10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 28, 2013

OR

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

Commission File Number 0-22684

UNIVERSAL FOREST PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

Michigan	38-1465835
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)
2801 East Beltline NE, Grand Rapids, Michigan	49525
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (616) 364-6161

NONE

(Former name or former address, if changed since last report.)

Indicate by checkmark 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 Web site, 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 o

Indicate by checkmark 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  Smaller reporting company o

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

Class	Outstanding as of September 28, 2013
Common stock, no par value	19,900,066

UNIVERSAL FOREST PRODUCTS, INC.

TABLE OF CONTENTS

Page No.

PART I.	FINANCIAL INFORMATION.
Item 1.	Financial Statements.
	Consolidated Condensed Balance Sheets at September 28, 2013, December 29, 2012 and September 29, 2012.	3
	Consolidated Condensed Statements of Earnings and Comprehensive Income for the Three Months Ended and Nine Months Ended September 28, 2013 and September 29, 2012.	4
	Consolidated Condensed Statements of Shareholders’ Equity for the Nine Months Ended September 28, 2013 and September 29, 2012.	5
	Consolidated Condensed Statements of Cash Flows for the Nine Months Ended September 28, 2013 and September 29, 2012.	6
	Notes to Unaudited Consolidated Condensed Financial Statements.	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	30
Item 4.	Controls and Procedures.	31
PART II.	OTHER INFORMATION.
Item 1.	Legal Proceedings – NONE.
Item 1A.	Risk Factors.	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	32
Item 3.	Defaults upon Senior Securities – NONE.
Item 4.	Mine Safety Disclosures – NONE.
Item 5.	Other Information – NONE.	32
Item 6.	Exhibits.	33

UNIVERSAL FOREST PRODUCTS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

(in thousands, except share data)

	September 28,			December 29,			September 29,
	2013			2012			2012
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	5,151		$	7,647		$	4,355
Restricted cash		720			6,831			553
Accounts receivable, net		241,990			163,225			191,178
Inventories:
Raw materials		127,854			136,201			119,346
Finished goods		104,356			106,979			89,792
Total inventories		232,210			243,180			209,138
Refundable  income taxes		-			7,521			1,266
Deferred income taxes		9,203			9,212			9,694
Other current assets		20,280			15,557			16,204
TOTAL CURRENT ASSETS		509,554			453,173			432,388
DEFERRED INCOME TAXES		1,696			1,759			-
OTHER ASSETS		12,615			14,583			14,918
GOODWILL		160,146			159,316			157,966
INDEFINITE-LIVED INTANGIBLE ASSETS		2,340			2,340			2,340
OTHER INTANGIBLE ASSETS, NET		7,815			8,101			8,802
PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment		578,429			543,595			541,473
Less accumulated depreciation and amortization		(339,082	)		(322,327	)		(324,542	)
PROPERTY, PLANT AND EQUIPMENT, NET		239,347			221,268			216,931
TOTAL ASSETS	$	933,513		$	860,540		$	833,345
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	85,520		$	66,054		$	72,080
Accrued liabilities:
Compensation and benefits		45,651			34,728			39,743
Income taxes		6,269			-			-
Other		26,900			14,002			17,656
Current portion of long-term debt		-			-			40,000
TOTAL CURRENT LIABILITIES		164,340			114,784			169,479
LONG-TERM DEBT, less current portion		84,700			95,790			15,918
DEFERRED INCOME TAXES		24,861			24,930			19,889
OTHER LIABILITIES		16,211			17,511			16,342
TOTAL LIABILITIES		290,112			253,015			221,628
SHAREHOLDERS' EQUITY:
Controlling interest shareholders' equity:
Preferred stock, no par value; shares authorized 1,000,000; issued and outstanding, none
Common stock, no par value; shares authorized 40,000,000; issued and outstanding, 19,900,066, 19,799,606, and 19,790,414	$	19,900		$	19,800		$	19,790
Additional paid-in capital		153,932			149,805			148,581
Retained earnings		458,005			426,887			432,772
Accumulated other comprehensive income		3,901			4,258			4,554
Employee stock notes receivable		(732	)		(982	)		(1,013	)
Total controlling interest shareholders' equity		635,006			599,768			604,684
Noncontrolling interest		8,395			7,757			7,033
TOTAL SHAREHOLDERS' EQUITY		643,401			607,525			611,717
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	933,513		$	860,540		$	833,345

See notes to consolidated condensed financial statements.

3

UNIVERSAL FOREST PRODUCTS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS

AND COMPREHENSIVE INCOME

(Unaudited)

(in thousands, except per share data)

	Three Months Ended						Nine Months Ended
	September 28,			September 29,			September 28,			September 29,
	2013			2012			2013			2012
NET SALES	$	651,780		$	533,366		$	1,944,711		$	1,584,170
COST OF GOODS SOLD		573,491			478,139			1,729,027			1,403,202
GROSS PROFIT		78,289			55,227			215,684			180,968
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		53,020			45,186			154,348			140,070
ANTI-DUMPING DUTY ASSESSMENT		887			2,000			887			2,328
NET GAIN ON DISPOSITION OF ASSETS, EARLY RETIREMENT AND OTHER IMPAIRMENT AND EXIT CHARGES		(145	)		(269	)		(253	)		(7,052	)
EARNINGS FROM OPERATIONS		24,527			8,310			60,702			45,622
INTEREST EXPENSE		1,159			968			3,584			3,219
INTEREST INCOME		(159	)		(302	)		(463	)		(864	)
EQUITY IN EARNINGS OF INVESTEE		(18	)		(15	)		(152	)		(25	)
		982			651			2,969			2,330
EARNINGS BEFORE INCOME TAXES		23,545			7,659			57,733			43,292
INCOME TAXES		8,530			2,903			20,589			16,140
NET EARNINGS		15,015			4,756			37,144			27,152
LESS NET EARNINGS ATTRIBUTABLE TO NONCONTROLLING INTEREST		(924	)		(558	)		(2,057	)		(1,290	)
NET EARNINGS ATTRIBUTABLE TO CONTROLLING INTEREST	$	14,091		$	4,198		$	35,087		$	25,862
EARNINGS PER SHARE - BASIC	$	0.71		$	0.21		$	1.76		$	1.31
EARNINGS PER SHARE - DILUTED	$	0.71		$	0.21		$	1.76		$	1.31
COMPREHENSIVE INCOME		15,767			6,269			36,828			28,490
LESS COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST		(1,106	)		(956	)		(2,098	)		(1,674	)
COMPREHENSIVE INCOME ATTRIBUTABLE TO CONTROLLING INTERST	$	14,661		$	5,313		$	34,730		$	26,816

See notes to consolidated condensed financial statements.

4

UNIVERSAL FOREST PRODUCTS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)

(in thousands, except share and per share data)

	Controlling Interest Shareholders' Equity
	Common Stock			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income			Employees Stock Notes Receivable			Noncontrolling Interest			Total
Balance at December 31, 2011	$	19,624		$	143,988		$	410,848		$	3,600		$	(1,255	)	$	5,794		$	582,599
Net earnings								25,862									1,290			27,152
Foreign currency translation adjustment											954						384			1,338
Capital contribution from noncontrolling interest																	436			436
Distributions to noncontrolling interest																	(871	)		(871	)
Cash dividends - $0.200 per share								(3,946	)											(3,946	)
Issuance of 82,059 shares under employee stock plans		82			1,744															1,826
Issuance of 51,771 shares under stock grant programs		52			24			8												84
Issuance of 33,525 shares under deferred compensation plans		33			(33	)														-
Tax benefits from non-qualified stock options exercised					307															307
Expense associated with share-based compensation arrangements					993															993
Accrued expense under deferred compensation plans					1,582															1,582
Notes receivable written-off		(1	)		(24	)								25						-
Payments received on employee stock notes receivable														217						217
Balance at September 29, 2012	$	19,790		$	148,581		$	432,772		$	4,554		$	(1,013	)	$	7,033		$	611,717
Balance at December 29, 2012	$	19,800		$	149,805		$	426,887		$	4,258		$	(982	)	$	7,757		$	607,525
Net earnings								35,087									2,057			37,144
Foreign currency translation adjustment											(357	)					41			(316	)
Distributions to noncontrolling interest																	(1,460	)		(1,460	)
Cash dividends - $0.200 per share								(3,977	)											(3,977	)
Issuance of 31,341 shares under employee stock plans		31			808															839
Issuance of 30,650 shares under stock grant programs		31			10			8												49
Issuance of 41,019 shares under deferred compensation plans		41			(41	)														-
Tax benefits from non-qualified stock options exercised					109															109
Expense associated with share-based compensation arrangements					1,442															1,442
Accrued expense under deferred compensation plans					1,897															1,897
Notes receivable written off		(3	)		(98	)								105						4
Payments received on employee stock notes receivable														145						145
Balance at September 28, 2013	$	19,900		$	153,932		$	458,005		$	3,901		$	(732	)	$	8,395		$	643,401

See notes to consolidated condensed financial statements

5

UNIVERSAL FOREST PRODUCTS, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	Nine Months Ended
	September 28,			September 29,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	37,144		$	27,152
Adjustments to reconcile net earnings to net cash from operating activities:
Depreciation		22,333			22,154
Amortization of intangibles		1,880			2,218
Expense associated with share-based compensation arrangements		1,491			1,078
Excess tax benefits from share-based compensation arrangements		(8	)		(73	)
Loss reserve for notes receivable		-			767
Deferred income taxes		(83	)		(1,223	)
Equity in earnings of investee		(152	)		(25	)
Net gain on sale or impairment of property, plant and equipment		(195	)		(7,228	)
Changes in:
Accounts receivable		(79,849	)		(63,466	)
Inventories		11,261			(13,483	)
Accounts payable		19,336			22,285
Accrued liabilities and other		34,580			12,343
NET CASH FROM OPERATING ACTIVITIES		47,738			2,499
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(32,108	)		(22,187	)
Proceeds from sale of property, plant and equipment		1,261			15,092
Acquisitions, net of cash received		(9,296	)		(2,149	)
Purchase of patents		-			(95	)
Advances on notes receivable		(1,990	)		(1,157	)
Collections on notes receivable		1,441			915
Cash restricted as to use		6,111			(553	)
Other, net		28			(387	)
NET CASH USED IN INVESTING ACTIVITIES		(34,553	)		(10,521	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments) under revolving credit facilities		(11,090	)		6,217
Repayment of long-term debt		-			(2,773	)
Debt issuance costs		(15	)		(86	)
Proceeds from issuance of common stock		839			1,826
Distributions to noncontrolling interest		(1,460	)		(871	)
Capital contribution from noncontrolling interest		-			281
Dividends paid to sharesholders		(3,977	)		(3,946	)
Excess tax benefits from share-based compensation arrangements		8			73
Other, net		-			4
NET CASH FROM (USED IN) FINANCING ACTIVITIES		(15,695	)		725
Effect of exchange rate changes on cash		14			347
NET CHANGE IN CASH AND CASH EQUIVALENTS		(2,496	)		(6,950	)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		7,647			11,305
CASH, END OF PERIOD	$	5,151		$	4,355
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
Interest paid	$	2,850		$	2,498
Income taxes paid		6,780			15,797
NON-CASH INVESTING ACTIVITIES
Accounts receivable exchanged for notes receivable		1,635			-
Notes receivable exchanged for property		3,900			-
NON-CASH FINANCING ACTIVITIES:
Common stock issued under deferred compensation plans		1,647			1,161

See notes to consolidated condensed financial statements

6

UNIVERSAL FOREST PRODUCTS, INC.

NOTES TO UNAUDITED

CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

A. BASIS OF PRESENTATION AND ACCOUNTING POLICIES

The accompanying unaudited interim consolidated condensed financial statements (the "Financial Statements") include our accounts and those of our wholly-owned and majority-owned subsidiaries and partnerships, and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.  Accordingly, the Financial Statements do not include all of the information and footnotes normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States.  All intercompany transactions and balances have been eliminated.

In our opinion, the Financial Statements contain all material adjustments necessary to present fairly our consolidated financial position, results of operations and cash flows for the interim periods presented.  All such adjustments are of a normal recurring nature.  These Financial Statements should be read in conjunction with the annual consolidated financial statements, and footnotes thereto, included in our Annual Report to Shareholders on Form 10-K for the fiscal year ended December 29, 2012.

Certain prior year information has been reclassified to conform to the current year presentation.

In the second quarter of fiscal 2013, we changed our annual testing date for evaluating goodwill and indefinite-lived intangible asset impairment from the last day of the fiscal year to the first day of the Company’s fourth fiscal quarter for all reporting units and indefinite-lived intangible assets. This voluntary change in accounting method is preferable under the circumstances because it will allow us more time to complete the annual goodwill and indefinite-lived intangible asset impairment testing in advance of our year-end reporting.  This change does not delay, accelerate or avoid an impairment charge. The change is not applied retrospectively as it is impracticable to do so because retrospective application would require application of significant estimates and assumptions with the use of hindsight. Accordingly, the change will be applied prospectively.  There have been no other material changes in our policies or estimates since December 29, 2012.

In February 2013, the FASB issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASC Topic 220) (“ASU 2013-02”).  ASU 2013-02 amends prior presentation of comprehensive income guidance. ASU 2013-02 requires that we report, in one place, the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required to be reclassified in its entirety to net income. Our adoption of the provisions of ASU 2013-02 in the first quarter of 2013 did not affect our consolidated financial position, results of operations or cash flows.

7

UNIVERSAL FOREST PRODUCTS, INC.

B. FAIR VALUE

We apply the provisions of ASC 820, Fair Value Measurements and Disclosures, to assets and liabilities measured at fair value.  Assets measured at fair value are as follows:

	September 28, 2013		September 29, 2012
(in thousands)	Quoted Prices in Active Markets (Level 1)		Quoted Prices in Active Markets (Level 1)
Recurring:
Money market funds	$	62	$	84
Mutual funds:
Domestic stock funds		725		597
International stock funds		535		473
Target funds		159		141
Bond funds		135		116
Total mutual funds		1,554		1,327
	$	1,616	$	1,411

We maintain money market and mutual funds in our non-qualified deferred compensation plan.  These funds are valued at prices quoted in an active exchange market and are included in “Other Assets”.  We have elected not to apply the fair value option under ASC 825, Financial Instruments, to any of our financial instruments except for those expressly required by U.S. GAAP.

We did not maintain any Level 2 or 3 assets or liabilities at September 28, 2013 or September 29, 2012.  

C. REVENUE RECOGNITION

Earnings on construction contracts are reflected in operations using percentage-of-completion accounting, under either cost to cost or units of delivery methods, depending on the nature of the business at individual operations.  Under percentage-of-completion using the cost to cost method, revenues and related earnings on construction contracts are measured by the relationships of actual costs incurred related to the total estimated costs.  Under percentage-of-completion using the units of delivery method, revenues and related earnings on construction contracts are measured by the relationships of actual units produced related to the total number of units.  Revisions in earnings estimates on the construction contracts are recorded in the accounting period in which the basis for such revisions becomes known.  Projected losses on individual contracts are charged to operations in their entirety when such losses become apparent.

8

UNIVERSAL FOREST PRODUCTS, INC.

Our construction contracts are generally entered into with a fixed price and completion of the projects can range from 6 to 18 months in duration.  Therefore, our operating results are impacted by, among many other things, labor rates and commodity costs.  During the quarter, we updated our estimated costs to complete our projects using current labor and commodity costs and recognized losses to the extent that they exist.

The following table presents the balances of percentage-of-completion accounts which are included in “Other current assets” and “Accrued liabilities: Other”, respectively (in thousands):

	September 28, 2013		December 29, 2012		September 29, 2012
Cost and Earnings in Excess of Billings	$	9,640	$	4,981	$	5,971
Billings in Excess of Cost and Earnings		2,655		2,020		3,232

D. EARNINGS PER SHARE

The computation of earnings per share (“EPS”) is as follows (in thousands):

	Three Months Ended						Nine Months Ended
	September 28, 2013			September 29, 2012			September 28, 2013			September 29, 2012
Numerator:
Net earnings attributable to controlling interest	$	14,091		$	4,198		$	35,087		$	25,862
Adjustment for earnings allocated to non-vested restricted common stock		(134	)		(38	)		(338	)		(225	)
Net earnings for calculating EPS	$	13,957		$	4,160		$	34,749		$	25,637
Denominator:
Weighted average shares outstanding		19,965			19,827			19,916			19,783
Adjustment for non-vested restricted common stock		(190	)		(178	)		(192	)		(172	)
Shares for calculating basic EPS		19,775			19,649			19,724			19,611
Effect of dilutive stock options		25			25			39			19
Shares for calculating diluted EPS		19,800			19,674			19,763			19,630
Net earnings per share:
Basic	$	0.71		$	0.21		$	1.76		$	1.31
Diluted	$	0.71		$	0.21		$	1.76		$	1.31

No options were excluded from the computation of diluted EPS for the quarter ended September 28, 2013 or September 29, 2012.

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UNIVERSAL FOREST PRODUCTS, INC.

No options were excluded from the computation of diluted EPS for the nine months ended September 28, 2013.  Options to purchase 10,000 shares were not included in the computation of diluted EPS for the nine months ended September 29, 2012 because the options’ exercise price was greater than the average market price of the common stock during the period and, therefore would be antidilutive.

E. NET (GAIN) LOSS ON DISPOSITION OF ASSETS, EARLY RETIREMENT AND OTHER IMPAIRMENT AND EXIT CHARGES

We have long-lived assets that consist of certain vacant land and facilities we closed to better align manufacturing capacity with the current business environment.  The fair values were determined based on broker assessments of value, appraisals or recent offers to acquire assets.  These and other idle assets were evaluated based on the requirements of ASC 360, which resulted in impairment and other exit charges included in “Net loss (gain) on disposition of assets, early retirement and other impairment and exit charges” for the periods presented below. These amounts include the following, separated by reporting segment (in thousands):

	Three Months Ended September 28, 2013												Three Months Ended September 29, 2012
	Eastern and Western			Site-Built			All Other			Total			Eastern and Western			Site-Built			All Other			Total
Severances and early retirement	$	22		$	-		$	18		$	40		$	24		$	-		$	4		$	28
Plant and equipment		(43	)		-			(12	)		(55	)		(133	)		(53	)		(111	)		(297	)
Net gain on sale of real estate		-			(130	)		-			(130	)		-			-			-			-
Total	$	(21	)	$	(130	)	$	6		$	(145	)	$	(109	)	$	(53	)	$	(107	)	$	(269	)

	Nine Months Ended September 28, 2013												Nine Months Ended September 29, 2012
	Eastern and Western			Site-Built			All Other			Total			Eastern and Western			Site-Built			All Other		Total
Severances and early retirement	$	35		$	1		$	36		$	72		$	134		$	2		$	40	$	176
Plant and equipment		(199	)		29			(25	)		(195	)		(228	)		(150	)		60		(318	)
Net gain on sale of real estate		-			(130	)		-			(130	)		(6,910	)		-			-		(6,910	)
Total	$	(164	)	$	(100	)	$	11		$	(253	)	$	(7,004	)	$	(148	)	$	100	$	(7,052	)

In the second quarter of 2012, we sold certain real estate in Fontana, CA for approximately $12.5 million and recognized a pre-tax gain of a $7.2 million.

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UNIVERSAL FOREST PRODUCTS, INC.

F. COMMITMENTS, CONTINGENCIES, AND GUARANTEES

We are self-insured for environmental impairment liability, including certain liabilities which are insured through a wholly owned subsidiary, Ardellis Insurance Ltd., a licensed captive insurance company.

We own and operate a number of facilities throughout the United States that chemically treat lumber products.  In connection with the ownership and operation of these and other real properties, and the disposal or treatment of hazardous or toxic substances, we may, under various federal, state, and local environmental laws, ordinances, and regulations, be potentially liable for removal and remediation costs, as well as other potential costs, damages, and expenses.  Environmental reserves, have been established to cover remediation activities at our affiliates’ wood preservation facilities in Stockertown, PA; Elizabeth City, NC; Auburndale, FL; Janesville, WI; and Medley, FL. In addition, a reserve was established for our affiliate’s facility in Thornton, CA to remove certain lead containing materials which existed on the property at the time of purchase.  During 2009, a subsidiary entered into a consent order with the State of Florida to conduct additional testing at the Auburndale, FL facility. We admitted no liability and the costs are not expected to be material.

On a consolidated basis, we have reserved approximately $3.5 million on September 28, 2013 and $3.4 million on September 29, 2012, representing the estimated costs to complete future remediation efforts. These amounts have not been reduced by an insurance receivable.

In the third quarter of 2013, we accrued $0.9 million related to anti-dumping duty assessments estimated on plywood and steel nails imported from China.  We continue to work with US Customs and Border Protection to mitigate potential charges.

In the third quarter of 2012, we recorded a $2 million loss contingency for a Canadian anti-dumping duty.  The Canadian government imposed retroactive assessments for antidumping and countervailing duties to certain extruded aluminum products imported from China.  We continue to work with the government to clarify the applicability of these rules to our products.  This duty is unrelated to the 2013 duty assessment disclosed above.

We are currently undergoing an unclaimed property audit with the state of Michigan covering the period July 1, 1994 to present.  We anticipate that the audit will be completed during 2014.

In addition, on September 28, 2013, we were parties either as plaintiff or defendant to a number of lawsuits and claims arising through the normal course of our business.  In the opinion of management, our consolidated financial statements will not be materially affected by the outcome of these contingencies and claims.

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UNIVERSAL FOREST PRODUCTS, INC.

On September 28, 2013, we had outstanding purchase commitments on capital projects of approximately $12.3 million.

We provide a variety of warranties for products we manufacture. Historically, warranty claims have not been material.  We distribute products manufactured by other companies, some of which are no longer in business.  While we do not warrant these products, we have received claims as a distributor of these products when the manufacturer no longer exists or has the ability to pay.  Historically, these costs have not had a material affect on our consolidated financial statements.

In certain cases we supply building materials and labor to site-built construction projects or we jointly bid on contracts with framing companies for such projects. In some instances we are required to post payment and performance bonds to insure the owner that the products and installation services are completed in accordance with our contractual obligations.  We have agreed to indemnify the surety for claims made against the bonds.  As of September 28, 2013, we had approximately $32.2 million in outstanding payment and performance bonds, which expire during the next two years.  In addition, approximately $17.7 million in payment and performance bonds are outstanding for completed projects which are still under warranty.

On September 28, 2013, we had outstanding letters of credit totaling $26.5 million, primarily related to certain insurance contracts and industrial development revenue bonds described further below.

In lieu of cash deposits, we provide irrevocable letters of credit in favor of our insurers to guarantee our performance under certain insurance contracts.  We currently have irrevocable letters of credit outstanding totaling approximately $16.7 million for these types of insurance arrangements.  We have reserves recorded on our balance sheet, in accrued liabilities, that reflect our expected future liabilities under these insurance arrangements.

We are required to provide irrevocable letters of credit in favor of the bond trustees for all of the industrial development revenue bonds that we have issued.  These letters of credit guarantee principal and interest payments to the bondholders.  We currently have irrevocable letters of credit outstanding totaling approximately $9.8 million related to our outstanding industrial development revenue bonds.  These letters of credit have varying terms but may be renewed at the option of the issuing banks.

Certain wholly owned domestic subsidiaries have guaranteed the indebtedness of Universal Forest Products, Inc. in certain debt agreements, including the Series 2012 Senior Notes and our revolving credit facility.  The maximum exposure of these guarantees is limited to the indebtedness outstanding under these debt arrangements and this exposure will expire concurrent with the expiration of the debt agreements.

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UNIVERSAL FOREST PRODUCTS, INC.

Many of our wood treating operations utilize "Subpart W" drip pads, defined as hazardous waste management units by the EPA.  The rules regulating drip pads require that the pad be “closed” at the point that it is no longer intended to be used for wood treating operations or to manage hazardous waste.  Closure involves identification and disposal of contaminants which are required to be removed from the facility.  The cost of closure is dependent upon a number of factors including, but not limited to, identification and removal of contaminants, cleanup standards that vary from state to state, and the time period over which the cleanup would be completed.  Based on our present knowledge of existing circumstances, it is considered probable that these costs will approximate $0.6 million.  As a result, this amount is recorded in other long-term liabilities on September 28, 2013.

We did not enter into any new guarantee arrangements during the third quarter of 2013 which would require us to recognize a liability on our balance sheet.

G. BUSINESS COMBINATIONS

We completed the following acquisitions in fiscal 2013 and 2012 which were accounted for using the purchase method (in millions):

Company Name	Acquisition Date	Purchase Price	Intangible Assets		Net Tangible Assets		Operating Segment	Business Description
Premier Laminating Services, Inc. (“Premier Laminating”)	May 31, 2013	$0.7 (asset purchase)	$	0.2	$	0.5	Western Division	A business specialized in environmentally sustainable laminated wooden products. Facility is located in Perris, CA.
Millry Mill Company, Inc. (“Millry”)	February 28, 2013	$2.3 (asset purchase)	$	0.1	$	2.2	Eastern Division	A highly specialized export mill that produces rough dimension boards and lumber.  Facility is located in Millry, AL.
Custom Caseworks, Inc. (“Custom Caseworks”)	December 31, 2012	$6.3 (asset purchase)	$	2.0	$	4.3	Western Division	A high-precision business-to-business manufacturer of engineered wood products in many commercial markets. Facility is located in Sauk Rapids, MN. Custom Caseworks had annual sales of $7 million.
Nepa Pallet and Container Co., Inc. (“Nepa”)	November 5, 2012	$16.2 (asset purchase)	$	1.4	$	14.8	Western Division	Manufactures pallets, containers and bins for agricultural and industrial customers.  Facilities are located in Snohomish, Yakima and Wenatchee, WA. NEPA had trailing twelve month sales of $25 million.
MSR Forest Products, LLC (“MSR”)	May 16, 2012	$3.2 (asset purchase)	$	1.1	$	2.1	Distribution Division	Supplies roof trusses and cut-to-size lumber to manufactured housing customers.  Facilities are located in Haleyville, AL and Waycross, GA.  MSR had annual sales of $10 million.

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UNIVERSAL FOREST PRODUCTS, INC.

The intangible assets for each of the acquisitions were finalized and allocated to their respective identifiable intangible asset and goodwill accounts during 2013.  This resulted in a $1.4 million reclassification from goodwill to amortizable intangible asset accounts.

H. SEGMENT REPORTING

ASC 280, Segment Reporting (“ASC 280”), defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

Our operating segments consist of the Eastern, Western, Site-Built, Consumer Products and Distribution divisions.  In accordance with ASC 280, due to the similar economic characteristics, nature of products, distribution methods, and customers, we have aggregated our Eastern and Western operating segments into one reportable segment.  The Site-Built division is considered a separate reportable segment.  Our other divisions do not collectively form a reportable segment because their respective operations are dissimilar and they do not meet the applicable quantitative requirements.  These operations have been included in the “All Other” column of the table below.  The “Corporate” column includes unallocated administrative costs.

	Three Months Ended September 28, 2013
	Eastern and Western		Site-Built		All Other		Corporate		Total
Net sales to outside customers	$	523,364	$	70,579	$	57,837	$	-	$	651,780
Intersegment net sales		21,246		4,406		2,968		-		28,620
Segment operating profit		18,628		3,993		630		1,276		24,527

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UNIVERSAL FOREST PRODUCTS, INC.

	Three Months Ended September 29, 2012
	Eastern and Western		Site-Built		All Other			Corporate		Total
Net sales to outside customers	$	425,260	$	59,630	$	48,476		$	-	$	533,366
Intersegment net sales		13,455		5,040		3,009			-		21,504
Segment operating profit (loss)		6,149		394		(2,874	)		4,641		8,310

	Nine Months Ended September 28, 2013
	Eastern and Western		Site-Built		All Other		Corporate		Total
Net sales to outside customers	$	1,570,073	$	202,590	$	172,048	$	-	$	1,944,711
Intersegment net sales		69,179		13,168		9,913		-		92,260
Segment operating profit		54,412		2,163		1,543		2,584		60,702

	Nine Months Ended September 29, 2012
	Eastern and Western		Site-Built		All Other			Corporate		Total
Net sales to outside customers	$	1,268,162	$	160,561	$	155,447		$	-	$	1,584,170
Intersegment net sales		49,387		13,916		11,619			-		74,922
Segment operating profit (loss)		45,395		858		(4,150	)		3,519		45,622

I. INCOME TAXES

Effective tax rates differ from statutory federal income tax rates, primarily due to provisions for state and local income taxes and permanent tax differences.  Our effective tax rate was 36.2% in the third quarter of 2013 compared to 37.9% for same period of 2012. Our effective tax rate was 35.7% in the first nine months of 2013 compared to 37.3% for the same period of 2012.  The decrease in our effective tax rate is primarily due to 2012 and 2013 research and development and certain other tax credits that were enacted in the first quarter of 2013, retroactive to the beginning of 2012.

J. SUBSEQUENT EVENTS

On October 16, 2013, our Board approved a semi-annual dividend of $0.21 per share, payable on December 15, 2013 to shareholders of record on December 1, 2013.

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UNIVERSAL FOREST PRODUCTS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Universal Forest Products, Inc. is a holding company that provides capital, management and administrative resources to subsidiaries that design, manufacture and market wood and wood-alternative products for building materials retailers and wholesalers, structural lumber and other products for the manufactured housing and residential construction markets, and specialty wood packaging and components and packing materials for various industries. It has subsidiaries that provide framing services for the residential construction market in some parts of the country; that manufacture and market products used for concrete construction; and that offer lawn and garden products, such as trellises and arches, to retailers nationwide. Its consumer products operations offer a large portfolio of outdoor living products, including wood composite decking, decorative balusters, post caps and plastic lattice. Founded in 1955, Universal Forest Products is headquartered in Grand Rapids, Mich. Its subsidiaries operate facilities throughout North America. For more about Universal, go to www.ufpi.com.

This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act, as amended, that are based on management’s beliefs, assumptions, current expectations, estimates and projections about the markets we serve, the economy and the Company itself. Words like “anticipates,” “believes,” “confident,” “estimates,” “expects,” “forecasts,” “likely,” “plans,” “projects,” “should,” variations of such words, and similar expressions identify such forward-looking statements. These statements do not guarantee future performance and involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. The Company does not undertake to update forward-looking statements to reflect facts, circumstances, events, or assumptions that occur after the date the forward-looking statements are made. Actual results could differ materially from those included in such forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainty. Among the factors that could cause actual results to differ materially from forward-looking statements are the following: fluctuations in the price of lumber; adverse or unusual weather conditions; adverse economic conditions in the markets we serve; government regulations, particularly involving environmental and safety regulations; and our ability to make successful business acquisitions. Certain of these risk factors as well as other risk factors and additional information are included in the Company's reports on Form 10-K and 10-Q on file with the Securities and Exchange Commission. We are pleased to presentthis overview of the first three quarters of 2013.

OVERVIEW

Our results for the third quarter of 2013 were impacted by the following:

Our sales increased 22% due to a 9% increase in prices due to the lumber market and a 13% increase in unit sales.  See “Historical Lumber Prices”.  Our unit sales increased in all five market classifications, with our strongest growth occurring in our construction and home building markets - commercial construction and concrete forming, residential construction, and manufactured housing. Our unit sales to the retail building materials market reported an increase of approximately 12% as we continue to gain market share with retail customers during 2013 and our industrial market increased by 12%, in part, due to recent acquisitions.

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Ÿ National housing starts increased approximately 15% in the period of June 2013 through August  2013 (our sales trail housing starts by about a month), compared to the same period of 2012, while our unit sales increased 12% in the residential construction market.  Since the downturn in housing began, suppliers servicing this market have been challenged with significant excess capacity.  Consequently, pricing pressure has been intense resulting in several years of operating losses for many industry participants.  We have maintained our focus on profitability and cash flow by being selective in the business we take.  Consequently, our sales may trail the market from time to time.

Ÿ Production of HUD code manufactured homes was up 9% during the third quarter of 2013, compared to the same period of 2012, which helped drive our 9% increase in unit sales to this market. We also believe modular market activity has improved.  We believe we’ve maintained our share of the manufactured housing market in the core manufactured product lines we offer.

Ÿ In the third quarter of 2013, we accrued $0.9 million related to anti-dumping duty assessments estimated on plywood and steel nails imported from China.  In the third quarter of 2012, we recorded a $2.0 million loss contingency for a Canadian anti-dumping duty. The Canadian government has imposed retroactive assessments for antidumping and countervailing duties tied to certain extruded aluminum products imported from China.  We continue to work with the applicable government agencies to clarify the applicability of these rules to our products.

Ÿ Our profitability has improved primarily due to a combination of higher unit sales and operating leverage we have in the cost structure of our business.

Ÿ Higher unit sales and lumber prices have resulted in a substantial year over year increase in our working capital and debt levels.

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HISTORICAL LUMBER PRICES

We experience significant fluctuations in the cost of commodity lumber products from primary producers ("Lumber Market"). The following table presents the Random Lengths framing lumber composite price:

	Random Lengths Composite
	Average $/MBF
	2013			2012
January	$	393		$	281
February		409			286
March		436			300
April		429			308
May		367			342
June		329			330
July		343			323
August		353			340
September		368			332
Third quarter average	$	355		$	332
Year-to-date average		381			316
Third quarter percentage change		6.9	%
Year-to-date percentage change		20.6	%

In addition, a Southern Yellow Pine ("SYP") composite price, which we prepare and use, is presented below.  Sales of products produced using this species, which primarily consists of our preservative-treated products, may comprise up to 50% of our sales volume.

	Random Lengths SYP
	Average $/MBF
	2013			2012
January	$	397		$	269
February		426			278
March		445			300
April		436			314
May		383			341
June		355			314
July		366			300
August		364			315
September		360			319
Third quarter average	$	363		$	311
Year-to-date average	$	392		$	306
Third quarter percentage change		16.7	%
Year-to-date percentage change		28.1	%

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UNIVERSAL FOREST PRODUCTS, INC.

IMPACT OF THE LUMBER MARKET ON OUR OPERATING RESULTS

We experience significant fluctuations in the cost of commodity lumber products from primary producers ("Lumber Market").  We generally price our products to pass lumber costs through to our customers so that our profitability is based on the value-added manufacturing, distribution, engineering, and other services we provide.  As a result, our sales levels (and working capital requirements) are impacted by the lumber costs of our products.  Lumber costs are a significant percentage of our cost of goods sold.

Our gross margins are impacted by (1) the relative level of the Lumber Market (i.e. whether prices are higher or lower from comparative periods), and (2) the trend in the market price of lumber (i.e. whether the price of lumber is increasing or decreasing within a period or from period to period). Moreover, as explained below, our products are priced differently.  Some of our products have fixed selling prices, while the selling prices of other products are indexed to the reported Lumber Market with a fixed dollar adder to cover conversion costs and profits.  Consequently, the level and trend of the Lumber Market impact our products differently.

Below is a general description of the primary ways in which our products are priced.

Ÿ Products with fixed selling prices.  These products include value-added products such as decking and fencing sold to retail building materials customers, as well as trusses, wall panels and other components sold to the residential construction market, and most industrial packaging products.  Prices for these products are generally fixed at the time of the sales quotation for a specified period of time or are based upon a specific quantity.  In order to maintain margins and reduce any exposure to adverse trends in the price of component lumber products, we attempt to lock in costs with our suppliers for these sales commitments.  Also, the time period and quantity limitations generally allow us to re-price our products for changes in lumber costs from our suppliers.

Ÿ Products with selling prices indexed to the reported Lumber Market with a fixed dollar "adder" to cover conversion costs and profits.  These products primarily include treated lumber, remanufactured lumber, and trusses sold to the manufactured housing industry.  For these products, we estimate the customers' needs and we carry anticipated levels of inventory.  Because lumber costs are incurred in advance of final sale prices, subsequent increases or decreases in the market price of lumber impact our gross margins.  For these products, our margins are exposed to changes in the trend of lumber prices.  As a result of the decline in the housing market and our sales to residential and commercial builders, a greater percentage of our sales fall into this general pricing category.  Consequently, we believe our profitability may be impacted to a much greater extent to changes in the trend of lumber prices.

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UNIVERSAL FOREST PRODUCTS, INC.

Changes in the trend of lumber prices have their greatest impact on the following products:

Ÿ Products with significant inventory levels with low turnover rates, whose selling prices are indexed to the Lumber Market.  In other words, the longer the period of time these products remain in inventory, the greater the exposure to changes in the price of lumber. This would include treated lumber, which comprises approximately 20% of our total sales.  This exposure is less significant with remanufactured lumber, trusses sold to the manufactured housing market, and other similar products, due to the higher rate of inventory turnover.  We attempt to mitigate the risk associated with treated lumber through vendor consignment inventory programs.  (Please refer to the “Risk Factors” section of our annual report on form 10-K, filed with the United States Securities and Exchange Commission.)

Ÿ Products with fixed selling prices sold under long-term supply arrangements, particularly those involving multi-family and commercial construction projects.  We attempt to mitigate this risk through our purchasing practices by locking in costs.

In addition to the impact of the Lumber Market trends on gross margins, changes in the level of the market cause fluctuations in gross margins when comparing operating results from period to period. This is explained in the following example, which assumes the price of lumber has increased from period one to period two, with no changes in the trend within each period.

	Period 1			Period 2
Lumber cost	$	300		$	400
Conversion cost		50			50
= Product cost		350			450
Adder		50			50
= Sell price	$	400		$	500
Gross margin		12.5	%		10.0	%

As is apparent from the preceding example, the level of lumber prices does not impact our overall profits, but does impact our margins.  Gross margins are negatively impacted during periods of high lumber prices; conversely, we experience margin improvement when lumber prices are relatively low.

BUSINESS COMBINATIONS

See Notes to Unaudited Consolidated Condensed Financial Statements, Note G, “Business Combinations.”

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RESULTS OF OPERATIONS

The following table presents, for the periods indicated, the components of our Consolidated Condensed Statements of Earnings as a percentage of net sales.

	Three Months Ended						Nine months Ended
	September 28, 2013			September 29, 2012			September 28, 2013			September 29, 2012
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of goods sold		88.0			89.6			88.9			88.6
Gross profit		12.0			10.4			11.1			11.4
Selling, general, and administrative expenses		8.1			8.5			7.9			8.8
Anti-dumping duty assessment		0.1			0.4			0.1			0.2
Net gain on disposition of assets,early retirement, and other impairment and exit charges		-			-			-			(0.5	)
Earnings from operations		3.8			1.6			3.1			2.9
Other expense, net		0.1			0.1			0.1			0.2
Earnings before income taxes		3.6			1.4			3.0			2.7
Income taxes		1.3			0.5			1.1			1.0
Net earnings		2.3			0.9			1.9			1.7
Less net earnings attributable to noncontrolling interest		(0.1	)		(0.1	)		(0.1	)		(0.1	)
Net earnings attributable to controlling interest		2.2	%		0.8	%		1.8	%		1.6	%

Note: Actual percentages are calculated and may not sum to total due to rounding.

GROSS SALES

We design, manufacture and market wood and wood-alternative products for national home centers and other retailers, structural lumber and other products for the manufactured housing industry, engineered wood components for residential and commercial construction, and specialty wood packaging, components and packing materials for various industries.  Our strategic long-term sales objectives include:

Ÿ Diversifying our end market sales mix by increasing sales of specialty wood packaging to industrial users, increasing our penetration of the concrete forming market, increasing our sales of engineered wood components for custom home, multi-family, military and light commercial construction, and increasing our market share with independent retailers.

Ÿ Expanding geographically in our core businesses, domestically and internationally.

Ÿ Increasing sales of “value-added” products, which primarily consist of fencing, decking, lattice, and other specialty products sold to the retail building materials market, specialty wood packaging, engineered wood components, and “wood alternative” products. Engineered wood components include roof trusses, wall panels, and floor systems.  Wood alternative products consist primarily of composite wood and plastics. Although we consider the treatment of dimensional lumber with certain chemical preservatives a value-added process, treated lumber is not presently included in the value-added sales totals.

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Ÿ Developing new products and expanding our product offering for existing customers.

Ÿ Maximizing unit sales growth while achieving return on investment goals.

Value-Added and Commodity-Based Sales:

The following table presents, for the periods indicated, our percentage of value-added and commodity-based sales to total sales.  Value-added products generally carry higher gross margins than our commodity-based products.

	Three Months Ended						Nine Months Ended
	September 28, 2013			September 29, 2012			September 28, 2013			September 29, 2012
Value-Added		59.1	%		58.4	%		58.1	%		58.9	%
Commodity-Based		40.9	%		41.6	%		41.9	%		41.1	%

The processes used to produce preservative treated lumber and its applications in the marketplace would suggest that it is a “value-added” product, but we have classified this product category as “commodity-based” as a result of its lower margin.

The following table presents, for the periods indicated, our gross sales and percentage change in gross sales by market classification.

(in thousands)	Three Months Ended								Nine Months Ended
Market Classification	September 28, 2013			September 29, 2012			% Change		September 28, 2013			September 29, 2012			% Change
Retail Building Materials	$	247,002		$	203,126			21.6	$	767,810		$	678,408			13.2
Industrial		187,253			155,048			20.8		541,079			449,017			20.5
Residential Construction		89,692			69,378			29.3		258,328			181,148			42.6
Commercial Construction and Concrete Forming		36,737			24,217			51.7		104,627			67,954			54.0
Manufactured Housing		99,976			89,026			12.3		299,338			232,729			28.6
Housing and Construction		226,405			182,621			24.0		662,293			481,831			37.5
Total Gross Sales		660,660			540,795			22.2		1,971,182			1,609,256			22.5
Sales Allowances		(8,880	)		(7,429	)				(26,471	)		(25,086	)
Total Net Sales	$	651,780		$	533,366			22.2	$	1,944,711		$	1,584,170			22.8

Gross sales in the third quarter of 2013 increased 22% compared to the same period of 2012, due to a 9% increase in overall prices primarily resulting from the higher level of the Lumber Market, which impacts our selling prices to customers in each of our markets, and a 13% increase in overall unit sales.

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UNIVERSAL FOREST PRODUCTS, INC.

Gross sales in the first nine months of 2013 increased 22% compared to the same period of 2012, due to higher lumber prices and an 8% increase in unit sales.

Changes in our gross sales by market are discussed below.

Retail Building Materials:

Gross sales to the retail building materials market increased 22% in the third quarter of 2013 compared to the same period of 2012, due to a 10% increase in selling prices and a 12% increase in our overall unit sales.  Within this market, sales to our big box customers increased 28% while our sales to other retailers increased 15%.  Our increase in unit sales is due to a combination of an increase in market share and improved consumer spending as evidenced by higher same store sales growth reported by our big box customers.

Gross sales to the retail building materials market increased 13% in the first nine months of 2013 compared to the same period of 2012.  Within this market, sales to our big box customers increased 12% while our sales to other retailers increased 14%.  Our unit sales increased 1% for the first nine months of 2013.  Sequentially, our sales growth has improved since May of 2013 as weather in many regions of the country improved.

Industrial:

Gross sales to the industrial market increased 21% in the third quarter of 2013 compared to the same period of 2013, resulting from a 9% increase in selling prices and a 12% increase in unit sales.  We acquired two new operations which contributed to our growth in unit sales.

Gross sales to the industrial market increased 21% in the first nine months of 2013 compared to the same period of 2012, primarily due to the same factors discussed above.  Our unit sales increased 8% in the first nine months of 2013.

Residential Construction:

Gross sales to the residential construction market increased 29% in the third quarter of 2013 compared to the same period of 2012 due to an increase in lumber prices and a 12% increase in our unit sales.   By comparison, national housing starts increased approximately 15% in the period of June 2013 through August 2013 (our sales typically trail housing starts by about a month), compared to the same period of 2012.  Our sales growth may trail the market from time to time due to our focus on profitability and cash flow as this market is still challenged with excess capacity resulting in pricing pressure from customers.

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UNIVERSAL FOREST PRODUCTS, INC.

Gross sales to the residential construction market increased 43% in the first nine months of 2013 compared to the same period of 2012, primarily due to the same factors discussed above.  Our unit sales increased 20% for the first nine months of 2013.  By comparison, national housing starts increased approximately 23% in the first nine months of 2013.

Commercial Construction and Concrete Forming:

Gross sales to the commercial construction and concrete forming market increased 52% in the third quarter of 2013 compared to the same period of 2012 due to a 42% increase in unit sales and a 10% increase in selling prices.  Within this market, sales to commercial builders increased 71%, primarily due to new product sales in our Gulf region, and sales of products used to make concrete forms increased 40%.

Gross sales to the commercial construction and concrete forming market increased 54% in the first nine months of 2013 compared to the same period of 2012 due to a 40% increase in unit sales and a 14% increase in selling prices.  Within this market, sales to commercial builders increased 90%, and sales of products used to make concrete forms increased 33% due to our continued focus on growing our share of this market.

Industrial:

Gross sales to the industrial market increased 21% in the third quarter of 2013 compared to the same period of 2013, resulting from a 9% increase in selling prices and a 12% increase in unit sales.  We acquired two new operations which contributed to our growth in unit sales.

Gross sales to the industrial market increased 21% in the first nine months of 2013 compared to the same period of 2012, primarily due to the same factors discussed above.  Our unit sales increased 8% in the first nine months of 2013.

Manufactured Housing:

Gross sales to the manufactured housing market increased 12% in the third quarter of 2013 compared to 2012, primarily due to an increase in unit sales and a slight increase in selling prices due to the lumber market.  Production of HUD-code homes in the third quarter of 2013 increased 9% compared to 2012, and we believe modular market activity also increased.

Gross sales to the manufactured housing market increased 29% in the first nine months of 2013 compared to 2012, primarily due to the same factors discussed above.  Our selling price increased 18% and our unit sales increased 11% for the first nine months of 2013.  By comparison, year to date production of HUD-code homes increased 6%.

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UNIVERSAL FOREST PRODUCTS, INC.

COST OF GOODS SOLD AND GROSS PROFIT

Our gross profit percentage increased to 12.0% from 10.4% comparing the third quarter of 2013 to the same period of 2012.  In addition, our gross profit dollars increased by 41.8%, exceeding our 13% increase in unit sales.

The improvement in our gross profit per unit and profitability this quarter resulted from our increase in unit sales combined with the operating leverage we have on our labor, overhead and outbound freight costs, as well as a decrease in our material costs as a percentage of sales to our residential construction and industrial customers as a result of the recent trend in lumber prices.  Products sold to these customers are generally sold on a fixed price held open for a specified period of time.

Our gross profit percentage decreased to 11.1% from 11.4% comparing the first nine months of 2013 to the same period of 2012 due to the higher level of lumber prices.  See Historical Lumber Prices.  Our gross profit dollars increased by 19.2%, which compares favorably to our 8% increase in unit sales. This improvement is primarily due to the combination of higher unit sales and operating leverage we have in the cost structure of our plants.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative ("SG&A") expenses increased by approximately $7.8 million, or 17.3%, in the third quarter of 2013 compared to the same period of 2012, while we reported a 13% increase in unit sales.  The increase in SG&A was primarily due to increases in wages and certain incentive compensation tied to profitability and returns.

Selling, general and administrative ("SG&A") expenses increased by approximately $14.3 million, or 10.2%, in the first nine months of 2013 compared to the same period of 2012, while we reported an 8% increase in unit sales.  SG&A expenses were impacted in the first nine months of 2013 by the same factors discussed above.

ANTI-DUMPING DUTY ASSESSMENTS

In the third quarter of 2013, we recorded $0.9 million related to estimated anti-dumping duty charges from the U.S Customs and Border Protection on certain products we imported from China.  We continue to work with the government to mitigate potential charges.

In the third quarter of 2012, we recorded a $2.0 million loss contingency for a Canadian anti-dumping duty which represents the maximum amount of our exposure.  The Canadian government imposed retroactive assessments for antidumping and countervailing duties tied to certain extruded aluminum products imported from China. We continue to work with the government to clarify the applicability of these rules to our products.

25

UNIVERSAL FOREST PRODUCTS, INC.

NET (GAIN) LOSS ON DISPOSITION OF ASSETS, EARLY RETIREMENT AND OTHER IMPAIRMENT AND EXIT CHARGES

In the first nine months of 2013, we had net gains on the sale of property, plant and equipment totaling approximately $0.3 million.

In the first nine months of 2012, we incurred approximately $0.2 million of severance costs which were offset by net gains on the sale or disposal of property, plant and equipment totaling approximately $7.2 million.

We regularly review the performance of each our operations and make decisions to permanently or temporarily close operations based on a variety of factors including:

· Current and projected earnings, cash flow and return on investment

· Current and projected market demand

· Market share

· Competitive factors

· Future growth opportunities

· Personnel and management

INTEREST, NET

Net interest costs were higher in the third quarter and first nine months of 2013 compared to the same period of 2012, due to higher debt levels in 2013 resulting from the impact of higher lumber prices and greater sales volumes on working capital.

INCOME TAXES

Effective tax rates differ from statutory federal income tax rates, primarily due to provisions for state and local income taxes and permanent tax differences.  Our effective tax rate was 36.2% in the third quarter of 2013 compared to 37.9% for same period of 2012. Our effective tax rate was 35.7% in the first nine months of 2013 compared to 37.3% for the same period of 2012. The decrease in our year to date effective tax rate is primarily due to research and development and certain other tax credits related to 2012, which Congress approved in 2013, and a decrease in our state income tax rate as our pre-tax profits have improved.  

26

UNIVERSAL FOREST PRODUCTS, INC.

SEGMENT REPORTING

The following table presents, for the periods indicated, our net sales and operating profit by reportable segment.

			Net Sales									Segment Operating Profit
(in thousands)			Three Months Ended									Three Months Ended
	September 28, 2013		September 29, 2012		$ Change		% Change			September 28, 2013		September 29, 2012			$ Change			% Change
Eastern and Western	$	523,364	$	425,260	$	98,104		23.1	%	$	18,628	$	6,149		$	12,479			202.9	%
Site-Built		70,579		59,630		10,949		18.4			3,993		394			3,599			913.5
All Other		57,837		48,476		9,361		19.3			630		(2,874	)		3,504			121.9
Corporate1		-		-		-		-			1,276		4,641			(3,365	)		(72.5	)
Total	$	651,780	$	533,366	$	118,414		22.2	%	$	24,527	$	8,310		$	16,217			195.2	%

			Net Sales									Segment Operating Profit
(in thousands)			Nine Months Ended									Nine Months Ended
	September 28, 2013		September 29, 2012		$ Change		% Change			September 28, 2013		September 29, 2012			$ Change			% Change
Eastern and Western	$	1,570,073	$	1,268,162	$	301,911		23.8	%	$	54,412	$	45,395		$	9,017			19.9	%
Site-Built		202,590		160,561		42,029		26.2			2,163		858			1,305			152.1
All Other		172,048		155,447		16,601		10.7			1,543		(4,150	)		5,693			137.2
Corporate1		-		-		-		-			2,584		3,519			(935	)		(26.6	)
Total	$	1,944,711	$	1,584,170	$	360,541		22.8	%	$	60,702	$	45,622		$	15,080			33.1	%

¹Corporate primarily represents over (under) allocated administrative costs.

Eastern and Western

Net sales to the Eastern and Western reportable segment increased in the third quarter of 2013 compared to 2012 and in the first nine months of 2013 compared to 2012, due to increased lumber prices and:

· An increase in commercial construction and concrete forming sales primarily due to new products introduced in our Gulf region and other market share gains.

· An increase in manufactured housing sales due to an increase in industry production of HUD code homes.

· Recently acquired businesses that serve the industrial market.

· An increase in sales to retail customers since May as weather and consumer spending improved and due to market share gains.

Operating profit for the Eastern and Western reportable segment increased in the third quarter and in the first nine months of 2013 primarily due to greater unit sales and operating leverage on labor and overhead costs.  In addition, operating profits were impacted in 2012 by a $6.9 million net gain on the sale of real estate.

Site-Built

Net sales to the Site-Built reportable segment increased in the third quarter and in the first nine months of 2013 compared to the same periods of 2012, primarily due to increased lumber prices and an increase in housing starts.

27

UNIVERSAL FOREST PRODUCTS, INC.

Operating profit for the Site-Built reportable segment increased in the third quarter of 2013 and first nine months of 2013, primarily due to an increase in unit sales and operating leverage on labor and overhead costs.  The year to date profits of our turn-key framing operations were adversely impacted by an unexpected rise in labor costs early in the year on certain projects, which offset some of the favorable impact of higher unit sales discussed above.

All Other

Net sales to all other segments increased in the third quarter and first nine months of 2013 compared to 2012 primarily due:

· An increase in sales to the manufactured housing market by our UFP Distribution operations, primarily due to an increase in industry production of HUD code homes and market share gains from adding new product lines.

· An increase in sales to the industrial market by our Pinelli Universal partnership, which manufactures moulding and millwork products out of its plant in Durango, Durango Mexico.

· An increase in sales by our Universal Consumer Products operations.

Operating profit for all other segments increased in the third quarter and first nine months of 2013 compared to 2012, primarily due to improved profitability of our Universal Consumer Products operations resulting from operational improvements and our Pinelli Universal partnership due to the higher level of lumber prices.  These factors were partially offset by additional development costs associated with our new Eovations product line.

OFF-BALANCE SHEET TRANSACTIONS

We have no significant off-balance sheet transactions other than operating leases.

LIQUIDITY AND CAPITAL RESOURCES

The table below presents, for the periods indicated, a summary of our cash flow statement (in thousands):

	Nine Months Ended
	September 28, 2013			September 29, 2012
Cash from operating activities	$	47,738			2,499
Cash used in investing activities		(34,553	)		(10,521	)
Cash from (used in) financing activities		(15,695	)		725
Effect of exchange rate changes on cash		14			347
Net change in cash and cash equivalents		(2,496	)		(6,950	)
Cash and cash equivalents, beginning of period		7,647		$	11,305
Cash, end of period	$	5,151		$	4,355

28

UNIVERSAL FOREST PRODUCTS, INC.

In general, we financed our growth in the past through a combination of operating cash flows, our revolving credit facility, industrial development bonds (when circumstances permit), and issuance of long-term notes payable at times when interest rates are favorable.  We have not issued equity to finance growth except in the case of a large acquisition.  We manage our capital structure by attempting to maintain a targeted ratio of debt to equity and debt to earnings before interest, taxes, depreciation and amortization.  We believe this is one of many important factors to maintaining a strong credit profile, which in turn helps ensure timely access to capital when needed.  We are currently below our internal targets and plan to manage our capital structure conservatively in light of current economic conditions.

Seasonality has a significant impact on our working capital from March to August which historically results in negative or modest cash flows from operations in our first and second quarters. Conversely, we experience a substantial decrease in working capital from September to February which typically results in significant cash flow from operations in our third and fourth quarters.  For comparative purposes, we have included the September 29, 2012 balances in the accompanying unaudited consolidated condensed balance sheets.

Due to the seasonality of our business and the effects of the Lumber Market, we believe our cash cycle (days of sales outstanding plus days supply of inventory less days payables outstanding) is a good indicator of our working capital management.  Our cash cycle increased to 47 days in the first nine months of 2013 from 46 days in the first nine months of 2012, due to a 1 day decrease in our days payable outstanding.

Cash provided by operating activities was $47.7 million in the first nine months of 2013, which was comprised of net earnings of $37.1 million and $25.3 million of non-cash expenses, offset by a $14.7 million increase in working capital since the end of 2012.  Working capital at the end of September 2013 is higher than the end of September 2012 primarily due to the impact of higher lumber prices and sales levels.

Capital expenditures were $32.1 million in the first nine months of 2013.  We currently plan to spend up to $40 million in 2013, which includes outstanding purchase commitments on existing capital projects totaling approximately $12.3 million on September 28, 2013, primarily for expansion to support new product offerings and sales growth into new geographic markets.  We intend to fund capital expenditures and purchase commitments through our operating cash flows for the balance of the year.

Cash flows used in investing activities also included $9.3 million spent to acquire assets of Custom Caseworks, Inc., Millry Mill Company, Inc., and Premier Laminating Services, Inc.  See Notes to Unaudited Consolidated Condensed Financial Statements, Note G “Business Combinations”.  Cash held in escrow and classified as restricted cash at December 29, 2012 of $6.3 million was used to fund the Custom Caseworks, Inc. asset acquisition.  Additionally, in the second quarter of 2012, we sold real estate including a plant we previously closed in Fontana, CA and recorded a pre-tax gain of approximately $7.2 million with proceeds on the sale totaling approximately $12.5 million.

29

UNIVERSAL FOREST PRODUCTS, INC.

Operating and investing activities were supported through borrowings on our revolving credit facility.  On September 28, 2013, we had no outstanding balance on our $265 million revolving credit facility compared to $6.2 million outstanding at September 29, 2012.  The revolving credit facility also supports letters of credit totaling approximately $9.8 million on September 28, 2013.  Financial covenants on the unsecured revolving credit facility and unsecured notes include minimum interest tests and a maximum leverage ratio. The agreements also restrict the amount of additional indebtedness we may incur and the amount of assets which may be sold.  We were in compliance with all our covenant requirements on September 28, 2013.

ENVIRONMENTAL CONSIDERATIONS AND REGULATIONS

See Notes to Unaudited Consolidated Condensed Financial Statements, Note F, "Commitments, Contingencies, and Guarantees."

CRITICAL ACCOUNTING POLICIES

In preparing our consolidated financial statements, we follow accounting principles generally accepted in the United States.  These principles require us to make certain estimates and apply judgments that affect our financial position and results of operations. We continually review our accounting policies and financial information disclosures.

In the second quarter of fiscal 2013, we changed our annual testing date for evaluating goodwill and indefinite-lived intangible asset impairment from the last day of the fiscal year to the first day of the Company’s fourth fiscal quarter for all reporting units and indefinite-lived intangible assets. This voluntary change in accounting method is preferable under the circumstances because it will allow us more time to complete the annual goodwill and indefinite-lived intangible asset impairment testing in advance of our year-end reporting.  This change does not delay, accelerate or avoid an impairment charge. The change is not applied retrospectively as it is impracticable to do so because retrospective application would require application of significant estimates and assumptions with the use of hindsight. Accordingly, the change will be applied prospectively.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

We are exposed to market risks related to fluctuations in interest rates on our variable rate debt, which consists of a revolving credit facility and industrial development revenue bonds.  We do not currently use interest rate swaps, futures contracts or options on futures, or other types of derivative financial instruments to mitigate this risk.

30

UNIVERSAL FOREST PRODUCTS, INC.

For fixed rate debt, changes in interest rates generally affect the fair market value, but not earnings or cash flows.  Conversely, for variable rate debt, changes in interest rates generally do not influence fair market value, but do affect future earnings and cash flows.  We do not have an obligation to prepay fixed rate debt prior to maturity, and as a result, interest rate risk and changes in fair market value should not have a significant impact on such debt until we would be required to refinance it.

We are subject to fluctuations in the price of lumber.  We experience significant fluctuations in the cost of commodity lumber products from primary producers (the "Lumber Market").  A variety of factors over which we have no control, including government regulations, transportation, environmental regulations, weather conditions, economic conditions, and natural disasters, impact the cost of lumber products and our selling prices.  While we attempt to minimize our risk from severe price fluctuations, substantial, prolonged trends in lumber prices can affect our sales volume, our gross margins, and our profitability.  We anticipate that these fluctuations will continue in the future.  (See “Impact of the Lumber Market on Our Operating Results.”)

Item 4.  Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.  With the participation of management, our chief executive officer and chief financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a – 15e and 15d – 15e) as of the quarter ended September 28, 2013 (the “Evaluation Date”), have concluded that, as of such date, our disclosure controls and procedures were effective.

(b) Changes in Internal Controls.  During the quarter ended September 28, 2013, there were no changes in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

31

UNIVERSAL FOREST PRODUCTS, INC.

PART II.  OTHER INFORMATION

Item 1A.  Risk Factors.

CCA Treated Lumber Products.  In connection with the chemical treatment of lumber products, certain of our affiliates market a modest amount of CCA (Chromated Copper Arsenate) treated products for permitted, non-residential applications.  From time to time, various special interests and environmental groups have petitioned certain states requesting restrictions on the use or disposal of CCA treated products.   The wood preservation industry trade groups have been and are working with individual states and the regulatory agencies to provide an accurate, factual background that demonstrates that the present method of uses and disposal is scientifically supported.  While the level of activity in this area has diminished over time, our inability to market CCA treated products could impact our operations adversely.

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

(a) None.

(b) None.

(c) Issuer purchases of equity securities.

Fiscal Month	(a)	(b)	(c)	(d)
June 30 – August 3, 2013(1)					2,988,229
August 4 – August 31, 2013					2,988,229
September 1 – September 28, 2013					2,988,229

(a)Total number of shares purchased.

(b) Average price paid per share.

(c) Total number of shares purchased as part of publicly announced plans or programs.

(d) Maximum number of shares that may yet be purchased under the plans or programs.

⁽¹⁾ On November 14, 2001, the Board of Directors approved a share repurchase program (which succeeded a previous program) allowing us to repurchase up to 2.5 million shares of our common stock.  On October 14, 2011, our Board authorized an additional 2 million shares to be repurchased under our share repurchase program.  The total number of shares that may be repurchased under the program is approximately 3 million shares.

Item 5.  Other Information.

None.

32

UNIVERSAL FOREST PRODUCTS, INC.

PART II.  OTHER INFORMATION

Item 6.  Exhibits.

The following exhibits (listed by number corresponding to the Exhibit Table as Item 601 in Regulation S-K) are filed with this report:

31 Certifications.

(a) Certificate of the Chief Executive Officer of Universal Forest Products, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

(b) Certificate of the Chief Financial Officer of Universal Forest Products, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

32 Certifications.

(a) Certificate of the Chief Executive Officer of Universal Forest Products, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

(b) Certificate of the Chief Financial Officer of Universal Forest Products, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

101 Interactive Data File.

(INS) XBRL Instance Document.

(SCH) XBRL Schema Document.

(CAL) XBRL Taxonomy Extension Calculation Linkbase Document.

(LAB) XBRL Taxonomy Extension Label Linkbase Document.

(PRE) XBRL Taxonomy Extension Presentation Linkbase Document.

(DEF) XBRL Taxonomy Extension Definition Linkbase Document.

*  Indicates a compensatory arrangement.

33

UNIVERSAL FOREST PRODUCTS, INC.

SIGNATURES

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

	UNIVERSAL FOREST PRODUCTS, INC.
Date: October 30, 2013	By:	/s/ Matthew J. Missad
		Matthew J. Missad,
		Chief Executive Officer and Principal Executive Officer
Date: October 30, 2013	By:	/s/ Michael R. Cole
		Michael R. Cole,
		Chief Financial Officer,
		Principal Financial Officer and
		Principal Accounting Officer

34

EXHIBIT INDEX

Exhibit No. Description

31	Certifications.
	(a)	Certificate of the Chief Executive Officer of Universal Forest Products, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
	(b)	Certificate of the Chief Financial Officer of Universal Forest Products, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
32	Certifications.
	(a)	Certificate of the Chief Executive Officer of Universal Forest Products, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
	(b)	Certificate of the Chief Financial Officer of Universal Forest Products, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).

101	Interactive Data File.
	(INS)	XBRL Instance Document.
	(SCH)	XBRL Schema Document.
	(CAL)	XBRL Taxonomy Extension Calculation Linkbase Document.
	(LAB)	XBRL Taxonomy Extension Label Linkbase Document.
	(PRE)	XBRL Taxonomy Extension Presentation Linkbase Document.
	(DEF)	XBRL Taxonomy Extension Definition Linkbase Document.

*  Indicates a compensatory arrangement.

35

EX-31.(A)

Exhibit 31(a)

Universal Forest Products, Inc.

Certification

I, Matthew J. Missad, certify that:

1. I have reviewed this report on Form 10-Q of Universal Forest Products, Inc.;

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 function):

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 control over financial reporting.

Date: October 30, 2013	/s/ Matthew J. Missad
	Matthew J. Missad,
	Chief Executive Officer and Principal Executive Officer

EX-31.(B)

Exhibit 31(b)

Universal Forest Products, Inc.

Certification

I, Michael R. Cole, certify that:

1. I have reviewed this report on Form 10-Q of Universal Forest Products, Inc.;

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 function):

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 control over financial reporting.

Date: October 30, 2013	/s/ Michael R. Cole
	Michael R. Cole,
	Chief Financial Officer,
	Principal Financial Officer and
	Principal Accounting Officer

EX-32.(A)

Exhibit 32(a)

CERTIFICATE OF THE

CHIEF EXECUTIVE OFFICER OF

UNIVERSAL FOREST PRODUCTS, INC.

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350):

I, Matthew J. Missad, Chief Executive Officer of Universal Forest Products, Inc., certify, to the best of my knowledge and belief, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) that:

(1)The quarterly report on Form 10-Q for the quarterly period ended September 28, 2013, which this statement accompanies, fully complies with requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in this quarterly report on Form 10-Q for the quarterly period ended September 28, 2013 fairly presents, in all material respects, the financial condition and results of operations of Universal Forest Products, Inc.

	UNIVERSAL FOREST PRODUCTS, INC.
Date: October 30, 2013	By:	/s/ Matthew J. Missad
		Matthew J. Missad,
		Chief Executive Officer and Principal Executive Officer

The signed original of this written statement required by Section 906, or any other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Universal Forest Products, Inc. and will be retained by Universal Forest Products, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.(B)

Exhibit 32(b)

CERTIFICATE OF THE

CHIEF FINANCIAL OFFICER OF

UNIVERSAL FOREST PRODUCTS, INC.

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350):

I, Michael R. Cole, Chief Financial Officer of Universal Forest Products, Inc., certify, to the best of my knowledge and belief, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) that:

(1)The quarterly report on Form 10-Q for the quarterly period ended  September 28, 2013, which this statement accompanies, fully complies with requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in this quarterly report on Form 10-Q for the quarterly period ended September 28, 2013 fairly presents, in all material respects, the financial condition and results of operations of Universal Forest Products, Inc.

	UNIVERSAL FOREST PRODUCTS, INC.
Date: October 30, 2013	By:	/s/ Michael R. Cole
		Michael R. Cole,
		Chief Financial Officer,
		Principal Financial Officer and
		Principal Accounting Officer

The signed original of this written statement required by Section 906, or any other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Universal Forest Products, Inc. and will be retained by Universal Forest Products, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

SUBSEQUENT EVENTS

9 Months Ended

Sep. 28, 2013

SUBSEQUENT EVENTS [Abstract]

SUBSEQUENT EVENTS [Text Block]

J. SUBSEQUENT EVENTS

On October 16, 2013, our Board approved a semi-annual dividend of $0.21 per share, payable on December 15, 2013 to shareholders of record on December 1, 2013.

XML

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 28, 2013	Sep. 29, 2012	Sep. 28, 2013	Sep. 29, 2012
CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME [Abstract]
NET SALES	$ 651,780	$ 533,366	$ 1,944,711	$ 1,584,170
COST OF GOODS SOLD	573,491	478,139	1,729,027	1,403,202
GROSS PROFIT	78,289	55,227	215,684	180,968
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	53,020	45,186	154,348	140,070
ANTI-DUMPING DUTY ASSESSMENT	887	2,000	887	2,328
NET (GAIN) LOSS ON DISPOSITION OF ASSETS, EARLY RETIREMENT AND OTHER IMPAIRMENT AND EXIT CHARGES	(145)	(269)	(253)	(7,052)
EARNINGS FROM OPERATIONS	24,527	8,310	60,702	45,622
INTEREST EXPENSE	1,159	968	3,584	3,219
INTEREST INCOME	(159)	(302)	(463)	(864)
EQUITY IN EARNINGS OF INVESTEE	(18)	(15)	(152)	(25)
NON-OPERATING (INCOME)/EXPENSE	982	651	2,969	2,330
EARNINGS BEFORE INCOME TAXES	23,545	7,659	57,733	43,292
INCOME TAXES	8,530	2,903	20,589	16,140
NET EARNINGS	15,015	4,756	37,144	27,152
LESS NET EARNINGS ATTRIBUTABLE TO NONCONTROLLING INTEREST	(924)	(558)	(2,057)	(1,290)
NET EARNINGS ATTRIBUTABLE TO CONTROLLING INTEREST	14,091	4,198	35,087	25,862
EARNINGS PER SHARE - BASIC (in dollars per share)	$ 0.71	$ 0.21	$ 1.76	$ 1.31
EARNINGS PER SHARE - DILUTED (in dollars per share)	$ 0.71	$ 0.21	$ 1.76	$ 1.31
COMPREHENSIVE INCOME	15,767	6,269	36,828	28,490
LESS COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST	(1,106)	(956)	(2,098)	(1,674)
COMPREHENSIVE INCOME ATTRIBUTABLE TO CONTROLLING INTERST	$ 14,661	$ 5,313	$ 34,730	$ 26,816

XML

REVENUE RECOGNITION

9 Months Ended

Sep. 28, 2013

REVENUE RECOGNITION [Abstract]

REVENUE RECOGNITION

C. REVENUE RECOGNITION

Earnings on construction contracts are reflected in operations using percentage-of-completion accounting, under either cost to cost or units of delivery methods, depending on the nature of the business at individual operations.  Under percentage-of-completion using the cost to cost method, revenues and related earnings on construction contracts are measured by the relationships of actual costs incurred related to the total estimated costs.  Under percentage-of-completion using the units of delivery method, revenues and related earnings on construction contracts are measured by the relationships of actual units produced related to the total number of units.  Revisions in earnings estimates on the construction contracts are recorded in the accounting period in which the basis for such revisions becomes known.  Projected losses on individual contracts are charged to operations in their entirety when such losses become apparent.

UNIVERSAL FOREST PRODUCTS, INC.

Our construction contracts are generally entered into with a fixed price and completion of the projects can range from 6 to 18 months in duration.  Therefore, our operating results are impacted by, among many other things, labor rates and commodity costs.  During the quarter, we updated our estimated costs to complete our projects using current labor and commodity costs and recognized losses to the extent that they exist.

The following table presents the balances of percentage-of-completion accounts which are included in “Other current assets” and “Accrued liabilities: Other”, respectively (in thousands):

	September 28, 2013		December 29, 2012		September 29, 2012
Cost and Earnings in Excess of Billings	$	9,640	$	4,981	$	5,971
Billings in Excess of Cost and Earnings		2,655		2,020		3,232

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SEGMENT REPORTING (Tables)

9 Months Ended

Sep. 28, 2013

SEGMENT REPORTING [Abstract]

Segment Reporting

These operations have been included in the “All Other” column of the table below.  The “Corporate” column includes unallocated administrative costs.

	Three Months Ended September 28, 2013
	Eastern and Western		Site-Built		All Other		Corporate		Total
Net sales to outside customers	$	523,364	$	70,579	$	57,837	$	-	$	651,780
Intersegment net sales		21,246		4,406		2,968		-		28,620
Segment operating profit		18,628		3,993		630		1,276		24,527

	Three Months Ended September 29, 2012
	Eastern and Western		Site-Built		All Other			Corporate		Total
Net sales to outside customers	$	425,260	$	59,630	$	48,476		$	-	$	533,366
Intersegment net sales		13,455		5,040		3,009			-		21,504
Segment operating profit (loss)		6,149		394		(2,874	)		4,641		8,310

	Nine Months Ended September 28, 2013
	Eastern and Western		Site-Built		All Other		Corporate		Total
Net sales to outside customers	$	1,570,073	$	202,590	$	172,048	$	-	$	1,944,711
Intersegment net sales		69,179		13,168		9,913		-		92,260
Segment operating profit		54,412		2,163		1,543		2,584		60,702

	Nine Months Ended September 29, 2012
	Eastern and Western		Site-Built		All Other			Corporate		Total
Net sales to outside customers	$	1,268,162	$	160,561	$	155,447		$	-	$	1,584,170
Intersegment net sales		49,387		13,916		11,619			-		74,922
Segment operating profit (loss)		45,395		858		(4,150	)		3,519		45,622

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REVENUE RECOGNITION (Policies)

9 Months Ended

Sep. 28, 2013

REVENUE RECOGNITION [Abstract]

Revenue Recognition

Earnings on construction contracts are reflected in operations using percentage-of-completion accounting, under either cost to cost or units of delivery methods, depending on the nature of the business at individual operations.  Under percentage-of-completion using the cost to cost method, revenues and related earnings on construction contracts are measured by the relationships of actual costs incurred related to the total estimated costs.  Under percentage-of-completion using the units of delivery method, revenues and related earnings on construction contracts are measured by the relationships of actual units produced related to the total number of units.  Revisions in earnings estimates on the construction contracts are recorded in the accounting period in which the basis for such revisions becomes known.  Projected losses on individual contracts are charged to operations in their entirety when such losses become apparent.

Our construction contracts are generally entered into with a fixed price and completion of the projects can range from 6 to 18 months in duration.  Therefore, our operating results are impacted by, among many other things, labor rates and commodity costs.  During the quarter, we updated our estimated costs to complete our projects using current labor and commodity costs and recognized losses to the extent that they exist.

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EARNINGS PER SHARE (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 28, 2013	Sep. 29, 2012	Sep. 28, 2013	Sep. 29, 2012
Numerator [Abstract]
Net earnings attributable to controlling interest	$ 14,091	$ 4,198	$ 35,087	$ 25,862
Adjustment for earnings allocated to non-vested restricted common stock	(134)	(38)	(338)	(225)
Net earnings for calculating EPS	$ 13,957	$ 4,160	$ 34,749	$ 25,637
Denominator [Abstract]
Weighted average shares outstanding (in shares)	19,965,000	19,827,000	19,916,000	19,783,000
Adjustment for non-vested restricted common stock (in shares)	(190,000)	(178,000)	(192,000)	(172,000)
Shares for calculating basic EPS (in shares)	19,775,000	19,649,000	19,724,000	19,611,000
Effect of dilutive stock options (in shares)	25,000	25,000	39,000	19,000
Shares for calculating diluted EPS (in shares)	19,800,000	19,674,000	19,763,000	19,630,000
Net earnings per share [Abstract]
Basic (in dollars per share)	$ 0.71	$ 0.21	$ 1.76	$ 1.31
Diluted (in dollars per share)	$ 0.71	$ 0.21	$ 1.76	$ 1.31
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Options to purchase shares excluded from computation of EPS (in shares)	0	0		10,000

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REVENUE RECOGNITION (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 28, 2013	Dec. 29, 2012	Sep. 29, 2012
REVENUE RECOGNITION [Abstract]
Cost and Earnings in Excess of Billings	$ 9,640	$ 4,981	$ 5,971
Billings in Excess of Cost and Earnings	$ 2,655	$ 2,020	$ 3,232
Construction contracts completion term, minimum	6 months
Construction contracts completion term, maximum	18 months

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SEGMENT REPORTING (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 28, 2013	Sep. 29, 2012	Sep. 28, 2013 Segment	Sep. 29, 2012
SEGMENT REPORTING [Abstract]
Number of reporting segments			4
Segment Reporting Information [Line Items]
Net sales to outside customers	$ 651,780	$ 533,366	$ 1,944,711	$ 1,584,170
Intersegment net sales	28,620	21,504	92,260	74,922
Segment operating profit (loss)	24,527	8,310	60,702	45,622
Eastern and Western [Member]
Segment Reporting Information [Line Items]
Net sales to outside customers	523,364	425,260	1,570,073	1,268,162
Intersegment net sales	21,246	13,455	69,179	49,387
Segment operating profit (loss)	18,628	6,149	54,412	45,395
Site-Built [Member]
Segment Reporting Information [Line Items]
Net sales to outside customers	70,579	59,630	202,590	160,561
Intersegment net sales	4,406	5,040	13,168	13,916
Segment operating profit (loss)	3,993	394	2,163	858
All Other [Member]
Segment Reporting Information [Line Items]
Net sales to outside customers	57,837	48,476	172,048	155,447
Intersegment net sales	2,968	3,009	9,913	11,619
Segment operating profit (loss)	630	(2,874)	1,543	(4,150)
Corporate [Member]
Segment Reporting Information [Line Items]
Net sales to outside customers	0	0	0	0
Intersegment net sales	0	0	0	0
Segment operating profit (loss)	$ 1,276	$ 4,641	$ 2,584	$ 3,519

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FAIR VALUE (Details) (Recurring [Member], Quoted Prices in Active Markets (Level 1) [Member], USD $) In Thousands, unless otherwise specified	Sep. 28, 2013	Sep. 29, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	$ 1,616	$ 1,411
Money Market Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	62	84
Domestic Stock Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	725	597
International Stock Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	535	473
Target Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	159	141
Bond Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	135	116
Mutual Funds [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments	$ 1,554	$ 1,327

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CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) (Parenthetical) (USD $)	9 Months Ended
	Sep. 28, 2013	Sep. 29, 2012
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cash dividends per share (in dollars per share)	$ 0.200	$ 0.200
Issuance of shares under employee stock plans (in shares)	31,341	82,059
Issuance of shares under stock grant programs (in shares)	30,650	51,771
Issuance of shares under deferred compensation plans (in shares)	41,019	33,525

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BASIS OF PRESENTATION AND ACCOUNTING POLICIES

9 Months Ended

Sep. 28, 2013

BASIS OF PRESENTATION AND ACCOUNTING POLICIES [Abstract]

BASIS OF PRESENTATION AND ACCOUNTING POLICIES

A. BASIS OF PRESENTATION AND ACCOUNTING POLICIES

The accompanying unaudited interim consolidated condensed financial statements (the "Financial Statements") include our accounts and those of our wholly-owned and majority-owned subsidiaries and partnerships, and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.  Accordingly, the Financial Statements do not include all of the information and footnotes normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States.  All intercompany transactions and balances have been eliminated.

In our opinion, the Financial Statements contain all material adjustments necessary to present fairly our consolidated financial position, results of operations and cash flows for the interim periods presented.  All such adjustments are of a normal recurring nature.  These Financial Statements should be read in conjunction with the annual consolidated financial statements, and footnotes thereto, included in our Annual Report to Shareholders on Form 10-K for the fiscal year ended December 29, 2012.

Certain prior year information has been reclassified to conform to the current year presentation.

In the second quarter of fiscal 2013, we changed our annual testing date for evaluating goodwill and indefinite-lived intangible asset impairment from the last day of the fiscal year to the first day of the Company’s fourth fiscal quarter for all reporting units and indefinite-lived intangible assets. This voluntary change in accounting method is preferable under the circumstances because it will allow us more time to complete the annual goodwill and indefinite-lived intangible asset impairment testing in advance of our year-end reporting.  This change does not delay, accelerate or avoid an impairment charge. The change is not applied retrospectively as it is impracticable to do so because retrospective application would require application of significant estimates and assumptions with the use of hindsight. Accordingly, the change will be applied prospectively.  There have been no other material changes in our policies or estimates since December 29, 2012.

In February 2013, the FASB issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASC Topic 220) (“ASU 2013-02”).  ASU 2013-02 amends prior presentation of comprehensive income guidance. ASU 2013-02 requires that we report, in one place, the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required to be reclassified in its entirety to net income. Our adoption of the provisions of ASU 2013-02 in the first quarter of 2013 did not affect our consolidated financial position, results of operations or cash flows.

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EARNINGS PER SHARE

9 Months Ended

Sep. 28, 2013

EARNINGS PER SHARE [Abstract]

EARNINGS PER SHARE

D. EARNINGS PER SHARE

The computation of earnings per share (“EPS”) is as follows (in thousands):

	Three Months Ended						Nine Months Ended
	September 28, 2013			September 29, 2012			September 28, 2013			September 29, 2012
Numerator:
Net earnings attributable to controlling interest	$	14,091		$	4,198		$	35,087		$	25,862
Adjustment for earnings allocated to non-vested restricted common stock		(134	)		(38	)		(338	)		(225	)
Net earnings for calculating EPS	$	13,957		$	4,160		$	34,749		$	25,637
Denominator:
Weighted average shares outstanding		19,965			19,827			19,916			19,783
Adjustment for non-vested restricted common stock		(190	)		(178	)		(192	)		(172	)
Shares for calculating basic EPS		19,775			19,649			19,724			19,611
Effect of dilutive stock options		25			25			39			19
Shares for calculating diluted EPS		19,800			19,674			19,763			19,630
Net earnings per share:
Basic	$	0.71		$	0.21		$	1.76		$	1.31
Diluted	$	0.71		$	0.21		$	1.76		$	1.31

No options were excluded from the computation of diluted EPS for the quarter ended September 28, 2013 or September 29, 2012.

No options were excluded from the computation of diluted EPS for the nine months ended September 28, 2013.  Options to purchase 10,000 shares were not included in the computation of diluted EPS for the nine months ended September 29, 2012 because the options’ exercise price was greater than the average market price of the common stock during the period and, therefore would be antidilutive.

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FAIR VALUE

9 Months Ended

Sep. 28, 2013

FAIR VALUE [Abstract]

FAIR VALUE

B. FAIR VALUE

We apply the provisions of ASC 820, Fair Value Measurements and Disclosures, to assets and liabilities measured at fair value.  Assets measured at fair value are as follows:

	September 28, 2013		September 29, 2012
(in thousands)	Quoted Prices in Active Markets (Level 1)		Quoted Prices in Active Markets (Level 1)
Recurring:
Money market funds	$	62	$	84
Mutual funds:
Domestic stock funds		725		597
International stock funds		535		473
Target funds		159		141
Bond funds		135		116
Total mutual funds		1,554		1,327
	$	1,616	$	1,411

We maintain money market and mutual funds in our non-qualified deferred compensation plan.  These funds are valued at prices quoted in an active exchange market and are included in “Other Assets”.  We have elected not to apply the fair value option under ASC 825, Financial Instruments, to any of our financial instruments except for those expressly required by U.S. GAAP.

We did not maintain any Level 2 or 3 assets or liabilities at September 28, 2013 or September 29, 2012.  

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NET LOSS (GAIN) ON DISPOSITION OF ASSETS, EARLY RETIRMENT AND OTHER IMPAIRMENT AND EXIT CHARGES (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 28, 2013	Sep. 29, 2012	Sep. 28, 2013	Sep. 29, 2012
Disclosure By Disposal Group
Severances and early retirement	$ 40,000	$ 28,000	$ 72,000	$ 176,000
Property, plant and equipment	(55,000)	(297,000)	(195,000)	(318,000)
Gain on impairment or sale of real estate	(130,000)	0	(130,000)	(6,910,000)
Total	(145,000)	(269,000)	(253,000)	(7,052,000)
Proceeds from sale of real estate		12,500,000
Pre-tax gain		7,200,000
Eastern and Western [Member]
Disclosure By Disposal Group
Severances and early retirement	22,000	24,000	35,000	134,000
Property, plant and equipment	(43,000)	(133,000)	(199,000)	(228,000)
Gain on impairment or sale of real estate	0	0	0	(6,910,000)
Total	(21,000)	(109,000)	(164,000)	(7,004,000)
Site-Built [Member]
Disclosure By Disposal Group
Severances and early retirement	0	0	1,000	2,000
Property, plant and equipment	0	(53,000)	29,000	(150,000)
Gain on impairment or sale of real estate	(130,000)	0	(130,000)	0
Total	(130,000)	(53,000)	(100,000)	(148,000)
All Other [Member]
Disclosure By Disposal Group
Severances and early retirement	18,000	4,000	36,000	40,000
Property, plant and equipment	(12,000)	(111,000)	(25,000)	60,000
Gain on impairment or sale of real estate	0	0	0	0
Total	$ 6,000	$ (107,000)	$ 11,000	$ 100,000

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INCOME TAXES (Details)	3 Months Ended		9 Months Ended
	Sep. 28, 2013	Sep. 29, 2012	Sep. 28, 2013	Sep. 29, 2012
INCOME TAXES [Abstract]
Effective income tax rate (in hundredths)	36.20%	37.90%	35.70%	37.30%

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CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $)	Sep. 28, 2013	Dec. 29, 2012	Sep. 29, 2012
SHAREHOLDERS' EQUITY:
Preferred stock, no par value (in dollars per share)	$ 0	$ 0	$ 0
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0	0
Preferred stock, shares outstanding (in shares)	0	0	0
Common stock, no par value (in dollars per share)	$ 0	$ 0	$ 0
Common stock, shares authorized (in shares)	40,000,000	40,000,000	40,000,000
Common stock, shares issued (in shares)	19,900,066	19,799,606	19,790,414
Common stock, shares outstanding (in shares)	19,900,066	19,799,606	19,790,414

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BUSINESS COMBINATIONS

9 Months Ended

Sep. 28, 2013

BUSINESS COMBINATIONS [Abstract]

BUSINESS COMBINATIONS

G. BUSINESS COMBINATIONS

We completed the following acquisitions in fiscal 2013 and 2012 which were accounted for using the purchase method (in millions):

Company Name	Acquisition Date	Purchase Price	Intangible Assets		Net Tangible Assets		Operating Segment	Business Description
Premier Laminating Services, Inc. (“Premier Laminating”)	May 31, 2013	$0.7 (asset purchase)	$	0.2	$	0.5	Western Division	A business specialized in environmentally sustainable laminated wooden products. Facility is located in Perris, CA.
Millry Mill Company, Inc. (“Millry”)	February 28, 2013	$2.3 (asset purchase)	$	0.1	$	2.2	Eastern Division	A highly specialized export mill that produces rough dimension boards and lumber.  Facility is located in Millry, AL.
Custom Caseworks, Inc. (“Custom Caseworks”)	December 31, 2012	$6.3 (asset purchase)	$	2.0	$	4.3	Western Division	A high-precision business-to-business manufacturer of engineered wood products in many commercial markets. Facility is located in Sauk Rapids, MN. Custom Caseworks had annual sales of $7 million.
Nepa Pallet and Container Co., Inc. (“Nepa”)	November 5, 2012	$16.2 (asset purchase)	$	1.4	$	14.8	Western Division	Manufactures pallets, containers and bins for agricultural and industrial customers.  Facilities are located in Snohomish, Yakima and Wenatchee, WA. NEPA had trailing twelve month sales of $25 million.
MSR Forest Products, LLC (“MSR”)	May 16, 2012	$3.2 (asset purchase)	$	1.1	$	2.1	Distribution Division	Supplies roof trusses and cut-to-size lumber to manufactured housing customers.  Facilities are located in Haleyville, AL and Waycross, GA.  MSR had annual sales of $10 million.

The intangible assets for each of the acquisitions were finalized and allocated to their respective identifiable intangible asset and goodwill accounts during 2013.  This resulted in a $1.4 million reclassification from goodwill to amortizable intangible asset accounts.

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CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) (USD $) In Thousands, unless otherwise specified	Common Stock [Member]	Additional Paid-In Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Earnings [Member]	Employee Stock Notes Receivable [Member]	Noncontrolling Interest [Member]	Total
Balance at Dec. 31, 2011	$ 19,624	$ 143,988	$ 410,848	$ 3,600	$ (1,255)	$ 5,794	$ 582,599
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings			25,862			1,290	27,152
Foreign currency translation adjustment				954		384	1,338
Capital contribution from noncontrolling interest						436	436
Distributions to noncontrolling interest						(871)	(871)
Cash dividends - $0.200 per share			(3,946)				(3,946)
Issuance of shares under employee stock plans	82	1,744					1,826
Issuance of shares under stock grant programs	52	24	8				84
Issuance of shares under deferred compensation plans	33	(33)					0
Tax benefits from non-qualified stock options exercised		307					307
Expense associated with share-based compensation arrangements		993					993
Accrued expense under deferred compensation plans		1,582					1,582
Notes receivable written-off	(1)	(24)			25		0
Payments received on employee stock notes receivable					217		217
Balance at Sep. 29, 2012	19,790	148,581	432,772	4,554	(1,013)	7,033	611,717
Balance at Dec. 29, 2012	19,800	149,805	426,887	4,258	(982)	7,757	607,525
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings			35,087			2,057	37,144
Foreign currency translation adjustment				(357)		41	(316)
Distributions to noncontrolling interest						(1,460)	(1,460)
Cash dividends - $0.200 per share			(3,977)				(3,977)
Issuance of shares under employee stock plans	31	808					839
Issuance of shares under stock grant programs	31	10	8				49
Issuance of shares under deferred compensation plans	41	(41)					0
Tax benefits from non-qualified stock options exercised		109					109
Expense associated with share-based compensation arrangements		1,442					1,442
Accrued expense under deferred compensation plans		1,897					1,897
Notes receivable written-off	(3)	(98)			105		4
Payments received on employee stock notes receivable					145		145
Balance at Sep. 28, 2013	$ 19,900	$ 153,932	$ 458,005	$ 3,901	$ (732)	$ 8,395	$ 643,401

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CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (USD $) In Thousands, unless otherwise specified	Sep. 28, 2013	Dec. 29, 2012	Sep. 29, 2012
CURRENT ASSETS:
Cash and cash equivalents	$ 5,151	$ 7,647	$ 4,355
Restricted cash	720	6,831	553
Accounts receivable, net	241,990	163,225	191,178
Inventories:
Raw materials	127,854	136,201	119,346
Finished goods	104,356	106,979	89,792
Total inventories	232,210	243,180	209,138
Refundable income taxes	0	7,521	1,266
Deferred income taxes	9,203	9,212	9,694
Other current assets	20,280	15,557	16,204
TOTAL CURRENT ASSETS	509,554	453,173	432,388
DEFERRED INCOME TAXES	1,696	1,759	0
OTHER ASSETS	12,615	14,583	14,918
GOODWILL	160,146	159,316	157,966
INDEFINITE-LIVED INTANGIBLE ASSETS	2,340	2,340	2,340
OTHER INTANGIBLE ASSETS, NET	7,815	8,101	8,802
PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment	578,429	543,595	541,473
Less accumulated depreciation and amortization	(339,082)	(322,327)	(324,542)
PROPERTY, PLANT AND EQUIPMENT, NET	239,347	221,268	216,931
TOTAL ASSETS	933,513	860,540	833,345
CURRENT LIABILITIES:
Accounts payable	85,520	66,054	72,080
Accrued liabilities:
Compensation and benefits	45,651	34,728	39,743
Income taxes	6,269	0	0
Other	26,900	14,002	17,656
Current portion of long-term debt	0	0	40,000
TOTAL CURRENT LIABILITIES	164,340	114,784	169,479
LONG-TERM DEBT, less current portion	84,700	95,790	15,918
DEFERRED INCOME TAXES	24,861	24,930	19,889
OTHER LIABILITIES	16,211	17,511	16,342
TOTAL LIABILITIES	290,112	253,015	221,628
Controlling interest shareholders' equity:
Preferred stock, no par value; shares authorized 1,000,000; issued and outstanding, none
Common stock, no par value; shares authorized 40,000,000; issued and outstanding, 19,893,513, 19,799,606, and 19,735,289	19,900	19,800	19,790
Additional paid-in capital	153,932	149,805	148,581
Retained earnings	458,005	426,887	432,772
Accumulated other comprehensive earnings	3,901	4,258	4,554
Employee stock notes receivable	(732)	(982)	(1,013)
Total controlling interest shareholders' equity	635,006	599,768	604,684
Noncontrolling interest	8,395	7,757	7,033
TOTAL SHAREHOLDERS' EQUITY	643,401	607,525	611,717
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 933,513	$ 860,540	$ 833,345

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COMMITMENTS, CONTINGENCIES, AND GUARANTEES (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 28, 2013	Sep. 29, 2012	Sep. 28, 2013	Sep. 29, 2012
COMMITMENTS, CONTINGENCIES, AND GUARANTEES [Abstract]
Estimated costs to complete future remediation efforts	$ 3,500,000	$ 3,400,000	$ 3,500,000	$ 3,400,000
Anti Dumping Duty Assessment	887,000	2,000,000	887,000	2,328,000
Surety Bonds and Letters of Credit [Abstract]
Payment and performance bonds outstanding	32,200,000		32,200,000
Expiration period of surety bonds	2 years		2 years
Completed projects still under warranty	17,700,000		17,700,000
Outstanding letters of credit	26,500,000		26,500,000
Irrevocable letters of credit in favor of our insurers outstanding	16,700,000		16,700,000
Irrevocable letters of credit in favor of our industrial development revenue bonds outstanding	9,800,000		9,800,000
Approximate identification and removal of contaminants costs	600,000		600,000
Capital Addition Purchase Commitments [Member]
Long-term Purchase Commitment [Line Items]
Outstanding purchase commitments on capital projects			$ 12,300,000

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BUSINESS COMBINATIONS (Tables)

9 Months Ended

Sep. 28, 2013

BUSINESS COMBINATIONS [Abstract]

Business Acquisitions Accounted for Using Purchase Method

We completed the following acquisitions in fiscal 2013 and 2012 which were accounted for using the purchase method (in millions):

Company Name	Acquisition Date	Purchase Price	Intangible Assets		Net Tangible Assets		Operating Segment	Business Description
Premier Laminating Services, Inc. (“Premier Laminating”)	May 31, 2013	$0.7 (asset purchase)	$	0.2	$	0.5	Western Division	A business specialized in environmentally sustainable laminated wooden products. Facility is located in Perris, CA.
Millry Mill Company, Inc. (“Millry”)	February 28, 2013	$2.3 (asset purchase)	$	0.1	$	2.2	Eastern Division	A highly specialized export mill that produces rough dimension boards and lumber.  Facility is located in Millry, AL.
Custom Caseworks, Inc. (“Custom Caseworks”)	December 31, 2012	$6.3 (asset purchase)	$	2.0	$	4.3	Western Division	A high-precision business-to-business manufacturer of engineered wood products in many commercial markets. Facility is located in Sauk Rapids, MN. Custom Caseworks had annual sales of $7 million.
Nepa Pallet and Container Co., Inc. (“Nepa”)	November 5, 2012	$16.2 (asset purchase)	$	1.4	$	14.8	Western Division	Manufactures pallets, containers and bins for agricultural and industrial customers.  Facilities are located in Snohomish, Yakima and Wenatchee, WA. NEPA had trailing twelve month sales of $25 million.
MSR Forest Products, LLC (“MSR”)	May 16, 2012	$3.2 (asset purchase)	$	1.1	$	2.1	Distribution Division	Supplies roof trusses and cut-to-size lumber to manufactured housing customers.  Facilities are located in Haleyville, AL and Waycross, GA.  MSR had annual sales of $10 million.

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COMMITMENTS, CONTINGENCIES, AND GUARANTEES

9 Months Ended

Sep. 28, 2013

COMMITMENTS, CONTINGENCIES, AND GUARANTEES [Abstract]

COMMITMENTS, CONTINGENCIES, AND GUARANTEES

F. COMMITMENTS, CONTINGENCIES, AND GUARANTEES

We are self-insured for environmental impairment liability, including certain liabilities which are insured through a wholly owned subsidiary, Ardellis Insurance Ltd., a licensed captive insurance company.

We own and operate a number of facilities throughout the United States that chemically treat lumber products.  In connection with the ownership and operation of these and other real properties, and the disposal or treatment of hazardous or toxic substances, we may, under various federal, state, and local environmental laws, ordinances, and regulations, be potentially liable for removal and remediation costs, as well as other potential costs, damages, and expenses.  Environmental reserves, have been established to cover remediation activities at our affiliates’ wood preservation facilities in Stockertown, PA; Elizabeth City, NC; Auburndale, FL; Janesville, WI; and Medley, FL. In addition, a reserve was established for our affiliate’s facility in Thornton, CA to remove certain lead containing materials which existed on the property at the time of purchase.  During 2009, a subsidiary entered into a consent order with the State of Florida to conduct additional testing at the Auburndale, FL facility. We admitted no liability and the costs are not expected to be material.

On a consolidated basis, we have reserved approximately $3.5 million on September 28, 2013 and $3.4 million on September 29, 2012, representing the estimated costs to complete future remediation efforts. These amounts have not been reduced by an insurance receivable.

In the third quarter of 2013, we accrued $0.9 million related to anti-dumping duty assessments estimated on plywood and steel nails imported from China.  We continue to work with US Customs and Border Protection to mitigate potential charges.

In the third quarter of 2012, we recorded a $2 million loss contingency for a Canadian anti-dumping duty.  The Canadian government imposed retroactive assessments for antidumping and countervailing duties to certain extruded aluminum products imported from China.  We continue to work with the government to clarify the applicability of these rules to our products.  This duty is unrelated to the 2013 duty assessment disclosed above.

We are currently undergoing an unclaimed property audit with the state of Michigan covering the period July 1, 1994 to present.  We anticipate that the audit will be completed during 2014.

In addition, on September 28, 2013, we were parties either as plaintiff or defendant to a number of lawsuits and claims arising through the normal course of our business.  In the opinion of management, our consolidated financial statements will not be materially affected by the outcome of these contingencies and claims.

On September 28, 2013, we had outstanding purchase commitments on capital projects of approximately $12.3 million.

We provide a variety of warranties for products we manufacture. Historically, warranty claims have not been material.  We distribute products manufactured by other companies, some of which are no longer in business.  While we do not warrant these products, we have received claims as a distributor of these products when the manufacturer no longer exists or has the ability to pay.  Historically, these costs have not had a material affect on our consolidated financial statements.

In certain cases we supply building materials and labor to site-built construction projects or we jointly bid on contracts with framing companies for such projects. In some instances we are required to post payment and performance bonds to insure the owner that the products and installation services are completed in accordance with our contractual obligations.  We have agreed to indemnify the surety for claims made against the bonds.  As of September 28, 2013, we had approximately $32.2 million in outstanding payment and performance bonds, which expire during the next two years.  In addition, approximately $17.7 million in payment and performance bonds are outstanding for completed projects which are still under warranty.

On September 28, 2013, we had outstanding letters of credit totaling $26.5 million, primarily related to certain insurance contracts and industrial development revenue bonds described further below.

In lieu of cash deposits, we provide irrevocable letters of credit in favor of our insurers to guarantee our performance under certain insurance contracts.  We currently have irrevocable letters of credit outstanding totaling approximately $16.7 million for these types of insurance arrangements.  We have reserves recorded on our balance sheet, in accrued liabilities, that reflect our expected future liabilities under these insurance arrangements.

We are required to provide irrevocable letters of credit in favor of the bond trustees for all of the industrial development revenue bonds that we have issued.  These letters of credit guarantee principal and interest payments to the bondholders.  We currently have irrevocable letters of credit outstanding totaling approximately $9.8 million related to our outstanding industrial development revenue bonds.  These letters of credit have varying terms but may be renewed at the option of the issuing banks.

Certain wholly owned domestic subsidiaries have guaranteed the indebtedness of Universal Forest Products, Inc. in certain debt agreements, including the Series 2012 Senior Notes and our revolving credit facility.  The maximum exposure of these guarantees is limited to the indebtedness outstanding under these debt arrangements and this exposure will expire concurrent with the expiration of the debt agreements.

Many of our wood treating operations utilize "Subpart W" drip pads, defined as hazardous waste management units by the EPA.  The rules regulating drip pads require that the pad be “closed” at the point that it is no longer intended to be used for wood treating operations or to manage hazardous waste.  Closure involves identification and disposal of contaminants which are required to be removed from the facility.  The cost of closure is dependent upon a number of factors including, but not limited to, identification and removal of contaminants, cleanup standards that vary from state to state, and the time period over which the cleanup would be completed.  Based on our present knowledge of existing circumstances, it is considered probable that these costs will approximate $0.6 million.  As a result, this amount is recorded in other long-term liabilities on September 28, 2013.

We did not enter into any new guarantee arrangements during the third quarter of 2013 which would require us to recognize a liability on our balance sheet.

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BUSINESS COMBINATIONS (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended				12 Months Ended
	Sep. 28, 2013	Sep. 28, 2013 Premier Laminating Services, Inc. [Member]	Sep. 28, 2013 Millry Mill Company, Inc. [Member]	Sep. 28, 2013 Custom Caseworks, Inc. [Member]	Dec. 29, 2012 Nepa Pallet and Container Co., Inc. [Member]	Dec. 31, 2012 Nepa Pallet and Container Co., Inc. [Member]	Dec. 29, 2012 MSR Forest Products, LLC [Member]	Dec. 31, 2011 MSR Forest Products, LLC [Member]
Business Acquisition [Line Items]
Company Name		Premier Laminating Services, Inc. (“Premier Laminating”)	Millry Mill Company, Inc. (“Millry”)	Custom Caseworks, Inc. (“Custom Caseworks”)	Nepa Pallet and Container Co., Inc. (“Nepa”)		MSR Forest Products, LLC “MSR”)
Acquisition Date		May 31, 2013	Feb. 28, 2013	Dec. 31, 2012	Nov. 05, 2012		May 16, 2012
Purchase Price		$ 0.7	$ 2.3	$ 6.3	$ 16.2		$ 3.2
Intangible Assets		0.2	0.1	2.0	1.4		1.1
Net Tangible Assets		0.5	2.2	4.3	14.8		2.1
Operating Segment		Western Division	Eastern Division	Western Division	Western Division		Distribution Division
Business Description		A business specialized in environmentally sustainable laminated wooden products. Facility is located in Perris, CA.	A highly specialized export mill that produces rough dimension boards and lumber. Facility is located in Millry, AL.	A high-precision business-to-business manufacturer of engineered wood products in many commercial markets. Facility is located in Sauk Rapids, MN. Custom Caseworks had annual sales of $7 million.	Manufactures pallets, containers and bins for agricultural and industrial customers. Facilities are located in Snohomish, Yakima and Wenatchee, WA. NEPA had trailing twelve month sales of $25 million.		Supplies roof trusses and cut-to-size lumber to manufactured housing customers. Facilities are located in Haleyville, AL and Waycross, GA. MSR had annual sales of $10 million.
Acquired entity, prior year sales				7				10
Trailing twelve month sales						25
Amounts reclassified from goodwill to amortizable intangible assets	$ 1.4

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INCOME TAXES

9 Months Ended

Sep. 28, 2013

INCOME TAXES [Abstract]

INCOME TAXES

I. INCOME TAXES

Effective tax rates differ from statutory federal income tax rates, primarily due to provisions for state and local income taxes and permanent tax differences.  Our effective tax rate was 36.2% in the third quarter of 2013 compared to 37.9% for same period of 2012. Our effective tax rate was 35.7% in the first nine months of 2013 compared to 37.3% for the same period of 2012.  The decrease in our effective tax rate is primarily due to 2012 and 2013 research and development and certain other tax credits that were enacted in the first quarter of 2013, retroactive to the beginning of 2012.

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NET (GAIN) LOSS ON DISPOSITION OF ASSETS, EARLY RETIREMENT AND OTHER IMPAIRMENT AND EXIT CHARGES

9 Months Ended

Sep. 28, 2013

NET (GAIN) LOSS ON DISPOSITION OF ASSETS, EARLY RETIREMENT AND OTHER IMPAIRMENT AND EXIT CHARGES [Abstract]

NET (GAIN) LOSS ON DISPOSITION OF ASSETS, EARLY RETIREMENT AND OTHER IMPAIRMENT AND EXIT CHARGES

E. NET (GAIN) LOSS ON DISPOSITION OF ASSETS, EARLY RETIREMENT AND OTHER IMPAIRMENT AND EXIT CHARGES

We have long-lived assets that consist of certain vacant land and facilities we closed to better align manufacturing capacity with the current business environment.  The fair values were determined based on broker assessments of value, appraisals or recent offers to acquire assets.  These and other idle assets were evaluated based on the requirements of ASC 360, which resulted in impairment and other exit charges included in “Net loss (gain) on disposition of assets, early retirement and other impairment and exit charges” for the periods presented below. These amounts include the following, separated by reporting segment (in thousands):

	Three Months Ended September 28, 2013												Three Months Ended September 29, 2012
	Eastern and Western			Site-Built			All Other			Total			Eastern and Western			Site-Built			All Other			Total
Severances and early retirement	$	22		$	-		$	18		$	40		$	24		$	-		$	4		$	28
Plant and equipment		(43	)		-			(12	)		(55	)		(133	)		(53	)		(111	)		(297	)
Net gain on sale of real estate		-			(130	)		-			(130	)		-			-			-			-
Total	$	(21	)	$	(130	)	$	6		$	(145	)	$	(109	)	$	(53	)	$	(107	)	$	(269	)

	Nine Months Ended September 28, 2013												Nine Months Ended September 29, 2012
	Eastern and Western			Site-Built			All Other			Total			Eastern and Western			Site-Built			All Other		Total
Severances and early retirement	$	35		$	1		$	36		$	72		$	134		$	2		$	40	$	176
Plant and equipment		(199	)		29			(25	)		(195	)		(228	)		(150	)		60		(318	)
Net gain on sale of real estate		-			(130	)		-			(130	)		(6,910	)		-			-		(6,910	)
Total	$	(164	)	$	(100	)	$	11		$	(253	)	$	(7,004	)	$	(148	)	$	100	$	(7,052	)

In the second quarter of 2012, we sold certain real estate in Fontana, CA for approximately $12.5 million and recognized a pre-tax gain of a $7.2 million.

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CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 28, 2013	Sep. 29, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$ 37,144	$ 27,152
Adjustments to reconcile net earnings to net cash from operating activities:
Depreciation	22,333	22,154
Amortization of intangibles	1,880	2,218
Expense associated with share-based compensation arrangements	1,491	1,078
Excess tax benefits from share-based compensation arrangements	(8)	(73)
Loss reserve for notes receivable	0	767
Deferred income taxes	(83)	(1,223)
Equity in earnings of investee	(152)	(25)
Net gain on sale or impairment of property, plant and equipment	(195)	(7,228)
Changes in:
Accounts receivable	(79,849)	(63,466)
Inventories	11,261	(13,483)
Accounts payable	19,336	22,285
Accrued liabilities and other	34,580	12,343
NET CASH FROM OPERATING ACTIVITIES	47,738	2,499
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(32,108)	(22,187)
Proceeds from sale of property, plant and equipment	1,261	15,092
Acquisitions, net of cash received	(9,296)	(2,149)
Purchase of patents	0	(95)
Advances on notes receivable	(1,990)	(1,157)
Collections on notes receivable	1,441	915
Cash restricted as to use	6,111	(553)
Other, net	28	(387)
NET CASH FROM INVESTING ACTIVITIES	(34,553)	(10,521)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments) under revolving credit facilities	(11,090)	6,217
Repayment of long-term debt	0	(2,773)
Debt issuance costs	(15)	(86)
Proceeds from issuance of common stock	839	1,826
Distributions to noncontrolling interest	(1,460)	(871)
Capital contribution from noncontrolling interest	0	281
Dividends paid to shareholders	(3,977)	(3,946)
Excess tax benefits from share-based compensation arrangements	8	73
Other, net	0	4
NET CASH FROM FINANCING ACTIVITIES	(15,695)	725
Effect of exchange rate changes on cash	14	347
NET CHANGE IN CASH AND CASH EQUIVALENTS	(2,496)	(6,950)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	7,647	11,305
CASH (OVERDRAFT), END OF PERIOD	5,151	4,355
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
Interest paid	2,850	2,498
Income taxes paid	6,780	15,797
NON-CASH INVESTING ACTIVITIES [Abstract]
Accounts receivable exchanged for notes receivable	1,635	0
Notes receivable exchanged for property	3,900	0
NON-CASH FINANCING ACTIVITIES:
Common stock issued under deferred compensation plans	$ 1,647	$ 1,161

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SUBSEQUENT EVENTS (Details) (Subsequent Event [Member], USD $)	9 Months Ended
	Sep. 28, 2013
Subsequent Event [Member]
Subsequent Event [Line Items]
Semi-annual dividend approved (in dollars per share)	$ 0.21
Dividend payable date	Dec. 15, 2013

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FAIR VALUE (Tables)

9 Months Ended

Sep. 28, 2013

FAIR VALUE [Abstract]

Assets and Liabilities Measured at Fair Value

We apply the provisions of ASC 820, Fair Value Measurements and Disclosures, to assets and liabilities measured at fair value.  Assets measured at fair value are as follows:

	September 28, 2013		September 29, 2012
(in thousands)	Quoted Prices in Active Markets (Level 1)		Quoted Prices in Active Markets (Level 1)
Recurring:
Money market funds	$	62	$	84
Mutual funds:
Domestic stock funds		725		597
International stock funds		535		473
Target funds		159		141
Bond funds		135		116
Total mutual funds		1,554		1,327
	$	1,616	$	1,411

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SEGMENT REPORTING

9 Months Ended

Sep. 28, 2013

SEGMENT REPORTING [Abstract]

SEGMENT REPORTING

H. SEGMENT REPORTING

ASC 280, Segment Reporting (“ASC 280”), defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

Our operating segments consist of the Eastern, Western, Site-Built, Consumer Products and Distribution divisions.  In accordance with ASC 280, due to the similar economic characteristics, nature of products, distribution methods, and customers, we have aggregated our Eastern and Western operating segments into one reportable segment.  The Site-Built division is considered a separate reportable segment.  Our other divisions do not collectively form a reportable segment because their respective operations are dissimilar and they do not meet the applicable quantitative requirements.  These operations have been included in the “All Other” column of the table below.  The “Corporate” column includes unallocated administrative costs.

	Three Months Ended September 28, 2013
	Eastern and Western		Site-Built		All Other		Corporate		Total
Net sales to outside customers	$	523,364	$	70,579	$	57,837	$	-	$	651,780
Intersegment net sales		21,246		4,406		2,968		-		28,620
Segment operating profit		18,628		3,993		630		1,276		24,527

	Three Months Ended September 29, 2012
	Eastern and Western		Site-Built		All Other			Corporate		Total
Net sales to outside customers	$	425,260	$	59,630	$	48,476		$	-	$	533,366
Intersegment net sales		13,455		5,040		3,009			-		21,504
Segment operating profit (loss)		6,149		394		(2,874	)		4,641		8,310

	Nine Months Ended September 28, 2013
	Eastern and Western		Site-Built		All Other		Corporate		Total
Net sales to outside customers	$	1,570,073	$	202,590	$	172,048	$	-	$	1,944,711
Intersegment net sales		69,179		13,168		9,913		-		92,260
Segment operating profit		54,412		2,163		1,543		2,584		60,702

	Nine Months Ended September 29, 2012
	Eastern and Western		Site-Built		All Other			Corporate		Total
Net sales to outside customers	$	1,268,162	$	160,561	$	155,447		$	-	$	1,584,170
Intersegment net sales		49,387		13,916		11,619			-		74,922
Segment operating profit (loss)		45,395		858		(4,150	)		3,519		45,622

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NET LOSS (GAIN) ON DISPOSITION OF ASSETS, EARLY RETIRMENT AND OTHER IMPAIRMENT AND EXIT CHARGES (Tables)

9 Months Ended

Sep. 28, 2013

NET (GAIN) LOSS ON DISPOSITION OF ASSETS, EARLY RETIREMENT AND OTHER IMPAIRMENT AND EXIT CHARGES [Abstract]

Net loss on disposition of assets, early retirement and other impairment and exit charges

These amounts include the following, separated by reporting segment (in thousands):

	Three Months Ended September 28, 2013												Three Months Ended September 29, 2012
	Eastern and Western			Site-Built			All Other			Total			Eastern and Western			Site-Built			All Other			Total
Severances and early retirement	$	22		$	-		$	18		$	40		$	24		$	-		$	4		$	28
Plant and equipment		(43	)		-			(12	)		(55	)		(133	)		(53	)		(111	)		(297	)
Net gain on sale of real estate		-			(130	)		-			(130	)		-			-			-			-
Total	$	(21	)	$	(130	)	$	6		$	(145	)	$	(109	)	$	(53	)	$	(107	)	$	(269	)

	Nine Months Ended September 28, 2013												Nine Months Ended September 29, 2012
	Eastern and Western			Site-Built			All Other			Total			Eastern and Western			Site-Built			All Other		Total
Severances and early retirement	$	35		$	1		$	36		$	72		$	134		$	2		$	40	$	176
Plant and equipment		(199	)		29			(25	)		(195	)		(228	)		(150	)		60		(318	)
Net gain on sale of real estate		-			(130	)		-			(130	)		(6,910	)		-			-		(6,910	)
Total	$	(164	)	$	(100	)	$	11		$	(253	)	$	(7,004	)	$	(148	)	$	100	$	(7,052	)

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REVENUE RECOGNITION (Tables)

9 Months Ended

Sep. 28, 2013

REVENUE RECOGNITION [Abstract]

Balances of percentage-of-completion accounts which are included in Other current assets and Accrued liabilities Other

The following table presents the balances of percentage-of-completion accounts which are included in “Other current assets” and “Accrued liabilities: Other”, respectively (in thousands):

	September 28, 2013		December 29, 2012		September 29, 2012
Cost and Earnings in Excess of Billings	$	9,640	$	4,981	$	5,971
Billings in Excess of Cost and Earnings		2,655		2,020		3,232

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Document and Entity Information	9 Months Ended
	Sep. 28, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	UNIVERSAL FOREST PRODUCTS INC
Entity Central Index Key	0000912767
Current Fiscal Year End Date	--12-28
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding	19,900,066
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 28, 2013

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EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 28, 2013

EARNINGS PER SHARE [Abstract]

Computation of earnings per share

The computation of earnings per share (“EPS”) is as follows (in thousands):

	Three Months Ended						Nine Months Ended
	September 28, 2013			September 29, 2012			September 28, 2013			September 29, 2012
Numerator:
Net earnings attributable to controlling interest	$	14,091		$	4,198		$	35,087		$	25,862
Adjustment for earnings allocated to non-vested restricted common stock		(134	)		(38	)		(338	)		(225	)
Net earnings for calculating EPS	$	13,957		$	4,160		$	34,749		$	25,637
Denominator:
Weighted average shares outstanding		19,965			19,827			19,916			19,783
Adjustment for non-vested restricted common stock		(190	)		(178	)		(192	)		(172	)
Shares for calculating basic EPS		19,775			19,649			19,724			19,611
Effect of dilutive stock options		25			25			39			19
Shares for calculating diluted EPS		19,800			19,674			19,763			19,630
Net earnings per share:
Basic	$	0.71		$	0.21		$	1.76		$	1.31
Diluted	$	0.71		$	0.21		$	1.76		$	1.31