UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 31, 2023

UFP INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

<br><br>	<br><br>	<br><br>
Michigan<br><br>(State or other Jurisdiction of Incorporation)	0-22684<br><br>(Commission File Number)	38-1465835<br><br>(IRS Employer Identification No.)

<br><br><br><br>	<br><br><br><br>
2801 East Beltline, NE ** Grand Rapids , Michigan**<br><br>(Address of Principal Executive Offices)	49525<br><br>(Zip Code)

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

None

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	UFPI	The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On October 31, 2023, the Registrant issued a press release announcing its financial results for the quarter-ended September 30, 2023. A copy of the Registrant’s press release is attached as Exhibit 99(a) to this Current Report.

Item 9.01 Financial Statements, Pro Forma Financial Information, and Exhibits

(c)Exhibits

99(a)Press Release dated October 31, 2023

104Cover Page Interactive File (the cover page XBRL tags are embedded in the Inline XBRL document).

EXHIBIT INDEX


Exhibit Number		Document

99(a)		Press Release, dated October 31, 2023.

104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

SIGNATURE

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


	UNIVERSAL FOREST PRODUCTS, INC.
	(Registrant)

Dated: October 31, 2023	By:	/s/ Michael R. Cole
		Michael R. Cole
		Principal Financial Officer and Treasurer

UFP Industries, Inc.

Page 1

Exhibit 99(a)

News release

---------------AT THE COMPANY---------------

Dick Gauthier

VP of Investor Relations

(616) 365-1555

FOR IMMEDIATE RELEASE

Tuesday, October 31, 2023

UFP Industries Announces Third Quarter Results Operating Margins Remain Historically Strong

GRAND RAPIDS, Mich., Tuesday, October 31, 2023 – UFP Industries, Inc. (Nasdaq: UFPI) today announced third quarter 2023 results including net sales of $1.8 billion, net earnings attributable to controlling interests of $134 million, and earnings per diluted share of $2.10.

“This quarter once again demonstrated that our balanced business model, management structure, and focus on value-added products have produced structural improvements in our operating margins that have normalized above pre-pandemic levels,” said Chairman and CEO Matthew J. Missad. “We are well-positioned for success and will continue to invest our cash surplus and robust cash flow to grow our business and generate high returns on capital.”

Missad added, “Our ability to generate cash allows us to maintain a balanced approach to capital allocation, as we invest in new products and drive operational improvements through technology and automation, while providing meaningful returns for shareholders. The UFP team has enhanced our strong culture of hard work and proven results by developing an impressive adaptability to internal change and an ability to manage through challenging markets.”

Third Quarter 2023 Highlights (comparisons on a year-over-year basis):

●	Net sales of $1.83 billion decreased 21 percent due to a 12 percent decrease in prices and a 9 percent decrease in organic unit sales.
●	New product sales as a percent of total sales rose to 9.7 percent from 7.8 percent in 2022. The company evaluates new products annually and sunsets (but continues to sell) those that no longer meet the classification of “new”; its goal is to achieve a ratio of new product sales to total sales of 10 percent.
---	---
●	Diluted EPS of $2.10 represents a 21 percent decrease from last year’s record quarter.
---	---

UFP Industries, Inc.

Page 2

●	Adjusted EBITDA^1^ of $208 million decreased 24 percent while adjusted EBITDA margin^1^ declined 40 basis points to 11.4 percent, which exceeded the company’s minimum EBITDA margin target.

Capital Allocation

UFP Industries maintains a strong balance sheet, with $682.4 million in net surplus cash (surplus cash less interest-bearing debt and cash overdraft) on September 30, 2023, compared to $128 million in net surplus cash at the end of the third quarter of 2022. The company had approximately $2.2 billion of liquidity as of September 30, 2023. The company’s return-focused approach to capital allocation includes the following:

-	Acquisitions. UFP Industries maintains a healthy pipeline of acquisition targets in core businesses that are intended to generate long-term growth and margin improvement, expand its breadth of products and international reach, and create incremental value for customers and shareholders. On September 20, 2023, the company acquired a controlling interest in Palets Suller, a leading manufacturer of machine-built pallets in Spain, providing a strong foundation to grow and expand its value-added business in one of the largest ceramic tile manufacturing export markets in the world.
-	Capital expenditures. The company continues to target capital investments of $175-200 million in 2023 while focusing on expanding its capacity to produce new and value-added products, achieving efficiencies through automation and enhancing the work environment of its facilities for employees.
---	---
-	Dividend payments. On October 24, 2023, the Board of Directors for UFP Industries approved a quarterly dividend payment of $0.30 per share. The dividend is payable on December 15, 2023, to shareholders of record on December 1, 2023.
---	---
-	Share repurchases. At their July 26, 2023, meeting, the Board of Directors authorized up to $200 million for share repurchases through July 31, 2024. Since July 26, 2023, the company has repurchased 212,000 shares at an average price of $97.87 and has $179 million left remaining in its authorization. The company repurchased 766,812 shares from January 1, 2023, through September 30, 2023, at an average share price of $80.95 (a total of $62.1 million).
---	---

By business segment, the company reported the following third quarter 2023 results:

UFP Retail Solutions

Net sales of $711 million, down 16 percent compared to the third quarter of 2022, attributable to a 9 percent decline in selling prices and a 7 percent decline in organic unit sales. Adjusted EBITDA of $53.8 million improved 50 percent compared to the third quarter of 2022, and adjusted EBITDA profit margin improved to 7.6 percent from 4.2 percent during the third quarter of 2022. This improvement is primarily due to variable-priced products such as ProWood treated lumber, which benefited from a more stable lumber market than in 2022, when margins were adversely impacted by a significant decrease in lumber prices in the third quarter of 2022.

^1^ Represents a non-GAAP measurement; see the reconciliation of non-GAAP financial measures and related explanations below.

UFP Industries, Inc.

Page 3

UFP Packaging

Net sales of $450 million, down 23 percent compared to the third quarter of 2022, due to a 16 percent decrease in selling prices, a 9 percent decline in organic unit sales, and a 2 percent increase in sales from acquisitions. Adjusted EBITDA was $53.7 million, down 40 percent, due to normalizing market pricing and a decline in volume that is in line with market conditions. Adjusted EBITDA margin decreased to 11.9 percent from 15.4 percent due to competitive price pressure and lower volume. Value-added sales increased to 76 percent of total net sales compared to 74 percent for the third quarter of 2022. New product sales as a percent of total net sales increased to 16.1 percent from 11.5 percent during the same period of 2022.

UFP Construction

Net sales of $584 million, down 25 percent compared to the third quarter of 2022, due to a 12 percent decrease in selling prices and a 13 percent decrease in organic unit sales. Adjusted EBITDA was $76.9 million, down 34 percent, largely due to more normalized market pricing and to a decrease in volume attributable to the decline in housing starts and in the production of manufactured homes. Adjusted EBITDA margin declined to 13.2 percent from 14.9 percent during the same period of 2022.

CONFERENCE CALL

UFP Industries will conduct a conference call to discuss its outlook and information included in this news release at 9 a.m. ET on Tuesday, October 31, 2023. The call will be hosted by Chairman and CEO Matthew J. Missad and CFO Michael Cole and will be available simultaneously and in its entirety to all interested investors and news media through a webcast at www.ufpinvestor.com/news-filings-reports. A replay of the call will be available through the website.

UFP Industries, Inc.

UFP Industries, Inc. is a holding company whose operating subsidiaries – UFP Packaging, UFP Construction and UFP Retail Solutions – manufacture, distribute and sell a wide variety of value-added products used in residential and commercial construction, packaging and other industrial applications worldwide. Founded in 1955, the company is headquartered in Grand Rapids, Mich., with affiliates in North America, Europe, Asia and Australia. UFP Industries is ranked #403 on the Fortune 500 and #149 on Industry Week’s list of America’s Largest Manufacturers. For more about UFP Industries, go to www.ufpi.com.

UFP Industries, Inc.

Page 4

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

Non-GAAP Financial Information

This release includes certain financial information not prepared in accordance with U.S. GAAP. Because not all companies calculate non-GAAP financial information identically (or at all), the presentations herein may not be comparable to other similarly titled measures used by other companies. Management uses Adjusted EBITDA, a non-GAAP financial measure, in order to evaluate historical and ongoing operations. Management believes that this non-GAAP financial measure is useful in order to enable investors to perform meaningful comparisons of historical and current performance. Adjusted EBITDA is intended to supplement and should be read together with the financial results. Adjusted EBITDA should not be considered an alternative or substitute for, and should not be considered superior to, the reported financial results. Accordingly, users of this financial information should not place undue reliance on the non-GAAP financial measure.

Net earnings

Net earnings refers to net earnings attributable to controlling interest unless specifically noted.

#

UFP Industries, Inc.

Page 5

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 2023/2022


		Quarter Period								Year to Date
(In thousands, except per share data)	****	2023				2022				2023				2022
NET SALES		$	1,827,637	100.0	%	$	2,322,855	100.0	%	$	5,694,031	100.0	%	$	7,713,042	100.0	%

COST OF GOODS SOLD			1,463,237	80.1			1,872,679	80.6			4,571,235	80.3			6,281,051	81.4

GROSS PROFIT			364,400	19.9			450,176	19.4			1,122,796	19.7			1,431,991	18.6

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES			195,649	10.7			214,327	9.2			595,035	10.5			649,015	8.4
OTHER LOSSES (GAINS), NET			1,419	0.1			(1,195)	(0.1)			5,224	0.1			1,341	—

EARNINGS FROM OPERATIONS			167,332	9.2			237,044	10.2			522,537	9.2			781,635	10.1

INTEREST AND OTHER			(6,177)	(0.3)			6,382	0.3			(13,043)	(0.2)			19,858	0.3

EARNINGS BEFORE INCOME TAXES			173,509	9.5			230,662	9.9			535,580	9.4			761,777	9.9

INCOME TAXES			39,326	2.2			58,561	2.5			125,031	2.2			188,692	2.4

NET EARNINGS			134,183	7.3			172,101	7.4			410,549	7.2			573,085	7.4

LESS NET LOSS (EARNINGS) ATTRIBUTABLE TO NONCONTROLLING INTEREST			(148)	—			(4,860)	(0.2)			316	—			(13,023)	(0.2)

NET EARNINGS ATTRIBUTABLE TO CONTROLLING INTEREST		$	134,035	7.3		$	167,241	7.2		$	410,865	7.2		$	560,062	7.3

EARNINGS PER SHARE - BASIC		$	2.14			$	2.68			$	6.55			$	8.93

EARNINGS PER SHARE - DILUTED		$	2.10			$	2.66			$	6.45			$	8.89

COMPREHENSIVE INCOME		$	130,422			$	167,624			$	417,518			$	567,409

LESS COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST			820				(4,273)				(2,661)				(13,290)

COMPREHENSIVE INCOME ATTRIBUTABLE TO CONTROLLING INTEREST		$	131,242			$	163,351			$	414,857			$	554,119

UFP Industries, Inc.

Page 6

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS BY SEGMENT (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 2023/2022


		Quarter Period
	****	2023
(In thousands)		Retail		Packaging		Construction		All Other		Corporate		Total
NET SALES		$	711,381	$	449,885	$	583,960	$	81,426	$	985	$	1,827,637
COST OF GOODS SOLD			610,000		355,924		439,152		58,814		(653)		1,463,237
GROSS PROFIT			101,381		93,961		144,808		22,612		1,638		364,400
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES			56,001		52,524		75,293		14,937		(3,106)		195,649
OTHER			31		8		(45)		1,007		418		1,419
EARNINGS FROM OPERATIONS		$	45,349	$	41,429	$	69,560	$	6,668	$	4,326	$	167,332


		Quarter Period
	****	2022
(In thousands)		Retail		Packaging		Construction		All Other		Corporate		Total
NET SALES		$	845,304	$	584,808	$	777,126	$	112,203	$	3,414	$	2,322,855
COST OF GOODS SOLD			767,841		440,975		577,552		82,740		3,571		1,872,679
GROSS PROFIT			77,463		143,833		199,574		29,463		(157)		450,176
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES			48,435		66,521		89,455		16,752		(6,836)		214,327
OTHER			96		14		(265)		(994)		(46)		(1,195)
EARNINGS FROM OPERATIONS		$	28,932	$	77,298	$	110,384	$	13,705	$	6,725	$	237,044


	Year to Date
	2023
(In thousands)	Retail		Packaging		Construction		All Other		Corporate		Total
NET SALES	$	2,380,956	$	1,424,546	$	1,650,017	$	235,162	$	3,350	$	5,694,031
COST OF GOODS SOLD		2,064,156		1,091,452		1,246,346		170,818		(1,537)		4,571,235
GROSS PROFIT		316,800		333,094		403,671		64,344		4,887		1,122,796
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		170,211		180,153		216,714		42,402		(14,445)		595,035
OTHER		4		(84)		1,190		4,423		(309)		5,224
EARNINGS FROM OPERATIONS	$	146,585	$	153,025	$	185,767	$	17,519	$	19,641	$	522,537


	Year to Date
	2022
(In thousands)	Retail		Packaging		Construction		All Other		Corporate		Total
NET SALES	$	2,959,976	$	1,872,510	$	2,538,973	$	332,186	$	9,397	$	7,713,042
COST OF GOODS SOLD		2,674,996		1,417,006		1,950,671		230,100		8,278		6,281,051
GROSS PROFIT		284,980		455,504		588,302		102,086		1,119		1,431,991
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		159,490		200,987		266,430		49,733		(27,625)		649,015
OTHER		634		618		(162)		1,085		(834)		1,341
EARNINGS FROM OPERATIONS	$	124,856	$	253,899	$	322,034	$	51,268	$	29,578	$	781,635

UFP Industries, Inc.

Page 7

ADJUSTED EBITDA RECONCILIATION BY SEGMENT (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 2023/2022


		Quarter Period
	****	2023
(In thousands)		Retail			Packaging		Construction		All Other		Corporate		Total
Net earnings		$	35,046	****	$	32,031	$	53,795	$	5,237	$	8,074	$	134,183
Interest and other			32			10		(1)		(104)		(6,114)		(6,177)
Income taxes			10,271			9,388		15,766		1,535		2,366		39,326
Expenses associated with share-based compensation arrangements			1,314			1,686		1,685		184		3,324		8,193
Net loss (gain) on disposition and impairment of assets			35			8		(14)		(200)		(112)		(283)
Depreciation expense			5,943			8,361		4,930		930		7,482		27,646
Amortization of intangibles			1,133			2,175		703		563		380		4,954
Adjusted EBITDA		$	53,774		$	53,659	$	76,864	$	8,145	$	15,400	$	207,842

Adjusted EBITDA as a Percentage of Net Sales			7.6%			11.9%		13.2%		10.0%		1563.5%		11.4%

		Quarter Period
	****	2022
(In thousands)		Retail			Packaging		Construction		All Other		Corporate		Total
Net earnings		$	21,496	****	$	56,777	$	82,477	$	9,292	$	2,059	$	172,101
Interest and other			16			1,202		(4)		1,212		3,956		6,382
Income taxes			7,420			19,319		27,911		3,201		710		58,561
Expenses associated with share-based compensation arrangements			1,041			1,198		1,090		143		3,965		7,437
Net loss (gain) on disposition and impairment of assets			86			13		86		—		(599)		(414)
Depreciation expense			4,821			8,931		3,313		741		7,041		24,847
Amortization of intangibles			943			2,357		797		482		129		4,708
Adjusted EBITDA		$	35,823		$	89,797	$	115,670	$	15,071	$	17,261	$	273,622

Adjusted EBITDA as a Percentage of Net Sales			4.2%			15.4%		14.9%		13.4%		505.6%		11.8%


		Year to Date
	****	2023
(In thousands)		Retail			Packaging		Construction		All Other		Corporate		Total
Net earnings		$	112,286	****	$	116,446	$	142,499	$	16,857	$	22,461	$	410,549
Interest and other			76			1,012		(7)		(4,476)		(9,648)		(13,043)
Income taxes			34,223			35,567		43,275		5,138		6,828		125,031
Expenses associated with share-based compensation arrangements			4,244			5,485		5,492		687		10,160		26,068
Net loss (gain) on disposition and impairment of assets			61			(85)		(45)		(140)		(256)		(465)
Depreciation expense			17,590			24,038		14,192		2,474		22,138		80,432
Amortization of intangibles			3,465			6,657		2,202		1,846		1,155		15,325
Adjusted EBITDA		$	171,945		$	189,120	$	207,608	$	22,386	$	52,838	$	643,897

Adjusted EBITDA as a Percentage of Net Sales			7.2%			13.3%		12.6%		9.5%		1577.3%		11.3%

		Year to Date
	****	2022
(In thousands)		Retail			Packaging		Construction		All Other		Corporate		Total
Net earnings		$	93,888	****	$	188,954	$	242,270	$	34,136	$	13,837	$	573,085
Interest and other			56			2,730		(4)		5,855		11,221		19,858
Income taxes			30,912			62,215		79,768		11,277		4,520		188,692
Expenses associated with share-based compensation arrangements			3,323			3,842		3,697		466		8,651		19,979
Net loss (gain) on disposition and impairment of assets			617			620		62		5		(952)		352
Depreciation expense			13,813			22,497		10,101		2,028		20,442		68,881
Amortization of intangibles			2,742			5,773		2,481		2,067		385		13,448
Adjusted EBITDA		$	145,351		$	286,631	$	338,375	$	55,834	$	58,104	$	884,295

Adjusted EBITDA as a Percentage of Net Sales			4.9%			15.3%		13.3%		16.8%		618.3%		11.5%

UFP Industries, Inc.

Page 8

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

SEPTEMBER 2023/2022


(In thousands)
ASSETS	****		2023	****		2022	****	LIABILITIES AND EQUITY	****		2023	****		2022

CURRENT ASSETS								CURRENT LIABILITIES
Cash and cash equivalents		$	957,197		$	449,135		Cash Overdraft		$	—		$	4,174
Restricted cash			3,761			729		Accounts payable			254,689			323,404
Investments			37,062			33,113		Accrued liabilities and other			347,499			433,747
Accounts receivable			712,329			877,776		Current portion of debt			1,539			41,536
Inventories			747,474			1,006,883
Other current assets			64,906			68,727

TOTAL CURRENT ASSETS			2,522,729			2,436,363		TOTAL CURRENT LIABILITIES			603,727			802,861

OTHER ASSETS			230,387			217,782		LONG-TERM DEBT AND FINANCE LEASE OBLIGATIONS			273,308			275,417
INTANGIBLE ASSETS, NET			521,412			440,395		OTHER LIABILITIES			174,143			183,967

								TEMPORARY EQUITY			20,191			7,563

PROPERTY, PLANT AND EQUIPMENT, NET			745,604			644,007		SHAREHOLDERS' EQUITY			2,948,763			2,468,739


TOTAL ASSETS		$	4,020,132		$	3,738,547		TOTAL LIABILITIES AND EQUITY		$	4,020,132		$	3,738,547

UFP Industries, Inc.

Page 9

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE NINE MONTHS ENDED

SEPTEMBER 2023/2022


(In thousands)		2023	****		2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	410,549		$	573,085
Adjustments to reconcile net earnings to net cash used in operating activities:

Depreciation		80,432			68,881
Amortization of intangibles		15,325			13,448
Expense associated with share-based and grant compensation arrangements		26,068			19,979
Deferred income taxes (credit)		113			(269)
Unrealized loss on investment and other		362			8,453
Equity in loss of investee		1,013			2,740
Net (gain) loss on sale and disposition of assets		(465)			352
Changes in:
Accounts receivable		(82,883)			(137,607)
Inventories		230,559			(36,259)
Accounts payable and cash overdraft		49,093			(11,247)
Accrued liabilities and other		(18,363)			31,490
NET CASH FROM OPERATING ACTIVITIES		711,803			533,046

CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(130,947)			(113,725)
Proceeds from sale of property, plant and equipment		2,211			2,303
Acquisitions, net of cash received and purchase of equity method investment		(52,383)			(105,212)
Purchases of investments		(26,333)			(16,925)
Proceeds from sale of investments		22,101			10,036
Other		(2,092)			911
NET CASH USED IN INVESTING ACTIVITIES		(187,443)			(222,612)

CASH FLOWS USED IN FINANCING ACTIVITIES:
Borrowings under revolving credit facilities		18,915			570,700
Repayments under revolving credit facilities		(21,929)			(571,075)
Repayments of debt		(29)			(1,957)
Contingent consideration payments and other		(6,179)			(2,564)
Proceeds from issuance of common stock		2,087			2,110
Dividends paid to shareholders		(49,723)			(43,420)
Distributions to noncontrolling interest		(7,355)			(12,023)
Repurchase of common stock		(62,076)			(93,215)
Other		65			(210)
NET CASH USED IN FINANCING ACTIVITIES		(126,224)			(151,654)

Effect of exchange rate changes on cash		3,199			(139)
NET CHANGE IN CASH AND CASH EQUIVALENTS		401,335			158,641

ALL CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		559,623			291,223

ALL CASH AND CASH EQUIVALENTS, END OF PERIOD	$	960,958		$	449,864

Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents, beginning of period	$	559,397		$	286,662
Restricted cash, beginning of period		226			4,561
All cash and cash equivalents, beginning of period	$	559,623		$	291,223

Cash and cash equivalents, end of period	$	957,197		$	449,135
Restricted cash, end of period		3,761			729
All cash and cash equivalents, end of period	$	960,958		$	449,864