10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-K

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

For the fiscal year endedDecember 28, 2014

or

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

For the transition period from _____ to _____

Commission File Number: 001-11796

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Masonite International Corporation

(Exact name of registrant as specified in its charter)

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British Columbia, Canada (State or other jurisdiction of incorporation or organization) 98-0377314 (I.R.S. Employer Identification No.)

2771 Rutherford Road

Concord, Ontario L4K 2N6 Canada

(Address of principal executive offices, zip code)

(800) 895-2723

(Registrant’s telephone number, including area code)

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Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock (no par value)	New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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

Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	o

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

As of June 29, 2014, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the shares of voting common stock held by non-affiliates of the registrant, computed by reference to the closing sales price of such shares on the New York Stock Exchange on June 29, 2014, was $1.1 billion.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of the securities under a plan confirmed by a court. Yes x No o

The registrant had outstanding 30,043,990 shares of Common Stock, no par value, as of February 23, 2015.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement for its 2015 Annual General Meeting of Shareholders scheduled to be held on May 13, 2015, to be filed with the Securities and Exchange Commission not later than 120 days after December 28, 2014, are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K.

MASONITE INTERNATIONAL CORPORATION

INDEX TO ANNUAL REPORT ON FORM 10-K

December 28, 2014

		Page No.
PART I
Item 1	Business	1
Item 1A	Risk Factors	14
Item 1B	Unresolved Staff Comments	28
Item 2	Properties	29
Item 3	Legal Proceedings	32
Item 4	Mine Safety Disclosures	32
PART II
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	33
Item 6	Selected Financial Data	35
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	38
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	62
Item 8	Financial Statements and Supplementary Data	64
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	110
Item 9A	Controls and Procedures	110
Item 9B	Other Information	111
PART III
Item 10	Directors, Executive Officers and Corporate Governance	112
Item 11	Executive Compensation	113
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	113
Item 13	Certain Relationships and Related Transactions, and Director Independence	113
Item 14	Principal Accountant Fees and Services	113
PART IV
Item 15	Exhibits and Financial Statement Schedules	114

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains "forward-looking statements" within the meaning of the federal securities laws, including, without limitation, statements concerning the conditions in our industry, our operations, our economic performance and financial condition, including, in particular, statements relating to our business and growth strategy and product development efforts under "Management’s Discussion and Analysis of Financial Condition and Results of Operations." Forward-looking statements include all statements that do not relate solely to historical or current facts and can be identified by the use of words such as "may," "might," "will," "should," "estimate," "project," "plan," "anticipate," "expect," "intend," "outlook," "believe" and other similar expressions. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties. These risks and uncertainties include, without limitation, those identified under "Risk Factors" and elsewhere in this Annual Report.

The following list represents some, but not necessarily all, of the factors that could cause actual results to differ from historical results or those anticipated or predicted by these forward-looking statements:

• our ability to successfully implement our business strategy;

• general economic, market and business conditions;

• levels of residential new construction; residential repair, renovation and remodeling; and non-residential building construction activity;

• competition;

• our ability to manage our operations including integrating our recent acquisitions and companies or assets we acquire in the future;

• our ability to generate sufficient cash flows to fund our capital expenditure requirements, to meet our pension obligations, and to meet our debt service obligations, including our obligations under our senior notes and our senior secured asset-based credit facility, or our ABL Facility;

• labor relations (i.e., disruptions, strikes or work stoppages), labor costs and availability of labor;

• increases in the costs of raw materials or any shortage in supplies;

• our ability to keep pace with technological developments;

• the actions taken by, and the continued success of, certain key customers;

• our ability to maintain relationships with certain customers;

• new contractual commitments;

• the ability to generate the benefits of our restructuring activities;

• retention of key management personnel;

• environmental and other government regulations;

• our levels of indebtedness and debt service obligations, including our obligations under our senior notes and our ABL Facility;

• limitations on operating our business as a result of covenant restrictions under our existing and future indebtedness, including our senior notes and our ABL Facility; and

• our ability to repurchase our senior notes upon a change of control.

We caution you that the foregoing list of important factors is not exclusive. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this Annual Report may not in fact occur. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

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PART I

Unless we state otherwise or the context otherwise requires, in this Annual Report all references to "Masonite", "we", "us", "our" and the "Company" refer to Masonite International Corporation and its subsidiaries.

Item 1. Business

Overview

We are a leading global designer and manufacturer of interior and exterior doors for the residential new construction; the residential repair, renovation and remodeling; and the non-residential building construction markets. Since 1925, we have provided our customers with innovative products and superior service at compelling values. In order to better serve our customers and create sustainable competitive advantages, we focus on developing innovative products, advanced manufacturing capabilities and technology-driven sales and service solutions. Today, we believe we hold either the number one or two market positions in the seven product categories we target in North America: interior molded residential doors; interior stile and rail residential doors; exterior fiberglass residential doors; exterior steel residential doors; interior architectural wood doors; wood veneers and molded door facings; and door core.

We market and sell our products to remodeling contractors, builders, homeowners, retailers, dealers, lumberyards, commercial and general contractors and architects through well-established wholesale and retail distribution channels. Our broad portfolio of brands, including Masonite^®,Marshfield^®, Premdor^®, Mohawk^®, Megantic^®, Algoma^®, Birchwood Best^®, Lemieux^®, Door-Stop^TM and Harring Doors, are among the most recognized in the door industry and are associated with innovation, quality and value. In the year endedDecember 28, 2014, we sold approximately 33 million doors to more than 7,000 customers in 80 countries. Our fiscal year 2014 net sales to our end-markets by segment and in North America are set forth below:

Net Sales by Segment - 2014	North American Net Sales by End Market - 2014

In response to historic declines in the residential and architectural construction markets as a result of the recent global economic downturn, we proactively sought to optimize our geographic and operational footprint and significantly improve our cost structure. Specifically, we consolidated our manufacturing and distribution operations by closing 65 facilities from 2006 through 2014, reduced our workforce from more than 15,000 employees in 2006 to approximately 10,300 as of December 28, 2014, outsourced back office processes, and strengthened our balance sheet.

At the same time, we also invested in advanced technologies to increase the automation of our manufacturing processes, increase quality and shorten lead times and introduced targeted e-commerce and other marketing initiatives to improve our sales and marketing efforts and customer experience. In addition, we implemented a disciplined acquisition strategy that solidified our presence in both the North American residential molded and stile and rail interior door markets and created leadership positions in the attractive North American commercial and architectural interior wood door, door core and wood veneer markets.

We operate 63 manufacturing and distribution facilities in 10 countries in North America, Europe, South America, Asia and Africa, which are strategically located to serve our customers. We are one of the few vertically

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integrated door manufacturers in the world and one of only two in the North American residential door industry as well as the only vertically integrated door manufacturer in the North American architectural interior wood door industry. Our vertical integration extends to all steps of the production process from initial design, development and production of steel press plates to produce interior molded and exterior fiberglass door facings to the manufacturing of door components, such as door cores, wood veneers and molded facings, to door slab assembly. We also offer incremental value by pre-machining doors for hardware, hanging doors in frames with glass and hardware and pre-finishing doors with paint or stain. We believe that our vertical integration and automation enhance our ability to develop new and proprietary products, provide greater value and improved customer service and create high barriers to entry. We also believe vertical integration enhances our ability to cut costs, although our cost structure is subject to certain factors beyond our control, such as global commodity shocks.

Market Opportunity

According to the “Windows and Doors” industry study, published in May of 2014 by Freedonia, the U.S. residential door market consisted of approximately 45.2 million units in 2013. In September of 2014 the Window and Door Manufacturers Association reported that the non-residential door market contained 2.9 million door units in 2013. By combining these two sources, the US door market in 2013 equated to 48.1 million doors. Freedonia reports an expected growth rate of 69% for residential doors through 2018.

The primary drivers of the market for doors and door products include:

Residential New Construction

The U.S. housing market has been improving since reaching historic lows during the recent global economic downturn, although the market remains volatile. Housing starts declined by more than 70% from the peak of 2.1 million in 2005 to approximately 600,000 in 2011 according to the U.S. Census Bureau, and home prices declined by nearly 33% during this period according to the S&P/Case-Shiller National U.S. Home Price Index. During 2014, the new housing market and home prices continued to recover with total housing starts increasing approximately 8.8% to 1.0 million in 2014 compared to 2013 and 2014 median home prices rising approximately 5.5% compared to 2013, according to the U.S. Census Bureau. However, this level of housing starts remains significantly below the long term annual average of 1.5 million housing starts since the U.S. Census Bureau began reporting this data in 1959 and there can be no assurance that they will return to historic levels. The National Association of Home Builders estimates that 2016 housing starts will be 1.46 million, which would represent a 16.9% compound annual growth rate from 2012.

Residential Repair, Renovation and Remodeling

According to the Home Improvement Research Institute, or HIRI, and IHS Global Insight, the U.S. residential repair, renovation and remodeling products market declined by an average of approximately 5.5% per year from 2006 to 2009 on a nominal basis. During this period, declining home prices, increasing unemployment and record foreclosures discouraged homeowners from making repairs or improvements to their homes. More recently there are positive signs that market conditions in the U.S. are beginning to improve, although U.S. economic conditions remain challenged. HIRI forecasts that the U.S. residential repair, renovation and remodeling products market will grow by an average of approximately 5.5% per year from 2014 to 2017 on a nominal basis driven by the improving economy, greater consumer confidence and rising home prices.

Architectural Building Construction

The U.S. architectural building construction market did not begin to decline until 2008, which was well after the decline in the residential new construction market. In a pattern that is typical of prior cycles, the recovery in this market has lagged the recovery in residential new construction. According to the industry research and investment firm FMI, the architectural construction market is expected to achieve a compound annual growth rate of 5.4% in construction put in place from 2014 to 2018. Although the demand for doors lags architectural building construction starts, we believe new construction activity is a strong indicator of future demand for doors.

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The architectural building construction market also includes the repair, renovation and remodeling of existing architectural properties. According to the most recent Buildings Energy data book of the U.S. Department of Energy published in March 2012, there was approximately 81 billion square feet of installed commercial floorspace in the U.S. in 2010. We believe that repair, renovation and remodeling activity in this market will accelerate as the economy and confidence levels continue to improve, although various factors will impact our business in this market, including architectural building occupancy rates and the availability and cost of credit.

Competitive Strengths

We believe the following competitive strengths differentiate us from other building product companies and position us for significant growth as part of a multi-year, multi stage recovery in our end markets.

Leading Market Positions in Targeted End Markets

Within the North American door market, we believe we hold either the number one or two market position in the seven product categories we target. We are one of the largest manufacturers of doors and door components in the world, selling approximately 33 million residential, architectural interior and exterior doors in 2014; approximately 26 million of which were sold in the United States, our largest market. We believe our scale and leadership positions support our commitment to invest in advanced manufacturing and e-commerce initiatives and develop innovative new products, to effectively service regional and national customers and to offer broad product lines across our markets, while reducing our materials and unit production costs.

Extensive Portfolio with Strong Brand Recognition

Our broad portfolio of brands is among the most recognized in the door industry and is associated with superior design, innovation, reliability and quality. Builder Magazine recognized the Masonite^® brand as one of the leading interior door brands in the United States in 2014 in the following categories: Brand Used in Past Two Years, Brand Used the Most, Brand Familiarity, and Quality Rating.

Long-Term Customer Relationships and Well-Established Multi-Channel Distribution

As a result of our longstanding commitment to customer service and product innovation, we have well-established relationships within the wholesale and retail channels. All of our top 20 customers have purchased doors from us for at least 10 years, although we generally do not enter into long-term contracts with our customers and they generally do not have an obligation to purchase our products. In addition, our manufacturing and distribution facilities are strategically located to best serve our customers. We believe that our long-term relationships with leading wholesale distributors, major homebuilders, contractors and architects will enable us to continue to increase our market penetration in the residential and architectural construction markets.

Leading Technological Innovation Within the Door Industry

We believe we are a leader in technological innovation in the design of doors and door components and in the complex processes required to manufacture high quality products quickly and consistently. We intend to continue developing new and innovative products at our 145,245 square foot innovation center in West Chicago, Illinois while improving critical processes in the manufacturing and selling of our products. For example, we have made significant investments to automate selected door manufacturing processes that were previously labor intensive, including our fiberglass door production line in Tennessee, our interior door slab assembly operations in South Carolina and are in the process of a significant machining automation project at our Pennsylvania facility. Our future success will depend on our ability to develop and introduce new or improved products, to continue to improve our manufacturing and product service processes, and to protect our rights to the technologies used in our products. We have also created proprietary web-based sales and marketing tools, including MAX Masonite Xpress Configurator^SM for our residential and Doorbuilder^TM for our architectural customer networks, to improve selection and order processes, reduce order entry errors, create more accurate quotes, improve communication and facilitate a better customer experience. As of December 28, 2014, we had 192 design patents and design patent applications and 172 utility patents and patent

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applications in the United States, and 105 foreign design patents and patent applications and 359 foreign utility patents and patent applications.

Vertically Integrated Operations Across the Production Process

We are one of the few vertically integrated door manufacturers in the world. In North America, we are one of only two vertically integrated manufacturers of residential doors and the only vertically integrated manufacturer of non-residential interior wood doors. Our vertical integration extends across the production process, which we believe enhances our ability to develop products and respond quickly to changing consumer preferences, provides greater value and better service for our customers, and potentially lowers our costs. We leverage our assets through our vertically integrated operations in a manner that is difficult to replicate without significant capital investment. As an example, the replacement insurance value on our five molded door facing facilities is in excess of $1 billion.

Experienced Management Team with Extensive Experience and a Successful Track Record

We are managed by results-driven executives with a proven track record of successfully managing multiple brands, winning new business, reducing costs and identifying, executing and integrating strategic acquisitions. Several members of our management team previously worked at Fortune 500 companies, including Allied Signal Inc., Honeywell International Inc., The Procter & Gamble Company, General Electric Company and The Dow Chemical Company, where they utilized advanced technologies to improve cost structures and create competitive advantages.

Growth Strategy

Our vision is to be the premier provider of doors and door components for the global door industry. We are committed to executing the following balanced and complementary strategies to continue to further strengthen our leadership positions, create value for our customers, enhance our portfolio of leading brands and achieve our top and bottom line growth objectives.

Develop Innovative, Market-Leading Products

We intend to continue developing new and innovative products to grow our sales and enhance our returns. On average we have introduced more than 200 new products and designs in each of the last three years. We plan to capitalize on the anticipated growth in door demand by continuing to introduce new, value-added products to build upon our comprehensive portfolio of door styles, designs, textures, components, options, applications and materials. We have consistently demonstrated the ability to develop products that are differentiated by compelling design features and recognized for their reliability and quality. For example, we recently introduced the Heritage^® Series of doors that feature recessed, flat panels and sharp, Shaker-style profiles which speak to a clean, modern aesthetic while retaining comfortable familiarity found in today’s interiors.

Expand our Presence in Attractive Markets and Geographies to Accelerate Growth and Improve Margins

We plan to continue to focus our operations on attractive new market and geographic opportunities. For example, we believe we can expand our leading position in the North American architectural wood door market by focusing on strategic sectors within this market, such as education, health care and hospitality and faster growing regions such as the West Coast, Texas and Southeastern United States, although certain of these sectors continue to be affected by budgetary constraints. By expanding our market presence and achieving greater economies of scale, we intend to capitalize on the anticipated recovery in the U.S. architectural construction market. Additionally, we believe we can expand our market growth in the architectural wood door market through the introduction of products with high design and performance attributes by focusing on certain markets within our Europe, Asia and Latin America segment. We are also focused on expanding our business in the residential new construction market and with professional repair, renovation and remodeling contractors, both domestically and internationally.

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Leverage Our Marketing, Sales and Customer Service Activities to Further Drive Sales

We intend to continue to pursue additional growth opportunities by leveraging our extensive sales, marketing and customer service efforts in innovative ways. For example, we have developed several proprietary web-based tools for our customers, including MAX Masonite Xpress Configurator^SM, MC² and MConnect^TM, to enhance communication and information flow with our customers in our wholesale dealer network by providing a more customized buying experience, customer leads and quoting capabilities and simplifying the procurement process. We also intend to capture additional share in the attractive professional repair, renovation and remodeling markets by helping professional contractors produce customized marketing materials to assist them in their sales efforts. In addition, we plan to continue developing effective marketing initiatives to expand our business with professional dealers and homebuilders.

Continue to Pursue Operational Excellence

Since 2006 we have rolled-out Lean Manufacturing and Six Sigma, or Lean Sigma, to 57 facilities, awarded over 700 "belt" certifications to over 500 Masonite employees and saved over $150 million. We plan to continue to use Lean Sigma tools and practices to lower costs, improve customer service and increase profitability through automation, footprint optimization and disciplined operating practices based on continuous improvement across all functional areas of the business. For example, we intend to draw on our experience with our state of the art interior door slab assembly operations in South Carolina to automate other labor-intensive manufacturing processes throughout our production system. We also plan to further optimize our manufacturing and distribution channels to eliminate cost inefficiencies and to better serve customers with shorter lead times and higher quality.

Pursue Strategic Acquisitions to Create Leadership Positions

We intend to continue our disciplined approach to identifying, executing and integrating strategic acquisitions while maintaining a strong balance sheet, although we expect competition for the best candidates. We target companies with differentiated businesses, strong brands, complementary technologies, attractive geographic footprints and opportunities for cost and distribution synergies. For example, from 2011 to 2014 we made eight strategic acquisitions to create leadership positions in (i) the attractive North American architectural wood door and door core market through the acquisitions of Marshfield, Algoma, Baillargeon and Harring, (ii) the North American interior stile and rail residential door market through the acquisitions of Lemieux and the assets of a door manufacturing operation located in Chile for servicing the North American market, (iii) the production and sale of wood veneers with the acquisition of Birchwood and (iv) the United Kingdom exterior residential repair and renovation market with the acquisition of Door-Stop.

Product Lines

Residential Doors

We sell an extensive range of interior and exterior doors in a wide array of designs, materials, and sizes. While substantially all interior doors are made with wood and related materials such as hardboard (including wood composite molded and flat door facings), the use of wood in exterior doors in North America has declined over the last two decades as a result of the increased penetration of steel and fiberglass doors. Our exterior doors are made primarily of steel or fiberglass. Our residential doors are molded panel, flush, stile and rail, routed medium-density fiberboard (“MDF”), steel or fiberglass.

Molded panel doors are interior doors available either with a hollow or solid core and are made by assembling two molded door skin panels around a wood or MDF frame. Molded panel doors are routinely used for closets, bedrooms, bathrooms and hallways. Our molded panel product line is subdivided into four distinct product groups: our original Molded Panel series is a combination of classic styling, durable construction, and variety of design preferred by our customers when price sensitivity is a critical component in the product selection; our Palazzo^® series is comprised of three distinct patented designs that accentuate the beauty and flexibility of molding wood fiber to replicate high end, historically labor intensive door designs; the four doors within our Anniversary Collection^® embody themed, period, and architectural style specific designs; the West End^TM Collection, strengthens our tradition of design innovation by introducing the clean and simple aesthetics found in modern linear designs to the molded panel interior door category; and our newest introduction to the molded panel line, the Heritage^® Series, which features recessed, flat panels and

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sharp, Shaker-style profiles which speak to a clean, modern aesthetic while retaining comfortable familiarity found in today’s interiors. All of our molded panel doors except for the Palazzo^® series can be upgraded with our proprietary, wheat straw based Safe ‘N Sound^® door core or our environmentally friendly Emerald^TM door construction which enables home owners, builders, and architects to meet specific product requirements and “green” specifications to attain LEED certification for a building or dwelling.

Flush interior doors are available either with a hollow or solid core and are made by assembling two facings of plywood, MDF, composite wood, or hardboard over a wood or MDF frame. These doors can either have a wood veneer surface suitable for paint or staining or a composite wood surface suitable for paint. Our flush doors range from base residential flush doors consisting of unfinished composite wood, to the ultrahigh end exotic wood veneer doors.

Stile and rail doors are made from wood or MDF with individual vertical stiles, horizontal rails and panels, which have been cut, milled, veneered, and assembled from lumber such as clear pine, knotty pine, oak and cherry. Within our stile and rail line, glass panels can be inserted to create what is commonly referred to as a French door and we have over 50 glass designs for use in making French doors. Where horizontal slats are inserted between the stiles and rails, the resulting door is referred to as a louver door. For interior purposes stile and rail doors are primarily used for hallways, room dividers, closets and bathrooms. For exterior purposes these doors are used as entry doors with decorative glass inserts (known as lites) often inserted into these doors.

Routed MDF doors are produced by using a computer controlled router carver to machine a single piece of double refined MDF. Our routed MDF door category is comprised of two distinct product lines known as the Bolection^® and Cyma^TM door. The offering of designs in this category is extensive, as the manufacturing of routed MDF doors is based on a routing program where the milling machine selectively removes material to reveal the final design.

Steel doors are exterior doors made by assembling two interlocking steel facings (paneled or flat) or attaching two steel facings to a wood or steel frame and injecting the core with polyurethane insulation. With our functional Utility Steel series, the design centric High Definition family, and the prefinished Sta-Tru^® HD, we offer customers the freedom to select the right combination of design, protection, and compliance required for essentially any paint grade exterior door application. In addition, our product offering is significantly increased through our variety of compatible clear or decorative glass designs.

Fiberglass doors are considered premier exterior doors and are made by assembling two fiberglass door facings to a wood frame or composite material and injecting the core with polyurethane insulation. Led by the Barrington^® door, our fiberglass door lines offer innovative designs, construction, and finishes. The Barrington^® family of doors is specifically designed to replicate the construction, look, and feel of a real wood door. We believe that our patented panel designs, sophisticated wood grain texturing and multiple application-specific construction processes will help our Barrington^® and Belleville^® fiberglass lines retain a distinct role in the exterior product category in the future.

All of our residential doors can be pre-assembled into door frames.

Architectural Doors

Architectural doors are typically highly specified products designed, constructed, and tested to ensure regulatory compliance and that certification requirements such as FSC and LEED certifications are met. We offer an extensive line of architectural interior doors meeting custom market requirements and ranging from the entry level molded panel doors to the high end custom designed flush wood doors with exotic veneer inlay designs. Our architectural doors are molded panel, flush, stile and rail, or routed MDF and can be offered with radiation shielding as well as varying levels of fire and sound rating. Our architectural flush doors can also be produced with a laminate veneer facing. High pressure laminates are used when durability and aesthetics are the customer’s main concern, while low pressure laminates are utilized when consistency in surface color, texture, and value are equal requirements.

Components

In addition to residential and architectural doors, we also sell several door components to the building materials industry. Within the residential new construction market, we provide interior door facings, wheat straw door cores, MDF

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and wood cut-stock components to multiple manufacturers. Within the architectural building construction market, we are a leading component supplier of various critical door components and the largest wood veneer door skin supplier. Additionally, through our architectural door businesses, we are one of the leading providers of mineral and particleboard door cores to the North American door market.

Molded door facings are thin sheets of molded hardboard produced by grinding or defibrating wood chips, adding resin and other ingredients, creating a thick fibrous mat composed of dry wood fibers and pressing the mat between two steel presses to form a molded sheet, the surface of which may be smooth or may contain a wood grain pattern. Following pressing, molded door facings are trimmed, painted and shipped to door manufacturing plants where they are mounted on frames to produce molded doors.

Door framing materials, commonly referred to as cut stock, are wood or MDF components that constitute the frame on which interior and exterior door facings are attached.

Door cores are molded fiber mats or particleboard used in the construction of solid core doors. Where doors must achieve a fire rating higher than 45 minutes, the door core consists of an inert mineral core.

New Products

We develop and engineer innovative products designed to influence the mix of products sold and provide the end user with doors and entry systems that enhance beauty and functionality while creating greater value to our customers. For example, on average we have introduced over 200 new products or product designs in each of the past three years, including the Heritage Collection of doors that feature recessed, flat panels and sharp, Shaker-style profiles which speak to a clean, modern aesthetic while retaining comfortable familiarity found in today’s interiors. We also introduced our Vista Grande line of exterior fiberglass doors that integrate glass into the door in a seamless assembly, giving a wider view through the door and clean, modern design lines. In addition, we introduced our Storm Guard ™ line of fiberglass doors that utilize next-generation fiberglass reinforcement, allowing for a broad range of designs to meet stringent codes in hurricane-prone regions.

More consumers are requesting products that are factory finished and we have introduced two distinct approaches to supplying prefinished doors and entry systems. One is the more traditional and more economical application of applying paints and stains utilizing an automated spray on finish. The other is AvantGuard^TM, a next generation digital ink jet printing technology that applies a superior finish to fiberglass doors that replicates exotic wood species and provides a longer lasting and more durable exterior finish and is available through both our retail and wholesale channel partners.

Sales and Marketing

Our sales and marketing efforts are focused around several key initiatives designed to drive organic growth, influence the mix sold and strengthen our customer relationships.

Multi-Level/Segment Distribution Strategy

We market our products through and to wholesale distributors, retail stores, independent and pro dealers, builders, remodelers, architects, door and hardware distributors and general contractors.

In the residential market, we deploy an “All Products” cross merchandising strategy, which provides our retail and wholesale customers with access to our entire product range. Our “All Products” customers benefit from consolidating their purchases, leveraging our branding, marketing and selling strategies and improving their ability to influence the mix of products sold to generate greater value. We service our big box retail customers directly from our own door fabrication facilities which provide value added services and logistics, including store direct delivery of doors and entry systems and a full complement of in-store merchandising, displays and field service. Our wholesale residential channel customers are managed by our own sales professionals who focus on down channel initiatives designed to ensure our products are “pulled” through our North American wholesale distribution network.

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Our architectural building construction customers are serviced by a separate and distinct sales team providing architects, door and hardware distributors, and general contractors and project owners a wide variety of technical specifications, specific brand differentiation, compliance and regulatory approvals, product application advice and multisegment specialization work across North America. Additionally, our sales team is supported by marketing strategies aimed to drive product specification throughout our value chains via distributors, architects and end users.

Service Innovation

We leverage our marketing, sales and customer service activities to ensure our products are strategically “pulled” through our multiple distribution channels rather than deploying a more common, tactical “push” strategy like some of our competitors. Our marketing approach is designed to increase the value of each and every door opening we fill with our doors and entry systems, regardless of the channel being used to access our products.

Our proprietary web based tools accessible on our website also provide our customers with a direct link to our information systems to allow for accelerated and easier access to a wide variety of information and selling aids designed to increase customer satisfaction. Our web based tools include MConnect, an online service allowing our customers access to several other E-Commerce tools designed to enhance the manufacturer/customer relationship. Once connected to our system, customers have access to MAX, Masonite’s Xpress Door Configurator, a web based tool created to design entry systems and influence the mix, improve selection and ordering processes, reduce order entry and quoting errors, and improve overall communication throughout the channel; MC2, our self-service, custom literature tool; the Product Corner, a section advising customers of the features and benefits of our newest products; Market Intelligence Section, which provides some of the latest economic statistics influencing our industry; the Treasure Chest, which is a collection of discontinued glass products providing customers with promotional based pricing on obsolete products; and Order Tracker, which allows customers to follow their purchase orders through the production process and confirm delivery dates. MConnect^TM, in conjunction with our web site, improves transaction execution, enhances communication and information flow with our customers and their dealers providing a more customized buying experience.

New Market Segments and Geographies

We continue to expand in attractive segments of the residential and architectural door market in North America and in growing international markets.

We plan to expand our leading position in the North American architectural interior wood door market by increasing our focus in specific sectors within the market, such as education, health care and hospitality. We also plan to increase our presence in underserviced growing geographies in the United States such as west of the Rockies, Texas and the Southeast. Additionally, we believe we can expand our market growth in the architectural wood door market through the introduction of products with high design and performance attributes by focusing on certain markets within our Europe, Asia and Latin America segment.

We are also increasing our focus on multi-location in-home remodeling distributors and contractors. This channel is expected to grow with a shift in certain demographics from a “Do it Yourself” to a “Do it For You” offering. Using enhanced marketing, training and e-commerce tools, our teams will target specific multi-location remodeling distributors and contractors thereby increasing our overall presence in the important repair, renovation and remodeling business.

Customers

We sell our products worldwide to more than 7,000 customers. We have developed strong relationships with these customers through our “all products” cross merchandising strategy. Our vertical integration facilitates our all products strategy with our Dorfab facilities in particular providing value-added fabrication and logistical services to our customers, including store delivery of pre-hung interior and exterior doors to our customers in North America. All of our top 20 customers have purchased doors from us for at least 10 years.

Although we have a large number of customers worldwide, our largest customer, The Home Depot, accounted for approximately 17% of our total gross sales in fiscal year 2014. Due to the depth and breadth of the relationship with

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this customer, which operates in multiple North American geographic regions and which sells a variety of our products, our management believes that this relationship is likely to continue.

Distribution

Residential doors are primarily sold through wholesale and retail distribution channels.

• Wholesale. In the wholesale channel, door manufacturers sell their products to homebuilders, contractors, lumber yards, dealers and building products retailers in two-steps or one step. Two-step distributors typically purchase doors from manufacturers in bulk and customize them by installing windows, or “lites,” and pre-hanging them. One-step distributors sell doors directly to homebuilders and remodeling contractors who install the doors.

• Retail. The retail channel generally targets consumers and smaller remodeling contractors who purchase doors through retail home centers and smaller specialty retailers. Retail home centers offer large, warehouse size retail space with large selections, while specialty retailers are niche players that focus on certain styles and types of doors.

Architectural doors are primarily sold through one-step wholesale distribution channels where distributors sell to contractors and installers, or direct from manufacturers to contractors and installers.

Research and Development

We believe we are a leader in technological innovation and development in doors, door components and door entry systems and the manufacturing processes involved in making such products. We believe that research and development is a competitive advantage for us, and we intend to capitalize on our leadership in this area through the development of more new and innovative products. Our research and development and engineering capability enables us to develop and implement product and process improvements related to the manufacturing of our products that enhance manufacturing efficiency and reduce costs.

As an integrated manufacturer, we believe that we are well positioned to take advantage of the growing global demand for a variety of molded door facing designs. This capability is particularly important outside North America where we believe newer molded door designs are rapidly replacing traditional wood doors. We have an internal capability to create new molded door facing designs and manufacture our own molds for use in our own facilities. We believe this provides us with the ability to develop proprietary designs that enjoy a strong identity in the marketplace; more flexibility in meeting customer demand; quicker reaction time in the production of new designs or design changes; and greater responsiveness to customer needs. This capability also enables us to develop and implement product and process improvements with respect to the production of molded door facings and doors which enhance production efficiency and reduce costs.

In the past few years, our research and development activities, which we have concentrated in our 145,245 square foot innovation center in West Chicago, Illinois, have had a significant focus on process and material improvements in our products. These improvements have led to significant reductions in manufacturing costs and improvements in product quality. Research and development activities also resulted in several new products including exterior fiberglass doors with a finish that is applied through digital printing technology and branded under the trademark AvantGuard. We have also directed our design innovation to address the growing need for safety and security, sound dampening and fire and impact resistant products in the architectural wood door market.

Manufacturing Process

Our Manufacturing operations consist of three major manufacturing processes: (1) component manufacturing, (2) door slab assembly and (3) value-added ready to install door fabrication.

We have a leading position in the manufacturing of door components, including internal framing components (stile and rails), glass inserts (lites), door core, interior veneer and molded door facings, and exterior door facings. The

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manufacturing of interior molded door facings is the most complex of these processes requiring a significant investment in large scale wood fiber processing equipment. Interior molded door facings are produced by combining fine wood particles, synthetic resins and other additives under heat and pressure in large multi-opening automated presses utilizing Masonite proprietary steel plates. The facings are then painted, cut and inspected in a second highly automated continuous operation prior to being packed for shipping to our door assembly plants. We operate five interior molded door facing plants around the world, two in North America and one in each of South America, Europe and Asia. Our sole United States based plant in Laurel, Mississippi is the largest door facing plant in the world and we believe one of the most technologically advanced in the industry.

Interior residential hollow and solid core door manufacturing is an assembly operation that is primarily accomplished in the United States through the use of skilled manual labor. In 2012 we invested in a highly automated interior flush and molded door line in Denmark, South Carolina, which uses advanced engineering processes and quality control features. The automated line uses single piece flow principles to assemble doors more quickly and reliably than before, using improved internal components and advanced adhesive technologies. Whether manual or automated, the construction process for a standard flush or molded interior door is based on assembly of door facings and various internal framing and support components, following which doors are trimmed to their final specifications.

The assembly process varies by type of door, from a relatively simple process for flush and molded doors, where the door facings are glued to a wood frame, to more complex processes where many pieces of solid and engineered wood are converted to louver or stile and rail door slabs. Architectural interior doors require another level of customization and sophistication employing the use of solid cores with varying degrees of sound dampening and fire retarding attributes, furniture quality wood veneer facings, as well as secondary machining operations to incorporate more sophisticated commercial hardware, openers and locks.

The manufacturing of steel and fiberglass exterior door slabs is a semi-automated process that entails combining laminated wood or rot free composite framing components between two door facings and then injecting the resulting hollow core structure with insulating polyurethane expanding foam core materials. We invested in fiberglass manufacturing technology, including the vertical integration of our own fiberglass sheet molding compound plant at our Laurel, Mississippi, facility in 2006. In 2008 we consolidated fiberglass slab manufacturing from multiple locations throughout North America into a single highly automated facility in Dickson, Tennessee, significantly improving the reliability and quality of these products while simultaneously lowering cost and reducing lead times.

Short set-up times, proper production scheduling and coordinated material movement are essential to achieve a flexible process capable of producing a wide range of door types, sizes, materials and styles. We make use of our vertically integrated and flexible manufacturing operations together with scalable logistics primarily through the use of common carriers to fill customers’ orders and to minimize our investment in finished goods inventory.

Finally, interior flush and molded, stile and rail, louver and exterior door slabs manufactured at our door assembly plants are either sold directly to our customers or transferred to our door fabrication facilities where value added services are performed. These value added services include machining doors for hinges and locksets, installing the door slabs into ready to install frames, adding glass inserts and side lites, painting and staining, packaging and logistical services to large retail home center customers throughout North America.

Raw Materials

While Masonite is vertically integrated, we require a regular supply of raw materials, such as wood chips and cut stock, various composites, steel, glass, paint, stain and primer as well as petroleum-based products such as binders, resins and plastic injection frames to manufacture and assemble our products. Our materials cost accounts for approximately 55% of the total cost of the finished product. In certain instances, we depend on a single or limited number of suppliers for these supplies. Wood chips, logs, resins, binders and other additives utilized in the manufacturing of interior molded facings, exterior fiberglass door facings and door cores are purchased from global, regional and local suppliers taking into consideration the relative freight cost of these materials. Internal framing components, both solid and finger joint wood along with medium density fiberboard (MDF) cut stock plus internal door cores are manufactured internally at our facilities and supplemented externally as needed from suppliers located throughout the world. We utilize a network of suppliers based in North America, Europe, South America and Asia to purchase other components including

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steel coils for the stamping of steel door facings, MDF, plywood and hardboard facings, door jambs and frames and glass frames and inserts.

Safety

We believe that safety is as important to the success of the company as productivity and quality. We also believe that incidents can be prevented through proper management, employee involvement and attention to detail. Safety programs and training are provided throughout the company to ensure employees and managers have effective tools to help identify and address both unsafe conditions and at-risk behaviors.

Through a sustained commitment to improve our safety performance, we have been successful in reducing the number of injuries sustained by our employees. In 2014, we experienced a total incident rate of 1.6 compared to 3.4 in 2007, despite the fact that during this period we acquired 20 facilities which, at the time of acquisition, had an incident rate of more than twice the Masonite average.

Environmental and Other Regulatory Matters

We strive to minimize any adverse environmental impact our operations might have to our employees, the general public and the communities of which we are a part. We are subject to extensive environmental laws and regulations. The geographic breadth of our facilities subjects us to environmental laws, regulations and guidelines in a number of jurisdictions, including, among others, the United States, Canada, Mexico, the United Kingdom, the Republic of Ireland, France, the Czech Republic, Chile, Malaysia, India and South Africa. Such laws, regulations and guidelines relate to, among other things, the discharge of contaminants into water and air and onto land, the storage and handling of certain regulated materials used in the manufacturing process, waste minimization, the disposal of wastes and the remediation of contaminated sites. Many of our products are also subject to various regulations such as building and construction codes, product safety regulations, health and safety laws and regulations and mandates related to energy efficiency.

Our efforts to ensure environmental compliance include the review of our operations on an ongoing basis utilizing in-house staff and on a selective basis by specialized environmental consultants. The Environmental, Health and Safety team participates in industry groups to monitor developing regulatory actions and actively develop comments on specific issues. Furthermore, for our prospective acquisition targets, environmental assessments are conducted as part of our due diligence review process. Based on recent experience and current projections, environmental protection requirements and liabilities are not expected to have a material effect on our business, capital expenditures, operations or financial position.

In addition to the various environmental laws and regulations, our operations are subject to numerous foreign, federal, state and local laws and regulations, including those relating to the presence of hazardous materials and protection of worker health and safety, consumer protection, trade, labor and employment, tax, and others. We believe we are in compliance in all material respects with existing applicable laws and regulations affecting our operations.

Intellectual Property

In North America, our doors are marketed primarily under the Masonite^®brand. Other North American brands include: Premdor^®, Belleville^®, Barrington^®, Oakcraft^®, Sta-Tru^® HD, AvantGuard^TM, Flagstaff^TM, Hollister^TM, Sierra^TM, Specialty^®, Fast-Frame^TM, Safe ’N Sound^®, Palazzo Series^®, Heritage^®, Bellagio^®, Capri^®, Treviso^TM, Cheyenne^TM, Glenview^TM, Riverside^TM, Saddlebrook^TM, West End^TM, Mohawk^®, Marshfield^®, Birchwood Best^®, Algoma^TM, Novodor^TM, Artisan^TM, Artisan SF^TM, RhinoDoor^TM, Weldrock^TM, Superstile^TM, Unicol^TM, Lemieux^TM and Harring Doors.

In Europe, doors are marketed under the Masonite^®, Premdor^®, Ekem^TM, Fonmarty^TM, Magri^TM, Monnerie^TM, Batimetal^TM, Rabillon^TM, Crosby^TM and Door-Stop^TM brands. We consider the use of trademarks and trade names to be important in the development of product awareness, and for differentiating products from competitors and between customers.

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We protect the intellectual property that we develop through, among other things, filing for patents in the United States and various foreign countries. In the United States, we currently have 192 design patents and design patent applications and 172 utility patents and patent applications. We currently have 105 foreign design patents and patent applications and 359 foreign utility patents and patent applications. Our patents are generally applicable for 14 years and our trademarks and trade names are generally applicable for 5 years and are renewable.

Competition

The North American door industry is highly competitive and includes a number of global and local participants. In the U.S. residential interior door market, the primary participants are Masonite and JELD-WEN, which are the only vertically integrated manufacturers of door facings. There are also a number of smaller competitors in the residential interior door market that primarily source door facings from third party suppliers. In the U.S. residential exterior door market, the primary participants are Masonite, JELD-WEN, Plastpro, Therma-Tru and Feather River. In the U.S. non-residential building construction door market, the primary participants are Masonite, VT Industries, Graham Wood Doors and Eggers Industries. Competition in these markets is primarily based on product quality, design characteristics, brand awareness, service ability, distribution capabilities and value.

We also face competition in the other countries we operate. Competitors based in Canada include other manufacturers that distribute on a national basis as well as smaller regional manufacturers, which focus on particular products. In Europe, South America, Asia and Africa, we face significant competition from a number of regionally based competitors and importers.

There is meaningful competition both in North America and Europe as several firms manufacture similar products using similar raw materials and manufacturing methods. In addition, due to the recent economic downturn there has been excess capacity in the industry.

A large portion of our products are sold through large home centers and other large retailers. The consolidation of our customers and our reliance on fewer larger customers has increased the competitive pressures as some of our largest customers, such as The Home Depot, perform periodic product line reviews to assess their product offerings.

We are one of the largest manufacturers of molded door facings in the world. The rest of the industry consists of one other large, integrated door manufacturer and a number of smaller regional manufacturers. Competition in the molded door facing business is based on quality, price, product design, logistics and customer service. We produce molded door facings to meet our own requirements and outside of North America we serve as an important supplier to the door industry at large. We manufacture molded door facings at our facilities in Mississippi, Ireland, Chile, Canada and Malaysia.

Employees

As of December 28, 2014, we employed approximately 10,300 employees and contract laborers. This includes approximately 3,500 unionized employees, approximately half of whom are located in various foreign locations with the remainder in North America. Employees in many European countries participate in industry-wide unions with centralized bargaining. Local issues are, however, typically negotiated separately.

History and Reporting Status

Masonite was founded in 1925 in Laurel, Mississippi, by William H. Mason, to utilize vastly available quantities of sawmill waste to manufacture a usable end product. Masonite was acquired by Premdor from International Paper Company in August 2001.

Prior to 2005, Masonite was a public company with shares of our predecessor’s common stock listed on both the New York and Toronto Stock Exchanges. In March 2005, we were acquired by an affiliate of Kohlberg Kravis Roberts & Co. L.P.

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On March 16, 2009, Masonite International Corporation and several affiliated companies, voluntarily filed to reorganize under the Company's Creditors Arrangement Act, or the CCAA in Canada in the Ontario Superior Court of Justice. Additionally, Masonite International Corporation and Masonite Inc. (the former parent of the Company) and all of its U.S. subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court in the District of Delaware. On June 9, 2009, we emerged from reorganization proceedings under the CCAA in Canada and under Chapter 11 of the U.S. Bankruptcy Code in the United States.

Effective July 4, 2011, pursuant to an amalgamation under the Business Corporations Act (British Columbia), Masonite Inc. amalgamated with Masonite International Corporation to form an amalgamated corporation named Masonite Inc., which then changed its name to Masonite International Corporation.

On September 9, 2013, our shares commenced listing on the New York Stock Exchange under the symbol "DOOR" and we became subject to periodic reporting requirements under the United States federal securities laws. We are currently not a reporting issuer, or the equivalent, in any province or territory of Canada and our shares are not listed on any recognized Canadian stock exchange.

Our United States executive offices are located at One Tampa City Center, 201 North Franklin Street, Suite 300, Tampa, Florida 33602 and our Canadian executive offices are located at 2771 Rutherford Road, Concord, Ontario L4K 2N6 Canada.

Available Information

We make our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 available through our website, free of charge, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission. Our website is www.masonite.com. Information on our website does not constitute part of this Annual Report on Form 10-K.

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Item 1A. Risk Factors

You should carefully consider the following factors in addition to the other information set forth in this Annual Report before investing in our common shares. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties that we do not presently know about or that we currently believe are immaterial may also adversely impact our business operations. If any of the following risks actually occur, our business, financial condition or results of operations would likely suffer. In such case, the trading price of our common shares could fall, and you may lose all or part of your investment.

Risks Related to Our Business

Downward trends in our end markets or in economic conditions could negatively impact our business and financial performance.

Our business may be adversely impacted by changes in United States, Canadian, European, Asian, South American or global economic conditions, including inflation, deflation, interest rates, availability and cost of capital, consumer spending rates, energy availability and costs, and the effects of governmental initiatives to manage economic conditions. Volatility in the financial markets in the regions in which we operate and the deterioration of national and global economic conditions have in the past and could in the future materially adversely impact our operations, financial results and liquidity.

Trends in our primary end markets (residential new construction, repair, renovation and remodeling and non-residential building construction) directly impact our financial performance because they are directly correlated to the demand for doors and door components. Accordingly, the following factors may have a direct impact on our business in the countries and regions in which our products are sold:

• the strength of the economy;

• 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;

• non-residential building occupancy rates;

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

• the availability and cost of credit;

• employment rates and consumer confidence; and

• demographic factors such as immigration and migration of the population and trends in household formation.

In the United States, the housing market crisis has had a negative impact on residential housing construction and related product suppliers and the housing market remains volatile. In addition, the current housing recovery is characterized by an increased number of multi-family new construction starts, which generally use fewer of our products and generate less net sales at a lower margin as compared to typical single family homes.

In many of the non-North American markets in which we manufacture and sell our products, including the United Kingdom, France, the Republic of Ireland, the Czech Republic, Chile, India, Malaysia and South Africa, economic conditions have deteriorated as various countries are suffering from the after effects of the global financial downturn that began in the United States in 2006. Our non-North American markets were acutely affected by the housing downturn and continue to suffer from excess capacity in housing and building products, including doors and door products, which may make it difficult for us to raise prices. Due in part to both market and operating conditions, we exited certain markets in the past several years, including the Ukraine, Turkey, Romania, Hungary, Poland and Israel. We continue to evaluate such market and operating conditions and may take similar actions in the future.

Our relatively narrow focus within the building products industry amplifies the risks inherent in a prolonged global market downturn. The impact of this weakness on our net sales, net income and margins will be determined by many factors, including industry capacity, industry pricing, and our ability to implement our business plan.

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Increases in mortgage rates, changes in mortgage interest deductions 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 sales and profitability.

In general, demand for new homes and home improvement products may be adversely affected by increases in mortgage rates and the reduced availability of consumer financing. Currently, mortgage rates are near historic lows and will likely increase in the future. If mortgage 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.

Members of Congress and government officials have from time to time suggested the elimination of the mortgage interest deduction for federal income tax purposes, either entirely or in part, based on borrower income, type of loan or principal amount. Future changes in policies set to encourage home ownership and improvement, such as changes to the tax rules allowing for deductions of mortgage interest, may adversely impact demand for our products and have a material adverse impact on us.

Our performance may also depend upon consumers having the ability to finance the purchase of new homes and other buildings and repair and remodeling projects with credit from third-parties. The ability of consumers to finance these purchases is affected by such factors as new and existing home prices, homeowners’ equity values, interest rates and home foreclosures. Adverse developments affecting any of these factors could result in a tightening of lending standards by financial institutions and reduce the ability of some consumers to finance home purchases or repair and remodeling expenditures. The most recent economic downturn, including declining home and other building values, increased home foreclosures and tightening of credit standards by lending institutions, have negatively impacted the home and other building new construction and repair and remodeling sectors. If these credit market trends continue or worsen, our net sales and net income may be adversely affected.

We operate in a competitive business environment. If we are unable to compete successfully, we could lose customers and our sales could decline.

The building products industry is highly competitive. Some of our principal competitors may have greater financial, marketing and distribution resources than we do and may be less leveraged than we are, providing them with more flexibility to respond to new technology or shifting consumer demand. Accordingly, these competitors may be better able to withstand changes in conditions within the industry in which we operate and may have significantly greater operating and financial flexibility than we do. Also, certain of our competitors continue to have excess production capacity, which has led to pressure to decrease prices in order for us to remain competitive and has limited our ability to raise prices even in markets where economic and market conditions have improved. For these and other reasons, these competitors could take a greater share of sales and cause us to lose business from our customers or hurt our margins.

As a result of this competitive environment, we face pressure on the sales prices of our products. Because of these pricing pressures, we may in the future experience continued limited growth and reductions in our profit margins, sales or cash flows, and may be unable to pass on future raw material price, labor cost and other input cost increases to our customers which would also reduce profit margins.

Because we depend on a core group of significant customers, our sales, cash flows from operations and results of operations may be negatively affected if our key customers reduce the amount of products they purchase from us.

Our customers consist mainly of wholesalers and retail home centers. Our top ten major customers together accounted for approximately 38% of our net sales in fiscal year 2014, while our largest customer, The Home Depot, accounted for approximately 17% of our net sales in fiscal year 2014. We expect that a small number of customers will continue to account for a substantial portion of our net sales for the foreseeable future. However, net sales from customers that have accounted for a significant portion of our net 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 largest customer, The Home Depot, performs periodic line reviews to assess its product offerings, which have, on past occasions, led to loss of business and pricing pressures. In addition, as a result of competitive bidding processes, we may not be able to increase or maintain the margins at which we sell our products to our most significant customers.

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Moreover, if any of these customers fails to remain competitive in the respective markets or encounters financial or operational problems, our net sales and profitability may decline. 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. Therefore, we could lose a significant customer with little or no notice. The loss of, or a significant adverse change in, our relationships with The Home Depot or any other major customer could cause a material decrease in our net sales.

Our competitors may adopt more aggressive sales policies and devote greater resources to the development, promotion and sale of their products than we do, which could result in a loss of customers. The loss of, or a reduction in orders from, any significant customers, losses arising from customer disputes regarding shipments, fees, merchandise condition or related matters, or our inability to collect accounts receivable from any major customer, could have a material adverse effect on us. Also, we have no operational or financial control over these customers and have limited influence over how they conduct their businesses.

Consolidation of our customers and their increasing size could adversely affect our results of operations.

In many of the countries in which we operate, an increasingly large number of building products are sold through large retail home centers and other large retailers. In addition, we have experienced consolidation of distributors in our wholesale distribution channel and among businesses operating in different geographic regions resulting in more customers operating nationally and internationally. If the consolidation of our customers and distributors were to continue, leading to the further increase of their size and purchasing power, we may be challenged to continue to provide consistently high customer service levels for increasing sales volumes, while still offering a broad portfolio of innovative products and on-time and complete deliveries. If we fail to provide high levels of service, broad product offerings, competitive prices and timely and complete deliveries, we could lose a substantial amount of our customer base and our profitability, margins and net sales could decrease.

If we are unable to accurately predict future demand preferences for our products, our business and results of operations could be materially affected.

A key element to our continued success is the ability to maintain accurate forecasting of future demand preferences for our products. Our business in general is subject to changing consumer and industry trends, demands and preferences. Changes to consumer shopping habits and potential trends towards "online" purchases could also impact our ability to compete as we currently sell our products exclusively through our distribution channel. Our continued success depends largely on the introduction and acceptance by our customers of new product lines and improvements to existing product lines that respond to such trends, demands and preferences. Trends within the industry change often and our failure to anticipate, identify or quickly react to changes in these trends could lead to, among other things, rejection of a new product line and reduced demand and price reductions for our products, and could materially adversely affect us. In addition, we are subject to the risk that new products could be introduced that would replace or reduce demand for our products. Furthermore, new proprietary designs and/or changes in manufacturing technologies may render our products obsolete or we may not be able to manufacture products or designs at prices that would be competitive in the marketplace. We may not have sufficient resources to make necessary investments or we may be unable to make the investments or acquire the intellectual property rights necessary to develop new products or improve our existing products.

Our business is seasonal which may affect our net sales, cash flows from operations and results of operations.

Our business is moderately seasonal and our sales vary from quarter to quarter based upon the timing of the building season in our markets. Severe weather conditions in any quarter, such as unusually prolonged warm or cold conditions, rain, blizzards or hurricanes, could accelerate, delay or halt construction and renovation activity. The impact of these types of events on our business may adversely impact our sales, cash flows from operations and results of operations. If sales were to fall substantially below what we would normally expect during certain periods, our annual financial results would be adversely impacted. Moreover, our facilities are vulnerable to severe weather conditions.

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A disruption in our operations could materially affect our operating results.

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, particularly at one or more of our door facing facilities or architectural door plants, such as when Marshfield experienced an autoclave explosion in July 2011, prior to our acquisition, or when our mill located in Estcourt, South Africa, experienced an explosion in its power plant in 2014, it could delay shipment of merchandise to our customers, damage our reputation or otherwise have a material adverse effect on our financial condition and results of operations. Closure of one of our door facing facilities, which are our most capital intensive and least replaceable production facilities, could have a substantial negative effect on our earnings.

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 affect our operating results. The United States has entered into, and may enter into, additional armed conflicts which could have a further impact on our sales and our ability to deliver product to our customers in the United States and elsewhere. Political and economic instability in some regions of the world, including the current instabilities in the Middle East and North Africa, may also negatively impact 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 United States and worldwide financial markets and economy. They could also result in economic recession in the United States or abroad. Any of these occurrences could have a significant impact on our operating results.

Manufacturing realignments may result in a decrease in our short-term earnings, until the expected cost reductions are achieved, as well as reduce our flexibility to respond quickly to improved market conditions.

We continually review our manufacturing operations and sourcing capabilities. 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 cost reductions are achieved. We also cannot assure you we will achieve all of our cost savings. Such programs may include the consolidation, integration and upgrading of facilities, functions, systems and procedures. The success of these efforts will depend in part on market conditions, and such actions may not be accomplished as quickly as anticipated and the expected cost reductions may not be achieved or sustained.

In connection with our manufacturing realignment and cost savings programs, we have closed or consolidated a substantial portion of our global operations and significantly reduced our personnel, which may reduce our flexibility to respond quickly to improved market conditions. As a result, a failure to anticipate a sharp increase in levels of residential new construction, residential repair, renovation and remodeling and non-residential building construction activity could result in operational difficulties, adversely impacting our ability to provide our products to our customers. This may result in the loss of business to our competitors in the event they are better able to forecast or respond to market demand. There can be no assurance that we will be able to accurately forecast the level of market demand or react in a timely manner to such changes, which may have a material adverse effect on our business, financial condition and results of operations.

We are subject to the credit risk of our customers.

We provide credit to our customers in the normal course of business. We generally do not require collateral in extending such credit. An increase in the exposure, coupled with material instances of default, could have a material adverse effect on our business, financial condition, results of operations and cash flow.

Increased prices for raw materials or finished goods used in our products or interruptions in deliveries of raw materials or finished goods could adversely affect our profitability, margins and net sales.

Our profitability is affected by the prices of raw materials and finished goods used in the manufacture of our products. These prices have fluctuated and may continue to fluctuate based on a number of factors beyond our control,

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including world oil prices, changes in supply and demand, general economic or environmental conditions, labor costs, competition, import duties, tariffs, currency exchange rates and, in some cases, government regulation. The commodities we use may undergo major price fluctuations and there is no certainty that we will be able to pass these costs through to our customers. Significant increases in the prices of raw materials or finished goods are more difficult to pass through to customers in a short period of time and may negatively impact our short-term profitability, margins and net sales. In the current competitive environment, opportunities to pass on these cost increases to our customers may be limited.

We require a regular supply of raw materials, such as wood, wood composites, cut stock, steel, glass, core material, paint, stain and primer as well as petroleum-based products such as binders, resins and frames. In certain instances, we depend on a single or limited number of suppliers for these supplies. 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 obtain additional raw materials to respond to shifting or increased demand. Our dependency upon regular deliveries from particular suppliers means that interruptions or stoppages in such deliveries could adversely affect our operations until arrangements with alternate suppliers could be made. Furthermore, because our products and the components of some of our products are subject to regulation, such alternative suppliers, even if available, may not be substituted until regulatory approvals for such substitution are received, thereby delaying our ability to respond to supply changes. Moreover, some of our raw materials, especially those that are petroleum or chemical based, interact with other raw materials used in the manufacture of our products and therefore significant lead time may be required to procure a compatible substitute. Substitute materials may also not be of the same quality as our original materials.

If any of our suppliers were unable to deliver materials to us for an extended period of time (including as a result of delays in land or sea shipping), or if we were unable to negotiate acceptable terms for the supply of materials with these or alternative suppliers, our business could suffer. In the future, we may not be able to find acceptable supply alternatives, and any such alternatives could result in increased costs for us. Even if acceptable alternatives are found, the process of locating and securing such alternatives might be disruptive to our business.

Furthermore, raw material prices could increase, and supply could decrease, if other industries compete with us for such materials. For example, we are highly dependent upon our supply of wood chips used for the production of our door facings and wood composite materials. In Europe, we are experiencing supply pressure and increased prices for wood chips due to the high demand for wood chips for alternative energy applications. Failure to obtain significant supply may disrupt our operations and even if we are able to obtain sufficient supply, we may not be able to pass increased supply costs on to our customers in the form of price increases, thereby resulting in reduced margins and profits.

A rapid and prolonged increase in fuel prices may significantly increase our costs and have an adverse impact on our results of operations.

Fuel prices remain volatile and are significantly influenced by international, political and economic circumstances. While fuel prices have recently fallen, this decline may not be permanent and if price increases were to arise for any reason, including fuel supply shortages or unusual price volatility, the resulting higher fuel prices could materially increase our shipping costs, adversely affecting our results of operations. In addition, competitive pressures in our industry may have the effect of inhibiting our ability to reflect these increased costs in the prices of our products.

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, impacts of terrorism, breaches in security (such as the actions of computer hackers), natural disasters, or other disasters. We have not experienced any material breaches in security in our recent history. Our information technology systems allow us 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. For example, we are in the

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process of implementing a new enterprise resource planning system in our architectural business. 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 recent technological initiatives and increasing dependence on technology may exacerbate this risk.

Increases in labor costs, potential labor disputes and work stoppages at our facilities or the facilities of our suppliers could materially adversely affect our financial performance.

Our financial performance is affected by the availability of qualified personnel and the cost of labor. We have approximately 10,300 employees worldwide, including approximately 3,500 unionized workers. Employees represented by these unions are subject to collective bargaining agreements that are subject to periodic negotiation and renewal, including our agreements with employees and their respective work councils in Chile, France, Mexico, United Kingdom and South Africa which are subject to annual negotiation. 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. If our workers were to engage in strikes, such as the four week labor strike we experienced at our South African facility in 2011, a work stoppage or other slowdowns, we could also experience disruptions of our operations. Such disruptions could result in a loss of business and an increase in our operating expenses, which could reduce our net sales 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 and customers also have unionized workforces. Strikes, work stoppages or slowdowns experienced by these suppliers and customers could result in slowdowns or closures of facilities where components of our products are manufactured or delivered. For example, a national transportation workers’ strike in South Africa in the third and fourth quarters of 2012 adversely impacted our net sales. Any interruption in the production or delivery of these components could reduce sales, increase costs and have a material adverse effect on us.

Our pension obligations are currently underfunded. We may have to make significant cash payments to our pension plans, which would reduce the cash available for our business.

As of December 28, 2014, our accumulated benefit obligations under our United States and United Kingdom defined benefit pension plans exceeded the fair value of plan assets by $25.6 million and $8.5 million, respectively. During the years ended December 28, 2014, December 29, 2013 and December 30, 2012, we contributed $5.4 million, $3.2 million and $6.3 million, respectively, to the United States pension plan and $0.8 million, $0.9 million and $0.8 million, respectively, to the United Kingdom pension plan. Additional contributions will be required in future years. We currently anticipate making $5.2 million and $0.8 million of contributions to our United States and United Kingdom pension plans, respectively, in 2015. If the performance of the assets in our pension plans does not meet our expectations or other actuarial assumptions are modified, our contributions to our pension plans could be materially higher than we expect, which would reduce the cash available for our businesses. In addition, our United States pension plans are subject to Title IV of the United States Employee Retirement Income Security Act of 1974, or ERISA. Under ERISA, the Pension Benefit Guaranty Corporation, or the PBGC, generally has the authority to terminate an underfunded pension plan if the possible long-run loss to the PBGC with respect to the plan may reasonably be expected to increase substantially if the plan is not terminated. In the event our pension plans are terminated for any reason while the plans are underfunded, we may incur a liability to the PBGC which could be equal to the entire amount of the underfunding.

Our recent acquisitions and any future acquisitions, if available, could be difficult to integrate and could adversely affect our operating results.

In the past several years we completed several strategic acquisitions of door and door component manufacturers in North America and the United Kingdom. Historically, we have made acquisitions to vertically integrate and expand our operations, such as our acquisitions of Harring Doors Corporation ("Harring") and Door-Stop International Limited ("Door-Stop") in 2014; the assets of a door manufacturing operation located in Chile (the “Chile” acquisition) in 2013; Portes Lemieux Inc. (“Lemieux”), Algoma Holding Company (“Algoma”), and Les Portes Baillargeon, Inc. (“Baillargeon”) in 2012; and Birchwood Lumber & Veneer Co., Inc. (“Birchwood”) and Porta Industries, Inc.

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(“Marshfield”) in 2011. From time to time, we have evaluated and we continue to evaluate possible acquisition transactions on an on-going basis. At any time we may be engaged in discussions or negotiations with respect to possible acquisitions or may have entered into non-binding letters of intent. As part of our strategy, we expect to continue to pursue complementary acquisitions and investments and may expand into product lines or businesses with which we have little or no operating experience. For example, future acquisitions may involve building product categories other than doors. We may also engage in further vertical integration. However, we may face competition for attractive targets and we may not be able to source appropriate acquisition targets at prices acceptable to us, or at all. In addition, in order to pursue our acquisition strategy, we will need significant liquidity, which, as a result of the other factors described herein, may not be available on terms favorable to us, or at all.

Our recent and any future acquisitions involve a number of risks, including:

• our inability to integrate the acquired business;

• our inability to manage acquired businesses or control integration and other costs relating to acquisitions;

• our lack of experience with a particular business should we invest in a new product line;

• diversion of management attention;

• our failure to achieve projected synergies or cost savings;

• impairment of goodwill affecting our reported net income;

• our inability to retain the management or other key employees of the acquired business;

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

• our inability to retain customers of our acquired companies;

• risks associated with the internal controls of acquired companies;

• exposure to legal claims for activities of the acquired business prior to the acquisition;

• our due diligence procedures could fail to detect material issues related to the acquired business;

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

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

• the performance of any acquired business could be lower than we anticipated; and

• our inability to enforce indemnifications and non-compete agreements.

The integration of any future acquisition into our business will likely require substantial time, effort, attention and dedication of management resources and may distract our management in unpredictable ways from our ordinary operations. The integration may also result in consolidation of certain existing operations. If we cannot successfully execute on our investments on a timely basis, we may be unable to generate sufficient net sales to offset acquisition, integration or expansion costs, we may incur costs in excess of what we anticipate, and our expectations of future results of operations, including cost savings and synergies, may not be achieved. If we are not able to effectively manage recent or future acquisitions or realize their anticipated benefits, it may harm our results of operations.

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

We have operations in the United States, Canada, Europe and, to a lesser extent, other foreign jurisdictions. In the year endedDecember 28, 2014, approximately 76.0% of our net sales were in North America, 21.0% in Europe, Asia and Latin America and 3.0% in Africa. 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.

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These risks include:

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

• trade protection measures and import or export licensing requirements;

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

• the imposition of tariffs or other restrictions;

• difficulty in staffing and managing widespread operations and the application of foreign labor regulations;

• required compliance with a variety of foreign laws and regulations; and

• changes in general economic and political conditions in countries where we operate.

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 on our business as a whole.

Fluctuating exchange and interest rates could adversely affect our financial results.

Our financial results may be adversely affected by fluctuating exchange rates. Net sales generated outside of the United States were approximately 42% for the year ended December 28, 2014. In addition, a significant percentage of our costs during the same period were not denominated in U.S. dollars. For example, for most of our manufacturing facilities, the prices for a significant portion of our raw materials are quoted in the domestic currency of the country where the facility is located or other currencies that are not U.S. dollars. We also have substantial assets outside the United States. As a result, the volatility in the price of the U.S. dollar has exposed, and in the future may continue to expose, us to currency exchange risks. For example, we are subject to currency exchange rate risk to the extent that some of our costs will be denominated in currencies other than those in which we earn revenues. Also, since our financial statements are denominated in U.S. dollars, changes in currency exchange rates between the U.S. dollar and other currencies have had, and will continue to have, an impact on many aspects of our financial results. Changes in currency exchange rates for any country in which we operate may require us to raise the prices of our products in that country and may result in the loss of business to our competitors that sell their products at lower prices in that country.

Moreover, as our current indebtedness is denominated in a currency that is different from the currencies in which we derive a significant portion of our net sales, we are also exposed to currency exchange rate risk with respect to those financial obligations. When the outstanding indebtedness is repaid, we may be subject to taxes on any corresponding foreign currency gain.

Borrowings under our current ABL Facility are incurred at variable rates of interest, which exposes us to interest rate fluctuation risk. If interest rates increase, the payments we are required to make on any variable rate indebtedness will increase.

We may fail to continue to innovate, face claims that we infringe third party intellectual property rights, or be unable to protect our intellectual property from infringement by others except by incurring substantial costs as a result of litigation or other proceedings relating to patent or trademark rights, any of which could cause our net sales or profitability to decline.

Our continued success depends on our ability to develop and introduce new or improved products, to improve our manufacturing and product service processes, and to protect our rights to the technologies used in our products. If we fail to do so, or if existing or future competitors achieve greater success than we do in these areas, our results of operations and our profitability may decline.

We rely on a combination of United States, Canadian and, to a lesser extent, European patent, trademark, copyright and trade secret laws as well as licenses, nondisclosure, confidentiality and other contractual restrictions to protect certain aspects of our business. We have registered trademarks, copyrights and our patent and trademark applications may not be allowed by the applicable governmental authorities to issue as patents or register as trademarks at all, or in a form that will be advantageous to us. In addition, we have selectively pursued patent and trademark protection, and in some instances we may not have registered important patent and trademark rights in these and other

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countries. 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 upon our technologies or under our brand or trade names outside the jurisdictions in which we are protected. This could impede our growth in existing regions and into new regions, create confusion among consumers and result in a greater supply of similar products that could erode prices for our protected products.

Our success depends in part on our ability to protect our patents, trademarks, copyrights, trade secrets and licensed intellectual property from unauthorized use by others. We cannot be sure that the patents we have obtained, or other protections such as confidentiality, trade secrets and copyrights, will be adequate to prevent imitation of our products by others. If we are unable to protect our products through the enforcement of intellectual property rights, our ability to compete based on our current advantages may be harmed. If we fail to prevent substantial unauthorized use of our trade secrets, we risk the loss of those intellectual property rights and whatever competitive advantage they embody.

Although we are not aware that any of our products or intellectual property rights materially infringe upon the proprietary rights of third parties, third parties may accuse us of infringing or misappropriating their patents, trademarks, copyrights or trade secrets. Third parties may also challenge our trademark rights and branding practices in the future. We may be required to institute or defend litigation to defend ourselves from such accusations or to enforce our patent, trademark and copyright rights from unauthorized use by others, which, regardless of the outcome, could result in substantial costs and diversion of resources and could negatively affect our competitive position, sales, profitability and reputation. If we lose a patent infringement suit, we may be liable for money damages and be enjoined from selling the infringing product unless we can obtain a license or are able to redesign our product to avoid infringement. A license may not be available at all or on terms acceptable to us, and we may not be able to redesign our products to avoid any infringement, which could negatively affect our profitability. In addition, our patents, trademarks and other proprietary rights may be subject to various attacks claiming they are invalid or unenforceable. These attacks might invalidate, render unenforceable or otherwise limit the scope of the protection that our patents and trademarks afford. If we lose the use of a product name, our efforts spent building that brand may be lost and we will have to rebuild a brand for that product, which we may or may not be able to do. Even if we prevail in a patent infringement suit, there is no assurance that third parties will not be able to design around our patents, which could harm our competitive position.

If we are unable to replace our expiring patents, our ability to compete both domestically and internationally will be harmed. In addition, our products face the risk of obsolescence, which, if realized, could have a material adverse effect on our business.

We depend on our door manufacturing intellectual property and products to generate revenue. Some of our patents will begin to expire in the next several years. While we will continue to work to add to our patent portfolio to protect the intellectual property of our products, we believe it is possible that new competitors will emerge in door manufacturing. We do not know whether we will be able to develop additional proprietary designs, processes or products. If any protection we obtain is reduced or eliminated, others could use our intellectual property without compensating us, resulting in harm to our business. Moreover, as our patents expire, competitors may utilize the information found in such patents to commercialize their own products. While we seek to offset the losses relating to important expiring patents by securing additional patents on commercially desirable improvements, and new products, designs and processes, there can be no assurance that we will be successful in securing such additional patents, or that such additional patents will adequately offset the effect of the expiring patents.

Further, we face the risk that third parties will succeed in developing or marketing products that would render our products obsolete or noncompetitive. New, less expensive methods could be developed that replace or reduce the demand for our products or may cause our customers to delay or defer purchasing our products. Accordingly, our success depends in part upon our ability to respond quickly to market changes through the development and introduction of new products. The relative speed with which we can develop products, complete regulatory clearance or approval processes and supply commercial quantities of the products to the market are expected to be important competitive factors. Any delays could result in a loss of market acceptance and market share. We cannot provide assurance that our new product development efforts will result in any commercially successful products.

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We may be the subject of product liability claims or product recalls, we may not accurately estimate costs related to such claims or recalls, and we may not have sufficient insurance coverage available to cover potential liabilities.

Our products are used and have been used in a wide variety of residential and architectural applications. We face an inherent business risk of exposure to product liability or other claims, including class action lawsuits, in the event our products are alleged to be defective or that the use of our products is alleged to 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 net 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 or that exceeds our established reserves could materially and adversely impact our 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 of warranty or breach of contract 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.

The loss of certain members of our management may have an adverse effect on our operating results.

Our success will depend, in part, on the efforts of our senior management and other key employees. These individuals possess sales, marketing, engineering, manufacturing, financial and administrative skills and know-how that are critical to the operation of our business. If we lose or suffer an extended interruption in the services of one or more of our senior officers or other key employees, our financial condition and results of operations may be negatively affected. Moreover, the pool of qualified individuals may be highly competitive and we may not be able to attract and retain qualified personnel to replace or succeed members of our senior management or other key employees, should the need arise. 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.

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

We operate facilities in 10 countries and sell our products in 80 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 connection with these activities, we are subject to the United States Foreign Corrupt Practices Act, or the FCPA, the United Kingdom Bribery Act and other anti-bribery laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by United States and other business entities for the purpose of obtaining or retaining business, or otherwise receiving discretionary favorable treatment of any kind and requires the maintenance of internal controls to prevent such payments. In particular, we may be held liable for actions taken by our local partners and agents in foreign countries where we operate, even though such parties are not always subject to our control. As part of our Masonite Values Operating Guide we have established FCPA and other anti-bribery policies and procedures and offer several channels for raising concerns in an effort to comply with applicable U.S. and international laws and regulations. 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 results of operations and financial condition.

As we continue to expand our business globally, 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

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North America and our financial condition and results of operations. In addition, any acquisition of businesses with operations outside of North America may exacerbate this risk.

Environmental requirements and other government regulation may impose significant environmental and legal compliance costs and liabilities on us.

Our operations are subject to numerous Canadian (federal, provincial and local), United States (federal, state and local), European (European Union, national and local) and other laws and regulations relating to pollution and the protection of human health and the environment, including, without limitation, those governing emissions to air, discharges to water, storage, treatment and disposal of waste, releases of contaminants or hazardous or toxic substances, remediation of contaminated sites and protection of worker health and safety. From time to time, our facilities are subject to investigation by governmental regulators. Despite our efforts to comply with environmental requirements, we are at risk of being subject to civil, administrative or criminal enforcement actions, of being held liable, of being subject to an order or of incurring costs, fines or penalties for, among other things, releases of contaminants or hazardous or toxic substances occurring on or emanating from currently or formerly owned or operated properties or any associated offsite disposal location, or for contamination discovered at any of our properties from activities conducted by us or by previous occupants. Although, with the exception of costs incurred relating to compliance with Maximum Achievable Control Technology requirements (as described below), we have not incurred significant costs for environmental matters in prior years, future expenditures required to comply with any changes in environmental requirements are anticipated to be undertaken as part of our ongoing capital investment program, which is primarily designed to improve the efficiency of our various manufacturing processes. The amount of any resulting liabilities, costs, fines or penalties may be material.

In addition, the requirements of such laws and enforcement policies have generally become more stringent over time. Changes in environmental laws and regulations or in their enforcement or the discovery of previously unknown or unanticipated contamination or non-compliance with environmental laws or regulations relating to our properties or operations could result in significant environmental liabilities or costs which could adversely affect our business. In addition, we might incur increased operating and maintenance costs and capital expenditures and other costs to comply with increasingly stringent air emission control laws or other future requirements (such as, in the United States, those relating to compliance with Maximum Achievable Control Technology requirements under the Clean Air Act, for which we made capital expenditures totaling approximately $49 million from 2008 through 2010), which may decrease our cash flow. Also, discovery of currently unknown or unanticipated conditions could require responses that would result in significant liabilities and costs. Accordingly, we are unable to predict the ultimate costs of compliance with or liability under environmental laws, which may be larger than current projections.

Changes in government regulation may have a material effect on our results of operations.

Our manufacturing facilities are subject to numerous foreign, federal, state and local laws and regulations, including those relating to the presence of hazardous materials and protection of worker health and safety. Liability under these laws involves inherent uncertainties. Changes in such laws and regulations or in their enforcement could significantly increase our costs of operations which could adversely affect our business. Violations of health and safety laws are subject to civil, and, in some cases, criminal sanctions. As a result of these uncertainties, we may incur unexpected interruptions to operations, fines, penalties or other reductions in income which could adversely impact our business, financial condition and results of operations.

Further, in order for our products to obtain the energy efficient “ENERGYSTAR” label, they must meet certain requirements set by the Environmental Protection Agency, or the EPA. Changes in the energy efficiency requirements established by the EPA for the ENERGYSTAR label could increase our costs, and, if there is a lapse in our ability to label our products as such or we are not able to comply with the new standards at all, negatively affect our net sales and results of operations.

Moreover, many of our products are regulated by building codes and require specific fire, penetration or wind resistance characteristics. A change in the building codes could have a material impact on the manufacturing cost for these products, which we may not be able to pass on to our customers.

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In addition, changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act, the Dodd-Frank Act and related regulations implemented by the Securities and Exchange Commission, or the SEC, and the stock exchanges are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. We are currently evaluating and monitoring developments with respect to new and proposed rules and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed. We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and attract and retain qualified executive officers.

To service our consolidated indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control, and any failure to meet our debt service obligations could harm our business, financial condition and results of operations.

Our estimated annual payment obligation for 2015 with respect to our consolidated indebtedness is $41.3 million of interest payments. If we draw funds under the ABL Facility, we will incur additional interest expense. Our ability to pay interest on and principal of the senior notes and our ability to satisfy our other debt obligations will principally depend upon our future operating performance. As a result, prevailing economic conditions and financial, business and other factors, many of which are beyond our control, will affect our ability to make these payments.

If we do not generate sufficient cash flow from operations to satisfy our consolidated debt service obligations, we may have to undertake alternative financing plans, such as refinancing or restructuring our indebtedness, selling assets, reducing or delaying capital investments or seeking to raise additional capital. Our ability to restructure or refinance our debt will depend on the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. In addition, the terms of existing or future debt instruments, including the ABL Facility and the indenture governing the senior notes, may restrict us from adopting some of these alternatives. If we are unable to generate sufficient cash flow to satisfy our debt service obligations, or to refinance our obligations on commercially reasonable terms, it would have an adverse effect, which could be material, on our business, financial condition and results of operations.

Under such circumstances, we may be unable to comply with the provisions of our debt instruments, including the financial covenants in the ABL Facility. If we are unable to satisfy such covenants or other provisions at any future time, we would need to seek an amendment or waiver of such financial covenants or other provisions. The lenders under the ABL Facility may not consent to any amendment or waiver requests that we may make in the future, and, if they do consent, they may not do so on terms which are favorable to us. The lenders will also have the right in these circumstances to terminate any commitments they have to provide further borrowings. If we are unable to obtain any such waiver or amendment, our inability to meet the financial covenants or other provisions of the ABL Facility would constitute an event of default thereunder, which would permit the lenders to accelerate repayment of borrowings under the ABL Facility, which in turn would constitute an event of the default under the indenture governing the senior notes, permitting the holders of the senior notes to accelerate payment thereon. Our assets and/or cash flow, and/or that of our subsidiaries, may not be sufficient to fully repay borrowings under our outstanding debt instruments if accelerated upon an event of default, and the secured lenders under the ABL Facility could proceed against the collateral securing that

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indebtedness. Such events would have a material adverse effect on our business, financial condition and results of operations, as well as on our ability to satisfy our obligations in respect of the senior notes.

The terms of the ABL Facility and the indenture governing the senior notes may restrict our current and future operations, particularly our ability to respond to changes in our business or to take certain actions.

The credit agreement governing the ABL Facility and the indenture governing the senior notes contain, and the terms of any future indebtedness of ours would likely contain, a number of restrictive covenants that impose significant operating and financial restrictions, including restrictions on our ability to engage in acts that may be in our best long-term interests. The indenture governing the senior notes and the credit agreements governing the ABL Facility include covenants that, among other things, restrict our and our subsidiaries’ ability to:

• incur additional indebtedness and issue disqualified or preferred stock;

• make restricted payments;

• sell assets;

• create restrictions on the ability of their restricted subsidiaries to pay dividends or distributions;

• create or incur liens;

• enter into sale and lease-back transactions;

• merge or consolidate with other entities; and

• enter into transactions with affiliates.

The operating and financial restrictions and covenants in the debt agreements we will enter into in connection with this offering and the ABL Facility and any future financing agreements may adversely affect our ability to finance future operations or capital needs or to engage in other business activities.

Risks Related to Ownership of Our Common Shares

Our share price may change significantly and you could lose all or part of your investment as a result.

The trading price of our common shares could fluctuate due to a number of factors such as those listed in “Risks Related to Our Business” and the following, some of which are beyond our control:

• quarterly variations in our results of operations;

• results of operations that vary from the expectations of securities analysts and investors;

• results of operations that vary from those of our competitors;

• changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;

• announcements by us, our competitors or our vendors of significant contracts, acquisitions, joint marketing relationships, joint ventures or capital commitments;

• announcements by third parties of significant claims or proceedings against us;

• future sales of our common shares; and

• general domestic and international economic conditions.

Furthermore, the stock market has experienced extreme volatility that, in some cases, has been unrelated or disproportionate to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the market price of our common shares, regardless of our actual operating performance.

In the past, following periods of market volatility, shareholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

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The availability of shares for sale in the future could reduce the market price of our common shares.

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 shares or just our common shares. We may also issue securities convertible into our common shares. Any of these events may dilute your ownership interest in our company and have an adverse impact on the price of our common shares.

In addition, sales of a substantial amount of our common shares in the public market, or the perception that these sales may occur, could reduce the market price of our common shares. This could also impair our ability to raise additional capital through the sale of our securities.

Because we do not currently intend to pay cash dividends on our common shares for the foreseeable future, you may not receive any return on investment unless you sell your common shares for a price greater than that which you paid for it.

We currently intend to retain future earnings, if any, for future operation, expansion and debt repayment and do not intend to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. Our ABL Facility and the indenture governing our senior notes contain, and the terms of any future indebtedness we or our subsidiaries incur may contain, limitations on our ability to pay dividends. As a result, you may not receive any return on an investment in our common shares unless you sell our common shares for a price greater than that which you paid for it.

A small number of our shareholders could be able to significantly influence our business and affairs, limiting your ability to influence corporate matters.

As of December 28, 2014, shareholders owning 5% or more of our outstanding common shares reported their significant ownership positions in their Schedule 13G filings. As a result of their holdings, these shareholders may be able to significantly influence the outcome of any matters requiring approval by our shareholders, including the election of directors, mergers and takeover offers, regardless of whether others believe that approval of those matters is in our best interests.

If we fail to maintain an effective system of internal controls, we may not be able to report our financial results accurately or in a timely fashion, and we may not be able to prevent fraud; in such case, our shareholders could lose confidence in our financial reporting, which would harm our business.

Effective internal controls are necessary for us to provide reliable, timely financial reports and prevent fraud. In addition, Section 404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate and report on our internal control over financial reporting beginning with our Annual Report on Form 10-K for the year ending December 28, 2014. The process of implementing our internal controls and complying with Section 404 has been and will continue to be expensive and time-consuming, and will require significant attention of management. We cannot be certain that these measures will ensure that we implement and maintain adequate controls over our financial processes and reporting in the future. Even if we conclude that our internal control over financial reporting provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, because of its inherent limitations, internal control over financial reporting may not prevent or detect fraud or misstatements. Failure to implement required new or improved controls, including those related to information technology systems, or difficulties encountered in their implementation, could harm our results of operations or cause us to fail to meet our reporting obligations. If we discover a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in our financial statements, which would harm our business.

27

United States civil liabilities may not be enforceable against us.

We exist under the laws of the Province of British Columbia, Canada. As a result, it may be difficult for investors to effect service of process within the United States upon us and those experts, or to enforce outside the United States judgments obtained in United States courts, in any action, including actions predicated upon the civil liability provisions of United States securities laws. Additionally, it may be difficult for investors to enforce, in original actions brought in courts in jurisdictions located outside the United States, rights predicated upon United States securities laws. In particular, there is uncertainty as to the enforceability in Canada by a court in original actions, or in actions to enforce judgments of United States courts, of the civil liabilities predicated upon the United States securities laws. Based on the foregoing, there can be no assurance that United States investors will be able to enforce against us or certain experts named herein who are residents of countries other than the United States any judgments obtained in United States courts in civil and commercial matters, including judgments under the United States federal securities laws. In addition, there is doubt as to whether a court in the Province of British Columbia would impose civil liability on us, our directors, officers or certain experts named herein in an original action predicated solely upon the federal securities laws of the United States brought in a court of competent jurisdiction in the Province of British Columbia against us or such directors, officers or experts, respectively.

Canadian laws differ from the laws in effect in the United States and may afford less protection to holders of our securities.

We are a company that exists under the laws of the Province of British Columbia, Canada and are subject to the Business Corporations Act (British Columbia) and certain other applicable securities laws as a Canadian issuer (nonreporting issuer), which laws may differ from those governing a company formed under the laws of a United States jurisdiction. The provisions under the Business Corporations Act (British Columbia) and other relevant laws may affect the rights of shareholders differently than those of a company governed by the laws of a United States jurisdiction, and may, together with our amended and restated articles of amalgamation, or the Articles, have the effect of delaying, deferring or discouraging another party from acquiring control of our company by means of a tender offer, a proxy contest or otherwise, or may affect the price an acquiring party would be willing to offer in such an instance.

If securities or industry research analysts do not publish or cease publishing research or reports about our business or if they issue unfavorable commentary or downgrade our common shares, our share price and trading volume could decline.

The trading market for our common shares relies in part on the research and reports that securities and industry research analysts publish about us, our industry, our competitors and our business. We do not have any control over these analysts. Our share price and trading volumes could decline if one or more securities or industry analysts downgrade our common shares, issue unfavorable commentary about us, our industry or business, cease to cover our Company or fail to regularly publish reports about us, our industry or our business.

Item 1B. Unresolved Staff Comments

None.

28

Item 2. Properties

Our corporate headquarters are located in Tampa, Florida. The following table provides certain information regarding our properties of 2,000 square feet and more as of December 28, 2014.

Country	Facility Location	Principal Purpose	Square Footage / Acreage	Status
United States	Haleyville, AL	Manufacturing	260,000	Owned
	Moreno Valley, CA	Manufacturing	251,630	Leased
	Stockton, CA	Manufacturing	120,000	Leased
	Stockton, CA	Manufacturing	134,400	Leased
	Stockton, CA	Manufacturing	95,779	Owned
	Stockton, CA	Manufacturing	91,809	Owned
	Stockton, CA	Office/Warehouse	50,000	Owned
	Stockton, CA	Maintenance/Storage	3,000	Owned
	Stockton, CA	Storage	2,500	Owned
	Ukiah, CA	Vacant Land	48 acres	Owned
	Largo, FL	Manufacturing	50,000	Leased
	Tampa, FL	Display Center	44,000	Leased
	Tampa, FL	Office	40,357	Leased
	Yulee, FL	Manufacturing	136,320	Leased
	Lawrenceville, GA	Manufacturing	246,140	Leased
	Marietta, GA	Office	7,587	Leased
	West Chicago, IL	R&D	145,245	Owned
	South Bend, IN	Closed	117,700	Owned
	Walkerton, IN	Manufacturing	190,000	Owned
	Pittsburg, KS	Manufacturing	338,082	Owned
	Pittsburg, KS	Warehouse	65,970	Owned
	Pittsburg, KS	Warehouse	22,500	Leased
	Lake Charles, LA	Manufacturing	150,000	Leased
	Laurel, MS	Manufacturing	2,079,520	Owned
	North Platte, NE	Manufacturing	96,002	Owned
	North Platte, NE	Warehouse	8,515	Leased
	Kirkwood, NY	Manufacturing	137,500	Leased
	Charlotte, NC	Manufacturing	220,264	Leased
	Wahpeton, ND	Manufacturing	92,500	Leased
	Broken Bow, OK	Manufacturing	199,660	Owned(1)
	Vandalia, OH	Manufacturing	102,400	Leased
	Northumberland, PA	Manufacturing	198,000	Owned
	Northumberland, PA	Warehouse	8,400	Leased
	Denmark, SC	Manufacturing	170,000	Owned
	Denmark, SC	Manufacturing	132,842	Owned
	Dickson, TN	Manufacturing	217,375	Owned
	Jefferson City, TN	Manufacturing	150,000	Leased

29

Country	Facility Location	Principal Purpose	Square Footage / Acreage	Status
	Jefferson City, TN	Warehouse	30,000	Leased
	Grand Prairie, TX	Manufacturing	24,420	Leased
	Greenville, TX	Manufacturing	254,000	Owned
	Greenville, TX	Warehouse	105,000	Owned
	Mesquite, TX	Manufacturing	232,800	Leased
	Danville, VA	Warehouse	16,000	Leased
	Fredericksburg, VA	Manufacturing	40,480	Leased
	Luray, VA	Warehouse	74,972	Leased
	Stanley, VA	Manufacturing	112,800	Owned
	Winchester, VA	Manufacturing	109,781	Leased
	Winchester, VA	Warehouse	49,200	Leased
	Algoma, WI	Manufacturing	600,000	Leased
	Algoma, WI	Warehouse	5,000	Leased
	Birchwood, WI	Manufacturing	139,299	Owned
	Marshfield, WI	Manufacturing	699,882	Owned
	Rice Lake, WI	Retail/Outlet Store	6,000	Leased
	Thorp, WI	Manufacturing	61,920	Owned
Canada	Calgary, AB	Warehouse	19,677	Leased
	Langley, BC	Closed	100,000	Leased
	Langley, BC	Warehouse	60,000	Leased
	Langley, BC	Manufacturing	259,590	Leased
	Surrey, BC	Closed	87,995	Leased
	Yarrow, BC	Manufacturing	186,000	Owned
	Concord, ON	Manufacturing/Office	214,066	Leased
	London, ON	Manufacturing	55,450	Leased
	Berthierville, QC	Closed	154,408	Owned
	Berthierville, QC	Closed	7,825	Owned
	Lac-Mégantic, QC	Manufacturing	171,714	Owned
	Lac-Mégantic, QC	Manufacturing	148,220	Owned
	Lac-Mégantic, QC	Warehouse	42,400	Owned
	Lac-Mégantic, QC	Warehouse	18,000	Owned
	Lac-Mégantic, QC	Warehouse	15,000	Owned
	Lac-Mégantic, QC	Warehouse	15,000	Leased
	Lac-Mégantic, QC	Warehouse	10,000	Leased
	Lac-Mégantic, QC	Warehouse	6,000	Owned
	Sacré-Coeur, QC	Manufacturing	90,000	Owned(1)
	Saint Éphrem, QC	Manufacturing	70,000	Owned
	Saint Éphrem, QC	Warehouse	4,665	Leased
	Saint Romuald, QC	Manufacturing	71,926	Leased
	Saint Romuald, QC	Warehouse	40,331	Leased

30

Country	Facility Location	Principal Purpose	Square Footage / Acreage	Status
	Windsor, QC	Manufacturing	149,845	Owned
	Windsor, QC	Manufacturing	48,004	Owned
	Windsor, QC	Warehouse	12,000	Leased
Austria	Vienna	Closed	2,000	Leased
Chile	Cabrero	Manufacturing	272,819	Owned
	Cabrero	Manufacturing	101,200	Leased
	Cabrero	Warehouse	32,276	Leased
	Cabrero	Warehouse	24,200	Leased
	Cabrero	Warehouse	24,200	Leased
	Chillán	Manufacturing	146,000	Owned
	Colina	Warehouse	8,650	Leased
Costa Rica	Limon/Guapiles	Forest	16,732 acres	Owned
Czech Republic	Jihlava	Manufacturing	295,576	Leased
	Jihlava	Warehouse	28,000	Leased
France	Bazas	Manufacturing	412,715	Owned
	Bordeaux	Manufacturing	139,461	Owned
	Douvres-la-Délivrande	Manufacturing	196,838	Owned
	Giberville	Manufacturing	9,365	Leased
	Orange	Manufacturing	75,000	Owned
	Thignonville	Manufacturing	99,700	Owned
	Tillières	Manufacturing	82,602	Owned
Ireland	Carrick-on-Shannon	Manufacturing	620,329	Owned
Malaysia	Bintulu	Manufacturing	151,073	Leased
Mexico	Ciénega de Flores	Manufacturing	180,687	Owned
South Africa	Estcourt	Manufacturing	791,147	Owned(1)
	Johannesburg	Office	2,367	Leased
	KwaZulu Natal	Forest	55,599 acres	Owned(1)
	Riverhorse Valley	Office	10,440	Leased
United Kingdom	Barnsley	Manufacturing	503,528	Owned
	Barnsley	Warehouse	55,000	Leased
	Huthwaite	Manufacturing	120,000	Leased
	Middlesbrough	Manufacturing	12,000	Leased
	Stockton-on-Tees	Closed	80,000	Leased

_________

(1) Less than wholly owned facility

31

Item 3. Legal Proceedings

We are involved in various legal proceedings, claims and governmental audits in the ordinary course of business. In the opinion of management, the ultimate disposition of these proceedings, claims and audits will not have a material adverse effect on the financial position, results of our operations, or cash flows.

Item 4. Mine Safety Disclosures

Not applicable.

Executive Officers of the Registrant

Information about the Company's executive officers is incorporated herein by reference from Part III, Item 10 hereof.

32

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common shares have been listed on the New York Stock Exchange (“NYSE”) under the symbol “DOOR” since September 9, 2013. Prior to that time, there was no public market for our common shares, although our common shares were quoted on the OTC Grey Market under the symbol “MASWF” from June 2009 until our listing on the NYSE. The following table sets forth the high and low sales prices per share of our common stock as reported on the NYSE for the periods indicated:

	2014				2013
	High		Low		High		Low
First quarter	$	62.25	$	52.81	$	—	$	—
Second quarter	59.35		48.02		—		—
Third quarter (1)	59.00		48.37		52.75		46.38
Fourth quarter	61.06		52.08		59.47		45.81

__________

(1) In 2013, this represents the period from September 9, 2013, the date of initial listing of our common shares, through September 29, 2013, the end of our fiscal third quarter.

Holders

As of February 26, 2015, we had two record holders of our common shares, including Cede & Co., the nominee of the Depository Trust Corporation.

Dividends

We do not intend to pay any cash dividends on our common shares for the foreseeable future and will retain earnings, if any, for future operations, expansion and debt repayment. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, liquidity requirements, financial condition, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends is limited by covenants in our ABL Facility and in the indenture governing our senior notes. Future agreements may also limit our ability to pay dividends. See Note 7 to our audited consolidated financial statements contained elsewhere in this Annual Report for restrictions on our ability to pay dividends.

33

Stock Performance Graph

The following graph depicts the total return to shareholders from September 9, 2013, the date our common shares became listed on the NYSE, through December 28, 2014, relative to the performance of the Standard & Poor's 500 Index and the Standard & Poor's 1500 Building Products Index. The graph assumes an investment of $100 in our common stock and each index on September 9, 2013, and the reinvestment of dividends paid since that date. The stock performance shown in the graph is not necessarily indicative of future price performance.

Comparison of Cumulative Total Stockholder Return

Masonite International Corporation, Standard & Poor's 500 Index and

Standard & Poor's 1500 Building Products Index

(Performance Results through December 28, 2014)

	9/9/13		December 29, 2013		December 28, 2014
Masonite International Corporation	$	100.00	$	114.49	$	117.57
Standard & Poor's 500 Index	100.00		113.98		129.58
Standard & Poor's 1500 Building Products Index	100.00		124.47		136.04

34

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

None.

Repurchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 6. Selected Financial Data

The following table sets forth selected historical consolidated financial data as of the dates and for the periods indicated. The selected historical consolidated financial data as of December 28, 2014, and December 29, 2013, and for the years ended December 28, 2014, December 29, 2013, and December 30, 2012, have been derived from the audited consolidated financial statements included elsewhere in this Annual Report. The selected historical consolidated financial data as of December 30, 2012, January 1, 2012, and January 2, 2011, and for the years ended January 1, 2012, and January 2, 2011, have been derived from the audited consolidated financial statements not included in this Annual Report.

This historical data includes, in the opinion of management, all adjustments necessary for a fair presentation of the operating results and financial condition of the Company for such periods and as of such dates. The results of operations for any period are not necessarily indicative of the results of future operations. Since 2010, 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 Annual Report.

35

	Year Ended
(In thousands of U.S. dollars, except for share and per share amounts)	December 28, 2014			December 29, 2013			December 30, 2012			January 1, 2012			January 2, 2011
Consolidation Statement of Operations Data:
Net sales	$	1,837,700		$	1,731,143		$	1,676,005		$	1,489,179		$	1,383,271
Cost of goods sold	1,572,301			1,505,636			1,459,701			1,303,820			1,203,469
Gross profit	265,399			225,507			216,304			185,359			179,802
Selling, general and administration expenses	224,077			207,166			206,708			184,260			176,776
Restructuring costs	11,137			10,630			11,431			5,116			7,000
Asset impairment	18,202			1,904			1,350			2,516			—
Operating income (loss)	11,983			5,807			(3,185		)	(6,533		)	(3,974		)
Interest expense (income), net	41,525			33,230			31,454			18,068			245
Other expense (income), net	(587		)	2,316			528			1,111			1,030
Income (loss) from continuing operations before income tax expense (benefit)	(28,955		)	(29,739		)	(35,167		)	(25,712		)	(5,249		)
Income tax expense (benefit)	4,533			(21,377		)	(13,365		)	(21,560		)	(11,396		)
Income (loss) from continuing operations	(33,488		)	(8,362		)	(21,802		)	(4,152		)	6,147
Income (loss) from discontinued operations, net of tax	(630		)	(598		)	1,480			(303		)	(1,718		)
Net income (loss)	(34,118		)	(8,960		)	(20,322		)	(4,455		)	4,429
Less: net income (loss) attributable to non-controlling interest	3,222			2,050			2,923			2,079			1,390
Net income (loss) attributable to Masonite	$	(37,340	)	$	(11,010	)	$	(23,245	)	$	(6,534	)	$	3,039
Income (loss) from continuing operations attributable to Masonite shareholders per common share (basic and diluted)	$	(1.24	)	$	(0.37	)	$	(0.89	)	$	(0.23	)	$	0.17
Net income (loss) attributable to Masonite shareholders per common share (basic and diluted)	$	(1.26	)	$	(0.39	)	$	(0.84	)	$	(0.24	)	$	0.11
Common shares outstanding	30,015,321			29,085,021			27,943,774			27,531,792			27,523,541
Other Financial Data:
Capital expenditures	$	50,147		$	45,971		$	48,419		$	42,413		$	57,823
Net cash flow provided by (used for) operating activities	77,386			47,453			55,222			32,688			75,154
Net cash flow provided by (used for) investing activities	(100,908		)	(54,473		)	(136,103		)	(186,717		)	(97,974		)
Net cash flow provided by (used for) financing activities	128,849			(11,138		)	94,230			136,605			(4,797		)

36

(In thousands of U.S. dollars)	December 28, 2014		December 29, 2013		December 30, 2012		January 1, 2012		January 2, 2011
Balance Sheet Data:
Cash and cash equivalents	$	192,037	$	100,873	$	122,314	$	109,205	$	121,050
Accounts receivable, net	241,721		243,823		256,666		228,729		205,581
Inventories, net	222,732		218,348		208,783		209,041		186,400
Working capital (1)	476,102		395,152		417,584		384,822		349,248
Property, plant and equipment	576,234		630,279		648,360		632,655		645,615
Total assets	1,646,551		1,591,145		1,645,948		1,528,056		1,398,510
Total debt	511,920		377,861		378,848		275,000		—
Total equity	735,499		825,562		837,815		848,483		1,012,547

____________

(1) Working capital is defined as current assets less current liabilities and includes cash restricted by letters of credit.

37

MASONITE INTERNATIONAL CORPORATION

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is based upon accounting principles generally accepted in the United States of America and discusses the financial condition and results of operations for Masonite International Corporation for the years endedDecember 28, 2014, December 29, 2013, and December 30, 2012. In this MD&A, "Masonite," "we," "us," "our," and the "Company" refer to Masonite International Corporation and its subsidiaries.

This discussion should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. The following discussion should also be read in conjunction with the disclosure under "Special Note Regarding Forward Looking Statements" and Part I, Item 1A, "Risk Factors", elsewhere in this Annual Report on Form 10-K. Our actual results could differ materially from the forward-looking statements as a result of these risks and uncertainties.

Overview

We are a leading global designer and manufacturer of interior and exterior doors for the residential new construction; the residential repair, renovation and remodeling; and the architectural building construction markets. Since 1925, we have provided our customers with innovative products and superior service at compelling values. In order to better serve our customers and create sustainable competitive advantages, we focus on developing innovative products, advanced manufacturing capabilities and technology-driven sales and service solutions. In the year endedDecember 28, 2014, 76.0% of our net sales were in North America, 21.0% in Europe, Asia and Latin America and 3.0% in Africa.

We market and sell our products to remodeling contractors, builders, homeowners, retailers, dealers, lumberyards, commercial and general contractors and architects through well-established wholesale and retail distribution channels as part of our cross-merchandising strategy. Customers are provided a broad product offering of interior and exterior doors and entry systems at various price points. We manufacture a broad line of interior doors, including residential molded, flush, stile and rail, louver and specially-ordered commercial and architectural doors; door components for internal use and sale to other door manufacturers; and exterior residential steel, fiberglass and wood doors and entry systems. In the year endedDecember 28, 2014, sales of interior and exterior products accounted for 70.4% and 29.6% of net sales, respectively.

We operate 63 manufacturing and distribution facilities in 10 countries in North America, South America, Europe, Africa and Asia, which are strategically located to serve our customers through multiple distribution channels. These distribution channels include: (i) direct distribution to retail home center customers; (ii) one-step distribution that sells directly to homebuilders and contractors; and (iii) two-step distribution through wholesale distributors. For retail home center customers, numerous Dorfab facilities provide value-added fabrication and logistical services, including pre-finishing and store delivery of pre-hung interior and exterior doors. We believe our ability to provide: (i) a broad product range; (ii) frequent, rapid, on-time and complete delivery; (iii) consistency in products and merchandising; (iv) national service; and (v) special order programs enables retail customers to increase comparable store sales and helps to differentiate us from our competitors. We believe investments in innovative new product manufacturing and distribution capabilities, coupled with an ongoing commitment to operational excellence, provide a strong platform for future growth.

Our reportable segments are organized and managed principally by geographic region: North America; Europe, Asia and Latin America; and Africa. In the year endedDecember 28, 2014, we generated net sales of $1,396.0 million, $385.1 million and $56.6 million in our North America; Europe, Asia and Latin America; and Africa segments, respectively.

Key Factors Affecting Our Results of Operations

Product Demand

There are numerous factors that influence overall market demand for our products. Demand for new homes, home improvement products and other building construction products have a direct impact on our financial condition and results of operations. Demand for our products may be impacted by changes in United States, Canadian, European, Asian

38

MASONITE INTERNATIONAL CORPORATION

or other global economic conditions, including inflation, deflation, interest rates, availability of capital, consumer spending rates, energy availability and costs, and the effects of governmental initiatives to manage economic conditions. Additionally, trends in residential new construction, repair, renovation and remodeling and architectural building construction may directly impact our financial performance. Accordingly, the following factors may have a direct impact on our business in the countries and regions in which our products are sold:

• the strength of the economy;

• the amount and type of residential and commercial construction;

• housing sales and home values;

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

• commercial building occupancy rates;

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

• the availability and cost of credit;

• employment rates and consumer confidence; and

• demographic factors such as immigration and migration of the population and trends in household formation.

Product Pricing and Mix

The building products industry is highly competitive and we therefore face pressure on sales prices of our products. In addition, our competitors may adopt more aggressive sales policies and devote greater resources to the development, promotion and sale of their products than we do, which could result in a loss of customers. Our business in general is subject to changing consumer and industry trends, demands and preferences. Trends within the industry change often and our failure to anticipate, identify or quickly react to changes in these trends could lead to, among other things, rejection of a new product line and reduced demand and price reductions for our products, which could materially adversely affect us. Changes in consumer preferences may also lead to increased demand for our lower margin products relative to our higher margin products, which could reduce our future profitability.

Business Wins and Losses

Our customers consist mainly of wholesalers and retail home centers. In fiscal year 2014, our top ten customers together accounted for approximately 38% of our net sales and our top customer, The Home Depot, Inc. accounted for approximately 17% of our net sales in fiscal year 2014. Net sales from customers that have accounted for a significant portion of our net 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. Certain customers perform periodic product line reviews to assess their product offerings, which have, on past occasions, led to business wins and losses. In addition, as a result of competitive bidding processes, we may not be able to increase or maintain the margins at which we sell our products to our customers.

Organizational Restructuring

Over the past several years we have initiated, and in the future we plan to initiate, restructuring plans designed to eliminate excess capacity in order to align our manufacturing capabilities with reductions in demand, as well as to streamline our organizational structure and reposition our business for improved long-term profitability.

On August 20, 2014, the Board of Directors of Masonite Israel Ltd. (“Israel”), one of our wholly-owned subsidiaries, decided to voluntarily seek a Stay of Proceedings from the Israeli courts in an attempt to restructure the business (the “2014 Plan”). The court filing was made on August 21, 2014, and the court appointed a trustee to oversee the operation of the business and to attempt to restructure it. The action to seek court protection followed a comprehensive evaluation of the alternatives for the business, including an organized sale process that was ultimately unsuccessful. We determined that the subsidiary should be deconsolidated at that time, as it had become subject to the control of a court. We have had and will continue to have no continuing involvement with Israel subsequent to August 21, 2014, and Israel will not be considered a related party. As a result of Israel's court filing, we incurred $9.5 million of charges during the year ended December 28, 2014, of which $1.4 million relate to non-cash asset impairments, $6.8 million relate to non-cash losses on deconsolidation, and $1.9 millionrelate to cash charges incurred, primarily relating

39

MASONITE INTERNATIONAL CORPORATION

to bank debt and guarantees. Partially offsetting these charges was a gain of $0.6 million relating to the recognition of the cumulative translation adjustment into net income. As of December 28, 2014, pending the ultimate resolution of the Stay of Proceedings, we do not anticipate any material future charges related to the 2014 Plan. The 2014 Plan is estimated to increase our annual earnings and cash flows by approximately $4 million.

During 2013, we began implementing plans to rationalize certain of our facilities, including related headcount reductions, in Canada due to synergy opportunities related to recent acquisitions in the residential interior wood door markets. We have also rationalized certain of our operations, including related headcount reductions, in Ireland, South Africa and Israel in order to respond to declines in demand in international markets. Additionally, the decision was made to discontinue sales into the Polish market subsequent to the decision to cease manufacturing operations in 2012 (collectively, the "2013 Restructuring Plan"). Costs associated with the 2013 Restructuring Plan include severance and closure charges, including impairment of certain property, plant and equipment, and are substantially completed. As of December 28, 2014, we do not expect to incur any material future charges for the 2013 Restructuring Plan. The 2013 Restructuring Plan is estimated to increase our annual earnings and cash flows by approximately $5 million.

During 2012, we began implementing plans to close certain of our U.S. manufacturing facilities due to the start-up of our new highly automated interior door slab assembly plant in Denmark, South Carolina, synergy opportunities related to recent acquisitions in the architectural interior wood door market and footprint optimization efforts resulting from declines in demand in specific markets. We also began implementing plans during 2012 to permanently close our businesses in Hungary and Romania and to cease manufacturing operations in Poland, due to the continued economic downturn and heightened volatility of the Eastern European economies (collectively, the "2012 Restructuring Plan"). Costs associated with these closure and exit activities relate to closures of facilities and impairment of certain tangible and intangible assets and are substantially completed. As of December 28, 2014, we do not expect to incur any material future charges for the 2012 Restructuring Plan. The 2012 Restructuring Plans are estimated to increase our annual earnings and cash flows by approximately $10 million.

Foreign Exchange Rate Fluctuation

Our financial results may be adversely affected by fluctuating exchange rates. In the years endedDecember 28, 2014, December 29, 2013, and December 30, 2012 approximately 42%, 42% and 44% of our net sales were generated outside of the United States, respectively. In addition, a significant percentage of our costs during the same period were not denominated in U.S. dollars. For example, for most of our manufacturing and distribution facilities, the prices for a significant portion of our raw materials are quoted in the domestic currency of the country where the facility is located or other currencies that are not U.S. dollars. We also have substantial assets outside the United States. As a result, the volatility in the price of the U.S. dollar has exposed, and in the future may continue to expose, us to currency exchange risks. Also, since our financial statements are denominated in U.S. dollars, changes in currency exchange rates between the U.S. dollar and other currencies have had, and will continue to have, an impact on many aspects of our financial results. Changes in currency exchange rates for any country in which we operate may require us to raise the prices of our products in that country or allow our competitors to sell their products at lower prices in that country.

Inflation

An increase in inflation could have a significant impact on the cost of our raw material inputs. Increased prices for raw materials or finished goods used in our products and/or interruptions in deliveries of raw materials or finished goods could adversely affect our profitability, margins and net sales, particularly if we are not able to pass these incurred costs on to our customers. In addition, interest rates normally increase during periods of rising inflation. Historically, as interest rates increase, demand for new homes and home improvement products decreases. An environment of gradual interest rate increases may, however, signify an improving economy or increasing real estate values, which in turn may stimulate increased home buying activity.

Seasonality

Our business is moderately seasonal and our net sales vary from quarter to quarter based upon the timing of the building season in our markets. Severe weather conditions in any quarter, such as unusually prolonged warm or cold conditions, rain, blizzards or hurricanes, could accelerate, delay or halt construction and renovation activity.

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Other Matters

On June 6, 2014, an explosion occurred in the power plant of our Estcourt mill in South Africa which reduced the site’s ability to generate steam and heat the kilns which, in turn, required the production lines to cease operating for several weeks. Currently, the mill is running at 100% of pre-incident levels. We are insured against property loss and business interruption, and we recognized $3.5 million in business interruption proceeds during the year ended December 28, 2014, as partial payment. These proceeds were recorded as a reduction to selling, general and administration expense in the consolidated statements of comprehensive income (loss).

Acquisitions

In the past several years, we have pursued strategic acquisitions targeting companies with differentiated businesses, strong brands, complementary technologies, attractive geographic footprints and opportunities for cost and distribution synergies:

• Harring: On December 1, 2014, we completed the acquisition of Harring for net consideration of $3.9 million. Harring manufactures interior and exterior stile and rail wood doors for architectural door applications at its facility in London, Ontario. The acquisition of Harring complements our architectural wood door business.

• Door-Stop: On February 24, 2014, we completed the acquisition of Door-Stop for total consideration of approximately $50.4 million, net of cash acquired. We acquired 100% of the equity interests in Door-Stop through the purchase of all outstanding shares of common stock on the acquisition date. Door-Stop is based in Nottinghamshire, United Kingdom, utilizes an internet-based ordering process and manufactures exterior door sets for the residential repair and renovation markets. The Door-Stop acquisition complements our existing exterior fiberglass business.

• Chile: In July 2013, we acquired assets of a door manufacturing operation located in Chile for servicing the North American market for total consideration of $12.2 million. The transaction includes the door component operations in Cabrero, Chile, and a door assembly factory in Chillan, Chile. The operations acquired primarily manufacture high quality stile and rail panel and French wood doors for the North American market. The Chile acquisition acts as a natural complement to Lemieux and our existing residential wood door offering.

• Lemieux: In August 2012, we completed the acquisition of Lemieux for net consideration of $22.1 million. Lemieux manufactures interior and exterior stile and rail wood doors for residential applications at its two facilities in Windsor, Quebec. The acquisition of Lemieux complemented our residential wood door business and provides us an additional strategic growth platform.

• Algoma: In April 2012, we completed the acquisition of Algoma for net consideration of $55.6 million. Algoma manufactures interior wood doors for architectural applications. The acquisition of Algoma complemented our existing Baillargeon-, Mohawk- and Marshfield-branded architectural interior wood door business.

• Baillargeon: In March 2012, we completed the acquisition of Baillargeon for net consideration of $9.9 million. Baillargeon is a Canadian manufacturer of interior wood doors for architectural applications.

• Birchwood: In November 2011, we completed the acquisition of Birchwood, for net consideration of $41.0 million. We believe Birchwood is one of North America’s largest producers of architectural flush wood door facings, as well as a significant producer of hardwood plywood. The Birchwood acquisition enhanced our position as a leader in the manufacturing and distribution of components for architectural interior wood doors, and acts as a natural complement to our existing business.

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• Marshfield: In August 2011, we completed the acquisition of Marshfield for net consideration of $102.4 million. We believe Marshfield is a leading provider of doors and door components for architectural applications that enables us to provide our customers with a wider range of innovative door products.

Prior to the acquisition, Marshfield experienced a loss of certain property, plant and equipment, as well as a partial and temporary business interruption, due to an explosion that impacted a portion of its manufacturing facility in Marshfield, Wisconsin. Losses related to the event were recognized by Marshfield prior to the acquisition. Marshfield was insured for these losses, including business interruption, and we retained rights to this insurance claim subsequent to acquisition. During the fourth quarter of 2012, we recognized $3.3 million as partial settlement for business interruption losses. In the first quarter of 2013, we recognized an additional $4.5 million as final settlement of the claim. These proceeds were recorded as a reduction to selling, general and administration expense in the consolidated statements of comprehensive income (loss). No further business interruption insurance proceeds are expected as a result of this event.

Components of Results of Operations

Net Sales

Net sales are derived from the sale of products to our customers. We recognize sales of our products when an agreement with the customer in the form of a sales order is in place, the sales price is fixed or determinable, collection is reasonably assured and the customer has taken ownership and assumes risk of loss. Certain customers are eligible to participate in various incentive and rebate programs considered as a reduction of the sales price of our products. Accordingly, net sales are reported net of such incentives and rebates. Additionally, shipping and other transportation costs charged to customers are recorded in net sales in the consolidated statements of comprehensive income (loss).

Cost of Goods Sold

Our cost of goods sold is comprised of the cost to manufacture products for our customers. Cost of goods sold includes all of the direct materials and direct labor used to produce our products. Included in our cost of goods sold is also a systematic allocation of fixed and variable production overhead incurred in converting raw materials into finished goods. Fixed production overhead reflects those indirect costs of production that remain relatively constant regardless of the volume of production, such as depreciation and maintenance of factory buildings and equipment, and the cost of factory management and administration. Variable production overhead consists of those indirect costs of production that vary directly, or nearly directly, with the volume of production, such as indirect materials and indirect labor. We incur significant fixed and variable overhead at our global component locations that manufacture interior molded door facings. Our overall average production capacity utilization at these locations was approximately 67%, 64% and 63% for the years endedDecember 28, 2014, December 29, 2013 and December 30, 2012. Research and development costs are primarily included within cost of goods sold. Finally, cost of goods sold also includes the distribution and transportation costs to deliver products to our customers.

Selling, General and Administration Expenses

Selling, general and administration expenses primarily include the costs for our sales organization and support staff at various plants and corporate offices. These costs include personnel costs for payroll, related benefits and stock based compensation expense; professional fees including legal, accounting and consulting fees; depreciation and amortization of our non-manufacturing equipment and assets; travel and entertainment expenses; director, officer and other insurance policies; environmental, health and safety costs; advertising expenses and rent and utilities related to administrative office facilities. Certain charges that are also incurred less frequently and are included in selling, general and administration costs include restructuring charges, gain or loss on disposal of property, plant and equipment, asset impairments and bad debt expense.

Restructuring Costs

Restructuring costs include 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

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when facilities are closed or capacity is realigned within the organization. Upon termination of a 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.

Asset Impairment

Asset impairment includes charges that are taken when impairment testing indicates that the carrying values of our long-lived assets or asset groups exceed their respective fair values. Definite-lived assets are tested for impairment when events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. Indefinite-lived intangible assets and goodwill are tested annually for impairment on the last day of fiscal November, or more frequently if events or changes in circumstances indicate the carrying value may not be recoverable. An impairment loss is recognized when the carrying value of the asset or asset group being tested exceeds its fair value, except in the case of goodwill, which is tested based on the fair value of the reporting unit where the goodwill is recorded.

Interest Expense, Net

Interest expense, net relates primarily to our $500.0 million aggregate principal amount of 8.25% senior unsecured notes due April 15, 2021, $125.0 million, $100.0 million and $275.0 million of which were issued on January 21, 2014; March 9, 2012; and April 15, 2011, respectively. The transaction costs were capitalized as deferred financing costs and are being amortized to interest expense over their term. The senior notes issued on January 21, 2014, and March 9, 2012, were issued at 108.75% and 103.50%, of the principal amount, respectively and resulted in a premium from the issuance that will be amortized to interest expense over their term. Additionally, we pay interest on any outstanding principal under our ABL Facility and we are required to pay a commitment fee for unutilized commitments under the ABL Facility both of which are recorded in interest expense as incurred.

Other Expense (Income), Net

Other expense (income), net includes profits and losses related to our non-majority owned unconsolidated subsidiaries that we recognize under the equity method of accounting, unrealized gains and losses on foreign currency remeasurements and other miscellaneous non-operating expenses.

Income Tax Expense (Benefit)

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 combined effective income tax rate is primarily the weighted average of federal, state and provincial rates in various countries where we have operations, including the United States, Canada, France, the United Kingdom and Ireland. Our income tax rate is also affected by estimates of our ability to realize tax assets and changes in tax laws.

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Segment Information

Our reportable segments are organized and managed principally by geographic region: North America; Europe, Asia and Latin America; and Africa. Our management reviews net sales and Adjusted EBITDA (as defined below) to evaluate segment performance and allocate resources. Net assets are not allocated to the geographic segments. Our segment information that follows contains a discussion surrounding "Adjusted EBITDA," a non-GAAP financial measure. Adjusted EBITDA does not have a standardized meaning under GAAP and is unlikely to be comparable to similar measure used by other companies. Adjusted EBITDA is defined as net income (loss) attributable to Masonite adjusted to exclude the following items:

• depreciation;

• amortization;

• share based compensation expense;

• loss (gain) on disposal of property, plant and equipment;

• registration and listing fees;

• restructuring costs;

• asset impairment;

• interest expense (income), net;

• other expense (income), net;

• income tax expense (benefit);

• loss (income) from discontinued operations, net of tax; and

• net income (loss) attributable to non-controlling interest.

We believe that Adjusted EBITDA, from an operations standpoint, provides an appropriate way to measure and assess operating performance. Although Adjusted EBITDA is not a measure of financial condition or performance determined in accordance with GAAP, it is used by management to evaluate and compare the operating performance of the segments and it is one of the primary measures used to determine employee incentive compensation. Our management team has established the practice of reviewing the performance of each geographic segment based on the measures of net sales and Adjusted EBITDA. Intersegment transfers are negotiated on an arm’s length basis, using market prices.

We believe that Adjusted EBITDA is useful to users of the consolidated financial statements because it provides the same information that we use internally for purposes of assessing our operating performance and making compensation decisions. This definition of Adjusted EBITDA differs from the definitions of EBITDA contained in the indenture governing the senior notes and the credit agreement governing the ABL facility.

Adjusted EBITDA is not a presentation made in accordance with GAAP, is not a measure of financial condition or profitability, and should not be considered as an alternative to either net income or operating cash flows determined in accordance with GAAP.

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Results of Operations

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Net sales	$	1,837,700		$	1,731,143		$	1,676,005
Cost of goods sold	1,572,301			1,505,636			1,459,701
Gross profit	265,399			225,507			216,304
Gross profit as a % of net sales	14.4		%	13.0		%	12.9		%
Selling, general and administration expenses	224,077			207,166			206,708
Restructuring costs	11,137			10,630			11,431
Asset impairment	18,202			1,904			1,350
Operating income (loss)	11,983			5,807			(3,185		)
Interest expense (income), net	41,525			33,230			31,454
Other expense (income), net	(587		)	2,316			528
Income (loss) from continuing operations before income tax expense (benefit)	(28,955		)	(29,739		)	(35,167		)
Income tax expense (benefit)	4,533			(21,377		)	(13,365		)
Income (loss) from continuing operations	(33,488		)	(8,362		)	(21,802		)
Income (loss) from discontinued operations, net of tax	(630		)	(598		)	1,480
Net income (loss)	(34,118		)	(8,960		)	(20,322		)
Less: net income (loss) attributable to non-controlling interest	3,222			2,050			2,923
Net income (loss) attributable to Masonite	$	(37,340	)	$	(11,010	)	$	(23,245	)

Year Ended December 28, 2014, Compared with Year Ended December 29, 2013

Net Sales

Net sales in the year endedDecember 28, 2014, were $1,837.7 million, an increase of $106.6 million or 6.2% from $1,731.1 million in the year endedDecember 29, 2013. Net sales in 2014 were negatively impacted by $23.6 million as a result of foreign exchange rate fluctuations. Excluding this exchange rate impact, net sales would have increased by $130.2 million or 7.5% due to changes in unit volume, average unit price and sales of other products. Average unit price increased net sales in 2014 by $103.3 million or 6.0% compared to 2013. Also contributing to this increase were higher unit volumes in 2014, which increased net sales by $32.7 million or 1.9% compared to 2013. Partially offsetting these increases, net sales of other products to external customers were $5.8 million or 0.3% lower in 2014 compared to 2013.

The proportion of net sales from interior and exterior products in the year endedDecember 28, 2014, was 70.4% and 29.6%, respectively, compared to 72.8% and 27.2% in the year endedDecember 29, 2013. The increased proportion of net sales of our exterior products was driven by the acquisition of Door-Stop, which only produces exterior products as well as the closure of our business in Poland, which primarily produced interior products.

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Net Sales and Percentage of Net Sales by Principal Geographic Region

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013
North America	$	1,396,844		$	1,322,365
North America intersegment	(813		)	(727		)
North America net sales to external customers	$	1,396,031		$	1,321,638
Percentage of net sales	76.0		%	76.4		%
Europe, Asia and Latin America	$	409,550		$	354,615
Europe, Asia and Latin America intersegment	(24,460		)	(14,686		)
Europe, Asia and Latin America net sales to external customers	$	385,090		$	339,929
Percentage of net sales	21.0		%	19.6		%
Africa	$	56,579		$	69,617
Africa intersegment	—			(41		)
Africa net sales to external customers	$	56,579		$	69,576
Percentage of net sales	3.0		%	4.0		%
Net sales to external customers	$	1,837,700		$	1,731,143

North America

Net sales to external customers from facilities in the North America segment in the year endedDecember 28, 2014, were $1,396.0 million, an increase of $74.4 million or 5.6% from $1,321.6 million in the year endedDecember 29, 2013. Net sales in 2014 were negatively impacted by $21.7 million as a result of foreign exchange rate fluctuations. Excluding this exchange rate impact, net sales would have increased by $96.1 million or 7.3% due to changes in unit volume, average unit price and sales of other products. Average unit price increased net sales in 2014 by $65.6 million or 5.0% compared to 2013. Also contributing to this increase were higher unit volumes in 2014, which increased net sales by $37.8 million or 2.9% compared to 2013. Partially offsetting these increases, net sales of other products to external customers were $7.3 million or 0.6% lower in 2014 compared to 2013.

The proportion of net sales from interior and exterior products in the year endedDecember 28, 2014, was 66.7% and 33.3%, respectively, compared to 67.5% and 32.5% in the year endedDecember 29, 2013. The increased proportion of net sales of our exterior products was primarily driven by a reduction in both architectural door sales and external sales of door components.

Europe, Asia and Latin America

Net sales to external customers from facilities in the Europe, Asia and Latin America segment in the year endedDecember 28, 2014, were $385.1 million, an increase of $45.2 million or 13.3% from $339.9 million in the year endedDecember 29, 2013. Net sales in 2014 were positively impacted by $5.3 million as a result of foreign exchange fluctuations. Excluding this exchange rate impact, net sales would have increased by $39.9 million or 11.7% due to changes in unit volume, average unit price and sales of other products. Average unit price increased net sales in 2014 by $20.6 million or 6.1% compared to 2013. Also contributing to this increase were higher unit volumes in 2014, which increased net sales by $17.8 million or 5.2% compared to 2013, primarily driven by the incremental sales from the Door-Stop acquisition. Additionally, net sales of other products to external customers were $1.5 million or 0.4% higher in 2014 compared to 2013.

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The proportion of net sales from interior and exterior products for the year endedDecember 28, 2014, was 79.2% and 20.8%, respectively, compared to 87.7% and 12.3% in the year endedDecember 29, 2013. The increased proportion of net sales of our exterior products was driven by the acquisition of Door-Stop, which only produces exterior products as well as the closure of our business in Poland, which primarily produced interior products.

Africa

Net sales to external customers from facilities in the Africa segment in the year endedDecember 28, 2014, were $56.6 million, a decrease of $13.0 million or 18.7% from $69.6 million in the year endedDecember 29, 2013. Net sales in 2014 were negatively impacted by $7.2 million as a result of foreign exchange rate fluctuations. Excluding this exchange rate impact, net sales would have decreased by $5.8 million or 8.3% due to changes in unit volume and average unit price. Net sales decreased by $22.9 million or 32.9% due to lower unit volumes in 2014 compared to 2013, primarily due to the explosion at the Estcourt mill that caused a disruption in production for several weeks in 2014. Changes in average unit price in 2014 increased net sales by $17.1 million or 24.6% compared to 2013.

On June 6, 2014, an explosion occurred in the power plant of our Estcourt mill in South Africa which reduced the site’s ability to generate steam and heat the kilns which, in turn, required the production lines to cease operating for several weeks. Currently, the mill is running at 100% of pre-incident levels. We are insured against property loss and business interruption, and we recognized $3.5 million in business interruption proceeds during the year ended December 28, 2014, as partial payment. These proceeds were recorded as a reduction to selling, general and administration expense in the consolidated statements of comprehensive income (loss).

Cost of Goods Sold

Cost of goods sold as a percentage of net sales was 85.6% and 87.0% for the years endedDecember 28, 2014, and December 29, 2013, respectively. The primary reason for the decrease in cost of goods sold as a percentage of net sales was the favorable impact of average unit price on our net sales across all segments. Additionally, material cost of sales, direct labor, depreciation, distribution and overhead as a percentage of net sales in 2014 decreased 1.0%, 0.1%, 0.1%, 0.1% and 0.1% respectively, over the 2013 period.

Selling, General and Administration Expenses

In the year endedDecember 28, 2014, selling, general and administration expenses, as a percentage of net sales, were 12.2%, compared to 12.0% in the year endedDecember 29, 2013, an increase of 20 basis points.

Selling, general and administration expenses in the year endedDecember 28, 2014, were $224.1 million, an increase of $16.9 million from $207.2 million in the year endedDecember 29, 2013. The increase was driven by $7.4 million of selling, general and administration expenses incurred in the Door-Stop operations during 2014, a net increase of $5.7 million in losses on disposals of property, plant and equipment, an increase of $3.1 million in professional fees, an additional $1.9 million of share based compensation expense, an increase of $1.1 million in advertising expense, an increase of $0.7 million in bad debt expense and other increases of $1.9 million. The increase in professional fees was driven by costs associated with complying with the Sarbanes-Oxley Act of 2002, our 2014 acquisitions and the disposition of underperforming assets. These increases were partially offset by a decrease of $4.2 million in personnel costs and a decrease due to foreign exchange impacts of $0.7 million.

Restructuring Costs

Restructuring costs in the year endedDecember 28, 2014, were $11.1 million, compared to $10.6 million in the year endedDecember 29, 2013. Restructuring costs in 2014 were related primarily to expenses incurred as part of the 2014 Plan. Costs incurred in 2013 were related primarily to the 2012 Restructuring Plan.

Asset Impairment

Asset impairment charges in the year endedDecember 28, 2014, were $18.2 million, compared to $1.9 million in the year endedDecember 29, 2013. Asset impairment charges in 2014 related to certain asset groups in the Europe, Asia and Latin America segment. Of this amount, $15.0 million related to property, plant and equipment and $3.2 million was related to definite-lived intangible assets. During the fourth quarter of 2014, management reassessed future

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cash flow expectations in certain underperforming markets in the Europe, Asia and Latin America segment. After reviewing the businesses, and in consideration of deteriorated market conditions, management initiated strategic actions which have resulted in a significant reduction in expected future cash flows. The resulting non-cash impairment charges for three of our asset groups were determined based upon the excess of the asset groups' carrying values over their respective fair values, determined using a discounted cash flows approach. Asset impairment charges in 2013 related to one piece of machinery in the North America segment. During the second quarter of 2013, management determined that the asset was no longer of any future value and the resulting non-cash impairment charge was based upon the asset's carrying value at the time of disposal.

Interest Expense, Net

Interest expense, net, in the year endedDecember 28, 2014, was $41.5 million, compared to $33.2 million in the year endedDecember 29, 2013. This increase primarily relates to the additional interest incurred in 2014 on the additional $125.0 million principal amount of 8.25% senior unsecured notes issued January 21, 2014. The increase in indebtedness and related interest expense in Canada was due to our issuance of the senior unsecured notes, which was reported in the North America segment results.

Other Expense (Income), Net

Other expense (income), net, in the year endedDecember 28, 2014, was $(0.6) million, compared to $2.3 million in the year endedDecember 29, 2013. The change in other expense (income), net, is due to our portion of dividends and the net gains and losses related to our non-majority owned unconsolidated subsidiaries that are recognized under the equity method of accounting, unrealized gains and losses on foreign currency remeasurements and other miscellaneous non-operating expenses.

Income Tax Expense (Benefit)

Our income tax expense in the year endedDecember 28, 2014, was $4.5 million, an increase of $25.9 million from $21.4 million of income tax benefit in the year endedDecember 29, 2013. Our income tax expense (benefit) is primarily due to the mix of income or losses within the tax jurisdictions with various tax rates in which we operate and income and losses in tax jurisdictions with existing valuation allowances. The increase in our income tax expense is primarily the result of a $29.6 million increase in income tax expense related to changes in our income tax valuation allowances.

Segment Information

	Year Ended December 28, 2014
(In thousands)	North America			Europe, Asia and Latin America			Africa			Total
Adjusted EBITDA	$	121,069		$	15,755		$	263		$	137,087
Percentage of segment net sales	8.7		%	4.1		%	0.5		%	7.5		%

	Year Ended December 29, 2013
(In thousands)	North America			Europe, Asia and Latin America			Africa			Total
Adjusted EBITDA	$	89,220		$	11,121		$	5,536		$	105,877
Percentage of segment net sales	6.8		%	3.3		%	8.0		%	6.1		%

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The following reconciles Adjusted EBITDA to net income (loss) attributable to Masonite:

	Year Ended December 28, 2014
(In thousands)	North America			Europe, Asia and Latin America			Africa			Total
Adjusted EBITDA	$	121,069		$	15,755		$	263		$	137,087
Less (plus):
Depreciation	39,567			17,543			3,512			60,622
Amortization	16,968			4,500			254			21,722
Share based compensation expense	9,605			—			—			9,605
Loss (gain) on disposal of property, plant and equipment	3,981			(322		)	157			3,816
Restructuring costs	633			10,497			7			11,137
Asset impairment	—			18,202			—			18,202
Interest expense (income), net	69,559			(28,202		)	168			41,525
Other expense (income), net	(953		)	366			—			(587		)
Income tax expense (benefit)	6,034			(40		)	(1,461		)	4,533
Loss (income) from discontinued operations, net of tax	569			61			—			630
Net income (loss) attributable to non-controlling interest	3,222			—			—			3,222
Net income (loss) attributable to Masonite	$	(28,116	)	$	(6,850	)	$	(2,374	)	$	(37,340	)

	Year Ended December 29, 2013
(In thousands)	North America			Europe, Asia and Latin America			Africa			Total
Adjusted EBITDA	$	89,220		$	11,121		$	5,536		$	105,877
Less (plus):
Depreciation	43,151			15,156			3,773			62,080
Amortization	15,079			1,979			—			17,058
Share based compensation expense	7,752			—			—			7,752
Loss (gain) on disposal of property, plant and equipment	944			(2,602		)	(117		)	(1,775		)
Registration and listing fees	2,421			—			—			2,421
Restructuring costs	2,791			6,697			1,142			10,630
Asset impairment	1,904			—			—			1,904
Interest expense (income), net	63,003			(29,911		)	138			33,230
Other expense (income), net	(848		)	3,164			—			2,316
Income tax expense (benefit)	(20,389		)	(1,507		)	519			(21,377		)
Loss (income) from discontinued operations, net of tax	598			—			—			598
Net income (loss) attributable to non-controlling interest	2,050			—			—			2,050
Net income (loss) attributable to Masonite	$	(29,236	)	$	18,145		$	81		$	(11,010	)

Adjusted EBITDA in our North America segment increased $31.9 million, or 35.8%, to $121.1 million in the year endedDecember 28, 2014, from $89.2 million in the year endedDecember 29, 2013. Adjusted EBITDA in our North America segment included a net business interruption claim recovery related to Marshfield of $4.5 million in 2013. Adjusted EBITDA in the North America segment included corporate allocations of shared costs of $48.8 million and $53.6 million in 2014 and 2013, respectively. The allocations generally consist of certain costs of human resources, legal, finance, information technology, research and development and share based compensation.

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Adjusted EBITDA in our Europe, Asia and Latin America segment increased $4.7 million, or 42.3%, to $15.8 million in the year endedDecember 28, 2014, from $11.1 million in the year endedDecember 29, 2013. Adjusted EBITDA in the Europe, Asia and Latin America segment included corporate allocations of shared costs of $2.4 million and $2.8 million in 2014 and 2013, respectively. The allocations generally consist of certain costs of human resources, legal, finance and information technology.

Adjusted EBITDA in our Africa segment decreased $5.2 million to $0.3 million in the year endedDecember 28, 2014, from $5.5 million in the year endedDecember 29, 2013, primarily due to the explosion at the Estcourt mill that caused a disruption in production for several weeks in 2014. Adjusted EBITDA in the Africa segment included a net business interruption claim recovery of $3.5 million in 2014. Adjusted EBITDA in the Africa segment included corporate allocations of shared costs of $2.7 million and $2.4 million in 2014 and 2013. The allocations generally consist of certain costs of human resources, legal, finance and information technology.

Year Ended December 29, 2013, Compared With Year Ended December 30, 2012

Net Sales

Net sales in the year endedDecember 29, 2013, were $1,731.1 million, an increase of $55.1 million or 3.3% from $1,676.0 million in the year endedDecember 30, 2012. Net sales in 2013 were $15.7 million lower due to a strengthening of the U.S. dollar. Excluding this exchange rate impact, net sales would have increased by $70.8 million or 4.2% due to changes in unit volume, average unit price and sales of other products. Higher unit volumes in 2013 increased net sales by $30.3 million or 1.8%. Changes in average unit price increased net sales in 2013 by $50.1 million or 3.0%. Net sales of other products were $9.6 million lower in 2013 compared to 2012.

The proportion of net sales from interior and exterior products in the year endedDecember 29, 2013, was 72.8% and 27.2%, respectively, compared to 73.6% and 26.4% in the year endedDecember 30, 2012. The reduced proportion of sales of our interior products was primarily driven by the closure of our businesses in Poland, Hungary and Romania as part of the 2013 and 2012 Restructuring Plans, as those businesses primarily produced interior products.

Net Sales and Percentage of Net Sales by Principal Geographic Region

	Year Ended
(In thousands)	December 29, 2013			December 30, 2012
North America	$	1,322,365		$	1,225,420
North America intersegment	(727		)	(1,369		)
North America net sales to external customers	$	1,321,638		$	1,224,051
Percentage of net sales	76.4		%	73.0		%
Europe, Asia and Latin America	$	354,615		$	385,323
Europe, Asia and Latin America intersegment	(14,686		)	(14,988		)
Europe, Asia and Latin America net sales to external customers	$	339,929		$	370,335
Percentage of net sales	19.6		%	22.1		%
Africa	$	69,617		$	81,801
Africa intersegment	(41		)	(182		)
Africa net sales to external customers	$	69,576		$	81,619
Percentage of net sales	4.0		%	4.9		%
Net sales to external customers	$	1,731,143		$	1,676,005

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North America

Net sales to external customers from facilities in the North America segment in the year endedDecember 29, 2013, were $1,321.6 million, an increase of $97.5 million or 8.0% from $1,224.1 million in the year endedDecember 30, 2012. Net sales in 2013 were $7.1 million lower due to a strengthening of the U.S. dollar. Excluding this exchange rate impact, net sales would have increased by $104.6 million or 8.5% due to changes in unit volume, average unit price and sales of other products. Higher unit volumes in 2013 increased net sales by $67.4 million or 5.5% compared to 2012, primarily due to incremental sales from our recent acquisitions and increases in residential demand driven by increased new construction, which were partially offset by the loss of a portion of our Lowe's business. Additionally, changes in average unit price increased net sales in 2013 by $36.9 million or 3.0% compared to 2012. Net sales of other products to external customers were $0.3 million higher in 2013 compared to 2012.

The proportion of net sales from interior and exterior products in the year endedDecember 29, 2013, was 67.5% and 32.5%, respectively, compared to 67.4% and 32.6% in the year endedDecember 30, 2012.

Europe, Asia and Latin America

Net sales to external customers from facilities in the Europe, Asia and Latin America segment in the year endedDecember 29, 2013, were $339.9 million, a decrease of $30.4 million or 8.2% from $370.3 million in the year endedDecember 30, 2012. Net sales in 2013 were $3.7 million higher due to a weakening of the U.S. dollar. Excluding the impact of changes in exchange rates, net sales would have decreased by $34.1 million or 9.2% due to changes in unit volume, average unit price and sales of other products. Net sales in 2013 decreased due to a decline in unit volumes as a result of the broader market downturn in these regions and our decision to discontinue certain unprofitable product lines, which resulted in a $33.3 million or 9.0% decrease in net sales in 2013 compared to 2012. Net sales of other products to external customers were $9.9 million or 2.7% lower in 2013 compared to 2012. Partially offsetting the decline in net sales in 2013, were changes in average unit price, which increased net sales in 2013 by $9.1 million or 2.5% compared to 2012.

The proportion of net sales from interior and exterior products for the year endedDecember 29, 2013, was 87.7% and 12.3%, respectively, compared to 88.0% and 12.0% in the year endedDecember 30, 2012. The reduced proportion of sales of our interior products was primarily driven by the closure of our businesses in Poland, Hungary and Romania as part of the 2013 and 2012 Restructuring Plans, as those businesses primarily produced interior products.

Africa

Net sales to external customers from facilities in the Africa segment in the year endedDecember 29, 2013, were $69.6 million, a decrease of $12.0 million or 14.7% from $81.6 million in the year endedDecember 30, 2012. Net sales in 2013 were $12.3 million lower due to a strengthening of the U.S. dollar. Excluding the impact of changes in exchange rates, net sales would have increased by $0.3 million or 0.4% due to changes in unit volume and average unit price. Changes in average unit price in 2013 increased net sales by $4.1 million or 5.0% compared to 2012. This increase was partially offset by lower unit volumes which decreased net sales in 2013 by $3.8 million or 4.7% compared to 2012.

Cost of Goods Sold

Cost of goods sold as a percentage of net sales was 87.0% and 87.1% for the year-ended December 29, 2013, and December 30, 2012, respectively. Cost of goods sold as a percentage of net sales was impacted by a number of factors, including average unit price. Additionally, overhead, depreciation and distribution costs as a percentage of net sales in 2013 decreased 0.3%, 0.3% and 0.2% respectively, over 2012. These decreases were partially offset by an increase in direct labor as a percentage of net sales of 0.7% over 2012. Material costs as a percentage of net sales were flat in fiscal year 2013 over 2012.

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Selling, General and Administration Expenses

In the year endedDecember 29, 2013, selling, general and administration expenses, as a percentage of net sales, were 12.0%, compared to 12.3% in the year endedDecember 30, 2012, a decrease of 30 basis points.

Selling, general and administration expenses in the year endedDecember 29, 2013, were $207.2 million, an increase of $0.5 million from $206.7 million in the year endedDecember 30, 2012. This increase was driven by increased depreciation and amortization of $2.7 million, registration and listing fees of $2.4 million, a $1.2 million increase in share based compensation expense in 2013 compared to 2012 and other increases of $0.1 million. These amounts were partially offset by a reduction of selling, general and administration expenses due to the incremental $1.2 million of business interruption claims received, a reduction in losses on disposals of property, plant and equipment of $4.5 million and a decrease due to foreign exchange impacts of $0.2 million.

Restructuring Costs

Restructuring costs in the year endedDecember 29, 2013, were $10.6 million, compared to $11.4 million in the year endedDecember 30, 2012. Restructuring costs in 2013 were related primarily to expenses incurred as part of the 2013 Restructuring Plan, as well as expenses incurred relating to actions implemented as part of the 2012 Restructuring Plan. Costs incurred in 2012 were related primarily to the implementation of the 2012 Restructuring Plan.

Asset Impairment

Asset impairment charges in the year endedDecember 29, 2013, were $1.9 million, compared to $1.4 million in the year endedDecember 30, 2012. Asset impairment charges in 2013 related to one piece of machinery in the North America segment. During the second quarter of 2013, management determined that the asset was no longer of any future value and the resulting non-cash impairment charge was based upon the asset's carrying value at the time of disposal. Asset impairment charges in 2012 related to revaluation of assets held for sale in the North America segment. These non-cash impairment charges were based upon the excess of the assets' carrying values over their respective fair values (net of selling costs).

Interest Expense, Net

Interest expense, net, in the year endedDecember 29, 2013, was $33.2 million, compared to $31.5 million in the year endedDecember 30, 2012. This increase primarily relates to the additional interest incurred in 2013 on the $100.0 million principal amount of 8.25% senior unsecured notes issued in March of 2012. The increase in indebtedness and related interest expense in Canada was due to our issuance of the senior unsecured notes, which was reported in the North America segment results.

Other Expense (Income), Net

Other expense (income), net, in the year endedDecember 29, 2013, was $2.3 million, compared to $0.5 million in the year endedDecember 30, 2012. The change in other expense (income), net, is due to our portion of dividends and the net gains and losses related to our non-majority owned unconsolidated subsidiaries that are recognized under the equity method of accounting, unrealized gains and losses on foreign currency remeasurements and other miscellaneous non-operating expenses.

Income Tax Expense (Benefit)

Our income tax benefit in the year endedDecember 29, 2013 was $21.4 million, an increase of $8.0 million from $13.4 million in the year endedDecember 30, 2012. Our income tax benefit is primarily due to the mix of income or losses within the tax jurisdictions with various tax rates in which we operate in, income and losses in tax jurisdictions with existing valuation allowances, and discrete items that may occur in any given year, but are not consistent from year to year. The increase in our income tax benefit is primarily the result of a $13.1 million increase in income tax benefit related to changes in our income tax valuation allowances and a $1.7 million increase in income tax benefit related to tax exempt income. These amounts were offset by a $4.0 million increase in income tax expense related to changes in

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enacted income tax rates used in the measurement of deferred tax assets and liabilities and a $2.7 million increase in income tax expense associated with the impact of Canadian tax legislation enacted during 2013.

Segment Information

	Year Ended December 29, 2013
(In thousands)	North America			Europe, Asia and Latin America			Africa			Total
Adjusted EBITDA	$	89,220		$	11,121		$	5,536		$	105,877
Percentage of segment net sales	6.8		%	3.3		%	8.0		%	6.1		%

	Year Ended December 30, 2012
(In thousands)	North America			Europe, Asia and Latin America			Africa			Total
Adjusted EBITDA	$	73,786		$	17,060		$	6,415		$	97,261
Percentage of segment net sales	6.0		%	4.6		%	7.9		%	5.8		%

The following reconciles Adjusted EBITDA to net income (loss) attributable to Masonite:

	Year Ended December 29, 2013
(In thousands)	North America			Europe, Asia and Latin America			Africa			Total
Adjusted EBITDA	$	89,220		$	11,121		$	5,536		$	105,877
Less (plus):
Depreciation	43,151			15,156			3,773			62,080
Amortization	15,079			1,979			—			17,058
Share based compensation expense	7,752			—			—			7,752
Loss (gain) on disposal of property, plant and equipment	944			(2,602		)	(117		)	(1,775		)
Registration and listing fees	2,421			—			—			2,421
Restructuring costs	2,791			6,697			1,142			10,630
Asset impairment	1,904			—			—			1,904
Interest expense (income), net	63,003			(29,911		)	138			33,230
Other expense (income), net	(848		)	3,164			—			2,316
Income tax expense (benefit)	(20,389		)	(1,507		)	519			(21,377		)
Loss (income) from discontinued operations, net of tax	598			—			—			598
Net income (loss) attributable to non-controlling interest	2,050			—			—			2,050
Net income (loss) attributable to Masonite	$	(29,236	)	$	18,145		$	81		$	(11,010	)

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	Year Ended December 30, 2012
(In thousands)	North America			Europe, Asia and Latin America			Africa			Total
Adjusted EBITDA	$	73,786		$	17,060		$	6,415		$	97,261
Less (plus):
Depreciation	41,665			17,540			4,143			63,348
Amortization	12,787			2,289			—			15,076
Share based compensation expense	6,517			—			—			6,517
Loss (gain) on disposal of property, plant and equipment	2,494			230			—			2,724
Restructuring costs	3,721			7,710			—			11,431
Asset impairment	1,350			—			—			1,350
Interest expense (income), net	60,939			(29,422		)	(63		)	31,454
Other expense (income), net	688			(160		)	—			528
Income tax expense (benefit)	(13,007		)	(828		)	470			(13,365		)
Loss (income) from discontinued operations, net of tax	(1,480		)	—			—			(1,480		)
Net income (loss) attributable to non-controlling interest	2,923			—			—			2,923
Net income (loss) attributable to Masonite	$	(44,811	)	$	19,701		$	1,865		$	(23,245	)

Adjusted EBITDA in our North America segment increased $15.4 million, or 20.9%, to $89.2 million in the year endedDecember 29, 2013, from $73.8 million in the year endedDecember 30, 2012. Adjusted EBITDA in our North America segment includes net business interruption claim recoveries of $4.5 million and $3.3 million in 2013 and 2012, respectively. Additionally, Adjusted EBITDA in the North America segment included corporate allocations of shared costs of $53.6 million and $52.1 million in 2013 and 2012, respectively. The allocations generally consist of certain costs of human resources, legal, finance, information technology, research and development and share based compensation.

Adjusted EBITDA in our Europe, Asia and Latin America segment decreased $6.0 million, or 35.1%, to $11.1 million in the year endedDecember 29, 2013, from $17.1 million in the year endedDecember 30, 2012. This decline is primarily attributable to product quality issues in Israel as well as the broader market downturn. Adjusted EBITDA in the Europe, Asia and Latin America segment included corporate allocations of shared costs of $2.8 million and $4.4 million in 2013 and 2012, respectively. The allocations generally consist of certain costs of human resources, legal, finance and information technology.

Adjusted EBITDA in our Africa segment decreased $0.9 million, or 14.1%, to $5.5 million in year endedDecember 29, 2013, from $6.4 million in the year endedDecember 30, 2012. Adjusted EBITDA in the Africa segment included corporate allocations of shared costs of $2.4 million and $2.7 million in 2013 and 2012, respectively. The allocations generally consist of certain costs of human resources, legal, finance and information technology.

Liquidity and Capital Resources

Our liquidity needs for operations vary throughout the year. Our principal sources of liquidity are cash flows from operating activities, the borrowings under our ABL Facility and accounts receivable sales program, or AR Sales Program, and our existing cash balance.

We believe that our cash balance on hand, future cash generated from operations, the use of our AR Sales Program, our ABL Facility, and ability to access the capital markets will provide adequate liquidity for the foreseeable future. As of December 28, 2014, we had $192.0 million of cash and cash equivalents, availability under our ABL Facility of $121.8 million and availability under our AR Sales Program of $13.9 million.

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Cash Flows

Cash flows from Operating Activities

Cash provided by operating activities was $77.4 million during the year endedDecember 28, 2014. This amount is primarily driven by certain non-cash items in net income (loss) including depreciation and amortization of $82.3 million, asset impairments of $19.6 million, share based compensation costs of $9.6 million, non-cash loss on deconsolidation of $6.2 million and losses on disposals of property, plant and equipment of $3.8 million. Additionally, cash inflows were generated by an increase in accounts payable and accrued expenses of $23.6 million, a decrease in prepaid expenses of $1.4 million and other operating inflows of $0.6 million. These cash inflows were partially offset by our net loss of $34.1 million, pension and post-retirement funding (net of expense) of $6.8 million, noncash deferred income tax benefit of $2.0 million, an increase in accounts receivable of $14.0 million correlating to our increased sales and an increase in inventories of $12.8 million.

Cash provided by operating activities was $47.5 million during the year ended December 29, 2013. This amount was primarily driven by certain noncash items in net income (loss) including depreciation and amortization of $79.1 million, share based compensation expense of $7.8 million and asset impairments of $3.3 million. Additionally, cash inflows were generated by dividends from equity investees of $1.2 million, a decrease in accounts receivable of $9.2 million and other operating inflows of $1.7 million. These cash inflows were partially offset by our net loss of $9.0 million, noncash deferred income tax benefit of $23.2 million, pension and post-retirement funding (net of expense) of $1.9 million, an increase in inventories of $8.7 million, an increase in prepaid expenses of $3.5 million, a decrease in accounts payable and accrued expenses of $5.1 million and a net cash outflow from changes in other assets and liabilities of $3.4 million.

Cash provided by operating activities was $55.2 million during the year ended December 30, 2012. This amount is primarily driven by certain noncash items in net income (loss) including depreciation and amortization of $78.4 million, share based compensation costs of $6.5 million, loss on disposal of property, plant and equipment of $2.7 million and asset impairments of $2.6 million. Additionally, cash inflows were generated by dividends from equity investees of $1.3 million, an increase in accounts payable and accrued expenses of $16.3 million and a decrease in prepaid expenses of $1.3 million. These cash inflows were partially offset by our net loss of $20.3 million, noncash deferred income tax benefit of $15.6 million, pension and post-retirement funding (net of expenses) of $3.7 million, income related to discontinued operations of $1.5 million, an increase in accounts receivable of $9.6 million correlating to our increased sales and an increase in inventories of $3.1 million and other operating outflows of $0.1 million.

Cash flows from Investing Activities

Cash used in investing activities was $100.9 million during the year endedDecember 28, 2014. The primary uses of cash in investing activities were cash used in the acquisitions (net of cash acquired) of $54.3 million, additions to property, plant and equipment of $50.1 million, loss on deconsolidation of $1.1 million and other investing outflows of $2.4 million. These cash outflows were partially offset by proceeds from sales of property, plant and equipment of $7.0 million.

Cash used in investing activities was $54.5 million during the year endedDecember 29, 2013. The primary uses of cash in investing activities were additions to property, plant and equipment of $46.0 million, cash used in acquisitions (including payment of holdbacks from previous acquisitions) of $15.4 million, an increase of restricted cash of $1.1 million and other investing outflows of $1.7 million. These outflows were partially offset by proceeds from sales of property, plant and equipment of $9.6 million.

Cash used in investing activities was $136.1 million during the year ended December 30, 2012. The primary uses of cash in investing activities were cash used in acquisitions (net of cash acquired) of $88.4 million and additions to property, plant and equipment of $48.4 million. These outflows were partially offset by other investing inflows of $0.7 million. The cash used in acquisitions relates to the Lemieux, Algoma and Baillargeon acquisitions, as well as portions of holdbacks paid for our 2010 acquisitions.

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Cash flows from Financing Activities

Cash provided by financing activities was $128.8 million during the year endedDecember 28, 2014. The primary sources of cash provided by financing activities were the proceeds from the issuance of $125.0 million aggregate principal amount of additional Senior Notes in the amount of $138.7 million and proceeds from warrant conversions of $0.3 million. These cash inflows were partially offset by the payment of financing costs relating to these additional Senior Notes of $1.9 million, payments of $3.2 million for minimum tax withholdings from the issuance of share based awards and dividends paid to the minority owners of our non-wholly-owned subsidiaries of $5.0 million.

Cash used in financing activities was $11.1 million during the year endedDecember 29, 2013, which was due to payments of $5.9 million for minimum tax withholdings from the issuance of share based awards, dividends paid to the minority owners of our non-wholly-owned subsidiaries of $3.7 million and the return of capital paid to recipients of share based awards in the amount of $1.5 million.

Cash provided by financing activities was $94.2 million during year ended December 30, 2012. The primary source of cash provided by financing activities was the proceeds from the issuance of the $100.0 million aggregate principal amount of additional Senior Notes in the amount of $103.5 million. This cash inflow was partially offset by the payment of financing costs relating to these additional Senior Notes of $2.0 million, dividends paid to the minority owners of our non-wholly-owned subsidiaries of $5.7 million and the return of capital paid to recipients of share based awards in the amount of $1.5 million.

Other Liquidity Matters

Our anticipated uses of cash in the near term include working capital needs, especially in the case of a market recovery, and capital expenditures. As of December 28, 2014, we do not have any material commitments for capital expenditures. We anticipate capital expenditures in fiscal year 2015 to be approximately $60 million to $65 million. On a continual basis, we evaluate and consider tuck-in and strategic acquisitions, divestitures, and joint ventures to create shareholder value and enhance financial performance.

Our cash and cash equivalents balance includes cash held in foreign countries in which we operate. Cash held outside Canada, in which we are incorporated, is free from significant restrictions that would prevent the cash from being accessed to meet our liquidity needs including, if necessary, to fund operations and service debt obligations in Canada. However, earnings from certain jurisdictions are indefinitely reinvested in those jurisdictions. Upon the repatriation of any earnings to Canada, in the form of dividends or otherwise, we may be subject to Canadian income taxes and withholding taxes payable to the various foreign countries. As of December 28, 2014, we do not believe adverse tax consequences exist that restrict our use of cash or cash equivalents in a material manner.

We also routinely monitor the changes in the financial condition of our customers and the potential impact on our results of operations. There has not been a change in the financial condition of a customer that has had a material adverse effect on our results of operations. However, if economic conditions were to deteriorate, it is possible that there could be an impact on our results of operations in a future period and this impact could be material.

Accounts Receivable Sales Program

We maintain an AR Sales Program with a third party. Under the AR Sales Program, we can transfer ownership of eligible trade accounts receivable of a large retail customer without recourse or ongoing involvement to a third party purchaser in exchange for cash. Transfers of receivables under this program are accounted for as sales. Proceeds from the transfers reflect the face value of the accounts receivable less a discount. Receivables sold under the AR Sales Program are excluded from trade accounts receivable in the consolidated balance sheets and are reflected as cash provided by operating activities in the consolidated statements of cash flows. The discount on the sales of trade accounts receivable sold under the AR Sales Program were not material for any of the periods presented and were recorded to selling, general and administration expense within the consolidated statements of comprehensive income (loss).

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Senior Notes

On January 21, 2014, March 9, 2012, and April 15, 2011, we issued $125.0 million, $100.0 million and $275.0 million aggregate principal senior unsecured notes, respectively (the "Senior Notes"). All issuances of the Senior Notes have the same terms, rights and obligations, and were issued in the same series. The Senior Notes were issued in three private placements for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, (the "Securities Act") and to buyers outside the United States pursuant to Regulation S under the Securities Act. The Senior Notes were issued without registration rights and are not listed on any securities exchange. The Senior Notes bear interest at 8.25% per annum, payable in cash semiannually in arrears on April 15 and October 15 of each year and are due April 15, 2021. We received net proceeds of $136.8 million, $101.5 million and $265.5 million in 2014, 2012 and 2011, respectively, after deducting $1.9 million, $2.0 million and $9.5 million of transaction issuance costs. The transaction costs were capitalized as deferred financing costs (included in other assets) and are being amortized to interest expense over the term of the Senior Notes using the effective interest method. The Senior Notes were issued at 108.75%, 103.50% and par in 2014, 2012 and 2011, respectively. The resulting premiums of $10.9 million and $3.5 million in 2014 and 2012, respectively, are being amortized to interest expense over the term of the Senior Notes using the effective interest method. The net proceeds from the Senior Notes were used to fund a $124.9 million return of capital to shareholders in 2011, in the amount of $4.54 per share; as well as the acquisitions of eight companies since 2011 for aggregate consideration of $297.5 million. The remaining proceeds from the Senior Notes are intended for general corporate purposes, which may include funding future acquisitions. Interest expense relating to the Senior Notes was $39.4 million, $31.9 million, and $30.0 million for the years ended December 28, 2014, December 29, 2013, and December 30, 2012, respectively.

Obligations under the Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by certain of our directly or indirectly wholly-owned subsidiaries. We may redeem the Senior Notes under certain circumstances specified therein. The indenture governing the Senior Notes contains restrictive covenants that, among other things, limit our ability and our subsidiaries’ ability to: (i) incur additional debt and issue disqualified or preferred stock, (ii) make restricted payments, (iii) sell assets, (iv) create or permit restrictions on the ability of our restricted subsidiaries to pay dividends or make other distributions to us, (v) create or incur certain liens, (vi) enter into sale and leaseback transactions, (vii) merge or consolidate with other entities and (viii) enter into transactions with affiliates. The foregoing limitations are subject to exceptions as set forth in the indenture governing the Senior Notes. In addition, if in the future the Senior Notes have an investment grade rating from at least two nationally recognized statistical rating organizations, certain of these covenants will be replaced with a less restrictive covenant. The indenture governing the Senior Notes contains customary events of default (subject in certain cases to customary grace and cure periods). As of both December 28, 2014, and December 29, 2013, we were in compliance with all covenants under the indenture governing the Senior Notes.

ABL Facility

In May 2011, we and certain of our subsidiaries, as borrowers, entered into a $125.0 million ABL Facility. The borrowing base is calculated based on a percentage of the value of selected U.S. and Canadian accounts receivable and U.S. and Canadian inventory, less certain ineligible amounts. Based upon the borrowing base as of December 28, 2014, we had approximately $121.8 million of availability under the ABL Facility.

Obligations under the ABL Facility are secured by a first priority security interest in substantially all of our current assets, including those of our subsidiaries. In addition, obligations under the ABL Facility are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by certain of our directly or indirectly wholly-owned subsidiaries.

Borrowings under the ABL Facility will bear interest at a variable rate per annum equal to, at our option, (i) the London Interbank Offered Rate, or LIBOR, plus a margin ranging from 2.00% to 2.50% per annum, or (ii) the Base Rate (as defined in the ABL Facility agreement), plus a margin ranging from 1.00% to 1.50% per annum. In addition to paying interest on any outstanding principal under the ABL Facility, we are required to pay a commitment fee in respect of unutilized commitments of 0.25% of the aggregate commitments under the ABL Facility if the average utilization is greater than 50% for any applicable period, and 0.375% of the aggregate commitments under the ABL Facility if the average utilization is less than or equal to 50% for any applicable period. We must also pay customary letter of credit fees and agency fees.

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The ABL Facility contains various customary representations, warranties and covenants by us, that, among other things, and subject to certain exceptions, restrict our ability and our subsidiaries’ ability to: (i) incur additional indebtedness, (ii) pay dividends on our common shares and make other restricted payments, (iii) make investments and acquisitions, (iv) engage in transactions with our affiliates, (v) sell assets, (vi) merge and (vii) create liens. As of both December 28, 2014, and December 29, 2013, we were in compliance with all covenants under the credit agreement governing the ABL Facility and there were no amounts outstanding under the ABL Facility.

Supplemental Guarantor Financial Information

Our obligations under the Senior Notes and the ABL Facility are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by certain of our directly or indirectly wholly-owned subsidiaries. The following unaudited supplemental financial information for our non-guarantor subsidiaries is presented:

Our non-guarantor subsidiaries generated external net sales of $1,533.3 million, $1,404.4 million and $1,472.9 million for the years ended December 28, 2014, December 29, 2013, and December 30, 2012, respectively.

Our non-guarantor subsidiaries generated Adjusted EBITDA of $121.0 million, $67.7 million and $97.0 million for the years ended December 28, 2014, December 29, 2013, and December 30, 2012, respectively.

Our non-guarantor subsidiaries had total assets of $1.4 billion and $1.4 billion as of December 28, 2014, and December 29, 2013, respectively; and total liabilities of $791.2 million and $718.8 million as of December 28, 2014, and December 29, 2013, respectively.

Contractual Obligations

The following table presents our contractual obligations over the periods indicated as of December 28, 2014:

	Fiscal Year Ended
(In thousands)	2015		2016		2017		2018		2019		Thereafter		Total
Long-term debt maturities	$	—	$	—	$	—	$	—	$	—	$	500,000	$	500,000
Scheduled interest payments	41,251		41,251		41,251		41,251		41,251		61,877		268,132
Operating leases	16,882		12,776		10,459		9,681		9,019		62,509		121,326
Pension contributions	6,058		901		947		1,993		3,045		10,754		23,698
Total (1)	$	62,941	$	54,162	$	52,115	$	52,384	$	52,835	$	635,140	$	909,577

____________

(1) As of December 28, 2014, we have $8.3 million recorded as a long-term liability for uncertain tax positions. We are not able to reasonably estimate the timing of payments, or the amount by which our liability for these uncertain tax positions will increase or decrease over time, and accordingly, this liability has been excluded from the above table.

Off-Balance Sheet Arrangements

We do not have any material off-balance sheet arrangements.

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Critical Accounting Policies and Estimates

Our significant accounting policies are fully disclosed in our annual consolidated financial statements included elsewhere in this Annual Report. We consider the following policies to be most critical in understanding the judgments that are involved in preparing our consolidated financial statements.

Business Acquisition Accounting

We use the acquisition method of accounting for all business acquisitions. We allocate the purchase price of our business acquisitions based on the fair value of identifiable tangible and intangible assets. The difference between the total cost of the acquisitions and the sum of the fair values of the acquired tangible and intangible assets less liabilities is recorded as goodwill.

Goodwill

We evaluate all business combinations for intangible assets that should be recognized and reported apart from goodwill. Goodwill is not amortized but instead is tested annually for impairment on the last day of fiscal November, or more frequently if events or changes in circumstances indicate the carrying amount may not be recoverable. The test for impairment is performed at the reporting unit level by comparing the reporting unit’s carrying amount to its fair value. Possible impairment in goodwill is first analyzed using qualitative factors such as macroeconomic and market conditions, changing costs and actual and projected performance, amongst others, to determine whether it is more likely than not that the book value of the reporting unit exceeds its fair value. If it is determined more likely than not that the book value exceeds fair value, a quantitative analysis is performed to test for impairment. When quantitative steps are determined necessary, the fair values of the reporting units are estimated through the use of discounted cash flow analyses and market multiples. If the carrying amount exceeds fair value, then goodwill is impaired. Any impairment in goodwill is measured by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and comparing the notional goodwill from the fair value allocation to the carrying value of the goodwill. We performed a quantitative impairment test during the fourth quarter of 2014 and determined that goodwill was not impaired. The estimated fair value of our goodwill significantly exceeded the estimated carrying value.

Intangible Assets

Intangible assets with definite lives include customer relationships, non-compete agreements, patents, supply agreements, certain acquired trademarks and system software development. Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortizable intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying value may be greater than the fair value. An impairment loss is recognized when the estimate of undiscounted future cash flows generated by such assets is less than the carrying amount. Measurement of the impairment loss is based on the fair value of the asset, determined using discounted cash flows when quoted market prices are not readily available. Indefinite-lived intangible assets are tested for impairment annually on the last day of fiscal November, or more frequently if events or circumstances indicated that the carrying value may exceed the fair value. The inputs utilized to derive projected cash flows are subject to significant judgments and uncertainties. As such, the realized cash flows could differ significantly from those estimated. We performed a quantitative impairment test during the fourth quarter of 2014 and determined that indefinite-lived intangible assets were not impaired.

Long-lived Assets

Long-lived assets other than goodwill and indefinite-lived intangible assets, which are separately tested for impairment, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. When evaluating long-lived assets for potential impairment, we first compare the carrying value of the asset to the estimates of asset’s useful lives and undiscounted future cash flows based on market participant assumptions. If the undiscounted expected future cash flows are less than the carrying amount of the asset and the carrying amount of the asset exceeds its fair value, an impairment loss is recognized.

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Income Taxes

As a multinational corporation, we are subject to taxation in many jurisdictions and the calculation of our tax liabilities involves dealing with inherent uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. We assess the income tax positions and record tax liabilities for all years subject to examination based upon our evaluation of the facts, circumstances and information available as of the reporting date. We account for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities at enacted rates. We base our estimate of deferred tax assets and liabilities on current tax laws and rates and, in certain cases, business plans and other expectations about future outcomes. We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. While we have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event that we were to determine that we would be able to realize our deferred tax assets in the future in excess of our net recorded amount, an adjustment to the deferred tax assets would be a credit to income in the period such determination was made. The consolidated financial statements include increases in the valuation allowances as a result of uncertainty regarding our ability to realize certain deferred tax assets in the future. Our accounting for deferred tax consequences represents our best estimate of future events that can be appropriately reflected in the accounting estimates. Changes in existing tax laws, regulations, rates and future operating results may affect the amount of deferred tax liabilities or the valuation of deferred tax assets over time. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are also subject to change as a result in changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Although we believe the measurement of liabilities for uncertain tax positions is reasonable, no assurance can be given that the final outcomes of these matters will not be different than what is reflected in the historical income tax provisions and accruals. If we ultimately determine that the payment of these liabilities will be unnecessary, the liability is reversed and a tax benefit is recognized in the period in which such determination is made. Conversely, additional tax charges are recorded in a period in which it is determined that a recorded tax liability is less than the ultimate assessment is expected to be. If additional taxes are assessed as a result of an audit or litigation, there could be a material effect on our income tax provision and net income in the period or periods for which that determination is made.

Inventory

We value inventories at the lower of cost or replacement cost for raw materials, and the lower of cost or net realizable value for finished goods, with expense estimates made for obsolescence or unsaleable inventory. In determining net realizable value, we consider such factors as yield, turnover and aging, expected future demand and market conditions, as well as past experience. A change in the underlying assumptions related to these factors could affect the valuation of inventory and have a corresponding effect on cost of goods sold. Historically, actual results have not significantly deviated from those determined using these estimates.

Employee Future Benefit Plans

Measurements of the obligations under our defined benefit pension plans are subject to several significant estimates. These estimates include the rate of return on plan assets and the rate at which the future obligations are discounted to value the liability. Additionally, the cost of providing benefits depends on demographic assumptions including retirements, mortality, turnover and plan participation. We typically use actuaries to assist us in preparing these calculations and determining these assumptions. Our annual measurement date is the last day of the fiscal year for our defined benefit pension plans. Changes in these assumptions could impact future pension expense. The excess of the net actuarial gain (loss) over 10% of the greater of the benefit obligation and the fair value of plan assets at the beginning of the year is amortized over the average remaining service lives of its members. These estimates may differ from actual results that will occur over an extended period of time. Any significant differences may have an effect on the recorded pension expense and carrying value of the plans’ net assets or net liabilities.

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Share Based Compensation Plan

We have a share based compensation plan, which dictates the issuance of common shares to employees as compensation through various grants of share instruments. We apply the fair value method of accounting using the Black-Scholes-Merton option pricing model to determine the compensation expense for stock appreciation rights. The compensation expense for the 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.

Deferred Compensation Plan

Effective August 13, 2012, the Board of Directors adopted a Deferred Compensation Plan, or DCP, whereby certain employees and directors in the United States may elect to defer to a later date a portion of their base pay, bonuses, restricted stock awards and director fees. The DCP is an unfunded participant-directed plan where we have the option to contribute the deferrals into a rabbi trust where investments could be made.

Assets of the rabbi trust, other than Company shares, are recorded at fair value and included in other assets in the consolidated balance sheets. These assets in the rabbi trust are classified as trading securities and changes in their fair values are recorded in other income (loss) in the consolidated statements of comprehensive income (loss). The liability relating to deferred compensation represents our obligation to distribute funds to the participants in the future and is included in other liabilities in the consolidated balance sheets. Any unfunded gain or loss relating to changes in the fair value of the deferred compensation liability are recognized in selling, general and administration expense in the consolidated statements of comprehensive income (loss).

Variable Interest Entity

The accounting method used for our investments is dependent upon the influence we have over the investee. We consolidate subsidiaries when we are able to exert control over the financial and operating policies of the investee, which generally occurs if we own a 50% or greater voting interest.

Pursuant to ASC 810, “Consolidation”, for certain investments where the risks and rewards of ownership are not directly linked to voting interests (“variable interest entities” or “VIEs”), an investee may be consolidated if we are considered the primary beneficiary of the VIE. The primary beneficiary of a VIE is the party that has the power to direct the activities of the VIE which most significantly impact the VIE’s economic performance and that has the obligation to absorb losses of the VIE which could potentially be significant to the VIE.

Significant judgment is required in the determination of whether we are the primary beneficiary of a VIE. Estimates and assumptions made in such analyses include, but are not limited to, the market price of input costs, the market price for finished products, market demand conditions within various regions and the probability of certain other outcomes.

Changes in Accounting Standards and Policies

Adoption of Recent Accounting Pronouncements

In July 2013, the FASB issued ASU 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists," which amended ASC 740, "Income Taxes." This ASU addresses the diversity in practice regarding financial statement presentation of an unrecognized tax benefit when a net operating loss, a similar tax loss or a tax credit carryforward exists. This ASU requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward, except as follows: to the extent a net operating loss carryforward, a similar tax loss or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from

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the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This ASU was effective prospectively for reporting periods beginning after December 15, 2013, and early adoption was permitted. The adoption of this standard did not have a material impact on the presentation of our financial statements.

In March 2013, the FASB issued ASU 2013-05, "Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity," which amended ASC 830, "Foreign Currency Matters." This ASU updates accounting guidance related to the application of consolidation guidance and foreign currency matters. This ASU resolves the diversity in practice about what guidance applies to the release of the cumulative translation adjustment into net income. This ASU was effective prospectively for annual reporting periods beginning after December 15, 2013, and interim periods within those annual periods. The adoption of this standard did not have a material impact on the presentation of our financial statements. Any future impact of ASU 2013-05 on our financial position and results of operations will depend upon the nature and extent of future sales or dispositions of any entities that had created a cumulative translation adjustment.

Other Recent Accounting Pronouncements not yet Adopted

In August 2014, the FASB issued ASU 2014-15, "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern," which amended ASC 205-40, "Presentation of Financial Statements - Going Concern". This ASU requires 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 entity's financial statements and to provide related footnote disclosures. This ASU is effective for annual reporting periods ending after December 15, 2016, and interim periods thereafter; early adoption is permitted. We are in the process of evaluating this guidance to determine the impact it will have on our financial statements.

In May 2014, the FASB issued ASU 2014-09, "Revenue From Contracts With Customers," which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is effective for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods; early application is not permitted. We are in the process of evaluating this guidance to determine the magnitude of its impact on our financial statements.

In April 2014, the FASB issued ASU 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," which amends the definition of a discontinued operation in ASC 205-20 and requires entities to provide additional disclosures about discontinued operations as well as disposal transactions that do not meet the discontinued operations criteria. The FASB issued the ASU to provide more decision-useful information and to make it more difficult for a disposal transaction to qualify as a discontinued operation. This ASU is effective for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods; early application is permitted. The adoption of this standard is not expected to have a material impact on the presentation of our financial statements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk from changes in foreign currency exchange rates, interest rates and commodity prices, which can affect our operating results and overall financial condition. We manage exposure to these risks through our operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. Derivative financial instruments are viewed as risk management tools and are not used for speculation or for trading purposes. Derivative financial instruments are generally contracted with a diversified group of investment grade counterparties to reduce exposure to nonperformance on such instruments. We held no such material derivative financial instruments as of December 28, 2014, or December 29, 2013.

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We have in place an enterprise risk management process that involves systematic risk identification and mitigation covering the categories of enterprise, strategic, financial, operation and compliance and reporting risk. The enterprise risk management process receives Board of Directors and Management oversight, drives risk mitigation decision-making and is fully integrated into our internal audit planning and execution cycle.

Foreign Exchange Rate Risk

We have foreign currency exposures related to buying, selling, and financing in currencies other than the local currencies in which we operate. When deemed appropriate, we enter into various derivative financial instruments to preserve the carrying amount of foreign currency-denominated assets, liabilities, commitments, and certain anticipated foreign currency transactions. We held no such material derivative financial instruments as of December 28, 2014, or December 29, 2013.

Interest Rate Risk

We are subject to market risk from exposure to changes in interest rates with respect to borrowings under our ABL Facility to the extent it is drawn on and due to our other financing, investing and cash management activities. As of December 28, 2014, or December 29, 2013, there were no outstanding borrowings under our ABL Facility.

Impact of Inflation, Deflation and Changing Prices

We have experienced inflation and deflation related to our purchase of certain commodity products. We believe that volatile prices for commodities have impacted our net sales and results of operations. We maintain strategies to mitigate the impact of higher raw material, energy and commodity costs, which include cost reduction, sourcing and other actions, which typically offset only a portion of the adverse impact. Inflation and deflation related to our purchases of certain commodity products could have an adverse impact on our operating results in the future.

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Item 8. Financial Statements and Supplementary Data

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm	65
Consolidated Statements of Comprehensive Income (Loss)	66
Consolidated Balance Sheets	67
Consolidated Statements of Changes in Equity	68
Consolidated Statements of Cash Flows	69
Notes to the Consolidated Financial Statements	70
Supplemental Unaudited Quarterly Financial Information	109

64

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

Masonite International Corporation

Tampa, Florida

We have audited the accompanying consolidated balance sheets of Masonite International Corporation and subsidiaries (the "Company") as of December 28, 2014 and December, 29, 2013, and the related consolidated statements of comprehensive income (loss), changes in equity, and cash flows for each of the three years in the period ended December 28, 2014. We also have audited the Company’s internal control over financial reporting as of December 28, 2014, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits 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 and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included 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. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Masonite International Corporation and subsidiaries as of December 28, 2014 and December 29, 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 28, 2014, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 28, 2014, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

/s/ DELOITTE & TOUCHE LLP

Certified Public Accountants

Tampa, Florida

February 26, 2015

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Consolidated Statements of Comprehensive Income (Loss)

(In thousands of U.S. dollars, except per share amounts)

	Year Ended
	December 28, 2014			December 29, 2013			December 30, 2012
Net sales	$	1,837,700		$	1,731,143		$	1,676,005
Cost of goods sold	1,572,301			1,505,636			1,459,701
Gross profit	265,399			225,507			216,304
Selling, general and administration expenses	224,077			207,166			206,708
Restructuring costs	11,137			10,630			11,431
Asset impairment	18,202			1,904			1,350
Operating income (loss)	11,983			5,807			(3,185		)
Interest expense (income), net	41,525			33,230			31,454
Other expense (income), net	(587		)	2,316			528
Income (loss) from continuing operations before income tax expense (benefit)	(28,955		)	(29,739		)	(35,167		)
Income tax expense (benefit)	4,533			(21,377		)	(13,365		)
Income (loss) from continuing operations	(33,488		)	(8,362		)	(21,802		)
Income (loss) from discontinued operations, net of tax	(630		)	(598		)	1,480
Net income (loss)	(34,118		)	(8,960		)	(20,322		)
Less: net income (loss) attributable to non-controlling interest	3,222			2,050			2,923
Net income (loss) attributable to Masonite	$	(37,340	)	$	(11,010	)	$	(23,245	)
Earnings (loss) per common share attributable to Masonite:
Basic	$	(1.26	)	$	(0.39	)	$	(0.84	)
Diluted	$	(1.26	)	$	(0.39	)	$	(0.84	)
Earnings (loss) per common share from continuing operations attributable to Masonite:
Basic	$	(1.24	)	$	(0.37	)	$	(0.89	)
Diluted	$	(1.24	)	$	(0.37	)	$	(0.89	)
Comprehensive income (loss):
Net income (loss)	$	(34,118	)	$	(8,960	)	$	(20,322	)
Other comprehensive income (loss):
Foreign exchange gain (loss)	(48,667		)	(12,096		)	8,187
Pension and other post-retirement adjustment	(12,045		)	15,571			663
Amortization of actuarial net losses	—			1,413			1,689
Income tax benefit (expense) related to other comprehensive income (loss)	3,076			(6,266		)	(1,561		)
Other comprehensive income (loss), net of tax:	(57,636		)	(1,378		)	8,978
Comprehensive income (loss)	(91,754		)	(10,338		)	(11,344		)
Less: comprehensive income (loss) attributable to non-controlling interest	2,244			1,289			3,157
Comprehensive income (loss) attributable to Masonite	$	(93,998	)	$	(11,627	)	$	(14,501	)

See accompanying notes to the consolidated financial statements.

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Consolidated Balance Sheets

(In thousands of U.S. dollars, except share amounts)

ASSETS	December 28, 2014			December 29, 2013
Current assets:
Cash and cash equivalents	$	192,037		$	100,873
Restricted cash	13,187			13,831
Accounts receivable, net	241,721			243,823
Inventories, net	222,732			218,348
Prepaid expenses	21,103			22,371
Assets held for sale	—			3,408
Income taxes receivable	1,796			3,250
Current deferred income taxes	20,767			17,840
Total current assets	713,343			623,744
Property, plant and equipment, net	576,234			630,279
Investment in equity investees	8,827			7,483
Goodwill	99,199			78,404
Intangible assets, net	203,372			203,714
Long-term deferred income taxes	20,697			23,363
Other assets, net	24,879			24,158
Total assets	$	1,646,551		$	1,591,145
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	98,199		$	98,936
Accrued expenses	137,681			128,924
Income taxes payable	1,361			732
Total current liabilities	237,241			228,592
Long-term debt	511,920			377,861
Long-term deferred income taxes	107,777			108,924
Other liabilities	54,114			50,206
Total liabilities	911,052			765,583
Commitments and Contingencies (Note 10)
Equity:
Share capital: unlimited shares authorized, no par value, 30,015,321 and 29,085,021 shares issued and outstanding as of December 28, 2014, and December 29, 2013, respectively.	657,292			646,196
Additional paid-in capital	225,918			230,306
Accumulated deficit	(97,517		)	(60,177		)
Accumulated other comprehensive income (loss)	(76,259		)	(19,601		)
Total equity attributable to Masonite	709,434			796,724
Equity attributable to non-controlling interests	26,065			28,838
Total equity	735,499			825,562
Total liabilities and equity	$	1,646,551		$	1,591,145

See accompanying notes to the consolidated financial statements.

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Consolidated Statements of Changes in Equity

(In thousands of U.S. dollars, except share amounts)

	Common Shares Outstanding	Common Stock Amount		Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Equity Attributable to Masonite			Equity Attributable to Non-controlling Interests			Total Equity
Balances as of January 1, 2012	27,531,792	$	626,787	$	241,496		$	(25,922	)	$	(27,728	)	$	814,633		$	33,850		$	848,483
Net income (loss)							(23,245		)				(23,245		)	2,923			(20,322		)
Other comprehensive income (loss), net of tax										8,744			8,744			234			8,978
Dividends to non-controlling interests													—			(5,735		)	(5,735		)
Share based awards				6,517									6,517						6,517
Common shares issued for delivery of share based awards	411,982	7,123		(7,123		)							—						—
Reduction of return of capital payable due to forfeitures of share based awards				(11		)							(11		)				(11		)
Common shares withheld to cover income taxes payable due to delivery of share based awards				(95		)							(95		)				(95		)
Balances as of December 30, 2012	27,943,774	$	633,910	$	240,784		$	(49,167	)	$	(18,984	)	$	806,543		$	31,272		$	837,815
Net income (loss)							(11,010		)				(11,010		)	2,050			(8,960		)
Other comprehensive income (loss), net of tax										(617		)	(617		)	(761		)	(1,378		)
Dividends to non-controlling interests													—			(3,723		)	(3,723		)
Share based awards				7,752									7,752						7,752
Common shares issued for delivery of share based awards	1,141,247	12,286		(12,286		)							—						—
Common shares withheld to cover income taxes payable due to delivery of share based awards				(5,944		)							(5,944		)				(5,944		)
Balances as of December 29, 2013	29,085,021	$	646,196	$	230,306		$	(60,177	)	$	(19,601	)	$	796,724		$	28,838		$	825,562
Net income (loss)							(37,340		)				(37,340		)	3,222			(34,118		)
Other comprehensive income (loss), net of tax										(56,658		)	(56,658		)	(978		)	(57,636		)
Dividends to non-controlling interests													—			(5,017		)	(5,017		)
Share based awards				9,605									9,605						9,605
Common shares issued for delivery of share based awards	650,892	6,996		(6,996		)							—						—
Common shares issued for exercise of warrants	279,408	4,100		(3,837		)							263						263
Common shares withheld to cover income taxes payable due to delivery of share based awards				(3,160		)							(3,160		)				(3,160		)
Balances as of December 28, 2014	30,015,321	$	657,292	$	225,918		$	(97,517	)	$	(76,259	)	$	709,434		$	26,065		$	735,499

See accompanying notes to the consolidated financial statements.

68

MASONITE INTERNATIONAL CORPORATION

Consolidated Statements of Cash Flows

(In thousands of U.S. dollars)

	Year Ended
Cash flows from operating activities:	December 28, 2014			December 29, 2013			December 30, 2012
Net income (loss)	$	(34,118	)	$	(8,960	)	$	(20,322	)
Adjustments to reconcile net income (loss) to net cash flow provided by (used in) operating activities, net of acquisitions:
Loss (income) from discontinued operations, net of tax	630			598			(1,480		)
Non-cash loss on deconsolidation	6,174			—			—
Depreciation	60,622			62,080			63,348
Amortization	21,722			17,058			15,076
Share based compensation expense	9,605			7,752			6,517
Deferred income taxes	(1,970		)	(23,177		)	(15,617		)
Unrealized foreign exchange loss (gain)	328			2,928			179
Share of loss (income) from equity investees, net of tax	(1,344		)	(1,020		)	(718		)
Dividend from equity investee	—			1,170			1,346
Pension and post-retirement expense (funding), net	(6,827		)	(1,855		)	(3,688		)
Non-cash accruals and interest	(365		)	915			715
Loss (gain) on sale of property, plant and equipment	3,816			(1,775		)	2,724
Asset impairment	19,605			3,271			2,614
Changes in assets and liabilities:
Accounts receivable	(14,047		)	9,168			(9,642		)
Inventories	(12,843		)	(8,720		)	(3,090		)
Prepaid expenses	1,387			(3,527		)	1,263
Accounts payable and accrued expenses	23,592			(5,095		)	16,274
Other assets and liabilities	1,419			(3,358		)	(277		)
Net cash flow provided by (used in) operating activities	77,386			47,453			55,222
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment	6,976			9,586			1,474
Additions to property, plant and equipment	(50,147		)	(45,971		)	(48,419		)
Cash used in acquisitions, net of cash acquired	(54,256		)	(15,376		)	(88,354		)
Loss on deconsolidation	(1,087		)	—			—
Restricted cash	644			(1,062		)	88
Other investing activities	(3,038		)	(1,650		)	(892		)
Net cash flow provided by (used in) investing activities	(100,908		)	(54,473		)	(136,103		)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	138,688			—			103,500
Payment of financing costs	(1,925		)	—			(2,035		)
Minimum tax withholding on share based awards	(3,160		)	(5,944		)	—
Distributions to non-controlling interests	(5,017		)	(3,723		)	(5,735		)
Proceeds from exercise of common stock warrants	263			—
Return of capital paid	—			(1,471		)	(1,500		)
Net cash flow provided by (used in) financing activities	128,849			(11,138		)	94,230
Net foreign currency translation adjustment on cash	(14,163		)	(3,283		)	(240		)
Increase (decrease) in cash and cash equivalents	91,164			(21,441		)	13,109
Cash and cash equivalents, beginning of period	100,873			122,314			109,205
Cash and cash equivalents, at end of period	$	192,037		$	100,873		$	122,314

See accompanying notes to the consolidated financial statements.

69

MASONITE INTERNATIONAL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Business Overview and Significant Accounting Policies

Unless we state otherwise or the context otherwise requires, references to "Masonite," "we," "our," "us" and the "Company" in these notes to the consolidated financial statements refer to Masonite International Corporation and its subsidiaries.

Description of Business

Masonite International Corporation is one of the largest manufacturers of doors in the world, with significant market share in both interior and exterior door products. Masonite operates 63 manufacturing and distribution facilities in 10 countries and sells doors to customers throughout the world, including the United States, Canada, the United Kingdom and France.

Basis of Presentation

We prepare these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These consolidated financial statements include the accounts of Masonite International Corporation, a company incorporated under the laws of British Columbia, and its subsidiaries, as of December 28, 2014, and December 29, 2013, and for the years ended December 28, 2014, December 29, 2013 and December 30, 2012.

Our fiscal year is the 52- or 53-week period ending on the Sunday closest to December 31. In a 52-week year, each fiscal quarter consists of 13 weeks. Certain prior year amounts have been reclassified to conform to the current basis of presentation.

Changes in Accounting Standards and Policies

Adoption of Recent Accounting Pronouncements

In July 2013, the FASB issued ASU 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists," which amended ASC 740, "Income Taxes." This ASU addresses the diversity in practice regarding financial statement presentation of an unrecognized tax benefit when a net operating loss, a similar tax loss or a tax credit carryforward exists. This ASU requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward, except as follows: to the extent a net operating loss carryforward, a similar tax loss or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This ASU was effective prospectively for reporting periods beginning after December 15, 2013, and early adoption was permitted. The adoption of this standard did not have a material impact on the presentation of our financial statements.

In March 2013, the FASB issued ASU 2013-05, "Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity," which amended ASC 830, "Foreign Currency Matters." This ASU updates accounting guidance related to the application of consolidation guidance and foreign currency matters. This ASU resolves the diversity in practice about what guidance applies to the release of the cumulative translation adjustment into net income. This ASU was effective prospectively for annual reporting periods beginning after December 15, 2013, and interim periods within those annual periods. The adoption of this standard did not have a material impact on the presentation of our financial statements. Any future impact of ASU 2013-05 on our financial position and results of operations will depend upon the nature and extent of future sales or dispositions of any entities that had created a cumulative translation adjustment.

70

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Other Recent Accounting Pronouncements not yet Adopted

In August 2014, the FASB issued ASU 2014-15, "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern," which amended ASC 205-40, "Presentation of Financial Statements - Going Concern". This ASU requires 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 entity's financial statements and to provide related footnote disclosures. This ASU is effective for annual reporting periods ending after December 15, 2016, and interim periods thereafter; early adoption is permitted. We are in the process of evaluating this guidance to determine the impact it will have on our financial statements.

In May 2014, the FASB issued ASU 2014-09, "Revenue From Contracts With Customers," which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is effective for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods; early application is not permitted. We are in the process of evaluating this guidance to determine the magnitude of its impact on our financial statements.

In April 2014, the FASB issued ASU 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," which amends the definition of a discontinued operation in ASC 205-20 and requires entities to provide additional disclosures about discontinued operations as well as disposal transactions that do not meet the discontinued operations criteria. The FASB issued the ASU to provide more decision-useful information and to make it more difficult for a disposal transaction to qualify as a discontinued operation. This ASU is effective for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods; early application is permitted. The adoption of this standard is not expected to have a material impact on the presentation of our financial statements.

Summary of Significant Accounting Policies

(a)    Principles of consolidation:

These consolidated financial statements include the accounts of Masonite and our subsidiaries and the accounts of any variable interest entities for which we are the primary beneficiary. Intercompany accounts and transactions have been eliminated upon consolidation. The results of subsidiaries acquired during the periods presented are consolidated from their respective dates of acquisition using the acquisition method. Subsidiaries are prospectively deconsolidated as of the date when we no longer have effective control of the entity.

(b)    Translation of consolidated financial statements into U.S. dollars:

These consolidated financial statements are expressed in U.S. dollars. The accounts of the majority of our self-sustaining foreign operations are maintained in functional currencies other than the U.S. dollar. Assets and liabilities for these subsidiaries have been translated into U.S. dollars at the exchange rates prevailing at the end of the period and results of operations at the average exchange rates for the period. Unrealized exchange gains and losses arising from the translation of the financial statements of our non-U.S. functional currency operations are accumulated in the cumulative translation adjustments account in accumulated other comprehensive income (loss). For our foreign subsidiaries where the U.S. dollar is the functional currency, all foreign currency-denominated accounts are remeasured into U.S. dollars. Unrealized exchange gains and losses arising from remeasurements of foreign currency-denominated assets and liabilities are included within other expense (income), net, in the consolidated statements of comprehensive income (loss). Gains and losses arising from international intercompany transactions that are of a long-term investment nature are reported in the same manner as translation gains and losses. Realized exchange gains and losses are included in net income (loss) for the periods presented.

(c)    Cash and cash equivalents:

Cash includes cash equivalents which are short-term highly liquid investments with original maturities of three months or less.

71

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(d)    Restricted cash:

Restricted cash includes cash we have placed as collateral for letters of credit.

(e)    Accounts receivable:

We record accounts receivable as our products are received by our customers. Our customers are primarily retailers, distributors and contractors. We record an allowance for doubtful accounts for known collectability issues, as such issues relate to specific transactions or customer balances. When it becomes apparent, based on age or customer circumstances, that such amounts will not be collected, they are expensed as bad debt and payments subsequently received are credited to the bad debt expense account, included within selling, general and administration expense in the consolidated statements of comprehensive income (loss). Generally, we do not require collateral for our accounts receivable.

(f)    Inventories:

Raw materials are valued at the lower of cost or market value, where market value is determined using replacement cost. Finished goods are valued at the lower of cost or net realizable value. Cost is determined on a first in, first out basis. In determining the net realizable value, we consider factors such as yield, turnover, expected future demand and past experience.

The cost of inventories includes all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. The costs of conversion of inventories include costs directly related to the units of production, such as direct labor. They also include a systematic allocation of fixed and variable production overheads that are incurred in converting raw materials into finished goods. Fixed production overheads are those indirect costs of production that remain relatively constant regardless of the volume of production, such as depreciation and maintenance of factory buildings and equipment, and the cost of factory management and administration. Variable production overheads are those indirect costs of production that vary directly, or nearly directly, with the volume of production, such as indirect materials and indirect labor.

To determine the cost of inventory, we allocate fixed expenses to the cost of production based on the normal capacity, which refers to a range of production levels and is considered the production expected to be achieved over a number of periods or seasons under normal circumstances, taking into account the loss of capacity resulting from planned maintenance. Fixed overhead costs allocated to each unit of production are not increased due to abnormally low production. Those excess costs are recognized as a current period expense. When a production facility is completely shut down temporarily, it is considered idle, and all related expenses are charged to cost of goods sold.

(g)    Property, plant and equipment:

Property, plant and equipment are stated at cost. Depreciation is recorded based on the carrying values of buildings, machinery and equipment using the straight-line method over the estimated useful lives set forth as follows:

	Useful Life (Years)
Buildings	20 - 40
Machinery and equipment
Tooling	10 - 25
Machinery and equipment	5 - 25
Molds and dies	12 - 25
Office equipment, fixtures and fittings	3 - 12

Improvements and major maintenance that extend the life of an asset are capitalized; other repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed, their carrying values and accumulated depreciation are removed from the accounts.

72

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Property, plant and equipment are tested for impairment when events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. An impairment loss is recognized when the carrying amount of an asset or asset group being tested for recoverability exceeds the sum of the undiscounted cash flows expected from its use and disposal. Impairments are measured as the amount by which the carrying amount of the asset or asset group exceeds its fair value, as determined using a discounted cash flows approach when quoted market prices are not available.

(h)    Goodwill:

We use the acquisition method of accounting for all business combinations. We evaluate all business combinations for intangible assets that should be recognized apart from goodwill. Goodwill adjustments are recorded for the effect on goodwill of changes to net assets acquired during the measurement period (up to one year from the date of acquisition) for new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date.

Goodwill is not amortized, but instead is tested annually for impairment on the last day of fiscal November, or more frequently if events or changes in circumstances indicate the carrying amount may not be recoverable. The test for impairment is performed at the reporting unit level by comparing the reporting unit’s carrying amount to its fair value. Possible impairment in goodwill is first analyzed using qualitative factors such as macroeconomic and market conditions, changing costs and actual and projected performance, amongst others, to determine whether it is more likely than not that the book value of the reporting unit exceeds its fair value. If it is determined more likely than not that the book value exceeds fair value, a quantitative analysis is performed to test for impairment. When quantitative steps are determined necessary, the fair values of the reporting units are estimated through the use of discounted cash flow analysis and market multiples. If the carrying amount exceeds fair value, then goodwill is impaired. Any impairment in goodwill is measured by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and comparing the notional goodwill from the fair value allocation to the carrying value of the goodwill. There were no impairment charges recorded against goodwill in any period presented.

(i)    Intangible assets:

Intangible assets with definite lives include customer relationships, non-compete agreements, patents, system software development, supply agreements and acquired trademarks and tradenames. Definite lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Information pertaining to estimated useful lives of intangible assets is as follows:

	Estimated Useful Life
Customer relationships	Over expected relationship period, not exceeding 10 years
Non-compete agreements	Over life of the agreement
Patents	Over expected useful life, not exceeding 17 years
System software development	Over expected useful life, not exceeding 5 years
Supply agreements	Over life of the agreement
Acquired trademarks and tradenames	Over expected useful life

Amortizable intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying value may be greater than fair value. An impairment loss is recognized when the estimate of undiscounted future cash flows generated by such assets is less than the carrying amount. Measurement of the impairment loss is based on the fair value of the asset. Fair value is measured using discounted cash flows.

Indefinite lived intangible assets are not amortized, but instead are tested for impairment annually on the last day of fiscal November, or more frequently if events or circumstances indicate the carrying value may exceed the fair value.

73

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(j)    Income taxes:

We use 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.

We account for uncertain taxes in accordance with ASC 740, “Income Taxes”. The initial benefit recognition model follows a two-step approach. First we evaluate if the tax position is more likely than not of being sustained if audited based solely on the technical merits of the position. Second, we measure the appropriate amount of benefit to recognize. This is calculated as the largest amount of tax benefit that has a greater than 50% likelihood of ultimately being realized upon settlement. Subsequently at each reporting date, the largest amount that has a greater than 50% likelihood of ultimately being realized, based on information available at that date, will be measured and recognized.

We recognize interest and penalties related to unrecognized tax benefits within the income tax expense line in the consolidated statements of comprehensive income (loss). Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheets.

We have outside basis differences as well as undistributed earnings in our foreign subsidiaries. For those subsidiaries in which we considered to be indefinitely reinvested, no provision for Canadian income or local country withholding taxes has been recorded. Upon curing of the outside basis difference and/or repatriation of those earnings, in the form of dividends or otherwise, we may be subject to both Canadian income taxes and withholding taxes payable to the various foreign countries. For those subsidiaries where the earnings are not considered indefinitely reinvested, taxes have been provided as required. The determination of the unrecorded deferred income tax liability for temporary differences related to investments in foreign subsidiaries that are considered to be indefinitely reinvested is not considered practical.

(k)    Employee future benefits:

We maintain defined benefit pension plans. Earnings are charged with the cost of benefits earned by employees as services are rendered. The cost reflects management’s best estimates of the pension plans’ expected investment yields, wage and salary escalation, mortality of members, terminations and the ages at which members will retire. Changes in these assumptions could impact future pension expense. The excess of the net actuarial gain (loss) over 10% of the greater of the benefit obligation or fair value of plan assets at the beginning of the year is amortized over the average remaining service lives of the members.

Assets are valued at fair value for the purpose of calculating the expected return on plan assets. Past service costs arising from plan amendments are amortized on a straight-line basis over the average remaining service period of employees active at the date of amendment.

When a restructuring of a benefit plan gives rise to both a curtailment and a settlement of obligations, the curtailment is accounted for prior to the settlement. Curtailment gains are offset against unrecognized losses and any excess gains and all curtailment losses are recorded in the period in which the curtailment occurs.

(l)    Restructuring costs:

All salary-related severance benefits are accrued and expensed when a 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, which is generally when the decision to terminate the employee is made by management of sufficient authority. A liability and expense are recorded for termination benefits based on their fair value when it is probable that employees will be entitled to the benefits, and the amount can be reasonably estimated. This occurs when management approves and commits us to the obligation, management’s termination plan specifically identifies all significant actions to be taken, actions required to fulfill management’s plan are expected to begin as soon as possible and significant changes to the plan are not likely. All salary-related non-contractual benefits are accrued and expensed at fair value at the communication date.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

In addition to salary-related costs, we incur other restructuring costs when facilities are closed or capacity is realigned within the organization. A liability and expense are recorded for contractual exit activities when we terminate the contract within the provisions of the agreement, generally by way of written notice to the counterparty. For non-contractual exit activities, a liability and expense are measured at fair value in the period in which the liability is incurred.

Restructuring-related costs are presented separately in the consolidated statements of comprehensive income (loss) whereas non-restructuring severance benefits are charged to cost of goods sold or selling, general and administration expense depending on the nature of the job responsibilities.

(m)    Financial instruments:

We have applied a framework consistent with ASC 820, “Fair Value Measurement and Disclosure”, and has disclosed all financial assets and liabilities measured at fair value and non-financial assets and liabilities measured at fair value on a non-recurring basis (at least annually).

We classify and disclose assets and liabilities carried at fair value in one of the following three categories:

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

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

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

The estimated fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than a forced or liquidation sale. These estimates, although based on the relevant market information about the financial instrument, are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

(n)    Share based compensation expense:

We have a share based compensation plan, which is described in detail in Note 8. We apply the fair value method of accounting using comprehensive valuation models, including the Black-Scholes-Merton option pricing model, to determine the compensation expense.

(o)    Revenue recognition:

Revenue from the sale of products is recognized when an agreement with the customer in the form of a sales order is in place, the sales price is fixed or determinable, collection is reasonably assured and the customer has taken ownership and assumes risk of loss. Volume rebates and incentives to customers are considered as a reduction of the sales price of our products. Accordingly, revenue is reported net of such rebates and incentives. Shipping and other transportation costs charged to buyers are recorded in both revenues and cost of goods sold in the consolidated statements of comprehensive income (loss).

(p)    Product warranties:

We warrant certain qualitative attributes of our door products. We have recorded provisions for estimated warranty and related costs based on historical experience and periodically adjust these provisions to reflect actual experience. The rollforward of our warranty provision is as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Balance at beginning of period	$	1,914		$	1,368		$	1,366
Additions charged to expense	4,674			1,851			1,470
Deductions	(3,033		)	(1,305		)	(1,468		)
Balance at end of period	$	3,555		$	1,914		$	1,368

75

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(q)    Vendor rebates:

We account for cash consideration received from a vendor as a reduction of cost of goods sold and inventory, in the consolidated statements of comprehensive income (loss) and consolidated balance sheets, respectively. The cash consideration received represents agreed-upon vendor rebates that are earned in the normal course of operations.

(r)    Advertising costs:

We recognize advertising costs as they are incurred. Advertising costs were $7.7 million, $6.3 million and $6.1 million in the years endedDecember 28, 2014, December 29, 2013 and December 30, 2012, respectively. Advertising costs incurred primarily relate to tradeshows and are included within selling, general and administration expense in the consolidated statements of comprehensive income (loss).

(s)    Research and development costs:

We recognize research and development costs as they are incurred. Research and development costs were $6.1 million, $4.1 million and $4.6 million in the years ended December 28, 2014, December 29, 2013 and December 30, 2012 respectively. Research and development costs incurred primarily relate to the development of new products and the improvement of manufacturing processes, and are primarily included within cost of goods sold in the consolidated statements of comprehensive income (loss). These costs exclude the significant investments in other areas such as advanced automation and e-commerce.

(t)    Insurance losses and proceeds:

All involuntary conversions of property, plant and equipment are recorded as losses within loss (gain) on disposal of property, plant and equipment, which is included within selling, general and administration expense in the consolidated statements of comprehensive income (loss) and as reductions to property, plant and equipment in the consolidated balance sheets. Any subsequent proceeds received for insured losses of property, plant and equipment are also recorded as gains within loss (gain) in disposal of property, plant and equipment, and are classified as cash flows from investing activities in the consolidated statements of cash flows in the period in which the cash is received. Proceeds received for business interruption recoveries are recorded as a reduction to selling, general and administration expense in the consolidated statements of comprehensive income (loss) and are classified as cash flows from operating activities in the consolidated statements of cash flows in the period in which an acknowledgment from the insurance carrier of settlement or partial settlement of a non-refundable nature has been presented to us.

(u)    Discontinued operations:

We account for discontinued operations by segregating assets, liabilities and earnings (net of tax) in the consolidated balance sheets and consolidated statements of comprehensive income (loss), respectively. Operations are classified as discontinued when the operations and cash flows of the component has been or will be eliminated as a result of a disposal transaction and we will not have any significant continuing involvement in the operations of the component after disposal.

(v)    Equity investments:

We account for investments in affiliates of between 20% and 50% ownership, over which we have significant influence, using the equity method. We record our share of earnings of the affiliate within other expense (income) in the consolidated statements of comprehensive income (loss) and dividends as a reduction of the investment in the affiliate in the consolidated balance sheets when declared.

(w)    Segment Reporting:

Our reportable segments are organized and managed principally by geographic region: North America; Europe, Asia and Latin America; and Africa. The North America reportable segment is the aggregation of the following operating segments: Retail, Wholesale and Architectural. The Europe, Asia and Latin America reportable segment is the aggregation of the following operating segments: United Kingdom, France and Central Eastern Europe. Operating segments are aggregated into reportable segments only if they exhibit similar economic characteristics. 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

76

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

operating and administrative activities, availability of discrete financial information and information presented to the Board of Directors and investors.

(x)    Use of estimates:

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of net sales and expenses during the reporting periods. During 2014, there were no material changes in the methods or policies used to establish estimates and assumptions. Matters subject to significant estimation and judgment include the valuation of the allowance for doubtful accounts; the realizable values of inventories; the valuation of acquired tangible assets and liabilities; the determination of the fair value of financial instruments; the determination of the fair value of goodwill and intangible assets and the useful lives of intangible assets and long-lived assets, as well as the determination of impairment thereon; the determination of obligations under employee future benefit plans; the determination of the valuation of share based awards; and the recoverability of deferred tax assets and uncertain tax positions. Actual results may differ significantly from our estimates.

2. Acquisitions

2014 Acquisitions

On December 1, 2014, we completed the acquisition of Harring Doors Corporation (“Harring”), headquartered in London, Ontario, for total consideration of $3.9 million, net of cash acquired. We acquired 100% of the equity interests in Harring through the purchase of all of the outstanding shares of common stock at the acquisition date. Harring manufactures interior and exterior stile and rail wood doors for architectural door applications at its facility in London, Ontario. The excess purchase price over the fair value of net assets acquired of $2.0 million was allocated to goodwill. The goodwill principally represents anticipated synergies to be gained from the integration into our North American architectural wood door business. This goodwill is not deductible for tax purposes and relates to the North America segment. The acquisition of Harring complements our architectural wood door business.

On February 24, 2014, we completed the acquisition of Door-Stop International Limited ("Door-Stop") for total consideration of $50.4 million. We acquired 100% of the equity interests in Door-Stop through the purchase of all outstanding shares of common stock on the acquisition date. Door-Stop is based in Nottinghamshire, United Kingdom, utilizes an internet-based ordering process and manufactures exterior door sets for the residential repair and renovation markets. The excess purchase price over the fair value of net tangible and intangible assets acquired of $20.4 million was allocated to goodwill. The goodwill principally represents the future expected value of the operations of the business. This goodwill is not deductible for tax purposes and relates to the Europe, Asia and Latin America segment. The Door-Stop acquisition complements our existing global fiberglass business.

The aggregate consideration paid for acquisitions during 2014 was as follows:

(In thousands)	Harring Acquisition			Door-Stop Acquisition			Total 2014 Acquisitions
Accounts receivable	$	1,180		$	2,648		$	3,828
Inventory	443			2,665			3,108
Property, plant and equipment	1,167			4,303			5,470
Goodwill	1,951			20,359			22,310
Intangible assets	—			28,776			28,776
Accounts payable and accrued expenses	(731		)	(3,492		)	(4,223		)
Other assets and liabilities, net	(109		)	(4,904		)	(5,013		)
Cash consideration, net of cash acquired	$	3,901		$	50,355		$	54,256

77

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

The fair values of tangible assets acquired and liabilities assumed from the Harring acquisition were based upon preliminary calculations and valuations and the estimates and assumptions for the acquisition are subject to change as we obtain additional information during the measurement period (up to one year from the acquisition date). The primary areas of the preliminary estimates which are not yet finalized relate to certain tangible assets acquired and liabilities assumed, including goodwill. The fair values of intangible assets acquired are based on management’s estimates and assumptions including variations of the income approach, the cost approach and the market approach. Intangible assets acquired from Door-Stop consist of customer relationships and are being amortized over the weighted average amortization period of 9.9 years. The intangible assets are not expected to have any residual value. The gross contractual value of acquired trade receivables was $1.2 million and $2.8 million for the Harring and Door-Stop acquisitions, respectively.

The following schedule represents the amount of revenue and earnings from the Door-Stop acquisition which have been included in the consolidated statements of comprehensive income (loss) for the period indicated subsequent to the acquisition date. Amounts of revenue and earnings included in the consolidated statements of comprehensive income (loss) for Harring were not material for the year endedDecember 28, 2014.    

(In thousands)	Year Ended December 28, 2014
Net sales	$	42,498
Net income (loss) attributable to Masonite	4,819

2013 Acquisition

On July 9, 2013, we acquired assets of a door manufacturing operation from Masisa S.A (the "Chile" acquisition) for servicing the North American market for total consideration of $12.2 million. The transaction includes the door component operations in Cabrero, Chile, and a door assembly factory in Chillan, Chile. The operations acquired primarily manufacture high quality stile and rail panel and French wood doors for the North American market. The excess purchase price over the fair value of net tangible and intangible assets acquired of $0.3 million was allocated to goodwill. The goodwill principally represents anticipated synergies to be gained from integration into our North American wood door business. This goodwill is not deductible for tax purposes and relates to the North America segment. The Chile acquisition acts as a natural complement to our existing North American interior stile and rail residential wood door operations.

The aggregate consideration paid for the Chile acquisition was as follows:

(In thousands)	Chile Acquisition
Inventory	$	5,174
Property, plant and equipment	6,228
Goodwill	316
Other assets and liabilities, net	508
Cash consideration	$	12,226

Amounts of revenue and earnings included in the consolidated statements of comprehensive income (loss) for Chile were not material for the year endedDecember 28, 2014, or December 29, 2013.

2012 Acquisitions

On August 1, 2012, we completed the acquisition of Portes Lemieux Inc. (“Lemieux”), headquartered in Windsor, Quebec, for total consideration of $22.1 million, net of cash acquired. We acquired 100% of the equity interests in Lemieux through the purchase of all of the outstanding shares of common stock at the acquisition date. Lemieux manufactures interior and exterior stile and rail wood doors for residential applications at its two facilities in Windsor, Quebec. The excess purchase price over the fair value of net tangible and intangible assets acquired of $0.4 million was

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

allocated to goodwill. The goodwill principally represents anticipated synergies to be gained from the integration into our North American wood door business. This goodwill is not deductible for tax purposes and relates to the North America segment. The acquisition of Lemieux complements our residential wood door business and provides an additional strategic growth platform.

On April 20, 2012, we completed the acquisition of Algoma Holding Company (“Algoma”), headquartered in Algoma, Wisconsin, for total consideration of $55.6 million, net of cash acquired. We acquired 100% of the equity interests in Algoma through the purchase of all of the outstanding shares of common stock at the acquisition date. Algoma manufactures interior wood doors and components for architectural applications at its facilities in Algoma, Wisconsin, and Jefferson City, Tennessee. The acquisition of Algoma complements our existing Marshfield-, Mohawk- and Baillargeon-branded architectural interior wood door business and provides strategic growth opportunities for us in our Architectural DoorSystems business in North America. The excess purchase price over the fair value of net tangible and intangible assets acquired of $20.0 million was allocated to goodwill. The goodwill principally represents anticipated synergies to be gained from the integration into our Architectural DoorSystems business. This goodwill is not deductible for tax purposes and relates to the North America segment.

On March 26, 2012, we completed the acquisition of Les Portes Baillargeon, Inc. (“Baillargeon”), headquartered in St. Ephrem, Quebec, for total consideration of $9.9 million. We acquired 100% of the equity interests in Baillargeon through the purchase of all of the outstanding shares of common stock at the acquisition date. Baillargeon is a Canadian manufacturer of interior wood doors for architectural applications. The Baillargeon acquisition strengthens our Architectural DoorSystems business in North America. The excess purchase price over the fair value of net tangible and intangible assets acquired of $1.1 million was allocated to goodwill. The goodwill principally represents anticipated synergies to be gained from the integration into our Architectural DoorSystems business. This goodwill is not deductible for tax purposes and relates to the North America segment.

The aggregate consideration paid for acquisitions during 2012 was as follows:

(In thousands)	Lemieux Acquisition			Algoma Acquisition			Baillargeon Acquisition			Total 2012 Acquisitions
Accounts receivable	$	3,547		$	8,874		$	3,105		$	15,526
Inventory	6,013			6,391			1,758			14,162
Property, plant and equipment	15,148			9,658			7,054			31,860
Goodwill	397			20,049			1,113			21,559
Intangible assets	3,900			28,600			—			32,500
Deferred income taxes	(3,023		)	(11,866		)	(929		)	(15,818		)
Other assets and liabilities, net	(3,915		)	(6,073		)	(2,158		)	(12,146		)
Cash consideration, net of cash acquired	$	22,067		$	55,633		$	9,943		$	87,643

The fair values of tangible and intangible assets acquired are based on management’s estimates and assumptions including variations of the income approach, the cost approach and the market approach. Intangible assets acquired from Lemieux and Algoma consist of customer relationships, and are being amortized over the weighted average amortization period of 7.8 years. The intangible assets are not expected to have any residual value. The gross contractual value of acquired trade receivables was $5.1 million, $9.0 million and $3.1 million from Lemieux, Algoma and Baillargeon, respectively.

79

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following schedule represents the amounts of revenue and earnings which have been included in the consolidated statements of comprehensive income (loss) for the periods indicated subsequent to the respective acquisition dates:

	Year Ended December 28, 2014
(In thousands)	Lemieux		Algoma			Baillargeon		Total
Net sales	$	66,292	$	64,426		$	18,933	$	149,651
Net income (loss) attributable to Masonite	7,460		(1,400		)	413		6,473
	Year Ended December 29, 2013
(In thousands)	Lemieux		Algoma			Baillargeon		Total
Net sales	$	60,055	$	65,309		$	20,331	$	145,695
Net income (loss) attributable to Masonite	6,144		936			1,781		8,861
	Year Ended December 30, 2012
(In thousands)	Lemieux		Algoma			Baillargeon		Total
Net sales	$	17,296	$	47,179		$	15,843	$	80,318
Net income (loss) attributable to Masonite	681		1,024			1,021		2,726

Pro Forma Information

The following unaudited pro forma financial information represents the consolidated financial information as if the acquisitions had been included in our consolidated results beginning on the first day of the fiscal year prior to their respective acquisition dates. Pro forma information relating to the Harring and Chile acquisitions has been excluded as it is not materially different from amounts reported. The pro forma results have been derived from audited and unaudited financial results of the acquired entities. The pro forma results have been calculated after adjusting the results of the acquired entities to remove intercompany transactions and transaction costs incurred and to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied on the first day of the fiscal year prior to acquisition, together with the consequential tax effects. The pro forma results do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the acquisitions; the costs to combine the companies' operations; or the costs necessary to achieve these costs savings, operating synergies and revenue enhancements. The pro forma results do not necessarily reflect the actual results of operations of the combined companies' under our ownership and operation.

	Year Ended December 28, 2014
(In thousands, except per share amounts)	Masonite			Door-Stop		Pro Forma
Net sales	$	1,837,700		$	6,659	$	1,844,359
Net income (loss) attributable to Masonite	(37,340		)	624		(36,716		)
Basic earnings (loss) per common share	$	(1.26	)			$	(1.24	)
Diluted earnings (loss) per common share	$	(1.26	)			$	(1.24	)

In the table above, amounts under the Door-Stop heading reflect pro forma results for the period prior to acquisition through the acquisition date of February 24, 2014. All actual results from Door-Stop subsequent to the acquisition date are reflected under the Masonite heading above.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

	Year Ended December 29, 2013
(In thousands, except per share amounts)	Masonite			Door-Stop		Pro Forma
Net sales	$	1,731,143		$	38,824	$	1,769,967
Net income (loss) attributable to Masonite	(11,010		)	3,227		(7,783		)
Basic earnings (loss) per common share	$	(0.39	)			$	(0.28	)
Diluted earnings (loss) per common share	$	(0.39	)			$	(0.28	)

Pro forma information relating to the Chile acquisition is not materially different from amounts reported.

	Year Ended December 30, 2012
(In thousands, except per share amounts)	Masonite			2012 Acquisitions		Pro Forma
Net sales	$	1,676,005		$	50,267	$	1,726,272
Net income (loss) attributable to Masonite	(23,245		)	1,298		(21,947		)
Basic earnings (loss) per common share	$	(0.84	)			$	(0.79	)
Diluted earnings (loss) per common share	$	(0.84	)			$	(0.79	)

3. Goodwill and Intangible Assets

Changes in the carrying amount of goodwill were as follows as of the dates indicated:

(In thousands)	North America Segment			Europe, Asia and Latin America Segment			Total
December 30, 2012	$	78,122		$	—		$	78,122
Goodwill from 2013 acquisition	316			—			316
Foreign exchange fluctuations	(34		)	—			(34		)
December 29, 2013	78,404			—			78,404
Goodwill from 2014 acquisitions	1,951			20,359			22,310
Foreign exchange fluctuations	(537		)	(978		)	(1,515		)
December 28, 2014	$	79,818		$	19,381		$	99,199

Changes in the carrying amount of intangible assets were as follows for the periods indicated:

(In thousands)	Customer Relationships			Patents			Software			Other			Trademarks and Tradenames			Total
Net book value
December 29, 2013	$	60,487		$	15,595		$	11,895		$	5,034		$	110,703		$	203,714
Acquisitions	25,501			—			333			275			2,667			28,776
Additions (write-offs)	(453		)	1,084			1,233			(2,741		)	(1,403		)	(2,280		)
Amortization	(12,010		)	(2,591		)	(3,652		)	(1,353		)	—			(19,606		)
Translation adjustment	(1,685		)	(462		)	(236		)	6			(4,855		)	(7,232		)
December 28, 2014	$	71,840		$	13,626		$	9,573		$	1,221		$	107,112		$	203,372

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands)	Customer Relationships			Patents			Software			Other			Trademarks and Tradenames			Total
Net book value
December 30, 2012	$	70,791		$	16,904		$	13,738		$	7,013		$	111,178		$	219,624
Additions (write-offs)	—			1,269			1,460			—			—			2,729
Amortization	(9,798		)	(2,584		)	(3,179		)	(1,497		)	—			(17,058		)
Translation adjustment	(506		)	6			(124		)	(482		)	(475		)	(1,581		)
December 29, 2013	$	60,487		$	15,595		$	11,895		$	5,034		$	110,703		$	203,714

The cost and accumulated amortization values of our intangible assets were as follows for the periods indicated:

	December 28, 2014
(In thousands)	Cost		Accumulated Amortization			Translation Adjustment			Net Book Value
Definite life intangible assets:
Customer relationships	$	107,381	$	(33,181	)	$	(2,360	)	$	71,840
Patents	28,630		(14,696		)	(308		)	13,626
Software	28,832		(19,322		)	63			9,573
Other	9,457		(6,810		)	(1,426		)	1,221
	174,300		(74,009		)	(4,031		)	96,260
Indefinite life intangible assets:
Trademarks and tradenames	111,053		—			(3,941		)	107,112
Total intangible assets	$	285,353	$	(74,009	)	$	(7,972	)	$	203,372

	December 29, 2013
(In thousands)	Cost		Accumulated Amortization			Translation Adjustment			Net Book Value
Definite life intangible assets:
Customer relationships	$	82,333	$	(21,171	)	$	(675	)	$	60,487
Patents	27,546		(12,105		)	154			15,595
Software	27,266		(15,670		)	299			11,895
Other	11,923		(5,457		)	(1,432		)	5,034
	149,068		(54,403		)	(1,654		)	93,011
Indefinite life intangible assets:
Trademarks and tradenames	109,789		—			914			110,703
Total intangible assets	$	258,857	$	(54,403	)	$	(740	)	$	203,714

Amortization of intangible assets was $19.6 million, $17.1 million and $15.1 million for the years ended December 28, 2014, December 29, 2013, and December 30, 2012 respectively. Amortization expense is classified within selling, general and administration expenses in the consolidated statements of comprehensive income (loss).

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

The estimated future amortization of intangible assets with definite lives as of December 28, 2014, is as follows:

(In thousands)
Fiscal year:
2015	$	18,703
2016	17,335
2017	15,239
2018	12,008
2019	11,617

4. Accounts Receivable

Our customers consist mainly of wholesale distributors, dealers, and retail home centers. Our ten largest customers accounted for 48.8% and 44.4% of total accounts receivable as of December 28, 2014, and December 29, 2013, respectively. Our largest customer, The Home Depot, Inc., accounted for more than 10% of the consolidated gross accounts receivable balance as of December 28, 2014, and December 29, 2013. No other individual customer accounted for greater than 10% of the consolidated gross accounts receivable balance at either December 28, 2014, or December 29, 2013.

The changes in the allowance for doubtful accounts were as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Balance at beginning of period	$	3,764		$	3,871		$	2,510
Additions charged to expense	2,522			1,989			2,077
Deductions	(3,670		)	(2,096		)	(716		)
Balance at end of period	$	2,616		$	3,764		$	3,871

We maintain an accounts receivable sales program with a third party ("AR Sales Program"). Under the AR Sales Program, we can transfer ownership of eligible trade accounts receivable of a large retail customer. Receivables are sold outright to a third party that assumes the full risk of collection, without recourse to us in the event of a loss. Transfers of receivables under this program are accounted for as sales. Proceeds from the transfers reflect the face value of the accounts receivable less a discount. Receivables sold under the AR Sales Program are excluded from trade accounts receivable in the consolidated balance sheets and are included in cash flows from operating activities in the consolidated statements of cash flows. The discounts on the sales of trade accounts receivable sold under the AR Sales Program were not material for any of the periods presented and were recorded to selling, general and administration expense within the consolidated statements of comprehensive income (loss).

5. Inventories

The amounts of inventory on hand were as follows as of the dates indicated:

(In thousands)	December 28, 2014		December 29, 2013
Raw materials	$	155,012	$	151,065
Finished goods	67,720		67,283
Inventories, net	$	222,732	$	218,348

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

We carry an inventory provision which is the result of obsolete or aged inventory. The rollforward of our inventory provision is as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Balance at beginning of period	$	8,351		$	7,561		$	10,520
Additions charged to expense	1,730			2,051			2,158
Deductions	(3,533		)	(1,261		)	(5,117		)
Balance at end of period	$	6,548		$	8,351		$	7,561

6. Property, Plant and Equipment

The carrying amounts of our property, plant and equipment and accumulated depreciation were as follows as of the dates indicated:

(In thousands)	December 28, 2014			December 29, 2013
Land	$	44,971		$	50,190
Buildings	170,344			192,782
Machinery and equipment	530,599			559,776
Property, plant and equipment, gross	745,914			802,748
Accumulated depreciation	(169,680		)	(172,469		)
Property, plant and equipment, net	$	576,234		$	630,279

Total depreciation expense was $60.6 million, $62.1 million and $63.3 million in the years endedDecember 28, 2014, December 29, 2013, and December 30, 2012 respectively. Depreciation expense is included primarily within cost of goods sold in the consolidated statements of comprehensive income (loss).

On June 6, 2014, an explosion occurred in the power plant of our Estcourt mill in South Africa which reduced the site’s ability to generate steam and heat the kilns which, in turn, required the production lines to cease operating for several weeks. Currently, the mill is running at 100% of pre-incident levels. We are insured against property loss and business interruption, and we recognized $3.5 million in business interruption proceeds during the year ended December 28, 2014, as partial payment. These proceeds were recorded as a reduction to selling, general and administration expense in the consolidated statements of comprehensive income (loss).

7. Long-Term Debt

(In thousands)	December 28, 2014		December 29, 2013
8.25% Senior Notes due 2021	$	500,000	$	375,000
Unamortized premium on Senior Notes	11,920		2,809
Capital lease obligations and other long-term debt	—		52
Total long-term debt	$	511,920	$	377,861

Senior Notes

On January 21, 2014, March 9, 2012, and April 15, 2011, we issued $125.0 million, $100.0 million and $275.0 million aggregate principal senior unsecured notes, respectively (the "Senior Notes"). As of December 28, 2014, we had outstanding $500.0 million aggregate principal amount of Senior Notes. All issuances of the Senior Notes have the same terms, rights and obligations, and were issued in the same series. The Senior Notes were issued in three private

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

placements for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, (the "Securities Act") and to buyers outside the United States pursuant to Regulation S under the Securities Act. The Senior Notes were issued without registration rights and are not listed on any securities exchange. The Senior Notes bear interest at 8.25% per annum, payable in cash semiannually in arrears on April 15 and October 15 of each year and are due April 15, 2021. We received net proceeds of $136.8 million, $101.5 million and $265.5 million in 2014, 2012 and 2011, respectively, after deducting $1.9 million, $2.0 million and $9.5 million of transaction issuance costs. The transaction costs were capitalized as deferred financing costs (included in other assets) and are being amortized to interest expense over the term of the Senior Notes using the effective interest method. The Senior Notes were issued at 108.75%, 103.50% and par in 2014, 2012 and 2011, respectively. The resulting premiums of $10.9 million and $3.5 million in 2014 and 2012, respectively, are being amortized to interest expense over the term of the Senior Notes using the effective interest method. The net proceeds from the Senior Notes were used to fund a $124.9 million return of capital to shareholders in 2011, in the amount of $4.54 per share; as well as the acquisitions of eight companies since 2011 for aggregate consideration of $297.5 million. The remaining proceeds from the Senior Notes are intended for general corporate purposes, which may include funding future acquisitions. Interest expense relating to the Senior Notes was $39.4 million, $31.9 million, and $30.0 million for the years ended December 28, 2014, December 29, 2013, and December 30, 2012, respectively.

We may redeem the Senior Notes, in whole or in part, at any time prior to April 15, 2015, at a price equal to 100% of the principal amount plus the applicable premium, plus accrued and unpaid interest, if any, to the date of redemption. The applicable premium means, with respect to a note at any date of redemption, the greater of (i) 1.00% of the then-outstanding principal amount of such note and (ii) the excess of (a) the present value at such date of redemption of (1) the redemption price of such note at April 15, 2015, plus (2) all remaining required interest payments due on such note through such date (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (b) the principal amount of such note on such redemption date. We may also redeem the Senior Notes, in whole or in part, at any time on or after April 15, 2015, at the applicable redemption prices specified under the indenture governing the Senior Notes, plus accrued and unpaid interest, if any, to the date of redemption. If we experience certain changes of control or consummate certain asset sales and do not reinvest the net proceeds, we must offer to repurchase all of the Senior Notes at a purchase price of 101.00% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date.

Obligations under the Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by certain of our directly or indirectly wholly-owned subsidiaries.

The indenture governing the Senior Notes contains restrictive covenants that, among other things, limit our ability and the ability of our subsidiaries to: (i) incur additional debt and issue disqualified or preferred stock, (ii) make restricted payments, (iii) sell assets, (iv) create or permit restrictions on the ability of our restricted subsidiaries to pay dividends or make other distributions to the parent company, (v) create or incur certain liens, (vi) enter into sale and leaseback transactions, (vii) merge or consolidate with other entities and (viii) enter into transactions with affiliates. The foregoing limitations are subject to exceptions as set forth in the indenture governing the Senior Notes. In addition, if in the future the Senior Notes have an investment grade rating from at least two nationally recognized statistical rating organizations, certain of these covenants will be replaced with a less restrictive covenant.

The indenture governing the Senior Notes contains customary events of default (subject in certain cases to customary grace and cure periods). As of December 28, 2014, and December 29, 2013, we were in compliance with all covenants under the indenture governing the Senior Notes.

ABL Facility

In May 2011, we and certain of our subsidiaries, as borrowers, entered into a $125.0 million asset-based revolving credit facility (the "ABL Facility"). The borrowing base is calculated based on a percentage of the value of selected U.S. and Canadian accounts receivable and U.S. and Canadian inventory, less certain ineligible amounts.

Obligations under the ABL Facility are secured by a first priority security interest in substantially all of the current assets of Masonite and our subsidiaries. In addition, obligations under the ABL Facility are fully and

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by certain of our directly or indirectly wholly-owned subsidiaries.

Borrowings under the ABL Facility will bear interest at a variable rate per annum equal to, at our option, (i) LIBOR, plus a margin ranging from 2.00% to 2.50% per annum, or (ii) the Base Rate (as defined in the ABL Facility agreement), plus a margin ranging from 1.00% to 1.50% per annum.

In addition to paying interest on any outstanding principal under the ABL Facility, we are required to pay a commitment fee in respect of unutilized commitments of 0.25% of the aggregate commitments under the ABL Facility if the average utilization is greater than 50% for any applicable period, and 0.375% of the aggregate commitments under the ABL Facility if the average utilization is less than or equal to 50% for any applicable period. We must also pay customary letter of credit fees and agency fees.

The ABL Facility contains various customary representations, warranties and covenants by us that, among other things, and subject to certain exceptions, restrict Masonite's ability and the ability of our subsidiaries to: (i) incur additional indebtedness, (ii) pay dividends on our common stock and make other restricted payments, (iii) make investments and acquisitions, (iv) engage in transactions with our affiliates, (v) sell assets, (vi) merge and (vii) create liens. As of December 28, 2014, and December 29, 2013, we were in compliance with all covenants under the credit agreement governing the ABL Facility and there were no amounts outstanding under the ABL Facility.

8. Share Based Compensation Plans

Share-based compensation expense was $9.6 million, $7.8 million and $6.5 million for the years ended December 28, 2014, December 29, 2013, and December 30, 2012. As of December 28, 2014, the total remaining unrecognized compensation expense related to share based compensation amounted to $11.4 million, which will be amortized over the weighted average remaining requisite service period of 1.9 years. Share based compensation expense is recognized using a graded-method approach, or to a lesser extent a cliff-vesting approach, depending on the terms of the individual award and is classified within selling, general and administration expenses in the consolidated statements of comprehensive income (loss). All share based awards are settled through issuance of new shares of our common stock. The share based award agreements contain restrictions on sale or transfer other than in limited circumstances. All other transfers would cause the share based awards to become null and void.

Equity Incentive Plan

Prior to July 9, 2012, we had a management equity incentive plan (the "2009 Plan"). The 2009 Plan required granting by June 9, 2012, equity instruments which upon exercise would result in management (excluding directors) owning 9.55% of our common equity (3,554,811 shares) on a fully diluted basis, after giving consideration to the potential exercise of warrants and the equity instruments granted to directors. Under the 2009 Plan, we were required to issue equity instruments to directors that represented 0.90% (335,004 shares) of the common equity on a fully diluted basis. The requirement for issuance to employees was satisfied in June 2012, and the requirement for issuance to directors was satisfied in July 2009. No awards have been granted under the 2009 Plan since May 30, 2012, and no future awards will be granted under the 2009 Plan; however, all outstanding awards under the 2009 Plan will continue to be governed by their existing terms. Aside from shares issuable for outstanding awards, there are no further shares of common stock available for future issuance under the 2009 Plan.

On July 12, 2012, the Board of Directors adopted the Masonite International Corporation 2012 Equity Incentive Plan (the "2012 Plan"). The 2012 Plan was adopted because the Board believes awards granted will help to attract, motivate and retain employees and non-employee directors, align employee and stockholder interests and encourage a performance-based culture built on employee stock ownership. The 2012 Plan permits us to offer eligible directors, employees and consultants cash and share-based incentives, including stock options, stock appreciation rights, restricted stock, other share-based awards (including restricted stock units) and cash-based awards. The 2012 Plan is effective for 10 years from the date of its adoption. Awards granted under the 2012 Plan are at the discretion of the Human Resources and Compensation Committee of the Board of Directors. The Human Resources and Compensation Committee may grant any award under the 2012 Plan in the form of a performance compensation award. The 2012 Plan may be amended, suspended or terminated by the Board at any time; provided, that any amendment, suspension or termination which

86

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

impairs the rights of a participant is subject to such participant's consent and; provided further, that any material amendments are subject to shareholder approval. Prior to June 21, 2013, the aggregate number of common shares that could be issued with respect to equity awards under the 2012 Plan could not exceed 1,500,000 shares plus the number of shares subject to existing grants under the 2009 Plan that may expire or be forfeited or cancelled. On June 21, 2013, the Board of Directors approved an increase of 500,000 common shares issuable under the 2012 Plan, bringing the total number of shares issuable under the 2012 Plan to 2,000,000 plus the number of shares subject to existing grants under the 2009 plan that may expire or be forfeited or cancelled. As of December 28, 2014, there were 1,867,569 shares of common stock available for future issuance under the 2012 Plan.

Deferred Compensation Plan

Effective August 13, 2012, the Board of Directors adopted a Deferred Compensation Plan ("DCP"). The DCP is an unfunded non-qualified deferred compensation plan that permits certain employees and directors to defer a portion of their compensation to a future time. Eligible employees may elect to defer a portion of their base salary, bonus and/or restricted stock units and eligible directors may defer a portion of their director fees or restricted stock units. All contributions to the DCP on behalf of the participant are fully vested (other than restricted stock unit deferrals which remain subject to the vesting terms of the applicable equity incentive plan) and placed into a grantor trust, commonly referred to as a "rabbi trust." Although we are permitted to make matching contributions under the terms of the DCP, we have not elected to do so. The DCP invests the contributions in diversified securities from a selection of investments and the participants choose their investments and may periodically reallocate the assets in their respective accounts. Participants are entitled to receive the benefits in their accounts upon separation of service or upon a specified date, with benefits payable as a single lump sum or in annual installments. All plan investments are categorized as having Level 1 valuation inputs as established by the FASB’s Fair Value Framework.    

Assets of the rabbi trust, other than Company stock, are recorded at fair value and included in other assets in the consolidated balance sheets. These assets in the rabbi trust are classified as trading securities and changes in their fair values are recorded in other income (loss) in the consolidated statements of comprehensive income (loss). The liability relating to deferred compensation represents our obligation to distribute funds to the participants in the future and is included in other liabilities in the consolidated balance sheets. As of December 28, 2014 the liability and asset relating to deferred compensation each had a fair value of $1.5 million. Any unfunded gain or loss relating to changes in the fair value of the deferred compensation liability is recognized in selling, general and administration expense in the consolidated statements of comprehensive income (loss).

As of December 28, 2014, participation in the deferred compensation plan is limited and no restricted stock awards have been deferred into the deferred compensation plan.

Stock Appreciation Rights

We have granted Stock Appreciation Rights ("SARs") to certain employees under both the 2009 Plan and the 2012 Plan, which entitle the recipient to the appreciation in value of a number of common shares over the exercise price over a period of time, each as specified in the applicable award agreement. The exercise price of any SAR granted may not be less than the fair market value of our common shares on the date of grant. The compensation expense for the SARs is measured based on the fair value of the SARs at the date of grant and is recognized over the requisite service period. The SARs vest over a maximum of four years, have a life of ten years and settle in common shares. It is assumed that all time-based SARs will vest.

The total fair value of SARs vested was $0.7 million, $2.5 million and $2.6 million in the years ended December 28, 2014, December 29, 2013, and December 30, 2012, respectively.

87

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Year Ended December 28, 2014	Stock Appreciation Rights		Aggregate Intrinsic Value (in thousands)		Weighted Average Exercise Price		Average Remaining Contractual Life (Years)
Outstanding, beginning of period	1,812,658		$	59,525	$	18.16	6.4
Exercised	(560,568	)	23,400		14.15
Cancelled	(20,622	)			38.48
Outstanding, end of period	1,231,468		$	48,516	$	19.59	5.9
Exercisable, end of period	907,716		$	38,589	$	16.48	5.1

Year Ended December 29, 2013	Stock Appreciation Rights		Aggregate Intrinsic Value (in thousands)		Weighted Average Exercise Price		Average Remaining Contractual Life (Years)
Outstanding, beginning of period	2,628,448		$	21,005	$	15.76	6.9
Granted	245,238				34.87
Exercised	(1,017,137	)	33,418		16.13
Cancelled	(43,891	)			15.89
Outstanding, end of period	1,812,658		$	59,525	$	18.16	6.4
Exercisable, end of period	1,350,928		$	48,690	$	14.96	5.6

Year Ended December 30, 2012	Stock Appreciation Rights		Aggregate Intrinsic Value (in thousands)		Weighted Average Exercise Price		Average Remaining Contractual Life (Years)
Outstanding, beginning of period	2,627,379		$	4,164	$	15.76	7.9
Granted	47,000				17.26
Cancelled	(45,931	)			15.00
Outstanding, end of period	2,628,448		$	21,005	$	15.76	6.9
Exercisable, end of period	1,881,158		$	16,278	$	15.12	6.5

The weighted average grant date assumptions used for the SARs granted were as follows for the periods indicated. Expected volatility is based on the historical volatility of the Company’s public industry peers’ common shares, amongst other considerations:

	2013 Grants			2012 Grants
Option Value (model conclusion)	$	9.68		$	4.46
Risk-free rate	1.7		%	0.3		%
Expected dividend yield	0.0		%	0.0		%
Expected volatility	35.2		%	49.0		%
Expected term (in years)	6.4			1.8

88

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Restricted Stock Units

We have granted Restricted Stock Units ("RSUs") to directors and certain employees under both the 2009 Plan and the 2012 Plan. The RSUs confer the right to receive shares of our common stock at a specified future date or when certain conditions are met. The compensation expense for the RSUs awarded is based on the fair value of the RSUs at the date of grant and is recognized over the requisite service period. The RSUs vest over a maximum of four years, and call for the underlying shares to be delivered no later than the fourth anniversary of the grant dates. It is assumed that all time-based RSUs will vest.

	Year Ended
	December 28, 2014				December 29, 2013				December 30, 2012
	Total Restricted Stock Units Outstanding		Weighted Average Grant Date Fair Value		Total Restricted Stock Units Outstanding		Weighted Average Grant Date Fair Value		Total Restricted Stock Units Outstanding		Weighted Average Grant Date Fair Value
Outstanding, beginning of period	618,963		$	22.09	921,946		$	17.75	886,830		$	18.48
Granted	209,240		—		339,038				491,980
Delivered	(208,477	)			(566,376	)			(417,655	)
Withheld to cover (1)	(59,066	)			(65,406	)			(9,555	)
Cancelled	(17,287	)			(10,239	)			(29,654	)
Outstanding, end of period	543,373		$	34.56	618,963		$	22.09	921,946		$	17.75

____________

(1) A portion of the vested RSUs delivered were net share settled to cover the minimum statutory requirements for income and other employment taxes, at the individual participant’s election. We remit the equivalent cash to the appropriate taxing authorities. These net share settlements had the effect of share repurchases by us as we reduced and retired the number of shares that would have otherwise been issued as a result of the vesting.

Approximately one-half of the RSUs granted during the year endedDecember 28, 2014, vest at specified future dates, with only service requirements, while the remaining portion of the RSUs vest based on both performance and service requirements. The value of RSUs granted in the year endedDecember 28, 2014, was $11.5 million and is being recognized over the weighted average requisite service period of 1.7 years. During the year endedDecember 28, 2014, there were 267,543 RSUs vested at a fair value of $14.6 million.

Warrants

On June 9, 2009, we issued 5,833,335 warrants, representing the right to purchase our common shares for $55.31 per share, subsequently adjusted to $50.77 per share for the $4.54 per share return of capital in 2011. Of these, 3,333,334 were scheduled to expire on June 9, 2014 (the "2014 Warrants"), and 2,500,001 expire on June 9, 2016 (the "2016 Warrants"). During the six months prior to their respective expiration dates, the warrants provide the holders with a cashless exercise option. During the year endedDecember 28, 2014, holders of the 2014 Warrants exercised 3,289,146 warrants resulting in the issuance of 279,408 new common shares to the holders for which we received cash proceeds of $0.3 million. The remaining 44,188 outstanding 2014 Warrants expired and were forfeited as of June 9, 2014. There has been no activity relating to the 2016 Warrants as of December 28, 2014. We have accounted for these warrants as equity instruments. Future exercises and forfeitures will reduce the amount of warrants. Future exercises will increase the amount of common shares outstanding and reduce additional paid-in capital.

89

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

9. Employee Future Benefits

United States Defined Benefit Plan

We have a defined benefit plan covering certain active and former employees in the United States (“U.S.”). Benefits under the plan were largely curtailed in a prior year, and are a function of compensation levels, benefit formulas and years of service. We accrue the expected costs of providing plan benefits during the periods in which the employees render service. The measurement date used for the accounting valuation of the defined benefit plan was December 28, 2014. Information about the U.S. defined benefit plan is as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Components of net periodic benefit cost:
Service cost	$	261		$	384		$	809
Interest cost	5,062			4,662			4,680
Expected return on assets	(5,951		)	(5,116		)	(4,509		)
Amortization of actuarial net losses	—			1,413			1,841
Net pension expense	$	(628	)	$	1,343		$	2,821

During March 2011, we modified our collective bargaining agreement, which impacted the U.S. defined benefit plan. Effective April 15, 2011, for participants age 49 and younger, and April 15, 2013, for those participants age 50 and older, benefit accruals under the U.S. defined benefit plan have been frozen for future periods. Additionally, any employee who has not met the plan’s eligibility requirements is ineligible to become a participant in the U.S. defined benefit plan on or after April 15, 2011, regardless of the employee’s age. Accordingly, benefits that have been earned as of April 15, 2011, will not be reduced or eliminated.    

90

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Information with respect to the assets, liabilities and net accrued benefit obligation of the U.S. defined benefit plan is set forth as follows for the periods indicated:

(In thousands)	December 28, 2014			December 29, 2013
Pension assets:
Fair value of plan assets, beginning of year	$	84,501		$	74,531
Company contributions	5,441			3,200
Actual return on plan assets	6,480			11,892
Benefits paid	(5,350		)	(4,882		)
Administrative expenses paid	(348		)	(240		)
Fair value of plan assets, end of year	90,724			84,501
Pension liability:
Accrued benefit obligation, beginning of year	105,821			114,910
Current service cost	261			384
Interest cost	5,062			4,662
Actuarial loss (gain)	10,857			(9,013		)
Benefits paid	(5,350		)	(4,882		)
Administrative expenses paid	(348		)	(240		)
Accrued benefit obligation, end of year	116,303			105,821
Net accrued benefit obligation, end of year	$	25,579		$	21,320

The net accrued benefit obligation is carried within other long-term liabilities in the consolidated balance sheets.

Pension fund assets are invested primarily in equity and debt securities. Asset allocation between equity and debt securities and cash is adjusted based on the expected life of the plan and the expected retirement age of the plan participants. No plan assets are expected to be returned to us in the next twelve months. Information with respect to the amounts and types of securities that are held in the U.S. defined benefit plan is set forth as follows for the periods indicated:

	December 28, 2014				December 29, 2013
(In thousands)	Amount		% of Total Plan		Amount		% of Total Plan
Equity securities	$	54,434	60.0	%	$	51,715	61.2	%
Debt securities	35,382		39.0	%	31,519		37.3	%
Other	908		1.0	%	1,267		1.5	%
	$	90,724	100.0	%	$	84,501	100.0	%

Under our investment policy statement, plan assets are invested to achieve a fully-funded status based on actuarial calculations, maintain a level of liquidity that is sufficient to pay benefit and expense obligations when due, maintain flexibility in determining the future level of contributions and maximize returns within the limits of risk. The target asset allocation for plan assets in the U.S. defined benefit plan for 2014 is 60% equity securities, 38% debt securities and 2% of other securities.

Our pension funds are not invested directly in the debt or equity of Masonite, but may have been invested indirectly as a result of inclusion of Masonite in certain market or investment funds.

91

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

The weighted average actuarial assumptions adopted in measuring our U.S. accrued benefit obligations and costs were as follows for the periods indicated:

	Year Ended
	December 28, 2014		December 29, 2013		December 30, 2012
Discount rate applied for:
Accrued benefit obligation	4.1	%	5.0	%	4.1	%
Net periodic pension cost	5.0	%	4.1	%	4.2	%
Expected long-term rate of return on plan assets	7.0	%	7.0	%	7.0	%

The rate of compensation increase for the accrued benefit obligation and net periodic pension costs for the U.S. defined benefit plan is not applicable, as benefits under the plan are not affected by compensation increases.

The expected long-term rate of return on plan assets assumption is derived by taking into consideration the target plan asset allocation, historical rates of return on those assets, projected future asset class returns and net outperformance of the market by active investment managers. An asset return model is used to develop an expected range of returns on the plan investments over a 30-year period, with the expected rate of return selected from a best estimate range within the total range of projected results.

United Kingdom Defined Benefit Plan

We also have a defined benefit plan in the United Kingdom (“U.K.”), which has been curtailed in prior years. The measurement date used for the accounting valuation of the U.K. defined benefit plan was December 28, 2014. Information about the U.K. defined benefit plan is as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Components of net periodic benefit cost:
Interest cost	$	1,335		$	1,329		$	1,248
Expected return on assets	(1,041		)	(974		)	(947		)
Net pension expense	$	294		$	355		$	301

92

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Information with respect to the assets, liabilities and net accrued benefit obligation of the U.K. defined benefit plan is as follows for the periods indicated:

(In thousands)	December 28, 2014			December 29, 2013
Pension assets:
Fair value of plan assets, beginning of year	$	22,239		$	20,143
Company contributions	789			890
Actual return on plan assets	2,594			1,681
Benefits paid	(1,285		)	(874		)
Translation adjustment	(1,248		)	399
Fair value of plan assets, end of year	23,089			22,239
Pension liability:
Accrued benefit obligation, beginning of year	30,627			28,950
Interest cost	1,335			1,329
Actuarial loss (gain)	2,615			821
Benefits paid	(1,285		)	(874		)
Translation adjustment	(1,704		)	401
Accrued benefit obligation, end of year	31,588			30,627
Net accrued benefit obligation, end of year	$	8,499		$	8,388

The net accrued benefit obligation is carried within other long-term liabilities in the consolidated balance sheets.

Pension fund assets are invested primarily in equity and debt securities. Asset allocation between equity and debt securities and cash is adjusted based on the expected life of the plan and the expected retirement age of the plan participants. Information with respect to the amounts and types of securities that are held in the U.K. defined benefit plan is set forth as follows for the periods indicated:

	December 28, 2014				December 29, 2013
(In thousands)	Amount		% of Total Plan		Amount		% of Total Plan
Equity securities	$	10,784	46.7	%	$	11,172	50.2	%
Debt securities	12,238		53.0	%	10,824		48.7	%
Other	67		0.3	%	243		1.1	%
Total plan assets	$	23,089	100.0	%	$	22,239	100.0	%

Under our investment policy and strategy, plan assets are invested to achieve a fully funded status based on actuarial calculations, maintain a level of liquidity that is sufficient to pay benefit and expense obligations when due, maintain flexibility in determining the future level of contributions and maximize returns within the limits of risk. The target asset allocation for plan assets in the U.K. defined benefit plan for 2014 is 50% equity securities and 50% debt securities.

93

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

The weighted average actuarial assumptions adopted in measuring our U.K. accrued benefit obligations and costs were as follows for the periods indicated:

	Year Ended
	December 28, 2014		December 29, 2013		December 30, 2012
Discount rate applied for:
Accrued benefit obligation	3.6	%	4.4	%	4.4	%
Net periodic pension cost	3.6	%	4.4	%	4.4	%
Expected long-term rate of return on plan assets	4.2	%	5.2	%	5.0	%

The rate of compensation increase for the accrued benefit obligation and net pension cost for the U.K. defined benefit plan is not applicable, as the plan was curtailed in prior years and benefits under the plan are not affected by compensation increases.

The expected long-term rate of return on plan assets assumption is derived by taking into consideration the target plan asset allocation, historical rates of return on those assets, projected future asset class returns and net outperformance of the market by active investment managers. An asset return model is used to develop an expected range of returns on the plan investments over a 10-year period, with the expected rate of return selected from a best estimate range within the total range of projected results.

Overall Pension Obligation

For all periods presented, the U.S. and U.K. defined benefit pension plans were invested in equity securities, equity funds, bonds, bond funds and cash and cash equivalents. All investments are publicly traded and possess a high level of marketability or liquidity. All plan investments are categorized as having Level 1 valuation inputs as established by the FASB’s Fair Value Framework.

The change in the net difference between the pension plan assets and projected benefit obligation that is not attributed to our recognition of pension expense or funding of the plan is recognized in other comprehensive income (loss) within the consolidated statements of comprehensive income (loss) and the balance of such changes is included in accumulated other comprehensive income (loss) (“AOCI”) in the consolidated balance sheets. The estimated transition obligation, prior service costs and actuarial net losses that will be amortized from AOCI into net periodic benefit cost during 2015 are $0.0 million, $0.0 million and $0.9 million, respectively.

As of December 28, 2014, the estimated future benefit payments from the plans for the following future periods are set forth as follows:

(In thousands)	Expected Future Benefit Payments
Fiscal year:
2015	$	6,615
2016	6,859
2017	7,097
2018	7,358
2019	7,656
2020 through 2024	41,754
Total estimated future benefit payments	$	77,339

Expected contributions to the plans during 2015 are $6.0 million.

94

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

10. Commitments and Contingencies

For lease agreements that provide for escalating rent payments or rent-free occupancy periods, we recognize rent expense on a straight line basis over the non-cancelable lease term and any option renewal period where failure to exercise such option would result in an economic penalty in such amount that renewal appears, at the inception of the lease, to be reasonably assured. The lease term commences on the date when all conditions precedent to our obligation to pay rent are satisfied. The leases contain provisions for renewal ranging from zero to three options of generally five years each. Minimum payments, for the following future periods, under non-cancelable operating leases and service agreements with initial or remaining terms of one year or more consist of the following:

(In thousands)
Fiscal year:
2015	$	16,882
2016	12,776
2017	10,459
2018	9,681
2019	9,019
Thereafter	62,509
Total future minimum lease payments	$	121,326

Total rent expense, including non-cancelable operating leases and month-to-month leases, was $24.6 million, $24.9 million and $24.9 million for the years ended December 28, 2014, December 29, 2013, and December 30, 2012, respectively.

We have provided customary indemnifications to our landlords under certain property lease agreements for claims by third parties in connection with their use of the premises. We also have provided routine indemnifications against adverse effects related to changes in tax laws and patent infringements by third parties. The maximum amount of these indemnifications cannot be reasonably estimated due to their nature. In some cases, we have recourse against other parties to mitigate the risk of loss from these indemnifications. Historically, we have not made any significant payments relating to such indemnifications.

From time to time, we are involved in various claims and legal actions. In the opinion of management, the ultimate disposition of these matters, individually and in the aggregate, will not have a material effect on our consolidated financial statements, results of operations or liquidity.

95

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

11. Restructuring Costs

The following table summarizes the restructuring charges recorded for the periods indicated:

	Year Ended
	December 28, 2014								December 29, 2013								December 30, 2012
(In thousands)	North America		Europe, Asia and Latin America		Africa		Total		North America		Europe, Asia and Latin America		Africa		Total		North America			Europe, Asia and Latin America		Total
2014 Plan	$	—	$	9,503	$	—	$	9,503	$	—	$	—	$	—	$	—	$	—		$	—	$	—
2013 Plan	541		656		7		1,204		2,408		3,008		1,142		6,558		—			—		—
2012 Plan	92		338		—		430		383		2,841		—		3,224		3,772			7,357		11,129
2011 Plan	—		—		—		—		—		—		—		—		(51		)	353		302
2009 and Prior Plans	—		—		—		—		—		848		—		848		—			—		—
Total Restructuring Costs	$	633	$	10,497	$	7	$	11,137	$	2,791	$	6,697	$	1,142	$	10,630	$	3,721		$	7,710	$	11,431

	Cumulative Amount Incurred Through
	December 28, 2014
(In thousands)	North America		Europe, Asia and Latin America		Africa		Total
2014 Plan	$	—	$	9,503	$	—	$	9,503
2013 Plan	2,949		3,664		1,149		7,762
2012 Plan	4,247		10,536		—		14,783
2011 Plan	856		3,718		—		4,574
2010 Plan	3,552		3,831		—		7,383
2009 and Prior Plans	1,741		2,117		—		3,858
Total Restructuring Costs	$	13,345	$	33,369	$	1,149	$	47,863

On August 20, 2014, the Board of Directors of Masonite Israel Ltd. (“Israel”), one of our wholly-owned subsidiaries, decided to voluntarily seek a Stay of Proceedings from the Israeli courts in an attempt to restructure the business (the “2014 Plan”). The court filing was made on August 21, 2014, and the court appointed a trustee to oversee the operation of the business and to attempt to restructure it. The action to seek court protection followed a comprehensive evaluation of the alternatives for the business, including an organized sale process that was ultimately unsuccessful. We determined that the subsidiary should be deconsolidated at that time, as it had become subject to the control of a court. We have had and will continue to have no continuing involvement with Israel subsequent to August 21, 2014, and Israel will not be considered a related party. As a result of Israel's court filing, we incurred $9.5 million of charges during the year ended December 28, 2014, of which $1.4 million relate to non-cash asset impairments, $6.8 million relate to non-cash losses on deconsolidation, and $1.9 millionrelate to cash charges incurred, primarily relating to bank debt and guarantees. Partially offsetting these charges was a gain of $0.6 million relating to the recognition of the cumulative translation adjustment into net income. As of December 28, 2014, pending the ultimate resolution of the Stay of Proceedings, we do not anticipate any material future charges related to the 2014 Plan.

During 2013, we began implementing plans to rationalize certain of our facilities, including related headcount reductions, in Canada due to synergy opportunities related to recent acquisitions in the residential interior wood door markets. We have also rationalized certain of our operations, including related headcount reductions, in Ireland, South Africa and Israel in order to respond to declines in demand in international markets. Additionally, the decision was made to discontinue sales into the Polish market subsequent to the decision to cease manufacturing operations in 2012 (collectively, the "2013 Restructuring Plan"). Costs associated with the 2013 Restructuring Plan include severance and

96

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

closure charges, including impairment of certain property, plant and equipment, and are substantially completed. As of December 28, 2014, we do not expect to incur any material future charges for the 2013 Restructuring Plan.

During 2012, we began implementing plans to close certain of our U.S. manufacturing facilities due to the start-up of our new highly automated interior door slab assembly plant in Denmark, South Carolina, synergy opportunities related to recent acquisitions in the architectural interior wood door market and footprint optimization efforts resulting from declines in demand in specific markets. We also began implementing plans during 2012 to permanently close our businesses in Hungary and Romania and to cease manufacturing operations in Poland, due to the continued economic downturn and heightened volatility of the Eastern European economies (collectively, the "2012 Restructuring Plan"). Costs associated with these closure and exit activities relate to closures of facilities and impairment of certain tangible and intangible assets and are substantially completed. As of December 28, 2014, we do not expect to incur any material future charges for the 2012 Restructuring Plan.

Prior years’ restructuring plans costs relate to headcount reductions and facility rationalizations as a result of weakened market conditions. In response to the decline in demand, we reviewed the required levels of production and reduced the workforce and plant capacity accordingly, resulting in severance charges. These actions were taken in order to rationalize capacity with existing and forecasted market demand conditions. The restructuring plans initiated in 2009 and prior years (the "2009 and Prior Restructuring Plans") are substantially completed, although cash payments are expected to continue through 2019, primarily related to lease payments at closed facilities. As of December 28, 2014, we do not expect to incur any future charges for the 2009 and Prior Restructuring Plans.

The changes in the accrual for restructuring by activity were as follows for the periods indicated:

(In thousands)	December 29, 2013		Severance			Closure Costs		Cash Payments		Non-Cash Items		December 28, 2014
2014 Plan	$	—	$	—		$	9,503	$	1,087	$	7,577	$	839
2013 Plan	2,348		(22		)	1,226		3,211		—		341
2012 Plans	714		236			194		810		—		334
2009 and Prior Plans	1,347		—			—		528		—		819
Total	$	4,409	$	214		$	10,923	$	5,636	$	7,577	$	2,333

(In thousands)	December 30, 2012		Severance		Closure Costs		Cash Payments		Non-Cash Items		December 29, 2013
2013 Plan	$	—	$	4,901	$	1,657	$	2,843	$	1,367	$	2,348
2012 Plans	2,893		377		2,847		5,403		—		714
2009 and Prior Plans	1,675		—		848		1,176		—		1,347
Total	$	4,568	$	5,278	$	5,352	$	9,422	$	1,367	$	4,409

(In thousands)	January 1, 2012		Severance		Closure Costs			Cash Payments		Non-Cash Items		December 30, 2012
2012 Plans	$	—	$	6,115	$	5,014		$	6,972	$	1,264	$	2,893
2011 Plans	401		353		(51		)	703		—		—
2009 and Prior Plans	3,130		—		—			1,455		—		1,675
Total	$	3,531	$	6,468	$	4,963		$	9,130	$	1,264	$	4,568

97

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

12. Asset Impairment

During the year ended December 28, 2014, we recognized asset impairment charges of $18.2 million, related to certain asset groups in the Europe, Asia and Latin America segment. Of this amount, $15.0 million related to property, plant and equipment and $3.2 million was related to definite-lived intangible assets. During the fourth quarter of 2014, management reassessed future cash flow expectations in certain underperforming markets in the Europe, Asia and Latin America segment. After reviewing the businesses, and in consideration of deteriorated market conditions, management initiated strategic actions which have resulted in a significant reduction in expected future cash flows. The resulting non-cash impairment charges for three of our asset groups were determined based upon the excess of the asset groups' carrying values over their respective fair values, determined using a discounted cash flows approach. We will continue to closely monitor and assess the performance of these asset groups and other underperforming asset groups. This valuation was performed on a non-recurring basis and is categorized as having Level 3 valuation inputs as established by the FASB’s Fair Value Framework. The Level 3 unobservable inputs include an estimate of future cash flows for each asset group and a salvage value or market value for each asset group. For two of the asset groups, the estimated discounted future cash flows, including salvage values, were determined to be zero and the asset groups were fully impaired from their respective book values of $4.2 million and $2.1 million. The third asset group was determined to have a fair value of $0.7 million, based on a discounted future cash flow analysis including market value, compared to a book value of $12.4 million. The remaining $0.2 million of asset impairment charges are attributable to differences in foreign exchange rates used for balance sheet accounts versus statement of comprehensive income (loss) accounts.

During the year ended December 29, 2013, we recognized asset impairment charges of $1.9 million, related to one piece of machinery in the North America segment. During the second quarter of 2013, management determined that the asset was no longer of any future value and the resulting non-cash impairment charge was based upon the asset's carrying value at the time of disposal.

During the year ended December 30, 2012, we recognized asset impairment charges of $1.4 million, related to revaluation of assets held for sale in the North America segment. The resulting non-cash impairment charges were based upon the excess of the assets' carrying values over their respective fair values (net of selling costs). This valuation was performed on a regular basis and is categorized as having Level 2 valuation inputs as established by the FASB’s Fair Value Framework.

13. Income Taxes

For financial reporting purposes, income before income taxes includes the following components:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Income (loss) from continuing operations before income tax expense (benefit):
Canada	$	(32,093	)	$	(12,976	)	$	(27,444	)
Foreign	3,138			(16,763		)	(7,723		)
Total income (loss) from continuing operations before income tax expense (benefit):	$	(28,955	)	$	(29,739	)	$	(35,167	)

98

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Income tax expense (benefit) consists of the following:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Current income tax expense (benefit):
Canada	$	4,458		$	4,160		$	2,050
Foreign	2,045			(2,360		)	202
Total current income tax expense (benefit):	6,503			1,800			2,252
Deferred income tax expense (benefit):
Canada	1,345			(9,354		)	(3,892		)
Foreign	(3,315		)	(13,823		)	(11,725		)
Total deferred income tax expense (benefit)	(1,970		)	(23,177		)	(15,617		)
Income tax expense (benefit)	$	4,533		$	(21,377	)	$	(13,365	)

The Canadian federal statutory rate is 26.5%, 26.4% and 25.9% for 2014, 2013 and 2012, respectively. A summary of the differences between expected income tax expense (benefit) calculated at the Canadian statutory rate and the reported consolidated income tax expense (benefit) follows:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Income tax expense (benefit) computed at statutory income tax rate	$	(7,679	)	$	(7,842	)	$	(9,095	)
Foreign rate differential	248			(2,586		)	(3,304		)
Permanent differences	(1,314		)	698			2,158
Deconsolidation	(1,679		)	—			—
Income attributable to a permanent establishment	1,623			(794		)	—
Change in valuation allowance	23,352			(6,251		)	6,872
Tax exempt income	(9,643		)	(9,168		)	(7,492		)
Non-deductible stock compensation	270			919			1,651
Unrealized foreign exchange gains (losses)	(573		)	(2,001		)	57
Unrecognized tax benefits	104			(3,851		)	(2,742		)
Functional currency adjustments	1,055			2,840			(377		)
Change in rate of deferred taxes	(787		)	2,874			(1,083		)
Impact of Canadian tax legislation	(900		)	2,657			—
Other	456			1,128			(10		)
Income tax expense (benefit)	$	4,533		$	(21,377	)	$	(13,365	)

Deferred income tax assets arise from available income tax losses and deductions. Our ability to use those income tax losses is dependent upon our results of operations in the tax jurisdictions in which such losses or deductions arose. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below:

99

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

(In thousands)	December 28, 2014			December 29, 2013
Deferred income tax assets:
Non-capital loss carryforwards	$	65,497		$	62,641
Capital loss carryforwards	3,678			—
Deferred interest expense	22,008			22,632
Pension and post-retirement liability	13,914			12,519
Amounts currently not deductible for tax purposes	17,751			18,778
Unrealized foreign exchange loss (gain)	2,747			82
Other	6,429			7,133
Total deferred income tax assets	132,024			123,785
Valuation allowance	(35,766		)	(16,949		)
Total deferred income tax assets, net of valuation allowance	96,258			106,836
Deferred income tax liabilities:
Plant and equipment	(98,890		)	(110,740		)
Intangibles	(46,626		)	(47,345		)
Basis difference in subsidiaries	(8,708		)	(8,260		)
Other	(8,348		)	(8,211		)
Total deferred income tax liabilities	(162,572		)	(174,556		)
Net deferred income tax asset (liability)	$	(66,313	)	$	(67,720	)

Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. On the basis of this evaluation, as of December 28, 2014 and December 29, 2013, a valuation allowance of $35.8 million and $16.9 million, respectively, has been established to record only the portion of the deferred tax assets that is more likely than not to be realized. We have established valuation allowances on certain deferred tax assets resulting from net operating loss carryforwards and other assets in Canada, Chile, France, India and Luxembourg. The amount of the deferred tax assets considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as our projections for growth.

As a result of certain realization requirements of ASC 718, Compensation - Stock Compensation, the table of deferred tax assets and liabilities shown above does not include certain deferred tax assets as of December 28, 2014, that arose from tax deductions related to equity compensation that are greater than the compensation recognized for financial reporting. Equity will be increased by $16.2 million if and when such deferred tax assets are ultimately realized.

The following is a rollforward of the valuation allowance for deferred tax assets:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Balance at beginning of period	$	16,949		$	24,260		$	11,312
Additions charged to expense and other	33,678			4,167			15,421
Deductions	(14,861		)	(11,478		)	(2,473		)
Balance at end of period	$	35,766		$	16,949		$	24,260

100

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

The losses carried forward for tax purposes are available to reduce future income taxes by $256.3 million. We can apply these losses against future taxable income as follows:

(In thousands)	Canada		United States		Other Foreign		Total
2015-2022	$	—	$	—	$	7,862	$	7,862
2023-2042	97,414		82,759		6,305		186,478
Indefinitely	—		—		61,923		61,923
Total tax losses carried forward	$	97,414	$	82,759	$	76,090	$	256,263

We believe that it is more likely than not that the benefit from certain net operating loss carryforwards will not be realized. In recognition of this risk, we have provided valuation allowances of $20.5 million in Canada and $12.4 million outside Canada on these gross operating loss carryforwards. If or when recognized, the tax benefit related to any reversal of the valuation allowance on deferred tax assets as of December 28, 2014, will be accounted for as a reduction of income tax expense.

Deferred income taxes have not been recognized for the excess of the amount for financial reporting over the tax basis of our investments in foreign subsidiaries, as such amounts are considered to be indefinitely reinvested. We currently do not expect the taxable temporary differences to be reversed and become taxable in the foreseeable future. The amount of unrecognized deferred tax liability relating to those temporary differences is not reasonably determinable, as the actual tax liability, if any, is dependent upon circumstances existing at the time of reversal.

As of December 28, 2014 and December 29, 2013, our gross unrecognized tax benefits were $3.7 million and $3.9 million, respectively, excluding interest and penalties. Included in the balance of unrecognized tax benefits as of December 28, 2014 and December 29, 2013, are 2.6 million and 2.7 million, respectively, of tax benefits that, if recognized, would favorably impact the effective tax rate. The gross unrecognized tax benefits are recorded in other long-term liabilities in the consolidated balance sheets. The changes to our gross unrecognized tax benefits were as follows:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Unrecognized tax benefit at beginning of period	$	3,917		$	5,547		$	6,407
Gross increases in tax positions in current period	—			—			—
Gross decreases in tax positions in prior period	(229		)	(1,476		)	(1,050		)
Gross increases in tax positions in prior period	152			—			—
Settlements	—			—			—
Lapse of statute of limitations	(147		)	(154		)	(953		)
Uncertainties arising from business combinations	—			—			1,131
Cumulative translation adjustment	—			—			12
Unrecognized tax benefit at end of period	$	3,693		$	3,917		$	5,547

We recognize interest and penalties accrued related to unrecognized tax benefits as income tax expense. During the years ended December 28, 2014, December 29, 2013 and December 30, 2012, we recorded accrued interest of $0.9 million, $0.5 million and $0.9 million, respectively. Additionally, we have recognized a liability for penalties of $0.6 million, $0.7 million and $1.0 million, and interest of $4.9 million, $4.9 million and $8.8 million, respectively.

We estimate that the amount of unrecognized tax benefits will not significantly increase or decrease within the 12 months following the reporting date. Additionally, we believe that it is possible that unrecognized tax benefits may decrease by approximately $0.2 million during 2015.

101

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

We are subject to taxation in Canada, the United States and other foreign jurisdictions. As of December 28, 2014, our tax years for 2012 and 2011 are subject to Canadian income tax examinations. We are no longer subject to Federal tax examinations in the United States for years prior to 2011 (except to the extent of loss carryforwards up to 2009). However, we are subject to United States state and local income tax examinations for years prior to 2010.

14. Supplemental Cash Flow Information

Certain cash and non-cash transactions were as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014		December 29, 2013		December 30, 2012
Transactions involving cash:
Interest paid	$	41,719	$	31,233	$	30,695
Interest received	683		530		725
Income taxes paid	5,485		7,448		6,101
Income tax refunds	1,504		631		3,891
Non-cash transactions:
Property, plant and equipment additions in accounts payable	3,630		7,224		1,635

15. Segment Information

Our reportable segments are organized and managed principally by geographic region: North America; Europe, Asia and Latin America; and Africa. Our management reviews net sales and Adjusted EBITDA (as defined below) to evaluate segment performance and allocate resources. Net assets are not allocated to the geographic segments. Adjusted EBITDA is a non-GAAP financial measure which does not have a standardized meaning under GAAP and is unlikely to be comparable to similar measures used by other companies. Adjusted EBITDA is defined as net income (loss) attributable to Masonite adjusted to exclude the following items:

• depreciation;

• amortization;

• share based compensation expense;

• loss (gain) on disposal of property, plant and equipment;

• registration and listing fees;

• restructuring costs;

• asset impairment;

• interest expense (income), net;

• other expense (income), net;

• income tax expense (benefit);

• loss (income) from discontinued operations, net of tax; and

• net income (loss) attributable to non-controlling interest.

This definition of Adjusted EBITDA differs from the definitions of EBITDA contained in the indenture governing the Senior Notes and the credit agreement governing the ABL Facility. Although Adjusted EBITDA is not a measure of financial condition or performance determined in accordance with GAAP, it is used to evaluate and compare the operating performance of the segments and it is one of the primary measures used to determine employee incentive compensation. Intersegment transfers are negotiated on an arm’s length basis, using market prices.

102

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Certain information with respect to geographic segments is as follows for the periods indicated:

(In thousands)	Year Ended December 28, 2014
(In thousands)	North America			Europe, Asia and Latin America			Africa			Total
Sales	$	1,396,844		$	409,550		$	56,579		$	1,862,973
Intersegment sales	(813		)	(24,460		)	—			(25,273		)
Net sales to external customers	$	1,396,031		$	385,090		$	56,579		$	1,837,700
Adjusted EBITDA	$	121,069		$	15,755		$	263		$	137,087
Depreciation and amortization	56,535			22,043			3,766			82,344
Interest expense (income), net	69,559			(28,202		)	168			41,525
Income tax expense (benefit)	6,034			(40		)	(1,461		)	4,533

(In thousands)	Year Ended December 29, 2013
(In thousands)	North America			Europe, Asia and Latin America			Africa			Total
Sales	$	1,322,365		$	354,615		$	69,617		$	1,746,597
Intersegment sales	(727		)	(14,686		)	(41		)	(15,454		)
Net sales to external customers	$	1,321,638		$	339,929		$	69,576		$	1,731,143
Adjusted EBITDA	$	89,220		$	11,121		$	5,536		$	105,877
Depreciation and amortization	58,230			17,135			3,773			79,138
Interest expense (income), net	63,003			(29,911		)	138			33,230
Income tax expense (benefit)	(20,389		)	(1,507		)	519			(21,377		)

(In thousands)	Year Ended December 30, 2012
(In thousands)	North America			Europe, Asia and Latin America			Africa			Total
Sales	$	1,225,420		$	385,323		$	81,801		$	1,692,544
Intersegment sales	(1,369		)	(14,988		)	(182		)	(16,539		)
Net sales to external customers	$	1,224,051		$	370,335		$	81,619		$	1,676,005
Adjusted EBITDA	$	73,786		$	17,060		$	6,415		$	97,261
Depreciation and amortization	54,452			19,829			4,143			78,424
Interest expense (income), net	60,939			(29,422		)	(63		)	31,454
Income tax expense (benefit)	(13,007		)	(828		)	470			(13,365		)

103

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

A reconciliation of our consolidated Adjusted EBITDA to net income (loss) attributable to Masonite is set forth as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Adjusted EBITDA	$	137,087		$	105,877		$	97,261
Less (plus):
Depreciation	60,622			62,080			63,348
Amortization	21,722			17,058			15,076
Share based compensation expense	9,605			7,752			6,517
Loss (gain) on disposal of property, plant and equipment	3,816			(1,775		)	2,724
Registration and listing fees	—			2,421			—
Restructuring costs	11,137			10,630			11,431
Asset impairment	18,202			1,904			1,350
Interest expense (income), net	41,525			33,230			31,454
Other expense (income), net	(587		)	2,316			528
Income tax expense (benefit)	4,533			(21,377		)	(13,365		)
Loss (income) from discontinued operations, net of tax	630			598			(1,480		)
Net income (loss) attributable to non-controlling interest	3,222			2,050			2,923
Net income (loss) attributable to Masonite	$	(37,340	)	$	(11,010	)	$	(23,245	)

We derive revenues from two major product lines: interior and exterior products. We do not review or analyze our two major product lines below net sales. Sales for the product lines are summarized as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014		December 29, 2013		December 30, 2012
Net sales:
Interior products	$	1,293,006	$	1,260,046	$	1,232,990
Exterior products	544,694		471,097		443,015
	$	1,837,700	$	1,731,143	$	1,676,005

Net sales information with respect to geographic areas exceeding 10% of consolidated net sales is as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014		December 29, 2013		December 30, 2012
Net sales to external customers from facilities in:
United States	$	1,073,710	$	1,002,689	$	941,062
Canada	280,276		280,020		246,900
Other	483,714		448,434		488,043
Total	$	1,837,700	$	1,731,143	$	1,676,005

In the years ended December 28, 2014, December 29, 2013, and December 30, 2012, net sales to The Home Depot, Inc., were $308.6 million, $278.4 million and $265.9 million, respectively. No other individual customer's net sales exceeded 10% of consolidated net sales for any of the periods presented.

104

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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 periods indicated:

(In thousands)	December 28, 2014		December 29, 2013		December 30, 2012
United States	$	329,689	$	330,640	$	333,391
Canada	65,491		75,307		85,801
Ireland (1)	—		65,772		66,795
Other	181,054		158,560		162,373
Total	$	576,234	$	630,279	$	648,360

____________

(1) Amount was less than 10% of consolidated property, plant and equipment as of December 28, 2014, and is included as part of Other.

16. Fair Value of Financial Instruments

The carrying amounts of our cash and cash equivalents, restricted cash, accounts receivable, income taxes receivable, accounts payable, accrued expenses and income taxes payable approximate fair value because of the short-term maturity of those instruments. The estimated fair value of the Senior Notes as of December 28, 2014, and December 29, 2013, was $532.5 million and $412.1 million, respectively, compared to a carrying value of $511.9 million and $377.8 million, respectively. This estimate is based on market quotes and calculations based on current market rates available to us and is categorized as having Level 2 valuation inputs as established by the FASB’s Fair Value Framework. Market quotes used in these calculations are based on bid prices for our debt instruments and are obtained from and corroborated with multiple independent sources. The market quotes obtained from independent sources are within the range of management’s expectations.

Assets held for sale are stated at the lower of carrying amount or fair value less cost to sell and are revalued at each reporting date. This valuation is performed on a regular basis and is categorized as having Level 2 valuation inputs as established by the FASB’s Fair Value Framework. The related charges due to revaluation were not material during the years ended December 28, 2014, or December 29, 2013.

On December 29, 2013, we had assets held for sale of $3.4 million. During the year endedDecember 28, 2014, foreign exchange fluctuations increased the value of foreign assets held for sale by $0.1 million. Also during 2014, we divested our last remaining asset held for sale, which had a book value of $3.5 million. The sale of this location resulted in the recognition of a gain of $1.0 million representing the excess of the consideration received over the book value of the divested assets. This resulted in a balance of zero in assets held for sale as of December 28, 2014.

On December 30, 2012, we had assets held for sale of $7.2 million. During the year ended December 29, 2013, we divested four locations which had a book value of $3.8 million. The sale of these locations resulted in the recognition of a gain of $3.1 million representing the excess of the consideration received over the book value of the divested assets. This resulted in a balance of $3.4 million as of December 29, 2013.

On January 1, 2012, we had assets held for sale of $14.4 million. During the year ended December 30, 2012, foreign exchange fluctuations increased the value of foreign assets held for sale by $0.2 million. Also during 2012, we divested one location which had a book value of $1.7 million. Additionally, we reclassified two locations that were held for sale back into property, plant and equipment, as there had been minimal interest in the properties since their classification as held for sale due to market conditions, and management no longer believed that sale of these two locations was probable within the next twelve months. Assets transferred out of held for sale had a book value of $4.3 million and were classified as property, plant and equipment at their fair value of $2.7 million. The related impairment charges of $1.6 million were recorded within gain (loss) on sale of property, plant and equipment, a component of selling, general and administration expense in the consolidated statements of comprehensive income (loss). Furthermore, the assets remaining as held for sale were revalued to their respective fair values (net of selling costs), resulting in

105

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

impairment charges of $1.4 million, which are included within asset impairment in the statements of comprehensive income (loss). This resulted in a balance of $7.2 million in assets held for sale as of December 30, 2012.

17. Earnings Per Share

Basic earnings per share ("EPS") is calculated by dividing earnings attributable to Masonite by the weighted-average number of our common shares outstanding during the period. Diluted EPS is calculated by dividing earnings attributable to Masonite by the weighted-average number of common shares plus the incremental number of shares issuable from non-vested and vested RSUs, SARs and warrants outstanding during the period.

	Year Ended
(In thousands, except share and per share information)	December 28, 2014			December 29, 2013			December 30, 2012
Net income (loss) attributable to Masonite	$	(37,340	)	$	(11,010	)	$	(23,245	)
Income (loss) from discontinued operations, net of tax	(630		)	(598		)	1,480
Income (loss) from continuing operations attributable to Masonite	$	(36,710	)	$	(10,412	)	$	(24,725	)
Shares used in computing basic earnings per share	29,588,001			28,264,166			27,693,541
Effect of dilutive securities:
Incremental shares issuable under share compensation plans	—			—			—
Shares used in computing diluted earnings per share	29,588,001			28,264,166			27,693,541
Basic earnings (loss) per common share attributable to Masonite:
Continuing operations attributable to Masonite	$	(1.24	)	$	(0.37	)	$	(0.89	)
Discontinued operations attributable to Masonite, net of tax	(0.02		)	(0.02		)	0.05
Total Basic earnings per common share attributable to Masonite	$	(1.26	)	$	(0.39	)	$	(0.84	)
Diluted earnings (loss) per common share attributable to Masonite:
Continuing operations attributable to Masonite	$	(1.24	)	$	(0.37	)	$	(0.89	)
Discontinued operations attributable to Masonite, net of tax	(0.02		)	(0.02		)	0.05
Total Diluted earnings per common share attributable to Masonite	$	(1.26	)	$	(0.39	)	$	(0.84	)
Incremental shares issuable from anti-dilutive instruments excluded from diluted earnings per common share:
Warrants	2,500,001			5,833,335			5,833,335
Stock appreciation rights	584,812			842,886			1,045,524
Restricted stock units	388,898			477,260			765,345

The weighted average number of shares outstanding utilized for the diluted EPS calculation contemplates the exercise of all currently outstanding SARs and warrants and the conversion of all RSUs. The dilutive effect of such equity awards is calculated based on the weighted average share price for each fiscal period using the treasury stock method. For the years ended December 28, 2014, December 29, 2013, and December 30, 2012 no potential common shares relating to our equity awards were included in the computation of diluted loss per share, as their effect would have been anti-dilutive given our net loss position for those periods.

106

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

18. Other Comprehensive Income and Accumulated Other Comprehensive Income

A rollforward of the components of accumulated other comprehensive income (loss) is as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Accumulated foreign exchange gains (losses), beginning of period	$	(8,797	)	$	2,538		$	(5,489	)
Foreign exchange gain (loss)	(48,667		)	(12,096		)	8,187
Income tax benefit (expense) on foreign exchange gain (loss)	(987		)	—			74
Less: foreign exchange gain (loss) attributable to non-controlling interest	(978		)	(761		)	234
Accumulated foreign exchange gains (losses), end of period	(57,473		)	(8,797		)	2,538
Accumulated amortization of actuarial net losses, beginning of period	1,890			1,037			—
Amortization of actuarial net losses	—			1,413			1,689
Income tax benefit (expense) on amortization of actuarial net losses	—			(560		)	(652		)
Accumulated amortization of actuarial net losses, end of period	1,890			1,890			1,037
Accumulated pension and other post-retirement adjustments, beginning of period	(12,694		)	(22,559		)	(22,239		)
Pension and other post-retirement adjustments	(12,045		)	15,571			663
Income tax benefit (expense) on pension and other post-retirement adjustments	4,063			(5,706		)	(983		)
Accumulated pension and other post-retirement adjustments	(20,676		)	(12,694		)	(22,559		)
Accumulated other comprehensive income (loss)	$	(76,259	)	$	(19,601	)	$	(18,984	)
Other comprehensive income (loss), net of tax:	$	(57,636	)	$	(1,378	)	$	8,978
Less: other comprehensive income (loss) attributable to non-controlling interest	(978		)	(761		)	234
Other comprehensive income (loss) attributable to Masonite	$	(56,658	)	$	(617	)	$	8,744

Actuarial net losses are reclassified out of accumulated other comprehensive income (loss) into cost of goods sold in the consolidated statements of comprehensive income (loss).

107

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

19. Variable Interest Entity

As of December 28, 2014, and December 29, 2013, we held an interest in one variable interest entity ("VIE"), Magna Foremost Sdn Bhd, which is located in Kuala Lumpur, Malaysia. The VIE is integrated into our supply chain and manufactures door facings. We are the primary beneficiary of the VIE via the terms of the existing supply agreement with the VIE. As primary beneficiary via the supply agreement, we receive a disproportionate amount of earnings on sales to third parties in relation to our voting interest, and as a result, receive a majority of the VIE’s residual returns. Sales to third parties did not have a material impact on our consolidated financial statements. We also have the power to direct activities of the VIE that most significantly impact the entity’s economic performance. As its primary beneficiary, we have consolidated the results of the VIE. Our net cumulative investment in the VIE was comprised of the following as of the dates indicated:

(In thousands)	December 28, 2014			December 29, 2013
Current assets	$	8,346		$	9,524
Property, plant and equipment, net	17,788			19,543
Long-term deferred income taxes	12,321			14,998
Other assets, net	2,234			2,363
Current liabilities	(2,496		)	(2,916		)
Other long-term liabilities	(4,479		)	(5,746		)
Non-controlling interest	(7,785		)	(7,093		)
Net assets of the VIE consolidated by Masonite	$	25,929		$	30,673

Current assets include $3.1 million and $4.3 million of cash and cash equivalents as of December 28, 2014, and December 29, 2013, respectively. Assets recognized as a result of consolidating this VIE do not represent additional assets that could be used to satisfy claims against our general assets. Conversely, liabilities recognized as a result of consolidating these entities do not represent additional claims on our general assets; rather, they represent claims against the specific assets of the consolidated VIE.

108

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Supplemental Unaudited Quarterly Financial Information

The following table sets forth the historical unaudited quarterly financial data for the periods indicated. The information for each of these periods has been prepared on the same basis as the audited consolidated financial statements and, in our opinion, reflects all adjustments necessary to present fairly our financial results. Operating results for previous periods do not necessarily indicate results that may be achieved in any future period.

	Quarter Ended
(In thousands, except per share information)	December 28, 2014			September 28, 2014			June 29, 2014			March 30, 2014
Net sales	$	448,940		$	476,124		$	490,176		$	422,460
Cost of goods sold	381,364			409,894			411,569			369,474
Gross profit	67,576			66,230			78,607			52,986
Selling, general and administration expenses	53,928			53,855			58,519			57,775
Restructuring costs	(57		)	9,913			560			721
Asset impairment	18,202			—			—			—
Operating income (loss)	(4,497		)	2,462			19,528			(5,510		)
Interest expense (income), net	10,491			10,447			10,594			9,993
Other expense (income), net	(1,670		)	(404		)	1,306			181
Income (loss) from continuing operations before income tax expense (benefit)	(13,318		)	(7,581		)	7,628			(15,684		)
Income tax expense (benefit)	1,131			2,004			1,379			19
Income (loss) from continuing operations	(14,449		)	(9,585		)	6,249			(15,703		)
Income (loss) from discontinued operations, net of tax	(194		)	(124		)	(170		)	(142		)
Net income (loss)	(14,643		)	(9,709		)	6,079			(15,845		)
Less: Net income (loss) attributable to non-controlling interest	1,724			258			499			741
Net income (loss) attributable to Masonite	$	(16,367	)	$	(9,967	)	$	5,580		$	(16,586	)
Earnings (loss) per common share attributable to Masonite:
Basic	$	(0.55	)	$	(0.34	)	$	0.19		$	(0.56	)
Diluted	$	(0.55	)	$	(0.34	)	$	0.18		$	(0.56	)
	Quarter Ended
	December 29, 2013			September 29, 2013			June 30, 2013			March 31, 2013
Net sales	$	420,475		$	433,051		$	453,093		$	424,524
Cost of goods sold	369,007			374,082			388,424			374,123
Gross profit	51,468			58,969			64,669			50,401
Selling, general and administration expenses	54,692			51,386			54,128			46,960
Restructuring costs	6,163			1,265			1,762			1,440
Asset impairment	—			—			1,904			—
Operating income (loss)	(9,387		)	6,318			6,875			2,001
Interest expense (income), net	8,442			8,330			8,208			8,250
Other expense (income), net	3,092			(255		)	(363		)	(158		)
Income (loss) from continuing operations before income tax expense (benefit)	(20,921		)	(1,757		)	(970		)	(6,091		)
Income tax expense (benefit)	(13,661		)	(6,272		)	(408		)	(1,036		)
Income (loss) from continuing operations	(7,260		)	4,515			(562		)	(5,055		)
Income (loss) from discontinued operations, net of tax	(402		)	(62		)	(44		)	(90		)
Net income (loss)	(7,662		)	4,453			(606		)	(5,145		)
Less: Net income (loss) attributable to non-controlling interest	(73		)	838			605			680
Net income (loss) attributable to Masonite	$	(7,589	)	$	3,615		$	(1,211	)	$	(5,825	)
Earnings (loss) per common share attributable to Masonite:
Basic	$	(0.25	)	$	0.13		$	(0.04	)	$	(0.21	)
Diluted	$	(0.25	)	$	0.12		$	(0.04	)	$	(0.21	)

109

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e) and Rule 15d-15(e) that are designed to ensure that information required to be disclosed under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures. In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Our principal executive officer and principal financial officer have concluded, based on the evaluation of the effectiveness of the disclosure controls and procedures by our management as of the end of the period covered by this Annual Report, that our disclosure controls and procedures were effective to accomplish their objectives at a reasonable assurance level.

Management's Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Rule 13a-15(f) of the Exchange Act. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements prepared for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we carried out an evaluation of the effectiveness of our internal control over financial reporting as of December 28, 2014, based on the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based upon our evaluation, management concluded that our internal control over financial reporting was effective as of December 28, 2014.

The effectiveness of our internal control over financial reporting as of December 28, 2014, has been audited by Deloitte & Touche LLP, an independent registered certified public accounting firm, as stated in their report which is included herein, and which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 28, 2014. See "Report of Independent Registered Public Accounting Firm" elsewhere in this Annual Report on Form 10-K.

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MASONITE INTERNATIONAL CORPORATION

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the most recently completed quarter covered by this Annual Report that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

Annual Meeting and Record Date. The Board of Directors has set the date of the 2015 Annual and General Meeting of Shareholders and the related record date. The Annual General Meeting will be held in Tampa, Florida, on May 13, 2015, and the shareholders entitled to receive notice of and vote at the meeting will be the shareholders of record at the close of business on March 18, 2015.

111

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Some of the information required in response to this item with regard to directors is incorporated by reference into this Annual Report on Form 10-K from our definitive Proxy Statement for our 2015 Annual General Meeting of Shareholders (the "2015 Proxy Statement"). Such information will be included under the captions "Election of Directors," "Corporate Governance; Board and Committee Matters - Certain Legal Proceedings", "Section 16(a) Beneficial Ownership Reporting Compliance," "Corporate Governance; Board and Committee Matters - Corporate Governance Guidelines and Code of Ethics”, “Corporate Governance; Board and Committee Matters - Board Structure and Director Independence” and “Corporate Governance; Board and Committee Matters - Board Committees; Membership - Audit Committee”.

The following table sets forth information as of December 28, 2014, regarding each of our executive officers:

Name	Age	Positions
Frederick J. Lynch	50	President and Chief Executive Officer, Director
Mark J. Erceg	45	Executive Vice President and Chief Financial Officer
Lawrence P. Repar	53	Executive Vice President, Global Sales and Marketing, and Chief Operating Officer
Glenwood E. Coulter, Jr.	58	Executive Vice President, Global Operations and Europe
Robert E. Lewis	54	Senior Vice President, General Counsel and Secretary
Gail N. Auerbach	59	Senior Vice President, Human Resources

Biographies

The present principal occupations and recent employment history of each of the executive officers and directors listed above are as follows:

Frederick J. Lynch, (age 50) has served as President of Masonite since July 2006 and as President and Chief Executive Officer of Masonite since May 2007. Mr. Lynch has served as a Director of Masonite since June 2009. Mr. Lynch joined Masonite from Alpharma Inc., where he served as President of the human generics division and Senior Vice President of global supply chain from 2003 until 2006. Prior to joining Alpharma Inc. in 2003, Mr. Lynch spent nearly 18 years at Honeywell International Inc. (formerly AlliedSignal Inc.), most recently as vice president and general manager of the specialty chemical business.

Mark J. Erceg, (age 45) is Executive Vice President and Chief Financial Officer of Masonite. Prior to joining Masonite in June 2010, Mr. Erceg spent 18 years in a variety of progressive positions at The Procter & Gamble Company, where he most recently held one of the top finance positions as vice president and general manager of global investor relations from 2008 until 2010. Prior to that assignment, Mr. Erceg was based in Geneva, Switzerland, serving as the finance director for the Western Europe Fabric Care Division.

Lawrence P. Repar, (age 53) joined Masonite (then known as Premdor) in 1995 and has served in a variety of executive roles, most recently as Executive Vice President of Global Sales and Marketing and Chief Operating Officer. Mr. Repar has more than 20 years of experience in the door business. Prior to joining Masonite, Mr. Repar worked for Sanwa McCarthy Securities Limited from 1992 to 1995, most recently as director of institutional sales and trading focusing on companies in the building products sector. Previously he owned his own window and door company in Toronto, Canada. He is a member of the board of trustees for Friends of the Hospital for Sick Children in Toronto.

Glenwood E. Coulter, Jr, (age 58) joined Masonite in 2006 and has served has served in a number of executive operations roles, most recently as Executive Vice President of Global Operations and Europe. Mr. Coulter joined Masonite from W.R. Grace & Co., a global supplier of catalysts and engineered materials, where he served as vice president of global operations for the Grace Davison Division from 2005 to 2006. Prior to joining W.R. Grace & Co., Mr. Coulter spent 24 years in operations and supply chain leadership for several major corporations, including AlliedSignal

112

MASONITE INTERNATIONAL CORPORATION

(now Honeywell), Rhone-Poulenc, The Dow Chemical Company and Rockwell International. Mr. Coulter has announced his plan to retire from Masonite in May of 2015.

Robert E. Lewis, (age 54) has served as the Senior Vice President, General Counsel and Secretary of Masonite since April 2012. Mr. Lewis joined Masonite from Gerdau Ameristeel Corporation, a mini-mill steel producer, where he served as Vice President, General Counsel and Corporate Secretary from January 2005 to May 2012. Prior to joining Gerdau, Mr. Lewis served as Senior Vice President, General Counsel and Secretary of Eckerd Corporation, a national retail drugstore chain from 1994 to January 2005. Prior to joining Eckerd, Mr. Lewis was an attorney and shareholder with the Tampa law firm of Shackleford, Farrior, Stallings & Evans, P.A.

Gail N. Auerbach, (age 59) has served as Senior Vice President of Human Resources for Masonite since September 2007 and is responsible for Masonite’s global human resources and employee communications. She launched her 30-year career in human resources with GE, spending 10 years in progressive human resources roles in several GE business divisions. She joined the Ray Ban division of Bausch & Lomb and was promoted to vice president of human resources for the Oral Care Division in 1992. For the next 10 years she managed the human resources function for international based businesses including the Dutch based Randstad HR Solutions from 2002 to 2006.

Item 11. Executive Compensation

Information required in response to this item is incorporated by reference into this Annual Report on Form 10‑K from the 2015 Proxy Statement. Such information will be included in the 2015 Proxy Statement under the captions "Director Compensation", "Compensation Committee Report", "Executive Compensation" and "Corporate Governance; Board and Committee Matters - Compensation Interlocks and Insider Participation".

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information required in response to this item is incorporated by reference into this Annual Report on Form 10‑K from the 2015 Proxy Statement. Such information will be included in the 2015 Proxy Statement under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans".

Item 13. Certain Relationships and Related Transactions, and Director Independence

Information required in response to this item is incorporated by reference into this Annual Report on Form 10‑K from the 2015 Proxy Statement. Such information will be included under the captions "Corporate Governance; Board and Committee Matters - Board Structure and Director Independence", "Corporate Governance; Board and Committee Matters - Board Committees; Membership" and "Certain Relationships and Related Party Transactions".

Item 14. Principal Accountant Fees and Services

Information required in response to this item is incorporated by reference into this Annual Report on Form 10‑K from the 2015 Proxy Statement. Such information will be included under the caption “Appointment of Independent Registered Public Accounting Firm".

113

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)	The following documents are filed as part of this Form 10-K:
	1.	Consolidated Financial Statements:
		Report of Independent Registered Public Accounting Firm	65
		Consolidated Statements of Comprehensive Income (Loss)	66
		Consolidated Balance Sheets	67
		Consolidated Statements of Changes in Equity	68
		Consolidated Statements of Cash Flows	69
		Notes to the Consolidated Financial Statements	70
	2.	Financial Statement Schedules
		All schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule or the required information is otherwise included.
	3.	See “Index to Exhibits” on pages 116 through 119, which is incorporated by reference herein.
(b)	The exhibits listed on the “Index to Exhibits” on pages 116 through 119 are filed with this Form 10‑K or incorporated by reference as set forth below.
(c)	Additional Financial Statement Schedules
	None.

114

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		MASONITE INTERNATIONAL CORPORATION
		(Registrant)
Date:	February 26, 2015	By	/s/ Mark J. Erceg
		Mark J. Erceg
		Executive Vice President and Chief Financial Officer
		(Duly authorized officer and principal financial officer of the Registrant)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ Frederick J. Lynch	President, Chief Executive Officer and Director	February 26, 2015
Frederick J. Lynch	(Principal Executive Officer)
/s/ Mark J. Erceg	Executive Vice President and Chief Financial Officer	February 26, 2015
Mark J. Erceg	(Principal Financial Officer and Principal Accounting Officer)
/s/ Robert J. Byrne	Director	February 26, 2015
Robert J. Byrne
/s/ Jody L. Bilney	Director	February 26, 2015
Jody L. Bilney
/s/ Peter R. Dachowski	Director	February 26, 2015
Peter R. Dachowski
/s/ Jonathan F. Foster	Director	February 26, 2015
Jonathan F. Foster
/s/ George A. Lorch	Director	February 26, 2015
George A. Lorch
/s/ Rick J. Mills	Director	February 26, 2015
Rick J. Mills
/s/ Francis M. Scricco	Director	February 26, 2015
Francis M. Scricco
/s/ John C. Wills	Director	February 26, 2015
John C. Wills

115

INDEX TO EXHIBITS

The following is a list of all exhibits filed or furnished as part of this report:

Exhibit No.	Description
3.1 *	Amended and Restated Articles of Masonite International Corporation
4.1(a)	Credit Agreement, dated as of May 17, 2011, among Masonite Inc., as Holdings, Masonite International Corporation, as Canadian Borrower and Parent Borrower, Masonite Corporation, as Lead U.S. Borrower, each other borrower from time to time party thereto, each lender from time to time party thereto, Wells Fargo Bank, National Association, as Administrative Agent and L/C Issuer, Bank of America, N.A., as Syndication Agent, Royal Bank of Canada and Deutsche Bank Securities Inc., as Co-Documentation Agents and Wells Fargo Capital Finance, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Royal Bank of Canada and Deutsche Bank Securities Inc., as Joint Lead Arrangers and Joint Lead Bookrunners (incorporated by reference to Exhibit 4.1(a) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
4.1(b)	U.S. Security Agreement, dated as of May 17, 2011, among Masonite Corporation, as Lead U.S. Borrower, the other U.S. Borrowers from time to time party thereto and Wells Fargo Bank, National Association, as Collateral Agent (incorporated by reference to Exhibit 4.1(b) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
4.1(c)	U.S. Guaranty, dated as of May 17, 2011, among Masonite Corporation, as Lead U.S. Borrower, the other U.S. Borrowers from time to time party thereto and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 4.1(c) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
4.1(d)	Canadian Security Agreement, dated as of May 17, 2011, among Masonite International Corporation, as Canadian Borrower, Masonite Inc., as Holdings, the Canadian Subsidiary Guarantors from time to time party thereto and Wells Fargo Bank, National Association, as Collateral Agent (incorporated by reference to Exhibit 4.1(d) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
4.1(e)	Canadian Guarantee, dated as of May 17, 2011, among Masonite International Corporation, as Parent Borrower, Masonite Inc., as Holdings, the Canadian Subsidiary Guarantors from time to time party thereto and Wells Fargo Capital Finance, LLC, as Administrative Agent (incorporated by reference to Exhibit 4.1(e) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
4.1(f)	Amendment No. 1 to Credit Agreement, dated as of December 21, 2012, by and among Wells Fargo Bank, National Association, as Administrative Agent and L/C Issuer, the parties to the Credit Agreement as lenders, Masonite International Corporation, as Canadian Borrower and Parent Borrower, Masonite Corporation, as Lead U.S. Borrower, Masonite Primeboard, Inc., as Borrower, Florida Made Door Co., as Borrower and Les Portes Baillargeon Inc., as Canadian Guarantor (incorporated by reference to Exhibit 4.1(f) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
4.1(g)	Amendment No. 1 to U.S. Security Agreement, dated as of December 21, 2012, by and among Wells Fargo Bank, National Association, as Collateral Agent, Masonite Primeboard, Inc., as U.S. Borrower, Florida Made Door Co., as U.S. Borrower and Masonite Corporation, as Lead U.S. Borrower (incorporated by reference to Exhibit 4.1(g) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
4.1(h)	Amendment No. 1 to U.S. Guaranty, dated as of December 21, 2012, by and among Wells Fargo Bank, National Association, as Administrative Agent, Masonite Primeboard, Inc., as U.S. Borrower, Florida Made Door Co., as U.S. Borrower and Masonite Corporation, as Lead U.S. Borrower (incorporated by reference to Exhibit 4.1(h) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
4.1(i)	Amendment No. 1 to Canadian Security Agreement, dated as of December 21, 2012, by and among Wells Fargo Bank, National Association, as Collateral Agent, Masonite International Corporation, as Canadian Borrower and Les Portes Baillargeon Inc., as Canadian Guarantor (incorporated by reference to Exhibit 4.1(i) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)

116

Exhibit No.	Description
4.1(j)	Amendment No. 1 to U.S. Guaranty, dated as of May 17, 2011, by and among Wells Fargo Bank, National Association, as Administrative Agent, Masonite Corporation, as Lead U.S. Borrower and other U.S. Borrowers from time to time party hereto (incorporated by reference to Exhibit 4.1(j) to the Company's Annual Report on Form 10-K (File No. 001-11796) filed with the Securities and Exchange Commission on February 27, 2014)
4.2	Amended and Restated Indenture, dated as of January 21, 2014, among Masonite International Corporation, a British Columbia corporation, certain of its direct and indirect subsidiaries, as guarantors, and Wells Fargo Bank, National Association, a national banking association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 001-11796) filed with the Securities and Exchange Commission on January 22, 2014)
4.3(c)	First Supplemental Indenture, dated December 1, 2013, between Masonite International Corporation, CIBC Mellon Trust Company of Canada and CST Trust Company of Canada, as Warrant Agent (incorporated by reference to Exhibit 4.1(j) to the Company's Annual Report on Form 10-K (File No. 001-11796) filed with the Securities and Exchange Commission on February 27, 2014)
4.3(d)	Second Supplemental Indenture, dated February 6, 2014, between Masonite International Corporation, CST Trust Company of Canada (or the "Warrant Agent") and American Stock Transfer & Trust Company, LLC of New York (incorporated by reference to Exhibit 4.1(j) to the Company's Annual Report on Form 10-K (File No. 001-11796) filed with the Securities and Exchange Commission on February 27, 2014)
4.3(e)	Transfer Agency and Registrar Services, dated July 1, 2013, between Masonite International Corporation and American Stock Transfer & Trust Company, LLC of New York (incorporated by reference to Exhibit 4.1(j) to the Company's Annual Report on Form 10-K (File No. 001-11796) filed with the Securities and Exchange Commission on February 27, 2014)
4.4	Form of Second Amended and Restated Shareholders Agreement (Incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K (File No. 001-11796) filed with the Securities and Exchange Commission on May 15, 2014)
10.1 ^	Masonite International Corporation 2014 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 001-11796) filed with the Securities and Exchange Commission on May 15, 2014)
10.2 ^	Masonite International Corporation Deferred Compensation Plan, effective as of August 13, 2012 (incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
10.3(a) ^	Masonite International Corporation 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.3(a) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
10.3(b) ^	Form of Restricted Stock Unit Agreement pursuant to the Masonite International Corporation 2012 Equity Incentive Plan for United States Directors (incorporated by reference to Exhibit 10.3(b) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
10.3(c) ^	Form of Restricted Stock Unit Agreement pursuant to the Masonite International Corporation 2012 Equity Incentive Plan for United States Employees (incorporated by reference to Exhibit 10.3(c) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
10.3(d) ^	Form of Stock Appreciation Rights Agreement pursuant to the Masonite International Corporation 2012 Equity Incentive Plan for United States Employees (incorporated by reference to Exhibit 10.3(d) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
10.3(e) ^	Form of Amendment to Restricted Stock Unit Agreement pursuant to the Masonite International Corporation 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.3(e) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
10.3(g) ^	First Amendment to Masonite International Corporation 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.3(g) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
10.3(h) ^	Form of Restricted Stock Unit Agreement pursuant to the Masonite International Corporation 2012 Equity Incentive Plan for United States Directors (incorporated by reference to Exhibit 10.3(h) to the Company's Quarterly Report on Form 10-Q (File No. 001-11796) filed with the Securities and Exchange Commission on November 6, 2013)

117

Exhibit No.	Description
10.3(i) ^	Form of Restricted Stock Unit Agreement pursuant to the Masonite International Corporation 2012 Equity Incentive Plan for United States employees (incorporated by reference to Exhibit 10.3(b) to the Company's Quarterly Report on Form 10-Q (File No. 001-11796) filed with the Securities and Exchange Commission on May 8, 2014)
10.3(j) ^	Form of Performance Restricted Stock Unit Agreement pursuant to the Masonite International Corporation 2012 Equity Incentive Plan (incorporated by reference to the Company's Quarterly Report on Form 10-Q (File No. 001-11796) filed with the Securities and Exchange Commission on May 8, 2014)
10.3(k) * ^	Form of Restricted Stock Unit Agreement Pursuant to the Masonite International Corporation 2012 Equity Incentive Plan for United States Employees
10.3(l) * ^	Form of Performance Restricted Stock Unit Agreement Pursuant to the Masonite International Corporation 2012 Equity Incentive Plan, United States
10.4(a) ^	Masonite Worldwide Holdings Inc. 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.4(a) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
10.4(b) ^	Form of Restricted Stock Unit Agreement Pursuant to the Masonite Worldwide Holdings Inc. 2009 Equity Incentive Plan for Directors (incorporated by reference to Exhibit 10.4(b) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
10.4(c) ^	Form of Restricted Stock Unit Agreement Pursuant to the Masonite Worldwide Holdings Inc. 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.4(c) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
10.4(d) ^	Form of Stock Appreciation Rights Agreement Pursuant to the Masonite Worldwide Holdings Inc. 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.4(d) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
10.4(e) ^	Form of Restricted Stock Unit Agreement Pursuant to the Masonite Worldwide Holdings Inc. 2009 Equity Incentive Plan for United States Executives (incorporated by reference to Exhibit 10.4(e) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
10.4(f) ^	Form of Stock Appreciation Rights Agreement Pursuant to the Masonite Worldwide Holdings Inc. 2009 Equity Incentive Plan for United States Executives (incorporated by reference to Exhibit 10.4(f) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
10.4(g) ^	Form of Restricted Stock Unit Agreement Pursuant to the Masonite Worldwide Holdings Inc. 2009 Equity Incentive Plan (2011 Grant) (incorporated by reference to Exhibit 10.4(g) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
10.4(h) ^	Form of Stock Appreciation Rights Agreement Pursuant to the Masonite Worldwide Holdings Inc. 2009 Equity Incentive Plan (2011 Grant) (incorporated by reference to Exhibit 10.4(h) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
10.4(i) ^	Form of Performance Restricted Stock Unit Agreement Pursuant to the Masonite Worldwide Holdings Inc. 2009 Equity Incentive Plan (2011 Grant) (incorporated by reference to Exhibit 10.4(i) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
10.4(j) ^	Form of Restricted Stock Unit Agreement Pursuant to the Masonite Worldwide Holdings Inc. 2009 Equity Incentive Plan for United States Executives (Exchange Agreement) (incorporated by reference to Exhibit 10.4(j) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
10.4(k) ^	Form of Stock Appreciation Rights Agreement Pursuant to the Masonite Worldwide Holdings Inc. 2009 Equity Incentive Plan for United States Executives (Exchange Agreement) (incorporated by reference to Exhibit 10.4(k) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)

118

Exhibit No.		Description
10.4(l) ^		Form of Amendment to Restricted Stock Unit Agreement Pursuant to the Masonite Worldwide Holdings Inc. 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.4(l) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
10.5(a) ^		Amended and Restated Employment Agreement, dated as of December 31, 2012, by and between Masonite International Corporation and Frederick J. Lynch (incorporated by reference to Exhibit 10.5(a) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
10.5(b) ^		Employment Agreement, dated as of December 31, 2012, by and between Masonite International Corporation and Mark J. Erceg (incorporated by reference to Exhibit 10.5(b) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
10.5(c) ^		Amended and Restated Employment Agreement, dated as of November 1, 2012, by and between Masonite International Corporation and Lawrence Repar (incorporated by reference to Exhibit 10.5(c) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
10.5(d) ^		Amended and Restated Employment Agreement, dated as of November 1, 2012, by and between Masonite International Corporation and Glenwood E. Coulter, Jr. (incorporated by reference to Exhibit 10.5(d) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
10.5(e) ^		Employment Agreement, dated as of November 1, 2012, by and between Masonite International Corporation and Robert E. Lewis (incorporated by reference to Exhibit 10.5(e) to the Company's Annual Report on Form 10-K (File No. 001-11796) filed with the Securities and Exchange Commission on February 27, 2014)
10.5(f) ^		Amended and Restated Employment Agreement, dated as of November 1, 2012, by and between Masonite International Corporation and Gail N. Auerbach (incorporated by reference to Exhibit 10.5(e) to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
10.5(f) ^		Form of Amendment, dated October 28, 2013, to Employment Agreements between Masonite International Corporation and each of Frederick J. Lynch, Mark J. Erceg, Lawrence P. Repar, Glenwood E. Coulter, Jr., Robert E. Lewis and Gail N. Auerbach (incorporated by reference to Exhibit 10.5(f) to the Company's Current Report on Form 8-K (File No. 001-11796) filed with the Securities and Exchange Commission on October 30, 2013)
10.6 ^		Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form 10 (File No. 001-11796) filed with the Securities and Exchange Commission on August 19, 2013)
21.1*		Subsidiaries of the Registrant
23.1*		Consent of Deloitte & Touche LLP, an Independent Registered Public Accounting Firm
31.1*		Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
*	Filed herewith.
^	Denotes management contract or compensatory plan.

119

EX-3.1

Exhibit 3.1

ARTICLES

......................................................

MASONITE INTERNATIONAL CORPORATION / CORPORATION INTERNATIONALE MASONITE(the “Company”)

PART 1 - INTERPRETATION

Definitions

1.1 Without limiting Article 1.2, in these Articles, unless the context requires otherwise:

“adjourned meeting” means the meeting to which a meeting is adjourned under Article 8.6 or 8.10;

“board” and “directors” mean the directors or sole director of the Company for the time being;

“Business Corporations Act” means the Business Corporations Act, S.B.C. 2002, c.57, and includes its regulations;

“Change of Control Transaction” means the occurrence of any one of the following events: (i)  any Person (as such term is used in Section 13(d) of the Exchange Act or group of Persons, other than any of the shareholders of the Company as of the date hereof or any of their Affiliates (as defined in the Business Corporations Act), is or becomes the beneficial owner, as defined in Rules 13d-3 and 13d-5 under the Exchange Act (except that for purposes of this paragraph (i) such person shall be deemed to have beneficial ownership of all shares that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time) directly or indirectly, of 50% or more of the combined equity interests or voting power of the Company or any successor to the Company by merger, amalgamation, consolidation, reorganization or otherwise; or (ii) the consummation of a tender offer, merger, amalgamation, consolidation or reorganization, or series of such related transactions, involving the Company, unless the shareholders of the Company immediately prior to the transaction or transactions or any of their Affiliates will beneficially own at least 50% of the combined equity interests and voting power of the Company immediately after such transaction or transactions (or, if the Company will not be the surviving entity in such merger, amalgamation, consolidation or reorganization, such surviving entity); or (iii) the sale of all or substantially all of the Company’s assets, determined on a consolidated basis, to any Person or group of Persons, other than to any of the shareholders of the Company as of the date hereof or any of their Affiliates, and other than any Affiliate of the Company;

“Common Shares” means the Common Shares in the capital of the Company;

“Common Shareholders” means the registered and beneficial holders of Common Shares, and “Common Shareholder” means any one of them;

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“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended;

“group” means, with respect to a group of persons or Persons, a “group” within the meaning of Section 13(d)(3) of the Exchange Act;

“Interpretation Act” means the Interpretation Act, R.S.B.C. 1996, c. 238;

“Person” or “person” means any individual, partnership, corporation with or without share capital, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof; and

“trustee”, in relation to a shareholder, means the personal or other legal representative of the shareholder, and includes a trustee in bankruptcy of the shareholder.

Business Corporations Act definitions apply

1.2 The definitions in the Business Corporations Act apply to these Articles.

Interpretation Act applies

1.3 The Interpretation Act applies to the interpretation of these Articles as if these Articles were an enactment.

Conflict in definitions

1.4 If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles.

Conflict between Articles and legislation

1.5 If there is a conflict between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

Effective Date

1.6 References in these Articles to the “date hereof” refer to the effective date of the original Articles of the Company, being June 9, 2009.

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PART 2 - SHARES AND SHARE CERTIFICATES

Shares to be uncertificated

2.1 All shares issued by the Company will be uncertificated unless otherwise determined by the directors in accordance with the Business Corporations Act. Whether a share is uncertificated or certificated, each share issued will be subject to the applicable restrictions and legends, if any, contained in these Articles. To the extent the directors have determined that some or all shares will be certificated, the directors may, from time to time, establish policies and procedures regarding those certificates, including policies and procedures relating to the form, delivery, replacement and fees payable in respect of share certificates, subject to the requirements of the Business Corporations Act.

Securities Laws Legend

2.2 Each certificate representing shares, if any, and/or any notification of restrictions identified in the electronic position representing beneficial ownership of shares,shall have such legends as the Company may determine, in its sole discretion, so as to comply with all U.S. and Canadian applicable laws.

Stop Transfer Instruction

2.3 The Company may instruct any transfer agent not to register the transfer of any shares until the conditions specified in any applicable legends are satisfied.

Transfer Agents and Registrars

2.4 The directors may from time to time appoint a registrar to maintain the securities register and a transfer agent to maintain the register of transfers and may also appoint one or more branch registrars to maintain branch securities registers and one or more branch transfer agents to maintain branch registers of transfers, but one person may be appointed both registrar and transfer agent. The directors may at any time

PART 3 - ISSUE OF SHARES

Directors authorized to issue shares

3.1 The directors may, subject to these Articles and subject to the rights of the holders of the issued shares of the Company, issue, allot, sell, grant options on or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices that the directors, in their absolute discretion, may determine.

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Company need not recognize unregistered interests

3.2 Except as required by law or these Articles, the Company need not recognize or provide for any person’s interests in or rights to a share unless that person is the shareholder of the share.

PART 4 - SHARE TRANSFERS

Recording or registering transfer

4.1 Subject to Part 2 and the special rights or restrictions attached to the applicable class or series of shares, if any, a transfer of a share of the Company must not be recorded or registered,

(a) unless a duly signed instrument of transfer in respect of the share has been received by the Company, and to the extent a physical share certificate was issued the certificate representing the share to be transferred has been surrendered and cancelled, and

(b) the transferee of the shares has complied with the provisions contained in Part 2 and any special rights or restrictions applicable to the shares.

Form of instrument of transfer

4.2 The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates or in any other form that may be approved by the directors from time to time.

Signing of instrument of transfer

4.3 If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer, or, if no number is specified, all the shares represented by share certificates, to the extent a physical share certificate was issued, deposited with the instrument of transfer,

(a) in the name of the person named as transferee in that instrument of transfer, or

(b) if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the share certificate, to the extent a physical share certificate was issued, is deposited for the purpose of having the transfer registered.

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PART 5 - PURCHASE OF SHARES

Company authorized to purchase shares

5.3 Subject to the special rights or restrictions attached to any class or series of shares, the Company may, if it is authorized to do so by the directors, purchase or otherwise acquire any of its shares.

PART 6 - BORROWING POWERS

Powers of directors

6.1 The directors may from time to time on behalf of the Company,

(a) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate,

(b) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person,

(c) guarantee the repayment of money by any other person or the performance of any obligation of any other person, and

(d) mortgage or charge, whether by way of specific or floating charge, or give other security on the whole or any part of the present and future undertaking of the Company.

PART 7 - GENERAL MEETINGS

Annual general meetings

7.1 Unless an annual general meeting is deferred or waived in accordance with Section 182(2)(a) or (c) of the Business Corporations Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual general meeting.

When annual general meeting is deemed to have been held

7.2 If all of the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under Section 182(2)(b) of the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date selected, under Section 182(3) of the Business Corporations Act, in the unanimous resolution.

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Calling of shareholder meetings

7.3 The directors may, whenever they think fit, call a meeting of shareholders.

Location of shareholder meetings

7.4 Meetings of the shareholders of the Company for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held at any place within or outside Canada as shall be fixed by the directors and designated in the notice of meeting or waiver of notice thereof.

Notice of shareholder meetings

7.5 Pursuant to Section 3(1)(b) of the Business Corporations Regulation, notice of a meeting of the shareholders of the Company must be sent to each shareholder of record entitled to vote at a meeting of the shareholders of the Company, not less than 21 days prior to the date of the meeting or such other minimum day period as required by applicable securities laws. This notice period applies to all general and extraordinary meetings, including a meeting in which a special resolution, exceptional or special separate resolution may be passed.

Meetings Without Notice

7.6 A meeting of shareholders may be held without notice at any time and place permitted by the Business Corporations Act:

(a) if all the shareholders entitled to vote at that meeting are present in person or represented by proxy or if those not present or represented by proxy waive notice of or otherwise consent to such meeting being held, and

(b) if the auditor and the directors are present or waive notice of or otherwise consent to such meeting being held.

At such meeting, any business may be transacted which the Company at a meeting of shareholders may transact.

Special business

7.7 If a general meeting is to consider special business within the meaning of Article 8.1, the notice of meeting must:

(a) state the general nature of the special business, and

(b) if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, (i) have attached to it a copy of the document, or (ii) state that a copy of the document will be transmitted to any shareholder upon written or oral request to the Company by such shareholder or be made available in

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such other manner as permitted or required by the Business Corporations Act.

Requisition of Meeting by Shareholders

7.8 Pursuant to Section 167 of the Business Corporations Act, holders holding in the aggregate at least 1/20^th (or 5%) of the issued shares of the Company that carry the right to vote at general meetings may requisition a general meeting for the purposes set out under Section 167.

PART 8 - PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

Special business

8.1 At a meeting of shareholders, the following business is special business:

(a) at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting, and

(b) at an annual general meeting, all business is special business except for the following:

(i) business relating to the conduct of, or voting at, the meeting,

(ii) consideration of any financial statements of the Company presented to the meeting,

(iii) consideration of any reports of the directors or auditor,

(iv) the election of directors,

(v) the appointment of an auditor,

(vi) the setting of the remuneration of an auditor, and

(vii) business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution.

Quorum

8.2 Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is 3 persons who are, or who represent by proxy, unrelated shareholders who, in the aggregate, hold at least 15% of the issued shares entitled to be voted at the meeting.

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One shareholder may constitute quorum

8.3 If there is only one shareholder entitled to vote at a meeting of shareholders,

(a) the quorum is one person who is, or who represents by proxy, that shareholder, and

(b) that shareholder, present in person or by proxy, may constitute the meeting.

Persons Entitled to be Present

8.4 The only persons entitled to be present at a meeting of the shareholders shall be those entitled to vote at that meeting, the directors and auditor of the Company and others who, although not entitled to vote, are entitled or required under any provision of the Business Corporations Act or these Articles to be present at the meeting. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.

Requirement of quorum

8.5 No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting.

Lack of quorum

8.6 If, within 1/2 hour from the time set for the holding of a meeting of shareholders, a quorum is not present,

(a) in the case of a general meeting convened by requisition of shareholders, the meeting is dissolved, and

(b) in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place provided that notice of a meeting adjourned pursuant to this Article 8.6 shall be given to the shareholders.

Lack of quorum at succeeding meeting

8.7 If, at the meeting to which the first meeting referred to in Article 8.6 was adjourned, a quorum is not present within 1/2 hour from the time set for the holding of the meeting, the persons present and being, or representing by proxy, shareholders entitled to attend and vote at the meeting constitute a quorum.

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Chair

8.8 The following individual is entitled to preside as chair at a meeting of shareholders:

(a) the chair of the board, if any, and,

(b) if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

Alternate chair

8.9 If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders present in person or by proxy must choose any person present at the meeting to chair the meeting.

Adjournments

8.10 The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

Notice of adjourned meeting

8.11 Subject to Article 8.6, it is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

Motion need not be seconded

8.12 No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

Manner of taking a poll

8.13 Subject to Article 8.14, if a poll is duly demanded at a meeting of shareholders,

(a) the poll must be taken,

(i) at the meeting, or within 7 days after the date of the meeting, as the chair of the meeting directs, and

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(ii) in the manner, at the time and at the place that the chair of the meeting directs,

(b) the result of the poll is deemed to be a resolution of and passed at the meeting at which the poll is demanded, and

(c) the demand for the poll may be withdrawn.

Demand for a poll on adjournment

8.14 A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

Demand for a poll not to prevent continuation of meeting

8.15 The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

Poll not available in respect of election of chair

8.16 No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

Casting of votes on poll

8.17 On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

Chair must resolve dispute

8.18 In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the same, and his or her determination made in good faith is final and conclusive.

Chair has no second vote

8.19 In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a casting or second vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

Declaration of result

8.20 The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting.

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PART 9 - VOTES OF SHAREHOLDERS

Voting rights

9.1 Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint registered holders of shares under Article 9.3,

(a) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote at the meeting has one vote, and

(b) on a poll, every shareholder entitled to vote has one vote in respect of each share held by that shareholder that carries the right to vote on that poll and may exercise that vote either in person or by proxy.

Trustee of shareholder may vote

9.2 A person who is not a shareholder may vote on a resolution at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting in relation to that resolution, if, before doing so, the person satisfies the chair of the meeting at which the resolution is to be considered, or the directors, that the person is a trustee for a shareholder who is entitled to vote on the resolution.

Votes by joint shareholders

9.3 If two or more persons hold shares jointly, any one of them present in person or represented by proxy at a meeting of shareholders may, in the absence of the other or others, vote the shares; but if two or more of those persons are present in person or represented by proxy and vote, they shall vote as one the shares jointly held by them.

Trustees as joint shareholders

9.4 Two or more trustees of a shareholder in whose sole name any share is registered are, for the purposes of Article 9.3, deemed to be joint shareholders.

Representative of a corporate shareholder

9.5 If a corporation that is not a subsidiary of the Company is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and

(a) for that purpose, the instrument appointing a representative must

(i) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least 2 business days before the day set for the holding of the meeting, or

(ii) be provided, at the meeting, to the chair of the meeting, and

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(b) if a representative is appointed under this Article,

(i) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder, and

(ii) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Proxy provisions do not apply to all companies

9.6 Articles 9.7 to 9.13 do not apply to the Company if and for so long as it is a public company (as defined in the Business Corporations Act) or a pre-existing reporting company.

Appointment of proxy holder

9.7 Every shareholder entitled to vote at a meeting of shareholders may appoint a proxyholder, or one or more alternate proxyholders, who need not be shareholders, to attend and act at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy shall be in writing executed by the shareholder or the attorney of that shareholder and shall conform with the requirements of the Business Corporations Act.

Alternate proxy holders

9.8 A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

When proxy holder need not be shareholder

9.9 A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if,

(a) the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 9.5,

(b) the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting, or

(c) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.

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Form of proxy

9.10 A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

(Name of Company)

The undersigned, being a shareholder of the above named Company, hereby appoints ………………………….., or, failing that person, …………………………, as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders to be held on the     day of , and at any adjournment of that meeting.

Signed this day of , ...........

…………………………………………………..

Signature of shareholder

Provision of proxies

9.11 A proxy for a meeting of shareholders must,

(a) be received at the registered office of the Company, or at any other place specified in the notice calling the meeting for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, 2 business days, before the day set for the holding of the meeting, or

(b) be provided, at the meeting, to the chair of the meeting.

Revocation of proxies

9.12 Subject to Article 9.13, every proxy may be revoked by an instrument in writing that is,

(a) received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used, or

(b) provided at the meeting to the chair of the meeting.

Revocation of proxies must be signed

9.13 An instrument referred to in Article 9.12 must be signed as follows:

(a) if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her trustee or power of attorney, and

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(b) if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 9.5.

Validity of proxy votes

9.14 A vote given in accordance with the terms of a proxy is valid despite the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received,

(a) at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used, or

(b) by the chair of the meeting, before the vote is taken.

Production of evidence of authority to vote

9.15 The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

PART 10 - ELECTION AND REMOVAL OF DIRECTORS

Number of directors

10.1 The Company must have a board of directors consisting of not less than 5 and not more than 15 directors, with the exact number to be fixed from time to time by resolution of the board of directors.

Election of directors

10.2 At every annual general meeting,

(a) the shareholders entitled to vote at the annual general meeting for the election or appointment of directors must elect a board consisting of the number of directors determined in accordance with Article 10.1, and

(b) all the directors cease to hold office immediately before the election or appointment of directors under paragraph (a), but are eligible for re-election or reappointment.

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Advance notice of nominations of directors

10.3 The following advance notice provisions shall apply to the election of directors if and for so long as the Company has a class of equity securities listed under Section 12(b) of the Exchange Act:

(a) In this Article 10.3, the terms defined below shall have the following meanings:

i. “public announcement” shall mean disclosure in (i) a press release reported under BusinessWire, PR Newswire or a comparable organization intended to provide broad-based distribution within the United States, or (ii) a current report on Form 8-K or other document that is filed or furnished by the Company with the U.S. Securities and Exchange Commission and that is reported publicly on the EDGAR filing system (or any successor electronic disclosure system), and

ii. “Applicable Securities Laws” means the Exchange Act and forms and regulations promulgated thereunder.

(b) Subject only to the Business Corporations Act, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company at an annual general meeting or a special meeting of shareholders. Nominations of persons for election to the board of directors may be made at any annual general meeting, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors:

i. by or at the direction of the board of directors, including pursuant to a notice of meeting,

ii. by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of Sections 187 to 191 of the Business Corporations Act, or a requisition of the shareholders made in accordance with Article 7.8 of these Articles and the provisions of the Business Corporations Act, or

iii. by any person (a “Nominating Shareholder”):

1. who, at the close of business on the date of the giving of the notice provided for below in this Article 10.3 and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially ownsshares that are entitled to be voted at such meeting (provided that satisfactory evidence thereof is provided by the Nominating Shareholder to the Company), and

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2. who complies with the notice procedures set forth below in this Article 10.3.

(c) In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the secretary of the Company at the registered office or the principal executive offices of the Company in Canada in accordance with this Article 10.3.

(d) To be timely, a Nominating Shareholder’s notice to the secretary of the Company must be given:

i. in the case of an annual general meeting, not less than 30 and not more than 65 days prior to the date of the annual general meeting; provided, however, that in the event that the annual general meeting is to be held on a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement of the date of the annual general meeting was made, notice by the Nominating Shareholder may be given not later than the close of business on the 10th day following the Notice Date, and

ii. in the case of a special meeting (which is not also an annual meeting of shareholders) called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting of shareholders was made. In no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a new time period for the giving of a Nominating Shareholder’s notice as described above.

(e) To be in proper written form, a Nominating Shareholder’s notice to the secretary of the Company must set forth:

i. as to each person whom the Nominating Shareholder proposes to nominate for election as a director:

1. the name, age, business address and residential address of the person,

2. the principal occupation or employment of the person,

3. the class or series and number of shares in the capital of the Company which are owned beneficially or of record by the person or under the control or direction of the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice, and

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4. any other information relating to the person that would be required to be disclosed in either (i) a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act and Applicable Securities Laws, or (ii) the Company’s proxy statement in connection with such meeting pursuant to Applicable Securities Laws if the nominee had been a nominee for election as director in that proxy statement, and

ii. as to the Nominating Shareholder giving the notice, any proxy, contract, arrangement, understanding or relationship pursuant to which such Nominating Shareholder has a right to vote any shares of the Company and any other information relating to such Nominating Shareholder that would be required to be made in a either (i) dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act andApplicable Securities Laws.

(f) The Company may require a Nominating Shareholder to furnish such other information regarding any proposed nominee as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such proposed nominee.

(g) No person shall be eligible for election or re-election as a director of the Company unless nominated in accordance with the provisions of this Article 10.3; provided, however, that nothing in this Article 10.3 shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Business Corporations Act. The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.

(h) Notwithstanding any other provision of this Article 10.3, notice given to the secretary of the Company pursuant to this Article 10.3 may only be given by personal delivery, facsimile transmission or by email (at such email address as stipulated from time to time by the secretary of the Company for the purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery, email (at the address as aforesaid) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) to the secretary at the address of the principal executive offices of the Company; provided that if such delivery or electronic communication is made on a day which is a not

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a business day both the City of New York and the Province of British Columbia or later than 5:00 p.m. (New York time) on a day which is such a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is such a business day.

(i) Notwithstanding the foregoing, the board of directors may, in their sole discretion, waive any requirement in this Article 10.3.

(j) Nothing in this Article 10.3 shall preclude the directors from appointing directors due to a casual vacancy as contemplated in Article 10.5, pursuant to their authority in Article 10.6 or as otherwise permitted pursuant to the Business Corporations Act.

Failure to elect or appoint directors

10.4 If the Company fails to hold an annual general meeting in accordance with the Business Corporations Act or fails, at an annual general meeting, to elect or appoint directors, the directors then in office continue to hold office until the earlier of,

(g) the date on which the failure is remedied, and

(h) the date on which they otherwise cease to hold office under the Business Corporations Act or these Articles.

Directors May Fill Casual Vacancies

10.5 Any casual vacancy occurring in the board may be filled by the directors.

Additional directors

10.6 Despite Articles 10.1 and 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article must not at any time exceed 1/3 of the number of the current directors who were elected or appointed as directors other than under this Article.

Removal of Director by shareholders

10.7 The shareholders may remove any director before the expiration of his or her term of office by: (i) special resolution; or (ii) if a Change of Control Transaction occurs, by ordinary resolution. In that event, subject to Article 10.3, the shareholders may elect, or appoint contemporaneously with the removal, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect a director to fill that vacancy.

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Directors’ acts valid despite vacancy

10.8 An act or proceeding of the directors is not invalid merely because fewer than the number of directors required by Article 10.1 are in office.

Remuneration of Directors

10.9 The directors are entitled to the remuneration for acting as directors as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

Reimbursement of Expenses of Directors

10.10 The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

PART 11 - PROCEEDINGS OF DIRECTORS

Meetings of directors

11.1 The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the board held at regular intervals may be held at the place, at the time and on the notice, if any, that the board may by resolution from time to time determine. In any financial year of the Company, a majority of the meetings of the board need not be held within Canada.

Chair of meetings

11.2 Meetings of directors are to be chaired by,

(a) the chair of the board, if any,

(b) in the absence of the chair of the board, the president, if any, if the president is a director, or

(c) any other director chosen by the directors if,

(iii) neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting,

(iv) neither the chair of the board nor the president, if a director, is willing to chair the meeting, or

(v) the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.

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Voting at meetings

11.3 Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

Who may call extraordinary meetings

11.4 A director may, and the secretary, if any, on request of a director must, call a meeting of the board at any time.

Notice of extraordinary meetings

11.5 Subject to Articles 11.6 and 11.7, if a meeting of the board is called under Article 11.4, reasonable notice of that meeting, specifying the place, date and time of that meeting, must be given to each of the directors,

(a) by mail addressed to the director’s address as it appears on the books of the Company or to any other address provided to the Company by the director for this purpose,

(b) by leaving it at the director’s prescribed address or at any other address provided to the Company by the director for this purpose, or

(c) orally, by delivery of written notice or by telephone, voice mail, e-mail, fax or any other method of legibly transmitting messages.

When notice not required

11.6 It is not necessary to give notice of a meeting of the directors to a director if,

(a) the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed or is the meeting of the directors at which that director is appointed,

(b) the director has filed a waiver under Article 11.8, or

(c) the meeting is a regularly scheduled meeting.

Meeting valid despite failure to give notice

11.7 The accidental omission to give notice of any meeting of directors to any director, or the non-receipt of any notice by any director, does not invalidate any proceedings at that meeting.

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Waiver of notice of meetings

11.8 Any director may file with the Company a document signed by the director waiving notice of any past, present or future meeting of the directors and may at any time withdraw that waiver with respect to meetings of the directors held after that withdrawal.

Effect of waiver

11.9 After a director files a waiver under Article 11.8 with respect to future meetings of the directors, and until that waiver is withdrawn, notice of any meeting of the directors need not be given to that director unless the director otherwise requires in writing to the Company.

Quorum

11.10 The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is a majority of the directors.

If only one director

11.11 If there is only one director, the quorum necessary for the transaction of the business of the directors is one director, and that director may constitute a meeting.

Adjourned Meeting

11.12 Notice of an adjourned meeting of the directors is not required if the time and place of the adjourned meeting is announced at the original meeting.

PART 12 - POWERS OF DIRECTORS

Powers of Directors

12.1 The directors may, by directors’ resolution,

(a) change the name of the Company to any name chosen by the directors in their absolute discretion, and the directors are authorized to alter the Notice of Articles of the Company in accordance with Section 257(2) of the Business Corporations Act in connection with a change of name of the Company, and

(b) subdivide or consolidate all or any of its issued and/or unissued shares.

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PART 13 - COMMITTEES OF DIRECTORS

Appointment of committees

13.1 The directors, by resolution,

(a) shall establish an audit committee, a nominating committee and a compensation committee,

(b) may establish such other committees of the board that they consider appropriate,

(c) may delegate to a committee appointed under paragraph (a) or (b) any of the directors’ powers, except,

(i) the power to fill vacancies in the board,

(ii) the power to change the membership of, or fill vacancies in, any committee of the board, and

(iii) the power to appoint or remove officers appointed by the board, and

(d) make any delegation referred to in paragraph (c) subject to the conditions set out in the resolution.

Obligations of committee

13.2 Any committee formed under Article 13.1, in the exercise of the powers delegated to it, must,

(a) conform to any rules that may from time to time be imposed on it by the directors, and

(b) report every act or thing done in exercise of those powers to the earliest meeting of the directors to be held after the act or thing has been done.

Transaction of Business

13.3 The powers of a committee of the directors may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all of the members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place within or outside Canada.

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Procedure

13.4 Unless otherwise determined by the directors or these Articles, each committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chairman and to regulate its procedure. To the extent that the directors or the committee does not establish rules to regulate the procedure of the committee, the provisions of these Articles applicable to meetings of the directors shall apply mutatis mutandis.

Powers of board

13.5 The board may, at any time,

(a) revoke the authority given to a committee, or override a decision made by a committee, except as to acts done before such revocation or overriding,

(b) terminate the appointment of, or change the membership of, a committee, and

(c) fill vacancies in a committee.

Committee meetings

13.5 Subject to Article 13.2(a),

(a) the members of a directors’ committee may meet and adjourn as they think proper,

(b) a directors’ committee may elect a chair of its meetings but, if no chair of the meeting is elected, or if at any meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting, and

(c) questions arising at any meeting of a directors’ committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting has no second or casting vote.

PART 14 - OFFICERS

Appointment of officers

14.1 The board may, from time to time, appoint a president, secretary or any other officers that it considers necessary, and none of the individuals appointed as officers need be a member of the board.

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Functions, duties and powers of officers

14.2 The board may, for each officer,

(a) determine the functions and duties the officer is to perform,

(b) entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit, and

(c) from time to time revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

Remuneration

14.3 All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the board thinks fit and are subject to termination at the pleasure of the board.

Agents and Attorneys

14.4 The directors shall have power from time to time to appoint agents or attorneys for the Company in or out of British Columbia with such powers or management or otherwise (including the power to sub-delegate) as may be thought fit.

PART 15 - DISCLOSURE OF INTEREST OF DIRECTORS

Other office of director

15.1 A director may hold any office or place of profit with the Company (other than the office of auditor of the Company) in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

No disqualification

15.2 No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise.

Professional services by director or officer

15.3 Subject to compliance with the provisions of the Business Corporations Act, a director or officer of the Company, or any corporation or firm in which that individual has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such corporation or firm is entitled to remuneration for professional services as if that individual were not a director or officer.

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Accountability

15.4 A director or officer may be or become a director, officer or employee of, or may otherwise be or become interested in, any corporation, firm or entity in which the Company may be interested as a shareholder or otherwise, and, subject to compliance with the provisions of the Business Corporations Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other corporation, firm or entity.

Conflicts of Interest - Competitively Sensitive Information

15.5 If a majority of the board determines that a matter or information relating to the Company’s strategy, business plan, budget or operations is competitively sensitive in relation to a director, such director will be deemed to have a disclosable interest in the matter, and to the extent permissible by applicable law, such director shall not be entitled to receive any information, participate in any discussion or vote on the matter to the extent it relates to the area of competition deemed to be a conflict of interest.

Validity of Contracts and Transactions

15.6 In addition to Section 151 of the Business Corporations Act, a contract or transaction with the Company is not invalid merely because a director who may have a disclosable interest votes on such contract or transaction.

PART 16 - PROTECTION OF DIRECTORS AND OFFICERS

Limitation of Liability

16.1 In addition to limitations of liability pursuant to the Business Corporations Act and applicable law, no director or officer of the Company shall be liable for the acts or omissions of any other director, officer, employee or agent of the Company, or for any costs, charges or expenses of the Company resulting from any deficiency of title to any property acquired for or on behalf of the Company, or for the insufficiency of any security in or upon which any of the moneys of the Company shall be invested, or for any loss or damage arising from bankruptcy or insolvency, or in respect of any tortious acts of or relating to the Company or any other director, officer, employee or agent of the Company, or for any loss occasioned by an error of judgment or oversight on the part of any other director, officer, employee or agent of the Company, or for any other costs, charges or expenses of the Company occurring in connection with the execution of the duties of the director or officer, unless such costs, charges or expenses are incurred as a result of such person’s own willful neglect, fraud or gross negligence. Nothing in these Articles, however, shall relieve any director or officer from the duty to act in accordance with the Business Corporations Act or from liability for any breach of the Business Corporations Act.

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Indemnification of directors

16.2 The directors must cause the Company to indemnify and advance the reasonable expenses of its directors and former directors, and their respective heirs and personal or other legal representatives to the greatest extent permitted by Division 5 of Part 5 of the Business Corporations Act.

Deemed contract

16.3 Each director is deemed to have contracted with the Company on the terms of the indemnity referred to in Article 16.2.

Insurance

16.4 The Company shall purchase and maintain such insurance for the benefit of an individual referred to in these Articles against any liability incurred by the individual in his or her capacity as a director or officer of the Company, or in his or her capacity as a director or officer, or a similar capacity of another entity, if the individual acts or acted in that capacity at the Company’s request.

PART 17 - DIVIDENDS

Declaration of dividends

17.1 Subject to the rights, if any, of shareholders holding shares with special rights as to dividends, the directors may from time to time declare and authorize payment of any dividends the directors consider appropriate.

No notice required

17.2 The directors need not give notice to any shareholder of any declaration under Article 17.1.

Directors may determine when dividend payable

17.3 Any dividend declared by the directors may be made payable on such date as is fixed by the directors.

Dividends to be paid in accordance with number of shares

17.4 Subject to the rights of shareholders, if any, holding shares with special rights as to dividends, all dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

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Manner of paying dividend

17.5 A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of specific assets or of paid up shares or fractional shares, bonds, debentures or other debt obligations of the Company, or in anyone or more of those ways, and, if any difficulty arises in regard to the distribution, the directors may settle the difficulty as they consider expedient, and, in particular, may set the value for distribution of specific assets.

Dividend bears no interest

17.6 No dividend bears interest against the Company.

Fractional dividends

17.7 If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

Payment of dividends

17.8 Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed,

(a) subject to paragraphs (b) and (c), to the address of the shareholder,

(b) subject to paragraph (c), in the case of joint shareholders, to the address of the joint shareholder whose name stands first on the central securities register in respect of the shares, or

(c) to the person and to the address as the shareholder or joint shareholders may direct in writing.

Receipt by joint shareholders

17.9 If several persons are joint shareholders of any share, anyone of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

Unclaimed Dividends

17.10 Any dividend unclaimed after a period of six (6) years from the date on which it has been declared to be payable shall be forfeited and shall revert to the Company.

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PART 18 - ACCOUNTING RECORDS

Recording of financial affairs

18.1 The board must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the provisions of the Business Corporations Act.

PART 19 - GENERAL

Execution of Instruments Under Seal

19.1 The Company’s seal, if any, must not be impressed on any record except when that impression is attested by the signature or signatures of,

(a) any 2 directors,

(b) any officer, together with any director,

(c) if the Company only has one director, that director, or

(d) any one or more directors or officers or persons as may be determined by resolution of the directors.

Sealing copies

19.2 For the purpose of certifying under seal a true copy of any resolution or other document, the seal must be impressed on that copy and, despite Article 19.1, may be attested by the signature of any director or officer.

Voting Rights in other Corporations

19.3 All securities carrying voting rights of any other corporation held from time to time by the Company may be voted at any and all meetings of shareholders, bond holders, debenture holders or holders of other securities (as the case may be) of such other corporation and in such manner as the board may from time to time determine. Any person or persons authorized to sign on behalf of the Company may also from time to time execute and deliver proxies for and on behalf of the Company and/or arrange for the issuance of voting certificates and/or other evidence of the right to vote for and on behalf of the Company in such names as they may determine.

PART 20 - NOTICES

Notice to joint shareholders

20.1 If two or more persons are registered as joint holders of any share, any notice shall be addressed to all of such joint holders but notice sent to one of such persons shall be sufficient notice to all of them.

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Notice to trustees

20.2 If a person becomes entitled to a share as a result of the death, bankruptcy or incapacity of a shareholder, the Company may provide a notice, statement, report or other record to that person by,

(a) mailing the record, addressed to that person,

(i) by name, by the title of representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description, and

(ii) at the address, if any, supplied to the Company for that purpose by the person claiming to be so entitled, or

(b) if an address referred to in paragraph (a) (ii) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

Deceased shareholders

20.3 Any notice duly sent to any shareholder shall be deemed to have been duly served in respect of the shares held by the shareholder (whether held solely or with other persons), notwithstanding that such shareholder is then deceased and whether or not the Company has notice of such death, until some other person is entered in place of that person in the securities register of the Company as the shareholder or as one of the shareholders thereof and such service shall for all purposes be deemed a sufficient service of notice to the heirs, executors or administrators of that person and all persons, if any, interested with that person in such shares.

Execution of Notices

20.4 The signature of any director or officer of the Company to any notice may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.

Proof of Service

20.5 A certificate of any officer or director of the Company in office at the time of making of the certificate or of an agent of the Company as to facts in relation to the sending of any notice to any shareholder, director, officer or auditor or publication of any notice shall be conclusive evidence thereof and shall be binding on every shareholder, director, officer or auditor of the Company, as the case may be.

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PART 21 - SPECIAL RIGHTS AND RESTRICTIONS

COMMON SHARES

Voting

21.1 The shareholders holding Common Shares (other than a Subsidiary of the Company that holds Common Shares) shall have the right to receive notice of, and to attend and vote at, all meetings of the Company whether general, special, ordinary or extraordinary, and a shareholder holding Common Shares shall have one vote in respect of each Common Share held by that shareholder and is entitled to vote in person or by proxy.

Dividends

21.2 Dividends may be declared on the Common Shares independently of the declaring of dividends on any of the other classes of shares of the Company.

Liquidation, Dissolution and Winding-Up

21.3 In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of Common Shares will be entitled to receive the remaining property of the Company, after payment to the holders of the Special Shares in accordance with Article 22.5.

PART 22 - SPECIAL RIGHTS AND RESTRICTIONS

SPECIAL SHARES

Special Rights or Restrictions

22.1 The Special Shares as a class shall have attached to them the special rights or restrictions specified in this Part 22.

Issuable in Series

22.2 The Special Shares may include one or more series of shares and, subject to the Business Corporations Act, the directors may, by resolution, if none of the shares of any particular series are issued, alter these Articles and authorize the alteration of the Notice of Articles of the Company, as the case may be, to do one or more of:

(a) determine the maximum number of shares of any of those series of shares that the Company is authorized to issue, determine that there is no such maximum number or alter any determination made under this section (a) or otherwise in relation to a maximum number of those shares,

(b) create an identifying name by which the shares of any of those series of shares may be identified, or alter any identifying name created for those shares, and

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(c) attach special rights and restrictions to the shares of any of those series of shares, or alter any special rights or restrictions attached to those shares, including, without limitation, the terms and conditions of any purchase for cancellation or redemption thereof, or the redemption amount thereof.

Voting

22.3 The holders of the Special Shares of the Company (other than a Subsidiary of the Company) shall have the right to receive notice of, and to attend and vote at, all meetings of the Company whether general, special, ordinary or extraordinary.

Dividends

22.4 The holders of the Special Shares shall be entitled to receive and the Company shall pay thereon, as and when declared by the directors non-cumulative preferential dividends. The holders of the Special Shares shall not be entitled to any dividends other than or in excess of the non-cumulative preferential dividends hereinbefore provided for.

Liquidation, Dissolution and Winding-Up

22.5 The holders of Special Shares shall be entitled, on the liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, or on any other distribution of its assets among its shareholders for the purpose of winding up its affairs, to receive, before any distribution is made to the holders of the Common Shares or any other shares of the Company ranking junior to the Special Shares with respect to the distribution of assets on the liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, or on any other distribution of its assets among its shareholders for the purpose of winding up its affairs, the redemption amount with respect to each Special Share held by them, together with the fixed premium (if any) thereon, and all declared and unpaid non-cumulative dividends thereon. After payment to the holders of the Special Shares of the amounts so payable to them, they shall not, as such, be entitled to share in any further distribution of the assets of the Company except as specifically provided in the special rights or restrictions attached to the shares of any particular series of Special Shares.

EX-10.3(K)

Exhibit 10.3(k)

RESTRICTED STOCK UNIT AGREEMENT

PURSUANT TO THE

MASONITE INTERNATIONAL CORPORATION 2012 EQUITY INCENTIVE PLAN

FOR UNITED STATES EMPLOYEES

* * * * *

Participant:            {NAME}            

Grant Date:        February 24, 2014

Number of Restricted Stock Units granted:     {# of SHARES)        

* * * * *

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Masonite International Corporation, a British Columbia corporation (the “Company”), and the Participant specified above, pursuant to the Masonite International Corporation 2012 Equity Incentive Plan (the “Plan”), which is administered by the Committee; and

WHEREAS, it has been determined under the Plan that the Company will grant the Restricted Stock Units (“RSUs”) provided herein to the Participant.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:

1.Incorporation By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the grant of the RSUs hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

2.Grant of Restricted Stock Unit Award. The Company hereby grants to the Participant, as of the Grant Date specified above, the number of RSUs specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason. The Participant shall not have the rights of a stockholder in respect of the shares of Common Stock underlying this Award until such shares are delivered to the Participant in accordance with Section 4.

3.Vesting.

(a)General. Provided that the Participant is actively employed by the Company and/or one of its Subsidiaries or Affiliates on each such vesting date and except as otherwise provided in this Section 3, RSUs subject to this grant shall vest as follows: 25% on February 24, 2015, 25% on February 24, 2016 and 50% on February 24, 2017.

(b)Certain Terminations. All unvested RSUs shall immediately become vested upon a Termination due to (i) the Participant’s death or (ii) the Participant’s Disability.

(c)Change in Control. Notwithstanding anything to the contrary set forth in Section 3(a) hereof, if, within thirty (30) days prior or twenty four (24) months following the completion of a Change in Control or at any time prior to a Change in Control at the request of a prospective purchaser whose proposed purchase would constitute a Change in Control upon its completion, the Company, or any of its Subsidiaries, terminates the Participant’s employment without Cause or the Participant terminates employment for Good Reason, all unvested RSUs shall immediately become vested.

(d)Forfeiture. Subject to Section 3(b) and 3(c), all unvested RSUs shall be immediately forfeited upon the Participant’s Termination for any reason.

(e)     Committee Discretion to Accelerate Vesting. Notwithstanding the foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of the RSUs at any time and for any reason.

4.Delivery of Shares of Common Stock.

(a)General. Subject to Section 4(b) hereof and Section 14.16 of the Plan, the Company shall deliver to the Participant the aggregate shares of Common Stock underlying the outstanding RSUs within thirty (30) days of the vesting date. In connection with the delivery of the shares of Common Stock pursuant to this Agreement, the Participant agrees to execute any documents reasonably requested by the Company. In no event shall a Participant be entitled to receive any shares of Common Stock with respect to any unvested or forfeited portion of the RSUs.

(b)Blackout Periods. If the Participant is subject to any Company “blackout” policy or other trading restriction imposed by the Company on the date such distribution would otherwise be made pursuant to Section 4(a), the Company may elect to delay such distribution until the date the Participant is not subject to any such policy or restriction or such earlier or later date as required by applicable law.

(c)Deferrals. If permitted by the Company, the Participant may elect, subject to the terms and conditions of the Plan and any other applicable written plan or procedure adopted by the Company from time to time for purposes of such election, to defer the distribution of all or any portion of the shares of Common Stock that would otherwise be distributed to the Participant hereunder (the “Deferred Shares”), consistent with the requirements of Section 409A of the Code. Upon the vesting of RSUs that have been so deferred, the applicable number of Deferred Shares

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shall be credited to a bookkeeping account established on the Participant’s behalf (the “Account”). Subject to Section 6 below, the number of shares of Common Stock equal to the number of Deferred Shares credited to the Participant’s Account shall be distributed to the Participant in accordance with the terms and conditions of the Plan and the other applicable written plans or procedures of the Company, consistent with the requirements of Section 409A of the Code.

5.Dividends and Other Distributions. The Participant shall be entitled to receive all dividends and other distributions paid with respect to the shares of Common Stock underlying the RSUs, provided that any such dividends or other distributions will be subject to the same vesting requirements as the underlying RSUs and shall be paid at the time the shares of Common Stock are delivered pursuant to Section 4. If any dividends or distributions are paid in shares of Common Stock with respect to unvested shares, the shares of Common Stock shall be deposited with the Company and shall be subject to the same restrictions on transferability and forfeiture as the RSUs with respect to which they were paid.

6.Forfeiture and Clawback. In the event the Company determines that the Participant has (i) materially violated any of the provisions set forth in Section 7 hereof and has failed to cure such violation within fifteen (15) days of written notice that is given within thirty (30) days of the Company becoming aware of such violation, or (ii) engaged in Detrimental Misconduct or Financial Misconduct, unless otherwise determined by the Company, the following shall result:

(a)any outstanding RSUs, whether vested or unvested, shall immediately be terminated and forfeited for no consideration,

(b)if the shares of Common Stock subject to this RSU Agreement have been distributed to the Participant and the Participant no longer holds some or all of such shares, the Participant shall repay to the Company, in cash, within five (5) business days after demand is made therefore by the Company (which must be made within thirty (30) days of such failure to cure), an amount equal to the sum of (I) the total amount of any cash previously paid to the Participant hereunder; and (II) the total amount of any value received by the Participant upon any disposition of any shares of Common Stock paid to the Participant hereunder; and

(c)if the shares of Common Stock subject to this RSU Agreement have been distributed to the Participant and the Participant (or any transferee permitted pursuant to Section 8(b) hereof) continues to hold some or all of such shares of Common Stock, the Participant or such transferee shall forfeit and transfer to the Company for no consideration such shares. If the Participant or such transferee fails to deliver all or any of the shares of Common Stock upon the Company’s demand, then the Secretary of the Company shall be authorized to effect the Company’s repurchase of such shares of Common Stock on the Company’s books and records, without further notice with zero value being paid to the Participant.

7.Restrictive Covenants. As a condition to the receipt of the RSUs and/or the delivery of shares of Common Stock hereunder, the Participant agrees as follows:

(a)Confidentiality, Non-Disclosure and Non-Competition Agreement. The Company and the Participant acknowledge and agree that during the Participant's employment with

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the Company, the Participant will have access to and may assist in developing Confidential Information and will occupy a position of trust and confidence with respect to the affairs and business of the Company and its Affiliates. The Participant agrees that the obligations set forth in this Section 7 are necessary to preserve the confidential and proprietary nature of Confidential Information and to protect the Company and its Affiliates against harmful solicitation of employees and customers, harmful competition and other actions by the Participant that would result in serious adverse consequences for the Company and its Affiliates.

(b)Non-Disclosure. During and after the Participant's employment with the Company, the Participant will not use, disclose, copy or transfer any Confidential Information other than as authorized in writing by the Company or within the scope of the Participant's duties with the Company as determined reasonably and in good faith by the Participant. Anything herein to the contrary notwithstanding, the provisions of this Section 7(b) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Participant to disclose or make accessible any information; provided that prior to any such disclosure the Participant shall provide the Company with reasonable notice of the requirements to disclose and an opportunity to object to such disclosure and the Participant shall cooperate with the Company in filing such objection; or (ii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to the Participant's violation of this Section 7(b).

(c)Materials. The Participant will use Confidential Information only for normal and customary use in the Company's business, as determined reasonably and in good faith by the Company. The Participant will return to the Company all Confidential Information and copies thereof and all other property of the Company or any of its Affiliates at any time upon the request of the Company and in any event immediately after termination of Participant's employment. The Participant agrees to identify and return to the Company any copies of any Confidential Information after the Participant ceases to be employed by the Company. Anything to the contrary notwithstanding, nothing in this Section 7 shall prevent the Participant from retaining a home computer (provided all Confidential Information has been removed), papers and other materials of a personal nature, including diaries, calendars and Rolodexes, information relating to his/her compensation or relating to reimbursement of expenses, information that may be needed for tax purposes, and copies of plans, programs and agreements relating to his/her employment.

(d)No Solicitation or Hiring of Employees. During the Non-Compete Period, the Participant shall not solicit, entice, persuade or induce any individual who is employed by the Company or its Affiliates (or who was so employed within twelve (12) months prior to the Participant's action) to terminate or refrain from continuing such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its Affiliates, and the Participant shall not hire, directly or indirectly, for himself or any other person, as an employee, consultant or otherwise, any such person. Anything to the contrary notwithstanding, the Company agrees that (i) the Participant's responding to an unsolicited request from any former employee of the Company for advice on employment matters and (ii) the Participant's responding to an unsolicited request for an employment reference regarding any former employee of the Company from such former employee, or from a third party, by providing a reference

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setting forth his/her personal views about such former employee, shall not be deemed a violation of this Section 7(d); in each case, to the extent the Participant does not encourage the former employee to become employed by a company or business that employs the Participant or with which the Participant is otherwise associated (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor, director or otherwise).

(e)Non-Competition.

(i)During the Non-Compete Period, the Participant shall not, directly or indirectly, (A) solicit, service, or assist any other individual, person, firm or other entity in soliciting or servicing any Customer for the purpose of providing and/or selling any products that are provided and/or sold by the Company or its Subsidiaries, or performing any services that are performed by the Company or its Subsidiaries, (B) interfere with or damage (or attempt to interfere with or damage) any relationship and/or agreement between the Company or its Subsidiaries and any Customer or (C) associate (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor, director or otherwise) with any Competitive Enterprise; provided, however, that Participant may own, as a passive investor, securities of any such entity that has outstanding publicly traded securities so long as his/her direct holdings in any such entity shall not in the aggregate constitute more than 1% of the voting power of such entity. The Participant agrees that, before providing services, whether as an employee or consultant, to any entity during the Non-Compete Period, he/she will provide a copy of this Agreement to such entity, and such entity shall acknowledge to the Company in writing that it has read this Agreement. The Participant acknowledges that this covenant has a unique, very substantial and immeasurable value to the Company, that the Participant has sufficient assets and skills to provide a livelihood for the Participant while such covenant remains in force and that, as a result of the foregoing, in the event that the Participant breaches such covenant, monetary damages would be an insufficient remedy for the Company and equitable enforcement of the covenant would be proper.

(ii)If the restrictions contained in Section 7(e)(i) shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, Section 7(e)(i) shall be modified to be effective for the maximum period of time for which it may be enforceable and over the maximum geographical area as to which it may be enforceable and to the maximum extent in all other respects as to which it may be enforceable.

(f)Conflicting Obligations and Rights. The Participant agrees to inform the Company of any apparent conflicts between the Participant's work for the Company and any obligations the Participant may have to preserve the confidentiality of another's proprietary information or related materials before using the same on the Company's behalf. The Company shall receive such disclosures in confidence and consistent with the objectives of avoiding any conflict of obligations and rights or the appearance of any conflict of interest.

(g)Enforcement. The Participant acknowledges that in the event of any breach or threatened breach of this Section 7, the business interests of the Company and its Affiliates will

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be irreparably injured, the full extent of the damages to the Company and its Affiliates will be impossible to ascertain, monetary damages will not be an adequate remedy for the Company and its Affiliates, and the Company will be entitled to enforce this Agreement by a temporary, preliminary and/or permanent injunction or other equitable relief, without the necessity of posting bond or security, which the Participant expressly waives. The Participant understands that the Company may waive some of the requirements expressed in this Agreement, but that, for such a waiver to be effective, it must be made in writing and should not in any way be deemed a waiver of the Company's right to enforce any other requirements or provisions of this Agreement. The Participant agrees that each of the Participant's obligations specified in this Agreement is a separate and independent covenant and that the unenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement.

8.Non‑transferability.

(a)Restriction on Transfers. Except as provided in Section 8(b)below, all RSUs, and any rights or interests therein, (i) shall not be sold, exchanged, transferred, assigned or otherwise disposed of in any way at any time by the Participant (or any beneficiary(ies) of the Participant), other than by testamentary disposition by the Participant or by the laws of descent and distribution, (ii) shall not be pledged or encumbered in any way at any time by the Participant (or any beneficiary(ies) of the Participant) and (iii) shall not be subject to execution, attachment or similar legal process. Any attempt to sell, exchange, pledge, transfer, assign, encumber or otherwise dispose of these RSUs, or the levy of any execution, attachment or similar legal process upon RSUs contrary to the terms of this Agreement and/or the Plan shall be null and void and without legal force or effect.

(b)Permissible Transfers. During the Participant’s lifetime, the Participant may, with the consent of the Committee, transfer without consideration all or any portion of RSUs granted under this Agreement to one or more Family Members, to a trust established for the exclusive benefit of one or more Family Members, to a partnership in which all the partners are Family Members, or to a limited liability company in which all the members are Family Members.

9.Entire Agreement; Amendment. This Agreement, together with the Plan contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.

10.Acknowledgment of Employee. This award of RSUs does not entitle Participant to any benefit other than that granted under this Agreement. Any benefits granted under this Agreement are not part of the Participant’s ordinary salary and shall not be considered as part of such salary in the event of severance, redundancy or resignation. Participant understands and accepts that the benefits granted under this Agreement are entirely at the discretion of the Company and that the Company retains the right to amend or terminate this Agreement and the Plan at any time, at its sole discretion and without notice.

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11.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without reference to the principles of conflict of laws thereof.

12.Government Tax Withholding Obligations.

(a)General. As a condition to the (a) vesting of the RSUs or (b) distribution of shares of Common Stock to the Participant, in both instances, the Participant shall be required to pay in cash, or to make other arrangements satisfactory to the Company, the minimum amount sufficient to satisfy any federal, provincial, state, local and foreign tax withholdings or other obligation of any kind (including, but not limited to, the Participant’s FICA and SDI obligations) that the Company, in its sole discretion, deems necessary to comply with the Code and/or any other applicable law, rule or regulation with respect to the RSUs (the “Withholdings”). Unless payment of the Withholdings are made by the Participant pursuant to the previous sentence, the RSUs shall either not vest or the Company shall have no obligation to deliver or issue a certificate or book-entry transfer for such shares of Common Stock. At the Company’s sole discretion, the Company can mandate that the Participant satisfy all or part of its obligations to pay the Withholdings by the sale of shares of Common Stock through a broker designated by the Company, and require that the proceeds of the sale be conveyed by the broker directly to the Company.  If the Company makes this election, the Company in its sole discretion can further require the Participant to enter into a trading plan designed to be compliant with Rule 10b5-1 under the Securities Exchange Act of 1934 so as to permit the sale of such shares of Common Stock during periods where trading by the Participant would otherwise be restricted.

13.No Right to Employment. Any questions as to whether and when there has been a termination of such employment and the cause of such termination shall be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere with or limit in any way the right of the Company to terminate the Participant’s employment or service at any time, for any reason and with or without cause.

14.Notices. Any notice that may be required or permitted under this Agreement shall be in writing and shall be delivered in person or via facsimile transmission, overnight courier service or certified mail, return receipt requested, postage prepaid, properly addressed as follows:

(a)If such notice is to the Company, to the attention of the General Counsel of the Company or at such other address as the Company, by notice to the Participant, shall designate in writing from time to time.

(b)If such notice is to the Participant, at his/her address as shown on the Company’s records, or at such other address as the Participant, by notice to the Company, shall designate in writing from time to time.

15.Transfer of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to the RSUs awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.

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16.Compliance with Laws. This issuance of RSUs (and the shares of Common Stock underlying the RSUs) pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act and the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue RSUs or any of the shares of Common Stock pursuant to this Agreement if any such issuance would violate any such requirements.

17.Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except as provided by Section 8 hereof) any part of this Agreement without the prior express written consent of the Company.

18.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

19.Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

20.Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.

21.Severability. The invalidity or unenforceability of any provisions of this Agreement, including, without limitation Section 7, in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

22.Compensatory Arrangements; Rule 701 Exemption. The Company and the Participant hereby acknowledge and agree that this Agreement has been executed and delivered, and RSUs, and the Shares delivered upon settlement, have been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and its Subsidiaries, on the one hand, and the Participant, on the other hand. Each of the RSUs granted hereunder, and the Shares delivered upon settlement, is intended to qualify for an exemption from the registration requirements under the Securities Act, and under similar exemptions pursuant to Rule 701 under applicable state securities laws (collectively, the “Exemption”). In the event that any provision of this Agreement would cause the RSUs granted hereunder, or the Shares delivered upon settlement, not to qualify for the Exemption or any other applicable exemption from registration under the Securities Act, the Participant and the Company agree that this Agreement shall be deemed

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automatically amended to the extent necessary to cause the RSUs, and the Shares delivered upon settlement, to qualify for the Exemption.

23.Definitions. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. For purposes of this Agreement, the following words and phrases shall have the following meanings, unless a different meaning is plainly required by the context:

(a) “Competitive Enterprise” means a business enterprise that engages in, or owns or controls a significant interest in any entity that engages in the sale or manufacture of entryway doors or door components or other products that are manufactured and sold by the Company and its Subsidiaries, during the time the Participant was employed by the Company or its Subsidiaries, and does business (the “Company’s Business”)(a) in the United States of America, (b) Canada or (c) any other country where the Company or its Subsidiaries operates facilities or sells products, but only if the Participant had operational, financial reporting, marketing or other responsibility or oversight for the facility or business in the respective country. Notwithstanding the foregoing, in the event that a business enterprise has one or more lines of business that do not involve the Company’s Business, the Participant shall be permitted to associate with such business enterprise if, and only if, the Participant does not participate in or have supervisory authority with respect to any line of business involving the Company’s Business.

(b)“Confidential Information” means all non-public information concerning trade secrets, know-how, software, developments, inventions, processes, technology, designs, financial data, strategic business plans or any proprietary or confidential information, documents or materials in any form or media, including any of the foregoing relating to research, operations, finances, current and proposed products and services, vendors, customers, advertising and marketing, and other non-public, proprietary, and confidential information of the Company or its Affiliates. Notwithstanding anything to the contrary contained herein, the general skills, knowledge and experience gained during the Participant's employment with the Company, information publicly available or generally known within the industry or trade in which the Company competes and information or knowledge possessed by the Participant prior to his/her employment by the Company shall not be considered Confidential Information.

(c)“Customer” means any person, firm, corporation or other entity whatsoever to whom the Company or its Subsidiaries provided services or sold any products to within a twelve (12) month period on, before or after the Participant’s date of Termination.

(d)“Detrimental Misconduct” means (i) conduct which is injurious to the Company or its business or reputation, involving a material breach of Company policy, or applicable laws or regulations to which the Participant is subject, or an agreement between the Company and the Participant, or (ii) any other action (or failure to act) involving illegal acts, theft, fraud, intentional misconduct, or gross negligence on the part of the Participant, related to his or her position with the Company.

(e)“Financial Misconduct” means fraud, gross negligence or intentional or willful misconduct that contributes, directly or indirectly, to the Company’s financial or operational

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results that are used to determine the extent to which any award of cash or stock under the Plan being misstated, regardless of whether the Company is required to prepare an accounting restatement of its consolidated financial statements, which is discovered during the relevant year in which such award is awarded or payable or within three years thereafter.

(f)“Good Reason” means (i) in the event the Participant is a party to an Employment Agreement between the Participant and the Company or its Subsidiaries on the Grant Date (the “Employment Agreement”), “Good Reason” as defined under the Employment Agreement as in effect on the Grant Date; or (ii) in the event the Participant is not a party to an Employment Agreement as in effect on the Grant Date, “Good Reason” shall mean “Good Reason” as determined by the Committee, in its sole discretion.

(g)“Non-Compete Period” means, (i) in the event the Participant is a party to an employment agreement between the Participant and the Company or a subsidiary of the Company on the Grant Date (the “Employment Agreement”), the period during which the Participant is subject to the non-competition covenant set forth in the Employment Agreement or, (ii) if the Employment Agreement is not in effect on the Participant’s date of Termination or if the Participant is not a party to the Employment Agreement or such Employment Agreement does not contain a non-competition covenant, “Non-Compete Period” shall mean the period commencing on the Grant Date and ending twelve (12) months after the Participant's date of Termination or, (iii) if after Termination of employment, the Participant enters into a consulting agreement the “Non-Compete Period” shall mean the period commencing on the Grant Date and ending twelve (12) months after the termination of the consulting arrangement unless the consulting agreement specifies a different time period.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

MASONITE INTERNATIONAL CORPORATION

By: __________________________________

Name: Frederick J. Lynch

Title: President and Chief Executive Officer

PARTICIPANT

Name:

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EX-10.3(L)

Exhibit 10.3(l)

PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT

PURSUANT TO THE

MASONITE INTERNATIONAL CORPORATION 2012 EQUITY INCENTIVE PLAN

UNITED STATES

* * * * *

Participant:            {NAME}            

Grant Date:        February 24, 2014

Number of Performance Restricted Stock Units Granted:     {# of SHARES)        

* * * * *

THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Masonite International Corporation, a British Columbia corporation (the “Company”), and the Participant specified above, pursuant to the Masonite International Corporation 2012 Equity Incentive Plan (the “Plan”), which is administered by the Committee; and

WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant Performance Restricted Stock Units (“PRSUs”) provided herein to the Participant.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:

1.Incorporation By Reference; Plan Document Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the grant of the PRSUs hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

2.Grant of Restricted Stock Unit Award. The Company hereby grants to the Participant, as of the Grant Date specified above, the number of PRSUs specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason. The Participant shall not have the rights of a stockholder in respect of the shares of Common Stock underlying this Award until such shares are delivered to the Participant in accordance with Section 4.

3.Vesting.

(a)General.

(i)Performance-Based Vesting. All of the PRSUs are nonvested and forfeitable as of the Grant Date. Subject to the satisfaction of the time-based vesting conditions under Section 3(a)(ii) hereof, and except as set forth in Sections 3(b) and 3(c) hereof, the PRSUs shall conditionally vest as follows:

(A)The PRSUs granted hereunder shall conditionally vest based on the Company’s achievement of the two performance metrics set forth on Exhibit “A” hereto with respect to the Company’s 2016 fiscal year (the “2016 Metrics”), each of which shall be weighted at 50%. Exhibit “A” is attached hereto, incorporated in, and made a part of this Agreement.

(B)For purposes of determining the number of PRSUs that vest in accordance with the foregoing provisions, the number of PRSUs that vest shall be determined based on the Company’s actual performance in the Company’s 2016 fiscal year as compared to the 2016 Metrics. A number of PRSUs equal to 100% of the PSRUs granted hereunder shall vest based on the achievement of Target level performance with respect to each of the two 2016 Metrics set forth on Exhibit “A”, a number of PSRUs equal to 50% of the PRSUs granted hereunder shall vest based on the achievement of the Threshold level of performance with respect to each of the two 2016 Metrics set forth on Exhibit “A”, and a number of PRSUs equal to 200% of the PSRUs granted hereunder shall vest based on the achievement of the Maximum level of performance with respect to each of the two 2016 Metrics shown on Exhibit “A” hereto. The determination of the actual performance against the 2016 Metrics shall be calculated separately for each of the 2016 Metrics. The number of PSRUs that vest for actual performance between Threshold and Target and/or Target and Maximum shall be calculated for each of the two 2016 Metrics shown on Exhibit “A” hereto using a straight line interpolation between (i) the Threshold and the Target, or (ii) the Target and the Maximum. The actual level of performance against the 2016 Metrics shall be calculated after the end of the Company’s 2016 fiscal year based on the Company’s performance. If the Company’s actual 2016 performance is below the Threshold level of performance with respect to both of the 2016 Metrics set forth on Exhibit “A”, no PRSUs will conditionally vest. PRSUs that do not become conditionally vested based on the foregoing criteria shall be immediately forfeited, effective as of December 31, 2016, without any further action of the Company whatsoever and without any consideration being paid therefor, and shall cease to be eligible to become fully vested in accordance with Sections 3(a)(ii), 3(b) and 3(c) hereof.

(ii)Time-Based Vesting. Subject to the satisfaction of the performance-based vesting conditions under Section 3(a)(i) hereof, and except as set forth in Sections 3(b) and (c) hereof, the aggregate number of PRSUs that conditionally vest pursuant to Section 3(a)(i)(A), shall vest in full on February 24, 2017, subject to the Participant’s continued employment with the Company or its Subsidiaries through such date.

There shall be no proportionate or partial vesting in the periods prior to the vesting date and all vesting shall occur only on the appropriate vesting date, subject to the Participant’s continued employment with the Company or its Subsidiaries on the vesting date. Subject to the provisions

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of Sections 3(b) and 3(c) hereof, PRSUs shall only become fully vested and payable hereunder to the extent that the vesting conditions contained in both of Section 3(a)(i) and Section 3(a)(ii) are satisfied.

(b)Certain Terminations. All unvested PRSUs shall immediately become vested upon a Termination due to (i) the Participant’s death, or (ii) the Participant’s Disability; provided further that if either event occurs: (i) before the end of the Company’s 2016 fiscal year, the number of unvested PRSUs that vest shall be 100% of the PSRUs granted hereunder, and (ii) after the end of the Company’s 2016 fiscal year, the number of unvested RSUs that vest shall be calculated based on the Company’s actual performance against the 2016 Metrics.

(c)Change in Control. Notwithstanding anything to the contrary set forth in Section  3(a) hereof, if, within thirty (30) days prior or twenty four (24) months following the completion of a Change in Control or at any time prior to a Change in Control at the request of a prospective purchaser whose proposed purchase would constitute a Change in Control upon its completion, the Company, or any of its Subsidiaries, terminates the Participant’s employment without Cause or the Participant terminates employment for Good Reason, all unvested PRSUs shall immediately become vested; provided further that if the Change of Control occurs: (i) before the end of the Company’s 2016 fiscal year, the number of unvested PRSUs that vest shall be 100% of the PSRUs granted hereunder, and (ii) after the end of the Company’s 2016 fiscal year, the number of unvested RSUs that vest shall be calculated based on the Company’s actual performance against the 2016 Metrics.

(d)Forfeiture. Subject to Section 3(b) and 3(c), all unvested PRSUs shall be immediately forfeited upon the Participant’s Termination for any reason.

(e)     Committee Discretion to Accelerate Vesting. Notwithstanding the foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of the PRSUs at any time and for any reason.

4.Delivery of Shares of Common Stock.

(a)General. Subject to Section 4(b) hereof and Section 14.16 of the Plan, the Company shall deliver to the Participant the aggregate shares of Common Stock underlying the outstanding PRSUs within thirty (30) days of the vesting date. In connection with the delivery of the shares of Common Stock pursuant to this Agreement, the Participant agrees to execute any documents reasonably requested by the Company. In no event shall a Participant be entitled to receive any shares of Common Stock with respect to any unvested or forfeited portion of the PRSUs.

(b)Blackout Periods. If the Participant is subject to any Company “blackout” policy or other trading restriction imposed by the Company on the date such distribution would otherwise be made pursuant to Section 4(a), the Company may elect to delay such distribution until the date the Participant is not subject to any such policy or restriction or such earlier or later date as required by applicable law.

(c)Deferrals. If permitted by the Company, the Participant may elect, subject to the terms and conditions of the Plan and any other applicable written plan or procedure adopted by the

3

Company from time to time for purposes of such election, to defer the distribution of all or any portion of the shares of Common Stock that would otherwise be distributed to the Participant hereunder (the “Deferred Shares”), consistent with the requirements of Section 409A of the Code. Upon the vesting of PRSUs that have been so deferred, the applicable number of Deferred Shares shall be credited to a bookkeeping account established on the Participant’s behalf (the “Account”). Subject to Section 6 below, the number of shares of Common Stock equal to the number of Deferred Shares credited to the Participant’s Account shall be distributed to the Participant in accordance with the terms and conditions of the Plan and the other applicable written plans or procedures of the Company, consistent with the requirements of Section 409A of the Code.

5.Dividends and Other Distributions. The Participant shall be entitled to receive all dividends and other distributions paid with respect to the shares of Common Stock underlying the PRSUs, provided that any such dividends or other distributions will be subject to the same vesting requirements as the underlying PRSUs and shall be paid at the time the shares of Common Stock are delivered pursuant to Section 4. If any dividends or distributions are paid in shares of Common Stock with respect to unvested shares, the shares of Common Stock shall be deposited with the Company and shall be subject to the same restrictions on transferability and forfeiture as the PRSUs with respect to which they were paid.

6.Forfeiture and Clawback. In the event the Company determines that the Participant has (i) materially violated any of the provisions set forth in Section 7 hereof and has failed to cure such violation within fifteen (15) days of written notice that is given within thirty (30) days of the Company becoming aware of such violation, or (ii) engaged in Detrimental Misconduct or Financial Misconduct, unless otherwise determined by the Company, the following shall result:

(a)any outstanding PRSUs, whether vested or unvested, shall immediately be terminated and forfeited for no consideration,

(b)if the shares of Common Stock subject to this PRSU Agreement have been distributed to the Participant and the Participant no longer holds some or all of such shares, the Participant shall repay to the Company, in cash, within five (5) business days after demand is made therefore by the Company (which must be made within thirty (30) days of such failure to cure), an amount equal to the sum of (I) the total amount of any cash previously paid to the Participant hereunder; and (II) the total amount of any value received by the Participant upon any disposition of any shares of Common Stock paid to the Participant hereunder; and

(c)if the shares of Common Stock subject to this PRSU Agreement have been distributed to the Participant and the Participant (or any transferee permitted pursuant to Section 8(b) hereof) continues to hold some or all of such shares of Common Stock, the Participant or such transferee shall forfeit and transfer to the Company for no consideration such shares. If the Participant or such transferee fails to deliver all or any of the shares of Common Stock upon the Company’s demand, then the Secretary of the Company shall be authorized to effect the Company’s repurchase of such shares of Common Stock on the Company’s books and records, without further notice with zero value being paid to the Participant.

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7.Restrictive Covenants. As a condition to the receipt of the PRSUs and/or the delivery of shares of Common Stock hereunder, the Participant agrees as follows:

(a)Confidentiality, Non-Disclosure and Non-Competition Agreement. The Company and the Participant acknowledge and agree that during the Participant's employment with the Company, the Participant will have access to and may assist in developing Confidential Information and will occupy a position of trust and confidence with respect to the affairs and business of the Company and its Affiliates. The Participant agrees that the obligations set forth in this Section 7 are necessary to preserve the confidential and proprietary nature of Confidential Information and to protect the Company and its Affiliates against harmful solicitation of employees and customers, harmful competition and other actions by the Participant that would result in serious adverse consequences for the Company and its Affiliates.

(b)Non-Disclosure. During and after the Participant's employment with the Company, the Participant will not use, disclose, copy or transfer any Confidential Information other than as authorized in writing by the Company or within the scope of the Participant's duties with the Company as determined reasonably and in good faith by the Participant. Anything herein to the contrary notwithstanding, the provisions of this Section 7(b) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Participant to disclose or make accessible any information; provided that prior to any such disclosure the Participant shall provide the Company with reasonable notice of the requirements to disclose and an opportunity to object to such disclosure and the Participant shall cooperate with the Company in filing such objection; or (ii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to the Participant's violation of this Section 7(b).

(c)Materials. The Participant will use Confidential Information only for normal and customary use in the Company's business, as determined reasonably and in good faith by the Company. The Participant will return to the Company all Confidential Information and copies thereof and all other property of the Company or any of its Affiliates at any time upon the request of the Company and in any event immediately after termination of Participant's employment. The Participant agrees to identify and return to the Company any copies of any Confidential Information after the Participant ceases to be employed by the Company. Anything to the contrary notwithstanding, nothing in this Section 7 shall prevent the Participant from retaining a home computer (provided all Confidential Information has been removed), papers and other materials of a personal nature, including diaries, calendars and Rolodexes, information relating to his/her compensation or relating to reimbursement of expenses, information that may be needed for tax purposes, and copies of plans, programs and agreements relating to his/her employment.

(d)No Solicitation or Hiring of Employees. During the Non-Compete Period, the Participant shall not solicit, entice, persuade or induce any individual who is employed by the Company or its Affiliates (or who was so employed within twelve (12) months prior to the Participant's action) to terminate or refrain from continuing such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Company or its Affiliates, and the Participant shall not hire, directly or indirectly, for himself or

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any other person, as an employee, consultant or otherwise, any such person. Anything to the contrary notwithstanding, the Company agrees that (i) the Participant's responding to an unsolicited request from any former employee of the Company for advice on employment matters and (ii) the Participant's responding to an unsolicited request for an employment reference regarding any former employee of the Company from such former employee, or from a third party, by providing a reference setting forth his/her personal views about such former employee, shall not be deemed a violation of this Section 7(d); in each case, to the extent the Participant does not encourage the former employee to become employed by a company or business that employs the Participant or with which the Participant is otherwise associated (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor, director or otherwise).

(e)Non-Competition.

(i)During the Non-Compete Period, the Participant shall not, directly or indirectly, (A) solicit, service, or assist any other individual, person, firm or other entity in soliciting or servicing any Customer for the purpose of providing and/or selling any products that are provided and/or sold by the Company or its Subsidiaries, or performing any services that are performed by the Company or its Subsidiaries, (B) interfere with or damage (or attempt to interfere with or damage) any relationship and/or agreement between the Company or its Subsidiaries and any Customer or (C) associate (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor, director or otherwise) with any Competitive Enterprise; provided, however, that Participant may own, as a passive investor, securities of any such entity that has outstanding publicly traded securities so long as his/her direct holdings in any such entity shall not in the aggregate constitute more than 1% of the voting power of such entity. The Participant agrees that, before providing services, whether as an employee or consultant, to any entity during the Non-Compete Period, he/she will provide a copy of this Agreement to such entity, and such entity shall acknowledge to the Company in writing that it has read this Agreement. The Participant acknowledges that this covenant has a unique, very substantial and immeasurable value to the Company, that the Participant has sufficient assets and skills to provide a livelihood for the Participant while such covenant remains in force and that, as a result of the foregoing, in the event that the Participant breaches such covenant, monetary damages would be an insufficient remedy for the Company and equitable enforcement of the covenant would be proper.

(ii)If the restrictions contained in Section 7(e)(i) shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, Section 7(e)(i) shall be modified to be effective for the maximum period of time for which it may be enforceable and over the maximum geographical area as to which it may be enforceable and to the maximum extent in all other respects as to which it may be enforceable.

(f)Conflicting Obligations and Rights. The Participant agrees to inform the Company of any apparent conflicts between the Participant's work for the Company and any obligations the Participant may have to preserve the confidentiality of another's proprietary

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information or related materials before using the same on the Company's behalf. The Company shall receive such disclosures in confidence and consistent with the objectives of avoiding any conflict of obligations and rights or the appearance of any conflict of interest.

(g)Enforcement. The Participant acknowledges that in the event of any breach or threatened breach of this Section 7, the business interests of the Company and its Affiliates will be irreparably injured, the full extent of the damages to the Company and its Affiliates will be impossible to ascertain, monetary damages will not be an adequate remedy for the Company and its Affiliates, and the Company will be entitled to enforce this Agreement by a temporary, preliminary and/or permanent injunction or other equitable relief, without the necessity of posting bond or security, which the Participant expressly waives. The Participant understands that the Company may waive some of the requirements expressed in this Agreement, but that, for such a waiver to be effective, it must be made in writing and should not in any way be deemed a waiver of the Company's right to enforce any other requirements or provisions of this Agreement. The Participant agrees that each of the Participant's obligations specified in this Agreement is a separate and independent covenant and that the unenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement.

8.Non‑transferability.

(a)Restriction on Transfers. Except as provided in Section 8(b)below, all PRSUs, and any rights or interests therein, (i) shall not be sold, exchanged, transferred, assigned or otherwise disposed of in any way at any time by the Participant (or any beneficiary(ies) of the Participant), other than by testamentary disposition by the Participant or by the laws of descent and distribution, (ii) shall not be pledged or encumbered in any way at any time by the Participant (or any beneficiary(ies) of the Participant) and (iii) shall not be subject to execution, attachment or similar legal process. Any attempt to sell, exchange, pledge, transfer, assign, encumber or otherwise dispose of these PRSUs, or the levy of any execution, attachment or similar legal process upon PRSUs contrary to the terms of this Agreement and/or the Plan shall be null and void and without legal force or effect.

(b)Permissible Transfers. During the Participant’s lifetime, the Participant may, with the consent of the Committee, transfer without consideration all or any portion of PRSUs granted under this Agreement to one or more Family Members, to a trust established for the exclusive benefit of one or more Family Members, to a partnership in which all the partners are Family Members, or to a limited liability company in which all the members are Family Members.

9.Entire Agreement; Amendment. This Agreement, together with the Plan contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.

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10.Acknowledgment of Employee. This award of PRSUs does not entitle Participant to any benefit other than that granted under this Agreement. Any benefits granted under this Agreement are not part of the Participant’s ordinary salary and shall not be considered as part of such salary in the event of severance, redundancy or resignation. Participant understands and accepts that the benefits granted under this Agreement are entirely at the discretion of the Company and that the Company retains the right to amend or terminate this Agreement and the Plan at any time, at its sole discretion and without notice.

11.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without reference to the principles of conflict of laws thereof.

12.Government Tax Withholding Obligations.

(a)General. As a condition to the (a) vesting of the PRSUs or (b) distribution of shares of Common Stock to the Participant, in both instances, the Participant shall be required to pay in cash, or to make other arrangements satisfactory to the Company, the minimum amount sufficient to satisfy any federal, provincial, state, local and foreign tax withholdings or other obligation of any kind (including, but not limited to, the Participant’s FICA and SDI obligations) that the Company, in its sole discretion, deems necessary to comply with the Code and/or any other applicable law, rule or regulation with respect to the PRSUs (the “Withholdings”). Unless payment of the Withholdings, are made by the Participant pursuant to the previous sentence, the PRSUs shall either not vest or the Company shall have no obligation to deliver or issue a certficiate or book-entry transfer for such shares of Common Stock. At the Company’s sole discretion, the Company can mandate that the Participant satisfy all or part of its obligations to pay the Withholdings by the sale of shares of Common Stock through a broker designated by the Company, and require that the proceeds of the sale be conveyed by the broker directly to the Company.  If the Company makes this election, the Company in its sole discretion can further require the Participant to enter into a trading plan designed to be compliant with Rule 10b5-1 under the Securities Exchange Act of 1934 so as to permit the sale of such shares of Common Stock during periods where trading by the Participant would otherwise be restricted.

13. No Right to Employment. Any questions as to whether and when there has been a termination of such employment and the cause of such termination shall be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere with or limit in any way the right of the Company to terminate the Participant’s employment or service at any time, for any reason and with or without cause.

14. Notices. Any notice that may be required or permitted under this Agreement shall be in writing and shall be delivered in person or via facsimile transmission, overnight courier service or certified mail, return receipt requested, postage prepaid, properly addressed as follows:

(a)If such notice is to the Company, to the attention of the General Counsel of the Company or at such other address as the Company, by notice to the Participant, shall designate in writing from time to time.

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(b)If such notice is to the Participant, at his/her address as shown on the Company’s records, or at such other address as the Participant, by notice to the Company, shall designate in writing from time to time.

15.Transfer of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to the PRSUs awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.

16.Compliance with Laws. This issuance of PRSUs (and the shares of Common Stock underlying the PRSUs) pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act and the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue PRSUs or any of the shares of Common Stock pursuant to this Agreement if any such issuance would violate any such requirements.

17. Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except as provided by Section 8 hereof) any part of this Agreement without the prior express written consent of the Company.

18.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

19.Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

20.Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.

21.Severability. The invalidity or unenforceability of any provisions of this Agreement, including, without limitation Section 7, in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

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22. Compensatory Arrangements; Rule 701 Exemption. The Company and the Participant hereby acknowledge and agree that this Agreement has been executed and delivered, and PRSUs, and the Shares delivered upon settlement, have been issued hereunder, in connection with and as a part of the compensation and incentive arrangements between the Company and its Subsidiaries, on the one hand, and the Participant, on the other hand. Each of the PRSUs granted hereunder, and the Shares delivered upon settlement, is intended to qualify for an exemption from the registration requirements under the Securities Act, and under similar exemptions pursuant to Rule 701 under applicable state securities laws (collectively, the “Exemption”). In the event that any provision of this Agreement would cause the PRSUs granted hereunder, or the Shares delivered upon settlement, not to qualify for the Exemption or any other applicable exemption from registration under the Securities Act, the Participant and the Company agree that this Agreement shall be deemed automatically amended to the extent necessary to cause the RSUs, and the Shares delivered upon settlement, to qualify for the Exemption.

23. Definitions. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. For purposes of this Agreement, the following words and phrases shall have the following meanings, unless a different meaning is plainly required by the context:

(a) “Competitive Enterprise” means a business enterprise that engages in, or owns or controls a significant interest in any entity that engages in the sale or manufacture of entryway doors or door components or other products that are manufactured and sold by the Company and its Subsidiaries, during the time the Participant was employed by the Company or its Subsidiaries, and does business (the “Company’s Business”)(a) in the United States of America, (b) Canada or (c) any other country where the Company or its Subsidiaries operates facilities or sells products, but only if the Participant had operational, financial reporting, marketing or other responsibility or oversight for the facility or business in the respective country. Notwithstanding the foregoing, in the event that a business enterprise has one or more lines of business that do not involve the Company’s Business, the Participant shall be permitted to associate with such business enterprise if, and only if, the Participant does not participate in or have supervisory authority with respect to any line of business involving the Company’s Business.

(b)“Confidential Information” means all non-public information concerning trade secrets, know-how, software, developments, inventions, processes, technology, designs, financial data, strategic business plans or any proprietary or confidential information, documents or materials in any form or media, including any of the foregoing relating to research, operations, finances, current and proposed products and services, vendors, customers, advertising and marketing, and other non-public, proprietary, and confidential information of the Company or its Affiliates. Notwithstanding anything to the contrary contained herein, the general skills, knowledge and experience gained during the Participant's employment with the Company, information publicly available or generally known within the industry or trade in which the Company competes and information or knowledge possessed by the Participant prior to his/her employment by the Company shall not be considered Confidential Information.

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(c)“Customer” means any person, firm, corporation or other entity whatsoever to whom the Company or its Subsidiaries provided services or sold any products to within a twelve (12) month period on, before or after the Participant’s date of Termination.

(d) “Detrimental Misconduct” means (i) conduct which is injurious to the Company or its business or reputation, involving a material breach of Company policy, or applicable laws or regulations to which the Participant is subject, or an agreement between the Company and the Participant, or (ii) any other action (or failure to act) involving illegal acts, theft, fraud, intentional misconduct, or gross negligence on the part of the Participant, related to his or her position with the Company.

(e) “Financial Misconduct” means fraud, gross negligence or intentional or willful misconduct that contributes, directly or indirectly, to the Company’s financial or operational results that are used to determine the extent to which any award or cash or stock under the Plan being misstated, regardless of whether the Company is required to prepare an accounting restatement of its consolidated financial statements, which his discovered during the relevant year in which such award is awarded or payable or within three years thereafter.

(a)“Good Reason” means (i) in the event the Participant is a party to an Employment Agreement between the Participant and the Company or its Subsidiaries on the Grant Date (the “Employment Agreement”), “Good Reason” as defined under the Employment Agreement as in effect on the Grant Date; or (ii) in the event the Participant is not a party to an Employment Agreement as in effect on the Grant Date, “Good Reason” shall mean “Good Reason” as determined by the Committee, in its sole discretion.

(b)“Non-Compete Period” means, (i) in the event the Participant is a party to an employment agreement between the Participant and the Company or a subsidiary of the Company on the Grant Date (the “Employment Agreement”), the period during which the Participant is subject to the non-competition covenant set forth in the Employment Agreement or, (ii) if the Employment Agreement is not in effect on the Participant’s date of Termination or if the Participant is not a party to the Employment Agreement or such Employment Agreement does not contain a non-competition covenant, “Non-Compete Period” shall mean the period commencing on the Grant Date and ending twelve (12) months after the Participant's date of Termination or, (iii) if after Termination of employment, the Participant enters into a consulting agreement the “Non-Compete Period” shall mean the period commencing on the Grant Date and ending twelve (12) months after the termination of the consulting arrangement unless the consulting agreement specifies a different time period.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

MASONITE INTERNATIONAL CORPORATION

By:__________________________________

Name: Frederick J. Lynch

Title: President and Chief Executive Officer

PARTICIPANT

Name:

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EX-21.1

Exhibit 21.1

MASONITE INTERNATIONAL CORPORATION

SUBSIDIARY LIST OF AS OF FEBRUARY 26, 2015

Austria

Masonite Austria GmbH

Canada

0993477 B.C. Unlimited Liability Company

Crown Door Corp. (Ontario)

Sacopan, Inc. (Quebec)

Chile

Masonite Chile Holdings

Masonite Chile S.A.

China

Masonite (Shanghai) Trading Company Limited

Cyprus

Liora Enterprises Limited

Czech Republic

Masonite CZ spol S.R.O.

France

Premdor S.A.S.

Ekem S.A.S.

Fonmarty & Fils Techni-Bois S.A.A.

Magri S.A.S.

Monnerie S.A.S.

Batimetal S.A.S.

Establissements Rabillon Et Cie S.A.

Reseau Bois S.A.R.L.

India

Masonite Doors Private Ltd.

Israel

Open Gallery Ltd. (f/k/a Masonite Israel)

Premdor Ltd.

Ireland

Masonite Ireland

Masonite Europe

Masonite Components

Luxembourg

Masonite Luxembourg S.A.

Malaysia

Magna Foremost Sdn Bhd

Mexico

Masonite Mexico S.A. de C.V.

Netherlands

Premdor Karmiel Holdings B.V.

Poland

Masonite PL Sp. z.o.o.

South Africa

Masonite (Africa) Limited

United Kingdom

Door-Stop International Limited

Masonite Europe Limited

Premdor Crosby Limited

Premdor U.K. Holdings Limited

United States

California

Eger Properties

Delaware

Masonite Corporation

(d/b/a Algoma Hardwoods)

(d/b/a Birchwood Lumber & Veneer)

(d/b/a Bolection Door)

(d/b/a Lemieux Doors Corp.)

(d/b/a Marshfield Doorsystems)

(d/b/a Mohawk Flush Doors)

Florida

Florida Made Door Co.

(d/b/a Sierra Lumber)

Door Installation Specialist Corporation

North Dakota

Masonite Primeboard, Inc.

Oklahoma

Dominance Industries, Inc.

* Excludes certain non-significant subsidiaries that are either discontinued or immaterial.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statement Nos. 333-191105 and 333-196894 on Form S-8 of our report dated February 26, 2015, relating to the consolidated financial statements of Masonite International Corporation, and the effectiveness of Masonite International Corporation's internal control over financial reporting, appearing in this Annual Report on Form 10-K of Masonite International Corporation for the year ended December 28, 2014.

/s/ DELOITTE & TOUCHE LLP

Tampa, Florida

February 26, 2015

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Frederick J. Lynch, certify that:

1. I have reviewed this Annual Report on Form 10-K for the year ended December 28, 2014, of Masonite International Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date:	February 26, 2015
/s/	Frederick J. Lynch
	Frederick J. Lynch
	President and Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Mark J. Erceg, certify that:

1. I have reviewed this Annual Report on Form 10-K for the year ended December 28, 2014, of Masonite International Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date:	February 26, 2015
/s/	Mark J. Erceg
	Mark J. Erceg
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

Exhibit 32.1

MASONITE INTERNATIONAL CORPORATION

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and 18 U.S.C. Section 1350, the undersigned officer of Masonite International Corporation (the "Company") hereby certifies that the Company's Annual Report on Form 10-K for the year ended December 28, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	February 26, 2015
/s/	Frederick J. Lynch
	Frederick J. Lynch
	President and Chief Executive Officer
	(Principal Executive Officer)

EX-32.2

Exhibit 32.2

MASONITE INTERNATIONAL CORPORATION

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and 18 U.S.C. Section 1350, the undersigned officer of Masonite International Corporation (the "Company") hereby certifies that the Company's Annual Report on Form 10-K for the year ended December 28, 2014 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	February 26, 2015
/s/	Mark J. Erceg
	Mark J. Erceg
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)

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Income Taxes (Tables)

12 Months Ended

Dec. 28, 2014

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

For financial reporting purposes, income before income taxes includes the following components:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Income (loss) from continuing operations before income tax expense (benefit):
Canada	$	(32,093	)	$	(12,976	)	$	(27,444	)
Foreign	3,138			(16,763		)	(7,723		)
Total income (loss) from continuing operations before income tax expense (benefit):	$	(28,955	)	$	(29,739	)	$	(35,167	)

Income tax expense (benefit) for income taxes

Income tax expense (benefit) consists of the following:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Current income tax expense (benefit):
Canada	$	4,458		$	4,160		$	2,050
Foreign	2,045			(2,360		)	202
Total current income tax expense (benefit):	6,503			1,800			2,252
Deferred income tax expense (benefit):
Canada	1,345			(9,354		)	(3,892		)
Foreign	(3,315		)	(13,823		)	(11,725		)
Total deferred income tax expense (benefit)	(1,970		)	(23,177		)	(15,617		)
Income tax expense (benefit)	$	4,533		$	(21,377	)	$	(13,365	)

Schedule of Effective Income Tax Rate Reconciliation

A summary of the differences between expected income tax expense (benefit) calculated at the Canadian statutory rate and the reported consolidated income tax expense (benefit) follows:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Income tax expense (benefit) computed at statutory income tax rate	$	(7,679	)	$	(7,842	)	$	(9,095	)
Foreign rate differential	248			(2,586		)	(3,304		)
Permanent differences	(1,314		)	698			2,158
Deconsolidation	(1,679		)	—			—
Income attributable to a permanent establishment	1,623			(794		)	—
Change in valuation allowance	23,352			(6,251		)	6,872
Tax exempt income	(9,643		)	(9,168		)	(7,492		)
Non-deductible stock compensation	270			919			1,651
Unrealized foreign exchange gains (losses)	(573		)	(2,001		)	57
Unrecognized tax benefits	104			(3,851		)	(2,742		)
Functional currency adjustments	1,055			2,840			(377		)
Change in rate of deferred taxes	(787		)	2,874			(1,083		)
Impact of Canadian tax legislation	(900		)	2,657			—
Other	456			1,128			(10		)
Income tax expense (benefit)	$	4,533		$	(21,377	)	$	(13,365	)

Schedule of Deferred Tax Assets and Liabilities

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below:

(In thousands)	December 28, 2014			December 29, 2013
Deferred income tax assets:
Non-capital loss carryforwards	$	65,497		$	62,641
Capital loss carryforwards	3,678			—
Deferred interest expense	22,008			22,632
Pension and post-retirement liability	13,914			12,519
Amounts currently not deductible for tax purposes	17,751			18,778
Unrealized foreign exchange loss (gain)	2,747			82
Other	6,429			7,133
Total deferred income tax assets	132,024			123,785
Valuation allowance	(35,766		)	(16,949		)
Total deferred income tax assets, net of valuation allowance	96,258			106,836
Deferred income tax liabilities:
Plant and equipment	(98,890		)	(110,740		)
Intangibles	(46,626		)	(47,345		)
Basis difference in subsidiaries	(8,708		)	(8,260		)
Other	(8,348		)	(8,211		)
Total deferred income tax liabilities	(162,572		)	(174,556		)
Net deferred income tax asset (liability)	$	(66,313	)	$	(67,720	)

Summary of Valuation Allowance

The following is a rollforward of the valuation allowance for deferred tax assets:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Balance at beginning of period	$	16,949		$	24,260		$	11,312
Additions charged to expense and other	33,678			4,167			15,421
Deductions	(14,861		)	(11,478		)	(2,473		)
Balance at end of period	$	35,766		$	16,949		$	24,260

Summary of Operating Loss Carryforwards

We can apply these losses against future taxable income as follows:

(In thousands)	Canada		United States		Other Foreign		Total
2015-2022	$	—	$	—	$	7,862	$	7,862
2023-2042	97,414		82,759		6,305		186,478
Indefinitely	—		—		61,923		61,923
Total tax losses carried forward	$	97,414	$	82,759	$	76,090	$	256,263

Schedule of Unrecognized Tax Benefits Roll Forward

The changes to our gross unrecognized tax benefits were as follows:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Unrecognized tax benefit at beginning of period	$	3,917		$	5,547		$	6,407
Gross increases in tax positions in current period	—			—			—
Gross decreases in tax positions in prior period	(229		)	(1,476		)	(1,050		)
Gross increases in tax positions in prior period	152			—			—
Settlements	—			—			—
Lapse of statute of limitations	(147		)	(154		)	(953		)
Uncertainties arising from business combinations	—			—			1,131
Cumulative translation adjustment	—			—			12
Unrecognized tax benefit at end of period	$	3,693		$	3,917		$	5,547

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Goodwill and Intangible Assets (Cost and Accumulated Amortized Values) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	$ 174,300	$ 149,068
Finite-lived intangible assets, accumulated amortization	74,009	54,403
Finite-lived intangible assets, translation adjustment	(4,031)	(1,654)
Finite-lived intangible assets, net	96,260	93,011
Total intangible assets, gross	285,353	258,857
Total intangible assets, translation adjustment	(7,972)	(740)
Total intangible assets, net	203,372	203,714	219,624
Customer Relationships
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	107,381	82,333
Finite-lived intangible assets, accumulated amortization	33,181	21,171
Finite-lived intangible assets, translation adjustment	(2,360)	(675)
Finite-lived intangible assets, net	71,840	60,487	70,791
Patents
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	28,630	27,546
Finite-lived intangible assets, accumulated amortization	14,696	12,105
Finite-lived intangible assets, translation adjustment	(308)	154
Finite-lived intangible assets, net	13,626	15,595	16,904
Software
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	28,832	27,266
Finite-lived intangible assets, accumulated amortization	19,322	15,670
Finite-lived intangible assets, translation adjustment	63	299
Finite-lived intangible assets, net	9,573	11,895	13,738
Other
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	9,457	11,923
Finite-lived intangible assets, accumulated amortization	6,810	5,457
Finite-lived intangible assets, translation adjustment	(1,426)	(1,432)
Finite-lived intangible assets, net	1,221	5,034	7,013
Trademarks and Trade Names
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets, gross	111,053	109,789
Indefinite-lived intangible assets, net	107,112	110,703	111,178
Total intangible assets, translation adjustment	$ (3,941)	$ 914

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Acquisitions (Narrative) (Details) (USD $)	12 Months Ended			0 Months Ended
	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012	Dec. 01, 2014	Feb. 24, 2014	Jul. 09, 2013	Aug. 01, 2012	Apr. 20, 2012	Mar. 26, 2012
Business Acquisition [Line Items]
Cash consideration, net of cash acquired	$ 54,256,000	$ 15,376,000	$ 88,354,000
Harring Doors
Business Acquisition [Line Items]
Cash consideration, net of cash acquired				3,901,000
Acquired equity interests, percent				100.00%
Goodwill				1,951,000
Gross contractual value of acquired trade receivables				1,200,000
Door-Stop
Business Acquisition [Line Items]
Cash consideration, net of cash acquired					50,355,000
Acquired equity interests, percent					100.00%
Goodwill					20,359,000
Gross contractual value of acquired trade receivables					2,800,000
Masisa
Business Acquisition [Line Items]
Goodwill						316,000
Cash consideration						12,226,000
Lemieux
Business Acquisition [Line Items]
Cash consideration, net of cash acquired							22,067,000
Acquired equity interests, percent							100.00%
Goodwill							397,000
Gross contractual value of acquired trade receivables							5,100,000
Algoma
Business Acquisition [Line Items]
Cash consideration, net of cash acquired								55,633,000
Acquired equity interests, percent								100.00%
Goodwill								20,049,000
Gross contractual value of acquired trade receivables									9,000,000
Baillargeon
Business Acquisition [Line Items]
Cash consideration, net of cash acquired									9,943,000
Acquired equity interests, percent									100.00%
Goodwill									1,113,000
Gross contractual value of acquired trade receivables								$ 3,100,000
Customer Relationships | Door-Stop
Business Acquisition [Line Items]
Amortization period for acquired customer relationships					9 years 10 months 29 days
Customer Relationships | Lemieux and Algoma
Business Acquisition [Line Items]
Amortization period for acquired customer relationships			7 years 9 months 22 days

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Employee Future Benefits (Allocation of Plan Assets) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
United States Defined Benefit Plan
Defined Benefit Plan Disclosure [Line Items]
Allocation of plan assets	$ 90,724	$ 84,501	$ 74,531
Allocation of plan assets, percent	100.00%	100.00%
United States Defined Benefit Plan | Equity securities
Defined Benefit Plan Disclosure [Line Items]
Allocation of plan assets	54,434	51,715
Allocation of plan assets, percent	60.00%	61.20%
Target plan asset allocations, percent	60.00%
United States Defined Benefit Plan | Debt securities
Defined Benefit Plan Disclosure [Line Items]
Allocation of plan assets	35,382	31,519
Allocation of plan assets, percent	39.00%	37.30%
Target plan asset allocations, percent	38.00%
United States Defined Benefit Plan | Other
Defined Benefit Plan Disclosure [Line Items]
Allocation of plan assets	908	1,267
Allocation of plan assets, percent	1.00%	1.50%
Target plan asset allocations, percent	2.00%
United Kingdom Defined Benefit Plan
Defined Benefit Plan Disclosure [Line Items]
Allocation of plan assets	23,089	22,239	20,143
Allocation of plan assets, percent	100.00%	100.00%
United Kingdom Defined Benefit Plan | Equity securities
Defined Benefit Plan Disclosure [Line Items]
Allocation of plan assets	10,784	11,172
Allocation of plan assets, percent	46.70%	50.20%
Target plan asset allocations, percent	50.00%
United Kingdom Defined Benefit Plan | Debt securities
Defined Benefit Plan Disclosure [Line Items]
Allocation of plan assets	12,238	10,824
Allocation of plan assets, percent	53.00%	48.70%
Target plan asset allocations, percent	50.00%
United Kingdom Defined Benefit Plan | Other
Defined Benefit Plan Disclosure [Line Items]
Allocation of plan assets	$ 67	$ 243
Allocation of plan assets, percent	0.30%	1.10%

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Goodwill and Intangible Assets (Estimated Future Amortization of Intangible Assets) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 28, 2014
Goodwill and Intangible Assets Disclosure [Abstract]
2015	$ 18,703
2016	17,335
2017	15,239
2018	12,008
2019	$ 11,617

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Asset Impairment (Details) (USD $)	3 Months Ended								12 Months Ended
	Dec. 28, 2014	Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Dec. 29, 2013	Sep. 29, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset impairment	$ 18,202,000	$ 0	$ 0	$ 0	$ 0	$ 0	$ 1,904,000	$ 0	$ 18,202,000	$ 1,904,000	$ 1,350,000
Impairment of Property Plant and Equipment									15,000,000
Impairment of Intangible Assets, Definite-lived									3,154,000
Europe, Asia and Latin America
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of asset groups with significant reduction in expected future cash flows	3
Number of asset groups expected to have no future cash flow	2
Asset impairment due to foreign currency exchange fluctuation	200,000
Europe, Asia and Latin America | Asset Groups One and Two | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of asset group based on estimated discounted future cash flows, including salvage values or market values	0
Europe, Asia and Latin America | Asset Group Three | Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of asset group based on estimated discounted future cash flows, including salvage values or market values	1,000,000
Carrying Value | Europe, Asia and Latin America | Asset Group One
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-lived assets	4,000,000								4,000,000
Carrying Value | Europe, Asia and Latin America | Asset Group Two
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-lived assets	2,000,000								2,000,000
Carrying Value | Europe, Asia and Latin America | Asset Group Three
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-lived assets	$ 12,000,000								$ 12,000,000

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Business Overview and Significant Accounting Policies (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 28, 2014 Country facility	Dec. 29, 2013	Dec. 30, 2012
Property, Plant and Equipment [Line Items]
Manufacturing locations	63
Number of countries	10
Advertising costs	$ 7.7	$ 6.3	$ 6.1
Research and development costs	$ 6.1	$ 4.1	$ 4.6
Building | Minimum
Property, Plant and Equipment [Line Items]
Useful lives of property, plant and equipment	20 years
Building | Maximum
Property, Plant and Equipment [Line Items]
Useful lives of property, plant and equipment	40 years
Tooling | Minimum
Property, Plant and Equipment [Line Items]
Useful lives of property, plant and equipment	10 years
Tooling | Maximum
Property, Plant and Equipment [Line Items]
Useful lives of property, plant and equipment	25 years
Machinery and Equipment | Minimum
Property, Plant and Equipment [Line Items]
Useful lives of property, plant and equipment	5 years
Machinery and Equipment | Maximum
Property, Plant and Equipment [Line Items]
Useful lives of property, plant and equipment	25 years
Molds and Dies | Minimum
Property, Plant and Equipment [Line Items]
Useful lives of property, plant and equipment	12 years
Molds and Dies | Maximum
Property, Plant and Equipment [Line Items]
Useful lives of property, plant and equipment	25 years
Office Equipment, Fixtures and Fittings | Minimum
Property, Plant and Equipment [Line Items]
Useful lives of property, plant and equipment	3 years
Office Equipment, Fixtures and Fittings | Maximum
Property, Plant and Equipment [Line Items]
Useful lives of property, plant and equipment	12 years
Customer Relationships | Maximum
Property, Plant and Equipment [Line Items]
Useful lives of finite-lived intangible assets	10 years
Patents | Maximum
Property, Plant and Equipment [Line Items]
Useful lives of finite-lived intangible assets	17 years
System Software Development | Maximum
Property, Plant and Equipment [Line Items]
Useful lives of finite-lived intangible assets	5 years

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Property, Plant and Equipment (Tables)

12 Months Ended

Dec. 28, 2014

Property, Plant and Equipment [Abstract]

Amounts of property, plant, and equipment

The carrying amounts of our property, plant and equipment and accumulated depreciation were as follows as of the dates indicated:

(In thousands)	December 28, 2014			December 29, 2013
Land	$	44,971		$	50,190
Buildings	170,344			192,782
Machinery and equipment	530,599			559,776
Property, plant and equipment, gross	745,914			802,748
Accumulated depreciation	(169,680		)	(172,469		)
Property, plant and equipment, net	$	576,234		$	630,279

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Income Taxes (Income From Continuing Operations Before Tax) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 28, 2014	Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Dec. 29, 2013	Sep. 29, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Income Tax Disclosure [Abstract]
Canada									$ (32,093)	$ (12,976)	$ (27,444)
Foreign									3,138	(16,763)	(7,723)
Income (loss) from continuing operations before income tax expense (benefit)	$ (13,318)	$ (7,581)	$ 7,628	$ (15,684)	$ (20,921)	$ (1,757)	$ (970)	$ (6,091)	$ (28,955)	$ (29,739)	$ (35,167)

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Commitments and Contingencies (Details) (USD $) In Thousands, unless otherwise specified	Dec. 28, 2014
Commitments and Contingencies Disclosure [Abstract]
2015	$ 16,882
2016	12,776
2017	10,459
2018	9,681
2019	9,019
Thereafter	62,509
Total, operating leases, future minimum payments due	$ 121,326

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Segment Information (Net Sales) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 28, 2014	Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Dec. 29, 2013	Sep. 29, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Segment Reporting Information [Line Items]
Net sales	$ 448,940	$ 476,124	$ 490,176	$ 422,460	$ 420,475	$ 433,051	$ 453,093	$ 424,524	$ 1,837,700	$ 1,731,143	$ 1,676,005
The Home Depot, Inc.
Segment Reporting Information [Line Items]
Net sales									308,600	278,400	265,900
UNITED STATES
Segment Reporting Information [Line Items]
Net sales									1,073,710	1,002,689	941,062
CANADA
Segment Reporting Information [Line Items]
Net sales									280,276	280,020	246,900
Other Countries
Segment Reporting Information [Line Items]
Net sales									483,714	448,434	488,043
Interior Products
Segment Reporting Information [Line Items]
Net sales									1,293,006	1,260,046	1,232,990
Exterior Products
Segment Reporting Information [Line Items]
Net sales									$ 544,694	$ 471,097	$ 443,015

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Accounts Receivable (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Allowance for Doubtful Accounts Receivable [Roll Forward]
Balance at beginning of period	$ 3,764	$ 3,871	$ 2,510
Additions charged to expense	2,522	1,989	2,077
Deductions	(3,670)	(2,096)	(716)
Balance at end of period	$ 2,616	$ 3,764	$ 3,871
Accounts Receivable | Customer Concentration Risk
Accounts, Notes, Loans and Financing Receivable [Line Items]
Concentration risk, customers	10	10
Concentration risk, percent	48.80%	44.40%

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Restructuring Costs (Narrative) (Details) (USD $)	3 Months Ended								12 Months Ended
	Dec. 28, 2014	Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Dec. 29, 2013	Sep. 29, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	$ (57,000)	$ 9,913,000	$ 560,000	$ 721,000	$ 6,163,000	$ 1,265,000	$ 1,762,000	$ 1,440,000	$ 11,137,000	$ 10,630,000	$ 11,431,000
Asset impairment									19,605,000	3,271,000	2,614,000
Non-cash loss on deconsolidation									6,174,000	0	0
2014 Plan
Restructuring Cost and Reserve [Line Items]
Restructuring Charges									9,503,000	0	0
Europe, Asia and Latin America
Restructuring Cost and Reserve [Line Items]
Restructuring Charges									10,497,000	6,697,000	7,710,000
Europe, Asia and Latin America | 2014 Plan
Restructuring Cost and Reserve [Line Items]
Restructuring Charges									9,503,000	0	0
Asset impairment									1,400,000
Non-cash loss on deconsolidation									6,800,000
Restructuring, cash charges incurred									1,900,000
Gain recognized on translation adjustment									$ (600,000)

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Supplemental Cash Flow Information (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Transactions involving cash:
Interest paid	$ 41,719	$ 31,233	$ 30,695
Interest received	683	530	725
Income taxes paid	5,485	7,448	6,101
Income tax refunds	1,504	631	3,891
Non-cash transactions:
Property, plant and equipment additions in accounts payable	$ 3,630	$ 7,224	$ 1,635

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Income Taxes (Income Tax Rate Reconciliation) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 28, 2014	Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Dec. 29, 2013	Sep. 29, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Canadian federal statutory rate, (percent)									26.50%	26.40%	25.90%
Income tax expense (benefit) computed at statutory income tax rate									$ (7,679)	$ (7,842)	$ (9,095)
Reduction in rate of tax due to income earned in foreign jurisdictions									248	(2,586)	(3,304)
Permanent differences									(1,314)	698	2,158
Israel restructuring									(1,679)	0	0
Effective Income Tax Rate Reconciliation, Income Tax Expense (Benefit) Attributable to a Foreign Permanent Establishment									1,623	(794)	0
Change in valuation allowance									23,352	(6,251)	6,872
Tax exempt income									(9,643)	(9,168)	(7,492)
Non-deductible stock compensation									270	919	1,651
Unrealized foreign exchange gains (losses)									(573)	(2,001)	57
Uncertain tax benefits									104	(3,851)	(2,742)
Functional currency adjustments									1,055	2,840	(377)
Change in rate of deferred taxes									(787)	2,874	(1,083)
Impact of Canadian tax legislation									(900)	2,657	0
Other									456	1,128	(10)
Income tax expense (benefit)	$ 1,131	$ 2,004	$ 1,379	$ 19	$ (13,661)	$ (6,272)	$ (408)	$ (1,036)	$ 4,533	$ (21,377)	$ (13,365)

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Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 28, 2014	Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Dec. 29, 2013	Sep. 29, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Revenues from External Customers and Long-Lived Assets [Line Items]
Sales	$ 448,940	$ 476,124	$ 490,176	$ 422,460	$ 420,475	$ 433,051	$ 453,093	$ 424,524	$ 1,837,700	$ 1,731,143	$ 1,676,005
Adjusted EBITDA									137,087	105,877	97,261
Depreciation and Amortization									82,344	79,138	78,424
Interest expense (income), net	10,491	10,447	10,594	9,993	8,442	8,330	8,208	8,250	41,525	33,230	31,454
Income tax expense (benefit)	1,131	2,004	1,379	19	(13,661)	(6,272)	(408)	(1,036)	4,533	(21,377)	(13,365)
Operating Segments
Revenues from External Customers and Long-Lived Assets [Line Items]
Sales									1,862,973	1,746,597	1,692,544
Intersegment Eliminations
Revenues from External Customers and Long-Lived Assets [Line Items]
Sales									(25,273)	(15,454)	(16,539)
North America
Revenues from External Customers and Long-Lived Assets [Line Items]
Sales									1,396,031	1,321,638	1,224,051
Adjusted EBITDA									121,069	89,220	73,786
Depreciation and Amortization									56,535	58,230	54,452
Interest expense (income), net									69,559	63,003	60,939
Income tax expense (benefit)									6,034	(20,389)	(13,007)
North America | Operating Segments
Revenues from External Customers and Long-Lived Assets [Line Items]
Sales									1,396,844	1,322,365	1,225,420
North America | Intersegment Eliminations
Revenues from External Customers and Long-Lived Assets [Line Items]
Sales									(813)	(727)	(1,369)
Europe, Asia and Latin America
Revenues from External Customers and Long-Lived Assets [Line Items]
Sales									385,090	339,929	370,335
Adjusted EBITDA									15,755	11,121	17,060
Depreciation and Amortization									22,043	17,135	19,829
Interest expense (income), net									(28,202)	(29,911)	(29,422)
Income tax expense (benefit)									(40)	(1,507)	(828)
Europe, Asia and Latin America | Operating Segments
Revenues from External Customers and Long-Lived Assets [Line Items]
Sales									409,550	354,615	385,323
Europe, Asia and Latin America | Intersegment Eliminations
Revenues from External Customers and Long-Lived Assets [Line Items]
Sales									(24,460)	(14,686)	(14,988)
Africa
Revenues from External Customers and Long-Lived Assets [Line Items]
Sales									56,579	69,576	81,619
Adjusted EBITDA									263	5,536	6,415
Depreciation and Amortization									3,766	3,773	4,143
Interest expense (income), net									168	138	(63)
Income tax expense (benefit)									(1,461)	519	470
Africa | Operating Segments
Revenues from External Customers and Long-Lived Assets [Line Items]
Sales									56,579	69,617	81,801
Africa | Intersegment Eliminations
Revenues from External Customers and Long-Lived Assets [Line Items]
Sales									$ 0	$ (41)	$ (182)

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Restructuring Costs (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 28, 2014	Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Dec. 29, 2013	Sep. 29, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Restructuring Reserve [Roll Forward]
Restructuring reserve				$ 4,409				$ 4,568	$ 4,409	$ 4,568	$ 3,531
Restructuring Charges	(57)	9,913	560	721	6,163	1,265	1,762	1,440	11,137	10,630	11,431
Payments									5,636	9,422	9,130
Non-Cash Items									7,577	1,367	1,264
Restructuring reserve	2,333				4,409				2,333	4,409	4,568
Severance
Restructuring Reserve [Roll Forward]
Restructuring Charges									214	5,278	6,468
Closure Costs
Restructuring Reserve [Roll Forward]
Restructuring Charges									10,923	5,352	4,963
2014 Plan
Restructuring Reserve [Roll Forward]
Restructuring reserve				0					0
Restructuring Charges									9,503	0	0
Payments									1,087
Non-Cash Items									7,577
Restructuring reserve	839				0				839	0
2014 Plan | Severance
Restructuring Reserve [Roll Forward]
Restructuring Charges									0
2014 Plan | Closure Costs
Restructuring Reserve [Roll Forward]
Restructuring Charges									9,503
2013 Plan
Restructuring Reserve [Roll Forward]
Restructuring reserve				2,348				0	2,348	0
Restructuring Charges									1,204	6,558	0
Payments									3,211	2,843
Non-Cash Items									0	1,367
Restructuring reserve	341				2,348				341	2,348	0
2013 Plan | Severance
Restructuring Reserve [Roll Forward]
Restructuring Charges									(22)	4,901
2013 Plan | Closure Costs
Restructuring Reserve [Roll Forward]
Restructuring Charges									1,226	1,657
2012 Plan
Restructuring Reserve [Roll Forward]
Restructuring reserve				714				2,893	714	2,893	0
Restructuring Charges									430	3,224	11,129
Payments									810	5,403	6,972
Non-Cash Items									0	0	1,264
Restructuring reserve	334				714				334	714	2,893
2012 Plan | Severance
Restructuring Reserve [Roll Forward]
Restructuring Charges									236	377	6,115
2012 Plan | Closure Costs
Restructuring Reserve [Roll Forward]
Restructuring Charges									194	2,847	5,014
2011 Plan
Restructuring Reserve [Roll Forward]
Restructuring reserve								0		0	401
Restructuring Charges									0	0	302
Payments											703
Non-Cash Items											0
Restructuring reserve											0
2011 Plan | Severance
Restructuring Reserve [Roll Forward]
Restructuring Charges											353
2011 Plan | Closure Costs
Restructuring Reserve [Roll Forward]
Restructuring Charges											(51)
2009 and Prior Plans
Restructuring Reserve [Roll Forward]
Restructuring reserve				1,347				1,675	1,347	1,675	3,130
Restructuring Charges									0	848	0
Payments									528	1,176	1,455
Non-Cash Items									0	0	0
Restructuring reserve	819				1,347				819	1,347	1,675
2009 and Prior Plans | Severance
Restructuring Reserve [Roll Forward]
Restructuring Charges									0	0	0
2009 and Prior Plans | Closure Costs
Restructuring Reserve [Roll Forward]
Restructuring Charges									$ 0	$ 848	$ 0

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Employee Future Benefits (Actuarial Assumptions) (Details)	12 Months Ended
	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
United States Defined Benefit Plan
Discount rate applied for:
Accrued benefit obligation	4.10%	5.00%	4.10%
Net periodic pension cost	5.00%	4.10%	4.20%
Expected long-term rate of return on plan assets	7.00%	7.00%	7.00%
Expected long-term return on assets, (in Years)	30 years 0 months 0 days
United Kingdom Defined Benefit Plan
Discount rate applied for:
Accrued benefit obligation	3.60%	4.40%	4.40%
Net periodic pension cost	3.60%	4.40%	4.40%
Expected long-term rate of return on plan assets	4.20%	5.20%	5.00%
Expected long-term return on assets, (in Years)	10 years 0 months 0 days

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Variable Interest Entity

12 Months Ended

Dec. 28, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Variable Interest Entity

Variable Interest Entity

As of December 28, 2014, and December 29, 2013, we held an interest in one variable interest entity ("VIE"), Magna Foremost Sdn Bhd, which is located in Kuala Lumpur, Malaysia. The VIE is integrated into our supply chain and manufactures door facings. We are the primary beneficiary of the VIE via the terms of the existing supply agreement with the VIE. As primary beneficiary via the supply agreement, we receive a disproportionate amount of earnings on sales to third parties in relation to our voting interest, and as a result, receive a majority of the VIE’s residual returns. Sales to third parties did not have a material impact on our consolidated financial statements. We also have the power to direct activities of the VIE that most significantly impact the entity’s economic performance. As its primary beneficiary, we have consolidated the results of the VIE. Our net cumulative investment in the VIE was comprised of the following as of the dates indicated:

(In thousands)	December 28, 2014			December 29, 2013
Current assets	$	8,346		$	9,524
Property, plant and equipment, net	17,788			19,543
Long-term deferred income taxes	12,321			14,998
Other assets, net	2,234			2,363
Current liabilities	(2,496		)	(2,916		)
Other long-term liabilities	(4,479		)	(5,746		)
Non-controlling interest	(7,785		)	(7,093		)
Net assets of the VIE consolidated by Masonite	$	25,929		$	30,673

Current assets include $3.1 million and $4.3 million of cash and cash equivalents as of December 28, 2014, and December 29, 2013, respectively. Assets recognized as a result of consolidating this VIE do not represent additional assets that could be used to satisfy claims against our general assets. Conversely, liabilities recognized as a result of consolidating these entities do not represent additional claims on our general assets; rather, they represent claims against the specific assets of the consolidated VIE.

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Acquisitions (Revenues and Earnings) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Door-Stop
Business Acquisition [Line Items]
Net Sales	$ 42,498
Net income (loss) attributable to Masonite	4,819
Lemieux
Business Acquisition [Line Items]
Net Sales	66,292	60,055	17,296
Net income (loss) attributable to Masonite	7,460	6,144	681
Algoma
Business Acquisition [Line Items]
Net Sales	64,426	65,309	47,179
Net income (loss) attributable to Masonite	(1,400)	936	1,024
Baillargeon
Business Acquisition [Line Items]
Net Sales	18,933	20,331	15,843
Net income (loss) attributable to Masonite	413	1,781	1,021
Business Acquisitions 2012
Business Acquisition [Line Items]
Net Sales	149,651	145,695	80,318
Net income (loss) attributable to Masonite	$ 6,473	$ 8,861	$ 2,726

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Earnings Per Share (Tables)

12 Months Ended

Dec. 28, 2014

Earnings Per Share [Abstract]

Schedule of Earnings Per Share

	Year Ended
(In thousands, except share and per share information)	December 28, 2014			December 29, 2013			December 30, 2012
Net income (loss) attributable to Masonite	$	(37,340	)	$	(11,010	)	$	(23,245	)
Income (loss) from discontinued operations, net of tax	(630		)	(598		)	1,480
Income (loss) from continuing operations attributable to Masonite	$	(36,710	)	$	(10,412	)	$	(24,725	)
Shares used in computing basic earnings per share	29,588,001			28,264,166			27,693,541
Effect of dilutive securities:
Incremental shares issuable under share compensation plans	—			—			—
Shares used in computing diluted earnings per share	29,588,001			28,264,166			27,693,541
Basic earnings (loss) per common share attributable to Masonite:
Continuing operations attributable to Masonite	$	(1.24	)	$	(0.37	)	$	(0.89	)
Discontinued operations attributable to Masonite, net of tax	(0.02		)	(0.02		)	0.05
Total Basic earnings per common share attributable to Masonite	$	(1.26	)	$	(0.39	)	$	(0.84	)
Diluted earnings (loss) per common share attributable to Masonite:
Continuing operations attributable to Masonite	$	(1.24	)	$	(0.37	)	$	(0.89	)
Discontinued operations attributable to Masonite, net of tax	(0.02		)	(0.02		)	0.05
Total Diluted earnings per common share attributable to Masonite	$	(1.26	)	$	(0.39	)	$	(0.84	)
Incremental shares issuable from anti-dilutive instruments excluded from diluted earnings per common share:
Warrants	2,500,001			5,833,335			5,833,335
Stock appreciation rights	584,812			842,886			1,045,524
Restricted stock units	388,898			477,260			765,345

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Restructuring Costs (Restructuring Costs by Plan) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 28, 2014	Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Dec. 29, 2013	Sep. 29, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Restructuring Cost and Reserve [Line Items]
Net sales	$ 448,940	$ 476,124	$ 490,176	$ 422,460	$ 420,475	$ 433,051	$ 453,093	$ 424,524	$ 1,837,700	$ 1,731,143	$ 1,676,005
Restructuring costs	(57)	9,913	560	721	6,163	1,265	1,762	1,440	11,137	10,630	11,431
Cumulative amount incurred to date	47,863								47,863
North America
Restructuring Cost and Reserve [Line Items]
Net sales									1,396,031	1,321,638	1,224,051
Restructuring costs									633	2,791	3,721
Cumulative amount incurred to date	13,345								13,345
Europe, Asia and Latin America
Restructuring Cost and Reserve [Line Items]
Net sales									385,090	339,929	370,335
Restructuring costs									10,497	6,697	7,710
Cumulative amount incurred to date	33,369								33,369
Africa
Restructuring Cost and Reserve [Line Items]
Net sales									56,579	69,576	81,619
Restructuring costs									7	1,142
Cumulative amount incurred to date	1,149								1,149
2014 Plan
Restructuring Cost and Reserve [Line Items]
Restructuring costs									9,503	0	0
Cumulative amount incurred to date	9,503								9,503
2014 Plan | North America
Restructuring Cost and Reserve [Line Items]
Restructuring costs									0	0	0
Cumulative amount incurred to date	0								0
2014 Plan | Europe, Asia and Latin America
Restructuring Cost and Reserve [Line Items]
Restructuring costs									9,503	0	0
Cumulative amount incurred to date	9,503								9,503
2014 Plan | Africa
Restructuring Cost and Reserve [Line Items]
Restructuring costs									0	0
Cumulative amount incurred to date	0								0
2013 Plan
Restructuring Cost and Reserve [Line Items]
Restructuring costs									1,204	6,558	0
Cumulative amount incurred to date	7,762								7,762
2013 Plan | North America
Restructuring Cost and Reserve [Line Items]
Restructuring costs									541	2,408	0
Cumulative amount incurred to date	2,949								2,949
2013 Plan | Europe, Asia and Latin America
Restructuring Cost and Reserve [Line Items]
Restructuring costs									656	3,008	0
Cumulative amount incurred to date	3,664								3,664
2013 Plan | Africa
Restructuring Cost and Reserve [Line Items]
Restructuring costs									7	1,142
Cumulative amount incurred to date	1,149								1,149
2012 Plan
Restructuring Cost and Reserve [Line Items]
Restructuring costs									430	3,224	11,129
Cumulative amount incurred to date	14,783								14,783
2012 Plan | North America
Restructuring Cost and Reserve [Line Items]
Restructuring costs									92	383	3,772
Cumulative amount incurred to date	4,247								4,247
2012 Plan | Europe, Asia and Latin America
Restructuring Cost and Reserve [Line Items]
Restructuring costs									338	2,841	7,357
Cumulative amount incurred to date	10,536								10,536
2012 Plan | Africa
Restructuring Cost and Reserve [Line Items]
Restructuring costs									0	0
Cumulative amount incurred to date	0								0
2011 Plan
Restructuring Cost and Reserve [Line Items]
Restructuring costs									0	0	302
Cumulative amount incurred to date	4,574								4,574
2011 Plan | North America
Restructuring Cost and Reserve [Line Items]
Restructuring costs									0	0	(51)
Cumulative amount incurred to date	856								856
2011 Plan | Europe, Asia and Latin America
Restructuring Cost and Reserve [Line Items]
Restructuring costs									0	0	353
Cumulative amount incurred to date	3,718								3,718
2011 Plan | Africa
Restructuring Cost and Reserve [Line Items]
Restructuring costs									0	0
Cumulative amount incurred to date	0								0
2010 Plan
Restructuring Cost and Reserve [Line Items]
Cumulative amount incurred to date	7,383								7,383
2010 Plan | North America
Restructuring Cost and Reserve [Line Items]
Cumulative amount incurred to date	3,552								3,552
2010 Plan | Europe, Asia and Latin America
Restructuring Cost and Reserve [Line Items]
Cumulative amount incurred to date	3,831								3,831
2010 Plan | Africa
Restructuring Cost and Reserve [Line Items]
Cumulative amount incurred to date	0								0
2009 and Prior Plans
Restructuring Cost and Reserve [Line Items]
Restructuring costs									0	848	0
Cumulative amount incurred to date	3,858								3,858
2009 and Prior Plans | North America
Restructuring Cost and Reserve [Line Items]
Restructuring costs									0	0	0
Cumulative amount incurred to date	1,741								1,741
2009 and Prior Plans | Europe, Asia and Latin America
Restructuring Cost and Reserve [Line Items]
Restructuring costs									0	848	0
Cumulative amount incurred to date	2,117								2,117
2009 and Prior Plans | Africa
Restructuring Cost and Reserve [Line Items]
Restructuring costs									0	0
Cumulative amount incurred to date	$ 0								$ 0

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 28, 2014

Commitments and Contingencies Disclosure [Abstract]

Minimum payments under non-cancelable operating leases and service agreements

Minimum payments, for the following future periods, under non-cancelable operating leases and service agreements with initial or remaining terms of one year or more consist of the following:

(In thousands)
Fiscal year:
2015	$	16,882
2016	12,776
2017	10,459
2018	9,681
2019	9,019
Thereafter	62,509
Total future minimum lease payments	$	121,326

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Goodwill and Intangible Assets (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 28, 2014	Dec. 29, 2013
Goodwill [Roll Forward]
Goodwill, ending	$ 99,199	$ 78,404
North America
Goodwill [Roll Forward]
Goodwill, beginning	78,404	78,122
Goodwill, acquisitions	1,951	316
Foreign exchange fluctuations	(537)	(34)
Goodwill, ending	79,818	78,404
Europe, Asia and Latin America
Goodwill [Roll Forward]
Goodwill, beginning	0	0
Goodwill, acquisitions	20,359	0
Foreign exchange fluctuations	(978)	0
Goodwill, ending	19,381	0
Operating Segments
Goodwill [Roll Forward]
Goodwill, beginning	78,404	78,122
Goodwill, acquisitions	22,310	316
Foreign exchange fluctuations	(1,515)	(34)
Goodwill, ending	$ 99,199	$ 78,404

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Share Based Compensation Plans (RSUs) (Details) (Restricted Stock Units (RSUs), USD $)	12 Months Ended
	Dec. 28, 2014		Dec. 29, 2013		Dec. 30, 2012
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding, beginning of period (shares)	618,963		921,946		886,830
Granted (shares)	209,240		339,038		491,980
Delivered (shares)	(208,477)		(566,376)		(417,655)
Withheld to cover (shares)	(59,066)	[1]	(65,406)	[1]	(9,555)	[1]
Cancelled (shares)	(17,287)		(10,239)		(29,654)
Outstanding, end of period (shares)	543,373		618,963		921,946
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Outstanding, beginning of period (weighted average grant date fair value)	$ 22.09		$ 17.75		$ 18.48
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 0.00
Outstanding, end of period (weighted average grant date fair value)	$ 34.56		$ 22.09		$ 17.75

[1] A portion of the vested RSUs delivered were net share settled to cover the minimum statutory requirements for income and other employment taxes, at the individual participant’s election. We remit the equivalent cash to the appropriate taxing authorities. These net share settlements had the effect of share repurchases by us as we reduced and retired the number of shares that would have otherwise been issued as a result of the vesting.

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Property, Plant and Equipment (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Property, Plant and Equipment [Line Items]
Depreciation	$ 60,622,000	$ 62,080,000	$ 63,348,000
Africa
Property, Plant and Equipment [Line Items]
Mill capacity, percent in use	100.00%
Business interruption insurance proceeds	$ 3,500,000

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Business Overview and Significant Accounting Policies (Product Warranty Rollforward) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Warranty Provision [Rollforward]
Balance at beginning of period	$ 1,914	$ 1,368	$ 1,366
Additions charged to expense	4,674	1,851	1,470
Deductions	(3,033)	(1,305)	(1,468)
Balance at end of period	$ 3,555	$ 1,914	$ 1,368

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Goodwill and Intangible Assets

12 Months Ended

Dec. 28, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Changes in the carrying amount of goodwill were as follows as of the dates indicated:

(In thousands)	North America Segment			Europe, Asia and Latin America Segment			Total
December 30, 2012	$	78,122		$	—		$	78,122
Goodwill from 2013 acquisition	316			—			316
Foreign exchange fluctuations	(34		)	—			(34		)
December 29, 2013	78,404			—			78,404
Goodwill from 2014 acquisitions	1,951			20,359			22,310
Foreign exchange fluctuations	(537		)	(978		)	(1,515		)
December 28, 2014	$	79,818		$	19,381		$	99,199

Changes in the carrying amount of intangible assets were as follows for the periods indicated:

(In thousands)	Customer Relationships			Patents			Software			Other			Trademarks and Tradenames			Total
Net book value
December 29, 2013	$	60,487		$	15,595		$	11,895		$	5,034		$	110,703		$	203,714
Acquisitions	25,501			—			333			275			2,667			28,776
Additions (write-offs)	(453		)	1,084			1,233			(2,741		)	(1,403		)	(2,280		)
Amortization	(12,010		)	(2,591		)	(3,652		)	(1,353		)	—			(19,606		)
Translation adjustment	(1,685		)	(462		)	(236		)	6			(4,855		)	(7,232		)
December 28, 2014	$	71,840		$	13,626		$	9,573		$	1,221		$	107,112		$	203,372

(In thousands)	Customer Relationships			Patents			Software			Other			Trademarks and Tradenames			Total
Net book value
December 30, 2012	$	70,791		$	16,904		$	13,738		$	7,013		$	111,178		$	219,624
Additions (write-offs)	—			1,269			1,460			—			—			2,729
Amortization	(9,798		)	(2,584		)	(3,179		)	(1,497		)	—			(17,058		)
Translation adjustment	(506		)	6			(124		)	(482		)	(475		)	(1,581		)
December 29, 2013	$	60,487		$	15,595		$	11,895		$	5,034		$	110,703		$	203,714

The cost and accumulated amortization values of our intangible assets were as follows for the periods indicated:

	December 28, 2014
(In thousands)	Cost		Accumulated Amortization			Translation Adjustment			Net Book Value
Definite life intangible assets:
Customer relationships	$	107,381	$	(33,181	)	$	(2,360	)	$	71,840
Patents	28,630		(14,696		)	(308		)	13,626
Software	28,832		(19,322		)	63			9,573
Other	9,457		(6,810		)	(1,426		)	1,221
	174,300		(74,009		)	(4,031		)	96,260
Indefinite life intangible assets:
Trademarks and tradenames	111,053		—			(3,941		)	107,112
Total intangible assets	$	285,353	$	(74,009	)	$	(7,972	)	$	203,372

	December 29, 2013
(In thousands)	Cost		Accumulated Amortization			Translation Adjustment			Net Book Value
Definite life intangible assets:
Customer relationships	$	82,333	$	(21,171	)	$	(675	)	$	60,487
Patents	27,546		(12,105		)	154			15,595
Software	27,266		(15,670		)	299			11,895
Other	11,923		(5,457		)	(1,432		)	5,034
	149,068		(54,403		)	(1,654		)	93,011
Indefinite life intangible assets:
Trademarks and tradenames	109,789		—			914			110,703
Total intangible assets	$	258,857	$	(54,403	)	$	(740	)	$	203,714

Amortization of intangible assets was $19.6 million, $17.1 million and $15.1 million for the years ended December 28, 2014, December 29, 2013, and December 30, 2012 respectively. Amortization expense is classified within selling, general and administration expenses in the consolidated statements of comprehensive income (loss).

The estimated future amortization of intangible assets with definite lives as of December 28, 2014, is as follows:

(In thousands)
Fiscal year:
2015	$	18,703
2016	17,335
2017	15,239
2018	12,008
2019	11,617

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Long-Term Debt (Details) (USD $) In Thousands, unless otherwise specified	Dec. 28, 2014	Dec. 29, 2013
Debt Instrument [Line Items]
Capital lease obligations and other long-term debt	$ 0	$ 52
Total long-term debt	511,920	377,861
Senior Notes
Debt Instrument [Line Items]
Unamortized premium on Senior Notes	11,920	2,809
Senior Notes | Senior Notes Due 2021
Debt Instrument [Line Items]
8.25% Senior Notes due 2021	$ 500,000	$ 375,000

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Other Comprehensive Income and Accumulated Other Comprehensive Income (Tables)

12 Months Ended

Dec. 28, 2014

Equity [Abstract]

Schedule of components of accumulated other comprehensive income (loss)

A rollforward of the components of accumulated other comprehensive income (loss) is as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Accumulated foreign exchange gains (losses), beginning of period	$	(8,797	)	$	2,538		$	(5,489	)
Foreign exchange gain (loss)	(48,667		)	(12,096		)	8,187
Income tax benefit (expense) on foreign exchange gain (loss)	(987		)	—			74
Less: foreign exchange gain (loss) attributable to non-controlling interest	(978		)	(761		)	234
Accumulated foreign exchange gains (losses), end of period	(57,473		)	(8,797		)	2,538
Accumulated amortization of actuarial net losses, beginning of period	1,890			1,037			—
Amortization of actuarial net losses	—			1,413			1,689
Income tax benefit (expense) on amortization of actuarial net losses	—			(560		)	(652		)
Accumulated amortization of actuarial net losses, end of period	1,890			1,890			1,037
Accumulated pension and other post-retirement adjustments, beginning of period	(12,694		)	(22,559		)	(22,239		)
Pension and other post-retirement adjustments	(12,045		)	15,571			663
Income tax benefit (expense) on pension and other post-retirement adjustments	4,063			(5,706		)	(983		)
Accumulated pension and other post-retirement adjustments	(20,676		)	(12,694		)	(22,559		)
Accumulated other comprehensive income (loss)	$	(76,259	)	$	(19,601	)	$	(18,984	)
Other comprehensive income (loss), net of tax:	$	(57,636	)	$	(1,378	)	$	8,978
Less: other comprehensive income (loss) attributable to non-controlling interest	(978		)	(761		)	234
Other comprehensive income (loss) attributable to Masonite	$	(56,658	)	$	(617	)	$	8,744

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Acquisitions (Tables)

12 Months Ended

Dec. 28, 2014

Business Combinations [Abstract]

Aggregate consideration paid for acquisitions

The aggregate consideration paid for the Chile acquisition was as follows:

(In thousands)	Chile Acquisition
Inventory	$	5,174
Property, plant and equipment	6,228
Goodwill	316
Other assets and liabilities, net	508
Cash consideration	$	12,226

The aggregate consideration paid for acquisitions during 2012 was as follows:

(In thousands)	Lemieux Acquisition			Algoma Acquisition			Baillargeon Acquisition			Total 2012 Acquisitions
Accounts receivable	$	3,547		$	8,874		$	3,105		$	15,526
Inventory	6,013			6,391			1,758			14,162
Property, plant and equipment	15,148			9,658			7,054			31,860
Goodwill	397			20,049			1,113			21,559
Intangible assets	3,900			28,600			—			32,500
Deferred income taxes	(3,023		)	(11,866		)	(929		)	(15,818		)
Other assets and liabilities, net	(3,915		)	(6,073		)	(2,158		)	(12,146		)
Cash consideration, net of cash acquired	$	22,067		$	55,633		$	9,943		$	87,643

The aggregate consideration paid for acquisitions during 2014 was as follows:

(In thousands)	Harring Acquisition			Door-Stop Acquisition			Total 2014 Acquisitions
Accounts receivable	$	1,180		$	2,648		$	3,828
Inventory	443			2,665			3,108
Property, plant and equipment	1,167			4,303			5,470
Goodwill	1,951			20,359			22,310
Intangible assets	—			28,776			28,776
Accounts payable and accrued expenses	(731		)	(3,492		)	(4,223		)
Other assets and liabilities, net	(109		)	(4,904		)	(5,013		)
Cash consideration, net of cash acquired	$	3,901		$	50,355		$	54,256

Pro forma information of acquisitions

The following schedule represents the amounts of revenue and earnings which have been included in the consolidated statements of comprehensive income (loss) for the periods indicated subsequent to the respective acquisition dates:

	Year Ended December 28, 2014
(In thousands)	Lemieux		Algoma			Baillargeon		Total
Net sales	$	66,292	$	64,426		$	18,933	$	149,651
Net income (loss) attributable to Masonite	7,460		(1,400		)	413		6,473
	Year Ended December 29, 2013
(In thousands)	Lemieux		Algoma			Baillargeon		Total
Net sales	$	60,055	$	65,309		$	20,331	$	145,695
Net income (loss) attributable to Masonite	6,144		936			1,781		8,861
	Year Ended December 30, 2012
(In thousands)	Lemieux		Algoma			Baillargeon		Total
Net sales	$	17,296	$	47,179		$	15,843	$	80,318
Net income (loss) attributable to Masonite	681		1,024			1,021		2,726

	Year Ended December 28, 2014
(In thousands, except per share amounts)	Masonite			Door-Stop		Pro Forma
Net sales	$	1,837,700		$	6,659	$	1,844,359
Net income (loss) attributable to Masonite	(37,340		)	624		(36,716		)
Basic earnings (loss) per common share	$	(1.26	)			$	(1.24	)
Diluted earnings (loss) per common share	$	(1.26	)			$	(1.24	)

In the table above, amounts under the Door-Stop heading reflect pro forma results for the period prior to acquisition through the acquisition date of February 24, 2014. All actual results from Door-Stop subsequent to the acquisition date are reflected under the Masonite heading above.

	Year Ended December 29, 2013
(In thousands, except per share amounts)	Masonite			Door-Stop		Pro Forma
Net sales	$	1,731,143		$	38,824	$	1,769,967
Net income (loss) attributable to Masonite	(11,010		)	3,227		(7,783		)
Basic earnings (loss) per common share	$	(0.39	)			$	(0.28	)
Diluted earnings (loss) per common share	$	(0.39	)			$	(0.28	)

Pro forma information relating to the Chile acquisition is not materially different from amounts reported.

	Year Ended December 30, 2012
(In thousands, except per share amounts)	Masonite			2012 Acquisitions		Pro Forma
Net sales	$	1,676,005		$	50,267	$	1,726,272
Net income (loss) attributable to Masonite	(23,245		)	1,298		(21,947		)
Basic earnings (loss) per common share	$	(0.84	)			$	(0.79	)
Diluted earnings (loss) per common share	$	(0.84	)			$	(0.79	)

The following schedule represents the amount of revenue and earnings from the Door-Stop acquisition which have been included in the consolidated statements of comprehensive income (loss) for the period indicated subsequent to the acquisition date. Amounts of revenue and earnings included in the consolidated statements of comprehensive income (loss) for Harring were not material for the year endedDecember 28, 2014.    

(In thousands)	Year Ended December 28, 2014
Net sales	$	42,498
Net income (loss) attributable to Masonite	4,819

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Business Overview and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 28, 2014

Accounting Policies [Abstract]

Schedule of Property, Plant and Equipment Useful Lives

Depreciation is recorded based on the carrying values of buildings, machinery and equipment using the straight-line method over the estimated useful lives set forth as follows:

	Useful Life (Years)
Buildings	20 - 40
Machinery and equipment
Tooling	10 - 25
Machinery and equipment	5 - 25
Molds and dies	12 - 25
Office equipment, fixtures and fittings	3 - 12

Schedule of Useful Lives of Intangible Assets

Definite lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Information pertaining to estimated useful lives of intangible assets is as follows:

	Estimated Useful Life
Customer relationships	Over expected relationship period, not exceeding 10 years
Non-compete agreements	Over life of the agreement
Patents	Over expected useful life, not exceeding 17 years
System software development	Over expected useful life, not exceeding 5 years
Supply agreements	Over life of the agreement
Acquired trademarks and tradenames	Over expected useful life

Schedule of Product Warranty Liability

The rollforward of our warranty provision is as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Balance at beginning of period	$	1,914		$	1,368		$	1,366
Additions charged to expense	4,674			1,851			1,470
Deductions	(3,033		)	(1,305		)	(1,468		)
Balance at end of period	$	3,555		$	1,914		$	1,368

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Goodwill and Intangible Assets (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 19,606	$ 17,058	$ 15,076

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Variable Interest Entity (Tables)

12 Months Ended

Dec. 28, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Consolidated results of the VIE

Our net cumulative investment in the VIE was comprised of the following as of the dates indicated:

(In thousands)	December 28, 2014			December 29, 2013
Current assets	$	8,346		$	9,524
Property, plant and equipment, net	17,788			19,543
Long-term deferred income taxes	12,321			14,998
Other assets, net	2,234			2,363
Current liabilities	(2,496		)	(2,916		)
Other long-term liabilities	(4,479		)	(5,746		)
Non-controlling interest	(7,785		)	(7,093		)
Net assets of the VIE consolidated by Masonite	$	25,929		$	30,673

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Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 28, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Changes in carrying amount of goodwill

Changes in the carrying amount of goodwill were as follows as of the dates indicated:

(In thousands)	North America Segment			Europe, Asia and Latin America Segment			Total
December 30, 2012	$	78,122		$	—		$	78,122
Goodwill from 2013 acquisition	316			—			316
Foreign exchange fluctuations	(34		)	—			(34		)
December 29, 2013	78,404			—			78,404
Goodwill from 2014 acquisitions	1,951			20,359			22,310
Foreign exchange fluctuations	(537		)	(978		)	(1,515		)
December 28, 2014	$	79,818		$	19,381		$	99,199

Cost and accumulated amortized values of intangible assets

Changes in the carrying amount of intangible assets were as follows for the periods indicated:

(In thousands)	Customer Relationships			Patents			Software			Other			Trademarks and Tradenames			Total
Net book value
December 29, 2013	$	60,487		$	15,595		$	11,895		$	5,034		$	110,703		$	203,714
Acquisitions	25,501			—			333			275			2,667			28,776
Additions (write-offs)	(453		)	1,084			1,233			(2,741		)	(1,403		)	(2,280		)
Amortization	(12,010		)	(2,591		)	(3,652		)	(1,353		)	—			(19,606		)
Translation adjustment	(1,685		)	(462		)	(236		)	6			(4,855		)	(7,232		)
December 28, 2014	$	71,840		$	13,626		$	9,573		$	1,221		$	107,112		$	203,372

(In thousands)	Customer Relationships			Patents			Software			Other			Trademarks and Tradenames			Total
Net book value
December 30, 2012	$	70,791		$	16,904		$	13,738		$	7,013		$	111,178		$	219,624
Additions (write-offs)	—			1,269			1,460			—			—			2,729
Amortization	(9,798		)	(2,584		)	(3,179		)	(1,497		)	—			(17,058		)
Translation adjustment	(506		)	6			(124		)	(482		)	(475		)	(1,581		)
December 29, 2013	$	60,487		$	15,595		$	11,895		$	5,034		$	110,703		$	203,714

The cost and accumulated amortization values of our intangible assets were as follows for the periods indicated:

	December 28, 2014
(In thousands)	Cost		Accumulated Amortization			Translation Adjustment			Net Book Value
Definite life intangible assets:
Customer relationships	$	107,381	$	(33,181	)	$	(2,360	)	$	71,840
Patents	28,630		(14,696		)	(308		)	13,626
Software	28,832		(19,322		)	63			9,573
Other	9,457		(6,810		)	(1,426		)	1,221
	174,300		(74,009		)	(4,031		)	96,260
Indefinite life intangible assets:
Trademarks and tradenames	111,053		—			(3,941		)	107,112
Total intangible assets	$	285,353	$	(74,009	)	$	(7,972	)	$	203,372

	December 29, 2013
(In thousands)	Cost		Accumulated Amortization			Translation Adjustment			Net Book Value
Definite life intangible assets:
Customer relationships	$	82,333	$	(21,171	)	$	(675	)	$	60,487
Patents	27,546		(12,105		)	154			15,595
Software	27,266		(15,670		)	299			11,895
Other	11,923		(5,457		)	(1,432		)	5,034
	149,068		(54,403		)	(1,654		)	93,011
Indefinite life intangible assets:
Trademarks and tradenames	109,789		—			914			110,703
Total intangible assets	$	258,857	$	(54,403	)	$	(740	)	$	203,714

Estimated future amortization of intangible assets with definite lives

The estimated future amortization of intangible assets with definite lives as of December 28, 2014, is as follows:

(In thousands)
Fiscal year:
2015	$	18,703
2016	17,335
2017	15,239
2018	12,008
2019	11,617

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Accounts Receivable (Tables)

12 Months Ended

Dec. 28, 2014

Receivables [Abstract]

Rollforward of Allowance for Doubtful Accounts

The changes in the allowance for doubtful accounts were as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Balance at beginning of period	$	3,764		$	3,871		$	2,510
Additions charged to expense	2,522			1,989			2,077
Deductions	(3,670		)	(2,096		)	(716		)
Balance at end of period	$	2,616		$	3,764		$	3,871

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Acquisitions

12 Months Ended

Dec. 28, 2014

Business Combinations [Abstract]

Acquisitions

Acquisitions

2014 Acquisitions

On December 1, 2014, we completed the acquisition of Harring Doors Corporation (“Harring”), headquartered in London, Ontario, for total consideration of $3.9 million, net of cash acquired. We acquired 100% of the equity interests in Harring through the purchase of all of the outstanding shares of common stock at the acquisition date. Harring manufactures interior and exterior stile and rail wood doors for architectural door applications at its facility in London, Ontario. The excess purchase price over the fair value of net assets acquired of $2.0 million was allocated to goodwill. The goodwill principally represents anticipated synergies to be gained from the integration into our North American architectural wood door business. This goodwill is not deductible for tax purposes and relates to the North America segment. The acquisition of Harring complements our architectural wood door business.

On February 24, 2014, we completed the acquisition of Door-Stop International Limited ("Door-Stop") for total consideration of $50.4 million. We acquired 100% of the equity interests in Door-Stop through the purchase of all outstanding shares of common stock on the acquisition date. Door-Stop is based in Nottinghamshire, United Kingdom, utilizes an internet-based ordering process and manufactures exterior door sets for the residential repair and renovation markets. The excess purchase price over the fair value of net tangible and intangible assets acquired of $20.4 million was allocated to goodwill. The goodwill principally represents the future expected value of the operations of the business. This goodwill is not deductible for tax purposes and relates to the Europe, Asia and Latin America segment. The Door-Stop acquisition complements our existing global fiberglass business.

The aggregate consideration paid for acquisitions during 2014 was as follows:

(In thousands)	Harring Acquisition			Door-Stop Acquisition			Total 2014 Acquisitions
Accounts receivable	$	1,180		$	2,648		$	3,828
Inventory	443			2,665			3,108
Property, plant and equipment	1,167			4,303			5,470
Goodwill	1,951			20,359			22,310
Intangible assets	—			28,776			28,776
Accounts payable and accrued expenses	(731		)	(3,492		)	(4,223		)
Other assets and liabilities, net	(109		)	(4,904		)	(5,013		)
Cash consideration, net of cash acquired	$	3,901		$	50,355		$	54,256

The fair values of tangible assets acquired and liabilities assumed from the Harring acquisition were based upon preliminary calculations and valuations and the estimates and assumptions for the acquisition are subject to change as we obtain additional information during the measurement period (up to one year from the acquisition date). The primary areas of the preliminary estimates which are not yet finalized relate to certain tangible assets acquired and liabilities assumed, including goodwill. The fair values of intangible assets acquired are based on management’s estimates and assumptions including variations of the income approach, the cost approach and the market approach. Intangible assets acquired from Door-Stop consist of customer relationships and are being amortized over the weighted average amortization period of 9.9 years. The intangible assets are not expected to have any residual value. The gross contractual value of acquired trade receivables was $1.2 million and $2.8 million for the Harring and Door-Stop acquisitions, respectively.

The following schedule represents the amount of revenue and earnings from the Door-Stop acquisition which have been included in the consolidated statements of comprehensive income (loss) for the period indicated subsequent to the acquisition date. Amounts of revenue and earnings included in the consolidated statements of comprehensive income (loss) for Harring were not material for the year endedDecember 28, 2014.    

(In thousands)	Year Ended December 28, 2014
Net sales	$	42,498
Net income (loss) attributable to Masonite	4,819

2013 Acquisition

On July 9, 2013, we acquired assets of a door manufacturing operation from Masisa S.A (the "Chile" acquisition) for servicing the North American market for total consideration of $12.2 million. The transaction includes the door component operations in Cabrero, Chile, and a door assembly factory in Chillan, Chile. The operations acquired primarily manufacture high quality stile and rail panel and French wood doors for the North American market. The excess purchase price over the fair value of net tangible and intangible assets acquired of $0.3 million was allocated to goodwill. The goodwill principally represents anticipated synergies to be gained from integration into our North American wood door business. This goodwill is not deductible for tax purposes and relates to the North America segment. The Chile acquisition acts as a natural complement to our existing North American interior stile and rail residential wood door operations.

The aggregate consideration paid for the Chile acquisition was as follows:

(In thousands)	Chile Acquisition
Inventory	$	5,174
Property, plant and equipment	6,228
Goodwill	316
Other assets and liabilities, net	508
Cash consideration	$	12,226

Amounts of revenue and earnings included in the consolidated statements of comprehensive income (loss) for Chile were not material for the year endedDecember 28, 2014, or December 29, 2013.

2012 Acquisitions

On August 1, 2012, we completed the acquisition of Portes Lemieux Inc. (“Lemieux”), headquartered in Windsor, Quebec, for total consideration of $22.1 million, net of cash acquired. We acquired 100% of the equity interests in Lemieux through the purchase of all of the outstanding shares of common stock at the acquisition date. Lemieux manufactures interior and exterior stile and rail wood doors for residential applications at its two facilities in Windsor, Quebec. The excess purchase price over the fair value of net tangible and intangible assets acquired of $0.4 million was allocated to goodwill. The goodwill principally represents anticipated synergies to be gained from the integration into our North American wood door business. This goodwill is not deductible for tax purposes and relates to the North America segment. The acquisition of Lemieux complements our residential wood door business and provides an additional strategic growth platform.

On April 20, 2012, we completed the acquisition of Algoma Holding Company (“Algoma”), headquartered in Algoma, Wisconsin, for total consideration of $55.6 million, net of cash acquired. We acquired 100% of the equity interests in Algoma through the purchase of all of the outstanding shares of common stock at the acquisition date. Algoma manufactures interior wood doors and components for architectural applications at its facilities in Algoma, Wisconsin, and Jefferson City, Tennessee. The acquisition of Algoma complements our existing Marshfield-, Mohawk- and Baillargeon-branded architectural interior wood door business and provides strategic growth opportunities for us in our Architectural DoorSystems business in North America. The excess purchase price over the fair value of net tangible and intangible assets acquired of $20.0 million was allocated to goodwill. The goodwill principally represents anticipated synergies to be gained from the integration into our Architectural DoorSystems business. This goodwill is not deductible for tax purposes and relates to the North America segment.

On March 26, 2012, we completed the acquisition of Les Portes Baillargeon, Inc. (“Baillargeon”), headquartered in St. Ephrem, Quebec, for total consideration of $9.9 million. We acquired 100% of the equity interests in Baillargeon through the purchase of all of the outstanding shares of common stock at the acquisition date. Baillargeon is a Canadian manufacturer of interior wood doors for architectural applications. The Baillargeon acquisition strengthens our Architectural DoorSystems business in North America. The excess purchase price over the fair value of net tangible and intangible assets acquired of $1.1 million was allocated to goodwill. The goodwill principally represents anticipated synergies to be gained from the integration into our Architectural DoorSystems business. This goodwill is not deductible for tax purposes and relates to the North America segment.

The aggregate consideration paid for acquisitions during 2012 was as follows:

(In thousands)	Lemieux Acquisition			Algoma Acquisition			Baillargeon Acquisition			Total 2012 Acquisitions
Accounts receivable	$	3,547		$	8,874		$	3,105		$	15,526
Inventory	6,013			6,391			1,758			14,162
Property, plant and equipment	15,148			9,658			7,054			31,860
Goodwill	397			20,049			1,113			21,559
Intangible assets	3,900			28,600			—			32,500
Deferred income taxes	(3,023		)	(11,866		)	(929		)	(15,818		)
Other assets and liabilities, net	(3,915		)	(6,073		)	(2,158		)	(12,146		)
Cash consideration, net of cash acquired	$	22,067		$	55,633		$	9,943		$	87,643

The fair values of tangible and intangible assets acquired are based on management’s estimates and assumptions including variations of the income approach, the cost approach and the market approach. Intangible assets acquired from Lemieux and Algoma consist of customer relationships, and are being amortized over the weighted average amortization period of 7.8 years. The intangible assets are not expected to have any residual value. The gross contractual value of acquired trade receivables was $5.1 million, $9.0 million and $3.1 million from Lemieux, Algoma and Baillargeon, respectively.

The following schedule represents the amounts of revenue and earnings which have been included in the consolidated statements of comprehensive income (loss) for the periods indicated subsequent to the respective acquisition dates:

	Year Ended December 28, 2014
(In thousands)	Lemieux		Algoma			Baillargeon		Total
Net sales	$	66,292	$	64,426		$	18,933	$	149,651
Net income (loss) attributable to Masonite	7,460		(1,400		)	413		6,473
	Year Ended December 29, 2013
(In thousands)	Lemieux		Algoma			Baillargeon		Total
Net sales	$	60,055	$	65,309		$	20,331	$	145,695
Net income (loss) attributable to Masonite	6,144		936			1,781		8,861
	Year Ended December 30, 2012
(In thousands)	Lemieux		Algoma			Baillargeon		Total
Net sales	$	17,296	$	47,179		$	15,843	$	80,318
Net income (loss) attributable to Masonite	681		1,024			1,021		2,726

Pro Forma Information

The following unaudited pro forma financial information represents the consolidated financial information as if the acquisitions had been included in our consolidated results beginning on the first day of the fiscal year prior to their respective acquisition dates. Pro forma information relating to the Harring and Chile acquisitions has been excluded as it is not materially different from amounts reported. The pro forma results have been derived from audited and unaudited financial results of the acquired entities. The pro forma results have been calculated after adjusting the results of the acquired entities to remove intercompany transactions and transaction costs incurred and to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied on the first day of the fiscal year prior to acquisition, together with the consequential tax effects. The pro forma results do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the acquisitions; the costs to combine the companies' operations; or the costs necessary to achieve these costs savings, operating synergies and revenue enhancements. The pro forma results do not necessarily reflect the actual results of operations of the combined companies' under our ownership and operation.

	Year Ended December 28, 2014
(In thousands, except per share amounts)	Masonite			Door-Stop		Pro Forma
Net sales	$	1,837,700		$	6,659	$	1,844,359
Net income (loss) attributable to Masonite	(37,340		)	624		(36,716		)
Basic earnings (loss) per common share	$	(1.26	)			$	(1.24	)
Diluted earnings (loss) per common share	$	(1.26	)			$	(1.24	)

In the table above, amounts under the Door-Stop heading reflect pro forma results for the period prior to acquisition through the acquisition date of February 24, 2014. All actual results from Door-Stop subsequent to the acquisition date are reflected under the Masonite heading above.

	Year Ended December 29, 2013
(In thousands, except per share amounts)	Masonite			Door-Stop		Pro Forma
Net sales	$	1,731,143		$	38,824	$	1,769,967
Net income (loss) attributable to Masonite	(11,010		)	3,227		(7,783		)
Basic earnings (loss) per common share	$	(0.39	)			$	(0.28	)
Diluted earnings (loss) per common share	$	(0.39	)			$	(0.28	)

Pro forma information relating to the Chile acquisition is not materially different from amounts reported.

	Year Ended December 30, 2012
(In thousands, except per share amounts)	Masonite			2012 Acquisitions		Pro Forma
Net sales	$	1,676,005		$	50,267	$	1,726,272
Net income (loss) attributable to Masonite	(23,245		)	1,298		(21,947		)
Basic earnings (loss) per common share	$	(0.84	)			$	(0.79	)
Diluted earnings (loss) per common share	$	(0.84	)			$	(0.79	)

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Inventories (Tables)

12 Months Ended

Dec. 28, 2014

Inventory Disclosure [Abstract]

Inventories

The amounts of inventory on hand were as follows as of the dates indicated:

(In thousands)	December 28, 2014		December 29, 2013
Raw materials	$	155,012	$	151,065
Finished goods	67,720		67,283
Inventories, net	$	222,732	$	218,348

Inventory Provision

We carry an inventory provision which is the result of obsolete or aged inventory. The rollforward of our inventory provision is as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Balance at beginning of period	$	8,351		$	7,561		$	10,520
Additions charged to expense	1,730			2,051			2,158
Deductions	(3,533		)	(1,261		)	(5,117		)
Balance at end of period	$	6,548		$	8,351		$	7,561

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Income Taxes (Valuation Allowance Rollforward) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at the beginning of period	$ 16,949	$ 24,260	$ 11,312
Additions charged to expense and other	33,678	4,167	15,421
Deductions	(14,861)	(11,478)	(2,473)
Balance at the end of period	$ 35,766	$ 16,949	$ 24,260

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Supplemental Cash Flow Information (Tables)

12 Months Ended

Dec. 28, 2014

Supplemental Cash Flow Elements [Abstract]

Cash and non-cash transactions

Certain cash and non-cash transactions were as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014		December 29, 2013		December 30, 2012
Transactions involving cash:
Interest paid	$	41,719	$	31,233	$	30,695
Interest received	683		530		725
Income taxes paid	5,485		7,448		6,101
Income tax refunds	1,504		631		3,891
Non-cash transactions:
Property, plant and equipment additions in accounts payable	3,630		7,224		1,635

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Goodwill and Intangible Assets (Intangible Assets Rollforward) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Finite-lived Intangible Assets [Roll Forward]
Finite-lived intangible assets, net, beginning	$ 93,011
Amortization	(19,606)	(17,058)	(15,076)
Finite-Lived Intangible Assets, net, ending	96,260	93,011
Intangible Assets [Roll Forward]
Intangible Assets, net, beginning	203,714	219,624
Acquisitions	28,776	0
Additions (write-offs)	(2,280)	2,729
Translation adjustment	(7,232)	(1,581)
Intangible Assets, net, ending	203,372	203,714	219,624
Trademarks and Trade Names
Indefinite-lived Intangible Assets [Roll Forward]
Indefinite-lived intangible assets, net, beginning	110,703	111,178
Acquisitions	2,667	0
Additions (write-offs)	(1,403)	0
Translation adjustment	(4,855)	(475)
Indefinite-lived intangible assets, net, ending	107,112	110,703
Customer Relationships
Finite-lived Intangible Assets [Roll Forward]
Finite-lived intangible assets, net, beginning	60,487	70,791
Acquisitions	25,501	0
Additions (write-offs)	(453)	0
Amortization	(12,010)	(9,798)
Translation adjustment	(1,685)	(506)
Finite-Lived Intangible Assets, net, ending	71,840	60,487
Patents
Finite-lived Intangible Assets [Roll Forward]
Finite-lived intangible assets, net, beginning	15,595	16,904
Acquisitions	0	0
Additions (write-offs)	1,084	1,269
Amortization	(2,591)	(2,584)
Translation adjustment	(462)	6
Finite-Lived Intangible Assets, net, ending	13,626	15,595
Software
Finite-lived Intangible Assets [Roll Forward]
Finite-lived intangible assets, net, beginning	11,895	13,738
Acquisitions	333	0
Additions (write-offs)	1,233	1,460
Amortization	(3,652)	(3,179)
Translation adjustment	(236)	(124)
Finite-Lived Intangible Assets, net, ending	9,573	11,895
Other
Finite-lived Intangible Assets [Roll Forward]
Finite-lived intangible assets, net, beginning	5,034	7,013
Acquisitions	275	0
Additions (write-offs)	(2,741)	0
Amortization	(1,353)	(1,497)
Translation adjustment	6	(482)
Finite-Lived Intangible Assets, net, ending	$ 1,221	$ 5,034

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Employee Future Benefits (Overall Pension Obligation) (Details) (USD $)	12 Months Ended
	Dec. 28, 2014
Compensation and Retirement Disclosure [Abstract]
Estimated transition obligation to be amortized from AOCI in 2015	$ 0
Estimated prior service cost to be amortized from AOCI in 2015	0
Estimated actuarial net losses that will be amortized from AOCI in 2015	900,000
Defined Benefit Plan, Expected Future Benefit Payments, Fiscal Year Maturity [Abstract]
2015	6,615,000
2016	6,859,000
2017	7,097,000
2018	7,358,000
2019	7,656,000
2020 through 2024	41,754,000
Expected future benefit payments	77,339,000
Expected contributions to the plans in the next fiscal year	$ 6,000,000

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Consolidated Statements of Comprehensive Income (Loss) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Statement of Comprehensive Income [Abstract]
Net sales	$ 1,837,700	$ 1,731,143	$ 1,676,005
Cost of goods sold	1,572,301	1,505,636	1,459,701
Gross profit	265,399	225,507	216,304
Selling, general and administration expenses	224,077	207,166	206,708
Restructuring costs	11,137	10,630	11,431
Asset impairment	18,202	1,904	1,350
Operating income (loss)	11,983	5,807	(3,185)
Interest expense (income), net	41,525	33,230	31,454
Other expense (income), net	(587)	2,316	528
Income (loss) from continuing operations before income tax expense (benefit)	(28,955)	(29,739)	(35,167)
Income tax expense (benefit)	4,533	(21,377)	(13,365)
Income (loss) from continuing operations	(33,488)	(8,362)	(21,802)
Income (loss) from discontinued operations, net of tax	(630)	(598)	1,480
Net income (loss)	(34,118)	(8,960)	(20,322)
Less: net income (loss) attributable to non-controlling interest	3,222	2,050	2,923
Net income (loss) attributable to Masonite	(37,340)	(11,010)	(23,245)
Earnings (loss) per common share attributable to Masonite:
Basic earnings per common share attributable to Masonite (in dollars per share)	$ (1.26)	$ (0.39)	$ (0.84)
Diluted earnings per common share attributable to Masonite (in dollars per share)	$ (1.26)	$ (0.39)	$ (0.84)
Earnings (loss) per common share from continuing operations attributable to Masonite:
Basic (in dollars per share)	$ (1.24)	$ (0.37)	$ (0.89)
Diluted (in dollars per share)	$ (1.24)	$ (0.37)	$ (0.89)
Other comprehensive income (loss):
Foreign exchange gain (loss)	(48,667)	(12,096)	8,187
Pension and other post-retirement adjustments	(12,045)	15,571	663
Amortization of actuarial net losses	0	1,413	1,689
Income tax benefit (expense) related to other comprehensive income (loss)	3,076	(6,266)	(1,561)
Other comprehensive income (loss), net of tax:	(57,636)	(1,378)	8,978
Comprehensive income (loss)	(91,754)	(10,338)	(11,344)
Less: comprehensive income (loss) attributable to non-controlling interest	2,244	1,289	3,157
Comprehensive income (loss) attributable to Masonite	$ (93,998)	$ (11,627)	$ (14,501)

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Supplemental Unaudited Quarterly FInancial Information (Tables)

12 Months Ended

Dec. 28, 2014

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Information

Operating results for previous periods do not necessarily indicate results that may be achieved in any future period.

	Quarter Ended
(In thousands, except per share information)	December 28, 2014			September 28, 2014			June 29, 2014			March 30, 2014
Net sales	$	448,940		$	476,124		$	490,176		$	422,460
Cost of goods sold	381,364			409,894			411,569			369,474
Gross profit	67,576			66,230			78,607			52,986
Selling, general and administration expenses	53,928			53,855			58,519			57,775
Restructuring costs	(57		)	9,913			560			721
Asset impairment	18,202			—			—			—
Operating income (loss)	(4,497		)	2,462			19,528			(5,510		)
Interest expense (income), net	10,491			10,447			10,594			9,993
Other expense (income), net	(1,670		)	(404		)	1,306			181
Income (loss) from continuing operations before income tax expense (benefit)	(13,318		)	(7,581		)	7,628			(15,684		)
Income tax expense (benefit)	1,131			2,004			1,379			19
Income (loss) from continuing operations	(14,449		)	(9,585		)	6,249			(15,703		)
Income (loss) from discontinued operations, net of tax	(194		)	(124		)	(170		)	(142		)
Net income (loss)	(14,643		)	(9,709		)	6,079			(15,845		)
Less: Net income (loss) attributable to non-controlling interest	1,724			258			499			741
Net income (loss) attributable to Masonite	$	(16,367	)	$	(9,967	)	$	5,580		$	(16,586	)
Earnings (loss) per common share attributable to Masonite:
Basic	$	(0.55	)	$	(0.34	)	$	0.19		$	(0.56	)
Diluted	$	(0.55	)	$	(0.34	)	$	0.18		$	(0.56	)
	Quarter Ended
	December 29, 2013			September 29, 2013			June 30, 2013			March 31, 2013
Net sales	$	420,475		$	433,051		$	453,093		$	424,524
Cost of goods sold	369,007			374,082			388,424			374,123
Gross profit	51,468			58,969			64,669			50,401
Selling, general and administration expenses	54,692			51,386			54,128			46,960
Restructuring costs	6,163			1,265			1,762			1,440
Asset impairment	—			—			1,904			—
Operating income (loss)	(9,387		)	6,318			6,875			2,001
Interest expense (income), net	8,442			8,330			8,208			8,250
Other expense (income), net	3,092			(255		)	(363		)	(158		)
Income (loss) from continuing operations before income tax expense (benefit)	(20,921		)	(1,757		)	(970		)	(6,091		)
Income tax expense (benefit)	(13,661		)	(6,272		)	(408		)	(1,036		)
Income (loss) from continuing operations	(7,260		)	4,515			(562		)	(5,055		)
Income (loss) from discontinued operations, net of tax	(402		)	(62		)	(44		)	(90		)
Net income (loss)	(7,662		)	4,453			(606		)	(5,145		)
Less: Net income (loss) attributable to non-controlling interest	(73		)	838			605			680
Net income (loss) attributable to Masonite	$	(7,589	)	$	3,615		$	(1,211	)	$	(5,825	)
Earnings (loss) per common share attributable to Masonite:
Basic	$	(0.25	)	$	0.13		$	(0.04	)	$	(0.21	)
Diluted	$	(0.25	)	$	0.12		$	(0.04	)	$	(0.21	)

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Supplemental Unaudited Quarterly FInancial Information (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 28, 2014	Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Dec. 29, 2013	Sep. 29, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Quarterly Financial Information Disclosure [Abstract]
Net sales	$ 448,940	$ 476,124	$ 490,176	$ 422,460	$ 420,475	$ 433,051	$ 453,093	$ 424,524	$ 1,837,700	$ 1,731,143	$ 1,676,005
Cost of goods sold	381,364	409,894	411,569	369,474	369,007	374,082	388,424	374,123	1,572,301	1,505,636	1,459,701
Gross profit	67,576	66,230	78,607	52,986	51,468	58,969	64,669	50,401	265,399	225,507	216,304
Selling, general and administration expenses	53,928	53,855	58,519	57,775	54,692	51,386	54,128	46,960	224,077	207,166	206,708
Restructuring costs	(57)	9,913	560	721	6,163	1,265	1,762	1,440	11,137	10,630	11,431
Asset impairment	18,202	0	0	0	0	0	1,904	0	18,202	1,904	1,350
Operating income (loss)	(4,497)	2,462	19,528	(5,510)	(9,387)	6,318	6,875	2,001	11,983	5,807	(3,185)
Interest expense (income), net	10,491	10,447	10,594	9,993	8,442	8,330	8,208	8,250	41,525	33,230	31,454
Other expense (income), net	(1,670)	(404)	1,306	181	3,092	(255)	(363)	(158)	(587)	2,316	528
Income (loss) from continuing operations before income tax expense (benefit)	(13,318)	(7,581)	7,628	(15,684)	(20,921)	(1,757)	(970)	(6,091)	(28,955)	(29,739)	(35,167)
Income tax expense (benefit)	1,131	2,004	1,379	19	(13,661)	(6,272)	(408)	(1,036)	4,533	(21,377)	(13,365)
Income (loss) from continuing operations	(14,449)	(9,585)	6,249	(15,703)	(7,260)	4,515	(562)	(5,055)	(33,488)	(8,362)	(21,802)
Income (loss) from discontinued operations, net of tax	(194)	(124)	(170)	(142)	(402)	(62)	(44)	(90)	(630)	(598)	1,480
Net income (loss)	(14,643)	(9,709)	6,079	(15,845)	(7,662)	4,453	(606)	(5,145)	(34,118)	(8,960)	(20,322)
Less: net income (loss) attributable to non-controlling interest	1,724	258	499	741	(73)	838	605	680	3,222	2,050	2,923
Net income (loss) attributable to Masonite	$ (16,367)	$ (9,967)	$ 5,580	$ (16,586)	$ (7,589)	$ 3,615	$ (1,211)	$ (5,825)	$ (37,340)	$ (11,010)	$ (23,245)
Earnings Per Share, Basic and Diluted [Abstract]
Basic earnings per common share attributable to Masonite (in dollars per share)	$ (0.55)	$ (0.34)	$ 0.19	$ (0.56)	$ (0.25)	$ 0.13	$ (0.04)	$ (0.21)	$ (1.26)	$ (0.39)	$ (0.84)
Diluted earnings per common share attributable to Masonite (in dollars per share)	$ (0.55)	$ (0.34)	$ 0.18	$ (0.56)	$ (0.25)	$ 0.12	$ (0.04)	$ (0.21)	$ (1.26)	$ (0.39)	$ (0.84)

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Cash flows from operating activities:
Net income (loss)	$ (34,118)	$ (8,960)	$ (20,322)
Adjustments to reconcile net income (loss) to net cash flow provided by (used in) operating activities, net of acquisitions:
Loss (income) from discontinued operations, net of tax	630	598	(1,480)
Non-cash loss on deconsolidation	6,174	0	0
Depreciation	60,622	62,080	63,348
Amortization	21,722	17,058	15,076
Share based compensation expense	9,605	7,752	6,517
Deferred income taxes	(1,970)	(23,177)	(15,617)
Unrealized foreign exchange loss (gain)	328	2,928	179
Share of loss (income) from equity investees, net of tax	(1,344)	(1,020)	(718)
Dividend from equity investee	0	1,170	1,346
Pension and Other post-retirement expense (funding), net	(6,827)	(1,855)	(3,688)
Non-cash accruals and interest	(365)	915	715
Loss (gain) on sale of property, plant and equipment	3,816	(1,775)	2,724
Asset impairment	19,605	3,271	2,614
Accounts receivable	(14,047)	9,168	(9,642)
Inventories	(12,843)	(8,720)	(3,090)
Prepaid expenses	1,387	(3,527)	1,263
Accounts payable and accrued expenses	23,592	(5,095)	16,274
Other assets and liabilities	1,419	(3,358)	(277)
Net cash flow provided by (used in) operating activities	77,386	47,453	55,222
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment	6,976	9,586	1,474
Additions to property, plant and equipment	(50,147)	(45,971)	(48,419)
Cash used in acquisitions, net of cash acquired	(54,256)	(15,376)	(88,354)
Loss on deconsolidation	(1,087)	0	0
Restricted cash	644	(1,062)	88
Other investing activities	(3,038)	(1,650)	(892)
Net cash flow provided by (used in) investing activities	(100,908)	(54,473)	(136,103)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	138,688	0	103,500
Payment of financing costs	(1,925)	0	(2,035)
Minimum tax withholding on share based awards	(3,160)	(5,944)	0
Distributions to non-controlling interests	(5,017)	(3,723)	(5,735)
Proceeds from exercise of common stock warrants	263	0
Return of capital paid	0	(1,471)	(1,500)
Net cash flow provided by (used in) financing activities	128,849	(11,138)	94,230
Net foreign currency translation adjustment on cash	(14,163)	(3,283)	(240)
Increase (decrease) in cash and cash equivalents	91,164	(21,441)	13,109
Cash and cash equivalents, beginning of period	100,873	122,314	109,205
Cash and cash equivalents, at end of period	$ 192,037	$ 100,873	$ 122,314

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Variable Interest Entity (Details) (USD $) In Thousands, unless otherwise specified	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Variable Interest Entity [Line Items]
Current assets	$ 713,343	$ 623,744
Property, plant and equipment, net	576,234	630,279	648,360
Long-term deferred income taxes	20,697	23,363
Other assets, net	24,879	24,158
Current liabilities	(237,241)	(228,592)
Other long-term liabilities	(54,114)	(50,206)
Net assets of the VIE consolidated by Masonite	709,434	796,724
Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Current assets	8,346	9,524
Property, plant and equipment, net	17,788	19,543
Long-term deferred income taxes	12,321	14,998
Other assets, net	2,234	2,363
Current liabilities	(2,496)	(2,916)
Other long-term liabilities	(4,479)	(5,746)
Non-controlling interest	(7,785)	(7,093)
Net assets of the VIE consolidated by Masonite	$ 25,929	$ 30,673

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Inventories (Inventory Valuation) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Inventory Valuation [Roll Forward]
Balance at beginning of period	$ 8,351	$ 7,561	$ 10,520
Additions charged to expense	1,730	2,051	2,158
Deductions	(3,533)	(1,261)	(5,117)
Balance at end of period	$ 6,548	$ 8,351	$ 7,561

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Share Based Compensation Plans (Tables)

12 Months Ended

Dec. 28, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock appreciation rights award activity

Year Ended December 28, 2014	Stock Appreciation Rights		Aggregate Intrinsic Value (in thousands)		Weighted Average Exercise Price		Average Remaining Contractual Life (Years)
Outstanding, beginning of period	1,812,658		$	59,525	$	18.16	6.4
Exercised	(560,568	)	23,400		14.15
Cancelled	(20,622	)			38.48
Outstanding, end of period	1,231,468		$	48,516	$	19.59	5.9
Exercisable, end of period	907,716		$	38,589	$	16.48	5.1

Year Ended December 29, 2013	Stock Appreciation Rights		Aggregate Intrinsic Value (in thousands)		Weighted Average Exercise Price		Average Remaining Contractual Life (Years)
Outstanding, beginning of period	2,628,448		$	21,005	$	15.76	6.9
Granted	245,238				34.87
Exercised	(1,017,137	)	33,418		16.13
Cancelled	(43,891	)			15.89
Outstanding, end of period	1,812,658		$	59,525	$	18.16	6.4
Exercisable, end of period	1,350,928		$	48,690	$	14.96	5.6

Year Ended December 30, 2012	Stock Appreciation Rights		Aggregate Intrinsic Value (in thousands)		Weighted Average Exercise Price		Average Remaining Contractual Life (Years)
Outstanding, beginning of period	2,627,379		$	4,164	$	15.76	7.9
Granted	47,000				17.26
Cancelled	(45,931	)			15.00
Outstanding, end of period	2,628,448		$	21,005	$	15.76	6.9
Exercisable, end of period	1,881,158		$	16,278	$	15.12	6.5

Weighted-average grant date assumptions for SARs grants

The weighted average grant date assumptions used for the SARs granted were as follows for the periods indicated. Expected volatility is based on the historical volatility of the Company’s public industry peers’ common shares, amongst other considerations:

	2013 Grants			2012 Grants
Option Value (model conclusion)	$	9.68		$	4.46
Risk-free rate	1.7		%	0.3		%
Expected dividend yield	0.0		%	0.0		%
Expected volatility	35.2		%	49.0		%
Expected term (in years)	6.4			1.8

Restricted stock units award activity

	Year Ended
	December 28, 2014				December 29, 2013				December 30, 2012
	Total Restricted Stock Units Outstanding		Weighted Average Grant Date Fair Value		Total Restricted Stock Units Outstanding		Weighted Average Grant Date Fair Value		Total Restricted Stock Units Outstanding		Weighted Average Grant Date Fair Value
Outstanding, beginning of period	618,963		$	22.09	921,946		$	17.75	886,830		$	18.48
Granted	209,240		—		339,038				491,980
Delivered	(208,477	)			(566,376	)			(417,655	)
Withheld to cover (1)	(59,066	)			(65,406	)			(9,555	)
Cancelled	(17,287	)			(10,239	)			(29,654	)
Outstanding, end of period	543,373		$	34.56	618,963		$	22.09	921,946		$	17.75

____________

(1) A portion of the vested RSUs delivered were net share settled to cover the minimum statutory requirements for income and other employment taxes, at the individual participant’s election. We remit the equivalent cash to the appropriate taxing authorities. These net share settlements had the effect of share repurchases by us as we reduced and retired the number of shares that would have otherwise been issued as a result of the vesting.

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Share Based Compensation Plans (SARs) (Details) (Stock Appreciation Rights (SARs), USD $) In Thousands, except Share data, unless otherwise specified	0 Months Ended				12 Months Ended
	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012	Jan. 02, 2011	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Stock Appreciation Rights (SARs)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding, beginning of period, shares					1,812,658	2,628,448	2,627,379
Granted, shares						245,238	47,000
Exercised, shares					(560,568)	(1,017,137)
Cancelled, shares					(20,622)	(43,891)	(45,931)
Outstanding, end of period, shares	1,231,468	1,812,658	2,628,448		1,231,468	1,812,658	2,628,448
Exercisable, shares	907,716	1,350,928	1,881,158		907,716	1,350,928	1,881,158
Share-based Compensation Arrangement by Share-based Payment Award, Options, Aggregate Intrinsic Value & Average Remaining Contractual Life [Abstract]
Outstanding, beginning of period, aggregate intrinsic value					$ 59,525	$ 21,005	$ 4,164
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value					23,400	33,418
Outstanding, end period, aggregate intrinsic value	48,516	59,525	21,005		48,516	59,525	21,005
Exercisable, aggregate intrinsic value	$ 38,589	$ 48,690	$ 16,278		$ 38,589	$ 48,690	$ 16,278
Outstanding, beginning of period, weighted average remaining contractual term	5 years 10 months 29 days	6 years 4 months 26 days	6 years 10 months 29 days	7 years 10 months 29 days
Outstanding, end of period, weighted average remaining contractual term	5 years 10 months 29 days	6 years 4 months 26 days	6 years 10 months 29 days	7 years 10 months 29 days
Exercisable, weighted average remaining contractual term	5 years 1 month 7 days	5 years 7 months 9 days	6 years 6 months 3 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Outstanding, beginning of period, weighted average exercise price					$ 18.16	$ 15.76	$ 15.76
Granted, weighted average exercise price						$ 34.87	$ 17.26
Exercised, weighted average exercise price					$ 14.15	$ 16.13
Forfeited, weighted average exercise price					$ 38.48	$ 15.89	$ 15.00
Outstanding, end of period, weighted average exercise price	$ 19.59	$ 18.16	$ 15.76		$ 19.59	$ 18.16	$ 15.76
Exercisable, weighted average exercise price	$ 16.48	$ 14.96	$ 15.12		$ 16.48	$ 14.96	$ 15.12

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Fair Value of Financial Instruments

12 Months Ended

Dec. 28, 2014

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The carrying amounts of our cash and cash equivalents, restricted cash, accounts receivable, income taxes receivable, accounts payable, accrued expenses and income taxes payable approximate fair value because of the short-term maturity of those instruments. The estimated fair value of the Senior Notes as of December 28, 2014, and December 29, 2013, was $532.5 million and $412.1 million, respectively, compared to a carrying value of $511.9 million and $377.8 million, respectively. This estimate is based on market quotes and calculations based on current market rates available to us and is categorized as having Level 2 valuation inputs as established by the FASB’s Fair Value Framework. Market quotes used in these calculations are based on bid prices for our debt instruments and are obtained from and corroborated with multiple independent sources. The market quotes obtained from independent sources are within the range of management’s expectations.

Assets held for sale are stated at the lower of carrying amount or fair value less cost to sell and are revalued at each reporting date. This valuation is performed on a regular basis and is categorized as having Level 2 valuation inputs as established by the FASB’s Fair Value Framework. The related charges due to revaluation were not material during the years ended December 28, 2014, or December 29, 2013.

On December 29, 2013, we had assets held for sale of $3.4 million. During the year endedDecember 28, 2014, foreign exchange fluctuations increased the value of foreign assets held for sale by $0.1 million. Also during 2014, we divested our last remaining asset held for sale, which had a book value of $3.5 million. The sale of this location resulted in the recognition of a gain of $1.0 million representing the excess of the consideration received over the book value of the divested assets. This resulted in a balance of zero in assets held for sale as of December 28, 2014.

On December 30, 2012, we had assets held for sale of $7.2 million. During the year ended December 29, 2013, we divested four locations which had a book value of $3.8 million. The sale of these locations resulted in the recognition of a gain of $3.1 million representing the excess of the consideration received over the book value of the divested assets. This resulted in a balance of $3.4 million as of December 29, 2013.

On January 1, 2012, we had assets held for sale of $14.4 million. During the year ended December 30, 2012, foreign exchange fluctuations increased the value of foreign assets held for sale by $0.2 million. Also during 2012, we divested one location which had a book value of $1.7 million. Additionally, we reclassified two locations that were held for sale back into property, plant and equipment, as there had been minimal interest in the properties since their classification as held for sale due to market conditions, and management no longer believed that sale of these two locations was probable within the next twelve months. Assets transferred out of held for sale had a book value of $4.3 million and were classified as property, plant and equipment at their fair value of $2.7 million. The related impairment charges of $1.6 million were recorded within gain (loss) on sale of property, plant and equipment, a component of selling, general and administration expense in the consolidated statements of comprehensive income (loss). Furthermore, the assets remaining as held for sale were revalued to their respective fair values (net of selling costs), resulting in impairment charges of $1.4 million, which are included within asset impairment in the statements of comprehensive income (loss). This resulted in a balance of $7.2 million in assets held for sale as of December 30, 2012.

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Employee Future Benefits (Tables)

12 Months Ended

Dec. 28, 2014

Defined Benefit Plan Disclosure [Line Items]

Schedule of Expected Benefit Payments

As of December 28, 2014, the estimated future benefit payments from the plans for the following future periods are set forth as follows:

(In thousands)	Expected Future Benefit Payments
Fiscal year:
2015	$	6,615
2016	6,859
2017	7,097
2018	7,358
2019	7,656
2020 through 2024	41,754
Total estimated future benefit payments	$	77,339

United States Defined Benefit Plan

Defined Benefit Plan Disclosure [Line Items]

Schedule of Net Benefit Costs

Information about the U.S. defined benefit plan is as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Components of net periodic benefit cost:
Service cost	$	261		$	384		$	809
Interest cost	5,062			4,662			4,680
Expected return on assets	(5,951		)	(5,116		)	(4,509		)
Amortization of actuarial net losses	—			1,413			1,841
Net pension expense	$	(628	)	$	1,343		$	2,821

Changes in Projected Benefit Obligations, Fair Value of Plan Assets, and Funded Status of Plan

Information with respect to the assets, liabilities and net accrued benefit obligation of the U.S. defined benefit plan is set forth as follows for the periods indicated:

(In thousands)	December 28, 2014			December 29, 2013
Pension assets:
Fair value of plan assets, beginning of year	$	84,501		$	74,531
Company contributions	5,441			3,200
Actual return on plan assets	6,480			11,892
Benefits paid	(5,350		)	(4,882		)
Administrative expenses paid	(348		)	(240		)
Fair value of plan assets, end of year	90,724			84,501
Pension liability:
Accrued benefit obligation, beginning of year	105,821			114,910
Current service cost	261			384
Interest cost	5,062			4,662
Actuarial loss (gain)	10,857			(9,013		)
Benefits paid	(5,350		)	(4,882		)
Administrative expenses paid	(348		)	(240		)
Accrued benefit obligation, end of year	116,303			105,821
Net accrued benefit obligation, end of year	$	25,579		$	21,320

Schedule of Allocation of Plan Assets

Information with respect to the amounts and types of securities that are held in the U.S. defined benefit plan is set forth as follows for the periods indicated:

	December 28, 2014				December 29, 2013
(In thousands)	Amount		% of Total Plan		Amount		% of Total Plan
Equity securities	$	54,434	60.0	%	$	51,715	61.2	%
Debt securities	35,382		39.0	%	31,519		37.3	%
Other	908		1.0	%	1,267		1.5	%
	$	90,724	100.0	%	$	84,501	100.0	%

Schedule of Assumptions Used

The weighted average actuarial assumptions adopted in measuring our U.S. accrued benefit obligations and costs were as follows for the periods indicated:

	Year Ended
	December 28, 2014		December 29, 2013		December 30, 2012
Discount rate applied for:
Accrued benefit obligation	4.1	%	5.0	%	4.1	%
Net periodic pension cost	5.0	%	4.1	%	4.2	%
Expected long-term rate of return on plan assets	7.0	%	7.0	%	7.0	%

United Kingdom Defined Benefit Plan

Defined Benefit Plan Disclosure [Line Items]

Schedule of Net Benefit Costs

Information about the U.K. defined benefit plan is as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Components of net periodic benefit cost:
Interest cost	$	1,335		$	1,329		$	1,248
Expected return on assets	(1,041		)	(974		)	(947		)
Net pension expense	$	294		$	355		$	301

Changes in Projected Benefit Obligations, Fair Value of Plan Assets, and Funded Status of Plan

Information with respect to the assets, liabilities and net accrued benefit obligation of the U.K. defined benefit plan is as follows for the periods indicated:

(In thousands)	December 28, 2014			December 29, 2013
Pension assets:
Fair value of plan assets, beginning of year	$	22,239		$	20,143
Company contributions	789			890
Actual return on plan assets	2,594			1,681
Benefits paid	(1,285		)	(874		)
Translation adjustment	(1,248		)	399
Fair value of plan assets, end of year	23,089			22,239
Pension liability:
Accrued benefit obligation, beginning of year	30,627			28,950
Interest cost	1,335			1,329
Actuarial loss (gain)	2,615			821
Benefits paid	(1,285		)	(874		)
Translation adjustment	(1,704		)	401
Accrued benefit obligation, end of year	31,588			30,627
Net accrued benefit obligation, end of year	$	8,499		$	8,388

Schedule of Allocation of Plan Assets

Information with respect to the amounts and types of securities that are held in the U.K. defined benefit plan is set forth as follows for the periods indicated:

	December 28, 2014				December 29, 2013
(In thousands)	Amount		% of Total Plan		Amount		% of Total Plan
Equity securities	$	10,784	46.7	%	$	11,172	50.2	%
Debt securities	12,238		53.0	%	10,824		48.7	%
Other	67		0.3	%	243		1.1	%
Total plan assets	$	23,089	100.0	%	$	22,239	100.0	%

Schedule of Assumptions Used

The weighted average actuarial assumptions adopted in measuring our U.K. accrued benefit obligations and costs were as follows for the periods indicated:

	Year Ended
	December 28, 2014		December 29, 2013		December 30, 2012
Discount rate applied for:
Accrued benefit obligation	3.6	%	4.4	%	4.4	%
Net periodic pension cost	3.6	%	4.4	%	4.4	%
Expected long-term rate of return on plan assets	4.2	%	5.2	%	5.0	%

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Other Comprehensive Income and Accumulated Other Comprehensive Income

12 Months Ended

Dec. 28, 2014

Equity [Abstract]

Other Comprehensive Income and Accumulated Other Comprehensive Income

Other Comprehensive Income and Accumulated Other Comprehensive Income

A rollforward of the components of accumulated other comprehensive income (loss) is as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Accumulated foreign exchange gains (losses), beginning of period	$	(8,797	)	$	2,538		$	(5,489	)
Foreign exchange gain (loss)	(48,667		)	(12,096		)	8,187
Income tax benefit (expense) on foreign exchange gain (loss)	(987		)	—			74
Less: foreign exchange gain (loss) attributable to non-controlling interest	(978		)	(761		)	234
Accumulated foreign exchange gains (losses), end of period	(57,473		)	(8,797		)	2,538
Accumulated amortization of actuarial net losses, beginning of period	1,890			1,037			—
Amortization of actuarial net losses	—			1,413			1,689
Income tax benefit (expense) on amortization of actuarial net losses	—			(560		)	(652		)
Accumulated amortization of actuarial net losses, end of period	1,890			1,890			1,037
Accumulated pension and other post-retirement adjustments, beginning of period	(12,694		)	(22,559		)	(22,239		)
Pension and other post-retirement adjustments	(12,045		)	15,571			663
Income tax benefit (expense) on pension and other post-retirement adjustments	4,063			(5,706		)	(983		)
Accumulated pension and other post-retirement adjustments	(20,676		)	(12,694		)	(22,559		)
Accumulated other comprehensive income (loss)	$	(76,259	)	$	(19,601	)	$	(18,984	)
Other comprehensive income (loss), net of tax:	$	(57,636	)	$	(1,378	)	$	8,978
Less: other comprehensive income (loss) attributable to non-controlling interest	(978		)	(761		)	234
Other comprehensive income (loss) attributable to Masonite	$	(56,658	)	$	(617	)	$	8,744

Actuarial net losses are reclassified out of accumulated other comprehensive income (loss) into cost of goods sold in the consolidated statements of comprehensive income (loss).

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Employee Future Benefits (Information about the Plans)(Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012	Apr. 15, 2011 age	Apr. 15, 2013 age
United States Defined Benefit Plan
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost	$ 261	$ 384	$ 809
Interest cost	5,062	4,662	4,680
Expected return on assets	(5,951)	(5,116)	(4,509)
Amortization of actuarial net losses	0	1,413	1,841
Net pension expense	(628)	1,343	2,821
United States Defined Benefit Plan | Maximum
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Age At Which Benefit Accruals Are Frozen				49
United States Defined Benefit Plan | Minimum
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Age At Which Benefit Accruals Are Frozen					50
United Kingdom Defined Benefit Plan
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Interest cost	1,335	1,329	1,248
Expected return on assets	(1,041)	(974)	(947)
Net pension expense	$ 294	$ 355	$ 301

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Business Overview and Significant Accounting Policies

12 Months Ended

Dec. 28, 2014

Accounting Policies [Abstract]

Business Overview and Significant Accounting Policies

Business Overview and Significant Accounting Policies

Unless we state otherwise or the context otherwise requires, references to "Masonite," "we," "our," "us" and the "Company" in these notes to the consolidated financial statements refer to Masonite International Corporation and its subsidiaries.

Description of Business

Masonite International Corporation is one of the largest manufacturers of doors in the world, with significant market share in both interior and exterior door products. Masonite operates 63 manufacturing and distribution facilities in 10 countries and sells doors to customers throughout the world, including the United States, Canada, the United Kingdom and France.

Basis of Presentation

We prepare these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These consolidated financial statements include the accounts of Masonite International Corporation, a company incorporated under the laws of British Columbia, and its subsidiaries, as of December 28, 2014, and December 29, 2013, and for the years ended December 28, 2014, December 29, 2013 and December 30, 2012.

Our fiscal year is the 52- or 53-week period ending on the Sunday closest to December 31. In a 52-week year, each fiscal quarter consists of 13 weeks. Certain prior year amounts have been reclassified to conform to the current basis of presentation.

Changes in Accounting Standards and Policies

Adoption of Recent Accounting Pronouncements

In July 2013, the FASB issued ASU 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists," which amended ASC 740, "Income Taxes." This ASU addresses the diversity in practice regarding financial statement presentation of an unrecognized tax benefit when a net operating loss, a similar tax loss or a tax credit carryforward exists. This ASU requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward, except as follows: to the extent a net operating loss carryforward, a similar tax loss or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This ASU was effective prospectively for reporting periods beginning after December 15, 2013, and early adoption was permitted. The adoption of this standard did not have a material impact on the presentation of our financial statements.

In March 2013, the FASB issued ASU 2013-05, "Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity," which amended ASC 830, "Foreign Currency Matters." This ASU updates accounting guidance related to the application of consolidation guidance and foreign currency matters. This ASU resolves the diversity in practice about what guidance applies to the release of the cumulative translation adjustment into net income. This ASU was effective prospectively for annual reporting periods beginning after December 15, 2013, and interim periods within those annual periods. The adoption of this standard did not have a material impact on the presentation of our financial statements. Any future impact of ASU 2013-05 on our financial position and results of operations will depend upon the nature and extent of future sales or dispositions of any entities that had created a cumulative translation adjustment.

Other Recent Accounting Pronouncements not yet Adopted

In August 2014, the FASB issued ASU 2014-15, "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern," which amended ASC 205-40, "Presentation of Financial Statements - Going Concern". This ASU requires 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 entity's financial statements and to provide related footnote disclosures. This ASU is effective for annual reporting periods ending after December 15, 2016, and interim periods thereafter; early adoption is permitted. We are in the process of evaluating this guidance to determine the impact it will have on our financial statements.

In May 2014, the FASB issued ASU 2014-09, "Revenue From Contracts With Customers," which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is effective for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods; early application is not permitted. We are in the process of evaluating this guidance to determine the magnitude of its impact on our financial statements.

In April 2014, the FASB issued ASU 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," which amends the definition of a discontinued operation in ASC 205-20 and requires entities to provide additional disclosures about discontinued operations as well as disposal transactions that do not meet the discontinued operations criteria. The FASB issued the ASU to provide more decision-useful information and to make it more difficult for a disposal transaction to qualify as a discontinued operation. This ASU is effective for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods; early application is permitted. The adoption of this standard is not expected to have a material impact on the presentation of our financial statements.

Summary of Significant Accounting Policies

(a)    Principles of consolidation:

These consolidated financial statements include the accounts of Masonite and our subsidiaries and the accounts of any variable interest entities for which we are the primary beneficiary. Intercompany accounts and transactions have been eliminated upon consolidation. The results of subsidiaries acquired during the periods presented are consolidated from their respective dates of acquisition using the acquisition method. Subsidiaries are prospectively deconsolidated as of the date when we no longer have effective control of the entity.

(b)    Translation of consolidated financial statements into U.S. dollars:

These consolidated financial statements are expressed in U.S. dollars. The accounts of the majority of our self-sustaining foreign operations are maintained in functional currencies other than the U.S. dollar. Assets and liabilities for these subsidiaries have been translated into U.S. dollars at the exchange rates prevailing at the end of the period and results of operations at the average exchange rates for the period. Unrealized exchange gains and losses arising from the translation of the financial statements of our non-U.S. functional currency operations are accumulated in the cumulative translation adjustments account in accumulated other comprehensive income (loss). For our foreign subsidiaries where the U.S. dollar is the functional currency, all foreign currency-denominated accounts are remeasured into U.S. dollars. Unrealized exchange gains and losses arising from remeasurements of foreign currency-denominated assets and liabilities are included within other expense (income), net, in the consolidated statements of comprehensive income (loss). Gains and losses arising from international intercompany transactions that are of a long-term investment nature are reported in the same manner as translation gains and losses. Realized exchange gains and losses are included in net income (loss) for the periods presented.

(c)    Cash and cash equivalents:

Cash includes cash equivalents which are short-term highly liquid investments with original maturities of three months or less.

(d)    Restricted cash:

Restricted cash includes cash we have placed as collateral for letters of credit.

(e)    Accounts receivable:

We record accounts receivable as our products are received by our customers. Our customers are primarily retailers, distributors and contractors. We record an allowance for doubtful accounts for known collectability issues, as such issues relate to specific transactions or customer balances. When it becomes apparent, based on age or customer circumstances, that such amounts will not be collected, they are expensed as bad debt and payments subsequently received are credited to the bad debt expense account, included within selling, general and administration expense in the consolidated statements of comprehensive income (loss). Generally, we do not require collateral for our accounts receivable.

(f)    Inventories:

Raw materials are valued at the lower of cost or market value, where market value is determined using replacement cost. Finished goods are valued at the lower of cost or net realizable value. Cost is determined on a first in, first out basis. In determining the net realizable value, we consider factors such as yield, turnover, expected future demand and past experience.

The cost of inventories includes all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. The costs of conversion of inventories include costs directly related to the units of production, such as direct labor. They also include a systematic allocation of fixed and variable production overheads that are incurred in converting raw materials into finished goods. Fixed production overheads are those indirect costs of production that remain relatively constant regardless of the volume of production, such as depreciation and maintenance of factory buildings and equipment, and the cost of factory management and administration. Variable production overheads are those indirect costs of production that vary directly, or nearly directly, with the volume of production, such as indirect materials and indirect labor.

To determine the cost of inventory, we allocate fixed expenses to the cost of production based on the normal capacity, which refers to a range of production levels and is considered the production expected to be achieved over a number of periods or seasons under normal circumstances, taking into account the loss of capacity resulting from planned maintenance. Fixed overhead costs allocated to each unit of production are not increased due to abnormally low production. Those excess costs are recognized as a current period expense. When a production facility is completely shut down temporarily, it is considered idle, and all related expenses are charged to cost of goods sold.

(g)    Property, plant and equipment:

Property, plant and equipment are stated at cost. Depreciation is recorded based on the carrying values of buildings, machinery and equipment using the straight-line method over the estimated useful lives set forth as follows:

	Useful Life (Years)
Buildings	20 - 40
Machinery and equipment
Tooling	10 - 25
Machinery and equipment	5 - 25
Molds and dies	12 - 25
Office equipment, fixtures and fittings	3 - 12

Improvements and major maintenance that extend the life of an asset are capitalized; other repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed, their carrying values and accumulated depreciation are removed from the accounts.

Property, plant and equipment are tested for impairment when events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. An impairment loss is recognized when the carrying amount of an asset or asset group being tested for recoverability exceeds the sum of the undiscounted cash flows expected from its use and disposal. Impairments are measured as the amount by which the carrying amount of the asset or asset group exceeds its fair value, as determined using a discounted cash flows approach when quoted market prices are not available.

(h)    Goodwill:

We use the acquisition method of accounting for all business combinations. We evaluate all business combinations for intangible assets that should be recognized apart from goodwill. Goodwill adjustments are recorded for the effect on goodwill of changes to net assets acquired during the measurement period (up to one year from the date of acquisition) for new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date.

Goodwill is not amortized, but instead is tested annually for impairment on the last day of fiscal November, or more frequently if events or changes in circumstances indicate the carrying amount may not be recoverable. The test for impairment is performed at the reporting unit level by comparing the reporting unit’s carrying amount to its fair value. Possible impairment in goodwill is first analyzed using qualitative factors such as macroeconomic and market conditions, changing costs and actual and projected performance, amongst others, to determine whether it is more likely than not that the book value of the reporting unit exceeds its fair value. If it is determined more likely than not that the book value exceeds fair value, a quantitative analysis is performed to test for impairment. When quantitative steps are determined necessary, the fair values of the reporting units are estimated through the use of discounted cash flow analysis and market multiples. If the carrying amount exceeds fair value, then goodwill is impaired. Any impairment in goodwill is measured by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and comparing the notional goodwill from the fair value allocation to the carrying value of the goodwill. There were no impairment charges recorded against goodwill in any period presented.

(i)    Intangible assets:

Intangible assets with definite lives include customer relationships, non-compete agreements, patents, system software development, supply agreements and acquired trademarks and tradenames. Definite lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Information pertaining to estimated useful lives of intangible assets is as follows:

	Estimated Useful Life
Customer relationships	Over expected relationship period, not exceeding 10 years
Non-compete agreements	Over life of the agreement
Patents	Over expected useful life, not exceeding 17 years
System software development	Over expected useful life, not exceeding 5 years
Supply agreements	Over life of the agreement
Acquired trademarks and tradenames	Over expected useful life

Amortizable intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying value may be greater than fair value. An impairment loss is recognized when the estimate of undiscounted future cash flows generated by such assets is less than the carrying amount. Measurement of the impairment loss is based on the fair value of the asset. Fair value is measured using discounted cash flows.

Indefinite lived intangible assets are not amortized, but instead are tested for impairment annually on the last day of fiscal November, or more frequently if events or circumstances indicate the carrying value may exceed the fair value.

(j)    Income taxes:

We use 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.

We account for uncertain taxes in accordance with ASC 740, “Income Taxes”. The initial benefit recognition model follows a two-step approach. First we evaluate if the tax position is more likely than not of being sustained if audited based solely on the technical merits of the position. Second, we measure the appropriate amount of benefit to recognize. This is calculated as the largest amount of tax benefit that has a greater than 50% likelihood of ultimately being realized upon settlement. Subsequently at each reporting date, the largest amount that has a greater than 50% likelihood of ultimately being realized, based on information available at that date, will be measured and recognized.

We recognize interest and penalties related to unrecognized tax benefits within the income tax expense line in the consolidated statements of comprehensive income (loss). Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheets.

We have outside basis differences as well as undistributed earnings in our foreign subsidiaries. For those subsidiaries in which we considered to be indefinitely reinvested, no provision for Canadian income or local country withholding taxes has been recorded. Upon curing of the outside basis difference and/or repatriation of those earnings, in the form of dividends or otherwise, we may be subject to both Canadian income taxes and withholding taxes payable to the various foreign countries. For those subsidiaries where the earnings are not considered indefinitely reinvested, taxes have been provided as required. The determination of the unrecorded deferred income tax liability for temporary differences related to investments in foreign subsidiaries that are considered to be indefinitely reinvested is not considered practical.

(k)    Employee future benefits:

We maintain defined benefit pension plans. Earnings are charged with the cost of benefits earned by employees as services are rendered. The cost reflects management’s best estimates of the pension plans’ expected investment yields, wage and salary escalation, mortality of members, terminations and the ages at which members will retire. Changes in these assumptions could impact future pension expense. The excess of the net actuarial gain (loss) over 10% of the greater of the benefit obligation or fair value of plan assets at the beginning of the year is amortized over the average remaining service lives of the members.

Assets are valued at fair value for the purpose of calculating the expected return on plan assets. Past service costs arising from plan amendments are amortized on a straight-line basis over the average remaining service period of employees active at the date of amendment.

When a restructuring of a benefit plan gives rise to both a curtailment and a settlement of obligations, the curtailment is accounted for prior to the settlement. Curtailment gains are offset against unrecognized losses and any excess gains and all curtailment losses are recorded in the period in which the curtailment occurs.

(l)    Restructuring costs:

All salary-related severance benefits are accrued and expensed when a 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, which is generally when the decision to terminate the employee is made by management of sufficient authority. A liability and expense are recorded for termination benefits based on their fair value when it is probable that employees will be entitled to the benefits, and the amount can be reasonably estimated. This occurs when management approves and commits us to the obligation, management’s termination plan specifically identifies all significant actions to be taken, actions required to fulfill management’s plan are expected to begin as soon as possible and significant changes to the plan are not likely. All salary-related non-contractual benefits are accrued and expensed at fair value at the communication date.

In addition to salary-related costs, we incur other restructuring costs when facilities are closed or capacity is realigned within the organization. A liability and expense are recorded for contractual exit activities when we terminate the contract within the provisions of the agreement, generally by way of written notice to the counterparty. For non-contractual exit activities, a liability and expense are measured at fair value in the period in which the liability is incurred.

Restructuring-related costs are presented separately in the consolidated statements of comprehensive income (loss) whereas non-restructuring severance benefits are charged to cost of goods sold or selling, general and administration expense depending on the nature of the job responsibilities.

(m)    Financial instruments:

We have applied a framework consistent with ASC 820, “Fair Value Measurement and Disclosure”, and has disclosed all financial assets and liabilities measured at fair value and non-financial assets and liabilities measured at fair value on a non-recurring basis (at least annually).

We classify and disclose assets and liabilities carried at fair value in one of the following three categories:

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

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

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

The estimated fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than a forced or liquidation sale. These estimates, although based on the relevant market information about the financial instrument, are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

(n)    Share based compensation expense:

We have a share based compensation plan, which is described in detail in Note 8. We apply the fair value method of accounting using comprehensive valuation models, including the Black-Scholes-Merton option pricing model, to determine the compensation expense.

(o)    Revenue recognition:

Revenue from the sale of products is recognized when an agreement with the customer in the form of a sales order is in place, the sales price is fixed or determinable, collection is reasonably assured and the customer has taken ownership and assumes risk of loss. Volume rebates and incentives to customers are considered as a reduction of the sales price of our products. Accordingly, revenue is reported net of such rebates and incentives. Shipping and other transportation costs charged to buyers are recorded in both revenues and cost of goods sold in the consolidated statements of comprehensive income (loss).

(p)    Product warranties:

We warrant certain qualitative attributes of our door products. We have recorded provisions for estimated warranty and related costs based on historical experience and periodically adjust these provisions to reflect actual experience. The rollforward of our warranty provision is as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Balance at beginning of period	$	1,914		$	1,368		$	1,366
Additions charged to expense	4,674			1,851			1,470
Deductions	(3,033		)	(1,305		)	(1,468		)
Balance at end of period	$	3,555		$	1,914		$	1,368

(q)    Vendor rebates:

We account for cash consideration received from a vendor as a reduction of cost of goods sold and inventory, in the consolidated statements of comprehensive income (loss) and consolidated balance sheets, respectively. The cash consideration received represents agreed-upon vendor rebates that are earned in the normal course of operations.

(r)    Advertising costs:

We recognize advertising costs as they are incurred. Advertising costs were $7.7 million, $6.3 million and $6.1 million in the years endedDecember 28, 2014, December 29, 2013 and December 30, 2012, respectively. Advertising costs incurred primarily relate to tradeshows and are included within selling, general and administration expense in the consolidated statements of comprehensive income (loss).

(s)    Research and development costs:

We recognize research and development costs as they are incurred. Research and development costs were $6.1 million, $4.1 million and $4.6 million in the years ended December 28, 2014, December 29, 2013 and December 30, 2012 respectively. Research and development costs incurred primarily relate to the development of new products and the improvement of manufacturing processes, and are primarily included within cost of goods sold in the consolidated statements of comprehensive income (loss). These costs exclude the significant investments in other areas such as advanced automation and e-commerce.

(t)    Insurance losses and proceeds:

All involuntary conversions of property, plant and equipment are recorded as losses within loss (gain) on disposal of property, plant and equipment, which is included within selling, general and administration expense in the consolidated statements of comprehensive income (loss) and as reductions to property, plant and equipment in the consolidated balance sheets. Any subsequent proceeds received for insured losses of property, plant and equipment are also recorded as gains within loss (gain) in disposal of property, plant and equipment, and are classified as cash flows from investing activities in the consolidated statements of cash flows in the period in which the cash is received. Proceeds received for business interruption recoveries are recorded as a reduction to selling, general and administration expense in the consolidated statements of comprehensive income (loss) and are classified as cash flows from operating activities in the consolidated statements of cash flows in the period in which an acknowledgment from the insurance carrier of settlement or partial settlement of a non-refundable nature has been presented to us.

(u)    Discontinued operations:

We account for discontinued operations by segregating assets, liabilities and earnings (net of tax) in the consolidated balance sheets and consolidated statements of comprehensive income (loss), respectively. Operations are classified as discontinued when the operations and cash flows of the component has been or will be eliminated as a result of a disposal transaction and we will not have any significant continuing involvement in the operations of the component after disposal.

(v)    Equity investments:

We account for investments in affiliates of between 20% and 50% ownership, over which we have significant influence, using the equity method. We record our share of earnings of the affiliate within other expense (income) in the consolidated statements of comprehensive income (loss) and dividends as a reduction of the investment in the affiliate in the consolidated balance sheets when declared.

(w)    Segment Reporting:

Our reportable segments are organized and managed principally by geographic region: North America; Europe, Asia and Latin America; and Africa. The North America reportable segment is the aggregation of the following operating segments: Retail, Wholesale and Architectural. The Europe, Asia and Latin America reportable segment is the aggregation of the following operating segments: United Kingdom, France and Central Eastern Europe. Operating segments are aggregated into reportable segments only if they exhibit similar economic characteristics. 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.

(x)    Use of estimates:

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of net sales and expenses during the reporting periods. During 2014, there were no material changes in the methods or policies used to establish estimates and assumptions. Matters subject to significant estimation and judgment include the valuation of the allowance for doubtful accounts; the realizable values of inventories; the valuation of acquired tangible assets and liabilities; the determination of the fair value of financial instruments; the determination of the fair value of goodwill and intangible assets and the useful lives of intangible assets and long-lived assets, as well as the determination of impairment thereon; the determination of obligations under employee future benefit plans; the determination of the valuation of share based awards; and the recoverability of deferred tax assets and uncertain tax positions. Actual results may differ significantly from our estimates.

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 28, 2014	Dec. 29, 2013
Current assets:
Cash and cash equivalents	$ 192,037	$ 100,873
Restricted cash	13,187	13,831
Accounts receivable, net	241,721	243,823
Inventories, net	222,732	218,348
Prepaid expenses	21,103	22,371
Assets held for sale	0	3,408
Income taxes receivable	1,796	3,250
Current deferred income taxes	20,767	17,840
Total current assets	713,343	623,744
Property, plant and equipment, net	576,234	630,279
Investment in equity investees	8,827	7,483
Goodwill	99,199	78,404
Intangible assets, net	203,372	203,714
Long-term deferred income taxes	20,697	23,363
Other assets, net	24,879	24,158
Total assets	1,646,551	1,591,145
Current liabilities:
Accounts payable	98,199	98,936
Accrued expenses	137,681	128,924
Income taxes payable	1,361	732
Total current liabilities	237,241	228,592
Long-term debt	511,920	377,861
Long-term deferred income taxes	107,777	108,924
Other liabilities	54,114	50,206
Total liabilities	911,052	765,583
Commitments and Contingencies (Note 10)
Equity:
Share capital: unlimited shares authorized, no par value, 30,015,321 and 29,085,021 shares issued and outstanding as of December 28, 2014, and December 29, 2013, respectively.	657,292	646,196
Additional paid-in capital	225,918	230,306
Accumulated deficit	(97,517)	(60,177)
Accumulated other comprehensive income (loss)	(76,259)	(19,601)
Total equity attributable to Masonite	709,434	796,724
Equity attributable to non-controlling interests	26,065	28,838
Total equity	735,499	825,562
Total liabilities and equity	$ 1,646,551	$ 1,591,145

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Restructuring Costs

12 Months Ended

Dec. 28, 2014

Restructuring and Related Activities [Abstract]

Restructuring Costs

Restructuring Costs

The following table summarizes the restructuring charges recorded for the periods indicated:

	Year Ended
	December 28, 2014								December 29, 2013								December 30, 2012
(In thousands)	North America		Europe, Asia and Latin America		Africa		Total		North America		Europe, Asia and Latin America		Africa		Total		North America			Europe, Asia and Latin America		Total
2014 Plan	$	—	$	9,503	$	—	$	9,503	$	—	$	—	$	—	$	—	$	—		$	—	$	—
2013 Plan	541		656		7		1,204		2,408		3,008		1,142		6,558		—			—		—
2012 Plan	92		338		—		430		383		2,841		—		3,224		3,772			7,357		11,129
2011 Plan	—		—		—		—		—		—		—		—		(51		)	353		302
2009 and Prior Plans	—		—		—		—		—		848		—		848		—			—		—
Total Restructuring Costs	$	633	$	10,497	$	7	$	11,137	$	2,791	$	6,697	$	1,142	$	10,630	$	3,721		$	7,710	$	11,431

	Cumulative Amount Incurred Through
	December 28, 2014
(In thousands)	North America		Europe, Asia and Latin America		Africa		Total
2014 Plan	$	—	$	9,503	$	—	$	9,503
2013 Plan	2,949		3,664		1,149		7,762
2012 Plan	4,247		10,536		—		14,783
2011 Plan	856		3,718		—		4,574
2010 Plan	3,552		3,831		—		7,383
2009 and Prior Plans	1,741		2,117		—		3,858
Total Restructuring Costs	$	13,345	$	33,369	$	1,149	$	47,863

On August 20, 2014, the Board of Directors of Masonite Israel Ltd. (“Israel”), one of our wholly-owned subsidiaries, decided to voluntarily seek a Stay of Proceedings from the Israeli courts in an attempt to restructure the business (the “2014 Plan”). The court filing was made on August 21, 2014, and the court appointed a trustee to oversee the operation of the business and to attempt to restructure it. The action to seek court protection followed a comprehensive evaluation of the alternatives for the business, including an organized sale process that was ultimately unsuccessful. We determined that the subsidiary should be deconsolidated at that time, as it had become subject to the control of a court. We have had and will continue to have no continuing involvement with Israel subsequent to August 21, 2014, and Israel will not be considered a related party. As a result of Israel's court filing, we incurred $9.5 million of charges during the year ended December 28, 2014, of which $1.4 million relate to non-cash asset impairments, $6.8 million relate to non-cash losses on deconsolidation, and $1.9 millionrelate to cash charges incurred, primarily relating to bank debt and guarantees. Partially offsetting these charges was a gain of $0.6 million relating to the recognition of the cumulative translation adjustment into net income. As of December 28, 2014, pending the ultimate resolution of the Stay of Proceedings, we do not anticipate any material future charges related to the 2014 Plan.

During 2013, we began implementing plans to rationalize certain of our facilities, including related headcount reductions, in Canada due to synergy opportunities related to recent acquisitions in the residential interior wood door markets. We have also rationalized certain of our operations, including related headcount reductions, in Ireland, South Africa and Israel in order to respond to declines in demand in international markets. Additionally, the decision was made to discontinue sales into the Polish market subsequent to the decision to cease manufacturing operations in 2012 (collectively, the "2013 Restructuring Plan"). Costs associated with the 2013 Restructuring Plan include severance and closure charges, including impairment of certain property, plant and equipment, and are substantially completed. As of December 28, 2014, we do not expect to incur any material future charges for the 2013 Restructuring Plan.

During 2012, we began implementing plans to close certain of our U.S. manufacturing facilities due to the start-up of our new highly automated interior door slab assembly plant in Denmark, South Carolina, synergy opportunities related to recent acquisitions in the architectural interior wood door market and footprint optimization efforts resulting from declines in demand in specific markets. We also began implementing plans during 2012 to permanently close our businesses in Hungary and Romania and to cease manufacturing operations in Poland, due to the continued economic downturn and heightened volatility of the Eastern European economies (collectively, the "2012 Restructuring Plan"). Costs associated with these closure and exit activities relate to closures of facilities and impairment of certain tangible and intangible assets and are substantially completed. As of December 28, 2014, we do not expect to incur any material future charges for the 2012 Restructuring Plan.

Prior years’ restructuring plans costs relate to headcount reductions and facility rationalizations as a result of weakened market conditions. In response to the decline in demand, we reviewed the required levels of production and reduced the workforce and plant capacity accordingly, resulting in severance charges. These actions were taken in order to rationalize capacity with existing and forecasted market demand conditions. The restructuring plans initiated in 2009 and prior years (the "2009 and Prior Restructuring Plans") are substantially completed, although cash payments are expected to continue through 2019, primarily related to lease payments at closed facilities. As of December 28, 2014, we do not expect to incur any future charges for the 2009 and Prior Restructuring Plans.

The changes in the accrual for restructuring by activity were as follows for the periods indicated:

(In thousands)	December 29, 2013		Severance			Closure Costs		Cash Payments		Non-Cash Items		December 28, 2014
2014 Plan	$	—	$	—		$	9,503	$	1,087	$	7,577	$	839
2013 Plan	2,348		(22		)	1,226		3,211		—		341
2012 Plans	714		236			194		810		—		334
2009 and Prior Plans	1,347		—			—		528		—		819
Total	$	4,409	$	214		$	10,923	$	5,636	$	7,577	$	2,333

(In thousands)	December 30, 2012		Severance		Closure Costs		Cash Payments		Non-Cash Items		December 29, 2013
2013 Plan	$	—	$	4,901	$	1,657	$	2,843	$	1,367	$	2,348
2012 Plans	2,893		377		2,847		5,403		—		714
2009 and Prior Plans	1,675		—		848		1,176		—		1,347
Total	$	4,568	$	5,278	$	5,352	$	9,422	$	1,367	$	4,409

(In thousands)	January 1, 2012		Severance		Closure Costs			Cash Payments		Non-Cash Items		December 30, 2012
2012 Plans	$	—	$	6,115	$	5,014		$	6,972	$	1,264	$	2,893
2011 Plans	401		353		(51		)	703		—		—
2009 and Prior Plans	3,130		—		—			1,455		—		1,675
Total	$	3,531	$	6,468	$	4,963		$	9,130	$	1,264	$	4,568

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Other Comprehensive Income and Accumulated Other Comprehensive Income (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Accumulated Foreign Exchange Gains (Losses) [Roll Forward]
Accumulated foreign exchange gains (losses), beginning of period	$ (8,797)	$ 2,538	$ (5,489)
Foreign exchange gain (loss)	(48,667)	(12,096)	8,187
Income tax benefit (expense) on foreign exchange gain (loss)	(987)	0	74
Less: foreign exchange gain (loss) attributable to non-controlling interest	(978)	(761)	234
Accumulated foreign exchange gains (losses), end of period	(57,473)	(8,797)	2,538
Accumulated Amortization of Actuarial Net Losses [Roll Forward]
Accumulated amortization of actuarial net losses, beginning of period	1,890	1,037	0
Amortization of actuarial net losses	0	1,413	1,689
Income tax benefit (expense) on amortization of actuarial net losses	0	(560)	(652)
Accumulated amortization of actuarial net losses, end of period	1,890	1,890	1,037
Accumulated Pension and Other Post-Retirement Adjustments [Roll Forward]
Accumulated pension and other post-retirement adjustments	12,694	22,559	22,239
Pension and other post-retirement adjustments	(12,045)	15,571	663
Income tax benefit (expense) on pension and other post-retirement adjustments	4,063	(5,706)	(983)
Accumulated pension and other post-retirement adjustments, end	20,676	12,694	22,559
Accumulated other comprehensive income (loss)	(76,259)	(19,601)	(18,984)
Other comprehensive income (loss), net of tax:	(57,636)	(1,378)	8,978
Less: other comprehensive income (loss) attributable to non-controlling interest	(978)	(761)	234
Other comprehensive income (loss) attributable to Masonite	$ (56,658)	$ (617)	$ 8,744

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Fair Value of Financial Instruments (Details) (USD $)	12 Months Ended
	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012	Jan. 01, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets held for sale	$ 0	$ 3,408,000	$ 7,200,000	$ 14,400,000
Assets held for sale divested, at book value	3,500,000	3,800,000	1,700,000
Assets reclassified to assets held for sale			4,300,000
Assets reclassified to assets held for sale, fair value			2,700,000
Impairment charges on assets transferred out of held for sale			1,600,000
Impairment of property, plant and equipment	19,605,000	3,271,000	2,614,000
Gain on sale of assets held for sale	(1,000,000)	3,100,000
Foreign exchange fluctuation effect on assets held for sale	100,000		(200,000)
Estimate of Fair Value Measurement | Senior Notes Due 2021 | Senior Notes | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Estimated fair value of senior notes	532,500,000	412,100,000
Reported Value Measurement | Senior Notes Due 2021 | Senior Notes | Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Estimated fair value of senior notes	511,900,000	377,800,000
Selling, General and Administrative Expenses
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment of property, plant and equipment			$ 1,400,000

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Document and Entity Information Document (USD $) In Billions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 28, 2014	Feb. 23, 2015	Jun. 29, 2014
Entity [Abstract]
Entity Registrant Name	MASONITE INTERNATIONAL CORPORATION
Entity Central Index Key	0000893691
Current Fiscal Year End Date	--12-28
Entity Filer Category	Non-accelerated Filer
Document Type	10-K
Document Period End Date	Dec. 28, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Common Stock, Shares Outstanding		30,043,990
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 1.1

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Asset Impairment

12 Months Ended

Dec. 28, 2014

Asset Impairment Charges [Abstract]

Asset Impairment

Asset Impairment

During the year ended December 28, 2014, we recognized asset impairment charges of $18.2 million, related to certain asset groups in the Europe, Asia and Latin America segment. Of this amount, $15.0 million related to property, plant and equipment and $3.2 million was related to definite-lived intangible assets. During the fourth quarter of 2014, management reassessed future cash flow expectations in certain underperforming markets in the Europe, Asia and Latin America segment. After reviewing the businesses, and in consideration of deteriorated market conditions, management initiated strategic actions which have resulted in a significant reduction in expected future cash flows. The resulting non-cash impairment charges for three of our asset groups were determined based upon the excess of the asset groups' carrying values over their respective fair values, determined using a discounted cash flows approach. We will continue to closely monitor and assess the performance of these asset groups and other underperforming asset groups. This valuation was performed on a non-recurring basis and is categorized as having Level 3 valuation inputs as established by the FASB’s Fair Value Framework. The Level 3 unobservable inputs include an estimate of future cash flows for each asset group and a salvage value or market value for each asset group. For two of the asset groups, the estimated discounted future cash flows, including salvage values, were determined to be zero and the asset groups were fully impaired from their respective book values of $4.2 million and $2.1 million. The third asset group was determined to have a fair value of $0.7 million, based on a discounted future cash flow analysis including market value, compared to a book value of $12.4 million. The remaining $0.2 million of asset impairment charges are attributable to differences in foreign exchange rates used for balance sheet accounts versus statement of comprehensive income (loss) accounts.

During the year ended December 29, 2013, we recognized asset impairment charges of $1.9 million, related to one piece of machinery in the North America segment. During the second quarter of 2013, management determined that the asset was no longer of any future value and the resulting non-cash impairment charge was based upon the asset's carrying value at the time of disposal.

During the year ended December 30, 2012, we recognized asset impairment charges of $1.4 million, related to revaluation of assets held for sale in the North America segment. The resulting non-cash impairment charges were based upon the excess of the assets' carrying values over their respective fair values (net of selling costs).

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Income Taxes (Income Tax Expense) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 28, 2014	Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Dec. 29, 2013	Sep. 29, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Current income tax expense (benefit):
Canada									$ 4,458	$ 4,160	$ 2,050
Foreign									2,045	(2,360)	202
Total current income tax expense (benefit)									6,503	1,800	2,252
Deferred income tax expense (benefit):
Canada									1,345	(9,354)	(3,892)
Foreign									(3,315)	(13,823)	(11,725)
Total deferred income tax expense (benefit)									(1,970)	(23,177)	(15,617)
Income tax expense (benefit)	$ 1,131	$ 2,004	$ 1,379	$ 19	$ (13,661)	$ (6,272)	$ (408)	$ (1,036)	$ 4,533	$ (21,377)	$ (13,365)

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Segment Information (Property, Plant and Equipment) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended									12 Months Ended
	Dec. 28, 2014		Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Dec. 29, 2013	Sep. 29, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 28, 2014		Dec. 29, 2013	Dec. 30, 2012
Segment Reporting Information [Line Items]
Sales	$ 448,940		$ 476,124	$ 490,176	$ 422,460	$ 420,475	$ 433,051	$ 453,093	$ 424,524	$ 1,837,700		$ 1,731,143	$ 1,676,005
Property, plant and equipment, net	576,234					630,279				576,234		630,279	648,360
UNITED STATES
Segment Reporting Information [Line Items]
Sales										1,073,710		1,002,689	941,062
Property, plant and equipment, net	329,689					330,640				329,689		330,640	333,391
CANADA
Segment Reporting Information [Line Items]
Sales										280,276		280,020	246,900
Property, plant and equipment, net	65,491					75,307				65,491		75,307	85,801
IRELAND
Segment Reporting Information [Line Items]
Property, plant and equipment, net	0	[1]				65,772				0	[1]	65,772	66,795
Other Countries
Segment Reporting Information [Line Items]
Sales										483,714		448,434	488,043
Property, plant and equipment, net	$ 181,054					$ 158,560				$ 181,054		$ 158,560	$ 162,373

[1] Amount was less than 10% of consolidated property, plant and equipment as of December 28, 2014, and is included as part of Other

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical)	Dec. 28, 2014	Dec. 29, 2013
Statement of Financial Position [Abstract]
Shares issued	30,015,321	29,085,021
Shares outstanding	30,015,321	29,085,021

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Property, Plant and Equipment

12 Months Ended

Dec. 28, 2014

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property, Plant and Equipment

The carrying amounts of our property, plant and equipment and accumulated depreciation were as follows as of the dates indicated:

(In thousands)	December 28, 2014			December 29, 2013
Land	$	44,971		$	50,190
Buildings	170,344			192,782
Machinery and equipment	530,599			559,776
Property, plant and equipment, gross	745,914			802,748
Accumulated depreciation	(169,680		)	(172,469		)
Property, plant and equipment, net	$	576,234		$	630,279

Total depreciation expense was $60.6 million, $62.1 million and $63.3 million in the years endedDecember 28, 2014, December 29, 2013, and December 30, 2012 respectively. Depreciation expense is included primarily within cost of goods sold in the consolidated statements of comprehensive income (loss).

On June 6, 2014, an explosion occurred in the power plant of our Estcourt mill in South Africa which reduced the site’s ability to generate steam and heat the kilns which, in turn, required the production lines to cease operating for several weeks. Currently, the mill is running at 100% of pre-incident levels. We are insured against property loss and business interruption, and we recognized $3.5 million in business interruption proceeds during the year ended December 28, 2014, as partial payment. These proceeds were recorded as a reduction to selling, general and administration expense in the consolidated statements of comprehensive income (loss).

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Inventories

12 Months Ended

Dec. 28, 2014

Inventory Disclosure [Abstract]

Inventories

Inventories

The amounts of inventory on hand were as follows as of the dates indicated:

(In thousands)	December 28, 2014		December 29, 2013
Raw materials	$	155,012	$	151,065
Finished goods	67,720		67,283
Inventories, net	$	222,732	$	218,348

We carry an inventory provision which is the result of obsolete or aged inventory. The rollforward of our inventory provision is as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Balance at beginning of period	$	8,351		$	7,561		$	10,520
Additions charged to expense	1,730			2,051			2,158
Deductions	(3,533		)	(1,261		)	(5,117		)
Balance at end of period	$	6,548		$	8,351		$	7,561

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Earnings Per Share

12 Months Ended

Dec. 28, 2014

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

Basic earnings per share ("EPS") is calculated by dividing earnings attributable to Masonite by the weighted-average number of our common shares outstanding during the period. Diluted EPS is calculated by dividing earnings attributable to Masonite by the weighted-average number of common shares plus the incremental number of shares issuable from non-vested and vested RSUs, SARs and warrants outstanding during the period.

	Year Ended
(In thousands, except share and per share information)	December 28, 2014			December 29, 2013			December 30, 2012
Net income (loss) attributable to Masonite	$	(37,340	)	$	(11,010	)	$	(23,245	)
Income (loss) from discontinued operations, net of tax	(630		)	(598		)	1,480
Income (loss) from continuing operations attributable to Masonite	$	(36,710	)	$	(10,412	)	$	(24,725	)
Shares used in computing basic earnings per share	29,588,001			28,264,166			27,693,541
Effect of dilutive securities:
Incremental shares issuable under share compensation plans	—			—			—
Shares used in computing diluted earnings per share	29,588,001			28,264,166			27,693,541
Basic earnings (loss) per common share attributable to Masonite:
Continuing operations attributable to Masonite	$	(1.24	)	$	(0.37	)	$	(0.89	)
Discontinued operations attributable to Masonite, net of tax	(0.02		)	(0.02		)	0.05
Total Basic earnings per common share attributable to Masonite	$	(1.26	)	$	(0.39	)	$	(0.84	)
Diluted earnings (loss) per common share attributable to Masonite:
Continuing operations attributable to Masonite	$	(1.24	)	$	(0.37	)	$	(0.89	)
Discontinued operations attributable to Masonite, net of tax	(0.02		)	(0.02		)	0.05
Total Diluted earnings per common share attributable to Masonite	$	(1.26	)	$	(0.39	)	$	(0.84	)
Incremental shares issuable from anti-dilutive instruments excluded from diluted earnings per common share:
Warrants	2,500,001			5,833,335			5,833,335
Stock appreciation rights	584,812			842,886			1,045,524
Restricted stock units	388,898			477,260			765,345

The weighted average number of shares outstanding utilized for the diluted EPS calculation contemplates the exercise of all currently outstanding SARs and warrants and the conversion of all RSUs. The dilutive effect of such equity awards is calculated based on the weighted average share price for each fiscal period using the treasury stock method. For the years ended December 28, 2014, December 29, 2013, and December 30, 2012 no potential common shares relating to our equity awards were included in the computation of diluted loss per share, as their effect would have been anti-dilutive given our net loss position for those periods.

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Income Taxes

12 Months Ended

Dec. 28, 2014

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

For financial reporting purposes, income before income taxes includes the following components:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Income (loss) from continuing operations before income tax expense (benefit):
Canada	$	(32,093	)	$	(12,976	)	$	(27,444	)
Foreign	3,138			(16,763		)	(7,723		)
Total income (loss) from continuing operations before income tax expense (benefit):	$	(28,955	)	$	(29,739	)	$	(35,167	)

Income tax expense (benefit) consists of the following:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Current income tax expense (benefit):
Canada	$	4,458		$	4,160		$	2,050
Foreign	2,045			(2,360		)	202
Total current income tax expense (benefit):	6,503			1,800			2,252
Deferred income tax expense (benefit):
Canada	1,345			(9,354		)	(3,892		)
Foreign	(3,315		)	(13,823		)	(11,725		)
Total deferred income tax expense (benefit)	(1,970		)	(23,177		)	(15,617		)
Income tax expense (benefit)	$	4,533		$	(21,377	)	$	(13,365	)

The Canadian federal statutory rate is 26.5%, 26.4% and 25.9% for 2014, 2013 and 2012, respectively. A summary of the differences between expected income tax expense (benefit) calculated at the Canadian statutory rate and the reported consolidated income tax expense (benefit) follows:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Income tax expense (benefit) computed at statutory income tax rate	$	(7,679	)	$	(7,842	)	$	(9,095	)
Foreign rate differential	248			(2,586		)	(3,304		)
Permanent differences	(1,314		)	698			2,158
Deconsolidation	(1,679		)	—			—
Income attributable to a permanent establishment	1,623			(794		)	—
Change in valuation allowance	23,352			(6,251		)	6,872
Tax exempt income	(9,643		)	(9,168		)	(7,492		)
Non-deductible stock compensation	270			919			1,651
Unrealized foreign exchange gains (losses)	(573		)	(2,001		)	57
Unrecognized tax benefits	104			(3,851		)	(2,742		)
Functional currency adjustments	1,055			2,840			(377		)
Change in rate of deferred taxes	(787		)	2,874			(1,083		)
Impact of Canadian tax legislation	(900		)	2,657			—
Other	456			1,128			(10		)
Income tax expense (benefit)	$	4,533		$	(21,377	)	$	(13,365	)

Deferred income tax assets arise from available income tax losses and deductions. Our ability to use those income tax losses is dependent upon our results of operations in the tax jurisdictions in which such losses or deductions arose. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below:

(In thousands)	December 28, 2014			December 29, 2013
Deferred income tax assets:
Non-capital loss carryforwards	$	65,497		$	62,641
Capital loss carryforwards	3,678			—
Deferred interest expense	22,008			22,632
Pension and post-retirement liability	13,914			12,519
Amounts currently not deductible for tax purposes	17,751			18,778
Unrealized foreign exchange loss (gain)	2,747			82
Other	6,429			7,133
Total deferred income tax assets	132,024			123,785
Valuation allowance	(35,766		)	(16,949		)
Total deferred income tax assets, net of valuation allowance	96,258			106,836
Deferred income tax liabilities:
Plant and equipment	(98,890		)	(110,740		)
Intangibles	(46,626		)	(47,345		)
Basis difference in subsidiaries	(8,708		)	(8,260		)
Other	(8,348		)	(8,211		)
Total deferred income tax liabilities	(162,572		)	(174,556		)
Net deferred income tax asset (liability)	$	(66,313	)	$	(67,720	)

Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. On the basis of this evaluation, as of December 28, 2014 and December 29, 2013, a valuation allowance of $35.8 million and $16.9 million, respectively, has been established to record only the portion of the deferred tax assets that is more likely than not to be realized. We have established valuation allowances on certain deferred tax assets resulting from net operating loss carryforwards and other assets in Canada, Chile, France, India and Luxembourg. The amount of the deferred tax assets considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as our projections for growth.

As a result of certain realization requirements of ASC 718, Compensation - Stock Compensation, the table of deferred tax assets and liabilities shown above does not include certain deferred tax assets as of December 28, 2014, that arose from tax deductions related to equity compensation that are greater than the compensation recognized for financial reporting. Equity will be increased by $16.2 million if and when such deferred tax assets are ultimately realized.

The following is a rollforward of the valuation allowance for deferred tax assets:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Balance at beginning of period	$	16,949		$	24,260		$	11,312
Additions charged to expense and other	33,678			4,167			15,421
Deductions	(14,861		)	(11,478		)	(2,473		)
Balance at end of period	$	35,766		$	16,949		$	24,260

The losses carried forward for tax purposes are available to reduce future income taxes by $256.3 million. We can apply these losses against future taxable income as follows:

(In thousands)	Canada		United States		Other Foreign		Total
2015-2022	$	—	$	—	$	7,862	$	7,862
2023-2042	97,414		82,759		6,305		186,478
Indefinitely	—		—		61,923		61,923
Total tax losses carried forward	$	97,414	$	82,759	$	76,090	$	256,263

We believe that it is more likely than not that the benefit from certain net operating loss carryforwards will not be realized. In recognition of this risk, we have provided valuation allowances of $20.5 million in Canada and $12.4 million outside Canada on these gross operating loss carryforwards. If or when recognized, the tax benefit related to any reversal of the valuation allowance on deferred tax assets as of December 28, 2014, will be accounted for as a reduction of income tax expense.

Deferred income taxes have not been recognized for the excess of the amount for financial reporting over the tax basis of our investments in foreign subsidiaries, as such amounts are considered to be indefinitely reinvested. We currently do not expect the taxable temporary differences to be reversed and become taxable in the foreseeable future. The amount of unrecognized deferred tax liability relating to those temporary differences is not reasonably determinable, as the actual tax liability, if any, is dependent upon circumstances existing at the time of reversal.

As of December 28, 2014 and December 29, 2013, our gross unrecognized tax benefits were $3.7 million and $3.9 million, respectively, excluding interest and penalties. Included in the balance of unrecognized tax benefits as of December 28, 2014 and December 29, 2013, are 2.6 million and 2.7 million, respectively, of tax benefits that, if recognized, would favorably impact the effective tax rate. The gross unrecognized tax benefits are recorded in other long-term liabilities in the consolidated balance sheets. The changes to our gross unrecognized tax benefits were as follows:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Unrecognized tax benefit at beginning of period	$	3,917		$	5,547		$	6,407
Gross increases in tax positions in current period	—			—			—
Gross decreases in tax positions in prior period	(229		)	(1,476		)	(1,050		)
Gross increases in tax positions in prior period	152			—			—
Settlements	—			—			—
Lapse of statute of limitations	(147		)	(154		)	(953		)
Uncertainties arising from business combinations	—			—			1,131
Cumulative translation adjustment	—			—			12
Unrecognized tax benefit at end of period	$	3,693		$	3,917		$	5,547

We recognize interest and penalties accrued related to unrecognized tax benefits as income tax expense. During the years ended December 28, 2014, December 29, 2013 and December 30, 2012, we recorded accrued interest of $0.9 million, $0.5 million and $0.9 million, respectively. Additionally, we have recognized a liability for penalties of $0.6 million, $0.7 million and $1.0 million, and interest of $4.9 million, $4.9 million and $8.8 million, respectively.

We estimate that the amount of unrecognized tax benefits will not significantly increase or decrease within the 12 months following the reporting date. Additionally, we believe that it is possible that unrecognized tax benefits may decrease by approximately $0.2 million during 2015.

We are subject to taxation in Canada, the United States and other foreign jurisdictions. As of December 28, 2014, our tax years for 2012 and 2011 are subject to Canadian income tax examinations. We are no longer subject to Federal tax examinations in the United States for years prior to 2011 (except to the extent of loss carryforwards up to 2009). However, we are subject to United States state and local income tax examinations for years prior to 2010.

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Income Taxes (Loss Carryforwards) (Details) (USD $)	Dec. 28, 2014
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 256,263,000
CANADA
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	97,414,000
Operating loss carryforwards, valuation allowance	20,500,000
UNITED STATES
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	82,759,000
Other Foreign
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	76,090,000
Operating loss carryforwards, valuation allowance	12,400,000
2015-2022
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	7,862,000
2015-2022 | CANADA
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	0
2015-2022 | UNITED STATES
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	0
2015-2022 | Other Foreign
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	7,862,000
2023-2042
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	186,478,000
2023-2042 | CANADA
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	97,414,000
2023-2042 | UNITED STATES
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	82,759,000
2023-2042 | Other Foreign
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	6,305,000
Indefinitely
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	61,923,000
Indefinitely | CANADA
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	0
Indefinitely | UNITED STATES
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	0
Indefinitely | Other Foreign
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 61,923,000

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Employee Future Benefits

12 Months Ended

Dec. 28, 2014

Compensation and Retirement Disclosure [Abstract]

Employee Future Benefits

Employee Future Benefits

United States Defined Benefit Plan

We have a defined benefit plan covering certain active and former employees in the United States (“U.S.”). Benefits under the plan were largely curtailed in a prior year, and are a function of compensation levels, benefit formulas and years of service. We accrue the expected costs of providing plan benefits during the periods in which the employees render service. The measurement date used for the accounting valuation of the defined benefit plan was December 28, 2014. Information about the U.S. defined benefit plan is as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Components of net periodic benefit cost:
Service cost	$	261		$	384		$	809
Interest cost	5,062			4,662			4,680
Expected return on assets	(5,951		)	(5,116		)	(4,509		)
Amortization of actuarial net losses	—			1,413			1,841
Net pension expense	$	(628	)	$	1,343		$	2,821

During March 2011, we modified our collective bargaining agreement, which impacted the U.S. defined benefit plan. Effective April 15, 2011, for participants age 49 and younger, and April 15, 2013, for those participants age 50 and older, benefit accruals under the U.S. defined benefit plan have been frozen for future periods. Additionally, any employee who has not met the plan’s eligibility requirements is ineligible to become a participant in the U.S. defined benefit plan on or after April 15, 2011, regardless of the employee’s age. Accordingly, benefits that have been earned as of April 15, 2011, will not be reduced or eliminated.    

Information with respect to the assets, liabilities and net accrued benefit obligation of the U.S. defined benefit plan is set forth as follows for the periods indicated:

(In thousands)	December 28, 2014			December 29, 2013
Pension assets:
Fair value of plan assets, beginning of year	$	84,501		$	74,531
Company contributions	5,441			3,200
Actual return on plan assets	6,480			11,892
Benefits paid	(5,350		)	(4,882		)
Administrative expenses paid	(348		)	(240		)
Fair value of plan assets, end of year	90,724			84,501
Pension liability:
Accrued benefit obligation, beginning of year	105,821			114,910
Current service cost	261			384
Interest cost	5,062			4,662
Actuarial loss (gain)	10,857			(9,013		)
Benefits paid	(5,350		)	(4,882		)
Administrative expenses paid	(348		)	(240		)
Accrued benefit obligation, end of year	116,303			105,821
Net accrued benefit obligation, end of year	$	25,579		$	21,320

The net accrued benefit obligation is carried within other long-term liabilities in the consolidated balance sheets.

Pension fund assets are invested primarily in equity and debt securities. Asset allocation between equity and debt securities and cash is adjusted based on the expected life of the plan and the expected retirement age of the plan participants. No plan assets are expected to be returned to us in the next twelve months. Information with respect to the amounts and types of securities that are held in the U.S. defined benefit plan is set forth as follows for the periods indicated:

	December 28, 2014				December 29, 2013
(In thousands)	Amount		% of Total Plan		Amount		% of Total Plan
Equity securities	$	54,434	60.0	%	$	51,715	61.2	%
Debt securities	35,382		39.0	%	31,519		37.3	%
Other	908		1.0	%	1,267		1.5	%
	$	90,724	100.0	%	$	84,501	100.0	%

Under our investment policy statement, plan assets are invested to achieve a fully-funded status based on actuarial calculations, maintain a level of liquidity that is sufficient to pay benefit and expense obligations when due, maintain flexibility in determining the future level of contributions and maximize returns within the limits of risk. The target asset allocation for plan assets in the U.S. defined benefit plan for 2014 is 60% equity securities, 38% debt securities and 2% of other securities.

Our pension funds are not invested directly in the debt or equity of Masonite, but may have been invested indirectly as a result of inclusion of Masonite in certain market or investment funds.

The weighted average actuarial assumptions adopted in measuring our U.S. accrued benefit obligations and costs were as follows for the periods indicated:

	Year Ended
	December 28, 2014		December 29, 2013		December 30, 2012
Discount rate applied for:
Accrued benefit obligation	4.1	%	5.0	%	4.1	%
Net periodic pension cost	5.0	%	4.1	%	4.2	%
Expected long-term rate of return on plan assets	7.0	%	7.0	%	7.0	%

The rate of compensation increase for the accrued benefit obligation and net periodic pension costs for the U.S. defined benefit plan is not applicable, as benefits under the plan are not affected by compensation increases.

The expected long-term rate of return on plan assets assumption is derived by taking into consideration the target plan asset allocation, historical rates of return on those assets, projected future asset class returns and net outperformance of the market by active investment managers. An asset return model is used to develop an expected range of returns on the plan investments over a 30-year period, with the expected rate of return selected from a best estimate range within the total range of projected results.

United Kingdom Defined Benefit Plan

We also have a defined benefit plan in the United Kingdom (“U.K.”), which has been curtailed in prior years. The measurement date used for the accounting valuation of the U.K. defined benefit plan was December 28, 2014. Information about the U.K. defined benefit plan is as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Components of net periodic benefit cost:
Interest cost	$	1,335		$	1,329		$	1,248
Expected return on assets	(1,041		)	(974		)	(947		)
Net pension expense	$	294		$	355		$	301

Information with respect to the assets, liabilities and net accrued benefit obligation of the U.K. defined benefit plan is as follows for the periods indicated:

(In thousands)	December 28, 2014			December 29, 2013
Pension assets:
Fair value of plan assets, beginning of year	$	22,239		$	20,143
Company contributions	789			890
Actual return on plan assets	2,594			1,681
Benefits paid	(1,285		)	(874		)
Translation adjustment	(1,248		)	399
Fair value of plan assets, end of year	23,089			22,239
Pension liability:
Accrued benefit obligation, beginning of year	30,627			28,950
Interest cost	1,335			1,329
Actuarial loss (gain)	2,615			821
Benefits paid	(1,285		)	(874		)
Translation adjustment	(1,704		)	401
Accrued benefit obligation, end of year	31,588			30,627
Net accrued benefit obligation, end of year	$	8,499		$	8,388

The net accrued benefit obligation is carried within other long-term liabilities in the consolidated balance sheets.

Pension fund assets are invested primarily in equity and debt securities. Asset allocation between equity and debt securities and cash is adjusted based on the expected life of the plan and the expected retirement age of the plan participants. Information with respect to the amounts and types of securities that are held in the U.K. defined benefit plan is set forth as follows for the periods indicated:

	December 28, 2014				December 29, 2013
(In thousands)	Amount		% of Total Plan		Amount		% of Total Plan
Equity securities	$	10,784	46.7	%	$	11,172	50.2	%
Debt securities	12,238		53.0	%	10,824		48.7	%
Other	67		0.3	%	243		1.1	%
Total plan assets	$	23,089	100.0	%	$	22,239	100.0	%

Under our investment policy and strategy, plan assets are invested to achieve a fully funded status based on actuarial calculations, maintain a level of liquidity that is sufficient to pay benefit and expense obligations when due, maintain flexibility in determining the future level of contributions and maximize returns within the limits of risk. The target asset allocation for plan assets in the U.K. defined benefit plan for 2014 is 50% equity securities and 50% debt securities.

The weighted average actuarial assumptions adopted in measuring our U.K. accrued benefit obligations and costs were as follows for the periods indicated:

	Year Ended
	December 28, 2014		December 29, 2013		December 30, 2012
Discount rate applied for:
Accrued benefit obligation	3.6	%	4.4	%	4.4	%
Net periodic pension cost	3.6	%	4.4	%	4.4	%
Expected long-term rate of return on plan assets	4.2	%	5.2	%	5.0	%

The rate of compensation increase for the accrued benefit obligation and net pension cost for the U.K. defined benefit plan is not applicable, as the plan was curtailed in prior years and benefits under the plan are not affected by compensation increases.

The expected long-term rate of return on plan assets assumption is derived by taking into consideration the target plan asset allocation, historical rates of return on those assets, projected future asset class returns and net outperformance of the market by active investment managers. An asset return model is used to develop an expected range of returns on the plan investments over a 10-year period, with the expected rate of return selected from a best estimate range within the total range of projected results.

Overall Pension Obligation

For all periods presented, the U.S. and U.K. defined benefit pension plans were invested in equity securities, equity funds, bonds, bond funds and cash and cash equivalents. All investments are publicly traded and possess a high level of marketability or liquidity. All plan investments are categorized as having Level 1 valuation inputs as established by the FASB’s Fair Value Framework.

The change in the net difference between the pension plan assets and projected benefit obligation that is not attributed to our recognition of pension expense or funding of the plan is recognized in other comprehensive income (loss) within the consolidated statements of comprehensive income (loss) and the balance of such changes is included in accumulated other comprehensive income (loss) (“AOCI”) in the consolidated balance sheets. The estimated transition obligation, prior service costs and actuarial net losses that will be amortized from AOCI into net periodic benefit cost during 2015 are $0.0 million, $0.0 million and $0.9 million, respectively.

As of December 28, 2014, the estimated future benefit payments from the plans for the following future periods are set forth as follows:

(In thousands)	Expected Future Benefit Payments
Fiscal year:
2015	$	6,615
2016	6,859
2017	7,097
2018	7,358
2019	7,656
2020 through 2024	41,754
Total estimated future benefit payments	$	77,339

Expected contributions to the plans during 2015 are $6.0 million.

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Property, Plant and Equipment (Details) (USD $) In Thousands, unless otherwise specified	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 745,914	$ 802,748
Accumulated depreciation	(169,680)	(172,469)
Property, plant and equipment, net	576,234	630,279	648,360
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	44,971	50,190
Building
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	170,344	192,782
Machinery and Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 530,599	$ 559,776

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Long-Term Debt

12 Months Ended

Dec. 28, 2014

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

(In thousands)	December 28, 2014		December 29, 2013
8.25% Senior Notes due 2021	$	500,000	$	375,000
Unamortized premium on Senior Notes	11,920		2,809
Capital lease obligations and other long-term debt	—		52
Total long-term debt	$	511,920	$	377,861

Senior Notes

On January 21, 2014, March 9, 2012, and April 15, 2011, we issued $125.0 million, $100.0 million and $275.0 million aggregate principal senior unsecured notes, respectively (the "Senior Notes"). As of December 28, 2014, we had outstanding $500.0 million aggregate principal amount of Senior Notes. All issuances of the Senior Notes have the same terms, rights and obligations, and were issued in the same series. The Senior Notes were issued in three private placements for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, (the "Securities Act") and to buyers outside the United States pursuant to Regulation S under the Securities Act. The Senior Notes were issued without registration rights and are not listed on any securities exchange. The Senior Notes bear interest at 8.25% per annum, payable in cash semiannually in arrears on April 15 and October 15 of each year and are due April 15, 2021. We received net proceeds of $136.8 million, $101.5 million and $265.5 million in 2014, 2012 and 2011, respectively, after deducting $1.9 million, $2.0 million and $9.5 million of transaction issuance costs. The transaction costs were capitalized as deferred financing costs (included in other assets) and are being amortized to interest expense over the term of the Senior Notes using the effective interest method. The Senior Notes were issued at 108.75%, 103.50% and par in 2014, 2012 and 2011, respectively. The resulting premiums of $10.9 million and $3.5 million in 2014 and 2012, respectively, are being amortized to interest expense over the term of the Senior Notes using the effective interest method. The net proceeds from the Senior Notes were used to fund a $124.9 million return of capital to shareholders in 2011, in the amount of $4.54 per share; as well as the acquisitions of eight companies since 2011 for aggregate consideration of $297.5 million. The remaining proceeds from the Senior Notes are intended for general corporate purposes, which may include funding future acquisitions. Interest expense relating to the Senior Notes was $39.4 million, $31.9 million, and $30.0 million for the years ended December 28, 2014, December 29, 2013, and December 30, 2012, respectively.

We may redeem the Senior Notes, in whole or in part, at any time prior to April 15, 2015, at a price equal to 100% of the principal amount plus the applicable premium, plus accrued and unpaid interest, if any, to the date of redemption. The applicable premium means, with respect to a note at any date of redemption, the greater of (i) 1.00% of the then-outstanding principal amount of such note and (ii) the excess of (a) the present value at such date of redemption of (1) the redemption price of such note at April 15, 2015, plus (2) all remaining required interest payments due on such note through such date (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (b) the principal amount of such note on such redemption date. We may also redeem the Senior Notes, in whole or in part, at any time on or after April 15, 2015, at the applicable redemption prices specified under the indenture governing the Senior Notes, plus accrued and unpaid interest, if any, to the date of redemption. If we experience certain changes of control or consummate certain asset sales and do not reinvest the net proceeds, we must offer to repurchase all of the Senior Notes at a purchase price of 101.00% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date.

Obligations under the Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by certain of our directly or indirectly wholly-owned subsidiaries.

The indenture governing the Senior Notes contains restrictive covenants that, among other things, limit our ability and the ability of our subsidiaries to: (i) incur additional debt and issue disqualified or preferred stock, (ii) make restricted payments, (iii) sell assets, (iv) create or permit restrictions on the ability of our restricted subsidiaries to pay dividends or make other distributions to the parent company, (v) create or incur certain liens, (vi) enter into sale and leaseback transactions, (vii) merge or consolidate with other entities and (viii) enter into transactions with affiliates. The foregoing limitations are subject to exceptions as set forth in the indenture governing the Senior Notes. In addition, if in the future the Senior Notes have an investment grade rating from at least two nationally recognized statistical rating organizations, certain of these covenants will be replaced with a less restrictive covenant.

The indenture governing the Senior Notes contains customary events of default (subject in certain cases to customary grace and cure periods). As of December 28, 2014, and December 29, 2013, we were in compliance with all covenants under the indenture governing the Senior Notes.

ABL Facility

In May 2011, we and certain of our subsidiaries, as borrowers, entered into a $125.0 million asset-based revolving credit facility (the "ABL Facility"). The borrowing base is calculated based on a percentage of the value of selected U.S. and Canadian accounts receivable and U.S. and Canadian inventory, less certain ineligible amounts.

Obligations under the ABL Facility are secured by a first priority security interest in substantially all of the current assets of Masonite and our subsidiaries. In addition, obligations under the ABL Facility are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by certain of our directly or indirectly wholly-owned subsidiaries.

Borrowings under the ABL Facility will bear interest at a variable rate per annum equal to, at our option, (i) LIBOR, plus a margin ranging from 2.00% to 2.50% per annum, or (ii) the Base Rate (as defined in the ABL Facility agreement), plus a margin ranging from 1.00% to 1.50% per annum.

In addition to paying interest on any outstanding principal under the ABL Facility, we are required to pay a commitment fee in respect of unutilized commitments of 0.25% of the aggregate commitments under the ABL Facility if the average utilization is greater than 50% for any applicable period, and 0.375% of the aggregate commitments under the ABL Facility if the average utilization is less than or equal to 50% for any applicable period. We must also pay customary letter of credit fees and agency fees.

The ABL Facility contains various customary representations, warranties and covenants by us that, among other things, and subject to certain exceptions, restrict Masonite's ability and the ability of our subsidiaries to: (i) incur additional indebtedness, (ii) pay dividends on our common stock and make other restricted payments, (iii) make investments and acquisitions, (iv) engage in transactions with our affiliates, (v) sell assets, (vi) merge and (vii) create liens. As of December 28, 2014, and December 29, 2013, we were in compliance with all covenants under the credit agreement governing the ABL Facility and there were no amounts outstanding under the ABL Facility.

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Share Based Compensation Plans

12 Months Ended

Dec. 28, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share Based Compensation Plans

Share Based Compensation Plans

Share-based compensation expense was $9.6 million, $7.8 million and $6.5 million for the years ended December 28, 2014, December 29, 2013, and December 30, 2012. As of December 28, 2014, the total remaining unrecognized compensation expense related to share based compensation amounted to $11.4 million, which will be amortized over the weighted average remaining requisite service period of 1.9 years. Share based compensation expense is recognized using a graded-method approach, or to a lesser extent a cliff-vesting approach, depending on the terms of the individual award and is classified within selling, general and administration expenses in the consolidated statements of comprehensive income (loss). All share based awards are settled through issuance of new shares of our common stock. The share based award agreements contain restrictions on sale or transfer other than in limited circumstances. All other transfers would cause the share based awards to become null and void.

Equity Incentive Plan

Prior to July 9, 2012, we had a management equity incentive plan (the "2009 Plan"). The 2009 Plan required granting by June 9, 2012, equity instruments which upon exercise would result in management (excluding directors) owning 9.55% of our common equity (3,554,811 shares) on a fully diluted basis, after giving consideration to the potential exercise of warrants and the equity instruments granted to directors. Under the 2009 Plan, we were required to issue equity instruments to directors that represented 0.90% (335,004 shares) of the common equity on a fully diluted basis. The requirement for issuance to employees was satisfied in June 2012, and the requirement for issuance to directors was satisfied in July 2009. No awards have been granted under the 2009 Plan since May 30, 2012, and no future awards will be granted under the 2009 Plan; however, all outstanding awards under the 2009 Plan will continue to be governed by their existing terms. Aside from shares issuable for outstanding awards, there are no further shares of common stock available for future issuance under the 2009 Plan.

On July 12, 2012, the Board of Directors adopted the Masonite International Corporation 2012 Equity Incentive Plan (the "2012 Plan"). The 2012 Plan was adopted because the Board believes awards granted will help to attract, motivate and retain employees and non-employee directors, align employee and stockholder interests and encourage a performance-based culture built on employee stock ownership. The 2012 Plan permits us to offer eligible directors, employees and consultants cash and share-based incentives, including stock options, stock appreciation rights, restricted stock, other share-based awards (including restricted stock units) and cash-based awards. The 2012 Plan is effective for 10 years from the date of its adoption. Awards granted under the 2012 Plan are at the discretion of the Human Resources and Compensation Committee of the Board of Directors. The Human Resources and Compensation Committee may grant any award under the 2012 Plan in the form of a performance compensation award. The 2012 Plan may be amended, suspended or terminated by the Board at any time; provided, that any amendment, suspension or termination which impairs the rights of a participant is subject to such participant's consent and; provided further, that any material amendments are subject to shareholder approval. Prior to June 21, 2013, the aggregate number of common shares that could be issued with respect to equity awards under the 2012 Plan could not exceed 1,500,000 shares plus the number of shares subject to existing grants under the 2009 Plan that may expire or be forfeited or cancelled. On June 21, 2013, the Board of Directors approved an increase of 500,000 common shares issuable under the 2012 Plan, bringing the total number of shares issuable under the 2012 Plan to 2,000,000 plus the number of shares subject to existing grants under the 2009 plan that may expire or be forfeited or cancelled. As of December 28, 2014, there were 1,867,569 shares of common stock available for future issuance under the 2012 Plan.

Deferred Compensation Plan

Effective August 13, 2012, the Board of Directors adopted a Deferred Compensation Plan ("DCP"). The DCP is an unfunded non-qualified deferred compensation plan that permits certain employees and directors to defer a portion of their compensation to a future time. Eligible employees may elect to defer a portion of their base salary, bonus and/or restricted stock units and eligible directors may defer a portion of their director fees or restricted stock units. All contributions to the DCP on behalf of the participant are fully vested (other than restricted stock unit deferrals which remain subject to the vesting terms of the applicable equity incentive plan) and placed into a grantor trust, commonly referred to as a "rabbi trust." Although we are permitted to make matching contributions under the terms of the DCP, we have not elected to do so. The DCP invests the contributions in diversified securities from a selection of investments and the participants choose their investments and may periodically reallocate the assets in their respective accounts. Participants are entitled to receive the benefits in their accounts upon separation of service or upon a specified date, with benefits payable as a single lump sum or in annual installments. All plan investments are categorized as having Level 1 valuation inputs as established by the FASB’s Fair Value Framework.    

Assets of the rabbi trust, other than Company stock, are recorded at fair value and included in other assets in the consolidated balance sheets. These assets in the rabbi trust are classified as trading securities and changes in their fair values are recorded in other income (loss) in the consolidated statements of comprehensive income (loss). The liability relating to deferred compensation represents our obligation to distribute funds to the participants in the future and is included in other liabilities in the consolidated balance sheets. As of December 28, 2014 the liability and asset relating to deferred compensation each had a fair value of $1.5 million. Any unfunded gain or loss relating to changes in the fair value of the deferred compensation liability is recognized in selling, general and administration expense in the consolidated statements of comprehensive income (loss).

As of December 28, 2014, participation in the deferred compensation plan is limited and no restricted stock awards have been deferred into the deferred compensation plan.

Stock Appreciation Rights

We have granted Stock Appreciation Rights ("SARs") to certain employees under both the 2009 Plan and the 2012 Plan, which entitle the recipient to the appreciation in value of a number of common shares over the exercise price over a period of time, each as specified in the applicable award agreement. The exercise price of any SAR granted may not be less than the fair market value of our common shares on the date of grant. The compensation expense for the SARs is measured based on the fair value of the SARs at the date of grant and is recognized over the requisite service period. The SARs vest over a maximum of four years, have a life of ten years and settle in common shares. It is assumed that all time-based SARs will vest.

The total fair value of SARs vested was $0.7 million, $2.5 million and $2.6 million in the years ended December 28, 2014, December 29, 2013, and December 30, 2012, respectively.

Year Ended December 28, 2014	Stock Appreciation Rights		Aggregate Intrinsic Value (in thousands)		Weighted Average Exercise Price		Average Remaining Contractual Life (Years)
Outstanding, beginning of period	1,812,658		$	59,525	$	18.16	6.4
Exercised	(560,568	)	23,400		14.15
Cancelled	(20,622	)			38.48
Outstanding, end of period	1,231,468		$	48,516	$	19.59	5.9
Exercisable, end of period	907,716		$	38,589	$	16.48	5.1

Year Ended December 29, 2013	Stock Appreciation Rights		Aggregate Intrinsic Value (in thousands)		Weighted Average Exercise Price		Average Remaining Contractual Life (Years)
Outstanding, beginning of period	2,628,448		$	21,005	$	15.76	6.9
Granted	245,238				34.87
Exercised	(1,017,137	)	33,418		16.13
Cancelled	(43,891	)			15.89
Outstanding, end of period	1,812,658		$	59,525	$	18.16	6.4
Exercisable, end of period	1,350,928		$	48,690	$	14.96	5.6

Year Ended December 30, 2012	Stock Appreciation Rights		Aggregate Intrinsic Value (in thousands)		Weighted Average Exercise Price		Average Remaining Contractual Life (Years)
Outstanding, beginning of period	2,627,379		$	4,164	$	15.76	7.9
Granted	47,000				17.26
Cancelled	(45,931	)			15.00
Outstanding, end of period	2,628,448		$	21,005	$	15.76	6.9
Exercisable, end of period	1,881,158		$	16,278	$	15.12	6.5

The weighted average grant date assumptions used for the SARs granted were as follows for the periods indicated. Expected volatility is based on the historical volatility of the Company’s public industry peers’ common shares, amongst other considerations:

	2013 Grants			2012 Grants
Option Value (model conclusion)	$	9.68		$	4.46
Risk-free rate	1.7		%	0.3		%
Expected dividend yield	0.0		%	0.0		%
Expected volatility	35.2		%	49.0		%
Expected term (in years)	6.4			1.8

Restricted Stock Units

We have granted Restricted Stock Units ("RSUs") to directors and certain employees under both the 2009 Plan and the 2012 Plan. The RSUs confer the right to receive shares of our common stock at a specified future date or when certain conditions are met. The compensation expense for the RSUs awarded is based on the fair value of the RSUs at the date of grant and is recognized over the requisite service period. The RSUs vest over a maximum of four years, and call for the underlying shares to be delivered no later than the fourth anniversary of the grant dates. It is assumed that all time-based RSUs will vest.

	Year Ended
	December 28, 2014				December 29, 2013				December 30, 2012
	Total Restricted Stock Units Outstanding		Weighted Average Grant Date Fair Value		Total Restricted Stock Units Outstanding		Weighted Average Grant Date Fair Value		Total Restricted Stock Units Outstanding		Weighted Average Grant Date Fair Value
Outstanding, beginning of period	618,963		$	22.09	921,946		$	17.75	886,830		$	18.48
Granted	209,240		—		339,038				491,980
Delivered	(208,477	)			(566,376	)			(417,655	)
Withheld to cover (1)	(59,066	)			(65,406	)			(9,555	)
Cancelled	(17,287	)			(10,239	)			(29,654	)
Outstanding, end of period	543,373		$	34.56	618,963		$	22.09	921,946		$	17.75

____________

(1) A portion of the vested RSUs delivered were net share settled to cover the minimum statutory requirements for income and other employment taxes, at the individual participant’s election. We remit the equivalent cash to the appropriate taxing authorities. These net share settlements had the effect of share repurchases by us as we reduced and retired the number of shares that would have otherwise been issued as a result of the vesting.

Approximately one-half of the RSUs granted during the year endedDecember 28, 2014, vest at specified future dates, with only service requirements, while the remaining portion of the RSUs vest based on both performance and service requirements. The value of RSUs granted in the year endedDecember 28, 2014, was $11.5 million and is being recognized over the weighted average requisite service period of 1.7 years. During the year endedDecember 28, 2014, there were 267,543 RSUs vested at a fair value of $14.6 million.

Warrants

On June 9, 2009, we issued 5,833,335 warrants, representing the right to purchase our common shares for $55.31 per share, subsequently adjusted to $50.77 per share for the $4.54 per share return of capital in 2011. Of these, 3,333,334 were scheduled to expire on June 9, 2014 (the "2014 Warrants"), and 2,500,001 expire on June 9, 2016 (the "2016 Warrants"). During the six months prior to their respective expiration dates, the warrants provide the holders with a cashless exercise option. During the year endedDecember 28, 2014, holders of the 2014 Warrants exercised 3,289,146 warrants resulting in the issuance of 279,408 new common shares to the holders for which we received cash proceeds of $0.3 million. The remaining 44,188 outstanding 2014 Warrants expired and were forfeited as of June 9, 2014. There has been no activity relating to the 2016 Warrants as of December 28, 2014. We have accounted for these warrants as equity instruments. Future exercises and forfeitures will reduce the amount of warrants. Future exercises will increase the amount of common shares outstanding and reduce additional paid-in capital.

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Commitments and Contingencies

12 Months Ended

Dec. 28, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

For lease agreements that provide for escalating rent payments or rent-free occupancy periods, we recognize rent expense on a straight line basis over the non-cancelable lease term and any option renewal period where failure to exercise such option would result in an economic penalty in such amount that renewal appears, at the inception of the lease, to be reasonably assured. The lease term commences on the date when all conditions precedent to our obligation to pay rent are satisfied. The leases contain provisions for renewal ranging from zero to three options of generally five years each. Minimum payments, for the following future periods, under non-cancelable operating leases and service agreements with initial or remaining terms of one year or more consist of the following:

(In thousands)
Fiscal year:
2015	$	16,882
2016	12,776
2017	10,459
2018	9,681
2019	9,019
Thereafter	62,509
Total future minimum lease payments	$	121,326

Total rent expense, including non-cancelable operating leases and month-to-month leases, was $24.6 million, $24.9 million and $24.9 million for the years ended December 28, 2014, December 29, 2013, and December 30, 2012, respectively.

We have provided customary indemnifications to our landlords under certain property lease agreements for claims by third parties in connection with their use of the premises. We also have provided routine indemnifications against adverse effects related to changes in tax laws and patent infringements by third parties. The maximum amount of these indemnifications cannot be reasonably estimated due to their nature. In some cases, we have recourse against other parties to mitigate the risk of loss from these indemnifications. Historically, we have not made any significant payments relating to such indemnifications.

From time to time, we are involved in various claims and legal actions. In the opinion of management, the ultimate disposition of these matters, individually and in the aggregate, will not have a material effect on our consolidated financial statements, results of operations or liquidity.

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Share Based Compensation Plans (Details) (USD $)	0 Months Ended	12 Months Ended			0 Months Ended
	Jan. 01, 2012	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012	Jul. 12, 2012	Jun. 21, 2013	Jun. 09, 2009	Jun. 09, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation		$ 9,605,000	$ 7,752,000	$ 6,517,000
Share based compensation unrecognized		11,400,000
Weighted average remaining requisite service period		1 year 10 months 29 days
Deferred compensation liability		1,500,000
Dividends, per share, cash paid	$ 4.54
Warrants issued							5,833,335
Exercise price of warrants	$ 50.77						$ 55.31
Expiration June 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants issued		44,188					3,333,334
Warrants exercised		3,289,146
Stock issued upon exercise of warrants		279,408
Proceeds from exercise of warrants		300,000
Expiration June 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants issued							2,500,001
2009 Plan | Management | Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage ownership of common equity								9.55%
Equity awards not to exceed								3,554,811
2009 Plan | Director | Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage ownership of common equity								0.90%
Equity awards not to exceed								335,004
2012 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Plan term					10 years 0 months 0 days
Common stock available for future issuance		1,867,569
2012 Plan | Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity awards not to exceed					1,500,000	2,000,000
Additional increase to common shares issuable						500,000
Stock Appreciation Rights (SARs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Plan term		10 years 0 months 0 days
Award vesting period		4 years 0 months 0 days
Fair value of shares vested		700,000	2,500,000	2,600,000
SARs granted, shares			245,238	47,000
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		4 years 0 months 0 days
Fair value of shares vested		14,600,000
SARs granted, fair value		$ 11,500,000
Vesting period		1 year 0 months 256 days
Units vested		(267,543)

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Income Taxes (Unrecognized Tax Benefits) (Details) (USD $)	12 Months Ended
	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Income Tax Disclosure [Abstract]
Unrecognized tax benefits at end of period	$ 3,693,000	$ 3,917,000	$ 5,547,000
Unrecognized tax benefits that would impact effective tax rate	2,600,000	2,700,000
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefits at beginning of period	3,917,000	5,547,000	6,407,000
Gross increases in tax positions in current period	0	0	0
Gross decreases in tax positions in prior period	(229,000)	(1,476,000)	(1,050,000)
Gross increases in tax positions in prior period	152,000	0	0
Settlements	0	0	0
Lapse of statute of limitations	(147,000)	(154,000)	(953,000)
Uncertainties arising from business combinations	0	0	1,131,000
Cumulative translation adjustment	0	0	12,000
Unrecognized tax benefits at end of period	3,693,000	3,917,000	5,547,000
Unrecognized tax benefits, interest expense	900,000	500,000	900,000
Unrecognized tax benefits, penalties accrued	600,000	700,000	1,000,000
Unrecognized tax benefits, interest accrued	4,900,000		8,800,000
Unrecognized tax benefits that may reasonably be recognized in the next year	$ 200,000

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Share Based Compensation Plans (Weighted Average Grant Date Assumptions) (Details) (USD $)	12 Months Ended
	Dec. 29, 2013	Dec. 30, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option value (model conclusion)	$ 9.68	$ 4.46
Risk-free rate	1.70%	0.30%
Expected dividend yield	0.00%	0.00%
Expected volatility	35.20%	49.00%
Expected term (in years)	6 years 4 months 26 days	1 year 9 months 18 days

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Long-Term Debt (Narrative) (Details) (USD $)	0 Months Ended	12 Months Ended				3 Months Ended
	Jan. 01, 2012	Dec. 28, 2014 company	Dec. 29, 2013	Dec. 30, 2012	Jan. 01, 2012	Mar. 30, 2014	Jan. 21, 2014	Mar. 09, 2012	Apr. 15, 2011	May 31, 2011
Debt Instrument [Line Items]
Proceeds from issuance of long-term debt		$ 138,688,000	$ 0	$ 103,500,000
Return of capital to shareholders	124,900,000				124,900,000
Dividends, per share, cash paid	$ 4.54
Number of businesses acquired		8
Aggregate consideration		297,500,000
ABL Facility
Debt Instrument [Line Items]
Utilization percentage		50.00%
Senior Notes
Debt Instrument [Line Items]
Unamortized premium on Senior Notes		11,920,000	2,809,000
Senior Notes | Senior Notes, Issued January 2014
Debt Instrument [Line Items]
Senior notes issued							125,000,000
Proceeds from issuance of long-term debt		136,800,000
Transaction issuance cost		(1,900,000)
Issuance price, percentage							108.75%
Unamortized premium on Senior Notes							10,900,000
Senior Notes | Senior Unsecured Notes Effective March 2012
Debt Instrument [Line Items]
Senior notes issued								100,000,000
Proceeds from issuance of long-term debt				101,500,000
Transaction issuance cost				(2,000,000)
Issuance price, percentage								103.50%
Unamortized premium on Senior Notes								3,500,000
Senior Notes | Senior Unsecured Notes Effective April 2011
Debt Instrument [Line Items]
Senior notes issued									275,000,000
Proceeds from issuance of long-term debt					265,500,000
Transaction issuance cost					(9,500,000)
Senior Notes | Senior Notes Due 2021
Debt Instrument [Line Items]
Senior notes issued		500,000,000
Interest rate stated percentage		8.25%
Interest expense		39,400,000	31,900,000	30,000,000
Senior Notes | Senior Notes Due 2021 | Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Redemption price, percentage		100.00%
Redemption price, premium, percentage		1.00%
Senior Notes | Senior Notes Due 2021 | Debt Instrument, Redemption, Period Two
Debt Instrument [Line Items]
Redemption price, premium, percentage						0.50%
Senior Notes | Senior Notes Due 2021 | Debt Instrument, Redemption, Period Three
Debt Instrument [Line Items]
Redemption price, percentage		101.00%
Revolving Credit Facility | ABL Facility
Debt Instrument [Line Items]
Maximum borrowing capacity										$ 125,000,000
Minimum | ABL Facility
Debt Instrument [Line Items]
Unutilized commitment fee percentage		0.25%
Minimum | Line of Credit | ABL Facility | Applicable Margin
Debt Instrument [Line Items]
Basis spread on variable rate		2.00%
Minimum | Line of Credit | ABL Facility | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate		1.00%
Maximum | Line of Credit | ABL Facility | Applicable Margin
Debt Instrument [Line Items]
Basis spread on variable rate		2.50%
Maximum | Line of Credit | ABL Facility | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate		1.50%
Maximum | Revolving Credit Facility | ABL Facility
Debt Instrument [Line Items]
Unutilized commitment fee percentage		0.375%

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Earnings Per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 28, 2014	Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Dec. 29, 2013	Sep. 29, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net income (loss) attributable to Masonite	$ (16,367)	$ (9,967)	$ 5,580	$ (16,586)	$ (7,589)	$ 3,615	$ (1,211)	$ (5,825)	$ (37,340)	$ (11,010)	$ (23,245)
Income (loss) from discontinued operations, net of tax	(194)	(124)	(170)	(142)	(402)	(62)	(44)	(90)	(630)	(598)	1,480
Income (loss) from continuing operations attributable to Masonite									$ (36,710)	$ (10,412)	$ (24,725)
Effect of dilutive securities:
Shares used in computing basic earnings per share									29,588,001	28,264,166	27,693,541
Incremental shares issuable under share compensation plans									0	0	0
Shares used in computing diluted earnings per share									29,588,001	28,264,166	27,693,541
Basic earnings (loss) per common share attributable to Masonite:
Continuing operations attributable to Masonite									$ (1.24)	$ (0.37)	$ (0.89)
Discontinued operations attributable to Masonite, net of tax (in dollars per share)									$ (0.02)	$ (0.02)	$ 0.05
Basic earnings per common share attributable to Masonite (in dollars per share)	$ (0.55)	$ (0.34)	$ 0.19	$ (0.56)	$ (0.25)	$ 0.13	$ (0.04)	$ (0.21)	$ (1.26)	$ (0.39)	$ (0.84)
Continuing operations attributable to Masonite									$ (1.24)	$ (0.37)	$ (0.89)
Discontinued operations attributable to Masonite, net of tax (in dollars per share)									$ (0.02)	$ (0.02)	$ 0.05
Diluted earnings per common share attributable to Masonite (in dollars per share)	$ (0.55)	$ (0.34)	$ 0.18	$ (0.56)	$ (0.25)	$ 0.12	$ (0.04)	$ (0.21)	$ (1.26)	$ (0.39)	$ (0.84)
Warrants
Incremental shares issuable from anti-dilutive instruments excluded from diluted earnings per common share:
Antidilutive securities excluded from computation of earnings per share, amount									2,500,001	5,833,335	5,833,335
Stock Appreciation Rights (SARs)
Incremental shares issuable from anti-dilutive instruments excluded from diluted earnings per common share:
Antidilutive securities excluded from computation of earnings per share, amount									584,812	842,886	1,045,524
Restricted Stock Units (RSUs)
Incremental shares issuable from anti-dilutive instruments excluded from diluted earnings per common share:
Antidilutive securities excluded from computation of earnings per share, amount									388,898	477,260	765,345

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Long-Term Debt (Tables)

12 Months Ended

Dec. 28, 2014

Debt Disclosure [Abstract]

Schedule of long-term debt

(In thousands)	December 28, 2014		December 29, 2013
8.25% Senior Notes due 2021	$	500,000	$	375,000
Unamortized premium on Senior Notes	11,920		2,809
Capital lease obligations and other long-term debt	—		52
Total long-term debt	$	511,920	$	377,861

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Acquisitions (Pro Forma Information) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 28, 2014	Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Dec. 29, 2013	Sep. 29, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Business Acquisition, Pro Forma Information [Line Items]
Net sales	$ 448,940	$ 476,124	$ 490,176	$ 422,460	$ 420,475	$ 433,051	$ 453,093	$ 424,524	$ 1,837,700	$ 1,731,143	$ 1,676,005
Pro forma revenue									1,844,359	1,769,967	1,726,272
Net income (loss) attributable to Masonite	(16,367)	(9,967)	5,580	(16,586)	(7,589)	3,615	(1,211)	(5,825)	(37,340)	(11,010)	(23,245)
Pro forma net income (loss) attributable to Masonite									(36,716)	(7,783)	(21,947)
Basic earnings per common share attributable to Masonite (in dollars per share)	$ (0.55)	$ (0.34)	$ 0.19	$ (0.56)	$ (0.25)	$ 0.13	$ (0.04)	$ (0.21)	$ (1.26)	$ (0.39)	$ (0.84)
Pro forma earnings per share, basic									$ (1.24)	$ (0.28)	$ (0.79)
Diluted earnings per common share attributable to Masonite (in dollars per share)	$ (0.55)	$ (0.34)	$ 0.18	$ (0.56)	$ (0.25)	$ 0.12	$ (0.04)	$ (0.21)	$ (1.26)	$ (0.39)	$ (0.84)
Pro forma earnings per share, diluted									$ (1.24)	$ (0.28)	$ (0.79)
Business Acquisitions 2012
Business Acquisition, Pro Forma Information [Line Items]
Pro forma revenue											50,267
Pro forma net income (loss) attributable to Masonite											1,298
Door-Stop
Business Acquisition, Pro Forma Information [Line Items]
Pro forma revenue									6,659	38,824
Pro forma net income (loss) attributable to Masonite									$ 624	$ 3,227

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Segment Information

12 Months Ended

Dec. 28, 2014

Segment Reporting [Abstract]

Segment Information

Segment Information

Our reportable segments are organized and managed principally by geographic region: North America; Europe, Asia and Latin America; and Africa. Our management reviews net sales and Adjusted EBITDA (as defined below) to evaluate segment performance and allocate resources. Net assets are not allocated to the geographic segments. Adjusted EBITDA is a non-GAAP financial measure which does not have a standardized meaning under GAAP and is unlikely to be comparable to similar measures used by other companies. Adjusted EBITDA is defined as net income (loss) attributable to Masonite adjusted to exclude the following items:

• depreciation;

• amortization;

• share based compensation expense;

• loss (gain) on disposal of property, plant and equipment;

• registration and listing fees;

• restructuring costs;

• asset impairment;

• interest expense (income), net;

• other expense (income), net;

• income tax expense (benefit);

• loss (income) from discontinued operations, net of tax; and

• net income (loss) attributable to non-controlling interest.

This definition of Adjusted EBITDA differs from the definitions of EBITDA contained in the indenture governing the Senior Notes and the credit agreement governing the ABL Facility. Although Adjusted EBITDA is not a measure of financial condition or performance determined in accordance with GAAP, it is used to evaluate and compare the operating performance of the segments and it is one of the primary measures used to determine employee incentive compensation. Intersegment transfers are negotiated on an arm’s length basis, using market prices.

Certain information with respect to geographic segments is as follows for the periods indicated:

(In thousands)	Year Ended December 28, 2014
(In thousands)	North America			Europe, Asia and Latin America			Africa			Total
Sales	$	1,396,844		$	409,550		$	56,579		$	1,862,973
Intersegment sales	(813		)	(24,460		)	—			(25,273		)
Net sales to external customers	$	1,396,031		$	385,090		$	56,579		$	1,837,700
Adjusted EBITDA	$	121,069		$	15,755		$	263		$	137,087
Depreciation and amortization	56,535			22,043			3,766			82,344
Interest expense (income), net	69,559			(28,202		)	168			41,525
Income tax expense (benefit)	6,034			(40		)	(1,461		)	4,533

(In thousands)	Year Ended December 29, 2013
(In thousands)	North America			Europe, Asia and Latin America			Africa			Total
Sales	$	1,322,365		$	354,615		$	69,617		$	1,746,597
Intersegment sales	(727		)	(14,686		)	(41		)	(15,454		)
Net sales to external customers	$	1,321,638		$	339,929		$	69,576		$	1,731,143
Adjusted EBITDA	$	89,220		$	11,121		$	5,536		$	105,877
Depreciation and amortization	58,230			17,135			3,773			79,138
Interest expense (income), net	63,003			(29,911		)	138			33,230
Income tax expense (benefit)	(20,389		)	(1,507		)	519			(21,377		)

(In thousands)	Year Ended December 30, 2012
(In thousands)	North America			Europe, Asia and Latin America			Africa			Total
Sales	$	1,225,420		$	385,323		$	81,801		$	1,692,544
Intersegment sales	(1,369		)	(14,988		)	(182		)	(16,539		)
Net sales to external customers	$	1,224,051		$	370,335		$	81,619		$	1,676,005
Adjusted EBITDA	$	73,786		$	17,060		$	6,415		$	97,261
Depreciation and amortization	54,452			19,829			4,143			78,424
Interest expense (income), net	60,939			(29,422		)	(63		)	31,454
Income tax expense (benefit)	(13,007		)	(828		)	470			(13,365		)

A reconciliation of our consolidated Adjusted EBITDA to net income (loss) attributable to Masonite is set forth as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Adjusted EBITDA	$	137,087		$	105,877		$	97,261
Less (plus):
Depreciation	60,622			62,080			63,348
Amortization	21,722			17,058			15,076
Share based compensation expense	9,605			7,752			6,517
Loss (gain) on disposal of property, plant and equipment	3,816			(1,775		)	2,724
Registration and listing fees	—			2,421			—
Restructuring costs	11,137			10,630			11,431
Asset impairment	18,202			1,904			1,350
Interest expense (income), net	41,525			33,230			31,454
Other expense (income), net	(587		)	2,316			528
Income tax expense (benefit)	4,533			(21,377		)	(13,365		)
Loss (income) from discontinued operations, net of tax	630			598			(1,480		)
Net income (loss) attributable to non-controlling interest	3,222			2,050			2,923
Net income (loss) attributable to Masonite	$	(37,340	)	$	(11,010	)	$	(23,245	)

We derive revenues from two major product lines: interior and exterior products. We do not review or analyze our two major product lines below net sales. Sales for the product lines are summarized as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014		December 29, 2013		December 30, 2012
Net sales:
Interior products	$	1,293,006	$	1,260,046	$	1,232,990
Exterior products	544,694		471,097		443,015
	$	1,837,700	$	1,731,143	$	1,676,005

Net sales information with respect to geographic areas exceeding 10% of consolidated net sales is as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014		December 29, 2013		December 30, 2012
Net sales to external customers from facilities in:
United States	$	1,073,710	$	1,002,689	$	941,062
Canada	280,276		280,020		246,900
Other	483,714		448,434		488,043
Total	$	1,837,700	$	1,731,143	$	1,676,005

In the years ended December 28, 2014, December 29, 2013, and December 30, 2012, net sales to The Home Depot, Inc., were $308.6 million, $278.4 million and $265.9 million, respectively. No other individual customer's net sales exceeded 10% of consolidated net sales for any of the periods presented.

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 periods indicated:

(In thousands)	December 28, 2014		December 29, 2013		December 30, 2012
United States	$	329,689	$	330,640	$	333,391
Canada	65,491		75,307		85,801
Ireland (1)	—		65,772		66,795
Other	181,054		158,560		162,373
Total	$	576,234	$	630,279	$	648,360

____________

(1) Amount was less than 10% of consolidated property, plant and equipment as of December 28, 2014, and is included as part of Other.

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Supplemental Unaudited Quarterly Financial Information

12 Months Ended

Dec. 28, 2014

Quarterly Financial Information Disclosure [Abstract]

Supplemental Unaudited Quarterly Financial Information

Supplemental Unaudited Quarterly Financial Information

The following table sets forth the historical unaudited quarterly financial data for the periods indicated. The information for each of these periods has been prepared on the same basis as the audited consolidated financial statements and, in our opinion, reflects all adjustments necessary to present fairly our financial results. Operating results for previous periods do not necessarily indicate results that may be achieved in any future period.

	Quarter Ended
(In thousands, except per share information)	December 28, 2014			September 28, 2014			June 29, 2014			March 30, 2014
Net sales	$	448,940		$	476,124		$	490,176		$	422,460
Cost of goods sold	381,364			409,894			411,569			369,474
Gross profit	67,576			66,230			78,607			52,986
Selling, general and administration expenses	53,928			53,855			58,519			57,775
Restructuring costs	(57		)	9,913			560			721
Asset impairment	18,202			—			—			—
Operating income (loss)	(4,497		)	2,462			19,528			(5,510		)
Interest expense (income), net	10,491			10,447			10,594			9,993
Other expense (income), net	(1,670		)	(404		)	1,306			181
Income (loss) from continuing operations before income tax expense (benefit)	(13,318		)	(7,581		)	7,628			(15,684		)
Income tax expense (benefit)	1,131			2,004			1,379			19
Income (loss) from continuing operations	(14,449		)	(9,585		)	6,249			(15,703		)
Income (loss) from discontinued operations, net of tax	(194		)	(124		)	(170		)	(142		)
Net income (loss)	(14,643		)	(9,709		)	6,079			(15,845		)
Less: Net income (loss) attributable to non-controlling interest	1,724			258			499			741
Net income (loss) attributable to Masonite	$	(16,367	)	$	(9,967	)	$	5,580		$	(16,586	)
Earnings (loss) per common share attributable to Masonite:
Basic	$	(0.55	)	$	(0.34	)	$	0.19		$	(0.56	)
Diluted	$	(0.55	)	$	(0.34	)	$	0.18		$	(0.56	)
	Quarter Ended
	December 29, 2013			September 29, 2013			June 30, 2013			March 31, 2013
Net sales	$	420,475		$	433,051		$	453,093		$	424,524
Cost of goods sold	369,007			374,082			388,424			374,123
Gross profit	51,468			58,969			64,669			50,401
Selling, general and administration expenses	54,692			51,386			54,128			46,960
Restructuring costs	6,163			1,265			1,762			1,440
Asset impairment	—			—			1,904			—
Operating income (loss)	(9,387		)	6,318			6,875			2,001
Interest expense (income), net	8,442			8,330			8,208			8,250
Other expense (income), net	3,092			(255		)	(363		)	(158		)
Income (loss) from continuing operations before income tax expense (benefit)	(20,921		)	(1,757		)	(970		)	(6,091		)
Income tax expense (benefit)	(13,661		)	(6,272		)	(408		)	(1,036		)
Income (loss) from continuing operations	(7,260		)	4,515			(562		)	(5,055		)
Income (loss) from discontinued operations, net of tax	(402		)	(62		)	(44		)	(90		)
Net income (loss)	(7,662		)	4,453			(606		)	(5,145		)
Less: Net income (loss) attributable to non-controlling interest	(73		)	838			605			680
Net income (loss) attributable to Masonite	$	(7,589	)	$	3,615		$	(1,211	)	$	(5,825	)
Earnings (loss) per common share attributable to Masonite:
Basic	$	(0.25	)	$	0.13		$	(0.04	)	$	(0.21	)
Diluted	$	(0.25	)	$	0.12		$	(0.04	)	$	(0.21	)

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Variable Interest Entity (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012	Jan. 01, 2012
Variable Interest Entity [Line Items]
Cash and cash equivalents	$ 192,037	$ 100,873	$ 122,314	$ 109,205
Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Number of variable interest entities	1	1
Cash and cash equivalents	$ 3,100	$ 4,300

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Acquisitions (Aggregate Consideration) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended			0 Months Ended
	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012	Dec. 01, 2014	Feb. 24, 2014	Jul. 09, 2013	Aug. 01, 2012	Apr. 20, 2012	Mar. 26, 2012
Business Acquisition [Line Items]
Cash consideration, net of cash acquired	$ 54,256	$ 15,376	$ 88,354
Harring Doors
Business Acquisition [Line Items]
Accounts receivable				1,180
Inventory				443
Property, plant and equipment				1,167
Goodwill				1,951
Intangible assets				0
Accounts payable and accrued expenses, net				(731)
Other assets and liabilities, net				(109)
Cash consideration, net of cash acquired				3,901
Door-Stop
Business Acquisition [Line Items]
Accounts receivable					2,648
Inventory					2,665
Property, plant and equipment					4,303
Goodwill					20,359
Intangible assets					28,776
Accounts payable and accrued expenses, net					(3,492)
Other assets and liabilities, net					(4,904)
Cash consideration, net of cash acquired					50,355
Masisa
Business Acquisition [Line Items]
Inventory						5,174
Property, plant and equipment						6,228
Goodwill						316
Other assets and liabilities, net						508
Cash consideration						12,226
Lemieux
Business Acquisition [Line Items]
Accounts receivable							3,547
Inventory							6,013
Property, plant and equipment							15,148
Goodwill							397
Intangible assets							3,900
Deferred income taxes							(3,023)
Other assets and liabilities, net							(3,915)
Cash consideration, net of cash acquired							22,067
Algoma
Business Acquisition [Line Items]
Accounts receivable								8,874
Inventory								6,391
Property, plant and equipment								9,658
Goodwill								20,049
Intangible assets								28,600
Deferred income taxes								(11,866)
Other assets and liabilities, net								(6,073)
Cash consideration, net of cash acquired								55,633
Baillargeon
Business Acquisition [Line Items]
Accounts receivable									3,105
Inventory									1,758
Property, plant and equipment									7,054
Goodwill									1,113
Intangible assets									0
Deferred income taxes									(929)
Other assets and liabilities, net									(2,158)
Cash consideration, net of cash acquired									9,943
Business Acquisitions 2012
Business Acquisition [Line Items]
Accounts receivable			15,526
Inventory			14,162
Property, plant and equipment			31,860
Goodwill			21,559
Intangible assets			32,500
Deferred income taxes			(15,818)
Other assets and liabilities, net			(12,146)
Cash consideration, net of cash acquired			87,643
Business Acquisitions 2014
Business Acquisition [Line Items]
Accounts receivable	3,828
Inventory	3,108
Property, plant and equipment	5,470
Goodwill	22,310
Intangible assets	28,776
Accounts payable and accrued expenses, net	(4,223)
Other assets and liabilities, net	(5,013)
Cash consideration, net of cash acquired	$ 54,256

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Segment Information (Tables)

12 Months Ended

Dec. 28, 2014

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

Certain information with respect to geographic segments is as follows for the periods indicated:

(In thousands)	Year Ended December 28, 2014
(In thousands)	North America			Europe, Asia and Latin America			Africa			Total
Sales	$	1,396,844		$	409,550		$	56,579		$	1,862,973
Intersegment sales	(813		)	(24,460		)	—			(25,273		)
Net sales to external customers	$	1,396,031		$	385,090		$	56,579		$	1,837,700
Adjusted EBITDA	$	121,069		$	15,755		$	263		$	137,087
Depreciation and amortization	56,535			22,043			3,766			82,344
Interest expense (income), net	69,559			(28,202		)	168			41,525
Income tax expense (benefit)	6,034			(40		)	(1,461		)	4,533

(In thousands)	Year Ended December 29, 2013
(In thousands)	North America			Europe, Asia and Latin America			Africa			Total
Sales	$	1,322,365		$	354,615		$	69,617		$	1,746,597
Intersegment sales	(727		)	(14,686		)	(41		)	(15,454		)
Net sales to external customers	$	1,321,638		$	339,929		$	69,576		$	1,731,143
Adjusted EBITDA	$	89,220		$	11,121		$	5,536		$	105,877
Depreciation and amortization	58,230			17,135			3,773			79,138
Interest expense (income), net	63,003			(29,911		)	138			33,230
Income tax expense (benefit)	(20,389		)	(1,507		)	519			(21,377		)

(In thousands)	Year Ended December 30, 2012
(In thousands)	North America			Europe, Asia and Latin America			Africa			Total
Sales	$	1,225,420		$	385,323		$	81,801		$	1,692,544
Intersegment sales	(1,369		)	(14,988		)	(182		)	(16,539		)
Net sales to external customers	$	1,224,051		$	370,335		$	81,619		$	1,676,005
Adjusted EBITDA	$	73,786		$	17,060		$	6,415		$	97,261
Depreciation and amortization	54,452			19,829			4,143			78,424
Interest expense (income), net	60,939			(29,422		)	(63		)	31,454
Income tax expense (benefit)	(13,007		)	(828		)	470			(13,365		)

Reconciliation of consolidated Adjusted EBITDA to net income (loss) attributable to Masonite

A reconciliation of our consolidated Adjusted EBITDA to net income (loss) attributable to Masonite is set forth as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Adjusted EBITDA	$	137,087		$	105,877		$	97,261
Less (plus):
Depreciation	60,622			62,080			63,348
Amortization	21,722			17,058			15,076
Share based compensation expense	9,605			7,752			6,517
Loss (gain) on disposal of property, plant and equipment	3,816			(1,775		)	2,724
Registration and listing fees	—			2,421			—
Restructuring costs	11,137			10,630			11,431
Asset impairment	18,202			1,904			1,350
Interest expense (income), net	41,525			33,230			31,454
Other expense (income), net	(587		)	2,316			528
Income tax expense (benefit)	4,533			(21,377		)	(13,365		)
Loss (income) from discontinued operations, net of tax	630			598			(1,480		)
Net income (loss) attributable to non-controlling interest	3,222			2,050			2,923
Net income (loss) attributable to Masonite	$	(37,340	)	$	(11,010	)	$	(23,245	)

Revenue from External Customers by Products and Services

We derive revenues from two major product lines: interior and exterior products. We do not review or analyze our two major product lines below net sales. Sales for the product lines are summarized as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014		December 29, 2013		December 30, 2012
Net sales:
Interior products	$	1,293,006	$	1,260,046	$	1,232,990
Exterior products	544,694		471,097		443,015
	$	1,837,700	$	1,731,143	$	1,676,005

Revenue from External Customers by Geographic Areas

Net sales information with respect to geographic areas exceeding 10% of consolidated net sales is as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014		December 29, 2013		December 30, 2012
Net sales to external customers from facilities in:
United States	$	1,073,710	$	1,002,689	$	941,062
Canada	280,276		280,020		246,900
Other	483,714		448,434		488,043
Total	$	1,837,700	$	1,731,143	$	1,676,005

Property, Plant and Equipment by Country

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 periods indicated:

(In thousands)	December 28, 2014		December 29, 2013		December 30, 2012
United States	$	329,689	$	330,640	$	333,391
Canada	65,491		75,307		85,801
Ireland (1)	—		65,772		66,795
Other	181,054		158,560		162,373
Total	$	576,234	$	630,279	$	648,360

____________

(1) Amount was less than 10% of consolidated property, plant and equipment as of December 28, 2014, and is included as part of Other.

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Consolidated Statements of Changes in Equity (USD $) In Thousands, except Share data, unless otherwise specified	Total	Common Stock [Member]	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Total Equity Attributable to Masonite	Equity Attributable to Noncontrolling Interests
Opening Balance, Value at Jan. 01, 2012	$ 848,483	$ 626,787	$ 241,496	$ (25,922)	$ (27,728)	$ 814,633	$ 33,850
Opening Balance, Shares at Jan. 01, 2012		27,531,792
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(20,322)			(23,245)		(23,245)	2,923
Other comprehensive income (loss), net of tax	8,978				8,744	8,744	234
Dividends to non-controlling interests	(5,735)						(5,735)
Share based awards	6,517		6,517			6,517
Common shares issued for delivery of share based awards, Shares		411,982
Common shares issued for delivery of share based awards, Value	0	7,123	(7,123)			0
Reduction of return of capital payable due to forfeitures of share based awards	(11)		(11)			(11)
Common shares withheld to cover income taxes payable due to delivery of share based awards	(95)		(95)			(95)
Ending Balance, Value at Dec. 30, 2012	837,815	633,910	240,784	(49,167)	(18,984)	806,543	31,272
Ending Balance, Shares at Dec. 30, 2012		27,943,774
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(8,960)			(11,010)		(11,010)	2,050
Other comprehensive income (loss), net of tax	(1,378)				(617)	(617)	(761)
Dividends to non-controlling interests	(3,723)						(3,723)
Share based awards	7,752		7,752			7,752
Common shares issued for delivery of share based awards, Shares		1,141,247
Common shares issued for delivery of share based awards, Value	0	12,286	(12,286)			0
Common shares withheld to cover income taxes payable due to delivery of share based awards	(5,944)		(5,944)			(5,944)
Ending Balance, Value at Dec. 29, 2013	825,562	646,196	230,306	(60,177)	(19,601)	796,724	28,838
Ending Balance, Shares at Dec. 29, 2013	29,085,021	29,085,021
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(34,118)			(37,340)		(37,340)	3,222
Other comprehensive income (loss), net of tax	(57,636)				(56,658)	(56,658)	(978)
Dividends to non-controlling interests	(5,017)						(5,017)
Share based awards	9,605		9,605			9,605
Common shares issued for delivery of share based awards, Shares		650,892
Common shares issued for delivery of share based awards, Value	0	6,996	(6,996)			0
Common shares issued for exercise of warrants, Shares		279,408
Common shares issued for exercise of warrants	263	4,100	(3,837)			263
Common shares withheld to cover income taxes payable due to delivery of share based awards	(3,160)		(3,160)			(3,160)
Ending Balance, Value at Dec. 28, 2014	$ 735,499	$ 657,292	$ 225,918	$ (97,517)	$ (76,259)	$ 709,434	$ 26,065
Ending Balance, Shares at Dec. 28, 2014	30,015,321	30,015,321

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Segment Information (Reconciliation of Consolidated Adjusted EBITDA to Net Income (Loss)) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 28, 2014	Sep. 28, 2014	Jun. 29, 2014	Mar. 30, 2014	Dec. 29, 2013	Sep. 29, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Segment Reporting [Abstract]
Net sales	$ 448,940	$ 476,124	$ 490,176	$ 422,460	$ 420,475	$ 433,051	$ 453,093	$ 424,524	$ 1,837,700	$ 1,731,143	$ 1,676,005
Adjusted EBITDA									137,087	105,877	97,261
Depreciation									60,622	62,080	63,348
Amortization									21,722	17,058	15,076
Share based compensation expense									9,605	7,752	6,517
Loss (gain) on disposal of property, plant and equipment									3,816	(1,775)	2,724
Registration and Listing Fees									0	2,421	0
Restructuring costs	(57)	9,913	560	721	6,163	1,265	1,762	1,440	11,137	10,630	11,431
Asset impairment	18,202	0	0	0	0	0	1,904	0	18,202	1,904	1,350
Interest expense (income), net	10,491	10,447	10,594	9,993	8,442	8,330	8,208	8,250	41,525	33,230	31,454
Other expense (income), net	(1,670)	(404)	1,306	181	3,092	(255)	(363)	(158)	(587)	2,316	528
Income tax expense (benefit)	1,131	2,004	1,379	19	(13,661)	(6,272)	(408)	(1,036)	4,533	(21,377)	(13,365)
Loss (income) from discontinued operations, net of tax	194	124	170	142	402	62	44	90	630	598	(1,480)
Net income (loss) attributable to non-controlling interest	1,724	258	499	741	(73)	838	605	680	3,222	2,050	2,923
Net income (loss) attributable to Masonite	(16,367)	(9,967)	5,580	(16,586)	(7,589)	3,615	(1,211)	(5,825)	(37,340)	(11,010)	(23,245)
Depreciation and Amortization									$ 82,344	$ 79,138	$ 78,424

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Accounts Receivable

12 Months Ended

Dec. 28, 2014

Receivables [Abstract]

Accounts Receivable

Accounts Receivable

Our customers consist mainly of wholesale distributors, dealers, and retail home centers. Our ten largest customers accounted for 48.8% and 44.4% of total accounts receivable as of December 28, 2014, and December 29, 2013, respectively. Our largest customer, The Home Depot, Inc., accounted for more than 10% of the consolidated gross accounts receivable balance as of December 28, 2014, and December 29, 2013. No other individual customer accounted for greater than 10% of the consolidated gross accounts receivable balance at either December 28, 2014, or December 29, 2013.

The changes in the allowance for doubtful accounts were as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Balance at beginning of period	$	3,764		$	3,871		$	2,510
Additions charged to expense	2,522			1,989			2,077
Deductions	(3,670		)	(2,096		)	(716		)
Balance at end of period	$	2,616		$	3,764		$	3,871

We maintain an accounts receivable sales program with a third party ("AR Sales Program"). Under the AR Sales Program, we can transfer ownership of eligible trade accounts receivable of a large retail customer. Receivables are sold outright to a third party that assumes the full risk of collection, without recourse to us in the event of a loss. Transfers of receivables under this program are accounted for as sales. Proceeds from the transfers reflect the face value of the accounts receivable less a discount. Receivables sold under the AR Sales Program are excluded from trade accounts receivable in the consolidated balance sheets and are included in cash flows from operating activities in the consolidated statements of cash flows. The discounts on the sales of trade accounts receivable sold under the AR Sales Program were not material for any of the periods presented and were recorded to selling, general and administration expense within the consolidated statements of comprehensive income (loss).

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Inventories (Details) (USD $) In Thousands, unless otherwise specified	Dec. 28, 2014	Dec. 29, 2013
Inventory Disclosure [Abstract]
Raw materials	$ 155,012	$ 151,065
Finished goods	67,720	67,283
Inventories, net	$ 222,732	$ 218,348

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Income Taxes (Deferred Income Taxes) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012	Jan. 01, 2012
Deferred Tax Assets, Gross [Abstract]
Non-capital loss carryforwards	$ 65,497	$ 62,641
Capital loss carryforwards	3,678	0
Deferred interest expense	22,008	22,632
Pension and post-retirement liability	13,914	12,519
Amounts currently not deductible for tax purposes	17,751	18,778
Unrealized foreign exchange loss (gain)	2,747	82
Other	6,429	7,133
Total deferred income tax assets	132,024	123,785
Valuation allowance	(35,766)	(16,949)	(24,260)	(11,312)
Total deferred income tax assets, net of valuation allowance	96,258	106,836
Deferred income tax liabilities:
Plant and equipment	(98,890)	(110,740)
Intangibles	(46,626)	(47,345)
Basis difference in subsidiaries	(8,708)	(8,260)
Other	(8,348)	(8,211)
Total deferred income tax liabilities	(162,572)	(174,556)
Net deferred income tax asset (liability)	(66,313)	(67,720)
Deferred tax assets related to equity compensation in excess of compensation recognized for financial reporting	$ 16,200

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Employee Future Benefits (Plan Activity) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
United States Defined Benefit Plan
Pension assets:
Fair value of plan assets, beginning of year	$ 84,501	$ 74,531
Company contributions	5,441	3,200
Actual return on plan assets	6,480	11,892
Benefits paid	(5,350)	(4,882)
Fair value of plan assets, end of year	90,724	84,501	74,531
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Accrued benefit obligation, beginning of year	105,821	114,910
Current service cost	261	384	809
Interest cost	5,062	4,662	4,680
Actuarial loss (gain)	10,857	(9,013)
Benefits paid	(5,350)	(4,882)
Administration expenses paid	(348)	(240)
Accrued benefit obligation, end of year	116,303	105,821	114,910
Net accrued benefit obligation, end of year	25,579	21,320
United Kingdom Defined Benefit Plan
Pension assets:
Fair value of plan assets, beginning of year	22,239	20,143
Company contributions	789	890
Actual return on plan assets	2,594	1,681
Benefits paid	(1,285)	(874)
Translation adjustment	(1,248)	399
Fair value of plan assets, end of year	23,089	22,239	20,143
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Accrued benefit obligation, beginning of year	30,627	28,950
Interest cost	1,335	1,329	1,248
Actuarial loss (gain)	2,615	821
Benefits paid	(1,285)	(874)
Translation adjustment	(1,704)	401
Accrued benefit obligation, end of year	31,588	30,627	28,950
Net accrued benefit obligation, end of year	$ 8,499	$ 8,388

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Business Overview and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 28, 2014

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

We prepare these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These consolidated financial statements include the accounts of Masonite International Corporation, a company incorporated under the laws of British Columbia, and its subsidiaries, as of December 28, 2014, and December 29, 2013, and for the years ended December 28, 2014, December 29, 2013 and December 30, 2012.

Our fiscal year is the 52- or 53-week period ending on the Sunday closest to December 31. In a 52-week year, each fiscal quarter consists of 13 weeks.

Adoption of Recent Accounting Pronouncements

Adoption of Recent Accounting Pronouncements

In July 2013, the FASB issued ASU 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists," which amended ASC 740, "Income Taxes." This ASU addresses the diversity in practice regarding financial statement presentation of an unrecognized tax benefit when a net operating loss, a similar tax loss or a tax credit carryforward exists. This ASU requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward, except as follows: to the extent a net operating loss carryforward, a similar tax loss or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This ASU was effective prospectively for reporting periods beginning after December 15, 2013, and early adoption was permitted. The adoption of this standard did not have a material impact on the presentation of our financial statements.

In March 2013, the FASB issued ASU 2013-05, "Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity," which amended ASC 830, "Foreign Currency Matters." This ASU updates accounting guidance related to the application of consolidation guidance and foreign currency matters. This ASU resolves the diversity in practice about what guidance applies to the release of the cumulative translation adjustment into net income. This ASU was effective prospectively for annual reporting periods beginning after December 15, 2013, and interim periods within those annual periods. The adoption of this standard did not have a material impact on the presentation of our financial statements. Any future impact of ASU 2013-05 on our financial position and results of operations will depend upon the nature and extent of future sales or dispositions of any entities that had created a cumulative translation adjustment.

Other Recent Accounting Pronouncements not yet Adopted

In August 2014, the FASB issued ASU 2014-15, "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern," which amended ASC 205-40, "Presentation of Financial Statements - Going Concern". This ASU requires 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 entity's financial statements and to provide related footnote disclosures. This ASU is effective for annual reporting periods ending after December 15, 2016, and interim periods thereafter; early adoption is permitted. We are in the process of evaluating this guidance to determine the impact it will have on our financial statements.

In May 2014, the FASB issued ASU 2014-09, "Revenue From Contracts With Customers," which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is effective for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods; early application is not permitted. We are in the process of evaluating this guidance to determine the magnitude of its impact on our financial statements.

In April 2014, the FASB issued ASU 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," which amends the definition of a discontinued operation in ASC 205-20 and requires entities to provide additional disclosures about discontinued operations as well as disposal transactions that do not meet the discontinued operations criteria. The FASB issued the ASU to provide more decision-useful information and to make it more difficult for a disposal transaction to qualify as a discontinued operation. This ASU is effective for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods; early application is permitted. The adoption of this standard is not expected to have a material impact on the presentation of our financial statements.

Principles of consolidation

Principles of consolidation:

These consolidated financial statements include the accounts of Masonite and our subsidiaries and the accounts of any variable interest entities for which we are the primary beneficiary. Intercompany accounts and transactions have been eliminated upon consolidation. The results of subsidiaries acquired during the periods presented are consolidated from their respective dates of acquisition using the acquisition method.

Translation of consolidated financial statements into U.S. dollars

Translation of consolidated financial statements into U.S. dollars:

These consolidated financial statements are expressed in U.S. dollars. The accounts of the majority of our self-sustaining foreign operations are maintained in functional currencies other than the U.S. dollar. Assets and liabilities for these subsidiaries have been translated into U.S. dollars at the exchange rates prevailing at the end of the period and results of operations at the average exchange rates for the period. Unrealized exchange gains and losses arising from the translation of the financial statements of our non-U.S. functional currency operations are accumulated in the cumulative translation adjustments account in accumulated other comprehensive income (loss). For our foreign subsidiaries where the U.S. dollar is the functional currency, all foreign currency-denominated accounts are remeasured into U.S. dollars. Unrealized exchange gains and losses arising from remeasurements of foreign currency-denominated assets and liabilities are included within other expense (income), net, in the consolidated statements of comprehensive income (loss). Gains and losses arising from international intercompany transactions that are of a long-term investment nature are reported in the same manner as translation gains and losses. Realized exchange gains and losses are included in net income (loss) for the periods presented.

Cash and cash equivalents

Cash and cash equivalents:

Cash includes cash equivalents which are short-term highly liquid investments with original maturities of three months or less.

Restricted cash

Restricted cash:

Restricted cash includes cash we have placed as collateral for letters of credit.

Accounts receivable

Accounts receivable:

We record accounts receivable as our products are received by our customers. Our customers are primarily retailers, distributors and contractors. We record an allowance for doubtful accounts for known collectability issues, as such issues relate to specific transactions or customer balances. When it becomes apparent, based on age or customer circumstances, that such amounts will not be collected, they are expensed as bad debt and payments subsequently received are credited to the bad debt expense account, included within selling, general and administration expense in the consolidated statements of comprehensive income (loss). Generally, we do not require collateral for our accounts receivable.

Inventories

Inventories:

Raw materials are valued at the lower of cost or market value, where market value is determined using replacement cost. Finished goods are valued at the lower of cost or net realizable value. Cost is determined on a first in, first out basis. In determining the net realizable value, we consider factors such as yield, turnover, expected future demand and past experience.

The cost of inventories includes all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. The costs of conversion of inventories include costs directly related to the units of production, such as direct labor. They also include a systematic allocation of fixed and variable production overheads that are incurred in converting raw materials into finished goods. Fixed production overheads are those indirect costs of production that remain relatively constant regardless of the volume of production, such as depreciation and maintenance of factory buildings and equipment, and the cost of factory management and administration. Variable production overheads are those indirect costs of production that vary directly, or nearly directly, with the volume of production, such as indirect materials and indirect labor.

To determine the cost of inventory, we allocate fixed expenses to the cost of production based on the normal capacity, which refers to a range of production levels and is considered the production expected to be achieved over a number of periods or seasons under normal circumstances, taking into account the loss of capacity resulting from planned maintenance. Fixed overhead costs allocated to each unit of production are not increased due to abnormally low production. Those excess costs are recognized as a current period expense. When a production facility is completely shut down temporarily, it is considered idle, and all related expenses are charged to cost of goods sold.

Property, plant and equipment

Property, plant and equipment:

Property, plant and equipment are stated at cost. Depreciation is recorded based on the carrying values of buildings, machinery and equipment using the straight-line method over the estimated useful lives set forth as follows:

	Useful Life (Years)
Buildings	20 - 40
Machinery and equipment
Tooling	10 - 25
Machinery and equipment	5 - 25
Molds and dies	12 - 25
Office equipment, fixtures and fittings	3 - 12

Improvements and major maintenance that extend the life of an asset are capitalized; other repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed, their carrying values and accumulated depreciation are removed from the accounts.

Property, plant and equipment are tested for impairment when events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. An impairment loss is recognized when the carrying amount of an asset or asset group being tested for recoverability exceeds the sum of the undiscounted cash flows expected from its use and disposal. Impairments are measured as the amount by which the carrying amount of the asset or asset group exceeds its fair value, as determined using a discounted cash flows approach when quoted market prices are not available.

Goodwill

Goodwill:

We use the acquisition method of accounting for all business combinations. We evaluate all business combinations for intangible assets that should be recognized apart from goodwill. Goodwill adjustments are recorded for the effect on goodwill of changes to net assets acquired during the measurement period (up to one year from the date of acquisition) for new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date.

Goodwill is not amortized, but instead is tested annually for impairment on the last day of fiscal November, or more frequently if events or changes in circumstances indicate the carrying amount may not be recoverable. The test for impairment is performed at the reporting unit level by comparing the reporting unit’s carrying amount to its fair value. Possible impairment in goodwill is first analyzed using qualitative factors such as macroeconomic and market conditions, changing costs and actual and projected performance, amongst others, to determine whether it is more likely than not that the book value of the reporting unit exceeds its fair value. If it is determined more likely than not that the book value exceeds fair value, a quantitative analysis is performed to test for impairment. When quantitative steps are determined necessary, the fair values of the reporting units are estimated through the use of discounted cash flow analysis and market multiples. If the carrying amount exceeds fair value, then goodwill is impaired. Any impairment in goodwill is measured by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and comparing the notional goodwill from the fair value allocation to the carrying value of the goodwill. There were no impairment charges recorded against goodwill in any period presented.

Intangible assets

Intangible assets:

Intangible assets with definite lives include customer relationships, non-compete agreements, patents, system software development, supply agreements and acquired trademarks and tradenames. Definite lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Information pertaining to estimated useful lives of intangible assets is as follows:

	Estimated Useful Life
Customer relationships	Over expected relationship period, not exceeding 10 years
Non-compete agreements	Over life of the agreement
Patents	Over expected useful life, not exceeding 17 years
System software development	Over expected useful life, not exceeding 5 years
Supply agreements	Over life of the agreement
Acquired trademarks and tradenames	Over expected useful life

Amortizable intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying value may be greater than fair value. An impairment loss is recognized when the estimate of undiscounted future cash flows generated by such assets is less than the carrying amount. Measurement of the impairment loss is based on the fair value of the asset. Fair value is measured using discounted cash flows.

Indefinite lived intangible assets are not amortized, but instead are tested for impairment annually on the last day of fiscal November, or more frequently if events or circumstances indicate the carrying value may exceed the fair value.

Deferred income taxes

ncome taxes:

We use 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.

We account for uncertain taxes in accordance with ASC 740, “Income Taxes”. The initial benefit recognition model follows a two-step approach. First we evaluate if the tax position is more likely than not of being sustained if audited based solely on the technical merits of the position. Second, we measure the appropriate amount of benefit to recognize. This is calculated as the largest amount of tax benefit that has a greater than 50% likelihood of ultimately being realized upon settlement. Subsequently at each reporting date, the largest amount that has a greater than 50% likelihood of ultimately being realized, based on information available at that date, will be measured and recognized.

We recognize interest and penalties related to unrecognized tax benefits within the income tax expense line in the consolidated statements of comprehensive income (loss). Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheets.

We have outside basis differences as well as undistributed earnings in our foreign subsidiaries. For those subsidiaries in which we considered to be indefinitely reinvested, no provision for Canadian income or local country withholding taxes has been recorded. Upon curing of the outside basis difference and/or repatriation of those earnings, in the form of dividends or otherwise, we may be subject to both Canadian income taxes and withholding taxes payable to the various foreign countries. For those subsidiaries where the earnings are not considered indefinitely reinvested, taxes have been provided as required. The determination of the unrecorded deferred income tax liability for temporary differences related to investments in foreign subsidiaries that are considered to be indefinitely reinvested is not considered practical.

Employee future benefits

Employee future benefits:

We maintain defined benefit pension plans. Earnings are charged with the cost of benefits earned by employees as services are rendered. The cost reflects management’s best estimates of the pension plans’ expected investment yields, wage and salary escalation, mortality of members, terminations and the ages at which members will retire. Changes in these assumptions could impact future pension expense. The excess of the net actuarial gain (loss) over 10% of the greater of the benefit obligation or fair value of plan assets at the beginning of the year is amortized over the average remaining service lives of the members.

Assets are valued at fair value for the purpose of calculating the expected return on plan assets. Past service costs arising from plan amendments are amortized on a straight-line basis over the average remaining service period of employees active at the date of amendment.

When a restructuring of a benefit plan gives rise to both a curtailment and a settlement of obligations, the curtailment is accounted for prior to the settlement. Curtailment gains are offset against unrecognized losses and any excess gains and all curtailment losses are recorded in the period in which the curtailment occurs.

Restructuring costs

Restructuring costs:

All salary-related severance benefits are accrued and expensed when a 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, which is generally when the decision to terminate the employee is made by management of sufficient authority. A liability and expense are recorded for termination benefits based on their fair value when it is probable that employees will be entitled to the benefits, and the amount can be reasonably estimated. This occurs when management approves and commits us to the obligation, management’s termination plan specifically identifies all significant actions to be taken, actions required to fulfill management’s plan are expected to begin as soon as possible and significant changes to the plan are not likely. All salary-related non-contractual benefits are accrued and expensed at fair value at the communication date.

In addition to salary-related costs, we incur other restructuring costs when facilities are closed or capacity is realigned within the organization. A liability and expense are recorded for contractual exit activities when we terminate the contract within the provisions of the agreement, generally by way of written notice to the counterparty. For non-contractual exit activities, a liability and expense are measured at fair value in the period in which the liability is incurred.

Restructuring-related costs are presented separately in the consolidated statements of comprehensive income (loss) whereas non-restructuring severance benefits are charged to cost of goods sold or selling, general and administration expense depending on the nature of the job responsibilities.

Financial instruments

Financial instruments:

We have applied a framework consistent with ASC 820, “Fair Value Measurement and Disclosure”, and has disclosed all financial assets and liabilities measured at fair value and non-financial assets and liabilities measured at fair value on a non-recurring basis (at least annually).

We classify and disclose assets and liabilities carried at fair value in one of the following three categories:

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

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

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

The estimated fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than a forced or liquidation sale. These estimates, although based on the relevant market information about the financial instrument, are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Share based compensation expense

Share based compensation expense:

We have a share based compensation plan, which is described in detail in Note 8. We apply the fair value method of accounting using comprehensive valuation models, including the Black-Scholes-Merton option pricing model, to determine the compensation expense.

Revenue recognition

Revenue recognition:

Revenue from the sale of products is recognized when an agreement with the customer in the form of a sales order is in place, the sales price is fixed or determinable, collection is reasonably assured and the customer has taken ownership and assumes risk of loss. Volume rebates and incentives to customers are considered as a reduction of the sales price of our products. Accordingly, revenue is reported net of such rebates and incentives. Shipping and other transportation costs charged to buyers are recorded in both revenues and cost of goods sold in the consolidated statements of comprehensive income (loss).

Product warranties

Product warranties:

We warrant certain qualitative attributes of our door products. We have recorded provisions for estimated warranty and related costs based on historical experience and periodically adjust these provisions to reflect actual experience. The rollforward of our warranty provision is as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014			December 29, 2013			December 30, 2012
Balance at beginning of period	$	1,914		$	1,368		$	1,366
Additions charged to expense	4,674			1,851			1,470
Deductions	(3,033		)	(1,305		)	(1,468		)
Balance at end of period	$	3,555		$	1,914		$	1,368

Vendor rebates

Vendor rebates:

We account for cash consideration received from a vendor as a reduction of cost of goods sold and inventory, in the consolidated statements of comprehensive income (loss) and consolidated balance sheets, respectively. The cash consideration received represents agreed-upon vendor rebates that are earned in the normal course of operations.

Advertising costs

Advertising costs:

We recognize advertising costs as they are incurred. Advertising costs were $7.7 million, $6.3 million and $6.1 million in the years endedDecember 28, 2014, December 29, 2013 and December 30, 2012, respectively. Advertising costs incurred primarily relate to tradeshows and are included within selling, general and administration expense in the consolidated statements of comprehensive income (loss).

Research and development costs

Research and development costs:

We recognize research and development costs as they are incurred. Research and development costs were $6.1 million, $4.1 million and $4.6 million in the years ended December 28, 2014, December 29, 2013 and December 30, 2012 respectively. Research and development costs incurred primarily relate to the development of new products and the improvement of manufacturing processes, and are primarily included within cost of goods sold in the consolidated statements of comprehensive income (loss). These costs exclude the significant investments in other areas such as advanced automation and e-commerce.

Insurance losses and proceeds

Insurance losses and proceeds:

All involuntary conversions of property, plant and equipment are recorded as losses within loss (gain) on disposal of property, plant and equipment, which is included within selling, general and administration expense in the consolidated statements of comprehensive income (loss) and as reductions to property, plant and equipment in the consolidated balance sheets. Any subsequent proceeds received for insured losses of property, plant and equipment are also recorded as gains within loss (gain) in disposal of property, plant and equipment, and are classified as cash flows from investing activities in the consolidated statements of cash flows in the period in which the cash is received. Proceeds received for business interruption recoveries are recorded as a reduction to selling, general and administration expense in the consolidated statements of comprehensive income (loss) and are classified as cash flows from operating activities in the consolidated statements of cash flows in the period in which an acknowledgment from the insurance carrier of settlement or partial settlement of a non-refundable nature has been presented to us.

Discontinued operations

Discontinued operations:

We account for discontinued operations by segregating assets, liabilities and earnings (net of tax) in the consolidated balance sheets and consolidated statements of comprehensive income (loss), respectively. Operations are classified as discontinued when the operations and cash flows of the component has been or will be eliminated as a result of a disposal transaction and we will not have any significant continuing involvement in the operations of the component after disposal.

Equity investments

Equity investments:

We account for investments in affiliates of between 20% and 50% ownership, over which we have significant influence, using the equity method. We record our share of earnings of the affiliate within other expense (income) in the consolidated statements of comprehensive income (loss) and dividends as a reduction of the investment in the affiliate in the consolidated balance sheets when declared.

Segment Reporting

Segment Reporting:

Our reportable segments are organized and managed principally by geographic region: North America; Europe, Asia and Latin America; and Africa. The North America reportable segment is the aggregation of the following operating segments: Retail, Wholesale and Architectural. The Europe, Asia and Latin America reportable segment is the aggregation of the following operating segments: United Kingdom, France and Central Eastern Europe. Operating segments are aggregated into reportable segments only if they exhibit similar economic characteristics. 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.

Use of estimates

Use of estimates:

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of net sales and expenses during the reporting periods. During 2014, there were no material changes in the methods or policies used to establish estimates and assumptions. Matters subject to significant estimation and judgment include the valuation of the allowance for doubtful accounts; the realizable values of inventories; the valuation of acquired tangible assets and liabilities; the determination of the fair value of financial instruments; the determination of the fair value of goodwill and intangible assets and the useful lives of intangible assets and long-lived assets, as well as the determination of impairment thereon; the determination of obligations under employee future benefit plans; the determination of the valuation of share based awards; and the recoverability of deferred tax assets and uncertain tax positions. Actual results may differ significantly from our estimates.

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Commitments and Contingencies (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 28, 2014	Dec. 29, 2013	Dec. 30, 2012
Operating Leased Assets [Line Items]
Lease renewal term	5 years 0 months 0 days
Rent expense	$ 24.6	$ 24.9	$ 24.9
Minimum
Operating Leased Assets [Line Items]
Lease renewal options	0
Maximum
Operating Leased Assets [Line Items]
Lease renewal options	3

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Restructuring Costs (Tables)

12 Months Ended

Dec. 28, 2014

Restructuring and Related Activities [Abstract]

Total restructuring costs by plan

The following table summarizes the restructuring charges recorded for the periods indicated:

	Year Ended
	December 28, 2014								December 29, 2013								December 30, 2012
(In thousands)	North America		Europe, Asia and Latin America		Africa		Total		North America		Europe, Asia and Latin America		Africa		Total		North America			Europe, Asia and Latin America		Total
2014 Plan	$	—	$	9,503	$	—	$	9,503	$	—	$	—	$	—	$	—	$	—		$	—	$	—
2013 Plan	541		656		7		1,204		2,408		3,008		1,142		6,558		—			—		—
2012 Plan	92		338		—		430		383		2,841		—		3,224		3,772			7,357		11,129
2011 Plan	—		—		—		—		—		—		—		—		(51		)	353		302
2009 and Prior Plans	—		—		—		—		—		848		—		848		—			—		—
Total Restructuring Costs	$	633	$	10,497	$	7	$	11,137	$	2,791	$	6,697	$	1,142	$	10,630	$	3,721		$	7,710	$	11,431

	Cumulative Amount Incurred Through
	December 28, 2014
(In thousands)	North America		Europe, Asia and Latin America		Africa		Total
2014 Plan	$	—	$	9,503	$	—	$	9,503
2013 Plan	2,949		3,664		1,149		7,762
2012 Plan	4,247		10,536		—		14,783
2011 Plan	856		3,718		—		4,574
2010 Plan	3,552		3,831		—		7,383
2009 and Prior Plans	1,741		2,117		—		3,858
Total Restructuring Costs	$	13,345	$	33,369	$	1,149	$	47,863

Schedule of restructuring reserve by type of cost

The changes in the accrual for restructuring by activity were as follows for the periods indicated:

(In thousands)	December 29, 2013		Severance			Closure Costs		Cash Payments		Non-Cash Items		December 28, 2014
2014 Plan	$	—	$	—		$	9,503	$	1,087	$	7,577	$	839
2013 Plan	2,348		(22		)	1,226		3,211		—		341
2012 Plans	714		236			194		810		—		334
2009 and Prior Plans	1,347		—			—		528		—		819
Total	$	4,409	$	214		$	10,923	$	5,636	$	7,577	$	2,333

(In thousands)	December 30, 2012		Severance		Closure Costs		Cash Payments		Non-Cash Items		December 29, 2013
2013 Plan	$	—	$	4,901	$	1,657	$	2,843	$	1,367	$	2,348
2012 Plans	2,893		377		2,847		5,403		—		714
2009 and Prior Plans	1,675		—		848		1,176		—		1,347
Total	$	4,568	$	5,278	$	5,352	$	9,422	$	1,367	$	4,409

(In thousands)	January 1, 2012		Severance		Closure Costs			Cash Payments		Non-Cash Items		December 30, 2012
2012 Plans	$	—	$	6,115	$	5,014		$	6,972	$	1,264	$	2,893
2011 Plans	401		353		(51		)	703		—		—
2009 and Prior Plans	3,130		—		—			1,455		—		1,675
Total	$	3,531	$	6,468	$	4,963		$	9,130	$	1,264	$	4,568

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Supplemental Cash Flow Information

12 Months Ended

Dec. 28, 2014

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flow Information

Supplemental Cash Flow Information

Certain cash and non-cash transactions were as follows for the periods indicated:

	Year Ended
(In thousands)	December 28, 2014		December 29, 2013		December 30, 2012
Transactions involving cash:
Interest paid	$	41,719	$	31,233	$	30,695
Interest received	683		530		725
Income taxes paid	5,485		7,448		6,101
Income tax refunds	1,504		631		3,891
Non-cash transactions:
Property, plant and equipment additions in accounts payable	3,630		7,224		1,635