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)
|
(216) 481-8100
|
(Registrant’s telephone number, including area code)
|
Not applicable
|
(Former name, former address and former fiscal year, if changed since last report)
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
o
|
|
|
Emerging growth company
o
|
|
|
|
|
|
|
|
||
|
||
|
||
EX-101
|
Instance Document
|
|
EX-101
|
Schema Document
|
|
EX-101
|
Calculation Linkbase Document
|
|
EX-101
|
Label Linkbase Document
|
|
EX-101
|
Presentation Linkbase Document
|
|
EX-101
|
Definition Linkbase Document
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net sales
|
$
|
669,491
|
|
|
$
|
567,646
|
|
|
$
|
1,877,246
|
|
|
$
|
1,710,786
|
|
Cost of goods sold
|
449,975
|
|
|
367,834
|
|
|
1,236,386
|
|
|
1,118,945
|
|
||||
Gross profit
|
219,516
|
|
|
199,812
|
|
|
640,860
|
|
|
591,841
|
|
||||
Selling, general & administrative expenses
|
132,748
|
|
|
117,983
|
|
|
384,964
|
|
|
352,290
|
|
||||
Pension settlement charges (Note 11)
|
5,283
|
|
|
—
|
|
|
5,283
|
|
|
—
|
|
||||
Loss on deconsolidation of Venezuelan subsidiary (Note 1)
|
—
|
|
|
—
|
|
|
—
|
|
|
34,348
|
|
||||
Bargain purchase gain (Note 3)
|
(51,585
|
)
|
|
—
|
|
|
(51,585
|
)
|
|
—
|
|
||||
Operating income
|
133,070
|
|
|
81,829
|
|
|
302,198
|
|
|
205,203
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income
|
1,327
|
|
|
360
|
|
|
3,349
|
|
|
1,225
|
|
||||
Equity earnings in affiliates
|
766
|
|
|
619
|
|
|
2,001
|
|
|
2,084
|
|
||||
Other income
|
1,401
|
|
|
1,303
|
|
|
3,293
|
|
|
2,552
|
|
||||
Interest expense
|
(5,922
|
)
|
|
(3,815
|
)
|
|
(18,333
|
)
|
|
(11,828
|
)
|
||||
Total other income (expense)
|
(2,428
|
)
|
|
(1,533
|
)
|
|
(9,690
|
)
|
|
(5,967
|
)
|
||||
Income before income taxes
|
130,642
|
|
|
80,296
|
|
|
292,508
|
|
|
199,236
|
|
||||
Income taxes (Note 12)
|
24,531
|
|
|
20,257
|
|
|
69,218
|
|
|
54,264
|
|
||||
Net income including non-controlling interests
|
106,111
|
|
|
60,039
|
|
|
223,290
|
|
|
144,972
|
|
||||
Non-controlling interests in subsidiaries’ loss
|
(15
|
)
|
|
(10
|
)
|
|
(32
|
)
|
|
(32
|
)
|
||||
Net income
|
$
|
106,126
|
|
|
$
|
60,049
|
|
|
$
|
223,322
|
|
|
$
|
145,004
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share (Note 2)
|
$
|
1.61
|
|
|
$
|
0.90
|
|
|
$
|
3.40
|
|
|
$
|
2.13
|
|
Diluted earnings per share (Note 2)
|
$
|
1.59
|
|
|
$
|
0.89
|
|
|
$
|
3.35
|
|
|
$
|
2.11
|
|
Cash dividends declared per share
|
$
|
0.35
|
|
|
$
|
0.32
|
|
|
$
|
1.05
|
|
|
$
|
0.96
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income including non-controlling interests
|
$
|
106,111
|
|
|
$
|
60,039
|
|
|
$
|
223,290
|
|
|
$
|
144,972
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|||||
Unrealized gain (loss) on derivatives designated and qualifying as cash flow hedges, net of tax of $239 and $(95) in the three and nine months ended September 30, 2017; $50 and $54 in the three and nine months ended September 30, 2016
|
(684
|
)
|
|
(175
|
)
|
|
563
|
|
|
16
|
|
||||
Defined benefit pension plan activity, net of tax of $2,170 and $2,532 in the three and nine months ended September 30, 2017; $778 and $2,821 in the three and nine months ended September 30, 2016
|
3,958
|
|
|
1,313
|
|
|
5,384
|
|
|
5,548
|
|
||||
Currency translation adjustment
|
18,931
|
|
|
(3,030
|
)
|
|
72,820
|
|
|
2,222
|
|
||||
Other comprehensive income (loss):
|
22,205
|
|
|
(1,892
|
)
|
|
78,767
|
|
|
7,786
|
|
||||
Comprehensive income
|
128,316
|
|
|
58,147
|
|
|
302,057
|
|
|
152,758
|
|
||||
Comprehensive income (loss) attributable to non-controlling interests
|
16
|
|
|
(16
|
)
|
|
47
|
|
|
(73
|
)
|
||||
Comprehensive income attributable to shareholders
|
$
|
128,300
|
|
|
$
|
58,163
|
|
|
$
|
302,010
|
|
|
$
|
152,831
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
|
(UNAUDITED)
|
|
(NOTE 1)
|
||||
ASSETS
|
|
|
|
|
|
||
Current Assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
299,453
|
|
|
$
|
379,179
|
|
Accounts receivable (less allowance for doubtful accounts of $16,427 in 2017; $7,768 in 2016)
|
401,231
|
|
|
273,993
|
|
||
Inventories (Note 6)
|
389,722
|
|
|
255,406
|
|
||
Marketable securities (Note 14)
|
179,284
|
|
|
38,922
|
|
||
Other current assets
|
108,991
|
|
|
96,213
|
|
||
Total Current Assets
|
1,378,681
|
|
|
1,043,713
|
|
||
Property, plant and equipment (less accumulated depreciation of $772,366 in 2017; $716,665 in 2016)
|
475,071
|
|
|
372,377
|
|
||
Goodwill
|
235,899
|
|
|
231,919
|
|
||
Other assets
|
321,452
|
|
|
295,428
|
|
||
TOTAL ASSETS
|
$
|
2,411,103
|
|
|
$
|
1,943,437
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Short-term debt (Note 10)
|
$
|
2,135
|
|
|
$
|
1,889
|
|
Trade accounts payable
|
242,253
|
|
|
176,757
|
|
||
Other current liabilities
|
295,468
|
|
|
209,461
|
|
||
Total Current Liabilities
|
539,856
|
|
|
388,107
|
|
||
Long-term debt, less current portion (Note 10)
|
704,804
|
|
|
703,704
|
|
||
Other liabilities
|
220,515
|
|
|
139,420
|
|
||
Total Liabilities
|
1,465,175
|
|
|
1,231,231
|
|
||
Shareholders’ Equity
|
|
|
|
|
|
||
Common shares
|
9,858
|
|
|
9,858
|
|
||
Additional paid-in capital
|
330,522
|
|
|
309,417
|
|
||
Retained earnings
|
2,389,771
|
|
|
2,236,071
|
|
||
Accumulated other comprehensive loss
|
(250,349
|
)
|
|
(329,037
|
)
|
||
Treasury shares
|
(1,534,650
|
)
|
|
(1,514,832
|
)
|
||
Total Shareholders’ Equity
|
945,152
|
|
|
711,477
|
|
||
Non-controlling interests
|
776
|
|
|
729
|
|
||
Total Equity (Note 5)
|
945,928
|
|
|
712,206
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
2,411,103
|
|
|
$
|
1,943,437
|
|
|
Nine Months Ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||
Net income
|
$
|
223,322
|
|
|
$
|
145,004
|
|
Non-controlling interests in subsidiaries’ loss
|
(32
|
)
|
|
(32
|
)
|
||
Net income including non-controlling interests
|
223,290
|
|
|
144,972
|
|
||
Adjustments to reconcile Net income including non-controlling interests to Net cash
provided by operating activities:
|
|
|
|
|
|
||
Loss on deconsolidation of Venezuelan subsidiary (Note 1)
|
—
|
|
|
34,348
|
|
||
Bargain purchase gain (Note 3)
|
(51,585
|
)
|
|
—
|
|
||
Depreciation and amortization
|
50,457
|
|
|
48,495
|
|
||
Equity earnings in affiliates, net
|
(216
|
)
|
|
(64
|
)
|
||
Deferred income taxes
|
3,129
|
|
|
(12,813
|
)
|
||
Stock-based compensation
|
9,966
|
|
|
7,516
|
|
||
Pension expense and settlement charges (Note 11)
|
816
|
|
|
12,472
|
|
||
Pension contributions and payments
|
(2,724
|
)
|
|
(22,159
|
)
|
||
Other, net
|
2,394
|
|
|
(1,840
|
)
|
||
Changes in operating assets and liabilities, net of effects from acquisitions:
|
|
|
|
|
|
||
Increase in accounts receivable
|
(24,300
|
)
|
|
(11,956
|
)
|
||
Increase in inventories
|
(22,526
|
)
|
|
(7,673
|
)
|
||
Decrease in other current assets
|
515
|
|
|
2,481
|
|
||
(Decrease) increase in trade accounts payable
|
(8,932
|
)
|
|
13,922
|
|
||
Increase in other current liabilities
|
61,332
|
|
|
31,357
|
|
||
Net change in other assets and liabilities
|
3,738
|
|
|
1,122
|
|
||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
245,354
|
|
|
240,180
|
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||
Capital expenditures
|
(38,959
|
)
|
|
(39,377
|
)
|
||
Acquisition of businesses, net of cash acquired (Note 3)
|
(72,468
|
)
|
|
(71,567
|
)
|
||
Proceeds from sale of property, plant and equipment
|
1,994
|
|
|
936
|
|
||
Purchase of marketable securities
|
(145,553
|
)
|
|
—
|
|
||
Proceeds from marketable securities
|
5,190
|
|
|
—
|
|
||
Other investing activities
|
—
|
|
|
(283
|
)
|
||
NET CASH USED BY INVESTING ACTIVITIES
|
(249,796
|
)
|
|
(110,291
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||
Proceeds from short-term borrowings
|
—
|
|
|
1,892
|
|
||
Payments on short-term borrowings
|
—
|
|
|
(1,822
|
)
|
||
Amounts due banks, net
|
(602
|
)
|
|
183,395
|
|
||
Proceeds from long-term borrowings
|
34
|
|
|
261
|
|
||
Payments on long-term borrowings
|
(37
|
)
|
|
(467
|
)
|
||
Proceeds from exercise of stock options
|
14,333
|
|
|
10,418
|
|
||
Purchase of shares for treasury (Note 5)
|
(23,012
|
)
|
|
(288,594
|
)
|
||
Cash dividends paid to shareholders
|
(69,083
|
)
|
|
(66,180
|
)
|
||
Other financing activities
|
(15,561
|
)
|
|
(18,244
|
)
|
||
NET CASH USED BY FINANCING ACTIVITIES
|
(93,928
|
)
|
|
(179,341
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on Cash and cash equivalents
|
18,644
|
|
|
2,197
|
|
||
DECREASE IN CASH AND CASH EQUIVALENTS
|
(79,726
|
)
|
|
(47,255
|
)
|
||
|
|
|
|
||||
Cash and cash equivalents at beginning of period
|
379,179
|
|
|
304,183
|
|
||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
299,453
|
|
|
$
|
256,928
|
|
Standard
|
Description
|
ASU No. 2017-12,
Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities
, issued August 2017.
|
ASU 2017-12 provides updated guidance to more closely align hedge accounting with a company's risk management strategy, to simplify the application of hedge accounting and to better portray the economic results of hedging instruments in the financial statements. The ASU is effective January 1, 2019 and early adoption is permitted. On the date of adoption, the ASU applies to all existing hedging relationships and should be reflected as of the beginning of the respective fiscal year.
|
ASU No. 2017-09,
Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting,
issued May 2017.
|
ASU 2017-09 provides updated guidance about which changes to the terms and conditions of a share-based payment award require an entity to apply modification accounting. Under this ASU, an entity should account for the effects of an award modification unless the fair value, vesting conditions and equity or liability classification of the modified award are the same as the original award. The ASU is effective January 1, 2018, early adoption is permitted and the ASU should be applied prospectively.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income
|
$
|
106,126
|
|
|
$
|
60,049
|
|
|
$
|
223,322
|
|
|
$
|
145,004
|
|
Denominator (shares in 000's):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic weighted average shares outstanding
|
65,806
|
|
|
66,477
|
|
|
65,769
|
|
|
68,081
|
|
||||
Effect of dilutive securities - Stock options and awards
|
896
|
|
|
705
|
|
|
910
|
|
|
703
|
|
||||
Diluted weighted average shares outstanding
|
66,702
|
|
|
67,182
|
|
|
66,679
|
|
|
68,784
|
|
||||
Basic earnings per share
|
$
|
1.61
|
|
|
$
|
0.90
|
|
|
$
|
3.40
|
|
|
$
|
2.13
|
|
Diluted earnings per share
|
$
|
1.59
|
|
|
$
|
0.89
|
|
|
$
|
3.35
|
|
|
$
|
2.11
|
|
Assets acquired and liabilities assumed
|
|
As of July 31, 2017
|
||
Accounts receivable
|
|
$
|
89,710
|
|
Inventory
(1)
|
|
98,529
|
|
|
Property, plant and equipment
(2)
|
|
79,619
|
|
|
Intangible assets
(3)
|
|
11,715
|
|
|
Accounts payable
|
|
(66,959
|
)
|
|
Pension liability
|
|
(67,563
|
)
|
|
Bargain purchase gain
|
|
(51,585
|
)
|
|
Net other assets and liabilities
(4)
|
|
(20,998
|
)
|
|
Total purchase price, net of cash acquired
|
|
$
|
72,468
|
|
(1)
|
A portion of inventories acquired were sold in the third quarter of 2017 resulting in a
$2,314
increase in cost of sales for the amortization of step up in the value of acquired inventories.
|
(2)
|
Property, plant and equipment acquired includes a number of manufacturing and distribution sites, including the related facilities, land and leased sites, and machinery and equipment for use in manufacturing operations.
|
(3)
|
$7,099
of the intangible asset balance was assigned to a trade name expected to have an indefinite life. Of the remaining amount,
$1,183
was assigned to a finite-lived trade name (
10
year weighted average useful life) and
$3,433
was assigned to other intangible assets (
9
year weighted average life).
|
(4)
|
Consists primarily of other accrued liabilities.
|
|
Americas Welding
(1)
|
|
International Welding
(1)
|
|
The Harris
Products Group
|
|
Corporate /
Eliminations
(1)
|
|
Consolidated
|
||||||||||
Three Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
$
|
398,289
|
|
|
$
|
197,617
|
|
|
$
|
73,585
|
|
|
$
|
—
|
|
|
$
|
669,491
|
|
Inter-segment sales
|
25,546
|
|
|
5,451
|
|
|
2,064
|
|
|
(33,061
|
)
|
|
—
|
|
|||||
Total
|
$
|
423,835
|
|
|
$
|
203,068
|
|
|
$
|
75,649
|
|
|
$
|
(33,061
|
)
|
|
$
|
669,491
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBIT
|
$
|
74,096
|
|
|
$
|
10,612
|
|
|
$
|
9,244
|
|
|
$
|
570
|
|
|
$
|
94,522
|
|
Special items charge (gain)
|
5,283
|
|
|
2,314
|
|
|
—
|
|
|
(48,312
|
)
|
|
(40,715
|
)
|
|||||
EBIT
|
$
|
68,813
|
|
|
$
|
8,298
|
|
|
$
|
9,244
|
|
|
$
|
48,882
|
|
|
$
|
135,237
|
|
Interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
1,327
|
|
|||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,922
|
)
|
|||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
130,642
|
|
||||
Three Months Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
$
|
377,520
|
|
|
$
|
119,564
|
|
|
$
|
70,562
|
|
|
$
|
—
|
|
|
$
|
567,646
|
|
Inter-segment sales
|
22,386
|
|
|
3,688
|
|
|
1,856
|
|
|
(27,930
|
)
|
|
—
|
|
|||||
Total
|
$
|
399,906
|
|
|
$
|
123,252
|
|
|
$
|
72,418
|
|
|
$
|
(27,930
|
)
|
|
$
|
567,646
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBIT
|
$
|
68,285
|
|
|
$
|
5,796
|
|
|
$
|
8,757
|
|
|
$
|
913
|
|
|
$
|
83,751
|
|
Special items charge (gain)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
EBIT
|
$
|
68,285
|
|
|
$
|
5,796
|
|
|
$
|
8,757
|
|
|
$
|
913
|
|
|
$
|
83,751
|
|
Interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
360
|
|
|||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,815
|
)
|
|||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
80,296
|
|
||||
Nine Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
$
|
1,186,760
|
|
|
$
|
468,003
|
|
|
$
|
222,483
|
|
|
$
|
—
|
|
|
$
|
1,877,246
|
|
Inter-segment sales
|
75,380
|
|
|
15,214
|
|
|
6,763
|
|
|
(97,357
|
)
|
|
—
|
|
|||||
Total
|
$
|
1,262,140
|
|
|
$
|
483,217
|
|
|
$
|
229,246
|
|
|
$
|
(97,357
|
)
|
|
$
|
1,877,246
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBIT
|
$
|
217,317
|
|
|
$
|
29,713
|
|
|
$
|
27,491
|
|
|
$
|
369
|
|
|
$
|
274,890
|
|
Special items charge (gain)
|
5,283
|
|
|
2,314
|
|
|
—
|
|
|
(40,199
|
)
|
|
(32,602
|
)
|
|||||
EBIT
|
$
|
212,034
|
|
|
$
|
27,399
|
|
|
$
|
27,491
|
|
|
$
|
40,568
|
|
|
$
|
307,492
|
|
Interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
3,349
|
|
|||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
(18,333
|
)
|
||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
292,508
|
|
||||
Nine Months Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
$
|
1,124,900
|
|
|
$
|
376,684
|
|
|
$
|
209,202
|
|
|
$
|
—
|
|
|
$
|
1,710,786
|
|
Inter-segment sales
|
69,673
|
|
|
11,955
|
|
|
6,983
|
|
|
(88,611
|
)
|
|
—
|
|
|||||
Total
|
$
|
1,194,573
|
|
|
$
|
388,639
|
|
|
$
|
216,185
|
|
|
$
|
(88,611
|
)
|
|
$
|
1,710,786
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBIT
|
$
|
194,924
|
|
|
$
|
21,699
|
|
|
$
|
25,752
|
|
|
$
|
1,812
|
|
|
$
|
244,187
|
|
Special items charge (gain)
|
—
|
|
|
—
|
|
|
—
|
|
|
34,348
|
|
|
34,348
|
|
|||||
EBIT
|
$
|
194,924
|
|
|
$
|
21,699
|
|
|
$
|
25,752
|
|
|
$
|
(32,536
|
)
|
|
$
|
209,839
|
|
Interest income
|
|
|
|
|
|
|
|
|
|
|
|
|
1,225
|
|
|||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,828
|
)
|
|||||
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
199,236
|
|
|
Shareholders’
Equity
|
|
Non-controlling
Interests
|
|
Total Equity
|
||||||
Balance at December 31, 2016
|
$
|
711,477
|
|
|
$
|
729
|
|
|
$
|
712,206
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|||
Net income
|
223,322
|
|
|
(32
|
)
|
|
223,290
|
|
|||
Other comprehensive income (loss)
|
78,688
|
|
|
79
|
|
|
78,767
|
|
|||
Total comprehensive income (loss)
|
302,010
|
|
|
47
|
|
|
302,057
|
|
|||
|
|
|
|
|
|
||||||
Cash dividends declared - $1.05 per share
|
(69,622
|
)
|
|
—
|
|
|
(69,622
|
)
|
|||
Issuance of shares under benefit plans
|
24,299
|
|
|
—
|
|
|
24,299
|
|
|||
Purchase of shares for treasury
|
(23,012
|
)
|
|
—
|
|
|
(23,012
|
)
|
|||
Balance at September 30, 2017
|
$
|
945,152
|
|
|
$
|
776
|
|
|
$
|
945,928
|
|
|
|
Three Months Ended September 30, 2017
|
|||||||||||||||||
|
|
Unrealized gain (loss) on derivatives designated and qualifying as cash flow hedges
|
|
Defined benefit pension plan activity
|
|
Currency translation adjustment
|
|
Total
|
|||||||||||
Balance at June 30, 2017
|
|
$
|
1,834
|
|
|
$
|
(94,513
|
)
|
|
$
|
(179,844
|
)
|
|
$
|
(272,523
|
)
|
|||
Other comprehensive income (loss)
before reclassification |
|
(1,814
|
)
|
|
—
|
|
|
18,900
|
|
3
|
|
17,086
|
|
||||||
Amounts reclassified from AOCI
|
|
1,130
|
|
1
|
|
3,958
|
|
2
|
|
—
|
|
|
5,088
|
|
|||||
Net current-period other
comprehensive income (loss) |
|
(684
|
)
|
|
3,958
|
|
|
18,900
|
|
|
22,174
|
|
|||||||
Balance at September 30, 2017
|
|
$
|
1,150
|
|
|
$
|
(90,555
|
)
|
|
$
|
(160,944
|
)
|
|
$
|
(250,349
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
Three Months Ended September 30, 2016
|
|||||||||||||||||
|
|
Unrealized gain (loss) on derivatives designated and qualifying as cash flow hedges
|
|
Defined benefit pension plan activity
|
|
Currency translation adjustment
|
|
Total
|
|||||||||||
Balance at June 30, 2016
|
|
$
|
739
|
|
|
$
|
(95,541
|
)
|
|
$
|
(191,752
|
)
|
|
$
|
(286,554
|
)
|
|||
Other comprehensive income (loss)
before reclassification |
|
170
|
|
|
—
|
|
|
(3,024
|
)
|
3
|
|
(2,854
|
)
|
||||||
Amounts reclassified from AOCI
|
|
(345
|
)
|
1
|
|
1,313
|
|
2
|
|
—
|
|
|
968
|
|
|||||
Net current-period other
comprehensive income (loss) |
|
(175
|
)
|
|
1,313
|
|
|
(3,024
|
)
|
|
(1,886
|
)
|
|||||||
Balance at September 30, 2016
|
|
$
|
564
|
|
|
$
|
(94,228
|
)
|
|
$
|
(194,776
|
)
|
|
$
|
(288,440
|
)
|
|||
|
|
|
|
|
|
|
|
|
(1)
|
During the 2017 period, this AOCI reclassification is a component of Net sales of $
968
(net of tax of $
398
) and Cost of goods sold of $
162
(net of tax of $
25
); during the 2016 period, the reclassification is a component of Net sales of $
(174)
(net of tax of $
(71)
) and Cost of goods sold of $
(171)
(net of tax of $
(46)
). See Note 13 to the consolidated financial statements for additional details.
|
(2)
|
This AOCI component is included in the computation of net periodic pension costs (net of tax of $
2,170
and $
778
during the
three months ended September 30, 2017
and
2016
, respectively). See Note 11 to the consolidated financial statements for additional details.
|
(3)
|
The Other comprehensive income (loss) before reclassifications excludes $
31
and $
(6)
attributable to Non-controlling interests in the
three months ended September 30, 2017
and
2016
, respectively.
|
|
|
Nine Months Ended September 30, 2017
|
|||||||||||||||||
|
|
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, 2016
|
|
$
|
587
|
|
|
$
|
(95,939
|
)
|
|
$
|
(233,685
|
)
|
|
$
|
(329,037
|
)
|
|||
Other comprehensive income (loss)
before reclassification |
|
(1,547
|
)
|
|
—
|
|
|
72,741
|
|
3
|
|
71,194
|
|
||||||
Amounts reclassified from AOCI
|
|
2,110
|
|
1
|
|
5,384
|
|
2
|
|
—
|
|
|
7,494
|
|
|||||
Net current-period other
comprehensive income (loss) |
|
563
|
|
|
5,384
|
|
|
72,741
|
|
|
78,688
|
|
|||||||
Balance at September 30, 2017
|
|
$
|
1,150
|
|
|
$
|
(90,555
|
)
|
|
$
|
(160,944
|
)
|
|
$
|
(250,349
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
Nine Months Ended September 30, 2016
|
|||||||||||||||||
|
|
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, 2015
|
|
$
|
548
|
|
|
$
|
(99,776
|
)
|
|
$
|
(197,039
|
)
|
|
$
|
(296,267
|
)
|
|||
Other comprehensive income (loss)
before reclassification |
|
1,530
|
|
|
(15
|
)
|
|
(580
|
)
|
3
|
|
935
|
|
||||||
Amounts reclassified from AOCI
|
|
(1,514
|
)
|
1
|
|
5,563
|
|
2
|
|
2,843
|
|
4
|
|
6,892
|
|
||||
Net current-period other
comprehensive income (loss) |
|
16
|
|
|
5,548
|
|
|
2,263
|
|
|
7,827
|
|
|||||||
Balance at September 30, 2016
|
|
$
|
564
|
|
|
$
|
(94,228
|
)
|
|
$
|
(194,776
|
)
|
|
$
|
(288,440
|
)
|
|||
|
|
|
|
|
|
|
|
|
(1)
|
During the
2017
period, the AOCI reclassification is a component of Net sales of
$1,580
(net of tax of
$602
) and Cost of goods sold of
$530
(net of tax of
$214
); during the
2016
period, the AOCI reclassification is a component of Net sales of
$(1,113)
(net of tax of
$(418)
) and Cost of goods sold of
$(401)
(net of tax of
$(41)
). See Note 13 to the consolidated financial statements for additional details.
|
(2)
|
The AOCI component is included in the computation of net periodic pension costs (net of tax of
$2,532
and
$2,821
during the
nine months ended September 30, 2017
and
2016
, respectively). See Note 11 to the consolidated financial statements for additional details.
|
(3)
|
The Other comprehensive income (loss) before reclassifications excludes
$79
and
$(41)
attributable to Non-controlling interests in the
nine months ended September 30, 2017
and
2016
, respectively.
|
(4)
|
The reclassification from AOCI reflects foreign currency translation losses recognized due to the Company's deconsolidation of its Venezuelan subsidiary. See Note 1 to the consolidated financial statements for additional details.
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Raw materials
|
$
|
104,713
|
|
|
$
|
76,811
|
|
Work-in-process
|
62,901
|
|
|
40,556
|
|
||
Finished goods
|
222,108
|
|
|
138,039
|
|
||
Total
|
$
|
389,722
|
|
|
$
|
255,406
|
|
|
Nine Months Ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Balance at beginning of year
|
$
|
21,053
|
|
|
$
|
19,469
|
|
Accruals for warranties
|
8,118
|
|
|
9,222
|
|
||
Settlements
|
(8,672
|
)
|
|
(8,529
|
)
|
||
Foreign currency translation and other adjustments
(1)
|
2,368
|
|
|
111
|
|
||
Balance at September 30
|
$
|
22,867
|
|
|
$
|
20,273
|
|
|
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
|
%
|
|
Amount
|
|
Maturity Date
|
|
Interest Rate
|
|||
Series A
|
$
|
100,000
|
|
|
October 20, 2028
|
|
2.75
|
%
|
Series B
|
100,000
|
|
|
October 20, 2033
|
|
3.03
|
%
|
|
Series C
|
100,000
|
|
|
October 20, 2037
|
|
3.27
|
%
|
|
Series D
|
50,000
|
|
|
October 20, 2041
|
|
3.52
|
%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Service cost
|
$
|
925
|
|
|
$
|
4,116
|
|
|
$
|
2,394
|
|
|
$
|
12,985
|
|
Interest cost
|
5,769
|
|
|
5,906
|
|
|
16,843
|
|
|
17,935
|
|
||||
Expected return on plan assets
|
(9,469
|
)
|
|
(8,850
|
)
|
|
(26,710
|
)
|
|
(26,608
|
)
|
||||
Amortization of prior service cost
|
4
|
|
|
(98
|
)
|
|
12
|
|
|
(296
|
)
|
||||
Amortization of net loss
(1)
|
983
|
|
|
2,142
|
|
|
2,994
|
|
|
8,456
|
|
||||
Settlement charges
(2)
|
5,283
|
|
|
—
|
|
|
5,283
|
|
|
—
|
|
||||
Defined benefit plans
|
3,495
|
|
|
3,216
|
|
|
816
|
|
|
12,472
|
|
||||
Multi-employer plans
|
217
|
|
|
192
|
|
|
634
|
|
|
587
|
|
||||
Defined contribution plans
|
6,179
|
|
|
2,244
|
|
|
18,748
|
|
|
6,405
|
|
||||
Total pension cost
(3)
|
$
|
9,891
|
|
|
$
|
5,652
|
|
|
$
|
20,198
|
|
|
$
|
19,464
|
|
(2)
|
Pension settlement charges resulting from lump sum pension payments in the three and nine months ended September 30, 2017.
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
Derivatives by hedge designation
|
|
Other Current Assets
|
|
Other Current Liabilities
|
|
Other Liabilities
|
|
Other Current Assets
|
|
Other Current Liabilities
|
|
Other Liabilities
|
||||||||||||
Designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
$
|
598
|
|
|
$
|
323
|
|
|
$
|
—
|
|
|
$
|
439
|
|
|
$
|
923
|
|
|
$
|
—
|
|
Interest rate swap agreements
|
|
—
|
|
|
—
|
|
|
4,476
|
|
|
—
|
|
|
—
|
|
|
5,439
|
|
||||||
Not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts
|
|
702
|
|
|
2,573
|
|
|
—
|
|
|
746
|
|
|
1,529
|
|
|
—
|
|
||||||
Total derivatives
|
|
$
|
1,300
|
|
|
$
|
2,896
|
|
|
$
|
4,476
|
|
|
$
|
1,185
|
|
|
$
|
2,452
|
|
|
$
|
5,439
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
Derivatives by hedge designation
|
|
Classification of gain (loss)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Not designated as hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
|
Selling, general & administrative expenses
|
|
$
|
1,788
|
|
|
$
|
(2,952
|
)
|
|
$
|
23,031
|
|
|
$
|
(9,862
|
)
|
Commodity contracts
|
|
Cost of goods sold
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(742
|
)
|
Total gain (loss) recognized in AOCI, net of tax
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Foreign exchange contracts
|
|
$
|
51
|
|
|
$
|
(512
|
)
|
Net investment contracts
|
|
1,099
|
|
|
1,099
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
Derivative type
|
|
Gain (loss) reclassified from AOCI to:
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Foreign exchange contracts
|
|
Sales
|
|
$
|
968
|
|
|
$
|
(174
|
)
|
|
$
|
1,580
|
|
|
$
|
(1,113
|
)
|
|
|
Cost of goods sold
|
|
162
|
|
|
(171
|
)
|
|
530
|
|
|
(401
|
)
|
Description
|
|
Balance as of
September 30, 2017 |
|
Quoted Prices
in Active
Markets for
Identical Assets
or Liabilities
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
|
$
|
1,300
|
|
|
$
|
—
|
|
|
$
|
1,300
|
|
|
$
|
—
|
|
Marketable securities
|
|
179,284
|
|
|
—
|
|
|
179,284
|
|
|
—
|
|
||||
Total assets
|
|
$
|
180,584
|
|
|
$
|
—
|
|
|
$
|
180,584
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
|
$
|
2,896
|
|
|
$
|
—
|
|
|
$
|
2,896
|
|
|
$
|
—
|
|
Interest rate swap agreements
|
|
4,476
|
|
|
—
|
|
|
4,476
|
|
|
—
|
|
||||
Contingent considerations
|
|
7,067
|
|
|
—
|
|
|
—
|
|
|
7,067
|
|
||||
Deferred compensation
|
|
28,227
|
|
|
—
|
|
|
28,227
|
|
|
—
|
|
||||
Total liabilities
|
|
$
|
42,666
|
|
|
$
|
—
|
|
|
$
|
35,599
|
|
|
$
|
7,067
|
|
Description
|
|
Balance as of December 31, 2016
|
|
Quoted Prices
in Active
Markets for
Identical Assets
or Liabilities
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
|
$
|
1,185
|
|
|
$
|
—
|
|
|
$
|
1,185
|
|
|
$
|
—
|
|
Marketable securities
|
|
38,922
|
|
|
—
|
|
|
38,922
|
|
|
—
|
|
||||
Total assets
|
|
$
|
40,107
|
|
|
$
|
—
|
|
|
$
|
40,107
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
|
$
|
2,452
|
|
|
$
|
—
|
|
|
$
|
2,452
|
|
|
$
|
—
|
|
Interest rate swap agreements
|
|
5,439
|
|
|
—
|
|
|
5,439
|
|
|
—
|
|
||||
Contingent considerations
|
|
8,154
|
|
|
—
|
|
|
—
|
|
|
8,154
|
|
||||
Forward contract
|
|
15,272
|
|
|
—
|
|
|
—
|
|
|
15,272
|
|
||||
Deferred compensation
|
|
25,244
|
|
|
—
|
|
|
25,244
|
|
|
—
|
|
||||
Total liabilities
|
|
$
|
56,561
|
|
|
$
|
—
|
|
|
$
|
33,135
|
|
|
$
|
23,426
|
|
|
Three Months Ended September 30,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
Increase (Decrease)
2017 vs 2016 |
||||||||||||||
|
Amount
|
|
% of Sales
|
|
Amount
|
|
% of Sales
|
|
$
|
|
%
|
||||||||
Net sales
|
$
|
669,491
|
|
|
|
|
$
|
567,646
|
|
|
|
|
101,845
|
|
|
17.9
|
%
|
||
Cost of goods sold
|
449,975
|
|
|
|
|
367,834
|
|
|
|
|
82,141
|
|
|
22.3
|
%
|
||||
Gross profit
|
219,516
|
|
|
32.8
|
%
|
|
199,812
|
|
|
35.2
|
%
|
|
19,704
|
|
|
9.9
|
%
|
||
Selling, general & administrative expenses
|
132,748
|
|
|
19.8
|
%
|
|
117,983
|
|
|
20.8
|
%
|
|
14,765
|
|
|
12.5
|
%
|
||
Pension settlement charges
|
5,283
|
|
|
|
|
—
|
|
|
|
|
5,283
|
|
|
100.0
|
%
|
||||
Bargain purchase gain
|
(51,585
|
)
|
|
|
|
—
|
|
|
|
|
51,585
|
|
|
100.0
|
%
|
||||
Operating income
|
133,070
|
|
|
19.9
|
%
|
|
81,829
|
|
|
14.4
|
%
|
|
51,241
|
|
|
62.6
|
%
|
||
Interest income
|
1,327
|
|
|
|
|
360
|
|
|
|
|
967
|
|
|
268.6
|
%
|
||||
Equity earnings in affiliates
|
766
|
|
|
|
|
619
|
|
|
|
|
147
|
|
|
23.7
|
%
|
||||
Other income
|
1,401
|
|
|
|
|
1,303
|
|
|
|
|
98
|
|
|
7.5
|
%
|
||||
Interest expense
|
(5,922
|
)
|
|
|
|
(3,815
|
)
|
|
|
|
2,107
|
|
|
55.2
|
%
|
||||
Income before income taxes
|
130,642
|
|
|
19.5
|
%
|
|
80,296
|
|
|
14.1
|
%
|
|
50,346
|
|
|
62.7
|
%
|
||
Income taxes
|
24,531
|
|
|
|
|
20,257
|
|
|
|
|
4,274
|
|
|
21.1
|
%
|
||||
Effective tax rate
|
18.8
|
%
|
|
|
|
25.2
|
%
|
|
|
|
|
|
|
||||||
Net income including non-controlling interests
|
106,111
|
|
|
|
|
60,039
|
|
|
|
|
46,072
|
|
|
76.7
|
%
|
||||
Non-controlling interests in subsidiaries’ loss
|
(15
|
)
|
|
|
|
(10
|
)
|
|
|
|
5
|
|
|
50.0
|
%
|
||||
Net income
|
$
|
106,126
|
|
|
15.9
|
%
|
|
$
|
60,049
|
|
|
10.6
|
%
|
|
46,077
|
|
|
76.7
|
%
|
Diluted earnings per share
|
$
|
1.59
|
|
|
|
|
$
|
0.89
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
Increase (Decrease)
2017 vs 2016
|
||||||||||||||
|
Amount
|
|
% of Sales
|
|
Amount
|
|
% of Sales
|
|
$
|
|
%
|
||||||||
Net sales
|
$
|
1,877,246
|
|
|
|
|
|
$
|
1,710,786
|
|
|
|
|
|
166,460
|
|
|
9.7
|
%
|
Cost of goods sold
|
1,236,386
|
|
|
|
|
|
1,118,945
|
|
|
|
|
|
117,441
|
|
|
10.5
|
%
|
||
Gross profit
|
640,860
|
|
|
34.1
|
%
|
|
591,841
|
|
|
34.6
|
%
|
|
49,019
|
|
|
8.3
|
%
|
||
Selling, general & administrative expenses
|
384,964
|
|
|
20.5
|
%
|
|
352,290
|
|
|
20.6
|
%
|
|
32,674
|
|
|
9.3
|
%
|
||
Pension settlement charges
|
5,283
|
|
|
|
|
|
—
|
|
|
|
|
|
5,283
|
|
|
100.0
|
%
|
||
Loss on deconsolidation of Venezuelan subsidiary
|
—
|
|
|
|
|
|
34,348
|
|
|
|
|
|
(34,348
|
)
|
|
(100.0
|
%)
|
||
Bargain purchase gain
|
(51,585
|
)
|
|
|
|
—
|
|
|
|
|
51,585
|
|
|
100.0
|
%
|
||||
Operating income
|
302,198
|
|
|
16.1
|
%
|
|
205,203
|
|
|
12.0
|
%
|
|
96,995
|
|
|
47.3
|
%
|
||
Interest income
|
3,349
|
|
|
|
|
|
1,225
|
|
|
|
|
|
2,124
|
|
|
173.4
|
%
|
||
Equity earnings in affiliates
|
2,001
|
|
|
|
|
|
2,084
|
|
|
|
|
|
(83
|
)
|
|
(4.0
|
%)
|
||
Other income
|
3,293
|
|
|
|
|
|
2,552
|
|
|
|
|
|
741
|
|
|
29.0
|
%
|
||
Interest expense
|
(18,333
|
)
|
|
|
|
|
(11,828
|
)
|
|
|
|
|
6,505
|
|
|
55.0
|
%
|
||
Income before income taxes
|
292,508
|
|
|
15.6
|
%
|
|
199,236
|
|
|
11.6
|
%
|
|
93,272
|
|
|
46.8
|
%
|
||
Income taxes
|
69,218
|
|
|
|
|
|
54,264
|
|
|
|
|
|
14,954
|
|
|
27.6
|
%
|
||
Effective tax rate
|
23.7
|
%
|
|
|
|
27.2
|
%
|
|
|
|
|
|
|
||||||
Net income including non-controlling interests
|
223,290
|
|
|
|
|
|
144,972
|
|
|
|
|
|
78,318
|
|
|
54.0
|
%
|
||
Non-controlling interests in subsidiaries’ loss
|
(32
|
)
|
|
|
|
|
(32
|
)
|
|
|
|
|
—
|
|
|
—
|
|
||
Net income
|
$
|
223,322
|
|
|
11.9
|
%
|
|
$
|
145,004
|
|
|
8.5
|
%
|
|
78,318
|
|
|
54.0
|
%
|
Diluted earnings per share
|
$
|
3.35
|
|
|
|
|
$
|
2.11
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30th
|
|
|
|
Change in Net Sales due to:
|
|
|
||||||||||||||||||
|
|
Net Sales
2016 |
|
Volume
|
|
Acquisitions
|
|
Price
|
|
Foreign Exchange
|
|
Net Sales
2017 |
||||||||||||
Lincoln Electric Holdings, Inc.
|
|
$
|
567,646
|
|
|
$
|
21,439
|
|
|
$
|
62,660
|
|
|
$
|
10,039
|
|
|
$
|
7,707
|
|
|
$
|
669,491
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
% Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lincoln Electric Holdings, Inc.
|
|
|
|
|
3.8
|
%
|
|
11.0
|
%
|
|
1.8
|
%
|
|
1.4
|
%
|
|
17.9
|
%
|
Nine Months Ended September 30th
|
|
|
|
Change in Net Sales due to:
|
|
|
||||||||||||||||||
|
|
Net Sales
2016 |
|
Volume
|
|
Acquisitions
|
|
Price
|
|
Foreign Exchange
|
|
Net Sales
2017 |
||||||||||||
Lincoln Electric Holdings, Inc.
|
|
$
|
1,710,786
|
|
|
$
|
56,622
|
|
|
$
|
67,352
|
|
|
$
|
37,099
|
|
|
$
|
5,387
|
|
|
$
|
1,877,246
|
|
Lincoln Electric Holdings, Inc. (excluding Venezuela)
|
|
1,699,973
|
|
|
67,435
|
|
|
67,352
|
|
|
37,099
|
|
|
5,387
|
|
|
1,877,246
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
% Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lincoln Electric Holdings, Inc.
|
|
|
|
|
3.3
|
%
|
|
3.9
|
%
|
|
2.2
|
%
|
|
0.3
|
%
|
|
9.7
|
%
|
||||||
Lincoln Electric Holdings, Inc. (excluding Venezuela)
|
|
|
|
4.0
|
%
|
|
4.0
|
%
|
|
2.2
|
%
|
|
0.3
|
%
|
|
10.4
|
%
|
Three Months Ended September 30th
|
|
|
Change in Net Sales due to:
|
|
|
||||||||||||||||||
|
Net Sales
2016 |
|
Volume
(1)
|
|
Acquisitions
(2)
|
|
Price
(3)
|
|
Foreign
Exchange
|
|
Net Sales
2017 |
||||||||||||
Operating Segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Americas Welding
|
$
|
377,520
|
|
|
$
|
8,401
|
|
|
$
|
1,140
|
|
|
$
|
9,197
|
|
|
$
|
2,031
|
|
|
$
|
398,289
|
|
International Welding
|
119,564
|
|
|
7,988
|
|
|
61,520
|
|
|
3,446
|
|
|
5,099
|
|
|
197,617
|
|
||||||
The Harris Products Group
|
70,562
|
|
|
5,050
|
|
|
—
|
|
|
(2,604
|
)
|
|
577
|
|
|
73,585
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
% Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Americas Welding
|
|
|
|
2.2
|
%
|
|
0.3
|
%
|
|
2.4
|
%
|
|
0.5
|
%
|
|
5.5
|
%
|
||||||
International Welding
|
|
|
|
6.7
|
%
|
|
51.5
|
%
|
|
2.9
|
%
|
|
4.3
|
%
|
|
65.3
|
%
|
||||||
The Harris Products Group
|
|
|
|
7.2
|
%
|
|
—
|
|
|
(3.7
|
%)
|
|
0.8
|
%
|
|
4.3
|
%
|
Nine Months Ended September 30th
|
|
|
Change in Net Sales due to:
|
|
|
||||||||||||||||||
|
Net Sales
2016
|
|
Volume
(1)
|
|
Acquisitions
(2)
|
|
Price
(3)
|
|
Foreign
Exchange
|
|
Net Sales
2017
|
||||||||||||
Operating Segments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Americas Welding
|
$
|
1,124,900
|
|
|
$
|
29,928
|
|
|
$
|
5,832
|
|
|
$
|
25,225
|
|
|
$
|
875
|
|
|
$
|
1,186,760
|
|
International Welding
|
376,684
|
|
|
15,712
|
|
|
61,520
|
|
|
11,068
|
|
|
3,019
|
|
|
468,003
|
|
||||||
The Harris Products Group
|
209,202
|
|
|
10,982
|
|
|
—
|
|
|
806
|
|
|
1,493
|
|
|
222,483
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
% Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Americas Welding
|
|
|
|
2.7
|
%
|
|
0.5
|
%
|
|
2.2
|
%
|
|
0.1
|
%
|
|
5.5
|
%
|
||||||
International Welding
|
|
|
|
4.2
|
%
|
|
16.3
|
%
|
|
2.9
|
%
|
|
0.8
|
%
|
|
24.2
|
%
|
||||||
The Harris Products Group
|
|
|
|
5.2
|
%
|
|
—
|
|
|
0.4
|
%
|
|
0.7
|
%
|
|
6.3
|
%
|
|
Three Months Ended September 30,
|
|
Increase (Decrease)
2017 vs. 2016
|
||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
||||||
Americas Welding:
|
|
|
|
|
|
|
|
|
|
|
|
||
Net sales
|
$
|
398,289
|
|
|
$
|
377,520
|
|
|
20,769
|
|
|
5.5
|
%
|
Inter-segment sales
|
25,546
|
|
|
22,386
|
|
|
3,160
|
|
|
14.1
|
%
|
||
Total Sales
|
$
|
423,835
|
|
|
$
|
399,906
|
|
|
23,929
|
|
|
6.0
|
%
|
|
|
|
|
|
|
|
|
||||||
Adjusted EBIT
(3)
|
$
|
74,096
|
|
|
$
|
68,285
|
|
|
5,811
|
|
|
8.5
|
%
|
As a percent of total sales
(1)
|
17.5
|
%
|
|
17.1
|
%
|
|
|
|
|
0.4
|
%
|
||
International Welding:
|
|
|
|
|
|
|
|
|
|
|
|
||
Net sales
|
$
|
197,617
|
|
|
$
|
119,564
|
|
|
78,053
|
|
|
65.3
|
%
|
Inter-segment sales
|
5,451
|
|
|
3,688
|
|
|
1,763
|
|
|
47.8
|
%
|
||
Total Sales
|
$
|
203,068
|
|
|
$
|
123,252
|
|
|
79,816
|
|
|
64.8
|
%
|
|
|
|
|
|
|
|
|
||||||
Adjusted EBIT
(4)
|
$
|
10,612
|
|
|
$
|
5,796
|
|
|
4,816
|
|
|
83.1
|
%
|
As a percent of total sales
(2)
|
5.2
|
%
|
|
4.7
|
%
|
|
|
|
|
0.5
|
%
|
||
The Harris Products Group:
|
|
|
|
|
|
|
|
|
|
|
|
||
Net sales
|
$
|
73,585
|
|
|
$
|
70,562
|
|
|
3,023
|
|
|
4.3
|
%
|
Inter-segment sales
|
2,064
|
|
|
1,856
|
|
|
208
|
|
|
11.2
|
%
|
||
Total Sales
|
$
|
75,649
|
|
|
$
|
72,418
|
|
|
3,231
|
|
|
4.5
|
%
|
|
|
|
|
|
|
|
|
||||||
Adjusted EBIT
|
$
|
9,244
|
|
|
$
|
8,757
|
|
|
487
|
|
|
5.6
|
%
|
As a percent of total sales
|
12.2
|
%
|
|
12.1
|
%
|
|
|
|
|
0.1
|
%
|
||
Corporate / Eliminations:
|
|
|
|
|
|
|
|
||||||
Inter-segment sales
|
$
|
(33,061
|
)
|
|
$
|
(27,930
|
)
|
|
5,131
|
|
|
18.4
|
%
|
Adjusted EBIT
(5)
|
570
|
|
|
913
|
|
|
(343
|
)
|
|
(37.6
|
%)
|
||
Consolidated:
|
|
|
|
|
|
|
|
||||||
Net sales
|
$
|
669,491
|
|
|
$
|
567,646
|
|
|
101,845
|
|
|
17.9
|
%
|
|
|
|
|
|
|
|
|
||||||
Adjusted EBIT
|
$
|
94,522
|
|
|
$
|
83,751
|
|
|
10,771
|
|
|
12.9
|
%
|
|
|
|
|
|
|
|
|
||||||
As a percent of sales
|
14.1
|
%
|
|
14.8
|
%
|
|
|
|
|
(0.7
|
%)
|
(1)
|
Increase for the three months ended September 30, 2017 as compared to September 30, 2016 driven by higher Net sales volumes, partially offset by rising input costs.
|
(2)
|
Increase for the
three months ended September 30, 2017
as compared to
September 30, 2016
driven by higher Net sales volumes.
|
(3)
|
The three months ended September 30, 2017 excludes pension settlement charges related to lump sum pension payments as discussed in Note 11 to the consolidated financial statements.
|
(4)
|
The three months ended September 30, 2017 excludes amortization of step up in value of acquired inventories related to the Air Liquide Welding acquisition as discussed in Note 3 to the consolidated financial statements.
|
(5)
|
The
three months ended September 30, 2017
excludes a bargain purchase gain and acquisition transaction and integration costs related to the Air Liquide Welding acquisition as discussed in Note 3 to the consolidated financial statements.
|
|
Nine Months Ended September 30,
|
|
Increase (Decrease)
2017 vs. 2016 |
||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
||||||
Americas Welding:
|
|
|
|
|
|
|
|
|
|
|
|
||
Net sales
|
$
|
1,186,760
|
|
|
$
|
1,124,900
|
|
|
61,860
|
|
|
5.5
|
%
|
Inter-segment sales
|
75,380
|
|
|
69,673
|
|
|
5,707
|
|
|
8.2
|
%
|
||
Total Sales
|
$
|
1,262,140
|
|
|
$
|
1,194,573
|
|
|
67,567
|
|
|
5.7
|
%
|
|
|
|
|
|
|
|
|
||||||
Adjusted EBIT
(3)
|
$
|
217,317
|
|
|
$
|
194,924
|
|
|
22,393
|
|
|
11.5
|
%
|
As a percent of total sales
(1)
|
17.2
|
%
|
|
16.3
|
%
|
|
|
|
|
0.9
|
%
|
||
International Welding:
|
|
|
|
|
|
|
|
|
|
|
|
||
Net sales
|
$
|
468,003
|
|
|
$
|
376,684
|
|
|
91,319
|
|
|
24.2
|
%
|
Inter-segment sales
|
15,214
|
|
|
11,955
|
|
|
3,259
|
|
|
27.3
|
%
|
||
Total Sales
|
$
|
483,217
|
|
|
$
|
388,639
|
|
|
94,578
|
|
|
24.3
|
%
|
|
|
|
|
|
|
|
|
||||||
Adjusted EBIT
(4)
|
$
|
29,713
|
|
|
$
|
21,699
|
|
|
8,014
|
|
|
36.9
|
%
|
As a percent of total sales
(2)
|
6.1
|
%
|
|
5.6
|
%
|
|
|
|
|
0.5
|
%
|
||
The Harris Products Group:
|
|
|
|
|
|
|
|
|
|
|
|
||
Net sales
|
$
|
222,483
|
|
|
$
|
209,202
|
|
|
13,281
|
|
|
6.3
|
%
|
Inter-segment sales
|
6,763
|
|
|
6,983
|
|
|
(220
|
)
|
|
(3.2
|
%)
|
||
Total Sales
|
$
|
229,246
|
|
|
$
|
216,185
|
|
|
13,061
|
|
|
6.0
|
%
|
|
|
|
|
|
|
|
|
||||||
Adjusted EBIT
|
$
|
27,491
|
|
|
$
|
25,752
|
|
|
1,739
|
|
|
6.8
|
%
|
As a percent of total sales
|
12.0
|
%
|
|
11.9
|
%
|
|
|
|
|
0.1
|
%
|
||
Corporate / Eliminations:
|
|
|
|
|
|
|
|
||||||
Inter-segment sales
|
$
|
(97,357
|
)
|
|
$
|
(88,611
|
)
|
|
8,746
|
|
|
9.9
|
%
|
Adjusted EBIT
(5)
|
369
|
|
|
1,812
|
|
|
(1,443
|
)
|
|
(79.6
|
%)
|
||
Consolidated:
|
|
|
|
|
|
|
|
||||||
Net sales
|
$
|
1,877,246
|
|
|
$
|
1,710,786
|
|
|
166,460
|
|
|
9.7
|
%
|
|
|
|
|
|
|
|
|
||||||
Adjusted EBIT
|
$
|
274,890
|
|
|
$
|
244,187
|
|
|
30,703
|
|
|
12.6
|
%
|
|
|
|
|
|
|
|
|
||||||
As a percent of sales
|
14.6
|
%
|
|
14.3
|
%
|
|
|
|
|
0.3
|
%
|
(1)
|
Increase for the
nine months ended September 30, 2017
as compared to
September 30, 2016
driven by higher Net sales volumes, partially offset by rising input costs.
|
(2)
|
Increase for the
nine months ended September 30, 2017
as compared to
September 30, 2016
driven by higher Net sales volumes, partially offset by higher SG&A costs as a percent of sales related to acquisitions.
|
(3)
|
The nine months ended September 30, 2017 excludes pension settlement charges related to lump sum pension payments as discussed in Note 11 to the consolidated financial statements.
|
(4)
|
The nine months ended September 30, 2017 excludes amortization of step up in value of acquired inventories related to the Air Liquide Welding acquisition as discussed in Note 3 to the consolidated financial statements.
|
(5)
|
The
nine months ended September 30, 2017
excludes a bargain purchase gain and acquisition transaction and integration costs related to the Air Liquide Welding acquisition as discussed in Note 3 to the consolidated financial statements. The
nine months ended September 30, 2016
excludes the loss related to deconsolidation of the Company's Venezuelan subsidiary as discussed in Note 1 to the consolidated financial statements.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Operating income as reported
|
$
|
133,070
|
|
|
$
|
81,829
|
|
|
$
|
302,198
|
|
|
$
|
205,203
|
|
Special items (pre-tax):
|
|
|
|
|
|
|
|
||||||||
Pension settlement charges
(1)
|
5,283
|
|
|
—
|
|
|
5,283
|
|
|
—
|
|
||||
Loss on deconsolidation of Venezuelan subsidiary
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
34,348
|
|
||||
Acquisition transaction and integration costs
(4)
|
3,273
|
|
|
—
|
|
|
11,386
|
|
|
—
|
|
||||
Amortization of step up in value of
acquired inventories
(4)
|
2,314
|
|
|
—
|
|
|
2,314
|
|
|
—
|
|
||||
Bargain purchase gain
(4)
|
(51,585
|
)
|
|
—
|
|
|
(51,585
|
)
|
|
—
|
|
||||
Adjusted operating income
|
$
|
92,355
|
|
|
$
|
81,829
|
|
|
$
|
269,596
|
|
|
$
|
239,551
|
|
|
|
|
|
|
|
|
|
||||||||
Net income as reported
|
$
|
106,126
|
|
|
$
|
60,049
|
|
|
$
|
223,322
|
|
|
$
|
145,004
|
|
Special items (after-tax):
|
|
|
|
|
|
|
|
||||||||
Pension settlement charges
(1)
|
3,260
|
|
|
—
|
|
|
3,260
|
|
|
—
|
|
||||
Loss on deconsolidation of Venezuelan subsidiary
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
33,251
|
|
||||
Income tax valuation reversal
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,196
|
)
|
||||
Acquisition transaction and integration costs
(4)
|
2,229
|
|
|
—
|
|
|
8,457
|
|
|
—
|
|
||||
Amortization of step up in value of
acquired inventories
(4)
|
1,745
|
|
|
—
|
|
|
1,745
|
|
|
—
|
|
||||
Bargain purchase gain
(4)
|
(51,585
|
)
|
|
—
|
|
|
(51,585
|
)
|
|
—
|
|
||||
Adjusted net income
|
$
|
61,775
|
|
|
$
|
60,049
|
|
|
$
|
185,199
|
|
|
$
|
171,059
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share as reported
|
$
|
1.59
|
|
|
$
|
0.89
|
|
|
$
|
3.35
|
|
|
$
|
2.11
|
|
Special items
|
(0.66
|
)
|
|
—
|
|
|
(0.57
|
)
|
|
0.38
|
|
||||
Adjusted diluted earnings per share
|
$
|
0.93
|
|
|
$
|
0.89
|
|
|
$
|
2.78
|
|
|
$
|
2.49
|
|
|
Nine Months Ended September 30,
|
|||||||||
|
2017
|
|
2016
|
|
$ Change
|
|||||
Cash provided by operating activities
(1)
|
$
|
245,354
|
|
|
$
|
240,180
|
|
|
5,174
|
|
Cash used by investing activities
(2)
|
(249,796
|
)
|
|
(110,291
|
)
|
|
(139,505
|
)
|
||
Capital expenditures
|
(38,959
|
)
|
|
(39,377
|
)
|
|
418
|
|
||
Acquisition of businesses, net of cash acquired
|
(72,468
|
)
|
|
(71,567
|
)
|
|
(901
|
)
|
||
Purchase of marketable securities, net of proceeds
|
(140,363
|
)
|
|
—
|
|
|
(140,363
|
)
|
||
Cash used by financing activities
(3)
|
(93,928
|
)
|
|
(179,341
|
)
|
|
85,413
|
|
||
(Payments on) proceeds from short-term borrowings, net
|
(602
|
)
|
|
183,465
|
|
|
(184,067
|
)
|
||
Purchase of shares for treasury
|
(23,012
|
)
|
|
(288,594
|
)
|
|
265,582
|
|
||
Cash dividends paid to shareholders
|
(69,083
|
)
|
|
(66,180
|
)
|
|
(2,903
|
)
|
||
Decrease in Cash and cash equivalents
(4)
|
(79,726
|
)
|
|
(47,255
|
)
|
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
|
September 30, 2016
|
|||
Average operating working capital to net sales
(1)
|
|
20.5
|
%
|
|
15.6
|
%
|
|
17.7
|
%
|
Days sales in Inventories
|
|
108.8
|
|
92.1
|
|
100.3
|
|||
Days sales in Accounts receivable
|
|
58.6
|
|
47.7
|
|
48.2
|
|||
Average days in Trade accounts payable
|
|
54.8
|
|
48.9
|
|
45.3
|
|
|
Twelve Months Ended September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Net income
|
|
$
|
276,717
|
|
|
$
|
193,696
|
|
Rationalization and asset impairment charges, net of tax of ($16)
|
|
—
|
|
|
450
|
|
||
Pension settlement charges, net of tax of $2,023 and $2,438 in 2017 and 2016, respectively
|
|
3,260
|
|
|
3,969
|
|
||
Loss on deconsolidation of Venezuelan subsidiary, net of tax of $1,097
|
|
—
|
|
|
33,251
|
|
||
Income tax valuation reversals
|
|
—
|
|
|
(7,196
|
)
|
||
Venezuela currency devaluation
|
|
—
|
|
|
708
|
|
||
Acquisition transaction and integration costs, net of tax of $2,929
|
|
8,457
|
|
|
—
|
|
||
Amortization of step up in value of acquired inventories, net of tax of $569
|
|
1,745
|
|
|
—
|
|
||
Bargain purchase gain
|
|
(51,585
|
)
|
|
—
|
|
||
Adjusted net income
|
|
$
|
238,594
|
|
|
$
|
224,878
|
|
Plus: Interest expense, net of tax of $9,795 and $6,816 in 2017 and 2016, respectively
|
|
15,789
|
|
|
13,342
|
|
||
Less: Interest income, net of tax of $1,614 and $596 in 2017 and 2016, respectively
|
|
2,602
|
|
|
1,182
|
|
||
Adjusted net income before tax effected interest
|
|
$
|
251,781
|
|
|
$
|
237,038
|
|
|
|
|
|
|
||||
Invested Capital
|
|
September 30, 2017
|
|
September 30, 2016
|
||||
Short-term debt
|
|
$
|
2,135
|
|
|
$
|
183,827
|
|
Long-term debt, less current portion
|
|
704,804
|
|
|
359,831
|
|
||
Total debt
|
|
706,939
|
|
|
543,658
|
|
||
Total equity
|
|
945,928
|
|
|
752,917
|
|
||
Invested capital
|
|
$
|
1,652,867
|
|
|
$
|
1,296,575
|
|
Return on invested capital
|
|
15.2
|
%
|
|
18.3
|
%
|
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
(1)
|
|||||
July 1 - 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
8,802,894
|
|
August 1 - 31, 2017
|
|
98,297
|
|
|
86.65
|
|
|
98,297
|
|
|
8,704,597
|
|
|
September 1 - 30, 2017
|
|
75,722
|
|
|
89.10
|
|
|
75,722
|
|
|
8,628,875
|
|
|
Total
|
|
174,019
|
|
|
87.72
|
|
|
174,019
|
|
|
|
(1)
|
On April 20, 2016, the Company announced that the 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
55 million
shares. Total shares purchased through the share repurchase programs were
46.4 million
shares at a total cost of
$1.7 billion
for a weighted average cost of
$35.85
per share through
September 30, 2017
.
|
10.1
|
|
2005 Deferred Compensation Plan for Executives (Amended and Restated as of January 1, 2018) (filed herewith)
|
31.1
|
|
Certification of the Chairman, President and Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
|
31.2
|
|
Certification of the Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
|
32.1
|
|
Certification of the Chairman, President and Chief Executive Officer (Principal Executive Officer) and Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) 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
|
|
|
LINCOLN ELECTRIC HOLDINGS, INC.
|
|
|
|
|
|
/s/ Geoffrey P. Allman
|
|
|
Geoffrey P. Allman
|
|
|
Senior Vice President, Corporate Controller
|
|
|
(principal accounting officer)
|
|
|
October 30, 2017
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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: October 30, 2017
|
|
|
|
|
/s/ Christopher L. Mapes
|
|
|
Christopher L. Mapes
Chairman, President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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: October 30, 2017
|
|
|
|
|
/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: October 30, 2017
|
|
|
|
|
/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
|