Annual Report to
Shareholders
2023
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒
☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended
December 30, 2023.
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition
period of ____ to _____.
Commission File No.: 0-22684
UFP INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Michigan
(State or other jurisdiction of incorporation or organization)
2801 East Beltline, N.E., Grand Rapids, Michigan
(Address of principal executive offices)
Registrant’s telephone number, including area code (616) 364-6161
Securities registered pursuant to Section 12(b) of the Act:
38-1465835
(I.R.S. Employer Identification No.)
49525
(Zip Code)
Title of Each Class
Common Stock, $1 par value
Trading Symbol
UFPI
Name of Each Exchange on Which Registered
The NASDAQ Global Select Market
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files)
Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth
company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer Non-accelerated filer Smaller Reporting Company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with a new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes No
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the
filing reflect the correction of an error to previously issued financial statements. Yes ☐ No
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Yes No
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
The aggregate market value of the common stock held by non-affiliates of the registrant (i.e. excluding shares held by executive officers, directors, and
control persons as defined in Rule 405, 17 CFR 230.405) on July 1, 2023 (which was the last trading day of the registrant’s second quarter in the fiscal year
ended December 30, 2023) was $5,684,288,927 computed at the closing price of $97.05 on that date.
As of February 3, 2024, 61,624,287 shares of the registrant’s common stock, $1 par value, were outstanding.
Documents incorporated by reference:
(1) Certain portions of the registrant’s Annual Report to Shareholders for the fiscal year ended December 30, 2023 are incorporated by reference into
Part I and II of this Report.
(2) Certain portions of the registrant’s Proxy Statement for its 2024 Annual Meeting of Shareholders are incorporated by reference into Part III of this
Report.
Exhibit Index located on page E-21.
ANNUAL REPORT ON FORM 10-K
DECEMBER 30, 2023
TABLE OF CONTENTS
PART I
Business.
Item 1.
Item 1A. Risk Factors.
Item 1B. Unresolved Staff Comments.
Item 1C. Cybersecurity.
Item 2.
Item 3.
Item 4. Mine Safety Disclosures.
Properties.
Legal Proceedings.
Additional item: Executive Officers of the Registrant.
PART II
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
Securities.
[Reserved]
Item 6.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Item 8.
Item 9.
Item 9A. Controls and Procedures.
Item 9B. Other Information.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Financial Statements and Supplementary Data.
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Item 14. Principal Accountant Fees and Services.
Item 15. Exhibits, Financial Statement Schedules.
Exhibit Index.
PART IV
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Item 1. Business.
General Development of the Business.
PART I
UFP Industries, Inc. (“we” or “our”) is a holding company with subsidiaries throughout North America, Europe, Asia, and
Australia that design, manufacture and supply products made from wood, composites, and other materials to three markets:
retail, packaging, and construction. We are headquartered in Grand Rapids, Michigan. For more information about UFP
Industries, Inc., or our affiliated operations, go to www.ufpi.com.
Information relating to current developments in our business is incorporated by reference from our Annual Report to
Shareholders for the fiscal year ended December 30, 2023 ("2023 Annual Report") under the caption "Management’s
Discussion and Analysis of Financial Condition and Results of Operations." Selected portions of the 2023 Annual Report
are filed as Exhibit 13 with this Form 10-K Report.
Financial Information About Segments.
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 business segments consist of UFP Retail Solutions, UFP Packaging and UFP Construction and align with the end
markets we serve. Among other things, this structure allows for a specialized and consistent sales approach among
Company operations, efficient use of resources and capital, and quicker introduction of new products and services. We
manage the operations of our individual locations primarily through a market-centered reporting structure under which
each location is included in a business unit and business units are included in our Retail, Packaging, and Construction
segments. In the case of locations that serve multiple segments, results are allocated and accounted for by segment.
The exception to this market-centered reporting and management structure is our International segment, which comprises
our Mexico, Canada, Europe, Asia and Australia operations, and sales and buying offices in other parts of the world. Our
International segment and Ardellis, our insurance captive, are referred to as “All Other” throughout this report.
The Corporate segment includes purchasing, transportation, corporate ventures, and administrative functions that serve
our operating segments. Operating results of Corporate primarily consists of over (under) allocated costs. The operating
results of UFP Real Estate, Inc., which owns and leases real estate, and UFP Transportation Ltd., which owns, leases and
operates transportation equipment, are also included in Corporate. Inter-company lease and services charges are assessed
to our operating segments for the use of these assets and services at fair market value rates.
Narrative Description of Business.
Historically, we owned and operated a number of manufacturing facilities across North America that served our various
markets, and we managed those operations primarily on a geographic basis. As part of that structure, the managers of those
facilities and geographic business units were responsible for and compensated on the basis of each facility's, unit's, and
region's respective financial performance. This structure fostered a strong entrepreneurial and sales culture, as well as
significant revenue growth – from 2011 to 2019 our revenues increased from $1.8 billion to $4.4 billion. We believe that
the duration and durability of our relationships with many of our customers, which extend over several decades with certain
key customers, is a reflection of our strong sales culture and intense focus on providing custom solutions.
2
The growth in our business, and in the size and number of our customers, generated an increased need for a deeper
understanding of the markets we serve, as well as the need to offer more complete solutions, services, and products for
existing and prospective customers. That need, combined with our growth objectives, required a structure that would
reorient the company’s focus from geography to end markets. Our 2020 restructuring accomplished that objective and now
allows us to better serve our customers, recognize and exploit market opportunities, enhance the efficiency of our
operations, and improve the deployment of capital. At the same time, we continue to maintain our existing compensation
philosophy and practices of rewarding the financial performance of our plants, business units, and segments, based upon
pre-bonus operating profits and return on investment, to preserve our strong entrepreneurial and sales culture.
Our business segments are functionally interdependent and are supported by common corporate services, such as
accounting and finance, information technology, human resources, legal and compliance, and others. We regularly invest
in automation and create best practices to improve the efficiency of our manufacturing facilities across each of the
segments. The results and improvements from these investments are shared among the segments. This exchange of
improvements and ideas has also prompted better and faster innovation for new products, processes, and product
improvements.
Importantly, the restructuring allows us to better evaluate market conditions and opportunities, while effectively allocating
capital and resources to the appropriate segments and business units. Also, we believe that the diversification and manner
in which we operate our business provides an inherent hedge against the inevitable business cycles that our markets
experience and over which we have little control. Accordingly, our goal is to provide stable earnings and cash flows to our
shareholders. Our diversification and operating practices also mitigate the impact of volatile lumber market conditions
experienced by traditional lumber companies.
Retail Solutions segment. Our Retail Solutions segment is comprised of the following business units: ProWood,
Deckorators and UFP-Edge. The segment is focused on distinct product offerings which are grouped by brands and
business units. These groupings may change periodically as opportunities to gain efficiencies occur or development of
products that deliver increased scale and synergy are developed.
ProWood. Our ProWood business unit manufactures and sells pressure-treated lumber products, including
decking, fencing, and lattice, as well as decorative and functional lawn and garden products to building products retailers
across the nation. This business unit includes our branded ProWood line of pressure-treated and fire-retardant products
used primarily for outdoor decking environments, including associated accessories. It also includes our branded Outdoor
Essentials line of lawn and garden products, consisting of wood and vinyl fencing and lattice, garden beds and planters,
pergolas, picnic tables, and other landscaping products. Numerous pressure-treaters exist on local and regional scales with
none approaching the volume sold by UFP. We estimate we produce approximately 28% of all residential treated wood,
9% of all wood fencing, and 8% of all fire-retardant wood products.
Deckorators. This business unit includes the manufacture of wood plastic composite and our patented Surestone
mineral based composite decking and related decking accessories, including aluminum railing systems, balusters, post
caps, and similar products, as well as customized, aluminum fencing. Customers include big box home improvement
retailers, regional home centers and wholesale distributors. We estimate we manufacture 6% of all composite decking and
railing in the U.S.
UFP-Edge. This business unit manufactures and sells exterior siding, pattern, trim and facia products. These
products include traditional wood, engineered wood and modified wood siding with a variety of finish and profile
alternatives as well as primed wood trim boards and facia. It also includes interior pattern and trim products, as well as
pre-painted and primed shiplap and project boards. UFP-Edge is sold to home improvement retailers and two-step
distributors.
UFP Retail Solutions has numerous competitive advantages. We are not aware of any competitor that currently
manufactures, treats and distributes a full line of both value-added and commodity-based products, on a national basis, as
we do within this segment. We believe the breadth of our product offering, scale and geographic dispersion, proximity of
our plants to core customers and key vendors, product innovation initiatives, purchasing and manufacturing expertise,
procurement advantages, and service capabilities provide us a competitive edge in this market.
3
We supply customers in this segment from many of our locations. Our facilities supply mixed truckloads of products,
delivered to customers with rapid turnaround. Freight costs are a factor in the ability to competitively service this market,
especially with treated wood products due to their weight. The proximity of our manufacturing facilities to customer
locations is factored into annual sales programs. The Retail segment services two of our largest customers, The Home
Depot and Lowes, which accounted for approximately 17% and 12%, respectively, of our total net sales in fiscal 2023,
15% and 11%, respectively, in 2022, and 16% and 10%, respectively, in 2021.
See Note M "Segment Reporting" of our Annual Report to Shareholders for the fiscal year ended December 30, 2023 for
our disaggregated net sales by business unit for our Retail Solutions segment.
Packaging segment. Formerly known as our Industrial segment, it is comprised of the following business units: Structural
Packaging, PalletOne, and Protective Packaging Solutions.
Structural Packaging. This business unit designs, engineers, manufactures and tests custom packaging products
primarily made of wood and metal. These products are custom designed, often including mixed materials, and
manufactured based upon specific customer needs and requirements. We serve a wide variety of regional, national, and
global customers in several end markets such as building materials, durable goods, agricultural, moving and storage, heavy
equipment and automotive. We utilize combinations of various materials through industrial engineering and testing to
promote the best value and functionality for our customers. In Structural Packaging there are regional companies that
produce similar product lines, and small single-location competitors in most of our markets. We estimate our domestic
market share in Structural Packaging to be 10-12%.
PalletOne. This business unit designs and manufactures pallets primarily made of wood and heat-treated wood.
Our pallets are designed and manufactured in numerous sizes and configurations and are used by our customers for
shipping a wide assortment of consumer and industrial products. This business unit also includes a recycling operation of
previously used pallets. Keys to our success in this business unit are low-cost production through expanded automation,
including robotics and high efficiency pallet machines, and the procurement of competitively priced industrial grade wood
fiber. In 2022 the company acquired a 50% equity stake in Dempsey Wood Products, LLC, which produces pallet lumber
and other industrial wood products in Orangeburg, South Carolina. The lumber Dempsey produces is a crucial product for
pallet operations and has been in short supply as larger mills produce less of this type of lumber. PalletOne’s investment
in Dempsey helps it secure and grow a critical long-term supply source. There are numerous local and regional pallet
manufacturers that compete with PalletOne. We estimate that, as the largest supplier, we manufacture approximately 10%
of new machine-built pallets nationally.
Protective Packaging Solutions. This business unit consists of a wide variety of products, such as corrugate, foam,
labels, strapping and films. These products are primarily sold as additional offerings to our structural packaging products
and pallets and are generally sold as a means of providing a more complete solution to our customers' packaging needs
and requirements. Over the last five years, we have added additional products and services to this business unit to meet
the increasing demand of our customers to provide a wider array of innovative solutions to their packaging and shipping
needs. Through the acquisitions of Advantage Label in Grand Rapids, MI, and Titan Manufacturing, a highly-automated
corrugate converter in Flower Mound, TX, UFP has become a manufacturer of labels and corrugate boxes, two significant
growth categories for UFP Packaging.
Competitive advantages for UFP Packaging include: being a low cost pallet producer due to our supply agreements,
investments in vertical integration, and level of automation in our manufacturing plants; our scale and ability to serve large
global, national and regional customers; design and engineering expertise, coupled with our ability to manufacture
structural packaging with mixed materials, allowing us to provide creative, value-added solutions to our customers; single-
source supplier offering a wide breadth of products, allowing customers to buy more efficiently.
We plan to acquire companies across the industrial packaging spectrum with capabilities in product categories that allow
us to fill geographical gaps that enhance our ability to offer valuable packaging solutions to our customers.
See Note M "Segment Reporting" of our Annual Report to Shareholders for the fiscal year ended December 30, 2023 for
our disaggregated net sales by business unit for our Packaging segment.
4
Construction segment. Our construction segment is comprised of the following business units – Factory-Built Housing,
Site-Built Construction, Commercial Construction, and Concrete Forming.
Factory-Built Housing. This business unit designs and manufactures roof trusses, cut-to-size dimensional and
board lumber, plywood, and oriented strand board, all intended for use in the construction of manufactured housing. Our
customers in this market are producers of mobile, modular and prefabricated homes and, to a lesser extent, recreational
vehicles (RV) and cargo trailers. Our principal competitive advantages include our product knowledge, the strength of our
engineering support services, the proximity of our regional facilities to our customers, our purchasing and manufacturing
expertise and our ability to provide national sales programs to certain customers. As a result of these advantages, we
estimate we produce approximately 45% of all roof trusses used in factory-built housing in the United States. We also
distribute products such as siding, electrical, plumbing, and many other specialty products to factory-built housing and RV
customers. Customer vertical integration strategies have affected us in certain regions, and we’ve taken steps to mitigate
this risk by increasing our value as a supplier through innovation and low cost production.
Site-Built Construction. This business unit designs and manufactures roof and floor trusses, wall panels, I-joists
and lumber packages as well as engineered wood components used to frame residential and light commercial projects.
Recent acquisitions, including Atlantic Prefab, Inc., Exterior Designs, LLC, and Patriot Building Systems, LLC, and
Endurable Building Products have given the company manufacturing capability in alternate material components such as
metal trusses, sheathed and pre-finished light gauge metal wall panels and aluminum balconies, decks and rail accessories.
We’ve made a variety of investments in automation, allowing us to enhance efficiency and capacity in numerous UFP
Construction operations. Our recently launched proprietary smartphone application, TrussTrax, provides a convenient,
simple way for builders to track orders, shipments and engineered documents 24 hours a day, and has enjoyed wide
customer adoption. Our customers in this market are primarily large-volume, multi-tract builders and smaller volume
custom builders. We also supply builders engaged in multi-family and light commercial construction. We currently
estimate that approximately 65% of the unit's business is for single-family homes while 35% is for multi-family structures.
Competition in site-built construction consists of numerous national and regional building products dealers who also
manufacture components and/or provide framing services, as well as regional manufacturers of engineered wood
components. We believe our primary competitive advantages relate to the engineering and design capabilities of our staff,
purchasing and manufacturing expertise, product quality, timeliness of delivery, and financial strength, as well as providing
a comprehensive turn-key package, including installation in selected markets. As a result of these strengths, we estimate
we produce approximately 12% of all engineered wood components used in housing in the United States. Generally, terms
of sale and pricing are determined based on contracts we enter into with our customers. We currently supply customers in
these markets from manufacturing facilities in many different states, primarily located in the non-urban Northeast, mid-
Atlantic, Southeast, Texas, and Colorado. We have intentionally avoided markets that have experienced more severe
demand volatility for housing. Also, the states in which we have a presence are forecast to continue to benefit from
migration trends in the United States. Freight costs are a factor in the ability to competitively service this market due to
the space requirements of these products on each truckload. We also provide framing services for builders in certain
regional markets in which we erect the wood structure.
Commercial Construction. Our commercial construction business unit primarily includes the operations of idX
Holdings, Inc. idX is a designer, manufacturer and installer of highly customized interior fixtures, casework and
architectural millwork used in a variety of retail and commercial structures. This business unit serves customers throughout
North America and to a lesser extent, Asia and Europe, in healthcare, hospitality, quick service restaurants, retail, and
financial, offering comprehensive, streamlined solutions and customized products while managing programs from concept
through completion, on a global scale. We believe we are one of the top five custom interior environment providers
globally and the largest diversified custom solutions provider.
Concrete Forming. This business unit designs, manufactures and supplies wood forms and related products that
are used by our customers to set or form concrete for various structures, including large parking garages, stadiums,
commercial structures, and infrastructure projects such as bridges. Our customers in this business unit include general
contractors as well as distributors. We believe we are unique in our ability to deliver highly engineered, factory-built
solutions to job sites.
5
We believe the diversification of the end markets we serve in our Construction segment as well as the breadth of our
products and services represent a competitive advantage.
See Note M "Segment Reporting" of our Annual Report to Shareholders for the fiscal year ended December 30, 2023 for
our disaggregated net sales by business unit for our Construction segment.
UFP Purchasing/Suppliers. Our purchasing team manages and purchases wood fiber for each of our segments. The three
main end markets for softwood lumber in North America – retail, construction, and packaging – align with our three
business segments We are the largest converter of solid sawn softwood lumber from North American primary producers
(lumber mills). For 2023, we estimate we purchased approximately 8% of the 51.5 billion board feet of North America
softwood lumber production. The volume and variety of lumber dimensions purchased allows us to consume all grades
and dimensions of what many of our mill suppliers produce, effecting and maintaining long-term, beneficial relationships
with many of those suppliers. In turn, this has allowed us to better manage our raw materials inventory (including vendor-
managed inventory), lower our costs, and mitigate the volatility of lumber prices.
We use primarily southern yellow pine in our pressure-treating operations and our site-built housing, structural packaging,
and machine-built pallet operations in the Southeastern United States. Southern yellow pine is sourced from mills ranging
from Texas to the Carolinas. We also use spruce-pine-fir from both Eastern and Western Canada; hemlock, douglas fir
and cedar from the Pacific Northwest; inland species of pine, plantation grown radiata and southern yellow pines from
South America; and various European softwoods. During 2023 our annual purchases of lumber totaled approximately $2.2
billion and consisted of the following species and their respective percent of total lumber purchases: southern yellow pine
(69%), spruce-pine-fir (13%), and douglas fir (2%), while the remaining 16% of lumber purchases comprise various other
species and imports outside of North America. Additionally, we purchased approximately $571.7 million in plywood in
2023. There are numerous primary producers for all varieties we use, and we are not dependent on any particular source
of supply.
Intellectual Property. We own numerous patents and have several patents pending on technologies related to our business.
Examples include our Deckorators brand of composite decking and railing and its proprietary, patented Surestone
technology used to produce mineral-based composite decking; Trusstrax, mobile application offered to our Site-Built
customers; and the ProWood brand of pressure-treated lumber and outdoor living products. In addition, we own numerous
registered trademarks and claim common law trademark rights to several others. As we develop proprietary brands, we
may pursue registration or other formal protection. While we believe our patent and trademark rights are valuable, the loss
of a patent or any trademark would not be likely to have a material adverse impact on our competitive position.
Backlog. Due to the nature of our retail and industrial businesses, backlog information is not meaningful. The maximum
time between receipt of a firm order and shipment does not usually exceed a few days. Therefore, we would not normally
have a backlog of unfilled orders in a material amount. The relationships with our major customers are such that we are
either the exclusive supplier of certain products and/or certain geographic areas, or the designated source for a specified
portion of a customer's requirements. In such cases, either we are able to forecast the customer's requirements, or the
customer may provide an estimate of its future needs. In neither case, however, will we receive firm orders until just prior
to the anticipated delivery dates for the products ordered.
On December 30, 2023 and December 31, 2022, we estimate that backlog orders associated with our customized interior
fixture businesses approximated $59.2 million and $90.1 million, respectively. Cancelled orders have been removed from
the prior year figure.
On December 30, 2023 and December 31, 2022, we estimate that backlog orders associated with our site-built construction
businesses approximated $79.7 million and $91.1 million, respectively. We expect that the orders above will be primarily
filled within the next fiscal year; however, it is possible that some orders could be canceled.
Environmental. Information required for environmental disclosures is incorporated by reference from Note L of the
Consolidated Financial Statements presented under Item 8 herein.
6
Seasonality. Information required for seasonality disclosures is incorporated by reference from Item 1A. Risk Factors
under the caption “Seasonality and weather conditions, including those arising from climate change, could adversely affect
us.”
Human Capital Management. On December 30, 2023, we had approximately 15,800 employees. For nearly 70 years, the
success of our company has rested on the skill, motivation and performance of our employees. We treat our people honestly
and fairly, creating career paths and training opportunities to develop and expand their scope of responsibilities and
financial rewards. This approach to human capital, which is embedded in the Company's culture, has fostered an
environment where our employees often commit their respective careers to UFP Industries, Inc.
Environmental, Social, and Governance. Matters of sustainability, health and safety, employee welfare, supply chain
management, and community engagement are managed by our executive team, with oversight from our Nominating and
Corporate Governance and Personnel and Compensation Committees. In March 2023, we published on our website our
fiscal year 2022 “Governance Report,” detailing our responsible practices as well as our future outlook. We anticipate
publishing on our website our fiscal year 2023 Governance Report during the second quarter of 2024.
Our manufacturing operations have a long history of environmental stewardship through efficiency and energy savings,
waste management, and responsible product sourcing. We quantified our 2022 Scope 1 and Scope 2 greenhouse gas (GHG)
emissions in our fiscal year 2022 Governance Report and plan to disclose our 2023 Scope 1 and Scope 2 GHG emissions
in 2024.
We are driven by operational excellence throughout the enterprise and by cultivating a unique culture that provides
significant opportunity for professional and personal growth. In managing our human capital, we have focused our efforts
on employee health and safety, equal opportunity for all, and learning and development.
At UFP we welcome all who are willing to work hard. We do not discriminate in hiring, promotion, or opportunity – we
believe the best performers should be rewarded commensurately. We prefer hiring people with potential and helping them
grow and achieve their goals within our company. To provide opportunity to a broader base of our teammates we removed
the requirement of a 4-year degree for sales and management positions and give credit for work experience. We use our
internal training programs and UFP Business School to help employees gain functional knowledge and hone the skills and
competencies that allow them advancement to greater roles and responsibilities.
We have a long history of supporting talented and hard-working employees go from factory floor to management, sales
and operations roles. These transformations require diligence and dedication, and they demonstrate that regardless of
background, our teammates at UFP have a chance to make a better life for themselves and their families. We also recognize
the need to hire talented individuals from outside the company who bring special expertise and innovative skills to UFP.
Available Information.
Our Internet address is www.ufpi.com. Through our Internet website under "Financial Information" in the Investor
Relations section, we make available free of charge, as soon as reasonably practical after such information has been filed
with the SEC, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and
amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act. Also available
through our Internet website under "Our Company - Governance" is our Code of Ethics for Senior Financial Officers.
Reports to Security Holders.
Not applicable.
Enforceability of Civil Liabilities Against Foreign Persons.
Not applicable.
7
Item 1A. Risk Factors.
Pressures from various global and national macroeconomic events, including recessionary concerns, heightened
inflation, uncertainty regarding future interest rates, foreign currency exchange rate fluctuations, recent adverse
weather conditions, escalating tensions in the Middle East, the continuation of the Russia-Ukraine war, and potential
governmental responses to these events have created, and continue to create, significant economic uncertainty and
could materially and adversely impact our financial performance. The extent to which these macroeconomic pressures
may impact our business, results of operations, costs and financial condition will depend on future developments, which
continue to be highly uncertain and difficult to predict. While we have planned for and anticipate a mild U.S. recession
continuing into 2024, any one or more of the above macroeconomic factors could result in a more severe and longer
recessionary cycle, which would have an adverse and potentially material impact on our business and financial
performance.
We may be impacted by a significant change in the value of the U.S. dollar and our results of operations may be harmed
by currency fluctuations and inflation. We purchase a variety of raw materials and finished goods from sources around
the world and export certain products. The impact of a change in U.S. dollar exchange rates, and inflation, would impact
our import purchases and export sales, which totaled $391.2 million and $246.3 million, respectively, in 2023. In addition,
many of our packaging customers export their products; consequently, any adverse impact on those customers from
currency fluctuations and inflation may have an adverse impact on our sales to those customers.
Our growth may be limited by the customer demand in the markets we serve, including our construction market which
is highly cyclical. Our sales growth is dependent, in part, upon the growth of the markets we serve. If our markets do not
achieve anticipated growth, or if we fail to maintain our market share, financial results could be impaired.
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 and 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, cost of materials, and gross profits. Our
products are generally priced to the customer based on a quoted, fixed selling price or "indexed" to the Lumber Market
with a fixed dollar adder to cover conversion costs and profit. The impact on our profitability from changes in lumber
prices is discussed in the “Historical Lumber Prices” and "Impact of the Lumber Market on Our Operating Results"
captions of our Management’s Discussion and Analysis of Financial Condition and Results of Operations section under
Item 7 of this Form 10-K. Our lumber costs, including plywood, as a percentage of net sales were 43.5% in 2023.
A significant portion of our sales are concentrated with two customers. Our sales to The Home Depot and Lowes
comprised 17% and 12%, respectively, of our total net sales in fiscal 2023, 15% and 11%, respectively, in 2022, and 16%
and 10%, respectively, in 2021.
We may be impacted by vertical integration strategies. In certain markets and product lines, our customers or vendors
could pursue vertical integration strategies that could have an adverse effect on our sales. We strive to add value and be a
low-cost producer while maintaining competitive pricing in each of our markets to mitigate this risk.
We may be impacted by industry capacity of products we supply. From time to time, we may experience excess capacity
among suppliers of certain products in some of the markets we serve. Our selling prices and profitability are impacted
during periods of shortages or excess industry capacity relative to market demand. We may also experience limited
capacity among suppliers of certain products as a result of supply chain challenges, which may impact our profitability
and ability to meet sales objectives.
Our growth may be limited by our ability to make successful acquisitions. A key component of our growth strategy is to
complete business combinations. Business combinations involve inherent risks, including assimilation and successfully
managing growth. While we conduct extensive due diligence and have taken steps to ensure successful assimilation, factors
beyond our control could influence the relative success of these acquisitions.
8
We may be adversely affected by the impact of environmental and safety regulations. We are subject to the requirements
of federal, state, and local environmental and occupational health and safety laws and regulations. There can be no
assurance that we are at all times in complete compliance with all of these requirements. We have made and will continue
to make capital and other expenditures to comply with environmental regulations. If additional laws and regulations are
enacted, which restrict our ability to manufacture and market our products, including our treated lumber products, it could
adversely affect our sales and profits. Changes in the interpretation of existing laws could also adversely impact our
financial results.
Seasonality and weather conditions, including those arising from climate change, could adversely affect us. Some
aspects of our business are seasonal in nature and results of operations vary from quarter to quarter. In addition, the majority
of our products sold to the Retail and Construction markets are used or installed in outdoor construction applications;
therefore, short-term sales volume, productivity and gross profits can be negatively affected by adverse weather conditions,
particularly in our first and fourth quarters. To the extent changes in the world’s climate have a greater impact on adverse
weather conditions, we would expect more variability in our business operations and results. Climate change, which could
result in more and more severe and adverse weather events, would likely create greater volatility in our financial results.
In addition, it is possible that new legislation or regulation enacted to address the impact of climate change could increase
costs for us and our suppliers, including costs associated with raw materials, energy, production, transportation,
environmental monitoring and reporting, and capital expenditures.
Inbound and outbound transportation costs represent a significant part of our cost structure. An increase in fuel and
other operating expenses will significantly increase our costs. While we attempt to pass these costs along to our customers,
there can be no assurance that they would agree to these price increases. Our total inbound and outbound transportation
costs were approximately 9.4%, 7.4%, and 7.3% of net sales in 2023, 2022, and 2021, respectively.
New alternatives may be developed to replace traditional treated wood products. The manufacturers of wood
preservatives continue to develop new preservatives. While we believe treated products are reasonably priced relative to
alternative products such as composites or vinyl, new alternatives may impact the sales of treated wood products. In
addition, new preservatives could increase our cost of treating products in the future.
Cybersecurity breaches or a failure in our e-commerce operations could disrupt our business. We rely upon information
technology systems and network products and the secure operation of these systems and products. Despite security
measures, these systems and products may be vulnerable to physical damage, hackers, computer viruses, or breaches due
to errors or malfeasance by employees, vendors, or customers. We have experienced such events in the past and, although
past events were immaterial, future events may occur and may be material. Additionally, consumers are increasingly
shopping online and through mobile commerce applications. As a result, we are vulnerable to additional risks and
uncertainties associated with e-commerce sales, including rapid changes in technology, website downtime and other
technical failures, security breaches, cyber-attacks, consumer privacy concerns, changes in state tax regimes and
government regulation of internet activities. Our failure to successfully respond to these risks and uncertainties could
reduce our e-commerce sales and increase our costs, which could negatively impact our results of operations. In addition,
there is no guarantee that we will be able to expand our e-commerce business. Our competitors may have e-commerce
businesses that are substantially larger and more developed than ours, which could place us at a competitive disadvantage.
We may be impacted by new tariffs and duties on U.S. imports and foreign export sales. Instability of established free
trade agreements may lead to raw material and finished goods price volatility. An increase in foreign tariffs on U.S. goods
could curtail our export sales to other countries which was approximately $246.3 million in 2023. Increased tariffs and
duties on U.S. imports will increase pricing by adding duty cost, where the duty is sustainable in light of overall unit price,
or otherwise constrain supply by eliminating historical production sources by country or commodity type with
unsustainable duties. Our purchases that are impacted by tariffs were approximately $391.2 million in 2023, including
UFP’s U.S. import of Canadian Softwood Lumber of approximately $223.8 million, which is the largest imported
commodity. In addition, there is a risk that U.S. tariffs on imports and countering tariffs on U.S. exports could trigger
broader international trade conflicts that could adversely impact our business.
9
Our financial results could be negatively impacted by costs associated with product liability, casualty, manufacturing
and construction defects, and other claims. From time to time, we are exposed to claims relating to product liability,
casualty events, manufacturing and construction defects, and similar claims, including as the result of the conduct of our
employees and subcontractors. These claims could have a negative impact on our results of operation and financial
condition, including through increased litigation costs, insurance-related costs, and damage to our reputation and customer
relationships.
We may be adversely affected by the impact of pandemics and similar outbreaks. Disease outbreaks, such as the recent
COVID-19 pandemic, could have an adverse impact on the Company's operations and financial results. These outbreaks
may adversely impact our business, consolidated results of operations and financial condition. Any such outbreak, as well
as measures taken by governmental authorities and businesses to limit the spread of any outbreak, may result in adverse
changes in customer demand and our sales, interfere with the ability of our employees and suppliers to perform and
function in a manner consistent with targeted objectives and otherwise adversely impact the efficiency of our operations.
This may cause us to materially curtail certain segments and could have a material adverse effect on the results of our
operations and cash flow.
Adverse economic conditions and our customers’ ability to operate may impact their ability to pay. This may result in
higher write-offs of receivables than we normally experience. We continue to monitor our customers’ business activities,
payment patterns, and credit profiles carefully and make changes in our terms when necessary in response to this risk. As
a result, our accounts receivable aging as of December 30, 2023 was approximately 91% current. Our bad debt expense as
a percentage of sales was 0.03%, 0.15%, and 0.01%, in 2023, 2022, and 2021, respectively. During the most difficult
collection period of the Great Recession, from 2008 through 2010, our bad debt expense as a percentage of sales averaged
0.25%.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 1C. Cybersecurity.
Risk Management and Strategy.
Risks from Cybersecurity Threats. Information relating to risks from cybersecurity threats is included in this report in Item
1A under the caption “Cybersecurity breaches or a failure in our e-commerce operations and could disrupt our business.”
We manage and oversee a cybersecurity risk program designed to evaluate potential threats, vulnerabilities, and the
potential impact on our operations, data, and stakeholders. This program undergoes regular reviews and updates to address
emerging risks. Our process for addressing risk aligns with industry standards as outlined in the NIST Cybersecurity
Framework, NIST Risk Management Framework, and CIS Top 18 Security Controls.
We utilize a three-step process to effectively manage cybersecurity risks:
Identify We establish an understanding of our critical operational assets and those that could be attractive to potential
threat actors. We consider any cyber activity that could diminish an asset’s value, hinder our ability to use or access the
asset, or covertly allow a threat actor to gain access to an asset as a potential risk.
Assess We evaluate the exposure of our assets to identified cyber risks and the potential impacts on our operations or
reputation if we were unable to access or utilize an asset or realize its value, or if a threat actor gained access to an asset
or its value. We also assess the potential materiality of these risks based on their potential impact on our operations or
reputation.
10
Manage We apply a multi-layered defense strategy to maintain our ability to access or utilize an asset or its value and
prevent threat actors from gaining or increasing their access to an asset or its value. We prioritize our defensive
mechanisms, including administrative, procedural, and technical controls, based on their cost-effectiveness and their
ability to reduce risk.
Periodically, we engage consultants and other third parties to assist in the continued improvement of our cybersecurity
program. These engagements are designed to enhance our cybersecurity posture, and we work closely with these experts
to help us identify and address vulnerabilities. Examples of these engagements include penetration testing, risk
assessments, and cybersecurity control audits.
We maintain policies and procedures to oversee and identify cybersecurity risks associated with our third-party service
providers, especially those with access to customer and employee data. Our selection and oversight of these providers
incorporate cybersecurity considerations, including contractual and other mechanisms to mitigate and continually monitor
risks.
We undertake proactive activities to prevent, detect, and minimize the impact of cybersecurity incidents. We maintain an
incident response plan to respond to breaches and minimize disruption to our operations swiftly. The incident response
process is consistently tested and reviewed through simulated incidents. To bolster the incident response process, we have
business continuity, contingency, and recovery plans to ensure operational resilience during a cybersecurity incident.
Previous cybersecurity incidents guide continuous improvements in our governance, policies, procedures, and technology.
We use these lessons to strengthen our cybersecurity defenses.
Cybersecurity threats and risks, to include any previous cybersecurity incidents, have not materially affected, or are not
reasonably likely to materially affect, our business strategy, results of operations, or financial condition. We have not, as
of the date of this filing, experienced a cybersecurity breach that has materially affected our business or financial condition.
However, because our business involves the collection, transmission, and storage of certain customer and employee data,
it is possible that we could be susceptible to various cybersecurity threats, including cyberattacks, unauthorized access,
and similar events.
We are committed to the ongoing identification and management of cybersecurity risks as part of our business strategy,
financial planning, and capital allocation. We strive to incorporate cybersecurity considerations into all aspects of our
operations. As the cybersecurity landscape evolves, so does our strategy to identify and mitigate these risks. We
continuously work towards enhancing our processes to ensure an effective cybersecurity posture.
Board of Directors and Management Governance.
Board of Directors Oversight. We recognize the critical importance of cybersecurity and data protection and understand
the potential harm to our business from cybersecurity incidents. Accordingly, we place a high priority on mitigating risks
associated with cybersecurity threats and any cybersecurity incidents.
Company management maintains primary responsibility for the risk management of the Company, including cybersecurity
risks. The Board’s Audit Committee is responsible for the oversight of risks associated with cybersecurity threats. The
Audit Committee Charter provides that the Committee is responsible for reviewing management’s assessment of the
Company’s information technology process framework and practices and the controls implemented to monitor and
mitigate information technology risks. In addition, as part of the Audit Committee’s quarterly meetings and as provided
for in its Charter, the Committee receives reports and briefings from the Company’s Chief Information Officer (CIO),
Director of Cybersecurity, and management’s cybersecurity team. Those reports and briefings include management’s
review of emerging cybersecurity developments and threats, the Company’s risk relating to cybersecurity, and the
Company’s strategy to mitigate data protection and cybersecurity risks. The Audit Committee has the authority to obtain
advice and input from external cybersecurity resources to assist in its oversight functions.
Management’s Role. Our management team is actively engaged in assessing and managing material risks from
cybersecurity threats. We have established a robust framework for identifying, evaluating, and mitigating these risks.
11
Responsibility for Cybersecurity Risks. Our CIO has developed expertise in cybersecurity, compliance, enterprise
architecture and design, data analytics, digital transformation, and customer service through years of experience in the
information technology space. Our Director of Cybersecurity is designated as the senior executive responsible for
cybersecurity and reports directly to our CIO. He has a comprehensive information technology background with 30 years
of information technology experience, to include 10 years of systems architecture and design, 12 years of management,
and 14 years of service in managing, or assisting in managing, cybersecurity related risks.
To support the CIO and Director of Cybersecurity in managing cybersecurity risks, we established a cross-
functional cybersecurity team that includes experts in various aspects of information security. Combined, this team of
employees includes individuals with over 85 years of prior work experience in cybersecurity and data protection. These
individuals are responsible for the day-to-day implementation of our cybersecurity program.
Additionally, the cybersecurity management team regularly consults with additional resources, to include
attorneys, accountants, human resources personnel, and other information technology specialists, to determine materiality
for cybersecurity related risks and incidents. There is an established Incident Response Plan that clearly identifies
escalation measures based on the impact to our organization.
Processes for Monitoring and Mitigating Risks and Incidents. We employ a comprehensive set of processes to monitor
and mitigate cybersecurity risks. These processes include:
Continuous monitoring of network traffic and systems for signs of potential threats.
Regular vulnerability assessments and penetration testing to identify and address weaknesses.
Implementation of cybersecurity measures, such as firewalls, intrusion detection systems, and data encryption.
Employee training and awareness programs to educate staff about cybersecurity best practices.
Incident response plans to ensure swift and effective responses to cybersecurity incidents.
Software and Vendor Risk Assessments.
Vulnerability management solution to prioritize patches based on risk.
Privileged account management solutions for administrative access.
These processes are designed to prevent cybersecurity incidents, but also allows our organization to quickly detect and
respond to incidents if they do occur. They are regularly reviewed and updated to adapt to evolving cybersecurity threats.
If any incidents occur, we have a comprehensive Incident Response Plan in place. The Plan includes materiality qualifiers
based on the size and scope of the incident. Furthermore, there is an escalation matrix that identifies who is directly
involved with managing the incident based on the severity. An Incident Report is compiled for all incidents, regardless of
materiality. Management reviews the incident reports and ensures all incidents are mitigated and remediated effectively.
These reports are shared with the CIO, CFO, and Audit Committee so they can effectively manage resources to reduce
risk and prevent future incidents.
Reporting to the Board. As noted above, our CIO, Director of Cybersecurity, and cybersecurity team provide
quarterly updates and reports to our Audit Committee on cybersecurity risks as well as a review of the processes
described above. Our management personnel are also required to provide more frequent updates to the Audit Committee
on major developments regarding cybersecurity matters. The Committee, in turn, provides regular updates to the Board
on these matters.
12
Item 2. Properties.
Our corporate headquarters building is located in suburban Grand Rapids, Michigan. We currently have approximately
219 facilities located throughout the United States, Canada, Mexico, Europe, Asia, and Australia. Depending upon function
and location, these facilities typically utilize office, manufacturing, and indoor and outdoor storage space.
The following tables summarize our property locations assigned by the primary segment the plant serves.
Property Location
Athens, AL
Bartow, FL
Belchertown, MA
Bennett, IA
Bonner, MT
Brunswick, GA
Callao, VA
Dodgeville, WI
Elizabeth City, NC*
Fairless Hills, PA
Fort Worth, TX
Grand Rapids, MI
Greeneville, TN
Hamilton, OH
Hampton, VA
Hazelhurst, GA
Howell, MI
Idabel, OK
Janesville, WI*
Kearneysville, WV*
Lansing, MI*
Lockhart, FL
Louisville, AL
Matthews, NC
Property Location
Adairsville, GA
Ashburn, GA*
Auburndale, FL*
Barnesville, GA
Bartow, FL
Blanchester, OH
Blue Island, IL*
Burnsville, MN
Butner, NC
Chaffee, NY
Chandler, AZ*
Chase City, VA
Clarksville, TX
Clearfield, UT*
Dallas, TX
Delano, PA
Douglas, GA*
Eatonton, GA
Flower Mound, TX
Forsyth, GA
Franklinton, NC*
Gilmer, TX
Grand Rapids, MI
Grandview, TX
Harrisonville, MO*
RETAIL SEGMENT
Number of Properties
1
2
1
1
2
1
1
1
1
1
1
1
1
1
1
1
2
1
1
2
1
1
1
1
Property Location
Miami, FL*
Moneta, VA
Mosheim, TN
Moultrie, GA
Ponce, PR
Poulsbo, WA
Prairie du Chien, WI
Rancho Cucamonga, CA*
Ranson, WV*
Ringgold, GA
Rockledge, FL
Rockwell, NC
Saginaw, TX*
Schertz, TX*
Selma, AL
Silsbee, TX
Stockertown, PA
Tampa, FL
Thomaston, GA
Tipton, IA
Union City, GA*
White Bear Lake, MN*
White Pigeon, MI
Windsor, CO*
TOTAL
PACKAGING SEGMENT
Number of Properties
1
1
1
1
2
1
1
1
1
1
1
1
1
1
1
1
1
2
2
1
1
1
2
5
1
Property Location
Martin, TN
McMinnville, OR*
Milwaukee, WI
Minneota, MN*
Mocksville, NC
Morristown, TN
Muscle Shoals, AL
Nappanee, IN
New Boston, TX
New London, WI
Newnan, GA
Newton, NC
Orangeburg, SC
Parker, PA
Peru, IL
Port Arthur, TX
Prattville, AL
Riverside, CA*
Robertsdale, AL
Rowesville, SC
Salina, KS*
Salisbury, NC*
Sharon, TN
Shawnee, OK
Shipshewana, IN
13
Number of Properties
1
1
1
1
1
1
1
1
1
1
1
1
1
1
2
1
1
2
1
1
1
1
1
1
54
Number of Properties
1
1
2
1
1
1
2
1
1
2
2
1
1
1
1
1
1
1
1
1
1
1
2
1
1
Hartford, WI
Hazelhurst, GA
Kansas City, MO
Lawrenceburg, TN
Livermore Falls, ME
Magna, UT*
Marietta, GA
Property Location
Athena, OR
Auburn, NY
Aurora, CO
Bangalore, India
Belchertown, MA
Berlin, NJ
Berthoud, CO
Bridgeton, MO
Brooklyn Center, MN
Burlington, NC
Cedar Hill, TX
Chesapeake, VA
Chicago, IL
Chicopee, MA
Clinton, NC
Conway, SC
Cordele, GA
Dayton, OH
DuBois, PA
Edwardsburg, MI*
Elkhart, IN
Folkston, GA
Fredericksburg, VA
Gordon, PA*
Granger, IN*
Haleyville, AL*
Hillsboro, TX*
Hudson, NY
1
1
1
1
1
1
1
Siler City, NC
Snohomish, WA*
Thornton, CA*
Warrens, WI*
Wenatchee, WA
Woodburn, OR*
Yakima, WA
TOTAL
CONSTRUCTION SEGMENT
Number of Properties
1
1
1
1
1
2
1
1
1
2
1
1
1
1
1
1
1
2
1
1
2
2
1
1
1
1
1
1
Property Location
Jefferson, GA
Jeffersonville, IN
Kyle, TX
Lafayette, CO
Lenoir City, TN
Liberty, NC
Locust, NC
Londonderry, NH
Nampa, ID*
Naugatuck, CT
New London, NC*
New Waverly, TX*
New Windsor, MD
Ontario, CA
Ooltewah, TN
Pearisburg, VA*
Plainville, MA
San Antonio, TX
Shippenville, PA
Sidney, NY
Stafford, TX
Stanfield, NC
Swindon, United Kingdom
Temple, TX
Washington, NC
Westbury, NY
Wilton, NH
Wujinang, China
TOTAL
ALL OTHER SEGMENT
1
1
1
1
1
1
1
77
Number of Properties
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
2
1
1
1
1
1
1
62
Property Location
Abu Dhabi, United Arab Emirates
Apaseo el Grande, Mexico
Bangalore, India
Carole Park, Australia
Castellón, Spain
Chennai, India
Coimbatore, India
Deer Park, Australia
Dubai, United Arab Emirates
Durango, Mexico
Number of Properties
1
1
3
1
1
1
1
1
1
2
Property Location
Erskine Park, Australia
Noida, India
Guntur, India
Hyderabad, India
Lacolle, Canada
Mordialloc, Australia
Nuevo Leon, Mexico
Port Melbourne, Australia
Pune, India
Vadodara, India
TOTAL
Number of Properties
1
1
1
1
1
1
1
1
1
1
23
CORPORATE SEGMENT
Property Location
Grand Rapids, MI
Spring Lake, MI
TOTAL
Number of Properties
2
1
3
* Due to the nature of our business and historical operating strategy, many of our locations service more than one segment.
We own all of our properties, free from any significant mortgage or other encumbrance, except for approximately 74
facilities which are leased. We believe all of these operating facilities are adequate in capacity and condition to service our
existing markets.
14
Item 3. Legal Proceedings.
Information regarding our legal proceedings is set forth in Note L of our Consolidated Financial Statements which are
presented under Item 8 of this Form 10-K and are incorporated herein by reference.
Item 4. Mine Safety Disclosures.
Not applicable.
Additional Item: Executive Officers of the Registrant.
Our executive officers are appointed annually by our Board of Directors. There are no family relationships among these
officers and our directors nor any arrangement or understanding between any of these officers and any other person
pursuant to which the officer was appointed.
The following table lists the names, ages, and positions of our executive officers as of February, 2024.
Name
Matthew J. Missad
Michael R. Cole
Patrick M. Benton
Scott A. Worthington
William D. Schwartz, Jr.
David A. Tutas
Age
63
57
54
53
46
54
Position
Chairman of the Board and Chief Executive Officer
Chief Financial Officer and Treasurer
President of UFP Construction, LLC
President of UFP Packaging, LLC
President of UFP Retail Solutions, LLC
General Counsel, Chief Compliance Officer and Secretary
Matthew J. Missad joined us in 1985. In February 1996, Mr. Missad was promoted to Executive Vice President of the
Company. On July 13, 2011, Mr. Missad became Chief Executive Officer of the Company.
Michael R. Cole joined us in 1993 from the international public accounting firm Deloitte & Touche. In December 1999,
he was promoted to Vice President of Finance. On July 19, 2000, Mr. Cole became Chief Financial Officer of the
Company.
Patrick M. Benton joined us in 1993. In 2008 he became Operations Vice President of the South Texas Region, and on
July 1, 2014, he became Executive Vice President of UFP Eastern Division – North. On February 1, 2017, Mr. Benton
became President of the UFP Northern Division, and on January 1, 2020, he became President of UFP Construction, LLC.
Scott A. Worthington joined us in 1997. In 2014, he was promoted to Regional Vice President of the South Texas Region.
On January 1, 2020, he became President of UFP Packaging, LLC.
William D. Schwartz, Jr. joined us in 1998. He became Operations Vice President in 2014 and Executive Vice President
of Purchasing and Transportation in 2020. On July 1, 2022, he became Executive Vice President of Operations Services
and on September 26, 2022, he became President of UFP Retail Solutions, LLC.
David A. Tutas joined us in 2003 as a staff counsel. In 2007, he was promoted to Director of Legal Services. On August
1, 2011, he was promoted to General Counsel. On January 18, 2013, he became Secretary of the Company, and on February
1, 2019, he became Chief Compliance Officer.
The following information items in this Part II, which are contained in the 2023 Annual Report, are specifically
incorporated by reference into this Form 10-K Report. These portions of the 2023 Annual Report that are specifically
incorporated by reference are filed as Exhibit 13 with this Form 10-K Report.
PART II
15
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
Securities.
(a) The information relating to market, holders and dividends is incorporated by reference from the 2023 Annual Report
under the captions "Market Information for Our Common Stock" and “Stock Performance Graph.” As of February 3,
2024, there were approximately 2,566 record holders of our common stock.
There were no sales of securities by the Company during fiscal 2023 that were not registered under the Securities Act
of 1933.
(b) Not applicable.
(c) Issuer purchases of equity securities during the fourth quarter:
Fiscal Month
October 1 - November 4, 2023
November 5 - December 2, 2023
December 3 - 30, 2023
(1)
208,057
—
—
(2)
(3)
(4)
96.48 208,057 $ 173,335,471
— 173,335,471
— 173,335,471
—
—
(1) Total number of shares purchased.
(2) Average price paid per share.
(3) Total number of shares purchased as part of publicly announced plans or programs.
(4) Approximate dollar value of shares that may yet be purchased under the plans or programs.
On and effective as of July 26, 2023, our board authorized the repurchase of up to $200 million worth of shares of our
common stock through the period ending July 31, 2024, which supersedes and replaces prior authorizations.
Item 6. [RESERVED.]
Not applicable.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The information required by this item is incorporated by reference from the 2023 Annual Report under the caption
"Management’s Discussion and Analysis of Financial Condition and Results of Operations."
Item 7A. 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 enter into any material interest rate swaps,
futures contracts or options on futures, or other types of derivative financial instruments to mitigate this risk.
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.
On December 30, 2023, the estimated fair value of our long-term debt, including the current portion, was $241.4 million.
The estimated fair value is based on rates anticipated to be available to us for debt with similar terms and maturities. The
estimated fair value of notes payable included in current liabilities and the revolving credit facility approximated the
carrying values as these debt instruments have interest rates that fluctuate with current market conditions.
16
Expected cash flows over the next five years related to debt instruments, excluding debt issuance costs, are as follows:
($US equivalents, in thousands)
Long-term Debt:
Fixed Rate ($US)
Average interest rate
Variable Rate ($US)
Average interest rate(1)
2024
2025
2026
2027
2028
Thereafter
Total
$ 40,098 $ 671 $ 194 $ 212 $ 40,232
$ 185,383 $ 266,790
4.01 % 9.45 % 9.45 %
—
$ 2,802 $ — $ — $ 3,692
9.45 %
— %
— %
$
5.44 %
4.27 %
—
$
— %
3.36 %
3,300 $
3.33 %
9,794
(1) Average of rates at December 30, 2023
Item 8. Financial Statements and Supplementary Data.
The information required by this Item is incorporated by reference from the 2023 Annual Report under the following
captions:
"Report of Independent Registered Public Accounting Firm"
"Report of Independent Registered Public Accounting Firm"
"Consolidated Balance Sheets"
"Consolidated Statements of Earnings and Comprehensive Income"
"Consolidated Statements of Shareholders’ Equity"
"Consolidated Statements of Cash Flows"
"Notes to Consolidated Financial Statements"
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, referred to herein as “Disclosure Controls”)
as of the end of the period covered by this Annual Report on Form 10-K. The controls evaluation was performed under
the supervision and with the participation of management, including our Chief Executive Officer (CEO) and Chief
Financial Officer (CFO). Based upon our most recent evaluation, we have concluded that the consolidated financial
statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position,
results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted
in the United States of America (“U.S. GAAP”).
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act and based upon the criteria established in Internal Control
— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our
internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our
management assessed the effectiveness of our internal control over financial reporting as of December 30, 2023. Based on
this assessment, our internal control over financial reporting was effective as of December 30, 2023.
17
Deloitte & Touche LLP, our independent registered public accounting firm, has audited the effectiveness of our
internal control over financial reporting as of December 30, 2023. Deloitte & Touche LLP's opinion, as stated in their
report which appears on page 20 of this Form 10-K, is consistent with management's report on internal control over
financial reporting as set forth above.
Changes in internal control over financial reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended
December 30, 2023, that materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
Item 9B. Other Information.
During the quarter ended December 30, 2023, no director or officer adopted or terminated a “Rule 10b5-1 trading
arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
Item 10. Directors, Executive Officers and Corporate Governance.
PART III
Information relating to our directors, compliance with Section 16(a) of the Securities Exchange Act of 1934 and various
corporate governance matters is incorporated by reference from our definitive Proxy Statement for the year ended
December 30, 2023 for the 2024 Annual Meeting of Shareholders, to be filed with the Commission ("2024 Proxy
Statement"), under the captions "Election of Directors," "Corporate Governance and Board Matters," and "Delinquent
Section 16(a) Reports." Information relating to executive officers is included in this report in the last Section of Part I
under the caption "Additional Item: Executive Officers of the Registrant." Information relating to our code of ethics is
included in this report in Part I, Item 1 under the caption “Available Information”.
Item 11. Executive Compensation.
Information relating to director and executive compensation is incorporated by reference from the 2024 Proxy Statement
under the caption "Executive Compensation." The "Personnel and Compensation Committee Report" included in the 2024
Proxy Statement is incorporated by reference for the purpose of being furnished herein and is not and shall not be deemed
to be filed under the Securities Exchange Act of 1934, as amended.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.
Information relating to security ownership of certain beneficial owners and management is incorporated by reference from
our 2024 Proxy Statement under the captions "Ownership of Common Stock" and "Securities Ownership of Management."
18
Information relating to securities authorized for issuance under equity compensation plans as of December 30, 2023, is as
follows:
Number of shares
remaining
available for
future issuance
under equity
compensation
plans [excluding
shares reflected in
Number of Weighted
average
exercise
price of
outstanding
options,
warrants,
shares to be
issued upon
exercise of
outstanding
options,
warrants,
and rights
(a)
and rights
column (a)] (1)
Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders
— $
none
—
2,132,181
(1) The number of shares remaining available for future issuance under equity compensation plans, excluding outstanding
options, warrants, or similar rights, as of December 30, 2023, is as follows: 128,821 shares for our Employee Stock
Purchase Plan, 167,372 shares for our Director Compensation Plan, and 10,073 shares for our Employee Stock Gift
Program. In addition, of the remaining 1,825,915 shares available for future issuance under our Long-Term Stock
Incentive Plan, those awards may be made in the form of options as well as stock appreciation rights, restricted stock,
performance shares, or other stock-based awards. See Note H "Common Stock" of our 2023 Annual Report for
information regarding these plans.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Information relating to certain relationships and related transactions, and director independence is incorporated by
reference from the 2024 Proxy Statement under the captions "Election of Directors", “Affirmative Determination
Regarding Director Independence and Other Matters” and "Related Party Transactions."
Item 14. Principal Accountant Fees and Services.
Information relating to the types of services rendered by our Independent Registered Public Accounting Firm and the fees
paid for these services is incorporated by reference from our 2024 Proxy Statement under the caption "Independent
Registered Public Accounting Firm – Disclosure of Fees.”
19
Item 15. Exhibits, Financial Statement Schedules.
PART IV
(a)
1. Financial Statements. The following are incorporated by reference, under Item 8 of this report, from the 2023
Annual Report:
Management’s Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Earnings and Comprehensive Income
Consolidated Statements of Shareholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
2. Financial Statement Schedules. All schedules required by this Form 10-K Report have been omitted
because they were inapplicable, included in the Consolidated Financial Statements or Notes to Consolidated
Financial Statements, or otherwise not required under instructions contained in Regulation S-X.
3. Exhibits. Reference is made to the Exhibit Index which is included in this Form 10-K Report.
Reference is made to the Exhibit Index which is included in this Form 10-K Report.
Not applicable
(b)
(c)
20
EXHIBIT INDEX
Exhibit # Description
3
Articles of Incorporation and Bylaws.
(a)
(b)
Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 of the
Registrant's Current Report on Form 8-K filed on May 3, 2022).
Amended Bylaws (incorporated by reference to Exhibit 3(b) of the Registrant's Annual Report on
Form 10-K for the year ended December 31, 2016).
4
Instruments Defining the Rights of Security Holders.
(a)
Description of Registrant’s Securities (incorporated by reference to Exhibit 4(b) of the Registrant's
Annual Report on Form 10-K for the year ended December 30, 2023).
10
Material Contracts.
(a)
Credit Agreement dated November 1, 2018 incorporated by reference to Exhibit 10(i)(2) of the
Registrant's Current Report on Form 8-K filed November 2, 2018).
(i)
(ii)
First Amendment to Credit Agreement dated February 19, 2021 (incorporated by reference
to Exhibit 10(a) of the Registrant's Quarterly Report on Form 10-Q filed May 5, 2021).
Second Amendment to Credit Agreement dated December 6, 2022 (incorporated by reference
to Exhibit 10(l) of the Registrant's Current Report on Form 8-K filed December 12, 2022).
(iii) Third Amendment to Credit Agreement dated August 11, 2023.
(b)
Form of Indemnity Agreement entered into between the Registrant and each of its directors
(incorporated by reference to Exhibit 10(b) of a Registration Statement on Form S-1 filed by the
Registrant on September 28, 1993).
*(c)
UFP Industries, Inc. Deferred Compensation Plan (as conformed through 2023-1 Amendment
effective January 1, 2024).
*(d)
UFP Industries, Inc. Executive Stock Grant Program.
*(e)
*(f)
Second Restatement of the UFP Industries, Inc. Director Compensation Plan.
UFP Industries, Inc. Long-Term Stock Incentive Plan (as conformed through the 2023 Amendment
to the UFP Industries, Inc. Long-Term Incentive Plan effective October 24, 2023).
*(g)
Form of Restricted Stock Grant Agreement issued pursuant to the Long-Term Incentive Plan.
*(h)
Form of Performance Share Award Agreement issued pursuant to the Long-Term Incentive Plan.
13
Selected portions of the Company’s Annual Report to Shareholders for the fiscal year ended December 30,
2023.
21
23
24
Subsidiaries of the Registrant.
Consent of Deloitte & Touche LLP.
Power of Attorney (included on page 23).
21
31
Certifications.
(a)
(b)
Certificate of the Chief Executive Officer of UFP Industries, Inc., pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
Certificate of the Chief Financial Officer of UFP Industries, Inc., pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
32
Certifications.
(a)
(b)
Certificate of the Chief Executive Officer of UFP Industries, Inc., pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
Certificate of the Chief Financial Officer of UFP Industries, Inc., pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
97
101
Amended and Restated UFP Industries, Inc. Clawback Policy.
Interactive Data File in iXBRL (Inline eXtensible Business Reporting Language).
(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.
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL document).
Indicates a compensatory arrangement.
22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: February 28, 2024
UFP INDUSTRIES, INC.
By: /s/ Matthew J. Missad
Matthew J. Missad,
Chairman of the Board,
Chief Executive Officer and
Principal Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on this
28th day of February, 2024, by the following persons on behalf of us and in the capacities indicated.
By: /s/ Matthew J. Missad
Matthew J. Missad,
Chairman of the Board,
Chief Executive Officer and
Principal Executive Officer
/s/ Michael R. Cole
Michael R. Cole,
Chief Financial Officer,
Principal Financial Officer and
Principal Accounting Officer
Each Director whose signature appears below hereby appoints Matthew J. Missad and Michael R. Cole, and each
of them individually, as his or her attorney-in-fact to sign in his or her name and on his or her behalf as a Director, and to
file with the Commission any and all amendments to this report on Form 10-K to the same extent and with the same effect
as if done personally.
/s/ Joan A. Budden
Joan A. Budden, Director
/s/ Benjamin J. McLean
Benjamin J. McLean, Director
/s/ Matthew J. Missad
Matthew J. Missad, Director
/s/ Mary Tuuk Kuras
Mary Tuuk Kuras, Director
/s/ Michael G. Wooldridge
Michael G. Wooldridge, Director
/s/ William G. Currie
William G. Currie, Director
Bruce A. Merino, Director
/s/ Thomas W. Rhodes
Thomas W. Rhodes, Director
/s/ Brian C. Walker
Brian C. Walker, Director
23
UFP INDUSTRIES, INC.
FINANCIAL INFORMATION
Table of Contents
Exhibit 13
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Report of Independent Registered Public Accounting Firm – Opinion on Internal Control over Financial
Reporting (PCAOB ID 34)
Report of Independent Registered Public Accounting Firm – Opinion on the Financial Statements (PCAOB
ID 34)
Consolidated Balance Sheets as of December 30, 2023 and December 31, 2022
Consolidated Statements of Earnings and Comprehensive Income for the Years Ended December 30, 2023,
December 31, 2022, and December 25, 2021
Consolidated Statements of Shareholders’ Equity for the Years Ended December 30, 2023, December 31,
2022, and December 25, 2021
Consolidated Statements of Cash Flows for the Years Ended December 30, 2023, December 31, 2022, and
December 25, 2021
Notes to Consolidated Financial Statements
Market Information for our Common Stock
Stock Performance Graph
Directors and Executive Officers
Shareholder Information
2
22
23
25
26
27
28
29
54
54
55
56
UFP INDUSTRIES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
UFP Industries, Inc. is a holding company with subsidiaries throughout North America, Europe, Asia, and Australia that
design, manufacture, and supply products made from wood, wood and non-wood composites, and other materials to three
markets: retail, packaging, and construction. We are headquartered in Grand Rapids, Mich. For more information about
UFP Industries, Inc., or its affiliated operations, 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.
We do 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 currency and inflation; fluctuations in the price of lumber; adverse economic conditions in the markets we
serve; concentration of sales to customers; vertical integration strategies; excess capacity or supply chain challenges; our
ability to make successful business acquisitions; government regulations, particularly involving environmental and safety
regulations; adverse or unusual weather conditions; inbound and outbound transportation costs; alternatives to replace
treated wood products; cybersecurity breaches; tariffs on import and export sales; costs associated with product liability,
casualty, manufacturing and construction defects, and other claims; and potential pandemics. Certain of these risk factors
as well as other risk factors and additional information are included in our reports on Form 10-K and 10-Q on file with the
Securities and Exchange Commission. We are pleased to present this overview of 2023.
Our results for 2023 were impacted by the following:
OVERVIEW
Our net sales decreased 25% compared to 2022, which was comprised of a 16% decrease in selling prices and a
9% decrease in unit sales. The overall decrease in our selling prices is primarily due to lower lumber prices and
a more competitive pricing environment in certain of our business units. The overall unit decline consists of a 6%
decrease in our retail segment, a 6% decrease in our packaging segment, and a 13% decrease in our construction
segment. Acquired businesses contributed 2% unit growth in our packaging segment.
Our gross profits decreased by $370.5 million, or 20.7%, compared to last year, exceeding our 9% decline in unit
sales. By segment, gross profits decreased by $203 million in Construction and $171 million in Packaging, while
Retail experienced a $33 million increase in gross profits. The overall decrease in our gross profits is primarily
due to the decline in unit sales, unfavorable cost variances as a result of fixed manufacturing costs, and more
competitive pricing in certain business units. These unfavorable factors were partially offset by more favorable
lumber price trends in 2023 on products sold in our Retail segment that are based on variable selling prices. The
remaining decline in our gross profits is primarily due to our International segment, which is presented under “All
Other” in the segment reporting tables below.
2
UFP INDUSTRIES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our operating profits decreased $304 million, or 32.0%, compared to last year. The overall decrease is a result of
the decline in gross profits mentioned above offset by a $65 million decrease in selling, general, and
administrative (“SG&A”) expenses. Our SG&A declined primarily due to our incentive compensation plans
which are tied to profitability and return on investment. More specifically, our sales incentive expense declined
by $30 million to approximately $59 million for the year and bonus expense declined by $54 million to $175
million for the year. Our decremental operating margin comparing our decrease in operating profits relative to
our decrease in net sales was 12.6%.
Our cash flows from operations in 2023 was $959.9 million compared to $831.6 million in 2022. The $128 million
improvement resulted from the change in our investment in net working capital, which was $300 million lower
in 2023 than it was in 2022 resulting in an increase in operating cash flows, offset by a $172 million decrease in
net earnings and non-cash expenses compared to the prior year. Our investment in net working capital has
declined primarily due to a decline in market demand in the industries we serve as well a decline in the cost of
lumber.
We invested $180.4 million in capital expenditures to support and grow our existing businesses and invested
$52.4 million in an acquired business.
We returned $68.2 million to our shareholders through dividends and repurchased approximately 975,000 shares
of our common stock for $82.1 million, at an average price of $84.27 per share.
Our net surplus cash (cash less debt and cash overdraft) at the end of 2023 was $841.9 million compared to $281.4
million at the end of 2022. Our unused borrowing capacity under our revolving credit facility and a shelf
agreement with certain lenders along with our cash surplus resulted in total liquidity of approximately $2.4 billion
at the end of December 2023. We plan to continue to pursue a balanced and return driven approach to capital
allocation focused on continuing to increase our dividend at a rate that is aligned with our anticipated long-term
earnings growth rate, repurchasing our common stock to offset dilution from issuances under our equity-based
compensation programs, making capital investments needed to execute our organic growth and operating
improvement strategies, and completing business acquisitions that complement our existing businesses and
provide new avenues for growth.
3
UFP INDUSTRIES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
HISTORICAL LUMBER PRICES
The following table presents the Random Lengths framing lumber composite price.
January
February
March
April
May
June
July
August
September
October
November
December
Year-to-date average
Year-to-date percentage change
Random Lengths Composite
Average $/MBF
$
2023
386 $
437
411
420
400
398
455
430
430
400
371
383
2022
1,112
1,225
1,321
1,051
948
670
621
625
556
503
483
420
$
410 $
795
(48.4)%
In addition, a Southern Yellow Pine (“SYP”) composite price, which we prepare and use, is presented below. Our
purchases of this species comprise almost two-thirds of our total lumber purchases.
January
February
March
April
May
June
July
August
September
October
November
December
Year-to-date average
Year-to-date percentage change
$
Southern Yellow Pine
Average $/MBF
2023
406 $
452
464
474
437
427
442
417
424
396
355
369
2022
1,010
1,115
1,198
902
732
574
547
589
533
490
472
445
$
422 $
717
(41.1)%
Lower overall lumber prices in 2023 compared to 2022 is primarily due to increased capacity of the supply of lumber in
North America combined with an increase in imports from other countries while demand for lumber has declined. A
change in lumber prices impacts our profitability of products sold with fixed and variable prices, as discussed below.
4
UFP INDUSTRIES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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, including plywood
and other panel products, were 43.5% and 49.6% of our net sales in 2023 and 2022, respectively.
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.
Products with fixed selling prices. These products include value-added products, such as manufactured items,
sold within all segments. Prices for these products are generally fixed at the time of the sales quotation for a
specified period of time. In order to reduce any exposure to adverse trends in the price of component lumber
products, we attempt to lock in costs with our suppliers or purchase necessary inventory for these sales
commitments. The time period limitation eventually allows us to periodically re-price our products for changes
in lumber costs from our suppliers.
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, panel goods, other commodity-
type items, 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. We believe our
sales of these products are at their highest relative level in our second quarter, primarily due to pressure-treated
lumber sold in our retail segment.
For each of the product pricing categories above, our margins are exposed to changes in the trend of lumber prices. As a
result of the balance in our net sales of each category we believe our gross profits are more stable than those of our
competitors who are less diversified.
The greatest risk associated with changes in the trend of lumber prices is on the following products:
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 21% of our
total net sales in 2023. This exposure is less significant with remanufactured lumber, panel goods, other
commodity-type items, and trusses sold to the manufactured housing market due to the higher rate of inventory
turnover. We attempt to mitigate the risk associated with treated lumber through inventory consignment programs
with our vendors. We estimate that 18% of our total purchases for 2023 were completed under these 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.)
5
UFP INDUSTRIES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Products with fixed selling prices sold under long-term supply arrangements, particularly those involving multi-
family construction projects. We attempt to mitigate this risk through our purchasing practices and longer vendor
commitments.
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.
Lumber cost
Conversion cost
= Product cost
Adder
= Sell price
Gross margin
Period 1
$
Period 2
$
300
50
350
50
$
400
12.5 %
400
50
450
50
500
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 and operating margins are negatively impacted during periods of high lumber prices;
conversely, we experience margin improvement when lumber prices are relatively low. As a result of this factor, we believe
it is useful to compare our change in units sold with our change in gross profits, selling, general, and administrative
expenses, and operating profits as presented in the following table.
Units sold
Gross profit
Selling, general, and administrative expenses
Earnings from operations
Annual Percentage Change from
Prior Year Ended
December 30,
2023
(9.0)%
(20.7)
(7.9)
(32.0)
December 31,
2022
2.0 %
27.2
22.0
28.8
It is our long-term goal to increase our gross profits and earnings from operations at a rate of growth that exceeds our unit
sales growth, or in other words, increase our profit per unit sold. We also have a long-term goal of improving our
efficiencies and leveraging the fixed costs in our selling, general, and administrative expenses as we grow, which would
result in a rate of growth of these expenses which is less than our unit sales growth resulting in a lower cost per unit.
BUSINESS COMBINATIONS AND ASSET PURCHASES
We completed one business acquisition during 2023 and four during 2022. The annual historical sales attributable to
acquisitions in 2023 and 2022 were approximately $38.0 million and $177.8 million, respectively. These business
combinations were not significant to our operating results individually or in aggregate; consequently pro forma results for
2023 and 2022 are not presented.
See Notes to Consolidated Financial Statements, Note C, "Business Combinations" for additional information.
6
UFP INDUSTRIES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table presents, for the periods indicated, the components of our Consolidated Statements of Earnings as
a percentage of net sales. See “Impact of the Lumber Market on our Operating Results”.
Net sales
Cost of goods sold
Gross profit
Selling, general, and administrative expenses
Other losses (gains), net
Earnings from operations
Other (income) expense, net
Earnings before income taxes
Income taxes
Net earnings
Less net earnings attributable to noncontrolling interest
Net earnings attributable to controlling interest
Note: Actual percentages are calculated and may not sum to total due to rounding.
Year Ended
December 30, December 31,
2023
100.0 %
80.3
19.7
10.6
0.1
9.0
(0.3)
9.3
2.2
7.1
—
7.1 %
2022
100.0 %
81.4
18.6
8.6
0.1
9.9
0.2
9.7
2.4
7.3
(0.1)
7.2 %
The following table presents, for the periods indicated, our selling, general, and administrative (SG&A) costs as a
percentage of gross profit. We believe this ratio provides an enhanced view of our effectiveness in managing these costs
given our strategies to enhance our capabilities and improve our value-added product offering and recognizing the higher
relative level of SG&A these strategies require, and mitigates the impact of changing lumber prices.
Gross profit
Selling, general, and administrative expenses
SG&A as percentage of gross profit
Year Ended
December 30,
2023
1,418,938
766,633
54.0%
$
$
December 31,
2022
1,789,461
832,079
46.5%
$
$
The increase in the ratio above is primarily due to a combination of fixed SG&A costs and more competitive pricing in
certain business units as the markets we serve have declined from peak levels experienced during and shortly after the
pandemic. For comparison purposes, our SG&A costs as a percentage of gross profits in 2019 (immediately prior to the
pandemic) was 64%.
7
UFP INDUSTRIES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OPERATING RESULTS BY SEGMENT
Our business segments consist of UFP Retail Solutions (“Retail”), UFP Packaging (“Packaging” and formerly known as
UFP Industrial) and UFP Construction (“Construction”), and align with the end markets we serve. Among other things,
this structure allows for a more specialized and consistent sales approach among Company operations, more efficient use
of resources and capital, and quicker introduction of new products and services. We manage the operations of our
individual locations primarily through a market-centered reporting structure under which each location is included in a
business unit, and business units are included in our Retail, Packaging, and Construction segments. In the case of locations
that serve multiple segments, results are allocated and accounted for by segment. The exception to this market-centered
reporting and management structure is our International segment, which comprises our Mexico, Canada, Europe, Asia,
and Australia operations and sales and buying offices in other parts of the world. Our International segment and Ardellis
(our insurance captive) are included in the “All Other” column of the table below. The “Corporate” column includes
purchasing, transportation, corporate ventures, and administrative functions that serve our operating segments. Operating
results of Corporate primarily consists of over (under) allocated costs. The operating results of UFP Real Estate, Inc.,
which owns and leases real estate, and UFP Transportation Ltd., which owns, leases, and operates transportation
equipment, are also included in the Corporate column. Inter-company lease and service charges are assessed to our
operating segments for the use of these assets and services at fair market value rates.
The following tables present our operating results by segment for December 30, 2023 and December 31, 2022.
Year Ended December 30, 2023
Net sales
Cost of goods sold
Gross profit
Selling, general,
administrative expenses
Other
Earnings from
operations
$
Net sales
Cost of goods sold
Gross profit
Selling, general,
administrative expenses
Other
Earnings from
operations
$
Retail
Packaging
$ 2,886,515 $ 1,838,200 $ 2,161,059 $
1,422,940
415,260
2,508,513
378,002
1,637,329
523,730
Construction
All Other
Corporate
Total
328,884 $
240,106
88,778
3,726 $ 7,218,384
5,799,446
(9,442)
1,418,938
13,168
209,182
757
219,323
8
279,107
1,277
55,654
4,482
3,367
(753)
766,633
5,771
168,063 $
195,929 $
243,346 $
28,642 $
10,554 $
646,534
Year Ended December 31, 2022
Retail
Packaging
$ 3,650,639 $ 2,394,681 $ 3,143,868 $
1,808,449
586,232
3,306,112
344,527
2,417,212
726,656
Construction
All Other
Corporate
Total
431,611 $
300,307
131,304
5,940 $ 9,626,739
7,837,278
5,198
1,789,461
742
193,383
817
250,858
129
328,125
1,097
66,745
5,929
(7,032)
(774)
832,079
7,198
150,327 $
335,245 $
397,434 $
58,630 $
8,548 $
950,184
8
UFP INDUSTRIES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following tables present the components of our operating results as a percentage of net sales by segment for December
30, 2023 and December 31, 2022.
Year Ended December 30, 2023
Net sales
Cost of goods sold
Gross profit
Selling, general,
administrative expenses
Other
Earnings from operations
Retail
Packaging
Construction
All Other
Corporate
Total
100.0 %
86.9
13.1
7.2
—
5.8 %
100.0 %
77.4
22.6
11.9
—
10.7 %
100.0 %
75.8
24.2
12.9
0.1
11.3 %
100.0 %
73.0
27.0
16.9
1.4
8.7 %
N/A
—
—
—
—
—
100.0 %
80.3
19.7
10.6
0.1
9.0 %
Note: Actual percentages are calculated and may not sum to total due to rounding.
Year Ended December 31, 2022
Net sales
Cost of goods sold
Gross profit
Selling, general,
administrative expenses
Other
Earnings from operations
Retail
Packaging
Construction
All Other
Corporate
Total
100.0 %
90.6
9.4
5.3
—
4.1 %
100.0 %
75.5
24.5
10.5
—
14.0 %
100.0 %
76.9
23.1
10.4
—
12.6 %
100.0 %
69.6
30.4
15.5
1.4
13.6 %
N/A
—
—
—
—
—
100.0 %
81.4
18.6
8.6
0.1
9.9 %
Note: Actual percentages are calculated and may not sum to total due to rounding.
NET SALES
We design, manufacture and market wood and wood-alternative products, primarily used to enhance outdoor living
environments, for national home centers and other retailers, engineered wood components, structural lumber, and other
products for factory-built and site-built residential and commercial construction, customized interior fixtures used in a
variety of retail stores, commercial, and other structures, and structural wood packaging, components and packing
materials for various industries. Our strategic long-term sales objectives include:
Maximizing unit sales growth while achieving return on investment goals. The following table presents estimates,
for the periods indicated, of our percentage change in net sales which were attributable to changes in overall
selling prices versus changes in units shipped.
% Change
2023 versus 2022
2022 versus 2021
in Selling
Prices
in Sales
in Units
(25.0)% (16.0)% (9.0)%
2.0 %
11.5 %
9.5 %
Expanding geographically in our core businesses, domestically and internationally.
9
Acquisition
Unit
Change
Organic
Unit
Change
1.0 % (10.0)%
3.0 % (1.0)%
UFP INDUSTRIES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Increasing our sales of "value-added" products and enhancing our product offering with new or improved
products. Value-added products generally consist of fencing, decking, lattice, and other specialty products sold
in the Retail segment; structural and protective packaging and machine-built pallets sold in the Packaging
segment; engineered wood components, customized interior fixtures, manufactured and assembled concrete
forms sold in the Construction segment; and "wood alternative" products. Engineered wood components include
roof trusses, wall panels, and floor systems. Wood alternative products consist of products manufactured with
wood and non-wood composites, metals and plastics sold in each of our segments. Although we consider the
treatment of dimensional lumber and panels with certain chemical preservatives a value-added process, treated
lumber is not presently included in the value-added sales totals. Remanufactured lumber and panels that are
components of finished goods are also generally categorized as “commodity-based” products.
The following table presents, for the periods indicated, our percentage of value-added and commodity-based sales
to total sales by our segments.
Year Ended December 30, 2023 Year Ended December 31, 2022
Retail
Packaging
Construction
All Other
Corporate
Total Sales
Value-Added
50.5 %
77.0 %
83.2 %
83.8 %
27.5 %
68.4 %
Commodity-
Based
Value-Added
44.9 %
72.0 %
77.2 %
76.3 %
44.3 %
63.4 %
49.5 %
23.0 %
16.8 %
16.2 %
72.5 %
31.6 %
Commodity-
Based
55.1 %
28.0 %
22.8 %
23.7 %
55.7 %
36.6 %
Note: Certain prior year product reclassifications and the change in designation of certain products as "value-added" resulted in a change in prior
year's sales.
Our overall unit sales of value-added products decreased approximately 9% in 2023 compared to 2022. Our unit
sales of commodity-based products also decreased approximately 9% compared to 2022.
Developing new products. We define new products as those that will generate sales of at least $1 million per year
within 4 years of launch and are still growing and gaining market penetration. New product sales in 2023
decreased 8% compared to the prior year, primarily due to a decline in lumber prices, which were passed to our
customers in our selling prices. Approximately $17.4 million of new product sales for 2022, while still sold, were
sunset in 2023 and excluded from the table below because they no longer meet the definition above. Our goal
was to achieve annual new product sales of at least $795 million in 2023. For 2024, we have redefined our
definition of new products as we focus on more value-added products and services. As a result, we have lowered
the forecast for new product sales to $510 million for 2024. On a long-term basis, our goal is for new product
sales to comprise at least 10% of our total net sales.
10
UFP INDUSTRIES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The table below presents new product sales in thousands:
New Product Sales by Segment
Year Ended
Retail
Packaging
Construction
All Other and Corporate
Total New Product Sales
December 30,
% of Segment December 31,
% of Segment % Change
$
2023
327,019
277,703
109,617
1,808
716,147
Net Sales
11.3 % $
15.1 %
5.1 %
0.5 %
9.9 %
2022
338,547
277,859
140,176
2,508
759,090
Net Sales
in Sales
9.3 %
11.6 %
4.5 %
0.6 %
7.9 %
(3.4)%
(0.1)%
(21.8)%
(27.9)%
(5.7)%
Note: Certain prior year product reclassifications and the change in designation of certain products as "new" resulted in a change in prior year's sales.
Retail Segment:
Net sales from the Retail segment decreased 21% in 2023 compared to 2022 due to a 15% decrease in selling prices and a
6% decrease in organic unit growth. Our selling prices of variable-priced products declined due to lower lumber prices.
The selling prices of these products are indexed to the lumber market at the time they are shipped. Additionally, our unit
sales to big box customers, which we believe are more closely correlated with repair and remodel activity, increased nearly
2%, while unit sales to independent retailers, which we believe are more closely correlated to new housing starts, decreased
approximately 20%.
Gross profits increased by $33.5 million, or 9.7%, to $378.0 million in 2023 compared to 2022. Our change in gross profits
was attributable to the following:
The gross profits of our ProWood business unit increased $28.7 million, primarily due to less volatile lumber
prices during 2023 compared to severe, adverse volatility in 2022. The products sold by this unit consists
primarily of pressure treated lumber sold at a variable price indexed to the lumber market at the time they are
shipped.
Our Deckorator’s business unit increased by approximately $18.2 million due to an increase in overall unit sales,
sales of new products, and operational improvements.
The improvements above were offset by a $14 million decrease in gross profits of our Edge business unit.
Selling, general and administrative (“SG&A”) expenses increased by approximately $15.8 million, or 8.2%, in 2023
compared to 2022. Accrued bonus expense, which varies with the overall profitability and return on investment of the
segment, increased approximately $8.8 million and totaled approximately $45.8 million in 2023. The remaining increase
is comprised of many smaller increases spread over several accounts.
Earnings from operations of the Retail reportable segment increased in 2023 compared to 2022 by $17.7 million, or 11.8%,
as a result of the factors mentioned above.
Packaging Segment:
Net sales from the Packaging segment decreased 23% in 2023 compared to 2022 due to a 17% decrease in selling prices
and an 8% decrease in organic unit sales, partially offset by unit growth from acquisitions of 2%. The decline in prices is
due to competitive price pressure as well as lower lumber costs passed to customers.
11
UFP INDUSTRIES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Gross profits decreased by $171.0 million, or 29.2%, to $415.3 million in 2023 compared to 2022. The decrease in gross
profits is primarily due to lower demand resulting in lower unit sales, as well as competitive price pressure, and unfavorable
cost variances as a result of fixed manufacturing costs. Acquisitions contributed $8.1 million to gross profit.
Selling, general and administrative (“SG&A”) expenses decreased by approximately $31.5 million, or 12.6%, in 2023
compared to 2022. Accrued bonus expense, which varies with the overall profitability and return on investment of the
segment, decreased approximately $28.4 million, and totaled approximately $53.8 million for 2023. Additionally, our bad
debt expense decreased by $8.1 million and incentive compensation expense decreased by $8.5 million. These decreases
were partially offset by an increase in salaries and wages of $8.7 million, and acquired operations, which contributed
approximately $5.6 million to our SG&A.
Earnings from operations of the Packaging reportable segment in 2023 decreased by $139.3 million, or 41.6%, compared
to 2022 due to the factors discussed above.
Construction Segment:
Net sales from the Construction segment decreased 31% in 2023 compared to 2022 due to an 18% decrease in selling
prices and a decline in organic unit sales of 13%. Organic unit changes within this segment consisted of decreases of 2%
in concrete forming, 12% in site-built housing, 14% in factory-built housing, and 24% in commercial construction. The
decline in pricing was due to competitive price pressure as well as the decline in lumber prices, which were passed to our
customers.
Gross profits decreased by $202.9 million, or 27.9% to $523.7 million in 2023 compared to 2022. The decrease in our
gross profit was comprised of the following factors:
Gross profits in our factory-built housing and site-built construction business unit decreased by $65.6 million and
$118.2 million, respectively, due to competitive price pressure as well as lower sales volumes and unfavorable
cost variances due to fixed manufacturing costs.
The gross profit of our concrete forming business unit decreased by $17.4 million due to a decline in selling
prices.
SG&A expenses decreased by approximately $49.0 million, or 14.9%, in 2023 compared to 2022. Accrued bonus expense,
which varies with the overall profitability of the segment and return on investment, decreased approximately $31.0 million
compared to last year and totaled approximately $65.0 million for 2023. The remaining decrease was primarily due to
decreases in sales incentive compensation of $13.9 million, bad debt expense of $5.3 million, and professional fees of $3.2
million. These decreases were offset by an increase in salaries, wages, and benefits of approximately $3.0 million.
Earnings from operations of the Construction reportable segment increased in 2023 compared to 2022 by $154.1 million,
or 38.8%, due to the factors mentioned above.
All Other Segment:
Our All Other reportable segment consists of our International and Ardellis (our insurance captive) segments that are not
significant. The decline in sales and earnings from operations is primarily due to our operation in Mexico that exports
molding and millwork products to the U.S.
12
UFP INDUSTRIES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Corporate:
The corporate segment consists of over (under) allocated costs that are not significant.
INTEREST EXPENSE
Interest expense in 2023 was similar to 2022 due to consistent amounts of outstanding debt during each period as well as
fixed interest rates on these debts. See “Note C of Notes to the Consolidated Financial Statements”.
INTEREST AND INVESTMENT INCOME
Interest and investment income increased by $39.2 million in 2023 compared to 2022 due to the increase in cash and the
higher interest rate environment.
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 23.4% in 2023 compared to 24.6% in 2022. The decrease
in our overall effective tax rate was primarily due to an increase in our tax deduction from stock-based compensation
accounted for as a permanent difference, and an increase in the research and development tax credit, and a manufacturing
exemption which reduced our income tax in one of the states we operate.
OFF-BALANCE SHEET COMMITMENTS AND CONTRACTUAL OBLIGATIONS
We have no significant off-balance sheet commitments. The following table summarizes our contractual obligations as of
December 30, 2023 (in thousands).
Contractual Obligation
Long-term debt and finance lease obligations
Estimated interest on long-term debt and finance lease
obligations
Operating leases
Capital project purchase obligations
Total
Less than
1 Year
$ 42,823 $
Payments Due by Period
3 – 5
Years
After
5 Years
1 – 3
Years
Total
826 $ 44,119 $ 188,666 $ 276,434
10,062
32,796
93,566
69,530
152,536
93,566
$ 179,247 $ 74,470 $ 91,277 $ 247,072 $ 592,066
26,720
31,686
—
15,643
31,515
—
17,105
56,539
—
As of December 30, 2023, we also had $47.8 million in outstanding letters of credit issued during the normal course of
business, as required by some vendor contracts.
13
UFP INDUSTRIES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The table below presents, for the periods indicated, a summary of our cash flow statement (in thousands):
Cash from operating activities
Cash used in investing activities
Cash used in financing activities
Effect of exchange rate changes on cash
Net change in cash and cash equivalents
Cash, cash equivalents, and restricted cash, beginning of year
Cash, cash equivalents, and restricted cash, end of year
December 30, December 31,
2023
2022
$ 959,890 $ 831,567
(240,164) (353,936)
(162,860) (210,210)
979
268,400
291,223
$ 1,122,256 $ 559,623
5,767
562,633
559,623
In general, we fund our growth through a combination of operating cash flows, our revolving credit facility, 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 that occurred many years ago. 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
these financial ratios are among many other important factors to maintaining a strong credit profile, which in turn helps
ensure timely access to capital when needed.
Seasonality has a significant impact on our working capital due to our primary selling season which occurs during the
period from March to September. Consequently, our working capital increases during our first and second quarters
resulting in negative or modest cash flows from operations during those periods. Conversely, we experience a substantial
decrease in working capital once we move beyond our peak selling season which typically results in significant cash flows
from operations in our third and fourth quarters.
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 are outstanding) is a good indicator of our working capital
management. As indicated in the table below, our cash cycle decreased slightly to 63 days in 2023 from 64 days in 2022.
Days of sales outstanding
Days supply of inventory
Days of payables outstanding1
Days in cash cycle
Year Ended
December 30, December 31,
2023
2022
33
41
(11)
63
36
40
(12)
64
1 We’ve modified our calculation of days of payables outstanding to be based on the cost of goods sold and accounts payable balances in our monthly
financial statements. In prior periods, our calculation was based on invoice data. We’ve made this change to simplify the calculation and more easily
integrate acquired operations into our financial metrics. The prior year metrics have been restated for the new method which reduced days of payables
from a previously reported 20 days to 12 days.
We continue to focus on past due account balances with customers, and the percentage of our accounts receivable that are
current are 91% in 2023 compared to 87% in 2022, which contributed to the improvement in our days of sales outstanding.
14
UFP INDUSTRIES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our cash flows from operating activities in 2023 was $960 million, which was comprised of net earnings of $514 million,
$158 million of non-cash expenses, and a $288 million decrease in working capital since the end of December 2022. Our
cash flows from operations increased by $128 million compared to last year primarily due to a $300 million decrease in
our investment in net working capital compared to the prior year period, offset by a decrease in our net earnings and non-
cash expenses of $172 million. The elevated decrease in our net working capital this year was due to the drop in lumber
prices and a decline in demand in certain markets we serve.
Purchases of property, plant, and equipment of $180 million comprised most of our cash used in investing activities during
2023. Capital spending primarily consists of several projects to expand capacity to manufacture new and value-added
products, primarily in our Packaging segment and Deckorators and ProWood business units, achieve efficiencies through
automation in all segments, make improvements to a number of facilities, and increase our transportation capacity (tractors,
trailers). Cash used for acquisitions during the year totaled $52 million compared to $180 million in 2022. In the current
year we made one acquisition, UFP Palets y Embalajes SL. See Notes to Consolidated Financial Statements, Note C,
"Business Combinations" for additional information.
Cash flows used in financing activities primarily consisted of:
Cash paid for repurchases of common stock of $82 million. We repurchased 974,869 shares of our common stock
for the year at an average share price of $84.27.
Dividends paid during 2023 include first quarter dividends of $16 million ($0.25 per share), second quarter
dividends of $15 million ($0.25 per share) third quarter dividends of $19 million ($0.30 per share), and fourth
quarter dividends of $18 million ($0.30 per share).
Contingent consideration payments of $6 million.
Distributions to noncontrolling interests of $7 million.
On November 1, 2018, we entered into a five-year, $375 million unsecured revolving credit facility with a syndicate of
U.S. banks. On February 28, 2021, this credit agreement was amended to increase the availability from $375 million to
$550 million by exercising the accordion feature in the original agreement. On December 6, 2022, a second amendment
increased the availability from $550 million to $750 million. The facilities now include up to $60 million which may be
advanced in the form of letters of credit, and up to $100 million (U.S. dollar equivalent) which may be advanced in
Canadian dollars, Australian dollars, Sterling, Euros and such other foreign currencies as may subsequently be agreed
upon among the parties. Cash borrowings are charged interest based upon an index selected by the Company, plus a margin
that is determined based upon the index selected and upon the financial performance of the Company and certain of its
subsidiaries. We are charged a facility fee on the entire amount of the lending commitment, at a per annum rate ranging
from 15.0 to 30.0 basis points, also determined based upon our performance.
On December 30, 2023, we had $3.7 million outstanding on our $750 million revolving credit facility. The revolving credit
facility also supports letters of credit totaling $37.3 million which includes approximately $3.3 million related to industrial
development revenue bonds. As a result, we have approximately $709.0 million in remaining availability. We also had
approximately $10.5 million of outstanding letters of credit that were issued outside of the revolving credit facility.
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 December 30, 2023.
15
UFP INDUSTRIES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ENVIRONMENTAL CONSIDERATIONS AND REGULATIONS
See Notes to Consolidated Financial Statements, Note L, “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. Following is a summary
of our more significant accounting policies that require the use of estimates and judgments in preparing the financial
statements.
GOODWILL
We evaluate goodwill for indicators of impairment when events or circumstances indicate that this risk may be present.
Our judgments regarding the existence of impairment are based on market conditions, operational performance and
estimated future cash flows. Determining whether an impairment has occurred requires the valuation of the respective
reporting unit, which we have consistently estimated using primarily a weighted average between income and market
valuation approaches. We believe this approach is the most appropriate and accurate method to measure the fair value of
our intangible assets. We use discounted cash flow analysis with the following assumption: a business is worth today what
it can generate in future cash flows; cash received today is worth more than an equal amount of cash received in the future;
and future cash flows can be reasonably estimated. The discounted cash flow analysis is based on the present value of
projected cash flows and residual values.
If the carrying value of goodwill is considered impaired, an impairment charge is recorded to adjust it to its fair value.
Changes in forecasted operations and changes in discount rates can materially affect these estimates. In addition, we test
goodwill annually for impairment or more frequently if changes in circumstances or the occurrence of other events suggest
impairments exist. The test for impairment requires us to make several estimates about fair value, most of which are based
on projected future cash flows and market valuation multiples. Changes in these estimates may result in the recognition of
an impairment loss.
On our annual testing date of September 30, 2023, the fair values exceed the carrying values for all reporting units and
there were no indicators for impairment. We believe we have sufficient available information, both current and historical,
to support our assumptions, judgments and estimates used in the goodwill impairment test.
REVENUE RECOGNITION
Revenue for product sales is recognized at the time the performance obligation is satisfied, which is primarily when the
goods are delivered to the carrier, Free On Board (FOB) shipping point. Generally, title passes at the time of shipment. In
certain circumstances, the customer takes title when the shipment arrives at the destination. However, our shipping process
is typically completed the same day.
16
UFP INDUSTRIES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Performance on construction contracts is reflected in operations using over time accounting, under either the cost to cost
or units of delivery methods, depending on the nature of the business at individual operations. Under over time accounting
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 over time accounting 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 year, we update our estimated costs to complete our projects using current labor and
commodity costs and recognize losses to the extent that they exist.
SHORT-TERM DEMAND OUTLOOK
We believe effectively executing our strategies will allow us to achieve long-term goals in the future. However, demand
in the markets we serve has contracted, which will impact our results and vary depending on the severity and duration of
this cycle. The following factors should be considered when evaluating our future results:
Lumber prices, which impact our cost of goods sold and selling prices, have normalized due to additional capacity
added by sawmills and demand falling from peak levels. We anticipate lumber prices will remain in range near
current levels, and experience more typical seasonal trends, until there is a substantial change in the balance of
supply and demand.
Retail segment sales accounted for 40% of our net sales in 2023. When evaluating future demand for the segment,
we analyze data such as the same-store sales growth of national home improvement retailers and forecasts of
home remodeling activity. Based on this data, we currently anticipate market demand to be flat to slightly down
in 2024.
Packaging segment sales accounted for 26% of our net sales in 2023. When evaluating future demand, we
consider a number of metrics, including the Purchasing Managers Index (PMI), durable goods manufacturing,
and U.S. real GDP. We currently believe overall demand in the markets we serve to be slightly up to slightly
down in 2024.
Construction segment sales accounted for 30% of our net sales in 2023.
- The site-built business unit accounted for approximately 14% of our net sales in 2023. Approximately
one-third of site-built customers are multifamily builders. The Mortgage Bankers Association of
America forecasts a 1% decrease in national housing starts to an estimated 1.42 million starts in 2024
and the National Association of Home Builders forecasts starts of 1.34 million, a 6% decrease from
2023.
- The factory-built business unit accounted for 10% of our net sales in 2023. When evaluating future
demand, we analyze data from production and shipments of manufactured housing. The National
Association of Home Builders and John Burns Real Estate Consulting forecast the manufactured home
shipments in 2024 to be flat to slightly up.
17
UFP INDUSTRIES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- The commercial and concrete forming business units accounted for approximately 6% of our net sales
in 2023. When evaluating future demand, we analyze data from non-residential construction spending.
We anticipate overall demand in this business unit to be flat to slightly up in 2024.
LONG-TERM OUTLOOK
GOALS
Our long-term financial goals include:
Growing our annual unit sales by 7 to 10 percent. We anticipate smaller tuck-in acquisitions will contribute
toward this goal;
Achieving and sustaining a 12.5 percent EBITDA margin by continuing to enhance our capabilities and grow our
portfolio and sales of value-added products and by achieving operating improvements;
Earning an incremental return on new investment over our cost of capital; and
Maintaining a conservative capital structure.
RETAIL SEGMENT
The Home Improvement Research Institute (“HIRI”) anticipates growth in home improvement spending and has forecasted
2.4% growth in 2025 and 3.0% annual growth through 2027. We continue to compete for market share for certain retail
customers and face intense pricing pressure from other suppliers to this market.
Our long-term goal is to achieve sales growth by:
Increasing our market share of value-added products, including our Deckorators and Edge product lines.
Continued investment in capacity for Deckorators and Edge is expected to contribute to this increase.
Developing new products and increasing our emphasis on product innovation and product differentiation in order
to counter commoditization trends and influences.
Acquiring businesses in core product categories when those opportunities exist.
Adding new products and customers through strategic business acquisitions or alliances.
PACKAGING SEGMENT
Our goal is to increase our sales of wood, wood alternative, and protective packaging products to a wide variety of
packaging customers and manufactured wood components for OEM users. We believe the vast amount of hardwood and
softwood lumber consumed for packaging applications, combined with the highly fragmented nature of this market,
provides us with market share growth opportunities as a result of our competitive advantages in manufacturing, purchasing,
and material utilization.
18
UFP INDUSTRIES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In addition, purchasers of packaging products with a wide geographic footprint increasingly desire to reduce the number
of suppliers they buy from, which provides an opportunity to gain market share due to our international presence. We plan
to continue to obtain market share by expanding our manufacturing capacity, enhancing our capabilities and product
offerings to enhance the solutions we offer our customers, and improving our ability to serve large regional and
international customers in targeted markets.
We plan to continue to pursue acquisition opportunities that meet our strategic criteria and help us meet these objectives.
The recently implemented reorganization of our business to market-based segments is intended to promote higher rates of
sales growth through the introduction of new products, including protective and other packaging materials, and enhanced
expertise in this market as well as improved earnings through more efficient use of our people, resources and capital.
Market indicators that should be considered when evaluating future demand for our products in the packaging segment
include industrial production, the Purchasing Managers Index, and U.S. GDP growth.
CONSTRUCTION SEGMENT
The National Association of Home Builders forecasts a 3% increase in manufactured home shipments from 2023 to 2024
and a 4% compounded annual growth rate through 2026.
The Mortgage Bankers Association of America forecasts national housing starts of 1.42 million in 2024 and 1.47 million
in 2025. The National Association of Home Builders forecasts starts of 1.34 million in 2024 and 1.42 million in 2025. The
consensus estimate of all housing starts is 1.4 million in 2024, 1.47 million in 2025, and 1.5 million is 2026.
Non-residential construction spending is a market indicator that should be considered when evaluating future demand for
our products in our Commercial and Concrete Forming business units within our Construction segment.
GROSS PROFIT
We believe the following factors are likely to impact our gross profits and margins in the future:
End market demand and our ability to grow and leverage fixed costs and price our products based on the value
we offer our customers.
Our ability to maintain market share and gross margins on products sold to our largest customers. We believe our
level of service, geographic diversity, and quality of products provides an added value to our customers. However,
if our customers are unwilling to pay for these advantages, our sales and gross margins may be reduced.
Sales mix of value-added and commodity products and our ability to sell new products.
Fluctuations in the relative level of the Lumber Market and trends in the market price of lumber. (See "Impact of
the Lumber Market on our Operating Results.")
Fuel and transportation costs.
Rising labor and benefit costs.
Our ability to continue to achieve productivity improvements as our unit sales increase and planned cost
reductions through continuous improvement activities, automation, and other initiatives.
19
UFP INDUSTRIES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Changes in corporate income tax rates and the cost of complying with new or increased government regulations.
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES
In recent years, selling, general and administrative (SG&A) expenses have increased due to acquisitions and added
personnel hired to take advantage of growth opportunities and execute our initiatives intended to increase our sales of new
products and improve our sales mix of value-added products. We anticipate our trend of increases in these costs will
continue; however, our objective is to reduce these costs on a per unit basis and as a percentage of gross profits as we grow
through the improved productivity of our people and as a result of fixed costs. In addition, bonus and other incentive
expenses is based on our profitability and the effective management of our assets and will continue to fluctuate based on
our results. See Note H — Common Stock for discussion of future compensation costs related to long-term share-based
bonus awards.
On a long-term basis, we expect that our SG&A expenses will primarily be impacted by:
Our growth in sales to the packaging and the construction segments. Our sales to these segments require a higher
ratio of SG&A costs due, in part, to product design and engineering requirements.
Sales of new products and value-added, branded products to the retail segment, which generally require higher
product development, marketing, advertising, and other selling costs.
Our incentive compensation programs which are tied to gross profits, pre-bonus earnings from operations and
threshold levels of return on investment.
Our growth and success in achieving continuous improvement objectives designed to improve our productivity
and leverage our fixed costs as we grow.
LIQUIDITY AND CAPITAL RESOURCES
Our cash cycle will continue to be impacted in the future by our mix of sales by segment. Sales from our Construction and
Packaging segments require a greater investment in receivables than sales to our Retail segment, while our Retail segment
generally requires a greater investment in inventory. Also, our net investment in trade receivables, inventory, and accounts
payable will continue to be impacted by the level of lumber prices.
Additionally, we expect to spend approximately $250 million to $300 million on capital expenditures, incur depreciation
of approximately $110 million, and incur amortization and other non-cash expenses of approximately $45 million in 2024.
On December 30, 2023, we had outstanding purchase commitments on capital projects of approximately $93.6 million.
We intend to fund capital expenditures and purchase commitments through our operating cash flows and availability under
our revolving credit facility which is considered sufficient to meet these commitments and working capital needs.
Our dividend rates are reviewed and approved at each of our February, April, July, and October board meetings and
payments are made in March, June, September, and December of each year. On February 1, 2024, our board approved a
quarterly cash dividend of $0.33 per share, which represents a 10% increase from December 2023. This dividend will be
payable on March 15, 2024, to shareholders of record on March 1, 2024. Our board considers our dividend yield, payout
ratios relative to earnings and operating cash flow, and potential variability of future results, among other factors, as part
of its decision-making process.
20
UFP INDUSTRIES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
We have a share repurchase program approved by our Board of Directors, and on July 26, 2023, our board
authorized the repurchase of up to $200 million worth of shares of outstanding stock through July 31, 2024. This share
authorization supersedes and replaces our prior share repurchase authorizations. We currently have remaining
authorization to repurchase up to $173 million through July 31, 2024. In the past, we have repurchased shares in order to
offset the effect of issuances resulting from our employee benefit plans and at opportune times when our stock price falls
to predetermined levels.
21
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of UFP Industries, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of UFP Industries, Inc. and subsidiaries (the “Company”) as
of December 30, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained,
in all material respects, effective internal control over financial reporting as of December 30, 2023, based on criteria
established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated financial statements as of and for the year ended December 30, 2023, of the Company
and our report dated February 28, 2024, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's
Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained
in all material respects. Our audit included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Grand Rapids, Michigan
February 28, 2024
22
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of UFP Industries, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of UFP Industries, Inc. and subsidiaries (the "Company")
as of December 30, 2023 and December 31, 2022, the related consolidated statements of earnings and comprehensive
income, shareholders' equity, and cash flows, for each of the three years in the period ended December 30, 2023, and the
related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company as of December 30, 2023 and December 31, 2022, and the
results of its operations and its cash flows for each of the three years in the period ended December 30, 2023, in conformity
with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of December 30, 2023, based on criteria
established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission and our report dated February 28, 2024, expressed an unqualified opinion on the Company's
internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of
the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for
our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements
that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or
disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial
statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Accounting for Variable Interest Entities - Refer to Note C, Business Combinations, to the financial statements.
Critical Audit Matter Description
The Company periodically purchases a partial ownership interest in other entities. The agreements related to such
purchases can be complex, requiring management to evaluate whether the entities should be consolidated or accounted
for under the equity method. In addition, management must also evaluate whether the acquired interest in the entity
represents a variable interest entity (“VIE”) and if so, whether the Company is the primary beneficiary. This assessment
requires judgment by management.
23
We identified the Company’s assessment of consolidation or equity method accounting related to its acquisition of a
partial ownership interest in UFP Palets, as well as the VIE primary beneficiary assessment, as a critical audit matter
given the judgment required by management. This required a higher degree of auditor judgment and an increased extent
of audit effort due to the complexity of the entity structure and the related acquisition agreement.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the determination of equity method or consolidation accounting, inclusive of VIE
primary beneficiary assessment, included the following, among others:
We tested the effectiveness of the controls over the accounting assessment of the acquisition.
We evaluated the appropriateness of the Company’s accounting conclusion related to consolidation or equity
method accounting for a partial ownership interest entity by reading the acquisition agreement and other related
documents.
We evaluated the terms of the agreement to determine if the acquired ownership interest should be classified as
a VIE. If an entity was determined to be a VIE, we considered whether the Company appropriately determined
the primary beneficiary by evaluating the contractual arrangements of the entity to determine if the Company has
the power to direct activities, and if the Company has the obligation to absorb losses of the entity or the right to
receive benefits from the entity that could be significant to the VIE.
/s/ Deloitte & Touche LLP
Grand Rapids, Michigan
February 28, 2024
We have served as the Company's auditor since 2014.
24
UFP INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
Restricted cash
Investments
Accounts receivable, net
Inventories:
Raw materials
Finished goods
Total inventories
Refundable income taxes
Other current assets
TOTAL CURRENT ASSETS
DEFERRED INCOME TAXES
RESTRICTED INVESTMENTS
RIGHT OF USE ASSETS
OTHER ASSETS
GOODWILL
INDEFINITE-LIVED INTANGIBLE ASSETS
OTHER INTANGIBLE ASSETS, NET
PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment
Less accumulated depreciation and amortization
PROPERTY, PLANT AND EQUIPMENT, NET
TOTAL ASSETS
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable
Accrued liabilities:
Compensation and benefits
Other
Current portion of lease liability
Current portion of long-term debt
TOTAL CURRENT LIABILITIES
LONG-TERM DEBT
LEASE LIABILITY
DEFERRED INCOME TAXES
OTHER LIABILITIES
TOTAL LIABILITIES
TEMPORARY EQUITY:
Redeemable noncontrolling interest
SHAREHOLDERS’ EQUITY:
Controlling interest shareholders’ equity:
Preferred stock, no par value; shares authorized 1,000,000; issued and outstanding, none
Common stock, $1 par value; shares authorized 160,000,000; issued and outstanding, 61,621,004
and 61,618,193
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Total controlling interest shareholders’ equity
Noncontrolling interest
TOTAL SHAREHOLDERS’ EQUITY
December 30,
2023
December 31,
2022
$
1,118,329 $
3,927
34,745
549,499
559,397
226
36,013
617,604
398,798
574,429
973,227
33,126
42,520
2,262,113
3,750
19,898
107,517
101,262
337,320
7,339
143,892
1,379,968
(690,986)
688,982
3,672,073
352,785
375,003
727,788
29,327
38,474
2,502,089
4,228
24,838
103,774
87,438
336,313
7,345
175,195
1,559,304
(782,727)
776,577
4,017,797
$
$
$
203,055 $
206,941
232,331
66,713
22,977
42,900
567,976
233,534
84,885
45,248
35,934
967,577
296,120
80,255
25,577
2,942
611,835
275,154
85,419
51,265
44,697
1,068,370
20,030
6,880
$
— $
—
61,621
354,702
2,582,332
1,106
2,999,761
30,429
3,030,190
4,017,797 $
61,618
294,029
2,217,410
(9,075)
2,563,982
32,841
2,596,823
3,672,073
TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ EQUITY
$
See notes to consolidated financial statements.
25
UFP INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
(in thousands, except per share data)
December 30,
2023
Year Ended
December 31,
2022
December 25,
2021
NET SALES
COST OF GOODS SOLD
GROSS PROFIT
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
OTHER LOSSES (GAINS), NET
EARNINGS FROM OPERATIONS
INTEREST EXPENSE
INTEREST AND INVESTMENT INCOME
EQUITY IN LOSS OF INVESTEE
INTEREST AND OTHER
EARNINGS BEFORE INCOME TAXES
INCOME TAXES
NET EARNINGS
NET EARNINGS ATTRIBUTABLE TO NONCONTROLLING INTEREST
NET EARNINGS ATTRIBUTABLE TO CONTROLLING INTEREST
$ 7,218,384 $ 9,626,739 $ 8,636,134
5,799,446 7,837,278 7,229,167
1,418,938 1,789,461 1,406,967
682,253
(12,840)
737,554
13,814
(6,498)
3,902
11,218
726,336
173,972
552,364
(16,724)
535,640
766,633
5,771
646,534
12,842
(39,916)
2,367
(24,707)
671,241
156,784
514,457
(145)
514,312 $
832,079
7,198
950,184
13,910
(725)
2,183
15,368
934,816
229,852
704,964
(12,313)
692,651 $
$
EARNINGS PER SHARE – BASIC
EARNINGS PER SHARE – DILUTED
$
$
8.21 $
8.07 $
11.05 $
10.97 $
8.61
8.59
OTHER COMPREHENSIVE INCOME:
NET EARNINGS
OTHER COMPREHENSIVE INCOME (LOSS)
COMPREHENSIVE INCOME
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING
INTEREST
COMPREHENSIVE INCOME ATTRIBUTABLE TO CONTROLLING
INTEREST
See notes to consolidated financial statements.
514,457
14,836
529,293
704,964
(2,498)
702,466
552,364
(5,296)
547,068
(4,800)
(13,485)
(15,039)
$
524,493 $
688,981 $
532,029
26
UFP INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands, except share and per share
data)
Controlling Interest Shareholders’ Equity
Additional
Accumulated Other
Noncontrolling
Interest (NCI) Total
Temporary
Equity
Common Paid-In Retained Comprehensive
Stock
$ 61,206 $ 218,224 $ 1,182,680 $
535,640
Capital Earnings
Earnings
(1,794) $
(2,584)
(1,027)
(5,405) $
(1,841)
(1,829)
(9,075) $
9,762
419
(40,209)
33
2,083
546
3,506
10
117
(117)
11,071
9,228
$ 61,902 $ 243,995 $ 1,678,121 $
692,651
(58,860)
44
2,725
806
9,919
25
113
(1,247)
(113)
(94,527)
27,987
9,516
$ 61,618 $ 294,029 $ 2,217,410 $
514,312
(817)
(1,210)
(68,238)
33
2,717
821
14,485
22
124
(975)
(124)
(81,174)
34,727
Balance on December 26, 2020
Net earnings
Foreign currency translation adjustment
Unrealized gain on investments and other
Distributions to noncontrolling interest
NCI related to business combinations
Cash dividends - $0.65 per share
Issuance of 33,104 shares under employee
stock purchase plan
Issuance of 546,235 shares under stock grant
programs
Issuance of 116,732 shares under deferred
compensation plan
Expense associated with share-based
compensation arrangements
Accrued expense under deferred
compensation plans
Balance on December 25, 2021
Net earnings
Foreign currency translation adjustment
Unrealized gain on investments and other
Distributions to NCI
Contributions to NCI
NCI related to business combinations
Redeemable NCI
Cash dividends - $0.95 per share
Issuance of 44,012 shares under employee
stock purchase plan
Issuance of 805,562 shares under stock grant
programs
Issuance of 113,384 shares under deferred
compensation plan
Repurchase of 1,246,616 shares
Expense associated with share-based
compensation arrangements
Accrued expense under deferred
compensation plans
Balance on December 31, 2022
Net earnings (loss)
Foreign currency translation adjustment
Unrealized loss on investments and other
Other
Distributions to NCI
Purchase of remaining NCI of subsidiary
NCI related to business combinations
Cash dividends - $1.10 per share
Issuance of 32,944 shares under employee
stock purchase plan
Issuance of 820,591 shares under stock grant
programs
Issuance of 124,145 shares under deferred
compensation plan
Repurchase of 974,869 shares
Expense associated with share-based
compensation arrangements
Accrued expense under deferred
compensation plans
Balance on December 30, 2023
See notes to consolidated financial statements
27
—
22,836 $ 1,483,152 $
552,364
16,724
(4,269)
(1,685)
(1,027)
(6,750)
6,831
(40,209)
(6,750)
6,831
2,116
4,062
—
11,071
—
103
(630)
(234)
7,641
6,880
(518)
388
43
13,237
9,228
37,956 $ 2,016,569 $
704,861
12,210
(39)
1,802
(1,829)
(12,024)
538
—
(7,641)
(58,860)
(12,024)
538
(7,641)
2,769
10,750
—
(95,774)
27,987
663
4,267
9,516
32,841 $ 2,596,823 $
514,975
14,029
419
113
(7,355)
(2,127)
—
(68,238)
930
(7,355)
(917)
2,750
15,328
—
(82,149)
34,727
10,895
$ 61,621 $ 354,702 $ 2,582,332 $
1,106 $
10,895
30,429 $ 3,030,190 $
20,030
UFP INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings
Adjustments to reconcile net earnings to net cash used in operating activities:
Depreciation
Amortization of intangibles
Expense associated with share-based and grant compensation arrangements
Deferred income taxes (credit)
Unrealized (gain) loss on investments and other
Equity in loss of investee
Net (gain) loss on sale and disposition of assets
Impairment of goodwill and other intangibles
Gain from reduction of estimated earnout liability
Changes in:
Accounts receivable
Inventories
Accounts payable and cash overdraft
Accrued liabilities and other
NET CASH FROM OPERATING ACTIVITIES
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchases of property, plant and equipment
Proceeds from sale of property, plant and equipment
Acquisitions, net of cash received and purchase of equity method investment
Purchase of remaining noncontrolling interest of subsidiary
Purchases of investments
Proceeds from sale of investments
Other
NET CASH USED IN INVESTING ACTIVITIES
CASH FLOWS USED IN FINANCING ACTIVITIES:
Borrowings under revolving credit facilities
Repayments under revolving credit facilities
Repayments of debt
Contingent consideration payments and other
Proceeds from issuance of common stock
Dividends paid to shareholders
Distributions to noncontrolling interest
Repurchase of common stock
Other
NET CASH USED IN FINANCING ACTIVITIES
Effect of exchange rate changes on cash
NET CHANGE IN CASH AND CASH EQUIVALENTS
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF YEAR
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF PERIOD
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents, beginning of period
Restricted cash, beginning of period
Cash, cash equivalents, and restricted cash, beginning of period
Cash and cash equivalents, end of period
Restricted cash, end of period
Cash, cash equivalents, and restricted cash, end of period
SUPPLEMENTAL INFORMATION:
Interest paid
Income taxes paid
NON-CASH INVESTING ACTIVITIES
Capital expenditures included in accounts payable
NON-CASH FINANCING ACTIVITIES:
Common stock issued under deferred compensation plans
See notes to consolidated financial statements
28
Year Ended
December 30, December 31, December 25,
2023
2022
2021
$
514,457 $
704,964 $
552,364
110,563
21,327
34,899
(5,573)
(2,435)
2,367
(260)
—
(3,177)
81,659
250,561
(3,578)
(40,920)
959,890
(180,382)
3,291
(52,383)
(2,127)
(29,806)
29,935
(8,692)
(240,164)
28,462
(30,125)
(29)
(6,262)
2,750
(68,238)
(7,355)
(82,149)
86
(162,860)
5,767
562,633
559,623
1,122,256
559,397
226
559,623
1,118,329
3,927
1,122,256
$
$
$
$
$
$
12,736
158,145
$
$
$
$
$
$
94,063
19,499
28,156
(16,289)
5,768
2,183
1,285
4,261
—
130,704
718
(137,907)
(5,838)
831,567
(174,124)
3,805
(180,151)
—
(19,875)
12,874
3,535
(353,936)
605,101
(607,549)
(38,719)
(2,856)
2,769
(58,860)
(12,024)
(95,774)
(2,298)
(210,210)
979
268,400
291,223
559,623
286,662
4,561
291,223
559,397
226
559,623
13,953
274,616
$
$
$
$
$
$
84,184
13,948
11,224
5,653
(4,118)
3,902
(11,992)
—
—
(85,439)
(260,301)
78,060
124,992
512,477
(151,166)
29,973
(475,960)
—
(23,797)
14,882
(5,119)
(611,187)
892,072
(888,695)
—
(3,176)
2,116
(40,209)
(6,750)
—
(364)
(45,006)
(1,669)
(145,385)
436,608
291,223
436,507
101
436,608
286,662
4,561
291,223
14,077
167,043
3,178
3,185
3,256
$
10,978
$
9,282
$
7,487
UFP INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
OPERATIONS
We are a holding company whose subsidiaries supply products primarily made from wood, wood and non-wood
composites, and other materials to three markets: retail, construction and packaging. Founded in 1955, we are
headquartered in Grand Rapids, Michigan, with affiliates throughout North America, Europe, Asia and Australia.
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements, have been prepared in conformity with accounting
principles generally accepted in the United States of America (“GAAP”) and with the rules and regulations of the Securities
and Exchange Commission (the "SEC"), represent our assets and liabilities and operating results. The consolidated
financial statements include our accounts and those of our wholly-owned and majority-owned subsidiaries and
partnerships. All significant intercompany balances and transactions have been eliminated in consolidation.
We consolidate entities in which we have a controlling financial interest. In determining whether we have a
controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, we
consider factors such as ownership interest, board representation, management representation, authority to make decisions,
and contractual and substantive participating rights of the partners/members as well as whether the entity is a variable
interest entity (“VIE”) and whether we are the primary beneficiary. The primary beneficiary of a VIE is the entity that has
(i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation
to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. The primary
beneficiary is required to consolidate the VIE. We account for unconsolidated VIEs using the equity method of accounting.
As a result of the investment in Dempsey on June 27, 2022, we own 50% of the issued equity of that entity, and
the remaining 50% of the issued equity is owned by the previous owners (“Sellers”). The investment in Dempsey is an
unconsolidated variable interest entity and we have accounted for it using the equity method of accounting because we do
not have a controlling financial interest in the entity. Per the contracts, the Sellers have a put right to sell their equity
interest to us for $50 million and we have a call right to purchase the Seller’s equity interest for $70 million, which are
both first exercisable in June 2025 and expire in June 2030. As of December 30, 2023, the carrying value of our investment
in Dempsey is $61.4 million and is recorded in Other Assets. Our maximum exposure to loss consists of our investment
amount and any contingent loss that may occur in the future as a result of a change in the fair value of Dempsey relative
to the strike price of the put option.
NONCONTROLLING INTEREST IN SUBSIDIARIES
Noncontrolling interest in results of operations of consolidated subsidiaries represents the noncontrolling
shareholders’ share of the income or loss of various consolidated subsidiaries. The noncontrolling interest reflects the
original investment by these noncontrolling shareholders combined with their proportional share of the earnings or losses
of these subsidiaries, net of distributions paid.
FISCAL YEAR
Our fiscal year is a 52 or 53 week period, ending on the last Saturday of December. Unless otherwise stated,
references to 2023, 2022, and 2021 relate to the fiscal years ended December 30, 2023, December 31, 2022, and December
25, 2021, respectively. Fiscal year 2023 was comprised of 52 weeks, fiscal year 2022 was comprised of 53 weeks and
fiscal year 2021 was comprised of 52 weeks.
29
FAIR VALUE DISCLOSURES OF FINANCIAL INSTRUMENTS
We follow ASC Topic 820, Fair Value Measurements and Disclosures, which provides a consistent definition of
fair value, focuses on exit price, prioritizes the use of market-based inputs over entity-specific inputs for measuring fair
value and establishes a three-tier hierarchy for fair value measurements. This topic requires fair value measurements to be
classified and disclosed in one of the following three categories:
Level 1 — Financial instruments with unadjusted, quoted prices listed on active market exchanges.
Level 2 — Financial instruments lacking unadjusted, quoted prices from active market exchanges, including over-
the-counter traded financial instruments. Financial instrument values are determined using prices for recently
traded financial instruments with similar underlying terms and direct or indirect observational inputs, such as
interest rates and yield curves at commonly quoted intervals.
Level 3 — Financial instruments not actively traded on a market exchange and there is little, if any, market
activity. Values are determined using significant unobservable inputs or valuation techniques.
Our investment portfolio includes restricted investments within our wholly-owned subsidiary, Ardellis
Insurance Ltd. There are $24.8 million of restricted investments recorded as of December 30, 2023.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash and highly liquid investments purchased with an original maturity of
three months or less.
INVESTMENTS
Investments are deemed to be "available for sale" and are, accordingly, carried at fair value being the quoted
market value.
ACCOUNTS RECEIVABLE AND ALLOWANCES
We perform periodic credit evaluations of our customers and generally do not require collateral. Accounts
receivable are due under a range of terms we offer to our customers. Discounts are offered, in most instances, as an
incentive for early payment.
We base our allowances related to receivables on historical credit and collections experience, reasonable and
supportable forecasts, and the specific identification of other potential problems, including the general economic climate.
Actual collections can differ, requiring adjustments to the allowances. Individual accounts receivable balances are
evaluated on a monthly basis, and those balances considered uncollectible are charged to the allowance.
The following table presents the activity in our accounts receivable allowances (in thousands):
Additions
Charged to
Costs and
Expenses
Beginning
Balance
Deductions*
Ending
Balance
Year Ended December 30, 2023:
Allowance for possible losses on accounts receivable
$ 11,727 $ 56,522 $ (63,116) $
5,133
Year Ended December 31, 2022:
Allowance for possible losses on accounts receivable
$
5,085 $ 79,862 $ (73,220) $ 11,727
Year Ended December 25, 2021:
Allowance for possible losses on accounts receivable
$
4,629 $ 66,883 $ (66,427) $
5,085
*
Includes accounts charged off, discounts given to customers and actual customer returns and allowances.
30
We record estimated sales returns, discounts, and other applicable adjustments as a reduction of net sales in the
same period revenue is recognized.
Accounts receivable retainage amounts related to long term construction contracts totaled $8.2 million and $8.0
million as of December 30, 2023 and December 31, 2022, respectively. All amounts are expected to be collected within
18 months. Concentration of accounts receivable related to our two largest customers totaled $118.0 million and $131.0
million as of December 30, 2023 and December 31, 2022, respectively.
RECENTLY ISSUED ACCOUNTING GUIDANCE
In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax
Disclosures," which is intended to enhance the transparency, decision usefulness and effectiveness of income tax
disclosures. The amendments in this ASU require a public entity to disclose a tabular tax rate reconciliation, using both
percentages and currency, with specific categories. A public entity is also required to provide a qualitative description of
the states and local jurisdictions that make up the majority of the effect of the state and local income tax category and the
net amount of income taxes paid, disaggregated by federal, state and foreign taxes and also disaggregated by individual
jurisdictions. The amendments also remove certain disclosures that are no longer considered cost beneficial. The
amendments are effective prospectively for annual periods beginning after December 15, 2024, and early adoption and
retrospective application are permitted. Although the ASU only modifies our required income tax disclosures, we are
currently evaluating the impact of adopting this guidance on the consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to
Reportable Segment Disclosures," which is intended to improve reportable segment disclosure requirements, primarily
through enhanced disclosures about significant segment expenses, allowing financial statement users to better understand
the components of a segment's profit or loss to assess potential future cash flows for each reportable segment and the entity
as a whole. The amendments expand a public entity's segment disclosures by requiring disclosure of significant segment
expenses that are regularly provided to the chief operating decision maker ("CODM"), clarifying when an entity may
report one or more additional measures to assess segment performance, requiring enhanced interim disclosures, providing
new disclosure requirements for entities with a single reportable segment, and requiring other new disclosures. The
amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years
beginning after December 15, 2024, and early adoption is permitted. Although the ASU only requires additional
disclosures about the Company's operating segments, we are currently evaluating the impact of adopting this guidance on
the consolidated financial statements.
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract
Assets and Contract Liabilities from Contracts with Customers. The ASU requires that an acquirer recognize and measure
contract assets and contract liabilities in a business combination in accordance with Topic 606. The ASU is effective for
fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and has been applied
prospectively to all business combinations occurring after this date.
INVENTORIES
Inventories are stated at the lower of cost or net realizable value. The cost of inventories includes raw materials,
direct labor, and manufacturing overhead and is determined using the weighted average cost method. Raw materials consist
primarily of unfinished wood products and other materials expected to be manufactured or treated prior to sale, while
finished goods represent various manufactured and treated wood products ready for sale. We have inventory on
consignment at customer locations valued at $23.2 million as of December 30, 2023 and $27.9 million as of December 31,
2022.
We write down the value of inventory, the impact of which is reflected in cost of goods sold in the Consolidated
Statement of Earnings and Comprehensive Income, if the cost of specific inventory items on hand exceeds the amount we
expect to realize from the ultimate sale or disposal of the inventory. These estimates are based on management's judgment
regarding future demand and market conditions and analysis of historical experience.
31
PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment are stated at cost. Expenditures for renewals and betterments are capitalized, and
maintenance and repairs are expensed as incurred. The components of property, plant and equipment as of December 30,
2023 and December 31, 2022 were as follows:
Land and improvements
Building and improvements
Machinery and equipment
Furniture and fixtures
Construction in progress
Total Property, Plant and Equipment, Gross
Year Ended
December 30, December 31,
2023
2022
$ 185,188 $ 171,729
355,228
708,095
23,186
121,730
$ 1,559,304 $ 1,379,968
400,232
884,880
26,275
62,729
Amortization of assets held under finance leases is included in depreciation and amortized over the shorter of the
estimated useful life of the asset or the lease term. Depreciation is computed principally by the straight-line method over
the estimated useful lives of the assets as follows:
Land improvements
Buildings and improvements
Machinery, equipment and office furniture
5 to 15 years
10 to 32 years
2 to 20 years
Software costs are included in machinery and equipment on the balance sheet with gross amounts and
accumulated amortization totaling $5.8 million and $5.7 million as of December 30, 2023, and $5.7 million and $5.4
million as of December 31, 2022, respectively.
LONG-LIVED ASSETS
In accordance with ASC 360, Property, Plant, and Equipment (“ASC 360”), when an indicator of potential
impairment exists, we evaluate the recoverability of our long-lived assets by determining whether unamortized balances
could be recovered through undiscounted future operating cash flows over the remaining lives of the assets. If the sum of
the expected future cash flows was less than the carrying value of the assets, an impairment loss would be recognized for
the excess of the carrying value over the fair value.
GOODWILL
Goodwill represents the excess of the purchase price over the fair value of net tangible and identifiable intangible
assets of acquired businesses. Goodwill and intangible assets deemed to have indefinite lives are not amortized and are
subject to impairment tests at least annually in accordance with ASC 350, Intangibles-Goodwill and Other. We review the
carrying amounts of goodwill and other non-amortizable intangibles by reporting unit to determine if such assets may be
impaired. As of the date of the most recent goodwill impairment test, which utilized data and assumptions as of September
30, 2023, it was determined that the fair values exceed the carrying values and there were no indicators for impairment for
all of our reporting units. In the fourth quarter of 2022, we recorded a non-cash goodwill impairment charge of $2.5 million
related to the Italian reporting unit within our all other segment. Subsequently, the Italian reporting unit was divested in
2023. We believe we have sufficient available information, both current and historical, to support our assumptions,
judgments and estimates used in the goodwill impairment test.
Our annual testing date for evaluating goodwill and indefinite-lived intangible asset impairment is the first day
of our fourth fiscal quarter for all reporting units. Additionally, we review various triggering events throughout the year to
determine whether a mid-year impairment analysis is required.
32
FOREIGN CURRENCY
Our foreign operations use the local currency as their functional currency. Accordingly, assets and liabilities are
translated at exchange rates as of the balance sheet date and revenues and expenses are translated using weighted average
rates, with translation adjustments included as a separate component of shareholders’ equity. Gains and losses arising from
re-measuring foreign currency transactions are included in earnings.
INSURANCE RESERVES
Our wholly-owned insurance company, Ardellis Insurance Ltd.(“Ardellis”), was incorporated on April 21, 2001
under the laws of Bermuda and is licensed as a Class 3A insurer under the Insurance Act 1978 of Bermuda. On April 14,
2017 the U.S. Branch of Ardellis Insurance Ltd. was granted its Certificate of Authority to transact property and casualty
insurance lines as an admitted carrier in the State of Michigan.
We are primarily self-insured for certain employee health benefits, and have self-funded retentions for general
liability, automobile liability, property and workers’ compensation. We are fully self-insured for environmental liabilities.
The general liability, automobile liability, property, workers’ compensation, and certain environmental liabilities are
managed through Ardellis; the related assets and liabilities of which are included in the consolidated financial statements
as of December 30, 2023 and December 31, 2022. Our policy is to accrue amounts equal to actuarially determined or
internally computed liabilities. The actuarial and internal valuations are based on historical information along with certain
assumptions about future events. Changes in assumptions for such matters as legal actions, medical cost trends, and
changes in claims experience could cause these estimates to change in the future.
In addition to providing coverage for the Company, Ardellis provides Excess Loss Insurance (primarily medical
and prescription drug) and Excess General Liability and Property Insurance to certain third parties. As of December 30,
2023, Ardellis had 207 such contracts in place. Reserves associated with these contracts were $7.5 million at December
30, 2023, and $5.0 million at December 31, 2022, and are accrued based on third party actuarial valuations of the expected
future liabilities.
INCOME TAXES
Deferred income tax assets and liabilities are computed for differences between the financial statement and tax
basis of assets and liabilities that will result in taxable or deductible amounts in the future. Such deferred income tax asset
and liability computations are based on enacted tax laws and rates. Valuation allowances are established when necessary
to reduce deferred income tax assets to the amounts expected to be realized. Income tax expense is the tax payable or
refundable for the period plus or minus the change during the period in deferred income tax assets and liabilities.
REVENUE RECOGNITION
Within the three primary segments (Retail, Packaging, and Construction) that the Company operates, there are a
variety of written agreements governing the sale of our products and services. The transaction price is stated at the purchase
order level, which includes shipping and/or freight costs and any applicable governmental authority taxes. The majority
of our contracts have a single performance obligation concentrated around the delivery of goods to the carrier, Free On
Board (FOB) shipping point. Therefore, revenue is recognized when this performance obligation is satisfied. Generally,
title and control passes at the time of shipment. In certain circumstances, the customer takes title when the shipment arrives
at the destination. However, our shipping process is typically completed the same day.
Certain customer products that we provide require installation by the Company or a third party. Installation revenue
is recognized upon completion. If we use a third party for installation, the party will act as an agent to us until completion
of the installation. Installation revenue represents an immaterial share of our total net sales.
33
We utilize rebates, credits, discounts and/or cash-based incentives with certain customers which are accounted for
as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and
reduce revenues recognized. We believe that there will not be significant changes to our estimates of variable
consideration. The allocation of these costs are applied at the invoice level and recognized in conjunction with revenue.
Additionally, returns and refunds are estimated on a historical and expected basis which is a reduction of revenue
recognized.
Earnings on construction contracts are reflected in operations using over time accounting, under either cost to cost
or units of delivery methods, depending on the nature of the business at individual operations, which is in accordance with
ASC 606 as revenue is recognized when certain performance obligations are performed. Under over time accounting using
the cost to cost method, revenues and related earnings on construction contracts are measured by the relationships of actual
costs incurred relative to the total estimated costs. Under over time accounting using the units of delivery method, revenues
and related earnings on construction contracts are measured by the relationships of actual units produced relative 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 year, we update our estimated costs to complete our projects using current labor and
commodity costs and recognize losses to the extent that they exist.
The following table presents our net sales disaggregated by revenue source (in thousands):
December 30,
December 31,
Year Ended
December 25, 2023 vs. 2022
Point in Time Revenue
Over Time Revenue
Total Net Sales
2023
7,069,690 $
148,694
7,218,384 $
$
$
2021
2022
9,442,794 $ 8,512,012
124,122
9,626,739 $ 8,636,134
183,945
% Change
2022 vs. 2021
% Change
(25.1)%
(19.2)%
(25.0)%
10.9%
48.2%
11.5%
The Construction segment comprises the construction contract revenue shown above. Construction contract
revenue is primarily made up of site-built and framing customers.
The following table presents the balances of over time accounting accounts on December 30, 2023 and December
31, 2022 which are included in “Other current assets” and “Accrued liabilities: Other”, respectively (in thousands):
Cost and Earnings in Excess of Billings
Billings in Excess of Cost and Earnings
SHIPPING AND HANDLING OF PRODUCT
December 30,
2023
December 31,
2022
$
3,572 $
9,487
6,798
10,184
Shipping and handling costs that are charged to and reimbursed by the customer are recognized as revenue. Costs
incurred related to the shipment and handling of products are classified in cost of goods sold.
SHARE-BASED COMPENSATION
We account for share-based awards in accordance with ASC Topic 718, Compensation – Stock Compensation
(“ASC 718”), which requires recognition of share-based compensation costs in financial statements based on fair value.
Compensation cost is recognized over the period during which an employee is required to provide services in exchange
for the award (the requisite service period). Forfeitures are recognized as they occur.
34
EARNINGS PER SHARE
Earnings per share (“EPS”) is computed using the two-class method. The two-class method determines EPS for
each class of common stock and participating securities according to dividends and their respective participation rights in
undistributed earnings. Participating securities include non-vested shares of restricted stock in which the participants have
non-forfeitable rights to dividends during the performance period. EPS, basic and diluted, is calculated by dividing net
earnings attributable to controlling interest, net of applicable taxes, by the weighted average number of shares of common
stock outstanding for the period. The computation of EPS is as follows (in thousands):
December 30, December 31, December 25,
2022
2021
2023
Numerator:
Net earnings attributable to controlling interest
Adjustment for earnings allocated to non-vested restricted common
stock equivalents
Net earnings for calculating EPS
$
514,312 $ 692,651 $
535,640
(25,139)
489,173 $ 665,163 $
(27,488)
(17,342)
518,298
$
Denominator:
Weighted average shares outstanding
Adjustment for non-vested restricted common stock equivalents
Shares for calculating basic EPS
Effect of dilutive restricted common stock equivalents
Shares for calculating diluted EPS
Net earnings per share:
Basic
Diluted
USE OF ACCOUNTING ESTIMATES
62,683
(3,064)
59,619
1,020
60,639
62,667
(2,487)
60,180
473
60,653
62,209
(2,014)
60,195
159
60,354
$
$
8.21 $
8.07 $
11.05 $
10.97 $
8.61
8.59
The preparation of financial statements in conformity with accounting principles generally accepted in the United
States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and
expenses during the reporting period. We believe our estimates to be reasonable; however, actual results could differ from
these estimates.
35
B.
FAIR VALUE
We apply the provisions of ASC 820, Fair Value Measurements and Disclosures, to assets and liabilities
measured at fair value. Assets and liabilities measured at fair value are as follows (in thousands):
December 30, 2023
December 31, 2022
Quoted
Prices in
Active
Markets
Prices with
Other
Prices with
Observable Unobservable
Inputs
(Level 1) (Level 2)
$ 492,800 $ 6,133 $
Quoted
Prices in
Active
Prices with
Other
Prices with
Observable Unobservable
Inputs
(Level 3)
Total
Markets
(Level 1) (Level 2)
Inputs
Inputs
(Level 3)
Total
— $ 498,933 $ 390,219 $ 1,286 $
— $ 391,505
Money market
funds
Fixed income
funds
Treasury
securities
Equity securities
Alternative
investments
Mutual funds:
Domestic stock
funds
International
stock funds
Target funds
Bond funds
Alternative
funds
Total mutual
funds
Total
5,112
18,976
— 24,088
2,594
16,692
— 19,286
344
16,411
—
13,330
509
9
5
474
—
—
—
—
—
—
—
—
14,327
$ 528,994 $ 25,109 $
—
—
344
10,500 26,911
343
17,337
4,052
4,052
—
— 13,330
13,067
—
—
—
509
9
5
1,414
8
130
—
474
474
— 14,327
15,093
—
—
—
—
—
—
—
—
—
14,552 $ 568,655 $ 425,586 $ 17,978 $
—
343
— 17,337
4,102
4,102
— 13,067
—
—
—
1,414
8
130
—
474
— 15,093
4,102 $ 447,666
From the assets measured at fair value as of December 30, 2023, listed in the table above, $498.5 million of
money market funds are held in Cash and Cash Equivalents, $34.8 million of mutual funds, equity securities, and
alternative investments are held in Investments, $10.5 million of equity securities are held in Other Assets, $0.1 million of
money market and mutual funds are held in Other Assets for our deferred compensation plan, and $24.4 million of fixed
income funds and $0.4 million of money market funds are held in Restricted Investments. As of December 31, 2022, $36.1
million of mutual funds, equity securities, and alternative investments were held in Investments, $391.2 million of money
market funds were held in Cash and Cash Equivalents, $0.5 million of money market and mutual funds were held in Other
Assets for our deferred compensation plan, and $19.6 million of fixed income funds and $0.3 million of money market
funds were held in Restricted Investments.
We maintain money market, mutual funds, bonds, and/or equity securities in our non-qualified deferred
compensation plan, our wholly owned licensed captive insurance company, and assets held in financial institutions. These
funds are valued at prices quoted in an active exchange market and are included in "Cash and Cash Equivalents",
"Investments", "Other Assets", and “Restricted Investments.” 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.
During 2023, we made $10.5 million of investments through our Innov8 Fund, which is designed to invest in
emerging projects, services, and technologies. These investments are valued as Level 3 assets and are categorized as
“Equity securities.”
36
In accordance with our investment policy, our wholly-owned company, Ardellis Insurance Ltd. ("Ardellis"),
maintains an investment portfolio, totaling $59.2 million and $55.6 million as of December 30, 2023 and December 31,
2022, respectively, which has been included in the aforementioned table of total investments. This portfolio consists of
domestic and international equity securities, alternative investments, and fixed income bonds.
Ardellis’ available for sale investment portfolio, including funds held with the State of Michigan, consists of the
following (in thousands):
Fixed income
Treasury securities
Equity
Mutual funds
Alternative investments
Total
December 30, 2023
Unrealized
Gain (Loss) Fair Value Cost
December 31, 2022
Unrealized
Gain (Loss) Fair Value
Cost
$ 25,514 $ (1,426) $ 24,088 $ 21,399 $ (2,113) $ 19,286
343
343
1,575 17,337
15,762
14,574
1,144
13,430
4,102
997
3,105
4,237 $ 59,177 $ 54,039 $ 1,603 $ 55,642
344
13,523
12,348
3,211
$ 54,940 $
344
2,888 16,411
14,282
1,934
4,052
841
—
—
Our fixed income investments consist of a blend of US Government and Agency bonds and investment grade
corporate bonds with varying maturities. Our equity investments consist of small, mid, and large cap growth and value
funds, as well as international equity. Our mutual fund investments consist of domestic and international stock. Our
alternative investments consist of a private real estate income trust which is valued as a Level 3 asset. The net pre-tax
unrealized gain was $4.2 million and $1.6 million as of December 30, 2023 and December 31, 2022. Carrying amounts
above are recorded in the investments and restricted investments line items within the balance sheet as of December 30,
2023 and December 31, 2022.
37
C.
BUSINESS COMBINATIONS
We completed the following business combinations in fiscal 2023 and 2022, which were accounted for using the
purchase or equity method (in thousands).
Company
Name
Acquisition
Date
September 20, 2023
Purchase Price
$52,841
consideration for 80%
stock purchase, net of
acquired cash
Intangible
Assets
Net
Tangible
Assets
Operating
Segment
$
43,785 $
9,056 International
UFP Palets y Embalajes SL (UFP
Palets)
Headquartered in Castellón, Spain, UFP Palets (formerly known as Palets Suller Group) is the
market leader in machine-built wood pallets, serving the region's large ceramic tile industry.
The company had trailing 12-month sales of approximately $38 million through August 2023.
December 6, 2022
$70,942
consideration for 100%
asset purchase
$
48,745 $
22,197 Packaging
Titan Corrugated, Inc. (Titan) and All
Boxed Up, LLC (ABU)
Located in Flower Mound, TX and founded in 2003, Titan’s primary products include boxes
used in moving and storage, jumbo boxes for industrial products, corrugated shipping
containers, and point-of-purchase displays. ABU distributes common box sizes manufactured
by Titan throughout the United States. The combined companies had trailing 12-month sales
through October 2022 of approximately $46.5 million.
June 27, 2022
$69,791
consideration for equity
method investment
$
34,552 $
35,239 Packaging
Dempsey Wood Products, Inc.
(Dempsey)
Located in Orangeburg, South Carolina and founded in 1988, Dempsey is a sawmill which
produces products such as kiln dried finished lumber, industrial lumber, green cut stock lumber,
pine chips and shavings, landscaping mulch, and sawdust. The Company had sales of
approximately $69 million in 2021.
Cedar Poly, LLC
May 9, 2022
$15,398
consideration for 100%
asset purchase
$
4,821 $
10,577
Retail
Located in Tipton, Iowa, Cedar Poly is a full-service recycler of high-density and low-density
polyethylene (HDPE and LDPE) flakes and pellets used in various products, including
composite decking. The company also recycles corrugate and operates its own transportation
fleet. Cedar Poly had 2021 sales of approximately $17.3 million and operates in UFP’s
Deckorators business unit.
December 27, 2021
$24,057
consideration for 100%
stock purchase, net of
acquired cash and $2,000
estimated contingent
consideration
$
20,390 $
5,667
Retail
Ultra Aluminum Manufacturing, Inc.
(Ultra)
Located in Howell, Michigan and founded in 1996, Ultra is a leading manufacturer of
aluminum fencing, gates and railing. The company designs and produces an extensive selection
of ornamental aluminum fence and railing products for contractors, landscapers, fence dealers
and wholesalers. The Company had sales of approximately $45 million in 2021.
The intangible assets for each acquisition were finalized and allocated to their respective identifiable intangible
asset and goodwill accounts during 2023, except for the acquisition of UFP Palets. In aggregate, acquisitions made during
2023 and 2022, contributed approximately $95.0 million in net sales and $3.3 million in operating profit during 2023.
38
We acquired UFP Palets on September 20, 2023, in which we own 80% of the issued equity of that entity, and
the remaining 20% of the issued equity is owned by the previous owner (“Seller”). In the fourth quarter of 2023, we gained
control over UFP Palets and thus began consolidating this entity. The investment in UFP Palets is accounted for as a
business acquisition. Per the contract, the Seller has a put right to sell their equity interest to us and we have a call right to
purchase the Seller’s equity interest, which are both first exercisable in September 2026. The values of the put and call
options are based upon future performance. As a result of this redemption feature, we recorded redeemable noncontrolling
interest, at its acquisition‑date fair value, that is classified as temporary equity in the accompanying consolidated balance
sheets at December 30, 2023.
The amounts assigned to major intangible classes for the business combinations mentioned above are as follows
(in thousands):
UFP Palets
All Boxed Up
Titan
Cedar Poly
Ultra
*(estimate)
Non-
Intangibles -
Compete
Customer
Agreements Technology Patents Relationships Tradename Goodwill Deductible
— $ 7,077 * $ 43,785
$
1,914
628
29
46,831
721 15,367
4,821
1,441
500
20,390
8,550
5,020
36,708 * $
864
21,136
2,490
6,820
— $
—
—
390
—
393
9,607
—
—
—
—
—
—
— $ — $
Tax
The business combinations mentioned above were not significant to our operating results individually or in
aggregate, and thus pro forma results for 2023 and 2022 are not presented.
D.
GOODWILL AND OTHER INTANGIBLE ASSETS
As described in Note M — Segment Reporting, our segment structure is based upon the markets we serve and
goodwill has been allocated to the segments using a relative fair value approach. The changes in the net carrying amount
of goodwill by reporting segment for the years ended December 30, 2023 and December 31, 2022, are as follows (in
thousands):
Balance as of December 25, 2021
2022 Acquisitions
2022 Purchase Accounting Adjustments
2022 Impairments
Foreign Exchange, Net
Balance as of December 31, 2022
2023 Acquisitions
2023 Purchase Accounting Adjustments
Foreign Exchange, Net
Balance as of December 30, 2023
Packaging Construction All Other Corporate
Total
Retail
$ 73,376 $ 128,541 $ 89,000 $ 24,121 $
10,971
293
—
—
—
(4,766)
(2,480)
(774)
23,862
(3,494)
—
—
—
(1,074)
—
(256)
$ 84,640 $ 148,909 $ 87,670 $ 16,101 $
—
(979)
—
—
(7,867)
—
—
—
135
7,077
—
627
$ 83,661 $ 141,042 $ 87,805 $ 23,805 $
— $ 315,038
34,833
—
(9,041)
—
(2,480)
—
—
(1,030)
— $ 337,320
7,077
—
(8,846)
—
—
762
— $ 336,313
As of the date of the most recent goodwill impairment test, which utilized data and assumptions as of September
30, 2023, all reporting units had fair values that were substantially in excess of their carrying values. During 2022, we
experienced significantly lower than expected operating results within our Italian reporting unit, which is within the all
other segment. It was determined that the carrying value of the reporting unit exceeded its fair value and as a result, we
recorded a non-cash goodwill impairment charge of $2.5 million as of December 31, 2022, which represented the entire
amount of the goodwill recorded within the reporting unit. Subsequently, the Italian reporting unit was divested in 2023.
Indefinite-lived intangible assets totaled $7.3 million as of December 30, 2023 and December 31, 2022 related to
the commercial unit within the construction segment, the international unit within the all other segment, and the
Deckorators unit within the retail segment.
39
The following amounts were included in other amortizable intangible assets, net as of December 30, 2023 and
December 31, 2022 (in thousands):
Non-compete agreements
Customer relationships and other
Licensing agreements
Patents
Technology
Tradename
Software
Total
$
Assets
(5,966) $
3,920 $ 12,577 $
Assets
9,886 $
2023
Accumulated
Amortization Net Value
2022
Accumulated
Amortization Net Value
5,468
104,466
—
872
1,725
30,433
928
$ 242,634 $ (67,439) $ 175,195 $ 201,468 $ (57,576) $ 143,892
(43,403)
—
(898)
(2,173)
(12,320)
(2,679)
(34,646)
(4,589)
(1,104)
(875)
(8,393)
(860)
139,112
4,589
1,976
2,600
38,826
1,788
171,029
—
1,622
12,600
39,831
7,666
127,626
—
724
10,427
27,511
4,987
(7,109) $
Amortization is computed principally by the straight-line method over the estimated useful lives of the intangible
assets as follows:
Intangible Asset Type
Non-compete agreements
Customer relationships and other
Licensing agreements
Patents
Technology
Tradename (amortizable)
Software
Weighted Average
Estimated Useful Life Amortization Period
7.5 years
10.4 years
10 years
10 years
9.5 years
10.9 years
3 years
2 to 15 years
5 to 15 years
10 years
10 years
5 to 12 years
5 to 25 years
3 to 5 years
Amortization expense of intangibles totaled $21.3 million, $19.5 million and $13.9 million in 2023, 2022 and
2021, respectively. The estimated amortization expense for intangibles for each of the five succeeding fiscal years is as
follows (in thousands):
2024
2025
2026
2027
2028
Thereafter
Total
E.
DEBT
$
$
23,580
22,998
20,520
18,636
18,021
71,440
175,195
On November 1, 2018, we entered into a five-year, $375 million unsecured revolving credit facility with a
syndicate of U.S. banks. On February 28, 2021, this credit agreement was amended to increase the availability from
$375 million to $550 million by exercising the accordion feature in the original agreement. On December 6, 2022, a
second amendment increased the availability from $550 million to $750 million. The facilities now include up to $60
million which may be advanced in the form of letters of credit, and up to $100 million (U.S. dollar equivalent) which
may be advanced in Canadian dollars, Australian dollars, Sterling, Euros and such other foreign currencies as may
subsequently be agreed upon among the parties. Cash borrowings are charged interest based upon an index selected by
the Company, plus a margin that is determined based upon the index selected and upon the financial performance of the
Company and certain of its subsidiaries. We are charged a facility fee on the entire amount of the lending commitment,
at a per annum rate ranging from 15.0 to 30.0 basis points, also determined based upon our performance. The facility fee
is payable quarterly in arrears.
40
On August 10, 2020, we entered into an unsecured Note Purchase Agreement under which we issued our 3.04%
Series 2020 E Senior Notes, due August 10, 2032, in the aggregate principal amount of $50 million, our 3.08% Series
2020 F Senior Notes, due August 10, 2033, in the aggregate principal amount of $50 million, and our 3.15% Series 2020
G Senior Notes, due August 10, 2035, in the aggregate principal amount of $50 million.
Outstanding letters of credit extended on our behalf on December 30, 2023 and December 31, 2022 aggregated
$47.8 million and $59.0 million. These letters of credit are comprised of $37.3 million issued under the revolving credit
facility, including approximately $3.3 million related to industrial development revenue bonds, and $10.5 million issued
outside of the facility. We had an outstanding balance on the revolver of $3.7 million and $5.5 million, which includes
foreign subsidiary borrowings at December 30, 2023, and December 31, 2022, respectively. After considering letters of
credit, we had $709.0 million and $741.2 million in remaining availability on the revolver on December 30, 2023, and
December 31, 2022, respectively. Letters of credit have one-year terms, include an automatic renewal clause, and are
charged an annual interest rate of 112.5 to 122.5 basis points, based upon our financial performance.
Long-term debt obligations are summarized as follows on December 30, 2023 and December 31, 2022 (amounts
in thousands):
Series 2020 Senior Notes E, due on August 10, 2032, interest payable semi-annually at
3.04%
Series 2020 Senior Notes F, due on August 10, 2033, interest payable semi-annually at
3.08%
Series 2020 Senior Notes G, due on August 10, 2035, interest payable semi-annually at
3.15%
Series 2018 Senior Notes C, due on June 14, 2028, interest payable semi-annually at 4.20%
Series 2018 Senior Notes D, due on June 14, 2030, interest payable semi-annually at 4.27%
Series 2012 Senior Notes Tranche B, due on December 17, 2024, interest payable semi-
annually at 3.98%
Foreign subsidiary borrowings under revolving credit facility, due on December 6, 2027,
interest payable monthly at a floating rate (5.44% on December 30, 2023 and 4.13% on
December 31, 2022)
Series 1999 Industrial Development Revenue Bonds, due on August 1, 2029, interest
payable monthly at a floating rate (3.33% on December 30, 2023 and 1.04% on December
31, 2022)
Finance leases and foreign affiliate debt
Less current portion
Less debt issuance costs
Long-term portion
2023
2022
$ 50,000 $ 50,000
50,000
50,000
50,000
40,000
35,000
50,000
40,000
35,000
40,000
40,000
3,692
5,465
3,300
4,592
276,584
(42,900)
(150)
3,300
4,565
278,330
(2,942)
(234)
$ 233,534 $ 275,154
Financial covenants on the unsecured revolving credit facility and unsecured notes include minimum interest
coverage 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 among other industry standard covenants. We were within all of our
lending requirements on December 30, 2023 and December 31, 2022.
41
On December 30, 2023, the principal maturities of long-term debt and finance lease obligations are as follows (in
thousands):
2024
2025
2026
2027
2028
Thereafter
Total
$
$
42,823
640
186
3,896
40,223
188,666
276,434
On December 30, 2023, the estimated fair value of our long-term debt, including the current portion, was $241.4
million, which was $35.1 million less than the carrying value. The estimated fair value is based on rates anticipated to be
available to us for debt with similar terms and maturities. We consider the valuations of our long-term debt, including the
current portion, to be Level 2 liabilities which rely on quoted prices in markets that are not active or observable inputs
over the full term of the liability.
F.
LEASES
We determine if an arrangement is a lease at inception. We lease certain real estate under non-cancelable operating
lease agreements with typical original terms ranging from one to ten years. We are required to pay real estate taxes and
other occupancy costs under certain leases, which are variable in nature and not included in the right of use asset or lease
liability. Certain leases carry renewal options of five to fifteen years. We believe that future leases will likely have similar
terms. We also lease motor vehicles, equipment, and an aircraft under operating lease agreements for periods of one to
ten years. We do not typically enter into leases with residual value guarantees. There were no restrictions or covenants
imposed by any lease agreements.
We believe finance leases have no significant impact to our consolidated balance sheet and statement of earnings
as of December 30, 2023.
As of December 30, 2023, we have no leases that have not yet commenced that would significantly impact the
rights, obligations, and our financial position.
There were no lease transactions between related parties as of December 30, 2023.
The rates implicit in our leases are primarily not readily available. To determine the discount rate used to present
value the lease payments, we utilize the 7-year treasury note rate plus a blend of rate spreads associated with our 10 to 15
year senior notes along with estimated spreads based on current market conditions. We feel the determined rate is a
reasonable representation of our lease population.
Lease costs under non-cancelable operating leases on December 30, 2023 and December 31, 2022 are as follows
(in thousands):
Operating lease cost
Short-term lease cost
Variable lease cost
Sublease income
Total lease cost
2023
2022
$ 33,829 $ 32,458
10,490
5,291
(2,876)
$ 47,419 $ 45,363
9,525
6,332
(2,267)
Rent expense was approximately $49.7 million, $48.2 million, and $40.1 million in 2023, 2022, and 2021,
respectively.
42
The amounts paid for operating leases, included in the measurement of lease liabilities, were $32.4 million in the
year ended December 30, 2023 and $30.2 million in the year ended December 31, 2022. In addition, right-of-use assets
obtained in exchange for new operating lease liabilities were approximately $35.4 million and $32.0 million,
respectively, for the years ended December 30, 2023 and December 31, 2022.
Future minimum payments under non-cancelable operating leases on December 30, 2023 are as follows (in
thousands):
2024
2025
2026
2027
2028
Thereafter
Total minimum lease payments
Less present value discount
Total lease liability
Operating
$
Leases
32,796
29,435
27,104
17,998
13,517
31,686
$ 152,536
(44,674)
$ 107,862
As of December 30, 2023 and December 31, 2022, the weighted average lease term for operating leases was 7.21
years and 6.78 years, respectively. Similarly, the weighted average discount rate for operating leases was 4.53% and
3.70%, respectively.
G.
DEFERRED COMPENSATION
We have a program whereby certain executives irrevocably elected to defer receipt of certain compensation in
1985 through 1988. Deferred compensation payments to these executives commenced upon their retirement. There was
no remaining deferred compensation liability on December 30, 2023 and the remaining deferred compensation liability on
December 31, 2022 was $0.1 million. We purchased life insurance on these executives, payable to us in amounts which,
if assumptions made as to mortality experience, policy dividends, and other factors are realized, will accumulate cash
values adequate to reimburse us for all payments for insurance and deferred compensation obligations. The investment in
life insurance contracts as of December 30, 2023 and December 31, 2022, was $12.2 million and $11.6 million,
respectively, and is recorded in “Other Assets” on the Consolidated Balance Sheet.
We also maintain a non-qualified deferred compensation plan (the "Plan") for the benefit of senior management
employees who may elect to defer a portion of their annual bonus payments and salaries. The Plan provides investment
options similar to our 401(k) plan, including our stock. The investment in our stock is funded by the issuance of shares to
a Rabbi trust, and may only be distributed in kind. Assets held by the Plan totaled approximately $0.1 million and $0.5
million on December 30, 2023 and December 31, 2022, respectively, and are included in "Other Assets." Related liabilities
totaled $57.8 million and $50.4 million on December 30, 2023 and December 31, 2022, respectively, and are included in
"Other Liabilities" and "Shareholders’ Equity." Assets associated with the Plan are recorded at fair market value. The
related liabilities are also recorded at fair market value, with the exception of obligations associated with investments in
our stock which are recorded at the market value on the date of deferral.
H.
COMMON STOCK
We maintain and administer our shareholder approved Employee Stock Purchase Plan. The Employee Stock
Purchase Plan allows eligible employees to purchase shares of our stock at a share price equal to 85% of fair market value
on the purchase date. We have expensed the fair value of the compensation associated with these awards, which
approximates the discount. The amount of expense is nominal.
43
We maintain and administer our shareholder approved Director Compensation Plan. The Director Compensation
Plan allows eligible members of the Board of Directors to defer the cash portion of their retainer and committee fees,
credited in the form of stock units, and receive shares of our stock at the time of or following their retirement, disability
or death. The number of shares to be received is equal to the amount of the cash portion of their retainer and committee
fees deferred multiplied by 110%, divided by the fair market value of a share of our stock at the time of deferral. The
number of units is increased by the amount of dividends paid on our common stock. The units are immediately vested as
of the grant date, since they are considered payment for services rendered quarterly. We recognized expense for this plan
of $1.9 million in 2023, $2.0 million in 2022, and $1.7 million in 2021. Effective January 1, 2017, this plan was amended
to allow directors to defer payment of the annual retainer paid in the form of our common stock. The number of shares to
be received for their portion of the retainer that is deferred is equal to the amount of shares plus the number of shares
attributable to cash dividends payable on those deferred shares.
Finally, we maintain and administer our shareholder approved Long Term Stock Incentive Plan (the "LTSIP”).
The LTSIP provides for the grant of stock options, stock appreciation rights, restricted stock, performance shares, sales
incentive awards, and other stock-based awards.
Executive Stock Match awards are granted in the year following the requisite service period, which begins at the
beginning of each fiscal year, and fully vest on the fifth anniversary of the grant date. Refer to Notes to Consolidated
Financial Statements, Note G, "Deferred Compensation" for additional information on the “Plan”.
There is no unrecognized compensation expense remaining for stock options in 2023, 2022, and 2021.
Below is a summary of common stock issuances for 2023 and 2022 (in thousands, except per share
data):
December 30, 2023
Share Issuance Activity
Shares issued under the employee stock purchase plan
Shares issued under the employee stock gift program
Shares issued under the director compensation plan
Shares issued under the LTSIP
Shares issued under the executive stock match plan
Forfeitures
Total shares issued under stock grant programs
Common
Stock
33
$
Average
Share
Price
98.20
95.42
92.82
86.14
85.89
$
86.16
2
3
756
75
(15)
821
Shares issued under the deferred compensation plans
124
$
88.43
44
Share Issuance Activity
Shares issued under the employee stock purchase plan
Shares issued under the employee stock gift program
Shares issued under the director retainer stock program
Shares issued under the LTSIP
Shares issued under the executive stock grants plan
Forfeitures
Total shares issued under stock grant programs
December 31, 2022
Common
Stock
44
$
Average
Share
Price
73.45
78.23
79.98
82.73
82.87
$
82.71
2
4
755
62
(17)
806
Shares issued under the deferred compensation plans
113
$
81.86
A summary of the nonvested restricted stock awards granted under the LTSIP is as follows:
Nonvested at December 26, 2020
Granted
Vested
Forfeited
Nonvested at December 25, 2021
Granted
Vested
Forfeited
Nonvested at December 31, 2022
Granted
Vested
Forfeited
Nonvested at December 30, 2023
Weighted-
Average Grant
Date Fair Value
Weighted-
Unrecognized Average
Compensation Period to
Recognize
Expense
6.3 0.62 years
Expense
(in millions)
Restricted
Awards
1,363,794 $
560,516
(274,271)
(23,007)
1,627,032 $
815,874
(286,661)
(17,990)
2,138,255 $
830,346
(233,763)
(14,001)
2,720,837 $
35.14 $
60.24
26.50
39.68
45.23 $
79.97
34.00
54.07
58.70 $
86.11
40.50
63.54
68.61 $
6.6 0.43 years
51.4 3.74 years
76.9 3.68 years
Under the Stock Purchase Plan and LTSIP, we recognized share-based compensation expense of $34.9 million,
$28.2 million, and $11.2 million and the related total income tax benefits of $8.2 million, $6.9 million, and $2.7 million
in 2023, 2022 and 2021, respectively.
For the year-ended December 30, 2023, we determined that $28.9 million of share-based bonus awards,
representing 254,746 shares, will be awarded to qualified employees as it relates to the Company’s 2023 performance and
granted in 2024 under the LTSIP. Awards granted generally vest after a period of three, five or eight years from the grant
date. In addition to the share-based bonus awards, certain employees are eligible to receive performance units equivalent
to $1.2 million, or 10,893 shares of stock, if certain performance metrics are achieved after three years. As of December
30, 2023 and December 31, 2022, we recognized approximately $5.0 million and $13.8 million, respectively, of
compensation expense related to share-based bonus awards and performance units for each of those respective performance
years.
45
We have a Sales Incentive Plan for certain eligible employees. Under this plan, sales incentives are determined
and calculated using a formula-based approach and estimated monthly based on specific performance metrics. This Plan
places a cap on cash payments with the remaining earned incentive being settled in share-based awards. For the year-ended
December 30, 2023, we determined that $5.9 million of share-based sales incentive awards, representing 51,802 shares,
will be awarded to qualified employees based on the 2023 performance year and granted in 2024. These awards will vest
after a period of five years from the grant date. As of December 30, 2023 and December 31, 2022, we recognized
approximately $1.0 million and $0.9 million of compensation expense related to share-based sales incentive awards for
each of those respective performance years.
In 2023, 2022 and 2021, cash received from share issuances under our plans was $2.7 million, $2.8 million and
$2.1 million, respectively.
During 2023, we repurchased 974,869 shares of our common stock at an average share price of $84.27. During
2022, we repurchased approximately 1,246,616 shares of our common stock at an average share price of $76.83. Effective
July 26, 2023, our board authorized the repurchase of up to $200 million worth of shares of outstanding stock through July
31, 2024. This share authorization supersedes and replaces our prior share repurchase authorizations. We currently have
remaining authorization to repurchase up to $173 million through July 31, 2024.
I.
RETIREMENT PLANS
We have a profit sharing and 401(k) plan for the benefit of substantially all of our employees, excluding the
employees of certain wholly-owned subsidiaries. Amounts contributed to the plan are made at the discretion of the Board
of Directors. We matched 25% of employee contributions in 2023, 2022, and 2021, on a discretionary basis, totaling $8.8
million, $11.7 million, and $9.2 million respectively. Included within the total employee matched contribution was an
additional matched contribution for hourly employees of $1.8 million, $4.6 million and $3.7 million for 2023, 2022 and
2021, respectively, based on meeting certain performance goals during those years. The basis for matching contributions
may not exceed the lesser of 6% of the employee’s annual compensation or the IRS limitation.
We maintain a retirement plan for certain officers of the Company (who have at least 20 years of service with the
Company and at least 10 years of service as an officer) whereby we will pay, upon retirement, certain benefits including
health care benefits, for a specified period of time if certain eligibility requirements are met. Approximately $15.5 million
and $14.8 million are accrued in “Other Liabilities” for this plan on December 30, 2023 and December 31, 2022,
respectively.
J.
INCOME TAXES
Income tax provisions for the years ended December 30, 2023, December 31, 2022, and December 25, 2021 are
summarized as follows (in thousands):
Currently Payable:
Federal
State and local
Foreign
Net Deferred:
Federal
State and local
Foreign
Total income tax expense
46
2023
2022
2021
$ 123,257 $ 181,029 $ 115,077
30,441
21,095
166,613
28,580 44,646
10,808 17,336
162,645 243,011
(2,249)
(3,223)
(389)
(8,561)
(3,657)
(941)
(5,861) (13,159)
6,242
118
999
7,359
$ 156,784 $ 229,852 $ 173,972
The components of earnings before income taxes consist of the following:
2023
2022
2021
U.S.
Foreign
Total
$ 633,816 $ 876,071 $ 645,316
81,020
$ 671,241 $ 934,816 $ 726,336
58,745
37,425
The effective income tax rates are different from the statutory federal income tax rates for the following reasons:
Statutory federal income tax rate
State and local taxes (net of federal benefits)
Tax credits, including foreign tax credit
Change in uncertain tax positions reserve
Other permanent differences
Other, net
Effective income tax rate
2023
21.0 %
3.6
(0.9)
0.2
0.2
(0.7)
23.4 %
2022
21.0 %
3.4
(0.8)
(0.1)
0.1
1.0
24.6 %
2021
21.0 %
3.3
(0.6)
(0.1)
(0.4)
0.7
23.9 %
Temporary differences which give rise to deferred income tax assets and (liabilities) on December 30, 2023 and
December 31, 2022 are as follows (in thousands):
$
2023
45,661 $
27,918
7,881
935
31
2,397
2,203
3,373
28,021
118,420
(6,014)
112,406
(82,617)
(43,455)
(26,870)
(484)
(153,426)
2022
37,893
28,746
6,891
500
102
3,732
3,273
6,791
11,080
99,008
(4,618)
94,390
(69,711)
(43,643)
(27,849)
(702)
(141,905)
$ (41,020) $ (47,515)
Employee benefits
Lease liability
Net operating loss carryforwards
Foreign subsidiary capital loss carryforward
Other tax credits
Inventory
Reserves on receivables
Accrued expenses
Capitalized research and development costs
Gross deferred income tax assets
Valuation allowance
Deferred income tax assets
Depreciation
Intangibles
Right of use assets
Other, net
Deferred income tax liabilities
Net deferred income tax liability
47
As of December 30, 2023, we had federal, state and foreign net operating loss carryforwards of $7.9 million and
state tax credit carryforwards of $0.1 million, which will expire at various dates.
The NOL and credit carryforwards expire as follows:
Net Operating Losses
Tax Credits
2024 - 2028
2029 - 2033
2034 - 2038
2039 - 2043
Thereafter
Total
State
Foreign U.S.
State
U.S.
$
27 $ 206 $
— $
—
—
208
—
396
1,618
1,373
—
1,268
1,656
—
570
$ 208 $ 3,414 $ 3,700 $
— $
—
—
—
—
— $
—
—
31
—
—
31
As of December 30, 2023, we believe that it is more likely than not that the benefit from certain state and foreign
NOL carryforwards will not be realized. In recognition of this risk, we have provided a valuation allowance of $5.5 million
against the various NOLs. Furthermore, there is a valuation allowance of $0.5 million against a capital loss carryforward
we have for a wholly-owned subsidiary, UFP Canada, Inc. Based upon the business activity and the nature of the assets of
this subsidiary, our ability to realize a future benefit from this carryforward is doubtful. The capital loss has an unlimited
carryforward and therefore will not expire unless there is a change in control of the subsidiary.
The Organization of Economic Cooperation and Development (“OECD”) reached an agreement among various
countries to implement a minimum 15% tax rate on certain multinational enterprises, commonly referred to as Pillar Two.
Many countries continue to announce changes in their tax laws, many of them effective for tax years beginning Jan 1,
2024. We continue to analyze the impacts of these legislative changes to our effective tax rate, consolidated financial
statements, and related disclosures. As of Dec 30, 2023, we do not expect the impact of Pillar Two legislation to have a
material impact on our tax expense.
K.
ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES
ASC 740, Income Taxes (“ASC 740”) clarifies the accounting for income taxes by prescribing the minimum
recognition threshold a tax position is required to meet before being recognized in the financial statements. ASC 740 also
provides guidance on derecognition, measurement, classification, interest and penalties, and disclosure requirements.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):
2023
2022
2021
Gross unrecognized tax benefits beginning of year
(Decrease) increase in tax positions for prior years
Increase in tax positions for current year
Lapse in statute of limitations
Gross unrecognized tax benefits end of year
$ 3,217 $ 3,603 $ 3,892
437
839
(1,565)
$ 4,771 $ 3,217 $ 3,603
943
1,286
(675)
(216)
764
(934)
Our effective tax rate would have been affected by the unrecognized tax benefits had this amount been recognized
as a reduction to income tax expense.
We recognized interest and penalties for unrecognized tax benefits in our provision for income taxes. The liability
for unrecognized tax benefits included accrued interest and penalties of $0.4 million for the year December 30, 2023, $0.3
million for the year December 31, 2022, and $0.5 million for the year December 25, 2021.
48
We file income tax returns in the United States and in various state, local and foreign jurisdictions. The federal
and a majority of state and foreign jurisdictions are no longer subject to income tax examinations for years before 2019.
A number of routine state and local examinations are currently ongoing. Due to the potential for resolution of state
examinations, the expiration of various statutes of limitation, and new positions that may be taken, it is reasonably possible
that the amount of unrecognized tax benefits that would reverse through the income statement in the next twelve months
is $1.2 million.
L.
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.
In addition, on December 30, 2023, 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 December 30, 2023, we had outstanding purchase commitments on commenced capital projects of
approximately $82.9 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. 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 effect on our consolidated financial statements.
As part of our operations, 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 project 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 December
30, 2023, we had approximately $20.9 million in outstanding payment and performance bonds for open projects. We had
approximately $6.9 million in payment and performance bonds outstanding for completed projects which are still under
warranty.
On December 30, 2023, we had outstanding letters of credit totaling $47.8 million, primarily related to certain
insurance contracts, industrial development revenue bonds, and other debt agreements described further below.
In lieu of cash deposits, we provide irrevocable letters of credit in favor of our insurers and other third parties to
guarantee our performance under certain insurance contracts and other legal agreements. As of December 30, 2023, we
have irrevocable letters of credit outstanding totaling approximately $44.5 million for these types of arrangements. We
have reserves recorded on our balance sheet, in accrued liabilities, that reflect our expected future liabilities under those
insurance arrangements.
We are required to provide irrevocable letters of credit in favor of the bond trustees for all industrial development
revenue bonds that have been issued. These letters of credit guarantee principal and interest payments to the bondholders.
We currently have irrevocable letters of credit outstanding totaling approximately $3.3 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 UFP Industries, Inc. in certain
debt agreements, including the Series 2012, 2018 and 2020 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.
We did not enter into any new guarantee arrangements during 2023 which would require us to recognize a liability
on our balance sheet.
49
M.
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.
We operate manufacturing, treating and distribution facilities internationally, but primarily in the United States.
Our business segments consist of UFP Retail Solutions, UFP Packaging and UFP Construction and align with the end
markets we serve. This segment structure allows for a specialized and consistent sales approach among Company
operations, efficient use of resources and capital, and quicker introduction of new products and services. We manage the
operations of our individual locations primarily through a market-centered reporting structure under which each location
is included in a business unit and business units are included in our Retail, Packaging, and Construction segments. In the
case of locations which serve multiple segments, results are allocated and accounted for by segment. Two customers, The
Home Depot and Lowes, accounted for approximately 17% and 12%, respectively, of our total net sales in fiscal 2023,
15% and 11%, respectively, of our total net sales in fiscal 2022 and 16% and 10%, respectively, in 2021.
The exception to this market-centered reporting and management structure is our International segment, which
comprises our Mexico, Canada, Europe, Asia, and Australia operations and sales and buying offices in other parts of the
world and our Ardellis segment, which represents our wholly owned fully licensed captive insurance company based in
Bermuda. Our International and Ardellis segments do not meet the quantitative thresholds in order to be separately reported
and accordingly, the International and Ardellis segments have been aggregated in the “All Other” segment for reporting
purposes.
“Corporate” includes purchasing, transportation, corporate ventures, and administrative functions that serve our
operating segments. Operating results of Corporate primarily consist of net sales to external customers initiated by UFP
Purchasing and UFP Transportation and over (under) allocated costs. The operating results of UFP Real Estate, Inc., which
owns and leases real estate, and UFP Transportation Ltd., which owns, leases and operates transportation equipment, are
also included in the Corporate column. Inter-company lease and service charges are assessed to our operating segments
for the use of these assets and services at fair market value rates. Total assets in the Corporate column include unallocated
cash and cash equivalents, certain prepaid assets, certain property, equipment and other assets pertaining to the centralized
activities of Corporate, UFP Real Estate, Inc., UFP Transportation Ltd, UFP Purchasing, and UFP RMS, LLC. The tables
below are presented in thousands:
Retail
Packaging
Construction Other
Corporate
Total
2023
All
$ 2,886,515 $ 1,838,200 $ 2,161,059 $ 328,884 $
83,549
7
8,849
32,996
96,729
—
2,904
19,546
268,210
(3,020)
3,488
3,994
3,726 $ 7,218,384
—
12,842
21,327
110,563
(1,013,813)
15,744
1,520
30,084
Net sales to outside customers
Intersegment net sales
Interest expense(1)
Amortization expense
Depreciation expense
Segment earnings before income
taxes
Segment assets
Capital expenditures
565,325
111
4,566
23,943
167,955
781,005
52,756
193,563
798,623
52,694
243,357
621,762
56,793
37,573
364,274
1,432
28,793
1,452,133
16,707
671,241
4,017,797
180,382
50
Net sales to outside customers
Intersegment net sales
Interest expense(1)
Amortization expense
Depreciation expense
Segment earnings before income
taxes
Segment assets
Capital expenditures
Net sales to outside customers
Intersegment net sales
Interest expense(1)
Amortization expense
Depreciation expense
Segment earnings before income
taxes
Segment assets
Capital expenditures
392,740
177
4,131
19,898
150,165
889,417
55,806
214,400
98
2,780
16,955
124,790
844,189
40,408
Retail
Packaging
Construction Other
Corporate
Total
2022
All
$ 3,650,639 $ 2,394,681 $ 3,143,868 $ 431,611 $
78,409
(2)
6,925
28,191
110,523
—
3,358
15,364
421,406
(1,310)
4,571
2,992
5,940 $ 9,626,739
—
13,910
19,499
94,063
(1,003,078)
15,045
514
27,618
333,087
885,878
55,129
397,446
712,837
54,167
56,813
308,688
3,968
(2,695)
875,253
5,054
934,816
3,672,073
174,124
Retail
Packaging
Construction Other
Corporate
Total
2021
All
$ 3,418,337 $ 2,148,142 $ 2,698,434 $ 362,473 $
85,954
12
6,093
26,219
82,026
1
3,525
13,151
455,874
184
1,336
2,094
8,748 $ 8,636,134
—
13,814
13,948
84,184
(838,254)
13,519
214
25,765
264,958
741,672
42,652
264,238
736,157
22,344
80,905
343,363
5,140
(8,555)
579,890
40,622
726,336
3,245,271
151,166
(1) Interest expense includes intercompany interest between segments.
Information regarding principal geographic areas was as follows (in thousands):
2023
Long-Lived
Tangible
2022
Long-Lived
Tangible
2021
Long-Lived
Tangible
United States
Foreign
Total
Assets
Net Sales
Net Sales
$ 6,935,431 $ 779,748 $ 9,254,676 $ 770,921 $ 8,395,737 $ 679,757
54,873
$ 7,218,384 $ 967,790 $ 9,626,739 $ 897,761 $ 8,636,134 $ 734,630
126,840
188,042
Net Sales
372,063
240,397
282,953
Assets
Assets
51
The following table presents, for the periods indicated, our disaggregated net sales (in thousands) by business
unit for each segment.
Retail
Deckorators
ProWood
UFP Edge
Other
Total Retail
Packaging(1)
Structural Packaging
PalletOne
Protective Packaging
Total Packaging
Construction
Factory Built
Site Built
Commercial
Concrete Forming
Total Construction
All Other
Corporate
Total Net Sales
2023
2022
2021
$ 309,419 $ 326,011 $ 248,765
3,013,620
148,927
7,025
$ 2,886,515 $ 3,650,639 $ 3,418,337
2,494,362
81,603
1,131
3,152,950
168,190
3,488
$ 1,225,204 $ 1,716,021 $ 1,554,857
574,466
18,819
$ 1,838,200 $ 2,394,681 $ 2,148,142
628,969
49,691
530,642
82,354
$ 718,773 $ 1,181,837 $ 1,098,905
1,190,393
259,360
149,776
$ 2,161,059 $ 3,143,868 $ 2,698,434
1,361,607
336,298
264,126
977,129
265,079
200,078
$ 328,884 $ 431,611 $ 362,473
$
3,726 $
5,940 $
8,748
$ 7,218,384 $ 9,626,739 $ 8,636,134
(1) Effective January 1, 2023, the Packaging segment established new business units as follows: Structural Packaging, PalletOne, and Protective
Packaging Solutions. This change resulted in the transfer of net sales from the these geographic business units to Structural Packaging, PalletOne and
Protective Packaging in 2023. Product codes have been transferred within these three business units during 2023, and prior year figures have been
updated to reflect the change for comparability purposes.
52
The following table presents, for the periods indicated, our percentage of value-added and commodity-based sales
to total net sales by segment.
Value-Added
Retail
Packaging
Construction
All Other
Corporate
Total
Commodity-Based
Retail
Packaging
Construction
All Other
Corporate
Total
2023
2022
2021
50.5%
77.0%
83.2%
83.8%
27.5%
68.4%
49.5%
23.0%
16.8%
16.2%
72.5%
31.6%
44.9%
72.0%
77.2%
76.3%
44.3%
63.4%
55.1%
28.0%
22.8%
23.7%
55.7%
36.6%
43.2%
67.7%
73.0%
74.7%
67.9%
59.7%
56.8%
32.3%
27.0%
25.3%
32.1%
40.3%
N.
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
The following table sets forth selected financial information for all of the quarters, consisting of 52 weeks during
the year ended December 30, 2023 and 53 weeks during the year ended December 31, 2022, (in thousands, except per
share data):
First
Second
Third
Fourth
2023
2022
2023
2022
2023
2022
2023
2022
$ 1,822,476 $ 2,489,313 $ 2,043,918 $ 2,900,874 $ 1,827,637 $ 2,322,855 $ 1,524,353 $ 1,913,697
357,470
131,879
296,142
103,908
478,363
193,131
503,452
207,853
400,067
150,788
450,176
172,101
358,329
125,578
364,400
134,183
126,069
189,703
150,761
203,118
134,035
167,241
103,447
132,589
2.01
3.01
2.40
3.24
2.14
2.68
1.65
2.12
1.98
3.00
2.36
3.23
2.10
2.66
1.62
2.10
53
Net sales
Gross profit
Net earnings
Net earnings
attributable
to
controlling
interest
Basic
earnings per
share
Diluted
earnings per
share
MARKET INFORMATION FOR OUR COMMON STOCK
Our common stock trades on The Nasdaq Stock Market (“NASDAQ”) under the symbol UFPI.
STOCK PERFORMANCE GRAPH
The following stock price performance graph compares the annual percentage change in the cumulative total
return on our common stock with the cumulative total returns of companies comprising the NASDAQ US Benchmark TR
index and an industry peer group we selected. The NASDAQ US Benchmark TR index replaces the NASDAQ Stock
Market (US Companies) Index in this analysis and going forward, as the CRSP Index data is no longer accessible. The
CRSP indexes has been included with data through 2020. The graph assumes an investment of $100 on December 29,
2018, and reinvestment of dividends in all cases.
The companies included in our self-determined industry peer group are as follows:
American Woodmark Corporation
Boise Cascade Company
Builders FirstSource, Inc.
Gibraltar Industries, Inc.
Greif, Inc.
Louisiana-Pacific Corporation
Masco Corporation
Patrick Industries, Inc.
Simpson Manufacturing Company, Inc.
Sonoco Products Company
Trex Company, Inc.
WestRock Company
The returns of each company included in the self-determined peer group are weighted according to each respective
company’s stock market capitalization at the beginning of each period presented in the graph above. In determining the
members of our peer group, we considered companies who selected UFPI as a member of their peer group, and looked for
similarly sized companies or companies that are a good fit with the markets we serve.
54
DIRECTORS AND EXECUTIVE OFFICERS
BOARD OF DIRECTORS
SECTION 16 OFFICERS
Matthew J. Missad
Chairman of the Board and Chief Executive Officer
UFP Industries, Inc.
Matthew J. Missad
Chairman of the Board and Chief Executive Officer
Michael R. Cole
Chief Financial Officer and Treasurer
Patrick Benton
President
UFP Construction, LLC
Scott A. Worthington
President
UFP Packaging, LLC
William D. Schwartz, Jr.
President
UFP Retail Solutions, LLC
David A. Tutas
Chief Compliance Officer
General Counsel
William G. Currie
Director
UFP Industries, Inc.
Thomas W. Rhodes
President and Chief Executive Officer
TWR Enterprises, Inc.
Bruce A. Merino
Director
UFP Industries, Inc.
Mary Tuuk Kuras
Director
UFP Industries, Inc.
Brian C. Walker
Partner-Strategic Leadership
Huron Capital
Michael G. Wooldridge
Partner
Varnum, LLP
Joan A. Budden
Former President
Priority Health
Benjamin J. McLean
Chief Executive Officer
Ruan Transportation Management Systems, Inc.
55
ANNUAL MEETING
SHAREHOLDER INFORMATION
The 2024 Annual Shareholder’s Meeting of UFP Industries, Inc. will be held at 8:30 a.m. on April 24, 2024, at 2880 East
Beltline Lane NE, Grand Rapids, MI 49525.
SHAREHOLDER INFORMATION
Shares of our stock are traded under the symbol UFPI on the NASDAQ Stock Market. Our 10-K report, filed with the
Securities and Exchange Commission, will be provided free of charge to any shareholder upon written request. For more
information contact:
Investor Relations Department
UFP Industries, Inc.
2801 East Beltline NE
Grand Rapids, MI 49525
Telephone: (616) 364-6161
Web: www.ufpi.com
SECURITIES COUNSEL
Varnum, LLP
Grand Rapids, MI
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Deloitte & Touche LLP
Grand Rapids, MI
TRANSFER AGENT/SHAREHOLDER INQUIRIES
American Stock Transfer & Trust Company serves as the transfer agent for the Corporation. Inquiries relating to stock
transfers, changes of ownership, lost or stolen stock certificates, changes of address, and dividend payments should be
addressed to:
American Stock Transfer & Trust Co.
6201 15th Ave
Brooklyn, NY 11219
Telephone: (800) 937-5449
UFP INDUSTRIES®, INC., CORPORATE HEADQUARTERS
2801 East Beltline NE
Grand Rapids, MI 49525
Telephone: (616) 364-6161
Facsimile: (616) 364-5558
56