**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-Q**

 

| **(Mark One)** |
|----------------|
| ** **     | **x** | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934** |
| ** **     | ** ** | ** ** |
| ** **     | ** ** | **For the  quarterly period ended:  March 31, 2009** |
| ** **     | ** ** | ** ** |
| **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 incorporation       |       | (I.R.S. Employer     |
| or organization)                                     |       | Identification  No.) |
|                                                 |       |                 |
| **5956 W.  Las Positas Blvd., Pleasanton, CA 94588** |
| (Address of  principal executive offices)            |

 

(Registrant’s telephone number, including areacode):  **(925)560-9000**

 

Indicate by checkmark whether the registrant (1) has filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes  x   No  o

 

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporateWeb site, if any, every Interactive Data File required to be submitted andposted 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 registrantwas required to submit and post such files). Yes  o   No  o

 

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer,a non-accelerated filer, or a smaller reporting company. See the definitions of“large accelerated filer,” “accelerated filer” and “smaller reporting company”in Rule 12b-2 of the Exchange Act.

 
| Large accelerated filer  x          | Accelerated filer  o         |
|-----------------------------------------------|----------------------------------------|
|                                          |                                   |
| Non-accelerated filer  o            | Smaller reporting company  o |
| (Do not check if a smaller reporting company) |                                   |

 

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

 

The number ofshares of the registrant’s common stock outstanding as of March 31, 2009:  48,989,123

 

 

 

----

 

PART I — FINANCIAL INFORMATION

 

**Item 1. Financial Statements.**

 

**Simpson Manufacturing Co., Inc.and Subsidiaries**

**Condensed Consolidated BalanceSheets**

*(In thousands, unaudited)*

 
| ** **                                       | ** ** | **March 31,** | ** ** | **December 31,** | ** ** |
|--------------------------------------------------|------------|--------------------|------------|-----------------------|------------|
| ** **                                       | ** ** | **2009**           | ** ** | **2008**              | ** ** | **2008** | ** ** |
| ** **                                       |       |               |       |                  |       |   |   |
| **ASSETS**                                       |       |               |       |                  |       |   |   |
| Current assets                                   |       |               |       |                  |       |   |   |
| Cash and cash  equivalents                       |       | $                  | 158,208    |                  | $          | 164,381 |   | $ | 170,750 |   |
| Trade accounts  receivable, net                  |       | 79,383             |       | 107,634               |       | 76,005 |   |
| Inventories                                      |       | 225,568            |       | 227,855               |       | 251,878 |   |
| Deferred income  taxes                           |       | 13,672             |       | 11,236                |       | 11,995 |   |
| Assets held for  sale                            |       | 8,387              |       | 9,677                 |       | 8,387 |   |
| Other current  assets                            |       | 13,236             |       | 8,825                 |       | 8,582 |   |
| Total current  assets                            |       | 498,454            |       | 529,608               |       | 527,597 |   |
|                                             |       |               |       |                  |       |   |   |
| Property, plant  and equipment, net              |       | 191,412            |       | 195,319               |       | 193,318 |   |
| Goodwill                                         |       | 69,160             |       | 57,845                |       | 68,619 |   |
| Equity method  investment                        |       | 21                 |       | —                |       | 214 |   |
| Intangible  assets, net                          |       | 22,137             |       | 22,142                |       | 23,453 |   |
| Other noncurrent  assets                         |       | 18,225             |       | 18,513                |       | 16,999 |   |
| Total assets                                     |       | $                  | 799,409    |                  | $          | 823,427 |   | $ | 830,200 |   |
| ** **                                       |       |               |       |                  |       |   |   |
| **LIABILITIES AND STOCKHOLDERS’ EQUITY**    |       |               |       |                  |       |   |   |
| Current  liabilities                             |       |               |       |                  |       |   |   |
| Line of credit                                   |       | $                  | 821        |                  | $          | 3,390 |   | $ | 26 |   |
| Trade accounts  payable                          |       | 22,232             |       | 34,745                |       | 21,675 |   |
| Accrued  liabilities                             |       | 28,873             |       | 30,357                |       | 34,102 |   |
| Income taxes  payable                            |       | —             |       | 1,639                 |       | — |   |
| Accrued profit  sharing trust contributions      |       | 1,973              |       | 2,411                 |       | 9,541 |   |
| Accrued cash  profit sharing and commissions     |       | 1,353              |       | 4,665                 |       | 2,264 |   |
| Accrued workers’  compensation              |       | 4,299              |       | 4,116                 |       | 4,286 |   |
| Total current  liabilities                       |       | 59,551             |       | 81,323                |       | 71,894 |   |
|                                             |       |               |       |                  |       |   |   |
| Other long-term  liabilities                     |       | 9,289              |       | 12,144                |       | 9,280 |   |
| Total  liabilities                               |       | 68,840             |       | 93,467                |       | 81,174 |   |
|                                             |       |               |       |                  |       |   |   |
| Commitments and  contingencies (Note 7)          |       |               |       |                  |       |   |   |
|                                             |       |               |       |                  |       |   |   |
| Stockholders’  equity                       |       |               |       |                  |       |   |   |
| Common stock, at  par value                      |       | 490                |       | 486                   |       | 490 |   |
| Additional  paid-in capital                      |       | 137,503            |       | 127,573               |       | 136,867 |   |
| Retained  earnings                               |       | 592,644            |       | 574,988               |       | 605,950 |   |
| Accumulated  other comprehensive income (loss)   |       | (68                | )          | 26,913                |       | 5,719 |   |
| Total  stockholders’ equity                 |       | 730,569            |       | 729,960               |       | 749,026 |   |
| Total  liabilities and stockholders’ equity |       | $                  | 799,409    |                  | $          | 823,427 |   | $ | 830,200 |   |

 

The accompanying notes are an integral part of thesecondensed consolidated financial statements.

 

2

----

 

**Simpson Manufacturing Co., Inc.and Subsidiaries**

**Condensed Consolidated Statementsof Operations**

*(In thousands except per-share amounts, unaudited)*

 
| ** **                                      | ** ** | **Three Months Ended** | ** ** |
|-------------------------------------------------|------------|----------------------------------|------------|
| ** **                                      | ** ** | **March 31,**               | ** ** |
| ** **                                      | ** ** | **2009**                         | ** ** | **2008** | ** ** |
|                                            |       |                             |       |   |   |
| Net sales                                       |       | $                                | 119,323    |   | $ | 167,656 |   |
| Cost of sales                                   |       | 88,610                           |       | 111,398 |   |
| Gross profit                                    |       | 30,713                           |       | 56,258 |   |
|                                            |       |                             |       |   |   |
| Operating  expenses:                            |       |                             |       |   |   |
| Research and  development and other engineering |       | 4,864                            |       | 5,103 |   |
| Selling                                         |       | 16,025                           |       | 19,807 |   |
| General and  administrative                     |       | 20,162                           |       | 17,874 |   |
|                                            |       | 41,051                           |       | 42,784 |   |
|                                            |       |                             |       |   |   |
| Income (loss)  from operations                  |       | (10,338                          | )          | 13,474 |   |
|                                            |       |                             |       |   |   |
| Loss on equity  method investment, before tax   |       | (193                             | )          | — |   |
| Interest income,  net                           |       | 102                              |       | 1,128 |   |
|                                            |       |                             |       |   |   |
| Income (loss)  before income taxes              |       | (10,429                          | )          | 14,602 |   |
|                                            |       |                             |       |   |   |
| Provision for  (benefit from) income taxes      |       | (2,020                           | )          | 6,250 |   |
|                                            |       |                             |       |   |   |
| Net income  (loss)                              |       | $                                | (8,409     | ) | $ | 8,352 |   |
|                                            |       |                             |       |   |   |
| Net income  (loss) per common share             |       |                             |       |   |   |
| Basic                                           |       | $                                | (0.17      | ) | $ | 0.17 |   |
| Diluted                                         |       | $                                | (0.17      | ) | $ | 0.17 |   |
|                                            |       |                             |       |   |   |
| Cash dividends  declared per common share       |       | $                                | 0.10       |   | $ | 0.10 |   |
|                                            |       |                             |       |   |   |
| Number of shares  outstanding                   |       |                             |       |   |   |
| Basic                                           |       | 48,987                           |       | 48,574 |   |
| Diluted                                         |       | 48,987                           |       | 48,931 |   |

 

The accompanying notes are an integral part of these condensedconsolidated financial statements.

 

3

----

 

**Simpson Manufacturing Co., Inc. and Subsidiaries**

**Condensed**Consolidated Statements ofStockholders’ Equity

**for thethree months ended March 31, 2008 and 2009 and the nine months ended December 31,2008**

*(In thousands except per-share amounts, unaudited)*

 
| ** **                                                | ** ** | ** **            | ** ** | ** **         | ** ** | ** **     | ** ** | ** **        | ** ** | **Accumulated**        | ** ** | ** ** | ** ** |
|-----------------------------------------------------------|------------|-----------------------|------------|--------------------|------------|----------------|------------|-------------------|------------|------------------------|------------|------------|------------|
| ** **                                                | ** ** | ** **            | ** ** | ** **         | ** ** | **Additional** | ** ** | ** **        | ** ** | **Other**              | ** ** | ** ** | ** ** |
| ** **                                                | ** ** | **Common Stock** | ** ** | **Paid-in**        | ** ** | **Retained**   | ** ** | **Comprehensive** | ** ** | ** **             | ** ** |
| ** **                                                | ** ** | **Shares**            | ** ** | **Par Value** | ** ** | **Capital**    | ** ** | **Earnings**      | ** ** | **Income (Loss)** | ** ** | **Total**  | ** ** |
| Balance, January 1, 2008                             |       | 48,552                |       | $                  | 485        |           | $          | 126,119           |       | $                      | 571,499    |       | $          | 25,297 |   | $ | 723,400 |   |
| Comprehensive income:                                     |       |                  |       |               |       |           |       |              |       |                   |       |       |       |
| Net income                                                |       | —                |       | —             |       | —         |       | 8,352             |       | —                 |       | 8,352      |       |
| Other comprehensive income:                               |       |                  |       |               |       |           |       |              |       |                   |       |       |       |
| Translation adjustment, net of tax of $17                 |       | —                |       | —             |       | —         |       | —            |       | 1,616                  |       | 1,616      |       |
| Comprehensive income                                      |       |                  |       |               |       |           |       |              |       |                   |       | 9,968      |       |
| Stock options exercised                                   |       | 26                    |       | 1                  |       | 507            |       | —            |       | —                 |       | 508        |       |
| Stock compensation                                        |       | —                |       | —             |       | 765            |       | —            |       | —                 |       | 765        |       |
| Tax benefit of options exercised                          |       | —                |       | —             |       | (65            | )          | —            |       | —                 |       | (65        | )          |
| Cash dividends declared on common stock ($0.10 per share) |       | —                |       | —             |       | —         |       | (4,863            | )          | —                 |       | (4,863     | )          |
| Common stock issued at $26.59 per share for stock bonus   |       | 9                     |       | —             |       | 247            |       | —            |       | —                 |       | 247        |       |
| Balance, March 31, 2008                              |       | 48,587                |       | 486                |       | 127,573        |       | 574,988           |       | 26,913                 |       | 729,960    |       |
| Comprehensive income:                                     |       |                  |       |               |       |           |       |              |       |                   |       |       |       |
| Net income                                                |       | —                |       | —             |       | —         |       | 45,582            |       | —                 |       | 45,582     |       |
| Other comprehensive income:                               |       |                  |       |               |       |           |       |              |       |                   |       |       |       |
| Translation adjustment, net of tax of ($695)              |       | —                |       | —             |       | —         |       | —            |       | (21,194                | )          | (21,194    | )          |
| Comprehensive income                                      |       |                  |       |               |       |           |       |              |       |                   |       | 24,388     |       |
| Stock options exercised                                   |       | 384                   |       | 4                  |       | 6,369          |       | —            |       | —                 |       | 6,373      |       |
| Stock compensation                                        |       | —                |       | —             |       | 2,484          |       | —            |       | —                 |       | 2,484      |       |
| Tax benefit of options exercised                          |       | —                |       | —             |       | 441            |       | —            |       | —                 |       | 441        |       |
| Cash dividends declared on common stock ($0.30 per share) |       | —                |       | —             |       | —         |       | (14,620           | )          | —                 |       | (14,620    | )          |
| Balance, December 31, 2008                           |       | 48,971                |       | 490                |       | 136,867        |       | 605,950           |       | 5,719                  |       | 749,026    |       |
| Comprehensive loss:                                       |       |                  |       |               |       |           |       |              |       |                   |       |       |       |
| Net loss                                                  |       | —                |       | —             |       | —         |       | (8,409            | )          | —                 |       | (8,409     | )          |
| Other comprehensive income:                               |       |                  |       |               |       |           |       |              |       |                   |       |       |       |
| Translation adjustment, net of tax of ($9)                |       | —                |       | —             |       | —         |       | —            |       | (5,787                 | )          | (5,787     | )          |
| Comprehensive loss                                        |       |                  |       |               |       |           |       |              |       |                   |       | (14,196    | )          |
| Stock options exercised                                   |       | 8                     |       | —             |       | 128            |       | —            |       | —                 |       | 128        |       |
| Stock compensation                                        |       | —                |       | —             |       | 393            |       | —            |       | —                 |       | 393        |       |
| Tax benefit of options exercised                          |       | —                |       | —             |       | (185           | )          | —            |       | —                 |       | (185       | )          |
| Cash dividends declared on common stock ($0.10 per share) |       | —                |       | —             |       | —         |       | (4,897            | )          | —                 |       | (4,897     | )          |
| Common stock issued at $27.76 per share for stock bonus   |       | 10                    |       | —             |       | 300            |       | —            |       | —                 |       | 300        |       |
| Balance, March 31, 2009                              |       | 48,989                |       | $                  | 490        |           | $          | 137,503           |       | $                      | 592,644    |       | $          | (68 | ) | $ | 730,569 |   |

 

The accompanying notes are an integral part of thesecondensed consolidated financial statements.

 

4

----

 

**Simpson Manufacturing Co., Inc.and Subsidiaries**

**Condensed Consolidated Statements of Cash Flows**

*(In thousands, unaudited)*

 
| ** **                                                                                           | ** ** | **Three Months**         | ** ** |
|------------------------------------------------------------------------------------------------------|------------|-------------------------------|------------|
| ** **                                                                                           | ** ** | **Ended March 31,** | ** ** |
| ** **                                                                                           | ** ** | **2009**                      | ** ** | **2008** | ** ** |
| **Cash  flows from operating activities**                                                            |       |                          |       |   |   |
| Net income  (loss)                                                                                   |       | $                             | (8,409     | ) | $ | 8,352 |   |
| Adjustments to  reconcile net income (loss) to net cash provided by (used in) operating  activities: |       |                          |       |   |   |
| (Gain) loss on  sale of assets                                                                       |       | (111                          | )          | 2 |   |
| Depreciation and  amortization                                                                       |       | 6,848                         |       | 7,420 |   |
| Deferred income  taxes                                                                               |       | (1,497                        | )          | 172 |   |
| Noncash  compensation related to stock plans                                                         |       | 557                           |       | 936 |   |
| Loss in equity  method investment                                                                    |       | 193                           |       | — |   |
| Excess tax  benefit of options exercised                                                             |       | (8                            | )          | (25 | ) |
| Provision for  (recovery of) doubtful accounts                                                       |       | 1,760                         |       | (727 | ) |
| Provision for  obsolete inventory                                                                    |       | 1,018                         |       | — |   |
| Changes in  operating assets and liabilities, net of effects of acquisitions:                        |       |                          |       |   |   |
| Trade accounts  receivable                                                                           |       | (5,946                        | )          | (17,788 | ) |
| Inventories                                                                                          |       | 23,381                        |       | (8,514 | ) |
| Trade accounts  payable                                                                              |       | 835                           |       | 2,069 |   |
| Income taxes  payable                                                                                |       | (2,965                        | )          | 3,043 |   |
| Accrued profit  sharing trust contributions                                                          |       | (7,556                        | )          | (6,228 | ) |
| Accrued cash  profit sharing and commissions                                                         |       | (880                          | )          | 512 |   |
| Other current  assets                                                                                |       | (2,374                        | )          | (2,650 | ) |
| Accrued  liabilities                                                                                 |       | (4,428                        | )          | (4,196 | ) |
| Other long-term  liabilities                                                                         |       | 1                             |       | 1,474 |   |
| Accrued workers’  compensation                                                                  |       | 13                            |       | — |   |
| Other noncurrent  assets                                                                             |       | 99                            |       | (415 | ) |
| Net cash  provided by (used in) operating activities                                                 |       | 531                           |       | (16,563 | ) |
| ** **                                                                                           |       |                          |       |   |   |
| **Cash  flows from investing activities**                                                            |       |                          |       |   |   |
| Capital  expenditures                                                                                |       | (5,895                        | )          | (2,849 | ) |
| Proceeds from  sale of capital assets                                                                |       | 41                            |       | 19 |   |
| Asset  acquisitions, net of cash acquired                                                            |       | (1,655                        | )          | — |   |
| Net cash used in  investing activities                                                               |       | (7,509                        | )          | (2,830 | ) |
| ** **                                                                                           |       |                          |       |   |   |
| **Cash  flows from financing activities**                                                            |       |                          |       |   |   |
| Line of credit  borrowings                                                                           |       | 817                           |       | 2,206 |   |
| Issuance of  common stock                                                                            |       | 128                           |       | 508 |   |
| Excess tax  benefit of options exercised                                                             |       | 8                             |       | 25 |   |
| Dividends paid                                                                                       |       | (4,898                        | )          | (4,857 | ) |
| Net cash used in  financing activities                                                               |       | (3,945                        | )          | (2,118 | ) |
|                                                                                                 |       |                          |       |   |   |
| Effect of  exchange rate changes on cash                                                             |       | (1,619                        | )          | (250 | ) |
|                                                                                                 |       |                          |       |   |   |
| Net decrease in  cash and cash equivalents                                                           |       | (12,542                       | )          | (21,761 | ) |
| Cash and cash  equivalents at beginning of period                                                    |       | 170,750                       |       | 186,142 |   |
| Cash and cash  equivalents at end of period                                                          |       | $                             | 158,208    |   | $ | 164,381 |   |
| ** **                                                                                           |       |                          |       |   |   |
| **Noncash  activity during the period**                                                              |       |                          |       |   |   |
| Noncash capital  expenditures                                                                        |       | $                             | 180        |   | $ | 161 |   |
| Dividends  declared but not paid                                                                     |       | $                             | 4,897      |   | $ | 4,863 |   |
| Issuance of  Company’s common stock for compensation                                            |       | $                             | 300        |   | $ | 247 |   |

 

The accompanying notes are an integral part of thesecondensed consolidated financial statements.

 

5

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**Simpson Manufacturing Co., Inc. andSubsidiaries**

**Notes to Condensed Consolidated FinancialStatements**

**(Unaudited)**

 

1.             Basis of Presentation

 

### ***Principles ofConsolidation***

### ** **

The consolidatedfinancial statements include the accounts of Simpson Manufacturing Co., Inc.and its subsidiaries (the “Company”). Investments in 50% or less ownedaffiliates are accounted for using either cost or the equity method. Allsignificant intercompany transactions have been eliminated.

 

*Interim Period Reporting*

 

The accompanyingunaudited interim condensed consolidated financial statements have beenprepared pursuant to the rules and regulations for reporting on Form 10-Q.Accordingly, certain information and footnotes required by accountingprinciples generally accepted in the United States of America have beencondensed or omitted. These interim statements should be read in conjunctionwith the consolidated financial statements and the notes thereto included inthe Company’s Annual Report on Form 10-K for the fiscal year ended December 31,2008 (the “2008 Annual Report”).

 

The unaudited quarterlycondensed consolidated financial statements have been prepared on the samebasis as the audited annual consolidated financial statements and, in theopinion of management, contain all adjustments (consisting of only normalrecurring adjustments) necessary to state fairly the financial information setforth therein, in accordance with accounting principles generally accepted inthe United States of America. The year-end condensed consolidated balance sheetdata were derived from audited financial statements, but do not include alldisclosures required by accounting principles generally accepted in the UnitedStates of America. The Company’s quarterly results fluctuate. As a result, theCompany believes the results of operations for the interim periods are notnecessarily indicative of the results to be expected for any future period.

 

*Revenue Recognition*

 

The Company recognizes revenue whenthe earnings process is complete, net of applicable provision for discounts,returns and incentives, whether actual or estimated based on the Company’sexperience. This generally occurs when products are shipped to the customer inaccordance with the sales agreement or purchase order, ownership and risk ofloss pass to the customer, collectibility is reasonably assured and pricing isfixed or determinable. The Company’s general shipping terms are F.O.B. shippingpoint, where title is transferred and revenue is recognized when the productsare shipped to customers. When the Company sells F.O.B. destination point,title is transferred and the Company recognizes revenue on delivery or customeracceptance, depending on terms of the sales agreement. Service sales,representing aftermarket repair and maintenance, engineering activities, andsoftware sales and service, though both significantly less than 1% of net salesand not material to the consolidated financial statements, are recognized asthe services are completed or the software products and services are delivered.If actual costs of sales returns, incentives, and discounts were tosignificantly exceed the recorded estimated allowance, the Company’s saleswould be adversely affected.

 

*Net Income (Loss) Per CommonShare*

 

Basic net income(loss) per common share is computed based on the weighted average number ofcommon shares outstanding. Potentially dilutive securities, using the treasurystock method, are included in the diluted per-share calculations for allperiods when the effect of their inclusion is dilutive.

 

6

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The following is areconciliation of basic earnings per share (“EPS”), to diluted EPS:

 
| ** **                                      | ** ** | **Three Months Ended,** | ** ** | **Three Months Ended,** | ** ** |
|-------------------------------------------------|------------|-----------------------------------|------------|-----------------------------------|------------|
| ** **                                      | ** ** | **March 31, 2009**      | ** ** | **March 31, 2008**      | ** ** |
| **(in thousands, except**             | ** ** | **Income**                        | ** ** | ** **                        | ** ** | **Per** | ** ** | **Income** | ** ** | ** ** | ** ** | **Per** | ** ** |
| **per-share amounts)**                     | ** ** | **(Loss)**                        | ** ** | **Shares**                        | ** ** | **Share** | ** ** | **(Loss)** | ** ** | **Shares** | ** ** | **Share** | ** ** |
| **Basic  EPS**                                  | ** ** | ** **                        | ** ** | ** **                        | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Income (loss)  available to common stockholders |       | $                                 | (8,409     | )                                 | 48,987     |   | $ | (0.17 | ) | $ | 8,352 |   | 48,574 |   | $ | 0.17 |   |
| **Effect  of Dilutive Securities**              |       |                              |       |                              |       |   |   |   |   |   |   |   |   |
| Stock options                                   |       | —                            |       | —                            |       | — |   | — |   | 357 |   | — |   |
| **Diluted  EPS**                                |       |                              |       |                              |       |   |   |   |   |   |   |   |   |
| Income (loss)  available to common stockholders |       | $                                 | (8,409     | )                                 | 48,987     |   | $ | (0.17 | ) | $ | 8,352 |   | 48,931 |   | $ | 0.17 |   |

 

Anti-dilutiveshares attributable to outstanding stock options were excluded from thecalculation of diluted net income per share. All potentially dilutivesecurities were excluded from the diluted loss per share calculation for thethree months ended March 31, 2009, because the effect of their inclusionwould be antidilutive, or would decrease the reported loss per share. For boththe three months ended March 31, 2009 and 2008, 1.1 million shares subjectto stock options were anti-dilutive.

 

*Accountingfor Stock-Based Compensation*

 

The Company maintains twostock option plans under which it may grant incentive stock options andnon-qualified stock options, although the Company has granted onlynon-qualified stock options under these plans. The Simpson Manufacturing Co., Inc.1994 Stock Option Plan (the “1994 Plan”) is principally for the Company’semployees, and the Simpson Manufacturing Co., Inc. 1995 IndependentDirector Stock Option Plan (the “1995 Plan”) is for its independent directors.The Company generally grants options under each of the 1994 Plan and the 1995Plan once each year. The exercise price per share of each option granted in February 2009and February 2008 under the 1994 Plan equaled the closing market price pershare of the Company’s common stock as reported by the New York Stock Exchangeon the day preceding the day that the Compensation Committee of the Company’sBoard of Directors met to approve the grant of the options. The exercise priceper share under each option granted under the 1995 Plan is at the fair marketvalue on the date specified in the 1995 Plan. Options vest and expire accordingto terms established at the grant date. There were no options granted under the1995 Plan in 2009 or 2008.

 

Under the 1994 Plan, nomore than 16 million shares of the Company’s common stock may be sold(including shares already sold) pursuant to all options granted under the 1994Plan. Under the 1995 Plan, no more than 320 thousand shares of common stock maybe sold (including shares already sold) pursuant to all options granted underthe 1995 Plan. Options granted under the 1994 Plan typically vest evenly overthe requisite service period of four years and have a term of seven years. Thevesting of options granted under the 1994 Plan will be accelerated if thegrantee ceases to be employed by the Company after reaching age 60 or if thereis a change in control of the Company. Options granted under the 1995 Plan arefully vested on the date of grant.

 

7

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The following tablerepresents the Company’s stock option activity for the three months ended March 31,2009 and 2008:

 
| ** **                                                                                    | ** ** | **Three Months Ended** | ** ** |
|-----------------------------------------------------------------------------------------------|------------|----------------------------------|------------|
| ** **                                                                                    | ** ** | **March 31,**               | ** ** |
| **(in thousands)**                                                                       | ** ** | **2009**                         | ** ** | **2008** | ** ** |
| ** **                                                                                    | ** ** | ** **                       | ** ** | ** ** | ** ** |
| Stock option  expense recognized in operating expenses                                        |       | $                                | 448        |   | $ | 900 |   |
| Tax benefit of  stock option expense in provision for (benefit from) income taxes             |       | 148                              |       | 355 |   |
| Stock option  expense, net of tax                                                             |       | $                                | 300        |   | $ | 545 |   |
| Fair value of  shares vested                                                                  |       | $                                | 393        |   | $ | 765 |   |
| Proceeds to the  Company from the exercise of stock options                                   |       | $                                | 128        |   | $ | 508 |   |
| Tax benefit from  exercise of stock options, including windfall (shortfall) tax benefits, net |       | $                                | (185       | ) | $ | (65 | ) |

 
| ** **                                  | ** ** | **At March 31,** | ** ** |
|---------------------------------------------|------------|----------------------------|------------|
| ** **                                  | ** ** | **2009**                   | ** ** | **2008** | ** ** |
| Stock option  cost capitalized in inventory |       | $                          | 46         |   | $ | 117 |   |
|                                             |            |                            |            |  |  |  |  |

 

The amounts included incost of sales, research and development and other engineering, selling, orgeneral and administrative expense depend on the job functions performed by theemployees to whom the stock options were granted. Shares of common stock issued on exercise of stock options under theplans are registered under the Securities Act of 1933.

 

The assumptions used tocalculate the fair value of options granted are evaluated and revised, asnecessary, to reflect market conditions and the Company’s experience.

 

*Fair Value of FinancialInstruments*

 

As of March 31, 2009, the Company’s investmentsconsisted of only United States Treasury securities and money market fundsaggregating $59.5 million, which are maintained in cash equivalents and arecarried at cost, approximating fair value, based on Level 1 inputs. Level 1inputs are quoted prices (unadjusted) in active markets for identical assets orliabilities, as defined in Statement of Financial Accounting Standards (“SFAS”)No. 157.

 

*Income Taxes*

 

In general, the Companyis required to use an estimated annual effective tax rate to measure the taxbenefit or tax expense recognized in an interim period. The income tax benefitfor the three months ended March 31, 2009, however, has been computedbased on the first three months of 2009 as a discrete period due to theuncertainty regarding the Company’s ability to reliably estimate pre-tax incomefor the remainder of the year. The Company cannot reliably estimate pre-taxincome for the remainder of 2009 or for the full year, primarily due to thecontinued uncertainty in the construction markets in which the Companyoperates. The income tax provision for the three months ended March 31,2008, was calculated using estimated annual effective tax rates.

 

The effective tax ratewas 19.4% in the first quarter of 2009, which resulted in income tax benefit of$2.0 million, versus an effective tax rate of 42.8% in the first quarter of2008, which resulted in income tax expense of $6.3 million. The effective taxrate of 19.4% is lower than the statutory rate primarily due to the valuation allowances taken on foreign lossesand a reduced benefit from the reduction or loss of enterprise zone tax creditsat two of the Company’s facilities in California. As a result of the lossbefore taxes in the first quarter of 2009, the lower effective tax rate resultedin a smaller benefit than if the Company had a higher effective tax rate.

 

8

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*Acquisitions*

 

Effective January 1,2009, the Company adopted the provisions of SFAS No. 141(R), “BusinessCombinations.” SFAS No. 141(R) requires the acquiring entity in a businesscombination to recognize the full fair value of assets acquired and liabilitiesassumed in the transaction (whether a full or partial acquisition); establishesthe acquisition-date fair value as the measurement objective for all assetsacquired and liabilities assumed; requires expensing of most transaction andrestructuring costs; and requires the acquirer to disclose to investors andother users the information needed to evaluate and understand the nature andfinancial effect of the business combination. SFAS No. 141(R) appliesto all transactions or other events in which the Company obtains control of oneor more businesses, including combinations achieved without the transfer ofconsideration, such as by contract alone or through the lapse of minority vetorights. SFAS No. 141(R) applies prospectively to businesscombinations for which the acquisition date is on or after January 1,2009, except that resolution of certaintax contingencies and adjustments to valuation allowances related to businesscombinations, which previously were adjusted to goodwill, will be adjusted toincome tax expense for all such adjustments after January 1, 2009,regardless of the date of the original business combination. While thisstatement did not have a material effect on the company’s consolidatedfinancial statements upon adoption, the effects on future periods will dependupon the nature and significance of future business combinations subject tothis statement.

 

In January 2009, theCompany acquired the business of RO Design Corp, a Florida corporation doingbusiness as DeckTools, which licenses deck design and estimation software. Thesoftware provides professional deck builders, home centers and lumber yards asimple, graphics-driven solution for designing decks and estimating materialand labor costs for the project. Payments under this agreement total $4.0million in cash, including $2.5 million to be paid in the future, which will betreated as compensation expense to the principal officer of RO Design Corp, whois now employed by the Company. The Company recorded goodwill of $1.5 millionin the connector products segment as a result of the acquisition. The Companyhas not finalized the purchase price allocation for the RO Design Corpacquisition, as the Company is still obtaining information and analyzing thefair value of certain acquired assets and liabilities. The results ofoperations of the business acquired in 2009 are included in the Company’sconsolidated results of operations since the date of the acquisition and, forperiods prior to 2009, were not material to the Company. Accordingly, pro formaresults of operations have not been presented.

 

*Recently Issued AccountingStandards*

 

In April 2009, theFinancial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”)Financial Accounting Standard (“FAS”)  141(R)-1,“Accounting for Assets Acquired and Liabilities Assumed in a BusinessCombination That Arise from Contingencies.” FSP FAS 141(R)-1 applies to allassets and liabilities assumed in a business combination that would be withinthe scope of SFAS No. 5, Accounting for Contingencies,” if not acquired ina business combination, except for assets or liabilities arising fromcontingencies that are subject to specific guidance in SFAS No. 141(R). Anacquirer shall recognize at fair value, at the acquisition date, an asset orliability assumed in a business combination that arises from a contingency ifthe acquisition-date fair value of that asset or liability can be determinedduring the measurement period.  If theacquisition-date fair value of an asset acquired or liability assumed in abusiness combination that arises from a contingency cannot be determined duringthe measurement period, an asset or liability shall be recognized at theacquisition date if both information is available before the end of themeasurement period indicates that it is probable that an asset existed or thata liability had been incurred at the acquisition date and the amount of theassets or liability can be reasonably estimated. FSP FAS 141(R)-1 becameeffective for the Company for business combinations for which the acquisitiondate was on or after January 1, 2009, and is not expected to have amaterial effect on the Company’s consolidated financial statements.

 

9

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2.             Trade Accounts Receivable, Net

 

Trade accounts receivableconsist of the following:

 
| ** **                                 | ** ** | **At March 31,** | ** ** | **At December 31,** | ** ** |
|--------------------------------------------|------------|----------------------------|------------|-------------------------------|------------|
| **(in thousands)**                    | ** ** | **2009**                   | ** ** | **2008**                      | ** ** | **2008** | ** ** |
|                                       |       |                       |       |                          |       |   |   |
| Trade accounts  receivable                 |       | $                          | 87,154     |                          | $          | 112,019 |   | $ | 81,929 |   |
| Allowance for  doubtful accounts           |       | (5,924                     | )          | (1,968                        | )          | (4,368 | ) |
| Allowance for  sales discounts and returns |       | (1,847                     | )          | (2,417                        | )          | (1,556 | ) |
|                                       |       | $                          | 79,383     |                          | $          | 107,634 |   | $ | 76,005 |   |

 

3.             Inventories

 

Inventories consist ofthe following:

 
| ** **              | ** ** | **At ****March 31****,** | ** ** | **At December 31,** | ** ** |
|-------------------------|------------|------------------------------------|------------|-------------------------------|------------|
| **(in thousands)** | ** ** | **2009**                           | ** ** | **2008**                      | ** ** | **2008** | ** ** |
|                    |       |                               |       |                          |       |   |   |
| Raw materials           |       | $                                  | 86,411     |                          | $          | 85,756 |   | $ | 92,638 |   |
| In-process  products    |       | 24,890                             |       | 25,592                        |       | 26,371 |   |
| Finished  products      |       | 114,267                            |       | 116,507                       |       | 132,869 |   |
|                    |       | $                                  | 225,568    |                          | $          | 227,855 |   | $ | 251,878 |   |

 

4.             Property, Plant and Equipment, Net

 

Property, plant andequipment, net, consist of the following:

 
| ** **                                      | ** ** | **At ****March 31****,** | ** ** | **At December 31,** | ** ** |
|-------------------------------------------------|------------|------------------------------------|------------|-------------------------------|------------|
| **(in thousands)**                         | ** ** | **2009**                           | ** ** | **2008**                      | ** ** | **2008** | ** ** |
|                                            |       |                               |       |                          |       |   |   |
| Land                                            |       | $                                  | 22,654     |                          | $          | 19,783 |   | $ | 23,989 |   |
| Buildings and  site improvements                |       | 137,589                            |       | 131,907                       |       | 135,992 |   |
| Leasehold  improvements                         |       | 4,261                              |       | 4,005                         |       | 4,287 |   |
| Machinery and  equipment                        |       | 219,372                            |       | 214,232                       |       | 219,641 |   |
|                                            |       | 383,876                            |       | 369,927                       |       | 383,909 |   |
| Less accumulated  depreciation and amortization |       | (197,788                           | )          | (182,262                      | )          | (193,639 | ) |
|                                            |       | 186,088                            |       | 187,665                       |       | 190,270 |   |
| Capital projects  in progress                   |       | 5,324                              |       | 7,654                         |       | 3,048 |   |
|                                            |       | $                                  | 191,412    |                          | $          | 195,319 |   | $ | 193,318 |   |

 

The Company’s vacant facility in San Leandro,California, remained classified as an asset held for sale as of March 31,2009, consistent with the classification at December 31, 2008. Thisfacility is associated with the connector segment. In 2007 and 2008,environmental analyses of the San Leandro property indicated that it hadcontamination related to spilled fuel that would require an estimated $0.7million to remediate. The clean-up is expected to be completed in 2009. TheCompany expects to sell the San Leandro property after the remediation iscompleted.

 

5.             Investments

 

*Equity Method Investment*

 

The Company has a 35%equity interest in Keymark Enterprises, LLC (“Keymark”), for which the Companyaccounts using the equity method. Keymark develops software that assists indesigning and engineering residential structures. The Company’s relationshipwith Keymark includes the specification of the Company’s products in theKeymark software. The Company has no obligation to make any additional capitalcontributions to Keymark.

 

10

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6.             Debt

 

Outstanding debt at March 31,2009 and 2008, and December 31, 2008, and the available lines of credit atMarch 31, 2009, consisted of the following:

 
| ** **                                                                                                                                                                                                                      | ** ** | **Available**      | ** ** | **Debt Outstanding** | ** ** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------|------------|---------------------------|------------|
| ** **                                                                                                                                                                                                                      | ** ** | **Credit at** | ** ** | **at**                    | ** ** | **at** | ** ** |
| ** **                                                                                                                                                                                                                      | ** ** | **March 31,** | ** ** | **March 31,**        | ** ** | **December 31,** | ** ** |
| **(dollar amounts in thousands)**                                                                                                                                                                                | ** ** | **2009**           | ** ** | **2009**                  | ** ** | **2008** | ** ** | **2008** | ** ** |
|                                                                                                                                                                                                                            |       |               |       |                      |       |   |   |   |   |
| Revolving line  of credit, interest at LIBOR plus 0.27% (at March 31, 2009, LIBOR plus  0.27% was 0.79%), expires October 2012, commitment fees payable at the annual  rate of 0.08% on the unused portion of the facility |       | $                  | 200,000    |                      | $          | — |   | $ | — |   | $ | — |   |
|                                                                                                                                                                                                                            |       |               |       |                      |       |   |   |   |   |
| Revolving line  of credit, interest at the bank’s base rate plus 3% (at March 31, 2009,  the bank’s base rate plus 3% was 3.50%), expires October 2009                                                      |       | 358                |       | —                    |       | — |   | — |   |
|                                                                                                                                                                                                                            |       |               |       |                      |       |   |   |   |   |
| Revolving lines  of credit, interest rates between 1.86% and 3.82%                                                                                                                                                              |       | 4,331              |       | 821                       |       | 3,390 |   | 26 |   |
| Line of credit                                                                                                                                                                                                                  |       |               |       | $                         | 821        |   | $ | 3,390 |   | $ | 26 |   |
| Available credit                                                                                                                                                                                                                |       | $                  | 204,689    |                      |       |   |   |   |   |   |

 

7.             Commitments and Contingencies

 

Note 9 to the consolidated financialstatements in the 2008 Annual Report provides information concerningcommitments and contingencies. From time to time, the Company is involved invarious legal proceedings and other matters arising in the normal course ofbusiness. The resolution of claims and litigation is subject to inherentuncertainty and could have a material adverse effect on the Company’s financialcondition, cash flows and results of operations.

 

The Company’spolicy with regard to environmental liabilities is to accrue for futureenvironmental assessments and remediation costs when information becomesavailable that indicates that it is probable that the Company is liable for anyrelated claims and assessments and the amount of the liability is reasonablyestimable. The Company does not believe that these matters will have a materialadverse effect on the Company’s financial condition, cash flows or results ofoperations. See Note 4 “Property, Plant and Equipment, Net.”

 

Corrosion, hydrogenenbrittlement, cracking, material hardness, wood pressure-treating chemicals,misinstallations, misuse, environmental conditions or other factors cancontribute to failure of fasteners, connectors, tools and venting products. Onoccasion, some of the fasteners and connectors that the Company sells havefailed, although the Company has not incurred any material liability resultingfrom those failures. The Company attempts to avoid such failures byestablishing and monitoring appropriate product specifications, manufacturingquality control procedures, inspection procedures and information onappropriate installation methods and conditions. The Company subjects itsproducts to extensive testing, with results and conclusions published inCompany catalogues and on its websites. Based on test results to date, theCompany believes that, generally, if its products are appropriately selected,installed and used in accordance with the Company’s guidance, they may bereliably used in appropriate applications.

 

11

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8.             Stock Option Plans

 

The Company currently hastwo stock option plans (see Note 1 “Basis of Presentation — *Accounting for Stock-Based Compensation”*). Participants aregranted stock options only if the applicable Company-wide or profit-centeroperating goals, or both, established by the Compensation Committee of theBoard of Directors at the beginning of the year, are met.

 

The fair value of eachoption award was estimated on the date of grant using the Black-Scholes optionpricing model. Expected volatility is based on historical volatilities of theCompany’s common stock measured monthly over a term that is equivalent to theexpected life of the option. The expected term of options granted is estimatedbased on the Company’s prior exercise experience and future expectations of theexercise and termination behavior of the grantees. The risk-free rate is basedon the yield of United States Treasury zero-coupon bonds with maturitiescomparable to the expected life in effect at the time of grant. The dividendyield is based on the expected dividend yield on the grant date.

 

Black-Scholes optionpricing model assumptions for options granted in 2009 and 2008 are as follows:

 
| **Number**              | ** ** | ** ** | ** ** | **Risk**     | ** ** | ** **   | ** ** | ** **   | ** ** | ** **     | ** ** | ** **              | ** ** | **Weighted** | ** ** |
|-------------------------|------------|------------|------------|--------------|------------|--------------|------------|--------------|------------|----------------|------------|-------------------------|------------|--------------|------------|
| **of Options**     | ** ** | ** ** | ** ** | **Free**     | ** ** | ** **   | ** ** | ** **   | ** ** | ** **     | ** ** | ** **              | ** ** | **Average**  | ** ** |
| **Granted**             | ** ** | **Grant**  | ** ** | **Interest** | ** ** | **Dividend** | ** ** | **Expected** | ** ** | ** **     | ** ** | ** **              | ** ** | **Fair**     | ** ** |
| **(in thousands)** | ** ** | **Date**   | ** ** | **Rate**     | ** ** | **Yield**    | ** ** | **Life**     | ** ** | **Volatility** | ** ** | **Exercise Price** | ** ** | **Value**    | ** ** |
| ** **              |       |       |       |         |       |         |       |         |       |           |       |                    |       |         |       |
| **1994  Plan**          |       |       |       |         |       |         |       |         |       |           |       |                    |       |         |       |
| 24                      |       | 02/23/09   |       | 2.08         | %          | 2.48         | %          | 6.5 years    |       | 30.9           | %          | $                       | 16.10      |         | $          | 4.06 |   |
| 29                      |       | 02/04/09   |       | 2.17         | %          | 1.88         | %          | 6.5 years    |       | 30.9           | %          | $                       | 21.25      |         | $          | 5.86 |   |
| 14                      |       | 04/23/08   |       | 3.15         | %          | 1.55         | %          | 6.0 years    |       | 27.1           | %          | $                       | 25.74      |         | $          | 6.92 |   |
| 40                      |       | 02/13/08   |       | 2.90         | %          | 1.68         | %          | 6.0 years    |       | 27.1           | %          | $                       | 23.78      |         | $          | 6.16 |   |

 

There were no optionsgranted under the 1995 Plan in 2009 or 2008.

 

The following tablesummarizes the Company’s stock option activity for the three months ended March 31,2009:

 
| ** **                                               | ** ** | ** **              | ** ** | ** **    | ** ** | **Weighted-**                 | ** ** | ** **              | ** ** |
|----------------------------------------------------------|------------|-------------------------|------------|---------------|------------|-------------------------------|------------|-------------------------|------------|
| ** **                                               | ** ** | ** **              | ** ** | **Weighted-** | ** ** | **Average**                   | ** ** | **Aggregate**           | ** ** |
| ** **                                               | ** ** | ** **              | ** ** | **Average**   | ** ** | **Remaining**                 | ** ** | **Intrinsic**           | ** ** |
| ** **                                               | ** ** | **Shares**              | ** ** | **Exercise**  | ** ** | **Contractual**               | ** ** | **Value ***        | ** ** |
| **Non-Qualified Stock Options**                | ** ** | **(in thousands)** | ** ** | **Price**     | ** ** | **Life (in years)** | ** ** | **(in thousands)** | ** ** |
|                                                     |       |                    |       |          |       |                          |       |                    |       |
| Outstanding at  January 1, 2009                     |       | 2,250                   |       | $             | 29.70      |                          |       |                    |       |   |
| Granted                                                  |       | 53                      |       | 18.92         |       |                          |       |                    |       |
| Exercised                                                |       | (8                      | )          | 16.45         |       |                          |       |                    |       |
| Forfeited                                                |       | (38                     | )          | 38.84         |       |                          |       |                    |       |
| Outstanding at  March 31, 2009                      |       | 2,257                   |       | $             | 29.34      |                          | 2.6        |                    | $          | 467 |   |
| Outstanding and  expected to vest at March 31, 2009 |       | 2,245                   |       | $             | 29.34      |                          | 2.6        |                    | $          | 463 |   |
| Exercisable at  March 31, 2009                      |       | 2,006                   |       | $             | 29.03      |                          | 2.3        |                    | $          | 422 |   |

 

----

*  The intrinsic value represents the amount, ifany, by which the fair market value of the underlying common stock exceeds theexercise price of the option, using the closing price per share of $18.02 on March 31,2009.

 

The total intrinsic value of options exercised during thethree months ended March 31, 2009 and 2008, was $60 thousand and $179thousand, respectively.

 

12

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A summaryof the status of unvested options as of March 31, 2009, and changes duringthe three months ended March 31, 2009, are presented below:

 
| ** **                        | ** ** | ** **              | ** ** | **Weighted-**       | ** ** |
|-----------------------------------|------------|-------------------------|------------|---------------------|------------|
| ** **                        | ** ** | ** **              | ** ** | **Average**         | ** ** |
| ** **                        | ** ** | **Shares**              | ** ** | **Grant-Date**      | ** ** |
| **Unvested Options**         | ** ** | **(in thousands)** | ** ** | **Fair Value** | ** ** |
|                              |       |                    |       |                |       |
| Unvested at  January 1, 2009 |       | 258                     |       | $                   | 11.58      |   |
| Granted                           |       | 53                      |       | 5.04                |       |
| Vested                            |       | (59                     | )          | 12.24               |       |
| Forfeited                         |       | (1                      | )          | 13.68               |       |
| Unvested at  March 31, 2009  |       | 251                     |       | $                   | 10.05      |   |

 

As of March 31, 2009, $2.2 million of total unrecognized compensationcost was related to unvested share-based compensation arrangements under the1994 Plan. This cost is expected to be recognized over a weighted-averageperiod of 1.47 years. Options granted under the 1995 Plan are fullyvested and are expensed on the date of grant.

 

9.             Segment Information

 

The Company is organizedinto two primary operating segments. The segments are defined by types ofproducts manufactured, marketed and distributed to the Company’s customers. Thetwo product segments are connector products and venting products. These segmentsare differentiated in several ways, including the types of materials, theproduction processes, the distribution channels and the product applications.Transactions between the two segments were immaterial for each of the periodspresented.

 

The following tableillustrates certain measurements used by management to assess the performanceof the segments described above as of or for the following periods:

 
| ** **                       | ** ** | **Three Months**** Ended** | ** ** |
|----------------------------------|------------|--------------------------------------|------------|
| ** **                       | ** ** | **March 31,**                   | ** ** |
| **(in thousands)**          | ** ** | **2009**                             | ** ** | **2008** | ** ** |
| * *                         | * *   | * *                             | * *   | * * | * * |
| *Net  Sales*                     | * *   | * *                             | * *   | * * | * * |
| Connector  products              |       | $                                    | 109,144    |   | $ | 154,168 |   |
| Venting products                 |       | 10,179                               |       | 13,488 |   |
| Total                            |       | $                                    | 119,323    |   | $ | 167,656 |   |
| * *                         | * *   | * *                             | * *   | * * | * * |
| *Income  (Loss) from Operations* | * *   | * *                             | * *   | * * | * * |
| Connector  products              |       | $                                    | (7,088     | ) | $ | 16,519 |   |
| Venting products                 |       | (3,260                               | )          | (2,847 | ) |
| Administrative  and all other    |       | 10                                   |       | (198 | ) |
| Total                            |       | $                                    | (10,338    | ) | $ | 13,474 |   |

 
| ** **                    | ** ** | ** **                 | ** ** | ** **            | ** ** | **At**   | ** ** |
|-------------------------------|------------|----------------------------|------------|-----------------------|------------|----------|------------|
| ** **                    | ** ** | **At March 31,** | ** ** | **December 31,** | ** ** |
| **(in thousands)**       | ** ** | **2009**                   | ** ** | **2008**              | ** ** | **2008** | ** ** |
| * *                      | * *   | * *                   | * *   | * *              | * *   | * * | * *   |
| *Total  Assets*               | * *   | * *                   | * *   | * *              | * *   | * * | * *   |
| Connector  products           |       | $                          | 596,575    |                  | $          | 573,651  |       | $ | 612,733 |   |
| Venting products              |       | 72,804                     |       | 73,418                |       | 77,218   |       |
| Administrative  and all other |       | 130,030                    |       | 176,358               |       | 140,249  |       |
| Total                         |       | $                          | 799,409    |                  | $          | 823,427  |       | $ | 830,200 |   |

 

Cash collected by the Company’s subsidiaries is routinelytransferred into the Company’s cash management accounts and, therefore, hasbeen included in the total assets of “Administrative and all other.” Cash andcash equivalent balances in the “Administrative and all other” segment were$107.2 million, $145.6 million, and $136.2 million, as of March 31, 2009and 2008, and December 31, 2008, respectively.

 

13

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10.           Subsequent Events

 

In April 2009, the Company’ssubsidiary, Simpson Strong-Tie Europe EURL, purchased the equity of AgenceInternationale Commerciale et Industrielle, S.A.S. (“Aginco”). Agincomanufactures a line of high quality builder products and distributes them inFrance. The purchase price (subject to post-closing adjustments) was $21.9million in cash.

 

In April 2009, theCompany’s Board of Directors declared a cash dividend of $0.10 per share, atotal currently estimated at $4.9 million, to be paid on July 23, 2009, tostockholders of record on July 2, 2009.

 

14

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**Item 2.Management’s Discussion and Analysis of Financial Condition and Results ofOperations.**

 

*Thisdocument contains forward-looking statements, based on numerous assumptions andsubject to risks and uncertainties. Although the Company believes that theforward-looking statements are reasonable, it does not and cannot give anyassurance that its beliefs and expectations will prove to be correct. Manyfactors could significantly affect the Company’s operations and cause theCompany’s actual results to be substantially different from the Company’sexpectations. See “Part II, Item 1A -**RiskFactors.**”**Actual results might differ materially from resultssuggested by any forward-looking statements in this report.**The Company does nothave an obligation to publicly update any forward-looking statements, whetheras a result of the receipt of new information, the occurrence of future eventsor otherwise.*

 

The following is a discussion andanalysis of the consolidated financial condition and results of operations forthe Company for the three months ended March 31, 2009 and 2008. Thefollowing should be read in conjunction with the interim Condensed ConsolidatedFinancial Statements and related Notes appearing elsewhere herein.

 

Results of Operations for the Three Months Ended March 31,2009, Compared with the Three Months Ended March 31, 2008

 

Net sales decreased 28.8% from $167.7for the first quarter of 2008 to $119.3 million in the first quarter of 2009.The Company had a net loss of $8.4 million for the first quarter of 2009compared to net income of $8.4 million for the first quarter of 2008. Dilutednet loss per common share was $0.17 for the first quarter of 2009 compared todiluted net income per common share of $0.17 for the first quarter of 2008.

 

In the first quarter of 2009, salesdeclined throughout the United States. California, the western states and thesouth/southeastern states had the largest decrease in sales. Sales during thequarter also decreased throughout Europe, the United Kingdom and Canada. Salesin Asia, although relatively small, have increased as Simpson Strong-Tie hasrecently expanded its presence in the region. Simpson Strong-Tie’s firstquarter sales decreased 29.2% from the same quarter last year, while SimpsonDura-Vent’s sales decreased 24.5%. Simpson Strong-Tie’s sales to dealerdistributors and contractor distributors decreased significantly ashomebuilding continued to decline and general economic conditions continued toworsen. In response to changing conditions, the Company recomposed the group ofcustomers that it classifies as home centers by removing those customers thatserve professional users rather than retail customers and classifying them asdealer distributors. Under the new classification, sales to home centers decreasedslightly whereas under the old composition, the decrease would have beenlarger. Sales decreased across all of Simpson Strong-Tie’s major product lines,particularly those used in new home construction. Sales of most of SimpsonDura-Vent’s product lines also decreased, with the exception of special gasvent and relining products, which increased as a result of the acquisition ofProTech Systems, Inc. in June 2008.

 

Income from operations decreased176.7% from $13.5 million in income in the first quarter of 2008 to a loss of$10.3 million in the first quarter of 2009. Gross margins decreased from 33.6%in the first quarter of 2008 to 25.7% in the first quarter of 2009. Thedecrease in gross margins was primarily due to reduced absorption of fixedoverhead, as a result of lower production volumes, as well as highermanufacturing costs, including higher cost of material, labor and distribution.Steel prices continued to decline from their peak in July 2008, as aresult of weak demand. The Company has focused on reducing its inventories,which have come down by 10.4% since December 31, 2008, but, with lowersales volumes, it may take several quarters to sell excess inventory.

 

Research and development expensesdecreased 4.7% from $5.1 million in the first quarter of 2008 to $4.9 millionin the first quarter of 2009. This decrease was primarily due to a $0.4 milliondecrease in professional service fees, partly offset by $0.2 million increasein expenses related to additional personnel, including those at businessesacquired in 2008. Selling expenses decreased 19.1% from $19.8 million in thefirst quarter of 2008 to $16.0 million in the first quarter of 2009. Thedecrease resulted from a $2.0 million decrease in expenses associated withsales and marketing personnel, most of which was related to cost-cuttingmeasures, and a $1.1 million decrease in promotional expenditures. General andadministrative expenses increased 12.8% to $20.2 million in the first quarterof 2009 from $17.9 million in the first quarter of 2008. The increase was theresult of several factors, including higher bad debt expense of $2.5 million,primarily related to one customer, increased legal and professional serviceexpenses of $0.8 million and higher administrative personnel expenses of $0.7 million,including those at businesses acquired in 2008. This increase was partly offsetby a decrease in cash profit sharing of $1.5 million, primarily due to theoperating loss. Interest income decreased 91.0% from $1.1 million in the firstquarter of 2008 to $0.1 million in the first quarter of 2009, primarily as aresult of lower interest rates. The effective tax rate was 19.4% in the firstquarter of 2009, which resulted in income tax benefit of $2.0 million, versusan effective tax rate of 42.8% in the first quarter of 2008, which resulted inincome tax expense of $6.3 million. The effective tax rate of 19.4% is lowerthan the 

 

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statutory rate primarily due to the valuation allowances taken on foreign lossesand a reduced benefit from the reduction or loss of enterprise zone tax creditsat two of the Company’s facilities in California. As a result of the lossbefore taxes in the first quarter of 2009, the lower effective tax rateresulted in a smaller benefit than if the Company had a higher effective taxrate. In general, the Company is required to use an estimated annualeffective tax rate to measure the tax benefit or tax expense recognized in aninterim period. The income tax benefit for the three months ended March 31,2009, however, has been computed based on the first three months of 2009 as adiscrete period due to the uncertainty regarding the Company’s ability toreliably estimate pre-tax income for the remainder of the year. The Company cannotreliably estimate pre-tax income for the remainder of 2009 or for the fullyear, primarily due to the continued uncertainty in the construction markets inwhich the Company operates. The income tax provision for the three months endedMarch 31, 2008, was calculated using estimated annual effective tax rates.

 

***ConnectorProducts — Simpson Strong-Tie***

 

In the first quarter of2009, Simpson Strong-Tie’s net sales decreased 29.2% to $109.1 million from$154.2 million in the first quarter of 2008.Simpson Strong-Tie accounted for91.5% of the Company’s total net sales in the first quarter of 2009, a decreasefrom 92.0% in the first quarter of 2008. The decrease in net sales at SimpsonStrong-Tie resulted primarily from a decrease in sales volume, although averageprices increased 22.1% as compared to the first quarter of 2008. In thefirst quarter of 2009, Simpson Strong-Tie’s sales declined throughout theUnited States. California, the western states and the south/southeastern stateshad the largest decrease in sales. Simpson Strong-Tie’s sales during thequarter also decreased throughout Europe, the United Kingdom and Canada. Salesin Asia, although relatively small, have increased as Simpson Strong-Tie hasrecently expanded its presence in the region. Simpson Strong-Tie’s sales todealer distributors and contractor distributors decreased significantly ashomebuilding continued to decline and general economic conditions continued toworsen. In response to changing conditions, the Company recomposed the group ofcustomers which it classifies as home centers by removing those customers thatserve professional users rather than retail customers and classifying them asdealer distributors. Under the new classification, sales to home centersdecreased slightly whereas under the old composition, the decrease would havebeen larger. Sales decreased across all of Simpson Strong-Tie’s major productlines, particularly those used in new home construction.

 

Simpson Strong-Tie’s gross profit decreased 45.2% from $56.0 millionin the first quarter of 2008 to $30.7 million in the first quarter of 2009. Asa percentage of net sales, gross profit decreased from 36.3% in the first quarter of 2008 to 28.1% in thefirst quarter of 2009. This decrease was primarily due to reduced absorption offixed overhead, as a result of lower production volumes, as well as highermanufacturing costs, including higher costs of material, labor anddistribution.

 

Simpson Strong-Tie’sresearch and development expenses decreased 6.7% from $4.8 million in the firstquarter of 2008 to $4.5 million in the first quarter of 2009. This decrease wasprimarily due to a $0.5 million decrease in professional services partly offsetby increases in expenses related to additional personnel, including thoseassociated with the acquisitions made during 2008.  Simpson Strong-Tie’s selling expenses decreased 18.9% from $18.1million in the first quarter of 2008 to$14.7 million in the first quarter of 2009.The decrease resulted primarily from a $1.9 million decrease in expensesassociated with sales and marketing personnel, most of which was related tocost cutting measures, a decrease of $1.0 million in promotional expenditures,and a $0.5 million decrease in professional services. Simpson Strong-Tie’sgeneral and administrative expenses increased 12.2% to $18.5 million in thefirst quarter of 2009 from $16.5 million in thefirst quarter of 2008. The increase was primarily due to an increase inthe provision for bad debt of $2.5 million, primarily related to one customer,higher administrative personnel expenses of $0.3 million, including those atbusinesses acquired in 2008, and increased home office administrativeallocations of $1.3 million. The increase was partly offset by decreases incash profit sharing of $1.5 million, as a result of the operating loss, and ininformation technology expenditures of $0.2 million.

 

SimpsonStrong-Tie recorded a loss from operations of $7.1 million in the first quarterof 2009 as compared to income from operations of $16.5 million in the firstquarter of 2008.

 

For its European operations, SimpsonStrong-Tie recorded losses from operationsof $4.2 million in the first quarter of 2009 compared to losses from operationsof $1.0 million in the first quarter of 2008.

 

SimpsonStrong-Tie has continued to adjust production levels downward at variousfacilities in the United States, and as a result, has reduced its labor forceat these facilities.

 

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***VentingProducts — Simpson Dura-Vent***

 

In the first quarter of 2009, SimpsonDura-Vent’s net sales decreased 24.5% to $10.2 million from $13.5 million in the first quarter of 2008.  Simpson Dura-Vent accounted for 8.5% of the Company’s total net sales in the first quarterof 2009, an increase from 8.0% in the first quarter of 2008. The decrease innet sales at Simpson Dura-Ventresulted primarily from a decrease in sales volume, although average pricesincreased 10.0% as compared to the first quarter of 2008. In the first quarter of 2009, Simpson Dura-Vent’s salesdecreased throughout the United States, with significant decreases in thewestern region resulting from the weaknessin new home construction.  Salesof most of Simpson Dura-Vent’s product lines also decreased, with the exceptionof special gas vent and relining products, which increased as a result of theacquisition of ProTech Systems, Inc. in June 2008.

 

Simpson Dura-Vent’s gross profit decreased slightly from $115thousand in the first quarter of 2008 to $92 thousand in the first quarter of 2009.This decrease was primarily due to higher manufacturing costs, includinghigher cost of material and distribution costs, partly offset by lower fixedoverhead costs.

 

Simpson Dura-Vent’sselling expenses decreased 21.5% from $1.7 million in the first quarter of 2008 to $1.3 million in the first quarter of2009. The decrease resultedprimarily from decreases of $0.2 million in promotional activities, $0.2million in agent commissions and $0.1 million in expenses associated with salesand marketing personnel. Simpson Dura-Vent’s general and administrativeexpenses increased 65.7% to $1.7 million in the first quarter of 2009 from $1.0million in the first quarter of 2008. This increase was primarily due toincreased expenses associated with administrative personnel of $0.1 million,including those at businesses acquired in 2008, and higher intangible assetamortization expense of $0.2 million.

 

SimpsonDura-Vent’s loss from operations increased to $3.3 million in the first quarterof 2009 from $2.9 million in the first quarter of 2008.

 

***Administrativeand All Other (Company)***

 

Interestincome is generated on the Company’s cash and cash equivalents balances. Interest income decreased primarily as aresult of lower interest rates. Interestexpense includes interest, account maintenance fees and bank charges.

 

CriticalAccounting Policies and Estimates

 

The Company did not makeany significant changes to its critical accounting policies and estimatesduring the three months ended March 31, 2009, from those disclosed in “Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations,” included in the Company’s Annual Report on Form 10-K for thefiscal year ended December 31, 2008.

 

*RecentlyIssued Accounting Standards*

 

SeeNote 1, “Basis ofPresentation*— Recently Issued Accounting Standards,*”  to the Company’s Condensed ConsolidatedFinancial Statements for a discussion of recently issued accounting standards.

 

Liquidity and Sources of Capital

 

As of March 31, 2009, working capital was $438.9million as compared to $448.3 million at March 31, 2008, and $455.7million at December 31, 2008. The decrease in working capital from December 31,2008, was primarily due to decreases in inventories and cash and cashequivalents of $26.3 million and $12.5 million, respectively. Raw materialinventories decreased 6.7% from December 31, 2008, while in-progress andfinished goods inventories decreased 12.6% over the same period. The decreasein raw material inventories resulted from lower purchasing activity during thequarter, and the decreases in in-progress and finished goods inventoriesresulted from lower production volumes at the Company’s manufacturingfacilities. Partly offsetting the decreases in working capital were decreasesin accrued profit sharing contributions and accrued liabilities of $7.6 millionand $5.2 million, respectively, and increases in net trade accounts receivableand other current assets of $3.4 million and $4.7 million, respectively. Thebalance of the change in working capital was due to the fluctuation of variousother asset and liability accounts, none of which was individually material.The working capital change and changes in noncurrent 

 

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assets and liabilities, combined with a net loss of$8.4 million and noncash expenses, primarily depreciation, amortization andstock-based compensation charges totaling $7.4 million, resulted in net cashprovided by operating activities of $0.5 million. As of March 31, 2009,the Company had unused credit facilities available of $204.7 million.

 

The Company used $7.5 million in its investing activities,primarily for the acquisition of the DeckTools business and capitalexpenditures mainly at its facilities in Europe and Asia. The Company estimatesthat its full-year capital spending will total $15.0 million for 2009.

 

In January 2009, theCompany acquired the business of RO Design Corp, a Florida corporation doingbusiness as DeckTools, which licenses deck design and estimation software. Thesoftware provides professional deck builders, home centers and lumber yards asimple, graphics-driven solution for designing decks and estimating materialand labor costs for the project. Payments under this agreement total $4.0million in cash, including $2.5 million to be paid in the future, which will betreated as compensation expense to the principal officer of RO Design Corp, whois now employed by the Company. The Company recorded goodwill of $1.5 millionas a result of the acquisition, but the purchase price allocation has not beenfinalized.

 

In April 2009, the Company’ssubsidiary, Simpson Strong-Tie Europe EURL, purchased the equity of AgenceInternationale Commerciale et Industrielle, S.A.S. (“Aginco”). Agincomanufactures a line of high quality builder products and distributes them inFrance. The purchase price (subject to post-closing adjustments) was $21.9million in cash.

 

The Company hasclassified its vacant facility in San Leandro, California, as an asset held forsale. In 2007 and 2008, environmental analyses of the San Leandro propertyindicated that it had contamination related to spilled fuel that would requirean estimated $0.7 million to remediate. The clean-up is expected to becompleted in 2009. The Company expects to sell the San Leandro property afterthe remediation is completed.

 

The Company’s financingactivities used net cash of $3.9 million. The payment of cash dividends in theamount of $4.9 million was the primary financing activity use of cash. Cashprovided by financing activities was primarily from borrowings of $0.8 millionon credit lines of the Company’s European subsidiaries. In April 2009, theCompany’s Board of Directors declared a cash dividend of $0.10 per share, atotal currently estimated at $4.9 million, to be paid on July 23, 2009, tostockholders of record on July 2, 2009.

 

The Company believes that cash generated by operations andborrowings available under its credit facility will be sufficient for theCompany’s working capital needs and planned capital expenditures for the next12 months. Depending, however, on the Company’s future growth and possibleacquisitions, it may become necessary to secure additional sources offinancing, which may not be available on reasonable terms, or at all.

 

The Company believes that the effect of inflation on theCompany has not been material in recent years, as general inflation rates haveremained relatively low. Because, however, the Company’s main raw material issteel, increases in steel prices may adversely affect the Company’s grossmargins if it cannot recover the higher costs through price increases.

 

**Item 3.Quantitative and Qualitative Disclosures About Market Risk.**

 

The Company hasforeign exchange rate risk in its international operations, primarily Europe andCanada, and through purchases from foreign vendors. The Company does notcurrently hedge this risk. If the exchange rate were to change by 10% in anyone country where the Company has operations, the change in net income wouldnot be material to the Company’s operations as a whole. The translationadjustment resulted in a decrease in accumulated other comprehensive income of$5.8 million for the three months ended March 31, 2009, primarily due tothe effect of the strengthening of the United States dollar in relation to theCanadian dollar and most European currencies.

 

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**Item 4.Controls and Procedures.**

 

*DisclosureControls and Procedures.*As of March 31, 2009, an evaluation of theeffectiveness of the design and operation of the Company’s disclosure controlsand procedures was performed under the supervision and with the participationof the Company’s management, including the chief executive officer (“CEO”) andthe chief financial officer (“CFO”). Based on that evaluation, the CEO and theCFO concluded that the Company’s disclosure controls and procedures wereeffective as of that date.

 

*Changesin Internal Control over Financial Reporting.* During the three months ended March 31,2009, the Company made no changes to its internal control over financialreporting (as defined in Securities Exchange Act of 1934 Rules 13a-15(f) and15d-15(f)) that have materially affected, or are reasonably likely tomaterially affect, its internal control over financial reporting.

 

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PART II — OTHERINFORMATION

 

**Item 1.Legal Proceedings.**

 

From time to time,the Company is involved in various legal proceedings and other matters arisingin the normal course of business. The Company is not engaged in any legalproceedings as of the date hereof, which the Company expects individually or inthe aggregate to have a material adverse effect on the Company’s financialcondition, cash flows or results of operations. The resolution of claims andlitigation is, however, subject to inherent uncertainty and could have amaterial adverse effect on the Company’s financial condition, cash flows orresults of operations.

 

**Item 1A.Risk Factors**

 

We are affected by risksspecific to us, as well as risks that affect all businesses operating inglobal markets. Some of the significant factors that could materially adverselyaffect our business, financial condition and operating results appear in “Item1A. Risk Factors” of our most recent Annual Report on Form 10-K(available at www.simpsonmfg.com/docs/10K-2008.pdf or www.sec.gov), but wehave changed the risk factor titled “Impairmentcharges on goodwill or other intangible assets would adversely affect ourfinancial position and results of operations,” to read as follows:

 

**Impairment charges on goodwill or other intangibleassets would adversely affect our financial position and results of operations.**

 

We are required toperform impairment tests on our goodwill and other intangible assets annuallyor at any time when events occur that could affect the value of our businesssegments.  To determine whether agoodwill impairment has occurred, we compare fair value of each of ourreporting units with its carrying value. Significant and unanticipated changes in circumstances, such assignificant adverse changes in business climate, adverse actions by regulatoryauthorities, unanticipated competition, loss of key customers or changes intechnology or markets, can require a charge for impairment that can materiallyand adversely affect our reported net income and our stockholders’ equity.  For example, in 2008, our annual impairmenttest resulted in goodwill impairment charge of $3.0 million associated withassets acquired in England in 1999 as part of our U.K. reporting unit.  Our U.K. reporting unit’s carrying valueexceeded its fair value, primarily due to reduced future expected net cashflows.  If current adverse conditions inthe home-building industry, the financial markets or the economy generallyshould continue longer than we anticipate, we may need to take further chargesfor impairment, which we are not now able to estimate, but which may besubstantial.

 

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

 

In December 2008,the Board of Directors authorized the Company to repurchase up to $50.0 millionof the Company’s common stock. This replaced the $50.0 million repurchaseauthorization from December 2007. The authorization will remain in effectthrough the end of 2009. There were no repurchases of the Company’s commonstock in the first quarter of 2009.

 

**Item 6.Exhibits.**

 

The following exhibitsare either incorporated by reference into this report or filed with thisreport, as indicated below. Any representation, warranty or other statement ofpurported fact in any such exhibit that is a contract, agreement or similarinstrument may not be true or complete, either at the date of such instrumentor at any later time.  Even if suchstatements were accurate when made, they may not be accurate now.  The parties to such instruments did notintend such statements to establish any facts, but intended such statements toallocate contractual risk between the parties. Such instruments may be subject to standards of materiality that differfrom the standards applicable to this report. No one other than the parties to the instrument is entitled to rely orshould rely on any statement in such instrument for any purpose.  Such statements were provided for the privatepurposes of the parties to the instruments and may have been qualified byschedules and other disclosures that have not been filed with (or incorporatedby reference into) this or any other report or document.  Only the parties to any such instrument areentitled to enforce it.

 

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| 3.1    |   | Certificate of  Incorporation of Simpson Manufacturing Co., Inc., as amended, is  incorporated by reference to Exhibit 3.1 of its Quarterly Report on  Form 10-Q for the quarter ended September 30, 2007.                                                                                                                                                                                                                                                                                                |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 3.2    |   | Bylaws of Simpson  Manufacturing Co., Inc., as amended through August 1, 2008, are  incorporated by reference to Exhibit 3.2 of its Current Report on  Form 8-K dated August 4, 2008.                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.1    |   | Rights Agreement dated  as of July 30, 1999, between Simpson Manufacturing Co., Inc. and  BankBoston, N.A., which includes as Exhibit B the form of Rights  Certificate, is incorporated by reference to Exhibit 4.1 of Simpson  Manufacturing Co., Inc.’s Registration Statement on Form 8-A dated  August 4, 1999.                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.2    |   | Certificate of  Designation, Preferences and Rights of Series A Participating Preferred  Stock of Simpson Manufacturing Co., Inc., dated July 30, 1999, is  incorporated by reference to Exhibit 4.2 of its Registration Statement  on Form 8-A dated August 4, 1999.                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.1   |   | Simpson Manufacturing  Co., Inc. 1994 Stock Option Plan, as amended through February 13,  2008, is incorporated by reference to exhibit 10.1 of Simpson Manufacturing  Co., Inc.’s Quarterly Report on Form 10-Q for the quarter ended  June 30, 2008.                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.2   |   | SimpsonManufacturingCo.,Inc.1995IndependentDirectorStockOptionPlan,asamendedthroughNovember18,2004,isincorporatedbyreferencetoexhibit10.2ofSimpsonManufacturingCo.,Inc.’sQuarterlyReportonForm10-QforthequarterendedJune30,2008.                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.3   |   | Simpson Manufacturing  Co., Inc. Executive Officer Cash Profit Sharing Plan, as amended through  February 25, 2008, is incorporated by reference to exhibit 10.3 of  Simpson Manufacturing Co., Inc.’s Quarterly Report on Form 10-Q for  the quarter ended June 30, 2008.                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.4   |   | Credit Agreement dated  as of October 10, 2007, among Simpson Manufacturing Co., Inc. as  Borrower, the Lenders party thereto, Wells Fargo Bank as Agent, and Simpson  Dura-Vent Company, Inc., Simpson Strong Tie Company Inc., and Simpson  Strong-Tie International, Inc. as Guarantors, is incorporated by  reference to Exhibit 10.1 of Simpson Manufacturing Co., Inc.’s  Current Report on Form 8-K dated October 15, 2007.                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.5   |   | Form of  Indemnification Agreement between Simpson Manufacturing Co., Inc. and  its directors and executive officers, as well as the officers of Simpson  Strong-Tie Company Inc. and Simpson Dura-Vent Company, Inc., is  incorporated by reference to Exhibit 10.2 of Simpson Manufacturing Co., Inc.’s  Annual Report on Form 10-K for the year ended December 31, 2004.                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.6   |   | Stock Purchase  Agreement dated as of July 23, 2007, between Hobart K. Swan and Reliance  Trust Company, solely in its capacity as independent trustee of the Swan  Secure Products, Inc. Employee Stock Ownership Plan and Trust, on the  one hand, and Simpson Strong-Tie Company Inc. and Simpson Manufacturing  Co., Inc., on the other hand, is incorporated by reference to  Exhibit 10.1 of Simpson Manufacturing Co., Inc.’s Current Report on  Form 8-K dated July 24, 2007. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 31     |   | Rule 13a-14(a)/15d-14(a) Certifications  are filed herewith.                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 32     |   | Section 1350  Certifications are filed herewith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 99.1   |   | Simpson Manufacturing  Co., Inc. 1994 Employee Stock Bonus Plan, as amended through  November 18, 2004, is incorporated by reference to Exhibit 99.1 of  Simpson Manufacturing Co., Inc.’s Annual Report on Form 10-K for  the year ended December 31, 2007.                                                                                                                                                                                                                               |

 

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**SIGNATURES**

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signedon its behalf by the undersigned thereunto duly authorized.

 

 
| ** ** |             | **  Simpson Manufacturing Co., Inc.  ** |
|------------|------------------|-------------------------------------------------------------|
|       |             | (Registrant)                                                |   |
|       |             |                                                        |
|       |             |                                                        |
| **DATE:**  | May 8, 2009 |                                                        | By | /s/Michael J.  Herbert |
|       |             | Michael J. Herbert                                          |   |
|       |             | Chief Financial Officer                                     |   |
|       |             | (principal accounting and financial officer)                |   |
|            |                  |                                                             |  |  |  |  |

 

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