Each of the terms the "Company," "we," "our," "us" and similar terms used herein
refer collectively to Simpson Manufacturing Co., Inc., a Delaware corporation,
and its wholly-owned subsidiaries, including Simpson Strong-Tie Company Inc.,
unless otherwise stated. The Company regularly uses its website to post
information regarding its business and governance. The Company encourages
investors to use http://www.simpsonmfg.com as a source of information about the
Company. The information on our website is not incorporated by reference into
this report or other material we file with or furnish to the Securities and
Exchange Commission (the "SEC"), except as explicitly noted or as required by
law.

The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of the Company's consolidated financial condition and results of operations. This discussion should be read in conjunction with the accompanying condensed consolidated financial statements and notes thereto included in this report.



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

                CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Forward-looking statements generally can be
identified by words such as "anticipate," "believe," "estimate," "expect,"
"intend," "plan," "target," "continue," "predict," "project," "change,"
"result," "future," "will," "could," "can," "may," "likely," "potentially," or
similar expressions that concern our strategy, plans, expectations or
intentions. Forward-looking statements include, but are not limited to,
statements about future financial and operating results, our plans, objectives,
business outlook, priorities, expectations and intentions, expectations for
sales growth, comparable sales, earnings and performance, stockholder value,
capital expenditures, cash flows, the housing market, the home improvement
industry, demand for services, share repurchases, our strategic initiatives,
including the impact of these initiatives, such as the acquisition of ETANCO, on
our strategic and operational plans and financial results, and any statement of
an assumption underlying any of the foregoing and other statements that are not
historical facts. Although we believe that the expectations, opinions,
projections and comments reflected in these forward-looking statements are
reasonable, such statements involve risks and uncertainties and we can give no
assurance that such statements will prove to be correct. Actual results may
differ materially from those expressed or implied in such statements.

Forward-looking statements are subject to inherent uncertainties, risks and
other factors that are difficult to predict and could cause our actual results
to vary in material respects from what we have expressed or implied by these
forward-looking statements. Important factors that could cause our actual
results and financial condition to differ materially from those expressed in our
forward looking statements include, among others, the successful integration of
ETANCO and those discussed under Item 1A. Risk Factors and Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
Additional risks include: the cyclicality and impact of general economic
conditions? changing conditions in global markets including the impact of
sanctions and tariffs, quotas and other trade actions and import restrictions?
the impact of pandemics, epidemics or other public health emergencies, such as
the recent outbreak of a novel strain of coronavirus (COVID-19)? volatile supply
and demand conditions affecting prices and volumes in the markets for both our
products and raw materials we purchase? the impact of foreign currency
fluctuations? potential limitations on our ability to access capital resources
and borrowings under our existing credit agreement; restrictions on our business
and financial covenants under our credit agreement? reliance on employees
subject to collective bargaining agreements; and or ability to repurchase shares
of our common stock and the amounts and timing of repurchases, if any.

We caution that you should not place undue reliance on these forward-looking
statements, which speak only as of the date of this report. Except as required
under the federal securities laws or the rules and regulations of the SEC, we
undertake no obligation to publicly update any forward-looking statement,
whether as a result of new information, future developments or otherwise.
Readers are urged to carefully review and consider the various disclosures made
by us in this report and in our other reports filed with the SEC that advise of
the risks and factors that may affect our business.




                                       21

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Overview

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



At our March 23, 2021 analyst and investor day, we unveiled several key growth
initiatives that we believe will help us continue our track record of above
market revenue growth through a combination of organic and inorganic
opportunities. Our organic opportunities are focused on expansion into new
markets within our core competencies of wood and concrete products. These key
growth initiatives will focus on the original equipment manufacturers, repair
and remodel or do-it-yourself, mass timber, concrete and structural steel
markets.

In order to grow in these markets, we aspire to be among the leaders in
engineered load-rated construction building products and systems and building
technology while leveraging our engineering expertise, deep-rooted relationships
with top builders, engineers, contractors, code officials and distributors,
along with our ongoing commitment to testing, research and innovation.
Importantly, we currently have existing products, testing results, distribution
and manufacturing capabilities for our key growth initiatives. Although these
initiatives are all currently in different stages of development, our successful
growth in these areas will ultimately be a function of expanding our sales
and/or marketing functions to promote our products to different end users and
distribution channels, expanding our customer base, and potentially introducing
new products in the future.

Also during the March analyst and investor day, we highlighted our five-year ambitions, which are as follows:



•Strengthen our values-based culture;
•Be the business partner of choice;
•Strive to be an innovative leader in the markets we operate;
•Continue above market growth relative to the United States housing starts;
•Remain within the top quartile of our proxy peers for operating income margin;
and
•Remain in the top quartile of our proxy peers for return on invested capital.

We will make periodic updates related to material developments to our key growth initiatives and with our five-year ambitions.

Acquisitions and Investments



On April 1, 2022, the Company successfully completed the acquisition of ETANCO,
a manufacturer of fastener products headquartered in France, for $800.0 million
(725 million euros(1)) net of cash. For the 12 months ending September 30, 2021,
ETANCO's net sales and operating income margin were approximately $291.0 million
(approximately €258 million(2)) and 19.7%(2), respectively.

ETANCO's primary product applications directly align with the addressable
markets in which the Company operates. Leveraging ETANCO's leading market
position in Europe, following the proposed acquisition, the Company would expand
its portfolio of solutions, including mechanical anchors, fasteners and
commercial building envelope solutions, as well as significantly increase its
market presence across Europe. The transaction would allow the Company to enter
into new commercial building markets such as façades, waterproofing, safety and
solar, as well as grow its share of direct business sales in Europe.

The Company expects to realize operating income synergies of approximately $30
million, on an annual run rate basis, within 36 months following the proposed
acquisition. These synergies would be achieved through expanding the Company's
market share by selling its products into new markets and channels,
incorporating ETANCO's products into the Company's existing channels, as well as
procurement optimization, manufacturing and operating expense efficiencies. The
Company expects to scale its European net sales and operating income margin
performance, which is anticipated to result in an approximate 500 basis point
increase in Europe operating income margins by 2025. Additionally, the Company
also expects that its interest expense will increase as a result of the
incurrence of debt to finance the acquisition of ETANCO.

Other accomplishments over the past year included the following:


                                       22
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•Realigned our sales teams to more specifically focus on five end use markets -
Residential, Commercial, OEM, National Retail and Building Technology, which has
led to new customer and project wins within five of our key growth initiatives.
•Invested in a venture capital fund focused on the home building industry and
related new technologies.
•Entered into a joint indirect investment in the North America Hundegger
equipment sales and service representative partner, Hundegger USA, LC to
increase each parties' sales in the mass timber and component manufacturing
markets by offering North America customers end-to-end solutions, including
integrated software from a single source.
•Formed an strategic alliance with Structural Technologies that will allow both
parties jointly deliver complete end-to-end strengthening solutions to
engineering professionals, contractors and owners across multiple construction
and repair markets,
•Within the National Retail market, we focused on growth in the repair and
remodel and do-it-yourself markets by completing a reset of some of our fastener
sets with one of our key customers, and
•Within the Commercial market, we expanded our offerings, including the
expansion of our structural steel product line.

The COVID-19 pandemic has severely impacted global economic conditions,
resulting in substantial volatility in the financial markets, increased
unemployment, and operational challenges resulting from measures that
governments have imposed to control its spread. We continue to monitor the
COVID-19 pandemic for potential impact on our business. We have undertaken
numerous steps and instituted additional precautions to comply with health and
safety guidelines and to protect our employees, suppliers and customers, as
their safety and well-being is one of our top priorities, and to comply with
health and safety guidelines. These steps and precautions include enhanced deep
cleaning, staggered shifts, temperature checking, use of face masks, practicing
social distancing and limiting non-employees at our locations, amongst other
safety related policies and procedures.

The Company's management team continues to monitor and manage its ability to
operate effectively and, to date, the Company has not experienced any
significant disruptions within its supply chain. Our supply chain partners have
been very supportive and continue to do their part to ensure that service levels
to our customers remain strong and, to date, we have not experienced any
supply-chain disruptions and continued to meet our customers' needs despite the
challenges presented by the COVID-19 pandemic. We will continue to communicate
with our supply chain partners to identify and mitigate risk and to manage
inventory levels. The Company's Crisis Management Team, which includes members
of senior management, meets periodically to review and assess the status of the
Company's operations and the health and safety of its employees.

The Company's business, financial condition and results of operations depends in
part on the level of United States, housing starts and residential construction
activity. Though single-family housing starts increased significantly in the
last year, we believe there is uncertainty current demand will remain at the
current level due to supply-chain factors, inflation and interest rate increases
affecting new home starts and completions. With recent sales price increases, we
believe sales will likely increase in future periods even if demand does not
decrease. However, increased selling prices are expected to be offset by
increasing material costs, sourcing logistics complications and a tight labor
market, which could negatively affect operating margins for 2022.

Management continues to monitor the impact of rising material input and product
logistics costs on the Company's financial condition, liquidity, operations,
suppliers, industry, and workforce.

Factors Affecting Our Results of Operations



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

Our sales also tend to be seasonal, with operating results varying from quarter
to quarter. With some exceptions, our sales and income have historically been
lower in the first and fourth quarters than in the second and third quarters of
a fiscal year, as our customers tend to purchase construction materials in the
late spring and summer months for the construction season. Weather conditions,
such as extended cold or wet weather, which affect and sometimes delay
installation of some of our products, could negatively affect our results of
operations. Political and economic events such as tariffs and the possibility of
additional tariffs on imported raw materials or finished goods or such as labor
disputes can also have an effect on our gross and operating profits as well as
the amount of inventory on-hand. Our operations can also be affected by a
volatile steel market and stressed product
                                       23
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transportation systems. Changes in raw material cost could negatively affect our
gross profit and operating margins depending on the timing of raw material
purchases or how much sales prices can be increased to offset higher raw
material costs. Delays in receiving products or shipping sales orders, as well
as increased transportation costs, could negatively impact sales and operating
profits.

Our operations also expose us to risks associated with pandemics, epidemics or other public health emergencies, such as the COVID-19 pandemic.

Business Segment Information



Historically our North America segment has generated more revenues from wood
construction products compared to concrete construction products. Our wood
construction product sales increased 49.0% for the quarter ended March 31, 2022
compared to March 31, 2021, and our concrete construction product sales
increased 27.5% for the quarter ended March 31, 2022 compared to March 31, 2021,
due to product price increases throughout 2021 in an effort to offset rising raw
material costs. These price increases were also the primary contributor to gross
profits and operating profits increasing over the same comparable periods. As a
result of the product price increases phased in during 2021, full phased in
product price increases for 2022 could result in $300 million in additional net
sales compared to 2021. We currently anticipate gross margin and operating
margin compression beginning in the latter half of 2022 as higher priced raw
materials and rising average cost of steel on hand offset the price increases.

Our Europe segment also generates more revenues from wood construction products
than concrete construction products. Europe sales increased 16.2% for the
quarter ended March 31, 2022 compared to March 31, 2021, primarily due to
product price increases throughout 2021 in an effort to offset rising raw
material costs, partly offset by the negative effect of approximately $3.7
million in foreign currency translation due a strengthening United States
dollar. Wood construction product sales increased 14.7% for the quarter ended
March 31, 2022 compared to March 31, 2021. Concrete construction product sales
are mostly project based, and sales increased 26.2% for the quarter ended
March 31, 2022 compared to March 31, 2021. The Company, including ETANCO, have
suspended all sales and distribution activity to Russia and Belarus. We estimate
annual sales to these countries are less $5.0 million. Gross margins decreased,
primarily due to higher factory & tooling costs, as a percentage of net sales.
Europe reported an operating loss of $1.4 million, primarily due to professional
fees of $7.0 million associated with the ETANCO acquisition, offset by a $1.1
million gain on the sale of a property and increased gross profits. We
anticipate incurring approximately $15 million to $17 million in integration and
transaction costs related to the ETANCO acquisition, of which $8 million to $10
million are incremental. Including increased steel costs, product sourcing
complications with the Ukraine conflict, Europe's net sales and operating
margins for the full year 2022 will likely be negatively impacted.

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



Since March 2021, inventory pounds in North America, which is the bulk of our
inventory, remained flat while the weighted average cost per pound of total on
hand increased approximately 56%. Based on our current expectations, we are
anticipating continued raw material cost pressure for fiscal 2022. As we work
through our on hand inventory and continue to buy raw material at these much
higher prices, our anticipated costs of goods sold are expected to increase
during fiscal 2022, even if prices for raw material decline, as the impact from
averaging raw material costs typically lags our price increases. We began to see
this sequential accelerating increase in material costs occur beginning in the
third quarter 2021.

Business Outlook

The Company updated its 2022 financial outlook to include the acquisition of
ETANCO, which closed on April 1, 2022, one quarter of actual results, and its
latest expectations regarding demand trends, raw material costs and operating
expenses. Based on business trends and conditions as of April 25, 2022, the
Company's outlook for the full fiscal year ending December 31, 2022 is as
follows:

•Operating margin is expected to be in the range of 19.0% to 20.0%, mostly
attributable to an improved outlook for the overall market and Simpson. In
addition, the revised outlook includes projected results for ETANCO, including
$15.0 to $17.0 million in integration and transaction costs.

•Interest expense on the outstanding borrowings of $250.0 million on the Revolving Credit Facility and $450.0 million Term Loan is expected to be approximately $12.0 million, including the effect of interest hedges and bank fee amortizations.


                                       24

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•The effective tax rate is expected to be in the range of 25.5% to 26.5%.



•Capital expenditures are expected to be in the range of $65.0 million to $70.0
million. As part of the integration process for ETANCO, Simpson management is in
the process of assessing additional capital expenditures in support of ETANCO's
operations.

Footnotes


(1) Reflects EUR to USD exchange rate as of March 21, 2022.
(2) For the last 12 months ending September 30, 2021, in accordance with French
GAAP. Subject to change following conversion to IFRS or U.S. GAAP accounting
standards and reflects EUR to USD exchange rate as of December 22, 2021.


Results of Operations for the Three Months Ended March 31, 2022, Compared with the Three Months Ended March 31, 2021



Unless otherwise stated, the below results, when providing comparisons (which
are generally indicated by words such as "increased," "decreased," "unchanged"
or "compared to"), compare the results of operations for the three months ended
March 31, 2022, against the results of operations for the three months ended
March 31, 2021. Unless otherwise stated, the results announced below, when
referencing "both quarters," refer to the three months ended March 31, 2021 and
the three months ended March 31, 2022.

The Company changed its presentation of its North America and Administrative and
all other segment statement of operations to account for allocated expenses and
management fees as a separate item below income from operations. Allocated
expenses and management fees between the two segments were previously included
in operating expenses and in income from operations. Income from operations for
the North America and Administrative and all other segments for the quarter
ended March 31, 2022 presented below was not affected by the change in
presentation. Consolidated income from operations, income before tax and net
income for the quarters ended March 31, 2022 and March 31, 2021 presented below
were not affected by the change in presentation.
First Quarter 2022 Consolidated Financial Highlights

The following table shows the change in the Company's operations from the three
months ended March 31, 2021 to the three months ended March 31, 2022, and the
increases or decreases for each category by segment:

                                                   Three Months                                                                    Three Months
                                                       Ended                 Increase (Decrease) in Operating Segment                  Ended
                                                     March 31,              North                           Asia/       Admin &      March 31,
(in thousands)                                         2021                America             Europe      Pacific     All Other       2022
Net sales                                          $  347,642    $      138,167              $  7,155    $    606    $        -    $  493,570
Cost of sales                                         185,360            66,078                 4,952         402            (3)      256,789
Gross profit                                          162,282            72,089                 2,203         204             3       236,781
Research and development and other engineering
expense                                                14,591             1,389                  (109)         (5)            -        15,866
Selling expense                                        30,823             5,654                   264          82            13        36,836
General and administrative expense                     48,565             2,333                  (158)        (81)        3,115        53,774
Total operating expenses                               93,979             9,376                    (3)         (4)        3,128       106,476
Acquisition related costs                                   -                                   6,951                         -         6,951
Net loss (gain) on disposal of assets                     (80)               11                (1,084)         69             1        (1,083)
Income from operations                                 68,383            62,702                (3,661)        139        (3,126)      124,437

Interest income (expense), net and other               (1,778)           (4,016)                 (943)        155         6,154          (428)

Income before income taxes                             66,605            58,686                (4,604)        294         3,028       124,009
Provision for income taxes                             16,218            14,490                (1,670)        148           247        29,433
Net income                                         $   50,387    $       44,196              $ (2,934)   $    146    $    2,781    $   94,576



                                       25

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Net sales increased 42.0% to $493.6 million from $347.6 million primarily driven
by the four product price increases we implemented in 2021 to offset rising raw
material costs. Wood construction product sales, including sales of connectors,
truss plates, fastening systems, fasteners and shearwalls, represented 88% and
87% of the Company's total sales in both the first quarters of 2022 and 2021,
respectively. Concrete construction product sales, including sales of adhesives,
chemicals, mechanical anchors, powder actuated tools and reinforcing fiber
materials, represented 12% and 13% of the Company's total sales in both the
first quarters of 2022 and 2021, respectively.

Gross profit increased 45.9% to $236.8 million from $162.3 million. Gross
margins increased to 48.0% from 46.7%, primarily due to product price increases
contributing to lower costs, each as a percentage of sales, in
warehouse/freight, factory & tooling, and labor costs, which were negatively
offset by higher raw material costs. Gross margins increased to 48.1% from 46.6%
for wood construction products and increased to 46.9% from 42.5% for concrete
construction products, respectively.

Research and development and engineering expense increased 8.7% to $15.9 million from $14.6 million, primarily due to increases of $1.6 million in personnel costs and $0.4 million in professional fees, offset by $0.9 higher software development expenses capitalized.



Selling expense increased 19.5% to $36.8 million from $30.8 million, primarily
due to increases of $2.4 million in travel related costs, $1.6 million in
personnel costs, $0.9 million in advertising & trade shows, and $0.6 million in
cash profit sharing expense.

General and administrative expense increased 10.7% to $53.8 million from $48.6
million, primarily due to increases of $3.5 million in professional fees, $2.6
million in personnel costs, $0.4 in travel related costs, and $0.3 million in
cash profit sharing expense, offset by a decrease of $1.9 million in stock-based
compensation expense.

Our effective income tax rate decreased to 23.7% from 24.3%.

Consolidated net income was $94.6 million compared to $50.4 million. Diluted earnings per share was $2.18 compared to $1.16.

Net sales

The following table shows net sales by segment for the three months ended March 31, 2022 and 2021, respectively:



                         North                         Asia/
(in thousands)          America         Europe        Pacific         Total
Three months ended
March 31, 2021        $ 300,564       $ 44,296       $ 2,782       $ 347,642
March 31, 2022          438,731         51,451         3,388         493,570
Increase              $ 138,167       $  7,155       $   606       $ 145,928
Percentage increase        46.0  %        16.2  %       21.8  %         42.0  %


The following table shows segment net sales as percentages of total net sales for the three months ended March 31, 2022 and 2021, respectively:




                                         North                    Asia/
                                        America      Europe      Pacific    

Total

Percentage of total 2021 net sales 87 % 13 % - %

   100  %
Percentage of total 2022 net sales         89  %       10  %         1  %     100  %



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Gross profit

The following table shows gross profit by segment for the three months ended March 31, 2022 and 2021, respectively:




                        North                      Asia/        Admin &
(in thousands)         America       Europe       Pacific      All Other       Total
Three months ended
March 31, 2021         $145,830      $15,250      $1,244         $(42)        $162,282
March 31, 2022         217,919       17,453        1,448         (39)         236,781
Increase               $72,089       $2,203        $204           $3          $74,499
Percentage Increase      49.4  %      14.4  %            *              *       45.9  %


* The statistic is not meaningful or material.

The following table shows gross margin by segment for the three months ended March 31, 2022 and 2021, respectively:




                                   North                    Asia/        Admin &
                                  America      Europe      Pacific      All Other      Total
2021 gross margin percentage       48.5  %     34.4  %      44.7  %              *     46.7  %
2022 gross margin percentage       49.7  %     33.9  %      42.7  %              *     48.0  %


* The statistic is not meaningful or material.

North America

•Net sales increased 46.0%,primarily due to product price increases throughout 2021 in an effort to offset rising raw material costs. Canada's net sales increased primarily due to product price increases offset by lower sales volumes.



•Gross margin increased to 49.7% from 48.5%, primarily due to product price
increases throughout 2021, contributing to lower costs, each as a percentage of
sales, in warehouse/freight, factory & tooling, and labor costs, which were
negatively offset by higher raw material costs.

•Research, development and engineering expenses increased 10.3%, primarily due
to increases of $1.3 million in personnel costs and $0.9 million in professional
fees, offset by $0.9 higher software development expenses capitalized.

•Selling expense increased 22.5%, primarily due to increases of $2.2 million in
travel-associated expenses, $1.8 million in personnel costs, $0.9 million in
advertising & trade show costs, $0.6 million in cash profit sharing expense,
offset by a decrease $0.3 million in stock-based compensation expense.

•General and administrative expense increased 6.8%, primarily due to increases of $2.7 million in professional fees,$1.0 million in personnel costs, $0.4 million for cash profit sharing expense, partly offset by decreases of $0.7 million in stock-based compensation and $0.6 million in depreciation and amortization.

•Income from operations increased by $62.7 million, primarily due to higher gross profit, partly offset by higher operating expenses

Europe

•Net sales increased 16.2%, primarily due to product price increases throughout 2021 in an effort to offset rising raw material costs, partly offset by the negative effect of approximately $3.7 million in foreign currency translation.

•Gross margin decreased slightly to 33.9% from 34.4%, primarily due to higher factory & tooling costs, as a percentage of net sales.


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•Income from operations decreased by $3.7 million, primarily due to professional
fees of $7.0 million associated with the ETANCO acquisition, offset by a $1.1
million gain on the sale of a property and increased gross profits.

Asia/Pacific



•For information about the Company's Asia/Pacific segment, please refer to the
tables above setting forth changes in our operating results for the three months
ended March 31, 2022 and 2021.


Effect of New Accounting Standards

See "Note 1 Basis of Presentation - Accounting Standards Not Yet Adopted " to the accompanying unaudited interim condensed consolidated financial statements.

Liquidity and Sources of Capital



On March 30, 2022, the Company entered into an Amended and Restated Credit
Agreement. The Amended and Restated Credit Agreement provides for a 5-year
revolving credit facility of $450.0 million, which includes a letter of
credit-sub-facility up to $50.0 million, and for a 5-year term loan facility of
$450.0 million. The Company borrowed $250.0 million, under the revolving credit
facility and $450.0 million under the term loan facility to finance a portion of
the purchase price of the Company's acquisition of ETANCO.

Our principal uses of capital include the costs and expenses associated with our
operations, including financing working capital requirements and continuing our
capital allocation strategy, which includes supporting capital expenditures,
paying cash dividends, repurchasing the Company's common stock, and financing
other investment opportunities over the next twelve months.

As of March 31, 2022, our cash and cash equivalents consisted of deposits and
money market funds held with established national financial institutions. Cash
and cash equivalents of $889.2 million are held in the local currencies of our
foreign operations and could be subject to additional taxation if repatriated to
the United States. On April 1, 2022, the Company used approximately $800 million
of the funds held in our foreign operations to acquire ETANCO. The Company is
maintaining a permanent reinvestment assertion on its foreign earnings relative
to remaining cash held outside the United States.

The following table shows selected financial information as of March 31, 2022, December 31, 2021 and March 31, 2021, respectively:



                                            At March 31,       At December 31,      At March 31,
 (in thousands)                                 2022                2021                2021

 Cash and cash equivalents                 $     984,372      $       301,155      $     257,428
 Property, plant and equipment, net              265,675              259,869            255,684
 Goodwill, intangible assets and other           169,474              170,309            165,918

Working capital less cash and cash


 equivalents                                     496,659              453,078            336,759


The following table provides cash flow indicators for the three-month periods ended March 31, 2022 and 2021, respectively:



                                                    Three Months Ended 

March 31,


      (in thousands)                                     2022                    2021
      Net cash provided by (used in):
       Operating activities                  $         44,679                 $ 17,833
       Investing activities                           (17,081)                 (15,729)
       Financing activities                  $        650,600                  (15,422)


Cash flows from operating activities result primarily from our earnings, and are also affected by changes in operating assets and liabilities which consist primarily of working capital balances. Our revenues are derived from manufacturing and sales of


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building construction materials. Our operating cash flows are subject to
seasonality and are cyclically associated with the volume and timing of
construction project starts. For example, trade accounts receivable is generally
at its lowest at the end of the fourth quarter and increases during the first,
second and third quarters.

During the three months ended March 31, 2022, operating activities provided
$44.7 million in cash and cash equivalents, as a result of $94.6 million from
net income and $14.9 million from non-cash expenses from net income, which
included depreciation and amortization expense and stock-based compensation
expense. Cash provided from net income was partly offset by a decrease of $64.8
million in the net change in operating assets and liabilities, including
increases of $89.8 million in trade accounts receivable, partly offset by
increases of $21.7 million in other current liabilities and $17.9 million in
trade accounts payable.

Cash used in investing activities of $17.1 million during the three months ended
March 31, 2022 was mainly for capital expenditures, offset by proceeds from the
sale of a property. Our capital spending for the three months ended March 31,
2021 and the three months ended March 31, 2022 was $10.5 million and $17.8
million, respectively, which was primarily used for a land purchase, machinery
and equipment purchases and software in development. Based on current
information and subject to future events and circumstances, total approved
capital spending for 2022, will be in the $65.0 million to $70.0 million range.
Capital spending will be dedicated to maintenance with the remainder focused on
growth to maximize efficiencies, expand our manufacturing footprint and invest
in our key growth initiatives. As part of the integration process for ETANCO,
Simpson management is in the process of assessing additional capital
expenditures in support of ETANCO's operations.

Cash provided by financing activities of $650.6 million during the three months
ended March 31, 2022 consisted primarily of $700.0 million loan proceeds used
for the acquisition of ETANCO, offset by $21.3 million used to repurchase
194,745 shares of common stock at an average price of $109.28 per share, $10.8
million used to pay dividends to our stockholders, $9.5 million used to pay
income taxes on behalf of the employees for shares withheld with respect to
their vested restricted stock units, and $6.8 million in bank fees paid in
connection with the Amended and Restated Credit Agreement.

On May 4, 2022, the Company's Board of Directors (the "Board") declared a quarterly cash dividend of $0.26 per share payable on July 28, 2022, to the Company's stockholders of record on July 7, 2022.

During 2022, the Board also approved changing our capital return target to 35% of our free cash flow from 50%.



Since the beginning of 2019 to the quarter ended March 31, 2022, we have
returned $315.5 million to stockholders, which represents 67.7% of our free cash
flow and over the same period the Company has repurchased over 2,442,456 shares
of the Company's common stock, which represents approximately 5.4% of the
outstanding shares of the Company's common stock at the start of 2019.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of March 31, 2022.

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