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JELD-WEN Holding, Inc.

For the period ended Jun 28, 2025. Filed Aug 6, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 28, 2025 · Filed Aug 6, 2025

JELD$1.02+1.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-29; filed 2025-05-08.

0001674335-25-000100

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-28; filed 2025-08-06.

0001674335-25-000146

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 87 previous paragraphs and 111 current paragraphs.

45 unchanged; 37 reworded; 24 added; 5 removed; 0 previous and 5 current paragraphs rearranged.

Tables are not compared: 6 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (24)

Current report

On July 4, 2025, President Trump signed into law the OBBBA, which makes permanent key elements of the Tax Cuts and Jobs Act, including accelerated tax deductions for qualified property and research expenditures, modification of the business interest expense limitation, and changes to the international tax framework. We are currently assessing the impact of the legislation on our consolidated financial statements and our business.

Current report

SG&A– SG&A decreased $20.0 million, or 11.9%, to $148.5 million in the three months ended June 28, 2025, from $168.5 million in the three months ended June 29, 2024. SG&A as a percentage of net revenues increased to 18.0% in the three months ended June 28, 2025, from 17.1% in the three months ended June 29, 2024. The decrease in SG&A was primarily due to decreased professional fees, including non-recurring transformation journey expenses, and lower labor expenses driven by a reduction in headcount.

Current report

Gain on Sale of Discontinued Operations, net of tax– The $0.8 million gain on sale of discontinued operations, net of tax is related to the July 2, 2023, sale of JW Australia resulting from the release of the reserve associated with purchases under a supply agreement.

Current report

Comparison of the Six Months Ended June 28, 2025 to the Six Months Ended June 29, 2024

Current report

Net Revenues– Net revenues decreased $345.4 million, or 17.8%, to $1,599.7 million in the six months ended June 28, 2025, from $1,945.1 million in the six months ended June 29, 2024. The decrease in net revenues was primarily driven by a decrease in Core Revenues of 14% and a decrease in net revenues from the court-ordered divestiture of Towanda of 4%. The decline in Core Revenues was driven by a 15% decrease in volume/mix, partially offset by a 1% benefit from price realization.

Current report

Gross Margin– Gross margin decreased $107.1 million, or 29.5%, to $255.5 million in the six months ended June 28, 2025, from $362.6 million in the six months ended June 29, 2024. Gross margin as a percentage of net revenues was 16.0% in the six months ended June 28, 2025, compared to 18.6% in the six months ended June 29, 2024. The decrease in gross margin percentage was primarily due to the decremental impact of volume/mix and unfavorable productivity.

Current report

Gain on Sale of Discontinued Operations, net of tax– The $0.8 million gain on sale of discontinued operations, net of tax is related to the July 2, 2023, sale of JW Australia resulting from the release of the reserve associated with purchases under a supply agreement.

Current report

Net revenues in North America decreased $154.9 million, or 21.8%, to $555.7 million in the three months ended June 28, 2025, from $710.6 million in the three months ended June 29, 2024. The decrease was primarily due to a decrease in Core Revenues of 15% and a decrease in net revenues from the court-ordered divestiture of Towanda of 7%. The decrease in Core revenues was driven by a 16% decline in volume/mix due to weakened market demand, partially offset by a 1% benefit from price realization.

Current report

Adjusted EBITDA from continuing operations in North America decreased $40.9 million, or 54.1%, to $34.7 million in the three months ended June 28, 2025, from $75.6 million in the three months ended June 29, 2024. The decrease was primarily due to unfavorable volume/mix, price/cost, and productivity, partially offset by lower SG&A. The decrease in SG&A was primarily due to decreased salaries and benefits driven by a reduction in headcount.

Current report

Adjusted EBITDA from continuing operations in Europe decreased $3.4 million, or 16.6%, to $17.0 million in the three months ended June 28, 2025, from $20.4 million in the three months ended June 29, 2024. The decrease was primarily due to unfavorable volume/mix, partially offset by favorable productivity and price/cost.

Current report

Corporate and unallocated costs increased by $1.5 million, or 13.7%, to $12.8 million in the three months ended June 28, 2025, from $11.2 million in the three months ended June 29, 2024. The increase in cost was primarily due to higher hedging losses, partially offset by lower insurance expense due to favorable claims experience during the three months ended June 28, 2025.

Current report

Comparison of the Six Months Ended June 28, 2025 to the Six Months Ended June 29, 2024

Current report

Adjusted EBITDA from continuing operations in North America decreased $86.6 million, or 63.3%, to $50.3 million in the six months ended June 28, 2025, from $136.8 million in the six months ended June 29, 2024. The decrease was primarily due to unfavorable volume/mix, price/cost, and productivity, partially offset by lower SG&A. The decrease in SG&A was primarily driven by decreased salaries and benefits driven by a reduction in headcount, lower advertising and promotion expenses, as well as lower non-transformational professional fees.

Current report

Net revenues in Europe decreased $41.1 million, or 7.4%, to $513.5 million in the six months ended June 28, 2025, from $554.5 million in the six months ended June 29, 2024. The decrease was primarily due to a decrease in Core Revenues of 9%, partially offset by a favorable foreign exchange impact of 2%. Core Revenues decreased primarily due to unfavorable volume/mix of 10%, primarily due to market softness across the region, partially offset by a 1% benefit from price realization.

Current report

As of June 28, 2025, we have $23.3 million in short-term debt obligations due in the next twelve months.

Current report

If there are outstanding borrowings against the ABL Facility, which result in the Company’s Global Excess Availability falling below the Level 1 Availability Trigger Amount, we would be required to comply with a minimum Fixed Charge Coverage Ratio as described in the ABL Facility credit agreement.
Removed paragraphs (5)

Previous report

(1)Refer to the calculation of Adjusted EBITDA for a discussion of the Special items listed below.

Previous report

Adjusted EBITDA in North America decreased $45.7 million, or 74.6%, to $15.5 million in the three months ended March 29, 2025, from $61.2 million in the three months ended March 30, 2024. The decrease was primarily due to unfavorable volume/mix and price/cost and unfavorable productivity, partially offset by lower selling, general and administrative expenses. The decrease in SG&A was primarily driven by lower advertising and promotion expenses, lower salaries and benefits driven by a reduction in headcount, as well as lower professional fees.
Reworded paragraphs (37)

Previous wording

Due to changing market conditions, we are experiencing, and may continue to experience, lower demand for our products, a continued demand shift to entry level products, persistent inflation and elevated interest rates. Additionally, the Company is actively monitoring recent trade policy and tariff announcements, including various executive orders issued by the current U.S. presidential administration. Increased restrictions on global trade, including an increase in U.S. tariffs and any retaliatory responses thereto, could result in, among other things, increased input costs, supply chain disruptions, decreased consumer demand and volatility in foreign exchange rates and financial markets. We continue to analyze the impact of these actions and are working on the deployment of a mitigation strategy, including pricing, productivity and repositioning our supply chain to offset the impact of the tariff exposure. The uncertain and evolving market dynamics and global trade environment could have a material adverse effect on the Company’s business, financial condition, and results of operations.

Current wording

Due to changing market conditions, we are experiencing, and may continue to experience, lower demand for our products, a continued demand shift to entry level products, persistent inflation and elevated interest rates. Additionally, the Company continues to actively monitor recent trade policy and tariff announcements, including various executive orders issued by the current U.S. presidential administration. Increased restrictions on global trade, including an increase in U.S. tariffs and any retaliatory responses thereto, could result in, among other things, increased input costs, supply chain disruptions, decreased consumer demand and volatility in foreign exchange rates and financial markets. We continue to analyze the impact of these actions and adjust our mitigation strategy, including pricing, productivity and repositioning our supply chain to offset the impact of the tariff exposure as trade policy evolves. The uncertain and evolving market dynamics and global trade environment could have a material adverse effect on the Company’s business, financial condition, and results of operations.

Previous wording

Net Revenues– Net revenues decreased $183.1 million, or 19.1%, to $776.0 million in the three months ended March 29, 2025, from $959.1 million in the three months ended March 30, 2024. The decrease in net revenues was primarily driven by a decrease in Core Revenues of 15%, a decrease in net revenues from the court-ordered divestiture of Towanda of 3%, and an unfavorable foreign exchange impact of 1%. The decrease in Core Revenues was driven by a 16% decline in volume/mix, partially offset by a 1% benefit from price realization.

Current wording

Net Revenues– Net revenues decreased $162.3 million, or 16.5%, to $823.7 million in the three months ended June 28, 2025, from $986.0 million in the three months ended June 29, 2024. The decrease in net revenues was primarily driven by a decrease in Core Revenues of 13% and a decrease in net revenues from the court-ordered divestiture of Towanda of 5%. These were partially offset by a favorable foreign exchange impact of 1%. The decline in Core Revenues was driven by a 14% decrease in volume/mix, partially offset by a 1% benefit from price realization.

Previous wording

Gross Margin– Gross margin decreased $60.5 million, or 35.1%, to $112.1 million in the three months ended March 29, 2025, from $172.6 million in the three months ended March 30, 2024. Gross margin as a percentage of net revenues was 14.4% in the three months ended March 29, 2025, and 18.0% in the three months ended March 30, 2024. The decrease in gross margin percentage was primarily due to a decremental impact of volume/mix and unfavorable productivity.

Current wording

Gross Margin– Gross margin decreased $46.6 million, or 24.5%, to $143.4 million in the three months ended June 28, 2025, from $190.0 million in the three months ended June 29, 2024. Gross margin as a percentage of net revenues was 17.4% in the three months ended June 28, 2025, compared to 19.3% in the three months ended June 29, 2024. The decrease in gross margin percentage was primarily due to the decremental impact of volume/mix, partially offset by favorable productivity.

Previous wording

Restructuring and Asset-Related Charges– Restructuring and asset-related charges decreased $3.5 million, or 19.5% to $14.5 million in the three months ended March 29, 2025, from $18.1 million in the three months ended March 30, 2024. The decrease in restructuring charges was primarily due to a decrease in charges incurred to close certain manufacturing facilities in our North America and Europe segments and to transform the operating structure of our Europe segment. Refer to Note 16 - Restructuring and Asset-Related Charges to our consolidated financial statements included in this Form 10-Q for more information.

Current wording

Restructuring and Asset-Related Charges– Restructuring and asset-related charges decreased $7.6 million, or 46.2% to $8.8 million in the three months ended June 28, 2025, from $16.4 million in the three months ended June 29, 2024. The decrease in restructuring and asset-related charges was primarily due to a decrease in charges incurred to transform the operating structure of our Europe segment and to close certain manufacturing facilities in our North America and European segments. Refer to Note 16 - Restructuring and Asset-Related Charges to our consolidated financial statements included in this Form 10-Q for more information.

Previous wording

Interest Expense, Net– Interest expense, net, decreased $0.8 million, or 4.9%, to $14.9 million in the three months ended March 29, 2025, from $15.7 million in the three months ended March 30, 2024. The decrease was primarily due to lower interest on the Term Loan Facility resulting from a partial repayment of principal during the third quarter of 2024 and lower interest rate in the current period, partially offset by the principal balance and higher interest rate on our Senior Notes issued during the third quarter of 2024 and maturing in 2032.

Current wording

Interest Expense, Net– Interest expense, net, decreased $0.1 million, or 0.5%, to $16.5 million in the three months ended June 28, 2025, from $16.6 million in the three months ended June 29, 2024. The decrease in interest expense, net was primarily due to lower interest on the Term Loan Facility resulting from a partial repayment of principal during the third quarter of 2024 and lower interest rate in the current period, partially offset by a higher principal balance and higher interest rate on our Senior Notes issued during the third quarter of 2024 and maturing in 2032.

Previous wording

SG&A Expense– SG&A expense decreased $38.0 million, or 20.8%, to $144.8 million in the three months ended March 29, 2025, from $182.8 million in the three months ended March 30, 2024. SG&A expense as a percentage of net revenues decreased to 18.7% in the three months ended March 29, 2025, from 19.1% in the three months ended March 30, 2024. The decrease in SG&A expense was primarily due to lower amortization expense resulting from accelerated amortization in the prior year for an ERP that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement during the first quarter of 2024, a decrease in professional fees, including non-recurring transformation journey expenses, lower salaries and benefits driven by a reduction in headcount, as well as lower advertising and promotion expenses.

Current wording

SG&A– SG&A decreased $58.0 million, or 16.5%, to $293.2 million in the six months ended June 28, 2025, from $351.3 million in the six months ended June 29, 2024. SG&A as a percentage of net revenues increased to 18.3% in the six months ended June 28, 2025, from 18.1% in the six months ended June 29, 2024. The decrease in SG&A was primarily due to a decrease in professional fees, including non-recurring transformation journey expenses, lower salaries and benefits driven by a reduction in headcount, lower amortization expense resulting from accelerated amortization in the prior year for an ERP that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement during the first quarter of 2024, as well as lower advertising and promotion expenses.

Previous wording

Goodwill Impairment– Goodwill impairment charges of $137.7 million in the three months ended March 29, 2025, relate to goodwill impairment charges associated with our North America reporting unit. Refer to Note 6 –Goodwill to our consolidated financial statements included in this Form 10-Q for more information.

Current wording

Goodwill Impairment– Goodwill impairment charges of $137.7 million in the six months ended June 28, 2025, relate to goodwill impairment charges in our North America reporting unit. Refer to Note 6 –Goodwill to our consolidated financial statements included in this Form 10-Q for more information.

Previous wording

Loss on Extinguishment and Refinancing of Debt– The $0.2 million loss on extinguishment and refinancing of debt during the three months ended March 29, 2025, is associated with an amendment of our ABL Facility. The loss on extinguishment and refinancing of debt of $1.4 million in the three months ended March 30, 2024, is associated with an amendment of our Term Loan Facility. Refer to Note 10 -Long-Term Debt to our consolidated financial statements included in this Form 10-Q for more information.

Current wording

Loss on Extinguishment and Refinancing of Debt– The $0.2 million loss on extinguishment and refinancing of debt during the six months ended June 28, 2025, is associated with an amendment of our ABL Facility. The loss on extinguishment and refinancing of debt of $1.4 million in the six months ended June 29, 2024, is associated with an amendment of our Term Loan Facility. Refer to Note 10 -Long-Term Debt to our consolidated financial statements included in this Form 10-Q for more information.

Previous wording

Other Income, Net– Other income, net decreased $3.7 million, or 25.8%, to $10.6 million in the three months ended March 29, 2025, from $14.3 million in the three months ended March 30, 2024. Other income, net in the three months ended March 29, 2025, consisted primarily of cash received on investment in real estate of $7.6 million and income from the refund of deposits of China antidumping and countervailing duties of $2.9 million, partially offset by pension expense of $0.9 million. Other income, net in the three months ended March 30, 2024, consisted primarily of recovery of the JW Australia transition services costs incurred of $4.1 million, cash received on impaired notes of $3.5 million, income from the refund of deposits of China antidumping and countervailing duties of $2.9 million, insurance reimbursements of $1.7 million, and foreign currency gains of $1.5 million. Refer to Note 18 - Other Income, Net to our consolidated financial statements included in this Form 10-Q for more information.

Current wording

Other Income, Net– Other income, net decreased $1.6 million, or 9.3%, to $15.2 million in the six months ended June 28, 2025, from $16.8 million in the six months ended June 29, 2024. Other income, net in the six months ended June 28, 2025, consisted primarily of cash received on investments in real estate of $8.4 million, income from a legal settlement of $3.8 million, and income from the refund of deposits of China antidumping and countervailing duties of $2.9 million, partially offset by pension expense of $1.8 million. Other income, net in the six months ended June 29, 2024, consisted primarily of recovery of the JW Australia transition services costs incurred of $6.5 million, income from the refund of deposits of China antidumping and countervailing duties of $2.9 million, cash received on investment in real estate of $2.5 million, insurance reimbursements of $1.7 million and cash received on impaired notes of $1.4 million, partially offset by pension expense of $1.0 million. Refer to Note 18 - Other Income, Net to our consolidated financial statements included in this Form 10-Q for more information.

Previous wording

Income Taxes– Income tax expense was $0.6 million in the three months ended March 29, 2025, compared to a $3.4 million benefit in the three months ended March 30, 2024. The effective tax rate in the three months ended March 29, 2025, was (0.3)%. The effective tax rate for the three months ended March 29, 2025, was driven primarily by the $14.2 million increase to valuation allowances on foreign and state NOL and credit carryforwards, $9.8 million of tax benefit attributable to goodwill impairment and$8.5 million of tax expense attributable to the court-ordered divestiture of Towanda. The effective tax rate in the three months ended March 30, 2024, was primarily driven by $2.0 million of tax expense on uncertain tax positions from ongoing audits as well as losses for jurisdictions for which there is a full valuation allowance in the quarter. Refer to Note 11 -Income Taxesto our consolidated financial statements included in this Form 10-Q for more information.

Current wording

Income Tax (Benefit) Expense– Income tax benefit was $2.9 million in the six months ended June 28, 2025, compared to income tax expense of $6.1 million in the six months ended June 29, 2024. The effective tax rate in the six months ended June 28, 2025, was 1.3%. The effective tax rate for the six months ended June 28, 2025, was driven primarily by the $14.2 million increase to valuation allowances on U.S. tax attributes, $8.5 million of tax expense attributable to the court-ordered divestiture of Towanda, losses for jurisdictions for which there is a full valuation allowance, offset by $9.8 million of tax benefit attributable to goodwill impairment. The effective tax rate in the six months ended June 29, 2024, was (15.3)%. The effective tax rate for the six months ended June 29, 2024, was primarily driven by $9.7 million of tax expense on uncertain tax positions from ongoing audits and $2.3 million of valuation expense recorded against our tax attributes, as well as losses for jurisdictions for which there is a full valuation allowance in the quarter. Refer to Note 11 -Income Taxesto our consolidated financial statements included in this Form 10-Q for more information.

Previous wording

We report our segment information in the same way management internally organizes the business in assessing performance and making decisions regarding allocation of resources in accordance with ASC 280-10 -Segment Reporting. We define Adjusted EBITDA as income (loss), net of tax, adjusted for the following items: income tax expense (benefit); depreciation and amortization; interest expense (income), net; and certain special items consisting of non-recurring net legal and professional expenses and settlements; goodwill impairment; restructuring and asset-related charges; M&A related costs; net (gain) loss on sale of business, property and equipment; loss on extinguishment and refinancing of debt; share-based compensation expense; non-cash foreign exchange transaction/translation (gain) loss; and other special items. We use Adjusted EBITDA because we believe this measure assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. This non-GAAP financial measure should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP.

Current wording

We report our segment information in the same way management internally organizes the business in assessing performance and making decisions regarding allocation of resources in accordance with ASC 280-10 -Segment Reporting. We define Adjusted EBITDA from continuing operations as income (loss) from continuing operations, net of tax, adjusted for the following items: income tax expense (benefit); depreciation and amortization; interest expense (income), net; and certain special items consisting of non-recurring net legal and professional expenses and settlements; goodwill impairment; restructuring and asset-related charges; M&A related costs; net (gain) loss on sale of business, property and equipment; loss on extinguishment and refinancing of debt; share-based compensation expense; non-cash foreign exchange transaction/translation (gain) loss; and other special items. We use Adjusted EBITDA from continuing operations because we believe this measure assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. This non-GAAP financial measure should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP.

Previous wording

Reconciliations of (loss) income, net of tax to Adjusted EBITDA by segment are as follows:

Current wording

Reconciliations of income (loss) from continuing operations, net of tax to Adjusted EBITDA from continuing operations by segment are as follows:

Previous wording

(1)Corporate and unallocated depreciation and amortization expense in the three months ended March 30, 2024, includes accelerated amortization of $14.1 million for an ERP system that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement.

Current wording

(1)Corporate and unallocated depreciation and amortization expense in the six months ended June 29, 2024, includes accelerated amortization of $14.1 million for an ERP system that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement.

Previous wording

(2)Refer to the calculation of Adjusted EBITDA for a discussion of the Special items listed below.

Current wording

(2)Refer to the calculation of Adjusted EBITDA from continuing operations for a discussion of the Special items listed below.

Previous wording

Reconciliations of loss, net of tax to Adjusted EBITDA on a consolidated basis are as follows:

Current wording

Reconciliations of loss from continuing operations, net of tax to Adjusted EBITDA from continuing operations on a consolidated basis are as follows:

Previous wording

(1)Depreciation and amortization expense includes accelerated amortization of $14.1 million in the three months ended March 30, 2024, in Corporate and unallocated costs for an ERP system that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement during the first quarter of 2024.

Current wording

(1)Depreciation and amortization expense includes accelerated amortization of $14.1 million in the six months ended June 29, 2024, in Corporate and unallocated costs for an ERP system that we are no longer utilizing after we completed our related obligations under the JW Australia Transition Services Agreement during the first quarter of 2024.

Previous wording

(2)Net legal and professional expenses and settlements include non-recurring transformation journey expenses of $11.2 million and $16.4 million in the three months ended March 29, 2025 and March 30, 2024, respectively. For the three months ended March 29, 2025, these expenses primarily relate to project-based consulting fees that directly support the transformation journey that are not expected to recur in the foreseeable future. These projects include the centralization of human resources processes, North America supply chain network optimization strategy and other projects related to our transformation journey. For the three months ended March 30, 2024, these expenses primarily relate to the engagement of a transformation consultant for a period spanning from the third quarter of 2023 through January 2025, for which we incurred $14.6 million during the quarter. Expenses for this transformation consultant’s engagement, which was extended by ten weeks into 2025, included $2.1 million in the three months ended March 29, 2025. Additionally, net legal and professional expenses and settlements include $0.6 million and $1.1 million in the three months ended March 29, 2025 and March 30, 2024, respectively, relating to litigation of historic legal matters.

Current wording

(2)Net legal and professional expenses and settlements include non-recurring transformation journey expenses of $8.1 million and $19.3 million in the three and six months ended June 28, 2025, respectively, and $18.2 million and $34.6 million in the three and six months ended June 29, 2024, respectively. For the three and six months ended June 28, 2025, these expenses primarily relate to project-based consulting fees that directly support the transformation journey that are not expected to recur in the foreseeable future. These projects include the centralization of human resources processes, North America supply chain network optimization strategy, and other projects related to our transformation journey. For the three and six months ended June 29, 2024, these expenses primarily relate to the engagement of a transformation consultant for a period spanning from the third quarter of 2023 through April 2025, for which we incurred $13.8 million and $28.4 million in the three and six months ended June 29, 2024, respectively. Expenses for this transformation consultant’s engagement, which was extended into 2025, included $0.4 million and $2.5 million in the three and six months ended June 28, 2025, respectively. Additionally, net legal and professional expenses and settlements include $(0.6) million and a nominal amount in the three and six months ended June 28, 2025, respectively, and $1.5 million and $2.6 million in the three and six months ended June 29, 2024, respectively, relating to litigation of historic legal matters.

Previous wording

(5)Product and inventory-related charges related to announced facility closures were detrimental to Adjusted EBITDA.

Current wording

(5)Product and inventory-related charges related to announced facility closures were detrimental to Adjusted EBITDA from continuing operations.

Previous wording

(6)M&A related costs consist primarily of legal and professional expenses related to the court-ordered divestiture of Towanda.

Current wording

(6)M&A related costs (income) consist primarily of legal and professional expenses related to the court-ordered divestiture of Towanda.

Previous wording

(7)Net gain on sale of business, property and equipment in the three months ended March 29, 2025, primarily relates to the court-ordered divestiture of Towanda. Net gain on sale of business, property and equipment in the three months ended March 30, 2024, primarily relates to the sale of properties in Chile.

Current wording

(7)Net gain on sale of business, property and equipment in the three months ended June 28, 2025, primarily relates to the sale of property and equipment in Marion, North Carolina. Net gain on sale of business, property and equipment in the six months ended June 28, 2025, primarily relates to the court-ordered divestiture of Towanda and the sale of property and equipment in Marion, North Carolina. Net gain on sale of business, property and equipment in the six months ended June 29, 2024, primarily relates to the sale of property in Chile.

Previous wording

(8)Loss on extinguishment and refinancing of debt consists of $0.2 million in the three months ended March 29, 2025, associated with an amendment of our ABL Facility and $1.4 million in the three months ended March 30, 2024, associated with an amendment of our Term Loan Facility.

Current wording

(8)Loss on extinguishment and refinancing of debt consists of $0.2 million in the six months ended June 28, 2025, associated with an amendment of our ABL Facility and $1.4 million in the six months ended June 29, 2024, associated with an amendment of our Term Loan Facility.

Previous wording

(10)Non-cash foreign exchange transaction/translation gain primarily associated with fair value adjustments of foreign currency derivatives and revaluation of balances denominated in foreign currencies.

Current wording

(10)Non-cash foreign exchange transaction/translation gain is primarily associated with fair value adjustments of foreign currency derivatives and revaluation of balances denominated in foreign currencies.

Previous wording

(11)Other special items not core to ongoing business activity include: (i) in the three months ended March 30, 2024, a loss of $4.3 million of cumulative foreign currency translation adjustments related to the substantial liquidation of a foreign subsidiary in Chile in our North America segment and ($1.5) million of cash received on an impaired note in Corporate and unallocated costs.

Current wording

(11)Other special items not core to ongoing business activity include: (i) in the three months ended June 29, 2024, a one-time realized foreign currency loss of $1.6 million in our Europe segment related to a cash repatriation event; (ii) the six months ended June 29, 2024, a loss of $4.3 million of cumulative foreign currency translation adjustments related to the substantial liquidation of a foreign subsidiary in Chile in our North America segment, a one-time realized foreign currency loss of $1.6 million in our Europe segment related to a cash repatriation event, and ($1.5) million of cash received on an impaired note in Corporate and unallocated costs.

Previous wording

(1)Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. Refer to the calculation of Adjusted EBITDA for a discussion of the Special items listed above.

Current wording

(1)Adjusted EBITDA from continuing operations is a financial measure that is not calculated in accordance with GAAP. Refer to the calculation of Adjusted EBITDA from continuing operations for a discussion of the Special items listed above.

Previous wording

Net revenues in Europe decreased $33.7 million, or 12.1%, to $245.4 million in the three months ended March 29, 2025, from $279.1 million in the three months ended March 30, 2024. The decrease was primarily due to a decrease in Core Revenues of 9% and an unfavorable foreign exchange impact of 3%. Core Revenues decreased primarily due to unfavorable volume/mix of 10% primarily due to market softness across the region, partially offset by a 1% benefit from price realization.

Current wording

Net revenues in Europe decreased $7.4 million, or 2.7%, to $268.1 million in the three months ended June 28, 2025, from $275.4 million in the three months ended June 29, 2024. The decrease was primarily due to a decrease in Core Revenues of 8%, partially offset by a favorable foreign exchange impact of 5%. Core Revenues decreased primarily due to unfavorable volume/mix of 10% primarily due to market softness across the region, partially offset by a 2% benefit from price realization.

Previous wording

Net revenues in North America decreased $149.4 million, or 22.0%, to $530.6 million in the three months ended March 29, 2025, from $680.0 million in the three months ended March 30, 2024. The decrease was primarily due to a decrease in Core Revenues of 17%, a decrease in net revenues from the court-ordered divestiture of Towanda of 4%, and an unfavorable foreign exchange impact of 1%. The decrease in Core revenues was driven by an 18% decline in volume/mix driven by weaker market demand, partially offset by a 1% benefit from price realization.

Current wording

Net revenues in North America decreased $304.4 million, or 21.9%, to $1,086.2 million in the six months ended June 28, 2025, from $1,390.6 million in the six months ended June 29, 2024. The decrease was primarily due to a decrease in Core Revenues of 16% and a decrease in net revenues from the court-ordered divestiture of Towanda of 6%. The decrease in Core revenues was driven by a 17% decline in volume/mix driven by weaker market demand, partially offset by a 1% benefit from price realization.

Previous wording

Adjusted EBITDA in Europe decreased $3.8 million, or 26.5%, to $10.7 million in the three months ended March 29, 2025, from $14.5 million in the three months ended March 30, 2024. The decrease was primarily due to unfavorable volume/mix and price/cost, partially offset by favorable productivity and lower selling, general and administrative expenses. The decrease in SG&A was primarily driven by lower salaries and benefits driven by a reduction in headcount and lower professional fees.

Current wording

Adjusted EBITDA from continuing operations in Europe decreased $7.2 million, or 20.7%, to $27.7 million in the six months ended June 28, 2025, from $34.9 million in the six months ended June 29, 2024. The decrease was primarily due to unfavorable volume/mix and price/cost, partially offset by lower SG&A and favorable productivity.

Previous wording

Corporate and unallocated costs decreased by $2.7 million, or 38.3%, to $4.3 million in the three months ended March 29, 2025, from $7.0 million in the three months ended March 30, 2024. The decrease in cost was primarily due to a reduction in non-transformational professional fees, corporate function expense savings in the current year and an increase in cash received on investment in real estate, partially offset by an insurance reimbursement received during the three months ended March 30, 2024.

Current wording

Corporate and unallocated costs decreased by $1.1 million, or 6.3%, to $17.1 million in the six months ended June 28, 2025, from $18.2 million in the six months ended June 29, 2024. The decrease in cost was primarily due to an increase in cash received on investments in real estate, lower salaries and benefits driven by a reduction in headcount in the current year, and a reduction in non-transformational professional fees, partially offset by higher hedging losses and an insurance reimbursement received during the six months ended June 29, 2024.

Previous wording

As of March 29, 2025, we had total liquidity (a non-GAAP measure) of $499.4 million, consisting of $132.5 million in unrestricted cash, $366.9 million available for borrowing under the ABL Facility, compared to total liquidity of $566.7 million as of December 31, 2024. The decrease in total liquidity was primarily due to lower ABL borrowing base availability as well as a lower cash balance at March 29, 2025 compared to December 31, 2024.

Current wording

As of June 28, 2025, we had total liquidity (a non-GAAP measure) of $528.0 million, consisting of $134.1 million in unrestricted cash, $393.9 million available for borrowing under the ABL Facility, compared to total liquidity of $566.7 million as of December 31, 2024. The decrease in total liquidity was primarily due to lower ABL borrowing base availability as well as a lower cash balance at June 28, 2025, compared to December 31, 2024.

Previous wording

As of March 29, 2025, our cash balances, including $0.7 million of restricted cash, consisted of $35.1 million in cash located in the U.S. and $98.1 million in cash located outside of the U.S. held by our non-U.S. subsidiaries.

Current wording

As of June 28, 2025, our cash balances, including $0.7 million of restricted cash, consisted of $23.3 million in cash located in the U.S. and $111.6 million in cash located outside of the U.S. held by our non-U.S. subsidiaries.

Previous wording

Based on hypothetical variable rate debt that would have resulted from drawing each revolving credit facility up to the full commitment amount, a 100-basis point decrease in interest rates would have reduced our interest expense by $2.1 million in the three months ended March 29, 2025. A 100-basis point increase in interest rates would have increased our interest expense by $2.0 million in the same period. In certain instances, the impact of a hypothetical decrease would have been partially mitigated by interest rate floors that apply to certain of our debt agreements.

Current wording

Based on hypothetical variable rate debt that would have resulted from drawing each revolving credit facility up to the full commitment amount, a 100-basis point decrease in interest rates would have reduced our interest expense by $2.1 million in the three months ended June 28, 2025. A 100-basis point increase in interest rates would have increased our interest expense by $2.2 million in the same period. In certain instances, the impact of a hypothetical decrease would have been partially mitigated by interest rate floors that apply to certain of our debt agreements.

Previous wording

In March 2025, we amended the ABL Facility to extend the maturity date from July 2026 to March 2028, replace the CDOR as the applicable rate with respect to loans denominated in Canadian Dollars with the CORRA, and make certain other technical amendments and related conforming changes. All other material terms and conditions of the Credit Agreement were unchanged including the aggregate commitment which remained at $500.0 million. The Company recognized a pre-tax loss of $0.2 million in the three months ended March 29, 2025, consisting of unamortized issuance costs.

Current wording

In March 2025, we amended the ABL Facility to extend the maturity date from July 2026 to March 2028, replace the CDOR as the applicable rate with respect to loans denominated in Canadian Dollars with the CORRA, and make certain other technical amendments and related conforming changes. All other material terms and conditions of the ABL Facility credit agreement were unchanged including the aggregate commitment, which remained at $500.0 million. As a result of this amendment, the Company recognized a pre-tax loss of $0.2 million in the first quarter of 2025, consisting of unamortized issuance costs.

Previous wording

In December 2007, we entered into thirty-year mortgage notes secured by land and buildings in Denmark with principal payments which began in 2018. In October 2024, we repaid the entire remaining principal balance of the mortgage notes of DKK 142.5 million ($20.7 million).

Current wording

In December 2007, we entered into thirty-year mortgage notes secured by land and buildings in Denmark with principal payments which began in 2018. In October 2024, we repaid the entire remaining principal balance of the mortgage notes of DKK142.5 million ($20.7 million).

Previous wording

Net cash used in operating activities increased $72.5 million to $83.5 million in the three months ended March 29, 2025, compared to $11.0 million in the three months ended March 30, 2024. The increase in net cash used in operating activities was primarily due to an unfavorable change in earnings of $162.4 million, inclusive of a $137.7 million non-cash goodwill impairment charge related to our North America reporting unit during the current quarter, and a $51.6 million decrease in net cash provided by our working capital accounts. The impact of accounts receivable, net of $40.5 million was unfavorable in the three months ended March 29, 2025, compared to the three months ended March 30, 2024, which was primarily due to timing of collections. The $46.1 million unfavorable impact from accounts payable is primarily due to decreased inventory purchases in North America and lower payables for professional expenses associated with a transformation consultant as compared to the prior year. The $35.1 million favorable impact of inventory is primarily due to a reduction in purchases of materials in North America.

Current wording

Net cash used in operating activities was $48.9 million in the six months ended June 28, 2025, compared to cash provided by operating activities of $40.4 million in the six months ended June 29, 2024. The increase in cash used in operating activities was primarily due to the decrease in earnings of $165.4 million, inclusive of a $137.7 million non-cash goodwill impairment charge related to our North America reporting unit during the first quarter of 2025, and a $39.5 million increase in net cash used in our working capital accounts. The impact of accounts receivable, net of $38.4 million was unfavorable in the six months ended June 28, 2025, compared to the six months ended June 29, 2024, which was primarily due to the decrease in sales outpacing the decrease in accounts receivable. The $25.6 million unfavorable impact from accounts payable is primarily due to decreased inventory purchases in North America and lower payables for professional expenses associated with a transformation consultant when compared to the prior year. The $24.5 million favorable impact of inventory is primarily due to a reduction in purchases of materials in North America.

Previous wording

Net cash provided by investing activities was $70.0 million in the three months ended March 29, 2025, compared to cash used in investing activities of $30.5 million in the three months ended March 30, 2024, primarily driven by $112.1 million proceeds related to the court-ordered divestiture of Towanda during the three months ended March 29, 2025, partially offset by an increase in capital expenditures of $7.2 million.

Current wording

Net cash provided by investing activities was $36.8 million in the six months ended June 28, 2025, compared to cash used in investing activities of $69.6 million in the six months ended June 29, 2024. The change in net cash provided by investing activities was primarily driven by $110.7 million proceeds related to the court-ordered divestiture of Towanda during the six months ended June 28, 2025, partially offset by an increase in capital expenditures of $2.0 million.

Previous wording

Net cash used in financing activities decreased $0.2 million to $6.6 million in the three months ended March 29, 2025, compared to $6.8 million in the three months ended March 30, 2024, primarily due to net debt payments and payments of debt extinguishment costs of $6.1 million in the three months ended March 29, 2025, compared to net debt payments and payments of debt extinguishment costs of $7.7 million in the three months ended March 30, 2024.

Current wording

Net cash used in financing activities decreased $26.9 million to $12.8 million in the six months ended June 28, 2025, compared to $39.8 million in the six months ended June 29, 2024, primarily due to the repurchases of common stock of $24.3 million in the six months ended June 29, 2024 and a reduction in net debt payments and debt extinguishment costs of $4.2 million.

Previous wording

Our significant accounting policies are described in Note 1 - Summary of Significant Accounting Policies to the consolidated financial statements presented in our Form 10-K. Our critical accounting policies and estimates are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-K. Our significant and critical accounting policies have not changed significantly from those disclosed in our 2024 Form 10-K.

Current wording

Our significant accounting policies are described in Note 1 - Description of Company and Summary of Significant Accounting Policies to the consolidated financial statements presented in our Form 10-K. Our critical accounting policies and estimates are described in Item 7 -Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-K. Our significant and critical accounting policies have not changed significantly from those disclosed in our 2024 Form 10-K.
Rearranged current paragraphs (5)

Current report — wording carried from elsewhere

Other Income, Net– Other income, net increased $2.1 million, or 84.8%, to $4.6 million in the three months ended June 28, 2025, from $2.5 million in the three months ended June 29, 2024. Other income, net in the three months ended June 28, 2025, primarily consisted of income from a legal settlement of $3.8 million and cash received on investments in real estate of $0.9 million, partially offset by pension expense of $0.9 million. Other income, net in the three months ended June 29, 2024, primarily consisted of recovery of the JW Australia transition services costs incurred of $2.4 million. Refer to Note 18 - Other Income, Net to our consolidated financial statements included in this Form 10-Q for more information.

Current report — wording carried from elsewhere

Income Tax (Benefit) Expense– Income tax benefit was $3.5 million in the three months ended June 28, 2025, compared to income tax expense of $9.6 million in the three months ended June 29, 2024. The effective tax rate in the three months ended June 28, 2025, was 13.6%. The effective tax rate for the three months ended June 28, 2025, was primarily driven by losses for jurisdictions for which there is a full valuation allowance in the quarter and $0.6 million of discrete tax expense attributable to share-based compensation. The effective tax rate in the three months ended June 29, 2024, was (107.1)%. The effective tax rate for the three months ended June 29, 2024, was primarily driven by $7.7 million of tax expense on uncertain tax positions relating primarily to a historical income tax audit and $2.2 million of valuation expense recorded against our U.S. state tax attributes, as well as losses for jurisdictions for which there is a full valuation allowance in the quarter. Refer to Note 11 -Income Taxes to our consolidated financial statements included in this Form 10-Q for more information.

Current report — wording carried from elsewhere

Restructuring and Asset-Related Charges– Restructuring and asset-related charges decreased $11.1 million, or 32.2% to $23.4 million in the six months ended June 28, 2025, from $34.5 million in the six months ended June 29, 2024. The decrease in restructuring and asset-related charges was primarily due to a decrease in charges incurred to close certain manufacturing facilities in our North America and Europe segments and to transform the operating structure of our Europe segment. Refer to Note 16 - Restructuring and Asset-Related Charges to our consolidated financial statements included in this Form 10-Q for more information.

Current report — wording carried from elsewhere

Interest Expense, Net– Interest expense, net, decreased $0.9 million, or 2.6%, to $31.4 million in the six months ended June 28, 2025, from $32.3 million in the six months ended June 29, 2024. The decrease in interest expense, net was primarily due to lower interest on the Term Loan Facility resulting from a partial repayment of principal during the third quarter of 2024 and lower interest rate in the current period, partially offset by a higher principal balance and higher interest rate on our Senior Notes issued during the third quarter of 2024 and maturing in 2032.

Current report — wording carried from elsewhere

(1)Adjusted EBITDA from continuing operations is a financial measure that is not calculated in accordance with GAAP. Refer to the calculation of Adjusted EBITDA from continuing operations for a discussion of the Special items listed above.