|
For the fiscal year ended December 31, 2014
|
|
Commission file number 0-1402
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Ohio
|
|
34-1860551
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(State or other jurisdiction of
incorporation or organization)
|
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(I.R.S. Employer Identification No.)
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|
|
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22801 St. Clair Avenue, Cleveland, Ohio
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|
44117
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(Address of principal executive offices)
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(Zip Code)
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(216) 481-8100
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(Registrant's telephone number, including area code)
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Common Shares, without par value
|
|
The NASDAQ Stock Market LLC
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(Title of each class)
|
|
(Name of each exchange on which registered)
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þ
Large accelerated filer
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|
¨
Accelerated filer
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|
¨
Non-accelerated filer
(Do not check if a smaller reporting company)
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|
¨
Smaller reporting company
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•
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general metal fabrication,
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•
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power generation and process industry,
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•
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structural steel construction (buildings and bridges),
|
•
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heavy equipment fabrication (farming, mining and rail),
|
•
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shipbuilding,
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•
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automotive,
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•
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pipe mills and pipelines, and
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•
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offshore oil and gas exploration and extraction.
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Name
|
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Age
|
|
Position
|
|
Christopher L. Mapes
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53
|
|
|
Chairman of the Board effective December 21, 2013. President and Chief Executive Officer effective December 31, 2012; Chief Operating Officer from September 1, 2011 to December 31, 2012; Director since February 2010. Prior to his service with the Company, Mr. Mapes was an Executive Vice President of A.O. Smith Corporation (a global manufacturer with a water heating and water treatment technologies business), a position he held from 2004 through August 2011, and the President of its former Electrical Products unit, a position he held from September 2004 through August 2011.
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Vincent K. Petrella
|
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54
|
|
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Executive Vice President, Chief Financial Officer and Treasurer since February 19, 2014; Senior Vice President, Chief Financial Officer and Treasurer from October 7, 2005 to February 19, 2014.
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Frederick G. Stueber
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61
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Executive Vice President, General Counsel and Secretary since February 19, 2014; Senior Vice President, General Counsel and Secretary from 1996 to February 19, 2014.
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George D. Blankenship
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52
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Executive Vice President, President, Lincoln Electric North America since February 19, 2014; Senior Vice President; President, Lincoln Electric North America from July 30, 2009 to February 19, 2014; Senior Vice President, Global Engineering from October 7, 2005 to July 30, 2009; Senior Vice President; President, Lincoln Cleveland of The Lincoln Electric Company from January 8, 2008 to July 30, 2009; Senior Vice President, U.S. Operations of The Lincoln Electric Company from October 7, 2005 to January 8, 2008.
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Gabriel Bruno
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47
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|
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Executive Vice President, Chief Information Officer since February 19, 2014; Vice President, Chief Information Officer from May 1, 2012 to February 19, 2014; Vice President, Corporate Controller from 2005 to May 1, 2012.
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Gretchen A. Farrell
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52
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Executive Vice President, Chief Human Resources Officer since February 19, 2014; Senior Vice President, Human Resources and Compliance from July 30, 2009 to February 19, 2014 ; Vice President, Human Resources from May 5, 2005 to July 30, 2009.
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Geoffrey P. Allman
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44
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|
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Senior Vice President, Corporate Controller since January 14, 2014; Corporate Controller from July 1, 2012 to January 14, 2014; Director, Regional Finance North America from October 1, 2009 to June 30, 2012.
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Thomas A. Flohn
|
|
54
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|
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Senior Vice President, President, Asia Pacific Region since February 19, 2014; Vice President, Regional President, Lincoln Electric Asia Pacific Region from November 4, 2013 to January 14, 2014. Vice President; President, Lincoln Electric Europe, Middle East & Africa (EMEA) from July 1, 2010 to November 4, 2013; Vice President; President, Lincoln Asia Pacific from January 1, 2005 to June 30, 2010.
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Mathias Hallmann
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52
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|
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Senior Vice President, President, LE Europe since February 19, 2014; Vice President; President, Lincoln Electric Europe from November 4, 2013 to February 19, 2014. Prior to his service with the Company, Mr. Hallmann was Chief Executive Officer of Bohler Welding Holding GmbH (a leading manufacturer and provider of auxiliary materials and consumables for industrial welding and soldering applications) from December 2008 to March 2012, and its Chief Operating Officer from April 2008 to November 2008.
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Steven B. Hedlund
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48
|
|
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Senior Vice President and President, Global Automation since January 22, 2015; Senior Vice President, Strategy & Business Development from February 19, 2014 to January 22, 2015; Vice President, Strategy and Business Development from September 15, 2008 to February 19, 2014. Prior to his service with the Company, Mr. Hedlund was the Vice President, Growth and Innovations with Master Lock, LLC (a security products company) from June 1, 2005 to July 1, 2008.
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David J. Nangle
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58
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|
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Senior Vice President, President, Harris Products Group since February 19, 2014; Vice President, Group President of Brazing, Cutting and Retail Subsidiaries from January 12, 2006 to February 19, 2014.
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North America Welding:
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|
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United States
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Cleveland and Fort Loramie, Ohio; San Diego and Anaheim, California; Reno, Nevada; Ladson, South Carolina; Chattanooga, Tennessee; Detroit, Michigan.
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Canada
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Toronto; Mississauga; Hamilton.
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Mexico
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Mexico City; Torreon.
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Europe Welding:
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France
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Grand-Quevilly.
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Germany
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Essen.
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Italy
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Genoa; Corsalone.
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Netherlands
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Nijmegen.
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Poland
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Bielawa; Dzierzoniow.
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Portugal
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Lisbon.
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Russia
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Mtsensk.
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Turkey
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Istanbul.
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United Kingdom
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Sheffield and Chertsey, England.
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Asia Pacific Welding:
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China
|
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Shanghai; Jinzhou; Nanjing; Zhengzhou; Luan County.
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India
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Chennai.
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Indonesia
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Cikarang.
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South America Welding:
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Brazil
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Sao Paulo.
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Colombia
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Bogota.
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Venezuela
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Maracay.
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The Harris Products Group:
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United States
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Mason, Ohio; Gainesville, Georgia; Santa Fe Springs, California.
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Brazil
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Guarulhos.
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Mexico
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Tijuana.
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Poland
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Dzierzoniow.
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2014
|
|
2013
|
||||||||||||||||||||
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Stock Price
|
|
Dividends
Declared
|
|
Stock Price
|
|
Dividends
Declared
|
||||||||||||||||
|
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High
|
|
Low
|
|
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High
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Low
|
|
||||||||||||||
First quarter
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|
$
|
76.26
|
|
|
$
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66.68
|
|
|
$
|
0.23
|
|
|
$
|
57.63
|
|
|
$
|
49.06
|
|
|
$
|
0.20
|
|
Second quarter
|
|
72.88
|
|
|
63.23
|
|
|
0.23
|
|
|
60.58
|
|
|
49.94
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|
|
0.20
|
|
||||||
Third quarter
|
|
73.75
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|
|
65.44
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|
|
0.23
|
|
|
69.35
|
|
|
56.75
|
|
|
0.20
|
|
||||||
Fourth quarter
|
|
75.49
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|
|
61.12
|
|
|
0.29
|
|
|
74.57
|
|
|
65.45
|
|
|
0.23
|
|
Period
|
|
Total Number of
Shares Repurchased
|
|
Average Price
Paid Per Share
|
|
Total Number of
Shares Repurchased
as Part of Publicly
Announced Plans or
Programs
|
|
Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs
(2)
|
|||||
October 1-31, 2014
|
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86,845
|
|
|
$
|
69.02
|
|
|
86,845
|
|
|
12,028,499
|
|
November 1-30, 2014
|
|
229,247
|
|
|
74.01
|
|
|
229,247
|
|
|
11,799,252
|
|
|
December 1-31, 2014
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|
495,576
|
|
(1)
|
70.25
|
|
|
493,116
|
|
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11,306,136
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|
Total
|
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811,668
|
|
|
71.18
|
|
|
809,208
|
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|
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(1)
|
Includes the surrender of
2,460
shares of the Company's common shares in connection with the vesting of restricted shares granted pursuant to the Company's 2006 Equity and Performance Incentive Plan.
|
(2)
|
On July 26, 2013, the Company announced a new share repurchase program, which increased the total number of the Company’s common shares authorized to be repurchased to
45 million
. Total shares purchased through the share repurchase program were
33,693,864
shares at a cost of
$899.6 million
for a weighted average cost of
$26.70
per share through
December 31, 2014
.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2014
(1)
|
|
2013
(2)
|
|
2012
(3)
|
|
2011
(4)
|
|
2010
(5)
|
||||||||||
Net sales
|
|
$
|
2,813,324
|
|
|
$
|
2,852,671
|
|
|
$
|
2,853,367
|
|
|
$
|
2,694,609
|
|
|
$
|
2,070,172
|
|
Net income
|
|
254,686
|
|
|
293,780
|
|
|
257,411
|
|
|
217,186
|
|
|
130,244
|
|
|||||
Basic earnings per share
|
|
3.22
|
|
|
3.58
|
|
|
3.10
|
|
|
2.60
|
|
|
1.54
|
|
|||||
Diluted earnings per share
|
|
3.18
|
|
|
3.54
|
|
|
3.06
|
|
|
2.56
|
|
|
1.53
|
|
|||||
Cash dividends declared per share
|
|
0.980
|
|
|
0.830
|
|
|
0.710
|
|
|
0.635
|
|
|
0.575
|
|
|||||
Total assets
|
|
1,939,215
|
|
|
2,151,867
|
|
|
2,089,863
|
|
|
1,976,776
|
|
|
1,783,788
|
|
|||||
Long-term debt
|
|
2,488
|
|
|
3,791
|
|
|
1,599
|
|
|
1,960
|
|
|
84,627
|
|
(1)
|
Results for 2014 include net rationalization and asset impairment charges of
$30,053
(
$30,914
after-tax) which primarily include
$32,742
(
$32,706
after-tax) in non-cash asset impairment charges partially offset by gains of
$3,930
(
$2,754
after-tax) related to the sale of assets. Associated with the impairment of long-lived assets is an offsetting special item of
$805
representing portions attributable to non-controlling interests. Results also include charges of
$21,133
(
$21,133
after-tax) related to Venezuelan remeasurement losses.
|
(2)
|
Results for 2013 include net rationalization and asset impairment charges of
$8,463
(
$7,573
after-tax) which include $3,658 ($2,965 after-tax) in rationalization charges and impairment charges net of gains on disposals of $4,805 ($4,608 after-tax). Results also include a charge of $12,198 ($12,198 after-tax) related to the devaluation of the Venezuelan currency and a loss of $705 ($705 after-tax) related to a loss on the sale of land. Associated with the impairment of long-lived assets and loss on the sale of land is an offsetting special item of $1,068 representing portions attributable to non-controlling interests.
|
(3)
|
Results for 2012 include net rationalization and asset impairment charges of $9,354 ($7,442 after-tax) which include $7,512 ($6,153 after-tax) in rationalization charges and asset disposal and impairment charges of $1,842 ($1,289 after-tax). Results also include a charge of $1,381 ($906 after-tax) related to a change in Venezuelan labor law, which provides for increased employee severance obligations.
|
(4)
|
Results for 2011 include net rationalization and asset impairment charges of $282 ($237 after-tax) resulting from rationalization activities primarily initiated in 2009 and a gain of $4,844 related to a favorable adjustment for tax audit settlements.
|
(5)
|
Results for 2010 include net rationalization and asset impairment gains of $384 ($894 after-tax) which include net gains of $3,684 ($3,725 after-tax) related to the sale of property and asset disposals, impairment charges of $883 ($801 after-tax) and $2,417 ($2,030 after-tax) in rationalization charges. Results also include a net charge of $3,123 ($3,560 after-tax) related to the change in functional currency and devaluation of the Venezuelan currency, income of $5,092 was recognized due to an adjustment in tax liabilities for a change in applicable tax regulations, a gain of $108 after-tax in non-controlling interests related to the impairment of assets for a majority-owned consolidated subsidiary and a charge of $1,890 after-tax in non-controlling interests related to gains on the disposal of assets in a majority-owned consolidated subsidiary.
|
•
|
general metal fabrication,
|
•
|
power generation and process industry,
|
•
|
structural steel construction (buildings and bridges),
|
•
|
heavy equipment fabrication (farming, mining and rail),
|
•
|
shipbuilding,
|
•
|
automotive,
|
•
|
pipe mills and pipelines, and
|
•
|
offshore oil and gas exploration and extraction.
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
|
Amount
|
|
% of Sales
|
|
Amount
|
|
% of Sales
|
|
Amount
|
|
% of Sales
|
|||||||||
Net sales
|
|
$
|
2,813,324
|
|
|
100.0
|
%
|
|
$
|
2,852,671
|
|
|
100.0
|
%
|
|
$
|
2,853,367
|
|
|
100.0
|
%
|
Cost of goods sold
|
|
1,864,027
|
|
|
66.3
|
%
|
|
1,910,017
|
|
|
67.0
|
%
|
|
1,986,711
|
|
|
69.6
|
%
|
|||
Gross profit
|
|
949,297
|
|
|
33.7
|
%
|
|
942,654
|
|
|
33.0
|
%
|
|
866,656
|
|
|
30.4
|
%
|
|||
Selling, general & administrative
expenses
|
|
545,497
|
|
|
19.4
|
%
|
|
527,206
|
|
|
18.5
|
%
|
|
495,221
|
|
|
17.4
|
%
|
|||
Rationalization and asset impairment
charges
|
|
30,053
|
|
|
1.1
|
%
|
|
8,463
|
|
|
0.3
|
%
|
|
9,354
|
|
|
0.3
|
%
|
|||
Operating income
|
|
373,747
|
|
|
13.3
|
%
|
|
406,985
|
|
|
14.3
|
%
|
|
362,081
|
|
|
12.7
|
%
|
|||
Interest income
|
|
3,093
|
|
|
0.1
|
%
|
|
3,320
|
|
|
0.1
|
%
|
|
3,988
|
|
|
0.1
|
%
|
|||
Equity earnings in affiliates
|
|
5,412
|
|
|
0.2
|
%
|
|
4,806
|
|
|
0.2
|
%
|
|
5,007
|
|
|
0.2
|
%
|
|||
Other income
|
|
3,995
|
|
|
0.1
|
%
|
|
4,194
|
|
|
0.1
|
%
|
|
2,685
|
|
|
0.1
|
%
|
|||
Interest expense
|
|
(10,434
|
)
|
|
(0.4
|
%)
|
|
(2,864
|
)
|
|
(0.1
|
%)
|
|
(4,191
|
)
|
|
(0.1
|
%)
|
|||
Income before income taxes
|
|
375,813
|
|
|
13.4
|
%
|
|
416,441
|
|
|
14.6
|
%
|
|
369,570
|
|
|
13.0
|
%
|
|||
Income taxes
|
|
121,933
|
|
|
4.3
|
%
|
|
124,754
|
|
|
4.4
|
%
|
|
112,354
|
|
|
3.9
|
%
|
|||
Net income including non-controlling
interests
|
|
253,880
|
|
|
9.0
|
%
|
|
291,687
|
|
|
10.2
|
%
|
|
257,216
|
|
|
9.0
|
%
|
|||
Non-controlling interests in
subsidiaries' loss
|
|
(806
|
)
|
|
—
|
|
|
(2,093
|
)
|
|
(0.1
|
%)
|
|
(195
|
)
|
|
—
|
|
|||
Net income
|
|
$
|
254,686
|
|
|
9.1
|
%
|
|
$
|
293,780
|
|
|
10.3
|
%
|
|
$
|
257,411
|
|
|
9.0
|
%
|
|
|
|
|
Change in Net Sales due to:
|
|
|
||||||||||||||||||
|
|
Net Sales
2013
|
|
Volume
|
|
Acquisitions
|
|
Price
|
|
Foreign Exchange
|
|
Net Sales
2014
|
||||||||||||
Operating Segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
North America Welding
|
|
$
|
1,652,769
|
|
|
$
|
4,335
|
|
|
$
|
42,184
|
|
|
$
|
13,247
|
|
|
$
|
(11,611
|
)
|
|
$
|
1,700,924
|
|
Europe Welding
|
|
429,548
|
|
|
8,107
|
|
|
—
|
|
|
(3,722
|
)
|
|
(8,158
|
)
|
|
425,775
|
|
||||||
Asia Pacific Welding
|
|
266,282
|
|
|
(17,516
|
)
|
|
—
|
|
|
1,351
|
|
|
(6,317
|
)
|
|
243,800
|
|
||||||
South America Welding
|
|
195,895
|
|
|
(59,554
|
)
|
|
—
|
|
|
57,461
|
|
|
(45,207
|
)
|
|
148,595
|
|
||||||
The Harris Products Group
|
|
308,177
|
|
|
6,722
|
|
|
—
|
|
|
(18,411
|
)
|
|
(2,258
|
)
|
|
294,230
|
|
||||||
Consolidated
|
|
$
|
2,852,671
|
|
|
$
|
(57,906
|
)
|
|
$
|
42,184
|
|
|
$
|
49,926
|
|
|
$
|
(73,551
|
)
|
|
$
|
2,813,324
|
|
% Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
North America Welding
|
|
|
|
|
0.3
|
%
|
|
2.6
|
%
|
|
0.8
|
%
|
|
(0.7
|
%)
|
|
2.9
|
%
|
||||||
Europe Welding
|
|
|
|
|
1.9
|
%
|
|
—
|
|
|
(0.9
|
%)
|
|
(1.9
|
%)
|
|
(0.9
|
%)
|
||||||
Asia Pacific Welding
|
|
|
|
|
(6.6
|
%)
|
|
—
|
|
|
0.5
|
%
|
|
(2.4
|
%)
|
|
(8.4
|
%)
|
||||||
South America Welding
|
|
|
|
|
(30.4
|
%)
|
|
—
|
|
|
29.3
|
%
|
|
(23.1
|
%)
|
|
(24.1
|
%)
|
||||||
The Harris Products Group
|
|
|
|
|
2.2
|
%
|
|
—
|
|
|
(6.0
|
%)
|
|
(0.7
|
%)
|
|
(4.5
|
%)
|
||||||
Consolidated
|
|
|
|
|
(2.0
|
%)
|
|
1.5
|
%
|
|
1.8
|
%
|
|
(2.6
|
%)
|
|
(1.4
|
%)
|
|
|
Twelve Months Ended
|
|
|
|
|
||||||||
|
|
December 31,
|
|
|
|
|
||||||||
|
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
||||||
North America Welding:
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
1,700,924
|
|
|
$
|
1,652,769
|
|
|
48,155
|
|
|
2.9
|
%
|
Inter-segment sales
|
|
124,732
|
|
|
127,254
|
|
|
(2,522
|
)
|
|
(2.0
|
%)
|
||
Total Sales
|
|
$
|
1,825,656
|
|
|
$
|
1,780,023
|
|
|
45,633
|
|
|
2.6
|
%
|
|
|
|
|
|
|
|
|
|
||||||
EBIT, as adjusted
|
|
$
|
335,465
|
|
|
$
|
318,507
|
|
|
16,958
|
|
|
5.3
|
%
|
As a percent of total sales
|
|
18.4
|
%
|
|
17.9
|
%
|
|
|
|
0.5
|
%
|
|||
|
|
|
|
|
|
|
|
|
||||||
Europe Welding:
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
425,775
|
|
|
$
|
429,548
|
|
|
(3,773
|
)
|
|
(0.9
|
%)
|
Inter-segment sales
|
|
19,586
|
|
|
19,911
|
|
|
(325
|
)
|
|
(1.6
|
%)
|
||
Total Sales
|
|
$
|
445,361
|
|
|
$
|
449,459
|
|
|
(4,098
|
)
|
|
(0.9
|
%)
|
|
|
|
|
|
|
|
|
|
||||||
EBIT, as adjusted
|
|
$
|
48,822
|
|
|
$
|
36,247
|
|
|
12,575
|
|
|
34.7
|
%
|
As a percent of total sales
|
|
11.0
|
%
|
|
8.1
|
%
|
|
|
|
2.9
|
%
|
|||
|
|
|
|
|
|
|
|
|
||||||
Asia Pacific Welding:
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
243,800
|
|
|
$
|
266,282
|
|
|
(22,482
|
)
|
|
(8.4
|
%)
|
Inter-segment sales
|
|
14,820
|
|
|
14,906
|
|
|
(86
|
)
|
|
(0.6
|
%)
|
||
Total Sales
|
|
$
|
258,620
|
|
|
$
|
281,188
|
|
|
(22,568
|
)
|
|
(8.0
|
%)
|
|
|
|
|
|
|
|
|
|
||||||
EBIT, as adjusted
|
|
$
|
1,321
|
|
|
$
|
1,815
|
|
|
(494
|
)
|
|
(27.2
|
%)
|
As a percent of total sales
|
|
0.5
|
%
|
|
0.6
|
%
|
|
|
|
(0.1
|
%)
|
|||
|
|
|
|
|
|
|
|
|
||||||
South America Welding:
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
148,595
|
|
|
$
|
195,895
|
|
|
(47,300
|
)
|
|
(24.1
|
%)
|
Inter-segment sales
|
|
144
|
|
|
233
|
|
|
(89
|
)
|
|
(38.2
|
%)
|
||
Total Sales
|
|
$
|
148,739
|
|
|
$
|
196,128
|
|
|
(47,389
|
)
|
|
(24.2
|
%)
|
|
|
|
|
|
|
|
|
|
||||||
EBIT, as adjusted
|
|
$
|
15,953
|
|
|
$
|
57,306
|
|
|
(41,353
|
)
|
|
(72.2
|
%)
|
As a percent of total sales
|
|
10.7
|
%
|
|
29.2
|
%
|
|
|
|
(18.5
|
%)
|
|||
|
|
|
|
|
|
|
|
|
||||||
The Harris Products Group:
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
294,230
|
|
|
$
|
308,177
|
|
|
(13,947
|
)
|
|
(4.5
|
%)
|
Inter-segment sales
|
|
8,210
|
|
|
9,605
|
|
|
(1,395
|
)
|
|
(14.5
|
%)
|
||
Total Sales
|
|
$
|
302,440
|
|
|
$
|
317,782
|
|
|
(15,342
|
)
|
|
(4.8
|
%)
|
|
|
|
|
|
|
|
|
|
||||||
EBIT, as adjusted
|
|
$
|
28,563
|
|
|
$
|
27,826
|
|
|
737
|
|
|
2.6
|
%
|
As a percent of total sales
|
|
9.4
|
%
|
|
8.8
|
%
|
|
|
|
0.6
|
%
|
|
|
|
|
Change in Net Sales due to:
|
|
|
||||||||||||||||||
|
|
Net Sales
2012
|
|
Volume
|
|
Acquisitions
|
|
Price
|
|
Foreign
Exchange
|
|
Net Sales
2013
|
||||||||||||
Operating Segments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America Welding
|
|
$
|
1,580,818
|
|
|
$
|
(22,962
|
)
|
|
$
|
91,442
|
|
|
$
|
7,785
|
|
|
$
|
(4,314
|
)
|
|
$
|
1,652,769
|
|
Europe Welding
|
|
452,227
|
|
|
(18,518
|
)
|
|
—
|
|
|
(5,696
|
)
|
|
1,535
|
|
|
429,548
|
|
||||||
Asia Pacific Welding
|
|
324,482
|
|
|
(48,964
|
)
|
|
—
|
|
|
(4,947
|
)
|
|
(4,289
|
)
|
|
266,282
|
|
||||||
South America Welding
|
|
161,483
|
|
|
13,269
|
|
|
—
|
|
|
29,730
|
|
|
(8,587
|
)
|
|
195,895
|
|
||||||
The Harris Products Group
|
|
334,357
|
|
|
1,276
|
|
|
—
|
|
|
(24,748
|
)
|
|
(2,708
|
)
|
|
308,177
|
|
||||||
Consolidated
|
|
$
|
2,853,367
|
|
|
$
|
(75,899
|
)
|
|
$
|
91,442
|
|
|
$
|
2,124
|
|
|
$
|
(18,363
|
)
|
|
$
|
2,852,671
|
|
% Change
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America Welding
|
|
|
|
|
(1.5
|
%)
|
|
5.8
|
%
|
|
0.5
|
%
|
|
(0.3
|
%)
|
|
4.6
|
%
|
||||||
Europe Welding
|
|
|
|
|
(4.1
|
%)
|
|
—
|
|
|
(1.3
|
%)
|
|
0.3
|
%
|
|
(5.0
|
%)
|
||||||
Asia Pacific Welding
|
|
|
|
|
(15.1
|
%)
|
|
—
|
|
|
(1.5
|
%)
|
|
(1.3
|
%)
|
|
(17.9
|
%)
|
||||||
South America Welding
|
|
|
|
|
8.2
|
%
|
|
—
|
|
|
18.4
|
%
|
|
(5.3
|
%)
|
|
21.3
|
%
|
||||||
The Harris Products Group
|
|
|
|
|
0.4
|
%
|
|
—
|
|
|
(7.4
|
%)
|
|
(0.8
|
%)
|
|
(7.8
|
%)
|
||||||
Consolidated
|
|
|
|
|
(2.7
|
%)
|
|
3.2
|
%
|
|
0.1
|
%
|
|
(0.6
|
%)
|
|
—
|
|
|
|
Twelve Months Ended
|
|
|
|
|
||||||||
|
|
December 31,
|
|
|
|
|
||||||||
|
|
2013
|
|
2012
|
|
$ Change
|
|
% Change
|
||||||
North America Welding:
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
1,652,769
|
|
|
$
|
1,580,818
|
|
|
71,951
|
|
|
4.6
|
%
|
Inter-segment sales
|
|
127,254
|
|
|
131,062
|
|
|
(3,808
|
)
|
|
(2.9
|
%)
|
||
Total Sales
|
|
$
|
1,780,023
|
|
|
$
|
1,711,880
|
|
|
68,143
|
|
|
4.0
|
%
|
|
|
|
|
|
|
|
|
|
||||||
EBIT, as adjusted
|
|
$
|
318,507
|
|
|
$
|
293,070
|
|
|
25,437
|
|
|
8.7
|
%
|
As a percent of total sales
|
|
17.9
|
%
|
|
17.1
|
%
|
|
|
|
0.8
|
%
|
|||
|
|
|
|
|
|
|
|
|
||||||
Europe Welding:
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
429,548
|
|
|
$
|
452,227
|
|
|
(22,679
|
)
|
|
(5.0
|
%)
|
Inter-segment sales
|
|
19,911
|
|
|
16,048
|
|
|
3,863
|
|
|
24.1
|
%
|
||
Total Sales
|
|
$
|
449,459
|
|
|
$
|
468,275
|
|
|
(18,816
|
)
|
|
(4.0
|
%)
|
|
|
|
|
|
|
|
|
|
||||||
EBIT, as adjusted
|
|
$
|
36,247
|
|
|
$
|
37,299
|
|
|
(1,052
|
)
|
|
(2.8
|
%)
|
As a percent of total sales
|
|
8.1
|
%
|
|
8.0
|
%
|
|
|
|
0.1
|
%
|
|||
|
|
|
|
|
|
|
|
|
||||||
Asia Pacific Welding:
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
266,282
|
|
|
$
|
324,482
|
|
|
(58,200
|
)
|
|
(17.9
|
%)
|
Inter-segment sales
|
|
14,906
|
|
|
14,829
|
|
|
77
|
|
|
0.5
|
%
|
||
Total Sales
|
|
$
|
281,188
|
|
|
$
|
339,311
|
|
|
(58,123
|
)
|
|
(17.1
|
%)
|
|
|
|
|
|
|
|
|
|
||||||
EBIT, as adjusted
|
|
$
|
1,815
|
|
|
$
|
7,247
|
|
|
(5,432
|
)
|
|
(75.0
|
%)
|
As a percent of total sales
|
|
0.6
|
%
|
|
2.1
|
%
|
|
|
|
(1.5
|
%)
|
|||
|
|
|
|
|
|
|
|
|
||||||
South America Welding:
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
195,895
|
|
|
$
|
161,483
|
|
|
34,412
|
|
|
21.3
|
%
|
Inter-segment sales
|
|
233
|
|
|
38
|
|
|
195
|
|
|
513.2
|
%
|
||
Total Sales
|
|
$
|
196,128
|
|
|
$
|
161,521
|
|
|
34,607
|
|
|
21.4
|
%
|
|
|
|
|
|
|
|
|
|
||||||
EBIT, as adjusted
|
|
$
|
57,306
|
|
|
$
|
18,301
|
|
|
39,005
|
|
|
213.1
|
%
|
As a percent of total sales
|
|
29.2
|
%
|
|
11.3
|
%
|
|
|
|
17.9
|
%
|
|||
|
|
|
|
|
|
|
|
|
||||||
The Harris Products Group:
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
308,177
|
|
|
$
|
334,357
|
|
|
(26,180
|
)
|
|
(7.8
|
%)
|
Inter-segment sales
|
|
9,605
|
|
|
8,549
|
|
|
1,056
|
|
|
12.4
|
%
|
||
Total Sales
|
|
$
|
317,782
|
|
|
$
|
342,906
|
|
|
(25,124
|
)
|
|
(7.3
|
%)
|
|
|
|
|
|
|
|
|
|
||||||
EBIT, as adjusted
|
|
$
|
27,826
|
|
|
$
|
29,477
|
|
|
(1,651
|
)
|
|
(5.6
|
%)
|
As a percent of total sales
|
|
8.8
|
%
|
|
8.6
|
%
|
|
|
|
0.2
|
%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Operating income as reported
|
|
$
|
373,747
|
|
|
$
|
406,985
|
|
|
$
|
362,081
|
|
Special items (pre-tax):
|
|
|
|
|
|
|
||||||
Rationalization and asset impairment charges
|
|
30,053
|
|
|
8,463
|
|
|
9,354
|
|
|||
Loss on the sale of land
|
|
—
|
|
|
705
|
|
|
—
|
|
|||
Venezuela foreign exchange losses
|
|
21,133
|
|
|
12,198
|
|
|
—
|
|
|||
Venezuela statutory severance obligation
|
|
—
|
|
|
—
|
|
|
1,381
|
|
|||
Adjusted operating income
|
|
$
|
424,933
|
|
|
$
|
428,351
|
|
|
$
|
372,816
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net income as reported
|
|
$
|
254,686
|
|
|
$
|
293,780
|
|
|
$
|
257,411
|
|
Special items (after-tax):
|
|
|
|
|
|
|
||||||
Rationalization and asset impairment charges
|
|
30,914
|
|
|
7,573
|
|
|
7,442
|
|
|||
Loss on the sale of land
|
|
—
|
|
|
705
|
|
|
—
|
|
|||
Venezuela foreign exchange losses
|
|
21,133
|
|
|
12,198
|
|
|
—
|
|
|||
Venezuela statutory severance obligation
|
|
—
|
|
|
—
|
|
|
906
|
|
|||
Special items attributable to non-controlling interests
|
|
(805
|
)
|
|
(1,068
|
)
|
|
—
|
|
|||
Adjusted net income
|
|
$
|
305,928
|
|
|
$
|
313,188
|
|
|
$
|
265,759
|
|
Diluted earnings per share as reported
|
|
$
|
3.18
|
|
|
$
|
3.54
|
|
|
$
|
3.06
|
|
Special items per share
|
|
0.64
|
|
|
0.23
|
|
|
0.10
|
|
|||
Adjusted diluted earnings per share
|
|
$
|
3.82
|
|
|
$
|
3.77
|
|
|
$
|
3.16
|
|
|
|
Year Ended December 31,
|
|
$ Change
|
||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2014 vs. 2013
|
|
2013 vs. 2012
|
||||||||||
Cash provided by operating activities
|
|
$
|
401,702
|
|
|
$
|
338,894
|
|
|
$
|
327,484
|
|
|
$
|
62,808
|
|
|
$
|
11,410
|
|
Cash used by investing activities:
|
|
(78,985
|
)
|
|
(129,500
|
)
|
|
(187,471
|
)
|
|
50,515
|
|
|
57,971
|
|
|||||
Capital expenditures
|
|
(72,990
|
)
|
|
(76,015
|
)
|
|
(52,715
|
)
|
|
3,025
|
|
|
(23,300
|
)
|
|||||
Acquisition of businesses, net of cash acquired
|
|
(24,230
|
)
|
|
(53,161
|
)
|
|
(134,602
|
)
|
|
28,931
|
|
|
81,441
|
|
|||||
Proceeds from the sale of property, plant and equipment
|
|
17,457
|
|
|
1,393
|
|
|
1,387
|
|
|
16,064
|
|
|
6
|
|
|||||
Other investing activities
|
|
778
|
|
|
(1,717
|
)
|
|
(1,541
|
)
|
|
2,495
|
|
|
(176
|
)
|
|||||
Cash used by financing activities:
|
|
(314,355
|
)
|
|
(194,184
|
)
|
|
(216,838
|
)
|
|
(120,171
|
)
|
|
22,654
|
|
|||||
Proceeds from (payments on) short-term borrowings, net
|
|
47,876
|
|
|
(1,451
|
)
|
|
(4,533
|
)
|
|
49,327
|
|
|
3,082
|
|
|||||
Proceeds from (payments on) long-term borrowings, net
|
|
5,455
|
|
|
(389
|
)
|
|
(84,770
|
)
|
|
5,844
|
|
|
84,381
|
|
|||||
Proceeds from exercise of stock options
|
|
9,116
|
|
|
20,297
|
|
|
18,776
|
|
|
(11,181
|
)
|
|
1,521
|
|
|||||
Excess tax benefit from stock-based compensation
|
|
5,967
|
|
|
10,602
|
|
|
7,819
|
|
|
(4,635
|
)
|
|
2,783
|
|
|||||
Purchase of shares for treasury
|
|
(307,178
|
)
|
|
(167,879
|
)
|
|
(81,018
|
)
|
|
(139,299
|
)
|
|
(86,861
|
)
|
|||||
Cash dividends paid to shareholders
|
|
(73,261
|
)
|
|
(49,277
|
)
|
|
(73,112
|
)
|
|
(23,984
|
)
|
|
23,835
|
|
|||||
Transactions with non-controlling interests
|
|
(2,330
|
)
|
|
(6,087
|
)
|
|
—
|
|
|
3,757
|
|
|
(6,087
|
)
|
|||||
(Decrease) increase in Cash and cash equivalents
|
|
(21,446
|
)
|
|
13,361
|
|
|
(74,637
|
)
|
|
|
|
|
|
|
|
|
Payments Due By Period
|
||||||||||||||||||
|
|
Total
|
|
2015
|
|
2016 to
2017 |
|
2018 to
2019 |
|
2020 and
Beyond |
||||||||||
Long-term debt, including current portion
|
|
$
|
9,301
|
|
|
$
|
6,938
|
|
|
$
|
1,751
|
|
|
$
|
196
|
|
|
$
|
416
|
|
Interest on long-term debt
|
|
963
|
|
|
760
|
|
|
159
|
|
|
23
|
|
|
21
|
|
|||||
Capital lease obligations
|
|
198
|
|
|
76
|
|
|
109
|
|
|
13
|
|
|
—
|
|
|||||
Short-term debt
|
|
61,155
|
|
|
61,155
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest on short-term debt
|
|
903
|
|
|
903
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
|
|
44,396
|
|
|
12,372
|
|
|
18,567
|
|
|
9,551
|
|
|
3,906
|
|
|||||
Purchase commitments
(1)
|
|
162,021
|
|
|
159,428
|
|
|
2,491
|
|
|
102
|
|
|
—
|
|
|||||
Total
|
|
$
|
278,937
|
|
|
$
|
241,632
|
|
|
$
|
23,077
|
|
|
$
|
9,885
|
|
|
$
|
4,343
|
|
(1)
|
Purchase commitments include contractual obligations for raw materials and services.
|
Exhibit No.
|
|
Description
|
3.1
|
|
Amended and Restated Code of Regulations of Lincoln Electric Holdings, Inc. (filed as Exhibit 3.1 to Form 8-K of Lincoln Electric Holdings, Inc. filed on April 29, 2014, SEC file No. 0-1402 and incorporated herein by reference and made a part hereof).
|
3.2
|
|
Amended and Restated Articles of Incorporation of Lincoln Electric Holdings, Inc. (filed as Exhibit 3.1 to Form 8-K of Lincoln Electric Holdings, Inc. filed on September 27, 2011, SEC file No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.1
|
|
Amended and Restated Credit Agreement, dated as of September 12, 2014, by and among Lincoln Electric Holdings, Inc., The Lincoln Electric Company, Lincoln Electric International Holding Company, J.W. Harris Co., Inc., Techalloy, Inc., Wayne Trail Technologies, Inc., Lincoln Global, Inc., the Lenders and KeyBank National Association (filed as Exhibit 10.1 to Form 8-K of Lincoln Electric Holdings, Inc. filed on September 17, 2014, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.2*
|
|
1998 Stock Plan (Amended, Restated and Renamed as of May 1, 2003) (filed as Appendix B to the Lincoln Electric Holdings, Inc. proxy statement dated March 31, 2003, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.3*
|
|
Amendment No. 1 to the 1998 Stock Plan (Amended, Restated and Renamed Effective May 1, 2003) dated October 20, 2006 (filed as Exhibit 10.6 to Form 10-K of Lincoln Electric Holdings, Inc. for the year ended December 31, 2007, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.4*
|
|
1988 Incentive Equity Plan (filed as Exhibit 28 to the Form S-8 Registration Statement of The Lincoln Electric Company, SEC File No. 33-25209 and incorporated herein by reference and made a part hereof) as adopted and amended by Lincoln Electric Holdings, Inc. pursuant to an Instrument of Adoption and Amendment dated December 29, 1998 (filed as Exhibit 10(d) to Form 10-K of Lincoln Electric Holdings, Inc. for the year ended December 31, 1998, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.5*
|
|
Amendment No. 2 to the 1988 Incentive Equity Plan dated October 20, 2006 (filed as Exhibit 10.8 to Form 10-K of Lincoln Electric Holdings, Inc. for the year ended December 31, 2007, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.6*
|
|
Supplemental Executive Retirement Plan (Amended and Restated as of December 31, 2008) (filed as Exhibit 10.1 to Form 8-K of Lincoln Electric Holdings, Inc. filed on January 7, 2009, SEC File No. 0-1402 and incorporated herein by reference and made part hereof).
|
Exhibit No.
|
|
Description
|
10.7*
|
|
Deferred Compensation Plan for Certain Retention Agreements and Other Contractual Arrangements (Amended and Restated as of January 1, 2004) (filed as Exhibit 10(i) to Form 10-K of Lincoln Electric Holdings, Inc. for the year ended December 31, 2003, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.8*
|
|
Non-Employee Directors' Deferred Compensation Plan (Amended and Restated as of December 31, 2008) (filed as Exhibit 10.3 to Form 8-K of Lincoln Electric Holdings, Inc. filed on January 7, 2009, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.9*
|
|
2005 Deferred Compensation Plan for Executives (Amended and Restated as of August 1, 2011) (filed as Exhibit 10.1 to Form 8-K of Lincoln Electric Holdings, Inc. filed on August 4, 2011, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.10*
|
|
Description of Management Incentive Plan (filed as Exhibit 10(e) to Form 10-K of The Lincoln Electric Company for the year ended December 31, 1995, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.11*
|
|
Description of Long-Term Performance Plan (filed as Exhibit 10(f) to Form 10-K of The Lincoln Electric Company for the year ended December 31, 1997, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.12*
|
|
Form of Severance Agreement (as entered into by the Company and the following executive officers: Messrs. Stropki, Mapes, Petrella, Stueber, LeBlanc and Blankenship) (filed as Exhibit 10.1 to Form 10-Q of Lincoln Electric Holdings, Inc. for the three months ended June 30, 2009, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.13*
|
|
Stock Option Plan for Non-Employee Directors (filed as Exhibit 10(p) to Form 10-Q of Lincoln Electric Holdings, Inc. for the three months ended March 31, 2000, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.14*
|
|
Amendment No. 1 to the Stock Option Plan for Non-Employee Directors dated October 20, 2006 (filed as Exhibit 10.26 to Form 10-K of Lincoln Electric Holdings, Inc. for the year ended December 31, 2007, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.15*
|
|
Summary of Cash Long-Term Incentive Plan, as amended (filed as Exhibit 10.1 to Form 8-K of Lincoln Electric Holdings, Inc. filed on April 6, 2005, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.16*
|
|
2006 Equity and Performance Incentive Plan (Restated as of March 3, 2011) (filed as Annex A to the Lincoln Electric Holdings, Inc. proxy statement dated March 18, 2011, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.17*
|
|
2006 Stock Plan for Non-Employee Directors (filed as Appendix C to the Lincoln Electric Holdings, Inc. proxy statement dated March 28, 2006, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.18*
|
|
Amendment No. 1 to the 2006 Stock Plan for Non-Employee Directors dated October 20, 2006 (filed as Exhibit 10.2 to Form 10-Q of Lincoln Electric Holdings, Inc. for the three months ended March 31, 2007, SEC file No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.19*
|
|
Amendment No. 2 to the 2006 Stock Plan for Non-Employee Directors dated July 26, 2007 (filed as Exhibit 10.1 to Form 10-Q of Lincoln Electric Holdings, Inc. for the three months ended September 30, 2007, SEC file No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.20*
|
|
Amendment No. 3 to the 2006 Stock Plan for Non-Employee Directors dated February 17, 2015.
|
10.21*
|
|
2007 Management Incentive Compensation Plan (Amended and Restated as of December 31, 2008) (filed as Exhibit 10.4 to Form 8-K of Lincoln Electric Holdings, Inc. filed on January 7, 2009, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.22*
|
|
Form of Restricted Shares Agreement for Non-Employee Directors (filed as Exhibit 10.1 to Form 10-Q of Lincoln Electric Holdings, Inc. for the three months ended September 30, 2010, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.23*
|
|
Form of Restricted Shares Agreement for Executive Officers (filed as Exhibit 10.2 to Form 10-Q of Lincoln Electric Holdings, Inc. for the three months ended September 30, 2010, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.24*
|
|
Form of Stock Option Agreement for Non-Employee Directors (filed as Exhibit 10.3 to Form 10-Q of Lincoln Electric Holdings, Inc. for the three months ended September 30, 2010, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.25*
|
|
Form of Stock Option Agreement for Executive Officers (filed as Exhibit 10.4 to Form 10-Q of Lincoln Electric Holdings, Inc. for the three months ended September 30, 2010, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
Exhibit No.
|
|
Description
|
10.26*
|
|
Form of Restricted Shares Agreement for Non-Employee Directors (for awards made on or after December 1, 2010) (filed as Exhibit 10.35 to Form 10-K of the Lincoln Electric Holdings, Inc. for the year ended December 31, 2010, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.27*
|
|
Form of Restricted Shares Agreement for Executive Officers (for awards made on or after December 1, 2010) (filed as Exhibit 10.36 to Form 10-K of the Lincoln Electric Holdings, Inc. for the year ended December 31, 2010, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.28*
|
|
Form of Stock Option Agreement for Executive Officers (for awards made on or after December 1, 2010) (filed as Exhibit 10.37 to Form 10-K of the Lincoln Electric Holdings, Inc. for the year ended December 31, 2010, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.29*
|
|
Form of Restricted Stock Unit Agreement for Executive Officers (filed as Exhibit 10.2 to Form 8-K of Lincoln Electric Holdings, Inc. filed on August 4, 2011, SEC File No. 0-1402 and incorporated herein by reference and made a part thereof).
|
10.30*
|
|
Form of Officer Indemnification Agreement (effective February 23, 2012) (filed as Exhibit 10.1 to Form 8-K of Lincoln Electric Holdings, Inc. filed on February 29, 2012, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.31*
|
|
Form of Director Indemnification Agreement (effective February 23, 2012) (filed as Exhibit 10.1 to Form 8-K of Lincoln Electric Holdings, Inc. filed on February 29, 2012, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.32*
|
|
Form of Amendment to Restricted Shares Agreement for Executive Officers (for awards granted prior to December 2013) (filed as Exhibit 10.1 to Form 8-K of Lincoln Electric Holdings, Inc. filed on December 20, 2013, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.33*
|
|
Form of Amendment to Restricted Stock Unit Agreement for Executive Officers (for awards granted prior to December 2013) (filed as Exhibit 10.2 to Form 8-K of Lincoln Electric Holdings, Inc. filed on December 20, 2013, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.34*
|
|
Form of Restricted Stock Unit Agreement for Executive Officers (for awards granted on or after December 16, 2013) (filed as Exhibit 10.33 to Form 10-K of Lincoln Electric Holdings, Inc. for the year ended December 31, 2013, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
21
|
|
Subsidiaries of the Registrant.
|
23
|
|
Consent of Independent Registered Public Accounting Firm.
|
24
|
|
Powers of Attorney.
|
31.1
|
|
Certification by the Chairman, President and Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
|
31.2
|
|
Certification by the Executive Vice President, Chief Financial Officer and Treasurer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
|
32.1
|
|
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
*
|
Reflects management contract or other compensatory arrangement required to be filed as an exhibit pursuant to Item 15(b) of this report.
|
|
|
LINCOLN ELECTRIC HOLDINGS, INC.
|
|
|
By:
|
/s/ VINCENT K. PETRELLA
|
|
|
Vincent K. Petrella
Executive Vice President, Chief Financial
Officer and Treasurer
(principal financial and accounting officer)
February 20, 2015
|
/s/ CHRISTOPHER L. MAPES
|
|
/s/ VINCENT K. PETRELLA
|
Christopher L. Mapes,
Chairman, President and Chief Executive Officer
(principal executive officer)
February 20, 2015
|
|
Vincent K. Petrella,
Executive Vice President, Chief Financial Officer and
Treasurer (principal financial and accounting officer)
February 20, 2015
|
|
|
|
/s/ VINCENT K. PETRELLA
|
|
/s/ VINCENT K. PETRELLA
|
Vincent K. Petrella as
Attorney-in-Fact for
Harold L. Adams, Director
February 20, 2015
|
|
Vincent K. Petrella as
Attorney-in-Fact for Curtis E. Espeland, Director February 20, 2015 |
|
|
|
/s/ VINCENT K. PETRELLA
|
|
/s/ VINCENT K. PETRELLA
|
Vincent K. Petrella as
Attorney-in-Fact for
David H. Gunning, Director
February 20, 2015
|
|
Vincent K. Petrella as
Attorney-in-Fact for Stephen G. Hanks, Director February 20, 2015 |
|
|
|
/s/ VINCENT K. PETRELLA
|
|
/s/ VINCENT K. PETRELLA
|
Vincent K. Petrella as
Attorney-in-Fact for
Robert J. Knoll, Director
February 20, 2015
|
|
Vincent K. Petrella as
Attorney-in-Fact for
G. Russell Lincoln, Director
February 20, 2015
|
|
|
|
/s/ VINCENT K. PETRELLA
|
|
/s/ VINCENT K. PETRELLA
|
Vincent K. Petrella as
Attorney-in-Fact for Kathryn Jo Lincoln, Director February 20, 2015 |
|
Vincent K. Petrella as
Attorney-in-Fact for
William E. MacDonald, III, Director
February 20, 2015
|
|
|
|
/s/ VINCENT K. PETRELLA
|
|
/s/ VINCENT K. PETRELLA
|
Vincent K. Petrella as
Attorney-in-Fact for
Phillip J. Mason, Director
February 20, 2015
|
|
Vincent K. Petrella as
Attorney-in-Fact for
Hellene S. Runtagh, Director
February 20, 2015
|
|
|
|
/s/ VINCENT K. PETRELLA
|
|
|
Vincent K. Petrella as
Attorney-in-Fact for
George H. Walls, Jr., Director
February 20, 2015
|
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
ASSETS
|
|
|
|
|
||||
Current Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
278,379
|
|
|
$
|
299,825
|
|
Accounts receivable (less allowance for doubtful accounts of $7,734 in
2014; $8,398 in 2013)
|
|
321,862
|
|
|
367,134
|
|
||
Inventories
|
|
|
|
|
||||
Raw materials
|
|
109,210
|
|
|
112,478
|
|
||
Work-in-process
|
|
40,927
|
|
|
38,963
|
|
||
Finished goods
|
|
180,703
|
|
|
198,522
|
|
||
Total inventory
|
|
330,840
|
|
|
349,963
|
|
||
Deferred income taxes
|
|
9,164
|
|
|
10,922
|
|
||
Other current assets
|
|
158,432
|
|
|
102,931
|
|
||
Total Current Assets
|
|
1,098,677
|
|
|
1,130,775
|
|
||
Property, Plant and Equipment
|
|
|
|
|
||||
Land
|
|
46,553
|
|
|
48,369
|
|
||
Buildings
|
|
361,846
|
|
|
373,373
|
|
||
Machinery and equipment
|
|
694,203
|
|
|
723,715
|
|
||
|
|
1,102,602
|
|
|
1,145,457
|
|
||
Less accumulated depreciation
|
|
665,393
|
|
|
661,452
|
|
||
Property, Plant and Equipment, Net
|
|
437,209
|
|
|
484,005
|
|
||
Other Assets
|
|
|
|
|
||||
Prepaid pensions
|
|
1,240
|
|
|
36,116
|
|
||
Equity investments in affiliates
|
|
27,481
|
|
|
26,618
|
|
||
Intangibles, net
|
|
132,361
|
|
|
147,012
|
|
||
Goodwill
|
|
179,517
|
|
|
174,715
|
|
||
Long-term investments
|
|
31,119
|
|
|
32,763
|
|
||
Deferred income taxes
|
|
2,940
|
|
|
3,556
|
|
||
Other non-current assets
|
|
28,671
|
|
|
116,307
|
|
||
Total Other Assets
|
|
403,329
|
|
|
537,087
|
|
||
TOTAL ASSETS
|
|
$
|
1,939,215
|
|
|
$
|
2,151,867
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current Liabilities
|
|
|
|
|
||||
Amounts due banks
|
|
$
|
61,155
|
|
|
$
|
14,581
|
|
Trade accounts payable
|
|
202,482
|
|
|
212,799
|
|
||
Accrued employee compensation and benefits
|
|
64,718
|
|
|
68,263
|
|
||
Accrued expenses
|
|
29,634
|
|
|
29,613
|
|
||
Accrued taxes, including income taxes
|
|
18,626
|
|
|
46,109
|
|
||
Accrued pensions
|
|
2,971
|
|
|
10,564
|
|
||
Dividends payable
|
|
22,329
|
|
|
18,619
|
|
||
Accrued bonuses
|
|
29,955
|
|
|
30,206
|
|
||
Customer advances
|
|
26,468
|
|
|
24,319
|
|
||
Other current liabilities
|
|
27,070
|
|
|
1,129
|
|
||
Current portion of long-term debt
|
|
7,011
|
|
|
715
|
|
||
Total Current Liabilities
|
|
492,419
|
|
|
456,917
|
|
||
Long-Term Liabilities
|
|
|
|
|
||||
Long-term debt, less current portion
|
|
2,488
|
|
|
3,791
|
|
||
Accrued pensions
|
|
32,803
|
|
|
26,999
|
|
||
Deferred income taxes
|
|
40,761
|
|
|
48,103
|
|
||
Accrued taxes
|
|
25,571
|
|
|
36,149
|
|
||
Other long-term liabilities
|
|
59,392
|
|
|
49,220
|
|
||
Total Long-Term Liabilities
|
|
161,015
|
|
|
164,262
|
|
||
Shareholders' Equity
|
|
|
|
|
||||
Preferred shares, without par value – at stated capital amount;
authorized – 5,000,000 shares; issued and outstanding – none
|
|
—
|
|
|
—
|
|
||
Common shares, without par value – at stated capital amount;
authorized – 240,000,000 shares; issued – 98,581,434 shares in 2014 and 2013;
outstanding – 76,997,161 shares in 2014 and 81,010,084 shares in 2013
|
|
9,858
|
|
|
9,858
|
|
||
Additional paid-in capital
|
|
258,816
|
|
|
240,519
|
|
||
Retained earnings
|
|
2,086,174
|
|
|
1,908,462
|
|
||
Accumulated other comprehensive loss
|
|
(288,622
|
)
|
|
(151,941
|
)
|
||
Treasury shares, at cost – 21,584,273 shares in 2014 and 17,571,350 shares in 2013
|
|
(783,677
|
)
|
|
(480,296
|
)
|
||
Total Shareholders' Equity
|
|
1,282,549
|
|
|
1,526,602
|
|
||
Non-controlling interests
|
|
3,232
|
|
|
4,086
|
|
||
Total Equity
|
|
1,285,781
|
|
|
1,530,688
|
|
||
TOTAL LIABILITIES AND EQUITY
|
|
$
|
1,939,215
|
|
|
$
|
2,151,867
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales
|
|
$
|
2,813,324
|
|
|
$
|
2,852,671
|
|
|
$
|
2,853,367
|
|
Cost of goods sold
|
|
1,864,027
|
|
|
1,910,017
|
|
|
1,986,711
|
|
|||
Gross profit
|
|
949,297
|
|
|
942,654
|
|
|
866,656
|
|
|||
Selling, general & administrative expenses
|
|
545,497
|
|
|
527,206
|
|
|
495,221
|
|
|||
Rationalization and asset impairment charges
|
|
30,053
|
|
|
8,463
|
|
|
9,354
|
|
|||
Operating income
|
|
373,747
|
|
|
406,985
|
|
|
362,081
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Interest income
|
|
3,093
|
|
|
3,320
|
|
|
3,988
|
|
|||
Equity earnings in affiliates
|
|
5,412
|
|
|
4,806
|
|
|
5,007
|
|
|||
Other income
|
|
3,995
|
|
|
4,194
|
|
|
2,685
|
|
|||
Interest expense
|
|
(10,434
|
)
|
|
(2,864
|
)
|
|
(4,191
|
)
|
|||
Total other income (expense)
|
|
2,066
|
|
|
9,456
|
|
|
7,489
|
|
|||
Income before income taxes
|
|
375,813
|
|
|
416,441
|
|
|
369,570
|
|
|||
Income taxes
|
|
121,933
|
|
|
124,754
|
|
|
112,354
|
|
|||
Net income including non-controlling interests
|
|
253,880
|
|
|
291,687
|
|
|
257,216
|
|
|||
Non-controlling interests in subsidiaries' loss
|
|
(806
|
)
|
|
(2,093
|
)
|
|
(195
|
)
|
|||
Net income
|
|
$
|
254,686
|
|
|
$
|
293,780
|
|
|
$
|
257,411
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
|
$
|
3.22
|
|
|
$
|
3.58
|
|
|
$
|
3.10
|
|
Diluted earnings per share
|
|
$
|
3.18
|
|
|
$
|
3.54
|
|
|
$
|
3.06
|
|
|
|
|
|
|
|
|
||||||
Cash dividends declared per share
|
|
$
|
0.98
|
|
|
$
|
0.83
|
|
|
$
|
0.71
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net income including non-controlling interests
|
|
$
|
253,880
|
|
|
$
|
291,687
|
|
|
$
|
257,216
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on derivatives designated and qualifying as cash flow hedges, net of tax of $(121) in 2014; $(141) in 2013; $(201) in 2012
|
|
(378
|
)
|
|
289
|
|
|
(832
|
)
|
|||
Defined pension plan activity, net of tax of $(20,951) in 2014; $60,556 in 2013; $(3,492) in 2012
|
|
(37,200
|
)
|
|
101,151
|
|
|
(6,475
|
)
|
|||
Currency translation adjustment
|
|
(98,365
|
)
|
|
(19,955
|
)
|
|
19,635
|
|
|||
Transactions with non-controlling interests
|
|
(4
|
)
|
|
155
|
|
|
—
|
|
|||
Other comprehensive income (loss)
|
|
(135,947
|
)
|
|
81,640
|
|
|
12,328
|
|
|||
Comprehensive income
|
|
117,933
|
|
|
373,327
|
|
|
269,544
|
|
|||
Comprehensive (loss) income attributable to non-controlling interests
|
|
(72
|
)
|
|
(3,912
|
)
|
|
(348
|
)
|
|||
Comprehensive income attributable to shareholders
|
|
$
|
118,005
|
|
|
$
|
377,239
|
|
|
$
|
269,892
|
|
|
Common
Shares
Outstanding
|
|
Common
Shares
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury
Shares
|
|
Non-controlling
Interests
|
|
Total
|
|||||||||||||||
Balance at December 31, 2011
|
83,757
|
|
|
$
|
9,858
|
|
|
$
|
179,104
|
|
|
$
|
1,484,393
|
|
|
$
|
(247,881
|
)
|
|
$
|
(248,528
|
)
|
|
$
|
16,296
|
|
|
$
|
1,193,242
|
|
Net income
|
|
|
|
|
|
|
257,411
|
|
|
|
|
|
|
(195
|
)
|
|
257,216
|
|
||||||||||||
Unrecognized amounts from defined benefit pension plans, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
(6,475
|
)
|
|
|
|
|
|
|
(6,475
|
)
|
|||||||||
Unrealized gain (loss) on derivatives designated and qualifying as cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
(832
|
)
|
|
|
|
|
|
|
|
(832
|
)
|
||||||||
Currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
19,788
|
|
|
|
|
|
(153
|
)
|
|
19,635
|
|
||||||||
Cash dividends declared – $0.71 per share
|
|
|
|
|
|
|
|
|
|
(59,136
|
)
|
|
|
|
|
|
|
|
|
|
|
(59,136
|
)
|
|||||||
Issuance of shares under benefit plans
|
985
|
|
|
|
|
|
26,020
|
|
|
|
|
|
|
|
|
9,669
|
|
|
|
|
|
35,689
|
|
|||||||
Purchase of shares for treasury
|
(1,797
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(81,018
|
)
|
|
|
|
|
(81,018
|
)
|
|||||||
Balance at December 31, 2012
|
82,945
|
|
|
9,858
|
|
|
205,124
|
|
|
1,682,668
|
|
|
(235,400
|
)
|
|
(319,877
|
)
|
|
15,948
|
|
|
1,358,321
|
|
|||||||
Net income
|
|
|
|
|
|
|
293,780
|
|
|
|
|
|
|
(2,093
|
)
|
|
291,687
|
|
||||||||||||
Unrecognized amounts from defined benefit pension plans, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
101,151
|
|
|
|
|
|
|
|
|
101,151
|
|
||||||||
Unrealized gain (loss) on derivatives designated and qualifying as cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
289
|
|
|
|
|
|
|
|
|
289
|
|
||||||||
Currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
(18,136
|
)
|
|
|
|
|
(1,819
|
)
|
|
(19,955
|
)
|
||||||||
Cash dividends declared – $0.83 per share
|
|
|
|
|
|
|
|
|
|
(67,986
|
)
|
|
|
|
|
|
|
|
|
|
|
(67,986
|
)
|
|||||||
Issuance of shares under benefit plans
|
787
|
|
|
|
|
|
33,693
|
|
|
|
|
|
|
|
|
7,460
|
|
|
|
|
|
41,153
|
|
|||||||
Purchase of shares for treasury
|
(2,722
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(167,879
|
)
|
|
|
|
|
(167,879
|
)
|
|||||||
Transactions with non-controlling interests
|
|
|
|
|
1,702
|
|
|
|
|
155
|
|
|
|
|
(7,950
|
)
|
|
(6,093
|
)
|
|||||||||||
Balance at December 31, 2013
|
81,010
|
|
|
9,858
|
|
|
240,519
|
|
|
1,908,462
|
|
|
(151,941
|
)
|
|
(480,296
|
)
|
|
4,086
|
|
|
1,530,688
|
|
|||||||
Net income
|
|
|
|
|
|
|
254,686
|
|
|
|
|
|
|
(806
|
)
|
|
253,880
|
|
||||||||||||
Unrecognized amounts from defined benefit pension plans, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
(37,200
|
)
|
|
|
|
|
|
|
|
(37,200
|
)
|
||||||||
Unrealized gain (loss) on derivatives designated and qualifying as cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
(378
|
)
|
|
|
|
|
|
|
|
(378
|
)
|
||||||||
Currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
(99,099
|
)
|
|
|
|
|
734
|
|
|
(98,365
|
)
|
||||||||
Cash dividends declared – $0.98 per share
|
|
|
|
|
|
|
|
|
|
(76,974
|
)
|
|
|
|
|
|
|
|
|
|
|
(76,974
|
)
|
|||||||
Issuance of shares under benefit plans
|
385
|
|
|
|
|
|
19,781
|
|
|
|
|
|
|
|
|
3,797
|
|
|
|
|
|
23,578
|
|
|||||||
Purchase of shares for treasury
|
(4,398
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(307,178
|
)
|
|
|
|
|
(307,178
|
)
|
|||||||
Transactions with non-controlling interests
|
|
|
|
|
(1,484
|
)
|
|
|
|
(4
|
)
|
|
|
|
(782
|
)
|
|
(2,270
|
)
|
|||||||||||
Balance at December 31, 2014
|
76,997
|
|
|
$
|
9,858
|
|
|
$
|
258,816
|
|
|
$
|
2,086,174
|
|
|
$
|
(288,622
|
)
|
|
$
|
(783,677
|
)
|
|
$
|
3,232
|
|
|
$
|
1,285,781
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
254,686
|
|
|
$
|
293,780
|
|
|
$
|
257,411
|
|
Non-controlling interests in subsidiaries' loss
|
|
(806
|
)
|
|
(2,093
|
)
|
|
(195
|
)
|
|||
Net income including non-controlling interests
|
|
253,880
|
|
|
291,687
|
|
|
257,216
|
|
|||
Adjustments to reconcile Net income including non-controlling interests to Net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Rationalization and asset impairment charges
|
|
29,574
|
|
|
5,092
|
|
|
1,740
|
|
|||
Depreciation and amortization
|
|
69,607
|
|
|
68,883
|
|
|
65,334
|
|
|||
Equity (earnings) loss in affiliates, net
|
|
(1,848
|
)
|
|
(1,660
|
)
|
|
160
|
|
|||
Deferred income taxes
|
|
17,887
|
|
|
17,817
|
|
|
(2,137
|
)
|
|||
Stock-based compensation
|
|
8,416
|
|
|
9,734
|
|
|
8,961
|
|
|||
Pension expense
|
|
12,395
|
|
|
29,774
|
|
|
35,515
|
|
|||
Pension contributions and payments
|
|
(36,072
|
)
|
|
(87,356
|
)
|
|
(69,646
|
)
|
|||
Foreign exchange loss (gain)
|
|
13,586
|
|
|
(3,976
|
)
|
|
3,506
|
|
|||
Other, net
|
|
4,509
|
|
|
5,886
|
|
|
(818
|
)
|
|||
Changes in operating assets and liabilities, net of effects from acquisitions:
|
|
|
|
|
|
|
||||||
Decrease (increase) in accounts receivable
|
|
5,876
|
|
|
(5,437
|
)
|
|
57,759
|
|
|||
(Increase) decrease in inventories
|
|
(5,718
|
)
|
|
13,310
|
|
|
28,286
|
|
|||
Decrease (increase) in other current assets
|
|
32,081
|
|
|
2,811
|
|
|
(9,506
|
)
|
|||
Increase in accounts payable
|
|
2,135
|
|
|
794
|
|
|
16,110
|
|
|||
(Decrease) increase in other current liabilities
|
|
(3,736
|
)
|
|
(7,785
|
)
|
|
21,887
|
|
|||
Net change in other long-term assets and liabilities
|
|
(870
|
)
|
|
(680
|
)
|
|
(86,883
|
)
|
|||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
401,702
|
|
|
338,894
|
|
|
327,484
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(72,990
|
)
|
|
(76,015
|
)
|
|
(52,715
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
|
(24,230
|
)
|
|
(53,161
|
)
|
|
(134,602
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
|
17,457
|
|
|
1,393
|
|
|
1,387
|
|
|||
Other investing activities
|
|
778
|
|
|
(1,717
|
)
|
|
(1,541
|
)
|
|||
NET CASH USED BY INVESTING ACTIVITIES
|
|
(78,985
|
)
|
|
(129,500
|
)
|
|
(187,471
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
||||||
Proceeds from short-term borrowings
|
|
11,124
|
|
|
1,230
|
|
|
2,518
|
|
|||
Payments on short-term borrowings
|
|
(12,226
|
)
|
|
(2,164
|
)
|
|
(4,293
|
)
|
|||
Amounts due banks, net
|
|
48,978
|
|
|
(517
|
)
|
|
(2,758
|
)
|
|||
Proceeds from long-term borrowings
|
|
8,754
|
|
|
61
|
|
|
918
|
|
|||
Payments on long-term borrowings
|
|
(3,299
|
)
|
|
(450
|
)
|
|
(85,688
|
)
|
|||
Proceeds from exercise of stock options
|
|
9,116
|
|
|
20,297
|
|
|
18,776
|
|
|||
Excess tax benefit from stock-based compensation
|
|
5,967
|
|
|
10,602
|
|
|
7,819
|
|
|||
Purchase of shares for treasury
|
|
(307,178
|
)
|
|
(167,879
|
)
|
|
(81,018
|
)
|
|||
Cash dividends paid to shareholders
|
|
(73,261
|
)
|
|
(49,277
|
)
|
|
(73,112
|
)
|
|||
Transactions with non-controlling interests
|
|
(2,330
|
)
|
|
(6,087
|
)
|
|
—
|
|
|||
NET CASH USED BY FINANCING ACTIVITIES
|
|
(314,355
|
)
|
|
(194,184
|
)
|
|
(216,838
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(29,808
|
)
|
|
(1,849
|
)
|
|
2,188
|
|
|||
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
|
(21,446
|
)
|
|
13,361
|
|
|
(74,637
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
299,825
|
|
|
286,464
|
|
|
361,101
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
|
$
|
278,379
|
|
|
$
|
299,825
|
|
|
$
|
286,464
|
|
Level 1
|
|
Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets.
|
Level 2
|
|
Inputs to the valuation methodology include:
|
|
|
• Quoted prices for similar assets or liabilities in active markets;
|
|
|
• Quoted prices for identical or similar assets or liabilities in inactive markets;
|
|
|
• Inputs other than quoted prices that are observable for the asset or liability; and
|
|
|
• Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
|
|
If the asset or liability has a specific (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
|
Level 3
|
|
Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
254,686
|
|
|
$
|
293,780
|
|
|
$
|
257,411
|
|
Denominator:
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
79,185
|
|
|
81,978
|
|
|
83,087
|
|
|||
Effect of dilutive securities - Stock options and awards
|
911
|
|
|
1,064
|
|
|
1,088
|
|
|||
Diluted weighted average shares outstanding
|
80,096
|
|
|
83,042
|
|
|
84,175
|
|
|||
Basic earnings per share
|
$
|
3.22
|
|
|
$
|
3.58
|
|
|
$
|
3.10
|
|
Diluted earnings per share
|
$
|
3.18
|
|
|
$
|
3.54
|
|
|
$
|
3.06
|
|
|
|
North
America
Welding
|
|
Europe
Welding
|
|
Asia
Pacific
Welding
|
|
South
America
Welding
|
|
The Harris
Products
Group
|
|
Consolidated
|
||||||||||||
Balance at December 31, 2012
|
|
$
|
86,277
|
|
|
$
|
25,357
|
|
|
$
|
5,248
|
|
|
$
|
614
|
|
|
$
|
15,407
|
|
|
$
|
132,903
|
|
Additions and adjustments
|
|
44,446
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,027
|
)
|
|
43,419
|
|
|||||||
Foreign currency translation
|
|
(284)
|
|
(927
|
)
|
|
111
|
|
|
(52
|
)
|
|
(455
|
)
|
|
(1,607
|
)
|
|||||||
Balance as of December 31, 2013
|
|
130,439
|
|
|
24,430
|
|
|
5,359
|
|
|
562
|
|
|
13,925
|
|
|
174,715
|
|
||||||
Additions and adjustments
|
|
18,014
|
|
—
|
|
|
(610
|
)
|
|
—
|
|
|
(381
|
)
|
|
17,023
|
|
|||||||
Foreign currency translation
|
|
(3,859)
|
|
(7,700
|
)
|
|
(97
|
)
|
|
(106
|
)
|
|
(459
|
)
|
|
(12,221
|
)
|
|||||||
Balance as of December 31, 2014
|
|
$
|
144,594
|
|
|
$
|
16,730
|
|
|
$
|
4,652
|
|
|
$
|
456
|
|
|
$
|
13,085
|
|
|
$
|
179,517
|
|
|
|
|
|
December 31, 2014
|
||||||||||||||
|
|
Weighted
Average Life
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Indefinite
Lived Assets
|
|
Total Intangible,
Net
|
||||||||
Trademarks and trade names
|
|
12
|
|
$
|
32,358
|
|
|
$
|
12,547
|
|
|
$
|
16,273
|
|
|
$
|
36,084
|
|
Customer relationships
|
|
14
|
|
70,658
|
|
|
19,923
|
|
|
—
|
|
|
50,735
|
|
||||
Patents
|
|
20
|
|
24,195
|
|
|
6,509
|
|
|
—
|
|
|
17,686
|
|
||||
Other
|
|
13
|
|
54,502
|
|
|
26,646
|
|
|
—
|
|
|
27,856
|
|
||||
Total
|
|
|
|
$
|
181,713
|
|
|
$
|
65,625
|
|
|
$
|
16,273
|
|
|
$
|
132,361
|
|
|
|
December 31, 2013
|
||||||||||||||
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Indefinite
Lived Assets
|
|
Total Intangible,
Net
|
||||||||
Trademarks and trade names
|
|
$
|
38,566
|
|
|
$
|
11,898
|
|
|
$
|
18,310
|
|
|
$
|
44,978
|
|
Customer relationships
|
|
74,935
|
|
|
16,837
|
|
|
—
|
|
|
58,098
|
|
||||
Patents
|
|
23,861
|
|
|
6,205
|
|
|
—
|
|
|
17,656
|
|
||||
Other
|
|
49,578
|
|
|
23,298
|
|
|
—
|
|
|
26,280
|
|
||||
Total
|
|
$
|
186,940
|
|
|
$
|
58,238
|
|
|
$
|
18,310
|
|
|
$
|
147,012
|
|
|
North
America
Welding
|
|
Europe
Welding
|
|
Asia
Pacific
Welding
|
|
South
America
Welding
|
|
The Harris
Products
Group
|
|
Corporate /
Eliminations
|
|
Consolidated
|
||||||||||||||
For the Year Ended
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net sales
|
$
|
1,700,924
|
|
|
$
|
425,775
|
|
|
$
|
243,800
|
|
|
$
|
148,595
|
|
|
$
|
294,230
|
|
|
$
|
—
|
|
|
$
|
2,813,324
|
|
Inter-segment sales
|
124,732
|
|
|
19,586
|
|
|
14,820
|
|
|
144
|
|
|
8,210
|
|
|
(167,492
|
)
|
|
$
|
—
|
|
||||||
Total
|
$
|
1,825,656
|
|
|
$
|
445,361
|
|
|
$
|
258,620
|
|
|
$
|
148,739
|
|
|
$
|
302,440
|
|
|
$
|
(167,492
|
)
|
|
$
|
2,813,324
|
|
EBIT, as adjusted
|
$
|
335,465
|
|
|
$
|
48,822
|
|
|
$
|
1,321
|
|
|
$
|
15,953
|
|
|
$
|
28,563
|
|
|
$
|
4,216
|
|
|
$
|
434,340
|
|
Special items charge (gain)
|
(68
|
)
|
|
904
|
|
|
28,635
|
|
|
21,715
|
|
|
—
|
|
|
—
|
|
|
$
|
51,186
|
|
||||||
EBIT
|
$
|
335,533
|
|
|
$
|
47,918
|
|
|
$
|
(27,314
|
)
|
|
$
|
(5,762
|
)
|
|
$
|
28,563
|
|
|
$
|
4,216
|
|
|
$
|
383,154
|
|
Interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
3,093
|
|
|||||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,434
|
)
|
|||||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
375,813
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total assets
|
$
|
1,111,065
|
|
|
$
|
359,337
|
|
|
$
|
284,573
|
|
|
$
|
138,114
|
|
|
$
|
147,990
|
|
|
$
|
(101,864
|
)
|
|
$
|
1,939,215
|
|
Equity investments in affiliates
|
—
|
|
|
23,902
|
|
|
—
|
|
|
3,579
|
|
|
—
|
|
|
—
|
|
|
$
|
27,481
|
|
||||||
Capital expenditures
|
51,691
|
|
|
5,619
|
|
|
3,959
|
|
|
10,896
|
|
|
825
|
|
|
—
|
|
|
$
|
72,990
|
|
||||||
Depreciation and amortization
|
43,659
|
|
|
10,823
|
|
|
9,799
|
|
|
2,085
|
|
|
3,512
|
|
|
(271
|
)
|
|
$
|
69,607
|
|
||||||
For the Year Ended
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net sales
|
$
|
1,652,769
|
|
|
$
|
429,548
|
|
|
$
|
266,282
|
|
|
$
|
195,895
|
|
|
$
|
308,177
|
|
|
$
|
—
|
|
|
$
|
2,852,671
|
|
Inter-segment sales
|
127,254
|
|
|
19,911
|
|
|
14,906
|
|
|
233
|
|
|
9,605
|
|
|
(171,909
|
)
|
|
$
|
—
|
|
||||||
Total
|
$
|
1,780,023
|
|
|
$
|
449,459
|
|
|
$
|
281,188
|
|
|
$
|
196,128
|
|
|
$
|
317,782
|
|
|
$
|
(171,909
|
)
|
|
$
|
2,852,671
|
|
EBIT, as adjusted
|
$
|
318,507
|
|
|
$
|
36,247
|
|
|
$
|
1,815
|
|
|
$
|
57,306
|
|
|
$
|
27,826
|
|
|
$
|
(4,350
|
)
|
|
$
|
437,351
|
|
Special items charge (gain)
|
1,052
|
|
|
2,045
|
|
|
6,071
|
|
|
12,198
|
|
|
—
|
|
|
—
|
|
|
$
|
21,366
|
|
||||||
EBIT
|
$
|
317,455
|
|
|
$
|
34,202
|
|
|
$
|
(4,256
|
)
|
|
$
|
45,108
|
|
|
$
|
27,826
|
|
|
$
|
(4,350
|
)
|
|
$
|
415,985
|
|
Interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
3,320
|
|
|||||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,864
|
)
|
|||||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
416,441
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total assets
|
$
|
1,048,412
|
|
|
$
|
403,094
|
|
|
$
|
325,656
|
|
|
$
|
169,027
|
|
|
$
|
162,496
|
|
|
$
|
43,182
|
|
|
$
|
2,151,867
|
|
Equity investments in affiliates
|
—
|
|
|
23,315
|
|
|
—
|
|
|
3,303
|
|
|
—
|
|
|
—
|
|
|
$
|
26,618
|
|
||||||
Capital expenditures
|
41,181
|
|
|
10,305
|
|
|
2,073
|
|
|
20,840
|
|
|
3,931
|
|
|
(2,315
|
)
|
|
$
|
76,015
|
|
||||||
Depreciation and amortization
|
39,086
|
|
|
10,933
|
|
|
13,559
|
|
|
1,893
|
|
|
3,636
|
|
|
(224
|
)
|
|
$
|
68,883
|
|
||||||
For the Year Ended
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net sales
|
$
|
1,580,818
|
|
|
$
|
452,227
|
|
|
$
|
324,482
|
|
|
$
|
161,483
|
|
|
$
|
334,357
|
|
|
$
|
—
|
|
|
$
|
2,853,367
|
|
Inter-segment sales
|
131,062
|
|
|
16,048
|
|
|
14,829
|
|
|
38
|
|
|
8,549
|
|
|
(170,526
|
)
|
|
$
|
—
|
|
||||||
Total
|
$
|
1,711,880
|
|
|
$
|
468,275
|
|
|
$
|
339,311
|
|
|
$
|
161,521
|
|
|
$
|
342,906
|
|
|
$
|
(170,526
|
)
|
|
$
|
2,853,367
|
|
EBIT, as adjusted
|
$
|
293,070
|
|
|
$
|
37,299
|
|
|
$
|
7,247
|
|
|
$
|
18,301
|
|
|
$
|
29,477
|
|
|
$
|
(4,886
|
)
|
|
$
|
380,508
|
|
Special items charge (gain)
|
827
|
|
|
3,534
|
|
|
4,993
|
|
|
1,381
|
|
|
—
|
|
|
—
|
|
|
$
|
10,735
|
|
||||||
EBIT
|
$
|
292,243
|
|
|
$
|
33,765
|
|
|
$
|
2,254
|
|
|
$
|
16,920
|
|
|
$
|
29,477
|
|
|
$
|
(4,886
|
)
|
|
$
|
369,773
|
|
Interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
3,988
|
|
|||||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,191
|
)
|
|||||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
369,570
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total assets
|
$
|
980,093
|
|
|
$
|
451,654
|
|
|
$
|
350,189
|
|
|
$
|
134,650
|
|
|
$
|
195,881
|
|
|
$
|
(22,604
|
)
|
|
$
|
2,089,863
|
|
Equity investments in affiliates
|
—
|
|
|
21,798
|
|
|
—
|
|
|
2,808
|
|
|
—
|
|
|
—
|
|
|
$
|
24,606
|
|
||||||
Capital expenditures
|
36,834
|
|
|
5,372
|
|
|
8,833
|
|
|
899
|
|
|
831
|
|
|
(54
|
)
|
|
$
|
52,715
|
|
||||||
Depreciation and amortization
|
33,479
|
|
|
11,008
|
|
|
15,102
|
|
|
1,878
|
|
|
3,934
|
|
|
(67
|
)
|
|
$
|
65,334
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net sales:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
1,417,750
|
|
|
$
|
1,350,309
|
|
|
$
|
1,283,066
|
|
China
|
|
190,035
|
|
|
219,490
|
|
|
229,996
|
|
|||
Other foreign countries
|
|
1,205,539
|
|
|
1,282,872
|
|
|
1,340,305
|
|
|||
Total
|
|
$
|
2,813,324
|
|
|
$
|
2,852,671
|
|
|
$
|
2,853,367
|
|
|
|
December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Property, plant and equipment, net:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
171,746
|
|
|
$
|
162,357
|
|
|
$
|
170,831
|
|
China
|
|
56,247
|
|
|
83,416
|
|
|
92,744
|
|
|||
Other foreign countries
|
|
209,640
|
|
|
238,685
|
|
|
223,050
|
|
|||
Eliminations
|
|
(424
|
)
|
|
(453
|
)
|
|
(389
|
)
|
|||
Total
|
|
$
|
437,209
|
|
|
$
|
484,005
|
|
|
$
|
486,236
|
|
|
|
North America Welding
|
|
Europe
Welding
|
|
Asia
Pacific
Welding
|
|
South America Welding
|
|
Consolidated
|
||||||||||
Balance at December 31, 2012
|
|
$
|
—
|
|
|
$
|
2,013
|
|
|
$
|
1,044
|
|
|
$
|
—
|
|
|
$
|
3,057
|
|
Payments and other adjustments
|
|
(586
|
)
|
|
(1,343
|
)
|
|
(1,510
|
)
|
|
—
|
|
|
(3,439
|
)
|
|||||
Charged (credited) to expense
|
|
1,052
|
|
|
1,765
|
|
|
841
|
|
|
—
|
|
|
3,658
|
|
|||||
Balance at December 31, 2013
|
|
$
|
466
|
|
|
$
|
2,435
|
|
|
$
|
375
|
|
|
$
|
—
|
|
|
$
|
3,276
|
|
Payments and other adjustments
|
|
(398
|
)
|
|
(3,041
|
)
|
|
(191
|
)
|
|
(582
|
)
|
|
(4,212
|
)
|
|||||
Charged (credited) to expense
|
|
(68
|
)
|
|
911
|
|
|
(184
|
)
|
|
582
|
|
|
1,241
|
|
|||||
Balance at December 31, 2014
|
|
$
|
—
|
|
|
$
|
305
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
305
|
|
|
|
Unrealized (loss) gain on derivatives designated and qualifying as cash flow hedges
|
|
Defined benefit pension plan activity
|
|
Currency translation adjustment
|
|
Total
|
||||||||
Balance at December 31, 2012
|
|
$
|
80
|
|
|
$
|
(261,844
|
)
|
|
$
|
26,364
|
|
|
$
|
(235,400
|
)
|
Other comprehensive income (loss) before reclassification
|
|
(681
|
)
|
|
82,050
|
|
2
|
(17,981
|
)
|
3
|
63,388
|
|
||||
Amounts reclassified from AOCI
|
|
970
|
|
1
|
19,101
|
|
2
|
—
|
|
|
20,071
|
|
||||
Net current-period other comprehensive income (loss)
|
|
289
|
|
|
101,151
|
|
|
(17,981
|
)
|
|
83,459
|
|
||||
Balance at December 31, 2013
|
|
$
|
369
|
|
|
$
|
(160,693
|
)
|
|
$
|
8,383
|
|
|
$
|
(151,941
|
)
|
Other comprehensive income (loss) before reclassification
|
|
(720
|
)
|
|
(48,803
|
)
|
2
|
(99,103
|
)
|
3
|
(148,626
|
)
|
||||
Amounts reclassified from AOCI
|
|
342
|
|
1
|
11,603
|
|
2
|
—
|
|
|
11,945
|
|
||||
Net current-period other comprehensive income (loss)
|
|
(378
|
)
|
|
(37,200
|
)
|
|
(99,103
|
)
|
|
(136,681
|
)
|
||||
Balance at December 31, 2014
|
|
$
|
(9
|
)
|
|
$
|
(197,893
|
)
|
|
$
|
(90,720
|
)
|
|
$
|
(288,622
|
)
|
|
|
|
|
|
|
|
|
|
1
|
During
2014
, this AOCI reclassification is a component of Net sales of
$(80)
(net of tax of
$(65)
) and Cost of goods sold of
$422
(net of tax of
$205
); during
2013
, the reclassification is a component of Net sales of
$619
(net of tax of
$99
), Cost of goods sold of
$418
(net of tax of
$295
) and SG&A of
$(67)
with no tax effect. (See Note 13 - Derivatives for additional details.)
|
2
|
This AOCI component is included in the computation of net periodic pension costs (net of tax of
$(20,951)
and
$60,556
during the years ended December 31,
2014
and
2013
, respectively). (See Note 11 - Retirement and Postretirement Benefit Plans for additional details.)
|
3
|
The Other comprehensive income before reclassifications excludes
$734
and
$(1,819)
attributable to Non-controlling interests in the years ended December 31,
2014
and
2013
, respectively. The reclassified AOCI component is included in the computation of Non-controlling interests. (See Consolidated Statements of Equity for additional details.)
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Long-term debt
|
|
|
|
|
||||
Capital leases due through 2019, interest at 0.3% to 8.0%
|
|
$
|
198
|
|
|
$
|
236
|
|
Other borrowings due through 2023, interest up to 18.0%
|
|
9,301
|
|
|
4,270
|
|
||
|
|
9,499
|
|
|
4,506
|
|
||
Less current portion
|
|
7,011
|
|
|
715
|
|
||
Long-term debt, less current portion
|
|
2,488
|
|
|
3,791
|
|
||
Short-term debt
|
|
|
|
|
||||
Amounts due banks, interest at 3.1% (11.3% in 2013)
|
|
61,155
|
|
|
14,581
|
|
||
Current portion long-term debt
|
|
7,011
|
|
|
715
|
|
||
Total short-term debt
|
|
68,166
|
|
|
15,296
|
|
||
Total debt
|
|
$
|
70,654
|
|
|
$
|
19,087
|
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|||||||||
Balance at beginning of year
|
|
2,452,648
|
|
|
$
|
36.52
|
|
|
3,060,944
|
|
|
$
|
30.98
|
|
|
3,632,463
|
|
|
$
|
26.05
|
|
Options granted
|
|
5,121
|
|
|
69.61
|
|
|
273,105
|
|
|
70.88
|
|
|
412,980
|
|
|
47.66
|
|
|||
Options exercised
|
|
(329,986
|
)
|
|
27.63
|
|
|
(774,783
|
)
|
|
26.20
|
|
|
(962,029
|
)
|
|
19.52
|
|
|||
Options canceled
|
|
(40,590
|
)
|
|
47.21
|
|
|
(106,618
|
)
|
|
40.54
|
|
|
(22,470
|
)
|
|
24.07
|
|
|||
Balance at end of year
|
|
2,087,193
|
|
|
37.80
|
|
|
2,452,648
|
|
|
36.52
|
|
|
3,060,944
|
|
|
30.98
|
|
|||
Exercisable at end of year
|
|
1,818,218
|
|
|
33.89
|
|
|
1,837,014
|
|
|
29.93
|
|
|
2,208,455
|
|
|
27.19
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Expected volatility
|
|
32.21
|
%
|
|
32.97
|
%
|
|
45.67
|
%
|
|||
Dividend yield
|
|
1.41
|
%
|
|
1.40
|
%
|
|
1.66
|
%
|
|||
Risk-free interest rate
|
|
1.61
|
%
|
|
1.52
|
%
|
|
0.70
|
%
|
|||
Expected option life (years)
|
|
4.4
|
|
|
4.4
|
|
|
4.5
|
|
|||
Weighted average fair value per option granted during the year
|
|
$
|
17.52
|
|
|
$
|
18.14
|
|
|
$
|
15.87
|
|
|
|
Year Ended December 31, 2014
|
|||||
|
|
Number of
Options
|
|
Weighted
Average Fair
Value at Grant
Date
|
|||
Balance at beginning of year
|
|
615,634
|
|
|
$
|
16.32
|
|
Granted
|
|
5,121
|
|
|
17.52
|
|
|
Vested
|
|
(326,596
|
)
|
|
15.63
|
|
|
Forfeited
|
|
(25,184
|
)
|
|
13.17
|
|
|
Balance at end of year
|
|
268,975
|
|
|
17.48
|
|
|
|
Outstanding
|
|
Exercisable
|
|
|
||||||||||
Exercise Price Range
|
|
Number of
Stock
Options
|
|
Weighted
Average
Exercise
Price
|
|
Number of
Stock
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Life (years)
|
||||||
Under $29.99
|
|
572,351
|
|
|
$
|
24.14
|
|
|
572,351
|
|
|
$
|
24.14
|
|
|
4.2
|
$30.00 - $39.99
|
|
917,607
|
|
|
33.21
|
|
|
917,272
|
|
|
33.21
|
|
|
5.4
|
||
Over $40.00
|
|
597,235
|
|
|
57.94
|
|
|
328,595
|
|
|
52.75
|
|
|
8.1
|
||
|
|
2,087,193
|
|
|
|
|
|
1,818,218
|
|
|
|
|
|
5.5
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||||||||
Balance at beginning of year
|
|
115,316
|
|
|
$
|
39.55
|
|
|
336,808
|
|
|
$
|
28.49
|
|
|
379,233
|
|
|
$
|
28.06
|
|
Shares granted
|
|
14,927
|
|
|
66.32
|
|
|
14,464
|
|
|
70.88
|
|
|
20,099
|
|
|
47.81
|
|
|||
Shares vested
|
|
(80,753
|
)
|
|
31.88
|
|
|
(224,021
|
)
|
|
25.68
|
|
|
(62,524
|
)
|
|
32.10
|
|
|||
Shares forfeited
|
|
—
|
|
|
—
|
|
|
(11,935
|
)
|
|
25.76
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of year
|
|
49,490
|
|
|
60.14
|
|
|
115,316
|
|
|
39.55
|
|
|
336,808
|
|
|
28.49
|
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
|
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|||||||||
Balance at beginning of year
|
|
283,944
|
|
|
$
|
47.38
|
|
|
288,669
|
|
|
$
|
40.83
|
|
|
166,519
|
|
|
$
|
34.55
|
|
Units granted
|
|
2,861
|
|
|
70.71
|
|
|
69,925
|
|
|
67.17
|
|
|
133,944
|
|
|
47.97
|
|
|||
Units vested
|
|
(40,035
|
)
|
|
36.59
|
|
|
(33,698
|
)
|
|
39.20
|
|
|
(10,499
|
)
|
|
33.06
|
|
|||
Units forfeited
|
|
(5,274
|
)
|
|
52.19
|
|
|
(40,952
|
)
|
|
41.70
|
|
|
(1,295
|
)
|
|
35.55
|
|
|||
Balance at end of year
|
|
241,496
|
|
|
49.34
|
|
|
283,944
|
|
|
47.38
|
|
|
288,669
|
|
|
40.83
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Change in benefit obligations
|
|
|
|
|
||||
Benefit obligations at beginning of year
|
|
$
|
941,442
|
|
|
$
|
1,033,725
|
|
Service cost
|
|
19,062
|
|
|
23,188
|
|
||
Interest cost
|
|
42,485
|
|
|
37,225
|
|
||
Plan participants' contributions
|
|
215
|
|
|
221
|
|
||
Plan amendments
|
|
45
|
|
|
1,623
|
|
||
Actuarial loss (gain)
|
|
117,881
|
|
|
(91,851
|
)
|
||
Benefits paid
|
|
(60,582
|
)
|
|
(59,296
|
)
|
||
Settlements/curtailments
|
|
(7,172
|
)
|
|
(1,390
|
)
|
||
Currency translation
|
|
(7,905
|
)
|
|
(2,003
|
)
|
||
Benefit obligations at end of year
|
|
1,045,471
|
|
|
941,442
|
|
||
|
|
|
|
|
||||
Change in plan assets
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
|
939,995
|
|
|
813,897
|
|
||
Actual return on plan assets
|
|
108,060
|
|
|
101,044
|
|
||
Employer contributions
|
|
27,550
|
|
|
85,456
|
|
||
Plan participants' contributions
|
|
215
|
|
|
221
|
|
||
Benefits paid
|
|
(59,196
|
)
|
|
(57,644
|
)
|
||
Settlement
|
|
—
|
|
|
(1,390
|
)
|
||
Currency translation
|
|
(5,687
|
)
|
|
(1,589
|
)
|
||
Fair value of plan assets at end of year
|
|
1,010,937
|
|
|
939,995
|
|
||
|
|
|
|
|
||||
Funded status at end of year
|
|
(34,534
|
)
|
|
(1,447
|
)
|
||
Unrecognized actuarial net loss
|
|
316,296
|
|
|
258,781
|
|
||
Unrecognized prior service cost
|
|
(1,930
|
)
|
|
(2,547
|
)
|
||
Unrecognized transition assets, net
|
|
45
|
|
|
26
|
|
||
Net amount recognized
|
|
$
|
279,877
|
|
|
$
|
254,813
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Prepaid pensions
|
|
$
|
1,240
|
|
|
$
|
36,116
|
|
Accrued pension liability, current
|
|
(2,971
|
)
|
|
(10,564
|
)
|
||
Accrued pension liability, long-term
|
|
(32,803
|
)
|
|
(26,999
|
)
|
||
Accumulated other comprehensive loss, excluding tax effects
|
|
314,411
|
|
|
256,260
|
|
||
Net amount recognized in the balance sheets
|
|
$
|
279,877
|
|
|
$
|
254,813
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Service cost
|
|
$
|
19,062
|
|
|
$
|
23,188
|
|
|
$
|
21,538
|
|
Interest cost
|
|
42,485
|
|
|
37,225
|
|
|
41,584
|
|
|||
Expected return on plan assets
|
|
(67,953
|
)
|
|
(61,244
|
)
|
|
(58,754
|
)
|
|||
Amortization of prior service cost
|
|
(616
|
)
|
|
(613
|
)
|
|
(90
|
)
|
|||
Amortization of net loss
|
|
17,644
|
|
|
30,929
|
|
|
31,085
|
|
|||
Settlement/curtailment loss
|
|
1,773
|
|
|
423
|
|
|
895
|
|
|||
Pension cost for defined benefit plans
|
|
$
|
12,395
|
|
|
$
|
29,908
|
|
|
$
|
36,258
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
U.S. pension plans
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
34,066
|
|
|
$
|
37,355
|
|
Accumulated benefit obligation
|
|
30,202
|
|
|
33,416
|
|
||
Fair value of plan assets
|
|
11,638
|
|
|
10,028
|
|
||
Non-U.S. pension plans
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
5,573
|
|
|
$
|
7,587
|
|
Accumulated benefit obligation
|
|
3,372
|
|
|
3,804
|
|
Estimated Payments
|
|
||
2015
|
$
|
65,434
|
|
2016
|
72,631
|
|
|
2017
|
65,459
|
|
|
2018
|
63,777
|
|
|
2019
|
64,457
|
|
|
2020 through 2024
|
317,919
|
|
|
|
December 31,
|
||||
|
|
2014
|
|
2013
|
||
Discount Rate
|
|
4.1
|
%
|
|
4.7
|
%
|
Rate of increase in compensation
|
|
2.8
|
%
|
|
4.2
|
%
|
|
|
December 31,
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|||
Discount rate
|
|
4.7
|
%
|
|
3.8
|
%
|
|
4.2
|
%
|
Rate of increase in compensation
|
|
4.1
|
%
|
|
4.1
|
%
|
|
4.0
|
%
|
Expected return on plan assets
|
|
7.3
|
%
|
|
7.4
|
%
|
|
7.7
|
%
|
|
|
Pension Plans' Assets at Fair Value as of December 31, 2014
|
||||||||||||||
|
|
Quoted Prices
in Active Markets
for Identical
Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Cash and cash equivalents
|
|
$
|
4,873
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,873
|
|
Fixed income securities
(1)
|
|
|
|
|
|
|
|
|
||||||||
U.S. government bonds
|
|
27,305
|
|
|
—
|
|
|
—
|
|
|
27,305
|
|
||||
Corporate debt and other obligations
|
|
—
|
|
|
212,326
|
|
|
—
|
|
|
212,326
|
|
||||
Common trusts and 103-12 investments
(2)
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
—
|
|
|
7,499
|
|
|
—
|
|
|
7,499
|
|
||||
Common trusts and 103-12 investments
|
|
—
|
|
|
720,919
|
|
|
—
|
|
|
720,919
|
|
||||
Private equity funds
(3)
|
|
—
|
|
|
—
|
|
|
38,015
|
|
|
38,015
|
|
||||
Total assets at fair value
|
|
$
|
32,178
|
|
|
$
|
940,744
|
|
|
$
|
38,015
|
|
|
$
|
1,010,937
|
|
|
|
Pension Plans' Assets at Fair Value as of December 31, 2013
|
||||||||||||||
|
|
Quoted Prices
in Active Markets
for Identical
Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Common trusts and 103-12 investments
(2)
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
4,686
|
|
|
$
|
—
|
|
|
$
|
4,686
|
|
Common trusts and 103-12 investments
|
|
—
|
|
|
902,746
|
|
|
—
|
|
|
902,746
|
|
||||
Private equity funds
(3)
|
|
—
|
|
|
—
|
|
|
32,563
|
|
|
32,563
|
|
||||
Total assets at fair value
|
|
$
|
—
|
|
|
$
|
907,432
|
|
|
$
|
32,563
|
|
|
$
|
939,995
|
|
(1)
|
Fixed income securities are primarily comprised of governmental and corporate bonds directly held by the plans. Governmental and corporate bonds are valued using both market observable inputs for similar assets that are traded on an active market and the closing price on the active market on which the individual securities are traded.
|
(2)
|
Common trusts and 103-12 investments (collectively "Trusts") are comprised of a number of investment funds that invest in a diverse portfolio of assets including equity securities, corporate and governmental bonds, equity and credit indexes, and money markets. Trusts are valued at the net asset value ("NAV") as determined by their custodian. NAV represents the accumulation of the unadjusted quoted close prices on the reporting date for the underlying investments divided by the total shares outstanding at the reporting dates.
|
(3)
|
Private equity funds consist of four funds seeking capital appreciation by investing in private equity investment partnerships and venture capital companies. Funds are comprised of unrestricted and restricted publicly traded securities and privately held securities. Unrestricted securities are valued at the closing market price on the reporting date. Restricted securities may be valued at a discount from such closing public market price, depending on facts and circumstances. Privately held securities are valued at fair value as determined by the fund directors and general partners.
|
|
|
Private
Equity
Funds
|
||
Balance at the beginning of year
|
|
$
|
32,563
|
|
Purchases, sales, issuances and settlements
|
|
(283
|
)
|
|
Realized and unrealized gains
|
|
5,735
|
|
|
Balance at the end of year
|
|
$
|
38,015
|
|
The amount of total gains during the period attributable to the change in unrealized gains relating to Level 3 net assets still held at the reporting date
|
|
$
|
4,887
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
U.S.
|
|
$
|
303,933
|
|
|
$
|
281,724
|
|
|
$
|
243,382
|
|
Non-U.S.
|
|
71,880
|
|
|
134,717
|
|
|
126,188
|
|
|||
Total
|
|
$
|
375,813
|
|
|
$
|
416,441
|
|
|
$
|
369,570
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
71,601
|
|
|
$
|
58,099
|
|
|
$
|
72,809
|
|
Non-U.S.
|
|
24,210
|
|
|
40,348
|
|
|
33,510
|
|
|||
State and local
|
|
8,235
|
|
|
8,490
|
|
|
8,172
|
|
|||
|
|
104,046
|
|
|
106,937
|
|
|
114,491
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
15,175
|
|
|
21,946
|
|
|
(1,673
|
)
|
|||
Non-U.S.
|
|
1,370
|
|
|
(5,734
|
)
|
|
(750
|
)
|
|||
State and local
|
|
1,342
|
|
|
1,605
|
|
|
286
|
|
|||
|
|
17,887
|
|
|
17,817
|
|
|
(2,137
|
)
|
|||
Total
|
|
$
|
121,933
|
|
|
$
|
124,754
|
|
|
$
|
112,354
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Statutory rate of 35% applied to pre-tax income
|
|
$
|
131,534
|
|
|
$
|
145,754
|
|
|
$
|
129,350
|
|
Effect of state and local income taxes, net of federal tax benefit
|
|
6,694
|
|
|
7,124
|
|
|
5,598
|
|
|||
Asset impairments
|
|
11,674
|
|
|
1,735
|
|
|
645
|
|
|||
Taxes less than the U.S. tax rate on non-U.S. earnings, including utilization of tax loss carry-forwards, losses with no benefit and changes in non-U.S. valuation allowance
|
|
(11,348
|
)
|
|
(19,087
|
)
|
|
(11,908
|
)
|
|||
Manufacturing deduction
|
|
(7,316
|
)
|
|
(6,386
|
)
|
|
(6,287
|
)
|
|||
U.S. tax cost (benefit) of foreign source income
|
|
(514
|
)
|
|
745
|
|
|
(5,290
|
)
|
|||
Resolution and adjustments to uncertain tax positions
|
|
(4,501
|
)
|
|
(313
|
)
|
|
(1,493
|
)
|
|||
Other
|
|
(4,290
|
)
|
|
(4,818
|
)
|
|
1,739
|
|
|||
Total
|
|
$
|
121,933
|
|
|
$
|
124,754
|
|
|
$
|
112,354
|
|
Effective tax rate
|
|
32.45
|
%
|
|
29.96
|
%
|
|
30.40
|
%
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Tax loss and credit carry-forwards
|
|
$
|
46,112
|
|
|
$
|
51,762
|
|
Inventory
|
|
1,931
|
|
|
1,277
|
|
||
Other accruals
|
|
15,427
|
|
|
15,709
|
|
||
Employee benefits
|
|
20,750
|
|
|
18,909
|
|
||
Pension obligations
|
|
4,969
|
|
|
4,643
|
|
||
Other
|
|
5,608
|
|
|
9,828
|
|
||
Deferred tax assets, gross
|
|
94,797
|
|
|
102,128
|
|
||
Valuation allowance
|
|
(48,840
|
)
|
|
(49,684
|
)
|
||
Deferred tax assets, net
|
|
45,957
|
|
|
52,444
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Property, plant and equipment
|
|
37,352
|
|
|
38,653
|
|
||
Intangible assets
|
|
18,642
|
|
|
24,014
|
|
||
Inventory
|
|
9,623
|
|
|
7,311
|
|
||
Pension obligations
|
|
1,731
|
|
|
7,315
|
|
||
Other
|
|
10,018
|
|
|
8,777
|
|
||
Deferred tax liabilities
|
|
77,366
|
|
|
86,070
|
|
||
Total deferred taxes
|
|
$
|
(31,409
|
)
|
|
$
|
(33,626
|
)
|
|
|
2014
|
|
2013
|
||||
Balance at January 1
|
|
$
|
25,907
|
|
|
$
|
25,255
|
|
Increase related to current year tax provisions
|
|
700
|
|
|
1,990
|
|
||
(Decrease) increase related to prior years' tax positions
|
|
(848
|
)
|
|
208
|
|
||
Increase related to acquisitions
|
|
—
|
|
|
3,528
|
|
||
Decrease related to settlements with taxing authorities
|
|
(1,216
|
)
|
|
(95
|
)
|
||
Resolution of and other decreases in prior years' tax liabilities
|
|
(3,727
|
)
|
|
(3,491
|
)
|
||
Other
|
|
(2,427
|
)
|
|
(1,488
|
)
|
||
Balance at December 31
|
|
$
|
18,389
|
|
|
$
|
25,907
|
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
Derivatives by hedge designation
|
|
Other
Current
Assets
|
|
Other
Current
Liabilities
|
|
Other
Current
Assets
|
|
Other
Current
Liabilities
|
||||||||
Designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
$
|
461
|
|
|
$
|
935
|
|
|
$
|
706
|
|
|
$
|
219
|
|
Net investment Contracts
|
|
1,091
|
|
|
469
|
|
|
—
|
|
|
—
|
|
||||
Not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
482
|
|
|
3,638
|
|
|
766
|
|
|
228
|
|
||||
Commodity contracts
|
|
47
|
|
|
69
|
|
|
262
|
|
|
47
|
|
||||
Total derivatives
|
|
$
|
2,081
|
|
|
$
|
5,111
|
|
|
$
|
1,734
|
|
|
$
|
494
|
|
|
|
|
|
Year Ended December 31,
|
||||||
Derivatives by hedge designation
|
|
Classification of gains (losses)
|
|
2014
|
|
2013
|
||||
Not designated as hedges:
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
|
Selling, general & administrative expenses
|
|
$
|
(10,427
|
)
|
|
$
|
215
|
|
Commodity contracts
|
|
Cost of goods sold
|
|
702
|
|
|
2,882
|
|
|
|
December 31,
|
||||||
Total (loss) gain recognized in AOCI, net of tax
|
|
2014
|
|
2013
|
||||
Foreign exchange contracts
|
|
$
|
(9
|
)
|
|
$
|
369
|
|
|
|
|
|
Year Ended December 31,
|
||||||
Derivative type
|
|
Gain (loss) reclassified from AOCI to:
|
|
2014
|
|
2013
|
||||
Foreign exchange contracts
|
|
Sales
|
|
$
|
(80
|
)
|
|
$
|
619
|
|
|
|
Cost of goods sold
|
|
422
|
|
|
418
|
|
||
Net investment contracts
|
|
Selling, general & administrative expenses
|
|
—
|
|
|
(67
|
)
|
Description
|
|
Balance as of December 31, 2014
|
|
Quoted Prices in
Active Markets for
Identical Assets or
Liabilities
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
$
|
943
|
|
|
$
|
—
|
|
|
$
|
943
|
|
|
$
|
—
|
|
Commodity contracts
|
|
47
|
|
|
—
|
|
|
47
|
|
|
—
|
|
||||
Net investment contracts
|
|
1,091
|
|
|
—
|
|
|
1,091
|
|
|
—
|
|
||||
Total assets
|
|
$
|
2,081
|
|
|
$
|
—
|
|
|
$
|
2,081
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
$
|
4,573
|
|
|
$
|
—
|
|
|
$
|
4,573
|
|
|
$
|
—
|
|
Commodity contracts
|
|
69
|
|
|
—
|
|
|
69
|
|
|
—
|
|
||||
Net investment contracts
|
|
469
|
|
|
—
|
|
|
469
|
|
|
—
|
|
||||
Contingent consideration
|
|
6,912
|
|
|
—
|
|
|
—
|
|
|
6,912
|
|
||||
Forward contract
|
|
25,268
|
|
|
—
|
|
|
—
|
|
|
25,268
|
|
||||
Deferred compensation
|
|
21,839
|
|
|
—
|
|
|
21,839
|
|
|
—
|
|
||||
Total liabilities
|
|
$
|
59,130
|
|
|
$
|
—
|
|
|
$
|
26,950
|
|
|
$
|
32,180
|
|
Description
|
|
Balance as of December 31, 2013
|
|
Quoted Prices in
Active Markets for
Identical Assets or
Liabilities
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
$
|
1,472
|
|
|
$
|
—
|
|
|
$
|
1,472
|
|
|
$
|
—
|
|
Commodity contracts
|
|
262
|
|
|
—
|
|
|
262
|
|
|
—
|
|
||||
Total assets
|
|
$
|
1,734
|
|
|
$
|
—
|
|
|
$
|
1,734
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
|
$
|
447
|
|
|
$
|
—
|
|
|
$
|
447
|
|
|
$
|
—
|
|
Commodity contracts
|
|
47
|
|
|
—
|
|
|
47
|
|
|
—
|
|
||||
Contingent consideration
|
|
5,375
|
|
|
—
|
|
|
—
|
|
|
5,375
|
|
||||
Forward contract
|
|
16,974
|
|
|
—
|
|
|
—
|
|
|
16,974
|
|
||||
Deferred compensation
|
|
20,132
|
|
|
—
|
|
|
20,132
|
|
|
—
|
|
||||
Total liabilities
|
|
$
|
42,975
|
|
|
$
|
—
|
|
|
$
|
20,626
|
|
|
$
|
22,349
|
|
|
|
December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at beginning of year
|
|
$
|
15,180
|
|
|
$
|
15,304
|
|
|
$
|
15,781
|
|
Accruals for warranties
|
|
12,368
|
|
|
12,786
|
|
|
10,872
|
|
|||
Settlements
|
|
(11,676
|
)
|
|
(12,794
|
)
|
|
(11,477
|
)
|
|||
Foreign currency translation
|
|
(474
|
)
|
|
(116
|
)
|
|
128
|
|
|||
Balance at end of year
|
|
$
|
15,398
|
|
|
$
|
15,180
|
|
|
$
|
15,304
|
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
2014
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
685,062
|
|
|
$
|
728,531
|
|
|
$
|
715,777
|
|
|
$
|
683,954
|
|
Gross profit
|
|
226,336
|
|
|
250,267
|
|
|
241,609
|
|
|
231,085
|
|
||||
Income before income taxes
|
|
82,426
|
|
|
114,866
|
|
|
77,785
|
|
|
100,736
|
|
||||
Net income
|
|
56,453
|
|
|
77,332
|
|
|
45,689
|
|
|
75,212
|
|
||||
Basic earnings per share
|
|
$
|
0.70
|
|
|
$
|
0.97
|
|
|
$
|
0.58
|
|
|
$
|
0.97
|
|
Diluted earnings per share
|
|
$
|
0.69
|
|
|
$
|
0.96
|
|
|
$
|
0.57
|
|
|
$
|
0.96
|
|
2013
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
718,573
|
|
|
$
|
727,432
|
|
|
$
|
691,875
|
|
|
$
|
714,791
|
|
Gross profit
|
|
226,572
|
|
|
240,338
|
|
|
232,697
|
|
|
243,047
|
|
||||
Income before income taxes
|
|
90,679
|
|
|
106,534
|
|
|
97,840
|
|
|
121,388
|
|
||||
Net income
|
|
66,806
|
|
|
72,606
|
|
|
66,044
|
|
|
88,324
|
|
||||
Basic earnings per share
|
|
$
|
0.81
|
|
|
$
|
0.88
|
|
|
$
|
0.81
|
|
|
$
|
1.09
|
|
Diluted earnings per share
|
|
$
|
0.80
|
|
|
$
|
0.87
|
|
|
$
|
0.80
|
|
|
$
|
1.07
|
|
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
Description
|
|
Balance at
Beginning
of Period
|
|
Charged to
Costs and
Expenses
|
|
(1)
Charged to
Other
Accounts
|
|
(2)
Deductions
|
|
Balance at End of Period
|
||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2014
|
|
$
|
8,398
|
|
|
$
|
2,064
|
|
|
$
|
(867
|
)
|
|
$
|
1,861
|
|
|
$
|
7,734
|
|
Year Ended December 31, 2013
|
|
8,654
|
|
|
2,671
|
|
|
49
|
|
|
2,976
|
|
|
8,398
|
|
|||||
Year Ended December 31, 2012
|
|
7,079
|
|
|
3,368
|
|
|
68
|
|
|
1,861
|
|
|
8,654
|
|
(1)
|
Currency translation adjustment.
|
(2)
|
Uncollectible accounts written-off, net of recoveries.
|
Name
|
Country of
Incorporation
|
A. B. Arriendos S.A.
|
Chile
|
Arc Products, Inc.
|
United States
|
Burlington Automation Corporation
|
Canada
|
Easom Automation Systems, Inc.
|
United States
|
Electro-Arco S.A.
|
Portugal
|
Harris Calorific GmbH
|
Germany
|
Harris Calorific International Sp. z o.o.
|
Poland
|
Harris Calorific S.r.l.
|
Italy
|
Harris Euro S.L.
|
Spain
|
Harris Soldas Especiais S.A.
|
Brazil
|
Inversiones LyL S.A.
|
Chile
|
J.W. Harris Co., Inc.
|
United States
|
Jinzhou Zheng Tai Welding and Metal Co., Ltd.
|
China
|
Kaliburn, Inc.
|
United States
|
Kaynak Teknigi Sanayi ve Ticaret A.S.
|
Turkey
|
Lincoln Canada Finance ULC
|
Canada
|
Lincoln Canada Holdings ULC
|
Canada
|
Lincoln Electric Bester Sp. z o.o.
|
Poland
|
Lincoln Electric Company of Canada LP
|
Canada
|
Lincoln Electric Company (India) Private Limited
|
India
|
Lincoln Electric Cutting Systems, Inc.
|
United States
|
Lincoln Electric do Brasil Industria e Comercio Ltda.
|
Brazil
|
Lincoln Electric Europe B.V.
|
The Netherlands
|
Lincoln Electric Europe, S.L.
|
Spain
|
Lincoln Electric France S.A.S.
|
France
|
Lincoln Electric Heli (Zhengzhou) Welding Materials Company Ltd.
|
China
|
Lincoln Electric Holdings S.ar.l.
|
Luxembourg
|
Lincoln Electric Iberia, S.L.
|
Spain
|
Lincoln Electric International Holding Company
|
United States
|
Lincoln Electric Italia S.r.l.
|
Italy
|
Lincoln Electric Japan K.K.
|
Japan
|
Lincoln Electric (Jinzhou) Welding Materials Co., Ltd.
|
China
|
Lincoln Electric Luxembourg S.ar.l.
|
Luxembourg
|
Lincoln Electric Management (Shanghai) Co., Ltd.
|
China
|
Lincoln Electric Manufactura, S.A. de C.V.
|
Mexico
|
Lincoln Electric Maquinas, S. de R.L. de C.V.
|
Mexico
|
Lincoln Electric Mexicana, S.A. de C.V.
|
Mexico
|
Name
|
Country of
Incorporation
|
Lincoln Electric Middle East FZE
|
United Arab Emirates
|
Lincoln Electric North America, Inc.
|
United States
|
Lincoln Electric S.A.
|
Argentina
|
Lincoln Electric (Tangshan) Welding Materials Co., Ltd.
|
China
|
Lincoln Electric (U.K.) Ltd.
|
United Kingdom
|
Lincoln Global Holdings LLC
|
United States
|
Lincoln Global, Inc.
|
United States
|
Lincoln Smitweld B.V.
|
The Netherlands
|
Lincoln Soldaduras de Colombia Ltda.
|
Colombia
|
Lincoln Soldaduras de Venezuela C.A.
|
Venezuela
|
Metrode Products Limited
|
United Kingdom
|
OAO Mezhgosmetiz – Mtsensk
|
Russia
|
OOO Torgovyi Dom Mezhgosmetiz
|
Russia
|
OOO Severstal – metiz: Welding Consumables
|
Russia
|
PT Lincoln Electric Indonesia
|
Indonesia
|
Robolution GmbH
|
Germany
|
Smart Force, LLC
|
United States
|
Tennessee Rand, Inc.
|
United States
|
Tenwell Development Pte. Ltd.
|
Singapore
|
The Lincoln Electric Company
|
United States
|
The Lincoln Electric Company (Asia Pacific) Pte. Ltd.
|
Singapore
|
The Lincoln Electric Company (Australia) Proprietary Limited
|
Australia
|
The Lincoln Electric Company (New Zealand) Limited
|
New Zealand
|
The Lincoln Electric Company of South Africa (Pty) Ltd.
|
South Africa
|
The Nanjing Lincoln Electric Co., Ltd.
|
China
|
The Shanghai Lincoln Electric Co., Ltd.
|
China
|
Uhrhan & Schwill Schweisstechnik GmbH
|
Germany
|
Wayne Trail Technologies, Inc.
|
United States
|
Weartech International, Inc.
|
United States
|
Weartech International Limited
|
United Kingdom
|
Welding, Cutting, Tools & Accessories, LLC
|
United States
|
/s/ Christopher L. Mapes
|
|
/s/ Harold L. Adams
|
|
/s/ Curtis E. Espeland
|
Christopher L. Mapes, Director
|
|
Harold L. Adams, Director
|
|
Curtis E. Espeland, Director
|
February 5, 2015
|
|
February 5, 2015
|
|
February 5, 2015
|
|
|
|
|
|
/s/ David H. Gunning
|
|
/s/ Stephen G. Hanks
|
|
/s/ Robert J. Knoll
|
David H. Gunning, Director
|
|
Stephen G. Hanks, Director
|
|
Robert J. Knoll, Director
|
February 5, 2015
|
|
February 5, 2015
|
|
February 5, 2015
|
|
|
|
|
|
/s/ G. Russell Lincoln
|
|
/s/ Kathryn Jo Lincoln
|
|
/s/ William E. MacDonald, III
|
G. Russell Lincoln, Director
|
|
Kathryn Jo Lincoln, Director
|
|
William E. MacDonald, III, Director
|
February 5, 2015
|
|
February 5, 2015
|
|
February 5, 2015
|
|
|
|
|
|
/s/ Phillip J. Mason
|
|
/s/ Hellene S. Runtagh
|
|
/s/ George H. Walls, Jr.
|
Phillip J. Mason, Director
|
|
Hellene S. Runtagh, Director
|
|
George H. Walls, Jr., Director
|
February 5, 2015
|
|
February 5, 2015
|
|
February 5, 2015
|
1.
|
I have reviewed this annual report on Form 10-K of Lincoln Electric Holdings, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 20, 2015
|
|
|
|
|
/s/ Christopher L. Mapes
|
|
|
Christopher L. Mapes
Chairman, President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Lincoln Electric Holdings, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 20, 2015
|
|
|
|
|
/s/ Vincent K. Petrella
|
|
|
Vincent K. Petrella
Executive Vice President, Chief Financial
Officer and Treasurer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
|
Date: February 20, 2015
|
|
|
|
|
/s/ Christopher L. Mapes
|
|
|
Christopher L. Mapes
Chairman, President and Chief Executive Officer
|
|
|
|
|
|
/s/ Vincent K. Petrella
|
|
|
Vincent K. Petrella
Executive Vice President, Chief Financial
Officer and Treasurer
|