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Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission file number 0-1402

LINCOLN ELECTRIC HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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Ohio

  

34-1860551

(State or other jurisdiction of

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(I.R.S. Employer Identification No.)

incorporation or organization)

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22801 St. Clair Avenue, Cleveland, Ohio

  

44117

(Address of principal executive offices)

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(Zip Code)

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(216) 481-8100

(Registrant’s telephone number, including area code)

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class

   

Trading Symbol

   

Name of each exchange on which registered

Common Shares, without par value

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LECO

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The NASDAQ Stock Market LLC

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Securities registered pursuant to Section 12(g) of the Act: None

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒    No ☐

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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐    No ☒

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒   No ☐

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

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Large accelerated filer

☒

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Accelerated filer

☐

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Non-accelerated filer

☐

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Smaller reporting company

☐

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Emerging growth company

☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(c)) by the registered public accounting firm that prepared or issued its audit report. ☒

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No ☒

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The aggregate market value of the common shares held by non-affiliates as of June 30, 2020 was $4,865,968,514 (affiliates, for this purpose, have been deemed to be Directors and Executive Officers of the Company and certain significant shareholders).

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The number of shares outstanding of the registrant’s common shares as of January 31, 2021 was 59,662,036.

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DOCUMENTS INCORPORATED BY REFERENCE

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Part III of this Annual Report on Form 10-K incorporates by reference certain information from the registrant’s definitive proxy statement with respect to the registrant’s 2021 Annual Meeting of Shareholders.

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Table of Contents

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PART I

ITEM 1. BUSINESS

General

As used in this Annual Report on Form 10-K, the term "Company," except as otherwise indicated by the context, means Lincoln Electric Holdings, Inc. and its wholly-owned and majority-owned subsidiaries for which it has a controlling interest. The Lincoln Electric Company began operations in 1895 and was incorporated under the laws of the State of Ohio in 1906. During 1998, The Lincoln Electric Company reorganized into a holding company structure, and Lincoln Electric Holdings, Inc. became the publicly-held parent of Lincoln Electric subsidiaries worldwide, including The Lincoln Electric Company.

The Company is one of only a few worldwide broad-line manufacturers of welding, cutting and brazing products. The Company is the world leader in the design, development and manufacture of arc welding products, automated joining, assembly and cutting systems, plasma and oxy-fuel cutting equipment. The Company also has a leading global position in brazing and soldering alloys.

The Company’s products include arc welding power sources, plasma cutters, wire feeding systems, robotic welding packages, integrated automation systems, fume extraction equipment, consumable electrodes, fluxes and welding accessories and specialty welding consumables and fabrication. The Company’s product offering also includes computer numeric controlled ("CNC") plasma and oxy-fuel cutting systems and regulators and torches used in oxy-fuel welding, cutting and brazing.

The arc welding power sources and wire feeding systems manufactured by the Company range in technology from basic units used for light manufacturing and maintenance to highly sophisticated robotic applications for high volume production welding and fabrication. Three primary types of arc welding electrodes are produced: (1) coated manual or stick electrodes; (2) solid electrodes produced in coil, reel or drum forms for continuous feeding in mechanized welding; and (3) cored electrodes produced in coil form for continuous feeding in mechanized welding.

The Company has, through wholly-owned subsidiaries, manufacturing facilities located in the United States, Australia, Brazil, Canada, China, Colombia, France, Germany, India, Italy, Mexico, the Netherlands, Poland, Romania, Russia, Spain, Turkey and the United Kingdom.

The Company’s business units are aligned into three operating segments. The operating segments consist of Americas Welding, International Welding and The Harris Products Group. The Americas Welding segment includes welding operations in North and South America. The International Welding segment includes welding operations in Europe, Africa, Asia and Australia. The Harris Products Group includes the Company’s global cutting, soldering and brazing businesses, as well as the retail business in the United States.

Customers

The Company’s products are sold in both domestic and international markets. In the Americas, products are sold principally through industrial distributors, retailers and also directly to users of welding products. Outside of the Americas, the Company has an international sales organization comprised of Company employees and agents who sell products from the Company’s various manufacturing sites to distributors and product users.

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The Company’s major end-user markets include:

●general fabrication,
●energy and process industries,
●heavy industries (heavy fabrication, ship building and maintenance and repair),
●automotive and transportation, and
●construction and infrastructure.

The Company is not dependent on a single customer or a few customers and no individual customer currently accounts for more than ten percent of total Net sales. However, the loss of a large customer could have an adverse effect on the Company’s business. The Company’s operating results are sensitive to changes in general economic conditions. The arc welding and cutting industry is generally a mature industry in developed markets such as North America and Western Europe and is cyclical in nature. Overall demand for arc welding and cutting products is largely determined by economic cycles and the level of capital spending in manufacturing and other industrial sectors. The Company experiences some variability in reported period-to-period results as demand for the Company’s products are mildly seasonal with generally higher demand in the second and third quarters. See "Item 1A. Risk Factors" for further discussion regarding risks associated with customers, general economic conditions and demand.

Competition

Conditions in the arc welding and cutting industry are highly competitive. The Company believes it is the world’s largest manufacturer of consumables and equipment with relatively few major broad-line competitors worldwide, but numerous smaller competitors in specific geographic markets. The Company continues to pursue strategies to heighten its competitiveness in domestic and international markets, which includes positioning low cost manufacturing facilities in most geographical markets. Competition in the arc welding and cutting industry is based on brand preference, product quality, price, performance, warranty, delivery, service and technical support. The Company believes its performance against these factors has contributed to the Company’s position as the leader in the industry.

Most of the Company’s products may be classified as standard commercial articles and are manufactured for stock. The Company believes it has a competitive advantage in the marketplace because of its highly trained technical sales force and the support of its welding research and development staff to assist customers in optimizing their welding applications. This allows the Company to introduce its products to new users and to establish and maintain close relationships with its customers. This close relationship between the technical sales force and the direct customers, together with its supportive relationship with its distributors, who are particularly interested in handling the broad range of the Company’s products, is an important element of the Company’s market success and a valuable asset of the Company.

Raw Materials

The principal raw materials essential to the Company’s business are steel, electronic components, engines, brass, copper, silver, aluminum alloys, robotic components and various chemicals, all of which are normally available for purchase in the open market.

Patents and Trademarks

The Company holds many valuable patents, primarily in arc welding, and actively protects its innovations as research and development has progressed in both the United States and major international jurisdictions. The Company believes its trademarks are an important asset and aggressively pursues brand management.

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Environmental Regulations

The Company’s facilities are subject to environmental regulations. To date, compliance with these environmental regulations has not had a material adverse effect on the Company’s earnings. The Company is ISO 14001 certified at most significant manufacturing facilities in North America and Europe and is progressing towards certification at its remaining facilities worldwide. In addition, the Company is ISO 9001 certified at 47 facilities worldwide.

The Company ensures compliance and the continuous improvement of the environmental performance of its products and operations through its global Environmental, Health, Safety and Quality (“EHS&Q”) systems. The Company’s systems are guided by the Corporate EHS&Q Policy, global directives and corporate standards that establish consistent guidelines for the management, measurement and reporting of environmental, health and safety activities, as well as quality across the Company’s global platform. The Company’s products support our customers' sustainable operations through enhanced worker safety, reduced emissions, improved energy efficiency, reduced waste and regulatory compliance.

International Operations

The Company conducts a significant amount of its business and has a number of operating facilities in countries outside the United States. As a result, the Company is subject to business risks inherent to non-U.S. activities, including political uncertainty, import and export limitations, exchange controls and currency fluctuations.

Human Capital Management

Employee Profile

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The Company’s employees are its most valuable asset as they represent the foundation of the Company and its future success. The number of persons employed by the Company worldwide at December 31, 2020 was approximately 10,700.

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Employee Engagement

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The Company strongly believes that employee engagement drives better business results and that a highly engaged workforce can increase innovation, productivity and bottom-line performance while reducing costs. The Company engages employees through individual, small group and town hall meetings, its Advisory Board, global intranet, employee surveys, resource groups, health and safety communications and initiatives, training and development, employee wellness programs, and an ethics hotline, among other vehicles.

Talent Management and Development

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In order to ensure the competitiveness of our workforce as well as a strong succession pipeline, the Company provides development opportunities to advance skills, knowledge and expertise. The Company’s programs include formal leadership, management and professional development programs, tuition reimbursement for external accredited programs, mentoring, self-guided online courses, instructor-led programs and special project and rotational assignments that can lead to extensive global exposure.

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Diversity and Inclusion

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The Company has a longstanding commitment to equal opportunity in all aspects of employment—including employee compensation, job placement and promotion regardless of gender, race or other personal characteristics. The Company’s culture is underpinned by its core values, including the guiding principles championed by James F. and John C. Lincoln when they founded Lincoln Electric over 125 years ago – The Golden Rule: Treat Others How You Would Like to Be Treated. The Company has implemented several measures that focus on ensuring accountability exists for making progress in diversity. The CEO and other senior leaders have diversity and inclusion objectives as part of their annual

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performance goals. The Company focuses on diverse talent sourcing strategies and partners with external organizations that develop and supply diverse talent. The Company reviews and updates it human resources processes and benchmarks roles and compensation externally on a regular basis to help prevent bias and promote a diverse and inclusive workplace.

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Compensation

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The Company’s compensation program is designed to attract and retain exceptional employees and to maintain a strong pay for performance culture. The Company has designed its compensation system to reflect current best practices, including setting base pay below the competitive market for each position, targeting incentive-based cash compensation above the competitive market and promoting quality corporate governance in compensation decisions.

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The Company’s annual talent and succession planning process reviews 100% of its global professional staff worldwide to support the development of a talent pipeline for critical roles in general management, engineering and operations. This evaluation includes the Company’s CEO as well as segment business and functional leaders, focusing on high potential talent, diverse talent and succession within the Company’s most critical roles.

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The Company believes that the practices outlined above result in sustained increases in shareholder value and reflects its compensation philosophy of aligning long-term pay and performance.

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Health and Safety

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Health and safety is a priority for the Company, its vision is an accident-free workplace with zero safety incidents. The Company follows a rigorous health and safety program that adheres to stringent safety standards and best practices to ensure its manufacturing operations, related processes and products do not negatively impact the health and welfare of its employees, customers and neighbors.

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In addition to Company-led programs and employee engagement in behavior-based safety and wellness committees, the Company is actively engaged in health and safety standard development committees at key industry organizations such as the American Welding Society, the International Institute of Welding and across various International Standards Organization committees to ensure best practices for its employees and end users.

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In 2020, the Company achieved its best safety performance while operating as an “essential business” globally. The Company maintained the health and safety of its employees by implementing best-practice CDC and WHO safety and hygiene protocols, mandated social distancing and face mask use, required daily symptom assessments, restricted travel, maximized flexible and remote work arrangements, and performed regular audits to ensure compliance. These measures were in addition to the Company’s standard health and safety program that adheres to stringent safety standards and best practices to ensure that its operations, related processes and products do not negatively impact the health and welfare of its employees, customers or community.

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Community Engagement

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The Company is an active member in the communities where it lives and works. The Company participates in community meetings, local business associations, offers plant visits, provides grants to nonprofit organizations and donates resources and time through in-kind gifts, employee volunteerism and non-profit board service. The Company’s partnership with academia includes executive-led lectures and donations of equipment and engineering expertise to support lab and research initiatives. In addition, the Company supports community educational / career programming among secondary and high school students in order to address skills gaps in industry and maintain awareness of attractive career pathways in manufacturing.

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Increased outreach was critical in 2020 to safeguard local communities facing the health and economic impact of the coronavirus disease (“COVID-19”) pandemic. Internally, the Company minimized the impact on wages, benefits and bonus programs, with the objective of maintaining its workforce through the pandemic. In addition, the Company’s

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employee assistance program supported eligible employees who required extra financial support. Key 2020 initiatives included emergency grants to foodbank programs, participation in a COVID-19 rapid response fund for the Company’s Cleveland location and personal protection equipment donations to first responders.

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See "Part I, Item 1C" for information regarding the Company’s executive officers, which is incorporated herein by reference.

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Website Access

The Company’s website, www.lincolnelectric.com, is used as a channel for routine dissemination of important information, including news releases and financial information. The Company posts its filings as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission ("SEC"), including annual, quarterly and current reports on Forms 10-K, 10-Q and 8-K; proxy statements; and any amendments to those reports or statements. The Company also posts its Code of Corporate Conduct and Ethics on its website. All such postings and filings are available on the Company’s website free of charge. In addition, this website allows investors and other interested persons to sign up to automatically receive e-mail alerts when news releases and financial information is posted on the website. The SEC also maintains a website, www.sec.gov, that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The content on any website referred to in this Annual Report on Form 10-K is not incorporated by reference into this Annual Report unless expressly noted.

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ITEM 1A. RISK FACTORS

From time to time, information we provide, statements by our employees or information included in our filings with the SEC may contain forward-looking statements that are not historical facts. Those statements are "forward-looking" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the use of words such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," "forecast," "guidance" or words of similar meaning. Actual results may differ materially from such statements due to a variety of factors that could adversely affect the Company’s operating results. Forward-looking statements, and our future performance, operating results, financial position and liquidity, are subject to a variety of factors that could materially affect results, including those risks described below. Forward-looking statements made in this report speak only as of the date of the statement, and, except as required by law, we undertake no obligation to update those statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

In the ordinary course of our business, we face various strategic, operating, compliance and financial risks. These risks could have a material impact on our business, financial condition, operating results and cash flows. Our Enterprise Risk Management ("ERM") process seeks to identify and address significant risks. Our ERM process is a company-wide initiative that is designed with the intent of prioritizing risks and allocating appropriate resources to address such risks. We use the integrated risk framework of the Committee of Sponsoring Organizations to assess, manage and monitor risks.

Management has identified and prioritized critical risks based on the severity and likelihood of each risk and assigned an executive to address each major identified risk area and lead action plans to monitor and mitigate risks, where possible. Our Board of Directors provides oversight of the ERM process and systematically reviews identified critical risks. The Audit Committee also reviews major financial risk exposures and the steps management has taken to monitor and control them.

Our goal is to pro-actively manage risks in a structured approach and in conjunction with the strategic planning process, with the intent to preserve and enhance shareholder value. However, these and other risks and uncertainties could cause our results to vary materially from recent results or from our anticipated future results. The risk factors and uncertainties described below, together with information incorporated by reference or otherwise included elsewhere in this Annual

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Report on Form 10-K, should be carefully considered. Although the risks are organized by headings, and each risk is discussed separately, many are interrelated. Additional risks and uncertainties of which we are currently unaware or that we currently believe to be immaterial may also adversely affect our business.

Risks Related to the COVID-19 pandemic

The COVID-19 pandemic could have a material adverse effect on our ability to operate, results of operations, financial condition, liquidity and capital investments.

In March 2020, the World Health Organization categorized the current COVID-19 as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. COVID-19 continues to spread throughout the United States and other countries across the world, and the ultimate duration and severity on the Company's business remains unknown. The outbreak resulted in governments around the world implementing stringent measures to help control the spread of the virus, including quarantines, “shelter in place” and “stay at home” orders, travel restrictions, business curtailments, school closures and other measures. In addition, governments and central banks in several parts of the world enacted fiscal and monetary stimulus measures to counteract the impacts of COVID-19. Although the Company’s customers have re-opened and increased operating levels, such customers may be forced to close or limit operations should a resurgence of COVID-19 cases occur. Given this continued level of economic and operational uncertainty over the impacts of COVID-19, the ultimate financial impact cannot be reasonably estimated at this time.

The COVID-19 pandemic and similar issues in the future could have a material adverse effect on our ability to operate, results of operations, financial condition, liquidity, and capital investments. In addition, preventive measures we may voluntarily put in place, may have a material adverse effect on our business for an indefinite period of time, such as the potential shut down of certain locations, decreased employee availability, potential border closures, disruptions to the businesses of our channel partners and others. Our suppliers and customers may also face these and other challenges, which could lead to a disruption in our supply chain, as well as decreased customer demand for our products and services. These issues may also materially affect our future access to our sources of liquidity, particularly our cash flows from operations, financial condition, capitalization and capital investments. Although these disruptions may continue to occur, the long-term economic impact and near-term financial impacts of such issues, including, but not limited to, possible impairment, restructuring and other charges, may not be reasonably estimated due to the uncertainty of future developments.

Risks Related to Economic Conditions

General economic, financial and market conditions may adversely affect our financial condition, results of operations and access to capital markets.

Our operating results are sensitive to changes in general economic conditions. Recessionary economic cycles, higher interest rates, inflation, higher labor costs, trade barriers in the world markets, financial turmoil related to sovereign debt and changes in tax laws or trade laws or other economic factors affecting the countries and industries in which we do business could adversely affect demand for our products. An adverse change in demand could impact our results of operations, collection of accounts receivable and our expected cash flow generation from current and acquired businesses, which may adversely impact our financial condition and access to capital markets.

In July 2017, the United Kingdom Financial Conduct Authority, which regulates The London Interbank Offered Rate (“LIBOR”), announced that it intends to phase out LIBOR by the end of 2021. We may need to amend our revolving line of credit and interest rate swap agreements that use LIBOR as a benchmark and we cannot predict what alternative index or other amendments may be negotiated with our counterparties. As a result, the uncertainty regarding the future of LIBOR as well as the transition from LIBOR could have adverse impacts on our financial condition.

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We conduct our sales and distribution operations on a worldwide basis and maintain manufacturing facilities in a number of foreign countries, which subjects us to risks associated with doing business outside the United States.

As a growing global enterprise, the share of sales and profits we derive from our international operations and exports from the United States is significant. This trend increases our exposure to the performance of many developing economies in addition to the developed economies outside of the United States. If international economies were to experience significant slowdowns, it could adversely affect our financial condition, results of operations and cash flows. There are a number of risks in doing business internationally, which may impede our ability to achieve our strategic objectives relating to our foreign operations, including:

●Political and economic uncertainty and social turmoil;
●Corporate governance and management challenges in consideration of the numerous U.S. and foreign laws and regulations, including regulations relating to import-export control, technology transfer restrictions, repatriation of earnings and funds, exchange controls, labor regulations, nationalization, tariffs, data protection and privacy requirements, anti-boycott provisions and anti-bribery laws (such as the Foreign Corrupt Practices Act and the Organization for Economic Cooperation and Development Convention);
●International terrorism and hostilities;
●Changes in the global regulatory environment, including revised or newly created laws, regulations or standards relating to the Company, our products or the markets in which we operate; and
●Significant fluctuations in relative currency values; in particular, an increase in the value of the U.S. dollar against foreign currencies could have an adverse effect on our profitability and financial condition, as well as the imposition of exchange controls, currency devaluations and hyperinflation.

The cyclical nature and maturity of the arc welding and cutting industry in developed markets may adversely affect our performance.

The arc welding and cutting industry is generally a mature industry in developed markets such as North America and Western Europe and is cyclical in nature. Overall demand for arc welding and cutting products is largely determined by the level of capital spending in manufacturing and other industrial sectors, and the welding industry has historically experienced contraction during periods of slowing industrial activity. If economic, business and industry conditions deteriorate, capital spending in those sectors may be substantially decreased, which could reduce demand for our products and have an adverse impact on our revenues and results of operations.

Risks Related to Manufacturing and Operations

Economic and supply disruptions associated with events beyond our control, such as war, acts of terror, political unrest, pandemic, labor disputes or natural disasters could adversely affect our supply chain and distribution channels or result in loss of sales and customers.

Our facilities and operations, and the facilities and operations of our suppliers and customers, could be disrupted by events beyond our control, such as war, political unrest, pandemic, labor disputes or natural disasters. Any such disruption could cause delays in the production and distribution of our products and the loss of sales and customers. Insurance proceeds may not adequately compensate the Company for the losses.

Availability of and volatility in energy costs or raw material prices may adversely affect our performance.

In the normal course of business, we are exposed to market risks related to the availability of and price fluctuations in the purchase of energy and commodities used in the manufacture of our products (primarily steel, brass, copper, silver,

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aluminum alloys, electronic components, electricity and natural gas). The availability and prices for energy costs and raw materials, including steel, nonferrous metals and chemicals, are subject to volatility and are influenced by worldwide economic conditions. They are also influenced by import duties and tariffs (including the Section 232 steel and aluminum tariffs initiated by the U.S. government in 2018), speculative action, world supply and demand balances, inventory levels, availability of substitute materials, currency exchange rates, anticipated or perceived shortages, government trade practices and regulations and other factors.

Increases in the cost of raw materials and components may adversely affect our profitability if we are unable to pass along to our customers these cost increases in the form of price increases or otherwise reduce our cost of goods sold. Although most of the raw materials and components used in our products are commercially available from a number of sources and in adequate supply, any disruption in the availability of such raw materials and components, our inability to timely or otherwise obtain substitutes for such items, or any deterioration in our relationships with or the financial viability of our suppliers could adversely affect our business.

We are subject to risks relating to our information technology systems.

The conduct and management of our business relies extensively on information technology systems, which contain confidential information related to our customers, suppliers and employees and other proprietary business information. We maintain some of these systems and are also dependent on a number of critical corporate infrastructure services provided by third parties relating to, among other things, human resources, electronic communication services and finance functions. Like many multinational companies, our systems are subject to regular cyber attacks and other malicious efforts to cause cyber security incidents. To date, these attacks have not had a material impact on our business or operations. However, if as a result of future attacks, our systems are significantly damaged, cease to function properly or are subject to a significant cyber security breach, we may suffer an interruption in our ability to manage and operate the business, and our results of operations and financial condition could be adversely affected. The Company continues to invest in cyber security, including maintaining and improving cyber security resilience, and the Company’s cyber security risks are monitored by the Audit Committee of our Board of Directors. Nevertheless, due to the nature of cyber threats, there can be no assurance that our preventive efforts can fully mitigate the risks of all cyber incidents, and a significant security breach could result in financial loss, unfavorable publicity, damage to our reputation, loss of our trade secrets and other competitive information, allegations by our customers that we have not performed our contractual obligations, litigation by affected parties and fines and other sanctions resulting from any related breaches of data privacy regulations. Any of these could have an adverse effect on our results of operations and financial condition.

Risks Related to Human Capital

Our operations depend on maintaining a skilled workforce, and any interruption in our workforce could negatively impact our results of operations and financial condition.

Our success depends in part on the efforts and abilities of our management team and key employees. Their skills, experience and industry knowledge significantly benefit our operations and performance. Our future success will also depend on our ability to identify, attract and retain highly qualified managerial and technical (including research and development) personnel. Competition for these individuals is intense, and we may not succeed in identifying, attracting or retaining qualified personnel. With our strategy to expand internationally into developing markets, we may incur additional risks as some developing economies lack a sufficiently trained labor pool.

Any interruption of our workforce, including rationalization efforts related to the integration of acquired businesses, interruptions due to unionization efforts, changes in labor relations or shortages of appropriately skilled individuals could impact our results of operations and financial condition.

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Our defined benefit pension plans are subject to financial market trends, such as changes in discount rates and actual investment return on pension assets, which could adversely affect our results of operations and cash flows.

The performance of the financial markets and interest rates impact our funding obligations under our defined benefit pension plans. Significant changes in discount rates, decreases in the fair value of plan assets and investment losses on plan assets may increase our benefit obligations and adversely impact our results of operations, shareholders’ equity and cash flows through our annual measurement of plan assets and liabilities.

Risks Related to Business Strategy

We may not be able to complete our acquisition or divestiture strategies, successfully integrate acquired businesses and in certain cases we may be required to retain liabilities for certain matters.

Part of our business strategy is to pursue targeted business acquisition opportunities, including foreign investment opportunities. We cannot be certain that we will be successful in pursuing potential acquisition candidates or that the consequences of any acquisition would be beneficial to us. Future acquisitions may expose us to unexpected liabilities and involve the expenditure of significant funds and management time. Further, we may not be able to successfully integrate an acquired business with our existing businesses or recognize the expected benefits from any completed acquisition. Integration efforts may include significant rationalization activities that could be disruptive to the business. Our current operational cash flow is sufficient to fund our acquisition plans, but a significant acquisition could require access to the capital markets.

Additionally, from time to time we may identify assets for strategic divestitures that would increase capital resources available for other activities and create organizational and operational efficiencies. Various factors could materially affect our ability to dispose of such assets or complete announced divestitures, including the receipt of approvals of governmental agencies or third parties and the availability of purchasers willing to acquire the interests or purchase the assets on terms and at prices acceptable to us.

Sellers typically retain certain liabilities or indemnify buyers for certain matters. The magnitude of any such retained liability or indemnification obligation may be difficult to quantify at the time of the transaction and ultimately may be material. Also, as is typical in divestitures, third parties may be unwilling to release us from guarantees or other credit support provided prior to the sale of the divested assets. As a result, after a divestiture, we may remain secondarily liable for the obligations guaranteed or supported to the extent that the buyer of the assets fails to perform these obligations.

If we cannot continue to develop, manufacture and market products that meet customer demands, continue to enforce the intellectual property rights on which our business depends or if third parties assert that we violate their intellectual property rights, our revenues, gross margins and results of operations may suffer.

Our continued success depends, in part, on our ability to continue to meet our customers’ needs for welding and cutting products through the introduction of innovative new products and the enhancement of existing product design and performance characteristics. We must remain committed to product research and development and customer service in order to remain competitive. We cannot be assured that new products or product improvements, once developed, will meet with customer acceptance and contribute positively to our operating results, or that we will be able to continue our product development efforts at a pace to sustain future growth. Further, we may lose customers to our competitors if they demonstrate product design, development or manufacturing capabilities superior to ours.

We rely upon patent, trademark, copyright and trade secret laws in the United States and similar laws in foreign countries, as well as agreements with our employees, customers, suppliers and other third parties, to establish and maintain our intellectual property rights. However, any of our intellectual property rights could be challenged, invalidated or circumvented, or our intellectual property rights may not be sufficient to provide a competitive advantage. Further, the laws and their application in certain foreign countries do not protect our proprietary rights to the same extent as U.S. laws. Accordingly, in certain countries, we may be unable to protect our proprietary rights against unauthorized third-party copying or use, which could impact our competitive position.

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Further, third parties may claim that we or our customers are infringing upon their intellectual property rights. Even if we believe that those claims are without merit, defending those claims and contesting the validity of patents can be time consuming and costly. Claims of intellectual property infringement also might require us to redesign affected products, enter into costly settlements or license agreements, pay costly damage awards or face a temporary or permanent injunction prohibiting us from manufacturing, marketing or selling certain of our products.

The competitive pressures we face could harm our revenue, gross margins and prospects.

We operate in a highly competitive global environment and compete in each of our businesses with other broad-line manufacturers and numerous smaller competitors specializing in particular products. We compete primarily on the basis of brand, product quality, price, performance, warranty, delivery, service and technical support. We have previously initiated, and may in the future initiate significant rationalization activities to align our business to market conditions and improve our overall competitiveness, including with respect to the integration of acquired businesses. Such rationalization activities could fail to deliver the desired competitive cost structure and could result in disruptions in customer service. If our products, services, support and cost structure do not enable us to compete successfully based on any of the criteria listed above, our operations, results and prospects could suffer.

Further, in the past decade, the arc welding industry in the United States and other developed countries has been subject to increased levels of foreign competition as low cost imports have become more readily available. Our competitive position could be harmed if new or emerging competitors become more active in the arc welding business. For example, while steel manufacturers traditionally have not been significant competitors in the domestic arc welding industry, some foreign integrated steel producers manufacture selected consumable arc welding products and robotic arm manufacturers compete in the automated welding and cutting space. In addition, in certain markets of the world, distributors manufacture and sell arc welding products. Our sales and results of operations, as well as our plans to expand in some foreign countries, could be adversely affected by this practice.

We may incur additional restructuring charges as we continue to contemplate rationalization actions in an effort to optimize our cost structure and may not achieve the anticipated savings and benefits of these actions.

We may take additional actions in the future to further optimize our cost structure and improve the efficiency of our operations, which will reduce our profitability in the periods incurred. As a result of these actions, we will likely continue to incur charges, which may include but are not be limited to asset impairments, employee severance costs, charges for pension and other postretirement contractual benefits and pension settlements, any of which could be significant, and could adversely affect our financial condition and results of operations. In addition, we may not realize anticipated savings or benefits from past or future rationalization plans in full or in part or within the time periods we expect. Failure to realize anticipated savings or benefits from our cost reduction actions could have a material adverse effect on our business, financial condition, liquidity, results of operations and cash flows. For more information regarding rationalization plans, refer to the rationalization and asset impairment related disclosure under Note 7 to the Company’s consolidated financial statements.

Risks Related to Legal, Compliance and Regulatory Matters

We are a co-defendant in litigation alleging asbestos induced illness. Liabilities relating to such litigation could reduce our profitability and impair our financial condition.

As of December 31, 2020, we were a co-defendant in cases alleging asbestos induced illness involving claims by approximately 2,769 plaintiffs. In each instance, we are one of a large number of defendants. The asbestos claimants allege that exposure to asbestos contained in welding consumables caused the plaintiffs to develop adverse pulmonary diseases, including mesothelioma and other lung cancers.

Since January 1, 1995, we have been a co-defendant in asbestos cases that have been resolved as follows: 55,493 of those claims were dismissed, 23 were tried to defense verdicts, 7 were tried to plaintiff verdicts (which were reversed or

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resolved after appeal), 1 was resolved by agreement for an immaterial amount and 1,008 were decided in favor of the Company following summary judgment motions.

The long-term impact of the asbestos loss contingency, in the aggregate, on operating results, operating cash flows and access to capital markets is difficult to assess, particularly since claims are in many different stages of development and we benefit significantly from cost-sharing with co-defendants and insurance carriers. While we intend to contest these lawsuits vigorously, and believe we have applicable insurance relating to these claims, there are several risks and uncertainties that may affect our liability for personal injury claims relating to exposure to asbestos, including the future impact of changing cost sharing arrangements or a change in our overall trial experience.

Asbestos use in welding consumables in the U.S. ceased in 1981.

We may incur material losses and costs as a result of product liability claims that may be brought against us or failure to meet contractual performance commitments.

Our business exposes us to potential product liability risks that are inherent in the design, manufacture, sale and application of our products and the products of third-party suppliers that we utilize or resell. Our products are used in a variety of applications, including infrastructure projects such as oil and gas pipelines and platforms, buildings, bridges and power generation facilities, the manufacture of transportation and heavy equipment and machinery and various other construction projects. We face risk of exposure to product liability claims in the event that accidents or failures on these projects result, or are alleged to result, in bodily injury or property damage. Further, our products are designed for use in specific applications, and if a product is used inappropriately, personal injury or property damage may result. In certain cases, we design automated welding systems for use in a customer’s production facilities (including automotive production facilities), which could expose us to financial losses or professional liability.

The occurrence of defects in or failures of our products, or the misuse of our products in specific applications, could cause termination of customer contracts, increased costs and losses to us, our customers and other end users. We cannot be assured that we will not experience any material product liability losses in the future or that we will not incur significant costs to defend those claims. Further, we cannot be assured that our product liability insurance coverage will be adequate for any liabilities that we may ultimately incur or that product liability insurance will continue to be available on terms acceptable to us. Even if we are successful defending such claims or product liability coverage is adequate, claims of this nature could cause customers to lose confidence in our products and our Company. Warranty claims are not generally covered by insurance and we may incur significant warranty costs in the future for which we would not be reimbursed.

We may incur losses if we do not achieve contractual commitments, including project performance requirements or project schedules. Project performance can be affected by a number of factors, including but not limited to, availability of materials, changes in the project scope of services, environmental conditions or labor disruptions. In addition, our backlog consists of the expected revenue from projects for which we have an executed contract or commitment with a customer. Project cancellations, scope adjustments, deferrals or changes in cost estimates may reduce the dollar amount of revenue and profits that we actually earn.

Changes in tax rates or exposure to additional income tax liabilities could affect profitability.

Our business is subject to income taxes in the United States and various foreign jurisdictions. Domestic and international tax liabilities are subject to the allocation of income among various tax jurisdictions. Our effective tax rate could be adversely affected by changes in the mix among earnings in countries with differing statutory tax rates, changes in the valuation allowances of deferred tax assets or changes in tax laws.

The amount of income taxes paid is subject to ongoing audits by the United States federal, state and local tax authorities and by foreign tax authorities. If these audits result in assessments different from amounts reserved, future financial results may include unfavorable adjustments which could have a material adverse effect on our results of operations.

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Our global operations are subject to increasingly complex environmental regulatory requirements.

We are subject to increasingly complex environmental regulations affecting international manufacturers, including those related to air and water emissions, waste management and climate change. Some environmental laws impose strict, retroactive and joint and several liability for the remediation of the release of hazardous substances, even for conduct that was lawful at the time it occurred, or for the conduct of or conditions caused by prior operators, predecessors or third parties. Failure to comply with environmental laws could expose us to penalties or clean-up costs, civil or criminal liability and sanctions on certain of our activities, as well as damage to property or natural resources. These liabilities, sanctions, damages and remediation efforts related to any non-compliance with such laws and regulations could negatively impact our ability to conduct our operations and our financial condition and results of operations. In addition, there can be no assurances that we will not be adversely affected by costs, liabilities or claims with respect to existing or subsequently acquired operations or under present laws and regulations or those that may be adopted or imposed in the future.

Changes in environmental laws or regulations could result in higher expenses and payments, and uncertainty relating to environmental laws or regulations may also affect how we conduct our operations and structure our investments and could limit our ability to enforce our rights. Changes in environmental and climate change laws or regulations, including laws relating to greenhouse gas emissions, could subject us to additional costs and restrictions, including increased energy and raw material costs. If environmental laws or regulations are either changed or adopted and impose significant operational restrictions and compliance requirements upon us or our products, they could negatively impact our business, capital expenditures, results of operations, financial condition and competitive position.

It is our policy to apply strict standards for environmental protection to all of our operations inside and outside of the United States, even when we are not subject to local government regulations. We may incur substantial costs, including cleanup costs, fines and civil or criminal sanctions, liabilities resulting from third-party property damage or personal injury claims, or our products could be prohibited from entering certain jurisdictions, if we were to violate or become liable under environmental laws, if our products become non-compliant with environmental laws or if we were to undertake environmental protection actions voluntarily.

We also face increasing complexity in our products design and procurement operations as we adjust to new and future requirements relating to the design, production and labeling of our products that are sold worldwide in multiple jurisdictions. The ultimate costs under environmental laws and the timing of these costs are difficult to predict.

​

​

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

​

12

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​

ITEM 1C. INFORMATION ABOUT OUR EXECUTIVE OFFICERS

EXECUTIVE OFFICERS OF THE REGISTRANT

​

​

​

​

​

​

Name

 

Age

 

Position

Christopher L. Mapes

​

59

​

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.

Gabriel Bruno

​

53

​

Executive Vice President, Chief Financial Officer and Treasurer since April 22, 2020; Executive Vice President, Finance from January 1, 2019 to April 22, 2020; Executive Vice President, Chief Human Resources Officer from July 1, 2016 to January 1, 2019; Executive Vice President, Chief Human Resources Officer and Chief Information Officer from February 18, 2016 to July 1, 2016; Executive Vice President, Chief Information Officer and Interim Chief Human Resources Officer from March 7, 2015 to February 18, 2016; Executive Vice President, Chief Information Officer from February 19, 2014 to March 7, 2015; Vice President, Chief Information Officer from May 1, 2012 to February 19, 2014; Vice President, Corporate Controller from 2005 to May 1, 2012.

Jennifer I. Ansberry

​

47

​

Executive Vice President, General Counsel and Secretary since April 20, 2017; Vice President, Deputy General Counsel from August 1, 2014 to April 20, 2017; Deputy General Counsel from 2004 to August 1, 2014.

Steven B. Hedlund

​

54

​

Executive Vice President and President, Americas and International Welding since October 21, 2020; Executive Vice President and President, International Welding from June 1, 2017 to October 21, 2020; Senior Vice President and President, Global Automation from January 22, 2015 to June 1, 2017; 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.

Michele R. Kuhrt

​

54

​

Executive Vice President, Chief Human Resources Officer since February 25, 2019; Executive Vice President, Chief Information Officer from July 1, 2016 to February 25, 2019; Senior Vice President, Tax from 2006 to July 1, 2016.

David J. Nangle

​

64

​

Executive Vice President, President, Harris Products Group since July 27, 2018; Senior Vice President, President, Harris Products Group from February 19, 2014 to July 27, 2018; Vice President, Group President of Brazing, Cutting and Retail Subsidiaries from January 12, 2006 to February 19, 2014.

Geoffrey P. Allman

​

50

​

Senior Vice President, Strategy and Business Development since January 1, 2019; Senior Vice President, Corporate Controller from January 14, 2014 to January 1, 2019; Corporate Controller from July 1, 2012 to January 14, 2014; Director, Regional Finance North America from October 1, 2009 to July 1, 2012.

Thomas A. Flohn

​

60

​

Senior Vice President, President, International Welding since December 10, 2020; Senior Vice President, President, Asia Pacific Region from February 19, 2014 to December 10, 2020; Vice President, Regional President, Lincoln Electric Asia Pacific Region from November 4, 2013 to February 19, 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 July 1, 2010.

Douglas S. Lance

​

53

​

Senior Vice President, President, North America Welding since February 17, 2021; Senior Vice President, President, Cleveland Operations from September 1, 2016 to February 17, 2021; Senior Vice President, North American Operations from February 19, 2014 to September 1, 2016; Vice President, Operations from January 1, 2012 to February 19, 2014.

Michael Mintun

​

58

​

Senior Vice President, Sales, Americas Welding since February 17, 2021; Senior Vice President, Sales and Marketing, North America from February 19, 2014 to February 17, 2021; Vice President, Sales and Marketing, North America from January 1, 2013 to February 19, 2014; Vice President, Sales, North America from January 1, 2008 to January 1, 2013.

​

​

​

​

​

Michael J. Whitehead

​

47

​

Senior Vice President, President, Global Automation, Cutting and Additive Businesses since January 1, 2019; Senior Vice President, Strategy and Business Development from August 1, 2016 to January 1, 2019; President, Lincoln Canada from January 1, 2015 to August 1, 2016; Director, New Product Development, Consumables R&D from January 1, 2012 to January 1, 2015.

​

The Company has been advised that there is no arrangement or understanding among any one of the officers listed and any other persons pursuant to which he or she was elected as an officer. The executive officers are elected by the Board of Directors normally for a term of one year and/or until the election of their successors.

​

ITEM 2. PROPERTIES

The Company’s corporate headquarters and principal United States manufacturing facilities are located in the Cleveland, Ohio area. Total Cleveland area property consists of 244 acres, of which present manufacturing facilities comprise an area of approximately 3,017,090 square feet.

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​

The Company has 55 manufacturing facilities, including operations and joint ventures in 18 countries, the significant locations (grouped by operating segment) of which are as follows:

​

​

​

​

Americas Welding:

    

​

United States

​

Cleveland, Columbus, Coldwater and Fort Loramie, Ohio; San Diego, California; Reno, Nevada; Ladson, South Carolina; Chattanooga, Tennessee; Detroit, Michigan; Fort Collins, Colorado; Bettendorf, Iowa; Churubusco, Indiana.

Brazil

​

Guarulhos; Indaiatuba.

Canada

​

Toronto; Mississauga; Hamilton; Montreal; Vankleek Hill.

Colombia

​

Bogota.

Mexico

​

Mexico City; Torreon.

International Welding:

​

​

Australia

​

Newcastle; Gladstone.

China

​

Tangshan; Shanghai; Nanjing; Zhengzhou.

France

​

Grand-Quevilly; Partheny.

Germany

​

Essen; Eisenberg; Frankfurt.

India

​

Chennai.

Italy

​

Corsalone; Due Carrare; Verona.

Netherlands

​

Nijmegen.

Poland

​

Bielawa; Dzierzoniow.

Romania

​

Buzau.

Russia

​

Mtsensk.

Spain

​

Zaragoza.

Turkey

​

Istanbul.

United Kingdom

​

Sheffield, England; Port Talbot, Wales.

The Harris Products Group:

​

​

United States

​

Mason, Ohio; Gainesville, Georgia; Winston Salem, North Carolina.

Brazil

​

Maua.

Poland

​

Dzierzoniow.

​

All properties relating to the Company’s Cleveland, Ohio headquarters and manufacturing facilities are owned by the Company. Most of the Company’s foreign subsidiaries own manufacturing facilities in the country where they are located. The Company believes that its existing properties are in good condition and are suitable for the conduct of its business.

In addition, the Company maintains operating leases for some manufacturing facilities, distribution centers and sales offices throughout the world. Refer to Note 18 to the consolidated financial statements for information regarding the Company’s lease commitments.

​

ITEM 3. LEGAL PROCEEDINGS

The Company is subject, from time to time, to a variety of civil and administrative proceedings arising out of its normal operations, including, without limitation, product liability claims, regulatory claims and health, safety and environmental claims. Among such proceedings are the cases described below.

As of December 31, 2020, the Company was a co-defendant in cases alleging asbestos induced illness involving claims by approximately 2,769 plaintiffs, which is a net decrease of 5 claims from those previously reported. In each instance, the Company is one of a large number of defendants. The asbestos claimants seek compensatory and punitive damages,

14

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​

in most cases for unspecified sums. Since January 1, 1995, the Company has been a co-defendant in other similar cases that have been resolved as follows: 55,493 of those claims were dismissed, 23 were tried to defense verdicts, 7 were tried to plaintiff verdicts (which were reversed or resolved after appeal), 1 was resolved by agreement for an immaterial amount and 1,008 were decided in favor of the Company following summary judgment motions.

​

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

​

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s common shares are traded on The NASDAQ Global Select Market under the symbol "LECO." The number of record holders of common shares at December 31, 2020 was 2,192.

Issuer purchases of equity securities for the fourth quarter 2020 were:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total Number of

​

​

​

    

​

    

​

​

    

Shares

    

Maximum Number

​

​

​

​

​

​

​

Repurchased

​

of Shares that May

​

​

Total Number of

​

​

​

​

as Part of Publicly

​

Yet be Purchased

​

​

Shares

​

Average Price

​

Announced Plans or

​

Under the Plans or

Period

​

Repurchased

​

Paid Per Share

​

Programs

​

Programs (2) (3)

October 1-31, 2020

 

1,301

(1)​

$

100.41

 

—

 

11,453,193

November 1-30, 2020

 

5

(1)​

 

102.79

 

—

 

11,453,193

December 1-31, 2020

 

1,066

(1)​

 

117.63

 

—

 

11,453,193

Total

 

2,372

​

 

108.15

 

—

 

  

​

(1)The above share repurchases include the surrender of the Company’s common shares in connection with the vesting of restricted awards.
(2)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 program were 53.5 million shares at a cost of $2.3 billion for a weighted average cost of $42.53 per share through December 31, 2020.
(3)On February 12, 2020, the Company’s Board of Directors authorized a new share repurchase program for up to an additional 10 million shares of the Company’s common stock.

15

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​

The following line graph compares the yearly percentage change in the cumulative total shareholder return on the Company’s common stock against the cumulative total return of the S&P Composite 500 Stock Index ("S&P 500") and the S&P 400 MidCap Index ("S&P 400") for the five-year calendar period commencing January 1, 2016 and ending December 31, 2020. This graph assumes that $100 was invested on December 31, 2015 in each of the Company’s common shares, the S&P 500 and the S&P 400. A peer-group index for the welding industry, in general, is not readily available because the industry is comprised of a large number of privately held competitors and competitors that are smaller parts of large publicly traded companies.

Graphic

​

ITEM 6. SELECTED FINANCIA DATA

Omitted.

​

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Dollars in thousands, except per share amounts)

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read together with "Selected Financial Data," the Company’s consolidated financial statements and other financial information included elsewhere in this Annual Report on Form 10-K. This Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those indicated in the forward-looking statements. See "Item 1A. Risk Factors" for more information regarding forward-looking statements.

16

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​

General

The Company is the world’s largest designer and manufacturer of arc welding and cutting products, manufacturing a broad line of arc welding equipment, consumable welding products and other welding and cutting products.

The Company is one of only a few worldwide broad-line manufacturers of welding, cutting and brazing products. The Company is the world leader in the design, development and manufacture of arc welding products, automated joining, assembly and cutting systems, plasma and oxy-fuel cutting equipment. The Company also has a leading global position in brazing and soldering alloys.

The Company’s products include arc welding power sources, plasma cutters, wire feeding systems, robotic welding packages, integrated automation systems, fume extraction equipment, consumable electrodes, fluxes and welding accessories and specialty welding consumables and fabrication. The Company’s product offering also includes computer numeric controlled ("CNC") plasma and oxy-fuel cutting systems and regulators and torches used in oxy-fuel welding, cutting and brazing.

The Company invests in the research and development of arc welding products in order to continue its market leading product offering. The Company continues to invest in technologies that improve the quality and productivity of welding products. In addition, the Company actively protects its innovations as research and development has progressed in both the United States and other major international jurisdictions. The Company believes its significant investment in research and development and its highly trained technical sales force coupled with its extensive distributor network provide a competitive advantage in the marketplace.

The Company’s products are sold in both domestic and international markets. In the Americas, products are sold principally through industrial distributors, retailers and also directly to users of welding products. Outside of the Americas, the Company has an international sales organization comprised of Company employees and agents who sell products from the Company’s various manufacturing sites to distributors and product users.

The Company’s major end-user markets include:

●general fabrication,
●energy and process industries,
●heavy industries (heavy fabrication, ship building and maintenance and repair),
●automotive and transportation, and
●construction and infrastructure.

The Company has, through wholly-owned subsidiaries, manufacturing facilities located in the United States, Australia, Brazil, Canada, China, Colombia, France, Germany, India, Italy, Mexico, the Netherlands, Poland, Romania, Russia, Spain, Turkey and the United Kingdom.

The principal raw materials essential to the Company’s business are steel, electronic components, engines, brass, copper, silver, aluminum alloys, robotic components and various chemicals, all of which are normally available for purchase in the open market.

The Company’s facilities are subject to environmental regulations. To date, compliance with these environmental regulations has not had a material adverse effect on the Company’s earnings. The Company is ISO 14001 certified at most significant manufacturing facilities in North America and Europe and is progressing towards certification at its remaining facilities worldwide. In addition, the Company is ISO 9001 certified at 47 facilities worldwide.

The Company ensures compliance and the continuous improvement of the environmental performance of its products and operations through its global Environmental, Health, Safety and Quality (“EHS&Q”) systems. The Company’s systems are guided by the Corporate EHS&Q Policy, global directives and corporate standards that establish consistent guidelines for the management, measurement and reporting of environmental, health and safety activities, as well as

17

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​

quality across the Company’s global platform. The Company’s products support our customers' sustainable operations through enhanced worker safety, reduced emissions, improved energy efficiency, reduced waste and regulatory compliance.

COVID-19 Assessment

In March 2020, the World Health Organization categorized the current coronavirus disease (“COVID-19”) as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. COVID-19 continues to spread throughout the United States and other countries across the world, and the ultimate duration and severity on the Company's business remains unknown. The outbreak resulted in governments around the world implementing stringent measures to help control the spread of the virus, including quarantines, “shelter in place” and “stay at home” orders, travel restrictions, business curtailments, school closures and other measures. In addition, governments and central banks in several parts of the world enacted fiscal and monetary stimulus measures to counteract the impacts of COVID-19.

During the COVID-19 pandemic, substantially all of the Company’s global businesses have continued to operate within a critical infrastructure sector (as established by the Cybersecurity & Infrastructure Security Agency of the U.S. Department of Homeland Security, as well as other governments worldwide) and as a result, the Company has been able to meet the demand of its customers in the various markets it serves. The Company has taken actions to protect the health and well-being of employees, while maintaining its workforce to serve customer requirements. These actions did not and are not expected to have a material negative impact on the Company’s profitability. Although the Company’s customers have re-opened and increased operating levels, such customers may be forced to close or limit operations should a resurgence of COVID-19 cases occur. Given this continued level of economic and operational uncertainty over the impacts of COVID-19, the ultimate financial impact cannot be reasonably estimated at this time.

During March 2020, the Coronavirus Aid, Relief and Economic Security Act, the Families First Coronavirus Response Act and several other state and local legislative acts were signed and enacted into law. A second legislative act under the Coronavirus Aid, Relief and Economic Security Act occurred on December 27, 2020. The Company continues to evaluate the impact of the new laws on its business, and does not expect a material impact to its consolidated financial statements.

For further discussion of this matter, refer “Item 1A. Risk Factors”.

Key Indicators

Key economic measures relevant to the Company include industrial production trends, steel consumption, purchasing manager indices, capacity utilization within durable goods manufacturers and consumer confidence indicators. Key industries which provide a relative indication of demand drivers to the Company include steel, farm machinery and equipment, construction and transportation, fabricated metals, electrical equipment, ship and boat building, defense, truck manufacturing, energy and railroad equipment. Although these measures provide key information on trends relevant to the Company, the Company does not have available a more direct correlation of leading indicators which can provide a forward-looking view of demand levels in the markets which ultimately use the Company’s welding products.

Key operating measures utilized by the operating units to manage the Company include orders, sales, inventory and fill-rates, all of which provide key indicators of business trends. These measures are reported on various cycles including daily, weekly and monthly depending on the needs established by operating management.

Key financial measures utilized by the Company’s executive management and operating units in order to evaluate the results of its business and in understanding key variables impacting the current and future results of the Company include: sales; gross profit; selling, general and administrative expenses; operating income; earnings before interest and taxes; earnings before interest, taxes and bonus; net income; adjusted operating income; adjusted earnings before interest and income taxes; adjusted earnings before interest, taxes and bonus; adjusted net income; adjusted diluted earnings per share; operating cash flows; and capital expenditures, as well as applicable ratios such as return on invested capital and

18

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​

average operating working capital to sales. These measures are reviewed at monthly, quarterly and annual intervals and compared with historical periods, as well as objectives established by the Board of Directors of the Company.

​

The discussion that follows includes a comparison of our results of operations, liquidity and capital resources for fiscal years ended December 31, 2020 and 2019. For a comparison of the Company’s results of operations, liquidity and capital resources for the fiscal years ended December 31, 2019 and 2018, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on February 27, 2020.

Results of Operations

The following table shows the Company’s results of operations:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

 

​

​

​

​

​

​

​

​

​

​

​

​

Favorable  (Unfavorable) 

 

​

2020

​

2019

​

2020 vs. 2019

​

​

Amount

    

% of Sales

    

Amount

    

% of Sales

    

$

    

%

 

Net sales

$

2,655,400

​

​

​

​

$

3,003,272

 

​

​

$

(347,872)

 

(11.6)

%

Cost of goods sold

 

1,784,059

​

 

​

​

 

1,995,685

 

​

​

  

211,626

 

10.6

%

Gross profit

 

871,341

​

 

32.8

%

 

1,007,587

 

33.5

%

 

(136,246)

 

(13.5)

%

Selling, general & administrative expenses

 

543,802

​

 

20.5

%

 

621,489

 

20.7

%

 

77,687

 

12.5

%

Rationalization and asset impairment charges

 

45,468

​

 

​

​

 

15,188

 

​

​

  

(30,280)

 

(199.4)

%

Operating income

 

282,071

​

 

10.6

%

 

370,910

 

12.4

%

 

(88,839)

 

(24.0)

%

Interest expense, net

 

21,973

​

 

​

​

 

23,415

 

​

​

 

1,442

 

6.2

%

Other income (expense)

 

3,942

​

 

​

​

 

20,998

 

​

​

  

(17,056)

 

(81.2)

%

Income before income taxes

 

264,040

​

 

9.9

%

 

368,493

 

12.3

%

 

(104,453)

 

(28.3)

%

Income taxes

 

57,896

​

 

​

​

 

75,410

 

​

​

 

17,514

 

23.2

%

Effective tax rate

 

21.9

%  

 

​

​

 

20.5

%  

​

​

  

(1.5)

%  

  

​

Net income including non-controlling interests

 

206,144

​

 

​

​

 

293,083

 

​

​

 

(86,939)

 

(29.7)

%

Non-controlling interests in subsidiaries' loss

 

29

​

 

​

​

 

(26)

 

​

​

  

55

 

211.5

%

Net income

$

206,115

​

 

7.8

%

$

293,109

 

9.8

%

$

(86,994)

 

(29.7)

%

Diluted earnings per share

$

3.42

​

​

​

​

$

4.68

 

  

​

$

(1.26)

 

(26.9)

%

​

Net Sales:

The following table summarizes the impacts of volume, acquisitions, price and foreign currency exchange rates on Net sales for the twelve months ended December 31, 2020 on a consolidated basis:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

    

Change in Net Sales due to:

​

    

​

 

​

​

Net Sales

​

​

​

​

​

​

​

​

​

​

Foreign

​

Net Sales

​

​

    

2019

    

Volume

    

Acquisitions

    

Price

    

Exchange

    

2020

 

Lincoln Electric Holdings, Inc.

​

$

3,003,272

​

$

(381,189)

​

$

39,711

​

$

14,456

 

$

(20,850)

​

$

2,655,400

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

% Change

​

​

​

​

 

  

​

 

  

​

 

  

 

  

​

​

 

  

​

Lincoln Electric Holdings, Inc.

​

​

​

​

 

(12.7)

%

 

1.3

%  

 

0.5

%  

​

(0.7)

%

​

(11.6)

%

​

Net sales decreased primarily as a result of lower organic sales, including the impact of COVID-19 on global demand, and unfavorable foreign exchange, partially offset by acquisitions. The increase in Net sales from acquisitions was driven by the acquisition of Baker within Americas Welding and Askaynak within International Welding. Refer to Note 4 to the consolidated financial statements for details.

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​

Gross Profit:

Gross profit for 2020 decreased, as a percent of sales, compared to the prior year primarily due to lower volumes, including the impact of COVID-19 on global demand.

Selling, General & Administrative ("SG&A") Expenses:

The decrease in SG&A expense in 2020 as compared to 2019 was due to lower employee costs and discretionary spending, partially offset by higher expense from acquisitions.

Rationalization and Asset Impairment Charges:

In 2020, the Company recorded $45,468 ($36,904 after-tax) in charges primarily related to employee severance, non-cash asset impairments of long-lived assets and gains or losses on the disposal of assets.

In 2019, the Company recorded $15,188 ($12,275 after-tax) in charges primarily related to employee severance, asset impairment charges and gains or losses on the disposal of assets.

Refer to Note 7 to the consolidated financial statements for additional details.

Other Income (Expense):

The decrease in 2020 as compared to 2019 was primarily due to pension settlement charges of $8,119 ($6,089 after-tax) in 2020 and the gain on change in control of $7,601 in 2019 related to the acquisition of Askaynak.

Income Taxes:

The 2020 effective tax rate was higher than 2019 primarily due to the impact of lower income tax benefits for the settlement of tax items.

Net Income:

As compared to the prior year, reported Net income for 2020 decreased primarily due to lower sales volumes, including the impact of COVID-19 on global demand, higher Rationalization and asset impairment charges and higher pension settlement charges.

​

20

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​

Segment Results

Net Sales:

The table below summarizes the impacts of volume, acquisitions, price and foreign currency exchange rates on Net sales for the twelve months ended December 31, 2020:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Change in Net Sales due to:

    

    

​

 

​

Net Sales

​

​

​

​

​

​

​

Foreign

​

Net Sales

​

​

2019

  

Volume (1)

  

Acquisitions (2)

  

Price (3)

  

 Exchange

  

2020

​

Operating Segments

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Americas Welding

$

1,815,746

​

$

(300,167)

​

$

6,190

​

$

(2,315)

 

$

(9,584)

​

$

1,509,870

​

International Welding

​

854,376

​

 

(93,264)

​

 

33,521

 

​

(1,800)

 

​

(6,024)

​

 

786,809

​

The Harris Products Group

​

333,150

​

 

12,242

​

 

—

 

​

18,571

 

​

(5,242)

​

 

358,721

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

% Change

​

  

​

 

  

​

 

  

 

​

  

 

​

  

​

 

  

​

Americas Welding

​

​

​

​

(16.5)

%

 

0.3

%  

​

(0.1)

%  

​

(0.5)

%  

​

(16.8)

%  

International Welding

​

​

​

​

(10.9)

%

 

3.9

%  

​

(0.2)

%  

​

(0.7)

%

​

(7.9)

%  

The Harris Products Group

​

​

​

​

3.7

%  

 

—

​

​

5.6

%  

​

(1.6)

%

​

7.7

%  

​

(1)Decrease for Americas Welding and International Welding due to lower demand associated with the current economic environment and the impact of COVID-19 on global demand. Increase for The Harris Products Group driven primarily by higher retail volumes.
(2)Increase due to the acquisition of Baker within Americas Welding and Askaynak within International Welding. Refer to Note 4 to the consolidated financial statements for details.
(3)Decrease for Americas Welding due to lower tariff-related surcharges in 2020 compared to 2019. Increase for The Harris Products Group due to increases in commodity costs.

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​

Adjusted Earnings Before Interest and Income Taxes (“Adjusted EBIT”):

Segment performance is measured and resources are allocated based on a number of factors, the primary measure being the Adjusted EBIT profit measure. EBIT is defined as Operating income plus Equity earnings in affiliates and Other income. EBIT is adjusted for special items as determined by management such as the impact of rationalization activities, certain asset impairment charges and gains or losses on disposals of assets.

The following table presents Adjusted EBIT by segment:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

​

​

​

​

    

Favorable 

 

​

​

​

​

​

​

​

​

(Unfavorable) 

 

​

​

December 31, 

​

2020 vs. 2019

 

​

    

2020

​

2019

​

$

​

%

​

Americas Welding:

 

​

​

 

​

  

​

 

  

​

  

​

Net sales

​

$

1,509,870

​

$

1,815,746

​

$

(305,876)

​

(16.8)

%

Inter-segment sales

​

​

109,378

​

 

123,342

​

 

(13,964)

​

(11.3)

%

Total Sales

​

$

1,619,248

​

$

1,939,088

​

$

(319,840)

​

(16.5)

%

Adjusted EBIT (3)

​

$

245,728

​

$

315,719

​

$

(69,991)

​

(22.2)

%

As a percent of total sales (1)

​

​

15.2

%  

 

16.3

%  

 

​

​

(1.1)

%

International Welding:

​

​

​

​

 

​

​

 

  

​

  

​

Net sales

​

$

786,809

​

$

854,376

​

$

(67,567)

​

(7.9)

%

Inter-segment sales

​

​

18,494

​

 

17,691

​

 

803

​

4.5

%

Total Sales

​

$

805,303

​

$

872,067

​

$

(66,764)

​

(7.7)

%

Adjusted EBIT (4)

​

$

44,979

​

$

50,281

​

$

(5,302)

​

(10.5)

%

As a percent of total sales (1)

​

​

5.6

%  

 

5.8

%  

 

​

​

(0.2)

%

The Harris Products Group:

​

​

​

​

 

​

​

 

  

​

  

​

Net sales

​

$

358,721

​

$

333,150

​

$

25,571

​

7.7

%

Inter-segment sales

​

​

7,034

​

 

7,487

​

 

(453)

​

(6.1)

%

Total Sales

​

$

365,755

​

$

340,637

​

$

25,118

​

7.4

%

Adjusted EBIT

​

$

55,154

​

$

45,701

​

$

9,453

​

20.7

%

As a percent of total sales (2)

​

​

15.1

%  

 

13.4

%  

 

​

​

1.7

%

Corporate / Eliminations:

​

​

​

​

 

​

​

 

  

​

  

​

Inter-segment sales

​

$

(134,906)

​

$

(148,520)

​

$

13,614

​

(9.2)

%

Adjusted EBIT (5)

​

​

(5,455)

​

 

(10,948)

​

 

5,493

​

(50.2)

%

Consolidated:

​

​

​

​

 

​

​

 

  

​

  

​

Net sales

​

$

2,655,400

​

$

3,003,272

​

$

(347,872)

​

(11.6)

%

Net income

​

$

206,115

​

$

293,109

​

$

(86,994)

​

(29.7)

%

As a percent of total sales

​

​

7.8

%  

 

9.8

%  

 

​

​

(2.0)

%

Adjusted EBIT (6)

​

$

340,406

​

$

400,753

​

$

(60,347)

​

(15.1)

%

As a percent of sales

​

​

12.8

%  

 

13.3

%  

 

​

​

(0.5)

%

​

(1)2020 decrease as compared to 2019 primarily driven by lower Net sales volumes from lower demand in the current economic environment, including the impact of COVID-19 on global demand, partially offset by cost reduction actions.
(2)2020 increase as compared to 2019 driven by retail volume increases.
(3)2020 excludes Rationalization and asset impairment charges of $26,870 as discussed in Note 7 to the consolidated financial statements and pension settlement charges of $8,119.

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​

2019 excludes Rationalization and asset impairment charges of $1,716 as discussed in Note 7 to the consolidated financial statements and the amortization of step up in value of acquired inventories of $1,399 related to the Baker acquisition.

(4)2020 excludes Rationalization and asset impairment charges of $18,598, respectively, related to severance, asset impairments and gains or losses on the disposal of assets as discussed in Note 7 to the consolidated financial statements and the amortization of step up in value of acquired inventories of $806 related to an acquisition.

2019 excludes Rationalization and asset impairment charges of $11,702, respectively, related to severance, asset impairments and gains or losses on the disposal of assets as discussed in Note 7 to the consolidated financial statements, the amortization of step up in value of acquired inventories of $1,609, gains on disposals of assets of $3,554 and a gain on change in control of $7,601 related to the Askaynak acquisition.

(5)2019 excludes Rationalization and asset impairment charges of $1,770, as discussed in Note 7 to the consolidated financial statements.
(6)2019 excludes acquisition transaction and integration costs of $1,804, respectively, related to the Air Liquide Welding acquisition as discussed in Note 4 to the consolidated financial statements.
(7)See non-GAAP Financial Measures for a reconciliation of Net income as reported and Adjusted EBIT.

Non-GAAP Financial Measures

The Company reviews Adjusted operating income, Adjusted EBIT, Adjusted net income, Adjusted effective tax rate, Adjusted diluted earnings per share and Return on invested capital, all non-GAAP financial measures, in assessing and evaluating the Company’s underlying operating performance. These non-GAAP financial measures exclude the impact of special items on the Company’s reported financial results. Non-GAAP financial measures should be read in conjunction with the generally accepted accounting principles in the United States ("GAAP") financial measures, as non-GAAP measures are a supplement to, and not a replacement for, GAAP financial measures. From time to time, management evaluates and discloses to investors the following non-GAAP measures: Free cash flow ("FCF"), defined as Net cash provided by operating activities less Capital expenditures (the Company considers FCF to be a liquidity measure that provides useful information to management and investors about how the amount of cash generated by our business, after the purchase of property and equipment, can be used for debt service, acquisitions, paying dividends and repurchasing our common shares); Cash conversion, defined as FCF divided by Adjusted net income; Organic sales, defined as sales excluding the effects of foreign currency and acquisitions.

The following table presents a reconciliation of Operating income as reported to Adjusted operating income:

​

​

​

​

​

​

​

​

​

​

    

Year Ended December 31, 

 

​

    

2020

    

2019

 

Operating income as reported

​

$

282,071

​

$

370,910

​

Special items (pre-tax):

​

 

  

​

 

  

​

Rationalization and asset impairment charges (1)

​

 

45,468

​

 

15,188

​

Acquisition transaction and integration costs (2)

​

 

—

​

 

1,804

​

Amortization of step up in value of acquired inventories (3)

​

 

806

​

 

3,008

​

Gains on asset disposals (4)

​

 

—

​

 

(3,045)

​

Adjusted operating income

​

$

328,345

​

$

387,865

​

​

(1)Charges primarily consist of employee severance, gains or losses on the disposal of assets and non-cash asset impairment charges.
(2)Acquisition-related costs included in Selling, general & administrative expenses related to the Air Liquide Welding acquisition.

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​

(3)Charges represent the step up in value of acquired inventories related to the acquisitions of Baker and Askaynak and are included in Cost of goods sold.
(4)Gains related to the sale of properties and are primarily included in Cost of goods sold.

The following table presents the reconciliations of Net income as reported to Adjusted net income and Adjusted EBIT, Effective tax rate as reported to Adjusted effective tax rate and Diluted earnings per share as reported to Adjusted diluted earnings per share:

​

​

​

​

​

​

​

​

​

​

    

Year Ended December 31, 

 

​

    

2020

    

2019

 

Net income as reported

​

$

206,115

 

$

293,109

​

Special items:

​

 

​

 

 

  

​

Rationalization and asset impairment charges (1)

​

 

45,468

 

 

15,188

​

Acquisition transaction and integration costs (2)

​

 

—

 

 

1,804

​

Pension settlement charges (3)

​

 

8,119

 

 

—

​

Amortization of step up in value of acquired inventories (4)

​

 

806

 

 

3,008

​

Gains on asset disposals (5)

​

 

—

 

 

(3,554)

​

Gain on change in control (6)

​

 

—

 

 

(7,601)

​

Tax effect of Special items (7)

​

 

(10,594)

 

 

(7,386)

​

Adjusted net income

​

$

249,914

 

$

294,568

​

Non-controlling interests in subsidiaries’ earnings (loss)

​

​

29

 

​

(26)

​

Interest expense, net

​

 

21,973

 

 

23,415

​

Income taxes as reported

​

 

57,896

 

 

75,410

​

Tax effect of Special items (7)

​

 

10,594

 

 

7,386

​

Adjusted EBIT

​

$

340,406

 

$

400,753

​

Effective tax rate as reported

​

 

21.9

%  

 

20.5

%

Net special item tax impact

​

 

(0.4)

%  

 

1.4

%

Adjusted effective tax rate

​

 

21.5

%  

 

21.9

%

Diluted earnings per share as reported

​

$

3.42

 

$

4.68

​

Special items per share

​

 

0.73

 

 

0.02

​

Adjusted diluted earnings per share

​

$

4.15

 

$

4.70

​

​

(1)Charges consist of employee severance, gains or losses on the disposal of assets and other related costs, non-cash goodwill impairment charges and non-cash asset impairment charges.
(2)Acquisition-related costs related to the Air Liquide Welding acquisition.
(3)Charges related to lump sum pension payments as discussed in Note 12 to the consolidated financial statements.
(4)Charges represent the step up in value of acquired inventories related to the acquisitions of Baker and Askaynak and are included in Cost of goods sold.
(5)Gains related to the sale of properties and are primarily included in Cost of goods sold.
(6)Gain on change in control related to the acquisition of Askaynak and is included in Other income (expense).
(7)Includes the net tax impact of Special items recorded during the respective periods, including tax benefits of $4,852 for the settlement of a tax item as well as tax deductions associated with an investment in a subsidiary in the year ended December 31, 2019. 

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The tax effect of Special items impacting pre-tax income was calculated as the pre-tax amount multiplied by the applicable tax rate. The applicable tax rates reflect the taxable jurisdiction and nature of each Special item.

Liquidity and Capital Resources

The Company’s cash flow from operations can be cyclical. Operational cash flow is a key driver of liquidity. In assessing liquidity, the Company reviews working capital measurements to define areas for improvement. Management anticipates the Company will be able to satisfy cash requirements for its ongoing businesses for the foreseeable future primarily with cash generated by operations, existing cash balances, borrowings under its existing credit facilities and raising debt in capital markets.

The Company continues to expand globally and periodically looks at transactions that would involve significant investments. The Company can fund its global expansion plans with operational cash flow, but a significant acquisition may require access to capital markets, in particular, the long-term debt market, as well as the syndicated bank loan market. The Company’s financing strategy is to fund itself at the lowest after-tax cost of funding. Where possible, the Company utilizes operational cash flows and raises capital in the most efficient market, usually the United States, and then lends funds to the specific subsidiary that requires funding. If additional acquisitions providing appropriate financial benefits become available, additional expenditures may be made.

The following table reflects changes in key cash flow measures:

​

​

​

​

​

​

​

​

​

​

​

​

    

Year Ended December 31, 

    

$ Change

​

​

2020

    

2019

    

2020 vs. 2019

Cash provided by operating activities (1)

​

$

351,362

​

$

403,185

​

$

(51,823)

Cash used by investing activities (2)

​

 

(49,213)

​

 

(192,823)

​

 

143,610

Capital expenditures

​

 

(59,201)

​

 

(69,615)

​

 

10,414

Acquisition of businesses, net of cash acquired

​

 

—

​

 

(134,717)

​

 

134,717

Cash used by financing activities (3)

​

 

(246,141)

​

​

(371,944)

​

 

125,803

(Payments on) proceeds from short-term borrowings, net

​

 

(31,746)

​

 

24,429

​

 

(56,175)

Purchase of shares for treasury

​

 

(113,455)

​

 

(292,693)

​

 

179,238

Cash dividends paid to shareholders

​

 

(118,118)

​

 

(117,920)

​

 

(198)

Increase (decrease) in Cash and cash equivalents (4)

​

 

57,716

​

 

(159,286)

​

 

217,002

​

(1)Cash provided by operating activities decreased for the twelve months ended December 31, 2020 compared with the twelve months ended December 31, 2019 primarily due to lower company earnings.
(2)Cash used by investing activities decreased for the twelve months ended December 31, 2020 compared with the twelve months ended December 31, 2019 due to cash used in the acquisition of businesses in 2019. The Company currently anticipates capital expenditures of $65,000 to $75,000 in 2021. Anticipated capital expenditures include investments for capital maintenance to improve operational effectiveness. Management critically evaluates all proposed capital expenditures and expects each project to increase efficiency, reduce costs, promote business growth or improve the overall safety and environmental conditions of the Company’s facilities.
(3)Cash used by financing activities decreased in the twelve months ended December 31, 2020 compared with the twelve months ended December 31, 2019 due to lower purchases of shares for treasury in 2020, partially offset by higher payments on short-term borrowings in 2020.
(4)Cash and cash equivalents increased 28.9%, or $57,716, to $257,279 during the twelve months ended December 31, 2020, from $199,563 as of December 31, 2019. The increase was predominantly due to a decrease in cash used in the purchase of common shares for treasury and cash used for the acquisition of businesses in 2019, partially offset by lower cash provided by operating activities.

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Table of Contents

​

The Company paid $118,118 and $117,920 in cash dividends to its shareholders in the twelve months ended December 31, 2020 and 2019, respectively. In January 2021, the Company paid a cash dividend of $0.51 per share, or $30,417, to shareholders of record on December 31, 2020, which reflects a 4.1% increase in the Company’s dividend payout rate.

Working Capital Ratios

​

​

​

​

​

​

​

​

​

2020

    

2019

 

Average operating working capital to Net sales (1) (2)

 

18.0

%  

16.8

%

Days sales in Inventories (2)

 

104.7

 

99.9

​

Days sales in Accounts receivable

 

53.5

 

51.4

​

Average days in Trade accounts payable

 

56.5

 

56.0

​

​

(1)Average operating working capital to Net sales is defined as the sum of Accounts receivable and Inventories less Trade accounts payable as of period end divided by annualized rolling three months of Net sales.
(2)In order to minimize potential supply chain disruptions in serving customers due to the COVID-19 pandemic, the Company increased inventories relative to expected Net sales resulting in higher Days sales in Inventories and higher Average operating working capital to Net sales.

Rationalization and Asset Impairments

Refer to Note 7 to the consolidated financial statements for a discussion of the Company’s rationalization plans. The Company believes the rationalization actions will positively impact future results of operations and will not have a material effect on liquidity and sources and uses of capital.

Acquisitions

Refer to Note 4 to the consolidated financial statements for a discussion of the Company’s recent acquisitions.

Debt

At December 31, 2020 and 2019, the fair value of long-term debt, including the current portion, was approximately $793,591 and $721,494, respectively, which was determined using available market information and methodologies requiring judgment. Since judgment is required in interpreting market information, the fair value of the debt is not necessarily the amount which could be realized in a current market exchange.

Senior Unsecured Notes

On April 1, 2015, the Company entered into a Note Purchase Agreement pursuant to which it issued senior unsecured notes (the "2015 Notes") in the aggregate principal amount of $350,000 through a private placement. On October 20, 2016, the Company entered into a Note Purchase Agreement pursuant to which it issued senior unsecured notes (the "2016 Notes") in the aggregate principal amount of $350,000 through a private placement. Interest on the notes are payable semi-annually. The proceeds were used for general corporate purposes. The 2015 Notes and 2016 Notes contain certain affirmative and negative covenants. As of December 31, 2020, the Company was in compliance with all of its debt covenants.

The Company’s total weighted average effective interest rate and remaining weighted average term, inclusive of the 2015 Notes and 2016 Notes, is 3.3% and 13.4 years, respectively.

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Table of Contents

​

Revolving Credit Agreement

The Company has a line of credit totaling $400,000 through the Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement has a term of 5 years with a maturity date of June 30, 2022 and may be increased, subject to certain conditions, by an additional amount up to $100,000. The interest rate on borrowings is based on either the London Inter-Bank Offered Rate ("LIBOR") or the prime rate, plus a spread based on the Company’s leverage ratio, at the Company’s election. The Credit Agreement contains customary affirmative, negative and financial covenants for credit facilities of this type, including limitations on the Company and its subsidiaries with respect to liens, investments, distributions, mergers and acquisitions, dispositions of assets, transactions with affiliates and a fixed charges coverage ratio and total leverage ratio. As of December 31, 2020, the Company was in compliance with all of its covenants and had no outstanding borrowings under the Credit Agreement.

The Company has other lines of credit totaling $81,785. As of December 31, 2020, the Company was in compliance with all of its covenants and had $2,623 outstanding at December 31, 2020.

Shelf Agreements

On November 27, 2018, the Company entered into seven uncommitted master note facilities (the "Shelf Agreements") that allow borrowings up to $700,000 in the aggregate. The Shelf Agreements have a five-year term and the average life of borrowings cannot exceed 15 years. The Company is required to comply with covenants similar to those contained in the 2015 Notes and 2016 Notes. As of December 31, 2020, the Company was in compliance with all of its covenants and had no outstanding borrowings under the Shelf Agreements.

Return on Invested Capital

The Company reviews return on invested capital ("ROIC") in assessing and evaluating the Company’s underlying operating performance. ROIC is a non-GAAP financial measure that the Company believes is a meaningful metric to investors in evaluating the Company’s financial performance and may be different than the method used by other companies to calculate ROIC. ROIC is defined as rolling 12 months of Adjusted net income excluding tax-effected interest income and expense divided by invested capital. Invested capital is defined as total debt, which includes Amounts due banks, Current portion of long-term debt and Long-term debt, less current portions, plus Total equity.

ROIC as of December 31, were as follows:

​

​

​

​

​

​

​

​

​

Return on Invested Capital

    

2020

    

2019

 

Adjusted net income (1)

​

$

249,914

​

$

294,568

​

Plus: Interest expense (after-tax)

​

 

17,933

​

 

19,465

​

Less: Interest income (after-tax)

​

 

1,486

​

 

1,896

​

Net operating profit after taxes

​

 

266,361

​

 

312,137

​

Invested capital

​

 

1,508,440

​

 

1,566,348

​

Return on invested capital

​

 

17.7

%  

 

19.9

%

​

(1)See “Non-GAAP Financial Measures” section for a tabular reconciliation of Net income to Adjusted net income.

27

Table of Contents

​

Contractual Obligations and Commercial Commitments

The Company’s contractual obligations and commercial commitments as of December 31, 2020 are as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Payments Due By Period

​

      

   

 

​

​

 

2022 to

 

2024 to

 

2026 and

​

Total

​

2021

​

2023

​

2025

​

Beyond

Long-term debt, including current portion (Note 9)

$

710,829

​

$

111

​

$  

10,718

​

$  

200,000

​

$

500,000

Interest on long-term debt (Note 9)

 

328,240

​

 

23,291

​

 

46,501

​

 

46,270

​

 

212,178

Operating leases (Note 18)

 

51,421

​

 

12,702

​

 

17,309

​

 

9,469

​

 

11,941

Purchase commitments (1)

 

132,133

​

 

131,239

​

 

738

​

 

29

​

 

127

Transition Tax (2) (Note 14)

 

17,507

​

 

3,024

​

 

—

​

 

14,483

​

 

—

Total

$

1,240,130

​

$

170,367

​

$

75,266

​

$

270,251

​

$

724,246

​

(1)Purchase commitments include contractual obligations for raw materials and services.
(2)Federal income taxes on the Company’s transition tax pursuant to the U.S. Tax Act is payable over eight years. Amounts reflect the utilization of 2017 overpayments and foreign tax credits.

As of December 31, 2020, there were $14,179 of tax liabilities related to unrecognized tax benefits and a $41,539 liability for deferred compensation. Because of the high degree of uncertainty regarding the timing of future cash outflows associated with these liabilities, the Company is unable to estimate the years in which settlement will occur.

Stock-Based Compensation

On April 23, 2015, the shareholders of the Company approved the 2015 Equity and Incentive Compensation Plan ("Employee Plan"). The Employee Plan provides for the granting of options, appreciation rights, restricted shares, restricted stock units and performance-based awards up to an additional 5,400,000 of the Company’s common shares. In addition, on April 23, 2015, the shareholders of the Company approved the 2015 Stock Plan for Non-Employee Directors ("2015 Director Plan"). The 2015 Director Plan provides for the granting of options, restricted shares and restricted stock units up to an additional 300,000 of the Company’s common shares. At December 31, 2020, there were 2,450,999 common shares available for future grant under all plans.

Under these plans, options, restricted shares and restricted stock units granted were 407,525 in 2020 and 372,738 in 2019. The Company issued common shares from treasury upon all exercises of stock options, vesting of restricted stock units and the granting of restricted stock awards in 2020 and 2019.

Total stock-based compensation expense recognized in the Consolidated Statements of Income for 2020 and 2019 was $15,388 and $16,624, respectively, with a related tax benefit of $3,874 and $4,151, respectively. As of December 31, 2020, total unrecognized stock-based compensation expense related to non-vested stock options and restricted stock units was $19,755, which is expected to be recognized over a weighted average period of approximately 1.9 years.

The aggregate intrinsic value of options outstanding and exercisable, which would have been received by the optionees, had all awards been exercised at December 31, 2020 was $45,946 and $36,926, respectively. The total intrinsic value of awards exercised during 2020 and 2019 was $13,269 and $13,964, respectively.

Product Liability Costs

Product liability costs incurred can be volatile and are largely related to trial activity. The costs associated with these claims are predominantly defense costs which are recognized in the periods incurred.

The long-term impact of product liability contingencies, in the aggregate, on operating results, operating cash flows and access to capital markets is difficult to assess, particularly since claims are in many different stages of development and

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Table of Contents

​

the Company benefits significantly from cost sharing with co-defendants and insurance carriers. Moreover, the Company has been largely successful to date in its defense of these claims.

Off-Balance Sheet Arrangements

The Company utilizes letters of credit to back certain payment and performance obligations. Letters of credit are subject to limits based on amounts outstanding under the Company’s Credit Agreement.

New Accounting Pronouncements

Refer to Note 1 to the consolidated financial statements for a discussion of new accounting pronouncements.

Critical Accounting Policies and Estimates

The Company’s consolidated financial statements are based on the selection and application of significant accounting policies, which require management to make estimates and assumptions. These estimates and assumptions are reviewed periodically by management and compared to historical trends to determine the accuracy of estimates and assumptions used. If warranted, these estimates and assumptions may be changed as current trends are assessed and updated. Historically, the Company’s estimates have been determined to be reasonable. No material changes to the Company’s accounting policies were made during 2020. The Company believes the following accounting policies are some of the more critical judgment areas affecting its financial condition and results of operations.

Legal and Tax Contingencies

The Company, like other manufacturers, is subject from time to time to a variety of civil and administrative proceedings arising in the ordinary course of business. Such claims and litigation include, without limitation, product liability claims, administrative claims, regulatory claims and health, safety and environmental claims, some of which relate to cases alleging asbestos induced illnesses. The costs associated with these claims are predominantly defense costs, which are recognized in the periods incurred. Insurance reimbursements mitigate these costs and, where reimbursements are probable, they are recognized in the applicable period. With respect to costs other than defense costs (i.e., for liability and/or settlement or other resolution), reserves are recorded when it is probable that the contingencies will have an unfavorable outcome. The Company accrues its best estimate of the probable costs after a review of the facts with management and counsel and taking into account past experience. If an unfavorable outcome is determined to be reasonably possible but not probable, or if the amount of loss cannot be reasonably estimated, disclosure would be provided for material claims or litigation. Many of the current cases are in differing procedural stages and information on the circumstances of each claimant, which forms the basis for judgments as to the validity or ultimate disposition of such actions, varies greatly. Therefore, in many situations a range of possible losses cannot be made. Reserves are adjusted as facts and circumstances change and related management assessments of the underlying merits and the likelihood of outcomes change. Moreover, reserves only cover identified and/or asserted claims. Future claims could, therefore, give rise to increases to such reserves.

The Company is subject to taxation from U.S. federal, state, municipal and international jurisdictions. The calculation of current income tax expense is based on the best information available and involves significant management judgment. The actual income tax liability for each jurisdiction in any year can in some instances be ultimately determined several years after the financial statements are published.

The Company maintains liabilities for unrecognized tax benefits related to uncertain income tax positions in various jurisdictions. The Company uses judgment in determining whether the technical merits of tax positions are more-likely-than-not to be sustained. Judgment is also used in measuring the related amount of tax benefit that qualifies for recognition, including the interpretation of applicable tax law, regulation and tax ruling.

Liabilities are settled primarily through the completion of audits within each individual tax jurisdiction or the closing of a statute of limitation. Liabilities can be affected by changes in applicable tax law, regulations, tax rulings or such other

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factors, which may cause management to believe a revision of past estimates is appropriate. Management believes that an appropriate liability has been established for uncertain income tax positions; however, actual results may materially differ from these estimates. Refer to Note 14 to the consolidated financial statements for further discussion of uncertain income tax positions.

Deferred Income Taxes

Deferred income taxes are recognized at currently enacted tax rates for temporary differences between the GAAP and income tax basis of assets and liabilities and operating loss and tax credit carry-forwards. The Company determined that it would repatriate earnings for certain non-U.S. subsidiaries, which are subject to foreign withholding taxes. The Company considers remaining earnings in all other non-U.S. subsidiaries to be indefinitely reinvested and has not recorded any deferred taxes as such estimate is not practicable.

At December 31, 2020, the Company had approximately $117,685 of gross deferred tax assets related to deductible temporary differences and tax loss and credit carry-forwards, which may reduce taxable income in future years. In assessing the realizability of deferred tax assets, the Company assesses whether it is more-likely-than-not that a portion or all of the deferred tax assets will not be realized. The Company considers the scheduled reversal of deferred tax liabilities, tax planning strategies and projected future taxable income in making this assessment. At December 31, 2020, a valuation allowance of $65,413 was recorded against certain deferred tax assets based on this assessment. The Company believes it is more-likely-than-not that the tax benefit of the remaining net deferred tax assets will be realized. The amount of net deferred tax assets considered realizable could be increased or reduced in the future if the Company’s assessment of future taxable income or tax planning strategies changes.

Pensions

The Company maintains a number of defined benefit ("Pension") and defined contribution plans to provide retirement benefits for employees. These plans are maintained and contributions are made in accordance with the Employee Retirement Income Security Act of 1974 ("ERISA"), local statutory law or as determined by the Board of Directors. The plans generally provide benefits based upon years of service and compensation. Pension plans are funded except for a domestic non-qualified pension plan for certain key employees and certain foreign plans.

A significant element in determining the Company’s pension expense is the expected return on plan assets. At the end of each year, the expected return on plan assets is determined based on the weighted average expected return of the various asset classes in the plan’s portfolio and the targeted allocation of plan assets. The asset class return is developed using historical asset return performance as well as current market conditions such as inflation, interest rates and equity market performance. The Company determined this rate to be 4.0% at December 31, 2020 and 4.9% at December 31, 2019. The assumed long-term rate of return on assets is applied to the market value of plan assets. This produces the expected return on plan assets included in pension expense. The difference between this expected return and the actual return on plan assets is deferred and, for frozen plans, is amortized over the average remaining life expectancy of plan participants expected to receive benefits under the plan. During 2020, investment returns were a gain of 11.7% compared with a gain of 18.0% in 2019. A 25 basis point change in the expected return on plan assets would increase or decrease pension expense by approximately $1,800.

Another significant element in determining the Company’s pension expense is the discount rate for plan liabilities. To develop the discount rate assumption, the Company refers to the yield derived from matching projected pension payments with maturities of a portfolio of available non-callable bonds rated AA or an equivalent quality. The Company determined this rate to be 2.0% at December 31, 2020 and 3.0% at December 31, 2019. A 10 basis point change in the discount rate would not have a significant impact to pension expense.

The Company’s defined benefit plan expense was $4,871 and $261 in 2020 and 2019, respectively. Pension expense includes $8,355 and $266 in settlement charges in 2020 and 2019, respectively. The Company’s defined contribution plan expense was $22,593 and $24,835 in 2020 and 2019, respectively. The Company expects total 2021 expense related to retirement plans to increase by a range of approximately $2,500 to $3,500, excluding settlement charges. This

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is primarily due to a lower expected return on assets associated with the Lincoln Electric Retirement Annuity Program (“RAP”) plan termination described below. Refer to Note 12 to the consolidated financial statements for additional information.

The Accumulated other comprehensive loss, excluding tax effects, recognized on the Consolidated Balance Sheet was $137,926 as of December 31, 2020 and $96,080 as of December 31, 2019. The increase is primarily the result of increased actuarial losses resulting from a decrease in discount rates.

In March 2020, the Company approved an amendment to terminate the Lincoln Electric Company Retirement Annuity Program plan effective as of December 31, 2020. The Company provided notice to participants of the intent to terminate the plan and applied for a determination letter. Pension obligations will be distributed through a combination of lump sum payments to eligible plan participants and through the purchase of a group annuity contract. During the year ended December 31, 2020 the asset allocation for RAP plan assets were adjusted in anticipation of the plan termination. Upon settlement of the pension obligations in the second half of 2021, the Company will reclassify unrecognized actuarial gains or losses, currently recorded in AOCI to the Company's Consolidated Statements of Income as settlement gains or charges. As of December 31, 2020, the Company had unrecognized losses related to the plan of $106,377. The Company anticipates the termination process will be substantially complete by the end of 2021.

The Company does not expect to make significant contributions to the defined benefit plans in 2020.

Inventories

Inventories are valued at the lower of cost or net realizable value. Fixed manufacturing overhead costs are allocated to inventory based on normal production capacity and abnormal manufacturing costs are recognized as period costs. Cost for a substantial portion of U.S. inventories is determined on a LIFO basis. LIFO was used for 35% and 36% of total inventories at December 31, 2020 and 2019, respectively. Cost of other inventories is determined by costing methods that approximate a FIFO basis. The valuation of LIFO inventories is made at the end of each year based on inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs. Actual year-end inventory levels and costs may differ from interim LIFO inventory valuations. The excess of current cost over LIFO cost was $75,581 at December 31, 2020 and $75,292 at December 31, 2019.

The Company reviews the net realizable value of inventory on an on-going basis with consideration given to deterioration, obsolescence and other factors. If actual market conditions differ from those projected by management, and the Company’s estimates prove to be inaccurate, write-downs of inventory values and adjustments to Cost of goods sold may be required. Historically, the Company’s reserves have approximated actual experience.

Accounts Receivable

The Company maintains an allowance for doubtful accounts for estimated losses from the failure of its customers to make required payments for products delivered. The Company estimates this allowance based on the age of the related receivable, knowledge of the financial condition of customers, review of historical receivables and reserve trends and other pertinent information. If the financial condition of customers deteriorates or an unfavorable trend in receivable collections is experienced in the future, additional allowances may be required. Historically, the Company’s reserves have approximated actual experience.

Long-Lived Assets

The Company periodically evaluates whether current facts or circumstances indicate that the carrying value of its depreciable long-lived assets, including leases, to be held and used may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. If an asset is determined to be impaired, a loss is recognized to the extent that carrying value exceeds fair value. Fair value is measured based on

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quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including the discounted value of estimated future cash flows.

Goodwill and Intangibles

The Company performs an annual impairment test of goodwill and indefinite-lived intangible assets in the fourth quarter using the same dates each year or more frequently if changes in circumstances or the occurrence of events indicate potential impairment.

The fair value of each indefinite-lived intangible asset is compared to its carrying value and an impairment charge is recorded if the carrying value exceeds the fair value. For goodwill, the Company first assesses qualitative factors to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, and whether it is necessary to perform the quantitative goodwill impairment test. The quantitative test is required only if the Company concludes that it is more-likely-than-not that a reporting unit’s fair value is less than its carrying amount. For quantitative testing, the Company compares the fair value of each reporting unit with its carrying amount. If the carrying amount exceeds the fair value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit.

Fair values are determined using established business valuation techniques and models developed by the Company, estimates of market participant assumptions of future cash flows, future growth rates and discount rates to value estimated cash flows. Changes in economic and operating conditions, actual growth below the assumed market participant assumptions or an increase in the discount rate could result in an impairment charge in a future period.

Acquisitions

Upon acquisition of a business, the Company uses the income, market or cost approach (or a combination thereof) for the valuation as appropriate. The valuation inputs in these models and analyses are based on market participant assumptions. Market participants are considered to be buyers and sellers unrelated to the Company in the principal or most advantageous market for the asset or liability.

Fair value estimates are based on a series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. Management values property, plant and equipment using the cost approach supported where available by observable market data, which includes consideration of obsolescence. Management values acquired intangible assets using the relief from royalty method or excess earnings method, forms of the income approach supported by observable market data for peer companies. The significant assumptions used to estimate the value of the acquired intangible assets include discount rates and certain assumptions that form the basis of future cash flows (such as revenue growth rates, customer attrition rates, and royalty rates). Acquired inventories are marked to fair value. For certain items, the carrying value is determined to be a reasonable approximation of fair value based on information available to the Company. Refer to Note 4 to the consolidated financial statements for additional details.

Revenue Recognition

On January 1, 2018, the Company adopted Accounting Standards Update ("ASU") 2014-09 (“Topic 606”) using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting.

Revenue is recognized when obligations under the terms of a contract are satisfied and control is transferred to the customer. Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for goods or services. Substantially all of the Company’s sales arrangements are short-term in nature involving a single performance obligation. The Company recognizes revenue when the performance obligation is satisfied and control of the product is transferred to the customer based upon shipping terms. In addition, certain customized automation performance obligations are accounted for over time. Under this method, revenue recognition is primarily based upon

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the ratio of costs incurred to date compared with estimated total costs to complete. The cumulative impact of revisions to total estimated costs is reflected in the period of the change, including anticipated losses. Less than 10% of the Company’s Net sales are recognized over time.

The Company recognizes any discounts, credits, returns, rebates and incentive programs based on reasonable estimates as a reduction of sales to arrive at Net sales at the same time the related revenue is recorded. Taxes collected by the Company, including sales tax and value added tax, are excluded from Net sales. The Company recognizes freight billed as a component of Net sales and shipping costs as a component of Cost of goods sold when control transfers to the customer. Sales commissions are expensed when incurred because the amortization period is generally one year or less. These costs are recorded within Selling, general and administrative expenses in the Company’s Consolidated Statements of Income.

Refer to Note 2 to the consolidated financial statements for additional details.

​

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s primary financial market risks include fluctuations in currency exchange rates, commodity prices and interest rates. The Company manages these risks by using derivative financial instruments in accordance with established policies and procedures. The Company does not enter into derivatives or other financial instruments for trading or speculative purposes.

Included below is a sensitivity analysis based upon a hypothetical 10% weakening or strengthening in the U.S. dollar compared to foreign currency exchange rates at December 31, 2020 and a 100 basis point increase in effective interest rates at December 31, 2020. The derivative, borrowing and investment arrangements in effect at December 31, 2020 were compared to the hypothetical foreign exchange or interest rates in the sensitivity analysis to determine the effect on the Company’s current period consolidated financial statements.

Foreign Currency Exchange Risk

The Company enters into forward foreign exchange contracts principally to hedge the currency fluctuations in transactions denominated in foreign currencies, thereby limiting the Company’s risk that would otherwise result from changes in exchange rates.

At December 31, 2020, the Company hedged certain third-party and intercompany purchases and sales. The gross notional dollar amount of these foreign exchange contracts at December 31, 2020 was $69,051. At December 31, 2020, a hypothetical 10% strengthening or weakening in the U.S. dollar would have changed Accumulated other comprehensive income (loss) by $1,395.

The Company enters into forward foreign exchange contracts to hedge transaction exposures or significant cross-border intercompany loans by either purchasing or selling specified amounts of foreign currency at a specified date. The gross notional dollar amount of these foreign exchange contracts at December 31, 2020 was $391,112. A hypothetical 10% change in the year-end exchange rates would have resulted in an increase or decrease to Income before income taxes of $18,372 related to these positions. However, any loss (or gain) resulting from a hypothetical 10% change would be offset by the associated gain (or loss) on the underlying balance sheet exposure and would ultimately not materially affect the Company’s financial statements.

In addition, the Company has cross currency swaps to hedge the Company’s net investment in European subsidiaries against adverse changes in exchange rates. The gross notional dollar value of these contracts is $50,000 as of December 31, 2020. At December 31, 2020, a hypothetical 10% strengthening or weakening in the U.S. dollar would have changed Accumulated other comprehensive income (loss) by $5,981.

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Commodity Price Risk

From time to time, the Company uses various hedging arrangements to manage exposures to price risk from commodity purchases. These hedging arrangements have the effect of fixing for specified periods the prices the Company will pay for the volume to which the hedge relates. The Company had no commodity contracts outstanding during 2020.

Interest Rate Risk

At December 31, 2020, in anticipation of future debt issuance the Company had interest rate forward starting swap agreements to hedge the variability of future changes in interest rates. The gross notional dollar value of these contracts was $100,000 at December 31, 2020. At December 31, 2020, a hypothetical 100 basis point increase to effective interest rates would have changed Accumulated other comprehensive income (loss) by $9,309.

The fair value of the Company’s cash and cash equivalents at December 31, 2020 approximated cost due to the short-term duration. These financial instruments are subject to concentrations of credit risk. The Company has minimized this risk by entering into investments with a number of major banks and financial institutions and investing in high-quality instruments. The Company does not expect any counter-parties to fail to meet their obligations.

​

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The response to this item is submitted in a separate section of this Annual Report on Form 10-K following the signature page.

​

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.

​

ITEM 9A. CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of disclosure controls and procedures, as such term is defined in Rule 13a-15(e) of the Exchange Act. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K.

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of internal control over financial reporting as of December 31, 2020 based on the 2013 framework in "Internal Control – Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the Company’s evaluation under such framework, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2020.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2020 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which is included elsewhere in this Annual Report on Form 10-K.

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Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that occurred during the fourth quarter of 2020 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

​

ITEM 9B. OTHER INFORMATION

None.

​

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The Company is expected to file its 2021 proxy statement pursuant to Regulation 14A of the Exchange Act within 120 days after December 31, 2020.

Except for the information set forth within Part I, Item 1C section of this Annual Report on Form 10-K concerning our Executive Officers, the information required by this item is incorporated by reference from the 2021 proxy statement.

​

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference from the 2021 proxy statement.

​

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is incorporated by reference from the 2021 proxy statement.

For further information on the Company’s equity compensation plans, see Note 1 and Note 10 to the Company’s consolidated financial statements.

​

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated by reference from the 2021 proxy statement.

​

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated by reference from the 2021 proxy statement.

​

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements

The following consolidated financial statements of the Company are included in a separate section of this report following the signature page and certifications:

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

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Consolidated Statements of Income – Years ended December 31, 2020, 2019 and 2018

Consolidated Statements of Comprehensive Income – Years ended December 31, 2020, 2019 and 2018

Consolidated Balance Sheets – December 31, 2020 and 2019

Consolidated Statements of Equity – Years ended December 31, 2020, 2019 and 2018

Consolidated Statements of Cash Flows – Years ended December 31, 2020, 2019 and 2018

Notes to Consolidated Financial Statements

(a)(2) Financial Statement Schedules

The following consolidated financial statement schedule of the Company is included in a separate section of this report following the signature page:

Schedule II – Valuation and Qualifying Accounts

All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange.

Commission are not required under the related instructions or are inapplicable, and therefore, have been omitted.

​

(a)(3) Exhibits

​

​

​

​

Exhibit No.

​

Description

3.1

​

3.2

​

4.1

​

10.1

​

10.2

​

10.3

​

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10.4

​

10.5

​

10.6

​

10.7

​

10.8

​

10.9

​

10.10

​

10.11

​

10.12*

​

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10.13*

​

10.14*

​

10.15*

​

10.16*

​

10.17*

​

10.18*

​

10.19*

​

10.20*

​

10.21*

​

10.22*

​

10.23*

​

10.24*

​

10.25*

​

10.26*

​

10.27*

​

10.28*

​

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10.29*

​

10.30*

​

10.31*

​

10.32*

​

10.33*

​

10.34*

​

10.35*

​

10.36*

​

10.37*

​

10.38*

​

10.39*

​

10.40*

​

10.41*

​

10.42*

​

10.43*

​

10.44*

​

10.45*

​

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10.46*

​

10.47*

​

10.48*

​

10.49*

​

10.50*

​

10.51*

​

10.52*

​

10.53*

​

10.54*

​

​

​

​

21

​

23

​

24

​

31.1

​

31.2

​

32.1

​

101.INS

​

Inline XBRL Instance Document

101.SCH

​

Inline XBRL Taxonomy Extension Schema Document

101.CAL

​

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB

​

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

​

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF

​

Inline XBRL Taxonomy Extension Definition Linkbase Document

104

​

Cover page Interactive Data File (embedded within the Inline XBRL document)

*

Reflects management contract or other compensatory arrangement required to be filed as an exhibit pursuant to Item 15(b) of this report.

​

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ITEM 16. FORM 10-K SUMMARY

None.

​

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

​

​

​

​

​

LINCOLN ELECTRIC HOLDINGS, INC.

​

By:

/s/ Gabriel Bruno

​

​

Gabriel Bruno

​

​

Executive Vice President, Chief Financial Officer and Treasurer

​

​

(principal financial and accounting officer)

​

​

February 19, 2021

​

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

​

​

​

​

/s/ Christopher L. Mapes

 

/s/ Gabriel Bruno

Christopher L. Mapes,

​

Gabriel Bruno,

Chairman, President and Chief Executive Officer

​

Executive Vice President, Chief Financial Officer and

(principal executive officer)

​

Treasurer

February 19, 2021

​

(principal financial and accounting officer)

​

​

February 19, 2021

​

​

​

/s/ Gabriel Bruno

​

/s/ Gabriel Bruno

Gabriel Bruno as

​

Gabriel Bruno as

Attorney-in-Fact for

​

Attorney-in-Fact for

Curtis E. Espeland, Director

​

Patrick P. Goris, Director

February 19, 2021

​

February 19, 2021

​

​

​

/s/ Gabriel Bruno

​

/s/ Gabriel Bruno

Gabriel Bruno as

​

Gabriel Bruno as

Attorney-in-Fact for

​

Attorney-in-Fact for

Stephen G. Hanks, Director

​

Michael F. Hilton, Director

February 19, 2021

​

February 19, 2021

​

​

​

/s/ Gabriel Bruno

​

/s/ Gabriel Bruno

Gabriel Bruno as

​

Gabriel Bruno as

Attorney-in-Fact for

​

Attorney-in-Fact for

G. Russell Lincoln, Director

​

Kathryn Jo Lincoln, Director

February 19, 2021

​

February 19, 2021

​

​

​

/s/ Gabriel Bruno

​

/s/ Gabriel Bruno

Gabriel Bruno as

​

Gabriel Bruno as

Attorney-in-Fact for

​

Attorney-in-Fact for

William E. MacDonald, III, Director

​

Phillip J. Mason, Director

February 19, 2021

​

February 19, 2021

​

​

​

/s/ Gabriel Bruno

​

/s/ Gabriel Bruno

Gabriel Bruno as

​

Gabriel Bruno as

Attorney-in-Fact for

​

Attorney-in-Fact for

Ben P. Patel, Director

​

Hellene S. Runtagh, Director

February 19, 2021

​

February 19, 2021

​

​

​

/s/ Gabriel Bruno

​

​

Gabriel Bruno as

​

​

Attorney-in-Fact for

​

​

Kellye L. Walker, Director

​

​

February 19, 2021

​

​

​

​

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Lincoln Electric Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Lincoln Electric Holdings, Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and the financial statement schedule listed in the Index at Item 15 (a) (2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 19, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

​

​

F-1

Table of Contents

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​

​

​

​

​

​

Uncertain tax positions

Description of the Matter

​

As disclosed in Note 14 to the consolidated financial statements, the Company operates in a multinational tax environment and is subject to laws and regulations in various jurisdictions, including U.S. federal, various U.S. state and non-U.S. jurisdictions. Uncertain tax positions may arise from interpretations and judgments made by the Company in the application of the relevant laws, regulations and tax rulings. The Company uses judgment in (1) determining whether the technical merits of tax positions in certain jurisdictions are more-likely-than-not to be sustained and (2) measuring the related amount of tax benefit that qualifies for recognition.

Auditing the tax positions related to certain jurisdictions was complex because the recognition and measurement of the tax positions is judgmental and is based on interpretations of laws, regulations and tax rulings.

​

How We Addressed the Matter in Our Audit

​

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to assess the technical merits of certain tax positions and controls over the Company’s process for accounting for uncertain tax positions. For example, our procedures included testing the Company’s controls to determine the application of the relevant laws, regulations and tax rulings, including management’s process to recognize and measure the related tax positions.

In testing the recognition and measurement of income tax positions, we involved tax professionals to assist in assessing the technical merits of the Company’s tax positions. In addition, we used our knowledge of and experience with the application of domestic and international income tax laws by the relevant tax authorities to evaluate the Company’s accounting for those tax positions. We also assessed the Company’s assumptions and data used to support the measurement of the related tax positions and tested the accuracy of the calculations. Lastly, we evaluated the Company’s income tax disclosures related to the Company’s uncertain tax positions.

​

​

​

/s/ Ernst & Young LLP

​

We have served as the Company’s auditor since at least 1923, but we are unable to determine the specific year.

​

Cleveland, OH

​

February 19, 2021

​

​

​

F-2

Table of Contents

​

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Lincoln Electric Holdings, Inc.

Opinion on Internal Control over Financial Reporting

We have audited Lincoln Electric Holdings, Inc.’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Lincoln Electric Holdings, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2020 consolidated financial statements of the Company and our report dated February 19, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

​

​

/s/ Ernst & Young LLP

​

Cleveland, Ohio

​

February 19, 2021

​

​

​

​

F-3

Table of Contents

​

LINCOLN ELECTRIC HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

    

2020

    

2019

    

2018

Net sales (Note 2)

    

$

2,655,400

    

$

3,003,272

    

$

3,028,674

Cost of goods sold

​

 

1,784,059

​

 

1,995,685

​

 

2,000,153

Gross profit

​

 

871,341

​

 

1,007,587

​

 

1,028,521

Selling, general & administrative expenses

​

 

543,802

​

 

621,489

​

 

627,697

Rationalization and asset impairment charges (Note 6)

​

 

45,468

​

 

15,188

​

 

25,285

Operating income

​

 

282,071

​

 

370,910

​

 

375,539

Interest expense, net

​

 

21,973

​

 

23,415

​

 

17,565

Other income (expense) (Note 14)

​

 

3,942

​

 

20,998

​

 

10,686

Income before income taxes

​

 

264,040

​

 

368,493

​

 

368,660

Income taxes (Note 15)

​

 

57,896

​

 

75,410

​

 

81,667

Net income including non-controlling interests

​

 

206,144

​

 

293,083

​

 

286,993

Non-controlling interests in subsidiaries’ income (loss)

​

 

29

​

 

(26)

​

 

(73)

Net income

​

$

206,115

​

$

293,109

​

$

287,066

​

​

​

​

​

​

​

​

​

​

Basic earnings per share (Note 3)

​

$

3.46

​

$

4.73

​

$

4.42

Diluted earnings per share (Note 3)

​

$

3.42

​

$

4.68

​

$

4.37

Cash dividends declared per share

​

$

1.98

​

$

1.90

​

$

1.64

​

See notes to these consolidated financial statements.

​

F-4

Table of Contents

​

LINCOLN ELECTRIC HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

    

2020

    

2019

    

2018

Net income including non-controlling interests

    

$

206,144

    

$

293,083

    

$

286,993

Other comprehensive income (loss), net of tax:

​

 

  

​

 

  

​

 

  

Unrealized (loss) gain on derivatives designated and qualifying as cash flow hedges, net of tax of $605 in 2020; $(58) in 2019; $346 in 2018

​

 

861

​

 

(68)

​

 

819

Defined pension plan activity, net of tax of $(10,622) in 2020; $4,188 in 2019; $1,691 in 2018

​

 

(31,224)

​

 

11,503

​

 

3,228

Currency translation adjustment

​

 

4,068

​

 

6,735

​

 

(50,693)

Other comprehensive income (loss):

​

 

(26,295)

​

 

18,170

​

 

(46,646)

Comprehensive income

​

 

179,849

​

 

311,253

​

 

240,347

Comprehensive income (loss) attributable to non-controlling interests

​

 

74

​

 

255

​

 

(166)

Comprehensive income attributable to shareholders

​

$

179,775

​

$

310,998

​

$

240,513

​

See notes to these consolidated financial statements.

​

F-5

Table of Contents

​

LINCOLN ELECTRIC HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

​

​

​

​

​

​

​

​

December 31, 

​

2020

​

2019

ASSETS

​

  

 

​

  

Current Assets

​

  

 

​

  

Cash and cash equivalents

$

257,279

​

$

199,563

Accounts receivable (less allowance for doubtful accounts of $14,779 in 2020; $16,002 in 2019)

 

373,487

​

 

374,649

Inventories (Note 9)

 

381,258

​

 

393,748

Other current assets

 

100,319

​

 

107,621

Total Current Assets

 

1,112,343

​

 

1,075,581

Property, plant and equipment, net (Note 1)

 

522,092

​

 

529,344

Intangibles, net (Note 5)

 

134,451

​

 

177,798

Goodwill

 

335,593

​

 

337,107

Deferred income taxes (Note 14)

 

16,959

​

 

14,275

Other assets

 

193,015

​

 

237,108

TOTAL ASSETS

$

2,314,453

​

$

2,371,213

LIABILITIES AND EQUITY

 

​

​

 

  

Current Liabilities

 

​

​

 

  

Amounts due banks (Note 9)

$

2,623

​

$

34,857

Trade accounts payable

 

256,530

​

 

273,002

Accrued employee compensation and benefits

 

98,437

​

 

83,033

Dividends payable

 

30,417

​

 

29,690

Other current liabilities

 

161,331

​

 

142,441

Current portion of long-term debt (Note 9)

 

111

​

 

112

Total Current Liabilities

 

549,449

​

 

563,135

Long-term debt, less current portion (Note 12)

 

715,456

​

 

712,302

Deferred income taxes (Note 14)

 

46,742

​

 

64,286

Other liabilities

 

212,556

​

 

212,413

Total Liabilities

 

1,524,203

​

 

1,552,136

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 2020 and 2019; outstanding – 59,640,895 shares in 2020 and 60,592,096 shares in 2019

 

9,858

​

 

9,858

Additional paid-in capital

 

409,958

​

 

389,446

Retained earnings

 

2,821,359

​

 

2,736,481

Accumulated other comprehensive loss

 

(302,190)

​

 

(275,850)

Treasury shares, at cost – 38,940,539 shares in 2020 and 37,989,338 shares in 2019

 

(2,149,714)

​

 

(2,041,763)

Total Shareholders' Equity

 

789,271

​

 

818,172

Non-controlling interests

 

979

​

 

905

Total Equity

 

790,250

​

 

819,077

TOTAL LIABILITIES AND TOTAL EQUITY

$

2,314,453

​

$

2,371,213

​

See notes to these consolidated financial statements.

​

F-6

Table of Contents

​

LINCOLN ELECTRIC HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except per share amounts)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

    

​

​

    

​

​

    

​

​

    

Accumulated

    

​

​

    

​

​

    

​

​

​

​

Common

​

​

​

​

Additional

​

​

​

​

Other

​

​

​

​

Non-

​

​

​

​

​

Shares

​

Common

​

Paid-In

​

Retained

​

Comprehensive

​

Treasury

​

Controlling

​

​

​

​

    

Outstanding

    

Shares

    

Capital

    

Earnings

    

Income (Loss)

    

Shares

    

Interests

    

Total

Balance at December 31, 2017

 

65,663

​

$

9,858

​

$

334,309

​

$

2,388,219

​

$

(247,186)

​

$

(1,553,563)

​

$

816

​

$

932,453

Net income

 

  

​

 

  

​

 

  

​

 

287,066

​

 

  

​

 

  

​

 

(73)

​

 

286,993

Unrecognized amounts from defined benefit pension plans, net of tax

 

  

​

 

  

​

 

  

​

 

  

​

 

3,228

​

 

  

​

 

  

​

 

3,228

Unrealized gain on derivatives designated and qualifying as cash flow hedges, net of tax

 

  

​

 

  

​

 

  

​

 

  

​

 

819

​

 

  

​

 

  

​

 

819

Currency translation adjustment

 

  

​

 

  

​

 

  

​

 

  

​

 

(50,600)

​

 

  

​

 

(93)

​

 

(50,693)

Cash dividends declared – $1.64 per share

 

  

​

 

  

​

 

  

​

 

(106,802)

​

 

  

​

 

  

​

 

  

​

 

(106,802)

Stock-based compensation activity

 

158

​

 

  

​

 

21,956

​

 

  

​

 

  

​

 

1,288

​

 

  

​

 

23,244

Purchase of shares for treasury

 

(2,275)

​

 

  

​

 

  

​

 

  

​

 

  

​

 

(201,650)

​

 

  

​

 

(201,650)

Other

 

  

​

 

  

​

 

4,043

​

 

(4,043)

​

 

  

​

 

  

​

 

  

​

 

—

Balance at December 31, 2018

 

63,546

​

 

9,858

​

 

360,308

​

 

2,564,440

​

 

(293,739)

​

 

(1,753,925)

​

 

650

​

 

887,592

Net income

 

  

​

 

  

​

 

  

​

 

293,109

​

 

  

​

 

  

​

 

(26)

​

 

293,083

Unrecognized amounts from defined benefit pension plans, net of tax

 

  

​

 

  

​

 

  

​

 

  

​

 

11,503

​

 

  

​

 

  

​

 

11,503

Unrealized loss on derivatives designated and qualifying as cash flow hedges, net of tax

 

  

​

 

  

​

 

  

​

 

  

​

 

(68)

​

 

  

​

 

  

​

 

(68)

Currency translation adjustment

 

  

​

 

  

​

 

  

​

 

  

​

 

6,454

​

 

  

​

 

281

​

 

6,735

Cash dividends declared – $1.90 per share

 

  

​

 

  

​

 

  

​

 

(117,950)

​

 

  

​

 

  

​

 

  

​

 

(117,950)

Stock-based compensation activity

 

467

​

 

  

​

 

26,116

​

 

  

​

 

  

​

 

4,855

​

 

  

​

 

30,971

Purchase of shares for treasury

 

(3,421)

​

 

  

​

 

  

​

 

  

​

 

  

​

 

(292,693)

​

 

  

​

 

(292,693)

Other

 

  

​

 

  

​

 

3,022

​

 

(3,118)

​

 

  

​

 

  

​

 

  

​

 

(96)

Balance at December 31, 2019

 

60,592

​

 

9,858

​

 

389,446

​

 

2,736,481

​

 

(275,850)

​

 

(2,041,763)

​

 

905

​

 

819,077

Net income

 

  

​

 

  

​

 

  

​

 

206,115

​

 

​

​

 

  

​

 

29

​

 

206,144

Unrecognized amounts from defined benefit pension plans, net of tax

 

  

​

 

  

​

 

  

​

 

  

​

 

(31,224)

​

 

  

​

 

  

​

 

(31,224)

Unrealized gain on derivatives designated and qualifying as cash flow hedges, net of tax

 

  

​

 

  

​

 

  

​

 

  

​

 

861

​

 

  

​

 

​

​

 

861

Currency translation adjustment

 

  

​

 

  

​

 

  

​

 

​

​

 

4,023

​

 

  

​

 

45

​

 

4,068

Cash dividends declared – $1.98 per share

 

​

​

 

  

​

 

​

​

 

(118,423)

​

 

  

​

 

​

​

 

  

​

 

(118,423)

Stock-based compensation activity

 

457

​

 

  

​

 

27,076

​

 

  

​

 

  

​

 

5,504

​

 

  

​

 

32,580

Purchase of shares for treasury

 

(1,408)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(113,455)

​

​

​

​

​

(113,455)

Other

 

  

​

 

  

​

 

(6,564)

​

 

(2,814)

​

 

  

​

 

  

​

 

  

​

 

(9,378)

Balance at December 31, 2020

​

59,641

​

$

9,858

​

$

409,958

​

$

2,821,359

​

$

(302,190)

​

$

(2,149,714)

​

$

979

​

$

790,250

​

See notes to these consolidated financial statements.

​

F-7

Table of Contents

​

LINCOLN ELECTRIC HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

    

    

2020

    

2019

    

2018

CASH FLOWS FROM OPERATING ACTIVITIES

 

​

  

​

​

  

​

​

  

Net income

​

$

206,115

​

$

293,109

​

$

287,066

Non-controlling interests in subsidiaries' income (loss)

​

 

29

​

 

(26)

​

 

(73)

Net income including non-controlling interests

​

 

206,144

​

 

293,083

​

 

286,993

Adjustments to reconcile Net income including non-controlling interests to Net cash provided by operating activities:

​

 

​

​

 

  

​

 

  

Rationalization and asset impairment net charges (Note 6)

​

 

21,835

​

 

3,500

​

 

(5,978)

Net impact of U.S. Tax Act (Note 14)

​

 

—

​

 

—

​

 

399

Depreciation and amortization

​

 

80,492

​

 

81,487

​

 

72,346

Equity earnings in affiliates, net

​

 

(408)

​

 

(1,427)

​

 

(3,034)

Deferred income taxes

​

 

(2,948)

​

 

13,019

​

 

1,490

Stock-based compensation

​

 

15,388

​

 

16,624

​

 

18,554

Gain on change in control

​

 

—

​

 

(7,601)

​

 

—

Other, net

​

 

(9,996)

​

 

(8,155)

​

 

(7,934)

Changes in operating assets and liabilities, net of effects from acquisitions:

​

 

​

​

 

  

​

 

  

Decrease (increase) in accounts receivable

​

 

3,582

​

 

50,394

​

 

(4,061)

Decrease (increase) in inventories

​

 

22,751

​

 

(12,023)

​

 

(23,904)

Decrease in other current assets

​

 

14,711

​

 

14,269

​

 

1,324

(Decrease) increase in trade accounts payable

​

 

(17,919)

​

 

(8,339)

​

 

3,636

Increase (decrease) in other current liabilities

​

 

22,310

​

 

(31,223)

​

 

(13,657)

Net change in other assets and liabilities

​

 

(4,580)

​

 

(423)

​

 

2,978

NET CASH PROVIDED BY OPERATING ACTIVITIES

​

 

351,362

​

 

403,185

​

 

329,152

CASH FLOWS FROM INVESTING ACTIVITIES

​

 

​

​

 

  

​

 

  

Capital expenditures

​

 

(59,201)

​

 

(69,615)

​

 

(71,246)

Acquisition of businesses, net of cash acquired

​

 

—

​

 

(134,717)

​

 

(101,792)

Proceeds from sale of property, plant and equipment

​

 

7,667

​

 

9,509

​

 

16,755

Purchase of marketable securities

​

 

—

​

 

—

​

 

(268,335)

Proceeds from marketable securities

​

 

—

​

 

—

​

 

447,459

Other investing activities

​

 

2,321

​

 

2,000

​

 

(2,000)

NET CASH (USED BY) PROVIDED BY INVESTING ACTIVITIES

​

 

(49,213)

​

 

(192,823)

​

 

20,841

CASH FLOWS FROM FINANCING ACTIVITIES

​

 

​

​

 

  

​

 

  

Amounts due banks, net

​

 

(31,746)

​

 

24,429

​

 

(835)

Payments on long-term borrowings

​

 

(14)

​

 

(107)

​

 

(107)

Proceeds from exercise of stock options

​

 

17,192

​

 

14,347

​

 

4,690

Purchase of shares for treasury (Note 8)

​

 

(113,455)

​

 

(292,693)

​

 

(201,650)

Cash dividends paid to shareholders

​

 

(118,118)

​

 

(117,920)

​

 

(102,058)

Other financing activities

​

 

—

​

 

—

​

 

(2,170)

NET CASH USED BY FINANCING ACTIVITIES

​

 

(246,141)

​

 

(371,944)

​

 

(302,130)

Effect of exchange rate changes on Cash and cash equivalents

​

 

1,708

​

 

2,296

​

 

(15,715)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

​

 

57,716

​

 

(159,286)

​

 

32,148

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents at beginning of period

​

 

199,563

​

 

358,849

​

 

326,701

CASH AND CASH EQUIVALENTS AT END OF PERIOD

​

$

257,279

​

$

199,563

​

$

358,849

​

See notes to these consolidated financial statements.

​

F-8

Table of Contents

​

LINCOLN ELECTRIC HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except share and per share amounts)

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Lincoln Electric Holdings, Inc. and its wholly-owned and majority-owned subsidiaries for which it has a controlling interest (the "Company") after elimination of all inter-company accounts, transactions and profits.

General Information

The Company is the world leader in the design, development and manufacture of arc welding products, automated joining, assembly and cutting systems, plasma and oxy-fuel cutting equipment. The Company also has a leading global position in brazing and soldering alloys.

The Company’s products include arc welding power sources, plasma cutters, wire feeding systems, robotic welding packages, integrated automation systems, fume extraction equipment, consumable electrodes, fluxes and welding accessories and specialty welding consumables and fabrication. The Company’s product offering also includes computer numeric controlled ("CNC") plasma and oxy-fuel cutting systems and regulators and torches used in oxy-fuel welding, cutting and brazing.

COVID-19 Assessment

In March 2020, the World Health Organization categorized the current coronavirus disease (“COVID-19”) as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. COVID-19 continues to spread throughout the United States and other countries across the world, and the ultimate duration and severity on the Company's business remains unknown. Although the Company’s customers have re-opened and increased operating levels, such customers may be forced to close or limit operations should a resurgence of COVID-19 cases occur. Given this continued level of economic and operational uncertainty over the impacts of COVID-19, the ultimate financial impact cannot be reasonably estimated at this time.

Translation of Foreign Currencies

Asset and liability accounts are translated into U.S. dollars using exchange rates in effect at the dates of the Consolidated Balance Sheets; revenue and expense accounts are translated at average monthly exchange rates. Translation adjustments are reflected as a component of Total equity. For subsidiaries operating in highly inflationary economies, both historical and current exchange rates are used in translating balance sheet accounts and translation adjustments are included in Net income.

The translation of assets and liabilities originally denominated in foreign currencies into U.S. dollars is for consolidation purposes, and does not necessarily indicate that the Company could realize or settle the reported value of those assets and liabilities in U.S. dollars. Additionally, such a translation does not necessarily indicate that the Company could return or distribute the reported U.S. dollar value of the net equity of its foreign operations to shareholders.

Foreign currency transaction gains and losses are included in Selling, general & administrative expenses and were gains of $4,229, $5,291 and $4,885 in 2020, 2019 and 2018, respectively.

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Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Accounts Receivable

The Company maintains an allowance for doubtful accounts for estimated losses from the failure of its customers to make required payments for products delivered. The Company estimates this allowance based on the age of the related receivable, knowledge of the financial condition of customers, review of historical receivables and reserve trends and other pertinent information. If the financial condition of customers deteriorates or an unfavorable trend in receivable collections is experienced in the future, additional allowances may be required. Historically, the Company’s reserves have approximated actual experience.

Inventories

Inventories are valued at the lower of cost or net realizable value. Fixed manufacturing overhead costs are allocated to inventory based on normal production capacity and abnormal manufacturing costs are recognized as period costs. Cost for a substantial portion of U.S. inventories is determined on a last-in, first-out (“ LIFO”) basis. At December 31, 2020 and 2019, approximately 35% and 36% of total inventories, respectively, were valued using the LIFO method. Cost of other inventories is determined by costing methods that approximate a first-in, first-out (“FIFO”) basis. Refer to Note 17 to the consolidated financial statements for additional details.

Reserves are maintained for estimated obsolescence or excess inventory equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future demand and market conditions. The reserve for excess and obsolete inventory was $24,351 and $24,088 at December 31, 2020 and 2019, respectively.

Prepaid Expenses

Prepaid expenses include prepaid insurance, prepaid rent, prepaid service contracts and other prepaid items. Prepaid expenses are included in Other current assets in the accompanying Consolidated Balance Sheets and amounted to $19,584 and $17,437 at December 31, 2020 and 2019, respectively.

Equity Investments

Investments in businesses which the Company does not own a majority interest and does not have the ability to exercise significant influence over operating and financial policies are accounted for using the equity method. The Company’s 50% ownership interest in equity investments includes an investment in Chile at December 31, 2020 and 2019. During July 2019, the Company acquired the controlling stake of its equity investment in Kaynak Tekniği Sanayi ve Ticaret A.Ş. (“Askaynak”), located in Turkey. The financial statements of Askaynak were consolidated into the Company at that time.

Long-lived Assets

Property, Plant and Equipment

Property, plant and equipment are stated at cost and include improvements which significantly increase capacities or extend the useful lives of existing plant and equipment. Depreciation and amortization are computed using a straight-line method over useful lives ranging from 3 years to 20 years for machinery, tools and equipment, and up to 40 years for

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buildings. Net gains or losses related to asset dispositions are recognized in earnings in the period in which dispositions occur.

Routine maintenance, repairs and replacements are expensed as incurred. The Company capitalizes interest costs associated with long-term construction in progress.

Property, plant and equipment, net in the Consolidated Balance Sheet is comprised of the following components:

​

​

​

​

​

​

​

​

December 31, 

​

2020

  

2019

Land

$

70,335

​

$

71,676

Buildings

 

433,823

​

 

427,165

Machinery and equipment

 

902,581

​

 

856,272

​

 

1,406,739

​

 

1,355,113

Less accumulated depreciation

 

884,647

​

 

825,769

Total

$

522,092

​

$

529,344

​

Leases

The Company determines if an agreement is a lease at inception. The Company records a right-of-use asset on its Consolidated Balance Sheets to represent its right to use an underlying asset for the lease term. The Company records a lease liability on its Consolidated Balance Sheets to represent its obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of the Company’s operating leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on information available at commencement date to present value the lease payments.

The Company has operating leases for sales offices, manufacturing facilities, warehouses and distribution centers, transportation equipment, office equipment and information technology equipment. Some of these leases are noncancelable. Variable or short-term lease costs contained within the Company’s operating leases are not material. Most leases include one or more options to renew, which can extend the lease term from 1 to 11 years or more. The exercise of lease renewal options is at the Company’s sole discretion. Certain leases also include options to purchase the leased property. Leases with an initial term of 12 months or less are not recorded on the Company’s Consolidated Balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term.

The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company periodically evaluates whether current facts or circumstances indicate that the carrying value of its depreciable long-lived assets, including right-of-use assets, to be held and used may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. If an asset is determined to be impaired, a loss is recognized to the extent that carrying value exceeds fair value. Fair value is measured based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including the discounted value of estimated future cash flows. Refer to Notes 5, 7 and 18 to the consolidated financial statements for additional details.

Goodwill and Intangibles

Goodwill is recorded when the cost of acquired businesses exceeds the fair value of the identifiable net assets acquired. Intangible assets other than goodwill are recorded at fair value at the time acquired or at cost, if applicable. Intangible assets that do not have indefinite lives are amortized in line with the pattern in which the economic benefits of the

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intangible asset are consumed. If the pattern of economic benefit cannot be reliably determined, the intangible assets are amortized on a straight-line basis over the shorter of the legal or estimated life. Goodwill and indefinite-lived intangibles assets are not amortized, but are tested for impairment in the fourth quarter using the same dates each year or more frequently if changes in circumstances or the occurrence of events indicate potential impairment.

In performing the annual impairment test, the fair value of each indefinite-lived intangible asset is compared to its carrying value and an impairment charge is recorded if the carrying value exceeds the fair value. For goodwill, the Company first assesses qualitative factors to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, and whether it is necessary to perform the quantitative goodwill impairment test. The quantitative test is required only if the Company concludes that it is more-likely-than-not that a reporting unit’s fair value is less than its carrying amount. For quantitative testing, the Company compares the fair value of each reporting unit with its carrying amount. If the carrying amount exceeds the fair value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit.

Fair values are determined using established business valuation techniques and models developed by the Company, estimates of market participant assumptions of future cash flows, future growth rates and discount rates to value estimated cash flows. Changes in economic and operating conditions, actual growth below the assumed market participant assumptions or an increase in the discount rate could result in an impairment charge in a future period. Refer to Note 5 to the consolidated financial statements for additional details.

Fair Value Measurements

Financial assets and liabilities, such as the Company’s defined benefit pension plan assets and derivative contracts, are valued at fair value using the market and income valuation approaches. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The following hierarchy is used to classify the inputs that measure fair value:

​

​

​

​

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.

​

Refer to Notes 12 and 16 to the consolidated financial statements for additional details.

Product Warranties

The Company accrues for product warranty claims based on historical experience and the expected material and labor costs to provide warranty service. Warranty services are generally provided for periods up to 3 years from the date of sale. The accrual for product warranty claims is included in Other current liabilities. Refer to Note 20 to the consolidated financial statements for additional details.

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Revenue Recognition

On January 1, 2018, the Company adopted Accounting Standards Update ("ASU") 2014-09 (“Topic 606”) using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting. The cumulative impact of adopting Topic 606 as of January 1, 2018 did not have a material impact to the consolidated financial statements. The Company does not expect the impact of the adoption of Topic 606 to be material to the consolidated financial statements on an ongoing basis.

Revenue is recognized when obligations under the terms of a contract are satisfied and control is transferred to the customer. Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for goods or services. Substantially all of the Company’s sales arrangements are short-term in nature involving a single performance obligation. The Company recognizes revenue when the performance obligation is satisfied and control of the product is transferred to the customer generally based upon shipping terms. In addition, certain customized automation performance obligations are accounted for over time. Under this method, revenue recognition is primarily based upon the ratio of costs incurred to date compared with estimated total costs to complete. The cumulative impact of revisions to total estimated costs is reflected in the period of the change, including anticipated losses. Less than 10% of the Company’s Net sales are recognized over time.

The Company recognizes any discounts, credits, returns, rebates and incentive programs based on reasonable estimates as a reduction of sales to arrive at Net sales at the same time the related revenue is recorded. Taxes collected by the Company, including sales tax and value added tax, are excluded from Net sales. The Company recognizes freight billed as a component of Net sales and shipping costs as a component of Cost of goods sold when control transfers to the customer. Sales commissions are expensed when incurred because the amortization period is generally one year or less. These costs are recorded within Selling, general and administrative expenses in the Company’s Consolidated Statements of Income.

The Company’s payment terms vary by the type and location of the customer and the products or services offered. The Company does not offer any payment terms that would meet the requirements for consideration as a financing component under Topic 606.

Refer to Note 2 to the consolidated financial statements for additional details.

Distribution Costs

Distribution costs, including warehousing and freight related to product shipments, are included in Cost of goods sold.

Stock-Based Compensation

Expense is recognized for all awards of stock-based compensation by allocating the aggregate grant date fair value over the vesting period. No expense is recognized for any stock options, restricted or deferred shares or restricted stock units ultimately forfeited because the recipients fail to meet vesting requirements.

Common stock issuable upon the exercise of employee stock options is excluded from the calculation of diluted earnings per share when the calculation of option equivalent shares is anti-dilutive. Refer to Note 10 to the consolidated financial statements for additional details.

Financial Instruments

The Company uses derivative instruments to manage exposures to interest rates, commodity prices and currency exchange rate fluctuations on certain purchase and sales transactions, balance sheet and net investment exposures. Derivative contracts to hedge currency and commodity exposures are generally written on a short-term basis, but may

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cover exposures for up to 3 years while interest rate contracts may cover longer periods consistent with the terms of the underlying debt. The Company does not enter into derivatives for trading or speculative purposes.

All derivatives are recognized at fair value on the Company’s Consolidated Balance Sheets. The accounting for gains and losses resulting from changes in fair value depends on the use of the derivative and whether it is designated and qualifies for hedge accounting. The Company formally documents the relationship of the hedge with the hedged item as well as the risk-management strategy for all designated hedges. Both at inception and on an ongoing basis, the hedging instrument is assessed as to its effectiveness, when applicable. If and when a derivative is determined not to be highly effective as a hedge, the underlying hedged transaction is no longer likely to occur, or the derivative is terminated, hedge accounting is discontinued. The cash flows from settled derivative contracts are recognized in Net cash provided by operating activities in the Company’s Consolidated Statements of Cash Flows.

The Company is subject to the credit risk of the counterparties to derivative instruments. Counterparties include a number of major banks and financial institutions. The Company manages individual counterparty exposure by monitoring the credit rating of the counterparty and the size of financial commitments and exposures between the Company and the counterparty.

Cash flow hedges

Certain foreign currency forward contracts are qualified and designated as cash flow hedges. The effective portion of the fair value unrealized gain or loss on cash flow hedges are reported as a component of Accumulated other comprehensive income ("AOCI") with offsetting amounts recorded as Other current assets, Other assets, Other current liabilities or Other liabilities depending on the position and the duration of the contract. At settlement, the realized gain or loss is recorded in Cost of goods sold or Net sales for hedges of purchases and sales, respectively, in the same period or periods during which the hedged transaction affects earnings. The ineffective portion on cash flow hedges is recognized in current earnings.

During March and April 2020, in anticipation of future debt issuance associated with the Notes referenced in Note 9, the Company entered into interest rate forward starting swap agreements to hedge the variability of future changes in interest rates. The forward starting swap agreements were qualified and designated as a cash flow hedge. The changes in fair value are recorded as part of AOCI, and upon completion of debt issuance and termination of the swaps, are amortized to interest expense over the life of the underlying debt.

Fair value hedges

Certain interest rate swap agreements were qualified and designated as fair value hedges. The interest rate swap agreements designated as fair value hedges meet the shortcut method requirements under accounting standards for derivatives and hedging. Accordingly, changes in the fair value of these agreements are considered to exactly offset changes in the fair value of the underlying long-term debt. Changes in fair value are recorded in Other assets or Other liabilities with offsetting amounts recorded as a fair value adjustment to the carrying value of Long-term debt, less current portion.

Net investment hedges

For derivative instruments that qualify as a net investment hedge, the effective portion of the fair value gains or losses are recognized in AOCI with offsetting amounts recorded as Other current assets, Other assets, Other current liabilities or Other liabilities depending on the position and the duration of the contract. The gains or losses are subsequently reclassified to Selling, general and administrative expenses, as the underlying hedged investment is liquidated.

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Derivatives not designated as hedging instruments

The Company has certain foreign exchange forward contracts which are not designated as hedges. These derivatives are held as hedges of certain balance sheet exposures. The gains or losses on these contracts are recognized in Selling, general and administrative expenses, offsetting the losses or gains on the exposures being hedged.

Refer to Note 15 to the consolidated financial statements for additional details.

Research and Development

Research and development costs are charged to Selling, general & administrative expenses as incurred and totaled $51,414, $56,845 and $54,168 in 2020, 2019 and 2018, respectively.

Bonus

Included in Selling, general & administrative expenses are the costs related to the Company’s discretionary employee bonus programs, which for certain U.S.-based employees are net of hospitalization costs. Bonus costs were $87,407, $100,381 and $123,799 in 2020, 2019 and 2018, respectively.

Income Taxes

Deferred income taxes are recognized at currently enacted tax rates for temporary differences between the GAAP and income tax basis of assets and liabilities and operating loss and tax credit carry-forwards. In assessing the realizability of deferred tax assets, the Company assesses whether it is more-likely-than-not that a portion or all of the deferred tax assets will not be realized.

The Company maintains liabilities for unrecognized tax benefits related to uncertain income tax positions in various jurisdictions. The Company uses judgment in determining whether the technical merits of tax positions are more-likely-than-not to be sustained. Judgment is also used in measuring the related amount of tax benefit that qualifies for recognition, including the interpretation of applicable tax law, regulations and tax rulings.

Provisions of the U.S. Tax Cuts and Jobs Act ("U.S. Tax Act") became effective for the Company in 2018. The Foreign-Derived Intangible Income (“FDII”) provision generates a deduction against the Company’s U.S. taxable income for U.S. earnings derived offshore that utilize intangibles held by the Company in the U.S. Conversely, the Global Intangible Low-Taxed Income (“GILTI”) provision requires the Company to subject to U.S. taxation a portion of its foreign subsidiary earnings that exceed an allowable return. The Company elects to treat any GILTI inclusion as a period expense in the year incurred.

Refer to Note 14 to the consolidated financial statements for additional details.

Acquisitions

Upon acquisition of a business, the Company uses the income, market or cost approach (or a combination thereof) for the valuation as appropriate. The valuation inputs in these models and analyses are based on market participant assumptions. Market participants are considered to be buyers and sellers unrelated to the Company in the principal or most advantageous market for the asset or liability.

Fair value estimates are based on a series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. Management values property, plant and equipment using the cost approach supported where available by observable market data, which includes consideration of obsolescence. Management values acquired intangible assets using the relief from royalty method or excess earnings method, forms of the income approach supported by observable market data for peer companies. The significant assumptions used to estimate the value of the acquired intangible assets include discount rates and certain assumptions that form the basis of future cash flows (such as

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revenue growth rates, customer attrition rates, and royalty rates). Acquired inventories are marked to fair value. For certain items, the carrying value is determined to be a reasonable approximation of fair value based on information available to the Company. Refer to Note 4 to the consolidated financial statements for additional details.

Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions in certain circumstances that affect the amounts reported in the accompanying consolidated financial statements and notes. Actual results could differ from these estimates.

New Accounting Pronouncements

The following section provides a description of new ASUs issued by the Financial Accounting Standards Board ("FASB") that are applicable to the Company.

The following ASUs were adopted as of January 1, 2020 and did not have a significant financial impact on the Company’s consolidated financial statements unless otherwise described within the table below:

​

​

​

​

Standard

   

Description

ASU No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20), issued August 2018.

​

ASU 2018-14 modifies disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The ASU also requires an entity to disclose the weighted-average interest crediting rates for cash balance plans and to explain the reasons for significant gains and losses related to changes in the benefit obligation. Refer to Note 12 to the consolidated financial statements for further details.

ASU No. 2018-13, Fair Value Measurement (Topic 944), issued August 2018.
​

​

ASU 2018-13 eliminates, amends and adds disclosure requirements related to fair value measurements. The ASU removes disclosure requirements pertaining to the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the policy for timing of transfers between levels and the valuation processes for Level 3 fair value measurements. Refer to Note 16 to the consolidated financial statements for further details.

ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), issued June 2016.

​

ASU 2016-13 modifies disclosure and measurement requirements related to credit losses. Topic 326 requires that an entity estimate impairment of trade receivables based on expected losses rather than incurred losses. The adoption did not have a material impact on the Company's consolidated financial statements.

ASU No. 2020-04, Reference Rate Reform (Topic 848), issued March 2020.

​

ASU 2020-04 provides temporary optional guidance to ease the financial reporting burden associated with the expected market transition from the London Inter-Bank Offer Rate ("LIBOR") to alternative reference rates.  The Company adopted the ASU on March 12, 2020 and it is effective through December 31, 2022.  As of December 31, 2020, the Company has not utilized any of the optional guidance, however, it will continue to assess the potential impact on the Company’s debt contracts and hedging relationships through the effective period.

​

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The Company is currently evaluating the impact on its financial statements of the following ASUs:

​

​

​

​

Standard

   

Description

ASU No. 2019-12, Income Taxes (Topic 740), issued December 2019.

​

ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The ASU is effective January 1, 2021 and early adoption is permitted.

​

​

​

​

NOTE 2 — REVENUE RECOGNITION

The following table presents the Company’s Net sales disaggregated by product line:

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

    

2020

    

2019

    

2018

Consumables

​

$

1,509,509

​

$

1,715,002

​

$

1,755,652

Equipment

​

 

1,145,891

​

 

1,288,270

​

 

1,273,022

Net sales

​

$

2,655,400

​

$

3,003,272

​

$

3,028,674

​

Consumable sales consist of electrodes, fluxes, specialty welding consumables and brazing and soldering alloys. Equipment sales consist of arc welding power sources, welding accessories, fabrication, plasma cutters, wire feeding systems, automated joining, assembly and cutting systems, fume extraction equipment, CNC plasma and oxy-fuel cutting systems and regulators and torches used in oxy-fuel welding, cutting and brazing. Consumable and Equipment products are sold within each of the Company’s operating segments.

Within the Equipment product line, there are certain customer contracts related to automation products that may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company generally determines the standalone selling price based on the prices charged to customers or using expected cost plus margin.

At December 31, 2020, the Company recorded $14,920 related to advance customer payments and $21,396 related to billings in excess of revenue recognized. These contract liabilities are included in Other current liabilities in the Consolidated Balance Sheets. At December 31, 2019, the balances related to advance customer payments and billings in excess of revenue recognized were $16,040 and $16,274, respectively. Substantially all of the Company’s contract liabilities are recognized within twelve months based on contract duration. The Company records an asset for contracts where it has recognized revenue, but has not yet invoiced the customer for goods or services. At December 31, 2020 and 2019, $22,113 and $33,566, respectively, related to these future customer receivables was included in Other current assets in the Consolidated Balance Sheets. Contract asset amounts are expected to be billed within the next twelve months.

​

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NOTE 3 - EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

    

2020

    

2019

    

2018

Numerator:

 

​

  

 

​

  

 

​

  

Net income

​

$

206,115

​

$

293,109

​

$

287,066

Denominator (shares in 000's):

​

 

  

​

 

  

​

 

  

Basic weighted average shares outstanding

​

 

59,633

​

 

61,960

​

 

64,886

Effect of dilutive securities - Stock options and awards

​

 

615

​

 

698

​

 

796

Diluted weighted average shares outstanding

​

 

60,248

​

 

62,658

​

 

65,682

Basic earnings per share

​

$

3.46

​

$

4.73

​

$

4.42

Diluted earnings per share

​

$

3.42

​

$

4.68

​

$

4.37

​

For the years ended December 31, 2020, 2019 and 2018, common shares subject to equity-based awards of 615,302, 524,110 and 324,688, respectively, were excluded from the computation of diluted earnings per share because the effect of their exercise would be anti-dilutive.

​

NOTE 4 – ACQUISITIONS

During July 2019, the Company acquired the controlling stake in Askaynak. Askaynak, based in Turkey, is a supplier and manufacturer of welding consumables, arc welding equipment, including plasma and oxy-fuel cutting equipment and robotic welding systems. The acquisition advanced the Company’s regional growth strategy in Europe, the Middle East and Africa.

During April 2019, the Company acquired Baker Industries, Inc. ("Baker"). Baker, based in Detroit, Michigan, is a provider of custom tooling, parts and fixtures primarily serving automotive and aerospace markets. The acquisition complimented the Company’s automation portfolio and its metal additive manufacturing service business.

During December 2018, the Company acquired the soldering business of Worthington Industries (“Worthington”). The Worthington business, based in Winston Salem, North Carolina, broadened the Harris Products Group’s portfolio of industry-leading consumables with the addition of premium solders and fluxes.

Also during December 2018, the Company acquired Coldwater Machine Company (“Coldwater”) and Pro Systems. Coldwater, based in Coldwater, Ohio, is a flexible automation integrator and precision machining and assembly manufacturer serving diverse end markets. Pro Systems, based in Churubusco, Indiana, is an automation systems designer and integrator serving automotive, industrial, electrical and medical applications. The acquisitions accelerated growth and expanded the Company’s industry-leading portfolio of automated cutting and joining solutions.

Also during December 2018, the Company acquired Inovatech Engineering Corporation (“Inovatech”). Inovatech, based in Ontario, Canada, is a manufacturer of advanced robotic plasma cutting solutions for structural steel applications. The acquisition scaled the Company’s automated cutting solutions and application expertise and supports long-term growth in that market.

Pro forma information related to the acquisitions discussed above has not been presented because the impact on the Company’s Consolidated Statements of Income is not material. Acquired companies are included in the Company’s consolidated financial statements as of the date of acquisition.

​

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NOTE 5 – GOODWILL AND INTANGIBLES

The changes in the carrying amount of goodwill by reportable segments for the years ended December 31, 2020 and 2019 were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

​

    

​

​

    

The Harris

    

​

​

​

​

Americas

​

International

​

Products

​

​

​

​

    

Welding

    

Welding

    

Group

    

Consolidated

Balance as of December 31, 2018

​

$

239,215

​

$

24,248

​

$

17,831

​

$

281,294

Additions and adjustments (1)

​

 

37,346

​

 

17,254

​

 

(613)

​

 

53,987

Foreign currency translation

​

 

1,935

​

 

(28)

​

 

(81)

​

 

1,826

Balance as of December 31, 2019

​

 

278,496

​

 

41,474

​

 

17,137

​

 

337,107

Additions and adjustments

​

 

—

​

 

697

​

 

(101)

​

 

596

Foreign currency translation

​

 

1,314

​

 

(3,111)

​

 

(313)

​

 

(2,110)

Balance as of December 31, 2020

​

$

279,810

​

$

39,060

​

$

16,723

​

$

335,593

​

(1)Additions to Americas Welding reflect goodwill recognized in the acquisition of Baker in 2019. Additions to International Welding reflect goodwill recognized in the acquisition of Askaynak in 2019.

Gross carrying values and accumulated amortization of intangible assets other than goodwill by asset class were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

December 31, 2020

​

December 31, 2019

​

    

Gross

    

Accumulated

    

Gross

    

Accumulated

​

    

Amount

    

Amortization

    

Amount

    

Amortization

Intangible assets not subject to amortization

​

​

  

 

​

  

 

​

  

 

​

  

Trademarks and trade names

​

$

15,495

 

​

  

​

$

22,020

 

​

  

Intangible assets subject to amortization

​

 

  

 

​

  

​

 

  

 

​

  

Trademarks and trade names

​

$

71,594

​

$

39,906

​

$

65,957

​

$

31,284

Customer relationships

​

 

137,564

​

 

84,720

​

 

140,198

​

 

62,242

Patents

​

 

25,907

​

 

15,006

​

 

25,931

​

 

13,633

Other

​

 

69,188

​

 

45,665

​

 

70,463

​

 

39,612

Total intangible assets subject to amortization

​

$

304,253

​

$

185,297

​

$

302,549

​

$

146,771

​

Aggregate amortization expense was $20,363, $20,755 and $15,744 for 2020, 2019 and 2018, respectively. During the second quarter of 2020, the Company determined that for certain intangible assets, the carrying value of the assets exceeded the fair value resulting in an impairment. The Company recognized non-cash impairment charges of $17,337 which are recorded in Rationalization and asset impairment charges in the Company’s Consolidated Statements of Income. Estimated annual amortization expense for intangible assets for each of the next five years is $19,206 in 2021, $17,911 in 2022, $15,305 in 2023, $13,786 in 2024 and $12,900 in 2025.

​

NOTE 6 – SEGMENT INFORMATION

The Company’s primary business is the design, development and manufacture of arc welding products, automated joining, assembly and cutting systems, plasma and oxy-fuel cutting equipment. The Company also has a leading global position in brazing and soldering alloys.

The Company’s products include arc welding power sources, plasma cutters, wire feeding systems, robotic welding packages, integrated automation systems, fume extraction equipment, consumable electrodes, fluxes and welding accessories and specialty welding consumables and fabrication. The Company’s product offering also includes CNC plasma and oxy-fuel cutting systems and regulators and torches used in oxy-fuel welding, cutting and brazing.

The Company has aligned its organizational and leadership structure into three operating segments to support growth strategies and enhance the utilization of the Company’s worldwide resources and global sourcing initiatives. The

F-19

Table of Contents

​

operating segments consist of Americas Welding, International Welding and The Harris Products Group. The Americas Welding segment includes welding operations in North and South America. The International Welding segment includes welding operations in Europe, Africa, Asia and Australia. The Harris Products Group includes the Company’s global cutting, soldering and brazing businesses as well as its retail business in the United States.

Segment performance is measured and resources are allocated based on a number of factors, the primary measure being the adjusted earnings before interest and income taxes ("Adjusted EBIT") profit measure. EBIT is defined as Operating income plus Equity earnings in affiliates and Other income. Segment EBIT is adjusted for special items as determined by management such as the impact of rationalization activities, certain asset impairment charges and gains or losses on disposals of assets. The accounting principles applied at the operating segment level are generally the same as those applied at the consolidated financial statement level with the exception of LIFO. Segment assets include inventories measured on a FIFO basis while consolidated inventories include inventories reported on a LIFO basis. Segment and consolidated income before interest and income taxes include the effect of inventories reported on a LIFO basis. At December 31, 2020, 2019 and 2018 approximately 35%, 36% and 37%, respectively, of total inventories were valued using the LIFO method. LIFO is used for a substantial portion of U.S. inventories included in Americas Welding. Inter-segment sales are recorded at agreed upon prices that approximate arm’s length prices and are eliminated in consolidation. Corporate-level expenses are allocated to the operating segments.

F-20

Table of Contents

​

Financial information for the reportable segments follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

The Harris

​

​

​

​

​

​

​

Americas

​

International

​

Products

​

Corporate /

​

​

​

​

Welding (1)

    

Welding (2)

  

Group (3)

    

Eliminations (4)

    

Consolidated

For the Year Ended December 31, 2020

​

  

 

​

  

 

​

  

 

​

  

 

​

  

Net sales

$  

1,509,870

​

$  

786,809

​

$  

358,721

​

$

—

​

$

2,655,400

Inter-segment sales

 

109,378

​

 

18,494

​

 

7,034

​

 

(134,906)

​

​

—

Total

$

1,619,248

​

$

805,303

​

$

365,755

​

$

(134,906)

​

$

2,655,400

Adjusted EBIT

$

245,728

​

$

44,979

​

$

55,154

​

$

(5,455)

​

$

340,406

Special items charge (gain)

 

34,989

​

 

19,404

​

 

—

​

 

—

​

​

54,393

EBIT

$

210,739

​

$

25,575

​

$

55,154

​

$

(5,455)

​

$

286,013

Interest income

​

​

​

 

​

​

 

​

​

 

​

​

 

1,986

Interest expense

​

​

​

 

​

​

 

​

​

 

​

​

 

(23,959)

Income before income taxes

​

​

​

 

​

​

 

​

​

 

​

​

$

264,040

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total assets

$

1,423,393

​

$

807,407

​

$

225,959

​

$

(142,306)

​

$

2,314,453

Equity investments in affiliates

 

4,682

​

 

—

​

 

—

​

 

—

​

​

4,682

Capital expenditures

 

30,811

​

 

21,819

​

 

6,571

​

 

—

​

​

59,201

Depreciation and amortization

 

51,744

​

 

23,859

​

 

4,982

​

 

(93)

​

​

80,492

For the Year Ended December 31, 2019

 

  

​

 

  

​

 

  

​

 

  

​

 

  

Net sales

$

1,815,746

​

$

854,376

​

$

333,150

​

$

—

​

$

3,003,272

Inter-segment sales

 

123,342

​

 

17,691

​

 

7,487

​

 

(148,520)

​

​

—

Total

$

1,939,088

​

$

872,067

​

$

340,637

​

$

(148,520)

​

$

3,003,272

Adjusted EBIT

$

315,719

​

$

50,281

​

$

45,701

​

$

(10,948)

​

$

400,753

Special items charge (gain)

 

3,115

​

 

2,156

​

 

1,770

​

 

1,804

​

​

8,845

EBIT

$

312,604

​

$

48,125

​

$

43,931

​

$

(12,752)

​

$

391,908

Interest income

​

​

​

 

  

​

 

  

​

 

  

​

 

2,527

Interest expense

​

​

​

 

  

​

 

  

​

 

  

​

 

(25,942)

Income before income taxes

​

​

​

 

  

​

 

  

​

 

  

​

$

368,493

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total assets

$

1,490,395

​

$

831,759

​

$

203,602

​

$

(154,543)

​

$

2,371,213

Equity investments in affiliates

 

4,274

​

 

—

​

 

—

​

 

—

​

​

4,274

Capital expenditures

 

39,106

​

 

23,126

​

 

7,383

​

 

—

​

​

69,615

Depreciation and amortization

​

55,300

​

 

22,013

​

 

4,636

​

 

(462)

​

​

81,487

For the Year Ended December 31, 2018

 

​

​

​

​

​

​

​

​

​

​

​

 

  

Net sales

$

1,806,514

​

$

919,771

​

$

302,389

​

$

—

​

$

3,028,674

Inter-segment sales

 

118,936

​

 

18,576

​

 

6,969

​

 

(144,481)

​

​

—

Total

$

1,925,450

​

$

938,347

​

$

309,358

​

$

(144,481)

​

$

3,028,674

Adjusted EBIT

$

340,744

​

$

54,273

​

$

36,564

​

$

(8,887)

​

$

422,694

Special items charge

 

6,686

​

 

25,285

​

 

—

​

 

4,498

​

​

36,469

EBIT

$

334,058

​

$

28,988

​

$

36,564

​

$

(13,385)

​

$

386,225

Interest income

​

​

​

 

  

​

 

  

​

 

  

​

 

6,938

Interest expense

​

​

​

 

  

​

 

  

​

 

  

​

 

(24,503)

Income before income taxes

​

​

​

 

  

​

 

  

​

 

  

​

$

368,660

Total assets

$

1,418,905

​

$

827,132

​

$

203,095

​

$

(99,307)

​

$

2,349,825

Equity investments in affiliates

 

4,204

​

 

27,024

​

 

—

​

 

—

​

​

31,228

Capital expenditures

 

42,053

​

 

26,284

​

 

2,909

​

 

—

​

​

71,246

Depreciation and amortization

 

47,008

​

 

22,384

​

 

3,045

​

 

(91)

​

​

72,346

​

(1)2020 special items reflect Rationalization and asset impairment charges of $26,870 and pension settlement charges of $8,119.

2019 special items reflect Rationalization and asset impairment charges of $1,716 and amortization of step up in value of acquired inventories of $1,399 related to the acquisition of Baker.

2018 special items reflect pension settlement charges of $6,686 in Americas Welding related to lump sum pension payments.

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Table of Contents

​

(2)2020 special items reflect Rationalization and asset impairment charges of $18,598 and amortization of step up in value of acquired inventories of $806 related to an acquisition.

2019 special items reflect Rationalization and asset impairment charges of $11,702, amortization of step up in value of acquired inventories of $1,609 related to the acquisition of Askaynak, gains on disposals of assets of $3,554 and a gain on change in control of $7,601 related to the acquisition of Askaynak.

2018 special items reflect Rationalization and asset impairment charges of $25,285 related to employee severance, asset impairments, gains or losses on disposal of assets and other related costs.

(3)2019 special items reflect Rationalization and asset impairment charges of $1,770.
(4)2019 special items reflect acquisition transaction and integration costs of $1,804 related to the Air Liquide Welding acquisition as discussed in Note 4 to the consolidated financial statements.

2018 special items reflect acquisition transaction and integration costs of $4,498 related to the Air Liquide Welding acquisition as discussed in Note 4 to the consolidated financial statements.

Export sales (excluding inter-company sales) from the United States were $132,637 in 2020, $147,145 in 2019 and $160,064 in 2018. No individual customer comprised more than 10% of the Company’s total revenues for any of the three years ended December 31, 2020.

The geographic split of the Company’s Net sales, based on the location of the customer, and property, plant and equipment were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

    

2020

    

2019

    

2018

Net sales:

 

​

  

 

​

  

 

​

  

United States

​

$

1,431,859

​

$

1,615,483

​

$

1,554,688

Foreign countries

​

 

1,223,541

​

 

1,387,789

​

 

1,473,986

Total

​

$

2,655,400

​

$

3,003,272

​

$

3,028,674

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 

​

    

2020

    

2019

    

2018

Property, plant and equipment, net:

 

​

  

 

​

  

 

​

  

United States

​

$

247,931

​

$

250,923

​

$

214,943

Foreign countries

​

 

274,214

​

 

278,566

​

 

264,110

Eliminations

​

 

(53)

​

 

(145)

​

 

(252)

Total

​

$

522,092

​

$

529,344

​

$

478,801

​

​

​

NOTE 7 – RATIONALIZATION AND ASSET IMPAIRMENTS

The Company recorded rationalization and asset impairment net charges of $45,468, $15,188 and $25,285 for the years ended December 31, 2020, 2019 and 2018, respectively. The charges are primarily related to employee severance, asset impairments and gains or losses on the disposal of assets. A description of each restructuring plan and the related costs follows:

During 2020, the Company initiated rationalization plans within Americas Welding and International Welding segments. The plans include headcount restructuring and the consolidation of manufacturing facilities to better align the cost structure with economic conditions and operating needs. At December 31, 2020, liabilities of $25 and $12,560 for Americas Welding and International Welding, respectively, were recognized in Other current liabilities in the Company's

F-22

Table of Contents

​

Consolidated Balance Sheet. The Company does not anticipate significant additional charges related to the completion of these plans.

During 2019, the Company initiated rationalization plans within International Welding. The plans primarily include headcount restructuring to better align the cost structures with economic conditions and operating needs. Liabilities related to these plans were substantially paid at December 31, 2020.

During 2018, the Company initiated rationalization plans within International Welding. The plans include headcount restructuring and the consolidation of manufacturing operations to better align the cost structures with economic conditions and operating needs. Liabilities related to these plans were substantially paid at December 31, 2020.

The Company believes the rationalization actions will positively impact future results of operations and will not have a material effect on liquidity and sources and uses of capital. The Company continues to evaluate its cost structure and additional rationalization actions may result in charges in future periods.

​

The following table summarizes the activity related to the rationalization liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

    

​

    

International

    

​

​

​

Americas Welding

    

Welding

    

Consolidated

Balance at December 31, 2018

​

$

—

​

$

11,192

​

$

11,192

Payments and other adjustments

​

 

—

​

 

(14,678)

​

 

(14,678)

Charged to expense

​

 

—

​

 

11,688

​

 

11,688

Balance, December 31, 2019

​

$

—

​

$

8,202

​

$

8,202

Payments and other adjustments

​

 

(4,712)

​

 

(13,501)

​

 

(18,213)

Charged to expense

​

 

4,737

​

 

18,896

​

 

23,633

Balance, December 31, 2020

​

$

25

​

$

13,597

​

$

13,622

​

​

NOTE 8 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) ("AOCI")

The following tables set forth the total changes in accumulated other comprehensive income (loss) ("AOCI") by component, net of taxes:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 2020

​

​

Unrealized gain

​

​

​

​

​

​

​

​

​

​

​

(loss) on

​

​

​

​

​

​

​

​

​

​

​

derivatives

​

​

​

​

​

​

​

​

​

​

​

designated and

​

​

​

​

​

​

​

​

​

qualifying as

​

Defined benefit

​

Currency

​

​

​

​

​

cash flow

​

pension plan

​

translation

​

​

​

​

 

hedges

    

activity

    

adjustment

    

Total

Balance at December 31, 2018

​

$

1,694

​

$

(82,049)

​

$

(213,384)

​

$

(293,739)

Other comprehensive income (loss) before reclassification

​

 

1,007

​

 

8,213

​

 

6,454

(3)

 

15,674

Amounts reclassified from AOCI

​

 

(1,075)

(1)

 

3,290

(2)

 

—

​

 

2,215

Net current-period other comprehensive income (loss)

​

 

(68)

​

 

11,503

​

 

6,454

​

 

17,889

Balance at December 31, 2019

​

$

1,626

​

$

(70,546)

​

$

(206,930)

​

$

(275,850)

Other comprehensive income (loss) before reclassification

​

 

(790)

​

​

(40,111)

​

​

4,023

(3)

 

(36,878)

Amounts reclassified from AOCI

​

 

1,651

(1)

​

8,887

(2)

​

—

​

 

10,538

Net current-period other comprehensive income (loss)

​

 

861

​

​

(31,224)

​

​

4,023

​

 

(26,340)

Balance at December 31, 2020

​

$

2,487

​

$

(101,770)

​

$

(202,907)

​

$

(302,190)

​

(1)During 2020, this AOCI reclassification is a component of Net sales of $(1,478) (net of tax of $(537)) and Cost of goods sold of $173 (net of tax of $(15)); during 2019, the reclassification is a component of Net sales of $719 (net of tax of $256) and Cost of goods sold of $(356) (net of tax of $(98)). Refer to Note 15 to the consolidated financial statements for additional details.

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Table of Contents

​

(2)This AOCI component is included in the computation of net periodic pension costs (net of tax of $2,857 and $984 during the years ended December 31, 2020 and 2019, respectively). Refer to Note 12 to the consolidated financial statements for additional details.
(3)The Other comprehensive income before reclassifications excludes $45 and $281 attributable to Non-controlling interests in the years ended December 31, 2020 and 2019, respectively. The reclassified AOCI component is included in the computation of Non-controlling interests. Refer to the Consolidated Statements of Equity for additional details.

​

​

NOTE 9 – DEBT

At December 31, 2020 and 2019, debt consisted of the following:

​

​

​

​

​

​

​

​

​

​

December 31, 

​

    

2020

    

2019

Long-term debt

 

​

  

 

​

  

Senior Unsecured Notes due through 2045, interest at 2.8% to 4.0% (net of debt issuance costs of $1,178 and $1,282 at December 31, 2020 and 2019, respectively), swapped $50,000 to variable interest rates of 2.4% to 2.6% in 2019

​

$

704,886

​

$

701,681

Other borrowings due through 2023, interest up to 2.0%

​

 

10,681

​

 

10,733

​

​

 

715,567

​

 

712,414

Less current portion

​

 

111

​

 

112

Long-term debt, less current portion

​

 

715,456

​

 

712,302

Short-term debt

​

 

​

​

 

  

Amounts due banks, weighted average interest at 17.9% in 2020 and 4.9% in 2019

​

 

2,623

​

 

34,857

Current portion long-term debt

​

 

111

​

 

112

Total short-term debt

​

 

2,734

​

 

34,969

Total debt

​

$

718,190

​

$

747,271

​

At December 31, 2020 and 2019, the fair value of long-term debt, including the current portion, was approximately $793,591 and $721,494, respectively, which was determined using available market information and methodologies requiring judgment. Since judgment is required in interpreting market information, the fair value of the debt is not necessarily the amount which could be realized in a current market exchange.

Senior Unsecured Notes

On April 1, 2015, the Company entered into a Note Purchase Agreement pursuant to which it issued senior unsecured notes (the "2015 Notes") in the aggregate principal amount of $350,000 through a private placement. On October 20, 2016 the Company entered into a Note Purchase Agreement pursuant to which it issued senior unsecured notes (the "2016 Notes") in the aggregate principal amount of $350,000 through a private placement. Interest on the notes are payable semi-annually. The proceeds were used for general corporate purposes. The 2015 Notes and 2016 Notes contain certain affirmative and negative covenants. As of December 31, 2020, the Company was in compliance with all of its debt covenants.

F-24

Table of Contents

​

The maturity and interest rates of the 2015 Notes and 2016 Notes are as follows:

​

​

​

​

​

​

​

​

​

​

​

    

Amount

    

Maturity Date

    

Interest Rate

 

2015 Notes

 

​

  

 

  

 

  

​

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

%

2016 Notes

​

 

  

​

  

 

  

​

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

%

​

The Company’s total weighted average effective interest rate and remaining weighted average term, inclusive of the 2015 Notes and 2016 Notes, is 3.3% and 13.4 years, respectively.

Revolving Credit Agreement

The Company has a line of credit totaling $400,000 through the Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement has a term of 5 years with a maturity date of June 30, 2022 and may be increased, subject to certain conditions, by an additional amount up to $100,000. The interest rate on borrowings is based on either the London Inter-Bank Offered Rate ("LIBOR") or the prime rate, plus a spread based on the Company’s leverage ratio, at the Company’s election. The Credit Agreement contains customary affirmative, negative and financial covenants for credit facilities of this type, including limitations on the Company and its subsidiaries with respect to liens, investments, distributions, mergers and acquisitions, dispositions of assets, transactions with affiliates, a fixed charges coverage ratio and total leverage ratio. As of December 31, 2020, the Company was in compliance with all of its covenants and had no outstanding borrowings under the Credit Agreement.

The Company has other lines of credit totaling $81,785. As of December 31, 2020 the Company was in compliance with all of its covenants and had $2,623 outstanding at December 31, 2020.

Shelf Agreements

On November 27, 2018, the Company entered into seven uncommitted master note facilities (the "Shelf Agreements") that allow borrowings up to $700,000 in the aggregate. The Shelf Agreements have a term of 5 years and the average life of borrowings cannot exceed 15 years. The Company is required to comply with covenants similar to those contained in the 2015 Notes and 2016 Notes. As of December 31, 2020, the Company was in compliance with all of its covenants and had no outstanding borrowings under the Shelf Agreements.

Other

Maturities of long-term debt, including payments for amounts due banks, for the five years succeeding December 31, 2020 are $111 in 2021, $109 in 2022, $10,609 in 2023, $0 in 2024, $200,000 in 2025 and $500,000 thereafter. Total interest paid was $26,332 in 2020, $24,950 in 2019 and $23,790 in 2018. The difference between interest paid and interest expense is due to the accrual of interest associated with the Senior Unsecured Notes and interest rate derivative contracts discussed in Note 15 to the consolidated financial statements.

​

NOTE 10 – STOCK PLANS

On April 23, 2015, the shareholders of the Company approved the 2015 Equity and Incentive Compensation Plan ("Employee Plan"). The Employee Plan provides for the granting of options, appreciation rights, restricted shares, restricted stock units and performance-based awards up to an additional 5,400,000 of the Company’s common shares. In

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​

addition, on April 23, 2015, the shareholders of the Company approved the 2015 Stock Plan for Non-Employee Directors ("2015 Director Plan"). The 2015 Director Plan provides for the granting of options, restricted shares and restricted stock units up to an additional 300,000 of the Company’s common shares. At December 31, 2020, there were 2,450,999 common shares available for future grant under all plans.

Stock Options

The following table summarizes stock option activity for the year ended December 31, 2020 under all Plans:

​

​

​

​

​

​

​

​

​

​

​

Weighted

​

​

​

​

Average

​

​

Number of

​

Exercise

​

    

Options

    

Price

Balance at beginning of year

 

1,318,290

​

$

71.25

Options granted

 

222,589

​

 

89.63

Options exercised

 

(298,814)

​

 

57.44

Options canceled

​

(1,360)

​

​

54.76

Options forfeited

​

(60,944)

​

​

89.35

Balance at end of year

 

1,179,761

​

 

77.31

Exercisable at end of year

 

843,927

​

 

72.50

​

Options granted under both the Employee Plan and its predecessor plans may be outstanding for a maximum of 10 years from the date of grant. The majority of options granted vest ratably over a period of 3 years from the grant date. The exercise prices of all options were equal to the quoted market price of the Company’s common shares at the date of grant. The Company issued shares of common stock from treasury upon all exercises of stock options in 2020. In 2020, all options issued were under the Employee Plan.

The Company uses the Black-Scholes option pricing model for estimating fair values of options. In estimating the fair value of options granted, the expected option life is based on the Company’s historical experience. The expected volatility is based on historical volatility. The weighted average assumptions for each of the three years ended December 31 were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

    

2020

    

2019

    

2018

 

Expected volatility

 

​

25.80

%  

​

25.98

%  

​

25.36

%

Dividend yield

 

​

2.51

%  

​

2.42

%  

​

1.92

%

Risk-free interest rate

 

​

1.41

%  

​

2.49

%  

​

2.69

%

Expected option life (years)

 

​

4.7

 

​

4.6

 

​

4.6

​

Weighted average fair value per option granted during the year

​

$

15.97

​

$

17.46

​

$

18.97

​

​

The following table summarizes non-vested stock options for the year ended December 31, 2020:

​

​

​

​

​

​

​

​

​

​

​

Weighted Average

​

​

Number of

​

Fair Value at

​

    

Options

    

Grant Date

Balance at beginning of year

 

374,575

​

$

17.93

Granted

 

222,589

​

 

15.97

Vested

 

(199,026)

​

 

17.91

Canceled

​

(1,360)

​

​

15.77

Forfeited

​

(60,944)

​

​

16.69

Balance at end of year

 

335,834

​

 

16.88

​

The aggregate intrinsic value of options outstanding and exercisable which would have been received by the optionees had all awards been exercised at December 31, 2020 was $45,946 and $36,926, respectively. The total intrinsic value of

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​

awards exercised during 2020, 2019 and 2018 was $13,269, $13,964 and $4,779, respectively. The total fair value of options that vested during 2020, 2019 and 2018 was $3,564, $3,012 and $3,511, respectively.

The following table summarizes information about awards outstanding as of December 31, 2020:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Outstanding

​

Exercisable

​

​

​

​

Weighted

​

Weighted

​

​

​

Weighted

​

Weighted

​

​

Number of

​

Average

​

Average

​

Number of

​

Average

​

Average

​

​

Stock

​

Exercise

​

Remaining

​

Stock

​

Exercise

​

Remaining

Exercise Price Range

    

Options

    

Price

    

Life (years)

    

Options

    

Price

    

Life (years)

Under $49.99

 

66,475

​

$

43.28

 

1.50

 

66,475

​

$

43.28

 

1.50

$50.00 - $59.99

 

171,225

​

 

58.13

 

5.10

 

171,225

​

 

58.13

 

5.10

Over $60.00

 

942,061

​

 

83.19

 

6.50

 

606,227

​

 

79.76

 

5.40

​

 

1,179,761

​

​

​

 

6.00

 

843,927

​

​

​

 

5.00

​

​

Restricted Stock Units ("RSUs") and Performance Share Units ("PSUs")

The following table summarizes RSU and PSU activity for the year ended December 31, 2020 under all Plans:

​

​

​

​

​

​

​

​

​

​

​

Weighted

​

​

​

​

Average

​

​

Number of

​

Grant Date

​

    

Units

    

Fair Value

Balance at beginning of year

 

481,129

​

$

85.58

Units granted

 

184,936

​

 

93.38

Units vested

 

(212,430)

​

 

82.77

Units forfeited

 

(42,146)

​

 

88.58

Balance at end of year

 

411,489

​

 

90.23

​

RSUs are valued at the quoted market price on the grant date. The majority of RSUs vest over a period of 3 years. The Company issues shares of common stock from treasury upon the vesting of RSUs and any earned dividend equivalents. Conversion of 54,503 RSUs and PSUs to common shares in 2020 were deferred as part of the 2005 Deferred Compensation Plan for Executives (the "2005 Plan"). As of December 31, 2020, 87,951 RSUs and PSUs, including related dividend equivalents, have been deferred under the 2005 Plan. These units are reflected within dilutive shares in the calculation of earnings per share. In 2020, 141,751 RSUs were issued under the Employee Plan and the 2015 Director Plan. The remaining weighted average vesting period of all non-vested RSUs is 1.5 years as of December 31, 2020.

PSUs are valued at the quoted market price on the grant date. PSUs vest over a period of 3 years and are based on the Company’s performance relative to pre-established performance goals. The Company issues common stock from treasury upon the vesting of PSUs and any earned dividend equivalents. In 2020, the Company issued 43,185 PSU’s and has 90,980 PSUs outstanding under the Employee Plan at a weighted average fair value of $89.58 per share. The remaining weighted average vesting period of all non-vested PSUs is 1.1 years as of December 31, 2020.

Stock-Based Compensation Expense

Expense is recognized for all awards of stock-based compensation by allocating the aggregate grant date fair value over the vesting period. No expense is recognized for any stock options, restricted or deferred shares, RSUs or PSUs ultimately forfeited because recipients fail to meet vesting requirements. Total stock-based compensation expense recognized in the Consolidated Statements of Income for 2020, 2019 and 2018 was $15,388, $16,624 and $18,554, respectively. The related tax benefit for 2020, 2019 and 2018 was $3,874, $4,151 and $4,632, respectively. As of December 31, 2020, total unrecognized stock-based compensation expense related to non-vested stock options, RSUs and PSUs was $19,755, which is expected to be recognized over a weighted average period of approximately 1.9 years.

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Table of Contents

​

Lincoln Stock Purchase Plan

The 1995 Lincoln Stock Purchase Plan provides employees the ability to purchase open market shares on a commission-free basis up to a limit of ten thousand dollars annually. Under this plan, 800,000 shares have been authorized to be purchased. Shares purchased were 13,667 in 2020, 13,300 in 2019 and 8,324 in 2018.

​

NOTE 11 – COMMON STOCK REPURCHASE PROGRAM

The Company has a share repurchase program for up to 55 million of the Company’s common shares. On February 12, 2020, the Company’s Board of Director’s approved a new share repurchase program authorizing the Company to repurchase, in the aggregate, up to an additional 10 million shares of its outstanding common shares under this program. From time to time at management's discretion, the Company repurchases its common shares in the open market, depending on market conditions, stock price and other factors. During the year ended December 31, 2020, the Company purchased a total of 1.4 million shares at an average cost per share of $80.22. As of December 31, 2020, there remained 11.5 million shares remained available for repurchase under the stock repurchase program. The treasury shares have not been retired.

​

NOTE 12 – RETIREMENT ANNUITY AND GUARANTEED CONTINUOUS EMPLOYMENT PLANS

The Company maintains a number of defined benefit and defined contribution plans to provide retirement benefits for employees. These plans are maintained and contributions are made in accordance with the Employee Retirement Income Security Act of 1974 ("ERISA"), local statutory law or as determined by the Board of Directors. The plans generally provide benefits based upon years of service and compensation. Pension plans are funded except for a domestic non-qualified pension plan for certain key employees and certain foreign plans. The Company uses a December 31 measurement date for its plans.

The Company does not have, and does not provide for, any postretirement or postemployment benefits other than pensions and certain non-U.S. statutory termination benefits.

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Table of Contents

​

Defined Benefit Plans

Contributions are made in amounts sufficient to fund current service costs on a current basis and to fund past service costs, if any, over various amortization periods.

Obligations and Funded Status

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

December 31, 

​

​

2020

​

2019

​

​

U.S. pension

​

Non-U.S.

​

U.S. pension

​

Non-U.S.

​

    

plans

    

pension plans

    

plans

    

pension plans

Change in benefit obligations

 

​

  

 

​

  

 

​

  

 

​

  

Benefit obligations at beginning of year

​

$

492,511

​

$

176,858

​

$

438,945

​

$

168,811

Service cost

​

 

156

​

 

3,140

​

 

140

​

 

2,908

Interest cost

​

 

14,670

​

 

2,755

​

 

18,610

​

 

3,739

Plan participants' contributions

​

 

—

​

 

142

​

 

—

​

 

153

Acquisitions & other adjustments

​

 

—

​

 

11

​

 

—

​

 

(1,864)

Actuarial (gain) loss (1)

​

 

100,346

​

 

7,161

​

 

58,842

​

 

10,653

Benefits paid

​

 

(10,105)

​

 

(7,064)

​

 

(24,026)

​

 

(8,961)

Settlements/curtailments (2)

​

 

(39,632)

​

 

(2,701)

​

 

—

​

 

(1,256)

Currency translation

​

 

—

​

 

9,839

​

 

—

​

 

2,675

Benefit obligations at end of year

​

 

557,946

​

 

190,141

​

 

492,511

​

 

176,858

​

​

​

​

​

​

​

​

​

​

​

​

​

Change in plan assets

​

 

​

​

 

​

​

 

  

​

 

  

Fair value of plan assets at beginning of year

​

 

589,551

​

 

105,673

​

 

512,078

​

 

100,187

Actual return on plan assets

​

 

72,596

​

 

8,403

​

 

100,744

​

 

9,743

Employer contributions

​

 

—

​

 

2,818

​

 

—

​

 

2,210

Plan participants' contributions

​

 

—

​

 

142

​

 

—

​

 

153

Acquisitions & other adjustments

​

 

—

​

 

—

​

 

—

​

 

(2,651)

Benefits paid

​

 

(8,875)

​

 

(4,403)

​

 

(23,271)

​

 

(6,120)

Settlements (2)

​

 

(35,248)

​

 

(633)

​

 

—

​

 

(920)

Currency translation

​

 

—

​

 

5,058

​

 

—

​

 

3,071

Fair value of plan assets at end of year

​

 

618,024

​

 

117,058

​

 

589,551

​

 

105,673

​

​

​

​

​

​

​

​

​

​

​

​

​

Funded status at end of year

​

 

60,078

​

 

(73,083)

​

 

97,040

​

 

(71,185)

Unrecognized actuarial net loss

​

 

108,873

​

 

28,637

​

 

67,050

​

 

28,543

Unrecognized prior service cost

​

 

—

​

 

389

​

 

—

​

 

457

Unrecognized transition assets, net

​

 

—

​

 

27

​

 

—

​

 

30

Net amount recognized

​

$

168,951

​

$

(44,030)

​

$

164,090

​

$

(42,155)

​

(1)Actuarial losses in 2020 were primarily the result of a decrease in the Company’s U.S. pension plan discount rate from 3.4% in 2019 to 2.2% in 2020.
(2)Settlements in 2020 resulting from lump sum pension payments.

The after-tax amounts of unrecognized actuarial net loss, prior service costs and transition assets included in Accumulated other comprehensive loss at December 31, 2020 were $101,478, $273 and $19, respectively. The actuarial loss represents changes in the estimated obligation not yet recognized in the Consolidated Income Statement.

In March 2020, the Company approved an amendment to terminate the Lincoln Electric Company Retirement Annuity Program (“RAP”) plan effective as of December 31, 2020. The Company provided notice to participants of the intent to terminate the plan and applied for a determination letter. Pension obligations will be distributed through a combination of lump sum payments to eligible plan participants and through the purchase of a group annuity contract. During the year

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​

ended December 31, 2020 the asset allocation for RAP plan assets were adjusted in anticipation of the plan termination. Upon settlement of the pension obligations in the second half of 2021, the Company will reclassify unrecognized actuarial gains or losses, currently recorded in AOCI to the Company's Consolidated Statements of Income as settlement charges. As of December 31, 2020, the Company had unrecognized losses related to the plan of $106,377. The Company anticipates the termination process will be substantially complete by the end of 2021.

Amounts Recognized in Consolidated Balance Sheets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

December 31, 

​

​

2020

​

2019

​

​

U.S. pension

​

Non-U.S.

​

U.S. pension

​

Non-U.S.

​

    

plans

    

Pension plans

    

plans

    

pension plans

Prepaid pensions (1)

​

$

71,402

​

$

—

​

$

111,879

​

$

—

Accrued pension liability, current (2)

​

 

(726)

​

​

(3,050)

​

 

(739)

​

 

(2,847)

Accrued pension liability, long-term (3)

​

 

(10,598)

​

​

(70,033)

​

 

(14,100)

​

 

(68,338)

Accumulated other comprehensive loss, excluding tax effects

​

 

108,873

​

​

29,053

​

 

67,050

​

 

29,030

Net amount recognized in the balance sheets

​

$

168,951

​

$

(44,030)

​

$

164,090

​

$

(42,155)

​

(1)Included in Other assets.
(2)Included in Other current liabilities.
(3)Included in Other liabilities.

Components of Pension Cost for Defined Benefit Plans

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

2020

​

2019

​

2018

​

​

U.S. pension

​

Non-U.S.

​

U.S. pension

​

Non-U.S.

​

U.S. pension

​

Non-U.S.

​

    

plans

 

pension plans

 

plans

 

pension plans

 

plans

 

pension plans

Service cost

​

$

156

​

$

3,140

​

$

140

​

$

2,908

​

$

139

​

$

3,252

Interest cost

​

 

14,670

​

 

2,755

​

 

18,610

​

 

3,739

​

 

18,084

​

 

3,703

Expected return on plan assets

​

 

(23,377)

​

 

(4,217)

​

 

(24,980)

​

 

(4,430)

​

 

(27,052)

​

 

(5,057)

Amortization of prior service cost

​

 

—

​

 

57

​

 

—

​

 

58

​

 

—

​

 

1

Amortization of net loss

​

 

1,346

​

 

1,986

​

 

1,654

​

 

2,296

​

 

1,498

​

 

2,211

Settlement charges (1)

​

 

8,118

​

 

237

​

 

—

​

 

266

​

 

6,686

​

 

(397)

Defined benefit plans

​

$

913

​

$

3,958

​

$

(4,576)

​

$

4,837

​

$

(645)

​

$

3,713

​

(1)Pension settlement charges resulting from lump sum pension payments.

The components of Pension cost for defined benefit plans, other than service cost, are included in Other income (expense) in the Company’s Consolidated Statements of Income.

Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 

​

​

2020

​

2019

​

​

U.S. pension

​

Non-U.S.

​

U.S. pension

​

Non-U.S.

​

    

plans

    

pension plans

    

plans

    

pension plans

Projected benefit obligation

​

$

11,278

​

$

144,576

​

$

14,794

​

$

169,455

Accumulated benefit obligation

​

 

10,887

​

 

140,169

​

 

14,521

​

 

164,203

Fair value of plan assets

​

 

—

​

 

71,285

​

 

—

​

 

98,434

​

The total accumulated benefit obligation for all plans was $742,284 as of December 31, 2020 and $663,163 as of December 31, 2019.

F-30

Table of Contents

​

Benefit Payments for Plans

Benefits expected to be paid for the plans are as follows:

​

​

​

​

​

​

​

​

​

​

U.S. pension

​

Non-U.S.

​

    

Plans

    

pension plans

Estimated Payments

​

​

​

​

​

​

2021

​

$

559,078

​

$

8,968

2022

​

 

733

​

 

8,213

2023

​

 

2,413

​

 

7,846

2024

​

 

788

​

 

8,988

2025

​

 

1,054

​

 

9,167

2026 through 2030

​

 

5,321

​

 

40,379

​

Assumptions

Weighted average assumptions used to measure the benefit obligation for the Company’s significant defined benefit plans as of December 31, 2020 and 2019 were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 

 

​

​

2020

​

2019

 

​

​

U.S. pension

​

Non-U.S.

​

U.S. pension

​

Non-U.S.

 

​

    

plans

    

pension plans

    

plans

    

pension plans

 

Discount Rate

 

2.2

%  

1.3

%  

3.4

%  

1.7

%

Rate of increase in compensation

 

2.5

%  

2.7

%  

2.5

%  

2.6

%

​

Weighted average assumptions used to measure the net periodic benefit cost for the Company’s significant defined benefit plans for each of the three years ended December 31 were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 

 

​

​

2020

​

2019

​

2018

 

​

​

U.S. pension

​

Non-U.S.

​

U.S. pension

​

Non-U.S.

​

U.S. pension

​

Non-U.S.

 

​

    

plans

    

pension plans

    

plans

    

pension plans

    

plans

    

pension plans

 

Discount rate

 

3.4

%  

1.7

%  

4.4

%  

2.3

%  

3.7

%  

2.0

%

Rate of increase in compensation

 

2.5

%  

2.6

%  

2.5

%  

2.8

%  

2.5

%  

2.7

%

Expected return on plan assets

 

4.0

%  

4.1

%  

5.0

%  

4.5

%  

5.0

%  

4.6

%

​

To develop the discount rate assumptions, the Company refers to the yield derived from matching projected pension payments with maturities of bonds rated AA or an equivalent quality. The expected long-term rate of return assumption is based on the weighted average expected return of the various asset classes in the plans’ portfolio and the targeted allocation of plan assets. The asset class return is developed using historical asset return performance as well as current market conditions such as inflation, interest rates and equity market performance. The rate of compensation increase is determined by the Company based upon annual reviews.

Pension Plans’ Assets

The primary objective of the pension plans’ investment policy is to ensure sufficient assets are available to provide benefit obligations when such obligations mature. Investment management practices must comply with ERISA or any other applicable regulations and rulings. The overall investment strategy for the defined benefit pension plans’ assets is to achieve a rate of return over a normal business cycle relative to an acceptable level of risk that is consistent with the long-term objectives of the portfolio. Excluding the RAP plan assets, the target allocation for plan assets is 10% to 20% equity securities and 80% to 90% debt securities.

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Table of Contents

​

The following table sets forth, by level within the fair value hierarchy, the pension plans’ assets as of December 31, 2020:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pension Plans' Assets at Fair Value as of December 31, 2020

​

​

Quoted Prices in

​

​

​

​

​

​

​

​

​

​

​

Active Markets

​

​

​

​

Significant

​

​

​

​

​

for Identical

​

Significant Other

​

Unobservable

​

​

​

​

​

Assets

​

Observable Inputs

​

Inputs

​

​

​

​

    

(Level 1)

    

(Level 2)

    

(Level 3)

    

Total

Cash and cash equivalents

​

$

9,162

​

$

—

​

$

—

​

$

9,162

Fixed income securities (1)

​

 

​

​

 

​

​

 

​

​

 

​

U.S. government bonds

​

 

24,257

​

 

—

​

 

—

​

 

24,257

Corporate debt and other obligations

​

 

—

​

 

213,227

​

 

—

​

 

213,227

Investments measured at NAV (2)

​

 

​

​

 

​

​

 

​

​

 

​

Common trusts and 103-12 investments (3)

​

 

​

​

 

​

​

 

​

​

 

460,474

Private equity funds (4)

​

 

​

​

 

​

​

 

​

​

 

27,962

Total investments at fair value

​

$

33,419

​

$

213,227

​

$

—

​

$

735,082

​

The following table sets forth, by level within the fair value hierarchy, the pension plans’ assets as of December 31, 2019:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pension Plans' Assets at Fair Value as of December 31, 2019

​

​

Quoted Prices

​

​

​

​

​

​

​

​

​

​

​

in Active Markets

​

​

​

​

Significant

​

​

​

​

​

for Identical

​

Significant Other

​

Unobservable

​

​

​

​

​

Assets

​

Observable Inputs

​

Inputs

​

​

​

​

    

(Level 1)

    

(Level 2)

    

(Level 3)

    

Total

Cash and cash equivalents

​

$

11,263

​

$

—

​

$

—

​

$

11,263

Fixed income securities (1)

​

 

  

​

 

  

​

 

  

​

 

  

U.S. government bonds

​

 

46,048

​

 

—

​

 

—

​

 

46,048

Corporate debt and other obligations

​

 

—

​

 

482,203

​

 

—

​

 

482,203

Investments measured at NAV (2)

​

 

  

​

 

  

​

 

  

​

 

  

Common trusts and 103-12 investments (3)

​

 

​

​

 

  

​

 

  

​

 

124,389

Private equity funds (4)

​

 

​

​

 

  

​

 

  

​

 

31,321

Total investments at fair value

​

$

57,311

​

$

482,203

​

$

—

​

$

695,224

​

(1)Fixed income securities are primarily comprised of governmental and corporate bonds directly held by the plans. Governmental and corporate bonds are valued using both market observable inputs for similar assets that are traded on an active market and the closing price on the active market on which the individual securities are traded.
(2)Certain assets that are measured at fair value using the net asset value ("NAV") practical expedient have not been classified in the fair value hierarchy.
(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 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. Private equity fund valuations are based on the NAV of the underlying assets. 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

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​

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.

Supplemental Executive Retirement Plan

The Company maintained a domestic unfunded Supplemental Executive Retirement Plan ("SERP") under which non-qualified supplemental pension benefits are paid to certain employees in addition to amounts received under the Company’s qualified retirement plan which is subject to IRS limitations on covered compensation. The annual cost of this program has been included in the determination of total net pension costs shown above and was $1,225, $576 and $1,268 in 2020, 2019 and 2018, respectively. The projected benefit obligation associated with this plan is also included in the pension disclosure shown above and was $8,194, $12,202 and $12,183 at December 31, 2020, 2019 and 2018, respectively.

Defined Contribution Plans

Substantially all U.S. employees are covered under defined contribution plans. In October 2016, the Company announced a plan redesign of the Savings Plan that was effective January 1, 2017. The Savings Plan provides that eligible employees receive up to 6% of employees’ annual compensation through Company matching contributions of 100% of the first 3% of employee compensation contributed to the plan, and automatic Company contributions equal to 3% of annual compensation. In addition, certain employees affected by the RAP freeze in 2016 are also eligible to receive employer contributions equal to 6% of annual compensation for a minimum period of five years or to the end of the year in which they complete thirty years of service.

Effective January 1, 2017, the Company created The Lincoln Electric Company Restoration Plan (“Restoration Plan”). The Restoration Plan is a domestic unfunded plan maintained for the purpose of providing certain employees the ability to fully participate in standard employee retirement offerings, which are limited by IRS regulations on covered compensation.

The annual costs recognized for defined contribution plans were $22,593, $24,835 and $26,477 in 2020, 2019 and 2018, respectively.

Other Benefits

The Cleveland, Ohio, area operations have a Guaranteed Continuous Employment Plan covering substantially all employees which, in general, provides that the Company will provide work for at least 75% of every standard work week (presently 40 hours). This plan does not guarantee employment when the Company’s ability to continue normal operations is seriously restricted by events beyond the control of the Company. The Company has reserved the right to terminate this plan effective at the end of a calendar year by giving notice of such termination not less than six months prior to the end of such year.

​

NOTE 13 — OTHER INCOME (EXPENSE)

The components of Other income (expense) were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

    

​

2020

    

2019

    

2018

Equity earnings in affiliates

​

​

$

408

 

$

3,163

​

$

5,481

Other components of net periodic pension (cost) income (1)

​

​

 

(1,575)

 

 

2,787

​

 

502

Other income (expense) (2)

​

​

 

5,109

 

 

15,048

​

 

4,703

Total Other income (expense)

​

​

$

3,942

 

$

20,998

​

$

10,686

​

(1)Other components of net periodic pension (cost) income includes pension settlements and curtailments. Refer to Note 12 to the consolidated financial statements for details.

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​

(2)Includes a gain on change in control related to the acquisition of Askaynak in the year ended December 31, 2019. Refer to Note 4 to the consolidated financial statements for details.

​

​

NOTE 14 – INCOME TAXES

The components of income before income taxes were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

    

Year Ended December 31, 

​

    

2020

    

2019

    

2018

U.S.

​

$

179,650

​

$

237,296

​

$

255,088

Non-U.S.

​

 

84,390

​

 

131,197

​

 

113,572

Total

​

$

264,040

​

$

368,493

​

$

368,660

​

The components of income tax expense (benefit) were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

    

Year Ended December 31, 

​

    

2020

    

2019

    

2018

Current:

​

​

  

 

​

  

 

​

  

Federal

​

$

30,091

​

$

25,063

​

$

45,521

Non-U.S.

​

 

18,020

​

 

26,540

​

 

28,894

State and local

​

 

8,770

​

 

9,064

​

 

10,515

​

​

 

56,881

​

 

60,667

​

 

84,930

Deferred:

​

 

​

​

 

  

​

 

  

Federal

​

 

(1,898)

​

 

6,971

​

 

(691)

Non-U.S.

​

 

3,196

​

 

6,513

​

 

(3,121)

State and local

​

 

(283)

​

 

1,259

​

 

549

​

​

 

1,015

​

 

14,743

​

 

(3,263)

Total

​

$

57,896

​

$

75,410

​

$

81,667

​

The differences between total income tax expense and the amount computed by applying the statutory federal income tax rate to income before income taxes for the three years ended December 31, 2020 were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Year Ended December 31, 

 

​

    

2020

    

2019

    

2018

 

Statutory rate applied to pre-tax income

​

$

55,448

​

$

77,384

​

$

77,419

​

State and local income taxes, net of federal tax benefit

​

 

6,149

​

 

8,830

​

 

8,844

​

Net impact of the U.S. Tax Act

​

 

—

​

 

—

​

 

4,823

​

Foreign withholding taxes

​

 

—

​

 

—

​

 

(4,424)

​

Resolution and settlements to uncertain tax positions

​

 

(4,146)

​

 

(9,432)

​

 

(457)

​

Foreign Derived Intangible Income Deduction

​

 

(1,267)

​

 

(4,315)

​

 

(2,647)

​

Foreign rate variance

​

 

85

​

 

7,023

​

 

(4,560)

​

Valuation allowances

​

 

4,753

​

 

3,198

​

 

5,596

​

Research and development credit

​

 

(4,400)

​

 

(4,786)

​

 

(3,859)

​

Other

​

 

1,274

​

 

(2,492)

​

 

932

​

Total

​

$

57,896

​

$

75,410

​

$

81,667

​

Effective tax rate

​

 

21.9

%  

 

20.5

%  

 

22.2

%

​

The 2020 effective tax rate was higher than 2019 primarily due to the impact of lower income tax benefits for the settlement of tax items.

Total income tax payments, net of refunds, were $59,360 in 2020, $42,880 in 2019 and $85,805 in 2018.

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​

Deferred Taxes

Significant components of deferred tax assets and liabilities at December 31, 2020 and 2019, were as follows:

​

​

​

​

​

​

​

​

​

    

December 31, 

​

    

2020

    

2019

Deferred tax assets:

​

​

  

 

​

  

Tax loss and credit carry-forwards

​

$

56,076

​

$

64,712

Inventory

​

 

2,525

​

 

3,442

Other accruals

​

 

14,084

​

 

13,048

Employee benefits

​

 

27,673

​

 

24,532

Pension obligations

​

 

13,021

​

 

11,561

Other

​

 

4,306

​

 

3,401

Deferred tax assets, gross

​

 

117,685

​

 

120,696

Valuation allowance

​

 

(65,413)

​

 

(71,546)

Deferred tax assets, net

​

 

52,272

​

 

49,150

Deferred tax liabilities:

​

 

​

​

 

  

Property, plant and equipment

​

 

36,795

​

 

39,583

Intangible assets

​

 

13,595

​

 

16,695

Inventory

​

 

5,586

​

 

6,427

Pension obligations

​

 

16,070

​

 

25,171

Other

​

 

10,009

​

 

11,285

Deferred tax liabilities

​

 

82,055

​

 

99,161

Total deferred taxes

​

$

(29,783)

​

$

(50,011)

​

At December 31, 2020, certain subsidiaries had net operating loss carry-forwards of approximately $42,824 that expire in various years from 2021 through 2034, plus $174,993 for which there is no expiration date.

In assessing the realizability of deferred tax assets, the Company assesses whether it is more-likely-than-not that a portion or all of the deferred tax assets will not be realized. The Company considers the scheduled reversal of deferred tax liabilities, tax planning strategies and projected future taxable income in making this assessment. At December 31, 2020, a valuation allowance of $65,413 was recorded against certain deferred tax assets based on this assessment. The Company believes it is more-likely-than-not that the tax benefit of the remaining net deferred tax assets will be realized. The amount of net deferred tax assets considered realizable could be increased or reduced in the future if the Company’s assessment of future taxable income or tax planning strategies changes.

The Company determined it will repatriate earnings for certain non-U.S. subsidiaries, which are subject to foreign withholding taxes. The Company has estimated the associated tax to be $1,786. The Company considers remaining earnings and outside basis in all other non-U.S. subsidiaries to be indefinitely reinvested and has not recorded any deferred taxes as such estimate is not practicable.

Unrecognized Tax Benefits

Liabilities for unrecognized tax benefits related to uncertain tax positions are classified as Other liabilities unless expected to be paid in one year. Additionally, to the extent a position would not result in a cash tax liability, those amounts are generally recorded to Deferred income taxes to offset tax attributes. The Company recognizes interest and penalties related to unrecognized tax benefits in Income taxes. Current income tax expense included benefits of $244 for the year ended December 31, 2020 and benefits of $1,957 for the year ended December 31, 2019 for interest and penalties. For those same years, the Company’s accrual for interest and penalties related to unrecognized tax benefits totaled $4,120 and $4,512, respectively.

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​

The following table summarizes the activity related to unrecognized tax benefits:

​

​

​

​

​

​

​

​

​

    

2020

​

2019

Balance at beginning of year

    

$

20,585

    

$

28,804

Increase related to current year tax provisions

​

 

1,661

​

 

1,204

Increase/(decrease) related to prior years' tax positions

​

 

683

​

 

(101)

Decrease related to settlements with taxing authorities

​

 

(1,476)

​

 

(3,567)

Resolution of and other decreases in prior years' tax liabilities

​

 

(4,537)

​

 

(5,692)

Other

​

 

680

​

 

(63)

Balance at end of year

​

$

17,596

​

$

20,585

​

The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $14,202 at December 31, 2020 and $17,552 at December 31, 2019.

The Company files income tax returns in the U.S. and various state, local and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local or non-U.S. income tax examinations by tax authorities for years before 2016. The Company is currently subject to various state audits and non-U.S. income tax audits. The Company is generally not able to precisely estimate the ultimate settlement amounts or timing until after the close of an audit. The Company evaluates its tax positions and establishes liabilities for unrecognized tax benefits related to uncertain tax positions that may be challenged by local authorities and may not be fully sustained.

Unrecognized tax benefits are reviewed on an ongoing basis and are adjusted for changing facts and circumstances, including management’s judgment in the interpretation of applicable tax law, regulation or tax ruling, the progress of tax audits and closing of statutes of limitations. Based on information currently available, management believes that additional audit activity could be completed and/or statutes of limitations may close relating to existing unrecognized tax benefits. It is reasonably possible there could be a further reduction of $1,765 in prior years’ unrecognized tax benefits in 2021.

​

NOTE 15 – DERIVATIVES

The Company uses derivative instruments to manage exposures to currency exchange rates, interest rates and commodity prices arising in the normal course of business. Both at inception and on an ongoing basis, the derivative instruments that qualify for hedge accounting are assessed as to their effectiveness, when applicable. Hedge ineffectiveness was immaterial for each of the three years in the period ended December 31, 2020.

The Company is subject to the credit risk of the counterparties to derivative instruments. Counterparties include a number of major banks and financial institutions. None of the concentrations of risk with any individual counterparty was considered significant at December 31, 2020. The Company does not expect any counterparties to fail to meet their obligations.

Cash flow hedges

Certain foreign currency forward contracts are qualified and designated as cash flow hedges. The dollar equivalent gross notional amount of these short-term contracts was $69,051 at December 31, 2020 and $59,982 at December 31, 2019.

During March and April 2020, in anticipation of future debt issuance associated with the Notes referenced in Note 12, the Company entered into interest rate forward starting swap agreements to hedge the variability of future changes in interest rates. The forward starting swap agreements were qualified and designated as a cash flow hedge. The changes in fair value are recorded as part of AOCI, and upon completion of debt issuance and termination of the swaps, are amortized to interest expense over the life of the underlying debt. The dollar equivalent gross notional amount of the long-term contracts was $100,000 at December 31, 2020 and have a termination date of August 2025.

F-36

Table of Contents

​

Fair value hedges

Certain interest rate swap agreements are qualified and designated as fair value hedges. At December 31, 2019, the Company had interest rate swap agreements outstanding that effectively convert notional amounts of $50,000 of debt from a fixed interest rate to a variable interest rate based on three-month LIBOR plus a spread of between 0.5% and 0.6%. The variable rates reset every three months, at which time payment or receipt of interest will be settled. The Company terminated the interest rate swaps in the year ended December 31, 2020, which resulted in a gain of $6,629 that is amortized to interest expense over the remaining life of the underlying debt.

Net investment hedges

The Company has cross currency swaps that are qualified and designated as net investment hedges. The dollar equivalent gross notional amount of these contracts is $50,000 as of December 31, 2020.

Derivatives not designated as hedging instruments

The Company has certain foreign exchange forward contracts which are not designated as hedges. These derivatives are held as hedges of certain balance sheet exposures. The dollar equivalent gross notional amount of these contracts was $391,112 at December 31, 2020 and $363,820 at December 31, 2019.

Fair values of derivative instruments in the Company’s Consolidated Balance Sheets follow:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2020

​

December 31, 2019

​

Other

​

Other

​

​

​

​

​

​

​

Other

​

Other

​

​

​

​

​

​

​

Current

​

Current

​

Other

​

Other

​

Current

​

Current

​

Other

​

Other

Derivatives by hedge designation

Assets

    

Liabilities

    

Assets

    

Liabilities

    

Assets

    

Liabilities

    

Assets

    

Liabilities

Designated as hedging instruments:

​

  

 

​

  

 

​

  

 

​

  

 

​

  

 

​

  

 

​

  

 

​

  

Foreign exchange contracts

$

2,451

​

$

1,124

​

$

—

​

$

—

​

$

1,288

​

$

522

​

$

—

​

$

—

Interest rate swap agreements

 

—

​

 

—

​

 

—

​

 

—

​

 

—

​

 

—

​

 

2,964

​

 

—

Forward starting swap agreements

​

—

​

​

—

​

​

4,876

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Cross currency swap agreements

 

—

​

 

—

​

 

—

​

 

4,308

​

 

—

​

 

—

​

 

—

​

 

653

Not designated as hedging instruments:

 

​

​

 

​

​

 

​

​

 

​

​

 

​

​

 

​

​

 

​

​

 

  

Foreign exchange contracts

 

1,398

​

 

3,485

​

 

—

​

 

—

​

 

2,397

​

 

973

​

 

—

​

 

—

Total derivatives

$

3,849

​

$

4,609

​

$

4,876

​

$

4,308

​

$

3,685

​

$

1,495

​

$

2,964

​

$

653

​

The effects of undesignated derivative instruments on the Company’s Consolidated Statements of Income consisted of the following:

​

​

​

​

​

​

​

​

​

​

​

    

​

    

Year Ended December 31, 

Derivatives by hedge designation

    

Classification of gain (loss)

    

2020

    

2019

Foreign exchange contracts

​

Selling, general & administrative expenses

​

$

3,160

​

$

13,154

​

The effects of designated cash flow hedges on AOCI and the Company’s Consolidated Statements of Income consisted of the following:

​

​

​

​

​

​

​

​

​

Total gain (loss) recognized in AOCI, net of tax

    

December 31, 2020

    

December 31, 2019

    

Foreign exchange contracts

​

$

660

​

$

620

​

Forward starting swap agreements

​

​

3,649

​

​

—

​

Net investment contracts

​

 

(1,822)

​

 

1,006

​

​

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​

The Company expects a gain of $660 related to existing contracts to be reclassified from AOCI, net of tax, to earnings over the next 12 months as the hedged transactions are realized.

​

​

​

​

​

​

​

​

​

​

​

    

​

    

Year Ended December 31, 

​

​

Gain (loss) recognized in the

​

​

​

​

​

​

Derivative type

    

Consolidated Statements of Income:

    

2020

    

2019

Foreign exchange contracts

 

Sales

​

$

(2,015)

​

$

975

​

 

Cost of goods sold

​

 

(158)

​

 

454

​

​

NOTE 16 – FAIR VALUE

The following table provides a summary of fair value assets and liabilities as of December 31, 2020 measured at fair value on a recurring basis:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

​

    

Quoted Prices in

    

​

​

    

​

​

​

​

​

​

​

Active Markets for

​

​

​

​

​

​

​

​

​

​

​

Identical Assets or

​

Significant Other

​

Significant

​

​

Balance as of

​

Liabilities

​

Observable Inputs

​

Unobservable

Description

    

December 31, 2020

    

(Level 1)

    

(Level 2)

    

Inputs (Level 3)

Assets:

 

​

  

 

​

  

 

​

  

 

​

  

Foreign exchange contracts

​

$

3,849

​

$

—

​

$

3,849

​

$

—

Forward starting swap agreements

​

 

4,876

​

 

—

​

 

4,876

​

 

—

Total assets

​

$

8,725

​

$

—

​

$

8,725

​

$

—

Liabilities:

​

 

  

​

 

  

​

 

  

​

 

  

Foreign exchange contracts

​

​

4,609

​

​

—

​

​

4,609

​

​

—

Cross currency swap agreements

​

 

4,308

​

 

—

​

 

4,308

​

 

—

Deferred compensation

​

 

41,539

​

 

—

​

 

41,539

​

 

—

Total liabilities

​

$

50,456

​

$

—

​

$

50,456

​

$

—

​

The following table provides a summary of fair value assets and liabilities as of December 31, 2019 measured at fair value on a recurring basis:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

​

    

Quoted Prices in

    

​

​

    

​

​

​

​

​

​

​

Active Markets for

​

​

​

​

​

​

​

​

​

​

​

Identical Assets or

​

Significant Other

​

Significant

​

​

Balance as of

​

Liabilities

​

Observable Inputs

​

Unobservable

Description

    

December 31, 2019

    

(Level 1)

    

(Level 2)

    

Inputs (Level 3)

Assets:

 

​

  

 

​

  

 

​

  

 

​

  

Foreign exchange contracts

​

$

3,685

​

$

—

​

$

3,685

​

$

—

Interest rate swap agreements

​

 

2,964

​

 

—

​

 

2,964

​

 

—

Total assets

​

$

6,649

​

$

—

​

$

6,649

​

$

—

Liabilities:

​

 

  

​

 

  

​

 

  

​

 

  

Foreign exchange contracts

​

$

1,495

​

$

—

​

$

1,495

​

$

—

Cross currency swap agreements

​

 

653

​

 

—

​

 

653

​

 

—

Deferred compensation

​

 

29,170

​

 

—

​

 

29,170

​

 

—

Total liabilities

​

$

31,318

​

$

—

​

$

31,318

​

$

—

​

The Company’s derivative contracts are valued at fair value using the market approach. The Company measures the fair value of foreign exchange contracts, interest rate swap agreements, forward starting swap agreements and cross currency swaps using Level 2 inputs based on observable spot and forward rates in active markets. During the year ended December 31, 2020, there were no transfers between Levels 1, 2 or 3.

The deferred compensation liability is the Company’s obligation under its executive deferred compensation plan. The Company measures the fair value of the liability using the market values of the participants’ underlying investment fund elections.

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The Company has various financial instruments, including cash and cash equivalents, short and long-term debt and forward contracts. While these financial instruments are subject to concentrations of credit risk, the Company has minimized this risk by entering into arrangements with a number of major banks and financial institutions and investing in several high-quality instruments. The Company does not expect any counterparties to fail to meet their obligations. The fair value of Cash and cash equivalents, Accounts receivable, Amounts due banks and Trade accounts payable approximated book value due to the short-term nature of these instruments at both December 31, 2020 and December 31, 2019. Refer to Note 9 to the consolidated financial statements for the fair value estimate of debt.

​

NOTE 17 – INVENTORY

Inventories in the Consolidated Balance Sheet is comprised of the following components:

​

​

​

​

​

​

​

​

​

​

    

​

​

​

​

​

    

​

    

December 31, 2020

    

December 31, 2019

    

Raw materials

​

$

111,888

​

$

116,716

​

Work-in-process

​

 

60,341

​

 

63,744

​

Finished goods

​

 

209,029

​

 

213,288

​

Total

​

$

381,258

​

$

393,748

​

​

The valuation of LIFO inventories is made at the end of each year based on inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs. Actual year-end inventory levels and costs may differ from interim LIFO inventory valuations. At December 31, 2020 and 2019, approximately 35% and 36% of total inventories, respectively, were valued using the LIFO method. The excess of current cost over LIFO cost was $75,581 at December 31, 2020 and $75,292 at December 31, 2019.

​

NOTE 18 – LEASES

On January 1, 2019, the Company adopted Topic 842 using the modified retrospective transition option. The adoption of Topic 842 resulted in the recording of right-of-use assets and lease liabilities for the Company’s operating leases. The table below summarizes the right-of-use assets and lease liabilities in the Company’s Consolidated Balance sheets:

​

​

​

​

​

​

​

​

​

​

Operating Leases

    

Balance Sheet Classification

    

December 31, 2020

    

December 31, 2019

Right-of-use assets

 

Other assets

​

$

43,570

​

$

51,533

​

​

​

​

​

​

​

​

​

Current liabilities

 

Other current liabilities

​

$

11,502

​

$

13,572

Noncurrent liabilities

 

Other liabilities

​

 

33,988

​

 

39,076

Total lease liabilities

 

  

​

$

45,490

​

$

52,648

​

Topic 842 did not materially impact the Company’s consolidated net earnings, cash flows or debt covenants.

Total lease expense, which is included in Cost of goods sold and Selling, general and administrative expenses in the Company’s Consolidated Statements of Income, was $23,499, $25,389 and $25,720 in the years ended December 31, 2020, 2019 and 2018, respectively. Cash paid for amounts included in the measurement of lease liabilities for the years ended December 31, 2020 and 2019 was $15,488 and $17,800, respectively, are included in Net cash provided by operating activities in the Company’s Consolidated Statements of Cash Flows. Right-of-use assets obtained in exchange for operating lease liabilities during the years ended December 31, 2020 and 2019 were $4,387 and $19,216, respectively.

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​

The total future minimum lease payments for noncancelable operating leases were as follows:

​

​

​

​

​

​

    

December 31, 2020

2021

​

$

12,702

2022

​

 

9,648

2023

​

 

7,661

2024

​

 

6,133

2025

​

 

3,336

After 2026

​

 

11,941

Total lease payments

​

$

51,421

Less: Imputed interest

​

 

(5,931)

Operating lease liabilities

​

$

45,490

​

As of December 31, 2020 and 2019, the weighted average remaining lease term was 7.3 years and 6.3 years, respectively. As of December 31, 2020 and 2019, the weighted average discount rate used to determine the operating lease liability was 3.5% and 3.6%, respectively.

​

NOTE 19 – CONTINGENCIES

The Company, like other manufacturers, is subject from time to time to a variety of civil and administrative proceedings arising in the ordinary course of business. Such claims and litigation include, without limitation, product liability claims, regulatory claims, employment-related claims and health, safety and environmental claims, some of which relate to cases alleging asbestos induced illnesses. The claimants in the asbestos cases seek compensatory and punitive damages, in most cases for unspecified amounts. The Company believes it has meritorious defenses to these claims and intends to contest such suits vigorously.

The Company accrues its best estimate of the probable costs, after a review of the facts with management and counsel and taking into account past experience. For claims or litigation that are material, if an unfavorable outcome is determined to be reasonably possible and the amount of loss can be reasonably estimated, or if an unfavorable outcome is determined to be probable and the amount of loss cannot be reasonably estimated, disclosure would be provided. Many of the current cases are in differing procedural stages and information on the circumstances of each claimant, which forms the basis for judgments as to the validity or ultimate disposition of such actions, varies greatly. Therefore, in many situations a range of possible losses cannot be made. Reserves are adjusted as facts and circumstances change and related management assessments of the underlying merits and the likelihood of outcomes change. Moreover, reserves only cover identified and/or asserted claims. Future claims could, therefore, give rise to increases to such reserves.

Based on the Company’s historical experience in litigating product liability claims, including a significant number of dismissals, summary judgments and defense verdicts in many cases and immaterial settlement amounts, as well as the Company’s current assessment of the underlying merits of the claims and applicable insurance, the Company believes resolution of these claims and proceedings, individually or in the aggregate, will not have a material effect on the Company’s consolidated financial statements.

​

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Table of Contents

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NOTE 20 – PRODUCT WARRANTY COSTS

The changes in product warranty accruals were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 

​

    

2020

    

2019

    

2018

Balance at beginning of year

​

$

20,650

​

$

19,778

​

$

22,029

Accruals for warranties

​

 

17,194

​

 

17,094

​

 

8,897

Settlements

​

 

(16,175)

​

 

(16,211)

​

 

(11,403)

Foreign currency translation and other adjustments

​

 

91

​

 

(11)

​

 

255

Balance at end of year

​

$

21,760

​

$

20,650

​

$

19,778

​

​

​

​

​

​

​

F-41

Table of Contents

​

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

LINCOLN ELECTRIC HOLDINGS, INC.

(In thousands)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Additions

​

​

​

​

​

​

​

​

Balance at

​

Charged to

​

Charged

​

​

​

​

​

​

​

​

Beginning

​

Costs and

​

(Credited) to

​

​

​

​

Balance at End

Description

    

Of period

    

Expenses

    

Other Accounts (1)

    

Deductions (2)

    

of Period

Allowance for doubtful accounts:

 

​

  

 

​

  

 

​

  

 

​

  

 

​

  

Year Ended December 31, 2020

​

$

16,002

​

$

1,391

​

$

(1,239)

​

$

1,375

​

$

14,779

Year Ended December 31, 2019

​

 

12,827

​

​

1,227

​

​

3,792

​

​

1,844

​

​

16,002

Year Ended December 31, 2018

​

 

15,943

​

 

1,743

​

 

(1,037)

​

 

3,822

​

 

12,827

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Deferred tax asset valuation allowance:

​

 

  

​

 

  

​

 

  

​

 

  

​

 

  

Year Ended December 31, 2020

​

$

71,546

​

$

9,606

​

$

(6,741)

​

$

8,998

​

$

65,413

Year Ended December 31, 2019

​

 

69,400

​

​

3,691

​

​

(481)

​

​

1,064

​

​

71,546

Year Ended December 31, 2018

​

 

68,694

​

 

1,891

​

 

2,437

​

 

3,622

​

 

69,400

​

(1)Currency translation adjustment, reductions from restructuring and other adjustments.
(2)For the Allowance for doubtful accounts, deductions relate to uncollectible accounts written-off, net of recoveries. For the Deferred tax asset valuation allowance, deductions relate to the reversal of valuation allowances due to the realization of net operating loss carryforwards.

​

​

F-42

Table of Contents

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QuickLinks

​

​

​

​

ITEM 1.

BUSINESS

1

ITEM 1A.

RISK FACTORS

5

ITEM 1B.

UNRESOLVED STAFF COMMENTS

12

ITEM 1C.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

13

ITEM 2.

PROPERTIES

13

ITEM 3.

LEGAL PROCEEDINGS

14

ITEM 4.

MINE SAFETY DISCLOSURES

15

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

15

ITEM 6.

SELECTED FINANCIAL DATA (Dollars in thousands, except per share amounts)

16

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Dollars in thousands, except per share amounts)

16

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (Dollars in thousands, except per share amounts)

33

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

34

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

34

ITEM 9A.

CONTROLS AND PROCEDURES

34

ITEM 9B.

OTHER INFORMATION

35

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

35

ITEM 11.

EXECUTIVE COMPENSATION

35

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

35

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

35

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

35

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

35

ITEM 16.

FORM 10-K SUMMARY

41

SIGNATURES

42

Report of Independent Registered Public Accounting Firm

F-1

Report of Independent Registered Public Accounting Firm

F-3

LINCOLN ELECTRIC HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (Dollars in thousands)

F-6

LINCOLN ELECTRIC HOLDINGS, INC. CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts)

F-4

LINCOLN ELECTRIC HOLDINGS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands, except per share amounts)

F-5

LINCOLN ELECTRIC HOLDINGS, INC. CONSOLIDATED STATEMENTS OF EQUITY (In thousands, except per share amounts)

F-7

LINCOLN ELECTRIC HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)

F-8

LINCOLN ELECTRIC HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except share and per share amounts)

F-9

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS LINCOLN ELECTRIC HOLDINGS, INC. (In thousands)

F-42

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​

​

​