0000920371-19-000027.txt : 20190227 0000920371-19-000027.hdr.sgml : 20190227 20190227170013 ACCESSION NUMBER: 0000920371-19-000027 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 185 CONFORMED PERIOD OF REPORT: 20181231 FILED AS OF DATE: 20190227 DATE AS OF CHANGE: 20190227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIMPSON MANUFACTURING CO INC /CA/ CENTRAL INDEX KEY: 0000920371 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 943196943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13429 FILM NUMBER: 19638577 BUSINESS ADDRESS: STREET 1: 5956 W LAS POSITAS BLVD CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 9255609000 MAIL ADDRESS: STREET 1: 5956 W LAS POSITAS BLVD CITY: PLEASANTON STATE: CA ZIP: 94588 10-K 1 ssd10k2018.htm 10-K Document
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
FORM 10-K 
(Mark One) 
ý      Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
For the fiscal year ended December 31, 2018 
OR 
o         Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
for the transition period from                      to                 . 
Commission file number:  1-13429 
Simpson Manufacturing Co., Inc.
(Exact name of registrant as specified in its charter) 
Delaware
 
94-3196943
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
5956 W. Las Positas Blvd., Pleasanton, CA                             94588
(Address of principal executive offices)                              (Zip Code)
Registrant’s telephone number, including area code:  (925) 560-9000 
Securities registered pursuant to Section 12(b) of the Act: 
Common Stock, par value $0.01
 
New York Stock Exchange, Inc.
(Title of each class)
 
(Name of each exchange on which registered)
 
Securities registered pursuant to Section 12(g) of the Act: 
None
(Title of class) 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ý  No  o 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes  o  No  ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ý  No  o 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ý  No  o 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter)
is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ] 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer   x
 
Accelerated filer   o
Non-accelerated filer    o
 
Smaller reporting company   o
 
 
Emerging growth company   o
 
If an emerging growth company, indicate by check mark if the registrant has elected has elected not to use the extended transition period for complying with the new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act o
    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o  No  ý 

As of June 30, 2018, there were outstanding 46,324,848 shares of the registrant’s common stock, par value $0.01, which is the only outstanding class of common or voting stock of the registrant. The aggregate market value of the shares of common stock held

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by non-affiliates of the registrant (based on the closing price for the common stock on the New York Stock Exchange on June 30, 2018) was approximately $2,869,585,657

As of February 26, 2019, 44,842,697 shares of the registrant’s common stock were outstanding. 

Documents Incorporated by Reference 
 
Portions of the registrant's definitive Proxy Statement for its 2019 annual meeting of the stockholders (the "2019 Annual Meeting") are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such Proxy Statement will be filed with the Securities and Exchange Commission (the "SEC") within 120 days of the registrant's fiscal year ended December 31, 2018.

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NOTE ABOUT FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements relating to events or results that may occur in the future are forward-looking statements, including but not limited to, statements or estimates regarding our plans, sales, sales trends, sales growth rates, revenues, profits, costs, working capital, balance sheet, inventories, products (including truss and concrete products as well as software offerings), relationships with contractors and partners (including our collaboration with The Home Depot, Inc.), market strategies, market share, expenses (including operating expenses and research, development, engineering and capital investments), inventory turn rates, cost savings or reduction measures, repatriation of funds, results of operations, tax liabilities, losses, capital spending, housing starts, price changes (including product and raw material prices, such as steel prices), profitability, profit margins, operating income, operating income margin (referring to consolidated income from operations as a percentage of net sales), operating expenses as a percentage of net sales, effective tax rates, depreciation or amortization expenses, amortization periods, capital return (also called return on invested capital), technology and system improvements, competitive environment, indemnification obligations, stock repurchases, dividends, compensation arrangements, prospective adoption of new accounting standards, effects of changes in accounting standards, effects and expenses of (including eventual gains or losses related to) mergers and acquisitions and related integrations, effects and expenses of equity investments, effects of changes in foreign exchange rates or interest rates, effects and costs of SAP and other software program implementations (including related expenses, such as capital expenditures, and savings), effects and costs of credit facilities and capital lease obligations, headcount, engagement of consultants, the Company’s 2020 Plan and other operating initiatives, the Company’s efforts and costs to implement the 2020 Plan and initiatives, the targets and assumptions under the 2020 Plan and such other initiatives (including targets associated with organic compound annual growth rate in consolidated net sales, operating income, operating income margin, operating expenses as a percentage of net sales, cost structure rationalization, improved working capital management, return on invested capital, stock repurchases, and overall balance sheet discipline) and the projected effects and impact of any of the foregoing on our business, financial condition and results of operations. Forward-looking statements generally can be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “target,” “continue,” “predict,” “project,” “change,” “result,” “future,” “will,” “could,” “can,” “may,” “likely,” “potentially,” or similar expressions. Forward-looking statements are necessarily speculative in nature, are based on numerous assumptions, and involve known and unknown risks, uncertainties and other factors (some of which are beyond our control) that could significantly affect our operations and may cause our actual actions, results, financial condition, performance or achievements to be substantially different from any future actions, results, financial condition, performance or achievements expressed or implied by any such forward-looking statements. Those factors include, but are not limited to: (i) the impact, execution and effectiveness of the Company’s current strategic plan, the 2020 Plan, and initiatives the realization of the assumptions made under the plan and the efforts and costs to implement the plan and initiatives; (ii) general economic cycles and construction business conditions including changes in U.S. housing starts; (iii) customer acceptance of our products; (iv) product liability claims, contractual liability, engineering and design liability and similar liabilities or claims, (v) relationships with partners, suppliers and customers and their financial condition; (vi) materials and manufacturing costs; (vii) technological developments, including system updates and conversions; (viii) increased competition; (ix) changes in laws or industry practices; (x) litigation risks and actions by activist shareholders; (xi) changes in market conditions; (xii) governmental and business conditions in countries where our products are manufactured and sold; (xiii) natural disasters and other factors that are beyond the Company’s reasonable control; (xiv) changes in trade regulations, treaties or agreements or in U.S. and international taxes, tariffs and duties including those imposed on the Company’s income, imports, exports and repatriation of funds; (xv) effects of merger or acquisition activities; (xvi) actual or potential takeover or other change-of-control threats; (xvii) changes in our plans, strategies, objectives, expectations or intentions; and (xviii) other risks and uncertainties indicated from time to time in our filings with the U.S. Securities and Exchange Commission, including this Annual Report on Form 10-K under the heading “Item 1A - Risk Factors.” In light of the foregoing, investors are advised to carefully read the Company’s securities filings in connection with the important disclaimers set forth above and are urged not to rely on any forward-looking statements in reaching any conclusions or making any investment decisions about us or our securities. Except as required by law, we do not intend and undertake no obligation to update, revise or publicly release any updates or revisions to any forward-looking statements hereunder, whether as a result of the receipt of new information, the occurrence of future events, the change of circumstances or otherwise. We further do not accept any responsibility for any projections or reports published by analysts, investors or other third parties. Each of the terms the “Company,” “we,” “our,” “us” and similar terms used herein refer collectively to Simpson Manufacturing Co., Inc., a Delaware corporation and its wholly-owned subsidiaries, including Simpson Strong-Tie Company Inc., unless otherwise stated. The Company regularly uses its website to post information regarding its business and governance. The Company encourages investors to use http://www.simpsonmfg.com/ as a source of information about Simpson.

“Strong-Tie” and our other trademarks appearing in this report are our property. This report contains additional trade names and trademarks of other companies. We do not intend our use or display of other companies’ trade names or trademarks to imply an endorsement or sponsorship of us by such companies, or any relationship with any of these companies.

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PART I
 
Item 1. Business.
 
Company Background

The Company is focused on making structures safe and secure. The Company, through its wholly owned subsidiary, Simpson Strong-Tie Company Inc. ("SST"), designs, engineers and is a leading manufacturer of wood construction products, including connectors, truss plates, fastening systems, fasteners and pre-fabricated lateral systems used in light-frame construction, and concrete construction products used for concrete, masonry, steel construction and for concrete repair, protection and strengthening, including adhesives, chemicals, mechanical anchors, carbide drill bits, powder actuated tools and fiber reinforced materials. The Company markets its products to the residential construction, light industrial and commercial construction, remodeling and do-it-yourself (“DIY”) markets. The Company also provides engineering services in support of some of its products and increasingly offers design and other software that facilitates the specification, selection and use of its products. The Company has continuously manufactured structural connectors since 1956 and believes that the Simpson Strong-Tie brand benefits from strong brand name recognition among architects and engineers who frequently request the use of the Company’s products.

Business Strategy

The Company attracts and retains customers by designing, manufacturing and selling products that are of high quality and performance, easy to use and cost-effective for customers. The Company manufactures and warehouses its products in geographic proximity to its markets to provide availability and rapid delivery of products to customers and prompt response to customer requests for specially designed products and services. The Company maintains levels of inventory intended to operate with little backlog and fill most customer orders within a few days. High levels of manufacturing automation and flexibility allow the Company to maintain its quality standards while continuing to provide prompt delivery.

The Company intends to continue efforts to increase market share in both the wood construction and concrete construction product groups by:

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maintaining frequent customer contacts and service levels;
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continuing to sponsor seminars to inform architects, engineers, contractors and building officials on appropriate use, proper installation and identification of the Company’s products;
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continuing to invest in mobile, web and software applications for customers to help them do their jobs more efficiently and connect with customers utilizing social media, blog posts and videos; and
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continuing to innovate and diversify the product offerings.

The Company’s long-term strategy is to develop, acquire or invest in product lines or businesses that have the potential to increase the Company’s earnings per share over time and that:

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complement the Company’s existing product lines;
•
can be marketed through the Company’s existing distribution channels;
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might benefit from use of the Company’s brand names and expertise;
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are responsive to needs of the Company’s customers;
•
expand the Company’s markets geographically; and
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reduce the Company’s dependence on the United States residential construction market.

New Products. The Company commits substantial resources to new product development. The majority of SST’s products have been developed through its internal research and development program. The Company believes it is the only United States manufacturer with the capability to test multi-story wall systems, thus enabling full scale testing rather than analysis alone to prove system performance. The Company’s engineering, sales, product management, and marketing teams work together with architects, engineers, building inspectors, code officials and customers in the new product development process.

The Company’s product research and development is based largely on products or solutions that are identified within the Company or as customers communicate to the Company as well as the Company’s strategic initiatives to develop new markets or product lines. The Company’s strategy is to develop new products on a proprietary basis, to seek patents when appropriate and to rely on trade secret protection for others. The Company typically develops 15 to 25 new products each year.


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The Company expanded its product offering in 2018 by adding:

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new connectors for wood framing applications;
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new connectors for cross laminated timber;
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new steel connection for mid-rise steel construction;
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new connectors for cold formed steel applications;
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new products for composite decking; and
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new mechanical anchors for concrete construction.

The Company intends to continue to expand its product offering.

Distribution channels. The Company seeks to expand its product and distribution coverage through several channels:

•
Distributors. The Company regularly evaluates its distribution coverage and the service levels provided by its distributors, and from time to time implements changes. The Company evaluates distributor product mix and conducts promotions to encourage distributors to add the Company’s products that complement the mix of product offerings in their markets.
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Home Centers. The Company intends to increase penetration of the DIY markets by continuing to solicit home centers and increase product offerings. The Company’s sales force maintains on-going contact with home centers to work with them in a broad range of areas, including inventory levels, retail display maintenance and product knowledge training. The Company’s strategy is to ensure that the home center retail stores are fully stocked with adequate supplies of the Company’s products carried by those stores. The Company has further developed extensive bar coding and merchandising aids and has devoted a portion of its research efforts to the development of DIY products. The Company’s sales to home centers increased year-over-year in 2018, 2017 and 2016.
•
Dealers. In some markets, the Company sells its products directly to lumber dealers and cooperatives.
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OEM Relationships. The Company works closely with manufacturers of engineered wood products and OEMs to develop and expand the application and sales of its engineered wood connector and fastener products. The Company has relationships with several of the largest manufacturers of engineered wood products.
•
International Sales. The Company has established a presence in the European Community through acquisition of companies with existing customer bases and through servicing United States-based customers operating in Europe. The Company also distributes connector, anchor and epoxy products in Mexico, Chile, Australia, New Zealand, and the Middle East.

See “Item 1A — Risk Factors,” “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Note 18 — Segment Information” to the accompanying audited consolidated financial statements included in Part II, Item 8 — "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K (the "Company’s Consolidated Financial Statements").

Operating Segments and Geographic Areas

The Company is organized into three operating segments consisting of the North America, Europe and Asia/Pacific segments. The North America segment includes operations primarily in the United States and Canada. The Europe segment includes operations primarily in France, the United Kingdom, Germany, Denmark, Switzerland, Portugal, Poland, The Netherlands, Belgium, Spain, Sweden and Norway. The Asia/Pacific segment includes operations primarily in Australia, New Zealand, China, Taiwan, and Vietnam. These segments are similar in several ways, including similarities in the products manufactured and distributed, the types of materials used, the production processes, the distribution channels and the product applications.

Products and Services

The Company manufactures and markets building and construction products and is a recognized brand name in residential and commercial applications. The product lines historically have encompassed connectors, anchors, fasteners, lateral resistive systems, truss plates, as well as repair and strengthening product lines for the marine, industrial and transportation markets. See “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Note 18 — Segment Information” to the Company’s Consolidated Financial Statements for financial information regarding revenues by product category.

Most of the Company’s products are approved by building code evaluation agencies. To achieve such approvals, the Company conducts extensive product testing, which is witnessed and certified by independent testing laboratories. The tests also provide the basis of load ratings for the Company’s structural products. This test and load information is used by architects, engineers,

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contractors, building officials and homeowners and is useful across all applications of the Company’s products, ranging from the deck constructed by a homeowner to a multi-story structure designed by an architect or engineer.

Wood Construction Products. As described below, the Company’s wood construction products include (1) connectors, (2) truss plates, (3) fastening systems and (4) lateral systems, and are typically made of steel. The Company produces and markets over 15,000 standard and custom wood construction products. These products are used primarily to strengthen, support and connect wood applications in residential and commercial construction and DIY projects. The Company’s wood construction products contribute to structural integrity and resistance to seismic, wind and other forces.

1.
The Company’s connectors are prefabricated metal products that attach wood, concrete, masonry or steel together. Connectors are essential for tying wood construction elements together and create safer and stronger buildings.
2.
The Company’s truss connector plates and software are marketed under the name Integrated Component Systems. Truss plates are toothed metal plates that join wood members together to form a truss. The Company continues to develop sophisticated software to assist truss and component manufacturers’ in modeling, designing trusses and selecting the appropriate truss plates for the applicable jobs.
3.
The Company’s fastener line includes various nails, screws and staples. Complementing these products is the Quik Drive auto-feed screw driving system used in numerous applications such as decking, subfloors, drywall and roofing.
4.
The Company’s lateral resistive systems are assemblies used to resist earthquake or wind forces and include Steel and Wood Shearwalls, Anchor Tiedown Systems (“ATS”) and steel moment frames.

Concrete Construction Products. As described below, the Company’s concrete construction products include (1) anchor products, and (2) repair, protection and strengthening products. The Company produces and markets over 1,000 standard and custom concrete construction products. The Company’s concrete construction products are composed of various materials including steel, chemicals and carbon fiber. They are used primarily to anchor, protect and strengthen concrete, brick and masonry applications in industrial, infrastructure, residential, commercial and DYI projects. The Company’s concrete construction products contribute to structural integrity and resistance to seismic, wind and other forces. These products are sold in all segments of the Company worldwide.

1.
The Company’s concrete construction anchor products include adhesives, mechanical anchors, carbide drill bits and powder-actuated pins and tools used for numerous applications of anchoring or attaching elements onto concrete, brick, masonry and steel.
2.
The Company's concrete construction repair, protection and strengthening products include grouts, coatings, sealers, mortars, fiberglass and fiber-reinforced polymer systems and asphalt products.

Engineering and Design Services. The Company’s engineers not only design and test products, but also provide engineering support for customers in connection with a number of products that the Company manufactures and sells. This support might range from the discussion of a load value in a catalog to testing the suitability of an existing product in a unique application. For certain product lines, industry norms require that the Company’s engineers are more involved in the sales process. For example, in connection with the sale of our truss plates, the Company’s engineers review the output of the Company’s software to assist customers in ensuring that trusses are properly designed and specified, and in some instances seal design diagrams. Generally, in connection with any engineering services the Company provides, the Company’s engineers serve as a point of reference and support for the customer’s engineers and other service professionals, who ultimately determine and are responsible for the engineering approach to any project.

Sales and Marketing

The Company’s sales and marketing programs are implemented through its branch system. The Company currently maintains branches in California, Texas, Ohio, Canada, England, France, Germany, Denmark, Switzerland, Poland, Portugal, Austria, The Netherlands, Ireland, Belgium, Sweden, Norway, Spain, Australia, New Zealand, and Chile. Each branch is served by its own sales force, warehouse and office facilities, while some branches have their own manufacturing facilities. Each branch is responsible for setting and executing sales and marketing strategies that are consistent both with the markets in the geographic area that the branch serves and with the goals of the Company. Branch sales forces in North America are supported by marketing managers in the home office in Pleasanton, California. The home office also coordinates issues affecting customers that operate in multiple regions. The sales force maintains close working relationships with customers, develops new business, calls on architects, engineers and building officials and participates in a range of educational seminars.

The Company dedicates substantial resources to customer service. The Company produces numerous publications and point-of-sale marketing aids to serve specifiers, distributors, retailers and users for the various markets that it serves. These publications include general catalogs, as well as various specific catalogs, such as those for its fastener products. The catalogs and publications describe the products and provide load and installation information. The Company also maintains several linked websites centered

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on www.strongtie.com, which include catalogs, product and technical information, code reports and other general information related to the Company, its product lines and promotional programs. The contents of these websites are not incorporated into this filing. Further, the Company’s references to the URLs for these websites are intended to be inactive textual references only.

Manufacturing Process

The Company designs and manufactures most of its products. The Company has developed and uses automated manufacturing processes for many of its products. The Company’s innovative manufacturing systems and techniques have allowed it to control manufacturing costs, even while developing both new products and products that meet customized requirements and specifications. The Company’s development of specialized manufacturing processes has also permitted increased operating flexibility and enhanced product design innovation. As part of ongoing continuous improvement processes in its factories, the Company’s major North American and European manufacturing facilities initiated lean manufacturing practices to improve efficiency and customer service. The Company sources some products from third-party vendors, both domestically and internationally. The Company has 26 manufacturing locations in the United States, Canada, France, Denmark, Germany, Switzerland, Poland, Portugal, Belgium, Sweden, China and England.

Quality Control. The Company has developed a quality system that manages defined procedures to ensure consistent product quality and also meets the requirements of product evaluation reports such as the International Code Council Evaluation Services (ICC-ES) and the International Association of Plumbers and Mechanical Officials Uniform Evaluation Services (IAPMO-UES). Since 1996, the Company’s quality system has been registered under ISO 9001, an internationally recognized set of quality-assurance standards. The Company believes that ISO registration is a valuable tool for maintaining and promoting its high quality standards. As the Company establishes new business locations through expansion or acquisitions, projects are established to integrate the Company’s quality systems and achieve ISO 9001 registration. In addition, the Company has six testing laboratories accredited to ISO standard 17025, an internationally accepted standard that provides requirements for the competence of testing and the further specialized accreditation for various Acceptance Criteria. The Company implements testing requirements through systematic control of its processes, enhancing the Company’s standard for quality products, whether produced by the Company or purchased from others.

Wood Construction Products Manufacturing. Most of the Company’s wood construction products are produced with a high level of automation. The Company has significant press capacity and has multiple dies for some of its high volume products to enable production of these products close to the customer and to provide back-up capacity. The balance of production is accomplished through a combination of manual, blanking and numerically controlled (NC) processes that include robotic welders, lasers and turret punches. This capability allows the Company to produce products with little redesign or set-up time, facilitating rapid turnaround for customers. The Company also has smaller specialty production facilities, which primarily use batch production with some automated lines.

Concrete Construction Products Manufacturing. The Company manufactures its concrete construction products at its facilities in Zhangjiagang, China; West Chicago, Illinois; Cardet, France; Seewen, Switzerland; Malbork, Poland; Elvas, Portugal and Madrid, Spain. The mechanical anchor products are produced with a high level of automation. Some products, such as epoxy and adhesive anchors, are mixed in batches and are then loaded into one-part or two-part dispensers, which mix the product on the job site because set-up times are usually very short. In addition, the Company purchases a number of products, powder actuated pins, tools and accessories and certain of its mechanical anchoring products, from various sources around the world. These purchased products undergo inspections on a sample basis for conformance with ordered specifications and tolerances before being distributed.

Regulation

Environmental Regulation. The Company itself is subject to environmental laws and regulations governing emissions into the air, discharges into water, and generation, handling, storage, transportation, treatment and disposal of waste materials. The Company is also subject to other federal and state laws and regulations regarding health and safety matters. The Company believes that it has obtained all material licenses and permits required by environmental, health and safety laws and regulations in connection with the Company’s operations and that its policies and procedures comply in all material respects with existing environmental, health and safety laws and regulations. See “Item 1A — Risk Factors.”

Other. The Company’s product lines are subject to federal, state, county, municipal and other governmental and quasi-governmental regulations that affect product development, design, testing, analysis, load rating, application, marketing, sales, exportation, installation and use.

The Company considers product evaluation, recognition and listing to the building code as a significant tool that facilitates and expedites the use of the Company’s products by design professionals, building officials, inspectors, builders, home centers and

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contractors. Industry members are more likely to use building products that have the appropriate recognition and listing than products that lack this acceptance. The Company devotes considerable time and testing resources to obtaining and maintaining appropriate listings for its products. The Company actively participates in industry related professional associations and building code committees both to keep abreast of regulatory changes and to provide comments and expertise to these regulatory agencies.

A substantial portion of the Company’s products have been evaluated and are recognized by governmental and product evaluation agencies. Some of the entities that recognize the Company’s products include the International Code Council Evaluation Service (ICC-ES), the International Association of Plumbing and Mechanical Officials Uniform Evaluation Services (IAPMO-UES), the City of Los Angeles Research Reports (LARR’s), California Division of the State Architect Interpretation of Regulations (DSA IR’s), the State of Florida, Underwriters Laboratory (UL), Factory Mutual (FM) and state departments of transportation. In Europe, the Company’s structural products meet European Technical Agreement (ETA) regulations.

Competition

The Company faces a variety of competition in all of the markets in which it participates. This competition ranges from subsidiaries of large national or international corporations to small regional manufacturers. While price is an important factor, the Company also competes on the basis of quality, breadth of product line, proprietary technology, technical support, availability of inventory, service (including custom design and manufacturing), field support and product innovation. As a result of differences in structural design and building practices and codes, the Company’s markets tend to differ by region. Within these regions, the Company competes with companies of varying size, several of which also distribute their products nationally or internationally. See “Item 1A — Risk Factors.”

Raw Materials

The principal raw material used by the Company is steel, including stainless steel. The Company also uses materials such as carbon fiber, fiberglass, mortars, grouts, epoxies and acrylics in the manufacture of its chemical anchoring and reinforcing products. The Company purchases raw materials from a variety of commercial sources. The Company’s practice is to seek cost savings and enhanced quality by purchasing from a limited number of suppliers.

The steel industry is highly cyclical and prices for the Company’s raw materials are influenced by numerous factors beyond the Company’s control. The steel market continues to be dynamic, with a high degree of uncertainty about future pricing trends. Given current conditions, including significant import tariffs and duties, and unsettled international trade disputes, the Company currently expects that the high degree of uncertainty regarding steel prices will continue. Numerous factors may cause steel prices to increase in the future. In addition to increases in steel prices, steel mills may add surcharges for zinc, energy and freight in response to increases in their costs. See “Item 1A — Risk Factors” and “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The Company historically has not attempted to hedge against changes in prices of steel or other raw materials. However, the Company may purchase and carry more steel or other raw materials in inventory to meet projected sales demand in a tight raw materials market.

Patents and Proprietary Rights

The Company has United States and foreign patents, the majority of which cover products that the Company currently manufactures and markets. These patents, and applications for new patents, cover various design aspects of the Company’s products, as well as processes used in their manufacture. The Company continues to develop new potentially patentable products, product enhancements and product designs. Although the Company does not intend to apply for additional foreign patents covering existing products, the Company has developed an international patent program to protect new products that it may develop. In addition to seeking patent protection, the Company relies on unpatented proprietary technology to maintain its competitive position. See “Item 1A — Risk Factors.”

Acquisitions and Expansion into New Markets

We have invested in our strategic initiative to sell engineered product solutions, to help us perform throughout all industry cycles, which we estimate supports approximately 40% of our connector and truss plate sales. In support of this effort, we acquired CG Visions, Inc. (“CG Visions”) in 2017, and completed our purchase of the LotSpec software asset and entered into a strategic software partnership with Hyphen Solutions ("Hyphen") in 2018.

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The LotSpec software asset is a suite of software applications that facilitate builders’ abilities to complete complex designs and do full take-offs in collaboration with our CG Visions software. Hyphen offers integrated information exchange between its software and our existing CG Visions' take-off platform to more efficiently create detailed plan estimates, designs and production specifications to automatically flow through to purchasing systems. We believe that the LotSpec software purchase and the Hyphen strategic partnership align well with our strategy to continue strengthening our value proposition by being the industry's trusted partner in construction solutions and building systems software.

In January 2017, the Company acquired CG Visions, Inc. ("CG Visions"), an Indiana corporation, for $20.8 million. CG Visions provides scalable technologies and services in building information modeling ("BIM") technologies, estimation tools and software solutions to a number of the top 100 mid-sized to large builders in the United States, which are expected to complement and support the Company's sales in North America.

In January 2017, the Company acquired Gbo Fastening Systems AB ("Gbo Fastening Systems"), a Sweden limited company, for $10.2 million. Gbo Fastening Systems manufactures and sells a complete line of CE-marked structural fasteners as well as fastener dimensioning software for wood construction applications, currently sold mostly in northern and eastern Europe, which are expected to complement the Company's line of wood construction products in Europe.

In August 2016, the Company purchased all of the outstanding shares of Multi Services Dêcoupe S.A. ("MS Decoupe"), a Belgium public limited company, for $6.9 million. MS Decoupe primarily manufactures and distributes wood construction, plastic, and metal labeling products in Belgium and the Netherlands, including distributing the Company's products manufactured at the Company's production facility in France. With this acquisition, the Company will offer the Belgium market a wider-range of its products, shorten delivery lead times, and expand the Company's sales presence into the Netherlands market.

Seasonality and Cyclicality

The Company’s sales are seasonal and cyclical. Operating results vary from quarter to quarter and with economic cycles. The Company’s sales are also dependent, to a large degree, on the North American residential home construction industry. See “Item 1A — Risk Factors” and “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Employees and Labor Relations

As of December 31, 2018, the Company had 3,135 full-time employees, of whom 1,806 were hourly employees and 1,329 were salaried employees. The Company believes that its overall compensation and benefits for the most part meet or exceed industry averages and that its relations with its employees are good.

As of December 31, 2018, approximately 14% of the Company's employees are represented by labor unions and are covered by collective bargaining agreements. We have two-facility locations with collective bargaining agreements covering tool and die craftsmen, maintenance workers, and sheet-metal workers. In Stockton, California, two union contracts will expire in September 2019 and June 2023, respectively. Also, we have two contracts in San Bernardino County, California that will expire in June 2022 and February 2021, respectively. We expect to agree on the extension with the existing labor union contract that will expire in September 2019, while parties are negotiating a new agreement. Based on current information and subject to future events and circumstances, we believe that, even if new agreements are not reached before the existing labor union contracts expire, it is not expected to have a material adverse effect on the Company's ability to provide products to customers or on the Company's profitability. See “Item 1A — Risk Factors.”

Available Information

The Company makes available, free of charge, on its website www.simpsonmfg.com, copies of its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) after the Company files them with the U.S. Securities and Exchange Commission (“SEC”). Printed copies of any of these materials will also be provided free of charge on request.

The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

The contents of the websites referred to above are not incorporated into this filing. Further, our references to the URLs for these websites are intended to be inactive textual references only.

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Item 1A. Risk Factors.

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, in addition to other information contained in this Annual Report on Form 10-K, including our consolidated financial statements and related notes thereto, before you decide to buy or hold shares of our common stock. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. We may not be able to control any of those risks and uncertainties. If any of those risks and uncertainties, whether described below or not, actually occurs, our business, results of operations, financial condition and future prospects could be materially and adversely affected, and you may lose all or part of your investment.

To facilitate a review of our risk factors, we have organized our risk factors into general groups of risks, including “General Business Risks,” “Products, Services and Sales Risks,” “Technological and Intellectual Property Risks,” “Regulatory Risks,” “Capital Expenditures, Expansions, Acquisitions and Divestitures Risk,” “International Operations Risks,” “Capital Structure Risks,” “Employee Risks” and “Other Risks.” The grouping of risks is to facilitate your review only, and no ranking of importance of risks or other inference should be made on account of such groups.

General Business Risks

Business cycles and uncertainty regarding the housing market, economic conditions, political climate and other factors beyond our control could adversely affect demand for our products and services, our costs of doing business, and our business, financial condition and results of operations.

With an estimated 60% of our total product sales being dependent on housing starts, our business, financial condition and results of operations depends significantly on the stability of the housing, residential construction and home improvement markets, as well as general economic conditions, including any future increase of interest rates by central banks, including the U.S. Federal Reserve System, or other factors that could impact housing starts. Adverse conditions in or uncertainty about these markets, the economic conditions or the political climate could adversely impact our customers’ confidence or financial condition, causing them to determine not to purchase our products and services, causing them to delay purchasing decisions, or impacting their ability to pay for our products and services. Other factors beyond our control - including unemployment and foreclosure rates; inventory loss; interest rate fluctuations; raw material and energy costs; labor and healthcare costs; the availability of financing; the state of the credit markets, including mortgages, the availability, or lack thereof, of credit to builders and developers, home equity loans and consumer credit; weather; natural disasters; acts of terrorism; and other conditions beyond our control - could further adversely affect demand for our products and services, our costs of doing business, and our business, financial condition and results of operations. Due to such factors and other trends, the construction industry is subject to significant volatility.

Further, many of our customers in the construction industry are small and medium-sized businesses. These businesses are more likely to be significantly affected by economic downturns than larger, more established businesses. Uncertainty about current global economic conditions may cause these consumers to postpone or refrain from spending or may cause them to switch to lower-cost alternative products, which could reduce demand for our products and materially and adversely affect our financial condition and operating results.

Additionally, declines in commercial and residential construction, such as housing starts and remodeling projects, which generally occur during economic downturns, have in the past significantly reduced, and in the future can be expected to reduce, the demand for our products and our stock price.

We may not be effective in achieving our stated strategic and operating objectives under our 2020 Plan.

We have been implementing a strategic plan, the 2020 Plan, centered on focusing on our organic growth, rationalizing our cost structure to improve profitability, improving our working capital management primarily through the reduction of inventory levels and other working capital items such as accounts payable and accounts receivable. While the strategy calls for increased emphasis on certain operational targets, such as growing our net sales, reducing our operating expenses as a percentage of net sales and decreasing our inventory levels, it moderates focus on other aspects of our operations that used to be part of our prior strategy, such as certain categories of acquisitions (especially in the concrete space).


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There can be no guarantee that the 2020 Plan will yield the results that we currently anticipate or results that will exceed those that might be obtained under our prior strategy if we fail to successfully execute on one or more prongs of the 2020 Plan, even if we successfully implement one or more other prongs.

The successful execution of the 2020 Plan depends on, among other things, our ability to:

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Maintain our top-line growth and achieve a net sales compound annual growth rate of approximately 8% from fiscal 2016 through fiscal 2020 by gaining market share in certain products lines;

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Carry out effective cost reduction measures in Europe and our concrete product line, justify certain expense categories for each new period, and by fiscal 2020, reduce our operating expenses as a percent of net sales to be below or at 27%;

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Eliminate at least 25% to 30% of our product SKUs, implement Lean principles in our factories, and achieve an additional 30% reduction of our raw materials and finished goods inventory by fiscal 2020; and

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Realize return from our investment in software initiatives.

Although we have made progress on meeting 2020 Plan targets, we may not fully execute on one or more elements of the 2020 Plan due to any number of reasons. Going forward, we may choose to refine our strategic and operating objectives, update our current strategic plan, and pursue strategies outside the 2020 Plan that we believe represent great opportunities due to changes in our business, operations, financial conditions and other factors beyond our control or not foreseeable.

Our sales are seasonal and we have little control over the timing of customer purchases. If we miss seasonal forecasts or customers purchase our products in different quarters than we or analysts expect, our stock could materially decline.

Our sales are seasonal, with operating results varying from quarter to quarter. With some exceptions, our sales and income have historically been lower in the first and fourth quarters than in the second and third quarters, as customers tend to purchase construction materials in the late spring and summer months for the construction season. In addition, weather conditions, such as unseasonably warm, cold or wet weather, which affect, and sometimes delay or accelerate installation of some of our products, may significantly affect our results of operations. Sales that we anticipate in one quarter may occur in another quarter, affecting both quarters’ results and potentially our stock price.

In addition, we typically ship orders as we receive them and maintain inventory levels to allow us to operate with little backlog. The efficiency of our inventory system, and our ability to avoid backlogs and potential loss of customers, is closely tied to our ability to accurately predict seasonal and quarterly variances. Further, our planned expenditures are also based primarily on sales forecasts. When sales do not meet our expectations, our operating results will be reduced for the relevant quarters, as we will have already incurred expenses based on those expectations. This could result in a material decline in our stock price.

We operate in a competitive industry, and if we fail to anticipate and react appropriately to competitors, technological changes, changing industry trends and other competitive forces our sales and profit margins will decline.

Our ability to compete effectively depends upon our ability to meet changing market conditions and develop enhancements to our products on a timely basis in order to maintain our competitive advantage. Many of our competitors have greater financial and other resources than we do. Our continued growth depends upon our ability to develop additional products, services and technologies that meet our customers’ expectation of our brand and quality. There can be no assurance that we will be successful in developing and marketing new products, product enhancements and additional technologies, that we will not experience difficulties that could delay or prevent the successful development, introduction and marketing of these products, or that our new products and product enhancements will adequately meet the requirements of the marketplace, or will achieve market acceptance.

Further, one of the core elements of our strategy is to provide high quality products and customer services. Many of our competitors are dedicating increasing resources to competing with us, especially as our products and services become more affected by technological advances and software innovations. Some of our competitors have more experience producing software and other technology-driven solutions. As a result, we are dedicating increasing resources to research

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and development in new and changing technologies in order to stay competitive and provide high quality and innovative products and services. These increased expenditures could reduce our operating results.

Additionally, our ability to compete effectively depends, to a significant extent, on the specification or approval of our products by architects, engineers, building inspectors, building code officials and customers and their acceptance of our premium brand. If a significant segment of those communities were to decide that the design, materials, manufacturing, testing or quality control of our products is inferior to that of any of our competitors or the cost differences between our products and any competitors are not justifiable, our sales and profits would be materially reduced.

Our future growth may depend on our ability to develop new products and penetrate new markets, which could reduce our profitability.

Our future success depends upon our continued investment in research and new product development and our ability to continue to develop new products that allow us to expand into new markets. Expansion into new markets and the development of new products may involve considerable costs and may not generate sufficient revenue to be profitable or cover the costs of development. We might not be able to penetrate these product markets and any market penetration that occurs might not be timely or profitable. We may be unable to recoup part or all of the significant investments we will have made in attempting to penetrate new markets.

Our failure to continue to successfully avoid, manage, defend, litigate and accrue for claims and litigation could negatively impact our results of operations or cash flows.

We are exposed to and become involved in various litigation matters arising out of the ordinary routine conduct of our business, including, from time to time, actual or threatened litigation relating to such items as our products and services, product liability, employment-related claims, our distributors, intellectual property claims and regulatory actions.

The defense of litigation, including fees of legal counsel, expert witnesses and related costs, is expensive and difficult to forecast accurately. In general, such costs are unrecoverable even if we ultimately prevail in litigation and could represent a significant use of our capital resources. To defend lawsuits, it is also necessary for us to divert officers and other employees from their normal business functions to gather evidence, give testimony and otherwise support litigation efforts. We expect to experience higher than normal litigation costs arising from the lawsuits disclosed in this Annual Report on Form 10-K.

If we lose any material litigation, we could face material judgments or awards against us. An unfavorable resolution of one or more of the proceedings in which we are involved now or in the future could have a material adverse effect on our business, assets, cash flow and financial condition.

There can be no assurance that we will be able to continue to successfully avoid, manage and defend such matters. In addition, given the inherent uncertainties in evaluating certain exposures, actual costs to be incurred in future periods may vary from our estimates for such contingent liabilities.

Product, Services and Sales Risks

Design defects, labeling defects, product formula defects, inaccurate chemical mixes, product recalls and/or product liability claims could harm our reputation, sales and financial results.

We have on occasion found flaws and deficiencies in the design, manufacturing, assembling, labeling, product formulations, chemical mixes or testing of our products. We also have on occasion found flaws and deficiencies in raw materials and finished goods produced by others and used with or incorporated into our products. Some flaws and deficiencies have not been apparent until after the products were installed by customers.

Many of our products are integral to the structural soundness or safety of the structures in which they are used. If any flaws or deficiencies exist in our products and if such flaws or deficiencies are not discovered and corrected before our products are incorporated into structures, the structures could be unsafe or could suffer severe damage, such as collapse or fire, and personal injury or death could result. Errors in the installation of our products, even if the products are free of flaws and deficiencies, could also cause personal injury or death and unsafe structural conditions. To the extent that such damage or injury is not covered by our product liability insurance and we are held to be liable, we could be required to correct such damage and to compensate persons who might have suffered injury or death, and our reputation, business and financial condition could be materially and adversely affected.

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Even if a flaw or deficiency is discovered before any damage or injury occurs, we may need to refund customers and/or repair or recall products (to the extent possible), and we may be liable for any costs necessary to replace recalled products or retrofit or remedy the affected structures. Any such recall, retrofit or other remedy could entail substantial costs and adversely affect our reputation, sales and financial condition. We do not carry insurance against recall costs or the adverse business effect of a recall, and our product liability insurance may not cover retrofit or other remedy costs.

As a result of the nature of many of our products and their use in construction projects, claims (including product warranty claims and claims resulting from a natural disaster) may be made against us with regard to damage or destruction of structures incorporating our products whether or not our products failed. Any such claims, if asserted, could require us to expend material time and efforts defending the claim and may materially and adversely affect our business and financial condition. Costs associated with resolving such claims (such as repair or replacement of the affected parts) could be material and may exceed any amounts reserved in our consolidated financial statements.

While we generally attempt to limit our contractual liability and our exposure to price or expense increases, we may have uncapped liabilities or significant exposure under some contracts, and could suffer material losses under such contracts.

We enter into many types of contracts with our customers, suppliers and other third parties, including in connection with our expansion into new markets and new product lines. Under some of these contracts, our overall liability may not be limited to a specified maximum amount or we may have significant potential exposure to price or expense increases. If we receive claims under these contracts or experience significant price increases or comparable expense increases, we may incur liabilities significantly in excess of the revenues associated with such contracts, which could have a material adverse effect on our results of operations.

Our software provides some design functions to customers, and we are involved both in product sales and engineering services. Any software errors or deficiencies or failures in our engineering services could have material adverse effects on our operations and financial condition.

Our design software facilitates the creation by customers of complex construction and building designs and we are involved both in product sales and engineering services. Our software is extremely complex and is continually being modified and improved. As a result, it may contain defects or errors and new versions may introduce new defects and errors. While we have attempted to limit our potential liability for the failure of any designs created by our software, as a result of defects in our software, the structures could be unsafe or could suffer severe damage, such as collapse or fire, and personal injury or death could result. Errors in construction unconnected with our design could also cause personal injury or death and unsafe structural conditions, even if our software design is sufficient. To the extent that a structure designed by our software suffers any failure or deficiency, we could be required to correct deficiencies and may become involved in litigation, even if our software design was not the cause of such deficiency. Further, if any damage or injury is not covered by our insurance and we are held to be liable, we could be required to correct such damage and to compensate persons who might have suffered injury, and our reputation, business and financial condition could be materially and adversely affected.

While we engage in testing and upgrades, there can be no assurance that, despite our testing and upgrades, errors will not be found in new and existing products resulting in loss of revenues or delay in market acceptance, diversion of development resources, damage to our reputation, adverse litigation, or increased service and warranty costs, any of which would have a material adverse effect upon our business, operating results and financial condition.

We are also involved in providing engineering solutions to our clients. The risks associated with providing these services are materially different than the risks we historically faced when we only produced products. If our engineers prepare, approve or seal drawings that contain defects or otherwise are involved in any design or construction that contains flaws, regardless of whether our engineers caused such flaws, we may be held liable for professional negligence or other damages, which could involve material claims.

We have a few large customers, the loss of any one of which could negatively affect our sales and profits.

Our largest customers accounted for a significant portion of net sales for the years ended December 31, 2018, 2017, and 2016. Any reduction in, or termination of, our sales to these customers would at least temporarily, and possibly on a longer term basis, cause a material reduction in our net sales, income from operations and net income. Such a reduction

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in or elimination of our sales to any of our largest customers would increase our relative dependence on our remaining large customers.

In addition, our distributor customers have increasingly consolidated over time, which has increased the material adverse effect of losing any one of them and may increase their bargaining power in negotiations with us. These trends could negatively affect our sales and profitability.

Increases in prices of raw materials could negatively affect our sales and profits.

Our principal raw material is steel, including stainless steel. The steel industry can have large fluctuations. Numerous factors beyond our control, such as general economic conditions, competition, worldwide demand, material and labor costs, energy costs, foreign exchange rates, import duties and other trade restrictions influence prices for our raw materials. Further, the domestic steel market is heavily influenced by three major United States manufacturers. We have not always been able, and in the future we might not be able, to increase our product prices in amounts that correspond to increases in costs of raw materials, without materially and adversely affecting our sales and profits.

We have historically not hedged against changes in prices of steel or other raw materials. In past years, however, we have increased our anticipatory purchases of steel in an effort to mitigate the effects of rising steel prices. This strategy, coupled with changing economic conditions, has resulted in substantial fluctuations in our inventory in recent years, which can materially and adversely affect our margins, cash flow and profits.

We depend on third parties for transportation services and the lack of availability of transportation and/or increases in cost could materially and adversely affect our business and operations.

Our business depends on the transportation of both finished goods to our customers and distributors and the transportation of raw materials to us. We rely on third parties for transportation services of these items, which services are occasionally in high demand (especially at the end of calendar quarters) and/or subject to price fluctuations.

If the required supply of transportation services is unavailable when needed, our manufacturing processes may be interrupted or we may be unable to sell our products at full value, or at all. This could harm our reputation, negatively impact our customer relationships and have a material adverse effect on our financial condition and results of operation. In addition, a material increase in transportation rates or fuel surcharges could have a material adverse effect on our profitability.

Technological and Intellectual Property Risks

Our recent efforts to increase our technology offerings and integrate new software and application offerings may prove unsuccessful and may affect our future prospects.

Our industry has experienced increased complexity in some home design and builders are more aggressively trying to reduce their costs. One of our responses has been to design and market sophisticated software to facilitate the design and marketing of our product systems. We have continued to commit substantial resources to our software development endeavors in recent years and expect that trend to continue in 2019.

We have a limited operating history in the technology space and may not be able to create commercially successful software and applications. Even if we are able to create initially successful ideas, the technology industry is subject to rapid changes. We may not be able to adapt quickly enough to keep up with changing demands, and our software may become obsolete.

While we see having a software interface with the construction industry as a potential growth area, we also face competition from other companies that are focused solely or primarily on the development of software and applications. These companies may have significantly greater expertise and resources to devote to software development, and we may be unable to compete with them in that space.

If we cannot protect our technology, we will not be able to compete effectively.

Our ability to compete effectively with other companies depends in part on our ability to maintain the proprietary nature of our technology, in part through patents, copyrights, trade secrets and other intellectual property protections. We might not be able to protect or rely on our patents and copyrights. Patents might not issue pursuant to pending patent applications.

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Our software copyright and other protections might not be adequate to protect our software and application code. Others might independently develop the same or similar technology, develop around the patented aspects of any of our products or proposed products, or otherwise obtain access to or circumvent our proprietary technology. We also rely on unpatented proprietary technology to maintain our competitive position. We might not be able to protect our trade secrets, our know-how or other proprietary information. If we are unable to maintain the proprietary nature of our significant products, our sales and profits are likely to be materially reduced.

In attempting to protect our proprietary information, we sometimes initiate lawsuits against competitors and others that we believe have infringed or are infringing our rights. In such an event, the defendant may assert counterclaims to complicate or delay the litigation or for other reasons. Litigation may be very costly and may result in adverse judgments that affect our sales and profits materially and adversely.

Claims that we infringe intellectual property rights of others may materially increase our expenses and reduce our profits.

Other parties have in the past and may in the future claim that our products or processes infringe their intellectual property rights. We may incur substantial costs and liabilities in investigating, defending and resolving such claims, whether or not they are meritorious, which may materially reduce our profitability and materially and adversely affect our business and financial condition. Litigation can be disruptive to normal business operations and may result in adverse rulings or decisions. If any such infringement claim is asserted against us, we may be required to obtain a license or cross-license, modify our existing technology or design a new non-infringing technology, any of which could be costly and time-consuming. A ruling against us in an infringement lawsuit could include an injunction barring our production or sale of any infringing product. A damages award against us could include an award of royalties or lost profits and, if the court finds willful infringement, treble damages and attorneys’ fees.

We have experienced and may in the future experience delays, outages, cyber-based attacks or security breaches in relation to our information systems and computer networks, which have disrupted and may in the future disrupt our operations and may result in data corruption. As a result, our profitability, financial condition and reputation could be negatively affected. In addition, data privacy statements and laws could subject us to liability.

We depend on information technology networks and systems, including the internet, to process, transmit and store electronic information. We depend on our information technology infrastructure for electronic communications among our locations around the world and between our personnel and our subsidiaries, customers and suppliers. We collect and retain large volumes of internal and customer, vendor and supplier data, including some personally identifiable information, for business purposes. We also maintain personally identifiable information about our employees. The integrity and protection of our customer, vendor, supplier, employee and other Company data is critical to our business. The regulatory environment governing information, security and privacy laws is increasingly demanding and continues to evolve. Maintaining compliance with applicable security and privacy regulations may increase our operating costs or adversely affect our business operations.

Despite the security and maintenance measures we have in place, our facilities and systems, and those of the retailers, dealers, licensees and other third-party distributors with which we do business, remain vulnerable to security breaches, cyber-attacks, acts of vandalism, computer viruses, malware, data corruption, delays, disruptions, programming and/or human errors or other similar events, such as those accomplished through fraud, trickery or other forms of deceiving our employees, contractors or other agents or representatives and those due to system updates, natural disasters, malicious attacks, accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, physical or electronic break-ins or similar events. Such incidents have occurred, continue to occur, and may occur in the future.

Security breaches of our infrastructure could create system disruptions, shutdowns or unauthorized disclosures of confidential information. Despite the security measures we have in place, our facilities and systems, and those of the retailers, dealers, licensees and other third party distributors with which we do business, may be vulnerable to security breaches, cyber-attacks, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human errors or other similar events. Such incidents may involve misappropriation, loss or other unauthorized disclosure of confidential data, materials or information, including those concerning our customers, employees or suppliers, whether by us or by the retailers, dealers, licensees and other third-party distributors with which we do business, disrupt our operations, result in losses, damage our reputation, and expose us to the risks of litigation and liability (including regulatory liability); and may have a material adverse effect on our business, results of operations and financial condition.


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We publicly post our privacy policies and practices concerning our processing, use, and disclosure of personally identifiable information on our website. If we fail to adhere to our privacy policy and other published statements or applicable laws concerning our processing, use, transmission and disclosure of protected information, or if our statements or practices are found to be deceptive or misrepresentative, we could face regulatory actions, fines and other liability.

We may experience delays or outages in our information technology system and computer networks.

We may be subject to information technology system failures and network disruptions. These may be caused by delays or disruptions due to system updates, natural disasters, malicious attacks, accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, physical or electronic break-ins or similar events or disruptions.

Despite our security measures, our systems could be vulnerable to disruption, and any such disruption could negatively affect our financial condition and results of operations.

Some of our agreements for software and software-as-services products have limited terms, and we may be unable to renew such agreements and may lose access to such products.

We have various agreements with a number of third parties that provide software and software-as-service products to us. These agreements often require reoccurring payments for online access to the products and have limited terms. In the future, we will be required to renegotiate the terms of these agreements, and may be unable to renew such agreements on favorable terms. If any such agreement cannot be renewed or can only be renewed on terms that are materially worse for us, we may be unable to access the applicable software, and our business and operating results may be adversely affected.

Regulatory Risks

Failure to comply with industry regulations could result in reduced sales and increased costs.

We are subject to environmental laws and regulations governing emissions into the air, discharges into water, and generation, handling, storage, transportation, treatment and disposal of waste materials. We are also subject to other federal and state laws and regulations regarding health and safety matters.

Our manufacturing operations involve the use of solvents, chemicals, oils and other materials that are regarded as hazardous or toxic. We also use complex and heavy machinery and equipment that can pose severe safety hazards, especially if not properly and carefully used. Some of our products also incorporate materials that are hazardous or toxic in some forms, such as zinc and lead used in some steel galvanizing processes, chemicals used in our acrylic and epoxy anchoring products, and chemicals used in our concrete repair, strengthening and protecting products. The gun powder used in our powder-actuated tools is explosive. We have in the past, and may in the future, need to take steps to remedy our failure to properly label, store, transport, use and manufacture such toxic and hazardous materials.

If we do not obtain all material licenses and permits required by environmental, health and safety laws and regulations, we may be subject to regulatory action by governmental authorities. If our policies and procedures are flawed, or our employees fail or neglect to follow our policies and procedures in all respects, we might incur liability. Relevant laws and regulations could change or new ones could be adopted that require us to incur substantial expense to comply.

Complying or failing to comply with conflict minerals regulations could materially and adversely affect our supply chain, our relationships with customers and suppliers and our financial results.

We are currently subject to conflict mineral disclosure regulations in the U.S. and may be affected by new regulations concerning conflict and similar minerals adopted by other jurisdictions where we operate. While we have been successful to date in adapting to such regulations, we have and will continue to incur added costs to comply with the disclosure requirements, including costs related to determining the source of such minerals used in our products. We may not be able to ascertain the origins of such minerals that we use and may not be able to satisfy requests from customers to certify that our products are free of conflict minerals. These requirements also could constrain the pool of suppliers from which we source such minerals. We may be unable to obtain conflict-free minerals at competitive prices. Such consequences will increase costs and may materially and adversely affect our manufacturing operations and profitability.


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When we provide engineering services we are subject to various local, state and federal rules and regulations which can increase our potential liability.

As part of our product offerings, we may provide engineering and design-related services to our clients. Some of these services require us to stamp drawings or otherwise be involved in the engineering process. While we generally attempt to limit our liability through our internal processes and through our legal agreements with third parties to which we provide such services, under various local, state and federal rules and regulations these limitations may not be effective and we may be held liable for engineering failures. Any such liability could materially and adversely affect our profitability.

Capital Expenditures, Expansions, Acquisitions and Divestitures Risks

Our acquisition activities, if any, present unique risks for our business, and any acquisition could materially and adversely affect our business and operating results.

We compete for acquisitions with other potential acquirers, some of which have greater financial or operational resources than we do. As a result, we may not be able to identify suitable acquisition candidates or strategic opportunities. Any acquisitions we undertake involve numerous risks, including, for example:

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inadequate access to information and/or due diligence of acquired businesses;
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diversion of management’s attention from other business concerns;
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overvaluation of acquired businesses;
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difficulties assimilating the operations and products of acquired businesses, including expensive and time consuming integration costs such as employee redeployment, relocation or severance, combining teams and processes in various functional areas, reorganization or closures of facilities, and relocation or disposition of excess equipment;
•
inaccurate accounting or public reporting arising from integration of the financial statements and disclosures of acquired businesses;
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undisclosed existing or potential liabilities of acquired businesses;
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slow acceptance or rejection of acquired businesses’ products by our customers;
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risks of entering markets in which we have little or no prior experience;
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litigation involving activities, properties or products of acquired businesses;
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increased cost of regulatory compliance and enforcement;
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consumer and other claims related to products of acquired businesses; and
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the potential loss of key employees of acquired businesses.

In addition, future acquisitions may involve issuance of additional equity securities that dilute the value of our existing equity securities, increase our debt, cause impairment related to goodwill and cause impairment of, and amortization expenses related to, other intangible assets, which could materially and adversely affect our profitability. Any acquisition could materially and adversely affect our business and operating results, and as a result, our business and operating results may differ from any guidance that we may provide.

We may decide to dispose of assets and incur material expenses in doing so.

We have terminated in the past and may terminate in the future product lines or businesses if we determine that the cost of operating them is not warranted by their expected profitability. For example, we closed our sales offices in China, Thailand and Dubai in 2015. There are significant costs with such divestitures, which could materially and adversely affect our sales, assets, profitability and financial condition.

Our capital expenditures may not be adequate to maintain our competitive position and may not be implemented in a timely or cost-effective manner.

Our capital expenditures are limited by our liquidity and capital resources and the amount we have available for capital spending is limited by the need to pay our other expenses and to maintain adequate cash reserves and borrowing capacity to meet unexpected demands that may arise. Productivity improvements through process re-engineering, design efficiency and manufacturing cost improvements may be required to offset potential increases in labor and raw material costs and competitive price pressures. If we are unable to make sufficient capital expenditures, or to maximize the efficiency of the capital expenditures we do make, our competitive position may be harmed and we may be unable to manufacture the products necessary to compete successfully in our targeted market segments.


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Additional financing, if needed, to fund our working capital, growth or other business requirements may not be available on reasonable terms, or at all.

If the cash needed for working capital or to fund our growth or other business requirements increases to a level that exceeds the amount of cash that we generate from operations and have available through our current credit arrangements, we will need to seek additional financing. Additional or new borrowings may not be available on reasonable terms, or at all. Our ability to raise money by issuing and selling shares of our common or preferred stock depends on general market conditions and the demand for our stock. If we sell stock, our existing stockholders could experience substantial dilution. Our inability to secure additional financing could prevent the expansion of our business, internally and through acquisitions.

If we change significantly the location, nature or extent of some of our manufacturing operations, we may reduce our net income.

If we decide to change significantly the location, nature or extent of a portion of our manufacturing operations, we may need to record an impairment of our goodwill. Our goodwill totaled $130.3 million at December 31, 2018. Recording an impairment of our goodwill correspondingly reduces our net income. Other changes or events in the future could further impair our recorded goodwill, which could also materially and adversely affect our profitability.

International Operations Risks

Our international operations may be materially and adversely affected by factors beyond our control.

Economic, social and political conditions, laws, practices and customs vary widely among the countries where we produce or sell our products. Our operations outside of the United States are subject to a number of risks and potential costs, including, for example, lower profit margins, less protection of intellectual property and economic, political and social uncertainty in some countries. Our sales and profits depend, in part, on our ability to develop and implement policies and strategies that effectively anticipate and manage these and other risks in the countries where we do business. These and other risks may materially and adversely affect our operations in any particular country and our business as a whole.

International construction standards, techniques and methods differ from those in the United States. Laws and regulations applicable in new markets may be unfamiliar to us. Compliance may be substantially more costly than we anticipate. As a result, we may need to redesign our products, or invent or design new products, to compete effectively and profitably in international markets. Inflation in emerging markets may also make our products more expensive there and increases the market and credit risks that we are exposed to.

Other significant challenges to conducting business in foreign countries include, among other factors, local acceptance of our products, political instability, changes in import and export regulations, changes in tariff and freight rates, fluctuations in foreign exchange rates, currency controls, cash repatriation restrictions and differing economic outcomes.

International operations expose us to foreign exchange rate risk.

We have foreign exchange rate risk in our international operations and through purchases from foreign vendors. We do not currently hedge this risk. Changes in currency exchange rates could materially and adversely affect our sales and profitability.

Because of our international operations, we could be adversely affected by violations of applicable U.S. federal and state or foreign laws and regulations, such as the United States Foreign Corrupt Practices Act and similar worldwide anti-bribery, anti-corruption and anti-kickback laws.

As a result of our expanded international operations, we face increasing compliance and regulatory oversight related to operating in foreign countries. The foreign and U.S. laws and regulations that are applicable to our operations are complex and may increase the costs of regulatory compliance, or limit or restrict the products or services we sell or subject our business to the possibility of regulatory actions or proceedings. The United States Foreign Corrupt Practices Act, and other similar laws and regulations, generally prohibit companies and their intermediaries from making improper payments to foreign governmental officials for the purpose of obtaining or retaining business. While our policies mandate compliance with applicable laws and regulations, including anti-bribery laws and other anti-corruption laws, we cannot guarantee that we will be successful in preventing our employees or other agents from taking actions in violation of these laws or

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regulations. Such violations, or allegations of such violations, could disrupt our business and result in a material adverse effect on our financial condition, results of operations and cash flows.

Our international operations depend on our successful management of our subsidiaries outside of the United States.

We conduct our international business through wholly owned subsidiaries. Managing distant subsidiaries and fully integrating them into our business is challenging. We cannot directly supervise every aspect of the operations of our subsidiaries operating outside the United States. As a result, we rely on local managers and staff. Cultural factors and language differences can result in misunderstandings among internationally dispersed personnel. The risk that unauthorized conduct may go undetected may be greater in subsidiaries outside of the United States. These problems could adversely affect our sales and profits.

Failure to comply with export, import, and sanctions laws and regulations could affect us materially and adversely.

We are subject to a number of export, import and economic sanction regulations, including the International Traffic in Arms Regulations (“ITAR”), the Export Administration Regulations (“EAR”) and U.S. sanction regulations administered by the U.S. Department of Treasury, Office of Foreign Assets (“OFAC”). Foreign governments where we have operations also implement export, import and sanction laws and regulations, some of which may be inconsistent or conflict with ITAR and EAR. Where we face such inconsistencies, it may be impossible for us to comply with all applicable regulations.

If we do not obtain all necessary import and export licenses required by applicable export and import regulations, including ITAR and EAR, or do business with sanctioned countries or individuals, we may be subject to fines, penalties and other regulatory action by governmental authorities, including, among other things, having our export or import privileges suspended. Even if our policies and procedures for exports, imports and sanction regulations comply, but our employees fail or neglect to follow them in all respects, we might incur similar liability.

Any changes in applicable export, import or sanction laws or regulations or any legal or regulatory violations could materially and adversely affect our business and financial condition.

Our manufacturing facilities in China complicate our supply and inventory management.

We maintain manufacturing capability in various parts of the world, in part to allow us to serve our customers with prompt delivery of needed products. Such customer service is a significant factor in our efforts to compete with larger companies that have greater resources than we have. In recent years, we have substantially expanded our manufacturing in China. Nearly all of our manufacturing output in China was and is currently intended for export to other parts of the world. Because of the great distances between our manufacturing facilities in China and the markets to which the products made there will be shipped, we may have difficulty providing adequate service to our customers, which may put us at a competitive disadvantage. Our attempts to provide prompt delivery may necessitate that in China we produce and keep on hand substantially more inventory of finished products than would otherwise be needed. Inventory fluctuations can materially and adversely affect our margins, cash flow and profits. Any tariffs, duties, taxes, penalties imposed by the United States on imports from China would negatively affect our inventory management and profits.

If significant tariffs or other restrictions are placed on our imports or any related counter-measures are taken by other countries, our costs of doing business, revenue and results of operations may be negatively impacted.

If significant tariffs or other restrictions are placed on Chinese or other imports or any related counter-measures are taken by China or other countries, our costs of doing business, revenue and results of operations may be materially harmed. The Trump Administration announced a list of thousands of categories of goods that could face tariffs of up to 25% assessed on the cost of goods as imported. If these duties are imposed on our imports, we may be required to raise our prices, which may result in the loss of customers and harm our operating performance. Alternatively, we may seek to shift production outside of China, resulting in significant costs and disruption to our operations as we would need to pursue the time-consuming processes of recreating a new supply chain, identifying substitute components and establishing new manufacturing locations. Additionally, the Trump Administration continues to signal that it may alter trade agreements and terms between China and the United States, including limiting trade with China, and may impose additional tariffs on imports from China. Even if the currently proposed duties are not imposed on our imports, it is possible further tariffs will be imposed on our imports, or that our business will be impacted by retaliatory trade measures taken by China or other countries in response to existing or future tariffs, causing us to raise prices or make changes to our operations, any of which could materially harm our revenue or operating results.

19




We are subject to U.S. and international tax laws that could affect our financial results.
We generally conduct international operations through our wholly-owned subsidiaries. Our income tax liabilities in the different countries where we operate depend in part on internal settlement prices and administrative charges among us and our subsidiaries. These arrangements require us to make judgments with which tax authorities may disagree. Tax authorities may impose additional tariffs, duties, taxes, penalties and interest on us. Transactions that we have arranged in light of current tax rules could have material and adverse consequences if tax rules change, and changes in tax rules or imposition of any new or increased tariffs, duties and taxes could materially and adversely affect our sales, profits and financial condition.

Tax laws are dynamic and subject to change as new laws are passed and new interpretations are issued or applied. For example, the U.S. enacted significant tax reform at the end of 2017, and certain provisions of the tax reform may adversely affect us. If the U.S. or other foreign tax authorities change applicable tax laws, our overall taxes could increase, and our business, financial condition or results of operations may be adversely impacted.

Recent changes in applicable law regarding the transfer of personally identifiable information by U.S. companies doing business in the European Union could lead us to spend significant resources trying to comply with the newly developed rules. We may not succeed in meeting such requirements, and we may face governmental actions and suffer business losses.

We have in the past relied on adherence to the U.S. Department of Commerce’s Safe Harbor Policy Principles and compliance with the Safe Harbor Frameworks as agreed to and set forth by the European Commission and the United States, which established a means for legitimating the transfer of personally identifiable information by U.S. companies doing business in the European Union (“EU”) to the U.S. under the EU Data Protection Directive (95/46/EC). New EU legislation, the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) became effective as of May 25, 2018, in replacement of the EU Data Protection Directive, and is expected to have a significant impact on how businesses can collect and process the personal data of EU individuals.

In light of the GDPR, we have made and continue to engage in additional compliance efforts when transferring certain data from the EU. We may be unsuccessful in complying with the new EU data transfer requirements, and as a result, we may be at risk of enforcement actions taken by an EU data protection authority until such point in time that we ensure all data transfers to us from the EU are in compliance with applicable law. We may find it necessary to establish systems to maintain EU-origin data in the European Economic Area, which may involve substantial expense and distraction from other aspects of our business.

Capital Structure Risks

Any issuance of preferred stock may dilute your investment and reduce funds available for dividends.
Our Board of Directors is authorized by our Certificate of Incorporation to determine the terms of one or more series of preferred stock and to authorize the issuance of shares of any such series on such terms as our Board of Directors may approve. Any such issuance could be used to impede an acquisition of our business that our Board of Directors does not approve, further dilute the equity investments of holders of our common stock and reduce funds available for the payment of dividends to holders of our common stock.

Future sales of our common stock could adversely affect our stock price.

Our Board of Directors has the authority to issue, from time to time, authorized and unissued shares of our common stock. Our issuance of substantial amounts of new shares of our common stock could adversely affect the prevailing market price for our common stock.

All of the outstanding shares of our common stock are freely tradable without restriction under the Securities Act of 1933, as amended (the “Securities Act”), other than shares of our common stock held by our “affiliates,” as that term is defined in Rule 144 under the Securities Act, which, however, may be sold by our affiliates pursuant to Rule 144. If a substantial number of shares of our common stock are sold in the public market pursuant to Rule 144 by our affiliates or issued upon the exercise of our outstanding options, the trading price of our common stock in the public market could be adversely affected. As of February 26, 2019, there were 254,715 thousand shares held by our affiliates.

Delaware law and our corporate governance documents could deter takeover attempts that might otherwise be beneficial to our stockholders.

20




Provisions of Delaware law could make it more difficult for a third party to acquire us. Section 203 of the Delaware General Corporation Law may make the acquisition of the Company more difficult for potential acquirers by prohibiting stockholders holding 15% or more of our outstanding voting stock from acquiring us without the consent of our Board of Directors for at least three years from the date they first hold 15% or more of the voting stock.

Pursuant to the Company's current corporate governance documents, our stockholders cannot call special meetings and cannot take action by written consent. In addition, a change in the composition of our Board of Directors that is not approved by the existing Board of Directors could trigger a default under our existing credit facilities.

These provisions may discourage, delay or make difficult a merger or acquisition of the Company, including a transaction that may offer a premium price for our common stock.

We will continue to incur increased costs as a result of being a publicly-traded company, including costs arising from the scrutiny of our business, practice and governance as a publicly-traded company.

As a U.S. public company, we are generally subject to the reporting and other requirements of applicable federal and state securities laws, rules and regulations and scrutiny by stockholders and proxy advisors. Compliance with these laws, rules and regulations and attending to stockholder requests, requires us to continue to incur significant legal, accounting and other expenses and costs, makes some activities more difficult, time-consuming or costly and increases demands on our systems and resources, and may continue to do so. For example, we recently expended significant time and resources in terminating our stockholder rights plan, creating a compensation recovery policy and an anti-hedging and anti-pledging policy, redesigning our executive compensation program and responding to other requests from our stockholders. We continue to implement strategic and board initiatives to comply with recent and updated best-practices related to our public company status and respond to stockholder feedback, and expect that will have to continue to allocate significant time and resources to such endeavors.

In addition, as a result of disclosure of information in filings required of a public company, our business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business, brand and reputation and results of operations.

Employee Risks

We depend on key management and technical personnel, the loss of whom could harm our business.

We depend on our key management and technical personnel. The loss of one or more key employees could materially and adversely affect us.

Our success also depends on our ability to attract and retain highly qualified technical, sales and marketing and management personnel necessary for the maintenance and expansion of our activities. We face strong competition for such personnel and may not be able to attract or retain such personnel. In addition, when we experience periods with little or no profits, a decrease in compensation based on our profits may make it difficult to attract and retain highly qualified personnel.

In order to attract and retain executives and other key employees, we must provide a competitive compensation package, including cash and stock-based compensation. Our primary form of stock-based compensation is restricted stock units (“RSUs”). We have issued a substantial number of RSUs in various forms to our management and staff. We cannot guarantee that such stock-based incentive awards are tax deductible. As a result, we may be required to pay additional tax on stock-based compensation to our employees.

If the anticipated value of our stock-based incentive awards does not materialize so that they cease to be viewed as valuable, if our profits decrease, or if our total compensation package is not viewed as competitive, our ability to attract, retain and motivate executives and key employees could be weakened. The failure to successfully hire and retain executives and key employees or the loss of any executives and key employees could have a significant impact on our operations.


21



Any work stoppage or interruption by employees could materially and adversely affect our business and financial condition.

A significant number of our employees are represented by labor unions and covered by collective bargaining agreements that will expire between 2019 and 2023. Although we believe that our relations with our employees are generally good, no assurance can be given that we will be able to successfully extend or renegotiate our collective bargaining agreements as they expire from time to time. If we fail to extend or renegotiate our collective bargaining agreements, if disputes with our unions arise, or if our unionized workers engage in a strike or other work stoppage or interruption, we could experience a significant disruption of, or inefficiencies in, our operations or incur higher labor costs, which could have a material adverse effect on our business, results of operations, financial position and liquidity.

Other Risks

Natural disasters could decrease our manufacturing capacity.

Some of our current manufacturing facilities are located in geographic regions that have experienced major natural disasters, such as earthquakes, floods and hurricanes. Our disaster recovery plan may not be adequate or effective. We do not carry earthquake insurance. Other insurance that we carry is limited in the risks covered and the amount of coverage. Our insurance would not be adequate to cover all of our resulting costs, business interruption and lost profits when a major natural disaster occurs. A natural disaster rendering one or more of our manufacturing facilities totally or partially unusable, whether or not covered by insurance, would materially and adversely affect our business and financial condition.

Climate change could materially and adversely affect our business.

We cannot predict the effects that climate change may have on our business. They might, for example:

•
depress or reverse economic development,
•
reduce the demand for construction,
•
increasing the cost and reducing the availability of wood products used in construction,
•
increase the cost and reduce the availability of raw materials and energy,
•
increase the cost and reduce the availability of insurance covering damage from natural disasters, and
•
lead to new laws and regulations that increase our expenses and reduce our sales.

Any of these consequences, and other consequences of climate change that we do not foresee, could materially and adversely affect our sales, profits and financial condition.

We may have exposure to greater than anticipated tax liabilities.

We provide guidance on our anticipated tax rates. Failure to meet these anticipated rates could cause us to miss analyst forecasts and could result in material declines in our stock price. Our future income taxes could be adversely affected by earnings being lower than anticipated in jurisdictions that have lower statutory tax rates and higher than anticipated in jurisdictions that have higher statutory tax rates, by changes in the valuation of our deferred tax assets and liabilities, as a result of changes in foreign tax exchanges, or changes in tax laws, regulations, or accounting principles, as well as certain discrete items. The determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment, and there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made.

On December 22, 2017, the U.S. Tax Cuts and Jobs Act of 2017 (the "Tax Reform Act") was signed into law. The impact of the Tax Reform Act and any future Treasury rules, regulations or guidance thereunder on our business and our stockholders is uncertain and could be adverse and cause our future results of operations and financial condition to differ materially from our expectations, estimates and assumptions disclosed in this Annual Report on Form 10-K or previously.

Contracts that we file as exhibits to our public reports contain recitals, representations and warranties that may not be factually correct.

The parties to any agreement or other instrument that we file as an exhibit to this or any other report did not necessarily intend that any recital, representation, warranty or other statement of purported fact in the instrument establish or confirm

22



any fact, even if it is worded as such. Often such statements are used to allocate contractual risk between the parties, and the statements often are subject to standards of materiality that differ from the standards applicable to our reports. In addition, such statements may have been qualified by other materials that we have not filed with (or incorporated by reference into) this or any other report or document. Such exhibits should be read in the context of our other disclosures in our reports and it should not be assumed that any statement, representation or warranty of any party is necessarily factually accurate.

Impairment charges on goodwill or other intangible assets adversely affect our financial position and results of operations.

We are required to perform impairment tests on our goodwill, indefinite-lived intangible assets and definite-lived intangible assets annually or at any time when events occur that could affect the value of such assets. To determine whether a goodwill impairment has occurred, we compare fair value of each of our reporting units with its carrying value. In the past, these tests have led us to incur significant impairment charges. Significant and unanticipated changes in circumstances, such as significant adverse changes in business climate, adverse actions by regulatory authorities, unanticipated competition, loss of key customers or changes in technology or markets, can require a charge for impairment that can materially and adversely affect our reported net income and our stockholders’ equity.

We rely on complex software systems and hosted applications to operate our business, and our business may be disrupted if we are unable to successfully/efficiently update these systems or convert to new systems.

We are increasingly dependent on technology systems to operate our business, reduce costs, and enhance customer service. These systems include complex software systems and hosted applications that are provided by third parties such as financial management and human capital management platforms from SAP America, Inc. and Workday, Inc. Software systems need to be updated on a regular basis with patches, bug fixes and other modifications. Hosted applications are subject to service availability and reliability of hosting environments. We also migrate from legacy systems to new systems from time to time. Maintaining existing software systems, implementing upgrades and converting to new systems are costly and require a significant allocation of personnel and other resources. The implementation of these systems upgrades and conversions is a complex and time-consuming project involving substantial expenditures for implementation activities, consultants, system hardware and software, often requires transforming our current business and financial processes to conform to new systems, and therefore, may take longer, be more disruptive, and cost more than forecast and may not be successful. If the implementation is delayed or otherwise is not successful, it may hinder our business operations and negatively affect our financial condition and results of operations. There are many factors that may materially and adversely affect the schedule, cost, and execution of the implementation process, including, without limitation, problems during the design and testing phases of new systems; system delays and malfunctions; the deviation by suppliers and contractors from the required performance under their contracts with us; the diversion of management attention from our daily operations to the implementation project; reworks due to unanticipated changes in business processes; difficulty in training employees in the operation of new systems and maintaining internal control while converting from legacy systems to new systems; and integration with our existing systems. Some of such factors may not be reasonably anticipated or may be beyond our control.

Failure of our internal control over financial reporting or our accounting systems could harm our business and financial results.

Because of the inherent limitations of internal control, our internal control over financial reporting might not detect or prevent misstatements of our consolidated financial statements on a timely basis. We have used accounting and other financial management software systems in connection with our operations. Defects in such systems or their implementation could result in errors in our consolidated financial statements. Our growth and entry into globally dispersed markets as well as periodic conversions from legacy software systems to new software systems puts significant additional pressure on our internal control. Failure to maintain an effective internal control could limit our ability to report our financial results accurately or to detect and prevent deficiencies timely, cause investors to lose confidence in the accuracy and completeness of our financial reports, and subject us to regulatory investigations and litigation. As a result, our business and the market price of our common stock could be materially and adversely affected.

Changes in accounting standards could materially and adversely affect our financial results.

The accounting rules applicable to public companies are subject to frequent revision. Future changes in accounting standards, guidance and interpretations could require us to change the way we measure revenue, expense or balance

23



sheet amounts, which could result in material and adverse change to our reported results of operations or financial condition.


Item 1B. Unresolved Staff Comments.
 
None.
 

Item 2. Properties.
 
We own our home office in Pleasanton, California, and our principal United States manufacturing facilities in Stockton and San Bernardino County, California, McKinney, Texas, West Chicago, Illinois, Columbus, Ohio, and Gallatin, Tennessee. The principal manufacturing facilities located outside the United States, the majority of which we own, are in Canada, France, Denmark, Germany, Poland, Switzerland, Sweden, Portugal and China. We also own and lease smaller manufacturing facilities, warehouses, research and development facilities and sales offices in the United States, the United Kingdom, Europe, Asia, Australia, New Zealand, and Chile. As of February 27, 2019, the Company’s owned and leased facilities were as follows:
 
 
 
Number
 
 
 
 
 
 
 
 
Of
 
Approximate Square Footage
 
 
Properties
 
Owned
 
Leased
 
Total
 
 
 
 
(in thousands of square feet)
North America
 
27

 
2,323

 
631

 
2,954

Europe
 
20

 
561

 
329

 
890

Asia/Pacific
 
10

 
175

 
75

 
250

Administrative and all other
 
1

 
89

 
—

 
89

Total
 
58

 
3,148

 
1,035

 
4,183

 
Our headquarters and principal executive offices are located in Pleasanton, California. We believe that our properties are maintained in good operating condition. Our manufacturing facilities are equipped with specialized equipment and use extensive automation. We consider our existing and planned facilities to be adequate for operations as currently conducted and as planned through 2018. Our leased facilities typically have renewal options and have expiration dates through 2028. We believe we will be able to extend leases on our various facilities as necessary, or as they expire. Currently, our manufacturing facilities are being operated with at least one full-time shift. Based on current information and subject to future events and circumstances, we anticipate that we may require additional facilities to accommodate possible future growth.
In November 2018, we sold our real estate in Vacaville, California and received net proceeds of $17.5 million, after closing costs and sales price adjustments. These properties are classified under the “Administrative & All other” segment.
 

Item 3. Legal Proceedings.

From time to time, the Company is involved in various legal proceedings and other matters arising in the normal course of business.

Corrosion, hydrogen enbrittlement, cracking, material hardness, wood pressure-treating chemicals, mis-installations, misuse, design and assembly flaws, manufacturing defects, labeling defects, product formula defects, inaccurate chemical mixes, adulteration, environmental conditions, or other factors can contribute to failure of fasteners, connectors, anchors, adhesives, specialty chemicals, such as fiber reinforced polymers, and tool products.  In addition, inaccuracies may occur in product information, descriptions and instructions found in catalogs, packaging, data sheets, and the Company’s website.

Certain of the legal proceedings in which we are involved are discussed under “Litigation and Potential Claims” in Note 14, “Commitments and Contingencies,” to the Company’s Consolidated Financial Statements, and are hereby incorporated by reference. The resolution of any claim or litigation is subject to inherent uncertainty and could have a material adverse effect on the Company’s financial condition, cash flows or results of operations.




24



Item 4. Mine Safety Disclosures.
 
Not applicable.
 

PART II
 

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

The information presented below is our historical data and not necessarily indicative of our future financial condition or results of operations.

The Company’s common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “SSD.”

Record Holders

As of February 19, 2019, there were 13,233 holders of record of the Company’s common stock. Because many of our shares of common stock are held by brokers and other nominees on behalf of stockholders, including in trust, we are unable to estimate the total number of stockholders represented by these record holders.

Dividends
 
Future dividends, if any, will be determined by the Company’s Board of Directors, based on the Company’s future earnings, cash flows, financial condition and other factors deemed relevant by the Board of Directors. See “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
 
Stock Performance Graph

This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information presented below is our historical data and not necessarily indicative of our future financial condition or results of operations.

The graph below compares the cumulative total stockholder return on the Company’s common stock from December 31, 2013, through December 31, 2018, with the cumulative total return on the S&P 500 Index (a broad equity market index), the Dow Jones U.S. Building Materials & Fixtures Index (a published industry or line-of-business index) and a Peer Group Index over the same period (assuming the investment of $100 in the Company’s common stock and in each of the indices on December 31, 2013, and reinvestment of all dividends into additional shares of the same class of equity securities at the frequency with which dividends are paid on such securities during the applicable fiscal year). To provide an additional comparison to our performance, we included an index consisting of companies in the building products or construction materials industries that are most comparable to us in terms of size and nature of operations, which group has also been referenced by us in connection with setting our executive compensation.

The Peer Group Index below consisted of AAON, Inc., PGT Innovations, Inc., Continental Building Products, Inc., Trex Company, Inc., Insteel Industries, Inc., Quanex Building Products Corp., American Woodmark Corp, Patrick Industries, Inc., Apogee Enterprises, Inc., U.S. Concrete, Inc., Gibraltar Industries, Inc., Eagle Materials Corp., Summit Material, LLC., Advanced Drainage System, Armstrong World Industries, Inc., and Masonite International Corp. In 2018, we added Advanced Drainage System, Armstrong World Industries, Inc., to the stock performance graph below to ensure that it continues to reflect an appropriate comparison to our business operations. During 2018, NCI Building Systems, Inc. acquired Ply Gem Holdings, Inc., both of which were included as our peer companies in 2017. These two companies are not included as peer companies this year. We review our peer companies annually against revenue, industry and other company characteristics and as a result, we no longer consider these companies to be peers as of the acquisition date. As a result of this review, we also added two new peer companies to the peer group this year Advanced Drainage Systems and Armstrong World Industries.


25




 a5yearcumulativeta02.jpg

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The table below presents the monthly repurchases of shares of our common stock in the fourth quarter of the fiscal year ended December 31, 2018.

 
(a)
 
(b)
 
(c)
 
(d)
 
Period
Total Number of Shares Purchased
 
Average Price Paid per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
 
Approximate Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
 
October 1 - October 31, 2018
528,100

 
$
68.26

 
528,100

 
$66.0 million
 
November 1 - November 30, 2018
220,359

 
$
56.65

 
220,359

 
$53.5 million
 
December 1 - December 31, 2018
221,634

 
$
56.48

 
221,634

 
$41.0 million
 
     Total
970,093

 
 
 
 
 
 
 

(1) 
Pursuant to the $275.0 million repurchase authorization that was publicly announced on August 1, 2017, and expired on December 31, 2018. See “Note 3 — Net Income per Share” to the Company’s Consolidated Financial Statements.

On January 28, 2019, the Company's Board of Directors authorized the Company to repurchase up to $100.0 million of the Company’s common stock. The authorization is in effect from January 1, 2019 through December 31, in 2019.


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Item 6. Selected Financial Data.
 
The following selected consolidated financial data should be read in conjunction with Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Company's Consolidated Financial Statements and the related Notes thereto appearing in Part II, Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K, including any discussion of presentation changes, accounting changes, business combinations or dispositions of business operations therein to fully understand factors that may affect the comparability of the information. Historical performance is not necessarily indicative of future results.

The consolidated statements of operations data for each of the years ended December 31, 2018, 2017 and 2016 and the consolidated balance sheets data as of December 31, 2018 and 2017 are derived from our audited consolidated financial statements of this Form 10-K. The consolidated statements of operations data for the years ended December 31, 2015 and 2014 and the consolidated balance sheets data as of December 31, 2016, 2015 and 2014 are derived from our audited consolidated financial statements, except as otherwise noted, that are not included in this Annual Report on Form 10-K. The information presented below is our historical data and not necessarily indicative of our future financial condition or results of operations. The financial data below includes the results of operations of acquired companies following their acquisition. The consolidated statements of operations data for the years ended December 31, 2015 and 2014 include reclassification adjustments to gross profit, operating expenses and operating income, that had no affect on net income for the years therein. For a summary of acquisitions that took place during the fiscal years ended December 31, 2018, 2017 and 2016, see “Note 10 — Acquisitions and Dispositions” to the Company’s Consolidated Financial Statements.

 
Years Ended December 31,
 (in thousands, except per-share data)
2018
2017
2016
2015
2014
Statement of Operations Data:
 

 

 

 

 

Net sales
$
1,078,809

$
977,025

$
860,661

$
794,059

$
752,148

Gross profit
480,519

443,381

409,880

356,406

339,211

Gross profit margin
44.5
%
45.4
%
47.6
%
44.9
%
45.1
%
Total operating expenses
312,080

305,626

269,450

246,976

238,793

Percentage of sales
28.9
%
31.3
%
31.3
%
31.1
%
31.7
%
Income from operations
172,332

137,915

141,210

109,819

100,213

Percentage of sales
16.0
%
14.1
%
16.4
%
13.8
%
13.3
%
Net income
$
126,633

$
92,617

$
89,734

$
67,888

$
63,531

Percentage of sales
11.7
%
9.5
%
10.4
%
8.5
%
8.4
%
Earnings per share of common stock:
 

 

 

 

 

Basic
$
2.74

$
1.95

$
1.87

$
1.39

$
1.30

Diluted
$
2.72

$
1.94

$
1.86

$
1.38

$
1.29

Cash dividends declared per share of common stock
$
0.870

$
0.810

$
0.700

$
0.620

$
0.545

 
 
 
 (in thousands)
2018
2017
2016
2015
2014
Balance Sheet Data:
 

 

 

 

 

Working capital
$
447,949

$
447,450

$
476,451

$
494,308

$
509,838

Property, plant and equipment, net
254,597

273,020

232,810

213,716

207,027

Goodwill
130,250

137,140

124,479

123,950

123,881

Total assets
1,021,663

1,037,523

979,974

961,309

973,065

Line of credit and long-term liabilities, including current portion
16,443

17,310

5,336

16,521

15,138

Total liabilities
166,149

152,745

114,132

111,485

109,600

Total stockholders’ equity
855,514

884,778

865,842

849,824

863,465

 

27




Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
The following is a discussion and analysis of the financial condition and results of operations, unless stated otherwise, for the Company for the fiscal years ended December 31, 2018, 2017 and 2016, and of certain factors that may affect the Company’s prospective financial condition and results of operations. The following discussion and analysis contain forward-looking statements as discussed in the “Note About Forward-Looking Statements” at the beginning of this Annual Report on Form 10-K and should be read in conjunction with the Company's Consolidated Financial Statements and related Notes included therein. In addition to our historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those plans, estimates, and beliefs. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report on Form 10-K, particularly "Item 1A — Risk Factors."

All comparisons below (which are generally indicated by words such as “increased,” “decreased,” “remained,” or “compared to”), unless otherwise noted, are comparing the year ended December 31, 2018 with the year ended December 31, 2017. In 2018, the Company recorded an out-of-period adjustment for the years ended December 31, 2017 and December 31, 2016, which increased cost of sales and decreased general and administrative expenses by $2.9 million and $2.6 million for the years ended December 31, 2017 and December 31, 2016, respectively. Such adjustment only applied to the North America segment, which resulted from recording certain depreciation expense on company-owned real estate as general and administrative expense rather than cost of goods sold. Income from operations and net income for the year ended December 31, 2017 as presented below were not affected by the adjustment. In 2018, the Company changed its presentation of its consolidated statement of operations to display foreign exchange gain (loss), net, as a separate item below income from operations. Foreign exchange gain (loss), net, was previously included in general and administrative expenses and in income from operations. Income before tax and net income for the years ended December 31, 2017 and December 31, 2016 presented below were not affected by the change in presentation.

Overview
 
We design, manufacture and sell building construction products that are of high quality and performance, easy to use and cost-effective for customers. We operate in three business segments determined by geographic region: North America, Europe and Asia/Pacific.

Our primary business strategy is to grow through increasing our market share and profitability in Europe; growing our share in the concrete space; and continuing to develop our software to support our core wood products offering while leveraging our strengths in engineering, sales and distribution, and our strong brand name. We believe these initiatives and objectives are crucial to not only offer a more complete solution to our customers and bolster our sales of core wood connector products, but also to mitigate the cyclicality of the U.S. housing market.

On October 30, 2017, we announced the 2020 Plan to provide additional transparency into our strategic plan and financial objectives. We remain focused on achieving our aggressive financial targets under the 2020 Plan, assuming (i) there are mid-single digit growth in U.S. housing starts and in the repair and remodel market, (ii) we can increase our market share and profitability in Europe, and (iii) we can gain market share for both our truss and concrete product offerings. Subject to future events and circumstances, our 2020 Plan is centered on three key aggressive operational objectives as further described below.

•
First, a continued focus on organic growth with a goal to achieve a net sales compound annual growth rate of approximately 8% (from $860.7 million reported in fiscal 2016) through fiscal 2020. Since 2016, net sales has grown at a compound annual growth rate of 12%.
•
Second, rationalizing our cost structure to improve company-wide profitability by reducing total operating expenses as a percentage of net sales from 31.8% in fiscal 2016 to a range of 26.0% to 27.0% by fiscal 2020. We expect to achieve this initiative, aside from top-line growth, through cost reduction measures in Europe and our concrete product line, zero-based budgeting for certain expense categories and a commitment to remaining headcount neutral (except in the production and sales departments to meet demands from sales growth). Offsetting these reductions will be the Company’s ongoing investment in its software initiatives as well as the expenses associated with our ongoing SAP implementation.
•
Third, improving our working capital management and overall balance sheet discipline primarily through the reduction of inventory levels as well as implementing Lean principles in many factories. With these efforts, we believe we could achieve an additional 25% to 30% reduction of our raw materials and finished goods inventory through 2020 without impacting day-to-day production and shipping procedures.


28



Many of our key operating initiatives stem from the 2020 Plan, including those focused on rationalizing our cost structure to drive improved profitability without sacrificing our competitive edge, on growing our market share and on improving our technologies and systems to provide best-in-class services to our customers.

Operating expenses as a percentage of net sales were 28.9% for the year ended 2018 and 31.3% for both years ended 2017 and 2016. In dollars, operating expenses for the year ended December 31, 2018 was $6.5 million above our operating expenses for the year ending December 31, 2017, which was mostly due to increased consulting and legal expenses, sales and sales agent commissions on increased sales volumes and SAP implementation expenses. In late 2017 and throughout 2018, we engaged a leading management consultant to perform an independent in-depth analysis of our operations, which contributed towards a reduction of expenses in 2018 and could potentially result in initiatives that reduce expenses beyond the 2020 Plan as well as improvements to net working capital. We will incur additional consulting expenses in 2019 due to these initiatives, and we expect all of the consulting fees we incurred in 2018 and will incur in 2019 for the leading management consultant will have a one-year or less pay back.

We believe our efforts to achieve the 2020 Plan will contribute to improved business performance and operating results, improve returns on invested capital and allow us to be more aggressive in repurchasing shares of our stock in the near-term. Through execution on the 2020 Plan, we expect by the end of fiscal year 2020 to achieve a return on invested capital (1) target within the range of 17% to 18% from 10.5% in 2016. The Company's return on invested capital was 14.3% for the fiscal year ended 2018.

We believe our ability to achieve industry-leading margins from a gross profit and operating income standpoint is due to the high level of value-added services that we provide to our customers. Aside from our strong brand recognition and trusted reputation, Simpson is unique due to our extensive product testing capabilities and our state-of-the-art test lab; strong customer support and education for engineers, builders and contractors; deep 40-plus year relationships with engineers that get our products specified on the blueprint and pulled through to the job site; product availability with delivery in typically 24 hours to 48 hours; and an active involvement with code officials to improve building codes and construction practices. Based on current information, we expect the competitive environment to be relatively stable with U.S. single-family housing to grow in the low to mid single digits for fiscal year 2019. For the purposes of defining our 2020 objectives, during years 2017 to 2020 we assume U.S. single-family housing starts growing as a percentage in the mid single digits on average, which should support a sustainable organic revenue growth outlook in North America for many of our products.

We have invested in our strategic initiative to sell engineered product solutions, to help us perform throughout all industry cycles, which we estimate supports approximately 40% of our connector and truss plate sales. In support of this effort, we acquired CG Visions, Inc. (“CG Visions”) in 2017, and completed our purchase of the LotSpec software asset and entered into a strategic software partnership with Hyphen Solutions ("Hyphen"), in 2018.

The LotSpec software asset is a suite of software applications that facilitate builders’ abilities to complete complex designs and do full take-offs in collaboration with our CG Visions software. Hyphen offers integrated information exchange between its software and our existing CG Visions' take-off platform to more efficiently create detailed plan estimates, designs and production specifications to automatically flow through to purchasing systems. We believe that the LotSpec software purchase and the Hyphen strategic partnership align well with our strategy to continue strengthening our value proposition by being the industry's trusted partner in construction solutions and building systems software.

While acquisitions were part of a dual-fold approach to growth in the past, our go-forward strategy will primarily focus on organic growth, supported by strategic capital investments in the business. As such, we will de-emphasize acquisitions activities going forward, especially in the concrete repair space. An exception may occur if the right opportunity were to arise in other areas of our business, such as in our core fastener space, which is the particular area where we believe it would be beneficial to gain additional production capacity to support our wood business or to enhance our wood and concrete product portfolio with additional value–added products.

Factors Affecting Our Results of Operations

Unlike lumber or other products that have a more direct correlation to housing starts, our products are used to a greater extent in areas that are subject to natural forces, such as seismic or wind events. Our products are generally used in a sequential process that follows the construction process. Residential and commercial construction begins with the foundation, followed by the wall and the roof systems, and then the installation of our products, which flow into a project or a house according to these schedules. Foundation product sales could be considered a leading indicator for our product sales.

Our sales also tend to be seasonal, with operating results varying from quarter to quarter. With some exceptions, our sales and income have historically been lower in the first and fourth quarters than in the second and third quarters of a fiscal year, as our

29



customers tend to purchase construction materials in the late spring and summer months for the construction season. In addition, weather conditions, such as extended cold or wet weather, which affect and sometimes delay installation of some of our products, could negatively affect our results of operations. Political and economic events can also affect our sales and profitability.

ERP Integration

In July 2016, our Board of Directors (the "Board") approved a plan to replace our current in-house enterprise resource planning ("ERP") and externally sourced accounting platforms with a fully integrated ERP platform from SAP America, Inc. ("SAP") in multiple phases by location over a period of four years at all facilities plus our headquarters, with a focus on configuring, instead of customizing, the standard SAP modules.

We went live with our first wave of the SAP implementation project in February of 2018. The first wave of the SAP implementation has taken longer than expected. As a result, we now believe the SAP implementation will be completed by the end of 2021, and associated costs will increase by approximately 15% from prior estimates. While we believe the SAP implementation will be beneficial to the Company over time, annual operating expenses are expected to increase from 2018 to 2024 as a result of the ERP project, partly due to the amortization of related capitalized costs. As of December 31, 2018, we have capitalized $16.6 million and expensed $13.1 million of the costs associated with the ERP project.

Business Segment Information

Our North America segment has generated revenues primarily from wood construction products compared to concrete construction products. Due to improved economic conditions, net sales in regions of the segment have trended up, including increases in housing starts, particularly in the north-western, south-western and south-eastern regions of the United States. Our wood product net sales increased 12.6% for the year ended December 31, 2018 compared to the year ended December 31, 2017, primarily due to increased sales volumes and an 11% price increase on a majority of our wood connector products sold in the United Stated effective in the third quarter of 2018. Our truss sales increased for the year ended 2018 due to increased sales volumes from customer conversions and unit sales prices. Our truss specialists are focusing on converting medium size truss customers to our design and management software in 2019, while continuing to support our smaller truss customers. To improve truss plate gross profit margins, we have relocated our truss manufacturing into our wood connector plants, which will increase efficiency and plant utilization in the wood connector plants. Our concrete construction product sales increased 18.3% for the year ended December 31, 2018 compared to the year ended December 31, 2017, mostly due to increased sales volumes and unit sales prices.

In late 2016, we collaborated with The Home Depot, Inc. (“The Home Depot”) to make available our mechanical anchor line of products in The Home Depot. This collaboration increased a portion of our finished goods inventory and we expect to continue to introduce our mechanical anchor line of products through approximately 1,900 of The Home Depot store locations by 2020. As of December 31, 2018, the product line had rolled out to 373 The Home Depot locations with another 400 expected by the end of the second quarter of 2019. The roll-out is occurring a much slower rate than expected due to space restrictions at The Home Depot stores. This slower roll-out; however, is not expected to affect our 2020 Plan target for compound annual sales growth. See “North America” below.

Our Europe segment generates more revenues from wood construction products than concrete construction products. Wood construction product sales decreased 6.5% for the year ended December 31, 2018 compared to the year ended December 31, 2017. Net sales on wood construction products for the year ended December 31, 2017 included $12.8 million of net sales provided by Gbo Fastening Systems' Poland and Romania, both of which were sold during the latter part of 2017. Concrete construction product sales are mostly project based, and net sales increased 7.4% for the year ended 2018 compared to the year ended 2017, primarily due to increased sales volumes. The roll-out of the complete line of of Gbo fastener products into the Nordic region and France is progressing as planned. We are increasing our wood connector sales presence in the Nordic region as expected, which will partially replace third-party suppliers and improve related profit margins. Operating expenses decreased $3.1 million for the year ended 2018 compared to the year ended 2017, partly due to the sale of Gbo Fastening Systems' Poland and Romania subsidiaries as well as other cost reductions measures. See “Europe” below.

Our Asia/Pacific segment has generated revenues from both wood and concrete construction products. We believe that the Asia/Pacific segment is not significant to our overall performance.


30



 
(1
)
When referred to above, the Company’s return on invested capital (“ROIC”) for a fiscal year is calculated based on (i) the net income of that year as presented in the Company’s consolidated statements of operations prepared pursuant to generally accepted accounting principles in the U.S. (“GAAP”), as divided by (ii) the average of the sum of the total stockholders’ equity and the total long-term liabilities at the beginning of and at the end of such year, as presented in the Company’s consolidated balance sheets prepared pursuant to GAAP for that applicable year. As such, the Company’s ROIC, a ratio or statistical measure, is calculated using exclusively financial measures presented in accordance with GAAP.

Business Outlook

Based on current information and subject to future events and circumstances:

•
The Company currently anticipates that the market price of steel will be flat during the first quarter of 2019.

•
The Company estimates that its full-year 2019 gross profit margin will be between approximately 44.5% and 45.5%.

•
The Company estimates that its full-year 2019 operating expenses, as a percentage of net sales, will be between approximately 27.5% and 28.5%.

•
The Company estimates that its 2019 full-year effective tax rate will be between approximately 25% to 27% including both federal and state income tax rates. The ultimate impact of the Tax Reform Act may differ materially from the Company’s estimates due to changes in the interpretations and assumptions made by the Company as well as additional regulatory guidance that may be issued and actions the Company may have taken or may take as a result of the Tax Cuts and Jobs Act, such as cash repatriation to the United States. The Company will continue to assess the expected impacts of the new tax law and provide additional disclosures at appropriate times.

Results of Operations
 
The following table sets forth, for the years indicated, the Company's operating results as a percentage of net sales for the years ended December 31, 2018, 2017 and 2016, respectively:

 
Years Ended December 31,
 
2018
 
2017
 
2016
Net sales
100.0
 %
 
100.0
 %
 
100.0
 %
Cost of sales
55.5
 %
 
54.6
 %
 
52.4
 %
Gross profit
44.5
 %
 
45.4
 %
 
47.6
 %
Research and development and other engineering
4.0
 %
 
4.9
 %
 
5.4
 %
Selling expense
10.2
 %
 
11.8
 %
 
11.4
 %
General and administrative expense
14.7
 %
 
14.6
 %
 
14.5
 %
Total operating expense
28.9
 %
 
31.3
 %
 
31.3
 %
Net gain on disposal of assets
(1.0
)%
 
—
 %
 
(0.1
)%
Impairment of goodwill
0.6
 %
 
—
 %
 
—
 %
Income from operations
16.0
 %
 
14.1
 %
 
16.4
 %
Loss in equity investment, before tax
—
 %
 
—
 %
 
—
 %
Foreign exchange gain (loss)
—
 %
 
0.1
 %
 
(0.2
)%
Interest expense, net
(0.1
)%
 
(0.1
)%
 
(0.1
)%
Gain on bargain purchase of a business
—
 %
 
0.6
 %
 
—
 %
Loss on disposal of a business
—
 %
 
—
 %
 
—
 %
Income before taxes
15.9
 %
 
14.8
 %
 
16.1
 %
Provision for income taxes
4.2
 %
 
5.3
 %
 
5.7
 %
Net income
11.7
 %
 
9.5
 %
 
10.4
 %




31



Comparison of the Years Ended December 31, 2018 and 2017
 
Unless otherwise stated, the results announced below, when providing comparisons (which are generally indicated by words such as “increased,” “decreased,” “unchanged” or “compared to”), compare the results of operations for the year ended December 31, 2018, against the results of operations for the year ended December 31, 2017. Unless otherwise stated, the results announced below, when referencing “both years,” refer to the year ended December 31, 2017 and the year ended December 31, 2018. To avoid fractional percentages, all percentages presented below were rounded to the nearest whole number.

The following table shows the change in the Company’s operations from 2017 to 2018, and the increases or decreases for each category by segment:
  
 
 
 
Increase (Decrease) in Operating Segment
 
 
 
 
 
North America
 
 
 
Asia/
Pacific
 
Admin &
All Other
 
 
 (in thousands)
2017
 
 
Europe
 
 
 
2018
Net sales
$
977,025

 
$
106,890

 
$
(6,128
)
 
$
1,022

 
$
—

 
$
1,078,809

Cost of sales
533,644

 
68,120

 
(3,307
)
 
(93
)
 
(74
)
 
598,290

   Gross profit
443,381

 
38,770

 
(2,821
)
 
1,115

 
74

 
480,519

Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Research and development and other engineering expense
47,616

 
(3,728
)
 
(1,166
)
 
244

 
90

 
43,056

Selling expense
114,903

 
(1,418
)
 
(3,917
)
 
169

 
194

 
109,931

General and administrative expense
143,107

 
13,467

 
1,950

 
(74
)
 
643

 
159,093

   Operating expenses
305,626

 
8,321

 
(3,133
)
 
339

 
927

 
312,080

Net gain (loss) on disposal of assets
(160
)
 
(1,009
)
 
(624
)
 
32

 
(8,818
)
 
(10,579
)
Impairment of goodwill
—

 
—

 
6,686

 
—

 
—

 
6,686

Income from operations
137,915

 
31,458

 
(5,750
)
 
744

 
7,965

 
172,332

Loss in equity investment, before tax
(86
)
 
23

 
—

 
—

 
—

 
(63
)
Foreign exchange gain
1,252

 
2,359

 
(3,026
)
 
161

 
(316
)
 
430

Interest expense, net
(788
)
 
(341
)
 
126

 
(185
)
 
617

 
(571
)
Gain on bargain purchase of a business
6,336

 
—

 
(6,336
)
 
—

 
—

 
—

Loss on disposal of a business
(211
)
 
—

 
211

 
—

 
—

 
—

Income before income taxes
144,418

 
33,499

 
(14,775
)
 
720

 
8,266

 
172,128

Provision for income taxes
51,801

 
(7,796
)
 
822

 
(305
)
 
973

 
45,495

Net income
$
92,617

 
$
41,295

 
$
(15,597
)
 
$
1,025

 
$
7,293

 
$
126,633

 
Net Sales increased 10.4% to $1,078.8 million from $977.0 million. Net sales to contractor distributors, dealer distributors, home centers and lumber dealers increased primarily due to increased home construction activity and average net sales unit prices. Wood construction product net sales, including sales of connectors, truss plates, fastening systems, fasteners and shearwalls, represented 85% of the Company's total net sales in both years. Concrete construction product net sales, including sales of adhesives, chemicals, mechanical anchors, powder actuated tools and reinforcing fiber materials, represented 15% of the Company's total net sales in both years.

Gross profit increased to $480.5 million from $443.4 million. Gross profit margins decreased to 44.5% from 45.4%, which was lower than our expected gross profit margins of 45.5% to 46.5%. This was due to an unexpected sharp decline in net sales and increased labor and factory and tooling costs during December 2018 resulting in increases in factory, material and labor costs as a percentage of net sales. The gross profit margins, including some intersegment expenses, which were eliminated in consolidation, and excluding other expenses that are allocated according to product group, decreased to 45.2% from 46.5% for wood construction products and increased to 37.1% from 34.7%, respectively.

Research and development and engineering expense decreased 9.6% to $43.1 million from $47.6 million, primarily due to decreases of $2.1 million in personnel costs, $1.0 million in severance expenses, $0.6 million in cash profit sharing on lower operating income and $0.2 million in professional fees.


32



Selling expense decreased 4.3% to $109.9 million from $114.9 million primarily due to decreases of $2.4 million in personnel costs, $2.1 million in advertising and promotional costs, $1.9 million in severance expense and $1.0 million in stock-based compensation expense, which was partly offset by an increase of $2.6 million in sales and agent commissions.

General and administrative expense increased 11.2% to $159.1 million from $143.1 million, primarily due to increases of $13.2 million in consulting and legal expenses, $3.3 million in depreciation expense, $0.5 million in bad debt expense and $0.4 million in subscription, licensing, maintenance and hosting fees, which was partly offset by decreases of $1.0 million in personnel costs and $0.6 million in stock-based compensation. Included in general and administrative expense are costs associated with the SAP implementation of $6.5 million, an increase of $3.3 million over the prior year. These expenses were primarily for professional fees and 2018 included $1.6 million in incremental related amortization expense.

Gain on sale of assets - In November 2018, the Company sold a facility that was previously leased exclusively to a third party. The Company received net proceeds of $17.5 million, which resulted in a gain of $8.8 million. In 2016, an eminent domain claim was exercised on land owned by the Company and included an offer for loss of property. The Company challenged the offer, which resulted in the Company receiving an additional $1.0 million in the first quarter of 2018 for the taking of the land, which occurred in 2016.

Impairment of goodwill - The Company completed its 2018 annual goodwill impairment analysis in the fourth quarter of 2018 and it resulted in the impairment charge of $6.7 million associated with assets acquired in Denmark in 2001. The impairment was due to a reduction in expected future operating profits for the reporting unit alone, and not for the Company as a whole, and as a result, the goodwill of the Denmark reporting unit was fully impaired. The Company’s 2018 annual goodwill impairment analysis did not result in additional impairment of goodwill. See “Critical Accounting Policies and Estimates — Goodwill Impairment Testing."

Our effective income tax rate decreased to 26.4% from 35.9%, primarily due to the Tax Reform Act, which reduced the United States statutory federal corporate tax rate from 35% to 21%. The effective income tax rate for the year ended December 31, 2017 was also reduced by a nonrecurring gain on a bargain purchase related to the Gbo Fastening Systems acquisition, which was not taxable. The effective income tax rate for the year ended December 31, 2018 was increased by a nonrecurring impairment of goodwill related to the Europe segment, which was also not taxable.

Net income was $126.6 million compared to $92.6 million. Diluted net income per share of common stock was $2.72 compared to $1.94. The $92.6 million consolidated net income for the year ended December 31, 2017 included a $6.3 million nonrecurring gain on a bargain purchase of a business, which increased diluted earnings per share for the same period by $0.13.

Net Sales

The following table shows net sales by segment for the years ended December 31, 2017 and 2018, respectively:
  
(in thousands)
North
America
 
Europe
 
Asia/
Pacific
 
Total
December 31, 2017
$
803,697

 
$
165,155

 
$
8,173

 
$
977,025

December 31, 2018
910,587

 
159,027

 
9,195

 
1,078,809

Increase (decrease)
$
106,890

 
$
(6,128
)
 
$
1,022

 
$
101,784

Percentage increase (decrease)
13.3
%
 
(3.7
)%
 
12.5
%
 
10.4
%
 
The following table shows segment net sales as percentages of total net sales for the years ended December 31, 2017 and 2018, respectively:
 
 
North
America
 
Europe
 
Asia/
Pacific
 
Total
Percentage of total 2017 net sales
82
%
 
17
%
 
1
%
 
100
%
Percentage of total 2018 net sales
84
%
 
15
%
 
1
%
 
100
%

Gross Profit
 
The following table shows gross profit by segment for the years ended December 31, 2017 and 2018, respectively:
 

33



(in thousands)
North
America
 
Europe
 
Asia/
Pacific
 
Admin &
All Other
 
Total
December 31, 2017
$
383,282

 
$
58,973

 
$
971

 
$
155

 
$
443,381

December 31, 2018
422,053

 
56,152

 
2,085

 
229

 
480,519

Increase (decrease)
$
38,771

 
$
(2,821
)
 
$
1,114

 
$
74

 
$
37,138

Percentage increase (decrease)
10.1
%
 
(4.8
)%
 
*
 
*
 
8.4
%
* The statistic is not meaningful or material.

The following table shows gross profit percentages by segment for the years ended December 31, 2017 and 2018, respectively:
 
 
North
America
 
Europe
 
Asia/
Pacific
 
Admin &
All Other
 
Total
2017 gross profit percentage
48
%
 
36
%
 
12
%
 
*
 
46
%
2018 gross profit percentage
46
%
 
35
%
 
23
%
 
*
 
45
%
* The statistic is not meaningful or material.

North America

•
Net sales increased 13.3% mostly due to increased sales volume and average unit price in the United States. Canada's net sales increased primarily due to increased sales volumes and were not significantly affected by foreign currency translation.

•
Gross profit margin decreased to 46.3% from 47.7%, primarily due to increased material, labor and shipping costs, as a percentage of net sales, partly offset by decreased factory and overhead costs as a percentage of net sales.

•
Research and development and engineering expense decreased $3.7 million primarily due to decreases of $2.1 million in personnel costs, $0.5 million in severance expense, $0.5 million in cash profit sharing expense and $0.4 million in professional fees.

•
Selling expense decreased $1.4 million, primarily due to decreases of $1.7 million in advertising expense, $0.8 million in stock-based compensation expense, $0.8 million in severance expense and $0.3 million in personnel costs, partly offset by an increase of $1.6 million in sales and agent commissions.

•
General and administrative expense increased $13.5 million, primarily due to increases of $13.9 million in consulting and legal expenses, $3.3 million in depreciation expense, $1.1 million mostly in software subscription, licensing, maintenance and hosting fees and $0.2 million in bad debt expense, partly offset by decreases of $1.8 million in severance expense, $1.7 million in stock-based compensation and $1.1 million in personnel costs. Included in general and administrative expense are costs associated with the SAP implementation of $6.4 million, an increase of $4.1 million over the prior year quarter. These expenses were primarily for professional fees.

•
Income from operations increased $31.5 million, mostly due to increased gross profit, which were partially offset by higher operating expenses. Severance expenses of $3.6 million were recorded in 2017.

Europe

•
Net sales decreased 3.7% primarily due to reduced sales volume as a result of the late 2017 sale of Gbo Fastening Systems' Poland and Romania subsidiaries (acquired in January 2017), which contributed $12.8 million in net sales for the year ended December 31, 2017. Net sales were positively affected by approximately $4.9 million in foreign currency translations, primarily related to the strengthening of the Euro, British pound, Danish Kroner and Polish zloty against the United States dollar.

•
Gross profit margin decreased to 35.3% from 35.7% primarily due to increased factory and overhead and warehousing costs, partly offset by decreased material and labor costs.

•
Research and development and engineering expense decreased $1.2 million primarily due to decreases of $0.5 million in personnel costs and $0.5 million in severance expenses, partly offset by an increase of $0.2 million in professional fees.


34



•
Selling expense decreased $3.9 million primarily due to decreases of $2.2 million in personnel costs, $1.2 million in severance expenses, $0.4 million mostly for advertising costs and $0.2 million in stock-based compensation expense.

•
General and administrative expense increased $1.9 million primarily due to increases of $2.5 million in personnel costs, including $1.7 million in severance expense, $0.5 million in amortization expenses and $0.2 million in bad debt expense, partly offset by decreases of $1.1 million of consulting fees and $0.5 million mostly for software subscription, licensing, maintenance and hosting fees. Included in general and administrative expense are costs associated with the SAP implementation of $1.9 million, an increase of $0.8 million over the prior year quarter. These expenses were primarily for professional fees.

•
Impairment of goodwill - The impairment charge of $6.7 million taken in the fourth quarter of 2018 was associated with assets acquired in Denmark in 2001, and as a result, the goodwill of the Denmark reporting unit was fully impaired. The impairment resulted from a reduction in expected future operating profits of the reporting unit, but not for Europe as a whole. The Company’s 2018 annual goodwill impairment analysis did not result in additional impairment of goodwill for other reporting units. See “Critical Accounting Policies and Estimates — Goodwill Impairment Testing."

•
Income from operations decreased $5.8 million, mostly due to a $6.7 million impairment of goodwill.

Asia/Pacific

•
For information about the Company's Asia/Pacific segment, please refer to the table above setting forth changes in our operating results for the years ended December 31, 2018 and 2017.

Administrative and All Other

•
Gain on sale of assets - In November 2018, the Company sold a facility that was previously leased exclusively to a third party. The Company received net proceeds of $17.5 million, which resulted in a gain of $8.8 million.

Comparison of the Years Ended December 31, 2017 and 2016
 
Unless otherwise stated, the results announced below, when providing comparisons (which are generally indicated by words such as “increased,” “decreased,” “unchanged” or “compared to”), compare the results of operations for the year ended December 31, 2017, against the results of operations for the year ended December 31, 2016. Unless otherwise stated, the results announced below, when referencing “both years,” refer to the year ended December 31, 2016 and the year ended December 31, 2017. To avoid fractional percentages, all percentages presented below were rounded to the nearest whole number.

35




The following table shows the change in the Company’s operations from 2016 to 2017, and the increases or decreases for each category by segment:
  
 
 
 
Increase (Decrease) in Operating Segment
 
 
 
 
 
North America
 
 
 
Asia/
Pacific
 
Admin &
All Other
 
 
 (in thousands)
2016
 
 
Europe
 
 
 
2017
Net sales
$
860,661

 
$
61,676

 
$
53,881

 
$
807

 
$
—

 
$
977,025

Cost of sales
450,781

 
41,581

 
38,946

 
2,255

 
81

 
533,644

Gross profit
409,880

 
20,095

 
14,935

 
(1,448
)
 
(81
)
 
443,381

Research and development and other engineering expense
46,248

 
201

 
1,224

 
6

 
(63
)
 
47,616

Selling expense
98,343

 
8,042

 
8,268

 
227

 
23

 
114,903

General and administrative expense
124,859

 
15,553

 
4,853

 
(1,103
)
 
(1,055
)
 
143,107

   Operating expenses
269,450

 
23,796

 
14,345

 
(870
)
 
(1,095
)
 
305,626

Gain on sale of assets
(780
)
 
769

 
(18
)
 
(67
)
 
(64
)
 
(160
)
Income from operations
141,210

 
(4,470
)
 
608

 
(511
)
 
1,078

 
137,915

Loss in equity method, before tax
—

 
(86
)
 
—

 
—

 
—

 
(86
)
Foreign exchange gain (loss)
(1,733
)
 
(200
)
 
2,918

 
(450
)
 
717

 
1,252

Interest expense, net
(577
)
 
89

 
(204
)
 
63

 
(159
)
 
(788
)
Gain on bargain purchase of a business
—

 
—

 
6,336

 
—

 
—

 
6,336

Loss on disposal of a business
—

 
—

 
(211
)
 
—

 
—

 
(211
)
Income before income taxes
138,900

 
(4,667
)
 
9,447

 
(898
)
 
1,636

 
144,418

Provision for income taxes
49,166

 
4,278

 
697

 
(302
)
 
(2,038
)
 
51,801

Net income
$
89,734

 
$
(8,945
)
 
$
8,750

 
$
(596
)
 
$
3,674

 
$
92,617

 
Net Sales increased 13.5% to $977.0 million from $860.7 million. Recently acquired businesses accounted for $47.9 million (41%) of the increase in net sales. Net sales to contractor distributors, lumber dealers, dealer distributors and home centers increased primarily due to increased home construction activity and average net sales unit prices. Wood construction product net sales, including sales of connectors, truss plates, fastening systems, fasteners and shearwalls, represented 85% of the Company's total net sales in both years. Concrete construction product net sales, including sales of adhesives, chemicals, mechanical anchors, powder actuated tools and reinforcing fiber materials, represented 15% of the Company's total net sales in both years.

Gross profit increased to $443.4 million from $409.9 million. Gross profit margins decreased to 45.4% from 47.6%. Recently acquired businesses had an average gross profit margin of 30% for the year ended 2017. The gross profit margins, including some intersegment expenses, which were eliminated in consolidation, and excluding other expenses that are allocated according to product group, decreased to 47% from 49% for wood construction products and remained at 35% for both years for concrete construction products.

Research and development and engineering expense increased 3.0% to $47.6 million from $46.2 million, primarily due to increases of $2.2 million in personnel costs mainly attributable to the addition of staff and pay rate increases instituted on January 1, 2017, and $1.2 million in severance expenses, partly offset by a decreases of $1.4 million in professional fees and $0.8 million in cash profit sharing on lower operating income.

Selling expense increased 16.8% to $114.9 million from $98.3 million primarily due to increases of $10.3 million in personnel costs mostly related to recent acquisitions and the addition of staff and pay rate increases instituted on January 1, 2017, $3.1 million in advertising costs, $2.0 million in severance expenses, $0.7 million in depreciation expense, $0.3 million in donation expense, $0.3 million in facility expenses and $0.2 million in computer and phone expenses, which was partly offset by a decrease of $0.9 million in cash profit sharing expense. Recent acquisitions increased selling expense by $7.2 million.

General and administrative expense increased 14.6% to $143.1 million from $124.9 million, primarily due to increases of $10.3 million in personnel costs mostly related to recent acquisitions and the addition of staff and pay rate increases instituted on January 1, 2017, $6.5 million in legal and professional fees mostly related to strategic initiatives such as software and systems integration and compensation and governance changes, $3.7 million in software licensing, maintenance and hosting fees, $1.8 million in depreciation expense and $2.0 million in severance expenses, which was partly offset by a decrease of $6.0 million in cash profit

36



sharing expense on lower operating income and reduced payouts under our executive officer cash profit sharing plan and $0.4 million in stock-based compensation. Recently acquired businesses were responsible for $11.2 million of the total increase in general and administrative expenses.

Gain on bargain purchase of a business - On January 3, 2017, we acquired Gbo Fastening Systems for approximately $10.2 million. This transaction was recorded as a business combination in accordance with the business acquisition method. We recorded a bargain purchase gain of $6.3 million, which represents the fair value of the net assets acquired and liabilities assumed over the consideration exchanged as of the acquisition date. This nonrecurring, non-operating income gain is included in the line item “Gain (adjustment) on bargain purchase of a business” in our results of operations for 2017.

Loss on disposal of a business - In 2017, we sold all of the outstanding shares of Gbo Poland and Gbo Romania for approximately $10.2 million, resulting in a loss of $0.2 million. In February 2018, post-closing adjustments were finalized, which resulted in the Company receiving an additional $69 thousand in sales proceeds.

Our effective income tax rate increased to 36% from 35%, primarily due to the Tax Reform Act toll tax (repatriation), partly offset by a decrease in the deferred tax liability due to the December 31, 2017 re-measurement the liability using the new 21% U.S. corporate tax rate.

Net income was $92.6 million compared to $89.7 million. Diluted net income per share of common stock was $1.94 compared to $1.86. The increase in net income was primarily due to the $6.3 million nonrecurring bargain purchase gain (see "Gain on bargain purchase of a business" above), which increased diluted net income by $0.13 per share of common stock.

Net Sales

The following table shows net sales by segment for the years ended December 31, 2016 and 2017, respectively:
  
(in thousands)
North
America
 
Europe
 
Asia/
Pacific
 
Total
December 31, 2016
$
742,021

 
$
111,274

 
$
7,366

 
$
860,661

December 31, 2017
803,697

 
165,155

 
8,173

 
977,025

Increase
$
61,676

 
$
53,881

 
$
807

 
$
116,364

Percentage increase
8.3
%
 
48.4
%
 
11.0
%
 
13.5
%
 
The following table shows segment net sales as percentages of total net sales for the years ended December 31, 2016 and 2017, respectively:
 
 
North
America
 
Europe
 
Asia/
Pacific
 
Total
Percentage of total 2016 net sales
86
%
 
13
%
 
1
%
 
100
%
Percentage of total 2017 net sales
82
%
 
17
%
 
1
%
 
100
%

Gross Profit
 
The following table shows gross profit by segment for the years ended December 31, 2016 and 2017, respectively:
 
(in thousands)
North
America
 
Europe
 
Asia/
Pacific
 
Admin &
All Other
 
Total
December 31, 2016
$
363,187

 
$
44,038

 
$
2,419

 
$
236

 
$
409,880

December 31, 2017
383,282

 
58,973

 
971

 
155

 
443,381

Increase (decrease)
$
20,095

 
$
14,935

 
$
(1,448
)
 
$
(81
)
 
$
33,501

Percentage increase (decrease)
5.5
%
 
33.9
%
 
*
 
*
 
8.2
%
* The statistic is not meaningful or material.


37



The following table shows gross profit percentages by segment for the years ended December 31, 2016 and 2017, respectively:
 
 
North
America
 
Europe
 
Asia/
Pacific
 
Admin &
All Other
 
Total
2016 gross profit percentage
48.9
%
 
39.6
%
 
32.8
%
 
*
 
47.6
%
2017 gross profit percentage
47.7
%
 
35.7
%
 
11.9
%
 
*
 
45.4
%
* The statistic is not meaningful or material.

North America

•
Net sales increased 8.3% mostly due to increased average unit price in the United States and increased overall sales volumes. Canada's net sales increased primarily due to increased sales volumes on flat average net sales unit prices. Canada's net sales were not significantly affected by foreign currency translation. The recent North America acquisition increased net sales by $5.8 million.

•
Gross profit margin decreased to 47.7% from 48.9% due to increased material, factory and overhead expenses and labor expenses, which was partly offset by the effect of increased average net sales unit prices.

•
Research and development and engineering expense increased $0.2 million primarily due to increases of $1.5 million in personnel costs mainly related to the addition of staff and pay rate increases instituted on January 1, 2017, and $0.6 million in severance expenses, partly offset by a decreases of $1.4 million in consulting fees and $0.9 million in cash profit sharing expense.

•
Selling expense increased $8.0 million, primarily due to increases of $4.5 million in personnel costs mostly related to the addition of staff and pay rate increases instituted on January 1, 2017, $2.4 million in advertising expense mostly in point of purchase advertising, trade show and sale promotion costs, $0.8 million in severance expenses, $0.7 million in depreciation expense and $0.3 million in donation expense, partly offset by a decrease of $1.0 million in cash profit sharing costs on lower operating income.

•
General and administrative expense increased $15.6 million, primarily due to increases of $6.9 million in personnel costs, mostly related to the North America acquisition and the addition of staff and pay rate increases instituted on January 1, 2017, $6.4 million in legal and professional fees, mostly related to strategic initiatives such as software and systems integration and compensation and governance changes, $2.6 million mostly in software licensing, maintenance and hosting fees, $2.3 million in depreciation expense, $1.8 million in severance expenses, $0.6 million in intangible amortization expense and $0.5 million in stock-based compensation, partly offset by a decrease of $3.8 million in cash profit sharing expense. The recent North America acquisition increased general and administrative expense by $6.5 million.

•
Income from operations decreased $4.5 million, mostly due to increased operating expenses, which were partially offset by higher gross profit. Severance expenses of $3.6 million were recorded in 2017.

Europe

•
Net sales increased 48% primarily due acquired net sales of $42.1 million, which accounted for 78% of the total increase. Net sales were positively affected by approximately $1.4 million in foreign currency translations primarily related to the strengthening of the Euro, Polish zloty and Danish Kroner against the United States dollar.

•
Gross profit margin decreased to 36% from 40% primarily due to our recent Europe acquisitions. The acquired businesses in Europe had an average gross profit margin of 20% in 2017.

•
Research and development and engineering expense increased $1.2 million primarily due to increases of $0.6 million in severance expenses and $0.5 million in personnel costs mainly related to the addition of staff and pay rate increases instituted on January 1, 2017.

•
Selling expense increased $8.3 million primarily due to an increase of $5.4 million in personnel costs mostly related to acquisitions and the addition of staff, $1.2 million in severance expenses, $0.6 million mostly in advertising costs, $0.3 million in facility expenses and $0.2 million in agent commissions. The recent Europe acquisitions increased selling expense by $6.6 million.


38



•
General and administrative expense increased $1.9 million primarily due to increases of $2.4 million in personnel costs, mostly related to the addition of staff and pay rate increases instituted on January 1, 2017, $1.0 million in computer expenses mostly in software licensing and data processing fees, $0.6 million in cash profit sharing expense, $0.2 million in severance expenses, $0.2 million in stock based compensation and $0.2 million in professional fees, partly offset by a decrease in amortization expense of $0.5 million as well as the benefit from $2.9 million in net foreign currency translation in the current period. Recent Europe acquisitions increased general and administrative expense by $4.7 million.

•
Income from operations increased $3.5 million, mostly due to increased gross profits, which were partially offset by higher operating expenses, which included $2.0 million in severance expenses.

Asia/Pacific

•
For information about the Company's Asia/Pacific segment, please refer to the table above setting forth changes in our operating results for the years ended December 31, 2017 and 2016.

Administrative and All Other

•
General and administrative expenses decreased, primarily due to a decreases of $2.8 million in cash profit sharing expense, partly offset by an increase of $1.3 million in personnel costs.

 

Critical Accounting Policies and Estimates
 
The critical accounting policies described below affect the Company’s more significant judgments and estimates used in the preparation of the Company's Consolidated Financial Statements. If the Company’s business conditions change or if it uses different assumptions or estimates in the application of these and other accounting policies, the Company’s future results of operations could be adversely affected.
 
Inventory Valuation
 
Inventories are stated at the lower of cost or net realizable value (market). Cost includes all costs incurred in bringing each product to its present location and condition, as follows:
 
•
Raw materials and purchased finished goods — principally valued at cost determined on a weighted average basis; and
•
In-process products and finished goods — cost of direct materials and labor plus attributable overhead based on a normal level of activity.
 
The Company applies net realizable value and obsolescence to the gross value of inventory. The Company estimates net realizable value based on estimated selling price less further costs to completion and disposal. The Company impairs slow-moving products by comparing inventories on hand to projected demand. If on-hand supply of a product exceeds projected demand or if the Company believes the product is no longer marketable, the product is considered obsolete inventory. The Company revalues obsolete inventory to its net realizable value. The Company has consistently applied this methodology. The Company believes that this approach is prudent and makes suitable impairments for slow-moving and obsolete inventory. When impairments are established, a new cost basis of the inventory is created. Unexpected change in market demand, building codes or buyer preferences could reduce the rate of inventory turnover and require the Company to recognize more obsolete inventory.
 
Business Combinations
 
The Company recognizes separately from goodwill or any gain from a bargain purchase the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the assets acquired and the liabilities assumed. A gain on a bargain purchase as of the acquisition date is measured as the excess of the net of the fair value of the assets acquired less liabilities assumed and consideration transferred. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. On the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever

39



comes first, the Company records subsequent adjustments, if any, to its consolidated statements of operations. None of the subsequent adjustments for the fiscal years ended 2016, 2017 and 2018 were material.
 
Accounting for business combinations requires the Company’s management to make significant estimates and assumptions, especially at the acquisition date with respect to intangible assets. Although the Company believes that the assumptions and estimates it has made in the past have been reasonable and appropriate, they are based in part on historical experience and information obtained from the management of the acquired companies and are inherently uncertain.
 
Examples of critical estimates in valuing certain of the intangible assets that the Company has acquired include:
 
•
Future expected cash flows from customer relationships and acquired unpatented technologies and patents;
•
The acquired company’s brand and competitive position and assumptions about the period of time the acquired brand will continue to be used in the combined company’s product portfolio; and
•
Discount rates.
 
Unanticipated events and circumstances may affect the accuracy or validity of such assumptions, estimates or actual results.
 
For a given acquisition, the Company may identify pre-acquisition contingencies as of the acquisition date and may extend its review and evaluation of these pre-acquisition contingencies throughout the measurement period (up to one year from the acquisition date) to obtain sufficient information to assess whether the Company includes these contingencies as a part of the purchase price allocation and, if so, to determine their estimated amounts.
 
If the Company determines that a pre-acquisition contingency (that is not income-tax related) is probable and estimable as of the acquisition date, the Company records its best estimate for such a contingency as a part of the preliminary purchase price allocation. The Company often continues to gather information and evaluate its pre-acquisition contingencies throughout the measurement period. If the Company changes the amounts recorded or identifies additional pre-acquisition contingencies during the measurement period, such amounts are included in the purchase price allocation during the measurement period and, subsequently, in the Company’s results of operations.

In addition, the Company estimates uncertain tax positions and income tax related valuation allowances assumed in connection with a business combination initially as of the acquisition date. The Company reevaluates these items quarterly with any adjustments to its preliminary estimates being recorded to goodwill if the Company is within the measurement period. The Company continues to collect information to determine estimated values. Subsequent to the measurement period or the Company’s final determination of the uncertain tax positions estimated value or tax-related valuation allowances, whichever comes first, changes to these uncertain tax positions and tax-related valuation allowances will affect the Company’s provision for income taxes in its consolidated statement of operations and could have a material effect on the Company’s results of operations and financial position.
 
Goodwill Impairment Testing
 
The Company tests goodwill for impairment at the reporting unit level on an annual basis (in the fourth quarter for the Company). The Company also reviews goodwill for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or disposition or relocation of a significant portion of a reporting unit.
 
The reporting unit level is generally one level below the operating segment, which is at the country level, except for the United States, Australia and S&P Clever reporting units.
 
The Company determined that the United States reporting unit includes four components: Northwest United States, Southwest United States, Northeast United States and Southeast United States (collectively, the “U.S. Components”). The Company aggregates the U.S. Components into a single reporting unit because management concluded that they are economically similar and that the goodwill is recoverable from the U.S. Components working in concert. The U.S. Components are economically similar because of a number of factors, including selling similar products to shared customers and sharing assets and services such as intellectual property, manufacturing assets for certain products, research and development projects, manufacturing processes, management of inventory excesses and shortages and administrative services. These activities are managed centrally at the U.S. Components level and costs are allocated among the four U.S. Components.
 
The Company determined that the Australia reporting unit includes three components: Australia, New Zealand, and United Arab Emirates (collectively, the “AU Components”). The Company aggregates the AU Components into a single reporting unit because management concluded that they are economically similar and that the goodwill is recoverable from the AU Components working

40



in concert. The AU Components are economically similar because of a number of factors, including that New Zealand, and United Arab Emirates operate as extensions of their Australian parent company selling similar products and sharing assets and services such as intellectual property, manufacturing assets for certain products, management of inventory excesses and shortages and administrative services. These activities are managed centrally at the AU Components level and costs are allocated among the AU Components.
 
The Company determined that the S&P Clever reporting unit includes ten components: S&P Switzerland, S&P Poland, S&P Austria, S&P The Netherlands, S&P Portugal, S&P Germany, S&P France, Socom, S&P Nordic and S&P Spain (collectively, the "S&P Components”). The Company aggregates the S&P Components into a single reporting unit because management concluded that they are economically similar and that the goodwill is recoverable from the S&P Components working in concert. The S&P Components are economically similar because of a number of factors, including sharing assets and services such as intellectual property, manufacturing assets for certain products, research and development projects, manufacturing processes, management of inventory excesses and shortages and administrative services. These activities are managed centrally at the S&P Components level and costs are allocated among the S&P Components.
 
The Company may first assess qualitative factors related to the goodwill of the reporting unit to determine whether it is necessary to perform an impairment test. If the Company judges that it is more likely than not that the fair value of the reporting unit is greater than the carrying amount of the reporting unit, including goodwill, no further testing is required. This assessment method was not utilized in our 2018 annual goodwill impairment test.

For all reporting units, the Company compares the fair value of the reporting unit to its carrying value. The fair value calculation uses both the income approach (discounted cash flow method) and the market approach, equally weighted. If the Company judges that the carrying value of the net assets assigned to the reporting unit, including goodwill, exceeds the fair value of the reporting unit, the Company would record an impairment charge equal to the difference between the implied fair value of the goodwill and the carrying value, not to exceed the goodwill asset's carrying amount.
 
Determining the fair value of a reporting unit or an indefinite-lived purchased intangible asset is a judgment involving significant estimates and assumptions. These estimates and assumptions include revenue growth rates, operating margins and working capital requirements used to calculate projected future cash flows, risk-adjusted discount rates, selected multiples, control premiums and future economic and market conditions (Level 3 fair value inputs). The Company bases its fair value estimates on assumptions that it believes to be reasonable, but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates.
 
Assumptions about a reporting unit’s operating performance in the first year of the discounted cash flow model used to determine whether or not the goodwill related to that reporting unit is impaired are derived from the Company’s budget. The fair value model considers such factors as macro-economic conditions, revenue and expense forecasts, product line changes, material, labor and overhead costs, tax rates, working capital levels and competitive environment. Future estimates, however derived, are inherently uncertain but the Company believes that this is the most appropriate source on which to base its fair value calculations.
 
The Company uses these parameters only to provide a basis for the determination of whether or not the goodwill related to a reporting unit is impaired. No inference whatsoever should be drawn from these parameters about the Company’s future financial performance and they should not be taken as projections or guidance of any kind.
 
The 2018 annual testing of goodwill for impairment resulted in an impairment charge.

The carrying value of the Denmark reporting unit exceeded its fair value in an amount that approximated the carrying value of its goodwill, primarily due to the reporting unit not meeting management's pre-tax operating profit objectives. As a result, the Company impaired all of the Denmark reporting unit’s goodwill, which was $6.7 million at December 31, 2018.
Revenue Recognition
 
Generally, the Company's revenue contract with a customer exists when the goods are shipped, and services are rendered; and its related invoice is generated. The duration of the contract does not extend beyond the promised goods or services already transferred. The transaction price of each distinct promised product or service specified in the invoice is based on its relative stated standalone selling price. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer at a point in time. The Company’s shipping terms provide the primary indicator of the transfer of control. The Company's general shipping terms are F.O.B. shipping point, where title and risk and rewards of ownership transfer at the point when the products leave the Company's warehouse. The Company recognizes revenue based on the consideration specified in the invoice with a customer, excluding any sales incentives, discounts, and amounts collected on behalf of third parties (i.e., governmental tax authorities). Based on historical experience with the customer, the customer's purchasing pattern and its significant

41



experience selling products, the Company concluded that a significant reversal in the cumulative amount of revenue recognized will not occur when the uncertainty (if any) is resolved (that is, when the total amount of purchases is known). Refer to Note 2 for revenue disaggregation disclosure.

Revenue from Contracts with Customers

On January 1, 2018, the Company adopted the New Revenue Standard ("Topic 606") using the modified retrospective method and recorded an $0.8 million, net of tax, increase to opening retained earnings on January 1, 2018 as the cumulative effect of adopting Topic 606 for estimated rights of return assets on product sales.

Disaggregated revenue

Under Topic 606, the Company disaggregates net sales consistent with the distribution of the Company's net sales by the following product groups as noted in Note 18 segment information of these financial statements.

•
Wood Construction Products Revenue. Wood construction products represented almost 85% of total net sales in the year ended December 31, 2018.

•
Concrete Construction Products Revenue. Concrete construction products represented 15% of total net sales in the year ended December 31, 2018.

Customer acceptance criteria. Generally, there are no customer acceptance criteria included in the Company's standard sales agreement with customers. When an arrangement with the customer does not meet the criteria to be accounted for as a revenue contract under the standard, the Company recognizes revenue in the amount of nonrefundable consideration received when the Company has transferred control of the goods or services and has stopped transferring (and has no obligation to transfer) additional goods or services. The Company offers certain customers discounts for paying invoices ahead of the due date, which are generally 30 to 60 days.

Other revenue. Service sales, representing after-market repair and maintenance, engineering activities and software license sales and services are less than 1.0% of net sales and recognized as the services are completed or the software products and services are delivered. Services may be sold separately or in bundled packages. The typical contract length for service is generally less than one year. For bundled packages, the Company accounts for individual services separately if they are distinct. A distinct service is separately identifiable from other items in the bundled package if a customer can benefit from it on its own or with other resources that are readily available to the customer. The consideration (including any discounts) is allocated between separate services in a bundle based on their stand-alone selling prices. The stand-alone selling prices are determined based on the prices at which the Company separately sells the services.

Reconciliation of contract balances

Contract assets are the rights to consideration in exchange for goods or services that the Company has transferred to a customer when that right is conditional on something other than the passage of time. Contract liabilities are recorded for any services billed to customers and not yet recognizable if the contract period has commenced or for the amount collected from customers in advance of the contract period commencing. As of December 31, 2018, the Company had no contract assets or contract liabilities from contracts with customers.

Other accounting issues

Volume discounts. Volume discounts are accounted for as variable consideration because the transaction price is uncertain until the customer completes or fails to purchase the specified volume of purchases (consideration is contingent on a future outcome - occurrence or nonoccurrence). In addition, the Company applies the volume rebate or discount retrospectively, because the final price of each products or services sold depends on the customer's total purchases subject to the rebate program. The estimated rebates are deducted from the transaction price revenues based on the historical experience with the customer.

Rights of return and other allowances. Rights of return creates variability in the transaction price. The Company accounts for returned product during the return period as a refund to customer and not a performance obligation. The estimated allowance for returns is based on historical percentage of returns and allowance from prior periods and the customer's historical purchasing pattern. This estimate is deducted from revenues based on the gross transaction price.


42



Principal versus Agent. The Company considered the principal versus agent guidance of the new revenue recognition standard and concluded that the Company is the principal in a third-party transaction. The Company manufactures its products and has control over transfer of its products to Dealer Distributors, Contract Distributors, and end customers.

Costs to obtain or fulfill a contract. Costs incurred to obtain a contract are immaterial. Commission cost is not an incremental cost directly related to obtaining a contract.

Shipping costs. The Company recognizes shipping and handling activities that occur after the customer has obtained control of goods as a fulfillment cost rather than as an additional promised service. Therefore, the Company recognizes revenue and accrues shipping and handling costs when the control of goods transfers to the customer upon shipment.

Advertising costs. Cooperative advertising and partnership discounts are consideration payable to a customer and not a payment in exchange for a distinct product or service at fair value. Estimated cooperative advertising and partnership discounts are reductions to the transaction price.

Practical Expedients. The Company did not use either the practical expedient for the existence of a significant financing component or, the practical expedient for expensing certain costs of obtaining a contract.

Effect of New Accounting Standards

See "Note 1 — Recently Adopted Accounting Standards" and "Note 1 — Recently Issued Accounting Standards Not Yet Adopted" to the Company's Consolidated Financial Statements.


Liquidity and Sources of Capital
 
Our primary sources of liquidity are cash and cash equivalents, our cash flow from operation and our $300.0 million credit facility that expires on July 23, 2021. As of December 31, 2018, there were no amounts outstanding under this facility.

Our principal uses of liquidity include the costs and expenses associated with our operations, continuing our capital allocation strategy, which includes growing our business by internal improvements, repurchasing our common stock, paying cash dividends, and meeting other liquidity requirements for the next twelve months.

As of December 31, 2018, our cash and cash equivalents consisted of deposits and money market funds held with established national financial institutions. Cash and cash equivalents of $45.4 million are held in the local currencies of our foreign operations and could be subject to additional taxation if repatriated to the United States. Due to changes resulting from the Tax Reform Act, the Company repatriated $63.5 million in cash held outside of the United States in 2018. The Company is maintaining a permanent reinvestment assertion on its foreign earnings relative to remaining cash held outside the United States after completion of the repatriation plan.

The following table presents selected financial information as of December 31, 2018, 2017 and 2016, respectively:

 
 
At December 31,
(in thousands)
 
2018
 
2017
 
2016
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
160,180

 
$
168,514

 
$
226,537

Property, plant and equipment, net
 
254,597

 
273,020

 
232,810

Equity investment, goodwill and intangible assets
 
157,139

 
169,015

 
149,843

Working capital
 
447,949

 
447,450

 
476,451


    

43



The following table provides cash flow indicators for the twelve months ended December 31, 2018, 2017 and 2016, respectively:

 
 
Years Ended December 31,
(in thousands)
 
2018
 
2017
 
2016
Net cash provided by (used in):
 
 
 
 
 
 
  Operating activities
 
$
160,080

 
$
119,065

 
$
98,965

  Investing activities
 
(10,249
)
 
(75,815
)
 
(48,543
)
  Financing activities
 
(155,393
)
 
(106,671
)
 
(83,134
)

Cash flows from operating activities result primarily from the Company's earnings or losses, and are also affected by changes in operating assets and liabilities which consist primarily of working capital balances. As a building materials manufacturer, the Company's operating cash flows are subject to seasonality and are cyclically associated with the volume and timing of construction project starts. For example, trade accounts receivable, net, is generally at its lowest at the end of the fourth quarter and increases during the first, second and third quarters.

In 2018, operating activities provided $160.1 million in cash and cash equivalents, as a result of $126.6 million from net income and $50.4 million from non-cash adjustments to net income which includes depreciation and amortization expense and stock-based compensation expense, partly offset by a decrease of $17.0 million in the net change in operating assets and liabilities due to increases of $26.4 million in inventory and $12.6 million in trade accounts receivable, net, partly offset by a decrease of $5.3 million in other current assets and increases of $9.1 million in accrued liabilities and $4.7 million in trade accounts payable. Cash used in investing activities of $10.2 million during the year ended December 31, 2018, consisted primarily of $29.3 million for ERP software, property, plant and equipment expenditures, primarily related to machinery and equipment purchases, and software in development, partly offset by $21.1 million in proceeds, mostly the sale of real estate including the November 2018 sale of our commercial rental property in California a net amount of $17.5 million. Cash used in financing activities of $155.4 million during the year ended December 31, 2018, consisted primarily of $110.5 million for the repurchase of the Company's common stock and $39.9 million used to pay cash dividends.
 
In 2017, operating activities provided $119.1 million in cash and cash equivalents, as a result of $92.6 million from net income and $48.5 million from non-cash adjustments to net income which includes depreciation and amortization expenses and stock-based compensation expenses, partly offset by a decrease of $22.0 million in the net change in operating assets and liabilities due to increases of $17.8 million in trade accounts receivable, net, $6.6 million in inventory and $5.6 million in income tax receivable, partly offset by an increase of $10.1 million in accrued liabilities. Cash used in investing activities of $75.8 million during the year ended December 31, 2017, consisted primarily of $58.0 million for property, plant and equipment expenditures, primarily related to real estate improvements, ERP software, machinery and equipment purchases, and software in development, and $27.9 million, net of acquired cash of $4.0 million, for the acquisitions of CG Visions and Gbo Fastening Systems, which was partly offset by $9.5 million, net of delivered cash of $0.8 million, for the sale of Gbo Poland and Gbo Romania (see "Note 10 — Acquisitions and Dispositions" to the Company's Consolidated Financial Statements). Cash used in financing activities of $106.7 million during the year ended December 31, 2017, consisted primarily of $70.0 million for the repurchase of the Company's common stock (see "Note 3 — Net Income per Share" to the Company's Consolidated Financial Statements) and $37.0 million used to pay cash dividends.

In 2016, operating activities provided $94.9 million in cash and cash equivalents, as a result of $89.7 million from net income and $42.1 million from non-cash adjustments to net income which includes depreciation and amortization expenses, stock-based compensation expenses and software development project write-off, partly offset by a decrease of $36.9 million in the net change in operating assets and liabilities due to increases of $36.6 million in inventory and $7.5 million in trade accounts receivable, net, partly offset by a decrease of $5.8 million in trade accounts payable. Cash used in investing activities of $48.5 million during the year ended December 31, 2016, consisted primarily of $42.0 million for property, plant and equipment expenditures, related to real estate improvements, primarily related to improvements of the West Chicago facility, machinery and equipment purchases, and software in development, $5.4 million, net of acquired cash of $1.5 million, for the acquisition of MS Decoupe, and $2.5 million for the equity investment in Ruby Sketch. See "Note 10 — Acquisitions and Dispositions" and "Note 11 — Equity Investments" to the Company's Consolidated Financial Statements. Cash used in financing activities of $79.1 million during the year ended December 31, 2016, consisted primarily of $53.5 million for the repurchase of the Company's common stock, including a $50.0 million accelerated share repurchase program (see "Note 3 — Net Income per Share" to the Company's Consolidated Financial Statements) and $32.7 million used to pay cash dividends, partly offset by $8.0 million received from the exercise of stock options.


44



Capital Allocation Strategy

We have a strong cash position and remain committed to seeking growth opportunities in our lines of building products where we can leverage our expertise in engineering, testing, manufacturing and distribution to invest in and grow our business. Those opportunities include internal improvements or acquisitions that fit within our strategic growth plan. Additionally, we have financial flexibility and are committed to providing returns to our stockholders. Below are highlights of our execution on our capital allocation strategy,
first announced in August 2015 and updated in August 2016.

•
Our asset acquisitions, net of cash acquired and proceeds from sales of businesses, in 2016, 2017 and 2018 were $5.4 million, $18.5 million and $2.0 million, respectively. In January 2017, we acquired Gbo Fastening Systems for approximately $10.2 million, and sold two of its subsidiaries in late 2017 for approximately $9.5 million, retaining the Gbo Fastening Systems operations in Sweden and Norway for less than $1.0 million in cash. Also in January 2017, we acquired CG Visions for approximately $20.8 million.

•
Our capital spending in 2016, 2017 and 2018 was $42.0 million, $58.0 million and $29.3 million, respectively, which was primarily used for real estate improvements, machinery and equipment purchases and software in development. Based on current information and subject to future events and circumstances, we estimate that our full-year 2019 capital spending will be approximately $30 million to $35 million, including $7 to $10 million on maintenance type capital expenditures, assuming all such projects will be completed by the end of 2019. Based on current information and subject to future events and circumstances, we estimate that our full-year 2019 depreciation and amortization expense to be approximately $39 million to $41 million, of which approximately $33 million to $35 million is related to depreciation.

•
In April 2018, the Company’s Board of Directors raised the quarterly cash dividend by 4.8% to $0.22 per share. On January 28, 2019, the Board declared a cash dividend of $0.22 per share, estimated to be $9.8 million in total. Such dividend is scheduled to be paid on April 25, 2019, to stockholders of record on April 4, 2019.

•
For 2018, the Company purchased and received 1,954,829 shares of the Company's common stock, including 1,772,658 share purchased on the open market at an average price of $62.69 per share, for a total of $110.5 million. In total, as illustrated in the table below, the Company has repurchased over five million shares of the Company's common stock, which represents approximately 11.6% of our shares of common stock outstanding at the beginning of 2015. Including dividends, we have returned cash of $420.1 million, which represents 84.7% of our total cash flow from operations during the same period.

•
On January 28, 2019, the Company's Board of Directors authorized the Company to repurchase up to $100.0 million of the Company’s common stock. The authorization is in effect from January 1, 2019 through December 31, in 2019.

The following table presents the Company’s dividends paid and share repurchases for the period from January 1, 2015 through December 31, 2018, in aggregated amounts:

(in thousands)
Number of Shares Repurchased
 
Cash Paid for Repurchases
 
Cash Paid for Dividends
 
Total
January 1 - December 31, 2018
1,955

 
$
110,540

 
$
39,891

 
$
150,431

January 1 - December 31, 2017
1,138

 
70,000

 
36,981

 
106,981

January 1 - December 31, 2016
1,244

 
53,502

 
32,711

 
86,213

January 1 - December 31, 2015
1,339

 
47,144

 
29,352

 
76,496

Total
5,676

 
$
281,186

 
$
138,935

 
$
420,121


As of December 31, 2018, the Company repurchased $234.6 million of the Company's previously announced $275.0 million share repurchase authorization (which expired at the end of 2018).


45



Contractual Obligations

The following table summarizes our known material contractual obligations and commitments as of December 31, 2018:
 
 
Payments Due by Period
 
Total
all
periods
Less
than 1
year
1 — 3
years
3 — 5
years
More
than 5
years
 
Contractual Obligation (in thousands)
Long-term debt interest obligations (1)
$
1,934

$
1,234

$
700

$
—

$
—

Operating lease obligations (2)
31,692

6,962

10,311

5,856

8,563

Capital lease obligations(3)
2,804

1,160

1,644

—

—

Purchase obligations (4)
32,895

28,438

3,874

583

—

 
 
 
 
 
 
Total
$
69,325

$
37,794

$
16,529

$
6,439

$
8,563

 
(1)Includes interest payments on fixed-term debt, line-of-credit borrowings and annual facility fees on the Company’s primary line-of-credit facility. Interest on line-of-credit facilities was estimated based on historical borrowings and repayment patterns. The Company’s primary line-of-credit facility requires the Company pay an annual facility fee from 0.15% to 0.30%, depending on the Company’s leverage ratio, on the unused portion of the facilities.
(2)Includes real estate and auto leases and other equipment.
(3)Includes obligations under two lease agreements for certain office equipment. The interest rates for these two capital leases are 2.89% and 3.50%, respectively, and the two leases will mature in May 2021 and July 2021.
(4)Consists of other purchase commitments related to facility equipment, consulting services, minimum quantities of certain raw materials. The Company currently is not a party to any long-term supply contracts with respect to the purchase of raw materials or finished goods.

Off-Balance Sheet Arrangements

The Company did not have any off-balance sheet arrangements as of December 31, 2018.

Contingencies

From time to time, we are subject to various claims, lawsuits, legal proceedings (including litigation, arbitration or regulatory actions) and other matters arising in the ordinary course of business. Periodically, we evaluate the status of each matter and assess our potential financial exposure.

The Company records a provision for a liability when we believe that (a) it is probable that a loss has been incurred, and (b) the amount is reasonably estimable. Significant judgment is required to determine both probability and the estimated amount. The outcomes of claims, lawsuits, legal proceedings and other matters brought against the Company are subject to significant uncertainty, some of which are inherently unpredictable and/or beyond our control. Therefore, although management considers the likelihood of such an outcome to be remote, if one or more of these matters were resolved against the Company for amounts in excess of management’s expectations, they could have a material adverse impact on our business, results of operations, financial position and liquidity and the Company’s Consolidated Financial Statements could be materially adversely affected.

See “Item 3 — Legal Proceedings” above and “Note 14 — Commitments and Contingencies” to the Company’s Consolidated Financial Statements.

Inflation
 
The Company believes that the effect of inflation on the Company has not been material in the three most recent fiscal years ended December 31, 2018, 2017 and 2016, respectively, as general inflation rates have remained relatively low. The Company’s main raw material is steel. Increases in steel prices may adversely affect the Company’s gross profit margin if it cannot recover the higher costs through price increases of its products. See “Item 1 — Raw Materials” and “Item 1A — Risk Factors.”
 
Indemnification
 
In the normal course of business, to facilitate transactions of services and products, we have agreed to indemnify certain parties with respect to certain matters. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, we have entered into indemnification agreements with our officers and directors, and the

46



Company’s bylaws as permitted by the Company’s certificate of incorporation require the Company to indemnify corporate servants, including our officers and directors, to the fullest extent permitted by law. The Company maintains directors and officers liability insurance coverage to reduce its exposure to such obligations. The Company has not incurred significant obligations under indemnification provisions historically, and does not expect to incur significant obligations in the future. It is not possible to determine the maximum potential amount under these indemnities due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Accordingly, the Company has not recorded any liability for costs related these indemnities through December 31, 2018.
 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
 
We have operations both within the United States and internationally, and we are exposed to market risks in the ordinary course of our business, including changes to foreign currency exchange rates and interest rates.

Foreign Currency Exchange Risk

The Company has foreign currency exchange rate risk in its international operations, and through purchases from foreign vendors. Changes in the values of currencies of foreign countries affect our financial position, income statement and cash flows when translated into United States dollars. The Company does not currently hedge this risk. The Company estimates that if the exchange rate were to change by 10% in any one country where the Company has operations, the change in net income would not be material to the Company’s operations taken as a whole.

The translation adjustment on the Company's underlying assets and liabilities resulted in a decrease in accumulated other comprehensive income of $12.9 million for the year ended December 31, 2018, primarily due to the effect of the strengthening of the United States dollar in relation to most foreign currencies during 2018.

Interest Rate Risk

The Company has no variable interest-rate debt outstanding. The Company estimates that a hypothetical 100 basis point change in U.S. interest rates would not be material to the Company’s operations taken as a whole.


47



Item 8. Consolidated Financial Statements and Supplementary Data.
 
SIMPSON MANUFACTURING CO., INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 


48



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 
Board of Directors and Stockholders
Simpson Manufacturing Co., Inc.

Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Simpson Manufacturing Company, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2018, and the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 27, 2019 expressed an unqualified opinion thereon.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Grant Thornton LLP

We have served as the Company’s auditor since 2015.

San Francisco, California
February 27, 2019





49



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 
Board of Directors and Stockholders
Simpson Manufacturing Co., Inc.

Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Simpson Manufacturing Company, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2018, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in the 2013 Internal Control-Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2018, and our report dated February 27, 2019 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting (“Management’s Report”). Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Grant Thornton LLP
San Francisco, California
February 27, 2019

50



Simpson Manufacturing Co., Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except per share data)
 
 
December 31,
 
2018
 
2017
ASSETS
 

 
 

Current assets
 

 
 

Cash and cash equivalents
$
160,180

 
$
168,514

Trade accounts receivable, net
146,052

 
135,958

Inventories
276,088

 
252,996

Other current assets
17,209

 
26,473

Total current assets
599,529

 
583,941

Property, plant and equipment, net
254,597

 
273,020

Goodwill
130,250

 
137,140

Equity investment (see Note 11)
2,487

 
2,549

Intangible assets, net
24,402

 
29,326

Other noncurrent assets
10,398

 
11,547

Total assets
$
1,021,663

 
$
1,037,523

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities
 
 
 
Trade accounts payable
$
34,361

 
$
31,536

Accrued liabilities
98,572

 
88,485

Accrued profit sharing trust contributions
7,804

 
7,054

Accrued cash profit sharing and commissions
10,843

 
9,416

Total current liabilities
151,580

 
136,491

 Deferred income tax and other long-term liabilities
14,569

 
16,254

Total liabilities
166,149

 
152,745

Commitments and contingencies (see Note 14)


 


Stockholders’ equity
 
 
 
Preferred stock, par value $0.01; authorized shares, 5,000; issued and outstanding shares, none
—

 
—

Common stock, par value $0.01; authorized shares, 160,000; issued and outstanding shares, 44,998, and 46,745 at December 31, 2018 and 2017, respectively
453

 
473

Additional paid-in capital
276,504

 
260,157

Retained earnings
628,207

 
676,644

Treasury stock
(25,000
)
 
(40,000
)
Accumulated other comprehensive loss
(24,650
)
 
(12,496
)
Total stockholders’ equity
855,514

 
884,778

Total liabilities and stockholders’ equity
$
1,021,663

 
$
1,037,523

 


The accompanying notes are an integral part of these consolidated financial statements
51




Simpson Manufacturing Co., Inc. and Subsidiaries
Consolidated Statements of Operations
(In thousands, except per share data)
 
 
Years Ended December 31,
 
2018
 
2017
 
2016
Net sales
$
1,078,809

 
$
977,025

 
$
860,661

Cost of sales
598,290

 
533,644

 
450,781

Gross profit
480,519

 
443,381

 
409,880

Operating expenses:
 

 
 

 
 

Research and development and other engineering
43,056

 
47,616

 
46,248

Selling
109,931

 
114,903

 
98,343

General and administrative
159,093

 
143,107

 
124,859

 Total operating expenses
312,080

 
305,626

 
269,450

       Net gain on disposal of assets
(10,579
)
 
(160
)
 
(780
)
         Impairment of goodwill
6,686

 
—

 
—

Income from operations
172,332

 
137,915

 
141,210

 Loss in equity investment, before tax
(63
)
 
(86
)
 
—

 Foreign exchange gain (loss), net
430

 
1,252

 
(1,733
)
 Interest expense, net
(571
)
 
(788
)
 
(577
)
 Gain on bargain purchase of a business
—

 
6,336

 
—

 Loss on disposal of a business
—

 
(211
)
 
—

Income before taxes
172,128

 
144,418

 
138,900

 Provision for income taxes
45,495

 
51,801

 
49,166

Net income
$
126,633

 
$
92,617

 
$
89,734

 Earnings per share of common stock:
 

 
 

 
 

Basic
$
2.74

 
$
1.95

 
$
1.87

  Diluted
$
2.72

 
$
1.94

 
$
1.86

 Weighted average number of shares of common stock outstanding
 

 
 

 
 

  Basic
46,213

 
47,486

 
48,084

  Diluted
46,540

 
47,774

 
48,295

 


The accompanying notes are an integral part of these consolidated financial statements
52




Simpson Manufacturing Co., Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
(In thousands)
 
 
Year End December 31,
 
2018
 
2017
 
2016
Net income
$
126,633

 
$
92,617

 
$
89,734

Other comprehensive income:
 

 
 

 
 

Translation adjustment, net of tax expense of $0, $0 and ($222) for 2018, 2017 and 2016, respectively
(12,911
)
 
21,418

 
(3,920
)
Unamortized pension adjustments, net of tax benefit (expense) of ($59), $37 and $88, for 2018, 2017 and 2016, respectively
376

 
(944
)
 
(474
)
Comprehensive income
$
114,098

 
$
113,091

 
$
85,340

 



The accompanying notes are an integral part of these consolidated financial statements
53




Simpson Manufacturing Co., Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity
For the years ended December 31, 2016, 2017 and 2018
(In thousands, except per share data)
 
 
 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Income (Loss)
 
 
 
Common Stock
Retained
Earnings
Treasury
Stock
 
 
Shares
Par Value
Total
Balance at January 1, 2016
48,184

$
481

$
238,212

$
639,707

$
(28,576
)
$
—

$
849,824

Net income
—

—

—

89,734

—

—

89,734

Translation adjustment, net of tax
—

—

—

—

(3,920
)
—

(3,920
)
Pension adjustment, net of tax
—

—

—

—

(474
)
—

(474
)
Options exercised
270

3

7,973

—

—

—

7,976

Stock-based compensation expense
—

—

13,186

—

—

—

13,186

Tax benefit of options exercised
—

—

251

—

—

—

251

Repurchase of common stock
(1,244
)
—

—

—

—

(53,502
)
(53,502
)
Retirement of common stock
—

(13
)
—

(53,489
)
—

53,502

—

Cash dividends declared on common stock, $0.70 per share
—

—

—

(33,530
)
—

—

(33,530
)
Shares issued from release of restricted stock units
217

2

(4,020
)
—

—

—

(4,018
)
Common stock issued at $33.45 per share
10

—

315

—

—

—

315

Balance at December 31, 2016
47,437

473

255,917

642,422

(32,970
)
—

865,842

Net income
—

—

—

92,617

—

—

92,617

Translation adjustment, net of tax
—

—

—

—

21,418

—

21,418

Pension adjustment, net of tax
—

—

—

—

(944
)
—

(944
)
Options exercised
223

3

6,607

—

—

—

6,610

Stock-based compensation expense
—

—

12,565

—

—

—

12,565

Tax benefit of options exercised
—

—

—

—

—

—

—

Repurchase of common stock
(1,138
)
—

(10,000
)
—

—

(60,000
)
(70,000
)
Retirement of common stock
—

(5
)
—

(19,995
)
—

20,000

—

Cash dividends declared on common stock, $0.81 per share
—

—

—

(38,400
)
—

—

(38,400
)
Shares issued from release of restricted stock units
214

2

(5,343
)
—

—

—

(5,341
)
Common stock issued at $44.26 per share
9

—

411

—

—

—

411

Balance at December 31, 2017
46,745

473

260,157

676,644

(12,496
)
(40,000
)
884,778

Net income
—

—

—

126,633

—



126,633

Translation adjustment, net of tax
—

—

—

—

(12,911
)
—

(12,911
)
Pension adjustment, net of tax
—

—

—

—

376

—

376

Adoption of new accounting standards
—

—

—

410

381

—

791

Options exercised
23

—

695

—

—

—

695

Stock-based compensation expense
—

—

10,334

—

—

—

10,334

Repurchase of common stock
(1,955
)
—

10,000

—

—

(120,540
)
(110,540
)
Retirement of common stock
—

(22
)
—

(135,518
)
—

135,540

—

Cash dividends declared on common stock, $0.87 per share
—

—

—

(39,962
)
—

—

(39,962
)
Shares issued from release of restricted stock units
177

2

(5,147
)
—

—

—

(5,145
)
Common stock issued at $57.41 per share
8

—

465

—

—

—

465

Balance at December 31, 2018
44,998

$
453

$
276,504

$
628,207

$
(24,650
)
$
(25,000
)
$
855,514

 

The accompanying notes are an integral part of these consolidated financial statements
54




Simpson Manufacturing Co., Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
 
Years Ended December 31,
 
2018
 
2017
 
2016
Cash flows from operating activities
 

 
 

 
 

Net income
$
126,633

 
$
92,617

 
$
89,734

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

 
 

Gain on sale of assets
(10,579
)
 
(160
)
 
(780
)
Depreciation and amortization
39,393

 
33,724

 
27,927

Write-off of software development project
—

 
676

 
2,212

Loss in equity method investment, before tax
63

 
86

 
—

Gain (adjustment) on bargain purchase of a business
—

 
(6,336
)
 
—

Loss on disposal of a business
—

 
211

 
—

Impairment of goodwill
6,686

 
—

 
—

Deferred income taxes
4,950

 
6,299

 
(869
)
Noncash compensation related to stock plans
11,176

 
13,908

 
13,946

Excess tax benefit of options exercised and restricted stock units vested
—

 
—

 
(273
)
Recovery (provision) of doubtful accounts
569

 
66

 
(83
)
Foreign exchange gain
(1,841
)
 
—

 
—

Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
 

 
 

 
 

Trade accounts receivable
(12,573
)
 
(17,822
)
 
(7,548
)
Inventories
(26,425
)
 
(6,580
)
 
(36,617
)
Other current assets
5,297

 
(2,016
)
 
(2,180
)
Other noncurrent assets
533

 
513

 
336

Trade accounts payable
4,670

 
1,157

 
5,785

Accrued liabilities
9,136

 
10,130

 
4,290

Accrued profit sharing trust contributions
755

 
498

 
757

Accrued cash profit sharing and commissions
1,491

 
(1,246
)
 
2,064

Long-term liabilities
(2,276
)
 
(718
)
 
242

Accrued workers’ compensation
(173
)
 
(343
)
 
(1,024
)
Income taxes payable
2,595

 
(5,599
)
 
1,046

Net cash provided by operating activities
160,080

 
119,065

 
98,965

Cash flows from investing activities
 

 
 

 
 

Capital expenditures
(29,310
)
 
(58,041
)
 
(42,002
)
Assets acquisitions, net of cash acquired
(2,007
)
 
(27,921
)
 
(5,361
)
Equity investments
—

 
—

 
(2,500
)
Proceeds from sale of property and equipment
21,068

 
681

 
1,320

Proceeds from sale of a business
—

 
9,466

 
—

Net cash used in investing activities
(10,249
)
 
(75,815
)
 
(48,543
)
Cash flows from financing activities
 

 
 

 
 

Repayment of long-term borrowings and capital leases
(968
)
 
(354
)
 
—

Repayment of debt and line of credit borrowings
821

 
(400
)
 
—

Deferred and contingent consideration paid for asset acquisitions
(364
)
 
(205
)
 
(27
)
Debt issuance costs
—

 
—

 
(1,125
)
Repurchase of common stock
(110,540
)
 
(70,000
)
 
(53,502
)
Issuance of Company’s common stock
695

 
6,610

 
7,976

Excess tax benefit of options exercised and restricted stock units vested
—

 
—

 
273

Dividends paid
(39,891
)
 
(36,981
)
 
(32,711
)
Cash paid on behalf of employees for shares withheld
(5,146
)
 
(5,341
)
 
(4,018
)
Net cash used in financing activities
(155,393
)
 
(106,671
)
 
(83,134
)
Effect of exchange rate changes on cash
(2,772
)
 
5,398

 
424

Net decrease in cash and cash equivalents
(8,334
)
 
(58,023
)
 
(32,288
)
Cash and cash equivalents at beginning of year
168,514

 
226,537

 
258,825

Cash and cash equivalents at end of year
$
160,180

 
$
168,514

 
$
226,537

Supplemental Disclosure of Cash Flow Information
Cash paid during the year for
 

 
 

 
 

Interest
$
160

 
$
121

 
$
284

Income taxes
40,123

 
50,832

 
49,425

Noncash activity during the year for
 

 
 

 
 

Noncash capital expenditures
$
908

 
$
1,533

 
$
2,318

Capital lease obligations
—

 
3,750

 
—

Contingent consideration for acquisition
—

 
1,314

 
—

Issuance of Company's common stock for compensation
465

 
411

 
315

Dividends declared but not paid
9,988

 
9,954

 
8,535

 


The accompanying notes are an integral part of these consolidated financial statements
55




Simpson Manufacturing Co., Inc. and Subsidiaries
Notes to Consolidated Financial Statements
 
1.
Operations and Summary of Significant Accounting Policies
 
Nature of Operations
 
Simpson Manufacturing Co., Inc., through Simpson Strong-Tie Company Inc. and its other subsidiaries (collectively, the “Company”), focuses on designing, manufacturing, and marketing systems and products to make buildings and structures safe and secure. The Company designs, engineers and is a leading manufacturer of wood construction products, including connectors, truss plates, fastening systems, fasteners and shearwalls, and concrete construction products, including adhesives, specialty chemicals, mechanical anchors, powder actuated tools and fiber reinforcing materials. The Company markets its products to the residential construction, industrial, commercial and infrastructure construction, remodeling and do-it-yourself markets.
 
The Company operates exclusively in the building products industry. The Company’s products are sold primarily in the United States, Canada, Europe and Pacific Rim. A portion of the Company’s business is therefore dependent on economic activity within the North America segment. The Company is dependent on the availability of steel, its primary raw material.
 
Principles of Consolidation
 
The accompanying consolidated financial statements include the accounts of Simpson Manufacturing Co., Inc. and its subsidiaries. Investments in 50% or less owned entities are accounted for using either cost or the equity method. The Company consolidates all variable interest entities ("VIEs") where it is the primary beneficiary. There were no VIEs as of December 31, 2018 or 2017. All significant intercompany transactions have been eliminated.
 
Use of Estimates
 
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, as amended from time to time ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company's actual results could differ from those estimates.
 
Cash Equivalents
 
Cash and cash equivalents include cash on hand, cash in banks and cash equivalents, which are highly liquid investments
with an original or remaining maturity of three months or less at the time of purchase to be cash equivalents.

Allowance for Doubtful Accounts
 
The Company evaluates the collectability of specific customer accounts that would be considered doubtful based on the customer’s financial condition, payment history, credit rating and other factors that the Company considers relevant, or accounts that the Company assigns for collection. The Company reserves for the portion of those outstanding balances that the Company believes it is not likely to collect based on historical collection experience. The Company also reserves 100% of the amounts that it deems uncollectable due to a customer’s deteriorating financial condition or bankruptcy. If the financial condition of the Company’s customers were to deteriorate, resulting in probable inability to make payments, additional allowances may be required.

Concentration of Credit Risk
 
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash in banks, short-term investments in money market funds and trade accounts receivable. The Company maintains its cash in demand deposit and money market accounts held primarily at 17 banks.

Inventory Valuation
 
Inventories are stated at the lower of cost or net realizable value. Cost includes all costs incurred in bringing each product to its present location and condition, as follows:
 

56



•
Raw materials and purchased finished goods for resale — principally valued at cost determined on a weighted average basis; and
•
In-process products and finished goods — cost of direct materials and labor plus attributable overhead based on a normal level of activity.
 
The Company applies net realizable value and obsolescence to the gross value of the inventory. The Company estimates net realizable value based on estimated selling price less further costs to completion and disposal. The Company impairs slow-moving products by comparing inventories on hand to projected demand. If on-hand supply of a product exceeds projected demand or if the Company believes the product is no longer marketable, the product is considered obsolete inventory. The Company revalues obsolete inventory to its net realizable value and has consistently applied this methodology. When impairments are established, a new cost basis of the inventory is created. Unexpected change in market demand, building codes or buyer preferences could reduce the rate of inventory turnover and require the Company to recognize more obsolete inventory.
 
Warranties and recalls
 
The Company provides product warranties for specific product lines and records estimated recall expenses in the period in which the recall occurs, none of which has been material to the Consolidated Financial Statements. In a limited number of circumstances, the Company may also agree to indemnify customers against legal claims made against those customers by the end users of the Company’s products. Historically, payments made by the Company, if any, under such agreements have not had a material effect on the Company’s consolidated results of operations, cash flows or financial position.

Fair Value of Financial Instruments 

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. Assets and liabilities recorded at fair value are measured and classified under a three-tier fair valuation hierarchy based on the observability of the inputs available in the market: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; and Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
 
As of December 31, 2018 and 2017, the Company’s investments included in cash equivalents consisted of only money market funds, which are the Company’s primary financial instruments and carried at cost, approximating fair value, based on Level 1 inputs. The balance of the Company’s primary financial instruments as of December 31, 2018 and 2017 was $0.2 million and $5.3 million, respectively. The carrying amounts of trade accounts receivable, accounts payable and accrued liabilities approximate fair value due to the short-term nature of these instruments. The fair value of the Company’s contingent consideration related to acquisitions is classified as Level 3 within the fair value hierarchy as it is based on unobserved inputs such as management estimates and entity-specific assumptions and is evaluated on an ongoing basis.

Property, Plant and Equipment
 
Property, plant and equipment are carried at cost. Major renewals and betterments are capitalized. Maintenance and repairs are expensed as incurred. When assets are sold or retired, their costs and accumulated depreciation are removed from the accounts, and the resulting gains or losses are reflected in the accompanying Consolidated Statements of Operations.
 
The “Intangibles—Goodwill and Other” topic of the FASB ASC provides guidance on capitalization of the costs incurred for computer software developed or obtained for internal use. The Company capitalizes qualified external costs and internal costs related to the purchase and implementation of software projects used for business operations and engineering design activities. Capitalized software costs primarily include purchased software, internal costs and external consulting fees. Capitalized software projects are amortized over the estimated useful lives of the software.
 
Depreciation and Amortization
 
Software, including amounts capitalized for internally developed software is amortized on a straight-line basis over an estimated useful life of three to five years. Machinery and equipment is depreciated using accelerated methods over an estimated useful life of three to ten years. Buildings and site improvements are depreciated using the straight-line method over their estimated useful lives, which range from 15 to 45 years. Leasehold improvements are amortized using the straight-line method over the shorter of

57



the expected life or the remaining term of the lease. Purchased intangible assets with finite useful lives are amortized using the straight-line method over the estimated useful lives of the assets.
 
Preferred Stock
 
The Board has the authority to issue the authorized and unissued preferred stock in one or more series with such designations, rights and preferences as may be determined from time to time by the Board. Accordingly, the Board is empowered, without stockholder approval, to issue preferred stock with dividend, redemption, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of the Company’s common stock.

Common Stock
 
Subject to the rights of holders of any preferred stock that may be issued in the future, holders of common stock are entitled to receive such dividends, if any, as may be declared from time to time by the Company’s Board of Directors (the "Board") out of legally available funds, and in the event of liquidation, dissolution or winding-up of the Company, to share ratably in all assets available for distribution. The holders of common stock have no preemptive or conversion rights. Subject to the rights of any preferred stock that may be issued in the future, the holders of common stock are entitled to one vote per share on any matter submitted to a vote of the stockholders. A director in an uncontested election is elected if the votes cast “for” such director’s election exceed the votes cast “against” such director’s election, except that, if a stockholder properly nominates a candidate for election to the Board, the candidates with the highest number of affirmative votes (up to the number of directors to be elected) are elected. There are no redemption or sinking fund provisions applicable to the common stock.

Comprehensive Income or Loss
 
Comprehensive income is defined as net income plus other comprehensive income or loss. Other comprehensive income or loss consists of changes in cumulative translation adjustments and changes in unamortized pension adjustments recorded directly in accumulated other comprehensive income within stockholders’ equity.

Foreign Currency Translation
 
The local currency is the functional currency of most of the Company’s operations in Europe, Canada, Asia, Australia and New Zealand. Assets and liabilities denominated in foreign currencies are translated using the exchange rate on the balance sheet date. Revenues and expenses are translated using average exchange rates prevailing during the year. The translation adjustment resulting from this process is shown separately as a component of stockholders’ equity. Foreign currency transaction gains or losses are included in general and administrative expenses.
 
Revenue Recognition
 
Generally, the Company's revenue contract with a customer exists when the goods are shipped, and services are rendered; and its related invoice is generated. The duration of the contract does not extend beyond the promised goods or services already transferred. The transaction price of each distinct promised product or service specified in the invoice is based on its relative stated standalone selling price. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product to a customer at a point in time. The Company’s shipping terms provide the primary indicator of the transfer of control. The Company's general shipping terms are F.O.B. shipping point, where title and risk and rewards of ownership transfer at the point when the products leave the Company's warehouse. The Company recognizes revenue based on the consideration specified in the invoice with a customer, excluding any sales incentives, discounts, and amounts collected on behalf of third parties (i.e., governmental tax authorities). Based on historical experience with the customer, the customer's purchasing pattern and its significant experience selling products, the Company concluded that a significant reversal in the cumulative amount of revenue recognized will not occur when the uncertainty (if any) is resolved (that is, when the total amount of purchases is known). Refer to Note 2 for additional information.

Sales Taxes
 
The Company presents taxes collected and remitted to governmental authorities on a net basis in the accompanying Consolidated Statements of Operations.
 

58



Cost of Sales
 
The types of costs included in cost of sales include material, labor, factory and tooling overhead, shipping, and freight costs. Major components of these expenses are material costs, such as steel, packaging and cartons, personnel costs, and facility costs, such as rent, depreciation and utilities, related to the production and distribution of the Company’s products. Inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs, and other costs of the Company’s distribution network are also included in cost of sales.
 
Tool and Die Costs
 
Tool and die costs are included in product costs in the year incurred.
 
Shipping and Handling Fees and Costs
 
The Company’s general shipping terms are F.O.B. shipping point. Shipping and handling fees and costs are included in revenues and product costs, as appropriate, in the year incurred.
 
Product and Software Research and Development Costs
 
Product research and development costs, which are included in operating expenses and are charged against income as incurred, were $10.8 million, $10.6 million and $10.8 million in 2018, 2017 and 2016, respectively. The types of costs included as product research and development expenses was revised in 2017 and prior years to include all related personnel costs including salary, benefits, retirement, stock-based compensation costs, as well as computer and software costs, professional fees, supplies, tools and maintenance costs. In 2018, 2017 and 2016, the Company incurred software development expenses related to its expansion into the plated truss market and some of the software development costs were capitalized. See "Note 8 — Property, Plant and Equipment." The Company amortizes acquired patents over their remaining lives and performs periodic reviews for impairment. The cost of internally developed patents is expensed as incurred.
 
Selling Costs
 
Selling costs include expenses associated with selling, merchandising and marketing the Company’s products. Major components of these expenses are personnel, sales commissions, facility costs such as rent, depreciation and utilities, professional services, information technology costs, sales promotion, advertising, literature and trade shows.
 
Advertising Costs
 
Advertising costs are included in selling expenses are expensed when the advertising occurs and were $7.6 million, $9.6 million and $7.1 million in 2018, 2017, and 2016, respectively.
 
General and Administrative Costs
 
General and administrative costs include personnel, information technology related costs, facility costs such as rent, depreciation and utilities, professional services, amortization of intangibles and bad debt charges.
 
Accounting for Stock-Based Compensation

The Company recognizes stock-based expense related to stock options and restricted stock awards on a straight-line basis, net of forfeitures, over the requisite service period of the awards, which is generally the vesting term of four years. Stock-based expense related to performance share grants are measured based on grant date fair value and expensed on a graded basis over the service period of the awards, which is generally a performance period of three years. The assumptions used to calculate the fair value of options or restricted stock units are evaluated and revised, as necessary, to reflect market conditions and the Company’s experience.
 
Income Taxes
 
Income taxes are calculated using an asset and liability approach. The provision for income taxes includes federal, state and foreign taxes currently payable and deferred taxes, due to temporary differences between the financial statement and tax bases of assets and liabilities. In addition, future tax benefits are recognized to the extent that realization of such benefits is more likely than not.
This method gives consideration to the future tax consequences of the deferred income tax items and immediately recognizes changes in income tax laws in the year of enactment. On December 22, 2017, the President of the United States signed into law

59



the Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”). Further information on the tax impacts of the Tax Reform Act is included in Note 10 — Income Taxes of the Company’s consolidated financial statements.
 
Net Income per Share
 
Basic net income per common share is computed based on the weighted average number of common shares outstanding. Potentially dilutive shares, using the treasury stock method, are included in the diluted per-share calculations for all periods when the effect of their inclusion is dilutive.

Recently Adopted Accounting Standards

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (later codified as ASC 606), Revenue from Contracts with Customers (“ASC 606”), which supersedes nearly all existing revenue recognition guidance under GAAP. ASC 606 provides a five-step model for revenue recognition to be applied to all revenue contracts with customers. The five-step model includes: (1) determination of whether a contract, an agreement between two or more parties that creates legally enforceable rights and obligations, exists; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when (or as) the performance obligations are satisfied. The core principle of ASC 606 is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. ASC 606 also requires additional disclosures about the nature, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. The standard is effective for annual and interim periods beginning after December 15, 2017 and permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective method). The Company adopted the new revenue standard on January 1, 2018 using the modified retrospective approach. Refer to Note 2 for additional information.

In October 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-16, Income Taxes (Topic 740), Intra-Entity Transfers of Assets Other Than Inventory ("ASU 2016-16"), which requires companies to account for the income tax effects of intercompany sales and transfers of assets other than inventory when the transfer occurs. Current guidance requires companies to defer the income tax effects of intercompany transfers of assets until the asset has been sold to an outside party or otherwise recognized. On January 1, 2018, the Company adopted ASU 2016-16 using a modified retrospective approach. Adoption of ASU 2016-16 had no material effect on the Company's consolidated financial statements and footnote disclosures.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"), which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge or Step 2 of the goodwill impairment analysis. Instead, an impairment charge will be recorded based on the excess of a reporting unit's carrying amount over its fair value using Step 1 of the goodwill impairment analysis. On January 1, 2018, the Company prospectively adopted ASU 2017-04. In 2018, the Company applied ASU 2017-04 to the Company's measurement of impairment for its Denmark reporting unit. Refer to Note 9 for additional information.

In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ("ASU 2018-02"). ASU 2018-02 allows but not require a reclassification from Accumulated other Comprehensive Income to Retained Earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and for interim periods therein. During the fourth quarter of 2018, the Company early adopted the new accounting guidance and elected to reclass the stranded tax effects under ASU 2018-02. The election resulted in a reclass of $0.4 million to retained earnings.

All other issued and effective accounting standards during 2018 were determined to be not relevant or material to the Company.

Recently Issued Accounting Standards Not Yet Adopted
 
In February 2016, the FASB issued ASU No. 2016-02, (Topic 842), Leases (“ASU 2016-02”). ASU 2016-02 core requirement is to recognize the assets and liabilities that arise from leases including those leases classified as operating leases. The amendments require a lessee to recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term in the statement of financial position. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset to not recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted.

60




Optional transition method - ASC 2018-11, Topic 842, Targeted Improvements (issued in July 2018) provide entities with an additional (and optional) transition method to adopt the new lease standard. This additional transition method allows a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption without adjusting the comparative periods presented.  On January 1, 2019, the Company will adopt the new lease standard using the optional transition method.

During the fourth quarter of 2018, in preparation for the adoption of the new lease accounting standard, the Company has implemented internal controls and a new lease accounting information system to enable the preparation of financial information. The Company will elect and apply practical transition expedients of not reassessing whether any expired or existing contracts are or contain leases; not reassessing the lease classification for any expired or existing leases and not reassessing initial direct costs for any existing leases. The adoption of Topic 842 will result in recognition of right-of-use ("ROU") assets and lease liabilities of approximately $36.0 million to $37.0 million and approximately $35.0 million to $36.0 million, respectively on January 1, 2019, on the Company’s balance sheets. The most significant impact from recognition of ROU assets and lease liabilities is related primarily to facilities and auto operating leases.

2.
Revenue from Contracts with Customers

On January 1, 2018, the Company adopted the New Revenue Standard ("Topic 606") using the modified retrospective method and recorded an $0.8 million, net of tax, increase to opening retained earnings on January 1, 2018 as the cumulative effect of adopting Topic 606 for estimated rights of return assets on product sales.

Disaggregated revenue

Under Topic 606, the Company disaggregates net sales consistent with the distribution of the Company's net sales by the following product groups as noted in Note 18 segment information of these financial statements.

•
Wood Construction Products Revenue. Wood construction products represented almost 85% of total net sales in the year ended December 31, 2018.

•
Concrete Construction Products Revenue. Concrete construction products represented 15% of total net sales in the year ended December 31, 2018.

Customer acceptance criteria. Generally, there are no customer acceptance criteria included in the Company's standard sales agreement with customers. When an arrangement with the customer does not meet the criteria to be accounted for as a revenue contract under the standard, the Company recognizes revenue in the amount of nonrefundable consideration received when the Company has transferred control of the goods or services and has stopped transferring (and has no obligation to transfer) additional goods or services. The Company offers certain customers discounts for paying invoices ahead of the due date, which are generally 30 to 60 days.

Other revenue. Service sales, representing after-market repair and maintenance, engineering activities and software license sales and services are less than 1.0% of net sales and recognized as the services are completed or the software products and services are delivered. Services may be sold separately or in bundled packages. The typical contract length for service is generally less than one year. For bundled packages, the Company accounts for individual services separately if they are distinct. A distinct service is separately identifiable from other items in the bundled package if a customer can benefit from it on its own or with other resources that are readily available to the customer. The consideration (including any discounts) is allocated between separate services in a bundle based on their stand-alone selling prices. The stand-alone selling prices are determined based on the prices at which the Company separately sells the services.

Reconciliation of contract balances

Contract assets are the rights to consideration in exchange for goods or services that the Company has transferred to a customer when that right is conditional on something other than the passage of time. Contract liabilities are recorded for any services billed to customers and not yet recognizable if the contract period has commenced or for the amount collected from customers in advance of the contract period commencing. As of December 31, 2018, the Company had no contract assets or contract liabilities from contracts with customers.


61

Other accounting issues

Volume discounts. Volume discounts are accounted for as variable consideration because the transaction price is uncertain until the customer completes or fails to purchase the specified volume of purchases (consideration is contingent on a future outcome - occurrence or nonoccurrence). In addition, the Company applies the volume rebate or discount retrospectively, because the final price of each products or services sold depends on the customer's total purchases subject to the rebate program. The estimated rebates are deducted from the transaction price revenues based on the historical experience with the customer.

Rights of return and other allowances. Rights of return creates variability in the transaction price. The Company accounts for returned product during the return period as a refund to customer and not a performance obligation. The estimated allowance for returns is based on historical percentage of returns and allowance from prior periods and the customer's historical purchasing pattern. This estimate is deducted from revenues based on the gross transaction price.

Principal versus Agent. The Company considered the principal versus agent guidance of the new revenue recognition standard and concluded that the Company is the principal in a third-party transaction. The Company manufactures its products and has control over transfer of its products to Dealer Distributors, Contract Distributors, and end customers.

Costs to obtain or fulfill a contract. Costs incurred to obtain a contract are immaterial. Commission cost is not an incremental cost directly related to obtaining a contract.

Shipping costs. The Company recognizes shipping and handling activities that occur after the customer has obtained control of goods as a fulfillment cost rather than as an additional promised service. Therefore, the Company recognizes revenue and accrues shipping and handling costs when the control of goods transfers to the customer upon shipment.

Advertising costs. Cooperative advertising and partnership discounts are consideration payable to a customer and not a payment in exchange for a distinct product or service at fair value. Estimated cooperative advertising and partnership discounts are reductions to the transaction price.

Practical Expedients. The Company did not use either the practical expedient for the existence of a significant financing component or, the practical expedient for expensing certain costs of obtaining a contract.

3.
Net Income per Share

The following shows a reconciliation of basic earnings per share (“EPS”) to diluted EPS:

 
For the Year Ended December 31,
 (in thousands, except per-share amounts)
2018
 
2017
 
2016
Net income available to common stockholders
$
126,633

 
$
92,617

 
$
89,734

 
 
 
 
 
 
Basic weighted average shares outstanding
46,213

 
47,486

 
48,084

Dilutive effect of potential common stock equivalents
327

 
288

 
211

Diluted weighted average shares outstanding
46,540

 
47,774

 
48,295

Net earnings per share:
 

 
 

 
 

Basic
$
2.74

 
$
1.95

 
$
1.87

Diluted
$
2.72

 
$
1.94

 
$
1.86




4.
Stockholders' Equity

Stock Repurchase Program

At its meeting in August 2016, the Board authorized the Company to repurchase up to $125 million of its common stock. This authorization increased and extended the $50.0 million repurchase authorization from February 2016. At its meeting in August 2017, the Board authorized the Company to repurchase up to $275.0 million of its common stock. This authorization increased and extended the $125.0 million repurchase authorization from August 2016 and remained in effect through December 31, 2018.



For the fiscal year ended December 31, 2017, the Company purchased a total of 1,138,387 shares of its common stock for a total of $60.0 million through accelerated share repurchase programs that the Company entered into with Wells Fargo, which included 460,887 shares purchased at an average share price of $43.39 per share pursuant to a $20.0 million accelerated share repurchase program initiated in June 2017 (the "2017 June ASR Program"), and 677,500 shares received at an average share price of $59.04 per share, or $40.0 million, pursuant to a $50.0 million accelerated share repurchase program initiated in December 2017 (the "2017 December ASR Program").

In February 2018, the Company received 182,171 shares of its common stock as the final delivery for the 2017 December ASR Program. For the year ended December 31, 2018, the Company repurchased 1,772,658 shares of the Company's common stock on the open market at an average price of $62.69 per share. As of December 31, 2018, the Company repurchased approximately $234.6 million of the Company's previously announced $275.0 million share repurchase authorization (which expired at the end of 2018).

At the Company's meeting in December 2018, the Board authorized the Company to repurchase up to $100.0 million of its common stock which will remain in effect through the end of 2019.

See the "Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2018, 2017 and 2016."

Comprehensive Income or Loss
 
The following shows the components of accumulated other comprehensive income or loss as of December 31, 2018 and 2017, respectively:

 
Foreign Currency Translation
 
Pension Benefit
 
Total
(in thousands)
 
 
Balance at January 1, 2016
$
(27,552
)
 
$
(1,024
)
 
$
(28,576
)
Other comprehensive income before reclassification net of tax benefit (expense) of ($222) and $87, respectively
(3,920
)
 
(474
)
 
(4,394
)
Balance at December 31, 2016
(31,472
)
 
(1,498
)
 
(32,970
)
Other comprehensive loss net of tax benefit (expense) of ($0) and $37, respectively
21,273

 
(944
)
 
20,329

Amounts reclassified from accumulative other comprehensive income, net of $0 tax
145

 
—

 
145

Balance at December 31, 2017
(10,054
)
 
(2,442
)
 
(12,496
)
Other comprehensive loss net of tax benefit (expense) of $0 and $59, respectively
(12,911
)
 
757

 
(12,154
)
Balance at December 31, 2018
$
(22,965
)
 
$
(1,685
)
 
$
(24,650
)



5.
Stock-Based Compensation

The Company currently maintains an equity incentive plan, the Simpson Manufacturing Co., Inc. Amended and Restated 2011 Incentive Plan (the “2011 Plan”). The 2011 Plan amended and restated in their entirety, and incorporated and superseded, both the Simpson Manufacturing Co., Inc. 1994 Stock Option Plan (the “1994 Plan”), which was principally for the Company’s employees, and the Simpson Manufacturing Co., Inc. 1995 Independent Director Stock Option Plan (the “1995 Plan”), which was for the Company's independent directors. Awards previously granted under the 1994 Plan or the 1995 Plan will not be affected by the adoption of the 2011 Plan and will continue to be governed by the 1994 Plan or the 1995 Plan, respectively. The Company does not currently intend to award incentive stock options or restricted stock units under the 1994 Plan or the 1995 Plan.

Under the 2011 Plan, no more than 16.3 million shares of the Company’s common stock in aggregate may be issued including shares already issued pursuant to prior awards granted under the 2011 Plan. Shares of common stock underlying awards to be issued pursuant to the 2011 Plan are registered under the Securities Act. Under the 2011 Plan, the Company may grant restricted stock and restricted stock units, although the Company currently intends to award primarily performance-based and/or time-based restricted stock units ("RSUs").





The following table shows the Company’s stock-based compensation activity:
 
Fiscal Years Ended December 31,
(in thousands) 
2018
 
2017
 
2016
Stock-based compensation expense recognized in operating expenses
$
10,356

 
$
12,744

 
$
13,113

Tax benefit of stock-based compensation expense in provision for income taxes
2,476

 
4,575

 
4,757

Stock-based compensation expense, net of tax
$
7,880

 
$
8,169

 
$
8,356

Fair value of shares vested
$
15,372

 
$
11,043

 
$
13,186

Proceeds to the Company from the exercise of stock-based compensation
$
695

 
$
6,610

 
$
7,976

Tax benefit from exercise of stock-based compensation, including shortfall tax benefits
$
—

 
$
—

 
$
(251
)


The Company allocates stock-based compensation expense among cost of sales, research and development and other engineering expense, selling expense, or general and administrative expense based on the job functions performed by the employees to whom the stock-based compensation is awarded. Stock-based compensation cost capitalized in inventory was immaterial for all periods presented.

The following table summarizes the Company’s unvested restricted stock unit activity for the year ended December 31, 2018:

Shares
(in thousands)
 
Weighted-
Average
Price
 
Aggregate
Intrinsic
Value *
(in thousands)
Unvested Restricted Stock Units (RSUs)
 
 
Outstanding at January 1, 2018
696

 
$
35.34

 
$
39,609

Awarded
189

 
54.99

 


Vested
(263
)
 
35.23

 


Forfeited
(18
)
 
39.23

 


Outstanding at December 31, 2018
604

 
$
41.37

 
$
32,669

Outstanding and expected to vest at December 31, 2018
598

 
$
41.32

 
$
32,388



*  The intrinsic value for outstanding and expected to vest is calculated using the closing price per share of $54.13, as reported by the New York Stock Exchange on December 31, 2018.
 
During the year ended December 31, 2018, the Company granted 189,167 RSUs to the Company's employees, including officers, and eight non-employee directors at an estimated weighted average fair value of $54.99 per share, based on the closing price (adjusted for certain market factors, and to a lesser extent, the present value of dividends) of the Company's common stock on the grant grants. The RSUs granted to the Company's employees may be time-based, performance-based or time- and performance-based. Certain of the performance-based RSUs are granted to officers and key employees, where the number of performance-based awards to be issued is based on the achievement of certain Company performance criteria established in the RSU agreement over a cumulative three year period. These awards cliff vest after three years. In addition, these same officers and key employees also receive time-based RSUs, which vest pursuant to a three-year graded vesting schedule. Time- and performance based RSUs are granted to the Company's employees excluding officers and certain key employees, vest ratably over the four year life of the award, and require the underlying shares of the Company's common stock to be subject to a performance-based adjustment during the first year.

The total intrinsic value of RSUs vested during the years ended December 31, 2018, 2017 and 2016 was $9.8 million, $10.8 million and $10.3 million, respectively, based on the market value on the vest date.


64



The following table summarizes the Company’s stock option activity for the year ended December 31, 2018:
 
Shares
(in thousands)
 
Weighted-
Average
Exercise
Price
 
Weighted-
Average
Remaining
Contractual
Life
 
Aggregate
Intrinsic
Value*
(in thousands)
Non-Qualified Stock Options
 
 
 
Outstanding at January 1, 2018
28

 
$
29.66

 
0.1

 
$
780

Exercised
(23
)
 
$
29.66

 
 

 
 

Forfeited
(5
)
 
$
29.66

 
 
 
 
Outstanding and exercisable at December 31, 2018
—

 
$
—

 
—

 
$
—



The total intrinsic value of stock options exercised during each of the three years ended December 31, 2018, 2017 and 2016, was $0.7 million, $4.6 million and $3.1 million, respectively. Currently, the Company is not awarding stock options under its 2011 Plan.

As of December 31, 2018, the Company's aggregate unamortized stock compensation expense was approximately $10.3 million, which is entirely attributable to unvested RSUs and is expected to be recognized in expense over a weighted-average period of approximately 2.1 years.

Stock Bonus Plan

The Company also maintains a stock bonus plan, the Simpson Manufacturing Co., Inc. 1994 Employee Stock Bonus Plan (the “Stock Bonus Plan”), whereby it awards shares of the Company’s common stock to employees, who do not otherwise participate in any of the Company’s equity-based incentive plans and meet minimum service requirements as determined by the Committee. The number of shares awarded, as well as the required period of service, is determined by the Committee. Shares have generally been awarded under the Stock Bonus Plan following the year in which the respective employee reached his or her tenth, twentieth, thirtieth, fortieth or fiftieth anniversary of employment with the Company or any direct or indirect subsidiary thereof. The Company awarded 9,000 shares for service through 2018, (5,500 shares to be issued and 3,500 shares of which are expected to be settled in cash for the Company's foreign employees). In 2017 and 2016, the Company awarded 12,000 and 10,000 shares, respectively. As a result, we recorded pre-tax compensation charges of $0.8 million, $1.2 million and $0.8 million for each of the years ended December 31, 2018, 2017 and 2016, respectively. The charges also include cash bonuses to compensate employees for income taxes payable as a result of the stock bonuses.
 

6. Trade Accounts Receivable, net

Trade accounts receivable consisted of the following:
 
 
December 31,
 (in thousands)
2018
 
2017
Trade accounts receivable
$
149,886

 
$
139,910

Allowance for doubtful accounts
(1,364
)
 
(996
)
Allowance for sales discounts
(2,470
)
 
(2,956
)
 
$
146,052

 
$
135,958


 
The Company adopted ASC 606 effective January 1, 2018, resulting in the reclassification of an estimated refund liability of $0.8 million from allowance for sales discounts and returns to other current liabilities as of December 31, 2018.



65



7.
Inventories
 
The components of inventories consisted of the following:

 
December 31,
 (in thousands) 
2018
 
2017
Raw materials
$
98,058

 
$
91,022

In-process products
24,645

 
26,849

Finished products
153,385

 
135,125

 
$
276,088

 
$
252,996




8.
Property, Plant and Equipment, net
 
Property, plant and equipment consisted of the following:
 
 
December 31,
 (in thousands)
2018
 
2017
Land
$
30,034

 
$
33,087

Buildings and site improvements
198,809

 
212,817

Leasehold improvements
4,826

 
4,684

Machinery and equipment
330,076

 
300,334

 
563,745

 
550,922

Less accumulated depreciation and amortization
(318,388
)
 
(299,907
)
 
245,357

 
251,015

Capital projects in progress
9,240

 
22,005

 
$
254,597

 
$
273,020


 
Included in property, plant and equipment at December 31, 2018 and 2017, are fully depreciated assets with an original cost of $196.8 million and $189.9 million, respectively. These fully depreciated assets are still in use in the Company’s operations. The Company capitalizes certain development costs associated with internal use software, including the direct costs of services provided by third-party consultants and payroll for internal employees, both of which are performing development and implementation activities on a software project. As of December 31, 2018 and 2017, the Company had capitalized software development costs subject to amortization of $39.1 million and $20.5 million, respectively, and as of December 31, 2018 and 2017, $3.6 million and $12.2 million, respectively, included in capital projects in progress.

In November 2018, the Company sold a facility that was not occupied by the Company and was leased to a third party. The Company received net proceeds of $17.5 million, after closing costs and sales price adjustments

Depreciation expense, including depreciation of equipment, internally developed software and software acquired through capital lease arrangements, was $33.3 million, $27.3 million and $21.6 million for the years ended December 31, 2018, 2017 and 2016, respectively.

9.
Goodwill and Intangible Assets
Goodwill
The annual changes in the carrying amount of goodwill, by segment, as of December 31, 2017 and 2018, were as follows, respectively:


66



(in thousands)
North
America
 
Europe
 
Asia
Pacific
 
Total
Balance as of January 1, 2017
 
 
 
 
 
 
 
Goodwill
$
96,154

 
$
51,031

 
$
1,375

 
$
148,560

Accumulated impairment losses
(10,666
)
 
(13,415
)
 
—

 
(24,081
)
 
85,488

 
37,616

 
1,375

 
124,479

Goodwill acquired
10,066

 
—

 
—

 
10,066

Foreign exchange
198

 
2,472

 
114

 
2,784

Reclassifications (1)
3

 
(192
)
 
—

 
(189
)
Balance as of December 31, 2017
 
 
 
 
 
 
0

Goodwill
106,421

 
53,311

 
1,489

 
161,221

Accumulated impairment losses
(10,666
)
 
(13,415
)
 
—

 
(24,081
)
 
95,755

 
39,896

 
1,489

 
137,140

Goodwill acquired
913

 
—

 
—

 
913

Foreign exchange
(233
)
 
(738
)
 
(145
)
 
(1,116
)
Balance as of December 31, 2018
 
 
 
 
 
 
0

Goodwill
107,101

 
52,573

 
1,344

 
161,018

Accumulated impairment losses
(10,666
)
 
(20,102
)
 
—

 
(30,768
)
 
$
96,435

 
$
32,471

 
$
1,344

 
$
130,250

 (1) During 2017, $3 thousand and $192 thousand was reclassified to other assets, with a corresponding $189 thousand decrease in goodwill related to the CG
Visions and MS Decoupe acquisitions.

Goodwill Impairment Testing

The Company tests goodwill for impairment at the reporting unit level on an annual basis (in the fourth quarter for the Company). The Company also reviews goodwill for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or disposition or relocation of a significant portion of a reporting unit.
 
The reporting unit level is generally one level below the operating segment, which is at the country level, except for the United States, Australia and S&P Clever reporting units.
 
The Company determined that the United States reporting unit includes four components: Northwest United States, Southwest United States, Northeast United States and Southeast United States (collectively, the “U.S. Components”). The Company aggregates the U.S. Components into a single reporting unit because management concluded that they are economically similar and that the goodwill is recoverable from the U.S. Components working in concert. The U.S. Components are economically similar because of a number of factors, including selling similar products to shared customers and sharing assets and services such as intellectual property, manufacturing assets for certain products, research and development projects, manufacturing processes, management of inventory excesses and shortages and administrative services. These activities are managed centrally at the U.S. Components level and costs are allocated among the four U.S. Components.
 
The Company determined that the Australia reporting unit includes three components: Australia, New Zealand, and United Arab Emirates (collectively, the “AU Components”). The Company aggregates the AU Components into a single reporting unit because management concluded that they are economically similar and that the goodwill is recoverable from the AU Components working in concert. The AU Components are economically similar because of a number of factors, including that New Zealand, and United Arab Emirates operate as extensions of their Australian parent company selling similar products and sharing assets and services such as intellectual property, manufacturing assets for certain products, management of inventory excesses and shortages and administrative services. These activities are managed centrally at the AU Components level and costs are allocated among the AU Components.
 
The Company determined that the S&P Clever reporting unit includes ten components: S&P Switzerland, S&P Poland, S&P Austria, S&P The Netherlands, S&P Portugal, S&P Germany, S&P France, Socom, S&P Nordic and S&P Spain (collectively, the "S&P Components”). The Company aggregates the S&P Components into a single reporting unit because management concluded that they are economically similar and that the goodwill is recoverable from the S&P Components working in concert. The S&P Components are economically similar because of a number of factors, including sharing assets and services such as intellectual property, manufacturing assets for certain products, research and development projects, manufacturing processes, management

67



of inventory excesses and shortages and administrative services. These activities are managed centrally at the S&P Components level and costs are allocated among the S&P Components.
 
The Company may first assess qualitative factors related to the goodwill of the reporting unit to determine whether it is necessary to perform an impairment test. If the Company judges that it is more likely than not that the fair value of the reporting unit is greater than the carrying amount of the reporting unit, including goodwill, no further testing is required. This assessment method was not utilized in our 2018 annual goodwill impairment test.

For all reporting units, the Company compares the fair value of the reporting unit to its carrying value. The fair value calculation uses both the income approach (discounted cash flow method) and the market approach, equally weighted. If the Company judges that the carrying value of the net assets assigned to the reporting unit, including goodwill, exceeds the fair value of the reporting unit, the Company would record an impairment charge equal to the difference between the implied fair value of the goodwill and the carrying value, not to exceed the goodwill asset's carrying amount.
 
Determining the fair value of a reporting unit, or an indefinite-lived purchased intangible asset, requires significant estimates and assumptions. These estimates and assumptions include revenue growth rates, operating margins and working capital requirements used to calculate projected future cash flows, risk-adjusted discount rates, selected multiples, control premiums and future economic and market conditions (Level 3 fair value inputs). The Company bases its fair value estimates on assumptions that it believes to be reasonable, but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates.
 
Assumptions about a reporting unit’s operating performance in the first year of the discounted cash flow model used to determine whether or not the goodwill related to that reporting unit is impaired are derived from the Company’s budget. The fair value model considers such factors as macro-economic conditions, revenue and expense forecasts, product line changes, material, labor and overhead costs, tax rates, working capital levels and competitive environment. Future estimates, however derived, are inherently uncertain but the Company believes that this is the most appropriate source on which to base its fair value calculations.
 
The Company uses these parameters only to provide a basis for the determination of whether or not the goodwill related to a reporting unit is impaired. No inference whatsoever should be drawn from these parameters about the Company’s future financial performance and they should not be taken as projections or guidance of any kind.
 
The 2018 annual testing of goodwill for impairment resulted in an impairment charge. The carrying value of the Denmark reporting unit exceeded its fair value in an amount that approximated the carrying value of its goodwill, primarily due to the reporting unit not meeting management's pre-tax operating profit objectives. As a result, the Company impaired all of the Denmark reporting unit’s goodwill, which was $6.7 million at December 31, 2018.

The 2017 and 2016 annual testing of goodwill for impairment did not result in impairment charges.

Amortizable Intangible Assets
Intangible assets from acquired businesses are recognized at their estimated fair values at the date of acquisition and consist of patents, unpatented technology, non-compete agreements, trademarks, customer relationships and other intangible assets. Finite-lived intangibles are amortized to expense over the applicable useful lives, ranging from three to 21 years, based on the nature of the asset and the underlying pattern of economic benefit as reflected by future net cash inflows. The Company performs an impairment test of finite-lived intangibles whenever events or changes in circumstances indicate their carrying value may be impaired.
The total gross carrying amount and accumulated amortization of definite-lived intangible assets at December 31, 2018 were $53.2 million and $28.8 million, respectively. The aggregate amount of amortization expense of intangible assets for the years ended December 31, 2018, 2017 and 2016 was $6.2 million, $6.0 million and $6.1 million, respectively.


68



The annual changes in the carrying amounts of patents, unpatented technologies, customer relationships and non-compete agreements and other intangible assets subject to amortization for the years ended December 31, 2018 and 2017 were as follows:
(in thousands)
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Patents
 
 
Balance at January 1, 2017
$
1,718

 
$
(528
)
 
$
1,190

Acquisition
800

 
—

 
$
800

Amortization
—

 
(187
)
 
(187
)
Foreign exchange
2

 
—

 
2

Removal of fully amortized assets
(170
)
 
170

 
—

Balance at December 31, 2017
2,350

 
(545
)
 
1,805

Amortization
—

 
(107
)
 
(107
)
Removal of fully amortized assets
(241
)
 
241

 
—

Balance at December 31, 2018
$
2,109

 
$
(411
)
 
$
1,698

 
(in thousands)
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Unpatented Technology
 
 
Balance at January 1, 2017
$
21,162

 
$
(9,003
)
 
$
12,159

Amortization
—

 
(1,976
)
 
(1,976
)
Foreign exchange
505

 
—

 
505

Balance at December 31, 2017
21,667

 
(10,979
)
 
10,688

Amortization
—

 
(2,557
)
 
(2,557
)
Reclassifications (1)
277

 
—

 
277

Foreign exchange
(90
)
 
$
—

 
(90
)
Removal of fully amortized assets
(1,192
)
 
1,192

 
—

Balance at December 31, 2018
$
20,662

 
$
(12,344
)
 
$
8,318

 (1) Reclassifications in 2018 of $0.3 million in unpatented technology, with a corresponding reduction in other assets related to Technogrout asset acquisition.
(in thousands)
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Non-Compete Agreements,
Trademarks and Other
 
 
 
 
Balance at January 1, 2017
$
6,727

 
(4,100
)
 
2,627

Acquisition
9,260

 
—

 
9,260

Amortization
—

 
(2,495
)
 
(2,495
)
Foreign exchange
16

 
—

 
16

Removal of fully amortized assets
(3,778
)
 
3,778

 
—

Balance at December 31, 2017
12,225

 
(2,817
)
 
9,408

Acquisition
879

 
—

 
879

Amortization
—

 
(1,757
)
 
(1,757
)
Reclassifications
(24
)
 
—

 
(24
)
Removal of fully amortized asset
(855
)
 
855

 
—

Balance at December 31, 2018
$
12,225

 
$
(3,719
)
 
$
8,506


69



(in thousands)
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Customer Relationships
 
 
Balance at January 1, 2017
$
21,217

 
(14,945
)
 
6,272

Acquisition
1,091

 
—

 
1,091

Amortization
—

 
(1,574
)
 
(1,574
)
Reclassifications(1)
626

 
—

 
626

Foreign exchange
394

 
—

 
394

Removal of fully amortized assets
(5,650
)
 
5,650

 
—

Balance at December 31, 2017
17,678

 
(10,869
)
 
6,809

Amortization
—

 
(1,430
)
 
(1,430
)
Foreign exchange
(115
)
 
—

 
(115
)
Balance at December 31, 2018
$
17,563

 
$
(12,299
)
 
$
5,264

     (1) During 2017, $0.6 million was reclassified to customer relationships with a corresponding $0.6 million decrease in other assets related to the MS Decoupe
acquisition.
      
At December 31, 2018, estimated future amortization of intangible assets was as follows:
 
(in thousands) 
2019
$
5,319

2020
5,287

2021
4,807

2022
2,928

2023
2,124

Thereafter
3,321

 
$
23,786


 
Indefinite-Lived Intangible Assets

As of December 31, 2018, the only indefinite-lived intangible asset, consisting of a trade name, totaled $0.6 million.

Definite-lived and indefinite-lived assets, net, by segment as of December 31, 2018 and 2017 were as follows: 
 
December 31, 2017
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
(in thousands)
 
 
Total Intangible Assets
 
 
North America
$
30,775

 
$
(13,732
)
 
$
17,043

Europe
23,762

 
(11,479
)
 
12,283

Total
$
54,537

 
$
(25,211
)
 
$
29,326


 
At December 31, 2018
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
(in thousands)
 
 
Total Intangible Assets
 
 
North America
$
30,825

 
$
(16,002
)
 
$
14,823

Europe
22,353

 
(12,774
)
 
9,579

Total
$
53,178

 
$
(28,776
)
 
$
24,402



10.
Acquisitions and Dispositions

Under the business combinations topic of the FASB ASC 805, the Company accounts for acquisitions where the acquiree meets the definition of an acquired business as business combinations and ascribes acquisition-date fair values to the acquired assets and

70



assumed liabilities. Provisional fair value measurements are made at the time of the acquisitions. Adjustments to those measurements may be made in subsequent periods, up to one year from the acquisition date, as information necessary to complete the analysis is obtained. Fair value of intangible assets are generally based on Level 3 inputs.

CG Visions, Inc.

In January 2017, to support our strategic initiative to sell engineered products solutions, the Company acquired CG Visions, Inc. ("CG Visions"), an Indiana corporation for $20.8 million. CG Visions provides scalable technologies and services in building information modeling ("BIM") technologies, estimation tools and software solutions to a number of the top 100 mid-sized to large builders in the United States, which are expected to complement and support the Company's sales in North America. During the third quarter of 2017, the Company finalized its fair value measurement of assets acquired and liabilities assumed in this acquisition. CG Visions assets and liabilities included other current assets of $0.5 million, noncurrent assets of $20.4 million, current liabilities and contingent consideration of $1.1 million. Included in noncurrent assets was goodwill of $10.1 million, which was assigned to the North America segment, and intangible assets of $10.3 million, both of which are not subject to tax-deductible amortization. The estimated weighted-average amortization period for the intangible assets is 7 years.

Gbo Fastening Systems AB

In January 2017, the Company acquired Gbo Fastening Systems AB ("Gbo Fastening Systems"), a Sweden limited company, for $10.2 million. Gbo Fastening Systems manufactures and sells a complete line of CE-marked structural fasteners as well as fastener dimensioning software for wood construction applications, currently sold mostly in northern and eastern Europe, which are expected to complement the Company's line of wood construction products in Europe. The Gbo Fastening Systems acquisition result in a $6.3 million gain on bargain purchase of a business, which was included in the consolidated statements of operation. Without speculating regarding the sellers' motivation, the Company does not know why Gbo Fastening Systems was sold below fair value, resulting in a nonrecurring bargain purchase gain for the Company.

The following table represents the final allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed in the Gbo Fastening Systems acquisition:

(In thousands)
 
 
Assets*
Cash and cash equivalents
$
3,956

 
Accounts receivable
4,914

 
Inventory
13,591

 
Other current assets
760

 
Noncurrent assets
3,929

 
 
27,150

 
 
 
Liabilities
Accounts payable
4,500

 
Other current liabilities and long-term liabilities
6,146

 
 
10,646

 
 
 
Total net assets
 
16,504

 
Gain on bargain purchase of a business, net of tax
(6,336
)
 
Total purchase price
10,168

*
Intangible assets acquired were determined to have little to no value, thus were not recognized
 

Multi Services Dêcoupe S.A.

In August 2016, the Company purchased all of the outstanding shares of Multi Services Dêcoupe S.A. ("MS Decoupe"), a Belgium public limited company, for $6.9 million. MS Decoupe primarily manufactures and distributes wood construction, plastic, and metal labeling products in Belgium and the Netherlands, including distributing the Company's products manufactured at the Company's production facility in France. With this acquisition, the Company could potentially offer the Belgium market a wider-range of its products, shorten delivery lead times, and expand the Company's sales presence into the Netherlands market. During

71



the third quarter of 2017, the Company finalized its fair value measurement of assets acquired and liabilities assumed in this acquisition. MS Decoupe assets and liabilities included cash and cash equivalents of $1.4 million, other current assets of $1.6 million, noncurrent assets of $5.0 million, current liabilities of $0.6 million and noncurrent deferred income tax liabilities of $1.0 million. Included in noncurrent assets was goodwill of $1.4 million, which was assigned to the Europe segment, and intangible assets of $1.7 million, both of which are not subject to tax-deductible amortization. The estimated weighted-average amortization period for the intangible assets is 10 years.

The results of operations of the businesses acquired in 2016 through 2018 have been in the Company’s consolidated results of operations since the date of the acquisition. They were not material to the Company on an individual or aggregate basis, and accordingly, pro forma results of such operations have not been presented.

Sales of Gbo Poland and Gbo Romania

As a result of incompatibility with Simpson's market strategy, the Company completed the sale of all of its equity in Gbo Fastening Systems' Poland and Gbo Romania subsidiaries on September 29, 2017 and October 31, 2017, respectively, for approximately $10.2 million, resulting in a loss of $0.2 million which was presented in the accompanying statements of operations.


11.
Equity Investments

In December 2016, the Company acquired a 25.0% equity interest in Ruby Sketch Pty Ltd. (“Ruby Sketch”), an Australian proprietary limited company, for $2.5 million. The Company has accounted for its ownership interest using the equity method of accounting and recognized Ruby Sketch investment at cost. The investment will fluctuate in future periods based on the Company’s allocable share of earnings or losses from the investment which is recognized through earnings.

Ruby Sketch develops software that assists in designing residential structures, primarily used in Australia and potentially for the North America market. The Company’s future relationship with Ruby Sketch also could potentially include the specification of the Company’s products in Ruby Sketch's software. The Company has no obligation to make any additional capital contributions to Ruby Sketch.

12.
Accrued Liabilities
 
Accrued liabilities consisted of the following:
 
 
December 31,
(in thousands)
2018
 
2017
Sales incentive and advertising accruals
$
36,312

 
$
31,143

Vacation liability
2,901

 
8,993

Dividend payable
10,024

 
9,954

Labor related liabilities
22,365

 
20,196

Sales taxes payable and other
26,970

 
18,199


$
98,572

 
$
88,485


 

13.
Debt
 
The Company has revolving lines of credit with various banks in the United States and Europe. Total available credit at December 31, 2018 was $304.0 million including revolving credit lines and an irrevocable standby letter of credit in support of various insurance deductibles.
 
The Company’s primary credit facility is a $300.0 million revolving line of credit, which expires on July 23, 2021. Amounts borrowed under this credit facility will bear interest at an annual rate equal to either, at the Company’s option, (a) the rate for Eurocurrency deposits for the corresponding deposits of United States dollars appearing on Reuters LIBOR1screen page (the “LIBOR Rate”), adjusted for any reserve requirement in effect, plus a spread of 0.60% to 1.45%, determined quarterly based on the Company’s leverage ratio (at December 31, 2018, the LIBOR Rate was 2.46%, or (b) a base rate, plus a spread of 0.00% to 0.45%, determined quarterly based on the Company’s leverage ratio. The base rate is defined in a manner such that it will not be less than the LIBOR Rate. The Company will pay fees for standby letters of credit at an annual rate equal to the applicable spread

72



described above, and will pay market-based fees for commercial letters of credit. The Company is required to pay an annual facility fee of 0.15% to 0.30% of the available commitments under the credit agreement, regardless of usage, with the applicable fee determined on a quarterly basis based on the Company’s leverage ratio. There was no amount outstanding under this revolving line of credit as of December 31, 2018 and 2017, respectively.
 
In addition to the $300.0 million credit facility, the Company’s borrowing capacity under other revolving credit lines totaled $3.4 million at December 31, 2018. The other revolving credit lines charge interest ranging from 0.49% to 9.50% and have maturity dates of December 2019. The Company had $0.8 million outstanding under these other revolving lines of credit as of December 31, 2018, and had no outstanding balance as of December 31, 2017.
 
The Company and its subsidiaries are required to comply with various affirmative and negative covenants. The covenants include provisions that would limit the availability of funds as a result of a material adverse change to the Company’s financial position or results of operations. The Company was in compliance with its financial covenants under the loan agreement as of December 31, 2018.
 
The Company incurs interest costs, which include interest, maintenance fees and bank charges. The amount of costs incurred, capitalized, and expensed for the years ended December 31, 2018, 2017 and 2016, consisted of the following:
 
 
Years Ended December 31,
 
2018
 
2017
 
2016
Interest costs incurred
$
1,224

 
$
1,249

 
$
1,167

Less: Interest capitalized
(160
)
 
(72
)
 
(20
)
Interest expense
$
1,064

 
$
1,177

 
$
1,147



Capital Lease Obligations

During 2017, the Company entered into two four-year lease agreements for certain office equipment with Cisco Systems Capital Corporation for a total of approximately $4.4 million, which was recorded in fixed assets as capital lease obligations. These capital lease obligations are included in current liabilities and other long-term liabilities in the accompanying consolidated balance sheets. The interest rates for these two capital leases are 2.89% and 3.50%, respectively, and the two leases will mature in May 2021 and July 2021, respectively.

As of December 31, 2018, the current portion of the outstanding liability for the leased equipment was approximately $1.1 million and the long-term portion was approximately $1.6 million.
 

14.
Commitments and Contingencies
 
Leases
 
Certain properties occupied by the Company are leased. The leases expire at various dates through 2026 and generally require the Company to assume the obligations for insurance, property taxes and maintenance of the facilities.
 
Rental expense for 2018, 2017 and 2016 with respect to all leased property was approximately $6.9 million, $6.4 million and $5.9 million, respectively.
 
At December 31, 2018, minimum rental commitments under all non-cancelable leases were as follows:
 
(in thousands) 

73



2019
$
6,962

2020
5,830

2021
4,481

2022
3,457

2023
2,399

Thereafter
8,563

Total
$
31,692


 
Some of these minimum rental commitments contain renewal options and provide for periodic rental adjustments based on changes in the consumer price index or current market rental rates. Other rental commitments provide options to cancel early without penalty. Future minimum rental payments under the earliest cancellation options are included in the minimum rental commitments in the table above.

Other Contractual Obligations
 
Purchase obligations consist of commitments primarily related to the acquisition, construction or expansion of facilities and equipment, consulting agreements, and minimum purchase quantities of certain raw materials. The Company is not a party to any long-term supply contracts with respect to the purchase of raw materials or finished goods. Debt interest obligations include annual facility fees on the Company’s primary line-of-credit facility. Interest on line-of-credit facilities was estimated based on historical borrowings and repayment patterns.
 
At December 31, 2018, other contractual obligations were as follows:

(in thousands) 
As of December 31, 2018
Debt and Interest Obligations
 
Capital Lease Obligations
Purchase Obligations
 
Total
2019
$
1,234

 
$
1,160

$
28,438

 
$
30,832

2020
450

 
1,160

2,367

 
3,977

2021
250

 
484

1,507

 
2,241

2022
—

 
—

583

 
583

2023
—

 
—

—

 
—

Thereafter
—

 
—

—

 
—

Total
$
1,934

 
$
2,804

$
32,895

 
$
37,633


 
Employee Relations
 
As of December 31, 2018, in the U.S. approximately 14% of our employees are represented by labor unions and are covered by collective bargaining agreements. The Company has two-facility locations with collective bargaining agreements covering tool and die craftsmen, maintenance workers, and sheet-metal workers. In Stockton, California, two union contracts will expire in September 2019 and June 2023, respectively. Also, the Company has two contracts in San Bernardino County, California that will expire in June 2022 and February 2021, respectively. The Company expects to agree on the extension with the existing labor union contract that will expire in September 2019, while parties are negotiating a new agreement. Based on current information and subject to future events and circumstances, the Company believes that, even if new agreements are not reached before the existing labor union contracts expire, it is not expected to have a material adverse effect on the Company's ability to provide products to customers or on the Company's profitability.

Environmental

The Company’s policy with regard to environmental liabilities is to accrue for future environmental assessments and remediation costs when information becomes available that indicates that it is probable that the Company is liable for any related claims and assessments and the amount of the liability is reasonably estimable. The Company does not believe that any such matters will have a material adverse effect on the Company’s financial condition, cash flows or results of operations.

Litigation and Potential Claims

74




From time to time, the Company is involved in various legal proceedings and other matters arising in the normal course of business. Corrosion, hydrogen enbrittlement, cracking, material hardness, wood pressure-treating chemicals, misinstallations, misuse, design and assembly flaws, manufacturing defects, labeling defects, product formula defects, inaccurate chemical mixes, adulteration, environmental conditions, or other factors can contribute to failure of fasteners, connectors, anchors, adhesives, specialty chemicals, such as fiber reinforced polymers, and tool products. In addition, inaccuracies may occur in product information, descriptions and instructions found in catalogs, packaging, data sheets, and the Company’s website.

The resolution of any claim or litigation is subject to inherent uncertainty and could have a material adverse effect on the Company’s financial condition, cash flows or results of operations.

Gentry Homes, Ltd. v. Simpson Strong-Tie Company Inc., et al., Case No. 17-cv-00566, was filed in a federal district court in Hawaii against Simpson Strong-Tie Company Inc. and the Company on November 20, 2017. The Gentry case is a product of a previous state court class action, Nishimura v. Gentry Homes, Ltd., et al., Civil No. 11-1-1522-07, which is now closed. The Nishimura case concerned alleged corrosion of the Company’s galvanized “hurricane straps” and mudsill anchor products used in a residential project in Ewa by Gentry, Honolulu, Hawaii. In the Nishimura case, the plaintiff homeowners and the developer, Gentry Homes, Ltd. (“Gentry”), arbitrated their dispute and agreed on a settlement in the amount of approximately $90 million. In the subsequent Gentry case, Gentry alleges breach of warranty and negligent misrepresentation by the Company related to its “hurricane strap” and mudsill anchor products, and demands general, special, and consequential damages from the Company in an amount to be proven at trial. Gentry also seeks pre-judgment and post-judgment interest, attorneys’ fees and costs, and other relief. The Company admits no liability and will vigorously defend the claims brought against it. At this time, the Company cannot reasonably ascertain the likelihood that it will be found responsible for substantial damages to Gentry. Based on the facts currently known, and subject to future events and circumstances, the Company believes that all or part of the claims brought against it in the Gentry case may be covered by its insurance policies.

Charles Vitale, et al. v. D.R. Horton, Inc. and D.R. Horton-Schuler Homes, LLC, Civil No. 15-1-1347-07, a putative class action lawsuit, was filed in the Hawaii First Circuit on July 13, 2015, in which the plaintiff homeowners allege that all homes built by D.R Horton/D.R. Horton-Schuler Homes (collectively, “Horton Homes”) in the State of Hawaii have strap-tie holdowns that are suffering premature corrosion. The complaint alleges that various manufacturers make strap-tie holdowns that suffer from such corrosion. Although the plaintiffs’ original complaint did not specifically reference the Company’s products, their subsequent amended complaints make such reference. The amended complaints also allege that sill plates made by a third party are prematurely corroding. The Company is not currently a party to the Vitale lawsuit, but the lawsuit in the future could potentially involve the Company’s strap-tie holdowns and mudsill anchors. If claims are asserted against the Company in the Vitale case, it will vigorously defend any such claims, whether brought by the plaintiff homeowners or by Horton Homes. Based on the facts currently known, and subject to future events and circumstances, the Company believes that all or part of any claims that any party might bring against it related to the Vitale case may be covered by its insurance policies.

Ronald Yee, et al. v. D.R. Horton, Inc. and D.R. Horton-Schuler Homes, LLC, Civil No. 18-1-1748-10, a putative class action lawsuit, was filed in the Hawaii First Circuit on October 30, 2018 in which the plaintiff homeowners allege that all homes built by D.R Horton/D.R. Horton-Schuler Homes (collectively, “Horton Homes”) in the State of Hawaii have strap-tie holdowns and mudsill anchors made by the Company that are suffering premature corrosion. The case is related to the Vitale matter discussed above. The complaint also alleges that sill plates made by a third party are prematurely corroding. The plaintiff homeowners have not sued the Company, and the Company is not currently a party to the Yee lawsuit. The lawsuit in the future could potentially involve the Company. If claims are asserted against the Company in the Yee case, it will vigorously defend any such claims, whether brought by the plaintiff homeowners or by Horton Homes. Based on the facts currently known, and subject to future events and circumstances, the Company believes that all or part of any claims that any party might bring against it related to the Yee case may be covered by its insurance policies

Given the nature and the complexities involved in the Gentry, Vitale and Yee proceedings, the Company is unable to estimate reasonably the likelihood of possible loss or a range of possible loss until the Company knows, among other factors, (i) the specific claims brought against the Company and the legal theories on which they are based; (ii) what claims, if any, might be dismissed without trial; (iii) how the discovery process will affect the litigation; (iv) the settlement posture of the other parties to the litigation; (v) the damages to be proven at trial, particularly if the damages are not specified or are indeterminate; (vi) the extent to which the Company’s insurance policies will cover the claims or any part thereof, if at all; and (vii) any other factors that may have a material effect on the proceeding.



75



15.
Income Taxes
 
On December 22, 2017, the Tax Reform Act was signed, which includes a broad range of tax reform proposals affecting businesses, including corporate tax rates, business deductions, and international tax provisions. Many of these provisions significantly differ from current U.S. tax law, resulting in financial reporting implications. Some of the changes include, but are not limited to, a U.S. corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the option to claim accelerated depreciation deductions, the transition of U.S. international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings as of December 31, 2017.

While the Tax Reform Act provides for a territorial tax system, beginning in 2018, it includes two new U.S. tax base erosion provisions: the global intangible low-taxed income (“GILTI”) provisions and the base-erosion and anti-abuse tax (“BEAT”) provisions. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The guidance indicates that either accounting for deferred taxes related to GILTI inclusions or to treat any taxes on GILTI inclusions as period cost are both acceptable methods subject to an accounting policy election. Effective the first quarter of 2018, the Company has elected to treat any GILTI inclusions as a period cost.

The BEAT provisions in the Tax Reform Act eliminate the deduction of certain base-erosion payments made to related foreign corporations, and impose a minimum tax if greater than regular tax. The Company is not subject to this tax and therefore has not included any tax impacts of BEAT in its consolidated financial statements for the year ended December 31, 2018. 

On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB 118") was issued by the SEC to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform Act. During the year ended December 31, 2017, the Company recorded provisional amounts for $2.8 million of deferred tax benefit recorded in connection with the re-measurement of deferred tax assets and liabilities and $3.8 million of current tax expense recorded in connection with the transition tax on the mandatory deemed repatriation of foreign earnings. As of December 31, 2018, we have completed our accounting for the tax effects of the Tax Reform Act. Subsequent adjustments to these amounts resulted in additional tax benefits recorded during 2018 of approximately $0.7 million and $0.6 million, respectively. Management will continue to monitor any changes in tax law.

The provision for income taxes from operations consisted of the following: 

 
Years Ended December 31,
(in thousands)
2018
 
2017
 
2016
Current


 


 


Federal
$
27,410

 
$
36,077

 
$
39,649

State
9,515

 
6,357

 
7,053

Foreign
4,605

 
3,068

 
3,333

Deferred


 


 


Federal
3,179

 
6,093

 
260

State
263

 
544

 
13

Foreign
523

 
(338
)
 
(1,142
)

$
45,495

 
$
51,801

 
$
49,166


 
Income and loss from operations before income taxes for the years ended December 31, 2018, 2017, and 2016, respectively, consisted of the following:

 
Years Ended December 31,
 (in thousands) 
2018
 
2017
 
2016
Domestic
$
169,109

 
$
132,105

 
$
131,827

Foreign
3,019

 
12,313

 
7,073


$
172,128

 
$
144,418

 
$
138,900



At December 31, 2018, the Company had $37.0 million of pre-tax loss carryforwards in various foreign taxing jurisdictions, of which $0.9 million will begin to expire between 2019 and 2025. The remaining tax losses can be carried forward indefinitely.

76




At December 31, 2018, and 2017, the Company had deferred tax valuation allowances of $13.3 million and $11.1 million, respectively. The valuation allowance increased $2.1 million and $4.2 million for the years ended December 31, 2018 and 2017, respectively. The increase in 2018 valuation allowances was primarily a result of increases in foreign losses in jurisdictions where the Company has recorded a full valuation allowance. The increase in 2017 valuation allowances was primarily due to the Company's remaining foreign tax credits carryforward in the U.S. As of December 31, 2018, the Company believes it is more likely than not that these foreign tax credits will expire unrealized under the Tax Reform Act.

The Company has not historically recorded federal income taxes on the undistributed earnings of its foreign subsidiaries because such earnings are reinvested and, in the Company’s opinion, will continue to be reinvested indefinitely. The Tax Reform Act provided for a one-time transition tax on the mandatory deemed repatriation of foreign earnings through the year ended December 31, 2017, and as a result, the Company recorded a net $3.2 million tax liability based on undistributed foreign earnings of approximately $23.9 million. As a result of the implications of the 2017 Tax Reform Act and in satisfying Management’s 2020 Plan, the Company announced one-time distributions from select foreign jurisdictions to the U.S. during 2018. The Company repatriated approximately $63.0 million between the third and fourth quarter and recorded taxes of approximately $1.0 million which is primarily comprised of withholding taxes and state income taxes. The Company intends to limit any possible future distributions to earnings previously taxed in the U.S. As a result, the Company has not recognized a deferred tax liability on its investment in foreign subsidiaries. Determination of the related amount of unrecognized deferred U.S. income taxes is not practicable because of the complexities associated with this hypothetical calculation.

Reconciliations between the statutory federal income tax rates and the Company’s effective income tax rates as a percentage of income before income taxes for its operations were as follows:

 
Years Ended December 31,
 (in thousands) 
2018
 
2017
 
2016
Federal tax rate
21.0
 %
 
35.0
 %
 
35.0
 %
State taxes, net of federal benefit
4.5
 %
 
3.2
 %
 
3.4
 %
Tax benefit of domestic manufacturing deduction
—
 %
 
(2.0
)%
 
(2.5
)%
Mandatory deemed repatriation of foreign earnings
—
 %
 
2.7
 %
 
—
 %
Change in U.S. tax rate applied to deferred taxes
—
 %
 
(1.9
)%
 
—
 %
Change in valuation allowance
1.3
 %
 
1.3
 %
 
(0.1
)%
True-up of prior year tax returns to tax provision
(1.2
)%
 
(0.5
)%
 
(0.2
)%
Difference between United States statutory and foreign local tax rates
0.5
 %
 
(0.8
)%
 
(0.3
)%
Change in uncertain tax position
(0.1
)%
 
—
 %
 
(0.2
)%
Other
0.4
 %
 
(1.1
)%
 
0.3
 %
Effective income tax rate
26.4
 %
 
35.9
 %
 
35.4
 %


The decrease in the Company’s effective tax rate is primarily driven by the reduced U.S. federal income tax rate in 2018.


77



The tax effects of the significant temporary differences that constitute the deferred tax assets and liabilities at December 31, 2018 and 2017, respectively, were as follows:
 

 
December 31,
 (in thousands)
2018
 
2017
Deferred asset taxes


 


State tax
$
919

 
$
1,390

Workers’ compensation
785

 
822

Health claims
445

 
487

Vacation liability
370

 
1,008

Allowance for doubtful accounts
171

 
104

Inventories
5,659

 
5,385

Sales incentive and advertising allowances
799

 
709

Stock-based compensation
3,074

 
2,967

Unrealized foreign exchange gain or loss
440

 
291

Foreign tax credit carryforwards
5,043

 
4,453

Uncertain tax positions’ unrecognized tax benefits
39

 
31

Foreign tax loss carry forward
8,091

 
6,892

Other
1,813

 
1,291

 
$
27,648

 
$
25,830

  Less valuation allowances
(13,254
)
 
(11,114
)
  Total deferred asset taxes
$
14,394

 
$
14,716

 
 
 
 
Deferred tax liabilities


 


Depreciation
$
(9,189
)
 
$
(7,050
)
Goodwill and other intangibles amortization
(13,027
)
 
(11,331
)
Tax effect on cumulative translation adjustment
(497
)
 
(487
)
Total deferred tax liabilities
(22,713
)
 
(18,868
)
 
 
 
 
Total Deferred tax asset/(liability)
$
(8,319
)
 
$
(4,152
)


A reconciliation of the beginning and ending amounts of unrecognized tax benefits in 2018, 2017 and 2016, respectively, was as follows, including foreign translation amounts:

Reconciliation of Unrecognized Tax Benefits
2018
 
2017
 
2016
Balance at January 1
$
1,895

 
$
1,119

 
$
1,107

Additions based on tax positions related to prior years
—

 
660

 
204

Reductions based on tax positions related to prior years
(171
)
 
(1
)
 
—

Additions for tax positions of the current year
100

 
319

 
155

Lapse of statute of limitations
(67
)
 
(202
)
 
(347
)
Balance at December 31
$
1,757

 
$
1,895

 
$
1,119


 
Tax positions of $0.1, $0.0, and $0.0 million are included in the balance of unrecognized tax benefits at December 31, 2018, 2017, and 2016, respectively, which if recognized, would reduce the effective tax rate.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense, which is a continuation of the Company’s historical accounting policy. During the year ended December 31, 2018 and 2017, accrued interest increased by $5 thousand and $0.2 million, respectively, and during the years ended 2016, accrued interest decreased by $61 thousand. The Company had accrued $0.4 million for each of the fiscal years ended 2018 and 2017 and $0.2 million for the year ended 2016, for the potential payment of interest, before income tax benefits.
 

78



At December 31, 2018, the Company remained subject to United States federal income tax examinations for the tax years 2015 through 2018. In addition, the Company remained subject to state, local and foreign income tax examinations primarily for the tax years 2013 through 2018.


16.
Retirement Plans
 
The Company has six defined contribution retirement plans covering substantially all salaried employees and nonunion hourly employees. On January 1, 2015, the Simpson Manufacturing Co., Inc. 401(k) Profit Sharing Plan for Salaried Employees was amended, restated and superseded by the Simpson Manufacturing Co., Inc. 401(k) Profit Sharing Plan (the “Restated Plan”), and the Simpson Manufacturing Co., Inc. 401(k) Profit Sharing Plan for Hourly Employees was merged with and incorporated into the Restated Plan. The Restated Plan, covering United States employees, provides for quarterly safe harbor contributions, limited to 3% of the employees quarterly eligible compensation and for annual discretionary contributions, subject to certain limitations, but in no event are total contributions more than the amounts permitted under the Internal Revenue Code as deductible expense. The discretionary amounts for 2016, 2017 and 2018 were equal to 7% of qualifying salaries or wages of the covered employees. The other four plans, covering the Company’s European and Canadian employees, require the Company to make contributions ranging from 3% to 15% of the employees’ compensation. The total cost for these retirement plans for the years ended December 31, 2018, 2017 and 2016, was $15.8 million, $14.2 million and $10.1 million, respectively.
 
We participate in various multiemployer benefit plans that cover some of our employees who are represented by labor unions. We make periodic contributions to these plans in accordance with the terms of applicable collective bargaining agreements and laws but do not sponsor or administer these plans. We do not participate in any multiemployer benefit plans for which we consider our contributions to be individually significant. If we were to otherwise withdraw from participation in any of these plans, applicable law would require us to fund our allocable share of the unfunded vested benefits, which is known as a withdrawal liability. As of December 31, 2018, we believe that there was no probable withdrawal liability under the multiemployer benefit pension plans under the terms of collective-bargaining agreements that cover its union-represented employees.

Our total contribution to various industry-wide, union-sponsored pension funds and a statutorily required pension fund for employees in the U.S. and Europe were $4.5 million, $4.0 million and $3.1 million for the years ended December 31, 2018, 2017 and 2016, respectively.

17. Related Party Transactions
 
During 2018, the Company identified certain purchases of goods and services from companies where the Chief Executive Officer of the Company serves as a director on the respective company providing the goods or services.  The amount of goods and services purchased by the Company pursuant to these arrangements was not material to the Company’s consolidated statement of income and cash flows for the year ended December 31, 2018.


18.
Segment Information
 
The Company is organized into three reporting segments. The segments are defined by the regions where the Company’s products are manufactured, marketed and distributed to the Company’s customers. The three regional segments are the North America segment (comprised primarily of the Company's operations in the United States and Canada), the Europe segment and the Asia/Pacific segment (comprised of the Company’s operations in Asia, the South Pacific, and the Middle East). These segments are similar in several ways, including the types of materials used, the production processes, the distribution channels and the product applications.
 
The Administrative & All Other column primarily includes expenses such as self-insured workers compensation claims for employees of the Company’s venting business, which was sold in 2010, stock-based compensation for certain members of management, interest expense, foreign exchange gains or losses and income tax expense, as well as revenues and expenses related to real estate activities, such as gain on sale of property, rental income and depreciation expense on the Company’s property in Vacaville, California. In November 2018, the Vacaville property was sold for $17.5 million, net of closing costs and sales price adjustments and resulted in a pre-tax gain of $8.8 million.
 
The following table shows certain measurements used by management to assess the performance of the segments described above as of December 31, 2018, 2017 and 2016, respectively:
 

79



(in thousands) 
North
America
 
 Europe
 
Asia/
Pacific
 
Administrative
& All Other
 
 Total
2018
 
 
 
 
Net sales
$
910,587

 
$
159,027

 
$
9,195

 
$
—

 
$
1,078,809

Sales to other segments *
2,279

 
1,773

 
28,292

 
—

 
32,344

Income from operations
164,453

 
(3,026
)
 
2,040

 
8,865

 
172,332

Depreciation and amortization
30,505

 
6,297

 
1,794

 
797

 
39,393

Impairment of goodwill
—

 
6,686

 
—

 
—

 
6,686

Significant non-cash charges
6,340

 
1,169

 
48

 
3,619

 
11,176

Provision for income taxes
39,638

 
2,947

 
113

 
2,797

 
45,495

Capital expenditures and business acquisitions, net of
    cash acquired
27,059

 
2,556

 
1,702

 
—

 
31,317

Total assets
1,119,012

 
157,437

 
25,644

 
(280,430
)
 
1,021,663


(in thousands) 
North
America
 
 Europe
 
Asia/
Pacific
 
Administrative
& All Other
 
 Total
2017
 
 
 
 
Net sales
$
803,697

 
$
165,155

 
$
8,173

 
$
—

 
$
977,025

Sales to other segments *
3,237

 
959

 
20,715

 
—

 
24,911

Income (loss) from operations
132,995

 
2,723

 
1,296

 
901

 
137,915

Depreciation and amortization
25,745

 
5,832

 
1,246

 
901

 
33,724

Gain on bargain purchase of a business
—

 
6,336

 
—

 
—

 
6,336

Significant non-cash charges
9,861

 
1,509

 
65

 
2,473

 
13,908

Provision for income taxes
47,434

 
2,124

 
419

 
1,824

 
51,801

Capital expenditures and business acquisitions, net of
cash acquired
70,040

 
11,411

 
4,511

 
—

 
85,962

Total assets
953,033

 
208,640

 
26,820

 
(150,970
)
 
1,037,523

 
(in thousands) 
North
America
 
 Europe
 
Asia/
Pacific
 
Administrative
& All Other
 
 Total
2016
 
 
 
 
Net sales
$
742,021

 
$
111,274

 
$
7,366

 
$
—

 
$
860,661

Sales to other segments *
2,512

 
570

 
28,690

 
—

 
31,772

Income (loss) from operations
137,466

 
2,115

 
1,807

 
(178
)
 
141,210

Depreciation and amortization
19,433

 
5,809

 
1,208

 
1,477

 
27,927

Significant non-cash charges
9,124

 
1,052

 
113

 
3,657

 
13,946

Provision for (benefit from) income taxes
45,547

 
1,428

 
721

 
1,470

 
49,166

Capital expenditures and business acquisitions, net of
cash acquired
37,652

 
8,461

 
1,250

 
—

 
47,363

Total assets
853,826

 
165,121

 
25,118

 
(64,091
)
 
979,974

 
 * Sales to other segments are eliminated on consolidation.

Cash collected by the Company’s United States subsidiaries is routinely transferred into the Company’s cash management accounts, and therefore has been included in the total assets of “Administrative & All Other.” Cash and short-term investment balances in “Administrative & All Other” were $113.6 million, $80.2 million and $137.4 million as of December 31, 2018, 2017 and 2016, respectively. As of December 31, 2018, the Company had $45.5 million, or 28.4%, of its cash and cash equivalents held outside the United States in accounts belonging to the Company’s various foreign operating entities. The majority of this balance is held in foreign currencies and could be subject to additional taxation if repatriated to the United States.
 
The significant non-cash charges comprise compensation related to equity awards under the Company's stock-based incentive plans and the Company's employee stock bonus plan. The Company’s measure of profit or loss for its reportable segments is income (loss) from operations. The reconciling amounts between consolidated income before tax and consolidated income from

80



operations are net interest income (expense), loss in equity method investment, gain on bargain purchase of a business, and loss on disposal of a business. Interest income (expense) is primarily attributed to “Administrative & All Other.”

The following table shows the geographic distribution of the Company’s net sales and long-lived assets as of December 31, 2018, 2017 and 2016, respectively:
 
 
2018
 
2017
 
2016
 (in thousands) 
Net
Sales
 
Long-Lived
Assets
 
Net
Sales
 
Long-Lived
Assets
 
Net
Sales
 
Long-Lived
Assets
United States
$
860,482

 
$
210,063

 
$
758,181

 
$
223,184

 
$
702,071

 
$
192,787

Canada
46,874

 
4,257

 
43,176

 
4,650

 
38,269

 
4,473

United Kingdom
27,194

 
1,417

 
23,157

 
1,459

 
20,751

 
1,183

Germany
22,950

 
13,221

 
21,821

 
14,153

 
33,062

 
12,582

France
40,182

 
7,891

 
36,677

 
9,152

 
20,905

 
8,349

Poland
10,200

 
2,794

 
20,409

 
2,471

 
6,633

 
1,830

Sweden
15,461

 
1,154

 
16,421

 
1,068

 
—

 
—

Denmark
11,682

 
1,454

 
14,723

 
1,601

 
15,728

 
1,249

Norway
12,324

 
—

 
12,902

 
229

 
—

 
—

Switzerland
6,939

 
8,067

 
5,593

 
8,748

 
6,549

 
8,469

Australia
6,119

 
199

 
5,501

 
268

 
4,741

 
239

Belgium
5,547

 
1,961

 
5,050

 
2,065

 
1,286

 
1,798

The Netherlands
5,068

 
81

 
4,834

 
110

 
4,909

 
21

New Zealand
3,061

 
111

 
2,604

 
130

 
2,474

 
163

Chile
3,233

 
41

 
2,314

 
61

 
1,572

 
56

Other countries
1,493

 
11,635

 
3,662

 
12,710

 
1,711

 
7,471

 
$
1,078,809

 
$
264,346

 
$
977,025

 
$
282,059

 
$
860,661

 
$
240,670


 
Net sales and long-lived assets, excluding intangible assets, are attributable to the country where the sales or manufacturing operations are located.
 
The Company's wood construction products include connectors, truss plates, fastening systems, fasteners and pre-fabricated shearwalls and are used for connecting and strengthening wood-based construction primarily in the residential construction market. Its concrete construction products include adhesives, specialty chemicals, mechanical anchors, carbide drill bits, powder actuated tools and reinforcing fiber materials and are used for restoration, protection or strengthening concrete, masonry and steel construction in residential, industrial, commercial and infrastructure construction. The following table show the distribution of the Company’s net sales by product for the years ended December 31, 2018, 2017 and 2016, respectively:

(in thousands) 
2018
 
2017
 
2016
Wood Construction
$
913,202

 
$
833,200

 
$
732,414

Concrete Construction
165,317

 
143,102

 
128,247

Other
290

 
723

 
—

Total
$
1,078,809

 
$
977,025

 
$
860,661



No customer accounted for as much as 10% of net sales for the years ended December 31, 2018, 2017 and 2016.
 

19.
Subsequent Events

On January 28, 2019, the Board declared a cash dividend of $0.22 per share of our common stock, estimated to be $9.8 million in total. The record date for the dividend will be April 4, 2019, and will be paid on April 25, 2019. At the same meeting, the Board authorized the Company to repurchase up to $100.0 million of the Company's common stock. The authorization is in effect from January 1, 2019 through December 31, 2019.

81




During February 2019, a tentative settlement in principle was reached to resolve a certain pending legal proceeding outstanding as of the year end.  As a result, the Company recorded a charge to Administrative expense, which decreased net income by approximately $2.9 million after taxes from the amount previously disclosed in the Company’s earnings release dated February 4, 2019.  Diluted earnings per share decreased from $2.78 reported previously to $2.72 per diluted share.  The adjustment had no material impact to the Company’s consolidated balance sheet or cash flows for the period.



82


20.
Selected Quarterly Financial Data (Unaudited)
 
In 2018, the Company recorded out-of-period adjustments, which increased cost of sales and decreased general and administrative expenses in equal amounts. Such adjustment only applied to the North America segment, which resulted from recording certain depreciation expense on company-owned real estate as general and administrative expense rather than cost of goods sold. Income from operations and net income for each of the quarters as presented below were not affected by the adjustment. In 2018, the Company changed its presentation of its consolidated statement of operations to display foreign exchange gain (loss), net, as a separate item below income from operations. Foreign exchange gain (loss), net, was previously included in general and administrative expenses and in income from operations. Income before tax and net income for each of the quarters as presented below were not affected by the change in presentation.

The following table sets forth selected quarterly financial data for each of the quarters in 2018 and 2017, respectively:
 
(in thousands, except per share amounts) 
 
2018
 
2017
 
Fourth
Quarter
 
Third
Quarter
 
Second
Quarter
 
First
Quarter
 
Fourth
Quarter
 
Third
Quarter
 
Second
Quarter
 
First
Quarter
 
 
 
 
 
 
 
 
Net sales
$
241,845

 
$
284,178

 
$
308,007

 
$
244,779

 
$
231,681

 
$
262,476

 
$
263,002

 
$
219,867

Cost of sales
143,409

 
150,282

 
167,442

 
137,157

 
129,777

 
143,338

 
140,139

 
120,390

Gross profit
98,436

 
133,896

 
140,565

 
107,622

 
101,904

 
119,138

 
122,863

 
99,477

Research and development and other engineering
10,216

 
10,441

 
11,249

 
11,150

 
12,565

 
11,265

 
11,967

 
11,819

Selling
26,278

 
26,879

 
29,201

 
27,573

 
28,753

 
27,867

 
28,646

 
29,637

General and administrative
45,195

 
37,356

 
39,354

 
37,188

 
36,236

 
33,441

 
37,586

 
35,845

   Total operating expenses
81,689

 
74,676

 
79,804

 
75,911

 
77,554

 
72,573

 
78,199

 
77,301

Net gain on disposal of assets
(8,810
)
 
(460
)
 
(125
)
 
(1,184
)
 
(13
)
 
(147
)
 
50

 
(50
)
Impairment of goodwill
6,686

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Income from operations
18,871

 
59,680

 
60,886

 
32,895

 
24,363

 
46,712

 
44,614

 
22,226

Loss in equity investment, before tax
(11
)
 
(30
)
 
2

 
(24
)
 
(33
)
 
(13
)
 
(12
)
 
(28
)
Foreign exchange gain (loss)
(571
)
 
1,242

 
(142
)
 
(99
)
 
342

 
(16
)
 
523

 
403

Interest (expense) income, net
(239
)
 
(58
)
 
(184
)
 
(90
)
 
(104
)
 
(296
)
 
(199
)
 
(189
)
Gain (adjustment) on bargain purchase of a business
—

 
—

 
—

 
—

 
—

 
(2,052
)
 
—

 
8,388

Gain (loss) on disposal of a business
—

 
—

 
—

 
—

 
(654
)
 
443

 
—

 
—

Income before income taxes
18,050

 
60,834

 
60,562

 
32,682

 
23,914

 
44,778

 
44,926

 
30,800

Provision for
  income taxes
5,293

 
16,473

 
16,476

 
7,253

 
10,829

 
16,581

 
16,712

 
7,679

Net income
$
12,757

 
$
44,361

 
$
44,086

 
$
25,429

 
$
13,085

 
$
28,197

 
$
28,214

 
$
23,121

Earnings per share of common stock:


 


 


 
0

 
 

 
 

 
 

 
 

Basic
$
0.28

 
$
0.96

 
$
0.95

 
$
0.55

 
$
0.28

 
$
0.60

 
$
0.59

 
$
0.49

Diluted
0.28

 
0.95

 
0.94

 
0.54

 
0.27

 
0.59

 
0.59

 
0.48

Cash dividends declared per
share of common stock
$
0.22

 
$
0.22

 
$
0.22

 
$
0.21

 
$
—

 
$
0.42

 
$
0.21

 
$
0.18


 
Basic earnings per share of common stock (“EPS”) for each of the quarters presented above is computed based on the weighted average number of shares of common stock outstanding during the quarter. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential shares of common stock outstanding during the quarter using the treasury stock method. Dilutive potential shares of common stock include outstanding stock options and stock awards.


The sum of the quarterly basic and diluted EPS amounts may not necessarily be equal to the full-year basic and diluted EPS amounts.




SCHEDULE II
 
Simpson Manufacturing Co., Inc. and Subsidiaries
 
VALUATION AND QUALIFYING ACCOUNTS
for the years ended December 31, 2018, 2017 and 2016
 
Column A
Column B
 
Column C
 
Column D
 
Column E
 
 
 
Additions
 
 
 
 
 
 
 
Charged
 
Charged
 
 
 
 
 
Balance at
 
to Costs
 
to Other
 
 
 
Balance
(in thousands)
Beginning
 
and
 
Accounts —
 
 
 
at End
Classification
of Year
 
Expenses
 
Write-offs
 
Deductions
 
of Year
Year to date December 31, 2018
 

 
 

 
 

 
 

 
 

Allowance for doubtful accounts
$
996

 
$
569

 
$
201

 
$
—

 
$
1,364

Allowance for sales discounts
2,956

 
361

 
—

 
—

 
3,317

Allowance for deferred tax assets
11,114

 
2,477

 


 
337

 
13,254

Year to date December 31, 2017
 

 
 

 
 

 
 

 
 

Allowance for doubtful accounts
895

 
66

 
—

 
(35
)
 
996

Allowance for sales discounts
3,050

 
(94
)
 
—

 
—

 
2,956

Allowance for deferred tax assets
6,868

 
5,765

 
—

 
1,519

 
11,114

Year to date December 31, 2016
 

 
 

 
 

 
 

 
 

Allowance for doubtful accounts
1,142

 
(83
)
 
—

 
164

 
895

Allowance for sales discounts
2,706

 
344

 
—

 
—

 
3,050

Allowance for deferred tax assets
7,575

 
358

 
—

 
1,065

 
6,868



85



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

None.

Item 9A.  Controls and Procedures.
 
Disclosure Controls and Procedures. As of December 31, 2018, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the chief executive officer (“CEO”) and the chief financial officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act. Disclosure controls and procedures are controls and other procedures designed reasonably to assure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures are also designed reasonably to assure that this information is accumulated and communicated to the Company’s management, including the CEO and the CFO, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, as of December 31, 2018, the Company's CEO and CFO have concluded that the Company's disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018, using the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and concluded that the Company's internal control over financial reporting was effective as of December 31, 2018.

Grant Thornton LLP, an independent registered public accounting firm that audited the Company’s Consolidated Financial Statements, has also audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018, as stated in their report included in the Company's Consolidated Financial Statements.

Changes in Internal Control over Financial Reporting. In 2016, we began the process of implementing a fully integrated ERP platform from SAP America, Inc. (“SAP”), as part of a multi-year plan to integrate and upgrade our systems and processes. The first phase of this implementation became operational on February 5, 2018, at a limited number of our North America sales, production, warehousing and administrative locations. We believe the necessary steps have been taken to monitor and maintain appropriate internal control over financial reporting during this period of change and will continue to evaluate the operating effectiveness of related key controls during subsequent periods.

As the phased implementation of this system continues, we are experiencing certain changes to our processes and procedures which, in turn, result in changes to our internal control over financial reporting. While we expect SAP to strengthen our internal financial controls by automating certain manual processes and standardizing business processes and reporting across our organization, management will continue to evaluate and monitor our internal controls as each of the affected areas evolves. For a discussion of risks related to the implementation of new systems, see Item 1A - "Risk Factors - Other Risks - We rely on complex software systems and hosted applications to operate our business, and our business may be disrupted if we are unable to successfully/ efficiently update these systems or convert to new systems in this Annual Report on Form 10-K.

There were no changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the three months ended December 31, 2018, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of Disclosure Controls and Procedures and Internal Control over Financial Reporting. The Company’s management, including the CEO and the CFO, does not, however, expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting will necessarily prevent all fraud and material errors. Internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the facts that there are resource constraints and that the benefits of controls must be considered relative to their costs. The inherent limitations in internal control over financial reporting include the realities that judgments can be faulty and that breakdowns can occur because of simple error or mistake. Controls also can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of internal control is also based in part on assumptions about the likelihood of future events, and there can be only reasonable, not absolute, assurance that any design will succeed in achieving its stated goals under all potential events and conditions. Over time, controls may become inadequate because of changes in circumstances, or the degree of compliance with the policies and procedures may deteriorate.

86




Item 9B. Other Information.
 
None.



87



PART III
 
Item 10. Directors, Executive Officers and Corporate Governance.
 
The information required by this Item will be contained in the Company’s proxy statement for the 2019 Annual Meeting to be held on Monday, April 26, 2019, to be filed with the SEC not later than 120 days following the end of the Company’s fiscal year ended December 31, 2018, which information is incorporated herein by reference.
 
Item 11. Executive Compensation.
 
The information required by this Item will be contained in the Company’s proxy statement for the 2019 Annual Meeting to be held on Monday, April 26, 2019, to be filed with the SEC not later than 120 days following the end of the Company’s fiscal year ended December 31, 2018, which information is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
 
The information required by this Item will be contained in the Company’s proxy statement for the 2019 Annual Meeting to be held on Monday, April 26, 2019, to be filed with the SEC not later than 120 days following the end of the Company’s fiscal year ended December 31, 2018, which information is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence.
 
The information required by this Item will be contained in the Company’s proxy statement for the 2019 Annual Meeting to be held on Monday, April 26, 2019, to be filed with the SEC not later than 120 days following the end of the Company’s fiscal year ended December 31, 2018, which information is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services.
 
The information required by this Item will be contained in the Company’s proxy statement for the 2019 Annual Meeting to be held on Monday, April 26, 2019, to be filed with the SEC not later than 120 days following the end of the Company’s fiscal year ended December 31, 2018, which information is incorporated herein by reference.


PART IV
 
Item 15. Exhibits and Financial Statement Schedules.

(a)   The following documents are filed as part of this Annual Report on Form 10-K:

1.     Consolidated financial statements

The following consolidated financial statements are filed as a part of this report:

Reports of Independent Registered Public Accounting Firms

Consolidated Balance Sheets as of December 31, 2018, and 2017

Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016

Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2018, 2017 and 2016

Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016

Notes to Consolidated Financial Statements

2.     Financial Statement Schedules

88




The following consolidated financial statement schedule for each of the years in the three-year period ended December 31, 2018, is filed as part of this Annual Report on Form 10-K:

Schedule II - Valuation and Qualifying Accounts-Years ended December 31, 2018, 2017 and 2016.

All other schedules have been omitted as the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and related notes thereto.

(b)   Exhibits

The following exhibits are either incorporated by reference into, or filed or furnished with, this Annual Report on Form 10-K, as indicated below.


3.2

3.3

4.1

10.1
    
10.2

10.3

10.4

10.5

10.6

10.7

89




10.8

10.9
 
10.10

10.11

10.12


10.14

10.15

21.

23

31.1

31.2

32.

99.1

99.2

99.3

99.4

99.5

99.6

90




101
Financial statements from the annual report on Form 10-K of Simpson Manufacturing Co., Inc. for the year ended December 31, 2018, formatted in XBRL, are filed herewith and include: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Statement of Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.

91



Item 16. Form 10-K Summary.

None.

92



SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated:
February 27, 2019
 
Simpson Manufacturing Co., Inc.
 
 
 
(Registrant)
 
 
By
/s/Brian J. Magstadt
 
 
 
Brian J. Magstadt
 
 
 
Chief Financial Officer
 
 
 
and Duly Authorized Officer
 
 
 
of the Registrant
 
 
 
(principal accounting and financial officer)


93



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated below.
Signature
 
Title
 
Date
 
 
 
 
 
Chief Executive Officer:
 
 
 
 
 
 
 
 
 
/s/Karen Colonias
 
President, Chief Executive
 
February 27, 2019
(Karen Colonias)
 
Officer and Director
 
 
 
 
(principal executive officer)
 
 
 
 
 
 
 
Chief Financial Officer:
 
 
 
 
 
 
 
 
 
/s/Brian J. Magstadt
 
Chief Financial Officer,
 
February 27, 2019
(Brian J. Magstadt)
 
Treasurer and Secretary
 
 
 
 
(principal accounting and financial officer)
 
 
 
 
 
 
 
Directors:
 
 
 
 
 
 
 
 
 
/s/James S. Andrasick
 
Chairman of the Board and Director
 
February 27, 2019
(James S. Andrasick)
 
 
 
 
 
 
 
 
 
/s/Peter N. Louras, Jr.
 
Director
 
February 27, 2019
(Peter N. Louras, Jr.)
 
 
 
 
 
 
 
 
 
/s/Michael A. Bless
 
Director
 
February 27, 2019
(Michael A. Bless)
 
 
 
 
 
 
 
 
 
/s/Jennifer A. Chatman
 
Director
 
February 27, 2019
(Jennifer A. Chatman)
 
 
 
 
 
 
 
 
 
/s/Gary M. Cusumano
 
Director
 
February 27, 2019
(Gary M. Cusumano)
 
 
 
 
 
 
 
 
 
/s/Celeste Volz Ford
 
Director
 
February 27, 2019
(Celeste Volz Ford)
 
 
 
 
 
 
 
 
 
/s/Robin G. MacGillivray
 
Director
 
February 27, 2019
(Robin G. MacGillivray)
 
 
 
 
 
 
 
 
 
/s/Philip E. Donaldson
 
Director
 
February 27, 2019
(Philip E. Donaldson)
 
 
 
 

94
 EX-10.14 2 ex10142019psuagreementps.htm EXHIBIT 10.14 ex10142019psuagreementps
EXHIBIT 10.14 2019 PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT Company: Simpson Manufacturing Co., Inc. Recipient: Recipient is set forth on the online award acceptance page on Morgan Stanley Smith Acceptance Page at https://www.stockplanconnect.com, which is incorporated by reference to this Agreement. Target PSU Shares: The aggregate number of shares of Common Stock as stated on the Acceptance Page. The Number of Shares of 200% of the Target PSU Shares. Common Stock Subject to PSUs Granted Hereunder PSU Shares : The Effective Date of the Award A date in 2019 as determined by the Committee in its absolute Award Date : discretion and as set forth on the Acceptance Page. Measurement Period A three-year period beginning on January 1, 2019, and Measurement Period : ending on December 31, 2021. The Date the PSU Shares Vest A date subsequent to the Measurement Period as determined Vesting Date by the Committee in its absolute discretion and as set forth on the Acceptance Page. Vesting Period A period beginning on the Award Date, and ending on the Vesting Period Vesting Date; provided, however, that if the Vesting Date falls on a weekend or federal holiday, such period shall end on the immediately following business day.1 Specific Performance Goals The Specific Performance Goals are set forth on Exhibit A. ( Specific Performance Goals This PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT Agreement is made as of the Award Date stated on the Acceptance Page by and between Simpson Manufacturing Co., Inc., a Delaware Company Recipient named on the Acceptance Page, with reference to the following facts: Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to such terms in the amended and restated Simpson Manufacturing Co., Inc. 2011 Incentive Plan effective on April 21, 2015 (as amended and/or restated Plan tee all authority to administer the Plan. The Committee has determined to grant to the Recipient, under the Plan, performance-based Restricted Stock Units PSUs with respect to the PSU Shares stated on the Acceptance Page. 1 For example, if the Award Date is determined by the Committee to be March 11, 2019 and the Vesting Date is determined by the Committee to be February 19, 2022, then the PSU Shares, if any (based on the Specific Performance Goals), will vest on February 22, 2022 (because February 19, 2022 falls on a Saturday and Monday February 21, 2022 is a federal holiday, the immediately following business day is February 22, 2022) and the Vesting Period will be from March 11, 2019 to February 22, 2022. 1 | P a g e 01435\040\8330526.v3

 
To evidence the PSUs and to set forth the terms and conditions thereof, the Company and the Recipient agree as follows: 1. Confirmation of Grant. (a) The Company grants the PSUs to the Recipient and the Recipient agrees to accept the PSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the PSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including pensation recovery policy. (b) The PSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the PSUs become vested pursuant to section 2 or are forfeited pursuant to section 3. The Recipient acknowledges and agrees that (i) the PSU Shares merely represent the maximum number of shares of Common Stock that are granted under the PSUs and are not necessarily the number of shares of Common Stock that will eventually vest in favor of the Recipient, and (ii) pursuant to section 2 and otherwise in accordance with this Agreement and the Plan, the number of shares of Common Stock, which will eventually vest in favor of the Recipient under the PSUs Vested Shares will be subject to the Specific Performance Goals and will be between 0% and 200% of the Target PSU Shares. (c) special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the PSUs shall be settled by the issuance and delivery of the Vested Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the last day of the Vesting Period (a time or fixed schedule specified for the purpose of Code section 409A) subject to satisfaction of any other terms and conditions applicable to the PSUs; provided, however, that the number of the Vested Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the Vested Shares. In settling the PSUs pursuant to the foregoing, the Company (or its acquirer or successor) shall have the option (as determined by the Committee in its sole discretion) to make or provide for a cash payment to the Recipient, in exchange for the cancellation of the vested PSUs (or any portion thereof), in an amount equal to the product of (A) the number of the Vested Shares under the cancelled PSUs and (B) the average closing price of a share of Common Stock over the period ending on the date the PSUs become vested and starting 60 days prior to that date. Anything herein to the contrary notwithstanding, this Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any amendment hereto, make any arrangement, or take any other action, to comply with Code section 409A. The Recipient agrees and acknowledges that the Company makes no representations that this Agreement, including the grant, vesting and/or delivery of the PSU Shares (and/or cash), does not violate Code section 409A, and the Company shall have no liability whatsoever to the Recipient if he or she is subject to any taxes or penalties under Code section 409A. 2. Vesting. Subject to the terms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3, the PSUs shall vest, and the Restricted Period with respect to the PSUs shall terminate, immediately following the last day of the Vesting Period; provided, however, that the PSUs shall vest during the Vesting Period on the date, (a) immediately preceding the effective date of determined by the Committee in relation to the PSUs: either (A) after reaching age 70 or (B) after reaching age 55 and having been employed or engaged by the Company or any Subsidiary for 15 years (provided that, if the Recipient retires after reaching age 56, for each year after age 55, the Recipient may work one year less for the 2 | P a g e 01435\040\8330526.v3

 
Company or any Subsidiary, as applicable, and still be qualified for Retirement under this sub-section (B)2), (b) immediately preceding the and (c) the effective date of the termination of Company or Subsidiary (which, whenever used in this Agreement, includes any such ) without Cause,3 or by the Recipient for a Good Reason,4 in either case only in connection with or within 24 months following a Sale Event.5 On the day that the PSUs become vested pursuant to the foregoing, the PSU Shares stated on the Acceptance Page shall be adjusted pursuant to the Specific Performance Goals as set forth on Exhibit A attached hereto, and after the adjustment, become the total number of the Vested Shares that will be used to settle the PSUs under section 1(d); provided, however, that, if the PSUs have vested during the Vesting Period, the PSUs shall continue to be subject to the terms and conditions of this Agreement, including adjustment pursuant to the Specific Performance Goals during the Vesting Period, and in addition, the number of Vested Shares that will be used to settle the PSUs under section 1(d) will be prorated so that the Recipient will only receive a portion of the Vested Shares that is equal to the product of (x) the number of the Vested Shares and (y) a percentage that is equal to the number of days between and including the first day of the Vesting Period and the day when the PSUs become vested as divided by the number of days of the whole Vesting Period. The Recipient explicitly acknowledges and agrees that (i) the Committee has the absolute discretion to determine the number of the Vested Shares, (ii) the Committee may engage professional advisors and consultants and rely on their opinions and advice to make such determination, (iii) such determination shall be binding on the Recipient, and (iv) the granting or vesting of the 2 For example, if the Recipient retires at age 60 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 10 years to be qualified for Retirement and receive the Vested Shares; and for example, if the Recipient retires at age 65 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 5 years to be qualified for Retirement and receive the Vested Shares. 3 Cause means, in addition to any cause for termination as provided in any other applicable written agreement between the Company, the applicable Subsidiary, or the acquirer or successor of the Company or Subsidiary, and the Recipient, (i) conviction of any felony, (ii) any material breach or violation by the Recipient of any agreement to which the Recipient and the Company or the Subsidiary that employs or engages the Recipient are parties or of any published policy or guideline of the Company, (iii) any act (other than retirement or other termination of employment or engagement) or omission to act by the Recipient which may ices for the Company or Subsidiary, including habitual insobriety or substance abuse or the commission of any crime, gross negligence, fraud or dishonesty with regard to the Company or Subsidiary, or (iv) any material misconduct or neglect of duties and responsibilities by the Recipient in connection with the business or affairs of the Company or Subsidiary; provided, however, that the Recipient first shall have received written notice, which shall specifically identify what the Company or Subsidiary believes constitutes Cause, and if the breach, act, omission, misconduct or neglect is capable of being cured, the Recipient shall have failed to cure after 15 days following such notice. 4 A Good Reason the occurrence of any of the following events: (i) a material adverse change in the functions, duties or ition (other than a termination by the Company or Subsidiary) which would meaningfully reduce the level, importance or scope of such position (provided that, a change in the person, position and/or department to whom , (ii) the relocation of the Company or Subsidiary office at which the Recipient is principally located immediately prior to a Sale Event olitan area of the Original Office), or in effect immediately prior to a Sale Event; provided, however, that, within 90 days of the incident that provides the basis for a Good Reason termination, the Recipient shall have provided the Company or Subsidiary a written notice specifically identifying what the Recipient believes constitutes a Good Reason, and the Company or Subsidiary shall have failed to cure the adverse change, relocation or compensation reduction after 30 days following such notice. 5 Sale Event Subsidiary that employs or engages the Recipient, including a majority or more of all outstanding stock of the Subsidiary, on a consolidated basis to one or more unrelated persons or entities, (ii) a Change in Control, or (iii) the sale or other transfer of outstanding Common Stock to one or more unrelated persons or entities (including by way of a merger, reorganization or consolidation in which the outstanding Common Stock are converted into or exchanged for securities of the successor entity) where the stockholders of the Company, immediately prior to such sale or other transfer, would not, immediately after such sale or transfer, beneficially own shares representing in the aggregate more than 50 percent of the voting shares of the acquirer or surviving entity (or its ultimate parent corporation, if any). For the purpose of sub-section (iii) of this definition, only voting shares of the acquirer or surviving entity (or its ultimate parent, if any) received by stockholders of the Company in exchange for Common Stock shall be counted, and any voting shares of the acquirer or surviving entity (or its ultimate parent, if any) already owned by stockholders of the Company prior to the transaction shall be disregarded. 3 | P a g e 01435\040\8330526.v3

 
PSUs as well as shall be subject to all applicable policies and guidelines of the Company, including compensation recovery, stock ownership, and hedging, pledging and trading policies. 3. Forfeiture. Anything herein to the contrary notwithstanding, (a) all PSUs that are not vested in accordance with section 2 shall terminate immediately and be forfeited in their entirety if and at such time as (i) the Recipient ceases to be an Employee, Outside Director or Consultant, as the case may be, or (ii) 24 months have passed immediately following a Sale Event (provided that, in the event the surviving or acquiring entity or the new entity resulting from a Sale Event substitutes a similar equity award for the PSUs, such award will continue in accordance with its own terms and conditions), and (b) all PSUs, to the extent not theretofore settled in accordance with section 1(d), shall terminate immediately and be forfeited in their entirety when and as provided in section 13(I) of the Plan. 4. Tax Withholding. Pursuant to section 10 of the Plan, the Company may require the Recipient to enter into an arrangement providing for the payment in cash, Common Stock or otherwise by the Recipient to the Company of any tax withholding obligation of the Company arising by reason of (a) the granting or vesting of the PSUs, (b) the lapse of any substantial risk of forfeiture to which the PSUs or the Vested Shares are subject, or (c) the disposition of the PSUs or the Vested Shares, to the extent such arrangement does not cause a loss of the Section 16(b) exemption pursuant to Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended. 5. Representations and Warranties of the Company. The Company represents and warrants to the Recipient that the Vested Shares, when issued and delivered on the vesting of the PSUs in accordance with this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. 6. Recipient Representations. The Recipient represents and warrants to the Company that the Recipient has received and read this Agreement and the own legal, financial and other advisers regarding this Agreement and the Plan to the extent that the Recipient considered necessary or appropriate, that the Recipient fully understands and accepts all of the terms and conditions to the tax consequences of this Agreement and the PSUs. 7. Change in Control. Notwithstanding section 9 of the Plan, a Change in Control shall be treated as a Sale Event with respect to the PSUs granted hereunder. 8. Adjustments to Reflect Capital Changes. Subject to and except as otherwise provided in section 9 of the Plan, the number and kind of shares subject to the PSUs shall be appropriately adjusted, as the Committee may determine pursuant to section 11 of the Plan, to reflect any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination, exchange of shares, split-up, split-off, spin-off, liquidation or other similar change in capitalization, or any distribution to common stockholders other than normal cash dividends. 9. No Rights as Stockholder. Neither the granting or vesting of the PSUs nor the issuance or delivery of the Vested Representative, to any rights of a stockholder of the Company, unless and until the Vested Shares are registered on Representative, as the case may be, and then only with respect to such Vested Shares so registered. 10. No Right to Continued Employment. Nothing in this Agreement shall confer on the Recipient any right to continue in the employment of, or service to, the Company or any Subsidiary or limit, interfere with or otherwise affect in any way the right of the Company or any Subsidiary to termin service at any time. If the Award of the PSUs Consultant or Outside Director, references to employment, employee and similar terms shall be deemed to include the performance of services as a Consultant or an Outside Director, as the case may be; provided that no rights as an Employee shall arise by reason of the use of such terms. 4 | P a g e 01435\040\8330526.v3

 
11. Regulatory Compliance. Notwithstanding anything herein to the contrary, the issuance and delivery of the Vested Shares shall in all events be subject to and governed by section 13(C) of the Plan. 12. Notices. Any notice, consent, demand or other communication to be given under or in connection with this Agreement shall be in writing and shall be deemed duly given and received when delivered personally, when transmitted by facsimile, one business day after being deposited for next-day delivery with a nationally recognized overnight delivery service, or three days after being mailed by first class mail, charges or postage prepaid, properly addressed, if to the Company, at its principal office in California, and, if to the Recipient, at the imile number from time to time by notice hereunder to the other. 13. Entire Agreement. This Agreement and the Plan together contain the entire agreement of the parties and supersede all prior or contemporaneous negotiations, correspondence, understandings and agreements, whether written or oral, between the parties, regarding the PSUs. The Recipient specifically acknowledges and agrees that all descriptions of the PSUs in any prior letters, memoranda or other documents provided to him or her by the Company or any Subsidiary are hereby replaced and superseded in their entirety by this Agreement and shall be of no further force or effect. To the extent there is any inconsistency between the descriptions of any such documents and the terms of this Agreement, the terms of this Agreement shall prevail. 14. Amendment. This Agreement may be amended, modified or supplemented only by a written instrument signed by the Recipient and the Company. 15. Assignment. The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of this Agreement, any of the PSUs or any other rights hereunder, and shall not delegate any duties hereunder, except only as may be permitted pursuant to section 13(B) of the Plan, and any such action or transaction that may otherwise be attempted or purported by the Recipient shall be void and of no effect; provided, however, that this section 15 does not restrict the sale, assignment, transfer, pledging, hypothecation or other encumbrance or disposal of Vested Shares. 16. Successors. Subject to section 15, this Agreement shall bind and inure to the benefit of the Company and the Recipient and their respective successors, assigns, heirs, legatees, devisees, executors, administrators and legal representatives. Nothing in this Agreement, express or implied, is intended to confer on any other Person any right or benefit in or under this Agreement or the Plan. 17. Separate Payments. All amounts payable in connection with the PSUs hereunder or any other Awards granted under the Plan shall be treated as separate payments for the purposes of Code section 409A. 18. Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Delaware. 19. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 20. Order of Precedence and Construction. This Agreement and the PSUs are subject to all provisions of the Plan (a copy of which is attached hereto as Exhibit B), including the Restricted Stock Unit provisions of section 6 thereof, and are further subject to all interpretations and amendments thereto that may from time to time be adopted pursuant to the Plan. In the event of any inconsistency between any provision of this Agreement and any provision of the Plan, the provision of the Plan shall govern. The headings of sections herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction or interpretation of any provision hereof. Whenever the context requires, the use in this Agreement of the singular number shall be deemed to include the plural and vice versa, and each gender shall be deemed to include each other gender. References herein to sections refer to sections of this Agreement, except as otherwise stated. The meaning of general words is not limited , which . 5 | P a g e 01435\040\8330526.v3

 
21. Further Assurances. The Recipient agrees to do and perform all acts and execute and deliver all additional documents, instruments and agreements as the Company or the Committee may reasonably request in connection with this Agreement. 22. Data Privacy. Recipient hereby explicitly and unambiguously consents to the collection, use and and among, as the Company, and any Subsidiary for the exclusive purposes of implementing, Recipient understands that the Company and the employing Subsidiary may hold certain personal information about Recipient, including, but not limited to, name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, and any shares of stock or directorships held in the Company or any Subsidiary, details of all PSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or s that Personal Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these entities may be located in , country may have different data privacy laws and protections try. Recipient understands that he or she may request a list with the names and addresses of any potential third parties in receipt of the Personal Data by contacting the Equity Plans Administrator. Recipient authorizes the third parties to receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for the purposes of implementing, administering and managing any requisite transfer of such Personal Data as may be required to a broker or other third party with whom Recipient may elect to deposit any Vested Shares received upon vest of the PSUs. Recipient understands that Personal Data will be held as long as is necessary to administer and manage request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data or refuse or withdraw the consents herein, without cost, by contacting in writing Equity Plans Administrator. Recipient understands that refusal or withdrawal of consent ability to realize benefits from the PSUs. For more information on the consequences of consent or withdrawal of consent, Recipient understands that he or she may contact the Equity Plans Administrator. 23. Electronic Delivery. The Company may, in its sole discretion, decide (a) to deliver or effect by electronic means any documents or communications related to the PSUs granted under the participation in the Plan, or future Awards that may be granted under the Plan or (b) to request by electronic means and other communications related to the PSUs or the Plan. Recipient hereby consents to receive such documents and communications by electronic delivery and, if requested, to agree to participate in the Plan and deliver or effect such other communications through an on-line or electronic system established and maintained by the Company or any third party designated by the Company. [Signature Page Follows] 6 | P a g e 01435\040\8330526.v3

 
IN WITNESS WHEREOF, this Restricted Stock Unit Agreement has been duly executed by or on behalf of the Company and the Recipient as of the Award Date. COMPANY: SIMPSON MANUFACTURING CO., INC. By ___________________________________ Authorized Signatory for the Compensation and Leadership Development Committee of the Board of Directors ACCEPTANCE OF AGREEMENT: Through the electronic submission of his or her consent to this Restricted StockPlan Connect website, the Recipient hereby confirms, ratifies, approves and accepts all of the terms and conditions of this Restricted Stock Unit Agreement. 7 | P a g e 01435\040\8330526.v3

 
Exhibit A Specific Performance Goals (A). Basic Terms for the Specific Performance Goals. The parties agree on the following terms for the Specific Performance Goals: Specific Performance Goals number of the Adjusted Shares Group I and (2) the number of the Adjusted Shares Group II; calculated as follows: ( ( (A) the number of the Target PSU Shares / 2) x the Revenue CAGR Multiplier ) + ( ( (A) the number of the Target PSU Shares / 2) x the Revenue ROIC Multiplier ); provided, however, that in case of a Sale Event during the Measurement Period, as determined by the Committee in its absolute discretion and to the extent as permitted under Code section 409A (without causing the PSUs to fail to be exempt from or comply with 409A), the Specific Performance Goals hereunder, including the Revenue CAGR Multiplier and/or the ROIC Multiplier, may be replaced by any of the Performance Goals defined under the Plan, after being adjusted for the accounting fair value of the Specific Performance Goals hereunder as of the Sale Event.6 (B). How to Determine the Specific Performance Goals. The Committee has the absolute discretion to determine, and its determination shall be binding on the Recipient with respect to, any of the following: Adjusted Shares Group I PSU Shares that is equal to the product of (A) 50% of the number of the Target PSU Shares and (B) the Revenue CAGR Multiplier. Adjusted Shares Group II PSU Shares that is equal to the product of (A) 50% of the number of the Target PSU Shares and (B) the ROIC Multiplier. 6 In case of a Sale Event during the Measurement Period, in which (a) the Company ceases to exist, (b) the Subsidiary with which the Recipient is employed or engaged is acquired, or (c) all or substantially all of the assets of the Company or Subsidiary are sold or otherwise disposed of, unless (i) the acquiring or surviving entity does not maintain an equity incentive program or (ii) a new entity is created through the Sale Event and all stockholders of the Company immediately prior to the Sale Event become stockholders of the new entity, with respect to the remaining fiscal years of the Measurement Period (including any unfinished fiscal year as of the Sale Event), as determined by the Committee in its absolute discretion and to the extent as permitted under Code section 409A (without causing the PSUs to fail to be exempt from or comply with 409A), the Specific Performance Goals hereunder may be replaced by the Specific Performance Goals that the acquiring or surviving entity uses in relation to the performance-based equity awards granted to its similarly-situated employees, consultants or outside directors, after being adjusted for the accounting fair value of the Specific Performance Goals hereunder as of the Sale Event. In the event a new entity results from the Sale Event and all stockholders of the Company immediately prior to the Sale Event become stockholders of the new entity, the Specific Performance Goals hereunder shall continue to apply to the PSUs, assumed, continued or substituted upon the Sale Event as if the new entity is the Company. For example, if a Sale Event takes place in June 2019, resulting in no new entity, and the Company ceases to exist, and if the Committee approves the goal replacement, the fiscal year 2019 will still be subject to the Specific Performance Goals hereunder while the fiscal years 2020 and 2021 will be subject to the aforementioned Performance Goals of the acquiring or surviving entity. In the event the acquiring or surviving entity does not maintain an equity incentive program or does not use any of the Performance Goals defined under the Plan with respect to the performance-based equity awards granted to its similarly-situated employees, consultants or outside directors, the Specific Performance Goals hereunder shall continue to apply to the PSUs, assumed, continued or substituted upon the Sale Event as if the acquiring or surviving entity is the Company. Exhibit A - 1 01435\040\8330526.v3

 
Prorated Allocation means assigning a multiplier that is equal to the sum of (A) the applicable lower percentage limit and (B) the product of (1) the difference between the applicable lower and upper percentage limits and Revenue CAGR or ROIC (each as defined below), as applicable, as divided by the difference between the applicable lower and upper goal limits. (B). Part I. Revenue CAGR Multiplier. Revenue CAGR Multiplier by the Committee as follows: Revenue Growth Goal Revenue CAGR Multiplier Revenue CAGR is < Revenue CAGR 0% Threshold Revenue CAGR is = Revenue CAGR 50% Threshold Revenue CAGR is > Revenue CAGR Prorated Allocation within >50% and < 100%7 Threshold and < Revenue CAGR Target Revenue CAGR is = Revenue CAGR Target 100% Revenue CAGR is > Revenue CAGR Target Prorated Allocation within >100% and < and < Revenue CAGR Max 200%8 Revenue CAGR is >= Revenue CAGR Max 200% Revenue CAGR , as certified by the Committee, compound annual growth rate for the Measurement Period, calculated pursuant to GAAP Measurement Period. Revenue CAGR Threshold Revenue CAGR goal determined by the Committee for the Measurement Period. Pursuant to the foregoing, as of the Award Date, the Revenue CAGR Threshold has been determined by the Committee to be 6%. Revenue CAGR Target Revenue CAGR goal determined by the Committee for the Measurement Period. Pursuant to the foregoing, as of the Award Date, the Revenue CAGR Target has been determined by the Committee to be 9%. Revenue CAGR Max Revenue CAGR goal determined by the Committee for the Measurement Period. Pursuant to the foregoing, as of the Award Date, the Revenue CAGR Max has been determined by the Committee to be 13%. (B). Part II. ROIC Multiplier. ROIC Multiplier by the Committee as follows: ROIC Goal ROIC Multiplier 7 is 75%. 8 and CAGR Max, the applicable CAGR Multiplier is 150%. Exhibit A - 2 01435\040\8330526.v3

 
0% = ROIC Threshold 50% the Compan Prorated Allocation within >50% and < 100%9 and < ROIC Target the Compan ROIC Target 100% > ROIC Target Prorated Allocation within >100% and < and < ROIC Max 200%10 200% ROIC , as certified by the Committee, the arithmetic mean of the annual returns on invested capital ratio for the three fiscal years of the Measurement Period, calculated based on (i) the net income of each fiscal year during the Measurement Period (with the net income as presented in the consolidated statements of operations of the Company prepared pursuant to GAAP for that year) as divided by (ii) the arithmetic mean of (x) the sum of the t and the total long-term liabilities of the same year and (y) the sum of the total long-term liabilities of the prior year (with each of the equity and the total long-term liabilities as presented in the consolidated balance sheets of the Company prepared pursuant to GAAP for that applicable year). ROIC Threshold Measurement Period. Pursuant to the foregoing, as of the Award Date, the ROIC Threshold has been determined by the Committee to be 10%. ROIC Target ROIC goal determined by the Committee for the Measurement Period. Pursuant to the foregoing, as of the Award Date, the ROIC Target has been determined by the Committee to be 14%. ROIC Max Measurement Period. Pursuant to the foregoing, as of the Award Date, the ROIC Max has been determined by the Committee to be 20%. (C). The Committee shall make any and all such determinations and calculations required under Section (B) above no later than the latest time permitted by the Internal Revenue Code of 1986, as amended, and the regulations and interpretations thereunder. (D). Representative Examples. Without prejudicing any of the forego above, the parties agree on the following representative (and non-exhaustive examples for the Specific Performance Goals:11 (D). Part I. Example 1. 9 75%. 10 Max, the applicable ROIC Multiplier is 150%. 11 No fractional shares will be issued or delivered pursuant to any Award, and therefore, any fractional shares may be forfeited or otherwise eliminated as determined by the Committee. As a result, the decimal fractions of the number of the Vested Shares presented in the examples below are rounded down to the nearest whole number. Exhibit A - 3 01435\040\8330526.v3

 
If the Target PSU Shares is 20,000 shares, 50% of the number of the Target PSU Shares is 10,000 shares. Further under this example, because as of the Award Date, the Revenue CAGR Threshold has been determined by the Committee to be 6%, if following the end of the Measurement Period, the Co Revenue CAGR is determined by the Committee to be 4.9%, then the Revenue CAGR Multiplier is 0%. Still further under this example, because as of the Award Date, the ROIC Target has been determined by the Committee to be 14% and the ROIC Max has been determined by the Committee to be 20%, if following the end 14.6%, then the ROIC Multiplier is 110%. Then, as a result, the number of the Adjusted Shares Group I is 0 shares and the number of the Adjusted Shares Group II is 11,000 shares, respectively. Therefore, the number of the Vested Shares is 11,000 shares. (D). Part II. Example 2. If the Target PSU Shares is 20,000 shares, 50% of the number of the Target PSU Shares is 10,000 shares. Further under this example, because as of the Award Date, the Revenue CAGR Threshold has been determined by the Committee to be 6% and the Revenue CAGR Target has been determined by the Committee to be 9 Revenue CAGR is determined by the Committee to be 7.5%, then the Revenue CAGR Multiplier is 75%. Still further under this example, because as of the Award Date, the ROIC Target has been determined by the Committee to be 14% and the ROIC Max has been determined by the Committee to be 20%, if following the end 14.12%, then the ROIC Multiplier is 102%. Then, as a result, the number of the Adjusted Shares Group I is 7,500 shares and the number of the Adjusted Shares Group II is 10,200 shares, respectively. Therefore, the number of the Vested Shares is 17,700 shares. (D). Part III. Example 3. If the Target PSU Shares is 20,000 shares, 50% of the number of the Target PSU Shares is 10,000 shares. Further under this example, because as of the Award Date, the Revenue CAGR Target has been determined by the Committee to be 9% and the Revenue CAGR Max has been determined by the Committee to be 13%, if Revenue CAGR is determined by the Committee to be 9.48%, then the Revenue CAGR Multiplier is 112%. Still further under this example, because as of the Award Date, the ROIC Target has been determined by the Committee to be 14% and the ROIC Max has been determined by the Committee to be 20%, if following the end IC is determined by the Committee to be 15.2%, then the ROIC Multiplier is 120%. Then, as a result, the number of the Adjusted Shares Group I is 11,200 shares and the number of the Adjusted Shares Group II is 12,000 shares, respectively. Therefore, the number of the Vested Shares is 23,200 shares. Exhibit A - 4 01435\040\8330526.v3

 
Exhibit B SIMPSON MANUFACTURING CO. INC. 2011 INCENTIVE PLAN Adopted April 26, 2011, and Amended and Restated April 21, 2015 SECTION 1. PURPOSE The purpose of the Simpson Manufacturing Co., Inc. 2011 Incentive Plan is to promote the interests of the Company and its stockholders by providing incentives to directors, officers and employees of, and consultants to, the Company and the Subsidiaries. Accordingly, the Company may grant to selected officers, Employees, Consultants and Outside Directors Option Awards, Restricted Stock Awards and RSU Awards in an effort to attract and retain qualified individuals as employees, directors and consultants and to provide such individuals with incentives to continue service with the Company, devote their best efforts to the Company and improve the Company for the benefit of stockholders. This Plan amends and restates in their entirety, and incorporates and supersedes, both the Simpson 1994 Plan Co., In 1995 Plan Prior Plans been exercised in full and that has not expired or terminated shall continue in effect in accordance with its terms and conditions and shall continue to be subject to and governed by the 1994 Plan or the 1995 Plan, respectively, as in effect immediately before the adoption of this Plan. SECTION 2. DEFINITIONS As used in this Plan, the following terms have the meanings indicated: Agreement Recipient setting forth the terms and conditions applicable to an Award granted under this Plan. Award this Plan. Beneficial Ownership Beneficially Own -3 under the Exchange Act. Beneficiary each Person entitled by will or the laws of descent and distribution to receive the benefits specified under this Plan s death. Board Exhibit B - 1 01435\040\8330526.v3

 
Change in Control consummation of a consolidation or merger of the Company in which the Company is not the surviving corporation; (ii) the consummation of a reverse merger in which the Company is the surviving corporation but the shares of the Common Stock outstanding immediately preceding such reverse merger are converted by virtue of such reverse merger into other property, whether securities, cash or otherwise; or (iii) the approval by the stockholders of the rtue of the consummation of any transaction or series of related transactions immediately following which the record holders of the Common Stock immediately before such transaction or transactions continue to have substantially the same proportionate ownership in an entity that owns all or substantially all of the assets of the Company immediately thereafter. Code Committee e of the Board, as from time to time constituted, or any successor committee of the Board with similar functions, which shall consist of three or more members, each of whom shall be an outside director as defined in the regulations issued under Code section 162(m) and a non-employee director within the meaning of applicable regulatory requirements, including those promulgated under Exchange Act section 16. Common Stock adjustment pursuant to section 11 hereof. Company Consultant not as an Employee or Outside Director) pursuant to a contract between such Person and the Company and (ii) is selected by the Committee to receive an Award under this Plan. Disability has become unable to perform the functions required by his or her regular job due to physical or mental illness or incapacity and, in connection with the grant of an ISO, he or she is within the meaning of that term as provided in Code section 22(e)(3), and (ii) in the case of an Outside Director, determination by the Committee that he or she is unable to attend to his or her duties and responsibilities as a member of the Board due to physical or mental illness or incapacity. Employee ll-time or part-time employee of the Company or any Subsidiary; provided that, for purposes of determining whether any Person may be a Participant for purposes of any grant of ISOs, the ection 3401(c). Exercise Price by the Committee at which such share may be purchased from the Company on the exercise of such Option. Exchange Act ities Exchange Act of 1934, as amended. Fair Market Value on the Composite Tape of the New York Stock Exchange, or if there are no sales on such day, on the next prior trading day during which a sale occurred; and (ii) in the absence of such market for the shares of Common Stock, Exhibit B - 2 01435\040\8330526.v3

 
the fair market value per share of Common Stock determined by the Committee in good faith (which determination shall, to the extent applicable, be made in a manner that complies with Code sections 422(b) and 409A). Incentive Stock Option ISO requirements of Code section 422 or any successor provision. ISO Award of. NQSO NQSO Award Option be specified and on terms to be designated by the Committee or otherwise determined pursuant to this Plan. The Committee shall designate each Option as either an NQSO or an Incentive Stock Option. Option Award tion 7 hereof. Outside Director the Committee to receive an Award under this Plan. Participant under this Plan. Performance Goals goals may be absolute in their terms or measured against or in relation to other companies comparably or otherwise situated. Such performance goals may be particular to a Participant or the Subsidiary, division or other unit in which the Participant works or may be based on the performance of the Company as a whole. The Performance Goals applicable to any Award that is intended to qualify for the performance-based exception from the tax deductibility limitations of Code section 162(m) shall be based on one or more of (i) earnings, (ii) unit sales, sales volume or revenue, (iii) sales growth, (iv) stock price (including comparison with various stock market indices), (v) return on equity, (vi) return on investment, (vii) total return to stockholders, (viii) economic profit, (ix) debt rating, (x) operating income, (xi) cash flows, (xii) cost targets, (xiii) return on assets or margins or (xiv) implementation, completion or attainment of measurable objectives with respect to (1) software development, (2) new distribution channels, (3) customer growth targets, (4) acquisition identification and integration, (5) manufacturing, production or inventory targets, (6) new product introductions, (7) product quality control, (8) accounting and reporting, (9) recruiting and maintaining personnel, or (10) compliance or regulatory program targets. Any criteria used may be measured, as applicable, (a) in absolute terms, (b) in relative terms (including but not limited to, the passage of time or against other companies or financial metrics), (c) on a per share basis, (d) against the performance of the Company as a whole or against particular entities, segments, operating units or products of the Company or (e) on a pre-tax or after tax basis. Person Exchange Act sections 13(d) and 14(d), except that such term shall not include (a) the Company, (b) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (c) an underwriter temporarily holding securities pursuant to an offering on behalf of the Company. Exhibit B - 3 01435\040\8330526.v3

 
Personal Representative s the Person or Persons who, on the Disability or incompetence of a Recipient, shall have acquired on behalf of the Recipient by legal proceeding or otherwise the right to receive benefits pursuant to this Plan. Plan , Inc. 2011 Incentive Plan. Recipient Restricted Period a substantial risk of forfeiture (based on the passage of time, the achievement of Performance Goals or the occurrence of other events, as determined by the Committee). Restricted Stock which are subject to the restrictions, terms, and conditions set forth in the related Agreement or designated by the Committee in accordance with this Plan. Restricted Stock Award Restricted Stock Units RSUs terms of shares of Common Stock equivalents and are subject to the restrictions, terms and conditions set forth in the related Agreement or designated by the Committee in accordance with this Plan. Retirement Subsidiary at any time as described in the Simpson Manufacturing Co., Inc. Profit Sharing Plan for Salaried Employees or in any successor plan, as from time to time in effect, or as otherwise determined by the Committee, (ii) in the case of an Outside Director, retirement from the Board after the date, if any, established by the Committee as the date for mandatory retirement, as from time to time in effect, or as otherwise determined by the Committee, and (iii) in the case of a Consultant, such date as is determined by the Committee. RSU Award Subsidiary corporation, limited liability company, partnership or other entity (i) more than fifty percent of the outstanding voting equity securities (representing the right to vote for the election of directors or other managing authority) are now or hereafter owned or controlled, directly or indirectly, by the Company, or (ii) which does not have outstanding voting equity securities (as may be the case in a partnership, limited liability company, joint venture or unincorporated association), but more than fifty percent of the ownership interests of which, representing the right generally to make decisions for such entity, is now or hereafter owned or controlled, directly or indirectly, by the Company; provided that, for purposes of determining whether any Person may be a Participant term in Code section 424(f), as interpreted by the regulations thereunder and applicable law. Tax Date he withholding tax obligation arises with respect to an Award. SECTION 3. STOCK SUBJECT TO PLAN (A) Subject to section 3(B) hereof and to adjustment pursuant to section 11 hereof, 16,320,000 shares of Common Stock are reserved for issuance under this Plan, any or all of which may be delivered with respect to Exhibit B - 4 01435\040\8330526.v3

 
Option Awards, Restricted Stock Awards and RSU Awards and any or all of which may be authorized and unissued shares or treasury shares; provided that such 16,320,000 shares include all shares heretofore reserved for issuance pursuant to the Prior Plans. Subject to section 3(B) hereof and to adjustment pursuant to section 11 hereof, the following limits shall apply with respect to Awards that are intended to qualify for the performance-based exception from the tax deductibility limitations of Code section 162(m): (i) the maximum aggregate number of shares of Common Stock that may be subject to Options granted in any calendar year to any one Participant shall be 150,000 shares; and (ii) the maximum aggregate number of Restricted Stock Awards and shares of Common Stock issuable or deliverable under RSU Awards granted in any calendar year to any one Participant shall be 100,000 shares. (B) Shares of Common Stock subject to Awards under this Plan or stock options granted under the Prior Plans that are forfeited, terminated, canceled or settled without the delivery of Common Stock under this Plan or the Prior Plans, respectively, will again be available for Awards under this Plan as if such Awards or grants had not been made; provided that, notwithstanding any other provision herein to the contrary, the aggregate number of shares of Common Stock that may be issued under this Plan shall not be increased by (i) shares of Common Stock tendered in full or partial payment of the Exercise Price of any Option or any stock option granted under either of the Prior Plans, (ii) shares of Common Stock withheld by the Company or any Subsidiary to satisfy any tax withholding obligation, or (iii) shares of Common Stock that are repurchased by the Company. (C) Notwithstanding anything in this section 3 to the contrary and solely for purposes of determining whether shares are available for the grant of ISOs, the maximum aggregate number of shares that may be granted under this Plan shall be determined without regard to any shares restored pursuant to this section 3 that, if taken into account, would cause this Plan to fail the requirement under Code section 422 that this Plan designate a maximum aggregate number of shares that may be issued. SECTION 4. ADMINISTRATION The Committee shall have exclusive authority to administer this Plan. In addition to any implied powers and duties that may be needed to carry out the provisions hereof, the Committee shall have all the powers vested in it by the terms hereof, including exclusive authority to select the Recipients, to determine the type, size and terms of any and all Awards to be made to each Recipient, to determine the time when Awards will be granted, and to prescribe the form, terms and conditions of any Agreement relating to any Award under this Plan. The Committee is authorized to interpret this Plan and the Awards granted under this Plan, to establish, amend and rescind any rules and regulations relating to this Plan, to make any other determinations that the Committee believes necessary or advisable for the administration hereof, and to correct any defect or supply any omission or reconcile any inconsistency in this Plan or in any Award in the manner and to the extent that the Committee deems desirable and nd the Committee is authorized and empowered to grant or give any consent, approval or authorization, make any determination or do or perform any other act or thing conditionally or unconditionally, arbitrarily, or inconsistently in varying or similar circumstances, without any accountability to any Recipient, except only as otherwise expressly provided by this Plan or any Agreement with such Recipient. Any decision, determination, direction or other action of the Committee in the administration of this Plan shall be final, binding and conclusive for all purposes, subject only to the further exercise of authority of the Committee hereunder. SECTION 5. ELIGIBILITY Exhibit B - 5 01435\040\8330526.v3

 
Awards may be granted only to Recipients; provided that no Outside Director or Consultant may be granted an ISO Award. SECTION 6. RESTRICTED STOCK AND RESTRICTED STOCK UNIT (RSU) AWARDS (A) Grant. Any Recipient may receive one or more Restricted Stock Awards or RSU Awards. (B) Restricted Periods. The Restricted Period for each Restricted Stock Award or RSU Award shall be set forth in the applicable Agreement. Except as otherwise provided in the applicable Agreement on a termination of employment or engagement, or pursuant to section 9 hereof in the event of a Change in Control, each Restricted Stock Award or RSU Award shall have such Restricted Period and be subject to such Performance Goals as the Committee may determine. Except as otherwise provided in the applicable Agreement or as determined by the Committee, if a Restricted Stock Award or RSU Award is made to a Recipient whose employment or service as a director or Consultant subsequently terminates for any reason before the lapse of all restrictions thereon, such Restricted Stock or RSU with respect to which such restrictions shall not have lapsed shall be forfeited to that extent by such Recipient. (C) Certain Restricted Stock Award Provisions. (1) Stockholder Rights. On the granting of a Restricted Stock Award, a Recipient shall be entitled to all rights incident to ownership of Common Stock of the Company with respect to his or her Restricted Stock, including the right to vote such shares of Restricted Stock and to receive dividends thereon when, as and if paid in cash or shares of Restricted Stock, as set forth in the applicable Agreement or as determined by the Committee. Each grant of Restricted Stock may be made without additional consideration or in consideration of a payment by such Recipient that is less than the Fair Market Value at the date of grant. (2) Certificates; Dividends on Restricted Stock; Restrictions on Transferability. During the name and bear a restrictive legend to the effect that ownership of such Restricted Stock and the enjoyment of all rights appurtenant thereto are subject to the restrictions, terms and conditions provided in this Plan and the applicable Agreement. Each such certificate shall be deposited by the Recipient with the Company, together with stock powers or other instruments of assignment, each endorsed in blank, that will permit transfer to the Company of all or any portion of the Restricted Stock that may be forfeited in accordance with this Plan and the applicable Agreement. Restricted Stock shall constitute issued and outstanding shares of Common Stock for all corporate purposes, except that: (i) no Recipient will be entitled to delivery of a certificate representing Restricted Stock until expiration of the restrictions applicable thereto; (ii) the Company will retain custody of all Restricted Stock issued as a dividend or otherwise with respect to an Award of Restricted Stock, which shall be subject to the same restrictions, terms and conditions as are applicable to the awarded Restricted Stock, until such time, if ever, as such Restricted Stock becomes vested, and no Restricted Stock shall bear interest or be segregated in separate accounts; (iii) subject to section 13(B) hereof, no Recipient shall have any right or power to sell, assign, transfer, pledge, hypothecate, exchange, encumber or otherwise dispose of any Restricted Stock during the applicable Restricted Period; and (iv) unless otherwise determined and directed by the Committee, a breach of any restriction, term or condition in this Plan or the applicable Agreement or established by the Committee with respect to any Restricted Stock will cause a forfeiture of such Restricted Stock, including any Restricted Stock issued as a dividend or otherwise with respect thereto. (D) Certain Restricted Stock Unit (RSU) Award Provisions. Exhibit B - 6 01435\040\8330526.v3

 
(1) General. Each grant of Restricted Stock Units shall constitute an agreement by the Company to issue or deliver shares of Common Stock or cash to the Recipient thereof following the end of the applicable Restricted Period in consideration of the performance of services. Each such grant of Restricted Stock Units may be made without additional consideration or in consideration of a payment by such Recipient that is less than the Fair Market Value at the date of grant. (2) No Stockholder Rights. A Recipient who receives an RSU Award shall not have any rights as a stockholder with respect to the shares of Common Stock subject to such RSUs until such time, if any, as shares of Common Stock are delivered to such Recipient pursuant to the applicable Agreement. (3) Payment. Unless otherwise determined by the Committee, each Agreement relating to an RSU Award shall set forth the payment date for such RSU Award, which date shall not be earlier than the end of the applicable Restricted Period. Payment of earned Restricted Stock Units may be made in one or more installments and may be made wholly in cash, wholly in shares of Common Stock or a combination thereof, as determined by the Committee. SECTION 7. OPTION AWARDS (A) Grant. Any Recipient may receive one or more Option Awards. (B) Designation and Price. (1) Any Option granted under this Plan may be granted as an ISO or as an NQSO as shall be determined by the Committee at the time of the grant of such Option. Only Participants may be granted ISOs. Each Option shall, as directed by the Committee, be evidenced by an Agreement, which shall specify whether the Option is an ISO or an NQSO and shall contain such terms and conditions as the Committee may determine in accordance with this Plan. (2) Every ISO or NQSO shall provide for a fixed expiration date of not later than ten years from the date that such ISO or NQSO is granted. (3) The Exercise Price pursuant to each Option shall be fixed by the Committee at the time of the granting of the Option, but shall not in any event be less than the Fair Market Value on the date that such Option is granted, subject to adjustment as provided in section 11 hereof. (C) Exercise. The Committee may provide for Options granted under this Plan to be exercisable as a whole at any time or in part from time to time. Shares of Common Stock to be issued on any exercise of an Option will be issued after the Company receives (i) notice (in such form as the Committee may require) from the holder thereof of the exercise of such Option, and (ii) payment as provided in section 7(D) hereof of the aggregate Exercise Price for all shares with respect to which such Option is exercised. Each such notice and payment shall be delivered at such place and in such manner as the Committee may specify from time to time. (D) Payment. The Exercise Price for the shares of Common Stock issuable on the exercise of an Option shall be paid in full at the time of such exercise either in cash or by such other means as the Committee may approve, which may include tendering unencumbered shares of Common Stock then owned by the Recipient Exhibit B - 7 01435\040\8330526.v3

 
exercising such Option having an aggregate Fair Market Value at the time of such exercise equal to the aggregate Exercise Price of the shares being purchased on such exercise or cashless exercise through a securities broker. (E) Expiration or Termination of Awards. (1) Participants. (a) Except as otherwise provided in the applicable Agreement or as determined by the Committee, if a Participant who holds an outstanding Option dies while employed, during the period when such Participant, if Disabled, would be entitled to exercise such Option, or after such Par Option shall be exercisable, at any time or from time to time, before the fixed termination date set forth in such Option, by the Beneficiaries of the decedent for the number of shares that such Participant could have acquired on (b) Except as otherwise provided in the applicable Agreement or as determined by the Committee, if the employment of a Participant who holds an outstanding Option ceases by reason of Disability at any time during the term of the Option, such Option shall be exercisable, at any time or from time to time, before the fixed termination date set forth in such Option, by such Participant or his or her Personal Representative for the number of shares that such Participant could have acquired on exercise of such Option immediately before such (c) Except as otherwise provided in the applicable Agreement or as determined by the Committee, if the employment of any Participant who holds an outstanding Option ceases by reason of Retirement, such Option shall be exercisable, at any time or from time to time, before the fixed termination date set forth in such Option, for the number of shares that such Participant could have acquired on exercise of such Option immediately (d) Notwithstanding any provision of this Plan to the contrary, any Option may, in the discretion of the Committee or as provided in the applicable Agreement, become exercisable, at any time or from time to time, before the fixed termination date set forth in the Agreement relating to such Option, for the full number of shares subject to such Option or any thereof, less such number as shall theretofore have been acquired on exercise of such Option, from and after the time the Participant ceases to be an Employee as a result of the sale or other disposition by the Company or any Subsidiary of assets or property (including shares of any Subsidiary) in respect of employment is no longer required. (e) Except as otherwise provided in subsections (a), (b), (c) and (d) of this section 7(E)(1) and sections 9(D) and 13(I) hereof, if the employment of any Participant who holds an outstanding Option ceases, such Option shall be exercisable, at any time or from time to time, before the earlier of the fixed termination date set forth in the Agreement relating employment, for the number of shares that such Participant could have acquired on exercise of such Option ided that such Option shall terminate on and as of such earlier date. (2) Outside Directors and Consultants. Exhibit B - 8 01435\040\8330526.v3

 
(a) Except as otherwise provided in the applicable Agreement or as determined by the Committee, if the service of any Outside Director or Consultant who holds an outstanding Option ceases by reason of Retirement, death or Disability, such Option shall be exercisable, at any time or from time to time, before the fixed termination date set forth in the Agreement relating to such Option, by such Outside Director or Consultant, his or her Personal Representative or his or her Beneficiaries for the number of shares that such Outside Director or Consultant could have acquired on exercise of (b) Except as otherwise provided in subsection (a) of this section 7(E)(2) and sections 9(D) and 13(I) hereof, if the service of any Outside Director or Consultant who holds an outstanding Option ceases, such Option shall be exercisable, at any time or from time to time, before the earlier of the fixed termination date set rvice, for the number of shares that such Outside Director or Consultant could have acquired on provided that such Option shall terminate on and as of such earlier date. SECTION 8. CONTINUED EMPLOYMENT Nothing in this Plan, or in any Award granted pursuant to this Plan, shall confer on any Person any right to continue in the employment of, or service to, the Company or any Subsidiary or limit, interfere with or otherwise any time. SECTION 9. CHANGE IN CONTROL (A) Restricted Stock and RSU Awards. On a Change in Control, except as otherwise provided in the applicable Agreement and subject to compliance with Code section 409A, either: (i) the surviving or resulting corporation or the successor to the business of the Company shall substitute similar benefits for the Restricted Stock Awards and RSU Awards outstanding under this Plan; or (ii) such Restricted Stock Awards or RSU Awards shall continue in full force and effect; provided that, if such surviving or resulting corporation or such successor refuses to substitute similar benefits for such Restricted Stock Awards and RSU Awards and refuses to continue such Restricted Stock Awards and RSU Awards in full force and effect, and if the nature and terms of employment or engagement, including compensation and benefits, of the respective Recipients will change significantly as a result of the Change in Control, then the Restricted Period relating to each such Restricted Stock Award or RSU Award shall terminate, and from and after such Change in Control, each such Restricted Stock Award or RSU Award shall be free of all other restrictions for all shares of Restricted Stock or RSUs that shall not theretofore have been acquired under the applicable Agreement. (B) Option Awards. On a Change in Control, except as otherwise provided in the applicable Agreements, either: (i) the surviving or resulting corporation or the successor to the business of the Company shall assume all Options outstanding under this Plan or shall substitute similar options for those outstanding under this Plan, or (ii) such Options shall continue in full force and effect; provided that, if such surviving or resulting corporation or such successor refuses to assume or continue such Options or to substitute similar options for those outstanding under this Plan, and if the nature and terms of employment or engagement, including compensation and benefits, of the Exhibit B - 9 01435\040\8330526.v3

 
respective Recipients will change significantly as a result of the Change in Control, then each such Option shall become immediately exercisable for the full number of shares subject to such Option or any thereof, less such number as shall theretofore have been acquired on exercise of such Option, and shall be terminated if not exercised before or at the time of such Change of Control. (C) Cash-Out of Awards. In connection with a Change in Control, notwithstanding any of the foregoing provisions of this section 9 to the contrary, the Committee may, either pursuant to the applicable Agreement or by resolution adopted before the Change in Control, provide that any outstanding Award (or a portion thereof) shall, on such Change in Control, be cancelled in exchange for payment in cash of the amount, if any, by which the aggregate Fair Market Value of the shares of Common Stock subject to such Award exceeds the aggregate Exercise Price therefor. SECTION 10. WITHHOLDING TAXES Federal, state or local law may require the withholding of taxes resulting from the grant or vesting of an Award or the exercise of an Option. The Company may permit or require (subject to such conditions or procedures as may be established by the Committee) any such tax withholding obligation of a Participant to be satisfied by any of the following means, or by any combination of such means: (i) cash payment by such Participant to the Company; (ii) withholding from the shares of Common Stock otherwise issuable to such Participant pursuant to the vesting or exercise of an Award of a number of shares of Common Stock having an aggregate Fair Market Value, as of the Tax Date, sufficient to satisfy the withholding tax obligation; or (iii) delivery by the Participant to the Company of a number of shares of Common Stock having an aggregate Fair Market Value, as of the Tax Date, sufficient to satisfy the withholding tax obligation arising from the vesting or exercise of an Award. If the payment or delivery specified in clause (i) or (iii) of the preceding sentence is required but is not paid by a Participant, the Company may refuse to issue Common Stock to such Participant under this Plan. SECTION 11. ADJUSTMENTS ON CHANGES IN CAPITALIZATION In the event of any change in the outstanding Common Stock of the Company by reason of any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination, exchange of shares, split-up, split-off, spin-off, liquidation or other similar change in capitalization, or any distribution to common stockholders other than normal cash dividends, the number or kind of shares that may be issued under this Plan pursuant to section 3 hereof and the number or kind of shares subject to, or the price per share under any outstanding Award, shall be adjusted, automatically and without notice, so that the proportionate interests of the Recipients shall be maintained as before the occurrence of such event; provided that no adjustment shall be made pursuant to this section 11 that would (i) cause any Option intended to qualify as an ISO to fail to qualify as an ISO, (ii) cause an Award that is otherwise exempt from Code section 409A to become subject to Code section 409A, or (iii) cause an Award that is subject to Code section 409A to fail to satisfy the requirements of Code section 409A. SECTION 12. AMENDMENT AND TERMINATION The Committee may amend this Plan at any time or from time to time; provided that: (i) the Committee may not, without approval by the Board, materially increase the benefits provided to Recipients under this Plan; (ii) any amendment with respect to Restricted Stock Awards or RSU Awards granted to Outside Directors must be approved by the Board; and (iii) no amendment that requires stockholder approval in order for this Plan to continue to comply with any provision of the Exchange Act, any rule promulgated by the Securities and Exchange Commission under the Exchange Act, any rule of the New York Stock Exchange or any other securities exchange on Exhibit B - 10 01435\040\8330526.v3

 
which shares of Common Stock are listed, or any other applicable law, rule or regulation, shall be effective unless such amendment shall be approved by the requisite vote of stockholders of the Company within the time period required under such provision. Without the approval of the stockholders of the Company, (i) neither the Board nor the Committee will authorize the amendment of any outstanding Option to reduce the Exercise Price thereof, except for adjustments made pursuant to section 11 hereof, (ii) no outstanding Option will be cancelled and replaced with another Option Award having a lower Exercise Price, or for another Award, or for cash, except as provided in section 9 or 11 hereof, and (iii) no Option will provide for the payment, at the time of exercise, of a cash bonus or grant or sale of another Award; provided that this sentence is intended to prohibit, without stockholder approval, the re-pricing of Options that have Exercise Prices above Fair Market Value and will not be construed to limit or prohibit any adjustment pursuant to section 9 or 11 hereof. The Committee may terminate this Plan at any time; provided that such termination shall not affect any Awards theretofore made or any stock options theretofore granted under either of the Prior Plans and such Awards and stock options shall continue to be subject to all terms and conditions of this Plan (including the second paragraph of section 1 hereof) notwithstanding such termination. SECTION 13. MISCELLANEOUS PROVISIONS (A) No Rights to Awards. No Person has or shall have any claim or right to be granted an Award under this Plan. (B) Assignment and Transfer. No right or interest of any Recipient under this Plan or in any Award may be assigned or transferred as a whole or in part, directly or indirectly, by operation of law or otherwise (except by will or the laws of descent and distribution), including by way of execution, levy, garnishment, attachment, pledge or bankruptcy or in any other manner, and no such rights or interests of any Recipient in this Plan shall be subject to and interests under this Plan or in any Award may be made transferable by such Recipient during his or her lifetime, subject to such conditions as the Committee may specify. Except as provided in section 6 hereof, no Award shall entitle the Recipient thereof, as such, or any of su rights of a stockholder of the Company, unless and until shares subject to such Award are issued to and registered on s or Personal Representative, as the case may be, and then only with respect to such shares. (C) Compliance with Legal and Exchange Requirements. This Plan, the grant and exercise of Awards hereunder, the issuance of Common Stock and other interests hereunder, and the other obligations of the Company under this Plan and any Agreement, shall be subject to all applicable federal and state laws, rules and regulations, and to such approvals by any regulatory or governmental agency as the Committee may determine are necessary or advisable. The Company or the Committee may postpone the grant or exercise of any Award, the issuance or delivery of Common Stock under any Award or any other action permitted under this Plan to permit the Company, with reasonable diligence, to complete such stock exchange listing or registration or qualification of such Common Stock or other required action under any federal or state law, rule or regulation and may require any Recipient to make such representations and furnish such information as the Committee may consider appropriate in connection with the issuance or delivery of Common Stock in compliance with any and all applicable laws, rules and regulations. The Company shall not be obligated by virtue of any provision of this Plan or any Agreement to recognize the exercise of any Award or otherwise to sell or issue Common Stock in violation of any such law, rule Exhibit B - 11 01435\040\8330526.v3

 
or regulation. Any postponement of the exercise or settlement of any Award under this section 13(C) shall not extend the term of any Award. Neither the Company nor any Subsidiary nor any director or officer of the Company shall have any obligation or liability to any Recipient with respect to any Award (or Common Stock issuable thereunder) that shall lapse because of any such postponement. (D) Section 409A. Awards granted under this Plan shall be designed and administered in a manner that they are either exempt from the application of, or comply with, the requirements of Code section 409A. To the extent that the Committee determines that any Award is subject to Code section 409A, the Agreement relating to such Award shall incorporate terms and conditions necessary to avoid the imposition on the Recipient of additional tax under Code section 409A. Notwithstanding anything to the contrary in this Plan or any Agreement (unless such Agreement provides otherwise with specific reference to this section 13(D)): (i) no Award shall be granted, deferred, accelerated, extended, paid, settled, substituted or modified under this Plan in a manner that would result in the imposition on a Recipient of additional tax under Code section 409A; and (ii) if an Award is subject to Code section section 409A, with such classification to be determined in accordance with methodology established by the Company), no distribution or payment of any amount under such Award shall be made before a date that is six months following the date of such Recipie comply with, the requirements of Code section 409A; provided that the Company does not and shall not make any representation or warranty that any Award under this Plan will qualify for favorable tax treatment under Code section 409A or any other provision of federal, state, local or foreign law. The Company shall not be liable to any Recipient for any tax, interest or penalties a Recipient might owe as a result of the grant, holding, vesting, exercise or payment of any Award. (E) Ratification and Consent. By accepting any Award under this Plan, each Recipient and each Personal Representative or Beneficiary claiming under or through such Recipient shall be conclusively deemed to have accepted, ratified and consented to all of the terms and conditions of this Plan and any and all action taken under this Plan by the Company, any Subsidiary, the Board or the Committee. (F) Other Compensation. Nothing in this Plan shall prevent, limit or otherwise affect the right, power and authority of the Board with respect to any other or additional compensation arrangements. (G) Grant Date. Each Recipient shall be deemed to have been granted an Award on the date that the Committee grants such Award under this Plan or such later date as the Committee shall determine at the time such grant is authorized. (H) No Fractional Shares. No fractional shares shall be issued or delivered pursuant to this Plan or any Award. The Committee shall determine whether cash or other property shall be issued or paid in lieu of fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated. (I) Forfeiture Provision. Except as otherwise expressly provided by the applicable Agreement, the Committee may require a Recipient to forfeit all unexercised, unearned, unvested or unpaid Awards, if: (1) the Recipient, while employed by the Company or any Subsidiary, prepares to engage or engages, directly or indirectly, without the written consent of the Company, in any manner or capacity, as principal, agent, partner, officer, director, employee or otherwise, in any business or activity competitive with any business conducted by the Company or any Subsidiary, as determined by the Committee; Exhibit B - 12 01435\040\8330526.v3

 
(2) the Recipient performs any act or engages in any activity that the Committee determines is materially detrimental to the best interests of the Company or any Subsidiary; or (3) the Recipient materially breaches any agreement with or duty to the Company or any Subsidiary, including any non-competition agreement, non-solicitation agreement, confidentiality or non-disclosure agreement, or assignment of inventions or ownership of works agreement, as determined by the Committee. (J) Participants Outside the United States. Notwithstanding any provision of this Plan to the contrary, to comply with the laws of other countries in which the Company and the Subsidiaries operate or have Employees or Consultants, the Committee shall have the power and authority to: (i) determine which Subsidiaries shall be covered by this Plan; (ii) determine which Employees or Consultants outside the United States are eligible to participate in this Plan; (iii) modify the terms and conditions of any Award granted to Employees or Consultants outside the United States to comply with applicable foreign laws; (iv) modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable; and (v) take any action, before or after an Award is made, that it deems necessary or advisable to obtain approval or comply with any government regulatory exemption or requirement; provided that the Committee is not authorized to take any action hereunder, and no Awards shall be granted, that would violate any applicable law. (K) Successors. All obligations of the Company under this Plan and with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or other event, or a sale or disposition of all or substantially all of the business or such successors. (L) Severability. If any provision of this Plan, or the application of such provision to any Person or circumstance, shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Plan, or the application of such provision to Persons or circumstances other than those to which it is held to be invalid or unenforceable, shall not be affected thereby. (M) Construction. The headings of the sections hereof are for convenience of reference only and are not part of this Plan. As used herein, each gender includes each other gender, and the singular includes the plural and vice versa, as the context may require. Reference herein to any section includes reference to each and all subsections (N) Governing Law. This Plan shall be governed by and interpreted and construed in accordance with the laws of the State of Delaware. SECTION 14. EFFECTIVENESS OF THIS PLAN This amended and restated Plan shall be submitted to the stockholders of the Company for their approval at their annual meeting scheduled to be held on April 21, 2015, or at such other annual or special meeting as the Board may specify, or any adjournment or postponement thereof. This Plan will be effective as of the date of its approval by the stockholders of the Company. Exhibit B - 13 01435\040\8330526.v3

 
 EX-10.15 3 ex10152019rsuagreementrs.htm EXHIBIT 10.15 ex10152019rsuagreementrs
EXHIBIT 10.15 2019 TIME-BASED RESTRICTED STOCK UNIT AGREEMENT Company: Simpson Manufacturing Co., Inc. Recipient: The recipient’s name (the “Recipient”) is set forth on the Recipient’s online award acceptance page on Morgan Stanley Smith Barney’s StockPlan Connect website (the “Acceptance Page”) at https://www.stockplanconnect.com, which is incorporated by reference to this Agreement. The Number of Shares of The aggregate number of shares of Common Stock as stated Common Stock Subject to RSUs on the Acceptance Page. Granted Hereunder (the “RSU Shares”): The Effective Date of the Award A date in 2019 as determined by the Committee in its absolute (the “Award Date”): discretion and as set forth on the Acceptance Page. The Date the RSU Shares A date subsequent to the Award Date as determined by the Start To Vest Committee in its absolute discretion and as set forth on the (the “Vesting Start Date”): Acceptance Page. Vesting Schedule One fifth of the RSU Shares will vest on the first anniversary (the “Vesting Schedule”): of the Vesting Start Date and two fifths of the RSU Shares will vest on each of the second and third anniversaries of the Vesting Start Date; provided, however, that if any of such dates falls on a weekend or federal holiday, the applicable portion of the RSU Shares shall vest on the immediately following business day.1 Vesting Period A period beginning on the Vesting Start Date, and ending on (the “Vesting Period”): the third anniversary of the Vesting Start Date; provided, however, that if such anniversary date falls on a weekend or federal holiday, such period shall end on the immediately following business day.2 This TIME-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of the Award Date stated on the Acceptance Page by and between Simpson Manufacturing Co., Inc., a Delaware corporation (the “Company”), and the Recipient named on the Acceptance Page, with reference to the following facts: Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to such terms in the amended and restated Simpson Manufacturing Co., Inc. 2011 Incentive Plan effective on April 21, 2015 (as amended and/or restated from time to time, the “Plan”). The Board has delegated to the Committee all authority to administer the Plan. The Committee has determined to grant to the Recipient, under the Plan, time-based Restricted Stock Units (the “RSUs”) with respect to the RSU Shares stated on the Acceptance Page. 1 For example, if the Vesting Start Date is determined by the Committee to be February 15, 2019, then 1/5 of the RSU Shares will vest on February 18, 2020 (because February 15, 2020 falls on a Saturday, and Monday February 17, 2020 is a federal holiday, President’s Day, the immediately following business day is February 18, 2020), 2/5 of the RSU Shares will vest on each of February 16, 2021 (because Monday February 15, 2021 is a federal holiday, President’s Day, the immediately following business day is February 16, 2021) and February 15, 2022. 2 See footnote 1, supra. 1 | P a g e 01435\040\8330543.v3

 
To evidence the RSUs and to set forth the terms and conditions thereof, the Company and the Recipient agree as follows: 1. Confirmation of Grant. (a) The Company grants the RSUs to the Recipient and the Recipient agrees to accept the RSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the RSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy. (b) The RSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the RSUs become fully vested pursuant to section 2 or are forfeited pursuant to section 3. If and when the RSUs become fully vested pursuant to section 2, and on the satisfaction of all other conditions applicable to the RSUs, the RSUs not forfeited pursuant to section 3 shall be settled in the number of shares of Common Stock as provided in section 1(d) and otherwise in accordance with the Plan. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the RSUs shall be settled by the issuance and delivery of the RSU Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the RSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the RSUs; provided, however, that to the extent the Committee determines that any of the RSUs are subject to Code section 409A, to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such RSUs shall be made until the earliest of the date (i) set for such RSUs to vest according to the Vesting Schedule (a time or fixed schedule specified for the purpose of Code section 409A), (ii) of the Recipient’s “separation from service” (as defined in Code section 409A), (iii) of the Recipient’s death, or (iv) when the Recipient becomes “disabled” (as defined in Code section 409A); and further provided that, the number of the RSU Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the RSU Shares. Notwithstanding the foregoing, to the extent the Committee determines that any of the RSUs are subject to Code section 409A and the Recipient is a Specified Employee3 on the date of his or her “separation from service” (as defined in Code section 409A), to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such RSUs that is otherwise payable pursuant to this Section 1(d) upon a separation from service shall be made before the date that is six months after the 3 The determination of whether the Recipient is a Specified Employee will be made annually by the Committee or its delegate pursuant to Code section 409A for the 12-month period ending every December 31st (the “Specified Employee Identification Date”). The Committee’s determination shall be final and binding on the Recipient. If the Recipient was determined by the Committee as a Specified Employee at any time during such 12-month period ending on the Specified Employee Identification Date, he or she shall be considered a Specified Employee for the 12-month period commencing on the February 1st immediately following the Specified Employee Identification Date (i.e., from February 1st to the following January 31st), even if he or she is no longer employed or engaged by the Company on or after the Specified Employee Identification Date. For the purposes of this section 1(d), a “Specified Employee” shall mean: • the Recipient owns 5% or more of all outstanding Common Stock; • the Recipient owns 1% or more of all outstanding Common Stock and has an annual compensation of more than $150,000; and/or • the Recipient is among the top 50 most highly-compensated officers of the Company and the Subsidiaries forming a controlled group of corporations within the meaning of Code section 1563(a) (based on total W-2 compensation plus elective 401(k) plan deferrals) and has an annual compensation exceeding the indexed dollar limit then in effect pursuant to Treas. Reg. § 1.409A-1(i) promulgated under Code (which is $180,000 for 2019). 2 | P a g e 01435\040\8330543.v3

 
date of the Recipient’s separation from service. In settling the RSUs pursuant to the foregoing, the Company (or its acquirer or successor) shall have the option (as determined by the Committee in its sole discretion) to make or provide for a cash payment to the Recipient, in exchange for the cancellation of the vested RSUs (or any portion thereof), in an amount equal to the product of (A) the number of the RSU Shares under the cancelled RSUs and (B) the average closing price of a share of Common Stock over the period ending on the date the RSUs (or the portion thereof) become vested and starting 60 days prior to that date. Anything herein to the contrary notwithstanding, this Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any amendment hereto, make any arrangement, or take any other action, to comply with Code section 409A. The Recipient agrees and acknowledges that the Company makes no representations that this Agreement, including the grant, vesting and/or delivery of the RSU Shares (or cash equivalent), does not violate Code section 409A, and the Company shall have no liability whatsoever to the Recipient if he or she is subject to any taxes or penalties under Code section 409A. 2. Vesting. Subject to the terms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3,4 the RSUs shall vest (that is, the Restricted Period with respect thereto shall terminate) pursuant to the Vesting Schedule; provided, however, that the unvested RSUs shall vest in full during the Vesting Period on the date, (a) immediately preceding the effective date of the Recipient’s Retirement as determined by the Committee in relation to the RSUs: either (A) after reaching age 70 or (B) after reaching age 55 and having been employed or engaged by the Company or any Subsidiary for 15 years (provided that, if the Recipient retires after reaching age 56, for each year after age 55, the Recipient may work one year less for the Company or any Subsidiary, as applicable, and still be qualified for Retirement under this sub-section (B)5), (b) immediately preceding the Recipient’s death or the effective date of the Recipient’s Disability, or (c) immediately preceding the effective date of the termination of the Recipient’s employment or engagement with the Company or any Subsidiary by the Company or Subsidiary (which, whenever used in this Agreement, includes any such entity’s successor) without Cause,6 or by the Recipient for a Good Reason,7 in either case only in connection with or within 24 months 4 For example, pursuant to section 3, before the Vesting Start Date, (I) if the Recipient’s employment or engagement with the Company or any Subsidiary is terminated by the Recipient for any reason, or (II) if the Recipient retires, dies or becomes Disabled, the RSUs shall be forfeited in their entirety and no distribution or payment of any amount under such RSUs shall ever be made to the Recipient. 5 For example, if the Recipient retires at age 60 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 10 years to be qualified for Retirement and receive the RSU Shares; and for example, if the Recipient retires at age 65 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 5 years to be qualified for Retirement and receive the RSU Shares. 6 “Cause” means, in addition to any cause for termination as provided in any other applicable written agreement between the Company, the applicable Subsidiary, or the acquirer or successor of the Company or Subsidiary, and the Recipient, (i) conviction of any felony, (ii) any material breach or violation by the Recipient of any agreement to which the Recipient and the Company or the Subsidiary that employs or engages the Recipient are parties or of any published policy or guideline of the Company, (iii) any act (other than retirement or other termination of employment or engagement) or omission to act by the Recipient which may have a material and adverse effect on the business of the Company or Subsidiary or on the Recipient’s ability to perform services for the Company or Subsidiary, including habitual insobriety or substance abuse or the commission of any crime, gross negligence, fraud or dishonesty with regard to the Company or Subsidiary, or (iv) any material misconduct or neglect of duties and responsibilities by the Recipient in connection with the business or affairs of the Company or Subsidiary; provided, however, that the Recipient first shall have received written notice, which shall specifically identify what the Company or Subsidiary believes constitutes Cause, and if the breach, act, omission, misconduct or neglect is capable of being cured, the Recipient shall have failed to cure after 15 days following such notice. 7 A “Good Reason” means the occurrence of any of the following events: (i) a material adverse change in the functions, duties or responsibilities of the Recipient’s position (other than a termination by the Company or Subsidiary) which would meaningfully reduce the level, importance or scope of such position (provided that, a change in the person, position and/or department to whom the Recipient is required to report shall not by itself constitute a material adverse change in the Recipient’s position), (ii) the relocation of the Company or Subsidiary office at which the Recipient is principally located immediately prior to a Sale Event (the “Original Office”) to a new location outside of the metropolitan area of the Original Office or the failure to place the Recipient’s own office in the Original Office (or at the office to which such office is relocated which is within the metropolitan area of the Original Office), or (iii) a material reduction in the Recipient’s base salary and incentive compensation opportunity as in effect immediately prior to a Sale Event; provided, however, that, within 90 days of the incident that provides the basis for a Good Reason termination, the Recipient shall have provided the Company or Subsidiary a written notice specifically identifying what the Recipient believes constitutes a Good Reason, and the Company or Subsidiary shall have failed to cure the adverse change, relocation or compensation reduction after 30 days following such notice. 3 | P a g e 01435\040\8330543.v3

 
following a Sale Event.8 The Recipient explicitly acknowledges and agrees that the granting or vesting of the RSUs as well as the Recipient’s holding of the RSU Shares shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery, stock ownership, and hedging, pledging and trading policies. 3. Forfeiture. Anything herein to the contrary notwithstanding, (a) all RSUs that are not vested in accordance with section 2 shall terminate immediately and be forfeited in their entirety if and at such time as (i) the Recipient ceases to be an Employee, Outside Director or Consultant, as the case may be, or (ii) 24 months have passed immediately following a Sale Event (provided that, in the event the surviving or acquiring entity or the new entity resulting from a Sale Event substitutes a similar equity award for the RSUs, such award will continue in accordance with its own terms and conditions), and (b) all RSUs, to the extent not theretofore settled in accordance with section 1(d), shall terminate immediately and be forfeited in their entirety when and as provided in section 13(I) of the Plan. 4. Tax Withholding. Pursuant to section 10 of the Plan, the Company may require the Recipient to enter into an arrangement providing for the payment in cash, Common Stock or otherwise by the Recipient to the Company of any tax withholding obligation of the Company arising by reason of (a) the granting or vesting of the RSUs, (b) the lapse of any substantial risk of forfeiture to which the RSUs or the RSU Shares are subject, or (c) the disposition of the RSUs or the RSU Shares, to the extent such arrangement does not cause a loss of the Section 16(b) exemption pursuant to Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended. 5. Representations and Warranties of the Company. The Company represents and warrants to the Recipient that the RSU Shares, when issued and delivered on the vesting of the RSUs in accordance with this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. 6. Recipient Representations. The Recipient represents and warrants to the Company that the Recipient has received and read this Agreement and the Plan, that the Recipient has consulted with the Recipient’s own legal, financial and other advisers regarding this Agreement and the Plan to the extent that the Recipient considered necessary or appropriate, that the Recipient fully understands and accepts all of the terms and conditions of this Agreement and the Plan, and that the Recipient is relying solely on the Recipient’s own advisers with respect to the tax consequences of this Agreement and the RSUs. 7. Change in Control. Notwithstanding section 9 of the Plan, a Change in Control shall be treated as a Sale Event with respect to the RSUs granted hereunder. 8. Adjustments to Reflect Capital Changes. Subject to and except as otherwise provided in section 9 of the Plan, the number and kind of shares subject to the RSUs shall be appropriately adjusted, as the Committee may determine pursuant to section 11 of the Plan, to reflect any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination, exchange of shares, split-up, split-off, spin-off, liquidation or other similar change in capitalization, or any distribution to common stockholders other than normal cash dividends. 9. No Rights as Stockholder. Neither the granting or vesting of the RSUs nor the issuance or delivery of the RSU Shares shall entitle the Recipient, as such, or any of the Recipient’s Beneficiaries or Personal 8 A “Sale Event” shall mean (i) the sale or other disposition of all or substantially all of the assets of the Company or the Subsidiary that employs or engages the Recipient, including a majority or more of all outstanding stock of the Subsidiary, on a consolidated basis to one or more unrelated persons or entities, (ii) a Change in Control, or (iii) the sale or other transfer of outstanding Common Stock to one or more unrelated persons or entities (including by way of a merger, reorganization or consolidation in which the outstanding Common Stock are converted into or exchanged for securities of the successor entity) where the stockholders of the Company, immediately prior to such sale or other transfer, would not, immediately after such sale or transfer, beneficially own shares representing in the aggregate more than 50 percent of the voting shares of the acquirer or surviving entity (or its ultimate parent corporation, if any). For the purpose of sub-section (iii) of this definition, only voting shares of the acquirer or surviving entity (or its ultimate parent, if any) received by stockholders of the Company in exchange for Common Stock shall be counted, and any voting shares of the acquirer or surviving entity (or its ultimate parent, if any) already owned by stockholders of the Company prior to the transaction shall be disregarded. 4 | P a g e 01435\040\8330543.v3

 
Representative, to any rights of a stockholder of the Company, unless and until the RSU Shares are registered on the Company’s records in the name or names of the Recipient or the Recipient’s Beneficiaries or Personal Representative, as the case may be, and then only with respect to such RSU Shares so registered. 10. No Right to Continued Employment. Nothing in this Agreement shall confer on the Recipient any right to continue in the employment of, or service to, the Company or any Subsidiary or limit, interfere with or otherwise affect in any way the right of the Company or any Subsidiary to terminate the Recipient’s employment or service at any time. If the Award of the RSUs is in connection with the Recipient’s performance of services as a Consultant or Outside Director, references to employment, employee and similar terms shall be deemed to include the performance of services as a Consultant or an Outside Director, as the case may be; provided that no rights as an Employee shall arise by reason of the use of such terms. 11. Regulatory Compliance. Notwithstanding anything herein to the contrary, the issuance and delivery of the RSU Shares shall in all events be subject to and governed by section 13(C) of the Plan. 12. Notices. Any notice, consent, demand or other communication to be given under or in connection with this Agreement shall be in writing and shall be deemed duly given and received when delivered personally, when transmitted by facsimile, one business day after being deposited for next-day delivery with a nationally recognized overnight delivery service, or three days after being mailed by first class mail, charges or postage prepaid, properly addressed, if to the Company, at its principal office in California, and, if to the Recipient, at the Recipient’s address on the Company’s records. Either party may change such party’s address or facsimile number from time to time by notice hereunder to the other. 13. Entire Agreement. This Agreement and the Plan together contain the entire agreement of the parties and supersede all prior or contemporaneous negotiations, correspondence, understandings and agreements, whether written or oral, between the parties, regarding the RSUs. The Recipient specifically acknowledges and agrees that all descriptions of the RSUs in any prior letters, memoranda or other documents provided to him or her by the Company or any Subsidiary are hereby replaced and superseded in their entirety by this Agreement and shall be of no further force or effect. To the extent there is any inconsistency between the descriptions of any such documents and the terms of this Agreement, the terms of this Agreement shall prevail. 14. Amendment. This Agreement may be amended, modified or supplemented only by a written instrument signed by the Recipient and the Company. 15. Assignment. The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of this Agreement, any of the RSUs or any other rights hereunder, and shall not delegate any duties hereunder, except only as may be permitted pursuant to section 13(B) of the Plan, and any such action or transaction that may otherwise be attempted or purported by the Recipient shall be void and of no effect; provided, however, that this section 15 does not restrict the sale, assignment, transfer, pledging, hypothecation or other encumbrance or disposal of RSU Shares that have fully vested. 16. Successors. Subject to section 15, this Agreement shall bind and inure to the benefit of the Company and the Recipient and their respective successors, assigns, heirs, legatees, devisees, executors, administrators and legal representatives. Nothing in this Agreement, express or implied, is intended to confer on any other Person any right or benefit in or under this Agreement or the Plan. 17. Separate Payments. All amounts payable in connection with the RSUs hereunder or any other Awards granted under the Plan shall be treated as separate payments for the purposes of Code section 409A. 18. Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Delaware. 19. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 5 | P a g e 01435\040\8330543.v3

 
20. Order of Precedence and Construction. This Agreement, the RSUs and the RSU Shares are subject to all provisions of the Plan (a copy of which is attached hereto as Exhibit A), including the Restricted Stock Unit provisions of section 6 thereof, and are further subject to all interpretations and amendments thereto that may from time to time be adopted pursuant to the Plan. In the event of any inconsistency between any provision of this Agreement and any provision of the Plan, the provision of the Plan shall govern. The headings of sections herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction or interpretation of any provision hereof. Whenever the context requires, the use in this Agreement of the singular number shall be deemed to include the plural and vice versa, and each gender shall be deemed to include each other gender. References herein to sections refer to sections of this Agreement, except as otherwise stated. The meaning of general words is not limited by specific examples introduced by “includes”, “including”, “for example”, “such as” or similar expressions, which shall be deemed to be followed by the phrase “without limitation”. 21. Further Assurances. The Recipient agrees to do and perform all acts and execute and deliver all additional documents, instruments and agreements as the Company or the Committee may reasonably request in connection with this Agreement. 22. Data Privacy. Recipient hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Recipient’s personal data as described in this Agreement by and among, as applicable, Recipient’s employer, the Company, and any Subsidiary for the exclusive purposes of implementing, administering, and managing Recipient’s participation in the Plan. Recipient understands that the Company and the employing Subsidiary may hold certain personal information about Recipient, including, but not limited to, Recipient’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, and any shares of stock or directorships held in the Company or any Subsidiary, details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Recipient’s favor (“Personal Data”). Recipient understands that Personal Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these entities may be located in Recipient’s country, or elsewhere, and that the third parties’ country may have different data privacy laws and protections than Recipient’s country. Recipient understands that he or she may request a list with the names and addresses of any potential third parties in receipt of the Personal Data by contacting the Company’s Equity Plans Administrator. Recipient authorizes the third parties to receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for the purposes of implementing, administering and managing Recipient’s participation in the Plan, including any requisite transfer of such Personal Data as may be required to a broker or other third party with whom Recipient may elect to deposit any RSU Shares received upon vest of the RSUs. Recipient understands that Personal Data will be held as long as is necessary to administer and manage Recipient’s participation in the Plan. Recipient understands that he or she may, at any time, view Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data or refuse or withdraw the consents herein, without cost, by contacting in writing the Company’s Equity Plans Administrator. Recipient understands that refusal or withdrawal of consent may affect Recipient’s ability to realize benefits from the RSUs. For more information on the consequences of Recipient’s refusal to consent or withdrawal of consent, Recipient understands that he or she may contact the Company’s Equity Plans Administrator. 23. Electronic Delivery. The Company may, in its sole discretion, decide (a) to deliver or effect by electronic means any documents or communications related to the RSUs granted under the Plan, Recipient’s participation in the Plan, or future Awards that may be granted under the Plan or (b) to request by electronic means Recipient’s consent to participate in the Plan and other communications related to the RSUs or the Plan. Recipient hereby consents to receive such documents and communications by electronic delivery and, if requested, to agree to participate in the Plan and deliver or effect such other communications through an on-line or electronic system established and maintained by the Company or any third party designated by the Company. [Signature Page Follows] 6 | P a g e 01435\040\8330543.v3

 
IN WITNESS WHEREOF, this Restricted Stock Unit Agreement has been duly executed by or on behalf of the Company and the Recipient as of the Award Date. COMPANY: SIMPSON MANUFACTURING CO., INC. By Brian Magstadt (Feb 8, 2019) Authorized Signatory for the Compensation and Leadership Development Committee of the Board of Directors ACCEPTANCE OF AGREEMENT: Through the electronic submission of his or her consent to this Restricted Stock Unit Agreement in accordance with the instructions on Morgan Stanley Smith Barney’s StockPlan Connect website, the Recipient hereby confirms, ratifies, approves and accepts all of the terms and conditions of this Restricted Stock Unit Agreement. 7 | P a g e 01435\040\8330543.v3

 
Exhibit A SIMPSON MANUFACTURING CO. INC. 2011 INCENTIVE PLAN Adopted April 26, 2011, and Amended and Restated April 21, 2015 SECTION 1. PURPOSE The purpose of the Simpson Manufacturing Co., Inc. 2011 Incentive Plan is to promote the interests of the Company and its stockholders by providing incentives to directors, officers and employees of, and consultants to, the Company and the Subsidiaries. Accordingly, the Company may grant to selected officers, Employees, Consultants and Outside Directors Option Awards, Restricted Stock Awards and RSU Awards in an effort to attract and retain qualified individuals as employees, directors and consultants and to provide such individuals with incentives to continue service with the Company, devote their best efforts to the Company and improve the Company’s economic performance, thus enhancing the value of the Company for the benefit of stockholders. This Plan amends and restates in their entirety, and incorporates and supersedes, both the Simpson Manufacturing Co., Inc. 1994 Stock Option Plan, as amended (the “1994 Plan”), and the Simpson Manufacturing Co., Inc. 1995 Independent Director Stock Option Plan, as amended (the “1995 Plan” and, together with the 1994 Plan, the “Prior Plans”); provided that any stock option granted under the 1994 Plan or the 1995 Plan that has not been exercised in full and that has not expired or terminated shall continue in effect in accordance with its terms and conditions and shall continue to be subject to and governed by the 1994 Plan or the 1995 Plan, respectively, as in effect immediately before the adoption of this Plan. SECTION 2. DEFINITIONS As used in this Plan, the following terms have the meanings indicated: “Agreement” means an agreement, in written or electronic form, entered into by the Company and a Recipient setting forth the terms and conditions applicable to an Award granted under this Plan. “Award” means an Option Award, a Restricted Stock Award or an RSU Award, in each case granted under this Plan. “Beneficial Ownership” and “Beneficially Own” have the meanings set forth in Rule 13d-3 under the Exchange Act. “Beneficiary” means each Person designated as such by a Recipient or, if no designation has been made, each Person entitled by will or the laws of descent and distribution to receive the benefits specified under this Plan in the event of a Recipient’s death. “Board” means the Board of Directors of the Company. “Change in Control” means the occurrence of any one (or more) of the following events: (i) the consummation of a consolidation or merger of the Company in which the Company is not the surviving corporation; (ii) the consummation of a reverse merger in which the Company is the surviving corporation but the shares of the Common Stock outstanding immediately preceding such reverse merger are converted by virtue of such reverse merger into other property, whether securities, cash or otherwise; or (iii) the approval by the stockholders of the Company of a plan or proposal for the dissolution and liquidation of the Company; provided that a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of related transactions immediately following which the record holders of the Common Stock immediately before such transaction or transactions continue to have substantially the same proportionate ownership in an entity that owns all or substantially all of the assets of the Company immediately thereafter. Exhibit A–1 01435\040\8330543.v3

 
“Code” means the Internal Revenue Code of 1986, as amended from time to time. “Committee” means the Compensation and Leadership Development Committee of the Board, as from time to time constituted, or any successor committee of the Board with similar functions, which shall consist of three or more members, each of whom shall be an outside director as defined in the regulations issued under Code section 162(m) and a non-employee director within the meaning of applicable regulatory requirements, including those promulgated under Exchange Act section 16. “Common Stock” means the Common Stock, par value $0.01 per share, of the Company, subject to adjustment pursuant to section 11 hereof. “Company” means Simpson Manufacturing Co., Inc., a Delaware corporation, or any successor thereto. “Consultant” means a Person that (i) renders services to the Company as an independent contractor (and not as an Employee or Outside Director) pursuant to a contract between such Person and the Company and (ii) is selected by the Committee to receive an Award under this Plan. “Disability” means (i) in the case of a Participant, determination by the Committee that he or she has become unable to perform the functions required by his or her regular job due to physical or mental illness or incapacity and, in connection with the grant of an ISO, he or she is within the meaning of that term as provided in Code section 22(e)(3), and (ii) in the case of an Outside Director, determination by the Committee that he or she is unable to attend to his or her duties and responsibilities as a member of the Board due to physical or mental illness or incapacity. “Employee” means a regular, full-time or part-time employee of the Company or any Subsidiary; provided that, for purposes of determining whether any Person may be a Participant for purposes of any grant of ISOs, the term “Employee” shall have the meaning ascribed to such term in Code section 3401(c). “Exercise Price” means, with respect to each share of Common Stock subject to an Option, the price fixed by the Committee at which such share may be purchased from the Company on the exercise of such Option. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “Fair Market Value” means (i) as of any date, the closing sale price per share of Common Stock as reported on the Composite Tape of the New York Stock Exchange, or if there are no sales on such day, on the next prior trading day during which a sale occurred; and (ii) in the absence of such market for the shares of Common Stock, the fair market value per share of Common Stock determined by the Committee in good faith (which determination shall, to the extent applicable, be made in a manner that complies with Code sections 422(b) and 409A). “Incentive Stock Option” or “ISO” means an Option that is intended by the Committee to meet the requirements of Code section 422 or any successor provision. “ISO Award” means an Award of an Incentive Stock Option pursuant to section 9 hereof. “NQSO” means an Option granted pursuant to this Plan that does not qualify as an Incentive Stock Option. “NQSO Award” means an Award of an NQSO pursuant to section 7 hereof. “Option” means the right to purchase Common Stock at an Exercise Price to be specified and on terms to be designated by the Committee or otherwise determined pursuant to this Plan. The Committee shall designate each Option as either an NQSO or an Incentive Stock Option. “Option Award” means an Award of an Option pursuant to section 7 hereof. Exhibit A–2 01435\040\8330543.v3

 
“Outside Director” means a director of the Company, who is not also an Employee and who is selected by the Committee to receive an Award under this Plan. “Participant” means an Employee who is selected by the Committee to receive an Award under this Plan. “Performance Goals” means performance goals established by the Committee from time to time. Such goals may be absolute in their terms or measured against or in relation to other companies comparably or otherwise situated. Such performance goals may be particular to a Participant or the Subsidiary, division or other unit in which the Participant works or may be based on the performance of the Company as a whole. The Performance Goals applicable to any Award that is intended to qualify for the performance-based exception from the tax deductibility limitations of Code section 162(m) shall be based on one or more of (i) earnings, (ii) unit sales, sales volume or revenue, (iii) sales growth, (iv) stock price (including comparison with various stock A-3 market indicies), (v) return on equity, (vi) return on investment, (vii) total return to stockholders, (viii) economic profit, (ix) debt rating, (x) operating income, (xi) cash flows, (xii) cost targets, (xiii) return on assets or margins or (xiv) implementation, completion or attainment of measurable objectives with respect to (1) software development, (2) new distribution channels, (3) customer growth targets, (4) acquisition identification and integration, (5) manufacturing, production or inventory targets, (6) new product introductions, (7) product quality control, (8) accounting and reporting, (9) recruiting and maintaining personnel, or (10) compliance or regulatory program targets. Any criteria used may be measured, as applicable, (a) in absolute terms, (b) in relative terms (including but not limited to, the passage of time or against other companies or financial metrics), (c) on a per share basis, (d) against the performance of the Company as a whole or against particular entities, segments, operating units or products of the Company or (e) on a pre-tax or after tax basis. “Person” has the meaning ascribed to that term in Exchange Act section 3(a)(9), as modified and used in Exchange Act sections 13(d) and 14(d), except that such term shall not include (a) the Company, (b) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (c) an underwriter temporarily holding securities pursuant to an offering on behalf of the Company. “Personal Representative” means the Person or Persons who, on the Disability or incompetence of a Recipient, shall have acquired on behalf of the Recipient by legal proceeding or otherwise the right to receive benefits pursuant to this Plan. “Plan” means this Simpson Manufacturing Co., Inc. 2011 Incentive Plan. “Recipient” means a Participant, an Outside Director or a Consultant, as appropriate. “Restricted Period” means the period during which Restricted Stock or Restricted Stock Units are subject to a substantial risk of forfeiture (based on the passage of time, the achievement of Performance Goals or the occurrence of other events, as determined by the Committee). “Restricted Stock” means those shares of Common Stock issued pursuant to a Restricted Stock Award, which are subject to the restrictions, terms, and conditions set forth in the related Agreement or designated by the Committee in accordance with this Plan. “Restricted Stock Award” means an Award of Restricted Stock pursuant to section 6 hereof. “Restricted Stock Units” or “RSUs” means units issued pursuant to an RSU Award, which are valued in terms of shares of Common Stock equivalents and are subject to the restrictions, terms and conditions set forth in the related Agreement or designated by the Committee in accordance with this Plan. “Retirement” means (i) in the case of a Participant, retirement from employment with the Company or any Subsidiary at any time as described in the Simpson Manufacturing Co., Inc. Profit Sharing Plan for Salaried Employees or in any successor plan, as from time to time in effect, or as otherwise determined by the Committee, (ii) in the case of an Outside Director, retirement from the Board after the date, if any, established by the Committee Exhibit A–3 01435\040\8330543.v3

 
as the date for mandatory retirement, as from time to time in effect, or as otherwise determined by the Committee, and (iii) in the case of a Consultant, such date as is determined by the Committee. “RSU Award” means an Award of Restricted Stock Units pursuant to section 6 hereof. “Subsidiary” means a corporation, limited liability company, partnership or other entity (i) more than fifty percent of the outstanding voting equity securities (representing the right to vote for the election of directors or other managing authority) are now or hereafter owned or controlled, directly or indirectly, by the Company, or (ii) which does not have outstanding voting equity securities (as may be the case in a partnership, limited liability company, joint venture or unincorporated association), but more than fifty percent of the ownership interests of which, representing the right generally to make decisions for such entity, is now or hereafter owned or controlled, directly or indirectly, by the Company; provided that, for purposes of determining whether any Person may be a Participant for purposes of any grant of Incentive Stock Options, the term “Subsidiary” shall have the meaning ascribed to such term in Code section 424(f), as interpreted by the regulations thereunder and applicable law. “Tax Date” means the date the withholding tax obligation arises with respect to an Award. SECTION 3. STOCK SUBJECT TO PLAN (A) Subject to section 3(B) hereof and to adjustment pursuant to section 11 hereof, 16,320,000 shares of Common Stock are reserved for issuance under this Plan, any or all of which may be delivered with respect to Option Awards, Restricted Stock Awards and RSU Awards and any or all of which may be authorized and unissued shares or treasury shares; provided that such 16,320,000 shares include all shares heretofore reserved for issuance pursuant to the Prior Plans. Subject to section 3(B) hereof and to adjustment pursuant to section 11 hereof, the following limits shall apply with respect to Awards that are intended to qualify for the performance-based exception from the tax deductibility limitations of Code section 162(m): (i) the maximum aggregate number of shares of Common Stock that may be subject to Options granted in any calendar year to any one Participant shall be 150,000 shares; and (ii) the maximum aggregate number of Restricted Stock Awards and shares of Common Stock issuable or deliverable under RSU Awards granted in any calendar year to any one Participant shall be 100,000 shares. (B) Shares of Common Stock subject to Awards under this Plan or stock options granted under the Prior Plans that are forfeited, terminated, canceled or settled without the delivery of Common Stock under this Plan or the Prior Plans, respectively, will again be available for Awards under this Plan as if such Awards or grants had not been made; provided that, notwithstanding any other provision herein to the contrary, the aggregate number of shares of Common Stock that may be issued under this Plan shall not be increased by (i) shares of Common Stock tendered in full or partial payment of the Exercise Price of any Option or any stock option granted under either of the Prior Plans, (ii) shares of Common Stock withheld by the Company or any Subsidiary to satisfy any tax withholding obligation, or (iii) shares of Common Stock that are repurchased by the Company. (C) Notwithstanding anything in this section 3 to the contrary and solely for purposes of determining whether shares are available for the grant of ISOs, the maximum aggregate number of shares that may be granted under this Plan shall be determined without regard to any shares restored pursuant to this section 3 that, if taken into account, would cause this Plan to fail the requirement under Code section 422 that this Plan designate a maximum aggregate number of shares that may be issued. SECTION 4. ADMINISTRATION The Committee shall have exclusive authority to administer this Plan. In addition to any implied powers and duties that may be needed to carry out the provisions hereof, the Committee shall have all the powers vested in it by the terms hereof, including exclusive authority to select the Recipients, to determine the type, size and terms of any and all Awards to be made to each Recipient, to determine the time when Awards will be granted, and to prescribe the form, terms and conditions of any Agreement relating to any Award under this Plan. The Committee is authorized to interpret this Plan and the Awards granted under this Plan, to establish, amend and rescind any rules and regulations relating to this Plan, to make any other determinations that the Committee believes necessary or advisable for the administration hereof, and to correct any defect or supply any omission or reconcile any Exhibit A–4 01435\040\8330543.v3

 
inconsistency in this Plan or in any Award in the manner and to the extent that the Committee deems desirable and consistent with the intent of this Plan. The Committee may exercise any and all of the Committee’s rights, powers, authority and discretion under this Plan in the Committee’s absolute and exclusive discretion, and the Committee is authorized and empowered to grant or give any consent, approval or authorization, make any determination or do or perform any other act or thing conditionally or unconditionally, arbitrarily, or inconsistently in varying or similar circumstances, without any accountability to any Recipient, except only as otherwise expressly provided by this Plan or any Agreement with such Recipient. Any decision, determination, direction or other action of the Committee in the administration of this Plan shall be final, binding and conclusive for all purposes, subject only to the further exercise of authority of the Committee hereunder. SECTION 5. ELIGIBILITY Awards may be granted only to Recipients; provided that no Outside Director or Consultant may be granted an ISO Award. SECTION 6. RESTRICTED STOCK AND RESTRICTED STOCK UNIT (RSU) AWARDS (A) Grant. Any Recipient may receive one or more Restricted Stock Awards or RSU Awards. (B) Restricted Periods. The Restricted Period for each Restricted Stock Award or RSU Award shall be set forth in the applicable Agreement. Except as otherwise provided in the applicable Agreement on a termination of employment or engagement, or pursuant to section 9 hereof in the event of a Change in Control, each Restricted Stock Award or RSU Award shall have such Restricted Period and be subject to such Performance Goals as the Committee may determine. Except as otherwise provided in the applicable Agreement or as determined by the Committee, if a Restricted Stock Award or RSU Award is made to a Recipient whose employment or service as a director or Consultant subsequently terminates for any reason before the lapse of all restrictions thereon, such Restricted Stock or RSU with respect to which such restrictions shall not have lapsed shall be forfeited to that extent by such Recipient. (C) Certain Restricted Stock Award Provisions. (1) Stockholder Rights. On the granting of a Restricted Stock Award, a Recipient shall be entitled to all rights incident to ownership of Common Stock of the Company with respect to his or her Restricted Stock, including the right to vote such shares of Restricted Stock and to receive dividends thereon when, as and if paid in cash or shares of Restricted Stock, as set forth in the applicable Agreement or as determined by the Committee. Each grant of Restricted Stock may be made without additional consideration or in consideration of a payment by such Recipient that is less than the Fair Market Value at the date of grant. (2) Certificates; Dividends on Restricted Stock; Restrictions on Transferability. During the Restricted Period, each certificate representing Restricted Stock shall be registered in the respective Recipient’s name and bear a restrictive legend to the effect that ownership of such Restricted Stock and the enjoyment of all rights appurtenant thereto are subject to the restrictions, terms and conditions provided in this Plan and the applicable Agreement. Each such certificate shall be deposited by the Recipient with the Company, together with stock powers or other instruments of assignment, each endorsed in blank, that will permit transfer to the Company of all or any portion of the Restricted Stock that may be forfeited in accordance with this Plan and the applicable Agreement. Restricted Stock shall constitute issued and outstanding shares of Common Stock for all corporate purposes, except that: (i) no Recipient will be entitled to delivery of a certificate representing Restricted Stock until expiration of the restrictions applicable thereto; (ii) the Company will retain custody of all Restricted Stock issued as a dividend or otherwise with respect to an Award of Restricted Stock, which shall be subject to the same restrictions, terms and conditions as are applicable to the awarded Restricted Stock, until such time, if ever, as such Restricted Stock becomes vested, and no Restricted Stock shall bear interest or be segregated in separate accounts; (iii) subject to section 13(B) hereof, no Recipient shall have any right or power to sell, assign, transfer, pledge, hypothecate, exchange, encumber or otherwise dispose of any Restricted Stock during the applicable Restricted Period; and (iv) unless otherwise determined and directed by the Committee, a breach of any restriction, term or condition in this Plan or the applicable Agreement or established by the Committee with respect to any Restricted Stock will cause a Exhibit A–5 01435\040\8330543.v3

 
forfeiture of such Restricted Stock, including any Restricted Stock issued as a dividend or otherwise with respect thereto. (D) Certain Restricted Stock Unit (RSU) Award Provisions. (1) General. Each grant of Restricted Stock Units shall constitute an agreement by the Company to issue or deliver shares of Common Stock or cash to the Recipient thereof following the end of the applicable Restricted Period in consideration of the performance of services. Each such grant of Restricted Stock Units may be made without additional consideration or in consideration of a payment by such Recipient that is less than the Fair Market Value at the date of grant. (2) No Stockholder Rights. A Recipient who receives an RSU Award shall not have any rights as a stockholder with respect to the shares of Common Stock subject to such RSUs until such time, if any, as shares of Common Stock are delivered to such Recipient pursuant to the applicable Agreement. (3) Payment. Unless otherwise determined by the Committee, each Agreement relating to an RSU Award shall set forth the payment date for such RSU Award, which date shall not be earlier than the end of the applicable Restricted Period. Payment of earned Restricted Stock Units may be made in one or more installments and may be made wholly in cash, wholly in shares of Common Stock or a combination thereof, as determined by the Committee. SECTION 7. OPTION AWARDS (A) Grant. Any Recipient may receive one or more Option Awards. (B) Designation and Price. (1) Any Option granted under this Plan may be granted as an ISO or as an NQSO as shall be determined by the Committee at the time of the grant of such Option. Only Participants may be granted ISOs. Each Option shall, as directed by the Committee, be evidenced by an Agreement, which shall specify whether the Option is an ISO or an NQSO and shall contain such terms and conditions as the Committee may determine in accordance with this Plan. (2) Every ISO or NQSO shall provide for a fixed expiration date of not later than ten years from the date that such ISO or NQSO is granted. (3) The Exercise Price pursuant to each Option shall be fixed by the Committee at the time of the granting of the Option, but shall not in any event be less than the Fair Market Value on the date that such Option is granted, subject to adjustment as provided in section 11 hereof. (C) Exercise. The Committee may provide for Options granted under this Plan to be exercisable as a whole at any time or in part from time to time. Shares of Common Stock to be issued on any exercise of an Option will be issued after the Company receives (i) notice (in such form as the Committee may require) from the holder thereof of the exercise of such Option, and (ii) payment as provided in section 7(D) hereof of the aggregate Exercise Price for all shares with respect to which such Option is exercised. Each such notice and payment shall be delivered at such place and in such manner as the Committee may specify from time to time. (D) Payment. The Exercise Price for the shares of Common Stock issuable on the exercise of an Option shall be paid in full at the time of such exercise either in cash or by such other means as the Committee may approve, which may include tendering unencumbered shares of Common Stock then owned by the Recipient exercising such Option having an aggregate Fair Market Value at the time of such exercise equal to the aggregate Exercise Price of the shares being purchased on such exercise or cashless exercise through a securities broker. Exhibit A–6 01435\040\8330543.v3

 
(E) Expiration or Termination of Awards. (1) Participants. (a) Except as otherwise provided in the applicable Agreement or as determined by the Committee, if a Participant who holds an outstanding Option dies while employed, during the period when such Participant, if Disabled, would be entitled to exercise such Option, or after such Participant’s Retirement, then such Option shall be exercisable, at any time or from time to time, before the fixed termination date set forth in such Option, by the Beneficiaries of the decedent for the number of shares that such Participant could have acquired on exercise of such Option immediately before such Participant’s death. (b) Except as otherwise provided in the applicable Agreement or as determined by the Committee, if the employment of a Participant who holds an outstanding Option ceases by reason of Disability at any time during the term of the Option, such Option shall be exercisable, at any time or from time to time, before the fixed termination date set forth in such Option, by such Participant or his or her Personal Representative for the number of shares that such Participant could have acquired on exercise of such Option immediately before such Participant’s Disability. (c) Except as otherwise provided in the applicable Agreement or as determined by the Committee, if the employment of any Participant who holds an outstanding Option ceases by reason of Retirement, such Option shall be exercisable, at any time or from time to time, before the fixed termination date set forth in such Option, for the number of shares that such Participant could have acquired on exercise of such Option immediately before such Participant’s Retirement. (d) Notwithstanding any provision of this Plan to the contrary, any Option may, in the discretion of the Committee or as provided in the applicable Agreement, become exercisable, at any time or from time to time, before the fixed termination date set forth in the Agreement relating to such Option, for the full number of shares subject to such Option or any thereof, less such number as shall theretofore have been acquired on exercise of such Option, from and after the time the Participant ceases to be an Employee as a result of the sale or other disposition by the Company or any Subsidiary of assets or property (including shares of any Subsidiary) in respect of which such Participant shall theretofore have been employed or as a result of which such Participant’s continued employment is no longer required. (e) Except as otherwise provided in subsections (a), (b), (c) and (d) of this section 7(E)(1) and sections 9(D) and 13(I) hereof, if the employment of any Participant who holds an outstanding Option ceases, such Option shall be exercisable, at any time or from time to time, before the earlier of the fixed termination date set forth in the Agreement relating to such Option and the ninetieth day after the cessation of such Participant’s employment, for the number of shares that such Participant could have acquired on exercise of such Option immediately before the cessation of such Participant’s employment; provided that such Option shall terminate on and as of such earlier date. (2) Outside Directors and Consultants. (a) Except as otherwise provided in the applicable Agreement or as determined by the Committee, if the service of any Outside Director or Consultant who holds an outstanding Option ceases by reason of Retirement, death or Disability, such Option shall be exercisable, at any time or from time to time, before the fixed termination date set forth in the Agreement relating to such Option, by such Outside Director or Consultant, his or her Personal Representative or his or her Beneficiaries for the number of shares that such Outside Director or Consultant could have acquired on exercise of such Option immediately before such Outside Director’s or Consultant’s Retirement, death or Disability. (b) Except as otherwise provided in subsection (a) of this section 7(E)(2) and sections 9(D) and 13(I) hereof, if the service of any Outside Director or Consultant who holds an outstanding Option ceases, such Option shall be exercisable, at any time or from time to time, before the earlier of the fixed termination date set forth in the Agreement relating to such Option and the ninetieth day after the cessation of such Outside Exhibit A–7 01435\040\8330543.v3

 
Director’s or Consultant’s service, for the number of shares that such Outside Director or Consultant could have acquired on exercise of such Option immediately before the cessation of such Outside Director’s or Consultant’s service; provided that such Option shall terminate on and as of such earlier date. SECTION 8. CONTINUED EMPLOYMENT Nothing in this Plan, or in any Award granted pursuant to this Plan, shall confer on any Person any right to continue in the employment of, or service to, the Company or any Subsidiary or limit, interfere with or otherwise affect in any way the right of the Company or any Subsidiary to terminate any Recipient’s employment or service at any time. SECTION 9. CHANGE IN CONTROL (A) Restricted Stock and RSU Awards. On a Change in Control, except as otherwise provided in the applicable Agreement and subject to compliance with Code section 409A, either: (i) the surviving or resulting corporation or the successor to the business of the Company shall substitute similar benefits for the Restricted Stock Awards and RSU Awards outstanding under this Plan; or (ii) such Restricted Stock Awards or RSU Awards shall continue in full force and effect; provided that, if such surviving or resulting corporation or such successor refuses to substitute similar benefits for such Restricted Stock Awards and RSU Awards and refuses to continue such Restricted Stock Awards and RSU Awards in full force and effect, and if the nature and terms of employment or engagement, including compensation and benefits, of the respective Recipients will change significantly as a result of the Change in Control, then the Restricted Period relating to each such Restricted Stock Award or RSU Award shall terminate, and from and after such Change in Control, each such Restricted Stock Award or RSU Award shall be free of all other restrictions for all shares of Restricted Stock or RSUs that shall not theretofore have been acquired under the applicable Agreement. (B) Option Awards. On a Change in Control, except as otherwise provided in the applicable Agreements, either: (i) the surviving or resulting corporation or the successor to the business of the Company shall assume all Options outstanding under this Plan or shall substitute similar options for those outstanding under this Plan, or (ii) such Options shall continue in full force and effect; provided that, if such surviving or resulting corporation or such successor refuses to assume or continue such Options or to substitute similar options for those outstanding under this Plan, and if the nature and terms of employment or engagement, including compensation and benefits, of the respective Recipients will change significantly as a result of the Change in Control, then each such Option shall become immediately exercisable for the full number of shares subject to such Option or any thereof, less such number as shall theretofore have been acquired on exercise of such Option, and shall be terminated if not exercised before or at the time of such Change of Control. (C) Cash-Out of Awards. In connection with a Change in Control, notwithstanding any of the foregoing provisions of this section 9 to the contrary, the Committee may, either pursuant to the applicable Agreement or by resolution adopted before the Change in Control, provide that any outstanding Award (or a portion thereof) shall, on such Change in Control, be cancelled in exchange for payment in cash of the amount, if any, by which the aggregate Fair Market Value of the shares of Common Stock subject to such Award exceeds the aggregate Exercise Price therefor. SECTION 10. WITHHOLDING TAXES Federal, state or local law may require the withholding of taxes resulting from the grant or vesting of an Award or the exercise of an Option. The Company may permit or require (subject to such conditions or procedures as may be established by the Committee) any such tax withholding obligation of a Participant to be satisfied by any of the following means, or by any combination of such means: (i) cash payment by such Participant to the Company; (ii) withholding from the shares of Common Stock otherwise issuable to such Participant pursuant to the vesting or exercise of an Award of a number of shares of Common Stock having an aggregate Fair Market Value, as of the Tax Date, sufficient to satisfy the withholding tax obligation; or (iii) delivery by the Participant to the Company of a number of shares of Common Stock having an aggregate Fair Market Value, as of the Tax Date, sufficient to satisfy the withholding tax obligation arising from the vesting or exercise of an Award. If the payment Exhibit A–8 01435\040\8330543.v3

 
or delivery specified in clause (i) or (iii) of the preceding sentence is required but is not paid by a Participant, the Company may refuse to issue Common Stock to such Participant under this Plan. SECTION 11. ADJUSTMENTS ON CHANGES IN CAPITALIZATION In the event of any change in the outstanding Common Stock of the Company by reason of any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination, exchange of shares, split-up, split-off, spin-off, liquidation or other similar change in capitalization, or any distribution to common stockholders other than normal cash dividends, the number or kind of shares that may be issued under this Plan pursuant to section 3 hereof and the number or kind of shares subject to, or the price per share under any outstanding Award, shall be adjusted, automatically and without notice, so that the proportionate interests of the Recipients shall be maintained as before the occurrence of such event; provided that no adjustment shall be made pursuant to this section 11 that would (i) cause any Option intended to qualify as an ISO to fail to qualify as an ISO, (ii) cause an Award that is otherwise exempt from Code section 409A to become subject to Code section 409A, or (iii) cause an Award that is subject to Code section 409A to fail to satisfy the requirements of Code section 409A. SECTION 12. AMENDMENT AND TERMINATION The Committee may amend this Plan at any time or from time to time; provided that: (i) the Committee may not, without approval by the Board, materially increase the benefits provided to Recipients under this Plan; (ii) any amendment with respect to Restricted Stock Awards or RSU Awards granted to Outside Directors must be approved by the Board; and (iii) no amendment that requires stockholder approval in order for this Plan to continue to comply with any provision of the Exchange Act, any rule promulgated by the Securities and Exchange Commission under the Exchange Act, any rule of the New York Stock Exchange or any other securities exchange on which shares of Common Stock are listed, or any other applicable law, rule or regulation, shall be effective unless such amendment shall be approved by the requisite vote of stockholders of the Company within the time period required under such provision. Without the approval of the stockholders of the Company, (i) neither the Board nor the Committee will authorize the amendment of any outstanding Option to reduce the Exercise Price thereof, except for adjustments made pursuant to section 11 hereof, (ii) no outstanding Option will be cancelled and replaced with another Option Award having a lower Exercise Price, or for another Award, or for cash, except as provided in section 9 or 11 hereof, and (iii) no Option will provide for the payment, at the time of exercise, of a cash bonus or grant or sale of another Award; provided that this sentence is intended to prohibit, without stockholder approval, the re-pricing of Options that have Exercise Prices above Fair Market Value and will not be construed to limit or prohibit any adjustment pursuant to section 9 or 11 hereof. The Committee may terminate this Plan at any time; provided that such termination shall not affect any Awards theretofore made or any stock options theretofore granted under either of the Prior Plans and such Awards and stock options shall continue to be subject to all terms and conditions of this Plan (including the second paragraph of section 1 hereof) notwithstanding such termination. SECTION 13. MISCELLANEOUS PROVISIONS (A) No Rights to Awards. No Person has or shall have any claim or right to be granted an Award under this Plan. (B) Assignment and Transfer. No right or interest of any Recipient under this Plan or in any Award may be assigned or transferred as a whole or in part, directly or indirectly, by operation of law or otherwise (except by will or the laws of descent and distribution), including by way of execution, levy, garnishment, attachment, pledge or bankruptcy or in any other manner, and no such rights or interests of any Recipient in this Plan shall be subject to any obligation or liability of such Recipient; provided that the Committee may determine that a Recipient’s rights and interests under this Plan or in any Award may be made transferable by such Recipient during his or her lifetime, subject to such conditions as the Committee may specify. Except as provided in section 6 hereof, no Award shall entitle the Recipient thereof, as such, or any of such Recipient’s Beneficiaries or Personal Exhibit A–9 01435\040\8330543.v3

 
Representative, to any rights of a stockholder of the Company, unless and until shares subject to such Award are issued to and registered on the Company’s records in the name or names of such Recipient, Beneficiaries or Personal Representative, as the case may be, and then only with respect to such shares. (C) Compliance with Legal and Exchange Requirements. This Plan, the grant and exercise of Awards hereunder, the issuance of Common Stock and other interests hereunder, and the other obligations of the Company under this Plan and any Agreement, shall be subject to all applicable federal and state laws, rules and regulations, and to such approvals by any regulatory or governmental agency as the Committee may determine are necessary or advisable. The Company or the Committee may postpone the grant or exercise of any Award, the issuance or delivery of Common Stock under any Award or any other action permitted under this Plan to permit the Company, with reasonable diligence, to complete such stock exchange listing or registration or qualification of such Common Stock or other required action under any federal or state law, rule or regulation and may require any Recipient to make such representations and furnish such information as the Committee may consider appropriate in connection with the issuance or delivery of Common Stock in compliance with any and all applicable laws, rules and regulations. The Company shall not be obligated by virtue of any provision of this Plan or any Agreement to recognize the exercise of any Award or otherwise to sell or issue Common Stock in violation of any such law, rule or regulation. Any postponement of the exercise or settlement of any Award under this section 13(C) shall not extend the term of any Award. Neither the Company nor any Subsidiary nor any director or officer of the Company shall have any obligation or liability to any Recipient with respect to any Award (or Common Stock issuable thereunder) that shall lapse because of any such postponement. (D) Section 409A. Awards granted under this Plan shall be designed and administered in a manner that they are either exempt from the application of, or comply with, the requirements of Code section 409A. To the extent that the Committee determines that any Award is subject to Code section 409A, the Agreement relating to such Award shall incorporate terms and conditions necessary to avoid the imposition on the Recipient of additional tax under Code section 409A. Notwithstanding anything to the contrary in this Plan or any Agreement (unless such Agreement provides otherwise with specific reference to this section 13(D)): (i) no Award shall be granted, deferred, accelerated, extended, paid, settled, substituted or modified under this Plan in a manner that would result in the imposition on a Recipient of additional tax under Code section 409A; and (ii) if an Award is subject to Code section 409A, and if the Recipient to whom such Award is granted is a “specified employee” (as defined in Code section 409A, with such classification to be determined in accordance with methodology established by the Company), no distribution or payment of any amount under such Award shall be made before a date that is six months following the date of such Recipient’s “separation from service” (as defined in Code section 409A) or, if earlier, the date of such Recipient’s death. The Company intends to administer this Plan so that Awards will be exempt from, or will comply with, the requirements of Code section 409A; provided that the Company does not and shall not make any representation or warranty that any Award under this Plan will qualify for favorable tax treatment under Code section 409A or any other provision of federal, state, local or foreign law. The Company shall not be liable to any Recipient for any tax, interest or penalties a Recipient might owe as a result of the grant, holding, vesting, exercise or payment of any Award. (E) Ratification and Consent. By accepting any Award under this Plan, each Recipient and each Personal Representative or Beneficiary claiming under or through such Recipient shall be conclusively deemed to have accepted, ratified and consented to all of the terms and conditions of this Plan and any and all action taken under this Plan by the Company, any Subsidiary, the Board or the Committee. (F) Other Compensation. Nothing in this Plan shall prevent, limit or otherwise affect the right, power and authority of the Board with respect to any other or additional compensation arrangements. (G) Grant Date. Each Recipient shall be deemed to have been granted an Award on the date that the Committee grants such Award under this Plan or such later date as the Committee shall determine at the time such grant is authorized. (H) No Fractional Shares. No fractional shares shall be issued or delivered pursuant to this Plan or any Award. The Committee shall determine whether cash or other property shall be issued or paid in lieu of fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated. Exhibit A–10 01435\040\8330543.v3

 
(I) Forfeiture Provision. Except as otherwise expressly provided by the applicable Agreement, the Committee may require a Recipient to forfeit all unexercised, unearned, unvested or unpaid Awards, if: (1) the Recipient, while employed by the Company or any Subsidiary, prepares to engage or engages, directly or indirectly, without the written consent of the Company, in any manner or capacity, as principal, agent, partner, officer, director, employee or otherwise, in any business or activity competitive with any business conducted by the Company or any Subsidiary, as determined by the Committee; (2) the Recipient performs any act or engages in any activity that the Committee determines is materially detrimental to the best interests of the Company or any Subsidiary; or (3) the Recipient materially breaches any agreement with or duty to the Company or any Subsidiary, including any non-competition agreement, non-solicitation agreement, confidentiality or non-disclosure agreement, or assignment of inventions or ownership of works agreement, as determined by the Committee. (J) Participants Outside the United States. Notwithstanding any provision of this Plan to the contrary, to comply with the laws of other countries in which the Company and the Subsidiaries operate or have Employees or Consultants, the Committee shall have the power and authority to: (i) determine which Subsidiaries shall be covered by this Plan; (ii) determine which Employees or Consultants outside the United States are eligible to participate in this Plan; (iii) modify the terms and conditions of any Award granted to Employees or Consultants outside the United States to comply with applicable foreign laws; (iv) modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable; and (v) take any action, before or after an Award is made, that it deems necessary or advisable to obtain approval or comply with any government regulatory exemption or requirement; provided that the Committee is not authorized to take any action hereunder, and no Awards shall be granted, that would violate any applicable law. (K) Successors. All obligations of the Company under this Plan and with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or other event, or a sale or disposition of all or substantially all of the business or assets of the Company, and references to the “Company” herein and in any Agreements shall be deemed to refer to such successors. (L) Severability. If any provision of this Plan, or the application of such provision to any Person or circumstance, shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Plan, or the application of such provision to Persons or circumstances other than those to which it is held to be invalid or unenforceable, shall not be affected thereby. (M) Construction. The headings of the sections hereof are for convenience of reference only and are not part of this Plan. As used herein, each gender includes each other gender, and the singular includes the plural and vice versa, as the context may require. Reference herein to any section includes reference to each and all subsections of such section. For purposes of this Plan, each of the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” (N) Governing Law. This Plan shall be governed by and interpreted and construed in accordance with the laws of the State of Delaware. SECTION 14. EFFECTIVENESS OF THIS PLAN This Plan shall be submitted to the stockholders of the Company for their approval at their annual meeting scheduled to be held on April 26, 2011, or at such other annual or special meeting as the Board may specify, or any adjournment or postponement thereof. This Plan will be effective as of the date of its approval by the stockholders of the Company. Exhibit A–11 01435\040\8330543.v3

 
 EX-21 4 listofsubsidiariesofth.htm EXHIBIT 21 Exhibit


Exhibit 21

Simpson Manufacturing Co., Inc. and Subsidiaries
List of Subsidiaries of Simpson Manufacturing Co., Inc.
At February 27, 2019

1.
Simpson Strong-Tie Company Inc., a California corporation
2.
Simpson Strong-Tie International, Inc., a California corporation
3.
Simpson Strong-Tie Canada, Limited, a Canadian corporation
4.
Simpson Strong-Tie Europe EURL, a French corporation
5.
Simpson Strong-Tie, S.A.S., a French corporation
6.
Simpson Strong-Tie Australia, Inc., a California corporation
7.
Simpson Strong-Tie A/S, a Danish corporation
8.
Simpson Strong-Tie GmbH, a German corporation
9.
Simpson Strong-Tie Sp. z.o.o., a Polish corporation
10.
Simpson France SCI, a French corporation
11.
Simpson Strong-Tie Australia Pty Limited, an Australian corporation
12.
Simpson Strong-Tie Asia Limited, a Hong Kong company
13.
Simpson Strong-Tie Asia Holding Limited, a Hong Kong company
14.
Simpson Strong-Tie (Zhangjiagang) Co., Ltd., a Chinese company
15.
Socom S.A.S., a French corporation
16.
Simpson Strong-Tie (New Zealand) Limited, a New Zealand company
17.
Simpson Strong-Tie Switzerland GmbH, a Switzerland company
18.
S&P Clever Reinforcement Company AG, a Switzerland company
19.
S&P Handels GmbH, an Austrian company
20.
S&P Clever Reinforcement GmbH, a Germany company
21.
S&P Clever Reinforcement Company Benelux B.V., a Dutch company
22.
S&P Polska Sp. z.o.o., a Polish corporation
23.
Clever Reinforcement Iberica - Materiais de Construção, Lda., a Portugal company
24.
S&P Reinforcement France, a French company
25.
Simpson Strong-Tie Vietnam Company Limited, a Vietnam company
26.
Simpson Strong-Tie South Africa (PTY) Ltd, a South Africa company
27.
Simpson Strong-Tie Chile Limitada, a Chile company
28.
S&P Reinforcement Nordic ApS, a Danish company
29.
Simpson Strong-Tie Structural Connectors Ireland Ltd, an Ireland company
30.
Multi Services Dêcoupe S.A., a Belgium company
31.
CG Visions, LLC, an Indiana corporation
32.
Gbo Fastening Systems AB, a Swedish corporation
33.
Christiania Spigerverk AS, a Norwegian company
34.
Simpson LotSpec, LLC, a Delware Company
35.
D.P.P. B.V Limited, a Dutch Company

94
 EX-23 5 exhibit23-2018auditors.htm EXHIBIT 23 Exhibit


Exhibit 23

Consent of Independent Registered Public Accounting Firm



We have issued our reports dated February 27, 2019, with respect to the consolidated financial statements, financial statement schedule, and internal control over financial reporting included in the Annual Report of Simpson Manufacturing Co., Inc. on Form 10-K for the year ended December 31, 2018.  We consent to the incorporation by reference of said reports in the Registration Statements of Simpson Manufacturing Co., Inc. on Forms S-8 (File Nos. 033-90964, 333-37325, 333-40858, 333-97313, 333-97315, 333-173811, and 033-85662).
 

/s/ Grant Thornton LLP
San Francisco, California
February 27, 2019


95
 EX-31.1 6 exhibit3112018annualce.htm EXHIBIT 31.1 Exhibit


Exhibit 31.1

Simpson Manufacturing Co., Inc. and Subsidiaries
Rule 13a-14(a)/15d-14(a) Certifications


I, Karen Colonias, certify that:

1.
I have reviewed this annual report on Form 10-K of Simpson Manufacturing Co., Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


DATE:
February 27, 2019
 
 
By /s/Karen Colonias
 
 
Karen Colonias
 
 
Chief Executive Officer

96
 EX-31.2 7 exhibit312annualcfocer.htm EXHIBIT 31.2 Exhibit


Exhibit 31.2

Simpson Manufacturing Co., Inc. and Subsidiaries
Rule 13a-14(a)/15d-14(a) Certifications


I, Brian J. Magstadt, certify that:

1.
I have reviewed this annual report on Form 10-K of Simpson Manufacturing Co., Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


DATE:
February 27, 2019
 
 
By /s/Brian J. Magstadt
 
 
Brian J. Magstadt
 
 
Chief Financial Officer

97
 EX-32 8 exhibit32.htm EXHIBIT 32 Exhibit


Exhibit 32

Simpson Manufacturing Co., Inc. and Subsidiaries
Section 1350 Certifications


The undersigned, Karen Colonias and Brian J. Magstadt, being the duly elected and acting Chief Executive Officer and Chief Financial Officer, respectively, of Simpson Manufacturing Co., Inc., a Delaware corporation (the “Company”), hereby certify that the annual report of the Company on Form 10-K for the year ended December 31, 2018, fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934, as amended, and that information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.



DATE:
February 27, 2019
 
 
By /s/Karen Colonias
 
 
Karen Colonias
 
 
Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
By /s/Brian J. Magstadt
 
 
 
 
Brian J. Magstadt
 
 
 
 
Chief Financial Officer
 
 
 
 
 


A signed original of this written statement required by Section 1350 of Chapter 63 of Title 18 of the United States Code has been provided to Simpson Manufacturing Co., Inc. and will be retained by Simpson Manufacturing Co., Inc. and furnished to the Securities and Exchange Commission or its staff on request.

The foregoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.



98
 EX-99.5 9 ex9952019prsuagreementco.htm EXHIBIT 99.5 ex9952019prsuagreementco
EXHIBIT 99.5 2019 COMPANY OP PERFORMANCE & TIME BASED RESTRICTED STOCK UNIT AGREEMENT Company: Simpson Manufacturing Co., Inc. Recipient: The recipient’s name (the “Recipient”) is set forth on the Recipient’s online award acceptance page on Morgan Stanley Smith Barney’s StockPlan Connect website (the “Acceptance Page”) at https://www.stockplanconnect.com, which is incorporated by reference to this Agreement. Target PRSU Shares: The aggregate number of shares of Common Stock as stated on the Acceptance Page. The Number of Shares of 100% of the Target PRSU Shares. Common Stock Subject to PRSUs Granted Hereunder (the “PRSU Shares”): The Effective Date of the Award A date in 2019 as determined by the Committee in its absolute (the “Award Date”): discretion and as set forth on the Acceptance Page. Measurement Period A one-year period beginning on January 1, 2019, and ending (the “Measurement Period”): on December 31, 2019. The Date the PRSU Shares A date subsequent to the Measurement Period as determined Start To Vest by the Committee in its absolute discretion and as set forth on (the “Vesting Start Date”): the Acceptance Page. Vesting Schedule One fourth of the Adjusted Shares (defined on Exhibit A) will (the “Vesting Schedule”): vest on each of the Vesting Start Date and the first, second and third anniversaries thereof; provided, however, that if any of such dates falls on a weekend or federal holiday, the applicable portion of the Adjusted Shares shall vest on the 1 immediately following business day. Vesting Period A period beginning on the Vesting Start Date, and ending on (the “Vesting Period”): the third anniversary of the Vesting Start Date; provided, however, that if such anniversary date falls on a weekend or federal holiday, such period shall end on the immediately following business day.2 Specific Performance Goals The Specific Performance Goals are set forth on Exhibit A. (the “Specific Performance Goals”): This PERFORMANCE & TIME BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of the Award Date stated on the Acceptance Page by and between Simpson Manufacturing 1 For example, if the Vesting Start Date is determined by the Committee to be February 15, 2020, then 1/4 of the Adjusted Shares, if any (based on the Specific Performance Goals), will vest on each of (i) February 18, 2020 (because February 15, 2020 falls on a Saturday and Monday February 17, 2020 is a federal holiday, President’s Day, the immediately following business day is February 18, 2020), (ii) February 16, 2021 (because Monday February 15, 2021 is a federal holiday, President’s Day, the immediately following business day is February 16, 2021), (iii) February 15, 2022 and (iv) February 15, 2023, and the Vesting Period will be from February 15, 2020 to February 15, 2023. 2 See footnote 2, supra. 1 | P a g e 01435\040\8330619.v3

 
Co., Inc., a Delaware corporation (the “Company”), and the Recipient named on the Acceptance Page, with reference to the following facts: Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to such terms in the amended and restated Simpson Manufacturing Co., Inc. 2011 Incentive Plan effective on April 21, 2015 (as amended from time to time, the “Plan”). The Board has delegated to the Committee all authority to administer the Plan. The Committee has determined to grant to the Recipient, under the Plan, performance and time based Restricted Stock Units (the “PRSUs”) with respect to the PRSU Shares stated on the Acceptance Page. To evidence the PRSUs and to set forth the terms and conditions thereof, the Company and the Recipient agree as follows: 1. Confirmation of Grant. (a) The Company grants the PRSUs to the Recipient and the Recipient agrees to accept the PRSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the PRSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy. (b) The PRSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the PRSUs become vested pursuant to section 2 or are forfeited pursuant to section 3. The Recipient acknowledges and agrees that (i) the PRSU Shares merely represent the maximum number of shares of Common Stock that are granted under the PRSUs and are not necessarily the number of shares of Common Stock that will eventually vest in favor of the Recipient, and (ii) pursuant to section 2 and otherwise in accordance with this Agreement and the Plan, the number of shares of Common Stock, which will eventually vest in favor of the Recipient under the PRSUs (the “Vested Shares”), will be subject to the Specific Performance Goals and will be between 0% and 100% of the Target PRSU Shares. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the PRSUs shall be settled by the issuance and delivery of the Vested Shares, or as provided in this Section 1(d), by cash (as determined by the Committee in its sole discretion), within sixty days after the PRSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the PRSUs; provided, however, that to the extent the Committee determines that any of the PRSUs are subject to Code section 409A, to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such PRSUs shall be made until the earliest of the date (i) set for such PRSUs to vest according to the Vesting Schedule (a time or fixed schedule specified for the purpose of Code section 409A), (ii) of the Recipient’s “separation from service” (as defined in Code section 409A), (iii) of the Recipient’s death, or (iv) when the Recipient becomes “disabled” (as defined in Code section 409A); and further provided that, the number of the Vested Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the Vested Shares. Notwithstanding the foregoing, to the extent the Committee determines that any of the PRSUs are subject to Code section 409A and the Recipient is a Specified Employee3 on 3 The determination of whether the Recipient is a Specified Employee will be made annually by the Committee or its delegate pursuant to Code section 409A for the 12-month period ending every December 31st (the “Specified Employee Identification Date”). The Committee’s determination shall be final and binding on the Recipient. If the Recipient was determined by the Committee as a Specified Employee at any time during such 12-month period ending on the Specified Employee Identification 2 | P a g e 01435\040\8330619.v3

 
the date of his or her “separation from service” (as defined in Code section 409A), to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such PRSUs that is otherwise payable pursuant to this Section 1(d) upon a separation from service shall be made before the date that is six months after the date of the Recipient’s separation from service. In settling the PRSUs pursuant to the foregoing, the Company (or its acquirer or successor) shall have the option (as determined by the Committee in its sole discretion) to make or provide for a cash payment to the Recipient, in exchange for the cancellation of the vested PRSUs (or any portion thereof), in an amount equal to the product of (A) the number of the Vested Shares under the cancelled PRSUs and (B) the average closing price of a share of Common Stock of the period ending on the date the PRSUs (or the portion thereof) become vested and starting on 60 days prior to that date. Anything herein to the contrary notwithstanding, this Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any amendment hereto, make any arrangement, or take any other action, to comply with Code section 409A. The Recipient agrees and acknowledges that the Company makes no representations that this Agreement, including the grant, vesting and/or delivery of the PRSU Shares (and/or cash), does not violate Code section 409A, and the Company shall have no liability whatsoever to the Recipient if he or she is subject to any taxes or penalties under Code section 409A. 2. Vesting. (A) On the last day of the Measurement Period, the PRSU Shares stated on the Acceptance Page shall be adjusted pursuant to the Specific Performance Goals as set forth on Exhibit A attached hereto, and after the adjustment, become the total number of the Vested Shares that will be used to settle the PRSUs under section 1(d); provided, however, that (x) if the Recipient’s employment or engagement with the Company or any Subsidiary is terminated before the Vesting Start Date for any reason, (y) if the Recipient retires, dies or becomes Disabled before the last day of the Measurement Period, or (z) if a Sale Event4 takes place prior to the Vesting Start Date and the surviving or acquiring entity or the new entity resulting from the Sale Event refuses to assume or continue the PRSUs or to substitute a similar equity award, the PRSUs shall be forfeited in their entirety and no distribution or payment of any amount under such PRSUs shall ever be made to the Recipient. For clarity, any PRSUs, assumed, continued or substituted following the Sale Event (that takes place prior to the Vesting Start Date) will be subject to section 2(B) below. (B) Subject to the terms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3, following the Measurement Period, the PRSUs shall vest (that is, the Restricted Period with respect thereto shall terminate) pursuant to the Vesting Schedule; provided, however, that the Date, he or she shall be considered a Specified Employee for the 12-month period commencing on the February 1st immediately following the Specified Employee Identification Date (i.e., from February 1st to the following January 31st), even if he or she is no longer employed or engaged by the Company on or after the Specified Employee Identification Date. For the purposes of this section 1(d), a “Specified Employee” shall mean: • the Recipient owns 5% or more of all outstanding Common Stock; • the Recipient owns 1% or more of all outstanding Common Stock and has an annual compensation of more than $150,000; and/or • the Recipient is among the top 50 most highly-compensated officers of the Company and the Subsidiaries forming a controlled group of corporations within the meaning of Code section 1563(a) (based on total W-2 compensation plus elective 401(k) plan deferrals) and has an annual compensation exceeding the indexed dollar limit then in effect pursuant to Treas. Reg. § 1.409A-1(i) promulgated under Code (which is $180,000 for 2019). 4 A “Sale Event” shall mean (i) the sale or other disposition of all or substantially all of the assets of the Company or the Subsidiary that employs or engages the Recipient, including a majority or more of all outstanding stock of the Subsidiary, on a consolidated basis to one or more unrelated persons or entities, (ii) a Change in Control, or (iii) the sale or other transfer of outstanding Common Stock to one or more unrelated persons or entities (including by way of a merger, reorganization or consolidation in which the outstanding Common Stock are converted into or exchanged for securities of the successor entity) where the stockholders of the Company, immediately prior to such sale or other transfer, would not, immediately after such sale or transfer, beneficially own shares representing in the aggregate more than 50 percent of the voting shares of the acquirer or surviving entity (or its ultimate parent corporation, if any). For the purpose of sub-section (iii) of this definition, only voting shares of the acquirer or surviving entity (or its ultimate parent, if any) received by stockholders of the Company in exchange for Common Stock shall be counted, and any voting shares of the acquirer or surviving entity (or its ultimate parent, if any) already owned by stockholders of the Company prior to the transaction shall be disregarded. 3 | P a g e 01435\040\8330619.v3

 
unvested PRSUs shall vest in full (a) on the date immediately preceding the effective date of the Recipient’s Retirement following the last day of the Measurement Period, as determined by the Committee in relation to the PRSUs: either (A) after reaching age 70 or (B) after reaching age 55 and having been employed or engaged by the Company or any Subsidiary for 15 years (provided that, if the Recipient retires after reaching age 56, for each year after age 55, the Recipient may work one year less for the Company or any Subsidiary, as applicable, and still be qualified for Retirement under this sub-section (B)5); (b) on the date immediately preceding the Recipient’s death or immediately preceding the effective date of the Recipient’s Disability following the last day of the Measurement Period; and (c) on the date during the Vesting Period immediately preceding the effective date of the termination of the Recipient’s employment or engagement with the Company or any Subsidiary by the Company or Subsidiary (which, whenever used in this Agreement, includes any such entity’s successor) without Cause,6 or by the Recipient for a Good Reason,7 in either case only in connection with or within 24 months following a Sale Event. (C) The Recipient explicitly acknowledges and agrees that (i) the Committee has the absolute discretion to determine the number of the Vested Shares, (ii) the Committee may engage professional advisors and consultants and rely on their opinions and advice to make the determination, (iii) such determination shall be binding on the Recipient, and (iv) the granting or vesting of the PRSUs as well as the Recipient’s holding of the Vested Shares shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery, stock ownership, and hedging, pledging and trading policies. 3. Forfeiture. Anything herein to the contrary notwithstanding, (a) all PRSUs that are not vested in accordance with section 2 shall terminate immediately and be forfeited in their entirety if and at such time as (i) the Recipient ceases to be an Employee, Outside Director or Consultant, as the case may be, or (ii) 24 months have passed immediately following a Sale Event (provided that, in the event the surviving or acquiring entity or the new entity resulting from a Sale Event substitutes a similar equity award for the PRSUs, such award will continue in accordance with its own terms and conditions), and (b) all PRSUs, to the extent not theretofore settled in accordance 5 For example, if the Recipient retires at age 60 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 10 years to be qualified for Retirement and receive the Vested Shares; and for example, if the Recipient retires at age 65 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 5 years to be qualified for Retirement and receive the Vested Shares. 6 “Cause” means, in addition to any cause for termination as provided in any other applicable written agreement between the Company, the applicable Subsidiary, or the acquirer or successor of the Company or Subsidiary, and the Recipient, (i) conviction of any felony, (ii) any material breach or violation by the Recipient of any agreement to which the Recipient and the Company or the Subsidiary that employs or engages the Recipient are parties or of any published policy or guideline of the Company, (iii) any act (other than retirement or other termination of employment or engagement) or omission to act by the Recipient which may have a material and adverse effect on the business of the Company or Subsidiary or on the Recipient’s ability to perform services for the Company or Subsidiary, including habitual insobriety or substance abuse or the commission of any crime, gross negligence, fraud or dishonesty with regard to the Company or Subsidiary, or (iv) any material misconduct or neglect of duties and responsibilities by the Recipient in connection with the business or affairs of the Company or Subsidiary; provided, however, that the Recipient first shall have received written notice, which shall specifically identify what the Company or Subsidiary believes constitutes Cause, and if the breach, act, omission, misconduct or neglect is capable of being cured, the Recipient shall have failed to cure after 15 days following such notice. 7 A “Good Reason” means the occurrence of any of the following events: (i) a material adverse change in the functions, duties or responsibilities of the Recipient’s position (other than a termination by the Company or Subsidiary) which would meaningfully reduce the level, importance or scope of such position (provided that, a change in the person, position and/or department to whom the Recipient is required to report shall not by itself constitute a material adverse change in the Recipient’s position), (ii) the relocation of the Company or Subsidiary office at which the Recipient is principally located immediately prior to a Sale Event (the “Original Office”) to a new location outside of the metropolitan area of the Original Office or the failure to place the Recipient’s own office in the Original Office (or at the office to which such office is relocated which is within the metropolitan area of the Original Office), or (iii) a material reduction in the Recipient’s base salary and incentive compensation opportunity as in effect immediately prior to a Sale Event; provided, however, that, within 90 days of the incident that provides the basis for a Good Reason termination, the Recipient shall have provided the Company or Subsidiary a written notice specifically identifying what the Recipient believes constitutes a Good Reason, and the Company or Subsidiary shall have failed to cure the adverse change, relocation or compensation reduction after 30 days following such notice. 4 | P a g e 01435\040\8330619.v3

 
with section 1(d), shall terminate immediately and be forfeited in their entirety when and as provided in section 13(I) of the Plan. 4. Tax Withholding. Pursuant to section 10 of the Plan, the Company may require the Recipient to enter into an arrangement providing for the payment in cash, Common Stock or otherwise by the Recipient to the Company of any tax withholding obligation of the Company arising by reason of (a) the granting or vesting of the PRSUs, (b) the lapse of any substantial risk of forfeiture to which the PRSUs or the Vested Shares are subject, or (c) the disposition of the PRSUs or the Vested Shares, to the extent such arrangement does not cause a loss of the Section 16(b) exemption pursuant to Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended. 5. Representations and Warranties of the Company. The Company represents and warrants to the Recipient that the Vested Shares, when issued and delivered on the vesting of the PRSUs in accordance with this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. 6. Recipient Representations. The Recipient represents and warrants to the Company that the Recipient has received and read this Agreement and the Plan, that the Recipient has consulted with the Recipient’s own legal, financial and other advisers regarding this Agreement and the Plan to the extent that the Recipient considered necessary or appropriate, that the Recipient fully understands and accepts all of the terms and conditions of this Agreement and the Plan, and that the Recipient is relying solely on the Recipient’s own advisers with respect to the tax consequences of this Agreement and the PRSUs. 7. Change in Control. Notwithstanding section 9 of the Plan, a Change in Control shall be treated as a Sale Event with respect to the PRSUs granted hereunder. 8. Adjustments to Reflect Capital Changes. Subject to and except as otherwise provided in section 9 of the Plan, the number and kind of shares subject to the PRSUs shall be appropriately adjusted, as the Committee may determine pursuant to section 11 of the Plan, to reflect any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination, exchange of shares, split-up, split-off, spin-off, liquidation or other similar change in capitalization, or any distribution to common stockholders other than normal cash dividends. 9. No Rights as Stockholder. Neither the granting or vesting of the PRSUs nor the issuance or delivery of the Vested Shares shall entitle the Recipient, as such, or any of the Recipient’s Beneficiaries or Personal Representative, to any rights of a stockholder of the Company, unless and until the Vested Shares are registered on the Company’s records in the name or names of the Recipient or the Recipient’s Beneficiaries or Personal Representative, as the case may be, and then only with respect to such Vested Shares so registered. 10. No Right to Continued Employment. Nothing in this Agreement shall confer on the Recipient any right to continue in the employment of, or service to, the Company or any Subsidiary or limit, interfere with or otherwise affect in any way the right of the Company or any Subsidiary to terminate the Recipient’s employment or service at any time. If the Award of the PRSUs is in connection with the Recipient’s performance of services as a Consultant or Outside Director, references to employment, employee and similar terms shall be deemed to include the performance of services as a Consultant or an Outside Director, as the case may be; provided that no rights as an Employee shall arise by reason of the use of such terms. 11. Regulatory Compliance. Notwithstanding anything herein to the contrary, the issuance and delivery of the Vested Shares shall in all events be subject to and governed by section 13(C) of the Plan. 12. Notices. Any notice, consent, demand or other communication to be given under or in connection with this Agreement shall be in writing and shall be deemed duly given and received when delivered personally, when transmitted by facsimile, one business day after being deposited for next-day delivery with a nationally recognized overnight delivery service, or three days after being mailed by first class mail, charges or postage prepaid, properly addressed, if to the Company, at its principal office in California, and, if to the Recipient, at the Recipient’s address on the Company’s records. Either party may change such party’s address or facsimile number from time to time by notice hereunder to the other. 5 | P a g e 01435\040\8330619.v3

 
13. Entire Agreement. This Agreement and the Plan together contain the entire agreement of the parties and supersede all prior or contemporaneous negotiations, correspondence, understandings and agreements, whether written or oral, between the parties, regarding the PRSUs. The Recipient specifically acknowledges and agrees that all descriptions of the PRSUs in any prior letters, memoranda or other documents provided to him or her by the Company or any Subsidiary are hereby replaced and superseded in their entirety by this Agreement and shall be of no further force or effect. To the extent there is any inconsistency between the descriptions of any such documents and the terms of this Agreement, the terms of this Agreement shall prevail. 14. Amendment. This Agreement may be amended, modified or supplemented only by a written instrument signed by the Recipient and the Company. 15. Assignment. The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of this Agreement, any of the PRSUs or any other rights hereunder, and shall not delegate any duties hereunder, except only as may be permitted pursuant to section 13(B) of the Plan, and any such action or transaction that may otherwise be attempted or purported by the Recipient shall be void and of no effect; provided, however, that this section 15 does not restrict the sale, assignment, transfer, pledging, hypothecation or other encumbrance or disposal of Vested Shares. 16. Successors. Subject to section 15, this Agreement shall bind and inure to the benefit of the Company and the Recipient and their respective successors, assigns, heirs, legatees, devisees, executors, administrators and legal representatives. Nothing in this Agreement, express or implied, is intended to confer on any other Person any right or benefit in or under this Agreement or the Plan. 17. Separate Payments. All amounts payable in connection with the PRSUs hereunder or any other Awards granted under the Plan shall be treated as separate payments for the purposes of Code section 409A. 18. Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Delaware. 19. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 20. Order of Precedence and Construction. This Agreement and the PRSUs are subject to all provisions of the Plan (a copy of which is attached hereto as Exhibit B), including the Restricted Stock Unit provisions of section 6 thereof, and are further subject to all interpretations and amendments thereto that may from time to time be adopted pursuant to the Plan. In the event of any inconsistency between any provision of this Agreement and any provision of the Plan, the provision of the Plan shall govern. The headings of sections herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction or interpretation of any provision hereof. Whenever the context requires, the use in this Agreement of the singular number shall be deemed to include the plural and vice versa, and each gender shall be deemed to include each other gender. References herein to sections refer to sections of this Agreement, except as otherwise stated. The meaning of general words is not limited by specific examples introduced by “includes”, “including”, “for example”, “such as” or similar expressions, which shall be deemed to be followed by the phrase “without limitation”. 21. Further Assurances. The Recipient agrees to do and perform all acts and execute and deliver all additional documents, instruments and agreements as the Company or the Committee may reasonably request in connection with this Agreement. 22. Data Privacy. Recipient hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Recipient’s personal data as described in this Agreement by and among, as applicable, Recipient’s employer, the Company, and any Subsidiary for the exclusive purposes of implementing, administering, and managing Recipient’s participation in the Plan. Recipient understands that the Company and the employing Subsidiary may hold certain personal information about Recipient, including, but not limited to, Recipient’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, and any shares of stock or directorships held in the Company or any Subsidiary, 6 | P a g e 01435\040\8330619.v3

 
details of all PRSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Recipient’s favor (“Personal Data”). Recipient understands that Personal Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these entities may be located in Recipient’s country, or elsewhere, and that the third parties’ country may have different data privacy laws and protections than Recipient’s country. Recipient understands that he or she may request a list with the names and addresses of any potential third parties in receipt of the Personal Data by contacting the Company’s Equity Plans Administrator. Recipient authorizes the third parties to receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for the purposes of implementing, administering and managing Recipient’s participation in the Plan, including any requisite transfer of such Personal Data as may be required to a broker or other third party with whom Recipient may elect to deposit any Vested Shares received upon vest of the PRSUs. Recipient understands that Personal Data will be held as long as is necessary to administer and manage Recipient’s participation in the Plan. Recipient understands that he or she may, at any time, view Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data or refuse or withdraw the consents herein, without cost, by contacting in writing the Company’s Equity Plans Administrator. Recipient understands that refusal or withdrawal of consent may affect Recipient’s ability to realize benefits from the PRSUs. For more information on the consequences of Recipient’s refusal to consent or withdrawal of consent, Recipient understands that he or she may contact the Company’s Equity Plans Administrator. 23. Electronic Delivery. The Company may, in its sole discretion, decide (a) to deliver or effect by electronic means any documents or communications related to the PRSUs granted under the Plan, Recipient’s participation in the Plan, or future Awards that may be granted under the Plan or (b) to request by electronic means Recipient’s consent to participate in the Plan and other communications related to the PRSUs or the Plan. Recipient hereby consents to receive such documents and communications by electronic delivery and, if requested, to agree to participate in the Plan and deliver or effect such other communications through an on-line or electronic system established and maintained by the Company or any third party designated by the Company. [Signature Page Follows] 7 | P a g e 01435\040\8330619.v3

 
IN WITNESS WHEREOF, this Restricted Stock Unit Agreement has been duly executed by or on behalf of the Company and the Recipient as of the Award Date. COMPANY: SIMPSON MANUFACTURING CO., INC. By Brian Magstadt (Feb 8, 2019) Authorized Signatory for the Compensation and Leadership Development Committee of the Board of Directors ACCEPTANCE OF AGREEMENT: Through the electronic submission of his or her consent to this Restricted Stock Unit Agreement in accordance with the instructions on Morgan Stanley Smith Barney’s StockPlan Connect website, the Recipient hereby confirms, ratifies, approves and accepts all of the terms and conditions of this Restricted Stock Unit Agreement. 8 | P a g e 01435\040\8330619.v3

 
Exhibit A Specific Performance Goals (A). Basic Terms for the Specific Performance Goals. The parties agree on the following terms for the Specific Performance Goals: • “Specific Performance Goals” means the number of the Vested Shares shall be equal to the number of the Adjusted Shares. (B). How to Determine the Specific Performance Goals. The Committee has the absolute discretion to determine, and its determination shall be binding on the 8 Recipient with respect to, any of the following: • “Adjusted Shares” means (A) the number of the PRSU Shares that is equal to 100% of the number of the Target PRSU Shares, if the Company achieves its company-wide operating profit goal for the Measurement Period as decided by the Committee; or (B) 0, if the Company does not achieve its company-wide 2019 operating profit goal as decided by the Committee. (C). Representative Example. Without prejudicing any of the foregoing, including the Committee’s absolute discretion under Section (B) above, the parties agree on the following representative (and non-exhaustive) example for the Specific Performance 9 Goals: If the number of the Target PRSU Shares is 100 shares, then the number of the PRSU Shares is 100 shares. Under this example, if the Company achieves its company-wide operating profit goal for the Measurement Period as decided by the Committee, then the number of the Adjusted Shares is 100 shares. As a result, the number of the Vested Shares is 100 shares, and 25 shares will vest on each of the Vesting Start Date and the first, second and third anniversaries of the Vesting Start Date. 8 Subject to Section 2(A)(z) of this Agreement, in case of a Sale Event during the Measurement Period, the Specific Performance Goals hereunder shall continue to apply to the PRSUs assumed, continued or substituted upon the Sale Event. 9 No fractional shares will be issued or delivered pursuant to any Award, and therefore, any fractional shares may be forfeited or otherwise eliminated as determined by the Committee. As a result, the decimal fractions of the number of the Vested Shares presented in the examples below are rounded down to the nearest whole number. Exhibit A - 1 01435\040\8330619.v3

 
Exhibit B SIMPSON MANUFACTURING CO. INC. 2011 INCENTIVE PLAN Adopted April 26, 2011, and Amended and Restated April 21, 2015 SECTION 1. PURPOSE The purpose of the Simpson Manufacturing Co., Inc. 2011 Incentive Plan is to promote the interests of the Company and its stockholders by providing incentives to directors, officers and employees of, and consultants to, the Company and the Subsidiaries. Accordingly, the Company may grant to selected officers, Employees, Consultants and Outside Directors Option Awards, Restricted Stock Awards and RSU Awards in an effort to attract and retain qualified individuals as employees, directors and consultants and to provide such individuals with incentives to continue service with the Company, devote their best efforts to the Company and improve the Company’s economic performance, thus enhancing the value of the Company for the benefit of stockholders. This Plan amends and restates in their entirety, and incorporates and supersedes, both the Simpson Manufacturing Co., Inc. 1994 Stock Option Plan, as amended (the “1994 Plan”), and the Simpson Manufacturing Co., Inc. 1995 Independent Director Stock Option Plan, as amended (the “1995 Plan” and, together with the 1994 Plan, the “Prior Plans”); provided that any stock option granted under the 1994 Plan or the 1995 Plan that has not been exercised in full and that has not expired or terminated shall continue in effect in accordance with its terms and conditions and shall continue to be subject to and governed by the 1994 Plan or the 1995 Plan, respectively, as in effect immediately before the adoption of this Plan. SECTION 2. DEFINITIONS As used in this Plan, the following terms have the meanings indicated: “Agreement” means an agreement, in written or electronic form, entered into by the Company and a Recipient setting forth the terms and conditions applicable to an Award granted under this Plan. “Award” means an Option Award, a Restricted Stock Award or an RSU Award, in each case granted under this Plan. “Beneficial Ownership” and “Beneficially Own” have the meanings set forth in Rule 13d-3 under the Exchange Act. “Beneficiary” means each Person designated as such by a Recipient or, if no designation has been made, each Person entitled by will or the laws of descent and distribution to receive the benefits specified under this Plan in the event of a Recipient’s death. “Board” means the Board of Directors of the Company. Exhibit B - 1 01435\040\8330619.v3

 
“Change in Control” means the occurrence of any one (or more) of the following events: (i) the consummation of a consolidation or merger of the Company in which the Company is not the surviving corporation; (ii) the consummation of a reverse merger in which the Company is the surviving corporation but the shares of the Common Stock outstanding immediately preceding such reverse merger are converted by virtue of such reverse merger into other property, whether securities, cash or otherwise; or (iii) the approval by the stockholders of the Company of a plan or proposal for the dissolution and liquidation of the Company; provided that a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of related transactions immediately following which the record holders of the Common Stock immediately before such transaction or transactions continue to have substantially the same proportionate ownership in an entity that owns all or substantially all of the assets of the Company immediately thereafter. “Code” means the Internal Revenue Code of 1986, as amended from time to time. “Committee” means the Compensation and Leadership Development Committee of the Board, as from time to time constituted, or any successor committee of the Board with similar functions, which shall consist of three or more members, each of whom shall be an outside director as defined in the regulations issued under Code section 162(m) and a non-employee director within the meaning of applicable regulatory requirements, including those promulgated under Exchange Act section 16. “Common Stock” means the Common Stock, par value $0.01 per share, of the Company, subject to adjustment pursuant to section 11 hereof. “Company” means Simpson Manufacturing Co., Inc., a Delaware corporation, or any successor thereto. “Consultant” means a Person that (i) renders services to the Company as an independent contractor (and not as an Employee or Outside Director) pursuant to a contract between such Person and the Company and (ii) is selected by the Committee to receive an Award under this Plan. “Disability” means (i) in the case of a Participant, determination by the Committee that he or she has become unable to perform the functions required by his or her regular job due to physical or mental illness or incapacity and, in connection with the grant of an ISO, he or she is within the meaning of that term as provided in Code section 22(e)(3), and (ii) in the case of an Outside Director, determination by the Committee that he or she is unable to attend to his or her duties and responsibilities as a member of the Board due to physical or mental illness or incapacity. “Employee” means a regular, full-time or part-time employee of the Company or any Subsidiary; provided that, for purposes of determining whether any Person may be a Participant for purposes of any grant of ISOs, the term “Employee” shall have the meaning ascribed to such term in Code section 3401(c). “Exercise Price” means, with respect to each share of Common Stock subject to an Option, the price fixed by the Committee at which such share may be purchased from the Company on the exercise of such Option. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “Fair Market Value” means (i) as of any date, the closing sale price per share of Common Stock as reported on the Composite Tape of the New York Stock Exchange, or if there are no sales on such day, on the next prior trading day during which a sale occurred; and (ii) in the absence of such market for the shares of Common Stock, Exhibit B - 2 01435\040\8330619.v3

 
the fair market value per share of Common Stock determined by the Committee in good faith (which determination shall, to the extent applicable, be made in a manner that complies with Code sections 422(b) and 409A). “Incentive Stock Option” or “ISO” means an Option that is intended by the Committee to meet the requirements of Code section 422 or any successor provision. “ISO Award” means an Award of an Incentive Stock Option pursuant to section 9 hereof. “NQSO” means an Option granted pursuant to this Plan that does not qualify as an Incentive Stock Option. “NQSO Award” means an Award of an NQSO pursuant to section 7 hereof. “Option” means the right to purchase Common Stock at an Exercise Price to be specified and on terms to be designated by the Committee or otherwise determined pursuant to this Plan. The Committee shall designate each Option as either an NQSO or an Incentive Stock Option. “Option Award” means an Award of an Option pursuant to section 7 hereof. “Outside Director” means a director of the Company, who is not also an Employee and who is selected by the Committee to receive an Award under this Plan. “Participant” means an Employee who is selected by the Committee to receive an Award under this Plan. “Performance Goals” means performance goals established by the Committee from time to time. Such goals may be absolute in their terms or measured against or in relation to other companies comparably or otherwise situated. Such performance goals may be particular to a Participant or the Subsidiary, division or other unit in which the Participant works or may be based on the performance of the Company as a whole. The Performance Goals applicable to any Award that is intended to qualify for the performance-based exception from the tax deductibility limitations of Code section 162(m) shall be based on one or more of (i) earnings, (ii) unit sales, sales volume or revenue, (iii) sales growth, (iv) stock price (including comparison with various stock market indices), (v) return on equity, (vi) return on investment, (vii) total return to stockholders, (viii) economic profit, (ix) debt rating, (x) operating income, (xi) cash flows, (xii) cost targets, (xiii) return on assets or margins or (xiv) implementation, completion or attainment of measurable objectives with respect to (1) software development, (2) new distribution channels, (3) customer growth targets, (4) acquisition identification and integration, (5) manufacturing, production or inventory targets, (6) new product introductions, (7) product quality control, (8) accounting and reporting, (9) recruiting and maintaining personnel, or (10) compliance or regulatory program targets. Any criteria used may be measured, as applicable, (a) in absolute terms, (b) in relative terms (including but not limited to, the passage of time or against other companies or financial metrics), (c) on a per share basis, (d) against the performance of the Company as a whole or against particular entities, segments, operating units or products of the Company or (e) on a pre-tax or after tax basis. “Person” has the meaning ascribed to that term in Exchange Act section 3(a)(9), as modified and used in Exchange Act sections 13(d) and 14(d), except that such term shall not include (a) the Company, (b) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (c) an underwriter temporarily holding securities pursuant to an offering on behalf of the Company. Exhibit B - 3 01435\040\8330619.v3

 
“Personal Representative” means the Person or Persons who, on the Disability or incompetence of a Recipient, shall have acquired on behalf of the Recipient by legal proceeding or otherwise the right to receive benefits pursuant to this Plan. “Plan” means this Simpson Manufacturing Co., Inc. 2011 Incentive Plan. “Recipient” means a Participant, an Outside Director or a Consultant, as appropriate. “Restricted Period” means the period during which Restricted Stock or Restricted Stock Units are subject to a substantial risk of forfeiture (based on the passage of time, the achievement of Performance Goals or the occurrence of other events, as determined by the Committee). “Restricted Stock” means those shares of Common Stock issued pursuant to a Restricted Stock Award, which are subject to the restrictions, terms, and conditions set forth in the related Agreement or designated by the Committee in accordance with this Plan. “Restricted Stock Award” means an Award of Restricted Stock pursuant to section 6 hereof. “Restricted Stock Units” or “RSUs” means units issued pursuant to an RSU Award, which are valued in terms of shares of Common Stock equivalents and are subject to the restrictions, terms and conditions set forth in the related Agreement or designated by the Committee in accordance with this Plan. “Retirement” means (i) in the case of a Participant, retirement from employment with the Company or any Subsidiary at any time as described in the Simpson Manufacturing Co., Inc. Profit Sharing Plan for Salaried Employees or in any successor plan, as from time to time in effect, or as otherwise determined by the Committee, (ii) in the case of an Outside Director, retirement from the Board after the date, if any, established by the Committee as the date for mandatory retirement, as from time to time in effect, or as otherwise determined by the Committee, and (iii) in the case of a Consultant, such date as is determined by the Committee. “RSU Award” means an Award of Restricted Stock Units pursuant to section 6 hereof. “Subsidiary” means a corporation, limited liability company, partnership or other entity (i) more than fifty percent of the outstanding voting equity securities (representing the right to vote for the election of directors or other managing authority) are now or hereafter owned or controlled, directly or indirectly, by the Company, or (ii) which does not have outstanding voting equity securities (as may be the case in a partnership, limited liability company, joint venture or unincorporated association), but more than fifty percent of the ownership interests of which, representing the right generally to make decisions for such entity, is now or hereafter owned or controlled, directly or indirectly, by the Company; provided that, for purposes of determining whether any Person may be a Participant for purposes of any grant of Incentive Stock Options, the term “Subsidiary” shall have the meaning ascribed to such term in Code section 424(f), as interpreted by the regulations thereunder and applicable law. “Tax Date” means the date the withholding tax obligation arises with respect to an Award. SECTION 3. STOCK SUBJECT TO PLAN (A) Subject to section 3(B) hereof and to adjustment pursuant to section 11 hereof, 16,320,000 shares of Common Stock are reserved for issuance under this Plan, any or all of which may be delivered with respect to Exhibit B - 4 01435\040\8330619.v3

 
Option Awards, Restricted Stock Awards and RSU Awards and any or all of which may be authorized and unissued shares or treasury shares; provided that such 16,320,000 shares include all shares heretofore reserved for issuance pursuant to the Prior Plans. Subject to section 3(B) hereof and to adjustment pursuant to section 11 hereof, the following limits shall apply with respect to Awards that are intended to qualify for the performance-based exception from the tax deductibility limitations of Code section 162(m): (i) the maximum aggregate number of shares of Common Stock that may be subject to Options granted in any calendar year to any one Participant shall be 150,000 shares; and (ii) the maximum aggregate number of Restricted Stock Awards and shares of Common Stock issuable or deliverable under RSU Awards granted in any calendar year to any one Participant shall be 100,000 shares. (B) Shares of Common Stock subject to Awards under this Plan or stock options granted under the Prior Plans that are forfeited, terminated, canceled or settled without the delivery of Common Stock under this Plan or the Prior Plans, respectively, will again be available for Awards under this Plan as if such Awards or grants had not been made; provided that, notwithstanding any other provision herein to the contrary, the aggregate number of shares of Common Stock that may be issued under this Plan shall not be increased by (i) shares of Common Stock tendered in full or partial payment of the Exercise Price of any Option or any stock option granted under either of the Prior Plans, (ii) shares of Common Stock withheld by the Company or any Subsidiary to satisfy any tax withholding obligation, or (iii) shares of Common Stock that are repurchased by the Company. (C) Notwithstanding anything in this section 3 to the contrary and solely for purposes of determining whether shares are available for the grant of ISOs, the maximum aggregate number of shares that may be granted under this Plan shall be determined without regard to any shares restored pursuant to this section 3 that, if taken into account, would cause this Plan to fail the requirement under Code section 422 that this Plan designate a maximum aggregate number of shares that may be issued. SECTION 4. ADMINISTRATION The Committee shall have exclusive authority to administer this Plan. In addition to any implied powers and duties that may be needed to carry out the provisions hereof, the Committee shall have all the powers vested in it by the terms hereof, including exclusive authority to select the Recipients, to determine the type, size and terms of any and all Awards to be made to each Recipient, to determine the time when Awards will be granted, and to prescribe the form, terms and conditions of any Agreement relating to any Award under this Plan. The Committee is authorized to interpret this Plan and the Awards granted under this Plan, to establish, amend and rescind any rules and regulations relating to this Plan, to make any other determinations that the Committee believes necessary or advisable for the administration hereof, and to correct any defect or supply any omission or reconcile any inconsistency in this Plan or in any Award in the manner and to the extent that the Committee deems desirable and consistent with the intent of this Plan. The Committee may exercise any and all of the Committee’s rights, powers, authority and discretion under this Plan in the Committee’s absolute and exclusive discretion, and the Committee is authorized and empowered to grant or give any consent, approval or authorization, make any determination or do or perform any other act or thing conditionally or unconditionally, arbitrarily, or inconsistently in varying or similar circumstances, without any accountability to any Recipient, except only as otherwise expressly provided by this Plan or any Agreement with such Recipient. Any decision, determination, direction or other action of the Committee in the administration of this Plan shall be final, binding and conclusive for all purposes, subject only to the further exercise of authority of the Committee hereunder. SECTION 5. ELIGIBILITY Exhibit B - 5 01435\040\8330619.v3

 
Awards may be granted only to Recipients; provided that no Outside Director or Consultant may be granted an ISO Award. SECTION 6. RESTRICTED STOCK AND RESTRICTED STOCK UNIT (RSU) AWARDS (A) Grant. Any Recipient may receive one or more Restricted Stock Awards or RSU Awards. (B) Restricted Periods. The Restricted Period for each Restricted Stock Award or RSU Award shall be set forth in the applicable Agreement. Except as otherwise provided in the applicable Agreement on a termination of employment or engagement, or pursuant to section 9 hereof in the event of a Change in Control, each Restricted Stock Award or RSU Award shall have such Restricted Period and be subject to such Performance Goals as the Committee may determine. Except as otherwise provided in the applicable Agreement or as determined by the Committee, if a Restricted Stock Award or RSU Award is made to a Recipient whose employment or service as a director or Consultant subsequently terminates for any reason before the lapse of all restrictions thereon, such Restricted Stock or RSU with respect to which such restrictions shall not have lapsed shall be forfeited to that extent by such Recipient. (C) Certain Restricted Stock Award Provisions. (1) Stockholder Rights. On the granting of a Restricted Stock Award, a Recipient shall be entitled to all rights incident to ownership of Common Stock of the Company with respect to his or her Restricted Stock, including the right to vote such shares of Restricted Stock and to receive dividends thereon when, as and if paid in cash or shares of Restricted Stock, as set forth in the applicable Agreement or as determined by the Committee. Each grant of Restricted Stock may be made without additional consideration or in consideration of a payment by such Recipient that is less than the Fair Market Value at the date of grant. (2) Certificates; Dividends on Restricted Stock; Restrictions on Transferability. During the Restricted Period, each certificate representing Restricted Stock shall be registered in the respective Recipient’s name and bear a restrictive legend to the effect that ownership of such Restricted Stock and the enjoyment of all rights appurtenant thereto are subject to the restrictions, terms and conditions provided in this Plan and the applicable Agreement. Each such certificate shall be deposited by the Recipient with the Company, together with stock powers or other instruments of assignment, each endorsed in blank, that will permit transfer to the Company of all or any portion of the Restricted Stock that may be forfeited in accordance with this Plan and the applicable Agreement. Restricted Stock shall constitute issued and outstanding shares of Common Stock for all corporate purposes, except that: (i) no Recipient will be entitled to delivery of a certificate representing Restricted Stock until expiration of the restrictions applicable thereto; (ii) the Company will retain custody of all Restricted Stock issued as a dividend or otherwise with respect to an Award of Restricted Stock, which shall be subject to the same restrictions, terms and conditions as are applicable to the awarded Restricted Stock, until such time, if ever, as such Restricted Stock becomes vested, and no Restricted Stock shall bear interest or be segregated in separate accounts; (iii) subject to section 13(B) hereof, no Recipient shall have any right or power to sell, assign, transfer, pledge, hypothecate, exchange, encumber or otherwise dispose of any Restricted Stock during the applicable Restricted Period; and (iv) unless otherwise determined and directed by the Committee, a breach of any restriction, term or condition in this Plan or the applicable Agreement or established by the Committee with respect to any Restricted Stock will cause a forfeiture of such Restricted Stock, including any Restricted Stock issued as a dividend or otherwise with respect thereto. (D) Certain Restricted Stock Unit (RSU) Award Provisions. Exhibit B - 6 01435\040\8330619.v3

 
(1) General. Each grant of Restricted Stock Units shall constitute an agreement by the Company to issue or deliver shares of Common Stock or cash to the Recipient thereof following the end of the applicable Restricted Period in consideration of the performance of services. Each such grant of Restricted Stock Units may be made without additional consideration or in consideration of a payment by such Recipient that is less than the Fair Market Value at the date of grant. (2) No Stockholder Rights. A Recipient who receives an RSU Award shall not have any rights as a stockholder with respect to the shares of Common Stock subject to such RSUs until such time, if any, as shares of Common Stock are delivered to such Recipient pursuant to the applicable Agreement. (3) Payment. Unless otherwise determined by the Committee, each Agreement relating to an RSU Award shall set forth the payment date for such RSU Award, which date shall not be earlier than the end of the applicable Restricted Period. Payment of earned Restricted Stock Units may be made in one or more installments and may be made wholly in cash, wholly in shares of Common Stock or a combination thereof, as determined by the Committee. SECTION 7. OPTION AWARDS (A) Grant. Any Recipient may receive one or more Option Awards. (B) Designation and Price. (1) Any Option granted under this Plan may be granted as an ISO or as an NQSO as shall be determined by the Committee at the time of the grant of such Option. Only Participants may be granted ISOs. Each Option shall, as directed by the Committee, be evidenced by an Agreement, which shall specify whether the Option is an ISO or an NQSO and shall contain such terms and conditions as the Committee may determine in accordance with this Plan. (2) Every ISO or NQSO shall provide for a fixed expiration date of not later than ten years from the date that such ISO or NQSO is granted. (3) The Exercise Price pursuant to each Option shall be fixed by the Committee at the time of the granting of the Option, but shall not in any event be less than the Fair Market Value on the date that such Option is granted, subject to adjustment as provided in section 11 hereof. (C) Exercise. The Committee may provide for Options granted under this Plan to be exercisable as a whole at any time or in part from time to time. Shares of Common Stock to be issued on any exercise of an Option will be issued after the Company receives (i) notice (in such form as the Committee may require) from the holder thereof of the exercise of such Option, and (ii) payment as provided in section 7(D) hereof of the aggregate Exercise Price for all shares with respect to which such Option is exercised. Each such notice and payment shall be delivered at such place and in such manner as the Committee may specify from time to time. (D) Payment. The Exercise Price for the shares of Common Stock issuable on the exercise of an Option shall be paid in full at the time of such exercise either in cash or by such other means as the Committee may approve, which may include tendering unencumbered shares of Common Stock then owned by the Recipient Exhibit B - 7 01435\040\8330619.v3

 
exercising such Option having an aggregate Fair Market Value at the time of such exercise equal to the aggregate Exercise Price of the shares being purchased on such exercise or cashless exercise through a securities broker. (E) Expiration or Termination of Awards. (1) Participants. (a) Except as otherwise provided in the applicable Agreement or as determined by the Committee, if a Participant who holds an outstanding Option dies while employed, during the period when such Participant, if Disabled, would be entitled to exercise such Option, or after such Participant’s Retirement, then such Option shall be exercisable, at any time or from time to time, before the fixed termination date set forth in such Option, by the Beneficiaries of the decedent for the number of shares that such Participant could have acquired on exercise of such Option immediately before such Participant’s death. (b) Except as otherwise provided in the applicable Agreement or as determined by the Committee, if the employment of a Participant who holds an outstanding Option ceases by reason of Disability at any time during the term of the Option, such Option shall be exercisable, at any time or from time to time, before the fixed termination date set forth in such Option, by such Participant or his or her Personal Representative for the number of shares that such Participant could have acquired on exercise of such Option immediately before such Participant’s Disability. (c) Except as otherwise provided in the applicable Agreement or as determined by the Committee, if the employment of any Participant who holds an outstanding Option ceases by reason of Retirement, such Option shall be exercisable, at any time or from time to time, before the fixed termination date set forth in such Option, for the number of shares that such Participant could have acquired on exercise of such Option immediately before such Participant’s Retirement. (d) Notwithstanding any provision of this Plan to the contrary, any Option may, in the discretion of the Committee or as provided in the applicable Agreement, become exercisable, at any time or from time to time, before the fixed termination date set forth in the Agreement relating to such Option, for the full number of shares subject to such Option or any thereof, less such number as shall theretofore have been acquired on exercise of such Option, from and after the time the Participant ceases to be an Employee as a result of the sale or other disposition by the Company or any Subsidiary of assets or property (including shares of any Subsidiary) in respect of which such Participant shall theretofore have been employed or as a result of which such Participant’s continued employment is no longer required. (e) Except as otherwise provided in subsections (a), (b), (c) and (d) of this section 7(E)(1) and sections 9(D) and 13(I) hereof, if the employment of any Participant who holds an outstanding Option ceases, such Option shall be exercisable, at any time or from time to time, before the earlier of the fixed termination date set forth in the Agreement relating to such Option and the ninetieth day after the cessation of such Participant’s employment, for the number of shares that such Participant could have acquired on exercise of such Option immediately before the cessation of such Participant’s employment; provided that such Option shall terminate on and as of such earlier date. (2) Outside Directors and Consultants. Exhibit B - 8 01435\040\8330619.v3

 
(a) Except as otherwise provided in the applicable Agreement or as determined by the Committee, if the service of any Outside Director or Consultant who holds an outstanding Option ceases by reason of Retirement, death or Disability, such Option shall be exercisable, at any time or from time to time, before the fixed termination date set forth in the Agreement relating to such Option, by such Outside Director or Consultant, his or her Personal Representative or his or her Beneficiaries for the number of shares that such Outside Director or Consultant could have acquired on exercise of such Option immediately before such Outside Director’s or Consultant’s Retirement, death or Disability. (b) Except as otherwise provided in subsection (a) of this section 7(E)(2) and sections 9(D) and 13(I) hereof, if the service of any Outside Director or Consultant who holds an outstanding Option ceases, such Option shall be exercisable, at any time or from time to time, before the earlier of the fixed termination date set forth in the Agreement relating to such Option and the ninetieth day after the cessation of such Outside Director’s or Consultant’s service, for the number of shares that such Outside Director or Consultant could have acquired on exercise of such Option immediately before the cessation of such Outside Director’s or Consultant’s service; provided that such Option shall terminate on and as of such earlier date. SECTION 8. CONTINUED EMPLOYMENT Nothing in this Plan, or in any Award granted pursuant to this Plan, shall confer on any Person any right to continue in the employment of, or service to, the Company or any Subsidiary or limit, interfere with or otherwise affect in any way the right of the Company or any Subsidiary to terminate any Recipient’s employment or service at any time. SECTION 9. CHANGE IN CONTROL (A) Restricted Stock and RSU Awards. On a Change in Control, except as otherwise provided in the applicable Agreement and subject to compliance with Code section 409A, either: (i) the surviving or resulting corporation or the successor to the business of the Company shall substitute similar benefits for the Restricted Stock Awards and RSU Awards outstanding under this Plan; or (ii) such Restricted Stock Awards or RSU Awards shall continue in full force and effect; provided that, if such surviving or resulting corporation or such successor refuses to substitute similar benefits for such Restricted Stock Awards and RSU Awards and refuses to continue such Restricted Stock Awards and RSU Awards in full force and effect, and if the nature and terms of employment or engagement, including compensation and benefits, of the respective Recipients will change significantly as a result of the Change in Control, then the Restricted Period relating to each such Restricted Stock Award or RSU Award shall terminate, and from and after such Change in Control, each such Restricted Stock Award or RSU Award shall be free of all other restrictions for all shares of Restricted Stock or RSUs that shall not theretofore have been acquired under the applicable Agreement. (B) Option Awards. On a Change in Control, except as otherwise provided in the applicable Agreements, either: (i) the surviving or resulting corporation or the successor to the business of the Company shall assume all Options outstanding under this Plan or shall substitute similar options for those outstanding under this Plan, or (ii) such Options shall continue in full force and effect; provided that, if such surviving or resulting corporation or such successor refuses to assume or continue such Options or to substitute similar options for those outstanding under this Plan, and if the nature and terms of employment or engagement, including compensation and benefits, of the Exhibit B - 9 01435\040\8330619.v3

 
respective Recipients will change significantly as a result of the Change in Control, then each such Option shall become immediately exercisable for the full number of shares subject to such Option or any thereof, less such number as shall theretofore have been acquired on exercise of such Option, and shall be terminated if not exercised before or at the time of such Change of Control. (C) Cash-Out of Awards. In connection with a Change in Control, notwithstanding any of the foregoing provisions of this section 9 to the contrary, the Committee may, either pursuant to the applicable Agreement or by resolution adopted before the Change in Control, provide that any outstanding Award (or a portion thereof) shall, on such Change in Control, be cancelled in exchange for payment in cash of the amount, if any, by which the aggregate Fair Market Value of the shares of Common Stock subject to such Award exceeds the aggregate Exercise Price therefor. SECTION 10. WITHHOLDING TAXES Federal, state or local law may require the withholding of taxes resulting from the grant or vesting of an Award or the exercise of an Option. The Company may permit or require (subject to such conditions or procedures as may be established by the Committee) any such tax withholding obligation of a Participant to be satisfied by any of the following means, or by any combination of such means: (i) cash payment by such Participant to the Company; (ii) withholding from the shares of Common Stock otherwise issuable to such Participant pursuant to the vesting or exercise of an Award of a number of shares of Common Stock having an aggregate Fair Market Value, as of the Tax Date, sufficient to satisfy the withholding tax obligation; or (iii) delivery by the Participant to the Company of a number of shares of Common Stock having an aggregate Fair Market Value, as of the Tax Date, sufficient to satisfy the withholding tax obligation arising from the vesting or exercise of an Award. If the payment or delivery specified in clause (i) or (iii) of the preceding sentence is required but is not paid by a Participant, the Company may refuse to issue Common Stock to such Participant under this Plan. SECTION 11. ADJUSTMENTS ON CHANGES IN CAPITALIZATION In the event of any change in the outstanding Common Stock of the Company by reason of any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination, exchange of shares, split-up, split-off, spin-off, liquidation or other similar change in capitalization, or any distribution to common stockholders other than normal cash dividends, the number or kind of shares that may be issued under this Plan pursuant to section 3 hereof and the number or kind of shares subject to, or the price per share under any outstanding Award, shall be adjusted, automatically and without notice, so that the proportionate interests of the Recipients shall be maintained as before the occurrence of such event; provided that no adjustment shall be made pursuant to this section 11 that would (i) cause any Option intended to qualify as an ISO to fail to qualify as an ISO, (ii) cause an Award that is otherwise exempt from Code section 409A to become subject to Code section 409A, or (iii) cause an Award that is subject to Code section 409A to fail to satisfy the requirements of Code section 409A. SECTION 12. AMENDMENT AND TERMINATION The Committee may amend this Plan at any time or from time to time; provided that: (i) the Committee may not, without approval by the Board, materially increase the benefits provided to Recipients under this Plan; (ii) any amendment with respect to Restricted Stock Awards or RSU Awards granted to Outside Directors must be approved by the Board; and (iii) no amendment that requires stockholder approval in order for this Plan to continue to comply with any provision of the Exchange Act, any rule promulgated by the Securities and Exchange Commission under the Exchange Act, any rule of the New York Stock Exchange or any other securities exchange on Exhibit B - 10 01435\040\8330619.v3

 
which shares of Common Stock are listed, or any other applicable law, rule or regulation, shall be effective unless such amendment shall be approved by the requisite vote of stockholders of the Company within the time period required under such provision. Without the approval of the stockholders of the Company, (i) neither the Board nor the Committee will authorize the amendment of any outstanding Option to reduce the Exercise Price thereof, except for adjustments made pursuant to section 11 hereof, (ii) no outstanding Option will be cancelled and replaced with another Option Award having a lower Exercise Price, or for another Award, or for cash, except as provided in section 9 or 11 hereof, and (iii) no Option will provide for the payment, at the time of exercise, of a cash bonus or grant or sale of another Award; provided that this sentence is intended to prohibit, without stockholder approval, the re-pricing of Options that have Exercise Prices above Fair Market Value and will not be construed to limit or prohibit any adjustment pursuant to section 9 or 11 hereof. The Committee may terminate this Plan at any time; provided that such termination shall not affect any Awards theretofore made or any stock options theretofore granted under either of the Prior Plans and such Awards and stock options shall continue to be subject to all terms and conditions of this Plan (including the second paragraph of section 1 hereof) notwithstanding such termination. SECTION 13. MISCELLANEOUS PROVISIONS (A) No Rights to Awards. No Person has or shall have any claim or right to be granted an Award under this Plan. (B) Assignment and Transfer. No right or interest of any Recipient under this Plan or in any Award may be assigned or transferred as a whole or in part, directly or indirectly, by operation of law or otherwise (except by will or the laws of descent and distribution), including by way of execution, levy, garnishment, attachment, pledge or bankruptcy or in any other manner, and no such rights or interests of any Recipient in this Plan shall be subject to any obligation or liability of such Recipient; provided that the Committee may determine that a Recipient’s rights and interests under this Plan or in any Award may be made transferable by such Recipient during his or her lifetime, subject to such conditions as the Committee may specify. Except as provided in section 6 hereof, no Award shall entitle the Recipient thereof, as such, or any of such Recipient’s Beneficiaries or Personal Representative, to any rights of a stockholder of the Company, unless and until shares subject to such Award are issued to and registered on the Company’s records in the name or names of such Recipient, Beneficiaries or Personal Representative, as the case may be, and then only with respect to such shares. (C) Compliance with Legal and Exchange Requirements. This Plan, the grant and exercise of Awards hereunder, the issuance of Common Stock and other interests hereunder, and the other obligations of the Company under this Plan and any Agreement, shall be subject to all applicable federal and state laws, rules and regulations, and to such approvals by any regulatory or governmental agency as the Committee may determine are necessary or advisable. The Company or the Committee may postpone the grant or exercise of any Award, the issuance or delivery of Common Stock under any Award or any other action permitted under this Plan to permit the Company, with reasonable diligence, to complete such stock exchange listing or registration or qualification of such Common Stock or other required action under any federal or state law, rule or regulation and may require any Recipient to make such representations and furnish such information as the Committee may consider appropriate in connection with the issuance or delivery of Common Stock in compliance with any and all applicable laws, rules and regulations. The Company shall not be obligated by virtue of any provision of this Plan or any Agreement to recognize the exercise of any Award or otherwise to sell or issue Common Stock in violation of any such law, rule Exhibit B - 11 01435\040\8330619.v3

 
or regulation. Any postponement of the exercise or settlement of any Award under this section 13(C) shall not extend the term of any Award. Neither the Company nor any Subsidiary nor any director or officer of the Company shall have any obligation or liability to any Recipient with respect to any Award (or Common Stock issuable thereunder) that shall lapse because of any such postponement. (D) Section 409A. Awards granted under this Plan shall be designed and administered in a manner that they are either exempt from the application of, or comply with, the requirements of Code section 409A. To the extent that the Committee determines that any Award is subject to Code section 409A, the Agreement relating to such Award shall incorporate terms and conditions necessary to avoid the imposition on the Recipient of additional tax under Code section 409A. Notwithstanding anything to the contrary in this Plan or any Agreement (unless such Agreement provides otherwise with specific reference to this section 13(D)): (i) no Award shall be granted, deferred, accelerated, extended, paid, settled, substituted or modified under this Plan in a manner that would result in the imposition on a Recipient of additional tax under Code section 409A; and (ii) if an Award is subject to Code section 409A, and if the Recipient to whom such Award is granted is a “specified employee” (as defined in Code section 409A, with such classification to be determined in accordance with methodology established by the Company), no distribution or payment of any amount under such Award shall be made before a date that is six months following the date of such Recipient’s “separation from service” (as defined in Code section 409A) or, if earlier, the date of such Recipient’s death. The Company intends to administer this Plan so that Awards will be exempt from, or will comply with, the requirements of Code section 409A; provided that the Company does not and shall not make any representation or warranty that any Award under this Plan will qualify for favorable tax treatment under Code section 409A or any other provision of federal, state, local or foreign law. The Company shall not be liable to any Recipient for any tax, interest or penalties a Recipient might owe as a result of the grant, holding, vesting, exercise or payment of any Award. (E) Ratification and Consent. By accepting any Award under this Plan, each Recipient and each Personal Representative or Beneficiary claiming under or through such Recipient shall be conclusively deemed to have accepted, ratified and consented to all of the terms and conditions of this Plan and any and all action taken under this Plan by the Company, any Subsidiary, the Board or the Committee. (F) Other Compensation. Nothing in this Plan shall prevent, limit or otherwise affect the right, power and authority of the Board with respect to any other or additional compensation arrangements. (G) Grant Date. Each Recipient shall be deemed to have been granted an Award on the date that the Committee grants such Award under this Plan or such later date as the Committee shall determine at the time such grant is authorized. (H) No Fractional Shares. No fractional shares shall be issued or delivered pursuant to this Plan or any Award. The Committee shall determine whether cash or other property shall be issued or paid in lieu of fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated. (I) Forfeiture Provision. Except as otherwise expressly provided by the applicable Agreement, the Committee may require a Recipient to forfeit all unexercised, unearned, unvested or unpaid Awards, if: (1) the Recipient, while employed by the Company or any Subsidiary, prepares to engage or engages, directly or indirectly, without the written consent of the Company, in any manner or capacity, as principal, agent, partner, officer, director, employee or otherwise, in any business or activity competitive with any business conducted by the Company or any Subsidiary, as determined by the Committee; Exhibit B - 12 01435\040\8330619.v3

 
(2) the Recipient performs any act or engages in any activity that the Committee determines is materially detrimental to the best interests of the Company or any Subsidiary; or (3) the Recipient materially breaches any agreement with or duty to the Company or any Subsidiary, including any non-competition agreement, non-solicitation agreement, confidentiality or non-disclosure agreement, or assignment of inventions or ownership of works agreement, as determined by the Committee. (J) Participants Outside the United States. Notwithstanding any provision of this Plan to the contrary, to comply with the laws of other countries in which the Company and the Subsidiaries operate or have Employees or Consultants, the Committee shall have the power and authority to: (i) determine which Subsidiaries shall be covered by this Plan; (ii) determine which Employees or Consultants outside the United States are eligible to participate in this Plan; (iii) modify the terms and conditions of any Award granted to Employees or Consultants outside the United States to comply with applicable foreign laws; (iv) modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable; and (v) take any action, before or after an Award is made, that it deems necessary or advisable to obtain approval or comply with any government regulatory exemption or requirement; provided that the Committee is not authorized to take any action hereunder, and no Awards shall be granted, that would violate any applicable law. (K) Successors. All obligations of the Company under this Plan and with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or other event, or a sale or disposition of all or substantially all of the business or assets of the Company, and references to the “Company” herein and in any Agreements shall be deemed to refer to such successors. (L) Severability. If any provision of this Plan, or the application of such provision to any Person or circumstance, shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Plan, or the application of such provision to Persons or circumstances other than those to which it is held to be invalid or unenforceable, shall not be affected thereby. (M) Construction. The headings of the sections hereof are for convenience of reference only and are not part of this Plan. As used herein, each gender includes each other gender, and the singular includes the plural and vice versa, as the context may require. Reference herein to any section includes reference to each and all subsections of such section. For purposes of this Plan, each of the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” (N) Governing Law. This Plan shall be governed by and interpreted and construed in accordance with the laws of the State of Delaware. SECTION 14. EFFECTIVENESS OF THIS PLAN This amended and restated Plan shall be submitted to the stockholders of the Company for their approval at their annual meeting scheduled to be held on April 21, 2015, or at such other annual or special meeting as the Board may specify, or any adjournment or postponement thereof. This Plan will be effective as of the date of its approval by the stockholders of the Company. Exhibit B - 13 01435\040\8330619.v3

 
 EX-99.6 10 ex9962019prsuagreementbr.htm EXHIBIT 99.6 ex9962019prsuagreementbr
EXHIBIT 99.6 2019 BRANCH OP PERFORMANCE & TIME BASED RESTRICTED STOCK UNIT AGREEMENT Company: Simpson Manufacturing Co., Inc. Recipient: The recipient’s name (the “Recipient”) is set forth on the Recipient’s online award acceptance page on Morgan Stanley Smith Barney’s StockPlan Connect website (the “Acceptance Page”) at https://www.stockplanconnect.com, which is incorporated by reference to this Agreement. Target PRSU Shares: The aggregate number of shares of Common Stock as stated on the Acceptance Page. The Number of Shares of 100% of the Target PRSU Shares. Common Stock Subject to PRSUs Granted Hereunder (the “PRSU Shares”): The Effective Date of the Award A date in 2019 as determined by the Committee in its absolute (the “Award Date”): discretion and as set forth on the Acceptance Page. Measurement Period A one-year period beginning on January 1, 2019, and ending (the “Measurement Period”): on December 31, 2019. The Date the PRSU Shares A date subsequent to the Measurement Period as determined Start To Vest by the Committee in its absolute discretion and as set forth on (the “Vesting Start Date”): the Acceptance Page. Vesting Schedule One fourth of the Adjusted Shares (defined on Exhibit A) will (the “Vesting Schedule”): vest on each of the Vesting Start Date and the first, second and third anniversaries thereof; provided, however, that if any of such dates falls on a weekend or federal holiday, the applicable portion of the Adjusted Shares shall vest on the 1 immediately following business day. Vesting Period A period beginning on the Vesting Start Date, and ending on (the “Vesting Period”): the third anniversary of the Vesting Start Date; provided, however, that if such anniversary date falls on a weekend or federal holiday, such period shall end on the immediately following business day.2 Specific Performance Goals The Specific Performance Goals are set forth on Exhibit A. (the “Specific Performance Goals”): This PERFORMANCE & TIME BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of the Award Date stated on the Acceptance Page by and between Simpson Manufacturing 1 For example, if the Vesting Start Date is determined by the Committee to be February 15, 2020, then 1/4 of the Adjusted Shares, if any (based on the Specific Performance Goals), will vest on each of (i) February 18, 2020 (because February 15, 2020 falls on a Saturday and Monday February 17, 2020 is a federal holiday, President’s Day, the immediately following business day is February 18, 2020), (ii) February 16, 2021 (because Monday February 15, 2021 is a federal holiday, President’s Day, the immediately following business day is February 16, 2021), (iii) February 15, 2022 and (iv) February 15, 2023, and the Vesting Period will be from February 15, 2020 to February 15, 2023. 2 See footnote 2, supra. 1 | P a g e 01435\040\8330589.v3

 
Co., Inc., a Delaware corporation (the “Company”), and the Recipient named on the Acceptance Page, with reference to the following facts: Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to such terms in the amended and restated Simpson Manufacturing Co., Inc. 2011 Incentive Plan effective on April 21, 2015 (as amended from time to time, the “Plan”). The Board has delegated to the Committee all authority to administer the Plan. The Committee has determined to grant to the Recipient, under the Plan, performance and time based Restricted Stock Units (the “PRSUs”) with respect to the PRSU Shares stated on the Acceptance Page. To evidence the PRSUs and to set forth the terms and conditions thereof, the Company and the Recipient agree as follows: 1. Confirmation of Grant. (a) The Company grants the PRSUs to the Recipient and the Recipient agrees to accept the PRSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the PRSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy. (b) The PRSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the PRSUs become vested pursuant to section 2 or are forfeited pursuant to section 3. The Recipient acknowledges and agrees that (i) the PRSU Shares merely represent the maximum number of shares of Common Stock that are granted under the PRSUs and are not necessarily the number of shares of Common Stock that will eventually vest in favor of the Recipient, and (ii) pursuant to section 2 and otherwise in accordance with this Agreement and the Plan, the number of shares of Common Stock, which will eventually vest in favor of the Recipient under the PRSUs (the “Vested Shares”), will be subject to the Specific Performance Goals and will be between 0% and 100% of the Target PRSU Shares. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the PRSUs shall be settled by the issuance and delivery of the Vested Shares, or as provided in this Section 1(d), by cash (as determined by the Committee in its sole discretion), within sixty days after the PRSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the PRSUs; provided, however, that to the extent the Committee determines that any of the PRSUs are subject to Code section 409A, to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such PRSUs shall be made until the earliest of the date (i) set for such PRSUs to vest according to the Vesting Schedule (a time or fixed schedule specified for the purpose of Code section 409A), (ii) of the Recipient’s “separation from service” (as defined in Code section 409A), (iii) of the Recipient’s death, or (iv) when the Recipient becomes “disabled” (as defined in Code section 409A); and further provided that, the number of the Vested Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the Vested Shares. Notwithstanding the foregoing, to the extent the Committee determines that any of the PRSUs are subject to Code section 409A and the Recipient is a Specified Employee3 on 3 The determination of whether the Recipient is a Specified Employee will be made annually by the Committee or its delegate pursuant to Code section 409A for the 12-month period ending every December 31st (the “Specified Employee Identification Date”). The Committee’s determination shall be final and binding on the Recipient. If the Recipient was determined by the Committee as a Specified Employee at any time during such 12-month period ending on the Specified Employee Identification 2 | P a g e 01435\040\8330589.v3

 
the date of his or her “separation from service” (as defined in Code section 409A), to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such PRSUs that is otherwise payable pursuant to this Section 1(d) upon a separation from service shall be made before the date that is six months after the date of the Recipient’s separation from service. In settling the PRSUs pursuant to the foregoing, the Company (or its acquirer or successor) shall have the option (as determined by the Committee in its sole discretion) to make or provide for a cash payment to the Recipient, in exchange for the cancellation of the vested PRSUs (or any portion thereof), in an amount equal to the product of (A) the number of the Vested Shares under the cancelled PRSUs and (B) the average closing price of a share of Common Stock of the period ending on the date the PRSUs (or the portion thereof) become vested and starting on 60 days prior to that date. Anything herein to the contrary notwithstanding, this Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any amendment hereto, make any arrangement, or take any other action, to comply with Code section 409A. The Recipient agrees and acknowledges that the Company makes no representations that this Agreement, including the grant, vesting and/or delivery of the PRSU Shares (and/or cash), does not violate Code section 409A, and the Company shall have no liability whatsoever to the Recipient if he or she is subject to any taxes or penalties under Code section 409A. 2. Vesting. (A) On the last day of the Measurement Period, the PRSU Shares stated on the Acceptance Page shall be adjusted pursuant to the Specific Performance Goals as set forth on Exhibit A attached hereto, and after the adjustment, become the total number of the Vested Shares that will be used to settle the PRSUs under section 1(d); provided, however, that (x) if the Recipient’s employment or engagement with the Company or any Subsidiary is terminated before the Vesting Start Date for any reason, (y) if the Recipient retires, dies or becomes Disabled before the last day of the Measurement Period, or (z) if a Sale Event4 takes place prior to the Vesting Start Date and the surviving or acquiring entity or the new entity resulting from the Sale Event refuses to assume or continue the PRSUs or to substitute a similar equity award, the PRSUs shall be forfeited in their entirety and no distribution or payment of any amount under such PRSUs shall ever be made to the Recipient. For clarity, any PRSUs, assumed, continued or substituted following the Sale Event (that takes place prior to the Vesting Start Date) will be subject to section 2(B) below. (B) Subject to the terms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3, following the Measurement Period, the PRSUs shall vest (that is, the Restricted Period with respect thereto shall terminate) pursuant to the Vesting Schedule; provided, however, that the unvested PRSUs shall vest in full (a) on the date immediately preceding the effective date of the Date, he or she shall be considered a Specified Employee for the 12-month period commencing on the February 1st immediately following the Specified Employee Identification Date (i.e., from February 1st to the following January 31st), even if he or she is no longer employed or engaged by the Company on or after the Specified Employee Identification Date. For the purposes of this section 1(d), a “Specified Employee” shall mean: • the Recipient owns 5% or more of all outstanding Common Stock; • the Recipient owns 1% or more of all outstanding Common Stock and has an annual compensation of more than $150,000; and/or • the Recipient is among the top 50 most highly-compensated officers of the Company and the Subsidiaries forming a controlled group of corporations within the meaning of Code section 1563(a) (based on total W-2 compensation plus elective 401(k) plan deferrals) and has an annual compensation exceeding the indexed dollar limit then in effect pursuant to Treas. Reg. § 1.409A-1(i) promulgated under Code (which is $180,000 for 2019). 4 A “Sale Event” shall mean (i) the sale or other disposition of all or substantially all of the assets of the Company or the Subsidiary that employs or engages the Recipient, including a majority or more of all outstanding stock of the Subsidiary, on a consolidated basis to one or more unrelated persons or entities, (ii) a Change in Control, or (iii) the sale or other transfer of outstanding Common Stock to one or more unrelated persons or entities (including by way of a merger, reorganization or consolidation in which the outstanding Common Stock are converted into or exchanged for securities of the successor entity) where the stockholders of the Company, immediately prior to such sale or other transfer, would not, immediately after such sale or transfer, beneficially own shares representing in the aggregate more than 50 percent of the voting shares of the acquirer or surviving entity (or its ultimate parent corporation, if any). For the purpose of sub-section (iii) of this definition, only voting shares of the acquirer or surviving entity (or its ultimate parent, if any) received by stockholders of the Company in exchange for Common Stock shall be counted, and any voting shares of the acquirer or surviving entity (or its ultimate parent, if any) already owned by stockholders of the Company prior to the transaction shall be disregarded. 3 | P a g e 01435\040\8330589.v3

 
Recipient’s Retirement following the last day of the Measurement Period, as determined by the Committee in relation to the PRSUs: either (A) after reaching age 70 or (B) after reaching age 55 and having been employed or engaged by the Company or any Subsidiary for 15 years (provided that, if the Recipient retires after reaching age 56, for each year after age 55, the Recipient may work one year less for the Company or any Subsidiary, as applicable, and still be qualified for Retirement under this sub-section (B)5); (b) on the date immediately preceding the Recipient’s death or immediately preceding the effective date of the Recipient’s Disability following the last day of the Measurement Period; and (c) on the date during the Vesting Period immediately preceding the effective date of the termination of the Recipient’s employment or engagement with the Company or any Subsidiary by the Company or Subsidiary (which, whenever used in this Agreement, includes any such entity’s successor) without Cause,6 or by the Recipient for a Good Reason,7 in either case only in connection with or within 24 months following a Sale Event. (C) The Recipient explicitly acknowledges and agrees that (i) the Committee has the absolute discretion to determine the number of the Vested Shares, (ii) the Committee may engage professional advisors and consultants and rely on their opinions and advice to make the determination, (iii) such determination shall be binding on the Recipient, and (iv) the granting or vesting of the PRSUs as well as the Recipient’s holding of the Vested Shares shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery, stock ownership, and hedging, pledging and trading policies. 3. Forfeiture. Anything herein to the contrary notwithstanding, (a) all PRSUs that are not vested in accordance with section 2 shall terminate immediately and be forfeited in their entirety if and at such time as (i) the Recipient ceases to be an Employee, Outside Director or Consultant, as the case may be, or (ii) 24 months have passed immediately following a Sale Event (provided that, in the event the surviving or acquiring entity or the new entity resulting from a Sale Event substitutes a similar equity award for the PRSUs, such award will continue in accordance with its own terms and conditions), and (b) all PRSUs, to the extent not theretofore settled in accordance with section 1(d), shall terminate immediately and be forfeited in their entirety when and as provided in section 13(I) of the Plan. 5 For example, if the Recipient retires at age 60 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 10 years to be qualified for Retirement and receive the Vested Shares; and for example, if the Recipient retires at age 65 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 5 years to be qualified for Retirement and receive the Vested Shares. 6 “Cause” means, in addition to any cause for termination as provided in any other applicable written agreement between the Company, the applicable Subsidiary, or the acquirer or successor of the Company or Subsidiary, and the Recipient, (i) conviction of any felony, (ii) any material breach or violation by the Recipient of any agreement to which the Recipient and the Company or the Subsidiary that employs or engages the Recipient are parties or of any published policy or guideline of the Company, (iii) any act (other than retirement or other termination of employment or engagement) or omission to act by the Recipient which may have a material and adverse effect on the business of the Company or Subsidiary or on the Recipient’s ability to perform services for the Company or Subsidiary, including habitual insobriety or substance abuse or the commission of any crime, gross negligence, fraud or dishonesty with regard to the Company or Subsidiary, or (iv) any material misconduct or neglect of duties and responsibilities by the Recipient in connection with the business or affairs of the Company or Subsidiary; provided, however, that the Recipient first shall have received written notice, which shall specifically identify what the Company or Subsidiary believes constitutes Cause, and if the breach, act, omission, misconduct or neglect is capable of being cured, the Recipient shall have failed to cure after 15 days following such notice. 7 A “Good Reason” means the occurrence of any of the following events: (i) a material adverse change in the functions, duties or responsibilities of the Recipient’s position (other than a termination by the Company or Subsidiary) which would meaningfully reduce the level, importance or scope of such position (provided that, a change in the person, position and/or department to whom the Recipient is required to report shall not by itself constitute a material adverse change in the Recipient’s position), (ii) the relocation of the Company or Subsidiary office at which the Recipient is principally located immediately prior to a Sale Event (the “Original Office”) to a new location outside of the metropolitan area of the Original Office or the failure to place the Recipient’s own office in the Original Office (or at the office to which such office is relocated which is within the metropolitan area of the Original Office), or (iii) a material reduction in the Recipient’s base salary and incentive compensation opportunity as in effect immediately prior to a Sale Event; provided, however, that, within 90 days of the incident that provides the basis for a Good Reason termination, the Recipient shall have provided the Company or Subsidiary a written notice specifically identifying what the Recipient believes constitutes a Good Reason, and the Company or Subsidiary shall have failed to cure the adverse change, relocation or compensation reduction after 30 days following such notice. 4 | P a g e 01435\040\8330589.v3

 
4. Tax Withholding. Pursuant to section 10 of the Plan, the Company may require the Recipient to enter into an arrangement providing for the payment in cash, Common Stock or otherwise by the Recipient to the Company of any tax withholding obligation of the Company arising by reason of (a) the granting or vesting of the PRSUs, (b) the lapse of any substantial risk of forfeiture to which the PRSUs or the Vested Shares are subject, or (c) the disposition of the PRSUs or the Vested Shares, to the extent such arrangement does not cause a loss of the Section 16(b) exemption pursuant to Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended. 5. Representations and Warranties of the Company. The Company represents and warrants to the Recipient that the Vested Shares, when issued and delivered on the vesting of the PRSUs in accordance with this Agreement, will be duly authorized, validly issued, fully paid and non-assessable. 6. Recipient Representations. The Recipient represents and warrants to the Company that the Recipient has received and read this Agreement and the Plan, that the Recipient has consulted with the Recipient’s own legal, financial and other advisers regarding this Agreement and the Plan to the extent that the Recipient considered necessary or appropriate, that the Recipient fully understands and accepts all of the terms and conditions of this Agreement and the Plan, and that the Recipient is relying solely on the Recipient’s own advisers with respect to the tax consequences of this Agreement and the PRSUs. 7. Change in Control. Notwithstanding section 9 of the Plan, a Change in Control shall be treated as a Sale Event with respect to the PRSUs granted hereunder. 8. Adjustments to Reflect Capital Changes. Subject to and except as otherwise provided in section 9 of the Plan, the number and kind of shares subject to the PRSUs shall be appropriately adjusted, as the Committee may determine pursuant to section 11 of the Plan, to reflect any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination, exchange of shares, split-up, split-off, spin-off, liquidation or other similar change in capitalization, or any distribution to common stockholders other than normal cash dividends. 9. No Rights as Stockholder. Neither the granting or vesting of the PRSUs nor the issuance or delivery of the Vested Shares shall entitle the Recipient, as such, or any of the Recipient’s Beneficiaries or Personal Representative, to any rights of a stockholder of the Company, unless and until the Vested Shares are registered on the Company’s records in the name or names of the Recipient or the Recipient’s Beneficiaries or Personal Representative, as the case may be, and then only with respect to such Vested Shares so registered. 10. No Right to Continued Employment. Nothing in this Agreement shall confer on the Recipient any right to continue in the employment of, or service to, the Company or any Subsidiary or limit, interfere with or otherwise affect in any way the right of the Company or any Subsidiary to terminate the Recipient’s employment or service at any time. If the Award of the PRSUs is in connection with the Recipient’s performance of services as a Consultant or Outside Director, references to employment, employee and similar terms shall be deemed to include the performance of services as a Consultant or an Outside Director, as the case may be; provided that no rights as an Employee shall arise by reason of the use of such terms. 11. Regulatory Compliance. Notwithstanding anything herein to the contrary, the issuance and delivery of the Vested Shares shall in all events be subject to and governed by section 13(C) of the Plan. 12. Notices. Any notice, consent, demand or other communication to be given under or in connection with this Agreement shall be in writing and shall be deemed duly given and received when delivered personally, when transmitted by facsimile, one business day after being deposited for next-day delivery with a nationally recognized overnight delivery service, or three days after being mailed by first class mail, charges or postage prepaid, properly addressed, if to the Company, at its principal office in California, and, if to the Recipient, at the Recipient’s address on the Company’s records. Either party may change such party’s address or facsimile number from time to time by notice hereunder to the other. 13. Entire Agreement. This Agreement and the Plan together contain the entire agreement of the parties and supersede all prior or contemporaneous negotiations, correspondence, understandings and agreements, 5 | P a g e 01435\040\8330589.v3

 
whether written or oral, between the parties, regarding the PRSUs. The Recipient specifically acknowledges and agrees that all descriptions of the PRSUs in any prior letters, memoranda or other documents provided to him or her by the Company or any Subsidiary are hereby replaced and superseded in their entirety by this Agreement and shall be of no further force or effect. To the extent there is any inconsistency between the descriptions of any such documents and the terms of this Agreement, the terms of this Agreement shall prevail. 14. Amendment. This Agreement may be amended, modified or supplemented only by a written instrument signed by the Recipient and the Company. 15. Assignment. The Recipient shall not sell, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of this Agreement, any of the PRSUs or any other rights hereunder, and shall not delegate any duties hereunder, except only as may be permitted pursuant to section 13(B) of the Plan, and any such action or transaction that may otherwise be attempted or purported by the Recipient shall be void and of no effect; provided, however, that this section 15 does not restrict the sale, assignment, transfer, pledging, hypothecation or other encumbrance or disposal of Vested Shares. 16. Successors. Subject to section 15, this Agreement shall bind and inure to the benefit of the Company and the Recipient and their respective successors, assigns, heirs, legatees, devisees, executors, administrators and legal representatives. Nothing in this Agreement, express or implied, is intended to confer on any other Person any right or benefit in or under this Agreement or the Plan. 17. Separate Payments. All amounts payable in connection with the PRSUs hereunder or any other Awards granted under the Plan shall be treated as separate payments for the purposes of Code section 409A. 18. Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Delaware. 19. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 20. Order of Precedence and Construction. This Agreement and the PRSUs are subject to all provisions of the Plan (a copy of which is attached hereto as Exhibit B), including the Restricted Stock Unit provisions of section 6 thereof, and are further subject to all interpretations and amendments thereto that may from time to time be adopted pursuant to the Plan. In the event of any inconsistency between any provision of this Agreement and any provision of the Plan, the provision of the Plan shall govern. The headings of sections herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction or interpretation of any provision hereof. Whenever the context requires, the use in this Agreement of the singular number shall be deemed to include the plural and vice versa, and each gender shall be deemed to include each other gender. References herein to sections refer to sections of this Agreement, except as otherwise stated. The meaning of general words is not limited by specific examples introduced by “includes”, “including”, “for example”, “such as” or similar expressions, which shall be deemed to be followed by the phrase “without limitation”. 21. Further Assurances. The Recipient agrees to do and perform all acts and execute and deliver all additional documents, instruments and agreements as the Company or the Committee may reasonably request in connection with this Agreement. 22. Data Privacy. Recipient hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Recipient’s personal data as described in this Agreement by and among, as applicable, Recipient’s employer, the Company, and any Subsidiary for the exclusive purposes of implementing, administering, and managing Recipient’s participation in the Plan. Recipient understands that the Company and the employing Subsidiary may hold certain personal information about Recipient, including, but not limited to, Recipient’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, and any shares of stock or directorships held in the Company or any Subsidiary, details of all PRSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Recipient’s favor (“Personal Data”). Recipient understands that Personal Data may be transferred to 6 | P a g e 01435\040\8330589.v3

 
any third parties assisting in the implementation, administration and management of the Plan, that these entities may be located in Recipient’s country, or elsewhere, and that the third parties’ country may have different data privacy laws and protections than Recipient’s country. Recipient understands that he or she may request a list with the names and addresses of any potential third parties in receipt of the Personal Data by contacting the Company’s Equity Plans Administrator. Recipient authorizes the third parties to receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for the purposes of implementing, administering and managing Recipient’s participation in the Plan, including any requisite transfer of such Personal Data as may be required to a broker or other third party with whom Recipient may elect to deposit any Vested Shares received upon vest of the PRSUs. Recipient understands that Personal Data will be held as long as is necessary to administer and manage Recipient’s participation in the Plan. Recipient understands that he or she may, at any time, view Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data or refuse or withdraw the consents herein, without cost, by contacting in writing the Company’s Equity Plans Administrator. Recipient understands that refusal or withdrawal of consent may affect Recipient’s ability to realize benefits from the PRSUs. For more information on the consequences of Recipient’s refusal to consent or withdrawal of consent, Recipient understands that he or she may contact the Company’s Equity Plans Administrator. 23. Electronic Delivery. The Company may, in its sole discretion, decide (a) to deliver or effect by electronic means any documents or communications related to the PRSUs granted under the Plan, Recipient’s participation in the Plan, or future Awards that may be granted under the Plan or (b) to request by electronic means Recipient’s consent to participate in the Plan and other communications related to the PRSUs or the Plan. Recipient hereby consents to receive such documents and communications by electronic delivery and, if requested, to agree to participate in the Plan and deliver or effect such other communications through an on-line or electronic system established and maintained by the Company or any third party designated by the Company. [Signature Page Follows] 7 | P a g e 01435\040\8330589.v3

 
IN WITNESS WHEREOF, this Restricted Stock Unit Agreement has been duly executed by or on behalf of the Company and the Recipient as of the Award Date. COMPANY: SIMPSON MANUFACTURING CO., INC. By Brian Magstadt (Feb 8, 2019) Authorized Signatory for the Compensation and Leadership Development Committee of the Board of Directors ACCEPTANCE OF AGREEMENT: Through the electronic submission of his or her consent to this Restricted Stock Unit Agreement in accordance with the instructions on Morgan Stanley Smith Barney’s StockPlan Connect website, the Recipient hereby confirms, ratifies, approves and accepts all of the terms and conditions of this Restricted Stock Unit Agreement. 8 | P a g e 01435\040\8330589.v3

 
Exhibit A Specific Performance Goals (A). Basic Terms for the Specific Performance Goals. The parties agree on the following terms for the Specific Performance Goals: • “Specific Performance Goals” means the number of the Vested Shares shall be equal to the number of the Adjusted Shares. (B). How to Determine the Specific Performance Goals. The Committee has the absolute discretion to determine, and its determination shall be binding on the 8 Recipient with respect to, any of the following: • “Adjusted Shares” means (A) the number of the PRSU Shares that is equal to 100% of the number of the Target PRSU Shares, if the Recipient’s branch achieves its branch-wide operating profit goal for the Measurement Period as decided by the Committee; or (B) 0, if the Recipient’s branch does not achieve its branch-wide 2019 operating profit goal as decided by the Committee. (C). Representative Example. Without prejudicing any of the foregoing, including the Committee’s absolute discretion under Section (B) above, the parties agree on the following representative (and non-exhaustive) example for the Specific Performance 9 Goals: If the number of the Target PRSU Shares is 100 shares, then the number of the PRSU Shares is 100 shares. Under this example, if the Recipient’s branch achieves its branch-wide operating profit goal for the Measurement Period as decided by the Committee, then the number of the Adjusted Shares is 100 shares. As a result, the number of the Vested Shares is 100 shares, and 25 shares will vest on each of the Vesting Start Date and the first, second and third anniversaries of the Vesting Start Date. 8 Subject to Section 2(A)(z) of this Agreement, in case of a Sale Event during the Measurement Period, the Specific Performance Goals hereunder shall continue to apply to the PRSUs assumed, continued or substituted upon the Sale Event. 9 No fractional shares will be issued or delivered pursuant to any Award, and therefore, any fractional shares may be forfeited or otherwise eliminated as determined by the Committee. As a result, the decimal fractions of the number of the Vested Shares presented in the examples below are rounded down to the nearest whole number. Exhibit A - 1 01435\040\8330589.v3

 
Exhibit B SIMPSON MANUFACTURING CO. INC. 2011 INCENTIVE PLAN Adopted April 26, 2011, and Amended and Restated April 21, 2015 SECTION 1. PURPOSE The purpose of the Simpson Manufacturing Co., Inc. 2011 Incentive Plan is to promote the interests of the Company and its stockholders by providing incentives to directors, officers and employees of, and consultants to, the Company and the Subsidiaries. Accordingly, the Company may grant to selected officers, Employees, Consultants and Outside Directors Option Awards, Restricted Stock Awards and RSU Awards in an effort to attract and retain qualified individuals as employees, directors and consultants and to provide such individuals with incentives to continue service with the Company, devote their best efforts to the Company and improve the Company’s economic performance, thus enhancing the value of the Company for the benefit of stockholders. This Plan amends and restates in their entirety, and incorporates and supersedes, both the Simpson Manufacturing Co., Inc. 1994 Stock Option Plan, as amended (the “1994 Plan”), and the Simpson Manufacturing Co., Inc. 1995 Independent Director Stock Option Plan, as amended (the “1995 Plan” and, together with the 1994 Plan, the “Prior Plans”); provided that any stock option granted under the 1994 Plan or the 1995 Plan that has not been exercised in full and that has not expired or terminated shall continue in effect in accordance with its terms and conditions and shall continue to be subject to and governed by the 1994 Plan or the 1995 Plan, respectively, as in effect immediately before the adoption of this Plan. SECTION 2. DEFINITIONS As used in this Plan, the following terms have the meanings indicated: “Agreement” means an agreement, in written or electronic form, entered into by the Company and a Recipient setting forth the terms and conditions applicable to an Award granted under this Plan. “Award” means an Option Award, a Restricted Stock Award or an RSU Award, in each case granted under this Plan. “Beneficial Ownership” and “Beneficially Own” have the meanings set forth in Rule 13d-3 under the Exchange Act. “Beneficiary” means each Person designated as such by a Recipient or, if no designation has been made, each Person entitled by will or the laws of descent and distribution to receive the benefits specified under this Plan in the event of a Recipient’s death. “Board” means the Board of Directors of the Company. Exhibit B - 1 01435\040\8330589.v3

 
“Change in Control” means the occurrence of any one (or more) of the following events: (i) the consummation of a consolidation or merger of the Company in which the Company is not the surviving corporation; (ii) the consummation of a reverse merger in which the Company is the surviving corporation but the shares of the Common Stock outstanding immediately preceding such reverse merger are converted by virtue of such reverse merger into other property, whether securities, cash or otherwise; or (iii) the approval by the stockholders of the Company of a plan or proposal for the dissolution and liquidation of the Company; provided that a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of related transactions immediately following which the record holders of the Common Stock immediately before such transaction or transactions continue to have substantially the same proportionate ownership in an entity that owns all or substantially all of the assets of the Company immediately thereafter. “Code” means the Internal Revenue Code of 1986, as amended from time to time. “Committee” means the Compensation and Leadership Development Committee of the Board, as from time to time constituted, or any successor committee of the Board with similar functions, which shall consist of three or more members, each of whom shall be an outside director as defined in the regulations issued under Code section 162(m) and a non-employee director within the meaning of applicable regulatory requirements, including those promulgated under Exchange Act section 16. “Common Stock” means the Common Stock, par value $0.01 per share, of the Company, subject to adjustment pursuant to section 11 hereof. “Company” means Simpson Manufacturing Co., Inc., a Delaware corporation, or any successor thereto. “Consultant” means a Person that (i) renders services to the Company as an independent contractor (and not as an Employee or Outside Director) pursuant to a contract between such Person and the Company and (ii) is selected by the Committee to receive an Award under this Plan. “Disability” means (i) in the case of a Participant, determination by the Committee that he or she has become unable to perform the functions required by his or her regular job due to physical or mental illness or incapacity and, in connection with the grant of an ISO, he or she is within the meaning of that term as provided in Code section 22(e)(3), and (ii) in the case of an Outside Director, determination by the Committee that he or she is unable to attend to his or her duties and responsibilities as a member of the Board due to physical or mental illness or incapacity. “Employee” means a regular, full-time or part-time employee of the Company or any Subsidiary; provided that, for purposes of determining whether any Person may be a Participant for purposes of any grant of ISOs, the term “Employee” shall have the meaning ascribed to such term in Code section 3401(c). “Exercise Price” means, with respect to each share of Common Stock subject to an Option, the price fixed by the Committee at which such share may be purchased from the Company on the exercise of such Option. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “Fair Market Value” means (i) as of any date, the closing sale price per share of Common Stock as reported on the Composite Tape of the New York Stock Exchange, or if there are no sales on such day, on the next prior trading day during which a sale occurred; and (ii) in the absence of such market for the shares of Common Stock, Exhibit B - 2 01435\040\8330589.v3

 
the fair market value per share of Common Stock determined by the Committee in good faith (which determination shall, to the extent applicable, be made in a manner that complies with Code sections 422(b) and 409A). “Incentive Stock Option” or “ISO” means an Option that is intended by the Committee to meet the requirements of Code section 422 or any successor provision. “ISO Award” means an Award of an Incentive Stock Option pursuant to section 9 hereof. “NQSO” means an Option granted pursuant to this Plan that does not qualify as an Incentive Stock Option. “NQSO Award” means an Award of an NQSO pursuant to section 7 hereof. “Option” means the right to purchase Common Stock at an Exercise Price to be specified and on terms to be designated by the Committee or otherwise determined pursuant to this Plan. The Committee shall designate each Option as either an NQSO or an Incentive Stock Option. “Option Award” means an Award of an Option pursuant to section 7 hereof. “Outside Director” means a director of the Company, who is not also an Employee and who is selected by the Committee to receive an Award under this Plan. “Participant” means an Employee who is selected by the Committee to receive an Award under this Plan. “Performance Goals” means performance goals established by the Committee from time to time. Such goals may be absolute in their terms or measured against or in relation to other companies comparably or otherwise situated. Such performance goals may be particular to a Participant or the Subsidiary, division or other unit in which the Participant works or may be based on the performance of the Company as a whole. The Performance Goals applicable to any Award that is intended to qualify for the performance-based exception from the tax deductibility limitations of Code section 162(m) shall be based on one or more of (i) earnings, (ii) unit sales, sales volume or revenue, (iii) sales growth, (iv) stock price (including comparison with various stock market indices), (v) return on equity, (vi) return on investment, (vii) total return to stockholders, (viii) economic profit, (ix) debt rating, (x) operating income, (xi) cash flows, (xii) cost targets, (xiii) return on assets or margins or (xiv) implementation, completion or attainment of measurable objectives with respect to (1) software development, (2) new distribution channels, (3) customer growth targets, (4) acquisition identification and integration, (5) manufacturing, production or inventory targets, (6) new product introductions, (7) product quality control, (8) accounting and reporting, (9) recruiting and maintaining personnel, or (10) compliance or regulatory program targets. Any criteria used may be measured, as applicable, (a) in absolute terms, (b) in relative terms (including but not limited to, the passage of time or against other companies or financial metrics), (c) on a per share basis, (d) against the performance of the Company as a whole or against particular entities, segments, operating units or products of the Company or (e) on a pre-tax or after tax basis. “Person” has the meaning ascribed to that term in Exchange Act section 3(a)(9), as modified and used in Exchange Act sections 13(d) and 14(d), except that such term shall not include (a) the Company, (b) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (c) an underwriter temporarily holding securities pursuant to an offering on behalf of the Company. Exhibit B - 3 01435\040\8330589.v3

 
“Personal Representative” means the Person or Persons who, on the Disability or incompetence of a Recipient, shall have acquired on behalf of the Recipient by legal proceeding or otherwise the right to receive benefits pursuant to this Plan. “Plan” means this Simpson Manufacturing Co., Inc. 2011 Incentive Plan. “Recipient” means a Participant, an Outside Director or a Consultant, as appropriate. “Restricted Period” means the period during which Restricted Stock or Restricted Stock Units are subject to a substantial risk of forfeiture (based on the passage of time, the achievement of Performance Goals or the occurrence of other events, as determined by the Committee). “Restricted Stock” means those shares of Common Stock issued pursuant to a Restricted Stock Award, which are subject to the restrictions, terms, and conditions set forth in the related Agreement or designated by the Committee in accordance with this Plan. “Restricted Stock Award” means an Award of Restricted Stock pursuant to section 6 hereof. “Restricted Stock Units” or “RSUs” means units issued pursuant to an RSU Award, which are valued in terms of shares of Common Stock equivalents and are subject to the restrictions, terms and conditions set forth in the related Agreement or designated by the Committee in accordance with this Plan. “Retirement” means (i) in the case of a Participant, retirement from employment with the Company or any Subsidiary at any time as described in the Simpson Manufacturing Co., Inc. Profit Sharing Plan for Salaried Employees or in any successor plan, as from time to time in effect, or as otherwise determined by the Committee, (ii) in the case of an Outside Director, retirement from the Board after the date, if any, established by the Committee as the date for mandatory retirement, as from time to time in effect, or as otherwise determined by the Committee, and (iii) in the case of a Consultant, such date as is determined by the Committee. “RSU Award” means an Award of Restricted Stock Units pursuant to section 6 hereof. “Subsidiary” means a corporation, limited liability company, partnership or other entity (i) more than fifty percent of the outstanding voting equity securities (representing the right to vote for the election of directors or other managing authority) are now or hereafter owned or controlled, directly or indirectly, by the Company, or (ii) which does not have outstanding voting equity securities (as may be the case in a partnership, limited liability company, joint venture or unincorporated association), but more than fifty percent of the ownership interests of which, representing the right generally to make decisions for such entity, is now or hereafter owned or controlled, directly or indirectly, by the Company; provided that, for purposes of determining whether any Person may be a Participant for purposes of any grant of Incentive Stock Options, the term “Subsidiary” shall have the meaning ascribed to such term in Code section 424(f), as interpreted by the regulations thereunder and applicable law. “Tax Date” means the date the withholding tax obligation arises with respect to an Award. SECTION 3. STOCK SUBJECT TO PLAN (A) Subject to section 3(B) hereof and to adjustment pursuant to section 11 hereof, 16,320,000 shares of Common Stock are reserved for issuance under this Plan, any or all of which may be delivered with respect to Exhibit B - 4 01435\040\8330589.v3

 
Option Awards, Restricted Stock Awards and RSU Awards and any or all of which may be authorized and unissued shares or treasury shares; provided that such 16,320,000 shares include all shares heretofore reserved for issuance pursuant to the Prior Plans. Subject to section 3(B) hereof and to adjustment pursuant to section 11 hereof, the following limits shall apply with respect to Awards that are intended to qualify for the performance-based exception from the tax deductibility limitations of Code section 162(m): (i) the maximum aggregate number of shares of Common Stock that may be subject to Options granted in any calendar year to any one Participant shall be 150,000 shares; and (ii) the maximum aggregate number of Restricted Stock Awards and shares of Common Stock issuable or deliverable under RSU Awards granted in any calendar year to any one Participant shall be 100,000 shares. (B) Shares of Common Stock subject to Awards under this Plan or stock options granted under the Prior Plans that are forfeited, terminated, canceled or settled without the delivery of Common Stock under this Plan or the Prior Plans, respectively, will again be available for Awards under this Plan as if such Awards or grants had not been made; provided that, notwithstanding any other provision herein to the contrary, the aggregate number of shares of Common Stock that may be issued under this Plan shall not be increased by (i) shares of Common Stock tendered in full or partial payment of the Exercise Price of any Option or any stock option granted under either of the Prior Plans, (ii) shares of Common Stock withheld by the Company or any Subsidiary to satisfy any tax withholding obligation, or (iii) shares of Common Stock that are repurchased by the Company. (C) Notwithstanding anything in this section 3 to the contrary and solely for purposes of determining whether shares are available for the grant of ISOs, the maximum aggregate number of shares that may be granted under this Plan shall be determined without regard to any shares restored pursuant to this section 3 that, if taken into account, would cause this Plan to fail the requirement under Code section 422 that this Plan designate a maximum aggregate number of shares that may be issued. SECTION 4. ADMINISTRATION The Committee shall have exclusive authority to administer this Plan. In addition to any implied powers and duties that may be needed to carry out the provisions hereof, the Committee shall have all the powers vested in it by the terms hereof, including exclusive authority to select the Recipients, to determine the type, size and terms of any and all Awards to be made to each Recipient, to determine the time when Awards will be granted, and to prescribe the form, terms and conditions of any Agreement relating to any Award under this Plan. The Committee is authorized to interpret this Plan and the Awards granted under this Plan, to establish, amend and rescind any rules and regulations relating to this Plan, to make any other determinations that the Committee believes necessary or advisable for the administration hereof, and to correct any defect or supply any omission or reconcile any inconsistency in this Plan or in any Award in the manner and to the extent that the Committee deems desirable and consistent with the intent of this Plan. The Committee may exercise any and all of the Committee’s rights, powers, authority and discretion under this Plan in the Committee’s absolute and exclusive discretion, and the Committee is authorized and empowered to grant or give any consent, approval or authorization, make any determination or do or perform any other act or thing conditionally or unconditionally, arbitrarily, or inconsistently in varying or similar circumstances, without any accountability to any Recipient, except only as otherwise expressly provided by this Plan or any Agreement with such Recipient. Any decision, determination, direction or other action of the Committee in the administration of this Plan shall be final, binding and conclusive for all purposes, subject only to the further exercise of authority of the Committee hereunder. SECTION 5. ELIGIBILITY Exhibit B - 5 01435\040\8330589.v3

 
Awards may be granted only to Recipients; provided that no Outside Director or Consultant may be granted an ISO Award. SECTION 6. RESTRICTED STOCK AND RESTRICTED STOCK UNIT (RSU) AWARDS (A) Grant. Any Recipient may receive one or more Restricted Stock Awards or RSU Awards. (B) Restricted Periods. The Restricted Period for each Restricted Stock Award or RSU Award shall be set forth in the applicable Agreement. Except as otherwise provided in the applicable Agreement on a termination of employment or engagement, or pursuant to section 9 hereof in the event of a Change in Control, each Restricted Stock Award or RSU Award shall have such Restricted Period and be subject to such Performance Goals as the Committee may determine. Except as otherwise provided in the applicable Agreement or as determined by the Committee, if a Restricted Stock Award or RSU Award is made to a Recipient whose employment or service as a director or Consultant subsequently terminates for any reason before the lapse of all restrictions thereon, such Restricted Stock or RSU with respect to which such restrictions shall not have lapsed shall be forfeited to that extent by such Recipient. (C) Certain Restricted Stock Award Provisions. (1) Stockholder Rights. On the granting of a Restricted Stock Award, a Recipient shall be entitled to all rights incident to ownership of Common Stock of the Company with respect to his or her Restricted Stock, including the right to vote such shares of Restricted Stock and to receive dividends thereon when, as and if paid in cash or shares of Restricted Stock, as set forth in the applicable Agreement or as determined by the Committee. Each grant of Restricted Stock may be made without additional consideration or in consideration of a payment by such Recipient that is less than the Fair Market Value at the date of grant. (2) Certificates; Dividends on Restricted Stock; Restrictions on Transferability. During the Restricted Period, each certificate representing Restricted Stock shall be registered in the respective Recipient’s name and bear a restrictive legend to the effect that ownership of such Restricted Stock and the enjoyment of all rights appurtenant thereto are subject to the restrictions, terms and conditions provided in this Plan and the applicable Agreement. Each such certificate shall be deposited by the Recipient with the Company, together with stock powers or other instruments of assignment, each endorsed in blank, that will permit transfer to the Company of all or any portion of the Restricted Stock that may be forfeited in accordance with this Plan and the applicable Agreement. Restricted Stock shall constitute issued and outstanding shares of Common Stock for all corporate purposes, except that: (i) no Recipient will be entitled to delivery of a certificate representing Restricted Stock until expiration of the restrictions applicable thereto; (ii) the Company will retain custody of all Restricted Stock issued as a dividend or otherwise with respect to an Award of Restricted Stock, which shall be subject to the same restrictions, terms and conditions as are applicable to the awarded Restricted Stock, until such time, if ever, as such Restricted Stock becomes vested, and no Restricted Stock shall bear interest or be segregated in separate accounts; (iii) subject to section 13(B) hereof, no Recipient shall have any right or power to sell, assign, transfer, pledge, hypothecate, exchange, encumber or otherwise dispose of any Restricted Stock during the applicable Restricted Period; and (iv) unless otherwise determined and directed by the Committee, a breach of any restriction, term or condition in this Plan or the applicable Agreement or established by the Committee with respect to any Restricted Stock will cause a forfeiture of such Restricted Stock, including any Restricted Stock issued as a dividend or otherwise with respect thereto. (D) Certain Restricted Stock Unit (RSU) Award Provisions. Exhibit B - 6 01435\040\8330589.v3

 
(1) General. Each grant of Restricted Stock Units shall constitute an agreement by the Company to issue or deliver shares of Common Stock or cash to the Recipient thereof following the end of the applicable Restricted Period in consideration of the performance of services. Each such grant of Restricted Stock Units may be made without additional consideration or in consideration of a payment by such Recipient that is less than the Fair Market Value at the date of grant. (2) No Stockholder Rights. A Recipient who receives an RSU Award shall not have any rights as a stockholder with respect to the shares of Common Stock subject to such RSUs until such time, if any, as shares of Common Stock are delivered to such Recipient pursuant to the applicable Agreement. (3) Payment. Unless otherwise determined by the Committee, each Agreement relating to an RSU Award shall set forth the payment date for such RSU Award, which date shall not be earlier than the end of the applicable Restricted Period. Payment of earned Restricted Stock Units may be made in one or more installments and may be made wholly in cash, wholly in shares of Common Stock or a combination thereof, as determined by the Committee. SECTION 7. OPTION AWARDS (A) Grant. Any Recipient may receive one or more Option Awards. (B) Designation and Price. (1) Any Option granted under this Plan may be granted as an ISO or as an NQSO as shall be determined by the Committee at the time of the grant of such Option. Only Participants may be granted ISOs. Each Option shall, as directed by the Committee, be evidenced by an Agreement, which shall specify whether the Option is an ISO or an NQSO and shall contain such terms and conditions as the Committee may determine in accordance with this Plan. (2) Every ISO or NQSO shall provide for a fixed expiration date of not later than ten years from the date that such ISO or NQSO is granted. (3) The Exercise Price pursuant to each Option shall be fixed by the Committee at the time of the granting of the Option, but shall not in any event be less than the Fair Market Value on the date that such Option is granted, subject to adjustment as provided in section 11 hereof. (C) Exercise. The Committee may provide for Options granted under this Plan to be exercisable as a whole at any time or in part from time to time. Shares of Common Stock to be issued on any exercise of an Option will be issued after the Company receives (i) notice (in such form as the Committee may require) from the holder thereof of the exercise of such Option, and (ii) payment as provided in section 7(D) hereof of the aggregate Exercise Price for all shares with respect to which such Option is exercised. Each such notice and payment shall be delivered at such place and in such manner as the Committee may specify from time to time. (D) Payment. The Exercise Price for the shares of Common Stock issuable on the exercise of an Option shall be paid in full at the time of such exercise either in cash or by such other means as the Committee may approve, which may include tendering unencumbered shares of Common Stock then owned by the Recipient Exhibit B - 7 01435\040\8330589.v3

 
exercising such Option having an aggregate Fair Market Value at the time of such exercise equal to the aggregate Exercise Price of the shares being purchased on such exercise or cashless exercise through a securities broker. (E) Expiration or Termination of Awards. (1) Participants. (a) Except as otherwise provided in the applicable Agreement or as determined by the Committee, if a Participant who holds an outstanding Option dies while employed, during the period when such Participant, if Disabled, would be entitled to exercise such Option, or after such Participant’s Retirement, then such Option shall be exercisable, at any time or from time to time, before the fixed termination date set forth in such Option, by the Beneficiaries of the decedent for the number of shares that such Participant could have acquired on exercise of such Option immediately before such Participant’s death. (b) Except as otherwise provided in the applicable Agreement or as determined by the Committee, if the employment of a Participant who holds an outstanding Option ceases by reason of Disability at any time during the term of the Option, such Option shall be exercisable, at any time or from time to time, before the fixed termination date set forth in such Option, by such Participant or his or her Personal Representative for the number of shares that such Participant could have acquired on exercise of such Option immediately before such Participant’s Disability. (c) Except as otherwise provided in the applicable Agreement or as determined by the Committee, if the employment of any Participant who holds an outstanding Option ceases by reason of Retirement, such Option shall be exercisable, at any time or from time to time, before the fixed termination date set forth in such Option, for the number of shares that such Participant could have acquired on exercise of such Option immediately before such Participant’s Retirement. (d) Notwithstanding any provision of this Plan to the contrary, any Option may, in the discretion of the Committee or as provided in the applicable Agreement, become exercisable, at any time or from time to time, before the fixed termination date set forth in the Agreement relating to such Option, for the full number of shares subject to such Option or any thereof, less such number as shall theretofore have been acquired on exercise of such Option, from and after the time the Participant ceases to be an Employee as a result of the sale or other disposition by the Company or any Subsidiary of assets or property (including shares of any Subsidiary) in respect of which such Participant shall theretofore have been employed or as a result of which such Participant’s continued employment is no longer required. (e) Except as otherwise provided in subsections (a), (b), (c) and (d) of this section 7(E)(1) and sections 9(D) and 13(I) hereof, if the employment of any Participant who holds an outstanding Option ceases, such Option shall be exercisable, at any time or from time to time, before the earlier of the fixed termination date set forth in the Agreement relating to such Option and the ninetieth day after the cessation of such Participant’s employment, for the number of shares that such Participant could have acquired on exercise of such Option immediately before the cessation of such Participant’s employment; provided that such Option shall terminate on and as of such earlier date. (2) Outside Directors and Consultants. Exhibit B - 8 01435\040\8330589.v3

 
(a) Except as otherwise provided in the applicable Agreement or as determined by the Committee, if the service of any Outside Director or Consultant who holds an outstanding Option ceases by reason of Retirement, death or Disability, such Option shall be exercisable, at any time or from time to time, before the fixed termination date set forth in the Agreement relating to such Option, by such Outside Director or Consultant, his or her Personal Representative or his or her Beneficiaries for the number of shares that such Outside Director or Consultant could have acquired on exercise of such Option immediately before such Outside Director’s or Consultant’s Retirement, death or Disability. (b) Except as otherwise provided in subsection (a) of this section 7(E)(2) and sections 9(D) and 13(I) hereof, if the service of any Outside Director or Consultant who holds an outstanding Option ceases, such Option shall be exercisable, at any time or from time to time, before the earlier of the fixed termination date set forth in the Agreement relating to such Option and the ninetieth day after the cessation of such Outside Director’s or Consultant’s service, for the number of shares that such Outside Director or Consultant could have acquired on exercise of such Option immediately before the cessation of such Outside Director’s or Consultant’s service; provided that such Option shall terminate on and as of such earlier date. SECTION 8. CONTINUED EMPLOYMENT Nothing in this Plan, or in any Award granted pursuant to this Plan, shall confer on any Person any right to continue in the employment of, or service to, the Company or any Subsidiary or limit, interfere with or otherwise affect in any way the right of the Company or any Subsidiary to terminate any Recipient’s employment or service at any time. SECTION 9. CHANGE IN CONTROL (A) Restricted Stock and RSU Awards. On a Change in Control, except as otherwise provided in the applicable Agreement and subject to compliance with Code section 409A, either: (i) the surviving or resulting corporation or the successor to the business of the Company shall substitute similar benefits for the Restricted Stock Awards and RSU Awards outstanding under this Plan; or (ii) such Restricted Stock Awards or RSU Awards shall continue in full force and effect; provided that, if such surviving or resulting corporation or such successor refuses to substitute similar benefits for such Restricted Stock Awards and RSU Awards and refuses to continue such Restricted Stock Awards and RSU Awards in full force and effect, and if the nature and terms of employment or engagement, including compensation and benefits, of the respective Recipients will change significantly as a result of the Change in Control, then the Restricted Period relating to each such Restricted Stock Award or RSU Award shall terminate, and from and after such Change in Control, each such Restricted Stock Award or RSU Award shall be free of all other restrictions for all shares of Restricted Stock or RSUs that shall not theretofore have been acquired under the applicable Agreement. (B) Option Awards. On a Change in Control, except as otherwise provided in the applicable Agreements, either: (i) the surviving or resulting corporation or the successor to the business of the Company shall assume all Options outstanding under this Plan or shall substitute similar options for those outstanding under this Plan, or (ii) such Options shall continue in full force and effect; provided that, if such surviving or resulting corporation or such successor refuses to assume or continue such Options or to substitute similar options for those outstanding under this Plan, and if the nature and terms of employment or engagement, including compensation and benefits, of the Exhibit B - 9 01435\040\8330589.v3

 
respective Recipients will change significantly as a result of the Change in Control, then each such Option shall become immediately exercisable for the full number of shares subject to such Option or any thereof, less such number as shall theretofore have been acquired on exercise of such Option, and shall be terminated if not exercised before or at the time of such Change of Control. (C) Cash-Out of Awards. In connection with a Change in Control, notwithstanding any of the foregoing provisions of this section 9 to the contrary, the Committee may, either pursuant to the applicable Agreement or by resolution adopted before the Change in Control, provide that any outstanding Award (or a portion thereof) shall, on such Change in Control, be cancelled in exchange for payment in cash of the amount, if any, by which the aggregate Fair Market Value of the shares of Common Stock subject to such Award exceeds the aggregate Exercise Price therefor. SECTION 10. WITHHOLDING TAXES Federal, state or local law may require the withholding of taxes resulting from the grant or vesting of an Award or the exercise of an Option. The Company may permit or require (subject to such conditions or procedures as may be established by the Committee) any such tax withholding obligation of a Participant to be satisfied by any of the following means, or by any combination of such means: (i) cash payment by such Participant to the Company; (ii) withholding from the shares of Common Stock otherwise issuable to such Participant pursuant to the vesting or exercise of an Award of a number of shares of Common Stock having an aggregate Fair Market Value, as of the Tax Date, sufficient to satisfy the withholding tax obligation; or (iii) delivery by the Participant to the Company of a number of shares of Common Stock having an aggregate Fair Market Value, as of the Tax Date, sufficient to satisfy the withholding tax obligation arising from the vesting or exercise of an Award. If the payment or delivery specified in clause (i) or (iii) of the preceding sentence is required but is not paid by a Participant, the Company may refuse to issue Common Stock to such Participant under this Plan. SECTION 11. ADJUSTMENTS ON CHANGES IN CAPITALIZATION In the event of any change in the outstanding Common Stock of the Company by reason of any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination, exchange of shares, split-up, split-off, spin-off, liquidation or other similar change in capitalization, or any distribution to common stockholders other than normal cash dividends, the number or kind of shares that may be issued under this Plan pursuant to section 3 hereof and the number or kind of shares subject to, or the price per share under any outstanding Award, shall be adjusted, automatically and without notice, so that the proportionate interests of the Recipients shall be maintained as before the occurrence of such event; provided that no adjustment shall be made pursuant to this section 11 that would (i) cause any Option intended to qualify as an ISO to fail to qualify as an ISO, (ii) cause an Award that is otherwise exempt from Code section 409A to become subject to Code section 409A, or (iii) cause an Award that is subject to Code section 409A to fail to satisfy the requirements of Code section 409A. SECTION 12. AMENDMENT AND TERMINATION The Committee may amend this Plan at any time or from time to time; provided that: (i) the Committee may not, without approval by the Board, materially increase the benefits provided to Recipients under this Plan; (ii) any amendment with respect to Restricted Stock Awards or RSU Awards granted to Outside Directors must be approved by the Board; and (iii) no amendment that requires stockholder approval in order for this Plan to continue to comply with any provision of the Exchange Act, any rule promulgated by the Securities and Exchange Commission under the Exchange Act, any rule of the New York Stock Exchange or any other securities exchange on Exhibit B - 10 01435\040\8330589.v3

 
which shares of Common Stock are listed, or any other applicable law, rule or regulation, shall be effective unless such amendment shall be approved by the requisite vote of stockholders of the Company within the time period required under such provision. Without the approval of the stockholders of the Company, (i) neither the Board nor the Committee will authorize the amendment of any outstanding Option to reduce the Exercise Price thereof, except for adjustments made pursuant to section 11 hereof, (ii) no outstanding Option will be cancelled and replaced with another Option Award having a lower Exercise Price, or for another Award, or for cash, except as provided in section 9 or 11 hereof, and (iii) no Option will provide for the payment, at the time of exercise, of a cash bonus or grant or sale of another Award; provided that this sentence is intended to prohibit, without stockholder approval, the re-pricing of Options that have Exercise Prices above Fair Market Value and will not be construed to limit or prohibit any adjustment pursuant to section 9 or 11 hereof. The Committee may terminate this Plan at any time; provided that such termination shall not affect any Awards theretofore made or any stock options theretofore granted under either of the Prior Plans and such Awards and stock options shall continue to be subject to all terms and conditions of this Plan (including the second paragraph of section 1 hereof) notwithstanding such termination. SECTION 13. MISCELLANEOUS PROVISIONS (A) No Rights to Awards. No Person has or shall have any claim or right to be granted an Award under this Plan. (B) Assignment and Transfer. No right or interest of any Recipient under this Plan or in any Award may be assigned or transferred as a whole or in part, directly or indirectly, by operation of law or otherwise (except by will or the laws of descent and distribution), including by way of execution, levy, garnishment, attachment, pledge or bankruptcy or in any other manner, and no such rights or interests of any Recipient in this Plan shall be subject to any obligation or liability of such Recipient; provided that the Committee may determine that a Recipient’s rights and interests under this Plan or in any Award may be made transferable by such Recipient during his or her lifetime, subject to such conditions as the Committee may specify. Except as provided in section 6 hereof, no Award shall entitle the Recipient thereof, as such, or any of such Recipient’s Beneficiaries or Personal Representative, to any rights of a stockholder of the Company, unless and until shares subject to such Award are issued to and registered on the Company’s records in the name or names of such Recipient, Beneficiaries or Personal Representative, as the case may be, and then only with respect to such shares. (C) Compliance with Legal and Exchange Requirements. This Plan, the grant and exercise of Awards hereunder, the issuance of Common Stock and other interests hereunder, and the other obligations of the Company under this Plan and any Agreement, shall be subject to all applicable federal and state laws, rules and regulations, and to such approvals by any regulatory or governmental agency as the Committee may determine are necessary or advisable. The Company or the Committee may postpone the grant or exercise of any Award, the issuance or delivery of Common Stock under any Award or any other action permitted under this Plan to permit the Company, with reasonable diligence, to complete such stock exchange listing or registration or qualification of such Common Stock or other required action under any federal or state law, rule or regulation and may require any Recipient to make such representations and furnish such information as the Committee may consider appropriate in connection with the issuance or delivery of Common Stock in compliance with any and all applicable laws, rules and regulations. The Company shall not be obligated by virtue of any provision of this Plan or any Agreement to recognize the exercise of any Award or otherwise to sell or issue Common Stock in violation of any such law, rule Exhibit B - 11 01435\040\8330589.v3

 
or regulation. Any postponement of the exercise or settlement of any Award under this section 13(C) shall not extend the term of any Award. Neither the Company nor any Subsidiary nor any director or officer of the Company shall have any obligation or liability to any Recipient with respect to any Award (or Common Stock issuable thereunder) that shall lapse because of any such postponement. (D) Section 409A. Awards granted under this Plan shall be designed and administered in a manner that they are either exempt from the application of, or comply with, the requirements of Code section 409A. To the extent that the Committee determines that any Award is subject to Code section 409A, the Agreement relating to such Award shall incorporate terms and conditions necessary to avoid the imposition on the Recipient of additional tax under Code section 409A. Notwithstanding anything to the contrary in this Plan or any Agreement (unless such Agreement provides otherwise with specific reference to this section 13(D)): (i) no Award shall be granted, deferred, accelerated, extended, paid, settled, substituted or modified under this Plan in a manner that would result in the imposition on a Recipient of additional tax under Code section 409A; and (ii) if an Award is subject to Code section 409A, and if the Recipient to whom such Award is granted is a “specified employee” (as defined in Code section 409A, with such classification to be determined in accordance with methodology established by the Company), no distribution or payment of any amount under such Award shall be made before a date that is six months following the date of such Recipient’s “separation from service” (as defined in Code section 409A) or, if earlier, the date of such Recipient’s death. The Company intends to administer this Plan so that Awards will be exempt from, or will comply with, the requirements of Code section 409A; provided that the Company does not and shall not make any representation or warranty that any Award under this Plan will qualify for favorable tax treatment under Code section 409A or any other provision of federal, state, local or foreign law. The Company shall not be liable to any Recipient for any tax, interest or penalties a Recipient might owe as a result of the grant, holding, vesting, exercise or payment of any Award. (E) Ratification and Consent. By accepting any Award under this Plan, each Recipient and each Personal Representative or Beneficiary claiming under or through such Recipient shall be conclusively deemed to have accepted, ratified and consented to all of the terms and conditions of this Plan and any and all action taken under this Plan by the Company, any Subsidiary, the Board or the Committee. (F) Other Compensation. Nothing in this Plan shall prevent, limit or otherwise affect the right, power and authority of the Board with respect to any other or additional compensation arrangements. (G) Grant Date. Each Recipient shall be deemed to have been granted an Award on the date that the Committee grants such Award under this Plan or such later date as the Committee shall determine at the time such grant is authorized. (H) No Fractional Shares. No fractional shares shall be issued or delivered pursuant to this Plan or any Award. The Committee shall determine whether cash or other property shall be issued or paid in lieu of fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated. (I) Forfeiture Provision. Except as otherwise expressly provided by the applicable Agreement, the Committee may require a Recipient to forfeit all unexercised, unearned, unvested or unpaid Awards, if: (1) the Recipient, while employed by the Company or any Subsidiary, prepares to engage or engages, directly or indirectly, without the written consent of the Company, in any manner or capacity, as principal, agent, partner, officer, director, employee or otherwise, in any business or activity competitive with any business conducted by the Company or any Subsidiary, as determined by the Committee; Exhibit B - 12 01435\040\8330589.v3

 
(2) the Recipient performs any act or engages in any activity that the Committee determines is materially detrimental to the best interests of the Company or any Subsidiary; or (3) the Recipient materially breaches any agreement with or duty to the Company or any Subsidiary, including any non-competition agreement, non-solicitation agreement, confidentiality or non-disclosure agreement, or assignment of inventions or ownership of works agreement, as determined by the Committee. (J) Participants Outside the United States. Notwithstanding any provision of this Plan to the contrary, to comply with the laws of other countries in which the Company and the Subsidiaries operate or have Employees or Consultants, the Committee shall have the power and authority to: (i) determine which Subsidiaries shall be covered by this Plan; (ii) determine which Employees or Consultants outside the United States are eligible to participate in this Plan; (iii) modify the terms and conditions of any Award granted to Employees or Consultants outside the United States to comply with applicable foreign laws; (iv) modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable; and (v) take any action, before or after an Award is made, that it deems necessary or advisable to obtain approval or comply with any government regulatory exemption or requirement; provided that the Committee is not authorized to take any action hereunder, and no Awards shall be granted, that would violate any applicable law. (K) Successors. All obligations of the Company under this Plan and with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or other event, or a sale or disposition of all or substantially all of the business or assets of the Company, and references to the “Company” herein and in any Agreements shall be deemed to refer to such successors. (L) Severability. If any provision of this Plan, or the application of such provision to any Person or circumstance, shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Plan, or the application of such provision to Persons or circumstances other than those to which it is held to be invalid or unenforceable, shall not be affected thereby. (M) Construction. The headings of the sections hereof are for convenience of reference only and are not part of this Plan. As used herein, each gender includes each other gender, and the singular includes the plural and vice versa, as the context may require. Reference herein to any section includes reference to each and all subsections of such section. For purposes of this Plan, each of the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” (N) Governing Law. This Plan shall be governed by and interpreted and construed in accordance with the laws of the State of Delaware. SECTION 14. EFFECTIVENESS OF THIS PLAN This amended and restated Plan shall be submitted to the stockholders of the Company for their approval at their annual meeting scheduled to be held on April 21, 2015, or at such other annual or special meeting as the Board may specify, or any adjournment or postponement thereof. This Plan will be effective as of the date of its approval by the stockholders of the Company. Exhibit B - 13 01435\040\8330589.v3

 
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Debt issuance costs Payments of Debt Issuance Costs Repurchase of common stock Payments for Repurchase of Common Stock Issuance of Company’s common stock Proceeds from Stock Options Exercised Excess tax benefit of options exercised and restricted stock units vested Excess Tax Benefit from Share-based Compensation, Financing Activities Dividends paid Payments of Ordinary Dividends, Common Stock Cash paid on behalf of employees for shares withheld Payments Related to Tax Withholding for Share-based Compensation Net cash used in financing activities Net Cash Provided by (Used in) Financing Activities, Continuing Operations Effect of exchange rate changes on cash Effect of Exchange Rate on Cash and Cash Equivalents, Continuing Operations Net decrease in cash and cash equivalents Net Cash Provided by (Used in) Continuing Operations Cash and cash equivalents at beginning of year Cash and Cash Equivalents, at Carrying Value Cash and cash equivalents at end of year Supplemental Disclosure of Cash Flow Information Supplemental Cash Flow Information [Abstract] Cash paid during the year for Supplemental Cash Flow, Cash Paid [Abstract] -- None. No documentation exists for this element. -- Interest Interest Paid, Excluding Capitalized Interest, Operating Activities Income taxes Income Taxes Paid Noncash activity during the year for Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] Noncash capital expenditures Noncash or Part Noncash Acquisition, Fixed Assets Acquired Capital lease obligations Capital Lease Obligations Contingent consideration for acquisition Issuance of Company's common stock for compensation Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures Dividends declared but not paid Dividends Payable Equity [Abstract] Stockholders' Equity Stockholders' Equity Note Disclosure [Text Block] Quarterly Financial Information Disclosure [Abstract] Selected Quarterly Financial Data (Unaudited) Quarterly Financial Information [Text Block] Document and Entity Information -- None. No documentation exists for this element. -- Entity Registrant Name Entity Registrant Name Entity Central Index Key Entity Central Index Key Document Type Document Type Document Period End Date Document Period End Date Amendment Flag Amendment Flag Current Fiscal Year End Date Current Fiscal Year End Date Entity Well-known Seasoned Issuer Entity Well-known Seasoned Issuer Entity Voluntary Filers Entity Voluntary Filers Entity Current Reporting Status Entity Current Reporting Status Entity Filer Category Entity Filer Category Entity Small Business Entity Small Business Entity Emerging Growth Company Entity Emerging Growth Company Entity Shell Company Entity Shell Company Entity Public Float Entity Public Float Entity Common Stock, Shares Outstanding Entity Common Stock, Shares Outstanding Document Fiscal Year Focus Document Fiscal Year Focus Document Fiscal Period Focus Document Fiscal Period Focus Equity Method Investments and Joint Ventures [Abstract] Equity Investments Equity Method Investments and Joint Ventures Disclosure [Text Block] Statement of Comprehensive Income [Abstract] Other comprehensive income: Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract] Translation adjustment, net of tax expense of $0, $0 and ($222) for 2018, 2017 and 2016, respectively Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent Unamortized pension adjustments, net of tax benefit (expense) of ($59), $37 and $88, for 2018, 2017 and 2016, respectively Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax and Reclassification Adjustment, Attributable to Parent Comprehensive income Comprehensive Income (Loss), Net of Tax, Attributable to Parent Property, Plant and Equipment [Abstract] Property, Plant and Equipment Property, Plant and Equipment Disclosure [Text Block] Payables and Accruals [Abstract] Accrued Liabilities Accounts Payable and Accrued Liabilities Disclosure [Text Block] Statement of Financial Position [Abstract] ASSETS Assets [Abstract] Current assets Assets, Current [Abstract] Cash and cash equivalents Trade accounts receivable, net Accounts Receivable, Net, Current Inventories Inventory, Net Other current assets Other Assets, Current Total current assets Assets, Current Property, plant and equipment, net Property, Plant and Equipment, Net Goodwill Goodwill Equity investment (see Note 11) Equity Method Investments Intangible assets, net Intangible Assets, Net (Excluding Goodwill) Other noncurrent assets Other Assets, Noncurrent Total assets Assets LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities and Equity [Abstract] Current liabilities Liabilities, Current [Abstract] Trade accounts payable Accounts Payable, Current Accrued liabilities Accrued Liabilities, Current Accrued profit sharing trust contributions Other Deferred Compensation Arrangements, Liability, Current Accrued cash profit sharing and commissions Deferred Compensation Cash-based Arrangements, Liability, Current Total current liabilities Liabilities, Current Deferred income tax and other long-term liabilities Liabilities, Noncurrent Total liabilities Liabilities Commitments and contingencies (see Note 14) Commitments and Contingencies Stockholders’ equity Stockholders' Equity Attributable to Parent [Abstract] Preferred stock, par value $0.01; authorized shares, 5,000; issued and outstanding shares, none Preferred Stock, Value, Issued Common stock, par value $0.01; authorized shares, 160,000; issued and outstanding shares, 44,998, and 46,745 at December 31, 2018 and 2017, respectively Common Stock, Value, Issued Additional paid-in capital Additional Paid in Capital, Common Stock Retained earnings Retained Earnings (Accumulated Deficit) Treasury stock Treasury Stock, Value Accumulated other comprehensive loss Total stockholders’ equity Stockholders' Equity Attributable to Parent Total liabilities and stockholders’ equity Liabilities and Equity Net Income per Share Earnings Per Share [Text Block] Operations and Summary of Significant Accounting Policies Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] Income Tax Disclosure [Abstract] Deferred tax assets Deferred Tax Assets, Net [Abstract] State tax Deferred Tax Assets, Operating Loss Carryforwards, State and Local Workers’ compensation Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Employee Compensation Health claims Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Employee Benefits Vacation liability Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Compensated Absences Allowance for doubtful accounts Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Allowance for Doubtful Accounts Inventories Deferred Tax Assets, Inventory Sales incentive and advertising allowances Deferred Tax Assets, Tax Deferred Expense Sales Incentive and Advertising Allowances The tax effect as of the balance sheet date of the amount of the estimated future tax deductions arising from sales incentive and advertising allowances which can only be realized if sufficient tax-basis income is generated in future periods to enable the deduction to be taken. Stock-based compensation Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost Unrealized foreign exchange gain or loss Deferred Tax Assets, Unrealized Currency Losses Foreign tax credit carryforwards Deferred Tax Assets, Tax Credit Carryforwards, Foreign Uncertain tax positions’ unrecognized tax benefits Deferred Tax Assets, Uncertain Tax Positions The tax effect as of the balance sheet date of the amount of the estimated future tax deductions arising from uncertain tax positions. Foreign tax loss carry forward Deferred Tax Assets, Operating Loss Carryforwards, Foreign Other Deferred Tax Assets, Other Deferred tax assets, gross Deferred Tax Assets, Gross Less valuation allowances Deferred Tax Assets, Valuation Allowance Deferred tax assets, net, noncurrent Deferred Tax Assets, Net of Valuation Allowance, Noncurrent Deferred tax liabilities Deferred Tax Liabilities, Gross, Classification [Abstract] Depreciation Deferred Tax Liabilities, Property, Plant and Equipment Goodwill and other intangibles amortization Deferred Tax Liabilities, Goodwill and Intangible Assets Tax effect on cumulative translation adjustment Deferred Tax Liabilities, Unrealized Currency Transaction Gains Deferred tax liabilities Deferred Tax Liabilities, Gross, Noncurrent Total Deferred tax asset/(liability) Deferred Tax Liabilities, Net Operating Loss Carryforwards [Table] Operating Loss Carryforwards [Table] Geographical [Axis] Geographical [Axis] Geographical [Domain] Geographical [Domain] Adjustments for New Accounting Pronouncements [Axis] Adjustments for New Accounting Pronouncements [Axis] Type of Adoption [Domain] Type of Adoption [Domain] Income Tax Authority [Axis] Income Tax Authority [Axis] Income Tax Authority [Domain] Income Tax Authority [Domain] Operating loss carryforwards Operating Loss Carryforwards [Line Items] Deferred tax assets, net, noncurrent Pre-tax loss carryforwards Operating Loss Carryforwards Accounting for Stock-Based Compensation Share-based Compensation, Allocation and Classification in Financial Statements [Abstract] Requisite service period for options to vest Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period Vesting period Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period Revenue from Contract with Customer [Abstract] Disaggregation of Revenue [Table] Disaggregation of Revenue [Table] ASC 606 Accounting Standards Update 2014-09 [Member] Segments [Axis] Segments [Axis] Segments [Domain] Segments [Domain] Wood construction products Wood Construction [Member] Represents information pertaining to wood construction product of the entity. Concrete construction products Concrete Construction [Member] Represents information pertaining to concrete construction product of the entity. Other Other Products [Member] Represents information pertaining to other products. Disaggregation of Revenue [Line Items] Disaggregation of Revenue [Line Items] Percentage of net sales Revenue from Contract with Customer, Percentage Revenue from Contract with Customer, Percentage Schedule of Finite-Lived Intangible Assets [Table] Schedule of Finite-Lived Intangible Assets [Table] North America North America Segment [Member] The North America component of an entity for which there is an accounting requirement to report separate financial information on that component in the entity's financial statements. Europe Europe [Member] Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets, Major Class Name [Domain] Finite-Lived Intangible Assets, Major Class Name [Domain] Patents Patents [Member] Unpatented Technology Unpatented Technology [Member] Noncompete Agreements Trademarks and Other Noncompete Agreements Trademarks and Other [Member] Represent the information about non-compete agreements, Trademarks and other intangible assets. Customer Relationships Customer Relationships [Member] Amortizable Intangible assets Finite-Lived Intangible Assets [Line Items] Finite-Lived Intangible Asset, Useful Life Finite-Lived Intangible Asset, Useful Life Gross Carrying Amount Finite-Lived Intangible Assets, Gross Accumulated Amortization Finite-Lived Intangible Assets, Accumulated Amortization Amortization of Intangible Assets Amortization of Intangible Assets Finite-lived Intangible Assets Acquired Finite-lived Intangible Assets Acquired Reclassifications Finite Lived Intangible Assets Reclassifications Represents the finite-lived intangible assets reclassified during the period. Goodwill, Other Increase (Decrease) Goodwill, Other Increase (Decrease) Foreign exchange Finite Lived Intangible Assets, Foreign Currency Translation Gain (Loss) Finite Lived Intangible Assets Removal of Fully Amortized Assets, Gross Finite Lived Intangible Assets Removal of Fully Amortized Assets, Gross Represents the gross carrying value for removal of fully amortized finite-lived intangible assets. Accumulated amortization of removal of fully amortized asset Finite Lived Intangible Assets Removal of Fully Amortized Assets, Accumulated Amortization Represents the accumulated amortization of removal of fully amortized finite-lived intangible assets. Finite Lived Intangible Assets Removal of Fully Amortized Assets, Net Finite Lived Intangible Assets Removal of Fully Amortized Assets, Net Finite Lived Intangible Assets Removal of Fully Amortized Assets, Net 2019 Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months 2020 Finite-Lived Intangible Assets, Amortization Expense, Year Two 2021 Finite-Lived Intangible Assets, Amortization Expense, Year Three 2022 Finite-Lived Intangible Assets, Amortization Expense, Year Four 2023 Finite-Lived Intangible Assets, Amortization Expense, Year Five Thereafter Finite-Lived Intangible Assets, Amortization Expense, after Year Five Finite-Lived Intangible Assets, Net Finite-Lived Intangible Assets, Net Increase (Decrease) in Other Current Assets Schedule of Indefinite-Lived Intangible Assets [Table] Schedule of Indefinite-Lived Intangible Assets [Table] Europe Europe Segment [Member] The Europe component of an entity for which there is an accounting requirement to report separate financial information on that component in the entity's financial statements. Indefinite-lived Intangible Assets [Axis] Indefinite-lived Intangible Assets [Axis] Indefinite-lived Intangible Assets, Major Class Name [Domain] Indefinite-lived Intangible Assets, Major Class Name [Domain] Trade Name Trade Names [Member] Indefinite-Lived Intangible Assets Indefinite-lived Intangible Assets [Line Items] Accumulated Amortization Sales incentive and advertising accruals Accrued Sales Incentive and Advertising, Current Carrying value as of the balance sheet date of obligations incurred through that date for sales incentives and advertising. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Vacation liability Accrued Vacation, Current Dividend payable Dividends Payable, Current Labor related liabilities Other Employee-related Liabilities, Current Sales taxes payable and other Other Accrued Liabilities, Current Accrued liabilities Statement of Stockholders' Equity [Abstract] Statement [Table] Statement [Table] Common Stock Common Stock [Member] Additional Paid-in Capital Additional Paid-in Capital [Member] Retained Earnings Retained Earnings [Member] Accumulated Other Comprehensive Income (Loss) AOCI Attributable to Parent [Member] Treasury Stock Treasury Stock [Member] Statement [Line Items] Statement [Line Items] Increase (Decrease) in Stockholders' Equity [Roll Forward] Increase (Decrease) in Stockholders' Equity [Roll Forward] Balance Balance (in shares) Common Stock, Shares, Issued Net income Net Income (Loss) Available to Common Stockholders, Basic Translation adjustment, net of tax Pension adjustment, net of tax Adoption of new accounting standards Cumulative Effect of New Accounting Principle in Period of Adoption Options exercised Stock Issued During Period, Value, Stock Options Exercised Options exercised (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period Stock-based compensation expense Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition Tax benefit of options exercised Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net Repurchase of common stock Treasury Stock, Value, Acquired, Cost Method Repurchase of common stock (in shares) Treasury Stock, Shares, Acquired Retirement of common stock Treasury Stock, Retired, Cost Method, Amount Cash dividends declared on common stock, $0.87 per share Dividends, Common Stock, Cash Shares issued from release of restricted stock units Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures Shares issued from release of restricted stock units (in shares) Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures Common stock issued Common stock issued (in shares) Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures Balance Balance (in shares) Schedule of components of inventories Schedule of Inventory, Current [Table Text Block] Schedule of changes in the carrying amount of goodwill, by segment Schedule of Goodwill [Table Text Block] Schedule of changes in the carrying amounts of finite-lived intangible assets subject to amortization Schedule of Finite Lived Intangible Assets by Segment [Text Block] Tabular disclosure of finite-lived intangible assets by segment. Schedule of estimated future amortization of intangible assets Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] Schedule of finite-lived intangible assets Schedule of Finite-Lived Intangible Assets [Table Text Block] Commitments and Contingencies Commitments and Contingencies Disclosure [Text Block] SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS SEC Schedule, 12-09, Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] Schedule of components of accumulated other comprehensive income Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] Revenue from Contract with Customer Revenue from Contract with Customer [Text Block] Collective Bargaining Arrangements [Table] Collective Bargaining Arrangements [Table] Represents the details of collective bargaining agreements. Legal Entity [Axis] Legal Entity [Axis] Entity [Domain] Entity [Domain] Entity by Location [Axis] Entity by Location [Axis] Location [Domain] Location [Domain] Collective Bargaining Arrangement [Axis] Collective Bargaining Arrangement [Axis] Collective Bargaining Arrangement [Domain] Collective Bargaining Arrangement [Domain] Collective bargaining arrangements Collective Bargaining Arrangements [Line Items] -- None. No documentation exists for this element. -- Percentage of employees represented by labor unions Percentage of Employees as Represented by Labor Unions Represents the percentage of employees who are represented by labor unions. Common stock issued, price per share (in dollars per share) Share Based Compensation, Per Share The amount of each share issued during the period as a result of share-based compensation plans other than an employee stock ownership plan (ESOP). Schedule of accrued liabilities Schedule of Accrued Liabilities [Table Text Block] Reconciliation of basic earnings per share (EPS) to diluted EPS Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Preferred stock, par value (in dollars per share) Preferred Stock, Par or Stated Value Per Share Preferred stock, authorized shares Preferred Stock, Shares Authorized Preferred stock, issued shares Preferred Stock, Shares Issued Preferred stock, outstanding shares Preferred Stock, Shares Outstanding Common stock, par value (in dollars per share) Common Stock, Par or Stated Value Per Share Common stock, authorized shares Common Stock, Shares Authorized Common stock, issued shares Common stock, outstanding shares Common Stock, Shares, Outstanding Retirement Benefits [Abstract] Retirement Plans Pension and Other Postretirement Benefits Disclosure [Text Block] Schedule of Equity Method Investments [Table] Schedule of Equity Method Investments [Table] Ruby Sketch Investment, Name [Axis] Ruby Sketch Investment, Name [Domain] Schedule of Equity Method Investments [Line Items] Schedule of Equity Method Investments [Line Items] Equity Method Investment, Ownership Percentage Equity Method Investment, Ownership Percentage Schedule of provision for income taxes from operations Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] Schedule of income and loss from operations before income taxes Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] Schedule of effective income tax rates reconciliations Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] Schedule of deferred tax assets and liabilities Schedule of Deferred Tax Assets and Liabilities [Table Text Block] Schedule of reconciliation of unrecognized tax benefits, including foreign translation amount Summary of Income Tax Contingencies [Table Text Block] Property, Plant and Equipment Property, Plant and Equipment [Table Text Block] Schedule of minimum rental commitments under all non-cancelable leases Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] Schedule of Contractual Obligations Schedule of Contractual Obligations [Table Text Block] Disclosure of entity's contractual obligations, excluding long-term lease obligations. Schedule of performance of reportable segments Schedule of Segment Reporting Information, by Segment [Table Text Block] Schedule of net sales and long-lived assets by geographical segments Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] Schedule of distribution of the Company's net sales by product group Schedule of Revenue Distributed by Product Information [Table Text Block] Tabular disclosure of the Company's net sales is distributed by product information that is included in the discussion of the nature of the entity's operations. Raw materials Inventory, Raw Materials, Net of Reserves In-process products Inventory, Work in Process, Net of Reserves Finished products Inventory, Finished Goods, Net of Reserves Total inventories Debt Disclosure [Abstract] Line of Credit Facility [Table] Line of Credit Facility [Table] Counterparty Name [Axis] Counterparty Name [Axis] Counterparty Name [Domain] Counterparty Name [Domain] Cisco Systems Capital Corporation Cisco Systems Capital Corporation [Member] Cisco Systems Capital Corporation [Member] Credit Facility [Axis] Credit Facility [Axis] Credit Facility [Domain] Credit Facility [Domain] Line of credit Line of Credit [Member] Primary Revolving Credit Facility Revolving Credit Facility [Member] Variable Rate [Axis] Variable Rate [Axis] Variable Rate [Domain] Variable Rate [Domain] LIBOR London Interbank Offered Rate (LIBOR) [Member] Base rate Base Rate [Member] Debt Debt Instrument [Line Items] Credit facility, total available credit Line of Credit Facility, Current Borrowing Capacity Credit facility, interest rate spread (as a percent) Debt Instrument, Basis Spread on Variable Rate LIBOR Rate Debt Instrument, Variable Rate Base Rate at Period End The reference rate of the variable rate debt instrument at the end of the reporting period. Credit facility, interest rate basis Debt Instrument, Description of Variable Rate Basis Facility fees on the available commitment of the facility (as a percent) Line of Credit Facility, Commitment Fee Percentage Credit facility, remaining borrowing capacity Line of Credit Facility, Remaining Borrowing Capacity Debt Instrument, Interest Rate, Stated Percentage Debt Instrument, Interest Rate, Stated Percentage Total outstanding balances Long-term Debt, Current Maturities Number of Capital Lease Obligations Number of Capital Lease Obligations Number of Capital Lease Obligations Capital Lease Obligations, Term Capital Lease Obligations, Term Capital Lease Obligations, Term Outstanding liability Long-term Debt and Capital Lease Obligations, Current Long-term portion Long-term Debt and Capital Lease Obligations Amount of interest costs incurred, capitalized, and expensed Interest Costs Incurred [Abstract] Interest costs incurred Interest Costs Incurred Less: Interest capitalized Interest Costs Capitalized Interest expense Interest Expense Number of reportable segments Number of Reportable Segments Proceeds from Sale of Property Held-for-sale Proceeds from Sale of Property Held-for-sale Gain (Loss) on Sale of Properties Gain (Loss) on Sale of Properties Schedule of Segment Reporting Information, by Segment [Table] Schedule of Segment Reporting Information, by Segment [Table] Asia/Pacific Asia Pacific Segment [Member] The Asia/Pacific component of an entity for which there is an accounting requirement to report separate financial information on that component in the entity's financial statements. Foreign operating entities Foreign Operating Entities [Member] The outside United States component of an entity for which there is an accounting requirement to report separate financial information on that component in the entity's financial statements. Consolidation Items [Axis] Consolidation Items [Axis] Consolidation Items [Domain] Consolidation Items [Domain] Administrative and all other Corporate, Non-Segment [Member] Intersegment elimination Intersegment Eliminations [Member] Segment Information Segment Reporting Information [Line Items] Net sales Revenue from Contract with Customer, Excluding Assessed Tax Income from operations Operating Income (Loss) Business Combination, Bargain Purchase, Gain Recognized, Amount Significant non-cash charges Significant Noncash Charges Represents the significant non-cash charges. Provision for income taxes Income Tax Expense (Benefit) Capital expenditures and asset acquisitions, net of cash acquired Payments to Acquire Productive Assets Total assets Cash and short-term investments Percentage of cash and cash equivalents Cash and Cash Equivalents, Percentage Represents the percentage of cash and cash equivalent as of the balance sheet date. Schedule of selected quarterly financial data Quarterly Financial Information [Table Text Block] Trade Accounts Receivable, net Loans, Notes, Trade and Other Receivables Disclosure [Text Block] Debt Debt Disclosure [Text Block] Schedule of Revenues from External Customers and Long-Lived Assets [Table] Schedule of Revenues from External Customers and Long-Lived Assets [Table] United States UNITED STATES Canada CANADA United Kingdom UNITED KINGDOM Germany GERMANY France FRANCE Poland POLAND Sweden SWEDEN Denmark DENMARK Norway NORWAY Switzerland SWITZERLAND Australia AUSTRALIA Belgium BELGIUM The Netherlands NETHERLANDS New Zealand NEW ZEALAND Chile CHILE Other countries Other Countries [Member] Represents other countries, which are not mentioned anywhere else. Product and Service [Axis] Product and Service [Axis] Product and Service [Domain] Product and Service [Domain] Net sales and long-lived assets by geographical area Revenues from External Customers and Long-Lived Assets [Line Items] Net Sales Long-Lived Assets Long-Lived Assets Provision for income taxes from continuing operations Income Tax Expense (Benefit), Continuing Operations [Abstract] Current Current Income Tax Expense (Benefit), Continuing Operations [Abstract] Federal Current Federal Tax Expense (Benefit) State Current State and Local Tax Expense (Benefit) Foreign Current Foreign Tax Expense (Benefit) Deferred Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] Federal Deferred Federal Income Tax Expense (Benefit) State Deferred State and Local Income Tax Expense (Benefit) Foreign Deferred Foreign Income Tax Expense (Benefit) Income tax expense (benefit) Income and loss from continuing operations before income taxes Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest [Abstract] Domestic Income (Loss) from Continuing Operations before Income Taxes, Domestic Foreign Income (Loss) from Continuing Operations before Income Taxes, Foreign Income before taxes Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Reconciliations between the statutory federal income tax rates and effective income tax rates Effective Income Tax Rate Reconciliation, Percent [Abstract] Federal tax rate Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent State taxes, net of federal benefit Effective Income Tax Rate Reconciliation, State Income Taxes The portion of the difference between the effective income tax rate and domestic federal statutory income tax rate that can be explained by the state income tax expense or benefit, net of the federal tax benefit (expense) thereon, recorded during the period. Tax benefit of domestic manufacturing deduction Effective Income Tax Rate Reconciliation, Deduction, Qualified Production Activity, Percent Mandatory deemed repatriation of foreign earnings Effective Income Tax Rate Reconciliation, Repatriation of Foreign Earnings, Percent Change in U.S. tax rate applied to deferred taxes Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent Change in U.S. tax rate applied to deferred taxes Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent True-up of prior year tax returns to tax provision Effective Income Tax Rate Reconciliation, Other Adjustments, Percent Difference between United States statutory and foreign local tax rates Effective Income Tax Rate Reconciliation, Local Income Taxes The portion of the difference between the effective income tax rate and domestic federal statutory income tax rate that can be explained by the local income tax expense or benefit, net of the federal tax benefit (expense) thereon, recorded during the period. Change in uncertain tax position Effective Income Tax Rate Reconciliation, Tax Contingency, Percent Other Effective Income Tax Rate Reconciliation Deductions Worthless Stock of Subsidiary The portion of the difference between the effective income tax rate and domestic federal statutory income tax rate attributable to the worthless stock deduction for the entity's investment in its wholly-owned Irish subsidiary under enacted tax laws. Effective income tax rate Effective Income Tax Rate Reconciliation, Percent Trade accounts receivable Accounts Receivable, Gross, Current Allowance for doubtful accounts Allowance for Doubtful Accounts Receivable, Current Allowance for sales discounts Allowance for Sales Discount and Returns Current An allowance for sales discounts and returns for trade and other receivables due to entity within one year (or the normal operating cycle, whichever is longer). Trade accounts receivable, net Contract with Customer, Refund Liability Contract with Customer, Refund Liability Schedule of Goodwill [Table] Schedule of Goodwill [Table] Carrying amount of goodwill by reportable segment Goodwill [Line Items] Goodwill [Roll Forward] Goodwill [Roll Forward] Goodwill, Gross Goodwill, Gross Accumulated impairment losses Goodwill, Impaired, Accumulated Impairment Loss Goodwill acquired Goodwill, Acquired During Period Foreign exchange Goodwill, Foreign Currency Translation Gain (Loss) Business Combinations [Abstract] Schedule of Business Acquisitions, by Acquisition [Table] Schedule of Business Acquisitions, by Acquisition [Table] Business Acquisition [Axis] Business Acquisition [Axis] Business Acquisition, Acquiree [Domain] Business Acquisition, Acquiree [Domain] CG Visions, Inc. [Member] CG Visions, Inc. [Member] Acquisition of CG Visions, Inc. [Member] Gbo Fastening Systems AB [Member] Gbo Fastening Systems AB [Member] Acquisition of Gbo Fastening Systems AB [Member] MS Decoupe [Member] MS Decoupe [Member] MS Decoupe [Member] Europe Segment [Domain] Europe Segment [Domain] The Europe component of an entity for which there is an accounting requirement to report separate financial information on that component in the entity's financial statements. Acquisitions Business Acquisition [Line Items] Cash paid for acquisition Payments to Acquire Businesses, Gross Gain on bargain purchase of a business Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets Intangible assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles Weighted-average amortization period Acquired Finite-lived Intangible Assets, Weighted Average Useful Life Noncurrent Assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Assets Business Combination, Contingent Consideration, Liability Business Combination, Contingent Consideration, Liability Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net Business Combination, Consideration Transferred Business Combination, Consideration Transferred Proceeds from Sales of Business, Affiliate and Productive Assets Proceeds from Sales of Business, Affiliate and Productive Assets Loss on disposal of a business New Accounting Pronouncement, Early Adoption [Table] New Accounting Pronouncement, Early Adoption [Table] Accounting Standards Update 2018-02 [Member] Accounting Standards Update 2018-02 [Member] Accounting Standards Update 2018-02 [Member] Accounting Standards Update 2016-02 [Member] Accounting Standards Update 2016-02 [Member] New Accounting Pronouncement, Early Adoption [Line Items] New Accounting Pronouncement, Early Adoption [Line Items] Operating Lease, Right-of-Use Asset Operating Lease, Right-of-Use Asset Operating Lease, Liability Operating Lease, Liability Schedule of Interest Expense Schedule of Interest Expense [Table Text Block] Tabular disclosure of the amount of interest costs incurred, capitalized and expensed. Cost of sales Cost of Goods and Services Sold Gross profit Gross Profit Research and development and other engineering Research and Development and Other Engineering The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use; (3) to conduct internal product testing; (4) or to provide engineering support to customers in the form of testing services or product uses, specifications or requirements. Selling Selling and Marketing Expense General and administrative General and Administrative Expense Total operating expenses Operating Expenses Net gain on disposal of assets Gain (Loss) on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property Loss in equity investment, before tax Income (Loss) from Equity Method Investments Foreign exchange gain (loss), net Foreign Currency Transaction Gain (Loss), before Tax Interest (expense) income, net Interest Revenue (Expense), Net Gain (adjustment) on bargain purchase of a business Business Combination, Bargain Purchase, Gain (Loss) Recognized, Amount Business Combination, Bargain Purchase, Gain (Loss) Recognized, Amount Earnings per share of common stock: Acquisitions and Dispositions Business Combination Disclosure [Text Block] SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Table] SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Table] SEC Schedule, 12-09, Valuation Allowances and Reserves Type [Axis] SEC Schedule, 12-09, Valuation Allowances and Reserves Type [Axis] SEC Schedule, 12-09, Valuation Allowances and Reserves [Domain] SEC Schedule, 12-09, Valuation Allowances and Reserves [Domain] Allowance for doubtful accounts SEC Schedule, 12-09, Allowance, Credit Loss [Member] Sales Returns and Allowances [Member] Sales Returns and Allowances [Member] Allowance for deferred tax assets SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset [Member] Valuation and qualifying accounts SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] Balance at Beginning of Year SEC Schedule, 12-09, Valuation Allowances and Reserves, Amount Charged to Costs and Expenses SEC Schedule, 12-09, Valuation Allowances and Reserves, Additions, Charge to Cost and Expense Valuation Allowances and Reserves, Charged to Other Accounts SEC Schedule, 12-09, Valuation Allowances and Reserves, Additions, Charge to Other Account Deductions SEC Schedule, 12-09, Valuation Allowances and Reserves, Deduction Balance at End of Year Provisional income tax benefit Tax Cuts And Jobs Act Of 2017, Incomplete Accounting, Provisional Income Tax Expense (Benefit) Tax Cuts And Jobs Act Of 2017, Incomplete Accounting, Provisional Income Tax Expense (Benefit) Mandatory deemed repatriation of foreign earnings Tax Cuts And Jobs Act Of 2017, Incomplete Accounting, Transition Tax For Accumulated Foreign Earnings, Provisional Income Tax Expense Tax Cuts And Jobs Act Of 2017, Incomplete Accounting, Transition Tax For Accumulated Foreign Earnings, Provisional Income Tax Expense Measurement period adjustment, income tax benefit Tax Cuts and Jobs Act, Measurement Period Adjustment, Income Tax Expense (Benefit) Tax Cuts and Jobs Act, Measurement Period Adjustment, Income Tax Expense (Benefit) Transition tax Tax Cuts And Jobs Act Of 2017, Measurement Adjustment, Transition Tax For Accumulated Foreign Earnings, Income Tax Expense Tax Cuts And Jobs Act Of 2017, Measurement Adjustment, Transition Tax For Accumulated Foreign Earnings, Income Tax Expense Operating loss carryforwards, subject to expiration Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration Deferred tax asset valuation allowance Increase (decrease) in the valuation allowance Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount Provisional liability Tax Cuts And Jobs Act Of 2017, Incomplete Accounting, Transition Tax For Accumulated Foreign Earnings, Provisional Liability Tax Cuts And Jobs Act Of 2017, Incomplete Accounting, Transition Tax For Accumulated Foreign Earnings, Provisional Liability Undistributed earnings of foreign subsidiaries Undistributed Earnings of Foreign Subsidiaries Foreign earnings repatriated Foreign Earnings Repatriated Taxes on foreign earnings repatriated Effective Income Tax Rate Reconciliation, Repatriation of Foreign Earnings, Amount Income Statement [Abstract] Gross profit Operating expenses: Operating Expenses [Abstract] Research and development and other engineering Total operating expenses Net gain on disposal of assets Income from operations Loss in equity investment, before tax Interest Income (Expense), Net Interest Income (Expense), Net Provision for income taxes Net income Weighted average number of shares of common stock outstanding Weighted Average Number of Shares Outstanding, Diluted [Abstract] Basic (in shares) Diluted (in shares) Principles of Consolidation Consolidation, Policy [Policy Text Block] Use of Estimates Use of Estimates, Policy [Policy Text Block] Cash Equivalents Cash and Cash Equivalents, Policy [Policy Text Block] Allowance For Doubtful Accounts Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] Concentration of Credit Risk Concentrations of Credit Risk [Policy Text Block] Describes an entity's accounting policies for the concentration of credit risk. Inventory Valuation Inventory, Policy [Policy Text Block] Warranties and Recalls Guarantees, Indemnifications and Warranties Policies [Policy Text Block] Fair Value of Financial Instruments Fair Value of Financial Instruments, Policy [Policy Text Block] Property, Plant and Equipment including Depreciation and Amortization Property, Plant and Equipment, Policy [Policy Text Block] Common Stock and Preferred Stock Stockholders' Equity, Policy [Policy Text Block] Comprehensive Income or Loss Comprehensive Income, Policy [Policy Text Block] Foreign Currency Translation Foreign Currency Transactions and Translations Policy [Policy Text Block] Revenue Recognition Revenue from Contract with Customer [Policy Text Block] Sales Taxes Sales Tax [Policy Text Block] This element describes the entity's accounting policy for various taxes assessed by governmental entities on revenue producing transactions. These taxes may include sales, use, value-added and some excise taxes. Cost of Sales Cost of Sales, Policy [Policy Text Block] Tool and Die Costs Tool and Die [Policy Text Block] Describes the entity's accounting policy for tool and die costs. Shipping and Handling Fees and Costs Shipping and Handling Cost, Policy [Policy Text Block] Product and Software Research and Development Costs Research and Development Expense, Policy [Policy Text Block] Selling Costs, General and Administrative Costs Selling, General and Administrative Expenses, Policy [Policy Text Block] Advertising Costs Advertising Costs, Policy [Policy Text Block] Accounting for Stock-Based Compensation Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] Income Taxes Income Tax, Policy [Policy Text Block] Net Income per Common Share Earnings Per Share, Policy [Policy Text Block] Adoption of Statements of Financial Accounting Standards New Accounting Pronouncements, Policy [Policy Text Block] Schedule of Defined Benefit Plans Disclosures [Table] Schedule of Defined Benefit Plans Disclosures [Table] Retirement Plan Sponsor Location [Axis] Retirement Plan Sponsor Location [Axis] Retirement Plan Sponsor Location [Domain] Retirement Plan Sponsor Location [Domain] Domestic Plan [Member] Domestic Plan [Member] Foreign Plan [Member] Foreign Plan [Member] Defined Benefit Plan Disclosure [Line Items] Defined Benefit Plan Disclosure [Line Items] Number of defined contribution retirement plans Number of Defined Contribution Retirement Plans Represents the number of defined contribution retirement plans. Entity's contribution to retirement plans as percentage of employees' compensation Defined Contribution Plan Employer Contribution as Percentage of Employees Compensation Represents the employer contribution as a percentage of participating employee's compensation. Employer matching contribution percent Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay Cost of defined contribution plans Defined Contribution Plan, Cost Contributions to pension funds Payment for Pension Benefits Disclosure of Compensation Related Costs, Share-based Payments [Abstract] Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Title of Individual [Axis] Title of Individual [Axis] Relationship to Entity [Domain] Relationship to Entity [Domain] Independent directors Director [Member] Foreign employees Foreign Employees [Member] Foreign Employees [Member] Award Type [Axis] Award Type [Axis] Equity Award [Domain] Equity Award [Domain] Restricted Stock Units Restricted Stock Units (RSUs) [Member] Non-Qualified Stock Options Employee Stock Option [Member] Plan Name [Axis] Plan Name [Axis] Plan Name [Domain] Plan Name [Domain] 2011 Plan Stock Option and Restricted Stock Unit Plan 2011 [Member] Represents details pertaining to 2011 stock compensation plan. Stock Bonus Plan Stock Bonus Plan [Member] Represents details pertaining to Stock Bonus Plan of the entity. Stock-Based Compensation Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Maximum common stock shares that may be issued under plan Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized Restricted stock unit activity Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] Outstanding at the beginning of the period (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number Awarded (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period Vested (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period Forfeited (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period Outstanding at the end of the period (in shares) Outstanding and expected to vest at the end of the period (in shares) Share Based Compensation Arrangement by Share Based Payment Award, Equity Instruments Other than Options, Vested and Expected to Vest, Outstanding Number As of the balance sheet date, the number of shares into which fully vested and expected to vest restricted stock units outstanding can be converted under the plan. Weighted-Average Exercise Price Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] Outstanding at the beginning of the period (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value Awarded (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value Vested (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value Forfeited (in dollars per share) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value Outstanding at the end of the period (in dollars per share) Outstanding and expected to vest at the end of the period (in dollars per share) Share Based Compensation Arrangement by Share Based Payment Award, Equity Instruments Other than Options, Vested and Expected to Vest Weighted Average Grant Date Fair Value The weighted average fair value for nonvested restricted stock units issued during the period on other than stock (or unit) option plans. Aggregate Intrinsic Value Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value [Abstract] Outstanding at the end of the period (in dollars) Share Based Compensation Arrangement by Share Based Payment Award, Equity Instruments Outstanding Intrinsic Value Amount of difference between fair value of the underlying shares reserved for issuance and exercise prices of stock awards outstanding. Outstanding and expected to vest at end of the period (in dollars) Share Based Compensation Arrangement by Share Based Payment Award, Equity Instruments Other than Options Vested and Expected to Vest Intrinsic Value The intrinsic value of nonvested awards on equity-based plans excluding option plans for nonvested awards outstanding and expected to vest at the end of the period. Closing price per share (in dollars per share) Share Price Total intrinsic value of awards vested (in dollars) Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested Number Of Directors Number Of Directors Number Of Directors Non-Qualified Stock Options activity Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] Outstanding at the beginning of the period (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number Exercised (in shares) Forfeited (in shares) Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period Outstanding at the end of the period (in shares) Weighted-Average Exercise Price Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] Exercised (in dollars per share) Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price Weighted-Average Remaining Contractual Life Share Based Compensation Arrangement by Share Based Payment Award, Options Contractual Term [Abstract] -- None. No documentation exists for this element. -- Outstanding at the end of the period Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Share Based Compensation Arrangement by Share Based Payment Award, Options Aggregate Intrinsic Value [Abstract] -- None. No documentation exists for this element. -- Total intrinsic value of stock options exercised (in dollars) Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value Unrecognized compensation cost and vesting period Share Based Compensation Arrangement by Share Based Payment Award, Equity Instruments Other than Options, Unrecognized Compensation Cost [Abstract] -- None. No documentation exists for this element. -- Unrecognized compensation costs related to unvested stock-based compensation arrangements Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized Weighted-average period for recognition of unrecognized stock-based compensation expense Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition Other disclosures Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] Shares issued and committed to issue Share Based Compensation Arrangement by Share Based Payment Award, Shares Issued and Committed to be Issued in Period The number of shares newly issued and committed to be issued during the reporting period under the plan. Shares expected to be settled In cash Share Based Compensation Arrangement by Share Based Payment Award, Shares Expected To Be Settled In Cash Share Based Compensation Arrangement by Share Based Payment Award, Shares Expected To Be Settled In Cash Stock-based compensation expense recognized in operating expenses Allocated Share-based Compensation Expense Tax benefit of stock-based compensation expense in provision for income taxes Employee Service Share-based Compensation, Tax Benefit from Compensation Expense Allocated Share-based Compensation Expense, Net of Tax Allocated Share-based Compensation Expense, Net of Tax Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value Employee Service Share-based Compensation, Tax Benefit from Exercise of Stock Options Employee Service Share-based Compensation, Tax Benefit from Exercise of Stock Options Reconciliation of unrecognized tax benefits Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] Balance at the beginning of the period Unrecognized Tax Benefits Additions based on tax positions related to prior years Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions Reductions based on tax positions related to prior years Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions Additions for tax positions of the current year Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions Lapse of statute of limitations Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations Balance at the end of the period Portion of uncertain tax benefit, if recognized, would reduce effective tax rate Unrecognized Tax Benefits that Would Impact Effective Tax Rate Increase (decrease) in accrued interest as a result of the reversal of accrued interest associated with the lapse of statutes of limitations Unrecognized Tax Benefits Increase (Decrease) in Interest on Income Taxes Accrued This element represents the decrease in the amount of interest expense accrued as of the date of the statement of financial position for an underpayment of income taxes computed by applying the applicable statutory rate of interest to the difference between a tax position recognized for financial reporting purposes and the amount previously taken or expected to be taken in a tax return of the entity. Interest accrued on unrecognized tax benefits Unrecognized Tax Benefits, Interest on Income Taxes Accrued Translation adjustment, net of tax expense of $0, $0 and ($222) for 2018, 2017 and 2016, respectively Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax, Portion Attributable to Parent Unamortized pension adjustments, net of tax benefit (expense) of ($59), $37 and $88, for 2018, 2017 and 2016, respectively Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax, Attributable to Parent Stock-Based Compensation Plans Disclosure of Compensation Related Costs, Share-based Payments [Text Block] Schedule of Company's stock-based compensation activity Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] Schedule of unvested restricted stock unit activity Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block] Income Taxes Income Tax Disclosure [Text Block] Accelerated Share Repurchases [Table] Accelerated Share Repurchases [Table] Share Repurchase Program [Axis] Share Repurchase Program [Axis] Share Repurchase Program [Domain] Share Repurchase Program [Domain] 2016 Stock Repurchase Program 2016 Stock Repurchase Program [Member] 2016 Stock Repurchase Program [Member] June 2017 ASR Program [Member] June 2017 ASR Program [Member] June 2017 ASR Program [Member] December 2017 ASR Program [Member] December 2017 ASR Program [Member] December 2017 ASR Program [Member] 2017 Stock Repurchase Program 2017 Stock Repurchase Program [Member] 2017 Stock Repurchase Program 2018 Stock Repurchase Program [Member] [Member] 2018 Stock Repurchase Program [Member] [Member] 2018Stock Repurchase Program [Member] [Member] Accelerated Share Repurchases [Line Items] Accelerated Share Repurchases [Line Items] Common stock repurchase, authorized amount Stock Repurchase Program, Authorized Amount Repurchase of common stock (in shares) Settlement of accelerated share repurchase program Stock repurchase, average cost per share (in USD per share) Treasury Stock Acquired, Average Cost Per Share Software Development [Member] Software Development [Member] Land [Member] Land [Member] Leasehold Improvements [Member] Leasehold Improvements [Member] Property, Plant and Equipment, Gross Property, Plant and Equipment, Gross Less accumulated depreciation and amortization Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment Property Plant and Equipment Excluding Capital Projects in Progress Property Plant and Equipment Excluding Capital Projects in Progress Represents the aggregate of long-lived physical assets excluding capital projects in progress used in the normal conduct of business and not intended for resale. Capital projects in progress Construction in Progress, Gross Property, plant and equipment, net Fully Depreciated Property, Plant and Equipment, Original Cost Fully Depreciated Property, Plant and Equipment, Original Cost Represents the original cost of fully depreciated property, plant and equipment that are still in use. Depreciation Depreciation EX-101.PRE 15 ssd-20181231_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT GRAPHIC 16 a5yearcumulativeta02.jpg begin 644 a5yearcumulativeta02.jpg M_]C_X 02D9)1@ ! 0$ 8 !@ #_X1#R17AI9@ 34T *@ @ ! $[ ( M - (2H=I 0 ! 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