8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 22, 2017

JELD-WEN HOLDING, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38000	93-1273278
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

440 S. Church Street, Suite 400 Charlotte, North Carolina	28202
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (704) 378-5700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Item 2.02 Results of Operations and Financial Condition.

On February 22, 2017, JELD-WEN Holding, Inc. (the “Company”) issued a press release announcing the results of the Company for the fourth quarter and fiscal year ended December 31, 2016. A copy of the press release is being furnished as Exhibit 99.1 attached hereto and is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On February 22, 2017, the Company’s management will present certain information in connection with its call with shareholders, analysts and others relating to the results of operations discussed above. Attached hereto as Exhibit 99.2 are slides that will be presented at that time.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release issued by JELD-WEN Holding, Inc. dated February 22, 2017, announcing results for the fourth quarter and fiscal year ended December 31, 2016.
99.2	Investor information to be presented by JELD-WEN Holding, Inc. on February 22, 2017.

SIGNATURES

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

Date: February 22, 2017		JELD-WEN HOLDING, INC.
	By:	/s/ Laura W. Doerre
		Laura W. Doerre
		Executive Vice President, General Counsel and Chief Compliance Officer

EX-99.1

Exhibit 99.1

For Release - February 22, 2017

JELD-WEN Announces Fourth Quarter and Full Year 2016 Results; Provides 2017 Outlook

Charlotte, N.C. - JELD-WEN Holding, Inc. (“JELD-WEN” or the “Company”) (NYSE:JELD) today announced results for its fourth quarter and full year 2016 ended December 31, 2016, and provided its 2017 annual outlook.

Highlights:

• Net revenues for the fourth quarter increased by 9.2% to $973.2 million, driven by core growth of 5%. The Company defines core growth as the increase in net revenues, excluding the impact of foreign exchange and acquisitions completed in the last twelve months. Full year net revenues increased by 8.5% to $3.7 billion, with core growth contributing 3%.

• Net Income for the fourth quarter increased $212.7 million, to $233.0 million. Net Income for the full year increased $266.6 million, to $357.5 million.

• Adjusted EBITDA margin for the fourth quarter expanded 180 basis points to 10.6%.

• Full year adjusted EBITDA increased 26.7% to $394.1 million.

• Company expects continued growth in 2017 with an increase in net revenues of 1.5% to 3.5% and adjusted EBITDA of $435 to $455 million.

“We are pleased with the progress that we made in 2016, including our strong finish to the year as reflected in our fourth quarter results,” said Mark Beck, president and chief executive officer. “Our operational initiatives drove healthy growth in both net revenues and adjusted EBITDA. We expect this improvement to continue as we remain in the early stages of our business transformation and have solid momentum as we begin 2017. We are very excited about our recent initial public offering and the future of JELD-WEN as a public company. We believe JELD-WEN is well-positioned for continued success.”

Fourth Quarter 2016 Results

Net revenues increased $82.2 million or 9.2%, to $973.2 million, compared to $890.9 million for the same period last year. The increase was driven by core growth of 5%, largely in North America, as well as the contribution of recent acquisitions in the Australasia segment. Gross margin increased $47.8 million, or 28.0%, to $218.5 million compared to $170.8 million in 2015. Gross margin increased due to profitable core growth, improved cost productivity and the contribution from recent acquisitions. Net Income increased $212.7 million to $233.0 million from $20.3 million in the same quarter a year ago primarily due to a one-time tax benefit from the release of a valuation allowance on certain tax attributes. Adjusted EBITDA increased $24.9 million, or 31.9%, to $103.0 million from $78.1 million in the same quarter a year ago.

“Adjusted EBITDA margins expanded 180 basis points in the quarter to 10.6%, driven by solid performance across all three geographic segments,” said Beck.

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On a geographic segment basis for the fourth quarter of 2016, compared to the prior year’s quarter:

• North America - Net revenues increased $42.1 million, or 8.0%, to $569.3 million.    Adjusted EBITDA increased $23.2 million, or 54.2%, to $66.1 million. Adjusted EBITDA margin expanded by 350 basis points to 11.6%.

• Europe - Net revenues fell $11.7 million, or 4.3%, to $256.5 million, primarily due to negative impact from foreign exchange. Adjusted EBITDA increased $4.2 million, or 15.2%, to $32.2 million. Adjusted EBITDA margin expanded by 210 basis points to 12.5%.

• Australasia - Net revenues increased $51.7 million, or 54.1%, to $147.4 million. The large increase in net revenues in Australasia was primarily due to contributions from the recent acquisitions of Trend and Breezway. Adjusted EBITDA increased $8.8 million, or 83.5%, to $19.3 million. Adjusted EBITDA margin expanded by 210 basis points to 13.1%.

Full Year 2016 Results

Net revenues increased $285.7 million, or 8.5%, to $3.7 billion, compared to $3.4 billion in the prior year. The improvement in net revenues was primarily due to an approximate 7% increase from recent acquisitions and core growth of 3%, driven by positive core growth in all three geographic segments. These increases were partially offset by a negative impact from foreign currency exchange. Gross margin increased $134.1 million, or 20.1%, to $800.0 million compared to $665.9 million in 2015. Net Income increased $266.6 million, or 294%, to $357.5 million primarily due to a one-time tax benefit from the release of a valuation allowance on certain tax attributes. Adjusted EBITDA increased $83.1 million, or 26.7%, to $394.1 million from $311.0 million a year ago. Adjusted EBITDA margin expanded 150 basis points in 2016 to 10.7%.

On a geographic segment basis for the full year 2016, compared to the prior year:

• North America - Net revenues increased $133.5 million, or 6.6%, to $2.1 billion. Adjusted EBITDA increased $50.2 million, or 24.9%, to $251.8 million. Adjusted EBITDA margin expanded by 170 basis points to 11.7%.

• Europe - Net revenues increased $12.7 million, or 1.3%, to $1.0 billion. Adjusted EBITDA increased $23.0 million, or 23.1%, to $122.6 million. Adjusted EBITDA margin expanded by 220 basis points to 12.2%.

• Australasia - Net revenues increased $139.6 million, or 37.8%, to $508.9 million from $369.3 million a year ago. Adjusted EBITDA increased $19.1 million, or 47.1%, to $59.5 million. Adjusted EBITDA margin expanded by 70 basis points to 11.7%.

Cash and cash equivalents as of December 31, 2016 were $102.7 million compared to $113.6 million a year ago. Total debt as of December 31, 2016 was $1.6 billion compared to $1.3 billion a year ago. On February 1, 2017, the Company received net proceeds from its initial public offering of common stock (“IPO”) of $472.8 million and used a portion of these proceeds to repay $375.0 million of debt. After giving effect to the use of the IPO proceeds and subsequent debt reduction, the net debt to adjusted EBITDA ratio was approximately 2.65x, compared to 3.85x at December 31, 2016 and 3.69x a year ago.

Cash flow from operations increased $29.3 million, or 17.0%, to $201.6 million as of December 31, 2016 compared to $172.3 million as of December 31, 2015. Free cash flow increased $27.5 million, or 29.1%, to $122.1 million as of December 31, 2016 compared to $94.6 million as of December 31, 2015.

Annual Outlook for 2017

For 2017, net revenues are expected to increase 1.5% to 3.5% from core growth while unfavorable foreign exchange impact on global net revenues is expected to offset the incremental net revenue contribution of 2016 acquisitions. Adjusted EBITDA is expected to be in the range of $435 million to $455 million. Capital expenditures are expected to be in the range of $90 to $100 million.

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“Demand drivers and macroeconomic factors in our diverse global end markets look constructive as we enter 2017,” stated Beck. “Our annual outlook predicts continued margin expansion in 2017 by executing on the initiatives of our operating model, focusing on achieving savings through operational excellence programs and driving profitable revenue growth.”

Conference Call Information

JELD-WEN management will host a conference call today, Wednesday, February 22, 2017, at 8 a.m. EST, to discuss the Company’s financial results. The conference call may be accessed by dialing (877) 407-9208 (domestic) or (201) 493-6784 (international). A telephonic replay will be available approximately two hours after the call by dialing (844) 512-2921, or for international callers, (412) 317-6671. The passcode for the replay is 13654917. The replay will be available until 11:59 p.m. EST on March 8, 2017.

Interested investors and other parties can listen to a webcast of the live conference call by logging onto the Investor Relations section of the Company’s website at http://investors.jeld-wen.com. The online replay will be available for 30 days on the same website immediately following the call. A slide presentation highlighting the Company’s results will also be available on the Investor Relations section of the Company’s website.

To learn more about JELD-WEN, please visit the company’s website at http://investors.jeld-wen.com.

About JELD-WEN

JELD-WEN, founded in 1960, is one of the world’s largest door and window manufacturers, operating 115 manufacturing facilities in 19 countries located primarily in North America, Europe and Australia. Headquartered in Charlotte, North Carolina, JELD-WEN designs, produces and distributes 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 of residential homes and non-residential buildings. Our products are marketed 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.

Investor Relations Contact:     

JELD-WEN Holding, Inc.

John Linker

SVP, Corporate Development and Investor Relations

704-378-7007

investors@jeldwen.com

Forward-Looking Statements

This press release contains certain “forward-looking statements” regarding business strategies, market potential, future financial performance, the potential of our categories and brands, and our expectations, beliefs, plans, objectives, prospects, assumptions, or other future events. Forward-looking statements are generally identified 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

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variations thereon or comparable terminology. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is based on the current plans, expectations, assumptions, estimates, and projections of our management. Although we believe that these statements are based on reasonable expectations, assumptions, estimates and projections, they are only predictions and involve known and unknown risks, many of which are beyond our control that could cause actual outcomes and results to be materially different from those indicated in such statements.

Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including the factors discussed in our prospectus filed with the Securities and Exchange Commission on January 30, 2017, and our Annual Report on Form 10-K for the year ended December 31, 2016, to be filed with the Securities and Exchange Commission.

The assumptions underlying the guidance provided for 2017 include the achievement of anticipated improvements in end markets, competitive position, and product portfolio; stable macroeconomic factors; no changes in foreign currency exchange and tax rates; and favorable interest expense due to the recent debt reduction. The forward-looking statements included in this release are made as of the date hereof, and except as required by law, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date of this release.

Non-GAAP Financial Information

This press release presents certain “non-GAAP” financial measures. The components of these non-GAAP measures are computed by using amounts that are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). A reconciliation of non-GAAP financial measures used in this press release to their nearest comparable GAAP financial measures is included in the tables at the end of this press release. The Company provides certain guidance on a non-GAAP basis because the Company cannot predict certain elements that are included in certain reported GAAP results, including the variables and individual adjustments necessary for a reconciliation to GAAP.

We use 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 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. In addition, we use Adjusted EBITDA as calculated herein for purposes of calculating compliance with our debt covenants in certain of our debt 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.

We define Adjusted EBITDA as net income (loss), eliminating the impact of 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. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net revenues.

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We present free cash flow because we believe it assists investors and analysts in determining the quality of our earnings. We also use free cash flow to measure our financial performance and to report to our board of directors. In addition, our executive incentive compensation is based in part on free cash flow. We define free cash flow as cash flow from operations less purchases of property, equipment, and intangible assets. Free cash flow should not be considered as an alternative to cash flows from operations as a liquidity measure.

Other companies may compute these measures differently. No non-GAAP metric should be considered as an alternative to any other measure derived in accordance with GAAP.

Due to rounding, numbers presented throughout this document may not sum precisely to the totals provided and percentages may not precisely reflect the absolute figures.

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JELD-WEN Holding, Inc.

Condensed Consolidated Statements of Operations (Unaudited)

(In millions)

	Three Months Ended December 31,									Twelve Months Ended December 31,
	2016			2015			% Variance			2016			2015			% Variance
Net revenues	$	973.2		$	890.9			9.2	%	$	3,666.8		$	3,381.1			8.5	%
Cost of sales		754.6			720.2			4.8	%		2,866.8			2,715.1			5.6	%
Gross margin		218.5			170.8			28.0	%		800.0			665.9			20.1	%
Selling, general and administrative		181.0			142.1			27.4	%		589.4			512.1			15.1	%
Impairment and restructuring charges		4.8			5.8			-17.0	%		13.8			21.3			-35.1	%
Operating income		32.7			22.9			42.8	%		196.7			132.5			48.5	%
Interest expense, net		(23.9	)		(20.1	)		18.8	%		(77.6	)		(60.6	)		28.0	%
Other income		3.9			4.1			-6.7	%		12.8			14.1			-9.2	%
Income before taxes, equity earnings and discontinued operations		12.7			7.0			82.5	%		132.0			86.0			53.5	%
Income tax benefit		220.0			13.0			NM			225.6			5.4			NM
Income from continuing operations, net of tax		232.7			20.0			NM			357.6			91.4			NM
Loss from discontinued operations, net of tax		(0.5	)		(0.8	)		-40.9	%		(3.3	)		(2.9	)		16.4	%
Equity earnings of non-consolidated entities		0.8			1.2			-29.3	%		3.3			2.4			36.9	%
Net income	$	233.0		$	20.3			NM		$	357.5		$	90.9			NM
Other financial data:
Adjusted EBITDA(1)	$	103.0		$	78.1			31.9	%	$	394.1		$	311.0			26.7	%
Adjusted EBITDA Margin		10.6	%		8.8	%					10.7	%		9.2	%

(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 above under the heading “Non-GAAP Financial Information”.

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JELD-WEN Holding, Inc.

Selected Financial Data (Unaudited)

(In millions)

	Twelve Months Ended December 31,
	2016			2015
Consolidated balance sheet data:
Cash, cash equivalents	$	102.7		$	113.6
Accounts receivable, net		407.6			321.1
Inventories		334.6			343.7
Total current assets		362.7			327.0
Total assets		2,516.3			2,182.4
Accounts payable		188.9			166.7
Total current liabilities		513.1			487.4
Total debt		1,620.0			1,260.3
Redeemable convertible preferred stock		151.0			481.9
Total shareholders’ equity (deficit)		41.9			(231.7	)
Statement of cash flows data:
Net cash flow provided by (used in):
Operating activities	$	201.6		$	172.3
Investing activities		(156.8	)		(158.5	)
Financing activities		(52.0	)		(1.1	)

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JELD-WEN Holding, Inc.

Reconciliation of Non-GAAP Financial Measures (Unaudited)

(In millions)

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2016			2015			2016			2015
Net income	$	233.0		$	20.3		$	357.5		$	90.9
Loss from discontinued operations, net of tax		0.5			0.8			3.3			2.9
Equity earnings of non-consolidated entities		(0.8	)		(1.2	)		(3.3	)		(2.4	)
Income tax benefit		(220.0	)		(13.0	)		(225.6	)		(5.4	)
Depreciation and intangible amortization		29.3			25.4			106.8			95.2
Interest expense, net		23.9			20.1			77.6			60.6
Impairment and restructuring charges		6.2			15.1			18.4			31.0
Gain on sale of property and equipment		—			(0.5	)		(3.3	)		(0.4	)
Stock-based compensation expense		7.5			7.0			22.5			15.6
Non-cash foreign exchange transaction/translation (income) loss		(1.4	)		7.0			5.7			2.7
Other non-cash items		(0.2	)		1.0			2.8			1.1
Other items (1)		23.9			(3.9	)		30.6			18.9
Costs relating to debt restructuring, debt refinancing and the Onex investment		1.1			—			1.1			0.2
Adjusted EBITDA (2)	$	103.0		$	78.1		$	394.1		$	311.0

(1) Other items include: (i) in the three months ended December 31, 2016, $20.7 payment to holders of vested options and restricted shares in connection with the November 2016 dividend, and (ii) in the twelve months ended December 31, 2016, (1) $20.7 payment to holders of vested options and restricted shares in connection with the November 2016 dividend, (2) $3.7 of professional fees related to the IPO process, (3) $1.6 of acquisition costs.

(2) Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted EBITDA, see above under the heading “Non-GAAP Financial Information”.

	Twelve Months Ended December 31,
	2016		2015
Net cash provided by operating activities	$	201.6	$	172.3
Less capital expenditures		79.5		77.7
Free cash flow	$	122.1	$	94.6

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JELD-WEN Holding, Inc.

Segment Results (Unaudited)

(In millions)

	Twelve Months Ended December 31,
	2016			2015
Net revenues from external customers							% Variance
North America	$	2,149.2		$	2,015.7		6.6	%
Europe		1,008.7			996.0		1.3	%
Australasia		508.9			369.3		37.8	%
Total Consolidated	$	3,666.8		$	3,381.1		8.5	%
Adjusted EBITDA(1)
North America	$	251.8		$	201.7		24.9	%
Europe		122.6			99.5		23.1	%
Australasia		59.5			40.5		47.1	%
Corporate and unallocated costs		(39.8	)		(30.7	)	29.8	%
Total Consolidated	$	394.1		$	311.0		26.7	%
	Three Months Ended December 31,
	2016			2015
Net revenues from external customers							% Variance
North America	$	569.3		$	527.1		8.0	%
Europe		256.5			268.2		-4.3	%
Australasia		147.4			95.6		54.1	%
Total Consolidated	$	973.2		$	890.9		9.2	%
Adjusted EBITDA(1)
North America	$	66.1		$	42.9		54.2	%
Europe		32.2			27.9		15.2	%
Australasia		19.3			10.5		83.5	%
Corporate and unallocated costs		(14.5	)		(3.2	)	350.3	%
Total Consolidated	$	103.0		$	78.1		31.9	%

(1) Adjusted EBITDA is a financial measure that is not calculated in accordance with GAAP. For a discussion of our presentation of Adjusted EBITDA, see above under the heading “Non-GAAP Financial Information”.

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EX-99.2

Q4 & FY 2016 Results Presentation | February 22, 2017 Exhibit 99.2

Disclosures Forward-Looking Statements This presentation contains certain "forward-looking statements" regarding business strategies, market potential, future financial performance, the potential of our categories and brands, and our expectations, beliefs, plans, objectives, prospects, assumptions, or other future events. Forward-looking statements are generally identified 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. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is based on the current plans, expectations, assumptions, estimates, and projections of our management. Although we believe that these statements are based on reasonable expectations, assumptions, estimates and projections, they are only predictions and involve known and unknown risks, many of which are beyond our control that could cause actual outcomes and results to be materially different from those indicated in such statements. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including the factors discussed in our prospectus filed with the Securities and Exchange Commission on January 30, 2017, and our Annual Report on Form 10-K for the year ended December 31, 2016, to be filed with the Securities and Exchange Commission. The assumptions underlying the guidance provided for 2017 include the achievement of anticipated improvements in end markets, competitive position, and product portfolio; stable macroeconomic factors; no changes in foreign currency exchange and tax rates; and favorable interest expense due to the recent debt reduction. The forward-looking statements included in this presentation are made as of the date hereof, and except as required by law, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date of this presentation. Non-GAAP Financial Measures This presentation presents certain “non-GAAP” financial measures. The components of these non-GAAP measures are computed by using amounts that are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). A reconciliation of non-GAAP financial measures used in this presentation to their nearest comparable GAAP financial measures is included at the end of this presentation. The Company provides certain guidance on a non-GAAP basis because the Company cannot predict certain elements that are included in certain reported GAAP results, including the variables and individual adjustments necessary for a reconciliation to GAAP. We use 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 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. In addition, we use Adjusted EBITDA as calculated herein for purposes of calculating compliance with our debt covenants in certain of our debt 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. We define Adjusted EBITDA as net income (loss), eliminating the impact of 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. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net revenues. We present free cash flow because we believe it assists investors and analysts in determining the quality of our earnings. We also use free cash flow to measure our financial performance and to report to our board of directors. In addition, our executive incentive compensation is based in part on free cash flow. We define free cash flow as cash flow from operations less purchases of property, equipment, and intangible assets. Free cash flow should not be considered as an alternative to cash flows from operations as a liquidity measure. Other companies may compute these measures differently. No non-GAAP metric should be considered as an alternative to any other measure derived in accordance with GAAP. Due to rounding, numbers presented throughout this document may not sum precisely to the totals provided and percentages may not precisely reflect the absolute figures.

Introduction Mark Beck, President & CEO

JELD-WEN at a Glance Global market leader in windows and doors 2016 Net Revenues of $3.7 billion and Adj. EBITDA of $394 million (~10.7% margin) Scaled platform creating competitive advantage 115 manufacturing facilities in 19 countries 20,000+ employees 13,000+ customers Long-standing customer relationships with home centers, builders and independent dealers Six strategic acquisitions in the past 18 months – all on track to deliver strong ROI Business Highlights Key Brands Net Revenues Mix(1) Application Product Geography Based on FY2016 results. GLOBAL MARKET LEADER WITH UNMATCHED SCALE Australasia 14% Europe 27% N.A. 59% Non-Resi. 10% Resi. Repair & Remodel 45% Resi. New Construction 45% Other 9% Windows 24% Doors 67%

An Extraordinary Transformation Underway PROVEN TEAM DRIVING EARNINGS GROWTH AND FREE CASH FLOW Adjusted EBITDA Margin % Where We Are Today Our Proven Operating Model Early stages of a multi-year turnaround A global platform with scale, iconic brands and leading market positions A team of accomplished leaders assembled from the best Industrials (Danaher, Cooper, UTC, etc.) executing a proven operating model Self-help: quality, productivity, sourcing Steady profitable growth: price, innovation, share-gain Strategic M&A: as an industry consolidator Where We Are Going 1 2 3 4.4% 10.7% 15%+ FY 2013 Target* FY 2016 *Note: This presentation includes long-term targets, which are for illustrative purposes only. These long-term targets should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, if at all, such performance or results will be achieved.

Proven Operating Model Target Identification Target Cultivation Stage Gate Process Integration Playbook Performance Tracking Strategic M&A Operational Excellence Talent Management, JELD-WEN Excellence Model (JEM), and Enabling Technology WORLD-CLASS PERFORMANCE AND RETURNS New Products & Innovation Brand Strategy Channel Management Sales Force Effectiveness Pricing Optimization Profitable Organic Growth Safety & Compliance Quality System Customer Experience Productivity Sourcing

BUSINESS TRANSFORMATION DRIVING EARNINGS AND FCF IMPROVEMENT Net Revenues Free Cash Flow(1) Historical Financial Performance USD in millions Core Growth(2) of ~3% per annum over last 2 years Free Cash Flow accelerating Adjusted EBITDA Margins expanded ~630 bps in 3 years Free Cash Flow is defined as cash flow from operating activities minus (i) purchases of property and equipment and (ii) purchases of intangible assets. Core Growth is defined as the change in net revenues excluding the impact of foreign exchange and acquisitions completed in the last 12 months.

Financial Review Brooks Mallard, EVP and Chief Financial Officer

MARGIN EXPANSION CONTINUED IN Q4 2016 YoY Change 2016 YoY Change Net Revenues $973 9.2% $3,667 8.5% Gross Margin $219 28.0% $800 20.1% Gross Margin Percent 22.5% 330 bps 21.8% 210 bps Net Income $233 N/M $358 N/M Adjusted EBITDA $103 31.9% $394 26.7% Adjusted EBITDA Margin 10.6% 180 bps 10.7% 150 bps Q4 and FY 2016 Financial Summary USD in millions Q4 FY

Q4 2016 Pricing 2% 2% 2% 2% Volume/Mix 3% 6% (2%) 0% Core Growth 5% 8% 0% 2% Acquisitions 5% 0% 0% 47% FX (1%) 0% (4%) 5% Total 9.2% 8.0% (4.3%) 54.1% GROWTH ACROSS ALL REGIONS FROM BOTH CORE AND M&A Q4 and FY 2016 Net Revenues Walk JELD-WEN North America Europe Australasia FY 2016 Pricing 2% 2% 2% 2% Volume/Mix 1% 3% (1%) 0% Core Growth 3% 5% 1% 2% Acquisitions 7% 2% 3% 37% FX (1%) (0%) (3%) (1%) Total 8.5% 6.6% 1.3% 37.8%

CORE GROWTH DRIVING GROWTH IN EARNINGS AND MARGIN 2016 YoY Change 2016 YoY Change Net Revenues $569 8.0% $2,149 6.6% Adjusted EBITDA $66 54.2% $252 24.9% Adjusted EBITDA Margin 11.6% 350 bps 11.7% 170 bps North America Segment Performance USD in millions Q4 FY Wood Windows Vinyl Windows Interior Doors Exterior Doors Wall Systems

SIGNIFICANT MARGIN IMPROVEMENT ON FLAT USD REVENUES IN 2016 2016 YoY Change 2016 YoY Change Net Revenues $257 (4.3%) $1,009 1.3% Adjusted EBITDA $32 15.2% $123 23.1% Adjusted EBITDA Margin 12.5% 210 bps 12.2% 220 bps Europe Segment Performance USD in millions Q4 FY Residential Doors Commercial Doors Fire Resistant Sound Dampening Security Doors

RECENT ACQUISITIONS DRIVING TOP LINE GROWTH 2016 YoY Change 2016 YoY Change Net Revenues $147 54.1% $509 37.8% Adjusted EBITDA $19 83.5% $60 47.1% Adjusted EBITDA Margin 13.1% 210 bps 11.7% 70 bps Australasia Segment Performance USD in millions Q4 FY Windows Doors Shower Enclosures Closet Systems Specialty Windows

Balance Sheet & Cash Flow USD in millions NET LEVERAGE REDUCED TO 2.65x POST-IPO WITH INCREASED LIQUIDITY(4) Balance Sheet & Liquidity December 31, 2016 (1) December 31, 2015 Total Debt $1,620.0 $1,260.3 Cash $102.7 $113.6 Total Net Debt $1,517.3 $1,146.7 Net Debt / Adjusted EBITDA 3.85x 3.69x Liquidity (2) $381.9 $352.9 Cash Flow FY 2016 FY 2015 Cash Flow From Operations $201.6 $172.3 Capital Expenditures (3) ($79.5) ($77.7) Free Cash Flow $122.1 $94.6 (1) Does not reflect the impact of proceeds received from initial public offering subsequent to year end. (2) Liquidity includes cash and availability from undrawn revolving credit facilities. (3) Includes purchases of property, equipment, and intangible assets. (4) On February 1, 2017, JELD-WEN received net proceeds from its IPO of $472.8 million and used a portion of these proceeds to repay $375.0 million of debt on February 6, 2017. After giving effect to the IPO proceeds and subsequent debt reduction, the net debt to adjusted EBITDA ratio was approximately 2.65x compared to 3.85x as of December 31, 2016.

Summary and 2017 Outlook Mark Beck, President and Chief Executive Officer

Balanced Approach to Revenue Growth COMBINATION OF CORE GROWTH AND M&A DRIVE REVENUE GROWTH* Future Acquisitions Markets Pricing Innovation Share Exposure to attractive end markets Analytics in place Disciplined approach Strategic focus New products Emerging technologies Brand & channel investments Sales force effectiveness tools Target* Core Growth 4-5% JELD-WEN Revenue Growth *Note: This presentation includes long-term targets, which are for illustrative purposes only. These long-term targets should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, if at all, such performance or results will be achieved.

Balanced Approach to Margin Expansion BLEND OF INTERNAL / EXTERNAL LEVERS DRIVING MARGIN EXPANSION Acquisitions 15%+ JELD-WEN Adj. EBITDA Margin Target* Profitable Organic Growth Operational Excellence Implementation of JEM Productivity / cost initiatives Strategic sourcing Sales, Inventory & Operations Planning Quality Operating leverage Innovative new products Share gains driven by: Brand focus Channel management Sales force effectiveness Strategic pricing Drive margin accretive M&A through: Target cultivation Disciplined valuations Effective integration High value products Delivering synergies *Note: This presentation includes long-term targets, which are for illustrative purposes only. These long-term targets should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, if at all, such performance or results will be achieved.

2017 Outlook USD in millions OUTLOOK BASED ON CONTINUED MARGIN IMPROVEMENT IN 2017 2017 Financial Outlook Net Revenue Growth 1.5% – 3.5% Adjusted EBITDA $435 – $455 Capital Expenditures $90 – $100

Appendix

Adjusted EBITDA Reconciliation USD in millions NOTE: Refer to our 10-K filing for more detailed description of these footnotes.