|
For the fiscal year ended December 31, 2015
|
|
Commission file number 0-1402
|
Ohio
|
|
34-1860551
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
22801 St. Clair Avenue, Cleveland, Ohio
|
|
44117
|
(Address of principal executive offices)
|
|
(Zip Code)
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(216) 481-8100
|
(Registrant's telephone number, including area code)
|
Common Shares, without par value
|
|
The NASDAQ Stock Market LLC
|
(Title of each class)
|
|
(Name of each exchange on which registered)
|
þ
Large accelerated filer
|
|
¨
Accelerated filer
|
|
¨
Non-accelerated filer
(Do not check if a smaller reporting company)
|
|
¨
Smaller reporting company
|
|
•
|
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.
|
Name
|
|
Age
|
|
Position
|
|
Christopher L. Mapes
|
|
54
|
|
|
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.
|
Vincent K. Petrella
|
|
55
|
|
|
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.
|
Frederick G. Stueber
|
|
62
|
|
|
Executive Vice President, General Counsel and Secretary since February 19, 2014; Senior Vice President, General Counsel and Secretary from 1996 to February 19, 2014.
|
George D. Blankenship
|
|
53
|
|
|
Executive Vice President, President, Americas Welding since February 18, 2016; Executive Vice President, President, Lincoln Electric North America from February 19, 2014 to February 18, 2016; 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.
|
Gabriel Bruno
|
|
48
|
|
|
Executive Vice President, Chief Human Resources Officer & Interim Chief Information Officer since February 18, 2016; Executive Vice President, Chief Information Officer & Interim Chief Human Resources Officer from March 7, 2015 to February 18, 2016; 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.
|
Geoffrey P. Allman
|
|
45
|
|
|
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.
|
Thomas A. Flohn
|
|
55
|
|
|
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.
|
Mathias Hallmann
|
|
53
|
|
|
Senior Vice President, President, International Welding since February 9, 2016; Senior Vice President, President, LE Europe from February 19, 2014 to February 9, 2016; 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.
|
Steven B. Hedlund
|
|
49
|
|
|
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.
|
David J. Nangle
|
|
59
|
|
|
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.
|
North America Welding:
|
|
|
United States
|
|
Cleveland and Fort Loramie, Ohio; San Diego and Anaheim, California; Reno, Nevada; Ladson, South Carolina; Chattanooga, Tennessee; Detroit, Michigan; Fort Collins, Colorado.
|
Canada
|
|
Toronto; Mississauga; Hamilton.
|
Mexico
|
|
Mexico City; Torreon.
|
Europe Welding:
|
|
|
France
|
|
Grand-Quevilly.
|
Germany
|
|
Essen.
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Italy
|
|
Corsalone.
|
Netherlands
|
|
Nijmegen.
|
Poland
|
|
Bielawa; Dzierzoniow.
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Portugal
|
|
Lisbon.
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Russia
|
|
Mtsensk.
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Turkey
|
|
Istanbul.
|
United Kingdom
|
|
Sheffield and Chertsey, England.
|
Asia Pacific Welding:
|
|
|
China
|
|
Shanghai; Jinzhou; Nanjing; Zhengzhou; Luan County.
|
India
|
|
Chennai.
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Indonesia
|
|
Cikarang.
|
South America Welding:
|
|
|
Brazil
|
|
Guarulhos.
|
Colombia
|
|
Bogota.
|
Venezuela
|
|
Maracay.
|
The Harris Products Group:
|
|
|
United States
|
|
Mason, Ohio; Gainesville, Georgia; Santa Fe Springs, California.
|
Brazil
|
|
Sao Paulo.
|
Mexico
|
|
Tijuana.
|
Poland
|
|
Dzierzoniow.
|
|
|
2015
|
|
2014
|
||||||||||||||||||||
|
|
Stock Price
|
|
Dividends
Declared
|
|
Stock Price
|
|
Dividends
Declared
|
||||||||||||||||
|
|
High
|
|
Low
|
|
|
High
|
|
Low
|
|
||||||||||||||
First quarter
|
|
$
|
72.50
|
|
|
$
|
63.90
|
|
|
$
|
0.29
|
|
|
$
|
76.26
|
|
|
$
|
66.68
|
|
|
$
|
0.23
|
|
Second quarter
|
|
71.15
|
|
|
60.85
|
|
|
0.29
|
|
|
72.88
|
|
|
63.23
|
|
|
0.23
|
|
||||||
Third quarter
|
|
62.94
|
|
|
51.74
|
|
|
0.29
|
|
|
73.75
|
|
|
65.44
|
|
|
0.23
|
|
||||||
Fourth quarter
|
|
62.95
|
|
|
49.71
|
|
|
0.32
|
|
|
75.49
|
|
|
61.12
|
|
|
0.29
|
|
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, 2015
|
|
821,060
|
|
(1)
|
$
|
55.30
|
|
|
820,904
|
|
|
5,769,776
|
|
November 1-30, 2015
|
|
414,672
|
|
|
57.00
|
|
|
414,672
|
|
|
5,355,104
|
|
|
December 1-31, 2015
|
|
608,088
|
|
(1)
|
53.70
|
|
|
607,183
|
|
|
4,747,921
|
|
|
Total
|
|
1,843,820
|
|
|
55.15
|
|
|
1,842,759
|
|
|
|
(1)
|
The above share repurchases include the surrender of
156
and
905
shares in October and December, respectively, of the Company's common shares in connection with the vesting of restricted awards.
|
(2)
|
In 2013, the Company's Board of Directors authorized a new share repurchase program, which increased the total number of the Company’s common shares authorized to be repurchased to
45 million
shares. Total shares purchased through the share repurchase program were
40,252,079
shares at a cost of
$1.3 billion
for a weighted average cost of
$32.24
per share through
December 31, 2015
.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2015
(1)
|
|
2014
(2)
|
|
2013
(3)
|
|
2012
(4)
|
|
2011
(5)
|
||||||||||
Net sales
|
|
$
|
2,535,791
|
|
|
$
|
2,813,324
|
|
|
$
|
2,852,671
|
|
|
$
|
2,853,367
|
|
|
$
|
2,694,609
|
|
Net income
|
|
127,478
|
|
|
254,686
|
|
|
293,780
|
|
|
257,411
|
|
|
217,186
|
|
|||||
Basic earnings per share
|
|
1.72
|
|
|
3.22
|
|
|
3.58
|
|
|
3.10
|
|
|
2.60
|
|
|||||
Diluted earnings per share
|
|
1.70
|
|
|
3.18
|
|
|
3.54
|
|
|
3.06
|
|
|
2.56
|
|
|||||
Cash dividends declared per share
|
|
1.190
|
|
|
0.980
|
|
|
0.830
|
|
|
0.710
|
|
|
0.635
|
|
|||||
Total assets
|
|
1,784,171
|
|
|
1,939,215
|
|
|
2,151,867
|
|
|
2,089,863
|
|
|
1,976,776
|
|
|||||
Long-term debt
|
|
350,347
|
|
|
2,488
|
|
|
3,791
|
|
|
1,599
|
|
|
1,960
|
|
(1)
|
Results for 2015 include
$13,719
(
$11,943
after-tax) of rationalization charges and non-cash net impairment charges of
$6,239
(
$6,239
after-tax). Results also include pension settlement charges of
$142,738
(
$87,310
after-tax) and charges of
$27,214
(
$27,214
after-tax) related to Venezuelan remeasurement losses. Long-term debt in 2015 includes the issuance of Senior Unsecured Notes in the aggregate principal amount of
$350,000
through a private placement.
|
(2)
|
Results for 2014 include
$32,742
($32,706 after-tax) of 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.
|
(3)
|
Results for 2013 include $3,658 ($2,965 after-tax) of 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 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.
|
(4)
|
Results for 2012 include $7,512 ($6,153 after-tax) of 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.
|
(5)
|
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.
|
•
|
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,
|
|||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
|
Amount
|
|
% of Sales
|
|
Amount
|
|
% of Sales
|
|
Amount
|
|
% of Sales
|
|||||||||
Net sales
|
|
$
|
2,535,791
|
|
|
100.0
|
%
|
|
$
|
2,813,324
|
|
|
100.0
|
%
|
|
$
|
2,852,671
|
|
|
100.0
|
%
|
Cost of goods sold
|
|
1,694,647
|
|
|
66.8
|
%
|
|
1,864,027
|
|
|
66.3
|
%
|
|
1,910,017
|
|
|
67.0
|
%
|
|||
Gross profit
|
|
841,144
|
|
|
33.2
|
%
|
|
949,297
|
|
|
33.7
|
%
|
|
942,654
|
|
|
33.0
|
%
|
|||
Selling, general & administrative
expenses
|
|
496,748
|
|
|
19.6
|
%
|
|
545,497
|
|
|
19.4
|
%
|
|
527,206
|
|
|
18.5
|
%
|
|||
Rationalization and asset impairment
charges
|
|
19,958
|
|
|
0.8
|
%
|
|
30,053
|
|
|
1.1
|
%
|
|
8,463
|
|
|
0.3
|
%
|
|||
Pension settlement charges
|
|
142,738
|
|
|
5.6
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Operating income
|
|
181,700
|
|
|
7.2
|
%
|
|
373,747
|
|
|
13.3
|
%
|
|
406,985
|
|
|
14.3
|
%
|
|||
Interest income
|
|
2,714
|
|
|
0.1
|
%
|
|
3,093
|
|
|
0.1
|
%
|
|
3,320
|
|
|
0.1
|
%
|
|||
Equity earnings in affiliates
|
|
3,015
|
|
|
0.1
|
%
|
|
5,412
|
|
|
0.2
|
%
|
|
4,806
|
|
|
0.2
|
%
|
|||
Other income
|
|
4,182
|
|
|
0.2
|
%
|
|
3,995
|
|
|
0.1
|
%
|
|
4,194
|
|
|
0.1
|
%
|
|||
Interest expense
|
|
(21,824
|
)
|
|
(0.9
|
%)
|
|
(10,434
|
)
|
|
(0.4
|
%)
|
|
(2,864
|
)
|
|
(0.1
|
%)
|
|||
Income before income taxes
|
|
169,787
|
|
|
6.7
|
%
|
|
375,813
|
|
|
13.4
|
%
|
|
416,441
|
|
|
14.6
|
%
|
|||
Income taxes
|
|
42,375
|
|
|
1.7
|
%
|
|
121,933
|
|
|
4.3
|
%
|
|
124,754
|
|
|
4.4
|
%
|
|||
Net income including non-controlling
interests
|
|
127,412
|
|
|
5.0
|
%
|
|
253,880
|
|
|
9.0
|
%
|
|
291,687
|
|
|
10.2
|
%
|
|||
Non-controlling interests in
subsidiaries' loss
|
|
(66
|
)
|
|
—
|
|
|
(806
|
)
|
|
—
|
|
|
(2,093
|
)
|
|
(0.1
|
%)
|
|||
Net income
|
|
$
|
127,478
|
|
|
5.0
|
%
|
|
$
|
254,686
|
|
|
9.1
|
%
|
|
$
|
293,780
|
|
|
10.3
|
%
|
|
|
|
|
Change in Net Sales due to:
|
|
|
||||||||||||||||||
|
|
Net Sales
2014
|
|
Volume
|
|
Acquisitions
|
|
Price
|
|
Foreign Exchange
|
|
Net Sales
2015
|
||||||||||||
Operating Segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
North America Welding
|
|
$
|
1,700,924
|
|
|
$
|
(129,921
|
)
|
|
$
|
57,333
|
|
|
$
|
14,944
|
|
|
$
|
(32,923
|
)
|
|
$
|
1,610,357
|
|
Europe Welding
|
|
425,775
|
|
|
(18,179
|
)
|
|
—
|
|
|
(2,285
|
)
|
|
(68,487
|
)
|
|
336,824
|
|
||||||
Asia Pacific Welding
|
|
243,800
|
|
|
(49,501
|
)
|
|
5,295
|
|
|
(2,511
|
)
|
|
(10,468
|
)
|
|
186,615
|
|
||||||
South America Welding
|
|
148,595
|
|
|
(24,240
|
)
|
|
—
|
|
|
116,765
|
|
|
(103,106
|
)
|
|
138,014
|
|
||||||
The Harris Products Group
|
|
294,230
|
|
|
(2,168
|
)
|
|
—
|
|
|
(15,746
|
)
|
|
(12,335
|
)
|
|
263,981
|
|
||||||
Consolidated
|
|
$
|
2,813,324
|
|
|
$
|
(224,009
|
)
|
|
$
|
62,628
|
|
|
$
|
111,167
|
|
|
$
|
(227,319
|
)
|
|
$
|
2,535,791
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated (excluding Venezuela)
|
|
$
|
2,741,531
|
|
|
$
|
(211,098
|
)
|
|
$
|
62,628
|
|
|
$
|
(2,598
|
)
|
|
$
|
(139,334
|
)
|
|
$
|
2,451,129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
% Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
North America Welding
|
|
|
|
|
(7.6
|
%)
|
|
3.4
|
%
|
|
0.9
|
%
|
|
(1.9
|
%)
|
|
(5.3
|
%)
|
||||||
Europe Welding
|
|
|
|
|
(4.3
|
%)
|
|
—
|
|
|
(0.5
|
%)
|
|
(16.1
|
%)
|
|
(20.9
|
%)
|
||||||
Asia Pacific Welding
|
|
|
|
|
(20.3
|
%)
|
|
2.2
|
%
|
|
(1.0
|
%)
|
|
(4.3
|
%)
|
|
(23.5
|
%)
|
||||||
South America Welding
|
|
|
|
|
(16.3
|
%)
|
|
—
|
|
|
78.6
|
%
|
|
(69.4
|
%)
|
|
(7.1
|
%)
|
||||||
The Harris Products Group
|
|
|
|
|
(0.7
|
%)
|
|
—
|
|
|
(5.4
|
%)
|
|
(4.2
|
%)
|
|
(10.3
|
%)
|
||||||
Consolidated
|
|
|
|
|
(8.0
|
%)
|
|
2.2
|
%
|
|
4.0
|
%
|
|
(8.1
|
%)
|
|
(9.9
|
%)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated (excluding Venezuela)
|
|
|
|
(7.7
|
%)
|
|
2.3
|
%
|
|
(0.1
|
%)
|
|
(5.1
|
%)
|
|
(10.6
|
%)
|
|
|
Twelve Months Ended
|
|
|
|
|
||||||||
|
|
December 31,
|
|
|
|
|
||||||||
|
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
||||||
North America Welding:
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
1,610,357
|
|
|
$
|
1,700,924
|
|
|
(90,567
|
)
|
|
(5.3
|
%)
|
Inter-segment sales
|
|
100,770
|
|
|
124,732
|
|
|
(23,962
|
)
|
|
(19.2
|
%)
|
||
Total Sales
|
|
$
|
1,711,127
|
|
|
$
|
1,825,656
|
|
|
(114,529
|
)
|
|
(6.3
|
%)
|
|
|
|
|
|
|
|
|
|
||||||
EBIT, as adjusted
|
|
$
|
306,746
|
|
|
$
|
335,465
|
|
|
(28,719
|
)
|
|
(8.6
|
%)
|
As a percent of total sales
|
|
17.9
|
%
|
|
18.4
|
%
|
|
|
|
(0.5
|
%)
|
|||
|
|
|
|
|
|
|
|
|
||||||
Europe Welding:
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
336,824
|
|
|
$
|
425,775
|
|
|
(88,951
|
)
|
|
(20.9
|
%)
|
Inter-segment sales
|
|
15,922
|
|
|
19,586
|
|
|
(3,664
|
)
|
|
(18.7
|
%)
|
||
Total Sales
|
|
$
|
352,746
|
|
|
$
|
445,361
|
|
|
(92,615
|
)
|
|
(20.8
|
%)
|
|
|
|
|
|
|
|
|
|
||||||
EBIT, as adjusted
|
|
$
|
31,317
|
|
|
$
|
48,822
|
|
|
(17,505
|
)
|
|
(35.9
|
%)
|
As a percent of total sales
|
|
8.9
|
%
|
|
11.0
|
%
|
|
|
|
(2.1
|
%)
|
|||
|
|
|
|
|
|
|
|
|
||||||
Asia Pacific Welding:
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
186,615
|
|
|
$
|
243,800
|
|
|
(57,185
|
)
|
|
(23.5
|
%)
|
Inter-segment sales
|
|
10,510
|
|
|
14,820
|
|
|
(4,310
|
)
|
|
(29.1
|
%)
|
||
Total Sales
|
|
$
|
197,125
|
|
|
$
|
258,620
|
|
|
(61,495
|
)
|
|
(23.8
|
%)
|
|
|
|
|
|
|
|
|
|
||||||
EBIT, as adjusted
|
|
$
|
7,392
|
|
|
$
|
1,321
|
|
|
6,071
|
|
|
459.6
|
%
|
As a percent of total sales
|
|
3.7
|
%
|
|
0.5
|
%
|
|
|
|
3.2
|
%
|
|||
|
|
|
|
|
|
|
|
|
||||||
South America Welding:
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
138,014
|
|
|
$
|
148,595
|
|
|
(10,581
|
)
|
|
(7.1
|
%)
|
Inter-segment sales
|
|
174
|
|
|
144
|
|
|
30
|
|
|
20.8
|
%
|
||
Total Sales
|
|
$
|
138,188
|
|
|
$
|
148,739
|
|
|
(10,551
|
)
|
|
(7.1
|
%)
|
|
|
|
|
|
|
|
|
|
||||||
EBIT, as adjusted
|
|
$
|
5,569
|
|
|
$
|
15,953
|
|
|
(10,384
|
)
|
|
(65.1
|
%)
|
As a percent of total sales
|
|
4.0
|
%
|
|
10.7
|
%
|
|
|
|
(6.7
|
%)
|
|||
|
|
|
|
|
|
|
|
|
||||||
The Harris Products Group:
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
263,981
|
|
|
$
|
294,230
|
|
|
(30,249
|
)
|
|
(10.3
|
%)
|
Inter-segment sales
|
|
9,312
|
|
|
8,210
|
|
|
1,102
|
|
|
13.4
|
%
|
||
Total Sales
|
|
$
|
273,293
|
|
|
$
|
302,440
|
|
|
(29,147
|
)
|
|
(9.6
|
%)
|
|
|
|
|
|
|
|
|
|
||||||
EBIT, as adjusted
|
|
$
|
27,882
|
|
|
$
|
28,563
|
|
|
(681
|
)
|
|
(2.4
|
%)
|
As a percent of total sales
|
|
10.2
|
%
|
|
9.4
|
%
|
|
|
|
0.8
|
%
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated (excluding Venezuela)
|
|
$
|
2,743,532
|
|
|
$
|
(3,840
|
)
|
|
$
|
42,184
|
|
|
$
|
(3,997
|
)
|
|
$
|
(36,348
|
)
|
|
$
|
2,741,531
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
% 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
|
%)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated (excluding Venezuela)
|
|
|
|
(0.1
|
%)
|
|
1.5
|
%
|
|
(0.1
|
%)
|
|
(1.3
|
%)
|
|
(0.1
|
%)
|
|
|
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
|
%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Operating income as reported
|
|
$
|
181,700
|
|
|
$
|
373,747
|
|
|
$
|
406,985
|
|
Special items (pre-tax):
|
|
|
|
|
|
|
||||||
Rationalization and asset impairment charges
|
|
19,958
|
|
|
30,053
|
|
|
8,463
|
|
|||
Venezuela remeasurement losses
|
|
27,214
|
|
|
21,133
|
|
|
12,198
|
|
|||
Pension settlement charges
|
|
142,738
|
|
|
—
|
|
|
—
|
|
|||
Loss on the sale of land
|
|
—
|
|
|
—
|
|
|
705
|
|
|||
Adjusted operating income
|
|
$
|
371,610
|
|
|
$
|
424,933
|
|
|
$
|
427,646
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income as reported
|
|
$
|
127,478
|
|
|
$
|
254,686
|
|
|
$
|
293,780
|
|
Special items (after-tax):
|
|
|
|
|
|
|
||||||
Rationalization and asset impairment charges
|
|
18,182
|
|
|
30,914
|
|
|
7,573
|
|
|||
Venezuela remeasurement losses
|
|
27,214
|
|
|
21,133
|
|
|
12,198
|
|
|||
Pension settlement charges
|
|
87,310
|
|
|
—
|
|
|
—
|
|
|||
Loss on the sale of land
|
|
—
|
|
|
—
|
|
|
705
|
|
|||
Special items attributable to non-controlling interests
|
|
—
|
|
|
(805
|
)
|
|
(1,068
|
)
|
|||
Adjusted net income
|
|
$
|
260,184
|
|
|
$
|
305,928
|
|
|
$
|
313,188
|
|
Diluted earnings per share as reported
|
|
$
|
1.70
|
|
|
$
|
3.18
|
|
|
$
|
3.54
|
|
Special items per share
|
|
1.78
|
|
|
0.64
|
|
|
0.23
|
|
|||
Adjusted diluted earnings per share
|
|
$
|
3.48
|
|
|
$
|
3.82
|
|
|
$
|
3.77
|
|
|
|
Year Ended December 31,
|
|
$ Change
|
||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||
Cash provided by operating activities
|
|
$
|
310,858
|
|
|
$
|
401,702
|
|
|
$
|
338,894
|
|
|
$
|
(90,844
|
)
|
|
$
|
62,808
|
|
Cash used by investing activities:
|
|
(85,352
|
)
|
|
(78,985
|
)
|
|
(129,500
|
)
|
|
(6,367
|
)
|
|
50,515
|
|
|||||
Capital expenditures
|
|
(50,507
|
)
|
|
(72,990
|
)
|
|
(76,015
|
)
|
|
22,483
|
|
|
3,025
|
|
|||||
Acquisition of businesses, net of cash acquired
|
|
(37,076
|
)
|
|
(24,230
|
)
|
|
(53,161
|
)
|
|
(12,846
|
)
|
|
28,931
|
|
|||||
Cash used by financing activities:
|
|
(169,908
|
)
|
|
(314,355
|
)
|
|
(194,184
|
)
|
|
144,447
|
|
|
(120,171
|
)
|
|||||
Proceeds from (payments on) short-term borrowings, net
|
|
(34,229
|
)
|
|
47,876
|
|
|
(1,451
|
)
|
|
(82,105
|
)
|
|
49,327
|
|
|||||
Proceeds from (payments on) long-term borrowings, net
|
|
350,835
|
|
|
5,455
|
|
|
(389
|
)
|
|
345,380
|
|
|
5,844
|
|
|||||
Proceeds from exercise of stock options
|
|
5,996
|
|
|
9,116
|
|
|
20,297
|
|
|
(3,120
|
)
|
|
(11,181
|
)
|
|||||
Excess tax benefit from stock-based compensation
|
|
1,974
|
|
|
5,967
|
|
|
10,602
|
|
|
(3,993
|
)
|
|
(4,635
|
)
|
|||||
Purchase of shares for treasury
|
|
(399,494
|
)
|
|
(307,178
|
)
|
|
(167,879
|
)
|
|
(92,316
|
)
|
|
(139,299
|
)
|
|||||
Cash dividends paid to shareholders
|
|
(86,968
|
)
|
|
(73,261
|
)
|
|
(49,277
|
)
|
|
(13,707
|
)
|
|
(23,984
|
)
|
|||||
Increase (decrease) in Cash and cash equivalents
|
|
25,804
|
|
|
(21,446
|
)
|
|
13,361
|
|
|
|
|
|
|
|
Return on Invested Capital
|
|
2015
|
|
2014
|
|
2013
|
||||||
Adjusted net income
(1)
|
|
$
|
260,184
|
|
|
$
|
305,928
|
|
|
$
|
313,188
|
|
Plus: Interest expense (after-tax)
|
|
13,469
|
|
|
6,439
|
|
|
1,767
|
|
|||
Less: Interest income (after-tax)
|
|
1,675
|
|
|
1,909
|
|
|
2,049
|
|
|||
Net operating profit after taxes
|
|
271,978
|
|
|
310,458
|
|
|
312,906
|
|
|||
Invested capital
|
|
1,287,073
|
|
|
1,356,435
|
|
|
1,549,775
|
|
|||
Return on invested capital
|
|
21.1
|
%
|
|
22.9
|
%
|
|
20.2
|
%
|
(1)
|
See “Non-GAAP Financial Measures” section for a tabular reconciliation of Net income to Adjusted net income.
|
|
|
Payments Due By Period
|
||||||||||||||||||
|
|
Total
|
|
2016
|
|
2017 to
2018 |
|
2019 to
2020 |
|
2021 and
Beyond |
||||||||||
Long-term debt, including current portion
|
|
$
|
352,545
|
|
|
$
|
1,400
|
|
|
$
|
630
|
|
|
$
|
200
|
|
|
$
|
350,315
|
|
Interest on long-term debt
|
|
235,968
|
|
|
12,649
|
|
|
24,733
|
|
|
24,679
|
|
|
173,907
|
|
|||||
Capital lease obligations
|
|
111
|
|
|
62
|
|
|
44
|
|
|
5
|
|
|
—
|
|
|||||
Short-term debt
|
|
2,822
|
|
|
2,822
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest on short-term debt
|
|
341
|
|
|
341
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
|
|
41,683
|
|
|
12,160
|
|
|
15,357
|
|
|
8,582
|
|
|
5,584
|
|
|||||
Purchase commitments
(1)
|
|
125,332
|
|
|
124,228
|
|
|
909
|
|
|
195
|
|
|
—
|
|
|||||
Total
|
|
$
|
758,802
|
|
|
$
|
153,662
|
|
|
$
|
41,673
|
|
|
$
|
33,661
|
|
|
$
|
529,806
|
|
(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
|
|
Note Purchase Agreement, dated as of April 1, 2015, by and among Lincoln Electric Holdings, Inc., The Lincoln Electric Company, Lincoln Electric International Holding Company, J.W. Harris Co., Inc., Lincoln Global, Inc., Techalloy, Inc., Wayne Trail Technologies, Inc. and the purchasers party thereto (filed as Exhibit 10.1 to Form 8-K of Lincoln Electric Holdings, Inc. filed on April 2, 2015, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.3*
|
|
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).
|
10.4*
|
|
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).
|
10.5*
|
|
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).
|
10.6*
|
|
2005 Deferred Compensation Plan for Executives (Amended and Restated as of January 1, 2016) (filed herewith).
|
Exhibit No.
|
|
Description
|
10.7*
|
|
Form of Severance Agreement (as entered into by the Company and its executive officers) (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).
|
10.8*
|
|
2006 Equity and Performance Incentive Plan (Restated as of March 3, 2011) (filed as Annex A to the Lincoln Electric Holdings, Inc. proxy statement filed on March 18, 2011, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.9*
|
|
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).
|
10.10*
|
|
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).
|
10.11*
|
|
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).
|
10.12*
|
|
Amendment No. 3 to the 2006 Stock Plan for Non-Employee Directors dated December 15, 2014 (filed as Exhibit 10.20 to Form 10-K of Lincoln Electric Holdings, Inc. for the year ended December 31, 2014, SEC file No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.13*
|
|
2015 Equity and Incentive Compensation Plan (filed as Appendix B to the Lincoln Electric Holdings, Inc. definitive proxy statement filed on March 18, 2015, SEC File No. 0-1402, and incorporated herein by reference and made a part hereof).
|
10.14*
|
|
2015 Stock Plan for Non-Employee Directors (filed as Appendix C to the Lincoln Electric Holdings, Inc. definitive proxy statement filed on March 18, 2015, SEC File No. 0-1402, and incorporated herein by reference and made a part hereof).
|
10.15*
|
|
Form of Stock Option Agreement for Executive Officers (for awards made before December 2010) (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).
|
10.16*
|
|
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).
|
10.17*
|
|
Form of Restricted Stock Unit Agreement for Executive Officers (for awards made prior to December 2013) (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).
|
10.18*
|
|
Form of Amendment to Restricted Stock Unit Agreement for Executive Officers (for awards made 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).
|
10.19*
|
|
Form of Restricted Stock Unit Agreement for Executive Officers (for awards made on or after December 2013 - October 2015) (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).
|
10.20*
|
|
Form of Restricted Share Agreement for Non-Employee Directors (filed as Exhibit 10.1 to Form 8-K of Lincoln Electric Holdings, Inc. filed on July 29, 2015, SEC File No. 0-1402 and incorporated herein by reference and made a part hereof).
|
10.21*
|
|
Form of Restricted Stock Unit Agreement for Executive Officers (for awards made on or after October 2015) (filed herewith)
|
10.22*
|
|
Form of Performance Share Award Agreement for Executive Officers (filed herewith)
|
10.23*
|
|
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).
|
10.24*
|
|
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).
|
21
|
|
Subsidiaries of the Registrant.
|
23
|
|
Consent of Independent Registered Public Accounting Firm.
|
24
|
|
Powers of Attorney.
|
Exhibit No.
|
|
Description
|
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/ GEOFFREY P. ALLMAN
|
|
|
Geoffrey P. Allman
Senior Vice President, Corporate Controller
(principal accounting officer)
February 24, 2016
|
/s/ CHRISTOPHER L. MAPES
|
|
/s/ VINCENT K. PETRELLA
|
Christopher L. Mapes,
Chairman, President and Chief Executive Officer
(principal executive officer)
February 24, 2016
|
|
Vincent K. Petrella,
Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer) February 24, 2016 |
|
|
|
/s/ GEOFFREY P. ALLMAN
|
|
/s/ GEOFFREY P. ALLMAN
|
Geoffrey P. Allman,
Senior Vice President, Corporate Controller (principal accounting officer) February 24, 2016 |
|
Geoffrey P. Allman as
Attorney-in-Fact for Curtis E. Espeland, Director February 24, 2016 |
|
|
|
/s/ GEOFFREY P. ALLMAN
|
|
/s/ GEOFFREY P. ALLMAN
|
Geoffrey P. Allman as
Attorney-in-Fact for David H. Gunning, Director February 24, 2016 |
|
Geoffrey P. Allman as
Attorney-in-Fact for Stephen G. Hanks, Director February 24, 2016 |
|
|
|
/s/ GEOFFREY P. ALLMAN
|
|
/s/ GEOFFREY P. ALLMAN
|
Geoffrey P. Allman as
Attorney-in-Fact for Michael F. Hilton, Director February 24, 2016 |
|
Geoffrey P. Allman as
Attorney-in-Fact for G. Russell Lincoln, Director February 24, 2016 |
|
|
|
/s/ GEOFFREY P. ALLMAN
|
|
/s/ GEOFFREY P. ALLMAN
|
Geoffrey P. Allman as
Attorney-in-Fact for Kathryn Jo Lincoln, Director February 24, 2016 |
|
Geoffrey P. Allman as
Attorney-in-Fact for William E. MacDonald, III, Director February 24, 2016 |
|
|
|
/s/ GEOFFREY P. ALLMAN
|
|
/s/ GEOFFREY P. ALLMAN
|
Geoffrey P. Allman as
Attorney-in-Fact for Phillip J. Mason, Director February 24, 2016 |
|
Geoffrey P. Allman as
Attorney-in-Fact for Hellene S. Runtagh, Director February 24, 2016 |
|
|
|
/s/ GEOFFREY P. ALLMAN
|
|
|
Geoffrey P. Allman as
Attorney-in-Fact for George H. Walls, Jr., Director February 24, 2016 |
|
|
|
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
|
||||
Current Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
304,183
|
|
|
$
|
278,379
|
|
Accounts receivable (less allowance for doubtful accounts of $7,299 in
2015; $7,858 in 2014)
|
|
264,715
|
|
|
337,664
|
|
||
Inventories
|
|
|
|
|
||||
Raw materials
|
|
87,919
|
|
|
112,408
|
|
||
Work-in-process
|
|
39,555
|
|
|
41,156
|
|
||
Finished goods
|
|
148,456
|
|
|
187,493
|
|
||
Total inventory
|
|
275,930
|
|
|
341,057
|
|
||
Deferred income taxes
|
|
—
|
|
|
9,164
|
|
||
Other current assets
|
|
91,167
|
|
|
129,938
|
|
||
Total Current Assets
|
|
935,995
|
|
|
1,096,202
|
|
||
Property, Plant and Equipment
|
|
|
|
|
||||
Land
|
|
45,775
|
|
|
46,553
|
|
||
Buildings
|
|
362,325
|
|
|
371,400
|
|
||
Machinery and equipment
|
|
696,849
|
|
|
711,737
|
|
||
Property, plant and equipment
|
|
1,104,949
|
|
|
1,129,690
|
|
||
Less accumulated depreciation
|
|
693,626
|
|
|
690,944
|
|
||
Property, Plant and Equipment, Net
|
|
411,323
|
|
|
438,746
|
|
||
Other Assets
|
|
|
|
|
||||
Prepaid pensions
|
|
38,201
|
|
|
1,240
|
|
||
Equity investments in affiliates
|
|
27,241
|
|
|
27,481
|
|
||
Intangibles, net
|
|
120,719
|
|
|
132,689
|
|
||
Goodwill
|
|
187,504
|
|
|
180,127
|
|
||
Long-term investments
|
|
32,093
|
|
|
31,119
|
|
||
Deferred income taxes
|
|
8,683
|
|
|
2,940
|
|
||
Other non-current assets
|
|
22,412
|
|
|
28,671
|
|
||
Total Other Assets
|
|
436,853
|
|
|
404,267
|
|
||
TOTAL ASSETS
|
|
$
|
1,784,171
|
|
|
$
|
1,939,215
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
||||
Current Liabilities
|
|
|
|
|
||||
Amounts due banks
|
|
$
|
2,822
|
|
|
$
|
61,155
|
|
Trade accounts payable
|
|
152,620
|
|
|
209,745
|
|
||
Accrued employee compensation and benefits
|
|
65,571
|
|
|
66,653
|
|
||
Accrued expenses
|
|
33,522
|
|
|
30,126
|
|
||
Accrued taxes, including income taxes
|
|
16,599
|
|
|
18,947
|
|
||
Accrued pensions
|
|
5,026
|
|
|
2,971
|
|
||
Dividends payable
|
|
22,622
|
|
|
22,329
|
|
||
Accrued bonuses
|
|
29,011
|
|
|
29,973
|
|
||
Customer advances
|
|
16,112
|
|
|
26,517
|
|
||
Other current liabilities
|
|
24,761
|
|
|
16,968
|
|
||
Current portion of long-term debt
|
|
1,456
|
|
|
7,011
|
|
||
Total Current Liabilities
|
|
370,122
|
|
|
492,395
|
|
||
Long-Term Liabilities
|
|
|
|
|
||||
Long-term debt, less current portion
|
|
350,347
|
|
|
2,488
|
|
||
Accrued pensions
|
|
15,243
|
|
|
32,803
|
|
||
Deferred income taxes
|
|
46,662
|
|
|
40,761
|
|
||
Accrued taxes
|
|
19,674
|
|
|
25,571
|
|
||
Other long-term liabilities
|
|
49,675
|
|
|
59,416
|
|
||
Total Long-Term Liabilities
|
|
481,601
|
|
|
161,039
|
|
||
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 2015 and 2014;
outstanding – 70,693,389 shares in 2015 and 76,997,161 shares in 2014
|
|
9,858
|
|
|
9,858
|
|
||
Additional paid-in capital
|
|
272,908
|
|
|
258,816
|
|
||
Retained earnings
|
|
2,125,838
|
|
|
2,086,174
|
|
||
Accumulated other comprehensive loss
|
|
(296,267
|
)
|
|
(288,622
|
)
|
||
Treasury shares, at cost – 27,888,045 shares in 2015 and 21,584,273 shares in 2014
|
|
(1,180,750
|
)
|
|
(783,677
|
)
|
||
Total Shareholders' Equity
|
|
931,587
|
|
|
1,282,549
|
|
||
Non-controlling interests
|
|
861
|
|
|
3,232
|
|
||
Total Equity
|
|
932,448
|
|
|
1,285,781
|
|
||
TOTAL LIABILITIES AND EQUITY
|
|
$
|
1,784,171
|
|
|
$
|
1,939,215
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
|
$
|
2,535,791
|
|
|
$
|
2,813,324
|
|
|
$
|
2,852,671
|
|
Cost of goods sold
|
|
1,694,647
|
|
|
1,864,027
|
|
|
1,910,017
|
|
|||
Gross profit
|
|
841,144
|
|
|
949,297
|
|
|
942,654
|
|
|||
Selling, general & administrative expenses
|
|
496,748
|
|
|
545,497
|
|
|
527,206
|
|
|||
Rationalization and asset impairment charges
|
|
19,958
|
|
|
30,053
|
|
|
8,463
|
|
|||
Pension settlement charges
|
|
142,738
|
|
|
—
|
|
|
—
|
|
|||
Operating income
|
|
181,700
|
|
|
373,747
|
|
|
406,985
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Interest income
|
|
2,714
|
|
|
3,093
|
|
|
3,320
|
|
|||
Equity earnings in affiliates
|
|
3,015
|
|
|
5,412
|
|
|
4,806
|
|
|||
Other income
|
|
4,182
|
|
|
3,995
|
|
|
4,194
|
|
|||
Interest expense
|
|
(21,824
|
)
|
|
(10,434
|
)
|
|
(2,864
|
)
|
|||
Total other income (expense)
|
|
(11,913
|
)
|
|
2,066
|
|
|
9,456
|
|
|||
Income before income taxes
|
|
169,787
|
|
|
375,813
|
|
|
416,441
|
|
|||
Income taxes
|
|
42,375
|
|
|
121,933
|
|
|
124,754
|
|
|||
Net income including non-controlling interests
|
|
127,412
|
|
|
253,880
|
|
|
291,687
|
|
|||
Non-controlling interests in subsidiaries' loss
|
|
(66
|
)
|
|
(806
|
)
|
|
(2,093
|
)
|
|||
Net income
|
|
$
|
127,478
|
|
|
$
|
254,686
|
|
|
$
|
293,780
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
|
$
|
1.72
|
|
|
$
|
3.22
|
|
|
$
|
3.58
|
|
Diluted earnings per share
|
|
$
|
1.70
|
|
|
$
|
3.18
|
|
|
$
|
3.54
|
|
|
|
|
|
|
|
|
||||||
Cash dividends declared per share
|
|
$
|
1.19
|
|
|
$
|
0.98
|
|
|
$
|
0.83
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net income including non-controlling interests
|
|
$
|
127,412
|
|
|
$
|
253,880
|
|
|
$
|
291,687
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on derivatives designated and qualifying as cash flow hedges, net of tax of $336 in 2015; $(121) in 2014; $(141) in 2013
|
|
557
|
|
|
(378
|
)
|
|
289
|
|
|||
Defined pension plan activity, net of tax of $61,538 in 2015; $(20,951) in 2014; $60,556 in 2013
|
|
98,117
|
|
|
(37,200
|
)
|
|
101,151
|
|
|||
Currency translation adjustment
|
|
(106,935
|
)
|
|
(98,365
|
)
|
|
(19,955
|
)
|
|||
Transactions with non-controlling interests
|
|
(7
|
)
|
|
(4
|
)
|
|
155
|
|
|||
Other comprehensive income (loss)
|
|
(8,268
|
)
|
|
(135,947
|
)
|
|
81,640
|
|
|||
Comprehensive income
|
|
119,144
|
|
|
117,933
|
|
|
373,327
|
|
|||
Comprehensive loss attributable to non-controlling interests
|
|
(689
|
)
|
|
(72
|
)
|
|
(3,912
|
)
|
|||
Comprehensive income attributable to shareholders
|
|
$
|
119,833
|
|
|
$
|
118,005
|
|
|
$
|
377,239
|
|
|
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, 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
|
|
|||||||
Net income
|
|
|
|
|
|
|
127,478
|
|
|
|
|
|
|
(66
|
)
|
|
127,412
|
|
||||||||||||
Unrecognized amounts from defined benefit pension plans, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
98,117
|
|
|
|
|
|
|
|
|
98,117
|
|
||||||||
Unrealized gain (loss) on derivatives designated and qualifying as cash flow hedges, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
557
|
|
|
|
|
|
|
|
|
557
|
|
||||||||
Currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
(106,312
|
)
|
|
|
|
|
(623
|
)
|
|
(106,935
|
)
|
||||||||
Cash dividends declared – $1.19 per share
|
|
|
|
|
|
|
|
|
|
(87,814
|
)
|
|
|
|
|
|
|
|
|
|
|
(87,814
|
)
|
|||||||
Issuance of shares under benefit plans
|
274
|
|
|
|
|
|
14,092
|
|
|
|
|
|
|
|
|
2,421
|
|
|
|
|
|
16,513
|
|
|||||||
Purchase of shares for treasury
|
(6,578
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(399,494
|
)
|
|
|
|
|
(399,494
|
)
|
|||||||
Transactions with non-controlling interests
|
|
|
|
|
|
|
|
|
(7
|
)
|
|
|
|
(1,682
|
)
|
|
(1,689
|
)
|
||||||||||||
Balance at December 31, 2015
|
70,693
|
|
|
$
|
9,858
|
|
|
$
|
272,908
|
|
|
$
|
2,125,838
|
|
|
$
|
(296,267
|
)
|
|
$
|
(1,180,750
|
)
|
|
$
|
861
|
|
|
$
|
932,448
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
127,478
|
|
|
$
|
254,686
|
|
|
$
|
293,780
|
|
Non-controlling interests in subsidiaries' loss
|
|
(66
|
)
|
|
(806
|
)
|
|
(2,093
|
)
|
|||
Net income including non-controlling interests
|
|
127,412
|
|
|
253,880
|
|
|
291,687
|
|
|||
Adjustments to reconcile Net income including non-controlling interests to Net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Rationalization and asset impairment charges
|
|
6,269
|
|
|
29,574
|
|
|
5,092
|
|
|||
Depreciation and amortization
|
|
64,007
|
|
|
69,607
|
|
|
68,883
|
|
|||
Equity earnings in affiliates, net
|
|
(530
|
)
|
|
(1,848
|
)
|
|
(1,660
|
)
|
|||
Deferred income taxes
|
|
(55,728
|
)
|
|
17,887
|
|
|
17,817
|
|
|||
Stock-based compensation
|
|
7,932
|
|
|
8,416
|
|
|
9,734
|
|
|||
Pension expense and settlement charges
|
|
162,815
|
|
|
12,395
|
|
|
29,774
|
|
|||
Pension contributions and payments
|
|
(53,547
|
)
|
|
(36,072
|
)
|
|
(87,356
|
)
|
|||
Other, net
|
|
958
|
|
|
18,095
|
|
|
1,910
|
|
|||
Changes in operating assets and liabilities, net of effects from acquisitions:
|
|
|
|
|
|
|
||||||
Decrease (increase) in accounts receivable
|
|
56,741
|
|
|
5,876
|
|
|
(5,437
|
)
|
|||
Decrease (increase) in inventories
|
|
56,067
|
|
|
(5,718
|
)
|
|
13,310
|
|
|||
(Increase) decrease in other current assets
|
|
(19,972
|
)
|
|
32,081
|
|
|
2,811
|
|
|||
(Decrease) increase in accounts payable
|
|
(46,911
|
)
|
|
2,135
|
|
|
794
|
|
|||
Decrease in other current liabilities
|
|
(463
|
)
|
|
(3,736
|
)
|
|
(7,785
|
)
|
|||
Net change in other long-term assets and liabilities
|
|
5,808
|
|
|
(870
|
)
|
|
(680
|
)
|
|||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
310,858
|
|
|
401,702
|
|
|
338,894
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
(50,507
|
)
|
|
(72,990
|
)
|
|
(76,015
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
|
(37,076
|
)
|
|
(24,230
|
)
|
|
(53,161
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
|
2,310
|
|
|
17,457
|
|
|
1,393
|
|
|||
Other investing activities
|
|
(79
|
)
|
|
778
|
|
|
(1,717
|
)
|
|||
NET CASH USED BY INVESTING ACTIVITIES
|
|
(85,352
|
)
|
|
(78,985
|
)
|
|
(129,500
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
||||||
Proceeds from short-term borrowings
|
|
12,505
|
|
|
11,124
|
|
|
1,230
|
|
|||
Payments on short-term borrowings
|
|
(9,268
|
)
|
|
(12,226
|
)
|
|
(2,164
|
)
|
|||
Amounts due banks, net
|
|
(37,466
|
)
|
|
48,978
|
|
|
(517
|
)
|
|||
Proceeds from long-term borrowings
|
|
357,780
|
|
|
8,754
|
|
|
61
|
|
|||
Payments on long-term borrowings
|
|
(6,945
|
)
|
|
(3,299
|
)
|
|
(450
|
)
|
|||
Proceeds from exercise of stock options
|
|
5,996
|
|
|
9,116
|
|
|
20,297
|
|
|||
Excess tax benefit from stock-based compensation
|
|
1,974
|
|
|
5,967
|
|
|
10,602
|
|
|||
Purchase of shares for treasury
|
|
(399,494
|
)
|
|
(307,178
|
)
|
|
(167,879
|
)
|
|||
Cash dividends paid to shareholders
|
|
(86,968
|
)
|
|
(73,261
|
)
|
|
(49,277
|
)
|
|||
Other financing activities
|
|
(8,022
|
)
|
|
(2,330
|
)
|
|
(6,087
|
)
|
|||
NET CASH USED BY FINANCING ACTIVITIES
|
|
(169,908
|
)
|
|
(314,355
|
)
|
|
(194,184
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(29,794
|
)
|
|
(29,808
|
)
|
|
(1,849
|
)
|
|||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
25,804
|
|
|
(21,446
|
)
|
|
13,361
|
|
|||
Cash and cash equivalents at beginning of year
|
|
278,379
|
|
|
299,825
|
|
|
286,464
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
|
$
|
304,183
|
|
|
$
|
278,379
|
|
|
$
|
299,825
|
|
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,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
127,478
|
|
|
$
|
254,686
|
|
|
$
|
293,780
|
|
Denominator:
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
74,111
|
|
|
79,185
|
|
|
81,978
|
|
|||
Effect of dilutive securities - Stock options and awards
|
743
|
|
|
911
|
|
|
1,064
|
|
|||
Diluted weighted average shares outstanding
|
74,854
|
|
|
80,096
|
|
|
83,042
|
|
|||
Basic earnings per share
|
$
|
1.72
|
|
|
$
|
3.22
|
|
|
$
|
3.58
|
|
Diluted earnings per share
|
$
|
1.70
|
|
|
$
|
3.18
|
|
|
$
|
3.54
|
|
|
|
North
America
Welding
|
|
Europe
Welding
|
|
Asia
Pacific
Welding
|
|
South
America
Welding
|
|
The Harris
Products
Group
|
|
Consolidated
|
||||||||||||
Balance as of December 31, 2013
|
|
$
|
130,439
|
|
|
$
|
24,430
|
|
|
$
|
5,359
|
|
|
$
|
562
|
|
|
$
|
13,925
|
|
|
$
|
174,715
|
|
Additions and adjustments
|
|
18,014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(381
|
)
|
|
17,633
|
|
|||||||
Foreign currency translation
|
|
(3,859)
|
|
(7,700
|
)
|
|
(97
|
)
|
|
(106
|
)
|
|
(459
|
)
|
|
(12,221
|
)
|
|||||||
Balance as of December 31, 2014
|
|
144,594
|
|
|
16,730
|
|
|
5,262
|
|
|
456
|
|
|
13,085
|
|
|
180,127
|
|
||||||
Additions and adjustments
|
|
19,700
|
|
—
|
|
|
3,846
|
|
|
—
|
|
|
(301
|
)
|
|
23,245
|
|
|||||||
Impairment charges
|
|
(6,315
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,315
|
)
|
||||||
Foreign currency translation
|
|
(5,986)
|
|
(2,384
|
)
|
|
(109
|
)
|
|
(114
|
)
|
|
(960
|
)
|
|
(9,553
|
)
|
|||||||
Balance as of December 31, 2015
|
|
$
|
151,993
|
|
|
$
|
14,346
|
|
|
$
|
8,999
|
|
|
$
|
342
|
|
|
$
|
11,824
|
|
|
$
|
187,504
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Gross
Amount |
|
Accumulated
Amortization |
||||||||
Intangible assets not subject to amortization
|
|
|
|
|
|
|
|
|
||||||||
Trademarks and trade names
|
|
$
|
15,919
|
|
|
|
|
$
|
16,273
|
|
|
|
||||
Intangible assets subject to amortization
|
|
|
|
|
|
|
|
|
||||||||
Trademarks and trade names
|
|
$
|
36,754
|
|
|
$
|
18,243
|
|
|
$
|
34,064
|
|
|
$
|
14,253
|
|
Customer relationships
|
|
77,590
|
|
|
33,932
|
|
|
77,671
|
|
|
26,935
|
|
||||
Patents
|
|
24,208
|
|
|
6,884
|
|
|
24,195
|
|
|
6,509
|
|
||||
Other
|
|
54,586
|
|
|
29,279
|
|
|
54,992
|
|
|
26,809
|
|
||||
Total intangible assets subject to amortization
|
|
$
|
193,138
|
|
|
$
|
88,338
|
|
|
$
|
190,922
|
|
|
$
|
74,506
|
|
|
|
Year Ended December 31, 2015
|
||||
|
|
Purchase Price Allocation
|
|
Weighted
Average Life
|
||
Acquired intangible assets not subject to amortization
|
|
|
|
|
||
Trademarks and trade names
|
|
$
|
615
|
|
|
|
Acquired intangible assets subject to amortization
|
|
|
|
|
||
Trademarks and trade names
|
|
2,155
|
|
|
10
|
|
Customer relationships
|
|
4,479
|
|
|
10
|
|
Patents
|
|
2,377
|
|
|
20
|
|
Other
|
|
2,694
|
|
|
11
|
|
Total acquired intangible assets subject to amortization
|
|
$
|
11,705
|
|
|
|
|
North
America
Welding
|
|
Europe
Welding
|
|
Asia
Pacific
Welding
|
|
South
America
Welding
|
|
The Harris
Products
Group
|
|
Corporate /
Eliminations
|
|
Consolidated
|
||||||||||||||
For the Year Ended
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net sales
|
$
|
1,610,357
|
|
|
$
|
336,824
|
|
|
$
|
186,615
|
|
|
$
|
138,014
|
|
|
$
|
263,981
|
|
|
$
|
—
|
|
|
$
|
2,535,791
|
|
Inter-segment sales
|
100,770
|
|
|
15,922
|
|
|
10,510
|
|
|
174
|
|
|
9,312
|
|
|
(136,688
|
)
|
|
$
|
—
|
|
||||||
Total
|
$
|
1,711,127
|
|
|
$
|
352,746
|
|
|
$
|
197,125
|
|
|
$
|
138,188
|
|
|
$
|
273,293
|
|
|
$
|
(136,688
|
)
|
|
$
|
2,535,791
|
|
EBIT, as adjusted
|
$
|
306,746
|
|
|
$
|
31,317
|
|
|
$
|
7,392
|
|
|
$
|
5,569
|
|
|
$
|
27,882
|
|
|
$
|
(99
|
)
|
|
$
|
378,807
|
|
Special items charge (gain)
|
155,757
|
|
|
1,507
|
|
|
5,432
|
|
|
27,214
|
|
|
—
|
|
|
—
|
|
|
$
|
189,910
|
|
||||||
EBIT
|
$
|
150,989
|
|
|
$
|
29,810
|
|
|
$
|
1,960
|
|
|
$
|
(21,645
|
)
|
|
$
|
27,882
|
|
|
$
|
(99
|
)
|
|
$
|
188,897
|
|
Interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
2,714
|
|
|||||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(21,824
|
)
|
|||||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
169,787
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total assets
|
$
|
1,101,056
|
|
|
$
|
298,825
|
|
|
$
|
239,382
|
|
|
$
|
82,575
|
|
|
$
|
143,905
|
|
|
$
|
(81,572
|
)
|
|
$
|
1,784,171
|
|
Equity investments in affiliates
|
—
|
|
|
23,450
|
|
|
—
|
|
|
3,791
|
|
|
—
|
|
|
—
|
|
|
$
|
27,241
|
|
||||||
Capital expenditures
|
31,578
|
|
|
6,508
|
|
|
5,480
|
|
|
4,214
|
|
|
2,727
|
|
|
—
|
|
|
$
|
50,507
|
|
||||||
Depreciation and amortization
|
44,344
|
|
|
8,296
|
|
|
7,026
|
|
|
1,765
|
|
|
2,596
|
|
|
(20
|
)
|
|
$
|
64,007
|
|
||||||
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
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
1,387,882
|
|
|
$
|
1,417,750
|
|
|
$
|
1,350,309
|
|
China
|
|
137,101
|
|
|
190,035
|
|
|
219,490
|
|
|||
Other foreign countries
|
|
1,010,808
|
|
|
1,205,539
|
|
|
1,282,872
|
|
|||
Total
|
|
$
|
2,535,791
|
|
|
$
|
2,813,324
|
|
|
$
|
2,852,671
|
|
|
|
December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Property, plant and equipment, net:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
173,974
|
|
|
$
|
171,746
|
|
|
$
|
162,357
|
|
China
|
|
53,673
|
|
|
57,783
|
|
|
83,416
|
|
|||
Other foreign countries
|
|
184,045
|
|
|
209,640
|
|
|
238,685
|
|
|||
Eliminations
|
|
(369
|
)
|
|
(423
|
)
|
|
(453
|
)
|
|||
Total
|
|
$
|
411,323
|
|
|
$
|
438,746
|
|
|
$
|
484,005
|
|
|
|
North America Welding
|
|
Europe
Welding
|
|
Asia
Pacific
Welding
|
|
South America Welding
|
|
Consolidated
|
||||||||||
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
|
|
Payments and other adjustments
|
|
(3,231
|
)
|
|
(1,654
|
)
|
|
(1,474
|
)
|
|
—
|
|
|
(6,359
|
)
|
|||||
Charged (credited) to expense
|
|
3,298
|
|
|
1,507
|
|
|
8,914
|
|
|
—
|
|
|
13,719
|
|
|||||
Balance at December 31, 2015
|
|
$
|
67
|
|
|
$
|
158
|
|
|
$
|
7,440
|
|
|
$
|
—
|
|
|
$
|
7,665
|
|
|
|
Unrealized gain (loss) on derivatives designated and qualifying as cash flow hedges
|
|
Defined benefit pension plan activity
|
|
Currency translation adjustment
|
|
Total
|
||||||||
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
|
)
|
Other comprehensive income (loss) before reclassification
|
|
979
|
|
|
(1,632
|
)
|
2
|
(106,319
|
)
|
3
|
(106,972
|
)
|
||||
Amounts reclassified from AOCI
|
|
(422
|
)
|
1
|
99,749
|
|
2
|
—
|
|
|
99,327
|
|
||||
Net current-period other comprehensive income (loss)
|
|
557
|
|
|
98,117
|
|
|
(106,319
|
)
|
|
(7,645
|
)
|
||||
Balance at December 31, 2015
|
|
$
|
548
|
|
|
$
|
(99,776
|
)
|
|
$
|
(197,039
|
)
|
|
$
|
(296,267
|
)
|
|
|
|
|
|
|
|
|
|
1
|
During
2015
, this AOCI reclassification is a component of Net sales of
$(1,191)
(net of tax of
$(547)
) and Cost of goods sold of
$771
(net of tax of
$549
); during
2014
, the reclassification is a component of Net sales of
$(80)
(net of tax of
$(65)
), Cost of goods sold of
$422
(net of tax of
$205
). (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
$61,538
and
$(20,951)
during the years ended December 31,
2015
and
2014
, respectively). (See Note 11 - Retirement and Postretirement Benefit Plans for additional details.)
|
3
|
The Other comprehensive income before reclassifications excludes
$(623)
and
$734
attributable to Non-controlling interests in the years ended December 31,
2015
and
2014
, respectively. The reclassified AOCI component is included in the computation of Non-controlling interests. (See Consolidated Statements of Equity for additional details.)
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Long-term debt
|
|
|
|
|
||||
Senior Unsecured Notes due through 2045, interest at 3.2% to 4.0% (net of debt issuance costs of $853 at December 31, 2015)
|
|
$
|
349,147
|
|
|
$
|
—
|
|
Capital leases due through 2019, interest at 0.3% to 8.0%
|
|
111
|
|
|
198
|
|
||
Other borrowings due through 2023, interest up to 18.0%
|
|
2,545
|
|
|
9,301
|
|
||
|
|
351,803
|
|
|
9,499
|
|
||
Less current portion
|
|
1,456
|
|
|
7,011
|
|
||
Long-term debt, less current portion
|
|
350,347
|
|
|
2,488
|
|
||
Short-term debt
|
|
|
|
|
||||
Amounts due banks, interest at 24.1% (3.1% in 2014)
|
|
2,822
|
|
|
61,155
|
|
||
Current portion long-term debt
|
|
1,456
|
|
|
7,011
|
|
||
Total short-term debt
|
|
4,278
|
|
|
68,166
|
|
||
Total debt
|
|
$
|
354,625
|
|
|
$
|
70,654
|
|
|
Amount
|
|
Maturity Date
|
|
Interest Rate
|
|||
Series A
|
$
|
100,000
|
|
|
August 20, 2025
|
|
3.15
|
%
|
Series B
|
100,000
|
|
|
August 20, 2030
|
|
3.35
|
%
|
|
Series C
|
50,000
|
|
|
April 1, 2035
|
|
3.61
|
%
|
|
Series D
|
100,000
|
|
|
April 1, 2045
|
|
4.02
|
%
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|||||||||
Balance at beginning of year
|
|
2,087,193
|
|
|
$
|
37.80
|
|
|
2,452,648
|
|
|
$
|
36.52
|
|
|
3,060,944
|
|
|
$
|
30.98
|
|
Options granted
|
|
323,130
|
|
|
69.14
|
|
|
5,121
|
|
|
69.61
|
|
|
273,105
|
|
|
70.88
|
|
|||
Options exercised
|
|
(197,582
|
)
|
|
30.35
|
|
|
(329,986
|
)
|
|
27.63
|
|
|
(774,783
|
)
|
|
26.20
|
|
|||
Options canceled
|
|
(18,092
|
)
|
|
66.51
|
|
|
(40,590
|
)
|
|
47.21
|
|
|
(106,618
|
)
|
|
40.54
|
|
|||
Balance at end of year
|
|
2,194,649
|
|
|
42.85
|
|
|
2,087,193
|
|
|
37.80
|
|
|
2,452,648
|
|
|
36.52
|
|
|||
Exercisable at end of year
|
|
1,807,427
|
|
|
37.15
|
|
|
1,818,218
|
|
|
33.89
|
|
|
1,837,014
|
|
|
29.93
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Expected volatility
|
|
30.73
|
%
|
|
32.21
|
%
|
|
32.97
|
%
|
|||
Dividend yield
|
|
1.48
|
%
|
|
1.41
|
%
|
|
1.40
|
%
|
|||
Risk-free interest rate
|
|
1.32
|
%
|
|
1.61
|
%
|
|
1.52
|
%
|
|||
Expected option life (years)
|
|
4.5
|
|
|
4.4
|
|
|
4.4
|
|
|||
Weighted average fair value per option granted during the year
|
|
$
|
16.35
|
|
|
$
|
17.52
|
|
|
$
|
18.14
|
|
|
|
Year Ended December 31, 2015
|
|||||
|
|
Number of
Options
|
|
Weighted
Average Fair
Value at Grant
Date
|
|||
Balance at beginning of year
|
|
268,975
|
|
|
$
|
17.48
|
|
Granted
|
|
323,130
|
|
|
16.35
|
|
|
Vested
|
|
(189,681
|
)
|
|
17.26
|
|
|
Forfeited
|
|
(15,202
|
)
|
|
17.15
|
|
|
Balance at end of year
|
|
387,222
|
|
|
16.66
|
|
|
|
Outstanding
|
|
Exercisable
|
||||||||||||||
Exercise Price Range
|
|
Number of
Stock
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average Remaining Life (years) |
|
Number of
Stock
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Life (years)
|
||||||
Under $29.99
|
|
491,072
|
|
|
$
|
24.56
|
|
|
3.5
|
|
491,072
|
|
|
$
|
24.56
|
|
|
3.5
|
$30.00 - $39.99
|
|
825,161
|
|
|
33.18
|
|
|
4.4
|
|
825,161
|
|
|
33.18
|
|
|
4.4
|
||
Over $40.00
|
|
878,416
|
|
|
62.15
|
|
|
8.0
|
|
491,194
|
|
|
56.40
|
|
|
7.3
|
||
|
|
2,194,649
|
|
|
|
|
|
5.7
|
|
1,807,427
|
|
|
|
|
|
5.0
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
|
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
|
|
49,490
|
|
|
$
|
60.14
|
|
|
115,316
|
|
|
$
|
39.55
|
|
|
336,808
|
|
|
$
|
28.49
|
|
Shares granted
|
|
20,476
|
|
|
53.94
|
|
|
14,927
|
|
|
66.32
|
|
|
14,464
|
|
|
70.88
|
|
|||
Shares vested
|
|
(20,745
|
)
|
|
49.37
|
|
|
(80,753
|
)
|
|
31.88
|
|
|
(224,021
|
)
|
|
25.68
|
|
|||
Shares forfeited
|
|
(4,592
|
)
|
|
64.61
|
|
|
—
|
|
|
—
|
|
|
(11,935
|
)
|
|
25.76
|
|
|||
Balance at end of year
|
|
44,629
|
|
|
61.84
|
|
|
49,490
|
|
|
60.14
|
|
|
115,316
|
|
|
39.55
|
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
|
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
|
|
241,496
|
|
|
$
|
49.34
|
|
|
283,944
|
|
|
$
|
47.38
|
|
|
288,669
|
|
|
$
|
40.83
|
|
Units granted
|
|
67,800
|
|
|
68.82
|
|
|
2,861
|
|
|
70.71
|
|
|
69,925
|
|
|
67.17
|
|
|||
Units vested
|
|
(76,996
|
)
|
|
37.21
|
|
|
(40,035
|
)
|
|
36.59
|
|
|
(33,698
|
)
|
|
39.20
|
|
|||
Units forfeited
|
|
(10,768
|
)
|
|
57.98
|
|
|
(5,274
|
)
|
|
52.19
|
|
|
(40,952
|
)
|
|
41.70
|
|
|||
Balance at end of year
|
|
221,532
|
|
|
59.10
|
|
|
241,496
|
|
|
49.34
|
|
|
283,944
|
|
|
47.38
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Change in benefit obligations
|
|
|
|
|
||||
Benefit obligations at beginning of year
|
|
$
|
1,045,471
|
|
|
$
|
941,442
|
|
Service cost
|
|
19,933
|
|
|
19,062
|
|
||
Interest cost
|
|
36,002
|
|
|
42,485
|
|
||
Plan participants' contributions
|
|
185
|
|
|
215
|
|
||
Plan amendments
|
|
—
|
|
|
45
|
|
||
Acquisitions
|
|
6,170
|
|
|
—
|
|
||
Actuarial (gain) loss
|
|
(42,640
|
)
|
|
117,881
|
|
||
Benefits paid
|
|
(32,217
|
)
|
|
(60,582
|
)
|
||
Settlements/curtailments
|
|
(463,943
|
)
|
|
(7,172
|
)
|
||
Currency translation
|
|
(10,792
|
)
|
|
(7,905
|
)
|
||
Benefit obligations at end of year
|
|
558,169
|
|
|
1,045,471
|
|
||
|
|
|
|
|
||||
Change in plan assets
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
|
1,010,937
|
|
|
939,995
|
|
||
Actual return on plan assets
|
|
9,298
|
|
|
108,060
|
|
||
Employer contributions
|
|
50,468
|
|
|
27,550
|
|
||
Plan participants' contributions
|
|
185
|
|
|
215
|
|
||
Acquisitions
|
|
5,995
|
|
|
—
|
|
||
Benefits paid
|
|
(30,358
|
)
|
|
(59,196
|
)
|
||
Settlement
|
|
(462,601
|
)
|
|
—
|
|
||
Currency translation
|
|
(7,823
|
)
|
|
(5,687
|
)
|
||
Fair value of plan assets at end of year
|
|
576,101
|
|
|
1,010,937
|
|
||
|
|
|
|
|
||||
Funded status at end of year
|
|
17,932
|
|
|
(34,534
|
)
|
||
Unrecognized actuarial net loss
|
|
156,019
|
|
|
316,296
|
|
||
Unrecognized prior service cost
|
|
(1,304
|
)
|
|
(1,930
|
)
|
||
Unrecognized transition assets, net
|
|
41
|
|
|
45
|
|
||
Net amount recognized
|
|
$
|
172,688
|
|
|
$
|
279,877
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Prepaid pensions
|
|
$
|
38,201
|
|
|
$
|
1,240
|
|
Accrued pension liability, current
|
|
(5,026
|
)
|
|
(2,971
|
)
|
||
Accrued pension liability, long-term
|
|
(15,243
|
)
|
|
(32,803
|
)
|
||
Accumulated other comprehensive loss, excluding tax effects
|
|
154,756
|
|
|
314,411
|
|
||
Net amount recognized in the balance sheets
|
|
$
|
172,688
|
|
|
$
|
279,877
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Service cost
|
|
$
|
19,933
|
|
|
$
|
19,062
|
|
|
$
|
23,188
|
|
Interest cost
|
|
36,002
|
|
|
42,485
|
|
|
37,225
|
|
|||
Expected return on plan assets
|
|
(54,638
|
)
|
|
(67,953
|
)
|
|
(61,244
|
)
|
|||
Amortization of prior service cost
|
|
(626
|
)
|
|
(616
|
)
|
|
(613
|
)
|
|||
Amortization of net loss
|
|
19,406
|
|
|
17,644
|
|
|
30,929
|
|
|||
Settlement/curtailment loss
|
|
142,738
|
|
|
1,773
|
|
|
423
|
|
|||
Pension cost for defined benefit plans
|
|
$
|
162,815
|
|
|
$
|
12,395
|
|
|
$
|
29,908
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
U.S. pension plans
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
16,822
|
|
|
$
|
34,066
|
|
Accumulated benefit obligation
|
|
15,223
|
|
|
30,202
|
|
||
Fair value of plan assets
|
|
—
|
|
|
11,638
|
|
||
Non-U.S. pension plans
|
|
|
|
|
||||
Projected benefit obligation
|
|
$
|
3,393
|
|
|
$
|
5,573
|
|
Accumulated benefit obligation
|
|
2,831
|
|
|
3,372
|
|
Estimated Payments
|
|
||
2016
|
$
|
31,461
|
|
2017
|
31,195
|
|
|
2018
|
25,629
|
|
|
2019
|
30,671
|
|
|
2020
|
27,385
|
|
|
2021 through 2025
|
164,307
|
|
|
|
December 31,
|
||||
|
|
2015
|
|
2014
|
||
Discount Rate
|
|
4.5
|
%
|
|
4.1
|
%
|
Rate of increase in compensation
|
|
2.7
|
%
|
|
2.8
|
%
|
|
|
December 31,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
Discount rate
|
|
4.0
|
%
|
|
4.7
|
%
|
|
3.8
|
%
|
Rate of increase in compensation
|
|
2.7
|
%
|
|
4.1
|
%
|
|
4.1
|
%
|
Expected return on plan assets
|
|
6.3
|
%
|
|
7.3
|
%
|
|
7.4
|
%
|
|
|
Pension Plans' Assets at Fair Value as of December 31, 2015
|
||||||||||||||
|
|
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
|
|
$
|
5,740
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,740
|
|
Equity securities
(1)
|
|
3,569
|
|
|
—
|
|
|
—
|
|
|
3,569
|
|
||||
Fixed income securities
(2)
|
|
|
|
|
|
|
|
|
||||||||
U.S. government bonds
|
|
11,603
|
|
|
—
|
|
|
—
|
|
|
11,603
|
|
||||
Corporate debt and other obligations
|
|
—
|
|
|
120,470
|
|
|
—
|
|
|
120,470
|
|
||||
Common trusts and 103-12 investments
(3)
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
—
|
|
|
5,841
|
|
|
—
|
|
|
5,841
|
|
||||
Common trusts and 103-12 investments
|
|
—
|
|
|
388,477
|
|
|
—
|
|
|
388,477
|
|
||||
Private equity funds
(4)
|
|
—
|
|
|
—
|
|
|
40,401
|
|
|
40,401
|
|
||||
Total assets at fair value
|
|
$
|
20,912
|
|
|
$
|
514,788
|
|
|
$
|
40,401
|
|
|
$
|
576,101
|
|
|
|
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
(2)
|
|
|
|
|
|
|
|
|
||||||||
U.S. government bonds
|
|
27,305
|
|
|
—
|
|
|
—
|
|
|
27,305
|
|
||||
Corporate debt and other obligations
|
|
—
|
|
|
212,326
|
|
|
—
|
|
|
212,326
|
|
||||
Common trusts and 103-12 investments
(3)
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
—
|
|
|
7,499
|
|
|
—
|
|
|
7,499
|
|
||||
Common trusts and 103-12 investments
|
|
—
|
|
|
720,919
|
|
|
—
|
|
|
720,919
|
|
||||
Private equity funds
(4)
|
|
—
|
|
|
—
|
|
|
38,015
|
|
|
38,015
|
|
||||
Total assets at fair value
|
|
$
|
32,178
|
|
|
$
|
940,744
|
|
|
$
|
38,015
|
|
|
$
|
1,010,937
|
|
(1)
|
Equity securities are primarily comprised of corporate stock and mutual funds directly held by the plans. Equity securities are valued using the closing price reported on the active market on which the individual securities are traded.
|
(2)
|
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.
|
(3)
|
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.
|
(4)
|
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
|
|
$
|
38,015
|
|
Purchases, sales, issuances and settlements
|
|
(2,253
|
)
|
|
Realized and unrealized gains
|
|
4,639
|
|
|
Balance at the end of year
|
|
$
|
40,401
|
|
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
|
|
$
|
1,111
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
U.S.
|
|
$
|
118,037
|
|
|
$
|
303,933
|
|
|
$
|
281,724
|
|
Non-U.S.
|
|
51,750
|
|
|
71,880
|
|
|
134,717
|
|
|||
Total
|
|
$
|
169,787
|
|
|
$
|
375,813
|
|
|
$
|
416,441
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
60,500
|
|
|
$
|
71,601
|
|
|
$
|
58,099
|
|
Non-U.S.
|
|
28,046
|
|
|
24,210
|
|
|
40,348
|
|
|||
State and local
|
|
9,557
|
|
|
8,235
|
|
|
8,490
|
|
|||
|
|
98,103
|
|
|
104,046
|
|
|
106,937
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(47,902
|
)
|
|
15,175
|
|
|
21,946
|
|
|||
Non-U.S.
|
|
(3,362
|
)
|
|
1,370
|
|
|
(5,734
|
)
|
|||
State and local
|
|
(4,464
|
)
|
|
1,342
|
|
|
1,605
|
|
|||
|
|
(55,728
|
)
|
|
17,887
|
|
|
17,817
|
|
|||
Total
|
|
$
|
42,375
|
|
|
$
|
121,933
|
|
|
$
|
124,754
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Statutory rate of 35% applied to pre-tax income
|
|
$
|
59,426
|
|
|
$
|
131,534
|
|
|
$
|
145,754
|
|
Effect of state and local income taxes, net of federal tax benefit
|
|
1,868
|
|
|
6,694
|
|
|
7,124
|
|
|||
Asset impairments
|
|
2,184
|
|
|
11,674
|
|
|
1,735
|
|
|||
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
|
|
(8,499
|
)
|
|
(16,950
|
)
|
|
(20,214
|
)
|
|||
Venezuela devaluation
|
|
11,396
|
|
|
5,603
|
|
|
1,126
|
|
|||
Manufacturing deduction
|
|
(9,207
|
)
|
|
(7,316
|
)
|
|
(6,386
|
)
|
|||
U.S. tax cost (benefit) of foreign source income
|
|
(8,754
|
)
|
|
(514
|
)
|
|
745
|
|
|||
Other
|
|
(6,039
|
)
|
|
(8,792
|
)
|
|
(5,130
|
)
|
|||
Total
|
|
$
|
42,375
|
|
|
$
|
121,933
|
|
|
$
|
124,754
|
|
Effective tax rate
|
|
24.96
|
%
|
|
32.45
|
%
|
|
29.96
|
%
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Tax loss and credit carry-forwards
|
|
$
|
44,925
|
|
|
$
|
46,112
|
|
Inventory
|
|
1,607
|
|
|
1,931
|
|
||
Other accruals
|
|
17,874
|
|
|
15,427
|
|
||
Employee benefits
|
|
21,859
|
|
|
20,750
|
|
||
Pension obligations
|
|
2,477
|
|
|
4,969
|
|
||
Other
|
|
3,795
|
|
|
5,608
|
|
||
Deferred tax assets, gross
|
|
92,537
|
|
|
94,797
|
|
||
Valuation allowance
|
|
(51,294
|
)
|
|
(48,840
|
)
|
||
Deferred tax assets, net
|
|
41,243
|
|
|
45,957
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Property, plant and equipment
|
|
33,627
|
|
|
37,352
|
|
||
Intangible assets
|
|
16,105
|
|
|
18,642
|
|
||
Inventory
|
|
10,770
|
|
|
9,623
|
|
||
Pension obligations
|
|
9,897
|
|
|
1,731
|
|
||
Other
|
|
8,800
|
|
|
10,018
|
|
||
Deferred tax liabilities
|
|
79,199
|
|
|
77,366
|
|
||
Total deferred taxes
|
|
$
|
(37,956
|
)
|
|
$
|
(31,409
|
)
|
|
|
2015
|
|
2014
|
||||
Balance at beginning of year
|
|
$
|
18,389
|
|
|
$
|
25,907
|
|
Increase related to current year tax provisions
|
|
1,021
|
|
|
700
|
|
||
Increase (decrease) related to prior years' tax positions
|
|
317
|
|
|
(848
|
)
|
||
Decrease related to settlements with taxing authorities
|
|
(157
|
)
|
|
(1,216
|
)
|
||
Resolution of and other decreases in prior years' tax liabilities
|
|
(3,323
|
)
|
|
(3,727
|
)
|
||
Other
|
|
(1,915
|
)
|
|
(2,427
|
)
|
||
Balance at end of year
|
|
$
|
14,332
|
|
|
$
|
18,389
|
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
Derivatives by hedge designation
|
|
Other
Current
Assets
|
|
Other
Current
Liabilities
|
|
Other
Current
Assets
|
|
Other
Current
Liabilities
|
||||||||
Designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
$
|
178
|
|
|
$
|
731
|
|
|
$
|
468
|
|
|
$
|
935
|
|
Net investment contracts
|
|
—
|
|
|
—
|
|
|
1,091
|
|
|
469
|
|
||||
Not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
625
|
|
|
2,303
|
|
|
482
|
|
|
3,638
|
|
||||
Commodity contracts
|
|
40
|
|
|
8
|
|
|
47
|
|
|
69
|
|
||||
Total derivatives
|
|
$
|
843
|
|
|
$
|
3,042
|
|
|
$
|
2,088
|
|
|
$
|
5,111
|
|
|
|
|
|
Year Ended December 31,
|
||||||
Derivatives by hedge designation
|
|
Classification of gains (losses)
|
|
2015
|
|
2014
|
||||
Not designated as hedges:
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
|
Selling, general & administrative expenses
|
|
$
|
18,875
|
|
|
$
|
(10,427
|
)
|
Commodity contracts
|
|
Cost of goods sold
|
|
440
|
|
|
702
|
|
|
|
December 31,
|
||||||
Total gain (loss) recognized in AOCI, net of tax
|
|
2015
|
|
2014
|
||||
Foreign exchange contracts
|
|
$
|
(551
|
)
|
|
$
|
(9
|
)
|
Net investment contracts
|
|
$
|
1,099
|
|
|
$
|
—
|
|
|
|
|
|
Year Ended December 31,
|
||||||
Derivative type
|
|
Gain (loss) reclassified from AOCI to:
|
|
2015
|
|
2014
|
||||
Foreign exchange contracts
|
|
Sales
|
|
$
|
(1,191
|
)
|
|
$
|
(80
|
)
|
|
|
Cost of goods sold
|
|
771
|
|
|
422
|
|
Description
|
|
Balance as of December 31, 2015
|
|
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
|
|
$
|
803
|
|
|
$
|
—
|
|
|
$
|
803
|
|
|
$
|
—
|
|
Commodity contracts
|
|
40
|
|
|
—
|
|
|
40
|
|
|
—
|
|
||||
Total assets
|
|
$
|
843
|
|
|
$
|
—
|
|
|
$
|
843
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
$
|
3,034
|
|
|
$
|
—
|
|
|
$
|
3,034
|
|
|
$
|
—
|
|
Commodity contracts
|
|
8
|
|
|
—
|
|
|
8
|
|
|
—
|
|
||||
Contingent consideration
|
|
9,184
|
|
|
—
|
|
|
—
|
|
|
9,184
|
|
||||
Forward contract
|
|
26,484
|
|
|
—
|
|
|
—
|
|
|
26,484
|
|
||||
Deferred compensation
|
|
23,201
|
|
|
—
|
|
|
23,201
|
|
|
—
|
|
||||
Total liabilities
|
|
$
|
61,911
|
|
|
$
|
—
|
|
|
$
|
26,243
|
|
|
$
|
35,668
|
|
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
|
|
$
|
950
|
|
|
$
|
—
|
|
|
$
|
950
|
|
|
$
|
—
|
|
Commodity contracts
|
|
47
|
|
|
—
|
|
|
47
|
|
|
—
|
|
||||
Net investment contracts
|
|
1,091
|
|
|
—
|
|
|
$
|
1,091
|
|
|
—
|
|
|||
Total assets
|
|
$
|
2,088
|
|
|
$
|
—
|
|
|
$
|
2,088
|
|
|
$
|
—
|
|
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
|
|
|
|
December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance at beginning of year
|
|
$
|
15,579
|
|
|
$
|
15,180
|
|
|
$
|
15,304
|
|
Accruals for warranties
|
|
19,824
|
|
|
12,368
|
|
|
12,786
|
|
|||
Settlements
|
|
(15,458
|
)
|
|
(11,495
|
)
|
|
(12,794
|
)
|
|||
Foreign currency translation
|
|
(476
|
)
|
|
(474
|
)
|
|
(116
|
)
|
|||
Balance at end of year
|
|
$
|
19,469
|
|
|
$
|
15,579
|
|
|
$
|
15,180
|
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
2015
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
657,900
|
|
|
$
|
664,740
|
|
|
$
|
645,166
|
|
|
$
|
567,985
|
|
Gross profit
|
|
220,390
|
|
|
225,781
|
|
|
198,894
|
|
|
196,079
|
|
||||
Income (loss) before income taxes
|
|
92,707
|
|
|
94,434
|
|
|
(88,526
|
)
|
|
71,172
|
|
||||
Net income (loss)
|
|
68,354
|
|
|
70,898
|
|
|
(60,466
|
)
|
|
48,692
|
|
||||
Basic earnings (loss) per share
|
|
$
|
0.90
|
|
|
$
|
0.95
|
|
|
$
|
(0.82
|
)
|
|
$
|
0.68
|
|
Diluted earnings (loss) per share
|
|
$
|
0.89
|
|
|
$
|
0.94
|
|
|
$
|
(0.82
|
)
|
|
$
|
0.68
|
|
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
|
|
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
Description
|
|
Balance at
Beginning
of Period
|
|
Charged to
Costs and
Expenses
|
|
(1)
Charged (Credited) to
Other Accounts
|
|
(2)
Deductions
|
|
Balance at End of Period
|
||||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2015
|
|
$
|
7,858
|
|
|
$
|
1,969
|
|
|
$
|
(1,046
|
)
|
|
$
|
1,482
|
|
|
$
|
7,299
|
|
Year Ended December 31, 2014
|
|
8,398
|
|
|
2,064
|
|
|
(867
|
)
|
|
1,737
|
|
|
7,858
|
|
|||||
Year Ended December 31, 2013
|
|
8,654
|
|
|
2,671
|
|
|
49
|
|
|
2,976
|
|
|
8,398
|
|
(1)
|
Currency translation adjustment.
|
(2)
|
Uncollectible accounts written-off, net of recoveries.
|
1.
|
Definitions
. Unless otherwise defined in this Agreement, terms used in this Agreement, with initial capital letters will have the meanings assigned to them in the Plan.
|
(a)
|
“Cause”: A termination for “Cause” shall mean that, prior to termination of employment, the Grantee shall have:
|
(i)
|
been convicted of, or pleaded nolo contendere to, a criminal violation, in each case, involving fraud, embezzlement or theft in connection with the Grantee’s duties or in the course of the Grantee’s employment with the Company or any Subsidiary (or the Successor, if applicable);
|
(ii)
|
committed intentional wrongful damage to property of the Company or any Subsidiary (or the Successor, if applicable);
|
(iii)
|
committed intentional wrongful disclosure of secret processes or confidential information of the Company or any Subsidiary (or the Successor, if applicable); or
|
(iv)
|
committed intentional wrongful engagement in any of the activities set forth in any confidentiality, non-competition or non-solicitation arrangement with the Company (or the Successor, if applicable) to which the Grantee is a party;
|
(b)
|
“Deferred Compensation Plan” means the Lincoln Electric Holdings, Inc. 2005 Deferred Compensation Plan for Executives, as amended and restated.
|
(c)
|
“Disabled”: The Committee shall determine, in its sole discretion, that a Grantee is “Disabled” if the Grantee meets one of the following requirements: (i) the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (ii) the Grantee is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under the Company’s accident and health or long-term disability plan or any similar plan maintained by a third party, but excluding governmental plans, or (iii) the Social Security Administration determines the Grantee to be totally disabled.
|
(d)
|
“Distribution Date” means the date on which the Common Shares represented by vested RSUs shall be distributed to the Grantee as specified in Section 8; provided that, the Distribution Date for a Grantee who elects to defer the distribution of his or her Common Shares pursuant to the Deferred Compensation Plan will be governed by the Deferred Compensation Plan.
|
(e)
|
“Good Reason”: A termination “for Good Reason” shall mean the Grantee’s termination of employment with the Successor as a result of the initial occurrence, without the Grantee’s consent, of one or more of the following events:
|
(i)
|
A material diminution in the Grantee’s base compensation;
|
(ii)
|
A material diminution in the Grantee’s authority, duties, or responsibilities;
|
(iii)
|
A material reduction in the Grantee’s opportunity regarding annual bonus, incentive or other payment of compensation, in addition to base compensation, made or to be made in regard to services rendered in any year or other period pursuant to any bonus, incentive, profit-sharing, performance, discretionary pay or similar agreement, policy, plan, program or arrangement (whether or not funded) of the Successor;
|
(iv)
|
A material change in the geographic location at which the Grantee must perform the services, which adds fifty (50) miles or more to the Grantee’s one-way daily commute; and
|
(v)
|
Any other action or inaction that constitutes a material breach by the Company of the Grantee’s employment agreement, if any, under which the Grantee provides services.
|
(f)
|
“Replacement Award” means an award: (i) of the same type (
e.g.
, time-based restricted stock units) as the Replaced Award; (ii) that has a value at least equal to the value of the Replaced Award; (iii) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control; (iv) if the Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award; and (v) the other terms and conditions of which are not less favorable to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form
|
(g)
|
“Separation from Service” shall have the meaning given in Code Section 409A, and references to employment termination or termination of employment in this Agreement shall be deemed to refer to a Separation from Service. In accordance with Treasury Regulation §1.409A-1(h)(1)(ii) (or any similar or successor provisions), a Separation from Service shall be deemed to occur, without limitation, if the Company and the Grantee reasonably anticipate that the level of bona fide services the Grantee will perform after a certain date (whether as an employee or as an independent contractor) will permanently decrease to less than fifty percent (50%) of the average level of bona fide services provided in the immediately preceding thirty-six (36) months.
|
2.
|
Issuance of RSUs
. The RSUs covered by this Agreement shall be issued to the Grantee effective upon the Date of Grant. Each RSU entitles the Grantee to receive one Common Share upon the Grantee’s Distribution Date. The Grantee shall not have the rights of a shareholder with respect to such RSUs, except as provided in Section 10, provided that such RSUs, together with any additional RSUs that the Grantee may become entitled to receive by virtue of a share dividend, a merger or reorganization in which the Company is the surviving corporation or any other change in capital structure, shall be subject to the restrictions hereinafter set forth.
|
3.
|
Restrictions on Transfer of RSUs
. Subject to Section 15 of the Plan, the RSUs subject to this grant may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by the Grantee, except to the Company, until the Distribution Date;
provided
,
however
, that the Grantee’s rights with respect to such RSUs may be transferred by will or pursuant to the laws of descent and distribution. Any purported transfer or encumbrance in violation of the provisions of this Section 3 shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such RSUs or the underlying Common Shares. The Company in its sole discretion, when and as permitted by the Plan, may waive the restrictions on transferability with respect to all or a portion of the RSUs subject to this Agreement.
|
4.
|
Vesting of RSUs
. Subject to the terms and conditions of Sections 5, 6 and 7 hereof, all of the RSUs covered by this Agreement shall become nonforfeitable upon the Grantee remaining in the continuous employment of the Company or a Subsidiary until the third anniversary of the Date of Grant.
|
5.
|
Effect of Change in Control
. In the event a Change in Control occurs during the Restriction Period, the RSUs covered by this Agreement shall become nonforfeitable to the extent provided in this Section 5.
|
(a)
|
If the Grantee remains in the continuous employ of the Company or a Subsidiary throughout the period beginning on the Date of Grant and ending on the date of a Change in Control, the RSUs covered by this Agreement will become nonforfeitable in full immediately prior to the Change in Control, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 1(f) to replace, adjust or continue the award of RSUs covered by this Agreement (the “Replaced Award”). If a Replacement Award is provided, references to RSUs in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control.
|
(b)
|
If, upon or after receiving a Replacement Award, the Grantee experiences a termination of employment with the Company or a Subsidiary of the Company (or any of their successors) (as applicable, the “Successor”) by reason of the Grantee terminating employment for Good Reason or the Successor terminating Grantee’s employment other than for Cause, in each case within a period of two years after the Change in Control and during the remaining vesting
|
(c)
|
If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding RSUs that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be nonforfeitable at the time of such Change in Control and will be paid within 15 days of the Change in Control;
provided
,
however
, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code, and the regulations thereunder, and where Section 409A of the Code applies to such distribution, payment will be made on the date that would have otherwise applied pursuant to Section 8.
|
6.
|
Effect of Death, Disability or Retirement
.
|
(a)
|
The RSUs subject to this Agreement shall become immediately nonforfeitable in full (i) upon the death of the Grantee while in the employment of the Company or any Subsidiary, or (ii) if the Grantee’s employment with the Company or any Subsidiary should terminate as a result of the Grantee becoming Disabled.
|
(b)
|
If the Grantee terminates employment with the Company or any Subsidiary after the Grantee’s normal retirement date (as determined under The Lincoln Electric Company Retirement Annuity Program, whether or not the Grantee participates in that program), but prior to the vesting provided in Section 4 hereof, only a pro rata portion of the RSUs (rounded down to the nearest whole Common Share) subject to this Agreement, based on the Grantee’s length of employment during the three-year vesting period, shall immediately vest, and the remaining portion of the RSUs will be forfeited upon such termination.
|
7.
|
Effect of Termination of Employment and Effect of Competitive Conduct
.
|
(a)
|
In the event that the Grantee’s employment shall terminate in a manner other than any specified in Section 5 or Section 6 hereof, the Grantee shall forfeit any RSUs that have not become nonforfeitable at the time of such termination;
provided
,
however
, that the Board upon recommendation of the Committee may order that part or all of such RSUs become nonforfeitable.
|
(b)
|
Notwithstanding anything in this Agreement to the contrary, unless otherwise determined by the Company, if the Grantee, either during employment by the Company or a Subsidiary or within six (6) months after termination of such employment, (i) shall become an employee of a competitor of the Company or a Subsidiary or (ii) shall engage in any other conduct that is competitive with the Company or a Subsidiary, in each case as reasonably determined by the Company (“Competition”), then, at the time of such Company determination, the Grantee shall forfeit any RSUs that have not become nonforfeitable. In addition, if the Company shall so determine, the Grantee shall, promptly upon notice of such determination, (x) return to the Company all the Common Shares that the Grantee has not disposed of that were issued in payment of RSUs that became nonforfeitable pursuant to this Agreement, including amounts the Grantee elected to defer under Section 9 hereof, within a period of one (1) year prior to the date of the commencement of such Competition if the Grantee is an employee of the Company or a Subsidiary, or within a period of one (1) year prior to termination of employment with the Company or a Subsidiary if the Grantee is no longer an employee of the Company or a Subsidiary, and (y) with respect to any Common Shares so issued in payment of RSUs pursuant to this Agreement, that the Grantee has disposed of, including amounts the Grantee elected to defer under Section 9 hereof, pay to the Company in cash the aggregate Market Value per Share of those Common Shares on the Distribution Date, in each case as reasonably determined by the Company. To the extent that such amounts are not promptly paid to the Company, the Company may set off the amounts so payable to it against any amounts (other than amounts of non-qualified deferred compensation as so defined under Section 409A of
|
8.
|
Time of Payment of RSUs
.
|
(a)
|
With respect to RSUs (or any portion of RSUs) that constitute deferred compensation within the meaning of Section 409A of the Code (after taking into account any applicable exemptions from Section 409A of the Code), on each of the earlier of the following dates (
i.e
., within 15 days of such date), payment for such RSUs, if any, that are vested as of such date as determined in accordance with Section 409A of the Code (less any RSUs which became vested and were paid on an earlier date) shall be made:
|
(i)
|
on the vesting date specified in Section 4;
|
(ii)
|
on the date of the Grantee’s death;
|
(iii)
|
on the date the Grantee experiences a separation from service with the Company (determined in accordance with Section 409A of the Code); provided, however, that if the Grantee on the date of separation from service is a “specified employee” (within the meaning of Section 409A of the Code determined using the identification methodology selected by the Company from time to time), payment for the RSUs will be made on the tenth business day of the seventh month after the date of the Grantee’s separation from service or, if earlier, the date of the Grantee’s death; and
|
(iv)
|
on the date of a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company (each within the meaning of Section 409A of the Code).
|
(b)
|
With respect to RSUs (or any portion of RSUs) that do not constitute deferred compensation within the meaning of Section 409A of the Code (after taking into account any applicable exemptions from Section 409A of the Code), payment for such RSUs shall be made within 60 days of the date on which such RSUs become nonforfeitable and in all events within the 2½ month short-term deferral period specified in Treasury Regulation § 1.409A-1(b)(4).
|
9.
|
Deferral of RSUs
. The Grantee may elect to defer receipt of the Common Shares underlying the RSUs subject to this Agreement beyond the vesting date in Section 4 above, pursuant to and in accordance with the terms of the Deferred Compensation Plan.
|
10.
|
Dividend Equivalents and Other Rights
.
|
(a)
|
Except as provided in this Section, the Grantee shall not have any of the rights of a shareholder with respect to the RSUs covered by this Agreement;
provided
,
however
, that any additional Common Shares, share rights or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, separation or reorganization or any other change in the capital structure of the Company shall be subject to the same restrictions as the RSUs covered by this Agreement.
|
(b)
|
The Grantee shall have the right to receive dividend equivalents with respect to the Common Shares underlying the RSUs on a deferred basis and contingent on vesting of the RSUs. Dividend equivalents on the RSUs covered by this Agreement shall be sequestered by the Company from and after the Date of Grant until the Distribution Date, whereupon such dividend equivalents shall be paid to the Grantee in the form of cash to the extent such dividend equivalents are attributable to RSUs that have become nonforfeitable. To the extent that RSUs covered by this Agreement are forfeited pursuant to Section 7 hereof, all the dividend equivalents sequestered with respect to such RSUs shall also be forfeited. No interest shall be payable with respect to any such dividend equivalents.
|
(c)
|
Under no circumstances, will the Company distribute dividend equivalents paid on RSUs until the Grantee’s Distribution Date. The Grantee will not be entitled to vote the Common Shares underlying the RSUs until after the Distribution Date.
|
(d)
|
Notwithstanding anything to the contrary in this Section 10, to the extent that any of the RSUs vest pursuant to this Agreement and the Grantee elects pursuant to Section 9 to defer receipt of the Common Shares underlying the RSUs beyond such vesting date in accordance with the terms of the Deferred Compensation Plan, then the right to receive dividend equivalents thereafter will be governed by the Deferred Compensation Plan from and after such vesting date.
|
11.
|
Withholding Taxes
. No later than the date as of which an amount first becomes includible in the gross income of the Grantee for applicable income tax purposes with respect to the RSUs evidenced by this Agreement, the Grantee shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any federal, state local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Committee, the Grantee may elect to have the minimum required withholding obligations may be settled with Common Shares, including Common Shares that are payable to Grantee upon vesting of RSUs under this Agreement. The obligations of the Company under this Agreement shall be conditional on such payment or arrangements and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Grantee.
|
12.
|
No Right to Employment
. This award of RSUs is a voluntary, discretionary bonus being made on a one-time basis and it does not constitute a commitment to make any future awards. This award and any payments made hereunder will not be considered salary or other compensation for purposes of any severance pay or similar allowance, except as otherwise required by law. The Plan and this Agreement will not confer upon the Grantee any right with respect to the continuance of employment or other service with the Company or any Subsidiary and will not interfere in any way with any right that the Company or any Subsidiary would otherwise have to terminate any employment or other service of the Grantee at any time. For purposes of this Agreement, the continuous employ of the Grantee with the Company or a Subsidiary shall not be deemed interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company or any Subsidiary, by reason of (A) the transfer of his or her employment among the Company and any Subsidiary or (B) an approved leave of absence.
|
13.
|
Relation to Other Benefits
. Any economic or other benefit to the Grantee under this Agreement or the Plan will not be taken into account in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and will not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.
|
14.
|
Agreement Subject to the Plan
. The RSUs evidenced by this Agreement and all of the terms and conditions hereof are subject to all of the terms and conditions of the Plan. In the event of any inconsistency between this Agreement and the Plan, the terms of the Plan will govern.
|
15.
|
Data Privacy
.
|
(a)
|
The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Grantee’s personal data as described in this document by and among, as applicable, the Grantee’s employer (the “Employer”), and the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan.
|
(b)
|
The Grantee understands that the Company, its Subsidiaries and the Employer hold certain personal information about the Grantee, including, but not limited to, name, home address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title, any Common Shares or directorships held in the Company, details of all RSUs or any other entitlement to Common Shares awarded, canceled, purchased, exercised, vested, unvested or outstanding in the Grantee’s favor for the purpose of implementing, managing and administering the Plan (“Data”).
|
(c)
|
The Grantee understands that the Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country or elsewhere (in particular the United States), including outside the European Economic Area (if applicable), and that the recipient country (
e.g.
, the United States) may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the local human resources representative. The Grantee authorizes the Company, Morgan Stanley Smith Barney, LLC and any other possible recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data, as may be required to a broker or other third party with whom the Grantee may elect to deposit any Common Shares acquired under the Plan. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage participation in the Plan. The Grantee understands that he or she may, at any time, view Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting the local human resources representative in writing. The Grantee understands that refusing or withdrawing consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of refusing to consent or withdrawing consent, the Grantee understands that he or she may contact his or her local human resources representative.
|
16.
|
Amendments
. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto;
provided
,
however
, that no amendment shall adversely affect the rights of the Grantee with respect to RSUs without the Grantee’s consent.
|
17.
|
Severability
. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated will be deemed to be separable from the other provisions hereof, and the remaining provisions hereof will continue to be valid and fully enforceable.
|
18.
|
Governing Law/Venue
. This Agreement is made under, and will be construed in accordance with, the internal substantive laws of the State of Ohio. All legal actions or proceedings relating to this Agreement shall be brought exclusively in the U.S. District Court for the Northern District of Ohio, Eastern Division or the Cuyahoga County Court of Common Pleas, located in Cuyahoga County, Ohio.
|
19.
|
Employment Agreement
. The grant of the RSUs under this Agreement is contingent upon the Grantee having executed the most recent version of the Company’s Employment Agreement and having returned it to the Company.
|
20.
|
RSUs Subject to the Company’s Recovery of Funds Policy
. Notwithstanding anything in this Agreement to the contrary, the RSUs covered by this Agreement shall be subject to the Company’s Recovery of Funds Policy (or similar clawback policy), as it may be in effect from time to time, including, without limitation, to implement Section 10D of the Exchange Act and any applicable rules or regulations issued by the U.S. Securities and Exchange Commission or any national securities exchange or national securities association on which the Common Shares may be traded.
|
21.
|
Code Section 409A
. To the extent applicable, it is intended that this Agreement be designed and operated within the requirements of Section 409A of the Code (including any applicable exemptions) and, in the event of any inconsistency between any provision of this Agreement or the Plan and Section 409A of the Code, the provisions of Section 409A of the Code shall control. Any provision in the Plan or this Agreement that is determined to violate the requirements of Section 409A of the Code shall be void and without effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made
|
22.
|
Electronic Delivery
. The Company may, in its sole discretion, deliver any documents related to the RSUs and Grantee’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request Grantee’s consent to participate in the Plan by electronic means. Grantee hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
|
23.
|
Appendix
. Notwithstanding any provisions in this Agreement, the grant of RSUs is also subject to the special terms and conditions set forth in
Appendix A
to this Agreement for Grantee’s country. Moreover, if Grantee relocates to one of the countries included in the
Appendix A
, the special terms and conditions for such country will apply to Grantee, to the extent the Company determines that the application of such terms and conditions are necessary or advisable in order to comply with local law or facilitate the administration of the Plan.
Appendix A
constitutes part of this Agreement.
|
|
LINCOLN ELECTRIC HOLDINGS, INC.
|
|
|
|
Christopher L. Mapes
Chairman, President and Chief Executive Officer
|
1.
|
Definitions
. Unless otherwise defined in this Agreement, terms used in this Agreement, with initial capital letters will have the meanings assigned to them in the Plan.
|
(a)
|
“Cause”: A termination for “Cause” shall mean that, prior to termination of employment, the Grantee shall have:
|
(i)
|
been convicted of, or pleaded nolo contendere to, a criminal violation, in each case, involving fraud, embezzlement or theft in connection with the Grantee’s duties or in the course of the Grantee’s employment with the Company or any Subsidiary (or the Successor, if applicable);
|
(ii)
|
committed intentional wrongful damage to property of the Company or any Subsidiary (or the Successor, if applicable);
|
(iii)
|
committed intentional wrongful disclosure of secret processes or confidential information of the Company or any Subsidiary (or the Successor, if applicable); or
|
(iv)
|
committed intentional wrongful engagement in any of the activities set forth in any confidentiality, non-competition or non-solicitation arrangement with the Company (or the Successor, if applicable) to which the Grantee is a party;
|
(b)
|
“Deferred Compensation Plan” means the Lincoln Electric Holdings, Inc. 2005 Deferred Compensation Plan for Executives, as amended and restated.
|
(c)
|
“Disabled”: The Committee shall determine, in its sole discretion, that a Grantee is “Disabled” if the Grantee meets one of the following requirements: (i) the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (ii) the Grantee is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under the Company’s accident and health or long-term disability plan or any similar plan maintained by a third party, but excluding governmental plans, or (iii) the Social Security Administration determines the Grantee to be totally disabled.
|
(d)
|
“Distribution Date” means the date on which the Common Shares represented by vested Performance Shares shall be distributed to the Grantee as specified in Section 8; provided that, the Distribution Date for a Grantee who elects to defer the distribution of his or her Common Shares pursuant to the Deferred Compensation Plan will be governed by the Deferred Compensation Plan.
|
(e)
|
“Good Reason”: A termination “for Good Reason” shall mean the Grantee’s termination of employment with the Successor as a result of the initial occurrence, without the Grantee’s consent, of one or more of the following events:
|
(i)
|
A material diminution in the Grantee’s base compensation;
|
(ii)
|
A material diminution in the Grantee’s authority, duties, or responsibilities;
|
(iii)
|
A material reduction in the Grantee’s opportunity regarding annual bonus, incentive or other payment of compensation, in addition to base compensation, made or to be made in regard to services rendered in any year or other period pursuant to any bonus, incentive, profit-sharing, performance, discretionary pay or similar agreement, policy, plan, program or arrangement (whether or not funded) of the Successor;
|
(iv)
|
A material change in the geographic location at which the Grantee must perform the services, which adds fifty (50) miles or more to the Grantee’s one-way daily commute; and
|
(v)
|
Any other action or inaction that constitutes a material breach by the Company of the Grantee’s employment agreement, if any, under which the Grantee provides services.
|
(f)
|
“Net Income Growth” has the meaning set forth in the Statement of Management Objectives.
|
(g)
|
“Management Objectives” means the threshold, target and maximum goals (as set forth in the Statement of Management Objectives) established by the Committee on the Date of Grant for the Performance Period with respect to both Net Income Growth and ROIC.
|
(h)
|
“Performance Period” means the three-year period commencing January 1, 2016 and ending on December 31, 2018.
|
(i)
|
“Replacement Award” means an award: (a) of the same type (
e.g.
, performance shares) as the Replaced Award; (b) that has a value at least equal to the value of the Replaced Award; (c) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the
|
(j)
|
“Return on Invested Capital” or “ROIC” has the meaning set forth in the Statement of Management Objectives.
|
(k)
|
“Separation from Service” shall have the meaning given in Code Section 409A, and references to employment termination or termination of employment in this Agreement shall be deemed to refer to a Separation from Service. In accordance with Treasury Regulation §1.409A-1(h)(1)(ii) (or any similar or successor provisions), a Separation from Service shall be deemed to occur, without limitation, if the Company and the Grantee reasonably anticipate that the level of bona fide services the Grantee will perform after a certain date (whether as an employee or as an independent contractor) will permanently decrease to less than fifty percent (50%) of the average level of bona fide services provided in the immediately preceding thirty-six (36) months.
|
(l)
|
“Statement of Management Objectives” means the Statement of Management Objectives for the Performance Period approved by the Committee on the Date of Grant and communicated to the Grantee in writing.
|
2.
|
Earnings of Performance Shares
. If the Performance Shares covered by this Agreement become nonforfeitable and payable (“Vest,” or similar terms), the Grantee will be entitled to settlement of the Vested Performance Shares as specified in Section 8 of this Agreement. The Grantee shall not have the rights of a shareholder with respect to such Performance Shares, except as provided in Section 10, provided that such Performance Shares, together with any additional Performance Shares that the Grantee may become entitled to receive by virtue of a share dividend, a merger or reorganization in which the Company is the surviving corporation or any other change in capital structure, shall be subject to the restrictions hereinafter set forth.
|
3.
|
Restrictions on Transfer of Performance Shares
. Subject to Section 15 of the Plan, the Performance Shares subject to this grant may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by the Grantee, except to the Company, until the Distribution Date;
provided
,
however
, that the Grantee’s rights with respect to such Performance Shares may be transferred by will or pursuant to the laws of descent and distribution. Any purported transfer or encumbrance in violation of the provisions of this Section 3 shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Performance Shares or the underlying Common Shares. The Company in its sole discretion, when and as permitted by the Plan, may waive the restrictions on transferability with respect to all or a portion of the Performance Shares subject to this Agreement.
|
4.
|
Vesting of Performance Shares
. Subject to the terms and conditions of Sections 5, 6 and 7 hereof, the Performance Shares covered by this Agreement shall Vest based on the achievement of the Management Objectives for the Performance Period as follows:
|
(a)
|
The applicable percentage of the Performance Shares that shall be earned by the Grantee for the Performance Period shall be determined by reference to the Statement of Management
|
(b)
|
In the event that achievement with respect to one of the Management Objectives is between the performance levels specified in the Statement of Management Objectives, the applicable percentage of the Performance Shares that shall be earned by the Grantee for the Performance Period for that particular Management Objective shall be determined by the Committee using straight-line mathematical interpolation; and
|
(c)
|
To the extent the Management Objectives are not achieved by the end of the Performance Period, then the Performance Shares evidenced by this Agreement will be forfeited without compensation or other consideration. The Vesting of the Performance Shares pursuant to this Section 4 shall be contingent upon a determination of the Committee that the Management Objectives have been satisfied.
|
5.
|
Effect of Change in Control
. In the event a Change in Control occurs during the Performance Period, the Performance Shares covered by this Agreement shall become Vested to the extent provided in this Section 5.
|
(a)
|
If the Grantee remains in the continuous employ of the Company or a Subsidiary throughout the period beginning on the Date of Grant and ending on the date of a Change in Control, a pro rata amount of Performance Shares (rounded down to the nearest whole Common Share), based on Grantee’s length of employment during the Performance Period, shall become Vested at the greater of (i) the target level or (ii) actual performance level, as determined by the Committee as constituted immediately prior to the Change in Control based on actual performance through the most recent date prior to the Change
in Control for which achievement can be reasonably determined, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 1(i) to replace, adjust or continue the award of Performance Shares covered by this Agreement (the “Replaced Award”). If a Replacement Award is provided, references to Performance Shares in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control.
|
(b)
|
If, upon or after receiving a Replacement Award, the Grantee experiences a termination of employment with the Company or a Subsidiary of the Company (or any of their successors) (as applicable, the “Successor”) by reason of the Grantee terminating employment for Good Reason or the Successor terminating Grantee’s employment other than for Cause, in each case within a period of two years after the Change in Control and during the Performance Period for the Replacement Award, a pro rata amount of the Replacement Award (rounded down to the nearest whole Common Share) shall become Vested based on Grantee’s length of employment during the Performance Period, at the greater of (i) the target level or (ii) the actual performance level, as determined by the Committee as constituted immediately prior to the Change in Control based on actual performance through the most recent date prior to the termination for which achievement can be reasonably determined. Performance Shares that Vest in accordance with this Section 5(b) will be paid in accordance with Section 8(a) of this Agreement.
|
(c)
|
If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding Performance Shares that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be Vested at the time of such Change in Control and will be paid in accordance with Section 8(a) of this agreement.
|
6.
|
Effect of Death, Disability or Retirement
.
|
(a)
|
If during the Performance Period, the Grantee should die or become Disabled while in the employment of the Company or any Subsidiary, then the Grantee shall Vest in 100% of the
|
(b)
|
If the Grantee terminates employment with the Company or any Subsidiary after the Grantee’s normal retirement date (as determined under The Lincoln Electric Company Retirement Annuity Program, whether or not the Grantee participates in that program) (“Retirement”), but prior to the Vesting provided in Section 4 hereof, then the Grantee shall Vest in only a pro rata portion of the Performance Shares, based on the Grantee’s length of employment during the three-year Performance Period, in which the Grantee would have Vested in accordance with the terms and conditions of Section 4 if the Grantee had remained in the continuous employ of the Company or a Subsidiary from the Date of Grant until the end of the Performance Period or the occurrence of a Change in Control to the extent a Replacement Award is not provided, whichever occurs first, reduced by the number of Performance Shares that were otherwise Vested on the date of such retirement. Performance Shares that Vest in accordance with this Section 6(b) will be paid as provided for in Section 8(a) of this Agreement.
|
7.
|
Effect of Termination of Employment and Effect of Competitive Conduct
.
|
(a)
|
In the event that the Grantee’s employment shall terminate in a manner other than any specified in Section 5 or Section 6 hereof, the Grantee shall forfeit any Performance Shares that have not become Vested at the time of such termination.
|
(b)
|
Notwithstanding anything in this Agreement to the contrary, unless otherwise determined by the Company, if the Grantee, either during employment by the Company or a Subsidiary or within six (6) months after termination of such employment, (i) shall become an employee of a competitor of the Company or a Subsidiary or (ii) shall engage in any other conduct that is competitive with the Company or a Subsidiary, in each case as reasonably determined by the Company (“Competition”), then, at the time of such Company determination, the Grantee shall forfeit any Performance Shares that have not become Vested. In addition, if the Company shall so determine, the Grantee shall, promptly upon notice of such determination, (x) return to the Company all the Common Shares that the Grantee has not disposed of that were issued in payment of Performance Shares that became Vested pursuant to this Agreement, including amounts the Grantee elected to defer under Section 9 hereof, within a period of one (1) year prior to the date of the commencement of such Competition if the Grantee is an employee of the Company or a Subsidiary, or within a period of one (1) year prior to termination of employment with the Company or a Subsidiary if the Grantee is no longer an employee of the Company or a Subsidiary, and (y) with respect to any Common Shares so issued in payment of Performance Shares pursuant to this Agreement, that the Grantee has disposed of, including amounts the Grantee elected to defer under Section 9 hereof, pay to the Company in cash the aggregate Market Value per Share of those Common Shares on the Distribution Date, in each case as reasonably determined by the Company. To the extent that such amounts are not promptly paid to the Company, the Company may set off the amounts so payable to it against any amounts (other than amounts of non-qualified deferred compensation as so defined under Section 409A of the Code) that may be owing from time to time by the Company or a Subsidiary to the Grantee, whether as wages or vacation pay or in the form of any other benefit or for any other reason.
|
8.
|
Form and Time of Payment of Performance Shares
.
|
(a)
|
General
. Subject to Section 7(a) and Section 8(b), payment for Vested Performance Shares will be made in Common Shares (rounded down to the nearest whole Common Share) between January 1, 2019 and March 15, 2019.
|
(b)
|
Other Payment Events
. Notwithstanding Section 8(a), to the extent that the Performance Shares are Vested on the dates set forth below, payment with respect to the Performance Shares will be made as follows:
|
9.
|
Deferral of Performance Shares
. The Grantee may elect to defer receipt of the Common Shares underlying the Vested Performance Shares subject to this Agreement beyond the vesting date in Section 4 above, pursuant to and in accordance with the terms of the Deferred Compensation Plan.
|
10.
|
Dividend Equivalents and Other Rights
.
|
(a)
|
Except as provided in this Section, the Grantee shall not have any of the rights of a shareholder with respect to the Performance Shares covered by this Agreement;
provided
,
however
, that any additional Common Shares, share rights or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, separation or reorganization or any other change in the capital structure of the Company shall be subject to the same restrictions as the Performance Shares covered by this Agreement.
|
(b)
|
The Grantee shall have the right to receive dividend equivalents with respect to the Common Shares the Performance Shares on a deferred basis and contingent on vesting of the Performance Shares. Dividend equivalents on the Performance Shares covered by this Agreement shall be sequestered by the Company from and after the Date of Grant until the Distribution Date, whereupon such dividend equivalents shall be paid to the Grantee in the form of cash to the extent such dividend equivalents are attributable to Performance Shares that have become Vested. To the extent that Performance Shares covered by this Agreement are forfeited pursuant to Section 7 hereof, all the dividend equivalents sequestered with respect to such Performance Shares shall also be forfeited. No interest shall be payable with respect to any such dividend equivalents.
|
(c)
|
Under no circumstances, will the Company distribute dividend equivalents paid on Performance Shares until the Grantee’s Distribution Date. The Grantee will not be entitled to vote the Common Shares underlying the Performance Shares until after the Distribution Date.
|
(d)
|
Notwithstanding anything to the contrary in this Section 10, to the extent that any of the Performance Shares Vest pursuant to this Agreement and the Grantee elects pursuant to Section 9 to defer receipt of the Common Shares underlying the Performance Shares beyond such vesting date in accordance with the terms of the Deferred Compensation Plan, then the right to receive dividend equivalents thereafter will be governed by the Deferred Compensation Plan from and after such vesting date.
|
11.
|
Withholding Taxes
. No later than the date as of which an amount first becomes includible in the gross income of the Grantee for applicable income tax purposes with respect to the Performance Shares evidenced by this Agreement, the Grantee shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined
|
12.
|
No Right to Employment
. This award of Performance Shares is a voluntary, discretionary bonus being made on a one-time basis and it does not constitute a commitment to make any future awards. This award and any payments made hereunder will not be considered salary or other compensation for purposes of any severance pay or similar allowance, except as otherwise required by law. The Plan and this Agreement will not confer upon the Grantee any right with respect to the continuance of employment or other service with the Company or any Subsidiary and will not interfere in any way with any right that the Company or any Subsidiary would otherwise have to terminate any employment or other service of the Grantee at any time. For purposes of this Agreement, the continuous employ of the Grantee with the Company or a Subsidiary shall not be deemed interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company or any Subsidiary, by reason of (a) the transfer of his or her employment among the Company and any Subsidiary or (b) an approved leave of absence.
|
13.
|
Relation to Other Benefits
. Any economic or other benefit to the Grantee under this Agreement or the Plan will not be taken into account in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and will not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.
|
14.
|
Agreement Subject to the Plan
. The Performance Shares evidenced by this Agreement and all of the terms and conditions hereof are subject to all of the terms and conditions of the Plan. In the event of any inconsistency between this Agreement and the Plan, the terms of the Plan will govern.
|
15.
|
Data Privacy
.
|
(a)
|
The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Grantee’s personal data as described in this document by and among, as applicable, the Grantee’s employer (the “Employer”), and the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan.
|
(b)
|
The Grantee understands that the Company, its Subsidiaries and the Employer hold certain personal information about the Grantee, including, but not limited to, name, home address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title, any Common Shares or directorships held in the Company, details of all Performance Shares or any other entitlement to Common Shares awarded, canceled, purchased, exercised, vested, unvested or outstanding in the Grantee’s favor for the purpose of implementing, managing and administering the Plan (“Data”).
|
(c)
|
The Grantee understands that the Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country or elsewhere (in particular the United States), including outside the European Economic Area (if applicable), and that the recipient country (
e.g.
, the United States) may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the local human resources representative. The Grantee authorizes the Company, Morgan Stanley Smith Barney, LLC and any other possible recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s
|
16.
|
Amendments
. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto;
provided
,
however
, that no amendment shall adversely affect the rights of the Grantee with respect to Performance Shares without the Grantee’s consent.
|
17.
|
Severability
. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated will be deemed to be separable from the other provisions hereof, and the remaining provisions hereof will continue to be valid and fully enforceable.
|
18.
|
Governing Law/Venue
. This Agreement is made under, and will be construed in accordance with, the internal substantive laws of the State of Ohio. All legal actions or proceedings relating to this Agreement shall be brought exclusively in the U.S. District Court for the Northern District of Ohio, Eastern Division or the Cuyahoga County Court of Common Pleas, located in Cuyahoga County, Ohio.
|
19.
|
Employment Agreement
. The grant of the Performance Shares under this Agreement is contingent upon the Grantee having executed the most recent version of the Company’s Employment Agreement and having returned it to the Company.
|
20.
|
Performance Shares Subject to the Company’s Recovery of Funds Policy
. Notwithstanding anything in this Agreement to the contrary, (a) the Performance Shares covered by this Agreement shall be subject to the Company’s Recovery of Funds Policy (or similar clawback policy), as it may be in effect from time to time, including, without limitation, to implement Section 10D of the Exchange Act and any applicable rules or regulations issued by the U.S. Securities and Exchange Commission or any national securities exchange or national securities association on which the Common Shares may be traded (the “Compensation Recovery Policy”), and (b) the Grantee acknowledges and agrees that any and all applicable provisions of this Agreement shall be deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof.
|
21.
|
Code Section 409A
. To the extent applicable, it is intended that this Agreement be designed and operated within the requirements of Section 409A of the Code (including any applicable exemptions) and, in the event of any inconsistency between any provision of this Agreement or the Plan and Section 409A of the Code, the provisions of Section 409A of the Code shall control. Any provision in the Plan or this Agreement that is determined to violate the requirements of Section 409A of the Code shall be void and without effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Grantee). Any provision that is required by Section 409A of the Code to appear in the Agreement that is not expressly set forth herein shall be deemed to be set forth herein, and the Agreement shall be administered in all respects as if such provision was expressly set forth herein. Any reference in the Agreement to Section 409A of the Code or a Treasury Regulation section shall be deemed to include any similar or successor provisions thereto.
|
22.
|
Electronic Delivery
. The Company may, in its sole discretion, deliver any documents related to the Performance Shares and Grantee’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request Grantee’s consent to participate in the Plan by electronic means. Grantee hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
|
23.
|
Appendix
. Notwithstanding any provisions in this Agreement, the grant of Performance Shares is also subject to the special terms and conditions set forth in
Appendix A
to this Agreement for Grantee’s country. Moreover, if Grantee relocates to one of the countries included in the
Appendix A
, the special terms and conditions for such country will apply to Grantee, to the extent the Company determines that the application of such terms and conditions are necessary or advisable in order to comply with local law or facilitate the administration of the Plan.
Appendix A
constitutes part of this Agreement.
|
|
LINCOLN ELECTRIC HOLDINGS, INC.
|
|
|
|
Christopher L. Mapes
Chairman, President and Chief Executive Officer
|
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
|
Rimrock Corporation
|
United States
|
Rimrock Holdings Corporation
|
United States
|
Robolution GmbH
|
Germany
|
Smart Force, LLC
|
United States
|
Specialised Welding Products Pty. Ltd.
|
Australia
|
SWP N.Z. Limited
|
New Zealand
|
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
|
Wolf Robotics, LLC
|
United States
|
Wolf Robotics do Brasil Sistemas Ltda.
|
Brazil
|
/s/ Christopher L. Mapes
|
|
/s/ Curtis E. Espeland
|
|
/s/ David H. Gunning
|
Christopher L. Mapes, Director
|
|
Curtis E. Espeland, Director
|
|
David H. Gunning, Director
|
February 17, 2016
|
|
February 17, 2016
|
|
February 17, 2016
|
|
|
|
|
|
/s/ Stephen G. Hanks
|
|
/s/ Michael F. Hilton
|
|
/s/ G. Russell Lincoln
|
Stephen G. Hanks, Director
|
|
Michael F. Hilton, Director
|
|
G. Russell Lincoln, Director
|
February 17, 2016
|
|
February 17, 2016
|
|
February 17, 2016
|
|
|
|
|
|
/s/ Kathryn Jo Lincoln
|
|
/s/ William E. MacDonald, III
|
|
/s/ Phillip J. Mason
|
Kathryn Jo Lincoln, Director
|
|
William E. MacDonald, III, Director
|
|
Phillip J. Mason, Director
|
February 17, 2016
|
|
February 17, 2016
|
|
February 17, 2016
|
|
|
|
|
|
/s/ Hellene S. Runtagh
|
|
/s/ George H. Walls, Jr.
|
|
|
Hellene S. Runtagh, Director
|
|
George H. Walls, Jr., Director
|
|
|
February 17, 2016
|
|
February 17, 2016
|
|
|
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 24, 2016
|
|
|
|
|
/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 24, 2016
|
|
|
|
|
/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 24, 2016
|
|
|
|
|
/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
|