SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<TEXT>
 July 18, 2025

Michael R. Cole
Chief Financial Officer
UFP Industries, Inc.
2801 East Beltline N.E.
Grand Rapids, Michigan 49525

 Re: UFP Industries, Inc.
 Form 10-K for the Fiscal Year Ended December 28, 2024
 Filed February 26, 2025
 Form 8-K Furnished April 28, 2025
 File No. 000-22684
Dear Michael R. Cole:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Bridgewater Place | Post Office Box 352 Grand Rapids, Michigan 49501-0352 Telephone 616 / 336-6000 | Fax 616 / 336-7000 | www.varnumlaw.com ​ Kimberly A. Baber ‌ Direct 616 / 336-6851 ‌ kababer@varnumlaw.com ​ July 17, 2025 ​ ​ Filed Via Edgar ​ Stephany Yang Kevin Woody Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission Washington, D.C. 20549 ​ Re: UFP Industries, Inc. Form 10-K for the Fiscal Year Ended December 28, 2024 Filed February 26, 2025 Form 8-K Furnished April 28, 2025 File No. 000-22684 ​ Ladies and Gentlemen: ​ On behalf of UFP Industries, Inc. (the “ Company ”), we are responding to your letter dated July 10, 2025, with respect to the above-referenced Form 10-K and Form 8-K. The comments from your July 10, 2025, letter are set forth in bold font below and are followed by our responses. References to such terms as “we”, “us”, and “our” refer to the Company, consistent with the manner of the Company’s style of disclosure included in its public filings. ​ Form 10-K for the Fiscal Year Ended December 28, 2024 Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures, page 70 ​ 1. We note your response dated May 10, 2024 to our comment letter from our prior review stating you will include and disclose management’s conclusions as to the effectiveness of your disclosure controls and procedures. We also note your Form 10-Q filed May 7, 2025 discloses management’s conclusions. However, the change was not reflected in this filing. Please tell us and amend you[r] filing to disclose management’s conclusions on whether your disclosure controls and procedures were effective at the end of the period. Refer to the guidance in Item 307 of Regulation S-K. ​ ​ ​ ​ Ann Arbor | Birmingham | Grand Rapids | Kalamazoo | Naples, FL | Novi ​ ​ July 17, 2025 Page 2 ​ Response : The Company confirms that in connection with its evaluation of the effectiveness of its Disclosure Controls (as defined by the Company in Item 9A of the Form 10-K) as of December 28, 2024, the Company concluded, as of such date, that its Disclosure Controls were effective. ​ As discussed in our phone call on July 11, 2025, in future filings, we will include and disclose management's conclusions as to the effectiveness of our disclosure controls and procedures in accordance with the requirements of Item 307 of Regulation S-K. ​ Form 8-K Furnished April 28, 2025 Exhibit 99(a), page 7 ​ 2. Your presentation on pages 7 and 8 gives the appearance of a full non-GAAP income statement. Please note that the presentation of a full non-GAAP income statement, or a presentation that gives the appearance of one, may place undue prominence on the non-GAAP information and give the impression that the non-GAAP income statement represents a comprehensive basis of accounting. Confirm to us that you will not present full non-GAAP consolidated income statements or their equivalents in future filings. Refer to Question 102.10(c) of the C&DI’s on Non-GAAP Financial Measures. ​ Response : The Company confirms that it will not present full non-GAAP consolidated income statements or their equivalents in future filings. Enclosed with this letter is an example of how the Company proposes to present the non-GAAP reconciliation tables in future filings, using the non-GAAP data from pages 7 and 8 of the referenced filing as an example. ​ We hope that we have sufficiently responded to your comments.  If you have additional questions or comments, please contact me directly. ​ Best regards, ​ ​ ​ Kimberly A. Baber ​ Enclosure ​ c: Mr. Michael Cole, Chief Financial Officer (via email) ​ 27623305 ​ UFP Industries, Inc. Page 8 ​ RECONCILIATION OF NET EARNINGS TO ADJUSTED EBITDA BY SEGMENT (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 2025/2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter Period and Year to Date 2025 (In thousands) ​ Retail ​ Packaging ​ Construction ​ All Other ​ Corporate ​ Total NET EARNINGS ​ $ 20,663 ​ $ 16,917 ​ $ 21,944 ​ $ 2,502 ​ $ 17,397 ​ $ 79,423 INTEREST AND OTHER ​ ​ (60) ​ ​ 328 ​ ​ (1) ​ ​ (947) ​ ​ (7,749) ​ ​ (8,429) INCOME TAXES ​ ​ 5,531 ​ ​ 4,528 ​ ​ 5,873 ​ ​ 669 ​ ​ 4,657 ​ ​ 21,258 EXPENSES ASSOCIATED WITH SHARE-BASED COMPENSATION ARRANGEMENTS ​ ​ 1,424 ​ ​ 2,164 ​ ​ 2,825 ​ ​ 264 ​ ​ 4,884 ​ ​ 11,561 NET LOSS (GAIN) ON DISPOSITION AND IMPAIRMENT OF ASSETS ​ ​ 24 ​ ​ 32 ​ ​ 120 ​ ​ — ​ ​ (252) ​ ​ (76) GAIN FROM REDUCTION OF ESTIMATED EARNOUT LIABILITY ​ ​ — ​ ​ — ​ ​ (344) ​ ​ — ​ ​ — ​ ​ (344) DEPRECIATION EXPENSE ​ ​ 7,310 ​ ​ 8,897 ​ ​ 6,191 ​ ​ 944 ​ ​ 9,599 ​ ​ 32,941 AMORTIZATION OF INTANGIBLES ​ ​ 957 ​ ​ 2,179 ​ ​ 702 ​ ​ 1,601 ​ ​ 378 ​ ​ 5,817 ADJUSTED EBITDA ​ $ 35,849 ​ $ 35,045 ​ $ 37,310 ​ $ 5,033 ​ $ 28,914 ​ $ 142,151 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NET EARNINGS AS A PERCENTAGE OF NET SALES ​ ​ 3.4% ​ ​ 4.1% ​ ​ 4.3% ​ ​ 4.1% ​ ​ * ​ ​ 5.0% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES ​ ​ 5.9% ​ ​ 8.5% ​ ​ 7.2% ​ ​ 8.3% ​ ​ * ​ ​ 8.9% * Not meaningful ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quarter Period and Year to Date 2024 (In thousands) ​ Retail ​ Packaging ​ Construction ​ All Other ​ Corporate ​ Total NET EARNINGS ​ $ 38,063 ​ $ 25,328 ​ $ 37,468 ​ $ 6,166 ​ $ 14,074 ​ $ 121,099 INTEREST AND OTHER ​ ​ (94) ​ ​ 588 ​ ​ (11) ​ ​ (3,591) ​ ​ (9,655) ​ ​ (12,763) INCOME TAXES ​ ​ 8,011 ​ ​ 5,330 ​ ​ 7,885 ​ ​ 1,298 ​ ​ 2,963 ​ ​ 25,487 EXPENSES ASSOCIATED WITH SHARE-BASED COMPENSATION ARRANGEMENTS ​ ​ 1,688 ​ ​ 2,189 ​ ​ 2,465 ​ ​ 299 ​ ​ 4,636 ​ ​ 11,277 NET (GAIN) LOSS ON DISPOSITION AND IMPAIRMENT OF ASSETS ​ ​ (272) ​ ​ 253 ​ ​ (1) ​ ​ (9) ​ ​ (202) ​ ​ (231) DEPRECIATION EXPENSE ​ ​ 6,965 ​ ​ 8,469 ​ ​ 5,384 ​ ​ 789 ​ ​ 8,412 ​ ​ 30,019 AMORTIZATION OF INTANGIBLES ​ ​ 998 ​ ​ 2,192 ​ ​ 702 ​ ​ 1,534 ​ ​ 456 ​ ​ 5,882 ADJUSTED EBITDA ​ $ 55,359 ​ $ 44,349 ​ $ 53,892 ​ $ 6,486 ​ $ 20,684 ​ $ 180,770 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NET EARNINGS AS A PERCENTAGE OF NET SALES ​ ​ 6.1% ​ ​ 6.0% ​ ​ 7.2% ​ ​ 9.2% ​ ​ * ​ ​ 7.4% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES ​ ​ 8.8% ​ ​ 10.4% ​ ​ 10.4% ​ ​ 9.7% ​ ​ * ​ ​ 11.0% * Not meaningful ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 10, 2025

Michael R. Cole
Chief Financial Officer
UFP Industries, Inc.
2801 East Beltline N.E.
Grand Rapids, Michigan 49525

 Re: UFP Industries, Inc.
 Form 10-K for the Fiscal Year Ended December 28, 2024
 Filed February 26, 2025
 Form 8-K Furnished April 28, 2025
 File No. 000-22684
Dear Michael R. Cole:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
 July 10, 2025
Page 2
Form 10-K for the Fiscal Year Ended December 28, 2024
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures, page 70

1. We note your response dated May 10, 2024 to our comment letter from our
prior
 review stating you will include and disclose management's conclusions as
to the
 effectiveness of your disclosure controls and procedures. We also note
your Form 10-
 Q filed May 7, 2025 discloses management's conclusions. However, the
change was
 not reflected in this filing. Please tell us and amend you filing to
disclose
 management's conclusion on whether your disclosure controls and
procedures
 were effective at the end of the period. Refer to the guidance in Item
307 of
 Regulation S-K.
Form 8-K Furnished April 28, 2025
Exhibit 99(a), page 7

2. Your presentation on pages 7 and 8 gives the appearance of a full
non-GAAP income
 statement. Please note that the presentation of a full non-GAAP income
statement, or
 a presentation that gives the appearance of one, may place undue
prominence on the
 non-GAAP information and give the impression that the non-GAAP income
statement
 represents a comprehensive basis of accounting. Confirm to us that you
will not
 present full non-GAAP consolidated income statements or their
equivalents in future
 filings. Refer to Question 102.10(c) of the C&DI's on Non-GAAP Financial
 Measures.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Stephany Yang at 202-551-3167 or Kevin Woody at
202-551-3629
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
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United States securities and exchange commission logo
May 15, 2024
Michael R. Cole
Chief Financial Officer
UFP Industries, Inc
2801 East Beltline, N.E.
Grand Rapids, Michigan 49525
Re:UFP Industries, Inc
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed February 28, 2024
File No. 000-22684
Dear Michael R. Cole:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Bridgewater Place | Post Office Box 352

Grand Rapids, Michigan 49501-0352

 Telephone 616 / 336-6000 | Fax 616 / 336-7000 | www.varnumlaw.com

​

Michael G. Wooldridge ‌Direct 616 / 336-6903

 mgwooldridge@varnumlaw.com

​

May 10, 2024

​

​

Filed Via Edgar

​

Ms. Heather Clark

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

Washington, D.C. 20549

​

Re:UFP Industries, Inc.

Form 10-K for the Fiscal Year Ended December 30, 2023

Filed February 28, 2024

File No. 000-22684

​

Dear Ms. Clark:

​

On behalf of UFP Industries, Inc. (the "Company"), we are responding to your letter dated April 29, 2024, with respect to the above-referenced filing (the "Report").1  The comments from your April 29, 2024, letter are set forth in bold font below and are followed by our response. References to such terms as "we", "us", and "our" refer to the Company, consistent with the manner of the Company's style of disclosure included in its public filings.

​

Form 10-K for the Fiscal Year Ended December 30, 2023

Exhibit 13

Management's Discussion and Analysis of Financial Conditions and Results of Operations Overview, page 3

​

1.

 We note your use of "decremental operating margin" and "net surplus cash" within the bullet points on page 3.  To the extent these represent metrics or non-GAAP measures, please revise to provide all required disclosures to enable a reader to understand how these were calculated or determined.

​

​

​

​

​

1 Note: Your letter referenced the Company’s Form 10-K for the fiscal year ended December 31, 2023. The Company’s fiscal year ended December 30, 2023.

Ann Arbor | Birmingham | Grand Rapids | Kalamazoo | Naples, FL | Novi

​

Ms. Heather Clark

May 10, 2024

Page 2

​

Response:

​

Decremental Operating Margin

​

The Company does not believe decremental operating margin is a non-GAAP financial measure, as defined in Item 10(e)(4) of Regulation S-K. Pursuant to Item 10(e)(4)(ii) of Regulation S-K: “Ratios calculated using solely GAAP measures or other measures that are not non-GAAP financial measures” are not non-GAAP financial measures.  As noted in the bullet point on page 3 of the Form 10-K, decremental operating margin is the ratio calculated by dividing (1) the decrease in operating profits over a particular period, which operating profits have been calculated in accordance with GAAP, by (2) the decrease in net sales over that same period, which net sales have also been calculated in accordance with GAAP. In addition, the Company’s disclosure of the decremental operating margin is not intended or likely to be considered as a substitute for a comparable GAAP measure, and the Company does not believe presenting decremental operating margin has the effect of adding to or subtracting from a comparable GAAP number.

​

To make this more clear and to provide investors information regarding why the Company believes discussion of its decremental operating margin is important and how the metric is used internally by the Company, in future filings, the Company will revise this disclosure to include this additional information, as follows (using the text from the Form 10-K):

​

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 was 12.6%, which is calculated by dividingcomparing our decrease in operating profits (Earnings from operations) byrelative to our decrease in net sales was 12.6%. In other words, for every dollar decrease in sales from 2022 to 2023, our operating profits decreased 12.6 cents. The decremental operating margin provides investors additional visibility into expected operating profits during periods of declining sales. In a declining business cycle, the Company’s management uses this metric to evaluate a change in its profitability resulting from a reduction in sales volume while considering the impact of product pricing changes, changes in product sales mix, its ratio of variable and fixed costs, and anticipated cost saving measures, among other factors.

​

Net Surplus Cash

​

The Company did not reference net surplus cash in the Form 10-Q it filed on May 8, 2024. To the extent the Company references net surplus cash in future filings, the Company will revise the disclosure as follows (using the text from the Form 10-K):

​

​

Ms. Heather Clark

May 10, 2024

Page 3

​

​

​
Our Cash and cash equivalents at the end of 2023 was $1.1 billion compared to $559.4 million at the end of 2022. Our net surplus cash, which is a non-GAAP financial measure (see the reconciliation of net surplus cash to Cash and cash equivalents below) (cash less debt and cash overdraft), at the end of 2023 was $841.9 million compared to $281.34 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 Ccash and cash equivalents 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.

​

Net Surplus Cash (Non-GAAP Financial Measure)

​

We calculate net surplus cash by subtracting our Long-term debt, Current portion of long-term Debt, and any Cash overdraft from our Cash and cash equivalents. Net surplus cash is a non-GAAP financial measure. Below is a reconciliation of our net surplus cash to our Cash and cash equivalents for our fiscal years ending 2023 and 2022. We believe disclosure of our net surplus cash is useful to investors because we use this measure, along with our unused borrowing capacity, as metrics to assess our capital structure, capital resources, and liquidity. As a non-GAAP financial measure, net surplus cash is intended to supplement and should be read together with our audited consolidated financial statements included within this report and should not be considered as an alternative to or substitute for, and should not be considered superior to, our GAAP financial measures. Accordingly, investors should not place undue reliance on our use of net cash surplus.

​

The table below presents, for the periods indicated, a reconciliation of our Cash and cash equivalents to our net surplus cash (in thousands);

​

​

 December 30,

 ​

 December 31,

(in thousands)

 ​

 2023

 ​

 2022

Cash and cash equivalents

 ​

 $   (1,118,329)

 ​

 $

  (559,397)

Cash overdraft

 ​

 ---

 ​

 ​

  —

Total cash surplus

 ​

 (1,118,329)

 ​

 ​

  (559,397)

Current portion of long-term debt

 ​

 42,900

 ​

 ​

  2,942

Long-term debt

 ​

 233,534

 ​

  275,154

Total net surplus cash

 ​

 $     (841,895)

 ​

 $

  (281,301)

​

​

​

Ms. Heather Clark

May 10, 2024

Page 4

​

​

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures, page 17

​

2.

 We note the disclosure that you conducted an evaluation of your disclosure controls and procedures; however, you did not clearly disclose management's conclusions.  In this regard, please tell us and revise your future filings to disclose management's conclusion on whether your disclosure controls and procedures were effective at the end of the period.  Refer to the guidance in Item 307 of Regulation S-K.

​

Response: The Company confirms that in connection with our evaluation of the effectiveness of our Disclosure Controls (as defined by the Company in Item 9A of the Report) as of end of the period covered by the Report, the Company concluded, as of such date, our disclosure controls and procedures were effective.

​

In future filings, we will include and disclose management's conclusions as to the effectiveness of our disclosure controls and procedures.

​

We hope that we have sufficiently responded to your comments.  If you have additional questions or comments, please contact me directly.

​

Best regards,

Michael G. Wooldridge

​

MGW/jkp

c:Mr. Michael Cole, Chief Financial Officer

​

22872575

United States securities and exchange commission logo
April 29, 2024
Michael R. Cole
Chief Financial Officer
UFP Industries, Inc
2801 East Beltline, N.E.
Grand Rapids, Michigan 49525
Re:UFP Industries, Inc
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed February 28, 2024
File No. 000-22684
Dear Michael R. Cole:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Exhibit 13
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 3
1.We note your use of "decremental operating margin" and "net surplus cash" within the
bullet points on page 3.  To the extent these represent metrics or non-GAAP measures,
please revise to provide all required disclosures to enable a reader to understand how these
were calculated or determined.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures, page 17
2.We note the disclosure that you conducted an evaluation of your disclosure controls and
procedures; however, you did not clearly disclose management’s conclusions.  In this
regard, please tell us and revise your future filings to disclose

 FirstName LastNameMichael R. Cole
 Comapany NameUFP Industries, Inc
 April 29, 2024 Page 2
 FirstName LastName
Michael R. Cole
UFP Industries, Inc
April 29, 2024
Page 2
management's conclusion on whether your disclosure controls and procedures
were effective at the end of the period. Refer to the guidance in Item 307 of Regulation S-
K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Heather Clark at 202-551-3624 or Kevin Woody at 202-551-3629 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
January 26, 2021
Michael R. Cole
Chief Financial Officer
UFP Industries Inc.
2801 East Beltline NE
Grand Rapids, MI 49525
Re:UFP Industries Inc.
Form 10-K for the Fiscal Year Ended December 28, 2019
Filed February 26, 2020
File No. 000-22684
Dear Mr. Cole:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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​

Bridgewater Place ● Post Office Box 352

Grand Rapids, Michigan 49501-0352

 Telephone 616 / 336-6000 ● Fax 616 / 336-7000 ● www.varnumlaw.com

​

Michael G. Wooldridge ‌Direct: 616 / 336-6903

 mgwooldridge@varnumlaw.com

​

January 14, 2021

​

​

Filed Via Edgar

​

Ms. Melissa Gilmore

Division of Corporate Finance

Securities and Exchange Commission

Washington, D.C. 20549

​

Re:UFP Industries, Inc.

Form 10-K for the Fiscal Year Ended December 28, 2019

Filed February 26, 2020

Form 8-k/A Furnished October 22, 2020

File No. 00-22684

​

Dear Ms. Gilmore:

​

On behalf of UFP Industries, Inc., a Michigan corporation (the "Company"), we are responding to your letter dated December 21, 2020 (the “Comment Letter”), with respect to the above-referenced filing. The comments from the Comment Letter are set forth in bold font below and are followed by the Company's response.

​

Form 10-K for the year ended December 28, 2019

Exhibit 13

Results of Operations, page 8

 1) We refer to your presentation of Gross Sales throughout your filing and note it is not a measure recognized under GAAP. Please help us understand:

 ● What Gross Sales represents. For example, tell us if this amount represents the amount invoiced to your customers, the full retail price of your products, or some other value;

 ● How you considered Item 10(e) of Regulation S-K and Regulation G;

 ● How you analyze trends in Gross Sales, aside from the changes based on overall selling price versus changes in units shipped; and

 ● How Gross Sales is useful to investors given that gross sales may not be realized in the form of cash receipts due to Sales Allowances.

Grand Rapids ● Detroit ● Novi ● Kalamazoo ● Grand Haven ● Lansing ● Ann Arbor ● Hastings

Ms. Melissa Gilmore

January 14, 2021

Page 2

​

Gross sales represents revenue recognized under US GAAP and does not include discounts and allowances, which are components of Net Sales under US GAAP. In future filings the Company will remove all references to Gross Sales and present Net Sales throughout the filing.

​

Form 8-K/A Furnished October 22, 2020

EBITDA Reconciliation (Unaudited)

 2) It appears that you have made adjustments in calculating a non-GAAP measure identified as EBITDA beyond those which are typical (e.g., share based compensation, impairments, other non-cash gains / losses). Please revise to present EBITDA or rename the non-GAAP measure you have presented. For additional guidance, please refer to Question 103.01 of the Compliance and Disclosure Interpretations regarding Non-GAAP Financial Measures.

In future filings and public releases, the Company will rename this measure Adjusted EBITDA and update any references to this measure accordingly.

​

Current Year's Sales Stated At Last Year's Selling Prices (Unaudited)

 3) We note your presentation of 2020 sales and costs of goods sold adjusted for last year's lumber selling prices. We also note a similar presentation of Lumber Market Adjusted EBITDA Margin determined by restating 2016-2019 sales based upon 2015 lumber prices in your Investor Presentation in your Form 8-K furnished on November 12, 2020. These measures appear to substitute individually tailored recognition and measurement methods for those of GAAP. Please tell us how you considered the guidance in Question 100.04 of the Compliance and Disclosure Interpretations regarding Non-GAAP Financial Measures in concluding that these presentations are appropriate. Additionally, this comment applies to your presentation on page 7 of Exhibit 13 to your Form 10-K based upon 2018 lumber prices.

In response to your comment, the Company will exclude the table titled “Current Year's Sales Stated At Last Year's Selling Prices (Unaudited)” in future press releases. Additionally, the Company will remove the presentation of Lumber Market Adjusted EBITDA Margin in its Investor Presentation materials.

Ms. Melissa Gilmore

January 14, 2021

Page 3

​

In regard to page 7 of Exhibit 13 to Form 10-K, the Company will remove the table that presents the components of Consolidated Statements of Earnings as a percentage of sales adjusted for lumber market changes. In lieu of that presentation, the Company will include the following table (presented as an example using fiscal year-end information as of December 28, 2019) that compares the change in units sold with the change in US GAAP reported gross profits, selling, general, and administrative expenses, and operating profits.

​

 ​

 ​

 ​

 ​

 ​

​

 ​

 Annual Percentage Change

 ​

​

 ​

 ​

 ​

​

 From 2018 to 2019

 From 2017 to 2018

 ​

Units sold

 6.3

 %

 6.0

 %

Gross profit

 15.6

 9.2

 ​

Selling, general, and administrative expenses

 11.9

 8.3

 ​

Earnings from operations

 ​

 18.2

 ​

 14.2

 ​

​

We hope that we have sufficiently responded to your comments. If you have additional questions or comments, please contact me directly.

​

Very truly yours,

​

VARNUM

Michael G. Wooldridge

MGW/mbh

cc:Mr. Michael Cole, Chief Financial Officer

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​

​

​

​

​

Michael R. Cole

Direct: (616) 365-1540

mcole@ufpi.com

​

​

December 22, 2020

​

​

Filed Via Edgar

​

Melissa Gilmore

Division of Corporate Finance

Securities and Exchange Commission

Washington, D.C. 20549

​

Re:UFP Industries, Inc.

Form 10-K for the Fiscal Year Ended December 28, 2019

Filed February 26, 2020

Form 8-k/A Furnished October 22, 2020

File No. 00-22684

​

Dear Melissa Gilmore:

​

On behalf of UFP Industries, Inc., a Michigan corporation (the "Company"), we acknowledge receipt by the Company to your letter dated December 21, 2020 (the “Comment Letter”) with respect to the above-referenced filing.

​

The Company is working to respond to the Comment Letter, however, it will require additional time to consider and respond to the Staff’s comments.  Accordingly, on behalf of the Company, we respectfully request an extension of 14 calendar days to respond to the Comment Letter such that the Company would respond by January 18, 2021.  If granted, please respond with your written confirmation of the approved extension.

​

 We are grateful for the Staff’s accommodation in this matter.  Please do not hesitate to call me at (616) 365-1540.

​

Very truly yours,

​

/s/ Michael R. Cole

​

Michael R. Cole

United States securities and exchange commission logo
December 21, 2020
Michael R. Cole
Chief Financial Officer
UFP Industries Inc.
2801 East Beltline NE
Grand Rapids, MI 49525
Re:UFP Industries Inc.
Form 10-K for the Fiscal Year Ended December 28, 2019
Filed February 26, 2020
Form 8-K/A Furnished October 22, 2020
File No. 000-22684
Dear Mr. Cole:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 28, 2019
Exhibit 13
Results of Operations, Gross Sales, page 8
1.We refer to your presentation of Gross Sales throughout your filing and note it is not a
measure recognized under GAAP.  Please help us understand:
•What Gross Sales represents. For example, tell us if this amount represents the
amount invoiced to your customers, the full retail price of your products, or some
other value;
•How you considered Item 10(e) of Regulation S-K and Regulation G;
•How you analyze trends in Gross Sales, aside from the changes based on overall
selling price versus changes in units shipped; and
•How Gross Sales is useful to investors given that gross sales may not be realized in
the form of cash receipts due to Sales Allowances.

 FirstName LastNameMichael R. Cole
 Comapany NameUFP Industries Inc.
 December 21, 2020 Page 2
 FirstName LastName
Michael R. Cole
UFP Industries Inc.
December 21, 2020
Page 2
Form 8-K/A Furnished October 22, 2020
EBITDA Reconciliation (Unaudited)
2.It appears that you have made adjustments in calculating a non-GAAP measure identified
as EBITDA beyond those which are typical (e.g., share based compensation, impairments,
other non-cash gains / losses). Please revise to present EBITDA or rename the non-GAAP
measure you have presented. For additional guidance, please refer to Question 103.01 of
the Compliance and Disclosure Interpretations regarding Non-GAAP Financial Measures.
Current Year's Sales Stated At Last Year's Selling Prices (Unaudited)
3.We note your presentation of 2020 sales and costs of goods sold adjusted for last year's
lumber selling prices.  We also note a similar presentation of Lumber Market Adjusted
EBITDA Margin determined by restating 2016-2019 sales based upon 2015 lumber prices
in your Investor Presentation in your Form 8-K furnished on November 12, 2020.  These
measures appear to substitute individually tailored recognition and measurement methods
for those of GAAP.  Please tell us how you considered the guidance in Question 100.04 of
the Compliance and Disclosure Interpretations regarding Non-GAAP Financial Measures
in concluding that these presentations are appropriate. Additionally, this comment applies
to your presentation on page 7 of Exhibit 13 to your Form 10-K based upon 2018 lumber
prices.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Melissa Gilmore at (202) 551-3777or Heather Clark at (202) 551-3624
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

Mail Stop 4631

August 14 , 2017

Via E -Mail
Mr. Michael R. Cole
Chief Financial Officer
Universal Forest Products, Inc.
2801 East Beltline NE
Grand Rapids, MI 49525

Re: Universal Forest Products, Inc.
  Form 10 -K
Filed March 1, 2017
No. 0 -22684

Dear Mr. Cole:

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Melissa N. Rocha

Melissa N. Rocha
Senior Assistant Chief Accountant
Office of Manufacturing and
Construction

CORRESP
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			ufpi_Current_Folio_CORRESP

			Bridgewater Place  Post Office Box 352

			Grand Rapids, Michigan 49501-0352

			Telephone 616 / 336-6000  Fax 616 / 336-7000  www.varnumlaw.com

						Michael G. Wooldridge

						Direct: 616 / 336-6903

						mgwooldridge@varnumlaw.com

			July 28, 2017

			Filed Via Edgar

			Ms. Melissa N. Rocha

			Senior Assistant Chief Accountant

			Office of Manufacturing and Construction

			Securities and Exchange Commission

			Washington, D.C. 20549

			Re:      Universal Forest Products, Inc.

			Form 10-K

			Filed March 1, 2017

			File No. 00-22684

			Dear Ms. Rocha:

			On behalf of Universal Forest Products, Inc., a Michigan corporation (the "Company"), we are responding to your letter dated July 18, 2017, with respect to the above-referenced filing.  The comments from your July 18, 2017, letter are set forth in bold font below and are followed by the Company's response; references to such terms as "we" and "s" refer to the Company, consistent with the manner of the Company's style of disclosure included in its public filings.

			Form 10-K for the year ended December 31, 2016

			Exhibit 13

			Management’s Discussion and Analysis, page 3

			Segment Reporting, page 10

			1)   We note from page 12 the sales allowance for the West segment increased 22% during 2016 compared to 3% during 2015.  We also note from page 13 that All Other recorded income or improvements in the sales allowance for both fiscal years ended 2016 and 2015.  Please tell us the reason(s) for these significant changes in your allowance and revise your disclosures accordingly.

			Grand Rapids  Detroit  Novi  Kalamazoo  Grand Haven  Lansing  Ann Arbor  Hastings

			Ms. Melissa N. Rocha

			July 28, 2017

			Page 2

			We believe the changes in sales allowances to be immaterial to the financial statements.

			As it relates to our West segment, the 22% increase consists of $1.1 million in sales allowances and $1.8 million related to increases in customer rebates which correlates with our retail sales growth.  In future filings, we will disclose any material component changes within the sales allowance line item.

			Sales allowances in the All Other consolidated segment are comprised of sales allowances provided to our customers and external revenue generated from our captive insurance company as follows:

						December 31

						December 26

						December 27

						2016

						2015

						2014

						Captive Insurance External Revenue

						$

						7,128

						$

						5,387

						$

						-

						Sales Allowances

(5,947)

(4,081)

(2,493)

						Total Sales Adjustments

						$

						1,181

						$

						1,306

						$

(2,493)

			As you can see from the table above, the change in the total is due to the growth of our captive insurance external revenue.  In future filings, we will revise the sales allowance line item to “Sales Allowances & Other” and will disclose any material component changes within that line item.  Please note description change in our first quarter 10Q.

			2)   On pages 13 and 37 you describe idX as “a designer, manufacturer and installer of highly customized in-store environments that are used in a range of end markets.”  For each of the acquisitions included in the table on page 37, you have not included disclosure about the primary reasons for the business combinations.  In this regard it is unclear how specifically the acquisition of idX complements your core business and the synergies generated from this acquisition.  Please revise disclosure to ensure you have provided all of the required disclosures in ASC 805-10-50-2.

			We believe that the business combinations individually and in the aggregate are immaterial to the financial statements.

			In future filings, we will disclose the following additional information regarding the primary reasons for each business combination.

				 A)

			The Ubeeco Group Pty. Ltd. – The acquisition of UBEECO fits our strategic objective of becoming a global provider of packaging solutions.

				 B)

			idX Holdings, Inc. – The acquisition of idX enables us to enhance our design, product and service offering to become a tier 1 supplier to retail customers, and continue to use idX’s capabilities to continue to develop new markets for growth such as quick serve restaurants, consumer products retail, and convenience stores.  Our goal is to achieve synergies, including:

			Ms. Melissa N. Rocha

			July 28, 2017

			Page 3

				 a.

			Eliminating redundant administrative support costs such as accounting, human resources, and information technology.

				 b.

			Using the scale advantage of the Company to reduce material cost of common raw materials.

				 c.

			We believe some of our existing locations will have growth opportunities as a supplier to idX.

				 d.

			Utilizing idX’s international footprint to identify sourcing opportunities for certain products.

				 e.

			Opportunities to cross sell one another’s products and services with our respective customers.

				 f.

			Collaborating on new product development.

				 C)

			Seven D Truss L.P. – The acquisition of 7D gave us the opportunity to consolidate operations with our Gordon, Pennsylvania location.

				 D)

			Idaho Western Inc.  – The acquisition of IWI allowed us to expand our presence in Boise, Idaho and consolidate with our Rapid Wood operations.

				 E)

			Packnet Ltd – The acquisition of Packnet enabled us to expand our value-added product offering of packaging products.

				 F)

			Capital Components & Millwork, Inc. – The acquisition of CCM enabled us to expand our product offering to construction customers in this region.

				 G)

			Rapid Wood Mfg., LLC – The acquisition of Rapid Wood gave us a presence in the Boise, Idaho region and allowed us to serve customers in this region more cost effectively.

			Attached to this letter is the Company's signed Acknowledgement to the above statements.

			We hope that we have sufficiently responded to your comments.  If you have additional questions or comments, please contact me directly.

			Very truly yours,

			VARNUM

			Michael G. Wooldridge

			MGW/mbh

			cc:Mr. Michael Cole, Chief Financial Officer

			Ms. Melissa N. Rocha

			July 28, 2017

			Page 4

			ACKNOWLEDGMENT

			We acknowledge the following:

				 ·

			The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

				 ·

			SEC Staff comments or changes to disclosure in response to SEC Staff comments in the Company's filings reviewed by the SEC Staff do not foreclose the SEC from taking any action with respect to the Company's filings; and

				 ·

			The Company may not assert SEC staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

						July 28, 2017

						/s/ Michael Cole

						Michael Cole, Chief Financial Officer,

						Universal Forest Products, Inc.

Mail Stop 4631
July 18 , 2017

Via E -mail
Mr. Michael R. Cole
Chief Financial Officer
Universal Forest Products, Inc.
2801 East Beltline NE
Grand Rapids, MI 49525

Re: Universal Forest Products, Inc.
  Form 10 -K
Filed March 1 , 2017
No. 0 -22684

Dear Mr. Cole:

We have limited our review of your filing to the financial statements and related
disclosures and have the following comments . We may ask you to provide us with information
so we may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or advise us as soon as possible when you will respond.   If you do n ot believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K for the year ended December 31, 2016

Exhibit 13

Manageme nt’s Discussion and Analysis, page 3

Segment Reporting, page 10

1.  We note from page 12 the sales allowance for the West segment increased 22% during
2016 compared to 3% during 2015. We also note from page 13 that All Other recorded
income or improvemen ts in the sales allowance for both fis cal years ended 2016 and
2015. Please tell us the reason(s) for these significant changes in your allowance and
revise your disclosures accordingly.

2.  On page s 13 and 37 you describe iDX as “a designer, manufacture r and installer of highly
customized in -store environments that are used in a range of end markets.” For each of

Mr. Michael R. Col e
Universal Forest Products, Inc.
July 18 , 2017
Page 2

 the acquisitions included in the table on page 37, you have not included disclosure about
the primary reasons for the business combinations. In  this regard it is unclear how
specifically the acquisition of iDX complements your core business and the synergies
generated from this acquisition. Please revise disclosure to ensure you have provided all
of the required disclosures in ASC 805 -10-50-2.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff .

You may contact Jenn Do at (202) 551-3743  or me a t (202) 551 -3854 with any  questions.

Sincerely,

 /s/ Melissa N. Rocha

Melissa N. Rocha
Senior Assistant  Chief Accountant
Office of Manufacturing and
Construction

Mail Stop 4631
June 22 , 2016

Via E -mail
Mr. Michael R. Cole
Chief Financial Officer
Universal Forest Products, Inc.
2801 East Beltline NE
Grand Rapids, MI 49525

Re: Universal Forest Products, Inc.
  Form 10 -K
Filed February 24, 2016
No. 0 -22684

Dear Mr. Cole:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are  responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Melissa N. Rocha

Melissa N. Rocha
Senior Assistant Chief  Accountan t
Office of Manufacturing and
Construction

CORRESP
1
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		Document

Bridgewater Place w Post Office Box 352

Grand Rapids, Michigan 49501-0352

 Telephone 616 / 336-6000 w Fax 616 / 336-7000 w www.varnumlaw.com

Michael G. Wooldridge

 Direct: 616 / 336-6903

 mgwooldridge@varnumlaw.com

June 10, 2016

Filed Via Edgar

Ms. Melissa N. Rocha

Senior Assistant Chief Accountant

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Re:

 Universal Forest Products, Inc.

Form 10-K

Filed February 24, 2016

File No. 0-22684

Dear Ms. Rocha:

On behalf of Universal Forest Products, Inc., a Michigan corporation (the "Company"), we are responding to your letter dated May 23, 2016, with respect to the above-referenced filing.  The comments from your May 23, 2016, letter are set forth in bold font below and are followed by our response.

Form 10-K for the year ended December 26, 2015

Exhibit 13

Management’s Discussion and Analysis, page 3

Segment Reporting, page 9

1.

 In our letter dated May 7, 2014, we asked you to quantify the impact of each factor when multiple factors are identified as impacting the results of operations, particularly at the segment level. You indicated in your response dated May 14, 2014, that you would quantify, when practicable, the respective impact of multiple factors that meaningfully impact the Company’s results of operations. We note your discussion and analysis on pages 10-11. Please revise to disclose the underlying factors that have impacted net sales and earnings from operations. For example, you explain that net sales in the North segment increased due to “an increase in sales to our retail, residential construction and manufactured housing customers”, but based on your analysis by market, there is no indication of how the markets fare in your geographic segments, or vice versa. Please address whether

Grand Rapids w Detroit w Novi w Kalamazoo w Grand Haven w Lansing w Ann Arbor w Hastings

Ms. Melissa N. Rocha

June 10, 2016

Page 2

quantitative data relating to sales prices, volume, lumber costs, etc. can be provided by reportable segment and to the extent this information has materially impacted operations, please disclose the impact of this information on operations in your revised disclosure. Refer to Item 303(a)(3) of Regulation S-K and Section 501.04 of the FRC for guidance.

In order to enhance the disclosure of factors impacting the results of operations at the segment level, we believe that the addition of a table, in our future filings, including the following information and using our North segment as an example for the last three full fiscal year periods:

North

The following table reports our sales by market for the North segment (in thousands).

 2015

 2014

 2013

 % Change

2015 vs 2014

 % Change

2014 vs 2013

Retail

 $415,709

 $351,734

 $319,811

 18.2%

 10.0%

Industrial

 119,890

 122,189

 109,779

 (1.9)%

 11.3%

Construction

 402,534

 379,011

 392,529

 6.2%

 (3.4)%

Total

 938,133

 852,934

 822,119

 10.0%

 3.7%

Sales Adjustments

 (16,041)

 (12,657)

 (10,681)

 26.7%

 18.5%

Net Sales

 $922,092

 $840,277

 $811,438

 9.7%

 3.6%

Based upon the above information, as well as other factors that may impact our results of operations at the segment level, our disclosures would explain that:

"Net sales attributable to the North segment increased by 9.7% in 2015 compared to 2014 due to an 18.2% increase in sales to our retail market and a 6.2% increase in sales to our construction market. These increases were offset by a 1.9% decline in sales to our industrial customers."

"Earnings from operations for the North reportable segment increased in 2015 by $21 million primarily due to the growth in our sales to retail and construction customers. In addition, margin improvements were achieved due to a more favorable product sales mix and a decline in lumber costs in the last six months of 2015 on products we sell with fixed selling prices, primarily to industrial customers. These improvements were offset by an increase in our SG&A expenses from 2014 to 2015."

Future filings would include information in the form of the table above, as well as the disclosure and explanation of the type included in the foregoing.

Form 10-Q for the period ended March 26, 2016

Management’s Discussion and Analysis, page 12

Ms. Melissa N. Rocha

June 10, 2016

Page 3

Liquidity and Capital Resources, page 18

2.

 In your letter dated August 27, 2015, you indicated, among other things, that you would discuss the factors causing changes in inventory where practicable and, to the extent material, identify and, if possible, quantify those primary factors, as well as the Company’s efforts to mitigate their impact. In that response, you supplementally provided further detail regarding inclement weather/seasonality and transportation challenges, which factors you expressly referenced in your filings. For the first quarter of 2016, we note the 7% increase in the inventory balance, which change also negatively and materially impacted operating cash flows. However, you disclose herein that “Improvements in our days supply of inventory in 2016 was due, in part, to strong customer demand and certain improvements in inventory management.” Please revise your disclosure to quantify your days supply of inventory for the first quarter of 2016 compared to prior quarters and prior years days supply of inventory, explain any significant differences in these ratios and explain to which markets(s) and/or segment(s) the “strong customer demand” is attributable and why. Please also explain your basis in the statement that certain improvements in inventory management have been made in light of the fact that your cash cycle was 50 days, 53 days and 54 days, for 2014, 2015 and the first quarter of 2016, respectively.

We believe that the inclusion, in future filings, of a table including the following information, using comparative first quarter 2016 results as an example, will assist in better understanding our cash cycle and the changes in the key drivers that affect our cash cycle:

 Cash Cycle

 March 26, 2016

 March 28, 2015

Days of sales outstanding

 31

 32

Days supply of inventory

 44

 55

Days payables outstanding

 (21)

 (22)

Days in cash cycle

 54

 65

Based upon the inclusion of this type of table in future filings, and using comparative results for the first quarter of 2016 as an example, we would explain the following:

"During the first three months of 2015 we carried higher levels of safety stock inventory due to inclement weather and expected industry transportation challenges. The 20% improvement in our days supply of inventory during the first three months of 2016 was due, in part, to strong customer demand, particularly in our Retail market which typically requires a greater investment in inventory than our other markets, and certain improvements in inventory management. Each of our operating segments achieved significant improvements in their days supply of inventory. Our North, West, and South segments improved their days supply of inventory by 25%, 21%, and 20%, respectively."

Ms. Melissa N. Rocha

June 10, 2016

Page 4

Our prior filings disclose and explain the seasonality of our business. We understand that to further an understanding of the impact of seasonality on our liquidity we could include, and will include in future filings, additional information, such as changes in inventory. Using first quarter 2016 results as an example, future filings would include disclosures such as the following:

"In the first three months of 2016, our cash used in operating activities was $30.0 million, which was comprised of net earnings of $20.2 million and $10.4 million of non-cash expenses, offset by a $60.6 million seasonal increase in working capital since the end of December 2015. The increase in our working capital primarily consisted of:

•

 A 29% increase in our accounts receivable due to higher sales levels in March of 2016 compared to December 2015.

•

 A 7% increase in our inventory as we prepare for our primary selling season.

These increases in working capital were offset by a 23% increase on our accounts payable due to a higher level of purchases in March 2016 compared to December 2015 as we prepare for our primary selling season."

Future filings would include information in the form of the table above, as well as the disclosure and explanation of the type included in the foregoing.

Attached to this letter is the Company's signed Acknowledgement to the above statements.

We hope that we have sufficiently responded to your comments.  If you have additional questions or comments, please contact me directly.

Very truly yours,

VARNUM

Michael G. Wooldridge

MGW/jmn

cc:    Mr. Michael Cole, Chief Financial Officer

9646455_2

Ms. Melissa N. Rocha

June 10, 2016

Page 5

ACKNOWLEDGMENT

We acknowledge the following:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

•

 SEC Staff comments or changes to disclosure in response to SEC Staff comments in the Company's filings reviewed by the SEC Staff do not foreclose the SEC from taking any action with respect to the Company's filings; and

•

 The Company may not assert SEC staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

June 10, 2016

 /s/ Michael Cole

 Michael Cole, Chief Financial Officer,

 Universal Forest Products, Inc.

Mail Stop 4631
May 23, 2016

Via E -mail
Mr. Michael R. Cole
Chief Financial Officer
Universal Forest Products, Inc.
2801 East Beltline NE
Grand Rapids, MI 49525

Re: Universal Forest Products, Inc.
  Form 10 -K
Filed February 24 , 2016
No. 0 -22684

Dear Mr. Cole:

We have reviewed  your filing an d have the following comments. We have limited our
review of your filing to the financial sta tements and related disclosures. We may ask you to
provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or advise us as soon as possible when you will respond.   If you do n ot believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K for the year ended December 26, 2015

Exhibit 13

Manageme nt’s Discussion and Analysis, page 3

Segment Reporting, page 9

1. In our letter dated May 7, 2014, we asked you to quantify the impact of each factor when
multiple factors are identified as impacting the results of operations, particularly at the
segment le vel. You indicated in your response dated May 14, 2014 , that you would
quantify, when practicable, the respective impact of multiple factors that meaningfully
impact the Company’s results of operations. We note your discussion and analysis on
pages 10 -11.  Please revise to disclose the underlying factors that have impacted net sales
and earnings from operations. For example, you explain that net sales in the North
segment increased due to “an increase in sales to our retail, residential construction and

Mr. Michael R. Cole
Universal Forest Products , Inc.
May 23, 2016
Page 2

 manufactured housing customers”, but based on your analysis by market, there is no
indication of how the markets fare in your geographic segments, or vice versa. Please
address whether quantitative data relating to sales prices, volume, lumber costs, etc. can
be provided by reportable segment and to the extent this information has materially
impacted operations, please disclose the impact of this information on operations in your
revised disclosure. Refer to Item 303(a)(3) of Regulation S -K and Section 501.04 of the
FRC for guidance.

Form 10 -Q for the period ended March 26, 2016

Management’s Discussion and Analysis, page 12

Liquidity and Capital Resources, page 18

2. In your letter dated August 27, 2015, you indicated, among other things, that you would
discuss the factors causing changes in inventory where practicable and, to the extent
material, identify and, if possible, quantify those primary factors, as well as th e
Company's efforts to mitigate their impact. In that response, you supplementally provided
further detail regarding inclement weather/seasonality and transportation challenges,
which factors you expressly referenced in your filings. For the first quarter of 2016, we
note the 7% increase in the inventory balance, which change also negatively and
materially impacted operating cash flows. However, you disclose herein that
“Improvements in our days supply of inventory in 2016 was due, in part, to strong
custom er demand and certain improvements in inventory management.” Please revise
your disclosure to quantify your days supply of inventory for the first quarter of 2016
compared to prior quarters and prior years days supply of inventory, explain any
significant differences in these ratios and explain to which market(s) and/or segment(s)
the “strong customer demand” is attributable and why.  Please also explain your basis in
the statement that certain improvements in inventory management have been made in
light of  the fact that your cash cycle was 50 days, 53 days and 54 days, for 2014, 2015
and the first quarter of 2016, respectively.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the fili ng includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Mr. Michael R. Cole
Universal Forest Products , Inc.
May 23, 2016
Page 3

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff c omments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jenn Do at (202) 551-3743, or me a t (202) 551 -3854 if you have
questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Melissa N. Rocha

Melissa N. Rocha
Senior Assistant  Chief Accountant
Office of Manufacturing and
Construction

Mail Stop 4631
October 9 , 2015

Via E -mail
Mr. Michael R. Cole
Chief Financial Officer
Universal Forest Products, Inc.
2801 East Beltline NE
Grand Rapids, MI 49525

Re: Universal Forest Products, Inc.
  Form 10 -K
Filed February 25, 2015
File No. 0 -22684

Dear Mr. Cole:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all per sons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Melissa N. Rocha

Melissa N. Rocha
Senior Assistant Chief Accountant
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

		Document

Bridgewater Place w Post Office Box 352

Grand Rapids, Michigan 49501-0352

 Telephone 616 / 336-6000 w Fax 616 / 336-7000 w www.varnumlaw.com

Michael G. Wooldridge

 Direct: 616 / 336-6903

 mgwooldridge@varnumlaw.com

October 6, 2015

Filed Via Edgar

Ms. Melissa N. Rocha

Senior Assistant Chief Accountant

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Re:    Universal Forest Products, Inc.

Form 10-K

Filed February 25, 2015

File No. 0-22684

Dear Ms. Rocha:

On behalf of Universal Forest Products, Inc., a Michigan corporation (the "Company"), we are responding to your most recent letter dated September 4, 2015, with respect to the above-referenced filing.  The comments from your September 4, 2015, letter are set forth in bold font below and are followed by our response.

Form 10-Q for the period ended June 27, 2015

G. Segment Reporting, page 11

1.

 We have read your response to comment 1 in our letter dated August 4, 2015.  Please consider providing clarifying information included in your response in your future disclosures.  We note, for example, the penultimate paragraph of your response appears to contain relevant and pertinent information necessary for an enhanced understanding of the change in management/ organization structure.

The Company will include, in future filings, information relevant to the manner in which the Company's reportable segments are identified as well as information that clarifies the most recent changes to its operating and reportable segments.

Attached to this letter is the Company's signed Acknowledgement to the above statements.

We hope that we have sufficiently responded to your comments.  If you have additional questions or comments, please contact me directly.

Very truly yours,

VARNUM

Michael G. Wooldridge

MGW/jmn

cc:    Mr. Michael Cole, Chief Financial Officer

9817438_1

Grand Haven w Grand Rapids w Kalamazoo w Lansing w Metro Detroit

Ms. Melissa N. Rocha

October 6, 2015

Page 2

ACKNOWLEDGMENT

We acknowledge the following:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

•

 SEC Staff comments or changes to disclosure in response to SEC Staff comments in the Company's filings reviewed by the SEC Staff do not foreclose the SEC from taking any action with respect to the Company's filings; and

•

 The Company may not assert SEC staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

October 6, 2015

 /s/ Michael Cole

 Michael Cole, Chief Financial Officer,

 Universal Forest Products, Inc.

Mail Stop 4631
September 4, 2015

Via E -mail
Mr. Michael R. Cole
Chief Financial  Officer
Universal Forest  Products, Inc.
2801 East Beltline NE
Grand Rapids, M I 49525

Re: Universal Forest  Products, Inc.
  Form 10-K
Filed February 25 , 2015
File No. 0-2268 4

Dear Mr. Cole :

We have review ed your response dated August 27, 2015, and have the following
comment .

Please respond to this letter within ten business days by providing the requested
information, or advise us as soon as possible when you will respond .  If you do not believe our
comment appl ies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have additional comments.

Form 10 -Q for the period ended June 27, 2015

G. Segment Reporting, page 11

1. We have read your response to comment 1 in our letter dated August 4, 2015. Please
consider providing clarifying information included in your  response in your future
disclosures. We note, for example, the penultimate paragraph of your response appears to
contain relevant and pertinent information necessary for an enhanced understanding of
the change in management/organizational structure.

Mr. Michael R . Cole
Universal Forest  Products, Inc.
September 4, 2015
Page 2

 You may contact Jenn Do at (202) 551-3743 or me at (202) 551 -3854 if you have
questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Melissa N. Rocha

Melissa N. Rocha
Senior Assistant C hief Accountant
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

		Document

Bridgewater Place w Post Office Box 352

Grand Rapids, Michigan 49501-0352

 Telephone 616 / 336-6000 w Fax 616 / 336-7000 w www.varnumlaw.com

Michael G. Wooldridge

 Direct: 616 / 336-6903

 mgwooldridge@varnumlaw.com

August 27, 2015

Filed Via Edgar

Ms. Melissa N. Rocha

Senior Assistant Chief Accountant

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Re:

 Universal Forest Products, Inc.

Form 10-K

Filed February 25, 2015

File No. 0-22684

Dear Ms. Rocha:

On behalf of Universal Forest Products, Inc., a Michigan corporation (the "Company"), we are responding to your most recent letter dated August 4, 2015, with respect to the above-referenced filing.  The comments from your August 4, 2015, letter are set forth in bold font below and are followed by our response.

Form 10-Q for the period ended June 27, 2015

G. Segment Reporting, page 11

1.

 We note the revised operating segments as of the first quarter of fiscal 2015 due to "recent changes in management structure."  Please help us to better understand your new segments by addressing the following:

•

 Explain the specific changes in your new management structure.  Identify the managers of each of the new segments.  We note from page 30 of the proxy that there appears to be named executives for only two of the three new segments;

•

 Disclose the nature and location of each material business/operation included in each new reportable segment, including the All Other category; and

•

 Clarify which operations from your former Eastern, Western and Site-Built segments constitute the new North, South and Western segments, including the All Other category. In this regard, based on the information currently provided and amounts reported in prior Forms 10-Q, it does not appear that the new North and South segments are simply the former Eastern segment broken out further by region.

Grand Haven w Grand Rapids w Kalamazoo w Lansing w Metro Detroit

Ms. Melissa N. Rocha

August 27, 2015

Page 2

As a matter of background, the Company operates manufacturing, treating and distribution facilities throughout North America, but primarily in the United States.  The Company manages the operations of its individual locations primarily through a geographic reporting structure under which each location is included in a region and regions are included in divisions.  The exceptions to this geographic reporting and management structure are (a) the Company's Alternative Materials Division, which offers a portfolio of outdoor living products and distributes those products nation-wide and (b) the Company's distribution divisions (referred to as UFPD) which distribute a variety of products to the manufactured housing industry.  As described in the Compensation Discussion and Analysis section of the Company's proxy statement, the Company's compensation programs align with this management and reporting structure.

Prior to January 1, 2015, the Company's reportable segments, operating segments, reporting units and regional profit centers were as follows:

December 2014 Segment Reporting

Managers

 Bob Lees - Pres.

 Allen Peters - Pres.

 Bob Lees - Pres.

 Matt Missad - CEO

 Pat Webster - COO

Reportable Segments

 Eastern

 Western

 Site-Built

 Corporate

 All Other

Operating Segments

 Eastern

 Western

 Site-Built

 Corporate

Reporting Units

 Eastern Core

 Western

 Eastern Site-Built

 Corporate

 UCP

 Eovations

 Pinelli

 UFPD

Profit Centers

 East Central Region

 Far West Region

 Mid Atlantic Region

 Corporate Operations

 Consumer Products Operating

 UFPD

Eastern Other Region

 Southwest - North Texas Region

 Northeast Site-Built Region

 Consumer Products Other

Great Lakes Region

 Southwest - South Texas Region

 Site-Built Framing Region

Gulf Region

 West Central Region

 Site-Built Other Region

Northeast Region

 Western Other Region

North Atlantic Region

Southeast Region

Ms. Melissa N. Rocha

August 27, 2015

Page 3

Following the departure of the president of the Company's eastern division, management re-assessed the scope of its operations in that division, including opportunities for accelerated growth east of the Mississippi.  Following that evaluation, the Company revised its leadership structure in the eastern division, promoting Patrick Benton and Jonathan West to the new roles of executive vice presidents of the north and south of its eastern division, respectively.  Allen Peters continued as the President of the Company's western division.  After the changes the Company's reportable segments, operating segments, reporting units and regional profit centers were as follows:

June 2015 Segment Reporting

Managers

 Patrick Benton - EVP

 Jonathan West - EVP

 Allen Peters - Pres.

 Matt Missad - CEO

 Rick Preble - VP

 Dick Gauthier - VP

Reportable Segments

 Eastern - North

 Eastern - South

 Western

 Corporate

 All Other

Operating Segments

 Eastern - North

 Eastern - South

 Western

 Corporate

 Alternative Materials

 International

Reporting Units

 Eastern - North Core

 Eastern - Site-Built

 UFPD

 Eastern - South

 Western

 Corporate

 UCP

 Eovations

 Pinelli

 Australia

Profit Centers

 Great Lakes Region

 Mid Atlantic Region

 UFPD

 East Central Region

 Far West Region

 Corporate Operations

 Consumer Products Operating

North Other Region

 Northeast Site-Built Region

 Gulf Region

 North Texas Region

 E-Commerce Operations

 Consumer Products Other

Northeast Core Region

 Site-Built Other Region

 Southeast Region

 South Texas Region

Northern Atlantic Region

 West Central Region

 West Other Region

Both Mr. Benton and Mr. West, like Mr. Peters, are executive officers of the Company for purposes of Item 402(a)(iii) of regulation S-K; however, Mr. West who leads the Eastern-South division does not qualify as a named executive officer under that Item given that his compensation is not among the three most highly compensated executive officers other than the Company's CEO and CFO.

Attached to this letter as Exhibit A is a listing of the location and respective net sales of each of the Company's regional operations and each of its reportable segments, including the all other category.  With respect to the nature of the respective operations, and as noted above, the facilities in the north, south and western segments generally supply the three markets the Company serves nationally; the Retail market, Industrial market, and Construction market.  Also substantially all of our facilities support customers in the immediate geographical region surrounding the facility.

Ms. Melissa N. Rocha

August 27, 2015

Page 4

The Company's new north and south reporting segments do not represent the segregation of the former eastern segment.  The Site Built business previously was a separate segment, however with the reorganized management structure, the site built business is now managed by two regional vice presidents, who each report to Patrick Benton.  As the results of the site built unit are included in the North segment when reviewed by the CODM and when making decisions about allocation of resources, the site built segment is included no longer as an operating segment and is reported as part of the North Segment.  Additionally, the reporting unit UFPD which previously included the Other Segment, is now included as part of the Eastern-North segment.

Management also considered which of its operating segments (either individually or on an aggregated basis), meet the quantitative thresholds set forth in ASC 280-10-50-12.  Based upon those criteria, the Alternative Materials operating segment and International operating segment were included in the "other" segment for reporting purposes due to their relative immateriality.  The separation of the former eastern division into north and south, along with the inclusion of the site built and distribution facilities into the north segment, was based upon the restructuring of the Company's management and reporting structure.

Management's Discussion and Analysis, page 12

Liquidity and Capital Resources, page 19

2.

 Regarding inventories, we note the three-day increase in your first quarter of fiscal 2015 cash cycle compared to the first quarter of fiscal 2014, which further increased by an additional day in your second quarter of fiscal 2015, the significant impact of inventories on your operating cash flows and the CEO's remarks in the earnings call transcript that inventory is an area for improvement which you plan to bring in line with targets.  We also note significant increases in accounts payable and the significant borrowing on your revolving credit facility during fiscal 2015, although you state the increase in the revolver is seasonal in nature.  Please disclose the specific factors faced by management in addressing its growing inventories.  In this regard, we note that seasonality, as suggested by the CFO in his opening remarks of the earnings call transcript, may be only one such factor.  Please further explain the "weather" and "transportation challenges" the company is facing and how this is directly impacting inventory levels and how the company plans to mitigate these challenges.

In future filings we will discuss the factors causing changes in inventory where practicable.  The Company has 90 separate facilities throughout North America that inventory the Company's products, and the leaders of each facility bear responsibility for managing their respective inventories.  The inventories are impacted by a variety of factors.  Those factors include, but are not limited to, local weather conditions, local economic conditions, the availability and efficiency of local transportation services, local changes in customer product demands, the impact of new customers and large projects, unique customer purchasing patterns as well as projected sales from existing and new customers.  Each of these factors impact each of the Company's facilities differently both in type and in order of magnitude.  During the past quarter, some of the Company's facilities actually reduced inventory levels, while others experienced an increase in inventories.

Ms. Melissa N. Rocha

August 27, 2015

Page 5

With respect to the reference to "transportation challenges", the Company has experienced difficulties in some locations in managing third party transportation services due principally to the lack of available resources.  The Company has and continues to devote management and third party resources to improve the efficiency of its transportation services; however, the demand for and availability of those services in certain areas of the country can, in the near-term, be beyond the reasonable control of the Company.  As noted above, however, transportation challenges were not a primary cause of the year-over-year increase in inventory levels.

As explained in the Company's prior filings, seasonality does have a significant impact on the Company's working capital, both in terms of inventory levels and receivables.  While certainly related, "seasonality" and "weather" are distinct factors that impact the Company's inventory levels.  Both of these factors are explained in the Company's risk factors disclosure in Item 1(A) of its Report on Form 10-K.

With respect to seasonality, a variety of the Company's products, such as treated lumber, are in greater demand during the months of April through August.  This increase in sales, combined with the Company's capacity restraints in the wood treatment process, requires the Company to build inventory levels throughout the winter and spring.  However, by definition, seasonality has a limited impact on year-over-year comparisons of inventory levels.   On the other hand, localized weather conditions, particularly severe and prolonged weather events, can have a meaningful impact on local and therefore consolidated inventory levels.

The Company will continue to monitor the events and conditions that impact relative and absolute inventory levels and, to the extent material, will identify and, if possible, quantify those primary factors, as well as the Company's efforts to mitigate their impact.

Attached to this letter is the Company's signed Acknowledgment to the above statements.

We hope that we have sufficiently responded to your comments.  If you have additional questions or comments, please contact me directly.

Very truly yours,

VARNUM

Michael G. Wooldridge

MGW/jmn

cc:    Mr. Michael Cole, Chief Financial Officer

9646455_2

Ms. Melissa N. Rocha

August 27, 2015

Page 6

ACKNOWLEDGMENT

We acknowledge the following:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

•

 SEC Staff comments or changes to disclosure in response to SEC Staff comments in the Company's filings reviewed by the SEC Staff do not foreclose the SEC from taking any action with respect to the Company's filings; and

•

 The Company may not assert SEC staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

August 27, 2015

 /s/ Michael Cole

 Michael Cole, Chief Financial Officer,

 Universal Forest Products, Inc.

Ms. Melissa N. Rocha

August 27, 2015

Page 7

Exhibit A

June 27, 2015

Segment

 Region

 Location

 Net Sales

Eastern - North

 Great Lakes Region

 WI, IN, OH

 139,963,026

North Other Region

 NC, OH, PA, IN, MI, GA, FL, MD

 958,024

Northeast Core Region

 PA, MA

 59,708,161

Northern Atlantic Region

 WV, PQ, PA, NC

 98,235,742

Mid Atlantic Region

 NC, VA, TN, SC, GA

 75,904,128

Northeast Site-Built Region

 MD, NY, NJ, MA

 68,490,582

Site-Built Other Region

 NC

 34

UFPD

 IN

 41,891,844

 Subtotal

 485,151,541

 Less Intercompany Sales

 (24,319,173

 )

 Total

 460,832,368

Eastern - South

 East Central Region

 NC, TN

 96,084,279

Gulf Region

 FL, PR, GA, AL

 121,099,927

Southeast Region

 GA, AL

 147,311,053

 Subtotal

 364,495,259

 Less Intercompany Sales

 (14,802,919

 )

 Total

 349,692,340

Western

 Far West Region

 AZ, CA

 126,244,410

North Texas Region

 TX

 99,962,240

South Texas Region

 TX

 130,452,790

West Central Region

 MO, MN, CO, UT, OR, WA, ID

 197,348,994

West Other Region

 TX, CA, CO, OR, MI

 38,183,988

 Subtotal

 592,192,422

 Less Intercompany Sales

 (25,102,404

 )

 Total

 567,090,018

All Other

 Consumer Products Operating

 MI, WI, ME

 72,337,385

Consumer Products Other

 MI, WI, ME

 —

Eovations

 MI, AL

 1,384,508

Pinelli

 MX

 21,266,870

Australia

 QLD

 3,230,508

E-Commerce Operations

 MI

 42,681

 Subtotal

 98,261,952

 Less Intercompany Sales

 (4,681,565

 )

 Total

 93,580,387

 1,471,195,113

August 4, 2015

Via E -mail
Mr. Michael R. Cole
Chief Financial  Officer
Universal Forest  Products, Inc.
2801 East Beltline NE
Grand Rapids, M I 49525

Re: Universal Forest  Products, Inc.
  Form 10-K
Filed February 25 , 2015
File No. 0-2268 4

Dear Mr. Cole :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or advise us as soon as possible when you will respond .  If you do not believe our
comment s apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comment s, we may have  additional comments.

Form 10 -Q for the period ended June 27, 2015

G. Segment Reporting, page 11

1. We note the revised operating segments as of the first quarter of fiscal 2015 due to
“recent changes in management structure .” Please help us to better understand your new
segments by addressing the following:
 Explain the specific changes in your new management st ructure. Identify the
managers of each of the new segments. We note from page 30 of the proxy that
there appears to be named executives for only two of the three new segments;
 Disclose the nature and location of each material business/operation included in
each new reportable segment, including the All Other category; and
 Clarify which operations from your former Eastern, Western and Site -Built
segments constitute the new North, South and Western segments, including the
All Other category. In this regard, b ased on the information currently provided
and amounts reported in prior Forms 10 -Q, it does not appear that the new North

Mr. Michael R . Cole
Universal Forest  Products, Inc.
August 4, 2015
Page 2

 and South segments are simply the former Eastern segment broken out further by
region.

Management’s Discussion and Analysis, page 12

Liquidity and Capital Resources, page 19

2. Regarding inventories, we note the three -day increase in your first quarter of fiscal 2015
cash cycle compared to the first quarter of fiscal 2014, which further increased by an
additional day in your second quarter of fiscal 2015, the significant impact of inventories
on your operating cash flows and the CEO’s remarks in the earnings call transcript that
inventory is an area for improvement which you plan to bring in line with targets. We
also note significan t increases in accounts payable and the significant borrowing on your
revolving credit facility during fiscal 2015, although you state the increase in the revolver
is seasonal in nature. Please disclose the specific factors faced by management in
addressin g its growing inventories. In this regard, we note that seasonality, as suggested
by the CFO in his opening remarks of the earnings call transcript, may be only one such
factor. Please further explain the “weather” and “transportation challenges” the compa ny
is facing and how this is directly impacting inventory levels and how the company plans
to mitigate these challenges.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing i ncludes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and ad equacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any pers on under the federal securities laws of the United States.

Mr. Michael R . Cole
Universal Forest  Products, Inc.
August 4, 2015
Page 3

 You may contact Jenn Do at (202) 551-3743  or me at (202) 551 -3854  if you have
questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Melissa N. Rocha

Melissa N. Rocha
Senior Assistant C hief Accountant

May 22 , 2014

Via E -mail
Mr. Michael R. Cole
Chief Financial Officer and Treasurer
Universal Forest Products, Inc.
2801 East Beltline, NE
Grand Rapids, MI 49525

Re: Universal Forest Products, Inc.
  Form 10 -K
Filed February 26, 2014
No. 0 -22684

Dear Mr. Cole:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are  responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

CORRESP
1
filename1.htm

Bridgewater Place Ÿ Post Office Box 352

Grand Rapids, Michigan 49501-0352

 Telephone 616 / 336-6000 Ÿ Fax 616 / 336-7000 Ÿ www.varnumlaw.com

Michael G. Wooldridge

Direct: 616 / 336-6903

mgwooldridge@varnumlaw.com

May 14, 2014

Filed Via Edgar

Terrence O'Brien

Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Re:
Universal Forest Products, Inc.

Form 10-K

Filed February 26, 2014

File No. 0-22684

Dear Mr. O'Brien:

On behalf of Universal Forest Products, Inc., a Michigan corporation (the "Company"), we are responding to your most recent letter dated May 7, 2014, with respect to the above-referenced filing.  The comments from your May 7, 2014, letter are set forth in bold font below and are followed by our response.

Form 10-K for the year ended December 28, 2013

General

1.
Please ensure that your risk factors fully describe the material risks faced by you and explain specifically how such risks are related to your business.  We note, for example, that in your risk factor in page eight relating to economic and credit market conditions, you state that you monitor your customers' credit, but provide no elaboration, while in your earnings call for the fourth quarter of the fiscal year of 2013 you note that many of your customers are approaching their credit limits.  Similarly, in your risk factor discussing fluctuations in the price of lumber, you do not explain specifically how the fluctuations in the lumber market have materially impacted your results of operations.  These are just examples.  Please revise your risk factors accordingly in future filings.

The Company understands the substance of your comments and will revise the appropriate risk factors accordingly in future filings.

Grand Haven Ÿ Grand Rapids Ÿ Kalamazoo Ÿ Lansing Ÿ Metro Detroit

Mr. Terrence O'Brien

May 14, 2014

Page 2

Exhibit 13

Management's Discussion and Analysis, page 3

Results of Operations, page 7

2.
Multiple factors impacting the results of operations are cited throughout the discussion and analysis of the segment reporting section beginning on page 14.  To the extent practicable, please revise future filings to quantify the impact of each factor when multiple factors are identified as impacting results of operations.  For example, disclosure on page 15 lists factors which led to the increase in net sales for the Eastern and Western reportable segment in 2013 without quantification.  Also, you disclose on page 16 that earnings from operations for the Site-Built reportable segment increased "primarily due to an increase in unit sales and operating leverage on labor and overhead costs and an easing of pricing pressure on sales.  In addition, the profits of our turn-key framing operations were adversely impacted by an unexpected rise in labor costs early in the year on certain projects, which offset some of the favorable impact of higher unit sales and pricing improvements."  Refer to item 303(a)(3) of Regulation S-K and Section 501.04 of the FRC for guidance.

The Company will revise future filings to quantify, when practicable, the respective impact of multiple factors that meaningfully impact the Company's results of operations.

Proxy Statement Filed March 7, 2014

Executive Compensation, page 16

Annual Incentive Compensation, page 17

3.
In future filings, please discuss how the compensation committee determined the percentage of the relevant bonus pool to grant to each NEO.  Please also advise why the ROI column in the charge on page 19 is blank.

The Company will disclose in future filings the manner in which the Compensation Committee determines the percentage of the relevant bonus pool that is allocated to each NEO.  The ROI column in the chart in question was inadvertently omitted in this year's proxy statement; however, the Company's ROI for the year of 9.65%, (which is the omitted information) was disclosed in the narrative of the Compensation Discussion and Analysis in the third paragraph immediately preceding the chart on page 18. The ROI column will be completed in future filings.

Mr. Terrence O'Brien

May 14, 2014

Page 3

In responding to our comments, please provide a written statement from the Company acknowledging that:

·
the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·
the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Attached to this letter is the Company's signed Acknowledgement to the above statements.

We hope that we have sufficiently responded to your comments.  If you have additional questions or comments, please contact me directly.

Very truly yours,

VARNUM

Michael G. Wooldridge

MGW/jmn

6055519_1

cc:            Mr. Michael Cole, Chief Financial Officer

Mr. Terrence O'Brien

May 14, 2014

Page 4

ACKNOWLEDGMENT

We acknowledge the following:

·
The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

·
SEC Staff comments or changes to disclosure in response to SEC Staff comments in the Company's filings reviewed by the SEC Staff do not foreclose the SEC from taking any action with respect to the Company's filings; and

·
The Company may not assert SEC staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

May 14, 2014

Michael Cole, Chief Financial Officer,

Universal Forest Products, Inc.

May 7, 2014

Via E -mail
Mr. Michael R. Cole
Chief Financial  Officer  and Treasurer
Universal Forest Products , Inc.
2801 East Beltline, NE
Grand Rapids, MI 49525

Re: Universal Forest Products , Inc.
  Form 10 -K
Filed February 26 , 2014
File No. 0-22684

Dear Mr. Cole :

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please te ll us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the year ended December 28, 2013

General

1. Please ensure that your risk factors fully describe the m aterial risks faced by you and
explain specifically how such risks are related to your business.   We note, for example,
that in your risk factor on page eight relating to economic and credit market conditions,
you state that you monitor your customers’ cre dit, but provide no elaboration, while in
your earnings call for the fourth quarter of the fiscal year of 2013 you note that many of
your customers are approaching their credit limits.   Similarly, in your risk factor
discussing fluctuations in the price of  lumber, you do not explain specifically how the
fluctuations in the lumber market have materially impacted your results of
operations.   These are just examples.   Please revise your risk factors accordingly in future
filings.

Mr. Michael R. Cole
Universal Forest Products , Inc.
May 7, 2014
Page 2

 Exhibit 13

Management’s Discussion and Analysis, page 3

Results of Operations, page 7

2. Multiple factors impacting the results of operations are cited throughout the discussion
and analysis of the segment reporting section beginning on page 14.  To the extent
practicable, please revise future filings to quantify the impact of each factor when
multiple factors are identified as impacting results of operations.  For example, disclosure
on page 15 lists factors which led to the increase in net sales for the Eastern and Western
report able segment in 2013 without quantification.  Also, you disclose on page 16 that
earnings from operations for the Site -Built reportable segment increased “primarily due
to an increase in unit sales and operating leverage on labor and overhead costs and an
easing of pricing pressure on sales.   In addition, the profits of our turn -key framing
operations were adversely impacted by an unexpected rise in labor costs early in the year
on certain projects, which offset some of the favorable impact of higher unit s ales and
pricing improvements.”  Refer to Item 303(a)(3) of Regulation S -K and Section 501.04 of
the FRC for guidance.

Proxy Statement Filed March 7, 2014

Executive Compensation, page 16

Annual Incentive Compensation, page 17

3. In future filings, please discuss how the compensation committee determined the
percentage of the relevant bonus pool to grant to each NEO.   Please also advise why the
ROI column in the chart on page 19 is blank.

We urge all persons who are responsible for the accuracy and adequac y of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a c ompany’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequa cy and accuracy of the disclosure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Mr. Michael R. Cole
Universal Forest Products , Inc.
May 7, 2014
Page 3

  the company may not assert staff comments as a d efense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jenn Do at (202) 551-3743 , Nudrat Salik at (202) 551 -3692 , or me at
(202) 551 -3355  if you have questions regarding comments on the financial statements and
related matters.  Please contact Leland Benton  at (202) 551 -3791, or Erin Jaskot  at (202) 551 -
3442, with any other questions.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

April 18, 2013

Via E -mail
Mr. Michael R. Cole
Chief Financial Officer
Universal Forest Products, Inc.
2801 East Beltline, N.E.
Grand Rapids, MI 49525

Re: Universal Forest Products, Inc.
  Form 10 -K
Filed February 26, 2013
File No. 0 -22684

Dear Mr. Cole:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are res ponsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

CORRESP
1
filename1.htm

    corresp.htm

Bridgewater Place Ÿ Post Office Box 352

Grand Rapids, Michigan 49501-0352

 Telephone 616 / 336-6000 Ÿ Fax 616 / 336-7000 Ÿ www.varnumlaw.com

Michael G. Wooldridge

Direct: 616 / 336-6903

mgwooldridge@varnumlaw.com

April 17, 2013

Filed Via Edgar

Terrence O'Brien

Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Re:

Universal Forest Products, Inc.

Form 10-K

Filed February 26, 2013

File No. 0-22684

Dear Mr. O'Brien:

On behalf of Universal Forest Products, Inc., a Michigan corporation ("UFP"), we are responding to your most recent letter dated April 12, 2013, with respect to the above-referenced filing.  The comments from your April 12, 2013, letter are set forth in bold font below and are followed by our response.

Form 10-K for the year ended December 29, 2012

General

1.

We note the Acknowledgement page at the end of the response.  Please address in your letter that such Acknowledgement does not appear to be dated appropriately  nor is there a clear signature.  In your response letter, please provide an acknowledgement of the Tandy language from an officer of the company that is appropriately signed and dated.

We apologize for the oversight in failing to include the date and signature on the Acknowledgement that accompanied our March 29, 2013 response.  The attached includes the dated and signed Acknowledgment of the Company, as requested.

Grand Haven Ÿ Grand Rapids Ÿ Kalamazoo Ÿ Lansing Ÿ Metro Detroit

Mr. Terrence O'Brien

April 17, 2013

Page 2

2.

We have read your response to comment 2 in our letter dated March 21, 2013.  It is unclear how you have concluded that the additional analysis by reportable segment is "duplicative" of the comparative market analysis already set forth in your MD&A or "will  promote confusion" in understanding your financial results and operations, given, among other things, the material changes in each reportable segment's net sales and operating profit for the periods presented.  The existing MD&A does not explain these material variances and therefore a reader is unable to understand why, for example, the Eastern and Western Divisions' segment operating profit increased $32.4 million during 2012 or why the Site-Built segment incurred an operating loss of $6.4 million in 2011 but reported operating profit of $1.3 million in 2012, and whether these change are indicative of a trend or is the result of non-recurring factors.  Therefore, as previously requested, please revise future filings to provide a fulsome segment discussion and analysis in accordance with SEC Release No. 33-8350, Section 501.12.b.2 of the Financial Reporting Codification, as well as Item 303(a)(3) of Regulation S-K.

In response to the Commission's comments, future filings will provide the requested segment discussion and analysis.

*  *  *  *  *

In responding to our comments, please provide a written statement from the Company acknowledging that:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Attached to this letter is the Company's signed Acknowledgement to the above statements.

We hope that we have sufficiently responded to your comments.  If you have additional questions or comments, please contact me directly.

Very truly yours,

VARNUM

Michael G. Wooldridge

MGW/jmn

6055519_1

Mr. Terrence O'Brien

April 17, 2013

Page 3

cc:

Mr. Michael Cole, Chief Financial Officer

ACKNOWLEDGMENT

We acknowledge the following:

·

The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

·

SEC Staff comments or changes to disclosure in response to SEC Staff comments in the Company's filings reviewed by the SEC Staff do not foreclose the SEC from taking any action with respect to the Company's filings; and

·

The Company may not assert SEC staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

April 17, 2013

Michael Cole, Chief Financial Officer,

Universal Forest Products, Inc.

April 12, 2013

Via E -mail
Mr. Michael R. Cole
Chief Financial Officer
Universal Forest Products , Inc.
2801 East Beltline, N.E.
Grand Rapids, MI 49525

Re: Universal Forest Products,  Inc.
 Form 10-K
Filed February 26, 2013
File No. 0-22684

Dear Mr. Cole :

We have reviewed your response dated March 29, 2013 and have the following
comments.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you prov ide in response to these  comments, we may
have  additional comments.

Form 10 -K for the year ended December 29, 2012

General

1. We note the Acknowledgement page at the end of the response. Please address in your
letter that such Acknowledgement does not  appear to be dated appropriately nor is there a
clear signature. In your response letter, please provide an acknowledgement of the Tandy
language from an officer of the c ompany that is appropriately signed and dated.

Mr. Michael R. Cole
Universal Forest Products , Inc.
April 12, 2013
Page 2

 Annual Report

Management’s Discussion and Analysis, page 3

Results of Operations, page 8

2. We have read your response to comment 2 in our letter dated March 21, 2013. It is
unclear how you have concluded that the additional analysis by reportable segment is
“duplicative” of the comparative market analysis already set forth in your MD&A or
“will promote confusion” in understanding your financial results and operations, given,
among other things, the material changes in each reportable segment’s net sales and
operating profit for the periods presented. The existing MD&A does not explain these
mater ial variances and therefore a reader is unable to understand why, for example, the
Eastern and Western Divisions’ segment operating profit increased $32.4 million during
2012 or why the Site -Built segment incurred an operating loss of $6.4 million in 2011 but
reported operating profit of $1.3 million in 2012, and whether these change are indicative
of a trend or is the result of non -recurring factors. Therefore, as previously requested,
please revise future filings to provide a fulsome segment discussion an d analysis in
accordance with SEC Release No. 33 -8350, Section 501.12.b.2 of the Financial
Reporting Codification, as well as Item 303(a)(3) of Regulation S -K.

You may contact Jenn Do at (202) 551-3743 , Al Pavot at (202) 551 -3738, or me at (202)
551-3355  if you have questions regarding comments on the financial statements and related
matters.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

CORRESP
1
filename1.htm

    formcorresp.htm

Bridgewater Place Ÿ Post Office Box 352

Grand Rapids, Michigan 49501-0352

 Telephone 616 / 336-6000 Ÿ Fax 616 / 336-7000 Ÿ www.varnumlaw.com

Michael G. Wooldridge

Direct: 616 / 336-6903

mgwooldridge@varnumlaw.com

March 29, 2013

Filed Via Edgar

Terrence O'Brien

Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Re:

Universal Forest Products, Inc.

Form 10-K for the fiscal year ended December 29, 2012

Filed February 26, 2013

File No. 0-22684

Dear Mr. O'Brien:

On behalf of Universal Forest Products, Inc., a Michigan corporation ("UFP"), we are responding to the comments of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") set forth in your letter dated March 21, 2013 with respect to the above-referenced filing.  The comments from your letter are set forth in bold font below and are followed by our response.

Form 10-K for the year ended December 29, 2012

Annual Report

Management’s Discussion and Analysis, page 3

Results of Operations, page 8

1.

We note the $3.2 million of loss reserves on certain notes receivable mentioned on pages 5 and 13. Please tell us the facts and circumstances necessitating the reserve and the nature and terms of the note. Please explain why the amount on the statement of cash flows related thereto appears to be only $2.1 million.

The $3.2 million of loss reserves reflects the write down of two promissory notes due the Company, both of which are secured by real estate.  The issuers of both notes are in default under the respective payment terms of the notes.  The aggregate amount of the reserve reflects the diminution in the appraised values of the underlying collateral, based upon updated appraisals received by the Company in the fourth quarter of 2012.

Grand Haven Ÿ Grand Rapids Ÿ Kalamazoo Ÿ Lansing Ÿ Metro Detroit

Mr. Terrence O'Brien

March 29, 2013

Page 2

The $2.1 million non-cash loss reserve, reflected in the Consolidated Statements of Cash Flows, represents the aggregate, principal amount of the notes accrued to the loss reserve.  The $1.1 million difference between the $3.2 million loss reserve and the $2.1 million non-cash expense represents accrued interest that was due under the notes, in which the non-cash income related to accrued interest was offset by the non-cash loss reserve of the same amount.  .

2.

In your response letter, please provide us with a discussion and analysis of net sales and segment operating profit by reportable segment, as it would have been included in the Annual Report. Refer to SEC Release No. 33-8350 and Section 501.12.b.2 of the Financial Reporting Codification. Revise future filings to do so.

As explained in Footnote O of the Company's financial statements, the Company has three reporting segments; Eastern and Western, Site Built and All Other.  A discussion and analysis of those segments, as of year end December 29, 2012, is as follows:

Net Sales

Operating Profit

2012

2011

Change

2012

2011

Change

Eastern and Western

$
1,635,178

1,486,058

$
149,120

$
60,573

$
28,198

$
32,375

Site-Built

222,824

183,120

39,704

1,299

(6,349
)

7,648

All Other

196,931

153,158

43,773

(11,316
)

(8,731
)

(2,585
)

Eastern and Western

Net sales of the Eastern and Western reportable segment increased approximately 10% in 2012 compared to 2011.  This increase was primarily due to:

●

A 17% increase in Industrial sales resulting from higher lumber prices and greater unit sales due to market share gains.

●

A 26% increase in Manufactured Housing sales due to higher lumber prices and an increase in industry production of HUD code homes.

●

A 15% increase in Commercial Construction and Concrete Forming sales primarily due to a significant increase in the sale of products used to make concrete forms.

Mr. Terrence O'Brien

March 29, 2013

Page 3

Operating profit for the Eastern and Western reportable segment increased in 2012 compared to 2011 primarily due to the following factors:

●

Selling into a rising lumber market for much of the first half of 2012.  Conversely, during the first half of 2011 we were adversely impacted by selling into a falling market for most of that period.

●

In the first quarter of 2012 we experienced more favorable weather than we did in the first quarter of 2011.  Adverse weather conditions in many areas of the country resulted in lost production days during early 2011.

Site-Built

Net sales of the Site-Built reportable segment increased 22% in 2012 compared to 2011.  This increase was primarily due to a 27% increase in national housing starts as well as growth in commercial construction.

Operating profit for the Site-Built reportable segment increased in 2012 compared to 2011 primarily due to the increase in unit sales mentioned above and improved operating leverage.

All Other

Net sales to all other segments increased 29% in 2012 compared to 2011. This increase was primarily due to:

●

An increase in sales to the Manufactured Housing market by our UFP Distribution operations, primarily due to an increase in industry production of HUD code homes.

●

An increase in sales to the Retail Building Materials market by our Universal Consumer Products operations, due to market share gains in composite decking and vinyl fencing products.

●

An increase in sales to the Industrial market by our Universal Pinelli subsidiary, which manufactures molding and millwork products out of its plant in Durango, Mexico.

As is apparent from the above analysis, relative to the comparative market analysis set forth in the Company's MD&A, the Company does not believe that this additional disclosure enhances the overall understanding of the Company's results of operations or improves the context within which the Company's financial information should be analyzed.  To the contrary, this additional segment comparison analysis is at best duplicative and, more likely, will promote confusion in understanding the Company's financial results and operations.  While financial information is available and evaluated by management with respect to various operations, such that those operations constitute separate operating segments, further disclosures relative to the Company's resulting reportable segments will not promote an understanding of the Company's results of operations or result in a better understanding of how management operates the Company's business.

Mr. Terrence O'Brien

March 29, 2013

Page 4

For instance, the Site-Built reportable segment (which comprises the Company's operations for which a majority of its respective sales are to residential construction customers) represents a significant majority of the Company's sales and operating results attributable to the Company's Residential Construction market.  Similarly, the sales and operating results attributable to the Company's Residential Construction market represent the vast majority of the revenues and operations of the Site-Built reportable segment.  Accordingly, the factors impacting operating performance in this reportable segment are and will be redundant of the disclosures made in connection with the Company's Residential Construction market.  The same redundancy holds true for the other reportable segments.  As a result, the Company respectfully requests that future filings not include this additional discussion and analysis.

E. Goodwill and Other Intangible Assets, page 44

3.

In future filings please provide a goodwill rollforward by segment for the periods presented. Refer to ASC 350-20-50-1.

Future filings will include the requested, goodwill rollforward by segment in substantially the following format:

(in thousands)

Eastern and

Western

Site-Built

All Other

Total

December 25, 2011

$
123, 311

$
21,720

$
9,671

$
154,702

Acquisitions

2,514

2,514

Other

2,100

2,100

December 29, 2012

$
127,925

$
21,720

$
9,671

$
159,316

M. Commitments, Contingencies, and Guarantees, page 53

4.

You state on page 54 that you have not accrued for any potential loss related to the contingencies “above” and that “potential liabilities of this nature are not conducive to precise estimates and are subject to change.” It is not clear to which contingencies you are specifically referring. Please clarify if you are referring to contingencies related only to the use or disposal of CCA treated products. In this case, revise your disclosure in future filings to disclose that you have not accrued for any such losses because, if true, such losses are not considered probable or reasonably estimable. If no accrual has been made because such losses are not reasonably estimable, please provide us with a comprehensive explanation as to why.

Mr. Terrence O'Brien

March 29, 2013

Page 5

The phrase "contingencies above" is in reference to potential claims by special interest environmental groups, noted in the preceding paragraph.  Given that the Company has been selling only limited quantities of CCA treated products for several years, as well as the meaningful reduction in claims by these groups, the Company will eliminate the referenced paragraph in future filings.  The immediately preceding paragraph is now more appropriate for inclusion as a risk factor, and will be included in Item 1A of the Company's Report on Form 10-K in future filings.

P. Quarterly Financial Information (Unaudited), page 59

5.

We note the net loss recorded in the fourth quarters of both 2012 and 2011 as shown on page 60. In future filings, please ensure that you provide disclosures for all material fourth quarter events and transactions either in the footnote disclosure or within MD&A. Please refer to Item 302(a)(3) of Regulation S-K and ASC 270-10-50-2 for guidance.

As explained in Item 1A of the Company's Report on Form 10-K, as well as in the Liquidity and Capital Resources Section of Management's Discussion and Analysis ("MD&A"), seasonality has a meaningful impact on the Company's operations, which typically and adversely impact fourth quarter results, relative to other quarters.  There were no material events or transactions that occurred during the fourth quarter of 2011 or 2012 that were not previously disclosed.  In future filings, the Company will provide disclosure of all material fourth quarter events and transactions either in the footnote disclosure or within MD&A.

* * * * *

In responding to our comments, please provide a written statement from the Company acknowledging that:

●

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

●

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

●

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Mr. Terrence O'Brien

March 29, 2013

Page 6

Attached to this letter is the Company's signed Acknowledgement to the above statements.

We hope that we have sufficiently responded to your comments.  If you have additional questions or comments, please contact me directly.

Very truly yours,

VARNUM

Michael G. Wooldridge

5991380_4

cc:

Mr. Michael Cole, Chief Financial Officer

Mr. Terrence O'Brien

March 29, 2013

Page 7

ACKNOWLEDGMENT

We acknowledge the following:

●

The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

●

SEC Staff comments or changes to disclosure in response to SEC Staff comments in the Company's filings reviewed by the SEC Staff do not foreclose the SEC from taking any action with respect to the Company's filings; and

●

The Company may not assert SEC staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

March _____, 2013

Michael Cole, Chief Financial Officer,

Universal Forest Products, Inc.

March 21, 2013

Via E -mail
Mr. Michael R. Cole
Chief Financial Officer
Universal Forest Products , Inc.
2801 East Beltline, N.E.
Grand Rapids, MI 49525

Re: Universal Forest Products,  Inc.
 Form 10-K
Filed February 26, 2013
File No. 0-22684

Dear Mr. Cole :

We have reviewed your filing  and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your document . In some of our comments, we may ask you to provide
us with information so we may better understa nd your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, p lease tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the year ended December 29, 2012

Annual Report

Management’s Discussion and Analysis, page 3

Results of Operations, page 8

1. We note the $3.2 million of loss reserves on certain notes receivable mentioned on pages
5 and 13. Please tell us the facts and circumstances necessitating the reserve and the
nature and terms of the note. Please expl ain why the amount on the statement of cash
flows related thereto appears to be only $2.1 million.

Mr. Michael R. Cole
Universal Forest Products , Inc.
March 21, 2013
Page 2

 2. In your response letter, please provide us with a discussion and analysis of net sales and
segment operating profit by reportable segment, as it would have  been included in the
Annual Report. Refer to SEC Release No. 33 -8350 and Section 501.12.b.2 of the
Financial Reporting Codification. Revise future filings to do so.

E. Goodwill and Other Intangible Assets, page 44

3. In future filings please provide a goodwill rollforward by segment for the periods
presented. Refer to ASC 350 -20-50-1.

M. Commitments, Contingencies, and Guarantees, page 53

4. You state on page 54 that you have not accrued for any potential loss related t o the
contingencies “above” and that “potential liabilities of this nature are not conducive to
precise estimates and are subject to change.” It is not clear to which contingencies you
are specifically referring. Please clarify if you are referring to cont ingencies related only
to the use or disposal of CCA treated products. In this case, revise your disclosure in
future filings to disclose that you have not accrued for any such losses because, if true,
such losses are not considered probable or reasonably estimable. If no accrual has been
made because such losses are not reasonably estimable, please provide us with a
comprehensive explanation as to why.

P. Quarterly Financial Information (Unaudited), page 59

5. We note the net loss recorded in the fourth q uarters of both 2012 and 2011 as shown on
page 60. In future filings, please ensure that you provide disclosures for all material
fourth quarter events and transactions either in the footnote disclosure or within MD&A.
Please refer to Item 302(a)(3) of Re gulation S -K and ASC 270 -10-50-2 for guidance.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applic able Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment s, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Mr. Michael R. Cole
Universal Forest Products , Inc.
March 21, 2013
Page 3

You may contact Jenn Do at (202) 551-3743 , Al Pavot at (202) 551 -3738, or me at (202)
551-3355  if you have questions regarding comments on the financial statements and related
matters.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

December 1, 2010

Michael R. Cole
Chief Financial Officer Universal Forest Products, Inc. 2801 East Beltline NE Grand Rapids, MI 49525

RE:  Universal Forest Products, Inc.
Form 10-K for the Fiscal Year Ended December 26, 2009 Filed February 23, 2010 File No. 000-22684

Dear Mr. Cole:
We have completed our review of your annual report on Form 10-K for the fiscal year
ended December 26, 2009 and related filings and have no further comments at this time.
Sincerely,    Pamela A. Long Assistant Director

CORRESP
1
filename1.htm

   ufp-corr_1120101.htm - Generated by SEC Publisher for SEC Filing

Bridgewater Place Ÿ Post Office Box 352

Grand Rapids, Michigan 49501-0352

Telephone 616 / 336-6000 Ÿ Fax 616 / 336-7000 Ÿ www.varnumlaw.com

MICHAEL G. WOOLDRIDGE

DIRECT DIAL 616/336-6903

E-MAIL mgwooldridge@varnumlaw.com

November 22, 2010

Filed Via Edgar

Pamela Long

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, DC 20549-4631

Re:      Universal Forest Products, Inc.

            Form 10-K for the fiscal year ended December 26, 2009

            Filed February 23, 2010

            Definitive Proxy Statement on Schedule 14A filed March 4, 2010

            Forms 10-Q for the Period Ended September 25, 2010

            File No. 000-22684

Dear Ms. Long:

On behalf of Universal Forest Products, Inc., a Michigan corporation ("UFP" or the "Company"), we are responding to the most recent comments of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") set forth in your letter, dated November 17, 2010, with respect to the above-referenced filings.  The comments from your letter are set forth in bold font below and are followed by the Company's responses, respectively.

Definitive Proxy Statement on Schedule 14A

Executive Compensation, page 12

Compensation Discussion and Analysis, page 12

Compensation Program Components, page 13

Base Salaries, page 13

1.         We note from your response to comment nine in our letter dated October 8, 2010.  Please clarify for us how Mr. Webster's January 1, 2010 increase was attributable to his promotion to president on

Grand Haven Ÿ Grand Rapids Ÿ Kalamazoo Ÿ Lansing Ÿ Milwaukee Ÿ Novi

Ms. Pamela Long

November 22, 2010

Page 2

            January 1, 2009.  In this regard, we note again that you increased Mr. Webster's salary in 2009 in connection with the promotion.  Your response suggests to us that in connection with the January 1, 2010 increase you performed a market check to determine the competitiveness of Mr. Webster's salary and, having determined that his salary "was well below the range of peer group compensation levels," you increased his salary. If this interpretation is accurate, it would suggest that the January 1, 2010 increase was more immediately attributable to the market check than to Mr. Webster's promotion to president on January 1, 2009.

            As disclosed in the Company's 2009 Proxy Statement, Mr. Webster's base salary was increased by approximately 24.5% as a result of his promotion to President of the Company in January of 2009.  As disclosed further in the Company's 2010 Proxy Statement, the subsequent 10.1% increase in his base salary in 2010 was "attributable to his promotion to President . . . on January 1, 2009."  The Company acknowledges the apparent confusion arising from the fact that both increases were attributable to the same event.  Nonetheless, that was the case.

The Company has confirmed that as of the date of Mr. Webster's initial promotion to President in January 2009, the Committee did not have a predetermined schedule for subsequent increases in his base salary, nor did it contemplate any increases subsequent to the initial adjustment that was made in 2009.  The Committee did recognize, as of the time of his initial appointment to President, that his salary was at a level well below the range of peer group compensation of base salaries.  The increase of 10.1%, which occurred a year subsequent to his promotion to President, was still primarily attributable to that promotion, combined with the Committee's subjective assessment that Mr. Webster had performed well in his new role as President.  In future filings, the Company will disclose the basis for any future increases in Mr. Webster's salary that are beyond the list of factors described in the "Base Salaries" section of its Compensation Discussion and Analysis.

Annual Incentive Compensation, page 14

2.         We note your response to comment 10 in our letter dated October 8, 2010. With a view toward disclosure in future filings, please address the following with respect to your annual incentive compensation plan:

·         Please disclose the range of amounts, expressed as percentages of pre-bonus operating profit, that you could have contributed to your corporate Business Unit bonus pool.

·         Please disclose the actual fixed percentage of your pre-bonus operating profit that was allocated to your corporate Business Unit bonus pool, and explain how this number was calculated based on your pre-bonus Return on Investment (ROI).

Ms. Pamela Long

November 22, 2010

Page 3

·         Please disclose the actual amount of your pre-bonus ROI.

·         Please show us a revised version of your table on page 15, which should disclose each named executive officers' targeted and actual percentage allocation of his respective bonus pool.  Based on your response, a majority of your named executive officers appears to have received an allocation from the corporate Business Unit bonus pool rather than from an amount composed of all of the company bonus pools.

In future filings, the Company will separately disclose and discuss the manner in which the Company's Corporate Business Unit bonus pool operates as part of the Company's Performance Bonus Plan.  That disclosure will be in accordance with the following, which assumes, for purposes of this example disclosure, 2009 compensation:

The Company's Performance Bonus Plan provides for the contribution of a fixed percentage of the Company's pre-bonus operating profit to each of a number of bonus pools, based upon the pre-bonus Return on Investment (ROI) of each plant, region and division (each of which are referred to as a "Business Unit") as well as a separate corporate Business Unit bonus pool.  Combined, these bonus pools comprise the Company's aggregate bonus awards.  ROI is determined based upon the Business Unit's pre-bonus operating profit less income taxes, divided by the average monthly investment of the Business Unit.  Average investment is defined as the fiscal monthly average of inventory, plus accounts receivable, plus net property, plant and equipment, plus intangibles, less accounts payable.

The Corporate Business Unit Bonus Pool.  Substantially all of the Company's Named Executives participate in the Corporate Business Unit bonus pool.  At the beginning of each year, each participant in that pool is allocated a fixed percentage of the pool, if any, that is paid as a performance bonus.  The amount of the contribution to that pool is based upon the Company's aggregate ROI performance.  Within a range of ROI performance results in increments of .5% to 1% of ROI, up to a maximum of ROI of 25.5%, the Company contributes a percentage of pre-bonus operating profit, from a minimum of 3.50% of pre-bonus operating profit (for the lowest ROI level of achievement) to a maximum of 8.79%, to the Corporate Business Unit bonus pool.  In general, for every hundred basis point improvement in ROI, the Company contributes an approximate, additional 26 basis points of pre-bonus operating profit to the Corporate Business Unit bonus pool.

For 2009, the Company achieved an overall ROI of 6.1% which resulted in a contribution of 4.87% of pre-bonus operating profit (or $3,358,000) to the Corporate Business Unit bonus pool.  The following table discloses and explains the determination of bonuses earned by the Named Executives under the Company's Performance Bonus Plan [for 2009 results].

Ms. Pamela Long

November 22, 2010

Page 4

Named Executive

ROI

Percent of Pre-Bonus

Operating Profit

Contributed to the

Corporate Business

Unit Bonus Pool

Allocation of

Participation in

the Corporate

Business Unit

Bonus Pool

(%)

Performance Bonus

($)

Michael B. Glenn

6.1%

4.87%

20%

$670,523

Michael R. Cole

6.1%

4.87%

 5%

 203,257

William G. Currie

6.1%

4.87%

   9.2% (1)

 304,885

Patrick M. Webster

6.1%

4.87%

14%

 474,266

Richard C. Frazier

(2)

(2)

(2)

 320,000

Matthew J. Missad

6.1%

4.87%

 6%

 215,544

(1)   Mr. Currie retired from the Company on July 21, 2009.  He was eligible for 2009 incentive compensation only for the portion of the year in which he was an employee.

(2)   For 2009, Mr. Frazier did not participate in the Corporate Business Unit bonus pool.  Rather, the incentive compensation for Mr. Frazier is based upon the ROI of his Business Unit.

Long-Term Stock Incentive Plans, page 16

3.         We note your response to comment 11 in our letter dated October 8, 2010.  With a view toward disclosure in future filings, please clarify what you mean by your statement that "[t]he relative amount of shares subject to each award is based upon each executive's job classification."

To clarify the prior response, the Company's CEO recommends to the Compensation Committee, for its approval, the amount of shares that are subject to each conditional stock award, based upon his subjective assessment as to the appropriate number of shares to be granted to employees.  The awards ranged from a high of 2,000 shares, granted to the Company's CEO and Chairman, to a low of 1,000, shares granted to certain of the other Named Executives.  The relative amount of shares subject to each award is based upon the employee's role in the Company, whereby more senior level executives receive a larger grant than subordinate levels.  In future filings, we will include this explanation.

Form 10-Q for the Quarterly Period Ended September 25, 2010

Exhibits 31.1(a) and (b)

4.         We note your response to comment 12 in our letter dated October 8, 2010, and reissue this comment.  As previously requested, with your future filings, please file your certifications exactly as set forth in Item 601(b)(31)(i) of Regulation S-K without the word "quarterly" in paragraph 2.

Ms. Pamela Long

November 22, 2010

Page 5

            In future filings, the referenced certifications will be filed exactly as set forth in Item 601(b)(31)(i) of Regulation S-K.

In responding to our comments, please provide a written statement from the company acknowledging that:

·         the company is responsible for the adequacy and accuracy of the disclosure in the filing;

·         staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·         the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Attached to this letter is the Company's acknowledgment to the above statements.

* * * * *

            We hope that we have sufficiently responded to your comments.  If you have additional questions or comments, please contact me directly.

Very truly yours,

VARNUM LLP

/s/ Michael G. Wooldridge

Michael G. Wooldridge, Partner

cc:        Mr. Matthew Missad

Ms. Pamela Long

November 22, 2010

Page 6

ACKNOWLEDGMENT

We acknowledge the following:

·         The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

·         SEC Staff comments or changes to disclosure in response to SEC Staff comments in the Company's filings reviewed by the SEC Staff do not foreclose the SEC from taking any action with respect to the Company's filings; and

·         The Company may not assert SEC staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

/s/ Michael Cole

Michael Cole, Chief Financial Officer,

Universal Forest Products, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

       November 17, 2010

Michael R. Cole Chief Financial Officer
Universal Forest Products, Inc.
2801 East Beltline NE
Grand Rapids, MI 49525

 RE: Universal Forest Products, Inc.
  Form 10 -K for the F iscal Year E nded December 26, 2009
Filed February 23, 2010
Definitive Proxy Stateme nt on Schedule 14A filed March 4 , 2010
Form 10- Q for the Quarterly Period Ended September 25, 2010
Filed October 20, 2010
File No. 000 -22684

Dear Mr. Cole:

We have reviewed your filing s and have the following comments.

Definitive Proxy Statement on Schedule 14A

Executive Compensation, page 12

Compensation Discussion and Analys is, page 12

Compensation Program Components, page 13

Base Salaries, page 13

1. We note from your response to comment nine in our letter dated October 8, 2010.  Please clarify for us how Mr. Webster’s January 1, 2010 increase was attributable to his promotion to president on January 1, 2009.  In this regard, we note again that you increased Mr. Webster’s salary in 2009 in connection with the promotion.  Your re sponse suggests to us that in connection with the January 1,
2010 increase you performed a market check to determine the competitiveness of Mr. Webster’s salary and, having determined that his salary “was well below the range of peer group compensation levels,” you increased his salary.  If this
interpretation is accurate, it would suggest that the January 1, 2010 increase was
more immediately attributable to the market check than to Mr. Webster’s promotion to president on January 1, 2009.

Michael R. Cole
Universal Forest Products, Inc.
November 17, 2010
Page 2

Annual Incentive Compensation, page 14

2. We note your response to comment 10 in our letter dated October 8, 2010.  With a view toward disclosure in future filings, please address the following with respect to your annual incentive compensation plan:

• Please disclose the range of amounts, expressed as percentages of pre- bonus
operating profit, that you could have contributed to your corporate Business
Unit bonus pool.
• Please disclose the actual fixed percentage of your pre- bonus operating profit
that wa s allocated to your corporate Business Unit bonus pool, and explain
how this number was calculated based on your pre -bonus Return on
Investment (ROI).

• Please disclose the actual amount of your pre -bonus ROI.

• Please show us a revised version of your table on page 15, which should
disclose each named executive officers’ targeted and actual percentage
allocation of his respective bonus pool.  Based on your response, a majority of your named executive officers appears to have received an allocation from the corporate Business Unit bonus pool rather than from an amount composed of
all of the company bonus pools.

Long -Term Stock Incentive Plans, page 16

3. We note your response to comment 11 in our letter dated October 8, 2010.  With a view toward disclosure in future filings, please clarify what you mean by your statement that “[t]he relative amount of shares subject to each award is based upon each executive’s job classification.”

Form 10- Q for the Quarterly Period Ended September 25, 2010

Exhibits 31.1(a) and (b)

4. We note your response to comment 12 in our letter dated October 8, 2010, and reissue this comment.  As previously requested, with your future filings, please
file your certifications exactly as set forth in Item 601(b)(31)(i) of Regulation S -K
without  the word “quarterly” in paragraph 2.

Michael R. Cole
Universal Forest Products, Inc.
November 17, 2010
Page 3
  In responding to our comments, please provide  a written statement from the
company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff commen ts or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any pe rson under the federal securities laws of the
United States.
 In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.

You may contact Hagen Ganem , Staff Attorney, at (202) 551- 3330 or, in his
absence,  Dietrich King , Staff Attorney, at (202) 551- 3338, with any questions .

Sincerely,

Pamela Long
Assistant Director

CORRESP
1
filename1.htm

   ufp-corr_1105101.htm - Generated by SEC Publisher for SEC Filing

Bridgewater Place Ÿ Post Office Box 352

Grand Rapids, Michigan 49501-0352

Telephone 616 / 336-6000 Ÿ Fax 616 / 336-7000 Ÿ www.varnumlaw.com

MICHAEL G. WOOLDRIDGE

DIRECT DIAL 616/336-6903

E-MAIL mgwooldridge@varnumlaw.com

November 5, 2010

Filed Via Edgar

Pamela Long

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE

Washington, DC 20549-4631

Re:

Universal Forest Products, Inc.

Form 10-K for the fiscal year ended December 26, 2009

Filed February 23, 2010

Definitive Proxy Statement on Schedule 14A filed March 4, 2010

Forms 10-Q for the Periods Ended March 27 and June 26, 2010

File No. 000-22684

Dear Ms. Long:

On behalf of Universal Forest Products, Inc., a Michigan corporation ("UFP"), we are responding to the comments of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") set forth in your letter dated October 8, 2010 with respect to the above-referenced filings.  The comments from your letter are set forth in bold font below and are followed by our response.

Form 10-K for the year ended December 26, 2009

Cover Page

1.         We note the disclosure on the cover page that your common stock is registered pursuant to Section 12(g) of the Exchange Act.  However, it appears that you should identify your common stock as registered pursuant to Section 12(b) of the Exchange Act.  In this regard, we note that your common stock appears to have been subject to the Commission's order set forth in Release No. 34-54240 (July 31, 2006).  In future filings revise your cover page accordingly.  In doing so, please identify on your cover page the exchange with which your common stock is registered.

Grand Haven Ÿ Grand Rapids Ÿ Kalamazoo Ÿ Lansing Ÿ Milwaukee Ÿ Novi

Ms. Pamela Long

November 5, 2010

Page 2

This confirms that UFP's common stock is registered pursuant to Section 12(b) of the Exchange Act under the Commission's order set forth in Release No. 34-54240 (July 31, 2006).  In future filings we will correct this disclosure.

Item 9A.  Controls and Procedures, page 13

2.         We note your disclosure on page 21 of Exhibit 13 and specifically the descriptions of your internal control over financial reporting.  These descriptions appear to be based on the definition of internal control over financial reporting set forth in Rules 13a-15(f) and 15d-15(f) under the Exchange Act but do not fully conform to the definition set forth in those rules.  Please confirm, if true, that your management's conclusion regarding effectiveness is based on the full definition of internal control over financial reporting set forth in the applicable rules and revise your disclosure accordingly in future filings.  Alternatively, you may simply state, if true, that your management concluded on the applicable dates that your internal control over financial reporting was effective.

This confirms that UFP's management concluded that, as of December 26, 2009, UFP's internal control over financial reporting was effective.  In future filings we will correct this disclosure.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters, page 15

3.         In future filings, please account for the total number of securities in column (c) of the equity compensation plan table by disclosing in a footnote the information required by Instruction 6 to Item 201(d) of Regulation S-K.

In future filings we will add the required disclosure in a footnote to disclose the other forms of non-option awards that may be available under the Company's Long-Term Incentive Plan.

Item 15.  Exhibits, Financial Statement Schedules, page 15

4.         In future filings, please file or incorporate by reference your performance bonus plan and deferred compensation plan described on pages 14 and 16, respectively, of your definitive proxy statement.

In future filings we will file or incorporate by reference the above-referenced plans.

5.         Please be advised that no document on file with the Commission for more than five years may be incorporated by reference, subject to certain limited exceptions.  See Item 10(d) of Regulation S-K.  We note that some of the exhibits you incorporate by reference, such as exhibit 10(f), have been on file with the Commission for more than five years and do not appear to satisfy any of the exceptions listed in Item 10(d).  Please revise your exhibit list accordingly in future filings.

Ms. Pamela Long

November 5, 2010

Page 3

Please note that the document filed as Exhibit 10(f) was filed as an exhibit to the Company's registration statement and is therefore an exception to the five-year limitation.  In future filings we will revise UFP's exhibit list in accordance with Item 10(d) of Regulation S-K for those documents that exceed the five-year limit and are not filed as exhibits to a registration statement.

6.         We note that you filed with your Form 10-Q for the quarterly period ended September 26, 2009, the schedules and exhibits to your credit agreements listed as exhibits 10(i)(4), (i)(5), and (j)(2).  In future filings, please include in your exhibit list a reference to the Form 10-Q with which you filed such schedules and exhibits.

In future filings, we will include in UFP's exhibit list the requested reference.

Definitive Proxy Statement on Schedule 14A

7.         We note that you have not included any disclosure in response to Item 402(s) of Regulation S-K.  Please advise us of the basis for your conclusion that disclosure is not necessary and describe the process you undertook to reach that conclusion.

The Company understands that Section 402(s) requires disclosure of the Company's policies and practices of compensating its employees as they relate to risk management practices and risk-taking incentives only to the extent that such risks arising from its compensation policies and practices for its employees are reasonably likely to have a material adverse affect on the Company.

For 2009, the Company made the determination that the risks arising from its compensation policies and practices are not reasonably likely to have a material adverse affect on the Company.  As described in its Proxy Statement, the Company's incentive compensation is based on a return on investment of each Business Unit (as that term is defined in response to comment 10 below).  This program is consistent for all salaried employees with the exception of certain of the Company's salespeople who are paid on a salary basis plus an incentive based on collected sales and margin.  Under this commission arrangement, commissions are earned based upon margin achievement following the attainment of predetermined sales targets.  This focus on margins reduces the risk that its salespeople would be motivated to generate sales growth at the expense of margins.  Because the commission structure is based upon collected sales, the Company's sales force must also consider the credit risks of current and prospective customers.

The Company has operated for a significant number of years with a substantially similar commission structure and incentive compensation system, neither of which have adversely impacted the Company, providing a further basis for its conclusion that its compensation policies and practices do not promote risk taking that would likely have a material adverse impact on the Company.

Ms. Pamela Long

November 5, 2010

Page 4

Management regularly assesses the efficiency of its compensation policies and practices to ascertain whether they properly motivate and reward its employees in a manner that is aligned with the best interests of its shareholders.  These assessments are reviewed and discussed with the Compensation Committee of the Board of Directors.

Leadership Structure and the Board's Role in Risk Oversight, page 8

8.         We note that three individuals serve separately as your chairman, chief executive officer, and lead director.  In future filings, please discuss your reasons for determining that this leadership structure is appropriate given your specific characteristics or circumstances.  See Item 407(h) of Regulation S-K.

Mr. Currie, who is the current chairman, is the Company's former CEO and does not qualify as an independent director.  Because the Board regularly holds sessions of its meetings that are exclusively attended by independent directors, Mr. Dutton was appointed as Lead Director to chair those sessions.  In future filings, we will disclose the Board's rationale for establishing this leadership structure.

Executive Compensation, page 12

Compensation Discussion and Analysis, page 12

Compensation Program Components, page 13

Base Salaries, page 13

9.         We note your disclosure that Mr. Webster's 10.1% increase in his salary was "attributable to his promotion to president...on January 1, 2009." We also note your response to comment six in our letter dated September 16, 2009, that "Mr. Webster's [24.5% increase in salary] was attributable to his promotion to President...." With a view toward disclosure in future filings, please tell us whether Mr. Webster's promotion to president resulted in a predetermined schedule of annual salary increases or whether these consecutive annual increases are attributed to factors beyond Mr. Webster's January 2009 promotion.  Please describe for us the schedule of increases or other factors, as applicable.

As disclosed by the Company, both the 2009 increase as well as the 2010 increase are attributable to Mr. Webster's promotion to president on January 1, 2009.  At the time of his appointment to that position, his salary, while increased, was set at a level well below the range of peer group compensation levels.  The 2010 increase had the effect of increasing his salary to an amount closer to peer compensation levels; however, the amount of that increase was not made in accordance with any predetermined schedule.  In future filings, the Company will disclose the basis for any future increases in Mr. Webster's salary that are beyond the list of factors described in the "Base Salaries" section of its Compensation Discussion and Analysis.

Ms. Pamela Long

November 5, 2010

Page 5

Annual Incentive Compensation, page 14

10.       We note your description of your annual incentive compensation plan.  With a view toward disclosure in future filings, please address the following:

Explain how actual corporate and business unit return on investment (ROI) translated into particular bonus pool amount(s) from which each named executive officer is allocated a percentage in the form of an annual incentive bonus.

To summarize, the Company's Performance Bonus Plan provides for the contribution of a fixed percentage of the Company's pre-bonus operating profit to each of a number of bonus pools, based upon the pre-bonus Return on Investment ("ROI") of each plant, region, and division (each of which is referred to as a "Business Unit") as well as a separate corporate Business Unit bonus pool.  Combined, these bonus pools comprise the Company's aggregate bonus awards.  ROI is determined based upon the Business Unit's pre-bonus operating profit less income taxes, divided by the average monthly investment of the Business Unit.  Average investment is defined as the fiscal monthly average of inventory, plus accounts receivable, plus net property, plant equipment, plus intangibles, less accounts payable.  The ROI for the corporate Business Unit pool is based upon the Company's aggregate ROI.

The Company does not use specific ROI performance targets for the purpose of determining actual bonus payments.  Rather, for the various bonus pools, the Company utilizes an ROI threshold and maximum, .01% and 24.4%, respectively, for the purpose of determining the size of the bonus pools for the Business Units, as well as the Company's corporate Business Unit bonus pool.  Within the range of ROI results, in increments of .5% to 1% of ROI, between the threshold and maximum, the Company contributes a percentage of pre-bonus operating profit to the various bonus pools.  The amount of the contribution, expressed as a percentage of pre-bonus operating profit, varies among the Business Units and from the corporate Business Unit pool, and ranges from a low of 2.3% of pre-bonus operating profit to a high of 25% of pre-bonus operating profit.

The Company has over 70 bonus pools, one for each Business Unit, as well as the separate corporate Business Unit pool.  Historically, a majority of the Named Executives participate in the corporate Business Unit bonus pool, although the presidents of the Company's divisional operations have qualified as Named Executives in the past, and they participate in their respective divisional Business Unit pool.

Ms. Pamela Long

November 5, 2010

Page 6

At the beginning of each year, each plan participant is allocated a percentage of the bonus pool for his or her respective Business Unit.  For the Company's Named Executives, the Company's CEO recommends, subject to Compensation Committee approval, the percentage of their bonus pool to be allocated to that Named Executive.  Once allocated, these percentages are multiplied by the applicable bonus pool which yields the eventual bonus payment.  In future filings, the Company will include the above explanation.

Disclose the bonus pool amounts from which each named executive officer was paid.

The corporate unit bonus pool for 2009 was $3,358,000.  In future filings, the Company will disclose the aggregate amount of the corporate Business Unit bonus pool which, as noted above, is the pool in which a majority of the Company's Named Executives participate.  The Company does not believe that the disclosure of the bonus pool amounts for any Business Unit is useful to its shareholders.  Moreover, the disclosure of the amount of any Business Unit bonus pool (other than the corporate Business Unit bonus pool) would provide confidential and proprietary business information to the Company's competitors and customers by allowing those parties to determine the relative profitability of those Business Units to the ultimate detriment of the Company's shareholders.  The Company operates in highly competitive markets with historically narrow net profit margins.  The ability of the Company's competitors and customers to assess the relative profitability of one or more Business Unit would result in further price pressures on the Company's products and would have an adverse impact of the Company's overall profitability.  Accordingly, the Company does not intend to disclose the bonus pool amounts for any Business Unit other than the corporate Business Unit bonus pool.

Describe how each named executive officer's percentage allocation was determined.

Please see explanation above.

Clarify why the table on page 15 indicates that Mr.  Glenn's "Allocation of Participation in Aggregate Company Bonus Pools," was 6.3%, whereas your disclosure on page 14 states that Mr.  Glenn's total allocation from the "corporate Business Unit bonus pool" totaled 20%.

Mr. Glenn's percentage allocation of the corporate Business Unit bonus pool was 20%.  When combined with all of the Company-wide bonus pools, Mr. Glenn's bonus represented 6.3% of the Company-wide bonuses.

Long-Term Stock Incentive Plans, page 16

11.       With a view toward disclosure in future filings, please describe for us how you determined the conditional stock grant amounts that you made in 2009.  See Item 402(b) of Regulation S-K.

Ms. Pamela Long

November 5, 2010

Page 7

The Company's CEO recommends to the Compensation Committee, for its approval, the amount of shares that are subject to each conditional stock award.  The relative amount of shares subject to each award is based upon each executive's job classification.  In future filings, we

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

       October 8, 2010

Michael R. Cole Chief Financial Officer
Universal Forest Products, Inc.
2801 East Beltline NE
Grand Rapids, MI 49525

 RE: Universal Forest Products, Inc.
  Form 10 -K for the F iscal Year E nded December 26, 2009
Filed February 23, 2010
Definitive Proxy Stateme nt on Schedule 14A filed March 4 , 2010
Forms 10- Q for the Periods E nded March 27 and June 26, 2010
  File No. 000 -22684

Dear Mr. Cole:

We have reviewed your filing s and have the following comments.  Where
indicated, we think you should revise your disclosures in future filings in response to
these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanati on.  In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.

Please understand that the purpose of our  review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our c omments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10- K for the Fiscal Year E nded December 26 , 2009

Cover Page

1.   We note the disclosure on the cover page that your com mon stock is registered
pursuant to Section 12(g) of the Exchange Act.  However, it appears that you should identify your common stock as registered pursuant to Section 12(b) of the
Exchange Act.  In this regard, we note that your common stock appears to have
been subject to the Commission’s order set forth in Release No. 34- 54240 (July
31, 2006).  In future filings  revise your cover page accordingly.   In doing so,

Michael R. Cole
Universal Forest Products, Inc.
October 8, 2010
Page 2

please identify on your cover page the exchange with which your common stock is registered.

Item 9A. Controls and Procedures, page 13

2.   We note your disclosure on page 21 of Exhibit 13 and specifically the
descriptions  of your internal control over financial reporting.  The se descriptions
appear to be based on the definition of internal contr ol over financial reporting set
forth in Rules 13a -15(f) and 15d- 15(f) under the Exchange Act  but do not  fully
conform to the defi nition set forth in those rules.  Please confirm, if true, that your
management’s conclusion regarding effectiveness is based on the full definition of internal control over financial reporting set forth in the applicable rules  and revise
your disclosure accordingly in future filings .  Alte rnatively, you may simply state,
if true, that your management concluded on the applicable dates that your internal control over financial reporting was effective.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Shareholder Matters, page 15

3.   In future filings, please account for the total number of secur ities in column (c) of
the equity compensation plan table by disclosing in a footnote the information required by Instruction 6 to Item 201(d) of Regulation S -K.

Item 15. Exhibits, Financial Statement Schedules, page 15

4.   In future filings, please fil e or incorporate by reference your performance bonus
plan and deferred compensation plan described on pages14 and 16, respectively, of your definitive proxy statement.

5.   Please be advised that no document on file with the Commission for more than
five years may be incorporated by reference, subject to certain limited exceptions.
See Item 10(d) of Regulation S -K.  We note that some of the  exhibits  you
incorporate by reference, such as exhibit 10(f), have been on file with the Commission for more than fi ve years and do not appear to satisfy any of the
exceptions listed in Item 10(d).  Please revise your exhibit list accordingly  in
future filings .

6.   We note that you filed with your Form 10- Q for the quarterly period ended
September 26, 2009, the schedules and exhibits to your credit agreements listed as exhibits 10(i)(4), (i)(5), and (j)(2).  In future filings, please include in your exhibit list a reference to the Form 10 -Q with which you filed such schedules and
exhibits.

Michael R. Cole
Universal Forest Products, Inc.
October 8, 2010
Page 3

Definitive Proxy Statement on Schedule 14A

7.   We note that you have not included any disclosure in response to Item 402(s) of
Regulation S -K.  Please advise us of the basis for your conclusion that disclosure
is not necessary and describe the process you undertook to reach that c onclusion.

Leadership Structure and the Board’s Role in Risk Oversight, page 8

8.   We note that three individuals serve separately as your chairman, chief executive
officer, and lead director.  In future filings, please discuss your reasons for determin ing that this leadership structure is appropriate given your specific
characteristics or circumstances.  See Item 407(h) of Regulation S -K.

Executive Compensation, page 12

Compensation Discussion and Analysis, page 12

Compensation Program Components, pa ge 13

Base Salaries, page 13

9.   We note your disclosure that Mr. Webster’s 10.1% increase in his salary was
“attributable to his promotion to president…on January 1, 2009.”  We also note your response to comment six in our letter dated September 16, 2009, that “Mr. Webster’s [24.5% increase in salary] was attributable to his promotion to President….”  With a view toward disclosure in future filings, please tell us whether Mr. Webster’s promotion to president resulted in a predetermined schedule of annua l salary increases or whether these consecutive annual increases
are attributed to factors beyond Mr. Webster’s January 2009 promotion.  Please describe for us the schedule of increases or other factors, as applicable.

Annual Incentive Compensation, page 14

10. We note your description of your annual incentive compensation plan.  With a
view toward disclosure in future filings, please address the following:

• Explain how actual corporate and business unit return on investment
(ROI) translated into particul ar bonus pool amount(s) from which each
named executive officer is allocated a percentage in the form of an annual
incentive bonus.
• Disclose the bonus pool amounts from which each named executive
officer was paid.

Michael R. Cole
Universal Forest Products, Inc.
October 8, 2010
Page 4

• Describe how each named executive officer ’s percentage allocation was
determined.

• Clarify why the table on page 15 indicates that Mr. Glenn’s “Allocation of
Participation in Aggregate Company Bonus Pools” was 6.3%, whereas
your disclosure on page 14 states that Mr. Glenn’s total allocation from the “corporate Business Unit bonus pool” totaled 20%.

Long -Term Stock Incentive Plans, page 16

11. With a view toward disclosure in future filings, please describe for us how you
determined the conditional stock grant amounts that you made in 2009.  See Item
402(b) of Regulation S -K.

Forms 10- Q for the Quarterly Periods Ended March 27 and June 26, 2010

Item 6. Exhibits

Exhibits 31(a) and (b)

12. In future filings, please file your certifications exactly as set forth in Item
601(b)(31)(i) of Regulation S -K without  the word “quarterly” in paragraph 2.

Please respond to these comments by providing the supplemental information
requested within ten business days or tell us when you will provide us with a response.  Please provide us with a supplemental res ponse that addresses each of our comments.
Please file your supplemental response on EDGAR as a correspondence file.  We may raise additional comments after we review your responses.
 To expedite our review, you may wish to provide complete packages to eac h of
the persons named below.  Each package should include a copy of your response letter and any supplemental information.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing  includes the  information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules require.   Since the company
and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Michael R. Cole
Universal Forest Products, Inc.
October 8, 2010
Page 5

 In responding to our comments, please provide  a written statement from the
company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff commen ts or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any pe rson under the federal securities laws of the
United States.
 In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.

You may contact Hagen Ganem , Staff Attorney, at (202) 551- 3330 or, in his
absence,  Dietrich King , Staff Attorney, at (202) 551- 3338, with any questions .

Sincerely,

Pamela Long
Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

November 4, 2009

By U.S. mail and facsimile to (616) 364-5558

Mr. Michael R. Cole, Chief Financial Officer Universal Forest Products, Inc. 2801 East Beltline, N.E. Grand Rapids, MI 49525
 RE: Universal Forest Products, Inc.
  Form 10-K for the fiscal ye ar ended December 27, 2008
  File No. 0-22684

Dear Mr. Cole:  We have completed our review of your Form 10-K and related filings and have no further
comments at this time.
Sincerely,

Terence O’Brien Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

        October 14, 2009
By U.S. mail and facsimile to (616) 364-5558

Mr. Michael R. Cole, Chief Financial Officer Universal Forest Products, Inc. 2801 East Beltline, N.E. Grand Rapids, MI 49525
 RE: Universal Forest Products, Inc.
  Definitive Proxy Statement on  Schedule 14A filed March 6, 2009
  File No. 0-22684

Dear Mr. Cole:
We have reviewed your response letter  dated October 5, 2009 and have the
following additional comment.  If you disagree , we will consider your explanation as to
why our comment is inapplicable.  We ma y ask you to provide us with supplemental
information so we may better understand your  disclosure.  After reviewing this
information, we may or may not raise additional comments.    Definitive Proxy Statement Filed March 6, 2009

 Executive Compensation, page 15

 Compensation Discussion and Analysis, page 15

 Compensation Program Components, page 16

 Incentive Compensation, page 17

 1.   We note your responses to comment s seven and eight in our letter dated
September 16, 2009.  It remains unclear to us how you determined the non-equity incentive compensation awards receiv ed by your named executive officers.
Please provide us with a materially comple te analysis of the process you used to
determine the awards.  In this regard, for illustrative purposes, it may be helpful to discuss and analyze in detail the calcula tion of the actual award received by one
of your named executive officers.  You should also specifically address in your
response how you determined the percentage  of the bonus pool allocated to each
of your named executive officers.  Please note that we may have additional comments based on your response.

Mr. Michael R. Cole
Universal Forest Products, Inc. October 14, 2009 Page 2
*    *    *    *

As appropriate, please respond to this comm ent within 10 business days or tell us
when you will provide us with a response.  Please furnish a letter that keys your response to our comment and provides any requested s upplemental information.  Detailed response
letters greatly facilitate our review.  Pleas e file your response letter on EDGAR.  Please
understand that we may have additional comm ents after reviewing your response to our
comment.
Please contact Dieter King at (202) 551-3338 with any questions.

        S i n c e r e l y ,             T e r e n c e  O ’ B r i e n          B r a n c h  C h i e f

CORRESP
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Universal Forest Products, Inc. Correspondence to SEC 10/5/09

UNIVERSAL FOREST
PRODUCTS, INC. LETTERHEAD

October 5, 2009

Mr. Terence O’Brien

Branch Chief

Division of Corporate Finance

U.S. Securities and Exchange Commission

Washington, DC 20549-0510

Re:
Universal
Forest Products, Inc.

Form 10-K for the fiscal year ended December 27, 2008

Filed February 25, 2009

File No. 0-22684

Dear Mr. O’Brien:

        This
letter responds to your comment letter, dated September 16, 2009, regarding the referenced
filings. The comments from your letter are set forth in bold font below and are followed
by our response.

Form 10-K for the year
ended December 27, 2008

Signatures, page 17

          1.

          We note that your principal executive officer and your principal financial
          officer have signed the  annual report on Form 10-K on behalf of the
          registrant, but they do not appear to have signed  individually in their
          respective capacities as your principal executive officer and principal
          financial  officer. In addition, your annual report on Form 10-K has not
          been signed by anyone in the capacity of  principal accounting officer.
          If you do not have an officer who holds the titles of controller or
          principal accounting officer, the person who has responsibility for these
          functions (e.g., your chief  financial officer) should sign the annual
          report and be designated on the signature page as your  principal
          accounting officer. In future filings, please ensure that your filings are
          properly  executed. Please refer to General Instruction D(2)(a) of Form
          10-K and the signature page section of  Form 10-K.

        Response:
Mr. Michael Cole, the Company’s principal financial officer, also serves as the
Company’s principal accounting officer. In future filings, the Company will identify
Mr. Cole’s role as principal accounting officer. In addition, the Company will
clarify, in future filings, that the principal executive officer and principal financial
officer are signing in their respective capacities, as individuals.

Mr. Terrence O’Brien

October 5, 2009
Page 2

Exhibit Index, page E-1

2.
We
note that you have omitted the schedules and exhibits to the following exhibits:

•
Exhibit
(i)(4) (Series 2004-A, Credit Agreement dated December 20, 2004);

•
Exhibit
(i)(5) (First Amendment dated February 12, 2007 relating to Series 2004-A, Credit
Agreement dated December 20, 2004);

•
Exhibit
(j)(2) (Series 2002-A, Senior Note Agreement dated December 18, 2002).

As there
does not appear to be a valid basis for omitting these schedules and exhibits, please
file them with your next periodic report or, if you prefer, you may use a current report
on Form 8-K instead.

        Response:
The schedules and exhibits to the above-referenced exhibits will be filed with the
Company's next quarterly report on Form 10-Q.

Annual Report

          3.

          We understand from the transcript of the second quarter 2009 conference call
          that management tracks the  performance of its plants, whereby if a plant
          is costing the Company cash, the Company puts them on  notice and if
          there are no improvements, the plant will be closed. Section 501.12.b.3 of the
          FRC and  Item 303(a)(3)(ii) of Regulation S-K requires the disclosure of
          known trends, uncertainties or other  factors that will result in, or are
          reasonably likely to result in, any material impairment charges in
          future periods. Such disclosure should identify the negative factors that may
          impact asset  recoverability. Since these plants are apparently
          experiencing a negative cash position, in future  filings please disclose
          in MD&A the carrying value of the assets associated with these plants that
          are  “on notice” so readers can understand the assets at risk.

        Response:
The Company acknowledges its obligations to disclose known trends, uncertainties and other
factors that will result in, or are reasonably likely to result in, any material
impairment charges in future periods. As such, in future filings, the Company will
disclose any material, negative factors that may impact asset recoverability, and to the
extent any of its facilities are placed on notice for likely future closure, the carrying
value of the assets associated with those facilities.

A. Summary of
Significant Accounting Policies, page 28

          4.

          We note the Exhibit 21 and your disclosure herein that you consolidate 50%
          owned entities over which you  exercise control. Please quantify for us
          the impact that such consolidation has on total assets, total
          liabilities and revenues for the periods presented.

Mr. Terrence O’Brien

October 5, 2009

Page 3

        Response:
Set forth below is the impact on the Company from the consolidation of 50% owned entities,
over which the Company has control, on the Company’s total assets, total liabilities
and revenues for the periods presented:

(in thousands)

     2006
     2007
     2008

     Total assets

     $  27,212

     $  20,570

     Total liabilities

     $  10,312

     $  11,172

     Revenues
     $  75,269

     $  76,224

     $  71,494

Definitive Proxy
Statement Filed March 6, 2009

Executive Compensation,
page 15

Compensation Discussion and
Analysis, page 15

Compensation Program
Components, page 16

Base Salaries, page 16

          5.

          We note that you use survey data about compensation practices at other
          companies in connection with the  process of setting compensation for
          your named executive officers. This process appears to constitute
          benchmarking for purposes of Item 402(b)(2)(xiv) of Regulation S-K. With a
          view toward future  disclosure, please tell us what impact the survey
          data had on your compensation decisions for the most  recently completed
          fiscal year. In doing so, please clarify the extent to which your compensation
           decisions are derived from or based on a comparison to peer companies,
          being sure to identify the peer  companies by name, or otherwise describe
          your methodologies for utilizing comparative information when
          implementing your compensation policies or making specific compensation
          awards. To the extent any  specific elements of compensation are ties to
          a benchmark, please identify the benchmark and discuss  where your actual
          payments and awards fell with respect to the benchmark, and to the extent that
          actual  compensation deviated from the benchmark, please provide an
          explanation of the reasons for this  deviation. Please refer to Item
          402(b)(2)(xiv) of Regulation S-K and Question 118.05 of the Compliance
          and Disclosure Interpretations of the staff of the Division of Corporation
          Finance concerning Item 402  of Regulation S-K, which can be found on our
          website.

        Response:
Historically, the Company has utilized third-party data on compensation practices and base
pay scales solely for purposes of clarifying that the Company’s base compensation is
generally competitive. To date, the committee has not used that information for purposes
of either establishing base salaries or ultimately justifying the eventual establishment
of base salaries. In future filings, the Company will clarify its reliance upon such third
party information and data, including the elimination of that data as a “factor”
in determining base salaries. To the extent the committee’s compensation practices
change in the future, and the use of the peer group survey data impacts its compensation
decisions, such benchmarking information will be provided.

Mr. Terrence O’Brien

October 5, 2009
Page 4

          6.

          We note that the compensation committee increased Mr. Webster’s salary
          by 24.5%. This percentage  increase fell well outside the 3% to 5% range
          of percentage salary increases the compensation committee  gave to your
          other named executive officers. With a view toward future disclosure, please
          tell us why  the compensation committee increased Mr. Webster’s
          salary by a significantly greater percentage than the  other named
          executive officers. In this regard, we note that Mr. Webster became president of
          your  company on January 1, 2009. If his salary increase was linked to
          that appointment, you should address  this connection. Your compensation
          discussion and analysis should be sufficiently precise to identify
          material differences in compensation policies with respect to individual
          named executive officers.  Please see Section II.B.1. of Commission
          Release No. 33-8732A. When policies or decisions for a named  executive
          officer are materially different from those applied to your other officers,
          please discuss and  analyze these policies or decisions on an
          individualized basis.

        Response:
You are correct that the increase in Mr. Webster’s compensation was attributable to
his promotion to President of the Company on January 1, 2009, as referenced in the proxy
statement. In future filings, the Company will disclose this inter-relationship and if
applicable, will disclose circumstances in which policies or decisions for the Named
Executive Officer are materially different from those applied to other of the
Company’s officers.

Incentive Compensation,
page 17

          7.

          We note that you have not disclosed the return on investment performance
          targets applicable to your  performance bonus plan awards. As each of
          your named executive officers appears to have earned a cash  award under
          this plan, these targets are material to an understanding of your compensation
          policies and  decisions for your named executive officers and should be
          disclosed. Please tell us what the targets  were and provide us with a
          materially complete analysis as to why you have not publically disclosed the
           targets. In this regard, we direct your attention to Instruction 4 to
          Item 402(b) of Regulation S-K and  note that you should address in detail
          both the materiality to investors of the undisclosed information  and the
          likelihood that the disclosure of this information would cause substantial harm
          to your  competitive position. Finally, please note that we may have
          additional comments on whether you have met  the standards for treating
          the information confidentially. Please refer to Instruction 4 to Item 402(b)
           of Regulation S-K and Question 118.04 of the Compliance and Disclosure
          Interpretations of the staff of  the Division of Corporation Finance
          concerning Item 402 of Regulation S-K, which can be found on our
          website.

Mr. Terrence O’Brien

October 5, 2009
Page 5

        Response:
The Company does not use specific return on investment (“ROI”) performance
targets for the purpose of determining actual bonus payments. Rather, the Company utilizes
an ROI threshold and maximum, .01% and 25.5% respectively, for the purpose of determining
the size of the Company’s bonus pools for plant, region, division and corporate
performance. Within the range of ROI results, in increments of 1/2% to 1% of ROI (as
defined and described in the Company’s proxy statement), between the threshold and
maximum, the Company contributes a percentage of pre-bonus operating profit (as defined
and described in the proxy statement) to the bonus pools. The amount of the contribution,
expressed as a percentage of pre-bonus operating profit, varies among the Company’s
plants, regions and divisions, and ranges from a low of 2.3% of pre-bonus operating profit
to a high of 25.0% of pre-bonus operating profit.

        As
explained in the Company’s proxy statement, at the beginning of each year, each plan
participant is allocated a percentage of the bonus pool for his or her respective plant,
region or division. This percentage, multiplied by the applicable bonus pool, determines
the eventual bonus payment.

        The
Company believes that it has appropriately described and disclosed the factors that drive
incentive compensation, such as the manner of determining ROI and pre-bonus operating
profit. The Company will, however, in future filings, provide further details on this
methodology, as described above, including threshold and maximum ROI and minimum and
maximum percentage contributions of pre-bonus operating profit.

          8.

          With a view toward future disclosure, please provide us with a materially
          complete discussion and  analysis of how you determined the amounts of
          the 2008 cash awards for each named executive officer  under your
          performance bonus plan. You should provide sufficient detail and explanation to
          enable us to  understand how you determined the amount shown in the
          “Non-Equity Incentive Plan Compensation” column of  the summary
          compensation table. In this regard, it may be helpful to include an illustration
          to  demonstrate the operation of the formula used to determine the size
          of a payout under your incentive  plan.

        Response:
Consistent with the response to Question No. 7 above, the Company will, in future filings,
provide additional information with respect to the means by which amounts earned under the
Company’s Performance Bonus Plan was determined for each Named Executive Officer. The
disclosure will include the percent of pre-bonus operating profit contributed to the
relevant bonus pool as well as each officer’s respective participation in the aggregate bonus
pool. Further, the Company will include a chart, in the following format, to disclose and
explain the determination of bonuses earned by the Named Executives under the
Company’s Performance Bonus Plan:

Mr. Terrence O’Brien

October 5, 2009
Page 6

     Named Executive
     Percent of Pre-Bonus Operating
Profit Contributed to Applicable Pool
     Allocation of

Participation in
Aggregate Company
Bonus Pools (%)
     Performance Bonus
($)

     A

     B

     C

     D

     E

Long-Term Stock
Incentive Plan, page 20

          9.

          With a view toward future disclosure, please provide us with a materially
          complete discussion and  analysis of why you made the January 15, 2008
          conditional stock grants to your named executive officers.

        Response:
The Compensation Committee of the Company’s Board of Directors elected to make the
relatively nominal conditional stock grants to eligible employees primarily to enhance the
Company’s employee retention efforts due to decreases in overall incentive
compensation. The Company will disclose, in future filings, its rationale for any future
grants.

Summary Compensation
Table, page 20

          10.

          Please tell us why you have not included in the “Stock Awards”
          column the February 8, 2008 grants of  conditional stock to your named
          executive officers, as discussed on page 18 and disclosed in the grants
          of plan-based awards table.

        Response:
The Company recognized $3,337 in compensation expense for each Named Executive in fiscal
2008, attributable to the conditional stock grants. The failure to include these amounts
was an oversight, in part due to the nominal amount of the expense, and will be included
in the Company’s summary compensation table in future filings.

ACKNOWLEDGEMENT

We acknowledge the following:

•
The
Company is responsible for the adequacy and accurac

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

                      September 16, 2009

By U.S. mail and facsimile to (616) 364-5558

Mr. Michael R. Cole, Chief Financial Officer Universal Forest Products, Inc. 2801 East Beltline, N.E. Grand Rapids, MI 49525
 RE: Universal Forest Products, Inc.
  Form 10-K for the fiscal year ended December 27, 2008
  Filed February 25, 2009
  Definitive Proxy Statement on  Schedule 14A filed March 6, 2009
  File No. 0-22684

Dear Mr. Cole:
We have reviewed your filings and have the following comments.  Where
indicated, we think you should revise your disc losures in future filings in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
supplemental information so we may better understand your disclosure.  After reviewing
this information, we may or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the fiscal year ended December 27, 2008

 Signatures, page 17

1.   We note that your principal executive o fficer and your principal financial officer
have signed the annual report on Form 10-K on behalf of the registrant, but they
do not appear to have signed individua lly in their respective capacities as your
principal executive officer and principal financial officer.  In addition, your
annual report on Form 10-K has not been  signed by anyone in the capacity of
principal accounting officer.  If you do not ha ve an officer who holds the titles of
controller or principal accounting officer , the person who has responsibility for

Mr. Michael R. Cole
Universal Forest Products, Inc. September 16, 2009 Page 2
these functions (e.g., your chief financia l officer) should sign the annual report
and be designated on the signature page as your principal accounting officer.  In
future filings, please ensure that your fili ngs are properly executed.  Please refer
to General Instruction D(2)(a) of Form 10-K and the signature page section of
Form 10-K.
 Exhibit Index, page E-1

2.   We note that you have omitted the sc hedules and exhibits to the following
exhibits:

• Exhibit (i)(4) (Series 2004-A, Cred it Agreement dated December 20, 2004);

• Exhibit (i)(5) (First Amendment date d February 12, 2007 relating to Series
2004-A, Credit Agreement dated December 20, 2004); and

• Exhibit (j)(2) (Series 2002-A, Senior  Note Agreement dated December 18,
2002).

As there does not appear to be a valid basis for omitting these schedules and exhibits, please file them with your ne xt periodic report or, if you prefer, you may
use a current report on Form 8-K instead.

Annual Report

 Management’s Discussion and Analysis, page 3

3.   We understand from the transcript of the second quarter 2009 conference call that
management tracks the performance of its pl ants, whereby if a plant is costing the
Company cash, the Company puts them on notice and if there are no improvements, the plant will be close d.  Section 501.12.b.3 of the FRC and Item
303(a)(3)(ii) of Regulation S-K require s the disclosure of known trends,
uncertainties or other factors that will re sult in, or are reas onably likely to result
in, any material impairment charges in future periods.  Such disclosure should
identify the negative factors that may im pact asset recoverability.  Since these
plants are apparently experiencing a negative cash position, in future filings please disclose in MD&A the carrying value of the assets associated with these plants that are “on notice” so readers can understand th e assets at risk.
 A. Summary of Significant A ccounting Policies, page 28

4.   We note the Exhibit 21 and your disc losure herein that you consolidate 50%
owned entities over which you exercise contro l.  Please quantify for us the impact

Mr. Michael R. Cole
Universal Forest Products, Inc. September 16, 2009 Page 3
that such consolidation ha s on total assets, total liabilities and revenues for the
periods presented.

Definitive Proxy Statement Filed March 6, 2009

 Executive Compensation, page 15

 Compensation Discussion and Analysis, page 15

 Compensation Program Components, page 16

 Base Salaries, page 16

5.   We note that you use survey data about compensation practices at other
companies in connection with the process of setting compensation for your named
executive officers.  This process appear s to constitute benchmarking for purposes
of Item 402(b)(2)(xiv) of Regulation S-K.  With a view toward future disclosure,
please tell us what impact the survey data had on your compensation decisions for
the most recently completed fiscal year.  In doing so, please cl arify the extent to
which your compensation decisions are deri ved from or based on a comparison to
peer companies, being sure to identify th e peer companies by name, or otherwise
describe your methodologies for utili zing comparative information when
implementing your compensation policie s or making specific compensation
awards.  To the extent any specific el ements of compensation are tied to a
benchmark, please identify the benchm ark and discuss where your actual
payments and awards fell with respect to  the benchmark, and to the extent that
actual compensation deviated from the be nchmark, please provide an explanation
of the reasons for this deviation.  Please refer to Item 402(b)(2)(xiv) of Regulation
S-K and Question 118.05 of the Compliance an d Disclosure Interpretations of the
staff of the Division of Co rporation Finance concerni ng Item 402 of Regulation S-
K, which can be found on our website.

6.   We note that the compensation comm ittee increased Mr. Webster’s salary by
24.5%.  This percentage increase fell we ll outside the 3% to 5% range of
percentage salary increases the comp ensation committee gave to your other
named executive officers.  With a view to ward future disclosure, please tell us
why the compensation committee incr eased Mr. Webster’s salary by a
significantly greater percentage than the other names executive officers.  In this
regard, we note that Mr. Webster beca me president of your company on January
1, 2009.  If his salary increase was linked to that appointment , you should address
this connection.  Your compensation discussion and analysis should be
sufficiently precise to identify material di fferences in compensation policies with
respect to individua l named executive officers.  Pl ease see Section II.B.1. of
Commission Release No. 33-8732A.  When policies or decisions for a named

Mr. Michael R. Cole
Universal Forest Products, Inc. September 16, 2009 Page 4
executive officer are materially different from those applied to your other officers,
please discuss and analyze these policies or  decisions on an individualized basis.
 Incentive Compensation, page 17

7.   We note that you have not disclosed the return on investment performance targets
applicable to your performance bonus pl an awards.  As each of your named
executive officers appears to have earn ed a cash award under this plan, these
targets are material to an understand ing of your compensation policies and
decisions for your named executive officer s and should be disclosed.  Please tell
us what the targets were and provide us with a materially  complete analysis as to
why you have not publically disclosed the targ ets.  In this regard, we direct your
attention to Instruction 4 to Item 402(b) of Regulation S-K and note that you
should address in detail both the materi ality to investors of the undisclosed
information and the likelihood that the disc losure of this information would cause
substantial harm to your competitive position.  Finally, please note that we may have additional comments on whether you ha ve met the standards for treating the
information confidentially.  Please refer to Instruction 4 to  Item 402(b) of
Regulation S-K and Question 118.04 of  the Compliance and Disclosure
Interpretations of the staff of the Di vision of Corporation Finance concerning
Item 402 of Regulation S-K, which can be found on our website.

8.   With a view toward future disclosu re, please provide us with a materially
complete discussion and analysis of how you determined the amounts of the 2008
cash awards for each named executive officer under your performance bonus plan.  You should provide sufficient deta il and explanation to enable us to
understand how you determined the amount shown in the “Non-Equity Incentive
Plan Compensation” column of the summar y compensation table.  In this regard,
it may be helpful to include an illustra tion to demonstrate the operation of the
formula used to determine the size of a payout under your incentive plan.
 Long-Term Stock Incentive Plan, page 18

9.   With a view toward future disclosu re, please provide us with a materially
complete discussion and analysis of why you made the January 15, 2008
conditional stock grants to your  named executive officers.
 Summary Compensation Table, page 20

10.   Please tell us why you have not incl uded in the “Stock Awards” column the
February 8, 2008 grants of conditional stock to your named executive officers, as discussed on page 18 and disclosed in th e grants of plan-based awards table.

Mr. Michael R. Cole
Universal Forest Products, Inc. September 16, 2009 Page 5
Please respond to these comments by providing the supplemental information
requested within ten business days or tell us when you will provide us with a response.  Please provide us with a supplemental res ponse that addresses each of our comments.
Please file your supplemental response on EDGAR as a correspondence file.  We may
raise additional comments after we review your responses.
 To expedite our review, you may wish to provide complete packages to each of
the persons named below.  Each package s hould include a copy of your response letter
and any supplemental information.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the st aff to be certain that they provided all
information investors require.  Since the co mpany and its management are in possession
of all facts relating to a company’s disclosure , they are responsible for the accuracy and
adequacy of the disclosures they have made.
 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in
their filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Jenn Do, St aff Accountant, at (202) 551-3743, Al Pavot at (202)
551-3738 or me at (202) 551-3355 if you have questions regarding comments on the
financial statements and related matters.  Please contact Dieter  King at (202) 551-3338
with any other questions.          S i n c e r e l y ,            T e r e n c e  O ’ B r i e n          B r a n c h  C h i e f