the CMHI Agreement.

(h) Documents . All certificates, instruments and other documents required to effect the transactions contemplated hereby or to be delivered to the Investors will be reasonably satisfactory in form and substance to Onex.

ARTICLE VIII.

INDEMNIFICATION

8.1 Indemnification by the Company .

(a) The Company agrees that for purposes of Article IX of the 2011 Stock Purchase Agreement, the Investors shall be entitled to all rights of the “Investors” under Article IX of the 2011 Stock Purchase Agreement as if the Investors were party to such Agreement and had purchased the Shares purchased by each of them hereunder pursuant to the 2011 Stock Purchase Agreement, and that in connection therewith (i) the “Purchase Price” referred to in Section 9.5(b) of the 2011 Stock Purchase Agreement shall hereinafter mean the sum of the Purchase Price thereunder and the Supplemental Investment Amount, (ii) the “Series A Preferred Share Amount” referred to in Section 9.5(b) of the 2011 Stock Purchase Agreement shall hereinafter mean the sum of the Series A Initial Investment Amount (as defined in the 2011 Stock Purchase Agreement) and the Supplemental Investment Amount, (iii) the penultimate sentence of Section 9.5(b) of the 2011 Stock Purchase Agreement shall apply with respect to Investors hereunder that are not Affiliates of Onex to the extent, but only to the extent, of any transfers to any Person that is not an Affiliate of such Investor.

(b) The Company further agrees that Article IX of the 2011 Stock Purchase Agreement shall apply as to the Investors hereunder (and their corresponding Investor Indemnified Parties) with respect to any failure of any representation or warranty of the Company made in Article IV of this Agreement to be true and correct when made or at Closing, and with respect to any breach or nonfulfillment of any covenant or obligation of the Company under this Agreement as if such representations, warranties and covenants were included in the 2011 Stock Purchase Agreement, excluding (i) the first sentence of Section 9.5(b) of the 2011 Stock Purchase Agreement and (ii) Section 9.5(d) of the 2011 Stock Purchase Agreement; provided , that (v) only the Investors hereunder (and their corresponding Investor Indemnified Parties) shall be entitled to recover Damages in connection with such matters, (w) the aggregate amount of Damages that can be recovered by the Investors hereunder (and their corresponding Investor Indemnified Parties) pursuant to any claims made with respect to breaches of any representation and warranty of the Company made in Article IV of this Agreement shall be limited, individually and in the aggregate, to 15% of the Supplemental Investment Amount, (x) the penultimate sentence of Section 9.5(b) of the 2011 Stock Purchase Agreement shall apply with respect to Investors hereunder that are not Affiliates of Onex to the extent, but only to the extent, of any transfers to any Person that is not an Affiliate of such Investor, (y) the Company shall have no obligation to indemnify the Investors hereunder (and their corresponding Investor Indemnified Parties) with respect to Damage claims made with respect to breaches of any representation and warranty of the Company made in Article IV of this Agreement unless the aggregate Damages related to all such inaccuracies and breaches, determined after giving effect to Section 9.7 of the 2011 Stock Purchase Agreement, is greater than $400,000, in which event the Investor Indemnified Parties shall be entitled to indemnification for all Damages in excess of such amount, subject to the limitation in the preceding clause (w), and (z) the representations and warranties of the Company made in Sections 4.3 , 4.6 and 4.7 of this Agreement shall survive until the date that is 18 months following the Closing Date and the representations and warranties of the Company made in the other sections Article IV of this Agreement shall survive indefinitely, notwithstanding Section 9.5(a) of the 2011 Stock Purchase Agreement.

8.2 Indemnification by the Investors . The Company agrees that Article IX of the 2011 Stock Purchase Agreement shall apply as to the Company (and its corresponding Company Indemnified Parties) with respect to any failure of any representation or warranty of an Investor made in Article V of this Agreement to be true and correct when made or at Closing, and with respect to any breach or nonfulfillment of any covenant or obligation of an Investor under this Agreement as if such representations, warranties and covenants were included in the 2011 Stock Purchase Agreement (and referenced in Section 9.2(a) thereof), excluding (i) the first sentence of Section 9.5(b) of the 2011 Stock Purchase Agreement and (ii) Section 9.5(d) of the 2011 Stock Purchase Agreement; provided , that (x) the aggregate amount of Damages that can be recovered by the Company pursuant to any claims made with respect to breaches of any representation and warranty of the Company made in Article IV of this Agreement shall be limited, individually and in the aggregate, to 15% of the product of the applicable Investor’s Allocated Number and the Per Share Price, (y) the Investors shall have no obligation to indemnify the Company Indemnified Parties hereunder with respect to Damage claims made with respect to breaches of any representation and warranty of the Investors made in Article V of this Agreement unless the aggregate Damages related to all such inaccuracies and breaches is greater than $400,000, in which event the Company Indemnified Parties shall be entitled to indemnification for all Damages in excess of such amount, subject to the limitation in the preceding clause (x), and (z) the representations and warranties of the Investors made in Article V of this Agreement shall survive indefinitely, notwithstanding Section 9.5(a) of the 2011 Stock Purchase Agreement.

ARTICLE IX.

TERMINATION

9.1 Termination of Agreement . Onex and the Company may terminate this Agreement as provided below:

(a) Onex and the Company may terminate this Agreement by mutual written consent at any time prior to the Closing;

(b) Onex may terminate this Agreement by giving written notice to the Company at any time prior to the Closing (i) in the event that the Company has (A) breached any of the representations and warranties set forth in Sections 4.1 , 4.2 , 4.3(a)(i)(A) , 4.4 , and 4.5 , or (B) breached in any material respect any representation, warranty or covenant contained in this Agreement (other than the representations and warranties referenced in the preceding clause (A)), and in each such case, Investor has notified the Company of the breach in writing, setting forth the specifics of the breach and the expected cure, and the breach has continued without cure for a period of 30 days after the notice of breach, (ii) if the CMHI Agreement has been terminated or (iii) if the Closing shall not have occurred on or before October 31, 2012; and

(c) the Company may terminate this Agreement by giving written notice to the Investors at any time prior to the Closing (i) in the event that the Onex Investors have, in any material respect, breached any representation, warranty, or covenant contained in this Agreement, the Company has notified Onex of the breach in writing, setting forth the specifics of the breach and the expected cure, and the breach has continued without cure for a period of 30 days after the notice of breach, (ii) if the CMHI Agreement has been terminated or (iii) if the Closing shall not have occurred on or before October 31, 2012.

9.2 Effect of Termination . If this Agreement is terminated pursuant to Section 9.1 above, all rights and obligations of the parties hereunder shall terminate without any liability of any Party to any other Party (except for any liability of any Party for any breach of any representation, warranty or covenant prior to such termination); provided , however , that this Section 9.2 and Article X shall survive termination.

ARTICLE X.

GENERAL PROVISIONS

10.1 Fees and Expenses . In the event that the Transaction is not consummated, each Party shall bear its own fees and expenses incurred in connection with the Transaction (subject to Section 9.2 ). In the event that the Transaction is consummated, the Company shall reimburse the Onex Investors for all out-of-pocket expenses, including legal and accounting fees, incurred by them in connection with the Transaction.

10.2 Notices . All notices or other communications permitted or required under this Agreement shall be in writing and shall be sufficiently given if and when hand delivered to the persons set forth below or if sent by documented overnight delivery service or registered or certified mail, postage prepaid, return receipt requested, or by telecopy or email, receipt acknowledged, addressed as set forth below or to such other Person or Persons and/or at such other address or addresses as shall be furnished in writing by any party hereto to the other parties hereto. Any such notice or communication shall be deemed to have been given as of the date received, in the case of personal delivery, or on the date shown on the receipt or confirmation therefor in all other cases.

To the Investors :

c/o Onex Manager L.P.

712 Fifth Avenue

New York, NY 10019

Attn: Adam Reinmann

Fax: (212) 582-0909

With a mandatory copy to (which shall not constitute notice):

Onex Corporation

161 Bay Street

P.O. Box 700

Toronto, Ontario M5J 2S1

Attn: Andrea F. Daly, Esq.

Kaye Scholer LLP

425 Park Avenue

New York, NY 10022

Attn: Joel I. Greenberg, Esq.

Fax: (212) 836-8211

To the Company :

JELD-WEN Holding, inc.

3250 Lakepoint Blvd.

Klamath Falls, OR 97601

Attn: David Stork, Senior VP and General Counsel

With a mandatory copy to (which shall not constitute notice):

Stoel Rives LLP

900 SW Fifth Ave., Suite 2600

Portland, OR 97204

Attn: Ruth A. Beyer

Fax: (503) 220-2480

10.3 Assignment and Benefit . Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned, by operation of Law or otherwise, by any party hereto to any other Person without the prior written consent of Onex and the Company, except that any Investor may assign this Agreement to one or more of its Affiliates; provided that no such assignment shall relieve any Investor of any of its obligations hereunder; provided , further , that Onex may assign its rights under this Agreement in whole or in part to any of its Affiliates, and following any such assignment, each such assignee shall be an Onex Investor for all purposes hereunder, provided such Affiliates execute and deliver a joinder in the form attached as Exhibit A-1 and, if such Affiliate is not already party to the Shareholders Agreement, an executed Adoption Agreement in the form of Exhibit A to the Shareholders Agreement. Subject to the foregoing, this Agreement and the rights and obligations set forth herein shall inure to the benefit of, and be binding upon, the parties hereto, and each of their respective permitted successors, heirs and assigns.

10.4 Amendment, Modification and Waiver . Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by Onex and the Company. Any such amendment, modification, extension or waiver shall be in writing. The waiver by a party hereto of any breach of any provision of this Agreement shall not constitute or operate as a waiver of any other breach of such provision or of any other provision hereof, nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision hereof.

10.5 Governing Law . This Agreement is made pursuant to, and shall be construed and enforced in accordance with, the Laws of the State of Delaware, irrespective of the principal place of business, residence or domicile of the parties hereto, and without giving effect to otherwise applicable principles of conflicts of Law that would give effect to the Laws of another jurisdiction.

10.6 Waiver of Jury Trial . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY

HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.6.

10.7 Consent to Jurisdiction . Each party hereto irrevocably submits to the exclusive jurisdiction of federal and state courts in the State of Delaware for purposes of any Proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto hereby waives, and agrees not to assert in any such dispute, in each case to the fullest extent permitted by applicable Law, any claim that (a) such party is not personally subject to the jurisdiction of such courts, (b) such party and such party’s property is immune from any legal process issued by such courts or (c) any Proceeding commenced in such courts is brought in an inconvenient forum.

10.8 Section Headings . The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

10.9 Severability . If any term or other provision of this Agreement (or portion thereof) or the application of any such term or other provision (or portion thereof) to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced pursuant to any applicable Law or public policy, all other terms and provisions of this Agreement (or remaining portion of such term or other provision) will nevertheless remain in full force and effect. Upon such determination by a court of competent jurisdiction that any term or other provision (or portion thereof) of this Agreement is invalid, illegal or incapable of being enforced, the parties hereto will negotiate to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

10.10 Counterparts; Third-Party Beneficiaries . This Agreement may be executed in two or more counterparts, including by facsimile transmission, each of which shall be deemed an original, and any Person may become a party hereto by executing a counterpart hereof, but all of such counterparts together shall be deemed to be one and the same agreement. This Agreement will be binding upon and inure solely to the benefit of each party hereto, and, except as set forth in Article IX , nothing in this Agreement, express or implied, is intended to or will confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

10.11 Entire Agreement . This Agreement (including the schedules and exhibits attached hereto), together with the 2011 Stock Purchase Agreement (to the extent provided in Article VIII hereof) and the other Transaction Documents, constitute the entire agreement among the parties hereto with respect to the transactions contemplated hereby and supersede all prior and contemporaneous agreements and understandings, both written and oral, with respect to the subject matter hereof. This Agreement shall constitute an amendment to the 2011 Stock Purchase Agreement to the extent provided in Article VIII hereof.

10.12 Specific Performance . The parties hereto agree that in the event of a breach of this Agreement, money damages may be inadequate and the aggrieved party may have no adequate remedy at law. Accordingly, the parties agree that, in the event of any actual or threatened breach, the aggrieved party or parties shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and each other party’s obligations hereunder not only by an action or actions for damages but also by an action or actions for specific performance, injunctive and/or other temporary, preliminary and permanent equitable relief (and no bond or other security shall be required in connection therewith). If any such action is brought by the aggrieved party or parties to enforce this Agreement, each of the other parties hereto hereby waives the defense that there is an adequate remedy at law.

10.13 Investors’ Representative .

(a) The Majority Investors may, by written notice to the Company, appoint an Investor to serve as the agent and attorney-in-fact for each of the Investors (in such capacity, the “ Investors’ Representative ”) to act, following the Closing, as Investors’ Representative under this Agreement and the Transaction Documents in accordance with the terms of this Section 10.13 . In the event of the resignation of the Investors’ Representative, the Majority Investors may appoint a successor Investors’ Representative by written notice to the Company.

(b) The Investors’ Representative is hereby authorized and empowered to exclusively act for, and on behalf of, any or all of the Investors (with full power of substitution in the premises) in connection with all matters relating to indemnity claims pursuant to Article VIII, including (i) to receive all payments owing to the Investors under or in connection with Article VIII, (ii) to withhold any amounts received on behalf of the Investors in order to satisfy any actual or potential liabilities of the Investors under or in connection with Article VIII, including all expenses, charges and liabilities, including, but not limited to, reasonable attorneys’ fees (collectively, the “ Investors’ Representative Expenses ”), incurred by the Investors’ Representative in the performance or discharge of its duties set forth in this Section 10.13 , (iii) to make any payments on behalf of the Investors and collect from the Investors (pro rata in accordance with each Investor’s portion of the Shares acquired at Closing) any amounts paid in settlement of any claims under this Agreement or as required to satisfy any obligations of the Investors pursuant to Article VIII, (iv) to act as the representative of the Investors to review and authorize all claims and disputes or question the accuracy thereof, (v) to negotiate and compromise on their behalf with the Company with respect to any claims asserted under Article VIII and to authorize payments to be made with respect thereto, (vi) to receive and distribute any payments to Investors under Article VIII, and (vii) in general, do all things and perform all acts, including, without limitation, executing and delivering all agreements, certificates, receipts, consents, elections, instructions and other documents contemplated by or deemed by the Investors’ Representative to be necessary or desirable in connection with the rights and obligations of the Investors pursuant to Article VIII. The Company shall be entitled to rely on such appointment and to treat the Investors’ Representative as the duly appointed attorney-in-fact of each Investor for the purposes set forth herein. Notices given to the Investors’ Representative in accordance with the provisions of this Agreement shall constitute notice to the Investors for all purposes under this Agreement. The Investors’ Representative shall not have any duties or responsibilities except those expressly set forth in this Agreement, and no implied covenants, agreements, functions, duties, responsibilities, obligations or liabilities shall be read into this Agreement or shall otherwise exist against the Investors’ Representative.

(c) The appointment of the Investors’ Representative shall be an agency coupled with an interest and shall be irrevocable and any action, decision, consent or instruction of the Investors’ Representative pursuant to the authority set forth in this Section 10.13 shall be effective and absolutely binding on each Investor notwithstanding any contrary action of or direction from such Investor, except for actions or omissions of the Investors’ Representative constituting fraud. The death or incapacity, or dissolution or other termination of existence, of any Investor shall not terminate the authority and agency of the Investors’ Representative. The Company may conclusively rely, without inquiry, upon any act, decision, consent or instruction of the Investors’ Representative as the act, decision, consent or instruction of the Investors.

(d) The Investors’ Representative shall not be liable to any Investor or to any other Person, with respect to any action taken or omitted to be taken by the Investors’ Representative in its role as Investors’ Representative under or in connection with this Agreement or any Transaction Document, unless such action or omission results from or arises out of fraud on the part of the Investors’ Representative. The Company acknowledges and agrees that no claim shall be brought by or on behalf of the Company against the Investors’ Representative with respect to this Agreement, any Transaction Document or the transactions contemplated hereby and thereby (other than any claim against the Investors’ Representative in its capacity as an Investor, if applicable).

(e) The Investors’ Representative shall receive no compensation for service as such but shall receive reimbursement from, and be indemnified by the Investors pro rata in accordance with each Investor’s portion of the Shares acquired at Closing for, any and all Investors’ Representative Expenses and shall be entitled to deduct such amounts from any amounts received by it on behalf of the Investors pursuant to this Section 10.13 .

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement, under seal, all as of the date first above written.

[Signature Page to Amended and Restated Stock Purchase Agreement]


ONEX:	ONEX PARTNERS III LP

	By:	Onex Partners III GP LP, its General Partner
	By:	Onex Partners Manager LP, its Agent
	By:	Onex Partners Manager GP ULC, its General Partner

		By:	/s/ Robert M. Le Blanc
		Name:	Robert M. Le Blanc
		Title:	Managing Director

		By:	/s/ Donald F. West
		Name:	Donald F. West
		Title:	Vice President and Secretary

[Signature Page to Amended and Restated Stock Purchase Agreement]

EXHIBIT A-1

ONEX JOINDER TO STOCK PURCHASE AGREEMENT

[ see attached ]

Exhibit A-1

JOINDER AGREEMENT

The undersigned is executing and delivering this Joinder Agreement (this “ Joinder Agreement ”) pursuant to Section 10.3 of that certain Stock Purchase Agreement, dated as of August 30 2012, by and among Onex Partners III LP, a Delaware limited partnership (“ Onex ”), and such Affiliates of Onex as may, from time to time, become parties to the Stock Purchase Agreement by executing and delivering a joinder to the Stock Purchase Agreement (collectively with Onex, the “ Onex Investors ”), JELD-WEN Holding, inc., an Oregon corporation (the “ Company ”), and such other parties as may, from time to time, become parties thereto in accordance with the terms thereof by executing and delivering a joinder to the Stock Purchase Agreement (collectively with the Onex Investors, the “ Investors ”) (the “ Stock Purchase Agreement ”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Stock Purchase Agreement.

By executing and delivering this Joinder Agreement, the undersigned hereby agrees to be bound as an Onex Investor under the Stock Purchase Agreement in accordance with and as provided in Section 10.3 thereof, including to make all representations and warranties of the Investors thereunder, effective as of the date hereof.

Accordingly, the undersigned has executed and delivered this Joinder Agreement as of the day of , 2012.

(Signature)

(Printed Name)

Exhibit A-1

EXHIBIT A-2

JOINDER TO STOCK PURCHASE AGREEMENT

[ see attached ]

Exhibit A-2

JOINDER AGREEMENT

The undersigned is executing and delivering this Joinder Agreement (this “ Joinder Agreement ”) pursuant to Section 6.3 of that certain Stock Purchase Agreement, dated as of August 30 2012, by and among Onex Partners III LP, a Delaware limited partnership (“ Onex ”), and such Affiliates of Onex as may, from time to time, become parties to the Stock Purchase Agreement by executing and delivering a joinder to the Stock Purchase Agreement (collectively with Onex, the “ Onex Investors ”), JELD-WEN Holding, inc., an Oregon corporation (the “ Company ”), and such other parties as may, from time to time, become parties thereto in accordance with the terms thereof by executing and delivering a joinder to the Stock Purchase Agreement (collectively with the Onex Investors, the “ Investors ”) (the “ Stock Purchase Agreement ”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Stock Purchase Agreement.

By executing and delivering this Joinder Agreement, the undersigned hereby agrees to be bound as an Investor under the Stock Purchase Agreement in accordance with and as provided in Section 6.3 thereof, including to make all representations and warranties of the Investors thereunder, effective as of the date hereof.

Accordingly, the undersigned has executed and delivered this Joinder Agreement as of the day of , 2012.

(Signature)

(Printed Name)

Exhibit A-2

EXHIBIT B

FORM OF AMENDMENT TO ARTICLES OF INCORPORATION

[ see attached ]

Exhibit B

ATTACHMENT TO

ARTICLES OF AMENDMENT OF JELD-WEN HOLDING, INC.

1)	Article II is amended to read as follows:

ARTICLE II.

AUTHORIZED CAPITAL STOCK

The total number of shares of all classes of stock which the Corporation shall have authority to issue is 31,500,000 (the “Shares” ), of which (a) 22,750,000 Shares shall be Common Stock (the “Total Common Stock” ), of which (i) 22,319,800 shares shall be designated Common Stock (the “Common Stock” ), (ii) 254,200 shares shall be designated Class B-1 Common Stock (the “Class B-1 Common Stock” ) and (iii) 176,000 shares shall be designated Class B-2 Common Stock (the “Class B-2 Common Stock” and, together with the B-1 Common Stock, the “Class B Common Stock” ) and (b) 8,750,000 Shares shall be Preferred Stock (the “Preferred Stock” , and together with the Total Common Stock, the “Capital Stock” ), of which 8,749,999 Shares shall be designated “Series A Convertible Preferred Stock” and one (1) Share shall be designated “Series B Preferred Stock” .

2)	Article IV.A(l) is amended to read as follows:

(1) Voting . In addition to any voting rights granted under applicable law and by these Articles of Incorporation, and subject to Section E, each holder of shares of the Series A Convertible Preferred Stock shall be entitled to notice of and to attend all special and annual meetings of Shareholders and to cast a number of votes equal to the number of shares of Common Stock into which such holder’s shares of the Series A Convertible Preferred Stock could be converted (as more fully described in Section B below) on the record date for the vote or consent of Shareholders upon any matter or thing properly considered and acted upon by the Shareholders. The holders of shares of the Series A Convertible Preferred Stock shall vote with holders of the Total Common Stock as a single class upon all matters submitted to a vote of Shareholders, other than the election and removal of directors, subject to any class or series shareholder voting requirement under applicable law. The holders of the Series A Convertible Preferred Stock shall vote with holders of the Total Common Stock on a plan of merger and are not entitled to vote separately on a plan of merger. The holders of Series A Convertible Preferred Stock, voting as a separate class, shall have the exclusive power to elect and remove Series A Preferred Directors.

3)	Article IV.A(2)(a) is amended to read as follows:

Supplemental Investment Issuance Date in the case of shares of Series A Convertible Preferred Stock purchased with the Supplemental Investment Amount, (y) the Note Conversion Date in the case of shares of Series A Convertible Preferred Stock issued on or after the Note Conversion Date pursuant to the Bridge Notes or the 2012 Stock Purchase Agreement or (z) the date such share is required to be issued pursuant to Section 9.8(e) of the Stock Purchase Agreement (including as a result of the application of Section 6.4 of the 2012 Stock Purchase Agreement). Such dividends shall be fully cumulative and accumulate and accrue continually and compound annually at the rate described above, whether or not they have been declared and whether or not there are funds of the Corporation legally available for the payment thereof. The aggregate accrued but unpaid dividends (including accrued but unpaid dividends based on the annual compounding provided for herein) on the Series A Convertible Preferred Stock are referred to herein as “ Series A Unpaid Dividends .” Dividends on the Series A Convertible Preferred Stock shall be payable only when, as and if declared by the Board or as provided in Section C. Dividends accrued on the Series A Convertible Preferred Stock for the one-year period beginning on the Series A Initial Issuance Date shall not be declared or paid; dividends accrued on the Series A Convertible Preferred Stock after such one-year period may only be declared and paid, in whole or in part, at any time or times during the calendar year in respect of which they accrue.

4)	Article IV.B(2)(b) is amended to read as follows:

(b) the price to the public in the Public Offering is sufficient so that, if all of the shares of Series A Convertible Preferred Stock were converted into Common Stock and sold for cash at the price to the public on the date of the closing of the Public Offering, (x) the present value, as of the Series A Initial Issuance Date, of all cash sale proceeds, cash dividends and cash redemption payments with respect to shares of Series A Convertible Preferred Stock issued on the Series A Initial Issuance Date, discounted at 25% per annum on the basis of annual compounding, would equal the Series A Initial Investment Amount, (y) the present value, as of the Supplemental Investment Issuance Date, of all cash sale proceeds, cash dividends and cash redemption payments with respect to shares of Series A Convertible Preferred Stock issued on the Supplemental Investment Issuance Date, discounted at 25% per annum on the basis of annual compounding, would equal the Supplemental Investment Amount, and (z) the present value, as of the Note Conversion Date, of all cash sale proceeds, cash dividends and cash redemption payments with respect to shares of Series A Convertible Preferred Stock issued upon conversion of the Bridge Notes (including pursuant to Section 5 thereof), discounted at 25% per annum on the basis of annual compounding, would equal the amount of principal and interest on the Bridge Notes converted into shares of Series A Convertible Preferred Stock;

5)	Article IV.B(7) is amended to read as follows:

(7) Subsequent Share Issuances . The ‘‘Series A Conversion Rate” and other conversion rights applicable to the shares of Series A Convertible Preferred Stock that may be issued pursuant to the Stock Purchase Agreement, the 2012 Stock Purchase Agreement and the Bridge Notes shall be the same as the previously issued shares of Series A Convertible Preferred Stock and reflect all adjustments previously made under Sections B(4), B(5) and B(6) above.

6)	Article IV.D(1) is amended to read as follows:

(1) At any time after (a) the sixth (6 ^th ) anniversary of the Series A Initial Issuance Date, in the event that (i) the Corporation has effected a Qualified Public Offering by no later than the fifth (5 ^th ) anniversary of the Series A Initial Issuance Date and (ii) the Common Stock is actively traded on an Approved Securities Exchange, with a public float of no less than $300,000,000, or (b) in the event that clause (a) of this Section D(1) is not applicable, at any time after the eighth (8 ^th ) anniversary of the Series A Initial Issuance Date, the Corporation may, by written notice (a “ Company Redemption Notice ”) to the holders of the Series A Convertible Preferred Stock, elect to redeem (a “ Company Redemption ”) all (but not less than all) outstanding shares of the Series A Convertible Preferred Stock at a redemption price (the “ Company Redemption Price ”) equal to the amount necessary so that (x) the present value, as of the Series A Initial Issuance Date, of all cash dividends and cash redemption payments with respect to shares of Series A Convertible Preferred Stock issued on the Series A Initial Issuance Date, discounted at 25% per annum on the basis of annual compounding, equals the Series A Initial Investment Amount, (y) the present value, as of the Supplemental Investment Issuance Date, of all cash dividends and cash redemption payments with respect to shares of Series A Convertible Preferred Stock issued on the Supplemental Investment Issuance Date, discounted at 25% per annum on the basis of annual compounding, would equal the Supplemental Investment Amount, and (z) the present value, as of the Note Conversion Date, of all cash dividends and cash redemption payments with respect to shares of Series A Convertible Preferred Stock issued upon conversion of the Bridge Notes, discounted at 25% per annum on the basis of annual compounding, equals the amount of principal and interest on the Bridge Notes converted into shares of Series A Convertible Preferred Stock; provided , however , that prior to exercising its right to a Company Redemption pursuant to this Section D, the Corporation shall provide evidence reasonably satisfactory to the holders of Series A Convertible Preferred Stock that such Company Redemption does not violate applicable law or violate, contravene or cause a default under any agreements or obligations related to indebtedness of the Corporation and will not result in the Corporation becoming insolvent; and provided , further , that (i) after giving effect to the Company Redemption the ratio of pro-forma Consolidated Indebtedness to TTM EBITDA will not exceed 4.75, and (ii) for a period of two (2) years after the consummation of the Company Redemption, the Corporation may not declare or pay cash dividends or distributions with respect to equity interests to, or purchase equity interests from, its equity holders except to the extent required by applicable law in connection with the ESOP and as required pursuant to written agreements or as provided in the Corporation’s written policies and procedures relating to stock repurchases, in each case as in effect as of immediately prior to the Company Redemption.

7)	Article XIII is amended to include the following definitions:

“ 2012 Stock Purchase Agreement ” means the Stock Purchase Agreement, dated as of August 30, 2012, among the Corporation and each of the other signatories thereto.

“ Supplemental Investment Amount ” means $80 million.

“ Supplemental Investment Issuance Date ” means the date the Corporation issues shares of Series A Convertible Preferred Stock pursuant to the 2012 Stock Purchase Agreement.

8)	The definition of ”Equity Constant” in Article XIII is amended to read as follows:

“ Equity Constant ” means $239.51. Concurrently with any issuance of Series A Convertible Preferred Stock pursuant to conversion of the Bridge Notes and pursuant to Section 6.4 of the 2012 Stock Purchase Agreement, the Equity Constant will be reduced to an amount equal to the result of dividing (a) the sum of (i) the Series A Initial Investment Amount, (ii) the Supplemental Investment Amount, (iii) the amount of principal and accrued and unpaid interest on the Bridge Notes converted into Series A Convertible Preferred Stock and (iv) the amount of any Negative Intercompany Balance (as defined in the Stock Purchase Agreement) as of such date by (b) the sum of the number of shares of Series A Convertible Preferred Stock issued (i) pursuant to the Stock Purchase Agreement (other than pursuant to conversion of the Bridge Notes or pursuant to Section 9.8(e) of the Stock Purchase Agreement), (ii) pursuant to the 2012 Stock Purchase Agreement (including Section 6.4 thereof), and (iii) pursuant to conversion of the Bridge Notes. Concurrently with any issuance of Series A Convertible Preferred Stock pursuant to Section 9.8(e) of the Stock Purchase Agreement, the Equity Constant will be reduced to an amount equal to the product of (x) the Equity Constant immediately prior to such issuance and (y) a fraction, (i) the numerator of which equals the number of shares of Series A Convertible Preferred Stock issued and outstanding immediately prior to such issuance, and (ii) the denominator of which equals the total number of shares of Series A Convertible Preferred Stock outstanding as of immediately after such issuance. For the avoidance of doubt, a reduction in the Equity Constant will have no effect on the amount of dividends accrued on the Series A Convertible Preferred Stock prior to the occurrence of such reduction.

Exhibit 10.3.1

AMENDMENT

STOCK PURCHASE AGREEMENTS

This AMENDMENT TO STOCK PURCHASE AGREEMENTS (this “ Amendment ”), dated as of April 3, 2013, is entered into by and among Onex Partners III LP, a Delaware limited partnership (“ Onex ”), and JELD-WEN Holding, inc., an Oregon corporation (the “ Company ”).

WHEREAS, Onex, certain of the other Onex Parties, the other investors named therein and the Company are parties to that certain Stock Purchase Agreement, dated as of August 30, 2012 (as amended, modified or supplemented from time to time in accordance with its terms, the “ 2012 Stock Purchase Agreement ”);

WHEREAS, Onex and the Company wish to amend the 2011 Stock Purchase Agreement in accordance with Section 11.4 thereof, and to amend the 2012 Stock Purchase Agreement in accordance with Section 10.4 thereof;

WHEREAS, the Board of Directors of the Company has unanimously adopted and approved, and the holders of a majority of the outstanding Total Common Stock have consented in writing to, the amendment and restatement of the Company’s Amended and Restated Bylaws pursuant to the Second Amended and Restated Bylaws of the Company attached as Exhibit A hereto; and

WHEREAS, concurrently with the execution and delivery of this Agreement, the Company is entering into amendments to each of its Convertible Promissory Notes issued under the 2011 Stock Purchase Agreement with each of the holders thereof substantially in the form attached as Exhibit B hereto.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants, agreements and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the 2012 Stock Purchase Agreement.

ARTICLE II

AMENDMENTS TO THE STOCK PURCHASE AGREEMENTS

Section 2.1 The 2011 Stock Purchase Agreement is hereby amended as follows:

(a) The following definitions, (i) if such definition appears in Section 1.1 of the 2011 Stock Purchase Agreement, are hereby amended and restated in their entirety as follows, or (ii) if such definition does not appear in Section 1.1 of the 2011 Stock Purchase Agreement, are hereby inserted into Section 1.1 of the 2011 Stock Purchase Agreement in alphabetical order:

“ Aggregate Cash Proceeds ” means, as of any date, the sum of (a) the aggregate Free Cash Flow from Non-Core Assets and (b) the Net Cash Proceeds from the Sale of Non-Core Assets.

“ Available Excess Non-Core Cash Proceeds ” means, as of any date, (a) the Aggregate Cash Proceeds, minus (b) the aggregate amount of any Non-Core Asset Indemnification Payments made after April 3, 2013, minus (c) the amount of any Contingent Non-Core Asset Indemnification Payments as of such date, minus (d) the amount of Available Excess Non-Core Cash Proceeds used to satisfy any indemnification obligation of the Company Indemnified Parties under Article IX hereof prior to such date, minus (e) the amount of any dividends or distributions of Distributable Non-Core Assets/Proceeds (as defined in the Amended and Restated Articles) declared or made in cash prior to such date, minus (f) the amount of any Negative Intercompany Account Balance.

“ Bridge Notes ” means the Convertible Promissory Notes issued pursuant to this Agreement in an aggregate initial principal amount of $170,970,846, as amended.

“ Commission ” means the United States Securities and Exchange Commission and any governmental body or agency succeeding to the functions thereof.

“ Common Committee ” has meaning set forth in the Company’s Second Amended and Restated Bylaws.

Company that are not Non-Core Assets or (ii) such lesser amount reflecting the amount of the potential liabilities described in clause (i) that are reasonably probable as may be mutually determined in good faith by the Common Committee and Onex, or (b), in the case of a distribution of cash that is Distributable Non-Core Assets/Proceeds (as defined in the Articles of Incorporation) made immediately prior to the first filing of a registration statement by the Company with respect to a Public Offering (as defined in the Company’s Second Amended and Restated Bylaws), the aggregate amount mutually determined in good faith by the Common Committee and Onex, but without duplication, of potential liabilities of the Company and its subsidiaries with respect to pending indemnity claims and the reasonably probable amount of potential liabilities of the Company and its subsidiaries with respect to claims of breaches of representations and warranties, in each case under its or their, as applicable, agreements for the sale of Non-Core Assets, giving effect to any contractual limitations on indemnification pursuant to the sale agreements (including maximum amounts and survival periods), indemnity deductibles, dedicated insurance (the cost of which was deducted in determining Net Cash Proceeds from the Sale of Non-Core Assets (as defined in the Bridge Notes)), waivers or other mechanisms limiting potential liability (including transfer of an entity with such a contingent liability from ownership by the Company or its subsidiaries with no continuing liability of the Company or its subsidiaries), but without consideration of the failure of any such claim to meet any procedural requirements for making indemnity claims under the applicable agreements, and excluding any indemnity claims or breaches of representations and warranties in respect of liabilities resulting solely from the affiliation of an entity holding Non-Core Assets with other Subsidiaries of the Company that are not Non-Core Assets.

“ Free Cash Flow from Non-Core Assets ” means (a) the amount of cash flow from operations generated by the Non-Core Subsidiaries (or the Non-Core Assets within the Core Subsidiaries) after April 3, 2013 and prior to the Outside Date and received by the Company or JELD-WEN, inc., minus (b) the absolute value of all capital expenditures and other investing activities, such as purchases of title, plants and investment properties, made in respect of the Non-Core Subsidiaries (or the Non-Core Assets within the Core Subsidiaries) after April 3, 2013 and prior to the Outside Date, in each case as such terms are typically understood and calculated on a statement of cash flows prepared in accordance with GAAP, applied in a manner consistent with the preparation of the Company’s quarterly financial statements. For the avoidance of doubt, the Free Cash Flow from Non-Core Assets may be a positive or a negative number.

“ Final Maturity Date ” has the meaning set forth in the Bridge Notes.

“ Net Cash Proceeds from the Sale of Non-Core Assets ” means:

(1) the lesser of (a) the amount of gross cash proceeds received by the Company or JELD-WEN, inc. after the Initial Note Issuance Date (as defined in the Bridge Notes) and on or prior to the Outside Date from the sale of Non-Core Assets to third parties (excluding any amounts attributable to Intercompany Account Balances), (i) reduced by all expenses associated with such sales or the distribution of such proceeds to JELD-WEN, inc. or the Company and by any Fixed Tax Cost associated with such transactions, and (ii) increased by any Fixed Tax Benefit associated with such

transactions, and (b) the amount of gross cash proceeds received by the Company or JELD-WEN, inc. after the Initial Note Issuance Date (as defined in the Bridge Notes) and on or prior to the Outside Date from the sale of Non-Core Assets to third parties from the sale of Non-Core Assets to third parties (excluding any amounts attributable to Intercompany Account Balances), reduced by all expenses associated with such sales or the distribution of such proceeds to the Company or JELD-WEN, inc; minus

(2) the amount of Net Cash Proceeds from the Sale of Non-Core Assets (as defined in the Bridge Notes) paid to the holders of the Bridge Notes pursuant thereto.

Fixed Tax Benefits arising from capital losses may only be taken into account to the extent of Fixed Tax Costs arising from capital gains. For the avoidance of doubt, the Net Cash Proceeds from the Sale of Non-Core Assets may be a positive or a negative number.

“ Non-Core Asset Indemnification Payments ” means the aggregate amounts paid by the Company and its subsidiaries with respect to indemnity claims for breaches of representations, warranties and covenants under its or their, as applicable, agreements for the sale of Non-Core Assets.

“ Non-Core Asset Spin-Out ” has meaning set forth in the Company’s Second Amended and Restated Bylaws.

“ Outside Date ” means the earliest to occur of (i) June 30, 2014, (ii) the first day upon which there is a Negative Intercompany Balance of $5 million or more and (iii) the day immediately preceding the date upon which the Company has first filed a registration statement with respect to a Public Offering.

“ Preferred Committee ” has the meaning set forth in the Company’s Second Amended and Restated Bylaws.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the relevant time.

“ Spinco ” has the meaning set forth in the Company’s Second Amended and Restated Bylaws.

“ Supplemental Investment Amount ” has the meaning set forth in the 2012 Stock Purchase Agreement.

(b) The definition of “Former Non-Core Business” set forth in Section 1.1 of the 2011 Stock Purchase Agreement is hereby amended by inserting the following at the end thereof:

“Following the consummation of the Non-Core Asset Spin-Out, Spinco and any businesses conducted by Spinco or any of its direct or indirect subsidiaries shall be considered a Former Non-Core Business.”

“The Company shall have no further obligations under this Section 7.11 following the consummation of a Non-Core Asset Spin-Out.”

(d) Section 9.1(iv) of the 2011 Stock Purchase Agreement is hereby amended and restated as follows:

“(iv) the ownership, operation or disposition of any Non-Core Asset or Non-Core Subsidiary, except to the extent such Damages are taken into account as a reduction of the positive balance, if any, of Available Excess Non-Core Cash Proceeds and after giving effect to such reductions, the Available Excess Non-Core Cash Proceeds are greater than zero;”

Section 2.2 The 2012 Stock Purchase Agreement is hereby amended as follows:

(a) Section 6.4 of the 2012 Stock Purchase Agreement is hereby amended by deleting each reference to “Allocated Shares” appearing therein and substituting “Allocated Number” therefor.

(b) The second sentence of Section 6.5 of the 2012 Stock Purchase Agreement is hereby amended and restated in its entirety as follows:

“Promptly following the maturity date of the Bridge Notes, the Company will call (and give notice of) a meeting of shareholders (either special or annual) to approve the amendment and restatement of the Articles of Incorporation of the Company in the form attached as Exhibit C , with a revised Equity Constant calculated pursuant to the second sentence of the definition of such term.”

ARTICLE III

MISCELLANEOUS

Section 3.1 Except as otherwise provided herein, all of the terms, covenants and other provisions of the 2011 Stock Purchase Agreement and 2012 Stock Purchase Agreement are hereby ratified and confirmed and shall continue to be in full force and effect in accordance with their respective terms.

Section 3.2 This Amendment may be executed in two or more counterparts, including by facsimile transmission, each of which shall be deemed an original, and any Person may become a party hereto by executing a counterpart hereof, but all of such counterparts together shall be deemed to be one and the same agreement.

Section 3.3 This Amendment is made pursuant to, and shall be construed and enforced in accordance with, the Laws of the State of Delaware, irrespective of the principal place of business, residence or domicile of the parties hereto, and without giving effect to otherwise applicable principles of conflicts of Law that would give effect to the Laws of another jurisdiction.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first above written.


*COMPANY:*	JELD-WEN HOLDING, INC.

	By:	/s/ Ronald L. Saxton
		Name:	Ronald L. Saxton
		Title:	Executive Vice President

*ONEX:*	ONEX PARTNERS III LP

	By:	Onex Partners III GP LP, its General Partner
	By:	Onex Partners Manager LP, its Agent
	By:	Onex Partners Manager GP ULC, its General Partner

		By:	/s/ Robert M. Le Blanc
			Name:	Robert M. Le Blanc
			Title:	Senior Managing Director

		By:	/s/ Donald F. West
			Name:	Donald F. West
			Title:	Vice President and Secretary

Signature Page to Amendment to Stock Purchase Agreements

Exhibit 10.3.2

Privileged & Confidential

AMENDMENT

STOCK PURCHASE AGREEMENT

This AMENDMENT TO STOCK PURCHASE AGREEMENT (this “ Amendment ”), dated as of May 31, 2016, is entered into by and among Onex Partners III LP, a Delaware limited Partnership (“ Onex ”) and JELD-WEN Holding, inc., an Oregon corporation (the “ Company ”).

RECITALS

WHEREAS, Onex, the Company, and the other Investors party thereto are parties to that certain Stock Purchase Agreement, dated as of August 30, 2012 as amended by Amendment to Stock Purchase Agreements dated as of April 3, 2013 (as so amended, the “ Original Agreement ”). Capitalized terms used but not defined herein shall have the meanings set forth in the Original Agreement;

WHEREAS, the Company has determined that it is advisable and in the best interests of the Company and its shareholders to convert from an Oregon corporation to a Delaware corporation (the “ Conversion ”);

WHEREAS, Section 10.4 of the Original Agreement provides that the provisions of the Original Agreement may be amended or waived in writing and signed by Onex and the Company; and

WHEREAS, the undersigned wish to amend the terms of the Original Agreement as set forth herein.

SECTION 1. Amendment Effective Immediately . The definition of “2011 Stock Purchase Agreement” contained in Section 1.1 of the Original Agreement is hereby amended and restated in its entirety as follows:

“ 2011 Stock Purchase Agreement ” means that certain Amended and Restated Stock Purchase Agreement, dated July 29, 2011, by and among the Company, Onex and the other Investors named therein, as amended, modified or supplemented from time to time in accordance with its terms.

SECTION 2. Amendments Effective Upon Conversion . Effective upon the effectiveness of the filing of the Certificate of Conversion Converting JELD-WEN Holding, inc. (an Oregon corporation) to JELD-WEN Holding, Inc. (a Delaware corporation) with the office of the Secretary of State of the State of Delaware:

(a) The first sentence of the first paragraph of the preamble of the Original Agreement is hereby amended by deleting “(the “ Company ”)” therefrom.

(b) The following definitions are hereby inserted into Section 1.1 of the Original Agreement in alphabetical order:

The “ Company ” means JELD-WEN Holding, Inc., an Oregon corporation prior to the effectiveness of the Conversion and a Delaware corporation from and after the effectiveness of the Conversion.

“ Conversion ” means the conversion of the Company from an Oregon corporation to a Delaware corporation.

10.5 Governing Law . This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules.

(d) Section 10.7 of the Original Agreement is hereby amended to read in its entirety as follows:

10.7 Consent to Jurisdiction . Each party to this Agreement hereby irrevocably and unconditionally (i) agrees that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery (or, if such court does not have jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware) (the “ Delaware Court ”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consents to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Amendment, (iii) consents to service of process in accordance with Section 10.2 with the same legal force and validity as if served upon such party personally within the State of Delaware or in such other manner as may be permitted by applicable law, (iv) waives any objection to the laying of venue of any such action or proceeding in the Delaware Court and (v) waives, and agrees not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

SECTION 3. Effective Time . Following the execution and delivery of this Amendment by Onex and the Company, this Amendment shall be binding and enforceable against all parties to the Original Agreement in accordance with its terms as amended hereby and from time to time hereafter.

SECTION 4. No Other Amendments . Except as amended hereby, the Original Agreement shall remain unmodified and in full force and effect.

- 2 -

SECTION 5. Headings, Etc . The headings and captions of various Sections of this Amendment have been inserted for convenience only and are not to be construed as defining, modifying, limiting or amplifying, in any way, the scope or intent of the provisions hereof.

SECTION 6. Governing Law . This Amendment and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules.

SECTION 7. Jurisdiction . Each party to this Amendment hereby irrevocably and unconditionally (i) agrees that any action or proceeding arising out of or in connection with this Amendment shall be brought only in the Delaware Court of Chancery (or, if such court does not have jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware) (the “ Delaware Court ”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consents to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Amendment, (iii) consents to service of process in accordance with Section 10.2 of the Original Agreement with the same legal force and validity as if served upon such party personally within the State of Delaware or in such other manner as may be permitted by applicable law, (iv) waives any objection to the laying of venue of any such action or proceeding in the Delaware Court and (v) waives, and agrees not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

SECTION 8. Severability . If any provision of this Amendment shall be held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Amendment, and this Amendment shall be carried out as if such illegal, invalid or unenforceable provision were not contained herein. In the event this Amendment is not enforceable against any specific party or parties to the Original Agreement for any reason, such unenforceability shall not in any manner affect or render this Amendment unenforceable as to any other party.

SECTION 9. Counterparts . This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, and shall become effective at the time set forth above, provided that in no event shall this Amendment be effective unless counterparts have been signed by Onex and the Company. The exchange of copies of signature pages by mail, facsimile or electronic transmission shall constitute effective execution and delivery of this Amendment as to the parties and may be used for all purposes. Signatures of the parties transmitted by facsimile or electronic transmission shall be deemed to be their original signatures for all purposes.

[ Remainder of Page Intentionally Left Blank ]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.


*COMPANY:*	JELD-WEN HOLDING, INC.

	By:	/s/ Mark A. Beck
		Name:	Mark A. Beck
		Title:	President and Chief Executive Officer

*ONEX:*	ONEX PARTNERS III LP

	By:	Onex Partners GP LP, its General Partner
	By:	Onex Partners Manager LP, its Agent
	By:	Onex Partners Manager GP ULC, its General Partner

		By:	/s/ Joshua Hausman
			Name:	Joshua Hausman
			Title:	Managing Director

		By:	/s/ Matthew Ross
			Name:	Matthew Ross
			Title:	Managing Director and Secretary

[Signature Page to Amendment to 2012 Stock Purchase Agreement]

Exhibit 10.3.3

Joinder Agreement for Stock Purchase Agreement

entered into in connection with the Series A Convertible Preferred Stock Offering

JELD-WEN Holding, inc. shareholders date and sign below.

JOINDER AGREEMENT

The undersigned is executing and delivering this Joinder Agreement (this “ Joinder Agreement ”) pursuant to Section 6.3 of that certain Stock Purchase Agreement, dated as of August 30, 2012, by and among Onex Partners III LP, a Delaware limited partnership (“ Onex ”), and such Affiliates of Onex as may, from time to time, become parties to the Stock Purchase Agreement by executing and delivering a joinder to the Stock Purchase Agreement (collectively with Onex, the “ Onex Investors ”), JELD-WEN Holding, inc., an Oregon corporation (the “ Company ”), and such other parties as may, from time to time, become parties thereto in accordance with the terms thereof by executing and delivering a joinder to the Stock Purchase Agreement (collectively with the Onex Investors, the “ Investors ”) (the “ Stock Purchase Agreement ”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Stock Purchase Agreement.

Accordingly, the undersigned has executed and delivered this Joinder Agreement as of the day of , 2012.

(Signature)

(Printed Name)

SCHEDULE OF PARTIES TO EXHIBIT 10.3.3


		Name

		Lisa Bode

		Randy Cox

		The Jewel W. Kintzinger Rev Trust

		Douglas Kintzinger

		Richard Lee

		Jean-Jacques Nayral

		Marc Ouellet

		Roald Pederson

		Daniel Prince

Exhibit 10.4

EXECUTION VERSION

AMENDED AND RESTATED STOCK PURCHASE AGREEMENT

by and among

JELD-WEN HOLDING, INC.,

and

ONEX PARTNERS III LP

and

THE OTHER INVESTORS NAMED HEREIN

Dated as of July 29, 2011

TABLE OF CONTENTS


			Page

ARTICLE I. DEFINITIONS				1
	1.1	Certain Defined Terms		1
	1.2	Index of Certain Other Definitions		13
	1.3	Other Definitional and Interpretive Matters		15

ARTICLE II. AUTHORIZATION OF PREFERRED STOCK				16
	2.1	Authorization of Preferred Stock		16

ARTICLE III. PURCHASE AND SALE OF PREFERRED STOCK AND BRIDGE NOTES				16
	3.1	Issuance of Preferred Stock and Bridge Notes		16

ARTICLE IV. THE CLOSING				17
	4.1	Closing		17
	4.2	Payment of Purchase Price; Issuance of Shares and Bridge Notes		17

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF THE COMPANY				20
	5.1	Organization and Good Standing		20
	5.2	Power and Authorization; Enforceability		21
	5.3	No Conflicts		21
	5.4	Capitalization		22
	5.5	Compliance with Laws		23
	5.6	Litigation		23
	5.7	Financial Statements; Undisclosed Liabilities		23
	5.8	Absence of Certain Changes and Events		24
	5.9	Real Property		26
	5.10	Material Contracts		27
	5.11	Insurance		29
	5.12	Permits		29
	5.13	Title to Assets		29
	5.14	Intellectual Property		30
	5.15	Labor Matters		30
	5.16	Employee Benefits		31
	5.17	Environmental Matters		33
	5.18	Tax Matters		35
	5.19	Products		36
	5.20	Customers and Suppliers		36
	5.21	Inventory		37
	5.22	Affiliate Transactions		37
	5.23	Books and Records		37
	5.24	Absence of Certain Payments		37
	5.25	Brokers		37

TABLE OF CONTENTS

(continued)


			Page

ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF THE INVESTORS				37
	6.1	Organization and Good Standing		37
	6.2	Power and Authorization; Enforceability		38
	6.3	No Brokers		38
	6.4	Investment		38
	6.5	Funding		38

ARTICLE VII. CERTAIN COVENANTS OF THE PARTIES				38
	7.1	General		38
	7.2	Conduct of Business by the Company		39
	7.3	Hart-Scott-Rodino and other Antitrust Law Filings		41
	7.4	Financial Statements		42
	7.5	Exclusivity		43
	7.6	Further Assurances		43
	7.7	Public Announcements		43
	7.8	Disclosure Supplements		43
	7.9	Cash Proceeds		43
	7.10	Information Rights		44
	7.11	Intercompany Balances and Cash Management		45
	7.12	Final Articles		45
	7.13	Segregation of Non-Core Assets		46
	7.14	Management Agreements		46
	7.15	Indemnification of Directors and Officers		46
	7.16	Use of Proceeds		47

ARTICLE VIII. CLOSING CONDITIONS				47
	8.1	Conditions to Obligations of the Company		47
	8.2	Conditions to Obligations of the Investors		48

ARTICLE IX. INDEMNIFICATION				52
	9.1	Indemnification by the Company		52
	9.2	Indemnification by Investor and Onex		54
	9.3	Inter-Party Claims		55
	9.4	Third Party Claims		55
	9.5	Certain Limitations on Indemnification; Tax Treatment		56
	9.6	Acknowledgment		59
	9.7	Indemnification Gross-Up		59
	9.8	Acknowledgment		61

ARTICLE X. TERMINATION				62
	10.1	Termination of Agreement		62
	10.2	Effect of Termination		63

ARTICLE XI. GENERAL PROVISIONS				63
	11.1	Fees and Expenses		63
	11.2	Notices		63

TABLE OF CONTENTS

(continued)


		Page

11.3	Assignment and Benefit		64
11.4	Amendment, Modification and Waiver		65
11.5	Governing Law		65
11.6	Waiver of Jury Trial		65
11.7	Consent to Jurisdiction		65
11.8	Section Headings		65
11.9	Severability		65
11.10	Counterparts; Third-Party Beneficiaries		66
11.11	Entire Agreement		66
11.12	Specific Performance		66


EXHIBITS

Exhibit A		Form of Amended and Restated Articles of Incorporation
Exhibit B		Form of Registration Rights Agreement
Exhibit C		Form of Consulting Agreement
Exhibit D		Form of Shareholders Agreement
Exhibit E		Form of Amended and Restated Bylaws
Exhibit F		Form of Bridge Note
Exhibit G		Form of Opinion of Stoel Rives LLP
Exhibit H		List of Non-Core Assets
Exhibit I		Form of Second Amended and Restated Articles of Incorporation
Exhibit J		July 2, 2011 Working Capital
Exhibit K		Form of Escrow Agreement

iii

AMENDED AND RESTATED STOCK PURCHASE AGREEMENT

This AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (this “ Agreement ”), dated as of July 29, 2011 (the “ Effective Date ”), is entered into by and among Onex Partners III LP, a Delaware limited partnership (“ Onex ”), Onex Advisor III LLC, Onex Partners III GP LP, Onex Partners III PV LP, Onex Partners III Select LP, Onex US Principals LP, Onex Corporation, Onex American Holdings II LLC, BP EI LLC, 1597257 Ontario Inc. (collectively with Onex, the “ Investors ”), and JELD-WEN Holding, inc., an Oregon corporation (the “ Company ”), and amends and restates, in its entirety, the Stock Purchase Agreement, dated as of May 4, 2011, by and among the parties named above (the “ Prior Purchase Agreement ”). Capitalized terms used in this Agreement without definition shall have the meaning given to such terms in Article I hereof.

RECITALS

WHEREAS, the Company wishes to issue and sell to the Investors and the Investors wish to purchase from the Company the Shares (as defined below) and the Bridge Notes (as defined below) on the terms and conditions and for the consideration set forth herein.

WHEREAS, the Company and the Investors desire to make certain representations, warranties, covenants and agreements in connection with this Agreement.

WHEREAS, the holders of a majority of the outstanding Common Shares have approved the Amended and Restated Articles.

ARTICLE I.

DEFINITIONS

1.1 Certain Defined Terms . For purposes of this Agreement, the following terms shall have the following meanings:

“ 2009 Note Purchase Agreement ” means the Amended, Restated and Consolidated Note Purchase Agreement, dated July 8, 2009, among JELD-WEN, inc., John Hancock Life Insurance Company, and the other Noteholders named therein.

“ Accounting Standards ” means accounting principles, methods, practices, categories, estimates, judgments and assumptions in accordance with GAAP as applied in the preparation of the balance sheet included in the Company Audited Financial Statements, consistently applied.

“ Additional Investment Amount ” means the amount of any Escrow Funds paid to the Company in accordance with Section 4.2(f) hereof.

“ Affiliate ” means, with respect to any Person, any other Person controlling, controlled by, or under common control with such Person. For purposes of this definition, “ control ,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “ controlling ” and “ controlled ” have correlative meanings. Notwithstanding the foregoing, for purposes of this Agreement, neither the Company nor any of its Subsidiaries shall be considered an Affiliate of any Shareholder.

“ Antitrust Authorities ” means the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice, the attorneys general of the several states of the United States and any other domestic or foreign Governmental Body having jurisdiction with respect to the transactions contemplated hereby pursuant to applicable Antitrust Laws.

“ Antitrust Laws ” means the Sherman Act, the Clayton Act, the HSR Act, the Federal Trade Commission Act, in each case as amended, and all other competition, merger control, antitrust or similar Laws.

“ Available Excess Non-Core Cash Proceeds ” means, as of any date occurring after the Bridge Note Maturity Date, (a) the Aggregate Cash Proceeds (as defined in the Bridge Notes), but only taking into account amounts realized after the Bridge Note Maturity Date, minus (b) the aggregate amount of any Non-Core Asset Indemnification Payments (as defined in the Bridge Notes) made after the Bridge Note Maturity Date, minus (c) the amount of any Contingent Non-Core Asset Indemnification Payments as of such date, minus (d) the amount of Available Excess Non-Core Cash Proceeds used to satisfy any indemnification obligation of the Company Indemnified Parties under Article IX hereof prior to such date, minus (e) the amount of any dividends or distributions of Distributable Non-Core Assets/Proceeds (as defined in the Amended and Restated Articles) declared or made in cash prior to such date.

“ Bridge Note ” means a Convertible Promissory Note in the form attached as Exhibit F hereto.

“ Bridge Note Maturity Date ” means the stated maturity of the Bridge Notes, or if earlier, the date the entire amount of principal and interest of the Bridge Notes shall have been paid by the Company.

“ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Law to close.

“ CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.

“ Closing Date TTM EBITDA ” means TTM EBITDA, as of the Closing Date.

“ Closing Series A Investment Amount ” means $600 million.

“ Closing-Issued Shares ” means a number of shares of Series A Preferred Stock equal to the quotient obtained by dividing the Closing Series A Investment Amount by the Estimated Per Share Price.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Common Committee ” has the meaning set forth in the Amended Bylaws.

“ Common Share ” means a share of Common Stock.

“ Common Stock ” means the Company’s common stock.

“ Common Stock Value ” means, as of any date, the aggregate proceeds that would be received in respect of each issued and outstanding share of Common Stock if the entire Indemnification Equity Value as of such date was distributed to the Company’s stockholders in accordance with Section C of Article IV of the Amended and Restated Articles.

“ Company Disclosure Schedule ” means the disclosure schedules of the Company attached to this Agreement and constituting a part hereof.

“ Company Guarantee ” means a direct or indirect guarantee by the Company or any of its Subsidiaries of any indebtedness of another Person of the nature referred to in clauses (a) through (g) of the definition of Consolidated Indebtedness, exclusive of the Suncadia Guarantees.

“ Company Material Adverse Effect ” means a material adverse effect on (i) the business, results of operations, assets, liabilities or financial condition of the Company and its Subsidiaries, taken as a whole, or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement; provided , however , that “Company Material Adverse Effect” shall not include any event, occurrence, fact, condition, or change, directly or indirectly, resulting from or attributable to: (i) any changes, conditions or effects in the United States or foreign economies or securities or financial markets in general; (ii) changes, conditions or effects that generally affect the industries in which the Company and its Core Subsidiaries operate; (iii) any change, effect or circumstance resulting from an action expressly required by this Agreement; (iv) conditions caused by acts of terrorism or war (whether or not declared); or (v) any violation of a covenant in any credit facility of the Company and/or its Subsidiaries that will be refinanced at Closing that does not result in the lender accelerating the indebtedness (provided that the facts or circumstances giving rise to such violation may be considered in determining if there has been a Company Material Adverse Effect, subject to (i) - (iv) above); provided further , however , that any event, occurrence, fact, condition, or change referred to in clauses (i), (ii) or (iv) immediately above shall be taken into account in determining whether a Company Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition, or change has a disproportionate effect on the Company and its Core Subsidiaries compared to other participants in the industries in which the Company and its Core Subsidiaries conducts its businesses.

“ Company Option ” means an option, issued and outstanding, to purchase Common Shares pursuant to the Company Stock Option Plan.

“ Company Stock Option Plan ” means, collectively, the JELD-WEN HOLDING, inc. Stock Incentive Plan, dated September 29, 2010 (including all subsequent amendments or modifications).

“ Company Transaction Expenses ” means, without duplication, all out-of-pocket expenses (including all fees and expenses of counsel, accountants, financial advisors, investment bankers, experts and consultants) incurred through the Closing Date or as a result of the Closing by the Company or any of its Subsidiaries in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby, including any fees, prepayment premiums, penalties or other amounts payable to lenders or agents in connection with the Refinancing, including the Make Whole Fees, in each case to the extent not paid prior to the Closing.

“ Confidentiality Agreement ” means that certain Confidentiality Agreement, dated April 23, 2010, between Onex Partners Manager LP and the Company.

“ Consent ” means any approval, consent, license, permit or other authorization (including any Governmental Authorization).

“ Consolidated Adjusted EBITDA ” means, for any period, as applied to the Consolidated Parties without duplication, Consolidated Net Income for such period as adjusted by the following (in each case, (x) to the extent deducted in the calculation of Consolidated Net Income for such period with respect to additions and (y) to the extent included in the calculation of Consolidated Net Income for such period with respect to subtractions):

(a) plus Consolidated Interest Expense and minus interest income;

(b) plus all expense for taxes based on Consolidated Net Income reported in accordance with GAAP and minus any increase to net income from a reduction in tax expenses based on Consolidated Net Income or from federal, state, local or foreign income tax benefits;

(d) plus any loss from Discontinued Operations and minus any gain from Discontinued Operations;

(e) plus all non-cash charges (including, without limitation, (i) any non-cash Restructuring Charges, (ii) any non-cash losses realized on Dispositions, (iii) any non-cash asset and debt and equity investment impairments, (iv) any non-cash losses related to marking derivatives to market, (v) any non-cash losses related to foreign exchange transactions and translations, (vi) any non-cash non-recurring charges or non-cash extraordinary charges and (vii) any non-cash compensation expense in the form of Equity Interests) and minus all non-cash gains (including, without limitation, (i) any non-cash gains realized on Dispositions, (ii) any non-cash write-ups of asset and debt and equity investments, (iii) any non-cash gains related to marking derivatives to market, (iv) any non-cash gains related to foreign exchange transactions and translations and (v) any non-cash non-recurring items increasing Consolidated Net Income or non-cash extraordinary items increasing Consolidated Net Income);

(f) plus all cash non-recurring items decreasing Consolidated Net Income or cash extraordinary items decreasing Consolidated Net Income, in an aggregate amount not to exceed 10% of Consolidated Adjusted EBITDA for such period (calculated after giving effect to the adjustments in this definition of Consolidated Adjusted EBITDA) and minus all cash non-recurring or cash extraordinary items increasing Consolidated Net Income (including cash gains realized on Dispositions);

(g) plus all cash Restructuring Charges in an aggregate amount not to exceed 10% of Consolidated Adjusted EBITDA for such period (calculated after giving effect to the adjustments in this definition of Consolidated Adjusted EBITDA);

All capitalized terms used in this definition of Consolidated Adjusted EBITDA shall have the meanings set forth in the draft form of Credit Agreement attached as Annex A hereto, among JELD-WEN, inc., an Oregon corporation, JELD-WEN of Europe, B.V., a company organized under the laws of the Netherlands, each lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer.

“ Consolidated Indebtedness ” means, as of any date, the aggregate amount outstanding, on a consolidated basis and without duplication, of (a) all obligations of the Company or its Subsidiaries for borrowed money, (b) all obligations of the Company or its Subsidiaries evidenced by bonds, debentures, notes or other similar instruments or upon which interest charges are customarily paid, (c) all obligations of the Company or its Subsidiaries for the deferred purchase price of property or services, except current accounts payable arising in the ordinary course of business and not overdue beyond such period as is commercially reasonable for the business of the Company and its Subsidiaries, (d) all obligations of the Company or its Subsidiaries under conditional sale or other title retention agreements relating to property purchased by such Person and all capitalized lease obligations, (e) all payment obligations of the Company or its Subsidiaries on or for currency protection agreements, interest rate swap agreements or other agreements relating to derivatives based on the “mark to market” value of such agreements at the time of determination (it being understood that if the aggregate “mark to market” value is positive, such positive value will reduce the amount of Consolidated Indebtedness), (f) all obligations of the Company or its Subsidiaries for the reimbursement of any obligor on any letter of credit banker’s acceptance or similar credit transaction (other than any undrawn amount in respect of such letters of credit or similar credit transactions), (g) all obligations of the Company or its Subsidiaries or any third party secured by property or assets of the Company or its Subsidiaries (regardless of whether or not such Person is liable for repayment of such obligations), except for items described in clauses (i)-(iv) of the definition of Permitted Encumbrances, (h) all indebtedness of another Person of the nature referred to in clauses (a) through (g) above guaranteed directly or indirectly by the Company or any of its Subsidiaries solely to the extent any such guaranty has been called and not paid and (i) any amounts payable by the Company or any of its Subsidiaries under the PGA Contract in respect of the 2011

tournament. For purposes of this definition, any amount denominated other than in U.S. dollars shall be converted into U.S. dollars based on the applicable exchange rate on the Closing Date as reported by Wells Fargo.

“ Contingent Non-Core Asset Indemnification Payments ” means the aggregate amount, but without duplication, of potential liabilities of the Company and its Subsidiaries with respect to pending indemnity claims and claims of breaches of representations and warranties under its or their, as applicable, agreements for the sale of Non-Core Assets, giving effect to any contractual limitations on indemnification pursuant to the sale agreements (including maximum amounts and survival periods), indemnity deductibles, dedicated insurance (the cost of which was deducted in determining Net Cash Proceeds from the Sale of Non-Core Assets (as defined in the Bridge Notes)), waivers or other mechanisms limiting potential liability (including transfer of an entity with such a contingent liability from ownership by the Company or its subsidiaries with no continuing liability of the Company or its subsidiaries), but without consideration of the failure of any such claim to meet any procedural requirements for making indemnity claims under the applicable agreements, and excluding any potential indemnity claims or breaches of representations and warranties in respect of liabilities resulting solely from the affiliation of an entity holding Non-Core Assets with other Subsidiaries of the Company that are not Non-Core Assets.

“ Contract ” means any legally binding contract, lease or other property agreement, license, indenture, note, bond, agreement, permit, concession, franchise, commitment, purchase order, mortgage, partnership or joint venture agreement, instrument or other legally binding agreement.

“ Core Subsidiaries ” means those Subsidiaries of the Company other than those which own only Non-Core Assets.

“ Disclosure Schedule ” means the Company Disclosure Schedule or the Investor Disclosure Schedule, as the case may be.

“ Encumbrance ” means any mortgage, deed of trust, hypothecation, pledge, lien (statutory or otherwise), security interest, charge or encumbrance of any kind, whether voluntary or involuntary (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest) and, with respect to capital stock, any option or other right to purchase or any restriction on voting or other rights.

“ Enterprise Value ” equals $1.7 billion.

“ Environmental Law ” means any applicable Law concerning protection or restoration of the environment and natural resources, protection of public or worker health and safety, or pollution, including Laws relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, registration, labeling, testing, processing, discharge, release, threatened release, control, remediation or cleanup of any Hazardous Materials, and including any environmental transfer of ownership notification or approval statutes.

“ Environmental Liabilities ” means any liabilities, obligations, losses, claims, damages, penalties, fines, costs and expenses (including reasonable attorneys’ fees, engineering fees and other professional or expert fees) relating to or arising under Environmental Law, but excludes any capital expenditures budgeted and paid in the ordinary course of business. For purposes of this definition, capital expenditures to remedy violations of Environmental Laws pursuant to any notice of violation or any other similar enforcement action are not considered ordinary course expenditures.

“ Environmental Permit ” means any Governmental Authorization required under Environmental Laws necessary to operate the business of the Company and each of its Subsidiaries.

“ Escrow Agent ” means JP Morgan Chase Bank, N.A.

“ Escrowed Series A Purchase Price ” means $75 million.

“ ESOP ” means the JELD-WEN, inc., Employee Stock Ownership and Retirement Plan and Trust.

“ Estimated Per Share Price ” means a fraction, the numerator of which is the Estimated Common Equity Value and the denominator of which is the Estimated Total Common Shares Outstanding.

“ Excess Debt Costs ” means the excess, if any, of (x) the present value as of the date of issuance of the Notes, calculated using a discount rate of 10% per annum and semi-annual compounding, of all scheduled cash flows (including future principal and interest payments as positive amounts as well as the initial proceeds, net of any original issue discount, as a negative amount) related to the Notes through and including maturity, over (y) the present value as of the date of issuance of the Notes, calculated using a discount rate of 10% per annum and semi-annual compounding, of all cash flows (including future principal and interest payments as positive amounts as well as the initial proceeds, as a negative amount) related to notes (i) having a principal amount equal to the Notes, (ii) having no original issue discount, (iii) providing for semi-annual payments of interest at the rate of 13% per annum from the date of issuance of the Notes, and (iv) providing for payment of principal (and any unpaid interest) on the same maturity date as the Notes.

“ Existing Loan Agreements ” means (i) the Amended and Restated Credit Agreement, dated July 8, 2009, among JELD-WEN, inc., Bank of America, N.A., as Administrative Agent, Collateral Agent and L/C Issuer, and the Lenders named therein, (ii) the 2009 Note Purchase Agreement, (iii) the Amended and Restated Credit Agreement, dated as of July 8, 2009, between the Company and Wells Fargo Bank, National Association, and (iv) the Supplemental Agreement dated as of July 8, 2009 amending and restating the €200,000,000 Credit Agreement originally dated August 22, 2006, as amended by amendment agreements dated May 21, 2007 and April 10, 2008, between, among others, JELD-WEN, inc., JELD-WEN OF EUROPE, B.V., and NORDEA BANK AB (publ).

“ Final Equity Value ” means an amount equal to the sum of (a) the Final Common Equity Value and (b) the Series A Equity Value Increase.

“ Former Non-Core Business ” means any business not related to the manufacture, distribution and sale of doors and windows formerly conducted by the Company or any of its past or present Subsidiaries, or by any other Person in which the Company or any of its past or present Subsidiaries held or holds an equity interest. For avoidance of doubt, Former Non-Core Business does not include Suncadia, LLC, its Subsidiaries, or the businesses operated by such entities.

“ GAAP ” means United States generally accepted accounting principles as in effect at an applicable time.

“ Governmental Authorization ” means any approval, consent, license, permit or other authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Laws.

“ Governmental Body ” means the United States of America or any foreign nation or multi-national body, or any state, county, city, territory, possession or any political subdivision, court, department, commission, board, bureau, agency or other instrumentality of any of the foregoing.

“ Hazardous Materials ” means all substances, materials, mixtures or wastes that are regulated, classified or otherwise characterized as hazardous, toxic, dangerous, radioactive, a pollutant or contaminant, or words of similar meaning and effect, and including petroleum and fractions thereof, asbestos, polychlorinated biphenyls, noise, radiation or mold.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“ Incremental Interest Costs ” means the sum of (i) the aggregate cash interest accruing (whether or not paid) on the Notes from the date of issuance through the Closing Date and (ii) the amortization of any original issue discount on the Notes from the date of issuance through the Closing Date, calculated in accordance with the Accounting Standards.

“ Indemnification Equity Value ” means, as of any date, (a) the product of (i) 8.75 and (ii) TTM EBITDA, plus (b) Consolidated Cash, minus (C) Consolidated Indebtedness, minus (D) minority interests set forth on the Company’s month-end balance sheet most recently available prior to such date, in each case as of such date.

“ Intellectual Property ” means all of the following: (i) patents; (ii) trademarks, service marks, trade dress, trade names, corporate names, together with all goodwill associated with the foregoing; (iii) Internet domain names; (iv) copyrights, including copyrights in computer software; (v) registrations and applications for any of the foregoing; (vi) trade secrets; and (vii) all other intellectual property rights.

“ Intercompany Account Balance ” means any intercompany payable, receivable loan or reimbursable account between the Company and/or any Core Subsidiary on the one hand, and any Non-Core Subsidiary or any Non-Core Asset included within the Company or any Core Subsidiary on the other hand.

“ Intercompany Nonreimbursable Cash Management Transaction ” means any funding provided through capital contributions dividends, distributions or other similar methods not involving an obligation of repayment.

“ Investor Disclosure Schedule ” means the disclosure schedule of Investor attached to this Agreement and constituting a part hereof.

“ Investor Percentage ” means, with respect to each Investor, the percentage opposite such Investor’s name in Schedule I for the Shares and the Bridge Notes under the headings “ Shares ” and “ Bridge Notes ,” respectively. Onex may amend Schedule I at any time to adjust the percentage of any Investor upon written notice to the Company.

“ Judgment ” means any judgment, decision, order, decree, writ, injunction or ruling entered or issued by any Governmental Body.

“ Knowledge ” means the actual knowledge of (i) with respect to the Company and its Subsidiaries, Rod Wendt, Bob Turner, Ron Saxton, Barry Homrighaus, Neil Stuart, David Stork, Nigel Lapping, Jens Bach Mortensen and Bill Shaffner, and (ii) with respect to Investor, Anthony Munk, Philip Orsino, Adam Reinmann and Matthew Ross.

“ Law ” means the common law and any national, international, foreign, federal, state or local law, statute, ordinance, order, code, rule or regulation promulgated or issued by any Governmental Body.

“ Liabilities ” means any and all liabilities, debt, obligations, deficiencies, Taxes, penalties, fines, claims, causes of action or other losses, costs or expenses of any kind or nature whatsoever, whether asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, and whether due or become due and regardless of when asserted.

“ Make Whole Fees ” means the prepayment fees payable on the Closing Date to holders of the notes issued by JELD-WEN, inc. pursuant to the 2009 Note Purchase Agreement.

“ Material Impact ” means any condition or event, occurrence or circumstance, or any related or similar conditions, events, occurrences or circumstances, that could reasonably be expected to result in (i) Liabilities of the Company or any of its Subsidiaries in excess of $4,000,000, (ii) any de minimis non-monetary restriction on the operations of the business of the Company or any of its Core Subsidiaries or on the ability of the Company to transfer any of the Non-Core Assets other than third party consents under agreements relating to the business operated using the Non-Core Assets, or (iii) a criminal Proceeding being brought against the Company or any of its Core Subsidiaries, or (iv) any Liability of the Company or any of its Subsidiaries for civil penalties in excess of $300,000 or criminal penalties.

“ Negative Intercompany Balance ” means, as of any date after the Closing Date, the sum of (a) the excess, if any, of (x) the aggregate amount of all Post-Closing Intercompany Account Balances owing from any Non-Core Subsidiary and Non-Core Asset included within the Company or any Core Subsidiary, on the one hand, to the Company and any Core Subsidiary on the other hand over (y) the aggregate amount of all Post-Closing Intercompany Account Balances owing from the Company or any Core Subsidiary, on the one hand, to any Non-Core

Subsidiary or Non-Core Asset included within the Company or any Core Subsidiary on the other hand and (b) the aggregate, net amount of all funding provided after the Closing Date by the Company or any Core Subsidiary, to any Non-Core Subsidiary or Non-Core Asset included within any Core Subsidiary via Intercompany Nonreimbursable Cash Movement Transactions.

“ Non-Core Assets ” means those assets listed on Exhibit H .

“ Non-Core Subsidiary ” means any Subsidiary of the Company that is not a Core Subsidiary.

“ Notes Escrow ” means any escrow established by the Company for purposes of holding, among other things, the proceeds of the issuance of the Notes prior to the Closing Date.

“ Notes Escrow Fees ” means all out-of-pocket fees and costs incurred by the Company related to the creation of the Notes Escrow, excluding any Incremental Interest Costs.

“ Permitted Encumbrances ” means (i) Encumbrances for Taxes and other governmental charges and assessments that are not yet due and payable, and Encumbrances for current Taxes and other charges and assessments of any Governmental Body that may thereafter be paid without penalty or that are being contested by appropriate proceedings, (ii) Encumbrances of landlords, lessors, carriers, warehousemen, mechanics and materialmen and other like Encumbrances arising in the ordinary course of business consistent with past practice, (iii) other Encumbrances or imperfections of title to or on real or personal property that are not material in amount and do not materially detract from the value of or materially impair the existing use of the property affected by such Encumbrance or imperfection, (iv) all local and other Laws, including building and zoning Laws, governing the use of real property generally in the enacting jurisdiction, (v) liens securing borrowing and other financing arrangements of the Company or its Subsidiaries (including letters of credit) to the extent set forth on Section 1.1(a) of the Company Disclosure Schedule, (vi) other matters disclosed on Section 1.1(a) of the Company Disclosure Schedule and (vii) purchase money security interest and similar liens outside of the United States.

“ Permitted Non-Core Asset Sale ” means a sale of Non-Core Assets for cash on terms (including the structure thereof) (a) that do not subject the Company to any Liability that is not limited to an amount that is no greater than the cash proceeds received in the sale of the relevant Non-Core Assets, other than de minimis obligations that will not affect the ongoing operations or business of the Company or any of the Core Subsidiaries, (b) that does not directly or indirectly in any manner involve the sale, assignment or transfer of any interest in any Intercompany Account Balance, whether or not for value and (c) if such sale involves the sale or transfer of the equity of any Non-Core Subsidiary, however structured (and including a sale of stock, a merger or other business combination transaction), provides for the full and unconditional release of the Company and the Core Subsidiaries from all Liability in respect of any Intercompany Account Balances with such Non-Core Subsidiary.

“ Person ” means an individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, unincorporated organization, association, organization or other entity or form of business enterprise or Governmental Body.

“ PGA Contract ” shall mean the letter agreement, dated March 9, 2006, between JELD-WEN, inc. and PGA Tour, Inc., as amended January 1, 2008.

“ Post-Closing Intercompany Account Balance ” means an Intercompany Account Balance, determined by taking into account only transactions that occur after the Closing Date.

“ Preferred Committee ” has the meaning set forth in the Amended Bylaws.

“ Refinancing ” means those transactions described in Section 8.2(k) hereof.

“ Representative ” or “ Representatives ” means, with respect to a particular Person, any director, member, limited or general partner, officer, employee, agent, consultant, advisor or other representative of such Person, including outside legal counsel, accountants and financial advisors.

“ Series A Equity Value Increase ” means $575 million.

“ Series A Initial Investment Amount ” equals the sum of the Closing Series A Investment Amount and the Additional Investment Amount.

“ Series A Preferred Share Amount ” means the quotient obtained by dividing the Series A Initial Investment Amount by the Final Per Share Purchase Price.

“ Shared Incremental Interest Costs ” means 50% of the Incremental Interest Costs.

“ Shareholders ” means the shareholders of the Company as of immediately prior to the consummation of the Transaction.

“ Shareholders Agreement ” means the Shareholders Agreement in substantially the form attached hereto as Exhibit D .

“ Specified Tax Attributes ” means, without duplication:

(a) the amount of net operating losses carried forward by the Company or any of its Affiliates to the 2011 tax year or any later year from the 2010 tax year, as shown on the federal, state, local or foreign tax returns filed by the Company or any of its Affiliates for the year ended December 31, 2010;

(b) the amount of any loss or deduction claimed by the Company or any of its Affiliates with respect to prepayment fees, unamortized loan expenses, or other costs and expenses resulting from the repayment by or on behalf of the Company or any of its Affiliates of indebtedness in connection with the Refinancing;

(c) the amount of any tax credits claimed by the Company or any of its Affiliates after 2010 for foreign taxes paid in 2010 or prior years; and

(d) the present value, computed using a discount rate equal to the current yield for United States treasury obligations having a remaining life to maturity closest to the period of time over which the discount is being applied, of any loss or deduction, or reduction in income or gain, to the Company or any of its Affiliates arising (whether in the same or an earlier or later tax year, and whether in the same or another tax jurisdiction) in connection with, and as a consequence of, the recognition of income or gain or disallowance of loss, deduction, credit or carryback associated with any Specified Tax Claim.

“ Specified Tax Claims ” means, without duplication, claims arising out of, based upon or otherwise in respect of:

(a) the disallowance of any loss or deduction claimed by the Company or any of its Affiliates with respect to its investment in partnership interests and debt of Suncadia LLC; including, without limitation, the denial of any portion of any refund of its US federal income taxes for years to which losses generated by such losses or deductions were carried back;

(b) the recognition by the Company or any of its Affiliates of any income or gain attributable to the cancellation or reduction of the share of liabilities of Suncadia LLC included in the tax basis that the Company or any of its Affiliates has for its interest in Suncadia LLC or previously deducted by the Company or any of its Affiliates with respect to its investment in Suncadia LLC or otherwise arising from the disposition or abandonment of the interest of the Company or any of its Affiliates in Suncadia LLC;

(c) any additional income required to be recognized, or change in any deduction claimed, by the Company or any of its affiliates in connection or as a result of the distribution of the shares of stock of JW Timber Holdings to Richard Wendt on or about June 30, 2007;

(d) any change in tax treatment of the Company’s deduction of losses relating to its investment in Chileno Bay Development Partners, LLC;

(e) any change in the tax treatment of the June 29, 2007 sales by the Company of timberlands and of stock of JW Logging to JWTR LLC; and

(f) any adjustments to the amount of royalty income recognized by the Company or any of its Affiliates with respect to intellectual property used by foreign Affiliates of the Company.

“ Subsidiary ” means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof; provided , however , that for purposes of Sections 5.1 - 5.20 , Suncadia, LLC and its Subsidiaries shall not be considered Subsidiaries of the Company.

“ Suncadia Guarantees ” means, collectively, (i) the Amended and Restated Guaranty, dated as of July 8, 2009, by JELD-WEN, inc. in favor of U.S. Bank National Association as amended by the Amendment of Guaranty dated as of June 29, 2011 between JELD-WEN, inc. and U.S. Bank National Association, and (ii) the Guaranty, dated July 8, 2009, by JELD-WEN Holding inc. and the JELD-WEN subsidiaries named therein in favor of U.S. Bank National Association.

“ Total Common Shares Outstanding ” means the aggregate number of Common Shares outstanding immediately following Closing and, for avoidance of doubt, without giving effect to the purchase of Common Stock pursuant to the Tender Offer.

“ TTM EBITDA ” means, as of any date, Consolidated Adjusted EBITDA for the most recent twelve (12) full fiscal months ended at least 22 days prior to such date, adjusted to add back any Waiver Payments, Incremental Interest Costs, and Notes Escrow Fees incurred during such period and deducted in the calculation of Consolidated Adjusted EBITDA.

“ Waiver Payments ” means the aggregate fees and expenses paid or payable by the Company or its Subsidiaries to its lenders with respect to the Existing Loan Agreements to cause those lenders to waive any default existing prior to Closing.

“ WARN Act ” means the Worker Adjustment and Retraining Notification Act of 1988, as amended.

“ Wholly-Owned ” means 100% owned or 100% owned but for director qualifying shares.

“ Working Capital ” means the total current assets minus the total current liabilities of JELD-WEN, inc. and its consolidated subsidiaries from continuing operations, calculated using the accounting principles and methodologies used in the preparation of Exhibit J hereto; provided , that Working Capital shall be increased by the amount of any costs or expenses incurred by the Company in connection with the transactions contemplated by this Agreement prior to Closing, including the Incremental Interest Costs and the Notes Escrow Fees, and by the amount of any Waiver Payments.

1.2 Index of Certain Other Definitions . The following capitalized terms used in this Agreement have the meanings located in the corresponding section below.


Term		Section

Acquisition Proposal		Section 7.5
Additional Shares		Section 9.5(g)
Agreement		Introduction
Amended and Restated Articles		Section 2.1
Amended Bylaws		Section 8.2(n)
Annual Reports		Section 7.10(a)
Auditor		Section 4.2(d)
Closing		Section 4.1(b)
Closing Date		Section 4.1(b)
Closing Statement		Section 4.2(c)


Term		Section

Company		Introduction
Company Audited Financial Statements		Section 5.7(a)
Company Indemnified Party		Section 9.2
Company Q1 Unaudited Financial Statements		Section 7.4(a)
Company Transaction Documents		Section 5.2(a)
Damages		Section 9.1(a)
Deductible		Section 9.5(d)
Deferred Tax Damages		Section 9.1(c)
Determination Date		Section 4.2(d)
Effective Date		Introduction
Employee Benefit Plans		Section 5.16(a)
ERISA		Section 5.16(a)
Escrow Agreement		Section 4.2(b)(ii)
Escrow Funds		Section 4.2(b)(ii)
Estimated Closing Cash		Section 4.2(a)
Estimated Closing Indebtedness		Section 4.2(a)
Estimated Common Equity Value		Section 4.2(a)
Estimated Company Transaction Expenses		Section 4.2(a)
Estimated Excess Debt Costs		Section 4.2(a)
Estimated Shared Incremental Interest Costs		Section 4.2(a)
Estimated Total Common Shares Outstanding		Section 4.2(a)
Final Articles		Section 2.1
Final Closing Cash		Section 4.2(d)
Final Closing Indebtedness		Section 4.2(d)
Final Closing Statement		Section 4.2(d)
Final Common Equity Value		Section 4.2(d)
Final Company Transaction Expenses		Section 4.2(d)
Final Excess Debt Costs		Section 4.2(d)
Final Shared Incremental Costs		Section 4.2(d)
Final Per Share Purchase Price		Section 4.2(d)
Final Total Common Shares Outstanding		Section 4.2(d)
Financial Statements		Section 5.7(a)
Indemnified Party		Section 9.3
Indemnifying Party		Section 9.3
Initial Bridge Principal Amount		Section 3.1
Insurance Policies		Section 5.11
Interim Balance Sheet		Section 5.7(c)(i)
Investor Indemnified Party		Section 9.1(a)
Investor Transaction Documents		Section 6.2(a)
Investors		Introduction
JELD-WEN, inc. Audited Financial Statements		Section 5.7(a)
JELD-WEN, inc. Q1 Unaudited Financial Statements		Section 5.7(a)
Leased Real Properties		Section 5.9(a)
Material Contracts		Section 5.10


Term		Section

Monthly Financial Statements		Section 5.7(a)
Monthly Reports		Section 7.10(a)
Negotiation Period		Section 4.2(d)
Notes		Section 8.2(k)
Over-allotted Shares		Section 4.2(f)(v)
Owned Real Properties		Section 5.9(a)
Party/Parties		Recital
Pre-Closing Cash Proceeds		Section 7.9
Pre-Closing Period		Section 7.2
Prior Purchase Agreement		Introduction
Private Placement		Section 8.1(k)
Proceeding		Section 5.6
Purchase		Section 3.1
Purchase Price		Section 3.1
Quarterly Reports		Section 7.10(a)
Real Property		Section 5.9(a)
Revolver		Section 8.2(k)
Series A Preferred Stock		Section 2.1
Series B Preferred Stock		Section 2.1
Shares		Section 3.1
Shortfall Shares		Section 4.2(f)(v)
Tax or Taxes		Section 5.18(k)
Tax Return		Section 5.18(k)
Tender Offer		Section 7.16
Third Party Claim		Section 9.4(a)
Transaction		Section 4.1(a)
Transaction Documents		Section 4.1(a)
Unreviewed Company Q1 Unaudited Financial Statements		Section 5.7(a)

1.3 Other Definitional and Interpretive Matters .

(a) Except as otherwise provided or unless the context otherwise requires, whenever used in this Agreement, (i) any noun or pronoun shall be deemed to include the plural and the singular, (ii) the use of masculine pronouns shall include the feminine and neuter, (iii) the terms “include” and “including” shall be deemed to be followed by the phrase “without limitation,” (iv) the word “or” shall be inclusive and not exclusive, (v) all references to Sections refer to the Sections of this Agreement, all references to Schedules refer to the Schedules attached to or delivered with this Agreement, as appropriate, and all references to Exhibits refer to the Exhibits attached to this Agreement, each of which is made a part of this Agreement for all purposes, (vi) each reference to “herein” means a reference to “in this Agreement,” (vii) each reference to “$” or “dollars” shall be to United States dollars, (viii) each reference to “days” shall be to calendar days, (ix) each reference to any contract or agreement shall be to such contract or agreement as amended, supplemented, waived or otherwise modified from time to time, and (x) accounting terms which are not otherwise defined in this Agreement shall have the meanings

given to them under GAAP; provided , however , that to the extent that a definition of a term in this Agreement is inconsistent with the meaning of such term under GAAP, the definition set forth in this Agreement will control.

(c) Unless otherwise expressly provided herein, the measure of a period of one month or one year for purposes of this Agreement shall be that date of the following month or year corresponding to the starting date; provided , however , that if no corresponding date exists, the measure shall be that date of the following month or year corresponding to the next day following the starting date. For example, one month following February 18th is March 18th, and one month following March 31 is May 1.

ARTICLE II.

AUTHORIZATION OF PREFERRED STOCK

2.1 Authorization of Preferred Stock . Once all conditions to Closing set forth in Article VIII have been satisfied or waived, and prior to the Closing Date, the Company shall authorize and create preferred stock, consisting of 8,000,000 shares, of which 7,999,999 shares will be designated as its “Series A Convertible Preferred Stock” (the “ Series A Preferred Stock ”), and of which one (1) share will be designated will be designated as its “Series B Preferred Stock” (the “ Series B Preferred Stock ”). The terms, limitations and relative rights and preferences of the Series A Preferred Stock and the Series B Preferred Stock are set forth in the Company’s Amended and Restated Articles of Incorporation, the form of which is attached hereto as Exhibit A (the “ Amended and Restated Articles ”) and will ultimately be set forth in the Company’s Second Amended and Restated Articles of Incorporation after the Final Per Share Purchase Price and Series A Initial Investment Amount have been determined, the form of which is attached as Exhibit I (the “ Final Articles ”).

ARTICLE III.

PURCHASE AND SALE OF PREFERRED STOCK AND BRIDGE NOTES

3.1 Issuance of Preferred Stock and Bridge Notes . Subject to the terms and conditions set forth in this Agreement and in reliance upon the Company’s and the Investors’ representations set forth below, the Company shall issue and sell to each Investor, and each Investor shall purchase from the Company, such Investor’s Investor Percentage of (a) the Series A Preferred Share Amount of shares of Series A Preferred Stock for an aggregate purchase price of the Series A Initial Investment Amount (such purchased shares of Series A Preferred Stock, collectively, the “ Shares ”) and (b) $188,878,552 principal amount (the “ Initial Bridge Principal Amount ”) of Bridge Notes, with the Initial Bridge Principal Amount subject to reduction in accordance with Section 7.9 (the aggregate amount to be paid for the Shares, plus the Initial Bridge Principal Amount, “ Purchase Price ”). Such sale and purchase (the “ Purchase ”) shall be effected in accordance with Section 4.2 below by the Company (x) executing and delivering to each Investor duly executed stock certificates, duly registered in

its name, evidencing the Shares purchased by such Investor and (y) executing and delivering to each Investor duly executed Bridge Notes, duly registered in its name, evidencing the initial principal amount of Bridge Notes purchased by such Investor.

ARTICLE IV.

THE CLOSING

4.1 Closing .

(a) The Purchase and the other transactions contemplated by this Agreement are collectively referred to herein as the “ Transaction ,” and this Agreement and the Escrow Agreement, the Bridge Notes, the Registration Rights Agreement, the Shareholders Agreement, the Consulting Agreement, the Amended and Restated Articles and the Amended Bylaws are collectively referred to herein as the “ Transaction Documents .”

(b) The closing of the Transaction (the “ Closing ”) shall take place at the offices of Kaye Scholer LLP, 425 Park Avenue, New York, NY 10022 at 9:00 A.M. on the later of (i) August 16, 2011 and (ii) second Business Day (the “ Closing Date ”) following the satisfaction or waiver of all conditions of the parties to consummate the transactions contemplated by this Agreement (other than the conditions with respect to actions the respective parties will take at the Closing itself), or at such other place or on such other date or time as is mutually agreed to by Investor and the Company.

4.2 Payment of Purchase Price; Issuance of Shares and Bridge Notes .

(a) By no later than three (3) Business Days prior to the Closing Date, the Company shall provide to the Investors a written statement setting forth its good faith estimate of Consolidated Cash, Consolidated Indebtedness, Total Common Shares Outstanding, Excess Debt Costs (if any), Shared Incremental Interest Costs and Company Transaction Expenses as of immediately following the Closing (and after giving pro forma effect thereto) (as set forth in such statement, the “ Estimated Closing Cash ,” “ Estimated Closing Indebtedness ,” “ Estimated Total Common Shares Outstanding ,” “ Estimated Excess Debt Costs ,” “ Estimated Shared Incremental Interests Cost ” and “ Estimated Company Transaction Expenses ,” respectively) together with a reasonably detailed calculation of Estimated Common Equity Value. For purposes hereof, the “ Estimated Common Equity Value ” means an amount equal to (i) Enterprise Value, plus (ii) Estimated Closing Cash, plus (iii) Estimated Shared Incremental Interest Costs, minus (iv) Estimated Closing Indebtedness, minus (v) Estimated Company Transaction Expenses, minus (vi) Estimated Excess Debt Costs, minus (vii) minority interests set forth on the Company’s month-end balance sheet most recently available prior to the Closing Date minus (viii) the Series A Equity Value Increase.

(b) At the Closing, each Investor shall:

(i) pay to the Company an amount equal to the product of such Investor’s Investor Percentage and the Closing Series A Investment Amount, by wire transfer in immediately available funds to an account or accounts specified in writing by the Company to the Investors not less than two (2) Business Days prior to the Closing and the Company shall deliver to each Investor certificates evidencing such Investor’s Investor Percentage of the Closing-Issued Shares, registered in the name of such Investor;

(ii) deposit such Investor’s Investor Percentage of the Escrowed Series A Purchase Price with the Escrow Agent pursuant to an escrow agreement in substantially the form of Exhibit K attached hereto (the “ Escrow Agreement ”). The funds held by the Escrow Agent pursuant to the Escrow Agreement (collectively, the “ Escrow Funds ”) shall be disbursed in accordance with Section 4.2(f) ; and

(iii) pay to the Company such Investor’s Investor Percentage of the Initial Bridge Principal Amount, by wire transfer in immediately available funds to an account or accounts specified in writing by the Company to the Investors not less than two (2) Business Days prior to the Closing and the Company shall deliver to each Investor a Bridge Note issued in the name of such Investor, in a principal amount equal to the portion of the Initial Bridge Principal Amount purchased by such Investor.

(c) Within five (5) Business Days following the Closing Date, the Company shall cause to be prepared and delivered to the Investors a statement of the Consolidated Cash, Consolidated Indebtedness, Excess Debt Costs, Shared Incremental Interest Costs, Total Common Shares Outstanding and Company Transaction Expenses as of immediately following the Closing (and after giving pro forma effect thereto), together with a reasonably detailed calculation thereof (the “ Closing Statement ”), certified by the chief financial officer of the Company.

(d) Upon delivery of the Closing Statement, the Company will provide the Investors and their advisors with access to the records and employees and representatives of the Company and its Subsidiaries, to the extent related to the Investors’ evaluation of the Closing Statement. The Investors shall have the right to review the Closing Statement and comment thereon and object thereto for a period of five (5) Business Days following the receipt of the Closing Statement, and the Company and the Investors shall endeavor in good faith to resolve any disagreement with respect to the determination of the Closing Statement for three (3) Business Days thereafter (the “ Negotiation Period ”). Any changes in the Closing Statement that are agreed to by the Company and the Investors shall be incorporated into the final closing statement of the Company and its Subsidiaries. In the event that the parties fail to agree on the Closing Statement or any element relevant thereto upon completion of the Negotiation Period, each of the Company, on the one hand, and the Investors, on the other hand, shall prepare separate written reports setting forth in detail the particulars of such disagreement and refer such reports to an independent accounting firm of recognized national standing, as may be mutually selected by the Company and the Investors (the “ Auditor ”), within two (2) Business Days after the Negotiation Period. The Auditor shall determine as promptly as practicable, but in any event within fifteen (15) days of the date on which such dispute is referred to the Auditor, whether the Closing Statement was prepared accurately and in accordance with the standards required hereby and (only with respect to the remaining disagreements submitted to the Auditor) whether and to what extent (if any) the Closing Statement requires adjustment. The fees, costs, and expenses of the Auditor shall be borne by the Company and the determination of the Auditor shall be final,

conclusive and binding on the parties. Promptly following the resolution of all disputed items (or, if there is no dispute, promptly after the parties reach agreement on the amounts set forth in the Closing Statement), the Closing Statement shall be updated to reflect all resolved items.

The final Closing Statement as determined in accordance with this Section shall be referred to hereinafter as the “ Final Closing Statement .” The date on which the Final Closing Statement is determined in accordance with this Section is hereinafter referred to as the “ Determination Date .” The amounts of Consolidated Cash, Consolidated Indebtedness, Excess Debt Costs, Shared Incremental Interest Costs, Total Common Shares Outstanding and Company Transaction Expenses finally determined in accordance with this Section 4.2 are hereinafter referred to as the “ Final Closing Cash ,” “ Final Closing Indebtedness ,” “ Final Shared Incremental Interest Costs ,” “ Final Excess Debt Costs ,” “ Final Total Common Shares Outstanding ” and “ Final Company Transaction Expenses ,” respectively. For purposes hereof, (a) the “ Final Common Equity Value ” means an amount equal to (i) Enterprise Value, plus (ii) Final Closing Cash, plus (iii) Final Shared Incremental Interest Costs minus (iv) Final Closing Indebtedness, minus (v) Final Company Transaction Expenses, minus (vi) Final Excess Debt Costs, minus (vii) minority interest reflected on the Company’s monthly balance sheet most recently available prior to the Closing Date minus (viii) the Series A Equity Value Increase, and (b) the “ Final Per Share Purchase Price ” means an amount equal to the quotient of (i) the Final Common Equity Value over (ii) the Final Total Common Shares Outstanding.

(e) Within five (5) Business Days following the Determination Date, the Company shall amend the terms of the Tender Offer such that the expiration of the Tender Offer shall occur no later than twenty-five (25) Business Days after the Determination Date, and shall take such actions as may be necessary so that the Tender Offer will be consummated, and Common Shares accepted for payment in connection therewith, on a date no later than twenty-five (25) Business Days after the Determination Date (assuming the concurrent release of the Escrow Funds as provided in Section 4.2(f) hereof).

(f) Promptly following the acceptance for payment of Common Shares in the Tender Offer:

(i) if shareholders have properly tendered shares equal to or in excess of the maximum number of shares that can be purchased in the Tender Offer, subject to Section 4.2(f)(v) , the Company and Onex shall jointly instruct the Escrow Agent in writing to release the full amount of Escrow Funds to the Company.

(ii) If no shareholders of the Company have opted to participate in the Tender Offer, the Company and Onex shall jointly instruct the Escrow Agent in writing to return the full amount of Escrow Funds to the Investors, apportioned among the Investors in the same proportions as paid by each of the Investors pursuant to Section 4.2(b)(ii) .

(iii) In all other cases, subject to Section 4.2(f)(v) , the Company and Onex shall jointly instruct the Escrow Agent in writing to release (1) Escrow Funds to the Company in an amount equal to the amount by which the Company’s

payment obligations in respect of the acceptance of Common Shares in the Tender Offer exceeds $25 million, and (2) the remaining amount of the Escrow Funds to the Investors, apportioned among the Investors in the same proportions as paid by each of the Investors pursuant to Section 4.2(b)(ii) .

(iv) Notwithstanding anything herein to the contrary, any release or payment of Escrow Funds by the Escrow Agent pursuant to Section 4.2(f)(i) or Section 4.2(f)(iii) shall be conditioned on (A) the verification by the Investors of the amounts and documentation of the Tender Offer, and (B) the concurrent issuance of all shares of Series A Preferred Stock by the Company required pursuant to this Section 4.2 .

The Escrow Agreement shall provide that the Escrow Agent shall release the Escrow Funds in accordance with the provisions of this Section 4.2(f) .

(v) If the Series A Preferred Share Amount exceeds the amount of Closing-Issued Shares (the amount of such excess, the “ Shortfall Shares ”), promptly following the acceptance for payment of Common Shares in the Tender Offer the Company shall issue to the Investors, in accordance with their respective Investor Percentages, an amount of Shares equal to the Shortfall Shares. If the amount of Closing-Issued Shares exceeds the Series A Preferred Share Amount (the amount of such excess, the “ Over-allotted Shares ”), promptly following the Tender Offer the applicable Investors shall return to the Company for cancellation the Over-allotted Shares (pro-rata for each Investor, based on such Investor’s Investor Percentage). Any Shortfall Shares shall be deemed to have been issued and held by the applicable Investors for all purposes as of the Closing Date and all Over-allotted Shares shall be deemed cancelled for all purposes as of the Closing Date.

(g) The obligations of Onex under this Agreement with respect to the other Investors shall be joint and several. The obligations of the Investors (other than Onex) under this Agreement shall be several and not joint.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as otherwise set forth in writing in appropriately corresponding sections of the Company Disclosure Schedule, the Company hereby represents and warrants to Investor:

5.1 Organization and Good Standing . The Company and each of its Subsidiaries are duly organized, validly existing and in good standing (if applicable) under the Laws of their respective jurisdictions of incorporation, formation or organization, as applicable, and have all necessary corporate, limited liability company or other power and authority, as the case may be, to carry on their business as presently conducted and to own and lease their respective assets and properties. The Company and each of its Subsidiaries are duly licensed or qualified to do business as a foreign corporation and are in good standing (if applicable) in each jurisdiction in which their respective ownership, or leasing of assets or properties, or the nature of their

activities requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company and each of its Subsidiaries have made available to Investor correct and complete copies of the certificate of incorporation and bylaws (or other applicable organizational documents) for the Company and each of its Subsidiaries, as amended to date.

5.2 Power and Authorization; Enforceability .

(a) The Company has all requisite right, power, and authority to execute and deliver this Agreement and the other Transaction Documents to which it is, or is specified to be, a party (collectively, the “ Company Transaction Documents ”), to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. All necessary corporate action has been taken by the Company to authorize the execution, delivery and performance by the Company of this Agreement and each other Company Transaction Document, other than the Final Articles, for which shareholder approval has not yet been obtained. The Company has duly executed and delivered this Agreement and, at or prior to the Closing, will have duly executed and delivered each other Company Transaction Document.

(b) This Agreement is, and each other Company Transaction Document, when duly executed and delivered at Closing by the Company, will be, the legal, valid and binding obligations of the Company, enforceable against it in accordance with their respective terms, except as enforceability of such obligations may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws now or hereafter in effect relating to or limiting creditors’ rights generally and general principles of equity relating to the availability of specific performance and injunctive and other forms of equitable relief.

5.3 No Conflicts .

(a) Neither the execution, delivery or performance of this Agreement and the other Company Transaction Documents nor the consummation of the transactions contemplated hereby or thereby (with or without the passage of time or the giving of notice, or both) will:

(i) contravene, conflict with or result in a violation of (A) the certificate or articles of incorporation or bylaws (or other organizational documents) of the Company or any of its Subsidiaries or (B) any (1) Judgments or (2) Laws, in each case, binding upon or applicable to the Company or any of its Subsidiaries or by which they or any of their respective properties or assets are bound except in the case of clause (B) for violations that would not, individually or in the aggregate, reasonably be expected to have a Material Impact;

(ii) contravene, conflict with, result in a violation or breach of, constitute a default under, result in the modification, termination, acceleration or cancellation of, or give a right to modify, terminate, accelerate or cancel under, any of the terms or conditions of any Material Contract to which the Company is a party or by which it or any of its properties or assets are bound, any collective bargaining or other labor union agreement required to be set forth in Section 5.15 of the Company Disclosure Schedule or any Employee Benefit Plan;

(iii) result in the creation or imposition of any Encumbrance upon any of the assets of the Company or any of its Core Subsidiaries, other than Permitted Encumbrances; or

(iv) cause a loss or adverse modification of any Governmental Authorization required to be set forth in Section 5.12 of the Company Disclosure Schedule.

(b) Except for the filing of the Amended and Restated Articles with the Secretary of State of the state of Oregon, Section 5.3(b) of the Company Disclosure Schedule contains a complete and accurate list of each material Consent, registration, notification, filing or declaration of or with, any Governmental Body required to be given or made by the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement and the other Company Transaction Documents, other than competition filings.

5.4 Capitalization .

(a) The authorized, issued and outstanding capital stock and other equity securities of the Company as of the date of this Agreement are fully and accurately set forth in Section 5.4(a) of the Company Disclosure Schedule. The Company has not granted any preemptive rights, rights of first offer or refusal, redemption or repurchase rights or other similar rights with respect to any of such capital stock or other equity securities of the Company and there are no offers, options, warrants, rights, agreements or commitments of any kind granted by the Company relating to the issuance, conversion, registration, voting, sale or transfer of capital stock or any other equity securities of the Company or obligating the Company to purchase or redeem any of such capital stock or other equity securities. The Common Shares and the Company Options constitute all of the issued and outstanding shares of capital stock or other equity interests of the Company, and all of such shares have been duly authorized and are validly issued and outstanding, fully paid and nonassessable. Immediately after giving effect to the Closing, but without giving effect to the Tender Offer, the authorized, issued and outstanding capital stock and other equity securities of the Company will be as set forth in Section 5.4(a) of the Company Disclosure Schedule as “Post Closing Capitalization,” subject to variances resulting from the Company making (i) required redemptions from the ESOP or its distributees after the date of this Agreement, and (ii) redemptions set forth in Section 5.4(a) of the Company Disclosure Schedule.

(b) All the outstanding capital stock and other equity securities of each of the Company’s Subsidiaries are owned of record or beneficially by the Company or one or more of its Subsidiaries. Neither the Company nor any of its Subsidiaries has granted any preemptive rights, rights of first offer or refusal, redemption or repurchase rights or other similar rights with respect to any of such capital stock or other equity securities of any of the Company’s Subsidiaries, and there are no offers, options, warrants, rights, agreements or commitments of any kind granted by any of the Company’s Subsidiaries relating to the issuance, conversion, registration, voting, sale or transfer of capital stock or any other equity securities of any of the Company’s Subsidiaries or obligating the Company or any of its Subsidiaries to purchase or redeem any of such capital stock or other equity securities. All of the issued and outstanding shares of capital stock of each of the Company’s Subsidiaries have been duly authorized and are

validly issued and outstanding, fully paid and nonassessable. Except as set forth on Section 5.4(b) of the Company Disclosure Schedule, neither the Company nor the Company’s Subsidiaries holds, directly or indirectly, any equity interest in any other Person (other than another Subsidiary of the Company). No equity securities of any Core Subsidiary are owned, directly or indirectly by, or are subject to any contractual or other right of, any Subsidiary of the Company that is not a Core Subsidiary.

5.5 Compliance with Laws . The business of the Company and each of its Subsidiaries, taken as a whole, currently is being, and for the past three (3) years has been, conducted in compliance with all applicable Laws and Governmental Authorizations, except to the extent any noncompliance, individually or in the aggregate, would not reasonably be expected to have a Material Impact. Neither the Company nor any of its Core Subsidiaries has received any written notice since January 1, 2010, order or other written communication from any Governmental Body of any alleged, actual or potential liability or violation of or failure to comply with any applicable Laws that could have had a Material Impact.

5.6 Litigation . Except for ordinary course of business product warranty claims and workers compensation claims, there are no claims, actions, investigations, suits or proceedings (each, a “ Proceeding ”) currently pending or, to the Knowledge of the Company, threatened which involve or affect the Company or any of its Subsidiaries, their businesses or assets which would reasonably be expected to have, individually or in the aggregate, a Material Impact. There are no unsatisfied Judgments against or adversely affecting the Company or any of its Subsidiaries or any of their respective businesses, properties or assets. There is no Proceeding pending, or to the Knowledge of the Company, threatened against the Company or any of its Core Subsidiaries seeking to prevent or delay the consummation of the transactions contemplated by this Agreement and the other Transaction Documents. There is no Proceeding currently pending, or, to the Knowledge of the Company, threatened, with respect to (x) any claim of property damage (other than customer claims made in connection with product warranty matters), personal injury or death, or any claim for injunctive relief in connection with any product manufactured or sold by the Company or any of its Subsidiaries, (y) any claim of unlawful employment discrimination by the Company or its Subsidiaries or (z) remediation of, or injury resulting from, Hazardous Materials.

5.7 Financial Statements; Undisclosed Liabilities .

(a) Financial Statements . Section 5.7(a) of the Company Disclosure Schedule includes: (i) the audited consolidated balance sheets of JELD-WEN, inc. and its Subsidiaries as of December 31, 2010 (including the notes thereto, if any), and the related audited consolidated statements of income, shareholders’ equity and cash flows for the fiscal year then ended, together with the report thereon of PriceWaterhouseCoopers LLP (the “ JELD-WEN, inc. Audited Financial Statements ”); (ii) the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2010 (including the notes thereto, if any), and the related audited consolidated statements of income, shareholders’ equity and cash flows for the fiscal year then ended, together with the unqualified report thereon of PriceWaterhouseCoopers LLP (the “ Company Audited Financial Statements ”); (iii) the unaudited financial statements of JELD-WEN, inc. and its Subsidiaries reviewed by PriceWaterhouseCoopers LLP for the three month period ending March 31, 2011 (the “ JELD-WEN, inc. Q1 Unaudited Financial

Statements ”); (iv) the unaudited financial statements of the Company and its Subsidiaries (not reviewed by PriceWaterhouseCoopers LLP) for the three month period ending March 31, 2011 (the “ Unreviewed Company Q1 Unaudited Financial Statements ”); and (v) monthly financial statements of the Company and its Subsidiaries as prepared by the Company’s management for its internal purposes for April 2011 through June 2011 (the “ Monthly Financial Statements ,” and together with the JELD-WEN, inc. Audited Financial Statements, the Company Audited Financial Statements, the JELD-WEN, inc. Q1 Unaudited Financial Statements and the Unreviewed Company Q1 Unaudited Financial Statements, the “ Financial Statements ”). The Financial Statements (including the notes thereto, if any) fairly present the consolidated financial condition, cash flows and results of operations of JELD-WEN, inc. and its Subsidiaries, or the Company and its Subsidiaries, as applicable, as at the date thereof and for the period therein referred to, present the Non-Core Subsidiaries as discontinued operations and have been prepared in accordance with GAAP, consistently applied, subject in the case of the Monthly Financial Statements to the absence of footnote disclosure and statements of cash flow, and presentation in a non-GAAP format.

(b) All financial statements delivered to the Investors pursuant to Section 7.4 will fairly present the consolidated financial condition, cash flows and results of operations of JELD-WEN, inc. and its Subsidiaries, or the Company and its Subsidiaries, as applicable, as at the date thereof and for the period therein referred to, present the Non-Core Subsidiaries as discontinued operations and be prepared in accordance with GAAP, consistently applied, subject in the case of the quarterly and monthly financial statements to the absence of footnote disclosure and presentation in a non-GAAP format, and subject in the case of monthly financial statements to the absence of statements of cash flow.

(i) Neither the Company nor any of its Subsidiaries has any liability of any nature required to be reflected in, reserved against or otherwise disclosed as a liability on a balance sheet, or the notes thereto, in accordance with GAAP other than: (i) liabilities reflected on, reserved against or otherwise described in the most recent balance sheet and notes thereto contained in the Financial Statements (the “ Interim Balance Sheet ”); and (ii) liabilities and obligations which have arisen since the date of the Interim Balance Sheet in the ordinary course of business consistent with past practice.

(ii) Section 5.7(c) of the Company Disclosure Schedule sets forth a list of all Contracts, arrangements, Judgments or other circumstances under or pursuant to which the Company or any Core Subsidiary have any Liability relating to Suncadia LLC, Suncadia LLC’s Subsidiaries or Affiliates or any properties, developments or investments associated therewith.

(d) As of the date hereof, there are no Company Guarantees.

5.8 Absence of Certain Changes and Events . Since the date of the Company Audited Financial Statements, the Company and each of its Subsidiaries have conducted their businesses in the ordinary course of business consistent with past practice and, except as expressly contemplated by this Agreement or any other Transaction Document, there has not been any:

(a) change, event, condition, occurrence, contingency or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect;

(b) amendment to the organizational documents of the Company or any of its Subsidiaries;

(c) change in the Company’s or any of its Subsidiaries authorized or issued capital stock; any declaration, setting aside or payment of any dividends or other distributions or payments in respect of any shares of capital stock of the Company or any of its Subsidiaries (other than distributions or payments to the Company or one of its Wholly-Owned Core Subsidiaries), or any repurchase, redemption or other acquisition by the Company or any of its Subsidiaries of any of such shares of capital stock or other securities of the Company or any of its Subsidiaries, except for repurchases from the ESOP and its distributees, and repurchases permitted set forth on Section 5.8(c) of the Company Disclosure Schedule;

(d) capital contributions (other than capital contributions consisting solely of Non-Core Assets) or loans made by the Company and/or any Core Subsidiary to any Non-Core Subsidiary, or entry into any agreement between the Company and/or any Core Subsidiary, on the one hand, and any Non-Core Subsidiar(ies), on the other hand, other than loans as part of the routine cash management of the Company and its Subsidiaries in the ordinary course of business consistent with past practice;

(e) change in the independent accountants of the Company or any of its Subsidiaries or any material change in the accounting methods, principles or practices followed by the Company or any of its Subsidiaries (except for any such change required by reason of a concurrent change in GAAP);

(f) (i) adoption, material amendment or material modification of an Employee Benefit Plan (or any material amendment to any such existing plan), (ii) grant of severance or termination pay to any director or executive officer of the Company or any of its Core Subsidiaries, (iii) increase in the compensation or salary of, benefits payable or to become payable to, or payment of any bonus to, any employee (but excluding directors and executive officers) of the Company or any of its Core Subsidiaries other than in the ordinary course of business consistent with past practice, or (iv) change with respect to the compensation or other benefits payable to or to become payable to, or payment of any bonus to, any director or executive officer of the Company or any of its Core Subsidiaries;

(g) sale, assignment, transfer, hypothecation, conveyance, lease, license, or other disposition of any asset or property of the Company or any of its Subsidiaries, except (i) in the ordinary course of business consistent with past practice or (ii) Permitted Non-Core Asset Sales, or mortgage, pledge, or imposition of any Encumbrance on any asset or property of the Company or any of its Subsidiaries, except for (x) Permitted Encumbrances, (y) liens granted in the transactions contemplated by the Refinancing, and (z) in the ordinary course of business consistent with past practice;

(h) failure to pay within 30 days of their due date any liabilities arising out of the operations of the businesses of the Company and each of its Subsidiaries, except with respect to any such liabilities being contested in good faith by the Company or any of its Subsidiaries;

(i) entry into, termination of, or receipt of notice of termination of (i) any material license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement to which the Company or any of its Core Subsidiaries is a party or (ii) any Contract or transaction entered other than in the ordinary course of business consistent with past practice involving a total remaining commitment by or to the Company or any of its Core Subsidiaries of at least $1,000,000 or involving total payments by a Non-Core Subsidiary in excess of $5,000,000; or

(j) agreement by the Company or any of its Subsidiaries (or only Core Subsidiaries, as applicable) with respect to any of the foregoing.

5.9 Real Property .

(a) The Company and its Core Subsidiaries, as applicable, own in fee the material real property listed on Section 5.9 of the Company Disclosure Schedule under the heading “ Owned Real Properties ” and have valid leasehold estates in the material real property listed on Section 5.9 of the Company Disclosure Schedule under the heading “ Leased Real Properties ” (the Leased Real Properties together with the Owned Real Properties, the “ Real Property ”). The Company and each of its Core Subsidiaries, as applicable, have fee simple title to, or valid leasehold estates in, all of their respective Real Property free and clear of all Encumbrances other than Permitted Encumbrances.

(b) The Subsidiaries of the Company which are not Core Subsidiaries have fee simple title to all real property they purport to own.

(c) There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the Knowledge of the Company, threatened against any Real Property valued at greater than $400,000.

(d) Except to the extent that it would not reasonably be expected to have, individually or in the aggregate, a Material Impact, all of the Real Property is occupied under a valid and current certificate of occupancy or similar permit, the transactions contemplated by this Agreement will not require the issuance of any new or amended certificate of occupancy and there are no facts which would prevent the Real Property from being occupied and used after the Closing Date in the same manner as before.

(e) To the Knowledge of the Company, all improvements on the Real Property are sufficient for the operation of the Company’s business as currently conducted.

5.10 Material Contracts .

(a) Section 5.10(a) of the Company Disclosure Schedule sets forth a true and complete list of all Contracts to which the Company or any of its Core Subsidiaries (unless otherwise indicated) is a party or pursuant to which any of their respective material properties or assets is bound in each of the categories set forth below (collectively with the collective bargaining or other labor union agreements required to be set forth in Section 5.15 of the Company Disclosure Schedule, the “ Material Contracts ”), copies of which have been made available to Investor:

(i) any Contract relating to indebtedness for borrowed money of the Company or any of its Subsidiaries (other than intercompany indebtedness created as part of the routine cash management of the Company and its Subsidiaries in the ordinary course of business consistent with past practice) or any Contract under which the Company or any of its Subsidiaries guaranteed the indebtedness for borrowed money of any other person, in each case in excess of $500,000, or any Contract relating to the issuance of letters of credit;

(ii) any Contract entered into since January 1, 2001 with any remaining Liability of the Company or its Subsidiaries providing for (A) the sale, assignment, lease, license or other disposition of any asset or group of assets of the Company or any of its Subsidiaries with a value in excess of $1,000,000, except for sales of inventory in the ordinary course of business consistent with past practice, sales of obsolete assets and Permitted Non-Core Asset Sales or (B) the acquisition of any business, equity interests or material assets or any merger, consolidation or other business combination, other than such transactions between or among only the Core Subsidiaries and/or the Company, or such transactions between or among only the Non-Core Subsidiaries;

(iii) any Contract granting an Encumbrance upon any material asset of the Company or any of its Core Subsidiaries, other than Permitted Encumbrances and those which would not reasonably be expected, individually or in the aggregate, to result in a Material Impact;

(iv) any partnership, limited liability company or joint venture agreement in which the Company or any of its Core Subsidiaries participates as a partner, member or joint venturer;

(v) any lease relating to the Leased Real Properties providing for annual payments in excess of $400,000;

(vi) any sales agency, sales representation, distributorship, broker or franchise Contract that requires payment by the Company or any of its Core Subsidiaries in excess of $500,000 per annum or $2,500,000 over its remaining term;

(vii) any Contract granting rights in material Intellectual Property to or from the Company or any of its Core Subsidiaries with payments over their term

in excess of $100,000 (other than non-exclusive licenses of generally commercially available “off the shelf” software requiring annual fees of less than $250,000 and contracts between the Company and its Core Subsidiaries or among Core Subsidiaries of the Company);

(viii) powers of attorney or other similar agreements or grants of agency authority given other than in the ordinary course of business;

(ix) any Contract imposing any of the following: (A) a restriction on the right or ability of the Company or its Core Subsidiaries to engage in any line of business, do business in any geographic region or solicit any customers for its business, other than de minimis restrictions unrelated to windows and doors, (B) a restriction on the right of the Company or its Core Subsidiaries to manufacture, research, develop or commercialize any products, other than de minimis restrictions unrelated to windows and doors, (C) a restriction on the right of the Company or its Core Subsidiaries to compete with any other Person, or (D) a material restriction on the right of the Company or its Core Subsidiaries to transact any particular business (including, without limitation, terms as to preferred pricing, preferred supply or most-favored nations status);

(x) any material purchase, sale, supply or other Contract (other than purchase orders and invoices entered into in the ordinary course of business and which do not involve purchases or a series of purchases over a period exceeding one year) with any of the ten largest customers and ten largest suppliers of the Company, for each of North America, Europe and Australia, for the calendar year ended December 31, 2010;

(xi) any Contract with an unaffiliated third party (other than ordinary course purchase orders and invoices and Contracts otherwise disclosed on Schedule 5.10 ) that (i) requires payment by the Company or any of its Core Subsidiaries in excess of $1,000,000 per annum or in which $5,000,000 in the aggregate remains to be paid by the Company or any of its Core Subsidiaries under such Contract, or (ii) provides for the Company or any of its Core Subsidiaries to receive any payments in excess of, or any property with a fair market value in excess of, $1,000,000 per annum or in which $5,000,000 in the aggregate remains payable to Company or any of its Core Subsidiaries under such Contract;

(xii) any Contract for the disposal of Hazardous Materials, other than garbage removal Contracts;

(xiii) any Contract entered since January 1, 2000 under which the Company or any of its Core Subsidiaries has any Liabilities relating to the Non-Core Assets or the disposition thereof which could reasonably be expected to result in a Material Impact; and

(xiv) any Contract entered since January 1, 2000 under which the Company or any of its Core Subsidiaries has any Liabilities relating to any Former Non-Core Business, the assets used in such Former Non-Core Business or the disposition thereof which could reasonably be expected to result in a Material Impact.

(b) Each Material Contract is in full force and effect and is valid, binding and enforceable against the Company or any of its Subsidiaries party thereto, except in each case as enforceability of such agreements may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws now or hereafter in effect relating to or limiting creditors’ rights generally and general principles of equity relating to the availability of specific performance and injunctive and other forms of equitable relief. Neither the Company nor any of its Subsidiaries or, to the Knowledge of the Company, the other parties thereto is currently in violation in any material respect of any of the terms or conditions of, or in material breach or default under, any Material Contract.

5.11 Insurance . Section 5.11 of the Company Disclosure Schedule contains a true and complete list of each material insurance policy owned by, or maintained for the benefit of, the Company or any of its Subsidiaries, other than title insurance policies (the “ Insurance Policies ”). The Insurance Policies are in full force and effect in all material respects as of the date of this Agreement, which policies the Company shall maintain in full force and effect in all material respects, or shall be renewed or replaced in the ordinary course of business, if expiring by their terms, during the period from the date of this Agreement through the Closing Date. Neither the Company nor any of its Subsidiaries is in material default under any such insurance policy. All premiums due have been paid on such insurance policies, and neither the Company nor any of its Subsidiaries has received any written notice of cancellation, termination or non-renewal of any such insurance policy or written notice with respect to any refusal of coverage thereunder.

5.12 Permits . The Company and its Subsidiaries, as applicable, hold all material Governmental Authorizations required for the lawful operation of the business of the Company and each of its Subsidiaries as currently conducted, and Section 5.12 of the Company Disclosure Schedule sets forth a list of all such Governmental Authorizations for the Company and its Core Subsidiaries. Each material Governmental Authorization set forth in Section 5.12 of the Company Disclosure Schedule is valid and in full force and effect without any default or violation thereunder in any material respect by the Company, any of its Core Subsidiaries or, to the Knowledge of the Company, by any other party thereto. No Proceeding is pending or, to the Knowledge of the Company, threatened by any Governmental Body to revoke or deny the renewal of any material Governmental Authorization of the Company or any of its Core Subsidiaries, and since December 31, 2009, neither the Company nor any of its Core Subsidiaries have been notified in writing that any material Governmental Authorization may not in the ordinary course be renewed upon its expiration or that by virtue of the transactions contemplated by this Agreement or any other Transaction Document, any such material Governmental Authorization may not be granted or renewed.

5.13 Title to Assets . The Company or its applicable Subsidiary has good and marketable title to, or a valid leasehold interest in, the personal property used in the conduct of

the Company’s and such Subsidiary’s business, reflected on the Company Audited Financial Statements or acquired since the date thereof, free and clear of all Encumbrances (except Permitted Encumbrances), except assets disposed of in the ordinary course of business consistent with past practice since December 31, 2010 and any Non-Core Assets that have been disposed of prior to the date hereof as set forth on Section 5.13 of the Company Disclosure Schedule. The personal property owned or used by the Company is sufficient to allow the operation of its business in all material respects as presently conducted, and is suitable in all material respects for the purposes for which it is presently used. All material personal property used in the conduct of the Company’s and its Core Subsidiaries’ business is sufficient for the operation of the Company’s business as currently conducted.

5.14 Intellectual Property .

(a) Section 5.14(a) of the Company Disclosure Schedule sets forth as of the date hereof, (i) all pending applications to register in the United States and all unexpired registrations of all patents, trademarks, service marks, trade dress and copyrights in the United States owned by the Company or any of its Core Subsidiaries and (ii) all material license agreements relating to Intellectual Property to which the Company or any of its Core Subsidiaries is a party, in each case to the extent such applications, registrations or agreements are material to the continued operation of the Company’s business as currently conducted.

(b) To the Knowledge of the Company, the Intellectual Property of the Company and its Core Subsidiaries is not being materially infringed by any third party.

(c) To the Knowledge of the Company, the Company and each of its Subsidiaries own or have valid licenses to use, free and clear of Encumbrances (except Permitted Encumbrances), all material Intellectual Property used by them or necessary for the operation of their respective businesses as currently conducted. Neither the Company nor any of its Core Subsidiaries is in default (or with the giving of notice or lapse of time or both, would be in default) under any license it has to use Intellectual Property.

(d) To the Knowledge of the Company, the operation of the business of the Company and each of its Subsidiaries as currently conducted does not infringe any third-party rights in Intellectual Property.

(e) No Proceedings are currently pending or, to the Knowledge of the Company, threatened in writing that the Company or any of its Subsidiaries is infringing or otherwise adversely affecting the rights of any person with regard to any third-party Intellectual Property.

5.15 Labor Matters . (a) Except for works council or other similar labor agreements in Europe, the five largest of which by number of employees are listed on Schedule 5.15(a) , there are no collective bargaining or other labor union agreements currently in existence or being negotiated by the Company or any of its Core Subsidiaries to which the Company or any of its Core Subsidiaries is or may become a party or, to the Knowledge of the Company, by which any of them is or may become bound, (b) no labor organization has been certified or recognized as the representative of any employees of the Company or any of its Core Subsidiaries, (c) since

January 1, 2007, neither the Company nor any of its Subsidiaries has encountered any labor union organizing activity, or had any employee strikes, material work stoppages, material slowdowns or lockouts, (d) there are no unfair labor practice charges or complaints pending or, to the Company’s Knowledge, threatened against the Company or any of its Core Subsidiaries with respect to employees of the Company or any of its Core Subsidiaries and (e) no charge or complaint has been made during the last three (3) years, nor is such a charge or complaint pending, against the Company or any of its Core Subsidiaries before the Equal Employment Opportunity Commission or other Governmental Body responsible for the prevention of unlawful employment practices. Since January 1, 2007, the Company has not effectuated (i) a “plant closing” as defined in the WARN Act (or any similar state, local or foreign law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or (ii) a “mass layoff” as defined in the WARN Act (or any similar state, local or foreign law) affecting any site of employment or facility of the Company. The Company and its Subsidiaries have established and follow procedures that are reasonably designed to avoid hiring individuals to work in the United States of America or any foreign jurisdiction who are not authorized to work in the United States of America or such foreign jurisdiction and which comply in all material respects with applicable requirements of Law relating to such individuals. None of the Company or any of its Subsidiaries knowingly hires individuals unauthorized to work, or maintain or currently has on its payroll employees that it knows are not authorized to work, in the United States of America or the foreign jurisdiction in which they work. None of the Company or any of its Subsidiaries engages through subcontracts to work in the United States of America or any foreign jurisdiction the services of individuals it knows are not authorized to work in the United States of America or such foreign jurisdiction. To the Knowledge of the Company, there is no pending audit of its I-9 Employment Verification Forms at any of its locations and none of the Company or any of its Subsidiaries has been advised in writing by any Governmental Body of an intention to audit any of its locations. The employment practices of the Company and its Subsidiaries comply with applicable Law in all material respects in all jurisdictions in which any of the Company or its Subsidiaries have employees other than to the extent such noncompliance, individually or in the aggregate, would not reasonably be expected to have a Material Impact.

5.16 Employee Benefits .

(a) Section 5.16(a) of the Company Disclosure Schedule contains a list of (i) all bonus, pension, profit sharing, deferred compensation, incentive compensation, stock option, phantom stock, restricted stock, stock appreciation right, retirement, vacation, employment, severance, disability, death benefit, hospitalization or medical or any other material “employee benefit plan,” as defined in Section 3.3 of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), maintained in the United States of America, and (ii) any plan maintained in a foreign jurisdiction providing for post-termination obligations on the part of the Company or any of its Core Subsidiaries, in each case maintained by, or contributed to by, the Company or any of its Subsidiaries providing benefits or compensation to any current or former employee, officer or director of the Company or any of its Core Subsidiaries, or with respect to which the Company or any of its Core Subsidiaries has any obligation or liability, but excluding arrangements required by Law (the plans so listed, collectively, “ Employee Benefit Plans ”). No plans of the type described in clause (i) which are maintained in a foreign jurisdiction have been amended since January 1, 2010 in a manner which materially increases the payment obligations of the Company or any of its Core Subsidiaries thereunder.

(b) True, complete and correct copies have been made available to Investor of, (i) all documents constituting such Employee Benefit Plans, (ii) the most recent annual report on Form 5500 and accompanying schedules filed with the Internal Revenue Service (the “ IRS ”) with respect to each Employee Benefit Plan (if any such report was required), (iii) the most recent summary plan description for each Employee Benefit Plan for which such summary plan description is required (and any summary of material modifications thereto), (iv) the most recent certified financial statement for each Employee Benefit Plan for which such a statement is required, and (v) for each Employee Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code, the most recent IRS determination letter issued with respect to such Employee Benefit Plan.

(c) Except as set forth on Schedule 5.16(c) , no Employee Benefit Plan is (i) a “multiemployer plan” within the meaning of Section 3(37) of ERISA, (ii) subject to Title IV of ERISA, or (iii) subject to the minimum funding standards of Section 412 of the Code or Section 302 of ERISA. The actuarial present value of all vested and nonvested benefits under each Employee Benefit Plan that is subject to Title IV of ERISA does not exceed the fair market value of the assets of such Employee Benefit Plan as of the most recent valuation date for such plan (calculated in accordance with the assumptions used in such valuation) by more than $150,000,000.

(d) No Employee Benefit Plan provides, or reflects or represents any liability to provide, any benefits (including, without limitation, death, medical or other non-pension benefits), whether or not insured, with respect to any former or current employee, or any spouse or dependent of any such employee, beyond the employee’s retirement or other termination of employment with the Company and its Subsidiaries other than (i) coverage mandated by Part 6 of Title I of ERISA or Section 4980B of the Code, (ii) retirement or death benefits under any plan intended to be qualified under Section 401(a) of the Code, (iii) disability benefits that have been fully provided for by insurance under an Employee Benefit Plan that constitutes an “employee welfare benefit plan” within the meaning of Section (3)(1) of ERISA, or (iv) deferred compensation or benefits in the nature of severance pay with respect to one or more of the plans or employment contracts set forth on Section 5.16(a) of the Company Disclosure Schedule.

(e) The execution and delivery by the Company of this Agreement does not, the execution and delivery of any other Transaction Documents to which the Company is a party will not, and the consummation of the Transaction and compliance with the terms hereof and thereof will not, either alone or in conjunction with any other event (other than any event that independently triggers the results in the following clauses (i) - (ii) of this Section 5.16(e) ), (i) entitle any current employee, officer or director of the Company or any of its Subsidiaries to severance pay or any similar payment, (ii) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Employee Benefit Plan, or (iii) directly or indirectly result in any payment made or to be made to or on behalf of any person to constitute a “parachute payment” within the meaning of Section 280G of the Code.

(f) No action, suit or claim (excluding claims for benefits incurred in the ordinary course) is pending or, to the Knowledge of the Company, threatened against or with respect to any Employee Benefit Plan. There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by any Governmental Body with respect to any Employee Benefit Plan.

(g) Each Employee Benefit Plan intended to be qualified under Section 401(a) of the Code either: (i) has obtained a currently effective favorable determination, advisory and/or opinion letter, as applicable, as to its qualified status (or the qualified status of the master or prototype form on which it is established) from the IRS covering the amendments to the Code effected by the Tax Reform Act of 1986 and all subsequent legislation for which the IRS will currently issue such a letter, and no amendment to such Employee Benefit Plan has been adopted since the date of such letter covering such Employee Benefit Plan that would reasonably be expected to adversely affect such favorable determination; or (ii) still has a remaining period of time in which to apply for or receive such letter and to make any amendments necessary to obtain a favorable determination.

(h) Each Employee Benefit Plan has been maintained and administered in compliance with its terms and with the requirements prescribed by all Laws applicable to such Employee Benefit Plan and the Company has complied in all respects with its obligations with respect to each such Employee Benefit Plan; all contributions, reserves or premium payments required to be made or accrued as of the Closing Date to the Employee Benefit Plans have been timely made or accrued; and no “Prohibited Transaction,” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Employee Benefit Plan.

5.17 Environmental Matters .

(a) Except as would not reasonably be expected to result in the Company or any of its Subsidiaries incurring Environmental Liabilities in excess of $1,000,000 individually or $5,000,000 in the aggregate:

(i) the operations of the Company and each of its Subsidiaries have been and are in compliance with Environmental Laws in all material respects, which compliance includes obtaining, maintaining and complying with any Environmental Permits;

(ii) no investigation by a Governmental Body or Proceeding relating to or arising under Environmental Laws is pending or, to the Knowledge of the Company, threatened, against or affecting the Company, any of its Subsidiaries or any real property currently or, to the Knowledge of the Company, formerly owned or operated by the Company, any of its Subsidiaries, or any of their respective predecessors for which any of them would be liable;

(iii) none of the Company, any of its Subsidiaries, or any of their respective predecessors for which any of them would be liable has received any written notice of or has entered into or assumed by Contract (including any

settlement agreement, consent agreement or other similar agreement) or operation of Law or otherwise any obligation, liability, order, settlement, Judgment, injunction or decree that could reasonably be expected to result in the Company and any of its Subsidiaries incurring Environmental Liabilities;

(iv) none of the Company, any of its Subsidiaries, or, to the knowledge of the Company, any of their respective predecessors for which any of them would be liable has received any request for information from a Governmental Body pursuant to CERCLA or any other Environmental Law, that could reasonably be expected to result in the Company or any of its Subsidiaries incurring Environmental Liabilities; and

(v) no facts, circumstances or conditions exist with respect to the Company, any of its Subsidiaries or any property currently or, with respect to the operations of the Company, any of its Subsidiaries or any predecessor for which any of them would be liable, formerly owned, operated or leased by the Company or any of its Subsidiaries or any predecessor for which any of them would be liable, or any property to or at which the Company or any of its Subsidiaries transported or arranged for the treatment or disposal of Hazardous Materials, that could reasonably be expected to result in the Company or any of its Subsidiaries incurring Environmental Liabilities.

(b) There are not now and, to the Knowledge of the Company, there have not been any regulated underground storage tanks and associated piping on or at Real Property owned, leased or operated by the Company or any of its Subsidiaries that could reasonably be expected to result in the Company or its Subsidiaries incurring Environmental Liabilities.

(c) There are no (i) landfills or surface impoundments, (ii) materials or equipment containing polychlorinated biphenyls at concentrations equal to or greater than 50 parts per million, or (iii) asbestos or asbestos-containing materials (meaning material containing greater than one percent asbestos by weight) in friable form, present on or at any real property owned or operated by the Company or any of its Subsidiaries that are in violation of any Environmental Laws.

(d) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, transported or arranged for the transportation, treatment or disposal of Hazardous Materials at any property or facility that is listed or, to the Knowledge of the Company, proposed for listing in the National Priorities List or any similar list compiled by a Governmental Body.

(e) None of the Company, any of its Subsidiaries or any Former Non-Core Business or any predecessor for which any of them would be liable has designed, manufactured, sold, marketed, installed, distributed or repaired products or other items containing asbestos.

(f) The Company and its Subsidiaries have made available to Investor copies of all material reports, studies, correspondence and documents relating to Environmental Liabilities and the compliance with Environmental Laws, in each case with respect to the Company and any of its Subsidiaries.

5.18 Tax Matters .

(a) The Company and each of its Subsidiaries have timely filed, or have caused to be timely filed on their behalf, all federal and other material Tax Returns required to be filed by them, and all such Tax Returns are true, complete and accurate in all material respects. The Company and each of its Subsidiaries have timely paid all Taxes for which they are liable other than to the extent the failure to timely pay individually or in the aggregate, would not reasonably be expected to result in a Material Impact.

(b) The Company and each of its Subsidiaries has complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes from employees and other persons.

(c) There are no Encumbrances for Taxes (other than for current Taxes not yet due and payable or that may thereafter be paid without penalty or that are being contested in good faith by appropriate proceedings) on the assets of the Company or any of its Subsidiaries.

(d) The Company was not a United States real property holding corporation as determined pursuant to Treasury Regulations Section 1.897-2(b)(2) as of December 31, 2010, the Company’s most recent determination date.

(e) Neither the Company nor any of its Subsidiaries has been the “distributing corporation” or the “controlled corporation” (in each case, within the meaning of Section 355(a)(1) of the Code) with respect to a transaction described in Section 355 of the Code within the three (3)-year period ending as of the date of this Agreement.

(f) Neither the Company nor any of its Subsidiaries (i) has been a member of any affiliated group filing a consolidated Tax Return (other than a group the common parent of which was the Company or any of its Subsidiaries) or of any affiliated, consolidated, combined, or unitary group, as defined under applicable state, local or foreign Law (other than a group the common parent of which was the Company or any of its Subsidiaries) or (ii) has any material liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign Law) or under any tax sharing agreement, tax indemnification agreement, or other similar agreement.

(g) No material written claim or deficiency for any Taxes has been asserted against the Company or any of its Subsidiaries which has not been resolved and/or paid in full.

(h) There are no material pending Tax audits or examinations of any Tax Returns of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, which waiver is material and still outstanding.

(i) Since December 31, 2008, neither the Company nor any of its Subsidiaries has engaged in a “reportable transaction,” as set forth in Treasury Regulation Section 1.6011-4(b)(1).

(j) There are no jurisdictions, in which the Company or any of its Subsidiaries does not file Tax Returns, that have asserted any claim that the Company or any its Subsidiaries is obligated to so file.

(k) For purposes of this Agreement:

“ Tax ” or “ Taxes ” means (a) all U.S. federal, state, local, non-U.S. and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, withholding, social security, housing fund, payroll, employment, excise, severance, stamp, occupation, premium, property, asset, windfall profits, value added, customs, duties, escheat taxes, fees and other governmental charges imposed by any Governmental Body or other taxes of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto, (b) any amounts described in clause (a) above owed by another party for which a taxpayer is liable pursuant to any statute or regulation imposing joint or several liability to taxpayers filing consolidated, combined, unitary or other similar Tax Returns and (c) any amounts described in clauses (a) or (b) above for which a taxpayer is liable pursuant to a tax indemnification agreement, tax sharing agreement, tax allocation agreement or other similar agreement.

“ Tax Return ” means all Federal, state, local, provincial and foreign Tax returns, including any schedules and amendments thereto.

5.19 Products . There are no liabilities for product returns other than those arising in the ordinary course of the Company’s business. Since January 1, 2009, none of the products sold by the Company or any of its Core Subsidiaries have been the subject of a manufacturer’s product recall or post-sale warning of a material nature. There are no material pending or, to the Knowledge of the Company, threatened claims in writing for (a) product returns, (b) warranty obligations or (c) product services other than in the ordinary course of business which would not, individually or in the aggregate at March 31, 2011, result in costs, expenses or obligations to the Company and its Subsidiaries in excess of the Company’s reserves for returns, warranty obligations and product services as reflected in the Interim Balance Sheet.

5.20 Customers and Suppliers . Section 5.20 of the Company Disclosure Schedule sets forth the ten largest customers by revenue and the ten largest suppliers by expenditure of the Company and its Core Subsidiaries, for each of North America, Europe and Australia, for the calendar year ended December 31, 2010, and includes the net sales or purchases by the Company and its Core Subsidiaries attributable to each such customer or supplier for such period. No such customer has, since December 31, 2010, materially reduced purchases from the Company or any of its Core Subsidiaries, or cancelled, terminated or renegotiated the pricing terms of any Material Contract with the Company or threatened the Company or any of its Core Subsidiaries in writing of an intention to seek to do so. No such supplier or vendor has, since December 31, 2010, materially decreased or limited its services, supplies or materials to the Company or any of its Core Subsidiaries, or cancelled, terminated or otherwise renegotiated pricing terms of any Material Contract with the Company or notified or threatened the Company or any of its Core Subsidiaries in writing of an intention to seek to do so.

5.21 Inventory . The inventory of the Company and its Core Subsidiaries consists of items of a quantity and quality useable and/or saleable in the ordinary course of business, except for defective, damaged or obsolete items and items below standard quality, all of which (i) to the extent they were on hand on the date of the Interim Balance Sheet, have been written down to estimated realizable market value or (ii) to the extent they have been manufactured or acquired since the date of the Interim Balance Sheet or have been damaged or become obsolete since that date, do not constitute a material portion of the Inventory either in quantity or value. All inventory not written off has been valued at the lower of cost or net realizable value. The quantities of each item of inventory (whether raw materials, work-in-process, or finished goods) are not excessive, but are reasonable in the present circumstances and consistent with past practices of the Company.

5.22 Affiliate Transactions . No officer, director, securityholder or Affiliate of the Company or any of its Subsidiaries (or any Relative (as defined in the Amended and Restated Articles) of any such Person) is, or holds an interest in an entity that is, a party to any current agreement, contract, commitment or transaction with the Company or any of its Subsidiaries (except compensation paid to officers, directors and employees of the Company or any of its Subsidiaries in the ordinary course of business) or has any interest in any property or asset of the Company.

5.23 Books and Records . The books and records of the Company and each of its Subsidiaries, all of which have been made available to Investor, are accurate and complete in all material respects and reflect, in reasonable detail, the transactions, assets and liabilities of the Company and each of its Subsidiaries, as applicable.

5.24 Absence of Certain Payments . Neither the Company, nor any director, officer, agent, employee or other Person associated with or acting on behalf of the Company, has used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, or made any direct or indirect unlawful payments to government officials or employees, or to employees or other representatives of customers, suppliers or others with which the Company has a business relationship, from corporate funds, or established or maintained any unlawful or unrecorded funds.

5.25 Brokers . Except for Piper Jaffray, there is no investment banker, broker, finder or other intermediary entitled to any fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements or agreements made by or on behalf the Company or any of its Subsidiaries.

ARTICLE VI.

REPRESENTATIONS AND WARRANTIES OF THE INVESTORS

Except as otherwise set forth in writing in appropriately corresponding sections of the Investor Disclosure Schedule, each Investor hereby represents and warrants to the Company:

6.1 Organization and Good Standing . Such Investor is a limited partnership or limited liability company duly organized, validly existing and in good standing under the Laws of Delaware and has all necessary partnership power and authority and possesses all Governmental Authorizations necessary to enable it to carry on its business as presently conducted and to own and lease the assets and properties which it owns and leases.

6.2 Power and Authorization; Enforceability .

(a) Such Investor has all requisite right, power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is, or is specified to be, a party (collectively, the “ Investor Transaction Documents ”), to perform its obligations hereunder and thereunder and to carry out the transactions contemplated hereby and thereby. All necessary action has been taken by such Investor to authorize the execution, delivery and performance by it of this Agreement and each other Investor Transaction Document. Such Investor has duly executed and delivered this Agreement and, at or prior to the Closing, will have duly executed and delivered each other Investor Transaction Document.

(b) This Agreement is, and each other Investor Transaction Document, when duly executed and delivered at or prior to the Closing by such Investor, will be, the legal, valid and binding obligation of such Investor, enforceable against such Investor, in accordance with its respective terms, except as enforceability of such obligations may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws now or hereafter in effect relating to or limiting creditors’ rights generally and general principles of equity relating to the availability of specific performance and injunctive and other forms of equitable relief.

6.3 No Brokers . There is no investment banker, broker, finder or other intermediary entitled to any fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements or agreements made by or on behalf of such Investor or any of its Affiliates or subsidiaries.

6.4 Investment . Such Investor is acquiring Shares and Bridge Notes for its own account, for investment only, and not with a view to any resale or public distribution thereof. Such Investor shall not offer to sell or otherwise dispose of such Shares or Bridge Notes in violation of any Laws applicable to any such offer, sale or other disposition. Such Investor acknowledges that (a) such Shares and Bridge Notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws and the certificates for the Shares and the Bridge Notes shall bear a legend to that effect, (b) there is no public market for such Shares and Bridge Notes and there can be no assurance that a public market shall develop, and (c) it must bear the economic risk of its investment in such Shares and Bridge Notes for an indefinite period of time. As of the Closing, such Investor will be an “Accredited Investor” within the meaning of the Securities and Exchange Commission Rule 501 of Regulation D of the Securities Act of 1933, as presently in effect.

6.5 Funding . Such Investor has, or as of the Closing will have, sufficient funds to perform its obligations under this Agreement.

ARTICLE VII.

CERTAIN COVENANTS OF THE PARTIES

7.1 General . Each of the parties hereto shall use its commercially reasonable efforts to take all action and to do all things necessary, proper or advisable in order to consummate and

make effective the Transaction as promptly as reasonably practicable, including (a) satisfaction, unless waived by the party to whose benefit they would otherwise accrue, of the closing conditions set forth in Article VIII below, (b) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Transaction or the performance of the obligations of any party hereto in connection therewith, (c) obtaining, delivering or effecting any waivers, modifications, permits, consents, approvals, authorizations, qualifications, notices, registrations and filings as are required in connection with the consummation of the Transaction, and (d) the execution and delivery of such instruments and the taking of such other actions, including the furnishing to each other party hereto of assistance or information, as the other party hereto may reasonably require in order to carry out the intent of the Transaction.

7.2 Conduct of Business by the Company . From the date of the Agreement through the earlier of the termination pursuant to Article X of this Agreement and the Closing Date (the “ Pre-Closing Period ”), or as Onex may otherwise approve in writing or as otherwise expressly contemplated or required by this Agreement or the Transaction Documents, the Company shall, and shall cause its Subsidiaries to: (i) conduct its business in the ordinary course consistent with past practice; (ii) exercise commercially reasonable efforts to preserve the goodwill of the customers to the business and maintain its business relationships with lessors, licensors, suppliers, vendors, customers and employees; (iii) give, or cause to be given, to Onex and its Representatives during normal business hours, reasonable access to the personnel, properties, titles, contracts, books, records, files and documents of the Company and its Subsidiaries; (iv) maintain its books, accounts and records in the ordinary cause of business consistent with past practice; and (v) timely file all material Tax Returns and pay all Tax liabilities when due. Without in any way limiting any of the foregoing, except as set forth in Section 7.2 of the Company Disclosure Schedule or as otherwise expressly contemplated by the terms of the Transaction Documents and except as Onex may otherwise approve in writing or as otherwise expressly contemplated or required by this Agreement, the Company shall not, and shall cause each of its Subsidiaries not to:

(a) amend, or propose any amendment or change to its articles of incorporation, bylaws or other organizational documents, as applicable;

(b) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of the Company’s or its Subsidiaries’ securities (other than distributions or payments to the Company or one of its Subsidiaries) or redeem, purchase or otherwise acquire any of the Company’s securities, except for any repurchases of stock (i) from the ESOP to the extent necessary to satisfy distributions that the ESOP is required to make under the Company’s plan or to the extent required by law from any ESOP distributees and (ii) repurchases that are set forth on Section 7.2(b) of the Company Disclosure Schedule;

(c) make any capital contribution (other than capital contributions consisting solely of Non-Core Assets) or loan to any Non-Core Subsidiary (except to the extent such capital contribution or loan is made from any Non-Core Subsidiary), or enter into any agreement between the Company and any Core Subsidiary, on the one hand, and any Non-Core Subsidiar(ies), on the other hand, other than loans as part of the routine cash management of the Company and its Subsidiaries in the ordinary course of business consistent with past practice;

(d) issue or sell any of its equity securities or any securities convertible into or exchangeable for any of its equity securities;

(e) acquire equity securities of or, except for purchases in the ordinary course of business, assets of any Person or otherwise make an investment in or a loan to any Person (except as provided in Section 7.2(h)(B) and except for intercompany loans among the Company and its Subsidiaries as part of the routine cash management of the Company and its Subsidiaries in the ordinary course of business consistent with past practice);

(f) be party to any sale, assignment, transfer, hypothecation, conveyance, lease or other disposition of any material asset or property of the Company or any of its Subsidiaries, or any merger, consolidation or other business combination (other than Permitted Non-Core Asset Sales);

(g) change the independent accountants of the Company or make any change in any method of accounting or accounting practice or policy other than as required by GAAP or applicable Law;

(h) increase the compensation or benefits payable or to become payable to, or grant any bonuses or salary increase to, any of its officers, directors, employees, agents or consultants, enter into or amend any employment, severance, consulting, termination or other agreement or Employee Benefit Plan, or make or amend any loans to any of its officers, directors, employees, affiliates, agents or consultants or make any change in its existing borrowing or lending arrangements for or on behalf of any of such Persons pursuant to an employee benefit plan or otherwise (in each case other than (A) general increases in compensation or benefits to employees (other than executive officers of the Company) that are made in the ordinary course of business consistent with past practice; (B) employee advances in the ordinary course of business consistent with past practice; (C) bonus payments in the ordinary course of business and consistent with past practice; (D) new hires for non-executive positions in the ordinary course of business consistent with past practice; (E) as required by applicable Law, or as reasonably necessary to comply with (and prevent the imputation of any tax, penalty or interest under) Section 409A of the Code; and (F) the issuance of the Stock Settled Stock Appreciation Rights approved by the Board of Directors in February 2011 on such terms as have been disclosed to the Investors in writing prior to the date hereof);

(i) create or assume any mortgage, pledge or Encumbrance (other than (A) a Permitted Encumbrance, (B) as required by applicable Law, (C) contracts, agreements or commitments entered into in the ordinary course of business consistent with past practice, or (D) in connection with the transactions contemplated by the Refinancing), on any material assets or properties, tangible or intangible, of the Company;

(j) make, cancel or modify any loan, advance or capital contribution to, or investment in, or enter into any agreement or transaction with, any officer, director, employee or shareholder of the Company or any entity, firm or business in which any such Person has a direct or indirect material interest other than by virtue of being a shareholder of the Company;

(k) enter into a material amendment of or terminate, relinquish or fail to renew a Material Contract, or enter into any contract which, if in existence on the date of this Agreement, would have been a Material Contract, other than in the ordinary course of business consistent with past practice or as required to comply with applicable Law;

(l) make, change or terminate any material election relating to the computation or reporting of Tax or of income for Tax purposes;

(m) fail to pay any material liabilities arising out of the operations of the businesses of the Company and each of its Subsidiaries in the ordinary course of the Company’s business, consistent with past practice, except with respect to any liabilities being contested in good faith by the Company or any of its Subsidiaries;

(n) make any individual material capital expenditure not reflected in the Company’s 2011 budget as in effect on the date hereof (a copy of which has been disclosed to the Investors in writing prior to the date hereof);

(o) grant or make any Company Guarantee;

(p) accelerate or delay collection or payment, as applicable, of any accounts or other receivables or payables in advance of or beyond their regular due dates or the dates when the same would have been collected or paid in the ordinary course of business consistent with past practice; or

(q) agree or commit to do any of the actions set forth in clauses “(a)” through “(p)” above.

7.3 Hart-Scott-Rodino and other Antitrust Law Filings .

(a) Prior to the date hereof, the Company and the Investors (or their respective ultimate parent entities) have made the pre-Transaction filings with the Antitrust Authorities set forth on Schedule 7.3 hereto. Until the Closing Date, the Company and the Investors shall file all additional reports with the Antitrust Authorities listed on Schedule 7.3 hereto as either Onex or the Company determines in good faith are required under the Antitrust Laws or requested or required by the Antitrust Authorities under the Antitrust Laws, and will comply promptly with any requests by the Antitrust Authorities for additional information concerning the Transaction. Subject to Section 11.1 , the Company and Onex shall each pay fifty percent (50%) of all filing fees required in connection with any filing required under the Antitrust Laws, and the Investors and the Company agree to use commercially reasonable efforts to insure that any applicable waiting periods imposed under the Antitrust Laws terminate or expire as early as practicable. Without limiting the foregoing, the Company and the Investors agree to use commercially reasonable efforts to cooperate and oppose any preliminary injunction sought by any Governmental Body preventing the consummation of the transactions contemplated by this Agreement. However, none of the Investors or the Company (or any of their respective Affiliates) shall be required by this Section 7.3 to agree or consent to divest or hold separate any asset or business or agree to any material limitation on the conduct of their business.

(b) The Company and the Investors shall cause their respective counsel to furnish each other such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of additional filings or submissions under the provisions of the Antitrust Laws made in accordance with Section 7.3(a) . The Company and the Investors will cause their respective counsel to promptly provide each other copies of all correspondence, filings or written communications by or to such party or its Affiliates with or from any Governmental Body or staff members with respect to the transactions contemplated by this Agreement and any related transactions, except for (i) documents filed pursuant to Item 4(c) of the Hart-Scott-Rodino Notification and Report Form or communications regarding the same documents, (ii) information submitted in response to any request for additional information or documents pursuant to the Antitrust Laws which reveal the Company’s or the Investors’ negotiating objectives or strategies or purchase price expectations or (iii) information relating to businesses and investments of Investor’s Affiliates.

7.4 Financial Statements .

(a) Promptly after the statements become available, the Company shall deliver to the Investors: (i) unaudited financial statements of the Company and its Subsidiaries reviewed by PriceWaterhouseCoopers LLP for the three month period ending March 31, 2011 (the “ Company Q1 Unaudited Financial Statements ”), (ii) unaudited financial statements of the Company and its Subsidiaries reviewed by PriceWaterhouseCoopers LLP for the three month period ending June 30, 2011 and for each quarterly period thereafter that concludes no later than fifty-five (55) days prior to Closing; (iii) monthly financial statements of JELD-WEN, inc. and its Subsidiaries as prepared by the Company’s management for its internal purposes for each monthly period that concludes after June 30 but no later than twenty-five (25) days prior to Closing; and (iv) monthly financial statements of the Company and its Subsidiaries as prepared by the Company’s management for its internal purposes for each monthly period that concludes after June 30 but no later than thirty-five (35) days prior to Closing.

(b) The financial statements to be delivered by the Company pursuant to Section 7.4(a) shall be delivered (i) with respect to the Company Q1 Unaudited Financial Statements, within 5 days after the date hereof, (ii) with respect to any quarterly financial statements (for periods ending after March 31, 2011), no later than 45 days after the end of the applicable quarterly period in the case of financial statements for JELD-WEN, inc. and its Subsidiaries, and within 10 days after delivery (or, if earlier, 55 days after the end of such quarterly period) in the case of financial statements of the Company and its Subsidiaries and (iii) with respect to any monthly financial statements, no later than 25 days after the end of the applicable month in the case of financial statements for JELD-WEN, inc. and its Subsidiaries, and within 10 days after delivery (or, if earlier, 35 days after the end of such month) in the case of financial statements of the Company and its Subsidiaries.

(c) The Company will provide the Investors with copies of any financial statement, report, certification or other financial information provided to the lenders (or agent bank on behalf of the lenders) in connection with or pursuant to any Contract or other arrangement giving rise to any indebtedness of the Company or any of its Subsidiaries.

7.5 Exclusivity . From the date of this Agreement until the Closing Date the Company shall not and shall cause its Subsidiaries and its and their respective directors and officers not to, and the Company shall direct its and their stockholders, employees and other representatives not to, directly or indirectly: (i) initiate, solicit, encourage or facilitate (including by way of providing information) the submission or making of any requests, inquiries, proposals or offers that constitute or may reasonably be expected to lead to, any Acquisition Proposal or engage in any discussions or negotiations with respect thereto or otherwise cooperate with or assist or participate in, or facilitate, any such requests. proposals, offers, discussions or negotiations or furnish to any Person any material nonpublic information in furtherance of, any Acquisition Proposal or (ii) approve or recommend, or propose to approve or recommend, an Acquisition Proposal, or enter into any confidentiality agreement, merger agreement, letter of intent, agreement in principle, purchase agreement, option agreement or other agreement providing for or relating to an Acquisition Proposal. “ Acquisition Proposal ” means any acquisition of (w) 5% or more of any class of equity securities of the Company or any of its Core Subsidiaries, (x) any significant portion of the assets (other than Non-Core Assets) of the Company or any of its Core Subsidiaries, (y) any merger, consolidation or other business contribution involving the Company or any of its Core Subsidiaries, or (z) any agreement or proposal with respect to any of the foregoing.

7.6 Further Assurances . Subject to the terms and conditions of this Agreement and the other Transaction Documents, each party hereto shall, from time to time, execute such further instruments and take such other actions as the other party hereto shall reasonably request in order to fulfill its obligations under any of the Transaction Documents, to effectuate the purposes of the Transaction Documents and to provide for the consummation of the Transaction as contemplated hereby.

7.7 Public Announcements . The Company and the Investors agree that no public release or announcement concerning the transactions contemplated by this Agreement and the other Transaction Documents shall be issued by any such party without the prior consent of the other parties hereto (which consent shall not be unreasonably withheld), except as such release or announcement may be required by applicable Laws (including securities laws) or rules or regulations of any Governmental Body or securities exchange, in which case the party required to make the release or announcement shall allow the other parties reasonable time to comment on such release or announcement in advance of such issuance.

7.8 Disclosure Supplements . From time to time prior to the Closing, the Company shall supplement or amend the Company Disclosure Schedule with respect to any matter which, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in the Company Disclosure Schedule or which is necessary to correct any information in such Company Disclosure Schedule which has been rendered inaccurate by an event, condition, fact or circumstance occurring after the date of the Agreement. The Company shall promptly notify Investor in writing of the supplement or amendment of the Company Disclosure Schedule. No such supplement shall be taken into account for purposes of Section 8.2 or, except as expressly provided therein, Section 9.1 .

7.9 Cash Proceeds . If, at any time during the Pre-Closing Period, the Company receives payments of funds that would, if received after the Closing Date, be “Available Cash

Proceeds” as such term is defined in the Bridge Notes (“ Pre-Closing Cash Proceeds ”), then the Initial Bridge Principal Amount (and accordingly, the Purchase Price) shall be reduced, on a dollar-for-dollar basis, by the amount of such Pre-Closing Cash Proceeds (but not by more than $188,878,552).

7.10 Information Rights .

(a) So long as the Investors continue to hold (directly or together with their Affiliates) shares representing at least five percent (5%) of the Common Stock (on an as converted, fully-diluted basis) the Company will furnish to the Investors (i) all financial statements and reports it or any of its Subsidiaries is required to deliver to its lenders concurrent with the delivery of those materials to its lenders; (ii) as soon as practicable after the end of each month, a monthly financial report containing a summary of financial information in a form prepared for and used by management of the Company on an operating basis and which will include a consolidated income statement, capital expenditures, month-end balances for total indebtedness, cash, and cash equivalents, quarter -to-date calculations (“ Monthly Reports ”); (iii) as soon as practicable after the end of each fiscal quarter, (A) an unaudited consolidated balance sheet as at the end of such quarter, and (B) unaudited consolidated statements of income, retained earnings and cash flows for such quarter, prepared in accordance with GAAP consistently applied, in reasonable detail and certified by the principal financial or accounting officer of the Company, in each case reviewed by the Company’s auditors (“ Quarterly Reports ”); (iv) as soon as practicable after the end of each fiscal year, (A) an audited consolidated balance sheet as at the end of such year, and (B) audited consolidated statements of income, retained earnings and cash flows for such year, prepared in accordance with GAAP consistently applied, in reasonable detail and accompanied by an unqualified opinion of the Company’s auditors (“ Annual Reports ” ) and (v) such other information as an Investor may reasonably request from time to time for purposes of its and its Affiliates’ public reporting and investor reporting, or otherwise with respect to the business and affairs of the Company and its Subsidiaries (such information shall be provided on a schedule specified by such Investor from time to time, which may be more expedited than that contemplated by clause Section 7.10(b) below). All financial reports furnished to Investors pursuant to the preceding sentence shall include comparisons to the comparable periods during the preceding year and year-to-date calculations. In addition, within five (5) days after delivery of any Quarterly or Annual Report, the Company shall deliver to investors a narrative (MD&A) description of the financial performance covered by the report, including year-to-date and year-over-year performance generally and against budget, by geographic region. The Company’s annual financial statements shall be audited by, and quarterly financial statements reviewed by, a firm of registered public accountants that is independent with respect to the Company and its Affiliates under the standards applicable to public companies under United States and Canadian securities laws.

(b) The Annual, Quarterly and Monthly Reports required to be delivered by the Company under Section 7.4(a) shall be provided in respect of JELD-WEN, inc. and its Subsidiaries, within the following time-frames:


Fiscal Year	Report	Timing

2011	Annual	Within 90 days of year-end
	Quarterly	Within 45 days of quarter-end
	Monthly	Within 25 days of month-end

2012	Annual	Draft within 45 days of year-end
		Final within 90 days of year-end
	Quarterly	Within 45 days of quarter-end
	Monthly	Within 25 days of month-end

2013 and thereafter	Annual	Within 45 days of year-end
	Quarterly	Within 35 days of quarter-end
	Monthly	Within 25 days of month-end

In addition, the Company shall provide all such reports with respect to the Company and its Subsidiaries as soon as such reports become available, but in any event by no later than 10 days after delivery to the Investors of the corresponding report for JELD-WEN, Inc. and its Subsidiaries by the Company, or if earlier, 10 days after the date such JELD-WEN, Inc. report is required to be delivered hereunder.

7.11 Intercompany Balances and Cash Management . Effective as of, and from and after the Closing, the Company shall take appropriate actions to ensure that no payments, credits, settlements, offsets, forgiveness or other adjustments of, or in respect of, Intercompany Account Balances that are not Post-Closing Intercompany Account Balances are made or recorded thereafter. From and after the Closing, the Company shall continue to manage its cash in the ordinary course of business in a manner consistent with past practices, and shall establish and maintain a separate tracking account to record the Post-Closing Intercompany Account Balances outstanding at any time and from time to time after the Closing as well as all Intercompany Nonreimbursable Cash Management Transactions; provided , that in no event shall the Company or any of the Core Subsidiaries directly or indirectly in any manner provide funding to any Non-Core Subsidiary or Non-Core Asset within the Company or any Core Subsidiary to the extent that providing such funding would result in a Negative Intercompany Balance in excess of $5,000,000. In the event of any Company Sale (as defined in the Amended and Restated Articles) or Liquidation (as defined in the Amended and Restated Articles) or any redemption of the Investors’ (or their permitted transferees’) equity interests in the Company, the amount payable to the Investors or their permitted transferees shall be increased to the amount that would have been so payable had the aggregate amount payable to equity holders in such Company Sale or Liquidation, or the equity value of the Company taken into account in such redemption, been increased by the amount of any Negative Intercompany Balance as of the consummation of the applicable transaction.

7.12 Final Articles . As soon as practicable following the determination of the Final Per Share Purchase Price and Series A Initial Investment Amount, the Company and Onex will take all necessary actions to cause the Final Articles to be approved by the shareholders of the Company (including in the case of Onex, causing the Investors to vote to approve the Final Articles) and filed with the Secretary of State of the state of Oregon, with the definition of

“Equity Constant” to be an amount equal to the Final Per Share Purchase Price and the definition of “Series A Initial Investment Amount” to be an amount equal to the Series A Initial Investment Amount.

7.13 Segregation of Non-Core Assets . From and after the date hereof through the Closing, the Company shall use its commercially reasonable efforts to cause any Non-Core Assets held by the Company or any Core Subsidiary to be assigned, contributed or otherwise transferred to a Non-Core Subsidiary and shall be permitted to form one or more new Non-Core Subsidiaries wholly owned by the Company in connection therewith; provided , that any such assignment, contribution or other transfer may only be effected in a tax-free manner that would not increase the Tax liability, or decrease the Tax attributes, of the Company or any of its Affiliates except to the extent otherwise consented to in writing by Onex and the Company.

7.14 Management Agreements . Onex intends to negotiate in good faith employment agreements with Roderick Wendt and such other members of management as may be determined by Onex, in each case on terms and conditions mutually satisfactory to the applicable individual and Onex. Any agreements that are in a form mutually satisfactory to the applicable individual and Onex will be submitted to the Preferred Committee for approval at or shortly following the Closing.

7.15 Indemnification of Directors and Officers .

(a) The Company agrees that for a period of six (6) years after the Closing, it will not amend, repeal or modify any provision in its articles of incorporation or bylaws relating to exculpation or indemnification of present or former directors, officers and fiduciaries, it being the intent of the parties that the present and former directors, officers and fiduciaries of the Company and fiduciaries of any Employee Benefit Plan prior to the Closing shall continue thereafter to be entitled to the exculpation and indemnification provided in the articles of incorporation or bylaws to the fullest extent permitted under applicable Law.

(b) For six (6) years from the Closing Date, the Company shall obtain and maintain officer’s and directors’ and fiduciaries’ liability insurance covering the Persons who are presently covered by the Company’s officers’ and directors’ and fiduciaries’ liability insurance policy with respect to actions and omissions occurring prior to the Closing (which coverage may be provided under a policy or policies covering the Company’s current directors and officers), on terms which are at least as favorable as the terms of such insurance in effect for the Company on the date hereof to the extent reasonably available and from an insurer or insurers having claims paying ratings no lower than the Company’s current insurer to the extent reasonably available, provided that the Company shall not be required to incur annual premium or other expenses for such coverage in excess of 200% of the annual premium for such coverage in 2010.

(c) If the Company or any of its successors or assigns shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, proper provisions shall be made so that such successors and assigns shall assume all of the obligations set forth in this Section 7.15 .

(d) From and after the Closing, the provisions of this Section 7.15 are intended to be for the benefit of, and will be enforceable by, each of the present directors of the Company.

7.16 Use of Proceeds . The Company intends to, and at or after Closing, shall (i) use no more than $100,000,000 of the proceeds of the Purchase Price for the redemption of shares of Common Stock, pursuant to a tender offer to all holders of Common Stock providing for pro rata acceptance for purchase of tendered shares (with the ability to over subscribe) at a price of no more than the Final Per Share Purchase Price per share of Common Stock (the “ Tender Offer ”), and (ii) use the remaining amounts of the proceeds of the Purchase Price, after payment of expenses in connection with this Transaction, for repayment of indebtedness, related make whole fees and general corporate purposes described on Section 7.16 of the Company Disclosure Schedule. In determining shares to be purchased in the Tender Offer, the Company shall be permitted to employ procedures designed to accomplish the following: (i) each shareholder who tendered shares in the Tender Offer and remains a shareholder after the Tender Offer holds at least 100 shares after the Tender Offer and (ii) for any tendering shareholder who has an outstanding loan from the Company, the purchase of shares in the Tender Offer does not result in the stock collateral associated with the shareholder’s loan to be below the required amount; provided , that the such procedures shall be subject to Onex’s prior consent, not to be unreasonably withheld or delayed. Prior to making any communication to holders of Common Stock in connection with the Tender Offer, the Company shall provide Onex and its counsel a reasonable opportunity to review and comment on such communication, and the Company shall not make communication without Onex’s consent, not to be unreasonably withheld or delayed. The Company shall conduct the Tender Offer in compliance with all applicable Laws. The Company may not accept shares of Common Stock for payment pursuant to the Tender Offer to the extent after giving effect thereto the parties to the Shareholders Agreement will not own a majority of the outstanding Common Stock.

ARTICLE VIII.

CLOSING CONDITIONS

8.1 Conditions to Obligations of the Company . The obligation of the Company to consummate and effect the Transaction shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, by the Company:

(a) Representations and Warranties . Each representation and warranty of Investor and Onex contained in this Agreement (i) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, except for those representations and warranties which addressed matters only as of a particular date prior to the date hereof (which representations shall have been true and correct as of such particular date).

(b) Agreements and Covenants . Each of Investor and Onex shall have performed and complied with all of its covenants hereunder in all material respects through and at the Closing.

(d) Closing Certificate . Investor shall have delivered to Company a certificate to the effect that each of the conditions specified above in Sections 8.1(a) thru (c) is satisfied in all respects.

(e) Certificate of Secretary . Investor shall have delivered to the Company a certificate, dated as of the Closing Date, signed by the Secretary or any Assistant Secretary of Investor, attesting to the completion of all necessary corporate action by Investor to execute and deliver this Agreement and the Investor Transaction Documents and to consummate the transactions contemplated hereby and thereby, and including copies of all corporate resolutions required in connection with this Agreement or any other Investor Transaction Document.

(f) Governmental and Third Party Consents . The Company shall have obtained the governmental consents as either Onex or the Company determine in good faith are required, and all applicable waiting periods (and any extensions thereof) shall have expired or otherwise been terminated, under the HSR Act and any other Antitrust Laws listed on Schedule 8.1(f) .

8.2 Conditions to Obligations of the Investors . The obligation of the Investors to consummate and effect the Transaction shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, by the Investors:

(a) Representations and Warranties . The representations and warranties of the Company contained in Sections 5.2 , 5.3(a)(i)(A) , 5.4(a) , 5.22 , and 5.26 shall be true and correct as of the Closing Date (except to the extent such representations and warranties are expressly made only as of a specific date, in which case as of such specific date). Each other representation and warranty of the Company contained in this Agreement shall be true and correct in all respects as of the Closing Date as though made on such date (except to the extent such representations and warranties are expressly made only as of a specific date, in which case as of such specific date), except where the failures to be so true and correct (for this purpose disregarding any qualification or limitation as to Company Material Adverse Effect or Material Impact) do not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(b) Agreements and Covenants . The Company shall have performed and complied with all of its covenants hereunder in all material respects through and at the Closing.

by this Agreement or (ii) cause any of the transactions contemplated by this Agreement to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling or charge shall be in effect).

(e) Closing Certificate . The Company shall have delivered to Investor a certificate to the effect that each of the conditions specified above in Sections 8.2(a) thru (d) is satisfied in all respects.

(f) Certificate of Secretary . Investor shall have received from the Company a certificate, dated the Closing Date, signed by the Secretary or any Assistant Secretary of the Company, attesting to the completion of all necessary corporate action by the Company to execute and deliver this Agreement and the Company Transaction Documents and to consummate the transactions contemplated hereby and thereby, and including copies of the organizational documents of the Company and all corporate resolutions required in connection with this Agreement or any other Company Transaction Document.

(g) Certified Articles; Good Standing Certificates . Investor shall have received from the Company (i) a copy of the Amended and Restated Articles of Incorporation of the Company, certified as of or within three (3) Business Days prior to the Closing Date by the Secretary of State of the State of Oregon, and (ii) a certificate dated as of or within three (3) Business Days prior to the Closing Date, as to the good standing of the Company from the Secretary of State of the State of Oregon. The Amended and Restated Articles of Incorporation of the Company shall be in the form of Exhibit A .

(h) Governmental and Third Party Consents . The Company shall have obtained the governmental consents as either Onex or the Company determine in good faith are required, and all applicable waiting periods (and any extensions thereof) shall have expired or otherwise been terminated, under the HSR Act and any other Antitrust Laws listed on Schedule 8.1(f) .

(i) Registration Rights Agreement . The Company shall have entered into the Registration Rights Agreement, in substantially the form of Exhibit B , attached hereto.

(j) Consulting Agreement . The Company shall have entered into the Consulting Agreement, in substantially the form of Exhibit C , attached hereto.

(k) Refinancing . At or prior to the Closing, the Company shall cause JELD-WEN, inc. to (i) enter into a definitive agreement with respect to the Revolver and satisfy on a timely basis all conditions in such definitive agreement, and (ii) arrange and obtain a minimum of $560 million in gross proceeds pursuant to the issuance and sale of Notes in one or more Private Placements for the benefit of JELD-WEN, inc., and enter into a definitive agreement with respect thereto and satisfy on a timely basis all conditions in such definitive agreement (and, to the extent the proceeds of the Private Placement have been held in escrow, obtain the unconditional release of such proceeds to JELD-WEN, inc.) where:

“ Private Placement ” means a private placement offering by JELD-WEN, inc. of Notes, the initial closing date of which is to be on or prior to the Closing Date; and

“ Notes ” shall mean unsecured debt or second lien debt securities of JELD-WEN, inc. that include terms no less favorable than the following: (1) a maximum blended borrowing cost of 15% per annum (inclusive of an original issue discount) and a maximum cash interest rate of 12% per annum; (2) maturity of no less than six (6) years with no required amortization; (3) no equity component; (4) no financial maintenance covenants; (5) carve-outs to restrictive covenants allowing for the purchase of Notes by JELD-WEN, inc., the Company and/or the Investors, the repayment of the Bridge Notes and Permitted Non-Core Asset Sales and (6) if there is a requirement to offer to purchase the Notes or other adverse consequence upon a change of control, the definition of change of control provides an exception for change of control transactions with Affiliates of the Investors; and

“ Revolver ” shall mean a revolving credit facility with one or more banks in a minimum amount of $250 million available from time to time on or after the Closing Date negotiated in good faith by the Company (and the Company and Onex agree to jointly negotiate with the banks (i) the commitment letter and (ii) the final documentation with respect to the Revolver) and that includes the following terms (which are confidential and may not be disclosed to the banks providing or proposing to provide the Revolver): (1) an interest rate grid with a maximum interest rate of LIBOR plus 4.5% per annum (without any “LIBOR Floor”); (2) undrawn commitment fees not exceeding 0.75%; (3) a maturity of no less than 5 years with no amortization required; (4) a sublimit of not less than $75 million for the issuance of standby and commercial letters of credit; (5) minimum availability of at least $100 million denominated in Euros, British Pounds Sterling, Canadian Dollars, Australian Dollars, Danish Krone and other currencies to be determined for borrowings outside the United States; (6) no mandatory prepayments; (7) negative covenants no more restrictive than the negative covenants for the existing revolving credit facility of JELD-WEN, inc. (but in any event without any restrictions on capital expenditures and with exceptions, among others, permitting in a manner reasonably satisfactory to Onex and the Company (w) the Company to purchase Notes, (x) sales of Non-Core Assets, (y) Note Prepayments (as defined in the Bridge Notes) contemplated by the Bridge Notes and the movement of funds to the Company for such Note Prepayments and (z) the movement of funds between guarantor and non-guarantor restricted subsidiaries); (8) financial covenants that are limited to a minimum interest coverage ratio and a maximum leverage ratio, in each case with levels providing at least a 25% cushion in EBITDA above the EBITDA levels set forth in the bank model dated July 22, 2011, subject to customary cure rights, with EBITDA defined in a manner at least as favorable as in the existing revolving credit facility of the company (but at least including add-backs for non-cash charges) and with interest expense defined as to include only cash interest obligations on funded indebtedness, excluding interest or dividends on the Investors’ aggregate investment in the Company; and (9) if there is an event of default upon a change of control, a change of control definition that provides an exception for change of control transactions with Onex.

(l) Working Capital . If the Closing Date is on or prior to August 19, 2011, Working Capital shall be substantially consistent with the Working Capital level as of July 2, 2011 set forth in Exhibit J . If the Closing Date is after August 19, 2011, Working Capital shall be at a historically (seasonally adjusted) normal level for the Company at such time, determined with appropriate reference to the overall sales levels of the Company and its Subsidiaries compared with historical sales and Working Capital levels.

(m) Shareholders Agreement . The holders of more than 50% of the Common Stock outstanding as of immediately prior to Closing shall have executed and delivered the Shareholders Agreement.

(n) Amended Bylaws . The Board of Directors shall have approved the Amended and Restated Bylaws of the Company in the form attached as Exhibit E hereto (“ Amended Bylaws ”).

(o) Opinion of Company Counsel . Investor shall have received from Stoel Rives LLP, Oregon counsel to the Company, an opinion, dated as of the Closing, in the form attached as Exhibit G hereto.

(p) Debt Acceleration . The lenders under the Existing Loan Agreements and any other agreement or arrangement pursuant to which any Consolidated Indebtedness is outstanding prior to the Closing, in each case shall have not accelerated any amount outstanding under such facilities.

(q) Maximum Indebtedness . The excess of Consolidated Indebtedness over Consolidated Cash, in each case calculated as of immediately following the Closing (and after giving pro forma effect thereto, but adjusting Consolidated Cash to add back any Waiver Payments, Incremental Interest Costs, and Notes Escrow Fees), shall be no greater than $545 million.

(r) Minimum EBITDA . The Closing Date TTM EBITDA shall be no less than $130 million.

(s) Consent and Voting Agreements . The holders of more than 50% of the Common Stock outstanding as of immediately prior to Closing shall have executed consent and voting agreements in form and substance reasonably satisfactory to Onex, consenting to and approving the Final Articles, agreeing to vote all shares of Common Stock owned by the applicable holder in favor of the approval and filing of the Final Articles to the extent such additional approval is necessary or advisable under applicable Law, and granting Onex an irrevocable proxy with respect to the approval and filing of the Final Articles.

(t) Preferred Committee . Individuals designated as Preferred Directors by the Investors acquiring Series A Convertible Preferred Stock at Closing shall constitute the Preferred Committee.

(u) Financial Statements . The Company shall have delivered the Company Q1 Unaudited Financial Statements to the Investors, which shall be reasonably satisfactory to the Investors.

(v) Documents . All certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby or to be delivered to Investor will be reasonably satisfactory in form and substance to Investor.

ARTICLE IX.

INDEMNIFICATION

9.1 Indemnification by the Company .

(a) Subject to the terms of this Article IX , the Company shall, severally and not jointly with any other Person, indemnify and hold the Investors, their officers, directors, shareholders, managers, members, employees, agents, representatives, successors and permitted assigns (each such Person, an “ Investor Indemnified Party ”) harmless against and in respect of, and shall reimburse the Investor Indemnified Parties for, any and all losses, costs, expenses, claims, damages, obligations, liabilities, demands or actions, whether or not arising out of third party claims, including, interest, penalties, reasonable attorneys fees and disbursements, court costs and all reasonable amounts paid in investigation, defense or settlement (in accordance with the terms of this Agreement, as applicable) of any of the foregoing (“ Damages ”), which such Investor Indemnified Party has suffered, incurred or become subject to (including indirectly on the basis of its equity interest in the Company as a result of Damages suffered, incurred or become subject to by the Company or any of its Subsidiaries) arising out of, based upon or otherwise in respect of:

(i) any failure of any representation or warranty of the Company made in Article V of this Agreement to be true and correct when made, except to the extent that the circumstance giving rise to such failure ceased to exist as of Closing without the incurrence by the Company or any of its Subsidiaries of any cost or Liability;

(ii) any failure of any representation or warranty of the Company made in Article V of this Agreement to be true and correct as of the Closing Date, except for any variation arising after the date of this Agreement and disclosed in a supplement or amendment pursuant to Section 7.8 , as to which the Company advised the Investor at the time of such supplement that such variation caused the condition set forth in Section 8.2(a) not to be satisfied at the Closing Date;

(iii) any breach or nonfulfillment of any covenant or obligation of the Company under this Agreement to be performed at or prior to the Closing, and any breach or nonfulfillment of any covenant or obligation of the Company under this Agreement to be performed after the Closing resulting primarily from the action or inaction of the Common Directors (as defined in the Amended and Restated Articles) (including, but not limited to, votes and failures to vote as members of the board of directors or of the Common Committee);

(iv) the ownership, operation or disposition of any Non-Core Asset or Non-Core Subsidiary, exclusive of Damages constituting Non-Core Asset Indemnification Payments (as defined in the Bridge Notes);

(v) the ownership, operation or disposition of any Former Non-Core Business, any Person conducting any Former Non-Core Business or the assets used in connection with any Former Non-Core Business;

(vi) the method of allocating investment gains, losses and income among participants under the ESOP and crediting the accounts of certain participants with a specified rate of interest irrespective of the ESOP’s actual investment return in accordance with its terms and corresponding adjustments to the value of participant accounts, or the failure of the ESOP to hold assets in the accounts of participants at least equal to the value of such accounts as determined under the terms of the plan and applicable law;

(vii) arising from the manufacture, sale or distribution of products containing asbestos (A) by the Company or any current or former Subsidiary (including, without limitation, Grossman’s or the Bargain Outlet Division), (B) by any other Person that previously owned and/or operated the real property in Chiloquin, in either case as for which the Company or any of its Subsidiaries is responsible by contract or operation of law or otherwise, or (C) as to which the Company or any of its Subsidiaries is alleged to be responsible by contract or operation of law or otherwise; and

(viii) the Suncadia Guarantee.

(b) For purposes of indemnification pursuant to this Section 9.1 , any qualification of a representation and warranty by materiality, Company Material Adverse Effect, Material Impact or any quantitative threshold (including the language “in excess of $1,000,000 individually, or $5,000,000 in the aggregate” in Section 5.17(a) ) shall not be disregarded and shall be considered in determining whether there has been a failure of any representation or warranty to be true and correct; provided , however , that such qualifications shall be disregarded and not be considered in determining the amount of Damages arising from such a failure to be true and correct.

(c) (i) The Company shall indemnify the Investor Indemnified Parties and hold the Investor Indemnified Parties harmless against and in respect of, and reimburse the Investor Indemnified Parties for, all Specified Tax Damages which such Investor Indemnified Party has suffered, incurred or become subject to (including indirectly on the basis of its equity interest in the Company as a result of Specified Tax Damages suffered, incurred or become subject to by the Company or any of its Subsidiaries). For purposes of this Section, “Specified Tax Damages” shall equal the increased tax liability borne by the Company or any of its Affiliates as a result of a Specified Tax Claim, calculated as the highest marginal federal, state and local tax rate applicable to the entity or entities recognizing the income in the jurisdiction in which any relevant item of income must be taken into account in computing tax liability for the year in which such income is recognized (but assuming for purposes of determining such rate that all such state or local taxes are fully deductible for federal purposes) multiplied by the amount of additional income recognized by the Company or its Affiliates as a result of the Specified Tax Claim; provided , however , that, in calculating the amount of any Specified Tax Damages with respect to the Specified Tax Claim described in clause (b) of the definition thereof, there shall be taken into account the Specified Tax Attributes, to the extent actually available to the Company and its Affiliates in the Tax year in which such Specified Tax Claim arises to reduce the income recognized or tax liability otherwise computed with respect to such Specified Tax Claim. To the extent that the Company has Specified Tax Damages with respect

to the Specified Tax Claim described in clause (b) of the definition thereof and also has Specified Tax Attributes that would have reduced the income recognized or tax liability otherwise computed with respect to such Specified Tax Claim but for a limitation on the utilization of such Specified Tax Attributes in the Tax year in which such Specified Tax Claim arises, the amount by which such Specified Tax Damages would have been reduced but for such limitation (the “ Deferred Tax Damages ”) shall be deferred and, except as provided in Section 9.1(c)(ii) , not taken into account for purposes of indemnification with respect to such Specified Tax Claim.

(ii) On July 30, 2017 (or, if earlier, the date immediately preceding the date on which the Investors sell or otherwise dispose of their equity interests in the Company or the date on which the Company (x) consummates a public offering of equity securities or (y) liquidates or dissolves), the Company shall indemnify the Investor Indemnified Parties and hold them harmless against and in respect of, and reimburse the Investor Indemnified Parties for, the excess, if any, of the Deferred Tax Damages over the amount, if any, by which the Taxes payable by the Company with respect to Tax years 2012, 2013, 2014, 2015 and 2016 (or such shorter period as shall occur before the date specified in the immediately preceding parenthetical phrase in this sentence) were less than such Taxes would have been but for the availability of such Specified Tax Attributes. The amount of Taxes payable by the Company for any period that does not constitute a complete taxable year of the Company shall be determined by treating such period as a complete taxable year and allocating the income, gain, deduction, loss and credits of the Company and its Subsidiaries to such period on a closing of the books basis.

9.2 Indemnification by Investor and Onex . Subject to the terms of this Article IX , each Investor shall indemnify and hold the Company and its Affiliates, and each of their respective officers, directors, managers, members, general partners, limited partners, shareholders, employees, agents, representatives, successors and permitted assigns (each such Person, a “ Company Indemnified Party ”) harmless against and in respect of, and shall reimburse the Company Indemnified Parties for, any and all Damages which such Company Indemnified Party has suffered, incurred or become subject to arising out of, based upon or otherwise in respect of:

(a) any failure of any representation or warranty of such Investor made in Article VI of this Agreement to be true and correct when made or, except as to any variation disclosed by such Investor to the Company in writing as to which such Investors advised the Company that such variation caused the condition set forth in Section 8.1(a) not to be satisfied, at the Closing Date; and

(b) any breach or nonfulfillment by such Investor of any covenant or obligation of such Investors contained in this Agreement.

For purposes of indemnification pursuant to this Section, any qualification of a representation and warranty by materiality shall not be disregarded and shall be considered in determining whether there has been a failure of any representation or warranty to be true and correct; provided , however , that such qualification shall be disregarded and not be considered in determining the amount of Damages arising from such a failure to be true and correct.

9.3 Inter-Party Claims . In order for an Investor Indemnified Party or a Company Indemnified Party (each, an “ Indemnified Party ”) to be entitled to any indemnification pursuant to this Article IX , the Indemnified Party shall notify the other party or parties from whom such indemnification is sought (the “ Indemnifying Party ”) in writing promptly after occurrence of the event giving rise to such Indemnified Party’s claim for indemnification, specifying in reasonable detail the basis of such claim; provided , however , that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure or the indemnification obligations are materially increased as a result of such failure. The Indemnified Party shall thereupon give the Indemnifying Party reasonable access during normal business hours to the books, records and assets of the Indemnified Party which evidence or support such claim or the act, omission or occurrence giving rise to such claim, and the right, upon prior notice during normal business hours, to interview any employee of the Indemnified Party related thereto at a mutually convenient time, subject to the prior execution of a commercially reasonable confidentiality agreement. For avoidance of doubt, any claim for indemnification by an Investor Indemnified Party with respect to a Third Party Claim made solely against the Company or any of its Subsidiaries shall be subject to this Section 9.3 and not to Section 9.4 .

9.4 Third Party Claims .

(a) In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim made by any Person (other than by an Indemnified Party, which claims are addressed in Section 9.3 ) against the Indemnified Party or against the Company if such claim could give rise to a claim by an Investor Indemnified Party against the Company (a “ Third Party Claim ”), such Indemnified Party must notify the Indemnifying Party (with a copy to the Common Committee) in writing of the Third Party Claim (which notice shall specify in reasonable detail the events giving rise to such Third Party Claim) promptly after receipt by such Indemnified Party of notice of the Third Party Claim; provided , however , that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure or the indemnification obligations are materially increased as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party (with a copy to the Common Committee), promptly following the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim.

(b) If a Third Party Claim is made, the Indemnifying Party shall be entitled to participate in the defense thereof. The Indemnifying Party may also assume the defense of any Third Party Claim with counsel selected by the Indemnifying Party. Subject to the foregoing, should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood and agreed that the Indemnifying Party shall control such defense. Notwithstanding the foregoing, the Indemnifying Party shall be liable for the fees and expenses of one (1) outside counsel and any local counsel

reasonably necessary to defend such Third Party Claim (and not any fees and expenses allocated to any internal counsel) employed by the Indemnified Party for any period during which the Indemnifying Party has not expressly assumed the defense thereof by notice to the Indemnified Party (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, (x) all the Indemnified Parties shall reasonably cooperate in the defense or prosecution thereof and (y) it shall be conclusively presumed that such Third Party Claim is subject to indemnification hereunder. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim, and making employees and Representatives available on a mutually convenient basis during normal business hours to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not settle, compromise, discharge or admit any liability with respect to, such Third Party Claim without the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may reasonably recommend and that by its terms (i) obligates the Indemnifying Party to pay the full amount of Damages in connection with such Third Party Claim, (ii) releases the Indemnified Party and its Affiliates completely in connection with such Third Party Claim and (iii) provides for no relief other than monetary damages to be paid as set forth in clause (i) and does not involve an admission or finding of a violation of law or of the rights of any Person; the Indemnifying Party shall not settle or compromise a Third Party Claim on any other basis without the consent of the Indemnified Party.

(c) Notwithstanding any provision herein to the contrary, the Indemnifying Party shall not have the right to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if the claim for which the Indemnifying Party seeks to assume control is asserted directly against the Indemnified Party and (i) seeks an injunction or other equitable remedies against the Indemnified Party or any of its Affiliates (for purposes hereof excluding the Company and any of its Subsidiaries), (ii) involves criminal, regulatory or other governmental enforcement allegations (involving other than a monetary sentence), or (iii) involves a claim which the Indemnifying Party failed or is failing to vigorously prosecute or defend or (iv) is of a nature that presents a conflict of interest between the Indemnified Party and the Indemnifying Party.

9.5 Certain Limitations on Indemnification; Tax Treatment .

(a) The representations, warranties, covenants and agreements of the parties made pursuant to this Agreement, and the rights of the parties to seek indemnification with respect thereto, shall survive the Closing; provided , however , that, except in respect of any claims for indemnification as to which written notice shall have been duly given pursuant to Sections 9.3 or 9.4 prior to the expiration date set forth below, and subject to the other provisions of this Article IX , such representations, warranties, covenants and agreements, and the rights of the parties to seek indemnification with respect thereto, shall expire on the date that is thirty (30) days after the Investors have received the Company’s audited consolidated financial statements as at December 31, 2012 and for the Company’s fiscal year then ended, except that the

representations and warranties contained in Sections 5.2(a) (Power and Authorization) and 5.4 (Capitalization) shall survive indefinitely, the representations and warranties contained in Section 5.17 (Environmental Matters) (but excluding Section 5.17(e) ) shall survive until the date that is sixty (60) months after the Closing Date, and the representations and warranties contained in Section 5.16 (Employee Benefits), Section 5.17(e) (Environmental Matters) and Section 5.18 (Tax Matters) shall survive until 30 days after the expiration of the statute of limitations applicable to the underlying claim (as it may be extended).

(b) Notwithstanding anything to the contrary in this Agreement, the amount of Damages (determined after giving effect to Section 9.7 ) that may be recovered by the Investor Indemnified Parties and the Company Indemnified Parties, as the case may be, pursuant to any and all claims for indemnification made under Section 9.1(a)(i) or 9.1(a)(ii) and 9.2(a) , respectively, shall be limited, individually and in the aggregate, to (i) until the Bridge Note Maturity Date, 15% of the Purchase Price and (ii) after the Bridge Note Maturity Date, the greater of (A) 15% of the Series A Preferred Share Amount plus, if a Note Conversion (as defined in the Bridge Notes) shall have occurred, 15% of the aggregate unpaid principal and interest of the Bridge Notes on the Bridge Note Maturity Date and (B) the lesser of (I) the aggregate amount of unreimbursed claims for indemnification made by an Investor Indemnified Party subject to this Section prior to the Bridge Note Maturity Date and (II) 15% of the Purchase Price less the aggregate amount of indemnification payments made to Investor Indemnified Part(ies) subject to this Section prior to the Bridge Note Maturity Date. In the event that the Investors sell or transfer shares of Common Stock issued or issuable upon the conversion of any Series A Preferred Stock held by them to any Person who is not an Affiliate of Onex, the maximum amount of Damages (determined after giving effect to Section 9.7 ) subject to this subsection (b) that may be recovered by the Investor Indemnified Parties shall be reduced by an amount equal to the product of (A) the maximum amount of Damages subject to this subsection (b) that may be recovered by the Investor Indemnified Parties determined in accordance with clauses (i) or (ii) of this Section, as applicable, and (B) a fraction, (I) the numerator of which is the number of such shares of Common Stock sold or transferred by the Investors and the (II) denominator of which is (1) unless and until a Note Conversion shall have occurred, the aggregate number of such shares of Common Stock acquired by the Investors at the Closing, plus the number of such shares of Common Stock that would be acquired by the Investors were a Note Conversion to occur at the time of determination, or (2) if a Note Conversion shall have occurred, the aggregate number of such shares of Common Stock acquired by the Investors at the Closing Date plus the number of such shares of Common Stock acquired in connection with the Note Conversion; provided that any reduction effected by this sentence shall not apply to a claim for indemnification made prior to such reduction. Claims for indemnification made otherwise than pursuant to Section 9.1(a)(i) , 9.1(a)(ii) or 9.2(a) shall not be subject to, or taken into account for purposes of, this subsection (b).

(c) Notwithstanding anything to the contrary in this Agreement, the amount of Damages (determined after giving effect to Section 9.7 ) that may be recovered by the Investor Indemnified Parties and the Company Indemnified Parties, as the case may be, pursuant to any and all claims for indemnification made under Article IX of this Agreement shall not exceed the Purchase Price.

(d) The Company shall have no obligation to indemnify the Investor Indemnified Parties and the Investors shall have no obligation to indemnify the Company Indemnified Parties against Damages pursuant to Sections 9.1(a)(i) , 9.1(a)(ii) , 9.1(a)(vi) , 9.1(a)(vii) or 9.1(c) unless the aggregate Damages related to all such inaccuracies or breaches, determined after giving effect to Section 9.7 , is greater than $6,000,000 (“ Deductible ”); and then the Investor Indemnified Parties or the Company Indemnified Parties, as the case may be, shall be entitled to indemnification for all Damages in excess of the Deductible.

(e) The indemnification obligations of the Indemnifying Party hereunder shall be reduced by insurance recoveries actually received by the Indemnified Party and by contributions actually received from third parties who share liability for Damages incurred by the Indemnified Party. The Indemnified Parties shall use their commercially reasonable efforts to pursue such recoveries (which efforts shall not require the initiation of litigation).

(f) The parties agree to treat any indemnification payments received pursuant to this Agreement for all Tax purposes as an adjustment to the Purchase Price to the extent permitted by applicable law.

(g) The Company’s indemnification obligations under this Article IX shall be satisfied in cash, except to the extent (w) provided in Section 9.8(e) , (x) that payment in cash could not be made without default under the Company’s principal debt agreements, (y) exceeding 5.0% of TTM EBITDA as of the proposed payment date (excluding for purposes of this clause (y) only, any indemnification payments satisfied with Available Excess Non-Core Cash Proceeds) or (z) that payment in cash would result in a pro-forma Consolidated Indebtedness to TTM EBITDA ratio in excess of 4.75. To the extent not satisfied in cash, the Company shall satisfy its obligation to indemnify the Investor Indemnified Parties with respect to such matter by issuing to the applicable Investor Indemnified Party a number of shares of Common Stock (“ Additional Shares ”) equal to the quotient of (i) the amount of such Damages and (ii) the Common Stock Value as of the time of issuance. The Common Stock Value shall be mutually determined and agreed by the Company and Onex, acting reasonably and in good faith.

(h) The parties agree that (i) for purposes of Sections 9.1(a)(iv) and 9.1(a)(v) , Damages shall not include liabilities that only affect Non-Core Assets and/or Non-Core Subsidiaries, and (ii) for purposes of Section 9.1(a)(iv) , Damages shall not include (A) overhead expenses that are shared by the Company and the Core Subsidiaries and the Non-Core Subsidiaries on a basis consistent with the current operation of the business, (B) liabilities for Taxes of the Non-Core Subsidiaries for which the Company and its other Subsidiaries have no liability, contingent or otherwise, except joint and several liability arising as a matter of law from its status as a member of a consolidated group (but the assertion of any liability for such Taxes against the Company or any Core Subsidiary shall constitute Damages) or (C) operating losses of the Non-Core Subsidiaries.

(i) Notwithstanding anything to the contrary contained herein, this Article IX shall terminate upon the consummation of a Qualified Public Offering (as defined in the Amended and Restated Articles), except with respect to any unresolved claim for indemnification made by an Indemnified Party prior to such time.

(j) The Company shall have no obligation to indemnify the Investor Indemnified Parties pursuant to Section 9.1(a)(vii)(C) in respect of Damages consisting of the cost of responding to routine allegations that the Company or any of its Subsidiaries is responsible for manufacture, sale or distribution of products containing asbestos received by the Company in the ordinary course of business to the extent that such costs do not exceed $35,000 over any 12-month period.

(k) For avoidance of doubt, if not inconsistent with applicable Law and any Contract or other arrangement to which the Company or any of its Subsidiaries is party or bound and does not subject the Company or any of its Subsidiaries to Liability, the Company may cause the transfer of shares of Common Stock currently issued and outstanding and held by the JELD-WEN Stock Benefits Trust to the ESOP to address any matter described in Section 9.1(a)(vi) , in which event the calculation of any Damages with respect to such matter shall exclude that liability of the Company to the extent satisfied by such transfer.

(l) The Company shall have no obligation to Investor Indemnified Parties pursuant to Section 9.1(a)(vi) in respect of Damages resulting from any actions taken by the Company after the Closing other than (x) in response to any order or mandate of any Governmental Body or by or on behalf of any present or former participant, (y) to avoid a violation of Law after the Closing Date or (z) as approved or consented to by the Common Committee (as defined in the Amended Bylaws).

(m) Any out-of-pocket costs and expenses, including without limitation, fees and expenses of outside counsel and other advisors, incurred by the Company at the direction of the Common Committee in connection with defense, negotiation and/or settlement of any indemnification claim made by any of the Investor Indemnified Parties under this Agreement, shall constitute Damages and shall be indemnified and reimbursed by the Indemnifying Party hereunder.

9.6 Acknowledgment . The right to indemnification, reimbursement or other remedy based upon such representations, warranties, covenants and obligations shall not be affected by any investigation conducted with respect to, or any Knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with any such representation, warranty, covenant or obligation. The waiver of any condition based upon the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, reimbursement or other remedy based upon such representations, warranties, covenants and obligations.

9.7 Indemnification Gross-Up . Recognizing that, following the Closing, Investor will be a shareholder of the Company and thus bear a portion of the cost of any indemnification payment made by the Company hereunder, the parties have agreed that the amount to be paid to any Investor Indemnified Party pursuant to Section 9.1 (but not Section 9.5(g) ) shall be calculated as follows in order to equitably compensate the Investor Indemnified Parties.

(i) With respect to Damages suffered, incurred or become subject to by any Investor Indemnified Party:


I =		D
I =		1 – P

(ii) With respect to Damages suffered, incurred or become subject to by the Company or any of its Subsidiaries (including costs of defense of any indemnified claim):


I =		D × P
I =		1 – P

Where

I = the payment to be made to the applicable Investor Indemnified Party.

D = the Damages suffered by the Company, a Subsidiary of the Company (in the case of (ii)) or an Investor Indemnified Party (in the case of (i)).

P = the percentage interest in the Company owned by the Investor and its Affiliates, assuming the conversion of all Series A Preferred Stock, and the conversion of all Series A Preferred Stock into Common Stock. For purposes of determining “P,” only shares of Series A Preferred Stock issued and outstanding shall be considered; provided , that in the event that any additional shares of Series A Preferred Stock are issued to the Investor Indemnified Parties as part of a Note Conversion or pursuant to Section 5 of any Bridge Note, concurrently with the occurrence of each such issuance, the amount payable to the Investor in connection with all claims for indemnification made by any Investor Indemnified Party prior to the date of such issuance shall be recalculated to give effect to such issuance, and the Company shall pay to the applicable Investor Indemnified Parties any additional indemnification payments to which such Investor Indemnified Parties would have been entitled had such additional shares of Series A Preferred Stock been issued and outstanding from and after the Closing.

(iii) Notwithstanding anything to the contrary contained herein, this Section 9.7 shall not apply with respect to any indemnification payment made to any Investor Indemnified Party under this Article IX using Available Excess Non-Core Cash Proceeds. The Company shall notify the Investors of its intention to use Available Excess Non-Core Cash Proceeds for any such indemnification payment, and the amount of Available Excess Non-Core Cash Proceeds usable for such purpose shall be mutually and reasonably determined by the Company the Investors following such notice. In connection therewith, any such notice delivered by the Company under this Section will include a statement of the amount of Available Excess Non-Core Cash Proceeds at such time, together with reasonably detailed documentation supporting its calculation thereof. The Company shall provide the Investors with such documentation and information as any of them may reasonably request from time to time in order to determine and evaluate the calculations and amounts set forth in any such statement. In the event that the Company and the Investors are unable to agree upon the calculations and amounts set forth in any statement delivered by the Company under this Section, within ten (10) business days following the Company’s delivery thereof to the Investors, the determination of such amounts

shall be made by a Qualified Appraiser (as defined in the Amended and Restated Articles), whose fees will be borne by the Company. Notwithstanding the foregoing, if a Negative Intercompany Balance exists as of the date that any Available Excess Non-Core Cash Proceeds is proposed to used for an indemnification payment to an Investor Indemnified Party under this Article IX , the Company shall apply any Available Excess Non-Core Cash Proceeds to reduce such Negative Intercompany Balance to zero prior to making any such indemnification payment hereunder, and the amount so applied shall, for the avoidance of doubt, no longer constitute Available Excess Non-Core Cash Proceeds hereunder.

9.8 Acknowledgment . (a) The parties acknowledge and agree that from and after the Closing the indemnification obligations set forth in this Article IX are the exclusive remedy of the respective Indemnified Parties (i) for any inaccuracy in any of the representations or any breach of any of the warranties or covenants contained herein or (ii) otherwise with respect to this Agreement and the transactions contemplated by this Agreement and matters arising out of, relating to or resulting from the subject matter of this Agreement, whether based on statute, contract, tort, property or otherwise, and whether or not arising from the relevant party’s sole, joint or concurrent negligence, strict liability or other fault, except, in any event, with respect to fraud or willful misconduct.

(b) Nothing in this paragraph (b) shall be deemed to limit the foregoing paragraph (a). Investor has conducted its own independent review and analysis of the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges that Company has provided Investor and Onex with access to the personnel, properties, premises and books and records of the Company and its Subsidiaries for this purpose. In entering into this Agreement, Investor and Onex have relied solely upon their own investigation and analysis, and each of Investor and Onex (i) acknowledge that, except for the specific representations and warranties of Company contained in Article V hereof, neither the Company nor any of the its Subsidiaries nor any of each foregoing person’s managers, directors, officers, employees, members, equity holders, controlling persons, agents or representatives, makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information (including any projections, estimates or other forward-looking information) provided (including in any management presentations, information memorandum, supplemental information or other materials or information with respect to any of the above) or otherwise made available to Investor and Onex or any of their managers, directors, officers, employees, members, equity holders, controlling persons, agents or representatives and (ii) agrees, to the fullest extent permitted by Law, that Company and their Subsidiaries and each foregoing person’s managers, directors, officers, employees, members, equity holders, controlling persons, agents and representatives shall not have any liability or responsibility whatsoever to Investor or any of its managers, directors, officers, employees, members, equity holders, controlling persons, agents or representatives on any basis (including in contract or tort, under federal or state securities laws or otherwise) based upon any information provided or made available, or statements made (or any omissions therefrom), to Investor or Onex or any of their managers, directors, officers, employees, members, equity holders, controlling persons, agents or representatives, except (i) to the extent expressly set forth in Article V hereof with respect to such representations and warranties and subject to the limitations and restrictions contained in this Agreement, and (ii) with respect to fraud or willful misconduct.

(c) Notwithstanding anything to the contrary in this Agreement, in no event shall an Indemnifying Party be liable to any Indemnified Party, for any consequential or punitive damages, except to the extent arising from or in connection with an action, proceeding or other claim against an Investor Indemnified Party, the Company or any Subsidiary. The parties acknowledge and agree that the issuance of shares of capital stock by the Company or any of its Subsidiaries as consideration in connection with the settlement, compromise, remediation, adjudication or other resolution of any matter in respect of which the Investor Indemnified Parties may seek indemnification hereunder shall constitute Damages in respect of which the Investor Indemnified Parties may seek indemnification hereunder.

(d) No Indemnified Party may assign such Person’s rights to indemnification hereunder to any third party.

(e) To the extent that the Company satisfies any Liability it has in connection with the matters described in Section 9.1(a)(vi) hereof by the issuance of additional shares of Common Stock to the ESOP, the Company shall indemnify each Investor Indemnified Party by issuing to such Investor Indemnified Party a sufficient number of shares of Series A Preferred Stock so that the percentage of the fully-diluted outstanding Common Stock owned by it (on an as-converted basis) after giving effect to such issuance of Common Stock to the ESOP and the issuances of Series A Preferred Stock to the Investor Indemnified Parties pursuant to this sentence is equal to its percentage ownership (on an as-converted basis) of the fully-diluted outstanding Common Stock immediately prior to such events. If the Company issues Series A Preferred Stock to the Investors pursuant to the immediately preceding sentence and thereafter issues Series A Preferred Stock to the Investors or their Affiliates pursuant to the Bridge Notes, it will, concurrently with each such issuance pursuant to the Bridge Notes, issue to each Investor a number of additional shares of Series A Preferred Stock equal to the excess of (x) the number of shares of Series A Preferred Stock that such Investor would have received pursuant to the immediately preceding sentence if the shares so issued pursuant to the Bridge Notes or previously taken into account pursuant to this clause (x) had been outstanding and held by the Investors immediately prior to the issuance of shares pursuant to the immediately preceding sentence and (y) the number of shares of Series A Preferred Stock that such Investor received pursuant to the immediately preceding sentence and previously under this sentence.

ARTICLE X.

TERMINATION

10.1 Termination of Agreement . Onex and the Company may terminate this Agreement as provided below:

(a) Onex and the Company may terminate this Agreement by mutual written consent at any time prior to the Closing;

(b) Onex may terminate this Agreement by giving written notice to the Company at any time prior to the Closing (i) in the event that the Company has materially breached any representation, warranty or covenant contained in this Agreement, Investor has notified the Company of the breach in writing, setting forth the specifics of the breach and the expected cure, and the breach has continued without cure for a period of 30 days after the notice of breach or (ii) if the Closing shall not have occurred on or before October 17, 2011; and

(c) the Company may terminate this Agreement by giving written notice to the Investors at any time prior to the Closing (i) in the event that the Investors have breached any representation, warranty, or covenant contained in this Agreement, the Company has notified Investor of the breach in writing, setting forth the specifics of the breach and the expected cure, and the breach has continued without cure for a period of 30 days after the notice of breach or (ii) if the Closing shall not have occurred on or before October 17, 2011

(d) Onex may terminate this Agreement during the seven day period following its receipt of the Company Q1 Unaudited Financial Statements in accordance with Section 7.4 hereof in the event that it is not reasonably satisfied therewith.

10.2 Effect of Termination . If either Investor or the Company terminates this Agreement pursuant to Section 10.1 above, all rights and obligations of the parties hereunder shall terminate without any liability of any Party to any other Party (except for any liability of any Party for any breach of any representation, warranty or covenant prior to such termination); provided , however , that this Section 10.2 and Article XI shall survive termination.

ARTICLE XI.

GENERAL PROVISIONS

11.1 Fees and Expenses . In the event that the Transaction is not consummated, each Party shall bear its own fees and expenses incurred in connection with the Transaction (subject to Section 10.2 ); provided , however , that in the event that the Transaction is consummated, the Company shall reimburse the Investors (and their respective Affiliates) for all reasonable and documented fees and expenses, including legal and accounting fees, application fees paid by Investor pursuant to Section 7.3(a) in connection with filings required under the Antitrust Laws (including, for the avoidance of doubt, the filings set forth on Schedule 7.3 ), and expenses incurred by the Investors in connection with the Transaction, not to exceed $2,500,000.

11.2 Notices . All notices or other communications permitted or required under this Agreement shall be in writing and shall be sufficiently given if and when hand delivered to the persons set forth below or if sent by documented overnight delivery service or registered or certified mail, postage prepaid, return receipt requested, or by telecopy or email, receipt acknowledged, addressed as set forth below or to such other Person or Persons and/or at such other address or addresses as shall be furnished in writing by any party hereto to the other parties hereto. Any such notice or communication shall be deemed to have been given as of the date received, in the case of personal delivery, or on the date shown on the receipt or confirmation therefor in all other cases.

To the Investors :

c/o Onex Manager L.P.

712 Fifth Avenue

New York, NY 10019

Attn: Adam Reinmann

Fax: (212) 582-0909

With a mandatory copy to (which shall not constitute notice):

Onex Corporation

161 Bay Street

P.O. Box 700

Toronto, Ontario M5J 2S1

Attn: Andrea F. Daly, Esq.

Kaye Scholer LLP

425 Park Avenue

New York, NY 10022

Attn: Joel I. Greenberg, Esq.

Fax: (212) 836-8211

To the Company :

JELD-WEN Holding, inc.

3250 Lakepoint Blvd.

Klamath Falls, OR 97601

Attn: David Stork, Senior VP and General Counsel

With a mandatory copy to (which shall not constitute notice):

Stoel Rives LLP

900 SW Fifth Ave., Suite 2600

Portland, OR 97204

Attn: Ruth A. Beyer

Fax: (503) 220-2480

11.3 Assignment and Benefit . Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned, by operation of Law or otherwise, by any party hereto to any other Person without the prior written consent of Onex and the Company, except that Investor may assign this Agreement to one or more of its Affiliates, provided that no such assignment shall relieve any Investor of any of its obligations hereunder. Subject to the foregoing, this Agreement and the rights and obligations set forth herein shall inure to the benefit of, and be binding upon, the parties hereto, and each of their respective permitted successors, heirs and assigns.

11.4 Amendment, Modification and Waiver . Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by Onex and the Company. Any such amendment, modification, extension or waiver shall be in writing. The waiver by a party hereto of any breach of any provision of this Agreement shall not constitute or operate as a waiver of any other breach of such provision or of any other provision hereof, nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision hereof.

11.5 Governing Law . This Agreement is made pursuant to, and shall be construed and enforced in accordance with, the Laws of the State of Delaware, irrespective of the principal place of business, residence or domicile of the parties hereto, and without giving effect to otherwise applicable principles of conflicts of Law that would give effect to the Laws of another jurisdiction.

11.6 Waiver of Jury Trial . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.6 .

11.7 Consent to Jurisdiction . Each party hereto irrevocably submits to the exclusive jurisdiction of federal and state courts in the State of Delaware for purposes of any Proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the parties hereto hereby waives, and agrees not to assert in any such dispute, in each case to the fullest extent permitted by applicable Law, any claim that (a) such party is not personally subject to the jurisdiction of such courts, (b) such party and such party’s property is immune from any legal process issued by such courts or (c) any Proceeding commenced in such courts is brought in an inconvenient forum.

11.8 Section Headings . The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

11.9 Severability . If any term or other provision of this Agreement (or portion thereof) or the application of any such term or other provision (or portion thereof) to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced pursuant to any applicable Law or public policy, all other terms and provisions of this Agreement (or remaining portion of such term or other provision) will nevertheless remain in full force and effect. Upon such determination by a court of competent jurisdiction that any term or other provision (or portion thereof) of this Agreement is invalid, illegal or incapable of being enforced, the parties hereto will negotiate to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

11.10 Counterparts; Third-Party Beneficiaries . This Agreement may be executed in two or more counterparts, including by facsimile transmission, each of which shall be deemed an original, and any Person may become a party hereto by executing a counterpart hereof, but all of such counterparts together shall be deemed to be one and the same agreement. This Agreement will be binding upon and inure solely to the benefit of each party hereto, and, except as set forth in Section 7.15 and Article IX , nothing in this Agreement, express or implied, is intended to or will confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

11.11 Entire Agreement . This Agreement, together with the Disclosure Schedules, other Transaction Documents and the Confidentiality Agreement, constitute the entire agreement among the parties hereto with respect to the transactions contemplated hereby and supersede all prior and contemporaneous agreements and understandings, both written and oral, with respect to the subject matter hereof, including, without limitation, the Prior Purchase Agreement, and the Schedules and the Exhibits thereto.

11.12 Specific Performance . The parties hereto agree that in the event of a breach of this Agreement, money damages may be inadequate and the aggrieved party may have no adequate remedy at law. Accordingly, the parties agree that, in the event of any actual or threatened breach, the aggrieved party or parties shall have the right, in addition to any other rights and remedies existing in their favor, to enforce their rights and each other party’s obligations hereunder not only by an action or actions for damages but also by an action or actions for specific performance, injunctive and/or other temporary, preliminary and permanent equitable relief (and no bond or other security shall be required in connection therewith). If any such action is brought by the aggrieved party or parties to enforce this Agreement, each of the other parties hereto hereby waives the defense that there is an adequate remedy at law.

[ Signature Pages Follow ]

IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement, under seal, all as of the date first above written.

[Signature Page to Amended and Restated Stock Purchase Agreement]


*ONEX:*	ONEX PARTNERS III LP

	By:	Onex Partners III GP LP, its General Partner
	By:	Onex Partners Manager LP, its Agent
	By:	Onex Partners Manager GP ULC, its General Partner

		By:	/s/ Robert Le Blanc
		Name:	Robert Le Blanc
		Title:	Director

		By:	/s/ Donald West
		Name:	Donald West
		Title:	Vice President

*INVESTORS:*	ONEX ADVISOR III LLC

		By:	/s/ Donald West
		Name:	Donald West
		Title:	Director

		By:	/s/ Joel I. Greenberg
		Name:	Joel I. Greenberg
		Title:	Director

	ONEX PARTNERS III GP LP

	By:	Onex Partners GP Inc., its General Partner

		By:	/s/ Robert Le Blanc
		Name:	Robert Le Blanc
		Title:	Director

		By:	/s/ Donald West
		Name:	Donald West
		Title:	Vice President

[Signature Page to Amended and Restated Stock Purchase Agreement]


ONEX PARTNERS III PV LP

By:	Onex Partners III GP LP, its General Partner
By:	Onex Partners Manager LP, its Agent
By:	Onex Partners Manager GP ULC, its General Partner

	By:	/s/ Robert Le Blanc
	Name:	Robert Le Blanc
	Title:	Director

	By:	/s/ Donald West
	Name:	Donald West
	Title:	Vice President

ONEX PARTNERS III SELECT LP

By:	Onex Partners III GP LP, its General Partner
By:	Onex Partners Manager LP, its Agent
By:	Onex Partners Manager GP ULC, its General Partner

	By:	/s/ Robert Le Blanc
	Name:	Robert Le Blanc
	Title:	Director

	By:	/s/ Donald West
	Name:	Donald West
	Title:	Vice President

[Signature Page to Amended and Restated Stock Purchase Agreement]


ONEX US PRINCIPALS LP

By:	Onex American Holdings GP LLC, its General Partner

	By:	/s/ Robert Le Blanc
	Name:	Robert Le Blanc
	Title:	Director

	By:	/s/ Donald West
	Name:	Donald West
	Title:	Director

ONEX CORPORATION

	By:	/s/ Andrea Daly
	Name:	Andrea Daly
	Title:	Vice President

	By:	/s/ Christopher Govan
	Name:	Christopher Govan
	Title:	Managing Director

ONEX AMERICAN HOLDINGS II LLC

	By:	/s/ Robert Le Blanc
	Name:	Robert Le Blanc
	Title:	Director

	By:	/s/ Donald West
	Name:	Donald West
	Title:	Director

BP EI LLC

	By:	/s/ Robert Le Blanc
	Name:	Robert Le Blanc
	Title:	Director

[Signature Page to Amended and Restated Stock Purchase Agreement]


1597257 ONTARIO INC.

	By:	/s/ Andrea Daly
	Name:	Andrea Daly
	Title:	Vice President

	By:	/s/ Christopher Govan
	Name:	Christopher Govan
	Title:	Managing Director

[Signature Page to Amended and Restated Stock Purchase Agreement]

EXHIBIT A

FORM OF AMENDED AND RESTATED ARTICLES OF INCORPORATION

[ see attached ]

Exhibit A

EXHIBIT A

AMENDED AND RESTATED ARTICLES OF INCORPORATION

JELD-WEN HOLDING, INC.

These Amended and Restated Articles of Incorporation supersede the existing Articles of Incorporation and all previous amendments and restatements.

ARTICLE I.

NAME

The name of the Corporation is “JELD-WEN Holding, inc.” (the “ Corporation ”).

ARTICLE II.

AUTHORIZED CAPITAL STOCK

The total number of shares of all classes of stock which the Corporation shall have authority to issue is 30,000,000 (the “ Shares ”), of which 22,000,000 Shares shall be Common Stock (the “ Common Stock ”), and 8,000,000 Shares shall be Preferred Stock (the “ Preferred Stock ”, and together with the Common Stock, the “ Capital Stock ”), of which 7,999,999 Shares shall be designated “ Series A Convertible Preferred Stock ” and one (1) Share shall be designated “ Series B Preferred Stock ”.

ARTICLE III.

RIGHTS, POWERS, PRIVILEGES AND RESTRICTIONS PERTAINING TO COMMON STOCK

The rights, powers, privileges and restrictions granted to and imposed on the Common Stock are as follows:

A. Relative Rights . Except as (a) any provision of law or (b) any provision in these Articles of Incorporation may otherwise provide, each share of Common Stock shall have the same rights, privileges, interests and attributes, and shall be subject to the same limitations, as every other share of Common Stock and, without limitation, shall entitle the holder of record of any such issued and outstanding share of Common Stock to receive an equal proportion of any cash dividends that may be declared, set apart or paid, an equal proportion of any distributions of authorized but unissued shares of the Corporation, if any, that may be made, an equal proportion of any distributions of any bonds or property of the Corporation, including the shares or bonds of other entities, that may be made, and an equal proportion of any distributions of the net assets of the Corporation (whether stated capital or surplus) that may be made upon a liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary (a “ Liquidation ”).

B. Voting . Each holder of shares of Common Stock shall be entitled to notice of and to attend all special and annual meetings of the shareholders of the Corporation (the “ Shareholders ”) and to cast one vote for each outstanding Share of Common Stock so held upon any matter or thing (including, without limitation, the election of one or more directors) properly considered and acted upon by the Shareholders in accordance with the OBCA. The holders of Shares of Common Stock shall vote as a separate class with respect to the election and removal of directors (other than Preferred Directors) and, except as required by law, together with the Series A Convertible Preferred Stock as a single class upon all other matters submitted to a vote of Shareholders, including a plan of merger. The holders of Common Stock are not entitled to vote separately on a plan of merger.

C. Authorized Shares . Subject to Section B(8) of Article IV, the number of authorized shares of Common Stock may be increased or decreased (but not decreased below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Common Stock entitled to vote.

D. Dividends . Subject to Section A(2)(b) of Article IV, whenever there shall have been paid, or declared and set aside for payment, to the holders of shares of any class of stock having preference over the Common Stock as to the payment of dividends, the full amount of dividends and of sinking fund or retirement payments, if any, to which such holders are respectively entitled in preference to the Common Stock, then dividends may be paid on the Common Stock and on any class or series of stock entitled to participate therewith as to dividends, out of any assets legally available for the payment of dividends thereon, but only when and as declared by the Board.

E. Dissolution, Liquidation, Winding-Up . Subject to Section C of Article IV, in the event of any Liquidation, the holders of the Common Stock and holders of any class or series of stock entitled to participate therewith, in whole or in part, as to the distribution of assets in such event, shall become entitled to participate, pro rata, in the distribution of any assets of the Corporation remaining after the Corporation shall have paid, or provided for payment of, all debts and liabilities of the Corporation and after the Corporation shall have paid, or set aside for payment, to the holders of any class of stock having preference over the Common Stock, in the event of any Liquidation, the full preferential amounts, if any, to which they are entitled.

ARTICLE IV.

RIGHTS, POWERS, PRIVILEGES AND RESTRICTIONS PERTAINING TO PREFERRED STOCK

The rights, powers, privileges and restrictions granted to and imposed on the Preferred Stock are as follows:

A. Series A Convertible Preferred Stock .

(1) Voting . In addition to any voting rights granted under applicable law and by these Articles of Incorporation, and subject to Section E, each holder of shares of the

Series A Convertible Preferred Stock shall be entitled to notice of and to attend all special and annual meetings of Shareholders and to cast a number of votes equal to the number of shares of Common Stock into which such holder’s shares of the Series A Convertible Preferred Stock could be converted (as more fully described in Section C below) on the record date for the vote or consent of Shareholders upon any matter or thing properly considered and acted upon by the Shareholders. The holders of shares of the Series A Convertible Preferred Stock shall vote with holders of the Common Stock as a single class upon all matters submitted to a vote of Shareholders, other than the election and removal of directors, subject to any class or series shareholder voting requirement under applicable law. The holders of the Series A Convertible Preferred Stock shall vote with holders of the Common Stock on a plan of merger and are not entitled to vote separately on a plan of merger. The holders of Series A Convertible Preferred Stock, voting as a separate class, shall have the exclusive power to elect and remove Series A Preferred Directors.

(2) Dividends .

(a) Dividends on each share of the Series A Convertible Preferred Stock shall accrue at the rate of ten percent (10%) per annum on the sum of the Series A Initial Liquidation Value and the accrued but unpaid dividends on such share from and including (x) the Series A Initial Issuance Date in the case of shares of Series A Convertible Preferred Stock purchased with the Series A Initial Investment Amount, including, for the avoidance of doubt, shares of Series A Convertible Preferred Stock purchased in connection with the Tender Offer Transactions, (y) the date that is eighteen months after the Series A Initial Issuance Date (the “ Note Conversion Date ”) in the case of shares of Series A Convertible Preferred Stock issued on or after the Note Conversion Date pursuant to the Bridge Notes or (z) the date such share is required to be issued pursuant Section 9.8(e) of the Stock Purchase Agreement. Such dividends shall be fully cumulative and accumulate and accrue continually and compound annually at the rate described above, whether or not they have been declared and whether or not there are funds of the Corporation legally available for the payment thereof. The aggregate accrued but unpaid dividends (including accrued but unpaid dividends based on the annual compounding provided for herein) on the Series A Convertible Preferred Stock are referred to herein as “ Series A Unpaid Dividends .” Dividends on the Series A Convertible Preferred Stock shall be payable only when, as and if declared by the Board or as provided in Section C. Dividends accrued on the Series A Convertible Preferred Stock for the one-year period beginning on the Series A Initial Issuance Date shall not be declared or paid; dividends accrued on the Series A Convertible Preferred Stock after such one-year period may only be declared and paid, in whole or in part, at any time or times during the calendar year in respect of which they accrue.

(b) Except as described in Section D, no dividend or distribution (which for avoidance of doubt does not include a redemption) shall be declared or paid on the Common Stock unless (i) (A) there are no Series A Unpaid Dividends, and (B) a dividend or distribution on the Series A Convertible Preferred Stock is concurrently declared and paid as provided in the following sentence, or (B) such dividends or distribution is declared and paid after the Note Conversion Date, consists solely of Distributable Non-Core Assets/Proceeds and provisions reasonably satisfactory to the Board have been made to reimburse the Corporation for any federal, state, and foreign tax that the Corporation and any

of its subsidiaries may become subject to as a result of such distribution. The holders of shares of Series A Convertible Preferred Stock shall be entitled to receive a pro rata share, based on the number of shares of Common Stock into which such holders’ shares of the Series A Convertible Preferred Stock could be converted (as more fully described in Section B below), of any distribution made by the Corporation to the holders of Common Stock (other than a distribution made to the holders of Common Stock pursuant to Section C, or distributions consisting solely of Distributable Non-Core Assets/Proceeds and made after the Note Conversion Date); no such dividend shall reduce the amount of Unpaid Dividends.

(c) Notwithstanding clause (i) of the first sentence of Section (2)(b) and the existence of Series A Unpaid Dividends that may not be declared and paid pursuant to the last sentence of Section 2(a), the Corporation may declare and pay dividends on the Common Stock if (i) the Corporation gives notice to the holders of the Series A Convertible Preferred Stock describing the proposed dividend and offering to declare and pay such Series A Unpaid Dividends if the Articles of Incorporation are amended to permit such declaration and payment, (ii) such notice includes a notice of a special meeting of shareholders to be held within 20 days at which an amendment with the sole effect of permitting such declaration and payment will be submitted for approval, and (iii) such proposed amendment is not approved by the requisite vote of the holders of Series A Convertible Preferred Stock. Nothing in this subsection (c) shall excuse compliance with clause (ii) of the first sentence of Section 2(b).

B. Conversion of the Series A Convertible Preferred Stock . The holders of Series A Convertible Preferred Stock have the following conversion rights:

(1) Optional Conversion . Subject to Section B(9), each share of Series A Convertible Preferred Stock shall be convertible, at the option of the holder thereof, at the office of the Corporation or any transfer agent for the Series A Convertible Preferred Stock, into a number of shares of Common Stock equal to the sum of one (1) and the quotient of the Series A Unpaid Dividends with respect to such share of Series A Convertible Stock divided by the Equity Constant (as adjusted from time to time as provided below, the “ Conversion Rate ”).

(2) Automatic Conversion . If, at any time after the fifth (5th) anniversary of the Series A Initial Issuance Date, the Corporation effects an initial Public Offering of its Common Stock pursuant to a registration on Form S-1 or any similar long form registration which satisfies all of the following criteria:

(a) the Public Offering is effected on a firm commitment underwritten basis through a major underwriting firm of national reputation;

Amount and (y) the present value, as of the Note Conversion Date, of all cash sale proceeds, cash dividends and cash redemption payments with respect to shares of Series A Convertible Preferred Stock issued upon conversion of the Bridge Notes (including pursuant to Section 5 thereof), discounted at 25% per annum on the basis of annual compounding, would equal the amount of principal and interest on the Bridge Notes converted into shares of Series A Convertible Preferred Stock;

(c) the Common Stock offered pursuant to the Public Offering is listed on the New York Stock Exchange or the NASDAQ Global Select Market; and

(d) immediately after the closing of the Public Offering, the Common Stock has a public float of at least $300,000,000;

then, effective immediately upon the closing of such IPO, all outstanding shares of the Series A Convertible Preferred Stock shall be converted into shares of Common Stock at the Conversion Rate at such time.

(3) Mechanics of Optional Conversion . Before any holder of shares of the Series A Convertible Preferred Stock shall be entitled to convert the same into full shares of Common Stock pursuant to Section B(1), such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or any transfer agent for such Series A Convertible Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the same and shall state therein such holder’s name or the name or names of such holder’s nominees in which such holder wishes the certificate or certificates to be registered for the number of full shares of Common Stock to which such holder shall be entitled as aforesaid. Except as set forth herein, conversion pursuant to Section B(1) shall be deemed to have occurred immediately prior to the close of business on the date of such surrender of the shares of the Series A Convertible Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series A Convertible Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock upon conversion of the Series A Convertible Preferred Stock shall not be deemed to have converted such Series A Convertible Preferred Stock until immediately prior to the closing of such sale of securities.

thereafter to convert such share into the number of shares of Common Stock receivable upon such subdivision or combination by holders of the number of shares of Common Stock into which such share of the Series A Convertible Preferred Stock might have been converted immediately prior to such subdivision or combination, all subject to further adjustments as provided herein. Any adjustment under this subsection (4) shall become effective at the close of business on the date the subdivision or combination becomes effective.

(5) Adjustment for Reclassification, Exchange, or Substitution . If the Common Stock issuable upon the conversion of the Series A Convertible Preferred Stock at any time or from time to time after the Series A Initial Issuance Date shall be changed into the same or different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for in Section B(3) above or a reorganization, merger, consolidation or sale of assets provided for in Section B(6) below), then, and in each such event, provision shall be made (by adjustment to the Conversion Rate or otherwise) so that the holder of each share of the Series A Convertible Preferred Stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities receivable upon such reorganization, reclassification or other change by holders of the number of shares of Common Stock into which such shares of the Series A Convertible Preferred Stock might have been converted immediately prior to such reorganization, reclassification or change, all subject to further adjustments as provided herein.

(6) Adjustment of Conversion Rate for Reorganization, Merger, or Consolidation . If at any time or from time to time after the Series A Initial Issuance Date there shall be a capital reorganization of the Corporation (other than a subdivision, combination, reclassification, exchange or substitution of shares provided for in Sections B(4) and B(5) above), or a merger or consolidation of the Corporation with or into another entity, then, as a part of such reorganization, merger or consolidation, provision shall be made (by adjustment to the Conversion Rate or otherwise) so that the holders of the Series A Convertible Preferred Stock that remain outstanding thereafter, if any, shall thereafter be entitled to receive upon conversion of the Series A Convertible Preferred Stock, the kind and amount of shares of stock and other securities receivable upon such reorganization, merger, or consolidation by holders of the number of shares of Common Stock into which such shares of the Series A Convertible Preferred Stock might have been converted immediately prior to such reorganization, merger, or consolidation. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section B with respect to the rights of the holders of the Series A Convertible Preferred Stock after the reorganization, merger, or consolidation, to the end that the provisions of this Section B (including adjustment of the Conversion Rate then in effect and the number of shares of stock or other securities deliverable upon conversion of the Series A Convertible Preferred Stock) shall be applicable after that event in as nearly an equivalent manner as may be practicable.

(7) Shares Issued Pursuant to the Bridge Notes . The “Conversion Rate” and other conversion rights applicable to the shares of Series A Convertible Preferred Stock that may be issued pursuant to the Stock Purchase Agreement and the Bridge Notes shall be the same as the previously issued shares of Series A Convertible Preferred Stock and reflect all adjustments previously made under Sections B(4), B(5) and B(6) above.

(8) Reservation of Stock Issuable Upon Conversion . The Corporation shall at all times reserve and keep available, out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of the Series A Convertible Preferred Stock, the full number of shares of Common Stock deliverable upon the conversion of all shares of the Series A Convertible Preferred Stock from time to time outstanding. The Corporation shall from time to time, in accordance with the laws of the State of Oregon, use its best efforts to increase the authorized amount of its Common Stock if at any time the authorized number of shares of Common Stock remaining unissued shall not be sufficient to permit the conversion of all of the shares of the Series A Convertible Preferred Stock at the time outstanding.

(9) Payment of Taxes . The Corporation shall pay any and all issuance and other stock transfer taxes that may be payable in respect of any issuance or delivery of Common Stock upon conversion of the Series A Convertible Preferred Stock pursuant hereto. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of Common Stock in a name other than that in which Series A Convertible Preferred Stock so converted was registered, and no such issuance or delivery shall be made unless and until the person requesting such issuance has paid to the Corporation the amount of any such tax.

(10) Converted Shares . Shares of Series A Convertible Preferred Stock that have been converted shall be cancelled and shall not be reissued.

(11) Company Sale Conversion . Notwithstanding anything set forth in this Section B, in the event of a conversion of shares of Series A Convertible Preferred Stock in connection with a Company Sale, the number of shares of Common Stock to be issued to the holders of Series A Convertible Preferred Stock shall be determined by calculating the amount that would be received by each holder of Series A Convertible Preferred Stock and each holder of Common Stock in connection with a Company Sale pursuant to Section C, assuming that the amount distributable to all holders of Capital Stock was equal to the equity value implied by the price to be paid pursuant to such Company Sale transaction. The number of shares of Common Stock to be received by each holder of Series A Convertible Preferred Stock upon conversion shall be such that, after giving effect to the conversion, the shares of Common Stock are held by the former holders of Series A Convertible Preferred Stock and Common Stock in the same relative proportions as the assumed distributions determined under the preceding sentence.

C. Liquidation or Sale Preference .

adjusted to reflect any subdivision or combination of shares to which the Common Stock has been subject) (the “ Common Stock Liquidation Value ”); and (iv) fourth, any remaining proceeds from the Liquidation or Company Sale shall be distributed to the holders of Common Stock and Series A Convertible Preferred Stock on a pro rata basis (based on the number of shares of Common Stock into which the shares of Series A Convertible Preferred Stock could be converted as of such date (as more fully described in Section B above)). The conversion of the Bridge Notes upon a Liquidation or Company Sale shall be deemed to have occurred immediately prior to (and shall be taken into account for purposes of) the distribution provided by this Section. If no shares of Series A Convertible Preferred Stock are outstanding, the proceeds of a Company Sale shall be distributed pro rata to the holders of Common Stock.

D. Company Redemption of Series A Convertible Preferred Stock .

(1) At any time after (a) the sixth (6 ^th ) anniversary of the Series A Initial Issuance Date, in the event that (i) the Corporation has effected a Qualified Public Offering by no later than the fifth (5 ^th ) anniversary of the Series A Initial Issuance Date and (ii) the Common Stock is actively traded on an Approved Securities Exchange, with a public float of no less than $300,000,000, or (b) in the event that clause (a) of this Section D(1) is not applicable, at any time after the eighth (8 ^th ) anniversary of the Series A Initial Issuance Date, the Corporation may, by written notice (a “ Company Redemption Notice ”) to the holders of the Series A Convertible Preferred Stock, elect to redeem (a “ Company Redemption ”) all (but not less than all) outstanding shares of the Series A Convertible Preferred Stock at a redemption price (the “ Company Redemption Price ”) equal to the amount necessary so that (x) the present value, as of the Series A Initial Issuance Date, of all cash dividends and cash redemption payments with respect to shares of Series A Convertible Preferred Stock issued on the Series A Initial Issuance Date, discounted at 25% per annum on the basis of annual compounding, equals the Series A Initial Investment Amount and (y) the present value, as of the Note Conversion Date, of all cash dividends and cash redemption payments with respect to shares of Series A Convertible Preferred Stock issued upon conversion of the Bridge Notes, discounted at 25% per annum on the basis of annual compounding, equals the amount of principal and interest on the Bridge Notes converted into shares of Series A Convertible Preferred Stock; provided , however , that prior to exercising its right to a Company Redemption pursuant to this Section D, the Corporation shall provide evidence reasonably satisfactory to the holders of Series A Convertible Preferred Stock that such Company Redemption does not violate applicable law or violate, contravene or cause a default under any agreements or obligations related to indebtedness of the Corporation and will not result in the Company becoming insolvent; and provided , further , that (i) after giving effect to the Company Redemption the ratio of pro-forma Consolidated Indebtedness to TTM EBITDA will not exceed 4.75, and (ii) for a period of two (2) years after the consummation of the Company Redemption, the Company may not declare or pay cash dividends or distributions with respect to equity interests to, or purchase equity interests from, its equity holders except to the extent required by applicable law in connection with the ESOP and as required pursuant to written agreements or as provided in the Corporation’s written policies and procedures relating to stock repurchases, in each case as in effect as of immediately prior to the Company Redemption.

(2) The Company Redemption Notice shall be delivered to each holder of record of Series A Convertible Preferred Stock, at the address last shown on the records of the

Corporation for such holder, and shall notify such holder of the redemption to be effected, and shall specify the applicable redemption price, the number of shares to be redeemed from such holder, the date upon which the Company Redemption shall be effective (which in no event shall be earlier than ninety (90) days following delivery of the Company Redemption Notice) (the “ Company Redemption Date ”) and shall call upon such holder to surrender to the Corporation, in the manner and at the place designated, the holder’s certificate or certificates representing the shares to be redeemed.

(3) On or after the Company Redemption Date, the Corporation shall pay the applicable Company Redemption Price, in cash, out of funds legally available therefor to each holder of Series A Convertible Preferred Stock. Upon such payment, the shares of Series A Convertible Preferred Stock being redeemed shall no longer be outstanding and the holders thereof shall thereupon surrender the certificates formerly representing such shares at the office of the Corporation, upon which such surrendered certificate shall be cancelled. Dividends shall cease accruing on the Series A Convertible Preferred Stock on the Company Redemption Date.

(4) At any time prior to the Company Redemption Date (including, for the avoidance of doubt, following receipt of a Company Redemption Notice), any holder of Series A Convertible Preferred Stock may exercise its right to convert any or all of such holder’s shares of Series A Convertible Preferred Stock in accordance with Section B, and the remaining shares of Series A Convertible Preferred Stock will be redeemed at the same purchase price per share as if such conversion had not occurred.

(5) For the avoidance of doubt, a Company Redemption Notice shall be irrevocable. In the event that the Company gives a Company Redemption Notice but fails to perform its obligations to effect such Company Redemption, in addition to any remedies the holders of Series A Convertible Preferred Stock may have in law or equity, the Company will have no further rights under this Section D of Article IV.

E. Series B Preferred Stock .

(1) Voting . In addition to any voting rights granted under applicable law, the Series B Preferred Stock shall only be entitled to vote on the election and removal of the Series B Preferred Directors pursuant to B(3) of Article VI and shall have no other voting rights. The holders of the Series B Preferred Stock, voting as a separate class, shall have the exclusive power to elect and remove the Series B Directors.

(2) Dividends; Cancellation . The Series B Preferred Stock shall not receive dividends. Upon the conversion of all Series A Convertible Preferred Stock into Common Stock or the redemption of all Series A Convertible Preferred Stock, any outstanding shares of Series B Preferred Stock shall be automatically cancelled with no further action of the holder or the Corporation and the holder shall promptly surrender the certificate representing such shares to the Corporation. Shares of Series B Preferred Stock that are so cancelled shall not be reissued.

F. Vote on Company Sale . In the event of a Company Sale contemplated by Section 1 of the Onex Shareholders Agreement that is to be effected as a merger, share exchange

or sale of assets, the only shareholder approval required shall be the affirmative vote of a majority of the outstanding Series A Convertible Preferred Stock and Common Stock, voting as a single class; with respect to any such matter, the holders of Common Stock shall be entitled to one vote per share and the holders of Series A Convertible Preferred Stock shall be entitled to a number of votes per share equal to the quotient obtained by dividing the product of two and the number of outstanding shares of Common Stock by the number of outstanding shares of Series A Convertible Preferred Stock.

ARTICLE V.

RIGHTS, POWERS, PRIVILEGES AND RESTRICTIONS PERTAINING TO ALL CAPITAL STOCK

The rights, powers, privileges and restrictions granted to and imposed on the Common Stock and Preferred Stock are as follows:

A. Preemptive Rights .

(1) Subject to Section A(6) of this Article V, if the Corporation authorizes or proposes to authorize the issuance or sale of any additional shares of Common Stock, Preferred Stock or other equity securities, or any securities convertible into or exchangeable or exercisable for Common Stock, Preferred Stock or other equity securities (collectively, “ Participation Securities ”) at any time, the Corporation shall deliver written notice thereof (a “ Participation Notice ”) to each holder of record of Common Stock and Series A Convertible Preferred Stock, at the address last shown on the records of the Corporation for such holder, at least ten (10) business days prior to the proposed issuance or authorization. The Participation Notice shall specify: (i) the number of Participation Securities that the Corporation proposes to issue or sell, (ii) the rights and preferences of such Participation Securities, (iii) the Person(s) to whom such Participation Securities are proposed to be issued or sold, (iv) the price (before any commission or discount) at which such Participation Securities are proposed to be issued or sold (or, in the case of an underwritten or privately placed offering in which the price is not known at the time the Participation Notice is given, the method of determining such price and an estimate thereof), and (v) the other material terms and conditions upon which the Corporation intends to issue or sell the Participation Securities. Following delivery by the Corporation of a Participation Notice, the Corporation shall provide such additional information as the holders of Common Stock or Series A Convertible Preferred Stock receiving such Participation Notice may reasonably request, at the expense of such holders, in order to evaluate the proposed sale of the Participation Securities. A holder of Common Stock or Series A Convertible Preferred Stock that is not an “accredited investor” as defined in Regulation D under the Securities Act (or any comparable concept under any successor Rule) shall not be treated as a holder of Common Stock or Series A Convertible Preferred Stock, as applicable, for purposes of this Section A.

Securities, up to its Pro Rata Portion (as defined below) (each such electing shareholder, a “ Participating Shareholder ”). Such Participation Exercise Notice shall constitute an irrevocable commitment by such holder to purchase such number of Participation Securities set forth therein on the terms and subject to the conditions set forth in this Section A. “ Pro Rata Portion ” means, with respect to any Participating Shareholder, a number of Participation Securities, expressed as a percentage, equal to the maximum number of Participation Securities proposed to be issued or sold by the Corporation multiplied by the Percentage Ownership of such Participating Shareholder.

(4) The purchase of, or subscription for, Participation Securities by the Participating Shareholders shall be at the same price (or, if applicable, the estimated price) and on the same terms and conditions, including the date of sale or issuance, as are applicable to the proposed issuance or sale by the Corporation of the Participation Securities to other Persons. The closing of the purchase of Participation Securities shall take place at the principal offices of the Corporation, or at the same place as the closing of the proposed issuance or sale by the Corporation of the Participation Securities to other Persons if not at the principal offices of the Corporation. At the closing, the purchase price for the Participation Securities shall be paid by the purchaser(s) to the Corporation against delivery by the Corporation to the purchaser(s) of the certificates evidencing the Participation Securities to be issued, free and clear of all liens, encumbrances, security interests, adverse claims or other restrictions (other than those created by these Articles of Incorporation), and each Participating Shareholder exercising its preemptive rights pursuant to this Section A shall execute and deliver such documents as shall be reasonably requested by the Corporation.

(5) If (i) the Participation Period shall have expired and any portion of the offered Participation Securities shall not have been accepted by any of the holders of Common Stock or Series A Convertible Preferred Stock, or (ii) at the scheduled closing of the offered Participation Securities to all or any of the Participating Shareholders pursuant to this Section A, any of such Participating Shareholders fails to or is unable to consummate the acquisition of the Participation Securities as provided in its Participation Exercise Notice, then the Corporation shall be free to consummate the issuance or sale of the unpurchased Participating Securities to the Person(s) named in the Participation Notice; provided that such issuance or sale is consummated within ninety (90) days following the expiration of the Participation Period at a price equal to or greater than the price set forth in the Participation Notice and on terms and conditions no less favorable to the Corporation in the aggregate than are set forth in the Participation Notice. If, at the end of such 90-day period, the Corporation has not completed the sale or issuance of any such Participation Securities in accordance with the terms provided in the Participation Notice, the Corporation shall again be obligated to comply with the provisions of this Section A with respect to, and deliver a Participation Notice in connection with, any proposed sale or issuance of such Participation Securities.

(6) The preemptive rights provided by this Section A shall not be available to holders of Common Stock or Series A Convertible Preferred Stock with respect to any issuances by the Corporation of (i) securities issued in connection with a pro rata stock dividend, stock split, subdivision, combination, recapitalization or similar transaction, (ii) securities issued upon exercise, conversion or exchange of any security of the Corporation (including, for the avoidance of doubt, the Series A Convertible Preferred Stock and the Bridge Notes), (iii) securities issued to employees or directors of, and consultants to, the Corporation and its subsidiaries in connection with an employee incentive program or similar benefit plan, (iv) securities issued to the public in connection with a Qualified Public Offering by the Corporation or in connection with the issuance or exercise of warrants or shares granted to underwriters in connection with a Public Offering, (v) securities issued to independent third parties in connection with corporate or strategic partnerships, joint ventures or alliances involving the Corporation and/or its subsidiaries, (vi) securities issued to lenders who are independent third parties in loan transactions, (vii) securities issued to independent third parties in connection with acquisitions, (viii) securities issued to subsidiaries of the Corporation, (ix) securities issued pursuant to the Stock Purchase Agreement, or (x) shares of Series B Preferred Stock. The provisions of this Section A can be waived with the written consent of each of the holders of a majority of the outstanding shares of Common Stock and a majority of the outstanding shares of Series A Convertible Preferred Stock. For the avoidance of doubt, holders of Common Stock or Series A Convertible Preferred Stock issued pursuant to any of the issuances described in clauses (i) through (viii) of this Section A(6), when and if such shares are issued, shall be entitled to the preemptive rights provided by this Section A with respect to such shares of Common Stock and Series A Convertible Preferred Stock.

ARTICLE VI.

BOARD OF DIRECTORS

A. Powers of the Board of Directors . The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall be constituted as provided in these Articles of Incorporation, the By-Laws of the Corporation and the OBCA. The Board shall hold meetings on at least a quarterly basis.

B. Number, Election and Term of Office .

(1) Upon the Series A Initial Issuance Date, continuing until the issuance of the Series B Preferred Stock or as provided in Section B(4):

(a) the Board shall consist of eight (8) members, of which the holders of the Common Stock are entitled to designate, elect, remove and replace four (4) of such directors (“ Common Directors ”), and the holders of Series A Convertible Preferred Stock are entitled to designate, elect, remove and replace four (4) of such directors (the “ Series A Preferred Directors ”); and

Convertible Preferred Stock shall have the right to nominate and elect the four (4) Series A Preferred Directors and (ii) the Common Directors serving as directors for the term immediately prior thereto (the “ Incumbent Common Directors ”) (which, for the avoidance of doubt, as of the Series A Initial Issuance Date shall refer to all directors then in office for the period immediately preceding the Series A Initial Issuance Date) shall have the right to nominate, and the holders of the Common Stock shall have the right to elect, the four (4) Common Directors.

(2) Upon the Series A Initial Issuance Date, the Board shall consist of:

(a) the following four directors who shall initially be deemed the Common Directors: Roderick Wendt, Robert Turner, Barry Homrighaus and Ron Saxton; and

(b) Anthony Munk, Philip Orsino and two other directors designated by the holders of the Series A Convertible Preferred Stock prior to the Series A Initial Issuance Date, who shall be deemed the Series A Preferred Directors.

(3) Upon the issuance of the Series B Preferred Stock, the size of the Board shall expand to ten (10) members and the holders of the Series B Preferred Stock shall be entitled to designate, elect, remove and replace two (2) directors (the “ Series B Preferred Directors ”, and collectively with the Series A Preferred Directors, the “ Preferred Directors ”) so that the Board will consist of four Series A Preferred Directors, two Series B Preferred Directors and four Common Directors.

(4) In the event of a Major Onex Ownership Decline, the number of Preferred Directors shall be reduced to one (1), who will be a Series A Preferred Director.

(5) The Common Directors and Preferred Directors shall be elected at each annual meeting of the Corporation, with each director to hold office, unless removed, until his or her successor shall have been duly elected and qualified.

(6) Any vacancy (including, but not limited to, vacancies due to resignation, removal, death or incapacitation) in the office of any Common Director shall be filled only by the affirmative vote of the holders of the Common Stock. Any vacancy (including, but not limited to, vacancies due to resignation, removal, death or incapacitation) in the office of any Preferred Director shall be filled only by the affirmative vote of the holders of the applicable series of Preferred Stock with power to elect such Preferred Director. Any Common Director or Preferred Director, respectively, elected to fill a vacancy (including any vacancy created by any removal, death or resignation of any director or for any other reason) pursuant to this Section B(5) shall hold office for a term that shall coincide with the remaining term of the replaced Common Director and Preferred Director, respectively. In the event of a vacancy in the office of any Common Director, the remaining Common Directors shall call a special meeting of shareholders to be held within 21 days of the date such vacancy arose for the purpose of filling such vacancy.

(7) The provisions of this Section B shall terminate at such time as there is no Series A Convertible Preferred Stock outstanding.

ARTICLE VII.

DIRECTORS AND OFFICERS

A. To the fullest extent permitted by the OBCA, as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. The liability of a director of the Corporation to the Corporation or its shareholders for monetary damages shall be eliminated to the fullest extent permissible under applicable law in the event it is determined that Oregon law does not apply. The Corporation shall, to the fullest extent permitted by law, as now or hereafter in effect, indemnify its directors and officers against any liabilities, losses or related expenses which they may incur by reason of serving or having served as directors or officers of the Corporation, or serving or having served at the request of the Corporation as directors, officers, trustees, partners, employees or agents of any entity in which the Corporation has an interest. Such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such person’s heirs, executors and personal and legal representatives. The right to indemnification conferred by this Article VII shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition. Notwithstanding the foregoing, the Corporation shall not be obligated to indemnify any director or officer (or any of such person’s heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person (except for a proceeding to enforce rights to indemnification) unless such proceeding (or part thereof) was authorized or consented to by the Board.

C. The rights to indemnification and to the advance of expenses conferred in this Article VII shall not be exclusive of any other right which any person may have or hereafter acquire under these Articles of Incorporation, the By-Laws of the Corporation, any statute, agreement, vote of shareholders or disinterested directors or otherwise.

D. Any repeal or modification of this Article VII shall not result in any liability of a director, or any change or reduction in the indemnification to which a director, officer, employee or agent would otherwise be entitled with respect to any action or omission occurring prior to such repeal or modification.

ARTICLE VIII.

BY-LAWS

Except as otherwise provided in these Articles of Incorporation, in furtherance and not in limitation of the powers conferred by statute, the Board is expressly authorized to make, repeal, amend and rescind the By-Laws of the Corporation, provided that Sections 1.2, 2.1, 2.5, 2.8, 2.9, 2.13, 2.15, 3.2 and 3.7 of the By-Laws shall not be amended, repealed or rescinded prior to the consummation of a Qualified Public Offering or conversion of all outstanding Series A Preferred Stock into Common Stock without the prior written consent of the holders of a majority of the shares of Common Stock then outstanding.

ARTICLE IX.

DISTRIBUTIONS

The Corporation may make distributions with respect to its stock, including repurchases and redemptions, regardless of whether the Corporation’s net assets after giving effect to the purchase would be sufficient to satisfy the preferential rights upon dissolution of holders of Preferred Stock.

ARTICLE X.

ACTION WITHOUT A MEETING

Any action to be taken by the holders of the Common Stock, Series A Convertible Preferred Stock or Series B Preferred Stock, voting as a separate class, may be approved without a meeting if the action is taken by holders of Common Stock, Series A Convertible Preferred Stock or Series B Preferred Stock, as the case may be, having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all such shareholders entitled to vote on the action were present and voted.

ARTICLE XI.

CONTROL SHARE ACT

Sections 60.801 to 60.816 of Oregon Revised Statutes shall not apply to the Corporation or the acquisition of voting securities of the Corporation.

ARTICLE XII.

AMENDMENT

The Corporation reserves the right to adopt, repeal, rescind or amend in any respect any provisions contained in these Articles of Incorporation in the manner now or hereafter prescribed by applicable law, and all rights conferred on shareholders herein are granted subject to this reservation. Notwithstanding anything to the contrary contained in these Articles of Incorporation, any such amendment shall require the affirmative vote of the holders of (x) a majority of the Series A Convertible Preferred Stock and (y) a majority of the common stock, voting as separate classes.

ARTICLE XIII.

DEFINITIONS

Capitalized terms used herein shall have the following definitions:

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person, and when used with respect to any individual, shall also include the Relatives of such individual. The term “ control ” (including, with correlative meaning, the terms “ controlled by ” and “ under common control with ”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“ Approved Securities Exchange ” means either the New York Stock Exchange or the NASDAQ Global Select Market.

“ Articles of Incorporation ” shall mean these Amended and Restated Articles of Incorporation.

“ Available Excess Non-Core Cash Proceeds ” shall have the meaning set forth in the Stock Purchase Agreement

“ Board ” shall mean the Board of Directors of the Corporation.

“ Bridge Notes ” means the Convertible Promissory Notes, in an aggregate initial principal amount of $188,878,552 ¹ , issued by the Corporation to the Onex Shareholders and their Affiliates on the Series A Initial Issuance Date.

“ Capital Stock ” shall have the meaning set forth in Article II.

“ Common Directors ” shall have the meaning set forth in Section B(1)(a) of Article VI.

“ Common Stock ” shall have the meaning set forth in Article II.

“ Common Stock Liquidation Value ” shall have the meaning set forth in Section C of Article IV.

“ Company Redemption ” shall have the meaning set forth in Section D(1) of Article IV.

¹	$188,878,552, less the amount of Non-Core Asset proceeds received prior to closing.

“ Company Redemption Date ” shall have the meaning set forth in Section D(2) of Article IV.

“ Company Redemption Notice ” shall have the meaning set forth in Section D(1) of Article IV.

“ Company Redemption Price ” shall have the meaning set forth in Section D(1) of Article IV.

“ Company Sale ” shall have the meaning set forth in Section C of Article IV.

“ Consolidated Indebtedness ” means, as of any date, the aggregate amount outstanding, on a consolidated basis and without duplication, of (a) all obligations of the Corporation or its Subsidiaries for borrowed money, (b) all obligations of the Corporation or its Subsidiaries evidenced by bonds, debentures, notes or other similar instruments or upon which interest charges are customarily paid, (c) all obligations of the Corporation or its Subsidiaries for the deferred purchase price of property or services, except current accounts payable arising in the ordinary course of business and not overdue beyond such period as is commercially reasonable for the business of the Corporation and its Subsidiaries, (d) all obligations of the Corporation or its Subsidiaries under conditional sale or other title retention agreements relating to property purchased by such Person and all capitalized lease obligations, (e) all payment obligations of the Corporation or its Subsidiaries on or for currency protection agreements, interest rate swap agreements or other agreements relating to derivatives based on the “mark to market” value of such agreements at the time of determination (it being understood that if the aggregate “mark to market” value is positive, such positive value will reduce the amount of Consolidated Indebtedness), (f) all obligations of the Corporation or its Subsidiaries for the reimbursement of any obligor on any letter of credit banker’s acceptance or similar credit transaction (other than any undrawn amount in respect of such letters of credit or similar credit transactions), (g) all obligations of the Corporation or its Subsidiaries or any third party secured by property or assets of the Corporation or its Subsidiaries (regardless of whether or not such Person is liable for repayment of such obligations), except for items described in the definition of Permitted Encumbrances and (h) all indebtedness of another Person of the nature referred to in clauses (a) through (g) above guaranteed directly or indirectly by the Corporation or any of its Subsidiaries solely to the extent any such guaranty has been called and not paid. For purposes of this definition, any amount denominated other than in U.S. dollars shall be converted into U.S. dollars based on the applicable exchange rate on the date of determination as reported by Wells Fargo.

“ Conversion Rate ” shall have the meaning set forth in Section B(1) of Article IV.

“ Corporation ” shall have the meaning set forth in Article I.

“ Distributable Non-Core Assets/Proceeds ” means, (a) with respect to any dividend or distribution in kind, any of the Non-Core Assets so long as the fair market value of the Non-Core Assets remaining with the Corporation and its subsidiaries following such distribution, as determined by the Board, is not less than the amount of Contingent Non-Core Asset Indemnification Payments at such time and (b) with respect to any cash dividend or distribution, the amount of any Available Excess Non-Core Cash Proceeds as of such date.

“ Equity Constant ” means $234.00. Concurrently with any issuance of Series A Convertible Preferred Stock pursuant to Section 9.8(e) of the Stock Purchase Agreement, the Equity Constant will be reduced to an amount equal to the product of (a) the Equity Constant immediately prior to such issuance and (b) a fraction, (i) the numerator of which equals the number of shares Series A Convertible Preferred Stock issued and outstanding immediately prior to such issuance, and (ii) the denominator of which equals the total number of shares of Series A Convertible Preferred Stock outstanding as of immediately after such issuance. For the avoidance of doubt, a reduction in the Equity Constant will have no effect on the amount of dividends accrued on the Series A Convertible Preferred Stock prior to the occurrence of such reduction.

“ ESOP ” means the JELD-WEN, inc., Employee Stock Ownership and Retirement Plan and Trust.

“ Incumbent Common Directors ” shall have the meaning set forth in Section B(1)(b) of Article VI.

“ Liquidation ” shall have the meaning set forth in Section A of Article III.

“ Non-Core Assets ” has the meaning set forth in the Stock Purchase Agreement.

“ Note Conversion Date ” shall have the meaning set forth in Section A(2)(a) of Article IV.

“ OBCA ” means the Oregon Business Corporation Act, Chapter 60 Oregon revised statutes.

“ Onex Shareholders ” means the purchasers identified in the Stock Purchase Agreement.

“ Participating Shareholder ” shall have the meaning set forth in Section A(2) of Article V.

“ Participation Exercise Notice ” shall have the meaning set forth in Section A(2) of Article V.

“ Participation Notice ” shall have the meaning set forth in Section A(1) of Article V.

“ Participation Period ” shall have the meaning set forth in Section A(2) of Article V.

“ Participation Securities ” shall have the meaning set forth in Section A(1) of Article V.

“ Percentage Ownership ” equals, with respect to any Shareholder, a fraction, the numerator of which is the total number of shares of Common Stock owned by, or issuable upon conversion of Series A Convertible Preferred Stock owned by (or issuable upon conversion of Series A Convertible Preferred Stock issuable upon conversion of Bridge Notes owned by), such Shareholder and the denominator of which is the total number of shares of Common Stock owned by, or issuable upon conversion of Series A Convertible Preferred Stock owned by (or issuable upon conversion of Series A Convertible Preferred Stock issuable upon conversion of Bridge Notes owned by), all Shareholders; provided , however , the calculation of Percentage Ownership shall not include (i) any stock options or other similar equity awards granted to any Person, (ii) shares of Common Stock issued or issuable upon conversion of Series A Convertible Preferred Stock to the extent attributable to Series A Unpaid Dividends, (iii) shares of Common Stock (x) issued or issuable upon conversion of the Bridge Notes or (y) issued or issuable upon conversion of Series A Convertible Preferred Stock issuable upon conversion of the Bridge Notes, in either case to the extent attributable to accrued but unpaid interest on the Bridge Notes, or (iv) shares of Capital Stock issued with respect to indemnification obligations of the Corporation under Article IX of the Stock Purchase Agreement, other than shares of Series A Convertible Preferred Stock issued to the Onex Shareholders pursuant to Section 9.8(e) of the Stock Purchase Agreement to the extent that the combined effect of the issuance of such shares and the issuance of shares of Capital Stock (or securities convertible or exchangeable into or exercisable for Capital Stock) in connection with the matter that gave rise to such issuance under Section 9.8(e) did not increase the percentage of Common Stock of the Corporation held in the aggregate by the Onex Shareholders (calculated on an as-converted, fully-diluted basis excluding shares attributable to dividends on the Series A Convertible Preferred Shares). The Percentage Ownership of the Onex Shareholders shall take into account the Common Stock, Series A Convertible Preferred Stock and Bridge Notes owned by their permitted transferees under the Onex Shareholders Agreement and terms of the Bridge Notes.

encumbrances arising in the ordinary course of business consistent with past practice, (c) other encumbrances or imperfections of title to or on real or personal property that are not material in amount and do not materially detract from the value of or materially impair the existing use of the property affected by such encumbrance or imperfection and (d) all local and other laws, including building and zoning laws, governing the use of real property generally in the enacting jurisdiction.

“ Person ” means any individual, group, corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, governmental body or other entity.

“ Preferred Directors ” shall have the meaning set forth in Section B(3) of Article VI.

“ Preferred Stock ” shall have the meaning set forth in Article II.

“ Pro Rata Portion ” shall have the meaning set forth in Section A(2) of Article V.

“ Public Offering ” means a public offering of equity securities of the Corporation pursuant to an effective registration statement under the Securities Act.

“ Relatives ” means, with respect to any individual, collectively, the spouse, domestic partner, parents, siblings and descendants of such individual and their respective issue (whether by blood or adoption and including stepchildren) and the spouses and domestic partners of such persons.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the relevant time.

“ Series A Convertible Preferred Stock ” shall have the meaning set forth in Article II.

“ Series A Initial Investment Amount ” means $675 million.

“ Series A Initial Issuance Date ” means the date the Corporation first issues shares of Series A Convertible Preferred Stock.

“ Series A Initial Liquidation Value ” shall have the meaning set forth in Section C of Article IV, as the same may be adjusted pursuant to such section.

“ Series A Preferred Directors ” shall have the meaning set forth in Section B(1)(a) of Article VI.

“ Series A Unpaid Dividends ” shall have the meaning set forth in Section A(2)(a) of Article IV.

“ Series B Preferred Directors ” shall have the meaning set forth in Section B(3) of Article VI.

“ Series B Preferred Stock ” shall have the meaning set forth in Article II.

“ Shareholders ” shall have the meaning set forth in Section B of Article III.

“ Shares ” shall have the meaning set forth in Article II.

“ Stock Purchase Agreement ” means the Amended and Restated Stock Purchase Agreement, dated July 29, 2011, between the Corporation and the Onex Shareholders.

“ Subsidiary ” means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof.

“ Tender Offer ” means the Corporation’s tender offer to purchase up to $100 million of shares of Common Stock from its shareholders commenced on May 6, 2011.

“ Tender Offer Transactions ” means the redemption of shares of Common Stock in the Tender Offer and the issuance of any shares Series A Convertible Preferred Stock to the Onex Shareholders following the consummation thereof pursuant to Section 4.2 of the Stock Purchase Agreement.

“ TTM EBITDA ” means, as of any date of determination, EBITDA of JELD WEN, inc. and its Subsidiaries for the most recent twelve (12) full fiscal months ended at least 22 days prior to such date.

EXHIBIT B

FORM OF REGISTRATION RIGHTS AGREEMENT

[ see attached ]

Exhibit B

EXHIBIT B

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is made as of [ ], 2011, among JELD-WEN Holding, inc., an Oregon corporation (the “ Company ”), Onex Partners III LP, a Delaware limited partnership, , , (collectively, the “ Onex Shareholders ”), and the Persons listed on Schedule A attached hereto and such other stockholders of the Company as may, from time to time, become parties to this Agreement in accordance with the provisions hereof (together with the Onex Shareholders, the “ Investors ”).

The Onex Shareholders have entered into an Amended and Restated Stock Purchase Agreement with the Company, dated as of July 29, 2011 (the “ Stock Purchase Agreement ”). In order to induce the Onex Shareholders to, and as a condition to the Onex Shareholders’ obligation to, consummate the transactions contemplated thereby, the Company has agreed to provide the registration rights set forth in this Agreement. Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 12.

The parties, intending to be legally bound hereby, agree as follows:

1. Demand Registrations .

(a) Initial Public Offering . At any time after [●], 2016 ¹ either the Majority Onex Shareholders or the Majority Common Shareholders may by written notice to the Company require that the Company effect an initial Public Offering of its Common Stock (“ IPO ”) through underwriters mutually selected by the Majority Onex Shareholders and the Company, both acting reasonably. If such a notice is given, the Company shall take all action necessary to effect an IPO for total proceeds of at least $300,000,000 as soon as practical, including registering the shares to be offered under the Securities Act, listing such shares on the New York Stock Exchange or the NASDAQ Global Select Market and participating in marketing activities recommended by the managing underwriter. If the managing underwriter for the IPO determines that it would be desirable to split the Common Stock in connection with the IPO, the Company’s Board of Directors shall approve an amendment to the Company’s Amended and Restated Articles of Incorporation to effect the split recommended by the managing underwriter and each of the Investors hereby agrees to vote its shares of Common Stock and Series A Convertible Preferred Stock in favor of such amendment. The Company will pay all Registration Expenses of an IPO.

(b) Requests for Registration . Subject to Sections 1(c) and 1(d), at any time and from time to time after six (6) months after the closing of the IPO, either the Majority Onex Shareholders or the Majority Common Shareholders (the “ Demanding Shareholder ”) may by written notice to the Company request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration (“ Long-Form Registrations ”) or, if available, on Form S-2 or S-3 or any similar short-form registration

¹	Fifth anniversary of the closing.

(“ Short-Form Registrations ”). Each request for a registration under this Section 1(b) shall specify the approximate number of Registrable Securities requested to be registered and the proposed method of distribution. Within ten (10) days after receipt of any such request, the Company shall give written notice of such requested registration to all other Investors and, subject to Section 1(e), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the receipt of the Company’s notice. All registrations requested pursuant to Section 1(a) and this Section 1(b) are referred to herein as “ Demand Registrations .”

(c) Long-Form Registrations . The Majority Onex Shareholders and the Majority Common Shareholders will each be entitled to request, at the times and subject to the conditions set forth in Section 1(b), an unlimited number of Long-Form Registrations in which the Company will pay all Registration Expenses (“ Company-Paid Long-Form Registrations ”), provided that the aggregate anticipated offering proceeds in any such registration exceeds $50 million (unless the Demanding Shareholder request registration of all of its Registrable Securities) and provided further that the Company shall have no obligation to effect a Long-Form Registration more frequently than once every 6 months. Except as set forth in Section 6, absent an agreement by the holders requesting such registration to bear such expenses, the Company will pay all Registration Expenses in connection with any registration initiated as a Company-Paid Long-Form Registration, whether or not it has become effective. All Long-Form Registrations shall be underwritten registrations.

(d) Short-Form Registrations . In addition to the Company-Paid Long-Form Registrations provided pursuant to Section 1(c), the Majority Onex Shareholders and the Majority Common Shareholders, at the times and subject to the conditions set forth in Section 1(b), shall each be entitled to request an unlimited number of Short-Form Registrations in which the Company shall pay all Registration Expenses. Demand Registrations shall be Short-Form Registrations whenever the Company is permitted to use Form S-2 or S-3 or any similar short form, but the prospectus included in a Short-Form Registration for an underwritten offering shall include such additional information not required by the applicable form as the managing underwriter may reasonably request. After the Company has become subject to the reporting requirements of the Securities Exchange Act, the Company shall use its commercially reasonable efforts to be and remain eligible to use Short-Form Registrations for the sale of Registrable Securities. The Majority Onex Shareholders and the Majority Common Shareholders may each require that any Short-Form Registration provide, pursuant to Rule 415 under the Securities Act or any successor rule, for the continuous offering and sale of Registrable Securities through market transactions and such methods of distribution as the Onex Shareholder may reasonably request (a “ Shelf Registration ”). Each request for a registration under this Section 1(d) shall specify the approximate number of Registrable Securities to be registered and the proposed method of distribution.

(e) Priority on Demand Registrations . The Company shall not include in any Demand Registration any securities that are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registration. If a Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted pursuant to the immediately preceding sentence, other securities

requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company shall include in such registration prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included (whether upon exercise of a Demand Registration right or upon exercise of the right to participate in such a Demand Registration) that in the opinion of such underwriters can be sold without adversely affecting the marketability of the offering, pro rata among the respective holders thereof on the basis of the aggregate number of Registrable Securities held by each such holder. The Company may limit the number of Registrable Securities that each Investor may include among the securities covered by such registration to the same percentage of the Registrable Securities held by such Investor as the Registrable Securities included in such registration by the Demanding Shareholder represent of the Registrable Securities held by the Demanding Shareholder.

(f) Restrictions on Demand Registrations . The Company will not be obligated to effect any Demand Registration, other than a Shelf Registration (but subject to Section 4), within six months after the effective date of a Demand Registration or a registration in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included. The Company may postpone for up to six months the filing or the effectiveness of a registration statement for a Demand Registration if the Company’s Board of Directors determines that it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide material business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or the Securities Exchange Act.

(g) Selection of Underwriters . The Majority Onex Shareholders and the Company, both acting reasonably, shall have the right to mutually select the investment banker(s) and manager(s) to administer the offering in connection with a Demand Registration.

(h) Other Registration Rights . The Company will not grant to any Person the right to request the Company to register any equity securities of the Company, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the holders of at least a majority of the Registrable Securities; provided that, the Company may grant rights to other Persons to participate in Piggyback Registrations or Demand Registrations so long as such rights are subordinate to the rights of the holders of Registrable Securities with respect to such Piggyback Registrations or Demand Registrations.

2. Piggyback Registrations .

(a) Right to Piggyback . Whenever the Company proposes to register any of its securities under the Securities Act (including the IPO and primary registrations on behalf of the Company and secondary registrations on behalf of the holders of its securities other than

pursuant to a Demand Registration) and the registration form to be used may be used for the registration of Registrable Securities (a “ Piggyback Registration ”), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and shall use its best efforts to include, subject to Section 2(c), in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the receipt of the Company’s notice.

(b) Piggyback Expenses . The Registration Expenses of the holders of Registrable Securities will be paid by the Company in all Piggyback Registrations.

(c) Priority on Primary Registrations . If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares requested to be included by each such holder, and (iii) third, other securities requested to be included in such registration.

(d) Priority on Secondary Registrations . If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the Registrable Securities requested to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the aggregate number of Registrable Securities held by each such holder, and (ii) second, other securities requested to be included in such registration.

(e) Selection of Underwriters . If any Piggyback Registration is an underwritten offering, the selection of investment banker(s) and manager(s) for the offering must be approved by the holders of a majority of the Registrable Securities included in such Piggyback Registration. Such approval will not be unreasonably withheld.

(f) Other Registrations . If the Company has previously filed a registration statement with respect to Registrable Securities pursuant to Section 1 or pursuant to this Section 2, and if such previous registration has not been withdrawn or abandoned, the Company will not, except as required by Section 1, file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-4 or Form S-8 or any successor forms), whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least 90 days has elapsed from the effective date of such previous registration.

3. Holdback Agreements .

(a) Each holder of Registrable Securities agrees not to effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act) of Registrable Securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 90-day (180-day in the case of the IPO) period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration in which Registrable Securities are included or which is a Public Offering (including the IPO) for the account of the Company (except as part of such underwritten registration), unless the underwriters managing the Public Offering otherwise agree. In connection with any underwritten Demand Registration, each holder of Registrable Securities will, if so requested by the managing underwriter, enter into customary lock-up agreements for the periods specified in the preceding sentence (or such shorter periods to which the managing underwriter may agree), subject to extension for up to 35 days on customary terms by reason of earnings releases or material news or events concerning the Company.

(b) The Company agrees (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 90-day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to registrations on Form S-4 or Form S-8 or any successor forms), unless the underwriters managing the registered public offering otherwise agree, and (ii) to cause each holder of its common stock, or any securities convertible into or exchangeable or exercisable for its common stock, purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) and who is a director, officer or one percent shareholder of the Company to agree not to effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act) of any Registrable Securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree.

4. Registration Procedures . If the Company is required to effect the IPO or any other registration of Registrable Securities pursuant to this Agreement, the Company will use commercially reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company will as expeditiously as possible:

(a) prepare and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such registration statement to become effective (provided, that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel);

(b) prepare and file with the Securities and Exchange Commission (x) such amendments and supplements to such registration statement and the prospectus used in

connection therewith as may be necessary to keep such registration statement effective for the period required to accomplish the plan of distribution set forth therein (but not, except in the case of a Short-Form Registration, more than six months) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement and (y) any free writing prospectus requested by the underwriters or by Participant Counsel;

(c) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(d) use commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided, that the Company will not be required to (i) qualify generally to do business in any jurisdiction, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction, in each case where it would not otherwise be required to qualify, subject itself to taxation or consent to general service of process but for this subparagraph);

(e) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will promptly prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

(f) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed, if eligible for such listing, on one or more securities exchanges;

(g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

(h) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the underwriters reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a stock split or a combination of shares);

(i) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any

attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

(j) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(k) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain the withdrawal of such order;

(l) use commercially reasonable efforts to obtain comfort letters, dated (i) the effective date of such registration statement, (ii) the date the Registrable Securities being sold are delivered to the underwriters, if any, for sale pursuant thereto and (iii) if required by the underwriters, if any, on or prior to the date of any preliminary prospectuses, from the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters and if the Registrable Securities included in such registration statement constitute at least 10% of the securities covered by such registration statement, also covering such matters as the holders of a majority of the Registrable Securities being sold reasonably request;

(m) use commercially reasonable efforts to provide a legal opinion of the Company’s outside counsel with respect to the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature;

(n) if requested by the managing underwriter or underwriters or a holder of Registrable Securities being sold in connection with an underwritten offering (including an underwritten offering under a Shelf Registration), promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriters and the holders of a majority of the Registrable Securities being sold agree should be included therein relating to the plan of distribution with respect to such Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being sold to such underwriters, the purchase price being paid therefor by such underwriters and with respect to any other terms of the underwritten (or best efforts underwritten) offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;

(o) cooperate with the selling holders of Registrable Securities and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two business days prior to any sale of Registrable Securities to the underwriters;

(p) cooperate with, and make members of management available to participate in, road shows and other marketing activities as reasonably requested by the managing underwriter or underwriters; and

(q) use commercially reasonable efforts to cause the Registrable Securities covered by the applicable registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriters, if any, to consummate the disposition of such Registrable Securities.

5. Registration Expenses .

(a) All expenses incident to the Company’s performance of or compliance with this Agreement, including without limitation all registration and filing fees, fees and expenses associated with filings required to be made with FINRA (or the NASD) (including, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel as may be required by the rules and regulations of FINRA (or the NASD)), fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the Company (all such expenses being herein called “ Registration Expenses ”), will be borne as provided in this Agreement, except that the Company will, in any event, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed.

(b) In connection with the IPO, each Demand Registration and each Piggyback Registration, the Company will reimburse the Onex Shareholders and the holders of Registrable Securities covered by such registration for the reasonable fees and disbursements of one counsel chosen by the Majority Onex Shareholders and one counsel chosen by the holders of a majority of the Registrable Securities (other than the Onex Shareholders) included in such registration (collectively, “ Participant Counsel ”).

(c) To the extent Registration Expenses are not required to be paid by the Company, each holder of securities included in any registration hereunder will pay those Registration Expenses allocable to the registration of such holder’s securities so included, and any Registration Expenses not so allocable will be borne by all sellers of securities included in such registration in proportion to the aggregate selling price of the securities to be so registered.

6. Indemnification .

(a) The Company agrees to indemnify, to the extent permitted by law, each holder of Registrable Securities, its officers and directors and each Person who controls such holder (within the meaning of the Securities Act or the Securities Exchange Act) against all losses, claims, damages, liabilities and expenses (including any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld) caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or free writing prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or any violation by the Company of any federal, state or common law applicable to the Company and relating to action required of or inaction by the Company in connection with such registration, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such holder expressly for use therein or by such holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering, the Company will indemnify the underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act or the Securities Exchange Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities.

(b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Company in writing such information relating to such holder and its Registrable Securities as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act or the Securities Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or free writing prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished in writing by such holder expressly for use in the preparation of such registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto; provided that the obligation to indemnify will be individual to each holder and will be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such registration statement.

(c) Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (but any failure to so notify the indemnifying party shall not relieve it of any liability which it may otherwise have to any indemnified party unless such failure shall materially adversely affect the defense of such claim) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of

such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

(d) If for any reason the foregoing indemnity is held by a court of competent jurisdiction to be unavailable to an indemnified party under Sections 6(a), (b) or (c), then each applicable indemnifying party shall contribute to the amount paid or payable to such indemnified party as a result of any losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such losses, claims, damages, liabilities and expenses as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. If, however, the allocation provided in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults but also the relative benefits of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if any contribution pursuant to this Section 6(d) were to be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the preceding sentences of this Section 6(d). The amount paid or payable in respect of any losses, claims, damages, liabilities and expenses shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such losses, claims, damages, liabilities and expenses. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding anything in this Section 6(d) to the contrary, no indemnifying party (other than the Company) shall be required pursuant to this Section 6(d) to contribute any amount greater than the amount of the net proceeds actually received by such indemnifying party upon the sale of the Registrable Securities pursuant to the registration statement giving rise to such losses, claims, damages, liabilities and expenses less the amount of any indemnification payment made by such indemnifying party pursuant to Sections 6(a), (b) and (c).

(e) The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the transfer of securities. The indemnification and contribution provided for in this Agreement shall be in addition to, and not in lieu of, the indemnification and contribution provisions in any underwriting or similar agreement.

7. Participation in Registrations .

(a) No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

(b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(e), such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by Section 4(e).

8. Current Public Information . At all times after the Company has effected a Public Offering, the Company will use commercially reasonable efforts to file all reports required to be filed by it under the Securities Act and the Securities Exchange Act and the rules and regulations adopted by the Securities and Exchange Commission thereunder, and will take such further action as any holder or holders of Registrable Securities may reasonably request, all to the extent required to enable such holders to sell Registrable Securities pursuant to Rule 144 adopted by the Securities and Exchange Commission under the Securities Act (as such rule may be amended from time to time) or any similar rule or regulation hereafter adopted by the Securities and Exchange Commission.

9. IPO Preparation . The Company shall use commercially reasonable efforts, and the Investors shall cooperate with and assist the Company in its efforts, to cause the Company to be prepared to effectuate an IPO by no later than the second anniversary of the date hereof. Such efforts shall include, but not be limited to, ensuring the Company has sufficient financial reporting and controls, as well as addressing other legal, accounting and marketing considerations which would affect the Company’s ability to successfully conclude an IPO process.

10. IPO Participation Right .

(a) For so long as the Onex Shareholders and their Affiliates collectively own at least five percent (5%) of the outstanding Common Stock (calculated on an as-converted, fully diluted basis), if the Company elects to effect an IPO or any subsequent Public Offering of shares of Common Stock (collectively, “ Participation Securities ”) other than pursuant to a demand by the Majority Onex Shareholders pursuant to Section 1(a), the Company shall offer each of the Onex Shareholders, by written notice to its address last shown on the records of the Company (a “ Participation Notice ”) at least twenty (20) days prior to the closing of the IPO or other offering, the right to purchase its respective Pro Rata Portion (as defined below) of the primary shares offered pursuant to such IPO or offering, in each case at the same price at which the Common Stock will be offered to the public pursuant to such IPO or offering; provided , that no Onex Shareholder shall have the right to participate in the offering pursuant to this Section 10

if and to the extent that its purchase would reduce the public float of the Common Stock immediately after the closing of the IPO or Public Offering to an amount lower than $300,000,000.

(b) The Participation Notice shall specify: (i) the number of Participation Securities that the Company proposes to issue or sell, (ii) the price at which such Participation Securities are proposed to be sold to the public (or, if the price is not known at the time the Participation Notice is given, the method of determining such price and an estimate thereof), and (iii) the other material terms and conditions of the IPO or Public Offering. Following delivery by the Company of a Participation Notice, the Company shall provide such additional information as the Majority Onex Shareholders may reasonably request in order to evaluate the proposed purchase of the Participation Securities.

(c) Each Onex Shareholder shall have a period of ten (10) days (the “ Participation Period ”) after the receipt of the Participation Notice within which to notify the Company in writing (the “ Participation Exercise Notice ”) that such holder wishes to acquire a specified amount of the Participation Securities, up to its Pro Rata Portion (as defined below). Such Participation Exercise Notice shall constitute an irrevocable commitment by the applicable Onex Shareholder to purchase such number of Participation Securities set forth therein on the terms and subject to the conditions set forth in this Section 10. “ Pro Rata Portion ” means a number of Participation Securities, expressed as a percentage, equal to the maximum number of Participation Securities proposed to be sold by the Company pursuant to the IPO or subsequent public offering multiplied by a fraction, the numerator of which is the sum of (i) the number of shares of Common Stock issued or issuable upon conversion of Series A Convertible Preferred Stock (except to the extent attributable to dividends thereon), and (ii) the number of Percentage Maintenance Shares, in each case then owned by such Onex Shareholder, and the denominator of which is the sum of (x) the total number of shares of Common Stock held by Persons other than such Onex Shareholder, (y) the number of shares of Common Stock issued or issuable upon conversion of the Series A Convertible Preferred Stock (except to the extent attributable to dividends thereon), and (z) the number of Percentage Maintenance Shares, calculated immediately before giving effect to the IPO or Public Offering, as applicable. For purposes of determining an Onex Shareholder’s Pro Rata Portion, no Onex Shareholder with participation rights under this Section 10 shall be considered an Affiliate of any other such Onex Shareholder and any other Affiliate of an Onex Shareholder shall only have its share ownership ascribed to a single Onex Shareholder.

(d) The purchase of Participation Securities by the Onex Shareholders shall be at the same price and on the same terms and conditions, including the date of sale or issuance, as are applicable to the proposed sale by the Company of the Participation Securities to the public pursuant to the IPO or Public Offering. The closing of the purchase of Participation Securities shall take place at the same place as the closing of the Company’s proposed IPO or Public Offering. At the closing, the purchase price for the Participation Securities shall be paid by the Onex Shareholders to the Company against delivery by the Company to the Onex Shareholders of the certificates evidencing the Participation Securities to be issued, free and clear of all liens, encumbrances, security interests, adverse claims or other restrictions (other than those created by the Company’s Amended and Restated Articles of Incorporation, the Shareholders Agreement, of even date herewith, among the Company, the Onex Shareholders and certain other

shareholders of the Company, and restrictions under applicable securities laws), and the applicable Onex Shareholders shall execute and deliver such documents as shall be reasonably requested by the Company.

(e) Each Onex Shareholder shall have the right to designate any of its Affiliates to purchase any Participation Securities which such Onex Shareholder is entitled to purchase pursuant to this Section 10 (in lieu of purchase by such Onex Shareholder), upon the same terms and conditions to which such Onex Shareholder is entitled to purchase such Participation Securities.

11. Definitions .

(a) “ Affiliate ” means, with respect to any Person, any other Person controlling, controlled by, or under common control with such Person. For purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings. Notwithstanding the foregoing, for purposes of this Agreement, neither the Company nor any of its subsidiaries shall be considered an Affiliate of any shareholder of the Company.

(b) “ Agreement ” has the meaning set forth in the introduction to this Agreement.

(d) “ Company ” has the meaning set forth in the introduction to this Agreement.

(e) “ Company-Paid Long-Form Registrations ” has the meaning set forth in Section 1(c).

(f) “ Demand Registrations ” has the meaning set forth in Section 1(b).

(g) “ Demanding Shareholder ” has the meaning set forth in Section 1(b).

(h) “ Investors ” has the meaning set forth in the introduction to this Agreement.

(i) “ IPO ” has the meaning set forth in Section 1(a).

(j) “ Long-Form Registrations ” has the meaning set forth in Section 1(b).

(k) “ Majority Common Shareholders ” means the holders of a majority of the shares of Common Stock held by Investors other than the Onex Shareholders or their Affiliates.

(l) “ Majority Onex Shareholders ” means Onex Shareholders holding a majority of the Registrable Securities held by the Onex Shareholders.

(m) “ Onex Shareholders ” has the meaning set forth in the introduction to this Agreement, but also includes any Affiliate of an Onex Shareholder that acquires Registrable Securities from an Onex Shareholder.

(n) “ Participant Counsel ” has the meaning set forth in Section 5(b).

(o) “ Participation Exercise Notice ” has the meaning set forth in Section 11(c).

(p) “ Participation Notice ” has the meaning set forth in Section 10(a).

(q) “ Participation Period ” has the meaning set forth in Section 10(c).

(r) “ Participation Securities ” has the meaning set forth in Section 10(a).

(s) “ Percentage Maintenance Shares ” means shares of Series A Convertible Preferred Stock issued to the Onex Shareholders under Section 9.8(e) of the Stock Purchase Agreement to the extent that the combined effect of the issuance of such shares and the issuance of shares of capital stock (or securities convertible or exchangeable into or exercisable for capital stock) in connection with the matter that gave rise to such issuance under Section 9.8(e), did not increase the percentage of Common Stock of the Company held in the aggregate by the Onex Shareholders (calculated on an as-converted, fully-diluted basis excluding shares attributable to dividends on the Series A Convertible Preferred Stock).

(t) “ Person ” means an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization, a government or any department or agency thereof, or any other entity.

(u) “ Piggyback Registration ” has the meaning set forth in Section 2(a).

(v) “ Pro Rata Portion ” has the meaning set forth in Section 10(c).

(w) “ Public Offering ” means the sale of Common Stock in an underwritten public offering registered under the Securities Act.

(x) “ Public Sale ” means any sale of the Company’s common stock to the public pursuant to an offering registered under the Securities Act or to the public through a broker, dealer or to a market maker pursuant to the provisions of Rule 144 adopted under the Securities Act.

(y) “ Registrable Securities ” means (i) any of the issued and outstanding Common Stock or any Common Stock issuable on conversion of the Company’s Series A Convertible Preferred Stock and (ii) any equity securities issued or issuable, directly or indirectly, with respect to the securities referred to in clause (i) by way of a dividend or share split, exchange or conversion, or in connection with a combination of shares, recapitalization,

merger, consolidation or other reorganization, in either case held by an Investor. As to any particular Registrable Securities, such securities will cease to be Registrable Securities when they have been sold pursuant to a Public Sale. For purposes of this Agreement, a Person will be deemed to be a holder of Registrable Securities whenever such Person has the right to acquire directly or indirectly such Registrable Securities (upon conversion, exchange or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected.

(z) “ Registration Expenses ” has the meaning set forth in Section 5(a).

(aa) “ Securities Act ” means the Securities Act of 1933, as amended, or any similar federal law then in force.

(bb) “ Securities and Exchange Commission ” includes any governmental body or agency succeeding to the functions thereof.

(cc) “ Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any similar federal law then in force.

(dd) “ Series A Convertible Preferred Stock ” means the Company’s Series A Convertible Preferred Stock.

(ee) “ Shelf Registration ” has the meaning set forth in Section 1(d).

(ff) “ Short-Form Registrations ” has the meaning set forth in Section 1(b).

(gg) “ Stock Purchase Agreement ” has the meaning set forth in the introduction to this Agreement.

12. Miscellaneous .

(a) No Inconsistent Agreements . The Company will not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the holders of Registrable Securities in this Agreement.

(b) Remedies . The parties shall be entitled to enforce their rights under this Agreement specifically to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or temporary, preliminary or permanent injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement.

(c) Amendments and Waivers . Except as otherwise provided herein, the provisions of this Agreement may be amended or waived only upon the prior written consent of the Company, the Majority Onex Shareholders and the holders of at least a majority of the

Registrable Securities. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No purported waiver shall be effective unless in writing. The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent or other breach.

(d) Successors and Assigns . All covenants and agreements in this Agreement by or on behalf of any of the parties hereto will bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. In addition, whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit of purchasers or holders of Registrable Securities are also for the benefit of, and enforceable by, any subsequent holder of such Registrable Securities who agrees to be bound by the provisions of this Agreement.

(e) Severability . If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provisions of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

(f) Counterparts; Joinder . This Agreement may be executed in counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same instrument. Additional Persons may become parties to this Agreement as “Investors” with the consent of the Company and the Majority Onex Shareholders (except that such consent shall not be required in the case of a permitted transferee of an Investor), by executing and delivering to the Company a joinder agreement.

(g) Interpretation . In this Agreement, unless a contrary intention appears, (i) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision, (ii) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation,” (iii) reference to any Section means such Section hereof, (iv) words of any gender shall be deemed to include each other gender, and (v) words using the singular or plural number shall also include the plural or singular number, respectively. No provision of this Agreement shall be interpreted or construed against any party hereto solely because such party or its legal representative drafted such provision.

(h) Captions . The captions in this Agreement are for convenience of reference only and shall not be given any effect in the interpretation of this Agreement.

(i) Governing Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to the choice of law provisions thereof.

(j) Jurisdiction . Each party to this Agreement irrevocably submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware and the United States

District Court for the District of Delaware in connection with any action, suit or proceeding arising out of or relating to this Agreement, the parties hereto hereby waiving any claim or defense that such forum is not convenient or proper. If for any reason the Chancery Court is deemed to be an inappropriate venue for any such action, suit or proceeding, each party to this Agreement also submits to the exclusive jurisdiction of the courts of the State for Delaware. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the courts of the State of Delaware (including the Chancery Court) and the United States District Court from the District of Delaware, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

(k) Waiver of Jury Trial . Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement, or the breach, termination or validity of this Agreement, or the transactions contemplated hereby. Each party certifies and acknowledges that (a) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (b) each such party understands and has considered the implications of this waiver, (c) each such party makes this waiver voluntarily, and (d) each such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 13(k).

(l) Complete Agreement . This Agreement, the documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understanding, agreements or representations by or among the parties, written or oral, that may be related to the subject matter hereof in any way.

(m) Notices . All notices, consents and other communications required or permitted to be given under or by reason of this Agreement shall be in writing, shall be delivered personally or by e-mail or telecopy as described below or by reputable overnight courier, and shall be deemed given on the date on which such delivery is made. If delivered by e-mail or telecopy, such notices or communications shall be confirmed by a registered or certified letter (return receipt requested), postage prepaid. Such notices, consents and other communications will be sent to the parties at the addresses specified for notices in the Stockholders Agreement or to such other address as the recipient has specified by prior notice to the other parties.

[ Remainder of this page intentionally left blank ]

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto, all as of the date first above written.


COMPANY:

JELD-WEN HOLDING, INC.

By:
		Name:
		Title:

ONEX SHAREHOLDERS :

[ ]

By:
		Name:
		Title:

By:
		Name:
		Title:

Address for notices:

[Signature Page to Registration Rights Agreement]


INVESTORS :

[ ]

By:
		Name:
		Title:

By:
		Name:
		Title:

Address for notices:

[ ]

By:

By:
		Name:
		Title:

Address for notices:

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, this Registration Rights Agreement has been duly executed by the undersigned.

[Signature Page (Joinder Agreement) to the Registration Rights Agreement]

Schedule A

Investors

Schedule A

EXHIBIT C

FORM OF CONSULTING AGREEMENT

[see attached]

Exhibit C

EXHIBIT C

CONSULTING AGREEMENT

This Consulting Agreement (the “ Agreement ”) is entered into as of [ ], 2011, by and between Onex Partners Manager LP, a Delaware limited partnership (the “ Consultant ”), and JELD-WEN Holding, inc., an Oregon corporation (the “ Company ”).

RECITALS

A. The Company and their direct or indirect subsidiaries which receive the services performed by the Consultant, are hereinafter referred to as the “ Clients ”. The Consultant and the Company are hereinafter jointly referred to as the “ Parties ”.

B. Pursuant to that certain Amended and Restated Stock Purchase Agreement (the “ Stock Purchase Agreement ”), dated as of July 29, 2011, by and among the Company, Onex Partners III LP, a Delaware limited partnership (“ Onex ”), and Onex Advisor III LLC, Onex Partners III GP LP, Onex Partners III PV LP, Onex Partners III Select LP, Onex US Principals LP, Onex Corporation, Onex American Holdings II LLC, BP EI LLC and 1597257 Ontario Inc. (collectively with Onex, the “ Onex Investors ”), the Onex Investors will, upon the terms and subject to the conditions set forth in the Stock Purchase Agreement, purchase certain preferred stock and notes of the Company.

C. The Consultant is specifically skilled in corporate finance, strategic corporate planning and other advisory services.

D. Prior to the date hereof, the Consultant rendered substantial and valuable services to the Clients for the Company, including in connection with the Company’s debt financing.

E. The Clients wish to continue to use the Consultant’s special skills and advisory services in connection with their general business operations after the date hereof.

F. The Consultant is willing to make such skills available and to provide such services to the Clients on the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the Clients and the Consultant, intending to be legally bound, do hereby agree as follows:

1. Engagement . The Clients hereby engage the Consultant for the Term (as hereinafter defined) and upon the terms and conditions herein set forth to provide consulting and advisory services to the Clients and/or any of their subsidiaries, as the Consultant and the Clients shall mutually agree from time to time. These services will be in the field of financial and strategic corporate planning and such other areas as the Consultant and the Clients shall mutually agree. In consideration of the compensation to the Consultant herein specified, the Consultant accepts such engagement and agrees to perform the services specified herein.

2. Term . The engagement hereunder shall be for a term commencing on the date hereof and expiring on the tenth anniversary of the date hereof (the “ Initial Term ”). Upon expiration of the Initial Term, this Agreement shall automatically extend for successive periods of one year each, unless the Consultant or the Company shall give notice to the other at least 90 days prior to the end of the Initial Term (or any annual extension thereof) indicating that it does not intend to extend the term of this Agreement. The Initial Term, together with all such annual extensions of the Initial Term, is referred to herein as the “ Term .” The Term shall automatically terminate at such time as when affiliates of the Consultant no longer hold any equity interest in the Company.

3. Services to be Performed . The Consultant shall devote reasonable time and efforts to the performance of the consulting and advisory services contemplated by this Agreement. However, no precise number of hours is to be devoted by the Consultant on a weekly or monthly basis. The Consultant may perform services under this Agreement directly, through its employees or agents, or with such outside consultants as the Consultant may engage for such purpose. Each Client acknowledges that such services to them will not be exclusive, and that the Consultant and its affiliates will render similar services to other persons and entities.

3.1 Information . The Clients shall furnish the Consultant with such information as is appropriate to its engagement hereunder (all such information so furnished being referred to herein as the “ Information ”). The Company recognizes and confirms that (a) the Consultant will use and rely primarily on Information provided by the Clients and on information available from generally recognized public sources in performing the services to be performed hereunder and (b) the Consultant does not assume responsibility of the accuracy or completeness of any such Information. The Consultant does not represent or warrant any results of the services provided hereunder.

3.2 Confidentiality . Except as required by applicable law or legal process, the Consultant shall hold in confidence all proprietary and confidential information of the Clients and/or any of their subsidiaries which may come into the Consultant’s possession as a result of its performance of services hereunder, exercising a degree of care in maintaining such confidence as is used by the Consultant to protect its own proprietary or confidential information that it does not wish to disclose. The Consultant shall use all reasonable efforts to ensure that its employees, agents and outside consultants similarly maintain the confidentiality of such proprietary and confidential information.

3.3 No Disclosure of Advice . Except as required by applicable law or legal process, no advice rendered by the Consultant pursuant to this Agreement, whether formal or informal, may be disclosed, in whole or in part, or summarized, excerpted from or otherwise referred to without the Consultant’s and the Company’s prior written consent. In addition, except as required by applicable law or legal process, the Consultant’s role under this Agreement may not be otherwise referred to without its and the Company’s prior written consent.

4. Compensation; Expense Reimbursement .

4.1 Compensation . For and in consideration of providing the consulting and advisory services hereunder, the Consultant shall be paid a fee (hereinafter the “ Fee ”) for each

calendar year equal to the greater of (x) the product of (i) $1,500,000 and (ii) the quotient obtained by dividing the Consumer Price Index for All Urban Consumers (CPI-U): U. S. City Average – All Items (“ CPI-U ”) for December in the immediately preceding calendar year by the CPI-U for December, 2010 or (y) $1,500,000; if the CPI-U ceases to be published or ceases to be published in a form comparable to the CPI-U for December, 2010, references in this sentence to the CPI-U shall be adjusted to be references to the most similar index published by the U.S Department of Labor. The Fee shall be payable quarterly in arrears on the last business day of March, June, September and December of each year commencing on September 30, 2011. In the event the Company is unable to pay the Fee due to restrictions contained in its outstanding revolving credit or term bank loans, the Fee shall not be paid, but shall accrue, until such payment is no longer restricted, at which time the accrued but unpaid Fee shall be paid to the Consultant. The Clients and/or any of their subsidiaries shall allocate the Fee among themselves according to the services received.

4.2 Additional Fees . If the Consultant is requested by the Company to perform services relating to activities outside the ordinary course of the Clients’ business, compensation for such services shall be mutually agreed to by the Company and the Consultant and require the approval of the Board of Directors of the Company.

5. Indemnification . In addition to their agreements and obligations under this Agreement, the Clients agree, jointly and severally, to indemnify and hold harmless the Consultant and its affiliates, officers, directors, stockholders, partners, members, employees and agents (collectively, the “ Indemnitees ”) from and against any and all claims, liabilities, losses and damages or actions, suits or proceedings in respect thereof (collectively, the “ Obligations ”), as and when incurred by the Indemnitees, in any way related to or arising out of the performance by the Consultant of services under this Agreement, and to reimburse the Indemnitees for reasonable out-of-pocket legal and other expenses (“ Expenses ”) as and when incurred by any of them in connection with or relating to investigating, preparing to defend, or defending any actions, claims or other proceedings (including any investigation or inquiry) arising in any manner out of or in connection with the Consultant’s performance under this Agreement (whether or not such Indemnitee is a named party in such proceeding); provided, however, that the Clients shall not be responsible under this Section 6 for any Obligations or Expenses incurred by an Indemnitee to the extent that it is finally judicially determined (in an action in which such Indemnitee is a party) to result primarily from actions taken by such Indemnitee due to such Indemnitee’s gross negligence or willful misconduct. Without limitation to the foregoing, in no event shall any Indemnitee have any liability, including, without limitation, liability for any Obligations or Expenses in contract, tort or otherwise, to the Company in connection with this Agreement, the Consultant’s engagement hereunder or the matters contemplated hereby, except to the extent that any such liability is finally judicially determined (in an action in which such Indemnitee is a party) to have resulted primarily from such party’s gross negligence or willful misconduct; nor shall any Indemnitee have liability for lost profits or other consequential, incidental, indirect, special or punitive damages or for any amount in excess of the fees collected by it hereunder.

6. Third-Party Beneficiaries . All Indemnitees not signatory to this Agreement are intended beneficiaries of Section 6 of this Agreement.

7. Notice . Any notice or other communication required or permitted to be given or made under this Agreement by one Party to the other shall be deemed to have been duly given or made when delivered, if personally delivered, when transmitted, if sent by confirmed facsimile transmission, or when actually received, if sent by mail, to the Party at the following addresses (or at such other address as shall be given in writing by one Party to the other):

(i)

If to the Consultant, addressed to it at:

Onex Partners Manager LP

712 Fifth Avenue

New York, New York 10019


Attention:		Mr. Anthony Munk and
		Ms. Susan Soenderop


Facsimile Nos.:		(212) 582-0909 and
		(416) 362-6803

with a copy (which shall not constitute notice) to:

Kaye Scholer LLP

425 Park Avenue

New York, New York 10022


Attention:		Joel I. Greenberg, Esq. and
		Thomas Yadlon, Esq.


Facsimile No.:		(212) 836-8211

(ii)

If to the Company, addressed to the Company at:

JELD-WEN Holding, inc.

3250 Lake Point Blvd.

Klamath Falls, Oregon 97601

Attention: Mr. David G. Stork

Facsimile No.: (541) 885-7447

8. Modifications . This Agreement constitutes the entire agreement among the Parties hereto with regard to the subject matter hereof, superseding all prior understandings and agreements, whether written or oral. This Agreement may not be amended or revised except by a writing signed by the Parties.

9. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns, but may not be assigned by any Party without the prior written consent of the other Parties hereto, except that the Consultant may assign its rights and obligations hereunder to its affiliates without the Clients’ prior written consent.

10. Captions . Captions have been inserted solely for the convenience of reference and in no way define, limit or describe the scope or substance of any provision and shall not affect the validity of any other provision.

11. Governing Law; Jurisdiction; Service of Process . This Agreement shall, in accordance with Section 5-1401 of the General Obligations Law of the State of New York, be governed by the laws of the State of New York, without regard to any conflicts of laws principles thereof that would call for the application of the laws of any other jurisdiction. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against either of the Parties in the courts of the State of New York, or if it has or can acquire jurisdiction, in the United States District Court for the Southern District of New York, and each of the Parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world, whether within or without the State of New York.

12. Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

13. Counterparts . This Agreement may be executed in several counterparts each of which shall be deemed an original and all of which shall together constitute one and the same instrument.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first above written.


ONEX PARTNERS MANAGER LP

By:	Onex Partners Manager GP ULC, its General Partner

	By:
		Name:
		Title:

	By:
		Name:
		Title:

JELD-WEN HOLDING, INC.

	By:
		Name:
		Title:

S IGNATURE P AGE — C ONSULTING A GREEMENT

EXHIBIT D

FORM OF SHAREHOLDERS AGREEMENT

[see attached]

Exhibit D

EXHIBIT D

SHAREHOLDERS AGREEMENT

This SHAREHOLDERS AGREEMENT (this “ Agreement ”) is made as of [ ], 2011, among JELD-WEN Holding, inc., an Oregon corporation (the “ Company ”), Onex Partners III LP, a Delaware limited partnership (“ Onex Partners ”), , and (collectively with Onex Partners, the “ Onex Shareholders ”), and the Persons listed on Schedule A attached hereto and such other shareholders of the Company as may, from time to time, become parties to this Agreement in accordance with the provisions hereof (collectively with the Onex Shareholders, the “ Investors ”).

The Onex Shareholders have entered into an Amended and Restated Stock Purchase Agreement with the Company, dated as of July 29, 2011 (the “ Stock Purchase Agreement ”). In order to induce the Onex Shareholders to, and as a condition to the Onex Shareholders’ obligation to, consummate the transactions contemplated thereby, the Company and the other Investors have agreed to the rights and obligations set forth in this Agreement. Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 13.

The parties, intending to be legally bound hereby, agree as follows:

1. Drag-Along Right .

(a) At any time after the eighth anniversary of the date hereof:

(i) At any time thereafter, Onex Partners may (A) elect to sell or exchange, in one or a series of related transactions (including, without limitation, pursuant to a stock sale, asset sale, recapitalization, tender offer, merger, share exchange or other business combination or similar transaction), all of the outstanding capital stock of the Company (or, with respect to an asset sale or similar transaction, all or substantially all of the assets of the Company) in a bona fide sale to a third party purchaser (a “ Drag-Along Sale ”) and (B) exercise the right (the “ Drag-Along Right ”) to require each other Investor (the “ Drag-Along Shareholders ”) to transfer at the closing of such Drag-Along Sale to the proposed transferee all of the shares of capital stock of the Company then held by every Drag-Along Shareholder (or, with respect to an asset sale or other similar transaction, agree to, vote in favor of and participate in such transaction as requested by Onex Partners), with the consideration paid in connection with any such Drag-Along Sale to be allocated in accordance with Section C of Article IV of the Articles of Incorporation.

(ii) In order to exercise the Drag-Along Right, Onex Partners shall deliver to the Drag-Along Shareholders (at the addresses last shown on the records of the Company for such holders) and the Company a written notice of exercise (a “ Drag-Along Notice ”) not later than ten (10) days prior to the consummation of the proposed Drag-Along Sale which shall include reasonable details and all material terms of the proposed sale, exchange or other transaction, including the proposed time and place of closing and the form and amount of

consideration. The Drag-Along Shareholders shall use their best efforts to cooperate in the Drag-Along Sale and shall take all necessary and desirable actions in connection with the consummation of the Drag-Along Sale as are reasonably requested by Onex Partners (other than actions requiring the payment of money), including, but not limited to, entry into agreements and provision of representations, warranties and indemnification, subject to subsection (iii) below. The Drag-Along Shareholders shall be obligated to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Notice and, if applicable, tender their shares of capital stock of the Company as set forth below (it being understood that each Drag-Along Shareholder shall receive consideration as paid in connection with such a transaction in accordance with Section IV(C) of the Articles of Incorporation, except that the Drag-Along Sale may provide for payment in securities, or a combination of cash and securities, to all Investors that are accredited investors within the meaning of Regulation D under the Securities Act of 1933 and in cash to Investors that are not accredited investors or may provide Investors that are accredited investors with the option to receive securities, or a combination of cash and securities, or cash while Investors that are not accredited investors receive cash).

(iii) At or prior to the closing of a Drag-Along Sale, each Drag-Along Shareholder shall deliver or cause to be delivered to Onex Partners (i) wire transfer instructions for payment of the purchase price or other consideration for which payment will be made to such Drag-Along Shareholder pursuant to such Drag-Along Sale, (ii) if applicable, the certificate or certificates representing the shares of capital stock of the Company of such Drag-Along Shareholder to be included in the Drag-Along Sale, together with a limited power of attorney authorizing Onex Partners to transfer such shares of capital stock, if applicable, of such Drag-Along Shareholder on the terms set forth in the Drag-Along Notice, and (iii) if applicable, an executed counterpart of the sale and purchase agreement and such other definitive documents distributed with the Drag-Along Notice. Such purchase agreement and any other definitive documents delivered in connection with the Drag-Along Sale may require the Drag-Along Shareholders to make such representations, warranties and covenants as Onex Partners requires to be made by all Investors in connection with the Drag-Along Sale and to join in any indemnification that is to be provided by the Investors in connection with such Drag-Along Sale; provided , however that:

(1) each Drag-Along Shareholder shall have sole liability, whether for indemnification or otherwise, with respect to representations and warranties related to such Drag-Along Shareholder and its authority, ownership and the ability to convey title to the shares of capital stock of the Company such Drag-Along Shareholder purports to own, including but not limited to representations and warranties that (A) such Drag-Along Shareholder holds all right, title and interest in and to the shares of capital stock such Drag-Along Shareholder purports to hold, free and clear of all liens and encumbrances, (B) such Drag-Along Sale and the obligations of such Drag-Along Shareholder in connection with the Drag-Along Sale have been duly authorized and approved by all necessary corporate or other entity action, if applicable, (C) the documents to be entered into by such Drag-Along Shareholder have been duly executed by such Drag-Along Shareholder and delivered to the acquirer and are enforceable against such Drag-Along Shareholder in accordance with their respective terms and (D) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of such Drag-Along Shareholder’s obligations thereunder, will cause a breach or violation of the terms of such Drag-Along Shareholder’s organizational documents or any agreement, law or judgment, order or decree of any court or governmental agency;

(2) except as provided in subparagraph (1), the representations and warranties of each Drag-Along Shareholder shall be identical and made on a several basis;

(3) except as provided in subparagraph (1), liability, whether for indemnification or otherwise, for representations, warranties, covenants and agreements for indemnification made or given by the Company or Investors in connection with such Drag-Along Sale, is several and not joint with any other Person (except to the extent that funds may be paid out of an escrow), and is pro rata in proportion to the amount of consideration paid to such Drag-Along Shareholder in connection with such Drag-Along Sale; and

(4) except as provided in subparagraph (1), liability shall be limited to such Drag-Along Shareholder’s applicable share (determined based on the respective proceeds payable to each shareholder in connection with such Drag-Along Sale) of an aggregate indemnification amount that applies equally to all shareholders but that in no event exceeds the amount of consideration otherwise payable to such Drag-Along Shareholder in connection with such Drag-Along Sale, except with respect to claims related to fraud or willful misconduct by such Drag-Along Shareholder, the liability for which need not be limited as to such Drag-Along Shareholder; and

(5) no Drag-Along Shareholder shall be required to enter into a covenant not to compete or other material restriction on its business activities following the closing in connection with the Drag-Along Sale.

(iv) Promptly after the consummation of the Drag-Along Sale, Onex Partners shall (A) so notify each Drag-Along Shareholder, (B) cause to be remitted to each Drag-Along Shareholder the total consideration payable to such holder in connection with the Drag-Along Sale, with the cash portion of such consideration paid by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by each such holder, and (C) furnish such other evidence of the completion and the date of completion of the Drag-Along Sale and the terms thereof as may be reasonably requested by each such holder.

(v) Each Drag-Along Shareholder does hereby waive, and shall refrain from exercising any dissenters’ rights or rights of appraisal under applicable law with respect to any valid Drag-Along Sale, and no Drag-Along Shareholder shall bring any claim or action seeking to enjoin any Drag-Along Sale or seeking damages in respect of any such Drag-Along Sale effected in accordance with the terms of this Section 1. The Drag-Along Shareholders shall each (A) vote in favor of the Drag-Along Sale, (B) provide, as requested by Onex Partners, written consents approving the Drag-Along Sale, and (C), subject to subsection (iii) above, execute and deliver any other documents requested by Onex Partners or the Company for purposes of effecting the Drag-Along Sale.

(vi) Notwithstanding anything to the contrary herein, subject to compliance with the provisions of this Section 1, nothing herein shall be deemed or construed to restrict the ability of Onex Partners to determine in its sole and absolute discretion at any time

whether to consummate or decline to proceed with the Drag-Along Sale. If Onex Partners delivers a Drag-Along Notice, at any time before the closing of the related Drag-Along Sale, Onex Partners shall be entitled, in its sole and absolute discretion, to give written notice to the Drag-Along Shareholders of Onex Partners’ election to withdraw the Drag-Along Notice and not to proceed with the proposed Drag-Along Sale. If Onex Partners delivers such withdrawal notice, any previously delivered Drag-Along Notice shall automatically be deemed to be null and void, and any documentation delivered by any Drag-Along Shareholder in connection with such withdrawn Drag-Along Sale will be returned to such holder.

2. Right of First Offer .

(a) Subject to Sections 4 and 5, if at any time after the date hereof, any Investor (a “ Transferring Shareholder ”) proposes to, directly or indirectly, Transfer any or all of its shares of Common Stock or Series A Convertible Preferred Stock (“ Transferable Shares ”) then owned by such Transferring Shareholder and such proposed Transfer would not be prohibited under any Other Shareholder Agreement to which such Investor may be party with the Company, such Transferring Shareholder shall first give written notice (the “ Transfer Notice ”) to the Company specifying the number of Transferable Shares such Transferring Shareholder wishes to sell (the “ Offer Shares ”), which notice shall contain an irrevocable offer (open to acceptance for a period of thirty (30) days after the date such Transfer Notice is received) to sell any or all of the Offer Shares to the Company at the price (which shall be payable in cash on closing) and on the terms and conditions stated in the Transfer Notice. Within ten (10) days after the Company’s receipt of the Transfer Notice, it shall deliver a copy of the Transfer Notice to the other Investors who are “accredited investors” as defined in Regulation D under the Securities Act of 1933 (the “ Non-Transferring Shareholders ”) at the addresses last shown on the records of the Company for such holders.

(b) The Company shall have the right to purchase any or all of the Offer Shares in accordance with this Section 2; provided , however , that the Company must determine whether it will purchase the Offer Shares within 30 days after its receipt of the Transfer Notice by delivering a written statement to the Transferring Shareholder (an “ Acceptance Notice ”) setting forth its intention to purchase any or all of such Offer Shares offered to it. If the Company elects not to purchase some or all of the Offer Shares that it is entitled to purchase, it shall, within 30 days after its receipt of the Transfer Notice, deliver a written statement (a “ Rejection Notice ”) to the Transferring Shareholder with respect to the shares not being purchased (the “ Refused Shares ”).

(c) Within ten (10) days following delivery by the Company of a Rejection Notice to the Transferring Shareholder, the Company shall deliver a written statement (the “ Over-Allotment Notice ”) to the Non-Transferring Shareholders notifying the Non-Transferring Shareholders that each may purchase up to its Percentage Ownership of all of the Refused Shares as set forth in the Rejection Notice (“ Pro Rata Share ”), at the price and upon the terms contained in the Transfer Notice. Each Non-Transferring Shareholder may elect to purchase any amount, up to its Pro Rata Share of the remaining Offer Shares, by delivering a written statement to the Company and the Transferring Shareholder (the “ Over-Allotment Acceptance Notice ”) setting forth its intention to purchase such amount of Offer Shares not later than ten (10) days after receipt of the Over-Allotment Notice. Each Non-Transferring Shareholder shall also have a

right of oversubscription such that, if any Non-Transferring Shareholder declines to purchase its Pro Rata Share, the Non-Transferring Shareholders electing to purchase their respective Pro Rata Share shall, among them, have the right to purchase up to the balance of the Refused Shares not so purchased. Such right of oversubscription may be exercised by a Non-Transferring Shareholder by indicating in its Over-Allotment Acceptance Notice the number of additional Refused Interests more than its Pro Rata Share, if any, that such Non-Transferring Shareholder would elect to purchase, if available. Any such Refused Shares not purchased as a result of any Non-Transferring Shareholder declining to purchase its Pro Rata Share shall be allocated among the Non-Transferring Shareholders electing to acquire such additional Refused Shares (in accordance with their respective Percentage Ownerships, reallocated one or more times as necessary).

(d) The failure of the Company or the Non-Transferring Shareholders to deliver an Acceptance Notice or Over-Allotment Acceptance Notice prior to the expiration of the time period set forth herein shall be deemed to be a waiver of its rights to purchase the Offer Shares offered under this Section 2.

(e) Any Acceptance Notice or Over-Allotment Acceptance Notice given pursuant to this Section 2 shall be irrevocable and shall unconditionally bind the Company or the applicable Non-Transferring Shareholder, as the case may be, to purchase the Offer Shares described therein, subject to the satisfaction of any applicable legal or regulatory requirements.

(f) The closing of the purchase by the Company or the Non-Transferring Shareholder of the Offer Shares pursuant to this Section 2 shall take place at the principal offices of the Company no later than thirty (30) days after the date that the Acceptance Notice or, in the case where there is an Over-Allotment Notice, the date that the Over-Allotment Acceptance Notice is received by the Transferring Shareholder (or such later date as may be necessary in order to comply with such applicable laws relating to such Transfer, if any). At such closing, each of the Company or the Non-Transferring Shareholder(s) who have elected to purchase Offer Shares shall pay, by way of a wire transfer of immediately available funds, the appropriate amount to the Transferring Shareholder against delivery of duly endorsed certificates representing the Offer Shares to be purchased. At such closing, the Transferring Shareholder shall make written representations to the Company or the Non-Transferring Shareholder(s) purchasing the Offer Shares as to its due authority, its ownership of the Offer Shares and the absence of any liens on the Offer Shares. The Offer Shares shall be delivered free and clear of all liens other than those imposed by this Agreement and excluding any registration requirements imposed by federal and state securities laws.

(g) If, at the end of the eightieth (80 ^th ) day after the Transfer Notice is given, the Company and the Non-Transferring Shareholders have not agreed to purchase all of the Offer Shares, then, subject to Section 2 hereof, the Transferring Shareholder shall have one hundred eighty (180) days in which to sell to a third-party purchaser such amount of Offer Shares not purchased by the Company or the Non-Transferring Shareholders, at a price (payable in cash on closing, or, if the purchaser is either the Agent or the Lenders acquiring the Offer Shares from the Trust upon exercise of its or their remedies under the Pledge Agreement, payable by satisfaction of indebtedness on closing) which is at least equal to or greater than the price for the Offer Shares as set forth in the Transfer Notice and otherwise on terms generally no more

favorable to the third-party purchaser of such Offer Shares than those contained in the Transfer Notice; provided , however , that no Transfer may be made to such third-party purchaser unless such Transfer complies with applicable securities laws. The Company and the Investors shall cooperate fully with such third-party purchaser in connection with any reasonable due diligence of such third-party purchaser; provided , however , that the Company shall not be under such obligation to cooperate with such third-party purchaser if such third-party purchaser is a competitor of the Company.

3. Tag-Along Rights .

(a) Subject to Sections 4 and 5, if, after complying with any applicable right of first offer procedures contained in Section 2, any Investor wishes to sell any Transferable Shares held by it, then such Investor (the “ Selling Shareholder ”) shall, as a condition to such Transfer, permit each other Investor (a “ Tag-Along Shareholder ”) (or cause each such Tag-Along Shareholder to be permitted) to sell (either to the prospective purchaser or to another financially reputable purchaser) an amount of Transferable Shares equal to the product of (i) the total number of Transferable Shares to be sold to the third party by the Selling Shareholder, and (ii) a fraction, the numerator of which shall equal the total number of Transferable Shares owned by such Tag-Along Shareholder, and the denominator of which shall equal the total number of Transferable Shares owned by such Selling Shareholder and each Tag-Along Shareholder electing to sell shares pursuant to this Section 3 (in each case calculated, for the avoidance of doubt, giving effect to shares issued or issuable with respect to the Series A Convertible Preferred Stock), at the same price per share (subject to Section 3(c)) and on the same terms and conditions as the Selling Shareholder; provided , that solely for purposes of clause (ii) hereof, a Bridge Note held by the applicable holder(s) shall be treated as the number of shares of Series A Convertible Preferred Stock into which such a Bridge Note would be convertible as if the date of determination were the Bridge Note Maturity Date. Each Tag-Along Shareholder electing to sell Transferable Shares pursuant to the provisions of this Section 3 shall be referred to individually as a “ Tag-Along Participant ” and collectively as the “ Tag-Along Participants .”

(b) In connection with any transaction to which this Section 3 hereof shall be applicable, the Selling Shareholder shall send written notice (the “ Tag-Along Notice ”) to the Company, setting forth the consideration per share (subject to Section 3(c)) to be paid in the subject sale, the proposed closing date for such transaction (which shall be not less than thirty (30) days after the date of such Tag-Along Notice) and the other terms and conditions of such transaction. Within five (5) days after the Company’s receipt of the Tag-Along Notice, it shall deliver a copy of the Tag-Along Notice to the Tag-Along Shareholders at the addresses last shown on the records of the Company for such holders. Not later than twenty (20) days after the delivery of the Tag-Along Notice, each Tag-Along Shareholder shall elect whether or not to participate in such transaction and shall provide written notice to the Company and the Selling Shareholder thereof, and shall thereafter take such actions as may reasonably be requested by the Selling Shareholder in order to facilitate the closing of the applicable transaction and to effectuate the provisions of this Section 3 hereof. Any Tag-Along Shareholder that fails to so elect to participate within such twenty (20) day period shall be deemed to have waived its rights under this Section 3 and the Selling Shareholder shall be discharged from its obligations to such Tag-Along Shareholder under this Section 3. The Selling Shareholder shall not consummate the proposed sale of Transferable Shares unless the proposed purchaser is willing to purchase the

requisite number of Transferable Shares held by each Tag-Along Participant that has timely elected to avail itself of the tag-along rights provided in this Section 3, or, in the event the proposed purchaser is unwilling to purchase such requisite amount, the number of Transferable Shares to be sold by the Selling Shareholder and any Tag-Along Participant that has timely elected to avail itself of the tag-along rights provided in this Section 3 shall be proportionately reduced.

(c) The consideration for a transfer pursuant to this Section 3 shall be allocated as between shares of Common Stock and Series A Convertible Preferred Stock in the same proportion as the consideration would be allocated between shares of Common Stock and Series A Convertible Preferred Stock in connection with a Company Sale pursuant to the Articles of Incorporation in which the total sales price is the total equity value implied by the consideration paid in the transfer pursuant to this Section 3.

(d) Notwithstanding anything to the contrary contained in this Section 3, a Tag-Along Participant electing to participate in a sale by a Selling Shareholder pursuant to this Section 3 shall be required to make all representations, warranties and covenants made by the Selling Shareholder initiating the transaction and each such Tag-Along Participant shall be severally responsible for its pro rata share of any indemnification liability (on terms no less favorable to such Tag-Along Participant than available to any other shareholder participating in the transaction, including, without limitation, by participation in any escrow to be used to satisfy indemnification obligations) in connection with any such transaction. The indemnification obligations of the shareholders in connection with any transfer pursuant to Section 3 shall be allocated among the shareholders pro rata based on such shareholder’s pro rata proceeds of the net proceeds to all shareholders in such sale. No Tag-Along Participant shall be required to enter into a covenant not to compete or other material restriction on its business activities following the closing of such transaction under this Section 3.

(e) The provisions of this Section 3 shall not apply to the transfer of Transferable Shares by the Trust to either the Agent or the Lenders upon the exercise of its or their remedies under the Pledge Agreement, or to any subsequent sale by the Agent or the Lenders of such Shares to a purchaser; provided, however, that any further proposed transfer by any such purchaser shall be subject to all of the terms of this Agreement. The Agent and the Lenders shall not be Tag-Along Shareholders for purposes of this Section 3 with respect to a sale by any other Investor.

4. Restrictions on the Onex Shareholder . Notwithstanding any provision of this Agreement to the contrary, no Onex Shareholder shall Transfer any shares of the capital stock of the Company owned by it other than (i) to Affiliates controlled, directly or indirectly, by Onex Corporation (and, on the day of or the day immediately preceding a Transfer of such shares permitted by clause (ii), (iii), (iv) or (v), to employees of Onex Corporation and its Affiliates (other than any portfolio company thereof)), (ii) shares of Series A Convertible Preferred Stock or Common Stock pursuant to the tag-along right set forth in Section 3, (iii) as part of a Company Sale, (iv) to the Company, or (v) shares of Common Stock in the public market following a public offering either in an offering of shares of Common Stock registered under the Securities Act or under Rule 144 promulgated by the SEC thereunder (“ Rule 144 ”), provided that in the case of a transfer pursuant to (i), the transferee shall have submitted to the Company

such evidence as the Company may reasonably request to demonstrate that such transferee is an Affiliate controlled, directly or indirectly, by Onex Corporation or an employee of Onex Corporation and its Affiliates, as the case may be.

5. Certain Permitted Transfers . With respect to Investors other than the Onex Shareholder, none of the restrictions contained in Sections 2 and 3 shall apply to:

(a) any Transfer by any such Investor to (i) the Company, (ii) an Eligible Shareholder ( provided , that such Eligible Shareholder either (x) is Roderick C. Wendt or (y) would not become a Ten Percent Shareholder after giving effect to such Transfer), (iii) by any Investor who is a natural Person to (A) a natural Person who acquires the Shares from such Investor pursuant to a will or the laws of descent and distribution, (B) any of such Investor’s Relatives or (C) any trust, the beneficiaries of which consist of such Investor or one or more of his or her Relatives, or (iv) with respect to an Investor that is a trust, the proposed Transferee is a Wendt Family Member or a not-for-profit entity under Section 501(c)(3) of the Internal Revenue Code of 1986 (including but not limited to a public charity or private foundation) that gives an irrevocable proxy to a Wendt Family Member with respect to all matters pertaining to the voting of the Transferred stock, in connection with such Transfer; provided , however , that in the case of any Transfer described in clauses (ii), (iii) and (iv) above to a Transferee (each herein, a “ Permitted Transferee ”): (1) such Permitted Transferee shall have submitted to the Company such evidence as the Company may reasonably request to demonstrate that such Transferee is a Permitted Transferee, and (2) any Transfer hereunder shall be effected in compliance with applicable securities laws; or

(b) any offering of shares of Common Stock registered under the Securities Act pursuant to the Registration Rights Agreement or any sale in the public market under Rule 144.

6. Other Shareholder Agreements . If any Investor is party to any other shareholder agreement with the Company (an “ Other Shareholder Agreement ”), nothing in this Agreement shall permit any proposed or actual sale or transfer of the capital stock of the Company that is prohibited under such Other Shareholder Agreement.

7. Provisions Regarding Board of Directors .

(a) For purposes of Sections 7 and 8, the term “ Shares ” shall mean and include any securities of the Company the holders of which are entitled to vote for members of the Board of Directors of the Company (the “ Board of Directors ”), including without limitation, all shares of Common Stock, Series A Convertible Preferred Stock and Series B Preferred Stock, by whatever name called, now owned or subsequently acquired by an Investor, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise.

(b) Following conversion of the Series A Convertible Preferred Stock into Common Stock, each Investor agrees to vote, or cause to be voted, all Shares owned by such Investor, or over which such Investor has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, the directors designated as follows:

(i) until either a Major Onex Ownership Change or a Change in Voting Control occurs,

(A) four directors designated by the Onex Shareholders (the “ Onex Directors ”), and

(B) four directors (the “ Common Directors ”) designated by the directors most recently elected by holders of Common Stock pursuant to the Articles of Incorporation prior to the conversion of the Series A Convertible Preferred Stock serving and their successors appointed without shareholder action pursuant to the Articles of Incorporation or elected pursuant to this Section 7(b)(i)(B) (the “ Incumbent Common Directors ”).

(ii) If there has been a Major Onex Ownership Increase or a Change in Voting Control, six (6) directors shall be designated by the Onex Shareholders and four (4) directors shall be designated by the Incumbent Common Directors and the Board of Directors shall not exceed ten (10).

(iii) In the event of a Major Onex Ownership Decline and no Change in Voting Control, the number of directors the Onex Shareholders shall have the right to designate shall be reduced to one (1).

To the extent that any of clauses (i) through (iii) above shall not be applicable, any member of the Board of Directors who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the shareholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Articles of Incorporation.

(c) Prior to the conversion of the Series A Convertible Preferred Stock, each Onex Shareholder agrees to vote all shares of Common Stock owned by it for the persons nominated or designated by the Incumbent Common Directors pursuant to Section 7(b) to serve as directors of the Company.

(d) In the absence of any designation from the Persons or groups with the right to designate a director as specified above, the director previously designated by them and then serving shall be reelected if still eligible to serve as provided herein.

(e) Each Investor also agrees to vote, or cause to be voted, all Shares owned by such Investor, or over which such Investor has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:

(i) Except as provided in Section 7(b)(iii), no director designated by the Onex Shareholders or director nominated by the Incumbent Common Directors may be removed from office unless (i) such removal is directed or approved by the Person(s) entitled under Section 7(b) to designate that director or (ii) in the case of the directors designated by the Onex Shareholders, the Onex Shareholders and their Affiliates, collectively, no longer own at least five percent (5%) of the outstanding Common Stock;

(ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 7(b) shall be filled pursuant to the provisions of Section 7(b); and

(iii) upon the request of the Person(s) entitled under Section 7(b) to designate a director as provided in Section 7(b) to remove such director, such director shall be removed.

All Investors agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors to call a special meeting of shareholders for the purpose of electing directors.

(f) If either a Major Onex Ownership Increase or a Change in Voting Control occurs at a time that shares of Series A Convertible Preferred Stock are outstanding, Onex Partners (or any other of the Onex Shareholders or any permitted transferee of an Onex Shareholder, in each case designated by Onex Partners) shall have the irrevocable option to acquire from the Company one share of Series B Preferred Stock for a purchase price of $1,000. Exercise of the option provided by this subsection (f) shall be effective as of the date Onex Partners or its designee delivers to the Company at its principal office a duly executed written notice of exercise and payment of the purchase price in cash, by check or wire transfer following the occurrence of the condition precedent to the ability to exercise; as of such date, a stock certificate or certificates shall be deemed to have been executed in the name of the Person exercising the option and such Person shall be deemed to have become a holder of record, for all purposes, of the shares as to which the option was so exercised. The Company, as promptly as practical after receipt thereof and in any event within five days thereafter, shall execute and deliver or cause to be executed and delivered to the Person exercising the option a certificate or certificates representing the shares as to which the option was so exercised. If the issuance of Series B Preferred Stock pursuant to an exercise of the option requires filing or approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the competition or foreign investment laws or regulations of any jurisdiction, the Company shall make such filings, request such approvals and otherwise use its best efforts to cause any requirement of any such law or regulation relating to the issuance of the Series B Preferred Stock to be satisfied as promptly as possible, including, but not limited to, taking such actions with respect to such laws or regulations as the Person exercising the option may reasonably request and, if and to the extent required by law, the issuance of the share of Series B Preferred Stock subject to the option shall not be deemed to occur until all applicable waiting periods have elapsed and all applicable approvals from regulatory bodies have been received; provided that the Company will use its best efforts to provide Onex Partners (or any other of the Onex Shareholders or any permitted transferee of an Onex Shareholder, in each case designated by Onex Partners) with all benefits of having such ownership to the extent not prohibited by law. The Company shall pay all filing fees required by any such law or regulation to be paid by the Company, the Person acquiring the shares or any of its Affiliates.

(g) Following conversion of the Series A Convertible Preferred Stock into Common Stock and prior to the consummation of a Qualified Public Offering, each Onex Shareholder agrees that it shall not vote any shares of Common Stock owned by such Onex Shareholder, or over which such Onex Shareholder has voting control, in favor of any amendment, repeal or rescission of any of Sections 1.2, 2.1, 2.5, 2.8, 2.9, 2.13, 2.15 (other than Sections 2.15(1)(a) and 2.15(1)(b)), 3.2 or 3.7 of the Company’s Bylaws or Article VIII of the Articles of Incorporation, unless a majority of the shares of Common Stock held by other investors voting on such action shall have also voted in favor of such action.

(h) No Investor, nor any Affiliate of any Investor, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Investor have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

(i) In the event that an Onex/Preferred Director makes a motion at a meeting of the Board of Directors to constitute the Preferred Committee as consisting of all the Onex/Preferred Directors then in office, whether or not the meeting is called for such purpose, and the motion fails notwithstanding the vote in favor thereof by all Onex/Preferred Directors then in office (and Onex Partners gives notice of such failure to the Company), and the Preferred Committee is not constituted as so requested by the Onex/Preferred Directors within thirty days after such notice, a Major Onex Ownership Increase shall be deemed to have occurred, unless the failure of the Preferred Committee to be so constituted during such 30-day period is the result of none of the Onex/Preferred Directors voting in favor thereof at any meeting or proposed action by written consent.

(j) The provisions of this Section 7 (other than paragraph (f) hereof) shall terminate at such time that the Onex Shareholders and their Affiliates collectively own less than five percent (5%) of the outstanding capital stock of the Company, calculated on an as-converted basis, and upon the consummation of a Qualified Public Offering.

8. Irrevocable Proxy and Power of Attorney .

(a) Each Investor other than the Onex Shareholders hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to a designee of the Common Directors (as defined herein or as defined in the Articles of Incorporation prior to the conversion of the Series A Preferred Stock) of the Company, and a designee of the Onex Shareholders, and each of them, with full power of substitution, with respect to the matters set forth herein, including without limitation, votes regarding any Drag-Along Sale pursuant to Section 1 hereof and election and removal of persons as members of the Board of Directors in accordance with Section 7 hereto only, and hereby authorizes each of them to represent and to vote, if and only if the party (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such party’s Shares in favor of approval of any Drag-Along Sale or the election of persons as members of the Board of Directors determined pursuant to and in accordance with the terms and provisions of this Agreement pursuant to and in accordance with the terms and provisions of Sections 1 and 7, respectively, of this Agreement or to take any action necessary to effect

Sections 1 and 7, respectively, of this Agreement. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares solely to the extent such grant of proxy or power of attorney is with respect to such matters and shall not hereafter, unless and until this Agreement terminates or, with respect to the election of directors, Section 7 terminates, purport to grant any other proxy or power of attorney with respect to any of the Shares solely to the extent such grant of proxy or power of attorney is with respect to such matters, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein.

(b) Each Onex Shareholder hereby constitutes and appoints as the proxy of the party a designee of the Common Directors (as defined herein or as defined in the Articles of Incorporation prior to the conversion of the Series A Preferred Stock) of the Company, with full power of substitution, with respect to the election and removal of Common Directors in accordance with Section 7 hereto, and hereby authorizes such person to represent and to vote with respect to such matters, if and only if such Onex Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such party’s Shares in favor of the election or removal of Common Directors determined pursuant to and in accordance with the terms and provisions of this Agreement pursuant to and in accordance with the terms and provisions of Section 7 of this Agreement or to take any action necessary to effect the election and removal of Common Directors in accordance with Section 7 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, is coupled with an interest and shall be irrevocable. Each Onex Shareholder hereby revokes any and all previous proxies with respect to the Shares solely to the extent such grant of proxy is with respect to such matters and shall not hereafter, unless and until Section 7 terminates, purport to grant any other proxy with respect to any of the Shares solely to the extent such grant of proxy is with respect to such matters, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth in this clause (b) of Section 8.

9. Transfer Void . Any Transfer not made in compliance with the requirements of this Agreement shall be null and void ab initio, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company.

10. Violation of Tag-Along Right . If any Investor purports to sell any stock in contravention of the tag-along rights in Section 3 (a “ Prohibited Transfer ”), each Investor who desires to exercise its tag-along right under Section 3 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Investor to purchase from such Investor the type and number of shares of capital stock that such Investor would have been entitled to sell

to the purchaser under Section 3 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 3. The sale will be made on the same terms and subject to the same conditions as would have applied had the Investor not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Section 3. Such Investor shall also reimburse each Investor for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Investor’s rights under Section 3.

11. Transfers . Each transferee or assignee of any shares of capital stock of the Company subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition precedent to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A . Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be deemed to be a party hereto as if such transferee were the transferor and such transferee’s signature appeared on the signature pages of this Agreement and shall be deemed to be an Onex Shareholder and Investor, or an Investor, as applicable. The Company shall not permit the transfer of the shares of capital stock subject to this Agreement on its books or issue a new certificate representing any such shares of capital stock unless and until such transferee shall have complied with the terms of this Section 11. Each certificate representing the shares of capital stock subject to this Agreement if issued on or after the date of this Agreement shall be endorsed by the Company with the following legend:

THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO, AND IN CERTAIN CASES PROHIBITED BY, THE TERMS AND CONDITIONS OF A CERTAIN SHAREHOLDERS AGREEMENT BY AND AMONG THE SHAREHOLDER, THE CORPORATION AND CERTAIN OTHER HOLDERS OF STOCK OF THE CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.

12. Stop Transfer Instructions . In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the shares of capital stock of the Company of each Investor (and transferees and assignees thereof) until the end of such restricted period.

13. Definitions .

(a) “ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person, and when used with respect to any individual, shall also include the Relatives of such individual. The term “ control ” (including, with correlative meaning, the terms “ controlled by ” and “ under common control with ”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

(b) “ Articles of Incorporation ” means the Company’s Amended and Restated Articles of Incorporation, as amended.

(c) “ Bridge Notes ” means the Convertible Promissory Notes, in an aggregate initial principal amount of $[188,878,552], issued by the Company to the Onex Shareholders and certain Affiliates on the date of this Agreement.

(d) “ Bridge Note Maturity Date ” shall have the meaning ascribed to such term in the Bridge Notes.

(e) “ Change in Voting Control ” means that (a) Roderick C. Wendt is not the chief executive officer of the Corporation, and (b) the individuals named in Section B(2)(a) of Article VI of the Articles of Incorporation represent less than three-quarters ( ³ ⁄ ₄ ) of the members of the Common Directors (as defined in the Articles of Incorporation prior to conversion of the Series A Preferred Stock or herein after conversion of the Series A Preferred Stock), and (c) the following do not have the power to elect all of the Common Directors (excluding, for purposes of the determination, any shares of Common Stock owned by the Onex Shareholders and their permitted transferees):

(i) Roderick C. Wendt;

(ii) Wendt Family Members;

(iii) Members of the Board of Directors and members of JELD-WEN management holding the position of Vice-President or any position more senior thereto on February 10, 2011;

(iv) Any chief executive officer who is successor to Roderick C. Wendt and approved by the Preferred Committee;

(v) Any successor trustee of the JELD-WEN, inc. Employee Stock Ownership and Retirement Plan and Trust (A) who is described in items (i) through (iv) of this definition, (B) who is approved by the Board of Directors, or (C) who is an independent institutional trustee approved by the Board of Directors; and

(vi) A transferee of any of the foregoing in a transaction approved by the Board of Directors, including a majority of the Preferred Directors or Onex Directors, as the case may be.

whether or not the events described in this definition occur concurrently. For purposes of this definition, the persons listed in clause (i) through (vi) above shall be deemed to have the power to exercise any proxy granted prior to the date of this Agreement that is exercisable by an individual appointed Chief Executive Officer or President of the Company solely by reason of such individual’s holding such office.

(f) “ Common Stock ” means the Company’s common stock.

(g) “ Company Sale ” means a sale of the Company by way of a merger, the sale of all or substantially all of the Company’s assets, or the sale of all of the Company’s outstanding Common Stock and Preferred Stock or the sale of all of the Company’s Common Stock and Preferred Stock owned by the Investors.

(h) “ Eligible Shareholder ” means a shareholder of the Company who is:

(i)

a Wendt Family Member; or

(ii)

a shareholder that meets all of the following qualifications:

•

shareholder is an officer, director or manager of Company;

•

shareholder owns a minimum of 100 shares of Common Stock; and

•

shareholder remains current on all financing obligations with respect to shares of Common Stock owned by such shareholder.

(i) “ Major Onex Ownership Change ” means either a Major Onex Ownership Decline Event or a Major Onex Ownership Increase.

(j) “ Major Onex Ownership Decline ” means an event or transaction, or series of events and/or transactions, resulting in the collective Percentage Ownership of the Onex Shareholders and their permitted transferees under equaling ten percent (10%) or less.

(k) “ Major Onex Ownership Increase ” means (i) an event or transaction, or series of events and/or transactions (including, for the avoidance of doubt, the issuance of shares of Series A Convertible Preferred Stock upon conversion of any unpaid principal and interest under the Bridge Notes, or any repurchases by the Company of shares of its capital stock), resulting in the collective Percentage Ownership of the Onex Shareholders and their permitted transferees equaling sixty six and two-thirds percent (66 2/3%) or greater and (ii) the events giving rise to a deemed Major Onex Ownership Increase under Section 7(i) hereof.

(l) “ Percentage Ownership ” has the meaning given to that term in the Articles of Incorporation.

(m) “ Person ” means any individual, group, corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, governmental body or other entity.

(n) “ Pledge Agreement ” means the Pledge Agreement, dated , 2011, between the Trust and Bank of the West, as agent (“ Agent ”) for the lenders named therein (the “ Lenders ”).

(o) “ Preferred Directors ” shall have the meaning ascribed to such term in the Articles of Incorporation

(p) “ Preferred Committee ” shall have the meaning ascribed to such term in the Bylaws of the Company.

(q) “ Preferred Stock ” shall have the meaning ascribed to such term in the Articles of Incorporation.

(r) “ Qualified Public Offering ” shall have the meaning ascribed to such term in the Articles of Incorporation.

(s) “ Registration Rights Agreement ” means the Registration Rights Agreement of even date herewith among the Company, the Onex Shareholders and certain other shareholders of the Company.

(t) “ Relatives ” means, with respect to any individual, collectively, the spouse, domestic partner, parents, siblings and descendants of such individual and their respective issue (whether by blood or adoption and including stepchildren) and the spouses and domestic partners of such persons.

(u) “ Securities Act ” means the Securities Act of 1933, as amended, or any similar federal law then in force.

(v) “ Series A Convertible Preferred Stock ” means the Company’s Series A Convertible Preferred Stock.

(w) “ Series B Preferred Stock ” means the Company’s Series B Preferred Stock.

(x) “ Ten-Percent Shareholder ” means a Shareholder who (together with his or her Affiliates and Relatives) is the Beneficial Owner of ten percent (10%) or more of the outstanding Common Stock and Series A Convertible Preferred Stock (calculated on an as-converted, fully-diluted basis).

(y) “ Transfer ” means any transfer, sale, assignment, pledge, hypothecation, gift, placement in trust (voting or otherwise), transfer by operation of law or other disposition (directly or indirectly, whether or not voluntary and including, without limitation, by means of any participation, swap or other derivatives transaction) of any shares of Common Stock or Preferred Stock of the Company.

(z) “ Trust ” means the Richard Lester Wendt Living Trust.

(aa) “ Wendt Family Members ” means (i) all lineal descendants of Evelyn and Lester Wendt, whether by birth or adoption, and their respective spouses, and (ii) any trust, estate or other entity in which any such persons individually or in the aggregate, directly or indirectly, have the unrestricted power (subject only to customary fiduciary duties), whether due to ownership of voting securities, membership on the governing board or otherwise, without regard

to the votes or other actions of any other Persons, to vote or direct the vote of the shares of the Company’s stock owned by such entity. For purposes of clause (ii), the following persons shall be deemed to be lineal descendants of Evelyn and Lester Wendt if they serve as a director, trustee, executor, manager or personal representative of the entity in question: Ronald Saxton, Larry Wetter, Theodore Schnormeier, William Early, Robert Turner or Barry Homrighaus.

14. Miscellaneous .

(a) Remedies . The parties shall be entitled to enforce their rights under this Agreement specifically to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or temporary, preliminary or permanent injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement.

(b) Amendments and Waivers . Except as otherwise provided herein, the provisions of this Agreement may be amended or waived only upon the prior written consent of the Company, the Onex Shareholders and the holders of at least a majority of the shares of capital stock of the Company held by Investors other than the Onex Shareholders. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No purported waiver shall be effective unless in writing. The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent or other breach.

(c) Successors and Assigns; Third Party Beneficiaries . The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement.

(d) Severability . If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provisions of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

(e) Counterparts; Joinder . This Agreement may be executed in counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same instrument. Additional persons may become parties to this Agreement within 30 days of the date on which they first acquire capital stock of the Company or with the consent of the Company and Onex Partners, in either case by executing and delivering to the Company and Onex Partners an Adoption Agreement in the form of Exhibit A . Prior to the consummation of a Qualified Public Offering, the Company shall not issue or sell any shares of its capital stock to a person that is not a party to this Agreement unless such person concurrently becomes a party to this Agreement by executing and delivering an Adoption Agreement as contemplated by the immediately preceding sentence.

(f) Interpretation . In this Agreement, unless a contrary intention appears, (i) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision, (ii) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation,” (iii) reference to any Section means such Section hereof, (iv) words of any gender shall be deemed to include each other gender, and (v) words using the singular or plural number shall also include the plural or singular number, respectively. No provision of this Agreement shall be interpreted or construed against any party hereto solely because such party or its legal representative drafted such provision.

(g) Captions . The captions in this Agreement are for convenience of reference only and shall not be given any effect in the interpretation of this Agreement.

(h) Governing Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to the choice of law provisions thereof.

(i) Jurisdiction . Each party to this Agreement irrevocably submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware and the United States District Court for the District of Delaware in connection with any action, suit or proceeding arising out of or relating to this Agreement, the parties hereto hereby waiving any claim or defense that such forum is not convenient or proper. If for any reason the Chancery Court is deemed to be an inappropriate venue for any such action, suit or proceeding, each party to this Agreement also submits to the exclusive jurisdiction of the courts of the State for Delaware. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the courts of the State of Delaware (including the Chancery Court) and the United States District Court from the District of Delaware, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

(j) Waiver of Jury Trial . Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement, or the breach, termination or validity of this Agreement, or the transactions contemplated hereby. Each party certifies and acknowledges that (a) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, (b) each such party understands and has considered the implications of this waiver, (c) each such party makes this waiver voluntarily, and (d) each such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 14(j).

(k) Complete Agreement . This Agreement, the documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understanding, agreements or representations by or among the parties, written or oral, that may be related to the subject matter hereof in any way.

(l) Notices . All notices, consents and other communications required or permitted to be given under or by reason of this Agreement shall be in writing, shall be delivered personally or by e-mail or telecopy as described below or by reputable overnight courier, and shall be deemed given on the date on which such delivery is made. If delivered by e-mail or telecopy, such notices or communications shall be confirmed by a registered or certified letter (return receipt requested), postage prepaid. Such notices, consents and other communications will be sent to the parties at the addresses specified for notices in the Stock Purchase Agreement or to such other address as the recipient has specified by prior notice to the other parties.

(Signature Page Follows)

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto, all as of the date first above written.


COMPANY:

JELD-WEN HOLDING, inc.

By:
Name:
Title:

ONEX SHAREHOLDER:

[ ]

By:
Name:
Title:

Address for Notices;





INVESTOR(S):

By:
Name:
Title:

Address for Notices;

Schedule A

[List of Additional Shareholders]

EXHIBIT A

[Adoption Agreement]

A - 1

EXHIBIT E

FORM OF AMENDED AND RESTATED BYLAWS

[ see attached ]

Exhibit E

Exhibit E

AMENDED AND RESTATED

BYLAWS

JELD-WEN HOLDING, inc.

TABLE OF CONTENTS


		Page

ARTICLE 1	SHAREHOLDERS’ MEETINGS		1

Section 1.1	Annual Meeting		1
Section 1.2	Special Meetings		1
Section 1.3	Notice		1
Section 1.4	Waiver of Notice		1
Section 1.5	Voting		1
Section 1.6	Quorum; Vote Required		2
Section 1.7	Action Without Meeting		2

ARTICLE 2	BOARD OF DIRECTORS		2

Section 2.1	Number and Election of Directors		2
Section 2.2	Vacancies		2
Section 2.3	Annual Meeting		2
Section 2.4	Regular Meetings		3
Section 2.5	Special Meetings		3
Section 2.6	Telephonic Meetings		3
Section 2.7	Waiver of Notice		3
Section 2.8	Quorum		3
Section 2.9	Voting		3
Section 2.10	Action Without Meeting		3
Section 2.11	Removal of Directors		4
Section 2.12	Powers of Directors		4
Section 2.13	Committees		4
Section 2.14	Chairman of the Board		5
Section 2.15	Special Provisions		5

ARTICLE 3	OFFICERS		11

Section 3.1	Composition		11
Section 3.2	Chief Executive Officer		11
Section 3.3	President		11
Section 3.4	Vice President		12
Section 3.5	Secretary		12
Section 3.6	Treasurer		12
Section 3.7	Removal		12

ARTICLE 4	STOCK AND OTHER SECURITIES		12

Section 4.1	Certificates		12
Section 4.2	Transfer Agent and Registrar		12
Section 4.3	Transfer		12
Section 4.4	Necessity for Registration		13
Section 4.5	Fixing Record Date		13
Section 4.6	Record Date for Adjourned Meeting		13
Section 4.7	Lost Certificates		13

ARTICLE 5	CORPORATE SEAL		13

ARTICLE 6	AMENDMENTS		13

-i-

TABLE OF CONTENTS

(continued)


		Page

ARTICLE 7	SEVERABILITY		14

ARTICLE 8	INDEMNIFICATION		14

Section 8.1	Nonderivative Actions		14
Section 8.2	Derivative Actions		14
Section 8.3	Determination of Right to Indemnification in Certain Cases		15
Section 8.4	Indemnification of Persons Other than Officers or Directors		15
Section 8.5	Successful Defense		16
Section 8.6	Condition Precedent to Indemnification Under Sections 8.1, 8.2, 8.4, or 8.5		16
Section 8.7	Advances for Expenses		16
Section 8.8	Insurance		17
Section 8.9	Purpose and Exclusivity		17
Section 8.10	Severability		17

-ii-

BYLAWS

JELD-WEN HOLDING, inc.

ARTICLE 1

SHAREHOLDERS’ MEETINGS

Section 1.1 Annual Meeting. The annual meeting of the shareholders will be held on the first Saturday in March of every year at the principal office of the Corporation or at such other time, date, or place as may be determined by the Board of Directors. At such meeting, the shareholders entitled to vote will elect a Board of Directors and transact such other business as may come before the meeting.

Section 1.2 Special Meetings. Special meetings of shareholders will be held at any time on call of the Chairman of the Board, Chief Executive Officer, President or the Board of Directors, or the Common Directors to the extent authorized by Section (B)(6) of Article VI of the Articles of Incorporation, on demand in writing by shareholders of record holding shares with at least ten percent (10%) of the votes entitled to be cast on any matter proposed to be considered at the special meeting and to the extent required by Section 7(e) of the Shareholders Agreement.

Section 1.3 Notice. Written notice stating the place, date and time of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, will be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President or the Secretary, to each shareholder of record entitled to vote at such meeting. If mailed, the notice will be deemed to be delivered when deposited in the United States Mail addressed to the shareholder at the shareholder’s address as it appears on the current shareholder records of the Corporation, with postage prepaid.

Section 1.4 Waiver of Notice. A shareholder may, at any time, waive any notice required by these Bylaws, the Articles of Incorporation, or the Oregon Business Corporation Act. Except as otherwise provided by this Section 1.4, the waiver must be in writing, must be signed by the shareholder, and must be delivered to the Corporation for inclusion in the minutes and filing in the corporate records. A shareholder’s attendance at a meeting waives any objection to (a) lack of notice or defective notice, unless the shareholder objects at the beginning of the meeting to holding the meeting or transacting business at the meeting and (b) consideration of any matter at the meeting that is not within the purpose or purposes described in the notice of a special meeting, unless the shareholder objects to considering the matter when it is first presented.

Section 1.5 Voting. Except as otherwise provided in the Articles of Incorporation, each shareholder will be entitled to one vote, in person or by proxy, on each matter voted on at a

shareholder’s meeting for each share of stock outstanding in such shareholder’s name on the records of the Corporation which is entitled to vote on such matter. Unless held as trustee or in another fiduciary capacity, shares may not be voted if held by another corporation in which the Corporation holds a majority of the shares entitled to vote for directors of such other corporation.

Section 1.6 Quorum; Vote Required. A majority of the shares entitled to vote on a matter, represented in person or by proxies, will constitute a quorum with respect to that matter at any meeting of the shareholders. If a quorum is present, action on a matter, other than the election of directors, is approved if the votes cast in favor of the action exceed the votes cast in opposition, unless the vote of a greater number is required by the Oregon Business Corporation Act or the Articles of Incorporation. Election of directors is governed by Section 2.1 of these Bylaws. Unless otherwise provided in the Articles of Incorporation, a majority of votes represented at a meeting of shareholders, whether or not a quorum, may adjourn the meeting to a different time, date, or place. No further notice of the adjourned meeting is required if the new time, date, and place is announced at the meeting prior to adjournment and the date is set one hundred twenty (120) days or less from the date of the original meeting.

Section 1.7 Action Without Meeting. Any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting by a written consent, or consents, to the extent permitted under the Articles of Incorporation and the Oregon Business Corporation Act.

ARTICLE 2

BOARD OF DIRECTORS

Section 2.1 Number and Election of Directors. The Board of Directors will consist of not less than eight members and not more than ten members, but in any case shall consist of such number and classification of directors as Common Directors and Preferred/Onex Directors as is required by the Articles of Incorporation or the Shareholders Agreement, as applicable. The number of directors will be established by the Board of Directors as may be necessary to implement the foregoing. Directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election of such directors. Each director will be elected to hold office until the next annual meeting of shareholders and until the election and qualification of a successor, subject to prior death, resignation or removal.

Section 2.2 Vacancies. Unless otherwise provided in the Articles of Incorporation, any vacancy occurring in the Board of Directors, including a vacancy resulting from an increase in the number of directors, may be filled by the Board of Directors or if the remaining directors do not constitute a quorum, by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy will serve for the unexpired term of the director’s predecessor in office, subject to prior death, resignation or removal.

Section 2.3 Annual Meeting. An annual meeting of the Board of Directors will be held without notice immediately after the adjournment of the annual meeting of the shareholders or at another time designated by the Board of Directors upon notice in the same manner as provided in Section 2.5. The annual meeting will be held at the principal office of the Corporation or at such other place as the Board of Directors may designate.

Section 2.4 Regular Meetings. The Board of Directors may provide by resolution for regular meetings. Unless otherwise required by such resolution, regular meetings may be held without notice of the date, time, place or purpose of the meeting.

Section 2.5 Special Meetings. Special meetings of the Board of Directors may be called by the President, the Chief Executive Officer, the Chairman of the Board of Directors, or by majority of the Common Directors then serving or a majority of the Preferred/Onex Directors then serving. Notice of each special meeting will be given to each director, either by oral or in written notification actually received not less than twenty-four (24) hours prior to the meeting or by written notice mailed by deposit in the United States mail, first class postage prepaid, addressed to the director at the director’s address appearing on the records of the Corporation not less than seventy-two (72) hours prior to the meeting. Special meetings of the directors may also be held at any time when all members of the Board of Directors are present and consent to a special meeting. Special meetings of the directors will be held at the principal office of the Corporation or at any other place designated by a majority of the Board of Directors.

Section 2.6 Telephonic Meetings. The Board of Directors shall permit directors to participate in a meeting by any means of communication by which all of the persons participating in the meeting can hear each other at the same time. Participation in such a meeting will constitute presence in person at the meeting.

Section 2.7 Waiver of Notice. A director may, at any time, waive any notice required by these Bylaws, the Articles of Incorporation or the Oregon Business Corporation Act. Except as otherwise provided in this Section 2.7, the waiver must be in writing, must be signed by the director, must specify the meeting for which notice is waived, and must be delivered to the Corporation for inclusion in the minutes and filing in the corporate records. A director’s attendance at a meeting waives any required notice to such director, unless the director at the beginning of the meeting or promptly upon the director’s arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.

Section 2.8 Quorum. A majority of the number of directors that has been established by the Board of Directors pursuant to Section 2.1 of these Bylaws (a “Majority of the Entire Board”) will constitute a quorum for the transaction of business.

Section 2.9 Voting. The act of a Majority of the Entire Board at a meeting at which a quorum is present will for all purposes constitute the act of the Board of Directors, unless otherwise provided by the Articles of Incorporation or these Bylaws.

Section 2.10 Action Without Meeting. Any action required or permitted to be taken at a Board of Directors meeting may be taken without a meeting if a written consent, or consents, describing the action taken is signed by each director and included in the minutes and filed with the corporate records. The action is effective when the last director signs the consent, unless the consent specifies an earlier or later effective date. A consent signed under this section has the effect of an act of the Board of Directors at a meeting and may be described as such in any document.

Section 2.11 Removal of Directors. Unless otherwise provided by the Articles of Incorporation, the shareholders, at any meeting of the shareholders called expressly for that purpose, may remove any director from office, with or without cause.

Section 2.12 Powers of Directors. The Board of Directors will have the sole responsibility for the management of the business of the Corporation. In the management and control of the property, business and affairs of the Corporation, the Board of Directors is vested with all of the powers possessed by the Corporation itself, so far as this delegation of power is not inconsistent with the Oregon Business Corporation Act, the Articles of Incorporation, or these Bylaws. The Board of Directors will have the power to determine what amount constitutes net earnings of the Corporation, what amount will be reserved for working capital and for any other purpose, and what amount, if any, will be declared as dividends. Such determinations by the Board of Directors will be final and conclusive except as otherwise expressly provided by the Oregon Business Corporation Act or the Articles of Incorporation. The Board of Directors may designate one or more officers of the Corporation who will have the power to sign all deeds, leases, contracts, mortgages, deeds of trust and other instruments and documents executed by and binding upon the Corporation. In the absence of a designation of any other officer or officers, the President is so designated.

Section 2.13 Committees. Unless the Articles of Incorporation provide otherwise, a majority of the Board of Directors may designate from among its members one or more committees. Each committee must consist of two or more directors and will have such powers and will perform such duties as may be delegated and assigned to the committee by the Board of Directors. Except as provided in Section 2.15 below with respect to the Common Committee and the Preferred Committee, no committee will have the authority of the Board of Directors with respect to (a) approving dividends or other distributions to shareholders, except as permitted by (h) below; (b) amending the Articles of Incorporation, except as permitted by (j), below; (c) adopting a plan of merger; (d) recommending to the shareholders the sale, lease, exchange, or other disposition of all or substantially all the property and assets of the Corporation other than in the usual and regular course of its business; (e) recommending to the shareholders a voluntary dissolution of the Corporation or a revocation thereof; (f) approving or proposing to shareholders other actions required to be approved by the shareholders; (g) approving a plan of merger which does not require shareholder approval; (h) authorizing or approving any reacquisition of shares of the Corporation, except pursuant to a formula or method prescribed by the Board of Directors; (i) authorizing or approving the issuance, sale or contract for sale of shares of the Corporation’s stock except either pursuant to a stock option or other stock compensation plan or where the Board of Directors has determined the maximum number of shares and has expressly delegated this authority to the committee; (j) determining the designation and relative rights, preferences and limitations of a class or series of shares, unless the Board of Directors has determined a maximum number of shares and expressly delegated this authority to the committee; (k) adopting, amending or repealing Bylaws for the Corporation; or (1) filling vacancies on the Board of Directors or on any of its committees; or (m) taking any other action which the Oregon Business Corporation Act prohibits a committee of a board of directors to take. The provisions of Sections 2.4, 2.5, 2.6, 2.7 and 2.10 of the Bylaws will also apply to all committees of the

Board of Directors. Each committee will keep written records of its activities and proceedings. All actions by committees will be reported to the Board of Directors at the next meeting following the action and the Board of Directors may ratify, revise or alter such action, other than actions exclusively within the authority of the Preferred Committee or Common Committee, provided that no rights or acts of third parties will be affected by any such revision or alteration.

Section 2.14 Chairman of the Board. The Board of Directors may elect one of its members to be Chairman of the Board of Directors. The Chairman will advise and consult with the Board of Directors and the officers of the Corporation as to the determination of policies of the Corporation, will preside at all meetings of the Board of Directors and of the shareholders, and will perform such other functions and responsibilities as the Board of Directors may designate from time to time.

Section 2.15 Special Provisions .

(1) The Corporation shall not, and shall cause its subsidiaries not to, take or agree to take any of the following actions without the approval of a majority of the Common Directors:

(b) enter into any transaction or series of related transactions effecting a Liquidation or Company Sale (in either case, other than in connection with an exercise by Onex Partners III LP of its rights under Section 1 of the Shareholders Agreement with respect to a Drag-Along Sale (as defined in the Shareholders Agreement)), unless the Board of Directors shall have received an opinion from a major investment banking firm to the effect that the consideration to be received by the holders of the Common Stock in such transaction is fair to such holders from a financial point of view; and

(c) change the nature of the business of the Company and its subsidiaries, taken as a whole, or entry into a new line of business not related to doors and windows;

(d) enter into any transaction with Onex Corporation or any of its Affiliates, exclusive of any transactions entered into with any portfolio company of Onex

Corporation or any fund managed by it in the ordinary course of business on terms no less favorable to the Corporation than could reasonably be expected to be obtained in a transaction negotiated with an unrelated party on an arm’s length basis.

(2) The Corporation shall, and shall cause its subsidiaries to, submit to the Board for approval the following actions:

(a) (i) entering into any acquisition or disposition, including without limitation, by merging or consolidating with, or purchasing or selling all or substantially all the assets or capital stock or other equity interests of, any business, corporation, limited liability company, partnership or other business organization, or enter into any joint venture agreements, which are valued, in the aggregate, at greater than $25,000,000 (invested or committed by the Corporation and its subsidiaries) in any calendar year (other than Permitted Non-Core Asset Sales); or (ii) enter into any liquidation, dissolution, bankruptcy, insolvency or reorganization proceeding (other than the liquidation or dissolution of any wholly-owned Core Subsidiary);

(b) entering into any contract outside the ordinary course of business pursuant to which the Corporation and/or its subsidiaries are likely to spend or receive, in the aggregate, more than $25,000,000 (other than Permitted Non-Core Asset Sales);

(c) making or approving any capital expenditure that would involve spending, in the aggregate, in excess of $25,000,000 on any individual project, or collectively on all capital expenditure projects, $75,000,000 in any calendar year;

(d) approving material changes, on a year-over-year basis, of the material allocations and expenditures on its annual budget or other material budget items, exclusive of compensation items (including salaries and incentive, bonus, severance and other compensation related plans, agreements, arrangements and transactions);

(e) approving a decision to maintain insurance at levels inconsistent with then-current or historical practice;

(f) approving a change in the outside accounting firm used by the Corporation as the auditor of its consolidated financial statements as of the date hereof to a firm other than Deloitte & Touche, Ernst & Young, KPMG or PricewaterhouseCoopers; or

(g) amending the charter or bylaws of JELD-WEN, inc.

(3) Notice of each meeting of the Board of Directors shall be given to each director at least five (5) business days (or, in the event of circumstances deemed exigent by the director(s) calling such meeting, two (2) business days). The Board may not take action at a meeting with respect to a matter not identified in the notice for such meeting without the written consent of all directors.

(4) The Board shall implement policies and procedures, to be agreed upon by the Common Directors and the Preferred/Onex Directors, requiring that all Related Party Transactions be effected on terms no less favorable to the Corporation than could reasonably be expected to be obtained in a transaction negotiated with an unrelated party on an arm’s length basis.

(5) In the event that the Corporation is required, pursuant to the Articles of Incorporation, these Bylaws or any agreement to which the Corporation is party, including the Bridge Notes, to issue any shares of the Corporation’s Series B Preferred Stock to any Person, such Person shall have all rights of a holder of such shares of Series B Preferred Stock whether or not the Corporation has issued such shares to such Person.

(6) Common Committee . The Board shall have a committee, designated the “Common Committee,” comprised of the Common Directors from time to time, each of whom shall automatically become a member of such committee upon his or her becoming a director. Actions approved by a majority of the Common Committee shall be deemed approved by, and shall not require the further ratification of, the Board of Directors and shall be considered ready for implementation. The Common Committee shall be delegated the Board of Directors’ authority with respect to the following matters (only):

(a) The negotiation, authorization and approval of Permitted Non-Core Asset Sales and overseeing the operations of the Non-Core Assets, which oversight may be delegated to the Chief Executive Officer or, if there is no Chief Executive Officer, the Chairman of the Board or any other officer of the Corporation selected by the Common Committee.

(b) The declaration and payment by the Corporation of dividends in accordance with the Articles of Incorporation:

(i) on the Series A Convertible Preferred Stock to the extent that taking such actions would be in full compliance with the Credit Facility as in effect on [ Closing Date ] (irrespective of whether the Credit Facility is subsequently amended, modified, waived or terminated); or

(ii) consisting solely of Distributable Non-Core Assets/Proceeds (as defined in the Articles of Incorporation).

(c) Exercising the Corporation’s rights and performing the Corporation’s obligations under Article IX of the Stock Purchase Agreement, and the defense and settlement by the Corporation of claims that would give rise to indemnification obligations under Section 9.1 of the Stock Purchase Agreement other than with respect to the defense and settlement of claims where the potential liability of the Corporation in connection with such claim (as mutually agreed by the Common Committee and the Preferred Committee, or in the absence of such agreement at the election of either such committee, by independent counsel retained by the Board) is greater than 200% of the maximum amount of the potential liability of the Corporation in connection with such claim that would give rise to indemnification of the Investor Indemnified Parties (as defined in the Stock Purchase Agreement) under the Stock Purchase Agreement (ie., the amount above which increases in the amount of such liability would not increase the amount of indemnification of the Investor Indemnified Parties after giving effect to the limitations in Article IX of the Stock Purchase Agreement and the cumulative effect of other claims for indemnification); provided , however , that in such case the Common

Committee shall be delegated the Corporation’s right as the Indemnifying Party (as defined in the Stock Purchase Agreement) under the penultimate sentence of Section 9.4(b) of the Stock Purchase Agreement to consent to any settlement, compromise, discharge or admission of liability with respect to such matters; and provided , further , that the authority extended to the Common Committee under this Section 6(c) shall not include the authority to defend or settle any Tax claims that would not give rise to indemnification obligations under Section 9.1 of the Stock Purchase Agreement (“Other Tax Claims”), irrespective of whether such Other Tax Claim is part of the same audit, proceeding or investigation.

(d) Electing Roderick Wendt as the Chairman of the Board during any such times as he has the right to serve as Chairman of the Board pursuant to any agreement entered into by the Corporation with Mr. Wendt after August , 2011, and approved by the Preferred Committee.

(e) Causing the Corporation to make payments required to be made in respect of its acceptance for payment of shares of its Common Stock in the Tender Offer in accordance with the terms of the Stock Purchase Agreement.

(f) Exercising the Corporation’s rights to require Onex Partners III LP to perform its obligations under Section 7.12 of the Stock Purchase Agreement.

(7) Preferred Committee . The Board shall have a committee, designated the “Preferred Committee,” comprised of the Preferred/Onex Directors from time to time, each of whom shall automatically become a member of such committee upon his or her becoming a director. Actions approved by a majority of the Preferred Committee shall be deemed approved by, and shall not require the further ratification of, the Board of Directors and shall be considered ready for implementation. The Preferred Committee shall be delegated the Board of Directors’ authority with respect to (only) the following matters:

(a) appointment and removal of the Chief Executive Officer and the President, including any person serving in either of such capacities on an interim basis, and establishing the scope of authority and responsibilities of such positions; provided that, prior to appointing a new Chief Executive Officer or President on other than an interim basis, the Preferred Committee shall consult with the Common Committee regarding the candidates being considered;

(b) design, approve and make determinations regarding base salary, benefits and incentive compensation structures (including equity compensation) and amounts for senior executives and divisional managers at level AM11 and above anywhere in the world (collectively defined as “Senior Management”); and

(c) design, approve and make determinations regarding incentive compensation structures (including equity compensation) for all other employees. Otherwise, all compensation matters associated with non-Senior Management employees will be determined by or under the direction of the President.

The Preferred Committee’s authority with respect to compensation matters as described in clauses (b) and (c) above includes, for the avoidance of doubt, the authority to authorize and

approve the entry by the Corporation and/or any of its subsidiaries into all employment, incentive, severance, bonus and other plans, arrangements, agreements and transactions relating thereto and to authorize, adopt and approve, and amend, modify and terminate, any incentive, bonus, severance and other compensation related plan, including, but not limited to, equity based and equity linked plans).

(8) For purposes hereof, the following terms have the following meanings:

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person, and when used with respect to any individual, shall also include the Relatives of such individual. The term “ control ” (including, with correlative meaning, the terms “ controlled by ” and “ under common control with ”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“ Approved Securities Exchange ” means either the New York Stock Exchange or the NASDAQ Global Select Market.

“ Beneficial Owner ” means any Person that has beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 or any successor Rule) of the securities referred to.

“ Bridge Notes ” means the Convertible Promissory Notes, in an aggregate initial principal amount of $188,878,552, issued by the Corporation to the Onex Shareholders and their Affiliates on the Series A Initial Issuance Date.

“ Common Director ” means (i) prior to the conversion of the Series A Convertible Preferred Stock into Common Stock, a Common Director as defined in the Articles of Incorporation, and (ii) following the conversion of the Series A Convertible Preferred Stock into Common Stock, a Common Director as defined in the Shareholders Agreement.

“ Company Sale ” shall have the meaning set forth in the Articles of Incorporation.

“ Consolidated Indebtedness ” has the meaning set forth in the Stock Purchase Agreement.

“ Core Subsidiaries ” has the meaning set forth in the Stock Purchase Agreement.

“ Credit Facility ” means that certain Credit Agreement, dated as of , 2011, among JELD-WEN, inc., an Oregon corporation, JELD-WEN of Europe, B.V., a company organized under the laws of the Netherlands, each lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer.

“ Liquidation ” shall have the meaning set forth in the Articles of Incorporation.

“ Non-Core Assets ” shall have the meaning set forth in the Stock Purchase Agreement.

“ Preferred/Onex Director ” means (i) prior to the conversion of the Series A Convertible Preferred Stock into Common Stock, a Preferred Director (as defined in the Articles of Incorporation), and (ii) following the conversion of the Series A Convertible Preferred Stock into Common Stock, an Onex Director (as defined in the Shareholders Agreement).

“ Onex Shareholders ” means Onex Partners III LP, Onex Advisor III LLC, Onex Partners III GP LP, Onex Partners III PV LP, Onex Partners III Select LP, Onex US Principals LP, Onex Corporation, Onex American Holdings II LLC, and Jeld-Wen EI LLC, 1597257 Ontario Inc.

“ Permitted Non-Core Asset Sales ” has the meaning set forth in the Stock Purchase Agreement.

“ Person ” means any individual, group, corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, governmental body or other entity.

“ Public Offering ” means a public offering of equity securities of the Corporation pursuant to an effective registration statement under the Securities Act.

“ Related Party ” means (i) any person who is, or at any time since the beginning of the Corporation’s most recently completed fiscal year was, a director or an executive officer of the Corporation or a nominee to become a director of the Corporation, (ii) any person (including any entity or group) who is the Beneficial Owner of more than five percent (5%) of any class of the Corporation’s securities, or (iii) any Affiliate or Relative of a person described in (i) or (ii).

“ Related Party Transaction ” means any transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) between the Corporation and any Related Party other than (i) a transaction with a Related Party involving less than $25,000 when aggregated with all similar transactions, or (ii) a transaction in which the Related Party’s interest arises solely from the ownership of a class of the capital stock and the holders of the capital stock receive the same benefit on a pro rata basis.

“ Relatives ” means, with respect to any individual, collectively, the spouse, parents, siblings and descendants of such individual and their respective issue (whether by blood or adoption and including stepchildren) and the spouses of such persons.

“ Series A Convertible Preferred Stock ” shall have the meaning set forth in the Corporation’s Articles of Incorporation.

“ Series A Initial Issuance Date ” means the date the Corporation first issues shares of Series A Convertible Preferred Stock.

“ Shareholders Agreement ” means the Shareholders Agreement, dated , 2011, between the Corporation, the Onex Shareholders and the other shareholders parties thereto.

“ Stock Purchase Agreement ” means the Amended and Restated Stock Purchase Agreement, dated July 29, 2011, between the Corporation and the Onex Shareholders.

“ Tender Offer ” means the tender offer commenced by the Corporation to repurchase up to $100 million of its Common Stock in accordance with the terms of the Stock Purchase Agreement.

“ TTM EBITDA ” has the meaning set forth in the Stock Purchase Agreement.

ARTICLE 3

OFFICERS

Section 3.1 Composition. The officers of this Corporation will consist of at least a President and a Secretary and may also include a separate Chief Executive Officer, one or more Vice Presidents and a Treasurer and other officers and assistant officers. The President and Chief Executive Officer will be elected or appointed by the Preferred Committee. Other officers and assistant officers and agents may be elected or appointed by the President. Any vacancies occurring in any office of this Corporation may be filled by the Preferred Committee in the case of the President and the Chief Executive Officer, and by the President in the case of any other officer and assistant officer. Each officer will hold his or her office until his or her death, resignation or removal.

Section 3.2 Chief Executive Officer. In the absence of a Chairman of the Board, the Chief Executive Officer will preside at all meetings of the Board of Directors and of the shareholders. In addition, as and to the extent requested by the President, the Chief Executive Officer will (a) provide advice and guidance to the President regarding the policies and goals of the Corporation, (b) participate in representing the Corporation in interacting with governmental and regulatory bodies, political figures, customers, suppliers and trade organizations, and (c) provide such other assistance to the President as is consistent with the stature of a chief executive officer. The Chief Executive Officer shall oversee the operations of the Non-Core Assets and have the authority to hire and fire employees and agents of the Non-Core Subsidiaries (as defined in the Stock Purchase Agreement) if such power has been delegated by the Common Committee. Except as provided in the preceding three sentences, the Chief Executive Officer will only have such authority, responsibility and duties as shall be specifically delegated to him or her by the Preferred Committee or the President and shall not take any actions inconsistent therewith.

Section 3.3 President. The President will be responsible for implementing the policies and goals of the Corporation as stated by the Board of Directors and will have general supervisory responsibility and authority over the property, business and affairs of the Corporation. Unless otherwise provided by the Preferred Committee, the President will have the authority to hire and fire employees and agents of the Corporation (other than those of Non-Core Subsidiaries) and to take such other actions as the President deems to be necessary or appropriate to implement the policies, goals and directions of the Preferred Committee. The President may sign any documents and instruments of the Corporation which require the signature of the

President under the Oregon Business Corporation Act, the Articles of Incorporation or these Bylaws. Unless otherwise provided by the Preferred Committee, an “acting” or “interim” President will have all responsibilities and authority of the President.

Section 3.4 Vice President. A Vice President will have such responsibilities and authority as may be delegated by the President to such Vice President. If at any time there is more than one Vice President, the President may designate the order of seniority or the areas of responsibility of such Vice Presidents.

Section 3.5 Secretary. The Secretary will keep the minutes and records of all the meetings of the shareholders and directors and of all other official business of the Corporation. The Secretary will give notice of meetings to the shareholders and directors and will perform such other duties as may be prescribed by the President.

Section 3.6 Treasurer. The Treasurer will receive all moneys and funds of the Corporation and deposit such moneys and funds in the name of and for the account of the Corporation with one or more banks designated by the President or in such other short-term investment vehicles as may from time to time be designated or approved by the President. The Treasurer will keep accurate books of account and will make reports of financial transactions of the Corporation to the Board of Directors and the President, and will perform such other duties as may be prescribed by the President. If the President elects a Vice President, Finance or a Chief Financial Officer, the duties of the office of Treasurer may rest in that officer.

Section 3.7 Removal. The Preferred Committee, at any meeting or any special meeting called for that purpose, may remove the Chief Executive Officer and the President from office with or without cause, and the President may remove any other officer or assistant officer (other than the Chief Executive Officer) with or without cause; provided , however , in each case that no removal will impair the contract rights, if any, of the officer removed or of this Corporation or of any other person or entity.

ARTICLE 4

STOCK AND OTHER SECURITIES

Section 4.1 Certificates. All stock and other securities of this Corporation will be represented by certificates which will be signed by the President or a Vice President and the Secretary or an Assistant Secretary of the Corporation, and which may be sealed with the seal of the Corporation or a facsimile thereof.

Section 4.2 Transfer Agent and Registrar. The Board of Directors may from time to time appoint one or more Transfer Agents and one or more Registrars for the stock and other securities of the Corporation. The signatures of the President or a Vice President and the Secretary or an Assistant Secretary upon a certificate may be facsimiles.

Section 4.3 Transfer. Title to a certificate and to the interest in this Corporation represented by that certificate can be transferred only (a) by delivery of the certificate endorsed by the person designated by the certificate to be the owner of the interest represented thereby either in blank or to a specified person or (b) by delivery of the certificate and a separate

document containing a written assignment of the certificate or a power of attorney to sell, assign or transfer the same, signed by the person designated by the certificate to be the owner of the interest represented thereby either in blank or to a specified person.

Section 4.4 Necessity for Registration. Prior to presentment for registration upon the transfer books of the Corporation of a transfer of stock or other securities of this Corporation, the Corporation or its agent for purposes of registering transfers of its securities may treat the registered owner of the security as the person exclusively entitled to vote the securities; to receive any notices to shareholders; to receive payment of any interest on a security, or of any ordinary, extraordinary, partial liquidating, final liquidating, or other dividend, or of any other distribution, whether paid in cash or in securities or in any other form; and otherwise to exercise or enjoy any or all of the rights and powers of an owner.

Section 4.5 Fixing Record Date. The Board of Directors may fix in advance a date as record date for the purpose of determining the registered owners of stock or other securities (a) entitled to notice of or to vote at any meeting of the shareholders or any adjournment thereof; (b) entitled to receive payment of any interest on a security, or of any ordinary, extraordinary, partial liquidating, final liquidating, or other dividend, or of any other distribution, whether paid in cash or in securities or in any other form; or (c) entitled to otherwise exercise or enjoy any or all of the rights and powers of an owner, or in order to make a determination of registered owners for any other proper purpose. The record date will be not more than seventy (70) days and, in the case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action which requires such determination of registered owners is to be taken.

Section 4.6 Record Date for Adjourned Meeting. A determination of shareholders entitled to notice of or to vote at a meeting of the shareholders is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date. A new record date must be fixed if a meeting of the shareholders’ is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

Section 4.7 Lost Certificates. In case of the loss or destruction of a certificate of stock or other security of this Corporation, a duplicate certificate may be issued in its place upon such conditions as the Board of Directors may prescribe.

ARTICLE 5

CORPORATE SEAL

If the Corporation has a corporate seal, its size and style is shown by the impression below:

ARTICLE 6

AMENDMENTS

Unless otherwise provided in the Articles of Incorporation, the Bylaws of the Corporation may be amended or repealed by the directors, subject to amendment or repeal by action of the shareholders, at any regular meeting or at any special meeting called for that purpose, provided notice of the proposed change is given in the notice of the meeting or notice thereof is waived in writing.

ARTICLE 7

SEVERABILITY

If any provision of these Bylaws is found, in any action, suit or proceeding, to be invalid or ineffective, the validity and the effect of the remaining provisions will not be affected.

ARTICLE 8

INDEMNIFICATION

Section 8.1 Nonderivative Actions. Subject to the provisions of Sections 8.3, 8.5, and 8.6 below, the Corporation shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including all appeals) (other than an action by or in the right of the Corporation) by reason of or arising from the fact that the person is or was a director or officer of the Corporation or one of its subsidiaries, or is or was serving at the request of the Corporation as a director, officer, partner, or trustee of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against reasonable expenses (including attorney fees), judgments, fines, penalties, excise taxes assessed with respect to any employee benefit plan and amounts paid in settlement actually and reasonably incurred by the person to be indemnified in connection with such action, suit, or proceeding if the person acted in good faith, did not engage in intentional misconduct, and, with respect to any criminal action or proceeding, did not know the conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith or, with respect to any criminal action or proceeding, that the person knew that the conduct was unlawful.

Section 8.2 Derivative Actions. Subject to the provisions of Sections 8.3, 8.5, and 8.6 below, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit (including all appeals) by or in the right of the Corporation to procure a judgment in its favor by reason of or arising from the fact that the person is or was a director or officer of the Corporation or one of its subsidiaries, or is or was serving at the request of the Corporation as a director, officer, partner, or trustee of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against reasonable expenses (including attorney fees) actually incurred by the person to be indemnified in connection with the defense or settlement of such action or suit if the person acted in good faith, provided, however, that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for deliberate misconduct in the performance of that person’s duty to the Corporation, for any transaction in which the person received an improper personal benefit, for any breach of the duty of loyalty to the Corporation, or for any distribution to shareholders that is unlawful under the Oregon Business Corporation Act, or successor statute, unless and only to the extent that the

court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the court shall deem proper.

Section 8.3 Determination of Right to Indemnification in Certain Cases. Subject to the provisions of Sections 8.5 and 8.6 below, indemnification under Sections 8.1 and 8.2 of this Article shall not be made by the Corporation unless it is expressly determined that indemnification of the person who is or was an officer or director, or is or was serving at the request of the Corporation as a director, officer, partner, or trustee of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, is proper in the circumstances because the person has met the applicable standard of conduct set forth in Sections 8.1 or 8.2. That determination may be made by any of the following:

(a) By the Board of Directors by majority vote of a quorum consisting of directors who are not or were not parties to the action, suit or proceeding;

(b) If a quorum cannot be obtained under paragraph (1) of this subsection, by majority vote of a committee duly designated by the Board of Directors consisting solely of two or more directors not at the time parties to the action, suit, or proceeding (directors who are parties to the action, suit, or proceeding may participate in designation of the committee);

(c) By special legal counsel selected by the Board of Directors or its committee in the manner prescribed in (1) or (2) or, if a quorum of the Board of Directors cannot be obtained under (1) and a committee cannot be designated under (2) the special legal counsel shall be selected by majority vote of the full Board of Directors, including directors who are parties to the action, suit, or proceeding;

(d) If referred to them by Board of Directors of the Corporation by majority vote of a quorum (whether or not such quorum consists in whole or in part of directors who are parties to the action, suit, or proceeding), by the shareholders; or

(e) By a court of competent jurisdiction.

Section 8.4 Indemnification of Persons Other than Officers or Directors. Subject to the provisions of Section 8.6, in the event any person not entitled to indemnification under Sections 8.1 and 8.2 of this Article was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding of a type referred to in Sections 8.1 or 8.2 of this Article by reason of or arising from the fact that such person is or was an employee or agent (including an attorney) of the Corporation or one of its subsidiaries, or is or was serving at the request of the Corporation as an employee or agent (including an attorney) of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, the Board of Directors of the Corporation by a majority vote of a quorum(whether or not such quorum consists in whole or in part of directors who were parties to such action, suit, or proceeding) or the stockholders of the Corporation by a majority vote of the outstanding shares upon referral to them by the Board of Directors of the Corporation by a majority vote of a quorum (whether or not such quorum consists in whole or in part of directors who were parties to

such action, suit, or proceeding) may, but shall not be required to, grant to such person a right of indemnification to the extent described in Sections 8.1 or 8.2 of this Article as if the person were acting in a capacity referred to therein, provided that such person meets the applicable standard of conduct set forth in such Sections. Furthermore, the Board of Directors may designate by resolution in advance of any action, suit, or proceeding, those employees or agents (including attorneys) who shall have all rights of indemnification granted under Sections 8.1 and 8.2 of this Article.

Section 8.5 Successful Defense. Notwithstanding any other provision of Sections 8.1, 8.2, 8.3, or 8.4 of this Article, but subject to the provisions of Section 8.6, to the extent a director, officer, or employee is successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 8.1, 8.2, or 8.4 of this article, or in defense of any claim, issue, or matter therein, that person shall be indemnified against expenses (including attorney fees) actually and reasonably incurred by him in connection therewith.

Section 8.6 Condition Precedent to Indemnification Under Sections 8.1, 8.2, 8.4, or 8.5. Any person who desires to receive the benefits otherwise conferred by Sections 8.1, 8.2, 8.4, or 8.5 of this article shall promptly notify the Corporation that the person has been named a defendant to an action, suit, or proceeding of a type referred to in Sections 8.1, 8.2, 8.4, or 8.5 and intends to rely upon the right of indemnification described in Sections 8.1, 8.2, 8.4, or 8.5 of this article. The notice shall be in writing and mailed, via registered or certified mail, return receipt requested, to the President of the Corporation at the executive offices of the Corporation or, in the event the notice is from the President, to the registered agent of the Corporation. Failure to give the notice required hereby shall entitle the Board of Directors of the Corporation by a majority vote of a quorum (consisting of directors who, insofar as indemnity of officers or directors is concerned, were not parties to such action, suit, or proceeding, but who, insofar as indemnity of employees or agents is concerned, mayor may not have been parties) or, if referred to them by the Board of Directors of the Corporation by a majority vote of a quorum (consisting of directors who, insofar as indemnity of officers or directors is concerned, were not parties to such action, suit, or proceeding, but who, insofar as indemnity of employees or agents is concerned, mayor may not have been parties), the stockholders of the Corporation by a majority of the votes entitled to be cast by holders of shares of the Corporation’s stock which have unlimited voting rights to make a determination that such a failure was prejudicial to the Corporation in the circumstances and that, therefore, the right to indemnification referred to in Sections 8.1, 8.2, or 8.4 of this article shall be denied in its entirety or reduced in amount.

Section 8.7 Advances for Expenses. Expenses incurred by a person indemnified hereunder in defending a civil, criminal, administrative, or investigative action, suit, or proceeding (including all appeals) or threat thereof may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such person to repay such expenses if it shall ultimately be determined that the person is not entitled to be indemnified by the Corporation and a written affirmation of the person’s good faith belief that he or she has met the applicable standard of conduct. The undertaking must be a general personal obligation of the party receiving the advances but need not be secured and may be accepted without reference to financial ability to make repayment.

Section 8.8 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation or one of its subsidiaries or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise against any liability asserted against and incurred by that person in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify that person against such liability under the provisions of this Article or under the Oregon Business Corporation Act.

Section 8.9 Purpose and Exclusivity. The indemnification referred to in the various Sections of this Article shall be deemed to be in addition to and not in lieu of any other rights to which those indemnified may be entitled under any statute, rule of law or equity, agreement, vote of the stockholders or Board of Directors, or otherwise. The Corporation is authorized to enter into agreements of indemnification. The purpose of this Article is to augment the provisions of the Oregon Business Corporation Act dealing with indemnification.

Section 8.10 Severability. If any of the provisions of this Article are found, in any action, suit or proceeding, to be invalid or ineffective, the validity and the effect of the remaining provisions shall not be affected.

EXHIBIT F

FORM OF BRIDGE NOTE

[see attached]

Exhibit F

EXHIBIT F

FORM OF BRIDGE NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”) OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION THEREFROM.


U.S. $[ ]		[New York, New York]
		[ ], 2011

JELD-WEN HOLDING, INC.

Convertible Promissory Note

FOR VALUE RECEIVED, the undersigned, JELD-WEN HOLDING, INC., an Oregon corporation (the “ Company ”), hereby promises to pay to [ ], or its registered assigns (in either case, the “ Holder ”), (i) the principal amount of U.S. $[ ], payable on [ ] ¹ (the “ Maturity Date ”) and (ii) interest at a rate of 10% per year on the unpaid principal of this Note, accruing continuously, compounded annually, and payable on the Maturity Date, in each case subject to the terms herein.

This Note has been issued pursuant to an Amended and Restated Stock Purchase Agreement, dated as of July 29, 2011 (as the same may be amended or otherwise modified from time to time in accordance with its terms, the “ Stock Purchase Agreement ”), among the Holder, [other Onex entities] (collectively with the Holder, the “ Investors ”), and the Company.

1. Defined Terms . For purposes of this Note, the following terms shall have the following meanings:

“ 2010 Federal Tax Overpayment ” means the amount, if any, of the income tax overpayment as shown on the 2010 U.S. federal income tax to be filed by the Company for the year ended December 31, 2010.

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person, and when used with respect to any individual, shall also include the Relatives of such

¹	18 months after issuance date.

individual. The term “ control ” (including, with correlative meaning, the terms “ controlled by ” and “ under common control with ”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“ Aggregate Cash Proceeds ” means, as of any date, the sum of (a) the aggregate Free Cash Flow from Non-Core Assets through such date, (b) Net Cash Proceeds from the Sale of Non-Core Assets through such date, and (c) to the extent that a Note Prepayment Notice is required to be delivered with respect to the 2010 Federal Tax Overpayment, the 2010 Federal Tax Overpayment.

“ Articles of Incorporation ” means the Company’s Amended and Restated Articles of Incorporation as in effect as of the Closing (as defined in the Stock Purchase Agreement), and as amended in accordance with the terms thereof.

“ Available Cash Proceeds ” means, as of any date, (a) Aggregate Cash Proceeds as of such date, minus (b) the aggregate Non-Core Asset Indemnification Payments paid on or prior to such date, minus (c) the aggregate amount of Note Prepayments made prior to such date.

“ Common Stock ” means the Company’s common stock.

“ Company Sale ” has the meaning set forth in the Articles of Incorporation.

“ Core Subsidiary ” has the meaning set forth in the Stock Purchase Agreement.

“ Final Equity Value ” has the meaning set forth in the Stock Purchase Agreement.

“ Fixed Tax Benefit ” means, with respect to any sale proceeds, the amount of taxes deemed to be saved by reason of the transaction with which such proceeds are associated, calculated by multiplying (i) any loss or deduction recognized by the Company or any of its Affiliates in connection with such transaction, by (ii) the highest marginal federal and state tax rate applicable to corporations organized in the state to which such proceeds are allocable or apportionable (but assuming for purposes of determining such rate, that all such state and local taxes are fully deductible for federal tax purposes).

“ Fixed Tax Cost ” means, with respect to any sale proceeds, the amount of taxes deemed to be due with respect to the transaction with which such proceeds are associated, calculated by multiplying (i) any gain or income recognized by the Company or any of its Affiliates in connection with such transaction, by (ii) the

highest marginal federal and state tax rate applicable to corporations organized in the state to which such proceeds are allocable or apportionable (but assuming for purposes of determining such rate, that all such state and local taxes are fully deductible for federal tax purposes).

“ Free Cash Flow from Non-Core Assets ” means (a) the amount of cash flow from operations generated by the Non-Core Subsidiaries (or the Non-Core Assets within the Core Subsidiaries) after the Initial Note Issuance Date and received by the Company or JELD-WEN, inc., minus (b) the absolute value of all capital expenditures and other investing activities, such as purchases of title, plants and investment properties, made in respect of the Non-Core Subsidiaries (or the Non-Core Assets within the Core Subsidiaries) after the Initial Note Issuance Date, in each case as such terms are typically understood and calculated on a statement of cash flows prepared in accordance with GAAP, applied in a manner consistent with the preparation of the Company’s quarterly financial statements. For the avoidance of doubt, the Free Cash Flow from Non-Core Assets may be a positive or a negative number.

“ Initial Note Issuance Date ” means the date the Company first issues Notes.

“ Intercompany Account Balances ” has the meaning set forth in the Stock Purchase Agreement.

“ Liquidation ” has the meaning set forth in the Articles of Incorporation.

“ Majority Noteholders ” means the holders of a majority of the aggregate principal amount of the Notes.

“ Negative Intercompany Balance ” has the meaning set forth in the Stock Purchase Agreement.

“ Net Cash Proceeds from the Sale of Non-Core Assets ” means the lesser of (a) the amount of gross cash proceeds received by the Company or JELD-WEN, inc. after the Initial Note Issuance Date from the sale of Non-Core Assets to third parties (excluding any amounts attributable to Intercompany Account Balances), (i) reduced by all expenses associated with such sales or the distribution of such proceeds to JELD-WEN, inc. or the Company and by any Fixed Tax Cost associated with such transactions, and (ii) increased by any Fixed Tax Benefit associated with such transactions and (b) the amount of gross cash proceeds received by the Company or JELD-WEN, inc. after the Initial Note Issuance Date from the sale of Non-Core Assets to third parties (excluding any amounts attributable to Intercompany Account Balances), reduced by all expenses associated with such sales or the distribution of such proceeds to the Company or JELD-WEN, Inc. Fixed Tax Benefits arising from capital losses may only be taken into account to the

extent of Fixed Tax Costs arising from capital gains. For the avoidance of doubt, the Net Cash Proceeds from the Sale of Non-Core Assets may be a positive or a negative number.

“ Non-Core Asset Indemnification Payments ” means the aggregate amounts paid by the Company and its subsidiaries with respect to indemnity claims for breaches of representations, warranties and covenants under its or their, as applicable, agreements for the sale of Non-Core Assets.

“ Non-Core Assets ” has the meaning set forth in the Stock Purchase Agreement.

“ Non-Core Subsidiary ” has the meaning set forth in the Stock Purchase Agreement.

“ Notes ” means, collectively, this Note and each of the Other Notes.

“ Other Note ” means a promissory note in form and substance (other than principal amount and Holder) identical to this Note.

“ Person ” means any individual, group, corporation, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, governmental body or other entity.

“ Qualified Appraiser ” has the meaning set forth in the Articles of Incorporation.

“ Relatives ” means, with respect to any individual, collectively, the spouse, domestic partner, parents, siblings and descendants of such individual and their respective issue (whether by blood or adoption and including stepchildren) and the spouses and domestic partners of such persons.

“ Series A Convertible Preferred Stock ” means the Company’s Series A Convertible Preferred Stock.

“ Series A Initial Investment Amount ” has the meaning set forth in the Stock Purchase Agreement.

“ Series A Unpaid Dividends ” has the meaning set forth in the Articles of Incorporation.

“ Shareholders Agreement ” means the Shareholders Agreement, of even date herewith, among the parties to the Stock Purchase Agreement and certain other shareholders of the Company.

“ Tender Offer ” has the meaning set forth in the Stock Purchase Agreement.

“ Tender Offer Transactions ” means the redemption of shares of Common Stock in the Tender Offer and the issuance of any shares Series A Convertible Preferred Stock to the Investors following the consummation thereof pursuant to Section of the Stock Purchase Agreement.

2. Payments . All payments of principal and interest shall be made on the date required pursuant to this Note in lawful money of the United States of America and shall be made by wire transfer of immediately available funds to an account designated by the Holder or at the principal office of the Holder or such other place as may be designated in writing by the Holder to the Company.

3. Mandatory Prepayments.

(a) The Company shall apply Available Cash Proceeds to the prepayment of the outstanding balance of this Note from time to time prior to the Maturity Date (a “ Note Prepayment ”) as provided in this Section 3. A portion of each Note Prepayment shall be applied to payment of accrued and unpaid interest, with such portion determined as follows:

LOGO

where

X = the portion of such Note Prepayment to be applied to payment of accrued and unpaid interest on this Note

Int = accrued and unpaid interest on this Note immediately prior to such Note Prepayment

P = the principal balance of this Note immediately prior to such Note Prepayment.

The portion of each Note Prepayment in excess of the amount of such Note Prepayment applied to accrued and unpaid interest shall be applied to reduce the principal balance of this Note.

(b) To effect a Note Prepayment, the Company shall (i) give notice (a “ Note Prepayment Notice ”) to each holder of the Notes (each a “ Noteholder ” and collectively the “Noteholders”) of the aggregate amount of the Note Prepayment (the “ Aggregate Prepayment Amount ”) and the portion of the Aggregate Prepayment Amount payable to such Noteholder (the “ Prepayment Amount ”), which shall be pro rata for all Noteholders based on the principal amount of Notes held by each Noteholder and (ii) pay the applicable Prepayment Amount to each Noteholder.

(c) Subject to other provisions of this Note, the Company shall deliver a Note Prepayment Notice with respect to the 2010 Federal Tax Overpayment not later than fifteen (15) days after the later of (i) the date the Company files its 2010 U.S. federal income tax return (ii) or the date such overpayment is received as a refund or otherwise applied to reduce the Company’s U.S. federal income tax liability.

(d) Notwithstanding anything to the contrary contained herein, if a Negative Intercompany Balance exists as of the date of any proposed Note Prepayment, the Company shall apply any Available Cash Proceeds to reduce such Negative Intercompany Balance to zero prior to making any such Note Prepayment, and the amount so applied shall, for the avoidance of doubt, no longer constitute Available Cash Proceeds hereunder.

(e) The amount of Available Cash Proceeds and the existence and amount of any Negative Intercompany Balance shall be mutually and reasonably determined by the Company and the Majority Noteholders at least once each calendar quarter. In connection therewith, at least once during each calendar quarter, the Company will deliver a written statement (a “ Cash Flow Statement ”) to the Noteholders of the amount of Available Cash Proceeds and as to the existence and amount of any Negative Intercompany Balance, together with reasonably detailed documentation supporting its calculation thereof. The Company shall provide each of the Noteholders with such documentation and information as it may reasonably request from time to time in order to determine and evaluate the calculations and amounts set forth in any Cash Flow Statement. In the event that the Company and the Majority Noteholders are unable to agree upon the calculations and amounts set forth in any Cash Flow Statement within ten (10) business days following the Company’s delivery thereof to the Noteholders, the determination of such amounts shall be made by a Qualified Appraiser, whose fees will be borne by the Company. The Company shall apply the Available Cash Proceeds to the repayment of any Negative Intercompany Balance, and shall make a Note Prepayment in the full amount of any remaining Available Cash Proceeds, each as finally determined pursuant to this Section 3(d), in each case no later than two (2) business days following the date of such final determination.

4. Conversion .

(a) If and to the extent any balance of the Notes remain outstanding on the Maturity Date, any such outstanding balance (other than any payment the amount of which is under dispute pursuant to Section 3(d), with any amount remaining unpaid after such determination converting effective as of the Maturity Date) shall automatically be converted (on a pro rata basis) into a number of shares

of Series A Convertible Preferred Stock (a “ Note Conversion ”) such that the holders of Series A Convertible Preferred Stock and the Noteholders would collectively receive upon conversion thereof shares of Common Stock (disregarding shares of Common Stock issued with respect to Series A Unpaid Dividends, and exclusive of shares of Common Stock issuable pursuant to any stock option or other similar security or right) representing the Adjusted Percentage of all Common Stock that would be outstanding after such conversion had such conversion and the Tender Offer Transactions occurred on the Initial Note Issuance Date (and disregarding, for the avoidance of doubt, any repurchases, redemptions or issuances of Common Stock subsequent to the Initial Note Issuance Date other than as part of the Tender Offer Transactions). The “ Adjusted Percentage ” is the quotient obtained by dividing (i) the sum of (A) the Series A Initial Investment Amount, (B) the outstanding principal balance of this Note, plus the amount of any accrued and unpaid interest thereon through the date of such conversion (the “ Unpaid Balance ”) and (C) the amount of any Negative Intercompany Balance as of such date by (ii) the Final Equity Value (as defined in the Stock Purchase Agreement).

Promptly following the Maturity Date, the Company shall effect the Note Conversion by delivering to the holder of this Note, at the address last shown on the records of the Company for the Holder, (x) written notice of the Note Conversion and (y) certificates evidencing the shares of Series A Convertible Preferred Stock receivable by the Holder in connection with the Note Conversion. Upon such notice and delivery, this Note shall no longer be outstanding, although the applicable provisions hereof, including, without limitation, Section 5, shall remain effective. The “Conversion Rate” and other conversion rights applicable to the shares of Series A Convertible Preferred Stock issued upon conversion of the Note shall be the same as the previously issued shares of Series A Convertible Preferred Stock and reflect all adjustments previously made under Section B(4), B(5) or B(6) of Article IV of the Articles of Incorporation.

(b) The Company shall notify each of the Noteholders in writing at least 15 days prior to making any distribution of the proceeds of any Liquidation or Company Sale; such notice shall include the estimated amount to be distributed to the holders of each class and series of the Company’s capital stock and the calculation thereof in reasonable detail. At any time following its receipt of such notice, and prior to the date of such proposed distribution, the Holder may elect that a Note Conversion occur with respect to this Note effective as of immediately prior to such distribution by delivering a written notice to such effect to the Company.

(c) The Company shall at all times reserve and keep available out of its authorized but unissued shares of Series A Convertible Preferred Stock, solely for the purpose of issuance upon a Note Conversion, such number of shares of Series A Convertible Preferred Stock issuable upon the conversion of the Unpaid Balance from time to time. All shares of Series A Convertible Preferred Stock which are so

issuable shall, when issued, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges (other than those incurred by Holder). The Company shall take all such actions as may be necessary to assure that all such shares of Series A Convertible Preferred Stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of Series A Convertible Preferred Stock may be listed.

(d) The Company shall not close its books against the transfer of Series A Convertible Preferred Stock issued or issuable upon conversion of this Note in any manner which interferes with the timely conversion of this Note. The Company shall assist and cooperate with any Noteholder required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Note (including, without limitation, making any filings required to be made by the Company).

5. Events of Default .

(a) The entire unpaid principal amount of this Note, together with all accrued interest thereon, shall, at the option of the Holder exercised by written notice to the Company, or automatically and without any such notice in the case of (i)(B) or (i)(C) below forthwith become and be due and payable if any one or more of the following events of default (each, an “ Event of Default ”) shall have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(i) if:

(A) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (I) liquidation, reorganization or other relief in respect of the Company or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (II) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or for the whole or a substantial part of its assets, and such proceeding shall not have been dismissed and such petition shall not have been denied within 60 days of the commencement or filing thereof,

(B) the Company shall (I) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency,

receivership or similar law now or hereafter in effect, (II) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (I) above, (III) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or for the whole or a substantial part of its assets, (IV) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (V) make a general assignment for the benefit of creditors or (VI) take any action for the purpose of effecting any of the foregoing; or

(C) any court of competent jurisdiction shall assume custody or control of the Company or of the whole or any substantial part of its assets and such custody or control shall not be terminated or stayed within 60 days from the date of assumption of such custody or control;

(iv) if a court of competent jurisdiction shall enter an order, judgment or decree appointing a receiver of the Company or of the whole or any substantial part of its assets, or approving a petition filed against it seeking reorganization or arrangement of the Company under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof, without consent as contemplated by (B)(II) above;

(b) If the Company fails to make Note Prepayments from available sources, the Holder shall be entitled to recover such amounts by action of law, to seek specific performance with respect to such payments or conversion of the Note on the Maturity Date pursuant to Section 4, and to pursue any other remedy available to it in law or equity for the Note Prepayment.

(c) In case any one or more of the Events of Default specified in Section 5(a) above shall have occurred and be continuing, all amounts under this Note shall become immediately due and payable and the Holder may proceed to protect and enforce its rights either by suit in equity and/or by action at law, whether for the specific performance of any covenant or agreement contained in this Note or in aid of the exercise of any power granted in this Note, or the holder of this Note may proceed to enforce the payment of all sums due upon this Note or to enforce any other legal or equitable right of the holder of this Note. No remedy herein conferred upon the holder hereof is intended to be exclusive of any other remedy and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.

6. Restricted Payments . At any time that there are any Available Net Cash Proceeds required to be applied to Note Prepayments that have not been so applied,

the Company shall not declare, make or pay any dividends (in cash, property or obligations) on, or other payments or distributions on account of, or the setting apart of money for a sinking or other analogous fund for, or the purchase, redemption, retirement or other acquisition of, any shares of any class of capital stock of the Company.

7. Assignment . The Holder shall not assign, transfer, pledge or grant a security interest in its rights in whole or in part under this Note to any person without the prior written consent of the Company, except to Affiliates controlled, directly or indirectly, by Onex Corporation (“ Permitted Transferees ”); provided that the applicable Permitted Transferee(s) shall have submitted to the Company such evidence as the Company may reasonably request to demonstrate that such transferee is an Affiliate controlled, directly or indirectly, by Onex Corporation and the applicable Permitted Transferee(s) shall have executed and delivered to the Company an Adoption Agreement in the form attached to the Shareholders Agreement. In order to facilitate such an assignment of this Note that is permitted by this Section 7, the Holder may request that the Note be reissued in different denominations to its Permitted Transferee(s) and in connection with any such request, shall surrender this Note to the Company for reissuance or cancellation, as applicable. The Company shall, at its expense, promptly execute and deliver one or more new Notes of like tenor payable to the order of the Permitted Transferee(s). This Note may not be assigned by the Company without the prior written consent of the Holder. No assignment or transfer of all or any portion of this Note shall be effective until recorded on the books and records of the Company, and the Company shall maintain a register of the holders of the Note and shall duly record any transfer or assignment permitted hereunder.

8. Set-off . All amounts payable under this Note shall be paid free and clear of, and without reduction by reason of, any deduction, set-off or counterclaim.

9. Governing Law; Jurisdiction . This Note shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to the choice of law provisions thereof. The Company and the Holder each irrevocably submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware and the United States District Court for the District of Delaware in connection with any action, suit or proceeding arising out of or relating to this Agreement, each hereby waiving any claim or defense that such forum is not convenient or proper. If for any reason the Chancery Court is deemed to be an inappropriate venue for any such action, suit or proceeding, the Company and the Holder each also submit to the exclusive jurisdiction of the courts of the State for Delaware. The Company and the Holder hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Note or the transactions contemplated hereby in the courts of the State of Delaware (including the Chancery Court) and the United States District Court from the District of Delaware, and

hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

10. Amendments and Waivers . Any term of this Note may be amended or waived only upon the prior written consent of the Company and the Holder. The failure to insist upon strict adherence to any term of this Note on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No purported waiver shall be effective unless in writing. The waiver of a breach of any provision of this Note shall not operate or be construed as a waiver of any subsequent or other breach. The Company hereby waives presentment, demand for performance, notice of non-performance, protest, notice of protest and notice of dishonor.

11. Notices . All notices, consents and other communications required or permitted to be given under or by reason of this Note shall be in writing, shall be delivered personally or by e-mail or telecopy as described below or by reputable overnight courier, and shall be deemed given on the date on which such delivery is made. If delivered by e-mail or telecopy, such notices or communications shall be confirmed by a registered or certified letter (return receipt requested), postage prepaid. Such notices, consents and other communications will be sent to the addresses specified for notices in the Stock Purchase Agreement or to such other address as the recipient has specified by prior notice.

11. Shareholder Status . The Holder will not have rights as a shareholder of the Company with respect to the unconverted portions of this Note. However, the Holder will have the rights of a shareholder of the Company with respect to the shares of Series A Convertible Preferred Stock to be received upon the occurrence of an automatic Notes Conversion at such time as when the Company becomes obligated to issue such shares.

[ The remainder of this page is intentionally left blank ]

IN WITNESS WHEREOF, the Company has caused this Note to be executed by its duly authorized officer on the day and year first above written.


JELD-WEN HOLDING, INC.

By:
Name:
Title:


Agreed :
[ONEX HOLDER]



By:
		Name:
		Title:

EXHIBIT G

FORM OF OPINION OF STOEL RIVES LLP

[ see attached ]

Exhibit G

FORM OF OPINION OF STOEL RIVES LLP

Unless otherwise indicated, capitalized terms have the meaning set forth in the Stock Purchase Agreement.

[ Based upon the foregoing, we are of the opinion that: ]

1.	The Company is a corporation duly incorporated and validly existing under the laws of the state of Oregon and has the requisite corporate power and authority to own and hold its properties and to carry on its business as currently conducted.

2.	JELD-WEN, inc. is a corporation duly incorporated and validly existing under the laws of the state of Oregon and has the requisite corporate power and authority to own and hold its properties and to carry on its business as currently conducted.

The Company has the requisite corporate power and corporate authority to execute and deliver each of the Company Transaction Documents and to perform each of its obligations thereunder, including the sale, issuance and delivery of the Shares and the Bridge Notes at Closing (collectively, the “Closing Securities”), the issuance and delivery of shares of Common Stock upon the conversion of the Series A Preferred Stock (the “Series A Conversion Shares”), the issuance and delivery of shares of Series A Preferred Stock upon the conversion of the Bridge Notes (the “Bridge Conversion Shares”, and collectively with the Series A Conversion Shares, the “Conversion Shares”), and the issuance and delivery of any shares of Common Stock, Series A Preferred Stock and/or Series B Preferred Stock that become issuable pursuant to any Company Transaction Document (collectively, the “Post- Closing Shares”). ¹

The Amended and Restated Articles and the Amended Bylaws (“Organizational Documents”), and the Company Transaction Documents, have been duly adopted by all necessary corporate action on the part of the Company (including, as applicable, approval by its shareholders). The Amended and Restated Articles have been duly filed with the Secretary of State of the State of Oregon and have become effective in accordance with the Oregon Business Corporation Act.

The execution, delivery and performance of the Company Transaction Documents, including the filing of the Amended and Restated Articles with the Secretary State of the State of Oregon and the issuance of the Closing Securities, the Conversion Shares and Post-Closing Shares, do not violate or conflict with any Law applicable to the Company or any of its Subsidiaries. ²

6.	The authorized capital stock of the Corporation consists entirely of (i) 22,000,000 shares Common Stock and (ii) 8,000,000 shares of preferred stock, of which 7,999,999 shares will

¹	No opinion as to sufficient authorized shares to satisfy indemnification obligations.

²	Federal laws and laws of the state of Oregon. No opinion as to violation of competition or other laws resulting from increased Onex stock acquisition or increased right to board representation.

be designated “Series A Convertible Preferred Stock” and one (1) share will be designated “Series B Preferred Stock.” The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class or series of authorized capital stock of the Company are as set forth in the Amended and Restated Articles, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable in accordance with applicable Law, and provide to the holders thereof the powers, preferences and rights purported to be provided by their terms. No Investor shall have any personal liability solely by reason of being a shareholder of the Corporation.

Each of the Company Transaction Documents (other than the Organizational Documents) have been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery by all parties thereto other than the Company, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy law and to general equitable principles. ³

The Closing Securities have been duly authorized. The Series A Conversion Shares have been duly authorized and reserved for issuance upon conversion of the Series A Preferred Stock and the Bridge Conversion Shares have been duly authorized and reserved for issuance upon conversion of the Bridge Notes. The Post-Closing Shares have been duly authorized and reserved for issuance at such time when such shares may become issuable pursuant to the Transaction Documents. The Closing Securities, when issued, sold and delivered against payment therefor in accordance with the provisions of the Stock Purchase Agreement, the Series A Conversion Shares, when issued upon conversion of the Series A Preferred Stock, the Bridge Conversion Shares, when issued upon conversion of the Bridge Notes and the Post-Closing Shares, when issued as provided in the Transaction Documents, will be duly and validly issued, fully paid and non-assessable. ⁴ There is no preemptive right, right of first refusal or other similar right to subscribe for or purchase securities of the Company arising under applicable Law or the Amended and Restated Articles with respect to the issuance of the Closing Securities, the Conversion Shares or the Post-Closing Shares.

Assuming the accuracy of the representations of the Investors set forth in Article VI of the Stock Purchase Agreement, the offer and sale of the Closing Securities at Closing pursuant to the terms of the Stock Purchase Agreement do not require registration under the Securities Act of 1933, as amended.

³	No opinion as to limitations to enforceability under competition or other laws resulting from increased Onex stock acquisition or increased right to board representation. Assumes laws of other states is the same as Oregon for purposes of enforceability.

⁴	No opinion as to indemnity shares in excess of authorized capital or shares in excess of authorized and unissued shares.

EXHIBIT H

LIST OF NON-CORE ASSETS

[ see attached ]

Exhibit H

JELD-WEN, inc.

Non-Core Asset List


US PROPERTIES
Asset		Property Address
Timber and Ranches		The following are all located in Klamath County, OR:

		• Chiloquin – approx. 258 acres of timberland in Chiloquin

		• Squaw Flat - approx. 18,691 acres of timberland in Klamath Falls

		• Swan Lake - approx. 20,585 acres of timberland in Klamath Falls

		• West Klamath - approx. 5,654 acres of timberland in Klamath Falls

		Sprague River – approx. 309 acres of timberland in Sprague River

		Williams Parcel – approx. 61 acres of timberland (also includes the old house in Klamath Falls identified below as the Rock Creek Ranch House)

		Running Y – approx. 922 acres of ranch in Klamath Falls . This was transferred on May 17, 2011 except for a small portion in Section 27 that will be conveyed to the buyer of the Running Y Resort separately (anticipated to be within 90 days), pursuant to the November 2010 purchase agreement with the buyer.

		Chapman -Sullivan Ranch – approx. 4,556 acres of ranch at 13100 and 13900 Egert Rd., in Dairy (Chapman) and at 11377 Bliss Rd., in Bonanza (Sullivan)

		Whiteline Ranch – approx. 986 acres of ranch at 13110 Swan Lake Rd in Klamath Falls

		Running Y Ranch – approx. 5,000 acres of ranch, with houses at the following addresses: 10500, 10770 and 13542 Hwy 140 W., Klamath Falls, OR 97601. This was sold on May 17, 2011.

Running Y Ranch		This was sold on May 17, 2011.

Everett, WA		300 W. Marine View Drive, Everett, WA

Ashland, OR		Bare land from Klamath Brick and Tile acquisition, in Ashland, OR

H - 2


US PROPERTIES
Asset		Property Address
Yakima, WA		1015 E. Lincoln Ave., Yakima, WA
		1123 N. 6 ^th Ave., Yakima, WA

Hartselle, AL		1101 Young Drive, Hartselle, AL. This was sold on May 24, 2011.

Susanville, CA		702-040 Old Johnstonville Road, Susanville, CA

Brownsville, OR		34363 Lake Creek Drive, Brownsville, CA

Bend, OR		Portion of the property at the Bend Millwork Complex at 62845 Boyd Acres Rd., Bend, OR. The non-core parcels are tax parcel numbers 17 12 28-B0-00100, 17 12 21-DC-00500 and 17 12 21-C0- 02400, which comprise 11.86 acres of land that are listed for sale and located at the NEC Boyd Acres/Ross Rd across Boyd Acres Road from the plant.

Jackson, MS		240 Northwest Industrial Parkway, Jackson, MS. This was sold on May 23, 2011.

Corsicana, TX		4000 East Highway #31, Corsicana, TX. This was sold on May 12, 2011.

Oshkosh, WI		523 Oregon Street, Oshkosh, WI

Lake Charles, LA		202 N Ryan Street, Lake Charles, LA

Sunbury, PA		215 Packer Street, Sunbury, PA

Rock Creek Ranch House (a/k/a Williams Parcel)		21033 Hwy 140 W., Klamath Falls, OR (this is part of the Williams parcel described above in the timberlands category).

Uhrman Rd (Klamath Falls)		00 Urhman Road, Klamath Falls, OR. This was sold on May 17, 2011.

Yonna Woods		2800, 2900, 3000 and 3100 Goldfinch Drive, Bonanza, OR

H - 3


US PROPERTIES
Asset		Property Address
White Swan, Washington-rental properties		The non-core parcels are all residential properties in White Swan, WA that are not core to JELD-WEN’s operation, and consist of the following tax parcel numbers:

		• #171006-32002 (990 White Swan Road)

		• #171006-32004 (no address, but Assessor’s office lists as on Wesley Rd.)

		• #171006-33001 (160 Hitchcock Lane)

		• #171006-33002 (61 Hitchcock Lane)

		• #171006-33003 (41 Hitchcock Lane)

		• #171006-33004 (11 Hitchcock Lane)

		3571 Wesley Rd, White Swan, WA

		3820 Wesley Road (Braden Farm), White Swan, WA

Ocoee, FL		450 Maguire Road Extension, Ocoee, FL

NON-US PROPERTIES
Asset		Property Address
Reynosa, Mexico		Parque Industrial El Puente, Reynosa, Mexico

Doncaster, UK		169 Watch House Lane, S Yorkshire, SY, DN5 9LR, UK

Mulhouse, France		Mulhouse, France

Lowestoft, UK		Waveney Drive, Lowestoft, Suffolk, UK

H - 4


SUBSIDIARIES AND OTHER INVESTMENTS ¹
Asset		Property Address
AmeriTitle, Inc.		Wholly owned Subsidiary

JELD-WEN 1031, Inc.		Wholly owned Subsidiary — related to the AmeriTitle business, but not a subsidiary of AmeriTitle

Escrow Data Processing, Inc.		Wholly owned Subsidiary — related to the AmeriTitle business, but not a subsidiary of AmeriTitle

Silver Mountain Corp.		Wholly owned Subsidiary

Galena Ridge, LLC		Indirect subsidiary via Silver Mountain Corp.

Silver Mountain Club Corporation		Indirect subsidiary via Silver Mountain Corp.

Silver Mountain Management Corporation		Indirect subsidiary via Silver Mountain Corp.

Pelican Butte Corporation		Indirect subsidiary via Silver Mountain Corp.

Kellogg Properties LLC		Indirect subsidiary via Silver Mountain Corp.

550 Kellogg LLC		Indirect subsidiary via Silver Mountain Corp.

Windmill Inns of America, Inc.		90.278% equity interest

Chileno Bay Development Partners LLC		0.04127% equity interest; debt interests including$21,989,039 in aggregate face value of notes

West One Auto Group, Inc.		50% equity interest

Sandpiper Restaurants of Arizona LP		6.52% equity interest

¹	The Non Core Asset includes all direct and indirect subsidiaries of the listed entity and all other assets owned or leased by the listed entity and its direct and indirect subsidiaries.

H - 5


OTHER ASSETS
Asset		Property Address
2010 Tax Refund		U.S. Federal Tax Refund for 2010 tax year.

JELD-WEN v. PacifiCorp		Case # 0705144; (Klamath County Oregon Circuit Court). Including a related arbitration proceeding.

JELD-WEN, inc. v. AGC America, Inc. et al.,		Case No. 3:11-CV-385-BR (U.S. District Court for District of Oregon)

JELD-WEN, inc. v. PRC DeSotot		Case # 34-2010-00079375; (Sacramento County, California Superior Court)

JELD-WEN, inc. v. Nebula Glass d/b/a Glasslam		Case No. 09-035589(09) (Broward County, Florida Circuit Court)

Any recovery relating to former and present non-core assets		Unknown future claims

Any recovery relating to core assets where such claim is against a JELD-WEN supplier for product already sold		Unknown future claims

H - 6

EXHIBIT I

FORM OF SECOND AMENDED AND RESTATED

ARTICLES OF INCORPORATION

[ see attached ]

Exhibit I

EXHIBIT I

SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION

JELD-WEN HOLDING, INC.

These Second Amended and Restated Articles of Incorporation supersede the existing Articles of Incorporation and all previous amendments and restatements.

ARTICLE I.

NAME

The name of the Corporation is “JELD-WEN Holding, inc.” (the “ Corporation ”).

ARTICLE II.

AUTHORIZED CAPITAL STOCK

ARTICLE III.

RIGHTS, POWERS, PRIVILEGES AND RESTRICTIONS PERTAINING TO COMMON STOCK

The rights, powers, privileges and restrictions granted to and imposed on the Common Stock are as follows:

ARTICLE IV.

RIGHTS, POWERS, PRIVILEGES AND RESTRICTIONS PERTAINING TO PREFERRED STOCK

The rights, powers, privileges and restrictions granted to and imposed on the Preferred Stock are as follows:

A. Series A Convertible Preferred Stock .

annual meetings of Shareholders and to cast a number of votes equal to the number of shares of Common Stock into which such holder’s shares of the Series A Convertible Preferred Stock could be converted (as more fully described in Section C below) on the record date for the vote or consent of Shareholders upon any matter or thing properly considered and acted upon by the Shareholders. The holders of shares of the Series A Convertible Preferred Stock shall vote with holders of the Common Stock as a single class upon all matters submitted to a vote of Shareholders, other than the election and removal of directors, subject to any class or series shareholder voting requirement under applicable law. The holders of the Series A Convertible Preferred Stock shall vote with holders of the Common Stock on a plan of merger and are not entitled to vote separately on a plan of merger. The holders of Series A Convertible Preferred Stock, voting as a separate class, shall have the exclusive power to elect and remove Series A Preferred Directors.

(2) Dividends .

of Series A Convertible Preferred Stock shall be entitled to receive a pro rata share, based on the number of shares of Common Stock into which such holders’ shares of the Series A Convertible Preferred Stock could be converted (as more fully described in Section B below), of any distribution made by the Corporation to the holders of Common Stock (other than a distribution made to the holders of Common Stock pursuant to Section C, or distributions consisting solely of Distributable Non-Core Assets/Proceeds and made after the Note Conversion Date); no such dividend shall reduce the amount of Unpaid Dividends.

(c) Notwithstanding clause (i) of the first sentence of Section (2)(b) and the existence of Series A Unpaid Dividends that may not be declared and paid pursuant to the last sentence of Section 2(a), the Corporation may declare and pay dividends on the Common Stock if (i) the Corporation gives notice to the holders of the Series A Convertible Preferred Stock describing the proposed dividend and offering to declare and pay such Series A Unpaid Dividends if the Articles of Incorporation are amended to permit such declaration and payment, (ii) such notice includes a notice of a special meeting of shareholders to be held within 20 days at which an amendment with the sole effect of permitting such declaration and payment will be submitted for approval, and (iii) such proposed amendment is not approved by the requisite vote of the holders of Series A Convertible Preferred Stock. Nothing in this subsection (c) shall excuse compliance with clause (ii) of the first sentence of Section 2(b).

B. Conversion of the Series A Convertible Preferred Stock . The holders of Series A Convertible Preferred Stock have the following conversion rights:

(a) the Public Offering is effected on a firm commitment underwritten basis through a major underwriting firm of national reputation;

Preferred Stock issued upon conversion of the Bridge Notes (including pursuant to Section 5 thereof), discounted at 25% per annum on the basis of annual compounding, would equal the amount of principal and interest on the Bridge Notes converted into shares of Series A Convertible Preferred Stock;

(c) the Common Stock offered pursuant to the Public Offering is listed on the New York Stock Exchange or the NASDAQ Global Select Market; and

(d) immediately after the closing of the Public Offering, the Common Stock has a public float of at least $300,000,000;

(3) Mechanics of Optional Conversion . Before any holder of shares of the Series A Convertible Preferred Stock shall be entitled to convert the same into full shares of Common Stock pursuant to Section B(1), such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or any transfer agent for such Series A Convertible Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects to convert the same and shall state therein such holder’s name or the name or names of such holder’s nominees in which such holder wishes the certificate or certificates to be registered for the number of full shares of Common Stock to which such holder shall be entitled as aforesaid. Except as set forth herein, conversion pursuant to Section B(1) shall be deemed to have occurred immediately prior to the close of business on the date of such surrender of the shares of the Series A Convertible Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series A Convertible Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock upon conversion of the Series A Convertible Preferred Stock shall not be deemed to have converted such Series A Convertible Preferred Stock until immediately prior to the closing of such sale of securities.

(4) Adjustment for Stock Splits and Combinations . If the Corporation shall at any time or from time to time after the Series A Initial Issuance Date effect a subdivision of the outstanding Common Stock (including, but not limited to, by way of stock dividend, reclassification or stock split), the Conversion Rate then in effect immediately before the subdivision shall be proportionately increased and, conversely, if the Corporation shall at any time or from time to time after the Series A Initial Issuance Date combine, in any manner, including by reclassification, the outstanding shares of Common Stock, the Conversion Rate then in effect immediately before the combination shall be proportionately decreased so that, in either case, the holder of each share of the Series A Convertible Preferred Stock shall have the right thereafter to convert such share into the number of shares of Common Stock receivable upon such subdivision or combination by holders of the number of shares of Common Stock into which such share of the Series A Convertible Preferred Stock might have been converted

immediately prior to such subdivision or combination, all subject to further adjustments as provided herein. Any adjustment under this subsection (4) shall become effective at the close of business on the date the subdivision or combination becomes effective.

(5) Adjustment for Reclassification, Exchange, or Substitution . If the Common Stock issuable upon the conversion of the Series A Convertible Preferred Stock at any time or from time to time after the Series A Initial Issuance Date shall be changed into the same or different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for in Section B(3) above or a reorganization, merger, consolidation or sale of assets provided for in Section B(6) below), then, and in each such event, provision shall be made (by adjustment to the Conversion Rate or otherwise) so that the holder of each share of the Series A Convertible Preferred Stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities receivable upon such reorganization, reclassification or other change by holders of the number of shares of Common Stock into which such shares of the Series A Convertible Preferred Stock might have been converted immediately prior to such reorganization, reclassification or change, all subject to further adjustments as provided herein.

Series A Convertible Preferred Stock from time to time outstanding. The Corporation shall from time to time, in accordance with the laws of the State of Oregon, use its best efforts to increase the authorized amount of its Common Stock if at any time the authorized number of shares of Common Stock remaining unissued shall not be sufficient to permit the conversion of all of the shares of the Series A Convertible Preferred Stock at the time outstanding.

(9) Payment of Taxes . The Corporation shall pay any and all issuance and other stock transfer taxes that may be payable in respect of any issuance or delivery of Common Stock upon conversion of the Series A Convertible Preferred Stock pursuant hereto. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of Common Stock in a name other than that in which Series A Convertible Preferred Stock so converted was registered, and no such issuance or delivery shall be made unless and until the person requesting such issuance has paid to the Corporation the amount of any such tax.

(10) Converted Shares . Shares of Series A Convertible Preferred Stock that have been converted shall be cancelled and shall not be reissued.

C. Liquidation or Sale Preference .

In the event of Liquidation of the Corporation, or a sale of the Corporation by way of a merger, the sale of all or substantially all of the Corporation’s assets, or the sale of all of the Corporation’s outstanding Common Stock and Preferred Stock (a “ Company Sale ”), the proceeds of such Liquidation or Company Sale shall be distributed as follows: (i) first, to the holder of the share of Series B Preferred Stock, $1,000; (ii) second, to the holders of Series A Convertible Preferred Stock, an amount equal to the Equity Constant per share of Series A Convertible Preferred Stock (the “ Series A Initial Liquidation Value ”) (as adjusted to reflect any subdivision or combination of shares to which the Series A Convertible Preferred Stock has been subject) plus an amount equal to the Series A Unpaid Dividends; (iii) third, to holders of Common Stock, an amount equal to the Equity Constant per share of Common Stock (as adjusted to reflect any subdivision or combination of shares to which the Common Stock has been subject) (the “ Common Stock Liquidation Value ”); and (iv) fourth, any remaining proceeds from the Liquidation or Company Sale shall be distributed to the holders of Common Stock and Series A Convertible Preferred Stock on a pro rata basis (based on the number of shares of Common Stock into which the shares of Series A Convertible Preferred Stock could be

converted as of such date (as more fully described in Section B above)). The conversion of the Bridge Notes upon a Liquidation or Company Sale shall be deemed to have occurred immediately prior to (and shall be taken into account for purposes of) the distribution provided by this Section. If no shares of Series A Convertible Preferred Stock are outstanding, the proceeds of a Company Sale shall be distributed pro rata to the holders of Common Stock.

D. Company Redemption of Series A Convertible Preferred Stock .

(1) At any time after (a) the sixth (6 ^th ) anniversary of the Series A Initial Issuance Date, in the event that (i) the Corporation has effected a Qualified Public Offering by no later than the fifth (5 ^th ) anniversary of the Series A Initial Issuance Date and (ii) the Common Stock is actively traded on an Approved Securities Exchange, with a public float of no less than $300,000,000, or (b) in the event that clause (a) of this Section D(1) is not applicable, at any time after the eighth (8 ^th ) anniversary of the Series A Initial Issuance Date, the Corporation may, by written notice (a “ Company Redemption Notice ”) to the holders of the Series A Convertible Preferred Stock, elect to redeem (a “ Company Redemption ”) all (but not less than all) outstanding shares of the Series A Convertible Preferred Stock at a redemption price (the “ Company Redemption Price ”) equal to the amount necessary so that (x) the present value, as of the Series A Initial Issuance Date, of all cash dividends and cash redemption payments with respect to shares of Series A Convertible Preferred Stock issued on the Series A Initial Issuance Date, discounted at 25% per annum on the basis of annual compounding, equals the Series A Initial Investment Amount and (y) the present value, as of the Note Conversion Date, of all cash dividends and cash redemption payments with respect to shares of Series A Convertible Preferred Stock issued upon conversion of the Bridge Notes, discounted at 25% per annum on the basis of annual compounding, equals the amount of principal and interest on the Bridge Notes converted into shares of Series A Convertible Preferred Stock; provided , however , that prior to exercising its right to a Company Redemption pursuant to this Section D, the Corporation shall provide evidence reasonably satisfactory to the holders of Series A Convertible Preferred Stock that such Company Redemption does not violate applicable law or violate, contravene or cause a default under any agreements or obligations related to indebtedness of the Corporation and will not result in the Company becoming insolvent; and provided , further , that (i) after giving effect to the Company Redemption the ratio of pro-forma Consolidated Indebtedness to TTM EBITDA will not exceed 4.75, and (ii) for a period of two (2) years after the consummation of the Company Redemption, the Company may not declare or pay cash dividends or distributions with respect to equity interests to, or purchase equity interests from, its equity holders except to the extent required by applicable law in connection with the ESOP and as required pursuant to written agreements or as provided in the Corporation’s written policies and procedures relating to stock repurchases, in each case as in effect as of immediately prior to the Company Redemption.

(2) The Company Redemption Notice shall be delivered to each holder of record of Series A Convertible Preferred Stock, at the address last shown on the records of the Corporation for such holder, and shall notify such holder of the redemption to be effected, and shall specify the applicable redemption price, the number of shares to be redeemed from such holder, the date upon which the Company Redemption shall be effective (which in no event shall be earlier than ninety (90) days following delivery of the Company Redemption Notice) (the “ Company Redemption Date ”) and shall call upon such holder to surrender to the Corporation, in the manner and at the place designated, the holder’s certificate or certificates representing the shares to be redeemed.

(4) At any time prior to the Company Redemption Date (including, for the avoidance of doubt, following receipt of a Company Redemption Notice), any holder of Series A Convertible Preferred Stock may exercise its right to convert any or all of such holder’s shares of Series A Convertible Preferred Stock in accordance with Section B, and the remaining shares of Series A Convertible Preferred Stock will be redeemed at the same purchase price per share as if such conversion had not occurred.

E. Series B Preferred Stock .

F. Vote on Company Sale . In the event of a Company Sale contemplated by Section 1 of the Onex Shareholders Agreement that is to be effected as a merger, share exchange or sale of assets, the only shareholder approval required shall be the affirmative vote of a majority of the outstanding Series A Convertible Preferred Stock and Common Stock, voting as a single class; with respect to any such matter, the holders of Common Stock shall be entitled to one vote per share and the holders of Series A Convertible Preferred Stock shall be entitled to a number of votes per share equal to the quotient obtained by dividing the product of two and the number of outstanding shares of Common Stock by the number of outstanding shares of Series A Convertible Preferred Stock.

ARTICLE V.

RIGHTS, POWERS, PRIVILEGES AND RESTRICTIONS PERTAINING TO ALL CAPITAL STOCK

The rights, powers, privileges and restrictions granted to and imposed on the Common Stock and Preferred Stock are as follows:

A. Preemptive Rights .

(2) Each holder of Common Stock or Series A Convertible Preferred Stock shall have a period of ten (10) days (the “ Participation Period ”) after the receipt of the Participation Notice within which to notify the Corporation in writing (the “ Participation Exercise Notice ”) that such holder wishes to acquire a specified amount of the Participation Securities, up to its Pro Rata Portion (as defined below) (each such electing shareholder, a “ Participating Shareholder ”). Such Participation Exercise Notice shall constitute an irrevocable commitment by such holder to purchase such number of Participation Securities set forth therein on the terms and subject to the conditions set forth in this Section A. “ Pro Rata Portion ” means, with respect to any Participating Shareholder, a number of Participation Securities, expressed as a percentage, equal to the maximum number of Participation Securities proposed to be issued or sold by the Corporation multiplied by the Percentage Ownership of such Participating Shareholder.

(4) The purchase of, or subscription for, Participation Securities by the Participating Shareholders shall be at the same price (or, if applicable, the estimated price) and on the same terms and conditions, including the date of sale or issuance, as are applicable to the proposed issuance or sale by the Corporation of the Participation Securities to other Persons. The closing of the purchase of Participation Securities shall take place at the principal offices of the Corporation, or at the same place as the closing of the proposed issuance or sale by the Corporation of the Participation Securities to other Persons if not at the principal offices of the Corporation. At the closing, the purchase price for the Participation Securities shall be paid by the purchaser(s) to the Corporation against delivery by the Corporation to the purchaser(s) of the certificates evidencing the Participation Securities to be issued, free and clear of all liens, encumbrances, security interests, adverse claims or other restrictions (other than those created by these Articles of Incorporation), and each Participating Shareholder exercising its preemptive rights pursuant to this Section A shall execute and deliver such documents as shall be reasonably requested by the Corporation.

(iv) securities issued to the public in connection with a Qualified Public Offering by the Corporation or in connection with the issuance or exercise of warrants or shares granted to underwriters in connection with a Public Offering, (v) securities issued to independent third parties in connection with corporate or strategic partnerships, joint ventures or alliances involving the Corporation and/or its subsidiaries, (vi) securities issued to lenders who are independent third parties in loan transactions, (vii) securities issued to independent third parties in connection with acquisitions, (viii) securities issued to subsidiaries of the Corporation, (ix) securities issued pursuant to the Stock Purchase Agreement, or (x) shares of Series B Preferred Stock. The provisions of this Section A can be waived with the written consent of each of the holders of a majority of the outstanding shares of Common Stock and a majority of the outstanding shares of Series A Convertible Preferred Stock. For the avoidance of doubt, holders of Common Stock or Series A Convertible Preferred Stock issued pursuant to any of the issuances described in clauses (i) through (viii) of this Section A(6), when and if such shares are issued, shall be entitled to the preemptive rights provided by this Section A with respect to such shares of Common Stock and Series A Convertible Preferred Stock.

ARTICLE VI.

BOARD OF DIRECTORS

A. Powers of the Board of Directors . The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall be constituted as provided in these Articles of Incorporation, the By-Laws of the Corporation and the OBCA. The Board shall hold meetings on at least a quarterly basis.

B. Number, Election and Term of Office .

(1) Upon the Series A Initial Issuance Date, continuing until the issuance of the Series B Preferred Stock or as provided in Section B(4):

(b) at each annual meeting of the Shareholders or any special meeting at which one or more directors of the Corporation are to be elected (or by written consent of the Shareholders in lieu of any such meeting), (i) the holders of the Series A Convertible Preferred Stock shall have the right to nominate and elect the four (4) Series A Preferred Directors and (ii) the Common Directors serving as directors for the term immediately prior thereto (the “ Incumbent Common Directors ”) (which, for the avoidance of doubt, as of the Series A Initial Issuance Date shall refer to all directors then in office for the period immediately preceding the Series A Initial Issuance Date) shall have the right to nominate, and the holders of the Common Stock shall have the right to elect, the four (4) Common Directors.

(2) Upon the Series A Initial Issuance Date, the Board shall consist of:

(a) the following four directors who shall initially be deemed the Common Directors: Roderick Wendt, Robert Turner, Barry Homrighaus and Ron Saxton; and

(4) In the event of a Major Onex Ownership Decline, the number of Preferred Directors shall be reduced to one (1), who will be a Series A Preferred Director.

(7) The provisions of this Section B shall terminate at such time as there is no Series A Convertible Preferred Stock outstanding.

ARTICLE VII.

DIRECTORS AND OFFICERS

director of the Corporation to the Corporation or its shareholders for monetary damages shall be eliminated to the fullest extent permissible under applicable law in the event it is determined that Oregon law does not apply. The Corporation shall, to the fullest extent permitted by law, as now or hereafter in effect, indemnify its directors and officers against any liabilities, losses or related expenses which they may incur by reason of serving or having served as directors or officers of the Corporation, or serving or having served at the request of the Corporation as directors, officers, trustees, partners, employees or agents of any entity in which the Corporation has an interest. Such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such person’s heirs, executors and personal and legal representatives. The right to indemnification conferred by this Article VII shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition. Notwithstanding the foregoing, the Corporation shall not be obligated to indemnify any director or officer (or any of such person’s heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person (except for a proceeding to enforce rights to indemnification) unless such proceeding (or part thereof) was authorized or consented to by the Board.

ARTICLE VIII.

BY-LAWS

ARTICLE IX.

DISTRIBUTIONS

ARTICLE X.

ACTION WITHOUT A MEETING

Any action to be taken by the holders of the Series A Convertible Preferred Stock or Series B Preferred Stock, voting as a separate class, may be approved without a meeting if the action is taken by holders of Series A Convertible Preferred Stock or Series B Preferred Stock, as the case may be, having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all such shareholders entitled to vote on the action were present and voted.