LINCOLN ELECTRIC HOLDINGS INC (LECO)
SIC breadcrumb: Manufacturing > Industrial And Commercial Machinery And Computer Equipment > SIC 3540 Metalworkg Machinery & Equipment
SEC company page: https://www.sec.gov/edgar/browse/?CIK=59527. Latest filing source: 0000059527-26-000006.
Informational only - descriptive public-record data, not investment advice.
Business
Read LECO's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read LECO's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 4,233,003,000 | USD | 2025 | 2026-02-25 |
| Net income | 520,533,000 | USD | 2025 | 2026-02-25 |
| Assets | 3,777,577,000 | USD | 2025 | 2026-02-25 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-25. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000059527.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2009 | 2010 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 3,003,272,000 | 2,655,400,000 | 3,234,180,000 | 3,761,211,000 | 4,191,636,000 | 4,008,670,000 | 4,233,003,000 | |||||
| Net income | 48,576,000 | 130,244,000 | 287,066,000 | 293,109,000 | 206,115,000 | 276,580,000 | 472,224,000 | 545,248,000 | 466,108,000 | 520,533,000 | ||
| Operating income | 283,614,000 | 376,942,000 | 375,539,000 | 370,910,000 | 282,071,000 | 461,669,000 | 612,336,000 | 717,849,000 | 636,462,000 | 718,059,000 | ||
| Gross profit | 786,559,000 | 875,107,000 | 1,028,521,000 | 1,007,587,000 | 871,341,000 | 1,068,605,000 | 1,280,760,000 | 1,465,445,000 | 1,472,912,000 | 1,534,252,000 | ||
| Diluted EPS | 2.91 | 3.71 | 4.37 | 4.68 | 3.42 | 4.60 | 8.04 | 9.37 | 8.15 | 9.32 | ||
| Operating cash flow | 156,978,000 | 334,845,000 | 329,152,000 | 403,185,000 | 351,362,000 | 365,063,000 | 383,386,000 | 667,542,000 | 598,977,000 | 661,173,000 | ||
| Capital expenditures | 49,877,000 | 61,656,000 | 71,246,000 | 69,615,000 | 59,201,000 | 62,531,000 | 71,883,000 | 90,987,000 | 116,603,000 | 126,974,000 | ||
| Dividends paid | 87,330,000 | 92,452,000 | 102,058,000 | 117,920,000 | 118,118,000 | 121,851,000 | 130,724,000 | 148,010,000 | 162,143,000 | 168,240,000 | ||
| Share buybacks | 342,003,000 | 43,164,000 | 201,650,000 | 292,693,000 | 113,455,000 | 164,526,000 | 181,293,000 | 198,765,000 | 263,751,000 | 338,308,000 | ||
| Assets | 1,943,437,000 | 2,406,547,000 | 2,349,825,000 | 2,371,213,000 | 2,314,453,000 | 2,592,307,000 | 3,180,546,000 | 3,377,297,000 | 3,520,142,000 | 3,777,577,000 | ||
| Liabilities | 1,231,231,000 | 1,474,094,000 | 1,462,233,000 | 1,552,136,000 | 1,524,203,000 | 1,728,398,000 | 2,146,505,000 | 2,068,445,000 | 2,192,709,000 | 2,307,783,000 | ||
| Stockholders' equity | 711,477,000 | 931,637,000 | 886,942,000 | 818,172,000 | 790,250,000 | 863,909,000 | 1,034,041,000 | 1,308,852,000 | 1,327,433,000 | 1,469,794,000 | ||
| Cash and cash equivalents | 379,179,000 | 326,701,000 | 358,849,000 | 199,563,000 | 257,279,000 | 192,958,000 | 197,150,000 | 393,787,000 | 377,262,000 | 308,789,000 | ||
| Free cash flow | 273,189,000 | 257,906,000 | 333,570,000 | 292,161,000 | 302,532,000 | 311,503,000 | 576,555,000 | 482,374,000 | 534,199,000 |
Ratios
| Metric | 2009 | 2010 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 9.76% | 7.76% | 8.55% | 12.56% | 13.01% | 11.63% | 12.30% | |||||
| Operating margin | 12.35% | 10.62% | 14.27% | 16.28% | 17.13% | 15.88% | 16.96% | |||||
| Return on equity | 32.37% | 35.82% | 26.08% | 32.01% | 45.67% | 41.66% | 35.11% | 35.42% | ||||
| Return on assets | 12.22% | 12.36% | 8.91% | 10.67% | 14.85% | 16.14% | 13.24% | 13.78% | ||||
| Liabilities / equity | 1.73 | 1.58 | 1.65 | 1.90 | 1.93 | 2.00 | 2.08 | 1.58 | 1.65 | 1.57 | ||
| Current ratio | 2.69 | 2.60 | 2.30 | 1.91 | 2.02 | 1.71 | 1.83 | 2.24 | 1.87 | 1.82 |
Financial Bridges
Income statement bridge from reported figures
Figure provenance: SEC companyfacts FY 2025. Revenue: accession 0000059527-26-000006; concept RevenueFromContractWithCustomerExcludingAssessedTax; source concepts us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax | Gross profit: accession 0000059527-26-000006; concept GrossProfit; source concepts us-gaap:GrossProfit | Operating income: accession 0000059527-26-000006; concept OperatingIncomeLoss; source concepts us-gaap:OperatingIncomeLoss | Net income: accession 0000059527-26-000006; concept NetIncomeLoss; source concepts us-gaap:NetIncomeLoss
Free cash flow = operating cash flow - capital expenditures
Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0000059527-26-000006; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0000059527-26-000006; concept PaymentsToAcquireProductiveAssets; source concepts us-gaap:PaymentsToAcquireProductiveAssets | Free cash flow: accession 0000059527-26-000006; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquireProductiveAssets; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquireProductiveAssets
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000059527-26-000006; filed 2026-02-25. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000059527-26-000006; filed 2026-02-25. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000059527-26-000006; filed 2026-02-25. Concept: OperatingIncomeLoss. Source concepts: us-gaap:OperatingIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000059527-26-000006; filed 2026-02-25. Concept: GrossProfit. Source concepts: us-gaap:GrossProfit.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000059527-26-000006; filed 2026-02-25. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000059527-26-000006; filed 2026-02-25. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000059527-26-000006; filed 2026-02-25. Concept: PaymentsToAcquireProductiveAssets. Source concepts: us-gaap:PaymentsToAcquireProductiveAssets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000059527-26-000006; filed 2026-02-25. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000059527-26-000006; filed 2026-02-25. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000059527-26-000006; filed 2026-02-25. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000059527-26-000006; filed 2026-02-25. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000059527-26-000006; filed 2026-02-25. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000059527-26-000006; filed 2026-02-25. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.
Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000059527-26-000006; filed 2026-02-25. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquireProductiveAssets. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquireProductiveAssets.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-30. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000059527.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2022-Q2 | 2022-06-30 | 2.18 | reported discrete quarter | ||
| 2022-Q3 | 2022-09-30 | 1.87 | reported discrete quarter | ||
| 2023-Q1 | 2023-03-31 | 2.09 | reported discrete quarter | ||
| 2023-Q2 | 2023-06-30 | 1,060,565,000 | 137,331,000 | 2.36 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 1,033,214,000 | 129,343,000 | 2.22 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 1,058,514,000 | 156,643,000 | derived Q4 = FY annual - nine-month YTD | |
| 2024-Q1 | 2024-03-31 | 981,197,000 | 123,415,000 | 2.14 | reported discrete quarter |
| 2024-Q2 | 2024-03-31 | 123,415,000 | reported discrete quarter | ||
| 2024-Q2 | 2024-06-30 | 1,021,683,000 | 1.77 | reported discrete quarter | |
| 2024-Q3 | 2024-06-30 | 101,708,000 | reported discrete quarter | ||
| 2024-Q3 | 2024-09-30 | 983,759,000 | 1.77 | reported discrete quarter | |
| 2024-Q4 | 2024-12-31 | 1,022,031,000 | 140,229,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2025-03-31 | 1,004,388,000 | 118,487,000 | 2.10 | reported discrete quarter |
| 2025-Q2 | 2025-03-31 | 118,487,000 | reported discrete quarter | ||
| 2025-Q2 | 2025-06-30 | 1,088,673,000 | 2.56 | reported discrete quarter | |
| 2025-Q3 | 2025-06-30 | 143,396,000 | reported discrete quarter | ||
| 2025-Q3 | 2025-09-30 | 1,061,227,000 | 2.21 | reported discrete quarter | |
| 2025-Q4 | 2025-12-31 | 1,078,715,000 | 136,022,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2026-03-31 | 1,121,434,000 | 136,382,000 | 2.47 | reported discrete quarter |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000059527-26-000012; filed 2026-04-30. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000059527-26-000012; filed 2026-04-30. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000059527-26-000012; filed 2026-04-30. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0000059527-26-000012.
ITEM 2. 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 the Company’s unaudited consolidated financial statements and other financial information included elsewhere in this Quarterly Report on Form 10-Q.
General
The Company is a high-performance industrial machinery and technology leader who helps customers manufacture and maintain vital equipment and infrastructure. The Company’s innovative solutions enable higher quality and productivity across a variety of processes including welding, cutting, brazing, machining, process automation, and field repair.
The Company’s products include arc welding equipment, filler metals (welding, brazing and soldering consumables), cutting systems (laser, plasma and oxyfuel), wire feeding systems, fume control equipment, welding accessories, specialty gas regulators, mobile power equipment, wear solutions, software, and education solutions; as well as a comprehensive portfolio of automated solutions and system integration services for joining, cutting, material handling, module assembly, and end of line testing. Services include additive manufacturing, precision fabrication, wear services, upfitting, and training.
Solutions range in technology and features from basic units used for personal, maintenance and light manufacturing use to highly sophisticated robotic solutions for complex fabrication and production activities.
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, specialty gas equipment, as well as the retail business which is primarily in the United States.
21
Table of Contents
Results of Operations
The following table shows the Company’s results of operations:
| | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Three Months Ended March 31, | ||||||||||||||||
| | | | | | | | | | | | | | Favorable (Unfavorable) | ||||
| | 2026 | | | 2025 | | | 2026 vs. 2025 | | |||||||||
| | Amount | | % of Sales | | | Amount | | % of Sales | | | $ | | % | ||||
| Net sales | $ | 1,121,434 | | | | | $ | 1,004,388 | | | | $ | 117,046 | 11.7 | % | ||
| Cost of goods sold | 722,302 | | | | | 638,940 | | | | | (83,362) | (13.0) | % | ||||
| Gross profit | 399,132 | | 35.6 | % | | 365,448 | 36.4 | % | | 33,684 | 9.2 | % | |||||
| Selling, general & administrative expenses | 210,811 | | 18.8 | % | | 196,665 | 19.6 | % | | (14,146) | (7.2) | % | |||||
| Rationalization and asset impairment net charges | 2,163 | | 0.2 | % | | 3,865 | 0.4 | % | | | 1,702 | 44.0 | % | ||||
| Operating income | 186,158 | | 16.6 | % | | 164,918 | 16.4 | % | | 21,240 | 12.9 | % | |||||
| Interest expense, net | 13,374 | | | | | 12,127 | | | | (1,247) | (10.3) | % | |||||
| Other income | 570 | | | | | 444 | | | | | 126 | 28.4 | % | ||||
| Income before income taxes | 173,354 | | 15.5 | % | | 153,235 | 15.3 | % | | 20,119 | 13.1 | % | |||||
| Income taxes | 36,972 | | | | | 34,748 | | | | (2,224) | (6.4) | % | |||||
| Effective tax rate | 21.3 | % | | | | 22.7 | % | | | | | 1.4 | % | | | ||
| Net income | $ | 136,382 | | 12.2 | % | | $ | 118,487 | 11.8 | % | | $ | 17,895 | 15.1 | % | ||
| Diluted earnings per share | $ | 2.47 | | | | | $ | 2.10 | | | | $ | 0.37 | 17.6 | % |
Net Sales:
The following table summarizes the impact of volume, acquisitions, price and foreign currency exchange rates on Net sales on a consolidated basis:
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended March 31, | | | | | Change in Net Sales due to: | | | | |||||||||||
| | | Net Sales | | | | | | | | | | | Foreign | | Net Sales | | |||
| | | 2025 | | Volume | | Price | | Acquisitions | | Exchange | | 2026 | |||||||
| Lincoln Electric Holdings, Inc. | | $ | 1,004,388 | | $ | (25,641) | | $ | 104,558 | | $ | 15,794 | $ | 22,335 | | $ | 1,121,434 | | |
| % Change | | | | | | | | | | | | | | | |||||
| Lincoln Electric Holdings, Inc. | | | | | (2.6) | % | 10.4 | % | 1.6 | % | | 2.3 | % | | 11.7 | % |
Net sales increased for the three months ended March 31, 2026 due to an increase in organic sales and a benefit from acquisitions and foreign exchange. The increase in organic sales for the three months ended March 31, 2026 is driven by an increase in pricing primarily due to higher input costs, partially offset by lower volumes.
Gross Profit:
Gross profit as a percentage of sales decreased 0.8% for the three months ended March 31, 2026 as compared to the same 2025 period, driven by an unfavorable impacts from volumes and product mix. The three months ended March 31, 2026 and 2025 includes last-in, first-out (“LIFO”) charges of $838 and $1,761, respectively, which was primarily due to rising input costs.
Selling, General & Administrative Expenses:
Selling, general & administrative expenses increased in the three months ended March 31, 2026 as compared to the same 2025 period, primarily due to increases in discretionary spend, employee costs and the unfavorable impact of foreign currency translation. Selling, general & administrative expenses as a percentage of sales decreased primarily due to higher organic sales.
22
Table of Contents
Operating Income:
Operating income as a percentage of sales was 16.6% for the three months ended March 31, 2026 as compared to 16.4% in the prior year period. Excluding special items, Operating income as a percentage of sales was 16.9% for both the three months ended March 31, 2026 and 2025. Refer to explanations above for additional details. Also refer to Non-GAAP Financial Measures for a reconciliation of Adjusted operating income.
Income Taxes:
The effective tax rate was lower for the three months ended March 31, 2026 as compared to the same 2025 period, primarily due to the mix of earnings and timing of discrete tax items.
Segment Results
The following table presents components of Net sales by segment:
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended March 31, | | | | | | | | | | | | | | | | | | |
| | | | | | Change in Net Sales due to: | | | | | |||||||||
| | Net Sales | | | | | | | | Foreign | | Net Sales | |||||||
| | 2025 | | Volume (1) | | Price (2) | | Acquisitions (3) | | Exchange (4) | | 2026 | | ||||||
| Operating Segments | | | | | | | | | | | | | | | | | | |
| Americas Welding | $ | 653,107 | | $ | (2,635) | | $ | 49,479 | | $ | — | $ | 6,274 | | $ | 706,225 | | |
| International Welding | | 219,061 | | (21,631) | | 297 | | 15,794 | | 13,514 | | 227,035 | | |||||
| The Harris Products Group | | 132,220 | | (1,375) | | 54,782 | | — | | 2,547 | | 188,174 | | |||||
| | | | | | | | | | | | | | | | | | | |
| % Change | | | | | | | | | | | | | | |||||
| Americas Welding | | | | | (0.4) | % | 7.6 | % | | — | | | 0.9 | % | | 8.1 | % | |
| International Welding | | | | | (9.9) | % | 0.1 | % | | 7.2 | % | | 6.2 | % | | 3.6 | % | |
| The Harris Products Group | | | | | (1.0) | % | 41.4 | % | | — | | | 1.9 | % | | 42.3 | % |
| Column 1 | Column 2 | Column 3 | Column 4 | Column 5 | Column 6 | Column 7 | Column 8 | Column 9 | Column 10 | Column 11 | Column 12 | Column 13 | Column 14 | Column 15 | Column 16 | Column 17 | Column 18 | Column 19 | Column 20 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | Decrease for the three months ended March 31, 2026 in International Welding is primarily related to lower project volumes within the Automation product line and the Middle East conflict. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (2) | Increase in Americas Welding and The Harris Products Group due to price actions taken in response to higher input costs. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (3) | Increase in International Welding due to the acquisition discussed in Note 4 to the consolidated financial statements. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (4) | Increase for the three months ended March 31, 2026 for all three segments relates to the weaker U.S. dollar. |
Segment performance is measured and resources are allocated based on a number of factors, the primary measure being the Adjusted EBIT profit measure. Adjusted EBIT is defined as Operating income plus Other income, 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.
23
Table of Contents
The following table presents Adjusted EBIT by segment:
[[GREPCENT_TABLE]]
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[Excerpt truncated for page length; source filing is linked above.]
Latest 10-K MD&A
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 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.
General
The Company is a high-performance industrial machinery and technology leader who helps customers manufacture and maintain vital equipment and infrastructure. The Company’s innovative solutions enable higher quality and productivity across a variety of processes including welding, cutting, brazing, machining, process automation, and field repair.
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The Company’s products include arc welding equipment, filler metals (welding, brazing and soldering consumables), cutting systems (laser, plasma and oxyfuel), wire feeding systems, fume control equipment, welding accessories, specialty gas regulators, mobile power equipment, wear solutions, software, and education solutions; as well as a comprehensive portfolio of automated solutions and system integration services for joining, cutting, material handling, module assembly, and end of line testing. Services include additive manufacturing, precision fabrication, wear services, upfitting, and training.
Solutions range in technology and features from basic units used for personal, maintenance and light manufacturing use to highly sophisticated robotic solutions for complex fabrication and production activities.
The Company invests in the research and development of its solutions in order to continue its market leading product offering and improve the quality, productivity and sustainability of its solutions. In addition, the Company actively protects its innovations with patents and trade secrets globally. The Company believes its significant investment in research and development, its highly trained technical sales force and its extensive distributor network provide a competitive advantage in the marketplace.
The Company’s products are sold globally through industrial distributors, direct to end users, retailers and wholesalers.
The Company’s major end-user markets include:
| Column 1 | Column 2 | Column 3 |
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| ● | general fabrication, |
| Column 1 | Column 2 | Column 3 |
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| ● | energy (oil and gas, power generation and process industries), |
| Column 1 | Column 2 | Column 3 |
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| ● | heavy industries (heavy fabrication, ship building and maintenance and repair), |
| Column 1 | Column 2 | Column 3 |
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| ● | automotive and transportation, and |
| Column 1 | Column 2 | Column 3 |
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| ● | construction and infrastructure. |
The Company has, through wholly owned subsidiaries, manufacturing and automation facilities located in the United States, Australia, Austria, Brazil, Canada, China, Colombia, Denmark, France, Germany, India, Italy, Mexico, Poland, Portugal, Romania, South Korea, 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.
In 2025, the U.S. government announced a series of tariffs on imported goods into the U.S., which prompted retaliatory actions from some of its trading partners. The Company has taken actions to address the impact of these trade policies and while the Company cannot predict the ultimate impact on its business, the Company will continue to monitor evolving trade negotiations to determine if additional measures are warranted.
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 49 facilities worldwide.
The Company ensures compliance and the continuous improvement of the environmental performance of its products and operations through its global EHS&Q systems. The Company’s systems are guided by 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.
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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 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; net income; adjusted operating income; adjusted earnings before interest and income taxes; 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, adjusted return on invested capital and average operating working capital to sales. These measures are reviewed at monthly, quarterly and annual intervals and are compared with historical periods, as well as objectives established by the Board 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, 2025 and 2024. For a comparison of the Company’s results of operations, liquidity and capital resources for the fiscal years ended December 31, 2024 and 2023, 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, 2024, which was filed with the SEC on February 25, 2025.
Results of Operations
The following table shows the Company’s results of operations:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Year Ended December 31, | |||||||||||||||
| | | | | | | | | | | | | Favorable (Unfavorable) | ||||
| | 2025 | | 2024 | | 2025 vs. 2024 | | ||||||||||
| | Amount | | % of Sales | | Amount | | % of Sales | | $ | | % | |||||
| Net sales | $ | 4,233,003 | | | | | $ | 4,008,670 | | | $ | 224,333 | 5.6 | % | ||
| Cost of goods sold | 2,698,751 | | | | 2,535,758 | | | | (162,993) | (6.4) | % | |||||
| Gross profit | 1,534,252 | | 36.2 | % | 1,472,912 | 36.7 | % | 61,340 | 4.2 | % | ||||||
| Selling, general & administrative expenses | 797,994 | | 18.9 | % | 780,590 | 19.5 | % | (17,404) | (2.2) | % | ||||||
| Rationalization and asset impairment net charges | 18,199 | | 0.4 | % | 55,860 | 1.4 | % | | 37,661 | 67.4 | % | |||||
| Operating income | 718,059 | | 17.0 | % | 636,462 | 15.9 | % | 81,597 | 12.8 | % | ||||||
| Interest expense, net | 51,561 | | | | 42,786 | | | (8,775) | (20.5) | % | ||||||
| Other income | 8,952 | | | | 473 | | | | 8,479 | 1,792.6 | % | |||||
| Income before income taxes | 675,450 | | 16.0 | % | 594,149 | 14.8 | % | 81,301 | 13.7 | % | ||||||
| Income taxes | 154,917 | | | | 128,041 | | | (26,876) | (21.0) | % | ||||||
| Effective tax rate | 22.9 | % | | | 21.6 | % | | | | (1.3) | % | | | |||
| Net income | $ | 520,533 | | 12.3 | % | $ | 466,108 | 11.6 | % | $ | 54,425 | 11.7 | % | |||
| Diluted earnings per share | $ | 9.32 | | | | | $ | 8.15 | | | $ | 1.17 | 14.4 | % |
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Net Sales:
The following table summarizes the impacts of volume, acquisitions, price and foreign currency exchange rates on Net sales for the year ended December 31, 2025 on a consolidated basis:
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | Change in Net Sales due to: | | | | |||||||||||
| | | Net Sales | | | | | | | | | | | Foreign | | Net Sales | | |||
| | | 2024 | | Volume | | Price | | Acquisitions | | Exchange | | 2025 | |||||||
| Lincoln Electric Holdings, Inc. | | $ | 4,008,670 | | $ | (147,682) | | $ | 246,540 | | $ | 106,478 | $ | 18,997 | | $ | 4,233,003 | | |
| % Change | | | | | | | | | | | | | | | |||||
| Lincoln Electric Holdings, Inc. | | | | | (3.7) | % | 6.2 | % | 2.7 | % | | 0.4 | % | | 5.6 | % |
Net sales increased for the year ended December 31, 2025 primarily due to an increase in organic sales and a benefit from acquisitions. The increase in organic sales is driven by an increase in pricing primarily due to higher input costs, partially offset by lower volumes.
Gross Profit:
Gross profit as a percentage of sales decreased 0.5% for 2025 as compared to 2024 driven by lower volumes partially offset by effective cost management. The year ended December 31, 2025 includes a last-in, first-out (“LIFO”) charge of $17,956, which is primarily due to rising input costs. This compares with a LIFO benefit of $9,313 in 2024.
Selling, General & Administrative ("SG&A") Expenses:
SG&A expenses increased in 2025 as compared to 2024 primarily due to acquisitions. SG&A expenses as a percentage of sales decreased primarily due to effective cost management.
Rationalization and Asset Impairment Net Charges:
Charges in 2025 and 2024 relate to rationalization plans within all three reportable segments. Charges in 2024 include the impact of the Company’s disposition of its Russian entity. Refer to Note 7 to the consolidated financial statements for further information on the Company’s rationalization plans.
Operating Income:
Operating income as a percentage of sales was 17.0% in 2025 as compared to 15.9% in 2024. Excluding special items, Operating income as a percentage of sales was 17.6% for both 2025 and 2024. Refer to explanations above for additional details. Also refer to Non-GAAP Financial Measures for a reconciliation of Adjusted operating income.
Other Income:
Other income for 2025 primarily relates to the non-recurring items such as equity income and other non-operating gains.
Income Taxes:
The effective tax rate was higher in 2025 as compared to 2024 primarily driven by the impact of the One Big Beautiful Bill Act (“OBBBA”), partially offset by the mix of earnings and timing of discrete tax items. Refer to Note 13 to the consolidated financial statements for further details.
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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 year ended December 31, 2025:
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | Change in Net Sales due to: | | | | |||||||||||
| | Net Sales | | | | | | | | | | | Foreign | | Net Sales | ||||
| | 2024 | | Volume (1) | | Price (2) | | Acquisitions (3) | | Exchange (4) | | 2025 | | ||||||
| Operating Segments | | | | | | | | | | | | | | | | | | |
| Americas Welding | $ | 2,564,847 | | $ | (107,480) | | $ | 184,483 | | $ | 86,361 | $ | (4,650) | | $ | 2,723,561 | | |
| International Welding | | 933,722 | | (47,629) | | 3,062 | | 20,117 | | 21,593 | | 930,865 | | |||||
| The Harris Products Group | | 510,101 | | 7,427 | | 58,995 | | — | | 2,054 | | 578,577 | | |||||
| | | | | | | | | | | | | | | | | | | |
| % Change | | | | | | | | | | | | | | |||||
| Americas Welding | | | | | (4.2) | % | 7.2 | % | | 3.4 | % | | (0.2) | % | | 6.2 | % | |
| International Welding | | | | | (5.1) | % | 0.3 | % | | 2.2 | % | | 2.3 | % | | (0.3) | % | |
| The Harris Products Group | | | | | 1.5 | % | 11.6 | % | | — | | | 0.3 | % | | 13.4 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | Decrease in Americas Welding and International Welding due to lower capital spending impacting equipment and automation, as well as weakened industrial demand trends in portions of International Welding. Increase in The Harris Products Group due to the expanded market presence in the retail channel. |
| Column 1 | Column 2 |
|---|---|
| (2) | Increase in all segments due to price actions taken in response to higher input costs. |
| Column 1 | Column 2 |
|---|---|
| (3) | Increase for Americas Welding and International Welding due to the acquisitions discussed in Note 4 to the consolidated financial statements. |
| Column 1 | Column 2 |
|---|---|
| (4) | Increase for International Welding relates to the weaker U.S. dollar. |
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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. Adjusted EBIT is defined as Operating income plus Other income, 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, | | 2025 vs. 2024 | ||||||||
| | | 2025 | | 2024 | | $ | | % | | |||
| Americas Welding: | | | | | | | | | | |||
| Net sales | | $ | 2,723,561 | | $ | 2,564,847 | | $ | 158,714 | | 6.2 | % |
| Inter-segment sales | | | 128,922 | | 135,758 | | (6,836) | | (5.0) | % | ||
| Total Sales | | $ | 2,852,483 | | $ | 2,700,605 | | $ | 151,878 | | 5.6 | % |
| Adjusted EBIT (1)(4) | | $ | 534,839 | | $ | 530,188 | | $ | 4,651 | | 0.9 | % |
| As a percent of total sales (1) | | | 18.7 | % | 19.6 | % | | | (0.9) | % | ||
| International Welding: | | | | | | | | | | | ||
| Net sales | | $ | 930,865 | | $ | 933,722 | | $ | (2,857) | | (0.3) | % |
| Inter-segment sales | | | 30,160 | | 35,861 | | (5,701) | | (15.9) | % | ||
| Total Sales | | $ | 961,025 | | $ | 969,583 | | $ | (8,558) | | (0.9) | % |
| Adjusted EBIT (2)(5) | | $ | 110,585 | | $ | 106,117 | | $ | 4,468 | | 4.2 | % |
| As a percent of total sales (2) | | | 11.5 | % | 10.9 | % | | | 0.6 | % | ||
| The Harris Products Group: | | | | | | | | | | | ||
| Net sales | | $ | 578,577 | | $ | 510,101 | | $ | 68,476 | | 13.4 | % |
| Inter-segment sales | | | 15,084 | | 12,321 | | 2,763 | | 22.4 | % | ||
| Total Sales | | $ | 593,661 | | $ | 522,422 | | $ | 71,239 | | 13.6 | % |
| Adjusted EBIT (3)(6) | | $ | 107,608 | | $ | 88,328 | | $ | 19,280 | | 21.8 | % |
| As a percent of total sales (3) | | | 18.1 | % | 16.9 | % | | | 1.2 | % | ||
| Corporate / Eliminations: | | | | | | | | | | | ||
| Inter-segment sales | | $ | (174,166) | | $ | (183,940) | | $ | (9,774) | | (5.3) | % |
| Adjusted EBIT (7) | | | (400) | | (11,028) | | 10,628 | | 96.4 | % | ||
| Consolidated: | | | | | | | | | | | ||
| Net sales | | $ | 4,233,003 | | $ | 4,008,670 | | $ | 224,333 | | 5.6 | % |
| Net income | | $ | 520,533 | | $ | 466,108 | | $ | 54,425 | | 11.7 | % |
| As a percent of Net sales | | | 12.3 | % | 11.6 | % | | | 0.7 | % | ||
| Adjusted EBIT (8) | | $ | 752,632 | | $ | 713,605 | | $ | 39,027 | | 5.5 | % |
| As a percent of Net sales | | | 17.8 | % | 17.8 | % | | | 0.0 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | Adjusted EBIT increased for 2025 as compared to 2024 primarily driven by the favorable net impact of organic sales and acquisitions, partially offset by unfavorable impact of product mix; Adjusted EBIT as a percent of sales decreased for the same period due to the unfavorable impact of lower volumes, product mix and acquisitions. |
| Column 1 | Column 2 |
|---|---|
| (2) | Adjusted EBIT and Adjusted EBIT as a percent of sales increased for 2025 as compared to 2024 primarily as a result of acquisitions and effective cost management, partially offset by the unfavorable impact of lower volumes. |
| Column 1 | Column 2 |
|---|---|
| (3) | Adjusted EBIT and Adjusted EBIT as a percent of sales increased for 2025 as compared to 2024 primarily as a result of higher organic sales and effective cost management. |
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| Column 1 | Column 2 |
|---|---|
| (4) | 2025 primarily excludes Rationalization and asset impairment net charges of $9,838 and pension settlement charges of $647. 2024 primarily excludes Rationalization and asset impairment net charges of $18,840 and amortization of the step up in value of acquired inventories of $4,776 and pension settlement charges of $4,205. |
| Column 1 | Column 2 |
|---|---|
| (5) | 2025 primarily excludes Rationalization and asset impairment net charges of $7,293, the amortization of the step up in value of acquired inventories of $3,739 and pension settlement charges of $72. 2024 primarily excludes Rationalization and asset impairment net charges of $32,960 primarily due to restructuring activities, including the impact of the Company’s disposition of its Russian entity, a loss on asset disposal of $4,950, amortization of the step up in value of acquired inventories of $250 and pension settlement gain of $413. |
| Column 1 | Column 2 |
|---|---|
| (6) | 2025 excludes Rationalization and asset impairment net charges of $1,068. 2024 excludes Rationalization and asset impairment net charges of $3,955. |
| Column 1 | Column 2 |
|---|---|
| (7) | 2025 excludes acquisition transaction costs of $2,401 as discussed in Note 4. 2024 excludes acquisition transaction costs of $7,042. |
| Column 1 | Column 2 |
|---|---|
| (8) | 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 net income, Adjusted EBIT, Adjusted effective tax rate, Adjusted diluted earnings per share, Adjusted return on invested capital (“Adjusted ROIC”), Adjusted net operating profit after taxes, Free cash flow, Cash conversion and Organic sales, 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, reflects changes in volumes and prices, and excludes the effects of foreign currency and acquisitions.
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The following table presents the reconciliations of Operating income as reported to Adjusted operating income, 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, | |||||
| | | 2025 | | 2024 | |||
| Operating income as reported | | $ | 718,059 | | $ | 636,462 | |
| Special items (pre-tax): | | | | | | ||
| Rationalization and asset impairment net charges (1) | | 18,199 | | 55,860 | | ||
| Acquisition transaction costs (2) | | 2,739 | | 7,042 | | ||
| Amortization of step up in value of acquired inventories (3) | | 3,964 | | 5,026 | | ||
| Adjusted operating income | | $ | 742,961 | | $ | 704,390 | |
| As a percentage of net sales | | | 17.6% | | | 17.6% | |
| | | | | | | | |
| Net income as reported | | $ | 520,533 | | $ | 466,108 | |
| Special items: | | | | | | | |
| Rationalization and asset impairment net charges (1) | | 18,199 | | | 55,860 | | |
| Acquisition transaction costs (2) | | 2,739 | | | 7,042 | | |
| Amortization of step up in value of acquired inventories (3) | | 3,964 | | | 5,026 | | |
| Pension settlement net charges (4) | | 719 | | | 3,792 | | |
| Loss on asset disposal (5) | | — | | | 4,950 | | |
| Tax effect of Special items (6) (7) | | 5,177 | | | (11,513) | | |
| Adjusted net income | | | 551,331 | | | 531,265 | |
| Interest expense, net | | 51,561 | | | 42,786 | | |
| Income taxes as reported | | 154,917 | | | 128,041 | | |
| Tax effect of Special items (6) (7) | | (5,177) | | | 11,513 | | |
| Adjusted EBIT | | $ | 752,632 | | $ | 713,605 | |
| | | | | | | | |
| Effective tax rate as reported | | 22.9 | % | | 21.6 | % | |
| Net special item tax impact (7) | | (1.5) | % | | (0.8) | % | |
| Adjusted effective tax rate | | 21.4 | % | | 20.8 | % | |
| | | | | | | | |
| Diluted earnings per share as reported | | $ | 9.32 | | $ | 8.15 | |
| Special items per share | | 0.55 | | | 1.14 | | |
| Adjusted diluted earnings per share | | $ | 9.87 | | $ | 9.29 | |
| Column 1 | Column 2 |
|---|---|
| (1) | 2025 and 2024 net charges primarily relate to rationalization plans within all three segments. Charges in 2024 include the impact of the Company’s disposition of its Russian entity. |
| Column 1 | Column 2 |
|---|---|
| (2) | Transaction costs related to acquisitions which are included in Selling, general & administrative expenses. |
| Column 1 | Column 2 |
|---|---|
| (3) | Costs related to acquisitions which are included in Cost of goods sold. |
| Column 1 | Column 2 |
|---|---|
| (4) | Pension settlement net charges are included in Other income. 2024 net charges are primarily due to the final settlement associated with the termination of a pension plan. Refer to Note 11 to the consolidated financial statements for further discussion. |
| Column 1 | Column 2 |
|---|---|
| (5) | Loss on asset disposal included in Other income. |
| Column 1 | Column 2 |
|---|---|
| (6) | Includes the net tax impact of Special items recorded during the respective periods. 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. |
| Column 1 | Column 2 |
|---|---|
| (7) | During 2025, the Company recognized tax expense of approximately $11,700, reflecting the cumulative impact of the OBBBA provisions. Refer to Note 13 to the consolidated financial statements for further details. |
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Liquidity and Capital Resources
Overview
The Company’s primary sources of liquidity are operating cash flows and revolving credit facilities. As of December 31, 2025, the Company had $308,789 of cash and cash equivalents on hand and $143,780 of outstanding borrowings under its $1,026,854 revolving credit facilities.
The Company’s capital allocation priorities include internal investment to support existing operations and organic growth, investment in acquisitions to grow the business and then returning capital to shareholders through dividends and share repurchases.
The Company’s cash flow from operations can be cyclical. In assessing liquidity, the Company reviews working capital measurements to define areas for improvement. Management anticipates we 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 consider acquisitions 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, particularly 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 needing or requiring funding. If additional acquisitions providing appropriate financial benefits become available, additional expenditures may be made.
Cash Flow
The following table reflects changes in key cash flow measures:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | Year Ended December 31, | | $ Change | |||||
| | | 2025 | | 2024 | | 2025 vs. 2024 | |||
| Cash provided by operating activities (1) | | $ | 661,173 | | $ | 598,977 | | $ | 62,196 |
| Cash used by investing activities | | (257,326) | | (361,231) | | 103,905 | |||
| Capital expenditures | | (126,974) | | (116,603) | | (10,371) | |||
| Acquisition of businesses, net of cash acquired | | (137,530) | | (252,746) | | 115,216 | |||
| Cash used by financing activities (2) | | (461,887) | | | (244,640) | | (217,247) | ||
| Proceeds from (payments on) short-term borrowings | | 133,252 | | 8,449 | | 124,803 | |||
| Proceeds from long-term borrowings | | | — | | | 550,000 | | | (550,000) |
| Payments on long-term borrowings | | | (100,169) | | | (400,677) | | | 300,508 |
| Purchase of shares for treasury | | (338,308) | | (263,751) | | (74,557) | |||
| Cash dividends paid to shareholders | | (168,240) | | (162,143) | | (6,097) | |||
| (Decrease) increase in Cash and cash equivalents | | (68,473) | | (16,525) | | (51,948) |
| Column 1 | Column 2 |
|---|---|
| (1) | Cash provided by operating activities increased in 2025 as compared to 2024 primarily due to the net favorable impacts of the election of provisions from the OBBBA, partially offset by unfavorable working capital. |
| Column 1 | Column 2 |
|---|---|
| (2) | Cash used by financing activities increased in 2025 as compared to 2024 primarily due to the increase in purchases of shares for treasury and proceeds from long-term borrowings in the prior year. |
As of December 31, 2025, the Company had cash of $308,789, of which $294,130 was held by international subsidiaries.
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The Company paid $168,240 and $162,143 in cash dividends to its shareholders during 2025 and 2024, respectively. In January 2026, the Company paid a cash dividend of $0.79 per share, or $43,328, to shareholders of record on December 31, 2025, which reflects a 5.3% increase in the Company’s dividend payout rate.
The Company currently anticipates capital expenditures of $110,000 to $130,000 in 2026. Anticipated capital expenditures include investments to increase capacity, improve operational effectiveness and for general maintenance. Management critically evaluates all proposed capital expenditures and expects each project to increase efficiency, reduce costs, support sales growth or improve the overall safety and environmental conditions of the Company’s facilities.
Revolving Credit Agreements
The Company has a $1 billion revolving credit facility which matures on June 20, 2029. As of December 31, 2025, the Company had $858,000 of availability under the revolving credit facility. Additionally, the Company has other lines of credit with total availability of $25,074 as of December 31, 2025. Refer to Note 9 to the consolidated financial statements for further information on our revolving credit agreements.
Working Capital Ratios
| | | | | | |
|---|---|---|---|---|---|
| | | 2025 | | 2024 | |
| Average operating working capital to Net sales (1) (2) | 17.9 | % | 16.9 | % | |
| Days sales in Inventories (1) (2) | 116.4 | 106.0 | | ||
| Days sales in Accounts receivable | 49.4 | 46.9 | | ||
| Average days in Trade accounts payable | 53.4 | 45.8 | |
| Column 1 | Column 2 |
|---|---|
| (1) | Average operating working capital to Net sales is defined as the sum of Accounts receivable, Inventories and contract assets less Trade accounts payable and contract liabilities as of period end divided by annualized rolling three months of Net sales. |
| Column 1 | Column 2 |
|---|---|
| (2) | Due to the strategic increase of inventory to serve customers, the Company had higher inventories relative to expected Net sales resulting in higher Days sales in Inventories and Average operating working capital to Net sales. |
Stock Repurchase Program
On February 12, 2020, the Company’s Board authorized a share repurchase program for up to 10 million shares of the Company’s common stock. As of December 31, 2025, there were 5.1 million shares available under the authorization. The Company is not obligated to make any repurchases.
Contractual Obligations
Debt
As of December 31, 2025, the total amount of debt outstanding was $1,294,008, which includes $143,780 in short-term debt. Refer to Note 9 to the consolidated financial statements for further information on our debt and interest.
Lease Obligations
As of December 31, 2025, the Company’s total future minimum lease payments were $59,773, which includes $15,232 in short-term lease obligations. Refer to Note 17 to the consolidated financial statements for further information on our lease obligations.
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Purchase Commitments
Purchase commitments include contractual obligations for raw materials and services. As of December 31, 2025, the Company had total purchase commitments of $76,500, which includes $76,348 in current liabilities.
Other Material Obligations
As of December 31, 2025, there was a total liability of $24,456 for deferred compensation, which includes $894 in Other current liabilities.
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 revolving credit facility.
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.
Return on Invested Capital
The Company reviews return on invested capital ("ROIC") in assessing and evaluating the Company’s underlying operating performance. Adjusted 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. Adjusted 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 to banks, Current portion of long-term debt and Long-term debt, less current portions, plus Total equity.
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The following table presents the reconciliation of ROIC and Adjusted ROIC to net income:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| Return on Invested Capital | | 2025 | | 2024 | |||
| Net income as reported | | $ | 520,533 | | $ | 466,108 | |
| Plus: Interest expense (after-tax) | | 43,762 | | 39,665 | | ||
| Less: Interest income (after-tax) | | 5,118 | | 7,593 | | ||
| Net operating profit after taxes | | | 559,177 | | | 498,180 | |
| Special items: | | | | | | | |
| Rationalization and asset impairment net charges | | | 18,199 | | | 55,860 | |
| Acquisition transaction costs | | | 2,739 | | | 7,042 | |
| Pension settlement net charges | | | 719 | | | 3,792 | |
| Amortization of step up in value of acquired inventories | | | 3,964 | | | 5,026 | |
| Loss on asset disposal | | | — | | | 4,950 | |
| Tax effect of Special items (1) | | | 5,177 | | | (11,513) | |
| Adjusted net operating profit after taxes | | $ | 589,975 | | $ | 563,337 | |
| | | | | | | | |
| Invested Capital | | | | | | | |
| Short-term debt | | $ | 143,780 | | $ | 110,524 | |
| Long-term debt, less current portion | | | 1,150,228 | | | 1,150,551 | |
| Total debt | | | 1,294,008 | | | 1,261,075 | |
| Total equity | | | 1,469,794 | | | 1,327,433 | |
| Invested capital | | $ | 2,763,802 | | $ | 2,588,508 | |
| | | | | | | | |
| Return on invested capital as reported | | | 20.2 | % | | 19.2 | % |
| Adjusted return on invested capital | | 21.3 | % | 21.8 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | Includes the net tax impact of Special items recorded during the respective periods, including the cumulative impact of the OBBBA provisions. 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 rate reflects the taxable jurisdiction and nature of each Special item. |
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 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.
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.
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Historically, the Company’s estimates have been determined to be reasonable. No material changes to the Company’s accounting policies were made during 2025. 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 the statute of limitations. Liabilities can be affected by changes in applicable tax law, regulations, tax rulings or such other 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 13 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 will repatriate earnings for certain non-U.S. subsidiaries, which are subject to foreign withholding taxes. The Company considers any 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.
At December 31, 2025, the Company had approximately $116,893 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, 2025,
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a valuation allowance of $4,802 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.
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 38% and 35% of total inventories at December 31, 2025 and 2024, 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 $138,589 and $120,633 at December 31, 2025 and 2024, respectively.
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 and intangible assets that do not have indefinite lives, 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.
Goodwill and Intangibles
The Company performs an annual impairment test of goodwill and indefinite-lived intangible assets in the fourth quarter using the same date 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 only required if the Company concludes that it is more-likely-than-not that a reporting unit’s fair value is less than its carrying amount. The Company may also perform a quantitative test in instances where the more-likely-than-not threshold has not been met, including when general macroeconomic conditions, changes to the reporting unit or the passage of time warrants a refresh of the baseline used in a qualitative test. 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.
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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 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 pre-acquisition 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
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 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. Approximately 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.
MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2024 10-K MD&A
SEC filing source: 0000059527-25-000006.
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 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.
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,
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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, brazing and soldering filler metals (consumables), arc welding equipment, plasma and oxyfuel cutting systems, wire feeding systems, fume control equipment, welding accessories, specialty gas regulators, and education solutions; as well as a comprehensive portfolio of automated solutions for joining, cutting, material handling, module assembly, and end of line testing.
The Company invests in the research and development of arc welding products in order to continue its market leading product offering and improve the quality and productivity of welding applications. In addition, the Company actively protects its innovations with patents and trade secrets globally. The Company believes its significant investment in research and development, its highly trained technical sales force and its extensive distributor network provide a competitive advantage in the marketplace.
The Company’s products are sold globally. 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:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | general fabrication, |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | energy (oil and gas, power generation and process industries), |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | heavy industries (heavy fabrication, ship building and maintenance and repair), |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | automotive and transportation, and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | construction and infrastructure. |
The Company has, through wholly-owned subsidiaries, manufacturing facilities located in the United States, Australia, Austria, Brazil, Canada, China, Colombia, Denmark, France, Germany, India, Italy, Mexico, Poland, Portugal, Romania, South Korea, 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 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.
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
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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, backlog, 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, adjusted return on invested capital and average operating working capital to sales. These measures are reviewed at monthly, quarterly and annual intervals and are compared with historical periods, as well as objectives established by the Board 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, 2024 and 2023. For a comparison of the Company’s results of operations, liquidity and capital resources for the fiscal years ended December 31, 2023 and 2022, 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, 2023, which was filed with the SEC on February 27, 2024.
Results of Operations
The following table shows the Company’s results of operations:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Year Ended December 31, | |||||||||||||||
| | | | | | | | | | | | | Favorable (Unfavorable) | ||||
| | 2024 | | 2023 | | 2024 vs. 2023 | | ||||||||||
| | Amount | % of Sales | Amount | % of Sales | $ | % | ||||||||||
| Net sales | $ | 4,008,670 | | | | | $ | 4,191,636 | | | $ | (182,966) | (4.4) | % | ||
| Cost of goods sold | 2,535,758 | | | | 2,726,191 | | | 190,433 | 7.0 | % | ||||||
| Gross profit | 1,472,912 | | 36.7 | % | 1,465,445 | 35.0 | % | 7,467 | 0.5 | % | ||||||
| Selling, general & administrative expenses | 780,590 | | 19.5 | % | 758,910 | 18.1 | % | (21,680) | (2.9) | % | ||||||
| Rationalization and asset impairment net charges | 55,860 | | 1.4 | % | (11,314) | (0.3) | % | (67,174) | (593.7) | % | ||||||
| Operating income | 636,462 | | 15.9 | % | 717,849 | 17.1 | % | (81,387) | (11.3) | % | ||||||
| Interest expense, net | 42,786 | | | | 44,371 | | | 1,585 | 3.6 | % | ||||||
| Other income | 473 | | | | 13,388 | | | (12,915) | (96.5) | % | ||||||
| Income before income taxes | 594,149 | | 14.8 | % | 686,866 | 16.4 | % | (92,717) | (13.5) | % | ||||||
| Income taxes | 128,041 | | | | 141,618 | | | 13,577 | 9.6 | % | ||||||
| Effective tax rate | 21.6 | % | | | 20.6 | % | | | (1.0) | % | | | ||||
| Net income | $ | 466,108 | | 11.6 | % | $ | 545,248 | 13.0 | % | $ | (79,140) | (14.5) | % | |||
| Diluted earnings per share | $ | 8.15 | | | | | $ | 9.37 | | $ | (1.22) | (13.0) | % |
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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, 2024 on a consolidated basis:
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | Change in Net Sales due to: | | | ||||||||||||||
| | | Net Sales | | | | | | | | | | | Foreign | | Net Sales | | |||
| | 2023 | Volume | Acquisitions | Price | Exchange | 2024 | |||||||||||||
| Lincoln Electric Holdings, Inc. | | $ | 4,191,636 | | $ | (301,161) | | $ | 102,757 | | $ | 30,398 | $ | (14,960) | | $ | 4,008,670 | | |
| % Change | | | | | | | | | | ||||||||||
| Lincoln Electric Holdings, Inc. | | | | | (7.2) | % | 2.5 | % | 0.7 | % | | (0.4) | % | | (4.4) | % |
Net sales decreased primarily due to softer demand across all segments.
Gross Profit:
Gross profit as a percentage of sales increased 1.7% as compared to 2023 driven by the benefit of effective cost management, cost reduction actions and operational efficiencies.
Selling, General & Administrative ("SG&A") Expenses:
SG&A expenses increased in 2024 as compared to 2023 primarily due to SG&A associated with acquisitions, partially offset by lower employee-related costs.
Rationalization and Asset Impairment Net Charges:
Net charges in 2024 of $55,860 primarily relate to rationalization plans initiated in the third quarter of 2024 in all three segments, as well as previously initiated plans and the disposition of the Company’s Russian entity in International Welding. Net gains in 2023 primarily reflect a gain on the sale of a property of $36,187, partially offset by Rationalization and asset impairment charges of $24,873 primarily within International Welding. Refer to Note 7 to the consolidated financial statements for further information on the Company’s rationalization plans.
Operating Income:
Operating income as a percentage of sales was 15.9% in 2024 as compared to 17.1% in 2023. Excluding special items, Operating income as a percentage of sales was 17.6% in 2024 as compared to 17.1% in the prior year. Refer to explanations above for additional details. Also refer to Non-GAAP Financial Measures for a reconciliation of Adjusted operating income.
Other Income:
Other income for 2024 primarily relates to the gain on termination of interest rate swaps and other miscellaneous income, partially offset by pension settlement charges and a loss on asset disposal.
Income taxes:
The effective tax rate was higher in 2024 as compared to 2023 primarily due to the mix of earnings and discrete tax items.
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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, 2024:
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | Change in Net Sales due to: | | ||||||||||||||
| | Net Sales | | | | | | | Foreign | Net Sales | |||||||||
| | 2023 | | Volume (1) | Acquisitions (2) | Price (3) | | Exchange | | 2024 | | ||||||||
| Operating Segments | | | | | | | | | | | | | | | | | | |
| Americas Welding | $ | 2,655,546 | | $ | (192,454) | | $ | 101,097 | | $ | 10,770 | $ | (10,112) | | $ | 2,564,847 | | |
| International Welding | | 1,040,006 | | (96,658) | | 1,660 | | (8,413) | | (2,873) | | 933,722 | | |||||
| The Harris Products Group | | 496,084 | | (12,049) | | — | | 28,041 | | (1,975) | | 510,101 | | |||||
| | | | | | | | | | | | | | | | | | | |
| % Change | | | | | | | | |||||||||||
| Americas Welding | | | | | (7.2) | % | 3.8 | % | | 0.4 | % | | (0.4) | % | | (3.4) | % | |
| International Welding | | | | | (9.3) | % | 0.2 | % | | (0.8) | % | | (0.3) | % | | (10.2) | % | |
| The Harris Products Group | | | | | (2.4) | % | — | | | 5.7 | % | | (0.4) | % | | 2.8 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | Decrease in all segments due to softer demand across broad industrial markets. |
| Column 1 | Column 2 |
|---|---|
| (2) | Increase for Americas Welding and International Welding due to the acquisitions discussed in Note 4 to the consolidated financial statements. |
| Column 1 | Column 2 |
|---|---|
| (3) | Increase for The Harris Products Group due to price actions taken in response to higher 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 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, | | 2024 vs. 2023 | ||||||||
| | 2024 | | 2023 | | $ | | % | | ||||
| Americas Welding: | | | | | | | ||||||
| Net sales | | $ | 2,564,847 | | $ | 2,655,546 | | $ | (90,699) | | (3.4) | % |
| Inter-segment sales | | | 135,758 | | 127,536 | | 8,222 | | 6.4 | % | ||
| Total Sales | | $ | 2,700,605 | | $ | 2,783,082 | | $ | (82,477) | | (3.0) | % |
| Adjusted EBIT (4) | | $ | 530,188 | | $ | 538,269 | | $ | (8,081) | | (1.5) | % |
| As a percent of total sales (1) | | | 19.6 | % | 19.3 | % | | | 0.3 | % | ||
| International Welding: | | | | | | | | | ||||
| Net sales | | $ | 933,722 | | $ | 1,040,006 | | $ | (106,284) | | (10.2) | % |
| Inter-segment sales | | | 35,861 | | 31,498 | | 4,363 | | 13.9 | % | ||
| Total Sales | | $ | 969,583 | | $ | 1,071,504 | | $ | (101,921) | | (9.5) | % |
| Adjusted EBIT (5) | | $ | 106,117 | | $ | 136,497 | | $ | (30,380) | | (22.3) | % |
| As a percent of total sales (2) | | | 10.9 | % | 12.7 | % | | | (1.8) | % | ||
| The Harris Products Group: | | | | | | | | | ||||
| Net sales | | $ | 510,101 | | $ | 496,084 | | $ | 14,017 | | 2.8 | % |
| Inter-segment sales | | | 12,321 | | 10,641 | | 1,680 | | 15.8 | % | ||
| Total Sales | | $ | 522,422 | | $ | 506,725 | | $ | 15,697 | | 3.1 | % |
| Adjusted EBIT (6) | | $ | 88,328 | | $ | 74,144 | | $ | 14,184 | | 19.1 | % |
| As a percent of total sales (3) | | | 16.9 | % | 14.6 | % | | | 2.3 | % | ||
| Corporate / Eliminations: | | | | | | | | | ||||
| Inter-segment sales | | $ | (183,940) | | $ | (169,675) | | $ | (14,265) | | 8.4 | % |
| Adjusted EBIT (7) | | | (11,028) | | (17,536) | | 6,508 | | (37.1) | % | ||
| Consolidated: | | | | | | | | | ||||
| Net sales | | $ | 4,008,670 | | $ | 4,191,636 | | $ | (182,966) | | (4.4) | % |
| Net income | | $ | 466,108 | | $ | 545,248 | | $ | (79,140) | | (14.5) | % |
| As a percent of total sales | | | 11.6 | % | 13.0 | % | | | (1.4) | % | ||
| Adjusted EBIT (8) | | $ | 713,605 | | $ | 731,374 | | $ | (17,769) | | (2.4) | % |
| As a percent of sales | | | 17.8 | % | 17.4 | % | | | 0.4 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | Increase for 2024 as compared to 2023 primarily driven by effective cost management, cost reduction actions, partially offset by the unfavorable impact of lower volumes. |
| Column 1 | Column 2 |
|---|---|
| (2) | Decrease for 2024 as compared to 2023 primarily driven by unfavorable impact of lower volumes, partially offset by cost reduction actions. |
| Column 1 | Column 2 |
|---|---|
| (3) | Increase for 2024 compared to 2023 primarily reflects effective cost management and operational improvements. |
| Column 1 | Column 2 |
|---|---|
| (4) | 2024 excludes Rationalization and asset impairment net charges of $18,840, the amortization of step up in value of acquired inventories of $4,776 and pension settlement charges of $4,205. 2023 excludes Rationalization and asset impairment net charges of $468 and the amortization of step up in value of acquired inventories of $9,390. |
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| Column 1 | Column 2 |
|---|---|
| (5) | 2024 excludes Rationalization and asset impairment net charges of $32,960 primarily due to restructuring activities, including the impact of the Company’s disposition of its Russian entity as discussed in Note 7, a loss on asset disposal of $4,950, the amortization of the step up in value of acquired inventories of $250 and pension settlement gain of $413. 2023 excludes pension settlement charges of $845, a gain on asset disposal of $1,646, the amortization of step up in value of acquired inventories of $2,862 and Rationalization and asset impairment net gains of $11,782. |
| Column 1 | Column 2 |
|---|---|
| (6) | 2024 excludes Rationalization and asset impairment net charges of $3,955 as discussed in Note 7. |
| Column 1 | Column 2 |
|---|---|
| (7) | 2024 excludes acquisition transaction costs of $7,042 as discussed in Note 4. |
| Column 1 | Column 2 |
|---|---|
| (8) | 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, Adjusted return on invested capital, and Adjusted net operating profit after taxes, 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, reflects changes in volumes and prices, and excludes 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, | ||||||
| | 2024 | 2023 | |||||
| Operating income as reported | | $ | 636,462 | | $ | 717,849 | |
| Special items (pre-tax): | | | | ||||
| Rationalization and asset impairment net charges (1) | | 55,860 | | (11,314) | | ||
| Acquisition transaction costs (2) | | 7,042 | | — | | ||
| Amortization of step up in value of acquired inventories (3) | | 5,026 | | 12,252 | | ||
| Adjusted operating income | | $ | 704,390 | | $ | 718,787 | |
| As a percent of total sales | | | 17.6% | | | 17.1% | |
| | | | | | | | |
| Column 1 | Column 2 |
|---|---|
| (1) | 2024 charges primarily relate to rationalization plans initiated in the third quarter of 2024 in all three segments, as well as previously initiated plans and the disposition of the Company’s Russian entity in International Welding. 2023 net gains primarily relates to the gain on sale of a property, partially offset by charges within International Welding. |
| Column 1 | Column 2 |
|---|---|
| (2) | Transaction costs related to acquisitions which are included in Selling, general & administrative expenses. |
| Column 1 | Column 2 |
|---|---|
| (3) | Costs related to acquisitions which are included in Cost of goods sold. |
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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, | ||||||
| | 2024 | 2023 | |||||
| Net income as reported | | $ | 466,108 | $ | 545,248 | | |
| Special items: | | | | ||||
| Rationalization and asset impairment net charges (1) | | 55,860 | (11,314) | | |||
| Acquisition transaction costs (2) | | 7,042 | — | | |||
| Pension settlement net charges (3) | | 3,792 | 845 | | |||
| Amortization of step up in value of acquired inventories (4) | | 5,026 | 12,252 | | |||
| Loss (gain) on asset disposal (5) | | 4,950 | (1,646) | | |||
| Tax effect of Special items (6) | | (11,513) | 2,537 | | |||
| Adjusted net income | | $ | 531,265 | $ | 547,922 | | |
| Interest expense, net | | 42,786 | 44,371 | | |||
| Income taxes as reported | | 128,041 | 141,618 | | |||
| Tax effect of Special items (6) | | 11,513 | (2,537) | | |||
| Adjusted EBIT | | $ | 713,605 | $ | 731,374 | | |
| Effective tax rate as reported | | 21.6 | % | 20.6 | % | ||
| Net special item tax impact | | (0.8) | % | (0.4) | % | ||
| Adjusted effective tax rate | | 20.8 | % | 20.2 | % | ||
| Diluted earnings per share as reported | | $ | 8.15 | $ | 9.37 | | |
| Special items per share | | 1.14 | 0.04 | | |||
| Adjusted diluted earnings per share | | $ | 9.29 | $ | 9.41 | |
| Column 1 | Column 2 |
|---|---|
| (1) | Items in 2024 primarily relate to rationalization plans initiated in the third quarter of 2024 in all three segments, as well as previously initiated plans and the disposition of the Company’s Russian entity in International Welding. Items in 2023 reflects a gain on the sale of a property, partially offset by Rationalization and asset impairment charges within International Welding. |
| Column 1 | Column 2 |
|---|---|
| (2) | Transaction costs related to acquisitions which are included in Selling, general and administrative expenses. Refer to Note 4 for further discussion. |
| Column 1 | Column 2 |
|---|---|
| (3) | Pension settlement net charges are primarily due to the final settlement associated with the termination of pension plans and are included in Other income. Refer to Note 11 for further discussion. |
| Column 1 | Column 2 |
|---|---|
| (4) | Costs related to acquisitions which are included in Cost of goods sold. |
| Column 1 | Column 2 |
|---|---|
| (5) | Loss (gain) on asset disposal included in Other income. |
| Column 1 | Column 2 |
|---|---|
| (6) | Includes the net tax impact of Special items recorded during the respective periods. 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
Overview
The Company’s primary sources of liquidity are operating cash flows and revolving credit facilities. As of December 31, 2024, the Company had $377,262 of cash and cash equivalents on hand and $10,520 of outstanding borrowings under its $1,045,608 revolving credit facilities.
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The Company’s capital allocation priorities include internal investment to support existing operations and organic growth, investment in acquisitions to grow the business and then returning capital to shareholders through dividends and share repurchases.
The Company’s cash flow from operations can be cyclical. In assessing liquidity, the Company reviews working capital measurements to define areas for improvement. Management anticipates we 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 consider acquisitions 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 needing or requiring funding. If additional acquisitions providing appropriate financial benefits become available, additional expenditures may be made.
Cash Flow
The following table reflects changes in key cash flow measures:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | Year Ended December 31, | $ Change | |||||||
| | | 2024 | 2023 | 2024 vs. 2023 | |||||
| Cash provided by operating activities (1) | | $ | 598,977 | | $ | 667,542 | | $ | (68,565) |
| Cash used by investing activities (2) | | (361,231) | | (74,729) | | (286,502) | |||
| Capital expenditures | | (116,603) | | (90,987) | | (25,616) | |||
| Acquisition of businesses, net of cash acquired | | (252,746) | | (32,685) | | (220,061) | |||
| Proceeds from sale of property, plant and equipment | | | 7,798 | | | 49,494 | | | (41,696) |
| Cash used by financing activities (3) | | (244,640) | | | (412,392) | | 167,752 | ||
| Proceeds from (payments on) short-term borrowings | | 8,449 | | (79,873) | | 88,322 | |||
| Proceeds from long-term borrowings | | | 550,000 | | | — | | | 550,000 |
| Payments on long-term borrowings | | | (400,677) | | | (8,109) | | | (392,568) |
| Purchase of shares for treasury | | (263,751) | | (198,765) | | (64,986) | |||
| Cash dividends paid to shareholders | | (162,143) | | (148,010) | | (14,133) | |||
| (Decrease) increase in Cash and cash equivalents | | (16,525) | | 196,637 | | (213,162) |
| Column 1 | Column 2 |
|---|---|
| (1) | Cash provided by operating activities decreased in 2024 as compared to 2023 primarily due to decreased earnings and working capital. |
| Column 1 | Column 2 |
|---|---|
| (2) | Cash used by investing activities increased in 2024 as compared to 2023 primarily for capital expenditures and the acquisition of businesses in 2024. |
| Column 1 | Column 2 |
|---|---|
| (3) | Cash used by financing activities decreased in 2024 as compared to 2023 primarily due to the proceeds from the 2024 Notes issuances, partially offset by the repayment of the Term Loan as described in Note 9. |
As of December 31, 2024, the Company had cash of $249,895 held by international subsidiaries.
The Company paid $162,143 and $148,010 in cash dividends to its shareholders during 2024 and 2023, respectively. In January 2025, the Company paid a cash dividend of $0.75 per share, or $42,158, to shareholders of record on December 31, 2024, which reflects a 5.6% increase in the Company’s dividend payout rate.
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The Company currently anticipates capital expenditures of $100,000 to $120,000 in 2025. Anticipated capital expenditures include investments to increase capacity, improve operational effectiveness and for general maintenance. Management critically evaluates all proposed capital expenditures and expects each project to increase efficiency, reduce costs, support sales growth or improve the overall safety and environmental conditions of the Company’s facilities.
Revolving Credit Agreements and Other Lines of Credit
On June 20, 2024, the Company terminated its existing $500,000 revolving credit facility and entered into a $1 billion revolving credit facility. The revolving credit facility matures on June 20, 2029. As of December 31, 2024, the Company had $1 billion of availability under the revolving credit facility. Additionally, the Company has other lines of credit with total availability of $35,088 as of December 31, 2024. Refer to Note 9 for further information on our revolving credit agreements and other lines of credit.
Working Capital Ratios
| | | | | | |
|---|---|---|---|---|---|
| | | 2024 | 2023 | ||
| Average operating working capital to Net sales (1) | 16.9 | % | 17.1 | % | |
| Days sales in Inventories | 106.0 | 104.6 | | ||
| Days sales in Accounts receivable | 46.9 | 50.0 | | ||
| Average days in Trade accounts payable | 45.8 | 47.6 | |
| Column 1 | Column 2 |
|---|---|
| (1) | Average operating working capital to Net sales is defined as the sum of Accounts receivable, Inventories and contract assets less Trade accounts payable and contract liabilities as of period end divided by annualized rolling three months of Net sales. |
Stock Repurchase Program
On February 12, 2020, the Company’s Board authorized a share repurchase program for up to 10 million shares of the Company’s common stock. As of December 31, 2024, there were 6.7 million shares available under the authorization. The Company is not obligated to make any repurchases.
Contractual Obligations
Debt
As of December 31, 2024, the total amount of debt outstanding was $1,261,075, which includes $110,524 in short-term debt. Refer to Note 9 for further information on our debt and interest.
Lease Obligations
As of December 31, 2024, the Company’s total future minimum lease payments were $61,942, which includes $14,896 in short-term lease obligations. Refer to Note 17 for further information on our lease obligations.
Purchase Commitments
Purchase commitments include contractual obligations for raw materials and services. As of December 31, 2024, the Company had total purchase commitments of $91,028, which includes $89,792 in current liabilities.
Other Material Obligations
As of December 31, 2024, there was a total liability of $55,425 for deferred compensation, which includes $30,901 in Other current liabilities.
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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 revolving credit facility.
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.
Return on Invested Capital
The Company reviews return on invested capital ("ROIC") in assessing and evaluating the Company’s underlying operating performance. Adjusted 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. Adjusted 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.
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The following table presents the reconciliation of ROIC and Adjusted ROIC to net income:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| Return on Invested Capital | 2024 | 2023 | |||||
| Net income as reported | | $ | 466,108 | | $ | 545,248 | |
| Plus: Interest expense (after-tax) | | 39,665 | | 38,050 | | ||
| Less: Interest income (after-tax) | | 7,593 | | 5,033 | | ||
| Net operating profit after taxes | | $ | 498,180 | | $ | 578,265 | |
| Special items: | | | | | | | |
| Rationalization and asset impairment net charges | | | 55,860 | | | (11,314) | |
| Acquisition transaction costs | | | 7,042 | | | — | |
| Pension settlement net charges | | | 3,792 | | | 845 | |
| Amortization of step up in value of acquired inventories | | | 5,026 | | | 12,252 | |
| Loss (gain) on asset disposal | | | 4,950 | | | (1,646) | |
| Tax effect of Special items (1) | | | (11,513) | | | 2,537 | |
| Adjusted net operating profit after taxes | | $ | 563,337 | | $ | 580,939 | |
| | | | | | | | |
| Invested Capital | | | | | | | |
| Short-term debt | | $ | 110,524 | | $ | 2,439 | |
| Long-term debt, less current portion | | | 1,150,551 | | | 1,102,771 | |
| Total debt | | | 1,261,075 | | | 1,105,210 | |
| Total equity | | | 1,327,433 | | | 1,308,852 | |
| Invested capital | | $ | 2,588,508 | | $ | 2,414,062 | |
| | | | | | | | |
| Return on invested capital as reported | | | 19.2 | % | | 24.0 | % |
| Adjusted return on invested capital | | 21.8 | % | 24.1 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | Includes the net tax impact of Special items recorded during the respective periods. 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 rate reflects the taxable jurisdiction and nature of each Special item. |
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 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.
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
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accounting policies were made during 2024. 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 the statute of limitations. Liabilities can be affected by changes in applicable tax law, regulations, tax rulings or such other 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 13 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 will repatriate earnings for certain non-U.S. subsidiaries, which are subject to foreign withholding taxes. The Company considers any 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.
At December 31, 2024, the Company had approximately $207,739 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, 2024, a valuation allowance of $35,284 was recorded against certain deferred tax assets based on this assessment. The
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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.
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 37% of total inventories at December 31, 2024 and 2023, 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 $120,633 and $129,946 at December 31, 2024 and 2023, respectively.
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.
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 and intangible assets that do not have indefinite lives, 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.
Goodwill and Intangibles
The Company performs an annual impairment test of goodwill and indefinite-lived intangible assets in the fourth quarter using the same date 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 only required if the Company concludes that it is more-likely-than-not that a reporting unit’s fair value is less than its carrying amount. The Company may also perform a quantitative test in instances where the more-likely-than-not threshold has not been met, including when general macroeconomic conditions or changes to the reporting unit warrant a refresh of the baseline used in a qualitative test. 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
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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 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 pre-acquisition 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
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 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. Approximately 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.
FY 2023 10-K MD&A
SEC filing source: 0000059527-24-000008.
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 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.
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.
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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, brazing and soldering filler metals (consumables), arc welding equipment, plasma and oxyfuel cutting systems, wire feeding systems, fume control equipment, welding accessories, specialty gas regulators, and education solutions; as well as a comprehensive portfolio of automated solutions for joining, cutting, material handling, module assembly, and end of line testing.
The Company invests in the research and development of arc welding products in order to continue its market leading product offering and improve the quality and productivity of welding applications. In addition, the Company actively protects its innovations with patents and trade secrets globally. The Company believes its significant investment in research and development, its highly trained technical sales force and its extensive distributor network provide a competitive advantage in the marketplace.
The Company’s products are sold globally. 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:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | general fabrication, |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | energy (oil and gas, power generation and process industries), |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | heavy industries (heavy fabrication, ship building and maintenance and repair), |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | automotive and transportation, and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | construction and infrastructure. |
The Company has, through wholly-owned subsidiaries, manufacturing facilities located in the United States, Australia, Austria, Brazil, Canada, China, Colombia, France, Germany, India, Italy, Mexico, Poland, Portugal, Romania, Russia, South Korea, 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 46 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 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.
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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, backlog, 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, adjusted return on invested capital and average operating working capital to sales. These measures are reviewed at monthly, quarterly and annual intervals and are 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, 2023 and 2022. For a comparison of the Company’s results of operations, liquidity and capital resources for the fiscal years ended December 31, 2022 and 2021, 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, 2022, which was filed with the SEC on February 21, 2023.
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Results of Operations
The following table shows the Company’s results of operations:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Year Ended December 31, | |||||||||||||||
| | | | | | | | | | | | | Favorable (Unfavorable) | ||||
| | 2023 | | 2022 | | 2023 vs. 2022 | | ||||||||||
| | Amount | % of Sales | Amount | % of Sales | $ | % | ||||||||||
| Net sales | $ | 4,191,636 | | | | | $ | 3,761,211 | | | $ | 430,425 | 11.4 | % | ||
| Cost of goods sold | 2,726,191 | | | | 2,480,451 | | | (245,740) | (9.9) | % | ||||||
| Gross profit | 1,465,445 | | 35.0 | % | 1,280,760 | 34.1 | % | 184,685 | 14.4 | % | ||||||
| Selling, general & administrative expenses | 758,910 | | 18.1 | % | 656,636 | 17.5 | % | (102,274) | (15.6) | % | ||||||
| Rationalization and asset impairment charges | (11,314) | | (0.3) | % | 11,788 | 0.3 | % | 23,102 | 196.0 | % | ||||||
| Operating income | 717,849 | | 17.1 | % | 612,336 | 16.3 | % | 105,513 | 17.2 | % | ||||||
| Interest expense, net | 44,371 | | | | 29,500 | | | (14,871) | (50.4) | % | ||||||
| Other income | 13,388 | | | | 9,991 | | | 3,397 | 34.0 | % | ||||||
| Income before income taxes | 686,866 | | 16.4 | % | 592,827 | 15.8 | % | 94,039 | 15.9 | % | ||||||
| Income taxes | 141,618 | | | | 120,603 | | | (21,015) | (17.4) | % | ||||||
| Effective tax rate | 20.6 | % | | | 20.3 | % | | | (0.3) | % | | | ||||
| Net income | $ | 545,248 | | 13.0 | % | $ | 472,224 | 12.6 | % | $ | 73,024 | 15.5 | % | |||
| Diluted earnings per share | $ | 9.37 | | | | | $ | 8.04 | | $ | 1.33 | 16.5 | % |
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, 2023 on a consolidated basis:
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | Change in Net Sales due to: | | | ||||||||||||||
| | | Net Sales | | | | | | | | | | | Foreign | | Net Sales | | |||
| | 2022 | Volume | Acquisitions | Price | Exchange | 2023 | |||||||||||||
| Lincoln Electric Holdings, Inc. | | $ | 3,761,211 | | $ | 85,686 | | $ | 276,571 | | $ | 64,146 | $ | 4,022 | | $ | 4,191,636 | | |
| % Change | | | | | | | | | | ||||||||||
| Lincoln Electric Holdings, Inc. | | | | | 2.3 | % | 7.4 | % | 1.7 | % | | 0.1 | % | | 11.4 | % |
Net sales increased primarily due to the benefit of acquisitions, higher demand levels and increased product pricing as a result of higher input costs.
Gross Profit:
Gross profit increased for the year ended December 31, 2023 primarily due to pricing actions taken to offset higher inputs costs and favorable segment mix, which offset the impact of acquisitions.
Selling, General & Administrative ("SG&A") Expenses:
SG&A expenses increased in 2023 as compared to 2022 primarily due to acquisitions and higher employee-related costs.
Rationalization and asset impairment charges:
In 2023, the Company recorded a gain of $11,314 primarily related to the sale of a property offset by rationalization and asset impairment charges within International Welding.
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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, 2023:
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | Change in Net Sales due to: | | ||||||||||||||
| | Net Sales | | | | | | | Foreign | Net Sales | |||||||||
| | 2022 | | Volume (1) | Acquisitions (2) | Price (3) | | Exchange | | 2023 | | ||||||||
| Operating Segments | | | | | | | | | | | | | | | | | | |
| Americas Welding | $ | 2,288,934 | | $ | 109,860 | | $ | 222,493 | | $ | 37,125 | $ | (2,866) | | $ | 2,655,546 | | |
| International Welding | | 954,281 | | 12,519 | | 54,078 | | 14,691 | | 4,437 | | 1,040,006 | | |||||
| The Harris Products Group | | 517,996 | | (36,693) | | — | | 12,330 | | 2,451 | | 496,084 | | |||||
| | | | | | | | | | | | | | | | | | | |
| % Change | | | | | | | | |||||||||||
| Americas Welding | | | | | 4.8 | % | 9.7 | % | | 1.6 | % | | (0.1) | % | | 16.0 | % | |
| International Welding | | | | | 1.3 | % | 5.7 | % | | 1.5 | % | | 0.5 | % | | 9.0 | % | |
| The Harris Products Group | | | | | (7.1) | % | — | | | 2.4 | % | | 0.5 | % | | (4.2) | % |
| Column 1 | Column 2 |
|---|---|
| (1) | Increase for Americas Welding due to higher volumes in all product groups. Increase for International Welding due to higher equipment volumes. Decrease for the Harris Products Group due to weakness in end markets. |
| Column 1 | Column 2 |
|---|---|
| (2) | Increase for Americas Welding and International Welding due to the acquisitions discussed in Note 4 to the consolidated financial statements. |
| Column 1 | Column 2 |
|---|---|
| (3) | Increase for all segments reflects increased product pricing to offset higher input 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 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) | | ||||
| | | Year Ended December 31, | | 2023 vs. 2022 | | ||||||||
| | 2023 | 2022 | $ | % | |||||||||
| Americas Welding: | | | | | | ||||||||
| Net sales | | $ | 2,655,546 | | $ | 2,288,934 | | $ | 366,612 | | 16.0 | % | |
| Inter-segment sales | | 127,536 | | 122,019 | | 5,517 | | 4.5 | % | | |||
| Total Sales | | $ | 2,783,082 | | $ | 2,410,953 | | $ | 372,129 | | 15.4 | % | |
| Adjusted EBIT (4) | | $ | 538,269 | | $ | 462,819 | | $ | 75,450 | | 16.3 | % | |
| As a percent of total sales (1) | | 19.3 | % | 19.2 | % | | | | 0.1 | % | | ||
| International Welding: | | | | | | | | | |||||
| Net sales | | $ | 1,040,006 | | $ | 954,281 | | $ | 85,725 | | 9.0 | % | |
| Inter-segment sales | | 31,498 | | 31,503 | | | (5) | | — | | | ||
| Total Sales | | $ | 1,071,504 | | $ | 985,784 | | $ | 85,720 | | 8.7 | % | |
| Adjusted EBIT (5) | | $ | 136,497 | | $ | 120,157 | | $ | 16,340 | | 13.6 | % | |
| As a percent of total sales (2) | | 12.7 | % | 12.2 | % | | | | 0.5 | % | | ||
| The Harris Products Group: | | | | | | | | | |||||
| Net sales | | $ | 496,084 | | $ | 517,996 | | $ | (21,912) | | (4.2) | % | |
| Inter-segment sales | | 10,641 | | 11,040 | | | (399) | | (3.6) | % | | ||
| Total Sales | | $ | 506,725 | | $ | 529,036 | | $ | (22,311) | | (4.2) | % | |
| Adjusted EBIT (6) | | $ | 74,144 | | $ | 64,008 | | $ | 10,136 | | 15.8 | % | |
| As a percent of total sales (3) | | 14.6 | % | 12.1 | % | | | | 2.5 | % | | ||
| Corporate / Eliminations: | | | | | | | | | |||||
| Inter-segment sales | | $ | (169,675) | | $ | (164,562) | | $ | (5,113) | | (3.1) | % | |
| Adjusted EBIT (7) | | (17,536) | | (10,033) | | | (7,503) | | (74.8) | % | | ||
| Consolidated: | | | | | | | | | |||||
| Net sales | | $ | 4,191,636 | | $ | 3,761,211 | | $ | 430,425 | | 11.4 | % | |
| Net income | | $ | 545,248 | | $ | 472,224 | | $ | 73,024 | | 15.5 | % | |
| As a percent of total sales | | 13.0 | % | 12.6 | % | | | | 0.4 | % | | ||
| Adjusted EBIT (8) | | $ | 731,374 | | $ | 636,951 | | $ | 94,423 | | 14.8 | % | |
| As a percent of sales | | 17.4 | % | 16.9 | % | | | 0.5 | % | |
| Column 1 | Column 2 |
|---|---|
| (1) | Increase for 2023 as compared to 2022 primarily driven by higher volumes and effective cost management, partially offset by the impact of acquisitions. |
| Column 1 | Column 2 |
|---|---|
| (2) | Increase for 2023 as compared to 2022 primarily driven by higher volumes and effective cost management. |
| Column 1 | Column 2 |
|---|---|
| (3) | Increase for 2023 compared to 2022 primarily reflects effective cost management and operational improvements. |
| Column 1 | Column 2 |
|---|---|
| (4) | 2023 excludes the amortization of step up in value of acquired inventories of $9,390 and Rationalization and asset impairment net charges of $468. |
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2022 excludes a favorable adjustment related to the termination of a pension plan of $3,735, the amortization of step up in value of acquired inventories of $1,106 and Rationalization and asset impairment gains of $431 related to severance and gains or losses on the disposal of assets as discussed in Note 7 to the consolidated financial statements.
| Column 1 | Column 2 |
|---|---|
| (5) | 2023 excludes pension settlement charges of $845, a gain on asset disposal of $1,646, the amortization of step up in value of acquired inventories of $2,862 and Rationalization and asset impairment net gains of $11,782 as discussed in Note 7 to the consolidated financial statements. |
2022 excludes Rationalization and asset impairment charges of $11,681 related to impairment charges as discussed in Note 7 to the consolidated financial statements.
| Column 1 | Column 2 |
|---|---|
| (6) | 2022 excludes the amortization of step up in value of acquired inventories of $820 related to an acquisition and non-cash pension settlement charges of $2,965 as discussed in Note 11 to the consolidated financial statements. |
| Column 1 | Column 2 |
|---|---|
| (7) | 2022 excludes acquisition transaction and integration costs of $6,003 as discussed in Note 4 to the consolidated financial statements. |
| Column 1 | Column 2 |
|---|---|
| (8) | 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, Adjusted return on invested capital, and Adjusted net operating profit after taxes, 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, | ||||||
| | 2023 | 2022 | |||||
| Operating income as reported | | $ | 717,849 | | $ | 612,336 | |
| Special items (pre-tax): | | | | ||||
| Rationalization and asset impairment charges (1) | | (11,314) | | 11,788 | | ||
| Acquisition transaction costs (2) | | — | | 6,003 | | ||
| Amortization of step up in value of acquired inventories (3) | | 12,252 | | 1,106 | | ||
| Adjusted operating income | | $ | 718,787 | | $ | 631,233 | |
| Column 1 | Column 2 |
|---|---|
| (1) | 2023 reflects a gain on the sale of a property of $36,187, offset by rationalization and asset impairment charges of $24,873 within International Welding. 2022 charges are primarily related to employee severance, gains or losses on the disposal of assets and other related costs and non-cash asset impairment charges. |
| Column 1 | Column 2 |
|---|---|
| (2) | Costs related to acquisitions and included in Selling, general & administrative expenses. |
| Column 1 | Column 2 |
|---|---|
| (3) | Costs related to acquisitions and included in Cost of goods sold. |
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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, | ||||||
| | 2023 | 2022 | |||||
| Net income as reported | | $ | 545,248 | $ | 472,224 | | |
| Special items: | | | | ||||
| Rationalization and asset impairment charges (1) | | (11,314) | 11,788 | | |||
| Acquisition transaction costs (2) | | — | 6,003 | | |||
| Pension settlement net charges (3) | | 845 | (4,273) | | |||
| Amortization of step up in value of acquired inventories (4) | | 12,252 | 1,106 | | |||
| Gain on asset disposal (5) | | (1,646) | — | | |||
| Tax effect of Special items (6) | | 2,537 | (1,192) | | |||
| Adjusted net income | | $ | 547,922 | $ | 485,656 | | |
| Interest expense, net | | 44,371 | 29,500 | | |||
| Income taxes as reported | | 141,618 | 120,603 | | |||
| Tax effect of Special items (6) | | (2,537) | 1,192 | | |||
| Adjusted EBIT | | $ | 731,374 | $ | 636,951 | | |
| Effective tax rate as reported | | 20.6 | % | 20.3 | % | ||
| Net special item tax impact | | (0.4) | % | (0.2) | % | ||
| Adjusted effective tax rate | | 20.2 | % | 20.1 | % | ||
| Diluted earnings per share as reported | | $ | 9.37 | $ | 8.04 | | |
| Special items per share | | 0.04 | 0.23 | | |||
| Adjusted diluted earnings per share | | $ | 9.41 | $ | 8.27 | |
| Column 1 | Column 2 |
|---|---|
| (1) | 2023 reflects a gain on the sale of a property of $36,187, offset by rationalization and asset impairment charges of $24,873 within International Welding. 2022 charges are primarily related to employee severance, gains or losses on the disposal of assets and other related costs and non-cash asset impairment charges. |
| Column 1 | Column 2 |
|---|---|
| (2) | Costs related to acquisitions, as discussed in Note 4 to the consolidated financial statements, and are included in Selling, general & administrative. |
| Column 1 | Column 2 |
|---|---|
| (3) | 2023 charges related to pension settlement charges. 2022 net gains primarily related to the final settlement associated with the termination of a pension plan, as discussed in Note 11 to the consolidated financial statements. |
| Column 1 | Column 2 |
|---|---|
| (4) | Costs related to acquisitions and included in Cost of goods sold. |
| Column 1 | Column 2 |
|---|---|
| (5) | Gain on asset disposal and included in Other income. |
| Column 1 | Column 2 |
|---|---|
| (6) | Includes the net tax impact of Special items recorded during the respective periods. |
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.
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The Company continues to expand globally and periodically consider acquisitions 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 needing or requiring 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, | ||||||||
| | | 2023 | 2022 | $ Change | |||||
| Cash provided by operating activities (1) | | $ | 667,542 | | $ | 383,386 | | $ | 284,156 |
| Cash used by investing activities (2) | | (74,729) | | (504,691) | | 429,962 | |||
| Capital expenditures | | (90,987) | | (71,883) | | (19,104) | |||
| Acquisition of businesses, net of cash acquired | | (32,685) | | (436,298) | | 403,613 | |||
| Proceeds from the sale of property, plant and equipment | | | 49,494 | | | 3,331 | | | 46,163 |
| Cash (used by) provided by financing activities (3) | | (412,392) | | 133,725 | | (546,117) | |||
| (Payments on) proceeds from short-term borrowings | | (79,873) | | 34,351 | | (114,224) | |||
| (Payments on) proceeds from long-term borrowings | | | (8,109) | | | 405,444 | | | (413,553) |
| Purchase of shares for treasury | | (198,765) | | (181,293) | | (17,472) | |||
| Cash dividends paid to shareholders | | (148,010) | | (130,724) | | (17,286) | |||
| Increase in Cash and cash equivalents (4) | | 196,637 | | 4,192 | | 192,445 |
| Column 1 | Column 2 |
|---|---|
| (1) | Cash provided by operating activities increased for the twelve months ended December 31, 2023 compared with the twelve months ended December 31, 2022 primarily due to increased earnings and improved working capital. |
| Column 1 | Column 2 |
|---|---|
| (2) | Cash used by investing activities decreased for the twelve months ended December 31, 2023 compared with the twelve months ended December 31, 2022 primarily due to less acquisition activity in 2023. The Company currently anticipates capital expenditures of $90,000 to $110,000 in 2024. Anticipated capital expenditures include investments to increase capacity and 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. |
| Column 1 | Column 2 |
|---|---|
| (3) | Cash used by financing activities increased in the twelve months ended December 31, 2023 compared with the twelve months ended December 31, 2022 primarily due to increased payments on short- and long-term borrowings as compared with the prior year. |
| Column 1 | Column 2 |
|---|---|
| (4) | Cash and cash equivalents increased 99.7%, or $196,637, to $393,787 during the twelve months ended December 31, 2023, from $197,150 as of December 31, 2022. The increase was predominantly due to higher cash provided by operating activities in 2023. |
The Company paid $148,010 and $130,724 in cash dividends to its shareholders in the twelve months ended December 31, 2023 and 2022, respectively. In January 2024, the Company paid a cash dividend of $0.71 per share, or $40,453, to shareholders of record on December 31, 2023, which reflects a 11% increase in the Company’s dividend payout rate.
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Working Capital Ratios
| | | | | | |
|---|---|---|---|---|---|
| | | 2023 | 2022 | ||
| Average operating working capital to Net sales (1) (2) | 17.1 | % | 20.9 | % | |
| Days sales in Inventories (3) | 104.6 | 132.5 | | ||
| Days sales in Accounts receivable | 50.0 | 57.0 | | ||
| Average days in Trade accounts payable | 47.6 | 57.0 | |
| Column 1 | Column 2 |
|---|---|
| (1) | Average operating working capital to Net sales is defined as the sum of Accounts receivable, Inventories and contract assets less Trade accounts payable and contract liabilities as of period end divided by annualized rolling three months of Net sales. |
| Column 1 | Column 2 |
|---|---|
| (2) | In 2022, Average operating working capital excluding Fori would have been 18.6% as a percent of Net Sales. |
| Column 1 | Column 2 |
|---|---|
| (3) | In order to minimize supply chain disruptions in serving customers due to the impacts of the COVID-19 pandemic, the Company increased inventories relative to expected Net sales resulting in higher Days sales in Inventories in 2022. |
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, 2023 and 2022, the total amount of debt outstanding was $1,105,210 and $1,203,879, respectively, while the fair value of long-term debt, including the current portion, was approximately $1,013,795 and $1,009,020, respectively, which was determined using available market information and methodologies requiring judgment. The carrying value of this debt at such dates was $1,102,771 and $1,121,435, respectively. 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 and October 20, 2016, the Company entered into separate Note Purchase Agreements pursuant to which it issued senior unsecured notes (the "Notes") through a private placement. The Notes each have an aggregate principal amount of $350,000. Interest on the Notes are payable semi-annually. The proceeds of the Notes were used for general corporate purposes. The Notes contain certain affirmative and negative covenants. As of December 31, 2023, the Company was in compliance with all of its debt covenants relating to the Notes.
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 10.4 years, respectively.
Term Loan
On November 29, 2022, the Company entered into a term loan in the aggregate principal amount of $400,000 (the “Term Loan”), which was borrowed in full. The Term Loan matures on November 29, 2025. The Term Loan bears an interest at a rate based on Term SOFR, plus a margin ranging from 0.75% to 1.75% based on the Company’s consolidated net
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leverage ratio. The proceeds of the Term Loan were used to pay a portion of the purchase price in connection with the acquisition of Fori.
The agreement governing the Term Loan (the “Term Loan Credit Agreement”) contains representations and warranties, as well as 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 and transactions with affiliates. The Term Loan Credit Agreement requires the Company to maintain a minimum consolidated fixed charges coverage ratio and maximum consolidated net leverage ratio. As of December 31, 2023, the Company was in compliance with all of its covenants.
Revolving Credit Agreements
On April 23, 2021, the Company amended and restated the agreement governing its line of credit by entering into the Second Amended and Restated Credit Agreement (“Credit Agreement”). The Credit Agreement has a line of credit totaling $500,000, has a term of 5 years with a maturity date of April 23, 2026 and may be increased, subject to certain conditions including the consent of its lenders, by an additional amount up to $150,000. On March 8, 2023, the Credit Agreement was amended to replace the LIBOR rate to a term secured overnight finance rate (“SOFR”); as such, the interest rate on borrowings is based on SOFR plus a spread of 0.85% to 1.85% based on (1) the Company’s net leverage ratio and (2) a credit spread adjustment. The Credit Agreement contains customary representations and warranties, as well as customary affirmative, negative and financial covenants for credit facilities of this type (subject to negotiated baskets and exceptions), including limitations on the Company and its subsidiaries with respect to liens, investments, distributions, mergers and acquisitions, dispositions of assets and transactions with affiliates. As of December 31, 2023, the Company was in compliance with all of its covenants and had no of outstanding borrowings under the Credit Agreement.
The Company has other lines of credit and debt agreements totaling $89,145. As of December 31, 2023, the Company was in compliance with all of its covenants and had $2,435 outstanding at December 31, 2023.
Return on Invested Capital
The Company reviews return on invested capital ("ROIC") in assessing and evaluating the Company’s underlying operating performance. Adjusted 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. Adjusted 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.
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The following table presents the reconciliation of ROIC and Adjusted ROIC to net income:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| Return on Invested Capital | 2023 | 2022 | |||||
| Net income as reported | | $ | 545,248 | | $ | 472,224 | |
| Plus: Interest expense (after-tax) | | 38,050 | | 23,276 | | ||
| Less: Interest income (after-tax) | | 5,033 | | 1,202 | | ||
| Net operating profit after taxes | | $ | 578,265 | | $ | 494,298 | |
| Special items: | | | | | | | |
| Rationalization and asset impairment charges | | | (11,314) | | | 11,788 | |
| Acquisition transaction costs | | | — | | | 6,003 | |
| Pension settlement net charges | | | 845 | | | (4,273) | |
| Amortization of step up in value of acquired inventories | | | 12,252 | | | 1,106 | |
| Gain on asset disposal | | | (1,646) | | | — | |
| Tax effect of Special items (1) | | | 2,537 | | | (1,192) | |
| Adjusted net operating profit after taxes | | $ | 580,939 | | $ | 507,730 | |
| | | | | | | | |
| Invested Capital | | | | | | | |
| Short-term debt | | $ | 2,439 | | $ | 93,483 | |
| Long-term debt, less current portion | | | 1,102,771 | | | 1,110,396 | |
| Total debt | | | 1,105,210 | | | 1,203,879 | |
| Total equity | | | 1,308,852 | | | 1,034,041 | |
| Invested capital | | $ | 2,414,062 | | $ | 2,237,920 | |
| | | | | | | | |
| Return on invested capital as reported | | | 24.0 | % | | 22.1 | % |
| Adjusted return on invested capital | | 24.1 | % | 22.7 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | Includes the net tax impact of Special items recorded during the respective periods. |
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 rate reflects the taxable jurisdiction and nature of each Special item.
Contractual and Other Obligations
The Company’s cash requirements for contractual and other obligations as of December 31, 2023 are as follows:
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Payments Due By Period | |||||||||||||
| | | | 2025 to | 2027 to | 2029 and | |||||||||
| | Total | | 2024 | | 2026 | | 2028 | | Beyond | |||||
| Long-term debt, including current portion (Note 9) | $ | 1,100,009 | | $ | 4 | | $ | 500,005 | | $ | 100,000 | | $ | 500,000 |
| Interest on long-term debt (Note 9) | 258,448 | | 23,135 | | 43,120 | | 39,970 | | 152,223 | |||||
| Amounts due banks (Note 9) | | 2,435 | | | 2,435 | | | — | | | — | | | — |
| Operating leases (Note 17) | 61,229 | | 14,574 | | 20,808 | | 11,200 | | 14,647 | |||||
| Purchase commitments (1) | 107,903 | | 106,869 | | 1,000 | | 34 | | — | |||||
| Transition Tax (2) | 5,788 | | — | | 5,788 | | — | | — | |||||
| Total | $ | 1,535,812 | | $ | 147,017 | | $ | 570,721 | | $ | 151,204 | | $ | 666,870 |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | Purchase commitments include contractual obligations for raw materials and services. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (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 2018 overpayments and foreign tax credits. |
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As of December 31, 2023, there were $12,592 of tax liabilities related to unrecognized tax benefits and a $53,628 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 19, 2023, the shareholders of the Company approved the 2023 Equity and Incentive Compensation Plan ("2023 Employee Plan"), which replaced the 2015 Equity and Incentive Compensation Plan (“2015 Employee Plan”). The 2023 Employee Plan provides for the granting of options, appreciation rights, restricted shares, restricted stock units and performance-based awards up to an additional 2,025,000 of the Company’s common shares. In addition, on April 19, 2023, the shareholders of the Company approved the 2023 Stock Plan for Non-Employee Directors ("2023 Director Plan"), which replaced the 2015 Stock Plan for Non-Employee Directors (“2015 Director Plan”). The 2023 Director Plan provides for the granting of options, restricted shares and restricted stock units up to an additional 200,000 of the Company’s common shares. At December 31, 2023, there were 2,192,720 common shares available for future grant under all plans.
Under these plans, the number of options, restricted shares and restricted stock units granted were 241,824 in 2023 and 284,946 in 2022. 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 2023 and 2022.
Total stock-based compensation expense recognized in the Consolidated Statements of Income for 2023 and 2022 was $26,223 and $25,276, respectively, with a related tax benefit of $6,711 and $6,363, respectively. As of December 31, 2023, total unrecognized stock-based compensation expense related to non-vested stock options and restricted stock units was $17,254, which is expected to be recognized over a weighted average period of approximately one year.
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, 2023 was $99,884 and $82,057, respectively. The total intrinsic value of awards exercised during 2023 and 2022 was $35,414 and $7,082, 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 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
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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 2023. 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 the statute of limitations. Liabilities can be affected by changes in applicable tax law, regulations, tax rulings or such other 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 13 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 will repatriate earnings for certain non-U.S. subsidiaries, which are subject to foreign withholding taxes. The Company considers any 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.
At December 31, 2023, the Company had approximately $172,734 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
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liabilities, tax planning strategies and projected future taxable income in making this assessment. At December 31, 2023, a valuation allowance of $36,876 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.
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 37% and 38% of total inventories at December 31, 2023 and 2022, 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 $129,946 at December 31, 2023 and $133,909 at December 31, 2022.
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.
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 and intangible assets that do not have indefinite lives, 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.
Goodwill and Intangibles
The Company performs an annual impairment test of goodwill and indefinite-lived intangible assets in the fourth quarter using the same date 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 only required if the Company concludes that it is more-likely-than-not that a reporting unit’s fair value is less than its carrying amount. The Company may also perform a quantitative test in instances where the more-likely-than-not threshold has not been met, including when general macroeconomic conditions or changes to the reporting unit warrant a refresh of the baseline used in a qualitative test. 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.
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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 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 pre-acquisition 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
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 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.
FY 2022 10-K MD&A
SEC filing source: 0000059527-23-000004.
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 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.
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.
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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, brazing and soldering filler metals (consumables), arc welding equipment, plasma and oxyfuel cutting systems, wire feeding systems, fume control equipment, welding accessories, specialty gas regulators, and education solutions; as well as a comprehensive portfolio of automated solutions for joining, cutting, material handling, module assembly, and end of line testing.
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:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | general fabrication, |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | energy (oil and gas, power generation and process industries), |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | heavy industries (heavy fabrication, ship building and maintenance and repair), |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | automotive and transportation, and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | construction and infrastructure. |
The Company has, through wholly-owned subsidiaries, manufacturing facilities located in the United States, Australia, Austria, Brazil, Canada, China, Colombia, France, Germany, India, Italy, Mexico, Poland, Portugal, Romania, Russia, South Korea, 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 42 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.
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On December 1, 2022, the Company acquired Fori Automation, LLC (“Fori”) for a cash purchase price of $427,000, subject to customary working capital adjustments. The Company funded the transaction with available cash on hand and a $400,000 senior unsecured term loan. Fori is a leading designer and manufacturer of complex, multi-armed automated welding systems, with an extensive range of automated assembly systems, automated material handling solutions, automated large-scale, industrial guidance vehicles, and end of line testing systems. The Fori acquisition will extend the Company’s market presence within the automotive sector as well as its automation footprint in the International Welding segment. Fori’s balance sheet is included in the Company’s Consolidated Balance Sheet as of December 31, 2022.
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, backlog, 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 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, 2022 and 2021. For a comparison of the Company’s results of operations, liquidity and capital resources for the fiscal years ended December 31, 2021 and 2020, 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, 2021, which was filed with the SEC on February 18, 2022.
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Results of Operations
The following table shows the Company’s results of operations:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Year Ended December 31, | |||||||||||||||
| | | | | | | | | | | | | Favorable (Unfavorable) | ||||
| | 2022 | | 2021 | | 2022 vs. 2021 | | ||||||||||
| | Amount | % of Sales | Amount | % of Sales | $ | % | ||||||||||
| Net sales (Note 2) | $ | 3,761,211 | | | | | $ | 3,234,180 | | | $ | 527,031 | 16.3 | % | ||
| Cost of goods sold | 2,480,451 | | | | 2,165,575 | | | (314,876) | (14.5) | % | ||||||
| Gross profit | 1,280,760 | | 34.1 | % | 1,068,605 | 33.0 | % | 212,155 | 19.9 | % | ||||||
| Selling, general & administrative expenses | 656,636 | | 17.5 | % | 597,109 | 18.5 | % | (59,527) | (10.0) | % | ||||||
| Rationalization and asset impairment charges (Note 7) | 11,788 | | 0.3 | % | 9,827 | 0.3 | % | (1,961) | (20.0) | % | ||||||
| Operating income | 612,336 | | 16.3 | % | 461,669 | 14.3 | % | 150,667 | 32.6 | % | ||||||
| Interest expense, net | 29,500 | | | | 22,214 | | | (7,286) | (32.8) | % | ||||||
| Other income (expense) (Note 12) | 9,991 | | | | (114,457) | | | 124,448 | 108.7 | % | ||||||
| Income before income taxes | 592,827 | | 15.8 | % | 324,998 | 10.0 | % | 267,829 | 82.4 | % | ||||||
| Income taxes (Note 13) | 120,603 | | | | 48,418 | | | (72,185) | (149.1) | % | ||||||
| Effective tax rate (Note 13) | 20.3 | % | | | 14.9 | % | | | (5.4) | % | | | ||||
| Net income including non-controlling interests | 472,224 | | | | 276,580 | | | 195,644 | 70.7 | % | ||||||
| Non-controlling interests in subsidiaries' income | — | | | | 114 | | | (114) | (100.0) | % | ||||||
| Net income | $ | 472,224 | | 12.6 | % | $ | 276,466 | 8.5 | % | $ | 195,758 | 70.8 | % | |||
| Diluted earnings per share (Note 3) | $ | 8.04 | | | | | $ | 4.60 | | $ | 3.43 | 74.6 | % |
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, 2022 on a consolidated basis:
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | Change in Net Sales due to: | | | ||||||||||||||
| | | Net Sales | | | | | | | | | | | Foreign | | Net Sales | | |||
| | 2021 | Volume | Acquisitions | Price | Exchange | 2022 | |||||||||||||
| Lincoln Electric Holdings, Inc. | | $ | 3,234,180 | | $ | 160,362 | | $ | 74,645 | | $ | 468,925 | $ | (176,901) | | $ | 3,761,211 | | |
| % Change | | | | | | | | | | ||||||||||
| Lincoln Electric Holdings, Inc. | | | | | 5.0 | % | 2.3 | % | 14.5 | % | | (5.5) | % | | 16.3 | % |
Net sales increased primarily as a result of higher demand levels, increased product pricing as a result of higher input costs and the impact of acquisitions, partially offset by unfavorable foreign exchange.
Gross Profit:
Gross profit for 2022 increased, as a percent of sales, compared to the prior year primarily due to higher volumes, the benefit of profit improvement and cost reduction actions, which offset higher input costs. Last-in, first-out (“LIFO”) charges were $19,733 in the twelve months ended December 31, 2022 as compared with charges of $38,595 in the prior year.
Selling, General & Administrative ("SG&A") Expenses:
SG&A expense increased in 2022 as compared to 2021 was primarily due to higher employee costs.
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Other Income (Expense):
The increase in 2022 as compared to 2021 was primarily due to non-cash pension settlement charges in 2021 related to the termination of a pension plan. Refer to Note 12 to the consolidated financial statements for details.
Income Taxes:
The 2022 effective tax rate was higher than 2021 primarily due to a change in the mix of earnings, as well as the impact of the 2021 pension plan termination.
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, 2022:
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | Change in Net Sales due to: | | ||||||||||||||
| | Net Sales | | | | | | | Foreign | Net Sales | |||||||||
| | 2021 | | Volume | Acquisitions (1) | Price (2) | | Exchange (3) | | 2022 | | ||||||||
| Operating Segments | | | | | | | | | | | | | | | | | | |
| Americas Welding | $ | 1,824,481 | | $ | 156,561 | | $ | 17,602 | | $ | 298,928 | $ | (8,638) | | $ | 2,288,934 | | |
| International Welding | | 948,125 | | (9,019) | | 17,632 | | 159,130 | | (161,587) | | 954,281 | | |||||
| The Harris Products Group | | 461,574 | | 12,820 | | 39,411 | | 10,867 | | (6,676) | | 517,996 | | |||||
| | | | | | | | | | | | | | | | | | | |
| % Change | | | | | | | | |||||||||||
| Americas Welding | | | | | 8.6 | % | 1.0 | % | | 16.4 | % | | (0.5) | % | | 25.5 | % | |
| International Welding | | | | | (1.0) | % | 1.9 | % | | 16.8 | % | | (17.0) | % | | 0.6 | % | |
| The Harris Products Group | | | | | 2.8 | % | 8.5 | % | | 2.4 | % | | (1.4) | % | | 12.2 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | Increase due to the acquisitions discussed in Note 4. |
| Column 1 | Column 2 |
|---|---|
| (2) | Increase for all segments reflects increased product pricing taken in response to higher input costs and unfavorable foreign exchange translation. |
| Column 1 | Column 2 |
|---|---|
| (3) | Decrease for 2022 in International Welding primarily due to the devaluation of the Turkish Lira and Euro. |
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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) | | ||||
| | | Year Ended December 31, | | 2022 vs. 2021 | | ||||||||
| | 2022 | 2021 | $ | % | |||||||||
| Americas Welding: | | | | | | ||||||||
| Net sales | | $ | 2,288,934 | | $ | 1,824,481 | | $ | 464,453 | | 25.5 | % | |
| Inter-segment sales | | 122,019 | | 140,650 | | (18,631) | | (13.2) | % | | |||
| Total Sales | | $ | 2,410,953 | | $ | 1,965,131 | | $ | 445,822 | | 22.7 | % | |
| Adjusted EBIT (4) | | $ | 462,819 | | $ | 329,016 | | $ | 133,803 | | 40.7 | % | |
| As a percent of total sales (1) | | 19.2 | % | 16.7 | % | | | | 2.5 | % | | ||
| International Welding: | | | | | | | | | |||||
| Net sales | | $ | 954,281 | | $ | 948,125 | | $ | 6,156 | | 0.6 | % | |
| Inter-segment sales | | 31,503 | | 26,331 | | | 5,172 | | 19.6 | % | | ||
| Total Sales | | $ | 985,784 | | $ | 974,456 | | $ | 11,328 | | 1.2 | % | |
| Adjusted EBIT (5) | | $ | 120,157 | | $ | 106,208 | | $ | 13,949 | | 13.1 | % | |
| As a percent of total sales (2) | | 12.2 | % | 10.9 | % | | | | 1.3 | % | | ||
| The Harris Products Group: | | | | | | | | | |||||
| Net sales | | $ | 517,996 | | $ | 461,574 | | $ | 56,422 | | 12.2 | % | |
| Inter-segment sales | | 11,040 | | 8,096 | | | 2,944 | | 36.4 | % | | ||
| Total Sales | | $ | 529,036 | | $ | 469,670 | | $ | 59,366 | | 12.6 | % | |
| Adjusted EBIT (6) | | $ | 64,008 | | $ | 68,447 | | $ | (4,439) | | (6.5) | % | |
| As a percent of total sales (3) | | 12.1 | % | 14.6 | % | | | | (2.5) | % | | ||
| Corporate / Eliminations: | | | | | | | | | |||||
| Inter-segment sales | | $ | (164,562) | | $ | (175,077) | | $ | 10,515 | | 6.0 | % | |
| Adjusted EBIT (7) | | (10,033) | | (12,403) | | | 2,370 | | 19.1 | % | | ||
| Consolidated: | | | | | | | | | |||||
| Net sales | | $ | 3,761,211 | | $ | 3,234,180 | | $ | 527,031 | | 16.3 | % | |
| Net income | | $ | 472,224 | | $ | 276,466 | | $ | 195,758 | | 70.8 | % | |
| As a percent of total sales | | 12.6 | % | 8.5 | % | | | | 4.1 | % | | ||
| Adjusted EBIT (8) | | $ | 636,951 | | $ | 491,268 | | $ | 145,683 | | 29.7 | % | |
| As a percent of sales | | 16.9 | % | 15.2 | % | | | 1.7 | % | |
| Column 1 | Column 2 |
|---|---|
| (1) | Increase for 2022 as compared to 2021 primarily driven by higher volumes, the impact of profit improvement initiatives and pricing actions taken to offset higher input costs, partially offset by higher employee costs. |
| Column 1 | Column 2 |
|---|---|
| (2) | Increase for 2022 as compared to 2021 primarily driven by profit improvement initiatives including cost reduction activities. |
| Column 1 | Column 2 |
|---|---|
| (3) | Decrease for 2022 compared to 2021 primarily driven by acquisition integration activities, unfavorable mix and declining commodity pricing in certain metal offerings. |
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| Column 1 | Column 2 |
|---|---|
| (4) | 2022 excludes a favorable adjustment related to the termination of a pension plan of $3,735, the amortization of step up in value of acquired inventories of $1,106 and Rationalization and asset impairment gains of $431 related to severance and gains or losses on the disposal of assets as discussed in Note 7 to the consolidated financial statements. |
2021 excludes non-cash pension settlement charges of $123,091 as discussed in Note 11 to the consolidated financial statements.
| Column 1 | Column 2 |
|---|---|
| (5) | 2022 excludes Rationalization and asset impairment gains of $11,681 related to impairment charges as discussed in Note 7 to the consolidated financial statements. |
2021 excludes Rationalization and asset impairment charges of $9,804 related to severance 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 $4,984 related to an acquisition and pension settlement charges of $446.
| Column 1 | Column 2 |
|---|---|
| (6) | 2021 excludes the amortization of step up in value of acquired inventories of $820 related to an acquisition and non-cash pension settlement charges of $2,965 as discussed in Note 11 to the consolidated financial statements. |
| Column 1 | Column 2 |
|---|---|
| (7) | 2022 excludes acquisition transaction and integration costs of $6,003 related to the acquisition as discussed in Note 4 to the consolidated financial statements. |
2021 excludes acquisition transaction and integration costs of $1,923 related to the acquisitions as discussed in Note 4 to the consolidated financial statements.
| Column 1 | Column 2 |
|---|---|
| (8) | 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, Adjusted return on invested capital, and Adjusted net operating profit after taxes, 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, | ||||||
| | 2022 | 2021 | |||||
| Operating income as reported | | $ | 612,336 | | $ | 461,669 | |
| Special items (pre-tax): | | | | ||||
| Rationalization and asset impairment charges (1) | | 11,788 | | 9,827 | | ||
| Acquisition transaction costs (2) | | 6,003 | | 1,923 | | ||
| Amortization of step up in value of acquired inventories (3) | | 1,106 | | 5,804 | | ||
| Adjusted operating income | | $ | 631,233 | | $ | 479,223 | |
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| Column 1 | Column 2 |
|---|---|
| (1) | Charges primarily consist of employee severance, gains or losses on the disposal of assets and other related costs and non-cash asset impairment charges. |
| Column 1 | Column 2 |
|---|---|
| (2) | Costs related to acquisition and included in Selling, general & administrative expenses. |
| Column 1 | Column 2 |
|---|---|
| (3) | Costs related to acquisitions and 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, | ||||||
| | 2022 | 2021 | |||||
| Net income as reported | | $ | 472,224 | $ | 276,466 | | |
| Special items: | | | | ||||
| Rationalization and asset impairment charges (1) | | 11,788 | 9,827 | | |||
| Acquisition transaction costs (2) | | 6,003 | 1,923 | | |||
| Pension settlement net charges (3) | | (4,273) | 126,502 | | |||
| Amortization of step up in value of acquired inventories (4) | | 1,106 | 5,804 | | |||
| Tax effect of Special items (5) | | (1,192) | (47,188) | | |||
| Adjusted net income | | $ | 485,656 | $ | 373,334 | | |
| Non-controlling interests in subsidiaries’ earnings (loss) | | | — | | 114 | | |
| Interest expense, net | | 29,500 | 22,214 | | |||
| Income taxes as reported | | 120,603 | 48,418 | | |||
| Tax effect of Special items (5) | | 1,192 | 47,188 | | |||
| Adjusted EBIT | | $ | 636,951 | $ | 491,268 | | |
| Effective tax rate as reported | | 20.3 | % | 14.9 | % | ||
| Net special item tax impact | | (0.2) | % | 5.5 | % | ||
| Adjusted effective tax rate | | 20.1 | % | 20.4 | % | ||
| Diluted earnings per share as reported | | $ | 8.04 | $ | 4.60 | | |
| Special items per share | | 0.23 | 1.62 | | |||
| Adjusted diluted earnings per share | | $ | 8.27 | $ | 6.22 | |
| Column 1 | Column 2 |
|---|---|
| (1) | Charges primarily consist of employee severance, gains or losses on the disposal of assets and other related costs and non-cash asset impairment charges. |
| Column 1 | Column 2 |
|---|---|
| (2) | Costs related to acquisitions as discussed in Note 4 to the consolidated financial statements. |
| Column 1 | Column 2 |
|---|---|
| (3) | Net charges related to lump sum pension payments and the purchase of a group annuity contract as discussed in Note 11 to the consolidated financial statements. |
| Column 1 | Column 2 |
|---|---|
| (4) | Costs related to acquisitions and included in Cost of goods sold. |
| Column 1 | Column 2 |
|---|---|
| (5) | Includes the net tax impact of Special items recorded during the respective periods. |
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
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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, | ||||||||
| | | 2022 | 2021 | $ Change | |||||
| Cash provided by operating activities (1) | | $ | 383,386 | | $ | 365,063 | | $ | 18,323 |
| Cash used by investing activities (2) | | (504,691) | | (205,356) | | (299,335) | |||
| Capital expenditures | | (71,883) | | (62,531) | | (9,352) | |||
| Acquisition of businesses, net of cash acquired | | (436,298) | | (156,106) | | (280,192) | |||
| Cash provided by (used by) financing activities (3) | | 133,725 | | (221,940) | | 355,665 | |||
| Proceeds from short-term borrowings | | 34,351 | | 46,476 | | (12,125) | |||
| Proceeds from (payments on) long-term borrowings | | | 405,444 | | | (508) | | | 405,952 |
| Purchase of shares for treasury | | (181,293) | | (164,526) | | (16,767) | |||
| Cash dividends paid to shareholders | | (130,724) | | (121,851) | | (8,873) | |||
| Increase (decrease) in Cash and cash equivalents (4) | | 4,192 | | (64,321) | | 68,513 |
| Column 1 | Column 2 |
|---|---|
| (1) | Cash provided by operating activities increased for the twelve months ended December 31, 2022 compared with the twelve months ended December 31, 2021 primarily due to higher company earnings. |
| Column 1 | Column 2 |
|---|---|
| (2) | Cash used by investing activities increased for the twelve months ended December 31, 2022 compared with the twelve months ended December 31, 2021 due to cash used in the acquisition of businesses in 2022. The Company currently anticipates capital expenditures of $80,000 to $100,000 in 2023. Anticipated capital expenditures include investments to increase capacity and 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. |
| Column 1 | Column 2 |
|---|---|
| (3) | Cash provided by (used by) financing activities increased in the twelve months ended December 31, 2022 compared with the twelve months ended December 31, 2021 due to higher long-term borrowings in 2022 partially offset by an increase in the purchase of shares for treasury. |
| Column 1 | Column 2 |
|---|---|
| (4) | Cash and cash equivalents increased 2.2%, or $4,192, to $197,950 during the twelve months ended December 31, 2022, from $192,958 as of December 31, 2021. The increase was predominantly due to higher cash provided by operating activities and an increase in long term borrowings offset by increase in cash used in the purchase of common shares for treasury, dividends paid to shareholders and for the acquisition of businesses in 2022. |
The Company paid $130,724 and $121,851 in cash dividends to its shareholders in the twelve months ended December 31, 2022 and 2021, respectively. In January 2023, the Company paid a cash dividend of $0.64 per share, or $36,879, to shareholders of record on December 31, 2022, which reflects a 14.3% increase in the Company’s dividend payout rate.
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Working Capital Ratios
| | | | | | |
|---|---|---|---|---|---|
| | | 2022 (3) | 2021 | ||
| Average operating working capital to Net sales (1) (2) | 20.9 | % | 16.3 | % | |
| Days sales in Inventories (2) | 132.5 | 121.0 | | ||
| Days sales in Accounts receivable | 57.0 | 50.3 | | ||
| Average days in Trade accounts payable | 57.0 | 59.8 | |
| Column 1 | Column 2 |
|---|---|
| (1) | Average operating working capital to Net sales is defined as the sum of Accounts receivable, Inventories and contract assets less Trade accounts payable and contract liabilities as of period end divided by annualized rolling three months of Net sales. |
| Column 1 | Column 2 |
|---|---|
| (2) | In order to minimize potential supply chain disruptions in serving customers due to the continued impacts of the COVID-19 pandemic, the Company increased inventories relative to expected Net sales resulting in higher Days sales in Inventories. |
| Column 1 | Column 2 |
|---|---|
| (3) | Average operating working capital excluding Fori would have been 18.6% as a percent of 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, 2022 and 2021, the total amount of debt outstanding was $1,203,879 and $769,819, respectively, while the fair value of long-term debt, including the current portion, was approximately $1,009,020 and $776,655, respectively, which was determined using available market information and methodologies requiring judgment. The carrying value of this debt at such dates was $1,121,435 and $717,855, respectively. 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 and October 20, 2016, the Company entered into separate Note Purchase Agreements pursuant to which it issued senior unsecured notes (the "Notes") through a private placement. The Notes each have an aggregate principal amount of $350,000. Interest on the Notes are payable semi-annually. The proceeds of the Notes were used for general corporate purposes. The Notes contain certain affirmative and negative covenants. As of December 31, 2022, the Company was in compliance with all of its debt covenants relating to the Notes.
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 11.4 years, respectively.
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Revolving Credit Agreements
On April 23, 2021, the Company amended and restated the agreement governing its line of credit by entering into the Second Amended and Restated Credit Agreement (“Credit Agreement”). The Credit Agreement has a line of credit totaling $500,000, has a term of 5 years with a maturity date of April 23, 2026 and may be increased, subject to certain conditions including the consent of its lenders, by an additional amount up to $150,000. The interest rate on borrowings is based on LIBOR plus a spread based on the Company’s net leverage ratio. The Credit Agreement contains customary representations and warranties, as well as customary affirmative, negative and financial covenants for credit facilities of this type (subject to negotiated baskets and exceptions), including limitations on the Company and its subsidiaries with respect to liens, investments, distributions, mergers and acquisitions, dispositions of assets and transactions with affiliates. As of December 31, 2022, the Company was in compliance with all of its covenants and had $45,000 of outstanding borrowings under the Credit Agreement.
The Company has other lines of credit and debt agreements totaling $92,078. As of December 31, 2022, the Company was in compliance with all of its covenants and had $37,444 outstanding at December 31, 2022.
Term Loan
On November 29, 2022, the Company entered into a term loan in the aggregate principal amount of $400,000 (the “Term Loan”), which was borrowed in full. The Term Loan matures on November 29, 2025. The Term Loan bears an interest at a rate based on Term SOFR, plus a margin ranging from 0.75% to 1.75% based on the Company’s consolidated net leverage ratio. The proceeds of the Term Loan were used to pay a portion of the purchase price in connection with the acquisition of Fori.
The agreement governing the Term Loan (the “Term Loan Credit Agreement”) contains representations and warranties, as well as 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 and transactions with affiliates. The Term Loan Credit Agreement requires the Company to maintain a minimum consolidated fixed charges coverage ratio and maximum consolidated net leverage ratio. As of December 31, 2022, the Company was in compliance with all of its covenants.
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, 2022, 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. Adjusted 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. Adjusted 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.
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The following table presents the reconciliation of ROIC and Adjusted ROIC to net income:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| Return on Invested Capital | 2022 | 2021 | |||||
| Net income as reported | | $ | 472,224 | | $ | 276,466 | |
| Plus: Interest expense (after-tax) | | 23,276 | | 17,794 | | ||
| Less: Interest income (after-tax) | | 1,202 | | 1,172 | | ||
| Net operating profit after taxes | | $ | 494,298 | | $ | 293,088 | |
| Special items: | | | | | | | |
| Rationalization and asset impairment charges | | | 11,788 | | | 9,827 | |
| Acquisition transaction costs | | | 6,003 | | | 1,923 | |
| Pension settlement net charges | | | (4,273) | | | 126,502 | |
| Amortization of step up in value of acquired inventories | | | 1,106 | | | 5,804 | |
| Tax effect of Special items (1) | | | (1,192) | | | (47,188) | |
| Adjusted net operating profit after taxes | | $ | 507,730 | | $ | 389,956 | |
| | | | | | | | |
| Invested Capital | | | | | | | |
| Short-term debt | | $ | 93,483 | | $ | 52,730 | |
| Long-term debt, less current portion | | | 1,110,396 | | | 717,089 | |
| Total debt | | | 1,203,879 | | | 769,819 | |
| Total equity | | | 1,034,041 | | | 863,909 | |
| Invested capital | | $ | 2,237,920 | | $ | 1,633,728 | |
| | | | | | | | |
| Return on invested capital as reported (2) | | | 22.1 | % | | 17.9 | % |
| Adjusted return on invested capital (2) | | 22.7 | % | 23.9 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | Includes the net tax impact of Special items recorded during the respective periods. |
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 rate reflects the taxable jurisdiction and nature of each Special item.
| Column 1 | Column 2 |
|---|---|
| (2) | Return on invested capital and Adjusted return on invested capital excluding Fori would have been 27.9% and 28.6%, respectively. |
Contractual and Other Obligations
The Company’s cash requirements for contractual and other obligations as of December 31, 2022 are as follows:
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Payments Due By Period | |||||||||||||
| | | | 2024 to | 2026 to | 2028 and | |||||||||
| | Total | | 2023 | | 2025 | | 2027 | | Beyond | |||||
| Long-term debt, including current portion (Note 9) | $ | 1,118,336 | | $ | 11,039 | | $ | 507,297 | | $ | — | | $ | 600,000 |
| Interest on long-term debt (Note 9) | 345,782 | | 45,448 | | 88,157 | | 39,970 | | 172,207 | |||||
| Amounts due banks (Note 9) | | 82,444 | | | 82,444 | | | — | | | — | | | — |
| Operating leases (Note 17) | 51,798 | | 11,342 | | 16,588 | | 9,310 | | 14,558 | |||||
| Purchase commitments (1) | 2,003,872 | | 1,999,751 | | 3,579 | | 355 | | 187 | |||||
| Transition Tax (2) | 11,459 | | — | | 11,459 | | — | | — | |||||
| Total | $ | 3,613,691 | | $ | 2,150,024 | | $ | 627,080 | | $ | 49,635 | | $ | 786,952 |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | Purchase commitments include contractual obligations for raw materials and services. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (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. |
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As of December 31, 2022, there were $17,424 of tax liabilities related to unrecognized tax benefits and a $39,090 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, 2022, there were 1,381,427 common shares available for future grant under all plans.
Under these plans, options, restricted shares and restricted stock units granted were 284,946 in 2022 and 313,547 in 2021. 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 2022 and 2021.
Total stock-based compensation expense recognized in the Consolidated Statements of Income for 2022 and 2021 was $25,276 and $23,787, respectively, with a related tax benefit of $6,363 and $5,988, respectively. As of December 31, 2022, total unrecognized stock-based compensation expense related to non-vested stock options and restricted stock units was $17,610, which is expected to be recognized over a weighted average period of approximately 1.3 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, 2022 was $58,282 and $49,024, respectively. The total intrinsic value of awards exercised during 2022 and 2021 was $7,082 and $20,442, 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 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
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accounting policies were made during 2022. 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 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 13 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 repatriates 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, 2022, the Company had approximately $142,430 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, 2022, a valuation allowance of $44,627 was recorded against certain deferred tax assets based on this assessment. The
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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 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 4.3% at December 31, 2022 and 1.8% at December 31, 2021. A 10 basis point change in the discount rate would not have a significant impact to pension expense.
The Company’s defined benefit plan (income) expense was $(2,280) and $124,929 in 2022 and 2021, respectively. Pension expense includes $367 and $126,013 in settlement charges in 2022 and 2021, respectively. The Company’s defined contribution plan expense was $29,569 and $26,281 in 2022 and 2021, respectively. The Company expects total 2023 expense related to retirement plans to increase by a range of approximately $500 to $1,500, excluding settlement charges. Refer to Note 11 to the consolidated financial statements for additional information.
The Accumulated other comprehensive loss, excluding tax effects, recognized on the Consolidated Balance Sheet was $3,759 as of December 31, 2022 and $16,173 as of December 31, 2021. The decrease is primarily the result of a pension plan termination described below.
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 and received a determination letter. During 2021, pension obligations were distributed through a combination of lump sum payments to eligible plan participants and through the purchase of a group annuity contract in October 2021. The lump sum payments and annuity purchase resulted in pre-tax settlement charges of $126,056 in the twelve months ended December 31, 2021. The remaining surplus assets of $68,458 at December 31, 2021 were transferred to a suspense account in January 2022 and are being used to fund employer matching contributions in a qualified employee savings plan. The surplus assets as of December 31, 2022 were $56,418 and are recorded in Other current assets and Other assets in the Company’s Consolidated Balance Sheets.
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 38% and 36% of total inventories at December 31, 2022 and 2021, 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 $133,909 at December 31, 2022 and $114,176 at December 31, 2021.
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,
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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.
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 and intangible assets that do not have indefinite lives, 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.
Goodwill and Intangibles
The Company performs an annual impairment test of goodwill and indefinite-lived intangible assets in the fourth quarter using the same date 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 only required if the Company concludes that it is more-likely-than-not that a reporting unit’s fair value is less than its carrying amount. The Company may also perform a quantitative test in instances where the more-likely-than-not threshold has not been met, including when general macroeconomic conditions or changes to the reporting unit warrant a refresh of the baseline used in a qualitative test. 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 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 pre-acquisition 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.
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Revenue Recognition
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 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.
FY 2021 10-K MD&A
SEC filing source: 0000059527-22-000006.
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 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.
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.
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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:
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | general fabrication, |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | energy and process industries, |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | heavy industries (heavy fabrication, ship building and maintenance and repair), |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | automotive and transportation, and |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| ● | construction and infrastructure. |
The Company has, through wholly-owned subsidiaries, manufacturing facilities located in the United States, Australia, Austria, Brazil, Canada, China, Colombia, France, Germany, India, Italy, Mexico, Poland, Portugal, 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 41 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.
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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 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, 2021 and 2020. For a comparison of the Company’s results of operations, liquidity and capital resources for the fiscal years ended December 31, 2020 and 2019, 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, 2020, which was filed with the SEC on February 19, 2021.
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Results of Operations
The following table shows the Company’s results of operations:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Year Ended December 31, | |||||||||||||||
| | | | | | | | | | | | | Favorable (Unfavorable) | ||||
| | 2021 | | 2020 | | 2021 vs. 2020 | | ||||||||||
| | Amount | % of Sales | Amount | % of Sales | $ | % | ||||||||||
| Net sales | $ | 3,234,180 | | | | | $ | 2,655,400 | | | $ | 578,780 | 21.8 | % | ||
| Cost of goods sold | 2,165,575 | | | | 1,784,059 | | | (381,516) | (21.4) | % | ||||||
| Gross profit | 1,068,605 | | 33.0 | % | 871,341 | 32.8 | % | 197,264 | 22.6 | % | ||||||
| Selling, general & administrative expenses | 597,109 | | 18.5 | % | 543,802 | 20.5 | % | (53,307) | (9.8) | % | ||||||
| Rationalization and asset impairment charges | 9,827 | | 0.3 | % | 45,468 | 1.7 | % | 35,641 | 78.4 | % | ||||||
| Operating income | 461,669 | | 14.3 | % | 282,071 | 10.6 | % | 179,598 | 63.7 | % | ||||||
| Interest expense, net | 22,214 | | | | 21,973 | | | (241) | (1.1) | % | ||||||
| Other income (expense) | (114,457) | | | | 3,942 | | | (118,399) | (3,003.5) | % | ||||||
| Income before income taxes | 324,998 | | 10.0 | % | 264,040 | 9.9 | % | 60,958 | 23.1 | % | ||||||
| Income taxes | 48,418 | | | | 57,896 | | | 9,478 | 16.4 | % | ||||||
| Effective tax rate | 14.9 | % | | | 21.9 | % | | | 7.0 | % | | | ||||
| Net income including non-controlling interests | 276,580 | | | | 206,144 | | | 70,436 | 34.2 | % | ||||||
| Non-controlling interests in subsidiaries' income | 114 | | | | 29 | | | 85 | 293.1 | % | ||||||
| Net income | $ | 276,466 | | 8.5 | % | $ | 206,115 | 7.8 | % | $ | 70,351 | 34.1 | % | |||
| Diluted earnings per share | $ | 4.60 | | | | | $ | 3.42 | | $ | 1.18 | 34.5 | % |
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, 2021 on a consolidated basis:
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | Change in Net Sales due to: | | | ||||||||||||||
| | | Net Sales | | | | | | | | | | | Foreign | | Net Sales | | |||
| | 2020 | Volume | Acquisitions | Price | Exchange | 2021 | |||||||||||||
| Lincoln Electric Holdings, Inc. | | $ | 2,655,400 | | $ | 260,400 | | $ | 49,426 | | $ | 251,883 | $ | 17,071 | | $ | 3,234,180 | | |
| % Change | | | | | | | | | | ||||||||||
| Lincoln Electric Holdings, Inc. | | | | | 9.8 | % | 1.9 | % | 9.5 | % | | 0.6 | % | | 21.8 | % |
Net sales increased primarily as a result of higher demand reflecting recovery from the impacts of the COVID-19 pandemic and increased product pricing as a result of higher input costs. The increase in Net sales from acquisitions was driven by the acquisitions of Zeman within International Welding and FTP within The Harris Products Group. Refer to Note 4 to the consolidated financial statements for details.
Gross Profit:
Gross profit for 2021 increased, as a percent of sales, compared to the prior year primarily due to higher volumes and pricing actions which offset higher input costs and the benefit of cost reduction actions. Last-in, first-out (“LIFO”) charges were $38,595 in the twelve months ended December 31, 2021 as compared with charges of $288 in the prior year.
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Selling, General & Administrative ("SG&A") Expenses:
The increase in SG&A expense in 2021 as compared to 2020 was primarily due to higher employee costs, partially offset by cost reduction actions.
Rationalization and Asset Impairment Charges:
In 2021, the Company recorded $9,827 ($9,545 after-tax) in charges primarily related to employee severance and gains or losses on the disposal of assets.
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.
Refer to Note 7 to the consolidated financial statements for additional details.
Other Income (Expense):
The decrease in 2021 as compared to 2020 was due to non-cash pension settlement charges of $126,502 ($80,018 after-tax) in 2021 related to the termination of a pension plan. Refer to Note 12 to the consolidated financial statements for details.
Income Taxes:
The 2021 effective tax rate was lower than 2020 primarily due to the impact of a pension plan termination and utilization of certain loss carryforwards previously subject to valuation allowances in the current year offset by the impact of lower income tax benefits for the settlement of tax items recorded in the prior year.
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, 2021:
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | Change in Net Sales due to: | | ||||||||||||||
| | Net Sales | | | | | | | Foreign | Net Sales | |||||||||
| | 2020 | | Volume (1) | Acquisitions (2) | Price (3) | | Exchange | | 2021 | | ||||||||
| Operating Segments | | | | | | | | | | | | | | | | | | |
| Americas Welding | $ | 1,509,870 | | $ | 164,595 | | $ | — | | $ | 136,967 | $ | 13,049 | | $ | 1,824,481 | | |
| International Welding | | 786,809 | | 62,033 | | 24,473 | | 70,457 | | 4,353 | | 948,125 | | |||||
| The Harris Products Group | | 358,721 | | 33,772 | | 24,953 | | 44,459 | | (331) | | 461,574 | | |||||
| | | | | | | | | | | | | | | | | | | |
| % Change | | | | | | | | |||||||||||
| Americas Welding | | | | | 10.9 | % | — | | | 9.1 | % | | 0.9 | % | | 20.8 | % | |
| International Welding | | | | | 7.9 | % | 3.1 | % | | 9.0 | % | | 0.6 | % | | 20.5 | % | |
| The Harris Products Group | | | | | 9.4 | % | 7.0 | % | | 12.4 | % | | (0.1) | % | | 28.7 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | Increase for all segments due to higher demand reflecting recovery from the impacts of the COVID-19 pandemic. |
| Column 1 | Column 2 |
|---|---|
| (2) | Increase due to the acquisition of Zeman within International Welding and FTP within The Harris Products Group. Refer to Note 4 to the consolidated financial statements for details. |
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| Column 1 | Column 2 |
|---|---|
| (3) | Increase for Americas Welding and International Welding due to price actions taken in response to higher input costs in 2021 compared to 2020. Increase for The Harris Products Group due to price actions taken in response to higher commodity costs. |
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) | | ||||
| | | Year Ended December 31, | | 2021 vs. 2020 | | ||||||||
| | 2021 | 2020 | $ | % | |||||||||
| Americas Welding: | | | | | | ||||||||
| Net sales | | $ | 1,824,481 | | $ | 1,509,870 | | $ | 314,611 | | 20.8 | % | |
| Inter-segment sales | | 140,650 | | 109,378 | | 31,272 | | 28.6 | % | | |||
| Total Sales | | $ | 1,965,131 | | $ | 1,619,248 | | $ | 345,883 | | 21.4 | % | |
| Adjusted EBIT (3) | | $ | 329,016 | | $ | 245,728 | | $ | 83,288 | | 33.9 | % | |
| As a percent of total sales (1) | | 16.7 | % | 15.2 | % | | | | 1.5 | % | | ||
| International Welding: | | | | | | | | | |||||
| Net sales | | $ | 948,125 | | $ | 786,809 | | $ | 161,316 | | 20.5 | % | |
| Inter-segment sales | | 26,331 | | 18,494 | | | 7,837 | | 42.4 | % | | ||
| Total Sales | | $ | 974,456 | | $ | 805,303 | | $ | 169,153 | | 21.0 | % | |
| Adjusted EBIT (4) | | $ | 106,208 | | $ | 44,979 | | $ | 61,229 | | 136.1 | % | |
| As a percent of total sales (1) | | 10.9 | % | 5.6 | % | | | | 5.3 | % | | ||
| The Harris Products Group: | | | | | | | | | |||||
| Net sales | | $ | 461,574 | | $ | 358,721 | | $ | 102,853 | | 28.7 | % | |
| Inter-segment sales | | 8,096 | | 7,034 | | | 1,062 | | 15.1 | % | | ||
| Total Sales | | $ | 469,670 | | $ | 365,755 | | $ | 103,915 | | 28.4 | % | |
| Adjusted EBIT (5) | | $ | 68,447 | | $ | 55,154 | | $ | 13,293 | | 24.1 | % | |
| As a percent of total sales (2) | | 14.6 | % | 15.1 | % | | | | (0.5) | % | | ||
| Corporate / Eliminations: | | | | | | | | | |||||
| Inter-segment sales | | $ | (175,077) | | $ | (134,906) | | $ | (40,171) | | (29.8) | % | |
| Adjusted EBIT (6) | | (12,403) | | (5,455) | | | (6,948) | | (127.4) | % | | ||
| Consolidated: | | | | | | | | | |||||
| Net sales | | $ | 3,234,180 | | $ | 2,655,400 | | $ | 578,780 | | 21.8 | % | |
| Net income | | $ | 276,466 | | $ | 206,115 | | $ | 70,351 | | 34.1 | % | |
| As a percent of total sales | | 8.5 | % | 7.8 | % | | | | 0.7 | % | | ||
| Adjusted EBIT (7) | | $ | 491,268 | | $ | 340,406 | | $ | 150,862 | | 44.3 | % | |
| As a percent of sales | | 15.2 | % | 12.8 | % | | | 2.4 | % | |
| Column 1 | Column 2 |
|---|---|
| (1) | 2021 increase as compared to 2020 primarily driven by higher volumes and pricing actions, which offset higher input costs, and cost reduction actions. |
| Column 1 | Column 2 |
|---|---|
| (2) | 2021 decrease as compared to 2020 driven by higher input costs, product mix and acquisitions. |
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| Column 1 | Column 2 |
|---|---|
| (3) | 2021 excludes non-cash pension settlement charges of $123,091 as discussed in Note 12 to the consolidated financial statements. |
2020 excludes Rationalization and asset impairment charges of $26,870 as discussed in Note 7 to the consolidated financial statements and non-cash pension settlement charges of $8,119.
| Column 1 | Column 2 |
|---|---|
| (4) | 2021 excludes Rationalization and asset impairment charges of $9,804 related to severance 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 $4,984 related to an acquisition, and pension settlement charges of $446. |
2020 excludes Rationalization and asset impairment charges of $18,598 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.
| Column 1 | Column 2 |
|---|---|
| (5) | 2021 excludes the amortization of step up in value of acquired inventories of $820 related to an acquisition and non-cash pension settlement charges of $2,965 as discussed in Note 12 to the consolidated financial statements. |
| Column 1 | Column 2 |
|---|---|
| (6) | 2021 excludes acquisition transaction and integration costs of $1,923 related to the acquisitions as discussed in Note 4 to the consolidated financial statements. |
| Column 1 | Column 2 |
|---|---|
| (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, | ||||||
| | 2021 | 2020 | |||||
| Operating income as reported | | $ | 461,669 | | $ | 282,071 | |
| Special items (pre-tax): | | | | ||||
| Rationalization and asset impairment charges (1) | | 9,827 | | 45,468 | | ||
| Acquisition transaction costs (2) | | 1,923 | | — | | ||
| Amortization of step up in value of acquired inventories (3) | | 5,804 | | 806 | | ||
| Adjusted operating income | | $ | 479,223 | | $ | 328,345 | |
| Column 1 | Column 2 |
|---|---|
| (1) | Charges primarily consist of employee severance, gains or losses on the disposal of assets and non-cash asset impairment charges. |
| Column 1 | Column 2 |
|---|---|
| (2) | Acquisition-related costs included in Selling, general & administrative expenses related to the acquisitions as discussed in Note 4 to the consolidated financial statements. |
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| Column 1 | Column 2 |
|---|---|
| (3) | Charges represent the step up in value of acquired inventories related to acquisitions and are 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, | ||||||
| | 2021 | 2020 | |||||
| Net income as reported | | $ | 276,466 | $ | 206,115 | | |
| Special items: | | | | ||||
| Rationalization and asset impairment charges (1) | | 9,827 | 45,468 | | |||
| Acquisition transaction costs (2) | | 1,923 | — | | |||
| Pension settlement charges (3) | | 126,502 | 8,119 | | |||
| Amortization of step up in value of acquired inventories (4) | | 5,804 | 806 | | |||
| Tax effect of Special items (5) | | (47,188) | (10,594) | | |||
| Adjusted net income | | $ | 373,334 | $ | 249,914 | | |
| Non-controlling interests in subsidiaries’ earnings (loss) | | | 114 | | 29 | | |
| Interest expense, net | | 22,214 | 21,973 | | |||
| Income taxes as reported | | 48,418 | 57,896 | | |||
| Tax effect of Special items (5) | | 47,188 | 10,594 | | |||
| Adjusted EBIT | | $ | 491,268 | $ | 340,406 | | |
| Effective tax rate as reported | | 14.9 | % | 21.9 | % | ||
| Net special item tax impact | | 5.5 | % | (0.4) | % | ||
| Adjusted effective tax rate | | 20.4 | % | 21.5 | % | ||
| Diluted earnings per share as reported | | $ | 4.60 | $ | 3.42 | | |
| Special items per share | | 1.62 | 0.73 | | |||
| Adjusted diluted earnings per share | | $ | 6.22 | $ | 4.15 | |
| Column 1 | Column 2 |
|---|---|
| (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. |
| Column 1 | Column 2 |
|---|---|
| (2) | Acquisition-related costs related to the acquisitions of Zeman and FTP. |
| Column 1 | Column 2 |
|---|---|
| (3) | Charges related to lump sum pension payments and the purchase of a group annuity contract as discussed in Note 12 to the consolidated financial statements. |
| Column 1 | Column 2 |
|---|---|
| (4) | Charges represent the step up in value of acquired inventories related to acquisitions and are included in Cost of goods sold. |
| Column 1 | Column 2 |
|---|---|
| (5) | Includes the net tax impact of Special items recorded during the respective periods. |
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.
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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, | ||||||||
| | | 2021 | 2020 | $ Change | |||||
| Cash provided by operating activities (1) | | $ | 365,063 | | $ | 351,362 | | $ | 13,701 |
| Cash used by investing activities (2) | | (205,356) | | (49,213) | | (156,143) | |||
| Capital expenditures | | (62,531) | | (59,201) | | (3,330) | |||
| Acquisition of businesses, net of cash acquired | | (156,106) | | — | | (156,106) | |||
| Cash used by financing activities (3) | | (221,940) | | (246,141) | | 24,201 | |||
| Proceeds from (payments on) short-term borrowings, net | | 45,968 | | (31,760) | | 77,728 | |||
| Purchase of shares for treasury | | (164,526) | | (113,455) | | (51,071) | |||
| Cash dividends paid to shareholders | | (121,851) | | (118,118) | | (3,733) | |||
| (Decrease) increase in Cash and cash equivalents (4) | | (64,321) | | 57,716 | | (122,037) |
| Column 1 | Column 2 |
|---|---|
| (1) | Cash provided by operating activities increased for the twelve months ended December 31, 2021 compared with the twelve months ended December 31, 2020 primarily due to higher company earnings. |
| Column 1 | Column 2 |
|---|---|
| (2) | Cash used by investing activities increased for the twelve months ended December 31, 2021 compared with the twelve months ended December 31, 2020 due to cash used in the acquisition of businesses in 2021. The Company currently anticipates capital expenditures of $70,000 to $80,000 in 2022. 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. |
| Column 1 | Column 2 |
|---|---|
| (3) | Cash used by financing activities decreased in the twelve months ended December 31, 2021 compared with the twelve months ended December 31, 2020 due to higher short-term borrowings in 2021 partially offset by an increase in the purchase of shares for treasury. |
| Column 1 | Column 2 |
|---|---|
| (4) | Cash and cash equivalents decreased 25.0%, or $64,321, to $192,958 during the twelve months ended December 31, 2021, from $257,279 as of December 31, 2020. The decrease was predominantly due to an increase in cash used in the purchase of common shares for treasury, dividends paid to shareholders and for the acquisition of businesses in 2021, partially offset by cash provided by operating activities. |
The Company paid $121,851 and $118,118 in cash dividends to its shareholders in the twelve months ended December 31, 2021 and 2020, respectively. In January 2022, the Company paid a cash dividend of $0.56 per share, or $32,920, to shareholders of record on December 31, 2021, which reflects a 9.8% increase in the Company’s dividend payout rate.
Working Capital Ratios
| | | | | | |
|---|---|---|---|---|---|
| | | 2021 | 2020 | ||
| Average operating working capital to Net sales (1) (2) | 16.3 | % | 17.4 | % | |
| Days sales in Inventories (2) | 121.0 | 104.7 | | ||
| Days sales in Accounts receivable | 50.3 | 53.5 | | ||
| Average days in Trade accounts payable | 59.8 | 56.5 | |
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| Column 1 | Column 2 |
|---|---|
| (1) | Average operating working capital to Net sales is defined as the sum of Accounts receivable, Inventories and contract assets less Trade accounts payable and contract liabilities as of period end divided by annualized rolling three months of Net sales. |
| Column 1 | Column 2 |
|---|---|
| (2) | In order to minimize potential supply chain disruptions in serving customers due to the continued impacts of the COVID-19 pandemic, the Company increased inventories relative to expected Net sales resulting in higher Days sales in Inventories. |
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, 2021 and 2020, the fair value of long-term debt, including the current portion, was approximately $776,655 and $793,591, respectively, which was determined using available market information and methodologies requiring judgment. The carrying value of this debt at such dates was $717,855 and $715,567, respectively. 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 and October 20, 2016, the Company entered into separate Note Purchase Agreements pursuant to which it issued senior unsecured notes (the "Notes") through a private placement. The Notes each have an aggregate principal amount of $350,000. Interest on the Notes are payable semi-annually. The proceeds of the Notes were used for general corporate purposes. The Notes contain certain affirmative and negative covenants. As of December 31, 2021, the Company was in compliance with all of its debt covenants relating to the Notes.
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 12.4 years, respectively.
Revolving Credit Agreements
On April 23, 2021, the Company amended and restated the agreement governing its line of credit by entering into the Second Amended and Restated Credit Agreement (“Credit Agreement”). The Credit Agreement has a line of credit totaling $500,000, has a term of 5 years with a maturity date of April 23, 2026 and may be increased, subject to certain conditions including the consent of its lenders, by an additional amount up to $150,000. The interest rate on borrowings is based on LIBOR plus a spread based on the Company’s net leverage ratio. The Credit Agreement contains customary representations and warranties, as well as customary affirmative, negative and financial covenants for credit facilities of this type (subject to negotiated baskets and exceptions), including limitations on the Company and its subsidiaries with respect to liens, investments, distributions, mergers and acquisitions, dispositions of assets and transactions with affiliates. As of December 31, 2021, the Company was in compliance with all of its covenants and had $40,000 of outstanding borrowings under the Credit Agreement.
The Company has other lines of credit totaling $91,309. As of December 31, 2021, the Company was in compliance with all of its covenants and had $11,964 outstanding at December 31, 2021.
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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, 2021, 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 | 2021 | 2020 | |||||
| Adjusted net income (1) | | $ | 373,334 | | $ | 249,914 | |
| Plus: Interest expense (after-tax) | | 17,794 | | 17,933 | | ||
| Less: Interest income (after-tax) | | 1,172 | | 1,486 | | ||
| Net operating profit after taxes | | 389,956 | | 266,361 | | ||
| Invested capital | | 1,633,728 | | 1,508,440 | | ||
| Return on invested capital | | 23.9 | % | 17.7 | % |
| Column 1 | Column 2 |
|---|---|
| (1) | See “Non-GAAP Financial Measures” section for a tabular reconciliation of Net income to Adjusted net income. |
Contractual and Other Obligations
The Company’s cash requirements for contractual and other obligations as of December 31, 2021 are as follows:
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Payments Due By Period | |||||||||||||
| | | | 2023 to | 2025 to | 2027 and | |||||||||
| | Total | | 2022 | | 2024 | | 2026 | | Beyond | |||||
| Long-term debt, including current portion (Note 9) | $ | 713,629 | | $ | 766 | | $ | 11,497 | | 100,455 | | 600,911 | ||
| Interest on long-term debt (Note 9) | 304,949 | | 23,289 | | 46,347 | | 43,120 | | 192,193 | |||||
| Amounts due banks (Note 9) | | 51,964 | | | 51,964 | | | — | | | — | | | — |
| Operating leases (Note 18) | 55,805 | | 11,415 | | 17,880 | | 9,159 | | 17,351 | |||||
| Purchase commitments (1) | 128,368 | | 127,137 | | 1,202 | | 17 | | 12 | |||||
| Transition Tax (2) (Note 14) | 14,483 | | — | | 5,032 | | 9,451 | | — | |||||
| Total | $ | 1,269,198 | | $ | 214,571 | | $ | 81,958 | | $ | 162,202 | | $ | 810,467 |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (1) | Purchase commitments include contractual obligations for raw materials and services. |
| Column 1 | Column 2 | Column 3 |
|---|---|---|
| (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, 2021, there were $17,541 of tax liabilities related to unrecognized tax benefits and a $41,612 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.
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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, 2021, there were 1,949,554 common shares available for future grant under all plans.
Under these plans, options, restricted shares and restricted stock units granted were 313,547 in 2021 and 407,525 in 2020. 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 2021 and 2020.
Total stock-based compensation expense recognized in the Consolidated Statements of Income for 2021 and 2020 was $23,787 and $15,388, respectively, with a related tax benefit of $5,988 and $3,874, respectively. As of December 31, 2021, total unrecognized stock-based compensation expense related to non-vested stock options and restricted stock units was $19,723, which is expected to be recognized over a weighted average period of approximately 1.8 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, 2021 was $56,814 and $44,009, respectively. The total intrinsic value of awards exercised during 2021 and 2020 was $20,442 and $13,269, 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 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 2021. The Company believes the following accounting policies are some of the more critical judgment areas affecting its financial condition and results of operations.
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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 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 repatriates 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, 2021, the Company had approximately $105,209 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, 2021, a valuation allowance of $55,619 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.
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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 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 1.8% at December 31, 2021 and 2.0% at December 31, 2020. 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 $124,929 and $4,871 in 2021 and 2020, respectively. Pension expense includes $126,013 and $8,355 in settlement charges in 2021 and 2020, respectively. The Company’s defined contribution plan expense was $26,281 and $22,593 in 2021 and 2020, respectively. The Company expects total 2022 expense related to retirement plans to increase by a range of approximately $1,500 to $2,500, excluding settlement charges. 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 $16,173 as of December 31, 2021 and $137,926 as of December 31, 2020. The decrease is primarily the result of a pension plan termination described below.
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 and received a determination letter. During 2021, pension obligations were distributed through a combination of lump sum payments to eligible plan participants and through the purchase of a group annuity contract in October 2021. The lump sum payments and annuity purchase resulted in pre-tax settlement charges of $126,056 in the twelve months ended December 31, 2021. The remaining surplus assets of $68,458 at December 31, 2021 were transferred to a suspense account in January 2022 and will be used to fund employer matching contributions in a qualified employee savings plan. The surplus assets are recorded in Other current assets and Other assets in the Company’s Consolidated Balance Sheets.
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 36% and 35% of total inventories at December 31, 2021 and 2020, 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 $114,176 at December 31, 2021 and $75,581 at December 31, 2020.
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.
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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 and intangible assets that do not have indefinite lives, 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.
Goodwill and Intangibles
The Company performs an annual impairment test of goodwill and indefinite-lived intangible assets in the fourth quarter using the same date 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 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,
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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
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 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.